Norma B. Clayton
NUCORAbout Norma B. Clayton
Independent director at Nucor since 2021; age 66 with 4 years of board tenure. Former Boeing vice president with deep operating, supply chain, quality/lean, and human capital leadership across aerospace and prior roles at GE, GM, Lockheed Martin and RCA. Current public directorship: The Goodyear Tire & Rubber Company (since 2022). Committee assignments at Nucor: Audit; Compensation and Executive Development; Governance and Nominating. Determined independent by the Board in February 2025.
Past Roles
| Organization | Role | Tenure / Dates | Committees / Impact |
|---|---|---|---|
| The Boeing Company | Vice President, Learning, Training & Development | Jul 2007 – Mar 2016 | Senior enterprise human capital leader for learning/training; capped 21-year Boeing career. |
| The Boeing Company | Led Global Sourcing Initiative | Jul 2006 – Jul 2007 | Drove growth/productivity in Boeing’s global supply chain. |
| Boeing Defense, Space & Security | VP, Supplier Management & Procurement | Aug 2004 – Jun 2006 | Leadership in supplier management/procurement. |
| Boeing Defense, Space & Security | VP & GM, Maintenance & Modification Centers | Apr 2002 – Jul 2004 | General management of MRO centers. |
| Boeing Defense, Space & Security | VP, Quality & Lean Manufacturing | Jun 1998 – Apr 2002 | Enterprise quality/lean leadership. |
| The Boeing Company | Joined Boeing | Feb 1995 – | Various leadership roles. |
| General Electric; General Motors; Lockheed Martin; RCA | Leadership positions (pre‑Boeing) | Not disclosed | Early career operating/engineering leadership. |
External Roles
| Organization | Role | Tenure / Dates | Notes |
|---|---|---|---|
| The Goodyear Tire & Rubber Company | Director (public) | Since 2022 | Current public company board. |
| Tuskegee University | Chair, Board of Trustees | Since 2009 | Non‑profit/academic governance leadership. |
Board Governance
- Independence: Board determined Ms. Clayton is independent; all members of the Audit, Compensation & Executive Development, and Governance & Nominating Committees are independent.
- Committee assignments: Audit; Compensation & Executive Development; Governance & Nominating. No chair roles.
- Board leadership: Combined Chair/CEO at Nucor with a strong Lead Independent Director (Christopher J. Kearney) and fully independent committee chairs.
- Meetings and attendance: Board held 5 meetings in 2024; each incumbent director attended at least 75% of aggregate Board and applicable committee meetings. Independent directors meet in executive session around each quarterly Board meeting, presided over by the Lead Director.
- Annual meeting: All eight directors in office participated in the 2024 annual meeting (held virtually).
- Overboarding guardrails: Nucor policy limits directors to service on no more than three public company boards (in addition to Nucor); all directors in compliance.
- Hedging/pledging prohibited for directors; trading policy publicly posted.
Fixed Compensation (Non‑Employee Director)
| Component | Policy / Amount | 2024 Actual for Clayton |
|---|---|---|
| Annual cash retainer | $140,000 (increased by $5,000 effective May 2024) | $138,750 cash fees |
| Lead Director additional retainer | $40,000 | N/A (not applicable) |
| Audit Committee Chair fee | $25,000 | N/A (not applicable) |
| Comp & Exec Dev Committee Chair fee | $20,000 | N/A (not applicable) |
| Governance & Nominating Chair fee | $20,000 (increased by $5,000 effective May 2024) | N/A (not applicable) |
Notes: Director compensation benchmarking by Pearl Meyer indicated Nucor’s average total director pay was below median; Board increased the annual cash retainer and equity grant values by $5,000 to align closer to peers.
Performance Compensation (Director Equity; no performance conditions)
| Grant Type | Grant Date | Shares/Units | Grant Date Price | Grant Date Fair Value | Vesting/Notes |
|---|---|---|---|---|---|
| Annual equity retainer (shares, not DSUs) | Jun 1, 2024 | 1,006 | $168.85 | $170,000 | Fully vested on grant; Ms. Clayton elected shares rather than deferred stock units; other directors elected DSUs. |
Directors do not receive annual or long-term performance incentive plans, stock options, or cash bonuses. Equity is structured as an annual retainer grant (shares or DSUs at director’s election).
Other Directorships & Interlocks
| Company | Role | Since | Interlock/Notes |
|---|---|---|---|
| The Goodyear Tire & Rubber Company | Director | 2022 | Nucor director Laurette T. Koellner also serves on Goodyear’s board (since 2015), creating a board interlock external to Nucor. |
- Potential implications: Interlocks can facilitate information flow/network reach but warrant monitoring for time commitments and independence; Nucor’s overboarding policy (≤3 public boards) mitigates workload risk.
Expertise & Qualifications
- Board/industry skills: Manufacturing/operations; finance/capital allocation; business development and growth strategy; talent development and succession; global business; risk management & controls; technology.
- Nucor-stated qualifications: Extensive experience in business management, manufacturing operations, technology and innovation leadership, human resources and international business.
Equity Ownership
| As of Date | Shares Beneficially Owned | Ownership % of Outstanding | Vested Deferred Stock Units Outstanding | Notes |
|---|---|---|---|---|
| Feb 28, 2025 | 3,517 (sole voting/investment power) | <1% | — | Directors must own 4,000 shares (including DSUs) within five years; as of Dec 31, 2024 all non‑employee directors were in compliance or within their five-year window. Hedging and pledging are prohibited. |
Governance Assessment
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Strengths
- Independent director serving on all three key committees (Audit; Compensation & Executive Development; Governance & Nominating), signaling active oversight and broad engagement.
- Board confirms independence; all applicable committees fully independent; Audit members financially literate.
- Solid attendance culture (≥75%) and executive sessions each quarter led by the Lead Independent Director.
- Prudent trading/ownership policies (no hedging/pledging) and meaningful director ownership guideline (4,000 shares within five years).
- Director pay below peer median with modest, transparent adjustments following independent benchmarking (no meeting fees, simple cash+equity structure).
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Watch items
- External board interlock at Goodyear with another Nucor director (Koellner). Not inherently a conflict, but relevant to time/independence monitoring; remains within Nucor’s overboarding limits.
- Beneficial ownership of 3,517 shares as of Feb 28, 2025; guideline is 4,000 within five years and company discloses all non‑employee directors were compliant or within the five‑year phase‑in as of Dec 31, 2024. Continued tracking toward/at guideline supports alignment.
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No red flags disclosed
- No related‑party transactions involving Ms. Clayton were reported; related‑party transactions policy overseen by the Governance & Nominating Committee.
- No hedging/pledging; no director stock options; no tax gross‑ups referenced for director compensation.
Overall signal: Independent and broadly engaged director with deep operating and supply chain expertise, active across all core committees, straightforward pay and ownership alignment structures, and no disclosed conflicts or attendance issues.