RELIANCE STEEL & ALUMINUM (RS)
Sector: Materials
2026 Annual Meeting Analysis
RELIANCE STEEL & ALUMINUM · Meeting: May 20, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent director with relevant IT, cybersecurity, and M&A expertise; no overboarding, attendance, or TSR triggers apply (RS 3-year return of +26.8% trails the compensation peer group median by only 18.0pp, well below the 65pp threshold required to trigger a vote against).
Independent director and Compensation Committee Chair with extensive CEO and CFO experience at a publicly traded manufacturer; no disqualifying flags and TSR trigger does not apply.
Independent Audit Committee Chair with deep CFO credentials from Emerson Electric; holds one additional public board seat (Latham Group), well within the four-seat overboarding limit; TSR trigger does not apply.
Appointed in October 2024, less than 24 months ago, and is therefore exempt from the TSR underperformance trigger; brings relevant CEO and industrial operating experience from Dana Incorporated.
CEO and executive director; serves on one outside public board (Goodyear), within the two-seat limit for a sitting CEO; TSR trigger does not apply given the 18.0pp gap versus peer median is well below the 65pp strong-positive threshold.
Independent director with deep metals industry and investment banking expertise directly relevant to Reliance's business; no overboarding, attendance, or TSR trigger concerns.
Independent director and Nominating and Governance Committee Chair with strong metals industry operating background; no disqualifying flags and TSR trigger does not apply.
Independent non-executive Board Chair with relevant public company CEO and logistics experience; holds one additional public board seat (AECOM), within limits; TSR trigger does not apply.
Appointed October 2025, less than 24 months ago, and is exempt from the TSR underperformance trigger; brings relevant CFO and financial expertise from Masco Corporation; serves on two additional public boards (CMS Energy and Consumers Energy), within the four-seat overboarding limit.
All nine director nominees receive a FOR vote. Reliance's 3-year total return of +26.8% trails the compensation peer group median by 18.0 percentage points, which is well below the 65-percentage-point threshold required to trigger votes against directors under the strong-positive TSR tier. No directors are overboarded, attendance at board and committee meetings was at least 95% for all directors in 2025, no familial relationships with senior management were identified, and all committees are composed solely of independent directors. Two recently appointed directors (Kamsickas and Sznewajs) are exempt from the TSR trigger due to tenure under 24 months.
Say on Pay
✓ FORCEO
Karla R. Lewis
Total Comp
$13,374,389
Prior Support
~95%%
CEO total compensation of approximately $13.4 million falls between the 25th and 50th percentile of the company-disclosed compensation peer group, which is within the acceptable range under our benchmarking policy. The pay program is heavily performance-oriented — approximately 74% of the CEO's target total pay is tied to measurable performance metrics — with annual cash incentives linked to pretax income margin and volume growth, and long-term equity awards tied to three-year return on assets, both of which are meaningful and verifiable metrics. Shareholders have endorsed this program with at least 95% support in each of the past five years, a strong signal that the structure is working as designed, and the company's 5-year stock return of +111% demonstrates solid long-term value creation for shareholders.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
18 yrs
Audit Fees
$4,295,000
Non-Audit Fees
$108,000
KPMG has served as Reliance's auditor since 2008 (approximately 18 years), which is below the 25-year tenure threshold that would trigger a concern. Non-audit fees (audit-related fees of $96,000 plus tax fees of $12,000 = $108,000) represent approximately 2.5% of audit fees of $4,295,000, far below the 50% threshold. KPMG is a Big 4 firm appropriate for a $16 billion market-cap company, and no material financial restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Stockholder Proposal Requiring Directors to Depart the Board Within Nine Months of Failing to Receive a Majority Vote
John Chevedden is a well-known individual governance activist whose proposals consistently focus on genuine shareholder accountability rather than political or ideological goals, and this proposal falls squarely into that category — it asks that a director who fails to win a majority vote actually leave the board within nine months rather than remaining at the board's discretion. Reliance already has majority voting for directors, which is positive, but the existing bylaws allow the board to reject a director's resignation even after shareholders voted against that person, which meaningfully weakens the accountability mechanism shareholders are supposed to have. While the company argues the proposal may conflict with Delaware law requiring a higher vote threshold to formally remove a director, the practical effect of the proposal is to strengthen the signal that a failed election vote sends, and the legal concern is not sufficiently clear-cut to override the legitimate governance interest; shareholders should support this straightforward accountability improvement.
Overall Assessment
Reliance's 2026 annual meeting presents a clean ballot with no major governance concerns — all nine director nominees receive FOR votes as TSR underperformance versus peers is well within acceptable limits, auditor fees are appropriately structured, and the executive pay program is well-designed and has earned consistently strong shareholder support. The one area of disagreement with the board is the stockholder proposal on director accountability, where we vote FOR Chevedden's proposal to require directors who fail to win a majority shareholder vote to actually leave the board, viewing the existing bylaw policy as leaving too much discretion with the board to ignore a clear shareholder rejection.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing