DEF 14A of Commercial Metals Co, Nov 21, 2023

DEF 14A of Commercial Metals Co

Filed Nov 21, 2023 · FY20230001193125-23-281081

Open on EDGAR

  1. To Be Held On January 10, 2024

    To Be Held On January 10, 2024 This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Commercial Metals Company (“we,” “CMC,” or the “Company”) for use at the Annual Meeting to be held on Wednesday, January 10, 2024 at 10:00 a.m., Central Standard Time, in CMC Hall at CMC’s corporate headquarters at 6565 North MacArthur Boulevard, 9th Floor, Irving, Texas 75039, and at any and all postponements or adjournments of the Annual Meeting. The approximate date on which this proxy statement and accompanying proxy card are first being made available to stockholders is November 21, 2023. In accordance with rules and regulations adopted by the SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials to our stockholders on the Internet. You will not receive a printed copy of the proxy materials, unless you specifically request a printed copy. Instead, on or about November 21, 2023, we will mail to our stockholders a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy materials and annual report on the Internet. The Notice Regarding the Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice Regarding the Availability of Proxy Materials will also instruct you as to how you may submit your proxy on the Internet. Shares represented by each proxy, if properly executed and returned to us prior to the Annual Meeting in accordance with the instructions in the accompanying proxy card and the Notice Regarding the Availability of Proxy Materials, will be voted as directed, but if not otherwise specified, will be voted as follows:

  2. To Be Held On January 10, 2024

    | • | FOR Proposal 1 – the election of the three director nominees named in this proxy statement; |

  3. To Be Held On January 10, 2024

    | • | FOR Proposal 2 – the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2024; |

  4. To Be Held On January 10, 2024

    | • | FOR Proposal 3 – the proposal to approve, on an advisory basis, the compensation of our named executive officers; and |

  5. To Be Held On January 10, 2024

    | • | ONE YEAR for Proposal 4 – the advisory vote on the frequency of future advisory votes on executive compensation. |

  6. To Be Held On January 10, 2024

    A stockholder executing a proxy may revoke it at any time before it is voted (or in the case of voting by telephone or Internet, prior to the close of voting) by giving written notice to the Corporate Secretary of the Company, by subsequently executing and delivering a new proxy or by voting in person at the Annual Meeting. Stockholders of record can simplify their voting and reduce our cost by voting their shares via telephone or the Internet. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares and to confirm that their instructions have been properly recorded. If a stockholder’s shares are held in the name of a bank, broker, trust or other nominee, the availability of telephone and Internet voting will depend upon the voting processes of the bank, broker, trust or other nominee. Accordingly, stockholders should follow the voting instructions on the form they receive from their bank, broker, trust or other nominee. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS Stockholders who elect to vote via telephone or the Internet may incur telecommunications and Internet access charges and other costs for which they are solely responsible. Instructions for voting via telephone or the Internet are contained in the Notice Regarding the Availability of Proxy Materials you received. Only stockholders of record as of the close of business on November 13, 2023 are entitled to notice of and to attend and/or vote at the Annual Meeting or any adjournments of the Annual Meeting. A complete list of stockholders entitled to vote at the Annual Meeting will be available for examination at our principal executive office located at 6565 North MacArthur Boulevard, Suite 800, Irving, Texas 75039 for a period of 10 days prior to the Annual Meeting. The list of stockholders will also be available for inspection at the Annual Meeting and may be inspected by any stockholder for any purpose germane to the Annual Meeting. Proof of ownership of CMC common stock, as well as a form of government-issued photo identification, must be presented in order to be admitted to the Annual Meeting. If your shares are held in the name of a bank, broker, trust or other nominee, you must bring a legal proxy or other proof from that bank, broker, trust or other nominee granting you authority to vote your shares directly at the Annual Meeting. This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.

  7. To Be Held On January 10, 2024

    | Date and Time January 10, 2024 10:00 a.m. CST | Location CMC Hall, 9th Floor 6565 North MacArthur Blvd. Irving, Texas 75039 | | Record Date November 13, 2023 | Voting Stockholders as of the close of business on the record date are entitled to vote. Each share of common stock entitles the holder thereof to one vote for each director to be elected and one vote for each of the other matters to be voted upon. |

  8. To Be Held On January 10, 2024

    | Voting Matters | Page | Board Vote Recommendation | | Proposal 1 Election of Directors | 18 | FOR each of our Board’s Director Nominees | | Proposal 2 Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm | 74 | FOR | | Proposal 3 Advisory vote on executive compensation | 76 | FOR | | Proposal 4 Advisory vote on the frequency of future advisory votes on executive compensation | 77 | ONE YEAR |

  9. To Be Held On January 10, 2024

    | Significant Developments | | • Our Board appointed a new President and CEO as part of the Company’s formal succession plan. • We updated our branding, including our logo, to better reflect our expansion into new markets and our broader product offerings. • We achieved significant progress on executing our strategic growth plan, including the commissioning of our Arizona 2 micro mill, the groundbreaking of our Steel West Virginia micro mill and the execution of six strategic acquisitions valued at approximately $235 million. |

  10. To Be Held On January 10, 2024

    Fiscal Year 2023 Highlights

  11. To Be Held On January 10, 2024

    | Another Exceptional Year |

  12. To Be Held On January 10, 2024

    | $1.3B | Record Annual Cash Flow From Operating Activities |

  13. To Be Held On January 10, 2024

    | $859.8M | Net Earnings |

  14. To Be Held On January 10, 2024

    | $1.46B | Core EBITDA(1) |

  15. To Be Held On January 10, 2024

    | $101M | Shares Repurchased under $350M Buyback Program |

  16. To Be Held On January 10, 2024

    | Record Employee Safety Performance |

  17. To Be Held On January 10, 2024

    | 114 CMC facilities had no recordable injuries in fiscal year 2023 |

  18. To Be Held On January 10, 2024

    | (1) “Core EBITDA” is a non-GAAP measure. Please refer to Appendix A for more information. |

  19. To Be Held On January 10, 2024

    | Director Nominee Highlights | | | | VICKI L. AVRIL-GROVES Retired – Former President and CEO of IPSCO Tubulars, Inc. Age: 69 Director Since: 2014 Committees: •●● Other Public Company Boards: 2 | JOHN R. MCPHERSON Former EVP and Chief Financial & Strategy Officer of Vulcan Materials Co. Age: 55 Director Since: 2022 Committees: ●● Other Public Company Boards: None | BARBARA R. SMITH Executive Chairman of the Board of CMC Age: 64 Director Since: 2017 Other Public Company Boards: 1 |

  20. To Be Held On January 10, 2024

    | Continuing Director Highlights |

  21. To Be Held On January 10, 2024

    | LISA M. BARTON President and COO of Alliant Energy Corp. Age: 58 Director Since: 2020 Committees: •● ● Other Public Company Boards: None | PETER R. MATT President and CEO of CMC Age: 61 Director Since: 2020 Other Public Company Boards: None | GARY E. MCCULLOUGH Retired – Former CEO of ARI Packaging, Inc. Age: 64 Director Since: 2021 Committees: •●● Other Public Company Boards: 1 | | SARAH E. RAISS ◆ Retired – Former EVP, Corporate Services of TransCanada Corp. Age: 66 Director Since: 2011 Committees: ●● Other Public Company Boards: 2 | CHARLES L. SZEWS Retired – Former President and CEO of Oshkosh Corp. Age: 66 Director Since 2014 Committees: •●● Other Public Company Boards: 1 | ROBERT S. WETHERBEE Board Chair and CEO of ATI Inc. Age: 64 Director Since: 2023 Committees: ●● Other Public Company Boards: 1 | | ◆ Lead Director • Committee Chair ● Audit Committee ● Compensation Committee ● Finance Committee ● Nominating and Corporate Governance Committee | | |

  22. Aligning Pay and Performance

    | (2) Relative Total Stockholder Return (“Relative TSR”) performance and PSU payouts are for the three-year period ended August 31, 2023. |

  23. Compensation Governance Practices

    | ✓ | Independent executive compensation consultant |

  24. Compensation Governance Practices

    | ✓ | Double trigger vesting upon a change in control for equity awards |

  25. Compensation Governance Practices

    | ✓ | Multiple performance metrics and multi-year vesting timeframes, emphasizing Adjusted Earnings (Comp), Adjusted EBITDA (Comp), ROICC and Relative TSR measures |

  26. Compensation Governance Practices

    | ✓ | At least 50% of long-term incentive awards are in the form of PSUs |

  27. Compensation Governance Practices

    | ✓ | Double trigger for market-based severance upon a change in control |

  28. Compensation Governance Practices

    | × | No dividend equivalents on stock options |

  29. Compensation Governance Practices

    | × | No tax gross-up reimbursement payments to our executives for excise taxes on payments received in connection with a change in control or under Section 409A of the Internal Revenue Code (the “Code”) |

  30. Compensation Governance Practices

    | × | No guaranteed incentive bonus payments |

  31. Compensation Governance Practices

    | × | No repricing of stock options without stockholder approval |

  32. Compensation Governance Practices

    | × | No acceleration of vesting upon retirement for equity awards |

  33. OWNERS AND MANAGEMENT

    | (1) Includes 27,525 deferred restricted stock units (“RSUs”) that Ms. Avril-Groves has elected to have distributed not more than 60 days immediately following termination of service. |

  34. OWNERS AND MANAGEMENT

    | (2) Includes 5,324 deferred RSUs that Mr. McPherson has elected to have distributed not more than 60 days immediately following termination of service and 5,000 shares of common stock owned indirectly through a limited partnership. |

  35. OWNERS AND MANAGEMENT

    | (3) Includes 15,977 deferred RSUs that Ms. Raiss has elected to have distributed not more than 60 days immediately following termination of service and 2,492 RSUs vesting on January 11, 2024. |

  36. OWNERS AND MANAGEMENT

    | (5) Includes 2,492 RSUs vesting within 60 days of November 13, 2023 and 48,826 deferred RSUs to be distributed not more than 60 days immediately following termination of service. |

  37. Information about our Board and the Director Nominees

    Information about our Board and the Director Nominees Our certificate of incorporation divides our Board into three classes. Our Board currently consists of nine directors with three directors in each class. The term of office of our current Class II directors expires at the Annual Meeting. There are three Class II director nominees standing for election at the Annual Meeting. The term of the Class II directors elected at the Annual Meeting ends at the 2027 annual meeting of stockholders. The term of the Class III directors ends at the 2025 annual meeting of stockholders, and the term of the Class I directors ends at the 2026 annual meeting of stockholders. Proxies cannot be voted for the election of more than three persons to our Board at the Annual Meeting. Each director nominee named in this proxy statement has consented to being named in this proxy statement and to serve if elected. If any director nominee is unable to serve or for good cause will not serve, the shares represented by the proxies will be voted for the person, if any, designated by our Board to replace such director nominee. However, CMC has no reason to believe that any director nominee will be unavailable. All of the director nominees, as well as the continuing directors, plan to attend the Annual Meeting.

  38. Changes to our Board During 2023

    Changes to our Board During 2023 In connection with our Board’s succession planning, and in anticipation of the retirement of J. David Smith from our Board at the 2023 annual meeting of stockholders, the Nominating and Corporate Governance Committee initiated a search process to select qualified director candidates. In its evaluation of potential director candidates, the Nominating and Corporate Governance Committee took into account many factors, including each candidate’s: general understanding of elements relevant to the success of a large publicly traded company in the current business environment; understanding of our business, industry and markets; educational and professional background; and ethics, integrity, values, inquisitive and objective perspectives, practical wisdom, judgment and availability. The Nominating and Corporate Governance Committee evaluated potential candidates in the context of our Board as a whole, with the objective of recommending a director candidate that would be the most likely to drive the success of the business and represent the long-term interest of our stockholders. Selected candidates were interviewed through a series of meetings with directors and executive management. A background review of the ultimate candidate was conducted by an independent professional agency specializing in the performance of such background reviews. As a result of this process, the Nominating and Corporate Governance Committee selected Robert S. Wetherbee from a slate of qualified candidates and recommended him to our Board for appointment. On February 9, 2023, our Board voted to increase the size of our Board from eight to nine directors (and to increase the size of Class I from two to three directors) and to appoint Mr. Wetherbee as a Class I director effective March 21, 2023. Further, in accordance with the Company’s formal succession planning process and in connection with her retirement as Chief Executive Officer of the Company, Ms. Smith was appointed Executive Chairman of the Board, effective September 1, 2023. The following table sets forth information about the director nominees and the continuing directors.

  39. Director Nominees

    Director Nominees

  40. Class II – Term to Expire in 2027

    Class II – Term to Expire in 2027

  41. Class II – Term to Expire in 2027

    | Vicki L. Avril-Groves From 2008 to 2013, Ms. Avril-Groves served as President and Chief Executive Officer of IPSCO Tubulars, Inc. (“IPSCO”), a manufacturer of tubular products. Ms. Avril-Groves served in various capacities at IPSCO from 2004 to 2007, including Senior Vice President, IPSCO Tubular Operations, and Senior Vice President and Chief Financial Officer. She served as Senior Vice President and Chief Financial Officer of Wallace Computer Services, Inc. from 2001 to 2003. Prior thereto, Ms. Avril-Groves served in a variety of roles at Inland Steel Industries Inc. from 1976 to 1998 before being named Vice President Finance and Chief Financial Officer in 1998. | Retired – Former President and Chief Executive Officer of IPSCO Tubulars, Inc. Age Director Since 69 2014 Other Current Public Directorships • Greif, Inc. • Finning International, Inc. Former Public Directorships • Global Brass and Copper Holdings, Inc. Committees • Compensation (Chair) • Finance | | Qualifications Ms. Avril-Groves brings to the Board extensive management and leadership experience in the metals, distribution and manufacturing industries. This includes vast experience in both the fully integrated and the scrap-based electric arc furnace steel industry. Ms. Avril-Groves has strong business acumen with substantial expertise in mergers and acquisitions, strategy, restructuring, finance and accounting through her Chief Executive Officer and Chief Financial Officer experience. Ms. Avril-Groves is currently a director of two other publicly traded manufacturing companies. In addition, she is a 2017 NACD Governance Fellow. | | | Barbara R. Smith Ms. Smith has served as Executive Chairman of the Board since September 1, 2023. Ms. Smith previously served as CMC’s President and Chief Executive Officer from September 2017 to April 2023, CMC’s Chief Executive Officer from April 2023 to August 2023 and Chairman of the Board since January 2018. Prior thereto, Ms. Smith served as CMC’s President and Chief Operating Officer from January 2017 to September 2017, Chief Operating Officer from January 2016 to January 2017, and Senior Vice President and Chief Financial Officer from May 2011 to January 2016. Prior to joining CMC, Ms. Smith served as Vice President and Chief Financial Officer of Gerdau Ameristeel Corporation, a mini mill steel producer, from July 2007 to May 2011, after joining Gerdau Ameristeel Corporation as Treasurer in July 2006. From February 2005 to July 2006, she served as Senior Vice President and Chief Financial Officer of FARO Technologies, Inc., a developer and manufacturer of 3-D measurement and imaging systems. From 1981 to 2005, Ms. Smith was employed by Alcoa Inc. (“Alcoa”), a producer of primary aluminum, fabricated aluminum and alumina, where she held a variety of financial leadership positions. | Executive Chairman of the Board of CMC Age Director Since 64 2017 Other Current Public Directorships • Comerica Incorporated Former Public Directorships • Mineral Technologies, Inc. | | Qualifications As CMC’s former President and Chief Executive Officer, Ms. Smith has in-depth knowledge of CMC’s business, employees, customers, investors, strategy, operations and financial position, which enables her to provide important contributions to strengthen CMC’s operations, strategy, growth and long-range plans. Ms. Smith has a significant level of financial expertise, as well as extensive operational and strategic experience developed during her tenure at CMC and other international organizations. She also brings to the Board over 40 years of domestic and international manufacturing experience, virtually all of which was spent in the metals and mining industries. | |

  42. Class II – Term to Expire in 2027

    | John R. McPherson Mr. McPherson served as the Executive Vice President and Chief Financial & Strategy Officer of Vulcan Materials Company (“Vulcan Materials”), a publicly traded company principally engaged in the production, distribution and sale of construction materials and industrial and specialty chemicals, from 2014 until 2018, as President of its East Region from 2012 until 2014 and as Senior Vice President, Strategy & Business Development from 2011 until 2012. Prior to joining Vulcan Materials, Mr. McPherson served from 1995 until 2011 in a variety of roles with McKinsey & Company, Inc. (“McKinsey”), including from 2007 through 2011 as a director (senior partner). From 1990 until 1993 Mr. McPherson worked with Goldman Sachs & Company as an investment banker. | Former Executive Vice President and Chief Financial & Strategy Officer of Vulcan Materials Company Age Director Since 55 2022 Former Public Directorships • Forterra, Inc. Committees • Audit • Finance | | Qualifications As a former Chief Financial Officer, Mr. McPherson brings to the Board a comprehensive understanding of public company finance. Mr. McPherson also has extensive knowledge of audit, risk, compliance and public company reporting requirements. Mr. McPherson’s years of experience as a consultant at McKinsey and as head of strategy at Vulcan Materials enable him to make valuable contributions to the oversight and implementation of the Company’s strategic objectives. | | | Directors Continuing in Office | | | Class III – Term to Expire in 2025 | | | Lisa M. Barton Ms. Barton is the President and Chief Operating Officer of Alliant Energy Corporation, a public utility holding company. From 2021 to 2022, she served as Executive Vice President and Chief Operating Officer for American Electric Power Company, Inc. (“AEP”), one of the largest electric energy companies in the U.S. From 2019 through 2020, Ms. Barton was Executive Vice President – Utilities for AEP. From 2011 through 2018, Ms. Barton served as Executive Vice President – AEP Transmission. During her tenure at AEP, she established AEP Transmission Holding Company and its affiliates, oversaw transmission operations, and grew and managed an $18 billion asset base. Prior to joining AEP, Ms. Barton worked for Northeast Utilities, Ransmeier and Spellman and Strategic Energy LLC. | President and Chief Operating Officer of Alliant Energy Corporation* Age Director Since 58 2020 Committees • Nominating and Corporate Governance (Chair) • Compensation * Ms. Barton has been appointed Chief Executive Officer of Alliant Energy Corporation effective January 1, 2024. | | Qualifications Ms. Barton brings to the Board extensive business knowledge and strong leadership, managerial and strategic experience gained through her various roles at Alliant Energy Corporation and AEP. Her experience as an executive of publicly traded companies provides our Board with experience in the areas of financial planning and oversight, leadership, business planning and operations, financial and risk management, safety management systems, customer and regulatory matters and strategic planning. Ms. Barton’s active participation in national forums on the subject of energy policy and her knowledge of cyber and physical security matters provides our Board with valuable insight into these areas as well. | |

  43. Class II – Term to Expire in 2027

    | Gary E. McCullough From 2014 to 2017, Mr. McCullough served as Chief Executive Officer of ARI Packaging, Inc., an innovative provider of packaging solutions. From 2007 to 2011, Mr. McCullough was President, Chief Executive Officer and a member of the board of directors of Career Education Corporation. Prior thereto, Mr. McCullough served as President of Abbott Laboratories’ Ross Products Division. Before joining Abbott Laboratories, Mr. McCullough served as Senior Vice President-Americas for Wm. Wrigley Jr. Company and spent 13 years at The Procter & Gamble Company in brand and general management roles. Mr. McCullough also served as an Infantry Officer in the U.S. Army for five years, beginning as a Second Lieutenant and rising to the rank of Captain. | Retired – Former Chief Executive Officer of ARI Packaging, Inc. Age Director Since 64 2021 Other Current Public Directorships • TRANSDIGM Group, Inc. Former Public Directorships • Career Education Corporation • Sherwin-Williams Company Committees • Finance (Chair) • Compensation | | Qualifications Mr. McCullough brings to the Board significant executive and managerial expertise gained from experiences in various roles as a Chief Executive Officer, president and senior executive with market-leading consumer and commercial companies. Mr. McCullough has significant experience in strategic planning and execution, organizational integration and financial matters. His service on the boards of directors of other publicly traded companies provides our Board with a broad range of perspectives valuable to the further implementation of our overall strategy. | | | Charles L. Szews From 2012 to 2015, Mr. Szews served as Chief Executive Officer of Oshkosh Corporation (“Oshkosh”), a designer, manufacturer and marketer of specialty vehicles and vehicle bodies. Mr. Szews also served at Oshkosh as President and Chief Executive Officer from 2011 to 2012, as President and Chief Operating Officer from 2007 to 2011 and as Executive Vice President and Chief Financial Officer from 1997 to 2007. Prior to joining Oshkosh, Mr. Szews held a series of executive positions with Fort Howard Corporation for eight years. Prior to Fort Howard Corporation, Mr. Szews was an auditor with Ernst & Young serving in various offices and capacities over a ten-year period. | Retired – Former President and Chief Executive Officer of Oshkosh Corporation Age Director Since 66 2014 Other Current Public Directorships • Group 1 Automotive, Inc. Former Public Directorships • Allegion plc • Oshkosh Corporation • Gardner Denver, Inc. • Rowan Companies plc • Valaris plc Committees • Audit (Chair) • Nominating and Corporate Governance | | Qualifications As the former Chief Executive Officer of a large publicly traded corporation, Mr. Szews brings to the Board chief executive leadership experience, as well as extensive financial, audit, operational, strategic planning, and mergers and acquisition experience gained from serving in a variety of roles throughout his career. Mr. Szews’ previous and current board positions on other publicly traded companies have provided him with many years of audit committee experience, including as chair. In addition, he brings vast experience in manufacturing, technology and international markets that will provide knowledge and insight into our Company’s global operations. | |

  44. Class I – Term to Expire in 2026

    Class I – Term to Expire in 2026

  45. Class I – Term to Expire in 2026

    | Peter R. Matt Mr. Matt has served as the President and Chief Executive Officer of CMC since September 1, 2023 and previously served as President of CMC from April 2023 to August 2023. Prior to joining CMC, Mr. Matt served as Executive Vice President and Chief Financial Officer of Constellium N.V. (“Constellium”), a global aluminum fabrication company from 2016 to 2023. Prior to joining Constellium, Mr. Matt served as a Managing Partner for Tumpline Capital, LLC from 2015 to 2016. From 1985 to 2015, he held various leadership positions with Credit Suisse. | President and Chief Executive Officer of CMC Age Director Since 61 2020 | | Qualifications Mr. Matt brings to the Board a wealth of financial, strategic and executive managerial experience. He has previously helped engineer the turnaround of a global manufacturing company with extensive work on corporate and operational finance, financial planning, strategy, governance and a range of other public company topics. Over his 30 years as a banker, he worked closely with a wide range of industrial companies, including a number of steel companies, across a range of financial and strategic products including: asset finance, restructuring, public and private debt and equity securities and a variety of mergers and acquisitions transactions. | | | Sarah E. Raiss Ms. Raiss was employed by TransCanada Corporation (“TransCanada”), a North American energy infrastructure company, from 1999 to 2011, most recently serving as Executive Vice President, Corporate Services, from 2002 to 2011. Prior to joining TransCanada, Ms. Raiss served in various engineering, operations, strategic planning and marketing positions in the telecommunications industry at Ameritech Corporation and its subsidiary, Michigan Bell. | Retired – Former Executive Vice President, Corporate Services of TransCanada Corporation Age Director Since 66 2011* Other Current Public Directorships • Loblaw Companies • RB Global, Inc. Former Public Directorships • Vermillion Energy • Canadian Oil Sands Ltd. • MicroPlanet Technologies Corporation, a TSX Venture Exchange Company • Shoppers Drug Mart Committees • Audit • Nominating and Corporate Governance * Lead Director since January 2022 | | Qualifications Ms. Raiss brings to the Board strong business acumen and business management experience, as well as functional expertise in strategic planning, merger integration, human resources and corporate governance, all gained through her management and board experiences at significant industrial enterprises. Her service as Executive Vice President, Corporate Services of TransCanada and director of various publicly traded companies provide our Board with additional perspective on corporate strategy and operations. Ms. Raiss was recognized on the 2015 NACD Directorship 100 list. In addition, Ms. Raiss has received an Institute of Corporate Directors (“ICD”) professional designation and is a 2020 ICD Fellow. | |

  46. Class I – Term to Expire in 2026

    | Robert S. Wetherbee Since July 1, 2023, Mr. Wetherbee has served as Board Chair and Chief Executive Officer of ATI, Inc. (“ATI”), a publicly traded global producer of high-performance specialty materials and solutions for the global aerospace and defense markets, and critical applications in electronics, medical and specialty energy. Mr. Wetherbee was appointed Chief Executive Officer, President and a member of the board of directors of ATI in 2019 and became Board Chair in 2021. Mr. Wetherbee previously served as Executive Vice President of ATI Flat Rolled Products Group from 2015 until 2018, and was the President of ATI Flat Rolled Products from 2014 until 2015. Prior to that, Mr. Wetherbee served as President and Chief Executive Officer of Minerals Technologies, Inc., a publicly traded, technology-driven specialty minerals company, from 2013 until 2014. He previously served as President of ATI’s tungsten business from 2010 until 2012, following a 29-year career with Alcoa in roles of increasing responsibility. | Board Chair and Chief Executive Officer of ATI Inc. Age Director Since 64 2023 Other Current Public Directorships • ATI Inc. Committees • Compensation • Finance | | Qualifications As Board Chair and Chief Executive Officer of a publicly traded company, Mr. Wetherbee brings to the Board substantial experience in executive leadership, public company governance, business development and strategic planning. Over the course of his career, Mr. Wetherbee has held a variety of senior management positions and has obtained significant experience with respect to mergers and acquisitions, operational matters, implementation of new technologies, and value creating initiatives. With over 30 years of experience in the metals industry and an established track record of driving organic growth and delivering sustainable profitability, Mr. Wetherbee provides our Board with valuable industry insights and meaningful strategic guidance. | |

  47. Class I – Term to Expire in 2026

    There is no family relationship between any of the directors, executive officers, or any director nominee. Vote Required Directors are elected by a majority of votes cast, and cumulative voting is not permitted. Our Board recommends a vote FOR the election of the nominees for director: Vicki L. Avril-Groves, John R. McPherson and Barbara R. Smith. Corporate Governance Practices. Because corporate governance practices evolve over time, our Board reviews and approves our Corporate Governance Guidelines, committee charters and other governance policies at least once a year and updates them as necessary and appropriate. Our Board is guided by our Corporate Governance Guidelines, which address director responsibilities, director access to management and independent advisors, director orientation and continuing education, director retirement and the annual performance evaluations of our Board and its committees, among other things. The Corporate Governance Guidelines also direct that the Nominating and Corporate Governance Committee consider the periodic rotation of committee members and committee chairs as a means of introducing fresh perspectives and broadening and diversifying the views and experience represented on the committees of our Board. Director Independence. Our Board has determined, after considering all of the relevant facts and circumstances, that Mses. Avril-Groves, Barton and Raiss and Messrs. McCullough, McPherson, Szews and Wetherbee are independent, as “independent” is defined by the NYSE listing standards, because they have no direct or indirect material relationship with us (either directly or indirectly as a partner, stockholder or officer of an organization that has a relationship with us) that would cause the independence requirements of the NYSE listing standards not to be satisfied. Board Leadership Structure. Our Nominating and Corporate Governance Committee, as well as our full Board when appropriate, regularly evaluate the leadership structure of our Board to determine what arrangement is most appropriate for the Company and its stockholders. Our Board believes that it is important to maintain flexibility to determine the appropriate leadership structure based on Company circumstances at the time, and that our directors are best positioned to lead this evaluation given their unique insight into our business, leadership team, culture, and opportunities. Our Board is led by Barbara R. Smith, who became Executive Chairman of the Board on September 1, 2023, after serving as our President and CEO from September 2017 to April 2023 and our CEO from April 2023 to August 31, 2023. She has been a director of the Company since September 2017 and became Chairman of the Board in January 2018. Sarah E. Raiss has served as our Lead Director since January 2022. We do not have a fixed policy as to whether the offices of Chairman of the Board and CEO should be vested in the same person or two different people. Prior to Ms. Smith retiring as CEO in September 2023, the Board had determined that the most effective leadership structure was having Ms. Smith serve in both roles, coupled with a Lead Director, independent chairs for our committees and regularly scheduled executive sessions of the non-employee and independent directors. In connection with the recent implementation of the CEO succession plan, our Board determined that splitting the roles of CEO and Executive Chairman of the Board is the most appropriate allocation of roles at this time. Accordingly, when Mr. Matt assumed the role of CEO on September 1, 2023, Ms. Smith assumed the role of Executive Chairman of the Board. As Executive Chairman of the Board, Ms. Smith provides ongoing guidance, mentorship and support to the CEO, assists with the leadership transition and consults on the setting and implementation of the Company’s strategy and business plan. Because Ms. Smith is not independent, our Board also retained the role of Lead Director, with Ms. Raiss continuing to serve in that role. As discussed further below, the Lead Director is responsible for providing leadership to our Board when circumstances arise in which the joint role of Chairman and CEO may be, or may be perceived to be, in conflict, or where the Chairman is otherwise not considered independent. Our Board believes that this allocation of roles helps to maintain strong Board oversight and provides the Company and our Board with leadership stability and continuity during the leadership transition. Ms. Smith’s continued service as Executive Chairman of the Board also reflects our Board’s confidence in her leadership and vision for the Company and recognizes Ms. Smith’s accomplishments during her tenure. In addition, this structure provides Mr. Matt with the benefit of Ms. Smith’s valuable insight and guidance based on her extensive experience with the Company. Our Board also believes that maintaining the role of Lead Director promotes greater management accountability and ensures that directors have an independent contact on matters of concern to them. Lead Director. The independent directors shall, when the Executive Chairman of the Board is also an employee of the Company or otherwise not qualified as independent, consider it appropriate to designate, by a majority of votes cast, an independent director as Lead Director. The independent members of our Board in consultation with the Nominating and Corporate Governance Committee (excluding any directors considered as potential candidates for the position of Lead Director) determined to appoint Sarah E. Raiss to serve as Lead Director for a term of up to four years effective January 12, 2022. The responsibilities of the Lead Director include:

  48. Class I – Term to Expire in 2026

    | • | convening and presiding over executive sessions attended only by independent and non-employee directors; |

  49. Class I – Term to Expire in 2026

    | • | communicating to the CEO the substance of discussions held during those sessions to the extent requested by the participants; |

  50. Class I – Term to Expire in 2026

    | • | serving as a liaison between the Executive Chairman of the Board and our Board’s independent directors on sensitive issues and otherwise when appropriate; |

  51. Class I – Term to Expire in 2026

    | • | consulting with the Executive Chairman of the Board on meeting schedules and agendas; |

  52. Class I – Term to Expire in 2026

    | • | consulting with the Executive Chairman of the Board regarding materials to be sent to our Board; |

  53. Class I – Term to Expire in 2026

    | • | consulting with the Executive Chairman of the Board to assure the effectiveness of our Board meeting process; |

  54. Class I – Term to Expire in 2026

    | • | presiding at meetings of our Board in the event of the Executive Chairman of the Board’s absence; |

  55. Class I – Term to Expire in 2026

    | • | monitoring and coordinating with management on corporate governance issues and developments; and |

  56. Class I – Term to Expire in 2026

    | • | being available to advise committee chairpersons in fulfilling their designated roles and responsibilities to the Board. |

  57. Class I – Term to Expire in 2026

    The Lead Director is also available to receive direct communications from stockholders, in the manner described below, and may periodically, as directed by our Board, be asked to speak for CMC or perform other responsibilities. Board’s Role in Risk Oversight. Our Board is responsible for overseeing our risk management processes. Management is principally responsible for defining, identifying and assessing the various risks facing CMC, formulating enterprise risk management policies and procedures and managing our risk exposures on a day-to-day basis. Our Risk Committee, comprised of the members of our executive leadership team, directs this process. Enterprise risks, including ESG risks, are identified and prioritized by the Risk Committee, and each risk is assigned by our Board to a Board committee or the full Board for oversight, depending on the nature of the risk. The Risk Committee provides an annual risk assessment, with periodic updates, as appropriate, to our Board or the applicable Board committee, and our Board or Board committee, as the case may be, assesses the risks and reviews options for risk mitigation presented by the Risk Committee, which includes determining a response strategy and monitoring progress on those strategies. Our Vice President, Strategy, Government Affairs and Sustainability, Senior Vice President, Chief Legal Officer and Corporate Secretary, and Senior Vice President, Chief Human Resources and Communications Officer, along with other members of management as appropriate, provide our Board and its committees with regular updates on ESG topics, including the Company’s progress toward our short-term and long-term goals. The following shows the allocation of risk oversight among the Board and its committees:

  58. Significant Committee Functions

    | Audit Committee Our Board has a standing Audit Committee that performs the activities more fully described in the Audit Committee Report on page 72. All members of the Audit Committee are financially literate under NYSE standards. Mr. Matt served on the Audit Committee through April 9, 2023, when he was appointed President of the Company. | Members Mr. Szews (Chair) Mr. McPherson Ms. Raiss Meetings in 2023: 5 • All members are independent | | Compensation Committee Our Board has a standing Compensation Committee that is responsible for the matters described in the Compensation Committee’s charter, including (i) annually reviewing and approving corporate goals and objectives relevant to the compensation of the CEO and the other executive officers, (ii) evaluating the performance of the CEO and the other executive officers in light of those goals and objectives and (iii) determining and approving the CEO’s compensation based on this evaluation as well as setting the compensation of the other executive officers following a review with the CEO of the CEO’s evaluation, recommendations and decisions as to the performance and compensation of the other executive officers. Additional responsibilities of the Compensation Committee are: • assisting our Board in the discharge of its responsibilities relating to the establishment, administration and monitoring of fair and competitive compensation and benefits programs for our executive officers and other executives; • making recommendations to our Board with respect to incentive compensation plans, equity-based plans and other compensation and benefits programs; • administering CMC’s incentive compensation, stock option, and other equity-based plans; and • reviewing and making recommendations to our Board regarding any employment, severance, change in control or separation agreement, or any deferred compensation arrangement, to be entered into with any executive officer. Mr. Smith served on the Compensation Committee during fiscal year 2023 until his retirement from our Board at the 2023 annual meeting of stockholders. Mr. Wetherbee joined the Compensation Committee on March 21, 2023. For further discussion of the Compensation Committee’s role in determining executive officer compensation, the role of executive officers in determining or recommending the amount or form of executive compensation and the Compensation Committee’s engagement and use of an independent third-party compensation consultant, please see the “Compensation Discussion and Analysis” section beginning on page 33 of this proxy statement. | Members Ms. Avril-Groves (Chair) Ms. Barton Mr. McCullough Mr. Wetherbee Meetings in 2023: 5 • All members are independent |

  59. Alignment Between Executive Pay and Company Performance

    Alignment Between Executive Pay and Company Performance The Compensation Committee designs compensation programs to align the actions of our NEOs with the long-term interests of our stockholders based on the fundamental philosophy to pay for performance. Our incentive plans are designed to focus our executives on several key performance indicators that allow us to execute our three key objectives set forth above. Specifically, payouts under the Commercial Metals Company 2013 Cash Incentive Plan (“Annual Cash Incentive Plan”) are determined based on Adjusted Earnings (Comp) and ROICC (each as defined below) and vesting of performance-based stock units (“PSUs”) is based on Adjusted EBITDA (Comp) and Relative TSR (each as defined below). Strong financial performance in fiscal year 2023 resulted in above target payouts under the Annual Cash Incentive Plan and PSUs.

  60. Alignment Between Executive Pay and Company Performance

    | (2) Relative Total Stockholder Return (“Relative TSR”) performance and PSU payouts are for the three-year period ended August 31, 2023. |

  61. Compensation Governance Practices

    | ✓ | Independent executive compensation consultant |

  62. Compensation Governance Practices

    | ✓ | Double trigger vesting upon a change in control for equity awards |

  63. Compensation Governance Practices

    | ✓ | Multiple performance metrics and multi-year vesting timeframes, emphasizing Adjusted Earnings (Comp), Adjusted EBITDA (Comp), ROICC and Relative TSR measures |

  64. Compensation Governance Practices

    | ✓ | At least 50% of long-term incentive awards are in the form of PSUs |

  65. Compensation Governance Practices

    | ✓ | Double trigger for market-based severance upon a change in control |

  66. Compensation Governance Practices

    | × | No dividend equivalents on stock options |

  67. Compensation Governance Practices

    | × | No tax gross-up reimbursement payments to our executives for excise taxes on payments received in connection with a change in control or under Section 409A of the Code |

  68. Compensation Governance Practices

    | × | No repricing of stock options without stockholder approval |

  69. Compensation Governance Practices

    | × | No acceleration of vesting upon retirement for equity awards |

  70. Compensation Objectives and Principles

    | Objective | How We Accomplish this Objective | | Attract and Retain Top-Caliber Talent | • Offer median base salaries and competitive employee benefits coupled with meaningful short- and long-term “variable” incentives | | | • Benchmark executive compensation against a peer group of appropriately sized competitors for executive talent | | | • Provide long-term incentive vehicles with multi-year vesting periods | | Pay-for-Performance | • A significant portion of executive potential compensation is based upon our financial performance | | | • Annual Cash Incentive Bonus (as defined below) is based solely on financial goals | | | • Long-term incentive grants are 60% performance-based for the CEO and 50% performance-based for the other NEOs | | Align Executive and Stockholder Interests | • A significant portion of executive pay is delivered in the form of long-term incentives that track the Company’s stock price in addition to financial goals | | | • 25% of PSUs vest based on Relative TSR which requires CMC to have strong total stockholder return (“TSR”) relative to peers |

  71. Role of Peer Companies

    Role of Peer Companies

  72. Compensation Peer Group

    Compensation Peer Group Our executive compensation program is designed so that base pay and total short- and long-term compensation is competitive with market practices. Market practices, or benchmarks, are based on peer group data and compensation survey data. FW Cook assisted the Compensation Committee with its review of the compensation peer group for continued appropriateness for fiscal year 2023 purposes, considering the comparability of the peer companies in terms of industry focus, size, scope and complexity of operations. In the compensation peer group used for setting pay in fiscal year 2023, the Compensation Committee removed Navistar, as it was acquired, and replaced it with Radius Recycling (formerly Schnitzer Steel INDS-CL A). The Compensation Committee also uses compensation survey data in its evaluation of compensation for the NEOs. Survey data provides insight into positions that may not generally be reported in proxy statements and information about the compensation of executives of non-public companies. To assist the Compensation Committee in evaluating fiscal year 2023 compensation levels, the Compensation Committee reviewed information from the following surveys: Willis Towers Watson CDB Executive Reports and FW Cook Executive Survey. For purposes of this Compensation Discussion and Analysis, the compensation peer group data and compensation survey data are collectively referred to as “Peer Data.”

  73. Performance Peer Group

    Performance Peer Group The performance peer group is used to measure Relative TSR performance for purposes of the PSU program. Similar to the compensation peer group, with the assistance of FW Cook, the Compensation Committee reviews the performance peer group on an annual basis for continued appropriateness. For the purposes of the fiscal years 2023-2025 PSUs, Arconic was removed, as it was acquired in August 2023. The companies included in the fiscal years 2023-2025 performance peer group were chosen by the Compensation Committee based on recommendations from FW Cook, with management input. Our performance peer group is broader than our compensation peer group as it is focused more on our competitors for investor capital, and is less bound by revenue size, which is a driver of pay levels in the compensation peer group. The following table illustrates the list of our compensation and performance peers:

  74. Performance Peer Group

    | Company | Compensation Peer | Performance Peer | | Alcoa Corp. | X | X | | Allegheny Technologies, Inc. | X | X | | Arcosa | X | | | Carpenter Technology Corp. | X | X | | Cleveland-Cliffs, Inc. | X | X | | Eagle Materials, Inc. | | X | | Martin Marietta Materials | X | X | | MasTec | X | | | Nucor Corp. | X | X | | Olympic Steel | | X | | Oshkosh Corp. | X | | | Radius Recycling (formerly Schnitzer Steel INDS-CL A) | X | X | | Reliance Steel & Aluminum Co | X | X | | Ryerson Holdings | | X | | Silgan Holdings Inc. | X | | | Steel Dynamics, Inc. | X | X | | Terex | X | | | The Timken Company | X | | | TimkenSteel Corp. | | X | | Trinity Industries | X | | | United States Steel Corp. | X | X | | Vulcan Materials Co. | | X | | Worthington Industries | X | X |

  75. Compensation Mix: Components and Objectives of Short- and Long-Term Compensation

    Compensation Mix: Components and Objectives of Short- and Long-Term Compensation In accordance with our overall compensation philosophy and program, our executives are provided with a mix of base salary, short-term incentives, long-term incentives and employee benefits. As shown in the charts below, our compensation philosophy places a significant portion of the potential compensation for each NEO “at risk” such that compensation will vary based on CMC’s performance.

  76. Annual Cash Incentive Bonus

    Annual Cash Incentive Bonus

  77. Role of the Annual Cash Incentive Bonus

    Role of the Annual Cash Incentive Bonus The purpose of the Annual Cash Incentive Plan is to advance the interests of CMC and our stockholders by:

  78. Role of the Annual Cash Incentive Bonus

    | • | providing those employees designated by the Compensation Committee (which may include NEOs, other senior executives, senior level employees and other employees) incentive compensation tied to pre-established and objective performance goals; |

  79. Role of the Annual Cash Incentive Bonus

    | • | providing competitive compensation to attract, motivate and retain outstanding employees who achieve superior performance; |

  80. Role of the Annual Cash Incentive Bonus

    | • | identifying and rewarding superior performance; and |

  81. Role of the Annual Cash Incentive Bonus

    | • | fostering accountability and teamwork throughout CMC. |

  82. Goal-Setting Process

    Goal-Setting Process The Compensation Committee establishes appropriate performance periods, designates those executives eligible to participate, sets the level of potential awards and determines the financial targets or other performance measures which, if attained, result in payment of awards (the “performance goals”). Management may periodically make recommendations as to these matters, but the Compensation Committee makes all decisions with respect to the implementation of the Annual Cash Incentive Plan. The performance period for the annual bonus (the “Annual Cash Incentive Bonus”) is our fiscal year. The fiscal year 2023 Annual Cash Incentive Bonus was tied to Adjusted Earnings (Comp) and ROICC. The Compensation Committee believes these metrics focus the executives on effectively utilizing our assets, maximizing operational efficiencies, and seeking profitable growth opportunities. In November 2022, the Compensation Committee established fiscal year 2023 financial performance goals that aligned with CMC’s fiscal year 2023 operating plan. The operating plan, which is approved annually by the Finance Committee, is established based on a rigorous financial review process that incorporates an analysis of macroeconomic conditions and a bottom-up process completed by each operating division. Key inputs include:

  83. Goal-Setting Process

    The Compensation Committee established Adjusted Earnings (Comp) and ROICC targets for fiscal year 2023 that aligned with CMC’s fiscal year 2023 operating plan. Due to market uncertainty, as well as record performance levels in fiscal year 2022, the fiscal year 2023 targets were set higher than the fiscal year 2022 targets, but lower than the Company’s fiscal year 2022 actual performance. The table below sets forth each NEO’s fiscal year 2023 threshold, target and maximum bonus opportunities, expressed as a percentage of base pay.

  84. 2023 Annual Cash Incentive Bonus Opportunity

    2023 Annual Cash Incentive Bonus Opportunity

  85. Expressed as a Percentage of Base Pay for Fiscal Year 2023

    | (1) Ms. Smith’s target bonus opportunity was increased from 135% in fiscal year 2022 to 140% in fiscal year 2023 based upon Peer Data. |

  86. Expressed as a Percentage of Base Pay for Fiscal Year 2023

    | (2) The amount presented is Mr. Matt’s annual base pay, but his actual target bonus opportunity was prorated based on his service during fiscal year 2023. |

  87. Expressed as a Percentage of Base Pay for Fiscal Year 2023

    | (3) Mr. Lawrence’s target bonus opportunity was increased from 80% in fiscal year 2022 to 90% in fiscal year 2023 based upon Peer Data. |

  88. Expressed as a Percentage of Base Pay for Fiscal Year 2023

    | (4) Mses. Absher’s and Durbin’s target bonus opportunities were increased from 70% in fiscal year 2022 to 75% in fiscal year 2023 based upon Peer Data and internal pay equity. |

  89. 2023 Annual Cash Incentive Bonus Performance Goals

    2023 Annual Cash Incentive Bonus Performance Goals The following table sets forth the fiscal year 2023 financial performance goals applicable to each NEO under the Annual Cash Incentive Plan, as well as actual performance. Payouts for performance in between performance levels are determined using straight line interpolation.

  90. 2023 Annual Cash Incentive Bonus Performance Goals

    | Commercial Metals Company | Weighting | Threshold | Target | | Maximum | Actual Performance | | Adjusted Earnings (Comp)(1) | 50% | $515 million | $757 million | | $999 million | $831 million | | ROICC(2) | 50% | 13.2% | 17.9% | | 22.1% | 18.5% | | Financial Performance Payout Factor | | | | 122.5% | | |

  91. 2023 Annual Cash Incentive Bonus Performance Goals

    | (1) Adjusted Earnings (Comp) is a non-GAAP financial measure. Please refer to Appendix A for reconciliations and other information. |

  92. 2023 Annual Cash Incentive Bonus Performance Goals

    | (2) ROICC is a non-GAAP financial measure. Please refer to Appendix A for reconciliations and other information. |

  93. 2023 Annual Cash Incentive Bonus Performance Goals

    Fiscal year 2023 was a strong year for financial performance. Adjusted Earnings (Comp) and ROICC performance were lower than fiscal year 2022 but still represented the second best year of financial performance in the Company’s history. As a result, our bonus payouts were above target (122.5% of target) but lower than fiscal year 2022 (200% of target).

  94. 2023 Annual Cash Incentive Bonus Payouts

    2023 Annual Cash Incentive Bonus Payouts The table below shows the payouts received by each NEO for fiscal year 2023 performance. The payouts (as a percentage of target) for the NEOs were consistent with those for other employees whose bonuses were also determined based on these financial measures.

  95. 2023 Annual Cash Incentive Bonus Payouts

    | Executive | Payout ($) | Payout (% of Target) | | Barbara R. Smith | $2,023,582 | 122.5% | | Peter R. Matt(1) | $389,322 | 122.5% | | Paul J. Lawrence | $689,000 | 122.5% | | Ty L. Garrison | $597,739 | 122.5% | | Jody K. Absher | $454,756 | 122.5% | | Jennifer J. Durbin | $454,756 | 122.5% |

  96. 2023 Annual Cash Incentive Bonus Payouts

    | (1) Mr. Matt’s bonus payout was prorated based on his time of service during fiscal year 2023. |

  97. Long-Term Incentive Program

    Long-Term Incentive Program Through our long-term incentive program, we provide senior executives, including participating NEOs, the opportunity for equity awards contingent on the attainment of multi-year performance goals. Acting in concert, the Annual Cash Incentive Bonus and the long-term incentive programs provide balanced cash incentives and equity incentives that we believe reward executive focus on delivering both financial results and long-term growth. The target long-term incentive awards are designed to achieve, when combined with base salary and the target Annual Cash Incentive Bonus, total compensation at approximately the 50th percentile of Peer Data.

  98. Fiscal Year 2023 Long-Term Incentive Program

    Fiscal Year 2023 Long-Term Incentive Program In fiscal year 2023, each NEO received a long-term incentive package consisting of the amounts below.

  99. Fiscal Year 2023 Long-Term Incentive Program

    | Executive | Target (% of Salary) | Target ($) | PSU Weighting | RSU Weighting | | Barbara R. Smith | 500% | $5,900,000 | 60% | 40% | | Peter R. Matt(1) | 300% | $2,400,000 | 50% | 50% | | Paul J. Lawrence(2) | 200% | $1,250,000 | 50% | 50% | | Ty L. Garrison(2) | 200% | $1,220,000 | 50% | 50% | | Jody K. Absher | 150% | $742,500 | 50% | 50% | | Jennifer J. Durbin | 150% | $742,500 | 50% | 50% |

  100. Fiscal Year 2023 Long-Term Incentive Program

    | (1) Mr. Matt received a long-term incentive award prorated for service as President of $1,200,000 and an additional $2,200,000 as a buyout of compensation lost from his prior employer. |

  101. Fiscal Year 2023 Long-Term Incentive Program

    | (2) Messrs. Lawrence’s and Garrison’s long-term incentive targets increased from 175% in fiscal year 2022 to 200% in fiscal year 2023 based upon Peer Data. |

  102. Restricted Stock Units (RSUs)

    Restricted Stock Units (RSUs) The RSU awards granted in fiscal year 2023 vest ratably over a three-year period and will be settled in shares of CMC common stock.

  103. Performance Share Units (PSUs)

    Performance Share Units (PSUs) The PSU awards granted in fiscal year 2023 are eligible to vest at the end of a three-year performance period, which runs from September 1, 2022 to August 31, 2025, and will be settled in shares of Company common stock based 75% on Adjusted EBITDA (Comp) and 25% based on Relative TSR. The Compensation Committee believes that such metrics are aligned with CMC’s long-term business plan and long-term stockholders’ interests.

  104. Adjusted EBITDA (Comp) Portion of PSUs (75%)

    Adjusted EBITDA (Comp) Portion of PSUs (75%) In each year of the performance period, the Compensation Committee sets an Adjusted EBITDA (Comp) goal based on the business plan and performance is measured on a cumulative basis as compared to the target level. If a positive ROICC is not attained over the three-year performance period, then under the terms of the award agreements, none of the PSU awards subject to the Adjusted EBITDA (Comp) metric will vest, regardless of the Adjusted EBITDA (Comp) performance achieved. The payout formula is intended to encourage strong, focused performance, with each performance level representing what the Compensation Committee deemed to be stretch, but attainable performance goals given the economic and market conditions at the time the goals were set. The table below sets forth the vesting percentage and payout levels for the portion of the PSU awards that vest based on Adjusted EBITDA (Comp) performance over the three-year performance period ending August 31, 2025. The Adjusted EBITDA (Comp) target for fiscal year 2023, which is the first year in the three-year performance period, was $1.289 billion, and CMC achieved $1.367 billion of Adjusted EBITDA (Comp) in fiscal year 2023.

  105. 2023-2025 Adjusted EBITDA (Comp) Performance vs. Target

    | | Adjusted EBITDA (Comp) Metric | | | | | Threshold (70% of Target) | Target (100%) | Maximum (130% of Target) | | Percent of PSUs to Vest | 50% | 100% | 200% |

  106. Relative TSR Portion of PSUs (25%)

    Relative TSR Portion of PSUs (25%) The following table sets forth the vesting percentage and payout levels for the portion of the PSU award that vests based on Relative TSR performance over the three-year performance period ending August 31, 2025.

  107. Relative TSR Portion of PSUs (25%)

    | | TSR Metric | | | | | Threshold >/=P30 | Target >/=P50 | Maximum >/=P70 | | Percent of PSUs to Vest | 50% | 100% | 200% |

  108. Fiscal Year 2021-2023 Long-Term Incentive Programs

    Fiscal Year 2021-2023 Long-Term Incentive Programs For the PSUs granted on October 13, 2020 to all of the then-serving NEOs, the awards were settled based on CMC’s achievement of Adjusted EBITDA (Comp), ROICC and Relative TSR performance over the three-year performance period ending August 31, 2023 as follows:

  109. Fiscal Year 2021-2023 Long-Term Incentive Programs

    | | Performance Metric | | | | | Cumulative Adjusted EBITDA (Comp) | ROICC | TSR Ranking | | Target | $2.413 billion | Positive | 44th percentile | | Actual | $3.601 billion | 20.9% | 85th percentile | | Adjusted EBITDA (Comp) Payout: 200% Relative TSR Payout: 85% | | | |

  110. Retirement and Non-qualified Deferred Compensation Programs

    Retirement and Non-qualified Deferred Compensation Programs Retirement Plan: The primary tax qualified long-term compensation retirement plan we have for our employees in the United States is the Commercial Metals Companies Retirement Plan (the “401(k) Plan”). The 401(k) Plan is a defined contribution plan and all Company contributions to the plan are discretionary. Please see footnote 6 to the fiscal year 2023 Summary Compensation Table beginning on page 47 for more detailed information. Benefit Restoration Plan: As a result of limitations mandated by federal tax law and regulations that limit defined contribution plan retirement benefits of more highly compensated employees, CMC provides the Benefit Restoration Plan (“BRP”), a non-qualified plan for certain executives, including each of the NEOs, designated by the Compensation Committee, who are subject to federally mandated benefit limits in the 401(k) Plan. Following each calendar year-end, we credit to the participant’s account under the BRP a dollar amount equal to the amount of Company contributions that the participant would have received under the 401(k) Plan, but for the limits imposed by law on Company contributions to that plan. A BRP participant may also elect to defer up to 50% of his or her base salary and Annual Cash Incentive Bonus into his or her BRP account under which CMC provides a match on the elected deferrals up to 4.5% of the participant’s BRP-eligible compensation. The Compensation Committee believes that the BRP is an important element of our long-term compensation program in order to help attract and retain talent in a competitive market. Please see footnote 6 to the fiscal year 2023 Summary Compensation Table beginning on page 47 for more detailed information.

  111. Termination, Severance and Change in Control Benefits

    Termination, Severance and Change in Control Benefits As of August 31, 2023, the employment agreements with each of our NEOs provide severance benefits upon a qualifying termination of employment. In addition, we have entered into Executive Employment Continuity Agreements (“EECAs”) with each of the NEOs, which provide for enhanced severance benefits in the event of a qualifying termination of employment within two years following a Change in Control (as defined in such agreements). The termination provisions included in the employment agreements and EECAs are further described below in the “Potential Payments and Benefits Upon Termination or Change in Control” section beginning on page 52. The Compensation Committee believes the payments provided for under the employment agreements and EECAs upon a qualifying termination of employment to be reasonable in light of the non-competition obligations imposed upon the NEOs post-termination and in order to ensure that we have the continued attention and dedication of the executives during circumstances that could result in a Change in Control. Finally, the Annual Cash Incentive Plan provides that in the event of a Change in Control, the Compensation Committee has discretion to take such action as it determines to be in the best interest of the Company to determine the extent to which incentive compensation is considered earned and payable during any performance period.

  112. Clawback Policy

    Clawback Policy The Compensation Committee has adopted a clawback policy, effective as of September 11, 2023, that complies with the NYSE’s clawback rules promulgated under SEC Rule 10D-1. Under this policy, in the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any such financial reporting requirement, the policy requires that the Compensation Committee, to the extent legally permitted and pursuant to the terms of the policy, recover from current and former executive officers and Section 16 officers any cash bonuses paid pursuant to the Annual Cash Incentive Plan, any PSUs granted pursuant to the 2013 Long-Term Equity Incentive Plan, and any other cash bonuses or equity awards that are granted, earned or vest based wholly or in part on the attainment of a financial reporting measure as defined in the NYSE’s clawback rules. The amount subject to recovery is the excess of the incentive compensation received based on the erroneous data over the incentive compensation that would have been received had it been based on the restated results.

  113. Fiscal Year 2023 Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Barbara R. Smith Executive Chairman, Former President and Chief Executive Officer | 2023 | $1,171,539 | $ — | $6,184,205 | $— | $2,023,582 | $224,299 | $9,603,625 | | | 2022 | $1,117,308 | $ — | $5,825,836 | $— | $3,037,500 | $226,997 | $10,207,641 | | | 2021 | $1,075,000 | $ — | $4,859,240 | $— | $2,902,500 | $217,512 | $9,054,252 | | Peter R. Matt(7) President and Chief Executive Officer | 2023 | $307,692 | $200,000 | $3,420,865 | $— | $389,322 | $94,306 | $4,412,185 | | | 2022 | $— | $ — | $— | $— | $— | $— | $— | | | 2021 | $— | $ — | $— | $— | $— | $— | $— | | Paul J. Lawrence Senior Vice President, Chief Financial Officer | 2023 | $620,385 | $ — | $1,294,742 | $— | $689,000 | $91,873 | $2,696,000 | | | 2022 | $591,923 | $ — | $1,067,116 | $— | $952,000 | $93,509 | $2,704,548 | | | 2021 | $571,154 | $ — | $1,003,035 | $— | $862,500 | $86,351 | $2,523,040 | | Ty L. Garrison(7) Senior Vice President, Operational and Commercial Excellence | 2023 | $607,692 | $ — | $1,263,679 | | $597,739 | $89,693 | $2,558,803 | | | 2022 | $591,923 | $ — | $1,067,116 | $— | $892,500 | $293,697 | $2,845,236 | | | 2021 | $— | $ — | $— | $— | $— | $— | $— | | Jody K. Absher Senior Vice President, Chief Legal Officer and Corporate Secretary | 2023 | $491,154 | $ — | $769,063 | $— | $454,756 | $74,399 | $1,789,372 | | | 2022 | $459,231 | $ — | $722,523 | $— | $658,000 | $69,590 | $1,909,344 | | | 2021 | $390,000 | $ — | $398,716 | $— | $480,000 | $60,589 | $1,329,306 | | Jennifer J. Durbin Senior Vice President, Chief Human Resources and Communications Officer | 2023 | $491,154 | $ — | $769,063 | $— | $454,756 | $72,940 | $1,787,913 | | | 2022 | $459,231 | $ — | $722,523 | $— | $658,000 | $69,705 | $1,909,459 | | | 2021 | $384,616 | $ — | $398,716 | $— | $480,000 | $56,342 | $1,319,674 |

  114. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table and footnotes provide information regarding grants of plan based awards to NEOs in fiscal year 2023.

  115. Grants of Plan Based Awards in Fiscal Year 2023

    Grants of Plan Based Awards in Fiscal Year 2023

  116. Grants of Plan Based Awards in Fiscal Year 2023

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Barbara R. Smith | 10/10/2022 | $826,000 | $1,652,000 | $3,304,000 | 44,383 | 88,766 | 177,532 | — | $3,885,731 | | | 10/10/2022 | $— | $— | $— | — | — | — | 59,178 | $2,298,474 | | Peter R. Matt | 4/10/2023 | $158,920 | $317,840 | $635,680 | 17,857 | 35,714 | 71,428 | — | $1,763,736 | | | 4/10/2023 | $— | $— | $— | — | — | — | 35,714 | $1,657,130 | | Paul J. Lawrence | 10/10/2022 | $281,250 | $562,500 | $1,125,000 | 7,836 | 15,672 | 31,344 | — | $686,041 | | | 10/10/2022 | $— | $— | $— | — | — | — | 15,672 | $608,701 | | Ty L. Garrison | 10/10/2022 | $244,000 | $488,000 | $976,000 | 7,648 | 15,296 | 30,592 | — | $669,582 | | | 10/10/2022 | $— | $— | $— | — | — | — | 15,296 | $594,097 | | Jody K. Absher | 10/10/2022 | $185,625 | $371,250 | $742,500 | 4,655 | 9,309 | 18,618 | — | $407,501 | | | 10/10/2022 | $— | $— | $— | — | — | — | 9,309 | $361,562 | | Jennifer J. Durbin | 10/10/2022 | $185,625 | $371,250 | $742,500 | 4,655 | 9,309 | 18,618 | — | $407,501 | | | 10/10/2022 | $— | $— | $— | — | — | — | 9,309 | $361,562 |

  117. Grants of Plan Based Awards in Fiscal Year 2023

    | (1) Represents the Annual Cash Incentive Bonus under the Annual Cash Incentive Plan. The Annual Cash Incentive Plan and the terms of these awards are described in the section entitled “Annual Cash Incentive Bonus” on page 39. |

  118. Grants of Plan Based Awards in Fiscal Year 2023

    | (2) Represents PSUs granted under CMC’s 2013 Long-Term Equity Incentive Plan, with 75% of the PSUs vesting based on CMC’s achievement of financial performance goals relating to Adjusted EBITDA (Comp) and ROICC, and 25% of the PSUs vesting based on CMC’s TSR performance compared to the TSR peer group. The performance period for the PSUs granted on October 10, 2022 commenced on September 1, 2022 and will |

  119. Grants of Plan Based Awards in Fiscal Year 2023

    | continue through August 31, 2025. The 2023-2025 long-term incentive program is described in further detail in the section entitled “Long-Term Incentive Program” on page 41. |

  120. Grants of Plan Based Awards in Fiscal Year 2023

    | (3) Represents RSUs granted under CMC’s 2013 Long-Term Equity Incentive Plan that vest ratably over three years from the date of grant, subject to the NEO’s continued employment through the applicable vesting date. |

  121. Grants of Plan Based Awards in Fiscal Year 2023

    | (4) Represents the grant date fair value of PSUs and RSUs awarded in fiscal year 2023 and calculated in accordance with FASB ASC Topic 718. The grant date fair value for the portion of the PSUs that vest based on Adjusted EBITDA (Comp) and ROICC performance was based on the probable outcome of the performance-based vesting conditions as of the grant date. The grant date fair value for the portion of the PSUs that vest based on Relative TSR performance was based on the probable outcome of the market-based vesting condition and the application of a Monte Carlo simulation model. Assumptions used in determining these values can be found in Note 13 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K, which was filed with the SEC on October 12, 2023. |

  122. Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table Each NEO was party to an employment agreement during fiscal year 2023. The agreements generally have an initial term of one year (with the exception of Ms. Smith’s agreement, which had an initial term of two years), with automatic one-year renewals thereafter unless terminated by either party. The employment agreements set forth a minimum annual base salary and provide that each executive is eligible to earn a bonus under our compensation program but has no guaranteed bonus amount. Each executive is also eligible to participate in or receive benefits under any plan or arrangement made generally available to our employees. Please see the narrative and tables included in the “Potential Payments and Benefits Upon Termination or Change in Control” section on pages 52 through 60 for a description of the compensation that would be paid to the NEOs in the event of their termination following a Change in Control, as well as other events resulting in termination of employment. As discussed below, (i) we entered into an employment and transition agreement with Ms. Smith in connection with her appointment as Executive Chairman of the Board, effective September 1, 2023, which amended, restated and superseded her prior employment agreement and (ii) we entered into amended and restated employment agreements with Messrs. Garrison and Lawrence and Mses. Absher and Durbin, in each case effective October 13, 2023. Material terms of the grants of plan based awards are described on pages 39 through 41 where we have discussed the Annual Cash Incentive Bonus and pages 41 through 43 where we have discussed the long-term incentive awards. The fiscal year 2023 long-term incentive awards for our NEOs consisted of time-based RSUs and PSUs, with 75% of the PSUs vesting based on CMC’s achievement of financial performance goals related to Adjusted EBITDA (Comp) and ROICC and 25% of the PSUs vesting based on CMC’s TSR performance compared to the performance peer group. The percentage of salary and bonus (as noted in the Non-Equity Incentive Plan Compensation column) of each of the NEOs as compared to the total compensation in the Fiscal Year 2023 Summary Compensation Table is as follows: Ms. Smith (33%), Mr. Matt (20%), Mr. Lawrence (49%), Mr. Garrison (47%), Ms. Absher (53%), and Ms. Durbin (53%).

  123. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table and footnotes provide information regarding PSUs and RSUs outstanding as of the end of fiscal year 2023. As of August 31, 2023, none of our NEOs held outstanding options or stock appreciation rights (“SARs”). The market value of units that have not vested was determined by multiplying the closing market price of our common stock on August 31, 2023 on the NYSE, $56.29, by the number of units that have not vested.

  124. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End

  125. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested | | Name | | | | | | Barbara R. Smith | 27,995(1) | $1,575,839 | — | $— | | | 46,570(2) | $2,621,425 | 209,562(3) | $11,796,245 | | | 59,178(4) | $3,331,130 | 177,532(5) | $9,993,276 | | Peter R. Matt | 35,714(6) | $2,010,341 | 71,428(7) | $4,020,682 | | | — | $— | — | $— | | | — | $— | — | $— | | Paul J. Lawrence | 7,280(1) | $409,791 | — | $— | | | 10,777(2) | $606,637 | 32,326(3) | $1,819,631 | | | 15,672(4) | $882,177 | 31,344(5) | $1,764,354 | | Ty L. Garrison | 5,697(1) | $320,684 | — | $— | | | 10,777(2) | $606,637 | 32,326(3) | $1,819,631 | | | 15,296(4) | $861,012 | 30,592(5) | $1,722,024 | | Jody K. Absher | 2,894(1) | $162,903 | — | $— | | | 7,297(2) | $410,748 | 21,888(3) | $1,232,076 | | | 9,309(4) | $524,004 | 18,618(5) | $1,048,007 | | Jennifer J. Durbin | 2,894(1) | $162,903 | — | $— | | | 7,297(2) | $410,748 | 21,888(3) | $1,232,076 | | | 9,309(4) | $524,004 | 18,618(5) | $1,048,007 |

  126. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Represents RSUs granted on October 13, 2020, with one-third of the award vested one year after the date of grant, one-third of the award vested two years after the date of grant and the remaining one-third vesting three years after the date of grant. |

  127. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) Represents RSUs granted on October 12, 2021, with one-third of the award vested one year after the date of grant, one-third of the award vesting two years after the date of grant and the remaining one-third vesting three years after the date of grant. |

  128. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) In accordance with the SEC executive compensation reporting rules, represents the maximum level of PSUs granted on October 12, 2021, with 75% of the PSUs vesting based on the Company’s achievement of performance goals relating to Adjusted EBITDA (Comp) and ROICC and 25% of the PSUs vesting based on the Company’s TSR performance relative to the TSR peer group, in each case measured over the fiscal year 2022-2024 performance period. |

  129. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) Represents RSUs granted on October 10, 2022, with one-third of the award vesting one year after the date of grant, one-third of the award vesting two years after the date of grant and the remaining one-third vesting three years after the date of grant. |

  130. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) In accordance with the SEC executive compensation reporting rules, represents the maximum level of PSUs granted on October 10, 2022, with 75% of the PSUs vesting based on the Company’s achievement of performance goals relating to Adjusted EBITDA (Comp) and ROICC and 25% of the PSUs vesting based on the Company’s TSR performance relative to the TSR peer group, in each case measured over the fiscal year 2023-2025 performance period. |

  131. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) Represents RSUs granted on April 10, 2023, with one-third of the award vesting one year after the date of grant, one-third of the award vesting two years after the date of grant and the remaining one-third vesting three years after the date of grant. |

  132. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) In accordance with the SEC executive compensation reporting rules, represents the maximum level of PSUs granted on April 10, 2023, with 75% of the PSUs vesting based on the Company’s achievement of performance goals relating to Adjusted EBITDA (Comp) and ROICC and 25% of the PSUs vesting based on the Company’s TSR performance relative to the TSR peer group, in each case measured over the fiscal year 2023-2025 performance period. |

  133. Option/SARs Exercised and Stock Vested

    Option/SARs Exercised and Stock Vested The following table provides information regarding stock vested during fiscal year 2023 for the NEOs. No options or SARs were issued or exercised by NEOs in fiscal year 2023.

