DEF 14A of Nucor Corp, Mar 24, 2025

DEF 14A of Nucor Corp

Filed Mar 24, 2025 · FY20240001193125-25-060939

Open on EDGAR

  1. Director Nominees (page 3)

    Director Nominees (page 3)

  2. Director Nominees (page 3)

    | Name | Age | Director Since | Professional Background | Independent | | Norma B. Clayton | 66 | 2021 | Retired Vice President, The Boeing Company | Yes | | Patrick J. Dempsey | 60 | 2016 | Retired President and CEO, Barnes Group Inc. | Yes | | Nicholas C. Gangestad | 60 | 2023 | Retired Senior Vice President and CFO, Rockwell Automation, Inc. | Yes | | Christopher J. Kearney | 69 | 2008 | Retired Executive Chairman, Otis Worldwide Corporation | Yes | | Laurette T. Koellner | 70 | 2015 | Retired President, Boeing International | Yes | | Michael W. Lamach | 61 | 2022 | Retired Chairman and CEO, Trane Technologies plc | Yes | | Leon J. Topalian | 57 | 2020 | Chair, President and CEO, Nucor Corporation | No | | Nadja Y. West | 64 | 2019 | Retired Lieutenant General, U.S. Army | Yes |

  3. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board of Directors currently consists of eight members and has no vacancies. On the recommendation of the Governance and Nominating Committee, the Board has nominated the following eight persons for election at the Annual Meeting: Norma B. Clayton; Patrick J. Dempsey; Nicholas C. Gangestad; Christopher J. Kearney; Laurette T. Koellner; Michael W. Lamach; Leon J. Topalian; and Nadja Y. West. If elected, each nominee will serve until his or her term expires at the 2026 annual meeting of stockholders or until his or her earlier death, resignation or removal. All of the nominees are currently serving as directors and were elected to the Board at the 2024 annual meeting of stockholders. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. Shares represented by all proxies received by the Board of Directors and not marked to withhold authority to vote for the nominees will be voted for their election. The Board knows of no reason why any of the director nominees should be unable or unwilling to serve, but if that should be the case, proxies received will be voted for the election of such other persons, if any, as the Board may designate. Majority Voting in Uncontested Director Elections. We have a majority vote standard in uncontested director elections in order to address “holdover” terms for any incumbent directors. Under our Corporate Governance Principles, in an uncontested director election, any nominee for director who is an incumbent director and receives a greater number of votes “withheld” from his or her election than votes “for” his or her election must promptly tender his or her resignation to the Corporate Secretary of the Company following certification of the stockholder vote for consideration by the Board of Directors. In such event, within 120 days following certification of the stockholder vote, the Board will decide, after taking into account the recommendation of the Governance and Nominating Committee (in each case excluding the nominee(s) in question), whether to accept the resignation. The Governance and Nominating Committee and the Board may each consider all factors it deems relevant in deciding whether to accept a director’s resignation. Nucor will promptly disclose the Board’s decision and the reasons therefor in a Form 8-K filing with the Securities and Exchange Commission (the “SEC”). The resignation policy set forth in the Company’s Corporate Governance Principles does not apply to contested elections. Vote Recommendation The Board of Directors recommends a vote “FOR” the election of each of the eight director nominees named in this proposal. The Board of Directors consists of a diverse group of individuals that provide dedicated and effective oversight of the Company. All of our director nominees possess integrity, independent perspective, strong work ethic, strength of conviction, collaborative approach to engagement, inquisitiveness and the willingness to appropriately challenge management. In addition to these attributes, when evaluating potential Board members, the Board considers a wide range of experience, qualifications and skills, many of which are identified in the matrix below, that it believes contribute to a well-rounded perspective suitable to growing our Company and protecting the interests of our stockholders. While we look to each director nominee to be knowledgeable in the areas identified in the matrix, the areas do not comprise all of the diverse experience, qualifications and skills our director nominees possess and routinely contribute to our Company. In addition, the absence of a ✓ in the matrix does not mean that the director nominee does not possess that experience, qualification or skill; however, the mark indicates that the area is a particularly prominent experience, qualification or skill that the director nominee brings to the Board.

  4. Director Nominee Skills Matrix, Diversity Highlights and Demographics

    Director Nominee Skills Matrix, Diversity Highlights and Demographics

  5. Director Nominee Skills Matrix, Diversity Highlights and Demographics

    | Age / Tenure (years) | Clayton 66 / 4 | Dempsey 60 / 8 | Gangestad 60 / 2 | Kearney 69 / 16 | Koellner 70 / 10 | Lamach 61 / 3 | Topalian 57 / 5 | West 64 / 6 | | Experience, Qualifications, Skills | | | | | | | | | | Manufacturing/Operations | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Finance/Capital Allocation | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | CEO Leadership | | ✓ | | ✓ | | ✓ | ✓ | | | Business Development/Growth Strategy | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Talent Development & Succession Planning | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Global Business | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Sustainability | | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Risk Management & Controls | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Public Company Governance | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Technology | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Diversity Highlights | | | | | | | | | | Self-Identified Gender | Female | Male | Male | Male | Female | Male | Male | Female | | Self-Identified Ethnicity | African American or Black | White | White | White | White | White | White | African American or Black |

  6. Director Nominee Skills Matrix, Diversity Highlights and Demographics

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  7. Our Director Nominees

    Our Director Nominees

  8. Our Director Nominees

    | NORMA B. CLAYTON Age: 66 Independent Director Since 2021 Committees: • Audit • Compensation and Executive Development • Governance and Nominating | Ms. Clayton was Vice President for Learning, Training and Development at The Boeing Company, an aerospace manufacturer, from July 2007 until her retirement in March 2016. Prior to this role, she led a number of important assignments at Boeing, including a Global Sourcing Initiative to increase growth and productivity of Boeing’s global supply chain from July 2006 to July 2007. Ms. Clayton joined Boeing in February 1995. During her tenure with the company, she held a variety of leadership roles within the Defense, Space & Security segment of Boeing, including Vice President of Supplier Management and Procurement from August 2004 to June 2006, Vice President and General Manager of the Maintenance and Modification Centers from April 2002 to July 2004 and Vice President of Quality and Lean Manufacturing from June 1998 to April 2002. Prior to her time with Boeing, Ms. Clayton held leadership positions at General Electric Company, General Motors Company, Lockheed Martin Corporation and RCA. She serves as Chair of the Board of Trustees of Tuskegee University and has served on the Board of Trustees since 2009. | | | Other Current Public Company Directorships • The Goodyear Tire & Rubber Company (since 2022) | | | Qualifications Ms. Clayton brings to the Board extensive experience in the areas of business management, manufacturing operations, technology and innovation leadership, human resources and international business. | | PATRICK J. DEMPSEY Age: 60 Independent Director Since 2016 Committees: • Audit • Compensation and Executive Development (Chair) • Governance and Nominating | Mr. Dempsey served as Executive Vice Chairman of Barnes Group Inc., a global provider of highly engineered products, differentiated industrial technologies and innovative solutions, serving a wide range of end markets and customers, from July 2022 until October 2022. He was Barnes Group’s President and Chief Executive Officer from 2013 until 2022. Prior to that, Mr. Dempsey served as Barnes Group’s Senior Vice President and Chief Operating Officer from 2012 to 2013. Mr. Dempsey joined Barnes Group in 2000 and held a number of other positions, including President, Windsor Airmotive; Vice President, Barnes Group; President, Barnes Aerospace; President, Barnes Distribution; and President, Logistics and Manufacturing Services. Prior to joining Barnes Group, Mr. Dempsey held leadership positions at United Technologies Corporation’s (now known as RTX Corporation) Pratt and Whitney Division and the Interturbine Group of Companies. Mr. Dempsey is a past Chair of the Executive Committee of the Manufacturers Alliance. | | | Former Public Company Directorships Held In Past Five Years • Barnes Group Inc. (2013 – 2022) | | | Qualifications Mr. Dempsey brings to the Board extensive experience in the areas of business management, technology leadership, corporate strategy and international business development. |

  9. Our Director Nominees

    | NICHOLAS C. GANGESTAD Age: 60 Independent Director Since 2023 Committees: • Audit • Compensation and Executive Development • Governance and Nominating | Mr. Gangestad served as Senior Vice President and Chief Financial Officer of Rockwell Automation, Inc., the world’s largest company dedicated to industrial automation and digital transformation, from March 2021 to September 2024. Prior to joining Rockwell Automation, he had a long career with 3M Company. 3M is a diversified technology company with a global presence in the fields of manufacturing, worker safety, healthcare and consumer goods. Mr. Gangestad served in various roles with 3M, including Senior Vice President and Chief Financial Officer from 2014 to 2020; Vice President, Controller and Chief Accounting Officer from 2011 to 2014; Director of Corporate Accounting from 2007 to 2011; and Vice President, Finance and Information Technology from 2003 to 2007. | | | Other Current Public Company Directorships • Genpact Limited (since 2024) | | | Qualifications Mr. Gangestad brings more than three decades of finance experience to the Board. Through his previous roles at Rockwell Automation and 3M, he has expertise in compliance, financial planning, treasury and tax, as well as significant leadership experience with global companies, all of which brings valuable perspective to the Board. | | CHRISTOPHER J. KEARNEY Lead Director Since September 2022 Age: 69 Independent Director Since 2008 Committees: • Audit • Compensation and Executive Development • Governance and Nominating (Chair) | Mr. Kearney served as Executive Chairman of the board of directors of Otis Worldwide Corporation, the world’s largest manufacturer, installer and service provider of elevators and escalators, from April 2020 until February 2022. He founded Eagle Marsh Holdings, LLC, a business and real estate investment firm, in 2016 and has served as its managing partner since its establishment. Mr. Kearney previously served as Non-Executive Chairman of the board of directors of SPX FLOW, Inc., a global supplier of highly engineered flow components, process equipment and turn-key solutions for the power and energy, food and beverage and industrial end markets, from January 2016 until May 2017 and as Chairman, President and Chief Executive Officer of SPX FLOW from October 2015 through December 2015. Prior to the spinoff of SPX FLOW from SPX Corporation, a global multi-industry manufacturer, Mr. Kearney served as Chairman of SPX Corporation from 2007 through September 2015, and as President and Chief Executive Officer of SPX Corporation from 2004 through September 2015. He joined SPX Corporation in 1997 as Vice President, Secretary and General Counsel. | | | Other Current Public Company Directorships • Otis Worldwide Corporation (since 2020) | | | Former Public Company Directorships Held In Past Five Years • United Technologies Corporation (2018 – 2020) | | | Qualifications In addition to his strong leadership skills developed as the Chief Executive Officer of a global manufacturing company, Mr. Kearney brings to the Board valuable business and mergers and acquisitions experience as well as corporate legal experience. |

