COMMERCIAL METALS Co

This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.

Voting

Stockholders as of the close of business on the record date are entitled to vote. Each share of common stock entitles the holder thereof to one vote for each director to be elected and one vote for each of the other matters to be voted upon.

Significant Developments

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On August 31, 2024, Barbara R. Smith retired from her position as Executive Chairman of the Board and as a member of the Board, and our Board appointed Robert S. Wetherbee, who has served as an independent director on our Board since March 2023, to serve as independent Chairman of the Board, effective September 1, 2024.

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In fiscal year 2024, we implemented our Transform, Advance, and Grow (“TAG”) operational and commercial excellence initiative, which is a key component of our long-term strategic plan. The TAG program seeks to leverage our leading position in most of our core markets, touches nearly every aspect of our business and aims to achieve higher through-the-cycle margins by lowering costs, increasing efficiency, and better capturing commercial opportunities across our business.

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During fiscal year 2024, we realigned our segment reporting structure to include three reportable segments: North America Steel Group, Europe Steel Group and Emerging Businesses Group. These changes reflect the (i) evolution of our solutions offerings outside of traditional steel products, (ii) the growing importance of non-steel solutions to our financial results and future outlook, and (iii) our chief operating decision maker’s approach to performance assessment, strategic decision-making and the allocation of resources.

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Fiscal Year 2024 Highlights

(1)

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

(2)

On March 20, 2024, the Board declared a regular quarterly cash dividend of $0.18 per share of common stock, paid on April 10, 2024, to stockholders of record as of the close of business on April 1, 2024, which represented an increase of $0.02, or 12.5%, from the dividend paid in February 2024.

(3)

On January 10, 2024, the Board authorized an increase of CMC’s share repurchase program to an aggregate of $850 million, up from the $350 million authorized by the Board in October 2021. Approximately $40 million of capacity was remaining under the program prior to the increase.

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Director Nominee Highlights

Continuing Director Highlights

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Board Highlights

* For purposes of the graphic above, individual director tenure is rounded to the nearest whole number.

Board Skills, Experience & Diversity Matrix

The skills and experiences set forth below are critical to the Board’s ability to provide effective oversight of the Company and are directly relevant to the Company’s business. Our Board currently consists of nine directors with three directors in each class.

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Environmental, Social and Governance Highlights

By identifying and proactively addressing environmental, social and governance (“ESG”) risks and opportunities, CMC protects and creates value for its stockholders, employees, customers and society as a whole. Our Board maintains oversight over ESG issues at the full Board level and through relevant committees. Our Vice President, Strategy, Government Affairs and Sustainability, Chief Legal Officer, and Chief Human Resources and Communications Officer, along with other members of management, provide our Board with regular updates on ESG topics, including the Company’s progress toward our short-term and long-term goals. Also, as part of our ESG management framework, we established a Sustainability Leadership Council in 2020 that is composed of representatives from various operational and functional areas of the Company. The Sustainability Leadership Council is responsible for implementing our sustainability strategy, tracking our ESG progress, and educating managers and employees on sustainability initiatives and best practices. The Sustainability Leadership Council is also responsible for investigating new ESG opportunities, strategies, and emerging technologies that have the potential to improve CMC’s performance.

Highlights of our fiscal year 2024 ESG accomplishments and practices are set forth below. Additional information regarding the Company’s ESG efforts can be found in our annual Sustainability Report as well as the “Sustainability” section of our website at www.cmc.com.

Environmental

Ahead of Schedule

In 2020, we established goals to increase our use of renewable energy and reduce our energy consumption, greenhouse gas (“GHG”) emissions and water withdrawal by 2030. As of August 31, 2024, we are ahead of schedule on three of our four goals and have successfully achieved the energy intensity reduction goal. We remain focused on environmental sustainability and continuously improving our performance.

(1) GHG emissions statistics for CMC include only steel mill operations.

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2030 SUSTAINABILITY GOALS

Social

(1)

GHG emissions statistics for CMC include only steel mill operations.

(2)

We remain committed to our water withdrawal goals and are evaluating effective methods to accomplish meaningful reductions in use.

(3)

Industry averages taken from the World Steel Association indicators 2022 data using the 2023 indicators report.

(4)

A U.S. short ton is a unit of weight equal to 2,000 pounds.

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Governance

Executive Compensation Advisory Vote

We are asking stockholders to approve, on a non-binding advisory basis, our named executive officer (“NEO”) compensation as described in this proxy statement. Our Board recommends a FOR vote because it believes that our compensation policies and practices are reasonable, competitive, and highly focused on pay-for-performance principles, as described in more detail in Proposal 3 on page 80.

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Aligning Pay and Performance

The Compensation Committee of our Board (the “Compensation Committee”) designs compensation programs to align the actions of our NEOs with the long-term interests of our stockholders based on the fundamental philosophy to pay for performance.

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Performance-based stock units (“PSUs”): Strong financial and relative total stockholder return (“TSR”) performance for the three-year period ending in fiscal year 2024 resulted in above target payouts.

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Annual Cash Incentive Plan: Lower financial results in fiscal year 2024 (compared to fiscal year 2023) resulted in below target payouts.

(1)

Adjusted EBITDA for Compensation Purposes (“Adjusted EBITDA (Comp)”) is a non-GAAP financial measure. Please refer to Appendix A for reconciliations and other information.

(2)

Relative Total Stockholder Return (“Relative TSR”) performance and PSU payouts are for the three-year period ended August 31, 2024.

(3)

As used in this proxy statement, “Adjusted Earnings (Comp)” means adjusted earnings from continuing operations for compensation purposes. Adjusted Earnings (Comp) is a non-GAAP financial measure. Please refer to Appendix A for reconciliations and other information.

(4)

Return on Invested Capital for Compensation Purposes (“ROICC”) is a non-GAAP financial measure. Please refer to Appendix A for reconciliations and other information.

Elements of Target 2024 Compensation

The Compensation Committee designs compensation programs to align the actions of our NEOs with the long-term interests of our stockholders based on the fundamental philosophy to pay for performance. As illustrated below, for fiscal year 2024, approximately 85% of the targeted annual compensation for the CEO and, on average, 76% of the targeted annual compensation for our other NEOs was variable or “at risk” and tied to CMC’s performance.

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Compensation Governance Practices

The following are highlights of CMC’s compensation governance framework, which the Compensation Committee believes reinforces our pay-for-performance philosophy:

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Informatio