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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Reliance Steel & Aluminum Co.

(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 all boxes that apply):

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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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350 South Grand Avenue, Suite 5100
Los Angeles, California 90071
(213) 687-7700

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

​	​		​	​	May 18, 2022	​	​
​	​		​	​	10:00 a.m. PDT	​	​
​	​		​	​	Electronically via live webcast accessible at www.virtualshareholdermeeting.com/RS2022	​	​

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Only stockholders at the close of business on March 25, 2022 are entitled to notice of, and to vote at, the 2022 annual meeting of stockholders ( the ”Annual Meeting”) or any adjournments thereof.

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ITEMS OF BUSINESS

 

These items of business are more fully described in the accompanying proxy statement.

PROXY VOTING

DURING THE MEETING

To vote during the virtual meeting, visit www.virtualshareholdermeeting.com/RS2022 and use your 16-digit control number.

This year’s meeting will be a completely “virtual” meeting of stockholders. You can attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting at www.virtualshareholdermeeting.com/RS2022. An audio recording of the Annual Meeting will be available on the Investors section of our website at investor.rsac.com after the meeting.

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.

 

IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS

THIS PROXY STATEMENT, OUR ANNUAL REPORT TO STOCKHOLDERS, OUR 2021 ANNUAL REPORT ON FORM 10-K AND A PROXY FORM FOR VOTING ARE AVAILABLE ONLINE AT WWW.PROXYVOTE.COM BY USING THE 16-DIGIT CONTROL NUMBER PROVIDED TO YOU.

PROXY STATEMENT

TABLE OF CONTENTS

 

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement and in our Annual Report on Form 10-K for the year ended December 31, 2021. 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

​	​		​	​	May 18, 2022	​	​
​	​		​	​	10:00 a.m. PDT	​	​
​	​		​	​	Electronically via live webcast accessible at www.virtualshareholdermeeting.com/RS2022	​	​

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Only stockholders at the close of business on March 25, 2022 are entitled to notice of, and to vote at, the Annual Meeting or any adjournments thereof.

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PROXY VOTING

DURING THE MEETING

To vote during the virtual meeting, visit www.virtualshareholdermeeting.com/RS2022 and use your 16-digit control number.

1      2022 PROXY STATEMENT

PROXY SUMMARY

VOTING MATTERS

VIRTUAL STOCKHOLDER MEETING

This year’s meeting will be a “virtual” meeting of stockholders. If you were a stockholder as of the close of business on March 25, 2022 (the “Record Date”), you can attend the Annual Meeting online, vote your shares electronically, and submit your questions and view our list of stockholders as of the Record Date during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/RS2022. 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 10:00 a.m. Pacific Daylight Time. 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 84.

The Company anticipates that the Notice of Internet Availability will first be mailed on or about April 8, 2022 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.

RELIANCE STEEL & ALUMINUM CO.      2

PROXY SUMMARY

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 8, 2022.

CORPORATE GOVERNANCE HIGHLIGHTS​ (see page 74)​

3      2022 PROXY STATEMENT

PROXY SUMMARY

KEY EXECUTIVE COMPENSATION PRACTICES

RELIANCE STEEL & ALUMINUM CO.      4

PROXY SUMMARY

5      2022 PROXY STATEMENT

PROXY SUMMARY

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

We recognize a corporate social responsibility not only to our investors, but also to our people, their families and the communities in which we live and conduct our business. Accountability to our stockholders, employees, and communities, and 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 colleagues, are stewards of the natural environments in which we operate and give back to our communities.

We are committed to promoting the health, safety, and wellbeing of our employees and their families, as well as supporting the communities in which we live and work. We strive to foster a culture of excellence by generating industry leading results while operating responsibly, safely and ethically, minimizing environmental impacts, and leveraging the diversity of talent and perspectives within our family of companies.

Our commitment to corporate responsibility and sustainability is highlighted in our six core values—People, Diversity, Integrity, Leadership, Service and Partnerships. We have always focused on delivering strong financial results and returns to our stockholders, and we remain committed to doing so in a sustainable manner that respects the communities in which we operate.

In 2021, we completed a materiality assessment to determine the environmental, social and governance (“ESG”) issues that are most critical to our business and our stakeholders. As a result of the materiality assessment, we determined that Reliance’s most significant ESG issues are: (i) the health and safety of our colleagues; (ii) human capital management; (iii) emissions from company-operated trucks that deliver our products; and (iv) our overall energy usage. We expect to update this materiality assessment on a periodic basis to ensure it reflects changes in our business and the environment.

We look forward to communicating our progress over time as we continue to maintain focus on ESG matters. Please refer to the ESG section of our website at https://www.rsac.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 in our website is not part of this proxy statement and is not soliciting material.)

RELIANCE STEEL & ALUMINUM CO.      6

PROXY SUMMARY

Set forth below are some highlights of our corporate responsibility and sustainability initiatives.

7      2022 PROXY STATEMENT

PROXY SUMMARY

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PROXY SUMMARY

9      2022 PROXY STATEMENT

PROXY SUMMARY

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PROXY SUMMARY

11      2022 PROXY STATEMENT

PROXY SUMMARY

BOARD NOMINEES​ (see page 17)​

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PROXY SUMMARY

VOTING MATTERS AND RECOMMENDATIONS

13      2022 PROXY STATEMENT

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 $10,000, 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 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 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, FOR the ratification of KPMG LLP as our independent registered public accounting firm for 2022, and AGAINST the stockholder proposal requesting that the Company amend its proxy access bylaw.

We intend to make this proxy statement and accompanying material available to each stockholder on the internet beginning on or about April 8, 2022. An annual report, including a letter to our stockholders from our Chief Executive Officer; President; and our Senior Vice President, Chief Financial Officer, and 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 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.

RELIANCE STEEL & ALUMINUM CO.      14

VOTING INFORMATION

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 in person, electronically 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.

15      2022 PROXY STATEMENT

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 25, 2022, we had a total of 61,947,585 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 in person, electronically 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 named executive officers; (ii) ratify the engagement of KPMG LLP as our independent registered public accounting firm for 2022; and (iii) approve the stockholder proposal to amend our proxy access bylaw. Accordingly, abstentions will count as votes “AGAINST” such proposals.

Broker non-votes will have no effect on Proposal Numbers 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.

RELIANCE STEEL & ALUMINUM CO.      16

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

The Board proposes that ten directors, eight of whom are independent, be elected to hold office until the 2023 Annual Meeting of Stockholders and until their successors have been elected and qualified, subject to their earlier death, resignation or removal. Mr. Hoffman and Mrs. Lewis are not considered independent directors because Mr. Hoffman is our Chief Executive Officer and Mrs. Lewis is our President.

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 25.

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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 2022 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 of Directors currently has twelve members. Two directors, Sarah J. Anderson and Andrew G. Sharkey, III, will retire from the Board of Directors effective at the 2022 Annual Meeting, at which time the size of the Board will be reduced to ten 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 of Directors chooses to reduce the number of directors serving on the Board of Directors.

Certain information with respect to each nominee is set forth in “Board of Directors and Management” beginning on page 25.

17      2022 PROXY STATEMENT

 

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 named executive officers 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 named executive officers each year at the Annual Meeting. Accordingly, we anticipate that the next such vote will occur at the 2023 Annual Meeting of Stockholders.

In voting on this proposal, the Board of Directors encourages you to consider the detailed discussion of compensation matters in the Compensation Discussion and Analysis section, or CD&A, beginning on page 38.

The Board of Directors recommends that stockholders vote FOR the following resolution:

“RESOLVED, that the stockholders of Reliance Steel & Aluminum Co. approve, on an advisory basis, the compensation paid to Reliance Steel & Aluminum Co.’s named executive officers, as disclosed in the 2022 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 in person electronically 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.

RELIANCE STEEL & ALUMINUM CO.      18

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 $100,000.

