DEF 14A of Ryerson Holding Corp, Mar 12, 2024

DEF 14A of Ryerson Holding Corp

Filed Mar 12, 2024 · FY20230000950170-24-029963

Open on EDGAR

  1. Mark S. Silver

    | RYERSON HOLDING CORPORATION | 1 | Compensation Committee Interlocks and Insider Participation | 30 | | ANNUAL MEETING INFORMATION | 2 | | | | Who May Vote? | 2 | COMPENSATION COMMITTEE REPORT | 31 | | Who May Attend the Meeting? | 2 | DIRECTOR COMPENSATION | 32 | | What Am I Voting On? | 2 | EXECUTIVE OFFICERS | 34 | | How Do I Vote? | 3 | Biographies | 34 | | Stockholders of Record | 3 | EXECUTIVE COMPENSATION | 36 | | Stockholders of Record Can Vote By: | 3 | Compensation Discussion and Analysis | 36 | | Stock Held in Street Name | 3 | Overview | 36 | | What If I Do Not Provide Voting Instructions? | 4 | Executive Compensation Philosophy | 36 | | Can I Revoke or Change My Vote? | 4 | Consideration of Results of Advisory Vote on Executive Compensation | 37 | | Who Are the Proxies and What Do They Do? | 4 | | | | Is My Vote Confidential? | 4 | Determination of Compensation | 37 | | What Is the Quorum Requirement for the Annual Meeting? | 4 | Use of Peer Groups for Compensation Matters | 38 | | How Are Abstentions, Withheld Votes and Broker Non-Votes Treated? | 5 | Components of Compensation | 38 | | | | Relationship Among the Different Components of Compensation | 39 | | What Vote Is Required to Approve a Proposal? | 5 | | | | Who Solicits Proxies and How Are They Paid? | 5 | Base Salary | 39 | | How Do You Determine Whether I Get One or More Paper Copies of the Proxy Materials? | 5 | 2023 Base Salaries | 40 | | | | Annual Bonus | 40 | | ITEMS YOU MAY VOTE ON | 7 | 2023 Annual Incentive Plan | 41 | | 1. Election of Directors | 7 | Actual Payout under the 2023 AIP | 42 | | 2. Ratification of the Appointment of Independent Registered Public Accounting Firm | 8 | AIP and Discretionary Bonuses | 42 | | | | Long-Term Incentive Plan | 43 | | 3. Non-Binding, Advisory Vote on the Compensation of Our Named Executive Officers | 9 | 2023 LTIP – Type of Equity Granted and Performance Metrics | 44 | | 4. Non-Binding, Advisory Vote on the Frequency of the Stockholder Vote on Executive Compensation | 10 | Restricted Stock Units | 44 | | | | Performance Units | 44 | | 5. Such Other Business as May Properly Come Before the Annual Meeting | 10 | PSU Performance Objectives | 45 | | | | Determining PSUs Earned and Award Range | 45 | | BOARD OF DIRECTORS | 11 | Nonqualified Stock Options | 46 | | Composition of the Board of Directors | 11 | NSOs Performance Objectives | 46 | | Terms and Classes of Directors | 11 | Named Executive Officer 2023 LTIP Awards | 47 | | Board Diversity | 12 | Retirement Benefits | 48 | | Director Skills & Experience | 13 | Nonqualified Savings Plan | 48 | | Biographies | 14 | Supplemental Pension Plan | 49 | | Meetings of the Board and Board Committees | 18 | Perquisites and Other Benefits | 49 | | CORPORATE GOVERNANCE MATTERS | 19 | Employment Agreements | 49 | | Board Leadership Structure | 19 | Compensation Risk Management | 49 | | Director Independence | 19 | Tax Considerations and Deductibility of Compensation | 50 | | BOARD OVERSIGHT OF RISK | 21 | Executive Stock Ownership Guidelines | 50 | | Enterprise Risk Management | 21 | Prohibition on Speculative Stock Transactions | 50 | | Committee Roles | 22 | Clawback Policy | 50 | | Internal Audit | 22 | Recommendation | 50 | | Governance Guidelines and Committee Charters | 22 | COMPENSATION TABLES | 51 | | Code of Ethics | 23 | Summary Compensation Table | 51 | | Board Education | 23 | Grants of Plan-Based Awards | 52 | | Communications with the Board | 23 | Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards | 53 | | BOARD COMMITTEES | 24 | | | | EXECUTIVE COMMITTEE | 24 | Employment Agreements | 53 | | TRANSACTION COMMITTEE | 24 | Outstanding Equity Awards at Fiscal Year-End | 56 | | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | 24 | 2022 Option Exercises and Stock Vested | 58 | | | | Pension Benefits | 58 | | Qualifications for Directors | 25 | Nonqualified Savings Benefits | 59 | | AUDIT COMMITTEE | 25 | Potential Payments Upon Termination or Change in Control | 59 | | Audit, Audit-related and Other Non-Audit Services | 27 | Pay Ratio | 61 | | Pre-approval Policies | 27 | Pay Versus Performance | 61 | | Other Policies | 27 | Compensation Actually Paid | 64 | | AUDIT COMMITTEE REPORT – FINANCIAL STATEMENTS RECOMMENDATION | 28 | Cumulative TSR vs Peer Group TSR: | 64 | | | | STOCK OWNERSHIP | 66 | | COMPENSATION COMMITTEE | 29 | Directors and Executive Officers | 66 | | Committee Resources and Authority | 30 | Ownership of More Than 5% of Ryerson Stock | 67 |

