RDUS Radius Recycling Inc

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11.

​

​

​

 ​

Tamara L. Lundgren

Chairman, President and Chief Executive Officer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

DATE

Tuesday,

January 28, 2025

​

TIME

8:00 A.M. Pacific

​

PLACE

Online via

audio webcast

​

RECORD DATE

November 29, 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Proposals

Board

Recommendation

Page

Reference

1

Election of Directors Named Herein

FOR

13

2

Advisory Vote on Executive Compensation

FOR

59

3

Ratification of Selection of Independent Registered Public Accounting Firm

FOR

60

​

 ​

James Matthew Vaughn

Secretary

RADIUS RECYCLING, INC.

222 SW Columbia Street, Suite 1150

Portland, Oregon 97201

December 16, 2024

​

How to Vote

​

​

​

​

​

​

MAIL

Return the proxy card by mail

PHONE
1-800-690-6903

ONLINE

www.proxyvote.com

​

​

​

​

​

​

PROPOSAL 1: Election of Directors

​

​

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED BELOW.

​

​

​

​

​

​

​

​

​

The board believes that each of these nominees has the necessary experience, skills and perspective to bring value to our Board and will contribute to the success of our Company.

​

RHONDA D. HUNTER
Former Senior Vice President, Timberlands, of Weyerhaeuser Company, a North American timberland company

I

​

​

2017

62

​

■

■

DAVID L. JAHNKE
Various senior positions at KPMG, the international accounting firm

I

​

​

2013

71

■

​

■

LESLIE L. SHOEMAKER
Chief Innovation and Sustainability Officer of Tetra Tech, a global provider of consulting and engineering services

I

​

​

2022

67

​

​

■

GREGORY R. FRIEDMAN
Chief Financial Officer of Mura Technology, a plastics recycling technology company

II

​

​

2022

57

■

■

​

TAMARA L. LUNDGREN
Chairman, President and Chief Executive Officer, Radius Recycling

II

​

2008

67

​

​

​

​

MAURO GREGORIO

Former President of the Performance Materials & Coatings Division at Dow Inc., a leading materials science company

III

2024

61

■

■

​

GLENDA J. MINOR
Former Senior Vice President and Chief Financial Officer of EVRAZ North America Limited, a leading steel manufacturer

III

​

​

2020

68

■

​

■

▶

Six of Seven Directors Independent

▶

Board Diversity: 4 women = 57% of Board

▶

Average Tenure of Independent Directors = 4 Years

▶

Lead Independent Director

▶

All Standing Board Committees Composed Entirely of Independent Directors

▶

All Members of the Audit Committee are Financial Experts

▶

Regular Executive Sessions of Independent Directors

▶

Robust Stock Ownership Requirements for Directors and Officers

▶

Active Shareholder Outreach with Regular Board Updates

▶

Board Participation in Shareholder Engagement

▶

Shareholder Ratification of Selection of External Audit Firm

▶

Director Term and Age Limits and Overboarding Policies

▶

Strong Oversight of Culture, Human Capital Management, and Leadership Development Programs and Strategies

▶

Code of Conduct for Directors, Officers, and Employees

▶

Strong Oversight of DEI, Sustainability and Public Policy Issues Impacting our Business

▶

Annual Board and Committee Self-Evaluations

▶

Anti-Hedging and Anti-Pledging Policies and Prohibition on Derivative Transactions applicable to Company Stock

​

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

​

​

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE TO “APPROVE,” ON A NON-BINDING BASIS, OUR EXECUTIVE COMPENSATION AS DESCRIBED IN THIS PROXY STATEMENT.

The Board believes that our compensation policies and practices are consistent with our business strategy and with creating long-term value for shareholders.

​

​

​

​

Fiscal 2024 Financial and Operating Performance

​

We faced challenging market conditions for recycled metals in fiscal 2024 that adversely impacted results, as constrained scrap supply flows and lower average net selling prices led to a significant compression in metal spreads. Despite the cyclical headwinds faced during the year, our fiscal 2024 results included meaningful progress and benefits from our strategic priorities, including from the major cost reduction and productivity program we implemented during the year; ramp-up of our advanced metal recovery technology systems to improve the efficiency of our processes by increasing our shredding throughput, extracting more metals from the shredding process, and expanding our product offerings; organic growth in ferrous and nonferrous sales volumes; and expansion of our third-party recycling services brand, 3PR™, which we launched last year.

Highlights included:

​

Delivered Solid Volume Performance. We achieved year-over-year sales volume growth in our ferrous and nonferrous recycled metals. We increased ferrous sales volumes by 3% year-over-year, as the impact of the tight supply flow environment was more than offset by an increase in volumes from recycling services, and we grew nonferrous sales volume by 1% year-over-year.  

Implemented a $70 million Cost Savings and Productivity Improvement Program. During fiscal 2024, we implemented cost savings and productivity initiatives aggregating $70 million in annual benefits. These initiatives included a combination of production cost efficiencies and cost savings, including a reduction in SG&A expense of 10%. Specific measures included increased production yields, efficiencies in processing, reduction in non-trade procurement spend, transportation and logistics optimization, and lower costs from headcount reductions and lower professional and outside services. In the fourth quarter of fiscal 2024, we achieved substantially the full quarterly run rate of the targeted annual benefits associated with our fiscal 2024 initiatives. Contributions from these productivity and cost reduction initiatives helped to offset the effects of inflationary pressure and increases in operating costs.

Continued Deployment of Advanced Metal Recovery Technology Systems. We believe that our objective of extracting more nonferrous metals from our shredding activities is a significant value-added process and is directly aligned with global decarbonization, environmental impact, and demand trends. We have a major strategic initiative currently in progress and partially completed to replace, upgrade, and add to our existing nonferrous metal recovery technologies in order to increase metal recovery and the volume of nonferrous material from shredding operations, provide additional product optionality, create higher quality furnace-ready products, and reduce the metallic portion of shredder residue disposed in landfills. Our program comprises seven primary nonferrous recovery systems at our major shredder facilities. Of these systems, three are major aluminum and four are major copper recovery systems. Our initiative also includes two aluminum separation systems, one on each coast, and four copper separation systems. The construction, commissioning, and ramp up of these new technologies, including commencement of permitting approvals, began substantially in fiscal 2021, with 11 of the 13 systems operational or in the ramp-up phase as of the end of fiscal 2024, and two remaining subject to permitting. Our fiscal 2024 benefited from the contribution to performance from these systems, and we expect to see a trend of increasing returns from these investments in the remainder of calendar 2024 and target full ramp-up of the permitted systems by early calendar 2025. Once fully operational, we continue to expect substantial returns from our investments of approximately $10 EBITDA per ferrous ton.

Grew our 3PR™ Business Line, Covering Third-Party Recycling Services. Over the course of the last several years, we have seen increasing demand from our customers for recycling services, including recall services for original equipment manufacturers (“OEMs”), reverse logistics services for big box retailers, and other products and services related to the sustainability of supply chains. We operate these activities under our trademarked 3PR™ brand which stands for third party recycling and is our take on the well-known logistics term, 3PL. 3PR™ involves activities where Radius is providing recycling services, including among other activities, scrap management and recycling solutions for our customers’ reverse logistics processes. 3PR™ now contributes over 10% of our recycled metals volumes and contributed to our year-over-year increase in ferrous sales volumes.

​

​

Fiscal 2024 Compensation Summary

Our executive compensation program strongly links pay to performance. Actual annual incentive compensation in fiscal 2024 was significantly lower than target levels, reflecting alignment with the Company’s financial performance during the period as well as key discretionary decisions taken by the CEO and the Compensation and Human Resources Committee (“CHR Committee”) to further limit compensation. As a result, the overall Annual Performance Bonus Program (“APBP”) earned performance multiple for the CEO and the overall Annual Incentive Compensation Plan (“AICP”) earned performance multiple for the other NEOs were both 0.08x. See “Compensation Discussion and Analysis” for additional details.

​

​

​

​

▶

Emphasis on performance-based compensation: more than 80% of the CEO’s target compensation and nearly 70% of other named executive officers’ (“NEOs”) target compensation are “at-risk”

▶

Caps on incentive compensation

▶

The use of a variety of distinct performance metrics (earnings before interest, taxes, depreciation and amortization (“EBITDA”) as adjusted, earnings per share (“EPS”) as adjusted, operating cash flow as adjusted, environmental, health, and safety (“EH&S”) performance, and management and strategic objectives in the annual incentive compensation plans for the CEO and other NEOs which are intended to drive long-term shareholder value

▶

Performance share awards, which represent 50% of the Company’s long-term incentive grant, vest following the end of a three-year performance period based on Company performance during the period. For performance share awards granted in fiscal 2024, the metrics are based 50% on ferrous and nonferrous sales volume growth (“Volume Growth”) and 50% on the Company’s relative total shareholder return (“TSR”) performance as compared to its peers.

▶

Restricted Stock Units (“RSUs”), which represent 50% of the Company’s long-term incentive grant, vest ratably over five years and, beginning with grants in fiscal 2020, include a two-year service requirement and continued vesting feature for retirement-eligible employees

▶

Minimum stock ownership requirements for the CEO and other NEOs, which reinforce our focus on shareholder alignment

▶

Double-trigger for cash severance payments and benefits in change-in-control agreements

▶

No excise tax gross-up provisions in any new or modified change-in-control agreements

▶

Annual review of executive compensation design, market competitiveness, and best practices

▶

Retention of an independent compensation consultant to provide guidance and support to the CHR Committee

▶

“No Fault” Clawback Policy

Program

Purpose

Relevant Performance Metrics

Annual

Base Salary

To provide a competitive foundation and fixed rate of pay for the position and associated level of responsibility

Not Applicable

Annual Incentive

To incentivize achievement of operating, financial, and management goals

Adjusted EPS
Adjusted EBITDA
EH&S¹
Adjusted Operating Cash Flow
Strategic Objectives

Long-Term

Restricted Stock Units

To incentivize long-term shareholder value creation

Absolute share price appreciation

Performance Share Awards

To incentivize achievement of specific long-term strategic financial goals and long-term shareholder value creation

Volume Growth
Relative TSR

​

​

​

​

​

​

At Radius, our people work to create a sustainable future by transforming recycled materials into renewed resources. Together we foster a culture of safety, drive innovation, and implement sustainable practices that help to meet the world’s demand for critical materials while keeping physical waste out of our communities. By investing in our people, we empower individuals to make a positive impact.

