RELIANCE, INC., DEF 14A filed on 4/3/2024
Proxy Statement (definitive)
v3.24.1
Cover
 12 Months Ended
Dec. 31, 2023
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Reliance, Inc.
Entity Central Index Key 0000861884
v3.24.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE
As required by Item 402(v) of Regulation S-K, we are providing the following information concerning pay versus performance. The following table sets forth information concerning the compensation of our CEO and other NEOs for each of the fiscal years ending December 31, 2023, 2022, 2021 and 2020, and our financial performance for each such fiscal year:
​
Year
​ ​
Summary
Compensation
Table Total
for CEO(1)(2)
($)
 ​ ​
CAP
to CEO(1)(3)
($)
 ​ ​
Average Summary
Compensation
Table Total
for Non-CEO
Named Executive
Officers(1)(2)
($)
 ​ ​
Average
CAP
to Non-CEO
Named Executive
Officers(1)(3)
($)
 ​ ​
Value of Initial Fixed
$100 Investment Based on:
​ ​
Net Income(5)
($ in millions)
 ​ ​
Annual
ROA(6)
 ​
​
Total
Stockholder
Return(4)
($)
 ​ ​
Peer Group
Total
Stockholder
Return(4)
($)
 ​
​ 2023 ​ ​ ​ ​ 14,319,273 ​ ​ ​ ​ ​ 23,779,336 ​ ​ ​ ​ ​ 4,933,840 ​ ​ ​ ​ ​ 8,260,700 ​ ​ ​ ​ ​ 251.8 ​ ​ ​ ​ ​ 212.1 ​ ​ ​ ​ ​ 1,340.1 ​ ​ ​
16.7%
​
​ 2022 ​ ​ ​ ​ 14,944,260 ​ ​ ​ ​ ​ 31,322,752 ​ ​ ​ ​ ​ 5,094,388 ​ ​ ​ ​ ​ 9,370,352 ​ ​ ​ ​ ​ 179.5 ​ ​ ​ ​ ​ 154.5 ​ ​ ​ ​ ​ 1,844.2 ​ ​ ​
25.3%
​
​ 2021 ​ ​ ​ ​ 14,245,016 ​ ​ ​ ​ ​ 47,236,660 ​ ​ ​ ​ ​ 5,032,109 ​ ​ ​ ​ ​ 11,357,546 ​ ​ ​ ​ ​ 141.3 ​ ​ ​ ​ ​ 157.2 ​ ​ ​ ​ ​ 1,417.4 ​ ​ ​
22.2%
​
​ 2020 ​ ​ ​ ​ 13,100,453 ​ ​ ​ ​ ​ 14,073,926 ​ ​ ​ ​ ​ 6,003,050 ​ ​ ​ ​ ​ 4,913,818 ​ ​ ​ ​ ​ 102.5 ​ ​ ​ ​ ​ 117.6 ​ ​ ​ ​ ​ 372.4 ​ ​ ​
8.9%
​
​
(1)
In 2023, the CEO was Karla R. Lewis; in 2020, 2021 and 2022, the CEO was James D. Hoffman. In 2023, the other NEOs were Stephen P. Koch, Arthur Ajemyan, Jeffery W. Durham and William A. Smith II. In 2022, the other NEOs were Mrs. Lewis and Messrs. Koch, Ajemyan and Smith. In 2021, the other NEOs were Mrs. Lewis and Messrs. Koch, Ajemyan and Smith as well as William K. Sales, Jr. and Michael P. Shanley. In 2020, the other NEOs were Mrs. Lewis and Messrs. Koch, Sales and Shanley.
​
(2)
For each year presented, reflects the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 51 with respect to our CEO and the average (mean) of the “Total” compensation for the non-CEO NEOs set forth above for the years presented. See the footnotes to the SCT for further detail regarding the amounts in this column.
​
(3)
Compensation actually paid, or “CAP”, is computed in accordance with Item 402(v) of Regulation S-K. The tables below present the adjustments made to the respective amounts set forth in the SCT, determined in accordance with SEC rules.
​
​ ​ ​ ​
CEO
2023
($)
 ​
​ Total Compensation as reported in Summary Compensation Table (SCT) ​ ​ ​ ​ 14,319,273 ​ ​
​ Less: Grant date fair value of equity awards granted during the year included in SCT ​ ​ ​ ​ (7,200,503) ​ ​
​
Plus: Year-end fair value of equity awards granted in the year that remain unvested as of the last day of the year(a)
​ ​ ​ ​ 11,373,187 ​ ​
​ Plus: Change in fair value from last day of prior year to last day of year of unvested equity awards(a) ​ ​ ​ ​ 2,705,563 ​ ​
​
Plus: Change in fair value from last day of prior year to vesting date of unvested equity awards that vested during year(a)
​ ​ ​ ​ 3,731,961 ​ ​
​ Less: Change in Pension Value reported in SCT ​ ​ ​ ​ (1,484,294) ​ ​
​ Plus: Pension value service cost(b) ​ ​ ​ ​ 334,149 ​ ​
​ Compensation actually paid ​ ​ ​ ​ 23,779,336 ​ ​
​ ​ ​ ​
NON-CEO
(AVERAGE)
2023
($)
 ​
​ Total Compensation as reported in Summary Compensation Table (SCT) ​ ​ ​ ​ 4,933,840 ​ ​
​ Less: Grant date fair value of equity awards granted during the year included in SCT ​ ​ ​ ​ (1,999,933) ​ ​
