Luis Sierra
STEEL DYNAMICSAbout Luis M. Sierra
Independent director of Steel Dynamics, Inc. since 2021; age 62. Mechanical engineer (BS, University of Florida), MS Mechanical Engineering (Georgia Tech), MBA (University of Chicago), bilingual in Spanish. Prior CEO of NOVA Chemicals (2020–2022) and held senior leadership at BP, including President BP Aromatics (Americas/Europe/Middle East, 2013–2016) and CEO BP Global Aromatics (2016–2020), bringing industrial operations, commercial strategy, and financial acumen to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NOVA Chemicals Corporation | President & CEO | Jul 2020 – Oct 2022 | Led $5.1B revenue chemicals company; 4,000 employees/contractors . |
| BP | President, BP Aromatics (Americas, Europe, Middle East) | 2013 – 2016 | Led regional chemicals operations . |
| BP | CEO, BP Global Aromatics | 2016 – 2020 | Led $5B global chemicals business . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None | — | — | No current outside public company directorships . |
Board Governance
- Independence: Determined independent by the Board; all committees are 100% independent .
- Committee assignments: Audit Committee member; Compensation Committee member .
- Audit Committee: 8 meetings in 2024; all members deemed “audit committee financial expert” under Item 407 of Regulation S-K .
- Compensation Committee: 5 meetings in 2024; oversees CEO/NEO pay, director pay, engages independent consultant (Pearl Meyer) .
- Attendance: Board held 7 meetings; all directors attended at least 75% of Board and committee meetings; Sierra attended the Annual Meeting (only Hamann was absent due to conflict) .
- Lead Independent Director: Role exists (Kenneth W. Cornew since 2023); independent directors meet in executive session at least quarterly .
Fixed Compensation
| Component | Structure | Amount (2024) |
|---|---|---|
| Annual cash retainer (non-employee director) | Standard cash retainer | $135,000 . |
| Committee chair fees | Audit $25,000; Compensation $20,000; Governance $20,000 | Not applicable (Sierra not a chair) . |
| Lead Independent Director retainer | Additional cash retainer | Not applicable (Sierra not LID) . |
| Meeting fees | Not disclosed | Not disclosed . |
2024 director compensation received:
| Name | Cash Fees | Stock Awards (DSUs) | Total |
|---|---|---|---|
| Luis M. Sierra | $135,000 | $165,062 | $300,062 |
Notes:
- Sierra elected to receive his entire annual cash retainer as DSUs: 1,042 shares, grant-date fair value $135,000 (deferral in lieu of cash) .
- Standard annual director DSU grant: 1,233 shares, grant-date fair value $165,062; DSUs vest fully at grant; settlement deferred per director’s election .
Performance Compensation
| Component | Metrics | Terms |
|---|---|---|
| Director DSUs (annual equity) | None (time-based, not performance-based) | Annual DSUs granted June 1; vest at grant; settled per deferral elections . |
No options/PSUs for directors disclosed; equity awards are DSUs with time-based vesting .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public company boards | None . |
| Interlocks/transactions | No related-party transactions involving Sierra disclosed; Board reviewed 2024 related-person transactions and affirmed independence of each independent director . |
| Notable company transaction context | Union Pacific transactions disclosed due to Hamann’s role (CFO); immaterial and at market terms; not related to Sierra . |
Expertise & Qualifications
| Category | Details |
|---|---|
| Industrial/operations | Extensive leadership in global chemicals operations at BP and NOVA . |
| Finance | Financial acumen; Audit Committee financial expert designation via committee determination . |
| Strategy & international | Commercial and organizational strategy; bilingual Spanish; extensive non-U.S. experience . |
| Risk oversight | Active roles on Audit and Compensation Committees overseeing financial reporting, cybersecurity, pay-risk assessment . |
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 8,955 shares . |
| Percent of class | 0.0% . |
| Hedging/pledging status | Company prohibits hedging; pledging severely limited; no directors or executive officers have hedged or pledged shares . |
| Director ownership guideline | 5x annual cash retainer ($675,000) within 5 years of joining board; company states non-employee directors have satisfied or will satisfy on time . |
Indicative value of Sierra’s holdings (for alignment context): 8,955 shares × $114.07 last trading day 2024 = ~$1.02 million (using $114.07 price reference) .
Insider Trading Activity
| Item | Detail |
|---|---|
| Section 16 reporting | Company believes all directors/officers met filing requirements for 2024; no exceptions noted for Sierra . |
| Hedging/pledging | Prohibited; none outstanding among directors/officers . |
Governance Assessment
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Strengths
- Independence and committee roles: Member of two key independent committees (Audit; Compensation); Audit Committee members deemed financial experts, enhancing oversight credibility .
- Attendance and engagement: Met attendance thresholds; participated in Annual Meeting, supporting board effectiveness .
- Pay-for-performance governance: Compensation Committee retains independent consultant (Pearl Meyer), maintains strong best practices (clawbacks, double-trigger CIC, no excise tax gross-ups), and 92% say‑on‑pay support—signals investor confidence in oversight Sierra contributes to .
- Ownership alignment: Significant personal shareholding; elected to take cash retainer entirely in DSUs, increasing equity alignment; no hedging/pledging .
-
Potential Risks/Conflicts
- None disclosed specific to Sierra; Board affirmed independence and reviewed related-party transactions (none impacting independent directors) .
- Director ownership guideline compliance is aggregated at board level; individual compliance status not explicitly disclosed—monitor progress toward 5-year guideline for newer directors (Sierra joined 2021) .
-
Signals for investors
- Active role in Audit risk oversight (including cybersecurity), and Compensation pay design/peer benchmarking strengthens governance quality .
- Board structure includes Lead Independent Director, independent executive sessions, and annual evaluations—positive governance architecture .
Overall, Luis M. Sierra presents as a technically strong, independent director with material industrial and financial oversight experience, high engagement, and equity-aligned incentives, with no identified conflicts or red flags in disclosed materials .