Stephen P. Koch
RELIANCEAbout Stephen P. Koch
Stephen P. Koch, 58, is Executive Vice President and Chief Operating Officer of Reliance, Inc. (RS), appointed in July 2022 after serving as Senior Vice President, Operations since April 2010 and previously holding leadership roles at Chapel Steel Corp., a Reliance subsidiary . RS’s recent performance context for his tenure includes 2024 EPS of $15.56, cash flow from operations of $1.43B, gross profit margin of 29.7%, and tons sold growth 6.0% above MSCI benchmark, alongside $249.7M in dividends and a record $1.09B in repurchases . Pay-vs-performance disclosures show RS’s 2024 TSR translating a $100 initial investment to $245.9 vs. peer group $205.8, net income of $878.0M, and annual ROA of 11.57% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Reliance, Inc. | Executive Vice President, Chief Operating Officer | 2022–present | Principal operating officer; oversees company operations |
| Reliance, Inc. | Senior Vice President, Operations | 2010–2022 | Corporate operations leadership |
| Chapel Steel Corp. (Reliance subsidiary) | President | 2007–2007 (to join Reliance) | Led subsidiary operations |
| Chapel Steel Corp. | Executive Vice President | 2005–2007 | Senior commercial/operational leadership |
| Chapel Steel Corp. | Vice President | 1995–2005 | Operational management |
| Chapel Steel Corp. | Sales Manager | Prior to 1995 | Commercial leadership |
External Roles
- No external public-company directorships or roles disclosed for Koch in RS’s 2025 proxy .
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $656,250 | $718,750 | $765,000 |
| Stock Awards (grant-date fair value) | $1,600,124 | $3,800,059 | $4,115,200 |
| Non-Equity Incentive Plan Compensation | $1,949,063 | $2,250,000 | $1,683,240 |
| Change in Pension/Deferred Earnings | — | — | — |
| All Other Compensation | $266,200 | $295,236 | $226,433 |
| Total | $4,471,637 | $7,064,045 | $6,789,873 |
Additional fixed pay parameters:
- End-of-year base salary set at $780,000 for 2024; 4.0% mid-year increase effective July 2024 approved by independent directors .
- Target annual cash incentive opportunity: 150% of base salary for all NEOs, including Koch .
Performance Compensation
2024 annual cash incentive design and results:
| Metric | Weighting | Target Framework | Actual Result | Payout (% of Base Salary) |
|---|---|---|---|---|
| Pretax Income Margin | 90% of AIP | Sliding scale: threshold 5.00% → 20%; target 7.50% → 135%; max ≥10.00% → 270% | 8.44% | 185.8% |
| Tons Sold Growth vs MSCI | 10% of AIP | Target +1.0% → 15%; max +2.0% → 30%; 0% if below benchmark | +6.0% vs MSCI | 30.0% |
| Total AIP Earned | — | — | — | 215.8% (Koch actual award $1,683,240 on $780,000 salary) |
Long-term equity—2024 grants (Feb 13, 2024):
- Performance-based RSUs (PBRSUs) tied to three-year ROA; vest on Dec 31, 2026, threshold/target/max shares: 2,847 / 11,389 / 22,778; grant-date fair value for Koch $3,292,218 .
- Service-based RSUs vest on Dec 1, 2026; shares: 2,847; grant-date fair value $822,982 .
| 2024 Equity Grants | Threshold | Target | Maximum | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| PBRSUs (ROA) – shares | 2,847 | 11,389 | 22,778 | Dec 31, 2026 | $3,292,218 |
| Service RSUs – shares | — | 2,847 | — | Dec 1, 2026 | $822,982 |
Realized vesting in 2024:
- Shares acquired on vesting: 13,179; value realized: $4,293,515 (includes service RSUs settled and PBRSU determinations) .
- 2021 PBRSUs vested at 200% (maximum) based on ROA; determinations in Feb 2024; vest date Dec 31, 2023 . 2022 PBRSUs that vested in 2024 paid out at maximum based on three-year performance .
Equity mix and benchmarking:
- In 2024–2025, 80% of Koch’s target equity awards are performance-based; Koch’s target total direct compensation approximated the 70th percentile vs peer group COOs .
Equity Ownership & Alignment
As of March 28, 2025 and December 31, 2024:
| Ownership Element | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 10,200 | Excludes 8,753 unvested service-based RSUs |
| Shares outstanding | 52,888,989 | Record date for 2025 AGM |
| Ownership % of outstanding | 0.019% | Computed: 10,200 / 52,888,989; sources cited |
| Unvested service-based RSUs (beneficial table footnote) | 8,753 | Footnote (9) |
| Outstanding service-based RSUs (12/31/24) | 5,913 units; $1,592,134 value | Value at $269.26 per RSU |
| Outstanding performance-based RSUs (max reported) | 60,414 units; $16,267,074 value | SEC rules report at max; value at $269.26 |
| Stock ownership guideline | 4x base salary for COO | Applies to Koch |
| Value of common stock held; compliance | $10,527,947; 7.1x base pay (in compliance) | All NEOs in compliance |
Policies reducing misalignment risk:
- Hedging and pledging prohibited; none of RS directors/executives had such arrangements as of Dec 31, 2024 .
- No stock options outstanding company-wide under 2015 plan or Directors Equity Plan as of Dec 31, 2024 .
Employment Terms
- No employment agreements, severance agreements, change-in-control/golden parachute agreements, or tax gross-ups for executive officers; no perquisites for NEOs .
- Double-trigger equity acceleration: upon termination without cause following a change in control or qualifying retirement/death/disability, service RSUs prorate to termination date; PBRSUs prorate based on a shortened performance period and achievement against metric .
- SERP: unvested rights fully vest if terminated without cause following a change in control or after age 55 with 10 years of service; death/disability benefits apply .
- Deferred Compensation Plan: company contributions vest at earlier of age 55 with ≥5 years in eligible role or age 62; full payout upon change in control, death, or disability .
- Clawback policy requires recovery of erroneously awarded performance-based compensation upon required accounting restatement, consistent with NYSE and SEC rules .
Investment Implications
- Alignment: Koch’s pay is heavily performance-based (80% of his equity awards PBRSUs), with annual cash tied to pretax margin and relative tons growth; 2024 AIP payout was 215.8% of base given 8.44% pretax margin and +6% tons vs MSCI, supporting pay-for-performance linkage .
- Retention: Significant unearned PBRSU overhang (60,414 units reported at max) and service RSUs scheduled to vest in late 2026 create strong retention hooks and reduce near-term selling pressure; no stock options outstanding, limiting forced exercises .
- Ownership and risk controls: Koch exceeds ownership guidelines at 7.1x base pay vs 4x requirement; strict hedging/pledging prohibitions and an SEC/NYSE-compliant clawback mitigate governance red flags and align incentives with shareholder outcomes .
- Peer benchmarking and cost discipline: Koch’s target total direct compensation approximates the 70th percentile for COOs in the peer group, while RS’s returns (TSR $245.9 vs peer $205.8) and strong operating metrics (ROA 11.57%, net income $878M in 2024) suggest value creation during his tenure; say-on-pay support was ~89% in 2024, indicating investor acceptance of program design .