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Ryerson Holding Corp. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On: Wednesday, 2/21/24, at 4:44pm ET · For: 12/31/23 · Accession #: 950170-24-18005 · File #: 1-34735

Previous ‘10-K’: ‘10-K’ on 2/22/23 for 12/31/22 · Latest ‘10-K’: This Filing · 20 References:

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/21/24  Ryerson Holding Corp.             10-K       12/31/23  137:23M                                    Donnelley … Solutions/FA

Annual Report — Form 10-K — SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   4.57M 
 2: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     51K 
 3: EX-10.10    Material Contract                                   HTML     39K 
 4: EX-10.22    Material Contract                                   HTML     43K 
 5: EX-19.1     Report Furnished to Security Holders                HTML     66K 
 6: EX-21.1     Subsidiaries List                                   HTML     40K 
 7: EX-23.1     Consent of Expert or Counsel                        HTML     38K 
12: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     62K 
                Awarded Compensation                                             
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     43K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     43K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     40K 
11: EX-32.2     Certification -- §906 - SOA'02                      HTML     40K 
14: R1          Document and Entity Information                     HTML    112K 
15: R2          Consolidated Statements of Operations               HTML    122K 
16: R3          Consolidated Statements of Comprehensive Income     HTML     80K 
17: R4          Consolidated Statements of Cash Flows               HTML    171K 
18: R5          Consolidated Balance Sheets                         HTML    176K 
19: R6          Consolidated Balance Sheets (Parenthetical)         HTML     56K 
20: R7          Consolidated Statements Of Stockholders' Equity     HTML    109K 
21: R8          Consolidated Statements Of Stockholders' Equity     HTML     42K 
                (Parenthetical)                                                  
22: R9          Pay vs Performance Disclosure                       HTML     50K 
23: R10         Insider Trading Arrangements                        HTML     42K 
24: R11         Insider Trading Policies and Procedures             HTML     39K 
25: R12         Summary of Accounting and Financial Policies        HTML     92K 
26: R13         Acquisitions                                        HTML     73K 
27: R14         Cash, Cash Equivalents, and Restricted Cash         HTML     53K 
28: R15         Inventories                                         HTML     51K 
29: R16         Property, Plant, and Equipment                      HTML     70K 
30: R17         Leases                                              HTML    201K 
31: R18         Definite-Lived Intangible Assets                    HTML    105K 
32: R19         Goodwill                                            HTML     67K 
33: R20         Debt                                                HTML    110K 
34: R21         Employee Benefits                                   HTML    615K 
35: R22         Stock-Based Compensation                            HTML    143K 
36: R23         Commitments and Contingencies                       HTML     55K 
37: R24         Segment Information                                 HTML     95K 
38: R25         Derivatives and Fair Value Measurements             HTML    157K 
39: R26         Accumulated Other Comprehensive Income              HTML    118K 
40: R27         Revenue Recognition                                 HTML    112K 
41: R28         Provision for Credit Losses                         HTML     59K 
42: R29         Income Taxes                                        HTML    187K 
43: R30         Earnings Per Share                                  HTML     76K 
44: R31         Subsequent Events                                   HTML     45K 
45: R32         Schedule II -Valuation And Qualifying Accounts      HTML     88K 
46: R33         Summary of Accounting and Financial Policies        HTML    162K 
                (Policies)                                                       
47: R34         Summary of Accounting and Financial Policies        HTML     46K 
                (Tables)                                                         
48: R35         Acquisitions (Tables)                               HTML     59K 
49: R36         Cash, Cash Equivalents, and Restricted Cash         HTML     52K 
                (Tables)                                                         
50: R37         Inventories (Tables)                                HTML     47K 
51: R38         Property, Plant, and Equipment (Tables)             HTML     65K 
52: R39         Leases (Tables)                                     HTML    193K 
53: R40         Definite-Lived Intangible Assets (Tables)           HTML    105K 
54: R41         Goodwill (Tables)                                   HTML     65K 
55: R42         Debt (Tables)                                       HTML     76K 
56: R43         Employee Benefits (Tables)                          HTML    579K 
57: R44         Stock-Based Compensation (Tables)                   HTML    131K 
58: R45         Segment Information (Tables)                        HTML     89K 
59: R46         Derivatives and Fair Value Measurements (Tables)    HTML    149K 
60: R47         Accumulated Other Comprehensive Income (Tables)     HTML    119K 
61: R48         Revenue Recognition (Tables)                        HTML     92K 
62: R49         Provision for Credit Losses (Tables)                HTML     55K 
63: R50         Income Taxes (Tables)                               HTML    180K 
64: R51         Earnings Per Share (Tables)                         HTML     74K 
65: R52         Summary of Accounting and Financial Policies -      HTML     82K 
                Additional Information (Detail)                                  