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

The Audit Committee selected KPMG LLP as the Company’s independent registered public accounting firm for 2022. KPMG LLP has served as the Company’s independent registered public accounting firm since 2008. The Board of Directors ratified this selection.

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.

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At the Annual Meeting, stockholders will be asked to ratify and approve this selection. We are not required to have the stockholders ratify the selection of KPMG LLP as our independent registered public accounting firm. Nevertheless, we are presenting the selection of KPMG LLP to our stockholders because we believe it is a good corporate practice. 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 in person electronically or by proxy and entitled to vote is required to ratify the selection of KPMG LLP as our independent registered public accounting firm for 2022. 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.

RELIANCE STEEL & ALUMINUM CO.      20

PROPOSAL NO. 4 — STOCKHOLDER PROPOSAL REQUESTING PROXY ACCESS BYLAW AMENDMENT

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 2022 Annual Meeting:

21      2022 PROXY STATEMENT

PROPOSAL NO. 4 — STOCKHOLDER PROPOSAL REQUESTING PROXY ACCESS BYLAW AMENDMENT

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PROPOSAL NO. 4 — STOCKHOLDER PROPOSAL REQUESTING PROXY ACCESS BYLAW AMENDMENT

23      2022 PROXY STATEMENT

PROPOSAL NO. 4 — STOCKHOLDER PROPOSAL REQUESTING PROXY ACCESS BYLAW AMENDMENT

RELIANCE STEEL & ALUMINUM CO.      24

BOARD OF DIRECTORS AND MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

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

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(1)

Ms. Anderson and Mr. Sharkey are each retiring from the Board and not standing for re-election at the 2022 Annual Meeting. Accordingly, their biographies are not presented below.

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BOARD OF DIRECTORS AND MANAGEMENT

DIRECTORS

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BOARD OF DIRECTORS AND MANAGEMENT

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BOARD OF DIRECTORS AND MANAGEMENT

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BOARD OF DIRECTORS AND MANAGEMENT

29      2022 PROXY STATEMENT

BOARD OF DIRECTORS AND MANAGEMENT

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BOARD OF DIRECTORS AND MANAGEMENT

31      2022 PROXY STATEMENT

BOARD OF DIRECTORS AND MANAGEMENT

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BOARD OF DIRECTORS AND MANAGEMENT

33      2022 PROXY STATEMENT

BOARD OF DIRECTORS AND MANAGEMENT

RELIANCE STEEL & ALUMINUM CO.      34

BOARD OF DIRECTORS AND MANAGEMENT

35      2022 PROXY STATEMENT

BOARD OF DIRECTORS AND MANAGEMENT

EXECUTIVE OFFICERS

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

Arthur Ajemyan became Senior Vice President, Chief Financial Officer in February 2022. Mr. Ajemyan had served as Vice President, Chief Financial Officer since January 2021, having been promoted from Vice President, Corporate Controller, a position which he had held since May 2014. From 2012 to 2014, Mr. Ajemyan served as the Company’s Corporate Controller. From 2005 to 2012, Mr. Ajemyan held various positions in the accounting and finance department at Reliance, including Group Controller and Director of Financial Reporting. Prior to joining Reliance, Mr. Ajemyan, a certified public accountant (inactive), held various professional staff and manager positions at PricewaterhouseCoopers from 1998 to 2005.

Suzanne M. Bonner became Senior Vice President, Chief Information Officer in February 2022. Ms. Bonner became Vice President, Chief Information Officer in July 2019, having been promoted from Executive Director of Reliance Technology Solutions (“RTS”), a position which she had held since September 2013. Prior to that time, Ms. Bonner served as Director of Finance at RTS from September 2009 until September 2013. Ms. Bonner worked in various finance, accounting, and information systems positions before joining Reliance in 2009.

Jeffrey W. Durham became Senior Vice President, Operations in January 2019. From 2014 until January 2019, Mr. Durham was Vice President, Merchandising at EMJ. Mr. Durham joined EMJ in 1985 and has held various leadership roles in sales, general management and purchasing.