  10. Our Director Nominees

    | LAURETTE T. KOELLNER Age: 70 Independent Director Since 2015 Committees: • Audit (Chair) • Compensation and Executive Development • Governance and Nominating | Ms. Koellner served as Executive Chairman of the board of directors of International Lease Finance Corporation, an aircraft leasing subsidiary of American International Group, Inc., a leading global insurance organization, from 2012 until its sale in 2014. Ms. Koellner served from 2006 to 2008 as President of Boeing International, a division of The Boeing Company, an aerospace manufacturer. Prior to that, Ms. Koellner served as President of Connexion by Boeing from 2004 to 2006. She also served as Executive Vice President, Chief Administration and Human Resources Officer of Boeing from 2002 to 2004 and was a member of the Office of the Chairman from 2002 to 2003. She served as President of Shared Services Group of Boeing from 2001 to 2002 and as Vice President and Corporate Controller of Boeing from 1999 to 2001. Prior to her time with Boeing, Ms. Koellner spent 19 years at McDonnell Douglas Corporation, where her roles included Vice President and Corporate General Auditor as well as Division Director of Human Resources. | | | Other Current Public Company Directorships • The Goodyear Tire & Rubber Company (since 2015) • Papa John’s International, Inc. (since 2014) | | | Former Public Company Directorships Held In Past Five Years • Celestica Inc. (2009 – 2025) | | | Qualifications Ms. Koellner brings to the Board extensive international and financial expertise and strong executive leadership and strategic management skills. She has experience in corporate governance, human resources and risk management as well as significant public company board experience. | | MICHAEL W. LAMACH Age: 61 Independent Director Since 2022 Committees: • Audit • Compensation and Executive Development • Governance and Nominating | Mr. Lamach served as Executive Chair of Trane Technologies plc, a global leader in climate control and climate-focused innovations for buildings, homes and transportation, from July 2021 until his retirement in December 2021. Previously, Mr. Lamach served as Chairman and Chief Executive Officer of Trane Technologies from its separation from Ingersoll-Rand plc in February 2020 to July 2021. Mr. Lamach served in a number of leadership roles with Ingersoll-Rand, including Chairman and Chief Executive Officer from June 2010 to February 2020, President and Chief Executive Officer from February 2010 to June 2010, President and Chief Operating Officer from 2009 to February 2010, President of Trane Commercial Systems from 2008 to 2009 and President of the Security Technologies Sector from 2004 to 2008. Prior to his time with Ingersoll-Rand, Mr. Lamach spent 17 years in a variety of management positions with Johnson Controls International plc. Mr. Lamach currently serves on the Board of Trustees of Johnson C. Smith University and is a past Chair of the Board of the National Association of Manufacturers. | | | Other Current Public Company Directorships • Honeywell International Inc. (since 2023) • PPG Industries, Inc. (since 2015) | | | Former Public Company Directorships Held In Past Five Years • Trane Technologies plc (2020 – 2021) • Ingersoll-Rand plc (2010 – 2020) | | | Qualifications Mr. Lamach brings to the Board significant leadership, corporate governance, mergers and acquisitions, strategic and operational expertise gained from years of experience as the former chairman and chief executive officer of global companies. |

  11. Our Director Nominees

    | LEON J. TOPALIAN Chair, President and Chief Executive Officer Age: 57 Director Since 2020 | Mr. Topalian has served as Chair of the Board of Directors of Nucor since September 2022 and has served as President and Chief Executive Officer of Nucor since January 2020. Previously, Mr. Topalian served as President and Chief Operating Officer of Nucor from September 2019 to December 2019, as Executive Vice President of Beam and Plate Products from May 2017 to August 2019 and as Vice President of Nucor from 2013 to May 2017. Since joining Nucor in 1996 as a project engineer, Mr. Topalian has held a variety of leadership positions, including serving as General Manager of Nucor-Yamato Steel Company (Limited Partnership) and Nucor Steel Kankakee, Inc., Melting and Casting Manager at Nucor Steel South Carolina, Business Development Manager at Nucor’s corporate office, Operations Manager for Nucor’s former HIsmelt joint venture in Australia and Cold Mill Production Supervisor at Nucor Steel Berkeley in South Carolina. Mr. Topalian is on the board of the National Association of Manufacturers and currently serves as Vice Chair of the World Steel Association. He previously served on the board of the American Institute of Steel Construction. Mr. Topalian is married to the sister of K. Rex Query’s wife. Mr. Query is an executive vice president of Nucor and is a named executive officer in the Compensation Discussion and Analysis section of this Proxy Statement. | | | Qualifications Mr. Topalian brings to the Board a deep understanding of Nucor’s operations and unique organizational culture and values, gained through his 28 years of experience with the Company. | | NADJA Y. WEST Age: 64 Independent Director Since 2019 Committees: • Audit • Compensation and Executive Development • Governance and Nominating | General West retired from the U.S. Army with the rank of Lieutenant General after serving for 37 years. From 2015 to 2019, General West served as the 44th U.S. Army Surgeon General and Commanding General of the U.S. Army Medical Command. Prior to that, General West served as Joint Staff Surgeon from 2013 to 2015, acting as the chief medical advisor to the Chairman of the Joint Chiefs of Staff. She also previously served as Commanding General of Europe Regional Medical Command and Commander of Womack Army Medical Center at Fort Bragg. She is the recipient of numerous military awards, including the Distinguished Service Medal, the Defense Superior Service Medal and the Legion of Merit. General West recently served as a consultant to the Department of Defense Suicide Prevention and Response Independent Review Committee. | | | Other Current Public Company Directorships • Tempus AI, Inc. (director since 2021, public company since 2024) • Johnson & Johnson (since 2020) • Tenet Healthcare Corporation (since 2019) | | | Qualifications General West brings to the Board proven global operational and executive leadership skills and a strategic perspective derived from her years of service at the most senior levels in the U.S. Armed Forces. She also has expertise in government relations and human capital management. |

  12. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION In 2024, the Compensation and Executive Development Committee engaged Pearl Meyer to evaluate Nucor’s director compensation against the peer group of industrial and materials companies listed in the table on page 31 and director compensation survey data. The benchmarking showed that Nucor’s average total compensation was below the median of the peer group. In view of the benchmarking results, the annual cash retainer for Board service, the additional retainer for the Governance and Nominating Committee Chair and the value of the annual stock award were each increased by $5,000 effective May 2024. The following director compensation amounts reflect these increases:

  13. DIRECTOR COMPENSATION

    | Board/Committee Position | Annual Cash Retainer ($) | | Non-employee Director | 140,000 | | Additional Retainer: | | | Lead Director | 40,000 | | Audit Committee Chair | 25,000 | | Compensation and Executive Development Committee Chair | 20,000 | | Governance and Nominating Committee Chair | 20,000 |

  14. DIRECTOR COMPENSATION

    In addition to the cash fees described above, non-employee directors are granted each June 1 shares of Company common stock under the Nucor Corporation 2014 Omnibus Incentive Compensation Plan, as amended and restated (the “2014 Plan”). Directors may elect to receive their shares in the form of deferred stock units. The number of shares of Company common stock awarded was equal to the quotient of $170,000 divided by the closing price of a share of Nucor common stock on the grant date (rounded down to the next whole share). All directors, other than Ms. Clayton, elected to receive their grant in the form of deferred stock units in 2024. The deferred stock units are fully vested on the grant date but are payable in the form of shares of Nucor common stock only after the termination of the director’s service on the Board. The table below summarizes the compensation of each non-employee director who served on the Board for his or her Board and committee services during 2024. Directors who are also employees of Nucor (for 2024, Mr. Topalian) do not receive compensation (other than their compensation as employees of Nucor) for their service on the Board.

  15. DIRECTOR COMPENSATION

    | Name | Cash Fees ($) | Stock Awards ($) (1) | Total ($) | | (a) | (b) | (c) | (h) | | Norma B. Clayton | 138,750 | 170,000(2) | 308,750 | | Patrick J. Dempsey | 158,750 | 170,000(3) | 328,750 | | Nicholas C. Gangestad | 138,750 | 170,000(3) | 308,750 | | Christopher J. Kearney | 197,500 | 170,000(3) | 367,500 | | Laurette T. Koellner | 163,750 | 170,000(3) | 333,750 | | Michael W. Lamach | 138,750 | 170,000(3) | 308,750 | | Joseph D. Rupp | 48,750 | —(4) | 48,750 | | Nadja Y. West | 138,750 | 170,000(3) | 308,750 |

  16. DIRECTOR COMPENSATION

    | (1) The amounts shown represent the grant date fair value of annual equity awards. Our policy and assumptions made in the valuation of share-based payments are contained in Notes 2 and 16 of Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024. |

  17. DIRECTOR COMPENSATION

    | (2) The number of shares granted and fully vested on June 1, 2024, based on the closing price of Nucor common stock on May 31, 2024 of $168.85, was 1,006 shares. |

  18. DIRECTOR COMPENSATION

    | (3) The number of deferred stock units granted and fully vested on June 1, 2024, based on the closing price of Nucor common stock on May 31, 2024 of $168.85, was 1,006 units. |

  19. DIRECTOR COMPENSATION

    IRECTOR C OMPENSATION

  20. DIRECTOR COMPENSATION

    | (4) Mr. Rupp retired as a director effective May 9, 2024 and, therefore, did not receive a stock award in 2024. |

  21. DIRECTOR COMPENSATION

    The table below summarizes the total number of vested deferred stock units granted to the non-employee directors under the 2014 Plan, the Nucor Corporation 2010 Stock Option and Award Plan (the “2010 Plan”) and the Nucor Corporation 2005 Stock Option and Award Plan (the “2005 Plan”) that were outstanding as of December 31, 2024.

  22. Outstanding Equity Awards at Fiscal

    Outstanding Equity Awards at Fiscal

  23. 2024 Business Overview

    2024 Business Overview In 2024, our team delivered our safest year ever. With consolidated net earnings of approximately $2 billion and diluted earnings per share of $8.46, our financial performance in 2024 is the result of years of work investing in strategically positioning and growing our portfolio of capabilities across the steel value chain. Our number one cultural value is the safety and well-being of our Nucor team. 2024 was our safest year ever, with the fewest number of recordable and reportable injuries on record as our injury and illness rate declined for a seventh consecutive year. Our team achieved this performance during a period of rapid expansion, which is a testament to our continued focus on our goal of becoming the world’s safest steel company and on our mission to grow the core, expand beyond and live our culture. By executing operationally across our business lines and, in parallel, investing in Nucor’s future, we are generating attractive returns for our stockholders and positively impacting our local communities. In December 2024, we announced an increase in our regular quarterly cash dividend to $0.55 per share. Nucor has increased its base dividend for 52 consecutive years – every year since it first began paying dividends in 1973. We plan to continue to broaden our capabilities so Nucor remains well positioned to serve our customers. This long-term focus has enabled us to deliver industry leading performance in safety, profitability and sustainability, keeping pace with other leading industrial companies. We pioneered the use of recycling to make new steel, which has positioned Nucor as one of the cleanest steelmakers in the world, and we are capitalizing on the opportunity to supply the sustainable steel that is building our 21 st century economy. O FFICER C OMPENSATION

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

    | • | The incentive plans measure performance relative to two performance comparator groups: the Steel Comparator Group and the General Industry Comparator Group. The companies included in these comparator groups are reviewed annually by the Committee. Please see “The Role of Compensation Peer Companies and Performance Comparator Groups – Performance Comparator Groups” beginning on page 31 of this CD&A for more information. The incentive plans are designed to pay well when performance is high and potentially not pay any incentive if performance is poor. |

  25. 2024 Compensation Overview

    | • | Base salaries: Base salaries were increased in 2024 as our compensation levels generally remain behind our peer group. |

  26. 2024 Compensation Overview

    | • | Annual incentives: Our Executive Officers earned an above-target annual incentive under the Annual Incentive Plan (“AIP”), reflecting Nucor’s ROE and return on average invested capital (“ROAIC”) performance as compared to the Steel Comparator Group. |

  27. 2024 Compensation Overview

    | • | Long-term incentives: The Long-Term Incentive Plan (“LTIP”) rewarded Executive Officers for Nucor’s outstanding performance during the three-year performance period ended December 31, 2024, resulting in a 170% of target payout, based on performance relative to the Steel Comparator Group (ranked second out of seven) and performance relative to the General Industry Comparator Group (ranked third out of 11). Please see “The Role of Compensation Peer Companies and Performance Comparator Groups – Performance Comparator Groups” beginning on page 31 of this CD&A for descriptions of the performance comparator groups. In 2024, performance restricted stock units (“RSUs”) were granted based on Nucor’s ROE performance for the preceding year. In addition, time vesting RSUs and stock options were granted in 2024. |

  28. Best Practice Compensation Governance Features

    | What We Do | | What We Don’t Do | | ✓ | Place a heavy emphasis on variable compensationx | Provide “single trigger” change in control severance benefits or equity vesting | | ✓ | Require significant stock ownership and holding requirementsx | Offer significant perquisites | | ✓ | Subject incentive compensation to a clawback policyx | Pay excise tax gross-ups on change in control payments | | ✓ | Conduct annual compensation risk assessmentsx | Permit hedging, pledging or short selling of Company stock | | ✓ | Use an independent compensation consultantx | Frequently change plan designs | | ✓ | Reach out to discuss our compensation plans with our stockholders | |

  29. Our Executive Compensation Philosophy

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

  30. Our Executive Compensation Philosophy

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

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

    The Role of Compensation Peer Companies and Performance Comparator Groups Compensation Peer Companies. Nucor periodically benchmarks Executive Officer compensation to ensure that the compensation opportunities are reasonable. Nucor does not set compensation according to benchmark data. The Committee’s only formal relationship with benchmark data is generally to set base salaries near or below the market median. In 2021 and again in 2024, Pearl Meyer provided the Committee with the results of its benchmarking of Nucor’s compensation against the 21 Compensation Peer Companies listed in the table below. We intend to use the 2024 benchmarking to set compensation in 2025 and future years. The 2021 benchmarking was used to set 2024 compensation. In addition to benchmarking Executive Officer compensation at target and actual levels of pay, the Committee completed an exercise to understand how the compensation of Executive Officers compared to compensation of the peer group at various levels of performance (below threshold, threshold, target and maximum). Nucor’s compensation philosophy is to pay below market when performance is below peers and to pay above market when performance is outstanding. The intent is to provide market levels of compensation over the business cycle.

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

    | 3M Company | Emerson Electric Co. | PACCAR Inc. | | Caterpillar Inc. | Freeport-McMoRan Inc. | Parker-Hannifin Corporation | | Cleveland-Cliffs Inc. | General Dynamics Corporation | PPG Industries, Inc. | | Cummins Inc. | Honeywell International Inc. | Steel Dynamics, Inc. | | Danaher Corporation | Illinois Tool Works Inc. | Textron Inc. | | Deere & Company | International Paper Company | Trane Technologies plc | | Eaton Corporation plc | Northrop Grumman Corporation | United States Steel Corporation |

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

    Some of the above companies are included in the Steel Comparator Group or the General Industry Comparator Group used in the incentive plans as described below. However, these companies were chosen based on size and industry, while the companies used in the incentive plans are all steel companies in the case of the Steel Comparator Group or met the criteria discussed below in the case of the General Industry Comparator Group. The Committee does not benchmark compensation levels and practices against the companies in the Steel Comparator Group because some of them are substantially smaller than Nucor. The Committee does not benchmark compensation to the General Industry Comparator Group because compensation data from these companies may result in above median benchmark data due to their higher than median performance. Performance Comparator Groups . The Committee believes that performance should be measured both in absolute terms (meaning based on achieving or exceeding performance measures established by the Committee) and relative to other companies. Two performance comparator groups are used to measure relative performance: the Steel Comparator Group and the General Industry Comparator Group. These comparator groups are used in the AIP and the LTIP – they are not used for purposes of benchmarking compensation. The Committee reviews the performance comparator groups annually. Companies may be added to or dropped from the performance comparator groups based on product mix (in the case of the Steel Comparator Group) or business changes, performance or product mix (in the case of the General Industry Comparator Group). The Committee designates the members of each performance comparator group at the beginning of each performance period. Since some of the performance periods are as long as three years, it is possible that the performance comparator group used for one performance period may differ from the group used in a different performance period. O FFICER C OMPENSATION The performance comparator groups for performance periods that began in 2024 consist of the following companies:

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

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

  35. Determination of 2024 Compensation

    Determination of 2024 Compensation In making its determinations with respect to executive compensation for 2024, the Committee was supported by Nucor’s Vice President and Corporate Secretary, and Nucor’s Vice President of Human Resources. In addition, the Committee engaged the services of Pearl Meyer to serve as its independent compensation consultant and, in such capacity, to assist the Committee’s review and determination of the compensation of the Executive Officers. Pearl Meyer also was retained to assist the Committee with additional projects, including benchmarking Executive Officer compensation, reviewing and developing alternatives for the performance comparator groups, reviewing the incentive plans, monitoring trends in executive and non-employee director compensation, preparing tally sheets and assisting in the preparation of this CD&A. The Committee retained Pearl Meyer directly although, in carrying out its assignments, Pearl Meyer also interacted with Nucor management when necessary and appropriate. Specifically, the Vice President and Corporate Secretary and the Vice President of Human Resources interacted with Pearl Meyer to provide compensation and performance data for Executive Officers and Nucor. In addition, Pearl Meyer may, in its discretion, seek input and feedback from the CEO and the Chief Financial Officer regarding its work product prior to presenting such work product to the Committee to confirm the work product’s alignment with Nucor’s business strategy, determine what additional data needs to be gathered or identify other issues, if any. The Committee frequently requested Mr. Topalian, as CEO, to be present at Committee meetings where executive compensation and Company performance were discussed and evaluated. Mr. Topalian was free to provide insight, suggestions or recommendations regarding executive compensation during these meetings or at other times; however, only independent Committee members were allowed to vote on decisions made regarding executive compensation. The Committee met separately with the CEO to discuss his compensation, but the Committee made decisions regarding Mr. Topalian’s compensation in executive session, based solely upon the Committee’s deliberations. The Committee’s decisions regarding the compensation of Executive Officers (other than the CEO) were made after considering recommendations from the CEO. O FFICER C OMPENSATION

  36. Annual Incentives

    Annual Incentives The AIP provides Executive Officers an opportunity to receive annual cash incentive awards based on Nucor’s annual performance. The incentive opportunity is expressed as a percentage of base salary. Seventy-five percent of the maximum award available under the AIP is earned based on Nucor’s ROE and 25% of the maximum award available under the AIP is earned based on Nucor’s annual ROAIC compared to the annual ROAIC of members of the Steel Comparator Group (identified on page 32). The allocation of the AIP award between the two performance measures is as follows:

  37. Annual Incentives

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

  38. Annual Incentives

    For 2024, the Committee set the threshold, target and maximum ROE levels as follows:

  39. Annual Incentives

    | | | Performance Award Payment (% of Base Salary) | | | | ROE | CEO | Other Executive Officers | | Threshold | 4.5% | 20% | 20% | | Target | 9.0% | 100% | 100% | | Maximum | 18.0% | 300% | 225% |

  40. Annual Incentives

    A prorated incentive award is earned for ROE between 4.5% at threshold, 9% at target and 18% at maximum. O FFICER C OMPENSATION The Committee also set the ROAIC portion of the AIP award for 2024 that could be earned based on Nucor’s annual ROAIC compared to the annual ROAIC of members of the Steel Comparator Group as follows:

  41. Annual Incentives

    | | | AIP Performance Award Payment (% of Base Salary) | | | Steel Comparator Group Rank (1) | % of Performance Award Opportunity | CEO | Other Executive Officers | | 1 | 100.00% | 100.00% | 75.00% | | 2 | 90.00% | 90.00% | 67.50% | | 3 | 75.00% | 75.00% | 56.25% | | 4 | 60.00% | 60.00% | 45.00% | | 5 | 45.00% | 45.00% | 33.75% | | 6 | 25.00% | 25.00% | 18.75% | | 7 | 0.00% | 0.00% | 0.00% |

  42. Annual Incentives

    | (1) The table represents potential AIP awards for 2024 annual ROAIC performance. This portion of the incentive is intended to reward performance against other steel companies. The comparator group for future years may include more comparator companies. The potential awards are adjusted to reflect the number of comparator companies in the group. |

  43. Annual Incentives

    Executive Officers may elect to defer up to one-half of their AIP award into Nucor common stock units. The AIP provides an incentive for Executive Officers to defer their AIP awards by providing a grant of additional Nucor common stock units equal to 25% of the number of common stock units deferred. An Executive Officer is always vested in the common stock units attributable to the deferred award. The deferral incentive units become vested upon the Executive Officer’s attainment of age 55, death or disability while employed by Nucor. The vested common stock units are distributed to the Executive Officer in the form of Nucor common stock following the Executive Officer’s retirement or other termination of employment. Dividend equivalents are paid on deferred common stock units (including the deferral incentive units) in cash within 30 days of when stockholder dividends are paid. Three Executive Officers – Messrs. Topalian, Laxton and Needham – elected to defer a portion of their AIP award payout in 2024. 2024 Performance Results and AIP Payout Based on Nucor’s ROE of 9.83% and being ranked third within the Steel Comparator Group for ROAIC for 2024, the CEO and the other Executive Officers earned total AIP awards of 193.44% and 167.78% of base salary, respectively, as follows:

  44. Annual Incentives

    | | 2024 Result | Performance Award Payment (% of Base Salary) | | | Performance Measure | | CEO | Other Executive Officers | | ROE | 9.83% | 118.44% | 111.53% | | Annual ROAIC — Steel Comparator Group | 3 rd | 75.00% | 56.25% | | Total | | 193.44% | 167.78% |

  45. Annual Incentives

    O FFICER C OMPENSATION These performance results for 2024 yielded the following AIP payouts:

  46. Annual Incentives

    | | 2024 Base Salary ($) | AIP Award Payout | | | | Executive Officer | | Deferred ($) (1) | Paid in Cash ($) | Total ($) | | Leon J. Topalian | 1,560,000 | 301,766 | 2,715,898 | 3,017,664 | | Stephen D. Laxton | 702,650 | 117,891 | 1,061,016 | 1,178,907 | | Allen C. Behr | 672,300 | — | 1,127,985 | 1,127,985 | | Daniel R. Needham | 672,300 | 225,597 | 902,388 | 1,127,985 | | K. Rex Query | 672,300 | — | 1,127,985 | 1,127,985 |

  47. Annual Incentives

    | (1) Messrs. Topalian and Laxton elected to defer 10%, and Mr. Needham elected to defer 20%, of their AIP payout and received additional stock units having a value equal to 25% of their deferred amount. |

  48. Long-Term Incentives

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

  49. Long-Term Incentives

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

  50. Long-Term Incentives

    | • | RSUs that vest over time; |

  51. Long-Term Incentives

    | • | Performance RSUs based on ROE performance; and |

  52. Long-Term Incentives

    | • | Stock options. |

  53. Long-Term Incentives

    The Committee believes that one-half of the three-year LTIP awards should be earned relative to performance as compared to the Steel Comparator Group and the other half earned relative to performance as compared to the General Industry Comparator Group. The Committee believes that this plan design provides an incentive to perform better than steel industry competitors, as well as other capital-intensive companies. The Committee also believes it is appropriate to provide a level of retention through time vesting RSUs, alignment with stockholders through stock options and an opportunity to earn performance RSUs based on ROE performance. The Long-Term Incentive Plan – Long-term performance compensation based on relative ROAIC performance Executive Officers earn incentive compensation under the LTIP based on Nucor’s performance during the LTIP’s performance periods. The performance periods commence every January 1 and last for three years. The target award under the LTIP for each performance period is a number of shares of Nucor common stock. For the performance period that began January 1, 2022, the target number of shares was determined by dividing 170% (300% for the CEO) of each Executive Officer’s annual base salary rate as of the beginning of the performance period by the closing price of Nucor common stock on the last trading day immediately preceding the first day of the performance period. O FFICER C OMPENSATION The targets for the performance period that began January 1, 2022 and ended December 31, 2024, for the Executive Officers were as follows:

  54. Long-Term Incentives

    | Executive Officer | Base Salary at the Beginning of the Performance Period ($) | 170% of Base Salary (300% for the CEO) ($) | Nucor Stock Price 12/31/21 ($) | Target Award Number of Shares (#) | | Leon J. Topalian | 1,400,000 | 4,200,000 | 114.15 | 36,793 | | Steve D. Laxton (1) | — | — | 114.15 | 7,867 | | Allen C. Behr | 563,000 | 957,100 | 114.15 | 8,384 | | Daniel R. Needham | 560,000 | 952,000 | 114.15 | 8,339 | | K. Rex Query | 560,000 | 952,000 | 114.15 | 8,339 |

  55. Long-Term Incentives

    | (1) During the performance period that began January 1, 2022 and ended December 31, 2024, Mr. Laxton was promoted to EVP effective March 6, 2022. His target number of shares was calculated by prorating his salary and target opportunity at the beginning of the performance period ($318,200 and 85%, respectively) and his salary and target opportunity upon his promotion ($550,000 and 170%, respectively). |

  56. Long-Term Incentives

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

  57. Long-Term Incentives

    | Steel Comparator Group (1) | | General Industry Comparator Group (1) | | | Rank | Award as a % of Target | Rank | Award as a % of Target | | 1 | 100% | 1 or 2 | 100% | | 2 | 90% | 3 or 4 | 80% | | 3 | 75% | 5 or 6 | 60% | | 4 | 60% | 7 or 8 | 40% | | 5 | 45% | 9 | 20% | | 6 | 25% | 10 or 11 | 0% | | 7 | 0% | | |

  58. Long-Term Incentives

    | (1) These tables represent the potential awards based on the LTIP performance period that began January 1, 2022 and ended December 31, 2024. The comparator group for other performance periods may include more or fewer comparator companies. The potential awards are adjusted to reflect the number of comparator companies in the group. |

  59. Long-Term Incentives

    One-half of each LTIP award is paid in cash and the other half is paid in restricted stock. Restricted stock vests one-third on each of the first three anniversaries of the award date, or upon the Executive Officer’s attainment of age 55, death or disability while employed by Nucor. O FFICER C OMPENSATION An Executive Officer may defer delivery of the restricted stock portion of an LTIP award until the Executive Officer’s retirement or other termination of employment. Nucor does not provide an incentive for the deferral of LTIP restricted stock awards. Dividend equivalents are paid in cash on deferred restricted stock awards within 30 days of when stockholder dividends are paid. 2024 Performance Results and LTIP Payout Nucor’s ROAIC of 55.59% for the LTIP performance period that began January 1, 2022, and ended December 31, 2024 was ranked second relative to members of the Steel Comparator Group (second out of seven) and ranked third relative to members of the General Industry Comparator Group (third out of 11). These rankings resulted in the following performance award as a percentage of targets:

  60. Long-Term Incentives

    | Performance Measure | ROAIC | Ranking | Performance Award as a % of Target Number of Shares | | ROAIC — Steel Comparator Group | 55.59% | 2 nd | 90% | | ROAIC — General Industry Comparator Group | 55.59% | 3 rd | 80% | | Total | | | 170% |

  61. Long-Term Incentives

    The resulting payouts were as follows:

  62. Long-Term Incentives

    | Executive Officer | Target Award Number of Shares | Performance Award as a % of Target | Shares Earned | | Leon J. Topalian | 36,793 | 170% | 62,549 | | Stephen D. Laxton | 7,867 | 170% | 13,374 | | Allen C. Behr | 8,384 | 170% | 14,253 | | Daniel R. Needham | 8,339 | 170% | 14,177 | | K. Rex Query | 8,339 | 170% | 14,177 |

  63. Long-Term Incentives

    Nucor paid one-half of the LTIP award in cash and the other half in the form of restricted shares of Nucor common stock in March 2025. Time-Based Restricted Stock Units – Long-term time-vesting compensation The Committee believes that a grant of time-based RSUs aligns Executive Officers’ interests with those of stockholders, provides significant retentive characteristics and balances the significant amount of performance-based compensation provided. The time-based RSUs represent approximately 7% to 13% of an Executive Officer’s compensation. Each June 1, time-based RSUs are granted to each Executive Officer. One-third of the time-based RSUs become vested on each of the first three anniversaries of the June 1 award date, upon the Executive Officer’s retirement (as defined below) or upon the Executive Officer’s death or disability while employed by Nucor. O FFICER C OMPENSATION The total number of time-based RSUs granted is determined for each Executive Officer position by dividing the dollar amount shown below by the closing price of Nucor’s common stock on the annual June 1 grant date. The following schedule was effective for grants on June 1, 2024:

  64. Long-Term Incentives

    | Position | Time-Based RSU Market Value ($) | | President and Chief Executive Officer | 2,000,000 | | Chief Financial Officer and Chief Operating Officer | 300,000 | | Executive Vice Presidents | 300,000 |

  65. Long-Term Incentives

    Performance-Based Restricted Stock Units — Long-term compensation based on ROE performance Performance-based RSUs are granted based on Nucor’s ROE performance. The Committee believes that performance-based RSUs align Executive Officers’ interests with those of stockholders and provide significant retentive characteristics. Each June 1, performance-based RSUs are granted contingent on Nucor’s ROE for the prior year. One-third of the performance-based RSUs become vested on each of the first three anniversaries of the June 1 award date, upon the Executive Officer’s retirement (as defined below) or upon the Executive Officer’s death or disability while employed by Nucor. The threshold ROE required for a grant of performance-based RSUs is 3%. The maximum number of performance-based RSUs is granted for ROE of 20% or more. The number of performance-based RSUs granted is determined for each Executive Officer’s position as of May 31 of the performance year (2023 for the June 1, 2024 grants) by dividing the dollar amount shown below (prorated for ROE between any of the levels shown below) by the closing price of Nucor’s common stock on the annual June 1 grant date. The following schedule was effective for grants on June 1, 2024:

  66. Long-Term Incentives

    | | Performance RSUs Market Value (Based on Prior Fiscal Year ROE) | | | | | | Position | 3% ROE ($) | 10% ROE ($) | 12.5% ROE ($) | 15% ROE ($) | 20% ROE ($) | | President and Chief Executive Officer | 750,000 | 1,100,000 | 2,500,000 | 3,000,000 | 5,000,000 | | Chief Financial Officer and Chief Operating Officer | 450,000 | 625,000 | 750,000 | 1,530,000 | 2,500,000 | | Executive Vice Presidents | 325,000 | 450,000 | 540,000 | 1,100,000 | 2,500,000 |

  67. Long-Term Incentives

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

  68. Long-Term Incentives

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

  69. Long-Term Incentives

    2024 Performance-Based RSU Awards On June 1, 2024, as a result of 2023 ROE of 23.0%, Executive Officers received performance RSUs with the following values:

  70. Long-Term Incentives

    | Position | Grant Date Value of Performance-Based RSUs ($) (1) | | Leon J. Topalian | 5,000,000 | | Stephen D. Laxton | 2,500,000 | | Allen C. Behr | 2,500,000 | | Daniel R. Needham | 2,500,000 | | K. Rex Query | 2,500,000 |

  71. Long-Term Incentives

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

  72. Long-Term Incentives

    O FFICER C OMPENSATION Stock Options — Long-term performance compensation based on stock price The Committee grants stock options on the same date every year. On June 1, 2024, the Committee granted stock options to each Executive Officer in the amounts shown in the table below with the following grant values:

  73. Long-Term Incentives

    | Position | Grant Date Value of Options Granted ($) (1) | | President and Chief Executive Officer | 1,750,000 | | Chief Financial Officer and Chief Operating Officer | 250,000 | | Executive Vice Presidents | 250,000 |

  74. Long-Term Incentives

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

  75. Long-Term Incentives

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

  76. Policies and Practices Related to Stock Option Grants

    Policies and Practices Related to Stock Option Grants Nucor’s policies and practices for grants of stock options provide that:

  77. Policies and Practices Related to Stock Option Grants

    | • | the effective grant date for stock option grants, including grants to our Executive Officers, is June 1 of each year; |

  78. Policies and Practices Related to Stock Option Grants

    | • | any newly hired Nucor teammates, including Executive Officers, are not eligible to be granted stock options until the first June 1 following their date of hire; and |

  79. Policies and Practices Related to Stock Option Grants

    | • | the exercise price of all stock options must be equal to or greater than the market price of Nucor common stock on the date of grant. |

  80. Policies and Practices Related to Stock Option Grants

    The Committee approves stock option grants to Nucor teammates, including our Executive Officers, at the Committee meeting before the annual June 1 grant date. Nucor does not time the release of material nonpublic information to affect the value of our equity-based compensation.

  81. Summary Compensation Table

    Summary Compensation Table The table below describes the total compensation of our Executive Officers in 2024.

  82. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (i) | (j) | | Leon J. Topalian | 2024 | 1,560,000 | — | 12,057,054 | 1,750,000 | 2,715,898 | 941,136 | 19,024,088 | | Chair, President and CEO | 2023 | 1,500,000 | — | 12,203,031 | 1,750,000 | 5,062,500 | 1,985,095 | 22,500,626 | | | 2022 | 1,400,000 | — | 11,882,413 | 1,750,000 | 4,914,000 | 3,126,758 | 23,073,171 | | Stephen D. Laxton | 2024 | 702,650 | — | 4,141,739 | 250,000 | 1,061,016 | 791,105 | 6,946,510 | | Chief Financial Officer and | 2023 | 640,000 | — | 4,112,882 | 250,000 | 1,620,000 | 690,503 | 7,313,385 | | Executive Vice President | 2022 | 509,356 | — | 1,005,947 | 250,000 | 1,340,879 | 438,758 | 3,544,940 | | Allen C. Behr | 2024 | 672,300 | — | 3,942,781 | 250,000 | 1,127,985 | 810,240 | 6,803,306 | | Executive Vice President | | | | | | | | | | Daniel R. Needham | 2024 | 672,300 | — | 4,224,777 | 250,000 | 902,388 | 1,185,764 | 7,235,229 | | Executive Vice President | 2023 | 614,200 | — | 4,275,881 | 250,000 | 1,381,950 | 1,010,039 | 7,532,070 | | | 2022 | 560,000 | — | 4,161,439 | 250,000 | 1,310,400 | 910,076 | 7,191,915 | | K. Rex Query | 2024 | 672,300 | — | 3,942,781 | 250,000 | 1,127,985 | 1,206,366 | 7,199,432 | | Executive Vice President | 2023 | 614,200 | — | 3,844,022 | 250,000 | 1,727,438 | 1,028,146 | 7,463,806 | | | 2022 | 560,000 | — | 3,751,939 | 250,000 | 1,638,000 | 931,951 | 7,131,890 |

  83. Summary Compensation Table

    | (1) The amounts shown represent the grant date fair value of the shares or stock options awarded. The stock awards for 2024 include the following grant date fair values of the performance-based awards that may be earned under the LTIP for target-level performance during the 2024–2026 performance period: Mr. Topalian, $4,680,000; Mr. Laxton, $1,194,505; Mr. Behr, $1,142,910; Mr. Needham, $1,142,910; and Mr. Query, $1,142,910. The grant date fair values of the performance-based awards assuming performance at the maximum level over the three-year performance period would have been: Mr. Topalian, $9,360,000; Mr. Laxton, $2,389,010; Mr. Behr, $2,285,820; Mr. Needham, $2,285,820; and Mr. Query, $2,285,820. Our policy and assumptions made in the valuation of share-based payments are contained in Notes 2 and 16 of Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024. |

  84. Summary Compensation Table

    O FFICER C OMPENSATION

  85. Summary Compensation Table

    | (2) The amounts presented in the “All Other Compensation” column for 2024 consist of the following: |

  86. Summary Compensation Table

    | | Supplemental Executive Retirement Plan Benefit | Matching Contribution to the Nucor 401(k) Retirement Savings Plan | Total | | | ($) | ($) | ($) | | Leon J. Topalian | 935,386 | 5,750 | 941,136 | | Stephen D. Laxton | 785,355 | 5,750 | 791,105 | | Allen C. Behr | 804,490 | 5,750 | 810,240 | | Daniel R. Needham | 1,180,014 | 5,750 | 1,185,764 | | K. Rex Query | 1,200,616 | 5,750 | 1,206,366 |

  87. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The table below shows the outstanding equity awards for each Executive Officer on December 31, 2024.

  88. Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | (a) | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | | Leon J. Topalian | 223,981 | | 42.46 | 5/31/30 | 104,118(5) | 12,151,612 | 25,545(6) | 2,981,357 | | | 54,179 | | 110.74 | 5/31/31 | | | 39,261(8) | 4,582,151 | | | | 38,656(2) | 130.71 | 5/31/32 | | | | | | | | 35,268(3) | 133.03 | 5/31/33 | | | | | | | | 25,799(4) | 168.85 | 5/31/34 | | | | | | Stephen D. Laxton | — | 5,522(2) | 130.71 | 5/31/32 | 37,331(5) | 4,356,901 | 6,520(6) | 760,949 | | | | 5,038(3) | 133.03 | 5/31/33 | 16,319(7) | 1,904,590 | 9,492(8) | 1,107,811 | | | | 3,685(4) | 168.85 | 5/31/34 | 1,677(9) | 195,723 | | | | Allen C. Behr | 15,068 | | 42.46 | 5/31/30 | 50,509(5) | 5,894,905 | 6,238(6) | 728,037 | | | 7,739 | | 110.74 | 5/31/31 | 23,770(10) | 2,774,197 | 9,299(8) | 1,085,286 | | | | 5,522(2) | 130.71 | 5/31/32 | 395(11) | 46,100 | | | | | | 5,038(3) | 133.03 | 5/31/33 | | | | | | | | 3,685(4) | 168.85 | 5/31/34 | | | | | | Daniel R. Needham | 7,739 | | 110.74 | 5/31/31 | 40,753(5) | 4,756,283 | 6,238(6) | 728,037 | | | | 5,522(2) | 130.71 | 5/31/32 | | | 9,109(8) | 1,063,111 | | | | 5,038(3) | 133.03 | 5/31/33 | | | | | | | | 3,685(4) | 168.85 | 5/31/34 | | | | | | K. Rex Query | 7,739 | | 110.74 | 5/31/31 | 70,073(5) | 8,178,220 | 6,238(6) | 728,037 | | | | 5,522(2) | 130.71 | 5/31/32 | | | 9,109(8) | 1,063,111 | | | | 5,038(3) | 133.03 | 5/31/33 | | | | | | | | 3,685(4) | 168.85 | 5/31/34 | | | | |

  89. Outstanding Equity Awards at Fiscal Year-End Table

    | (1) The awards have been valued using the December 31, 2024 closing price of Nucor common stock of $116.71. |

  90. Outstanding Equity Awards at Fiscal Year-End Table

    | (2) Represents stock options vesting on June 1, 2025. |

  91. Outstanding Equity Awards at Fiscal Year-End Table

    | (3) Represents stock options vesting on June 1, 2026. |

  92. Outstanding Equity Awards at Fiscal Year-End Table

    | (4) Represents stock options vesting on June 1, 2027. |

  93. Outstanding Equity Awards at Fiscal Year-End Table

    | (5) Represents RSUs vesting as follows: |

  94. Outstanding Equity Awards at Fiscal Year-End Table

    | | RSUs Vesting | | | | | | Name | June 1, 2025 | June 1, 2026 | June 1, 2027 | Upon Retirement | Total | | | (#) | (#) | (#) | (#) (a) | (#) | | Leon J. Topalian | 49,209 | 31,359 | 13,819 | 9,731 | 104,118 | | Stephen D. Laxton | 13,944 | 12,543 | 5,528 | 5,316 | 37,331 | | Allen C. Behr | 19,684 | 12,543 | 5,528 | 12,754 | 50,509 | | Daniel R. Needham | 19,684 | 12,543 | 5,528 | 2,998 | 40,753 | | K. Rex Query | 19,684 | 12,543 | 5,528 | 32,318 | 70,073 |

  95. Outstanding Equity Awards at Fiscal Year-End Table

    | (a) These units vest upon the Executive Officer’s retirement, as defined in the CD&A, with the prior approval of the Committee. |

  96. Outstanding Equity Awards at Fiscal Year-End Table

    | (6) Represents the expected number of shares that will be earned under the LTIP for the 2024-2026 performance period valued using the December 31, 2024 closing price of Nucor common stock of $116.71. The expected number of shares that will be earned has been calculated based on performance through December 31, 2024. One-half of the value of the shares that are earned will be paid in cash and the other half will be paid in the form of restricted shares of Nucor common stock after the end of the performance period. |

  97. Outstanding Equity Awards at Fiscal Year-End Table

    | (7) Represents restricted stock issued under the LTIP vesting as follows: 7,039 shares vesting on March 10, 2025 and 9,280 shares vesting on December 22, 2025. |

  98. Outstanding Equity Awards at Fiscal Year-End Table

    | (8) Represents the expected number of shares that will be earned under the LTIP for the 2023-2025 performance period valued using the December 31, 2024 closing price of Nucor common stock of $116.71. The expected number of shares that will be earned has been calculated based on performance through December 31, 2024. One-half of the value of the shares that are earned will be paid in cash and the other half will be paid in the form of restricted shares of Nucor common stock after the end of the performance period. |

  99. Outstanding Equity Awards at Fiscal Year-End Table

    | (9) Represents common stock units deferred under the AIP vesting on December 22, 2025. |

  100. Outstanding Equity Awards at Fiscal Year-End Table

    | (10) Represents restricted stock issued under the LTIP vesting as follows: 11,427 shares vesting on March 10, 2025, 8,133 shares vesting on March 10, 2026 and 4,210 shares vesting on March 10, 2027. |

  101. Outstanding Equity Awards at Fiscal Year-End Table

    | (11) Represents common stock units deferred under the AIP vesting on July 3, 2028. |

  102. Options Exercised and Stock Vested Table

    Options Exercised and Stock Vested Table The table below presents the stock options exercised by each Executive Officer in 2024. Stock awards vested in 2024 are comprised of restricted stock granted under the LTIP for the performance periods ended December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023 and RSUs issued in 2021, 2022 and 2023. Under the LTIP, awards vest over a three-year period unless the executive is age 55 or older, dies or becomes disabled. In 2024, Messrs. Topalian, Needham and Query were 55 or older and became fully vested upon grant in the restricted shares awarded for the three-year performance period ended December 31, 2023. Messrs. Laxton and Behr are under the age of 55; therefore, their restricted shares vest one-third on each of the first three anniversaries of the award date or upon their attainment of age 55.

  103. Options Exercised and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | (a) | (b) | (c) | (d) | (e) | | Leon J. Topalian | — | — | 73,190 | 12,955,464 | | Stephen D. Laxton | — | — | 13,131 | 2,295,574 | | Allen C. Behr | — | — | 24,690 | 4,326,818 | | Daniel R. Needham | — | — | 27,823 | 4,930,268 | | K. Rex Query | — | — | 28,020 | 4,967,213 |

  104. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table The table below presents information related to three programs: AIP Deferrals, LTIP Deferrals and the Supplemental Retirement Plan for Executive Officers. AIP Deferrals – Executive Officers may elect to defer up to one-half of their AIP award into Nucor common stock units. The AIP provides an incentive for Executive Officers to defer their AIP awards by providing a grant of additional Nucor common stock units equal to 25% of the number of common stock units deferred. An Executive Officer is always vested in the common stock units attributable to the deferred award. The deferral incentive units become vested upon the Executive Officer’s attainment of age 55, death or disability while employed by Nucor. The vested common stock units are distributed to the Executive Officer in the form of Nucor common stock following the Executive Officer’s retirement or other termination of employment. Dividend equivalents are paid on deferred incentive units in cash within 30 days of when stockholders are paid. LTIP Deferrals – Executive Officers may elect to defer payment of all (and not less than all) of the portion of an LTIP award that is payable in restricted stock into Nucor restricted stock units. The deferred restricted stock units vest one-third on each of the first three anniversaries of the award date, or upon the Executive Officer’s attainment of age 55, death or disability while employed by Nucor. Dividend equivalents are paid on the restricted stock units in cash within 30 days of when stockholders are paid. Nucor does not provide any incentive (such as a matching contribution credit) for the deferral LTIP awards. Supplemental Retirement Plan for Executive Officers – The supplemental executive retirement plan (the “SERP”) provides a retirement benefit that is earned during service as an EVP or more senior executive. The normal retirement benefit under the SERP is equal to 3.36 times final monthly salary for 24 months upon retirement after age 60 or after age 55 and completion of seven years of service as an EVP or above. The SERP provides an early retirement benefit equal to 50% of the accrued retirement benefit upon retirement prior to satisfying the requirements for normal retirement. The SERP also provides a pre-retirement benefit in the event of an executive’s disability, death or not for cause termination equal to the greater of the accrued retirement benefit or 50% of the normal retirement benefit.

