DEF 14A of Nucor Corp, Mar 27, 2020

DEF 14A of Nucor Corp

Filed Mar 27, 2020 · FY20190001193125-20-087744

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 | 66 | 2017 | Retired four-star general, U.S. Army | Yes | | Patrick J. Dempsey | 55 | 2016 | President and CEO, Barnes Group Inc. | Yes | | Christopher J. Kearney | 64 | 2008 | Retired Chairman, President and CEO, SPX FLOW, Inc. | Yes | | Laurette T. Koellner | 65 | 2015 | Retired President, Boeing International | Yes | | Joseph D. Rupp | 69 | 2020 | Retired Chairman, President and CEO, Olin Corporation | Yes | | Leon J. Topalian | 52 | 2020 | President and CEO, Nucor Corporation | No | | John H. Walker | 62 | 2008 | Non-Executive Chairman, Nucor Corporation Retired Non-Executive Chairman, Global Brass and Copper Holdings, Inc. | Yes | | Nadja Y. West | 59 | 2019 | Retired lieutenant general, U.S. Army | Yes |

  3. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board of Directors currently consists of eight members and has no vacancies. On the recommendation of the Governance and Nominating Committee, the Board has nominated the eight persons listed below for election as directors at the Annual Meeting. If elected, each nominee will serve until his or her term expires at the 2021 annual meeting of stockholders or until his or her successor is duly elected and qualified. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. All of the nominees are currently serving as directors. Except for Mr. Joseph D. Rupp, who was elected to the Board in February 2020, Mr. Leon J. Topalian, who was elected to the Board in December 2019 for a term beginning on January 1, 2020, and General Nadja Y. West, who was elected to the Board in September 2019, all of the nominees were elected to the Board at the 2019 annual meeting of stockholders. Mr. Rupp and General West were initially identified to the Board as potential directors by non-management directors. 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. 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 eight 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: 66 | General Austin is a retired four-star general who served for 41 years in the U.S. Army. From 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 33rd Vice Chief of Staff of the U.S. Army from 2012 to 2013 and as the Combined Forces Commander in Iraq from 2010 through the completion of Operation New Dawn in 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: 55 | Mr. Dempsey has served as 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 2013. Prior to that, Mr. Dempsey had served as Barnes Group’s Senior Vice President and Chief Operating Officer since 2012. Mr. Dempsey joined Barnes Group in 2000 and, since that time, has held a number of other positions, 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. | | CHRISTOPHER J. KEARNEY Director Since: 2008 Age: 64 | 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 will also serve as Executive Chairman of the board of directors of Otis Elevator Company upon the completion of its planned separation from United Technologies Corporation in 2020. 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 of SPX FLOW 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 Corporation 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 and will serve as a director of Otis Elevator Company upon the completion of its planned separation from United Technologies Corporation in 2020. 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 Chief Executive Officer of a global manufacturing company, Mr. Kearney brings to the Board valuable business and mergers and acquisitions experience as well as corporate legal experience. |

  6. ATTRIBUTES AND SKILLS OF THE NOMINEES

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

  7. ATTRIBUTES AND SKILLS OF THE NOMINEES

    | LAURETTE T. KOELLNER Director Since: 2015 Age: 65 | Ms. Koellner most recently served as Executive Chairman of the board of directors of International Lease Finance Corporation, an aircraft leasing subsidiary of American International Group, Inc. (“AIG”), from 2012 until its sale in 2014. Ms. Koellner served from 2006 to 2008 as President of Boeing International, a division of The Boeing Company, an aerospace manufacturer. 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 and 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 to the Board extensive international and financial expertise as well as experience in corporate governance and risk management. | | JOSEPH D. RUPP Director Since: 2020 Age: 69 | Mr. Rupp served as Chairman of the board of directors of Olin Corporation, a leading vertically integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition, from May 2016 until his retirement in April 2017. Prior to that, Mr. Rupp served as Chairman and Chief Executive Officer of Olin from 2014 to May 2016, as Chairman, President and Chief Executive Officer of Olin from 2005 to 2014 and as President and Chief Executive Officer of Olin from 2002 to 2005. Prior to 2002, Mr. Rupp served in various positions of increasing responsibility with Olin, which he originally joined in 1972. Mr. Rupp currently serves on the boards of directors of Cass Information Systems, Inc., O-I Glass, Inc. (formerly Owens-Illinois, Inc.), Quanex Building Products Corporation and Dot Foods, Inc. (non-public), and is on the Board of Trustees of Missouri University of Science and Technology. Mr. Rupp served as a director of Olin from 2002 to 2017. Mr. Rupp brings to the Board extensive experience in the metal-related manufacturing industry as well as strong executive leadership and strategic management skills and significant public company board experience. | | LEON J. TOPALIAN Director Since: 2020 Age: 52 | Mr. Topalian has served as President and Chief Executive Officer of Nucor since January 2020. Previously, Mr. Topalian served as President and Chief Operating Officer of Nucor from September 2019 to December 2019, as Executive Vice President of Beam and Plate Products of Nucor from May 2017 to August 2019 and as Vice President of Nucor from 2013 to May 2017. Since joining Nucor in 1996, Mr. Topalian has held a variety of other positions, including serving as General Manager at two Nucor facilities, in Arkansas and Illinois, as well as a Melting and Casting Manager, an Operations Manager, a cold mill production supervisor and a project engineer. Mr. Topalian brings to the Board a deep understanding of Nucor’s operations and unique organizational culture and values, gained through his 23 years of experience with the Company. |

  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: 62 | Mr. Walker has served as Non-Executive Chairman of the Board of Directors since January 2020. Prior to that, he had served as Lead Director of Nucor since February 2017. Mr. Walker previously served as Non-Executive Chairman of the board of directors of Global Brass and Copper Holdings, Inc., a manufacturer and distributor of copper and copper-alloy sheet, strip, plate, foil, rod and fabricated components, from 2014 to July 2019. Mr. Walker previously served as Executive Chairman of the board of directors of Global Brass and Copper from 2013 to 2014 and as Chief Executive Officer of Global Brass and Copper from 2007 to 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 of Weirton Steel Corporation. From 1997 to 2000, Mr. Walker was President of flat-rolled products for Kaiser Aluminum Corporation, a producer of fabricated aluminum products. Mr. Walker currently serves on the board of directors of O-I Glass, Inc. (formerly Owens-Illinois, Inc.) and will be a director of Otis Elevator Company upon the completion of its planned separation from United Technologies Corporation in 2020. 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. | | NADJA Y. WEST Director Since: 2019 Age: 59 | General West is a retired U.S. Army lieutenant general who served for 37 years in the U.S. Army. From December 2015 through August 2019, General West served as the 44th U.S. Army Surgeon General and Commanding General of the U.S. Army Medical Command. Prior to that, General West served as Joint Staff Surgeon from 2013 to December 2015, acting as the chief medical advisor to the Chairman of the Joint Chiefs of Staff. She also previously served as Commanding General of Europe Regional Medical Command and Commander of Womack Army Medical Center at Fort Bragg. She is the recipient of numerous military awards, including the Distinguished Service Medal, the Defense Superior Service Medal and the Legion of Merit. General West currently serves as a director of Tenet Healthcare Corporation. General West brings to the Board a strategic perspective and background derived from her years of proven leadership and management in the U.S. Army, including service at the most senior levels in the U.S. Armed Forces. |

  10. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation and Executive Development Committee established the following director compensation amounts, which became effective in May 2019.

  11. DIRECTOR COMPENSATION

    | Board/Committee Position | 2019 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 2014 Plan. Directors may elect to receive their shares in the form of deferred stock units. Effective June 1, 2019, the number of shares of Company common stock awarded was equal to the quotient of $150,000 divided by the closing price of a share of Nucor common stock on the grant date (rounded down to the next whole share). Because June 1, 2019 was a Saturday, the closing price on the previous day, May 31, 2019, was used. All directors elected to receive their grant in the form of deferred stock units in 2019. 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 2019 for his or her Board and committee services during 2019. Directors who are also employees of Nucor (for 2019, Mr. Ferriola) do not receive compensation (other than their compensation as employees of Nucor) for their service on the Board. Mr. Joseph D. Rupp was elected to the Board on February 17, 2020 and is therefore not included in the table.

  13. DIRECTOR COMPENSATION

    | Name | Cash Fees ($) | Stock Awards ($) (1) | Total ($) | | (a) | (b) | (c) | (h) | | Lloyd J. Austin III | 125,000 | 150,000(2) | 275,000 | | Patrick J. Dempsey | 125,000 | 150,000(2) | 275,000 | | Victoria F. Haynes (3) | 62,500 | 150,000(2) | 212,500 | | Christopher J. Kearney | 145,000 | 150,000(2) | 295,000 | | Laurette T. Koellner | 150,000 | 150,000(2) | 300,000 | | John H. Walker | 172,000 | 150,000(2) | 322,000 | | Nadja Y. West | 62,500 | —(4) | 62,500 |

  14. DIRECTOR COMPENSATION

    | (1) 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 17 of Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2019. |

  15. DIRECTOR COMPENSATION

    | (2) The number of deferred stock units granted and fully vested on June 1, 2019 based on the closing price of Nucor common stock on May 31, 2019 of $48.00 was 3,125 units. |

  16. DIRECTOR COMPENSATION

    | (3) Dr. Haynes retired as a director effective July 10, 2019. |

  17. DIRECTOR COMPENSATION

    | (4) General West was elected as a director on September 5, 2019 and therefore did not receive a stock award in 2019. |

  18. 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 Nucor Corporation 2010 Stock Option and Award Plan (the “2010 Plan”) and the Nucor Corporation 2005 Stock Option and Award Plan (the “2005 Plan”) that were outstanding as of December 31, 2019.

  19. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  20. Outstanding Equity Awards at Fiscal Year-End

    | Name | Number of Vested Stock Units (#) (1) | Market Value of Stock Units ($) (2) | | Lloyd J. Austin III | 5,252 | 295,583 | | Patrick J. Dempsey | 7,622 | 428,966 | | Christopher J. Kearney | 30,050 | 1,691,214 | | Laurette T. Koellner | 10,490 | 590,377 | | John H. Walker | 31,386 | 1,766,404 | | Nadja Y. West | — | — |

  21. Outstanding Equity Awards at Fiscal Year-End

    | (1) 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. |

  22. Outstanding Equity Awards at Fiscal Year-End

    | (2) Represents the value of fully vested deferred stock units using the closing price of Nucor common stock of $56.28 on December 31, 2019. |

  23. 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, 2019, all of the non-employee directors were in compliance with the ownership requirement or in the first five years after becoming a director.

  24. Introduction

    E OFFICER COMPENSATION Introduction Our executive compensation program has consistently aligned with our performance as an industry leader that strives to excel on the measures of profitable growth and total stockholder return, while maintaining our commitment to safe and environmentally responsible operations. Over the years, our stockholders have been highly supportive of our program’s heavily leveraged, pay-for-performance structure, as demonstrated by our say-on-pay results averaging approximately 95% from 2011 through 2018. Stockholders, through their feedback, have also expressed appreciation for the features of our program that promote stability and facilitate smooth succession planning throughout the organization. They understand the long-term nature of our projects and the critical need for a workforce that can ride through the natural ups and downs of our business cycle and continue to deliver industry-leading returns over the long term. Our people grow, develop and progress through Nucor, which allows us to execute on our multi-year, large-scale initiatives without disruption. Growing our team from within is fundamental to who we are. This year’s Compensation Discussion and Analysis (referred to in this section and the “Executive Compensation Tables” section as “CD&A”) reviews the objectives and elements of Nucor’s executive compensation program and discusses the 2019 compensation earned by our named executive officers (“Executive Officers”) listed in the table below. It also explains the actions the Compensation and Executive Development Committee of the Board (referred to in this section and the “Executive Compensation Tables” section as the “Committee”) took in order to keep the executive compensation program aligned with stockholder interests and expectations, ensuring we continue to attract, retain and develop the best leadership

  25. Introduction

    alent in our industry. | Executive Officer | Principal Position as of December 31, 2019 | | John J. Ferriola (1) | Chairman and Chief Executive Officer | | James D. Frias | Chief Financial Officer, Treasurer and Executive Vice President | | Ladd R. Hall | Executive Vice President-Flat Rolled Products | | Raymond S. Napolitan, Jr. | Executive Vice President-Engineered Bar Products and Digital | | David A. Sumoski | Executive Vice President-Merchant and Rebar Products | | D. Chad Utermark | Executive Vice President-Fabricated Construction Products | | Leon J. Topalian (2) | President and Chief Operating Officer | | R. Joseph Stratman (3) | Former Chief Digital Officer and Ex

  26. Introduction

    utive Vice President | | (1) Mr. Ferriola retire

  27. Introduction

    on December 31, 2019. | | (2) Mr. Topalian was promoted to President and Chief Executive Officer on January 1, 2020. We have included Mr. Topalian in this CD&A and related tables; however, the SEC rules do not require disclosure of his compensation

  28. Introduction

    this Proxy Statement. | | (3) Mr. Stratman

  29. Introduction

    etired on June 8, 2019. | Leadership Succession: Where We Are Today On September 6, 2019, the Board announced the retirement of Mr. Ferriola as Chairman and CEO, effective December 31, 2019, and the election of Mr. Topalian, President and Chief Operating Officer and 23-year Nucor veteran, to succeed him as President and CEO, effective January 1, 2020. Mr. Topalian was promoted to President and Chief Operating Officer on September 5, 2019. Mr. Topalian’s promotion to President and Chief Operating Officer and later President and CEO was part of the Board’s robust management succession strategy. Mr. Topalian had served as an Executive Vice President of Nucor from 2017 to 2019 and a Vice President from 2013 to 2017. He has been employed by Nucor in various capacities since 1996, including serving as General Manager at two Nucor facilities, in Arkansas and Illinois, as well as a Melting and Casting Manager, an Operations Manager, a cold mill production supervi

  30. 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” beginning on page 29 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. |

  31. 2019 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 2019 was strong, though behind the record set in 2018. |

  32. 2019 Compensation Overview

    | • | Long-term incentives: The LTIP rewarded Executive Officers for Nucor’s strong performance during the three-year performance period ended December 31, 2019 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, 2019 relative to the General Industry Comparator Group (ranked seventh out of 11). Please see “Performance Comparator Groups” beginning on page 29 of this CD&A for descriptions of the performance comparator groups. In 2019, 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 2019. |

  33. 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 | | ✓ | Reach out to discuss our compensation plans with our stockholders | |

  34. Best-Practice Compensation Governance Features

    In response to stockholder feedback, in February 2020 we entered into new agreements with our Executive Officers, which eliminate severance benefits and reduce change in control benefits (as described on page 25). Consistent with our governance practices described above, these agreements do not provide for excise tax gross-ups, “single trigger” change in control severance benefits or a severance modifier in excess of three times base salary and bonus.

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

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

    | * Since the 2017 benchmarking, Monsanto and Praxair have 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. The 2017 benchmarking was used to set 2019 salaries. In 2019, Pearl Meyer updated the benchmark data for the position of President and Chief Operating Officer and of President and Chief Executive Officer for the Committee to consider when Mr. Topalian was promoted to President and Chief Operating Officer in September 2019 and to President and Chief Executive Officer, effective January 1, 2020. 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 2019 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 2019 Compensation

    Determination of 2019 Compensation In making its determinations with respect to executive compensation for 2019, the Committee was supported by A. Rae Eagle, Nucor’s Vice President 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 Vice President 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. Seventy-five percent 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 30). The allocation of the AIP award between the two performance measures is as follows:

  44. Annual Incentives

    | | | Maximum AIP Performance Award Payment (% 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% |

  45. Annual Incentives

    For 2019, the Committee set the threshold, target and maximum ROE levels as follows:

  46. Annual Incentives

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

  47. 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 2019 that could be earned based on Nucor’s annual ROAIC compared to the annual ROAIC of members of the Steel Comparator Group as follows:

  48. 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% |

  49. Annual Incentives

    | (1) The table represents potential AIP awards for 2019 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. |

  50. 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. Five Executive Officers, Messrs. Frias, Hall, Sumoski, Utermark and Stratman, elected to defer a portion of their AIP award payout in 2019. 2019 Performance Results and AIP Payout Based on Nucor’s ROE of 12.38% and being ranked third within the Steel Comparator Group for ROAIC for 2019, the CEO and the other Executive Officers earned total AIP awards of 269.50% of base salary and 213.44% of base salary, respectively, as follows:

  51. Annual Incentives

    | | 2019 Result | Performance Award Payment (% of Base Salary) | | | Performance Measure | | CEO | Other Executive Officers | | ROE | 12.38% | 209.50% | 168.44% | | Annual ROAIC — Steel Comparator Group | 3rd | 60.00% | 45.00% | | Total | | 269.50% | 213.44% |

  52. Annual Incentives

    These performance results for 2019 yielded the following AIP payouts:

  53. Annual Incentives

    | | 2019 Base Salary ($) | AIP Award Payout | | | | Executive Officer | | Deferred (1) ($) | Paid in Cash ($) | Total ($) | | John J. Ferriola | 1,450,000 | — | 3,907,750 | 3,907,750 | | James D. Frias | 606,100 | 646,830 | 646,830 | 1,293,660 | | Ladd R. Hall | 540,800 | 577,142 | 577,142 | 1,154,284 | | Raymond S. Napolitan, Jr. | 519,700 | — | 1,109,248 | 1,109,248 | | David A. Sumoski | 507,200 | 108,257 | 974,311 | 1,082,568 | | D. Chad Utermark | 507,200 | 108,257 | 974,311 | 1,082,568 | | Leon J. Topalian (2) | 532,446 | — | 1,136,453 | 1,136,453 | | R. Joseph Stratman (3) | 570,800 | 265,359 | 265,359 | 530,718 |

  54. Annual Incentives

    | (1) As discussed above, Messrs. Frias, Hall and Stratman elected to defer 50%, and Messrs. Sumoski and Utermark elected to defer 10% of their AIP payout and received additional stock units having a value equal to 25% of their deferred amount. |

  55. Annual Incentives

    | (2) Mr. Topalian was promoted on September 5, 2019. $532,446 represents his pro-rated salary. |

  56. Annual Incentives

    | (3) Mr. Stratman retired on June 8, 2019. His AIP payout of $1,218,316 (213.44% times his base salary of $570,800) was prorated through the date of his retirement. The prorated AIP payout is shown in the table above. |

  57. 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:

  58. Long-Term Incentives

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

  59. Long-Term Incentives

    | • | RSUs that vest over time; |

  60. Long-Term Incentives

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

  61. Long-Term Incentives

    | • | Stock options. |

  62. 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. For the performance period that began January 1, 2017, 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. For the performance periods that began January 1, 2018 and 2019, 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. The targets for the performance period that began January 1, 2017 and ended December 31, 2019 were as follows:

  63. Long-Term Incentives

    | Executive Officer | Base Salary Rate at the Beginning of the Performance Period ($) | 85% of Base Salary ($) | Nucor Stock Price 12/31/16 ($) | Target Award Number of Shares (#) | Adjusted Target Award Number of Shares (#) | | John J. Ferriola | 1,365,000 | 1,160,250 | 59.52 | 19,493 | — | | James D. Frias | 519,600 | 441,660 | 59.52 | 7,420 | — | | Ladd R. Hall | 472,350 | 401,498 | 59.52 | 6,745 | — | | Raymond S. Napolitan, Jr. | 433,100 | 368,135 | 59.52 | 6,185 | — | | David A. Sumoski | 413,900 | 351,815 | 59.52 | 5,910 | — | | D. Chad Utermark | 413,900 | 351,815 | 59.52 | 5,910 | — | | Leon J. Topalian | 327,000 | 277,950 | 59.52 | 4,669 | — | | R. Joseph Stratman (1) | 498,600 | 423,810 | 59.52 | 7,120 | 5,735 |

  64. Long-Term Incentives

    | (1) Because Mr. Stratman retired on June 8, 2019, 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). |

  65. 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 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).

  66. 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% |

  67. Long-Term Incentives

    | (1) These tables represent the potential awards based on the LTIP performance period that began January 1, 2017. 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. |

  68. 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. 2019 Performance Results and LTIP Payout Nucor’s ROAIC of 36.65% for the LTIP performance period that began January 1, 2017 and ended December 31, 2019 was ranked second relative to members of the Steel Comparator Group (second out of six) and ranked seventh relative to the General Industry Comparator Group (seventh out of eleven). These rankings resulted in the following performance award as a percentage of targets:

  69. Long-Term Incentives

    | Performance Measure | ROAIC | Ranking | Performance Award as a % of Target Number of Shares | | ROAIC — Steel Comparator Group | 36.65% | 2(nd) | 80% | | ROAIC — General Industry Comparator Group | 36.65% | 7(th) | 40% | | Total | | | 120% |

  70. Long-Term Incentives

    The resulting payouts were as follows:

  71. Long-Term Incentives

    | Executive Officer | Target Award Number of Shares | Performance Award as a % of Target | Shares Earned | | John J. Ferriola | 19,493 | 120% | 23,392 | | James D. Frias | 7,420 | 120% | 8,904 | | Ladd R. Hall | 6,745 | 120% | 8,094 | | Raymond S. Napolitan, Jr. | 6,185 | 120% | 7,422 | | David A. Sumoski | 5,910 | 120% | 7,093 | | D. Chad Utermark | 5,910 | 120% | 7,093 | | Leon J. Topalian | 4,669 | 120% | 5,603 | | R. Joseph Stratman | 5,735 | 120% | 6,883 |

  72. 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 common stock in March 2020. 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 (2018 in the present case). The following schedule was effective for grants on June 1, 2019:

  73. 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 |

  74. 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:

  75. 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 |

  76. Long-Term Incentives

    2019 Performance Results and RSU Awards On June 1, 2019, as a result of 2018 ROE of 25.5%, Executive Officers received base and performance RSUs with the following values:

  77. Long-Term Incentives

    | | Grant Date Value | | | | Executive Officer | Base RSUs ($) | Performance RSUs ($) | Total (1) ($) | | John J. Ferriola | 999,984 | 4,599,984 | 5,599,968 | | James D. Frias | 300,000 | 2,499,984 | 2,799,984 | | Ladd R. Hall | 300,000 | 2,499,984 | 2,799,984 | | Raymond S. Napolitan, Jr. | 300,000 | 2,499,984 | 2,799,984 | | David A. Sumoski | 300,000 | 2,499,984 | 2,799,984 | | D. Chad Utermark | 300,000 | 2,499,984 | 2,799,984 | | Leon J. Topalian | 300,000 | 2,499,984 | 2,799,984 | | R. Joseph Stratman | 300,000 | 2,499,984 | 2,799,984 |

  78. Long-Term Incentives

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

  79. Long-Term Incentives

    Stock Options On June 1, 2019, the Committee granted stock options to each Executive Officer in the amounts shown in the table below with the following grant values:

  80. Long-Term Incentives

    | Position | Grant Date Value of Options Granted (1) ($) | | Chairman, Chief Executive Officer and President | 1,750,000 | | Chief Financial Officer | 250,000 | | Executive Vice President retiring in June 2019 | 500,000 | | Other Executive Vice Presidents | 250,000 |

  81. Long-Term Incentives

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

  82. 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.

  83. Summary Compensation Table

    Summary Compensation Table The table below describes the total compensation of our Executive Officers in 2019.

  84. 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 | 2019 | 1,450,000 | — | 8,499,968(4) | 1,750,000 | 3,907,750 | 3,491,864 | 19,099,582 | | Chairman and Chief Executive Officer (3) | 2018 | 1,400,000 | — | 7,087,989(4) | 1,750,000 | 5,320,000 | 1,480 | 15,559,469 | | | 2017 | 1,365,000 | — | 3,324,220 | 4,000,000 | 3,400,352 | 900 | 12,090,472 | | James D. Frias | 2019 | 606,100 | — | 4,638,891 | 250,000 | 646,830 | 3,990 | 6,145,811 | | Chief Financial Officer, Treasurer and Executive Vice President | 2018 | 551,000 | — | 3,530,178 | 250,000 | 1,099,245 | 1,480 | 5,431,903 | | | 2017 | 519,600 | — | 1,871,994 | 600,000 | 906,063 | 900 | 3,898,557 | | Ladd R. Hall | 2019 | 540,800 | — | 4,440,771 | 250,000 | 577,142 | 3,990 | 5,812,703 | | Executive Vice President | 2018 | 500,700 | — | 3,395,037 | 250,000 | 713,498 | 1,480 | 4,860,715 | | | 2017 | 472,350 | — | 1,901,224 | 600,000 | 588,336 | 900 | 3,562,810 | | Raymond S. Napolitan, Jr. | 2019 | 519,700 | — | 3,683,474 | 250,000 | 1,109,248 | 3,990 | 5,566,412 | | Executive Vice President | 2018 | 481,200 | — | 2,470,015 | 250,000 | 1,371,420 | 1,480 | 4,574,115 | | David A. Sumoski | 2019 | 507,200 | — | 3,797,545 | 250,000 | 974,311 | 3,990 | 5,533,046 | | Executive Vice President | | | | | | | | | | D. Chad Utermark | 2019 | 507,200 | — | 3,797,545 | 250,000 | 974,311 | 3,990 | 5,533,046 | | Executive Vice President | | | | | | | | | | Leon J. Topalian | 2019 | 532,446 | — | 3,569,064 | 250,000 | 1,136,453 | — | 5,487,963 | | President and Chief Operating Officer (3) | | | | | | | | | | R. Joseph Stratman | 2019 | 248,650 | — | 4,102,043(5) | 500,000 | 265,359 | 2,377,106 | 7,493,158 | | Former Chief Digital Officer and Executive Vice President | 2018 | 528,500 | — | 2,726,703(5) | 250,000 | 1,506,225 | 1,480 | 5,012,908 | | | 2017 | 498,600 | — | 1,964,406(5) | 600,000 | 621,031 | 900 | 3,684,937 |

  85. Summary Compensation Table

    | (1) The amounts shown represent the grant date fair value of the shares or stock options awarded. The stock awards for 2019 include the following grant date fair values of the performance-based awards that may be earned under the LTIP for target-level performance during the 2019–2021 performance period: Mr. Ferriola, $2,900,000; Mr. Frias, $1,030,370; Mr. Hall, $919,360; Mr. Napolitan, $883,490; Mr. Sumoski, $862,240; Mr. Utermark, $862,240; Mr. Topalian, $769,080; and Mr. Stratman, $970,360. The grant date fair values of the performance-based awards assuming performance at the maximum level over the three-year performance period would have been: Mr. Ferriola, $5,800,000; Mr. Frias, $2,060,740; Mr. Hall, $1,838,720; Mr. Napolitan, $1,766,980; Mr. Sumoski, $1,724,480; Mr. Utermark, $1,724,480; Mr. Topalian, $1,538,160; and Mr. Stratman, $1,940,720. Our policy and assumptions made in the valuation of share-based payments are contained in notes 2 and 17 of Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2019. |

  86. Summary Compensation Table

    | (2) For Executive Officers other than Mr. Ferriola and Mr. Stratman, the amounts shown represent matching contributions to the Nucor 401(k) retirement savings plan. For Mr. Ferriola, who retired on December 31, 2019, the amount shown in 2019 includes $3,990 of matching contributions to the Nucor 401(k) retirement savings plan, and $3,487,874 of severance benefits pursuant to the Severance Plan. For Mr. Stratman, who retired on June 8, 2019, the amount shown in 2019 includes $3,990 of matching contributions to the Nucor 401(k) retirement savings plan, $1,414,172 of severance benefits pursuant to the Severance Plan and $958,944 earned under his non-compete and non-solicitation agreement. As described on page 25, effective February 2020, severance benefits will no longer be provided to any Executive officer upon retirement. |

  87. Summary Compensation Table

    | (3) Mr. Ferriola retired on December 31, 2019 and Mr. Topalian was promoted to President and Chief Executive Officer on January 1, 2020. |

  88. Summary Compensation Table

    | (4) Because Mr. Ferriola retired on December 31, 2019, his actual LTIP earned will be based on actual performance for the performance period prorated for the time employed. For the LTIPs beginning in 2019 and 2018, he will receive 12/36(ths) and 24/36(ths), respectively, of what he would have earned had he been employed for the entire three-year performance periods. |

  89. Summary Compensation Table

    | (5) Because Mr. Stratman retired on June 8, 2019, his actual LTIP earned will be based on actual performance for the performance period prorated for the time employed. For the LTIPs beginning in 2019, 2018 and 2017, 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. |

  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, 2019 and the potential payouts under the AIP for 2019 and the LTIP for the performance periods beginning in 2019.

  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 | | | | | | | | | | | | | | | | 6/1/19 | 5/8/19 | RSP(1) | | | | | | | 116,666 | | | 5,599,968(5) | | | | | AIP(2) | 290,000 | 2,175,000 | 5,800,000 | | | | | | | | | | 1/1/19 | 11/30/18 | LTIP(3) | | | | 11,195 | 55,974 | 111,948 | | | | 2,900,013(6) | | | 6/1/19 | 5/8/19 | OPT(4) | | | | | | | | 201,380 | $48.00 | 1,750,000(7) | | James D. Frias | | | | | | | | | | | | | | | | 6/1/19 | 5/8/19 | RSP(1) | | | | | | | 58,333 | | | 2,799,984(5) | | | | | AIP(8) | 90,915 | 833,388 | 1,818,300 | | | | | | | | | | 3/10/20 | 11/30/18 | AIP(9) | | | | | | | 23,287 | | | 808,525(10) | | | 1/1/19 | 11/30/18 | LTIP(3) | | | | 3,977 | 19,887 | 39,774 | | | | 1,030,345(6) | | | 6/1/19 | 5/8/19 | OPT(4) | | | | | | | | 28,768 | $48.00 | 250,000(7) | | Ladd R. Hall | | | | | | | | | | | | | | | | 6/1/19 | 5/8/19 | RSP(1) | | | | | | | 58,333 | | | 2,799,984(5) | | | | | AIP(8) | 81,120 | 743,600 | 1,622,400 | | | | | | | | | | 3/10/20 | 11/30/18 | AIP(9) | | | | | | | 20,778 | | | 721,412(10) | | | 1/1/19 | 11/30/18 | LTIP(3) | | | | 3,549 | 17,744 | 35,488 | | | | 919,317(6) | | | 6/1/19 | 5/8/19 | OPT(4) | | | | | | | | 28,768 | $48.00 | 250,000(7) | | Raymond S. Napolitan, Jr. | | | | | | | | | | | | | | | | 6/1/19 | 5/8/19 | RSP(1) | | | | | | | 58,333 | | | 2,799,984(5) | | | | | AIP(8) | 77,955 | 714,588 | 1,559,100 | | | | | | | | | | 1/1/19 | 11/30/18 | LTIP(3) | | | | 3,410 | 17,052 | 34,104 | | | | 883,464(6) | | | 6/1/19 | 5/8/19 | OPT(4) | | | | | | | | 28,768 | $48.00 | 250,000(7) | | David A. Sumoski | | | | | | | | | | | | | | | | 6/1/19 | 5/8/19 | RSP(1) | | | | | | | 58,333 | | | 2,799,984(5) | | | | | AIP(8) | 76,080 | 697,400 | 1,521,600 | | | | | | | | | | 3/10/20 | 11/30/18 | AIP(9) | | | | | | | 3,897 | | | 135,304(10) | | | 1/1/19 | 11/30/18 | LTIP(3) | | | | 3,328 | 16,642 | 33,284 | | | | 862,222(6) | | | 6/1/19 | 5/8/19 | OPT(4) | | | | | | | | 28,768 | $48.00 | 250,000(7) | | D. Chad Utermark | | | | | | | | | | | | | | | | 6/1/19 | 5/8/19 | RSP(1) | | | | | | | 58,333 | | | 2,799,984(5) | | | | | AIP(8) | 76,080 | 697,400 | 1,521,600 | | | | | | | | | | 3/10/20 | 11/30/18 | AIP(9) | | | | | | | 3,897 | | | 135,304(10) | | | 1/1/19 | 11/30/18 | LTIP(3) | | | | 3,328 | 16,642 | 33,284 | | | | 862,222(6) | | | 6/1/19 | 5/8/19 | OPT(4) | | | | | | | | 28,768 | $48.00 | 250,000(7) | | Leon J. Topalian | | | | | | | | | | | | | | | | 6/1/19 | 5/8/19 | RSP(1) | | | | | | | 58,333 | | | 2,799,984(5) | | | | | AIP(8) | 79,867 | 732,113 | 1,597,338 | | | | | | | | | | 1/1/19 | 11/30/18 | LTIP(3) | | | | 2,969 | 14,844 | 29,688 | | | | 769,068(6) | | | 6/1/19 | 5/8/19 | OPT(4) | | | | | | | | 28,768 | $48.00 | 250,000(7) | | R. Joseph Stratman | | | | | | | | | | | | | | | | 6/1/19 | 5/8/19 | RSP(1) | | | | | | | 58,333 | | | 2,799,984(5) | | | | | AIP(8) | 85,620 | 784,850 | 1,712,400 | | | | | | | | | | 3/10/20 | 11/30/18 | AIP(9) | | | | | | | 9,554 | | | 331,715(10) | | | 1/1/19 | 11/30/18 | LTIP(3) | | | | 3,746 | 18,729 | 37,458 | | | | 970,349(6) | | | 6/1/19 | 5/8/19 | OPT(4) | | | | | | | | 57,537 | $48.00 | 500,000(7) |

  92. Grants of Plan-Based Awards Table

    | (1) Represents RSUs awarded June 1, 2019 under the 2014 Plan. As described in the CD&A above, the majority of these RSUs are performance-based, earned for achievement of ROE during the immediately preceding year. Includes 95,833 performance RSUs for Mr. Ferriola and 52,083 performance RSUs for Messrs. Frias, Hall, Napolitan, Sumoski, Utermark, Topalian and Stratman. |

  93. Grants of Plan-Based Awards Table

    | (2) Mr. Ferriola was eligible to earn a range of performance-based payments under the AIP for the Company’s performance during 2019. The threshold, target and maximum amounts shown are equal to 20%, 150% and 400%, respectively, of his base salary. |

  94. Grants of Plan-Based Awards Table

    | (3) Represents the range of performance-based awards that may be earned under the LTIP for the 2019-2021 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 common stock in March 2022. 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. |

  95. Grants of Plan-Based Awards Table

    | (4) Represents stock options awarded June 1, 2019 under the 2014 Plan. |

  96. Grants of Plan-Based Awards Table

    | (5) The awards have been valued using the June 1, 2019 closing price of Nucor common stock of $48.00. |

  97. Grants of Plan-Based Awards Table

    | (6) The target awards have been valued using the December 31, 2018 closing price of Nucor common stock of $51.81. |

  98. Grants of Plan-Based Awards Table

    | (7) The awards have been valued using a Black-Scholes value of $8.69. |

  99. Grants of Plan-Based Awards Table

    | (8) 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 2019. The threshold, target and maximum amounts shown are equal to 15%, 137.5% and 300%, respectively, of each Executive Officer’s base salary. |

  100. Grants of Plan-Based Awards Table

    | (9) Represents common stock units deferred under the 2019 AIP. The awards were paid in March 2020. |

  101. Grants of Plan-Based Awards Table

    | (10) The awards have been valued using the March 9, 2020 closing price of Nucor common stock of $34.72. |

  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, 2019.

