Laurette T. Koellner
NUCORAbout Laurette T. Koellner
Laurette T. Koellner is an independent director of Nucor Corporation, serving since 2015; she is age 70 and chairs the Audit Committee while also serving on the Compensation and Executive Development and Governance and Nominating Committees . The Board has determined she is independent and an “audit committee financial expert,” with deep international, financial, governance, and risk management experience from senior roles at Boeing, McDonnell Douglas, and International Lease Finance Corporation (ILFC) . Education is not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Lease Finance Corporation (AIG subsidiary) | Executive Chairman | 2012–2014 | Served until ILFC’s sale in 2014 |
| Boeing International (The Boeing Company) | President | 2006–2008 | Global leadership role |
| Connexion by Boeing | President | 2004–2006 | Led business unit |
| The Boeing Company | Executive Vice President, Chief Administration & Human Resources Officer; Member, Office of the Chairman | 2002–2004; 2002–2003 | Senior corporate leadership |
| Boeing Shared Services Group | President | 2001–2002 | Enterprise shared services oversight |
| The Boeing Company | Vice President & Corporate Controller | 1999–2001 | Corporate finance leadership |
| McDonnell Douglas Corporation | Vice President & Corporate General Auditor; Division Director of Human Resources | 19 years prior to Boeing | Internal audit/human resources leadership |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| The Goodyear Tire & Rubber Company | Director | Since 2015, current |
| Papa John’s International, Inc. | Director | Since 2014, current |
| Celestica Inc. | Director | 2009–2025, former (past five years) |
Board Governance
- Committee assignments: Audit (Chair), Compensation and Executive Development (Member), Governance and Nominating (Member) .
- Audit committee financial expert designation; Audit Committee members are financially literate .
- Independence: Board determined Koellner and all committee members are independent under NYSE/SEC rules .
- Attendance: Board held 5 meetings in 2024; each incumbent director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee activity (2024): Audit 7 meetings; Compensation 4; Governance 4 .
- Risk oversight: Audit Committee oversees financial risk exposures (including legal/environmental claims, cybersecurity); Compensation Committee reviews comp risk; Governance Committee oversees governance risks .
Fixed Compensation
Director pay is retainer-based with modest chair premiums; no meeting or committee membership fees disclosed.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer ($) | 135,000 | 140,000 |
| Audit Committee Chair retainer ($) | 25,000 | 25,000 |
| Lead Director retainer ($) | — | — (not applicable) |
| Governance Chair retainer ($) | 15,000 | 20,000 (increase effective May 2024; Koellner not Governance Chair) |
| Committee membership fees ($) | Not disclosed | Not disclosed |
| Total cash fees paid to Koellner ($) | 160,000 | 163,750 |
Notes:
- In 2024, following Pearl Meyer benchmarking showing average total director compensation below peer median, Nucor increased the annual cash retainer and the value of the annual stock award by $5,000 (effective May 2024) .
Performance Compensation
Director equity is granted as fully vested deferred stock units on June 1 each year; units are payable in shares only after termination of Board service. No performance-conditioned metrics are disclosed for director equity.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual equity award value ($) | 165,000 | 170,000 |
| Grant date | June 1, 2023 | June 1, 2024 |
| Closing price used ($/share) | 133.03 | 168.85 |
| Units granted (#) | 1,240 | 1,006 |
| Vesting/settlement | Fully vested; payable after termination | Fully vested; payable after termination |
Additional governance controls:
- Non-employee director compensation cap: Under the proposed 2025 Omnibus Incentive Compensation Plan, the sum of equity grant fair value, other awards, and cash fees per calendar year may not exceed $950,000 for any non-employee director .
Other Directorships & Interlocks
- Overboarding policy: In addition to service on Nucor’s Board, directors may not serve on more than three public company boards; Koellner’s current two directorships (Goodyear, Papa John’s) and prior Celestica role are within policy limits; all directors are in compliance .
- Related-party transactions: Governance Committee administers policy; 2024 related-person transactions disclosed involve other executives’ family members; none involve Koellner .
Expertise & Qualifications
- Skills matrix highlights: Finance/Capital Allocation, Business Development/Growth Strategy, Talent Development & Succession Planning, Global Business, Risk Management & Controls, Public Company Governance, and Technology .
- Audit Committee Financial Expert designation and accounting/financial management expertise .
- Extensive international and executive leadership experience; corporate governance, human resources, and risk management background .
Equity Ownership
Ownership and alignment are strong through deferred stock units, with stock ownership guidelines and anti-hedging/pledging policies.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Vested deferred stock units (#) | 17,878 | 18,884 |
| Market value of vested units ($) | 3,111,487 (at $174.04) | 2,203,952 (at $116.71) |
| Metric | As of Feb 28, 2025 |
|---|---|
| Total beneficial ownership (# shares/units) | 18,884 |
| Percent of class | <1% (asterisk indicates <1%) |
| Shares pledged | Prohibited by policy; none disclosed |
| Director stock ownership guideline | 4,000 shares (reduced from 7,000 in 2024); all non-employee directors compliant or within first five years |
Governance Assessment
- Strengths: Independent Audit Chair with “financial expert” designation; high engagement (≥75% attendance; 5 Board meetings; 7 Audit meetings in 2024); robust risk oversight role; clear anti-hedging/pledging policies; strong director ownership guidelines (4,000 shares) with compliance .
- Compensation structure: Balanced cash retainer plus fixed-value equity; modest YOY increases informed by independent benchmarking; no performance-conditioned director pay (reduces incentive for risk-taking) .
- Shareholder support: Say-on-pay received approximately 92% approval at the 2024 annual meeting, signaling investor confidence in compensation governance; 2024 8-K confirms broad support across proposals .
- Conflicts/Red flags: No Koellner-related party transactions disclosed; overboarding compliance; anti-pledging policy in place; no attendance or pay anomalies identified .
Overall signal: Koellner’s leadership as Audit Chair and financial expertise, coupled with ownership alignment through deferred stock units and consistent attendance, support board effectiveness and investor confidence.