  134. Option/SARs Exercised and Stock Vested in Fiscal Year 2023

    Option/SARs Exercised and Stock Vested in Fiscal Year 2023

  135. Option/SARs Exercised and Stock Vested in Fiscal Year 2023

    | | Options/SARs Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(1) | | Barbara R. Smith | — | $— | 301,936 | $13,999,256 | | Peter R. Matt(2) | — | $— | — | $— | | Paul J. Lawrence | — | $— | 58,747 | $2,697,600 | | Ty L. Garrison | — | $— | 46,780 | $2,141,471 | | Jody K. Absher | — | $— | 22,045 | $1,008,619 | | Jennifer J. Durbin | — | $— | 22,045 | $1,008,619 |

  136. Option/SARs Exercised and Stock Vested in Fiscal Year 2023

    | (1) Included in these columns are the number of shares and the associated value realized with respect to the vesting of the RSUs and PSUs. |

  137. Option/SARs Exercised and Stock Vested in Fiscal Year 2023

    | (2) Mr. Matt did not have any stock award vestings in fiscal year 2023. |

  138. Fiscal Year 2023 Non-Qualified Deferred Compensation Table

    Fiscal Year 2023 Non-Qualified Deferred Compensation Table

  139. Fiscal Year 2023 Non-Qualified Deferred Compensation Table

    | Name | Executive’s Contribution in Last FY ($) | Registrant’s Contributions in Last FY ($) | Aggregate Earnings (Losses) in Last FY | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FY | | Barbara R. Smith | $666,577 | $182,232 | $82,248 | $ — | $4,188,300(1) | | Peter R. Matt | $14,954 | $16,187 | $141 | $ — | $31,281(2) | | Paul J. Lawrence | $63,335 | $61,796 | $33,299 | $ — | $546,985(3) | | Ty L. Garrison | $75,535 | $60,356 | $26,902 | $ — | $520,024(4) | | Jody K. Absher | $41,376 | $41,711 | $25,850 | $ — | $291,039(5) | | Jennifer J. Durbin | $99,138 | $44,559 | $31,543 | $ — | $455,166(6) |

  140. Fiscal Year 2023 Non-Qualified Deferred Compensation Table

    | (1) Approximately 65% of the aggregate balance at 2023 fiscal year end results from Ms. Smith’s voluntary deferrals of compensation to the BRP since participation began in 2013. |

  141. Fiscal Year 2023 Non-Qualified Deferred Compensation Table

    | (2) Approximately 48% of the aggregate balance at 2023 fiscal year end results from Mr. Matt’s voluntary deferrals of compensation to the BRP since participation began in 2023. |

  142. Fiscal Year 2023 Non-Qualified Deferred Compensation Table

    | (3) Approximately 47% of the aggregate balance at 2023 fiscal year end results from Mr. Lawrence’s voluntary deferrals of compensation to the BRP since participation began in 2016. |

  143. Fiscal Year 2023 Non-Qualified Deferred Compensation Table

    | (4) Approximately 44% of the aggregate balance at 2023 fiscal year end results from Mr. Garrison’s voluntary deferrals of compensation to the BRP since participation began in 2018. |

  144. Fiscal Year 2023 Non-Qualified Deferred Compensation Table

    | (5) Approximately 56% of the aggregate balance at 2023 fiscal year end results from Ms. Absher’s voluntary deferrals of compensation to the BRP since participation began in 2019. |

  145. Fiscal Year 2023 Non-Qualified Deferred Compensation Table

    | (6) Approximately 72% of the aggregate balance at 2023 fiscal year end results from Ms. Durbin’s voluntary deferrals of compensation to the BRP since participation began in 2020. |

  146. Potential Payments and Benefits Upon Termination or Change in Control

    Potential Payments and Benefits Upon Termination or Change in Control Under our executive compensation program, severance payments and the provision of benefits can be triggered upon termination of an NEO’s employment and following a Change in Control. These payments may include payments resulting from the employment agreements and EECAs discussed below.

  147. Employment Agreements

    | Barbara R. Smith Executive Benefits and Payments Upon Termination | Voluntary Resignation | Retirement | Involuntary Termination Without Cause or Good Reason Termination | For Cause Termination | CIC With No Termination | CIC Involuntary or Good Reason Termination | Permanent Disability | Death | | Termination Compensation: | | | | | | | | | | Base Salary(1) | $— | $— | $2,360,000 | $— | $— | $2,360,000 | $— | $— | | Annual Cash Incentive Bonus(1) | $— | $— | $— | $— | $— | $3,304,000 | $2,023,582 | $2,023,582 | | Long-term Incentives Restricted Stock Unvested and Accelerated(2) | $— | $18,423,154 | $— | $— | $— | $18,423,154 | $8,743,244 | $8,743,244 | | Stock Options / SARs Unvested and Accelerated(2) | $— | $— | $— | $— | $— | $— | $— | $— | | Benefits and Perquisites: | | | | | | | | | | BRP, 401(k) and Profit Sharing Contributions(3) | $— | $— | $— | $— | $— | $652,063 | $— | $— | | Welfare Continuation Benefit(4) | $— | $— | $— | $— | $— | $70,780 | $— | $— | | Life Insurance Proceeds | $— | $— | $— | $— | $— | $— | $— | $1,000,000 | | Disability Benefits(5) | $— | $— | $— | $— | $— | $— | $1,050,000 | $— | | Accrued Vacation Pay(6) | $90,769 | $90,769 | $90,769 | $90,769 | $— | $90,769 | $90,769 | $90,769 | | Total | $90,769 | $18,513,923 | $2,450,769 | $90,769 | $— | $24,900,766 | $11,907,595 | $11,857,595 |

  148. Employment Agreements

    | Peter R. Matt Executive Benefits and Payments Upon Termination | Voluntary Resignation | Retirement(7) | Involuntary Termination Without Cause or Good Reason Termination | For Cause Termination | CIC With No Termination | CIC Involuntary or Good Reason Termination | Permanent Disability | Death | | Termination Compensation: | | | | | | | | | | Base Salary(1) | $— | $— | $1,600,000 | $— | $— | $1,600,000 | $— | $— | | Annual Cash Incentive Bonus(1) | $— | $— | $— | $— | $— | $1,600,000 | $389,322 | $389,322 | | Long-term Incentives Restricted Stock/PSUs Unvested and Accelerated(2) | $— | $— | $— | $— | $— | $4,020,682 | $— | $— | | Stock Options / SARs Unvested and Accelerated(2) | $— | $— | $— | $— | $— | $— | $— | $— | | Benefits and Perquisites: | | | | | | | | | | BRP, 401(k) and Profit Sharing Contributions(3) | $— | $— | $— | $— | $— | $86,615 | $— | $— | | Welfare Continuation Benefit(4) | $— | $— | $— | $— | $— | $47,434 | $— | $— | | Life Insurance Proceeds | $— | $— | $— | $— | $— | $— | $— | $1,000,000 | | Disability Benefits(5) | $— | $— | $— | $— | $— | $— | $1,610,000 | $— | | Accrued Vacation Pay(6) | $61,538 | $61,538 | $61,538 | $61,538 | $— | $61,538 | $61,538 | $61,538 | | Total | $61,538 | $61,538 | $1,661,538 | $61,538 | $— | $7,416,269 | $2,060,860 | $1,450,860 |

  149. Employment Agreements

    | Paul J. Lawrence Executive Benefits and Payments Upon Termination | Voluntary Resignation | Retirement(7) | Involuntary Termination Without Cause or Good Reason Termination | For Cause Termination | CIC With No Termination | CIC Involuntary or Good Reason Termination | Permanent Disability | Death | | Termination Compensation: | | | | | | | | | | Base Salary(1) | $— | $— | $1,250,000 | $— | $— | $1,250,000 | $— | $— | | Annual Cash Incentive Bonus(1) | $— | $— | $— | $— | $— | $1,125,000 | $689,000 | $689,000 | | Long-term Incentives Restricted Stock/PSUs Unvested and Accelerated(2) | $— | $— | $— | $— | $— | $3,690,598 | $1,726,977 | $1,726,977 | | Stock Options / SARs Unvested and Accelerated(2) | $— | $— | $— | $— | $— | $— | $— | $— | | Benefits and Perquisites: | | | | | | | | | | BRP, 401(k) and Profit Sharing Contributions(3) | $— | $— | $— | $— | $— | $257,687 | $— | $— | | Welfare Continuation Benefit(4) | $— | $— | $— | $— | $— | $81,323 | $— | $— | | Life Insurance Proceeds | $— | $— | $— | $— | $— | $— | $— | $1,000,000 | | Disability Benefits(5) | $— | $— | $— | $— | $— | $— | $3,785,000 | $— | | Accrued Vacation Pay(6) | $48,077 | $48,077 | $48,077 | $48,077 | $— | $48,077 | $48,077 | $48,077 | | Total | $48,077 | $48,077 | $1,298,077 | $48,077 | $— | $6,452,685 | $6,249,054 | $3,464,054 |

  150. Employment Agreements

    | Ty L. Garrison Executive Benefits and Payments Upon Termination | Voluntary Resignation | Retirement | Involuntary Termination Without Cause or Good Reason Termination | For Cause Termination | CIC With No Termination | CIC Involuntary or Good Reason Termination | Permanent Disability | Death | | Termination Compensation: | | | | | | | | | | Base Salary(1) | $— | $— | $1,220,000 | $— | $— | $1,220,000 | $— | $— | | Annual Cash Incentive Bonus(1) | $— | $— | $— | $— | $— | $976,000 | $597,739 | $597,739 | | Long-term Incentives Restricted Stock Unvested and Accelerated(2) | $— | $3,559,160 | $— | $— | $— | $3,559,160 | $1,635,956 | $1,635,956 | | Stock Options / SARs Unvested and Accelerated(2) | $— | $— | $— | $— | $— | $— | $— | $— | | Benefits and Perquisites: | | | | | | | | | | BRP, 401(k) and Profit Sharing Contributions(3) | $— | $— | $— | $— | $— | $252,605 | $— | $— | | Welfare Continuation Benefit(4) | $— | $— | $— | $— | $— | $82,066 | $— | $— | | Life Insurance Proceeds | $— | $— | $— | $— | $— | $— | $— | $1,000,000 | | Disability Benefits(5) | $— | $— | $— | $— | $— | $— | $4,210,000 | $— | | Accrued Vacation Pay(6) | $46,923 | $46,923 | $46,923 | $46,923 | $— | $46,923 | $46,923 | $46,923 | | Total | $46,923 | $3,606,083 | $1,266,923 | $46,923 | $— | $6,136,754 | $6,490,618 | $3,280,618 |

