Mark Silver
Executive Vice President, General Counsel & Chief Human Resources Officer at Ryerson Holding
Executive
About Mark Silver
Mark S. Silver, 54, serves as Executive Vice President, General Counsel & Chief Human Resources Officer at Ryerson; he has held the GC & CHRO role since February 2020, previously serving as EVP, General Counsel & Secretary (2016–2020) and Vice President & Managing Counsel (2013–2016) . He holds a B.A. in political science from the University of Illinois and a J.D. from Harvard University . Company performance during his CHRO/GC tenure shows cumulative TSR of $171.83 from 12/31/2020 to FY2024, FY2024 Adjusted EBITDA excluding LIFO of $114.1 million, and FY2024 net loss of $8.6 million, highlighting cyclicality and cash discipline embedded in incentive design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ryerson Holding Corporation | EVP, General Counsel & CHRO | Feb 2020–present | Oversees enterprise legal, HR, compensation design, ownership policies, and governance programs aligned with NYSE standards . |
| Ryerson Holding Corporation | EVP, General Counsel & Secretary | Feb 2016–Jan 2020 | Led corporate legal, ethics, and disclosure practices; supported executive compensation programs . |
| Ryerson Holding Corporation | VP & Managing Counsel | Jan 2013–Feb 2016 | Advanced compliance frameworks and corporate governance processes . |
| Sara Lee Corporation | Vice President & Assistant General Counsel | 2006–2012 | Senior legal leadership at a global consumer goods company . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external directorships or committee roles disclosed for Mr. Silver in the proxy . |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $456,750 | 2024 merit increases were voluntarily foregone amid industry downturn; base remained at 6/26/2023 rate . |
| Target Bonus % (AIP) | 70% of base | Based on corporate Adj. EBITDA ex-LIFO and EVA metrics (50/50 weighting) . |
| Actual 2024 AIP Paid | $0 | Corporate performance below threshold on both metrics; no payout . |
| Perquisites & Other | $31,429 | 401(k) match $17,243; life insurance $1,755; dividend equivalents on unvested RSUs $12,281; annual physical $50 . |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | Payout |
|---|---|---|---|---|---|---|
| Corporate Adj. EBITDA excl. LIFO ($mm) | 50% | 140.0 | 230.0 | 325.0 | 114.1 | 0.0% |
| Corporate EVA ($mm) | 50% | (90.0) | — | 50.0 | (131.7) | 0.0% |
• 2025 AIP retention prepayment: 18.75% of target (6.25% per Q1–Q3), earned subject to continued employment and netted against any final AIP attainment .
Long-Term Incentive Plan (LTIP) – 2024 Grants and PSU Structure
| Instrument | Grant Date | Units (Silver) | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs | 3/31/2024 | 8,250 | 1/3 on each of first three anniversaries of grant; forfeiture on termination absent Committee discretion . | Time-based. |
| PSUs | 3/31/2024 | 16,750 (at target) | Later of third anniversary and Committee certification (2024–2026 performance period) . | 50% Cumulative Adjusted EBITDA ($575mm threshold; $750mm target) and 50% Cumulative Managerial Controllable Free Cash Flow ($425mm threshold; $550mm target); straight-line interpolation . |
PSU achievement context:
- 2022 PSU cycle (2022–2024) certified at 100% of target; vests 3/31/2025 subject to employment (except as noted for other NEOs) .
- 2023 PSU projections: 0% payout on cumulative Adj. EBITDA ex-LIFO and ~99% on Managerial Controllable Free Cash Flow (indicative of earnings pressure with strong cash generation) .
