DEF 14A of Reliance, Inc., Apr 3, 2024

DEF 14A of Reliance, Inc.

Filed Apr 3, 2024 · FY20230001104659-24-043059

Open on EDGAR

  1. What We Do

    | We align executive compensation with the interests of our stockholders: ● Strong pay-for-performance compensation structure with approximately 74% of our Chief Executive Officer (“CEO”) and 71% of our other named executive officers (“NEOs”) target total direct compensation tied to performance metrics. See pages 32 & 37. ● Target total direct compensation of our NEOs designed to approximate the market median of our executive compensation peer group when targeted performance levels are achieved. See page 37. ● In 2022 and 2023, 80% of all NEO target equity awards issued were performance-based. In 2024, 80% of the CEO, CFO and COO target equity awards are performance-based and 70% of the other NEOs’ target equity awards are performance-based. See pages 44 and 49. ● Stock ownership and retention requirements applicable to all directors and corporate officers, including our NEOs. See pages 47 & 69. ● Clawback and recoupment policy for cash and equity incentive compensation. See page 47. | Our executive compensation program is designed to reward the Company’s executive officers for strong operational and financial performance and to avoid excessive risk-taking: ● Double trigger provisions for accelerated vesting of equity awards upon a change in control. See page 45. ● All NEO performance-based equity awards are tied to a three-year performance target. See pages 44 and 49. ● Broad and deep distribution of equity awards throughout management while managing the dilutive impact and expense associated with those awards. See page 44. ● Limited perquisites. See page 45. ● Annual stockholder advisory vote to approve NEO compensation. See page 11. ● Independent compensation committee. See page 40. ● Independent compensation consultant. See page 41. ● Independent, non-executive Chair of the Board enhances the effectiveness of the Board’s oversight and governance and compensation practices. See page 67. ● All employee awards are subject to a minimum one-year vesting period, except with respect to a maximum of 5% of the remaining shares available for grant under the Second Amended and Restated 2015 Incentive Award Plan. |

  2. What We Don’t Do

    | We adhere to executive compensation best practices | | | No incentive plan design or feature which would encourage excessive risk-taking. No unlimited compensation; all variable compensation plans have caps on plan formulas. No employment agreements, severance agreements, change in control/golden parachute agreements or other similar agreements with any executive officer. See page 45. No tax gross-ups for perquisites, change in control excise taxes or otherwise. | No hedging of Reliance securities permitted by directors, officers and employees subject to our Insider Trading and Securities Compliance Policy. See page 48. No pledging of Reliance securities permitted by directors, officers and employees subject to our Insider Trading and Securities Compliance Policy. See page 48. No acceleration of unvested awards permitted, except for death, disability, a qualified retirement or termination without cause following a change in control. |

  3. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF DIRECTORS

  4. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | | THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH NOMINEE AS A DIRECTOR. |

  5. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    The Board proposes that eight directors, seven of whom are independent, be elected to hold office until the 2025 Annual Meeting of Stockholders and until their successors have been elected and qualified, subject to their earlier death, resignation or removal. Mrs. Lewis is not considered independent since Mrs. Lewis is our President and Chief Executive Officer. The Board possesses a broad range of qualifications and skills that facilitate strong oversight of the Company’s management and strategy. The following matrix identifies the primary skills that the Nominating and Governance Committee and the Board considered in connection with the re-nomination of the current directors.* For additional information regarding each nominee, see “Board of Directors and Management” beginning on page 22.

  6. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | | Lisa L. Baldwin | Karen W. Colonias | Frank J. Dellaquila | Mark V. Kaminski | Karla R. Lewis | Robert A. McEvoy | David W. Seeger | Douglas W. Stotlar | | Senior leadership experience | ● | ● | ● | ● | ● | ● | ● | ● | | Accounting/financial experience | ● | ● | ● | ● | ● | ● | | ● | | Other public company board experience | | ● | ● | ● | ● | | | ● | | Operational management | | ● | | ● | ● | | ● | ● | | Capital markets/banking | | ● | ● | ● | ● | ● | | ● | | Mergers and Acquisitions | | ● | ● | ● | ● | ● | ● | ● | | Information Technology/Cybersecurity | ● | | | | | | | | | Industry Experience | | | | ● | ● | ● | ● | |

  7. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    * The absence of a mark does not necessarily indicate that the director does not possess that qualification or skill. A majority of the votes cast is required for the election of each director at the 2024 Annual Meeting. Neither Reliance nor your bank, broker or financial institution is able to vote on your behalf for the election of directors unless you provide specific instructions by completing and returning a proxy or voting instruction form or you follow instructions provided to you by your bank, broker or financial institution, which often include instructions on how to vote your shares via telephone or the internet. Our Board currently has nine members. James D. Hoffman will retire from the Board effective at the 2024 Annual Meeting, at which time the size of the Board will be reduced to eight members. We expect each nominee for election as a director will serve if elected. If any nominee is not able to serve, proxies may be voted by the proxyholders for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board. Certain information with respect to each nominee is set forth in “Board of Directors and Management” beginning on page 22.

  8. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | 10 / 2024 Proxy Statement | investor.reliance.com |

  9. PROPOSAL NO. 3 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    | | THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE AMENDMENT TO THE SECOND AMENDED AND RESTATED 2015 INCENTIVE AWARD PLAN |

  10. PROMOTION OF SOUND CORPORATE GOVERNANCE PRACTICES

    PROMOTION OF SOUND CORPORATE GOVERNANCE PRACTICES The Existing Plan includes, and the Amended Plan retains, several features designed to protect stockholder interests and to reflect our compensation philosophy: minimum vesting provisions that provide awards must be subject to a minimum one-year vesting period, except with respect to a maximum of five percent (5%) of the remaining shares granted with respect to any award under the Amended Plan in the aggregate, and subject to certain other terms and conditions described in more detail herein;

  11. PROMOTION OF SOUND CORPORATE GOVERNANCE PRACTICES

    no discretion of the Compensation Committee to accelerate (in whole or in part) the vesting of any award prior to its scheduled vesting date, other than in the cases of death and disability or a change in control; • no grants of below-market stock options or stock appreciation rights (“SARs”); • no repricing of any stock option or SAR (whether through a reduction of the applicable exercise price per share or the cancellation and substitution of such an award with cash or another award); • annual limits on the number of shares and dollar amounts of awards that may be granted to an individual in any one calendar year; • no dividends or dividends equivalents paid on restricted stock awards or other applicable awards (including restricted stock units) except and to the extent that such awards (whether service-based or performance-based) to which such dividend or dividend equivalent relate vest, and, if applicable (including as to restricted stock units), only as and when the shares underlying such awards are paid; • no dividend equivalents with respect to stock options and SARs; • no “evergreen” provision (i.e., no automatic increase in the number of shares available under the plan). Stockholder approval is required for any increase in the number of shares; • 50% acquisition and completion of the transaction in order to trigger a change in control; and • limits on the manner in which shares may be added back to the share reserve.

  12. SHARES SUBJECT TO THE AMENDED PLAN

    SHARES SUBJECT TO THE AMENDED PLAN • The Amended Plan will not increase the number of shares reserved for issuance under the Existing Plan. • Our stockholders initially approved the reservation of the 10,000,000 shares in 2006 in connection with the approval of the Reliance Steel & Aluminum Co. Amended and Restated Stock Option and Restricted Stock Plan which was amended and restated in 2015 by the Existing Plan. Our stockholders subsequently approved the reservation of an additional 1,500,000 shares of our common stock in 2020. Accordingly, total number of shares reserved for issuance under the Existing Plan is 11,500,000 shares of our common stock. • As of the Record Date, there were 1,333,849 remaining total shares of common stock available for issuance under the Existing Plan and 627,405 shares of our common stock were subject to outstanding awards under the Existing Plan (including 378,443 shares underlying outstanding unvested service-based awards and 248,962 shares underlying outstanding unvested performance-based awards). As of March 28, 2024, the closing price of a share of our common stock was $334.18, and there were 57,425,841 total shares of common stock outstanding. • With respect to the equity awards granted in February 2024: • performance-based equity awards represented 80% of our CEO, CFO and COO’s equity awards and 70% of our other NEOs’ equity awards; • Approximately 590 employees received a portion of their annual compensation in the form of equity-based awards; and • approximately 67% of the total grant date fair value was granted to employees who are not named executive officers.

  13. NEW PLAN BENEFITS AND HISTORICAL GRANT INFORMATION

    | Name and Principal Position | Performance-Based Restricted Stock Unit Awards | Service-Based Restricted Stock Unit Awards | | Karla R. Lewis President and Chief Executive Officer | 59,306 | 14,826 | | Stephen P. Koch Executive Vice President, Chief Operating Officer | 30,207 | 7,552 | | Arthur Ajemyan Senior Vice President, Chief Financial Officer | 14,809 | 3,702 | | Jeffrey W. Durham Senior Vice President, Operations | 13,742 | 4,058 | | William A. Smith II Senior Vice President, General Counsel | 13,742 | 4,058 | | All executive officers as a group (8 persons) | 166,245 | 45,070 | | Each associate of any such executive officer | — | — | | Each other person who received or is to receive 5 percent of such options, warrants or rights | — | — | | All employees, including all current officers who are not named executive officers, as a group (approximately 15,300 persons) | 248,962 | 378,443 |

  14. Administration

    Unless otherwise limited by the Board, the Compensation Committee will have the authority to administer the Amended Plan with respect to grants of equity awards, including the power to determine eligibility, the types and sizes of awards and the price and timing of awards, as well as the authority to delegate such administrative responsibilities. If the Amended Plan is approved by stockholders, the Compensation Committee will not have the power to accelerate or waive any vesting restriction, other than in the cases of death and disability or a change in control.

  15. Minimum Vesting Provisions

    Minimum Vesting Provisions If the Amended Plan is approved by our stockholders, except with respect to a maximum of five percent (5%) of the remaining shares granted with respect to any award under the Amended Plan in the aggregate, any award that vests on the basis of a participant’s continued service may not be granted with vesting conditions under which vesting is any more rapid than vesting on the one (1) year anniversary of the grant date, and any award with performance-based vesting must be granted with a performance period of at least twelve (12) months. (Certain substitute awards that the Company may assume in corporate transactions would not be subject to this provision.) The Compensation Committee may, however, provide for the earlier vesting, exercisability, and/or settlement under any award in the event of a grantee’s death or disability or in connection with a change in control. The minimum vesting provisions would not apply to the payment of dividend equivalent rights settled in cash or dividend equivalent rights settled in shares that are distributed once an underlying award to which the dividend equivalent right relates becomes vested.

  16. Awards

    Awards The Amended Plan provides for the grant of stock options, including incentive stock options (“ISOs”) and nonqualified stock options (“NSOs”), SARs, restricted stock, restricted stock units (“RSUs”), dividend equivalents or other stock-based or cash-based awards. Certain awards under the Amended Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the Amended Plan will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. Awards will generally be settled in shares of our common stock.

