Gabriel Shaheen
STEEL DYNAMICSAbout Gabriel L. Shaheen
Independent director of Steel Dynamics, Inc. since 2009; age 71. Background in actuarial science and financial services risk management: B.S. in Actuarial Math (1976) and M.S. in Actuarial Science (1977), both from the University of Michigan . Tenure on STLD’s board is 15 years (per board matrix), and he is classified as an independent director; he serves on the Audit and Compensation Committees, where all members are independent and (for Audit) meet “audit committee financial expert” criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lincoln National (life & annuity operations) | Chairman, President & CEO (responsible for all U.S. life & annuity ops) | 1998–1999; 23-year career at Lincoln National | Led major operating units; deep risk, financial, and operating oversight |
| GLS Capital Ventures, LLC | President, CEO, and principal | Since 2000 | Private advisory to life/annuity and financial services firms |
| NxtStar Ventures, LLC | Partner | 2000–2018 | Advisory to start-up and existing financial services entities |
| Insurex, LLC | Founding Partner | Since 2018 | Advisory platform serving insurance/financial services |
External Roles
| Organization | Type | Role | Status |
|---|---|---|---|
| Outside public company directorships | — | None | Current: None |
| Insurex, LLC | Private | Founding Partner | Current |
| GLS Capital Ventures, LLC | Private | President/CEO/Principal | Current |
| NxtStar Ventures, LLC | Private | Partner | Former (through 2018) |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director; Board determined 8 of 10 directors (2024) were independent and committees are 100% independent |
| Committees | Audit Committee (member); Compensation Committee (member); Audit Committee members (including Shaheen) meet “audit committee financial expert” criteria |
| Chair roles | None (not a committee chair) |
| Lead Independent Director | Kenneth W. Cornew (not Shaheen) |
| Board meetings (2024) | Board held 7 meetings; all directors attended ≥75% of Board and committee meetings; independent directors met in executive session four times; all directors attended 2024 AGM except Ms. Hamann |
| Committee meetings (2024) | Audit: 8; Compensation: 5; Corporate Governance & Nominating: 4 |
| Risk oversight | Audit oversees financial reporting, internal controls, and cybersecurity; Compensation reviews comp risk; Governance oversees ESG/decarbonization. Shaheen participates via Audit and Compensation |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| 2024 Cash Fees (Shaheen) | $135,000 | |
| Standard annual retainers (2024) | Non-employee director: $135,000; Lead Independent Director: $175,000 | |
| Committee chair fees | Audit Chair: $25,000; Compensation Chair: $20,000; Governance Chair: $20,000 | |
| Meeting fees | Not disclosed (standard retainers used) |
Performance Compensation
| Award (Director DSU) | Grant sizing | Vesting/Settlement | 2024 Grant (Shaheen) |
|---|---|---|---|
| Annual DSUs for non-employee directors | Fixed grant; 2024 grant-date fair value $165,062 each; 1,233 share-equivalents determined by Nasdaq closing price before June 1 | DSUs vest in full on grant date; settlement deferred per director election | Stock awards: $165,062 (1,233 DSUs) |
Compensation Committee pay-for-performance framework (NEO oversight by committee where Shaheen serves):
- Annual Incentive Plan (AIP): Bonus pool accrues only after a 10% ROE threshold on Average Stockholders’ Equity; pool equals 5.5% of Adjusted Net Income; divisional ROA components apply for certain executives .
- LTIP (3-year): Relative performance vs sector peers with four equally-weighted metrics: Revenue Growth (25%), Operating Margin (25%), Cash from Operations/Revenue (25%), After-Tax ROIC (25%); payout by rank (1st–2nd: 100%, 3rd: 60%, 4th: 40%, 5th–6th: 0%) .
| NEO Performance Metric | Weight | Definition |
|---|---|---|
| Revenue Growth | 25% | (Revenue current period – revenue prior period) / prior period revenue |
| Operating Margin | 25% | Operating income / revenue (performance period) |
| CFO as % of Revenue | 25% | Cash flow from operations / revenue (performance period) |
| After-Tax ROIC | 25% | Net income / (quarterly average equity + debt) (performance period) |
Additional governance signals:
- 2024 say-on-pay approval: 92% support .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | None (reduces interlocks/conflicts) |
| Disclosed related-party ties | None disclosed for Shaheen; Audit Committee oversees RPT policy |
| 2024 RPT context | Transactions with Union Pacific (linked to another director’s employer) reviewed and deemed on market terms; <0.5% of revenues for each company |
Expertise & Qualifications
- Risk assessment and management expertise; leadership of large, complex financial/insurance operations .
- Audit Committee financial expert status via committee designation; financial literacy and oversight credentials .
- Actuarial education and long-tenured operating experience support risk, finance, and controls oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Gabriel L. Shaheen | 81,330 | 0.1% | As of March 6, 2025 |
| Hedging/Pledging | — | — | Company prohibits hedging and severely restricts pledging; no directors/officers have hedged or pledged shares |
| Director ownership guideline | — | — | 5× annual cash retainer ($675,000) to be met within 5 years; company believes directors meet or will meet requirement |
Governance Assessment
-
Strengths
- Independent, long-tenured director with deep risk and actuarial expertise; serves on two key committees (Audit/Compensation), enhancing board oversight of reporting, cybersecurity, and pay risk .
- Audit Committee financial expert designation across members; robust governance practices (majority independent, executive sessions, annual evaluations) .
- Solid director ownership and strict insider trading/hedging policies; DSU-based equity aligns directors with shareholders .
- Compensation Committee maintains objective performance metrics (ROE threshold for AIP; multi-metric relative LTIP), and uses independent consultant (Pearl Meyer) .
-
Watch items
- Tenure is long (15 years) versus board’s independent average of ~8 years, which can raise refreshment concerns; however, the board actively manages refreshment and added new directors recently .
- No current public company directorships (pro/con): minimizes interlocks but limits external public board benchmarking exposure .
-
Red flags
- None disclosed specific to Shaheen: no RPTs, no hedging/pledging, attendance at or above threshold, committee independence and financial expertise in place .