SEC Filings

DEFR14A
RELIANCE STEEL & ALUMINUM CO filed this Form DEFR14A on 04/08/2019
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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 compensation of our NEOs, indicating support for our compensation policies with over 99.1% of the votes cast in favor of such compensation. 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 to do, aligning the interests of our executive officers and stockholders and driving the NEOs’ performance to enhance long-term stockholder value and achieve Company objectives. The Compensation Committee will continue to consider the outcome of the annual advisory vote to approve compensation when making future compensation decisions for the NEOs.

2019 Executive Succession

Mr. Mollins stepped down as President and CEO effective December 31, 2018. As a result of a strategic, deliberate and well-executed long-term succession planning process, the Company’s Board of Directors unanimously elected Mr. Hoffman to succeed Mr. Mollins as President and CEO effective January 1, 2019. Concurrent with Mr. Hoffman's promotion, Mr. Mollins transitioned to the role of Senior Advisor to the CEO, which position he will hold until his retirement from the Company on December 31, 2019.

In connection with his promotion, Mr. Hoffman's base salary was increased to $1,075,000 effective January 1, 2019. Mr. Hoffman will continue to receive an annual non-equity incentive plan award with a target award of 150% of his base salary and equity compensation awards as determined by the Compensation Committee from time to time.

As Senior Advisor to the CEO, Mr. Mollins will receive a base salary of $1,075,000 effective January 1, 2019. Mr. Mollins will also be eligible to receive an annual non-equity incentive plan award with a target award of 150% of his base salary in 2019.

In connection with the succession plan, the Compensation Committee increased Mrs. Lewis' base salary to $900,000 effective January 1, 2019. Mrs. Lewis’ salary increase was made in recognition of her performance and value to the Company and to encourage her retention. Mrs. Lewis will also continue to receive an annual non-equity incentive plan award with a target award of 150% of her base salary and equity compensation awards as determined by the Compensation Committee from time to time.

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 value for our stockholders and to attract and retain key executive talent. While the Compensation Committee has structured individual pay elements 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:

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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. The majority of our NEOs’ total direct compensation is tied directly to Company performance through our annual cash incentive awards and performance-based equity awards. We establish performance targets that are demanding,

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