  17. Awards

    Stock options. Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions. Restricted stock units. RSUs are contractual promises to deliver shares of our common stock (or the fair market value of such shares in cash) in the future, which may also remain forfeitable unless and until specified vesting conditions are met. RSUs generally may not be sold or transferred until vesting conditions are removed or expire. The shares underlying RSUs will not be issued until the RSUs have vested, and recipients of RSUs generally will have no voting or dividend rights prior to the time the RSUs are settled in shares, unless the RSU includes a dividend equivalent right (in which case the holder may be entitled to dividend equivalent payments under certain circumstances). Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. On the settlement date or dates, we will issue to the participant one unrestricted, fully transferable share of our common stock (or the fair market value of one such share in cash) for each vested and nonforfeited RSU. Restricted stock. Restricted stock is an award of nontransferable shares of our common stock that remain forfeitable unless and until specified vesting conditions are met. Vesting conditions applicable to restricted stock may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine. In general, restricted stock may not be sold or otherwise transferred until restrictions are removed or expire. Holders of restricted stock will have voting rights. In addition, if the Amended Plan is approved by our stockholders, dividends which are paid prior to vesting shall only be paid out to the participant to the extent that the performance-based or service based vesting conditions are subsequently satisfied and the share of restricted stock vests. Stock appreciation rights. SARs entitle their holder, upon exercise, to receive an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions. SARs under the Amended Plan will be settled in cash or shares of common stock, or in a combination of both, as determined by the plan administrator. Other stock-based or cash-based awards. Other stock based or cash based awards are awards other than those enumerated in this summary that entitle the holder thereof to receive shares or cash immediately or in the future, subject to terms and conditions determined by the plan administrator. Other stock-based or cash-based awards may be linked to any one or more of the performance criteria listed below or other specific performance criteria determined by the plan administrator. Other stock-based or cash-based awards under the Amended Plan will be settled in cash or shares of common stock, or in a combination of both, as determined by the plan administrator, and may be provided as part of a bonus, deferred bonus, deferred compensation or other arrangement and/or as payment in lieu of compensation to which the holder is otherwise entitled. Dividend equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of our common stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited but not paid as of dividend payment dates during the period between the grant date and the date such award terminates or expires, as determined by the plan administrator. Dividend equivalents with respect to shares subject to an award, whether subject to service-based and/or performance-based vesting criteria, will only be paid to the participant at the same time or times and to the same extent that the vesting conditions, if any, are subsequently satisfied and the shares subject to the award vest. Dividend equivalents will not be granted with respect to stock options or SARs.

  18. Certain Transactions

    Certain Transactions The plan administrator has broad discretion to take action under the Amended Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the Amended Plan and outstanding awards. In the event of a change in control of the Company (as defined in the Amended Plan), to the extent that the surviving entity declines to assume or substitute outstanding awards or it is otherwise determined that awards will not be assumed or substituted, the plan administrator may cause the awards to terminate in exchange for cash, rights or other property, or become fully vested and exercisable in connection with the transaction. If an award vests and, as applicable, is exercised in lieu of assumption or substitution in connection with a change in control, the award will terminate upon the change in control. In addition, in the event that an award is assumed or substituted in connection with a change in control and the holder is terminated without cause within 12 months following the change in control, such award will become fully vested.

  19. Plan Amendment and Termination

    Plan Amendment and Termination Our Board of Directors may amend or terminate the Amended Plan at any time; provided, however, that, except in connection with certain changes in our capital structure, stockholder approval will be required for any amendment that increases the number of shares available under the Amended Plan or the individual award limits discussed above, reduces the price per share of any outstanding stock option or SAR, or cancels any stock option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of the underlying shares. In addition, no amendment, suspension or termination of the Amended Plan may, without the consent of the affected participant, impair any rights or obligations under any previously granted award, unless the award itself otherwise expressly so provides. No awards may be granted pursuant to the Amended Plan after February 24, 2030.

  20. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information regarding our directors and executive officers:

  21. DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age | Position with Reliance | | Karla R. Lewis | 58 | President; Chief Executive Officer; Director | | Stephen P. Koch | 57 | Executive Vice President, Chief Operating Officer | | Arthur Ajemyan | 48 | Senior Vice President, Chief Financial Officer | | Suzanne M. Bonner | 49 | Senior Vice President, Chief Information Officer | | Jeffrey W. Durham | 61 | Senior Vice President, Operations | | Michael R. Hynes | 57 | Senior Vice President, Operations | | Sean M. Mollins | 45 | Senior Vice President, Operations | | William A. Smith II | 56 | Senior Vice President, General Counsel and Corporate Secretary | | Lisa L. Baldwin | 55 | Director | | Karen W. Colonias | 66 | Director | | Frank J. Dellaquila | 67 | Director | | James D. Hoffman(1) | 66 | Director | | Mark V. Kaminski | 68 | Director, non-executive Chair of the Board | | Robert A. McEvoy | 57 | Director | | David W. Seeger | 67 | Director | | Douglas W. Stotlar | 63 | Director |

  22. DIRECTORS AND EXECUTIVE OFFICERS

    Mr. Hoffman is retiring from the Board and not standing for re-election at the 2024 Annual Meeting. Accordingly, his biography is not presented below.

  23. DIRECTORS AND EXECUTIVE OFFICERS

    | 22 / 2024 Proxy Statement | investor.reliance.com |

  24. DIRECTORS

    DIRECTORS

  25. DIRECTORS

    | | LISA L. BALDWIN | Independent | | Director Since: 2019 Age: 55 Current Committee Memberships: • Audit • Nominating and Governance | Recent Business Experience: Lisa L. Baldwin was appointed a director of Reliance in October 2019. In 2022, Ms. Baldwin joined Elliott Management Corporation as a managing director. From 2013 until 2021, she served as the Chief Information Officer of Tiffany & Co. (“Tiffany”), after having served as Vice President Strategic Services from 2011 to 2013. Prior to joining Tiffany, Ms. Baldwin served as Vice President Information Services at Coach Inc. (“Coach”) from 2008 to 2011. Prior to joining Coach, Ms. Baldwin worked at International Business Machines Corporation (“IBM”) from 1997 to 2008 as an information technology consultant in IBM’s retail practice. Earlier in her career, Ms. Baldwin worked at PricewaterhouseCoopers as a consultant. Key Qualifications: The Board believes that Ms. Baldwin’s leadership experience at Tiffany and other firms provides valuable insights on mitigating cybersecurity risk, incorporating technology into our ongoing operations and utilizing technology-based solutions to streamline our business. Ms. Baldwin recently completed The National Association of Corporate Directors’ CyberRisk Oversight Program and earned a CERT Certificate in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute. Based on her information technology and management experience, she provides valuable insight on risk management, cybersecurity and internal controls. | |

  26. DIRECTORS

    | | KAREN W. COLONIAS | Independent | | Director Since: 2016 Age: 66 Current Committee Memberships: • Audit • Compensation (Chair) Recent Past Public Board Service: Simpson Manufacturing Co., Inc. | Recent Business Experience: Karen W. Colonias was appointed a director of Reliance in October 2016 and is the Chair of our Compensation Committee. From December 2022 through June 2023, Ms. Colonias was the Executive Advisor of Simpson Manufacturing Co., Inc. (NYSE: SSD) (“SSD”), a manufacturer of building materials. From January 2012 until December 2022, she served as SSD’s President and Chief Executive Officer. Ms. Colonias served on SSD’s board of directors from 2013 until April 26, 2023. From May 2009 to January 2012, Ms. Colonias served as SSD’s Chief Financial Officer, Treasurer and Secretary. Prior to that, Ms. Colonias was Vice President of SSD’s global structural product solutions subsidiary, Simpson Strong-Tie Company Inc. and, in that capacity, managed Simpson Strong-Tie’s manufacturing facility in Stockton, California from 2004 to 2009. From 1998 to 2009, as SSD’s Vice President of Engineering, Ms. Colonias was responsible for Simpson Strong-Tie’s research and development efforts. Ms. Colonias joined Simpson Strong-Tie in 1984 as an engineer in the research and development department, where she was responsible for the design and testing of new products and code development. Key Qualifications: Ms. Colonias is experienced in strategic planning, mergers and acquisitions, facility and plant operations, international business and global finance. Based on her executive experience, including as the Chief Executive Officer of SSD, Ms. Colonias provides valuable insight on the management of the Company and its operations. | |

  27. DIRECTORS

    | investor.reliance.com | 2024 Proxy Statement / 23 |

  28. DIRECTORS

    | | FRANK J. DELLAQUILA | Independent | | Director Since: 2021 Age: 67 Current Committee Memberships: • Audit (Chair) Recent Past Public Board Service: Aptiv PLC | Recent Business Experience: Frank J. Dellaquila was appointed a director of Reliance in October 2021 and is the Chair of our Audit Committee. From 2009 through May 2023, Mr. Dellaquila served as Emerson Electric Co.’s (NYSE: EMR) Chief Financial Officer. He joined Emerson in 1991 and previously held several senior financial executive positions with Emerson including Treasurer, Chief Financial Officer of a $3.6 billion business unit, and Senior Vice President of Acquisitions and Development before being named Chief Financial Officer in 2009. Mr. Dellaquila is a director of FM Global, a privately-held mutual insurance company, and serves on its finance committee. Mr. Dellaquila was a director of Aptiv PLC (NYSE: APTV) (“APTV”) from 2017 to 2020. During such time, Mr. Dellaquila also served on APTV’s finance and audit committees. Mr. Dellaquila received a BS degree in accounting from Fordham University and an MBA in finance from Columbia University. Key Qualifications: Mr. Dellaquila has significant expertise in international finance and tax strategy and financial management from his experience as Senior Executive Vice President and Chief Financial Officer of Emerson. He also possesses extensive experience in financial controls, risk management, and mergers and acquisitions. Mr. Dellaquila’s experiences are valuable to Reliance and provide clear support for his nomination for election to the Board. | |

  29. DIRECTORS

    | | MARK V. KAMINSKI | Independent | | Director Since: 2004 Age: 68 Non-executive Chair of the Board Current Committee Memberships: • Audit | Recent Business Experience: Mark V. Kaminski was first appointed a director of Reliance in November 2004. Mr. Kaminski was elected our non-executive Chair of the Board in July 2016, after having served as our Lead Director since January 2015. Mr. Kaminski serves as an Executive Advisor at Graniterock, a privately-held company that provides products and services to the construction industry. From 2012 until December 2022, Mr. Kaminski served as director, executive chairman and a member of the audit, nominating and governance, and compensation committees of Graniterock, and during 2012 served as Chief Executive Officer. Mr. Kaminski was President and Chief Executive Officer and a director of Commonwealth Industries Inc. a then publicly-traded company (now Novelis, Inc.), and manufacturer of aluminum products, from 1991 until his retirement in June 2004. Mr. Kaminski served various capacities with Commonwealth Industries Inc. from 1987 until his appointment as President and Chief Executive Officer in 1991. Mr. Kaminski is an American Indian, descendant and member of the Citizen Potawatomi Nation. Key Qualifications: Based on his experience as executive chairman of Graniterock and as President and Chief Executive Officer of Commonwealth Industries Inc, Mr. Kaminski offers valuable insight into management of the Company and its growth. During his over 40-year career in the metals industry and as the former chief executive officer of an aluminum producer, he has developed strong contacts with aluminum suppliers and peer companies that are aluminum distributors. Because of his manufacturing background, Mr. Kaminski is also able to provide oversight and guidance on improving and maintaining the Company’s excellent operational efficiency and safety performance. | |

  30. DIRECTORS

    | 24 / 2024 Proxy Statement | investor.reliance.com |

  31. DIRECTORS

    | | KARLA R. LEWIS | | Director Since: 2021 Age: 58 Other Public Board Service: The Goodyear Tire & Rubber Company | Recent Business Experience: Karla R. Lewis became Chief Executive Officer of Reliance in January 2023 after being appointed to the Board and as President in January 2021. From March 2015 until her promotion to President in January 2021, Mrs. Lewis served as our Senior Executive Vice President and Chief Financial Officer. Mrs. Lewis joined Reliance in 1992 as Corporate Controller and has held various positions of increasing responsibility since then, including serving as Chief Financial Officer from 1999 until January 2021. She was promoted to Senior Vice President in 2000, Executive Vice President in 2002 and Senior Executive Vice President in 2015. Prior to joining Reliance, Mrs. Lewis, a certified public accountant (inactive), was employed by Ernst & Young LLP (Ernst & Whinney) in various professional staff positions. Mrs. Lewis serves as a member of the board of directors of the Metals Service Center Institute (“MSCI”). Mrs. Lewis is also a member of The Goodyear Tire & Rubber Company (Nasdaq: GT) (“Goodyear”) board of directors and serves as the Chair of its Finance Committee. Key Qualifications: As the President and Chief Executive Officer of the Company, Mrs. Lewis has long-time relationships with the Company’s investors and an in-depth knowledge of the Company’s operations, financial position and its strategic vision. Mrs. Lewis analyzes the Company’s organic growth initiatives and evaluates potential acquisitions and opportunities to expand our business and has the skills and experience with the day-to-day operations of the Company necessary to guide its strategy. Mrs. Lewis is active in overseeing the Company’s acquisition strategy and has been involved with over 70 acquisitions since our initial public offering in September 1994. Mrs. Lewis has been a long-time member of the board of directors of the MSCI and is well respected within the metals service center industry and by investors, financial institutions, and credit rating agencies. As the former Chief Financial Officer of the Company, she has proven her ability to raise debt and equity capital for the Company. |

