Nucor Corp DEF 14A, filed Mar 24, 2025

Nucor Corp (NUE)

DEF 14A 2025-03-24 For: 2025-05-08

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Added on June 12, 2026

About this DEF 14A

Nucor Corp filed this DEF 14A on March 24, 2025.

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☒		No fee required

☐		Fee paid previously with preliminary materials

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



ECONOMIC	SOCIAL	ENVIRONMENTAL
10% EPS compound annual growth rate (“CAGR”) since 1999	+ 90% Retention rate	Steel made from ~77% recycled content
11% Dividend CAGR since 1999	42% Improvement in safety over the last five years	CO2 intensity 40% of the global average
Strongest credit ratings in the Industry	Nucor’s scholarship program has granted more than 27,000 students ~$134 million since inception in 1974	Founded the Global Steel Climate Council to lead industry decarbonization



Proxy Summary			1

Proposal 1: Election of Directors			3

Information Concerning Experience, Qualifications, Attributes and Skills of the Nominees			4

Our Director Nominees			5

Security Ownership of Management and Certain Beneficial Owners			9

Corporate Governance and Board of Directors			11

Director Compensation			21

Report of the Audit Committee			23

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm			24

Executive Officer Compensation			25

Compensation Discussion and Analysis			25

Summary Compensation Table			41

Grants of Plan-Based Awards Table			42

Outstanding Equity Awards at Fiscal Year-End Table			44

Options Exercised and Stock Vested Table			45

Nonqualified Deferred Compensation Table			45

Post-Termination Payments Summary			49

Pay Ratio Disclosure			49

Pay Versus Performance Disclosure			51

Report of the Compensation and Executive Development Committee			54

Equity Compensation Plan Information			55

Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation			56

Proposal 4: Approval of the Nucor Corporation 2025 Omnibus Incentive Compensation Plan			57

General Information			64

Other Matters			67

Appendix A: Nucor Corporation 2025 Omnibus Incentive Compensation Plan			A-1



Time & Date:		9:00 a.m., Eastern Time, on Thursday, May 8, 2025
Place:		The Annual Meeting will be a virtual meeting, conducted exclusively via live audio webcast at www.virtualshareholdermeeting.com/NUE2025
Record Date:		March 10, 2025
Proxy Materials:		As set forth in more detail on page 64 of this Proxy Statement, “General Information – Delivery of Proxy Materials,” proxy materials for the Annual Meeting were sent to stockholders beginning March 24, 2025
Who Can Vote:		Stockholders as of the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting


Proposals		Board Vote Recommendation	Page No. for Additional Information
1.	Election of eight directors nominated by the Board of Directors	FOR each nominee	3, 64
2.	Ratification of the appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2025	FOR	24, 64
3.	Advisory vote to approve Nucor’s named executive officer compensation in 2024	FOR	56, 65
4.	Approval of the Nucor Corporation 2025 Omnibus Incentive Compensation Plan	FOR	57, 65


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


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.


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.


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.


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 44^th 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.


	Shares Owned					Shares Subject to Options (1)		Shares Underlying Restricted Stock Units (1)		Total Beneficial Ownership		Percent of Class (2)
Name	Sole Voting and Investment Power			Shared Voting and Investment Power		Shares Subject to Options (1)		Shares Underlying Restricted Stock Units (1)		Total Beneficial Ownership		Percent of Class (2)

Allen C. Behr		41,598	(3)		—		22,807		—		64,405	*

Norma B. Clayton		3,517			—		—		—		3,517	*

Patrick J. Dempsey		—			—		—		16,016		16,016	*

Nicholas C. Gangestad		1,000			—		—		1,006		2,006	*

Christopher J. Kearney		6,000			—		—		38,444		44,444	*

Laurette T. Koellner		—			—		—		18,884		18,884	*

Michael W. Lamach		—			125		—		2,246		2,371	*

Stephen D. Laxton		49,811	(3)		—		—		—		49,811	*

Daniel R. Needham		65,384	(3)		—		7,739		40,753		113,876	*

K. Rex Query		7,088			28,697		7,739		70,073		113,597	*

Leon J. Topalian		90,292	(3)		1,342		278,160		104,118		473,912	*

Nadja Y. West		—			—		—		8,394		8,394	*

All 19 directors and executive officers as a group		755,051			30,672		381,580		468,619		1,635,922	*


Chair of the Board		The Board has appointed the Company’s President and CEO as its Chair. Appointing Mr. Topalian as Chair (i) enhances alignment between the Board and management in strategic planning and execution as well as operational matters, and (ii) streamlines Board processes in order to conserve time for the consideration of the important matters the Board needs to address.

Lead Director		The independent Lead Director (i) provides leadership to the Board; (ii) chairs Board meetings in the absence of the Chair; (iii) sets the agenda for and leads executive sessions of the independent directors without the attendance of management; (iv) serves as a liaison between the Chair and the independent directors; (v) consults with the Chair and the Secretary of the Company to approve the agenda for each Board meeting and the information that shall be provided to the directors for each scheduled meeting; (vi) approves meeting schedules to assure that there is sufficient time for discussion of all agenda items; (vii) meets with the Chair between Board meetings as appropriate in order to facilitate Board meetings and discussions; (viii) has the authority to call meetings of the independent directors; and (ix) is available for consultation and direct communication with major stockholders.