​
Plus: Year-end fair value of equity awards granted in the year that remain unvested as of the last day of the year(a)
​ ​ ​ ​ 3,158,916 ​ ​
​ Plus: Change in fair value from last day of prior year to last day of year of unvested equity awards(a) ​ ​ ​ ​ 1,032,448 ​ ​
​
Plus: Change in fair value from last day of prior year to vesting date of unvested equity awards that vested during year(a)
​ ​ ​ ​ 1,135,429 ​ ​
​ Less: Change in Pension Value reported in SCT ​ ​ ​ ​ — ​ ​
​ Plus: Pension value service cost(b) ​ ​ ​ ​ — ​ ​
​ Compensation actually paid ​ ​ ​ ​ 8,260,700 ​ ​
​
(a)
Fair value of equity awards is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation. The fair value of unvested service-based RSUs, as well as the fair value of all RSUs upon vesting, is based upon the closing sales price for a share of Reliance common stock on the NYSE for the applicable date of measurement. The fair value of unvested performance-based RSUs is based upon the probable outcome of the applicable performance conditions at the time of measurement.
​
(b)
Service cost is calculated as the actuarial present value of benefits attributed to services rendered by the executive during the applicable fiscal year under the SERP, using the same methodology used in the Company’s GAAP financial statements included in its Annual Reports on Form 10-K.
​
(4)
Reflects the cumulative total stockholder return of the Company and an industry peer group consisting of publicly-traded metals service center companies (the “industry peer group”), which is the same industry peer group included in the stock performance graph furnished with our Annual Reports on Form 10-K, for the year ended December 31, 2020, the two-years ended December 31, 2021, the three years ended December 31, 2022 and the four years ended December 31, 2023, assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of all dividends. The cumulative total stockholder return reflects market prices at the end of each year and the reinvestment of dividends. Since there is no nationally-recognized industry index consisting of metals service center companies to be used as a peer group index, Reliance constructed the industry peer group. The industry peer group consists of Olympic Steel Inc., which has securities listed for trading on NASDAQ; Ryerson Holding Corporation and Worthington Enterprises, Inc., each of which has securities listed for trading on the NYSE; and Russel Metals Inc., which has securities listed for trading on the Toronto Stock Exchange. The returns of each member of the industry peer group are weighted according to that member’s stock market capitalization.
​
In December 2023, Worthington Industries, Inc., which was included in the industry peer group at December 31, 2022, split into Worthington Enterprises, Inc. and Worthington Steel, Inc. The newly traded Worthington Steel, Inc. common stock received by the holders of Worthington Enterprises, Inc. common stock at the distribution date is not included in the cumulative total return of the industry peer group.
(5)
Reflects the “Net Income” caption in the consolidated statements of income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31.
​
(6)
Annual ROA (operating income divided by average total assets for the year) is a non-GAAP financial measure calculated in accordance with our performance-based RSU awards and excludes various non-recurring charges and credits. Please refer to page 31 of this proxy statement for a reconciliation of operating income, excluding various non-recurring charges and credits, to the “operating income” caption in the consolidated statements of income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31.
​
      
