STEEL DYNAMICS INC

For the period ended May 9, 2024. Filed Mar 28, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 9, 2024 · Filed Mar 28, 2024

STLD$222.90+0.5%Stored close · as of Nov 6, 2026

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Contents

Proxy Statement Summary

Proxy Statement

Summary

This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider before voting. Therefore, please read this proxy statement in its entirety. To help you, we have provided page references to find further related details.

How to Vote

	Internet			You are eligible to vote online at www.proxyvote.com until 11:59 p.m. Eastern Time on May 8, 2024.
	Telephone			Voting can be completed by calling the number on your proxy until 11:59 p.m. Eastern Time on May 8, 2024.
	Mail			Voting can be completed by signing and returning your proxy or voting instruction card before May 8, 2024.
	In Person			At the annual meeting: If you are a shareholder of record, we have a record of your ownership so we can accept your vote. If your shares are held in the name of a broker, nominee, or other intermediary, you must bring a proxy issued in your name from that record holder.

Date & Time

Thursday, May 9, 2024 /

9:00am Eastern Time

Place

Fort Wayne Country Club

5221 Covington Rd

Fort Wayne, Indiana 46804

Proposal Information

Election of Directors

Board Vote Recommendation FOR

Page Reference 32

Ratification of the Appointment of Independent Registered Public Accounting Firm as Auditors

Board Vote Recommendation FOR

Page Reference 44

Advisory Vote to Approve the Compensation of the Named Executive Officers

Board Vote Recommendation FOR

Page Reference 74

Approval of the Steel Dynamics, Inc. 2024 Employee Stock Purchase Plan

Board Vote Recommendation FOR

Page Reference 75

Shareholder Proposal — Adopt a Shareholder Right to Call a Special Shareholder Meeting

Board Vote Recommendation AGAINST

Page Reference 79

Record Date: March 18, 2024

The record date has been set as March 18, 2024 to determine shareholders entitled to receive notice of and to vote at the annual meeting. As permitted by the Securities and Exchange Commission’s (“SEC”) “notice and access” rules and to reduce the environmental impact of the distribution of materials to shareholders, we are making our proxy statement and annual report (which are not part of the proxy solicitation materials) available to most of our shareholders via the Internet rather than by mail. This letter and the accompanying Notice, proxy statement, and proxy card, for those receiving paper copies, as well as a Notice Regarding the Availability of Proxy Materials, with instructions for accessing the proxy materials and Annual Report on the Internet, is being first made available to shareholders on or about March 28, 2024.

Steel Dynamics, Inc. | 2024 Proxy Statement 5

Business

Thank you to our extraordinary colleagues for their passion, spirit of excellence, innovation, and dedication to each other. Their dedication continues to drive our company to achieve exceptional results. We also thank our loyal customers, vendors, shareholders, and communities for your continued support.

Circular Manufacturing Model

We intentionally developed a circular operating framework, supporting a competitively-advantaged, sustainable strategic business model. Our metals recycling platform collects and processes scrap from manufacturing and end-of-life items, such as automobiles, appliances, and machinery. This processed scrap is then sold to end users for reuse, including our EAF steel mills, which produce new steel from the recycled material. Our steel is then sold to consumers that both further process and manufacture end products. We sell a meaningful amount of steel to our own manufacturing businesses that in turn sell finished products to consumers. Ultimately, when these products reach the end of their lives, they can be collected as scrap and used again in our steelmaking operations, creating our circular manufacturing model.

This model will continue with our new aluminum flat rolled platform. As the largest nonferrous recycler in North America, our metals recycling platform collects and processes aluminum scrap to sell to our recycled aluminum slab facilities and flat rolled products aluminum mill. Our lower-carbon flat rolled products aluminum mill will produce new aluminum sheet from the recycled material. Similar to our Sinton flat roll steel facility, several customers will be creating a presence on our site, allowing aluminum scrap from their operations to be recycled efficiently. Finally, when aluminum products reach the end of their lives, they can be collected as scrap and used again in our aluminum operations, supporting our circular manufacturing model.