66: R53         Summary of Accounting and Financial Policies -      HTML     57K 
                Estimated Useful Lives of Assets (Detail)                        
67: R54         Acquisitions - Additional Information (Details)     HTML    111K 
68: R55         Acquisitions - Purchase Price Allocation (Details)  HTML     81K 
69: R56         Cash, Cash Equivalents, and Restricted Cash -       HTML     46K 
                Reconciliation of Cash, Cash Equivalents, and                    
                Restricted Cash (Detail)                                         
70: R57         Inventories - Schedule of Inventories (Detail)      HTML     40K 
71: R58         Inventories - Additional Information (Detail)       HTML     43K 
72: R59         Property, Plant, and Equipment - Schedule of        HTML     58K 
                Property, Plant, and Equipment (Detail)                          
73: R60         Property, Plant, and Equipment - Additional         HTML     68K 
                Information (Detail)                                             
74: R61         Leases - Additional Information (Detail)            HTML    106K 
75: R62         Leases - Summary of Location and Amount of Lease    HTML     63K 
                Assets and Lease Liabilities (Detail)                            
76: R63         Leases - Summary of Location and Amount of Lease    HTML     43K 
                Assets and Lease Liabilities (Parenthetical)                     
                (Detail)                                                         
77: R64         Leases - Summary of Location and Amount of Lease    HTML     57K 
                Expense (Detail)                                                 
78: R65         Leases - Schedule of Maturity Analysis of Lease     HTML     80K 
                Liabilities (Detail)                                             
79: R66         Leases - Schedule of Maturity Analysis of Lease     HTML     46K 
                Liabilities (Parenthetical) (Detail)                             
80: R67         Leases - Schedule of Weighted-Average Remaining     HTML     47K 
                Lease Term and Discount Rate for Operating and                   
                Finance Leases (Detail)                                          
81: R68         Leases - Schedule of Information Reported in        HTML     51K 
                Consolidated Statement of Cash Flows (Detail)                    
82: R69         Definite-Lived Intangible Assets - Components of    HTML     60K 
                Definite-Lived Intangible Assets (Detail)                        
83: R70         Definite-Lived Intangible Assets - Additional       HTML     42K 
                Information (Detail)                                             
84: R71         Definite-Lived Intangible Assets - Estimated        HTML     51K 
                Amortization Expense Related to Intangible Assets                
                (Detail)                                                         
85: R72         Goodwill - Changes in Carrying Amount of Goodwill   HTML     60K 
                (Detail)                                                         
86: R73         Goodwill - Additional Information (Detail)          HTML     59K 
87: R74         Debt - Long-Term Debt (Detail)                      HTML     64K 
88: R75         Debt - Principal Payments on Debt (Detail)          HTML     43K 
89: R76         Debt - Ryerson Credit Facility - Additional         HTML    110K 
                Information (Detail)                                             
90: R77         Debt - 2028 Notes - Additional Information          HTML     83K 
                (Detail)                                                         
91: R78         Debt - Foreign Debt - Additional Information        HTML     66K 
                (Detail)                                                         
92: R79         Employee Benefits - Additional Information          HTML    201K 
                (Detail)                                                         
93: R80         Employee Benefits - Assumptions Used for            HTML     85K 
                Retirement Benefit Plans (Detail)                                
94: R81         Employee Benefits - Components of Benefit           HTML    107K 
                Obligation and Net Obligation Recognized in                      
                Financial Statements (Detail)                                    
95: R82         Employee Benefits - Amounts Recognized in           HTML     47K 
                Accumulated Other Comprehensive Income (Loss)                    
                (Detail)                                                         
96: R83         Employee Benefits - Amounts Recognized in Other     HTML     60K 
                Comprehensive Income (Loss) (Detail)                             
97: R84         Employee Benefits - Components of Net Periodic      HTML     77K 
                Benefit Cost (Detail)                                            
98: R85         Employee Benefits - Asset Allocation (Detail)       HTML     49K 
99: R86         Employee Benefits - Weighted-Average Target Ranges  HTML     60K 
                and Allocations (Detail)                                         
100: R87         Employee Benefits - Fair Value of Pension Plan      HTML     77K  
                Assets by Asset Category (Detail)                                
101: R88         Employee Benefits - Estimated Future Benefit        HTML     55K  
                Payments (Detail)                                                
102: R89         Stock-Based Compensation - Additional Information   HTML    106K  
                (Details)                                                        
103: R90         Stock-Based Compensation - Schedule of Stock-Based  HTML     42K  
                Compensation Expense (Details)                                   
104: R91         Stock-Based Compensation - Schedule of Fair Value   HTML     44K  
                Option Award Weighted Average Assumptions Used                   
                (Details)                                                        
105: R92         Stock-Based Compensation - Summary of Stock Option  HTML     69K  
                Activity (Details)                                               
106: R93         Stock-Based Compensation - Summary of The Activity  HTML     78K  
                for Unvested Restricted Stock Units and                          
                Performance Stock Unit (Details)                                 
107: R94         Commitments and Contingencies - Additional          HTML     58K  
                Information (Detail)                                             
108: R95         Segment Information - Additional Information        HTML     46K  
                (Detail)                                                         
109: R96         Segment Information - Summary of Consolidated       HTML     59K  
                Financial Information of our Operations by                       
                Geographic Location (Detail)                                     
110: R97         Derivatives and Fair Value Measurements -           HTML     71K  
                Additional Information (Detail)                                  
111: R98         Derivatives and Fair Value Measurements - Location  HTML     62K  
                and Fair Value Amount of Derivative Instruments                  
                (Detail)                                                         
112: R99         Derivatives and Fair Value Measurements - Volume    HTML     55K  
                of Company 's Activity in Derivative Instruments                 
                (Detail)                                                         
113: R100        Derivatives and Fair Value Measurements - Location  HTML     65K  
                and Amount of Gains and Losses on Derivatives Not                
                Designated as Hedging Instruments Reported in                    
                Consolidated Statements of Operations (Detail)                   
114: R101        Derivatives and Fair Value Measurements - Assets    HTML     58K  
                and Liabilities Measured and Recorded at Fair                    
                Value (Detail)                                                   
115: R102        Accumulated Other Comprehensive Income - Changes    HTML     66K  
                in Accumulated Other Comprehensive Income/(Loss)                 
                Net of Tax by Component (Detail)                                 
116: R103        Accumulated Other Comprehensive Income -            HTML     75K  
                Reclassifications Out of Accumulated Other                       
                Comprehensive Income (Loss) (Detail)                             
117: R104        Revenue Recognition - Additional Information        HTML     62K  
                (Detail)                                                         
118: R105        Revenue Recognition - Additional Information 1      HTML     44K  
                (Detail)                                                         
119: R106        Revenue Recognition - Percentage of Sales by Major  HTML     61K  
                Product Lines (Detail)                                           
120: R107        Revenue Recognition - Summary of Revenues by Type   HTML     49K  
                of Item Sold (Detail)                                            
121: R108        Provision for Credit Losses - Schedule of           HTML     49K  
                Reconciliation of Provision for Credit Losses                    
                (Detail)                                                         
122: R109        Income Taxes - Elements of Provision for Income     HTML     68K  
                Taxes (Detail)                                                   
123: R110        Income Taxes - Reconciliation of Income Taxes with  HTML     64K  
                Amounts Computed by Applying Federal Tax Rate                    
                (Detail)                                                         
124: R111        Income Taxes - Reconciliation of Income Taxes with  HTML     40K  
                Amounts Computed by Applying Federal Tax Rate                    
                (Parenthetical) (Detail)                                         
125: R112        Income Taxes - Additional Information (Detail)      HTML     77K  
126: R113        Income Taxes - Components of Deferred Income Tax    HTML     67K  
                Assets and Liabilities (Detail)                                  
127: R114        Income Taxes - Reconciliation of Unrecognized Tax   HTML     44K  
                Benefits (Detail)                                                
128: R115        Earnings Per Share - Additional Information         HTML     42K  
                (Detail)                                                         
129: R116        Earnings Per Share - Calculation of Basic and       HTML     74K  
                Diluted Earnings Per Share (Detail)                              
130: R117        Subsequent Events - Additional Information          HTML     62K  
                (Detail)                                                         
131: R118        Valuation and Qualifying Accounts - Valuation and   HTML     56K  
                Qualifying Accounts (Detail)                                     
132: R119        Valuation and Qualifying Accounts - Valuation and   HTML     42K  
                Qualifying Accounts (Parenthetical) (Detail)                     
134: XML         IDEA XML File -- Filing Summary                      XML    261K  
137: XML         XBRL Instance -- ryi-20231231_htm                    XML   5.30M  
133: EXCEL       IDEA Workbook of Financial Report Info              XLSX    274K  
13: EX-101.SCH  XBRL Taxonomy Extension Schema With Embedded         XSD   6.88M 
                Linkbases Document -- ryi-20231231                               
135: JSON        XBRL Instance as JSON Data -- MetaLinks              919±  1.47M  
136: ZIP         XBRL Zipped Folder -- 0000950170-24-018005-xbrl      Zip   1.82M

‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

EX-97.1

Exhibit 97.1

RYERSON HOLDING CORPORATION

POLICY FOR THE
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

Purpose. The purpose of this Policy is to describe the circumstances in which Executives will be required to repay or return Erroneously Awarded Compensation to members of the Company Group. Capitalized terms shall have the meanings set forth in Section 3 below. Each Executive that becomes subject to this Policy shall be required to sign and return to the Company the Acknowledgement Form attached hereto as Exhibit A pursuant to which such Executive will agree to be bound by the terms and comply with this Policy.

This Policy has been approved by the Board and shall be effective as of the Effective Date.

Administration. This Policy shall be administered by the Committee. Any determinations made by the Committee shall be final and binding on all affected individuals and their beneficiaries, heirs, executors, administrators, or other legal representatives. The Committee shall have full power and authority to (i) administer and interpret this Policy; (ii) correct any defect, supply any omission and reconcile any inconsistency in this Policy; and (iii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Policy and to comply with applicable law (including Section 10D of the Exchange Act) and applicable stock market or exchange rules and regulations. Notwithstanding anything to the contrary contained herein, to the extent permitted by Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual, the Board may, in its sole discretion, at any time and from time to time, administer this Policy in the same manner as the Committee.

Definitions. For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.

(a)

“Accounting Restatement” shall mean an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).

(b)

“Board” shall mean the Board of Directors of the Company.

(c)

“Clawback Eligible Incentive Compensation” shall mean, in connection with an Accounting Restatement and with respect to each individual who served as an Executive Officer at any time during the applicable performance period for any Incentive-based Compensation (whether or not such individual is serving as an Executive Officer at the time the Erroneously Awarded Compensation is required to be repaid to the Company Group), all Incentive-based

COMMENTS \* UPPER \* MERGEFORMAT

Compensation Received by such Executive (i) on or after the Effective Date, (ii) after beginning service as an Executive Officer, (iii) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (iv) during the applicable Clawback Period.

(d)

“Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.

(e)

“Committee” shall mean the Compensation Committee of the Board.

(f)

“Company” shall mean Ryerson Holding Corporation, a Delaware corporation.

(g)

“Company Group” shall mean the Company, together with each of its direct and indirect subsidiaries.

(h)

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

(i)

“Effective Date” shall mean October 30, 2023.

(j)

“Erroneously Awarded Compensation” shall mean, with respect to each Executive in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Incentive-based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.

(k)

“Executive” shall mean any current or former Executive Officer.

(l)

“Executive Officer” shall mean, with respect to the Company, at any time at or following the Effective Date, (i) its president, (ii) its principal financial officer, (iii) its principal accounting officer (or if there is no such accounting officer, its controller), (iv) any vice-president in charge of a principal business unit, division or function (such as sales, administration or finance), (v) any other officer who performs a policy-making function for the Company (including any officer of the Company’s parent(s) or subsidiaries if they perform policy-making functions for the Company), and (vi) any other person who performs similar policy-making functions for the Company. Identification of an Executive Officer for purposes of this Policy would include at a minimum executive officers identified pursuant to 17 C.F.R. 229.401(b).

(m)

“Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall for purposes of this Policy be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.

COMMENTS \* UPPER \* MERGEFORMAT

(n)

“Incentive-based Compensation” shall mean any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

(o)

“NYSE” shall mean the New York Stock Exchange.

(p)

“Policy” shall mean this Policy for the Recovery of Erroneously Awarded Compensation, as the same may be amended and/or restated from time to time.

(q)

“Received” shall, with respect to any Incentive-based Compensation, mean actual or deemed receipt, and Incentive-based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if payment or grant of the Incentive-based Compensation occurs after the end of that period.

(r)

“Restatement Date” shall mean the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.

(s)

“SEC” shall mean the U.S. Securities and Exchange Commission.

