Douglas W. Stotlar
RELIANCEAbout Douglas W. Stotlar
Independent, non-executive Chair of the Board of Reliance, Inc. (RS); director since October 2016; age 64. Former President, Chief Executive Officer and Director of Con-way, Inc. (2005–2015), with earlier senior operating roles at Con-way Transportation Services. Currently serves on RS’s Nominating and Governance Committee and was elected independent, non-executive Chair effective January 2025, leading executive sessions of non-management directors. Core credentials: public company CEO experience, deep logistics/operations expertise, and multi-board governance experience (including AECOM Lead Independent Director) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Con-way, Inc. (formerly CNF Inc.) | President, Chief Executive Officer & Director | Apr 2005 – Oct 2015 | Led transportation/logistics company; public company CEO perspective on ops and investor relations . |
| Con-way Transportation Services Inc. (CTS) | President & CEO; EVP & COO; EVP Operations | 2004–2005; 2002–2004; 1997–2002 | Senior operating leadership of regional trucking enterprise; execution and operations focus . |
| American Trucking Association | Vice President at large; Executive Committee member | Not specified | Industry leadership; policy and industry oversight exposure . |
| Federal Reserve Bank of Chicago (Detroit Branch) | Director | Dec 2014 – Dec 2016 | Regional economic oversight/governance exposure . |
External Roles
| Organization | Role | Committees | Tenure |
|---|---|---|---|
| AECOM (NYSE: ACM) | Lead Independent Director | Nominating & Governance; Audit | Current . |
| LSC Communications, Inc. | Director | — | 2016–2021 (then NYSE-listed) . |
Board Governance
- Current RS roles: Independent, non-executive Chair of the Board (effective Jan 2025) and member of the Nominating & Governance Committee; previously served as Chair of the Nominating & Governance Committee from 2018 to January 2025 .
- Independence: Board determined he qualifies as an independent director under NYSE rules; all standing committees consist solely of independent directors .
- Attendance: The Board met 9 times in 2024; all current directors attended at least 90% of Board and committee meetings in 2024. All nine directors attended the 2024 Annual Meeting .
- Executive sessions: Non-management directors meet regularly without management; sessions are led by the non-executive Chair (Mr. Stotlar) .
- Stock ownership requirements: Directors must own at least 5x their annual cash retainer within six years; all directors are compliant or on track within the six-year window .
- Stockholder engagement: Management engaged with stockholders holding ~16% of outstanding shares in 2024; the Board oversees engagement and receives regular feedback .
Fixed Compensation
| Component (Directors) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors, 2024) | $140,000 | Paid in equal quarterly installments . |
| Committee Chair retainers (2024 structure) | Audit: $25,000; Compensation: $20,000; Nominating & Governance: $20,000 | Structure applicable to committee chairs . |
| Non-executive Chair of the Board retainer (structure) | $150,000 | Additional annual retainer for the non-executive Chair role . |
| Cash paid to Douglas W. Stotlar (2024) | $160,000 | Reflects director retainer plus Nominating & Governance Chair fee in 2024 . |
Performance Compensation
| Grant Date | Type | Shares Granted | Grant-Date FV/Share | Total Grant-Date FV | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|
| May 15, 2024 | Stock award (director equity) | 506 | $296.56 | $150,059 | Fully vested on grant date | None; director stock awards not subject to vesting criteria . |
Notes: RS emphasizes best practices including no hedging or pledging by directors and officers; clawback policy applies to erroneously awarded performance-based compensation (primarily executive incentives) .
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks/Conflicts Disclosed |
|---|---|---|---|
| AECOM (NYSE: ACM) | Lead Independent Director | Nominating & Governance; Audit | None disclosed by RS; independence affirmed . |
| LSC Communications, Inc. | Director (prior) | — | None disclosed by RS . |
- Related-person transactions: RS disclosed no related person transactions involving directors or executive officers since January 1, 2024, other than employment of a former director’s son; none involve Mr. Stotlar .
- Compensation Committee interlocks: RS disclosed none for the Compensation Committee; Mr. Stotlar is not a member of that committee .
Expertise & Qualifications
- Logistics and operations: Substantial logistics industry knowledge from CEO and senior operating roles at Con-way/CTS, relevant to RS’s business and supply chain dynamics .
- Public company CEO/board leadership: Prior public company CEO experience; current Lead Independent Director at AECOM; positions him well as RS’s independent, non-executive Chair .
- Broader governance/economic perspective: Service with American Trucking Association and as a director of the Detroit branch of the Federal Reserve Bank of Chicago .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Holding Structure | As of | Hedging/Pledging |
|---|---|---|---|---|---|
| Douglas W. Stotlar | 8,747 | * (<1%) | All shares held by Kivi Talo Holdings LLC (Mr. Stotlar sole member) | March 28, 2025 | Prohibited by policy; none in place as of 12/31/2024 . |
- Director stock ownership guideline: 5x annual cash retainer; six years to comply; all directors compliant or progressing within the window .
Governance Assessment
- Strengths:
- Independent, non-executive Chair structure enhances oversight; executive sessions regularly led by Mr. Stotlar .
- Board independence and structure (all committees independent); independence for Mr. Stotlar affirmed under NYSE rules .
- Strong meeting engagement: ≥90% attendance by all current directors in 2024 .
- Alignment mechanisms: meaningful director ownership guideline (5x retainer), no hedging/pledging, and robust clawback policy (for executives) .
- Shareholder support signal: ~89% Say‑on‑Pay approval in 2024; ≥89% for 2020–2024 .
- No related‑party transactions involving Mr. Stotlar disclosed .
- Watch items:
- Director equity grants are fully vested at grant; while common for directors and alignment-focused, this provides limited retention/performance conditioning at the director level .
Overall, Mr. Stotlar’s logistics operating background, prior public company CEO experience, and current service as independent, non-executive Chair signal strong board effectiveness and independent oversight, with no apparent conflicts or red flags disclosed in RS’s latest proxy .