STLD Steel Dynamics Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Steel Dynamics, Inc.

(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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On behalf of our Board of Directors, it is our privilege to invite you to attend the 2025 Annual Meeting for Steel Dynamics, Inc. to be held on Friday, April 25, 2025 at 9:00am Eastern Time at the Fort Wayne Country Club, 5221 Covington Road, Fort Wayne, Indiana, 46804.

On behalf of everyone at Steel Dynamics, I want to thank our loyal customers, vendors, communities, and shareholders for their continued support of our company. My heartfelt thanks to our extraordinary team members for their commitment to safety, passion, innovation, and dedication to excellence.

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

During 2024, we saw improvement in a number of our safety measures, but we must keep moving toward our goal of zero incidents. We achieved a record low companywide total recordable injury rate, 60% of our facilities operated the entire year without a recordable injury, and over 80% of our facilities operated the entire year without a zero lost time incident. We know our goals are achievable when we all work together.

Our Results

Our Steel Dynamics team delivered another year of strong performance in 2024. Our people, strategic growth, market positioning, and capital allocation were integral to our performance. We achieved strong after-tax return on invested capital of 23% for the three-year period ended December 31, 2024, leading each of the materials companies in the S&P 500^® index. We performed at the top of our industry both operationally and financially.

We achieved net sales of $17.5 billion with healthy demand across each of our operating platforms. Our consolidated operating income of $1.9 billion and net income of $1.5 billion, representing our fourth highest annual performance, were driven by our steel operations achieving operating income of $1.6 billion and our steel fabrication operations achieving their third highest operating income of $667 million. Our low-cost, highly-diversified product offerings are a testament of our performance across all of our platforms.

We generated cash flow from operations of $1.8 billion during 2024 and ended the year with strong liquidity of $2.2 billion. We made significant investments in our operations and our aluminum growth platform with capital expenditures of $1.9 billion. In 2024, we maintained our positive dividend profile increasing cash dividends 8% per share and returned $1.5 billion to our shareholders in the form of both dividends and share repurchases. We believe we are uniquely positioned to execute meaningful strategic growth initiatives, while also continuing to return significant capital to shareholders.

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Strategic Growth

During 2024, we made significant progress on our key strategic growth initiatives. In our steel operations, our Sinton electric arc furnace (EAF) flat roll steel mill gained considerable momentum, achieving 80% capacity near 2024 year-end and reaching 90% levels in early 2025. We remain incredibly excited about what the team has done and look forward to further advancements in the months ahead. In addition, during 2024 we continued ramping up our four value-added flat roll steel coating lines which increases our value-added product diversification and higher margin products. The four value-added flat roll steel coating lines are steadily increasing volumes and product quality.

In our aluminum operations, construction is nearing completion on our 650,000 metric ton state-of-the-art lower-carbon, recycled aluminum flat rolled products mill in Columbus, Mississippi. In January 2025, we were incredibly proud to produce our first aluminum ingot at our Columbus facility. We remain on schedule for a systematic commissioning of the rest of the facility with commercial shipments expected mid-2025. Due to our circular manufacturing model with our metals recycling platform as the largest nonferrous recycler in North America, our customers are excited to partner with us to drive aluminum production with a high-recycled content and lower-carbon emissions footprint. Also, we're developing an on-site industrial park to locate aluminum processing and consuming facilities there. We've already announced one such relationship who will help service our aluminum automotive customers, and we are in negotiations with others, representing approximately 15% of annual on-site processing capability.

These achievements are a testament to our team’s dedication to our vision, while also further positioning the Company for continued long-term success.

Capital Returns

We believe in rewarding our shareholders for their long-term commitment to our company. Based on our confidence in the consistency, durability, and growth of our cash generation capabilities, we have regularly increased our cash dividends to shareholders. These increases align with our structural growth initiatives, facilitating a positive cash dividend growth profile. We have increased our cash dividend for thirteen consecutive years, resulting in a per share amount that stands five times higher with a compound annual growth rate of 13%. This dividend growth profile significantly outpaces our peers and industry benchmarks, meaningfully rewarding our long-term shareholders.

Additionally, as a flexible shareholder distribution complement to our cash dividend, we actively utilize our share repurchase programs in periods of strong cash generation, taking into consideration our strategic growth strategy and other factors. Over the last eight years, we have repurchased $6.7 billion, or 41%, of our common stock, and in February 2025, our board of directors approved an additional share repurchase authorization of $1.5 billion.

Our Resources

We are committed to operating our business in an environmentally responsible manner and have been since our founding. We only use EAF steelmaking technology, which generates significantly less greenhouse gas (GHG) emissions and requires less than one-quarter of the energy of the global blast furnace steelmaking averages on a per metric ton basis. We have always been, and continue to be, a leader in the production of lower-carbon emissions steel products. While we believe we operate some of the most efficient steel operations in the world, we recognize the need for continuous improvement.

In 2024, we announced our certified, science-based GHG emissions intensity targets for our steel mills which are in alignment with the 1.5° C scenario set forth in the Paris Agreement. These GHG emissions intensity targets were established using the Global Steel Climate Council’s (GSCC) Steel Climate Standard, a technology-agnostic global standard to measure and report steel product GHG emissions. For further information about our updated carbon emissions goals, please see the ‘Valuing our Environment’ section below.

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In an undertaking that is critical to our decarbonization efforts, we are nearing completion of the construction on a biocarbon production facility near our Columbus, Mississippi steelmaking facility. The facility will use a high-temperature pyrolysis to convert sustainably sourced biomass to high-purity biocarbon. We expect the facility will reduce our steel mills’ Scope 1 GHG absolute emissions by as much as 35%. This facility is projected to begin operations in the first half of 2025.

I am excited about the progress we have already made and our plans related to decarbonization for the coming years. Our decarbonization strategy is an ongoing journey, and we plan to use our entrepreneurial, innovative spirit to continue to be a leader in the industry.

Voting Information

The proxy materials are available on the Internet at: http://materials.proxyvote.com/858119 and at www.steeldynamics.com under the heading “Investors.”

Your vote is very important to us, and I encourage you to vote your shares. There are several ways in which you can vote your shares, including via the Internet, by telephone, by mail, or in person at the Annual Meeting. Specific information about each of these voting methods can be found in the Proxy Statement under the heading “Voting Information”.

As we look to the future, we see opportunity. With our strong financial foundation and entrepreneurial spirit of innovation and excellence, we are distinctively positioned to embrace the momentum from our current operations, while successfully executing current and future strategic growth initiatives.

Thank you for your trust.

Sincerely,

Mark D. Millett

March 13, 2025

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Table of Contents

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Record Date: March 6, 2025

The record date has been set as March 6, 2025 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 13, 2025.

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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 as well as review the publicly available policies of our large institutional shareholders to better understand their views. 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, circular business model, decarbonization initiatives, and similar matters.

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 practices and other important timely matters. During 2024, 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. The topics discussed covered areas such as board structure and refreshment advancements, our new decarbonization goals, updates on recent growth initiatives, and our continued strong pay-for-performance alignment.

In early 2024, we engaged with the shareholder proponent on their proposal for the amendment of our shareholder right to call a special meeting. We expressed our views and provided an open forum for the proponent to express their views. The shareholder proposal did not receive majority support at the 2024 Annual Meeting. During our engagement with our large institutional shareholders, they expressed support of our existing threshold and our structure for the shareholder right to call a special meeting.

