Independent
Tenure on this board
16.4 yrs
Also a director at
Vertiv Holdings Co (VRT)Ingram Micro Holding Corp (INGM)Mcgraw Hill Inc (MH)
3 nominees · 4 ballot items.
Election of three directors; Ratification of KPMG LLP as independent auditors; Approval of Third Amended and Restated 2014 Omnibus Incentive Plan (increase share reserve and extend term); Amendment to Restated Certificate to provide officer exculpation under Delaware law; Non-binding advisory say-on-pay vote; Such other business as may properly come before the meeting.
Elect three Class III director nominees (Jacob Kotzubei, Edward J. Lehner, Philip E. Norment) to serve three-year terms expiring in 2029.
Ratify appointment of KPMG LLP as Ryerson’s independent registered public accounting firm for 2026.
Amend Article VII to provide officer exculpation to the fullest extent permitted by DGCL amendments, limiting officers’ monetary liability for breach of fiduciary duty in specified circumstances.
The company proposes a charter amendment to limit officers’ monetary liability to the maximum extent permitted by Delaware law (DGCL Section 102(b)(7) as amended). Management argues this modernizes governance in response to statutory change and will aid in recruiting and retaining executive talent by reducing personal exposure to hindsight-based claims, while retaining exceptions for breaches of duty of loyalty, acts not in good faith, intentional misconduct, knowing violations of law, and transactions conferring improper personal benefits. The Board weighed stockholder accountability against management's need to attract qualified officers and concluded the narrow class and excluded claim types strike an appropriate balance. Shareholder approval would allow the corporation to file an amended certificate and have the provision apply prospectively; the Board may abandon the filing prior to effectiveness. Opponents may argue that widening exculpation reduces executive accountability and investor recourse for poor stewardship; however, the proposal keeps several core protections and is consistent with actions by many Delaware corporations following statutory amendments. The Board recommends approval as a governance measure to support talent acquisition and retention while preserving key fiduciary protections.
Advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (CD&A and compensation tables).
The say-on-pay proposal is an annual, non-binding advisory vote asking shareholders to approve the company's executive compensation program as disclosed in the proxy statement. Management frames the program as aligning pay and performance, with a mix of base salary, annual incentive tied to Adjusted EBITDA and EVA, and long-term equity awards (RSUs and PSUs tied to cumulative Adjusted EBITDA and managerial controllable free cash flow). The Compensation Committee points to a recent favorable advisory vote and uses peer benchmarking and consultant input in setting pay. A 'for' vote signals shareholder support for the current pay approach; a 'against' vote would prompt the Compensation Committee to engage with shareholders and may lead to adjustments. Because the vote is advisory, it does not directly change compensation but is considered by the Board and Compensation Committee in future decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Platinum Equity Advisors, LLC/DE | 7.6% | 3,924,478 | $88M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.9% | 3,060,410 | $69M |
| 3 | FRANKLIN RESOURCES INC | 5.5% | 2,872,093 | $65M |
| 4 | JB CAPITAL PARTNERS LP | 5.5% | 2,839,059 | $64M |
| 5 | STATE STREET CORP | 4.8% | 2,477,685 | $56M |
| 6 | AMERICAN CENTURY COMPANIES INC | 4.1% | 2,146,422 | $48M |
| 7 | DONALD SMITH CO., INC. | 3.8% | 1,956,933 | $44M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 1,939,899 | $44M |
| 9 | BlackRock, Inc. | 3.4% | 1,764,146 | $40M |
| 10 | BlackRock, Inc. | 3.4% | 1,740,401 | $39M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.