Barry Schneider
STEEL DYNAMICSAbout Barry Schneider
Barry T. Schneider (56) is President and Chief Operating Officer of Steel Dynamics, Inc. (STLD) since March 2023, overseeing the steel, steel fabrication, and metals recycling platforms . He holds a B.S. in Mechanical Engineering and an M.S. in Engineering Management from Rose-Hulman Institute of Technology, plus an Executive Certificate in Technology, Operations, and Value Chain Management from MIT Sloan; he is a past president of the Association for Iron & Steel Technology (AIST) . Under his operating leadership, STLD reported 2024 net sales of $17.5B, operating income of $1.9B, net income of $1.5B, and a three‑year after‑tax ROIC of 23%; company TSR implied a $371 value for a $100 investment vs $249 for the steel peer index in 2024, reflecting strong relative performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Steel Dynamics | Senior Vice President, Flat Roll Steel Group | 2016–Feb 2023 | Led three flat roll mills and processing/coating operations, scaling flat roll capabilities . |
| Steel Dynamics | Operations/leadership roles (Engineered Bar Products Division; Butler Flat Roll Division) | Not disclosed | Built operational depth; part of the team that constructed STLD’s first Butler, IN mill in 1994 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Association for Iron & Steel Technology (AIST) | Past President | Not disclosed | Industry leadership and network influence . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 885,000 | 89,190 | Includes personal plane usage of $18,725, plus profit-sharing and 401(k) matching contributions . |
| 2023 | 810,000 | 99,329 | Includes profit-sharing and matching contributions . |
| 2022 | 610,000 | 148,800 | Includes profit-sharing and matching contributions . |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Outcome
| Metric | Weighting | Target | Actual 2024 Payout | Payout Form | Vesting |
|---|---|---|---|---|---|
| Corporate Bonus Pool (Adjusted Net Income over 10% ROE threshold; pool = 5.5% of Adjusted Net Income) | 100% | 175% of base salary | 350% of base salary (maximum) | Cash (elected) | N/A (cash election); if stock, 1/3 at grant, remaining 2/3 over 2 years . |
| Divisional ROA Component | 0% | N/A | N/A | N/A | N/A |
– Key AIP mechanics: Corporate pool funded only after shareholders receive a minimum 10% ROE; Adjusted Net Income excludes extraordinary items and certain start-up/refinancing effects .
– Schneider, classified as a Corporate Executive Officer, earned the maximum 350% due to strong company performance; he elected cash for the portion normally eligible as restricted stock, reducing near‑term selling pressure .
Long‑Term Incentive Plan (LTIP) – 2024 Grant and Performance Design
| Item | Details |
|---|---|
| Comparator group | Cleveland‑Cliffs, Commercial Metals, Nucor, Metallus, U.S. Steel . |
| Performance measures & weights | Revenue growth (25%), Operating margin (25%), CFO as % of revenue (25%), After‑tax ROIC (25%) . |
| Payout grid | Rank 1–2: 100% of max; Rank 3: 60%; Rank 4: 40%; Rank 5–6: 0% (by metric) . |
| 2024 grant (target) | 13,025 shares; grant date fair value $1,548,750 . |
| 2024 grant (max) | 26,050 shares; max value $3,097,500 . |
| Vesting | Earned shares vest upon determination after the 3‑year period (expected mid‑March 2027) . |
Historical LTIP realization: For the 2022–2024 cycle, STLD achieved 100% of maximum across the four measures versus peers; Schneider earned 29,679 shares on that cycle (determined March 2025) .
Restricted Stock Units (RSUs) – 2024 Grants and Vesting
| Grant Date | Award Type | Units | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 02/22/2024 | RSU (leadership program) | 9,120 | 1,069,594 | 1/3 after 2 years, 1/3 after 3 years, 1/3 after 4 years . |
| 11/21/2024 | RSU (companywide program) | 604 | 84,868 | 2‑year time‑based vesting . |
2024 realized equity/cash: Schneider exercised 1,284 SARs (value $128,259) and had 41,349 shares vest (value $5,052,591), indicating meaningful equity realization while retaining substantial unvested equity and performance‑based awards .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
- Beneficial ownership: 213,049 shares (0.1% of shares outstanding) as of March 6, 2025 .
- Stock ownership guideline: President must hold ≥4x base salary; STLD reports all NEOs met their specific requirement as of Dec 31, 2024; management also notes CEO at 223x and other NEOs averaging 28x base salary .
- Hedging/pledging: Prohibited; strict limitations require pre‑approval; no directors or executive officers have hedged or pledged company shares .
Unvested Awards and Vesting Cadence (as of 12/31/2024; market price $114.07)
| Grant Date | Type | Unvested Units | Market Value ($) | Remaining Vesting |
|---|---|---|---|---|
| 02/25/2021 | RSUs | 1,503 | 171,447 | 2 months . |
| 02/24/2022 | RSUs | 7,484 | 853,700 | 1/2 in 2 months; 1/2 in 1 year . |
| 02/22/2023 | RSUs | 8,826 | 1,006,782 | 1/3 in 2 months; 1/3 in 1 year; 1/3 in 2 years . |
| 11/21/2023 | RSUs | 778 | 88,746 | 1 year . |
| 02/22/2024 | RSUs | 9,120 | 1,040,318 | 1/3 in 1 year; 1/3 in 2 years; 1/3 in 3 years . |
| 11/21/2024 | RSUs | 604 | 68,898 | 2 years . |
| 02/22/2024 | LTIP (target) | 13,025 | 1,485,762 | Performance cycle ends 12/31/2026; vests after determination (~Mar 2027) . |
Stock ownership policy compliance and prohibition on hedging/pledging support strong alignment and lower governance risk .
Employment Terms
- Role start: President & COO since March 2023 .
- Contract structure: No written employment agreement; an informal policy presumes a rolling two‑calendar‑year term at current base salary unless non‑renewal notice is given by Oct 1; remaining guaranteed term ranges 15–27 months depending on timing .
- Change‑in‑Control (CIC) protection: Double‑trigger; Tier Two executives (includes Schneider) receive 1.5x base salary plus 1.5x the greater of target bonus or average actual bonus for prior two years; full acceleration of unvested equity; up to 24 months of benefits continuation under COBRA .
- Potential payments (illustrative as of 12/31/2024):
- Termination without cause/for good reason: Lump sum $1,770,000 .
- CIC termination: Lump sum $5,738,750; equity acceleration $6,498,568; health benefits $37,018 .
- Clawback: Dodd‑Frank‑compliant recoupment of incentive comp for restatements (Big R and little r) over 3 prior fiscal years .
- Tax gross‑ups: None for excise taxes .
- Insider trading: Strict policy; hedging prohibited; pledging severely limited and effectively discouraged .
Investment Implications
- Pay‑for‑performance alignment: AIP ties payouts to corporate ROE thresholds and Adjusted Net Income; LTIP is fully relative vs key steel peers on growth, margin, cash conversion, and ROIC—strengthens alignment with through‑cycle value creation .
- Retention risk: Multi‑year RSU ladders through 2027 and three‑year LTIP cycles provide strong retention hooks; double‑trigger CIC benefits are market‑standard and not excessive (1.5x cash multiple), moderating turnover risk in strategic transitions .
- Insider selling pressure: Significant vesting cadence exists (RSUs and LTIP), but 2024 AIP equity‑eligible portion was taken in cash, reducing near‑term forced share sales; vesting diversification over multiple dates tempers supply shocks .
- Governance and risk signals: No hedging/pledging, robust clawback, no excise tax gross‑ups, and 92% say‑on‑pay support indicate sound governance. Compensation benchmarking uses a relevant industrial peer group and emphasizes at‑risk pay (Schneider’s 2024 total comp: $6.77M; stock awards and incentives dominate) .
- Execution track record: 2022–2024 LTIP paid at 100% of maximum, reflecting top‑tier relative performance; combined with 2024 financials and TSR outperformance, compensation outcomes appear justified and supportive of investor confidence in operational leadership .