SEC Form DEF 14A filed by Reliance Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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Reliance, Inc.
16100 N. 71st St., Suite 400
Scottsdale, Arizona 85254
(480) 564-5700

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS​

​	Your vote is important. Whether or not you plan to participate in the Annual Meeting, it is important that your shares be represented, and we hope you will vote as soon as possible. To make it easier, you may vote on the internet or by telephone. The instructions attached to this notice describe how to use these convenient services. Even if you give your proxy, you have the right to vote electronically if you participate in the Annual Meeting. Proxy Voting				​	​
​		​	​	Internet Visit the website noted on your proxy card to vote online.	​	​
​		​	​	By Telephone Use the toll-free telephone number on your proxy card to vote by telephone.	​	​
​		​	​	By Mail Sign, date, and return your proxy card in the enclosed envelope to vote by mail.	​	​
​		​	​	During the Meeting To vote during the virtual meeting, visit www.virtualshareholdermeeting.com/​RS2025 and use your 16-digit control number.	​	​
​	The Annual Meeting will be held “virtually”. You can attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting at www.virtualshareholdermeeting.com/RS2025.				​	​

​	Time and Place				​
​		​	​	May 21, 2025 10 a.m. Pacific Daylight Time (PDT)	​
​		​	​	Electronically via live webcast accessible at www.virtualshareholdermeeting.com/RS2025	​
​	Record Date				​
​		​	​	Only stockholders at the close of business on March 28, 2025 are entitled to notice of, and to vote at, the 2025 annual meeting of stockholders (the “Annual Meeting”) or any adjournments thereof.	​

Items of Business				​	​	Voting Recommendation	​
1	​	​	To elect the eight 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.	​	​	FOR each nominee	​
2	​	​	To consider a non-binding, advisory vote to approve the compensation of our named executive officers.	​	​	FOR	​
3	​	​	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2025.	​	​	FOR	​
4	​	​	To transact such other business, if any, as properly comes before the meeting or any adjournment thereof.	​	​	​	​

 

   

PROXY STATEMENT
TABLE OF CONTENTS

​	Letter to Stockholders	​	​	​	​	i	​	​
​	Proxy Summary	​	​	​	​	1	​	​
​	Voting Information	​	​	​	​	7	​	​
​	Information Concerning Our Common Stock	​	​	​	​	9	​	​
​	Proposal No. 1 – Election of Directors	​	​	​	​	10	​	​
​	Proposal No. 2 – Advisory Vote on the Approval of the Compensation of Our Named Executive Officers	​	​	​	​	11	​	​
​	Proposal No. 3 – Ratification of Independent Registered Public Accounting Firm	​	​	​	​	12	​	​
​	Board of Directors and Management	​	​	​	​	14	​	​
​	Compensation Discussion and Analysis	​	​	​	​	24	​	​
​	Executive Summary	​	​	​	​	24	​	​
​	2024 Financial and Operating Highlights	​	​	​	​	25	​	​
​	Executive Compensation Program Design	​	​	​	​	27	​	​
​	Relationship Between Pay and Performance	​	​	​	​	28	​	​
​	Key Executive Compensation Practices	​	​	​	​	31	​	​
​	2024 Say on Pay Vote	​	​	​	​	32	​	​
​	Overview of Our Executive Compensation Program	​	​	​	​	32	​	​
​	Compensation Program Objectives	​	​	​	​	32	​	​
​	Elements of Compensation	​	​	​	​	32	​	​
​	Allocation of Compensation Components	​	​	​	​	34	​	​
​	Mix of Principal Compensation Components	​	​	​	​	35	​	​
​	How We Make Decisions Regarding Executive Compensation	​	​	​	​	35	​	​
​	Compensation Committee and Independent Directors	​	​	​	​	35	​	​
​	Independent Compensation Consultant	​	​	​	​	36	​	​
​	Compensation Committee Review of Executive Compensation Peer Group and Other Data	​	​	​	​	36	​	​
​	Executive Compensation Peer Group	​	​	​	​	36	​	​
​	Analysis of 2024 Company and Executive Compensation Peer Group Compensation	​	​	​	​	37	​	​
​	Internal Pay Equity	​	​	​	​	37	​	​
​	Principal Components of Our Executive Compensation Program	​	​	​	​	37	​	​
​	Base Salary	​	​	​	​	37	​	​
​	Annual Cash Incentive Awards	​	​	​	​	38	​	​
​	Long-Term Equity Incentive Compensation	​	​	​	​	39	​	​
​	SERP and Deferred Compensation Plan	​	​	​	​	40	​	​
​	Other Benefits	​	​	​	​	40	​	​

​	Additional Information	​	​	​	​	40	​	​
​	No Employment Agreements; Potential Payments Upon Termination or Change in Control	​	​	​	​	40	​	​
​	Estimated Benefits Upon Termination or Change in Control	​	​	​	​	41	​	​
​	Stock Ownership Requirements	​	​	​	​	42	​	​
​	Clawback and Recoupment Policy	​	​	​	​	42	​	​
​	Hedging and Pledging Policies	​	​	​	​	42	​	​
​	Tax and Accounting Considerations	​	​	​	​	43	​	​
​	Changes to 2025 Annual Cash Incentive Plan	​	​	​	​	43	​	​
​	Compensation Committee Report	​	​	​	​	45	​	​
​	Executive Compensation Tables	​	​	​	​	46	​	​
​	Summary Compensation Table	​	​	​	​	46	​	​
​	Grants of Plan Based Awards	​	​	​	​	47	​	​
​	Option Exercises and Stock Vesting	​	​	​	​	48	​	​
​	Outstanding Equity Awards at Fiscal Year-End	​	​	​	​	48	​	​
​	Pension Benefits	​	​	​	​	49	​	​
​	Nonqualified Deferred Compensation	​	​	​	​	49	​	​
​	Equity Compensation Plan Information	​	​	​	​	50	​	​
​	Pay Ratio Disclosure	​	​	​	​	50	​	​
​	Pay Versus Performance	​	​	​	​	51	​	​
​	Director Compensation	​	​	​	​	55	​	​
​	Director Summary Compensation Table	​	​	​	​	55	​	​
​	Securities Ownership of Certain Beneficial Owners and Management	​	​	​	​	56	​	​
​	Board of Directors and Corporate Governance	​	​	​	​	58	​	​
​	Executive Sessions and the Independent, Non-executive Chair	​	​	​	​	62	​	​
​	Director Stock Ownership Requirements	​	​	​	​	64	​	​
​	Compensation Committee Interlocks and Insider Participation	​	​	​	​	64	​	​
​	Audit Committee Report	​	​	​	​	65	​	​
​	Related Person Transactions and Indemnification	​	​	​	​	66	​	​
​	Participation in the Annual Meeting	​	​	​	​	67	​	​
​	Stockholder Proposals and Nominations for the 2026 Annual Meeting	​	​	​	​	68	​	​
​	Stockholders Sharing the Same Address	​	​	​	​	69	​	​
​	Annual Report	​	​	​	​	70	​	​

   

DEAR FELLOW
STOCKHOLDERS,

 

We also returned $250 million in dividends to you, our valued stockholders, in 2024. In the first quarter of 2025, we announced a 9.1% increase in our quarterly dividend to a current annual rate of $4.80 per common share, marking our 32nd increase since our 1994 IPO. We are proud to have rewarded our stockholders with 65 consecutive years of dividends without reduction or suspension.

Accretive Acquisitions

In 2024, we successfully completed four acquisitions, contributing an additional $400 million in annualized net sales. These strategic transactions expand Reliance’s geographic presence and strengthen our processing capabilities in both new and existing markets, positioning us well for ongoing growth.

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Cooksey Iron & Metal Company in Tifton, GA, is a metals service center that processes and distributes finished steel products such as tubing, beams, plates, and bars. Cooksey supports our strategy of customer, product, and geographical diversification, and strengthens our position in the Southeast.

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American Alloy Steel, Inc., headquartered in Houston, TX, with six additional locations, is a leading distributor of specialty carbon and alloy steel plate and round bar, including pressure vessel quality (PVQ) material. American Alloy expands our product portfolio to include specialty carbon steel plate and enhances our fabrication capabilities.

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Mid-West Materials, Inc. in Perry, OH, is a premier flat-rolled steel service center primarily servicing North American OEMs. Mid-West increases our flat-rolled presence in the important Ohio market and surrounding regions.

