Srini Sundarrajan
About Srini Sundarrajan
Ryerson’s Chief Information Officer since February 2019, Srini Sundarrajan (age 53) oversees enterprise IT and applications; prior roles include CIO of BlueLine Rental and executive positions at IBM and RSC Equipment Rental. He holds a bachelor’s degree in computer science (Madurai Kamaraj University) and a master’s in computer applications (Bharathiar University) . Company performance context during his tenure: $100 invested at year-end 2020 grew to $171.83 by year-end 2024 (Company cumulative TSR), while 2024 Adjusted EBITDA excluding LIFO was $114.1 million (net loss of $8.6 million) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BlueLine Rental | Director of Business Applications; later CIO | 2014–prior to Feb 2019 (exact CIO dates not disclosed) | Led enterprise IT; progressed from applications leadership to CIO |
| IBM | Executive roles (managed outsourcing contracts) | Not disclosed | Managed outsourcing contracts; enterprise IT execution |
| RSC Equipment Rental | Executive roles (led development of rental applications) | Not disclosed | Led development of rental applications; digital enablement |
Fixed Compensation
- CIO compensation is not disclosed among Ryerson’s named executive officers (NEOs); base salary and bonus specifics for Sundarrajan are not provided in the proxy .
- Company-wide context: 2024 AIP paid zero to NEOs as corporate metrics fell below threshold; in February 2025, AIP-eligible participants (broader than NEOs) received a 18.75% prepayment of 2025 AIP targets in three quarterly 6.25% installments to support retention, netted against final 2025 attainment .
Performance Compensation
Ryerson ties executive incentives to objective corporate metrics across annual cash AIP and three-year PSUs; RSUs vest ratably over three years.
- AIP metrics (2024): 50% corporate Adjusted EBITDA excluding LIFO, 50% corporate EVA; all NEOs received 0% payout given performance below thresholds .
| Metric (Corporate) | Weighting | Threshold | Target | Maximum | 2024 Actual | Payout Result |
|---|---|---|---|---|---|---|
| Adjusted EBITDA excl. LIFO ($mm) | 50% | 140.0 | 230.0 | 325.0 | 114.1 | 0.0% |
| EVA ($mm) | 50% | (90.0) | 50.0 | — | (131.7) | 0.0% |
- PSUs (2024 grant performance period 2024–2026): 50% Cumulative Adjusted EBITDA and 50% Cumulative Managerial Controllable Free Cash Flow with straight-line interpolation between threshold and target .
| PSU Metric | Weighting | Threshold (50% vest) | Target (100% vest) |
|---|---|---|---|
| Cumulative Adjusted EBITDA ($mm) | 50% | 575.0 | 750.0 |
| Cumulative Managerial Controllable Free Cash Flow ($mm) | 50% | 450.0 | 625.0 |
- RSUs: Vest one-third on each of the first three anniversaries of the grant date; RSUs accrue dividend equivalents; holders have no voting rights until settlement .
Additional context: 2022 PSU cycle (performance period 2022–2024) certified at 100% of target on Feb 19, 2025 .
Equity Ownership & Alignment
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Insider transactions by Sundarrajan (CIO):
- 2023-12-01: Sale of 6,000 shares (Form 4 filed Dec 4, 2023)
- 2024-03-25: Sale of 10,000 shares at $32.71 ($327,100 value)
- 2025-03-31: Sale of 4,047 shares at $22.96 (approx. $92,919)
- 2025-08-28: Sale of 15,000 shares at $22.47; post-transaction holdings 17,005.4521 shares (Form 4)
- 2025-06-18: Dividend equivalents credited on RSUs granted 3/31/2024 (non-cash accrual)
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Ownership as % of shares outstanding: 17,005.4521 / 31,850,903 = ~0.053% post 2025-08-28 sale .
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Stock ownership guidelines: Section 16 executive officers must maintain stock valued at ≥2x base salary; executives had five years to comply, and all executives were in compliance at year-end 2024 .
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Hedging/shorting prohibited: Company policy bars hedging (puts/calls/derivatives) and short sales; RSUs accrue dividend equivalents but carry no voting rights until settlement . No pledging policy disclosure; no pledging of Sundarrajan’s shares is reported in filings reviewed .
Employment Terms
- Individual CIO employment agreement, severance multiples, and change-of-control terms are not disclosed in the proxy’s employment agreements section (which covers CEO, CFO, GC/CHRO, EVP Operations, former COO) .
- Clawback policy: Company will recoup erroneously paid incentive compensation upon accounting restatements per Dodd-Frank/NYSE listing standards, without regard to fault .
Performance Compensation – Details and Vesting
| Instrument | Grant cadence | Vesting mechanics | Performance scope |
|---|---|---|---|
| RSUs | Annual (e.g., 3/31/2024 cycle) | Ratable over 3 years on grant anniversaries; dividend equivalents accrue; forfeitable on termination unless otherwise determined | Time-based retention and alignment |
| PSUs | Annual cycles | Cliff vest after 3-year performance period and compensation committee certification; no dividend equivalents; forfeitable on termination unless otherwise determined | Cumulative Adjusted EBITDA and Managerial Controllable Free Cash Flow (equal weighting) |
| AIP (cash) | Annual | Paid based on corporate Adj. EBITDA excl. LIFO and corporate EVA (equal weighting); zero payout in 2024; 2025 prepayment for AIP-eligible participants to support retention | Corporate performance against thresholds/targets |
Notable vesting-linked activity: Sundarrajan’s 3/31/2025 sale aligns with the first RSU vest date for the 3/31/2024 grant cycle, consistent with company RSU schedules .
Compensation Structure Analysis
- Pay-for-performance integrity: 2024 AIP zero payout for NEOs (Adj. EBITDA excl. LIFO = $114.1mm vs 140.0 threshold; EVA = –$131.7mm vs –$90.0 threshold) confirms discipline despite cyclical headwinds .
- Retention balancing: 2025 AIP prepayments to AIP-eligible participants show pragmatic retention management amid prolonged industry downturn; prepayments are offset against final AIP attainment .
- Peer benchmarking: Compensation Advisory Partners advises the committee; targets reference median positioning vs metals/industrial peer group (e.g., Reliance, Olympic Steel, MSC, Steel Dynamics, etc.) .
Say‑on‑Pay & Shareholder Feedback
- Strong shareholder support: Say-on-pay approvals consistently exceeded 99% since IPO, including 2024’s advisory vote >99% .
Investment Implications
- Alignment: CIO incentives are linked to durable, cash-focused metrics (Adj. EBITDA, EVA, FCF) and three-year PSU hurdles, reinforcing long-term value creation .
- Selling pressure: Documented insider sales in Dec‑2023 (6,000 shares), Mar‑2024 (10,000), Mar‑2025 (4,047; vest-timed), and Aug‑2025 (15,000; 17,005 shares remaining) indicate periodic liquidity around vesting windows; monitor Form 4s near quarterly vest dates for incremental supply risk .
- Risk controls: Hedging and shorting are prohibited; clawbacks in place; no pledging disclosures observed—reduces misalignment concerns .
- Macro sensitivity: 2024 zero AIP outcomes underscore incentive sensitivity to cyclical troughs; watch 2025 prepayment mechanics and 2022 PSU vest at 100% (3/31/2025) for potential lump-sum settlements driving short-term sales by participants .