DEF 14A of Steel Dynamics Inc
Filed Mar 13, 2025 · FY20240001558370-25-002901
Election of Directors
Election of Directors The company’s amended and restated articles of incorporation provide for election of directors by the vote of a majority of the votes cast in uncontested elections. A majority of the votes cast means that the number of shares voted “for” a director’s election must exceed the number of votes cast “against” that director’s election. Abstentions and broker non-votes will not be counted as votes cast either “for” or “against” a director’s election and therefore will have no effect on the outcome. This requires that an incumbent director who fails to receive a majority of votes cast in an uncontested election to not be elected, but continue to serve as a “holdover” director. However, under the Company’s Corporate Governance Policies, the unelected director is required to submit an irrevocable advance resignation. The Board would determine the appropriate responsive action and communicate its decision, and its underlying rationale, to shareholders within 90 days of certification of the election results.
Shareholder Proposals for 2026
| Mark D. Millett, Co-Founder, Chairman, and Chief Executive Officer Director Since 1993 | Age 65 Outside Public Company Directorships None Committees None Education Bachelor’s degree in Metallurgy from the University of Surrey in England (1981) Key Qualifications Mr. Millett brings to the Board strong leadership and industry experience having co-founded the Company and led the Company as its President and CEO since January 2012, through a period of tremendous long-term strategic growth and value creation. During Mr. Millett’s tenure as CEO, the Company’s common stock has appreciated over 750%. His experience as a seasoned public company CEO, coupled with his steel industry experience and his operational, commercial, cultural, and strategic expertise, are valuable assets to the Board. Professional Background Mr. Millett co-founded the Company in 1993. Mr. Millett has been our Board Chair since May 2021 and has been our Chief Executive Officer since January 2012. Prior to that, he has held various positions within the Company, including President and Chief Operating Officer, Executive Vice President of Metals Recycling and Ferrous Resources, and Executive Vice President of Flat Roll Operations. Mr. Millett was responsible for the design, construction, and start-up operation of all of our steel mills, including our Butler, Indiana flat roll, melting, and casting operations. Mr. Millett is a Past Chairman of the Steel Manufacturers Association (SMA). In 2019, Mr. Millett was named the recipient of the James F. Collins Achievement in Advocacy Award by the SMA. In 2014 and 2022, Mr. Millett was named Steelmaker of the Year by the Association for Iron & Steel Technology. In 2024, Mr. Millett received the Willy Korf / Ken Iverson Steel Vision Award for his significant contributions to the steel industry while promoting goodwill and integrity. |
Sheree L. Bargabos, Director
Sheree L. Bargabos, Director Director Since 2018 | Age 69 Outside Public Company Directorships None (formerly director of PGT Innovations, Inc. from 2016 to 2024) Committees Audit Committee and Compensation Committee Member Education Bachelor of Science degree in Chemistry from McGill University in Montreal, Quebec, Canada and an MBA from Babson College in Wellesley, Massachusetts Key Qualifications Among numerous strong leadership characteristics, Ms. Bargabos brings a strong background in industrial operations, safety practices, commercial platforms, employee matters, and operational excellence to our Board. Professional Background Retired. Ms. Bargabos served from 2002 through 2012 as the President of the Roofing and Asphalt Division of Owens Corning, a global manufacturer of composites and building materials. In her capacity as President, Ms. Bargabos was responsible for the $2 billion roofing and asphalt business segment, managing 2,000 employees across 14 manufacturing locations. From 2013 through her retirement in 2015, Ms. Bargabos assumed the role of Vice President, Customer Experience, Roofing, helping to facilitate the successful transition of her successor, among other responsibilities.
Sheree L. Bargabos, Director
| 32 | Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength |
Sheree L. Bargabos, Director
| Kenneth W. Cornew, Lead Independent Director Director Since 2016 | Age 60 Outside Public Company Directorships None Committees Corporate Governance and Nominating Committee Member and Compensation Committee Chair Education Bachelor of Science degree in Electrical Engineering from Rutgers University (1987) and an MBA from Drexel University (1995) Key Qualifications Mr. Cornew brings to the Board a comprehensive understanding and experience in power operations, commodity cycles, commercial expertise, strategic growth, mergers and acquisitions, safety, and process improvement. He also brings an extensive knowledge and understanding of public company governance and regulatory matters. Professional Background Retired. Mr. Cornew served from 2013 through early 2021 as Senior Executive Vice President and Chief Commercial Officer of Exelon Corporation and President and CEO of Exelon Generation. Mr. Cornew was responsible for the operations of Exelon’s nuclear, fossil, and renewable fleets, as well as the commercial and retail businesses of Constellation. In 1990 Mr. Cornew joined Exelon where, throughout his career, he was instrumental in establishing and growing the company’s competitive energy business. Prior to joining Exelon, Mr. Cornew worked for PJM Interconnection, a regional transmission organization and part of the U.S. Eastern Interconnection Grid serving several states in the Mid-Atlantic and Mid-West regions. Mr. Cornew was a leader in advocacy for the industry and served on the Board of Directors of the Electric Power Research Institute whose focus is research and development relating to the generation, delivery and use of electricity. Mr. Cornew previously served on the Industry Advisory Board for Rutgers School of Engineering, the Advisory Board of FM Global Washington/Philadelphia, and the Board of Trustees for the Living Classrooms Foundation. |
Sheree L. Bargabos, Director
| Traci M. Dolan, Director Director Since 2012 | Age 67 Outside Public Company Directorships None Committees Audit Committee Chair and Corporate Governance and Nominating Committee Member Education Bachelor of Science Degree in Business from Indiana University (1981) Key Qualifications Ms. Dolan brings to the Board a comprehensive knowledge of accounting, finance and financial management, as well as experience in managing and overseeing regulatory compliances in the areas of executive compensation and risk management involving public companies. Her background also brings an understanding of information technology and cybersecurity risk to the Board to help ensure proper risk oversight. Professional Background Retired. Ms. Dolan served for ten years (2004 — 2014) with ExactTarget, Inc., a salesforce.com company, which provides global cross-channel interactive marketing software-as-a-service. From July 2011 to February 2014, she served as Chief Administrative Officer and Corporate Secretary, responsible for human resources, executive compensation, legal and corporate governance, real estate, risk management, and shareholder relations. Prior to this, she served as principal financial officer responsible for all financial and administrative functions, including financial and strategic planning, accounting, tax and treasury functions, among other responsibilities. |
Sheree L. Bargabos, Director
| Steel Dynamics, Inc. | 2025 Proxy Statement | 33 |
Sheree L. Bargabos, Director
| Jennifer L. Hamann, Director Director Since 2023 | Age 57 Outside Public Company Directorships None Committees Audit Committee and Corporate Governance and Nominating Committee Member Education Bachelor of Science Degree in Finance and an MBA from the University of Nebraska at Omaha Key Qualifications Among numerous strong leadership characteristics, financial expertise, and logistics expertise, Ms. Hamann brings a diversified background to the Board. Additionally, she has extensive knowledge of business and regulations within Mexico based on her participation on a Union Pacific Mexican joint venture board. Professional Background From 2020 through present, Ms. Hamann has served as the executive vice president and chief financial officer of Union Pacific Corporation (“Union Pacific”), a large publicly traded company. Union Pacific employs nearly 33,000 individuals and provides critical service in the global supply chain by linking 23 U.S. states by rail. Additionally, Union Pacific is the only railroad serving all six major transportation Mexican gateways. Ms. Hamann has been employed by Union Pacific for over 30 years, including recently as Senior Vice President of Finance (April 2019 — December 2019) and Vice President of Planning & Analysis (October 2017 — March 2019), gaining significant cross-functional leadership experiences in areas such as, supply chain, capital planning and analysis, debt and equity capital markets, marketing and sales, investor relations, audit, human resources, and corporate strategy. |
Bradley S. Seaman, Director
Bradley S. Seaman, Director Director Since 2013 | Age 65 Outside Public Company Directorships None (formerly Chairman of the board of CPI Card Group, Inc. from 2007 to 2023) Committees Corporate Governance and Nominating Committee Chair and Compensation Committee Member Education Bachelor of Science degree in Business Administration from Bowling Green State University (1982) and an MBA from the University of Dallas (1986) Key Qualifications Mr. Seaman brings to the Board a comprehensive understanding and experience in the private equity markets, strategic initiatives, mergers and acquisitions, management experience, and corporate governance experience. He also brings an extensive knowledge and understanding of public company governance and regulatory matters. Professional Background Mr. Seaman has been employed, since August 1999, by Parallel49 Equity, a private equity firm (successor brand of Tricor Pacific Capital) that makes control investments in lower middle market companies in the United States and Canada. From 1999 through December 2011, Mr. Seaman was Managing Director and leader of its U.S. operations, and, since January 2012, has served as its Managing Partner, responsible for leading overall firm operations, strategy, funding, and investments. Mr. Seaman was employed by the General Electric Company from 1984 — 1999 in a series of increasingly responsible positions in both GE Plastics and GE Capital.
Bradley S. Seaman, Director
| 34 | Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength |
Bradley S. Seaman, Director
| Gabriel L. Shaheen, Director Director Since 2009 | Age 71 Outside Public Company Directorships None Committees Audit Committee and Compensation Committee Member Education Bachelor’s degree in Actuarial Math from the University of Michigan (1976) and a master’s degree in Actuarial Science from the University of Michigan (1977) Key Qualifications Mr. Shaheen brings an extensive background of training, skills, and experience in the world of risk assessment and management, as well as management skills and experience in operating and supervising complex institutional relationships and major operating units of large publicly traded companies. Professional Background Mr. Shaheen was a founding partner of Insurex, LLC in 2018, served since 2000 as President, Chief Executive Officer and a principal of GLS Capital Ventures, LLC and partner of NxtStar Ventures, LLC from 2000 through 2018, all of them providing private advisory services to both start-up and existing life insurance, annuity insurance, and other financial services organizations, as well as to entities that serve such organizations. At the end of his 23 year career at Lincoln National, Mr. Shaheen served as Chairman, President and Chief Executive Officer from 1998 through 1999, with responsibility for all of Lincoln National’s life and annuity operations throughout the United States. |
Luis M. Sierra, Director
Luis M. Sierra, Director Director Since 2021 | Age 62 Outside Public Company Directorships None Committees Audit Committee and Compensation Committee Member Education Bachelor’s degree in Mechanical Engineering from the University of Florida, a Master’s degree in Mechanical Engineering from Georgia Institute of Technology, and an M.B.A. in Business Administration from the University of Chicago Key Qualifications Mr. Sierra brings a strong background in industrial and international operations, commercial and organizational strategy, and financial acumen to our Board. Mr. Sierra also has worked extensively outside of the United States and is bilingual, speaking Spanish. Professional Background Retired. From July 2020 through October 2022, Mr. Sierra served as the President and Chief Executive Officer of NOVA Chemicals Corporation, with annual 2021 revenues of $5.1 billion and a workforce of 4,000 employees and contractors. NOVA is a Canadian-based privately held company with operations in Canada and the United States, producing ethylene, polyethylene, and other chemical co-products. Prior to this time, Mr. Sierra had an over 30-year career with BP holding various leadership positions, including most recently from 2013 to 2016 as the President of BP Aromatics, Americas, Europe and Middle East, and from 2016 to 2020 as the Chief Executive Officer of BP Global Aromatics, a $5 billion global chemicals business.
Luis M. Sierra, Director
| Steel Dynamics, Inc. | 2025 Proxy Statement | 35 |
Luis M. Sierra, Director
| Richard P. Teets, Jr., Co-Founder and Director Director Since 1993 | Age 69 Outside Public Company Directorships None Committees None Education Bachelor’s degree in mechanical engineering from Lafayette College (1977) and a master’s degree in business administration from Duquesne University (1982) Key Qualifications Mr. Teets brings to the Board strong leadership and industry experience having co-founded the Company. Mr. Teets brings to the Board a strong academic, innovative, strategic and operational background and business experience in the design, construction and operation of steel mill facilities. Additionally, he offers demonstrated leadership in organizing, planning and directing complex projects, both at the construction and operational levels. Professional Background Retired. Mr. Teets had been our Executive Vice President for Steelmaking and President and Chief Operating Officer of Steel Operations since August 2008 through March 2016. In April 2007, Mr. Teets became an Executive Vice President, overseeing the Company’s four long-products steelmaking divisions and the steel fabrication platform. From 1998 to 2007, he managed the construction, start-up, and operation of the Structural and Rail Division and was responsible for its commercial success and growth. Prior to this, from 1993 to early 1996, Mr. Teets was responsible for the design, construction, and start-up operation of the Company’s Butler Flat Roll Division. Mr. Teets was named the Steel Advocate of the Year during 2016 by the American Metal Market. Mr. Teets served as a past president of the Association for Iron & Steel Technology (2006 – 2007) and a past chairman of the Steel Manufacturers Association. In 2017, Mr. Teets was recognized as an AIME Honorary Member. |
Luis M. Sierra, Director
| 36 | Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength |
Director Compensation
Director Compensation The following table presents the total compensation for each person who served as a non-employee member of the Board during 2024.
Director Compensation
| | Fees Earned or | | | | Name (a) | Paid in Cash (b)(3) | Stock Awards (c)(4) | Total (h) | | Sheree L. Bargabos | $135,000 | $165,062 | $300,062 | | Kenneth W. Cornew | 195,000 | 165,062 | 360,062 | | Traci M. Dolan | 160,000 | 165,062 | 325,062 | | Jennifer L. Hamann | 135,000 | 165,062 | 300,062 | | James C. Marcuccilli(1) | 135,000 | 165,062 | 300,062 | | Bradley S. Seaman | 155,000 | 165,062 | 320,062 | | Gabriel L. Shaheen | 135,000 | 165,062 | 300,062 | | Luis M. Sierra | 135,000 | 165,062 | 300,062 | | Steven A. Sonnenberg(2) | 67,500 | — | 67,500 | | Richard P. Teets, Jr. | 135,000 | 165,062 | 300,062 |
Director Compensation
(1) Mr. Marcuccilli retired from the Board in November 2024. (2) Mr. Sonnenberg served as an independent director from January through May 2024. (3) Ms. Hamann received a DSU award for 257 shares of the Company’s common stock with a grant date fair value of $33,750 in lieu of a portion of her annual cash retainer. Mr. Marcuccilli received a DSU award for 155 shares of the Company’s common stock with a grant date fair value of $20,250 in lieu of a portion of his annual cash retainer. Mr. Sierra received a DSU award for 1,042 shares of the Company’s common stock with a grant date fair value of $135,000 in lieu of his annual cash retainer. (4) The amounts reported in this column represent the grant date fair value of the DSU awards granted under the 2023 Plan. The DSU awards with an award value of $165,062 were each for 1,233 shares of the Company’s common stock on the basis of the Nasdaq closing market price for the Company’s common stock on the last business day prior to June 1, 2024. Each 2024 DSU award vested in full on the grant date, subject only to the particular deferred settlement date elected in advance by the director for settlement of his or her DSU award into shares of the Company’s common stock on a one-for-one basis. Other than as set forth in the table, we did not pay any other compensation or make any equity or non-equity awards to any of the non-employee members of the Board. Mr. Millett, who is our Chairman and Chief Executive Officer, received no compensation for his service as a director or as Chairman of the Board and, consequently, is not included in the table.
Director Compensation
| 38 | Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength |
2024 Summary Compensation Table
2024 Summary Compensation Table The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of our NEOs for the years ended December 31, 2024, 2023 and 2022.
2024 Summary Compensation Table
| | | | | Non-Equity | | | | | | | Stock | Incentive Plan | All Other | | | Name and Principal | Year | Salary | Awards(1) | Compensation(2) | Compensation(3) | Totals(4) | | Position (a) | (b) | (c) | (e) | (g) | (i) | (j) | | Mark D. Millett | 2024 | $1,485,000 | $5,004,495 | $5,197,500 | $95,891 | $11,782,886 | | Chairman and | 2023 | 1,485,000 | 5,023,287 | 5,197,500 | 117,875 | 11,823,662 | | Chief Executive Officer | 2022 | 1,430,000 | 4,646,697 | 5,005,000 | 152,760 | 11,234,457 | | Theresa E. Wagler | 2024 | 805,000 | 2,563,006 | 2,817,500 | 70,359 | 6,255,865 | | Executive Vice President, | 2023 | 775,000 | 2,325,250 | 2,712,500 | 99,381 | 5,912,131 | | Chief Financial Officer and | 2022 | 730,000 | 2,047,696 | 2,555,000 | 148,900 | 5,481,596 | | Corporate Secretary | | | | | | | | Barry T. Schneider | 2024 | 885,000 | 2,703,212 | 3,097,500 | 89,190 | 6,774,902 | | President and | 2023 | 810,000 | 2,642,945 | 2,784,167 | 99,329 | 6,336,441 | | Chief Operating Officer | 2022 | 610,000 | 1,629,522 | 1,830,000 | 148,800 | 4,218,322 | | Christopher A. Graham | 2024 | 670,000 | 1,823,946 | 1,672,320 | 70,243 | 4,236,509 | | Senior Vice President | 2023 | 615,000 | 1,747,656 | 1,845,000 | 99,329 | 4,306,985 | | Flat Roll Steel Group | 2022 | 570,000 | 1,570,186 | 1,710,000 | 148,800 | 3,998,986 | | Glenn A. Pushis | 2024 | 670,000 | 1,823,292 | 2,010,000 | 70,083 | 4,573,375 | | Senior Vice President | 2023 | 640,000 | 1,783,638 | 1,920,000 | 99,353 | 4,442,991 | | Special Projects | 2022 | 610,000 | 1,629,522 | 1,830,000 | 148,800 | 4,218,322 |
2024 Summary Compensation Table
(1) The amounts reported in this column for 2024 include the grant date fair value of the performance share awards grant pursuant to the LTIP and the grant date fair value of the RSU awards granted under the 2023 Plan, excluding the effect of estimated forfeitures. The amounts reported for the 2024 performance share awards are based on the probable outcome at the grant date, which we estimated to be 50% of the maximum award values, and which were $5,197,500 in the case of Mr. Millett, $2,817,500 in the case of Ms. Wagler, $3,097,500 in the case of Mr. Schneider, $2,010,000 in the case of Mr. Graham, and $2,010,000 in the case of Mr. Pushis. The amounts reported in this column for 2023 include the grant date fair value of the performance share awards grant pursuant to the LTIP and the grant date fair value of the RSU awards granted under the 2015 Plan and 2023 Plan, excluding the effect of estimated forfeitures. The amounts reported for the 2023 performance share awards are based on the probable outcome at the grant date, which we estimated to be 50% of the maximum award values, and which were $5,197,500 in the case of Mr. Millett, $2,325,000 in the case of Ms. Wagler, $2,975,000 in the case of Mr. Schneider, $1,845,000 in the case of Mr. Graham, and $1,920,000 in the case of Mr. Pushis. The amounts reported in this column for 2022 include the grant date fair value of the performance share awards grant pursuant to the LTIP, grant date fair value of the restricted stock awards earned under the Annual Plan and the grant date fair value of the RSU awards granted under the 2015 Plan, excluding the effect of estimated forfeitures. The amounts reported for the 2022 performance share awards are based on the probable outcome at the grant date, which we estimated to be 50% of the maximum award values, and which were $5,005,000 in the case of Mr. Millett, $2,190,000 in the case of Ms. Wagler, $1,830,000 in the case of Mr. Schneider, $1,710,000 in the case of Mr. Graham, and $1,830,000 in the case of Mr. Pushis. Our methodology and rationale for the incentive compensation paid to our NEOs is described in the Annual Incentive Compensation Plan, Long-Term Incentive Plan, and RSUs sections of the CD&A. For a discussion of the assumptions, if any, used in determining the grant date fair value of the stock awards reported in this column, see Note 1 to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 28, 2025. (2) The amounts reported in this column include the amounts paid to our NEOs under the Annual Plan. The amounts were paid for services performed during the indicated fiscal year but paid in the subsequent fiscal year. Our methodology and rationale for the annual incentive compensation paid to our NEOs is described in the Annual Incentive Compensation Plan section of the CD&A. (3) The amounts reported in this column for 2024 include Mr. Millett’s term life insurance premiums of $5,790 and costs related to personal plane usage of $19,436, Mr. Schneider’s costs related to personal plane usage of $18,725, and for all NEOs the Company matching and profit-sharing contributions to the Company’s Profit Sharing and Retirement Savings Plan. The amounts reported in this column for 2023 include term life insurance premiums of $3,960 and costs related to personal plane usage of $14,432 for Mr. Millett and for all NEOs the Company matching and profit-sharing contributions to the Company’s Profit Sharing and Retirement Savings Plan. The amounts reported in this column for 2022 include term life insurance premiums of $3,960 for Mr. Millett and for all NEOs the Company matching and profit-sharing contributions to the Company’s Profit Sharing and Retirement Savings Plan. The amounts reported in this column also include the cash portion of the profit-sharing allocation made pursuant to the Company’s Profit Sharing and Retirement Savings Plan paid in March for services performed during the previous fiscal year. (4) Column (d), Bonus, column (f), Option Awards, and column (h), Change in Pension Value and Nonqualified Deferred Compensation Earnings, have been omitted, as none of our NEOs received any such compensation during any of the covered fiscal years.
2024 Summary Compensation Table
| Steel Dynamics, Inc. | 2025 Proxy Statement | 61 |
2024 Grants of Plan-Based Awards Table
2024 Grants of Plan-Based Awards Table The following table presents, for each of our NEOs, information concerning each plan-based award of cash or equity made during 2024. This information supplements the information about these awards set forth in the 2024 Summary Compensation Table.
2024 Grants of Plan-Based Awards Table
| | | | Estimated future payouts under | | | | | | Estimated future | | | | | | | | | | non-equity incentive plan | | | | | | payouts under equity | | | | | | | | | | awards | | | | | | incentive plan awards | | | | | | | Name (a) | Award Type | Grant Date (b) | Threshold ($) (c) | | Target(1) ($) (d) | | Maximum ($) (e) | | Threshold (#) (f) | Target(2)(#) (g) | Maximum (#) (h) | All Other Stock Awards: Number of shares of stock or units (#) (i) | Grant Date Fair Value of Stock Awards(3) (l) | | | | Annual Plan | | | — | | 2,598,750 | | 5,197,500 | | | | | | | | | Profit Sharing | | | | | 25,027 | | | | | | | | | | Mark D. | LTIP | 02/22/2024 | | | | | | | — | 21,855 | 43,710 | | | 2,598,750 | | Millett | RSU | 02/22/2024 | | | | | | | | | | 19,771 | | 2,318,744 | | | RSU | 11/21/2024 | | | | | | | | | | 604 | | 87,000 | | | Annual Plan | | | — | | 1,408,750 | | 2,817,500 | | | | | | | | | Profit Sharing | | | | | 24,874 | | | | | | | | | | Theresa E. | LTIP | 02/22/2024 | | | | | | | — | 11,848 | 23,695 | | | 1,408,750 | | Wagler | RSU | 02/22/2024 | | | | | | | | | | 9,262 | | 1,086,249 | | | RSU | 11/21/2024 | | | | | | | | | | 484 | | 68,007 | | | Annual Plan | | | — | | 1,548,750 | | 3,097,500 | | | | | | | | | Profit Sharing | | | | | 24,847 | | | | | | | | | | Barry T. | LTIP | 02/22/2024 | | | | | | | — | 13,025 | 26,050 | | | 1,548,750 | | Schneider | RSU | 02/22/2024 | | | | | | | | | | 9,120 | | 1,069,594 | | | RSU | 11/21/2024 | | | | | | | | | | 604 | | 84,868 | | | Annual Plan | | | — | | 1,005,000 | | 2,010,000 | | | | | | | | | Profit Sharing | | | | | 24,758 | | | | | | | | | | Christopher A. | LTIP | 02/22/2024 | | | | | | | — | 8,452 | 16,904 | | | 1,005,000 | | Graham | RSU | 02/22/2024 | | | | | | | | | | 6,537 | | 766,659 | | | RSU | 11/21/2024 | | | | | | | | | | 363 | | 52,287 | | | Annual Plan | | | — | | 1,005,000 | | 2,010,000 | | | | | | | | | Profit Sharing | | | | | 24,598 | | | | | | | | | | Glenn A. | LTIP | 02/22/2024 | | | | | | | — | 8,452 | 16,904 | | | 1,005,000 | | Pushis | RSU | 02/22/2024 | | | | | | | | | | 6,537 | | 766,659 | | | RSU | 11/21/2024 | | | | | | | | | | 363 | | 51,633 |
2024 Grants of Plan-Based Awards Table
(1) The amounts reported in this column reflect the target annual incentive compensation for 2024 pursuant to the Annual Plan which is not awarded or paid until February 2025, as well as the cash portion of the Company’s Profit Sharing and Retirement Savings plan which is not awarded or paid until March 2025. For the Annual Plan, a portion of the actual amount earned during 2024 was required to be paid in cash with the remainder eligible to be distributed in shares of restricted stock. Each NEO met the required multiple of the equity hold threshold outlined in our Equity Ownership Policy for our Executive Officers section in CD&A and has elected for his or her portion earned as restricted stock to be paid in cash. (2) The amounts reported in this column reflect the targeted LTIP granted in the form of performance share awards for shares of the Company’s common stock. The 2024 Awards were granted to all NEOs with a performance period of three years. These shares will vest at the time the award payout is determined in March 2027. The amounts reported in the “Grant Date Fair Value of Stock Awards” column in the same row reflect the grant date fair value of the performance share awards based on the target number of shares. (3) The amounts reported in this column represent the grant date fair value of the performance share awards grant pursuant to the LTIP, and the grant date fair value of the RSU awards granted under the 2023 Plan, excluding the effect of estimated forfeitures.
2024 Grants of Plan-Based Awards Table
| 62 | Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength |
2024 Outstanding Equity Awards at Fiscal Year-End Table
2024 Outstanding Equity Awards at Fiscal Year-End Table The following table presents, for each of our NEOs, information regarding stock appreciation rights (SARs) and stock awards held as of December 31, 2024. The market value of the shares of the Company’s common stock reflected in the table is based upon the market price per share on the last trading day of 2024 (which was $114.07).
2024 Outstanding Equity Awards at Fiscal Year-End Table
| | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | | | | Equity | | | | | | | | | | | Equity | incentive | | | | | | | | | | | incentive | plan awards: | | | | | | | | | | | plan awards: | Market or | | | | | | | | | | | Number of | payout value | | | | | | | | | | Market | unearned | of unearned | | | | Number of | Number of | | | | Number of | value of | shares, | shares, | | | | Securities | Securities | | | | shares or | shares or | units or | units or | | | | Underlying | Underlying | | | | units of | units of | other | other | | | | Unexercised | Unexercised | Option | Option | | stock that | stock that | rights that | rights that | | | | Options (#) | Options (#) | Exercise | Expiration | | have not | have not | have not | have not | | | Grant | Exercisable(1) | Unexercisable(2) | Price | Date | Grant | vested | vested | vested | vested | | Name (a) | Date | (b) | (c) | ($)(e) | (f) | Date | (#)(3) (g) | ($) (h) | (#)(4) (i) | ($) (j) | | | — | — | — | — | — | 02/25/21 | 8,839 | $1,008,265 | | | | | | | | | | 02/24/22 | 23,198 | 2,646,196 | | | | Mark D. | | | | | | 02/22/23 | | | 27,307 | $3,114,909 | | Millett | | | | | | 02/22/23 | 19,815 | 2,260,297 | | | | | | | | | | 02/22/24 | | | 21,855 | 2,493,000 | | | | | | | | 02/22/24 | 19,771 | 2,255,278 | | | | | — | — | — | — | — | 02/25/21 | 3,271 | 373,123 | | | | | | | | | | 02/24/22 | 9,978 | 1,138,190 | | | | | | | | | | 02/22/23 | | | 12,215 | 1,393,365 | | Theresa E. | | | | | | 02/22/23 | 9,283 | 1,058,912 | | | | Wagler | | | | | | 11/21/23 | 623 | 71,066 | | | | | | | | | | 02/22/24 | | | 11,848 | 1,351,501 | | | | | | | | 02/22/24 | 9,262 | 1,056,516 | | | | | | | | | | 11/21/24 | 484 | 55,210 | | | | | — | — | — | — | — | 02/25/21 | 1,503 | 171,447 | | | | | | | | | | 02/24/22 | 7,484 | 853,700 | | | | | | | | | | 02/22/23 | | | 15,630 | 1,782,914 | | Barry T. | | | | | | 03/01/23 | 8,826 | 1,006,782 | | | | Schneider | | | | | | 11/21/23 | 778 | 88,746 | | | | | | | | | | 02/22/24 | | | 13,025 | 1,485,762 | | | | | | | | 02/22/24 | 9,120 | 1,040,318 | | | | | | | | | | 11/21/24 | 604 | 68,898 | | | | | — | — | — | — | — | 02/25/21 | 1,503 | 171,447 | | | | | | | | | | 02/24/22 | 7,484 | 853,700 | | | | Christopher A. | | | | | | 02/22/23 | | | 9,694 | 1,105,795 | | Graham | | | | | | 02/22/23 | 6,552 | 747,387 | | | | | | | | | | 02/22/24 | | | 8,452 | 964,120 | | | | | | | | 02/22/24 | 6,537 | 745,676 | | | | | 02/24/21 | 1,284 | — | $42.83 | 02/24/31 | 02/25/21 | 1,503 | 171,447 | | | | | | | | | | 02/24/22 | 7,484 | 853,700 | | | | | | | | | | 02/22/23 | | | 10,088 | 1,150,738 | | Glenn A. | | | | | | 02/22/23 | 6,552 | 747,387 | | | | Pushis | | | | | | 11/21/23 | 467 | 53,271 | | | | | | | | | | 02/22/24 | | | 8,452 | 964,120 | | | | | | | | 02/22/24 | 6,537 | 745,676 | | | | | | | | | | 11/21/24 | 363 | 41,407 | | |
2024 Outstanding Equity Awards at Fiscal Year-End Table
(1) The amounts reported in this column reflect the number of shares of the Company’s common stock exercisable under the SARs program. (2) The amounts reported in this column reflect the number of shares of the Company’s common stock unexercisable under the SARs program. (3) The amounts reported in this column reflect the number of shares or units under long-term equity incentive compensation plans with the remaining vesting periods as outlined below:
2024 Outstanding Equity Awards at Fiscal Year-End Table
| Grant Date | Award Type | Remaining Vesting | | 02/25/21 | RSUs | 2 months | | 02/24/22 | RSUs | 1∕2 for 2 months, 1∕2 for 1 year | | 02/22/23 | RSUs | 1∕3 for 2 months, 1∕3 for 1 year, 1∕3 for 2 years | | 11/21/23 | RSUs | 1 year | | 02/22/24 | RSUs | 1∕3 for 1 year, 1∕3 for 2 years, 1∕3 for 3 years | | 11/21/24 | RSUs | 2 years |
2024 Outstanding Equity Awards at Fiscal Year-End Table
(4) The amounts reported in this column reflect the target number of shares pursuant to the LTIP for the 2023 and 2024 Awards with performance periods of three years.
2024 Outstanding Equity Awards at Fiscal Year-End Table
| Steel Dynamics, Inc. | 2025 Proxy Statement | 63 |
2024 Option Exercises and Stock Vested Table
2024 Option Exercises and Stock Vested Table The following table presents, for each of our NEOs, the number of shares of the Company’s common stock and the corresponding value realized during 2024 with respect to SARs that were exercised and restricted stock units and restricted stock awards that vested, during the year.
2024 Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | | Number of Shares | Value Realized | Number of Shares | Value Realized | | | Acquired on Exercise | on Exercise | Acquired on Vesting | on Vesting | | Name (a) | (#) (b) | (c)(1) | (#) (d)(2) | (e)(3) | | Mark D. Millett | 51,015 | $5,320,925 | 110,559 | $13,381,933 | | Theresa E. Wagler | 10,182 | 1,061,865 | 53,462 | 6,585,277 | | Barry T. Schneider | 1,284 | 128,259 | 41,349 | 5,052,591 | | Christopher A. Graham | 3,016 | 301,268 | 36,523 | 4,413,810 | | Glenn A. Pushis | — | — | 41,349 | 5,052,591 |
2024 Option Exercises and Stock Vested Table
(1) The amounts reported in this column represent the number of shares of the Company’s common stock on exercise of SARs during 2024, multiplied by the difference between the price of the Company’s common stock on the exercise date at the time each individual executed and the exercise price for each SAR. (2) The amounts reported in this column represent the number of shares of the Company’s common stock subject to restricted stock awards that vested during 2024. (3) The amounts reported in this column represent the number of shares of the Company’s common stock subject to restricted stock units and restricted stock awards that vested on dates during 2024 multiplied by the closing market price of the Company’s common stock on the date prior to each corresponding vesting date.
