Allen C. Behr
NUCORAbout Allen C. Behr
Allen C. “Al” Behr is Executive Vice President – Raw Materials at Nucor. He previously served as EVP of Plate and Structural Products until May 12, 2024, reflecting Nucor’s internal progression model and long-tenured leadership bench; he was under age 55 as of March 10, 2024, based on vesting provisions applied to his LTIP awards . Company performance context for 2024: Nucor delivered $8.46 diluted EPS and 9.8% ROE, returned $2.74B via buybacks and dividends, and achieved the safest year in its history; Say‑on‑Pay support was ~92% at the 2024 meeting, underscoring investor alignment with pay-for-performance design . Behr also represents Nucor in low‑carbon materials partnerships; he highlighted advanced purchase commitments and supply chain decarbonization in the Electra clean iron initiative .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nucor | Executive Vice President – Plate & Structural Products | Prior to May 12, 2024 | Led plate/structural product businesses; transitioned to raw materials leadership in 2024 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $627,000 | $672,300 |
| AIP Target (% of Base) | 137.5% (Other Executive Officers) | 137.5% (Other Executive Officers) |
| AIP Threshold/Max (% of Base) | 18.75% / 300% | 18.75% / 300% |
| AIP Actual Payout ($) | — | $1,127,985 |
| All Other Compensation ($) | — | $810,240 (SERP $804,490 + 401(k) match $5,750) |
| Stock Awards – Grant Date Fair Value ($) | — | $3,942,781 |
| Option Awards – Grant Date Fair Value ($) | — | $250,000 |
| Total Compensation ($) | — | $6,803,306 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcomes
| Metric | Weighting | Target | Actual | Payout (% of Base) | Vesting/Timing |
|---|---|---|---|---|---|
| ROE | 75% of max | 9.0% ROE → 100% of base (Other Execs) | 9.83% ROE | 111.53% | Cash paid in 2025 cycle |
| Annual ROAIC vs Steel Comparator Group | 25% of max | Rank table; 1→75%, 2→67.5%, 3→56.25%, … (Other Execs) | Rank 3rd | 56.25% | Cash paid in 2025 cycle |
| Total AIP | — | — | — | 167.78% (Other Execs) → $1,127,985 for Behr | Cash (deferral optional) |
RSUs – June 1, 2024 Grants
| Award Type | Grant Date | Units (#) | Value ($) | Performance Metric | Vesting |
|---|---|---|---|---|---|
| Time-based RSUs | 6/1/2024 | Included in total 16,582 | Included in $2,799,871 | — | 1/3 annually over 3 years; retirement/death/disability acceleration |
| Performance-based RSUs | 6/1/2024 | 14,806 | Included in $2,799,871 | Prior-year ROE (2023 ROE = 23.0%) | 1/3 annually; retirement/death/disability acceleration |
| Total RSUs Granted | 6/1/2024 | 16,582 | $2,799,871 | ROE-driven portion within | As above |
Stock Options – June 1, 2024 Grant
| Grant Date | Options (#) | Exercise Price ($) | Term | Vesting |
|---|---|---|---|---|
| 6/1/2024 | 3,685 | $168.85 | 10 years | Vest on 6/1/2027; retirement/death/disability acceleration |
Long-Term Incentive Plan (LTIP) – Relative ROAIC
| Performance Period | Design | Target Shares (#) | Performance Outcome | Shares Earned (#) | Payout Form | Notes |
|---|---|---|---|---|---|---|
| 2024–2026 (granted 1/1/2024) | 50% Steel ROAIC rank; 50% General Industry ROAIC rank; max 200% of target | 1,313 | In progress | — | 50% cash / 50% restricted shares in Mar-2027 | Grant date value $1,142,747 |
| 2022–2024 | Same as above | 8,384 | Steel rank 2 → 90%; General rank 3 → 80%; Total 170% | 14,253 | 50% cash / 50% restricted shares in Mar-2025 | — |
| 2021–2023 | Same as above | — | Completed | 12,629 | Cash $2,198,095 + restricted shares on 3/10/2024 | Behr under 55; restricted shares vest 1/3 over 3 years |
Equity Ownership & Alignment
| Ownership Detail (as of 2/28/2025) | Amount |
|---|---|
| Shares owned – sole voting power | 41,598 |
| Shares subject to options (exercisable within 60 days) | 22,807 |
| Total beneficial ownership | 64,405 |
| Percent of class | <1% of 230,540,060 shares |
| AIP deferred units (no voting power) | 1,579 |
| Stock ownership guideline (EVP) | At least 35,000 shares |
| Compliance with guideline | All Executive Officers were in compliance as of 12/31/2024 |
| Hedging/short selling/pledging | Prohibited by Trading Policy |
Outstanding Equity Awards & Vesting Schedule
| Category | Detail |
|---|---|
| Options outstanding | 15,068 @ $42.46 exp 5/31/2030; 7,739 @ $110.74 exp 5/31/2031; 5,522 @ $130.71 (unexercisable, vests 6/1/2025); 5,038 @ $133.03 (unexercisable, vests 6/1/2026); 3,685 @ $168.85 (unexercisable, vests 6/1/2027) |
| RSUs not yet vested (count) | 50,509 shares (MV $5,894,905 @ $116.71) |
| LTIP expected unearned shares | 6,238 (2024–2026, MV $728,037); 9,299 (2023–2025, MV $1,085,286) |
| Time-phased RSU vesting | 19,684 (6/1/2025); 12,543 (6/1/2026); 5,528 (6/1/2027); 12,754 upon retirement (Committee-approved) |
| LTIP restricted stock vesting | 11,427 (3/10/2025); 8,133 (3/10/2026); 4,210 (3/10/2027) |
| AIP deferred units vesting | 12/22/2025; 7/3/2028 (for specified deferrals) |
Employment Terms
| Scenario (as of 12/31/2024) | Cash – Non-Compete | Vesting of Restricted Stock | Pro‑Rata LTIP | SERP/Non‑Qualified | Benefits/Perqs | Total ($) |
|---|---|---|---|---|---|---|
| Voluntary Termination | $3,605,872 | — | — | $1,492,258 | — | $5,098,130 |
| Retirement (not eligible) | — | — | — | — | — | — |
| Involuntary Not for Cause | $3,605,872 | — | — | $2,984,515 | — | $6,590,387 |
| For Cause | $3,605,872 | — | — | — | — | $3,605,872 |
| Disability | $1,601,822 | $9,546,858 | $966,125 | $2,984,515 | — | $15,099,320 |
| Death | — | $9,546,858 | $966,125 | $2,984,515 | — | $13,497,498 |
| Change in Control | $4,370,065 | $9,546,858 | $978,847 | $2,984,515 | $47,897 | $17,928,182 |
- Change-in-control mechanics: Nucor does not provide single-trigger severance or equity vesting; double-trigger principles are embedded in “What We Don’t Do” governance .
- Clawback policy: SEC Rule 10D‑1 compliant; 3‑year lookback, applies regardless of misconduct .
- Non-compete cash is a defined term under Nucor’s program; SERP provides accrued or 50% of normal retirement benefits depending on eligibility .
Compensation Structure Analysis
- Heavy variable pay with team-based incentives; individual performance does not influence incentive payouts, which are anchored to ROE and relative ROAIC versus defined comparator groups .
- 2024 AIP paid above target (167.78% for Other Execs) on 9.83% ROE and Steel ROAIC rank of 3rd; LTIP for 2022–2024 paid at 170% of target, reflecting strong relative ROAIC performance versus steel and general industry groups .
- Equity mix includes time-based RSUs (7–13% of compensation), performance‑based RSUs tied to ROE, stock options, and LTIP (half cash/half stock); vesting schedules provide retention and alignment (annual tranches and retirement provisions) .
- Governance guardrails: no hedging/short selling/pledging, higher-than-market stock ownership guidelines (EVP ≥35,000 shares), no excise tax gross‑ups, no single‑trigger CIC benefits .
Equity Ownership & Alignment – Skin-in-the-Game
- Behr’s direct holdings (41,598 shares) exceed EVP guideline (35,000), with additional RSUs/options exposure; all Executive Officers were guideline‑compliant as of 12/31/2024 .
- Deferred AIP/ LTIP units have no voting power and distribute post‑retirement/termination, extending alignment and reducing near‑term liquidity pressure .
Performance & Track Record
- 2024 performance drivers backing incentive payouts: ROE 9.83% and Steel ROAIC rank 3rd; LTIP 2022–2024 delivered 170% of target; Safety and capital returns (dividend increase 52nd consecutive year; $2.74B returned) reinforce execution quality .
- Strategic initiatives: Leadership voice in Electra clean iron purchase commitments and decarbonized EAF steelmaking supply chain readiness .
Investment Implications
- Pay-for-performance linkage is strong: Behr’s variable compensation is tightly calibrated to ROE and relative ROAIC, with LTIP outcomes tracking competitive positioning; 2024 AIP and 2022–2024 LTIP payouts reflect above-peer results .
- Upcoming vesting cadence (RSUs in 2025–2027; LTIP restricted shares in 2025–2027; options vest in 2025–2027) may create predictable liquidity windows; however, Nucor’s trading policy prohibits hedging/pledging and AIP/LTIP deferrals defer stock distribution, tempering near‑term selling pressure .
- Alignment and retention signals are positive: ownership guideline compliance, multi‑year equity mix with retirement provisions, and robust clawback governance reduce adverse selection risk; CIC protections are double‑trigger, limiting windfall concerns .
- Strategic exposure: As EVP Raw Materials, Behr’s execution on raw material strategy and low‑carbon inputs (e.g., Electra clean iron) is a lever for margin resilience and ESG‑linked demand, a supportive factor for long‑term value creation .