​

​

​

​

​

Radius’ recycling, recovery, and manufacturing activities require water, energy, and other resources to function and involve processes that can affect the local environment. Responsible management of greenhouse gas emissions, energy, and water use are essential to alleviating risks, ensuring regulatory compliance, enhancing operational efficiency, and promoting long-term business success. The decisions and investments we make in our operations today allow us to manage our environmental impact and strengthen resiliency in the communities in which we operate.

​

​

​

​

Sustainability is also about ensuring the long-term profitability of our Company so we can continue to make a positive impact on our people and our planet for many years to come. We are committed to embedding sustainability-based initiatives into our business to improve productivity, increase metal extraction yields, and provide the evolving range of products and services that our customers value as the world transitions to a low carbon economy.

​

​

​

​

Continuous Improvement

We regularly explore and pursue practices that promote sustainable operations.

Technology & Innovation

We deploy technologies and innovation to protect the environment and enhance our products and services.

Work with Purpose

We seek to positively impact our communities and foster a diverse and inclusive workplace culture.

Eliminate Waste

We create sustainable value through responsible operating practices and operational efficiencies that minimize waste.

▶

58% less CO2e emissions for steel

▶

65% less CO2e emissions for copper

▶

92% less CO2e emissions for aluminum

​

4.5 Million

748 Thousand

509 Thousand

3.8 Million

​

long tons of ferrous metal recycled

pounds of nonferrous metal recycled

tons of finished steel produced from recycled metal

recycled auto parts sold to retail customers from end-of-life vehicles

​

​

Common Stock 

​

​

Beneficially Owned

​

Name of Beneficial Owner or Number of Persons in Group

Number

Percent

BlackRock, Inc.

​

3,338,720

¹​

11.9

%

Ameriprise Financial, Inc.

2,122,047

²​

7.5

%

Dimensional Fund Advisors, L.P.

1,839,587

³​

6.5

%

The Vanguard Group, Inc.

1,570,520

⁴​

5.6

%

Tamara L. Lundgren

1,056,992

​

3.8

%

Gregory R. Friedman

8,951

⁵​

*

​

Mauro Gregorio

1,460

⁶​

*

​

Rhonda D. Hunter

34,937

⁷​

*

​

David L. Jahnke

73,445

⁸​

*

​

Glenda J. Minor

17,129

⁹​

*

​

Leslie L. Shoemaker

10,203

¹⁰​

*

​

Stefano R. Gaggini

49,632

​

*

​

Steven G. Heiskell

87,705

​

*

​

Brian Souza

​

11,271

​

*

​

James Matthew Vaughn

1,948

​

*

​

Richard D. Peach

207,103

¹¹​

*

​

All current directors and executive officers as a group (14 persons)

1,392,771

​

4.9

%

*

Less than 1%

We are asking shareholders to elect the four individuals nominated by the Board, each of whom is a current director.

The Board currently consists of seven members divided into three classes pursuant to our Articles of Incorporation and Bylaws. One class of directors is elected each year for a three-year term. The term of Class I directors expires at the 2025 annual meeting; the term of Class II directors expires at the 2026 annual meeting; and the term of Class III directors expires at the 2027 annual meeting. Subject to the restrictions described below under “Corporate Governance—Director Age and Tenure”, the terms of directors generally continue until their respective successors are duly elected and qualified.

Action will be taken at the 2025 annual meeting to elect three Class I directors to serve until the 2028 annual meeting of shareholders and one Class III director to serve until the 2027 annual meeting of shareholders. The nominees for election at the 2025 annual meeting are Mauro Gregorio as a Class III director and Rhonda D. Hunter, David L. Jahnke and Leslie L. Shoemaker as Class I directors. The Board has determined that each nominee qualifies as an independent director under our Corporate Governance Guidelines, SEC rules, and NASDAQ requirements. If any nominee is unable to stand for election, the persons named in the proxy will vote the proxy for a substitute nominee in accordance with the recommendation of the Board. We are not aware of any nominee who is or will be unable to stand for election.  Mr. Gregorio was first recommended for election to the Board by a third-party search firm.

VOTE “FOR”

EACH LISTED

NOMINEE

​

The Board of Directors recommends that shareholders vote “FOR” the election of each of the nominees named below.