Leading After-Tax ROIC 1

(1)

The company believes that after-tax return-on-invested capital (After-tax ROIC) provides an indication of the effectiveness of the company’s invested capital and is calculated as follows: After-tax ROIC = Net Income Attributable to Steel Dynamics, Inc / (Quarterly Average Current Maturities of Long-term Debt + Long-term Debt + Total Equity)

Performance Highlights

There have been many highlights during our thirty-year history, some of our more recent achievements include:

–

Improvements on our key safety metrics including our lowest total recordable injury rate ever, while each of our platforms performed better than industry benchmarks

–

Increasing our steel operations capabilities with the addition of our Sinton Flat Roll Division, as well as, four new value-added flat roll coating lines

–

Our aluminum flat-rolled operations with our flat-rolled aluminum products mill and two satellite recycled aluminum slab centers, further becoming a differentiated, sustainable, metals growth company

–

Achieving an investment grade credit profile which creates avenues to access lower cost and longer tenor capital

–

Inclusion within the S&P 500® Index, which is widely recognized as one of the premier benchmarks of the U.S. equities market

During 2023, some of our more notable achievements include:

–

Record steel shipments of 12.8 million tons, strong fabrication shipments of 663,000 tons and near record shipments from metals recycling

–

Revenue of $18.8 billion, our second highest annual result

–

Consolidated operating income of $3.2 billion and net income of $2.5 billion, our third highest annual result

–

Strong liquidity of $3.5 billion which firmly positions us to grow strategically through organic investments and transactional opportunities as well as return capital to shareholders

Shareholder Returns

We continue to execute strong shareholder returns. In the first quarter of 2023, we increased our cash dividend per share by 25%, which marked our eleventh consecutive increase. In the first quarter of 2024, we again increased our cash dividend per share by an additional 8%, continuing our positive dividend profile in recognition of our strong through-cycle cash flow capabilities.

Additionally, due to our strong profitability and cash flow generation in 2023, we repurchased $1.5 billion, or 8%, of our outstanding common stock. In November 2023, our Board of Directors approved a new $1.5 billion share repurchase program. This flexible distribution policy allows our company to reward our shareholders during periods of excess cash flow and strong profitability.

The combination of a strong and growing cash dividend complemented by flexible share repurchases has driven meaningful returns for our shareholders over the long-term. Importantly, this was accomplished while also achieving meaningful organic growth. This includes completing investments on our $2.0 billion Sinton Flat Roll Division and on our $600 million four value-added coating lines, as well as, investments in our $2.7 billion Aluminum Dynamics facilities expected to commence operations in mid-2025.

Steel Dynamics, Inc. | 2024 Proxy Statement 7

Governance

Best Practices

We are committed to strong foundational principles of corporate governance, which we believe promote the long-term success of our business and maximize benefits for our teams, communities, investors, and other stakeholders.

Continued Commitment

We are committed to creating a Board with a diversity of experience, expertise, gender, race, and ethnicity. As such, our Corporate Governance Policies contain a requirement to include in each search for director nominees, candidates who reflect diverse backgrounds, including diversity of gender, race, and ethnicity.

Highlights of our governance framework include:

✓

Board Refreshment — Director Retirement Policy

✓

Ongoing succession planning and talent development for senior leadership and the Board

✓

Independent directors meet at least quarterly in executive session

✓

Code of Business Conduct and Ethics

✓

Diverse director backgrounds and perspectives, combined with seasoned industry knowledge

✓

Robust Stock Ownership Guidelines for Executive Officers and Directors

✓

All Board members attended at least 75% of Board and Committee meetings

✓

All directors stand for election annually

✓

Board committees consist of 100% independent directors

✓

Shareholder right to call a special meeting

✓

Majority voting with advance resignation in uncontested director elections

✓

Annual Board evaluation, including individual director assessment

✓

Proxy access with standard provisions

✓

Detailed risk oversight processes by Board and each of the committees

✓

Robust director selection process with a requirement to include diverse candidates in the search

1 Eight year average for our eight independent directors, thirteen year average for our ten directors including our two founders

