Karen W. Colonias
RELIANCEAbout Karen W. Colonias
Independent director of Reliance, Inc. (RS) since 2016; age 67. Former President & CEO (2012–2022) and former CFO (2009–2012) of Simpson Manufacturing Co., Inc. (NYSE: SSD), with deep expertise in strategic planning, M&A, operations, international business, and global finance; currently serves as Chair of RS’s Compensation Committee and member of the Audit Committee . RS’s Board has determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simpson Manufacturing Co., Inc. (SSD) | Executive Advisor | Dec 2022 – Jun 2023 | Senior advisory role post-CEO tenure |
| Simpson Manufacturing Co., Inc. (SSD) | President & Chief Executive Officer | Jan 2012 – Dec 2022 | Led strategy, operations, finance; global execution |
| Simpson Manufacturing Co., Inc. (SSD) | CFO, Treasurer & Secretary | May 2009 – Jan 2012 | Financial leadership, capital allocation |
| Simpson Strong‑Tie Company Inc. (SSD subsidiary) | VP, Global Structural Product Solutions; Plant GM (Stockton, CA) | 2004 – 2009 | Plant operations, manufacturing execution |
| Simpson Strong‑Tie Company Inc. | VP of Engineering (R&D lead) | 1998 – 2009 | Product design, testing, code development |
| Simpson Strong‑Tie Company Inc. | Engineer, R&D | Joined 1984 | Early technical foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simpson Manufacturing Co., Inc. (SSD) | Director (past) | 2013 – Apr 26, 2023 | Board service concluded 2023 |
Board Governance
- Current RS committee assignments: Compensation Committee Chair; Audit Committee member .
- Compensation Committee composition: Colonias (Chair), Kamsickas, McEvoy, Seeger; all independent; no interlocks or insider participation .
- Independence: Board determined Colonias and all non-employee directors are independent under NYSE rules; board committees are composed solely of independent directors .
- Attendance: Board met nine times in 2024; all current directors attended at least 90% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Governance structures: Independent, non-executive Chair since Jan 2025; executive sessions of non-management directors held regularly . No poison pill; majority voting for directors; proxy access; strong stockholder rights .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual cash retainer | $140,000 |
| Committee chair fee (Compensation Chair) | $20,000 |
| Total cash fees earned | $160,000 |
| Equity grant (fully vested shares) | 506 shares; grant-date fair value $150,059 ($296.56/share; granted May 15, 2024) |
| Meeting fees | None (no per-meeting fees) |
Notes: Audit Chair retainer $25,000; Nominating & Governance Chair retainer $20,000; Non-executive Chair retainer $150,000 (for Chair, not applicable to Colonias) .
Performance Compensation
- Director equity awards are not tied to performance (fully vested at grant) . As Compensation Chair, Colonias oversees NEO incentive structures and metrics:
2024 Annual Cash Incentive Plan metrics
| Metric | Threshold | Target | Maximum | 2024 Actual | Payout (as % of base salary) |
|---|---|---|---|---|---|
| Pretax Income Margin | 5.00% → 20.0% | 7.50% → 135.0% | 10.00% → 270.0% | 8.44% | 185.8% (interpolated) |
| Tons Sold Growth vs MSCI | Equal to benchmark → 0.0% | +1.0% → 15.0% | +2.0% → 30.0% | +6.0% | 30.0% (max) |
2024 NEO total payout result: 215.8% of base salary for each NEO under plan outcomes .
Long-term performance-based RSUs (ROA)
| ROA Metric (3-year) | 2024 Grants Threshold | Target | Maximum |
|---|---|---|---|
| ROA vesting scale | 7.00% → 25% vested | 10.00% → 100% vested | 13.00% → 200% vested |
2022 grants vesting result: ROA 17.86% over 2022–2024; 200% of target vested (maximum) .
Clawback policy: Company must recover erroneously awarded performance-based compensation in event of restatement; compliant with NYSE Rule 303A.14 and Exchange Act Rule 10D‑1 .
Other Directorships & Interlocks
| Company | Relationship to RS | Notes |
|---|---|---|
| Simpson Manufacturing Co., Inc. (SSD) | No related-party transactions disclosed | Colonias served as SSD director through Apr 26, 2023; no RS-related transactions disclosed for Colonias |
RS disclosed ordinary course commercial relationships with Latham Group (SWIM) and Dana Incorporated (DANA) tied to other directors; amounts below NYSE independence thresholds; no material relationships affecting director independence; none involve Colonias .
Expertise & Qualifications
- Strategic planning, M&A, facility and plant operations, international business, global finance; prior CEO and CFO credentials at SSD .
- Provides insight on management, operations, and long-term value creation aligned with RS’s diversified industrial business model .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 28, 2025) | 8,747 shares (506 directly; 8,241 as trustee, Colonias Family Trust) |
| % of outstanding shares | <1% (“*” per proxy table) |
| Unvested director awards | Director stock awards fully vested at grant; no unvested director RSUs |
| Hedging/pledging | Prohibited; none in place as of Dec 31, 2024 |
| Director ownership guideline | 5× annual cash retainer; 6 years to achieve; all directors compliant or within the compliance window |
Governance Assessment
- Strengths: Independent director with deep operating and finance experience; Chairs an independent Compensation Committee with an independent consultant (Pay Governance) and strong pay-for-performance design; 2024 say‑on‑pay support at ~89% reinforces shareholder alignment . RS maintains majority voting, proxy access, executive sessions, and an independent non‑executive Chair, supporting board effectiveness .
- Incentive oversight: Metrics are rigorous (higher 2024 pretax margin thresholds; increased ROA targets) with balanced short-term (margin, volume vs industry) and long-term (ROA) focus; clawback policy is robust .
- Engagement and attendance: >90% attendance by directors; regular executive sessions; Board met nine times in 2024; strong governance cadence .
- Conflicts/related parties: No related-person transactions involving Colonias; company-wide prohibition on hedging/pledging; code of conduct and hotline in place; no poison pill; reduces red-flag risk .
- RED FLAGS: None disclosed specific to Colonias (no low attendance, no pledging/hedging, no related-party exposure, no committee interlocks). Continued monitoring warranted for any future external board roles that could intersect RS customer/supplier relationships, but none are disclosed currently .