William A. Smith II
RELIANCEAbout William A. Smith II
William A. Smith II, 57, is Senior Vice President, General Counsel and Corporate Secretary of Reliance, Inc. (RS). He was appointed SVP in May 2015 after serving as Vice President, General Counsel and Corporate Secretary since May 2013, and previously held senior legal and corporate development roles in metals and technology firms and as a partner at DLA Piper focusing on M&A . Company performance context for 2024: diluted EPS $15.56, cash flow from operations $1.43B, gross profit margin 29.7%, tons sold growth outperformed MSCI by 6.0%, and total returns to stockholders included $249.7M dividends and $1.09B buybacks . Over 2019–2024, RS cumulative TSR equated to $245.9 on a $100 base vs $205.8 for the peer group, with 2024 net income of $878.0M and annual ROA of 11.57% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Reliance, Inc. | SVP, General Counsel & Corporate Secretary | May 2015–present | Lead legal and governance; advanced from VP GC & CS (May 2013–May 2015) |
| Metals USA Holdings Corp. | SVP, Chief Legal Officer & Secretary | Aug 2009–May 2013 | Public metals service center acquired by RS in Apr 2013; corporate legal leadership through sale |
| Cross Match Technologies, Inc. | SVP, General Counsel & Secretary; Director of Corporate Development | Jun 2005–Aug 2008 (Corp Dev Sep 2006–Aug 2008) | Led legal and corporate development in biometrics/security technology |
| DLA Piper | Partner, Corporate & Securities | Prior to 2005 | Corporate law practice including mergers and acquisitions |
External Roles
No current public company directorships disclosed; Smith is an executive officer (not a director) at RS .
Fixed Compensation
Three-year summary of disclosed compensation for William A. Smith II.
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 602,500 | 622,500 | 642,500 |
| Stock Awards (Grant Date FV) | 1,400,158 | 1,399,891 | 1,440,436 |
| All Other Compensation | 282,604 | 303,119 | 239,981 |
| Total | 4,028,787 | 4,215,510 | 3,736,407 |
All Other Compensation (2024 detail):
| Component | 2024 ($) |
|---|---|
| 401(k) Match | 13,800 |
| Company Contribution to Deferred Compensation Plan | 104,800 |
| Dividend Equivalents on RSUs | 120,481 |
| Internet Expense Allowance | 900 |
| Total | 239,981 |
Performance Compensation
Annual Cash Incentive (2024) – Pay-for-Performance Design and Outcome
| Metric | Weighting | Target | Actual (2024) | Payout Basis |
|---|---|---|---|---|
| Pretax Income Margin | 90% of award opportunity | 7.50% → 135% of base at target | 8.44% | 185.8% of base via interpolation |
| Tons Sold Growth vs MSCI | 10% of award opportunity | 1.0% over MSCI → 15% of base; max at 2.0% → 30% of base | 6.0% over MSCI | 30% of base (max) |
Aggregate result for Smith: 215.8% of base salary paid under the 2024 annual cash incentive; end-of-year base salary $655,000; actual award $1,413,490 . For 2025, weighting was increased to 80% Pretax Income Margin and 20% Tons Sold Growth; target remains 150% of base salary .
Long-Term Equity Incentives (RSUs/PSUs)
2024 Grants and Vesting Terms (Second Amended and Restated 2015 Incentive Award Plan):
| Award Type | Grant Date | Shares/Units | Performance Metric | Vest Date | Grant Date FV ($) |
|---|---|---|---|---|---|
| Service-based RSUs | 2/13/2024 | 1,495 | n/a | 12/1/2026 (continued employment) | 432,160 |
| Performance-based RSUs (threshold/target/max) | 2/13/2024 | 872 / 3,488 / 6,976 | 3-year ROA | 12/31/2026 (ROA thresholds) | 1,008,276 (target) |
ROA performance grid (increased rigor vs 2023):
| ROA Metric | 2023 Targeting | 2024 Targeting |
|---|---|---|
| Threshold | 6.00% → 25% vest | 7.00% → 25% vest |
| Target | 8.00% → 100% vest | 10.00% → 100% vest |
| Maximum | 13.00% → 200% vest | 13.00% → 200% vest |
Performance payout history: 2022-granted PSUs vested at 200% based on three-year ROA of 17.86% (measurement period ended 12/31/2024) .
