K. Rex Query
NUCORAbout K. Rex Query
K. Rex Query is an Executive Vice President at Nucor (current title: EVP – Strategy; previously EVP – Sheet Products and Talent Resources), and one of Nucor’s Named Executive Officers (NEOs) in 2024–2025 . Nucor’s pay programs tie executive outcomes to company performance via ROE and ROAIC versus steel and industrial peer groups; under Query’s tenure as NEO, Nucor delivered diluted EPS of $8.46 and ROE of 9.8% in 2024, with cumulative TSR and pay-versus-performance disclosures showing strong sensitivity of executive compensation to stock performance and profitability . Query’s equity ownership is substantial with 70,073 unvested RSUs and options, and he is subject to strict ownership, clawback, non-hedging/pledging, and non-compete provisions that align incentives with long-term shareholder value .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nucor | Executive Vice President – Strategy | From 2024 (title change noted by Jan 1, 2025) | Corporate strategy leadership across portfolio and capital allocation |
| Nucor | Executive Vice President – Sheet Products and Talent Resources | 2023 | Leadership of sheet products and talent development; NEO status |
| Nucor | Executive Vice President – Sheet Products | Through May 12, 2024 | Commercial and product leadership; transitioned May 2024 per CD&A note |
External Roles
No external directorships or public company roles disclosed for Query in the proxy statements; skip if not disclosed.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $614,200 | $672,300 |
| AIP design – ROE weighting | 75% of AIP max; Threshold 8.5% (2023), Target 8.5% (2023), Max 17% (2023) | 75% of AIP max; Threshold 4.5%, Target 9.0%, Max 18.0% (2024) |
| AIP design – ROAIC vs Steel peers weighting | 25% of AIP max (rank-based schedule) | 25% of AIP max (rank-based schedule) |
| Total AIP Maximum (% of Base) | 300% (other executive officers) | 300% (other executive officers) |
Performance Compensation
| Metric | Weighting | Target/Plan | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2024 AIP – ROE | 75% | Threshold 4.5%; Target 9.0%; Max 18.0% | ROE 9.83% | 111.53% of base from ROE component | Cash (with optional deferral; Query did not defer) |
| 2024 AIP – ROAIC rank vs Steel peers | 25% | Rank schedule (3rd → 56.25% of base for other execs) | 3rd | 56.25% of base from ROAIC component | Cash (with optional deferral) |
| 2024 AIP – Total | — | Max 300% of base (other execs) | — | 167.78% of base; $1,127,985 paid to Query | Cash (Query did not defer) |
| LTIP (2022–2024) – ROAIC vs Steel peers | 50% | Rank schedule (2nd → 90% of target) | 2nd of 7; ROAIC 55.59% | 90% of target | 50% paid as restricted stock; 50% cash |
| LTIP (2022–2024) – ROAIC vs General Industry peers | 50% | Rank schedule (3rd → 80% of target) | 3rd of 11 | 80% of target | 50% paid as restricted stock; 50% cash |
| LTIP (2022–2024) – Total | — | Max 200% of target | — | 170% of target; Query earned 14,177 shares (split cash/stock) | Restricted shares vest one-third annually or upon retirement eligibility |
| 2024 Performance RSUs (June 1, based on 2023 ROE 23.0%) | — | EVP grant schedule; 20% ROE cap | ROE 23.0% (max tier) | $2,500,000 grant value for EVP (rounded units) | One-third vest annually; retirement acceleration as defined |
| 2024 Time-based RSUs (June 1) | — | EVP $300,000 grant value | — | 16,582 RSUs to Query (includes performance RSUs in total; perf. RSUs component: 14,806 units) | One-third vest annually; retirement acceleration |
| 2024 Stock Options (June 1) | — | EVP $250,000 grant value; strike at grant price | Exercise price $168.85 | 3,685 options to Query | Cliff vest 3 years; 10-year term |
Equity Ownership & Alignment
| Ownership Detail (as of FY-end) | Value |
|---|---|
| Beneficial Ownership (Feb 28, 2025): 7,088 shares held; 28,697 shared; 7,739 shares subject to options exercisable; 70,073 RSUs; Total 113,597; <1% of class (230,540,060 shares outstanding) | |
| Beneficial Ownership (Feb 29, 2024): 12,868 shares; 16,205 options?; 68,882 RSUs; Total 97,955; <1% of class (240,183,616 shares outstanding) | |
| RSUs vesting schedule (as of Dec 31, 2024): 19,684 (2025), 12,543 (2026), 5,528 (2027), 32,318 upon retirement; total 70,073 | |
| Options – exercisable/unexercisable: 7,739 @ $110.74 exp. 5/31/31 exercisable; 5,522 @ $130.71 (vest 6/1/25); 5,038 @ $133.03 (vest 6/1/26); 3,685 @ $168.85 (vest 6/1/27) | |
| Stock Ownership Guidelines: EVP ≥ 35,000 shares; all Executive Officers in compliance as of Dec 31, 2024 | |
| Hedging/Pledging: Prohibited for directors, officers, and certain employees | |
| Clawback: SEC/NYSE-compliant incentive compensation recovery policy; 3-year lookback on restatements |
Employment Terms
- Non-compete and Non-solicit: Restrictive period varies by age at termination (55 or younger: 42 months; 56: 36 months; 57: 30 months; 58+ : 24 months) . Monthly non-compete cash payment equals the greater of (i) one month of base salary per year of service (min 6 months), or (ii) value of unvested LTIP shares; if age 55+, then one month of base salary per year of service (min 6 months) .