Board of Directors Matrix	Mark D. Millett (Founder)	Sheree L. Bargabos	Kenneth W. Cornew	Traci M. Dolan	Jennifer L. Hamann	James C. Marcuccilli	Bradley S. Seaman	Gabriel L. Shaheen	Luis M. Sierra	Richard P. Teets, Jr. (Founder)
Age	64	68	59	66	56	73	64	70	61	68
Tenure	30	5	7	11	0	19	10	14	2	30
Independent Director		■	■	■	■	■	■	■	■
Number of other public company boards		1
Skills
Public Company Experience	■	■	■	■	■			■	■	■
Senior Executive Leadership	■	■	■	■	■	■	■	■	■	■
Accounting and Finance	■	■	■	■	■	■	■	■	■
Industry Focus	■									■
Operating/Manufacturing Experience	■	■	■		■				■	■
Strategic Initiatives	■	■	■	■	■	■	■	■	■	■
Risk Management	■		■	■	■	■	■	■	■
Health & Safety	■	■	■		■				■	■
Information Technology/Cybersecurity			■	■	■	■
Environmental	■	■	■						■	■
Demographics
Gender	M	F	M	F	F	M	M	M	M	M
Ethnicity	W	W	W	W	W	W	W	ME	H	W

F - Female M - Male W - White / Caucasian H - Hispanic ME - Middle Eastern

Steel Dynamics, Inc. | 2024 Proxy Statement 9

Effective Investor

Engagement

Consistent investor outreach is fundamental to our commitment to communication and transparency with our shareholders. We are committed to engaging with our investors on topics of importance to both them and us. We regularly reach out to our investor base. Our discussions cover topics based on publicly available information, such as strategic near and long-term growth initiatives, capital allocation philosophy and execution, sound corporate governance practices, performance-based compensation philosophy, sustainable business model, decarbonization initiatives, and similar matters. This process aids our senior leadership and the Board to ensure issues important to our investors are appropriately understood and considered in a timely manner.

In addition to our regular shareholder engagement, we engage annually with a number of large institutional shareholders with dedicated governance teams to better understand their policies and expectations regarding environmental, social, and governance (“ESG”) practices and other important timely matters. We also consult the

publicly available policies of our major shareholders to better understand their views. During 2023, we reached out to our top institutional shareholders representing over 50% of our outstanding shares, and a large number of these organizations accepted our offer to engage with us.

We communicate with our shareholders in numerous ways, including in person and virtual meetings, investor conferences, planned geographic roadshows, and through our periodic press releases, sustainability reports and other such documents. Members of our senior leadership and investor relations team provide an open forum to investors to discuss and comment on any matters they wish to discuss, including our ESG practices and long-term growth strategy.

Our investor outreach program assists senior leadership and our Board to fully understand the perspectives of our shareholders with respect to our ESG practices and other matters of importance to them.

Sustainability

Sustainability is a part of our long-term value creation strategy. We are dedicated to our people, our communities, and our environment. We are committed to operating our business with the highest integrity and have been since our founding.

Our commitment to all aspects of sustainability is embedded in our founding principles — valuing our teams, our partners, our communities, and our environment. These strategic principles drive long-term value creation for us all.

Health and Safety

The health and safety of our people is our number one value and primary focus. Nothing surpasses the importance of each individual team member. Safety is an integral part of our culture, and we must collectively

ensure every person is personally engaged in sustaining a safe workplace for themselves, their team members, and their families.

We continuously look for ways to refine and improve our safety programs to ensure a safe outcome for everyone. We discuss our safety programs and performance with our Board of Directors at each meeting. The leadership team and safety professionals located throughout our businesses are responsible for implementing, monitoring, and evaluating the programs.

As shown in the following charts, our total recordable injury rate 1 achieved a record low during 2023 and the total recordable injury rate 1 for each of our platforms was meaningfully better than industry benchmarks.