Repayment of Erroneously Awarded Compensation.

(a)

In the event of an Accounting Restatement, the Committee shall promptly (and in all events within ninety (90) days after the Restatement Date) determine the amount of any Erroneously Awarded Compensation for each Executive in connection with such Accounting Restatement and shall promptly thereafter provide each Executive with a written notice containing the amount of Erroneously Awarded Compensation and a demand for recoupment, repayment or return, as applicable, of such amount. For Incentive-based Compensation based on (or derived from) stock price or total shareholder return where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-based Compensation was Received (in which case, the Company shall maintain documentation of such determination of that reasonable estimate and provide such documentation to NYSE).

(b)

The Committee shall have broad discretion to determine the appropriate means of recovery of Erroneously Awarded Compensation based on all applicable facts and circumstances and taking into account the time value of money and the cost to shareholders of delaying recovery. To the extent that the Committee determines that any method of recovery (other than repayment by the Executive in a lump sum in cash or property) is appropriate, the Company shall offer to enter into a repayment agreement (in a form reasonable acceptable to the Committee) with the Executive. If the Executive accepts such offer and signs the repayment agreement within thirty (30) days after such offer is extended, the Company shall countersign such repayment agreement. If the Executive fails to sign the repayment agreement within thirty (30) days after such offer is extended, the Executive will be required to repay the Erroneously Awarded Compensation in a

COMMENTS \* UPPER \* MERGEFORMAT

lump sum in cash (or such property as the Committee agrees to accept with a value equal to such Erroneously Awarded Compensation) on or prior to the date that is one hundred twenty (120) days following the Restatement Date. For the avoidance of doubt, except as set forth in Section ‎4(d) below, in no event may the Company Group accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive’s obligations hereunder.

(c)

To the extent that an Executive fails to repay all Erroneously Awarded Compensation to the Company Group when due (as determined in accordance with Section ‎4(b) above), the Company shall, or shall cause one or more other members of the Company Group to, take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Executive. The applicable Executive shall be required to reimburse the Company Group for any and all expenses reasonably incurred (including legal fees) by the Company Group in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence.

(d)

Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated by Section ‎4(b) or ‎‎4(c) above if the following conditions are met and the Committee determines that recovery would be impracticable:

(i)

The direct expenses paid to a third party to assist in enforcing the Policy against an Executive would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously Awarded Compensation, documented such attempts and provided such documentation to NYSE;

(ii)

Recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to NYSE, that recovery would result in such a violation and a copy of the opinion is provided to NYSE; or

(iii)

Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

Reporting and Disclosure. The Company shall file all disclosures required with respect to this Policy in accordance with the requirement of the federal securities laws, including the disclosure required by the applicable SEC filings.

Indemnification Prohibition. No member of the Company Group shall be permitted to indemnify an Executive against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company Group’s enforcement of its rights under this Policy. Further, no member of the Company Group shall enter into any agreement that exempts any Incentive-based Compensation from the application of this Policy or that waives the Company Group’s right to recovery of any Erroneously Awarded Compensation and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date).

COMMENTS \* UPPER \* MERGEFORMAT

Interpretation. The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. Notwithstanding anything to the contrary herein, this Policy is intended to comply with the requirements of Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual (and any applicable regulations, administrative interpretations or stock market or exchange rules and regulations adopted in connection therewith). The provisions of this Policy shall be interpreted in a manner that satisfies such requirements and this Policy shall be operated accordingly. If any provision of this Policy would otherwise frustrate or conflict with this intent, the provision shall be interpreted and deemed amended so as to avoid such conflict. If any provision of this Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.

Effective Date. This Policy shall be effective as of the Effective Date.

Amendment; Termination. The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary, including as and when it determines that it is legally required by any federal securities laws, SEC rule or the rules of any national securities exchange or national securities association on which the Company’s securities are listed. The Committee may terminate this Policy at any time. Notwithstanding anything in this Section ‎9 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule or the rules of any national securities exchange or national securities association on which the Company’s securities are listed, or cause the Company’s securities to be delisted from a national securities exchange.

10.