Company Selected Measure Name AnnualROA      
Named Executive Officers, Footnote
(1)
In 2023, the CEO was Karla R. Lewis; in 2020, 2021 and 2022, the CEO was James D. Hoffman. In 2023, the other NEOs were Stephen P. Koch, Arthur Ajemyan, Jeffery W. Durham and William A. Smith II. In 2022, the other NEOs were Mrs. Lewis and Messrs. Koch, Ajemyan and Smith. In 2021, the other NEOs were Mrs. Lewis and Messrs. Koch, Ajemyan and Smith as well as William K. Sales, Jr. and Michael P. Shanley. In 2020, the other NEOs were Mrs. Lewis and Messrs. Koch, Sales and Shanley.
     
Peer Group Issuers, Footnote
(4)
Reflects the cumulative total stockholder return of the Company and an industry peer group consisting of publicly-traded metals service center companies (the “industry peer group”), which is the same industry peer group included in the stock performance graph furnished with our Annual Reports on Form 10-K, for the year ended December 31, 2020, the two-years ended December 31, 2021, the three years ended December 31, 2022 and the four years ended December 31, 2023, assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of all dividends. The cumulative total stockholder return reflects market prices at the end of each year and the reinvestment of dividends. Since there is no nationally-recognized industry index consisting of metals service center companies to be used as a peer group index, Reliance constructed the industry peer group. The industry peer group consists of Olympic Steel Inc., which has securities listed for trading on NASDAQ; Ryerson Holding Corporation and Worthington Enterprises, Inc., each of which has securities listed for trading on the NYSE; and Russel Metals Inc., which has securities listed for trading on the Toronto Stock Exchange. The returns of each member of the industry peer group are weighted according to that member’s stock market capitalization.
​
In December 2023, Worthington Industries, Inc., which was included in the industry peer group at December 31, 2022, split into Worthington Enterprises, Inc. and Worthington Steel, Inc. The newly traded Worthington Steel, Inc. common stock received by the holders of Worthington Enterprises, Inc. common stock at the distribution date is not included in the cumulative total return of the industry peer group.
     
PEO Total Compensation Amount $ 14,319,273 $ 14,944,260 $ 14,245,016 $ 13,100,453
PEO Actually Paid Compensation Amount $ 23,779,336 31,322,752 47,236,660 14,073,926
Adjustment To PEO Compensation, Footnote
(2)
For each year presented, reflects the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 51 with respect to our CEO and the average (mean) of the “Total” compensation for the non-CEO NEOs set forth above for the years presented. See the footnotes to the SCT for further detail regarding the amounts in this column.
​
(3)
Compensation actually paid, or “CAP”, is computed in accordance with Item 402(v) of Regulation S-K. The tables below present the adjustments made to the respective amounts set forth in the SCT, determined in accordance with SEC rules.
​
​ ​ ​ ​
CEO
2023
($)
 ​
​ Total Compensation as reported in Summary Compensation Table (SCT) ​ ​ ​ ​ 14,319,273 ​ ​
​ Less: Grant date fair value of equity awards granted during the year included in SCT ​ ​ ​ ​ (7,200,503) ​ ​
​
Plus: Year-end fair value of equity awards granted in the year that remain unvested as of the last day of the year(a)
​ ​ ​ ​ 11,373,187 ​ ​
​ Plus: Change in fair value from last day of prior year to last day of year of unvested equity awards(a) ​ ​ ​ ​ 2,705,563 ​ ​
​
Plus: Change in fair value from last day of prior year to vesting date of unvested equity awards that vested during year(a)
​ ​ ​ ​ 3,731,961 ​ ​
​ Less: Change in Pension Value reported in SCT ​ ​ ​ ​ (1,484,294) ​ ​
​ Plus: Pension value service cost(b) ​ ​ ​ ​ 334,149 ​ ​
​ Compensation actually paid ​ ​ ​ ​ 23,779,336 ​ ​
(a)
Fair value of equity awards is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation. The fair value of unvested service-based RSUs, as well as the fair value of all RSUs upon vesting, is based upon the closing sales price for a share of Reliance common stock on the NYSE for the applicable date of measurement. The fair value of unvested performance-based RSUs is based upon the probable outcome of the applicable performance conditions at the time of measurement.
​
(b)
Service cost is calculated as the actuarial present value of benefits attributed to services rendered by the executive during the applicable fiscal year under the SERP, using the same methodology used in the Company’s GAAP financial statements included in its Annual Reports on Form 10-K.
     