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We also acquired certain toll processing assets of the FerrouSouth division of Ferragon Corporation in Iuka, MS, strengthening our logistics capabilities, including shipping and warehousing services, in the rapidly growing Southeastern market.

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Commitment to Employee Safety, Health & Wellbeing

The safety, health, and wellbeing of our employees is at the core of our daily operations. We are particularly proud of our 2024 Total Recordable Incident Rate (TRIR) of 1.75 which was well below the 2023 Metals Service Center Institute (MSCI) median of 3.4. With a fleet of approximately 1,900 commercial trucks, we are also proud of our U.S. Department of

Our acquisition of American Alloy Steel, Inc. expands our product portfolio to include pressure vessel quality (PVQ) material and specialty carbon steel plate, and enhances our fabrication capabilities.

Transportation (USDOT) recordable crash rate of 0.46 which is below the 0.52 recordable rate of our industry peers. We remain dedicated to fostering a safety-first mindset and are committed to realizing our goal of zero injuries.

In addition to our safety efforts, our community involvement has grown under our Reliance Cares corporate social responsibility initiative. In 2024, we significantly expanded employee-driven volunteer activities across our Family of Companies, strengthening our connection to the communities where we live and do business. We reached another milestone in our relationship with Ronald McDonald House Charities® (RMHC®), committing to donate $10 million over the next five years to establish and fund the Nourishing Families Grant Program to ensure that families staying at RMHC® houses around the world have access to healthy, nutritious meals.

The driving force behind Reliance is our nearly 16,000 employees. Their commitment to excellence in service, strong execution, and unwavering focus on moving metal safely are integral to our success. Our employees’ dedication to sharing best practices and collaborating across the Family of Companies continues to gain momentum and strengthen our Reliance culture, generate our industry-leading financial results, and empower our success. We are more than metal — we are industrial strength.

Reliance executives ring The Closing Bell at the NYSE in September 2024.

Celebrating 30 Years at NYSE

In September 2024, we celebrated our 85th year in business as well as our 30-year anniversary as a listed company on the New York Stock Exchange (NYSE) by ringing The Closing Bell®. Reliance debuted on the NYSE under ticker symbol “RS” at $14.50 per share ($3.22 split adjusted) on September 16, 1994. Since then, we have grown from approximately $450 million in annual sales to the largest metals service center company in North America. Our 2024 sales were $13.84 billion and RS achieved a new all-time high closing price of $340.04 on April 5, 2024. Our stock performance reflects a 16.9% compound annual growth rate since our 1994 IPO, consistently outpacing the S&P 500 and underscoring the enduring strength and potential of our business.

Thank you again to our dedicated team for their outstanding execution in 2024 that continues to make our industry-leading performance possible. We are also incredibly thankful for the trust and loyalty of our customers who rely on us to timely deliver high-quality, trusted products quickly and efficiently; our partnership motivates us and remains a key driver of our success. We are also grateful for our longstanding suppliers whose consistent support enables us to deliver value to our customers. Finally, we would like to extend our sincere thanks to you, our stockholders, for your sustained confidence in Reliance which allows us to pursue opportunities and grow our business in meaningful ways.

Looking ahead, we remain committed to prioritizing the safety of our team; driving smart, profitable growth; maintaining strong gross profit margins; expanding our processing capabilities; managing costs and working capital effectively; balancing growth and stockholder returns; and fostering increased collaboration across our Family of Companies.

Reliance, Inc.
16100 N. 71st St., Suite 400
Scottsdale, Arizona 85254
(480) 564-5700

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement of Reliance, Inc. (the “Company” or “Reliance”) and in our Annual Report on Form 10-K for the year ended December 31, 2024. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

ANNUAL MEETING OF STOCKHOLDERS

PROXY VOTING

 

VOTING MATTERS

VIRTUAL STOCKHOLDER MEETING

The Annual Meeting will be held “virtually”. If you were a stockholder as of the close of business on March 28, 2025 (the “Record Date”), you can attend the Annual Meeting online, vote your shares electronically, and submit your questions by visiting www.virtualshareholdermeeting.com/RS2025. You will need to have your 16-digit control number included on your Notice Regarding the Availability of Proxy Materials (the “Notice of Internet Availability”) or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting. The meeting webcast will begin promptly at 10 a.m. Pacific Daylight Time (PDT). Online check-in will begin approximately 15 minutes before then and we encourage you to allow ample time for check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting login page. An audio recording of the Annual Meeting will be available on the Investors section of our website after the meeting.

Additional information about our virtual stockholder meeting, including procedures for submitting questions at the Annual Meeting, is provided under “Participation in the Annual Meeting” on page 67.

The Company anticipates that the Notice of Internet Availability will first be mailed on or about April 3, 2025 to all stockholders entitled to vote at the Annual Meeting and we will post our proxy materials on the website referenced in the Notice of Internet Availability. As more fully described in the Notice of Internet Availability, all stockholders may choose to access our proxy materials on the website referred to in the Notice of Internet Availability or may request to receive a printed set of our proxy materials.

PROXY STATEMENT

Your vote is very important. Reliance’s Board of Directors is requesting that you allow your common stock to be represented and voted at the Annual Meeting by the Company’s officers (proxies) named on the proxy card. The proxy statement is first being sent and made available to our stockholders on or about April 3, 2025.

 

CORPORATE GOVERNANCE HIGHLIGHTS (see page 58)

Highlights of Corporate Governance

Key Executive Compensation Practices

What We Do

 

What We Don’t Do

 

CORPORATE CITIZENSHIP AND SUSTAINABILITY

We recognize that we have a corporate social responsibility not only to our investors, but also to our employees, their families and the communities in which we live and conduct our business. Accountability to our stockholders, employees, and communities, and a commitment to ethical business practices, motivates and anchors us. Our responsibility to stockholders requires a diligent commitment to excellence and a focus on sustainable profitability. This commitment to excellence also requires that we set the highest standards for business practices, ensure a safe and productive workplace for our employees, are stewards of the natural environments in which we operate, and share our success by giving back to our communities.

Please refer to the ESG section of our website at https://www.reliance.com/environmental-social-and-governance/​ for further information on our environmental, social and governance matters and initiatives.

The website addresses presented above and elsewhere in this proxy statement are not intended to function as hyperlinks, and the information contained on our website is not part of this proxy statement and is not soliciting material.

BOARD NOMINEES (see page 10)

 

VOTING MATTERS AND RECOMMENDATIONS

 

   

VOTING INFORMATION

We are furnishing this proxy statement to the holders of our common stock in connection with the solicitation of proxies on behalf of our Board of Directors for use at the Annual Meeting.

The Board of Directors selected Arthur Ajemyan, our Senior Vice President, Chief Financial Officer, and William A. Smith II, our Senior Vice President, General Counsel and Corporate Secretary, or their designees, to be named as proxyholders to vote the shares of common stock represented by the proxies at the Annual Meeting. Reliance will pay the cost to solicit the proxies. The Board of Directors will solicit proxies by mail, by telephone, and electronically via the internet. In addition, certain of our officers and agents may solicit proxies by telephone, email and personal interview (the cost of which will be nominal). We expect that banks, brokerage houses and other custodians, nominees and fiduciaries will forward soliciting material to beneficial owners and obtain authorizations to execute proxies. We will reimburse the reasonable out-of-pocket expenses they incur to forward our proxy materials.

We have retained D.F. King & Co., Inc. (“D.F. King”) to assist in the distribution and solicitation of proxies. Based on our agreement with D.F. King, we anticipate paying fees of approximately $11,500, plus-out-of-pocket expenses, for these services. Your bank, broker or financial institution is not able to vote on your behalf for the election of directors, or on any compensation or incentive award plan matter unless you provide specific instructions by completing and returning a proxy or voting instruction form or by following instructions provided to you by your bank, broker or financial institution to vote your shares which often include instructions on how to vote your shares via telephone or the internet. Voting your shares is important to ensure that you have a say in the governance of our Company.

We intend only the three matters described in this proxy statement to be presented at the Annual Meeting. However, we may also transact any other business that properly comes before the meeting or any adjournments thereof.

Unless you instruct us otherwise on the proxy, each proxy will be voted FOR the election of all of the nominees named herein as directors; FOR the approval of the compensation of the Company’s named executive officers; and FOR the ratification of KPMG LLP as our independent registered public accounting firm for 2025.