We communicate with our shareholders in numerous ways, including in person and virtual meetings, investor conferences, 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 our investors to discuss and comment on any matters they wish to discuss.

Our investor outreach program assists senior leadership and our Board to fully understand the perspectives of our shareholders to ensure important issues are appropriately understood and considered in a timely manner.

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Business Highlights

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, strategic business model. Our metals recycling platform collects and processes ferrous and nonferrous scrap from manufacturing and end-of-life items, such as automobiles, appliances, and machinery. The processed ferrous scrap is then sold to end users for reuse, including our EAF steel mills, which produce new steel from the recycled material. Similarly, our processed aluminum scrap will be sold to our recycled aluminum slab facilities and flat rolled product aluminum mill to produce new aluminum sheet from the recycled material. Our products are 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 and aluminum operations, creating our circular manufacturing model.

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Performance Highlights

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

Due to our strong profitability and cash flow generation in 2024, we repurchased $1.2 billion, or 6%, of our outstanding common stock. In February 2025, our Board of Directors approved a new $1.5 billion share repurchase program and increased our cash dividend by 9%. This flexible distribution policy allows our company to reward our shareholders during periods of excess cash flow and strong profitability. Over the last decade, we have repurchased 41% of our outstanding shares and more than tripled our dividend, all while significantly increasing our through-cycle earnings capabilities with meaningful organic growth. 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.

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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)

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Governance Highlights

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, and shareholders.

¹ Eight year average for our seven independent directors, thirteen year average for our nine directors including two of our founders

Board Practices

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

Board Composition

Shareholder Rights

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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.

Valuing our People

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 team member 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 safe outcomes. We discuss our safety programs and performance with our Board of Directors at each meeting. As shown in the following charts, our total recordable injury rate¹ achieved a record low during 2024 and the total recordable injury rate¹ for each of our platforms was meaningfully better than industry benchmarks.

¹ Total Recordable Injury is defined as OSHA recordable incidents x 200,000/hours worked

² Source: 2023 U.S. DOL Bureau of Labor Statistics released in 2024

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 work together as a unified team and respect each other as individuals. Our team member population is representative of our industry and the communities where we live and work. Additionally, of the nine individuals on our senior leadership team, one is female and one is ethnically diverse.

The continued education and talent development of our colleagues are 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. 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.

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Valuing our Environment

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 report on sustainability annually which includes disclosures according to the Sustainability Accounting Standards Board, the Global Reporting Initiative Framework, and CDP’s 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 2022, we helped found the 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. In 2024, we announced certified, science-based GHG emission intensity targets for our steel mills using the Steel Climate Standard which are in alignment with the 1.5° C scenario set forth in the Paris Agreement. We set a 2050 emissions intensity target of 0.12 metric tons of CO₂e per metric ton of hot rolled steel produced and an interim 2030 emissions intensity target of 0.80 metric tons of CO₂e per metric ton of hot rolled steel produced, representing a 15% reduction compared to the company’s 2022 base year. Even though our emissions are already among the lowest in the industry, we are committed to further reducing our carbon impact and have an actionable path forward.

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¹ Steel Dynamics steel mills’ 2024 data compared to World Steel Association 2023 data from their Sustainability Indicators November 2024 report. SDI steel mills’ Scope 1, 2, and upstream Scope 3 emissions data were independently verified by a third party in accordance with the GSCC’s Steel Climate Standard.

In 2025, we expect to begin operations at our biocarbon production facility located in Columbus, Mississippi. The facility will use a high temperature pyrolysis to convert sustainably sourced biomass to high purity biocarbon as a renewable 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%. In 2024, the wind energy center representing the largest renewable product purchase agreement in the steel industry in North America came online. This wind energy center is equivalent to approximately 15% of our steel mills’ power needs. Both of these initiatives will meaningfully contribute to the company’s long-term reduction of GHG emissions intensity.

For further information, please visit our website at www.steeldynamics.com under “Sustainability Reporting”.

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Executive Compensation Highlights

During 2024, 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 2024. 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 a long-term focus on value creation and sustainable use of our resources, as highlighted by the following items:

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Pay for Performance Philosophy

The following table summarizes the key elements of our executive compensation program for 2024:

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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 other NEO’s target compensation “at-risk”:

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General Information

Voting Information

On March 6, 2025, there were 149,896,788 shares of common stock outstanding. A list of shareholders entitled to vote at the Annual Meeting is available at our corporate office and will also be available at the Annual Meeting. Each share is entitled to one vote. The presence, in person or by proxy, of the holders of a majority of the shares that are entitled to vote at the Annual Meeting is necessary to constitute a quorum for all purposes and all proposals.

We recognize that most of you will not be able to attend the Annual Meeting in person, but it is very important that your shares be voted. We can only take action at the Annual Meeting with respect to a particular matter if a quorum, or majority, of the total number of shares of common stock outstanding and entitled to vote on that matter is present at the Annual Meeting. Therefore, unless you intend to come to the Annual Meeting and vote in person, or you intend to vote via the Internet or by phone, we are asking for your proxy to authorize the persons named in the proxy to be present at the Annual Meeting to represent you, and to vote your shares at the Annual Meeting in accordance with your instructions.

If your shares of common stock are registered in your name with our transfer agent, Computershare Trust Company, N.A., you are the ‘shareholder of record.’ If your shares are registered in the name of a broker, bank, custodian, or other nominee, that person is the shareholder of record and you are considered the ‘beneficial owner.’

Meeting Information

Voting Shares Held in Your Name (Shareholder of Record)

If you are the record owner, regardless of whether you have received a paper copy of these proxy materials or only a Notice, you may vote your shares according to one of the four methods listed under “How to Vote Your Shares.” If you choose to vote by mail using your proxy card, your “proxy”  —  that is, the persons named in your proxy card  —  will then vote your shares as you have directed. If you send in your proxy and do not revoke it, your shares will be voted in accordance with your instructions. If you do not specify how you want your shares voted with respect to one or more proposals, your shares will be voted FOR proposals 1, 2, and 3 and AGAINST proposal 4.

Voting Shares Held by Brokers, Banks, Custodians or Other Nominees (Beneficial Owners)

Most shareholders arrange to have their shares held by brokers, banks, custodians, or other nominees. In such case, your name, as the actual beneficial owner, does not appear in our stock register. The broker first informs us how many of their clients are beneficial owners and we provide them with the number of sets of proxy materials and proxy cards for the broker to then forward those proxy materials to shareholders to obtain voting instructions. For this reason, if your shares are held by your broker, you should follow your broker’s instructions included on that form when you receive the proxy materials from your broker.

If you do not give your voting instructions to your broker, your broker may not be able to vote your shares. Under applicable rules of self-regulatory organizations governing brokers, your broker, bank, custodian or other nominee will only be able to vote your shares with respect to routine items that are considered discretionary. Your broker may vote your shares even in the absence of your voting instructions on routine, discretionary matters. For the 2025 Annual Meeting, the only discretionary item is Proposal No. 2, the ratification of the appointment of independent registered public accounting firm as auditors.

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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.

Other Proposals

For all proposals other than Proposal No. 1 (the election of directors), the affirmative vote of a majority of the shares represented, in person or by proxy, and entitled to vote on the item will be required for approval. On such matters, you may vote “for,” “against” or “abstain.” A proxy marked “abstain” with respect to an item will not be voted, although it will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have the same effect as a negative vote.

How to Vote Your Shares

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​	​	Mail If you have received a paper copy of these proxy materials, you may mark, sign, date and return your enclosed proxy card in the enclosed envelope. ​
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​	​	Phone If you have received a paper copy of these proxy materials, you may vote by using the toll-free telephone number and instructions shown on your proxy card, if your shares are registered directly in your name or, if not, by marking, signing, dating and returning your enclosed voting card; if this option is also offered by your bank or broker, in either case using a secure control number and account number by 11:59 p.m. EDT on April 24, 2025. ​
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​	​	Online Whether in paper form or by Notice only, by using the Notice or web site information and instructions listed on your proxy card or in the form of Notice, if your shares are registered directly in your name or, if not, if this option is also offered by your bank or broker in either case using a secure control number and account number by 11:59 p.m. EDT on April 24, 2025. ​
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​	​	In person at the Annual Meeting If your shares are registered directly in your own name, you may vote by paper ballot handed out at the Annual Meeting, provided that you have with you the Notice or proxy card that you received from the Company. But if your shares are registered in the name of your bank or broker, and if you wish to be able to vote your shares in person at the Annual Meeting, you will first need to check the box on the Voter Instruction Form you will receive with your proxy material, ask that you be provided with a “Legal Proxy” and then actually use this to vote your shares at the Annual Meeting. If you don’t use that Legal Proxy, your vote will not count. The method by which you vote will not limit your right to vote in person at the meeting if you decide to attend the Annual Meeting, provided that you follow the foregoing instructions for voting in person.
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We do not know of any other business to be transacted at the Annual Meeting, other than those matters described in this Proxy Statement. However, should any other matters properly come before the Annual Meeting, including consideration of a motion to adjourn the meeting to another time or place in order to solicit additional proxies in favor of the recommendations of the Board of Directors, the persons named as proxies and acting thereunder will have the discretion to vote on those matters according to their best judgment, to the same extent as the person granting the proxy.

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Revoking Your Vote

You may revoke your proxy at any time before it is voted at the meeting in one of four ways:

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Other Information

Multiple Shareholders Sharing the Same Address

Under rules adopted by the SEC, we are permitted to deliver a single copy of our Proxy Statement and annual report, or notice of availability of these materials, to shareholders sharing the same last name and address. This process, called householding, allows us to reduce resources required to print and mail these materials. If you would like to stop householding for your account, you may contact our Investor Relations Department in the manner described below under the heading “Investor Relations Department,” including your name, address, and account number.

Cost of Preparing, Mailing and Soliciting Proxies

We will pay all of the costs of preparing, printing, and mailing these proxy materials and related solicitation services. We will ask brokers to forward all proxy materials or Notices to the persons who were our beneficial owners on the record date. We will reimburse such brokers for their expenses incurred in sending proxies and proxy materials to our beneficial owners.

In addition, proxies may be solicited on our behalf in person, or by telephone, e-mail or other electronic means, by our officers, directors, and employees who will receive no additional compensation for soliciting. We have also engaged Okapi Partners to assist us in the solicitation of proxies. We have agreed to pay Okapi Partners a fee of $11,500 plus expenses for these services.

Voting Results

We will publish the voting results from our Annual Meeting on our Company’s website at www.steeldynamics.com under “Investors” following the Annual Meeting, as well as in a current report on Form 8-K, which we will file with the SEC within four business days following the Annual Meeting.

Investor Relations Department

You may contact our Investor Relations Department in one of three ways:

Shareholder Communications with Directors

If you wish to communicate with our Board of Directors, Board Chair, Lead Independent Director, or the Chair of any Board committee, you may do so by sending a communication, marked “Shareholder Communication,” in care of our Chief Financial Officer, Theresa E. Wagler, to our corporate offices, 7575 West Jefferson Blvd., Fort Wayne, Indiana 46804. Your letter should describe your share ownership and how your shares are held. Our Chief Financial Officer will review each such communication and, depending upon the subject matter, will forward the communication to the director to whom it is addressed, or, as appropriate, to our Board Chair, Lead Independent Director, Chair of any Board committee, the Company’s legal counsel, or deal with the subject matter directly.

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Governance of the Company

Our business affairs are managed under the direction of our Board of Directors in accordance with the Indiana Business Corporation Law, our Amended and Restated Articles of Incorporation, and our Amended and Restated Bylaws. The Board members are elected annually by shareholders to provide guidance and oversight with respect to the Company’s business and affairs. The role of our Board of Directors is to effectively govern the affairs of the Company for the long-term benefit of our shareholders, our teams, our customers, our vendors, our communities, and other stakeholders. The Board, in concert with senior leadership, develops and oversees the Company’s long-term strategy and execution of its strategic plan, all in accordance with sound corporate governance policies and practices designed and routinely assessed to enable the Company to operate its business responsibly and with integrity.

The Board ensures the continuity of the Company and its mission through the election and appointment of qualified senior leadership to inspire our people and lead the Company. In addition, senior leadership regularly keeps Board members updated regarding developments affecting our business and industry. The Board is also responsible for ensuring that our activities are conducted in a responsible and ethical manner. We are committed to sound corporate governance principles.

Policies & Charters

We operate under corporate governance principles and practices that are reflected in a set of written policies. Our corporate governance policies and committee charters are reviewed regularly and amended as needed. The following documents are available on our website at www.steeldynamics.com under “Investors — Governance — Governance Documents.”

Corporate Policies

Committee Charters

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Director Independence

The Board annually makes both an affirmative objective and subjective determination that all independence standards have been and continue to be met by the designated independent directors and members of each of our three standing committees, including compliance with the additional heightened independence standards prescribed by SEC and Nasdaq Listing Rules for audit committee and compensation committee members. To be objectively independent, a director must not be an officer or an employee of Steel Dynamics, Inc. or any of its subsidiaries. They must not have any relationship with Steel Dynamics, Inc. or any of its subsidiaries, or with management (either directly or as a partner, shareholder or officer of an entity that has such a relationship) which, in the Board’s opinion, would interfere with the exercise of independent judgment in carrying out the responsibilities as a director.

The Board made its independence determination with respect to each director for calendar year 2024 and for each director nominee for election to the Board of Directors at the 2025 Annual Meeting. The Board has similarly made an additional affirmative determination of independence with respect to each member of the Audit Committee and the Compensation Committee, under the special audit committee and compensation committee independence criteria set forth under applicable SEC rules and Nasdaq Listing Rules.

The Board determined that during 2024 eight of the ten members of our Board of Directors met all independence requirements, at all times constituting 80% of our ten-member Board (or seven of the nine members following Mr. Marcuccilli’s retirement in November 2024). The independent members were Sheree L. Bargabos, Kenneth W. Cornew, Traci M. Dolan, Jennifer L. Hamann, James C. Marcuccilli, Bradley S. Seaman, Gabriel L. Shaheen, and Luis M. Sierra. The Board has determined that, if re-elected at the 2025 Annual Meeting, the independent directors nominated for election would continue to meet all independence criteria. In addition, the Board determined that all members of each of the three standing committees have been and will continue to meet all independence requirements.

Board Leadership Structure and Composition

We believe our board and governance framework provides for a sound and strong corporate governance environment. The Board has the flexibility to decide when the positions of Chair of the Board and CEO should be combined or separated, as well as whether an executive or an independent director should be Board Chair. If the Chair of the Board is not an independent director, the Board will designate one of its independent directors to serve as a lead independent director. This allows the Board to choose the leadership structure that it believes will best serve the interests of our shareholders.

Chair of the Board

During 2024, Mark D. Millett served as our Chief Executive Officer and non-independent Board Chair. Mr. Millett is a founder of our Company and was appointed as our Board Chair following our 2021 Annual Meeting. As Board Chair, he presided as such at the Company’s Board meetings. The Company’s Board Chair serves at the pleasure of the Board and is appointed annually by the Board following the Annual Meeting.

Lead Independent Director

If the Chair of the Board is not an independent director, the Board will designate one of its independent directors to serve as a lead independent director, and this individual will be appointed annually following the Annual Meeting. As such, the Company’s Board operated with a Lead Independent Director in 2024. Kenneth W. Cornew has served as our Lead independent Director since 2023. Mr. Cornew was elected an independent director in 2016.

The Lead Independent Director: presides at Board meetings at which the Board Chair is not present; presides at Board executive sessions of the independent directors; serves as a liaison between senior leadership and the Board as well as between the Chair and the independent directors; assists the committee chairs in preparing agendas for the respective committee meetings; has the authority to call meetings of the independent directors; and performs other functions and responsibilities requested by the Board.

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The Board considers that the Lead Independent Director’s active involvement in the foregoing functions and activities ensures the Board maintains independent oversight.

Independent Directors

Seven of nine, or 78%, of our Board nominees are considered independent. These members meet in executive session at least quarterly.

Committee Chairs and Members

All committee chairs are independent and provide leadership for their respective committees. They provide an important resource for communications between the Board and the company’s senior leadership. All of our committees are comprised of 100% independent members, and they also meet regularly in executive sessions.

Board Committees

The Board of Directors has three standing committees, each consisting entirely of independent directors: an Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee.

The Board, together with senior leadership, regularly reviews the applicable provisions of the Sarbanes Oxley Act of 2002, the Dodd-Frank Act and the implementing rules thereunder, the rules and pronouncements of the SEC, pertinent provisions of the Internal Revenue Code of 1986 (the “Code”), and the Listing Rules of the Nasdaq Stock Market regarding corporate governance policies, processes, and listing standards, including applicable audit and compensation committee independence standards. In conformity with such requirements, the committees of the Board operate under written charters. All three committees, at least annually, review and, as necessary, revise their charters to take into account updated charter, legislative, regulatory, and listing standards requirements, as well as other governance best practices.

The following describes the operations and key responsibilities for each Board Committee:

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Board and Committee’s Role in Risk Oversight

The Board of Directors has responsibility for risk oversight and focuses on the most significant risks facing the Company. The Board discharges its risk oversight responsibilities, in part, through delegation to the senior leadership team and to specific Board committees, facilitated through both a top-down and bottom-up communication structure. In this regard, the Board believes that evaluating the senior leadership team’s management of the various risks confronting the Company is one of the most important areas of its oversight responsibilities. In carrying out this critical responsibility, the Board with senior leadership’s assistance, regularly reviews the Company’s significant macroeconomic and business-specific risks. These risks include but are not limited to, health and safety, talent development, global steel supply and demand, our growth strategy, financial, operational, information technology and cybersecurity, business continuity, raw material and energy resources, legal, environmental, decarbonization, trade, supply-chain, transportation, technological and regulatory exposures.

While the Board and its committees oversee risk management strategy, the senior leadership team is responsible for implementing and supervising its execution and reporting to the Board and its committees on such matters. The senior leadership team quarterly provides the Board with information on the most potentially significant risks facing the Company and the plans to mitigate these exposures where possible. In this regard, the Board reviews and challenges the steps leadership has taken to actively assess, manage, monitor, and mitigate areas of exposure. In addition, the senior leadership team provides regular updates to the Board and its committees on emerging areas of risk, including areas such as governmental and regulatory, trade and tariffs, and artificial intelligence. Outlined below are the key areas of responsibility for each of the committees and how the Board and senior leadership team support each other in this critical function.

The Audit Committee reviews the Company’s risk management processes, systems and controls which senior leadership has established. Specifically, among other topics, the Audit Committee is responsible for reviewing the risks related to financial reporting and disclosure processes, as well as capital structure, cybersecurity and information technology, appropriate liquidity, financial regulatory compliance, and market trends. The Audit Committee regularly discusses with senior leadership the Company’s significant financial risk exposures to ensure adequate mitigation is in place.

The Audit Committee receives quarterly information on the cybersecurity risks facing the company and updates regarding the risk mitigation procedures put in place. Discussions include the Company’s multi-layered security platform concerning its information technology infrastructure, ongoing Company cybersecurity training programs, which include how to avoid cybersecurity risks, third-party assessments of our information security programs and internal incident and threat reporting by our cybersecurity team. Additionally, the senior leadership team has established a process to report to the Audit Committee and the Board as frequently as needed on the cybersecurity threats, failures, incidents and breaches that could significantly impact the company.

The Corporate Governance and Nominating Committee reviews legal and regulatory compliance risks as they relate to corporate governance practices and processes. Included in that review are the risks related to environmental and social matters that may arise, including the impact our operations have on our communities and the environment. The Corporate Governance and Nominating Committee is responsible for the oversight of the Company’s decarbonization performance. The Committee receives periodic reports on initiatives the company is pursuing including progress related to our decarbonization and renewable electrical energy goals. The Committee was instrumental in providing feedback and guidance as the Company set updated science-based decarbonization goals in 2024 and pursued strategic initiatives to meaningfully lower our Scope 1 and Scope 2 emissions. The Committee and senior leadership provide related information to the full Board based on these discussions, and how these initiatives will impact the Company’s strategic direction.

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The Compensation Committee reviews our executive compensation programs to ensure they are using performance-based metrics that are aligned with Board and shareholder’s strategies, and that they do not encourage unnecessary or excessive risk-taking. As part of its review, the Compensation Committee utilizes its independent compensation consultant, Pearl Meyer, in its determination. During 2024, the Compensation Committee determined that our compensation programs do not encourage unnecessary or excessive risk-taking.

Executive officers’ base salaries are fixed in amount and thus do not encourage risk-taking. Annual cash incentives are formulaic and tied to specific Company financial performance metrics. The majority of compensation provided to the executive officers is in the form of time-based and performance-based equity awards that vest or are earned over a number of years and help further align executive officers’ interests with those of our shareholders. Accordingly, the Compensation Committee believes that these awards do not encourage unnecessary or excessive risk-taking because the ultimate value of the awards is tied to the Company’s performance over several years, and awards are subject to regular vesting schedules to help ensure that a significant component of executive compensation is tied to long-term value creation.

The Compensation Committee has also reviewed the Company’s compensation programs for team members in general and has concluded that these programs also do not create risks that are reasonably likely to have an adverse effect on the Company. The Compensation Committee believes that the Company’s compensation programs provide an effective and appropriate mix of incentives to help ensure performance is focused on long-term value creation and does not encourage short-term risk taking at the expense of long-term results.