CEO/President

¾

¾

¾

☐

☐

☐

☐

Executive Compensation

¾

¾

¾

¾

¾

☐

☐

Strategic Analysis / Planning

¾

¾

¾

¾

¾

¾

¾

Merger & Acquisition

¾

¾

¾

¾

¾

¾

¾

Growth Management & Organizational Integration

¾

¾

¾

¾

¾

¾

¾

Business Development

¾

¾

¾

¾

¾

¾

¾

Change Management

¾

¾

¾

¾

¾

¾

¾

Information Technology

¾

¾

¾

¾

☐

☐

☐

Governmental Relations / Advocacy / Community Relationships

¾

¾

¾

☐

☐

☐

☐

Procurement, Freight, & Logistics

¾

¾

¾

¾

☐

☐

☐

Human Resources

¾

¾

¾

¾

¾

¾

☐

Rhonda D. Hunter

INDEPENDENT DIRECTOR

COMPANY BOARD COMMITTEES:

CHR, Chair; NCG

OTHER PUBLIC COMPANY

DIRECTORSHIPS:

Interfor Corporation, Member of the Audit Committee and the Management Resources & Compensation Committee

DIRECTOR SINCE: 2017

AGE: 62

​

Ms. Hunter was Senior Vice President, Timberlands, of Weyerhaeuser Company, a North American timberland company, from 2014 until her retirement in March 2018. Ms. Hunter was Vice President, Southern Timberlands, of Weyerhaeuser from 2010 to 2014. Ms. Hunter previously held a number of financial and operational leadership positions within Weyerhaeuser with increasing P&L responsibility. Ms. Hunter joined Weyerhaeuser in 1987 as an accountant. Ms. Hunter holds a B.S. in Accounting from Henderson State University and has completed executive education at Harvard Business School and Duke University.

QUALIFICATIONS AND SKILLS TO SERVE AS A DIRECTOR:

​

​

​

David L. Jahnke

INDEPENDENT DIRECTOR

COMPANY BOARD COMMITTEES:

Lead Director; Audit; NCG, Chair

OTHER PUBLIC COMPANY DIRECTORSHIPS:

First Interstate BancSystem Inc., Member of the Audit and Governance & Nominating Committees

DIRECTOR SINCE: 2013

AGE: 71

​

Mr. Jahnke held various positions at KPMG, the international accounting firm, from 1975 until 2010. From 2005 to 2010, he was the Global Lead Partner for a major KPMG client based in KPMG’s Zurich, Switzerland office. Prior to that time, he held positions of increasing responsibility at KPMG, including Office Managing Partner and Audit Partner in Charge of the Minneapolis office from 1999 to 2004. Mr. Jahnke holds a B.S. in Accounting from the University of Minnesota-Twin Cities.

QUALIFICATIONS AND SKILLS TO SERVE AS A DIRECTOR:

​

​

​

 Leslie L. Shoemaker

INDEPENDENT DIRECTOR

COMPANY BOARD COMMITTEES:

NCG

DIRECTOR SINCE: 2022

AGE: 67

​

Dr. Shoemaker has served as the Chief Innovation and Sustainability Officer of Tetra Tech since October 2022, a leading, global provider of consulting and engineering services in the areas of water, environment, infrastructure, resource management, energy, and international development. Dr. Shoemaker joined Tetra Tech in 1991 and has served in various technical and operational capacities of increasing responsibility, including President and Chief Sustainability Officer from 2019 until October 2022, Executive Vice President/Group President from 2016 until 2019, Chief Strategy Officer, and Growth Initiatives Leader. Dr. Shoemaker holds a BA in Mathematics from Hamilton College, an MEng from Cornell University, and a PhD in Agricultural Engineering from the University of Maryland. Dr. Shoemaker is a member of the National Academy of Engineering.

QUALIFICATIONS AND SKILLS TO SERVE AS A DIRECTOR:

​

​

​

Mauro

Gregorio

INDEPENDENT DIRECTOR

COMPANY BOARD COMMITTEES:

Audit; CHR

OTHER PUBLIC COMPANY
DIRECTORSHIPS:

Eagle Materials, Inc., Member of the Audit Committee and the Corporate Governance, Nominating and Sustainability Committee

DIRECTOR SINCE: 2024

AGE: 61

​

Mr. Gregorio served as President of the Performance Materials & Coatings Division at Dow Inc., a leading materials science company, from 2020 until his retirement in September 2024. Mr. Gregorio also had executive oversight over Dow’s operations in Latin America beginning in 2019 until his retirement. From 2016 until 2020, Mr. Gregorio served as Chief Executive Officer of Dow Silicone Corporation (fka Dow Corning) and President of Dow Consumer Solutions. Over his nearly 40-year career at Dow, Mr. Gregorio served in multiple roles, including leading the post-acquisition integration of Dow Corning, overseeing the company’s feedstock and energy business unit, and serving as global Vice President for the Hygiene and Medical Performance Plastics division. Mr. Gregorio holds a BS in Chemical Engineering from the Escola de Engenharia Mauá in São Paulo, Brazil, and an MBA from Northwood University in Midland, MI.

QUALIFICATIONS AND SKILLS TO SERVE AS A DIRECTOR:

​

​

​

Gregory R.

