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May 17, 2023
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10:00 a.m. MST (1:00 p.m. Eastern Daylight Time (EDT) / noon Central Daylight Time (CDT) / 11 a.m. Mountain Daylight Time (MDT) / 10 a.m. Pacific Daylight Time (PDT))
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Electronically
via live webcast accessible at www.virtualshareholdermeeting.com/RS2023 |
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Only stockholders at the close of business on March 28, 2023 are entitled to notice of, and to vote at, the 2023 annual meeting of stockholders (the "Annual Meeting") or any adjournments thereof.
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1
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To elect the nine directors nominated by our Board of Directors to hold office until our next annual meeting and until his or her successor is elected and qualified.
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2
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To consider a non-binding, advisory vote to approve the compensation of our named executive officers.
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3
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To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2023.
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4
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To consider the frequency of the stockholders’ non-binding, advisory vote on the compensation of our named executive officers.
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5
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To consider a stockholder proposal, if properly presented at the Annual Meeting.
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6
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To transact such other business, if any, as properly comes before the meeting or any adjournment thereof.
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![]() INTERNET
Visit the website noted on your proxy card to vote online.
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![]() BY TELEPHONE
Use the toll-free telephone number on your proxy card to vote by telephone.
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![]() BY MAIL
Sign, date, and return your proxy card in the enclosed envelope to vote by mail.
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| | | | By Order of the Board of Directors, | |
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| Scottsdale, Arizona April 5, 2023 |
| | William A. Smith II Senior Vice President, General Counsel and Corporate Secretary |
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| Proxy Summary | | | | | 1 | | |
| Voting Information | | | | | 15 | | |
| Information Concerning Our Common Stock | | | | | 17 | | |
| Proposal No. 1 — Election of Directors | | | | | 18 | | |
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| Proposal No. 3 — Ratification of Independent Registered Public Accounting Firm | | | | | 20 | | |
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| Proposal No. 5 — Stockholder Proposal | | | | | 23 | | |
| Board of Directors and Management | | | | | 26 | | |
| Compensation Discussion and Analysis | | | | | 38 | | |
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| Executive Compensation Tables | | | | | 65 | | |
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| Director Compensation | | | | | 75 | | |
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| Securities Ownership of Certain Beneficial Owners and Management | | | | | 77 | | |
| Board of Directors and Corporate Governance | | | | | 79 | | |
| Compensation Committee Interlocks and Insider Participation | | | | | 87 | | |
| Audit Committee Report | | | | | 88 | | |
| Related Person Transactions and Indemnification | | | | | 89 | | |
| Participation in Annual Meeting | | | | | 89 | | |
| Stockholder Proposals and Nominations for the 2024 Annual Meeting | | | | | 90 | | |
| Stockholders Sharing the Same Address | | | | | 91 | | |
| Annual Report | | | | | 91 | | |
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May 17, 2023
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10:00 a.m. MST (1:00 p.m. Eastern Daylight Time (EDT) / noon Central Daylight Time (CDT) / 11 a.m. Mountain Daylight Time (MDT) / 10 a.m. Pacific Daylight Time (PDT))
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Electronically
via live webcast accessible at www.virtualshareholdermeeting.com/RS2023 |
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Only stockholders at the close of business on March 28, 2023 are entitled to notice of, and to vote at, the Annual Meeting or any adjournments thereof.
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![]() INTERNET
Visit the website noted on your proxy card to vote online.
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![]() BY TELEPHONE
Use the toll-free telephone number on your proxy card to vote by telephone.
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![]() BY MAIL
Sign, date, and return your proxy card in the enclosed envelope to vote by mail.
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PROPOSAL
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VOTING
RECOMMENDATION |
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PAGE
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1
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To elect the nine directors nominated by our Board of Directors to hold office until our next annual meeting and until his or her successor is elected and qualified.
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FOR
each nominee
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18
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2
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To consider a non-binding, advisory vote to approve the compensation of our named executive officers.
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FOR
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3
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To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2023.
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FOR
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20
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To consider the frequency of the stockholders’ non-binding, advisory vote on the compensation of our named executive officers ("Say on Frequency").
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1 YEAR
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22
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5
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To consider a stockholder proposal, if properly presented at the Annual Meeting.
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AGAINST
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23
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To transact such other business, if any, as properly comes before the meeting or any adjournment thereof.
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HIGHLIGHTS OF CORPORATE GOVERNANCE
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All directors are elected annually by majority of votes cast.
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Stockholder right to act by written consent.
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Independent, non-executive Chairman of the Board.
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Special meetings may be called by stockholders holding shares entitled to cast not less than 10% in voting power of our outstanding stock.
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All standing committees of the Board consist solely of independent directors.
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Market-standard, robust proxy access right.
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Independent directors meet regularly in executive sessions.
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Board oversight in executive succession planning.
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Policy that directors should not stand for re-election after reaching age 75.
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No super-majority voting requirements to approve mergers or other business combinations.
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Over 96% Board and 100% committee meeting attendance by current Board members in 2022.
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No stockholder rights plan or poison pill.
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Stock ownership and retention requirements applicable to all directors and officers.
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Code of Conduct that applies to all directors, executive officers and senior management.
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Prohibition of speculative, hedging and pledging transactions by all directors and executive officers.
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Annual Board and committee self-evaluations.
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WHAT WE DO AND DON’T DO
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See
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We align executive compensation with the interests of our stockholders
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Strong pay-for-performance compensation structure with approximately 74% of our Chief Executive Officer ("CEO") and 70% of our other named executive officers ("NEOs") target total direct compensation tied to performance metrics.
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48 & 52
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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.
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In 2022 and 2023, 80% of all NEO target equity awards issued were performance-based.
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45
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Stock ownership and retention requirements applicable to all directors and corporate officers, including our NEOs.
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Clawback and recoupment policy for cash and equity incentive compensation.
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61
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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
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Double trigger provisions for accelerated vesting of equity awards upon a change in control.
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61
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All NEO performance-based equity awards are tied to a three-year performance target.
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45
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Broad and deep distribution of equity awards throughout management while managing the dilutive impact and expense associated with those awards.
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57
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Limited perquisites.
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59
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Annual stockholder advisory vote to approve NEO compensation.
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19
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Independent compensation committee.
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53
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Independent compensation consultant.
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53
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Independent, non-executive Chairman of the Board enhances the effectiveness of the Board’s oversight and governance and compensation practices.
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84
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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 Amended and Restated 2015 Incentive Award Plan (currently 1,357,362) shares.
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n/a
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WHAT WE DO AND DON’T DO
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See
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We adhere to executive compensation best practices
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No incentive plan design or feature which would encourage excessive risk-taking.
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n/a
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No unlimited compensation; all variable compensation plans have caps on plan formulas.
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n/a
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No employment agreements, severance agreements, change in control/golden parachute agreements or other similar agreements with any executive officer.
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No tax gross-ups for perquisites, change in control excise taxes or otherwise.
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n/a
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No dividends on unvested restricted stock units ("RSUs"). Dividends accrue and are paid only upon vesting subsequent to achievement of the applicable performance and/or service criteria.
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n/a
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No hedging of Reliance securities permitted by directors, officers and employees subject to our Insider Trading and Securities Compliance Policy.
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No pledging of Reliance securities permitted by directors, officers and employees subject to our Insider Trading and Securities Compliance Policy.
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No acceleration of unvested awards permitted, except for death, disability, a qualified retirement or termination without cause following a change in control.
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n/a
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PEOPLE AND DIVERSITY
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The health and safety of our employees, customers, suppliers and communities is our most important core value. Our safety programs are designed around recognized standards with appropriate variations addressing the multiple jurisdictions and regulations, specific hazards and unique working environments of our operations.
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Our SMART Safety program focuses on embedding our culture of safety across all of our operations.
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Worker Safety
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We strive to have zero fatalities and no life-threatening or life-altering injuries and illnesses from working at our facilities. Our executive team supports a safety management system that includes policies, standard practices and goals at our facilities, including:
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conducting regular safety assessments;
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monitoring best practices and compliance with regulatory requirements;
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training our employees to improve safety practices;
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integrating video-based technology and safety programs into substantially all Company-operated trucks; and
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maintaining emergency preparedness and response plans.
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We proactively identify areas of improvement and reinforce positive employee behaviors in order to enhance safety practices and reduce or eliminate incidents. In our facilities, behavioral safety culture is a primary focus, with an increased emphasis on "near-miss" reporting and resolution. We define a near-miss event as a situation where no personal injury was sustained and no property was damaged, but given a slight shift in time or position, injury and/or damage could have occurred. We believe that this focus has increased awareness to potential incidents at our facilities.
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2022 was Reliance’s safest year ever! We utilize a mixture of indicators to assess the health and safety performance of our domestic operations. Lagging indicators include the OSHA Total Recordable Incident Rate ("TRIR") and average Department of Transportation Recordable Accident Rate per million miles ("DOT Rate").
The following table sets forth the TRIR and DOT Rate for each of the last three years ended December 31.
