Bradley Seaman
STEEL DYNAMICSAbout Bradley S. Seaman
Independent director of Steel Dynamics, Inc. since 2013; age 65. He is Managing Partner at Parallel49 Equity (successor to Tricor Pacific Capital) and previously held senior roles at GE Plastics and GE Capital. Education: BS in Business Administration (Bowling Green State University, 1982) and MBA (University of Dallas, 1986) . Board tenure shown as 11 years on STLD’s matrix; independence affirmed by the Board for 2024–2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parallel49 Equity (Tricor Pacific Capital) | Managing Partner; previously Managing Director leading U.S. ops | 1999–present | Leads firm operations, strategy, funding, investments |
| General Electric (GE Plastics; GE Capital) | Increasingly responsible positions; led deal origination/structuring at GE Capital | 1984–1999 | Led equity investment in Steel Dynamics start‑up |
| CPI Card Group, Inc. | Chairman of the Board | 2007–2023 | Oversight of public company governance (former role) |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| CPI Card Group, Inc. | Chairman | Prior (ended 2023) | No current public company boards; “Outside Public Company Directorships: None” |
| Parallel49 Equity | Managing Partner | Current | Private equity firm investing in lower middle market U.S./Canada |
Board Governance
- Independence: Designated independent director; Board and all committees comprised of independent members; independence reaffirmed for nominees at 2025 annual meeting .
- Roles: Chair, Corporate Governance & Nominating Committee (CGNC); member, Compensation Committee (2025). In 2024 he was CGNC Chair and Audit Committee member .
- Committee activity:
- CGNC: 4 meetings (2024), oversight of governance, board composition, diversity, and decarbonization performance .
- Compensation: 5 meetings (2024–2025), oversight of executive pay policies, independence of consultants (Pearl Meyer), pay‑for‑performance .
- Audit: 8 meetings (2024), cybersecurity risk oversight, related‑party policy; Seaman was a member in 2024 (not listed in 2025) .
- Attendance: All directors attended ≥75% of Board and committee meetings (2024); Board held seven meetings and eight in 2023; annual meeting attendance was full in 2023 and all but one director in 2024 .
- Lead Independent Director: Kenneth W. Cornew (since 2023) .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual Board Cash Retainer ($) | $135,000 | $135,000 | Standard non‑employee director retainer |
| Committee Chair Cash Fee – CGNC ($) | $20,000 | $20,000 | CGNC chair fee |
| Lead Independent Director Premium ($) | — | — | Not applicable to Seaman |
| Meeting Fees | None disclosed | None disclosed | No per‑meeting fees |
| Seaman Cash Earned ($) | $150,000 | $155,000 | Sum of base + chair fee |
| Annual DSU Equity Award (Grant‑date fair value, $) | $165,052 | $165,062 | Vests in full on grant date; settlement deferred one‑for‑one in shares |
| Seaman Total ($) | $315,052 | $320,062 | Cash + DSU grant |
- Equity Ownership Policy for Directors: Must hold ≥5x cash retainer ($675,000) within five years; Board reviews annually and expects compliance from all .
Performance Compensation
| Item | Status | Detail |
|---|---|---|
| Performance metrics linked to director pay | None disclosed | Director pay is retainer + DSUs; DSUs vest immediately at grant with deferred settlement; no options/PSUs or performance hurdles for directors |
| Hedging/Pledging policy | Prohibited | Directors/NEOs prohibited from hedging/short‑selling; pledging severely limited and requires Audit Committee pre‑approval; no hedged/pledged shares reported |
Other Directorships & Interlocks
| Item | Status | Detail |
|---|---|---|
| Current public boards | None | STLD proxy shows no current outside public company directorships |
| Prior public boards | CPI Card Group (Chairman) | 2007–2023 |
| Compensation Committee interlocks | None | STLD reports no interlocks or insider participation in 2024 and 2023 |
| Related‑party transactions | None involving Seaman | 2024–2025 related‑party disclosures involve other individuals; Audit Committee oversees Item 404 review |
Expertise & Qualifications
- Private equity leadership, strategic initiatives, and M&A; deep governance and regulatory knowledge from public company oversight .
- Operating/financial experience from GE Capital and GE Plastics; helped lead GE’s equity investment in STLD’s start‑up .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As‑of Date |
|---|---|---|---|
| Bradley S. Seaman | 46,631 | 0.0% | March 18, 2024 |
| Bradley S. Seaman | 48,500 | 0.0% | March 6, 2025 |
| Directors & Executive Officers (group) | 9,616,644 (2024); 9,499,196 (2025) | 6.1% (2024); 6.3% (2025) | Group holdings |
- Director ownership guideline: ≥$675,000 in STLD common stock; Board believes directors have satisfied or will satisfy requirements within five years .
Insider Trades (Form 4 – highlights)
| Filing Date | Transaction Date | Type | Notes |
|---|---|---|---|
| Apr 14, 2025 | Mar 14, 2025 | Stock Award (Grant) | DSU/equity award as director |
| Jun 3, 2025 | Jun 1, 2025 | Acquisition (Non‑Open Market) | DSUs credited; Form 4 index shows multiple director filings |
| Jul 14, 2025 | Jul 11, 2025 | Acquisition (Non‑Open Market) | Additional DSUs; SEC archive PDF references DSU credit |
| Oct 14, 2025 | Oct 10, 2025 | Form 4 filed | Statement of changes in beneficial ownership (director) |
| Nov 7, 2023 | Nov 7, 2023 | Sale (Open Market) | 4,717 shares sold; ~$517,549 proceeds (third‑party tracker) |
Note: Third‑party trackers aggregate Form 4s; for definitive details, use the SEC archive links referenced by MarketBeat and SECdatabase .
Governance Assessment
- Board effectiveness: Seaman chairs CGNC, which drives board refreshment, director diversity inclusion in searches, and ESG oversight (including decarbonization targets and renewable power initiatives). Active committee schedule (CGNC 4x; Compensation 5x; Audit 8x) and Board executive sessions support independent oversight .
- Independence & attendance: Independence affirmed; attendance ≥75% of meetings; strong participation record supports engagement .
- Pay alignment: Director pay mix is balanced (cash retainer + DSUs); director stock ownership guidelines (5x retainer) and hedging/pledging prohibitions strengthen alignment; no options or performance‑linked equity for directors mitigates risk of misaligned incentives .
- Compensation governance: As a Compensation Committee member, Seaman participates in a program with objective, formulaic metrics, independent consultant (Pearl Meyer), clawback policy for executives, and no excise tax gross‑ups; say‑on‑pay supported by 92% shareholder approval in 2024 and 2023, signaling investor confidence in pay‑for‑performance .
- Conflicts/related parties: No related‑party issues disclosed for Seaman; Audit Committee policies and Item 404 reviews in place; overall low conflict risk profile .
- RED FLAGS: None observed specific to Seaman. Watch items: director equity awards vest immediately (no performance hurdles), though mitigated by robust ownership policy and prohibition on hedging/pledging .