Director Nomination Process

The Corporate Governance and Nominating Committee regularly reviews the Company’s Board composition to continually update incumbent director skills, contributions and experiences, and for the purpose of identifying potential candidates for board membership in the event of retirements, unanticipated vacancies or board expansion. This process first identifies skills that are needed to support the Company and its near and long-term strategies, while also considering the factors listed below, and then identifies potential nominees to fill the need. The Committee has been and continues to be intentional in ensuring Board and committee continuity of necessary skillsets while balancing tenure with retirements of existing members and transition of new members onto the Board and committees. As such, the Board nominated Ms. Hamann as a new member in 2023 and Mr. Sierra as a new member in 2021 with the retirements of longer-tenured board directors.

The Committee seeks proposed nominees with a reputation for the highest ethical and moral standards and integrity. The Committee reviews background information on each proposed nominee, including the proposed nominee’s accomplishments, experience, and skills. The Committee pursues nominees with skills including independent judgment, a proper understanding of the role of a director in governance, and financial literacy. A commitment to represent the long-term interests of the Company and our shareholders, including a commitment to prepare for, attend and actively participate in Board and committee meetings as well as a willingness to devote the necessary time and attention to the Company’s business and the needs of the Board and its committees is essential.

Among other things, the Committee takes into account such factors as particular industry knowledge, operating experience, demonstrated ethical business conduct, familiarity with or experience regarding business matters, exposure to public company governance matters, considerations such as health and safety, logistics, legal/governmental/environmental regulation experience, information technology and cybersecurity, and risk management as part of the director candidate qualification process.

Proposed nominees may be referred or recommended to the Committee from many different sources, including but not limited to members of the Committee, by other directors, by outside persons or advisors, by a shareholder in accordance with the procedures described below, or under the direction of the Committee and for its consideration and approval, by an outside independent professional search firm.

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Board Diversity

The Corporate Governance and Nominating Committee recognizes that a variety of skills and backgrounds is essential to proper functioning of our Board and that the judgments and perspectives offered by a diverse board of directors improves the quality of decision-making and enhances board performance. The Committee seeks individuals within a broad range of knowledge, business and financial expertise, skills, experience, diversity (including life and occupational experiences, race, age, gender, and ethnicity), integrity, and leadership that a Board must have in order to serve the best interests of our teams, communities, and shareholders.

As shown in our Governance Highlights section of the Proxy Statement Summary, our Board members have a variety of skills and backgrounds to materially contribute to the Board. In addition, our Board members are demographically diverse with five of our Board members being gender or ethnically diverse: three of our Board members are female and two of our other Board members are ethnically diverse. Our Corporate Governance Policies includes in each search for director nominees, candidates who reflect diverse backgrounds.

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Annual Evaluations

Our Corporate Governance and Nominating Committee has established a robust process for evaluating the Board, each of the Committees, and individual board members. Each individual director reviews topics that cover areas such as Board effectiveness, structure, relevancy of agenda topics, individual director performance including themselves, and skills composition with our lead independent director. There are multiple opportunities as part of this assessment and throughout the year to provide open-ended feedback to be considered. In addition, each Committee chairperson leads a process to determine the effectiveness of their respective committee.

The Corporate Governance and Nominating Committee evaluates the feedback from this process and considers the continued candidacy of incumbent Board members based on the same criteria applicable to new candidates, taking into consideration such factors as age, board tenure, membership on other public company boards, diversity, ability to provide subject matter expertise and insight into our long-term strategic direction and the extent to which through his or her prior participation and performance he or she has met the applicable criteria for continued Board membership.

The Corporate Governance and Nominating Committee has determined that the Board, the Committees, and each board member has performed exemplarily and operated effectively during the prior year. Relevant feedback is provided to the Board, Committees, and board members as needed. As a result of this process, the Corporate Governance and Nominating Committee has recommended all incumbent directors stand for election at our 2025 Annual Meeting.

Director Meetings and the Annual Meeting

The Board held seven regularly scheduled and special meetings during 2024. All directors attended at least 75% of those meetings, as well as the meetings of each of the committees on which they served. As the Board, the Company’s independent directors met in executive session four times during 2024, without the Company’s leadership present.

We encourage all members of the Board to attend our Annual Meeting. At the 2024 Annual Meeting all directors were in attendance, except for Ms. Hamann due to an unavoidable scheduling conflict.

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Leadership Succession Planning

The Board also engages in regular discussions with the Chief Executive Officer regarding leadership succession planning at all senior levels, including the Chief Executive Officer, and to the identification, development, and promotion of critical talent to address both planned and unplanned leadership transitions. The Chief Executive Officer reports at least semi-annually on succession and leadership development planning. The Company also encourages talent development and succession planning at all levels throughout the organization through broad-based ongoing education and development opportunities. The Company has created internal programs for companywide development opportunities specifically designed to teach leadership skills and how they are interpreted within the Company’s culture.

Statement of Policy for the Review, Approval or Ratification of Transactions with Related Persons

Under our policy, once a person has been identified as a “related person,” and if there is a proposed transaction of $120,000 or more involving the related person and the Company or any of its subsidiaries, the transaction must be considered, approved, or ratified by the Audit Committee. For purposes of our Policy, a “related person” is a person who is (or at any time since the beginning of our last fiscal year was) a director, director nominee, executive officer, 5% shareholder, immediate family member of any of the foregoing, an entity which is owned or controlled by any of such persons, or any other person which our Audit Committee or Board has so identified.

Relevant transactions are normally approved in advance by the Audit Committee. If a transaction cannot practically be approved by the Audit Committee in advance, the Audit Committee Chair may provide such approval, subject to subsequent report to the full Audit Committee.

All of these transactions and relationships were approved in accordance with our Statement of Policy for the Review, Approval or Ratification of Transactions with Related Persons. During 2024, each of the following employment relationships involved payments for services rendered to the Company by performing work at no more than market rates of less than $500,000 per individual. Charles Trowbridge was employed as a sales manager for our Butler Flat Roll Division. Mark D. Millett, our Chairman and Chief Executive Officer, is the brother-in-law of Charles Trowbridge. Joshua Graham was employed as an operational manager at our Steel of West Virginia and Sinton steel divisions. Christopher A. Graham, our Senior Vice President, Flat Roll Steel Group, is the brother of Joshua Graham. Neil Pushis was employed as an operational supervisor within our Aluminum operations. Glenn A. Pushis, our Senior Vice President, Special Projects, is the brother of Neil Pushis. In addition, Ms. Hamann, one of our independent directors, is Chief Financial Officer of Union Pacific. For many years, the Company has sold rail to Union Pacific and purchased transportation services from Union Pacific. In 2024, Union Pacific paid the Company approximately $27 million for rail purchases and the Company paid Union Pacific approximately $75 million for transportation services. These transactions were made on market terms and accounted for less than 0.5% of each company’s revenues. We believe that all of the transactions described above are on terms no less favorable to us than could be obtained from unaffiliated third parties.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our non-employee directors and our executive officers to file with the SEC initial reports of beneficial ownership of the Company’s common stock and other equity securities or derivatives as well as reports of changes in beneficial ownership. These persons are required to provide us with a copy of their required Section 16(a) reports as and when they are filed. Based on our records and information furnished to us by our executive officers and directors, we believe that all Exchange Act filing requirements with respect to 2024 were met, except for an amended Form 3, regarding Mr. Poinsatte’s leadership appointment to Senior Vice President of Steel Dynamics. The initial Form 3 was filed timely but required an amendment to correct his initial holdings.

