Nicholas C. Gangestad
NUCORAbout Nicholas C. Gangestad
Independent director of Nucor Corporation since 2023; age 60. Former Senior Vice President and Chief Financial Officer at Rockwell Automation (Mar 2021–Sep 2024) and prior senior finance roles at 3M. Serves on Nucor’s Audit, Compensation and Executive Development, and Governance and Nominating Committees; current public company directorship at Genpact Limited (since 2024). Beneficial ownership: 2,006 shares/units (1,000 common shares plus 1,006 vested deferred stock units), less than 1% of outstanding shares .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockwell Automation, Inc. | Senior Vice President & Chief Financial Officer | Mar 2021 – Sep 2024 | Finance leadership, compliance, financial planning, treasury, tax |
| 3M Company | Senior Vice President & Chief Financial Officer | 2014 – 2020 | Global finance leadership |
| 3M Company | Vice President, Controller & Chief Accounting Officer | 2011 – 2014 | Accounting oversight, controls |
| 3M Company | Director of Corporate Accounting | 2007 – 2011 | Corporate accounting leadership |
| 3M Company | Vice President, Finance & Information Technology | 2003 – 2007 | Finance and IT integration |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genpact Limited | Independent Director | Since 2024 | Committee assignments not disclosed in NUE proxy |
Board Governance
- Committee assignments: Audit; Compensation & Executive Development; Governance & Nominating; not a committee chair .
- Independence: Board determined he is independent under NYSE and SEC rules; Board noted Nucor purchased Rockwell Automation goods/services in 2024 in an amount less than 0.5% of Rockwell’s consolidated gross revenues; independence confirmed for all committee memberships .
- Board activity and attendance: Board met 5 times in 2024; each incumbent director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Committee meeting cadence (2024): Audit 7; Compensation & Executive Development 4; Governance & Nominating 4 .
- Lead Independent Director: Christopher J. Kearney; chairs executive sessions of independent directors .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member | 7 |
| Compensation & Executive Development | Member | 4 |
| Governance & Nominating | Member | 4 |
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Cash fees earned (2024) | $138,750 | Actual cash compensation for 2024 |
| Board annual cash retainer (policy) | $140,000 | Increased by $5,000 effective May 2024; applies to non-employee directors |
| Additional chair retainers | N/A | Not a chair; chair fees: Audit $25,000; Compensation $20,000; Governance $20,000 |
| Lead Director retainer | N/A | $40,000 applies to Lead Director (not Gangestad) |
| Meeting fees | Not disclosed | No per-meeting fees disclosed |
Performance Compensation
| Metric | Grant Date | Units/Shares | Dollar Value | Vesting/Terms |
|---|---|---|---|---|
| Annual director equity award (deferred stock units) | Jun 1, 2024 | 1,006 units | $170,000 | Fully vested at grant; payable in shares only after termination of Board service; grant valued at $168.85 per share |
| Vested deferred stock units outstanding (12/31/2024) | — | 1,006 units | $117,410 | Valued at $116.71 per share on 12/31/2024 |
- Directors may elect deferred stock units (DSUs); all directors except Ms. Clayton elected DSUs in 2024; DSUs are fully vested at grant but settle post-service .
- No performance-linked metrics apply to director compensation; director equity awards are time-based/DSUs .
Other Directorships & Interlocks
| Company | Relationship | Overlap/Transaction | Governance considerations |
|---|---|---|---|
| Genpact Limited | Current independent director | Since 2024 | Adds global operations and technology services perspective |
| Rockwell Automation, Inc. | Prior employer (SVP & CFO) | Nucor purchased goods/services in 2024 from Rockwell; <0.5% of Rockwell’s consolidated gross revenues | Board reviewed and affirmed independence; transaction below categorical thresholds; monitored by Governance & Nominating Committee |
Expertise & Qualifications
- Three decades in corporate finance: compliance, planning, treasury, tax; senior leadership at Rockwell and 3M .
- Skills matrix highlights: Finance/Capital Allocation; Manufacturing/Operations; Business Development/Growth; Talent Development & Succession; Global Business; Sustainability; Risk Management & Controls; Technology; Public Company Governance .
Equity Ownership
| Component | Amount | Percent of Class | Notes |
|---|---|---|---|
| Common shares (sole power) | 1,000 | <1% | As of 2/28/2025 |
| Vested deferred stock units | 1,006 | — | As of 12/31/2024; market value $117,410 at $116.71/share |
| Total beneficial ownership | 2,006 | <1% | Includes DSUs counted as beneficial within 60 days; based on 230,540,060 shares outstanding |
- Director stock ownership guidelines: reduced from 7,000 to 4,000 shares in 2024; directors must meet within five years; all non-employee directors were compliant or within the five-year window as of 12/31/2024 .
- Hedging, short selling, and pledging of Nucor stock prohibited by Trading Policy .
Governance Assessment
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Board effectiveness: Active membership across all three key committees provides comprehensive oversight (financial reporting, compensation risk, governance/ESG). Audit Committee designated financial expert; all members financially literate .
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Independence and conflicts: Prior CFO role at Rockwell noted; 2024 Nucor–Rockwell transactions were minimal (<0.5% of Rockwell revenue) and did not impair independence per Board determination; related-person transactions are overseen under formal policy by Governance & Nominating Committee .
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Engagement and attendance: Board met 5 times; incumbent directors met ≥75% attendance; all directors attended the 2024 annual meeting; independent directors held executive sessions each quarterly meeting .
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Ownership alignment: Holds DSUs and common shares, with robust director ownership guidelines (4,000 shares) and prohibition on hedging/pledging; DSUs settle only after service ends, reinforcing long-term alignment .
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Compensation structure: 2024 director pay modestly increased to align with peer median; mix is cash retainer plus annual equity (DSUs), no performance-linked metrics for directors, limiting pay-for-performance signaling at board level but consistent with market practice .
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Say-on-pay context: Shareholders approved NEO pay at ~92% in 2024, indicating broader investor support for Nucor’s compensation governance framework .
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RED FLAGS
- None identified specific to Gangestad. Watch item: prior CFO of Rockwell Automation with ordinary-course transactions reviewed by the Board; independence affirmed and exposure immaterial by categorical standards .