Friedman

INDEPENDENT DIRECTOR

COMPANY BOARD COMMITTEES:

Audit; CHR

​

DIRECTOR SINCE: 2022

AGE: 57

​

Mr. Friedman has served as the Chief Financial Officer of Mura Technology, a plastics recycling technology company, since 2021. Prior to joining Mura Technology, from 2018 through 2021, Mr. Friedman served as Executive Vice President and Chief Financial Officer of Corteva Agriscience™, a spin-off of DowDuPont. From 2000 through 2018, Mr. Friedman held various financial leadership positions at DuPont across a broad product range with responsibility for financial risk management and controls, financial accounting, financial planning and analysis, as well as capital markets activities, including debt, equity, and investor relations. Mr. Friedman holds a BS in Accounting from the University of Southern California and an MBA from the Anderson School of Management at the University of California, Los Angeles.  Mr. Friedman is a Certified Public Accountant (inactive).

QUALIFICATIONS AND SKILLS TO SERVE AS A DIRECTOR:

​

​

​

Tamara L.
Lundgren

COMPANY BOARD COMMITTEES:

Board Chairman

OTHER PUBLIC COMPANY

DIRECTORSHIPS:

Ryder System, Inc., Member of Audit and Corporate Governance & Nominating Committees

DIRECTOR SINCE: 2008

AGE: 67

​

Ms. Lundgren has served as President, Chief Executive Officer and a Director of the Company since December 2008 and as Chairman of the Board since March 2020. Ms. Lundgren joined the Company in September 2005 as Vice President and Chief Strategy Officer and held positions of increasing responsibility including President of Shared Services and Executive Vice President and Chief Operating Officer. Prior to joining the Company, Ms. Lundgren was a managing director in investment banking at JPMorgan Chase, which she joined in 2001. From 1996 until 2001, Ms. Lundgren was a managing director of Deutsche Bank AG in New York and London. Prior to joining Deutsche Bank, Ms. Lundgren was a partner at the law firm of Hogan Lovells (formerly Hogan & Hartson, LLP) in Washington, D.C. Ms. Lundgren also formerly served as a member and Chair of the Board of Directors of the Federal Reserve Bank of San Francisco. She earned her B.A. from Wellesley College and her J.D. from the Northwestern University School of Law.

QUALIFICATIONS AND SKILLS TO SERVE AS A DIRECTOR:

​

​

​

Glenda J. Minor

INDEPENDENT DIRECTOR

COMPANY BOARD COMMITTEES:

Audit, Chair; NCG

OTHER PUBLIC COMPANY
DIRECTORSHIPS:

Curtiss-Wright Corporation, Member of the Audit Committee and the Committee on Directors and Governance; Albemarle Corporation, Member of the Audit & Finance and Nominating & Governance Committees

DIRECTOR SINCE: 2020

AGE: 68

​

Ms. Minor has served as Chief Executive Officer and Principal of Silket Advisory Services, a privately owned consulting firm, since 2016. Silket Advisory Services advises companies on financial, strategic, and operational initiatives. From 2010 until 2015, Ms. Minor was Senior Vice President and Chief Financial Officer of EVRAZ North America Limited, a leading steel manufacturer. Prior to this, Ms. Minor held both domestic and international executive finance roles at increasing levels of managerial responsibility at Visteon Corporation and DaimlerChrysler, as well as financial management roles at General Motors Corporation and General Dynamics Corporation. Ms. Minor holds a B.S. in Accounting from Southern University in Baton Rouge, Louisiana and an M.B.A. in International Business from Michigan State University.

QUALIFICATIONS AND SKILLS TO SERVE AS A DIRECTOR:

​

​

​

Board Committees

Director

Audit

CHR

NCG

Gregory R. Friedman

​

■

■

​

Mauro Gregorio

■

■

Rhonda D. Hunter

■

■

David L. Jahnke

■

■ 

Glenda J. Minor

 ■

■

Leslie L. Shoemaker

■

Audit Committee

CHAIR: Glenda J. Minor

ADDITIONAL MEMBERS:

Gregory R. Friedman,

Mauro Gregorio, and

David L. Jahnke

​

MEETINGS HELD IN 2024: 8

INDEPENDENCE:

Our Board has determined that each member of the Audit Committee meets all additional independence requirements for Audit Committee members under applicable SEC regulations and NASDAQ rules.

AUDIT COMMITTEE FINANCIAL LITERACY AND EXPERTISE:

Our Board also has determined that each member of the Audit Committee is financially literate under applicable SEC and NASDAQ rules and is an “audit committee financial expert” as defined in regulations adopted by the SEC.

RESPONSIBILITIES:

The Audit Committee represents and assists the Board in oversight of our accounting and financial reporting processes and the audits of our financial statements; appointing, approving the compensation of, and overseeing the independent auditors; reviewing and approving all audit and non-audit services performed by the independent auditors; reviewing the scope and discussing the results of the audit with the independent auditors; reviewing management’s assessment of the Company’s internal controls over financial reporting; overseeing the Company’s compliance program; overseeing the Company’s internal audit function; reviewing with management the Company’s major financial risks and legal risks that could have a significant impact on the Company’s financial statements; and reviewing and approving, as appropriate, transactions of the Company with related persons (see “Certain Transactions”).