2024 Pension Benefits
2024 Pension Benefits We did not maintain any defined benefit pension or other actuarial plan for our NEOs during 2024.
2024 Nonqualified Deferred Compensation
2024 Nonqualified Deferred Compensation We did not maintain any nonqualified defined contribution or other deferred compensation plans or arrangements for our NEOs during 2024.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Table
Potential Payments Upon Termination or Change in Control Table The following table sets forth the estimated payments and benefits that we would have been required to make if the employment of any of our NEOs were to have been terminated on December 31, 2024 under the various triggering events described above.
Potential Payments Upon Termination or Change in Control Table
| | | | | Termination | | | | | | without Cause | | | | | | or for Good | | | | | | Reason in | | | | Termination | | Connection | | | | without Cause or | | with Change | | Name | Benefit | for Good Reason(1) | Death(2) | in Control | | | Lump sum cash payment | $2,970,000 | $— | $13,365,000 | | Mark D. Millett | Accelerated vesting of unvested equity awards | | 13,777,945 | 13,777,945 | | | Continuation of health care benefits | | | 31,831 | | | Lump sum cash payment | 1,610,000 | — | 5,355,000 | | Theresa E. Wagler | Accelerated vesting of unvested equity awards | | 6,497,883 | 6,497,883 | | | Continuation of health care benefits | | | 14,578 | | | Lump sum cash payment | 1,770,000 | — | 5,738,750 | | Barry T. Schneider | Accelerated vesting of unvested equity awards | | 6,498,568 | 6,498,568 | | | Continuation of health care benefits | | | 37,018 | | | Lump sum cash payment | 1,340,000 | — | 3,642,990 | | Christopher A. Graham | Accelerated vesting of unvested equity awards | | 4,588,124 | 4,588,124 | | | Continuation of health care benefits | | | 37,018 | | | Lump sum cash payment | 1,340,000 | — | 3,952,500 | | Glenn A. Pushis | Accelerated vesting of unvested equity awards | | 4,727,745 | 4,727,745 | | | Continuation of health care benefits | | | 14,578 |
Potential Payments Upon Termination or Change in Control Table
(1) The amounts reported in this column assume a remaining employment term of 24 months, at our NEO’s then-current annual base salary. Depending upon the date of notice of non-renewal or termination, however, the actual remaining employment term could be as short as 15 or as long as 27 months. (2) Our NEOs participate in the group term life insurance program with cash benefits expected to be equal to two times his or her base salary in effect as of the termination date. A portion of the aggregate death benefits is currently self-funded by the Company. Potential death payments assume the Compensation Committee approves of acceleration of outstanding equity awards. Acceleration is not automatic.
Potential Payments Upon Termination or Change in Control Table
| 66 | Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength |
CEO Pay Ratio
CEO Pay Ratio As required by Item 402(u) of Regulation S-K, and in accordance with applicable SEC interpretive guidance, we are providing the following information about the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee, as of December 31, 2024. This ratio is a reasonable estimate, calculated in a manner consistent with SEC rules. Our principal executive officer is Mr. Mark Millett, Chairman and Chief Executive Officer. Mr. Millett had annual total compensation of $11,782,886 in 2024, as reported in the 2024 Summary Compensation Table. Our median employee’s annual total compensation in 2024 was $107,859. Therefore, we estimate that Mr. Millett’s annual total compensation for 2024 was 109 times that of our median employee. For purposes of calculating the pay ratio for 2024, we have identified a new median employee compared to 2023 as generally required once every three years. To identify our median compensated individual, we analyzed the compensation of all part time and full time employees of the Company and its consolidated subsidiaries, which amounted to 12,924 individuals, as of December 31, 2024. The compensation of permanent employees who did not work for the entire year has been annualized. The Company’s consistently applied compensation measure was total annual gross compensation paid to all employees for the Company’s last completed fiscal year 2024. We then utilized the same rules which we apply to the calculation of total compensation of the Company’s NEOs, as reflected in the Summary Compensation Table to determine the annual total compensation of our median employee.
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about pay versus performance. For a detailed explanation regarding Compensation Committee decisions with respect to Named Executive Officer pay, please refer to our Compensation Discussion & Analysis. For purposes of this disclosure, compensation actually paid (“CAP”) represents an amount calculated based on the formulas which determine values as of a certain date and may not be reflective as of the respective grant date value, the current value or the future value, all of which may be higher or lower. CAP is not compensation actually delivered to or received by our NEOs in each respective year, nor is it a factor that drives executive pay decisions, including how the Compensation Committee establishes target compensation levels or determines incentive award opportunities and actual payouts.
Pay Versus Performance
| Steel Dynamics, Inc. | 2025 Proxy Statement | 67 |
Pay Versus Performance
Pay Versus Performance Table
Pay Versus Performance
| | | | | | Value of Initial Fixed | | | | | | | | | | $100 Investment | | | | | | | | | | Based On: | | | | | | | | Average | | | | | | | | | | Summary | Average | | | | | | | Summary | | Compensation | Compensation | Company | Peer Group | | | | | Compensation | Compensation | Table Total for | Actually Paid | Total | Total | Net Income | Pre-Tax | | | Table Total for | Actually Paid | Non-PEO | to Non-PEO | Shareholder | Shareholder | (in millions) | Return on | | Year (a) | PEO ($) (b)(1) | to PEO ($)(c)(2) | NEOs ($) (d)(3) | NEOs ($)(e)(2) | Return ($) (f) | Return ($) (g)(4) | ($) (h)(5) | Equity (i) | | 2024 | $11,782,886 | $16,248,049 | $5,460,163 | $7,143,057 | $371 | $249 | $1,537 | 22% | | 2023 | 11,823,662 | 26,494,892 | 5,249,637 | 10,059,306 | 379 | 324 | 2,451 | 38% | | 2022 | 11,234,457 | 34,801,768 | 5,046,515 | 10,577,592 | 308 | 249 | 3,863 | 68% | | 2021 | 10,999,918 | 30,540,286 | 4,047,731 | 9,221,379 | 193 | 214 | 3,214 | 81% | | 2020 | 10,976,625 | 14,341,620 | 3,603,810 | 4,586,970 | 112 | 98 | 551 | 17% |
Pay Versus Performance
(1) The principal executive officer (“PEO”) for each of the years represented was our Chief Executive Officer Mr. Mark Millett (2) In calculating CAP, we have adjusted the totals of our PEO’s and Non-PEOs’ compensation as reported in the Summary Compensation Table for each of the covered fiscal years to reflect CAP by the company as defined in Item 402(v) for such fiscal years. First, we deducted the total amounts reported under the “Stock Awards” and “Option Awards” columns from the Summary Compensation Table of $5,004,495, $5,023,287, $4,646,697, $5,993,433, and $6,072,531 for the applicable fiscal years 2024, 2023, 2022, 2021, and 2020, respectively for our PEO, and average amounts of $2,228,364, $2,124,872, $2,450,124, $1,889,024, and $1,601,933 for the applicable fiscal years 2024, 2023, 2022, 2021, and 2020, respectively, for our non-PEO NEO’s. Next, we increased the compensation actually paid by adjusting for the fair value of equity awards granted during the current and prior fiscal years that either vested or remain unvested as of the current applicable fiscal year. These amounts resulted in increases of $9,469,658, $19,694,517, $28,214,008, $25,533,801, and $9,437,526 for the applicable fiscal years 2024, 2023, 2022, 2021, and 2020, respectively for our PEO, and average increases of $3,911,258, $6,934,540, $7,981,201, $7,062,672, and $2,585,093 for the applicable fiscal years 2024, 2023, 2022, 2021, and 2020, respectively for the non-PEO NEO’s. The detailed amounts are shown in the table below:
Pay Versus Performance
| | PEO | | | | Average Non-PEO NEOs | | | | | | | Change in | Change in | | | Change in | Change in | | | | | Value of | Value of | Total Equity | | Value of | Value of | Total Equity | | | Fair Value | Prior Years’ | Prior Years’ | Value | Fair Value | Prior Years’ | Prior Years’ | Value | | | of Awards | Awards | Awards that | Included in | of Awards | Awards | Awards that | Included in | | Year | Granted | Unvested | Vested | CAP | Granted | Unvested | Vested | CAP | | 2024 | $4,835,278 | $2,492,936 | $2,141,444 | $9,469,658 | $2,142,873 | $1,067,280 | $701,105 | $3,911,258 | | 2023 | 5,652,135 | 8,782,143 | 5,260,239 | 19,694,517 | 2,395,963 | 3,068,741 | 1,469,836 | 6,934,540 | | 2022 | 9,563,127 | 17,524,779 | 1,126,102 | 28,214,008 | 4,029,198 | 3,555,421 | 396,582 | 7,981,201 | | 2021 | 10,128,715 | 13,328,783 | 2,076,303 | 25,533,801 | 2,708,162 | 3,758,692 | 595,818 | 7,062,672 | | 2020 | 7,351,026 | 3,887,491 | (1,800,991) | 9,437,526 | 1,932,332 | 1,079,519 | (426,758) | 2,585,093 |
Pay Versus Performance
(3) The non-PEO NEOs for 2024 and 2023 include Ms. Wagler, Mr. Schneider, Mr. Graham, and Mr. Pushis. The non-PEO NEOs for 2022 include Ms. Wagler, Mr. Rinn, Mr. Graham, Mr. Pushis and Mr. Schneider. The non-PEO NEOs for 2021 and 2020 include Ms. Wagler, Mr. Rinn, Mr. Pushis and Mr. Schneider. (4) Peer Group Total Shareholder Return is based on the S&P Steel Index (5) Net Income represents Net Income attributable to Steel Dynamics, Inc. as reported in our audited financial statements for each fiscal year. Tabular List The following table presents an unranked list that we believe represent the most important financial performance measures used to link CAP to our NEOs to Company performance.
Pay Versus Performance
| Pre-Tax Return on Equity | | Total Net Sales | | Pre-Tax Return on Assets |
Pay Versus Performance
| 68 | Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength |
Pay Versus Performance
Required Relationships Disclosure The following graphical comparisons display the relationships between certain figures included in the Pay Versus Performance Table for each of years 2024, 2023, 2022, 2021, and 2020.
Compensation Actually Paid ($ in millions)
Compensation Actually Paid ($ in millions)
Compensation Actually Paid ($ in millions)
Compensation Actually Paid ($ in millions)
Compensation Actually Paid ($ in millions) to Company Total Shareholder
Compensation Actually Paid ($ in millions) to Company Total Shareholder