We intend to make this proxy statement and accompanying material available to each stockholder on the internet beginning on or about April 3, 2025. An Annual Report on Form 10-K, and an annual report to stockholders will also be available electronically. Some stockholders will receive these materials by mail and other stockholders may request copies of these materials at no cost. The annual report and stockholder letter are not incorporated in, and are not a part of, this proxy statement and do not constitute proxy-soliciting material.

If you are a stockholder of record and execute a proxy or submit a proxy via the internet or telephone, the proxy may be revoked at any time before it is voted:

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by filing with our Corporate Secretary either an instrument revoking the proxy or a proxy bearing a later date, duly executed in either case; or

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by voting electronically at the virtual meeting.

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Any written instrument or later dated proxy should be sent or delivered to the Corporate Secretary at the address shown on the first page of this proxy statement and must be received prior to the Annual Meeting.

In addition, prior to the deadline for internet or telephone voting, you may change your vote using the internet or telephone method, in which case only your latest internet or telephone proxy submitted before the deadline will be counted.

If you hold your shares through a broker, bank, financial institution, or other nominee, then you are a beneficial holder, and you may change your vote by complying with the procedures contained in the voting instructions provided to you by your broker, bank, financial institution or other nominee.

Even if you currently plan to participate in the Annual Meeting, the Company recommends that you also submit your proxy as described above so your vote will be counted if you later decide not to participate at the Annual Meeting. If you submit your vote by proxy and later decide to vote electronically at the Annual Meeting, the vote you submit at the Annual Meeting will override your proxy vote.

The presence at the virtual meeting or by proxy of the holders of a majority of the shares entitled to vote at the meeting shall constitute a quorum for the transaction of business. Broker non-votes and abstentions are counted for purposes of

 

VOTING INFORMATION

determining whether a quorum is present. A broker non-vote occurs when a nominee holding shares for a beneficial owner (i.e., in “street name”) does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. We believe that nominees only have discretionary voting power with respect to the ballot item addressing the ratification of our independent registered public accounting firm.

 

   

INFORMATION CONCERNING OUR COMMON STOCK

Our only voting securities are shares of common stock, par value $0.001 per share. As of the record date of March 28, 2025, we had a total of 52,888,989 shares of common stock issued and outstanding, all of which may be voted at the Annual Meeting. Only holders of shares of record on our books at the close of business on the record date will be entitled to vote at the Annual Meeting.

Each nominee for election as a director at the Annual Meeting will only be elected if the votes cast “FOR” such nominee exceed the number of votes cast “AGAINST” such nominee, with abstentions and broker non-votes not counted as either votes “FOR” or “AGAINST” that nominee’s election. As required by the Company’s Bylaws, in the event that an incumbent director fails to receive a majority of votes cast in an uncontested election, such incumbent director is required to submit his or her resignation to the Board of Directors within ten calendar days of the date of the certification of the election results. Pursuant to the procedures set forth in our Bylaws, the Nominating and Governance Committee will make a recommendation to the Board of Directors within ten calendar days as to whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will then act on the resignation, taking into account the Nominating and Governance Committee’s recommendation, and the Company will publicly disclose such decision by the Board of Directors with respect to the director nominee. Each of the Nominating and Governance Committee, in making its recommendation, and the Board of Directors, in making its decision, may consider any factors and other information that they consider appropriate and relevant. A director who tenders his or her resignation is not permitted to participate in the recommendation of the Nominating and Governance Committee or the decision of the Board of Directors with respect to his or her resignation.

The affirmative vote of a majority of votes present at the virtual meeting or by proxy and entitled to vote on the matter is required to: (i) approve, on a non-binding advisory basis, the compensation of the NEOs; and (ii) ratify the engagement of KPMG LLP as our independent registered public accounting firm for 2025. Abstentions will count as votes against such proposals.

Broker non-votes will have no effect on Proposal Nos. 1 and 2. Because the ratification of the appointment of KPMG LLP (Proposal No. 3) is considered a “routine” proposal, a broker holding shares as the nominee for a beneficial owner may vote for the proposal without voting instructions and, accordingly, we do not expect there to be any broker non-votes on Proposal No. 3.

 

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

The Board proposes that eight directors, seven of whom are independent, be elected to hold office until the 2026 Annual Meeting of Stockholders and until their successors have been elected and qualified, subject to their earlier death, resignation or removal. Mrs. Lewis is not considered independent since Mrs. Lewis is our President and Chief Executive Officer.

The Board possesses a broad range of qualifications and skills that facilitate strong oversight of the Company’s management and strategy. The following matrix identifies the primary skills that the Nominating and Governance Committee and the Board considered in connection with the re-nomination of the current directors.* For additional information regarding each nominee, see “Board of Directors and Management” beginning on page 14.

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The absence of a mark does not necessarily indicate that the director does not possess that qualification or skill.

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A majority of the votes cast is required for the election of each director at the 2025 Annual Meeting. Neither Reliance nor your bank, broker or financial institution is able to vote on your behalf for the election of directors unless you provide specific instructions by completing and returning a proxy or voting instruction form or you follow instructions provided to you by your bank, broker or financial institution, which often include instructions on how to vote your shares via telephone or the internet.

Our Board currently has nine members. Mark V. Kaminski will retire from the Board effective at the 2025 Annual Meeting, at which time the size of the Board will be reduced to eight members. We expect each nominee for election as a director will serve if elected. If any nominee is not able to serve, proxies may be voted by the proxyholders for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board.

Certain information with respect to each nominee is set forth in “Board of Directors and Management” beginning on page 14.

 

PROPOSAL NO. 2 – ADVISORY VOTE ON THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are asking our stockholders to approve, on an advisory, non-binding basis, the compensation of our NEOs as disclosed in this proxy statement. It is Reliance’s current policy to provide our stockholders with an opportunity to approve the compensation of our NEOs each year at the Annual Meeting. Accordingly, we anticipate that the next such vote will occur at the 2026 Annual Meeting of Stockholders.

We believe that the information we have provided below in the “Compensation Discussion and Analysis” section of this proxy statement demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation.

Accordingly, we are asking our stockholders to approve, in an advisory, non-binding vote, the following resolution:

“RESOLVED, that the stockholders of Reliance, Inc. approve, on an advisory basis, the compensation paid to Reliance, Inc.’s named executive officers, as disclosed in the 2025 Proxy Statement pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the CD&A, the Summary Compensation Table and other compensation tables and the accompanying footnotes and narratives and any related material.”

Because your vote is advisory, it will not be binding upon the Board. However, the Board values our stockholders’ opinions, and the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions. The affirmative vote of a majority of votes present at the virtual meeting or by proxy and entitled to vote is required to approve this proposal.

Neither Reliance nor your bank, broker or financial institution is able to vote on your behalf to support the Company’s executive compensation unless you provide specific instructions by completing and returning a proxy or voting instruction form or you follow instructions provided to you by your bank, broker or financial institution, which often include instructions on how to vote your shares via telephone or the internet.

 

   

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

KPMG LLP, our independent registered public accounting firm, billed us the fees set forth in the table below for services provided in the last two years:

Audit fees relate to services rendered in connection with the audit of our annual financial statements and internal control over financial reporting, quarterly review of financial statements, audit services provided in connection with statutory and regulatory filings, including consents and comfort letters, and discussions surrounding the proper application of financial accounting and/or reporting standards.

Audit-related fees are those fees for services provided by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and not included as audit fees. Tax fees are fees and expenses for professional services rendered by KPMG LLP in connection with U.S. and foreign tax compliance and planning, and consultation and advice on tax examinations. Certain fees previously reported as tax fees in 2023 have been reclassified to audit-related fees to conform with the 2024 presentation.

The Audit Committee approved all of these services in advance. The Audit Committee has adopted a pre-approval policy that requires that the Audit Committee approve in advance the services to be provided, the terms of the engagement letter, and all associated fees set forth in such letter for the independent registered public accounting firm. In addition, the Audit Committee will review proposed audit, audit-related, tax and other services that management desires the independent registered public accounting firm to perform to ensure that such services and the proposed fees related to the services will not impair the independent registered public accounting firm’s independence and that such services and fees are consistent with the rules established by the SEC. Each quarter, the Chief Financial Officer of the Company reports to the Audit Committee which services, if any, were performed and the amount of any fees that were incurred. The Audit Committee has delegated to the Chief Financial Officer the authority to add to, amend or modify the list of services to be provided or the amount of fees to be paid; provided that the Chief Financial Officer will report any action taken to the Audit Committee at its next scheduled meeting and provided further that the fees involved are reasonably expected to be less than $50,000.

