James K. Kamsickas - Director | RELIANCE (RS) Executive Profile & Compensation

About James K. Kamsickas

James K. Kamsickas (age 58) is an independent director of Reliance, Inc. (RS) who joined the Board in October 2024 and serves on the Audit and Compensation Committees. He is the former Chairman (Dec 2019–Nov 2024) and Chief Executive Officer (2015–Nov 2024) of Dana Incorporated; he previously served as CEO of International Automotive Components Group and held senior roles at Lear Corporation. He holds a B.S. in Business Administration (Central Michigan University) and an MBA (Michigan State University).

Past Roles

Organization	Role	Tenure	Committees/Impact
Dana Incorporated (NYSE: DAN)	Chairman of the Board	Dec 2019 – Nov 2024	Led board oversight and governance at a global industrial company; adds international operations perspective to RS.
Dana Incorporated (NYSE: DAN)	President & Chief Executive Officer	2015 – Nov 2024	Global leadership across propulsion and energy-management solutions; deep operating and human capital experience.
International Automotive Components Group S.A.	Chief Executive Officer; Director	CEO tenure not dated; Board member 2007–2015	Automotive interiors; governance and strategic execution experience as board member and CEO.
Lear Corporation	Head, Interior Systems Division; other senior roles	Not dated	Operational leadership in automotive interiors; relevant to complex supply chains.

External Roles

Organization	Role	Tenure	Committees/Impact
Dana Incorporated	Director (recent past)	Through Nov 2024	Ordinary-course commercial relationship with RS; amounts below NYSE independence thresholds; Board determined not material.
International Automotive Components Group S.A.	Director (past)	2007–2015	Governance experience in global supplier.

Board Governance

Committee assignments: Audit Committee member; Compensation Committee member. Current Compensation Committee composition: Chair Karen W. Colonias; members James K. Kamsickas, Robert A. McEvoy, David W. Seeger. Audit Committee chaired by Frank J. Dellaquila.
Independence: Board determined Kamsickas is independent under NYSE rules; RS’s Board has 7 of 8 independent directors post-2025 annual meeting; independent non-executive Chair (Douglas W. Stotlar).
Attendance: RS Board met 9 times in 2024; all current directors attended at least 90% of Board and committee meetings. Audit met 9 times; Compensation met 5 times; Nominating & Governance met 4 times.
Executive sessions and structure: Non-management directors meet regularly in executive session led by the independent Chair. Majority voting for director elections; age-75 director retirement policy.

Fixed Compensation

RS director pay structure (2024): $140,000 annual cash retainer; 506 shares fully vested at grant (approx. $150,059 grant-date fair value); additional annual retainers: Audit Chair $25,000; Compensation Chair $20,000; Nominating & Governance Chair $20,000; non-executive Board Chair $150,000. Paid quarterly.

Director	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Total ($)
James K. Kamsickas	35,000	— (joined post May 15 grant)	35,000

Notes:

2024 director stock awards were granted May 15, 2024; fully vested on grant; Mr. Kamsickas’ Q4 2024 appointment resulted in pro-rated cash only and no 2024 stock grant.

Performance Compensation

Program Element	Grant Date	Share Count	Vesting	Applicability to J. Kamsickas (2024)
Standard RS Director Equity Grant (2024)	May 15, 2024	506 shares	Fully vested at grant	Not granted (appointed Q4 2024)

RS director equity grants are time-based and not tied to performance metrics; there are no director options or PSUs disclosed.

Other Directorships & Interlocks

Company	Relationship to RS	Nature of Interlock/Transaction	Board View
Dana Incorporated	Ordinary-course commercial relationship	RS had arm’s-length transactions; below NYSE independence thresholds	Board determined not a material relationship; independence maintained.
Latham Group, Inc. (SWIM)	Other director (Dellaquila)	Ordinary-course commercial relationship	Below NYSE thresholds; immaterial. (Context for board independence standards)

Expertise & Qualifications

Global industrial leadership (CEO/Chair at Dana), international operations, human capital management; prior automotive interiors operating experience (Lear).
Education: BS Business Administration (Central Michigan), MBA (Michigan State).

Equity Ownership

Beneficial ownership: “—” shares as of March 28, 2025; less than 1% of outstanding shares. RS had 52,888,989 shares outstanding on the record date.
Director stock ownership guideline: Directors must own RS stock equal to 5× annual cash retainer within 6 years of appointment; all directors are either compliant or on track within the 6-year window.

Holder	Shares Beneficially Owned	% Outstanding	Notes
James K. Kamsickas	—	* (<1%)	Joined Q4 2024; within 6-year guideline window.

Governance Assessment

Positives
- Independent director with deep global industrial leadership; sits on Audit and Compensation, supporting board effectiveness in financial oversight and pay governance.
- RS governance is robust: majority voting; independent non-executive Chair; regular executive sessions; strong attendance; director stock ownership requirements; anti-hedging/pledging policies.
- Compensation Committee engages independent consultant; annual peer review; clear pay philosophy and clawback policy at the company level.
Watch items / potential conflicts
- Initial ownership alignment: no disclosed RS share holdings as of March 28, 2025; expected to build to 5× retainer under policy within six years.
- Ordinary-course RS transactions with Dana during/after his tenure were reviewed and deemed immaterial by the Board; continue monitoring for any future related-party exposure.
Signals
- Committee workload/engagement appears strong (Audit: 9 meetings; Compensation: 5), which should support his onboarding and contribution despite late-2024 appointment.