DEF 14A of Ryerson Holding Corp, Mar 5, 2025

DEF 14A of Ryerson Holding Corp

Filed Mar 5, 2025 · FY20240000950170-25-033598

Open on EDGAR

  1. Mark S. Silver

    | RYERSON HOLDING CORPORATION | 1 | COMPENSATION COMMITTEE REPORT | 32 | | ANNUAL MEETING INFORMATION | 2 | DIRECTOR COMPENSATION | 33 | | Who May Vote? | 2 | EXECUTIVE OFFICERS | 35 | | Who May Attend the Meeting? | 2 | Biographies | 35 | | What Am I Voting On? | 2 | EXECUTIVE COMPENSATION | 37 | | How Do I Vote? | 2 | Compensation Discussion and Analysis | 37 | | Stockholders of Record | 3 | Overview | 37 | | Stockholders of Record Can Vote By: | 3 | Executive Compensation Philosophy | 37 | | Stock Held in Street Name | 3 | Consideration of Results of Advisory Vote on Executive Compensation | 38 | | What If I Do Not Provide Voting Instructions? | 3 | | | | Can I Revoke or Change My Vote? | 4 | Determination of Compensation | 38 | | Who Are the Proxies and What Do They Do? | 4 | Use of Peer Groups for Compensation Matters | 39 | | Is My Vote Confidential? | 4 | Components of Compensation | 39 | | What Is the Quorum Requirement for the Annual Meeting? | 4 | Relationship Among the Different Components of Compensation | 40 | | How Are Abstentions, Withheld Votes and Broker Non-Votes Treated? | 4 | | | | | | Base Salary | 40 | | What Vote Is Required to Approve a Proposal? | 5 | 2024 Base Salaries | 41 | | Who Solicits Proxies and How Are They Paid? | 5 | Annual Bonus | 41 | | How Do You Determine Whether I Get One or More Paper Copies of the Proxy Materials? | 5 | 2024 Annual Incentive Plan | 42 | | | | Actual Payout under the 2024 AIP | 43 | | ITEMS YOU MAY VOTE ON | 6 | AIP and Discretionary Bonuses | 44 | | 1. Election of Directors | 6 | Long-Term Incentive Plan | 44 | | 2. Ratification of the Appointment of Independent Registered Public Accounting Firm | 7 | 2024 LTIP – Type of Equity Granted and Performance Metrics | 45 | | 3. Non-Binding, Advisory Vote on the Compensation of Our Named Executive Officers | 9 | Restricted Stock Units | 45 | | | | Performance Units | 45 | | 4. Such Other Business as May Properly Come Before the Annual Meeting | 9 | PSU Performance Objectives | 46 | | | | Determining PSUs Earned and Award Range | 46 | | BOARD OF DIRECTORS | 10 | Nonqualified Stock Options | 47 | | Composition of the Board of Directors | 10 | NSOs Performance Objectives | 47 | | Terms and Classes of Directors | 10 | Named Executive Officer 2024 LTIP Awards | 48 | | Board Diversity | 11 | Retirement Benefits | 49 | | Director Skills & Experience | 12 | Nonqualified Savings Plan | 49 | | Biographies | 13 | Supplemental Pension Plan | 50 | | Meetings of the Board and Board Committees | 18 | Perquisites and Other Benefits | 50 | | CORPORATE GOVERNANCE MATTERS | 19 | Employment Agreements | 50 | | Board Leadership Structure | 19 | Compensation Risk Management | 50 | | Director Independence | 19 | Tax Considerations and Deductibility of Compensation | 50 | | BOARD OVERSIGHT OF RISK | 21 | Executive Stock Ownership Guidelines | 51 | | Enterprise Risk Management | 21 | Prohibition on Speculative Stock Transactions | 51 | | Committee Roles | 22 | Clawback Policy | 51 | | Internal Audit | 22 | Recommendation | 51 | | Governance Guidelines and Committee Charters | 22 | COMPENSATION TABLES | 52 | | Code of Ethics | 23 | Summary Compensation Table | 52 | | Board Education | 23 | Grants of Plan-Based Awards | 53 | | Communications with the Board | 23 | Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards | 54 | | BOARD COMMITTEES | 24 | | | | EXECUTIVE COMMITTEE | 24 | Employment Agreements | 54 | | TRANSACTION COMMITTEE | 24 | Outstanding Equity Awards at Fiscal Year-End | 57 | | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | 24 | 2024 Option Exercises and Stock Vested | 57 | | | | Pension Benefits | 59 | | Process for Selecting Directors | 25 | Nonqualified Savings Benefits | 60 | | AUDIT COMMITTEE | 25 | Potential Payments Upon Termination or Change in Control | 60 | | Audit, Audit-related and Other Non-Audit Services | 27 | Pay Ratio | 62 | | Pre-approval Policies | 27 | Pay Versus Performance | 62 | | Other Policies | 27 | Compensation Actually Paid | 65 | | AUDIT COMMITTEE REPORT – FINANCIAL STATEMENTS RECOMMENDATION | 28 | Cumulative TSR vs Peer Group TSR: | 66 | | | | STOCK OWNERSHIP | 67 | | COMPENSATION COMMITTEE | 29 | Directors and Executive Officers | 67 | | Committee Resources and Authority | 30 | Ownership of More Than 5% of Ryerson Stock | 68 | | Compensation Committee Interlocks and Insider Participation | 31 | RELATED PARTY TRANSACTIONS | 69 | | | | Investor Rights Agreement | 69 |

  2. Recommendation of the Board

    Recommendation of the Board OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADOPTION, ON A NON-BINDING, ADVISORY BASIS, OF THE RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS DESCRIBED UNDER THE HEADING “EXECUTIVE COMPENSATION” IN OUR PROXY STATEMENT. 4. Such Other Business as May Properly Come before the Annual Meeting We do not know of any other matters to be voted on at the meeting. If, however, other matters are properly presented for a vote at the meeting, the persons named as proxies will vote your properly submitted proxy according to their judgment on those matters. Composition of the Board of Directors Our Amended and Restated Certificate of Incorporation and Bylaws provide that the authorized number of directors shall be fixed from time to time by a resolution of the majority of our Board. Our Board is currently comprised of the following eight members:

  3. Recommendation of the Board

    | Kirk K. Calhoun | Court D. Carruthers | Philip e. norment | Jacob Kotzubei | | MICHELLE A. KUMBIER | Stephen P. Larson | KAREN M. LEGGIO | EDWARD J. LEHNER |

  4. Recommendation of the Board

    One of the current directors, Mr. Norment, has not been nominated for re-election to the Board, and will cease to serve as a director immediately following the conclusion of the meeting. Accordingly, Mr. Norment's biography is not presented below. In connection with the IPO, the Company and Platinum entered into an amended and restated investor rights agreement (the “Investor Rights Agreement”) in August 2014 that provided, among other things, that for so long as Platinum collectively beneficially owns (i) at least 30% of the voting power of the outstanding capital stock of the Company, Platinum will have the right to nominate for election to the Board no fewer than that number of directors that would constitute a majority of the number of directors if there were no vacancies on the Board, (ii) at least 15% but less than 30% of the voting power of the outstanding capital stock of the Company, Platinum will have the right to nominate two directors and (iii) at least 5% but less than 15% of the voting power of the outstanding capital stock of the Company, Platinum will have the right to nominate one director. The agreement also provides that if the size of the Board is increased or decreased at any time, Platinum’s nomination rights will be proportionately increased or decreased, respectively, rounded up to the nearest whole number. As of February 14, 2025, Platinum owned 12.3% of the voting power of the outstanding capital stock of the Company. Based on the size of the Board as of February 14, 2025, Platinum has the right to nominate up to one director pursuant to the Investor Rights Agreement. At the 2025 Annual Meeting of the Company, Platinum is not using its right to nominate a director. Our Corporate Governance Guidelines provide that if an officer serving on our Board resigns or retires from his or her executive position with the Company or if a non-management director’s external job changes from the time such director was last elected, such individual shall offer his or her resignation from the Board at the same time; however, whether or not the individual shall continue to serve on the Board is a matter for determination on a case-by-case basis by the Board. Terms and Classes of Directors Our Board is divided into three staggered classes of directors of the same or nearly the same number. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the directors will expire upon election and qualification of successor directors at the annual meeting of stockholders to be held during the years 2025 for the Class II directors, 2026 for the Class III directors, and 2027 for the Class I directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class shall consist of one-third of the directors. The following table sets forth information as of the date of this proxy statement regarding the nominees for directors and other directors who will serve as directors in the classes and for the terms specified below:

  5. Recommendation of the Board

    | Name | Independent | Age | Director Since | Self-Identified Gender | Self-Identified URM (1) | Executive Committee | Audit Committee | Compensation Committee | Nominating & Corporate Governance Committee | Expiration of Current Term | | Nominees for Director | | | | | | | | | | | | Class II | | | | | | | | | | | | Bruce T. Crawford | yes | 62 | | M | X | | | | | | | Stephen P. Larson | yes | 68 | 2014 | M | | X | | | Chair | 2025 | | Continuing Directors | | | | | | | | | | | | Class III | | | | | | | | | | | | Kirk K. Calhoun | yes | 80 | 2014 | M | | | Chair (F) | Chair | | 2026 | | Jacob Kotzubei | yes | 56 | 2010 | M | | Chair | | X | | 2026 | | Edward J. Lehner | yes | 59 | 2022 | M | | X | | | | 2026 | | Class I | | | | | | | | | | | | Court D. Carruthers | yes | 52 | 2015 | M | | | X | X | | 2027 | | Michelle A. Kumbier | yes | 58 | 2024 | F | | | X | | | 2027 | | Karen M. Leggio | yes | 62 | 2024 | F | X | | | | X | 2027 |

  6. Recommendation of the Board

    1 URM: Underrepresented Minority. * Current term expires at this annual meeting. (F) Audit Committee Financial Expert The standing committees of the Board, with the membership indicated as of February 24, 2025, are set forth in the table above. The Board has an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The Board also appoints an ad hoc Transaction Committee from time to time as needed. Board Diversity Director Skills & Experience Among the qualifications, qualities and skills of a candidate considered important by the Nominating and Corporate Governance Committee are a commitment to representing the long-term interests of the shareholders, an inquisitive and objective perspective, the willingness to take appropriate risks, leadership ability, personal and professional ethics, integrity and values, practical wisdom and sound judgment, and business and professional experience in fields such as operations, supply chain and distribution. When evaluating re-nomination of existing directors, the Committee also considers the nominees’ past and ongoing effectiveness on the Board and, with the exception of Mr. Lehner, who is employed by the Company, their independence. The Committee believes that each of the director nominees for the 2025 Annual Meeting possesses these attributes.

  7. Recommendation of the Board

    | Skill & Experience | Calhoun | Kotzubei | Lehner | Carruthers | Kumbier | Leggio | Larson | Crawford | | PUBLIC COMPANY Experience serving as a public company director; demonstrated understanding of current corporate governance standards and best practices in public companies. | • | • | • | • | • | | • | • | | CEO OR SENIOR MANAGEMENT “C-Suite” experience with a public company and/or leadership experience as a division president or functional leader within a complex organization. | | • | • | • | • | • | • | • | | INDUSTRY AND OPERATIONS Experience developing and implementing operating plans and business strategy. | | • | • | • | • | • | • | • | | FINANCE/ACCOUNTING Knowledge of finance or financial reporting; experience with debt and capital market transactions and/or M&A. | • | • | • | • | • | • | • | • | | RISK MANAGEMENT Experience overseeing complex enterprise risk management matters. | • | • | • | • | • | | • | • | | CYBERSECURITY/DATA PRIVACY Experience implementing IT strategies and managing cybersecurity risks. | • | | • | | | | | • | | CORPORATE GOVERNANCE & SUSTAINABILITY Informed on Company issues related to sustainability, including environmental, social and governance issues while monitoring emerging issues potentially affecting the reputation of the business. | | • | • | • | | • | • | | | SUPPLY CHAIN/LOGISTICS Experience in supply chain management encompassing the planning and management of all activities involved in sourcing and procurement, conversion, and all logistics management activities. | | | • | • | • | • | • | | | HUMAN RESOURCES/ COMPENSATION Experience managing a human resources/compensation function; experience with executive compensation and broad-based incentive planning. | • | • | • | • | • | • | • | • |

  8. Recommendation of the Board

    Biographies Additional information regarding the nominees and continuing directors is set forth below and is based on information furnished to us by the nominees and directors. Nominees for Director The Board has nominated General Crawford and Mr. Larson for election at the 2025 annual meeting, each to hold office until the annual meeting of stockholders in 2028 (subject to the election and qualification of their successors or the earlier of their death, resignation or removal). Mr. Larson is currently a director. One of our current directors, Mr. Norment, has not been nominated for re-election to the Board, and will cease to serve as a director immediately following the conclusion of the meeting.

  9. Recommendation of the Board

    | Bruce T. Crawford | Public Company Directorships: | | | Comtech Telecommunications Corp. (NASDAQ: CMTL) | | General Bruce T. Crawford retired from the U.S. Army with the rank of Lieutenant General after serving for 34 years. From 2017 to 2020, General Crawford served as the U.S. Army’s Chief Information Officer and principal enterprise IT and cybersecurity policy advisor to the Secretary of the Army and the Army Chief of Staff. Prior to that, General Crawford served in a variety of operational, strategic, and tactical positions in the U.S., Europe, the Pacific and Southwest Asia. From 2022 to 2023, General Crawford served as the Chief of Innovation, Chair of the Digital Advisory Group and Director of the Global Digital Center of Excellence at Jacobs Solutions Inc. (NYSE: J), a provider of engineering, technical, professional and construction services. In this role, General Crawford led the company’s global digital transformation and innovation initiatives. From 2020 to 2022, General Crawford served as Jacobs Solutions’ Senior Vice President for Strategic Development, Growth and Sales in the $5 billion government-focused Critical Mission Solutions division. General Crawford earned a Bachelor of Science in Electrical Engineering from South Carolina State University. He also holds a Master of Science in Administration from Central Michigan University, a Master of Science in National Resource Strategy from the National Defense University, and an Honorary Doctorate of Public Service from South Carolina State University. General Crawford currently serves on the Board of Directors of Foundation Risk Partners, The George C. Marshall International Center and the Armed Forces Communications Electronics Association. He previously served as a member of the Board of Directors of Avalara Inc. General Crawford’s extensive senior management experience has led the Board to conclude that he has the background and skills necessary to serve as a director of the Company. | |

  10. Recommendation of the Board

    | Stephen P. Larson | Director since: | | | October 2014 | | Stephen P. Larson has been a director since October 2014. Mr. Larson completed a 35-year career with Caterpillar Inc. in 2014 after holding multiple positions in the areas of accounting, finance, marketing and logistics. Caterpillar is the world’s leading manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. His senior leadership positions for Caterpillar included roles as Product Manager; Regional Manager for Canada and the Eastern United States; Vice President, Caterpillar Financial Services Asia Pacific; Caterpillar Logistics President-Americas region; and from 2007 until his retirement, Vice President, Caterpillar Inc. and President and Chairman of Caterpillar Logistics Services, a wholly owned subsidiary of Caterpillar Inc. From November 2015 to August 2016, Mr. Larson served as Interim Chief Executive Officer and was already a member of the board of directors of Neovia Logistics Services, LLC (formerly Caterpillar Logistics Services), a global, industrial contract logistics company. Mr. Larson previously served for six years as a Commissioner on the board of the Metropolitan Airport Authority of Peoria, Illinois. He earned a Bachelor of Business Administration and a Master of Business Administration both from | |

  11. Recommendation of the Board

    | Western Illinois University. Mr. Larson's experience in accounting, finance and other areas for a large international manufacturer has led the Board to conclude that he has the background and skills necessary to serve as a director of the Company. |

  12. Recommendation of the Board

    Continuing Directors Mses. Kumbier and Leggio and Messrs. Calhoun, Carruthers, Kotzubei and Lehner will remain directors after the annual meeting.

