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:

☐

Preliminary Proxy Statement

​

☐

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

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material Pursuant to §240.14a-12

​

(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):

☒

No fee required.

​

☐

Fee paid previously with preliminary materials.

​

☐

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

​

   

Reliance, Inc.
735 N. 19th Avenue
Phoenix, Arizona 85009
(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/​RS2026 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/RS2026.				​	​

​	Time and Place				​
​		​	​	May 20, 2026 10 a.m. Pacific Daylight Time (PDT)	​
​		​	​	Electronically via live webcast accessible at www.virtualshareholdermeeting.com/RS2026	​
​	Record Date				​
​		​	​	Only stockholders at the close of business on March 27, 2026 are entitled to notice of, and to vote at, the 2026 annual meeting of stockholders (the “Annual Meeting”) or any adjournments thereof.	​

Items of Business				​	​	Voting Recommendation	​
1	​	​	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.	​	​	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 2026.	​	​	FOR	​
4	​	​	To consider a stockholder proposal, if properly presented at the Annual Meeting.	​	​	AGAINST	​
5	​	​	To transact such other business, if any, as properly comes before the meeting or any adjournment thereof.	​	​	​	​

 

   

PROXY STATEMENT
TABLE OF CONTENTS

​	Proxy Summary	​	​	​	​	1	​	​
​	Voting Information	​	​	​	​	8	​	​
​	Information Concerning Our Common Stock	​	​	​	​	10	​	​
​	Proposal No. 1 – Election of Directors	​	​	​	​	11	​	​
​	Proposal No. 2 – Advisory Vote on the Approval of the Compensation of Our Named Executive Officers	​	​	​	​	12	​	​
​	Proposal No. 3 – Ratification of Independent Registered Public Accounting Firm	​	​	​	​	13	​	​
​	Proposal No. 4 – Stockholder Proposal Requiring Directors to Depart the Board Within Nine Months of Failing to Receive a Majority Vote	​	​	​	​	15	​	​
​	Board of Directors and Management	​	​	​	​	18	​	​
​	Compensation Discussion and Analysis	​	​	​	​	29	​	​
​	Executive Summary	​	​	​	​	29	​	​
​	2025 Financial and Operating Highlights	​	​	​	​	30	​	​
​	Changes to 2025 Incentive Plans	​	​	​	​	31	​	​
​	Executive Compensation Program Design	​	​	​	​	32	​	​
​	Relationship Between Pay and Performance	​	​	​	​	33	​	​
​	Key Executive Compensation Practices	​	​	​	​	36	​	​
​	2025 Say on Pay Vote	​	​	​	​	37	​	​
​	Overview of Our Executive Compensation Program	​	​	​	​	37	​	​
​	Compensation Program Objectives	​	​	​	​	37	​	​
​	Elements of Compensation	​	​	​	​	37	​	​
​	Allocation of Compensation Components	​	​	​	​	39	​	​
​	Mix of Principal Compensation Components	​	​	​	​	40	​	​
​	How We Make Decisions Regarding Executive Compensation	​	​	​	​	40	​	​
​	Compensation Committee and Independent Directors	​	​	​	​	40	​	​
​	Independent Compensation Consultant	​	​	​	​	41	​	​
​	Compensation Committee Review of Executive Compensation Peer Group and Other Data	​	​	​	​	41	​	​
​	Executive Compensation Peer Group	​	​	​	​	41	​	​
​	Analysis of 2025 Company and Executive Compensation Peer Group Compensation	​	​	​	​	42	​	​
​	Internal Pay Equity	​	​	​	​	42	​	​
​	Principal Components of Our Executive Compensation Program	​	​	​	​	42	​	​
​	Base Salary	​	​	​	​	42	​	​
​	Annual Cash Incentive Award	​	​	​	​	43	​	​
​	Long-Term Equity Incentive Compensation	​	​	​	​	43	​	​
​	SERP and Deferred Compensation Plan	​	​	​	​	44	​	​

