Christopher Graham
STEEL DYNAMICSAbout Christopher Graham
Christopher A. Graham (60) is Senior Vice President, Flat Roll Steel Group at Steel Dynamics (STLD), a role he has held since October 2023 after leading the Long Products Steel Group since February 2019 and earlier serving as SVP, Downstream Manufacturing and President of New Millennium Building Systems; he joined the company in 1994, helping construct SDI’s first steel mill in Butler, IN . He holds a bachelor’s degree in business management (Western Governors University), an MBA (University of Saint Francis), and completed Harvard’s Advanced Management Program (2017) . Company performance context during his recent tenure: 2024 net sales $17.5B, operating income $1.9B, net income $1.5B , and 2023 revenue $18.8B, operating income $3.2B, net income $2.5B ; say‑on‑pay support remained strong at 92% in 2023 and 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Steel Dynamics | SVP, Flat Roll Steel Group | Oct 2023–present | Leads entire flat roll operations across three mills and downstream processing, coating, and distribution . |
| Steel Dynamics | SVP, Long Products Steel Group | Feb 2019–Oct 2023 | Led four long product steel mills plus downstream finishing and copper rod facility . |
| Steel Dynamics / New Millennium Building Systems | SVP, Downstream Manufacturing; President of NMBS | Prior to 2019 | Managed steel fabrication and downstream manufacturing operations . |
| Steel Dynamics | Early leadership/operations; Butler mill construction team | Since 1994 | Foundational contribution to SDI’s first mill; deep operational pedigree . |
External Roles
- None disclosed in proxy biography for Mr. Graham .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $570,000 | $615,000 | $670,000 |
| Target Annual Incentive (% of Salary) | 150% | 150% | 150% |
| All Other Compensation ($) | $148,800 | $99,329 | $70,243 |
2024 Summary Compensation Components:
| Component | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Salary | $570,000 | $615,000 | $670,000 |
| Stock Awards (RSUs + PSUs grant-date fair value) | $1,570,186 | $1,747,656 | $1,823,946 |
| Non-Equity Incentive Plan Compensation (Annual Plan) | $1,710,000 | $1,845,000 | $1,672,320 |
| All Other Compensation | $148,800 | $99,329 | $70,243 |
| Total | $3,998,986 | $4,306,985 | $4,236,509 |
Performance Compensation
Annual Incentive Plan (AIP) Structure and Outcomes
| Attribute | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target (% of Salary) | 150% | 150% | 150% |
| Weight – Corporate Bonus Pool | 40% | 40% | 40% |
| Weight – Divisional ROA Bonus Pool | 60% | 60% | 60% |
| Actual AIP Payout ($) | $1,710,000 | $1,845,000 | $1,672,320 |
| Vesting of any restricted stock component | One‑third at issuance; remaining two‑thirds in equal annual installments on 1st & 2nd anniversaries | One‑third at issuance; remaining two‑thirds in equal annual installments on 1st & 2nd anniversaries | One‑third at issuance; remaining two‑thirds in equal annual installments on 1st & 2nd anniversaries |
| Cash election for restricted portion (if above ownership threshold) | Permitted; all NEOs exceeded threshold in 2023 and may elect cash | Permitted; all NEOs exceeded threshold | Each NEO met ownership threshold; elected cash for 2024 restricted portion |
Long-Term Incentive Plan (PSUs) Metrics and Award Mechanics
| Metric | Weight | Calculation |
|---|---|---|
| Revenue Growth | 25% | YoY revenue growth over performance period |
| Operating Margin | 25% | Operating income / revenue |
| Cash From Operations as % of Revenue | 25% | CFO / revenue |
| After-Tax ROIC | 25% | Net income / average equity + debt |
| Payout by Peer Ranking | — | 1st/2nd: 100%; 3rd: 60%; 4th: 40%; 5th/6th: 0% |
LTIP Awards and Payouts (Share-based):
| LTIP Cycle | Target Shares | Max Shares | Shares Earned | Payout (% of Max) | Vesting Determination Date |
|---|---|---|---|---|---|
| 2021–2023 (determined Mar 2024) | Not disclosed | Not disclosed | 32,565 | 90% | March 2024 |
| 2022–2024 (determined Mar 2025) | Not disclosed | Not disclosed | 27,733 | 100% | March 2025 |
| 2023–2025 (grant 2/22/2023) | 9,694 | 19,387 | TBD | TBD | March 2026 |
| 2024–2026 (grant 2/22/2024) | 8,452 | 16,904 | TBD | TBD | March 2027 |
Restricted Stock Units (RSUs) – Grants and Vesting
| Grant Date | Shares Granted | Vesting Terms |
|---|---|---|
| 02/22/2023 | 6,552 | 1/3 after 2 yrs, 1/3 after 3 yrs, 1/3 after 4 yrs |
| 11/21/2023 | 467 | 2‑year time‑based vest (companywide RSU program) |
| 02/22/2024 | 6,537 | 1/3 after 2 yrs, 1/3 after 3 yrs, 1/3 after 4 yrs |
| 11/21/2024 | 363 | 2‑year time‑based vest (companywide RSU program) |
Upcoming RSU vesting cadence disclosed:
- Remaining vesting schedules include tranches at 2 months, 1 year, 2 years, and 3 years for prior RSU grants as of the 2025 proxy disclosure .
2024 Exercises/Vests:
| 2024 Activity | Shares | Value Realized ($) |
|---|---|---|
| SARs exercised | 3,016 | $301,268 |
| Stock awards vested | 36,523 | $4,413,810 |
Equity Ownership & Alignment
| Item | As of Mar 18, 2024 | As of Mar 6, 2025 |
|---|---|---|
| Beneficial Ownership (Shares) | 81,415; ~0.1% | 63,190; 0.0% |
| Options/SARs Exercisable | 2,165 @ $42.83 exp 02/24/2031 | Not separately updated in 2025 proxy table |
| Options/SARs Unexercisable | 851 @ $42.83 exp 02/24/2031 | Not separately updated in 2025 proxy table |
| Unvested RSUs (examples) | 3,006 (02/25/21) ; 3,182 (02/01/22) ; 11,226 (02/24/22) ; 6,552 (02/22/23) | Multiple RSU tranches outstanding with remaining vesting per schedules |
| Unearned PSUs (examples) | 13,867 (02/24/22 target) ; 9,694 (02/22/23 target) | 8,452 target for 2024 cycle |
| Ownership Guidelines | Senior VPs ≥3x salary; all NEOs met requirements in 2023 (avg 63x) and 2024 (avg 67x) | |
| Hedging/Pledging | Prohibited; no directors or executive officers have any hedged or pledged shares |
Employment Terms
| Provision | Key Terms | Evidence |
|---|---|---|
| Employment Term & Auto-Renewal | Informal policy presumes original 2‑calendar‑year term; automatically extended one year absent non‑renewal notice by Oct 1; non‑renewal may be delivered with or without cause . | |
| Severance – Termination Without Cause/Good Reason | Lump‑sum equals remaining term at current base salary (effectively ~24 months). Estimated as of 12/31/2023: $1,230,000; as of 12/31/2024: $1,340,000 . | |
| Change‑in‑Control (Double Trigger) | Double‑trigger required; estimated lump‑sum as of 12/31/2023: $3,588,750; as of 12/31/2024: $3,642,990; accelerated vesting of unvested equity awards estimated at $5,612,939 (2023) and $4,588,124 (2024); continued healthcare (COBRA) up to 24 months . | |
| Clawback | Dodd‑Frank compliant recoupment policy for incentive-based comp on accounting restatements (Big R and little r), over prior 3 fiscal years . | |
| Hedging/Pledging | Hedging prohibited; pledging severely limited and requires Audit Committee pre-approval; none outstanding among directors/NEOs . | |
| Tax Gross‑Ups | No excise tax gross‑ups . | |
| Health Benefits Continuation | Company pays full COBRA cost for up to 24 months or until comparable coverage from new employer . |
Compensation Committee Analysis
- Independent compensation consultant (Pearl Meyer) retained by the Compensation Committee; independence affirmed; peer group used as reference, comprising steel and industrial peers (e.g., Nucor, U.S. Steel, Cleveland‑Cliffs, Reliance, Alcoa, PACCAR, Parker‑Hannifan, Freeport‑McMoRan, AGCO, Illinois Tool Works, Newmont, Cummins) .
- Strong pay‑for‑performance design: highly levered companywide performance-based compensation, clawback, stock ownership requirements, double‑trigger CIC, no repricing, no guaranteed bonuses; maintained without discretionary alterations in 2023/2024; say‑on‑pay approval 92% .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: 92% in 2023 and 92% in 2024; Compensation Committee retained emphasis on short‑term profitability incentives and long‑term performance equity .
Performance & Track Record Highlights (Company Context)
- 2024: 12.7M tons steel shipments; net sales $17.5B; operating income $1.9B; net income $1.5B; liquidity $2.2B; ROIC 23% (three‑year period) .
- 2023: record 12.8M tons steel shipments; revenue $18.8B; operating income $3.2B; net income $2.5B; liquidity $3.5B .
- LTIP outcomes: 2021 cycle paid 90% of max (32,565 shares to Graham); 2022 cycle paid 100% of max (27,733 shares to Graham), evidencing strong relative performance vs peers across revenue growth, margin, cash generation, and ROIC .
Risk Indicators & Red Flags
- Positive: No hedging/pledging; robust clawback; no excise tax gross‑ups; no option repricing/backdating; high ownership multiples; double‑trigger CIC .
- Watch items: Significant RSU vesting cadence (multi‑year tranches) and PSU settlements create periodic liquidity events; 2024 vesting was 36,523 shares with $4.41M realized value, plus SARs exercise of 3,016 shares, indicating potential selling pressure around vest dates .
Equity Ownership & Alignment – Detail Table (Outstanding Awards Snapshot)
| Type | Date | Count | Market/Value Snapshot |
|---|---|---|---|
| SARs Exercisable | 02/24/2021 grant; exp 02/24/2031 | 2,165 @ $42.83 | N/A (exercise-based) |
| SARs Unexercisable | 02/24/2021 grant; exp 02/24/2031 | 851 @ $42.83 | N/A |
| RSUs (Unvested) | 02/25/2021 | 3,006 | $355,009 |
| RSUs (Unvested) | 02/01/2022 | 3,182 | $375,794 |
| PSUs (Target) | 02/24/2022 | 13,867 | $1,637,693 |
| RSUs (Unvested) | 02/24/2022 | 11,226 | $1,325,791 |
| PSUs (Target) | 02/22/2023 | 9,694 | $1,144,861 |
| RSUs (Unvested) | 02/22/2023 | 6,552 | $773,791 |
Employment Contracts & Severance Economics
| Scenario (as of 12/31/2024) | Lump‑Sum Cash | Equity Acceleration | Health Benefits (COBRA) |
|---|---|---|---|
| Termination without Cause / Good Reason | $1,340,000 | N/A | $37,018 |
| Death | — | $4,588,124 (subject to Committee approval) | N/A |
| Termination w/o Cause or for Good Reason in Connection with Change in Control | $3,642,990 | $4,588,124 | $37,018 |
Reference (as of 12/31/2023):
| Scenario | Lump‑Sum Cash | Equity Acceleration | Health Benefits |
|---|---|---|---|
| Termination without Cause / Good Reason | $1,230,000 | N/A | $35,126 |
| Death | — | $5,612,939 (subject to Committee approval) | N/A |
| Termination w/o Cause or for Good Reason in Connection with Change in Control | $3,588,750 | $5,612,939 | $35,126 |
Investment Implications
- Pay-for-performance alignment is strong: AIP tightly linked to corporate/divisional profitability (40% corporate, 60% divisional ROA for Graham) and LTIP metrics emphasize revenue growth, operating margin, cash generation, and ROIC vs sector peers—payouts of 90% (2021 cycle) and 100% (2022 cycle) validate execution .
- Retention risk appears contained: multi‑year RSU vesting (2/3/4‑year cadence) and 3‑year PSUs, high ownership multiples exceeding guidelines, and no pledging/hedging; severance provides 2x base under standard termination and robust CIC benefits (double trigger), reducing voluntary departure risk during strategic projects .
- Trading/overhang signals: 2024 vesting of 36.5k shares ($4.41M) and SARs exercise indicate potential selling pressure around vest dates; upcoming RSU tranches and PSU settlements (2023 cycle Mar 2026; 2024 cycle Mar 2027) are calendar anchors for supply monitoring .
- Governance quality: 92% say‑on‑pay approvals, independent consultant (Pearl Meyer), clawback, no repricing/gross‑ups, and stringent hedging/pledging restrictions suggest low governance risk for compensation practices .