​

​

Compensation And Human Resources Committee

CHAIR: Rhonda D. Hunter

ADDITIONAL MEMBERS:

Gregory R. Friedman and

Mauro Gregorio

MEETINGS HELD IN 2024: 7

INDEPENDENCE:

Our Board has determined that each member of the CHR Committee meets the additional independence standards for compensation committee members under the NASDAQ rules and qualifies as a non-employee director under Rule 16b-3 under the Securities Exchange Act of 1934.

COMPENSATION AND HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION:

No members of the CHR Committee who served during 2024 were officers or employees of the Company or any of its subsidiaries during the year, were formerly Company officers, or had any relationship otherwise requiring disclosure as a compensation committee interlock.

RESPONSIBILITIES:

The CHR Committee has overall responsibility for the administration of the Company’s executive and director compensation plans and equity-based plans; overseeing and evaluating the performance of the CEO and determining the CEO’s compensation; administering and interpreting executive compensation plans, the Company’s stock plans, and all other equity-based plans from time to time adopted by the Company, including our 2024 Omnibus Incentive Plan (“Omnibus Incentive Plan”); reviewing and assessing the risks related to the design of the Company’s compensation programs and arrangements and leadership development; reviewing and recommending to the Board for approval compensation for members of the Board, including compensation paid to the Lead Director and Committee Chairs; overseeing the preparation of executive compensation disclosures included in the Company’s proxy statement in accordance with the SEC rules and regulations; and overseeing the Company’s key human resource management strategies and programs. For a description of the CHR Committee’s activities regarding executive compensation, refer to the “Compensation Discussion and Analysis.”

​

​

Nominating and Corporate Governance Committee

CHAIR: David L. Jahnke

ADDITIONAL MEMBERS:

Rhonda D. Hunter,
Glenda J. Minor, and
Leslie L. Shoemaker

MEETINGS HELD IN 2024: 4

INDEPENDENCE:

Our Board has determined that each member of the NCG Committee is independent under applicable SEC regulations and NASDAQ rules.

The NCG Committee has responsibility for identifying, selecting, and recommending to the Board individuals proposed to be nominated for election as directors by the shareholders or elected as directors by the Board to fill vacancies; working with the Chairman of the Board and the Lead Director, seeking to ensure that the Board’s committee structure, committee assignments, and committee chair assignments are appropriate and effective; developing and recommending to the Board for approval, and reviewing from time to time, a set of corporate governance guidelines for the Company, which includes a process for the evaluation of the Board, its committees, and management; reviewing and evaluating risks related to corporate governance practices and leadership succession; evaluating the orientation and training needs of directors; and monitoring compliance with the corporate governance guidelines adopted by the Board.

ASSESSMENT OF DIRECTOR QUALIFICATIONS:

The NCG Committee uses a Board composition matrix to inventory, on at least an annual basis, the expertise, skills, and experience of each director to ensure that the overall Board maintains a balance of knowledge and relevant experience. The Committee carefully reviews all director candidates, including current directors, based on the current and anticipated composition of the Board, our current and anticipated strategy and operating requirements, and the long-term interests of shareholders. In assessing current directors and potential candidates, the NCG Committee considers the Board composition matrix, as well as the character, background, and professional experience of each current director and potential candidate. In its evaluation of potential candidates, the NCG Committee applies the criteria set forth in our NCG Committee Charter and considers the following factors from our Corporate Governance Guidelines:

In considering the re-nomination of incumbent directors, the NCG Committee also considers the performance of such persons as directors, including the number of meetings attended and the level and quality of participation, as well as the value of continuity and knowledge of the Company gained through Board service.

DIVERSITY:

The NCG Committee strives to achieve diversity on the Board by considering skills, experience, education, length of service on the Board, and such other factors as it deems appropriate. The NCG Committee and the Board define diversity broadly to include the background, professional experience, skills, and viewpoints necessary to achieve a balance and mix of perspectives. In evaluating potential director candidates, the NCG Committee and the Board place particular emphasis on diversity. Confirming our commitment to diversity at the Board level, our director candidate search process prioritizes the inclusion of women and minorities in the initial pool of candidates when we select new director nominees. Our Board recognizes the value of diversity and considers how a candidate may contribute to the Board in a way that can enhance perspective and judgment through diversity in gender, age, ethnic background, geographic origin, and professional experience.

​

​

The following are the key risk oversight responsibilities of our Board and its committees:

▶

Mix between short-term and long-term incentives

▶

Caps on incentives

▶

Use of multiple performance measures

▶

A portfolio of varied long-term incentives

▶

Committee discretion in payment of short-term incentives

▶

Use of stock ownership guidelines

▶

Anti-hedging and anti-pledging policies and prohibition on derivative transactions for Company stock

▶

Fairly compensate directors for their responsibilities and time commitments.

