DEF 14A of Steel Dynamics Inc
Filed Mar 28, 2024 · FY20230001104659-24-040422
Election of Directors
Election of Directors Board Vote Recommendation FOR Page Reference 32
Election of Directors
Election of Directors In 2023, the company’s shareholders approved an amendment to the company’s amended and restated articles of incorporation to provide for election of directors by the vote of a majority of the votes cast in uncontested elections. A majority of the votes cast means that the number of shares voted “for” a director’s election must exceed the number of votes cast “against” that director’s election. Abstentions and broker non-votes will not be counted as votes cast either “for” or “against” a director’s election and therefore will have no effect on the outcome. This requires that an incumbent director who fails to receive a majority of votes cast in an uncontested election to not be elected, but continue to serve as a “holdover” director. However, under the Company’s Corporate Governance Policies, the unelected director is required to submit an irrevocable advance resignation. The Board would determine the appropriate responsive action and communicate its decision, and its underlying rationale, to shareholders within 90 days of certification of the election results.
Mark D. Millett
Mark D. Millett Position: Co-founder, Chairman, and Chief Executive Officer Director Since: 1993 Age: 64 (Male / Caucasian) Outside Public Company Directorships: None Committees: None Education: Bachelor’s degree in Metallurgy from the University of Surrey in England (1981) Key Qualifications: Mr. Millett brings to the Board strong leadership and industry experience having co-founded the Company and led the Company as its President and CEO since January 2012, through a period of tremendous long-term strategic growth. His experience as a seasoned public company CEO, coupled with his steel industry experience and his operational, commercial, cultural and strategic expertise, are valuable assets to the Board. Professional Background: Mr. Millett co-founded the Company in 1993. Mr. Millett has been our Board Chair since May 2021 and has been our Chief Executive Officer since January 2012. Prior to that, he has held various positions within the Company, including President and Chief Operating Officer, Executive Vice President of Metals Recycling and Ferrous Resources, and Executive Vice President of Flat Roll Operations. Mr. Millett was responsible for the design, construction, and start-up operation of all of our steel mills, including our Butler, Indiana flat roll, melting, and casting operations. Mr. Millett serves as Past Chairman of the Steel Manufacturers Association (SMA). During 2019, Mr. Millett was named the recipient of the James F. Collins Achievement in Advocacy Award by the SMA. In 2014 and 2022, Mr. Millett was named Steelmaker of the Year by the Association of Iron and Steel Technology.
Sheree L. Bargabos
Sheree L. Bargabos Position: Director Director Since: 2018 Age: 68 (Female / Caucasian) Outside Public Company Directorships: PGT Innovations, Inc. Committees: Audit Committee and Compensation Committee Member Education: Bachelor of Science degree in Chemistry from McGill University in Montreal, Quebec, Canada and an MBA from Babson College in Wellesley, Massachusetts Key Qualifications: Among numerous strong leadership characteristics, Ms. Bargabos brings a strong background in industrial operations, safety practices, commercial platforms, employee matters and operational excellence to our Board. Professional Background: Retired. Ms. Bargabos served from 2002 through 2012 as the President of the Roofing and Asphalt Division of Owens Corning, a global manufacturer of composites and building materials. In her capacity as President, Ms. Bargabos was responsible for the $2 billion roofing and asphalt business segment, managing 2,000 employees across 14 manufacturing locations. From 2013 through her retirement in 2015, Ms. Bargabos assumed the role of Vice President, Customer Experience, Roofing, helping to facilitate the successful transition of her successor, among other responsibilities.
Kenneth W. Cornew
Kenneth W. Cornew Position: Lead Independent Director Director Since: 2016 Age: 59 (Male / Caucasian) Outside Public Company Directorships: None Committees: Corporate Governance and Nominating Committee Member and Compensation Committee Chair Education: Bachelor of Science degree in Electrical Engineering from Rutgers University (1987) and an MBA from Drexel University (1995) Key Qualifications: Mr. Cornew brings to the Board a comprehensive understanding and experience in power operations, commodity cycles, commercial expertise, strategic growth, mergers and acquisitions, safety, and process improvement. He also brings an extensive knowledge and understanding of public company governance and regulatory matters. Professional Background: Retired. Mr. Cornew served from 2013 through early 2021 as Senior Executive Vice President and Chief Commercial Officer of Exelon Corporation and President and CEO of Exelon Generation. Mr. Cornew was responsible for the operations of Exelon’s nuclear, fossil, and renewable fleets, as well as the commercial and retail businesses of Constellation. In 1990 Mr. Cornew joined Exelon where, throughout his career, he was instrumental in establishing and growing the company’s competitive energy business. Prior to joining Exelon, Mr. Cornew worked for PJM Interconnection, a regional transmission organization and part of the U.S. Eastern Interconnection Grid serving several states in the Mid-Atlantic and Mid-West regions. Mr. Cornew was a leader in advocacy for the industry and served on the Board of Directors of the Electric Power Research Institute whose focus is research and development relating to the generation, delivery and use of electricity. Mr. Cornew previously served on the Industry Advisory Board for Rutgers School of Engineering, the Advisory Board of FM Global Washington/Philadelphia, and the Board of Trustees for the Living Classrooms Foundation.
Traci M. Dolan
Traci M. Dolan Position: Director Director Since: 2012 Age: 66 (Female / Caucasian) Outside Public Company Directorships: None Committees: Audit Committee Chair and Corporate Governance and Nominating Committee Member Education: Bachelor of Science Degree in Business from Indiana University (1981) Key Qualifications: Ms. Dolan brings to the Board a comprehensive knowledge of accounting, finance and financial management, as well as experience in managing and overseeing regulatory compliances in the areas of executive compensation and risk management involving public companies. Her background also brings an understanding of information technology and cyber risk to the Board to help ensure proper risk oversight. Professional Background: Retired. Ms. Dolan served for ten years (2004 — 2014) with ExactTarget, Inc., a salesforce.com company, which provides global cross-channel interactive marketing software-as-a-service. From July 2011 to February 2014, she served as Chief Administrative Officer and Corporate Secretary, responsible for human resources, executive compensation, legal and corporate governance, real estate, risk management, and shareholder relations. Prior to this, she served as principal financial officer responsible for all financial and administrative functions, including financial and strategic planning, accounting, tax and treasury functions, among other responsibilities. From 2000 — 2004, Ms. Dolan served as Chief Financial Officer and Vice President of Finance and Administration, Secretary and Treasurer of Made2Manage Systems, Inc. 34 Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength
Jennifer L. Hamann
Jennifer L. Hamann Director Since: 2023 Age: 56 (Female / Caucasian) Outside Public Company Directorships: None Committees: Audit Committee Member Education: Bachelor of Science Degree in Finance and an MBA from the University of Nebraska Key Qualifications: Among numerous strong leadership characteristics and logistics expertise, Ms. Hamann brings a diversified background to the Board. Additionally, she has extensive knowledge of business and regulations within Mexico based on her participation on a Union Pacific Mexican joint venture board. Professional Background: From 2020 through present, Ms. Hamann has served as the executive vice president and chief financial officer of Union Pacific Corporation (“Union Pacific”), a large publicly traded company. Union Pacific employs over 33,000 individuals and provides critical service in the global supply chain by linking 23 U.S. states by rail. Additionally, Union Pacific is the only railroad serving all six major transportation Mexican gateways. Ms. Hamann has been employed by Union Pacific for over 30 years, including recently as Senior Vice President of Finance (April 2019 — December 2019) and Vice President of Planning & Analysis (October 2017 — March 2019), gaining significant cross-functional leadership experiences in areas such as, supply chain, capital planning and analysis, debt and equity capital markets, marketing and sales, investor relations, audit, human resources, and corporate strategy.
