SEC Filings

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

DIRECTOR COMPENSATION

The Company’s philosophy is to provide competitive compensation necessary to attract and retain high-quality non-employee directors. We compensate each non-employee director with an annual retainer as well as an annual grant of restricted stock. We do not pay additional fees for attendance at Board meetings, committee meetings, and meetings of the non-management or independent directors. We pay additional amounts to the chairs of the standing committees of the Board and the non-executive Chairman of the Board. Directors who are employees of the Company (currently, only Mr. Mollins) receive no additional compensation for service as a director. All directors are reimbursed for expenses incurred in connection with Board meetings, committee meetings, and meetings of the non-management or independent directors.

In 2018, each non-employee director was paid an annual retainer of $130,000 and received an award of 1,388 shares of restricted stock (approximately $130,000 grant date fair value). In addition, the Company paid the Audit Committee Chair an annual retainer of $22,000, the Compensation Committee Chair an annual retainer of $17,000, and the Nominating and Governance Committee Chair an annual retainer of $12,000. In addition, the Company’s non-executive Chairman of the Board receives an annual retainer of $150,000. All cash payments to directors in 2018 were paid in equal quarterly installments.  In 2019, the Company will pay the Audit Committee Chair an annual retainer of $25,000, the Compensation Committee Chair an annual retainer of $20,000, and the Nominating and Governance Committee Chair an annual retainer of $15,000.

The Nominating and Governance Committee reviews the competitiveness of director compensation every other year, including the appropriateness of the form, mix and amount of director compensation, and makes recommendations to the Board concerning such compensation with a view toward attracting and retaining qualified directors. The Nominating and Governance Committee also seeks advice from the Company’s independent compensation consultant.

Director Summary Compensation Table

The following table sets forth certain information regarding fees paid and expense for equity awards under the Directors Equity Plan during 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and

 

 

 

 

 

 

Fees

 

 

 

 

 

 

 

Nonqualified

 

 

 

 

 

 

Earned or

 

 

 

 

 

Non-Equity

 

Deferred

 

 

 

 

 

 

Paid in

 

Stock

 

Option

 

Incentive Plan

 

Compensation

 

All Other

 

 

Name

    

Cash ($)

    

Awards ($)(1)

    

Awards ($)(2) 

    

Compensation ($)

    

Earnings ($)

    

Compensation ($)

    

Total ($)

Sarah J. Anderson

 

152,000

 

129,986

 

-

 

-

 

-

 

-

 

281,986

Karen W. Colonias

 

130,000

 

129,986

 

-

 

-

 

-

 

-

 

259,986

John G. Figueroa

 

147,000

 

129,986

 

-

 

-

 

-

 

-

 

276,986

Thomas W. Gimbel

 

130,000

 

129,986

 

-

 

-

 

-

 

-

 

259,986

David H. Hannah

 

130,000

 

129,986

 

-

 

-

 

-

 

-

 

259,986

Douglas M. Hayes

 

130,000

 

129,986

 

-

 

-

 

-

 

-

 

259,986

Mark V. Kaminski

 

280,000

 

129,986

 

-

 

-

 

-

 

-

 

409,986

Robert A. McEvoy

 

130,000

 

129,986

 

-

 

-

 

-

 

-

 

259,986

Andrew G. Sharkey, III

 

142,000

 

129,986

 

-

 

-

 

-

 

-

 

271,986

Douglas W. Stotlar

 

130,000

 

129,986

 

-

 

-

 

-

 

-

 

259,986

 


(1)

The amounts in this column reflect the grant date fair value of the shares of stock awarded in 2018. The values are calculated in accordance with the Stock Compensation topic of the FASB Codification, and are based on the closing price of the Company’s common stock on the date of the grant.

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