  151. Employment Agreements

    | Jody K. Absher Executive Benefits and Payments Upon Termination | Voluntary Resignation | Retirement(7) | Involuntary Termination Without Cause or Good Reason Termination | For Cause Termination | CIC With No Termination | CIC Involuntary or Good Reason Termination | Permanent Disability | Death | | Termination Compensation: | | | | | | | | | | Base Salary(1) | $— | $— | $990,000 | $— | $— | $990,000 | $— | $— | | Annual Cash Incentive Bonus(1) | $— | $— | $— | $— | $— | $742,500 | $454,756 | $454,756 | | Long-term Incentives Restricted Stock/PSUs Unvested and Accelerated(2) | $— | $— | $— | $— | $— | $2,237,696 | $1,024,816 | $1,024,816 | | Stock Options / SARs Unvested and Accelerated(2) | $— | $— | $— | $— | $— | $— | $— | $— | | Benefits and Perquisites: | | | | | | | | | | BRP, 401(k) and Profit Sharing Contributions(3) | $— | $— | $— | $— | $— | $189,676 | $— | $— | | Welfare Continuation Benefit(4) | $— | $— | $— | $— | $— | $49,192 | $— | $— | | Life Insurance Proceeds | $— | $— | $— | $— | $— | $— | $— | $990,000 | | Disability Benefits(5) | $— | $— | $— | $— | $— | $— | $6,035,000 | $— | | Accrued Vacation Pay(6) | $38,077 | $38,077 | $38,077 | $38,077 | $— | $38,077 | $38,077 | $38,077 | | Total | $38,077 | $38,077 | $1,028,077 | $38,077 | $— | $4,247,141 | $7,552,649 | $2,507,649 |

  152. Employment Agreements

    | Jennifer J. Durbin Executive Benefits and Payments Upon Termination | Voluntary Resignation | Retirement(7) | Involuntary Termination Without Cause or Good Reason Termination | For Cause Termination | CIC With No Termination | CIC Involuntary or Good Reason Termination | Permanent Disability | Death | | Termination Compensation: | | | | | | | | | | Base Salary(1) | $— | $— | $990,000 | $— | $— | $990,000 | $— | $— | | Annual Cash Incentive Bonus(1) | $— | $— | $— | $— | $— | $742,500 | $454,756 | $454,756 | | Long-term Incentives Restricted Stock/PSUs Unvested and Accelerated(2) | $— | $— | $— | $— | $— | $2,237,696 | $1,024,816 | $1,024,816 | | Stock Options / SARs Unvested and Accelerated(2) | $— | $— | $— | $— | $— | $— | $— | $— | | Benefits and Perquisites: | | | | | | | | | | BRP, 401(k) and Profit Sharing Contributions(3) | $— | $— | $— | $— | $— | $198,223 | $— | $— | | Welfare Continuation Benefit(4) | $— | $— | $— | $— | $— | $80,737 | $— | $— | | Life Insurance Proceeds | $— | $— | $— | $— | $— | $— | $— | $990,000 | | Disability Benefits(5) | $— | $— | $— | $— | $— | $— | $7,110,000 | $— | | Accrued Vacation Pay(6) | $38,077 | $38,077 | $38,077 | $38,077 | $— | $38,077 | $38,077 | $38,077 | | Total | $38,077 | $38,077 | $1,028,077 | $38,077 | $— | $4,287,233 | $8,627,649 | $2,507,649 |

  153. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO NEOs for the fiscal years listed below and certain measures of Company performance for such periods. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  154. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (1),(2),(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (1),(2),(3) ($) | Value of Initial Fixed $100 Investment Based on: (4) | | Net Income ($ Millions) | Adjusted EBITDA (Comp) (5) ($ Millions) | | | | | | | Company TSR ($) | Peer Group TSR ($) | | | | 2023 | $9,603,625 | $20,834,770 | $2,648,855 | $4,195,063 | $282.94 | $376.11 | $859.8 | $1,367 | | 2022 | $10,207,641 | $20,007,324 | $2,768,137 | $4,201,966 | $201.02 | $305.08 | $1,217.3 | $1,472 | | 2021 | $9,054,252 | $19,888,683 | $2,357,005 | $3,608,516 | $159.38 | $265.38 | $412.9 | $762 |

  155. Pay Versus Performance

    | (1) Barbara R. Smith was our PEO for each year presented. The individuals comprising the non-PEO NEOs for each year presented are listed below. |

  156. Pay Versus Performance

    | 2021 | 2022 | 2023 | | Paul J. Lawrence | Paul J. Lawrence | Peter R. Matt | | Jody K. Absher | Ty L. Garrison | Paul J. Lawrence | | Jennifer J. Durbin | Jody K. Absher | Ty L. Garrison | | Tracy L. Porter | Jennifer J. Durbin | Jody K. Absher | | | Tracy L. Porter | Jennifer J. Durbin |

  157. Pay Versus Performance

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  158. Pay Versus Performance

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table. |

  159. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | $9,603,625 | $(6,184,205) | $17,415,350 | $20,834,770 | | 2022 | $10,207,641 | $(5,825,836) | $15,625,519 | $20,007,324 | | 2021 | $9,054,252 | $(4,859,240) | $15,693,671 | $19,888,683 |

  160. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | $2,648,855 | $(1,503,482) | $3,049,690 | $4,195,063 | | 2022 | $2,768,137 | $(1,115,542) | $2,549,371 | $4,201,966 | | 2021 | $2,357,005 | $(917,366) | $2,168,877 | $3,608,516 |

  161. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  162. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2023 | $5,426,209 | $2,054,000 | $2,762,628 | $7,172,513 | $— | $— | $17,415,350 | | 2022 | $4,866,271 | $1,133,400 | $2,921,104 | $6,704,744 | $— | $— | $15,625,519 | | 2021 | $3,837,861 | $2,213,685 | $2,687,565 | $6,954,560 | $— | $— | $15,693,671 |

  163. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | $2,002,411 | $388,349 | $— | $658,930 | $— | $— | $3,049,690 | | 2022 | $1,216,609 | $261,708 | $253,162 | $817,892 | $— | $— | $2,549,371 | | 2021 | $922,229 | $348,646 | $284,433 | $613,569 | $— | $— | $2,168,877 |

  164. Pay Versus Performance

    | (4) The Peer Group TSR set forth in this table utilizes the S&P 500 Steel Index which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K. The amounts reported reflect the cumulative TSR of the Company and the S&P 500 Steel Index as of August 31 of each year presented assuming an initial $100 investment on August 31, 2020. Historical stock performance is not necessarily indicative of future stock performance. |

  165. Pay Versus Performance

    | (5) We determined Adjusted EBITDA (Comp) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and non-PEO NEOs in fiscal year 2023. We define Adjusted EBITDA (Comp) as the sum of the Company’s net earnings before interest expense, income taxes, depreciation and amortization expense, asset impairments, and amortization of acquired unfavorable contract backlog. Adjusted EBITDA (Comp) is a non-GAAP financial measure. This performance measure may not have been the most important financial performance measure for fiscal years 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  166. NEO Compensation Actually Paid, Company TSR and Peer Group TSR

    NEO Compensation Actually Paid, Company TSR and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average Compensation Actually Paid to our non-PEO NEOs, the Company’s cumulative TSR over the three most recently completed fiscal years and the S&P 500 Steel Index TSR over the same period.

  167. NEO Compensation Actually Paid and Net Income

    NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average Compensation Actually Paid to our non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.

  168. NEO Compensation Actually Paid and Company-Selected Measure

    NEO Compensation Actually Paid and Company-Selected Measure The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average Compensation Actually Paid to our non-PEO NEOs, and our Company-Selected Measure during the three most recently completed fiscal years.

  169. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The compensation arrangements for non-employee directors are described below. The following table and footnotes outline the compensation paid to our non-employee directors for fiscal year 2023, as well as the outstanding equity awards held by the non-employee directors as of August 31, 2023. Ms. Smith did not receive fees for her service on our Board during fiscal year 2023.

  170. Fiscal Year 2023 Director Compensation Table

    Fiscal Year 2023 Director Compensation Table

  171. Fiscal Year 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Vicki L. Avril-Groves | $144,000 | $139,976 | $— | $283,976 | | Lisa M. Barton | $139,000 | $139,976 | $— | $278,976 | | Peter R. Matt(3) | $70,500 | $— | $— | $70,500 | | Gary E. McCullough | $128,208 | $139,976 | $— | $268,184 | | John R. McPherson | $120,000 | $139,976 | $— | $259,976 | | Sarah E. Raiss | $157,000 | $139,976 | $— | $296,976 | | J. David Smith(4) | $37,667 | $— | $— | $37,667 | | Charles L. Szews | $147,000 | $139,976 | $— | $286,976 | | Robert S. Wetherbee | $60,000 | $109,693 | $— | $169,693 |

  172. Fiscal Year 2023 Director Compensation Table

    | (1) No non-employee directors elected to receive their fiscal year 2023 cash director fees in the form of common stock or RSUs. |

  173. Fiscal Year 2023 Director Compensation Table

    | (2) Includes the grant date fair value of equity awards granted in fiscal year 2023 and calculated in accordance with FASB ASC Topic 718. Assumptions used in determining these values can be found in Note 13 to the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K, which was filed with the SEC on October 12, 2023. Six of the non-employee directors were granted RSAs and one of the non-employee directors was granted RSUs. Six of the RSA and RSU equity awards vest on January 11, 2024 and one vests on March 21, 2024, in each case provided such director is still serving as a director and has not had an accelerated vesting event, such as retirement, death, permanent disability or a change in control. |

  174. Fiscal Year 2023 Director Compensation Table

    | (3) Mr. Matt was appointed President on April 9, 2023 and became an employee director at that time. Mr. Matt was compensated on a prorated basis for his service as a non-employee director through April 8, 2023 and his RSA was canceled at that time. |

  175. Fiscal Year 2023 Director Compensation Table

    | (4) Mr. Smith retired as a director at our 2023 annual meeting of stockholders and was compensated on a prorated basis for his service as a director through January 11, 2023. |

  176. Fiscal Year 2023 Director Compensation Table

    NON-EMPLOYEE DIRECTOR COMPENSATION As of August 31, 2023, each individual who served as a non-employee director during fiscal year 2023 had outstanding the following number of deferred RSUs, RSAs or RSUs:

  177. Fiscal Year 2023 Director Compensation Table

    | Director | Deferred Restricted Stock Units | Restricted Stock/ Restricted Stock Units | | Vicki L. Avril-Groves | 27,428 | 2,492 | | Lisa M. Barton | — | 2,492 | | Peter R. Matt | — | — | | Gary E. McCullough | — | 2,492 | | John R. McPherson | 5,305 | 2,492 | | Sarah E. Raiss | 15,920 | 2,492 | | J. David Smith | — | — | | Charles L. Szews | — | 2,492 | | Robert S. Wetherbee | — | 2,381 |