Kenneth Cornew
STEEL DYNAMICSAbout Kenneth W. Cornew
Kenneth W. Cornew (age 60) is Lead Independent Director of Steel Dynamics, Inc. and has served on the Board since 2016. He is an independent director, chairs the Compensation Committee, and sits on the Corporate Governance & Nominating Committee; he has served as Lead Independent Director since 2023. He holds a B.S. in Electrical Engineering (Rutgers, 1987) and an MBA (Drexel, 1995), and previously served as Senior EVP & Chief Commercial Officer of Exelon and President & CEO of Exelon Generation. His background spans power operations, commercial strategy, M&A, risk, and public company governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exelon Corporation | Senior EVP & Chief Commercial Officer; President & CEO of Exelon Generation | 2013–early 2021 | Responsible for nuclear, fossil, and renewable fleets and Constellation’s commercial/retail businesses; led competitive energy growth initiatives |
| Exelon (earlier career) | Various leadership roles | 1990–2013 | Instrumental in establishing and growing competitive energy business |
| PJM Interconnection | Engineer/Staff | Pre-1990 | Regional transmission organization experience in Mid-Atlantic/Mid-West electricity markets |
External Roles
| Organization | Role | Period | Notes |
|---|---|---|---|
| Electric Power Research Institute (EPRI) | Director (Board of Directors) | Prior service | Industry R&D governance |
| Rutgers School of Engineering | Industry Advisory Board | Prior service | Academic-industry advisory role |
| FM Global (Washington/Philadelphia) | Advisory Board | Prior service | Risk/insurance advisory |
| Living Classrooms Foundation | Board of Trustees | Prior service | Non-profit governance |
| Outside public company boards | None | — | No current public company directorships |
Board Governance
- Independence and roles: Independent director; Lead Independent Director since 2023; Compensation Committee Chair; Corporate Governance & Nominating Committee member. Board committees are 100% independent.
- Lead Independent Director responsibilities include presiding over executive sessions, serving as liaison between management and independent directors, agenda support, and calling meetings of independent directors.
- Board composition/independence: 7 of 9 nominees (78%) are independent.
- Meetings and attendance: Board held 7 meetings in 2024; all directors attended at least 75% of Board and committee meetings. Independent directors met in executive session at least quarterly; executive sessions occurred 4 times in 2024. All directors attended the 2024 Annual Meeting except Ms. Hamann.
- Committee activity (2024): Audit (8 meetings), Compensation (5), Corporate Governance & Nominating (4).
- Independence determination: Board affirmed independence for Mr. Cornew and other independent nominees under SEC/Nasdaq rules (including heightened Compensation and Audit standards, as applicable).
Fixed Compensation (Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Cash fees (2024) | $195,000 | Actual cash paid to Mr. Cornew for 2024 |
| Equity DSU grant (grant-date fair value) | $165,062 | Standard annual DSU for non-employee directors |
| Total (2024) | $360,062 | Sum of cash plus equity fair value |
| Board fee schedule (reference) | Non-employee Director retainer: $135,000; Lead Independent Director: $175,000; Committee Chair fees: Audit $25,000; Compensation $20,000; Governance/Nominating $20,000 | Companywide schedule; directors may elect to defer cash retainer into DSUs |
Performance Compensation (Director Equity Mechanics)
| Grant Type | Grant Date/Mechanics | Shares/Value | Vesting/Settlement | Notes |
|---|---|---|---|---|
| Deferred Stock Units (DSUs) | Granted annually as of June 1 based on prior day close | 1,233 DSUs for each non-employee director in 2024 (fair value $165,062) | Vested in full on grant date; settlement deferred per director’s election (one year, or earlier of five years/one year post-board retirement) | DSU grant sizing and vesting mechanics per 2023 Plan; settlement timing elected in advance |
There are no option awards, performance metrics, or meeting fees for directors; equity is time-based DSUs designed for alignment and deferral flexibility.
Other Directorships & Interlocks
- Current public company boards: None.
- Compensation Committee interlocks: None reported for 2024 across the company; no insider participation.
- Related party transactions: Company disclosed related-person transactions; none involved Mr. Cornew. The Board affirmed no relationships impaired independence.
Expertise & Qualifications
- Education: B.S. Electrical Engineering (Rutgers, 1987); MBA (Drexel, 1995).
- Domain expertise: Power operations, commodity cycles, commercial strategy, M&A, safety, process improvement, public company governance/regulatory matters.
- Board matrix: Recognized for senior executive leadership, risk management, IT/cyber, environmental, and strategic initiatives among board skill sets.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Kenneth W. Cornew | 34,767 | 0.0% | As of March 6, 2025 |
| Director stock ownership guideline | 5x annual cash retainer ($675,000) | — | Compliance reviewed annually; directors expected to meet within five years |
| Hedging/pledging | Prohibited; no hedged or pledged shares by directors/officers | — | Policy bans hedging, margin accounts; pledging only in rare pre-approved cases—none outstanding for directors/officers |
Governance Assessment
- Positives (confidence-enhancing):
- Lead Independent Director since 2023 with clear authority; enhances independent oversight while CEO serves as Chair.
- Chairs Compensation Committee; committee met five times in 2024 and uses an independent consultant (Pearl Meyer), with strong say-on-pay support (92% in 2024).
- Documented independence and attendance; all directors ≥75% attendance; independent executive sessions at least quarterly.
- Director equity via DSUs and ownership guidelines (5x retainer) align interests; no hedging/pledging.
- Potential watch items:
- Combined CEO/Chair structure persists; mitigated by robust Lead Independent Director role and quarterly executive sessions.
Appendix: Committee Assignments (2024)
| Committee | Role | Meetings (2024) |
|---|---|---|
| Compensation Committee | Chair (Kenneth W. Cornew) | 5 |
| Corporate Governance & Nominating Committee | Member (Kenneth W. Cornew) | 4 |
| Lead Independent Director | Lead Independent Director (since 2023) | Exec sessions at least quarterly |
Attendance & Engagement
- Board meetings held in 2024: 7; all directors attended ≥75%; independent directors held 4 executive sessions; all directors attended the 2024 Annual Meeting except Ms. Hamann.
Related-Party & Conflicts Review
- Policy requires Audit Committee review/approval of related-person transactions ≥$120,000. 2024 disclosures included several relationships; none involved Mr. Cornew; Board concluded no independence impairments.