Stephen D. Laxton
NUCORAbout Stephen D. Laxton
Stephen D. Laxton is Nucor’s Chief Financial Officer, Treasurer and Executive Vice President, appointed March 6, 2022, after serving as Vice President of Business Development and Strategic Planning; he began his Nucor career in 2003 . Nucor’s pay-for-performance framework governs his incentives: annual AIP is driven by ROE and ROAIC vs a steel comparator group, while long-term incentives (LTIP) pay one-half cash and one-half restricted stock based on multi-year ROAIC relative rankings . Company performance during his tenure included strong 2023 results (diluted EPS $18.00; ROE 23%) and active capital returns, followed by normalized 2024 results (ROE 9.83%) with AIP payouts adjusting accordingly . Stockholders have historically supported the compensation program (approx. 95% say-on-pay in 2022; 92% in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nucor Corporation | Chief Financial Officer, Treasurer and Executive Vice President | Mar 6, 2022 – present | Led finance through multi-year LTIP cycles and variable AIP tied to ROE/ROAIC; continuity following CFO succession |
| Nucor Corporation | Vice President, Business Development & Strategic Planning | Prior to Mar 6, 2022 | Corporate strategy and growth planning; internal talent development approach |
| Nucor Corporation | Various roles since joining Nucor | 2003 – present | Long-tenured insider; aligns with Nucor’s promote-from-within culture |
External Roles
No external public-company directorships or roles were disclosed for Mr. Laxton in the cited proxy materials.
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 509,356 | 640,000 | 702,650 |
| Stock Awards (Grant-date FV) | 1,005,947 | 4,112,882 | 4,141,739 |
| Option Awards (Grant-date FV) | 250,000 | 250,000 | 250,000 |
| Non-Equity Incentive Plan (AIP) | 1,340,879 | 1,620,000 | 1,061,016 |
| All Other Compensation | 438,758 | 690,503 | 791,105 |
| Total Compensation | 3,544,940 | 7,313,385 | 6,946,510 |
| Base Salary (detail) | — | 2023 base: 640,000; +16.4% vs 2022 | 2024 base: 702,650; +9.8% vs 2023 |
| All Other Compensation – SERP + 401(k) | SERP 433,633; 401(k) 5,125 | SERP 684,878; 401(k) 5,625 | SERP 785,355; 401(k) 5,750 |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and Outcomes
- Structure: Other Executive Officers can earn up to 300% of base, weighted 75% ROE and 25% ROAIC vs steel peers; 2023 ROE thresholds: 4%/8.5%/17% for 20%/100%/225% payout; 2024 thresholds: 4.5%/9%/18% .
- Deferral: Executives may defer up to half of AIP into stock units and receive 25% additional units on the deferred portion; Mr. Laxton elected 10% deferrals in 2023 and 2024 .
| AIP Metric | 2023 | 2024 |
|---|---|---|
| ROE result | 22.87% | 9.83% |
| ROAIC rank vs Steel Comparator Group | 3rd | 3rd |
| AIP weighting | ROE 75%; ROAIC 25% | ROE 75%; ROAIC 25% |
| AIP payout (% of base, Other Execs) | 281.25% | 167.78% |
| Base Salary | 640,000 | 702,650 |
| AIP cash paid ($) | 1,620,000 | 1,061,016 |
| AIP deferred ($) | 180,000 (10%) | 117,891 (10%) |
| Total AIP ($) | 1,800,000 | 1,178,907 |
Long-Term Incentive Plan (LTIP) – Structure and Outcomes
- Design: LTIP pays one-half cash and one-half restricted stock; restricted stock vests one-third annually over three years or upon age 55, death or disability .
- 2022–2024 performance period: ROAIC of 55.59% ranked 2nd (steel) and 3rd (general industry), yielding 170% of target shares; Mr. Laxton earned 13,374 shares (half delivered in restricted stock, half paid in cash in March 2025) .
- Prior payouts: For the 2021–2023 period (paid Mar 10, 2024), Mr. Laxton received 10,536 shares and $1,833,854 cash ; for the 2019–2022 period (paid Mar 10, 2023), he received 6,766 shares and $891,844 cash .
| LTIP Metric | 2019–2022 (paid 3/10/2023) | 2021–2023 (paid 3/10/2024) | 2022–2024 (paid 3/2025) |
|---|---|---|---|
| ROAIC result & ranks | — | — | 55.59%; 2nd (steel), 3rd (general industry) |
| Performance award as % of target | — | — | 170% |
| Shares issued to Laxton (#) | 6,766 | 10,536 | 13,374 |
| Cash paid ($) | 891,844 | 1,833,854 | One-half of award; cash $ not itemized in proxy snippet |
RSUs and Stock Options – Grants and Vesting
- Time- and performance-based RSUs are granted annually around June 1; performance RSUs scale off prior-year ROE; CFO/COO time-based RSU target market value $300,000 effective June 1, 2023 and 2024 schedules .
- RSU vesting cadence for Laxton:
| RSUs Vesting | June 1, 2024 | June 1, 2025 | June 1, 2026 | Upon Retirement | Total |
|---|---|---|---|---|---|
| Units (#) | 8,936 | 8,417 | 7,016 | 5,316 | 29,685 |
| RSUs Vesting | June 1, 2025 | June 1, 2026 | June 1, 2027 | Upon Retirement | Total |
|---|---|---|---|---|---|
| Units (#) | 13,944 | 12,543 | 5,528 | 5,316 | 37,331 |
- Restricted stock from LTIP grants also vests one-third on each of the first three anniversaries; Laxton is under 55, so awards vest ratably until he attains age 55 .