  2. Compensation Committee Report

    | Name | Fees Earned or Paid in Cash | Stock Awards (4) | Total(1) | | Kirk K. Calhoun(2) | $201,500 | $17,466 | $218,966 | | Court D. Carruthers(3) | $182,000 | $17,466 | $199,460 | | Stephen P. Larson(4) | $187,793 | $17,466 | $205,260 |

  3. Objectives

    | align the interests of executive management with stockholders | provide market competitive compensation | attract and retain talented executives | | differentiate rewards based on individual performance | encourage long-term value creation | avoid incentivizing excessive risk-taking |

  4. Principles

    | Accountability Performance-based compensation is tied to metrics for annual corporate results, applicable business unit results and individual performance metrics. This ensures executives are held accountable through their compensation for the performance of the business and for achieving the Company performance objectives, thereby enhancing stockholder value. | Competitive Positioning Ryerson seeks to provide competitive total compensation that includes significant upside potential for executives, with actual pay determined based on performance. For compensation decisions made based on peer group data, target compensation will be based upon a range around the median of the defined peer group. | Market Compensation Elements The compensation components reflect the competitive marketplace so that we can attract, motivate, reward and retain talented executives through business cycles. |

  5. Principles

    Consideration of Results of Advisory Vote on Executive Compensation The most recent executive compensation advisory vote was held at the Company’s 2021 annual meeting of stockholders. In accordance with the vote at such meeting, the Company has been holding stockholder advisory votes on executive compensation every three years. Accordingly, the Company is seeking your vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement. Further, at its upcoming annual meeting, the Company is seeking your vote, on an advisory, non-binding basis, to hold stockholder advisory votes on executive compensation annually. Further, at the executive compensation advisory vote in 2021, our stockholders approved, by more than 99% of the shares voted, the compensation of our named executive officers as disclosed in the proxy statement for that meeting. This level of support was a factor in the Compensation Committee’s continued application of the same principles when making compensation decisions for our named executive officers for 2024. Determination of Compensation The Board established the Compensation Committee to oversee various compensation-related matters, including executive compensation. Since that time, the Compensation Committee has been responsible for executive compensation matters as further described above under “Compensation Committee,” beginning on page 29, and has the authority to make decisions regarding the named executive officers’ compensation. In determining the levels and mix of compensation, our Compensation Committee has not generally relied on formulaic guidelines but rather has sought to maintain a flexible compensation program that allows it to adapt components and levels of compensation to motivate and reward individual executives within the context of our desire to maximize stockholder value. Subjective factors considered in compensation determinations included an executive’s tenure with the Company, skills and capabilities, contributions as a member of the executive management team, contributions to our overall performance and whether the total compensation potential and structure were sufficient to ensure the retention of an executive when considering the compensation potential that may be available elsewhere. Use of Peer Groups for Compensation Matters Ryerson management, at the Compensation Committee’s request, has annually engaged an independent executive compensation consultant, currently Compensation Advisory Partners (“CAP”), to assist in planning for the Company’s executive compensation program. As an outside advisor, CAP has assisted in evaluating executive compensation programs, providing general executive compensation consulting support including a review of Ryerson’s compensation philosophy and compensation for Ryerson’s named executive officers. Specifically, CAP has completed competitive market positioning reviews of Ryerson’s named executive officers, based upon an assessment of relevant total compensation comparative data obtained from surveys and publicly reported proxy statements. The comparative reviews assessed the named executive officers’ base salaries, target annual bonuses (as a percentage of salary), total cash compensation and total direct compensation against the compensation paid to comparable positions reported in the surveys and comparable executives of the companies listed below, as reported by those companies. These companies (our “Peer Group”) generally are competitors of Ryerson or conduct business in industries similar to Ryerson’s and, as a group, have annual sales comparable to Ryerson’s. Overall, Ryerson’s executive salaries and target annual cash compensations are at or below market median relative to our Peer Group.

  6. Principles

    | Named Executive Officer | Base Salary(1) | Target Annual Bonus | Long-Term Incentive(2) | | Edward J. Lehner | 17.91% | 22.38% | 59.71% | | James J. Claussen | 22.50% | 16.87% | 60.63% | | Michael J. Burbach | 23.11% | 17.33% | 59.56% | | Mark S. Silver | 27.09% | 18.96% | 53.95% | | John E. Orth | 29.27% | 19.02% | 51.71% |

