Arthur Ajemyan
RELIANCEAbout Arthur Ajemyan
Arthur Ajemyan, age 49, is Senior Vice President and Chief Financial Officer of Reliance, Inc. (ticker RS) since February 2022, having served as VP CFO in 2021 and previously Corporate Controller; he is a certified public accountant (inactive) and spent 1998–2005 at PricewaterhouseCoopers before joining Reliance in 2005 . During his tenure as CFO, RS delivered 2024 net sales of $13.84B, diluted EPS of $15.56, cash flow from operations of $1.43B, gross profit margin of 29.7%, Pretax Income Margin (plan-calculated) of 8.44%, Tons Sold Growth +6.0% vs MSCI, and Annual ROA of 11.57% . Pay-versus-performance disclosures show RS 2024 TSR value of $245.9 for a $100 initial investment, above its peer group’s $205.8, alongside net income of $878M and ROA of 11.57% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Reliance, Inc. | Senior Vice President, CFO | Feb 2022–present | Leads finance; oversees audit liaison; capital allocation and pay design inputs . |
| Reliance, Inc. | Vice President, CFO | Jan 2021–Feb 2022 | Transitioned to CFO role; supported 2021–2022 peak pricing cycle . |
| Reliance, Inc. | Vice President, Corporate Controller | May 2014–Jan 2021 | Consolidation, reporting, controls across 300+ sites . |
| Reliance, Inc. | Corporate Controller; various finance roles | 2005–2014 | Scaled reporting and internal controls during acquisitive growth . |
| PricewaterhouseCoopers | Professional staff/manager | 1998–2005 | Audit/assurance foundation and technical accounting credentials . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | None disclosed in proxy . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $562,500 | $625,000 | $692,500 (paid) |
| End‑of‑Year Base Salary ($) | — | — | $710,000 (used for bonus math) |
| Target Annual Cash Incentive (% base) | 150% | 150% | 150% |
| Actual Annual Cash Incentive ($) | $1,630,125 | $2,025,000 | $1,532,180 |
| Actual Annual Cash Incentive (% base) | — | 300.0% | 215.8% |
Notes:
- 2024 mid-year salary increase +5.2% for CFO (effective July 2024), consistent with Compensation Committee actions .
Performance Compensation
2024 Annual Cash Incentive Plan Mechanics and Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout vs Base |
|---|---|---|---|---|---|---|
| Pretax Income Margin (plan) | 90% | 5.00% → 20.0% | 7.50% → 135.0% | 10.00% → 270.0% | 8.44% | 185.8% |
| Tons Sold Growth vs MSCI | 10% | = MSCI → 0.0% | +1.0% → 15.0% | +2.0% → 30.0% | +6.0% | 30.0% |
| Total Payout | — | — | — | Cap 300% | — | 215.8% |
2024 Equity Awards (granted Feb 13, 2024)
| Type | Grant Date | Shares (Target) | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Performance‑based RSUs | 2/13/2024 | 4,555 (threshold 1,139; max 9,110) | 3‑yr ROA; vests 12/31/2026 | $1,316,714 |
| Service‑based RSUs | 2/13/2024 | 1,139 | Time‑based; vests 12/01/2026 | $329,251 |
| Total Stock Awards (2024 SCT) | — | — | — | $1,645,965 |
Performance grid (ROA-based) for 2024 grants: Threshold 7.00% → 25% payout; Target 10.00% → 100%; Maximum 13.00% → 200% .
RSU Vesting Schedule (Unvested and Vested but Unsettled)
| Grant | Service-based vest (12/1/2026) | Performance‑based vest (12/31) |
|---|---|---|
| 3/22/2022 | — | 11,472 (max reported per SEC rules) |
| 2/17/2023 | 1,129 | 9,036 (max) |
| 2/13/2024 | 1,139 | 9,110 (max) |
2024 RSU determinations/settlements: CFO acquired 11,618 shares on vesting with $3,785,021 realized value (includes 2021 performance-based awards vesting at 200%) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (3/28/2025) | 14,418 shares (excludes 3,404 unvested service‑based RSUs) |
| Unvested RSUs at 12/31/2024 | 2,268 service‑based; 29,618 performance‑based |
| Market value of unvested at 12/31/2024 | $610,682 (service) and $7,974,943 (performance), using $269.26 per share |
| Ownership as % of shares outstanding | 14,418 / 52,888,989 ≈ 0.027% (shares outstanding on 3/28/2025) |
| Stock ownership guideline | CFO must hold ≥4x base salary; CFO at 7.1x ($10,527,947 value) — in compliance |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Clawback/Recoupment | SEC/NYSE‑compliant policy covering cash and equity incentive comp |
No stock options disclosed; equity awards are RSUs (service and performance-based) .