Stephen P. Koch became Senior Vice President, Operations in April 2010. From July 2007 until he joined Reliance, Mr. Koch was President of Chapel Steel Corp., a subsidiary of Reliance. Prior to that he held the positions of Executive Vice President of Chapel Steel Corp. from 2005 to June 2007, and Vice President of Chapel Steel Corp. from 1995 to 2005 and had previously served as Sales Manager of Chapel Steel Corp.

Sean M. Mollins became Senior Vice President, Operations in July 2021. From 2015 until being promoted to Senior Vice President, Operations, Mr. Mollins served as President of PDM Steel Service Centers, Inc., a subsidiary of Reliance. Mr. Mollins joined the Reliance family of companies in 2008 and has held leadership positions in sales and general management. Mr. Mollins began his career at Kaiser Aluminum Corp.

Michael P. Shanley was appointed Senior Vice President, Operations in April 2015. Mr. Shanley was President of Liebovich Bros., Inc., a subsidiary of Reliance, since September 2009, having been Vice President and General Manager of Hagerty Steel and Aluminum, a division of Liebovich Bros., from January 2005 to September 2009. Mr. Shanley joined Liebovich Bros. in 1978 and held various sales and management positions prior to 2005.

William A. Smith II was appointed Senior Vice President, General Counsel and Corporate Secretary in May 2015, having served as Vice President, General Counsel and Corporate Secretary since May 2013. From August 2009 to May 2013, Mr. Smith served as Senior Vice President, Chief Legal Officer and Secretary of Metals USA Holdings Corp., a publicly traded metals service center business acquired by Reliance in April 2013. From June 2005 to August 2008, Mr. Smith served as Senior Vice President, General Counsel and Secretary of Cross Match Technologies, Inc. and also as Director of Corporate Development from September 2006 to August 2008. Prior to that, he was a partner in the corporate and securities practice group of the international law firm DLA Piper, where he practiced corporate law, including mergers and acquisitions.

RELIANCE STEEL & ALUMINUM CO.      36

BOARD OF DIRECTORS AND MANAGEMENT

OTHER CORPORATE OFFICERS

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

Vandy C. Lupton became Vice President, Health & Human Resources in May 2021, having been promoted from Executive Director, Health & Human Resources, a position which 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. Ms. Lupton is a member of the Society for Human Resource Management.

Brenda S. Miyamoto became Vice President, Corporate Initiatives in August 2012, having been promoted from Vice President, Corporate Controller, a position which she had held since May 2007. Prior to that time, Ms. Miyamoto served as Corporate Controller from January 2004 until May 2007 and Group Controller from December 2001 to January 2004. For six years prior to joining Reliance, Ms. Miyamoto, a certified public accountant (inactive), was employed by Ernst & Young LLP in various professional staff and manager positions.

John A. Shatkus became Vice President, Enterprise Risk in January 2021, having previously served as Vice President, Internal Audit, a position which 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 became Vice President, Supplier Development in July 2021, having previously served as Senior Director, Supplier Development, a position which he had held since 2014. Mr. Yamaguchi has held various positions of increasing responsibility in sales and merchandising since he joined EMJ in 1986.

Silva Yeghyayan 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.

37      2022 PROXY STATEMENT

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 2021 compensation decisions for our executives, including the Named Executive Officers (“NEOs”) identified below.

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(1)

In accordance with the Company’s executive leadership succession plan, Mrs. Lewis was promoted to President and appointed to the Company’s Board of Directors on January 15, 2021. Prior to her promotion to President, Mrs. Lewis served as the Company’s Senior Executive Vice President and Chief Financial Officer. Concurrent with Mrs. Lewis’ promotion, Mr. Ajemyan was promoted to Vice President, Chief Financial Officer from his position as Vice President, Corporate Controller. On February 15, 2022, Mr. Ajemyan was promoted to Senior Vice President, Chief Financial Officer from his position as Vice President, Chief Financial Officer.

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(2)

Effective as of July 1, 2021, Mr. Sales transitioned from his role as Executive Vice President, Operations to Special Advisor. Mr. Sales retired from the Company on January 31, 2022.

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EXECUTIVE SUMMARY

We generated record financial performance in 2021 across nearly every key metric. The resilience of our business model combined with outstanding execution throughout our family of companies resulted in record financial performance across nearly every metric despite significant operational challenges that included the continuing pandemic and supply chain disruptions, including raw material shortages and labor constraints.

Certain key financial results for 2021 were:

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Record net sales of  $14.09 billion in 2021, up $5.28 billion, or 59.9%, from $8.81 billion in 2020;

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•

Record gross profit of  $4.49 billion in 2021 eclipsed our previous, pre-pandemic record gross profit of  $3.33 billion in 2019;

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•

Record gross profit margin of 31.9% in 2021;

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•

Record pretax income and margin of  $1.88 billion and 13.4% in 2021, which increased by 293.8% and 800 basis points, respectively;

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•

Record earnings per diluted share of  $21.97 were more than triple that of 2020; and

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•

$177.0 million of dividends and $323.5 million of share repurchases in 2021 compared to $164.1 million of dividends and $337.3 million of share repurchases in 2020.

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Consistent with both the philosophy and design of our compensation plans, the compensation of our NEOs in 2021 was aligned with our record performance. Our NEOs received the maximum payout under our 2021 annual cash incentive plan, and the performance-based equity awards granted to our

RELIANCE STEEL & ALUMINUM CO.      38

COMPENSATION DISCUSSION AND ANALYSIS

NEOs in 2019 paid out at the maximum level based on Company performance over the three-year performance period, each reflecting management’s delivery of industry-leading operating results and record financial performance.

EXECUTIVE COMPENSATION PROGRAM DESIGN

Our executive compensation program is designed to reward the Company’s executive officers for strong operational and financial performance, attract and retain key executive talent, and align 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 exceeding 96% in each of the last five years from 2017 through 2021.

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 link a majority of our executives’ compensation to Company performance to drive our financial and operating performance and maximize 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:

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

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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

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•

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

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The Compensation Committee has linked a majority of our executives’ total direct compensation directly to the achievement of specific, pre-established Company performance targets. In 2021, approximately 74% of our CEO’s target total direct compensation and 64% of our other NEOs’ target total direct compensation was tied to performance targets.

39      2022 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

2021 FINANCIAL AND OPERATING HIGHLIGHTS

The following table highlights our financial and operating results in 2021 compared to 2020:

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(1)

Our tons sold and average selling price per ton sold exclude tons toll processed.

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(2)

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.

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RELIANCE STEEL & ALUMINUM CO.      40

COMPENSATION DISCUSSION AND ANALYSIS

(3)

Presented below is pretax income margin (pretax income as a percentage of sales) calculated in accordance with our annual cash incentive plan, which excludes various non-recurring charges and credits. NEO performance-based equity awards are tied to achieving an ROA target over a three-year measurement period.

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(4)

Presented below is 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.

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See Notes 13 and 19 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2021 for further information on our postretirement benefit plan settlements and impairment and restructuring charges.

We continued to execute our balanced capital allocation strategy in 2021 using cash flow from operations to return value to our stockholders through $500.5 million of stock repurchases and dividend payments. In addition, we continued to fund organic growth by investing $236.6 million in capital expenditures. During 2021, we invested in our growth by acquiring four companies for $439.3 million that aligned with our business model and strategy of investing in profitable, high quality businesses that expand our product, end market and geographic diversity.

During 2021, we repurchased approximately 2.1 million shares of our common stock at an average cost of  $153.55 per share, or $323.5 million in total.

We have increased our dividend 29 times since our 1994 IPO and have paid regular quarterly dividends to our stockholders for over 62 consecutive years. In February 2022, we increased our

41      2022 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

quarterly dividend by 27.3% to $0.8750 per share from $0.6875 per share. We paid a total of $177.0 million in dividends to our stockholders in 2021. Since 2012, the Company’s quarterly dividend has more than quintupled from $0.15 to $0.8750 per share. We have never reduced or suspended our regular quarterly dividend.

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, 2021 for a more detailed discussion of our results of operations in 2021 compared to 2020 and our financial condition.

RELATIONSHIP BETWEEN PAY AND PERFORMANCE

A majority of our executive compensation is tied to performance through annual cash incentive awards and long-term equity incentive awards. We believe our compensation of our NEOs in 2021 was aligned with the Company’s 2021 operational and financial performance. Management delivered industry-leading operating results and the Company achieved multiple financial records, including net sales, gross profit and margin, pretax income and margin, and earnings per share. Consistent with the delivery of industry-leading results, each NEO received the maximum payout under our annual cash incentive plan, and the maximum number of performance-based equity awards were earned in the three-year performance period from 2019 through 2021.

In 2021, our NEOs participated in our annual cash incentive plan which pays out only if the Company achieves pretax income margin at or above a threshold. Pretax income margin is calculated based on the Company’s annual income before income taxes as a percentage of net sales as adjusted for certain non-recurring items. The 2021 annual cash incentive plan opportunity was established on a sliding scale, ranging from zero for results below the 3.00% pretax income margin threshold, 20% of base salary for results at the 3.00% pretax income margin threshold, a target of 150% of base salary at 5.75% pretax income margin and up to a maximum of 300% of base salary for pretax income margin of 8.50% or higher.

If the Company achieves a pretax income margin within the range of 3.00% and 8.50%, then mathematical interpolation is applied to determine the actual incentive award in the applicable range (threshold to target or target to maximum). The maximum payout under the plan of 300% of base salary has only been achieved twice in the last ten years. These metrics were unchanged from prior years and were established in February 2021. 2021 pretax income margin (as calculated in accordance with our annual cash incentive plan) was 13.46%, which resulted in each NEO receiving the maximum award under the 2021 annual cash incentive plan equal to 300% of base salary.

The Compensation Committee, in consultation with Pay Governance, LLC (“Pay Governance”), the Compensation Committee’s independent executive compensation advisor, and with input from management, selected pretax income margin as the performance metric for the annual cash incentive opportunity for 2021 because it aligns with how management and the Board measure the Company’s performance and is typically the most important metric used in the Company’s corporate and operational decision-making. However, as discussed below, beginning in 2022, the Company will also use Tons Sold Growth as an additional metric for measuring the Company’s financial performance under the annual cash incentive plan and to hold NEOs accountable for operational growth in our business.

RELIANCE STEEL & ALUMINUM CO.      42

COMPENSATION DISCUSSION AND ANALYSIS

As exhibited by the table below, over the past 10 years, the Company has achieved pretax income margin below the threshold level zero times, between the threshold and target level three times, between the target level and maximum level five times and at or above the maximum level two times, which demonstrates that the Company’s pretax income margin goals are (i) reasonably demanding relative to threshold and target, and (ii) extremely demanding relative to maximum performance.

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Goal

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% Time Company Achieved

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Goal Rank vs. Proxy Peers (Percentile)

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Threshold: 3.00%

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100%

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30th

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Target: 5.75%

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70%

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46th

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Max: 8.50%

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20%

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61st

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For a discussion of the Company’s annual cash incentive compensation achievement versus the minimum, target and maximum, see “Principal Components of Our Executive Compensation Program—​Annual Cash Incentive Awards” ​(page 53).

The NEOs’ performance-based equity awards are tied to achieving an ROA target over a three-year measurement period. The Compensation Committee has determined that a three-year ROA measurement period, which is directly influenced by management’s decisions, is an effective metric to measure management’s long-term performance. ROA also complements and achieves an appropriate balance with the one-year pretax income margin metric under the annual cash incentive award program by holding management responsible for the efficient use of the assets used to produce operational and pretax profits over a multi-year period. The issued and outstanding 2020, 2021 and 2022 performance-based equity awards will vest if the Company achieves an ROA result at or above a minimum threshold over the three-year performance periods.

