Patrick J. Dempsey
NUCORAbout Patrick J. Dempsey
Patrick J. Dempsey, age 60, has served as an independent director of Nucor since 2016 and currently chairs the Compensation and Executive Development Committee, while also serving on the Audit and Governance & Nominating Committees . He is the retired President and CEO of Barnes Group Inc. (2013–2022) and briefly served as Executive Vice Chairman (July–October 2022), bringing deep experience in manufacturing operations, technology leadership, corporate strategy, and international business development . The Board affirmatively determined Dempsey is independent under NYSE and SEC rules . The Board met five times in 2024, and all incumbent directors met the 75% attendance threshold; all eight directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barnes Group Inc. | President & CEO | 2013–2022 | Led global engineered products and industrial technologies; strategic and operational oversight |
| Barnes Group Inc. | Executive Vice Chairman | Jul–Oct 2022 | Senior leadership transition role |
| Barnes Group Inc. | Senior VP & COO | 2012–2013 | Enterprise operations leadership |
| Barnes Group Inc. | Various (President, Windsor Airmotive; Barnes Aerospace; Barnes Distribution; Logistics & Manufacturing Services; VP, Barnes Group) | 2000–2012 | P&L and segment leadership across aerospace, distribution, logistics |
| United Technologies (Pratt & Whitney); Interturbine Group | Leadership positions | Pre-2000 | Aerospace operations/leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barnes Group Inc. | Director (former public co. directorship) | 2013–2022 | Board service; governance oversight |
| Manufacturers Alliance | Past Chair, Executive Committee | N/A | Industry leadership; policy and best-practices forum |
No current public company directorships are listed for Dempsey in Nucor’s latest proxy .
Board Governance
- Committee assignments: Audit; Compensation & Executive Development (Chair); Governance & Nominating .
- Independence: Board determined Dempsey and all members of these committees are independent; Audit members meet Rule 10A-3 independence .
- Board/committee activity: Board held 5 meetings in 2024; Audit 7, Compensation 4, Governance 4 .
- Attendance: Each incumbent director attended 75%+ of aggregate Board and committee meetings; all directors attended 2024 annual meeting .
- Lead Independent Director: Christopher J. Kearney serves as Lead Director with robust responsibilities (executive sessions, agenda approval, stockholder liaison) .
- Election results (signal of support): At the May 9, 2024 annual meeting, Dempsey received 186,800,795 “for” vs 3,922,753 “withheld” votes; broker non-votes 23,566,873 .
- Trading policy: Prohibits insider trading, hedging, short selling, and pledging for directors and specified employees .
Fixed Compensation
Director compensation structure and Dempsey’s reported amounts:
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer (Director) | $135,000 | $140,000 (policy) |
| Chair Fee (Compensation Committee) | $20,000 | $20,000 |
| Cash Fees (Reported) | $147,800 | $158,750 |
| Meeting Fees | None disclosed | None disclosed |
Notes:
- In May 2024, Nucor increased the non-employee director cash retainer and Governance Chair fee by $5,000; the stock award value was also increased by $5,000 .
Performance Compensation
Director equity grants (fixed-value grants; not performance-based):
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Stock Award (Fair Value) | $165,000 | $170,000 |
| Units Granted (Deferred Stock Units) | 1,240 units (fully vested at grant) | 1,006 units (fully vested at grant) |
| Vesting/Payment Terms | Vested at grant; payable in shares after Board service | Vested at grant; payable in shares after Board service |
There are no disclosed performance metrics tied to director stock awards; grants are fixed-value with optional deferral into stock units .
Other Directorships & Interlocks
- Current public boards: None disclosed for Dempsey .
- Former public boards: Barnes Group Inc. (2013–2022) .
- Interlocks/related parties: No transactions disclosed involving Dempsey or his affiliates in the related-party section; 2024 related-person disclosures pertained to other executives’ family members and were approved per policy .
Expertise & Qualifications
- Manufacturing/operations, technology leadership, corporate strategy, global business; CEO leadership experience .
- Committee leadership: Chair of Compensation & Executive Development Committee overseeing executive pay, succession, clawback compliance, and director pay recommendations .
- Public company governance experience at Barnes Group; past industry leadership via Manufacturers Alliance .
Equity Ownership
Ownership and alignment:
| Metric | As of 12/31/2024 | As of 2/28/2025 |
|---|---|---|
| Vested Deferred Stock Units (count) | 16,016 units | N/A |
| Market Value of Vested Units | $1,869,227 (at $116.71 close) | N/A |
| Total Beneficial Ownership (incl. RSUs within 60 days) | N/A | 16,016 shares (underlying RSUs) |
| Ownership % of Class | N/A | <1% |
Ownership guidelines (non-employee directors):
- Requirement reduced in 2024 from 7,000 to 4,000 shares (including deferred units); all non-employee directors were compliant or within five-year window as of year-end 2024 .
- Hedging, short selling, and pledging are prohibited by policy .
Governance Assessment
-
Positive signals:
- Strong shareholder support in 2024 director election (186.8M “for” vs 3.9M “withheld”) .
- Independent status and multi-committee service (including chairing Compensation) support board effectiveness .
- Robust governance framework (Lead Director, executive sessions, clawback policy, trading policy) .
- Ownership alignment via director stock awards and compliance with updated ownership guidelines .
- Compensation consultant (Pearl Meyer) confirmed independent; no other services provided to Nucor .
-
Watch items:
- Continuous oversight of director compensation increases (cash and equity +$5k in 2024) relative to peers; remain below median per benchmarking, but monitor mix and trajectory .
- No disclosed related-party transactions involving Dempsey; maintain ongoing monitoring via Governance & Nominating Committee process .
Director Compensation Details (Dempsey)
| Component | 2023 | 2024 |
|---|---|---|
| Cash Fees | $147,800 | $158,750 |
| Stock Awards (Fair Value) | $165,000 | $170,000 |
| Total | $312,800 | $328,750 |
Insider Trades (Form 4)
- Insider-trades query returned no Form 4 transactions for “Patrick J. Dempsey” at NUE between Jan 1, 2023 and Nov 20, 2025 (no records found).
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay vote (for 2023 NEO compensation): 175,734,588 “for”, 14,053,948 “against”, 935,012 “abstain”, 23,566,873 broker non-votes .
- Nucor reports approximately 92% approval of 2023 NEO compensation at 2024 annual meeting (stockholders present or represented and entitled to vote) .