  7. Principles

    Annual Bonus The Company has historically maintained an annual incentive plan (“AIP”), pursuant to which its key managers (including our named executive officers) are eligible to receive performance-based cash bonuses tied to the Company’s achievement of specified financial performance targets for each year. Each year the Compensation Committee or the Board establishes objective financial performance criteria that must be met by the Company in order for bonuses to be paid (usually establishing threshold, target and maximum payout levels for each type of performance measure), and other terms and conditions of awards under the AIP. It also approves any changes to the bonus targets for the named executive officers (other than the CEO’s, which is recommended to and approved by the Board), which are expressed as a percentage of annual salary base rates of the applicable AIP plan year. Under the AIP, no cash AIP bonuses are payable unless the Company achieves the performance thresholds set for the performance period. In general, a participant must be employed by the Company or its subsidiaries through the end of the AIP plan year to receive an AIP bonus payment, although some exceptions exist for circumstances such as retirement, death or position elimination. Additional information regarding AIP bonus payments in these circumstances is included below under “Potential Payments Upon Termination or Change in Control,” below on page 59. The named executive officers’ target AIP bonus percentages are generally determined in connection with the negotiation of their employment terms upon their hiring or promotion. The target bonus percentages are then reviewed annually by the head of the Company’s human resources department (currently our Executive Vice President, General Counsel & Chief Human Resources Officer) who makes a recommendation to the CEO regarding any percentage adjustments for each officer reporting to the CEO (other than himself, which the CEO determines). This recommendation is based on a review of the same factors he uses in determining base salary adjustments. After reviewing this recommendation, the CEO may make modifications based on his own assessment, and then prepares recommendations for the officers reporting to him. The CEO then makes his recommendations to the Compensation Committee for each officer (other than himself); the Executive Vice President, General Counsel & Chief Human Resources Officer makes a recommendation directly to the Compensation Committee regarding the CEO’s percentage, which recommendation is determined in the same manner as his recommendations to the CEO regarding the other officers’ bonus target percentages. The Compensation Committee members then review the target bonus percentage recommendations and, after any adjustments, determine each officer’s target bonus percentage on behalf of the Company, except for the CEO’s bonus targets, which the Compensation Committee recommends to the Board for approval. In determining target bonus percentages for our named executive officers for any particular year, the Committee generally considers the same factors it uses in determining base salary rate adjustments. The Compensation Committee may make the target bonus percentage change effective for the full year or make it effective on some date later in the plan year. If a participant’s target bonus percentage is changed effective during a plan year, then the effective target bonus percentage for the plan year is a weighted average of the two percentages, based on the time during the year that each of the two percentages was in effect unless determined otherwise by the Compensation Committee. 2023 Annual Incentive Plan In February 2023, the Company’s 2023 annual incentive plan (the “2023 AIP”) was approved by our Compensation Committee. The 2023 AIP bonus targets for our named executive officers are expressed as a percentage of their annual base salary rates in effect on November 30, 2023. Each such target was determined in accordance with the process described above. In February 2023, the Compensation Committee considered the recommendations of Messrs. Lehner and Silver, the comparable compensation reported in surveys, the Peer Group information and other factors, including the factors it considered in making base salary rate adjustments, and it set the target bonus percentages of the named executive officers as set forth in the below table for the fiscal year 2023 (except for the CEO’s target, which was recommended to and approved by the Board). The target AIP bonus levels were set to reflect the relative responsibility for our performance and to allocate appropriately the total cash opportunity between base salary and incentive-based compensation.

  8. Principles

    | Named Executive Officer | 2023 target bonus percentage | | Edward J. Lehner | 125% | | James J. Claussen | 75% | | Michael J. Burbach | 75% | | Mark S. Silver | 70% | | John E. Orth | 65% |

  9. Principles

    For the 2023 AIP, it was determined that a combination of earnings before interest, taxes, depreciation, amortization and other adjustments (“Adj. EBITDA, excl. LIFO”), and “economic value added” (“EVA”) should be used as the performance measures for determining the cash AIP bonus payable to our named executive officers. Adj. EBITDA, excl. LIFO and EVA were chosen as the appropriate performance measures to motivate our key executives, including the named executive officers, to both maximize earnings and increase our enterprise value. These performance measures’ thresholds and targets are set such that they exceed fixed cash commitments. Adj. EBITDA, excl. LIFO is calculated as our net income excluding interest and other expense on debt, provision for income taxes, depreciation, amortization, reorganization, net last-in first-out inventory expenses or income, asset impairment expenses, and other charges (as reported in the Company’s annual audited financial statements included in the Company’s Form 10-K and other SEC filings). EVA is the amount by which Adj. EBITDA, excl. LIFO exceeded a carrying cost of capital applied to certain of our assets (“Cost of Capital”). Cost of Capital is equal to our net operating assets (accounts receivable plus average cost inventory plus property, plant & equipment, plus prepaid expenses and other assets, minus accounts payable, minus salaries & wages payable, and minus other current liabilities) (as reported in the Company’s annual audited financial statements included in the Company’s Form 10-K and other SEC filings) multiplied by the “cost of capital rate” of 15%. In summary, EVA is calculated as Adj. EBITDA, excl. LIFO minus the Cost of Capital. For our named executive officers, 50% of their bonus opportunity for 2023 was based on Company (“corporate”) Adj. EBITDA, excl. LIFO and the remaining 50% was based on corporate EVA for 2023. The targets for each objective considered the lower fixed cash commitments, such as interest and pension expense, which accrued to the benefit of shareholders by way of dividends and share repurchases. A reconciliation of these non-GAAP financial measures to the most comparable GAAP measure is included in Appendix A to this proxy statement. Actual Payouts under the 2023 AIP In 2023, the Company’s financial performance met the threshold, but fell below the target payout level under the 2023 AIP for corporate performance, and resulted in the payout of approximately 83% of the target AIP for all named executive officers. Information on the AIP achievement levels of our named executive officers for 2023 AIP purposes and actual 2023 AIP payouts are shown in the tables below.