  32. DIRECTORS

    | investor.reliance.com | 2024 Proxy Statement / 25 |

  33. DIRECTORS

    | | ROBERT A. MCEVOY | Independent | | Director Since: 2015 Age: 57 Current Committee Memberships: • Compensation • Nominating and Governance | Recent Business Experience: Robert A. McEvoy was appointed to the Board of Directors in October 2015. Mr. McEvoy’s breadth of knowledge and experiences includes the metals industry, mergers and acquisitions, corporate finance, and equity portfolio management. Mr. McEvoy retired from The Goldman Sachs Group, Inc. (“Goldman Sachs”), a multinational investment bank and financial services company, in April 2014 after nine years with the firm. As a managing director at Goldman Sachs, Mr. McEvoy was a portfolio manager focused on the materials and industrials sectors. From 1989 to 2001, Mr. McEvoy held various positions with the investment banking firms of Donaldson, Lufkin & Jenrette and Credit Suisse First Boston. Key Qualifications: Mr. McEvoy’s investment banking and equity investment background, including his particular focus on the metals and mining industry and prior investment banking and analyst experience covering Reliance, enables him to assist the Board and the Company with the benefit of his knowledge of our Company, our industry and competitors, capital markets and financing strategies. Mr. McEvoy’s experience as an investor provides the Board and management perspective on the landscape in which Reliance competes for capital. Mr. McEvoy’s investment banking experience offers insight and experience in evaluating capital market activities and merger and acquisition opportunities. Mr. McEvoy’s historical knowledge of Reliance and the global metals industry as a former analyst covering Reliance and other metals companies affords him a unique perspective and understanding of our business. | |

  34. DIRECTORS

    | | DAVID W. SEEGER | Independent | | Director Since: 2021 Age: 67 Current Committee Memberships: • Compensation • Nominating and Governance | Recent Business Experience: David W. Seeger was appointed a director of Reliance in July 2021. Mr. Seeger served on the board of directors of Zekelman Industries (formerly JMC Steel Group) from 2014 to 2021 and as President from 2010 to 2016. Mr. Seeger has held numerous leadership positions in the metals industry throughout his career, including President of Atlas Tube, a division of JMC Steel Group, from 2005 to 2009. Other than his service on Zekelman Industries’ board of directors, Mr. Seeger has been retired since 2016. Mr. Seeger received a BA degree in business administration from Michigan State University and an MBA from Loyola University Chicago. Key Qualifications: Mr. Seeger has a strong knowledge of the metals industry. As the former President and director of Zekelman Industries, Mr. Seeger has extensive knowledge of steel suppliers and our peer companies and potential acquisition targets that operate in the steel distribution industry, as well as familiarity with the management teams and owners of these companies. Mr. Seeger understands the factors that impact pricing and demand, as well as market factors that impact mills and how they will ultimately impact metals service centers. We believe Mr. Seeger’s experience offers an informed perspective of the Company’s suppliers, which is valuable to Reliance and its stockholders. | |

  35. DIRECTORS

    | 26 / 2024 Proxy Statement | investor.reliance.com |

  36. DIRECTORS

    | | DOUGLAS W. STOTLAR | Independent | | Director Since: 2016 Age: 63 Current Committee Memberships: • Nominating and Governance (Chair) • Compensation Other Public Board Service: AECOM Recent Past Public Board Service: LSC Communications, Inc. | Recent Business Experience: Douglas W. Stotlar was appointed a director of Reliance in October 2016 and is the Chair of our Nominating and Governance Committee. Mr. Stotlar served as President, Chief Executive Officer and Director of Con-way, Inc., a transportation and logistics company (previously known as CNF Inc.) from April 2005 until October 2015. He served as President and Chief Executive Officer of Con-way Transportation Services Inc., a regional trucking enterprise (“CTS”) and a subsidiary of Con-way, Inc., from 2004 until 2005. Mr. Stotlar also served as CTS’ Executive Vice President and Chief Operating Officer from 2002 until 2004, and as CTS’ Executive Vice President of Operations from 1997 until 2002. He served as Vice President at large and was a member of the executive committee of the American Trucking Association and as a director for the Detroit branch of the Federal Reserve Bank of Chicago from December 2014 until December 2016. Mr. Stotlar currently serves as a director and Chairman of the Board at AECOM (NYSE: ACM). Mr. Stotlar is a member of the AECOM Compensation and Audit Committees. Mr. Stotlar was previously a director of LSC Communications, Inc. from 2016 to 2021, then a NYSE-listed public company. Key Qualifications: Mr. Stotlar brings substantial knowledge of the logistics industry, which is important in our business. We believe that Mr. Stotlar’s prior experience as a chief executive officer of a public company provides insight on stockholder relations and management matters. In addition, Mr. Stotlar’s experience on boards of other public companies positions him well to serve as our Nominating and Governance Committee Chair and member of our Compensation Committee. | |

  37. DIRECTORS

    | investor.reliance.com | 2024 Proxy Statement / 27 |

  38. 2023 Financial and Operating Highlights

    | | 2023 | 2022 | Change | | Sales | $14.81 billion | $17.03 billion | (13.0)% | | Tons sold in ‘000s(1) | 5,779.2 | 5,570.8 | 3.7% | | Average selling price per ton sold(1) | $2,570 | $3,073 | (16.4)% | | Gross profit margin(2) | 30.7% | 30.8% | (0.1)% pts. | | Operating income | $1,739.5 million | $2,506.9 million | (30.6)% | | Pretax income | $1,740.7 million | $2,430.4 million | (28.4)% | | Net income attributable to Reliance | $1,335.9 million | $1,840.1 million | (27.4)% | | Cash flow from operations | $1,671.3 million | $2,118.6 million | (21.1)% | | Earnings per diluted share | $22.64 | $29.92 | (24.3)% | | Closing market price of stock at December 31 | $279.68 | $202.44 | 38.2% | | Pretax income margin | 11.8% | 14.3% | (2.5)% pts. | | Pretax Income Margin – Annual Cash Incentive Plan(3) | 11.7% | 14.3% | (2.6)% pts. | | Tons sold growth – Reliance | 3.7% | | | | Tons Sold Growth – Annual Cash Incentive Plan(1)(3) | 2.2% | | | | Annual return on assets (“ROA”)(4) | 16.7% | 25.3% | (8.6)% pts. | | Dividends paid per share | $4.00 | $3.50 | 14.3% |

  39. 2023 Financial and Operating Highlights

    | | 2023 | | Tons sold growth – Reliance | 3.7% | | Less: tons sold growth – MSCI Benchmark | (1.5) | | Tons Sold Growth – Annual Cash Incentive Plan | 2.2% |

  40. 2023 Financial and Operating Highlights

    NEO performance-based equity awards are tied to achieving an ROA target over a three-year performance measurement period. Presented below is Company ROA calculated in accordance with our performance-based restricted stock awards, which is calculated as operating income, excluding various non-recurring charges and credits for the year, divided by average total assets for the year.

  41. 2023 Financial and Operating Highlights

    In 2023, our earnings per diluted share of $22.64 and operating cash flow of $1.67 billion were the second highest in our history, surpassed only by the records set in 2022 due to a very favorable metals pricing environment. Tons sold increased 3.7% in 2023 compared to 2022 due to healthy demand in our key end markets, including non-residential construction (our largest end market), automotive and aerospace, as well as contributions from our organic growth activities. The increase in our tons sold in 2023 significantly outperformed the 1.5% increase in shipments for the industry as reported by the Metals Service Center Institute (“MSCI”), while maintaining our gross profit margin at 30.7%, which was towards the high end of our estimated 29% to 31% sustainable range. Our net sales of $14.81 billion declined 13.0% in 2023 compared to record levels of $17.03 billion in 2022 due to a decline in our average selling price per ton sold of 16.4% that was partially offset by an increase in our tons sold. We believe record metals pricing in 2022 was largely driven by supply chain disruptions caused by the onset of the conflict between Russia and Ukraine, labor supply and microchip shortages, and impacts of the COVID-19 pandemic, including the omicron variant surge and lockdowns in China. We continued to execute our balanced capital allocation strategy in 2023 using cash flow from operations to return $717.6 million to our stockholders through $238.1 million of record dividends and $479.5 million of share repurchases. In addition, we continued to fund organic growth by investing $468.8 million in capital expenditures. We also invested in our growth in 2023 by acquiring Southern Steel Supply, LLC which aligns with our business model and disciplined strategy of investing in profitable, high-quality businesses that expand our geographic diversity and value-added processing capabilities. During 2023, we repurchased approximately 1.9 million shares of our common stock at an average cost of $255.30 per share, or $479.5 million in total. We paid a total of $238.1 million in dividends to our stockholders in 2023. In February 2024, we increased our regular quarterly dividend 10% to $1.10 per share from $1.00 per share. We have paid regular quarterly dividends to our stockholders for over 64 consecutive years without reduction or suspension. We have increased our dividend 31 times since our 1994 IPO. Since 2012, the Company’s regular quarterly dividend has increased more than 633% from $0.15 to $1.10 per share. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 for a more detailed discussion of our results of operations in 2023 compared to 2022 and our financial condition.

  42. Executive Compensation Program Design

    interests of our stockholders. Our stockholders have been highly supportive of our program’s pay-for-performance structure as demonstrated by our say-on-pay voting results exceeding 90% in each of the last five years from 2019 through 2023. As described in more detail below, we structure our executive officers’ target total direct compensation to be competitive with the median compensation paid by companies with whom we may compete for executive talent, including those in our executive compensation peer group. We tie the substantial majority of our executives’ compensation to Company performance objectives to drive financial and operating performance and reward executives for delivering stockholder value. We believe that this pay-for-performance philosophy has been instrumental to our success. We manage our business with the long-term objective of creating and maximizing value for our stockholders. Our pay-for-performance philosophy is aligned with and supports this objective. Consistent with our past practice, the Compensation Committee evaluates performance by reviewing: • our operating and financial results, including performance against our executive compensation peer group, our industry peers, and general economic factors that impact our business and industry; • economic return to stockholders over time, both on an absolute basis and relative to other companies, including the S&P 500, our executive compensation peer group and our industry peers; and • achievement of the Company’s goals and objectives (including management development and succession, safety performance, working capital management, growth in profitability and volume, and capital allocation). The Compensation Committee has linked a substantial majority of our executives’ total direct compensation directly to the achievement of specific, pre-established Company performance targets. In 2023, approximately 74% of our CEO’s and 71% of our other NEOs’ target total direct compensation was tied to performance targets.

