Christopher J. Kearney
NUCORAbout Christopher J. Kearney
Christopher J. Kearney, age 69, is Nucor’s Lead Director (since September 2022) and an independent director since 2008. He is the retired Executive Chairman of Otis Worldwide, formerly Chairman, President and CEO of SPX Corporation, and a corporate attorney by training; he also founded Eagle Marsh Holdings, LLC in 2016. His board tenure and leadership background provide CEO-level operating experience, M&A execution expertise, and corporate legal acumen relevant to Nucor’s capital-intensive, cyclical business.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Otis Worldwide Corporation | Executive Chairman | Apr 2020 – Feb 2022 | Led board during public company separation era; global industrial governance experience. |
| SPX FLOW, Inc. | Non-Executive Chairman | Jan 2016 – May 2017 | Oversaw governance following spin; capital allocation oversight. |
| SPX FLOW, Inc. | Chairman, President & CEO | Oct – Dec 2015 | Led post-spin execution; short transitional tenure. |
| SPX Corporation | Chairman | 2007 – Sept 2015 | Board leadership in diversified manufacturing; strategic M&A oversight. |
| SPX Corporation | President & CEO | 2004 – Sept 2015 | Ran global multi-industry manufacturer; extensive operations and strategy. |
| SPX Corporation | VP, Secretary & General Counsel | 1997 – 2004 | Corporate legal leadership; governance and compliance. |
| Eagle Marsh Holdings, LLC | Managing Partner (Founder) | Since 2016 | Business and real estate investment; private capital perspective. |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Otis Worldwide Corporation | Director | Since 2020 | Current public company board service. |
| United Technologies Corporation | Director | 2018 – 2020 | Former public company board; pre-Otis spin. |
Board Governance
- Independence: Affirmatively determined independent under NYSE/SEC rules; serves as Lead Director.
- Committee assignments: Audit (member), Compensation & Executive Development (member), Governance & Nominating (Chair).
- Lead Director responsibilities: Sets and leads executive sessions; approves agendas and materials; liaison to independent directors and major stockholders; may call meetings of independent directors.
- Board/committee activity: Board met 5 times in 2024; Audit 7, Compensation 4, Governance 4 meetings; each director attended ≥75% of applicable meetings. Kearney presided over all independent director executive sessions in 2024.
- Overboarding & retirement: Policy caps at ≤3 public boards (compliant); mandatory retirement at the annual meeting following age 72, with possible Board-approved extension.
- Hedging/pledging: Company policy prohibits directors from hedging, short-selling, or pledging Nucor stock.
Fixed Compensation
| Component | Amount (USD) | Effective/As-of | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $140,000 | Effective May 2024 | Increased by $5,000 in 2024. |
| Lead Director additional retainer | $40,000 | Effective May 2024 | Role-based fee. |
| Governance & Nominating Committee Chair retainer | $20,000 | Effective May 2024 | Increased by $5,000 in 2024. |
| Cash fees received (2024) | $197,500 | 2024 | Actual cash compensation reported for Kearney. |
Performance Compensation
| Grant Type | Grant Date | Units/Shares | Grant Value (USD) | Vesting/Settlement |
|---|---|---|---|---|
| Annual director equity (deferred stock units) | Jun 1, 2024 | 1,006 units | $170,000 | Fully vested at grant; payable in shares only after board service termination. |
| Outstanding vested deferred stock units (year-end) | Dec 31, 2024 | 38,444 units | $4,486,799 | Valued at $116.71; payable post-service. |
Nucor does not use performance metrics (e.g., TSR, ROE) for director equity grants; awards are time-based and granted as shares/units at a fixed value each year.
Other Directorships & Interlocks
| Company | Overlap/Interlock with Nucor Stakeholders | Assessment |
|---|---|---|
| Otis Worldwide Corporation | None disclosed with Nucor customers/suppliers in proxy; Board independence reaffirmed after review of director relationships. | Low interlock risk; independence maintained. |
Expertise & Qualifications
- CEO-level leadership of global industrials; deep M&A and capital allocation experience.
- Corporate legal background and governance expertise; past General Counsel.
- Manufacturing/operations, risk management, global business skills reflected in Board skills matrix.
Equity Ownership
| Category | Amount | As-of Date | % of Class |
|---|---|---|---|
| Shares owned (sole voting/investment power) | 6,000 | Feb 28, 2025 | <1% (*) |
| Deferred stock units (vested; payable post-service) | 38,444 | Dec 31, 2024 | N/A |
| Total beneficial ownership (shares + units eligible within 60 days) | 44,444 | Feb 28, 2025 | <1% (*) |
- Director stock ownership guidelines: Minimum 4,000 shares/units (reduced from 7,000 in 2024); all non-employee directors were compliant or within five-year phase-in.
- Hedging/pledging: Prohibited for directors under Trading Policy.
Governance Assessment
- Board effectiveness: Kearney’s dual roles as Lead Director and Governance Chair strengthen independent oversight, agenda-setting, and executive session leadership—key for balancing a combined Chair/CEO structure.
- Independence and engagement: Independent status affirmed; presides over regular executive sessions; attendance threshold met across Board/committees.
- Compensation alignment: Modest cash retainer with role-based premiums and annual equity delivered as DSUs payable post-service supports long-term alignment; no meeting fees or perquisites; peer-reviewed adjustments (+$5k) keep pay near market.
- Ownership alignment: Holds 38,444 vested DSUs plus 6,000 shares; exceeds 4,000-share guideline; Trading Policy bans hedging/pledging—positive alignment signal.
- Conflicts/related-party: Proxy discloses related-person transactions involving certain executives’ family members but none involving Kearney; Governance Committee administers pre-approval policy.
- Risk indicators: No hedging/pledging; independent compensation consultant (Pearl Meyer) with no other services; strong clawback policy for executives; say-on-pay support ~92% in 2024—overall supportive governance environment.
- Refreshment: Mandatory retirement at 72; Kearney at 69 implies approaching refreshment horizon; Board added three new independent directors in past five years.
Overall signal: Strong independent leadership and governance hygiene with long-term equity alignment and low conflict indicators; continued monitoring warranted as he approaches mandatory retirement age and to track any evolving external commitments.