​	Other Benefits	​	​	​	​	45	​	​
​	Additional Information	​	​	​	​	45	​	​
​	No Employment Agreements; Potential Payments Upon Termination or Change in Control	​	​	​	​	45	​	​
​	Executive Severance Policy	​	​	​	​	45	​	​
​	Estimated Benefits Upon Termination or Change in Control	​	​	​	​	46	​	​
​	Stock Ownership Requirements	​	​	​	​	47	​	​
​	Clawback and Recoupment Policy	​	​	​	​	48	​	​
​	Hedging and Pledging Policies	​	​	​	​	48	​	​
​	Tax and Accounting Considerations	​	​	​	​	48	​	​
​	Compensation Committee Report	​	​	​	​	50	​	​
​	Executive Compensation Tables	​	​	​	​	51	​	​
​	Summary Compensation Table	​	​	​	​	51	​	​
​	Grants of Plan Based Awards	​	​	​	​	52	​	​
​	Option Exercises and Stock Vesting	​	​	​	​	53	​	​
​	Outstanding Equity Awards at Fiscal Year-End	​	​	​	​	53	​	​
​	Pension Benefits	​	​	​	​	54	​	​
​	Nonqualified Deferred Compensation	​	​	​	​	54	​	​
​	Equity Compensation Plan Information	​	​	​	​	55	​	​
​	Pay Ratio Disclosure	​	​	​	​	55	​	​
​	Pay Versus Performance	​	​	​	​	56	​	​
​	Director Compensation	​	​	​	​	60	​	​
​	Director Compensation Table	​	​	​	​	60	​	​
​	Securities Ownership of Certain Beneficial Owners and Management	​	​	​	​	61	​	​
​	Board of Directors and Corporate Governance	​	​	​	​	63	​	​
​	Executive Sessions and the Independent, Non-executive Chair	​	​	​	​	67	​	​
​	Director Stock Ownership Requirements	​	​	​	​	69	​	​
​	Compensation Committee Interlocks and Insider Participation	​	​	​	​	69	​	​
​	Audit Committee Report	​	​	​	​	70	​	​
​	Related Person Transactions and Indemnification	​	​	​	​	71	​	​
​	Participation in the Annual Meeting	​	​	​	​	72	​	​
​	Stockholder Proposals and Nominations for the 2027 Annual Meeting	​	​	​	​	73	​	​
​	Stockholders Sharing the Same Address	​	​	​	​	74	​	​
​	Annual Report	​	​	​	​	75	​	​

Reliance, Inc.
735 N. 19th Avenue
Phoenix, Arizona 85009
(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, 2025. 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 27, 2026 (the “Record Date”), you can attend the Annual Meeting online, vote your shares electronically, and submit your questions by visiting www.virtualshareholdermeeting.com/RS2026. 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 72.

The Company anticipates that the Notice of Internet Availability will first be mailed on or about April 2, 2026 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 2, 2026.

 

CORPORATE GOVERNANCE HIGHLIGHTS (see page 63)

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 corporate responsibility section of our website at https://www.reliance.com/environmental-social-and-governance/ for further information on our corporate citizenship and sustainability initiatives.

The website addresses presented above and elsewhere in this proxy statement are intended to be inactive textual references only, and the information contained on our website is not part of this proxy statement and is not soliciting material.

 

BOARD NOMINEES

See Election of Directors on page 11

 

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 $12,000, plus reasonable 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 four 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 adjournment 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; FOR the ratification of KPMG LLP as our independent registered public accounting firm for 2026; and AGAINST the stockholder proposal requiring directors to depart the Board within nine months of failing to receive a majority vote.

We intend to make this proxy statement and accompanying material available to each stockholder on the internet beginning on or about April 2, 2026. An Annual Report on Form 10-K 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 stockholder letter is not incorporated in, and is not a part of, this proxy statement and does not constitute proxy-soliciting material.

If you are a stockholder of record as of March 27, 2026 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:

•

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

​

•

by voting electronically at the virtual meeting.

​

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.

 

VOTING INFORMATION

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 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, $0.001 par value per share. As of the record date of March 27, 2026, we had a total of 51,108,881 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, contingent on acceptance of that resignation by 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 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 within 90 days following certification of the election results, 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 the holders of a majority in voting power of the shares of common stock that are 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; (ii) ratify the engagement of KPMG LLP as our independent registered public accounting firm for 2026; and (iii) approve the stockholder proposal requiring directors to depart the Board within nine months of failing to receive a majority vote. Abstentions will count as votes against such proposals.

Broker non-votes will have no effect on Proposal Nos. 1, 2 and 4. 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 nine directors, eight of whom are independent, be elected to hold office until the 2027 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 18.

​

*

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

​

A majority of the votes cast is required for the election of each director at the 2026 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.

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 18.

 

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 2027 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 2026 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.

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 2026. 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:

•

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;

​

•

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

​

•

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 2026. 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.

 

   

PROPOSAL NO. 4 – STOCKHOLDER PROPOSAL REQUIRING DIRECTORS TO DEPART THE BOARD WITHIN NINE MONTHS OF FAILING TO RECEIVE A MAJORITY VOTE

In accordance with SEC rules, we have set forth below a stockholder proposal, along with the supporting statement of the stockholder proponent. The stockholder proposal and the supporting statement are included exactly as submitted to us by the stockholder proponent. The proposal may contain assertions about the Company or other matters that the Company believes are incorrect, but the Company has not attempted to refute all of those assertions. The Company disclaims responsibility for the accuracy and content of the stockholder proponent’s proposal and supporting statement. The stockholder proposal is required to be voted on at the Annual Meeting only if properly presented. The name and address of the stockholder proponent is set forth below.

As explained below, the Board of Directors unanimously recommends a vote “AGAINST” the stockholder proposal.

We have been advised that Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, who has represented to us that he has held for at least three years prior to the date of submission of his proposal 50 shares of our common stock, intends to submit the following proposal at the 2026 Annual Meeting:

 

PROPOSAL NO. 4 – STOCKHOLDER PROPOSAL REQUIRING DIRECTORS TO DEPART THE BOARD WITHIN NINE

MONTHS OF FAILING TO RECEIVE A MAJORITY VOTE

 

PROPOSAL NO. 4 – STOCKHOLDER PROPOSAL REQUIRING DIRECTORS TO DEPART THE BOARD WITHIN NINE​

MONTHS OF FAILING TO RECEIVE A MAJORITY VOTE​

 

   

BOARD OF DIRECTORS AND MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

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

 

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

 

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:

Brenda S. Miyamoto, 53, 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.

David P. DiBoyan, 56, became Vice President, Environmental, Health, and Safety in May 2025. From February 2018 until joining Reliance, Mr. DiBoyan was the Vice President, EHS at Hexcel Corporation (NYSE: HXL). From 2014 to 2017, he was the Global Director Environment, Health, Safety and Security of Chemtura Corporation until its acquisition by Lanxess AG. Mr. DiBoyan has over 35 years of environmental, health and safety experience, and is a board-certified safety professional (CSP) and certified industrial hygienist (CIH).

Jeffrey W. Durham, 63, became Vice President, Leadership and Development Advisor in January 2026. From January 2019 until January 2026, Mr. Durham served as Senior Vice President, Operations. 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.

Tricia Emmerman, 55, became Vice President, Enterprise Risk in January 2026. Ms. Emmerman joined Reliance in 2010 as Associate General Counsel. Prior to joining Reliance, Ms. Emmerman served as Corporate Counsel at Kilroy Realty Corporation and The Campbell’s Company and was an associate at the international law firms of Latham & Watkins and Davis Polk, where she practiced corporate law.

 

BOARD OF DIRECTORS AND MANAGEMENT

Michael R. Hynes, 59, became Vice President, Operations in January 2026. From July 2022 until January 2026, Mr. Hynes served as Senior Vice President, Operations. 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, 50, became Vice President, Health & Human Resources in May 2021, having been promoted from Executive Director, Health & Human Resources, a position she 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.

Brian M. Yamaguchi, 57, became Vice President, Supplier Development in July 2021, having previously served as Senior Director, Supplier Development, a position 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, 58, became Vice President, Tax in August 2012, having been promoted from Director, Tax, a position 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 2025 compensation decisions for our executives, including the Named Executive Officers (“NEOs”) identified below.

NAMED EXECUTIVE OFFICERS

EXECUTIVE SUMMARY

•

Net sales of $14.3 billion in 2025, up 3.3% year-over-year.

​

•

Record 6.4 million tons sold, up 400 thousand tons year-over-year, or 6.2%, far outpacing industry shipments which were down 1% year-over-year.

​

•

Gross profit margin declined 100 basis points year-over-year to 28.7%, primarily due to tariff-related temporary LIFO margin pressure. However, we increased FIFO gross profit margin by 80 basis points and FIFO pretax income by over $87 million.

​

•

Returned almost $850 million to our stockholders in 2025.

​

See “2025 Financial and Operating Highlights” below for a description of FIFO gross profit margin and FIFO pretax income, which are non-GAAP financial measures.

Consistent with both the philosophy and design of our compensation plans, compensation of our NEOs in 2025 aligned with our solid operational and financial performance. Our NEOs received payouts under our 2025 annual cash incentive plan equal to 156.4% of such NEO’s base salary compared to a payout of 215.8% for 2024; and the performance-based equity awards granted to our NEOs in 2023 that vested in 2025 paid out at 196.2% in February 2026, based on Company performance over the three-year performance measurement period ended December 31, 2025; each reflecting management’s delivery of industry-leading operating results.