  43. Relationship Between Pay and Performance

    Relationship Between Pay and Performance The majority of our executives’ compensation is tied to performance through annual cash incentive awards and long-term equity incentive awards. Management once again delivered industry-leading operating results in 2023, with sales, diluted earnings per share and cash flow from operations being the second highest results in the Company’s history. Annual Cash Incentive Award Plan Consistent with the delivery of industry-leading results in 2023, each NEO received payments at the maximum level under our annual cash incentive plan related to both the Pretax Income Margin and Tons Sold Growth metrics, resulting in a total payout equal to 300.0% of base salary for each NEO. For 2023, 90% of the award opportunity available under the annual cash incentive plan was based on the Company’s Pretax Income Margin and 10% of the award opportunity was based on Tons Sold Growth. In 2023, the target allocation of the cash incentive award between the two separate performance metrics was as follows:

  44. INCENTIVE PAY MIX AT TARGET RESULTS

    As in prior years, the NEOs’ total target annual cash incentive opportunity in 2023 was 150% of individual base salary if the targets were achieved. Of this amount, 135% of base salary would be received based upon achievement of the target Pretax Income Margin goal, and 15% of base salary would be received based upon achievement of the target Tons Sold Growth goal. As in 2022, the Pretax Income Margin portion of the 2023 annual cash incentive plan opportunity was established on a sliding scale, as follows:

  45. INCENTIVE PAY MIX AT TARGET RESULTS

    2023 Pretax Income Margin (calculated in accordance with our annual cash incentive plan) was 11.7%, which resulted in each NEO receiving the maximum award under the portion of the 2023 annual cash incentive plan related to Pretax Income Margin equal to 270% of base salary. For 2023, the Compensation Committee, in consultation with Pay Governance, LLC (“Pay Governance”), the Compensation Committee’s independent executive compensation advisor, and with input from management, determined that it would be in the best interests of the Company and its stockholders to determine achievement of the Tons Sold Growth metric based on performance as measured against the total tons of metal sold by the U.S. metals service center industry as published by the MSCI (the “MSCI Benchmark”), as follows:

  46. INCENTIVE PAY MIX AT TARGET RESULTS

    | | Tons Sold Growth | Performance Award (% of Base Salary) | | Threshold | Equal to MSCI Benchmark | 0.0% | | Target | 1.0% in excess of MSCI Benchmark | 15.0% | | Maximum | 2.0% in excess of MSCI Benchmark | 30.0% |

  47. INCENTIVE PAY MIX AT TARGET RESULTS

    Long-Term Equity Incentive Compensation Plan The NEOs’ performance-based equity awards are tied to achieving an ROA target over a three-year measurement period. The Compensation Committee has determined that a three-year ROA measurement period, which is directly influenced by management’s decisions, is an effective metric to measure management’s long-term performance. ROA also complements and achieves an appropriate balance with the one-year Pretax Income Margin and Tons Sold Growth metrics under the annual cash incentive award program by holding management responsible for the efficient use of assets to produce growth and operating profits over a multi-year period. The issued and outstanding 2022, 2023 and 2024 performance-based equity awards will vest if the Company achieves an ROA result at or above a minimum threshold over the applicable three-year performance periods, subject to a prescribed maximum. The allocation of performance-based and service-based equity awards is intended to balance performance and retention objectives. In striking the appropriate balance, the Compensation Committee sought to design a program that incentivizes strong performance while also strengthening the retention aspects of the long-term equity awards since the Company does not maintain employment agreements with its officers. Accordingly, in 2022 and 2023, 80% of all NEO target equity awards issued were performance-based and the remaining awards were service-based, reinforcing the performance orientation of the Company’s compensation program. As discussed under “Changes to 2024 Incentive Plans” below, the Compensation Committee increased the applicable ROA targets and changed the allocation of performance-based and service-based equity awards for certain of the NEOs for the 2024 performance-based equity awards. Results for the performance-based equity awards granted in 2021 were determined in the first quarter of 2024 based on the Company’s ROA in the three-year measurement period from January 1, 2021 through December 31, 2023. The Company’s ROA in the three-year measurement period was 21.4%, which is in excess of the maximum payout and resulted in the maximum number of awards vesting, or 200% of the target.

  48. What We Do

    | We align executive compensation with the interests of our stockholders: ● Strong pay-for-performance compensation structure. In 2023, approximately 74% of our CEO’s and 71% of our other NEOs’ target total direct compensation was tied to performance metrics. See pages 32 & 37. ● Target total direct compensation of our NEOs designed to approximate the market median of our executive compensation peer group when target performance levels are achieved. See page 37. ● In 2022 and 2023, 80% of all NEO target equity awards were performance-based. In 2024, 80% of the CEO, CFO and COO target equity awards are performance-based and 70% of the other NEOs’ target equity awards are performance-based. See pages 44 & 49. ● Stock ownership and retention requirements applicable to all directors and corporate officers, including our NEOs. See pages 47 & 69. ● SEC- and NYSE-compliant policy for recovery of erroneously awarded compensation (clawback) that applies to all incentive cash and equity compensation. See page 47. | Our executive compensation program is designed to reward the Company’s executive officers for strong operational and financial performance and to avoid excessive risk-taking: ● Double trigger provisions for accelerated vesting of equity awards upon a change in control. See page 45. ● All NEO performance-based equity awards are tied to three-year performance targets. See pages 44 & 49. ● Broad and deep distribution of equity awards throughout management while managing the dilutive impact and expense associated with those awards. See page 44. ● Limited perquisites. See page 45. ● Annual stockholder advisory vote to approve NEO compensation. See page 11. ● Independent compensation committee. See page 40. ● Independent compensation consultant. See page 41. ● Independent, non-executive Chair of the Board enhances the effectiveness of the Board’s oversight and governance and compensation practices. See page 67. ● All employee awards are subject to a minimum one-year vesting period, except with respect to a maximum of 5% of the remaining shares available for grant under the Second Amended and Restated 2015 Incentive Award Plan. |

  49. What We Don’t Do

    | We adhere to executive compensation best practices: | | | No incentive plan design or feature which would encourage excessive risk-taking. No unlimited compensation; all variable compensation plans have caps on plan formulas. No employment agreements, severance agreements, change in control/golden parachute agreements or other similar agreements with any executive officer. See page 45. No tax gross-ups for perquisites, change in control excise taxes or otherwise. | No hedging of Reliance securities permitted by directors, officers and employees subject to our Insider Trading and Securities Compliance Policy. See page 48. No pledging of Reliance securities permitted by directors, officers and employees subject to our Insider Trading and Securities Compliance Policy. See page 48. No acceleration of unvested awards permitted, except for death, disability, a qualified retirement or termination without cause following a change in control. |

  50. Compensation Program Objectives

    Compensation Program Objectives Our compensation program is designed and managed to align executive compensation with Company performance, to motivate our executives to deliver financial and operating results that create and maximize value for our stockholders, and to attract and retain key executive talent. While the Compensation Committee has structured individual components of pay to vary from market medians, it aims for our NEOs’ total compensation to approximate the market median when performance targets are achieved. We believe it is important that our executive compensation program: • Aligns the interests of our executives with those of our stockholders. We align the financial interests of our executive officers with the interests of our stockholders by tying the majority of our executives’ incentive compensation directly to Company performance. In addition, we have implemented significant stock ownership requirements for our executive officers to strengthen the alignment of their interests and our stockholders’ interests. • Promotes and maintains a performance- and achievement-oriented culture. In 2023, approximately 74% of our CEO’s and 71% of our other NEOs’ target total direct compensation was tied to performance metrics. We establish performance targets that are demanding, support our strategic and financial objectives, and promote long-term stockholder value, without encouraging unnecessary or excessive risk-taking. • Is competitive. Our program is designed to attract, retain and motivate talented and skilled executives. As such, we structure total direct compensation at target to be competitive with the median compensation paid by companies with whom we may compete for executive talent, including those in our executive compensation peer group. While individual components of pay may vary from market medians, we aim to approximate total pay at market median when performance targets are achieved. The Company enjoys a team-oriented corporate culture and rewards the entire team of corporate officers for their collaborative effort that is reflected in the Company’s industry-leading performance. Attracting and retaining a team of outstanding corporate officers with complementary skills and expertise has proven successful for the Company’s growth, both organically and through acquisitions, and for maintaining the Company’s profitable financial performance, each of which enhances stockholder value. In order to promote our team culture, the Compensation Committee considers internal pay equity when setting compensation levels for our executives. This team approach is best illustrated by our annual cash incentive award program in which all NEOs have the same target annual cash incentive award opportunity (150% of their respective base salaries) based on the same performance objectives. Moreover, equity awards for NEOs are also comparable, with the exception of the President and CEO, the CFO and the COO.

  51. Elements of Compensation

    | Element | Type | Description | | | Annual performance-based cash incentive awards (see page 43) | • The annual cash incentive plan provides NEOs an opportunity to receive annual cash incentive awards based on Reliance’s annual performance. The incentive opportunity is expressed as a percentage of base salary, ranging from zero for results below the applicable thresholds up to a maximum of 300% of base salary if certain financial targets are met. In 2023, 90% of the incentive opportunity under the annual cash incentive plan was based on the Company’s Pretax Income Margin and 10% of the incentive opportunity was based on Tons Sold Growth. • If the Company achieved a Pretax Income Margin in 2023 within the range of 3.50% and 9.00%, then mathematical interpolation would be applied to determine the actual incentive award in the applicable range (threshold to target or target to maximum). 2023 Pretax Income Margin (calculated in accordance with our annual cash incentive plan) was 11.7%, which resulted in each NEO receiving the maximum award equal to 270% of base salary. • In addition to pretax income margin, in 2023 a target annual cash incentive award of 15% of base salary was based on Tons Sold Growth exceeding the MSCI Benchmark by 1.0%. The maximum award of 30% of base salary would be earned if Tons Sold Growth exceeded the MSCI Benchmark by 2.0%. No payment under the Tons Sold Growth metric would be made if the Company’s Tons Sold Growth underperforms the MSCI Benchmark. 2023 Tons Sold Growth was 2.2% in excess of the MSCI Benchmark, which resulted in each NEO receiving the maximum award equal to 30% of base salary. • In 2023, target annual cash incentive opportunities compared to similar executives of companies in our executive compensation peer group approximate: (i) the 25th percentile for our President and CEO (reflecting her promotion into the CEO role); and (ii) the 60th percentile for our other NEOs in aggregate. • To promote internal pay equity and reinforce an executive team concept, the NEOs’ target annual cash incentive opportunities are based on the same salary percentages. | | Long-Term Equity Compensation | Restricted stock unit awards (see page 44) | • 80% of the RSU awards granted to our NEOs in 2022 and 2023 were performance-based and will only vest if the Company achieves a minimum ROA for the three-year performance measurement period. Vesting of the remaining 20% of RSU awards granted to our NEOs in 2023 is dependent on their respective continued service through the three-year period. • The value of RSU awards granted in 2023 to (i) Mrs. Lewis was below the median but above the 25th percentile reflecting her promotion to the CEO role and (ii) the other NEOs were between the 40th and the 67th percentiles, except for Mr. Ajemyan who approximated the 25th percentile. • Results for the three-year performance-based awards that vested on December 31, 2023 resulted in 200% of the target number of awards vesting, which represented maximum performance over the three-year performance measurement period. |

  52. Elements of Compensation

    | Element | Type | Description | | Retirement or Deferred Compensation Benefits | Supplemental Executive Retirement Plan (see page 45) | • The Supplemental Executive Retirement Plan (“SERP”) was frozen to new participants as of January 1, 2009. • Based on her long tenure with the Company, Mrs. Lewis is the only remaining active participant in the SERP. • The SERP benefit is set to 38% of the average of the participant’s highest five years total cash compensation during the final ten years of employment. • In comparing the SERP benefit to the retirement benefits offered to similar executives at companies in our executive compensation peer group, the Compensation Committee found that the benefits to Mrs. Lewis under the SERP are above the 75th percentile of retirement benefits at companies in our executive compensation peer group. | | | Deferred Compensation Plan (see page 45) | • The Reliance, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”) provides supplemental retirement benefits to certain key employees through discretionary Company contributions. • Messrs. Ajemyan, Koch, Durham and Smith received discretionary Company contributions under the Deferred Compensation Plan in 2023. • In comparing the discretionary Company contribution benefit under the Deferred Compensation Plan to the retirement benefits offered to similar executives at companies in our executive compensation peer group, the Compensation Committee found that the target values for Messrs. Ajemyan, Koch, Durham and Smith would be between the 25th and 50th percentiles. | | Other Benefits | Standard Benefits Widely Available to Employees | • Executive officers, including the NEOs, participate in the same benefit plans broadly available to all full-time Company employees, including health insurance and 401(k) plans. | | | Limited Perquisites (see page 45) | • No perquisites other than certain memberships for certain NEOs used primarily for business purposes. |

  53. Allocation of Compensation Components

    Allocation of Compensation Components Our executive officers are compensated with a balanced combination of the elements described above that vary by: • type of compensation (fixed, variable, service-based and performance-based); • with respect to performance-based compensation, length of the performance period (annual and long-term); • form of compensation (cash and equity); and • with respect to equity compensation, performance-based and service-based. We believe this balanced allocation supports our compensation objectives, including alignment of our executives’ and our stockholders’ interests, the retention of our key executives, mitigation of excessive risk taking and appropriate emphasis of pay-for-performance. The Compensation Committee has designed the overall compensation program to ensure that the majority of our executives’ compensation is subject to the Company’s annual and long-term performance as well as stock price appreciation. Although a significant majority of our NEOs’ compensation is tied to Company performance, the Compensation Committee has no pre-determined mix or allocation among the various elements. The following chart illustrates the targeted allocation of the principal compensation components for our NEOs in 2023. The percentages reflect the NEOs’ 2023 salaries and target annual cash incentive compensation, as well as the grant date fair values of both service-based RSUs and the target number of performance-based RSUs granted in 2023.

