Nadja Y. West
NUCORAbout Nadja Y. West
Nadja Y. West is an independent director of Nucor, age 64, serving since 2019; she is a retired U.S. Army Lieutenant General who was the 44th U.S. Army Surgeon General and Commanding General of the U.S. Army Medical Command (2015–2019), with prior service as Joint Staff Surgeon (2013–2015) and other command roles; she brings global operational leadership, government relations, and human capital expertise to the board . She currently serves on Nucor’s Audit, Compensation and Executive Development, and Governance and Nominating committees and is designated as independent under NYSE/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army | 44th U.S. Army Surgeon General; Commanding General, U.S. Army Medical Command | 2015–2019 | Senior leadership of global medical operations; strategic oversight of military health systems |
| Joint Staff, Chairman of the Joint Chiefs of Staff | Joint Staff Surgeon (chief medical advisor to the Chairman) | 2013–2015 | High-level risk, readiness, and policy advisory functions |
| Europe Regional Medical Command | Commanding General | Not disclosed | Regional command leadership in military healthcare |
| Womack Army Medical Center (Fort Bragg) | Commander | Not disclosed | Hospital leadership; operational execution |
| Department of Defense | Consultant to Suicide Prevention and Response Independent Review Committee | Recent (not dated) | Governance and policy consulting on critical human capital risk |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Tempus AI, Inc. | Director | 2021 (company public since 2024) | Health/AI analytics; public listing in 2024 broadens exposure to regulated tech-health markets |
| Johnson & Johnson | Director | 2020 | Global healthcare products; large-cap governance experience |
| Tenet Healthcare Corporation | Director | 2019 | Hospital/healthcare services; oversight of complex operations and compliance |
Board Governance
- Committee assignments: Audit; Compensation and Executive Development; Governance and Nominating; no chair roles; all three committees are fully independent .
- Independence: Board affirmatively determined General West is independent under NYSE/SEC rules; overboarding policy allows up to three other public boards in addition to Nucor and all directors are compliant .
- Attendance/engagement: Board held 5 meetings in 2024; each incumbent director attended ≥75% of Board and relevant committee meetings; all eight directors attended the 2024 annual meeting; executive sessions occur before/after quarterly meetings led by the Lead Director .
- Committee workload: 2024 meetings—Audit (7), Compensation and Executive Development (4), Governance and Nominating (4) .
- Governance practices: Majority vote resignation policy, proxy access, prohibition on hedging/short-selling/pledging for directors and officers, and robust clawback for executive incentive compensation; stock ownership guidelines for non-employee directors .
- Board leadership: Combined Chair/CEO with strong Lead Independent Director responsibilities and 100% independent committee chairs; board believes structure balances oversight and execution .
Fixed Compensation
| Component | Amount | Basis/Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $140,000 | Increased by $5,000 effective May 2024 (per Pearl Meyer benchmarking) |
| Additional cash for chair roles | Audit Chair $25,000; Comp & Exec Dev Chair $20,000; Governance Chair $20,000 | West is not a chair; no additional chair fees apply |
| 2024 cash fees actually paid (West) | $138,750 | Reflects timing of retainer increase effective May 2024 |
Performance Compensation
| Equity Element | Grant Date | Grant Value | Mechanics |
|---|---|---|---|
| Annual director stock award (deferred stock units elected) | Jun 1, 2024 | $170,000 (1,006 units at $168.85 close on May 31, 2024) | Fully vested on grant; payable in shares after board service ends; all directors except Ms. Clayton elected DSUs in 2024 (includes West) |
- No performance metrics are used for director compensation (equity grants are fixed-value awards converted at grant-date price) .
Other Directorships & Interlocks
| External Board | Potential Interlock/Exposure to NUE | Notes |
|---|---|---|
| Tempus AI, Inc. | None disclosed | Sector exposure in healthcare AI; no related-party transactions with Nucor disclosed |
| Johnson & Johnson | None disclosed | Healthcare products; no disclosed transactions with Nucor |
| Tenet Healthcare | None disclosed | Healthcare services; no disclosed transactions with Nucor |
Expertise & Qualifications
- Global operational leadership and executive command experience at the most senior levels of the U.S. Armed Forces; expertise in government relations and human capital management .
- Skills matrix highlights broad board skills across finance/capital allocation, growth strategy, talent development, global business, risk management/controls, and technology; diverse background (female; African American/Black) contributing to board diversity .
Equity Ownership
| Metric | Value | As-of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares/units) | 8,394 | Feb 28, 2025 | All in vested deferred stock units; payable after service ends |
| Percent of shares outstanding | <1% | Feb 28, 2025 | Based on 230,540,060 shares outstanding |
| Vested deferred stock units (number; value) | 8,394 units; $979,664 | Dec 31, 2024 | Valued at $116.71 close |
| Director stock ownership guideline | 4,000 shares/units | 2024 policy | Reduced from 7,000 to 4,000 in 2024; deferred units count toward compliance |
| Compliance status | In compliance (or within first five-year window) | Dec 31, 2024 | Company states all non-employee directors are compliant/in-window |
| Hedging/pledging | Prohibited by Trading Policy | Policy-level | Applies to directors and certain employees |
Governance Assessment
- Strengths: Independent director on all three key committees; meets attendance expectations; holds >2x the director ownership guideline via deferred stock units; subject to strict anti-hedging/pledging policy; no related-person transactions involving West disclosed; board uses majority vote policy, proxy access, and conducts regular executive sessions led by an independent Lead Director .
- Signals of alignment: Fixed-value annual equity awards with deferred delivery until board service ends; clear ownership guidelines and compliance; independent compensation consultant (Pearl Meyer) advising on director compensation benchmarking leading to modest 2024 increases .
- Watch items: West serves on three other public company boards in addition to Nucor (maximum permitted under NUE policy); while the board confirms compliance with overboarding limits, the aggregate commitments merit ongoing monitoring for time constraints in peak periods (still policy-compliant) .
- Shareholder sentiment context: 92% say-on-pay approval at 2024 meeting, and sustained engagement and outreach; reflects broader investor confidence in governance and compensation programs, though focused on executive pay .