	Companywide Total Recordable Injury Rate1			Platform Total Recordable Injury Rate1

(1)

Total Recordable Injury is defined as OSHA recordable incidents x 200,000/hours worked

(2)

Source 2022 U.S. DOL Bureau of Labor Statistics released in 2023

Steel Dynamics, Inc. | 2024 Proxy Statement 11

Environmental

We are committed to operating our business in an environmentally responsible manner and have been since our founding. Our steel mills exclusively use EAF technology with recycled ferrous scrap as the primary raw material, producing lower-carbon emission high-quality steel products for our customers and driving returns for our shareholders.

We believe EAF production is currently the steelmaking technology that provides the least environmental impact, is the most cost effective, and provides the most flexibility, and as such, has been our method of growth. We encourage the use of new technologies and processes to reduce our impact on the environment, including a strategic focus on lowering our carbon emissions.

We report on sustainability annually which includes disclosures according to the Sustainability Accounting Standards Board and the Global Reporting Initiative Framework. Additionally, we provide our response to CDP’s annual Climate Change questionnaire. All of these disclosures can be found on our website at www.steeldynamics.com under Sustainability Reporting. In addition to our ongoing reporting, we are pursuing multiple initiatives including the key ones highlighted below.

In 2021, we announced that we were taking further action to reduce our environmental footprint through our 2025, 2030, and 2050 goals for GHG emissions intensity reduction and increased renewable electrical energy usage at our steel mill facilities. We have already

made significant progress toward meeting these decarbonization goals. From our baseline year of 2018 to 2023, we have reduced our steel mill Scope 1 & 2 GHG emissions intensity by 20% (meeting our 2025 emissions intensity goal) and we have increased our use of renewable electrical energy to 10% within our steel mill operations (meeting our 2025 renewable electrical energy goal).

In 2022, we helped found the Global Steel Climate Council (GSCC), an international coalition of steel producers and other stakeholders spearheading the steel industry’s efforts toward reducing emissions. In 2023, the GSCC published the Steel Climate Standard to provide a technology-agnostic global standard to measure and report steel product GHG emissions and provide a science-based target-setting framework to enable the industry to reduce carbon emissions. The Steel Climate Standard is comprised of two main components: (1) product certification criteria that allows customers to know if the steel they are buying is on the glidepath to achieve the goals of the Paris Climate Agreement; and (2) a science-based target-setting framework based on a 1.5°C scenario glidepath for net zero GHG emissions by 2050. We are excited to have led in the development and launch of this important standard for the industry, and for the investment and innovation that will surely follow. We intend to issue GSCC science-based targets for our steel mills’ Scope 1, 2, and 3 GHG emissions in 2024.

(1)

Per t CO2e / t Cast Steel. 2023, 2022 and 2021 steel mills’ Scope 1 and Scope 2 emissions data were verified by a third party in accordance with ISO 14064-3: 2019.

(2)

Per t CO2e / t Cast Steel. Steel Dynamics steel mills’ data is for 2023. Steel Dynamics steel mills’ Scope 1, 2, and 3 emissions data were verified by a third party in accordance with ISO 14064-3: 2019. Global average and BF-BOF global average data is for 2022 and is from World Steel Association, Sustainability Indicators November 2023 report.

Our EAF steel mills offer significant benefits versus blast furnace steelmaking

In 2023, we began construction of a biocarbon production facility located in Columbus, Mississippi. The facility will use a high temperature pyrolysis to convert sustainably sourced biomass to high purity biocarbon. We will use this biocarbon as a lower carbon replacement for anthracite in our steelmaking operations. We believe this project will reduce our steel mills’ Scope 1 GHG absolute emissions by as much as 35%. We expect this facility to begin operations before the end of 2024. In addition, we recently signed the largest renewable product purchase agreement in the steel industry in North America, equivalent to approximately 15% of our steel mills’ power needs. This wind energy center came online in the first quarter of 2024, which will further support the company’s renewable electrical energy goals as well as meaningfully contribute to the company’s long-term reduction of GHG emissions intensity.