  54. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee annually engages an independent compensation consultant to assist it in connection with the review and evaluation of the total compensation package provided to the NEOs and the individual elements thereof. In 2023, the Compensation Committee engaged Pay Governance as its independent compensation consultant. Pay Governance reports directly to the Compensation Committee and neither it nor any of its affiliates provided any services to the Company, other than the services to the Compensation Committee with respect to executive compensation and the Nominating and Governance Committee with respect to reviews of our director compensation, which the Board believes does not interfere with the independence of the consultant. The Compensation Committee conducted an assessment of Pay Governance’s independence, taking into account the factors specified in the NYSE listing standards as well as information provided by Pay Governance, and based on that assessment, determined that Pay Governance is independent.

  55. Compensation Committee Review of Executive Compensation Peer Group and Other Data

    Compensation Committee Review of Executive Compensation Peer Group and Other Data When making decisions regarding the compensation of our NEOs, the Compensation Committee considers information from a variety of sources. The Compensation Committee analyzes both the individual elements and the total compensation package for each of the NEOs, as well as the relationship of those packages among the NEOs. Together with its independent compensation consultant, the Compensation Committee reviews our financial statements and compares our financial results with those of both our executive compensation peer group and our industry peer group, as well as other factors specifically impacting the metals industry, and compares compensation information for our NEOs with that available for comparable executives. In determining each executive’s total compensation package, the Compensation Committee considers both qualitative and quantitative criteria, as well as the CEO’s recommendations and performance evaluations and historical compensation records of the Company. Although a significant majority of compensation is tied to Company performance, the Compensation Committee has no pre-determined mix or allocation among the various elements. The Compensation Committee annually reviews and, as appropriate, revises the executive compensation peer group in an effort to assure the group continues to reflect any changes in the Company’s business, strategy and size as measured by revenue, stock market capitalization and other factors. The Compensation Committee also considers additional factors such as the Company’s stock performance as compared with standard indices, such as the S&P 500, as well as our industry peer group. The Compensation Committee reviews the issued and outstanding but unvested equity awards and common stock actually held by each NEO and recognizes that the NEOs are directly impacted by the Company’s stock price and, accordingly, their interest in the Company’s performance and the impact it has on the market value of the Company’s stock is closely aligned with that of the Company’s stockholders. The combination of these analyses helps the Compensation Committee assess how our NEOs are compensated compared to their peers – both in terms of individual components and total compensation, the reasonableness of the Company’s incentive plan goals, the alignment of pay and performance, the potential need for recalibration of the Company’s pay and incentive goals, and the actual elements of NEO compensation.

  56. Executive Compensation Peer Group

    Executive Compensation Peer Group There are no public companies in the metals service center industry that are closely comparable to the Company in terms of size, stock market capitalization, complexity and financial performance. Accordingly, in considering executive compensation for 2023, as in prior years, the Compensation Committee and the independent compensation consultant used the executive compensation peer group set forth below. The Compensation Committee, with input from executive management and the independent compensation consultant, annually reviews specific criteria and recommendations regarding companies to add or remove from the peer group to ensure that the companies in the peer group remain relevant and provide meaningful compensation comparisons. The Compensation Committee strives to maintain consistency in the peer group from year-to-year and only makes changes when appropriate in consultation with Pay Governance and executive management.

  57. Executive Compensation Peer Group

    | investor.reliance.com | 2024 Proxy Statement / 41 |

  58. Executive Compensation Peer Group

    The peer group set forth below includes companies in the metals processing and distribution industry as well as industrial and manufacturing companies of comparable size in terms of revenues and/or stock market capitalization and complexity. The executive compensation peer group has been constructed, in part, such that the Company’s revenues, stock market capitalization, enterprise value and invested capital generally approximate the median of the executive compensation peer group companies. However, the industrial and manufacturing companies in this peer group are not impacted at all, or are affected to a lesser degree than Reliance, by fluctuations in metal pricing. For fiscal year 2023, the peer group was updated to remove ATI Inc., MRC Global Inc. & Terex Corporation and to add Alcoa Corporation, Cleveland-Cliffs Inc. and Westinghouse Air Brake Technologies Corporation. ATI Inc., MRC Global Inc. & Terex Corporation were removed because their lower revenues compared to the Company fell below our peer group methodology parameters. Alcoa Corporation, Cleveland-Cliffs Inc. and Westinghouse Air Brake Technologies Corporation were added to our peer group based on their fit as industrial companies with revenues broadly comparable to the Company.

  59. Executive Compensation Peer Group

    | • AGCO Corporation | • Dover Corporation | • Parker-Hannifin Corporation | | • Alcoa Corporation | • Eaton Corporation plc | • Steel Dynamics, Inc. | | • Ball Corporation | • Genuine Parts Company | • United States Steel Corporation | | • Cleveland-Cliffs Inc. | • Illinois Tool Works Inc. | • W.W. Grainger, Inc. | | • Commercial Metals Company | • LKQ Corporation | • WESCO International, Inc. | | • Crown Holdings, Inc. | • Nucor Corporation | • Westinghouse Air Brake Technologies Corporation | | • Cummins Inc. | • PACCAR Inc. | |

  60. Analysis of 2023 Company and Executive Compensation Peer Group Compensation

    Analysis of 2023 Company and Executive Compensation Peer Group Compensation In 2023, the Compensation Committee reviewed the Company’s financial statements and stock performance in comparison to the peer group’s most currently available financial and stock market data. Consistent with the Company’s pay-for-performance philosophy, the Compensation Committee also considered the total direct compensation (base salary, annual cash incentive award and equity awards) and retirement plan benefits of the NEOs as compared to comparable officers in the executive compensation peer group. Compared to the executive compensation peer group (based on each peer group member’s most recently released annual financial statements): • the Company ranked at the 38th percentile for revenues in 2023; •

  61. the Company’s Pretax Income Margin ranked at the 54th percentile in 2023; and

    the Company’s Pretax Income Margin ranked at the 54th percentile in 2023; and • the Company’s return on total assets ranked at the 71st percentile in 2023 and 80th percentile for the five-year period ended December 31, 2023. Based on information provided by the independent compensation consultant, the Compensation Committee determined that in 2023 the target total direct compensation of: (i) our CEO approximated the 35th percentile of the chief executive officers in our executive compensation peer group; (ii) our CFO approximated the 25th percentile of the chief financial officers in our executive compensation peer group; and (iii) the target total direct compensation of our other NEOs fell between the 50th and 67th percentiles of the comparable executive officers in our executive compensation peer group.

  62. Internal Pay Equity

    Internal Pay Equity The Compensation Committee broadly considers internal pay equity when setting compensation levels for our executives in order to foster a team culture among the executive officers. Our executive compensation program uses the same compensation components for all of our NEOs, with a few exceptions. In 2022 and 2023, 80% of all NEO target equity awards issued have been performance-based and 20% have been service-based. Our annual cash incentive award program provides all NEOs the same target annual cash incentive award opportunity of 150% of their respective base salary based on identical performance objectives.

  63. Base Salary

    Base Salary The base salary payable to each of our NEOs is the minimum compensation that such executive receives in any year. Base salaries reflect the individual skills, experience and roles and responsibilities of the NEO within the Company. The Compensation Committee reviews NEO salaries annually and makes adjustments to reflect merit, promotion or change in role and changes in market salaries for similar positions. In July 2023, after a review of the base salaries of comparable officers at companies in our executive compensation peer group and in consultation with the independent compensation consultant, the Compensation Committee recommended, and the independent directors of the Board approved, base salary increases for the NEOs as follows: 4.2% for Mrs. Lewis; 4.3% for Mr. Durham and 2.4% for Mr. Smith. In addition, Mr. Koch’s base salary was increased by 9.1% and Mr. Ajemyan’s base salary increased 17.4% in connection with the implementation of the Company’s strategic long-term management succession plan, in recognition of their performance and value to the Company, and to encourage their retention. These base salary increases were effective as of July 2023. Consistent with our historical pay practices, even after these adjustments, base salaries as a percentage of our NEOs target compensation were below the 25th percentile compared to comparable officers in our executive compensation peer group. We do not have employment agreements with any of our executive officers. No executive officer has a minimum base salary or guaranteed salary increase.

  64. Annual Cash Incentive Awards

    Annual Cash Incentive Awards In 2023, the Compensation Committee employed Pretax Income Margin and Tons Sold Growth as the metrics for measuring the Company’s financial performance under the annual cash incentive plan. The Compensation Committee selected Pretax Income Margin because it aligns with how management and the Board measure the Company’s performance and is typically one of the most important metrics used in the Company’s corporate and operational decision-making. Tons Sold Growth was selected as a performance metric by the Compensation Committee because it is a key performance indicator used by the Board and management to measure and evaluate one of the important underlying performance elements of the Company’s business. Tons Sold Growth is calculated consistent with our financial reporting and excludes the Company’s toll processing tonnage. The Compensation Committee believes that Tons Sold Growth is a key performance indicator used by the Board and management to measure and evaluate one of the important underlying performance elements of the Company’s business against the Company’s industry peers and because it motivates growth and complements and achieves an appropriate balance with the Pretax Income Margin metric. In 2023, target annual cash incentive opportunities compared to similar executives of companies in our executive compensation peer group approximate: (i) the 25th percentile for our President and CEO (reflecting her promotion into the CEO role); and (ii) the 60th percentile for our other NEOs in aggregate. In concert with the Company’s compensation philosophy of overweighting performance-based pay, our NEOs have annual cash incentive opportunities that may result in higher cash payments than those for comparable officers within our executive compensation peer group, but such awards are only payable if the Company meets demanding objectives. This structure currently results in total target cash compensation: (i) that approximates the 25th percentile for our CEO (reflecting her 2023 promotion into the CEO role) and between the 25th percentile and 50th percentile for our CFO compared to their counterparts in our executive compensation peer group; (ii) above the 75th percentile for Mr. Smith compared to Senior Vice Presidents and General Counsels in our executive compensation peer group; and (iii) between the 50th and 60th percentiles for our other NEOs compared to similar executives of companies in our executive compensation peer group. As in past years, each NEO had a 2023 target annual cash incentive award of 150% of their respective base salaries. In 2023, 90% of any award earned under the annual cash incentive plan was based on Pretax Income Margin and 10% of any award earned was based on Tons Sold Growth. The Pretax Income Margin portion of the 2023 annual cash incentive plan opportunity was established by the Compensation Committee on a sliding scale, ranging from zero for results below the 3.50% Pretax Income Margin threshold, of base salary for results at the 3.50% Pretax Income Margin threshold, a target of 135% of base salary for

  65. Annual Cash Incentive Awards

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  66. Annual Cash Incentive Awards

    results at 6.00% Pretax Income Margin up to a maximum of 270% of base salary for Pretax Income Margin of 9.00% or higher. If the Company achieved a Pretax Income Margin within the range of 3.50% and 9.00%, then mathematical interpolation would be applied to determine the actual incentive award in the applicable range (threshold to target or target to maximum). In addition to Pretax Income Margin, the Compensation Committee set a portion of the 2023 target annual cash incentive award to be earned based upon Tons Sold Growth at 15.0% of base salary, which amount would be earned if Tons Sold Growth exceeded the MSCI Benchmark by 1.0%. The maximum award of 30.0% of base salary would be earned if tons sold exceeded the MSCI Benchmark by 2.0%. No payment would be made under the Tons Sold Growth metric if the Company’s Tons Sold Growth underperformed the MSCI Benchmark. When analyzing the actual and potential payouts under the Company’s annual cash incentive plan, especially its maximum incentive awards and resulting cash compensation levels, the Committee found the plan supported its pay-for-performance principles in 2023.

  67. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation The Compensation Committee recommends grants of annual discretionary equity awards for the NEOs, but the independent directors of the full Board approve all such grants. The Compensation Committee considers executive compensation peer group data from the independent compensation consultant as well as the recommendations of our CEO with respect to any grants of equity awards to the NEOs (other than the CEO) and other executive officers, as well as to corporate officers and other key employees. In making its recommendations to the independent directors, the Compensation Committee considers the position of the NEO, his or her importance to the Company’s results and operations, his or her individual performance and contributions, the equity awards previously granted to that individual, the terms and market value of the equity grant, the total value of the equity grant and the relative number of such recommended grants among the various individuals then under consideration for grants, as well as the potential dilution and the related expense as a percentage of pretax income. The Committee also considers market data for executives in comparable positions within our executive compensation peer group. In 2022 and 2023, 80% of all NEO target equity awards have been performance-based and 20% have been service-based. The allocation of performance-based and service-based awards is intended to balance performance and retention objectives. In striking an appropriate mix between service- and performance-based equity awards, the Compensation Committee sought to design a policy that incentivizes strong performance balanced with the retention value of our long-term equity awards since the Company does not maintain employment agreements with its executive officers. The RSUs will be forfeited if the ROA results are not achieved at or above the threshold (for performance-based awards), or the individual voluntarily leaves the Company or is terminated for cause. The award agreements for the RSUs provide for prorated vesting if an individual’s employment terminates (i) due to a qualifying retirement, death or disability or (ii) without cause following a change in control. ROA for the performance period is calculated as the average of the three years of annual ROA (operating income for the year (as adjusted for certain non-recurring items) divided by the average total assets for the year) in the performance period. Mathematical interpolation is applied to determine the actual incentive award if the calculated ROA result is within the applicable range (threshold to target or target to maximum).

  68. Long-Term Equity Incentive Compensation

    | | ROA | Number of RSUs Vested | | Threshold | 6.00% | 25.0% | | Target | 8.00% | 100.0% | | Maximum | 13.00% | 200.0% |

  69. Long-Term Equity Incentive Compensation

    The value of RSU awards granted in 2023 to (i) Mrs. Lewis was below the median but above the 25th percentile reflecting her promotion to the CEO role and (ii) the other NEOs were between the 40th percentile and the 67th percentiles, except for Mr. Ajemyan who approximated the 25th percentile. Results for the performance-based equity awards granted in 2021 were determined in the first quarter of 2024 and resulted in 200.0% of the target number of awards vesting based on an ROA of 21.4% in the three-year performance period.

  70. Long-Term Equity Incentive Compensation

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  71. No Employment Agreements; Potential Payments Upon Termination or Change in Control

    No Employment Agreements; Potential Payments Upon Termination or Change in Control We do not have individual employment agreements that provide change in control or severance benefits to any of our executive officers, including the NEOs. We have been successful in attracting and retaining an experienced and effective management team without the use of such agreements. Most of our executives have been with Reliance for many years and have built their careers at Reliance and/or its subsidiaries. On average, our NEOs have more than 15 years’ tenure with Reliance and over 27 years of industry experience. Generally, if an employee ceases to be employed at the Company before his or her RSUs vest, these units will expire on the date the employee is terminated. However, the executive (or their beneficiary) is eligible to receive a prorated payout of his or her RSUs based on the number of days employed during the vesting period if the termination of employment is without cause following a change in control or results from death, disability, or qualifying retirement.

  72. No Employment Agreements; Potential Payments Upon Termination or Change in Control

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  73. No Employment Agreements; Potential Payments Upon Termination or Change in Control

    The following table and discussion set forth the estimated incremental value that would have been transferred to each NEO under various scenarios relating to a termination of employment if such termination had occurred on December 31, 2023. The actual amounts that would be paid to any NEO upon termination of employment can only be determined at the time of an actual termination of employment and would vary from those listed below.

  74. Estimated Benefits Upon Termination or Change in Control

    Estimated Benefits Upon Termination or Change in Control

  75. Estimated Benefits Upon Termination or Change in Control

    | | Qualified Retirement ($) | Termination for Cause ($) | Termination Without Cause ($) | Termination Without Cause Following Change-in- Control ($) | Change-in- Control Only ($) | Death ($) | Disability ($) | | Karla R. Lewis | | | | | | | | | Cash severance payment | — | — | — | — | — | — | — | | Value of accelerating vesting of incentive compensation(1) | 11,654,048 | — | — | 11,654,048 | — | 11,654,048 | 11,654,048 | | Continuation of benefits(2) | — | — | — | — | — | — | — | | Pension and nonqualified compensation benefit(3) | 1,188,192 | — | 1,188,192 | 2,153,302 | — | — | 1,188,192 | | Total | 12,842,240 | — | 1,188,192 | 13,807,350 | — | 11,654,048 | 12,842,240 | | Arthur Ajemyan | | | | | | | | | Cash severance payment | — | — | — | — | — | — | — | | Value of accelerating vesting of incentive compensation(1) | 3,431,829 | — | — | 3,431,829 | — | 3,431,829 | 3,431,829 | | Continuation of benefits(2) | — | — | — | — | — | — | — | | Pension and nonqualified compensation benefit(3) | 99,770 | — | — | 99,770 | 99,770 | 99,770 | 99,770 | | Total | 3,531,599 | — | — | 3,531,599 | 99,770 | 3,531,599 | 3,531,599 | | Stephen P. Koch | | | | | | | | | Cash severance payment | — | — | — | — | — | — | — | | Value of accelerating vesting of incentive compensation(1) | 5,435,561 | — | — | 5,435,561 | — | 5,435,561 | 5,435,561 | | Continuation of benefits(2) | — | — | — | — | — | — | — | | Pension and nonqualified compensation benefit(3) | — | — | — | — | — | — | — | | Total | 5,435,561 | — | — | 5,435,561 | — | 5,435,561 | 5,435,561 | | Jeffrey W. Durham | | | | | | | | | Cash severance payment | — | — | — | — | — | — | — | | Value of accelerating vesting of incentive compensation(1) | 3,431,829 | — | — | 3,431,829 | — | 3,431,829 | 3,431,829 | | Continuation of benefits(2) | — | — | — | — | — | — | — | | Pension and nonqualified compensation benefit(3) | — | — | — | — | — | — | — | | Total | 3,431,829 | — | — | 3,431,829 | — | 3,431,829 | 3,431,829 | | William A. Smith II | | | | | | | | | Cash severance payment | — | — | — | — | — | — | — | | Value of accelerating vesting of incentive compensation(1) | 3,431,829 | — | — | 3,431,829 | — | 3,431,829 | 3,431,829 | | Continuation of benefits(2) | — | — | — | — | — | — | — | | Pension and nonqualified compensation benefit(3) | — | — | — | — | — | — | — | | Total | 3,431,829 | — | — | 3,431,829 | — | 3,431,829 | 3,431,829 |

  76. Estimated Benefits Upon Termination or Change in Control

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  77. Estimated Benefits Upon Termination or Change in Control

    Includes the prorated value of the number of unvested RSUs granted in 2022 and 2023 based on Company ROA calculated over a shortened measurement period ended December 31, 2023. (2) Excludes certain benefits generally available to salaried employees, such as certain disability benefits, accrued vacation and distributions under our 401(k) and ESOP plans. (3) Represents the amount of benefit in excess of the present value of accumulated benefits payable on retirement by the SERP or the amount of unvested company contributions under the Deferred Compensation Plan (see page 45). The annual cash incentive and 2021 performance-based RSU awards do not provide incremental value upon termination or a change in control without termination occurring on December 31, 2023, as the NEO would be fully vested in the 2023 annual cash incentive and the performance-based restricted stock awards granted in 2021, having been employed throughout the entire performance period. The SERP provides that if a participant is terminated without cause following a change in control or after the participant has attained age 55 and completed 10 years of service, then any unvested rights of a participant to receive certain retirement benefits under the SERP shall become fully vested. The Deferred Compensation Plan provides that a participant becomes vested in any Company contributions upon the earlier of: (i) the date such participant attains age 55 and has at least five years of service in an eligible role; and (ii) the date such participant attains age 62. The Deferred Compensation Plan provides that the participants receive their vested account balance upon termination and receive their total account balance upon a change in control. The RSU award agreements provide for the following prorated vesting if an individual’s employment terminates (i) due to a qualifying retirement, death or disability or (ii) without cause following a change in control (a.k.a., double trigger): • the service-based RSUs will become vested by prorating the number of such RSUs as if the vesting period ended on the date of the termination, and • the performance-based RSUs will become vested only upon the achievement of the relevant performance metric measured during a shortened performance period ending on the most recent quarter-end before the date of the termination, with the number of shares prorated based on such shortened performance period.

  78. Changes to 2024 Incentive Plans

    Changes to 2024 Incentive Plans In February 2024, the Compensation Committee, in consultation with Pay Governance, and with input from management, determined that it would be in the best interests of the Company’s stockholders to update the metrics used for measuring the Company’s financial performance under the 2024 annual cash incentive plan as well as performance-based RSU awards granted in 2024.

  79. Changes to 2024 Incentive Plans

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  80. Changes to 2024 Incentive Plans

    The Compensation Committee made the 2024 annual cash incentive plan more demanding by increasing the pretax income margin targets. As in 2023, the total annual cash incentive opportunity in 2024 for each NEO under the pretax income margin metric is 135% of their base salary if the targets are achieved. The 2023 pretax income margin metrics and the increased 2024 metrics are set forth in the table below:

  81. Changes to 2024 Incentive Plans

    | | 2023 Pretax Income Margin Metrics | 2023 Performance Award (% of Base Salary | 2024 Pretax Income Margin Metrics | 2024 Performance Award (% of Base Salary | | Threshold | 3.50% | 20.0% | 5.00% | 20.0% | | Target | 6.00% | 135.0% | 7.50% | 135.0% | | Maximum | 9.00% | 270.0% | 10.00% | 270.0% |

  82. Changes to 2024 Incentive Plans

    The Compensation Committee also made the performance-based RSU awards granted in 2024 more demanding by increasing the three year ROA performance metrics. As in prior years, the performance-based awards granted in 2024 will vest if the Company achieves an ROA result over the three-year performance period ending December 31, 2026 at or above a minimum threshold. The 2023 three year ROA performance metrics and the increased 2024 three-year ROA performance metrics are set forth in the following table:

  83. Changes to 2024 Incentive Plans

    | | 2023 ROA Metrics | 2023 Number of RSUs Vested | 2024 ROA Metrics | 2024 Number of RSUs Vested | | Threshold | 6.00% | 25.0% | 7.00% | 25.0% | | Target | 8.00% | 100.0% | 10.00% | 100.0% | | Maximum | 13.00% | 200.0% | 13.00% | 200.0% |

  84. Changes to 2024 Incentive Plans

    As in prior years, 80% of the target performance-based RSU awards granted to the CEO, CFO and COO in 2024 are performance-based and 20% are service-based. To achieve a more appropriate balance of performance and retention objectives, 70% of the target performance-based RSU awards granted to the other corporate officers, including the other two NEOs, in 2024 are performance-based and 30% are service-based.

  85. Changes to 2024 Incentive Plans

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  86. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  87. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Karla R. Lewis President and Chief Executive Officer | 2023 | 1,225,000 | — | 7,200,503 | — | 3,750,000 | 1,484,294 | 659,476 | 14,319,273 | | | 2022 | 970,000 | — | 3,800,149 | — | 2,806,650 | — | 562,322 | 8,139,121 | | | 2021 | 925,000 | — | 3,799,970 | — | 2,850,000 | 1,072,943 | 212,816 | 8,860,729 | | Arthur Ajemyan Senior Vice President, Chief Financial Officer | 2023 | 625,000 | — | 1,399,891 | — | 2,025,000 | — | 180,560 | 4,230,451 | | | 2022 | 562,500 | — | 1,400,158 | — | 1,630,125 | — | 145,223 | 3,738,006 | | | 2021 | 500,000 | — | 1,200,005 | — | 1,650,000 | — | 51,858 | 3,401,863 | | Stephen P. Koch Executive Vice President, Chief Operating Officer | 2023 | 718,750 | — | 3,800,059 | — | 2,250,000 | — | 295,236 | 7,064,045 | | | 2022 | 656,250 | — | 1,600,124 | — | 1,949,063 | — | 266,200 | 4,471,637 | | | 2021 | 600,000 | — | 1,359,940 | — | 1,875,000 | — | 214,203 | 4,049,143 | | Jeffrey W. Durham Senior Vice President, Operations(5) | 2023 | 587,500 | — | 1,399,891 | — | 1,800,000 | — | 437,963 | 4,225,354 | | William A. Smith II Senior Vice President, General Counsel and Corporate Secretary | 2023 | 622,500 | — | 1,399,891 | — | 1,890,000 | — | 303,119 | 4,215,510 | | | 2022 | 602,500 | — | 1,400,158 | — | 1,743,525 | — | 282,604 | 4,028,787 | | | 2021 | 570,000 | — | 1,289,942 | — | 1,770,000 | — | 231,052 | 3,860,994 |

  88. SUMMARY COMPENSATION TABLE

    (1) The amounts in this column reflect the grant date fair value of the target number of RSUs awarded in 2023, 2022 and 2021. The values are calculated in accordance with the Stock Compensation topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (the “Codification”) and pursuant to the Company’s equity compensation plans by multiplying the closing price of the Company’s common stock on the grant date by the number of service-based RSUs and the target number of performance-based RSUs awarded to each NEO. Assumptions used in the calculation of these amounts are included in Note 12 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. The grant date fair values of performance-based RSUs granted to each NEO in 2023 at the maximum possible payout are as follows: $12,960,956 for Mrs. Lewis, $6,840,057 for Mr. Koch; and $2,519,904 for Messrs. Ajemyan, Durham and Smith. (2) Represents earned amounts under the Company’s annual cash incentive plan. See “Principal Components of Our Executive Compensation Program-Annual Cash Incentive Awards” on page 43 and “Grants of Plan Based Awards” on page 52. (3) The amounts represent the increase, if any, in the present value of the accumulated benefits payable on the retirement of the NEO that participates in the SERP in the year presented; $0 is presented in years the present value declined. These amounts are determined using interest rate and mortality assumptions consistent with those included in Note 13 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. The following summarizes the total change in pension value in 2023 due to the change in the discount rate, mortality tables, and other factors:

  89. SUMMARY COMPENSATION TABLE

    | Name | Change in Pension Value Due to Change in Discount Rate ($) | Change in Pension Value – All Other ($) | Total Change in Pension Value ($) | | Karla R. Lewis | 130,875 | 1,353,419 | 1,484,294 |

  90. SUMMARY COMPENSATION TABLE

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  91. SUMMARY COMPENSATION TABLE

    The 2023 All Other Compensation amounts are composed of the following:

  92. SUMMARY COMPENSATION TABLE

    | Name | 401(k) Plan Match Contributions ($) | Company Contribution to Deferred Compensation Plan ($) | Dividend Equivalents on RSUs ($) | Internet Expense Allowance and Health and Wellness Benefit ($) | Other(a) ($) | All Other Compensation ($) | | Karla R. Lewis | 11,550 | — | 647,926 | — | — | 659,476 | | Arthur Ajemyan | 11,550 | 96,261 | 71,699 | 1,050 | — | 180,560 | | Stephen P. Koch | 11,550 | 80,973 | 196,914 | — | 5,799 | 295,236 | | Jeffrey W. Durham | 11,550 | 225,806 | 196,914 | — | 3,693(b) | 437,963 | | William A. Smith II | 11,550 | 100,800 | 186,782 | 900 | 3,087 | 303,119 |

  93. SUMMARY COMPENSATION TABLE

    (a) Messrs. Koch, Durham and Smith received one-time payments of $5,799, $818 and $3,087, respectively, to correct the overwithholding of certain payroll taxes in prior years. (b) Includes $2,875 of dividends paid on our common stock during 2023 that increased the equivalent Reliance common shares Mr. Durham is entitled to under the EMJ Bonus Plan (see page 45). (5) Mr. Durham was not an NEO in 2022 or 2021 and, therefore, in accordance with SEC rules, only fiscal year 2023 compensation information is presented.

  94. GRANTS OF PLAN BASED AWARDS

    GRANTS OF PLAN BASED AWARDS The following table sets forth plan based awards granted to the NEOs under our annual cash incentive plan and the Second Amended and Restated 2015 Incentive Award Plan during 2023:

  95. GRANTS OF PLAN BASED AWARDS

    | Name | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Grant Date | Estimated Future Payouts Under Equity Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | Threshold ($) | Target ($) | Maximum ($) | | Threshold (#) | Target (#) | Maximum (#) | | | | | | Karla R. Lewis | 250,000 | 1,875,000 | 3,750,000 | 2/17/2023 | 5,809 | 23,237 | 46,474 | | | | 5,760,452 | | | | | | 2/17/2023 | | | | 5,809 | — | — | 1,440,051 | | Arthur Ajemyan | 135,000 | 1,012,500 | 2,025,000 | 2/17/2023 | 1,130 | 4,518 | 9,036 | | | | 1,120,012 | | | | | | 2/17/2023 | | | | 1,129 | — | — | 279,879 | | Stephen P. Koch | 150,000 | 1,125,000 | 2,250,000 | 2/17/2023 | 3,066 | 12,263 | 24,526 | | | | 3,039,998 | | | | | | 2/17/2023 | | | | 3,066 | — | — | 760,061 | | Jeffrey W. Durham | 120,000 | 900,000 | 1,800,000 | 2/17/2023 | 1,130 | 4,518 | 9,036 | | | | 1,120,012 | | | | | | 2/17/2023 | | | | 1,129 | — | — | 279,879 | | William A. Smith II | 126,000 | 945,000 | 1,890,000 | 2/17/2023 | 1,130 | 4,518 | 9,036 | | | | 1,120,012 | | | | | | 2/17/2023 | | | | 1,129 | — | — | 279,879 |

  96. GRANTS OF PLAN BASED AWARDS

    (1) Reflects the threshold, target and maximum payout amounts of non-equity incentive plan awards that were in effect for 2023 under the annual cash incentive plan. The award amount is determined as a percentage of the NEO’s year-end base salary, with the percentage based upon the threshold, target and maximum targets. See “Relationship Between Pay and Performance” on page 33 for further details of our annual cash incentive plan. These columns do not reflect the actual amounts paid, but only provide an example of how the awards would be calculated under the plan if the specified levels of Pretax Income Margin and Tons Sold Growth were achieved. Pretax Income Margin and Tons Sold Growth (as calculated per the terms of the plan) for 2023 were 11.7%, which was above the maximum, and 2.2%, respectively, resulting in a payout under the plan equal to 300.0% of each NEO’s year-end base salary, which amount is included in the Summary Compensation Table, on page 51. (2) Reflects the threshold, target and maximum number of shares of common stock of the Company for the performance-based RSUs granted in February 2023 that will vest if the Company achieves certain ROA results. Consistent with prior years, the awards are subject to a three-year performance measurement period. Represents the number of service-based RSUs awarded to each NEO in February 2023 that will vest on December 1, 2025 if the NEO continues to be employed by the Company on such date.

  97. GRANTS OF PLAN BASED AWARDS

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  98. GRANTS OF PLAN BASED AWARDS

    Reflects the grant date fair value of the service-based RSUs and the target number of performance-based RSUs awarded to each NEO. Assumptions used in the calculation of these amounts are included in Note 12 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023.

  99. OPTION EXERCISES AND STOCK VESTING

    OPTION EXERCISES AND STOCK VESTING The following table sets forth information for the NEOs with regard to service-based RSUs vested and settled and performance-based RSUs determined during 2023:

  100. OPTION EXERCISES AND STOCK VESTING

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Karla R. Lewis | 78,794 | 19,699,680 | | Arthur Ajemyan | 8,224 | 2,143,978 | | Stephen P. Koch | 23,555 | 5,958,580 | | Jeffrey W. Durham | 23,555 | 5,958,580 | | William A. Smith II | 22,343 | 5,651,985 |

  101. OPTION EXERCISES AND STOCK VESTING

    (1) The amounts are based on the closing price of the Company’s common stock when the awards are settled. Results for the performance-based equity awards granted in 2020 were determined in February 2023. The performance-based equity awards granted in 2020 vested on December 31, 2022, with payouts on the 2020 ROA award above the maximum target, resulting in total performance shares earned by our NEOs at 200% of the target.

  102. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth stock awards held by the NEOs at December 31, 2023:

  103. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Name | Service-based RSU awards | | Performance-based RSU awards | | | Karla R. Lewis | 9,701 | 2,713,176 | 120,606 | 33,731,086 | | Arthur Ajemyan | 2,563 | 716,820 | 30,692 | 8,583,939 | | Stephen P. Koch | 4,705 | 1,315,894 | 49,176 | 13,753,544 | | Jeffrey W. Durham | 2,563 | 716,820 | 32,048 | 8,963,185 | | William A. Smith II | 2,563 | 716,820 | 31,454 | 8,797,055 |

  104. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) The annual ROA calculated for the year ended December 31, 2023 was above target. As the previous year’s performance exceeded target levels for each of the performance-based awards, all performance-based awards are reported at maximum levels in accordance with SEC rules. (2) The value is based on a price per RSU of $279.68, the closing price of the Company’s common stock on December 31, 2023. The table below presents the vesting schedule for unvested and vested but unsettled RSU awards (performance-based RSUs are presented at maximum levels):

  105. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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  106. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Name | Grant Date | Vesting Schedule for Unvested and Vested but Unsettled RSUs | | | | | | | | Service-based vesting on December 1, | | Performance-based vesting on December 31, | | | | | | 2024 | 2025 | 2023 | 2024 | 2025 | | Karla R. Lewis | 3/23/2021 | — | — | 42,996 | — | — | | | 3/22/2022 | 3,892 | — | — | 31,136 | — | | | 2/17/2023 | — | 5,809 | — | — | 46,474 | | Arthur Ajemyan | 3/23/2021 | — | — | 10,184 | — | — | | | 3/22/2022 | 1,434 | — | — | 11,472 | — | | | 2/17/2023 | — | 1,129 | — | — | 9,036 | | Stephen P. Koch | 3/23/2021 | — | — | 11,540 | — | — | | | 3/22/2022 | 1,639 | — | — | 13,110 | — | | | 2/17/2023 | — | 3,066 | — | — | 24,526 | | Jeffrey W. Durham | 3/23/2021 | — | — | 11,540 | — | — | | | 3/22/2022 | 1,434 | — | — | 11,472 | — | | | 2/17/2023 | — | 1,129 | — | — | 9,036 | | William A. Smith II | 3/23/2021 | — | — | 10,946 | — | — | | | 3/22/2022 | 1,434 | — | — | 11,472 | — | | | 2/17/2023 | — | 1,129 | — | — | 9,036 |

  107. PENSION BENEFITS

    PENSION BENEFITS The estimated present value of accumulated benefits payable by the SERP at the normal retirement age of 65 for the executive officer named below, determined using interest rate and mortality assumptions consistent with those included in Note 13 in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, is as follows:

  108. PENSION BENEFITS

    | Name(1) | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit ($) | Payments During 2023 ($) | | Karla R. Lewis | Supplemental Executive Retirement Plan | 32 | 9,843,679 | — |

  109. PENSION BENEFITS

    (1) Messrs. Ajemyan, Koch, Durham and Smith are not participants in the SERP. Reliance adopted the Deferred Compensation Plan effective December 1, 2008; it was subsequently amended and restated effective January 1, 2013. The Deferred Compensation Plan is administered by the Compensation Committee. NEOs who participate in the SERP do not receive contributions from the Company under the Deferred Compensation Plan.

  110. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  111. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in 2023 ($) | Company Contributions in 2023 ($)(1) | Aggregate Gain in 2023 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/23 ($)(2) | | Arthur Ajemyan | 326,025 | 96,261 | 141,403 | — | 926,703 | | Stephen P. Koch | — | 80,973 | 55,778 | — | 2,141,105 | | Jeffrey W. Durham | — | 225,806 | 402,745 | — | 2,378,598 | | William A. Smith II | — | 100,800 | 143,146 | — | 1,062,139 |

  112. NONQUALIFIED DEFERRED COMPENSATION

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  113. NONQUALIFIED DEFERRED COMPENSATION

    The 2023 contributions for Messrs. Koch, Durham and Smith were 100% vested when contributed to the plan in February 2024 based on their age and years of service. The 2023 contribution for Mr. Ajemyan vests in 2030. The 2023 Company contributions were included in “All Other Compensation” in the Summary Compensation Table on page 51. (2) Of the amounts in this column, $82,000 for Mr. Ajemyan, $1,013,726 for Mr. Koch, and $192,900 for Mr. Smith were included in the Summary Compensation Table for previous years.

  114. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE Presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee (excluding our CEO). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended. The pay ratio rules provide companies with flexibility to select the methodology and assumptions used to identify the median employee, calculate the median employee’s compensation and estimate the pay ratio. As a result, our methodology may differ from those used by other companies, which likely will make it very difficult to compare pay ratios with other companies, including those within our industry. We identified the median employee from the Company’s employee population as of December 31, 2023. After excluding employees under the “de minimis exemption” (as described below), the Company’s employee population consisted of 14,337 employees located in the U.S., Canada, Mexico and the United Kingdom. For purposes of identifying the median employee, the Company was permitted to exclude up to 5% of its total employees who are non-U.S. employees. The Company relied on this exemption to exclude the employee populations of the following jurisdictions, which collectively accounted for less than 5% of the Company’s total employee population of 15,037 as of December 31, 2023: Belgium (71); France (21); India (4); Malaysia (67); People’s Republic of China (298); Singapore (45); South Korea (148); Turkey (21); and the United Arab Emirates (25). In identifying our median employee, we calculated the annual total compensation of each employee for the 12-month period that ended on December 31, 2023. Annual total compensation for these purposes included base salary, overtime wages, bonus, commissions, incentives and comparable cash elements of compensation in non-U.S. jurisdictions and was calculated using internal payroll records. Specifically excluded from the annual compensation measure in identifying the median employee were retirement benefits and stock-based compensation. The compensation for full-time employees who were not employed by us for the entire 12-month period was annualized to reflect compensation for the entire 12-month period. The 2023 annual total compensation for our CEO as determined under Item 402(u) of Regulation S-K was $14,319,273. As reflected in the Summary Compensation Table, $7,200,503 of our CEO’s total 2023 compensation was equity-based of which 80% is tied to performance targets. The 2023 annual total compensation for our median employee was $72,742. The ratio of our CEO’s annual total compensation to our median employee’s total cash compensation for fiscal year 2023 is approximately 197 to 1.

  115. PAY RATIO DISCLOSURE

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  116. PAY RATIO DISCLOSURE

    The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  117. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information concerning pay versus performance. The following table sets forth information concerning the compensation of our CEO and other NEOs for each of the fiscal years ending December 31, 2023, 2022, 2021 and 2020, and our financial performance for each such fiscal year:

  118. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for CEO(1)(2) ($) | CAP to CEO(1)(3) ($) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers(1)(2) ($) | Average CAP to Non-CEO Named Executive Officers(1)(3) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income(5) ($ in millions) | Annual ROA(6) | | | | | | | Total Stockholder Return(4) ($) | Peer Group Total Stockholder Return(4) ($) | | | | 2023 | 14,319,273 | 23,779,336 | 4,933,840 | 8,260,700 | 251.8 | 212.1 | 1,340.1 | 16.7% | | 2022 | 14,944,260 | 31,322,752 | 5,094,388 | 9,370,352 | 179.5 | 154.5 | 1,844.2 | 25.3% | | 2021 | 14,245,016 | 47,236,660 | 5,032,109 | 11,357,546 | 141.3 | 157.2 | 1,417.4 | 22.2% | | 2020 | 13,100,453 | 14,073,926 | 6,003,050 | 4,913,818 | 102.5 | 117.6 | 372.4 | 8.9% |

  119. PAY VERSUS PERFORMANCE

    (1) In 2023, the CEO was Karla R. Lewis; in 2020, 2021 and 2022, the CEO was James D. Hoffman. In 2023, the other NEOs were Stephen P. Koch, Arthur Ajemyan, Jeffery W. Durham and William A. Smith II. In 2022, the other NEOs were Mrs. Lewis and Messrs. Koch, Ajemyan and Smith. In 2021, the other NEOs were Mrs. Lewis and Messrs. Koch, Ajemyan and Smith as well as William K. Sales, Jr. and Michael P. Shanley. In 2020, the other NEOs were Mrs. Lewis and Messrs. Koch, Sales and Shanley. (2) For each year presented, reflects the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 51 with respect to our CEO and the average (mean) of the “Total” compensation for the non-CEO NEOs set forth above for the years presented. See the footnotes to the SCT for further detail regarding the amounts in this column. (3) Compensation actually paid, or “CAP”, is computed in accordance with Item 402(v) of Regulation S-K. The tables below present the adjustments made to the respective amounts set forth in the SCT, determined in accordance with SEC rules.

  120. PAY VERSUS PERFORMANCE

    | | CEO 2023 ($) | | Total Compensation as reported in Summary Compensation Table (SCT) | 14,319,273 | | Less: Grant date fair value of equity awards granted during the year included in SCT | (7,200,503) | | Plus: Year-end fair value of equity awards granted in the year that remain unvested as of the last day of the year(a) | 11,373,187 | | Plus: Change in fair value from last day of prior year to last day of year of unvested equity awards(a) | 2,705,563 | | Plus: Change in fair value from last day of prior year to vesting date of unvested equity awards that vested during year(a) | 3,731,961 | | Less: Change in Pension Value reported in SCT | (1,484,294) | | Plus: Pension value service cost(b) | 334,149 | | Compensation actually paid | 23,779,336 |

  121. PAY VERSUS PERFORMANCE

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  122. PAY VERSUS PERFORMANCE

    | | NON-CEO (AVERAGE) 2023 ($) | | Total Compensation as reported in Summary Compensation Table (SCT) | 4,933,840 | | Less: Grant date fair value of equity awards granted during the year included in SCT | (1,999,933) | | Plus: Year-end fair value of equity awards granted in the year that remain unvested as of the last day of the year(a) | 3,158,916 | | Plus: Change in fair value from last day of prior year to last day of year of unvested equity awards(a) | 1,032,448 | | Plus: Change in fair value from last day of prior year to vesting date of unvested equity awards that vested during year(a) | 1,135,429 | | Less: Change in Pension Value reported in SCT | — | | Plus: Pension value service cost(b) | — | | Compensation actually paid | 8,260,700 |

  123. PAY VERSUS PERFORMANCE

    (a) Fair value of equity awards is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation. The fair value of unvested service-based RSUs, as well as the fair value of all RSUs upon vesting, is based upon the closing sales price for a share of Reliance common stock on the NYSE for the applicable date of measurement. The fair value of unvested performance-based RSUs is based upon the probable outcome of the applicable performance conditions at the time of measurement. (b) Service cost is calculated as the actuarial present value of benefits attributed to services rendered by the executive during the applicable fiscal year under the SERP, using the same methodology used in the Company’s GAAP financial statements included in its Annual Reports on Form 10-K. (4) Reflects the cumulative total stockholder return of the Company and an industry peer group consisting of publicly-traded metals service center companies (the “industry peer group”), which is the same industry peer group included in the stock performance graph furnished with our Annual Reports on Form 10-K, for the year ended December 31, 2020, the two-years ended December 31, 2021, the three years ended December 31, 2022 and the four years ended December 31, 2023, assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of all dividends. The cumulative total stockholder return reflects market prices at the end of each year and the reinvestment of dividends. Since there is no nationally-recognized industry index consisting of metals service center companies to be used as a peer group index, Reliance constructed the industry peer group. The industry peer group consists of Olympic Steel Inc., which has securities listed for trading on NASDAQ; Ryerson Holding Corporation and Worthington Enterprises, Inc., each of which has securities listed for trading on the NYSE; and Russel Metals Inc., which has securities listed for trading on the Toronto Stock Exchange. The returns of each member of the industry peer group are weighted according to that member’s stock market capitalization. In December 2023, Worthington Industries, Inc., which was included in the industry peer group at December 31, 2022, split into Worthington Enterprises, Inc. and Worthington Steel, Inc. The newly traded Worthington Steel, Inc. common stock received by the holders of Worthington Enterprises, Inc. common stock at the distribution date is not included in the cumulative total return of the industry peer group. (5) Reflects the “Net Income” caption in the consolidated statements of income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31. Annual ROA (operating income divided by average total assets for the year) is a non-GAAP financial measure calculated in accordance with our performance-based RSU awards and excludes various non-recurring charges and credits. Please refer to page 31 of this proxy statement for a reconciliation of operating income, excluding various non-recurring charges and credits, to the “operating income” caption in the consolidated statements of income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31.

  124. PAY VERSUS PERFORMANCE

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  125. RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE

    RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE The graphs presented below present the relationship during 2020-2023 of CAP for our CEO and the average CAP of our non-CEO NEOs to: (1) our cumulative TSR and the cumulative TSR of the constituent companies in our industry peer group; (2) net income; and (3) the Company’s annual ROA. A significant portion of our executive compensation program is comprised of performance-based equity awards (see page 44), which were expected to be settled between 100.0% and 200.0% of target for the outstanding performance-based RSUs during each of the years of 2020-2023. We believe our sequential record financial performance in each of the years 2022 and 2021 and significant increases in our TSR during those years when compared to 2020 drove increases in compensation actually paid to our NEOs. For 2023, our TSR was greater than in each of the years 2022 and 2021, however compensation actually paid to our non-NEOs declined as a result of the promotion of our President (non-CEO in 2020-2022) to CEO in 2023. CAP, as required under SEC rules, reflects changes in fair value to unvested and vested equity awards that generally fluctuates from year to year due to the number of RSUs vested during the year, year-end stock prices and changes in the estimated number of common shares that are expected to settle performance-based RSU units based on the probable achievement of performance goals. Unvested awards remain subject to significant risk from forfeiture conditions and future declines in value based on changes in our stock price. The presented CAP amounts are presented under calculations required by SEC rules, which do not reflect the actual compensation realized by our NEOs. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards vest and settle.

  126. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Company’s philosophy is to provide competitive compensation necessary to attract and retain high-quality non-employee directors. We compensate each non-employee director with an annual retainer as well as an annual grant of stock awards. We do not pay additional fees for attendance at Board meetings, committee meetings, and meetings of the non-management or independent directors. We pay additional amounts to the chairs of the standing committees of the Board and the non-executive Chair of the Board. Directors who are employees of the Company (currently, Mrs. Lewis) receive no additional compensation for service as a director. All directors are reimbursed for expenses incurred in connection with Board meetings, committee meetings, and meetings of the non-management or independent directors. In 2023, each non-employee director was paid an annual cash retainer of $140,000 and received an award of 615 shares of stock awards (approximately $150,000 grant date fair value) which are not subject to vesting criteria. In addition, the Company paid the Audit Committee Chair an annual retainer of $25,000; the Compensation Committee Chair an annual retainer of $20,000; and the Nominating and Governance Committee Chair an annual retainer of $20,000. The Company’s non-executive Chair of the Board also received an annual retainer of $150,000. All cash payments to directors in 2023 were paid in equal quarterly installments. The Nominating and Governance Committee reviews the competitiveness of director compensation every other year, including the appropriateness of the form, mix and amount of director compensation, and makes recommendations to the Board concerning such compensation with a view toward attracting and retaining qualified directors. The Nominating and Governance Committee also seeks advice from the Company’s independent compensation consultant.

  127. DIRECTOR SUMMARY COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Lisa L. Baldwin | 140,000 | 149,820 | 289,820 | | Karen W. Colonias | 160,000 | 149,820 | 309,820 | | Frank J. Dellaquila | 165,000 | 149,820 | 314,820 | | John G. Figueroa(2) | 70,000 | — | 70,000 | | Mark V. Kaminski | 290,000 | 149,820 | 439,820 | | Robert A. McEvoy | 140,000 | 149,820 | 289,820 | | David W. Seeger | 140,000 | 149,820 | 289,820 | | Douglas W. Stotlar | 160,000 | 149,820 | 309,820 |