  10. Principles

    | Performance Criteria (Corporate) | Threshold (25% payout) | Target (100% payout) | Maximum (200% payout) | 2023 Performance | Payout Percentage Performance | | 2023 EBITDA excl. LIFO | | | | | | | Company Group(1) | 125.0 | 225.0 | 325.0 | 231.1 | 106.7% | | 2023 EVA | | | | | | | Company Group(1) | (55.0) | 5.0 | 85.0 | (18.6) | 60.7% |

  11. Principles

    | Named Executive Officer | Base Salary | Target 2023 AIP Bonus (as a percentage of Base Salary) | Target 2023 AIP Bonus (dollar amount) | Actual 2023 AIP Award Paid | | Edward J. Lehner | $1,200,000 | 125% | $1,500,000 | $1,250,480 | | James J. Claussen | $472,500 | 75% | $354,375 | $295,426 | | Michael J. Burbach | $494,000 | 75% | $370,500 | $308,869 | | Mark S. Silver | $456,750 | 70% | $319,725 | $266,540 | | John E. Orth | $360,360 | 65% | $234,234 | $195,270 |

  12. Principles

    AIP and Discretionary Bonuses In the beginning of the fiscal year, we establish performance measures for determining the payable AIP bonus. The Compensation Committee and our Board generally view the use of AIP bonuses as an effective means to compensate our named executive officers for rewarding performance and achieving our annual financial goals. The Compensation Committee believes that where the performance measure thresholds for AIP payout do not yield bonus payout amounts that appropriately reward the level of achievement of the Company’s fiscal performance goals, it may take into consideration such facts and circumstances, and pay a discretionary bonus in order to reward performance and motivate. The Board approved a one-time discretionary bonus for Mr. Lehner in the amount of $1.2 million on March 6, 2023, to reward Mr. Lehner’s leadership and the Company’s strong financial results in 2021 and 2022. Mr. Lehner will be required to repay 66.67% if he resigns without good reason or his employment is terminated by the Company for “cause” after December 31, 2023, but prior to December 31, 2024, and 33.33% if he resigns without good reason or his employment is terminated by the Company for “cause” after December 31, 2024, but before December 31, 2025. If Mr. Lehner had resigned without good reason or been terminated for cause prior to December 31, 2023, 100% of the bonus would have had to be repaid. The Board believes that providing this bonus, subject to the clawback upon any resignation, assists with retaining Mr. Lehner’s continued service with the Company. Long-Term Incentive Plan (“LTIP”) The Compensation Committee expects that the Company will grant equity awards to select employees on an annual basis under an LTIP to serve several compensation objectives. First, the Compensation Committee believes that equity awards, in tandem with our executive stock ownership guidelines described below under “Executive Stock Ownership Guidelines,” on page 50, encourage ownership of our common stock by our executive officers, which aligns the interests of those officers with those of our stockholders. In addition, the vesting provisions applicable to the awards are structured to help retain executive officers and reward the achievement of long-term business objectives that benefit our stockholders. The Compensation Committee believes that performance metrics applicable to long-term incentive awards are particularly critical to encourage forward planning for our success. The Compensation Committee intends to continue to align the metrics for future long-term incentive compensation programs with the Company’s strategic goals as they evolve. The equity awards are issued under the Company’s Second Amended and Restated Omnibus Incentive Plan, which was approved in its amended and restated form by our stockholders at the Company's 2023 annual meeting (the “Second Amended and Restated Omnibus Plan”). The Second Amended and Restated Omnibus Plan permits the grant of various types of awards which allows the Compensation Committee to choose awards it believes will provide competitive long-term incentive compensation. The Compensation Committee expects to approve the design of the LTIP annually for the upcoming year and to make LTIP equity awards to named executive officers. Management, including the President & CEO, the CFO and the head of the Company’s human resources department, currently our Executive Vice President, General Counsel & Chief Human Resources Officer, initially discuss and determine the annual LTIP program elements for recommendation to the Compensation Committee. This includes the type of equity award to be granted as well as the aggregate size of the awards for all selected employees. After considering management’s recommendation and other factors, the Compensation Committee then determines the design of the LTIP for the upcoming year, as well as the types and sizes of awards to the named executive officers. In determining the type and aggregate size of all awards to be provided in general and to the named executive officers, as well as the performance metrics that may apply, the Compensation Committee may consider factors including the strategic goals of the Company, trends in corporate governance, accounting impact, the Company’s aggregate budget for long-term incentive compensation, cash flow, the impact on the Company’s earnings per share and the number of shares of common stock that would be required to be allocated. The Compensation Committee may also consider some or all of the following: the officer’s original terms of hire, performance against annual performance goals and considerations of fairness and comparability within the Company. The Compensation Committee also reviews and may adjust the target long-term incentive award at the time of promotions or other significant increases in executive responsibilities. 2023 LTIP – Type of Equity Granted and Performance Metrics In March 2023, the Company granted LTIP awards in the form of RSUs and PSUs to some of its employees, including its named executive officers, as part of its regular grant cycle. No other form of LTIP award was granted. Each of our named executive officer’s 2023 LTIP award was allocated such that two-thirds of the total number of awards consisted of PSUs and one-third of the total number consisted of RSUs. More PSUs were granted than RSUs in order to place greater emphasis on successful financial performance of the Company. All of the RSU and PSU awards were subject to award agreements and the terms of the Second Amended and Restated Omnibus Plan. The LTIPs were granted following Ryerson management presenting Peer Group data and other general survey data from CAP regarding long-term incentive awards to the Compensation Committee. This data included information presented by CAP at the December 2022 Compensation Committee meeting regarding award types, mix of awards and award-vesting periods. After consideration of the information presented and the Compensation Committee's recommendations, the Board approved the 2023 LTIP design and the named executive officers’ LTIP awards in February 2023. Restricted Stock Units (“RSUs”) An RSU is a right to receive a share of Ryerson common stock (or cash based on the value of a share of stock) on a specified vesting date in the future. The RSUs vest on each of the first three anniversaries of the RSU grant date, provided that the recipient remains employed by the Company through the applicable vesting date (unless otherwise determined by the Compensation Committee). RSUs granted to our named executive officers accrue dividend equivalents in the event the Company declares a cash dividend on its common stock, but the holders of the RSUs have no other rights as stockholders with respect to the RSUs (e.g., no voting rights). Holders of the RSUs may not sell, assign or otherwise transfer the RSUs, and any unvested RSUs are forfeited if the holder’s employment is terminated for any reason. Performance Units (“PSUs”)

