Leon J. Topalian
NUCORAbout Leon J. Topalian
Leon J. Topalian is Chair, President and CEO of Nucor Corporation. He has served as Chair since September 2022 and as President and CEO since January 2020; he joined Nucor in 1996 and has been a director since 2020 (age 57) . Under his leadership, Nucor delivered diluted EPS of $8.46 and ROE of 9.8% in 2024, increased its quarterly dividend for the 52nd consecutive year (to $0.55 per share in December 2024), and returned $2.74 billion to stockholders through repurchases and dividends, while achieving the safest year in company history . Over the past five years, Nucor returned more than $12 billion to stockholders and invested over $16 billion to grow the company, and has compounded EPS at 10% and dividends at 11% since 1999 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nucor Corporation | Chair of the Board; President & CEO | Chair since Sep 2022; CEO since Jan 2020 | Combined Chair/CEO role with lead independent director; deep operational knowledge and culture alignment |
| Nucor Corporation | President & COO | Sep 2019 – Dec 2019 | Transition leadership delivering continuity prior to CEO appointment |
| Nucor Corporation | EVP, Beam & Plate Products | May 2017 – Aug 2019 | Oversaw product group operations, growth and profitability |
| Nucor Corporation | Vice President | 2013 – May 2017 | Corporate leadership; business development and operational roles |
| Nucor-Yamato Steel; Nucor Steel Kankakee; Nucor Steel South Carolina; Corporate office; HIsmelt JV (Australia); Nucor Steel Berkeley | General Manager; Melting & Casting Manager; Business Development Manager; Operations Manager; Production Supervisor | Various roles since joining in 1996 | Plant leadership and international operations experience underpinning execution and culture |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Association of Manufacturers | Board Member | Current | NAM governance and industry advocacy |
| World Steel Association | Vice Chair | Current | Global industry leadership and sustainability engagement |
| American Institute of Steel Construction | Board Member (prior) | Prior service | Industry standards and structural steel leadership |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $1,500,000 | $1,560,000 |
Performance Compensation
Annual Incentive Plan (AIP) Design
| Component | Weighting | CEO Max Payout (% of Base) | Other Execs Max Payout (% of Base) |
|---|---|---|---|
| ROE | 75% | 300% | 225% |
| ROAIC vs Steel Comparator Group | 25% | 100% | 75% |
| Total Maximum | — | 400% | 300% |
| ROE Threshold/Target/Max | Threshold ROE 4.5%; CEO payout 20%; Other Execs 20% | Target ROE 9.0%; CEO 100%; Other Execs 100% | Max ROE 18.0%; CEO 300%; Other Execs 225% |
|---|---|---|---|
| Levels | 4.5%/9.0%/18.0% | Payouts as shown | Payouts as shown |
| Steel Comparator Rank | 1st | 2nd | 3rd | 4th | 5th | 6th | 7th |
|---|---|---|---|---|---|---|---|
| CEO ROAIC Payout (% of Base) | 100% | 90% | 75% | 60% | 45% | 25% | 0% |
AIP 2024 Actual
| Performance Measure | 2024 Result | CEO Payout (% of Base) | Other Execs Payout (% of Base) |
|---|---|---|---|
| ROE | 9.83% | 118.44% | 111.53% |
| ROAIC vs Steel Comparator Group | 3rd | 75.00% | 56.25% |
| Total | — | 193.44% | 167.78% |
| Executive | 2024 Base Salary ($) | AIP Deferred ($) | AIP Paid in Cash ($) | Total AIP ($) |
|---|---|---|---|---|
| Leon J. Topalian | 1,560,000 | 301,766 | 2,715,898 | 3,017,664 |
Long-Term Incentive Plan (LTIP) – 2022–2024 Cycle
| Metric | ROAIC (3-year) | Steel Group Rank | Steel Group Award (% of Target) | General Industry Rank | General Industry Award (% of Target) | Total Award (% of Target) |
|---|---|---|---|---|---|---|
| Result | 55.59% | 2nd | 90% | 3rd | 80% | 170% |
| Executive | Target Shares | Award (% of Target) | Shares Earned | LTIP Payout Form |
|---|---|---|---|---|
| Leon J. Topalian | 36,793 | 170% | 62,549 | 50% cash; 50% restricted stock; time-based vesting |
2024 Equity Grants
| Grant Type | Grant Date | Value ($) | Notes |
|---|---|---|---|
| Performance-based RSUs (2023 ROE basis) | June 1, 2024 | 5,000,000 | Max tier for CEO with prior-year ROE of 23.0% |
| Time-based RSUs | June 1, 2024 | 2,000,000 | Vests one-third annually over 3 years |
| Stock Options | June 1, 2024 | 1,750,000 | 10-year term; vest on 3rd anniversary; strike = closing price |
Equity Ownership & Alignment
