Daniel R. Needham
NUCORAbout Daniel R. Needham
Executive Vice President – Commercial at Nucor (named executive officer). Needham has served as an EVP since February 1, 2021, and was 55 or older as of March 10, 2024 (equity immediately vested upon issuance at age ≥55) . Company performance context: 2024 diluted EPS was $8.46 with ROE of 9.8%; 2023 ROE was 23.0% (which drove maximum performance RSU grants for EVPs) . Over 2024, an initial $100 investment in Nucor translated to $229 in value in the SEC “Pay vs. Performance” framework (company TSR) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Nucor | Executive Vice President – Commercial | 2021–Present | Named executive officer; compensation tied to ROE/ROAIC-driven AIP and ROAIC-based LTIP |
External Roles
No external public company board roles for Needham are disclosed in the 2025 or 2024 Nucor proxy filings .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $560,000 | $614,200 | $672,300 |
Notes:
- Stock ownership guideline for EVPs: at least 35,000 shares; all executive officers were in compliance as of 12/31/2024 .
Performance Compensation
AIP design (above base salary):
- Metrics and weight: ROE (75% of maximum), annual ROAIC vs Steel Comparator Group (25% of maximum) .
- ROE payout curve for other Executive Officers: threshold 20% at 4.5% ROE; target 100% at 9.0% ROE; maximum 225% at 18.0% ROE .
- ROAIC relative rank payout for other Executive Officers: 1st=75%, 2nd=67.5%, 3rd=56.25%, 4th=45%, 5th=33.75%, 6th=18.75%, 7th=0% of base salary .
AIP outcomes (Needham):
| Year | ROE | ROAIC Rank (Steel) | Total AIP Payout (% of Salary) | AIP Paid in Cash | AIP Deferred into Stock Units |
|---|---|---|---|---|---|
| 2023 | 22.87% | 3rd | 281.25% | $1,381,950 | $345,488 (20% deferred; plus 25% match in units) |
| 2024 | 9.83% | 3rd | 167.78% | $902,388 | $225,597 (20% deferred; plus 25% match in units) |
LTIP design and outcomes:
- LTIP metric: three-year ROAIC relative to Steel (50%) and General Industry (50%) comparator groups; max 200% of target if rank 1 in Steel (100%) and rank 1–2 in General Industry (100%) .
- 2022–2024 performance period: Nucor ROAIC 55.59%; ranked 2nd in Steel (90%) and 3rd in General Industry (80%) → 170% of target; Needham target shares 8,339; earned shares 14,177 (half paid in cash, half as restricted stock in March 2025) .
| LTIP (2022–2024) | Value |
|---|---|
| ROAIC | 55.59% |
| Steel rank / payout | 2nd / 90% |
| General Industry rank / payout | 3rd / 80% |
| Total payout as % of target | 170% |
| Needham target/earned shares | 8,339 / 14,177 |
2024 equity grants and vesting:
- RSUs (June 1, 2024): total 16,582 units; includes 14,806 performance-based RSUs (based on 2023 ROE of 23% which maps to the maximum grant for EVPs under the schedule) .
- Stock options (June 1, 2024): 3,685 options @ $168.85 exercise price; 10-year term; vest on 3rd anniversary (or on death, disability or retirement per plan) .
| 2024 Grants (Needham) | Detail |
|---|---|
| RSUs granted (total units) | 16,582 units (includes 14,806 performance-based) |
| Performance-based RSU grant value (EVP scale; 2023 ROE=23%) | $2,500,000 |
| Options granted | 3,685 options @ $168.85; 10-year term; vest 6/1/2027 |
Equity Ownership & Alignment
As of February 28, 2025:
- Beneficial ownership: 113,876 shares (<1% of outstanding) comprised of 65,384 owned, 7,739 subject to options, and 40,753 RSUs; deferred shares (no voting power): 24,324 (AIP) and 33,831 (LTIP) .
- Shares outstanding reference: 230,540,060 .
- Hedging and pledging prohibited for officers under Trading Policy .
- Ownership guideline for EVPs: 35,000 shares; all executives in compliance at 12/31/2024 .
| Ownership Detail (Needham) | Amount |
|---|---|
| Owned shares (sole voting power) | 65,384 |
| Options exercisable | 7,739 |
| RSUs unvested | 40,753 |
| Total beneficial ownership | 113,876 |
| Deferred AIP stock units | 24,324 (no voting power) |
| Deferred LTIP stock units | 33,831 (no voting power) |
| Percent of class | <1% |
Upcoming vesting schedule and potential selling pressure:
- RSUs scheduled to vest: 19,684 (June 1, 2025), 12,543 (June 1, 2026), 5,528 (June 1, 2027), plus 2,998 units vest upon retirement; total 40,753 units .
- Options vesting: 5,522 options @ $130.71 on 6/1/2025; 5,038 options @ $133.03 on 6/1/2026; 3,685 options @ $168.85 on 6/1/2027 .
- Insider activity snapshot: No option exercises by Needham in 2024; 27,823 shares vested from stock awards (value realized $4,930,268) .
| Unvested RSUs by Date | Units |
|---|---|
| June 1, 2025 | 19,684 |
| June 1, 2026 | 12,543 |
| June 1, 2027 | 5,528 |
| Upon retirement (approved) | 2,998 |
| Unvested Options by Date | Options | Exercise Price | Expiry |
|---|---|---|---|
| June 1, 2025 | 5,522 | $130.71 | 5/31/2032 |
| June 1, 2026 | 5,038 | $133.03 | 5/31/2033 |
| June 1, 2027 | 3,685 | $168.85 | 5/31/2034 |
Employment Terms
Non-compete and non-solicit (applies on termination for any reason; monthly cash payments during a portion of the restrictive period):
- Restrictive period length: 24 months (age ≥58), 30 months (age 57), 36 months (age 56), 42 months (age ≤55) .
- Payment formula (outside CIC): If <55, monthly cash = greater of (one month base salary per year of service; min six months) OR value of total unvested LTIP shares; if ≥55, monthly cash = one month base salary per year of service; min six months .
- No severance benefits otherwise; none for for-cause terminations .
Change-in-control (CIC) economics:
- Non-compete payment if terminated within 24 months of CIC: multiple equals 2x “base amount” for EVPs (base amount = base salary plus greater of 150% of salary or three-year average actual AIP); plus 24 months of medical/dental/life insurance continuation for EVPs .
- AIP in CIC year: not less than the greater of (actual through CIC) or (150% of base salary), prorated to termination date .
- LTIP: in-progress periods terminate; payout on prorated basis at greater of actual or target .
- Equity acceleration: all unvested AIP/LTIP equity (including deferred shares) and all unvested stock options/RSUs vest upon a change in control; 280G cutback applies (no excise tax gross-up) .
Post-termination payout summary (as if termination occurred on 12/31/2024):
| Category | Voluntary | Retirement | Involuntary (Not for Cause) | Disability | Death | Change in Control |
|---|---|---|---|---|---|---|
| Non-compete cash | $1,139,175 | $1,139,175 | $1,139,175 | $1,139,175 | — | $4,340,215 |
| Vesting of restricted stock | — | $4,756,283 | — | $4,756,283 | $4,756,283 | $4,756,283 |
| Pro-rata LTIP | — | — | — | — | — | $12,721 |
| SERP (non-qualified) | $2,525,087 | — (not retirement-eligible for SERP) | $2,525,087 | $2,525,087 | $2,525,087 | $2,525,087 |
| Benefits/perquisites | — | — | — | — | — | $31,558 |
| Total | $3,664,262 | $5,895,458 | $3,664,262 | $8,420,545 | $7,281,370 | $11,665,864 |
SERP design/values:
- Supplemental retirement plan yields a normal retirement benefit equal to 3.36 times final monthly salary for 24 months upon retirement at age ≥60, or age ≥55 with seven years as EVP+; early retirement typically pays 50% of the accrued benefit (and/or pro-rata reductions until service requirement met); strict non-compete/non-solicit covenants apply (violations forfeit benefit with clawback) .
- Needham’s accrued SERP balance at 12/31/2024: $3,682,839 (early-retirement payable would have been $1,841,419 if retired 12/31/2024) .
Governance protections:
- Clawback policy (SEC Rule 10D-1 aligned) on erroneously awarded incentive compensation within a three-year lookback upon a required accounting restatement, irrespective of misconduct .
- Prohibition on hedging, short selling, and pledging by officers (including Needham) .
Compensation Structure Details (for benchmarking and incentive alignment)
| Component | Structure |
|---|---|
| AIP metrics/weights | ROE (75% of max) + ROAIC vs Steel Comparator Group (25%); highly leveraged; team-based plan . |
| LTIP metrics | Three-year ROAIC relative to Steel (50%) and General Industry (50%); max 200% of target . |
| 2024 equity mix | Time-based RSUs (1/3 vest annually), performance RSUs (granted off 2023 ROE = 23% → max for EVP), and stock options (3-year cliff vest, 10-year term) . |
| Pay governance | No tax gross-ups; clawback; independent consultant (Pearl Meyer); stock ownership guidelines and holding requirements; no significant perquisites; prohibits hedging/pledging . |
Say-on-Pay & Peer Framework
- Say-on-pay: ~92% approval at 2024 annual meeting for 2023 NEO compensation .
- Comparator groups for relative performance: Steel (Cleveland-Cliffs, CMC, Radius Recycling, Steel Dynamics, Metallus, U.S. Steel) and General Industry (3M, Caterpillar, Cummins, Emerson, General Dynamics, Honeywell, Illinois Tool Works, International Paper, Parker-Hannifin, PPG) .
Investment Implications
- Near-term vesting and liquidity: Needham has 40,753 RSUs scheduled to vest over 2025–2027 (19,684 in 2025; 12,543 in 2026; 5,528 in 2027; 2,998 on retirement), and 14,245 unvested options vesting 2025–2027, creating identifiable windows for potential insider selling; however, pledging/hedging is prohibited .
- Retention and retirement dynamics: He is 55+ and equity-retirement-eligible (as of 12/31/2024), which accelerates equity upon retirement and may reduce long-dated vesting “stickiness”; the non-compete structure and SERP covenants add retention economics and post-employment enforcement .
- Pay-for-performance linkage: After a high 2023 AIP (281.25%), the 2024 AIP fell to 167.78% as ROE normalized (9.83%), while the 2022–2024 LTIP still paid a strong 170% on superior ROAIC, demonstrating sensitivity to cycle and relative execution .
- Alignment: Large, multi-year equity exposure, high ownership guideline compliance, and a strong clawback reduce governance risk; no gross-ups and a clearly defined CIC framework (with cutback) align with investor preferences .