The Audit Committee selected KPMG LLP as the Company’s independent registered public accounting firm for 2025. KPMG LLP has served as the Company’s independent registered public accounting firm since 2008. The Board of Directors ratified this selection.

 

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

The Board of Directors believes there are significant benefits to having an independent registered public accounting firm with extensive history with the Company. These benefits include:

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the high quality of their audit work and accounting advice, as a result of their institutional knowledge of our businesses, global operations, key risks, accounting policies, financial systems and internal control framework;

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audit efficiency and effectiveness, resulting in a lower fee structure due to history and familiarity with our businesses; and

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time and expense avoided by management and staff in onboarding a new independent registered public accounting firm.

​

At the Annual Meeting, stockholders will be asked to ratify and approve this selection. If the stockholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain KPMG LLP, but may still retain the firm. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

A representative of KPMG LLP is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions. The affirmative vote of a majority of shares present at the virtual meeting or by proxy and entitled to vote is required to ratify the selection of KPMG LLP as our independent registered public accounting firm for 2025. Because the ratification of the appointment of KPMG LLP is considered a “routine” proposal, a bank, broker or financial institution holding shares as the nominee for a beneficial owner may vote for the proposal without voting instructions and, accordingly, we do not expect there to be any broker non-votes on this proposal.

 

   

BOARD OF DIRECTORS AND MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding our directors and executive officers:

​

(1)

Mr. Kaminski is retiring from the Board and not standing for re-election at the 2025 Annual Meeting. Accordingly, his biography is not presented below.

​

 

BOARD OF DIRECTORS AND MANAGEMENT

DIRECTORS

 

BOARD OF DIRECTORS AND MANAGEMENT

 

BOARD OF DIRECTORS AND MANAGEMENT

 

BOARD OF DIRECTORS AND MANAGEMENT

 

BOARD OF DIRECTORS AND MANAGEMENT

 

BOARD OF DIRECTORS AND MANAGEMENT

 

BOARD OF DIRECTORS AND MANAGEMENT

 

BOARD OF DIRECTORS AND MANAGEMENT

EXECUTIVE OFFICERS

In addition to Mrs. Lewis, the other executive officers of Reliance are as follows:

OTHER CORPORATE OFFICERS

In addition, the following Reliance officers make significant contributions to our Company:

Jeffrey W. Durham, 62, became Senior Vice President, Operations in January 2019. From 2014 until January 2019, Mr. Durham was Vice President, Merchandising of our subsidiary, Earle M. Jorgensen Company (“EMJ”). Mr. Durham joined EMJ in 1985 and held various leadership roles in sales, general management and purchasing.

Michael R. Hynes, 58, became Senior Vice President, Operations in July 2022. From January 2019 until July 2022, Mr. Hynes served as President of Phoenix Corporation, a subsidiary of Reliance (“Phoenix Metals”). Mr. Hynes joined Phoenix Metals in 2007 and held various leadership roles in sales and general management. Prior to joining Phoenix Metals, Mr. Hynes held various roles of increasing responsibility at one of the Company’s operating divisions.

Vandy C. Lupton, 49, became Vice President, Health & Human Resources in May 2021, having been promoted from Executive Director, Health & Human Resources, a position she had held since March 2020. Ms. Lupton joined Reliance in 2012 as Director of Change Management. Prior to joining Reliance, Ms. Lupton served as a consultant with Accenture plc. Ms. Lupton is a member of the Society for Human Resource Management.

Brenda S. Miyamoto, 52, became Senior Vice President, Strategic Planning & Programs in February 2025. From 2012 until February 2025, Ms. Miyamoto served as Vice President, Corporate Initiatives and was our Vice President, Corporate Controller from 2007 until 2012. Prior to that time, Ms. Miyamoto served as Corporate Controller from January 2004 until May 2007. Prior to joining Reliance, Ms. Miyamoto, a certified public accountant (inactive), was employed by Ernst & Young LLP in various professional staff and manager positions.

Scott W. Ramsbottom, 51, became Vice President, Chief Information Officer in November 2024. From 2020 to November 2024, Mr. Ramsbottom was the Senior Vice President IT of Wesco Distribution, Inc. (NYSE: WCC) (“Wesco”). From 2013 to its 2020 acquisition by Wesco, Mr. Ramsbottom served as the Chief Information Officer of Anixter International Inc.

 

BOARD OF DIRECTORS AND MANAGEMENT

John A. Shatkus, 64, became Vice President, Enterprise Risk in January 2021, having previously served as Vice President, Internal Audit, a position he had held since August 2012. Mr. Shatkus joined Reliance in 2005 and served as Director, Internal Audit until August 2012. Prior to joining Reliance, Mr. Shatkus was Audit Manager at Sempra Energy and held various management positions at Sempra Energy over a 20-year period, including Regulatory Affairs Manager and Accounting Manager. Mr. Shatkus is a certified public accountant.

Brian M. Yamaguchi, 56, became Vice President, Supplier Development in July 2021, having previously served as Senior Director, Supplier Development, a position which he had held since 2014. From 1986 until July 2021, Mr. Yamaguchi held various positions of increasing responsibility in sales and merchandising at EMJ.

Silva Yeghyayan, 57, became Vice President, Tax in August 2012, having been promoted from Director, Tax, a position which she had held since October 2005. Ms. Yeghyayan is a certified public accountant and was a tax consultant from April 2004 until joining Reliance in 2005. Ms. Yeghyayan was Senior Tax Manager at Grant Thornton LLP from 2000 to 2004, and held various professional staff and manager positions at Arthur Andersen LLP from 1989 to 2000.

 

   

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation program and philosophy, the compensation decisions made by the Compensation Committee and the factors considered in making those decisions. This CD&A focuses on 2024 compensation decisions for our executives, including the Named Executive Officers (“NEOs”) identified below.

NAMED EXECUTIVE OFFICERS

EXECUTIVE SUMMARY

Our businesses demonstrated resilience in 2024 as strong execution of our model once again fueled solid financial results in a dynamic operating environment featuring declining metals prices and inflationary headwinds on the Company’s operating costs.

Key financial results for 2024 include:

​

*

See “2024 Financial and Operating Highlights” below for a description of gross profit margin, a non-GAAP financial measure.

​

Consistent with both the philosophy and design of our compensation plans, compensation of our NEOs in 2024 aligned with our solid operational and financial performance. Our NEOs received payouts under our 2024 annual cash incentive plan equal to 215.8% of such NEO’s base salary, reduced from a maximum payout of 300% for 2023, and the performance-based equity awards granted to our NEOs in 2022 that vested in 2024 paid out at the maximum level based on Company performance over the three-year performance measurement period ended December 31, 2024, each reflecting management’s delivery of industry-leading operating results.

 

COMPENSATION DISCUSSION AND ANALYSIS

2024 Financial and Operating Highlights

The following table highlights our financial and operating results in 2024 and 2023:

​

(1)

Gross profit, calculated as net sales less cost of sales, and gross profit margin, calculated as gross profit divided by net sales, are non-GAAP financial measures as they exclude depreciation and amortization expense associated with the corresponding sales. About half of Reliance’s orders are basic distribution with no processing services performed. For the remainder of its sales orders, Reliance performs “first-stage” processing, which is generally not labor intensive as it is simply cutting the metal to size. Because of this, the amount of related labor and overhead, including depreciation and amortization, is not significant and is excluded from cost of sales. Therefore, Reliance’s cost of sales is substantially composed of the cost of the material it sells. Reliance uses gross profit margin as shown above as a measure of operating performance. Gross profit margin is an important operating and financial measure, as fluctuations in our gross profit margin can have a significant impact on Reliance’s earnings. Gross profit margin, as presented, is not necessarily comparable with similarly titled measures for other companies.

​

(2)

Tons Sold Growth (as defined below) exclude toll processed tons.