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Safety Indicator
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2022
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2020
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| | | | | | | TRIR | | | | | 1.61 | | | | | | 2.12 | | | | | | 1.86 | | | | | | | |
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| | | | | | | DOT Rate | | | | | 0.55 | | | | | | 0.54 | | | | | | 0.60 | | | | | | | |
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Our focus on safety is evident in our TRIR, which is lower than the 2020 Metals Service Center Institute average of 3.5. A lower TRIR means that fewer people are injured and fewer lives are impacted. We have not identified a universally accepted and annually updated benchmarking standard for DOT Rate but believe our rate represents safest driving practices.
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PEOPLE AND DIVERSITY
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Employees
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To help attract and retain the best employees, we offer competitive compensation and benefits. In addition to base salaries, our compensation programs can include annual bonuses, stock-based compensation awards, a 401(k) plan with employer matching opportunities, healthcare and insurance benefits, health savings and flexible spending accounts.
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We strive to make a positive impact on the lives of our employees by providing a workplace culture focused on safety and wellbeing, economic stability, and opportunities for continued skills development and knowledge building. All U.S. full-time (work 30 hours or more per week) non-union employees, from our corporate officers to our non-exempt workforce, are eligible for benefits under our health and wellness program. Over 99% of our employees (72% of whom are hourly) are eligible for our health and wellness program. We believe that our employee-focused initiatives and benefits provide long-term positive impacts towards minimizing turnover, enhancing employee safety, health and welfare, engagement, productivity, and loyalty. Through our culture, benefits, and opportunities, we endeavor to make Reliance a place to build a long-term career, rather than just have a job.
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We believe that we provide industry-leading healthcare benefits to our employees. We funded approximately 86% of the costs associated with our U.S. employees’ health insurance coverage in 2022.
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As part of our comprehensive benefits offering, we provide employees and their covered spouses/domestic partners with on-site health screenings, individualized health and wellness assessments and personalized wellness coaching. This one-on-one coaching program integrates phone and mail-based communications and is designed to support employees’ physical and mental health by providing individualized tools and coaching resources to help improve or maintain their health status and encourage engagement in healthy behaviors.
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PEOPLE AND DIVERSITY
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Diversity, Equity and Inclusion
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We believe that superior Company performance requires contributions from a diverse workforce that includes a variety of employee experiences, backgrounds, and characteristics. We are committed to providing fair and unbiased opportunities and hiring, developing and supporting a diverse and inclusive workforce.
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We offer an unbiased opportunity for our employees to perform, contribute, and achieve their career aspirations. We embrace and encourage one another’s unique perspectives and experiences because we believe these characteristics foster a company-wide culture of innovation and creative problem solving contributing to individual and company performance.
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We value teamwork as an ongoing practice that calls for inclusiveness, representation, and participation and that engages various groups and points-of-view. We strive to recruit high performers with a desire to achieve at industry-leading levels and hire people from all backgrounds, experiences, and skillsets. We are committed to providing a work-life balance and continually promote the understanding of and appreciation for performance and diversity in our workplace and community.
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Women comprise 33% of the directors nominated to our Board of Directors in 2023 and serve in key executive leadership roles at the Company, including: President and Chief Executive Officer; Senior Vice President, Chief Information Officer; Vice President, Corporate Initiatives; Vice President, Health & Human Resources; and Vice President, Tax. In addition, our non-executive Chairman of the Board identifies as American Indian and is a member of the Citizen Potawatomi Nation.
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We expect and require fair, equitable, and respectful treatment of and by all our employees. Our commitment to diversity and inclusion is also reinforced by our Code of Conduct, which forbids employment discrimination or harassment based on race, color, sex (including pregnancy, childbirth, and related medical conditions), national origin, religion, age, disability, genetic information, veteran status, sexual orientation, marital status, or any other characteristic protected by applicable law.
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INTEGRITY AND LEADERSHIP
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Code of Conduct and Related Policies Promoting Ethical Behavior
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Our Company-wide ethics and compliance program is designed to ensure that integrity guides every decision we make each and every day.
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Our entire workforce is required to comply with our ethics policies and procedures as well as all applicable laws and regulations.
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Our Code of Conduct and our Anti-Bribery and Anti-Corruption Policy apply to all Company directors, officers, and employees and set forth expectations regarding how we conduct business worldwide.
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Training on the Code of Conduct and Anti-Bribery and Anti-Corruption Policy is assigned to all new employees upon hire and existing employees also complete regular training.
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We maintain a confidential hotline and website to allow persons to report, without fear of retaliation, any inappropriate acts or omissions relating to our policies and practices. The hotline and website are provided by an independent third-party and are available worldwide and are translated into the local languages at each of our operations.
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All hotline and website reports/inquiries are administrated by the Vice President, Enterprise Risk. To date, the significant majority of these reports and inquiries have related to employee human resources with a lesser number pertaining to safety and financial reports. The Audit Committee is informed of all hotline and website reports as well as any other matters, whether arising through the hotline, website, management, or otherwise, involving accounting, internal control, or auditing matters.
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The Reliance Policy on U.S. Political Activity and Spending Practices requires that all political contributions, payments or other support to U.S. political parties, committees or candidates from corporate funds must be made in accordance with applicable campaign finance laws. Company funds or resources cannot be used for, or contributed to, political campaigns or practices under any circumstances unless pre-approved by the Company’s General Counsel. However, it is acceptable for Company employees to make lawful personal political contributions as the Company supports its employees’ involvement in the political process and their communities.
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Tax Transparency
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We believe in having a positive impact in the communities in which we operate and we support corporate tax laws that incentivize innovation, investment, and job creation. We are committed to complying with tax laws in a responsible manner and paying and reporting our taxes on time. As part of our commitment, we do not operate in "tax havens". We believe that a "tax haven" can be defined as a country imposing no or only nominal taxes; having a lack of effective exchange of information; and having a lack of transparency in the operation of the legislative, legal or administrative provisions.
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For fiscal year 2022, our worldwide income tax payments were $692.4 million, and our effective tax rate was 24.1%. Reliance also incurred $140.7 million in real estate, payroll, franchise, personal property and miscellaneous taxes in 2022.
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INTEGRITY AND LEADERSHIP
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Environment and Sustainability
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We are committed to mitigating the impact that our products and operations may have on the environment.
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We are not a metals producer or mill—we operate metals service centers. As a distributor and "first-stage" processor of metal products, our operations, by their nature, have a limited environmental impact as we do not emit significant amounts of carbon dioxide or other greenhouse gases.
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Our operations process and distribute steel and aluminum, which are inherently sustainable products, as they are some of the most commonly-recycled materials in the United States and can be 100% recycled without loss of quality.
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In 2022, we reintroduced over 197 thousand tons of recycled scrap material into the manufacturing life cycle.
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As a processor and distributor of metals, and not a producer, we acknowledge and embrace our role in protecting the environment and are currently assessing our impacts. Our strong desire is to identify and prioritize areas of improvement.
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In the last four years, the Company has invested approximately $9.7 million in LED and energy-efficient lighting and the installation of solar power equipment at its facilities.
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In 2023, the Company has budgeted over $15.4 million for capital expenditures related to the installation of solar power equipment, LED lighting and energy-efficient equipment.
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Greenhouse Gas Reporting Data
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The following table sets forth information regarding our greenhouse gas emissions for each of the last three years ended December 31:
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Emissions Indicators
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2021
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2020
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Scope 1 emissions MT CO2e(1)
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| | | | 184,000 | | | | | | 185,000 | | | | | | 179,000 | | | | | | | |
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Scope 2 emissions MT CO2e(2)
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| | | | 116,000 | | | | | | 115,000 | | | | | | 113,000 | | | | | | | |
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| | | | | | | Total MT CO2e | | | | | 300,000 | | | | | | 300,000 | | | | | | 292,000 | | | | | | | |
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Greenhouse Gas Intensity by Revenue(3)
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| | | | 17.6 | | | | | | 21.3 | | | | | | 33.1 | | | | | | | |
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Greenhouse Gas Intensity by Total Tons Transacted(4)
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| | | | 24.6 | | | | | | 24.6 | | | | | | 26.6 | | | | | | | |
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(1)
Scope 1 emissions (in metric tons of carbon dioxide equivalent) represent direct greenhouse gas (GHG) emissions resulting from fuel consumed to operate our trucking fleet and facility operations. As a distributor, approximately 70%-75% of our Scope 1 emissions arise from fuel consumption for product delivery. Scope 1 (GHG) emissions are derived from our fleet of approximately 1,720 trucks, 315 locations and 36.5 million square feet of facility space.
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(2)
Scope 2 emissions (in metric tons of carbon dioxide equivalent) represent indirect GHG emissions from purchased electricity. Emissions at each facility vary based on amount of energy purchased and emissions efficiency of grid energy source.
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INTEGRITY AND LEADERSHIP
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(3)
The greenhouse gas intensity by revenue metric is the sum of our Scope 1 and location-based Scope 2 emissions in metric tons of carbon dioxide equivalent divided by our revenues (in millions).