  13. Recommendation of the Board

    | Kirk K. Calhoun | Director since: | | | August 2014 | | Kirk K. Calhoun joined the Board of Directors as the chairman of the Audit Committee upon the completion of the Company’s IPO in August 2014. Mr. Calhoun joined the public accounting firm Ernst & Young LLP in 1965 and served as a partner of the firm from 1975 until his retirement in 2002. Mr. Calhoun has a B.S. in Accounting from the University of Southern California. He currently serves on the Board of Directors and Audit Committees of NantHealth, Inc., as well as on the board of two private companies. Mr. Calhoun served on the boards of several public companies up until the dates of their respective sales, including Abraxis Bioscience, Inc., Myogen, Inc., Aspreva Pharmaceutical Corporation, Adams Respiratory Therapeutics, Inc., and Replidyne, Inc. Mr. Calhoun’s experience serving on public company audit committees and boards of directors and his past work as a partner with Ernst & Young LLP has led the Board to conclude that Mr. Calhoun has the requisite expertise to serve as a director of the Company and qualifies as a financial expert for audit committee purposes. | |

  14. Recommendation of the Board

    | Jacob Kotzubei | Director since: | Public Company Directorships: | | | January 2010 | Vertiv Holding Co (NYSE: VRT) Ingram Micro Holding Corp (NYSE: INGM) | | Jacob Kotzubei joined Platinum in 2002 and is a Co-President at the firm. Mr. Kotzubei serves as a director or manager of a number of Platinum’s portfolio companies. Prior to joining Platinum in 2002, Mr. Kotzubei worked for Goldman Sachs’ Investment Banking Division in New York City for four and half years. Previously, he was an attorney at Sullivan & Cromwell LLP in New York City, specializing in mergers and acquisitions. He previously served on the board of directors of KEMET Corporation, Key Energy Services, Inc. and Verra Mobility Corporation. Mr. Kotzubei received a Bachelor’s degree from Wesleyan University and holds a Juris Doctor from Columbia University School of Law. Mr. Kotzubei was selected to serve on the board due to his experience in executive management oversight, private equity, capital markets, mergers and acquisitions and other transactional matters. | | |

  15. Recommendation of the Board

    | Edward J. Lehner | Director since: | | | February 2022 | | Edward J. Lehner has been our President & Chief Executive Officer since June 2015. Previously, he had served as our Executive Vice President and Chief Financial Officer since August 2012. Prior to joining the Company, he served as chief financial officer and chief administrative officer for PSC Metals, Inc. from 2009 to 2012. PSC Metals is a North American ferrous and non-ferrous scrap processor. Mr. Lehner is a current member, and from July 1, 2019, through June 2021 Mr. Lehner served as Chairman, of the Board of Directors of the Metals Service Center Institute, a non-profit association serving the industrial metals industry. Mr. Lehner also has served on the Board of Directors of Modumetal Inc., and The Mississippi State Workforce Investment Board. Mr. Lehner earned a bachelor’s degree in accounting from the University of Cincinnati. Mr. Lehner’s substantial prior experience as a senior executive for multiple metals companies has led the Board to conclude that Mr. Lehner has the background and skills necessary to serve as a director of the Company. | |

  16. Recommendation of the Board

    | Court D. Carruthers | Director since: | | | August 2015 | | Court D. Carruthers has been a Director since August 2015. He serves as President and CEO of TricorBraun, Inc., a global packaging solutions company, where he is also a director. He is the founder and principal of CKAL Advisory Partners, LLC. He previously served as Senior Vice President and Group President, Americas, of W.W. Grainger, Inc., a broad-line supplier of maintenance, repair and operating (MRO) products, from 2013 until July 2015. Prior to that time, he had served as President, Grainger U.S., from 2012 until 2013; President, Grainger International, from 2009 until 2012; and President, Acklands-Grainger, from 2006 until 2009. He was appointed a Senior Vice President of Grainger in 2007. Mr. Carruthers is a past director of a number of private and public companies including US Foods, Monotaro, Shoes for Crews, Follett Corp., and Foundation Building Materials, Inc. Mr. Carruthers currently serves as a governor of Lake Forest Open Lands and Co-Chair of ExperiGreen. He is a Chartered Professional Accountant (Canada, non-practicing), a Fellow of the Chartered Professional Accountants of Canada (FCPA, FCMA), and an Institute-Certified Director by the Institute of Corporate Directors. He holds a Bachelor of Commerce from the University of Alberta in Edmonton, Alberta, Canada, a Master of Business Administration from Queens University in Kingston, Ontario, Canada, and a Doctor of Business Administration from Pepperdine University. His substantial prior experience as a senior executive for a large international distribution company has led the Board to conclude that Mr. Carruthers has the background and skills necessary to serve as a director of the Company. | |

  17. Recommendation of the Board

    | Michelle A. Kumbier | Director since: | Public Company Directorships: | | | April 2024 | Abbott Laboratories (NYSE: ABT) Teledyne Technologies Incorporated (NYSE: TDY) | | Michelle A. Kumbier currently serves as the Senior Vice President and President of the Turf and Consumer Products business of Briggs & Stratton LLC (NYSE: BGG) (“B&S”), a designer, manufacturer and seller of gasoline powered engines and electrification, turf and utility outdoor power equipment, and home standby products. Prior to joining B&S in 2022, Ms. Kumbier served as the Chief Operating Officer of Harley-Davidson, Inc. (“HD”) from 2017 to 2020 after holding numerous leadership positions of increasing responsibility in the areas of supply chain, manufacturing, product development, aftermarket, and sales during her more than two decades at HD. Prior to her time at HD, Ms. Kumbier started her career at Kohler Company Inc., holding various positions over an eleven-year period in operations, sales and customer service in the plumbing products and engines divisions. Ms. Kumbier previously served on the board of directors of Tenneco Inc. Ms. Kumbier earned a Master of Business Administration from the University of Wisconsin and a Bachelor of Arts in Marketing from Lakeland University. Ms. Kumbier’s extensive executive management experience including as Chief Operating Officer of Harley-Davidson and her ongoing board experience with Abbott and Teledyne Technologies has led the Board to conclude that she has the background and skills necessary to serve as a director of the Company. | | |

  18. Recommendation of the Board

    | Karen M. Leggio | Director since: | | | April 2024 | | Karen M. Leggio recently served as the Senior Vice President and General Manager from 2010 to 2023 of the Channel and Distribution Business Unit of TE Connectivity Ltd (“TE”) (NYSE: TEL), a manufacturer and seller of connectivity and sensor solutions in Europe, the Middle East, Africa, the Asia–Pacific, and the Americas. In this role she also had responsibility for TE’s global customer care organization. From 2010 to 2019 she held various leadership positions at TE, including Senior Vice President of Sales and Operations Planning, Senior Vice President and General Manager of TE’s Americas business, Chief Supply Chain Officer, and Chief Procurement Officer. Prior to joining TE, Karen served as the Vice President of Global Supply Chain for Ingersoll Rand Inc. from 2007 to 2010. Prior to that, she spent twenty-three years (1985-2007) at General Motors Company holding multiple leadership roles of increasing responsibility in the areas of operations, procurement, logistics, supplier quality, and program management, including Vice President of Global Purchasing and Supply Chain for Latin America, Africa and the Middle East, Executive Director of Global Electrical | |