​

(3)

Presented below is pretax income margin (pretax income as a percentage of net sales), which excludes various non-recurring charges and credits (“Pretax Income Margin”) and Tons Sold Growth calculated in accordance with our annual cash incentive plan.

​

 

COMPENSATION DISCUSSION AND ANALYSIS

(4)

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

​

Our 2024 earnings per diluted share were $15.56, the fourth highest in our history. Operating cash flow was $1.43 billion, the third highest in our history.

Same-store and total tons sold increased 1.0% and 4.0%, respectively, in 2024 compared to 2023. Our tons sold increase outperformed the 2.0% decline in industry shipments reported by the Metals Service Center Institute (“MSCI”), and we maintained our gross profit margin at 29.7%, within our estimated 29% to 31% sustainable gross profit margin range.

Our 2024 net sales of $13.84 billion declined 6.6% from $14.81 billion in 2023 due to a 10.4% reduction in our average selling price per ton sold that was partially offset by an increase in our tons sold.

We continued to execute our disciplined and balanced capital allocation strategy in 2024 using cash flow from operations to return $1.34 billion to our stockholders through $249.7 million of dividends and a record $1.09 billion of share repurchases. We invested $364.6 million in our growth by acquiring four companies in 2024, which aligned with our business model and strategy of investing in profitable businesses that enhance our diversification of products and end markets and geographies. We also invested $430.6 million in capital expenditures to fund organic growth.

We have paid regular quarterly dividends to our stockholders for over 65 consecutive years without reduction or suspension. We have increased our dividend 32 times since our 1994 IPO and our regular quarterly dividend rate has increased 700% since 2012 from $0.15 to $1.20 per share for the first quarter of 2025.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024 for a more detailed discussion of our results of operations in 2024 compared to 2023 and our financial condition.

Changes to 2024 Incentive Plans

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

The Compensation Committee made the 2024 annual cash incentive plan more demanding by increasing the pretax income margin targets. As in 2023, the target annual cash incentive opportunity in 2024 for each NEO under the pretax

 

COMPENSATION DISCUSSION AND ANALYSIS

income margin metric was 135% of their base salary. The 2023 pretax income margin objectives and the increased 2024 objectives are set forth in the table below:

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

Executive Compensation Program Design

Our executive compensation program is designed to reward the Company’s executive officers for delivering strong operational and financial performance and results, attract and retain key executive talent, and align executive compensation with the long-term interests of our stockholders. Our stockholders have been highly supportive of our program’s pay-for-performance structure as demonstrated by our say-on-pay voting results receiving at least 89% approval in each of the last five years from 2020 through 2024. The Compensation Committee viewed the results of our 2024 say-on-pay vote as an affirmation by our stockholders of the Company’s executive compensation program. Based on this support, the Compensation Committee has generally maintained the structure of our executive compensation program.

As described in more detail below, we structure our executive officers’ target total direct compensation to be competitive with the median compensation paid by companies with whom we may compete for executive talent, including those in our executive compensation peer group. We tie most of our executives’ compensation to Company performance objectives to drive financial and operating performance and reward executives for delivering stockholder value. We believe that this pay-for-performance philosophy has been instrumental to our success.

We manage our business with the long-term objective of creating and maximizing value for our stockholders. Our pay-for-performance philosophy is aligned with and supports this objective.

Consistent with our past practice, the Compensation Committee evaluates performance by reviewing:

•

our operating and financial results, including performance against our executive compensation peer group, our industry peers, and general economic factors that impact our business and industry;

​

•

economic return to stockholders over time, both on an absolute basis and relative to other companies, including the S&P 500, our executive compensation peer group and our industry peers; and

​

•

achievement of the Company’s goals and objectives (including management development and succession, safety performance, working capital management, growth in profitability and volume, and effective capital allocation).

​

The Compensation Committee has linked a substantial majority of our executives’ total direct compensation directly to the achievement of specific, pre-established Company performance targets. In 2024, approximately 74% of our CEO’s and 70% of our other NEOs’ target total direct compensation was tied to performance targets. While most of our NEOs’

 

COMPENSATION DISCUSSION AND ANALYSIS

target total direct compensation is tied to annual and long-term performance objectives, the Company does not have a prescribed formula as to what those pay elements should be as a percentage of each executive’s total pay.

Relationship Between Pay and Performance

The majority of our executives’ compensation is tied to performance through annual cash incentive awards and long-term equity incentive awards. Management once again delivered industry-leading operating results in 2024, with cash flow from operations being the third highest in the Company’s history, and each of sales and diluted earnings per share being the fourth highest in the Company’s history.

Annual Cash Incentive Award Plan

Consistent with the delivery of industry-leading results in 2024, each NEO received payments under our annual cash incentive plan: (i) above the target but below the maximum level under the Pretax Income Margin metric; and (ii) at the maximum level under the Tons Sold Growth metric, resulting in a total payout equal to 215.8% of base salary for each NEO.

For 2024, 90% of the award opportunity available under the annual cash incentive plan was based on the Company’s Pretax Income Margin and 10% of the award opportunity was based on Tons Sold Growth relative to an industry benchmark. In 2024, the target allocation of the cash incentive award between the two separate performance metrics was as follows:

INCENTIVE PAY MIX AS A PERCENTAGE OF BASE SALARY AT TARGET RESULTS

As in prior years, the NEOs’ total target annual cash incentive opportunity in 2024 was 150% of individual base salary if the targets were achieved. Of this amount, 135% of base salary would be earned upon achievement of the target Pretax Income Margin objective, and 15% of base salary would be earned upon achievement of the target Tons Sold Growth objective.

The Pretax Income Margin portion of the 2024 annual cash incentive plan opportunity was established on a sliding scale, and the rigor of the objectives was increased from 2023 as set forth below:

2024 Pretax Income Margin (calculated in accordance with our annual cash incentive plan) was 8.44%, which resulted in each NEO earning an award under the 2024 Pretax Income Margin portion of the annual cash incentive plan equal to 185.8% of their base salary as determined by mathematical interpolation.

 

COMPENSATION DISCUSSION AND ANALYSIS

The Tons Sold Growth portion of the 2024 annual cash incentive plan opportunity was also established on a sliding scale as set forth in the table below. For 2024, as shown in the table below, the Compensation Committee set the portion of the target annual cash incentive award to be earned based upon tons sold at 15% of base salary, which amount would be earned if tons sold exceeded the MSCI Benchmark by 1.0%. The maximum award of 30% of base salary would be earned if tons sold exceeded the MSCI Benchmark by 2.0%. No payment under the tons sold metric would be made if the Company’s tons sold underperformed the MSCI Benchmark. Mathematical interpolation would be applied to determine the actual incentive award for tons sold in excess of the MSCI Benchmark up to the maximum of 2.0%.

2024 Tons Sold Growth (calculated in accordance with our annual cash incentive plan) was 6.0% in excess of the MSCI Benchmark, which resulted in each NEO receiving the maximum award, or 30% of base salary, under the portion of the 2024 annual cash incentive plan related to the Tons Sold Growth metric.

The Compensation Committee, in consultation with Pay Governance and with input from management, selected Pretax Income Margin and Tons Sold Growth as the performance metrics for the annual cash incentive opportunity for 2024. The Compensation Committee selected Pretax Income Margin because it aligns with how management and the Board measure the Company’s performance and is typically one of the most important metrics used in the Company’s corporate and operational decision-making in evaluating how well management converts revenues into pretax profit. Tons Sold Growth was selected as a second performance metric by the Compensation Committee because it promotes growth, compares the Company’s performance against an industry indicator, and complements and achieves an appropriate balance with the Pretax Income Margin metric. The combination of maintaining or increasing our gross profit margin, which is a key driver of our pretax margin, and increasing our tons sold are critical to our growth strategy. As discussed under “Changes to 2025 Annual Cash Incentive Plan”, below, the Compensation Committee increased the weighting of the Tons Sold Growth under the Annual Cash Incentive Plan for 2025. No changes were made to the aggregate target annual cash opportunity as a percentage of base salary for 2025.