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(4)
The greenhouse gas intensity by total tons transacted metric is the sum of our Scope 1 and location-based Scope 2 emissions in metric tons of carbon dioxide equivalent divided by the aggregate of our tons sold and tons toll processed (in thousands of tons).
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SERVICE AND PARTNERSHIPS
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Community Service
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Reliance is committed to investing in and enriching the communities in which we live and work.
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Giving back to those in need and enriching people’s lives is a deep-rooted philosophy embedded in our Reliance Cares Social Responsibility program through which we support non-profit organizations that align with our three giving pillars: (i) education; (ii) community enrichment; and (iii) employee emergency assistance. Our partnerships with non-profit organizations provide employees with volunteering opportunities to engage and give back to their local communities.
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Our dedication to each and every member of our family of companies is the foundation for Employee Emergency Relief Fund dedicated to supporting employees impacted by natural disasters and the COVID-19 pandemic.
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Through employee funded contributions, matched dollar-for-dollar by Reliance, we have been able to provide approximately 1,000 grants to employees (including over 170 grants to support employees and their families responding to COVID-19-related personal impacts) since the inception of Reliance Cares in 2017.
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Committee Memberships
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Name and Occupation
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Independent
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Audit
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Compensation
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Nominating
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Other Public
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LISA L. BALDWIN
Managing Director, Elliott Management Corporation
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KAREN W. COLONIAS
Former President and Chief Executive Officer, Simpson Manufacturing Co., Inc.
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Simpson Manufacturing Co., Inc.
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FRANK J. DELLAQUILA
Senior Executive Vice President and Chief Financial Officer Emerson Electric Co.
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JAMES D. HOFFMAN
Senior Advisor to the CEO and Former Chief Executive Officer, Reliance Steel & Aluminum Co.
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MARK V. KAMINSKI*
Executive Advisor, Graniterock
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KARLA R. LEWIS
President and Chief Executive Officer, Reliance Steel & Aluminum Co.
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The Goodyear Tire & Rubber Company
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ROBERT A. MCEVOY
Retired Managing Director, The Goldman Sachs Group, Inc.
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DAVID W. SEEGER
Former President of Zekelman Industries (formerly JMC Steel Group)
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DOUGLAS W. STOTLAR
Former President and Chief Executive Officer, Con-Way, Inc.
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AECOM
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Member
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Chair
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Non-executive Chairman of the Board of Directors
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Proposal
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Board
Recommendation |
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| | | | ELECTION OF DIRECTORS: | | | | ||||
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1
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The Board and the Nominating and Governance Committee believe that the combination of the various qualifications, skills and experiences of the director nominees will contribute to an effective and well-functioning Board and that, individually and as a whole, the director nominees possess the necessary qualifications and diversity to provide effective oversight of and quality advice and counsel to the Company’s management.
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FOR
the election of all named nominees
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18
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ADVISORY VOTE ON THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS:
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2
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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. We are asking our stockholders to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement.
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FOR
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19
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RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:
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3
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The Audit Committee has selected KPMG LLP to serve as the Company’s independent registered public accounting firm for 2023. KPMG LLP has served in this role since 2008. We are asking our stockholders to ratify this selection at the Annual Meeting.
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FOR
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20
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TO CONSIDER THE FREQUENCY OF THE STOCKHOLDERS’ NON-BINDING, ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ("SAY ON FREQUENCY"):
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4
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We continue to believe that our advisory vote on the approval of the compensation of our named executive officers should be conducted every year so that our stockholders may annually express their views on our executive compensation program.
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1 YEAR
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22
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STOCKHOLDER PROPOSAL: STOCKHOLDERS ARE BEING ASKED TO CONSIDER A STOCKHOLDER PROPOSAL RELATING TO ADOPTION OF A POLICY REGARDING SEPARATION OF THE ROLES OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER:
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5
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Given the Company’s commitment to independent Board leadership, including having an independent, non-executive Chairman for the last seven years, the Board does not believe that adoption of the proposal is necessary or appropriate for the Company or its governance structure.
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AGAINST
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23
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THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF EACH NOMINEE AS A DIRECTOR.
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Lisa L.
Baldwin |
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Karen W.
Colonias |
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Frank J.
Dellaquila |
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James D.
Hoffman |
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Mark V.
Kaminski |
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Karla R.
Lewis |
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Robert A.
McEvoy |
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David W.
Seeger |
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Douglas W.
Stotlar |
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Senior leadership experience
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Accounting/financial experience
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Other public company board experience
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Operational management
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Capital markets/banking
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Mergers and Acquisitions
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Information Technology/Cybersecurity
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Industry Experience
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
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THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE SELECTION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023.
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Audit Fees
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2022
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| | | | $ | 3,700,000 | | |
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2021
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| | | | $ | 3,910,000 | | |
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Audit-related Fees
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2022
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| | | | $ | 58,000 | | |
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2021
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| | | | $ | 91,000 | | |
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Tax Fees
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2022
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| | | | $ | 42,000 | | |
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2021
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| | | | $ | 19,000 | | |
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All Other Fees
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2022
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2021
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THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE OPTION OF "1 YEAR" AS THE FREQUENCY WITH WHICH STOCKHOLDERS WILL BE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
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THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "AGAINST" PROPOSAL NO. 5. PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A CONTRARY CHOICE IN THEIR VOTING.
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Proposal 5—Independent Board Chairman
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Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO.
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| | Whenever possible, the Chairman of the Board shall be an Independent Director. | | |
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The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis.
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It is a best practice to adopt this policy soon. However this policy could be phased in where there is a contract renewal for our current CEO or for the next CEO transition.
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A Lead Director is no substitute for an independent Board Chairman. According to the Reliance Steel governing documents the RS Lead Director lacks in having exclusive powers. For instance some of the limited duties only require Lead Director approvals, which could be done in the hour before a meeting, and some of these powers are shared with others:
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Approves meeting schedules and agendas for the full Board and the nonmanagement [sic] and independent directors.
(But could be passive as far as the development of the schedules and agendas.)
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Has authority to call meetings of the non-management and independent directors.
(Other directors can call meetings of some of the independent directors.)
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Approves information sent to the Board.
(But is passive as far as the development of the information.)
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Facilities communication between independent directors and management and between independent directors and the full Board.
(A task shared with others.)
Plus management fails to give shareholders enough information on this topic to make a more informed decision. There is no comparison for the exclusive powers of the Office of the Chairman and the exclusive powers of the Lead Directors.
The ascending complexities of a company with $11 Billion in market capitalization, like Reliance Steel, increasingly demand that 2 persons fill the 2 most important jobs at RS on an enduring basis-Chairman and CEO.
Please vote yes:
Independent Board Chairman—Proposal 5 |
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The Board considered Mr. Chevedden’s proposal and, for the reasons described below, believes that the proposal is not in the best interests of the Company and its stockholders.
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Reliance has had an independent, non-executive Chairman of the Board since July 2016 and strongly supports the principle of having an independent director in a Board leadership position at all times. In addition, our Principles of Corporate Governance provide that if Reliance does not have an independent Chairman, the Board will elect an independent Lead Director having prescribed duties significantly similar to those of an independent Chairman. Given the Company’s commitment to independent Board leadership, including having an independent, non-executive Chairman for the last seven years, the Board does not believe that adoption of the proposal is necessary or appropriate for the Company or its governance structure.
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In addition, adopting the enduring policy requested by the proposal would unduly restrict the Board’s flexibility to determine the optimal leadership structure at any given time. The Board, assisted by the Nominating and Governance Committee, regularly evaluates the size, structure and composition of the Board to ensure that the Board is fulfilling the needs and requirements of the Board both currently and in the future. The Board also undertakes an annual self-assessment to further review the structure and effectiveness of the Board and its leadership, as well as committee assignments and committee member rotations. The Board believes that it is critical to have the flexibility of selecting the structure of leadership best suited to meet the needs of the Company and its stockholders. This enables the Board to tailor its structure to the strengths of the Company’s officers and directors in order to best address the Company’s evolving and complex business. Eliminating this flexibility would be unnecessarily rigid and might also deprive the directors of the ability to select the most qualified and appropriate individual to lead the Board as Chair.
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Should the best interests of stockholders warrant the appointment of a Chair who is not independent, the Board believes that it must be allowed to take that action in alignment with the exercise of its fiduciary duty. In that case, pursuant to the Company’s Principles of Corporate Governance, the Board’s independent directors would simultaneously appoint an independent Lead Director who would, among other prescribed responsibilities, preside over regular executive sessions of the non-management directors, approve the agenda of each Board meeting, have the authority to call meetings of the non-management directors, approve information sent to the Board, preside at Board meetings at which the Chair is not present, act as the liaison between management and non-management directors and be authorized to engage with major stockholders on the Company’s behalf.
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Reliance has an empowered independent Board that provides robust and effective oversight. As previously noted, Mark V. Kaminski has served as independent, non-executive Chairman since July 2016. Seven of the nine nominees to the Board, and 100% of each of the Board’s Audit Committee, Nominating and Governance Committee; and Compensation Committee satisfy the independence standards of the New York Stock Exchange (the "NYSE") and other regulatory independence requirements. Moreover, the Board holds executive sessions of its independent directors throughout the year, at each of which the independent Chairman presides.
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The proponent states that the proposal could be phased in upon a contract renewal for our current CEO or for the next CEO transition. As described in this proxy statement, however, none of the Company’s executive officers, including the CEO, has an employment agreement and Karla R. Lewis became Reliance’s President and Chief Executive Officer on January 1, 2023.
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The stockholder proposal is unnecessary given the Company’s seven-year history with an independent board chair and the proven framework the Board has in place to ensure independent leadership for the Board at all times. Adoption of the proposed static policy could restrict the Board’s decision-making ability and limit the options available to the Board in structuring effective leadership; accordingly, the Board recommends a vote "AGAINST" this Proposal No. 5.
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Name
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Age
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Position with Reliance
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Karla R. Lewis | | |
57
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| | President; Chief Executive Officer; Director | |
Stephen P. Koch | | |
56
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| | Executive Vice President, Chief Operating Officer | |
Arthur Ajemyan | | |
47
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| | Senior Vice President, Chief Financial Officer | |
Suzanne M. Bonner | | |
48
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| | Senior Vice President, Chief Information Officer | |
Jeffrey W. Durham | | |
60
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| | Senior Vice President, Operations | |
Michael R. Hynes | | |
56
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| | Senior Vice President, Operations | |
Sean M. Mollins | | |
44
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| | Senior Vice President, Operations | |
William A. Smith II | | |
55
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| | Senior Vice President, General Counsel and Corporate Secretary | |
Lisa L. Baldwin | | |
54
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Karen W. Colonias | | |
65
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John G. Figueroa(1) | | |
60
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Frank J. Dellaquila | | |
66
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James D. Hoffman | | |
65
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| | Director; Senior Advisor to the CEO | |
Mark V. Kaminski | | |
67
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| | Director, non-executive Chairman of the Board | |
Robert A. McEvoy | | |
56
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David W. Seeger | | |
66
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Douglas W. Stotlar | | |
62
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Lisa L. Baldwin
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Age: 54
Independent
Current Committee Memberships:
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Audit
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Nominating and Governance
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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.
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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. Based on her information technology and management experience, she provides valuable insight on risk management, cybersecurity and internal controls.
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Karen W. Colonias
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Age: 65
Independent
Current Committee Memberships:
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Audit
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Compensation
(Chair)
Other Public Board Service:
Simpson Manufacturing Co., Inc.
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Recent Business Experience:
Karen W. Colonias was appointed a director of Reliance in October 2016 and is the Chair of our Compensation Committee. Ms. Colonias is 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 has also served on SSD’s board of directors since 2013. 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.
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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.
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Frank J. Dellaquila
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Age: 66
Independent
Current Committee Memberships:
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Audit
(Chair)
Recent Past Public Board Service:
Aptiv PLC
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Recent Business Experience:
Frank J. Dellaquila was appointed a director of Reliance in October 2021 and is the Chair of our Audit Committee. Mr. Dellaquila is the Senior Executive Vice President and Chief Financial Officer of Emerson Electric Co. (NYSE:EMR) ("Emerson"), a global technology, engineering and industrial software company providing solutions across a broad range of industries and markets. 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.
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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. These experiences are valuable to Reliance and its stockholders in both the near-term and in the years to come.
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James D. Hoffman
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Age: 65
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Recent Business Experience:
James D. Hoffman was appointed a director of Reliance in October 2019 and is the Senior Advisor to the CEO. Mr. Hoffman served as the Company’s Chief Executive Officer from January 2019 to December 2022. Mr. Hoffman also served as our President from January 2019 until January 2021, when Mrs. Lewis was appointed President. From March 2016 until his promotion to Chief Executive Officer in January 2019, Mr. Hoffman served as our Executive Vice President and Chief Operating Officer. Mr. Hoffman served as the Company’s Executive Vice President, Operations from May 2015 to March 2016, and as Senior Vice President, Operations from 2008 to May 2015. Mr. Hoffman served as Executive Vice President and Chief Operating Officer of our subsidiary, Earle M. Jorgensen Company ("EMJ"), from April 2006 to September 2008. Mr. Hoffman was appointed Executive Vice President of EMJ in 2006, having been a Vice President of EMJ since 1996. Mr. Hoffman is a member of the board of directors of the Metals Service Center Institute ("MSCI").
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Mr. Hoffman has spent his entire career in the metals industry and has been exposed to every operational area of the business. As our former Chief Executive Officer, he offers in-depth industry expertise and has developed extensive contacts in the metals service center industry and with mills and other suppliers.
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Mark V. Kaminski
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Age: 67
Independent
Non-executive Chairman
Current Committee Memberships:
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Audit
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Recent Business Experience:
Mark V. Kaminski was first appointed a director of Reliance in November 2004. Mr. Kaminski was elected our non-executive Chairman 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 had served in other capacities with Commonwealth Industries Inc. since 1987. Mr. Kaminski also served as a member of our Compensation Committee and our Nominating and Governance Committee until 2019. Mr. Kaminski is an American Indian, descendant and member of the Citizen Potawatomi Nation.
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Key Qualifications:
Based on his experience as executive chairman of Graniterock and as President and Chief Executive Officer of Commonwealth Industries Inc., where he grew sales from $240 million to $2.5 billion, Mr. Kaminski offers valuable insight in the 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.
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Karla R. Lewis
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![]() Director Since: 2021
Age: 57
Other Public Board Service:
The Goodyear Tire & Rubber Company
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Recent Business Experience:
Karla R. Lewis was appointed a director and President of Reliance in January 2021 and became Chief Executive Officer in January 2023. 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 MSCI. Mrs. Lewis is also a member of The Goodyear Tire & Rubber Company (Nasdaq: GT) ("Goodyear") board of directors.
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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, by investors and by 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.
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Robert A. McEvoy
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![]() Director Since: 2015
Age: 56
Independent
Current Committee Memberships:
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Compensation
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Nominating and Governance
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Recent Business Experience:
Robert A. McEvoy was appointed to the Board of Directors in October 2015. Mr. McEvoy has a wealth of knowledge of 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.
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| |
|
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.
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| |
David W. Seeger
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| | ||||
| |
![]() Director Since: 2021
Age: 66
Independent
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.
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| |
|
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.
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Douglas W. Stotlar
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| | ||||
| |
![]() Director Since: 2016
Age: 62
Independent
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. 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 the Chairman of the Board and is a director at AECOM (NYSE: ACM). Mr. Stotlar is the chair of the AECOM Nominating and Governance Committee and is a member of the AECOM Compensation Committee. He also serves on the audit committee of AECOM. Mr. Stotlar was previously a director of LSC Communications, Inc. from 2016 to 2021, then a NYSE-listed public company.
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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.
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| |
Named Executive Officer
|
| |
Title (during 2022)
|
|
James D. Hoffman(1) | | | Chief Executive Officer | |
Karla R. Lewis(2) | | | President | |
Arthur Ajemyan(3) | | | Senior Vice President, Chief Financial Officer | |
Stephen P. Koch(4) | | | Executive Vice President, Chief Operating Officer | |
William A. Smith II | | |
Senior Vice President, General Counsel and Corporate Secretary
|
|
| | | |
2022
|
| | |
2021
|
| | |
Change
|
| ||||||||||
Sales | | | | | $ | 17.03 billion | | | | | | $ | 14.09 billion | | | | | | | 20.9 | % | | |
Tons sold in ‘000s(1) | | | | | | 5,570.8 | | | | | | | 5,472.9 | | | | | | | 1.8 | % | | |
Average selling price per ton sold(1)
|
| | | | $ | 3,073 | | | | | | $ | 2,594 | | | | | | | 18.5 | % | | |
Gross profit margin(2) | | | | | | 30.8% | | | | | | | 31.9% | | | | | | | (1.1 | )% pts. | | |
Operating income | | | | | $ | 2,506.9 million | | | | | | $ | 1,948.9 million | | | | | | | 28.6 | % | | |
Pretax income | | | | | $ | 2,430.4 million | | | | | | $ | 1,883.1 million | | | | | | | 29.1 | % | | |
Net income attributable to Reliance
|
| | | | $ | 1,840.1 million | | | | | | $ | 1,413.0 million | | | | | | | 30.2 | % | | |
Cash flow from operations | | | | | $ | 2,118.6 million | | | | | | $ | 799.4 million | | | | | | | 165.0 | % | | |
Earnings per diluted share | | | | | $ | 29.92 | | | | | | $ | 21.97 | | | | | | | 36.2 | % | | |
Closing market price of stock at December 31
|
| | | | $ | 202.44 | | | | | | $ | 162.22 | | | | | | | 24.8 | % | | |
Pretax income margin | | | | | | 14.3% | | | | | | | 13.4% | | | | | | | 0.9 | % pts. | | |
Pretax income margin—Annual Cash Incentive Plan(3)
|
| | | | | 14.3% | | | | | | | 13.5% | | | | | | | 0.8 | % pts. | | |
Annual return on assets ("ROA")(4)
|
| | | | | 25.3% | | | | | | | 22.2% | | | | | | | 3.1 | % pts. | | |
Dividends paid per share | | | | | $ | 3.50 | | | | | | $ | 2.75 | | | | | | | 27.3 | % | | |
(dollars in millions)
|
| | |
2022
|
| | |
2021
|
| ||||||
Pretax income | | | | | $ | 2,430.4 | | | | | | $ | 1,883.1 | | |
Impairment and restructuring charges | | | | | | 1.4 | | | | | | | 4.8 | | |
Acquisition-related and non-recurring expenses of acquisitions
|
| | | | | 8.1 | | | | | | | 14.3 | | |
Non-recurring settlement charges, net | | | | | | 1.5 | | | | | | | — | | |
Gains related to sales of non-core assets | | | | | | (2.0) | | | | | | | (5.7) | | |
Non-GAAP pretax income
|
| | | | $ | 2,439.4 | | | | | | $ | 1,896.5 | | |
Sales | | | | | $ | 17,025.0 | | | | | | $ | 14,093.3 | | |
Pretax Income Margin—Annual Cash Incentive Plan | | | | | | 14.3% | | | | | | | 13.5% | | |
(dollars in millions)
|
| | |
2022
|
| | |
2021
|
| | |
2020
|
| |||||||||
Operating income | | | | | $ | 2,506.9 | | | | | | $ | 1,948.9 | | | | | | $ | 565.8 | | |
Impairment and restructuring charges | | | | | | 1.4 | | | | | | | 4.8 | | | | | | | 157.8 | | |
Acquisition-related and non-recurring expenses of
acquisitions |
| | | | | 8.1 | | | | | | | 14.3 | | | | | | | — | | |
Non-recurring settlement charges, net | | | | | | 0.7 | | | | | | | — | | | | | | | — | | |
Gains related to sales of non-core assets | | | | | | (2.0) | | | | | | | (5.7) | | | | | | | — | | |
Non-GAAP operating income
|
| | | | $ | 2,515.1 | | | | | | $ | 1,962.3 | | | | | | $ | 723.6 | | |
Total assets—beginning of year | | | | | $ | 9,536.0 | | | | | | $ | 8,106.8 | | | | | | $ | 8,131.1 | | |
Total assets—end of year | | | | | $ | 10,329.9 | | | | | | $ | 9,536.0 | | | | | | $ | 8,106.8 | | |
Total assets—average | | | | | $ | 9,933.0 | | | | | | $ | 8,821.4 | | | | | | $ | 8,119.0 | | |
ROA | | | | | | 25.3% | | | | | | | 22.2% | | | | | | | 8.9% | | |
| | | |
2022 Pretax
Income Margin |
| | |
2022 Performance
Award (% of Base Salary) |
| | |
2021 Pretax
Income Margin |
| | |
2021 Performance
Award (% of Base Salary) |
| ||||||||||||
Threshold | | | | | | 3.50% | | | | | | | 20.0% | | | | | | | 3.00% | | | | | | | 20.0% | | |
Target | | | | | | 6.00% | | | | | | | 135.0% | | | | | | | 5.75% | | | | | | | 150.0% | | |
Maximum | | | | | | 9.00% | | | | | | | 270.0% | | | | | | | 8.50% | | | | | | | 300.0% | | |
| | | |
2022 Pretax
Income Margin |
| | |
2022 Performance Award
(% of Base Salary) |
| ||||||
Threshold | | | | | | 3.50% | | | | | | | 20.0% | | |
Target | | | | | | 6.00% | | | | | | | 135.0% | | |
Maximum | | | | | | 9.00% | | | | | | | 270.0% | | |
| | | |
Tons Sold
Growth |
| | |
Payout as Percentage
of Base Salary |
| ||||||
Threshold | | | | | | 0.00% | | | | | | | 0.0% | | |
Target | | | | | | 2.00% | | | | | | | 15.0% | | |
Maximum | | | | | | 4.00% | | | | | | | 30.0% | | |
|
Goal
|
| | |
% Time
Company Achieved |
| | |
Goal Rank vs.
Proxy Peers (Percentile) |
| ||||||
|
Max:9.00%
|
| | | | | 20% | | | | | | | 61st | | |
|
Target:6.00%
|
| | | | | 60% | | | | | | | 41st | | |
|
Threshold:3.50%
|
| | | | | 100% | | | | | | | 25th | | |
|
Goal
|
| | |
% Time
Company Achieved |
| | |
Goal Rank vs.
Proxy Peers (Percentile) |
| ||||||
|
Max:13.00%
|
| | | | | 20% | | | | | | | 78th | | |
|
Target:8.00%
|
| | | | | 90% | | | | | | | 37th | | |
|
Threshold:6.00%
|
| | | | | 100% | | | | | | | 18th | | |
| | | | | | | | |
WHAT WE DO AND DON’T DO
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See
Pages |
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We align executive compensation with the interests of our stockholders
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![]() |
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Strong pay-for-performance compensation structure. In 2022, approximately 74% of our CEO’s and 70% of our other NEOs’ target total direct compensation was tied to performance metrics.
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| | |
48 & 52
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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.
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| | |
48
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In 2022 and 2023, 80% of all NEO target equity awards were performance-based.
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| | |
45
|
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|
![]() |
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Stock ownership and retention requirements applicable to all directors and corporate officers, including our NEOs.
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61
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| | | | | |
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Clawback and recoupment policy for cash and equity compensation.
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| | |
61
|
| |
| | | | | | | | |
WHAT WE DO AND DON’T DO
|
| | |
See
Pages |
| |
| |
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.
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| | |
61
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![]() |
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All NEO performance-based equity awards are tied to three-year performance targets.
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45
|
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|
![]() |
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Broad and deep distribution of equity awards throughout management while managing the dilutive impact and expense associated with those awards.
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57
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Limited perquisites.
|
| | |
59
|
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|
![]() |
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Annual stockholder advisory vote to approve NEO compensation.
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19
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|
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Independent compensation committee.
|
| | |
53
|
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|
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Independent compensation consultant.
|
| | |
53
|
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|
![]() |
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Independent, non-executive Chairman of the Board enhances the effectiveness of the Board’s oversight and governance and compensation practices.
|
| | |
84
|
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|
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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 Amended and Restated 2015 Incentive Award Plan (currently 1,357,362) shares.
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| | |
n/a
|
| | |||||
| |
We adhere to executive compensation best practices
|
| | |
![]() |
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No incentive plan design or feature which would encourage excessive risk-taking.
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| | |
n/a
|
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|
![]() |
| |
No unlimited compensation; all variable compensation plans have caps on plan formulas.
|
| | |
n/a
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|
![]() |
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No employment agreements, severance agreements, change in control/golden parachute agreements or other similar agreements with any executive officer.
|
| | |
59
|
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|
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No tax gross-ups for perquisites, change in control excise taxes or otherwise.
|
| | |
n/a
|
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|
![]() |
| |
No dividends on unvested restricted stock units ("RSUs"); dividends accrue and are paid only upon vesting subsequent to achievement of the applicable performance and/or service criteria.
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| | |
n/a
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|
![]() |
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No hedging of Reliance securities permitted by directors, officers and employees subject to our Insider Trading and Securities Compliance Policy.
|
| | |
61
|
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|
![]() |
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No pledging of Reliance securities permitted by directors, officers and employees subject to our Insider Trading and Securities Compliance Policy.
|
| | |
61
|
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|
![]() |
| |
No acceleration of unvested awards permitted, except for death, disability, a qualified retirement or termination without cause following a change in control.
|
| | |
n/a
|
| |
|
Element
|
| |
Type
|
| |
Description
|
|
|
Cash
|
| |
Base salaries (see page 56)
|
| |
•
The only component composed of fixed cash compensation.
•
Base salaries for our NEOs (other than our President and CEO) approximate the market median paid to comparable officers in our executive compensation peer group. Base salary for our President and CEO approximates the market’s 75th percentile.
|
|
|
Annual performance-based cash incentive awards (see page 56)
|
| |
•
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 2022, 90% of the maximum award available under the annual cash incentive plan was based on the Company’s Pretax Income Margin and 10% of the maximum award was based on Tons Sold Growth.
•
If the Company achieves a Pretax Income Margin within the range of 3.50% and 9.00%, then mathematical interpolation is applied to determine the actual incentive award in the applicable range (threshold to target or target to maximum). 2022 Pretax Income Margin (calculated in accordance with our annual cash incentive plan) was 14.3%, which resulted in each NEO receiving the maximum award under the 2022 annual cash incentive plan equal to 270% of base salary.
•
In addition to pretax income, a target annual cash incentive award of 15% of base salary will be earned if Tons Sold Growth is 2.00%. The maximum award of 30% of base salary will be earned if Tons Sold Growth equals or exceeds 4.00%. No payment under this metric will be made if the Company’s tons sold declines from the prior year. 2022 Tons Sold Growth was 1.8%. Accordingly, each NEO received an award equal to 13.5% of their base salary.
•
2022 target annual cash incentive opportunities approximate: (i) median for our former CEO; (ii) the 75th percentile for our President and CEO; and (iii) between the median and 75th percentile for our other NEOs, in each case, compared to similar executives of companies in our executive compensation peer group.
•
To promote internal pay equity as well as reinforce an executive team concept, target annual cash incentive opportunities for other NEOs are based on the same salary percentages as the CEO.
|
|
|
Element
|
| |
Type
|
| |
Description
|
|
|
Long-Term Equity Compensation
|
| | Restricted stock unit awards (see page 57) | | |
•
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 period. Vesting of the remaining 20% of RSU awards granted to our NEOs in 2022 and 2023 is dependent on their respective continued service through the three-year period.
•
The value of RSU awards granted to (i) Mr. Hoffman approximated the median, (ii) Mrs. Lewis approximated the 75th percentile, and (iii) each of Messrs. Ajemyan, Koch and Smith was below median of the equity awards granted to comparable officers in our executive compensation peer group.
•
Results for the three-year performance-based awards that vested on December 31, 2022 resulted in 200% of the target number of awards vesting, which represented maximum performance over the three-year period. The achievement of maximum awards for the three-year measurement period ended December 31, 2022 was the second time since 2008 in which the maximum payout of the performance-based equity awards was achieved.
|
|
|
Retirement or Deferred Compensation Benefits
|
| |
Supplemental Executive Retirement Plan (see page 58)
|
| |
•
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 fall between the 50th to 75th percentile of retirement benefits at companies in our executive compensation peer group.
|
|
|
Deferred Compensation Plan (see page 58)
|
| |
•
The Reliance Steel & Aluminum Co. Deferred Compensation Plan (the "Deferred Compensation Plan") provides supplemental retirement benefits to certain key employees through discretionary Company contributions.
•
Messrs. Ajemyan, Hoffman, Koch and Smith received discretionary Company contributions under the Deferred Compensation Plan in 2022.
•
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: (i) Mr. Hoffman would be in the top quartile; and (ii) Messrs. Ajemyan, Koch 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 59) | | |
•
No perquisites other than certain memberships for certain NEOs used primarily for business purposes.
|
|
| AGCO Corporation | | | Eaton Corporation plc | | | Parker-Hannifin Corporation | |
|
Allegheny Technologies Incorporated
|
| |
Genuine Parts Company
|
| | Steel Dynamics, Inc. | |
| Ball Corporation | | | Illinois Tool Works Inc. | | | Terex Corporation | |
| Commercial Metals Company | | | LKQ Corporation | | |
United States Steel Corporation
|
|
| Crown Holdings, Inc. | | | MRC Global Inc. | | | W.W. Grainger, Inc. | |
| Cummins Inc. | | | Nucor Corporation | | | WESCO International, Inc. | |
| Dover Corporation | | | PACCAR Inc. | | | | |
| | | |
ROA
|
| | |
Number of RSUs
Vested |
| ||||||
Threshold | | | | | | 6.00% | | | | | | | 25.0% | | |
Target | | | | | | 8.00% | | | | | | | 100.0% | | |
Maximum | | | | | | 13.00% | | | | | | | 200.0% | | |
| | | |
Qualified
Retirement ($) |
| | |
Termination
for Cause ($) |
| | |
Termination
Without Cause ($) |
| | |
Termination
Without Cause Following Change-in- Control ($) |
| | |
Change-in-
Control Only ($) |
| | |
Death
($) |
| | |
Disability
($) |
| |||||||||||||||||||||
James D. Hoffman | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash severance payment | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | |
Value of accelerating vesting of incentive compensation(1)
|
| | | | | 17,299,138 | | | | | | | 0 | | | | | | | 0 | | | | | | | 17,299,138 | | | | | | | 0 | | | | | | | 17,299,138 | | | | | | | 17,299,138 | | |
Continuation of benefits(2) | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | |
Pension and nonqualified compensation benefit
|
| | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | |
Total | | | | | | 17,299,138 | | | | | | | 0 | | | | | | | 0 | | | | | | | 17,299,138 | | | | | | | 0 | | | | | | | 17,299,138 | | | | | | | 17,299,138 | | |
Karla R. Lewis | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash severance payment | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | |
Value of accelerating vesting of incentive compensation(1)
|
| | | | | 9,129,808 | | | | | | | 0 | | | | | | | 0 | | | | | | | 9,129,808 | | | | | | | 0 | | | | | | | 9,129,808 | | | | | | | 9,129,808 | | |
Continuation of benefits(2) | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | |
Pension and nonqualified compensation benefit(3)
|
| | | | | 1,013,965 | | | | | | | 0 | | | | | | | 1,013,965 | | | | | | | 1,979,775 | | | | | | | 0 | | | | | | | 0 | | | | | | | 1,013,965 | | |
Total | | | | | | 10,143,773 | | | | | | | 0 | | | | | | | 1,013,965 | | | | | | | 11,109,583 | | | | | | | 0 | | | | | | | 9,129,808 | | | | | | | 10,143,773 | | |
Stephen P. Koch | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash severance payment | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | |
Value of accelerating vesting of incentive compensation(1)
|
| | | | | 3,159,437 | | | | | | | 0 | | | | | | | 0 | | | | | | | 3,159,437 | | | | | | | 0 | | | | | | | 3,159,437 | | | | | | | 3,159,437 | | |
Continuation of benefits(2) | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | |
Pension and nonqualified compensation benefit
|
| | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | |
Total | | | | | | 3,159,437 | | | | | | | 0 | | | | | | | 0 | | | | | | | 3,159,437 | | | | | | | 0 | | | | | | | 3,159,437 | | | | | | | 3,159,437 | | |
Arthur Ajemyan | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash severance payment | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | |
Value of accelerating vesting of incentive compensation(1)
|
| | | | | 2,780,397 | | | | | | | 0 | | | | | | | 0 | | | | | | | 2,780,397 | | | | | | | 0 | | | | | | | 2,780,397 | | | | | | | 2,780,397 | | |
Continuation of benefits(2) | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | |
Pension and nonqualified compensation benefit
|
| | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | |
Total | | | | | | 2,780,397 | | | | | | | 0 | | | | | | | 0 | | | | | | | 2,780,397 | | | | | | | 0 | | | | | | | 2,780,397 | | | | | | | 2,780,397 | | |
William A. Smith II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash severance payment | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | |
Value of accelerating vesting of incentive compensation(1)
|
| | | | | 2,922,463 | | | | | | | 0 | | | | | | | 0 | | | | | | | 2,922,463 | | | | | | | 0 | | | | | | | 2,922,463 | | | | | | | 2,922,463 | | |
Continuation of benefits(2) | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | |
Pension and nonqualified compensation benefit
|
| | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | |
Total | | | | | | 2,922,463 | | | | | | | 0 | | | | | | | 0 | | | | | | | 2,922,463 | | | | | | | 0 | | | | | | | 2,922,463 | | | | | | | 2,922,463 | | |
Role
|
| | |
Value of Common Stock
Required to be Owned |
| | |
Value of Common Stock
Held at 3/28/23 ($)(1) |
| | |
Multiple of
Base Pay |
| ||||||