Independent Directors		Independent directors currently comprise more than 87% of the Board and 100% of each of the Audit Committee, the Compensation and Executive Development Committee and the Governance and Nominating Committee.

Committee Chairs		All chairs of the Board’s committees are independent and are annually appointed by the Board, approve agendas and material for respective committee meetings and act as a liaison between committee members and the Board and management.



Director	Audit Committee	Compensation and Executive Development Committee	Governance and Nominating Committee

Norma B. Clayton	X	X	X

Patrick J. Dempsey	X	Chair	X

Nicholas C. Gangestad	X	X	X

Christopher J. Kearney	X	X	Chair

Laurette T. Koellner	Chair	X	X

Michael W. Lamach	X	X	X

Leon J. Topalian

Nadja Y. West	X	X	X


Committee	Key Functions and Additional Information	Number of Meetings in 2024
Audit Committee	• Assists the Board in its oversight of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the qualifications and independence of the Company’s independent registered public accounting firm and (iv) the performance of the Company’s internal audit function and independent registered public accounting firm. • Appoints, compensates, retains and oversees the work of the Company’s independent registered public accounting firm. • Reviews and discusses with management and the Company’s independent registered public accounting firm the annual and quarterly financial statements. • Reviews and discusses with management the quarterly earnings releases. • Considers and pre-approves all auditing services, internal control-related services and permitted non-auditing services to be provided by the Company’s independent registered public accounting firm. • Monitors the adequacy of the Company’s reporting and internal controls. • Assists the Board in its oversight of enterprise risk management and financial risk exposures, including, but not limited to, legal and environmental claims and liabilities, cybersecurity and other financial exposures.		7

Compensation and Executive Development Committee	• Administers the compensation program for the senior officers. • Reviews, evaluates and determines compensation of the senior officers. • Reviews and approves employment offers, arrangements and other benefits for the senior officers. • Reviews the Company’s executive succession and management development plans. • Reviews, approves and administers policies with respect to the recovery of incentive-based compensation, including monitoring and overseeing compliance with the requirements of the 1934 Act and applicable NYSE listing standards. • Reviews and recommends to the Board compensation of the directors. • Oversees regulatory compliance and risk regarding compensation matters.		4

Governance and Nominating Committee	• Develops and recommends to the Board for approval specific guidelines and criteria for selecting nominees for election to the Board. • Identifies, evaluates and recommends to the Board nominees for election to the Board, and, as a part of such role, works to ensure that the Board is composed of individuals representing a diversity of thoughts, backgrounds, skills, experiences and expertise and includes in each third-party search for new director nominees, qualified candidates who reflect diverse backgrounds, including diversity of gender and race.		4


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


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


Name	Number of Vested Stock Units (#) (1)		Market Value of Vested Stock Units ($) (2)

Norma B. Clayton		—		—
Patrick J. Dempsey		16,016		1,869,227
Nicholas C. Gangestad		1,006		117,410
Christopher J. Kearney		38,444		4,486,799
Laurette T. Koellner		18,884		2,203,952
Michael W. Lamach		2,246		262,131
Nadja Y. West		8,394		979,664


	2024 ($)		2023 ($)

Audit Fees (1)		6,177,688		5,816,552
Audit-Related Fees		—		—
Tax Fees (2)		10,900		4,900
All Other Fees (3)		2,000		233,318


Executive Officer		Principal Position
Leon J. Topalian		Chair, President and CEO
Stephen D. Laxton (1)		Chief Financial Officer and Executive Vice President
Allen C. Behr (2)		Executive Vice President - Raw Materials
Daniel R. Needham		Executive Vice President - Commercial
K. Rex Query (2)		Executive Vice President - Strategy


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


Key Principle		Description
Pay for Performance		A significant portion of total compensation should be variable and dependent upon the attainment of certain specific and measurable annual and long-term performance objectives.
Attraction and Retention		The executive compensation program should enable the Company to attract highly talented people with exceptional leadership capabilities and to retain high-caliber talent.
Team-Based Incentives		All of Nucor’s incentives are team-based. Across the organization, Nucor teammates win and lose together. When Nucor performs well, all teammates earn more. When our performance is less than expected, our teammates earn less. Our pay programs support our team-based culture.
Stockholder Alignment		Executive Officers should be compensated through pay elements (base salaries and annual and long-term incentives) designed to create long-term value for our stockholders and to reinforce a strong culture of ownership.


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.


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


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.


Executive Officer	2024 Base Salary ($)		2023 Base Salary ($)		% Change
Leon J. Topalian		1,560,000		1,500,000		4.0	%
Stephen D. Laxton		702,650		640,000		9.8	%
Allen C. Behr		672,300		627,000		7.2	%
Daniel R. Needham		672,300		614,200		9.5	%
K. Rex Query		672,300		614,200		9.5	%


		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%


		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%


		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%


	2024 Result		Performance Award Payment (% of Base Salary)
Performance Measure	2024 Result		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%


	2024 Base Salary ($)		AIP Award Payout
Executive Officer	2024 Base Salary ($)		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



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


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%


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	%



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



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