Sector: Materials
STEEL DYNAMICS INC · Meeting: May 6, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Co-founder and CEO with 32 years of board tenure; STLD's 3-year total return of 66.3% outperforms the peer group median of 41.3% by 25.0 percentage points, well below the 65-point threshold that would trigger a vote against; no overboarding or attendance concerns.
Independent director with 7 years of tenure; strong industrial operations background; stock performance trigger does not apply as STLD outperforms peers; no attendance or overboarding concerns.
Lead Independent Director with 9 years of tenure; brings relevant energy, commercial, and governance expertise; stock performance trigger does not apply; no attendance or overboarding concerns.
Independent director and Audit Committee Chair with 13 years of tenure; strong finance and accounting background appropriate for audit oversight; stock performance trigger does not apply; no attendance or overboarding concerns.
Independent director who joined in 2023, within the 24-month new-director exemption window; serves as CFO of Union Pacific bringing strong financial expertise; exempt from TSR trigger; no attendance or overboarding concerns.
Independent director with 12 years of tenure; brings private equity, M&A, and governance experience; stock performance trigger does not apply as STLD outperforms peers; no attendance or overboarding concerns.
Independent director and Compensation Committee Chair with 4 years of tenure; strong industrial and international operations background; stock performance trigger does not apply; no attendance or overboarding concerns.
All seven director nominees pass the policy screens: STLD's 3-year total return of 66.3% outperforms the compensation peer group median of 41.3% by 25.0 percentage points, which is well below the 65-point threshold required to trigger a vote against for a company with strong positive returns; no director is overboarded; all directors attended at least 75% of meetings; the board discloses a skills matrix; audit committee members have demonstrated financial expertise; no familial relationships between directors and senior management; and Jennifer Hamann joined in 2023 and falls within the 24-month new-director exemption.
CEO
Mark D. Millett
Total Comp
$12,059,908
Prior Support
92%%
CEO total compensation of approximately $12.1 million is stated by the company to be below the 25th percentile of the compensation peer group, which is well within acceptable benchmarks for a large-cap industrial company of STLD's size and profile. The pay structure is strongly performance-oriented — the proxy states that 84% of the CEO's target pay is 'at risk,' with compensation tied to objective metrics including return on equity thresholds for the annual plan and relative peer comparisons across revenue growth, operating margin, cash flow, and return on invested capital for the long-term plan; these are meaningful, multi-year metrics that align executive outcomes with shareholder outcomes. With 92% shareholder approval in 2025, a strong 3-year stock return of 66.3%, a robust clawback policy, and no discretionary adjustments to performance metrics, the compensation program reflects genuine pay-for-performance alignment and warrants shareholder support.
Auditor
Ernst & Young LLP
Tenure
27 yrs
Audit Fees
$5,215,000
Non-Audit Fees
$139,000
Ernst & Young has audited Steel Dynamics since 1999, giving them approximately 27 years of tenure which exceeds the 25-year threshold that would normally trigger a vote against; however, the proxy discloses specific mitigating factors — the Audit Committee conducted a formal annual performance review in 2025, confirmed Ernst & Young's independence, noted that the Lead Audit Partner rotated in 2022, and explicitly considered tenure as part of its retention decision, concluding the engagement remains in shareholders' best interests; non-audit fees of $139,000 (all tax advisory) represent just 2.7% of audit fees of $5,215,000, well below the 50% independence threshold; no material restatements were identified; a FOR vote is warranted given the disclosed mitigating rationale for continued engagement.
1 proposal submitted by shareholders
Proposal 4
The National Center for Public Policy Research (NCPPR) is a well-known conservative ideological filer that regularly submits politically motivated proposals to public companies; under the voting policy, proposals from ideological filers — whether conservative or progressive — are voted against regardless of how the proposal is framed, because they serve political advocacy goals rather than genuine shareholder interests. The symmetry principle in the policy requires that proposals only be supported if a neutral fiduciary investor would submit them, and NCPPR's track record of politically motivated filings disqualifies this proposal from support. The board also recommends against, noting the company already has a Political Contributions and Advocacy Policy publicly disclosed on its website.
The 2026 Steel Dynamics annual meeting ballot is straightforward with no significant governance concerns: all seven director nominees pass policy screens given the company's strong 3-year stock performance relative to peers, executive compensation is structured with genuine pay-for-performance alignment and strong prior shareholder support, the auditor ratification passes despite long tenure due to disclosed mitigating factors including recent lead partner rotation and a formal annual review process, and the single stockholder proposal from an ideological conservative filer warrants a vote against under the policy's symmetry rule.
13 companies disclosed in 2026 proxy filing