▶

Attract and retain highly qualified directors by offering a compensation program consistent with those at companies of similar size, scope, and complexity. 

▶

Align the interests of directors with our shareholders by providing a significant portion of compensation in equity and setting an expectation pursuant to our Corporate Governance Guidelines that directors acquire and continue to own our common stock with a value equal to five times the director’s annual cash retainer. Directors are expected to achieve this stock ownership level within a period of five years. 

​

​

​

Change in Pension

​

​

​

​

​

​

​

Value and Nonqualified

​

​

​

​

​

Fees Earned or

​

Stock

​

 Deferred Compensation

​

​

​

​

​

Paid in Cash

​

Awards

​

Earnings

​

​

​

Name⁽¹⁾

​

($)²

​

($)³

​

($)⁴

​

Total ($)

Gregory R. Friedman

​

107,500

​

119,988

​

—

​

227,488

Rhonda D. Hunter

​

113,000

​

119,988

​

—

​

232,988

David L. Jahnke

​

133,750

​

119,988

​

21,924

​

275,662

Glenda J. Minor

120,000

119,988

—

239,988

​

Leslie L. Shoemaker

95,000

119,988

—

214,988

​

Michael W. Sutherlin

113,750

119,988

—

233,738

​

​

​

​

​

​

TAMARA L.
LUNDGREN

STEFANO R.
GAGGINI

STEVEN G.
HEISKELL

BRIAN
SOUZA

JAMES MATTHEW
VAUGHN

RICHARD D.
PEACH

Chairman, President and
Chief Executive Officer
(“CEO”)

Senior Vice President and
Chief Financial Officer
(“CFO”)

Senior Vice President and
President,
Recycling Products &
Services

Senior Vice President and
Chief Operations
Management Officer

Senior Vice President,
General Counsel,
Chief Compliance Officer
and
Corporate Secretary

Former
Executive Vice President
and
Chief Strategy Officer

The Company values investor feedback and will continue to seek feedback through engagement initiatives to align our executive compensation programs with shareholder expectations. Shareholder feedback has influenced a number of changes to our executive compensation program in recent years, including, but not limited to, the following:

​

​

​

Promote creation
of long-term shareholder
value

​

Recruit and retain
qualified, high performing
executive officers

​

Motivate high levels of
performance

​

Be competitive in the
market for talent

WHAT WE DO:

We seek and carefully consider shareholder feedback regarding our compensation practices

We link our executive compensation to our performance. More than 80% of the target compensation for the CEO and nearly 70% of the target compensation for the NEOs other than the CEO are “at-risk.”

We prioritize the long-term interests of shareholders when making compensation plan decisions. We select metrics in our short-term annual incentive plans that are expected to drive shareholder returns and metrics in our long-term incentive plan (“LTIP”) that are intended to reflect creation of long-term shareholder value. Our three-year performance period for our performance shares and five-year vesting schedule for our RSU awards ensure our executives are focused on long-term success.

We have rigorous financial performance targets for our executives. Metrics and targets for incentive plans are based on the Company’s strategic and business plans and annual budgets that are reviewed by the full Board and are analyzed and tested for reasonableness before Committee approval at the beginning of the performance period. The Committee actively evaluates the appropriateness of the financial measures used in incentive plans and the degree of difficulty in achieving specific performance targets.

We have caps on incentive compensation. The EH&S performance and adjusted operating cash flow metrics in our annual incentive plans are capped at 0.5x if adjusted EPS is negative, and at 1.0x if adjusted EPS is positive but below 0.25x of target. Under our annual incentive plan, payouts are capped at 3.0x and 2.0x for our CEO and other NEOs, respectively. Payouts from our performance share plan are also capped at 2.0x.

We have stock ownership and retention requirements. We have adopted stock ownership guidelines to promote long-term alignment of the interests of our shareholders and our officers, as discussed on page 43. Once officers achieve compliance, they must also retain at least 50% of shares that vest thereafter for at least three years.

We have a double-trigger for cash severance payments and benefits in change-in-control agreements. Our change-in-control agreements are double trigger, i.e., a change in control plus termination of the executive’s employment by the successor company without cause or by the executive for good reason are required to trigger cash severance payments and benefits.

We have an independent compensation consultant. The Committee directly retains Pearl Meyer as its compensation consultant. Pearl Meyer does not provide any other services to the Company.

“No Fault” Clawback Policy. We have adopted a Clawback Policy to recapture incentive compensation awarded to executive officers in the event of restatements of the Company’s financial statements regardless of whether the executive officer contributed to the restatement in accordance with SEC and NASDAQ requirements.

WHAT WE DO not do:

We do not select the Company’s compensation peer group arbitrarily. The selection of the Company’s compensation peer group is designed to identify a mix of companies which the Committee believes provides a comparable aggregate benchmark. Quantitative and qualitative criteria are applied to reflect current market capitalization and revenue parameters and to focus on position in the value chain and exposure to international markets. For fiscal 2024, our benchmarking compensation peer group included 15 companies that the Committee believed reflected appropriate industry, size, geographic scope, and market dynamics.