Non-PEO NEO Average Total Compensation Amount $ 4,933,840 5,094,388 5,032,109 6,003,050
Non-PEO NEO Average Compensation Actually Paid Amount $ 8,260,700 9,370,352 11,357,546 4,913,818
Adjustment to Non-PEO NEO Compensation Footnote
(2)
For each year presented, reflects the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 51 with respect to our CEO and the average (mean) of the “Total” compensation for the non-CEO NEOs set forth above for the years presented. See the footnotes to the SCT for further detail regarding the amounts in this column.
​
(3)
Compensation actually paid, or “CAP”, is computed in accordance with Item 402(v) of Regulation S-K. The tables below present the adjustments made to the respective amounts set forth in the SCT, determined in accordance with SEC rules.
​ ​ ​ ​
NON-CEO
(AVERAGE)
2023
($)
 ​
​ Total Compensation as reported in Summary Compensation Table (SCT) ​ ​ ​ ​ 4,933,840 ​ ​
​ Less: Grant date fair value of equity awards granted during the year included in SCT ​ ​ ​ ​ (1,999,933) ​ ​
​
Plus: Year-end fair value of equity awards granted in the year that remain unvested as of the last day of the year(a)
​ ​ ​ ​ 3,158,916 ​ ​
​ Plus: Change in fair value from last day of prior year to last day of year of unvested equity awards(a) ​ ​ ​ ​ 1,032,448 ​ ​
​
Plus: Change in fair value from last day of prior year to vesting date of unvested equity awards that vested during year(a)
​ ​ ​ ​ 1,135,429 ​ ​
​ Less: Change in Pension Value reported in SCT ​ ​ ​ ​ — ​ ​
​ Plus: Pension value service cost(b) ​ ​ ​ ​ — ​ ​
​ Compensation actually paid ​ ​ ​ ​ 8,260,700 ​ ​
​
(a)
Fair value of equity awards is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation. The fair value of unvested service-based RSUs, as well as the fair value of all RSUs upon vesting, is based upon the closing sales price for a share of Reliance common stock on the NYSE for the applicable date of measurement. The fair value of unvested performance-based RSUs is based upon the probable outcome of the applicable performance conditions at the time of measurement.
​
(b)
Service cost is calculated as the actuarial present value of benefits attributed to services rendered by the executive during the applicable fiscal year under the SERP, using the same methodology used in the Company’s GAAP financial statements included in its Annual Reports on Form 10-K.
     
Compensation Actually Paid vs. Total Shareholder Return [MISSING IMAGE: bc_tsr-pn.jpg]      
Compensation Actually Paid vs. Net Income
[MISSING IMAGE: bc_netincome-pn.jpg]
     
Compensation Actually Paid vs. Company Selected Measure
[MISSING IMAGE: bc_roa-pn.jpg]
     
Total Shareholder Return Vs Peer Group [MISSING IMAGE: bc_tsr-pn.jpg]      
Tabular List, Table
FINANCIAL PERFORMANCE MEASURES
The most important financial performance measures used by the Company in setting pay-for-performance compensation for the most recently completed fiscal year are described in the table below. These measures are unranked. The manner in which these measures, together with certain non-financial performance measures, determine the amounts of incentive compensation paid to our NEOs is described above in the “Compensation Discussion and Analysis” section.
Significant Financial Performance Measures
​
Annual ROA ​
Gross Profit and Margin ​
Pretax Income and Margin ​
Tons Sold Growth ​
     
Total Shareholder Return Amount $ 251.8 179.5 141.3 102.5
Peer Group Total Shareholder Return Amount 212.1 154.5 157.2 117.6
Net Income (Loss) $ 1,340,100,000 $ 1,844,200,000 $ 1,417,400,000 $ 372,400,000
Company Selected Measure Amount 16.7 25.3 22.2 8.9
PEO Name James D. Hoffman      
Measure:: 1        
Pay vs Performance Disclosure        
Name Annual ROA      
Non-GAAP Measure Description
(6)
Annual ROA (operating income divided by average total assets for the year) is a non-GAAP financial measure calculated in accordance with our performance-based RSU awards and excludes various non-recurring charges and credits. Please refer to page 31 of this proxy statement for a reconciliation of operating income, excluding various non-recurring charges and credits, to the “operating income” caption in the consolidated statements of income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31.
     
Measure:: 2        
Pay vs Performance Disclosure        
Name Gross Profit and Margin      
Measure:: 3        
Pay vs Performance Disclosure        
Name Pretax Income and Margin      
Measure:: 4        
Pay vs Performance Disclosure        
Name Tons Sold Growth      
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value)        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (7,200,503)      
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 11,373,187      
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,705,563      
PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,731,961      
PEO | Pension Adjustments Pension Value In Summary Compensation Table [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,484,294)      
PEO | Pension Value Service Cost [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 334,149      
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value)        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,999,933)      
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,158,916      
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,032,448      
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,135,429      
Non-PEO NEO | Pension Adjustments Pension Value In Summary Compensation Table [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Non-PEO NEO | Pension Value Service Cost [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount