DEF 14A of Nucor Corp, Mar 22, 2019

DEF 14A of Nucor Corp

Filed Mar 22, 2019 · FY20180001193125-19-082856

Open on EDGAR

  1. Director Nominees (page 6)

    Director Nominees (page 6)

  2. Director Nominees (page 6)

    | Name | Age | Director Since | Professional Background | Independent | | Lloyd J. Austin III | 65 | 2017 | Retired four-star general, U.S. Army | Yes | | Patrick J. Dempsey | 54 | 2016 | President and CEO, Barnes Group Inc. | Yes | | John J. Ferriola | 66 | 2011 | Chairman, CEO and President, Nucor Corporation | No | | Victoria F. Haynes, Ph.D. | 71 | 1999 | Retired President and CEO, RTI International | Yes | | Christopher J. Kearney | 63 | 2008 | Retired Chairman, President and CEO, SPX FLOW, Inc. | Yes | | Laurette T. Koellner | 64 | 2015 | Retired President, Boeing International | Yes | | John H. Walker | 61 | 2008 | Non-Executive Chairman, Global Brass and Copper Holdings, Inc. | Yes |

  3. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board of Directors currently consists of seven members and has no vacancies. On the recommendation of the Governance and Nominating Committee, the Board of Directors has nominated the seven persons named below for election as directors at the Annual Meeting. If elected, each nominee will serve until his or her term expires at the 2020 annual meeting of stockholders or until his or her successor is duly elected and qualified. All of the nominees are currently serving as directors and were elected to the Board at the 2018 annual meeting of stockholders. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. Although the Company knows of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for election, the proxy holders intend to vote your shares for any substitute nominee proposed by the Board. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the seven nominees named in this Proxy Statement. Majority Voting in Uncontested Director Elections. We have a majority vote standard in uncontested director elections in order to address “holdover” terms for any incumbent directors. Under our Corporate Governance Principles, in an uncontested election, any nominee for director who is an incumbent director and receives a greater number of votes “withheld” from his or her election than votes “for” his or her election must promptly tender his or her resignation to Nucor’s Corporate Secretary following certification of the stockholder vote for consideration by the Board. In such event, within 120 days following certification of the stockholder vote, the Board will decide, after taking into account the recommendation of the Governance and Nominating Committee (in each case excluding the nominee(s) in question), whether to accept the resignation. The Governance and Nominating Committee and the Board may each consider all factors it deems relevant in deciding whether to accept a director’s resignation. Nucor will promptly disclose the Board’s decision and the reasons therefor in a Form 8-K filing with the Securities and Exchange Commission (the “SEC”). The resignation policy set forth in the Company’s Corporate Governance Principles does not apply to contested elections. Vote Recommendation The Board of Directors recommends a vote FOR the election of each of the seven nominees listed below. Unless otherwise specified, proxies will be voted FOR each nominee. INFORMATION CONCERNING EXPERIENCE, QUALIFICATIONS,

  4. ATTRIBUTES AND SKILLS OF THE NOMINEES

    ATTRIBUTES AND SKILLS OF THE NOMINEES

  5. ATTRIBUTES AND SKILLS OF THE NOMINEES

    | LLOYD J. AUSTIN III Director Since: 2017 Age: 65 | General Austin is a retired four-star general who served for 41 years in the U.S. Army. From March 2013 through March 2016, General Austin served as the commander of U.S. Central Command responsible for military strategy and joint operations throughout the 20-country Central Region that includes Iraq, Syria, Iran, Afghanistan, Pakistan, Yemen, Egypt and Saudi Arabia. Prior to that, he served as the 33(rd) Vice Chief of Staff of the U.S. Army from January 2012 to March 2013 and as the Combined Forces Commander in Iraq from September 2010 through the completion of Operation New Dawn in December 2011. He is the recipient of numerous U.S. military awards, including the Silver Star, five Defense Distinguished Service Medals and the Legion of Merit. General Austin currently serves as a director of Tenet Healthcare Corporation and United Technologies Corporation, and is on the Board of Trustees of Guest Services, Inc. (non-public). General Austin brings to the Board a unique and valuable perspective from his years of proven leadership and management in the U.S. Army, including service at the most senior levels in the U.S. Armed Forces. | | PATRICK J. DEMPSEY Director Since: 2016 Age: 54 | Mr. Dempsey has served as the President and Chief Executive Officer of Barnes Group Inc., a global provider of highly engineered products, differentiated industrial technologies, and innovative solutions, serving a wide range of end markets and customers, since March 2013. Prior to this appointment, since February 2012, Mr. Dempsey served as Barnes Group’s Senior Vice President and Chief Operating Officer. Mr. Dempsey joined Barnes Group in October 2000 and has held a series of roles, including President, Windsor Airmotive; Vice President, Barnes Group; President, Barnes Aerospace; President, Barnes Distribution; and President, Logistics and Manufacturing Services. Prior to joining Barnes Group, Mr. Dempsey held leadership positions at United Technologies Corporation’s Pratt and Whitney Division and the Interturbine Group of Companies. Mr. Dempsey currently serves as a director of Barnes Group and also serves on the Board of Trustees of the Manufacturers Alliance for Productivity and Innovation. Mr. Dempsey brings to the Board extensive experience in the areas of business management, technology leadership, corporate strategy and development, and international business. | | JOHN J. FERRIOLA Director Since: 2011 Age: 66 | Mr. Ferriola has served as Chairman of Nucor since January 2014 and Chief Executive Officer and President of Nucor since January 2013. Previously, Mr. Ferriola served as President and Chief Operating Officer of Nucor from January 2011 to December 2012. Prior to that, Mr. Ferriola served as Chief Operating Officer of Steelmaking Operations of Nucor from 2007 to 2010, Executive Vice President from 2002 to 2007 and Vice President from 1996 to 2001. He currently serves as Vice Chairman of the American Iron and Steel Institute and is on the Executive Committee of the World Steel Association and the National Association of Manufacturers. Mr. Ferriola has been active in the Association for Iron and Steel Technology for over 30 years and has served on its board of directors. He has also served on the board of directors and as Chairman of the Steel Manufacturers Association. With a degree in electrical engineering, Mr. Ferriola worked in various operating and management roles in the steel industry before joining Nucor. His 45 years of industry experience, including 28 years at Nucor, gives him a comprehensive knowledge of the Company and the steel industry. |

  6. ATTRIBUTES AND SKILLS OF THE NOMINEES

    INFORMATION CONCERNING EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS OF THE NOMINEES

  7. ATTRIBUTES AND SKILLS OF THE NOMINEES

    | VICTORIA F. HAYNES, PH.D. Director Since: 1999 Age: 71 | Dr. Haynes served as President and Chief Executive Officer of RTI International, an independent, non-profit corporation that performs scientific research and services and develops advanced technology, from 1999 until her retirement in 2012. Prior to joining RTI, she was Vice President of the Advanced Technology Group and Chief Technical Officer of Goodrich Corporation, a specialty chemicals and aerospace company, from 1992 to 1999. Dr. Haynes currently serves on the boards of directors of PPG Industries, Inc. and Royal DSM N.V. Dr. Haynes served as a director of Axiall Corporation from 2013 through 2016. Dr. Haynes brings more than 40 years of experience in technology leadership, management and new business development to the Board. | | CHRISTOPHER J. KEARNEY Director Since: 2008 Age: 63 | Mr. Kearney founded Eagle Marsh Holdings, LLC, a business and real estate investment firm, in 2016 and has served as its managing partner since its formation. Mr. Kearney previously served as Non-Executive Chairman of the board of directors of SPX FLOW, Inc., a global supplier of highly engineered flow components, process equipment and turn-key solutions into the power and energy, food and beverage and industrial end markets, from January 2016 until May 2017 and as Chairman, President and Chief Executive Officer from October 2015 through December 2015. Prior to the spinoff of SPX FLOW from SPX Corporation, a global multi-industry manufacturer, Mr. Kearney served as Chairman of SPX Corporation from 2007 through September 2015, and as President and Chief Executive Officer of SPX from 2004 through September 2015. He joined SPX Corporation in 1997 as Vice President, Secretary and General Counsel. Mr. Kearney currently serves as a director of United Technologies Corporation. He served as a director of SPX Corporation from 2007 through 2016 and of Polypore International, Inc. from 2012 through 2015. In addition to his strong leadership skills developed as the CEO of a global manufacturing company, Mr. Kearney brings valuable business and mergers and acquisitions experience as well as corporate legal experience to the Board. | | LAURETTE T. KOELLNER Director Since: 2015 Age: 64 | Ms. Koellner most recently served as Executive Chairman of International Lease Finance Corporation, an aircraft leasing subsidiary of American International Group, Inc. (“AIG”), from 2012 until its sale in 2014. Ms. Koellner is the former President of Boeing International, a division of The Boeing Company, an aerospace manufacturer, serving from 2006 to 2008. Prior to that, Ms. Koellner served as President of Connexion by Boeing from 2004 to 2006. She also served as Executive Vice President, Chief Administration and Human Resources Officer of Boeing from 2002 to 2004 and was a member of the Office of the Chairman from 2002 to 2003. She served as President of Shared Services Group of Boeing from 2001 to 2002. She served as Vice President and Corporate Controller of Boeing from 1999 to 2001. Prior to her time with Boeing, Ms. Koellner spent 19 years at McDonnell Douglas Corporation, where her roles included Vice President and Corporate General Auditor as well as Division Director of Human Resources. Ms. Koellner currently serves on the boards of directors of Celestica Inc., The Goodyear Tire & Rubber Company and Papa John’s International, Inc. She served as a director of Hillshire Brands, Inc. from 2003 through 2014 and of AIG from 2009 through 2012. Ms. Koellner brings extensive international and financial expertise to the Board as well as experience in corporate governance and risk management. |

  8. ATTRIBUTES AND SKILLS OF THE NOMINEES

    INFORMATION CONCERNING EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS OF THE NOMINEES

  9. ATTRIBUTES AND SKILLS OF THE NOMINEES

    | JOHN H. WALKER Director Since: 2008 Age: 61 | Mr. Walker has served as Lead Director of Nucor since February 2017. He has served as Non-Executive Chairman of Global Brass and Copper Holdings, Inc., a manufacturer and distributor of copper and copper-alloy sheet, strip, plate, foil, rod and fabricated components, since March 2014. Mr. Walker previously served as Executive Chairman of Global Brass and Copper from November 2013 to March 2014 and as Chief Executive Officer from 2007 to March 2014. Prior to joining Global Brass and Copper, Mr. Walker was President and Chief Executive Officer of The Boler Company, the parent company of Hendrickson International, a suspension manufacturer for heavy duty trucks and trailers, from 2003 to 2006. From 2001 to 2003, he served as Chief Executive Officer of Weirton Steel Corporation, a producer of flat rolled carbon steel, and from 2000 to 2001 as President and Chief Operating Officer. From 1997 to 2000, Mr. Walker was President of flat rolled products for Kaiser Aluminum Corporation, a producer of fabricated aluminum products. Mr. Walker was a director of United Continental Holdings, Inc. from 2002 through 2016. In serving as Chief Executive Officer for three different companies, Mr. Walker has developed strong executive leadership and strategic management skills. Mr. Walker also brings to the Board more than 35 years of experience in metal-related manufacturing and fabricating industries. |

  10. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation and Executive Development Committee established the following director compensation amounts, which became effective in May 2017 and remained the same in 2018.

  11. DIRECTOR COMPENSATION

    | Board/Committee Position | 2018 Annual Fee ($) | | Lead Director | 157,000 | | Board Member (non-employee directors) | 125,000 | | Audit Committee Chairman | 25,000 | | Compensation and Executive Development Committee Chairman | 20,000 | | Governance and Nominating Committee Chairman | 15,000 |

  12. DIRECTOR COMPENSATION

    Non-employee directors are granted each June 1 shares of Company common stock under the Company’s 2014 Omnibus Incentive Compensation Plan (the “2014 Plan”). Directors may elect to receive their shares in the form of deferred stock units. Effective June 1, 2014 and unchanged since then, the number of shares of Company common stock awarded was equal to the quotient of $140,000 divided by the closing price of a share of Nucor common stock on the grant date (rounded down to the next whole share). All directors elected to receive their grant in the form of deferred stock units in 2018. The deferred stock units are fully vested on the grant date, but are payable in the form of shares of Nucor common stock only after the termination of the director’s service on the Board. The table below summarizes the compensation of each non-employee director who served on the Board in 2018 for his or her Board and committee services during 2018. Directors who are also employees of Nucor (currently Mr. Ferriola) do not receive compensation (other than their compensation as employees of Nucor) for their service on the Board.

  13. DIRECTOR COMPENSATION

    | Name | Cash Fees ($) | Stock Awards ($) (1) | Total ($) | | (a) | (b) | (c) | (h) | | Lloyd J. Austin III | 125,000 | 139,957(2) | 264,957 | | Patrick J. Dempsey | 125,000 | 139,957(2) | 264,957 | | Gregory J. Hayes | 53,984 | —(3) | 53,984 | | Victoria F. Haynes | 132,198 | 139,957(2) | 272,155 | | Christopher J. Kearney | 137,802 | 139,957(2) | 277,759 | | Laurette T. Koellner | 141,003 | 139,957(2) | 280,960 | | John H. Walker | 172,000 | 139,957(2) | 311,957 |

  14. DIRECTOR COMPENSATION

    | The amounts shown represent the grant date fair value of annual equity awards. Our policy and assumptions made in the valuation of share-based payments are contained in notes 2 and 16 of Item 15 of our Annual Report on Form 10-K for the year ended December 31, 2018.(1) |

  15. DIRECTOR COMPENSATION

    | The number of deferred stock units granted and fully vested on June 1, 2018 based on the closing price of Nucor common stock on that day of $65.80 was 2,127 units.(2) |

  16. DIRECTOR COMPENSATION

    | Mr. Hayes retired as a director effective May 10, 2018 and therefore did not receive a stock award in 2018.(3) |

  17. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below summarizes the total number of vested deferred stock units granted to the non-employee directors under the 2014 Plan, the 2010 Stock Option and Award Plan (the “2010 Plan”) and the 2005 Stock Option and Award Plan (the “2005 Plan”) that were outstanding as of December 31, 2018.

  18. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  19. Outstanding Equity Awards at Fiscal Year-End

    | Name | Number of Vested Stock Units (#) (1) | Market Value of Stock Units ($) (2) | | Lloyd J. Austin III | 2,127 | 110,200 | | Patrick J. Dempsey | 4,497 | 232,990 | | Victoria F. Haynes | 30,880 | 1,599,893 | | Christopher J. Kearney | 26,925 | 1,394,984 | | Laurette T. Koellner | 7,365 | 381,581 | | John H. Walker | 28,261 | 1,464,202 |

  20. Outstanding Equity Awards at Fiscal Year-End

    | Deferred stock units are granted June 1 each year and are fully vested on the grant date, but are payable in the form of shares of Nucor common stock only after the termination of the director’s service on the Board of Directors.(1) |

  21. Outstanding Equity Awards at Fiscal Year-End

    | Represents the value of fully vested deferred stock units using the closing price of Nucor common stock of $51.81 on December 31, 2018.(2) |

  22. Outstanding Equity Awards at Fiscal Year-End

    Director Stock Ownership Guidelines. To ensure that non-employee directors become and remain meaningfully invested in Nucor common stock, each non-employee director is required to own 7,000 shares of Nucor common stock (including deferred stock units). A non-employee director must meet the stock ownership requirement within five years of becoming a member of the Board. As of December 31, 2018, all of the non-employee directors were in compliance with the ownership requirement or in the first five years after becoming a director.

  23. Share the Pain, Share the Gain: Nucor’s Approach to Executive Compensation

    | › | The incentive plans measure performance relative to two performance comparator groups: the Steel Comparator Group and the General Industry Comparator Group. The companies included in these comparator groups are reviewed annually by the Committee. Please see “Performance Comparator Groups” on page 28 of this CD&A for more information. The incentive plans are designed to pay well when performance is high and potentially not pay any incentive if performance is poor. |

  24. Changes Effective in 2018

    Changes Effective in 2018 During 2017, the Committee, with the help of management and Pearl Meyer, its independent compensation consultant, reviewed executive compensation levels, incentive plan metrics, sensitivity to performance (including relative pay at various levels of potential performance) and performance comparator groups. The purpose of this exercise was to ensure Nucor’s executive compensation plans continue to be aligned with the Company’s compensation philosophy. The review provided the Committee insight into how Nucor’s incentive plans have performed relative to the Steel and General Industry Comparator Groups and the compensation benchmark companies. In general:

  25. Changes Effective in 2018

    | • | Nucor’s incentive plan metrics and comparator groups support Nucor’s compensation philosophy and five drivers to profitable growth. |

  26. Changes Effective in 2018

    | • | Nucor’s annual performance has generally been higher than steel peers but Nucor’s annual payouts as a percent of target have been below steel peers. |

  27. Changes Effective in 2018

    | • | As Nucor has grown, the long-term incentive plan (which pays for performance relative to steel and general industry comparators) has become a smaller percent of total compensation. |

  28. Changes Effective in 2018

    | • | Changes to the senior officers’ Annual Incentive Plan (the “AIP”) to provide a higher potential payout to the CEO as a percentage of salary than the other Executive Officers. Previously, all the Executive Officers had the same opportunity as a percentage of salary. |

  29. Changes Effective in 2018

    | • | Increases to the senior officers’ Long-Term Incentive Plan (the “LTIP”) opportunity as a percentage of salary for all Executive Officers. In addition, the CEO’s opportunity is now greater than that of the other Executive Officers. |

  30. Changes Effective in 2018

    | • | Changes to the performance RSU award schedule to provide larger awards at the highest levels of performance. Awards at lower levels of performance are unchanged. |

  31. Changes Effective in 2018

    | • | Decreases to the size of stock option grants for all Executive Officers. |

  32. 2018 Compensation Overview

    | • | Annual incentives: Our Executive Officers earned an annual incentive under the AIP reflecting Nucor’s ROE and ROAIC performance as compared to the Steel Comparator Group. Performance in 2018 was materially better than 2017. |

  33. 2018 Compensation Overview

    | • | Long-term incentives: The LTIP rewarded Executive Officers for Nucor’s strong performance during the three-year performance period ended December 31, 2018 relative to the Steel Comparator Group (ranked second out of six) but resulted in a modest payout for the three-year performance period ended December 31, 2018 relative to the General Industry Comparator Group (ranked sixth out of 11). Please see “Performance Comparator Groups” on page 28 of this CD&A for descriptions of the performance comparator groups. In 2018, performance RSUs were granted based on Nucor’s ROE performance for the preceding year. In addition, time-vesting RSUs and stock options were granted in 2018. |

  34. Best-Practice Compensation Governance Features

    | What We Do | | What We Don’t Do | | ✓ | Place a heavy emphasis on variable compensationx | Provide “single trigger” change in control severance benefits | | ✓ | Require significant stock ownership and holding requirementsx | Offer significant perquisites | | ✓ | Subject incentive compensation to a clawback policyx | Pay excise tax gross ups | | ✓ | Conduct annual compensation risk assessmentsx | Permit hedging or short selling of Company stock | | ✓ | Use an independent compensation consultantx | Change plan designs very often |

  35. Our Compensation Philosophy

    | Compensation Element | Form | Description | | Base Salary | Cash (Fixed) | Provides a guaranteed rate of pay commensurate with an Executive Officer’s job scope, level of responsibilities, experience and tenure, but generally set below the market median of similar positions at industrial and materials companies. | | Annual Incentives | Cash (Variable) | Provides Executive Officers an opportunity to receive annual cash incentive awards based on Nucor’s annual ROE and ROAIC. | | Long-Term Incentives | Equity (mix of Fixed and Variable) and Cash (Variable) | Rewards performance over multi-year periods and growth in long-term stockholder value. |

  36. Our Compensation Philosophy

    These compensation elements provide a balanced mix of guaranteed compensation and variable, at-risk compensation with an emphasis on annual and long-term incentives. The Committee annually considers adjustment to base salaries (which impact incentive plan opportunities) and periodically reviews the level of annual and long-term incentives to ensure that the mix of base salary and annual and long-term incentives, and the target incentive opportunities, are appropriate to accomplish the goal of paying near the market median total compensation for industrial and materials companies of similar size over a multi-year business cycle.

  37. The Role of Compensation Peer Companies and Performance Comparator Groups

    The Role of Compensation Peer Companies and Performance Comparator Groups Compensation Peer Companies. Nucor periodically benchmarks Executive Officer compensation to ensure that the compensation opportunities are reasonable. Nucor does not set compensation according to benchmark data. The Committee’s only formal relationship with benchmark data is generally to set base salaries below the market median. For purposes of setting 2018 base salary levels for Executive Officers, in 2017 the Committee asked Pearl Meyer to benchmark Nucor’s compensation against the 26 companies listed in the table below. In addition to benchmarking Executive Officer compensation at target and actual levels of pay, the Committee completed an exercise to understand how the compensation of Executive Officers compared to compensation of the peer group at various levels of performance (below threshold, threshold, target and maximum). Nucor’s compensation philosophy is to pay below market when performance is below peers and to pay above market when performance is outstanding. The intent is to provide market levels of compensation over the business cycle.

  38. The Role of Compensation Peer Companies and Performance Comparator Groups

    | 3M Company | Freeport-McMoRan Inc. | Northrop Grumman Corporation | | Air Products and Chemicals, Inc. | General Dynamics Corporation | PACCAR Inc. | | Arconic Inc. (f/k/a Alcoa Inc.) | Honeywell International Inc. | Parker-Hannifin Corporation | | Caterpillar Inc. | Huntsman Corporation | PPG Industries, Inc. | | Cummins Inc. | Illinois Tool Works Inc. | Praxair, Inc. | | Danaher Corporation | Ingersoll-Rand plc | Raytheon Company | | Deere & Company | International Paper Company | Textron Inc. | | Eaton Corporation | L3 Technologies, Inc. | United States Steel Corporation | | Emerson Electric Co. | Monsanto Company* | |

  39. The Role of Compensation Peer Companies and Performance Comparator Groups

    | Since the 2017 benchmarking, Monsanto has been acquired and removed from the peer group.* |

  40. The Role of Compensation Peer Companies and Performance Comparator Groups

    Some of the above 26 companies are included in the Steel Comparator Group or the General Industry Comparator Group used in the incentive plans as described below. However, these 26 companies were chosen based on size and industry, while the companies used in the incentive plans are all steel companies in the case of the Steel Comparator Group or met the criteria discussed below in the case of the General Industry Comparator Group. The Committee does not benchmark compensation levels and practices against the companies in the Steel Comparator Group because many of them are substantially smaller than Nucor. The Committee does not benchmark compensation to the General Industry Comparator Group because compensation data from these companies may result in above median benchmark data due to their higher than median performance. Performance Comparator Groups. The Committee believes that performance should be measured both in absolute terms (meaning based on achieving or exceeding performance measures established by the Committee) and relative to other companies. Two performance comparator groups are used to measure relative performance: the Steel Comparator Group and the General Industry Comparator Group. These comparator groups are used in the AIP and the LTIP – they are not used for purposes of benchmarking compensation. The Committee reviews the performance comparator groups annually. Companies may be added or dropped from the performance comparator groups based on product mix (in the case of the Steel Comparator Group) or business changes, performance or product mix (in the case of the General Industry Comparator Group). The Committee designates the members of each performance comparator group at the beginning of each performance period. Since some of the performance periods are as long as three years, it is possible that the performance comparator group used for one performance period may differ from the group used in a different performance period. The performance comparator groups for performance periods that began in 2018 are comprised of the following companies:

  41. The Role of Compensation Peer Companies and Performance Comparator Groups

    | Comparator Group | Criteria | Who They Are | | | Steel | › Must be a group of not less than five steel industry competitors; and › Competitors defined as companies with product offerings similar to Nucor’s. | • AK Steel Holding Corporation • Commercial Metals Company • Steel Dynamics, Inc. • TimkenSteel Corporation • United States Steel Corporation | | | General Industry | › Must be a group of not less than 10 companies in capital-intensive industries; and › Are well-respected, capital-intensive companies that have performed well over a long period of time. | • 3M Company • Caterpillar Inc. • Cummins Inc. • Emerson Electric Co. • General Dynamics Corporation | • Illinois Tool Works Inc. • Johnson Controls International plc • Parker-Hannifin Corporation • PPG Industries, Inc. • United Technologies Corporation |

  42. Determination of 2018 Compensation

    Determination of 2018 Compensation In making its determinations with respect to executive compensation for 2018, the Committee was supported by A. Rae Eagle, Nucor’s General Manager and Corporate Secretary, and Donovan E. Marks, Nucor’s General Manager of Human Resources. In addition, the Committee engaged the services of Pearl Meyer to serve as its independent compensation consultant and, in such capacity, to assist the Committee’s review and determination of the compensation of the Executive Officers. Pearl Meyer also was retained to assist the Committee with additional projects, including benchmarking Executive Officer compensation, benchmarking executive and non-employee director compensation, reviewing and developing alternatives for the performance comparator groups, reviewing the incentive plans, monitoring trends in executive and non-employee director compensation, preparing tally sheets and assisting in the preparation of this CD&A. The Committee retained Pearl Meyer directly although, in carrying out its assignments, Pearl Meyer also interacted with Nucor management when necessary and appropriate. Specifically, the General Manager and Corporate Secretary and the General Manager of Human Resources interacted with Pearl Meyer to provide compensation and performance data for Executive Officers and Nucor. In addition, Pearl Meyer may, in its discretion, seek input and feedback from the Chief Executive Officer and the Chief Financial Officer regarding its work product prior to presenting such work product to the Committee to confirm the work product’s alignment with Nucor’s business strategy, determine what additional data needs to be gathered, or identify other issues, if any. The Committee frequently requested Mr. Ferriola, as Chief Executive Officer, to be present at Committee meetings where executive compensation and Company performance were discussed and evaluated. Mr. Ferriola was free to provide insight, suggestions or recommendations regarding executive compensation during these meetings or at other times; however, only independent Committee members were allowed to vote on decisions made regarding executive compensation. The Committee met separately with the Chief Executive Officer to discuss his compensation, but the Committee made decisions regarding Mr. Ferriola’s compensation in executive session, based solely upon the Committee’s deliberations. The Committee’s decisions regarding the compensation of Executive Officers (other than the CEO) were made after considering recommendations from the Chief Executive Officer.

  43. Annual Incentives

    Annual Incentives The AIP provides Executive Officers an opportunity to receive annual cash incentive awards based on Nucor’s annual performance. The incentive opportunity is expressed as a percentage of base salary. During our review of Nucor’s compensation plans, we found that minor changes to the AIP were needed to meet our stated philosophy of paying below peers when performance is poor and paying above the median when performance is high. We made the following changes to the AIP, differentiating potential AIP opportunities between the CEO and the other Executive Officers:

  44. Annual Incentives

    | • | The CEO’s maximum opportunity was increased to 400% from 300% of base salary, while the target opportunity remained at 150% of base salary. |

  45. Annual Incentives

    | • | Target opportunity for Executive Officers (other than the CEO) was reduced from 150% of base salary to 137.5% of base salary. |

  46. Annual Incentives

    Seventy-five percent (75%) of the maximum award available under the AIP is earned based on Nucor’s ROE and 25% of the maximum award available under the AIP is earned based on Nucor’s annual ROAIC compared to the annual ROAIC of members of the Steel Comparator Group (identified on page 28). The allocation of the AIP award between the two performance measures is as follows:

  47. Annual Incentives

    | | | Maximum AIP Performance Award (% of Base Salary) | | | Performance Measure | % of Maximum AIP Performance Award | CEO | Other Executive Officers | | ROE | 75% | 300% | 225% | | Annual ROAIC — Steel Comparator Group | 25% | 100% | 75% | | Total Maximum AIP Performance Award | | 400% | 300% |

  48. Annual Incentives

    For 2018, the Committee set the threshold, target and maximum ROE levels as follows:

  49. Annual Incentives

    | | | Performance Award (% of Base Salary) | | | | ROE | CEO | Other Executive Officers | | Threshold | 3% | 20% | 20% | | Target | 8% | 100% | 100% | | Maximum | 16% | 300% | 225% |

  50. Annual Incentives

    A prorated incentive award is earned for ROE between 3% at threshold, 8% at target and 16% at maximum. The Committee also set the ROAIC portion of the AIP award for 2018 that could be earned based on Nucor’s annual ROAIC compared to the annual ROAIC of members of the Steel Comparator Group as follows:

  51. Annual Incentives

    | | | Maximum AIP Performance Award Payment (% of Base Salary) | | | Steel Comparator Group Rank (1) | Percentage of Performance Award Opportunity | CEO | Other Executive Officers | | 1 | 100% | 100% | 75% | | 2 | 80% | 80% | 60% | | 3 | 60% | 60% | 45% | | 4 | 40% | 40% | 30% | | 5 | 20% | 20% | 15% | | 6 | 0% | 0% | 0% |

  52. Annual Incentives

    | The table represents potential AIP awards for 2018 annual ROAIC performance. This portion of the incentive is intended to reward performance against other steel companies. The comparator group for future years may include more comparator companies. The potential awards are adjusted to reflect the number of comparator companies in the group.(1) |

  53. Annual Incentives

    Executive Officers may elect to defer up to one-half of their AIP award into Nucor common stock units. The AIP provides an incentive for Executive Officers to defer their AIP awards by providing a grant of additional Nucor common stock units equal to 25% of the number of common stock units deferred. An Executive Officer is always vested in the common stock units attributable to the deferred award. The deferral incentive units become vested upon the Executive Officer’s attainment of age 55, death or disability while employed by Nucor. The vested common stock units are distributed to the Executive Officer in the form of Nucor common stock following the Executive Officer’s retirement or other termination of employment. Dividend equivalents are paid on deferred common stock units (including the deferral incentive units) in cash within 30 days of when stockholders are paid. Three Executive Officers, Mr. Frias, Mr. Hall, and Mr. Darsey, elected to defer a portion of their AIP award payout in 2018. 2018 Performance Results and AIP Payout Based on Nucor’s ROE of 25.17% (which exceeded maximum) and being ranked second within the Steel Comparator Group for ROAIC for 2018, the CEO and the other Executive Officers earned total AIP awards of 380% of base salary and 285% of base salary, respectively, as follows:

  54. Annual Incentives

    | | 2018 Result | Performance Award Payment (% of Base Salary) | | | Performance Measure | | CEO | Other Executive Officers | | ROE | 25.17% | 300% | 225% | | Annual ROAIC — Steel Comparator Group | 2nd | 80% | 60% | | Total | | 380% | 285% |

  55. Annual Incentives

    These performance results for 2018 yielded the following AIP payouts:

  56. Annual Incentives

    | | 2018 Base Salary ($) | AIP Award Payout | | | | Executive Officer | | Deferred (1) ($) | Paid in Cash ($) | Total ($) | | John J. Ferriola | 1,400,000 | — | 5,320,000 | 5,320,000 | | James D. Frias | 551,000 | 471,105 | 1,099,245 | 1,570,350 | | Ladd R. Hall | 500,700 | 713,498 | 713,498 | 1,426,996 | | Raymond S. Napolitan, Jr. | 481,200 | — | 1,371,420 | 1,371,420 | | R. Joseph Stratman | 528,500 | — | 1,506,225 | 1,506,225 | | James R. Darsey (2) | 500,700 | 312,766 | 312,766 | 625,532 |

  57. Annual Incentives

    | As discussed above, Mr. Frias, Mr. Hall and Mr. Darsey elected to defer a portion of their AIP payout and received additional stock units having a value equal to 25% of their deferred amount.(1) |

  58. Annual Incentives

    | Mr. Darsey retired on June 9, 2018. His AIP payout of $1,426,995 (285% times his base salary of $500,700) was prorated through the date of his retirement. The prorated AIP payout is shown in the table above.(2) |

  59. Long-Term Incentives

    Long-Term Incentives Long-term incentives are used to balance the short-term focus of the AIP by rewarding performance over multi-year periods and growth in long-term stockholder value. Executive Officers receive long-term incentives in the following forms:

  60. Long-Term Incentives

    | • | Cash and restricted stock through the three-year performance-based awards under the LTIP; |

  61. Long-Term Incentives

    | • | RSUs that vest over time; |

  62. Long-Term Incentives

    | • | Performance RSUs that may be granted only if certain levels of ROE are achieved; and |

  63. Long-Term Incentives

    | • | Stock options. |

  64. Long-Term Incentives

    The Committee believes that one-half of the three-year LTIP awards should be earned relative to performance as compared to the Steel Comparator Group and the other half earned relative to performance as compared to the General Industry Comparator Group. The Committee believes that this plan design provides an incentive to perform better than steel industry competitors, as well as other capital-intensive companies. The Committee also believes it is appropriate to provide a level of retention through time-vesting RSUs, alignment with stockholders through stock options, and an opportunity to earn more RSUs, based on performance. The Long-Term Incentive Plan Executive Officers earn incentive compensation under the LTIP based on Nucor’s performance during the LTIP’s performance periods. The performance periods commence every January 1 and last for three years. The target award under the LTIP for each performance period is a number of shares of Nucor common stock. The target number of shares is determined by dividing 85% of each Executive Officer’s annual base salary rate as of the beginning of the performance period by the closing price of Nucor common stock on the last trading day immediately preceding the first day of the performance period. The targets for the performance period that began January 1, 2016 and ended December 31, 2018 were as follows:

  65. Long-Term Incentives

    | Executive Officer | Base Salary Rate at the Beginning of the Performance Period ($) | 85% of Base Salary ($) | Nucor Stock Price 12/31/15 ($) | Target Award Number of Shares (#) | Adjusted Target Award Number of Shares (#) | | John J. Ferriola | 1,300,000 | 1,105,000 | 40.30 | 27,419 | — | | James D. Frias | 490,350 | 416,798 | 40.30 | 10,342 | — | | Ladd R. Hall | 463,100 | 393,635 | 40.30 | 9,767 | — | | Raymond S. Napolitan, Jr. | 401,000 | 340,850 | 40.30 | 8,457 | — | | R. Joseph Stratman | 463,100 | 393,635 | 40.30 | 9,767 | — | | James R. Darsey (1) | 463,100 | 393,635 | 40.30 | 9,767 | 7,868 |

  66. Long-Term Incentives

    | Because Mr. Darsey retired on June 9, 2018, his target performance award was adjusted by multiplying the target performance award by a fraction, the numerator of which is the number of complete calendar months during the performance period that he was employed by Nucor and participating in the LTIP (29), and the denominator of which is the total number of calendar months in the performance period (36).(1) |

  67. Long-Term Incentives

    The maximum award that an Executive Officer may earn under the LTIP is equal to 200% of the target number of shares. Fifty percent (50%) of the LTIP award is based on Nucor’s ROAIC for the performance period relative to the Steel Comparator Group based on the table below. The remaining 50% of the award is based on Nucor’s ROAIC for the performance period relative to the General Industry Comparator Group based on the table below. A maximum award of 200% of target may be earned if Nucor ranks first relative to the Steel Comparator Group (which earns 100% of target) and ranks first or second relative to the General Industry Comparator Group (which earns an additional 100% of target).

  68. Long-Term Incentives

    | Steel Comparator Group (1) | | General Industry Comparator Group (1) | | | Rank | Award as a % of Target | Rank | Award as a % of Target | | 1 | 100% | 1 or 2 | 100% | | 2 | 80% | 3 or 4 | 80% | | 3 | 60% | 5 or 6 | 60% | | 4 | 40% | 7 or 8 | 40% | | 5 | 20% | 9 | 20% | | 6 | 0% | 10 or 11 | 0% |

  69. Long-Term Incentives

    | These tables represent the potential awards based on the LTIP performance period that began January 1, 2016. The comparator group for other performance periods may include more or fewer comparator companies. The potential awards are adjusted to reflect the number of comparator companies in the group.(1) |

  70. Long-Term Incentives

    One-half of each LTIP award is paid in cash and the other half is paid in restricted stock. Restricted stock vests one-third on each of the first three anniversaries of the award date, or upon the Executive Officer’s attainment of age 55, death or disability while employed by Nucor. An Executive Officer may defer delivery of the restricted stock portion of an LTIP award until the Executive Officer’s retirement or other termination of employment. Nucor does not provide an incentive for the deferral of LTIP restricted stock awards. Dividend equivalents are paid in cash on deferred restricted stock awards within 30 days of when stockholders are paid. 2018 Performance Results and LTIP Payout Nucor’s ROAIC of 35.27% for the LTIP performance period that began January 1, 2016 and ended December 31, 2018 was ranked second relative to members of the Steel Comparator Group (second out of six) and ranked sixth relative to the General Industry Comparator Group (sixth out of 11). These rankings resulted in the following performance award as a percentage of targets:

  71. Long-Term Incentives

    | Performance Measure | ROAIC | Ranking | Performance Award as a % of Target Number of Shares | | ROAIC — Steel Comparator Group | 35.27% | 2 | 80% | | ROAIC — General Industry Comparator Group | 35.27% | 6 | 60% | | Total | | | 140% |

  72. Long-Term Incentives

    The resulting payouts were as follows:

  73. Long-Term Incentives

    | Executive Officer | Target Award Number of Shares | Performance Award as a % of Target | Shares Earned | | John J. Ferriola | 27,419 | 140% | 38,387 | | James D. Frias | 10,342 | 140% | 14,479 | | Ladd R. Hall | 9,767 | 140% | 13,674 | | Raymond S. Napolitan, Jr. | 8,457 | 140% | 11,840 | | R. Joseph Stratman | 9,767 | 140% | 13,674 | | James R. Darsey | 7,868 | 140% | 11,015 |

  74. Long-Term Incentives

    Nucor paid one-half of the LTIP award in cash and the other half in the form of restricted shares of Nucor’s common stock in March 2019. LTIP Changes Effective in 2018 For performance periods that began January 1, 2018, the Committee increased the LTIP targets for the CEO from 85% of base salary to 200% of base salary and for the other Executive Officers from 85% of base salary to 170% of base salary. Restricted Stock Units The Committee believes that RSUs align Executive Officers’ interests with those of stockholders and provide significant retentive characteristics. Each June 1, a base amount of RSUs is granted to each Executive Officer. In addition, Performance RSUs are granted contingent on Nucor’s ROE for the prior year. One-third of both the base amount of RSUs and Performance RSUs become vested on each of the first three anniversaries of the June 1 award date, upon the Executive Officer’s retirement (defined below), or upon the Executive Officer’s death or disability while employed by Nucor. The threshold ROE required for a grant of performance RSUs is 3%. The maximum number of performance RSUs is granted for ROE of 20% or more. The total number of RSUs granted is determined for each Executive Officer position by dividing the dollar amount shown below (prorated for ROE between any of the levels shown below) by the closing price of Nucor’s common stock on the annual June 1 grant date. The size of base grants is determined based on the Executive Officer’s position on the grant date. The size of performance RSU grants is determined based on the Executive Officer’s position as of May 31 of the performance year (2017 in the present case). The following schedule was effective for grants on June 1, 2018:

  75. Long-Term Incentives

    | | Base RSUs Market Value ($) | Performance RSUs Market Value (Based on Prior Fiscal Year ROE) | | | | | | Position | | 3% ROE ($) | 10% ROE ($) | 12.5% ROE ($) | 15% ROE ($) | 20% ROE ($) | | Chairman, Chief Executive Officer and President | 1,000,000 | 750,000 | 1,100,000 | 2,500,000 | 3,000,000 | 4,600,000 | | Chief Financial Officer | 300,000 | 450,000 | 625,000 | 750,000 | 1,530,000 | 2,500,000 | | Chief Digital Officer | 300,000 | 387,500 | 537,500 | 645,000 | 1,315,000 | 2,500,000 | | Executive Vice Presidents | 300,000 | 325,000 | 450,000 | 540,000 | 1,100,000 | 2,500,000 |

  76. Long-Term Incentives

    Retirement for purposes of the RSUs is defined as Committee-approved retirement upon termination of employment and completion of the following age and service requirements:

  77. Long-Term Incentives

    | Age | 65 | 64 | 63 | 62 | 61 | 60 | 59 | 58 | 57 | 56 | 55 | | Years of Service | -0- | 2 | 4 | 6 | 8 | 10 | 12 | 14 | 16 | 18 | 20 |

  78. Long-Term Incentives

    2018 Performance Results and RSU Awards On June 1, 2018, as a result of 2017 ROE of 15.9%, Executive Officers received base and performance RSUs with the following values:

  79. Long-Term Incentives

    | | Grant Date Value | | | | Executive Officer | Base RSUs ($) | Performance RSUs ($) | Total (1) ($) | | John J. Ferriola | 999,963 | 3,288,026 | 4,287,989 | | James D. Frias | 299,982 | 1,704,615 | 2,004,597 | | Ladd R. Hall | 299,982 | 1,351,993 | 1,651,975 | | Raymond S. Napolitan, Jr. | 299,982 | 1,351,993 | 1,651,975 | | R. Joseph Stratman | 299,982 | 1,528,271 | 1,828,253 | | James R. Darsey | 299,982 | 1,351,993 | 1,651,975 |

  80. Long-Term Incentives

    | The actual number of RSUs granted is rounded down to the nearest full unit.(1) |

  81. Long-Term Incentives

    Stock Options As a result of the Committee’s review of executive compensation plans in 2017 and early 2018, the Committee reduced the annual grant date value of stock options. On June 1, the Committee granted stock options to each Executive Officer in the amounts shown in the table below with the following grant values:

  82. Long-Term Incentives

    | | Grant Date Value of Options Granted (1) ($) | | | Position | June 1, 2018 | June 1, 2017 | | Chairman, Chief Executive Officer and President | 1,750,000 | 4,000,000 | | Chief Financial Officer and Chief Digital Officer | 250,000 | 600,000 | | Executive Vice President retiring in June 2018 | 500,000 | n/a | | Other Executive Vice Presidents | 250,000 | 600,000 |

  83. Long-Term Incentives

    | The actual number of stock options granted is rounded down to the nearest full option.(1) |

  84. Long-Term Incentives

    The stock options vest on the third anniversary of the grant date or upon the Executive Officer’s death, disability or retirement (same as RSUs above) and have a 10-year term.

  85. Summary Compensation Table

    Summary Compensation Table The table below describes the total compensation of our Executive Officers in 2018.

  86. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (i) | (j) | | John J. Ferriola | 2018 | 1,400,000 | — | 7,087,989 | 1,750,000 | 5,320,000 | 1,480 | 15,559,469 | | Chairman, Chief Executive Officer and President | 2017 | 1,365,000 | — | 3,324,220 | 4,000,000 | 3,400,352 | 900 | 12,090,472 | | | 2016 | 1,300,000 | — | 2,939,929 | 4,000,000 | 2,386,670 | 900 | 10,627,499 | | James D. Frias | 2018 | 551,000 | — | 3,530,178 | 250,000 | 1,099,245 | 1,480 | 5,431,903 | | Chief Financial Officer, Treasurer and Executive Vice President | 2017 | 519,600 | — | 1,871,994 | 600,000 | 906,063 | 900 | 3,898,557 | | | 2016 | 490,350 | — | 1,546,849 | 600,000 | 630,163 | 900 | 3,268,262 | | Ladd R. Hall | 2018 | 500,700 | — | 3,395,037 | 250,000 | 713,498 | 1,480 | 4,860,715 | | Executive Vice President | 2017 | 472,350 | — | 1,901,224 | 600,000 | 588,336 | 900 | 3,562,810 | | | 2016 | 463,100 | — | 1,580,299 | 600,000 | 425,103 | 900 | 3,069,402 | | Raymond S. Napolitan, Jr. | 2018 | 481,200 | — | 2,470,015 | 250,000 | 1,371,420 | 1,480 | 4,574,115 | | Executive Vice President | | | | | | | | | | R. Joseph Stratman | 2018 | 528,500 | — | 2,726,703 | 250,000 | 1,506,225 | 1,480 | 5,012,908 | | Chief Digital Officer and Executive Vice President | 2017 | 498,600 | — | 1,964,406 | 600,000 | 621,031 | 900 | 3,684,937 | | | 2016 | 473,914 | — | 1,048,921 | 600,000 | 870,058 | 900 | 2,993,793 | | James R. Darsey | 2018 | 219,485 | — | 2,894,123(3) | 500,000 | 312,766 | 2,481,726 | 6,408,100 | | Former Executive Vice President | 2017 | 472,350 | — | 1,165,804(3) | 600,000 | 1,176,671 | 900 | 3,415,725 | | | 2016 | 463,100 | — | 1,048,921(3) | 600,000 | 850,205 | 900 | 2,963,126 |

  87. Summary Compensation Table

    | The amounts shown represent the grant date fair value of the shares or stock options awarded. The stock awards for 2018 include the following grant date values of the performance-based awards that may be earned under the LTIP for target-level performance during the 2018–2020 performance period: Mr. Ferriola, $2,800,000; Mr. Frias, $936,700; Mr. Hall, $851,190; Mr. Napolitan, $818,040; Mr. Stratman, $898,450; and Mr. Darsey, $851,190. The grant date values of the performance-based awards assuming performance at the maximum level over the three-year performance period would have been: Mr. Ferriola, $5,600,000; Mr. Frias, $1,873,400; Mr. Hall, $1,702,380; Mr. Napolitan, $1,636,080; Mr. Stratman, $1,796,900; and Mr. Darsey, $1,702,380. Our policy and assumptions made in the valuation of share-based payments are contained in notes 2 and 16 of Item 15 of our Annual Report on Form 10-K for the year ended December 31, 2018.(1) |

  88. Summary Compensation Table

    | For Executive Officers other than Mr. Darsey, the amounts shown represent matching contributions to the Nucor 401(k) retirement savings plan. For Mr. Darsey, who retired on June 9, 2018, the amount shown in 2018 includes $1,480 of matching contributions to the Nucor 401(k) retirement savings plan, $1,639,070 of severance benefits pursuant to Nucor’s severance plan and $841,176 earned under his non-compete and non-solicitation agreement.(2) |

  89. Summary Compensation Table

    | Because Mr. Darsey retired on June 9, 2018, his actual LTIP earned will be based on actual performance for the performance period prorated for the time employed. For the LTIPs beginning in 2018, 2017 and 2016, he will receive 5/36(ths), 17/36(ths) and 29/36(ths), respectively, of what he would have earned had he been employed for the entire three-year performance periods.(3) |

  90. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The table below presents the RSUs and stock options awarded June 1, 2018 and the potential payouts under Nucor’s AIP for 2018 and LTIP for the performance periods beginning in 2018.

  91. Grants of Plan-Based Awards Table

    | Name | Grant Date | Committee Approval Date | Award Type | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | (a) | (b) | | | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | John J. Ferriola | | | | | | | | | | | | | | | | 6/1/18 | 5/9/18 | RSP(1) | | | | | | | 65,167 | | | 4,287,989(5) | | | | | AIP(2) | 280,000 | 2,100,000 | 5,600,000 | | | | | | | | | | 1/1/18 | 12/1/17 | LTIP(3) | | | | 8,808 | 44,039 | 88,078 | | | | 2,800,000(6) | | | 6/1/18 | 5/9/18 | OPT(4) | | | | | | | | 116,124 | $65.80 | 1,750,000(7) | | James D. Frias | | | | | | | | | | | | | | | | 6/1/18 | 5/9/18 | RSP(1) | | | | | | | 30,465 | | | 2,004,597(5) | | | | | AIP(8) | 82,650 | 757,625 | 1,653,000 | | | | | | | | | | 3/10/19 | 12/1/17 | AIP(9) | | | | | | | 10,190 | | | 588,880(10) | | | 1/1/18 | 12/1/17 | LTIP(3) | | | | 2,947 | 14,732 | 29,464 | | | | 936,661(6) | | | 6/1/18 | 5/9/18 | OPT(4) | | | | | | | | 16,589 | $65.80 | 250,000(7) | | Ladd R. Hall | | | | | | | | | | | | | | | | 6/1/18 | 5/9/18 | RSP(1) | | | | | | | 25,106 | | | 1,651,975(5) | | | | | AIP(8) | 75,105 | 688,463 | 1,502,100 | | | | | | | | | | 3/10/19 | 12/1/17 | AIP(9) | | | | | | | 15,433 | | | 891,873(10) | | | 1/1/18 | 12/1/17 | LTIP(3) | | | | 2,677 | 13,387 | 26,774 | | | | 851,145(6) | | | 6/1/18 | 5/9/18 | OPT(4) | | | | | | | | 16,589 | $65.80 | 250,000(7) | | Raymond S. Napolitan, Jr. | | | | | | | | | | | | | | | | 6/1/18 | 5/9/18 | RSP(1) | | | | | | | 25,106 | | | 1,651,975(5) | | | | | AIP(8) | 72,180 | 661,650 | 1,443,600 | | | | | | | | | | 1/1/18 | 12/1/17 | LTIP(3) | | | | 2,573 | 12,866 | 25,732 | | | | 818,020(6) | | | 6/1/18 | 5/9/18 | OPT(4) | | | | | | | | 16,589 | $65.80 | 250,000(7) | | R. Joseph Stratman | | | | | | | | | | | | | | | | 6/1/18 | 5/9/18 | RSP(1) | | | | | | | 27,785 | | | 1,828,253(5) | | | | | AIP(8) | 79,275 | 726,688 | 1,585,500 | | | | | | | | | | 1/1/18 | 12/1/17 | LTIP(3) | | | | 2,826 | 14,131 | 28,262 | | | | 898,449(6) | | | 6/1/18 | 5/9/18 | OPT(4) | | | | | | | | 16,589 | $65.80 | 250,000(7) | | James R. Darsey | | | | | | | | | | | | | | | | 6/1/18 | 5/9/18 | RSP(1) | | | | | | | 25,106 | | | 1,651,975(5) | | | | | AIP(8) | 75,105 | 688,463 | 1,502,100 | | | | | | | | | | 3/10/19 | 12/1/17 | AIP(9) | | | | | | | 6,765 | | | 390,949(10) | | | 1/1/18 | 12/1/17 | LTIP(3) | | | | 2,677 | 13,387 | 26,774 | | | | 851,145(6) | | | 6/1/18 | 5/9/18 | OPT(4) | | | | | | | | 33,178 | $65.80 | 500,000(7) |

  92. Grants of Plan-Based Awards Table

    | Represents RSUs awarded June 1, 2018 under the 2014 Plan.(1) |

  93. Grants of Plan-Based Awards Table

    | Mr. Ferriola was eligible to earn a range of performance-based payments under the AIP for the Company’s performance during 2018. The threshold, target and maximum amounts shown are equal to 20%, 150% and 400%, respectively, of his base salary.(2) |

  94. Grants of Plan-Based Awards Table

    | Represents the range of performance-based awards that may be earned under the LTIP for the 2018-2020 performance period. Earned awards, if any, will be paid one-half in cash and the other half in the form of restricted shares of Nucor’s common stock in March 2021. The grant date fair value is calculated by multiplying the closing price of Nucor common stock on the grant date by the target number of shares.(3) |

  95. Grants of Plan-Based Awards Table

    | Represents stock options awarded June 1, 2018 under the 2014 Plan.(4) |

  96. Grants of Plan-Based Awards Table

    | The awards have been valued using the June 1, 2018 closing price of Nucor common stock of $65.80.(5) |

  97. Grants of Plan-Based Awards Table

    | The target awards have been valued using the December 31, 2017 closing price of Nucor common stock of $63.58.(6) |

  98. Grants of Plan-Based Awards Table

    | The awards have been valued using a Black-Scholes value of $15.07.(7) |

  99. Grants of Plan-Based Awards Table

    | Executive Officers (other than Mr. Ferriola) were eligible to earn a range of performance-based payments under the AIP for the Company’s performance during 2018. The threshold, target and maximum amounts shown are equal to 15%, 137.5% and 300%, respectively, of each Executive Officer’s base salary.(8) |

  100. Grants of Plan-Based Awards Table

    | Represents common stock units deferred under the 2018 AIP. The awards were paid in March 2019.(9) |

  101. Grants of Plan-Based Awards Table

    | The awards have been valued using the March 8, 2019 closing price of Nucor common stock of $57.79.(10) |

  102. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The table below shows the outstanding equity awards for each Executive Officer on December 31, 2018.

  103. Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | (a) | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | | John J. Ferriola | 65,061 | | 42.34 | 5/31/21 | 209,231(3) | 10,840,258 | 70,462(4) | 3,650,636 | | | 87,719 | | 35.76 | 5/31/22 | | | 23,392(5) | 1,211,940 | | | 266,134 | | 44.51 | 5/31/23 | | | | | | | 228,832 | | 50.63 | 5/31/24 | | | | | | | 341,588 | | 47.59 | 5/31/25 | | | | | | | | 438,596(2) | 48.80 | 5/31/26 | | | | | | | | 317,208(6) | 59.07 | 5/31/27 | | | | | | | | 116,124(7) | 65.80 | 5/31/28 | | | | | | James D. Frias | 39,920 | | 44.51 | 5/31/23 | 115,622(8) | 5,990,376 | 23,572(4) | 1,221,265 | | | 34,324 | | 50.63 | 5/31/24 | | | 8,904(5) | 461,316 | | | 51,238 | | 47.59 | 5/31/25 | | | | | | | | 65,789(2) | 48.80 | 5/31/26 | | | | | | | | 47,581(6) | 59.07 | 5/31/27 | | | | | | | | 16,589(7) | 65.80 | 5/31/28 | | | | | | Ladd R. Hall | 51,238 | | 47.59 | 5/31/25 | 103,900(9) | 5,383,059 | 21,420(4) | 1,109,770 | | | | 65,789(2) | 48.80 | 5/31/26 | | | 8,094(5) | 419,350 | | | | 47,581(6) | 59.07 | 5/31/27 | | | | | | | | 16,589(7) | 65.80 | 5/31/28 | | | | | | Raymond S. Napolitan, Jr. | 34,324 | | 50.63 | 5/31/24 | 71,869(10) | 3,723,533 | 20,586(4) | 1,066,561 | | | 51,238 | | 47.59 | 5/31/25 | | | 7,422(5) | 384,534 | | | | 65,789(2) | 48.80 | 5/31/26 | | | | | | | | 47,581(6) | 59.07 | 5/31/27 | | | | | | | | 16,589(7) | 65.80 | 5/31/28 | | | | | | R. Joseph Stratman | 34,324 | | 50.63 | 5/31/24 | 106,579(11) | 5,521,858 | 22,609(4) | 1,171,372 | | | 51,238 | | 47.59 | 5/31/25 | | | 8,544(5) | 442,665 | | | | 65,789(2) | 48.80 | 5/31/26 | | | | | | | | 47,581(6) | 59.07 | 5/31/27 | | | | | | | | 16,589(7) | 65.80 | 5/31/28 | | | | | | James R. Darsey | 39,920 | | 44.51 | 5/31/23 | — | — | 2,975(4) | 154,135 | | | 34,324 | | 50.63 | 5/31/24 | | | 3,822(5) | 198,018 | | | 51,238 | | 47.59 | 5/31/25 | | | | | | | 65,789 | | 48.80 | 5/31/26 | | | | | | | 47,581 | | 59.07 | 5/31/27 | | | | | | | 33,178 | | 65.80 | 5/31/28 | | | | |

  104. Outstanding Equity Awards at Fiscal Year-End Table

    | The awards have been valued using the December 31, 2018 closing price of Nucor common stock of $51.81.(1) |

  105. Outstanding Equity Awards at Fiscal Year-End Table

    | Represents stock options vesting on June 1, 2019.(2) |

  106. Outstanding Equity Awards at Fiscal Year-End Table

    | Represents RSUs vesting as follows: 34,196 units vesting on June 1, 2019; 27,365 units vesting on June 1, 2020; 21,723 units vesting on June 1, 2021; and 125,947 units vesting upon Mr. Ferriola’s retirement as defined in the CD&A with the prior approval of the Committee.(3) |

  107. Outstanding Equity Awards at Fiscal Year-End Table

    | Represents the expected number of shares that will be earned under the LTIP for the 2018-2020 performance period valued using the December 31, 2018 closing price of Nucor common stock of $51.81. The expected number of shares that will be earned has been calculated based on performance through December 31, 2018. One-half of the value of the shares that are earned will be paid in cash and the other half will be paid in the form of restricted shares of Nucor common stock after the end of the performance period.(4) |

  108. Outstanding Equity Awards at Fiscal Year-End Table

    | Represents the expected number of shares that will be earned under the LTIP for the 2017-2019 performance period valued using the December 31, 2018 closing price of Nucor common stock of $51.81. The expected number of shares that will be earned has been calculated based on performance through December 31, 2018. One-half of the value of the shares that are earned will be paid in cash and the other half will be paid in the form of restricted shares of Nucor common stock after the end of the performance period.(5) |

  109. Outstanding Equity Awards at Fiscal Year-End Table

    | Represents stock options vesting on June 1, 2020.(6) |

  110. Outstanding Equity Awards at Fiscal Year-End Table

    | Represents stock options vesting on June 1, 2021.(7) |

  111. Outstanding Equity Awards at Fiscal Year-End Table

    | Represents RSUs vesting as follows: 13,897 units vesting on June 1, 2019; 11,848 units vesting on June 1, 2020; 10,155 units vesting on June 1, 2021; and 79,722 units vesting upon Mr. Frias’ retirement as defined in the CD&A with the prior approval of the Committee.(8) |

  112. Outstanding Equity Awards at Fiscal Year-End Table

    | Represents RSUs vesting as follows: 12,110 units vesting on June 1, 2019; 10,062 units vesting on June 1, 2020; 8,369 units vesting on June 1, 2021; and 73,359 units vesting upon Mr. Hall’s retirement as defined in the CD&A with the prior approval of the Committee.(9) |

  113. Outstanding Equity Awards at Fiscal Year-End Table

    | Represents RSUs vesting as follows: 12,110 units vesting on June 1, 2019; 10,062 units vesting on June 1, 2020; 8,369 units vesting on June 1, 2021; and 41,328 units vesting upon Mr. Napolitan’s retirement as defined in the CD&A with the prior approval of the Committee.(10) |

  114. Outstanding Equity Awards at Fiscal Year-End Table

    | Represents RSUs vesting as follows: 13,003 units vesting on June 1, 2019; 10,955 units vesting on June 1, 2020; 9,262 units vesting on June 1, 2021; and 73,359 units vesting upon Mr. Stratman’s retirement as defined in the CD&A with the prior approval of the Committee.(11) |

  115. Options Exercised and Stock Vested Table

    Options Exercised and Stock Vested Table The table below presents the stock options exercised by each Executive Officer in 2018. Stock awards vested in 2018 are comprised of restricted stock granted under the LTIP for the performance period ended December 31, 2017 and RSUs issued in 2015, 2016 and 2017. Under the LTIP, awards vest over a three-year period unless the executive is age 55 or older, dies or becomes disabled. In 2018, all Executive Officers were over the age of 55 and became fully vested upon grant in the restricted shares awarded for the three-year performance period ended December 31, 2017. For Mr. Darsey, stock awards vested in 2018 also include RSUs that vested upon his retirement.

  116. Options Exercised and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | (a) | (b) | (c) | (d) | (e) | | John J. Ferriola | — | — | 31,954 | 2,094,672 | | James D. Frias | 39,037 | 1,013,876 | 10,697 | 703,584 | | Ladd R. Hall | 113,281 | 2,433,837 | 10,562 | 694,448 | | Raymond S. Napolitan, Jr. | — | — | 9,739 | 638,747 | | R. Joseph Stratman | 39,920 | 880,333 | 10,562 | 694,448 | | James R. Darsey | 39,037 | 981,168 | 111,201 | 7,421,978 |

  117. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table The table below presents information about the amounts deferred by Executive Officers under the AIP. Executive Officers may elect to defer up to one-half of their AIP award into Nucor common stock units. The AIP provides an incentive for Executive Officers to defer their AIP awards by providing a grant of additional Nucor common stock units equal to 25% of the number of common stock units deferred. An Executive Officer is always vested in the common stock units attributable to the deferred award. The deferral incentive units become vested upon the Executive Officer’s attainment of age 55, death or disability while employed by Nucor. The vested common stock units are distributed to the Executive Officer in the form of Nucor common stock following the Executive Officer’s retirement or other termination of employment. Dividend equivalents are paid on deferred incentive units in cash within 30 days of when stockholders are paid.

  118. Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) (1) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($) | | (a) | (b) | (c) | (d) | (e) | (f) | | James D. Frias | 388,312(2) | 97,078(3) | (512,783) | — | 2,143,308(4) | | Ladd R. Hall | 588,336(5) | 147,084(6) | (410,606) | — | 1,634,869(7) | | Raymond S. Napolitan, Jr. | 323,669(8) | 80,917(9) | (200,894) | — | 789,378(10) | | R. Joseph Stratman | 621,031(11) | 155,258(12) | (177,428) | — | 598,861(13) |

  119. Nonqualified Deferred Compensation Table

    | Represents the decrease in the value of the units due to the change in Nucor’s common stock price from $63.58 at December 31, 2017 and $67.16 at March 9, 2018 to $51.81 at December 31, 2018.(1) |

  120. Nonqualified Deferred Compensation Table

    | Represents the value of 5,782 common stock units deferred by Mr. Frias under the 2017 AIP valued using the closing price of Nucor common stock of $67.16 on March 9, 2018, the date the units were issued.(2) |

  121. Nonqualified Deferred Compensation Table

    | Represents the value of 1,445 additional common stock units granted to Mr. Frias as a 25% match of the units deferred under the 2017 AIP. The units have been valued using the closing price of Nucor common stock of $67.16 on March 9, 2018, the date the units were issued.(3) |

  122. Nonqualified Deferred Compensation Table

    | Represents 41,369 deferred units valued using the closing price of Nucor common stock of $51.81 on December 31, 2018. Of the amount shown, $1,620,004 was reported in the Summary Compensation Tables of Nucor proxy statements for previous years.(4) |

  123. Nonqualified Deferred Compensation Table

    | Represents the value of 8,760 common stock units deferred by Mr. Hall under the 2017 AIP valued using the closing price of Nucor common stock of $67.16 on March 9, 2018, the date the units were issued.(5) |

  124. Nonqualified Deferred Compensation Table

    | Represents the value of 2,190 additional common stock units granted to Mr. Hall as a 25% match of the units deferred under the 2017 AIP. The units have been valued using the closing price of Nucor common stock of $67.16 on March 9, 2018, the date the units were issued.(6) |

  125. Nonqualified Deferred Compensation Table

    | Represents 31,555 deferred units valued using the closing price of Nucor common stock of $51.81 on December 31, 2018. Of the amount shown, $1,811,804 was reported in the Summary Compensation Tables of Nucor proxy statements for previous years. The amount shown exceeds the amount reported in the Summary Compensation Tables by $176,935, which is equal to the net decrease in value of the deferred units since Mr. Hall began deferring under the AIP.(7) |

  126. Nonqualified Deferred Compensation Table

    | Represents the value of 4,819 common stock units deferred by Mr. Napolitan under the 2017 AIP valued using the closing price of Nucor common stock of $67.16 on March 9, 2018, the date the units were issued.(8) |

  127. Nonqualified Deferred Compensation Table

    | Represents the value of 1,205 additional common stock units granted to Mr. Napolitan as a 25% match of the units deferred under the 2017 AIP. The units have been valued using the closing price of Nucor common stock of $67.16 on March 9, 2018, the date the units were issued.(9) |

  128. Nonqualified Deferred Compensation Table

    | Represents 15,236 deferred units valued using the closing price of Nucor common stock of $51.81 on December 31, 2018. Mr. Napolitan is a named executive officer for the first time in 2018; therefore, none of the amount shown has been reported in the Summary Compensation Tables of Nucor proxy statements for previous years.(10) |

  129. Nonqualified Deferred Compensation Table

    | Represents the value of 9,247 common stock units deferred by Mr. Stratman under the 2017 AIP valued using the closing price of Nucor common stock of $67.16 on March 9, 2018, the date the units were issued.(11) |

  130. Nonqualified Deferred Compensation Table

    | Represents the value of 2,312 additional common stock units granted to Mr. Stratman as a 25% match of the units deferred under the 2017 AIP. The units have been valued using the closing price of Nucor common stock of $67.16 on March 9, 2018, the date the units were issued.(12) |

  131. Nonqualified Deferred Compensation Table

    | Represents 11,559 deferred units valued using the closing price of Nucor common stock of $51.81 on December 31, 2018. Of the amount shown, $776,289 was reported in the Summary Compensation Tables of Nucor proxy statements for previous years. The amount shown exceeds the amount reported in the Summary Compensation Tables by $177,428, which is equal to the decrease in value of the deferred units during 2018.(13) |

  132. Post-Termination Compensation Benefits

    Post-Termination Compensation Benefits The Committee believes that Executive Officers should be provided a reasonable severance benefit in the event an executive is terminated. Severance benefits for Executive Officers reflect the fact that it may be difficult to find comparable employment within a reasonable period of time. The Committee periodically reviews total compensation, including these post termination compensation benefits, to ensure that such amounts remain reasonable. Non-Compete and Non-Solicitation Agreements. Nucor has entered into a non-compete and non-solicitation agreement with each Executive Officer. Pursuant to these agreements, Executive Officers have agreed not to compete with Nucor during the 24-month period following their termination of employment with Nucor for any reason in exchange for monthly cash payments from Nucor during the non-competition period. The agreements with Executive Officers also restrict the disclosure of confidential information and prohibit Executive Officers from encouraging Nucor customers to purchase steel or steel products from any Nucor competitor or encouraging any Nucor employee to terminate his or her employment with Nucor. Each agreement further provides that any inventions, designs or other ideas conceived by Executive Officers during their employment with Nucor will be assigned to Nucor. Since Nucor began entering into the non-compete and non-solicitation agreements with its executive officers in 1999, no executive officer has left Nucor other than to retire. The amount of each monthly cash payment during the 24-month non-competition period will be equal to the product of 3.36 times the Executive Officer’s highest annual base salary during the 12 months immediately preceding the termination of his employment, divided by 12. If an Executive Officer who is receiving monthly installment payments dies within 12 months of his date of termination of employment, Nucor will continue to pay his estate the monthly payments only through the end of the first 12 months following termination of his employment. Nucor’s obligation to make the monthly installment payments to an Executive Officer terminates if the Executive Officer dies 12 or more months following termination of his employment. Severance Benefits. Executive Officers are entitled to receive severance payments following termination of employment or their resignation, death or retirement under the Severance Plan for Senior Officers and General Managers. The amount of severance payments to be received by a particular Executive Officer or, in the case of his death while employed by Nucor, his estate, will depend upon his age at the time of his termination, resignation, retirement or death and his length of service with Nucor. If the Executive Officer is younger than age 55, then the Executive Officer, or his estate, will be entitled to receive a severance payment equal to the greater of (i) one month of his base salary for each year of service to Nucor with a minimum severance payment of six months’ base salary or (ii) the value of the total number of his unvested shares of Nucor common stock (including deferred shares) granted under the LTIP. If the Executive Officer is age 55 or older, then the Executive Officer, or his estate, will be entitled to receive a severance payment equal to one month of his base salary for each year of service to Nucor with a minimum severance payment of six months’ base salary. Change in Control Benefits. Nucor provides Executive Officers the following benefits in the event of a change in control of Nucor. The benefits do not result in Executive Officers receiving severance benefits in excess of three times their annual compensation or provide an excise tax gross up for any payments that would be considered excess parachute payments under Section 280G of the Internal Revenue Code.

  133. Post-Termination Compensation Benefits

    | • | Severance – If terminated within 24 months of a change in control, Executive Officers participating in Nucor’s severance plan would receive a severance payment equal to a base amount multiplied by 3 in the case of the Chief Executive Officer, 2.5 in the case of the Chief Financial Officer, and 2 in the case of any other Executive Vice President. The base amount is the sum of the executive’s base salary plus the greater of target or the three-year average actual award under the AIP, plus the greater of target or the most recent award under the LTIP. The target awards under the AIP are equal to 150% and 137.5% of base salary for the Chief Executive Officer and for all other Executive Officers, respectively. The target award under the LTIP is equal to 50% of the plan’s maximum award payout. In addition, Executive Officers participating in Nucor’s severance plan would receive 36 months of medical, dental and life insurance continuation for the Chief Executive Officer, 30 months for the Chief Financial Officer and 24 months for all other Executive Officers. |

  134. Post-Termination Compensation Benefits

    | • | Annual Incentive Plan – For the year in which a change in control occurs, the AIP award will be no less than an award equal to the greater of actual performance through the change in control or target performance, in each case prorated through the date of the executive’s termination of employment. |

  135. Post-Termination Compensation Benefits

    | • | Long-Term Incentive Plan – The LTIP performance periods in progress on the date of the change in control will be terminated and awards will be paid based on a prorated basis through the date of the change in control in an amount equal to the greater of actual or target performance. |

  136. Post-Termination Compensation Benefits

    | • | Acceleration of Unvested Equity – All unvested equity awards under the AIP and the LTIP, including deferred shares, and all outstanding unvested stock options and RSUs, will vest upon a change in control. |

  137. Post-Termination Compensation Benefits

    | • | Restricted Stock Units – If terminated within 24 months of a change in control, Executive Officers would receive a payment equal to the sum of the value of the RSUs that would have been granted in the year of termination based on the prior year’s performance (if not granted prior to the date of termination) and the value of the RSUs that would normally be granted the following year for performance during the year of the Executive Officer’s termination. |