Special Option Program – 2021 NSOs
| Feature | Silver Detail | Vesting Milestones |
|---|---|---|
| Strike/Expiry | $16.50; 3/31/2031 | Price hurdles: $18.15 (10% vested), $19.96 (20%), $21.96 (30%), $24.15 (40%); Year 4 condition met with 45-day average achieving $24.15; remaining 40% vests 3/31/2025 (subject to employment) . |
| Outstanding (12/31/2024) | 4,500 exercisable; 3,000 unexercisable | Vested schedule above . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 133,714 shares; under 1% of outstanding class (asterisk denotes <1%) . |
| Ownership Guidelines | Section 16 executives must maintain ownership ≥2x base salary; compliance achieved by all executives as of 12/31/2024 . |
| Vested vs Unvested (12/31/2024) | Unvested RSUs: 2,475 (2022), 5,500 (2023), 8,250 (2024) ; Unearned PSUs at target: 15,075 (2022), 16,750 (2023), 16,750 (2024) ; NSOs: 4,500 exercisable; 3,000 unexercisable . |
| Dividend Equivalents | Credited on RSUs; vest concurrent with RSUs . |
| Hedging/Pledging | Hedging, short sales, and speculative transactions prohibited; no explicit pledging policy disclosed in proxy . |
Vesting/selling pressure signals:
- 3/31/2025 is a concentration date: 2022 PSUs vest at 100%; final 40% of 2021 NSOs vest; third-year tranches of multiple RSU grants vest—potential supply overhang around that date if net-share settlements or discretionary sales occur .
Employment Terms
| Provision | Silver Terms |
|---|---|
| Employment Agreement | At-will; severance and restrictive covenants specified . |
| Severance (No Cause) | 52 weeks base salary continuation payable in installments; 12 months medical/dental at active rates; subject to mutual release and non-compete during severance period . |
| Non-Compete/Non-Solicit | Non-compete during 52-week severance period; confidentiality obligations; non-solicit provisions incorporated . |
| AIP Treatment on Termination | Pro-rated AIP may be payable for position elimination, death, disability, or retirement, subject to corporate attainment . |
| Change-of-Control | Committee retains discretion to accelerate equity vesting; no automatic single/double-trigger acceleration disclosed . |
| Clawback Policy | Dodd-Frank/NYSE-compliant recoupment of erroneously paid incentive compensation upon accounting restatement, regardless of fault . |
| Speculative Trading Policy | Prohibits hedging, short sales, and derivatives that offset declines; reinforces alignment . |
Compensation Structure Analysis
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 423,800 | 445,875 | 456,750 |
| Stock Awards ($) | 787,950 | 909,500 | 837,500 |
| Non-Equity Incentive ($) | 609,000 | 266,540 | — |
| All Other Compensation ($) | 24,986 | 29,573 | 31,429 |
| Total ($) | 1,845,736 | 1,651,488 | 1,325,679 |
Observations:
- Mix skewed toward equity via RSUs/PSUs; AIP at 0% in 2024 with retention addressed via 2025 prepayments, reducing near-term attrition risk .
- Long-term metrics emphasize Cumulative Adjusted EBITDA and Managerial Controllable Free Cash Flow, reinforcing cash discipline across cycles .
Compensation Peer Group & Governance Signals
- Peer group includes metals and industrial distributors (e.g., Reliance, MSC Industrial, Commercial Metals, Steel Dynamics, ATI, Olympic Steel, Worthington, etc.); target positioning around median; CAP deemed independent of conflicts .
- Say-on-pay support consistently >99% since IPO; 2024 approval remained >99% .
- Board compensation committee independence and use of CAP as external advisor; charter details cover clawbacks and stock ownership guidelines .
Investment Implications
- Alignment: Significant unvested PSUs and RSUs with cash-based performance metrics (EVA, cumulative EBITDA, free cash flow) suggest strong pay-for-performance linkage and alignment with deleveraging and capital returns through cycles .
- Supply overhang: 3/31/2025 is a vesting “cluster” (2022 PSUs at 100%, final NSO tranche, RSU anniversaries), potentially increasing insider-related selling pressure or net-share settlement flow; monitor Form 4s around that window for trading signals .
- Retention: 2025 AIP prepayments (18.75% of target) indicate proactive retention amid a trough; combined with severance protections and non-compete, near-term departure risk for Silver appears contained .
- Governance risk: Hedging prohibited and clawback in place; pledging policy not explicitly disclosed—worth engaging management on pledging restrictions to eliminate potential misalignment red flag .