The targets and actual cash incentive awards made to our NEOs in 2024 were as follows:

Long-Term Equity Incentive Compensation Plan

The Compensation Committee makes annual awards of both service-based and performance-based long term equity incentive compensation. The allocation of performance-based and service-based equity awards is intended to balance performance and retention objectives. In striking an appropriate balance between performance-based and service-based equity awards, the Compensation Committee seeks to incentivize strong performance while also strengthening the retention aspects of the long-term equity awards since the Company does not maintain employment agreements with its officers. In 2023 and 2024, a significant majority of the target long-term equity awards issued to the NEOs was performance-based and the remaining awards were service-based, reinforcing the performance orientation of the Company’s compensation program. In 2024 and 2025, 80% of the CEO, CFO and COO’s target equity awards are performance-based and 70% of the other NEO’s target equity awards are performance-based.

The NEOs’ performance-based equity awards are tied to achieving an ROA target over a three-year measurement period. The Compensation Committee has determined that a three-year ROA measurement period, which is directly influenced by management’s decisions and market conditions, is an effective metric to measure management’s long-term performance. ROA also complements and achieves an appropriate balance with the one-year Pretax Income Margin and

 

COMPENSATION DISCUSSION AND ANALYSIS

Tons Sold Growth metrics under the annual cash incentive award program by holding management responsible for the efficient use of assets to produce growth and operating profits over a multi-year period. The issued and outstanding 2023, 2024 and 2025 performance-based equity awards will vest if the Company achieves an ROA result at or above a minimum threshold over the applicable three-year performance periods, subject to a prescribed maximum.

In 2024, the Compensation Committee made the performance-based equity awards more demanding by increasing the ROA targets and changed the allocation of performance-based and service-based equity awards for certain of the NEOs.

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

Results for the performance-based equity awards granted in 2022 were determined in the first quarter of 2025 based on the Company’s ROA in the three-year measurement period from January 1, 2022 through December 31, 2024. The Company’s ROA in the three-year measurement period was 17.86%, which is in excess of the maximum performance goal and resulted in the maximum number of awards vesting, or 200% of target.

 

COMPENSATION DISCUSSION AND ANALYSIS

Key Executive Compensation Practices

What We Do

What We Don’t Do

 

COMPENSATION DISCUSSION AND ANALYSIS

2024 Say On Pay Vote

In 2024, our stockholders overwhelmingly approved, on a non-binding, advisory basis, the compensation of our NEOs, with approximately 89% of the votes cast in favor of such compensation. In addition, we believe our stockholders have been highly supportive of our compensation program, as demonstrated by our say-on-pay voting results achieving at least 89% of the votes cast in favor of such compensation in each of the last five years from 2020 through 2024. The Compensation Committee considers the favorable advisory vote as support for its belief that the Company’s pay-for-performance policy operates as it was designed, aligning the interests of our executive officers and stockholders and driving the NEOs’ performance to enhance long-term stockholder value and achieve Company objectives. As discussed under “Changes to 2025 Annual Cash Incentive Plan” below, the Compensation Committee increased the weighting of the Tons Sold Growth metric under the annual cash incentive plan in 2025, but no changes were made to the aggregate target annual cash opportunity as a percentage of base salary in 2025.

OVERVIEW OF OUR EXECUTIVE COMPENSATION PROGRAM

Compensation Program Objectives

Our compensation program is designed and managed to align executive compensation with Company performance, motivate our executives to deliver financial and operating results that create and maximize value for our stockholders, and attract and retain key executive talent. While the Compensation Committee has structured individual components of pay to vary from market medians, it aims for our NEOs’ target total compensation to approximate the market median when performance targets are achieved. We believe it is important that our executive compensation program:

•

Aligns the interests of our executives with those of our stockholders. We align the financial interests of our executive officers with the interests of our stockholders by tying the majority of our executives’ incentive compensation directly to Company performance. In addition, we have implemented significant stock ownership requirements for our executive officers to strengthen the alignment of their interests and our stockholders’ interests.

​

•

Promotes and maintains a performance- and achievement-oriented culture. In 2024, approximately 74% of our CEO’s and 70% of our other NEOs’ target total direct compensation was tied to performance metrics. We establish performance targets that are demanding, support our strategic and financial objectives, and promote long-term stockholder value, without encouraging unnecessary or excessive risk-taking.

​

•

Is competitive. Our program is designed to attract, retain and motivate talented and skilled executives. As such, we structure target total direct compensation to be competitive with the median compensation paid by companies with whom we may compete for executive talent, including those in our executive compensation peer group. While individual components of pay may vary from market medians, we aim for target total direct compensation to approximate market median when performance targets are achieved.

​

The Company enjoys a team-oriented corporate culture and rewards the entire team of corporate officers for their collaborative effort that is reflected in the Company’s industry-leading performance. Attracting and retaining a team of outstanding corporate officers with complementary skills and expertise has proven successful for the Company’s growth, both organically and through acquisitions, and for maintaining the Company’s profitable financial performance, each of which enhances stockholder value. In order to promote our team culture, the Compensation Committee considers internal pay equity when setting compensation levels for our executives. This team approach is best illustrated by our annual cash incentive award program in which all NEOs have the same target annual cash incentive award opportunity (150% of their respective base salaries) based on the same performance objectives.

Elements of Compensation

A summary of the main elements of our executive compensation program is set forth below:

 

COMPENSATION DISCUSSION AND ANALYSIS

 

COMPENSATION DISCUSSION AND ANALYSIS

Allocation of Compensation Components

Our executive officers are compensated with a balanced combination of the elements described above that vary by:

•

type of compensation (fixed, variable, service-based and performance-based);

​

•

with respect to performance-based compensation, length of the performance period (annual and long-term);

​

•

form of compensation (cash and equity); and

​

•

with respect to equity compensation, performance-based and service-based.

​

We believe this balanced allocation supports our compensation objectives, including alignment of our executives’ and our stockholders’ interests, the retention of our key executives, mitigation of excessive risk taking and appropriate emphasis of pay-for-performance. The Compensation Committee has designed the overall compensation program to ensure that a significant majority of our executives’ compensation is subject to the Company’s annual and long-term performance as well as stock price appreciation. Although a significant majority of our NEOs’ compensation is tied to Company performance, the Compensation Committee has no pre-determined mix or allocation among the various elements. The following chart illustrates the targeted allocation of the principal compensation components for our NEOs in 2024. The percentages reflect the NEOs’ 2024 salaries and target annual cash incentive compensation, as well as the grant date fair values of both service-based RSUs and the target number of performance-based RSUs granted in 2024.

 

COMPENSATION DISCUSSION AND ANALYSIS

Mix of Principal Compensation Components

TOTAL PAY MIX AS A PERCENTAGE OF BASE SALARY AT TARGET RESULTS

HOW WE MAKE DECISIONS REGARDING EXECUTIVE COMPENSATION

Compensation Committee and Independent Directors

The Compensation Committee, which is composed entirely of independent directors, oversees our executive compensation program. NEO compensation is subject to final approval by the independent directors of the Board upon recommendation of the Compensation Committee.

Each year, the independent directors of the Board review and evaluate the CEO’s performance. The Compensation Committee and the independent directors of the Board incorporate the CEO’s performance review — along with other data including the Company’s financial results, achievement of the Company’s goals and objectives in the past year and the proposed objectives for the coming year — into their analysis of the CEO’s total compensation and their consideration of the appropriate mix and structure of the elements of the CEO’s total compensation.

At the request of the independent directors, our CEO annually provides a review and evaluation of each of the executive officers, including the NEOs (other than the CEO), identifying accomplishments in the past year, achievement of objectives and results, executive development and proposed objectives for the coming year. The Compensation Committee incorporates the CEO’s reviews of the other NEOs, along with other data including the Company’s financial results and other achievements, into its analysis of the other NEOs’ total compensation and its consideration of the appropriate mix and structure of the elements of the other NEOs’ total compensation.

The Compensation Committee also reviews data provided by its independent compensation consultant, Pay Governance, as well as the appropriate mix and structure of the various elements of total compensation, in determining the total compensation of the CEO and the other NEOs. The Compensation Committee analyzes the proposed total direct compensation package (or the total of base salary, annual cash incentive and long-term incentives) before making any recommendations regarding individual elements of NEO compensation. The Compensation Committee formulates preliminary recommendations on the amount and type of compensation to be paid to the CEO and the other NEOs. The Compensation Committee then discusses with the CEO its preliminary recommendations with respect to the NEOs (other than the CEO) and presents its final recommendations to the independent directors of the Board in executive session. The independent directors of the Board make the final determination of and approve the compensation paid to the CEO and the other NEOs.