  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 | 266,134 | | 44.51 | 5/31/23 | — | — | 11,194(3) | 629,998 | | | 228,832 | | 50.63 | 5/31/24 | | | 41,103(4) | 2,313,277 | | | 341,588 | | 47.59 | 5/31/25 | | | | | | | 438,596 | | 48.80 | 5/31/26 | | | | | | | 317,208 | | 59.07 | 5/31/27 | | | | | | | 116,124 | | 65.80 | 5/31/28 | | | | | | | 201,380 | | 48.00 | 5/31/29 | | | | | | James D. Frias | 39,920 | | 44.51 | 5/31/23 | 160,058(7) | 9,008,064 | 11,932(3) | 671,533 | | | 34,324 | | 50.63 | 5/31/24 | | | 20,625(4) | 1,160,775 | | | 51,238 | | 47.59 | 5/31/25 | | | | | | | 65,789 | | 48.80 | 5/31/26 | | | | | | | | 47,581(2) | 59.07 | 5/31/27 | | | | | | | | 16,589(5) | 65.80 | 5/31/28 | | | | | | | | 28,768(6) | 48.00 | 5/31/29 | | | | | | Ladd R. Hall | 51,238 | | 47.59 | 5/31/25 | 150,123(8) | 8,448,922 | 10,646(3) | 599,157 | | | 65,789 | | 48.80 | 5/31/26 | | | 18,742(4) | 1,054,800 | | | | 47,581(2) | 59.07 | 5/31/27 | | | | | | | | 16,589(5) | 65.80 | 5/31/28 | | | | | | | | 28,768(6) | 48.00 | 5/31/29 | | | | | | Raymond S. Napolitan, Jr. | 34,324 | | 50.63 | 5/31/24 | 118,092(9) | 6,646,218 | 10,231(3) | 575,801 | | | 51,238 | | 47.59 | 5/31/25 | | | 18,012(4) | 1,013,715 | | | 65,789 | | 48.80 | 5/31/26 | | | | | | | | 47,581(2) | 59.07 | 5/31/27 | | | | | | | | 16,589(5) | 65.80 | 5/31/28 | | | | | | | | 28,768(6) | 48.00 | 5/31/29 | | | | | | David A. Sumoski | 65,789 | | 48.80 | 5/31/26 | 102,520(10) | 5,769,826 | 9,985(3) | 561,956 | | | | 47,581(2) | 59.07 | 5/31/27 | 8,875(11) | 499,485 | 17,260(4) | 971,393 | | | | 16,589(5) | 65.80 | 5/31/28 | | | | | | | | 28,768(6) | 48.00 | 5/31/29 | | | | | | D. Chad Utermark | 34,324 | | 50.63 | 5/31/24 | 111,870(12) | 6,296,044 | 9,985(3) | 561,956 | | | 65,789 | | 48.80 | 5/31/26 | 8,979(13) | 505,338 | 17,260(4) | 971,393 | | | | 47,581(2) | 59.07 | 5/31/27 | 2,486(14) | 139,912 | | | | | | 16,589(5) | 65.80 | 5/31/28 | | | | | | | | 28,768(6) | 48.00 | 5/31/29 | | | | | | Leon J. Topalian | | 47,581(2) | 59.07 | 5/31/27 | 86,495(15) | 4,867,939 | 12,697(3) | 714,587 | | | | 16,589(5) | 65.80 | 5/31/28 | 7,030(16) | 395,648 | 20,195(4) | 1,136,575 | | | | 28,768(6) | 48.00 | 5/31/29 | | | | | | R. Joseph Stratman | 51,238 | | 47.59 | 6/8/20 | — | — | 1,560(3) | 87,797 | | | 65,789 | | 48.80 | 6/8/20 | | | 9,342(4) | 525,768 | | | 47,581 | | 59.07 | 6/8/20 | | | | | | | 16,589 | | 65.80 | 6/8/20 | | | | | | | 57,537 | | 48.00 | 6/8/20 | | | | |

  104. Outstanding Equity Awards at Fiscal Year-End Table

    | (1) The awards have been valued using the December 31, 2019 closing price of Nucor common stock of $56.28. |

  105. Outstanding Equity Awards at Fiscal Year-End Table

    | (2) Represents stock options vesting on June 1, 2020. |

  106. Outstanding Equity Awards at Fiscal Year-End Table

    | (3) Represents the expected number of shares that will be earned under the LTIP for the 2019-2021 performance period valued using the December 31, 2019 closing price of Nucor common stock of $56.28. The expected number of shares that will be earned has been calculated based on performance through December 31, 2019. 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. |

  107. Outstanding Equity Awards at Fiscal Year-End Table

    | (4) Represents the expected number of shares that will be earned under the LTIP for the 2018-2020 performance period valued using the December 31, 2019 closing price of Nucor common stock of $56.28. The expected number of shares that will be earned has been calculated based on performance through December 31, 2019. 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. |

  108. Outstanding Equity Awards at Fiscal Year-End Table

    | (5) Represents stock options vesting on June 1, 2021. |

  109. Outstanding Equity Awards at Fiscal Year-End Table

    | (6) Represents stock options vesting on June 1, 2022. |

  110. Outstanding Equity Awards at Fiscal Year-End Table

    | (7) Represents RSUs vesting as follows: 31,292 units vesting on June 1, 2020; 29,599 units vesting on June 1, 2021; 19,445 units vesting on June 1, 2022; and 79,722 units vesting upon Mr. Frias’ retirement as defined in the CD&A with the prior approval of the Committee. |

  111. Outstanding Equity Awards at Fiscal Year-End Table

    | (8) Represents RSUs vesting as follows: 29,506 units vesting on June 1, 2020; 27,813 units vesting on June 1, 2021; 19,445 units vesting on June 1, 2022; and 73,359 units vesting upon Mr. Hall’s retirement as defined in the CD&A with the prior approval of the Committee. |

  112. Outstanding Equity Awards at Fiscal Year-End Table

    | (9) Represents RSUs vesting as follows: 29,506 units vesting on June 1, 2020; 27,813 units vesting on June 1, 2021; 19,445 units vesting on June 1, 2022; and 41,328 units vesting upon Mr. Napolitan’s retirement as defined in the CD&A with the prior approval of the Committee. |

  113. Outstanding Equity Awards at Fiscal Year-End Table

    | (10) Represents RSUs vesting as follows: 29,506 units vesting on June 1, 2020; 27,813 units vesting on June 1, 2021; 19,445 units vesting on June 1, 2022; and 25,756 units vesting upon Mr. Sumoski’s retirement as defined in the CD&A with the prior approval of the Committee. |

  114. Outstanding Equity Awards at Fiscal Year-End Table

    | (11) Represents restricted stock issued under the LTIP vesting as follows: 3,873 shares vesting on March 10, 2020; 3,116 shares vesting on March 10, 2021 and 1,886 shares vesting on November 30, 2021. |

  115. Outstanding Equity Awards at Fiscal Year-End Table

    | (12) Represents RSUs vesting as follows: 29,506 units vesting on June 1, 2020; 27,813 units vesting on June 1, 2021; 19,445 units vesting on June 1, 2022; and 35,106 units vesting upon Mr. Utermark’s retirement as defined in the CD&A with the prior approval of the Committee. |

  116. Outstanding Equity Awards at Fiscal Year-End Table

    | (13) Represents restricted stock issued under the LTIP vesting as follows: 3,977 shares vesting on March 10, 2020; 3,116 shares vesting on March 10, 2021 and 1,886 shares vesting on March 10, 2022. |

  117. Outstanding Equity Awards at Fiscal Year-End Table

    | (14) Represents common stock units deferred under the AIP vesting on March 7, 2023. |

  118. Outstanding Equity Awards at Fiscal Year-End Table

    | (15) Represents RSUs vesting as follows: 29,506 units vesting on June 1, 2020; 27,813 units vesting on June 1, 2021; 19,445 units vesting on June 1, 2022; and 9,731 units vesting upon Mr. Topalian’s retirement as defined in the CD&A with the prior approval of the Committee. |

  119. Outstanding Equity Awards at Fiscal Year-End Table

    | (16) Represents restricted stock issued under the LTIP vesting as follows: 3,073 shares vesting on March 10, 2020; 2,465 shares vesting on March 10, 2021 and 1,492 shares vesting on March 10, 2022. |

  120. 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 2019. Stock awards vested in 2019 are comprised of restricted stock granted under the LTIP for the performance periods ended December 31, 2015, December 31, 2016, December 31, 2017 and December 31, 2018 and RSUs issued in 2016, 2017 and 2018. Under the LTIP, awards vest over a three-year period unless the executive is age 55 or older, dies or becomes disabled. In 2019, Messrs. Ferriola, Frias, Hall, Napolitan and Stratman were 55 or older and became fully vested upon grant in the restricted shares awarded for the three-year performance period ended December 31, 2018. Messrs. Sumoski, Utermark and Topalian are all under the age of 55; therefore, their restricted shares vest one-third on each of the first three anniversaries of the award date. For Mr. Ferriola and Mr. Stratman, stock awards vested in 2019 also include RSUs that vested upon retirement.

  121. 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 | 152,780 | 3,058,755 | 345,090 | 19,113,962 | | James D. Frias | — | — | 21,136 | 1,087,208 | | Ladd R. Hall | — | — | 18,947 | 978,099 | | Raymond S. Napolitan, Jr. | — | — | 18,030 | 924,877 | | David A. Sumoski | — | — | 14,793 | 737,001 | | D. Chad Utermark | — | — | 14,984 | 748,087 | | Leon J. Topalian | — | — | 12,620 | 627,175 | | R. Joseph Stratman | 34,324 | 218,644 | 171,749 | 8,744,017 |

  122. 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.

  123. 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 | 471,105(2) | 117,777(3) | 169,530 | — | 2,901,721(4) | | Ladd R. Hall | 713,497(5) | 178,375(6) | 117,748 | — | 2,644,489(7) | | Raymond S. Napolitan, Jr. | — | — | 68,105 | — | 857,483(8) | | D. Chad Utermark | 262,827(9) | 65,707(10) | 21,558 | — | 699,461(11) | | R. Joseph Stratman | — | — | 51,668 | — | 650,529(12) |

  124. Nonqualified Deferred Compensation Table

    | (1) Represents the value of the units due to the change in Nucor’s common stock price from $51.81 at December 31, 2018 and $57.79 at March 8, 2019 to $56.28 at December 31, 2019. |

  125. Nonqualified Deferred Compensation Table

    | (2) Represents the value of 8,152 common stock units deferred by Mr. Frias under the 2018 AIP valued using the closing price of Nucor common stock of $57.79 on March 8, 2019, the date the units were issued. |

  126. Nonqualified Deferred Compensation Table

    | (3) Represents the value of 2,038 additional common stock units granted to Mr. Frias as a 25% match of the units deferred under the 2018 AIP. The units have been valued using the closing price of Nucor common stock of $57.79 on March 8, 2019, the date the units were issued. |

  127. Nonqualified Deferred Compensation Table

    | (4) Represents 51,559 deferred units valued using the closing price of Nucor common stock of $56.28 on December 31, 2019. Of the amount shown, $2,208,884 was reported in the Summary Compensation Tables of Nucor proxy statements for previous years. |

  128. Nonqualified Deferred Compensation Table

    | (5) Represents the value of 12,346 common stock units deferred by Mr. Hall under the 2018 AIP valued using the closing price of Nucor common stock of $57.79 on March 8, 2019, the date the units were issued. |

  129. Nonqualified Deferred Compensation Table

    | (6) Represents the value of 3,087 additional common stock units granted to Mr. Hall as a 25% match of the units deferred under the 2018 AIP. The units have been valued using the closing price of Nucor common stock of $57.79 on March 8, 2019, the date the units were issued. |

  130. Nonqualified Deferred Compensation Table

    | (7) Represents 46,988 deferred units valued using the closing price of Nucor common stock of $56.28 on December 31, 2019. Of the amount shown, $2,703,677 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 $59,188, which is equal to the net decrease in value of the deferred units since Mr. Hall began deferring under the AIP. |

  131. Nonqualified Deferred Compensation Table

    | (8) Represents 15,236 deferred units valued using the closing price of Nucor common stock of $56.28 on December 31, 2019. None of the amount shown has been reported in the Summary Compensation Tables of Nucor proxy statements for previous years for Mr. Napolitan. |

  132. Nonqualified Deferred Compensation Table

    | (9) Represents the value of 4,548 common stock units deferred by Mr. Utermark under the 2018 AIP valued using the closing price of Nucor common stock of $57.79 on March 8, 2019, the date the units were issued. |

  133. Nonqualified Deferred Compensation Table

    | (10) Represents the value of 1,137 additional common stock units granted to Mr. Utermark as a 25% match of the units deferred under the 2018 AIP. The units have been valued using the closing price of Nucor common stock of $57.79 on March 8, 2019, the date the units were issued. |

  134. Nonqualified Deferred Compensation Table

    (11) Represents 12,428 deferred units valued using the closing price of Nucor common stock of $56.28 on December 31, 2019. Mr. Utermark was a named executive officer for the first time in 2019; therefore, none of the amount shown has been reported in the Summary Compensation Tables of Nucor proxy statements for previous years. (12) Represents 11,559 deferred units valued using the closing price of Nucor common stock of $56.28 on December 31, 2019. 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 $125,760, which is equal to the net decrease in value of the deferred units since Mr. Stratman began deferring under the AIP.

  135. Post-Termination Compensation Benefits

    and other factors and adjust our executive compensation program as needed. 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. As discussed on page 25, in response to stockholder feedback, the Committee took the following actions e

  136. Post-Termination Compensation Benefits

    ective February 17, 2020 related to post-termination compensation benefits: | • | Eliminated severance benefits. Benefits under the Severance Plan will no longer be provided to EVPs and above, including Executive Officers. Severance be

  137. Post-Termination Compensation Benefits

    fits will no longer be provided to any Executive Officer upon retirement. | | • | Reduced change in control benefits. Compensation paid following termination in the event of a change in control would be limited to a market multiple of base salary and annual incentives. LTIP award amounts will no longer be included in the payout calculation. Cash pay

  138. Post-Termination Compensation Benefits

    nts for RSU grants based on future performance have also been eliminated. | The following discussion and “Post-Termination Payments Summary” table reflect the severance, non-compete and change in control benefits available to executives as of December 31, 2019 and do not reflect the changes described above. Two Executive Officers retired in 2019 and received severance benefits under the post-termination benefit plans in effect in 2019. No severance benefit will be provided upon retirement to any Executive Officer who retires after December 31, 2019. 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. Effective February 17, 2020, Executive Officers will not receive severance benefits upon retirement. No Executive Officer has retired in 2020 and received severance. 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 consider

  139. Post-Termination Compensation Benefits

    excess parachute payments under Section 280G of the Internal Revenue Code. | • | Severance – If terminated within 24 months of a change in control, Executive Officers participating in the 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 Chief Operating 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 the 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 a

  140. Post-Termination Compensation Benefits

    Chief Operating Officer, and 24 months for all other Executive Officers. | | • | 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 c

  141. Post-Termination Compensation Benefits

    e prorated through the date of the executive’s termination of employment. | | • | 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

  142. Post-Termination Compensation Benefits

    ontrol in an amount equal to the greater of actual or target performance. | | • | Acceleration of Unvested Equity – All unvested equity awards under the AIP and the LTIP, including deferred shares, and all outst

  143. Post-Termination Compensation Benefits

    ding unvested stock options and RSUs, will vest upon a change in control. | | • | 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 y

  144. Post-Termination Compensation Benefits

    r for performance during the year of the Executive Officer’s termination. | | • | 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 Officer

  145. Post-Termination Payments Summary

    | Executive Officer | Executive Benefits and Payments Upon Termination | Voluntary Termination ($) | Retirement ($) (1) | Involuntary Not for Cause Termination ($) | For Cause Termination ($) | Disability ($) | Death ($) | Change In Control ($) | | John J. Ferriola | Non-compete–cash | — | 9,744,000 | — | — | — | — | — | | | Severance–cash | — | 3,487,874 | — | — | — | — | — | | | Vesting of restricted stock | — | 16,358,592 | — | — | — | — | — | | | Vesting of stock options | — | 1,667,426 | — | — | — | — | — | | | Restricted stock units–cash | — | — | — | — | — | — | — | | | Pro-rata LTIP | — | — | — | — | — | — | — | | | Benefits and perquisites | — | — | — | — | — | — | — | | | Total | — | 31,257,892 | — | — | — | — | — | | James D. Frias | Non-compete–cash | 4,072,992 | 4,072,992 | 4,072,992 | 4,072,992 | 4,072,992 | — | 4,072,992 | | | Severance–cash | 1,437,243 | 1,437,243 | 1,437,243 | — | 1,437,243 | 1,437,243 | 7,556,496 | | | Vesting of restricted stock | — | 9,008,064 | — | — | 9,008,064 | 9,008,064 | 9,008,064 | | | Vesting of stock options | — | 238,199 | — | — | 238,199 | 238,199 | 238,199 | | | Restricted stock units–cash | — | — | — | — | — | — | 1,081,200 | | | Pro-rata LTIP | — | — | — | — | — | — | 149,236 | | | Benefits and perquisites | — | — | — | — | — | — | 38,208 | | | Total | 5,510,235 | 14,756,498 | 5,510,235 | 4,072,992 | 14,756,498 | 10,683,506 | 22,144,395 | | Ladd R. Hall | Non-compete–cash | 3,634,176 | 3,634,176 | 3,634,176 | 3,634,176 | 3,634,176 | — | 3,634,176 | | | Severance–cash | 1,737,946 | 1,737,946 | 1,737,946 | — | 1,737,946 | 1,737,946 | 5,425,620 | | | Vesting of restricted stock | — | 8,448,922 | — | — | 8,448,922 | 8,448,922 | 8,448,922 | | | Vesting of stock options | — | 238,199 | — | — | 238,199 | 238,199 | 238,199 | | | Restricted stock units–cash | — | — | — | — | — | — | 862,400 | | | Pro-rata LTIP | — | — | — | — | — | — | 133,158 | | | Benefits and perquisites | — | — | — | — | — | — | 38,169 | | | Total | 5,372,122 | 14,059,243 | 5,372,122 | 3,634,176 | 14,059,243 | 10,425,067 | 18,780,644 | | Raymond S. Napolitan, Jr. | Non-compete–cash | 3,492,384 | 3,492,384 | 3,492,384 | 3,492,384 | 3,492,384 | — | 3,492,384 | | | Severance–cash | 1,012,693 | 1,012,693 | 1,012,693 | — | 1,012,693 | 1,012,693 | 5,179,422 | | | Vesting of restricted stock | — | 6,646,218 | — | — | 6,646,218 | 6,646,218 | 6,646,218 | | | Vesting of stock options | — | 238,199 | — | — | 238,199 | 238,199 | 238,199 | | | Restricted stock units–cash | — | — | — | — | — | — | 862,400 | | | Pro-rata LTIP | — | — | — | — | — | — | 127,962 | | | Benefits and perquisites | — | — | — | — | — | — | 25,498 | | | Total | 4,505,077 | 11,389,494 | 4,505,077 | 3,492,384 | 11,389,494 | 7,897,110 | 16,572,083 | | David A. Sumoski | Non-compete–cash | — | — | — | — | — | — | — | | | Severance–cash | 1,018,509 | — | 1,018,509 | — | 1,018,509 | 1,018,509 | 5,024,059 | | | Vesting of restricted stock | — | — | — | — | 6,495,944 | 6,495,944 | 6,495,944 | | | Vesting of stock options | — | — | — | — | 238,199 | 238,199 | 238,199 | | | Restricted stock units–cash | — | — | — | — | — | — | 862,400 | | | Pro-rata LTIP | — | — | — | — | 834,914 | 834,914 | 959,799 | | | Benefits and perquisites | — | — | — | — | — | — | 39,663 | | | Total | 1,018,509 | — | 1,018,509 | — | 8,587,566 | 8,587,566 | 13,620,064 | | D. Chad Utermark | Non-compete–cash | — | — | — | — | — | — | — | | | Severance–cash | 1,180,407 | — | 1,180,407 | — | 1,180,407 | 1,180,407 | 5,024,059 | | | Vesting of restricted stock | — | — | — | — | 7,167,907 | 7,167,907 | 7,167,907 | | | Vesting of stock options | — | — | — | — | 238,199 | 238,199 | 238,199 | | | Restricted stock units–cash | — | — | — | — | — | — | 862,400 | | | Pro-rata LTIP | — | — | — | — | 834,914 | 834,914 | 959,799 | | | Benefits and perquisites | — | — | — | — | — | — | 40,703 | | | Total | 1,180,407 | — | 1,180,407 | — | 9,421,427 | 9,421,427 | 14,293,067 | | Leon J. Topalian | Non-compete–cash | — | — | — | — | — | — | — | | | Severance–cash | 1,367,431 | — | 1,367,431 | — | 1,367,431 | 1,367,431 | 7,380,539 | | | Vesting of restricted stock | — | — | — | — | 5,421,227 | 5,421,227 | 5,421,227 | | | Vesting of stock options | — | — | — | — | 238,199 | 238,199 | 238,199 | | | Restricted stock units–cash | — | — | — | — | — | — | 862,400 | | | Pro-rata LTIP | — | — | — | — | 995,912 | 995,912 | 1,154,734 | | | Benefits and perquisites | — | — | — | — | — | — | 57,214 | | | Total | 1,367,431 | — | 1,367,431 | — | 8,022,769 | 8,022,769 | 15,114,313 | | R. Joseph Stratman | Non-compete–cash | — | 3,835,776 | — | — | — | — | — | | | Severance–cash | — | 1,414,172 | — | — | — | — | — | | | Vesting of restricted stock | — | 7,723,054 | — | — | — | — | — | | | Vesting of stock options | — | 163,405 | — | — | — | — | — | | | Restricted stock units–cash | — | — | — | — | — | — | — | | | Pro-rata LTIP | — | — | — | — | — | — | — | | | Benefits and perquisites | — | — | — | — | — | — | — | | | Total | — | 13,136,407 | — | — | — | — | — |

  146. Pay Ratio Disclosure

    Pay Ratio Disclosure The SEC rules require that we provide a comparison of the 2019 annual total compensation of John J. Ferriola, our CEO at December 31, 2019, to the annual total compensation of the individual identified as our median paid employee. For purposes of providing the comparison in accordance with the SEC rules, we identified a “median employee” and compared Mr. Ferriola’s annual total compensation to that of the median employee. For 2019, our last completed fiscal year:

  147. Pay Ratio Disclosure

    | • | Mr. Ferriola’s annual total compensation was $19,099,582. |

  148. Pay Ratio Disclosure

    | • | Our median employee’s annual total compensation was $87,573. |

  149. Pay Ratio Disclosure

    | • | The ratio of Mr. Ferriola’s annual total compensation to our median employee’s annual total compensation was 218 to 1. |

  150. 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 the 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. The 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 originally used in 2017, as described below. However, the median paid employee identified in 2017 had a material change in compensation due to promotion in 2018. As such, in 2018, we identified another employee from the 2017 methodology whose compensation is substantially similar to the original median paid employee to serve as the median paid employee for the 2018 and 2019 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 the 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:

  151. 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 |

  152. 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 the 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 had a material change in compensation, we identified an employee substantially similar to the 2017 median employee for use in the pay ratio calculation for 2018 and 2019.