Inclusion and Diversity

Our people are the foundation of our success and are our most important resource. Our culture safeguards all people and requires each person to be treated fairly and with dignity. We have equal employment opportunity, no tolerance for harassment of any kind, respect for human rights, inclusion, and diversity — all of which focus on our expectations of treating every person with the utmost respect.

We recognize the value of having a business that reflects diversity of backgrounds and experiences. We work together as a unified team and respect each other as individuals. Our team-based compensation structure reinforces this philosophy. We strive to create a welcoming, open, and inclusive environment, ensuring the best ideas are heard and valued regardless of the position or the individual. We believe these ideals will continue to drive our success.

Our teams and colleagues represent the diversity of the communities where we live and work. Our team member population is representative of our industry and communities with 11% of our colleagues being female and 33% of our colleagues considered ethnically diverse. Additionally, of the eight individuals on our senior leadership team, one is female and one is ethnically diverse (Hispanic).

Talent Development

Our people represent the foundation of our six strategic pillars. Their continued education and talent development is paramount to our success. Our educational assistance and development programs encourage personal growth so individuals can remain current in their areas of responsibility, as well as develop new skills for advancement. Senior leadership plays a key role in our development programs, linking our culture to critical, proven leadership concepts. As we continue to grow, building talent and creating opportunities within our teams is one of our most important tasks and critical to our long-term success.

We provide all team members with the opportunity to further develop their skills through online virtual learning workshops. Among many topics, we focus on leadership skills, effective communication, culture, strategic thinking, time management, and technical content. For further information on our initiatives, please visit our website for the latest sustainability reporting at www.steeldynamics.com under “Sustainability Reporting.”

(3)

Our steel mill energy intensity compared to World Steel Association 2022 data

(4)

82% of the materials used in our steel mills was recycled ferrous scrap and internally produced iron

Steel Dynamics, Inc. | 2024 Proxy Statement 13

Executive Compensation

During 2023, we maintained our highly levered companywide performance-based compensation structure, which is foundational to our entire compensation philosophy. The Compensation Committee did not make any adjustments to the compensation measurements or objectives of our executive officers, nor were any discretionary bonuses awarded. Our executive compensation structure is strongly supported by our shareholders with 92% voting in favor during our say-on-pay vote in 2023. Our pay for performance programs continued to be based on the objective, measurable criteria that were established on the grant dates.

Best Practices

We are committed to sound compensation practices that encourage long-term value creation and effective, sustainable use of our resources, as highlighted by the following items:

	✓ Highly levered companywide performance-based compensation ✓ Annual say-on-pay vote ✓ Robust stock ownership requirements for all executive officers ✓ Clawback policy regarding executive compensation ✓ Annual compensation risk assessment by the Compensation Committee ✓ No repricing or backdating of stock options			✓ “Double-trigger” change-in-control payments and benefits ✓ No excise tax gross ups ✓ Prohibit hedging and a severe limitation on pledging of Company stock ✓ Independent compensation consultant retained by the Compensation Committee ✓ Caps on individual payouts for each performance award ✓ No guaranteed incentive bonus payments

Pay for Performance Philosophy

The following table summarizes the key elements of our executive compensation program for 2023:

		Payout
Compensation Component	Description	Cash	Equity
Base Salary	Set at a level we believe is necessary to recruit and retain the type of high-performing, entrepreneurial executives we seek to attract	✓
Annual Incentive Plan	Provides for a mix of cash and equity compensation earned when our performance exceeds pre-established thresholds tied to a minimum return to shareholders and capped at a maximum percentage of base salary	✓	✓
Long-Term Incentive Plan	Equity compensation earned when our financial and operational performance, as measured by a number of comparable metrics, exceeds those of a pre-established set of our steel sector peers		✓
Restricted Stock Units	Equity awards which vest over a fixed time period. A significant majority of the awards to our NEOs vest one-third after two, three and four years.		✓

Key Elements of Our Compensation Program

The following summarizes the compensation mix for our CEO and the average of our other NEOs, with 84% of our CEO’s target compensation “at-risk” and 82% of our average NEO’s target compensation “at-risk”:

Steel Dynamics, Inc. | 2024 Proxy Statement 15

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