Edward Lehner
About Edward Lehner
Edward J. Lehner is President & Chief Executive Officer of Ryerson and a director since February 2022; he has 33 years of metals industry experience, previously serving as Ryerson’s CFO (Aug 2012–Jun 2015) and PSC Metals’ CFO/CAO (2009–2012). He holds a bachelor’s degree in accounting from the University of Cincinnati and is 59 years old . Under his leadership, Ryerson produced 2024 revenues of $4,598.7 million, gross margin of 18.1%, and cash from operations of $204.9 million amid a cyclical downturn; the year posted a net loss of $8.6 million, while the 3-year cumulative Adjusted EBITDA excluding LIFO declined consistent with industry contraction . Ryerson’s cumulative total shareholder return (TSR) since 12/31/2019 stood at $171.83 per $100 invested by 12/31/2024, with 2024 Adj. EBITDA excl. LIFO at $114.1 million .
Company performance (multi-year):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($USD Millions) | $(65.3) | $295.4 | $391.5 | $146.4 | $(8.6) |
| Adj. EBITDA excl. LIFO ($USD Millions) | $125.7 | $860.6 | $582.0 | $231.1 | $114.1 |
| Company TSR ($ per $100 initial) | $113.29 | $217.77 | $257.23 | $299.90 | $171.83 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ryerson | CFO | Aug 2012–Jun 2015 | Led finance prior to CEO promotion; supported IPO-era transformation |
| PSC Metals | CFO & Chief Administrative Officer | 2009–2012 | Financial/administrative leadership at ferrous/non-ferrous processor |
| Ryerson | President & CEO | Jun 2015–Present | Executed network optimization, ERP unification, and bolt-on M&A |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Metals Service Center Institute (MSCI) | Board member; Chairman | Chairman Jul 2019–Jun 2021; current director | Industry leadership and policy engagement |
| Modumetal Inc. | Director | Not disclosed | Materials technology board service |
| Mississippi State Workforce Investment Board | Director | Not disclosed | Workforce development oversight |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $1,200,000 | CEO elected to forgo scheduled 2024 raise amid downturn |
| Perquisites/Other | $78,050 total including $17,252 401(k) match; $4,902 life insurance; $55,796 RSU dividend equivalents; $100 physical | Standard benefits and RSU dividend equivalents |
Multi-year compensation (Summary Compensation Table):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | $1,200,000 | — | $3,685,000 | — | $78,050 | $4,963,050 |
| 2023 | $1,150,000 | — | $4,001,800 | $1,250,480 | $73,968 | $6,476,248 |
| 2022 | $1,037,500 | $1,200,000 (discretionary) | $3,852,200 | $2,750,000 | $58,412 | $8,898,112 |
Pay mix (target allocation, 2024):
| Component | % of Total Direct Compensation |
|---|---|
| Base Salary | 18.79% |
| Target Annual Bonus | 23.49% |
| Long-Term Incentive (RSUs/PSUs) | 57.71% |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout |
|---|---|---|---|---|---|---|
| Corporate Adj. EBITDA excl. LIFO ($MM) | 50% | 140.0 | 230.0 | 325.0 | 114.1 | 0% |
| Corporate EVA ($MM) | 50% | (90.0) | — | 50.0 | (131.7) | 0% |
AIP target bonus as % of salary: 125% for CEO; 2024 payout $0 .
2025 retention feature: prepaid 18.75% of target AIP in three quarterly installments, subject to continued employment and netted against final payout .
Long-Term Incentive Plan (LTIP)
2024 grants (mix two-thirds PSUs, one-third RSUs):
| Award Type | Units (CEO) | Grant Date | Vesting/Performance |
|---|---|---|---|
| RSUs | 36,300 | Mar 31, 2024 | Time-based; 1/3 annually on each of first three anniversaries |
| PSUs | 73,700 (target) | Mar 31, 2024 | 3-year performance (2024–2026) on Cumulative Adj. EBITDA & Managerial Controllable FCF, equal weights |
2024 PSU performance thresholds/targets:
| Performance Metric | Threshold (50% vesting) | Target (100% vesting) |
|---|---|---|
| Cumulative Adj. EBITDA ($MM) | $575.0 | $750.0 |
| Cumulative Managerial Controllable FCF ($MM) | $450.0 | $625.0 |
Prior PSU cohort (granted Mar 31, 2022): Achieved 100% target on both metrics for 2022–2024; vests Mar 31, 2025 subject to service (CEO) .