  138. Post-Termination Compensation Benefits

    | • | Excess Parachute Payments – If any payments or benefits would be considered excess parachute payments under Section 280G of the Internal Revenue Code, the payments or benefits would be reduced to the Section 280G safe harbor amount if the reduction results in a larger net benefit to the Executive Officer. Executive Officers are responsible for taxes on all payments. No tax gross ups are provided. |

  139. Post-Termination Payments Summary

    | Executive Officer | Executive Benefits and Payments Upon Termination | Voluntary Termination ($) | Retirement ($) | Involuntary Not for Cause Termination ($) | For Cause Termination ($) | Disability ($) | Death ($) | Change In Control ($) | | John J. Ferriola | Non-compete–cash | 9,408,000 | 9,408,000 | 9,408,000 | 9,408,000 | 9,408,000 | — | 9,408,000 | | | Severance–cash | 3,251,435 | 3,251,435 | 3,251,435 | — | 3,251,435 | 3,251,435 | 23,707,022 | | | Vesting of restricted stock | — | 10,840,258 | — | — | 10,840,258 | 10,840,258 | 10,840,258 | | | Vesting of stock options | — | 1,320,174 | — | — | 1,320,174 | 1,320,174 | 1,320,174 | | | Restricted stock units–cash | — | — | — | — | — | — | 5,600,000 | | | Pro-rata LTIP | — | — | — | — | — | — | — | | | Benefits and perquisites | — | — | — | — | — | — | 35,859 | | | Total | 12,659,435 | 24,819,867 | 12,659,435 | 9,408,000 | 24,819,867 | 15,411,867 | 50,911,313 | | James D. Frias | Non-compete–cash | 3,702,720 | 3,702,720 | 3,702,720 | 3,702,720 | 3,702,720 | — | 3,702,720 | | | Severance–cash | 1,260,668 | 1,260,668 | 1,260,668 | — | 1,260,668 | 1,260,668 | 6,856,716 | | | Vesting of restricted stock | — | 5,990,376 | — | — | 5,990,376 | 5,990,376 | 5,990,376 | | | Vesting of stock options | — | 198,025 | — | — | 198,025 | 198,025 | 198,025 | | | Restricted stock units–cash | — | — | — | — | — | — | 2,800,000 | | | Pro-rata LTIP | — | — | — | — | — | — | — | | | Benefits and perquisites | — | — | — | — | — | — | 35,120 | | | Total | 4,963,388 | 11,151,789 | 4,963,388 | 3,702,720 | 11,151,789 | 7,449,069 | 19,582,957 | | Ladd R. Hall | Non-compete–cash | 3,364,704 | 3,364,704 | 3,364,704 | 3,364,704 | 3,364,704 | — | 3,364,704 | | | Severance–cash | 1,567,353 | 1,567,353 | 1,567,353 | — | 1,567,353 | 1,567,353 | 5,006,361 | | | Vesting of restricted stock | — | 5,383,059 | — | — | 5,383,059 | 5,383,059 | 5,383,059 | | | Vesting of stock options | — | 198,025 | — | — | 198,025 | 198,025 | 198,025 | | | Restricted stock units–cash | — | — | — | — | — | — | 2,800,000 | | | Pro-rata LTIP | — | — | — | — | — | — | — | | | Benefits and perquisites | — | — | — | — | — | — | 37,348 | | | Total | 4,932,057 | 10,513,141 | 4,932,057 | 3,364,704 | 10,513,141 | 7,148,437 | 16,789,497 | | Raymond S. Napolitan, Jr. | Non-compete–cash | 3,233,664 | 3,233,664 | 3,233,664 | 3,233,664 | 3,233,664 | — | 3,233,664 | | | Severance–cash | 897,572 | 897,572 | 897,572 | — | 897,572 | 897,572 | 4,722,821 | | | Vesting of restricted stock | — | 3,723,533 | — | — | 3,723,533 | 3,723,533 | 3,723,533 | | | Vesting of stock options | — | 198,025 | — | — | 198,025 | 198,025 | 198,025 | | | Restricted stock units–cash | — | — | — | — | — | — | 2,800,000 | | | Pro-rata LTIP | — | — | — | — | — | — | — | | | Benefits and perquisites | — | — | — | — | — | — | 23,906 | | | Total | 4,131,236 | 8,052,794 | 4,131,236 | 3,233,664 | 8,052,794 | 4,819,130 | 14,701,949 | | R. Joseph Stratman | Non-compete–cash | 3,551,520 | 3,551,520 | 3,551,520 | 3,551,520 | 3,551,520 | — | 3,551,520 | | | Severance–cash | 1,290,298 | 1,290,298 | 1,290,298 | — | 1,290,298 | 1,290,298 | 5,266,130 | | | Vesting of restricted stock | — | 5,521,858 | — | — | 5,521,858 | 5,521,858 | 5,521,858 | | | Vesting of stock options | — | 198,025 | — | — | 198,025 | 198,025 | 198,025 | | | Restricted stock units–cash | — | — | — | — | — | — | 2,800,000 | | | Pro-rata LTIP | — | — | — | — | — | — | — | | | Benefits and perquisites | — | — | — | — | — | — | 28,096 | | | Total | 4,841,818 | 10,561,701 | 4,841,818 | 3,551,520 | 10,561,701 | 7,010,181 | 17,365,629 | | James R. Darsey | Non-compete–cash | — | 3,364,704 | — | — | — | — | — | | | Severance–cash | — | 1,639,070 | — | — | — | — | — | | | Vesting of restricted stock | — | 6,742,758 | — | — | — | — | — | | | Vesting of stock options | — | 1,592,509 | — | — | — | — | — | | | Restricted stock units–cash | — | — | — | — | — | — | — | | | Pro-rata LTIP | — | — | — | — | — | — | — | | | Benefits and perquisites | — | — | — | — | — | — | — | | | Total | — | 13,339,041 | — | — | — | — | — |

  140. Pay Ratio Disclosure

    Pay Ratio Disclosure SEC rules require that we provide a comparison of the 2018 annual total compensation of John J. Ferriola, our CEO, to the annual total compensation of the individual identified as our median paid employee. For purposes of providing the comparison in accordance with SEC rules, we identified a “median employee” and compared Mr. Ferriola’s annual total compensation to that of the median employee. For 2018, our last completed fiscal year:

  141. Pay Ratio Disclosure

    | • | Mr. Ferriola’s annual total compensation was $15,559,469. |

  142. Pay Ratio Disclosure

    | • | Our median employee’s annual total compensation was $106,097. |

  143. Pay Ratio Disclosure

    | • | The ratio of Mr. Ferriola’s annual total compensation to our median employee’s annual total compensation was 147 to 1. |

  144. Pay Ratio Disclosure

    The methodology that we used to identify the median employee is described below. Annual total compensation is calculated in the same manner as the amount set forth in the “Total” column in the Summary Compensation Table. While, as explained below, the methodology involves several assumptions and adjustments, we believe the pay ratio information set forth above constitutes a reasonable estimate, calculated in a manner consistent with applicable SEC rules. Because other companies may use different methodologies to identify their median employees, the pay ratio set forth above may not be comparable to the pay ratios reported by other companies. Methodology. SEC rules permit companies to identify the median paid employee once every three years as long as there has been no change in the company’s employee population or compensation arrangements that significantly impacts the pay ratio disclosure. As we have had no such material changes in our organization from 2017 (including, but not limited to, consideration of those employees originally excluded in a 2017 acquisition), we are employing the same methodology used last year, as described below. However, the employee identified at median in 2017 has had a material change in compensation due to promotion. As such, we identified a substantially similar employee from 2017 for use in calculating 2018 annual total compensation for this year’s pay ratio disclosure. Date Used to Determine Employee Population. For purposes of identifying the median employee, we selected October 1, 2017 to be the date as of which we would determine our employee population. Composition of Employee Population. We determined that, as of October 1, 2017, we had 25,322 employees globally. Of that amount, 22,672 were U.S. employees and 2,650 were non-U.S. employees. In order to simplify the determination of the median employee and as permitted by SEC rules, we excluded 292 non-U.S. employees (approximately 1.2% of our employees) located in seven countries, comprising all of the employees in those countries, as set forth in the table below:

  145. Pay Ratio Disclosure

    | Country Excluded | Number of Employees Excluded | | China | 4 | | India | 215 | | Mexico | 22 | | Poland | 2 | | Sri Lanka | 38 | | Switzerland | 10 | | United Arab Emirates | 1 |

  146. Pay Ratio Disclosure

    After excluding the 292 non-U.S. employees, we determined the identity of our median employee from a population of 25,030 employees, including 22,672 U.S. employees and 2,358 non-U.S. employees. Given the availability of payroll data and the size, composition and global diversity of these 25,030 employees, we employed statistical sampling to assist in identification of the median employee. We stratified the employee population based on similarity of characteristics such as product line and geography into groups. We then took the natural log of compensation data for each employee within the group. From the lognormal data, we calculated median, standard deviation and variance of each group for the purposes of deriving sample sizes that fairly represented the grouping. Using this methodology, we generated a random sample of 4,464 employees. The group medians were then weighted by total group headcount relative to Nucor’s 25,030 employees to derive the median employee. As permitted by SEC rules, the employee population data described above does not include approximately 122 employees of St. Louis Cold Drawn, Inc., an entity we acquired in September 2017. Pay Data Used. To identify the median employee, we derived compensation information from our payroll records for fiscal 2017. We used a consistently applied compensation measure (“CACM”), which included total taxable income, or equivalent. We converted the amount of compensation paid to non-U.S. employees to U.S. dollars using average foreign currency exchange rates for 2017. We annualized compensation for employees hired during 2017. The employee whose CACM was at the median of the employee population, determined as described above, was the “median employee” for purposes of the comparison to Mr. Ferriola’s annual total compensation in 2017. As noted above, because the 2017 median employee has had a material change in compensation, we identified an employee substantially similar to the 2017 median employee for use in this year’s pay ratio calculation.