SEC Filings

DEFR14A
RELIANCE STEEL & ALUMINUM CO filed this Form DEFR14A on 04/08/2019
Entire Document
 

The SERP provides that if a participant is terminated without cause following a change in control or a participant has attained age 55 and completed 10 years of service, any unvested rights of a participant to receive certain retirement benefits under the SERP shall become fully vested. If a participant incurs a separation of service from the Company (other than separations due to death or disability) prior to (i) attaining age 55 and completing 10 years of service or (ii) termination without cause following a change in control, then such participant shall not be entitled to any benefits under the SERP. The Deferred Compensation Plan provides that the participants receive their vested account balance upon a change in control.

The restricted stock units provide that upon a change in control if a recipient’s employment is terminated or substantially diminished (a.k.a. double trigger):

·

the service-based restricted stock units will become vested by prorating the number of such restricted stock units as if the vesting period ended on the date of the termination, and

·

the performance-based restricted stock units will become vested only upon the achievement of the relevant performance metric measured during a shortened performance period ending on the most recent quarter before the date of the termination, with the number of shares prorated based on such shortened performance period.

Stock Ownership Requirements

Our stock ownership policy requires our officers to own shares of our common stock (including unvested restricted stock units) equal in value to a multiple of their respective annual base salaries within five years from the date of appointment. The stock ownership requirements applicable to our senior officers as well as the value of common stock held by them is set forth below:

 

 

 

 

 

 

 

 

 

Value of Common Stock

 

Value of Common Stock

 

Multiple of

Role

    

Required to be Owned

    

Held at 3/25/19 ($)(1)

    

Base Pay

CEO

 

5 times annual base salary

 

13,863,473

 

12.9x

CFO

 

4 times annual base salary

 

13,596,329

 

15.1x

Executive Vice Presidents

 

3 times annual base salary

 

11,925,140

 

19.1x

Senior Vice Presidents

 

2.25 times annual base salary

 

15,523,655

 

7.6x


(1)

Grants of performance-based restricted stock units are calculated based on target-level awards for the ownership requirement.

 

All of the NEOs are either in compliance with these stock ownership requirements or on their way to becoming compliant within five years from the date of appointment. See the “Securities Ownership of Certain Beneficial Owners and Management” table below on page 50 for the current stock ownership of our directors and the NEOs.

 

Clawback Policy

To further reduce the possibility of excessive risk taking, the Compensation Committee has adopted a clawback policy that requires NEOs to repay to the Company all or a portion of the incentive cash award or restricted stock units awarded to the NEO if the basis for the award adversely changed as a result of a restatement of the Company’s financial statements or any other material change in the factors underlying the performance criteria.

Hedging and Pledging Policies

Our Insider Trading and Securities Compliance Policy contains provisions restricting the hedging and pledging of Company securities by our directors, officers and certain employees.

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