| Category | Shares / Units | Notes |
|---|---|---|
| Sole voting & investment power | 90,292 | Includes directly held and AIP/LTIP deferrals as applicable |
| Shared voting & investment power | 1,342 | As disclosed |
| Stock options (exercisable or within 60 days) | 278,160 | Options counted per SEC beneficial ownership rule |
| RSUs (vesting within 60 days) | 104,118 | RSUs counted per SEC beneficial ownership rule |
| Total beneficial ownership | 473,912 | <1% of class (230,540,060 outstanding) |
| Ownership % of outstanding | ~0.206% (473,912 / 230,540,060) | Derived from disclosed totals |
| Stock ownership guideline | ≥100,000 shares for CEO | Guideline equates to ~7.5x salary at $116.71 price |
| Guideline compliance | In compliance as of Dec 31, 2024 | Exec RSUs and deferred shares count; options do not |
| Hedging/pledging | Prohibited (policy) | No hedging, short-selling or pledging of Nucor securities |
Upcoming Vesting and Option Schedules (Insider supply monitoring)
| RSUs Vested by Date | Jun 1, 2025 | Jun 1, 2026 | Jun 1, 2027 | Upon Retirement | Total |
|---|---|---|---|---|---|
| Leon J. Topalian (#) | 49,209 | 31,359 | 13,819 | 9,731 | 104,118 |
| Options – Leon J. Topalian | Exercisable (#) | Strike ($) | Expiry | Unexercisable (#) | Strike ($) | Vest Date |
|---|---|---|---|---|---|---|
| Grant (2010) | 223,981 | 42.46 | 5/31/2030 | — | — | — |
| Grant (2011) | 54,179 | 110.74 | 5/31/2031 | — | — | — |
| Grant (2022) | — | — | — | 38,656 | 130.71 | 6/1/2025 |
| Grant (2023) | — | — | — | 35,268 | 133.03 | 6/1/2026 |
| Grant (2024) | — | — | — | 25,799 | 168.85 | 6/1/2027 |
Note: At $116.71 (12/31/2024), in-the-money value approximates $16.6M for the 2010 grant and ~$0.3M for the 2011 grant; 2022–2024 grants are out-of-the-money at year-end price. Values derived from disclosed strikes and year-end price .
Employment Terms
| Provision | Key Terms |
|---|---|
| Non-compete & non-solicitation | Restrictive period: 24 months (age 58+), 30 months (age 57), 36 months (age 56), 42 months (age ≤55); monthly cash payments tied to age and service; confidentiality and non-solicit of customers/employees |
| Severance | No severance benefits for Executive Officers |
| Change-in-control (CIC) – cash multiple | If terminated within 24 months of CIC: CEO = 3x base amount; CFO/COO = 2.5x; EVPs = 2x; base amount = base salary + greater of 150% of base or 3-year average actual AIP; medical/dental/life continuation for 36/30/24 months (CEO/CFO-COO/EVPs) |
| CIC – equity & LTIP | Single-trigger: all unvested equity (AIP/LTIP RSUs, deferred shares) and options vest upon CIC; LTIP performance periods terminated and paid on greater of actual or target performance prorated through CIC |
| AIP in CIC year | Minimum award = greater of actual through CIC or 150% of base salary, prorated through termination |
| Clawback | SEC Rule 10D-1 compliant clawback for erroneously awarded incentive-based compensation over 3-year lookback, regardless of misconduct |
| SERP (Supplemental Executive Retirement Plan) | Normal retirement benefit: 3.36x final monthly salary for 24 months (age 60+, or 55+ with ≥7 years EVP+ service); early retirement benefits with reductions; strict non-compete/non-solicit; forfeiture on breach; Topalian’s disclosed SERP: $10,483,200 |
Compensation Structure Analysis
- Pay mix is highly leveraged to performance; majority of CEO’s target compensation is long-term and at-risk (program positions base near/below market median; incentives drive above-market outcomes in strong years) .
- AIP emphasizes ROE (75%) and relative ROAIC (25%) against steel peers; 2024 payouts were above target due to ROE 9.83% and third-place ROAIC rank .
- LTIP ties half of awards to ROAIC versus steel peers and half versus a capital-intensive General Industry group; 2022–2024 cycle paid 170% of target (2nd in Steel group, 3rd in General Industry) .
- Equity program includes sizable performance RSUs when ROE ≥20% (2023 ROE 23.0% led to max CEO performance RSU grant of $5.0M on 6/1/2024), time-based RSUs ($2.0M), and options ($1.75M) vesting on the third anniversary .
- No hedging/short-selling/pledging; clawback policy aligned with SEC; no excise tax gross-ups; equity accelerates on CIC (single-trigger) while CIC cash multiples require termination (double-trigger), balancing retention and shareholder alignment .