Employment Terms
- No employment, severance, or standalone change‑in‑control agreements for executive officers; equity awards feature double‑trigger accelerated vesting upon termination without cause following a change in control (pro‑rated vesting for qualified retirement, death, disability) .
- Deferred Compensation Plan: CFO receives discretionary Company contributions; vesting at age 55 with ≥5 years eligible service or at age 62; paid out upon change‑in‑control, death, or disability .
Estimated incremental benefits for Arthur Ajemyan (as of 12/31/2024):
| Scenario | Cash Severance | Accelerated Incentive Vesting | Pension/Deferred Benefit | Total |
|---|---|---|---|---|
| Qualified Retirement | $0 | $2,640,743 | $228,914 | $2,869,657 |
| Termination w/o Cause | $0 | $0 | $0 | $0 |
| Termination w/o Cause following Change‑in‑Control | $0 | $2,640,743 | $228,914 | $2,869,657 |
| Change‑in‑Control Only | $0 | $0 | $228,914 | $228,914 |
| Death/Disability | $0 | $2,640,743 | $228,914 | $2,869,657 |
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Net sales ($B) | $14.81 | $13.84 |
| Gross profit margin (%) | 30.7% | 29.7% |
| Net income ($MM) | $1,335.9 | $875.2 |
| Cash flow from operations ($MM) | $1,671.3 | $1,429.8 |
| Diluted EPS ($) | $22.64 | $15.56 |
| Pretax Income Margin (plan) | 11.7% | 8.44% |
| Tons Sold Growth vs MSCI | +2.2% | +6.0% |
| Annual ROA (%) | 16.70% | 11.57% |
| TSR ($ value of $100 investment) | $251.8 | $245.9 |
Pay-versus-performance CAP and peer TSR context are disclosed in the proxy .
Compensation Structure Analysis
- Year-over-year cash vs equity mix: 2024 stock awards for CFO were $1.65M with majority performance‑based; annual cash incentive paid below 2023’s max due to lower pretax margin, aligning pay with outcomes .
- Shift toward performance RSUs: 80% of CFO target equity awards are performance‑based in 2024–2025; ROA hurdles raised vs prior year, increasing rigor .
- No guaranteed severance; all incentive plans have caps; clawback in place; no tax gross‑ups; hedging/pledging prohibited — governance‑friendly features .
- Peer benchmarking: CFO’s target total direct compensation approximated the 30th percentile of peers; RS emphasizes high at‑risk pay with industry‑leading long‑term result alignment .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~89%; five‑year support ≥89% (2020–2024), indicating strong investor endorsement of pay design .
- 2023 say‑on‑pay approval ~91% .
Equity Ownership & Pledging
- Ownership guidelines: CFO 4x base salary; current multiple 7.1x, with value of common stock held $10,527,947 — in compliance .
- Hedging and pledging of RS stock are prohibited, reducing misalignment and collateral risks .
Investment Implications
- Strong alignment: High performance‑based equity (80%) tied to ROA over three years; annual cash metrics (pretax margin and relative tons growth) balance profitability and volume discipline — supportive of durable free cash flow and margin stewardship .
- Limited retention risk: Absence of employment/severance contracts is offset by sizable unvested RSUs and double‑trigger change‑in‑control protections; upcoming service vesting (Dec 2026) and performance determinations could create periodic liquidity events but pledging/hedging bans mitigate forced‑sale risk .
- Ownership skin‑in‑the‑game: Direct shareholding is modest vs outstanding shares (≈0.027%), but guideline compliance at 7.1x salary and significant unvested performance RSUs tie outcomes to long‑term ROA and TSR .
- Governance quality: Clawback, no tax gross‑ups, independent Compensation Committee with Pay Governance as independent consultant, and consistent say‑on‑pay support reduce red‑flag risk; compensation peer group calibration keeps CFO pay around market median at target .
Overall, Ajemyan’s incentives emphasize multi‑year ROA and disciplined pretax profitability/volume growth, with rigorous targets in 2024–2026. This design supports capital discipline and cash generation while the lack of guaranteed severance and strong clawbacks/pledging bans limit adverse alignment risks .