Ryerson (RYZ) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 17, 2025, will be held virtually; shareholders as of February 28, 2025, are eligible to vote on key proposals including director elections, auditor ratification, and executive compensation approval.

• The board consists of eight members, with two Class II directors up for election to serve until 2028; the board structure is staggered to promote stability and long-term strategy.

• KPMG LLP is proposed as the new independent auditor for 2025, replacing Ernst & Young LLP after a long tenure; no disagreements or reportable events were noted in the transition.

• Executive compensation is structured to align management and shareholder interests, with a mix of base salary, annual incentives, and long-term equity awards; 2024 bonuses were not paid due to performance below threshold.

• The company maintains robust governance practices, including a code of ethics, independent board committees, and regular board self-evaluations.

Voting matters and shareholder proposals

• Shareholders will vote on the election of two directors, ratification of KPMG LLP as auditor, and a non-binding say-on-pay vote for executive compensation.

• The board recommends voting in favor of all proposals.

• Shareholder proposals and director nominations for the 2026 meeting must comply with SEC rules and be submitted by specified deadlines.

Board of directors and corporate governance

• Seven of eight directors are independent; the board is divided into three classes with staggered terms.

• Board diversity is highlighted, with 25% self-identifying as diverse and an average age of 62.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and ad hoc Transaction Committees.

• The board conducts annual self-evaluations and provides ongoing education for directors.