- Stock options:
- 2022 grant: 5,522 options at $130.71; vest June 1, 2025; expire 5/31/2032 .
- 2023 grant: 5,038 options at $133.03; vest June 1, 2026; expire 5/31/2033 .
- 2024 grant: exercise price $168.85; options vest/exercisable June 1, 2027 (number not shown in excerpt) .
Equity Ownership & Alignment
- Beneficial ownership:
- 43,295 shares as of Feb 29, 2024; percent of class: “*” (less than 1%) .
- 49,811 shares as of Feb 28, 2025; percent of class: “*” (less than 1%) .
- Outstanding equity awards at FY 2023:
- RSUs not vested: 29,685 units; market value using 12/31/2023 close $5,166,377 .
- Performance RSUs unearned: 11,143 units; payout value $1,939,328 (12/31/2023 price) .
- Options unexercisable: 5,522 @ $130.71 (vest 6/1/2025); 5,038 @ $133.03 (vest 6/1/2026) .
- Ownership guidelines: CFO must hold at least 35,000 shares; executives have 5 years to comply; all Executive Officers were in compliance as of Dec 31, 2024 . Nucor prohibits hedging, short selling, and pledging company securities .
- AIP deferrals: Laxton deferred 10% of AIP in 2023 and 2024, receiving an additional 25% in stock units on his deferred amount, which are distributed at termination and accrue cash dividend equivalents .
| Ownership Snapshot | As of 2/29/2024 | As of 2/28/2025 |
|---|---|---|
| Shares owned | 43,295 | 49,811 |
| Percent of class | <1% (“*”) | <1% (“*”) |
| RSUs counted (vesting within 60 days) | 0 (none within 60 days) | 0 (none within 60 days) |
| Options counted (exercisable within 60 days) | 0 | 0 |
| Guideline (CFO) | ≥35,000 shares | ≥35,000 shares |
| Compliance status | In compliance | In compliance |
Employment Terms
- Severance: Executive Officers are not entitled to severance upon termination of employment .
- Change-in-control (CIC) economics:
- Non-compete cash if terminated within 24 months of CIC: CFO multiple 2.5× base + the greater of 150% of base or the 3-year average actual AIP; plus 30 months of medical, dental, life insurance continuation .
- AIP minimum in CIC year: no less than the greater of actual performance through CIC or 150% of base, prorated to termination date .
- LTIP: performance periods end and pay at the greater of actual or target on a prorated basis through CIC .
- Equity: all unvested RSUs, deferred shares, options vest upon CIC; no excise tax gross-ups, with “best net” 280G cutback if applicable .
- Clawback: SEC-compliant incentive compensation recovery policy; stock ownership and holding requirements enforced; no hedging/pledging .
- Post-termination payments (Dec 31, 2024 hypothetical):
- Voluntary termination total: $3,637,056 .
- Involuntary not for cause total: $4,589,082 .
- For cause termination total: $2,685,030 .
- Disability total: $11,448,577 .
- Death total: $10,620,165 .
- Change in control total: $15,705,308 .
| Scenario (12/31/2024) | Non-compete cash ($) | Vesting (restricted stock) ($) | Pro-rata LTIP ($) | SERP/Non-Qualified ($) | Benefits/perqs ($) | Total ($) |
|---|---|---|---|---|---|---|
| Voluntary Termination | 2,685,030 | — | — | 952,026 | — | 3,637,056 |
| Involuntary Not for Cause | 2,685,030 | — | — | 1,904,052 | — | 4,589,082 |
| For Cause | 2,685,030 | — | — | — | — | 2,685,030 |
| Disability | 1,285,264 | 7,267,109 | 992,152 | 1,904,052 | — | 11,448,577 |
| Death | — | 7,267,109 | 992,152 | 2,360,904 | — | 10,620,165 |
| Change in Control | 5,480,601 | 7,267,109 | 1,005,457 | 1,904,052 | 48,089 | 15,705,308 |
(For context, 12/31/2023 Laxton totals: CIC $17,856,541; Disability $13,911,280; Death $13,825,727, etc.)
Compensation Structure Analysis
- Year-over-year mix: 2023 stock awards rose materially ($4.11M vs $1.01M in 2022), while AIP remained high (reflecting 22.87% ROE and 3rd ROAIC rank); 2024 stock awards stayed elevated ($4.14M) but AIP fell with lower ROE (9.83%) .
- Options remain part of mix (Black-Scholes value and strike prices disclosed) but RSUs dominate, aligning retention and shareholder value with three-year vesting and retirement provisions .
- Governance safeguards: no severance, no excise tax gross-ups, no single-trigger CIC vesting; clawback; no hedging/pledging; robust stock ownership requirements (CFO ≥35,000 shares) .
Investment Implications
- Alignment: Laxton’s incentives are tightly linked to ROE and ROAIC, with significant long-term equity exposure and ownership above the CFO guideline, suggesting strong alignment with shareholder returns .
- Retention and selling pressure: Under-55 status leads to multi-year vesting of restricted stock and RSUs, creating ongoing retention hooks; upcoming RSU vesting tranches (e.g., 13,944 on June 1, 2025) may drive periodic liquidity but are structurally aligned with long-term performance .
- Pay cyclicality: AIP scaled down in 2024 with lower ROE, while LTIP paid 170% for the 2022–2024 period based on strong relative ROAIC—supporting the program’s cyclicality and team-based pay philosophy .
- Governance risk low: no pledging/hedging, no severance, and CIC protections use performance- and service-based mechanics with cutback provisions—limiting shareholder-unfriendly payouts .