The allocation of performance-based and service-based equity awards is intended to balance performance and retention objectives. In striking the appropriate balance, the Compensation Committee sought to design a program that incentivizes strong performance while also strengthening the retention aspects of the long-term equity awards since the Company does not maintain employment agreements with its officers. Accordingly, from 2016 through 2021, 80% of our CEO and President’s target equity awards and 60% of our other NEOs’ target equity awards were performance-based. In 2022, 80% of all NEO target equity awards issued were performance-based. The remaining awards are service-based.

Results for the performance-based equity awards granted in 2019 were determined in the first quarter of 2022 based on the Company’s ROA in the three-year measurement period ended December 31, 2021. The Company’s ROA in the three-year measurement period was 14.56%, which is in excess of the maximum payout and resulted in the maximum number of awards vesting, or 200% of the target. The three-year measurement period ended December 31, 2021, was the first time in which the maximum payout of the performance-based equity awards was achieved.

43      2022 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

KEY EXECUTIVE COMPENSATION PRACTICES

RELIANCE STEEL & ALUMINUM CO.      44

COMPENSATION DISCUSSION AND ANALYSIS

2021 SAY ON PAY VOTE

In 2021, our stockholders overwhelmingly approved, on a non-binding, advisory basis, the compensation of our NEOs, with over 96% 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 exceeding 96% in each of the last five years from 2017 through 2021. The Compensation Committee considered 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 a result of such approval, the Compensation Committee did not make any structural changes to the compensation program for 2021. As discussed under “Changes to 2022 Annual Cash Incentive Plan” below, the Compensation Committee added the Tons Sold Growth metric and increased the applicable pretax income margin targets under the annual cash incentive plan for 2022.

2021 EXECUTIVE SUCCESSION

As part of a strategic, deliberate and well-executed long-term succession planning process, the Company’s Board of Directors unanimously promoted Karla R. Lewis to President and appointed her to the Company’s Board of Directors effective January 15, 2021. Mrs. Lewis’ compensation did not change as a result of her promotion to President. Consistent with the Company’s director compensation policies, Mrs. Lewis receives no additional compensation for her service as a director while being an employee of the Company.

45      2022 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Concurrent with Mrs. Lewis’ promotion, Arthur Ajemyan was promoted to Vice President, Chief Financial Officer. In connection with his promotion, Mr. Ajemyan’s annual base salary was increased to $450,000 and he became eligible to receive an annual cash incentive award with a target award of 150% of his base salary. Mr. Ajemyan is also eligible to receive annual equity compensation awards as determined by the Compensation Committee of the Board.

OVERVIEW OF OUR EXECUTIVE COMPENSATION PROGRAM

Compensation Program Objectives

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

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•

Promotes and maintains a performance- and achievement-oriented culture. In 2021, approximately 74% of our CEO’s and 64% 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.

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•

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

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

RELIANCE STEEL & ALUMINUM CO.      46

COMPENSATION DISCUSSION AND ANALYSIS

ELEMENTS OF COMPENSATION

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

47      2022 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

RELIANCE STEEL & ALUMINUM CO.      48

COMPENSATION DISCUSSION AND ANALYSIS

ALLOCATION OF COMPENSATION COMPONENTS

We compensate our executive officers by using a balanced combination of the elements described above that vary by:

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

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•

length of the performance period (annual and long-term);

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•

form of compensation (cash and equity); and

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•

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

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We believe this balanced mixture 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 majority of our executives’ compensation is at risk and weighted towards Company performance, annual and long-term incentives and 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 2021. The percentages reflect 2021 salaries, target annual cash incentive compensation and the aggregate grant date fair values of the target number of RSUs granted in 2021.

MIX OF PRINCIPAL COMPENSATION COMPONENTS

49      2022 PROXY STATEMENT