  13. Principles

    A PSU is a right to receive a share of Ryerson common stock (or cash based on the value of a share of stock) on a specified vesting date in the future, subject to the level of achievement of predetermined organizational performance goals over a specified period of time. The PSUs awarded under the 2023 LTIP will vest, if at all, on the later to occur of (x) the third anniversary of the PSU grant date, and (y) the date the Compensation Committee certifies the Company’s achievement of applicable performance objectives. Vesting of the PSUs is subject to the recipient remaining employed by the Company through the vesting date (unless otherwise determined by the Compensation Committee), and the portion of the PSUs that vest will depend on the level of the Company’s performance over the three-year period from 2023 through 2025 (the “PSU Performance Period”) against certain performance objectives. The actual number of shares of Ryerson common stock (or cash based on the value of such number of shares) received with respect to a PSU award might not equal the targeted number of shares, depending on the Company’s performance. The three-year performance period was chosen to emphasize the importance of achieving longer-term goals in creating value for stockholders, and to diminish the effect of short-term macroeconomic volatility on achievement of longer-term objectives of the 2023 LTIP. PSUs granted to our named executive officers under the 2023 LTIP do not provide the holder with any rights as stockholders with respect to the PSUs (e.g., no voting rights) and do not accrue any dividend equivalent rights. Holders of the PSUs may not sell, assign or otherwise transfer the PSUs, and any unvested PSUs are forfeited if the holder’s employment is terminated for any reason (unless otherwise determined by the Compensation Committee). PSU Performance Objectives Payment under the PSUs granted to our named executive officers under the 2023 LTIP is subject to the achievement of the following two PSU performance objectives: (i) a “Cumulative Adjusted EBITDA” performance objective, and (ii) a “Cumulative Managerial Controllable Free Cash Flow” performance objective. For these purposes, “Cumulative Adjusted EBITDA” means the sum of Adjusted EBITDA and net last-in first-out inventory expense or income (as reported in the Company’s SEC filings for the applicable period) over the entire PSU Performance Period. In addition, for these purposes, “Cumulative Managerial Controllable Free Cash Flow” means the sum of Adjusted EBITDA, net last-in first-out inventory expense or income (as reported in the Company’s SEC filings for the applicable period), plus or minus changes in the Consolidated Statements of Cash Flows for inventory, accounts receivable, accounts payable, capital expenditures and proceeds from asset sales, for the PSU Performance Period (as reported in the Company’s Forms 10-K) combined. A reconciliation of these non-GAAP financial measures to the most comparable GAAP measure is included in Appendix A to this proxy statement. Determining PSUs Earned and Award Range The actual number of PSUs granted to our named executive officers under the 2023 LTIP that are earned, if any, will be based on the Company’s achievement of the two performance objectives, Cumulative Adjusted EBITDA and Cumulative Managerial Controllable Free Cash Flow measured in total during the PSU Performance Period against established targets for each objective, each as set forth below. The performance objectives are weighted 50% each such that half of the PSUs granted vest based on achievement of the Cumulative Adjusted EBITDA metric and half based on achievement of the Cumulative Managerial Controllable Free Cash Flow metric. The performance objectives provide that vesting of its respective 50% of the total PSU award is subject to the Company achieving an amount equal to or greater than a specified threshold dollar amount for such performance objective for the Performance Period. If a performance objective is achieved at threshold but not exceeded, half of the PSUs relating to that performance objective will vest. If the target for a performance objective is achieved or exceeded, 100% of the PSUs relating to that performance objective will vest. If an amount in between the threshold and target dollar amount for a performance objective is achieved, the vesting percentage will be interpolated on a straight-line basis. If performance for either objective is below the applicable threshold, none of the corresponding PSUs will be earned.