CEO | | | | 5 times annual base salary | | | | | | 46,526,822 | | | | | | | 38.8× | | |
COO and CFO | | | | 4 times annual base salary | | | | | | 19,051,906 | | | | | | | 15.1× | | |
Senior Vice Presidents (excluding the CFO)
|
| | |
2.25 times annual base salary
|
| | | | | 39,480,953 | | | | | | | 15.5× | | |
| | | |
Tons Sold
|
| | |
Payout as Percentage
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% | | |
|
Karen W. Colonias, Chair
|
| |
John G. Figueroa
|
| |
Robert A. McEvoy
|
|
|
David W. Seeger
|
| |
Doug W. Stotlar
|
|
| 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 ($)(4) |
| | |
Total
($) |
| |||||||||||||||||||||||||||
|
James D. Hoffman
Chief Executive Officer(5) |
| | | | | 2022 | | | | | | | 1,275,000 | | | | | | | — | | | | | | | 7,200,364 | | | | | | | — | | | | | | | 3,614,625 | | | | | | | — | | | | | | | 2,854,271 | | | | | | | 14,944,260 | | |
| | | 2021 | | | | | | | 1,230,000 | | | | | | | — | | | | | | | 7,200,032 | | | | | | | — | | | | | | | 3,825,000 | | | | | | | — | | | | | | | 1,989,984 | | | | | | | 14,245,016 | | | ||||
| | | 2020 | | | | | | | 1,185,000 | | | | | | | — | | | | | | | 7,199,998 | | | | | | | — | | | | | | | 2,882,749 | | | | | | | — | | | | | | | 1,832,706 | | | | | | | 13,100,453 | | | ||||
|
Karla R. Lewis
President(6) |
| | | | | 2022 | | | | | | | 970,000 | | | | | | | — | | | | | | | 3,800,149 | | | | | | | — | | | | | | | 2,806,650 | | | | | | | (1,699,144) | | | | | | | 562,322 | | | | | | | 6,439,977 | | |
| | | 2021 | | | | | | | 925,000 | | | | | | | — | | | | | | | 3,799,970 | | | | | | | — | | | | | | | 2,850,000 | | | | | | | 1,072,943 | | | | | | | 212,816 | | | | | | | 8,860,729 | | | ||||
| | | 2020 | | | | | | | 900,000 | | | | | | | — | | | | | | | 3,799,985 | | | | | | | — | | | | | | | 2,189,430 | | | | | | | 3,347,782 | | | | | | | 172,706 | | | | | | | 10,409,903 | | | ||||
|
Stephen P. Koch
Executive Vice President, Chief Operating Officer |
| | | | | 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 | | | ||||
| | | 2020 | | | | | | | 575,000 | | | | | | | — | | | | | | | 1,359,989 | | | | | | | — | | | | | | | 1,398,802 | | | | | | | — | | | | | | | 190,748 | | | | | | | 3,524,539 | | | ||||
|
Arthur Ajemyan
Senior Vice President, Chief Financial Officer(7) |
| | | | | 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 | | | ||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
|
William A. Smith II
Senior Vice President, General Counsel and Corporate Secretary(7) |
| | | | | 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 | | |
|
Name
|
| | |
Change in
Pension Value Due to Change in Discount Rate ($) |
| | |
Change in
Pension Value - All Other ($) |
| | |
Total Change
in Pension Value ($) |
| |||||||||
| Karla R. Lewis | | | | | | (1,783,012) | | | | | | | 83,868 | | | | | | | (1,699,144) | | |
|
Name
|
| | |
401(k) Match
Contributions ($) |
| | |
Company
Contribution to Deferred Compensation Plan ($) |
| | |
Dividend
Equivalents on RSUs ($) |
| | |
EMJ Bonus
Plan and Expense Allowance ($) |
| | |
All Other
Compensation ($) |
| |||||||||||||||
|
James D. Hoffman
|
| | | | | 10,675 | | | | | | | 1,786,076 | | | | | | | 1,043,806 | | | | | | | 13,714(a) | | | | | | | 2,854,271 | | |
| Karla R. Lewis | | | | | | 10,675 | | | | | | | — | | | | | | | 550,947 | | | | | | | 700 | | | | | | | 562,322 | | |
| Stephen P. Koch | | | | | | 10,675 | | | | | | | 74,226 | | | | | | | 181,299 | | | | | | | — | | | | | | | 266,200 | | |
| Arthur Ajemyan | | | | | | 10,675 | | | | | | | 82,000 | | | | | | | 50,948 | | | | | | | 1,600 | | | | | | | 145,223 | | |
|
William A. Smith II
|
| | | | | 10,675 | | | | | | | 98,400 | | | | | | | 171,929 | | | | | | | 1,600 | | | | | | | 282,604 | | |
|
Name
|
| | |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(1) |
| | | | | | | | | |
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
($) |
| | |
Grant
Date |
| | |
Threshold
(#) |
| | |
Target
(#) |
| | |
Maximum
(#) |
| | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
James D. Hoffman
|
| | | | | 255,000 | | | | | | | 1,912,500 | | | | | | | 3,825,000 | | | | | | | 3/22/2022 | | | | | | | 7,375 | | | | | | | 29,498 | | | | | | | 58,996 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,760,369 | | |
| | | | | | | | | | | | | | | | | | | | | | | | 3/22/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,374 | | | | | | | — | | | | | | | — | | | | | | | 1,439,995 | | | ||||
|
Karla R. Lewis
|
| | | | | 198,000 | | | | | | | 1,485,000 | | | | | | | 2,970,000 | | | | | | | 3/22/2022 | | | | | | | 3,892 | | | | | | | 15,568 | | | | | | | 31,136 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,040,119 | | |
| | | | | | | | | | | | | | | | | | | | | | | | 3/22/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,892 | | | | | | | — | | | | | | | — | | | | | | | 760,030 | | | ||||
|
Stephen P. Koch
|
| | | | | 137,500 | | | | | | | 1,031,250 | | | | | | | 2,062,500 | | | | | | | 3/22/2022 | | | | | | | 1,639 | | | | | | | 6,555 | | | | | | | 13,110 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,280,060 | | |
| | | | | | | | | | | | | | | | | | | | | | | | 3/22/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,639 | | | | | | | — | | | | | | | — | | | | | | | 320,064 | | | ||||
|
Arthur Ajemyan
|
| | | | | 115,000 | | | | | | | 862,500 | | | | | | | 1,725,000 | | | | | | | 3/22/2022 | | | | | | | 1,434 | | | | | | | 5,736 | | | | | | | 11,472 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,120,126 | | |
| | | | | | | | | | | | | | | | | | | | | | | | 3/22/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,434 | | | | | | | — | | | | | | | — | | | | | | | 280,032 | | | ||||
|
William A. Smith II
|
| | | | | 123,000 | | | | | | | 922,500 | | | | | | | 1,845,000 | | | | | | | 3/22/2022 | | | | | | | 1,434 | | | | | | | 5,736 | | | | | | | 11,472 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,120,126 | | |
| | | | | | | | | | | | | | | | | | | | | | | | 3/22/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,434 | | | | | | | — | | | | | | | — | | | | | | | 280,032 | | |
|
Name
|
| | |
Number of
Shares Acquired on Vesting (#) |
| | |
Value Realized
on Vesting ($)(1) |
| ||||||
| James D. Hoffman | | | | | | 148,189 | | | | | | | 26,565,929 | | |
| Karla R. Lewis | | | | | | 78,218 | | | | | | | 14,022,173 | | |
| Stephen P. Koch | | | | | | 25,109 | | | | | | | 4,634,690 | | |
| Arthur Ajemyan | | | | | | 6,955 | | | | | | | 1,305,698 | | |
| William A. Smith II | | | | | | 23,811 | | | | | | | 4,395,160 | | |
| | | | |
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 |
| ||||||||||||||||||||
| James D. Hoffman | | | | | | 17,557 | | | | | | | 3,554,239 | | | | | | | 279,576 | | | | | | | 56,597,365 | | |
| Karla R. Lewis | | | | | | 9,266 | | | | | | | 1,875,809 | | | | | | | 147,552 | | | | | | | 29,870,427 | | |
| Stephen P. Koch | | | | | | 5,486 | | | | | | | 1,110,586 | | | | | | | 44,358 | | | | | | | 8,979,834 | | |
| Arthur Ajemyan | | | | | | 4,828 | | | | | | | 977,380 | | | | | | | 26,486 | | | | | | | 5,361,826 | | |
| William A. Smith II | | | | | | 5,083 | | | | | | | 1,029,003 | | | | | | | 41,112 | | | | | | | 8,322,713 | | |
|
Name
|
| | |
Grant Date
|
| | |
Vesting Schedule for Unvested and Vested but Unsettled RSUs
|
| ||||||||||||||||||||||||||||||||||
|
Service-based
vesting on December 1, |
| | |
Performance-based
vesting on December 31, |
| ||||||||||||||||||||||||||||||||||||||
|
2023
|
| | |
2024
|
| | |
2022
|
| | |
2023
|
| | |
2024
|
| ||||||||||||||||||||||||||
|
James D. Hoffman
|
| | | | | 3/24/2020 | | | | | | | — | | | | | | | — | | | | | | | 139,114 | | | | | | | — | | | | | | | — | | |
| | | 3/23/2021 | | | | | | | 10,183 | | | | | | | — | | | | | | | — | | | | | | | 81,466 | | | | | | | — | | | ||||
| | | 3/22/2022 | | | | | | | — | | | | | | | 7,374 | | | | | | | — | | | | | | | — | | | | | | | 58,996 | | | ||||