Equity Ownership & Alignment
| Item | As of/Period | Amount |
|---|---|---|
| Beneficial ownership (direct/indirect) | 3/28/2025 | 19,561 shares; <1% outstanding |
| Unvested service-based RSUs (excluded from beneficial ownership footnote) | 3/28/2025 | 4,115 RSUs excluded (footnote context) |
| Unvested service-based RSUs (FY-end table) | 12/31/2024 | 2,624 units; $706,538 MV (at $269.26) |
| Unearned PSUs (reported at max per SEC rules) | 12/31/2024 | 27,484 units; $7,400,342 MV (at $269.26) |
| 2024 RSU/PSU vesting realized | 2024 | 12,380 shares; $4,033,761 value |
| Ownership guidelines | Policy | Senior Vice Presidents must hold 3x base salary; all NEOs in compliance |
| Hedging/pledging | Policy/Status | Prohibited; none in place as of 12/31/2024 |
| Options | Policy/Status | No options outstanding; RSUs are primary equity vehicle |
Vesting schedule for unvested and vested-but-unsettled RSUs (performance RSUs presented at max per SEC rules):
| Grant | Service Vest 12/1/2025 | Service Vest 12/1/2026 | Performance Vest 12/31/2024 | Performance Vest 12/31/2025 | Performance Vest 12/31/2026 |
|---|---|---|---|---|---|
| 3/22/2022 | — | — | 11,472 | — | — |
| 2/17/2023 | 1,129 | — | — | 9,036 | — |
| 2/13/2024 | — | 1,495 | — | — | 6,976 |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreements | None; no individual severance or change-in-control agreements for executive officers |
| Confidentiality/trade secrets | Customary confidentiality and trade secrets agreements for executive officers |
| Change-in-control treatment | Double-trigger: prorated vesting for service RSUs; performance RSUs vest based on shortened measurement period ROA, prorated |
| Qualifying retirement definition | Termination (other than for cause) after age 62 and 10 consecutive years of service |
| Clawback policy | Mandatory recovery of erroneously awarded performance-based compensation upon accounting restatement per NYSE Rule 303A.14 and Exchange Act Rule 10D‑1 |
| Perquisites | None for NEOs |
Estimated benefits upon termination or change in control (as of 12/31/2024) — William A. Smith II:
| Scenario | Cash Severance ($) | Accelerated Incentive Vesting ($) | Benefits ($) | Pension/Deferred Comp ($) | Total ($) |
|---|---|---|---|---|---|
| Qualified Retirement | 0 | 2,522,993 | 0 | 0 | 2,522,993 |
| Termination for Cause | 0 | 0 | 0 | 0 | 0 |
| Termination Without Cause | 0 | 0 | 0 | 0 | 0 |
| Termination Without Cause Following Change-in-Control | 0 | 2,522,993 | 0 | 0 | 2,522,993 |
| Change-in-Control Only | 0 | 0 | 0 | 0 | 0 |
| Death | 0 | 2,522,993 | 0 | 0 | 2,522,993 |
| Disability | 0 | 2,522,993 | 0 | 0 | 2,522,993 |
Compensation Structure Analysis
- 2024 annual cash plan increased Pretax Income Margin rigor; outcome paid above target but below max for margin and at max for Tons Sold, yielding 215.8% of base for all NEOs, including Smith .
- Long-term equity remained performance-heavy; for “other NEOs” like Smith, 70% of target equity was performance-based; ROA targets were raised in 2024 .
- No employment agreements or tax gross-ups; double-trigger vesting only; anti-hedging and anti-pledging policies in effect with no arrangements outstanding as of 12/31/2024 .
Compensation Peer Group & Say-on-Pay
- Independent consultant Pay Governance advises the Compensation Committee; peer group comprises industrial/metals firms (e.g., AGCO, Nucor, Steel Dynamics, PACCAR, etc.) .
- Relative positioning (2024): RS ranked 36th percentile in revenues, 48th percentile pretax margin, 68th percentile ROA (80th percentile over five years); target total direct compensation for “other NEOs” approximated the 60th percentile of peers .
- Say-on-pay approval: ~89% in 2024; at least 89% in each of 2020–2024 .
Performance Compensation
Annual Cash Incentive payout details for William A. Smith II:
| Base Salary at YE 2024 ($) | Target (% of Base) | Actual Award ($) | Actual (% of Base) |
|---|---|---|---|
| 655,000 | 150.0% | 1,413,490 | 215.8% |
Equity Ownership & Alignment (Vested vs Unvested Snapshot)
| Metric | 12/31/2024 |
|---|---|
| Service-based RSUs Unvested (# / $) | 2,624 / $706,538 |
| PSUs (Unearned, at Max) (# / $) | 27,484 / $7,400,342 |
| Shares Acquired on Vesting in 2024 (# / $) | 12,380 / $4,033,761 |
Employment Terms (Additional)
- Stock ownership policy requires SVPs to reach 3x base salary within five years; RS reports all NEOs are compliant; SVPs collectively hold $27,788,720 in common stock (12.1x base) as of 3/28/2025, reinforcing alignment with stockholders .
- RS maintains a clawback aligned with NYSE/SEC rules; executive cash/equity incentives subject to recovery upon restatements .
Investment Implications
- Alignment: Smith’s pay is tightly linked to ROA and pretax margins, with 70% of his target equity performance-based and robust ownership requirements; anti-hedging/pledging and an active clawback reduce governance risk .
- Retention and selling pressure: Upcoming vesting dates (service RSUs in 2025 and 2026; PSUs in 2025 and 2026) and significant unearned PSUs ($7.4M MV at FY24) suggest strong retention incentives but may create periodic liquidity needs (e.g., tax withholding) near vesting dates; there are no employment or severance agreements, and cash severance is zero, making equity the primary retention lever .
- Performance continuity: RS’s demonstrated pay-for-performance, raised incentive rigor (2024 ROA and margin targets), and consistent shareholder support (≥89% say-on-pay) indicate incentive structures that reward execution while curbing excessive risk, a positive for governance-sensitive investors .