Jennifer Hamann
STEEL DYNAMICSAbout Jennifer L. Hamann
Independent director since 2023; age 57; currently Executive Vice President and Chief Financial Officer of Union Pacific Corporation (since 2020). She holds a BS in Finance and an MBA from the University of Nebraska at Omaha. Her background spans finance, logistics, capital markets, and cross-border governance, including service on a Union Pacific Mexican joint venture board . The Board has determined she is independent under Nasdaq/SEC rules; STLD’s Board composition for 2025 includes seven of nine independent nominees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Union Pacific | Executive Vice President & CFO | 2020–present | Finance leadership across supply chain, capital planning, debt/equity markets, investor relations, audit, HR, corporate strategy |
| Union Pacific | Senior Vice President, Finance | Apr 2019–Dec 2019 | Finance leadership; enterprise planning |
| Union Pacific | Vice President, Planning & Analysis | Oct 2017–Mar 2019 | Corporate planning; analytics; performance mgmt |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Union Pacific Mexican JV | Board participant | Not dated | Governance and regulatory oversight in Mexico; cross-border operational expertise |
| Outside public company boards | None | — | — |
Board Governance
- Committee assignments: Audit Committee member; Corporate Governance & Nominating Committee member .
- Committee chairs: None (Audit Chair is Traci Dolan; CG&N Chair is Bradley Seaman) .
- Independence: Determined independent for 2024 and as a 2025 nominee; all committee members are independent .
- Attendance: Board held seven meetings in 2024; all directors attended ≥75% of Board/committee meetings; Hamann did not attend the 2024 Annual Meeting due to an unavoidable scheduling conflict .
- Audit Committee expertise: STLD determined each Audit Committee member meets “audit committee financial expert” criteria (Item 407 Reg S-K) .
- Committee activity levels (2024): Audit—8 meetings; Compensation—5 meetings; Corporate Governance & Nominating—4 meetings .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $135,000 | Standard non-employee director retainer |
| Equity (annual DSUs) | $165,062 | Grant on June 1, 2024; 1,233 DSUs; vested in full on grant date; settlement per director election |
| Total 2024 director pay | $300,062 | — |
| Additional DSU election (in lieu of cash) | $33,750 | 257 DSUs elected in lieu of a portion of cash retainer |
Retainer schedule (for context): Lead Independent Director $175,000; Committee chair fees—Audit $25,000; Compensation $20,000; Corporate Governance & Nominating $20,000; Hamann is not a chair and does not receive chair fees .
Performance Compensation
| Element | Terms | Metrics |
|---|---|---|
| Director DSUs | Annual DSU grants vest in full at grant; settlement deferred per election | No performance-based metrics apply to director awards (time/deferred equity only) |
No director meeting fees or option awards disclosed; equity is DSU-based with immediate vesting on grant, aligned via ownership policy .
Other Directorships & Interlocks
| Company | Relationship | 2024 Transactions | Materiality | Oversight/Policy |
|---|---|---|---|---|
| Union Pacific (UP) | Hamann is EVP & CFO of UP; STLD and UP transact | UP paid STLD ~$27M for rail purchases; STLD paid UP ~$75M for transportation services | Each <0.5% of respective revenues; terms at market | Reviewed under STLD’s related persons policy; Audit Committee oversight; approved/ratified |
Expertise & Qualifications
- Public company executive leadership; accounting/finance; risk management; health & safety; strategic initiatives; IT/cyber experience across Board matrix .
- Cross-border regulatory/business experience in Mexico via UP’s joint venture board participation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Jennifer L. Hamann | 2,420 | 0.0% | Beneficial ownership as of March 6, 2025 |
| Director ownership guideline | 5× annual cash retainer = $675,000 target | — | Compliance required within 5 years; Board believes directors either have satisfied or will satisfy on a timely basis |
| Hedging/pledging | Prohibited; no directors/officers have hedged or pledged shares | — | Strict limitations; Audit Committee pre-approval for any exception |
Governance Assessment
- Board effectiveness: Hamann strengthens Audit oversight (all members deemed financial experts) and CG&N governance, contributing finance, logistics, and cross-border expertise .
- Independence and engagement: Classified independent; attended ≥75% of meetings; one Annual Meeting absence noted but not a systemic attendance issue .
- Alignment: Director pay mix balanced between cash and equity; DSU grants and robust stock ownership guidelines promote long-term alignment; no director options or meeting fees that could skew incentives .
- Potential conflicts—RED FLAG to monitor: Concurrent UP CFO role alongside material but small STLD–UP transactions. While transactions are <0.5% of revenues and vetted under related-party policy with Audit Committee oversight, continued monitoring of volumes/terms and recusal practices is prudent for investor confidence .
- Shareholder sentiment: STLD’s 2024 say-on-pay approval at 92% indicates broader investor confidence in pay practices and governance rigor, indirectly supportive of Board oversight quality .