To ensure that the NEOs and our other executive officers are compensated in a manner consistent with our strategy, competitive market practices, sound corporate governance principles and stockholder interests, the Compensation Committee regularly evaluates our executive compensation program. When doing so, the Compensation Committee considers the needs of the business, peer practices, external trends, and the results of our annual say-on-pay vote. The

 

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee also seeks advice from its independent compensation consultant as well as input from executive management.

Independent Compensation Consultant

The Compensation Committee annually engages an independent compensation consultant to assist it in connection with the review and evaluation of the total compensation package provided to the NEOs and the individual elements thereof. In 2024, the Compensation Committee engaged Pay Governance as its independent compensation consultant. Pay Governance reports directly to the Compensation Committee and neither it nor any of its affiliates provided any services to the Company, other than the services to the Compensation Committee with respect to executive compensation and the Nominating and Governance Committee with respect to reviews of our director compensation, which the Board believes does not interfere with the independence of the consultant. The Compensation Committee conducted an assessment of Pay Governance’s independence, taking into account the factors specified in the NYSE listing standards as well as information provided by Pay Governance, and based on that assessment, determined that Pay Governance is independent.

Compensation Committee Review of Executive Compensation Peer Group and Other Data

The Compensation Committee considers information from a variety of sources when making decisions regarding NEO compensation. The Compensation Committee analyzes both the individual elements and the total compensation package for each NEO, as well as the relationship of those packages among the NEOs.

Together with its independent compensation consultant, the Compensation Committee reviews our financial statements and compares our financial results with those of both our executive compensation peer group and our industry peer group, as well as other factors specifically impacting the metals industry, and compares compensation information for our NEOs with that available for comparable executives. In determining each executive’s total compensation package, the Compensation Committee considers both qualitative and quantitative criteria, as well as the CEO’s recommendations and performance evaluations, and historical compensation records of the Company. Although a significant majority of compensation is tied to Company performance, the Compensation Committee has no pre-determined mix or allocation among the various elements of compensation.

The Compensation Committee annually reviews and, as appropriate, revises the executive compensation peer group in an effort to assure the group continues to reflect any changes in the Company’s business, strategy, and size as measured by revenue, stock market capitalization, and other factors. The Compensation Committee also considers additional factors such as the Company’s stock performance as compared with standard indices, such as the S&P 500, as well as our industry peer group. The Compensation Committee reviews the issued and outstanding but unvested equity awards and common stock actually held by each NEO and recognizes that the NEOs are directly impacted by the Company’s stock price and, accordingly, their interest in the Company’s performance and the impact it has on the market value of the Company’s stock is closely aligned with that of the Company’s stockholders.

The combination of these analyses helps the Compensation Committee assess how our NEOs are compensated compared to their peers—in terms of individual components and total compensation, the reasonableness of the Company’s incentive plan objectives, the alignment of pay and performance, the potential need for recalibration of the Company’s pay and incentive goals, and the actual elements of NEO compensation.

Executive Compensation Peer Group

There are no public companies in the metals service center industry that are closely comparable to the Company in terms of size, stock market capitalization, complexity and financial performance. Accordingly, in considering executive compensation for 2024, as in prior years, the Compensation Committee and the independent compensation consultant used the executive compensation peer group set forth below.

The Compensation Committee, with input from executive management and the independent compensation consultant, annually reviews specific criteria and recommendations regarding companies to add or remove from the peer group to ensure that the companies in the peer group remain relevant and provide meaningful compensation comparisons. The Compensation Committee strives to maintain consistency in the peer group from year-to-year and only makes changes when appropriate in consultation with Pay Governance and executive management.

 

COMPENSATION DISCUSSION AND ANALYSIS

The executive compensation peer group includes companies in the metals processing and distribution industry as well as industrial and manufacturing companies of comparable size in terms of revenues and/or stock market capitalization and complexity. The executive compensation peer group has been constructed, in part, such that the Company’s revenues, stock market capitalization, enterprise value and invested capital generally approximate the median of the executive compensation peer group companies. However, the industrial and manufacturing companies in this peer group are not impacted at all, or are affected to a lesser degree than Reliance, by fluctuations in metal pricing. The executive compensation peer group for 2024 compensation purposes did not change from 2023 and consisted of the following companies:

Analysis of 2024 Company and Executive Compensation Peer Group Compensation

In 2024, the Compensation Committee reviewed the Company’s financial statements and stock performance in comparison to the executive compensation peer group’s most currently available financial and stock market data. Consistent with the Company’s pay-for-performance philosophy, the Compensation Committee also considered the total direct compensation (base salary, annual cash incentive award and equity awards) and retirement plan benefits of the NEOs as compared to comparable officers in the executive compensation peer group.

Compared to the executive compensation peer group (based on each peer group member’s most recently released annual financial statements):

•

the Company ranked at the 36th percentile for revenues in 2024;

​

•

the Company’s Pretax Income Margin ranked at the 48th percentile in 2024; and

​

•

the Company’s return on total assets ranked at the 68th percentile in 2024 and 80th percentile for the five-year period ended December 31, 2024.

​

Based on information provided by the independent compensation consultant, the Compensation Committee determined that in 2024 the target total direct compensation of: (i) our President and CEO, and CFO approximated the 30th percentile of the comparable officers in our executive compensation peer group; (ii) our COO approximated the 70th percentile of the chief operating officers in our executive compensation peer group; and (iii) the target total direct compensation of our other NEO approximated the 60th percentile of the comparable executive officers in our executive compensation peer group.

Internal Pay Equity

The Compensation Committee broadly considers internal pay equity when setting compensation levels for our executives in order to foster a team culture among the executive officers. Our executive compensation program uses the same compensation components for all of our NEOs, with a few exceptions.

In 2024 and 2025, 80% of the CEO, CFO and COO target equity awards are performance-based and 70% of the other NEO’s target equity awards are performance-based. Our annual cash incentive award program provides all NEOs the same target annual cash incentive award opportunity of 150% of their respective base salary based on identical performance objectives.

PRINCIPAL COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

Base Salary

The base salary payable to each of our NEOs is the minimum compensation that such executive receives in any year. Base salaries reflect the individual skills, experience and roles and responsibilities of the NEO within the Company.

 

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee reviews NEO salaries annually and makes adjustments to reflect merit, promotion or change in role and changes in market salaries for similar positions.

In July 2024, after a review of the base salaries of comparable officers at companies in our executive compensation peer group and in consultation with the independent compensation consultant, the Compensation Committee recommended, and the independent directors of the Board approved, base salary increases for the NEOs as follows: 4.0% for Mrs. Lewis, 4.0% for Mr. Koch, 5.2% for Mr. Ajemyan and 4.0% for Mr. Smith.

These base salary increases were effective as of July 2024. Consistent with our historical pay practices, even after these adjustments, base salaries as a percentage of our NEOs target compensation continued to approximate the 25th percentile compared to comparable officers in our executive compensation peer group.

We do not have employment agreements with any of our executive officers. No executive officer has a minimum base salary or guaranteed salary increase.

Annual Cash Incentive Awards

In 2024, the Compensation Committee employed Pretax Income Margin and Tons Sold Growth as the metrics for measuring the Company’s financial performance under the annual cash incentive plan. The Compensation Committee selected Pretax Income Margin because it aligns with how management and the Board measure the Company’s performance and is typically one of the most important metrics used in the Company’s corporate and operational decision-making in evaluating how well management converts revenues into pretax profit. Tons Sold Growth was selected as a performance metric by the Compensation Committee because it is a key performance indicator used by the Board and management to measure and evaluate one of the important underlying performance elements of the Company’s business. Tons Sold Growth is calculated consistent with our financial reporting and excludes the Company’s toll processed tons. The Compensation Committee believes that Tons Sold Growth is a key performance indicator used by the Board and management to measure and evaluate one of the important underlying performance elements of the Company’s business against the Company’s industry peers and because it motivates growth and complements and achieves an appropriate balance with the Pretax Income Margin metric.

In concert with the Company’s compensation philosophy of overweighting performance-based pay, our NEOs have annual cash incentive opportunities that may result in higher cash payments than those for comparable officers within our executive compensation peer group, but such awards are only payable if the Company meets demanding objectives.

This structure currently results in total target cash compensation that approximates the 30th percentile for our CEO, between the 60th percentile and 65th percentile for our CFO and COO, and near the 75th percentile for our other NEO compared to their respective counterparts in our executive compensation peer group.

Each NEO had a 2024 target annual cash incentive award of 150% of their respective base salary. In 2024, 90% of any award earned under the annual cash incentive plan was based on Pretax Income Margin and 10% of any award earned was based on Tons Sold Growth.

The Pretax Income Margin portion of the 2024 annual cash incentive plan opportunity which was adjusted from 2023 to make it more demanding, was established by the Compensation Committee on a sliding scale, ranging from zero for results below the 5.00% Pretax Income Margin threshold, 20% of base salary for results at the 5.00% Pretax Income Margin threshold, a target of 135% of base salary for results at 7.50% Pretax Income Margin and up to a maximum of 270% of base salary for results at Pretax Income Margin of 10.00% or higher. If the Company achieved a Pretax Income Margin within the range of 5.00% and 10.00%, then mathematical interpolation would be applied to determine the actual incentive award in the applicable range (threshold to target or target to maximum).

In addition to Pretax Income Margin, the Compensation Committee set a portion of the 2024 target annual cash incentive award to be earned based upon Tons Sold Growth at 15% of base salary, which amount would be earned if Tons Sold Growth exceeded the MSCI Benchmark by 1.0%. The maximum award of 30% of base salary would be earned if tons sold exceeded the MSCI Benchmark by 2.0%. No payment would be made under the Tons Sold Growth metric if the Company’s Tons Sold Growth underperformed the MSCI Benchmark. Mathematical interpolation is applied to determine the actual incentive award. As discussed under “Changes to 2025 Annual Cash Incentive Plan” below, the Compensation Committee increased the weighting of the Tons Sold Growth metric under the annual cash incentive plan in 2025, but no changes were made to the aggregate target annual cash opportunity as a percentage of base salary in 2025.

 

COMPENSATION DISCUSSION AND ANALYSIS

When analyzing the actual and potential payouts under the Company’s annual cash incentive plan, especially its maximum incentive awards and resulting cash compensation levels, the Committee found the plan supported its pay-for-performance principles in 2024.

Long-Term Equity Incentive Compensation

The Compensation Committee recommends grants of annual discretionary equity awards for the NEOs, but the independent directors of the Board approve all such grants. The Compensation Committee considers executive compensation peer group data from the independent compensation consultant as well as the recommendations of our CEO with respect to any grants of equity awards to the NEOs (other than the CEO) and other corporate officers and key employees.

In making its recommendations to the independent directors, the Compensation Committee considers the position of the NEO, his or her importance to the Company’s results and operations, his or her individual performance and contributions, the equity awards previously granted to that individual, the terms and market value of the equity grant, the total value of the equity grant and the relative number of such recommended grants among the various individuals then under consideration for grants, as well as the potential dilution and the related expense as a percentage of pretax income. The Committee also considers market data for executives in comparable positions within our executive compensation peer group.

In 2024, 80% of the target equity awards issued to each of our CEO, CFO and COO were performance-based and 70% of the other NEO’s target equity awards were performance-based.

The allocation of performance-based and service-based awards is intended to balance performance and retention objectives. In striking an appropriate mix between service- and performance-based equity awards, the Compensation Committee sought to design a program that incentivizes strong performance balanced with the retention value of our long-term equity awards since the Company does not maintain employment agreements with its executive officers. Unvested performance-based equity awards will be forfeited if the Company’s ROA results in the three-year measuring period are not at or above the threshold. All service- and performance-based equity awards will be forfeited if the awardee voluntarily leaves the Company or is terminated for cause. The award agreements provide for prorated vesting if an awardee’s employment terminates (i) due to a qualifying retirement, death or disability or (ii) without cause following a change in control.

ROA for the performance period is calculated as the average annual ROA (operating income for the year (as adjusted for certain non-recurring items) divided by the average total assets for the year) in the three-year measurement period. Mathematical interpolation is applied to determine the actual incentive award if the calculated ROA result is within one of the prescribed ranges (threshold to target or target to maximum).

The grant date fair value of RSU awards granted in 2024 to (i) the CEO and CFO fell below the 25th percentile, (ii) the COO approximated the 75th percentile, and (iii) the other NEO fell between the 25th and 50th percentiles of the equity awards granted to comparable officers in our executive compensation peer group.

Results for the performance-based equity awards granted in 2022 were determined in the first quarter of 2025 and resulted in 200% of the target number of awards vesting based on an ROA of 17.86% for the three-year performance period ended December 31, 2024.

Each of ROA and Pretax Income Margin provide different insight into the Company’s financial performance. Pretax Income Margin is a measure of how well a company converts revenues into pretax profit while ROA measures how well a company uses its assets to generate profits. The Compensation Committee believes having a combination of these metrics in our incentive structures provides for a balanced approach to measuring financial performance as it ensures the company places equal emphasis on efficiently using its assets and converting more profit per dollar of revenue before taxes.

 

COMPENSATION DISCUSSION AND ANALYSIS

SERP and Deferred Compensation Plan

SERP. In 1996, the Company adopted the SERP to provide post-retirement benefits to certain of our executive officers and other key employees at that time and also to provide for a pre-retirement death benefit. The SERP was amended and restated effective as of January 1, 2009 at which time it was frozen to new participants. Among other things, the 2009 amendment and restatement reduced the benefit amount to 38% of the average of the participant’s highest five years total cash compensation during the final ten years of employment (down from 50% and including offsets for the value of Company contributions to the Reliance, Inc. Master 401(k) Plan (the “401(k) Plan”) and the Reliance, Inc. Employee Stock Ownership Plan (“ESOP”) as well as social security benefits). Because of her long tenure with the Company, Mrs. Lewis is the only remaining active participant in the SERP.

Deferred Compensation Plan. The Company adopted the Deferred Compensation Plan to provide supplemental retirement benefits to certain key employees as well as to combine and replace certain deferred compensation plans and supplemental executive retirement plans that existed at certain companies when we acquired them. The Deferred Compensation Plan does not provide for any minimum or guaranteed rate of return.

The Deferred Compensation Plan was amended and restated effective January 1, 2013 to allow all corporate officers and subsidiary officers to participate. Messrs. Ajemyan, Koch and Smith received Company contributions under the Deferred Compensation Plan in 2024.

The Compensation Committee considers the SERP benefits and any benefits under the Deferred Compensation Plan in its analysis of each of the NEOs’ total compensation. 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 benefit values for Messrs. Ajemyan, Koch, and Smith were between the 25th and 50th percentiles.

Other Benefits

Perquisites. No perquisites are provided to the Company’s NEOs.

Other Benefits. Other than the SERP and the Deferred Compensation Plan, described above, the NEOs participate in the Company’s standard health, welfare, retirement, and other employee benefit plans, such as the 401(k) Plan and the ESOP, on the same basis as these benefits are generally available to all eligible employees. The ESOP plan is closed to new enrollment and the Company is not currently making annual contributions to the plan.

ADDITIONAL INFORMATION

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

We do not have individual employment agreements that provide change in control or severance benefits to any of our executive officers, including the NEOs. We have been successful in attracting and retaining an experienced and effective management team without the use of such agreements. Most of our executives have been with Reliance for many years and have built their careers at Reliance and/or its subsidiaries. On average, our NEOs have more than 25 years’ tenure with Reliance. Generally, if an awardee ceases to be employed by the Company before his or her RSU awards vest, the issued and outstanding awards are forfeited on the date the awardee is terminated. However, the awardee (or their beneficiary) is eligible to receive a prorated payout of his or her award based on the number of days employed during the vesting period if the termination of employment is without cause following a change in control or results from death, disability, or a qualifying retirement. For purposes of a participant’s equity awards, a “qualifying retirement” means a termination of employment (other than for cause) after the participant has attained age 62 and completion of at least 10 consecutive years of service with the Company or a subsidiary. Each of our executive officers, including the NEOs, is subject to a customary confidentiality and trade secrets agreement with the Company.

 

COMPENSATION DISCUSSION AND ANALYSIS

The following table and discussion set forth the estimated incremental value that would have been transferred to each NEO under various scenarios relating to a termination of employment if such termination had occurred on December 31, 2024. The actual amounts that would be paid to any NEO upon termination of employment can only be determined at the time of an actual termination of employment and would vary from those listed below.

Estimated Benefits Upon Termination or Change in Control