  14. Principles

    | Performance Criteria | Threshold (50% Vesting)(1)(2) | Target (100% Vesting)(1) | | Cumulative Adjusted EBITDA (50%)(3) | $575.0M | $750.0M | | Cumulative Managerial Controllable Free Cash Flow (50%) | $450.0M | $625.0M |

  15. Principles

    (1) Performance between the threshold and target levels will be interpolated on a straight-line basis. (2) None of the corresponding PSUs vest if performance for the applicable target is below threshold. In 2023, we decreased the Cumulative Adjusted EBITDA threshold and target amounts as compared to 2022. Our financial performance in 2021 and 2022 were in part the result of extraordinary market conditions following the COVID-19 pandemic. We subsequently adjusted the targets expecting more normalized market conditions taking into account historical, current, and anticipated market data as well as conditions specific to the Company, including investment in long-term growth initiatives. The level of difficulty of attaining the Cumulative Adjusted EBITDA and Cumulative Managerial Controllable Free Cash Flow performance objectives is moderate, based on projected results over the performance period. When granted, the company expects that performance results will be in the range between threshold and target levels. PSU Achievement for 2023 The PSUs granted on March 31, 2021 to certain employees, including the named executive officers, were originally awarded with vesting based on the achievement of Cumulative Adjusted EBITDA and Cumulative Managerial Controllable Free Cash Flow in the three-year performance period beginning on January 1, 2021 and ending December 31, 2023. On February 15, 2024, the Board certified that the Cumulative Adjusted EBITDA and Cumulative Managerial Controllable Free Cash Flow goals for such performance period had been achieved at target level. Accordingly, the PSUs granted on March 31, 2021 will fully vest on March 31, 2024, subject to the recipient remaining employed by the Company through the vesting date. For additional detail on the RSUs and PSUs (both performance-based and service-based) held by our named executive officers, see the “Outstanding Equity Awards at Fiscal Year-End Table” below. Nonqualified Stock Options (“NSOs”) In addition to RSUs and awards granted during the Company’s regular grant cycle, the Company may also grant NSOs. NSOs granted to our named executive officers under the LTIP do not provide the holder with any rights a stockholder with respect to the NSOs (e.g., no voting rights) and do not accrue any dividend equivalent rights. Holders of the NSOs may not sell, assign or otherwise transfer the NSOs, and any unvested NSOs are forfeited if the holder’s employment is terminated for any reason (unless otherwise determined by the Compensation Committee). NSOs that are not exercised within the exercise period are also forfeited. NSOs Performance Objectives In February 2021 the Compensation Committee recommended to the Board, and the Board approved, a special LTIP grant of NSOs (the "2021 NSOs") in the form of performance-vesting stock options to the Company’s key employees, including each of its named executive officers, who received 7,500 such options (other than our CEO, Mr. Lehner, who received 12,500). These NSOs have vested or will vest, if at all, in specific increments on each of the first four anniversaries of the grant date if the average closing price of the Ryerson stock is equal to or exceeds the target price during any consecutive forty-five day window during the corresponding year based on schedule below. Any NSOs that do not vest on its vesting date remain eligible to vest on the fifth anniversary of the grant date if the average closing price of the Ryerson stock is equal to or exceeds the target price during any consecutive forty-five day window during the corresponding year. In all events, the vesting of the NSOs is subject to the holder’s continued employment with the Company through the applicable vesting date. The 2021 NSOs give our employees the right, following vesting and within a designated timeframe, to exercise the vested NSOs into Company common stock at a preset exercise price per share. The exercise price for the 2021 NSOs is $16.50, which exercise price was set based on the Company’s average share closing price over the five business days preceding the grant date of March 31, 2021. The first and second tranche of the 2021 NSO grants, representing a total of 30% of the overall grant, have already vested. The third tranche, representing 30% of the overall grant, will vest on March 31, 2024. The remaining fourth tranche, representing 40% of the overall grant, is eligible to vest on the fourth anniversary of the grant date. If the fourth tranche does not vest on its initial vesting date, it remains eligible to vest on the fifth anniversary of the grant date.

  16. Principles

    | Year(1) | Target Price | Annual Vesting(1) | Vesting Year | | 1 | $18.15(2) | 10% | April 1, 2021 – March 31, 2022 | | 2 | $19.96(3) | 20% | April 1, 2022 – March 31, 2023 | | 3 | $21.96(4) | 30% | April 1, 2023 – March 31, 2024 | | 4 | $24.15 | 40% | April 1, 2024 – March 31, 2025 | | 5 | $26.57 | - | April 1, 2025 – March 31, 2026 |

  17. Principles

    | Named Executive Officer | PSUs (units) | RSUs (units)(1) | | Edward J. Lehner | 73,700 | 36,300 | | James J. Claussen | 23,450 | 11,550 | | Michael J. Burbach | 23,450 | 11,550 | | Mark S. Silver | 16,750 | 8,250 | | John E. Orth | 11,725 | 5,775 |

  18. Principles

    (1) One-third of such RSUs will vest on each of the first three anniversaries of the RSU grant date. The Board approved the 2023 LTIP awards to the named executive officers after considering Peer Group data, comparable compensation data obtained from surveys, the officers’ positions and shares available for allocation under the Second Amended and Restated Omnibus Plan. Additional information regarding the 2023 LTIP equity awards granted to our named executive officers, including the threshold and target award amounts for the PSUs, is included in the table below under “Grants of Plan-Based Awards,” on page 52. Retirement Benefits