Other Recoupment Rights; No Additional Payments. The Committee intends that this Policy will be applied to the fullest extent of the law. The Committee may require that any employment agreement, equity award agreement, or any other agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require an Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company Group under applicable law, regulation or rule or pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company Group. Any applicable award agreement or other document setting forth the terms and conditions of any compensation covered by this Policy shall be deemed to include the restrictions imposed herein and incorporate this Policy by reference and, in the event of any inconsistency, the terms of this Policy will govern. For the avoidance of doubt, this Policy applies to all compensation that is received on or after the Effective Date, regardless of the date on which the award agreement or other document setting forth the terms and conditions of the Executive’s compensation became effective, including, without limitation, compensation received under the Company’s Second Amended And Restated 2014 Omnibus Incentive Plan, as may be amended and restated or amended from time to time, the Executive’s employment agreement, or annual incentive plan and any successor plan or agreement to each of the foregoing.

COMMENTS \* UPPER \* MERGEFORMAT

11.

Successors. This Policy shall be binding and enforceable against all Executives and their beneficiaries, heirs, executors, administrators, or other legal representatives.

* * *

Exhibit A

RYERSON HOLDING CORPORATION

POLICY FOR THE
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

ACKNOWLEDGEMENT FORM

By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Ryerson Holding Corporation Policy for the Recovery of Erroneously Awarded Compensation (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy.

By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company Group. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation (as defined in the Policy) to the Company Group to the extent required by, and in a manner permitted by, the Policy.

________________________________
Signature

________________________________
Print Name

________________________________
Date

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/21/24
For Period end:	12/31/23
	10/30/23	10-Q, 8-K
	11/28/22
		List all Filings

20 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/30/22  Ryerson Holding Corp.             8-K:1,2,8,9 6/29/22   12:2M                                     Donnelley … Solutions/FA
 5/05/21  Ryerson Holding Corp.             10-Q        3/31/21   88:12M                                    ActiveDisclosure/FA
 2/24/21  Ryerson Holding Corp.             10-K       12/31/20  147:28M                                    ActiveDisclosure/FA
11/09/20  Ryerson Holding Corp.             8-K:1,2,8,911/05/20   12:2.7M                                   ActiveDisclosure/FA
 9/27/19  Ryerson Holding Corp.             8-K:1,2,9   9/23/19    2:1.3M                                   Donnelley … Solutions/FA
 6/29/18  Ryerson Holding Corp.             8-K:1,2,9   6/29/18    2:1.2M                                   Donnelley … Solutions/FA
 6/05/18  Ryerson Holding Corp.             8-K:1,8,9   6/04/18    3:468K                                   Donnelley … Solutions/FA
11/17/16  Ryerson Holding Corp.             8-K:1,2,8,911/16/16    3:1.2M                                   Donnelley … Solutions/FA
 3/09/16  Ryerson Holding Corp.             10-K       12/31/15  141:33M                                    ActiveDisclosure/FA
 8/12/15  Ryerson Holding Corp.             10-Q        6/30/15   77:20M                                    ActiveDisclosure/FA
 7/29/15  Ryerson Holding Corp.             8-K:1,2,9   7/24/15    5:1.4M                                   Donnelley … Solutions/FA
 6/05/15  Ryerson Holding Corp.             8-K:5,9     6/01/15    2:83K                                    Donnelley … Solutions/FA
 5/08/15  Ryerson Holding Corp.             8-K:5,9     5/07/15    3:40K                                    Donnelley … Solutions/FA
 5/07/15  Ryerson Holding Corp.             10-Q        3/31/15   79:8.2M                                   Donnelley … Solutions/FA
 8/06/14  Ryerson Holding Corp.             S-1/A¶               146:19M                                    Donnelley … Solutions/FA
 6/24/14  Ryerson Holding Corp.             S-1/A                  6:4.3M                                   Donnelley … Solutions/FA
 3/28/14  Ryerson Holding Corp.             S-1/A¶      3/27/14    4:3.7M                                   Donnelley … Solutions/FA
 5/06/13  Ryerson Holding Corp.             S-1/A                  7:5M                                     Donnelley … Solutions/FA
 1/22/10  Ryerson Holding Corp.             S-1                    5:3.2M                                   Donnelley … Solutions/FA
 2/24/09  Ryerson Inc.                      S-4/A       2/23/09   15:4.3M                                   Donnelley … Solutions/FA

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Filing Submission 0000950170-24-018005 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Ryerson Holding Corp. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On: Wednesday, 2/21/24, at 4:44pm ET · For: 12/31/23 · Accession #: 950170-24-18005 · File #: 1-34735

Annual Report — Form 10-K — SEA’34Filing Table of Contents

‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation

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Dates Referenced Herein and Documents Incorporated by Reference

20 Previous Filings that this Filing References

Annual Report — Form 10-K — SEA’34

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