Compensation Peer Group (Benchmarking) and Comparator Groups
| Compensation Peer Companies (21) | 3M; Caterpillar; Cleveland-Cliffs; Cummins; Danaher; Deere; Eaton; Emerson Electric; Freeport-McMoRan; General Dynamics; Honeywell; Illinois Tool Works; International Paper; Northrop Grumman; PACCAR; Parker-Hannifin; PPG Industries; Steel Dynamics; Textron; Trane Technologies; U.S. Steel |
|---|---|
| Performance Comparator – Steel | Cleveland-Cliffs; Commercial Metals; Radius Recycling; Steel Dynamics; Metallus; U.S. Steel |
| Performance Comparator – General Industry | 3M; Caterpillar; Cummins; Emerson; General Dynamics; Honeywell; Illinois Tool Works; International Paper; Parker-Hannifin; PPG |
Say-on-Pay & Shareholder Feedback
- Say-on-pay: 92% approval at 2024 meeting for 2023 NEO compensation, reflecting strong investor support for pay-for-performance .
- Engagement: ~370 investor meetings in 2024 via in-person/video/phone; stewardship outreach in late 2024–early 2025 focused on ESG and human capital priorities .
Board Governance (Director-Service Intelligence)
- Board: 8 directors; 7 independent; Topalian is not independent (management) and serves as combined Chair & CEO; independent Lead Director (Kearney) with robust responsibilities (agenda-setting, executive sessions, shareholder liaison) .
- Committees: Audit (Koellner, Chair), Compensation & Executive Development (Dempsey, Chair), Governance & Nominating (Kearney, Chair); Topalian does not serve on committees; all members independent; Koellner designated audit committee financial expert .
- Meetings & attendance: Board met 5 times in 2024; each director attended ≥75% of meetings of the Board and committees on which they served; executive sessions of independent directors held around quarterly meetings .
- Director compensation: Employee directors (Topalian) receive no additional director fees; non-employee director cash retainers and $170,000 annual equity grant (deferred stock units) effective May/June 2024 .
- Governance safeguards: Majority vote resignation policy; proxy access; no poison pill; stock ownership guidelines for directors/executives; prohibition against hedging/short-selling/pledging .
Director Compensation (Topalian)
- As an employee director, Topalian does not receive board cash or equity compensation outside his executive pay .
Performance & Track Record (Selected)
- 2024 outcomes: $8.46 diluted EPS; ROE 9.8%; safest year in company history; increased quarterly dividend to $0.55; $2.74B returned via dividends and buybacks .
- Long-term returns: >$12B returned to stockholders and >$16B invested in growth over past five years; EPS +10% and dividend +11% CAGR since 1999 .
Equity Ownership Details (Breakdown by Status)
| Category | Vested/Exercisable | Unvested/Unexercisable | Source |
|---|---|---|---|
| Options | 278,160 (exercisable, incl. 223,981 @ $42.46; 54,179 @ $110.74) | 99,723 (38,656 @ $130.71 vest 6/1/2025; 35,268 @ $133.03 vest 6/1/2026; 25,799 @ $168.85 vest 6/1/2027) | |
| RSUs | — | 104,118 (scheduled vest per RSU table) | |
| Common shares | 91,634 (sole + shared) | — |
Employment Terms (Economics at Termination)
| Scenario (as of 12/31/2024) | Selected Illustrative Disclosures (Topalian) |
|---|---|
| Voluntary termination | Non-compete cash: $3,697,417; SERP: $10,483,200; Total: $14,180,617 |
| Retirement | Vesting of restricted stock: $12,151,612; Non-compete cash: $3,697,417; SERP: $10,483,200; Total: $26,332,229 |
| Change in control | Non-compete cash: $18,782,664; Equity acceleration: $12,151,612; LTIP pro-rata: $52,286; Benefits/perqs: $55,507; SERP: $10,483,200; Total: $41,525,269 |
Risk Indicators & Red Flags
- Equity acceleration on CIC is single-trigger for all unvested awards; while CIC cash multiples require termination, single-trigger equity can be viewed as shareholder-unfriendly; mitigation via strong lead director oversight and high at-risk pay mix .
- Hedging/pledging is prohibited, reducing misalignment risk; robust clawback aligns with regulatory standards .
- Related person disclosure: Topalian is married to the sister of EVP K. Rex Query’s wife; Board independence determinations exclude management and consider categorical standards; no material independence impairment disclosed .
- No excise tax gross-ups; non-compete program historically effective in retention; no severance .
Investment Implications
- Alignment: Heavy weighting to ROE and ROAIC relative performance, plus stringent stock ownership guidelines and prohibition on hedging/pledging, supports strong pay-for-performance alignment with shareholders .
- Retention vs. supply: Significant scheduled RSU vesting through 2027 and deep in-the-money legacy options could create periodic selling pressure; monitoring vest dates and blackout windows is prudent .
- Governance: Combined Chair/CEO structure mitigated by an empowered Lead Independent Director and fully independent committees; single-trigger equity acceleration at CIC is a governance caution but balanced by double-trigger cash and absence of tax gross-ups .
- Contract economics: Non-compete cash payments and SERP benefits are substantial, reinforcing retention but raising termination cost; investors should model CIC scenarios given disclosed multiples and accelerated vesting .
- Shareholder support: Strong say-on-pay (92%) and robust investor engagement indicate current design is broadly accepted, lowering near-term compensation-related governance risk .