Nonqualified stock options (NSOs) – special 2021 grant:
| Tranche | Target Price | Vesting % | Achievement |
|---|---|---|---|
| Year 1 (Apr 1, 2021–Mar 31, 2022) | $18.15 | 10% | Achieved (avg 45-day close $18.27) |
| Year 2 (Apr 1, 2022–Mar 31, 2023) | $19.96 | 20% | Achieved ($33.42) |
| Year 3 (Apr 1, 2023–Mar 31, 2024) | $21.96 | 30% | Achieved ($35.73) |
| Year 4 (Apr 1, 2024–Mar 31, 2025) | $24.15 | 40% | Achieved; 40% vests 3/31/2025 |
CEO NSOs: 12,500 options at $16.50 exercise price; remaining 5,000 unexercisable options at 12/31/2024; vest fully by 3/31/2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 718,228 shares; 2.25% of outstanding (31,850,903 shares) as of 2/24/2025 |
| Pending Vesting (3/31/2025) | 36,300 RSUs; 73,700 PSUs; 5,000 NSOs included in beneficial tally as scheduled to vest/exercise availability |
| Outstanding Awards (12/31/2024) | RSUs: 12,100 (2022), 24,200 (2023), 36,300 (2024) ; PSUs: 73,700 (2022 cohort earned), 73,700 (2023 in-flight), 73,700 (2024 in-flight) ; NSOs: 3,750 exercisable; 5,000 unexercisable |
| Ownership Guidelines | CEO required ≥5x base salary; all executives in compliance at 12/31/2024 |
| Hedging/Pledging | Hedging and short sales prohibited under insider trading policy |
2024 vesting/exercises realized:
| Item | Shares/Value |
|---|---|
| Options Exercised | 3,750 shares; $23,863 value |
| Stock Awards Vested | 53,764 shares; $1,801,094 value |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment | At-will; base salary; AIP participation; LTIP participation; 4 weeks vacation |
| Non-Compete/Non-Solicit | 18-month post-termination restriction on competing, soliciting customers/employees, interfering with relationships |
| Severance (Involuntary without cause / Good reason) | 18 months of base salary plus subsidized COBRA medical/dental; estimated $1,800,000 + $32,413 benefits continuation at 12/31/2024 |
| Death/Disability Payment | $92,308 under severance plan |
| AIP on Termination | Pro-rata AIP for certain terminations (position elimination, death, disability, retirement) based on Company performance |
| Equity on Change in Control | Acceleration discretionary under plan; no automatic single/double trigger specified |
| Clawback | Dodd-Frank compliant recovery policy for erroneously paid incentive compensation |
Potential payments (illustrative at 12/31/2024):
| Scenario | Severance ($) | Benefits Continuation ($) | Total ($) |
|---|---|---|---|
| Involuntary Termination | $1,800,000 | $32,413 | $1,832,413 |
| Death/Disability | $92,308 | — | $92,308 |
Board Governance
- Board service: Director since February 2022 ; not independent (CEO) .
- Committee roles: Member of the Executive Committee (with Kotzubei, Larson, Norment); the committee met as needed, none in 2024 .
- Board leadership: Independent Chair (Stephen P. Larson) appointed Jan 31, 2024; CEO/Chair roles separated to enhance accountability .
- Board/committee meetings: Board met 4 times in 2024; all directors attended at least 75% of meetings except Mr. Kotzubei .
- Director compensation: Only independent directors are paid; as a management director, Mr. Lehner does not receive director compensation .
Compensation & Incentives Analysis
- Strong equity tilt: 57.71% of CEO target pay in LTIP; emphasis on PSUs tied to multi-year financial goals aligns with long-term value creation .
- AIP rigor: 2024 corporate Adj. EBITDA and EVA fell below thresholds; CEO received $0 annual bonus, reinforcing pay-for-performance .
- 2021 NSO grant: Price-based vesting fully achieved through Year 4; options at $16.50 exercise may incentivize share price discipline and potentially create near-term selling pressure upon vest/exercise .
- Say-on-pay support: >99% approval historically, including 2024, reflecting shareholder endorsement of program design .
- Peer benchmarking: Compensation targeted around median of a metals/industrial peer set; CAP engaged since 2016 to advise; committee independent .
Peer group (for benchmarking):
| Representative Peers |
|---|
| Reliance, Steel Dynamics, ATI, MSC Industrial, Olympic Steel, Worthington Enterprises, MRC Global, Carpenter Technology, Kaiser Aluminum, others |
Risk Indicators & Red Flags
- Ownership influence: Platinum Equity owns ~12.3% and holds nomination rights; potential influence over board composition and strategy requires ongoing independent oversight .
- Cyclical headwinds: 2024 net loss and margin compression driven by metals price declines and demand contraction; 2025 tariffs add uncertainty .
- Equity overhang: Significant March 31, 2025 vesting (RSUs/PSUs/NSOs) may create episodic insider selling for tax/liquidity needs .
- Compliance mitigants: Clawback policy and anti-hedging rules reduce misalignment risks; stock ownership guidelines (≥5x salary) met .
Equity Ownership & Director Compliance
| Item | Value |
|---|---|
| CEO beneficial ownership | 718,228 shares; 2.25% of shares outstanding |
| Director independence | All directors independent except CEO |
| Executive stock ownership guideline compliance | Yes (as of 12/31/2024) |
Investment Implications
- Alignment: Zero AIP payout in 2024 and heavy PSU weighting indicate tight pay-performance linkage; 2022 PSU cohort vesting at 100% suggests prior-cycle execution strength .
- Near-term signals: March 31, 2025 vesting and fully achieved NSO tranches could drive insider-related flows; monitoring Form 4s around this date is prudent for trading risk management .
- Strategic execution: ERP unification, network optimization, and bolt-on acquisitions (e.g., Production Metals) support structural margin enhancement through cycles .
- Governance: Separation of Chair/CEO and independent committees mitigate dual-role risks; Platinum influence remains a consideration for control-sensitive investors .
Say-on-pay and performance linkages:
| Item | Detail |
|---|---|
| Say-on-pay approval | >99% support in 2024; annual advisory vote cadence |
| Most important performance measures | Cumulative Adj. EBITDA; Managerial Controllable FCF; EVA |
Note: All values are sourced from Ryerson’s 2025 DEF 14A and 2024 10-K as cited above.