  19. Qualified Savings Plans

    Qualified Savings Plans Our tax-qualified employee savings and retirement plan (the “401(k) Plan”) covers certain full- and part-time non-union employees, including our named executive officers. Under the 401(k) Plan, employees may elect to reduce their current compensation up to the statutorily prescribed annual limits and have the amount of such reduction contributed to the 401(k) Plan. Our Board believes that the 401(k) Plan provides an important and highly valued means for employees to save for retirement. All of our named executive officers participated in the 401(k) Plan on the same basis as our other employees in 2023. From January 1, 2023, through December 31, 2023, under this plan, we matched 100% of the first 4% of each employee’s contributed base salary and 50% of the contributions from 4% to 6% of the employee’s contributed base salary. Nonqualified Savings Plan We also maintain a nonqualified savings plan, which is an unfunded, nonqualified plan that allows a select group of management and highly compensated employees who make the maximum annual contributions allowed by applicable law to the 401(k) Plan to make additional deferrals in excess of the statutory limits. Under this plan, participants may contribute from 1% to 10% of their base salary. Just as we do for the 401(k) Plan, under this plan we match 100% of the first 4% of each participant’s contributed base salary contributed and 50% of the contributions from 4% to 6% of the participant’s contributed base salary. Our named executive officers will be entitled to the vested balance of their respective accounts when they retire or otherwise terminate employment. Participants are generally permitted to choose whether the benefits paid following their retirement will be paid in a lump sum or installments, with all amounts to be paid by the end of the calendar year in which the employee reaches age 75. For participants terminating employment for reasons other than retirement, the account balance is payable in a lump sum by no later than 60 days after the one-year anniversary of the termination of employment. None of our named executive officers made contributions to the nonqualified savings plan during 2023. Our nonqualified savings plan allows deferred amounts to be notionally invested in the Managed Income Portfolio Fund II (or any successor fund) that is available to the participants in our 401(k) Plan. Our Board believes that our nonqualified savings plan provides an enhanced opportunity for our eligible employees, including our named executive officers, to plan for and meet their retirement savings needs. In 2023, none of our named executive officers contributed to the nonqualified savings plan and we did not make any contributions to it on behalf of any of them. As of December 31, 2023, Mr. Burbach had an aggregate account balance under the nonqualified savings plan, equal to $12,350. Qualified Pension Plan The Company currently sponsors the Ryerson Pension Plan, a qualified defined benefit pension plan. Of our named executive officers, only Mr. Burbach was eligible to participate in the Ryerson Pension Plan. Mr. Burbach was eligible to participate in the Ryerson Pension Plan under the Ryerson Pension Plan Supplement for Former Participants in the Integris Metals, Inc. Pension Plan, which was frozen as of December 31, 2005, and under which full pension benefits are payable to eligible employees who, as of the date of separation from employment, are at least age 62 with 10 years of vesting service. Reduced benefits are payable to eligible employees who, as of the date of separation from employment, are at least age 55 but less than age 62 with 10 years of vesting service. Accrued benefits are reduced by 7% for each year benefits commencement precedes age 62. Under this supplement, in general, benefits for eligible employees are based on two factors: (i) years of benefit service prior to the December 31, 2005 freeze date of this supplement, and (ii) the average annual earnings in the highest five consecutive paid calendar years during the ten-year period prior to December 31, 2005. Supplemental Pension Plan We also sponsor the Integris Metals, Inc. Excess Retirement Benefit Plan, a nonqualified supplemental pension plan. This plan was frozen as of December 31, 2005. The Code imposes annual limits on contributions to and benefits payable from our qualified pension plan. The Integris Metals, Inc. Excess Retirement Benefit Plan provides benefits to highly compensated employees (including our named executive officers) in excess of the limits imposed by the Code. Mr. Burbach is eligible for the Integris Excess Benefit Retirement Plan. Under this plan, payments are made on a monthly basis following retirement, along with the qualified plan monthly payments. The amount of benefit payable is an amount equal to the excess of the amount of pension plan benefit to which he would be entitled if such benefit were computed without giving any effect to the limitations imposed from time to time by Sections 401(a)(17) and 415 of the Code, less the amount of the qualified pension plan benefit to which he is entitled. Participants are fully vested in this supplemental plan after the earlier of attaining (i) age 65, or (ii) five years of vesting service, as defined in the qualified pension plan. If a participant’s termination occurs for reasons of cause, the participant’s or beneficiary’s supplemental benefit from this plan is permanently forfeited. Mr. Burbach’s combined frozen pension benefit from these pension plans is approximately $74,949 annually upon his retirement upon reaching retirement age under the plans, which is 62 years. These plans are described in further detail below under “Pension Benefits,” on page 58. Perquisites and Other Benefits All of our named executive officers were eligible for coverage under our health insurance programs, as well as group life insurance, short-term disability and long-term disability benefits, on the same terms as our other employees. Additionally, Mr. Claussen maintained a corporate apartment in Chicago through June 2023, which rent the Company reimbursed in an amount equal to $16,888 under Mr. Claussen’s amended and restated employment agreement. Mr. Claussen's employment agreement is described in more detail under “Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards - Employment Agreements,” below on page 53. Employment Agreements Our Compensation Committee believes that employment agreements with our named executive officers are valuable tools to both enhance our efforts to retain these executives and protect our competitive and confidential information. We are party to agreements with each of our named executive officers that govern their employment with the Company. The Employment Agreements with our named executive officers are described in more detail under “Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards - Employment Agreements,” below on page 59. The estimates of the value of the benefits potentially payable under these agreements (if any) upon certain terminations of employment or change of control are included under “Potential Payments Upon Termination or Change in Control,” below on page 59. Compensation Risk Management