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Compensation Committee Interlocks and Insider Participation

None of our current or former officers or employees or any current or former officers or employees of our subsidiaries, served as a member of the Compensation Committee during 2024. Moreover, during 2024 (a) none of our executive officers served on the compensation committee of another entity, any of whose executive officers served on our Compensation Committee, and (b) none of our executive officers served as a director of another entity, any of whose executive officers served on our Compensation Committee.

Shareholder Nominations

The Corporate Governance and Nominating Committee will consider suggestions from shareholders for potential director nominees. In order to provide the Committee sufficient time to evaluate proposed nominees, a shareholder desiring to recommend a proposed nominee for consideration by the Committee, for nomination at the 2026 Annual Meeting, should send any such recommendation to Steel Dynamics, Inc., Attention: Chief Financial Officer and Corporate Secretary, Theresa E. Wagler, 7575 West Jefferson Blvd., Fort Wayne, Indiana 46804, no later than November 28, 2025, who will then forward it to the Committee. Any such recommendation should include a description of the proposed nominee’s qualifications for Board service, the proposed nominee’s written consent to be considered for nomination and to serve if nominated and elected, stock ownership information, including date or dates of purchase, the proposed nominee’s resume, information regarding any relationship, as well as any understandings between the proposing shareholder, the proposed nominee, and any other person or organization regarding the proposed nominee’s board service, if elected, and the addresses and telephone numbers for contacting the shareholder and/or the proposed nominee for more information.

Under our Bylaws, written notice of shareholder nominations to the Board of Directors that are to be included in the proxy statement pursuant to the proxy access provisions in Section 3.16 of our Bylaws must be delivered to the Company’s Chief Financial Officer no later than 120 days nor earlier than 150 days prior to the first anniversary of the preceding year’s annual meeting. Accordingly, any eligible shareholder who wishes to have a nomination considered at the 2026 Annual Meeting and included in the Company’s proxy statement must deliver a written notice (containing the information specified in our Bylaws regarding the shareholder and the proposed nominee) to the Company’s Chief Financial Officer between November 26, 2025 and December 26, 2025.

To comply with the SEC’s universal proxy rule, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees in compliance with Rule 14a-19 under the Exchange Act must provide notice that sets forth the information required by Rule 14a-19 no later than February 26, 2026. If the date of the 2026 Annual Meeting changes by more than 30 calendar days from the date of the Annual Meeting, such notice must instead be provided by the later of 60 calendar days prior to the date of the 2026 Annual Meeting or the 10th calendar day following public announcement by the Company of the date of the 2026 Annual Meeting.

Under our Bylaws, shareholders may also nominate a candidate for election at an annual meeting of shareholders. Shareholders who intend to present a nomination at our 2026 Annual Meeting are required to notify the Secretary of the Company in writing and provide the information described in our Bylaws no later than 60 days nor earlier than 120 days prior to the first anniversary of the preceding year’s annual meeting. Accordingly, any eligible shareholder who wishes to have a nomination considered at the 2026 Annual Meeting and not included in the Company’s proxy statement must deliver a written notice (containing the information specified in our Bylaws regarding the shareholder and the proposed nominee) to the Company’s Secretary between December 26, 2025 and February 26, 2026. Director nominees submitted through this process will be eligible for election at the 2026 Annual Meeting but will not be included in proxy materials sent to shareholders prior to the meeting.

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Shareholder Proposals for 2026

Any shareholder satisfying the requirements of Exchange Act Rule 14a-8 and wishing to submit a proposal for inclusion in our proxy statement for our 2026 Annual Meeting must submit the proposal in writing to the attention of our Chief Financial Officer, Theresa E. Wagler, at 7575 West Jefferson Blvd., Fort Wayne, Indiana 46804, no later than November 28, 2025. Exchange Act Rule 14a-8 contains detailed eligibility and procedural requirements for determining whether you will be permitted to submit your proposal and have it included in the proxy statement. These include requirements regarding the minimum market value of the shares you hold, the length of time you have held those shares, and the applicable deadline for submitting the proposal.

In addition, if a shareholder does not submit a timely or otherwise qualifying proposal for inclusion in 2026’s Annual Meeting Proxy Statement but may still wish to make a business proposal at that meeting for consideration at the meeting, other than a nomination for director which is described above, will be required to have delivered written notice to the Company’s Secretary and provide the information described in Section 2.1(b) of our Bylaws no later than 60 days nor earlier than 120 days prior to the first anniversary of the preceding year’s annual meeting. Accordingly, any eligible shareholder who wishes to have a shareholder proposal considered at the 2026 Annual Meeting and not included in the Company’s proxy statement must deliver a written notice (containing the information specified in our Bylaws regarding the shareholder and the proposal) to the Company’s Secretary between December 26, 2025 and February 26, 2026. Were such a proposal to be made at next year’s Annual Meeting, a proxy granted by a shareholder prior to next year’s Annual Meeting will be deemed to have given discretionary authority to the proxies to vote that individual’s shares on any matter so introduced at next year’s Annual Meeting.

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Our shareholders will be asked to elect nine directors at the 2025 Annual Meeting.

The nine individuals listed below are incumbent members of our Board and were elected at the 2024 Annual Meeting. As a result of the ongoing director performance review by the Corporate Governance and Nominating Committee (see “Director Nomination Process”), each incumbent Board member’s service and performance as a director during 2024 was evaluated by the Corporate Governance and Nominating Committee and was determined to have met all expectations for continued Board membership. The Committee determined that it would be in the best interest of the Company that each director, whom has expressed his or her willingness to continue to serve, should continue to do so. Accordingly, nine director candidates, having indicated their willingness to stand for election for an additional one-year term, were recommended for nomination by the Committee and subsequently approved by the full Board, and are hereby nominated for election to the Board.

Each director, if elected, will serve until our 2026 Annual Meeting, or until a qualified successor director has been elected. All but Messrs. Millett and Teets are, and expect to continue to be, independent directors. In the event that any nominee at the time of the election is unable to serve or is otherwise unavailable for election, the Board, upon recommendation of the Corporate Governance and Nominating Committee, may select a substitute nominee. In that event, the individuals named in the enclosed proxy intend to vote the proxy for the individual so selected. We do not anticipate that any nominee will be unable to serve.

In addition, the Board has also reviewed all transactions during 2024 between Steel Dynamics, Inc. or any of its subsidiaries or affiliates, and companies or entities in which a director or a family member or affiliate might have owned any interest, for the purpose of ensuring that such transactions, if any, were approved in accordance with our “Statement of Policy For the Review, Approval or Ratification of Transactions With Related Persons”, and, further, for the purpose of determining whether any of such transactions impacted the independence of any director. The Board has affirmatively determined that none of the independent directors is an officer or employee of the Company, or any of our subsidiaries, and none of such persons have any relationships which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Ownership of a significant amount of our stock, by itself, does not constitute a material relationship or impact that person’s independence.

The Board of Directors recommends a vote “FOR” each of the following nominees

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Information Concerning Experience, Qualifications, Attributes, and Skills of the Director Nominees and Other Executive Officers

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.

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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.

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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.

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Other Named Executive Officers

Theresa E. Wagler (54) has been our Executive Vice President, Chief Financial Officer and Corporate Secretary since May 2007. Ms. Wagler joined the Steel Dynamics corporate finance team in 1998, and has held various finance and accounting positions, including Chief Accounting Officer and Vice President and Corporate Controller. She is responsible for and oversees accounting and taxation, treasury, risk management, legal, information technology and cybersecurity, human resources, decarbonization strategy, and strategic business development functions, as well as, financial planning and analysis, investor relations, and corporate communications. Ms. Wagler also has various operational responsibilities, directly overseeing several operating joint ventures. Prior to joining Steel Dynamics, Ms. Wagler was a certified public accountant with Ernst & Young LLP. She graduated cum laude from Taylor University with a bachelor’s degree in accounting and systems analysis. In addition, Ms. Wagler serves as a director, chair of the audit committee, and a member of the environmental sustainability and community committee of CF Industries Holdings, Inc., a public company, and also serves as a trustee for Trine University and director for the Metals Service Center Institute.

Barry T. Schneider (56) has been our President and Chief Operating Officer since March 2023. Mr. Schneider is responsible for the company’s steel platform, steel fabrication platform, and metals recycling platform. Before that, Mr. Schneider served as our Senior Vice President, Flat Roll Steel Group, between March 2016 and February 2023, responsible for the Company’s entire flat roll steel operations, including the Company’s three flat roll steel mills and numerous flat roll processing, coating, and distribution operations. Before that, Mr. Schneider served in various operational and leadership roles within the Company’s steel operations, including our Engineered Bar Products Division and Butler Flat Roll Division. He was also a part of the team that constructed the Company’s first steel mill in Butler, Indiana in 1994. Mr. Schneider earned a bachelor’s degree in mechanical engineering and a master of science in engineering management from Rose-Hulman Institute of Technology. He also received an Executive Certificate in Technology, Operations, and Value Chain Management from the MIT Sloan School of Management. In addition, Mr. Schneider served as past president for the Association for Iron & Steel Technology.

Christopher A. Graham (60) has been our Senior Vice President, Flat Roll Steel Group since October 2023. Mr. Graham is responsible for the Company’s entire flat roll steel operations, including three flat roll steel mills and numerous flat roll steel processing, coating, and distribution operations. Before that, Mr. Graham served as our Senior Vice President, Long Products Steel Group. In this role, Mr. Graham was responsible for the company’s four long product steel mills, along with a downstream finishing operation and the company’s copper rod manufacturing facility. Prior to that, Mr. Graham served as Senior Vice President, Downstream Manufacturing and President of New Millennium Building Systems, responsible for the company’s steel fabrication and downstream manufacturing operations, and other operational and leadership roles. Mr. Graham was also a part of the team that constructed the company’s first steel mill in Butler, Indiana in 1994. Mr. Graham earned a bachelor’s degree in business management from Western Governors University and an MBA from the University of Saint Francis. In addition, Mr. Graham completed the Harvard Advanced Management Program in 2017.

Glenn A. Pushis (59) has been our Senior Vice President, Special Projects since February 2019. Mr. Pushis is responsible for the successful design and construction of the Company’s new 650,000 metric ton state-of-the-art lower-carbon, recycled aluminum flat rolled products mill in Columbus, Mississippi with two satellite recycled aluminum slab centers in the Southwestern United States and Northcentral Mexico. From 2019 until 2022, Mr. Pushis was responsible for the successful design and construction of the Company’s new Southwest-Sinton Flat Roll Division, developed to serve the Southwestern United States and Mexico. He has extensive experience in this capacity and has been instrumental in numerous construction projects for Steel Dynamics since its founding. Prior to that, Mr. Pushis served as Senior Vice President, Long Products Steel Group, responsible for the Company’s four long product steel mills. Mr. Pushis has been with Steel Dynamics since 1994, holding various operational and leadership roles, including roles within the Engineered Bar Products Division and the Butler Flat Roll Division. He was also a part of the team that constructed the Company’s first steel mill in Butler, Indiana in 1994. Mr. Pushis earned a bachelor’s degree in mechanical engineering from Purdue University and his MBA from Indiana University. In addition, Mr. Pushis serves as President of the Association for Iron & Steel Technology Foundation.

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Director Compensation

The following table presents the total compensation for each person who served as a non-employee member of the Board during 2024.

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.

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Cash Compensation

For 2024, the standard cash compensation retainer for the non-employee members of the Board, as well as any additional cash received for respective committee chairs, were as follows:

Non-employee members of the Board may elect to defer up to 100% of their annual cash retainer relating to their Board service, in increments of 10%, in the form of additional deferred stock units (“DSU”), as further described below under “Equity Compensation.” The actual number of DSUs is determined by dividing the dollar amount of the board service cash retainer amount that is the subject of the election by the closing price of the Company’s common stock at the close of business on the last business day preceding the date of the elected cash retainer payment. This deferral election must be made prior to December 31 of the calendar year preceding the year for which the deferral election is made and to elect, in advance, the desired deferral period, specifically, for a period of either one year, or the earlier to occur of five years or one year following his or her retirement from the Board.

Equity Compensation

Non-employee members of the Board also receive an annual equity award, in the form of DSUs. In 2024, these director DSU awards each had a grant date fair value of $165,062. The grant is made annually, as of June 1, and the number of DSUs is determined by a formula, set forth in the Steel Dynamics, Inc. 2023 Equity Incentive Plan (“2023 Plan”), under which the equity portion of the annual Board service retainer is divided by the closing price of the Company’s common stock at the close of business on the last business day preceding June 1, to arrive at the specified number of DSUs. Each DSU is a book-entry award expressed in common stock equivalent units and ultimately settled at the end of the deferral period in a like number of shares of the Company’s common stock.

Equity Ownership Policy for Directors

We maintain an equity ownership policy for the non-employee members of the Board. Under this policy, each non-employee member of the Board is required to own and hold shares of the Company’s common stock equal to at least five times his or her annual cash retainer, currently $135,000, for an aggregate of $675,000. We review compliance with this policy annually and require each non-employee member of the Board to meet his or her respective equity ownership requirement within five years of joining the Board. We believe that each of the non-employee members of the Board either has satisfied, or will satisfy, this requirement on a timely basis. Our Board members own 5.6% of our outstanding common stock.

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Security Ownership of Directors and Executive Officers

The following table shows how much of the Company’s common stock the directors and the Named Executive Officers, and all directors and executive officers, as a group, beneficially owned as of March 6, 2025. For purposes of the following table, beneficial ownership is determined in accordance with Exchange Act Rule 13d-3.

¹ Assumes exercise of all stock options currently exercisable or exercisable within 60 days (of which there are none).

² Mr. Teets’ ownership includes 93,119 shares of the Company’s common stock owned by Mr. Teets’ spouse.

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Security Ownership of Certain Beneficial Owners

At December 31, 2024, based upon filings with the SEC, and based upon a total of 151,117,153 shares issued and outstanding at that time, the following persons owned more than 5% of the Company’s common stock.

¹ Share amounts are based on a Form 13F filed with the SEC on February 11, 2025, reporting beneficial ownership as of December 31, 2024, which indicates that The Vanguard Group has shared voting power of 186,512 of the shares shown, sole dispositive power of 17,623,251 of the shares shown and shared dispositive power of 658,870 of the shares shown.