  19. Recommendation of the Board

    | Purchasing and Supply Chain, Director of Global Purchasing and Supply Chain for the United Kingdom, and Director of Program Purchasing. Ms. Leggio earned a Master of Science Degree in Operations from Purdue University and a Bachelor of Arts in Materials and Logistics Management (Supply Chain Management) from Michigan State University. Ms. Leggio’s extensive senior management experience has led the Board to conclude that she has the background and skills necessary to serve as a director of the Company. |

  20. Recommendation of the Board

    Meetings of the Board and Board Committees During 2024, our Board met four times. In addition to the meeting of the full Board, directors also attended meetings of Board committees on which they served. All of the directors attended at least 75% of the meetings of the Board and the committees on which they served, except for Mr. Kotzubei. While we do not have a formal policy requiring them to do so, we encourage our directors to attend our annual meeting of stockholders. All of our directors attended our 2024 annual meeting of stockholders, except for Mr. Kotzubei. Our policies and practices reflect corporate governance standards that comply with the NYSE rules and the corporate governance requirements of the Sarbanes-Oxley Act, including: • Our Board adopted clear corporate governance policies, including standards for determining director independence, and all our directors except for Mr. Lehner, our CEO, are independent; • Our Board committee charters clearly establish their respective roles and responsibilities; • Our directors meet regularly in executive session without management present; • We have a code of ethics and business conduct that applies to all Ryerson directors, officers and associates; • Our chief executive officer, chief financial officer and other senior financial officers are subject to an additional code of ethics to promote (i) honest and ethical conduct; (ii) full, fair, accurate, timely and understandable disclosure in SEC filings; and (iii) compliance with applicable laws, rules and regulations; • Our internal audit function maintains critical oversight over the key areas of our business, compliance processes and controls, and reports regularly to the Audit Committee; • We have a compliance hotline service that permits employees to report violations of our code of ethics or other issues of significant concern on a confidential basis, via a toll-free telephone number or the Internet; and • Concerns related to the Company’s financial statements, accounting practices, or internal controls may be communicated in writing to the Company’s Audit Committee. Board Leadership Structure Under our Bylaws, the Board may appoint one of the directors as Chairman of the Board. The Chairman of the Board may be a management or a non-management director and may or may not be the same individual as our CEO (if our CEO is a director), at the option of the Board. The Board believes it should be free to make this determination depending on what it believes is best for the Company in light of all the circumstances. Further, the Board appointed Stephen P. Larson as the Chair of the Board on January 31, 2024. Prior to Mr. Larson's appointment, the Company did not have a Chair of the Board. This leadership structure allows our CEO to focus his time and energy on operating and managing the Company, helps ensure accountability for the actions and strategic direction of the Company, and assists the Company in presenting its message and strategy to stockholders, employees and customers. Our directors meet at regularly scheduled executive sessions without management present, usually in conjunction with regularly scheduled Board meetings. In addition, at least once each year the independent directors meet in executive session without any other persons present. One of our independent directors is chosen by the directors at each such session of independent directors to preside over the session. Director Independence All our director nominees and directors, except for Mr. Lehner, our CEO, are independent. For a director to be considered independent under the NYSE rules, our Board must determine that the director nominee (or director) does not have any material relationship with the Company. To assist in making this determination, our Board adopted a policy on director independence based on the NYSE’s independence standards. A copy of the policy is available on the corporate governance page on our website, which can be found at ir.ryerson.com by clicking on “Governance.” Under our policy on director independence, a director will be considered independent only if the Board has affirmatively determined that the director has no material relationship with the Company that would impair the director’s independent judgment. In the process of making such determinations, the Board will consider the nature, extent and materiality of the director’s relationships with the Company. When assessing the materiality of a director’s relationship with the Company, the Board should consider the issue not only from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation. The Board will consider all relevant facts and circumstances in rendering its “independence” determinations. Material relationships can include commercial, banking, consulting, legal, accounting, charitable and familial relationships, among others. In addition, a director will not be deemed “independent” for purposes of service on the Board if such director: is, or has been within the last three years, an employee of the Company, or an immediate family member of such director is, or has been within the last three years, an executive officer of the Company; 2. has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); 3. (A) is a current partner or employee of a firm that is the Company’s internal or external auditor; (B) has an immediate family member who is a current partner of such a firm; (C) has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit; or (D) was, or has an immediate family member who was, within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time; 4. is, or an immediate family member of such director is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee; or 5. is a current employee, or has an immediate family member who is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1,000,000, or 2% of such other company’s consolidated gross revenues. For purposes of the Company’s policy on director independence, “immediate family member” means any of the person’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law and brothers- and sisters-in-law and anyone (other than domestic employees) who shares the person’s home. The Board has determined that Mses. Leggio and Kumbier, and Messrs. Calhoun, Carruthers, Kotzubei, Larson, and Norment are, or during 2024 were, independent within the meaning of the NYSE rules or our policy on director independence. Further, the Board has determined that General Crawford is independent within the meaning of the NYSE rules or our policy on director independence. As stated above, our Board of Directors unanimously recommends a vote “FOR” the election of the Board’s nominees identified above.

  21. Recommendation of the Board

    Our Board as a whole has responsibility for overseeing our enterprise risk management ("ERM"). As a general matter, the Board and the Audit Committee assess whether the Company has an appropriate framework to manage and mitigate risks. The Board exercises its oversight responsibility directly and through its committees. In carrying out this critical responsibility, the Board has designated the Audit Committee with primary responsibility for overseeing certain specific enterprise risks, including financial, cyber security, legal, sustainability and market risks. For the other committees' role in overseeing risks, please see "Committee Roles" on page 23 and "Board Committees" on page 25. In order to address its enterprise risks, the Company has implemented an ERM program. The purpose of the program is for the Company to monitor risks to strategic objectives, identify the top risks annually from a risk universe of over 50 risks, and develop, implement and track key mitigation plans for the identified risks. The annual process to identify current top risks and mitigation efforts consists of two sets of interviews of senior leadership by the ERM Committee headed by our CFO and by our internal audit department, respectively. Throughout the year, the ERM Committee also conducts interviews with relevant risk owners to track risks and status of mitigation plans. The results of the interviews are reviewed by the executive team, then reported to the Audit Committee annually. For financial, litigation, cyber security and market risks, the Audit Committee additionally reviews quarterly reports from Ryerson’s internal audit department, General Counsel, Chief Compliance Officer, and Chief Information Officer. The results are also used by the internal audit department in developing its annual audit plan as discussed under "Board Oversight of Risk - Internal Audit" on page 23. In addition to annual ERM reports to the Audit Committee, the Company provides the Board and committees with presentations throughout the year as to specific risks and mitigation plans. Further, the Board’s consideration of risk is not limited to discussions during Board and committee meetings. At its discretion and at any time, the Board may communicate with management as a group, or individually, concerning our most significant risks. In addition, each Director has complete access to all of our employees to the extent the Director may have questions concerning a particular risk. Enterprise Risk Management Committee Roles Our Compensation Committee is responsible for evaluating risk arising from our compensation policies and practices, management development and succession planning, and employment benefits and policies. Our Nominating and Governance Committee manages risks related to Board composition and succession planning, Director independence, governance and corporate compliance and reporting obligations. In addition to overseeing certain enterprise risk management, our Audit Committee assists the Board in monitoring the Company’s compliance with legal and regulatory requirements as well as its ethical standards and policies. It also oversees our internal audit function. The committees provide reports to the full Board regarding these and other matters. Internal Audit Under its charter, the internal audit department is tasked to help the Company accomplish its objectives by bringing a systematic and disciplined approach to evaluate and improve the effectiveness of the Company’s risk management, control and governance processes. To promote independence of the department and ensure appropriate internal audit coverage, the internal audit director is responsible for leading the department and reports functionally to the Audit Committee, and administratively (i.e., day-to-day operations) to the chief financial officer. The internal audit services personnel have unrestricted access to all functions, records, property and personnel of the Company and full and free access to the Audit Committee. The internal audit department is currently staffed entirely by a third-party auditing firm. The scope of the department’s internal auditing encompasses, but is not limited to, the examination and evaluation of the adequacy and effectiveness of the Company’s governance, risk management and internal controls, as well as the quality of performance in carrying out assigned responsibilities to achieve the Company’s stated goals and objectives. This includes, among other things: • partnering with other governance and monitoring groups to evaluate risk exposure relating to achievement of the Company’s strategic objectives; • monitoring and evaluating the effectiveness of the Company’s risk management processes; • performing consulting and advisory services related to governance, risk management and control as appropriate for the Company; and • reporting significant risk exposures and control issues, including fraud risks, governance issues, cybersecurity risks and other matters needed or requested by the Audit Committee. The internal audit department provides reports on these items to the Audit Committee at each regularly scheduled Audit Committee meeting. In addition, the internal audit department is responsible for conducting an annual risk assessment. In performing this risk assessment, the internal audit department distributes a risk assessment survey to management across the Company. The survey poses open-ended questions relating to risks and opportunities facing the Company as well as asks management to rank different risk areas based on impact (requiring management to consider how significant the risk or opportunity is to the Company) and vulnerability (requiring management to consider how prepared Ryerson is to address the risk or take full advantage of the opportunity). Following its assessment, the internal audit department, subject to the Audit Committee's oversight, is responsible for and developing a corresponding annual audit plan using a risk-based approach to monitor and report on the adequacy and effectiveness of the Company’s processes for controlling its activities and managing its risks. Governance Guidelines and Committee Charters We maintain a corporate governance page on our website that includes our Corporate Governance Guidelines, Code of Ethics and Business Conduct and the charters for our Audit, Compensation and Nominating and Corporate Governance Committees. The corporate governance page can be found at ir.ryerson.com by clicking on “Governance.” Stockholders also may obtain copies of these materials by contacting us at Investor Relations, 227 W. Monroe St., 27th Floor, Chicago, Illinois 60606, email: investorinfo@ryerson.com, or telephone: 312-292-5130. Code of Ethics Our Board has adopted a code of ethics (“Code of Ethics”) that contains the ethical principles by which our chief executive officer and chief financial officer, among others, are expected to conduct themselves when carrying out their duties and responsibilities. A copy of the Code of Ethics may be found at the end of our general code of ethics and business conduct, available on our corporate governance webpage located at ir.ryerson.com. We will provide a copy of our general code of ethics and business conduct, which includes the Code of Ethics, to any person, without charge, upon request, by writing to the Chief Compliance Officer, Ryerson Holding Corporation, 227 W. Monroe St., 27th Floor, Chicago, Illinois 60606 (telephone number: 312-292-5000). We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Ethics by posting such information on the corporate governance page on our website, which can be found at ir.ryerson.com by clicking on “Governance.” Board Education

  22. Recommendation of the Board

    We provide comprehensive ongoing education and training for all Board members on key matters throughout the year, through sessions with advisors and experts. In 2023, Board members received training through Thayer Leadership, Inc. and attended a business strategy training session led by a Professor of Management at the Washington University in St. Louis Olin Business School. In addition, each Board member is a member of the National Association of Corporate Directors, which provides educational resources and on-demand learning to corporate directors. Directors are also given development and education opportunities through facility visits, product demonstrations and speaking or meeting directly with members of management and other employees. Board Self-Evaluation Our Board and our Board committees evaluate their own effectiveness on an annual basis. Board members and each committee participate in the formal evaluation process by responding to questions designed to elicit feedback that can be used to improve Board and committee effectiveness. The director feedback from the self-evaluation process is then shared on an anonymous basis with the entire Governance Committee and the Board and, where appropriate, addressed with management. In response to feedback from the self-evaluation process, the Board and committees work with management to improve corporate governance, including policies, processes, and procedures to further the Board and committee governance and oversight of the Corporation. Communications with the Board An employee, officer or other interested party who has an interest in communicating with the Board may do so by directing the communication to the General Counsel of the Company. Persons who desire to communicate with the directors should send their correspondence addressed to the attention of the General Counsel, c/o Ryerson Holding Corporation, 227 W. Monroe St., 27th Floor, Chicago, Illinois 60606. The General Counsel will provide a summary of all appropriate communications to the addressed directors. Executive Committee In December 2014, the Board established an Executive Committee in accordance with our Bylaws. The Executive Committee has and may exercise all powers that the Board legally delegates to it. In addition, during the intervals between meetings of the Board, the Executive Committee has and may exercise all of the powers of the Board, other than such powers as are granted to the Audit Committee, the Compensation Committee or the Nominating and Corporate Governance Committee, in the management of the business and affairs of the Corporation, unless otherwise limited by a resolution of the Board, the Company’s Amended and Restated Certificate of Incorporation or Bylaws, or applicable law. The Executive Committee is convened when circumstances do not allow the time, or when it is otherwise not practicable, for the entire Board to meet. The Executive Committee consists of Messrs. Kotzubei, Larson, Lehner and Norment. In 2024, the Executive Committee did not meet. Transaction Committee In May 2023, the Board established an ad hoc Transaction Committee in accordance with our Bylaws. The Transaction Committee had and exercised all those powers that the Board legally delegated to it. The Transaction Committee consisted of Messrs. Calhoun, Carruthers and Larson. In 2024, the Transaction Committee did not meet. Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee (the “Governance Committee”) considers and oversees all corporate governance issues as they arise and develops appropriate recommendations for the Board regarding those issues. It is also responsible for reviewing the requisite skills and characteristics of the members of the Board. In 2024, the Governance Committee met twice. The Governance Committee currently consists of Messrs. Norment and Larson, and Ms. Leggio. Our Governance Committee is comprised entirely of independent directors. Our Board has adopted an amended and restated written charter for the Governance Committee, pursuant to which the Governance Committee has, among others, the following responsibilities: • Oversee and assist our Board in identifying, reviewing and recommending nominees for election as directors and for appointment to Board committees; • Annually review and evaluate the overall effectiveness and functioning of the management, the Board, the Board Committees, and the compliance of the Board with applicable legal requirements; • Review and evaluate the composition and performance of the other Board committees, and recommend any changes to the composition, size and functions of each committee; • Develop, review and recommend corporate governance guidelines; and Generally advise our Board on corporate governance and related matters. Process for Selecting Directors The Governance Committee solicits and receives recommendations for potential director candidates from shareholders, management, directors, professional search firms and other sources. In selecting or recommending candidates to serve as directors, the Governance Committee takes into consideration the following criteria as approved by the Board, and as modified by the Board from time to time, and such other factors as it deems appropriate: • High personal and professional ethics, values and integrity; • Education, skill and experience that the Board deems relevant and useful, including whether such attributes or background would contribute to the diversity of the Board as a whole; • Diversity, including, but not limited to race, ethnicity, gender, LGBTQ+, etc. that the Board deems relevant and useful, including whether such factors would contribute to the diversity of the Board as a whole; • Ability and willingness to serve on any committees of the Board; and • Ability and willingness to commit adequate time to the proper functioning of the Board and its committees. The Governance Committee is committed to identifying qualified prospective director candidates that will serve the best interests of the Company and its shareholders. In order to maximize the results of its search for qualified candidates, the Governance Committee may solicit referrals from other members of the board, management and other sources, including third-party recommendations. In 2023 and again in 2024, the Company at the direction of the Governance Committee engaged a third-party search firm to identify quality candidates. The Chair of the Governance Committee and members of the Company’s senior management have also attended NYSE’s Board Networking Summit in an effort to identify quality candidates. Once it determines that a candidate possess the qualities, professional experience and other attributes that it deems valuable for the needs of the current board, the Governance Committee and senior-level Company personnel vet the candidate by conducting extensive interviews and in-depth background checks, including soliciting opinions about the candidate from third parties. The Governance Committee will consider all candidates recommended by the Company’s stockholders in accordance with the Company’s Bylaws. For additional information, see “Stockholder Nominations for Directors,” below on page 73. Audit Committee Our Audit Committee oversees a broad range of issues surrounding our accounting and financial reporting processes and audits of our financial statements. In 2024, the Audit Committee met six times. The Audit Committee consists of Messrs. Calhoun and Carruthers and Ms. Kumbier. Each of Messrs. Calhoun and Carruthers and Ms. Kumbier are “independent” as such term is defined in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under the applicable NYSE rules. Each is “financially literate,” and Mr. Calhoun, the chair of the Audit Committee, is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

  23. Recommendation of the Board

    Our Board has adopted a written charter for the Audit Committee, pursuant to which the Audit Committee has, among others, the following responsibilities: • Review and recommend to the Board the independent auditors to be selected to audit the financial statements; • Inquire as to the independence of the independent auditors and obtain from the independent auditors, on a periodic basis, a formal written statement delineating all relationships between the independent auditors and the Company; in addition, review the extent of non-audit services provided by the independent auditors in relation to the objectivity needed in the independent audit and recommend that the Board take appropriate action in response to the independent auditors’ written statement to satisfy the Board as to the independent auditors’ independence; Pre-approve all services provided by the independent auditors to the Company; Pre-approve appropriate funding for payment of (a) compensation to the Company’s independent auditors for preparing or issuing an audit report or performing other audit, review or attest services for the Company, (b) compensation to any advisors employed by the Committee and (c) ordinary administrative expenses necessary or appropriate to carry out its duties; • Ensure proper audit partner rotation; • Meet with the independent auditors and the financial management to review the scope of the audit proposed for the current year and the audit procedures to be utilized and at its conclusion review the audit with the Committee; upon completion of the audit and following each interim review of the Company’s financial statements, discuss with the independent auditors all matters required to be communicated to the Committee under generally accepted auditing standards, including the judgments of the independent auditors with respect to the quality, not just the acceptability, of the Company’s accounting principles and underlying estimates in the financial statements; • Review with the independent auditors, the internal auditor (if any) and the financial and accounting personnel, the adequacy of the accounting and financial controls and elicits any recommendations for improvement or particular areas where augmented controls are desirable; • Review the internal audit function of the Company including the independence and authority of its reporting obligations, the audit plans proposed for the coming year and the coordination of such plans with the work of the independent auditors; • Receive before each meeting a summary of findings from completed internal audits and a progress report on the proposed internal audit plan with explanations for any deviations from the original plan; • Review the financial statements contained in the annual and quarterly reports with management and the independent auditors; • Review any year-to-year changes in accounting principles or practices; • Provide sufficient opportunity at each meeting for the internal and independent auditors to meet with the Committee without management present; among the items to be discussed in these meetings are the independent auditors’ evaluation of the financial, accounting and auditing personnel, and their cooperation during the audit; • Review with the independent auditors any problems or difficulties the auditors may have encountered, including any disagreements with management; • Review accounting and financial personnel and succession planning; • Oversee the cybersecurity program, including mitigation efforts related to cybersecurity risks; • Investigate any matter brought to its attention within the scope of its duties, with the power to retain professional advice (at the expense of the Company) for this purpose if, in its judgment, that is appropriate; and • Establish, as necessary, detailed pre-approval policies and procedures for engaging audit and non-audit services. In addition to the above, the Audit Committee is also responsible for overseeing sustainability risks and other sustainability-related matters, including our reporting standards and requirements with respect to sustainability matters and related disclosures. The Audit Committee also reviews related party transactions. For additional information regarding our related party policy, see “Related Party Transactions,” below on page 72. Audit, Audit-related and Other Non-Audit Services Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation for and overseeing the work of KPMG, our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by KPMG. For additional information regarding the services provided by KPMG and the fees for such services, see “Ratification of Appointment of Independent Registered Public Accounting Firm,” above on page 7. Pre-approval Policies The Audit Committee has established policies and procedures pursuant to which any audit or any permissible non-audit services to be provided by the independent registered public accounting firm must be pre-approved by the Committee or its delegates. At least quarterly, the Audit Committee reviews and, if appropriate, pre-approves services to be performed by the independent auditor, reviews a report summarizing fiscal year-to-date services provided by the independent auditor and reviews any updated projection of the fiscal year’s estimated fees. The Audit Committee may delegate to any member of the Committee the duty to pre-approve any payments of compensation to the independent registered public accounting firm, provided that the decisions of such member to grant pre-approvals shall be presented to the full Committee for ratification. No required pre-approvals were waived or approved after the services commenced. Before approving the non-audit services described as “Tax Fees” under “Ratification of Appointment of Independent Registered Public Accounting Firm,” above on page 7, the Audit Committee reviewed whether the independent registered public accounting firm could provide those services and maintain its independence. The Audit Committee approved 100% of the audit-related fees tax fee and other fees for 2024 and 2023. Other Policies The Audit Committee has adopted policies to ensure the independence of the Company’s independent registered public accounting firm, including policies on employment of audit firm employees and audit partner rotation. Audit Committee Report – Financial Statements Recommendation1 Management is responsible for the preparation, presentation and integrity of Ryerson’s consolidated financial statements and the reporting process including Ryerson’s internal controls over financial reporting and their effectiveness. The independent registered public accounting firm of Ernst & Young LLP (“EY”) was responsible for performing an independent audit of Ryerson’s consolidated financial statements for the year ended December 31, 2024. The Audit Committee’s responsibility is to monitor and oversee these activities and processes. In this context, the Audit Committee reports as follows: 1. The Audit Committee has reviewed and discussed with management Ryerson’s audited consolidated financial statements as of and for the year ended December 31, 2024 and management has represented that the consolidated financial statements were prepared in accordance with generally accepted accounting principles; 2. The Audit Committee has discussed with EY the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301 (Communications with Audit Committees) and the Securities and Exchange Commission; and 3.

  24. Recommendation of the Board

    The Audit Committee received the written disclosures and the letter from EY required by applicable requirements of the PCAOB regarding EY’s communications with the Audit Committee concerning independence and has discussed with EY its independence. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the Securities and Exchange Commission. Respectfully submitted by the Audit Committee: Kirk K. Calhoun, Chair Court D. Carruthers Michelle A. Kumbier The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the Commission, nor shall such information or report be incorporated by reference into any future filing by us under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate it by reference in such filing. Our Compensation Committee reviews and recommends policies relating to compensation and benefits of our officers and employees, including reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and other named executive officers, evaluating the performance of those officers in light of those goals and objectives and setting compensation of those officers based on such evaluations. In 2024, the Compensation Committee met three times. The Compensation Committee consists of Messrs. Calhoun, Carruthers and Kotzubei, all of whom were deemed independent as of February 2024. Our Board has adopted a written charter for the Compensation Committee, pursuant to which the Compensation Committee has, among others, the following authority to fulfill its duties and responsibilities: • Review, revise and interpret the Company’s compensation philosophy, policies and objectives, including reviewing and approving any incentive compensation plans and equity-based plans of the Company; and the Compensation Committee shall report its determinations and any actions it takes with respect to the Company’s compensation philosophy, policies and objectives to the Board; • Review and approve annually the corporate goals and objectives applicable to the compensation of the Company’s CEO, evaluate at least annually the CEO’s performance in light of those goals and objectives and determine and approve the CEO’s compensation level based on this evaluation; the Committee’s decisions regarding performance goals and objectives and the compensation of the CEO are reviewed and ratified by the Board; in determining the long-term incentive component of the CEO’s compensation, the Committee shall consider all relevant factors, including the Company’s performance and relative stockholder return, the value of similar awards to chief executive officers at comparable companies and the awards given to the CEO in past years; • Review and approve the compensation for executive officers, including the review and approval of the design and implementation of any incentive arrangements, equity compensation and supplemental retirement programs; • Review and approve grants and awards to officers and other participants under the Company’s compensation and participation plans, including the Company’s management incentive plans; • Review and make recommendations to the Board regarding the amount and types of compensation that should be paid to the Company’s outside directors, to ensure that such pay levels remain competitive; • Review and approve any employment, severance or termination arrangements to be made with any executive officer of the Company; • Review all equity compensation plans under the listing standards of the NYSE or such other national securities exchange or stock market on which the Company’s securities may be listed and approve such plans in the Committee’s sole discretion; • Annually assist management in drafting the Company’s Compensation Discussion and Analysis (“CD&A”) to be included in the Company’s public filings with the Securities and Exchange Commission by (i) articulating the discussion and analysis to be included in the CD&A, (ii) participating in or overseeing the drafting of the CD&A and (iii) reviewing the CD&A with management and determining whether to recommend to the Board that the CD&A be included in the Company’s annual report on Form 10-K or proxy statement, as applicable; Prepare a report annually to be filed with the Company’s annual report on Form 10-K or proxy statement, as applicable, to state whether the Committee has reviewed and discussed the CD&A with management and, based on such review and discussions, whether the Committee has recommended to the Board that the CD&A be included in the Company’s annual report on Form 10-K or proxy statement, as applicable; Submit a report to the Board periodically, which shall include a review of any determinations, recommendations or issues that arise with respect to Company compensation philosophy, policies and objectives, executive compensation, management succession planning and any other matters that the Committee deems appropriate or is requested to be included by the Board; • determine stock ownership guidelines for the CEO and other executive officers and monitor compliance with such guidelines; • review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, review and discuss at least annually the relationship between risk management policies and practices and compensation, and evaluate compensation policies and practices that could mitigate any such risk; • review and recommend to the Board for approval the frequency with which the Company will conduct the stockholder advisory vote on executive compensation (“Say on Pay Vote”) required by Section 14A of the Exchange Act, taking into account the results of the most recent stockholder advisory vote on frequency of Say on Pay Votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company's proxy statement; • develop and recommend to the Board for approval one or more policies for the recovery or clawback of erroneously paid compensation, including any revisions to such policies, and monitor compliance with such policies, including determining the extent, if any, to which incentive-based compensation of any current or former employees should be recouped or forfeited; and • review the Company’s human capital management disclosure in the Company’s annual report on Form 10-K and proxy statement. In addition, the Compensation Committee reviews the results of the stockholder advisory votes on (i) executive compensation and (ii) the frequency of the stockholder votes on executive compensation. Committee Resources and Authority Under the Compensation Committee’s charter, the Committee also has the resources and authority to: • Retain compensation consultants, independent counsel and other advisors; • Terminate any consulting firms and such other advisors; • Approve the consulting firms’ and other advisors’ fees and other retention terms; and Determine the appropriate funding (at the expense of the Company) for (i) payment of compensation to any independent counsel and other advisers employed by the Committee and (ii) ordinary administrative expenses of the Committee.

  25. Recommendation of the Board

    In addition, the Committee may form and delegate its authority to subcommittees or to the Committee Chair when it deems appropriate and in the best interests of the Company, although it did not do so in 2024. Since 2016, the Company, at the Compensation Committee’s request, has engaged Compensation Advisory Partners, (“CAP”), an independent executive compensation consultant, to assist in planning for the Company’s executive compensation program. Compensation Committee Interlocks and Insider Participation Mr. Kotzubei and Mr. Calhoun served on our Compensation Committee during all of the last completed fiscal year. Mr. Carruthers served on our Compensation Committee during the last completed fiscal year, beginning in May 2024. Ms. Sigler, who ceased to be a member of the board of directors in April 2024, served on our Compensation Committee during the last completed fiscal year, prior to May 2024. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or our Compensation Committee. None of the members of the Compensation Committee is now an employee of the Company. Prior to the IPO, Ms. Sigler served as the Company’s Vice President. She resigned her position as an officer in August 2014 in connection with the IPO and has not served as an officer of the Company since that time.

  26. Compensation Committee Report

    | Name | Fees Earned or Paid in Cash | Stock Awards (5) | Total | | Kirk K. Calhoun(1) | $215,793 | $34,957 | $250,750 | | Court D. Carruthers(2) | $185,000 | $34,957 | $219,957 | | Michelle A. Kumbier(3) | $122,871 | $23,912 | $146,783 | | Stephen P. Larson(4) | $268,167 | $47,469 | $315,636 | | Karen M. Leggio(3) | $119,871 | $23,912 | $143,783 |

  27. EXECUTIVE TRANSITION

    EXECUTIVE TRANSITION On July 30, 2024, Mr. Burbach notified the Company of his intention to retire from his position as the COO, effective December 31, 2024. On October 29, 2024, Mr. Burbach entered into a retirement and transition agreement with the Company, pursuant to which the Company (i) subject to board approval, granted him a one-time special grant of 10,000 restricted stock units and performance units pursuant to the Company's Second Amended and Restated Omnibus Incentive Plan on the same time and performance vesting terms and conditions as the equity awards made in March 2024, (ii) at the time of his retirement, waived the continued service requirement for any outstanding stock-based awards and extended the exercisability of his outstanding options until the expiration date, and (iii) provided 26 weeks' of COBRA coverage reimbursement. Executive Compensation Philosophy The Company’s compensation decisions are based on the goals of recruiting, retaining and motivating individuals who could help us meet and exceed our financial and operational goals, for the purpose of providing meaningful returns to our stockholders.

  28. 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 |

  29. 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. |

  30. Principles

    Advisory Vote on Executive Compensation In 2024, our stockholders overwhelmingly approved, on a non-binding, advisory basis, the compensation of our NEOs, with over 99% of the votes cast in favor of such compensation, and approved that the Company would annually seek, on an advisory, non-binding basis, a shareholder vote on executive compensation matters. Since our IPO in 2014, our stockholders have been highly supportive of our compensation program, as demonstrated by our say-on-pay voting results exceeding 99% in each of the votes. The Compensation Committee considers the favorable advisory vote as support for its belief that the Company's pay-for-performance policy operates as it was designed, aligning the interests of our executive officers and stockholders and driving the NEOs' performance to enhance long-term stockholder value and achieve Company objectives. 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 2025. 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 30, 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. Ryerson’s executive salaries and target annual cash compensations are at or below market median relative to our Peer Group.

  31. Principles

    | Named Executive Officer | Base Salary(1) | Target Annual Bonus | Long-Term Incentive(2) | | Edward J. Lehner | 18.79% | 23.49% | 57.71% | | James J. Claussen | 23.63% | 17.72% | 58.64% | | Michael J. Burbach | 26.00% | 19.50% | 54.50% | | Mark S. Silver | 28.30% | 19.81% | 51.89% | | John E. Orth | 30.52% | 19.84% | 49.65% |

  32. 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 61. 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. 2024 Annual Incentive Plan In February 2024, the Company’s 2024 annual incentive plan (the “2024 AIP”) was approved by our Compensation Committee. The 2024 AIP bonus targets for our named executive officers are expressed as a percentage of their annual base salary rates in effect on November 30, 2024. Each such target was determined in accordance with the process described above. In February 2024, 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 2024 (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.

  33. Principles

    | Named Executive Officer | 2024 target bonus percentage | | Edward J. Lehner | 125% | | James J. Claussen | 75% | | Michael J. Burbach | 75% | | Mark S. Silver | 70% | | John E. Orth | 65% |

  34. Principles

    For the 2024 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 of expenses and income, 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 2024 was based on Company (“corporate”) Adj. EBITDA, excl. LIFO and the remaining 50% was based on corporate EVA for 2024. 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 2024 AIP The Compensation Committee reviewed the Company's financial performance targets and determined that the Company's corporate performance fell below the threshold payout level for NEOs under the 2024 AIP. This resulted in no payout of bonuses under the 2024 AIP for all named executive officers. In 2024, corporate performance remained sluggish due to a continuation of slow industry demand, declining metal prices and margin compression, and the economic impact of inflationary pressures that continued to persist in 2024. Information on the 2024 AIP achievement levels of our named executive officers and actual 2024 AIP payouts are shown in the tables below.

