SEC Filings

DEF 14A
RELIANCE STEEL & ALUMINUM CO filed this Form DEF 14A on 04/05/2019
Entire Document
 

Key Executive Compensation Practices

 

 

WHAT WE DO:

 

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Strong pay-for-performance compensation structure with approximately 74% of our former CEO’s and 60% of our other NEOs’ target total direct compensation tied to performance metrics (see discussion beginning on page 22).

 

 

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Target total direct compensation of our NEOs designed to approximate the market median of our executive compensation peer group when targeted performance levels are achieved (see page 33).

 

 

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Clawback policy for cash and equity compensation (see page 39).

 

 

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Stock ownership and retention requirements applicable to all directors and corporate officers, including our NEOs (see pages 39 and 58).

 

 

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Double trigger provisions for accelerated vesting of restricted stock units upon a change in control (see page 39).

 

 

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All NEO performance-based equity awards are tied to a three-year performance target (see page 35).

 

 

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Broad and deep distribution of equity awards throughout management while managing the dilutive impact and expense associated with those awards (see page 56).

 

 

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Limited perquisites (see page 37).

 

 

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Annual stockholder advisory vote to approve named executive officer compensation (see page 11).

 

 

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Independent compensation committee (see page 31).

 

 

 

 

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Independent, non-executive Chairman of the Board enhances the effectiveness of the Board’s oversight and governance and compensation practices (see page 57).

 

 

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All variable compensation plans have caps on plan formulas; no unlimited compensation.

 

 

 

 

 

WHAT WE DON’T DO:

 

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No employment agreements, severance agreements, change in control/golden parachute agreements or other similar agreements with any executive officer.

 

 

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No repricing or replacement of stock options.

 

 

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No tax gross-ups for perquisites, change in control excise taxes or otherwise.

 

 

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No dividends on unvested performance-based restricted stock units. Dividends accrue and are paid only upon vesting subsequent to achievement of the applicable performance criteria.

 

 

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No hedging of Reliance common stock by directors, officers and employees subject to the quarterly trading blackout under our Insider Trading and Securities Compliance Policy.

 

 

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No pledging of Reliance common stock by directors, officers and employees subject to the quarterly trading blackout under our Insider Trading and Securities Compliance Policy, except for grandfathered pledging arrangements by one director.

 

 

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No incentive plan design or feature which would encourage excessive risk-taking.

 

 

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No share recycling.

 

 

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No impact of tax reform on payouts under the Company’s performance-based awards.

 

2018 Say on Pay Vote

We provide our stockholders with the opportunity to cast an annual advisory vote to approve compensation of our NEOs. In 2018, our stockholders overwhelmingly approved, on a non-binding, advisory basis, the

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