 

COMPENSATION DISCUSSION AND ANALYSIS

2025 Financial and Operating Highlights

The following table highlights our financial and operating results in 2025 and 2024:

​

(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. Gross profit margin — FIFO is calculated as gross profit plus LIFO expense (or minus LIFO income) divided by net sales. Pretax income — FIFO is calculated as pretax income plus LIFO expense (or minus LIFO income). 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) excludes 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.

​

Net sales in 2025 were $14.29 billion, an increase of 3.3% from $13.84 billion in 2024, driven by record tons sold which increased 6.2%, partially offset by a 2.6% decline in average selling price per ton sold.

Same-store and total tons sold increased 5.3% and 6.2%, respectively, compared to 2024. Our growth in tons sold outperformed the 1.0% year-over-year decline in industry shipments reported by the MSCI.

Gross profit margin declined 100 basis points year-over-year to 28.7%, primarily due to tariff-related temporary LIFO margin pressure.

In 2025, earnings per diluted share were $13.98, and operating cash flow totaled $831.4 million. Excluding significant LIFO impacts in 2025 and 2024, earnings per share improved 14.5%.

We continued to execute our disciplined and balanced capital allocation strategy in 2025, returning $848.8 million to stockholders through $594.1 million of share repurchases and $254.7 million of dividends, while also investing $328.9 million in capital expenditures to support organic growth.

We have paid regular quarterly dividends to our stockholders for over 66 consecutive years without reduction or suspension. Since our 1994 IPO, we have increased our dividend 33 times, and our regular quarterly dividend rate has increased more than 700% since 2012, from $0.15 per share to $1.25 per share for the first quarter of 2026.

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, 2025 for a more detailed discussion of our results of operations in 2025 compared to 2024 and our financial condition.

Changes to 2025 Incentive Plans

In July 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

 

COMPENSATION DISCUSSION AND ANALYSIS

of the Company’s stockholders to increase the weighting of the Tons Sold Growth metric under the annual cash incentive plan for 2025 from 10% to 20% of the total opportunity. The Compensation Committee retained the same two performance metrics (Pretax Income Margin and Tons Sold Growth) for the annual cash incentive plan as in 2024 and prior years, but determined to place additional emphasis on the Tons Sold Growth metric due to its importance in promoting growth of the Company’s business and use by the Board and management as a key performance indicator in evaluating the Company’s performance.

Consistent with previous years, in 2025 each NEO had a target annual cash incentive award of 150% of their respective base salaries. For the 2025 annual cash incentive award, 80% of any award earned under the annual cash incentive plan was based on Pretax Income Margin and 20% of any award earned was based on Tons Sold Growth, compared to 90% and 10% for such metrics in 2024, respectively. The 2025 performance targets for each of the Pretax Income Margin metric and Tons Sold Growth metric were unchanged from 2024.

The allocation of the target annual cash incentive award between the two performance measures in 2025 and 2024 is set forth below:

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 95% approval in each of the last five years from 2021 through 2025. The Compensation Committee viewed the results of our 2025 say-on-pay vote as an affirmation by our stockholders of their support for the Company’s executive compensation program. Based on this support, the Compensation Committee has generally maintained the structure of our executive compensation program.

 

COMPENSATION DISCUSSION AND ANALYSIS

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 2025, 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’ 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 delivered industry-leading operating results in 2025, with a 6.2% increase in tons sold compared to an industry decline of 1.0%. Earnings per diluted share reported under our LIFO method of inventory valuation declined 10.2% from our fourth highest result in 2024, but increased 14.5% when excluding significant LIFO impacts in both years.

Annual Cash Incentive Award Plan

Consistent with the delivery of industry-leading results in 2025, each NEO received payments under our annual cash incentive plan: (i) above the threshold but below the target 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 156.4% of base salary for each NEO.

For 2025, 80% of the award opportunity available under the annual cash incentive plan was based on the Company’s Pretax Income Margin and 20% of the award opportunity was based on growth in tons sold relative to the MSCI Benchmark. In 2025, the target allocation of the cash incentive award between the two separate performance metrics was as follows:

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

 

COMPENSATION DISCUSSION AND ANALYSIS

The Pretax Income Margin portion of the annual cash incentive plan opportunity for 2025 was established on a sliding scale as set forth below:

These goals were unchanged from those used in 2024 as the Company and Committee believed they were sufficiently demanding and consistent with our pay-for-performance philosophy. 2025 Pretax Income Margin (calculated in accordance with our annual cash incentive plan) was 6.91%, which resulted in each NEO earning an award under the Pretax Income Margin portion of the annual cash incentive plan equal to 96.4% of their base salary as determined by straight-line interpolation within the applicable threshold to target payout range. See page 30.

For 2025, the Compensation Committee set the portion of the target annual cash incentive award to be earned based upon Tons Sold Growth at 30% of base salary, which amount would be earned if growth in tons sold exceeded the MSCI Benchmark by 1%. The maximum award of 60% of base salary would be earned if growth in tons sold exceeded the MSCI Benchmark by 2%. No payment under the Tons Sold Growth metric would be made if tons sold decline year-over-year or fail to exceed the MSCI Benchmark.

The Tons Sold Growth portion of the annual cash incentive plan opportunity for 2025 was established on a sliding scale as set forth in the table below.

As with our Pretax Income Margin goals, our Tons Sold Growth objectives were unchanged from those used in 2024. 2025 Tons Sold Growth (calculated in accordance with our annual cash incentive plan) was 7.27%, which resulted in each NEO receiving the maximum award, or 60% of base salary, under the portion of the 2025 annual cash incentive plan related to the Tons Sold Growth metric. See page 30.

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 2025. 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 and value creation strategy.

The target and actual cash incentive awards provided to our NEOs for 2025 were as follows:

 

COMPENSATION DISCUSSION AND ANALYSIS

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 2024, 2025 and 2026, 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 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 2024, 2025 and 2026 performance-based equity awards will vest if the Company achieves an ROA result at or above 7% over the applicable three-year performance periods, subject to a prescribed maximum.

The goals associated with the performance-based awards granted in 2025 and 2026 were unchanged from the performance-based awards granted in 2024. The performance-based awards granted in 2025 and 2026 will vest if the Company achieves an ROA result over a three-year performance period ending December 31, 2027 and 2028, respectively, at or above 7%. The three-year ROA performance metrics for the performance-based equity awards granted in 2024, 2025 and 2026 are set forth in the following table:

Results for the performance-based equity awards granted in 2023 were determined in February 2026 based on the Company’s ROA in the three-year measurement period from January 1, 2023 through December 31, 2025. The Company’s ROA in the three-year measurement period was 12.81%, which is above the target and resulted in 196.2% of the target number of awards vesting, based on straight-line interpolation within the applicable target to maximum payout range. See page 31.

 

COMPENSATION DISCUSSION AND ANALYSIS

Key Executive Compensation Practices

What We Do

What We Don’t Do

 

COMPENSATION DISCUSSION AND ANALYSIS

2025 Say On Pay Vote

In 2025, our stockholders overwhelmingly approved, on a non-binding, advisory basis, the compensation of our NEOs, with approximately 95% 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 95% of the votes cast in favor of such compensation in each of the last five years from 2021 through 2025. 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.

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. Payouts and compensation realized by our NEOs have been highly aligned with returns earned by our stockholders.

​

•

Promotes and maintains a performance- and achievement-oriented culture. In 2025, 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

 

COMPENSATION DISCUSSION AND ANALYSIS

in 2025. The percentages reflect the NEOs’ 2025 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 2025.

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

 

COMPENSATION DISCUSSION AND ANALYSIS

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 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 2025, 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 2025, 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 DISCUSSION AND ANALYSIS

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.

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 metals pricing. The executive compensation peer group for 2025 compensation purposes did not change from 2024 and consisted of the following companies:

Analysis of 2025 Company and Executive Compensation Peer Group Compensation

In 2025, 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 38th percentile for revenues in 2025;

​

•

the Company’s Pretax Income Margin ranked at the 33rd percentile in 2025; and

​

•

the Company’s return on total assets ranked at the 65th percentile in 2025 and 81st percentile for the five-year period ended December 31, 2025.

​

Based on information provided by the independent compensation consultant, the Compensation Committee determined that in 2025 the target total direct compensation of: (i) our CEO and CFO fell between the 25th and 50th percentile of the comparable officers in our executive compensation peer group; and (ii) the target total direct compensation of our other NEOs fell between the 50th and 75th percentile.

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, 2025 and 2026, 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 February 2025, 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 of approximately 2% effective January 1, 2025 (pro-rated to reset annual increase date to January 1 from July 1).

These base salary increases were effective as of January 1, 2025. Consistent with our historical pay practices, even after these adjustments, the base salaries of our NEOs continued to remain at or below the median results of 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

As described above in “Relationship Between Pay and Performance — Annual Cash Incentive Award Plan,” in 2025, 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.

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.