We do not allow excise tax gross-ups in any new or modified change-in-control agreements

We do not take unnecessary risks. We use a mix of annual and long-term incentive awards and overlapping performance periods to drive current performance in light of long-term objectives. The complementary and diverse performance metrics across our plans are designed to drive balanced decision-making, consistent with our model of shareholder value creation. We apply an annual incentive plan cap or limit payments when earnings results are negative or below threshold. The Committee reserves discretion in payment of short-term incentives.

We do not allow excessive perquisites. Perquisites totaled less than $50,000 in fiscal 2024 for the CEO and $0 for each other NEO.

​

Fiscal 2024 Financial and OPerating Performance

​

We faced challenging market conditions for recycled metals in fiscal 2024 that adversely impacted results, as constrained scrap supply flows and lower average net selling prices led to a significant compression in metal spreads. Despite the cyclical headwinds faced during the year, our fiscal 2024 results included meaningful progress and benefits from our strategic priorities, including from the major cost reduction and productivity program we implemented during the year; ramp-up of our advanced metal recovery technology systems to improve the efficiency of our processes by increasing our shredding throughput, extracting more metals from the shredding process, and expanding our product offerings; organic growth in ferrous and nonferrous sales volumes; and expansion of our third-party recycling services brand, 3PR™, which we launched last year.  

​

Highlights included:

​

Delivered Solid Volume Performance. We achieved year-over-year sales volume growth in our ferrous and nonferrous recycled metals. We increased ferrous sales volumes by 3% year-over-year, as the impact of the tight supply flow environment was more than offset by an increase in volumes from recycling services, and we grew nonferrous sales volume by 1% year-over-year.  

​

Implemented a $70 million Cost Savings and Productivity Improvement Program. During fiscal 2024, we implemented cost savings and productivity initiatives aggregating $70 million in annual benefits. These initiatives included a combination of production cost efficiencies and cost savings, including a reduction in SG&A expense of 10%. Specific measures included increased production yields, efficiencies in processing, reduction in non-trade procurement spend, transportation and logistics optimization, and lower costs from headcount reductions and lower professional and outside services.  In the fourth quarter of fiscal 2024, we achieved substantially the full quarterly run rate of the targeted annual benefits associated with our fiscal 2024 initiatives. Contributions from these productivity and cost reduction initiatives helped to offset the effects of inflationary pressure and increases in operating costs.

​

Continued Deployment of Advanced Metal Recovery Technology Systems. We believe that our objective of extracting more nonferrous metals from our shredding activities is a significant value-added process and is directly aligned with global decarbonization, environmental impact, and demand trends. We have a major strategic initiative currently in progress and partially completed to replace, upgrade, and add to our existing nonferrous metal recovery technologies in order to increase metal recovery and the volume of nonferrous material from shredding operations, provide additional product optionality, create higher quality furnace-ready products, and reduce the metallic portion of shredder residue disposed in landfills. Our program comprises seven primary nonferrous recovery systems at our major shredder facilities. Of these systems, three are major aluminum and four are major copper recovery systems. Our initiative also includes two aluminum separation systems, one on each coast, and four copper separation systems. The construction, commissioning, and ramp up of these new technologies, including commencement of permitting approvals, began substantially in fiscal 2021, with 11 of the 13 systems operational or in the ramp-up phase as of the end of fiscal 2024, and two remaining subject to permitting. Our fiscal 2024 benefited from the contribution to performance from these systems, and we expect to see a trend of increasing returns from these investments in the remainder of calendar 2024 and target full ramp-up of the permitted systems by early calendar 2025. Once fully operational, we continue to expect substantial returns from our investments of approximately $10 EBITDA per ferrous ton.

​

Grew our 3PR™ Business Line, Covering Third-Party Recycling Services. Over the course of the last several years, we have seen increasing demand from our customers for recycling services, including recall services for OEMs, reverse logistics services for big box retailers, and other products and services related to the sustainability of supply chains. We operate these activities under our trademarked 3PR™ brand which stands for third party recycling and is our take on the well-known logistics term, 3PL. 3PR™ involves activities where Radius is providing recycling services, including among other activities, scrap management and recycling solutions for our customers’ reverse logistics processes. 3PR™ now contributes over 10% of our recycled metals volumes and contributed to our year-over-year increase in ferrous sales volumes.

​

Fiscal 2024 COMPENSATION SUMMARY

​

Our executive compensation program strongly links pay to performance. The Committee sets rigorous targets for both the annual and long-term compensation programs, based on a number of factors, including actual and forecasted business conditions and financial and operating performance. Reflecting the alignment between pay and performance as well as the weaker market environment, actual compensation in fiscal 2024 was significantly lower than target levels for the annual compensation program.

​

The overall APBP earned performance multiple for the CEO and the overall AICP earned performance multiple for the other NEOs for fiscal 2024 were both 0.08x, reflecting alignment with the Company’s financial performance. See “Fiscal 2024 APBP Results” and “Fiscal 2024 AICP Results for Other NEOs” below for additional details.

​