- Severance: No severance benefits; employment agreements provide only non-compete payments and restrictive covenants .
- Change-in-control (CIC): Double-trigger economics, no tax gross-up; EVP multiple = 2x “base amount” (base salary plus the greater of 150% of base salary or 3-year average AIP award), plus 24 months of medical/dental/life continuation; AIP for CIC year ≥ the greater of actual performance-to-date or 150% of base (prorated); LTIP pays based on greater of actual or target (prorated); all unvested equity (AIP/LTIP RSUs, options, deferred shares) vest upon CIC; parachute payments reduced to safe harbor if beneficial .
- Post-termination payments (illustrative, as of Dec 31, 2024): For K. Rex Query—Voluntary termination: $4,500,895 total (includes non-compete cash $1,921,030 and SERP $2,579,865); Retirement: $10,099,250 (includes vesting of restricted stock $8,178,220; non-compete cash $1,921,030); Disability: $12,679,115; Death: $10,758,085; Change in Control: $15,137,123 (CIC components detailed above) .
Compensation Structure vs Performance Metrics
| Item | 2023 | 2024 |
|---|---|---|
| Net Income ($MM) | $4,525 | $2,027 |
| ROE (%) | 23.0% | 9.8% |
| Nucor TSR (Value of $100 since 12/31/2019) | 337 | 229 |
| AIP payout (Query) | 281.25% of base; $1,727,438 (no deferral) | 167.78% of base; $1,127,985 (no deferral) |
| LTIP (3-yr period ending) | 2021–2023: 170% of target (ROAIC ranks: steel 2nd; general industry 3rd); Query earned 25,259 shares | 2022–2024: 170% of target (steel 2nd; general industry 3rd); Query earned 14,177 shares |
Equity Vesting Schedules and Insider Selling Pressure
| Upcoming Key Vesting Dates (Query) | Detail |
|---|---|
| June 1, 2025 | RSUs vest 19,684; options @ $130.71 become exercisable |
| June 1, 2026 | RSUs vest 12,543; options @ $133.03 become exercisable |
| June 1, 2027 | RSUs vest 5,528; options @ $168.85 become exercisable |
- Trading policy prohibits hedging/short selling/pledging, mitigating leverage risk from collateralized positions .
- We did not identify Form 4 insider transactions in the proxies; the company’s policy and vesting calendar suggest potential selling windows near vest dates, subject to blackout periods and 10b5-1 plans (not disclosed here). Skip if not disclosed.
Related Party and Governance Considerations
- Related person transactions: Nucor disclosed compensation for a facility manager who is Query’s son ($142,500 in 2024), reviewed under the related-party policy .
- CEO familial relation: CEO Leon Topalian is married to the sister of Query’s wife; disclosed in director biography context .
- Governance protections: Majority independent board, robust committee oversight, strict clawback policy, and prohibition on hedging/pledging support alignment .
Compensation Peer Group and Comparator Design
- Comparator groups used for incentives (not for benchmarking pay levels): Steel Comparator Group and General Industry Comparator Group, with ranks determining AIP and LTIP payouts; steel peers include Cleveland-Cliffs, Commercial Metals, Radius Recycling, Steel Dynamics, Metallus, U.S. Steel; general industry peers include 3M, Caterpillar, Cummins, Emerson, General Dynamics, Honeywell, Illinois Tool Works, International Paper, Parker-Hannifin, PPG .
- Compensation peer benchmarking: 21-company peer set used for salary positioning and context (near/below median base; variable-heavy pay mix) .
Employment & Contracts – SERP and Deferred Compensation
| Program | Query Data |
|---|---|
| SERP (Supplemental Executive Retirement Plan) | 2024 registrant contribution $1,200,616; aggregate balance $3,806,157; not yet normal-retirement eligible; early retirement would be 50% of accrued normal benefit upon retirement before normal criteria . |
| AIP/LTIP deferrals | Query did not defer AIP in 2023–2024; LTIP deferral not shown for Query; RSU and AIP deferral mechanics and dividend equivalents described for executives generally . |
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (reduces misalignment risk) .
- Clawback: SEC-compliant (recovers erroneously awarded incentives on restatement) .
- Tax gross-ups: None on CIC payments (shareholder-friendly) .
- Option repricing: Not indicated; options granted at market price with fixed annual grant date .
- Related party: Limited transaction involving Query’s son under policy oversight .
- Say-on-pay support: 92% approval in 2024 for prior year’s NEO compensation (indicates investor support for pay program) .
Investment Implications
- High variable pay tied to ROE and ROAIC with peer-relative modifiers creates direct sensitivity of Query’s cash incentives and LTIP outcomes to profitability and capital efficiency, aligning with shareholder returns; reduced payouts in 2024 mirror lower ROE and net income, demonstrating pay-for-performance integrity .
- Significant unvested RSUs and staged option vesting indicate ongoing retention hooks and potential supply near vest dates; trading policy limits hedging/pledging, while ownership guidelines (≥35,000 shares for EVPs) and compliance enhance alignment and reduce forced-selling risk .
- Employment protections favor retention (robust non-compete payments and SERP accruals) but avoid severance; CIC terms accelerate equity and provide 2x multiple for EVPs, which could influence executive stability and behavior in strategic transactions (no gross-ups; safe harbor reductions) .
- Overall, Query’s incentives and ownership structure support long-term value creation through capital discipline and ROE/ROAIC performance, with governance features mitigating misalignment and reputational risks .