² Share amounts are based on a Schedule 13G/A filed with the SEC on February 5, 2025, reporting beneficial ownership as of December 31, 2024, which indicates that BlackRock, Inc. has sole voting power of 10,603,569 of the shares shown and sole dispositive power of 11,907,020 of the shares shown.

Policy Regarding Insider Trading and Certain Prohibited Transactions

We have adopted a Policy Regarding Insider Trading and Certain Prohibited Transactions governing the purchase, sale, and other dispositions of our securities by our directors, officers, and employees, and by the Company, which we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations and listing standards applicable to the Company. Our Policy Regarding Insider Trading and Certain Prohibited Transactions has been filed as Exhibit 19.1 to our Annual Report on Form 10-K.

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In accordance with the provisions of the Sarbanes Oxley Act of 2002, the Audit Committee has appointed Ernst & Young LLP (Ernst & Young) as our independent registered public accounting firm, to conduct our annual audit for the year 2025. Although not legally required, but in accordance with established policy, we are submitting this appointment to shareholders for ratification. In the event the appointment is not ratified, we anticipate that no change in auditors would be made for the current year because of the difficulty and expense of making any change mid-year. However, any such vote would be considered in connection with our deliberation of the appointment of an independent registered public accounting firm for 2026.

Ernst & Young conducted our annual audit for 2024, and representatives of Ernst & Young will be present and will be available at the Annual Meeting to respond to questions from shareholders, and, if the representatives desire, will have an opportunity to make a statement.

The Board of Directors recommends a vote “FOR” the approval of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025.

Audit and Non-Audit Fees

The following table presents fees for services rendered by Ernst & Young, as the Company’s independent registered public accounting firm, for the years ended December 31, 2023 and 2024.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Consistent with SEC policies regarding auditor independence, the Audit Committee must pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. Our Non-Audit Services Pre-Approval Policy covers all services to be performed by our independent registered public accounting firm. The policy contemplates a general pre-approval for all audit, audit related, tax, and all other services that are permissible, with a general pre-approval period of twelve months from the date of each pre-approval. Any other proposed services that are to be performed by our independent registered public accounting firm, not covered by or exceeding the pre-approved levels or amounts, must be specifically approved in advance of service.

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Prior to engagement, the Audit Committee will pre-approve the following categories of services:

Applicable SEC rules and the Audit Committee’s pre-approval policy permits the delegation of pre-approval authority for services not covered by the Audit Committee’s general pre-approval to the Chair of the Audit Committee.

Report of the Audit Committee

The Audit Committee operates under a written charter adopted by the Committee and approved by the Board and is posted on the Company’s website at www.steeldynamics.com under “Investors  —   Governance  —Governance Documents.” The charter is reviewed at least annually and updated as necessary. The Audit Committee is comprised of seven non-employee independent directors, each of whom met the definition of “audit committee financial expert.”

Among its other responsibilities, summarized in this Proxy Statement under “Governance of the Company  —The Audit Committee,” the Audit Committee oversees:

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Roles and Responsibilities

Management, our independent registered public accounting firm, and the Audit Committee each have different roles and responsibilities with respect to our financial statements and internal control over financial reporting.

Management is responsible for the preparation, presentation, and integrity of our consolidated financial statements, accounting and financial reporting principles, internal control over financial reporting, and disclosure controls and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. Management is also responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of our system of internal control, and has delivered its opinion on the effectiveness of its controls.

Our independent registered public accounting firm, Ernst & Young, is responsible for performing an independent audit of our consolidated financial statements and for expressing an opinion, based on the results of their audit, whether the consolidated financial statements are fairly presented in all material respects, in conformity with generally accepted accounting principles in the United States. In addition, Ernst & Young is also responsible for expressing an opinion on the effectiveness of our internal control over financial reporting. The Audit Committee reviewed and discussed with the independent registered public accounting firm the assessment of the critical audit matter.

Oversight and Assessment of the Independent Registered Public Accounting Firm

The Audit Committee selects and appoints our independent registered public accounting firm, reviews the performance of the independent registered public accounting firm in the annual audit and in assignments unrelated to the audit, and reviews and approves the fees. Ernst & Young has been Steel Dynamics’ independent registered public accounting firm since 1999 with the Lead Audit Partner since 2022. In addition to its ongoing annual performance evaluation, the Audit Committee also considers the impact, if any, of auditor tenure when assessing whether to retain Ernst & Young. The Audit Committee approved the selection and engaged the services of Ernst & Young as our independent registered public accounting firm for the Company’s fiscal year ended December 31, 2024, after employing its annual quality and review process described below.

In 2024, the Audit Committee, with assistance from management, conducted a formal performance appraisal of Ernst & Young, soliciting the opinions of the Audit Committee, internal audit, senior leadership and other relevant Company employees. In determining whether to appoint Ernst & Young as Steel Dynamics’ independent registered public accounting firm for 2025, the Audit Committee took into consideration a number of factors, including the frankness and quality of the Audit Committee’s ongoing discussions with our auditor, the auditor’s independence, appropriateness of fees, and the assessment of the professional qualifications and past performance of both Ernst & Young as a whole and the Lead Audit Partner. The results assessed Ernst & Young’s performance to have met all expectations. In that regard, the Audit Committee recommends engaging Ernst & Young as our independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025. The Audit Committee believes the choice of Ernst & Young is in best interest of Steel Dynamics and its shareholders.

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Required Disclosures and Discussions

In connection with the December 31, 2024 audited consolidated financial statements, the Audit Committee:

Recommendation to Include the Financial Statements in the Annual Report

Based upon the Audit Committee’s discussions with senior leadership and our independent registered public accounting firm, and the Audit Committee’s review of the audited financial statements, the representations of management and the report of our independent registered public accounting firm to the Audit Committee, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The Audit Committee

Traci M. Dolan, Chair

Sheree L. Bargabos, Member

Jennifer L. Hamann, Member

Gabriel L. Shaheen, Member

Luis M. Sierra, Member

March 13, 2025

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Executive Compensation and
Related Information

This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our compensation program for our Named Executive Officers (our “NEOs”). It also provides an overview of our executive compensation philosophy, policies and practices, which are designed to achieve our financial, operational and strategic business objectives. For 2024, our NEO’s were:

Executive Summary

2024 Business Overview

Our commitment is to the health, safety and well-being of our teams, families, and communities while meeting the current and future needs of our customers. Our culture and our business model positively differentiate our company and performance. We are in a place of strength. Some of our more notable performance highlights for 2024 include:

We believe that our business model and unique operating culture generate strong cash flow through all market cycles  —  based on the low, highly-variable cost structure of our operations, our highly diversified, value-added product offerings, and customer supply-chain solutions. The strength of our through-cycle cash generation coupled with a strong capital structure foundation provides the opportunity for continued organic and transactional growth while also providing strong shareholder distributions. We are squarely focused on the continuation of long-term value creation.

2024 Shareholder Engagement and Say-on-Pay

At our 2024 Annual Meeting, we conducted a non-binding advisory vote on the compensation of our NEOs, commonly referred to as a “say-on-pay” vote. Our shareholders approved our NEOs’ compensation with 92% of the votes cast on the proposal voting in favor of our executive compensation program.

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