  20. Qualified Savings Plans

    The Company’s management conducts a risk-assessment annually related to the Company’s compensation programs and presents to the Compensation Committee its assessment of the related risks. The Company’s assessment in 2023 included a review and assessment of risks related to Company’s AIP and LTIP discussed in this proxy statement, including an analysis of the mix of fixed and at-risk compensation based on each position’s level of accountability and its impact on financial results, as well as sales incentive plans applicable to the Company’s sales employees. We have reviewed our compensation policies and practices and have determined that those policies and practices are not reasonably likely to have a material adverse effect on the Company. Tax Considerations and Deductibility of Compensation In general, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) generally denies a publicly held corporation a deduction for federal income purposes for compensation in excess of $1 million per year paid to certain “covered employees.” The Compensation Committee may, from time to time, design programs that are intended to further our success, including by enabling us to continue to attract, retain, reward and motivate highly-qualified executives that may not be deductible as a result of the limitations on deductibility under Section 162(m) of the Code. Executive Stock Ownership Guidelines In December 2023, our Board updated our stock ownership guidelines for our executive officers, including our named executive officers. The guidelines are intended to increase the stake these officers hold in the Company and to more closely align their long-term financial interests with those of our stockholders and to help mitigate potential risk-taking behaviors (such as focusing on short-term gains at the expense of long-term value). The guidelines provide that officers meet the following stock ownership requirements: • The President & CEO should acquire and maintain stock ownership equal in value to at least five times his/her base salary; • The CFO and COO should acquire and maintain stock ownership equal in value to at least three times his/her base salary; and • Our other section 16 executive officers should acquire and maintain stock ownership equal in value to at least two times his/her base salary. Our current executive officers have five years to achieve the above ownership requirements from the date the ownership guidelines were adopted. Newly hired and promoted executive officers will have five years from the date they are appointed to achieve their ownership requirements. Shares of common stock, unvested RSUs and restricted stock, vested RSUs, and earned PSUs are included in the calculation of stock ownership levels. All our executives were in compliance with the guidelines at the end of December 31, 2023. Prohibition on Speculative Stock Transactions The Company considers it improper and inappropriate for our employees, officers and directors to engage in speculative transactions in Ryerson securities. We have an insider trading policy that governs the purchase, sale and other dispositions of our securities by our directors, officers, and employees, and by the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE listing standards. Clawback Policy We adopted a clawback policy as required by the final Dodd-Frank Rules and NYSE exchange listing standards. In accordance with the applicable rules, in connection with an accounting restatement our policy requires recoupment of certain erroneously awarded incentive compensation paid to our executive officers if the amounts paid were based on a financial reporting measure and the executive officer received more incentive compensation during the three completed fiscal years preceding the date of the accounting restatement than they would have received had such compensation been determined based on the restated amounts, without regard to any fault or misconduct. Recommendation As set forth in the “Compensation Committee Report” above on page 31, the committee has reviewed this Compensation Discussion and Analysis and recommended its inclusion in this proxy statement. The following table presents compensation information for Mr. Lehner, President & CEO; Mr. Claussen, EVP and CFO; and Messrs. Burbach, Orth and Silver, our three next most highly compensated executive officers serving on December 31, 2023. Summary Compensation Table For Fiscal Year Ended December 31, 2023

  21. Qualified Savings Plans

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Edward J. Lehner | 2023 | 1,150,000 | — | 4,001,800 | — | 1,250,480 | — | 73,968 | 6,476,248 | | President & CEO | 2022 | 1,037,500 | 1,200,000 | 3,852,200 | — | 2,750,000 | — | 58,412 | 8,898,112 | | | 2021 | 937,500 | — | 1,789,200 | 135,750 | 2,437,500 | — | 19,504 | 5,319,454 | | James J. Claussen | 2023 | 461,250 | — | 1,273,300 | — | 295,426 | — | 50,897 | 2,080,873 | | EVP & CFO(7) | 2022 | 437,500 | — | 1,225,700 | — | 675,000 | — | 52,922 | 2,391,122 | | | 2021 | 420,682 | — | 596,400 | 81,450 | 631,126 | — | 38,894 | 1,768,552 | | Michael J. Burbach | 2023 | 484,500 | — | 1,273,300 | — | 308,869 | 3,512 | 38,600 | 2,108,781 | | COO(8) | 2022 | 462,500 | — | 1,225,700 | — | 712,500 | — | 32,054 | 2,432,754 | | | 2021 | 444,483 | — | 596,400 | 81,450 | 675,000 | 17,539 | 19,382 | 1,834,254 | | Mark S. Silver | 2023 | 445,875 | — | 909,500 | — | 266,540 | — | 29,573 | 1,651,488 | | EVP, General Counsel & | 2022 | 423,800 | — | 787,950 | — | 609,000 | — | 24,986 | 1,845,736 | | Chief Human Resources Officer | 2021 | 393,850 | — | 383,400 | 81,450 | 577,640 | — | 15,986 | 1,452,326 | | John E. Orth | 2023 | 353,430 | — | 636,650 | — | 195,270 | — | 25,712 | 1,211,062 | | EVP, Operations | 2022 | 330,750 | — | 525,300 | — | 450,450 | — | 22,564 | 1,329,064 | | | 2021 | 301,875 | — | 255,600 | 81,450 | 378,000 | — | 16,026 | 1,032,951 |