James C. Marcuccilli
James C. Marcuccilli Position: Director Director Since: 2005 Age: 73 (Male / Caucasian) Outside Public Company Directorships: None Committees: Audit Committee and Corporate Governance and Nominating Committee Member Education: Bachelor’s degree in business finance from the University of Notre Dame (1973) Key Qualifications: Mr. Marcuccilli brings to the Board his comprehensive experience in financial analysis, commercial understanding, banking, organizational management, strategic growth, and information technology and cyber risk. His background as a successful financial entrepreneur also brings a depth of knowledge concerning regulatory and governance matters. Professional Background: Mr. Marcuccilli has served as Chairman and Chief Executive Officer of STAR Financial Bank, a regional bank based in Fort Wayne, Indiana since 2016 and as President and Chief Executive Officer of STAR Financial Bank from 1997 to 2016. Mr. Marcuccilli serves as a director of STAR Financial Group, Inc., the holding company parent of STAR Financial Bank, as well as a director of STAR Financial Bank. Prior to that, Mr. Marcuccilli had responsibility for oversight of nine of STAR’s financial institutions throughout Indiana. He has served as chairman of the Northeast Indiana Regional Partnership from 2008-2009 and a board member of the Indiana Economic Development Corporation (2004 — 2017).
Bradley S. Seaman
Bradley S. Seaman Director Since: 2013 Age: 64 (Male / Caucasian) Outside Public Company Directorships: None (formerly Chairman of the board of CPI Card Group, Inc. from 2007 to 2023) Committees: Corporate Governance and Nominating Committee Chair and Audit Committee Member Education: Bachelor of Science degree in Business Administration from Bowling Green State University (1982) and an MBA from the University of Dallas (1986) Key Qualifications: Mr. Seaman brings to the Board a comprehensive understanding and experience in the private equity markets, strategic initiatives, mergers & acquisitions, management experience, and both operational and corporate governance experience. He also brings an extensive knowledge and understanding of public company governance and regulatory matters. Professional Background: Mr. Seaman has been employed, since August 1999, by Parallel49 Equity, a private equity firm (successor brand of Tricor Pacific Capital) that makes control investments in lower middle market companies in the United States and Canada. From 1999 through December 2011, Mr. Seaman was Managing Director and leader of its U.S. operations, and, since January 2012, has served as its Managing Partner, responsible for leading overall firm operations, strategy, funding, and investments. Mr. Seaman was employed by the General Electric Company from 1984 — 1999 in a series of increasingly responsible positions in both GE Plastics and GE Capital. At GE Capital, Mr. Seaman was ultimately promoted to lead transaction origination and structuring teams in the New York and Chicago offices for the Commercial Finance business which was focused on providing debt and equity for private equity backed transactions and he led GE’s equity investment in the start-up of Steel Dynamics.
Gabriel L. Shaheen
Gabriel L. Shaheen Position: Director Director Since: 2009 Age: 70 (Male / Middle Eastern) Outside Public Company Directorships: None Committees: Compensation Committee and Audit Committee Member Education: Bachelor’s degree in Actuarial Math from the University of Michigan (1976) and a master’s degree in Actuarial Science from the University of Michigan (1977) Key Qualifications: Mr. Shaheen brings an extensive background of training, skills, and experience in the world of risk assessment and management, as well as management skills and experience in operating and supervising complex institutional relationships and major operating units of large publicly traded companies. Professional Background: Mr. Shaheen was a founding partner of Insurex, LLC in 2018, served since 2000 as President, Chief Executive Officer and a principal of GLS Capital Ventures, LLC and partner of NxtStar Ventures, LLC from 2000 through 2018, all of them providing private advisory services to both start-up and existing life insurance, annuity insurance, and other financial services organizations, as well as to entities that serve such organizations. From January 1998 through December 1999, Mr. Shaheen served as Chairman, President and Chief Executive Officer of Lincoln National Life Insurance Company, with responsibility for all of Lincoln’s life and annuity operations throughout the United States. 36 Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength
Luis M. Sierra
Luis M. Sierra Director Since: 2021 Age: 61 (Male / Hispanic) Outside Public Company Directorships: None Committees: Audit Committee and Compensation Committee Member Education: Bachelor’s degree in Mechanical Engineering from the University of Florida, a Master’s degree in Mechanical Engineering from Georgia Institute of Technology, and an M.B.A. in Business Administration from the University of Chicago Key Qualifications: Mr. Sierra brings a strong background in industrial and international operations, commercial and organizational strategy, and financial acumen to our Board. Mr. Sierra also has worked extensively outside of the United States and is bilingual, speaking Spanish. Professional Background: From July 2020 through October 2022, Mr. Sierra served as the President and Chief Executive Officer of NOVA Chemicals Corporation, with annual 2021 revenues of $5.1 billion and a workforce of 4,000 employees and contractors. NOVA is a Canadian-based privately held company with operations in Canada and the United States, producing ethylene, polyethylene, and other chemical co-products. Prior to this time, Mr. Sierra had an over 30-year career with BP holding various leadership positions, including most recently from 2013 to 2016 as the President of BP Aromatics, Americas, Europe and Middle East, and from 2016 to 2020 as the Chief Executive Officer of BP Global Aromatics, a $5 billion global chemicals business. Richard P. Teets, Jr. Position: Co-founder and Director Director Since: 1993 Age: 68 (Male / Caucasian) Outside Public Company Directorships: None Committees: None Education: Bachelor’s degree in mechanical engineering from Lafayette College (1977) and a master’s degree in business administration from Duquesne University (1982) Key Qualifications: Mr. Teets brings to the Board strong leadership and industry experience having co-founded the Company. Mr. Teets brings to the Board a strong academic, innovative, strategic and operational background and business experience in the design, construction and operation of steel mill facilities. Additionally, he offers demonstrated leadership in organizing, planning and directing complex projects, both at the construction and operational levels. Professional Background: Retired. Mr. Teets had been our Executive Vice President for Steelmaking and President and Chief Operating Officer of Steel Operations since August 2008 through March 2016. In April 2007, Mr. Teets became an Executive Vice President, overseeing the Company’s four long-products steelmaking divisions and the steel fabrication platform. From 1998 to 2007, he managed the construction, start-up, and operation of the Structural and Rail Division and was responsible for its commercial success and growth. Prior to this, from 1993 to early 1996, Mr. Teets was responsible for the design, construction, and start-up operation of the Company’s Butler Flat Roll Division. Mr. Teets was named the Steel Advocate of the Year during 2016 by the American Metal Market.
Director Compensation
Director Compensation The following table presents the total compensation for each person who served as a non-employee member of the Board during 2023.
Director Compensation
| Name (a) | Fees Earned or Paid in Cash (b)2 | Stock Awards (c)3 | Total (h) | | Sheree L. Bargabos | $130,000 | $165,052 | $295,052 | | Keith E. Busse1 | 62,500 | ― | 62,500 | | Kenneth W. Cornew | 170,000 | 165,052 | 335,052 | | Traci M. Dolan | 155,000 | 165,052 | 320,052 | | Jennifer L. Hamann | — | 82,545 | 82,545 | | James C. Marcuccilli | 150,000 | 165,052 | 315,052 | | Bradley S. Seaman | 150,000 | 165,052 | 315,052 | | Gabriel L. Shaheen | 130,000 | 165,052 | 295,052 | | Luis M. Sierra | 130,000 | 165,052 | 295,052 | | Steven A. Sonnenberg | 130,000 | 165,052 | 295,052 | | Richard P. Teets, Jr. | 130,000 | 165,052 | 295,052 |
Director Compensation
Other than as set forth in the table, we did not pay any other compensation or make any equity or non-equity awards to any of the non-employee members of the Board. Mr. Millett, who is our Chairman and Chief Executive Officer, received no compensation for his service as a director or as Chairman of the Board and, consequently, is not included in the table. 1 Mr. Busse retired from the Board in May 2023. 2 Mr. Teets received a DSU award for 584 shares of the Company’s common stock with a grant date fair value of $62,500 in lieu of his annual cash retainer. Mr. Sierra received a DSU award for 636 shares of the Company’s common stock with a grant date fair value of $67,500 in lieu of his annual cash retainer. 3 The amounts reported in this column represent the grant date fair value of the DSU awards granted under the 2015 Plan and 2023 Plan. The DSU awards with an award value of $165,052 were each for 1,796 shares of the Company’s common stock on the basis of the Nasdaq closing market price for the Company’s common stock on the last business day prior to June 1, 2023. Additionally, Ms. Hamann was granted DSU awards with an award value of $82,545 for 775 shares of the Company’s common stock on the last business day prior to November 1, 2023, in recognition of her initial partial year service as a Board member. Each 2023 DSU award vested in full on the grant date, subject only to the particular deferred settlement date elected in advance by the director for settlement of his or her DSU award into shares of the Company’s common stock on a one-for-one basis. 40 Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength
2023 Summary Compensation Table
2023 Summary Compensation Table The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of our NEOs for the years ended December 31, 2023, 2022 and 2021.
2023 Summary Compensation Table
| Name and Principal Position (a) | Year (b) | Salary (c) | Stock Awards1 (e) | Option Awards2 (f) | Non-Equity Incentive Plan Compensation3 (g) | All Other Compensation4 (i) | Totals5 (j) | | Mark D. Millett Chairman and Chief Executive Officer | 2023 | $1,485,000 | $5,023,287 | $― | $5,197,500 | $117,875 | $11,823,662 | | | 2022 | 1,430,000 | 4,646,697 | ― | 5,005,000 | 152,760 | 11,234,457 | | | 2021 | 1,390,000 | 4,993,421 | 1,000,012 | 3,475,000 | 141,485 | 10,999,918 | | Theresa E. Wagler Executive Vice President,Chief Financial Officer and Corporate Secretary | 2023 | 775,000 | 2,325,250 | ― | 2,712,500 | 99,381 | 5,912,131 | | | 2022 | 730,000 | 2,047,696 | ― | 2,555,000 | 148,900 | 5,481,596 | | | 2021 | 710,000 | 2,066,004 | 200,008 | 1,775,000 | 137,041 | 4,888,053 | | Barry T. Schneider President and Chief Operating Officer | 2023 | 810,000 | 2,642,945 | ― | 2,784,167 | 99,329 | 6,336,441 | | | 2022 | 610,000 | 1,629,522 | ― | 1,830,000 | 148,800 | 4,218,322 | | | 2021 | 590,000 | 1,562,392 | 200,008 | 1,180,000 | 135,905 | 3,668,305 | | Christopher A. Graham Senior Vice President Flat Roll Steel Group | 2023 | 615,000 | 1,747,656 | ― | 1,845,000 | 99,329 | 4,306,985 | | | 2022 | 570,000 | 1,570,186 | ― | 1,710,000 | 148,800 | 3,998,986 | | | 2021 | 530,000 | 1,427,430 | 200,008 | 1,060,000 | 135,904 | 3,353,342 | | Glenn A. Pushis Senior Vice President Special Projects | 2023 | 640,000 | 1,783,638 | ― | 1,920,000 | 99,353 | 4,442,991 | | | 2022 | 610,000 | 1,629,522 | ― | 1,830,000 | 148,800 | 4,218,322 | | | 2021 | 590,000 | 1,562,392 | 200,008 | 1,180,000 | 135,981 | 3,668,381 |
2023 Summary Compensation Table
1 The amounts reported in this column for 2023 include the grant date fair value of the performance share awards grant pursuant to the LTIP and the grant date fair value of the RSU awards granted under the 2015 Plan and 2023 Plan, excluding the effect of estimated forfeitures. The amounts reported for the 2023 performance share awards are based on the probable outcome at the grant date, which we estimated to be 50% of the maximum award values, and which were $5,197,500 in the case of Mr. Millett, $2,325,000 in the case of Ms. Wagler, $2,975,000 in the case of Mr. Schneider, $1,845,000 in the case of Mr. Graham, and $1,920,000 in the case of Mr. Pushis. The amounts reported in this column for 2022 include the grant date fair value of the performance share awards grant pursuant to the LTIP and the grant date fair value of the RSU awards granted under the 2015 Plan, excluding the effect of estimated forfeitures. The amounts reported for the 2022 performance share awards are based on the probable outcome at the grant date, which we estimated to be 50% of the maximum award values, and which were $5,005,000 in the case of Mr. Millett, $2,190,000 in the case of Ms. Wagler, $1,830,000 in the case of Mr. Schneider, $1,710,000 in the case of Mr. Graham, and $1,830,000 in the case of Mr. Pushis. The amounts reported in this column for 2021 include the grant date fair value of the performance share awards grant pursuant to the LTIP, grant date fair value of the restricted stock awards earned under the Annual Plan and the grant date fair value of the RSU awards granted under the 2015 Plan, excluding the effect of estimated forfeitures. The amounts reported for the 2021 performance share awards are based on the probable outcome at the grant date, which we estimated to be 50% of the maximum award values, and which were $4,865,000 in the case of Mr. Millett, $1,775,000 in the case of Ms. Wagler, $1,475,000 in the case of Mr. Schneider, $1,325,000 in the case of Mr. Graham, and $1,475,000 in the case of Mr. Pushis. Our methodology and rationale for the incentive compensation paid to our NEOs is described in the Annual Incentive Compensation Plan, Long-Term Incentive Plan, and RSUs sections of the CD&A. For a discussion of the assumptions, if any, used in determining the grant date fair value of the stock awards reported in this column, see Note 1 to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 29, 2024. 2 The amounts reported in this column represent the grant date fair values of the SAR awards, excluding the effect of estimated forfeitures. 3 The amounts reported in this column include the amounts paid to our NEOs under the Annual Plan. The amounts were paid for services performed during the indicated fiscal year but paid in the subsequent fiscal year. Our methodology and rationale for the annual incentive compensation paid to our NEOs is described in the Annual Incentive Compensation Plan section of the CD&A. 4 The amounts reported in this column for 2023 include insurance premiums of $3,960 and costs related to personal plane usage of $14,432 for Mr. Millett and Company matching and profit-sharing contributions to the Company’s Profit Sharing and Retirement Savings Plan. The amounts reported in this column also include the cash portion of the profit-sharing allocation made pursuant to the Company’s Profit Sharing and Retirement Savings Plan paid in March for services performed during the previous fiscal year. 5 Column (d), Bonus, and column (h), Change in Pension Value and Nonqualified Deferred Compensation Earnings, have been omitted, as none of our NEOs received any such compensation during any of the covered fiscal years.
2023 Grants of Plan-Based Awards Table
2023 Grants of Plan-Based Awards Table The following table presents, for each of our NEOs, information concerning each plan-based award of cash or equity made during 2023. This information supplements the information about these awards set forth in the 2023 Summary Compensation Table.
2023 Grants of Plan-Based Awards Table
| | | | Estimated future payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards | | | | | | | | Name (a) | Award Type | Grant Date (b) | Threshold ($) (c) | Target1 ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target2 (#) (g) | Maximum (#) (h) | All Other Stock Awards: Number of shares of stock or units (#) (i) | All other option awards: number of securities underlying options (#) (j) | Exercise or base price of option awards ($/sh) (k) | Grant Date Fair Value of Stock Awards3 (l) | | Mark D. Millett | Annual Plan | | $— | $2,598,750 | $5,197,500 | | | | | | | | | | Profit Sharing | | | 57,283 | | | | | | | | | | | LTIP | 02/22/2023 | | | | — | 27,307 | 54,613 | | | | $2,598,750 | | | RSU | 02/22/2023 | | | | | | | 19,815 | | | 2,337,510 | | | RSU | 11/21/2023 | | | | | | | 778 | | | 87,027 | | Theresa E. Wagler | Annual Plan | | — | 1,356,250 | 2,712,500 | | | | | | | | | | Profit Sharing | | | 57,283 | | | | | | | | | | | LTIP | 02/22/2023 | | | | — | 12,215 | 24,430 | | | | 1,162,500 | | | RSU | 02/22/2023 | | | | | | | 9,283 | | | 1,095,086 | | | RSU | 11/21/2023 | | | | | | | 623 | | | 67,664 | | Barry T. Schneider | Annual Plan | | — | 1,392,083 | 2,784,167 | | | | | | | | | | Profit Sharing | | | 57,283 | | | | | | | | | | | LTIP | 03/01/2023 | | | | — | 15,630 | 31,260 | | | | 1,487,500 | | | RSU | 03/01/2023 | | | | | | | 8,826 | | | 1,070,947 | | | RSU | 11/21/2023 | | | | | | | 778 | | | 84,499 | | Christopher A. Graham | Annual Plan | | — | 922,500 | 1,845,000 | | | | | | | | | | Profit Sharing | | | 57,283 | | | | | | | | | | | LTIP | 02/22/2023 | | | | — | 9,694 | 19,387 | | | | 922,500 | | | RSU | 02/22/2023 | | | | | | | 6,552 | | | 772,918 | | | RSU | 11/21/2023 | | | | | | | 467 | | | 52,239 | | Glenn A. Pushis | Annual Plan | | — | 960,000 | 1,920,000 | | | | | | | | | | Profit Sharing | | | 57,283 | | | | | | | | | | | LTIP | 02/22/2023 | | | | — | 10,088 | 20,175 | | | | 960,000 | | | RSU | 02/22/2023 | | | | | | | 6,552 | | | 772,918 | | | RSU | 11/21/2023 | | | | | | | 467 | | | 50,721 |
2023 Grants of Plan-Based Awards Table
1 The amounts reported in this column reflect the target annual incentive compensation for 2023 pursuant to the Annual Plan which is not awarded or paid until February 2024, as well as the cash portion of the Company’s Profit Sharing and Retirement Savings plan which is not awarded or paid until March 2024. For the Annual Plan, a portion of the actual amount earned during 2023 was required to be paid in cash with the remainder eligible to be distributed in shares of restricted stock. Each NEO met the required multiple of the equity hold threshold outlined in our Equity Ownership Policy for our Executive Officers section in CD&A and has elected for his or her portion earned as restricted stock to be paid in cash. 2 The amounts reported in this column reflect the targeted LTIP granted in the form of performance share awards for shares of the Company’s common stock. The 2023 Awards were granted to all NEOs with a performance period of three years. These shares will vest at the time the award payout is determined in March 2026. The amounts reported in the “Grant Date Fair Value of Stock Awards” column in the same row reflect the grant date fair value of the performance share awards based on the target number of shares. 3 The amounts reported in this column represent the grant date fair value of the performance share awards grant pursuant to the LTIP, and the grant date fair value of the RSU awards granted under the 2015 Plan and 2023 Plan, excluding the effect of estimated forfeitures. 64 Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength
2023 Outstanding Equity Awards at Fiscal Year-End Table
2023 Outstanding Equity Awards at Fiscal Year-End Table The following table presents, for each of our NEOs, information regarding stock appreciation rights (SARs) and stock awards held as of December 31, 2023. The market value of the shares of the Company’s common stock reflected in the table is based upon the market price per share on the last trading day of 2023 (which was $118.10).
2023 Outstanding Equity Awards at Fiscal Year-End Table
| | | Option Awards | | | | Stock Awards | | | | | | Name (a) | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercis- able1 (b) | Number of Securities Underlying Unexercised Options (#) Unexercis- able2 (c) | Option Exercise Price ($)(e) | Option Expiration Date (f) | Grant Date | Num- ber of shares or units of stock that have not vested (#)3 (g) | Market value of shares or units of stock that have not vested ($) (h) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)4 (i) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) (j) | | Mark D. Millett | 02/20/20 | 16,426 | — | 29.13 | 02/20/30 | 02/25/21 | 17,678 | 2,087,772 | | | | | 02/24/21 | 30,268 | 4,321 | 42.83 | 02/24/31 | 02/01/22 | 8,345 | 985,545 | | | | | | | | | | 02/24/22 | | | 40,586 | 4,793,207 | | | | | | | | 02/24/22 | 34,798 | 4,109,644 | | | | | | | | | | 02/22/23 | | | 27,307 | 3,224,957 | | | | | | | | 02/22/23 | 19,815 | 2,340,152 | | | | Theresa E. Wagler | 02/20/20 | 3,269 | — | 29.13 | 02/20/30 | 11/21/20 | 4,728 | 558,377 | | | | | 02/24/21 | 6,062 | 851 | 42.83 | 02/24/31 | 02/25/21 | 6,542 | 772,610 | | | | | | | | | | 02/01/22 | 4,263 | 503,460 | | | | | | | | | | 02/24/22 | | | 17,759 | 2,097,338 | | | | | | | | 02/24/22 | 14,968 | 1,767,721 | | | | | | | | | | 11/21/22 | 692 | 81,725 | | | | | | | | | | 02/22/23 | | | 12,215 | 1,442,592 | | | | | | | | 02/22/23 | 9,283 | 1,096,322 | | | | | | | | | | 11/21/23 | 623 | 73,576 | | | | Barry T. Schneider | 02/24/21 | 433 | 851 | 42.83 | 02/24/31 | 11/21/20 | 2,364 | 279,188 | | | | | | | | | | 02/25/21 | 3,006 | 355,009 | | | | | | | | | | 02/01/22 | 3,542 | 418,310 | | | | | | | | | | 02/24/22 | | | 14,840 | 1,752,604 | | | | | | | | 02/24/22 | 11,226 | 1,325,791 | | | | | | | | | | 11/21/22 | 519 | 61,294 | | | | | | | | | | 02/22/23 | | | 15,630 | 1,845,903 | | | | | | | | 03/01/23 | 8,826 | 1,042,351 | | | | | | | | | | 11/21/23 | 778 | 91,882 | | |
2023 Outstanding Equity Awards at Fiscal Year-End Table
| | | Option Awards | | | | Stock Awards | | | | | | Name (a) | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercis- able1 (b) | Number of Securities Underlying Unexercised Options (#) Unexercis- able2 (c) | Option Exercise Price ($)(e) | Option Expiration Date (f) | Grant Date | Num- ber of shares or units of stock that have not vested (#)3 (g) | Market value of shares or units of stock that have not vested ($) (h) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)4 (i) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) (j) | | Christopher A. Graham | 02/24/21 | 2,165 | 851 | 42.83 | 02/24/31 | 02/25/21 | 3,006 | 355,009 | | | | | | | | | | 02/01/22 | 3,182 | 375,794 | | | | | | | | | | 02/24/22 | | | 13,867 | 1,637,693 | | | | | | | | 02/24/22 | 11,226 | 1,325,791 | | | | | | | | | | 02/22/23 | | | 9,694 | 1,144,861 | | | | | | | | 02/22/23 | 6,552 | 773,791 | | | | Glenn A. Pushis | 02/24/21 | 433 | 851 | 42.83 | 02/24/31 | 11/21/20 | 2,364 | 279,188 | | | | | | | | | | 02/25/21 | 3,006 | 355,009 | | | | | | | | | | 02/01/22 | 3,542 | 418,310 | | | | | | | | | | 02/24/22 | | | 14,840 | 1,752,604 | | | | | | | | 02/24/22 | 11,226 | 1,325,791 | | | | | | | | | | 11/21/22 | 519 | 61,294 | | | | | | | | | | 02/22/23 | | | 10,088 | 1,191,394 | | | | | | | | 02/22/23 | 6,552 | 773,791 | | | | | | | | | | 11/21/23 | 467 | 55,153 | | |
2023 Outstanding Equity Awards at Fiscal Year-End Table
1 The amounts reported in this column reflect the number of shares of the Company’s common stock exercisable under the SARs program. 2 The amounts reported in this column reflect the number of shares of the Company’s common stock unexercisable under the SARs program. 3 The amounts reported in this column reflect the number of shares or units under long-term equity incentive compensation plans with the remaining vesting periods as outlined below:
2023 Outstanding Equity Awards at Fiscal Year-End Table
| Grant Date | Award Type | Remaining Vesting | | 11/21/20 | RSUs | 1 year | | 02/25/21 | RSUs | 1∕2 for 2 months, 1∕2 for 1 year | | 02/01/22 | Annual Plan | 1 month | | 02/24/22 | RSUs | 1∕3 for 2 months, 1∕3 for 1 year, 1∕3 for 2 years | | 11/21/22 | RSUs | 1 year | | 02/22/23 | RSUs | 1∕3 for 1 year, 1∕3 for 2 years, 1∕3 for 3 years | | 11/21/23 | RSUs | 2 years |
2023 Outstanding Equity Awards at Fiscal Year-End Table
4 The amounts reported in this column reflect the target number of shares pursuant to the LTIP for the 2022 and 2023 Awards with performance periods of three years.
2023 Option Exercises and Stock Vested Table
2023 Option Exercises and Stock Vested Table The following table presents, for each of our NEOs, the number of shares of the Company’s common stock and the corresponding value realized during 2023 with respect to SARs that were exercised and restricted stock units and restricted stock awards that vested, during the year.
2023 Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise (c)1 | Number of Shares Acquired on Vesting (#) (d)2 | Value Realized on Vesting (e)3 | | Mark D. Millett | — | $— | 151,049 | $19,492,901 | | Theresa E. Wagler | — | — | 63,896 | 8,123,099 | | Barry T. Schneider | 8,898 | 729,219 | 46,779 | 6,005,146 | | Christopher A. Graham | 7,166 | 493,449 | 45,855 | 5,824,294 | | Glenn A. Pushis | 8,898 | 689,178 | 46,779 | 6,005,146 |
2023 Option Exercises and Stock Vested Table
1 The amounts reported in this column represent the number of shares of the Company’s common stock on exercise of SARs during 2023, multiplied by the difference between the price of the Company’s common stock on the exercise date at the time each individual executed and the exercise price for each SAR. 2 The amounts reported in this column represent the number of shares of the Company’s common stock subject to restricted stock awards that vested during 2023. 3 The amounts reported in this column represent the number of shares of the Company’s common stock subject to restricted stock units and restricted stock awards that vested on dates during 2023 multiplied by the closing market price of the Company’s common stock on the date prior to each corresponding vesting date.
2023 Pension Benefits
2023 Pension Benefits We did not maintain any defined benefit pension or other actuarial plan for our NEOs during 2023.
2023 Nonqualified Deferred Compensation
2023 Nonqualified Deferred Compensation We did not maintain any nonqualified defined contribution or other deferred compensation plans or arrangements for our NEOs during 2023.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Table
Potential Payments Upon Termination or Change in Control Table The following table sets forth the estimated payments and benefits that we would have been required to make if the employment of any of our NEOs were to have been terminated on December 31, 2023 under the various triggering events described above.
Potential Payments Upon Termination or Change in Control Table
| Name | Benefit | Termination without Cause or for Good Reason1 | Death2 | Termination without Cause or for Good Reason in Connection with Change in Control | | Mark D. Millett | Lump sum cash payment | $2,970,000 | $— | $13,172,500 | | | Accelerated vesting of unvested equity awards | | 17,541,275 | 17,541,275 | | | Continuation of health care benefits | | | 30,170 | | Theresa E. Wagler | Lump sum cash payment | 1,550,000 | — | 5,113,125 | | | Accelerated vesting of unvested equity awards | | 8,393,721 | 8,393,721 | | | Continuation of health care benefits | | | 13,761 | | Barry T. Schneider | Lump sum cash payment | 1,700,000 | — | 4,735,625 | | | Accelerated vesting of unvested equity awards | | 7,172,331 | 7,172,331 | | | Continuation of health care benefits | | | 35,126 | | Christopher A. Graham | Lump sum cash payment | 1,230,000 | — | 3,588,750 | | | Accelerated vesting of unvested equity awards | | 5,612,939 | 5,612,939 | | | Continuation of health care benefits | | | 35,126 | | Glenn A. Pushis | Lump sum cash payment | 1,280,000 | — | 3,772,500 | | | Accelerated vesting of unvested equity awards | | 6,212,532 | 6,212,532 | | | Continuation of health care benefits | | | 13,761 |
Potential Payments Upon Termination or Change in Control Table
1 The amounts reported in this column assume a remaining employment term of 24 months, at our NEO’s then-current annual base salary. Depending upon the date of notice of non-renewal or termination, however, the actual remaining employment term could be as short as 15 or as long as 27 months. 2 Our NEOs participate in the group term life insurance program with cash benefits expected to be equal to two times his or her base salary in effect as of the termination date. A portion of the aggregate death benefits is currently self-funded by the Company. Potential death payments assume the Compensation Committee approves of acceleration of outstanding equity awards. Acceleration is not automatic.
CEO Pay Ratio
CEO Pay Ratio As required by Item 402(u) of Regulation S-K, and in accordance with applicable SEC interpretive guidance, we are providing the following information about the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee, as of December 31, 2023. This ratio is a reasonable estimate, calculated in a manner consistent with SEC rules. Our principal executive officer is Mr. Mark Millett, Chairman and Chief Executive Officer. Mr. Millett had annual total compensation of $11,823,662 in 2023, as reported in the 2023 Summary Compensation Table. Our median employee’s annual total compensation in 2023 was $119,460. Therefore, we estimate that Mr. Millett’s annual total compensation for 2023 was 99 times that of our median employee. For purposes of calculating the pay ratio for 2023, we used the same individual that we originally identified as our median employee for 2021 because there was no change to our employee population, mix between full-time and part-time employees, our median employee’s responsibilities, or compensation arrangements that we reasonably believed would significantly impact our pay ratio disclosure. We then utilized the same rules which we apply to the calculation of total compensation of the Company’s NEOs, as reflected in the Summary Compensation Table to determine the annual total compensation of our median employee. 70 Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about pay versus performance. For a detailed explanation regarding Compensation Committee decisions with respect to Named Executive Officer pay, please refer to our Compensation Discussion & Analysis. For purposes of this disclosure, compensation actually paid (“CAP”) represents an amount calculated based on the formulas which determine values as of a certain date and may not be reflective as of the respective grant date value, the current value or the future value, all of which may be higher or lower. CAP is not compensation actually delivered to or received by our NEOs in each respective year, nor is it a factor that drives executive pay decisions, including how the Compensation Committee establishes target compensation levels or determines incentive award opportunities and actual payouts.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO ($) (b)1 | Compensation Actually Paid to PEO ($)(c)2 | Average Summary Compensation Table Total for Non-PEO NEOs ($) (d)3 | Average Compensation Actually Paid to Non-PEO NEOs ($)(e)2 | Company Total Shareholder Return ($) (f) | Peer Group Total Shareholder Return ($) (g)4 | Net Income (in millions) ($) (h)5 | Pre-Tax Return on Equity (i) | | 2023 | $11,823,662 | $26,494,892 | $5,249,637 | $10,059,306 | $379 | $324 | $2,451 | 38% | | 2022 | 11,234,457 | 34,801,768 | 5,046,515 | 10,577,592 | 308 | 249 | 3,863 | 68% | | 2021 | 10,999,918 | 30,540,286 | 4,047,731 | 9,221,379 | 193 | 214 | 3,214 | 81% | | 2020 | 10,976,625 | 14,341,620 | 3,603,810 | 4,586,970 | 112 | 98 | 551 | 17% |
Compensation Actually Paid ($ in millions) to Company Total Shareholder Return and Peer Group Total Shareholder Return
Compensation Actually Paid ($ in millions) to Company Total Shareholder Return and Peer Group Total Shareholder Return
Compensation Actually Paid ($ in millions) to Pre-Tax Return On Equity
Compensation Actually Paid ($ in millions) to Pre-Tax Return On Equity 72 Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength
Compensation Actually Paid ($ in millions) to Net Income ($ in billions)
Compensation Actually Paid ($ in millions) to Net Income ($ in billions)
Compensation Actually Paid ($ in millions) to Net Income ($ in billions)
| Proposal #3 | Advisory Vote to Approve the Compensation of the Named Executive Officers |
Compensation Actually Paid ($ in millions) to Net Income ($ in billions)
We are asking our shareholders to approve the compensation paid to our NEOs for 2023, as disclosed in this Proxy Statement. This vote, which is sometimes referred to as a “say-on-pay vote,” is required by the federal securities laws. This vote was approved at the 2023 Annual Meeting to occur on an annual basis and the next say-on-frequency vote will take place in 2029. The vote is advisory only, and, accordingly is not binding on the Company, the Board or the Compensation Committee. Although the vote is non-binding, the Compensation Committee and the Board will nonetheless carefully consider the outcome of the vote when making future compensation decisions. At the 2023 Annual Meeting, the Company’s “say-on-pay” proposal with respect to our 2022 executive compensation program was approved with 92% of the votes cast in favor of the compensation of our NEOs. Accordingly, we carried our long-standing compensation philosophy and pay practices materially unchanged into 2023. As described in the preceding CD&A, the Company continues to primarily rely upon two performance-based incentive compensation programs, the Annual Plan and long-term equity incentive compensation awards. Together, they provide 84% of our Chief Executive Officer’s and 82% of our average named executive officer’s target total direct compensation opportunities and effectively implement our objective “pay-for-performance” philosophy. These principal pay components provide a straightforward and balanced approach to identifying, assessing and rewarding executive performance. We encourage you to read the CD&A which describes the details of our executive compensation program and the decisions made by the Compensation Committee in 2023. Our executive compensation program is designed to reward performance in an effective way, encouraging our senior leadership team to operate as a high-performing team, focusing on long-term value creation. The entire Steel Dynamics team delivered strong performance again during 2023. We achieved numerous milestones and performed at the top of our industry both operationally and financially. Most importantly, we did it safely, operating better than key industry benchmarks and achieving a record low total recordable injury rate. We achieved record steel shipments of 12.8 million tons with 2023 consolidated revenues at $18.8 billion. This resulted in our third-highest consolidated operating income of $3.2 billion and consolidated net income of $2.5 billion. The Board believes that our executive compensation program and compensation-related risk mitigation policies and practices effectively align our NEOs’ interests with those of our shareholders in the pursuit of long-term value creation through exemplary performance. Accordingly, the Board is requesting your approval, on an advisory basis, of the following resolution: “RESOLVED, that the shareholders of Steel Dynamics, Inc. approve, on an advisory basis, the compensation for 2023 paid to the Named Executive Officers, as disclosed in the Proxy Statement for the 2024 Annual Meeting of Shareholders, pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the 2023 Summary Compensation Table and the other related tables, and the accompanying narrative set forth in this Proxy Statement.” The Board of Directors recommends a vote “FOR” the approval of the compensation of the Named Executive Officers. 74 Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength
Compensation Actually Paid ($ in millions) to Net Income ($ in billions)
| Proposal #4 | Approval of the Steel Dynamics, Inc. 2024 Employee Stock Purchase Plan |
Compensation Actually Paid ($ in millions) to Net Income ($ in billions)
The following summary description of the Steel Dynamics, Inc. 2024 Employee Stock Purchase Plan (the “2024 Plan”) is qualified in its entirety by reference to the actual text of the 2024 Plan, which is attached to this Proxy Statement as Annex A. In the event of any discrepancy, the terms of the actual 2024 Plan will govern. We have had an Employee Stock Purchase Plan since 2004. The 2024 Plan is designed to replace our shareholder approved 2014 Employee Stock Purchase Plan which expires as of July 1, 2024 (the “Expiring Plan”). The closing price of the Company’s common stock, as reported on Nasdaq, on March 27, 2024, the last trading day immediately prior to the filing of the Proxy Statement, was $146.99. The Employee Stock Purchase Plan allows broad-based participation for our colleagues with over 4,500 electing to participate. Currently, the Company has set the maximum participant contribution at a fixed dollar amount of $10,400 annually per participant with a 15% Company match on participant contributions. Shares are purchased on the open market at the market price as no share reserve exists for the 2024 Plan. The 2024 Plan will expire on July 1, 2034. Our Board of Directors has approved the 2024 Plan applicable to the employees of Steel Dynamics, Inc. and its “Participating Affiliates,” effective on the first day of the calendar month following the date on which the 2024 Plan is approved by shareholders, or July 1, 2024, whichever is later. The purpose of the 2024 Plan is to provide a convenient way for “Eligible Employees” (regular full-time employees whose customary employment is at least 30 hours per week and 1,000 hours annually, and have completed 30 days of “Service”), to purchase shares of the Company’s common stock, in the open market through a “Designated Broker” and at fair market value, through regular payroll deductions and certain “matching” contribution by Steel Dynamics or its Participating Affiliate. As of December 31, 2023, approximately 9,300 of our employees would have been eligible to participate in the 2024 Plan. The 2024 Plan is voluntary on the part of the employee, and an employee who wishes to become a “Participant” under the 2024 Plan may elect to participate by executing and approving a prescribed payroll deduction authorization, as well as various other 2024 Plan documents and new account documents supplied by the brokerage firm we have appointed as the “Designated Broker” under the 2024 Plan. By enrolling, the Participant authorizes prescribed amounts the Participant has specified to be deducted from the Participant’s compensation and, together with certain “matching” contributions by Steel Dynamics or its Participating Affiliate, these amounts are remitted to the Designated Broker and used for open market purchases of our common stock for the Participant’s personal account. “Service,” as defined by the 2024 Plan, means continuous uninterrupted employment by Steel Dynamics or one or more of its Participating Affiliates, subject to certain conditions. All Participants under the 2024 Plan have the same rights and privileges, except that no employee may participate under the 2024 Plan if that employee, immediately after a payroll deduction and/or after a matching contribution has been made, owns stock in excess of 5% of the Company’s common stock, determined under the rules prescribed pursuant to Section 424(d) of the Internal Revenue Code of 1986, as amended. The minimum payroll deduction for Participants with weekly pay periods is $10, and for Participants with monthly pay periods is $40, and the maximum payroll deduction for Participants with weekly pay periods is $200, or for Participants with monthly pay periods is $860. Once a Participant has instructed the Company to withhold a specified amount per pay period, that Participant, under rules prescribed by the Compensation Committee from time to time, may increase or decrease the payroll deduction authorization by multiples of $10, within the limits of the minimum and maximum amounts. The maximum allowable payroll deduction, exclusive of any matching contributions by the Company, may not exceed $10,400 in any calendar year. The Compensation Committee, however, may increase the maximum amounts of allowable payroll deductions by up to $100 for Participants with weekly pay periods and up to $440 for Participants with monthly pay periods for a maximum allowable payroll deduction in a calendar year of $15,600 over the maximums set forth in the 2024 Plan, without such increase being considered a material 2024 Plan amendment requiring shareholder approval. Each Participant under the 2024 Plan shall be entitled to “Company Matching Contributions” on the amount of that Participant’s payroll deductions, and that matching contribution, as currently agreed, will be equal to 15% of the Participant’s payroll deduction. The Company’s Board of Directors, on the recommendation of the Compensation Committee, may increase or decrease the amount of the Company Matching Contribution, in increments of 1%, within a range of a minimum of 10% to a maximum of 20% of the Participant’s payroll deduction amount, without such increase or decrease being considered a material 2024 Plan amendment requiring shareholder approval. The Company must remit the funds deducted from a Participant’s compensation, together with any matching contributions, to the Designated Broker no less frequently than monthly. No interest is payable by the Company or any Affiliate to or on behalf of any Participant on account of any amounts withheld from a Participant’s compensation prior to the time it is remitted to the Designated Broker. A Participant, on a limited basis, may suspend his or her contributions under the 2024 Plan, without being deemed to have withdrawn from or terminated his or her participation under the 2024 Plan, and a Participant on an unpaid leave of absence will be deemed to have suspended his or her payroll deduction authorization during the time of such leave. If a Participant has not resumed voluntary contributions within 12 months after the commencement of a suspension period, the Participant shall be deemed to have withdrawn from the 2024 Plan. All accounts maintained by the Designated Broker for each Participant shall be and remain the sole property of the Participant, at all times and for all purposes, from the moment of receipt by the Designated Broker of the amounts contributed by or on behalf of the Participant. The Participant may withdraw shares of common stock or dispose of shares of common stock as and when the Participant may direct. The Designated Broker is required to make reports to each Participant no less frequently than quarterly, specifying the number of shares of common stock, the market value thereof, and any unapplied cash, through the last day of each such period. The Company’s Board of Directors, at any time and in its discretion, may alter, amend, suspend or terminate the 2024 Plan or any part thereof, without seeking or obtaining shareholder approval, unless an alteration or amendment, in the opinion of the Company’s legal counsel, shall be deemed a “material amendment” within the meaning of Nasdaq Equity Rule 5635(c) or any comparable or replacement rule applicable to the Company.
Compensation Actually Paid ($ in millions) to Net Income ($ in billions)
The 2024 Plan is not intended to qualify as an “employee stock purchase plan” within the meaning of Section 423(a) of the Internal Revenue Code of 1986, as amended. Under current tax laws, therefore, amounts that are withheld from a Participant’s compensation pursuant to a payroll deduction authorization, and used for the purchase of shares of the Company’s common stock, will neither be excludable from gross income nor deductible, for federal income tax purposes, by the Participant, and the amount of the matching contribution by the Company, on behalf of a Participant, will be taxable to that Participant, as additional compensation and at ordinary federal and state income tax rates, and deductible, when paid, by the Company. 76 Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength The tax treatment to a Participant, based on the Participant’s disposition of the shares of common stock held in his or her account with the Designated Broker, or otherwise after distribution by the Designated Broker to the Participant, will depend upon the character of the shares in the hands of the Participant, the Participant’s tax basis in the shares, the length of time the shares have been held by the Participant, and other factors that may affect the amount or character of any taxable gain or the ordinary income or capital gains treatment of any such gain or loss. Steel Dynamics makes no representation to any employee or Participant with respect to the tax treatment that will be accorded to the employee or Participant of the Participant’s or the Company’s contributions for or on behalf of Participant under the 2024 Plan, or with respect to the tax treatment upon disposition of the shares purchased and held in connection with the 2024 Plan. Each employee or Participant should consult with his or her tax adviser with regard to the tax treatment to be accorded to the employee or Participant as a result of participating in the 2024 Plan. The Plan does meet the coverage and participation requirements prescribed by Sections 423(b)(3) and 423(b)(5) of the Internal Revenue Code of 1986, as amended, and, therefore, constitutes a “Stock Purchase Plan” within the meaning of Rule 16b-3(b)(5) promulgated by the SEC under the Exchange Act. A Participant may withdraw from the 2024 Plan by submitting a notice of cancellation of his or her payroll deduction authorization, under rules prescribed by the Compensation Committee, and, on or after the effective date of withdrawal, no further payroll deductions and no further matching contributions shall be made by or for the Participant. Upon a Participant’s termination of service, the Participant will be deemed to have withdrawn from the 2024 Plan. The costs of administering the 2024 Plan shall be paid by Steel Dynamics or allocated to and paid by the Participating Affiliates. Brokerage expenses incurred in the purchase, but not the sale, of shares of common stock shall be paid for by the Company or allocated to and paid by a Participating Affiliate. Non-Employee Directors are not eligible to participate and Executive Officers are not allowed to participate in the 2024 Plan. The table below shows, as to the listed individuals and specified groups, the number of shares of common stock purchased under the Expiring Plan in 2023, which if the 2024 Plan had been in effect, would be representative of purchases under the 2024 Plan:
Compensation Actually Paid ($ in millions) to Net Income ($ in billions)
| | Number of shares purchased pursuant to Expiring Plan in 2023 | | | Name and Position | Dollar Value | Number of Units | | Mark Millett – Chairman and Chief Executive Officer | $― | ― | | Theresa E. Wagler – Executive Vice President, Chief Financial Officer and Corporate Secretary | ― | ― | | Barry T. Schneider – President and Chief Operating Officer | ― | ― | | Christopher A. Graham – Senior Vice President, Flat Roll Steel Group | ― | ― | | Glenn A. Pushis – Senior Vice President, Special Projects | ― | ― | | Executive Group | ― | ― | | Non-Employee Directors | ― | ― | | Non-Executive Officer Employees | 12,050,550 | 10,393 | | Total | $12,050,550 | 10,393 |
Compensation Actually Paid ($ in millions) to Net Income ($ in billions)
A copy of the Steel Dynamics, Inc. 2024 Employee Stock Purchase Plan is attached hereto as Annex A. The Board recommends a vote FOR approval of the Steel Dynamics, Inc. 2024 Employee Stock Purchase Plan.