|
Karla R. Lewis
|
| | | | | 3/24/2020 | | | | | | | — | | | | | | | — | | | | | | | 73,420 | | | | | | | — | | | | | | | — | | |
| | | 3/23/2021 | | | | | | | 5,374 | | | | | | | — | | | | | | | — | | | | | | | 42,996 | | | | | | | — | | | ||||
| | | 3/22/2022 | | | | | | | — | | | | | | | 3,892 | | | | | | | — | | | | | | | — | | | | | | | 31,136 | | | ||||
|
Stephen P. Koch
|
| | | | | 3/24/2020 | | | | | | | — | | | | | | | — | | | | | | | 19,708 | | | | | | | — | | | | | | | — | | |
| | | 3/23/2021 | | | | | | | 3,847 | | | | | | | — | | | | | | | — | | | | | | | 11,540 | | | | | | | — | | | ||||
| | | 3/22/2022 | | | | | | | — | | | | | | | 1,639 | | | | | | | — | | | | | | | — | | | | | | | 13,110 | | | ||||
|
Arthur Ajemyan
|
| | | | | 3/24/2020 | | | | | | | — | | | | | | | — | | | | | | | 4,830 | | | | | | | — | | | | | | | — | | |
| | | 3/23/2021 | | | | | | | 3,394 | | | | | | | — | | | | | | | — | | | | | | | 10,184 | | | | | | | — | | | ||||
| | | 3/22/2022 | | | | | | | — | | | | | | | 1,434 | | | | | | | — | | | | | | | — | | | | | | | 11,472 | | | ||||
|
William A. Smith II
|
| | | | | 3/24/2020 | | | | | | | — | | | | | | | — | | | | | | | 18,694 | | | | | | | — | | | | | | | — | | |
| | | 3/23/2021 | | | | | | | 3,649 | | | | | | | — | | | | | | | — | | | | | | | 10,946 | | | | | | | — | | | ||||
| | | 3/22/2022 | | | | | | | — | | | | | | | 1,434 | | | | | | | — | | | | | | | — | | | | | | | 11,472 | | |
|
Name(1)
|
| | |
Plan Name
|
| | |
Number
of Years Credited Service |
| | |
Present
Value of Accumulated Benefit ($) |
| | |
Payments
During 2022 ($) |
| |||||||||
| Karla R. Lewis | | | |
Supplemental Executive Retirement Plan
|
| | | | | 31 | | | | | | | 8,359,385 | | | | | | | — | | |
|
Name
|
| | |
Executive
Contributions in 2022 ($) |
| | |
Company
Contributions in 2022 ($)(1) |
| | |
Aggregate
Loss in 2022 ($) |
| | |
Aggregate
Withdrawals/ Distributions ($) |
| | |
Aggregate
Balance at 12/31/22 ($)(2) |
| |||||||||||||||
| James D. Hoffman | | | | | | — | | | | | | | 1,786,076 | | | | | | | (1,620,471) | | | | | | | — | | | | | | | 10,058,208 | | |
| Stephen P. Koch | | | | | | — | | | | | | | 74,226 | | | | | | | (5,555) | | | | | | | (47,222) | | | | | | | 2,004,354 | | |
| Arthur Ajemyan | | | | | | 330,000 | | | | | | | 82,000 | | | | | | | (48,986) | | | | | | | — | | | | | | | 363,014 | | |
| William A. Smith II | | | | | | — | | | | | | | 98,400 | | | | | | | (154,591) | | | | | | | — | | | | | | | 818,193 | | |
|
Plan Category
|
| | |
Number of Securities
to be Issued upon Exercise of Outstanding Options, Warrants and Rights (#) |
| | |
Weighted
Average Exercise Price of Outstanding Options, Warrants and Rights ($) |
| | |
Number of
Securities Remaining Available for Future Issuance (#) |
| |||||||||
|
Equity compensation plans
approved by our stockholders(1) |
| | | | | — | | | | | | | — | | | | | | | 1,690,229 | | |
|
Equity compensation plans not approved by our stockholders
|
| | | | | — | | | | | | | — | | | | | | | — | | |
| Total | | | | | | — | | | | | | | — | | | | | | | 1,690,229 | | |
| 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) | | | | ROA | | ||||||||||||||||||||||||||||
| Total Stockholder Return(4) ($) | | | | Peer Group Total Stockholder Return(4) ($) | | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | CEO | | |||||||||||||||||
| | | | | 2022 ($) | | | | 2021 ($) | | | | 2020 ($) | | |||||||||
| Total Compensation as reported in Summary Compensation Table (SCT) | | | | | | | | | | | | | | | | | | | | |||
| Less: Grant date fair value of equity awards granted during the year included in SCT | | | | | | ( | | | | | | | ( | | | | | | | ( | | |
| Plus: Year-end fair value of equity awards granted in the year that remain unvested as of the last day of the year(a) | | | | | | | | | | | | | | | | | | | | |||
| Plus: Change in fair value from last day of prior year to last day of year of unvested equity awards(a) | | | | | | | | | | | | | | | | | | ( | | | ||
| Plus: Change in fair value from last day of prior year to vesting date of unvested equity awards that vested during year(a) | | | | | | | | | | | | | | | | | | ( | | | ||
| Compensation actually paid | | | | | | | | | | | | | | | | | | | |
| | | | | NON-CEO (AVERAGE) | | |||||||||||||||||
| | | | | 2022 ($) | | | | 2021 ($) | | | | 2020 ($) | | |||||||||
| Total Compensation as reported in Summary Compensation Table (SCT) | | | | | | | | | | | | | | | | | | | | |||
| Less: Grant date fair value of equity awards granted during the year included in SCT | | | | | | ( | | | | | | | ( | | | | | | | ( | | |
| Plus: Year-end fair value of equity awards granted in the year that remain unvested as of the last day of the year(a) | | | | | | | | | | | | | | | | | | | | |||
| Plus: Change in fair value from last day of prior year to last day of year of unvested equity awards(a) | | | | | | | | | | | | | | | | | | ( | | | ||
| Plus: Change in fair value from last day of prior year to vesting date of unvested equity awards that vested during year(a) | | | | | | | | | | | | | | | | | | ( | | | ||
| Less: Change in Pension Value reported in SCT | | | | | | | | | | | | ( | | | | | | | ( | | | |
| Plus: Pension value service cost(b) | | | | | | | | | | | | | | | | | | | | |||
| Compensation actually paid | | | | | | | | | | | | | | | | | | | |
| Significant Financial Performance Measures | |
| | |
| | |
| | |
| | |
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Name
|
| | |
Fees
Earned or Paid in Cash ($) |
| | |
Stock
Awards ($)(1) |
| | |
Total ($)
|
| |||||||||
Sarah J. Anderson(2) | | | | | | 71,250 | | | | | | | — | | | | | | | 71,250 | | |
Lisa L. Baldwin | | | | | | 130,000 | | | | | | | 139,908 | | | | | | | 269,908 | | |
Karen W. Colonias | | | | | | 130,000 | | | | | | | 139,908 | | | | | | | 269,908 | | |
Frank J. Dellaquila(3) | | | | | | 148,750 | | | | | | | 139,908 | | | | | | | 288,658 | | |
John G. Figueroa(4) | | | | | | 150,000 | | | | | | | 139,908 | | | | | | | 289,908 | | |
Mark V. Kaminski | | | | | | 280,000 | | | | | | | 139,908 | | | | | | | 419,908 | | |
Robert A. McEvoy | | | | | | 130,000 | | | | | | | 139,908 | | | | | | | 269,908 | | |
David W. Seeger | | | | | | 130,000 | | | | | | | 139,908 | | | | | | | 269,908 | | |
Andrew G. Sharkey, III(2) | | | | | | 65,000 | | | | | | | — | | | | | | | 65,000 | | |
Douglas W. Stotlar | | | | | | 150,000 | | | | | | | 139,908 | | | | | | | 289,908 | | |
Names and Address of Beneficial Owner(1)
|
| | |
Amount and
Nature of Beneficial Ownership(2) |
| | |
Percentage of
Outstanding Shares Owned |
| ||||||
The Vanguard Group
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | | 7,338,694(3) | | | | | | | 12.47% | | |
BlackRock, Inc.
50 Hudson Yards New York, NY 10001 |
| | | | | 6,207,731(4) | | | | | | | 10.55% | | |
Arthur Ajemyan | | | | | | 8,179(5) | | | | | | | * | | |
Lisa L. Baldwin | | | | | | 2,971 | | | | | | | * | | |
Karen W. Colonias | | | | | | 7,626(6) | | | | | | | * | | |
Frank J. Dellaquila | | | | | | 767 | | | | | | | * | | |
John G. Figueroa | | | | | | 19,303 | | | | | | | * | | |
James D. Hoffman | | | | | | 136,165(7) | | | | | | | * | | |
Mark V. Kaminski | | | | | | 28,344(8) | | | | | | | * | | |
Stephen P. Koch | | | | | | 11,724(9) | | | | | | | * | | |
Karla R. Lewis | | | | | | 106,183(10) | | | | | | | * | | |
Robert A. McEvoy | | | | | | 22,336(11) | | | | | | | * | | |
David W. Seeger | | | | | | 767 | | | | | | | * | | |
William A. Smith II | | | | | | 18,154(12) | | | | | | | * | | |
Douglas W. Stotlar | | | | | | 7,626(13) | | | | | | | * | | |
All directors and executive officers as a group (17 persons) | | | | | | 420,002(14) | | | | | | | * | | |
|
Lisa L. Baldwin
|
| |
Karen W. Colonias
Mark V. Kaminski |
| |
Frank J. Dellaquila, Chair
|
|