  105. Nonqualified Deferred Compensation Table

    | Name | Award Type | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) (1) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($) | | (a) | | (b) | (c) | (d) | (e) | (f) | | Leon J. Topalian | AIP Deferrals | 562,499(3) | 140,625(4) | (494,617) | | 916,176(5) | | | SERP (2) | | 935,386 | | | 10,483,200 | | Stephen D. Laxton | AIP Deferrals | 180,000(6) | 45,000(7) | (494,929) | | 978,519(8) | | | SERP (2) | | 785,355 | | | 1,903,865 | | Allen C. Behr | AIP Deferrals | | | (113,179) | | 230,404(9) | | | SERP (2) | | 804,490 | | | 2,985,391 | | Daniel R. Needham | AIP Deferrals | 345,488(10) | 86,373(11) | (1,421,845) | | 2,838,799(12) | | | LTIP Deferrals | 2,163,665(13) | | (1,939,531) | | 3,948,416(14) | | | SERP (2) | | 1,180,014 | | | 3,682,839 | | K. Rex Query | SERP (2) | | 1,200,616 | | | 3,806,157 |

  106. Nonqualified Deferred Compensation Table

    | (1) Represents the value of the units due to the change in Nucor’s common stock price from $174.04 on December 31, 2023 and $185.82 on March 8, 2024 to $116.71 on December 31, 2024. |

  107. Nonqualified Deferred Compensation Table

    | (2) Mr. Topalian has met the age and service requirements for normal retirement under the plan. The benefit above represents the benefit he will be entitled to receive upon retirement from the Company. Messrs. Laxton, Behr, Needham and Query have not met the age and service requirements for normal retirement and therefore the amounts shown above represent their accrued normal retirement benefit. If Messrs. Laxton, Behr, Needham and Query had retired on December 31, 2024, they would have been entitled to receive $951,933, $1,492,695, $1,841,419 and $1,903,078, respectively, which is 50% of their accrued normal retirement benefit. |

  108. Nonqualified Deferred Compensation Table

    | (3) Represents the value of 3,027 common stock units deferred by Mr. Topalian under the 2023 AIP valued using the closing price of Nucor common stock of $185.82 on March 8, 2024, the date the units were issued. |

  109. Nonqualified Deferred Compensation Table

    | (4) Represents the value of 757 additional common stock units granted to Mr. Topalian as a 25% match of the units deferred under the 2023 AIP. The units have been valued using the closing price of Nucor common stock of $185.82 on March 8, 2024, the date the units were issued. |

  110. Nonqualified Deferred Compensation Table

    | (5) Represents 7,850 deferred units valued using the closing price of Nucor common stock of $116.71 on December 31, 2024. Of the amount shown, $1,385,603 was reported in the Summary Compensation Tables of Nucor proxy statements for previous years for Mr. Topalian. The amount shown exceeds the amount reported in the Summary Compensation Tables by $469,427, which is equal to the net decrease in value of the deferred units since Mr. Topalian began deferring under the AIP. |

  111. Nonqualified Deferred Compensation Table

    | (6) Represents the value of 969 common stock units deferred by Mr. Laxton under the 2023 AIP valued using the closing price of Nucor common stock of $185.82 on March 8, 2024, the date the units were issued. |

  112. Nonqualified Deferred Compensation Table

    | (7) Represents the value of 242 additional common stock units granted to Mr. Laxton as a 25% match of the units deferred under the 2023 AIP. The units have been valued using the closing price of Nucor common stock of $185.82 on March 8, 2024, the date the units were issued. |

  113. Nonqualified Deferred Compensation Table

    | (8) Represents 8,384 deferred units valued using the closing price of Nucor common stock of $116.71 on December 31, 2024. Of the amount shown, $411,314 was reported in the Summary Compensation Tables of Nucor proxy statements for previous years for Mr. Laxton. |

  114. Nonqualified Deferred Compensation Table

    | (9) Represents 1,974 deferred units valued using the closing price of Nucor common stock of $116.71 on December 31, 2024. None of the amount shown has been reported in the Summary Compensation Tables of Nucor proxy statements for previous years for Mr. Behr. |

  115. Nonqualified Deferred Compensation Table

    | (10) Represents the value of 1,859 common stock units deferred by Mr. Needham under the 2023 AIP valued using the closing price of Nucor common stock of $185.82 on March 8, 2024, the date the units were issued. |

  116. Nonqualified Deferred Compensation Table

    | (11) Represents the value of 465 additional common stock units granted to Mr. Needham as a 25% match of the units deferred under the 2023 AIP. The units have been valued using the closing price of Nucor common stock of $185.82 on March 8, 2024, the date the units were issued. |

  117. Nonqualified Deferred Compensation Table

    | (12) Represents 24,324 deferred units valued using the closing price of Nucor common stock of $116.71 on December 31, 2024. Of the amount shown, $841,360 was reported in the Summary Compensation Tables of Nucor proxy statements for previous years for Mr. Needham. |

  118. Nonqualified Deferred Compensation Table

    | (13) Represents the value of 12,432 common stock units deferred by Mr. Needham under the 2021 LTIP valued using the closing price of Nucor common stock of $174.04 on December 31, 2023. |

  119. Nonqualified Deferred Compensation Table

    | (14) Represents 33,831 deferred units valued using the closing price of Nucor common stock of $116.71 on December 31, 2024. None of the amount shown has been reported in the Summary Compensation Tables of Nucor proxy statements for previous years for Mr. Needham. |

  120. Post-Termination Payments Summary

    | | Executive Benefits and Payments Upon Termination | Voluntary Termination ($) | Retirement ($) (1) | Involuntary Not for Cause Termination ($) | For Cause Termination ($) | Disability ($) | Death ($) | Change In Control ($) | | Leon J. Topalian | Non-compete—cash | 3,697,417 | 3,697,417 | 3,697,417 | 3,697,417 | 3,697,417 | — | 18,782,664 | | | Vesting of restricted stock | — | 12,151,612 | — | — | 12,151,612 | 12,151,612 | 12,151,612 | | | Vesting of stock options | — | — | — | — | — | — | — | | | Pro-Rata LTIP | — | — | — | — | — | — | 52,286 | | | Non-Qualified/SERP | 10,483,200 | 10,483,200 | 10,483,200 | — | 10,483,200 | 10,483,200 | 10,483,200 | | | Benefits and perquisites | — | — | — | — | — | — | 55,507 | | | Total | 14,180,617 | 26,332,229 | 14,180,617 | 3,697,417 | 26,332,229 | 22,634,812 | 41,525,269 | | Stephen D. Laxton | Non-compete—cash | 2,685,030 | — | 2,685,030 | 2,685,030 | 1,285,264 | — | 5,480,601 | | | Vesting of restricted stock | — | — | — | — | 7,267,109 | 7,267,109 | 7,267,109 | | | Vesting of stock options | — | — | — | — | — | — | — | | | Pro-Rata LTIP | — | — | — | — | 992,152 | 992,152 | 1,005,457 | | | Non-Qualified/SERP | 952,026 | — | 1,904,052 | — | 1,904,052 | 2,360,904 | 1,904,052 | | | Benefits and perquisites | — | — | — | — | — | — | 48,089 | | | Total | 3,637,056 | — | 4,589,082 | 2,685,030 | 11,448,577 | 10,620,165 | 15,705,308 | | Allen C. Behr | Non-compete—cash | 3,605,872 | — | 3,605,872 | 3,605,872 | 1,601,822 | — | 4,370,065 | | | Vesting of restricted stock | — | — | — | — | 9,546,858 | 9,546,858 | 9,546,858 | | | Vesting of stock options | — | — | — | — | — | — | — | | | Pro-Rata LTIP | — | — | — | — | 966,125 | 966,125 | 978,847 | | | Non-Qualified/SERP | 1,492,258 | — | 2,984,515 | — | 2,984,515 | 2,984,515 | 2,984,515 | | | Benefits and perquisites | — | — | — | — | — | — | 47,897 | | | Total | 5,098,130 | — | 6,590,387 | 3,605,872 | 15,099,320 | 13,497,498 | 17,928,182 | | Daniel R. Needham | Non-compete—cash | 1,139,175 | 1,139,175 | 1,139,175 | 1,139,175 | 1,139,175 | — | 4,340,215 | | | Vesting of restricted stock | — | 4,756,283 | — | — | 4,756,283 | 4,756,283 | 4,756,283 | | | Vesting of stock options | — | — | — | — | — | — | — | | | Pro-Rata LTIP | — | — | — | — | — | — | 12,721 | | | Non-Qualified/SERP | 2,525,087 | — | 2,525,087 | — | 2,525,087 | 2,525,087 | 2,525,087 | | | Benefits and perquisites | — | — | — | — | — | — | 31,558 | | | Total | 3,664,262 | 5,895,458 | 3,664,262 | 1,139,175 | 8,420,545 | 7,281,370 | 11,665,864 | | K. Rex Query | Non-compete—cash | 1,921,030 | 1,921,030 | 1,921,030 | 1,921,030 | 1,921,030 | — | 4,340,215 | | | Vesting of restricted stock | — | 8,178,220 | — | — | 8,178,220 | 8,178,220 | 8,178,220 | | | Vesting of stock options | — | — | — | — | — | — | — | | | Pro-Rata LTIP | — | — | — | — | — | — | 12,721 | | | Non-Qualified/SERP | 2,579,865 | — | 2,579,865 | — | 2,579,865 | 2,579,865 | 2,579,865 | | | Benefits and perquisites | — | — | — | — | — | — | 26,102 | | | Total | 4,500,895 | 10,099,250 | 4,500,895 | 1,921,030 | 12,679,115 | 10,758,085 | 15,137,123 |

  121. Pay Ratio Disclosure

    Pay Ratio Disclosure The SEC rules require that we provide a comparison of the 2024 annual total compensation of Mr. Topalian, our CEO, to the annual total compensation of the individual identified as our median paid employee. For purposes of providing the comparison in accordance with the SEC rules, we identified a “median employee” and compared Mr. Topalian’s annual total compensation to that of the median employee. For 2024, our last completed fiscal year:

  122. Pay Ratio Disclosure

    | • | Mr. Topalian’s annual total compensation was $19,024,088. |

  123. Pay Ratio Disclosure

    | • | Our median employee’s annual total compensation was $98,334. |

  124. Pay Ratio Disclosure

    | • | The ratio of Mr. Topalian’s annual total compensation to our median employee’s annual total compensation was 193 to 1. |

  125. Pay Ratio Disclosure

    The methodology that we used to identify the median employee is described below. Annual total compensation is calculated in the same manner as the amount set forth in the “Total” column in the Summary Compensation Table. While the methodology involves several assumptions and adjustments, we believe the pay ratio information set forth above constitutes a reasonable estimate, calculated in a manner consistent with the applicable SEC rules. Because other companies may use different methodologies to identify their median employees, the pay ratio set forth above may not be comparable to the pay ratios reported by other companies. Methodology. The SEC rules permit companies to identify the median paid employee once every three years as long as there has been no change in the company’s employee population or compensation arrangements that significantly impacts the pay ratio disclosure. As we have had no changes in the organization that would significantly impact our pay ratio disclosure, we are employing the same methodology and median employee identified in 2022 for this year’s pay ratio disclosure. Date Used to Determine Employee Population. For purposes of identifying the median employee, we selected December 31, 2022 to be the date as of which we would determine our employee population. Composition of Employee Population. We determined that, as of December 31, 2022, we had 29,758 employees globally. Of that amount, 26,288 were U.S. employees and 3,470 were non-U.S. employees. In order to simplify the determination of the median employee and as permitted by the SEC rules, we excluded 1,102 non-U.S. employees (approximately 3.7% of our employees) located in four countries, comprising all of the employees in those countries, as set forth in the table below:

  126. Pay Ratio Disclosure

    | Country Excluded | Number of Employees Excluded | | India | 344 | | Mexico | 747 | | Singapore | 2 | | Switzerland | 9 |

  127. Pay Ratio Disclosure

    After excluding the 1,102 non-U.S. employees, we determined the identity of our median employee from a population of 28,655 employees (excluding the CEO), including 26,287 U.S. employees and 2,368 non-U.S. employees. Given the availability of payroll data and the size, composition and global diversity of these 28,655 employees, we employed statistical sampling to assist in identification of the median employee. We stratified the employee population based on similarity of characteristics such as product line and geography into groups. We then took the natural log of compensation data for each employee within the group. From the lognormal data, we calculated median, standard deviation and variance of each group for the purposes of deriving sample sizes that fairly represented the grouping. Using this methodology, we generated a random sample of 3,771 employees. The group medians were then weighted by total group headcount relative to Nucor’s 28,655 employees to derive the median employee. As permitted by SEC regulations, the employee population data described above does not include 1,555 employees of entities acquired in 2022. Pay Data Used. To identify the median employee, we derived compensation information from our payroll records for 2022. We used a consistently applied compensation measure (“CACM”), which included total taxable income, or equivalent. We converted the amount of compensation paid to non-U.S. employees to U.S. dollars using average foreign currency exchange rates for 2022. We annualized compensation for employees hired during 2022. FFICER C OMPENSATION

  128. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure 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 actually paid” (“CAP”) and certain Company and peer group financial performance measures for the fiscal years listed below. Please refer to our CD&A for a complete description of how executive compensation relates to Company performance and how the Committee makes its decisions.

  129. Pay Versus Performance Disclosure

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (1) (2) (3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (4) | Average Compensation Actually Paid to Non-PEO NEOs ($) (2) (3) (4) | Nucor TSR ($) (5) | Peer Group TSR ($) (5) | Net Income (in millions) ($) | ROE | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 19,024,088 | 334,785 | 7,046,119 | 1,183,362 | 229 | 253 | 2,027 | 9.8% | | 2023 | 22,500,626 | 40,100,366 | 7,436,632 | 12,599,657 | 337 | 299 | 4,525 | 23.0% | | 2022 | 23,073,171 | 37,341,765 | 6,499,047 | 8,430,764 | 252 | 216 | 7,607 | 46.9% | | 2021 | 11,618,019 | 52,148,691 | 5,246,942 | 23,557,361 | 215 | 179 | 6,827 | 55.0% | | 2020 | 11,265,538 | 12,399,819 | 7,296,327 | 5,762,046 | 98 | 106 | 721 | 6.8% |

  130. Pay Versus Performance Disclosure

    | (1) The principal executive officer, or PEO, for each of the years listed is Leon J. Topalian. |

  131. Pay Versus Performance Disclosure

    | (2) The dollar amounts shown in these columns reflect CAP computed in accordance with SEC rules. The SEC rules require the use of the fair value of Nucor common stock at points in time and do not reflect that a significant portion of CAP may never be earned or delivered to NEOs due to a number of factors, including the failure of the NEOs to satisfy vesting requirements or a decrease in the fair value of Nucor common stock. The Total Adjustments for Equity Awards are shown in the table below. |

  132. Pay Versus Performance Disclosure

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | PEO | $ | $ | $ | $ | $ | | Total Compensation from Summary Compensation Table | $19,024,088 | $22,500,626 | $23,073,171 | $11,618,019 | $11,265,538 | | Adjustments for Equity Awards: | | | | | | | Grant date values in the Summary Compensation Table | (13,807,054) | (13,953,031) | (13,632,413) | (5,689,943) | (5,312,358) | | Year-end fair value of unvested awards granted in the current year | 8,633,098 | 20,034,869 | 18,173,840 | 12,422,466 | 6,896,426 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | (12,189,182) | 7,651,801 | 7,527,586 | 28,207,308 | 81,777 | | Fair values at vest date for awards granted and vested in current year | 443,693 | 688,608 | 546,000 | — | — | | Difference in prior year-end fair values and vest date fair values for awards granted in prior years | (1,995,672) | 2,970,935 | 1,412,224 | 5,434,578 | (690,755) | | Dividends or dividend equivalents in the current year prior to vesting | 225,814 | 206,558 | 241,357 | 156,263 | 159,191 | | Total Adjustments for Equity Awards | (18,689,303) | 17,599,740 | 14,268,594 | 40,530,672 | 1,134,281 | | CAP (as calculated) | 334,785 | 40,100,366 | 37,341,765 | 52,148,691 | 12,399,819 |

  133. Pay Versus Performance Disclosure

    O FFICER C OMPENSATION

  134. Pay Versus Performance Disclosure

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | Average Non-PEO NEOs | $ | $ | $ | $ | $ | | Total Compensation from Summary Compensation Table | 7,046,119 | 7,436,632 | 6,499,047 | 5,246,942 | 7,296,327 | | Adjustments for Equity Awards: | | | | | | | Grant date values in the Summary Compensation Table | (4,313,020) | (4,372,935) | (3,844,616) | (2,431,870) | (2,578,948) | | Year-end fair value of unvested awards granted in the current year | 2,794,844 | 6,034,842 | 3,238,139 | 5,092,457 | 1,938,739 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | (4,189,878) | 2,449,994 | 430,648 | 11,458,211 | (483,507) | | Fair values at vest date for awards granted and vested in current year | 107,665 | 214,417 | 1,194,601 | 528,952 | 658,862 | | Difference between prior year-end fair values and vest date fair values for awards granted in prior years | (391,617) | 732,283 | 834,710 | 3,512,002 | (1,239,087) | | Dividends or dividend equivalents in the current year prior to vesting | 129,249 | 104,424 | 78,235 | 150,667 | 169,660 | | Total Adjustments for Equity Awards | (5,862,757) | 5,163,025 | 1,931,717 | 18,310,419 | (1,534,281) | | CAP (as calculated) | 1,183,362 | 12,599,657 | 8,430,764 | 23,557,361 | 5,762,046 |

  135. Pay Versus Performance Disclosure

    | (3) Equity valuation assumptions for calculating CAP are not materially different from grant date valuation assumptions. |

  136. Pay Versus Performance Disclosure

    | (4) Information regarding non-PEO named executive officers, or NEOs, reflects the average Summary Compensation Table total compensation and average CAP for the following executives by year: |

  137. Pay Versus Performance Disclosure

    | 2024 | 2023 | 2022 | 2021 | 2020 | | Stephen D. Laxton | Stephen D. Laxton | James D. Frias | James D. Frias | James D. Frias | | Allen C. Behr | Daniel R. Needham | Stephen D. Laxton | Douglas J. Jellison | Ladd R. Hall | | Daniel R. Needham | K. Rex Query | Daniel R. Needham | David A. Sumoski | Raymond S. Napolitan, Jr. | | K. Rex Query | David A. Sumoski | K. Rex Query | D. Chad Utermark | David A. Sumoski | | | | MaryEmily Slate | | D. Chad Utermark | | | | D. Chad Utermark | | |

  138. Pay Versus Performance Disclosure

    | (5) Total shareholder return (“TSR”) is calculated based on the value of an initial fixed investment of $100 on December 31, 2019, assuming reinvestment of dividends. The peer group TSR represents TSR of the S&P 1500 Steel Index, which is the peer group used by the Company for purposes of Item 201(e) of SEC Regulation S-K in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |

  139. Pay Versus Performance: Graphical Description

    Pay Versus Performance: Graphical Description The illustrations below provide a graphical description of CAP and the following measures:

  140. Pay Versus Performance: Graphical Description

    | • | the Company’s cumulative TSR and the Peer Group’s cumulative TSR; |

  141. Pay Versus Performance: Graphical Description

    | • | the Company’s Net Income; and |

  142. Pay Versus Performance: Graphical Description

    | • | the Company Selected Measure, which for Nucor is ROE. |

  143. Pay Versus Performance: Graphical Description

    O FFICER C OMPENSATION