  35. Principles

    | Performance Criteria (Corporate) | Threshold (25% payout) | Target (100% payout) | Maximum (200% payout) | 2024 Performance | Payout Percentage Performance | | 2024 EBITDA excl. LIFO | | | | | | | Company Group(1) | 140.0 | 230.0 | 325.0 | 114.1 | 0.0% | | 2024 EVA | | | | | | | Company Group(1) | (90.0) | — | 50.0 | (131.7) | 0.0% |

  36. Principles

    | Named Executive Officer | Base Salary | Target 2024 AIP Bonus (as a percentage of Base Salary) | Target 2024 AIP Bonus (dollar amount) | Actual 2024 AIP Award Paid | | Edward J. Lehner | $1,200,000 | 125% | $1,500,000 | $— | | James J. Claussen | $472,500 | 75% | $354,375 | $— | | Michael J. Burbach | $494,000 | 75% | $370,500 | $— | | Mark S. Silver | $456,750 | 70% | $319,725 | $— | | John E. Orth | $360,360 | 65% | $234,234 | $— |

  37. Principles

    2025 AIP 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 and other participants for rewarding performance, employee retention, 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, as they did under the 2024 AIP, the Compensation Committee may take into consideration such facts and circumstances to incentivize employees and encourage retention. In February 2025, the Compensation Committee approved to AIP eligible participants a prepayment in the total amount of 18.75% of such participant's target bonus opportunity under the Company's 2025 annual incentive plan ("2025 AIP"), which prepayment would be, subject to continued employment, payable in three equal installments of 6.25% following the three first quarters of 2025. This prepaid amount will be deemed earned without regard to whether the performance metrics relating to that portion of the bonus is achieved, provided, however, that such prepayment will be deducted dollar-for-dollar from any 2025 AIP attainment. 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 52, 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 (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. 2024 LTIP – Type of Equity Granted and Performance Metrics In March 2024, 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, except for a grant of an additional 6,700 PSUs and 3,300 RSUs to Mr. Burbach in December 2024 in connection with Mr. Burbach's transition to retirement. The following information is being provided as required by Item 402(x) or Regulation S-K. The Company’s long-standing practice has been to grant equity compensation on a pre-determined schedule at approximately the same time each year, with interim or off-cycle grants being reviewed and approved by the Compensation Committee as circumstances warrant. During fiscal year 2024, the Company did not grant stock options or stock appreciation rights to its employees. The Compensation Committee and the Board did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and for fiscal year 2024, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Each of our named executive officer’s 2024 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 2023 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 2024 LTIP design and the named executive officers’ LTIP awards in February 2024. 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 issued as part of the Company's LTIP program 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”)

  38. 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 2024 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 2024 through 2026 (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. PSUs granted to our named executive officers under the 2024 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 2024 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 2024 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. The following are the threshold and target performance objectives for the PSUs for the 2024 LTIP.

  39. Principles

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

  40. Principles

    (1) Performance between the threshold and target levels will be interpolated on a straight-line basis. 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 Grant Achievement The PSUs granted on March 31, 2022 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, 2022 and ending December 31, 2024. On February 19, 2025, the Board certified that the Cumulative Adjusted EBITDA and Cumulative Managerial Controllable Free Cash Flow goals for such performance period had been achieved at 100% target level. Accordingly, the PSUs granted on March 31, 2022 will fully vest on March 31, 2025, subject to the recipient remaining employed by the Company through the vesting date, with the exception of Mr. Burbach as described on page 37. 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. For PSU awards granted under our LTIP in 2023 and 2024, participants are eligible to earn PSUs based on meeting performance objectives tied to a target level of Managerial Controllable Free Cash Flow and cumulative Adjusted EBITDA, excluding LIFO, with equal weighting given to each metric. The 2023 PSU grant is currently projected to achieve a 0% payout level for cumulative Adj. EBITDA excl. LIFO and a 99% payout level for Managerial Controllable Free Cash Flow. The 2024 PSU grant is projected to achieve a 61% payout level for cumulative Adj. EBITDA excl. LIFO and an 87% payout level for Managerial Controllable Free Cash Flow. Threshold attainment over the past two years has been challenging despite solid company performance under difficult circumstances and strong free cash flow generation. This is due to the impact of unexpected sluggish industry demand over a longer than usual period, coupled with an unprecedented two years of declining metals prices and margin compression. 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). The first, second and third tranche of the 2021 NSO grants, representing a total of 60% of the overall grant, have already vested, and the fourth tranche, representing 40% of the overall grant, will vest on March 31, 2025 as the average closing price of the Ryerson stock exceeded the target price during a consecutive forty-five day window during the corresponding vesting-year as set forth in the schedule below. 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.

  41. 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(5) | 40% | April 1, 2024 – March 31, 2025 | | 5 | $26.57 | - | April 1, 2025 – March 31, 2026 |

  42. 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(2) | 23,450 | 11,550 | | Mark S. Silver | 16,750 | 8,250 | | John E. Orth | 11,725 | 5,775 |

  43. Principles

    (1) One-third of such RSUs will vest on each of the first three anniversaries of the RSU grant date. (2) In December 2024, the Board approved a grant of an additional 6,700 PSUs and 3,300 RSUs to Mr. Burbach. The Board approved the 2024 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 2024 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 54. Retirement Benefits

  44. 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 2024. 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, 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 2024. 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 2024, 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, 2024, Mr. Burbach had an aggregate account balance under the nonqualified savings plan, equal to $12,656. 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 60. 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. 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 55. 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 61. Compensation Risk Management 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 2024 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

  45. Qualified Savings Plans

    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, 2024. 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. It is against the Company’s policy for our employees, officers and directors to engage in hedging with respect to the Company’s securities, including by trading in put or call options, or other derivatives or similar instruments that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any of the Company’s securities, or by selling the Company’s securities “short.” Clawback Policy We maintain 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 33, 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, 2024. Summary Compensation Table For the three Fiscal Years Ended December 31, 2024, 2023 and 2022

  46. 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 | 2024 | 1,200,000 | — | 3,685,000 | — | — | — | 78,050 | 4,963,050 | | President & CEO | 2023 | 1,150,000 | — | 4,001,800 | — | 1,250,480 | — | 73,968 | 6,476,248 | | | 2022 | 1,037,500 | 1,200,000 | 3,852,200 | — | 2,750,000 | — | 58,412 | 8,898,112 | | James J. Claussen | 2024 | 472,500 | — | 1,172,500 | — | — | — | 36,963 | 1,681,963 | | EVP & CFO | 2023 | 461,250 | — | 1,273,300 | — | 295,426 | — | 50,897 | 2,080,873 | | | 2022 | 437,500 | — | 1,225,700 | — | 675,000 | — | 52,922 | 2,391,122 | | Michael J. Burbach | 2024 | 494,000 | — | 2,580,062 | — | — | — | 38,686 | 3,112,748 | | Former COO | 2023 | 484,500 | — | 1,273,300 | — | 308,869 | 3,512 | 38,600 | 2,108,781 | | | 2022 | 462,500 | — | 1,225,700 | — | 712,500 | — | 32,054 | 2,432,754 | | Mark S. Silver | 2024 | 456,750 | — | 837,500 | — | - | — | 31,429 | 1,325,679 | | EVP, General Counsel & | 2023 | 445,875 | — | 909,500 | — | 266,540 | — | 29,573 | 1,651,488 | | Chief Human Resources Officer | 2022 | 423,800 | — | 787,950 | — | 609,000 | — | 24,986 | 1,845,736 | | John E. Orth | 2024 | 360,360 | — | 586,250 | — | — | — | 27,759 | 974,369 | | EVP, Operations | 2023 | 353,430 | — | 636,650 | — | 195,270 | — | 25,712 | 1,211,062 | | | 2022 | 330,750 | — | 525,300 | — | 450,450 | — | 22,564 | 1,329,064 |