Mark Millett
STEEL DYNAMICSAbout Mark Millett
Mark D. Millett is Co-Founder, Chairman, and Chief Executive Officer of Steel Dynamics, Inc. (STLD). He has served as CEO since January 2012 and Board Chair since May 2021; he was elected to the Board in 1993. Millett holds a Bachelor’s degree in Metallurgy from the University of Surrey (1981) and has been recognized with multiple industry awards, including Steelmaker of the Year (2014, 2022) and the 2024 Willy Korf / Ken Iverson Steel Vision Award . Under his CEO tenure, STLD’s stock appreciated over 750% . Recent operating performance includes 2024 net sales of $17.5 billion, operating income of $1.9 billion, net income of $1.5 billion, and three-year after-tax ROIC of 23% . Liquidity ended 2024 at $2.2 billion; cash flow from operations was $1.8 billion .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Steel Dynamics, Inc. | Co-Founder; Chairman; CEO | Director since 1993; CEO since Jan 2012; Chair since May 2021 | Led multi-decade strategic growth; superior capital allocation; industry-leading returns |
| Steel Dynamics, Inc. | President & COO; EVP (Metals Recycling & Ferrous Resources); EVP (Flat Roll Operations) | 1993–2012 (prior to CEO) | Responsible for design, construction, and start-up of all steel mills including Butler |
External Roles
| Organization | Role | Years | Notable |
|---|---|---|---|
| Steel Manufacturers Association (SMA) | Past Chairman | Not disclosed | James F. Collins Achievement in Advocacy Award (2019) |
| Outside public company boards | None | — | No outside public company directorships |
Fixed Compensation
Multi-year summary of CEO pay components (reported):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $1,430,000 | $1,485,000 | $1,485,000 |
| Stock Awards (grant-date fair value) | $4,646,697 | $5,023,287 | $5,004,495 |
| Non-Equity Incentive Plan Compensation | $5,005,000 | $5,197,500 | $5,197,500 |
| All Other Compensation | $152,760 | $117,875 | $95,891 |
| Total Compensation | $11,234,457 | $11,823,662 | $11,782,886 |
Perquisites and other items (2024):
- Term life insurance premiums: $5,790
- Personal plane usage costs: $19,436
- Profit Sharing and Retirement Savings Plan cash allocation: $52,802 (each NEO)
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Results
| Item | Detail |
|---|---|
| AIP Target (as % of base salary) | 175% (CEO) |
| Corporate Bonus Pool Metric | Based on “Adjusted Net Income” above threshold ROE on “Average Stockholders Equity”; fixed percentage of Adjusted Net Income to pool |
| Threshold ROE | 10% |
| Fixed % of Adjusted Net Income | 5.5% |
| 2024 CEO Actual Payout | 350% of base salary; paid in cash on Feb 1, 2025 (CEO elected cash in lieu of restricted stock portion) |
| Divisional Component | N/A for CEO (100% corporate pool) |
Vesting mechanics for any restricted stock portion (if elected): one-third at grant; remaining two-thirds vest on first and second anniversaries; CEO elected cash for 2024 .
Long-Term Incentive Plan (LTIP) – 2024 Award Design (Performance Shares, 2024–2026)
| Metric | Weight | Calculation |
|---|---|---|
| Revenue Growth | 25% | (Current period revenue – prior period) / prior period |
| Operating Margin | 25% | Operating income / revenue (period) |
| Cash from Operations as % of Revenue | 25% | Cash from operations / revenue (period) |
| After-Tax ROIC | 25% | Net income / quarterly average equity + debt (period) |
Comparator group: Cleveland-Cliffs, Commercial Metals, Nucor, Metallus, U.S. Steel . Payout scale per metric: 1st–2nd = 100% of max; 3rd = 60%; 4th = 40%; 5th–6th = 0% . 2024 LTIP awards vest upon determination, anticipated mid-March 2027 .
2024 CEO LTIP grant sizing:
| Item | Target | Maximum |
|---|---|---|
| Multiple of Base Salary | 175% | — |
| Shares | 21,855 | 43,710 |
| Award Value (USD) | $2,598,750 | $5,197,500 |
2022 LTIP results (three-year period ended 12/31/2024): 100% of maximum earned; CEO earned 81,171 shares .
Restricted Stock Units (RSUs) – CEO 2024 Awards and Vesting
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSU (longer vest) | 02/22/2024 | 19,771 | $2,318,744 | 1/3 after 2, 3, and 4 years |
| RSU (company-wide) | 11/21/2024 | 604 | $87,000 | 2-year time-based |
2024 realizations:
| Item | Quantity | Value |
|---|---|---|
| SARs Exercised (Shares; Value Realized) | 51,015; $5,320,925 | |
| Stock Awards Vested (Shares; Value Realized) | 110,559; $13,381,933 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| CEO Beneficial Ownership (Shares; % of Class) | 2,981,374; 2.0% |
| Stock Ownership Guidelines (Executives) | CEO ≥5x base salary; other SVPs/EVPs 3–4x |
| Compliance Status | CEO holds 223x base salary; other NEOs average 28x |
| Hedging/Pledging Policy | Hedging prohibited; pledging severely limited, requiring Audit Committee pre-approval; no directors or executive officers have hedged or pledged shares |
Outstanding awards at 12/31/2024 (selected CEO items; market price $114.07):
| Award | Grant Date | Target/Units | Market/Payout Value |
|---|---|---|---|
| RSUs (unvested) | 02/25/2021 | 8,839 | $1,008,265 |
| RSUs (unvested) | 02/24/2022 | 23,198 | $2,646,196 |
| RSUs (unvested) | 02/22/2023 | 19,815 | $2,260,297 |
| RSUs (unvested) | 02/22/2024 | 19,771 | $2,255,278 |
| LTIP (Target) | 02/22/2024 | 21,855 | $2,493,000 |
Remaining vesting cadence across RSU grants:
- 02/25/2021: 2 months remaining
- 02/24/2022: half in 2 months; half in 1 year
- 02/22/2023: 1/3 in 2 months; 1/3 in 1 year; 1/3 in 2 years
- 02/22/2024: 1/3 in 1 year; 1/3 in 2 years; 1/3 in 3 years
- 11/21/2024: 2 years
Employment Terms
| Provision | CEO (Tier One) | Notes |
|---|---|---|
| Employment Agreement | No written agreement; informal rolling two-year term; at-will; auto-renew unless non-renewal by Oct 1 | |
| Change-in-Control Plan | Double trigger; cash lump sum equal to 2× highest base salary + 2× greater of target bonus or two-year average actual bonus; full acceleration of unvested equity; health coverage up to 24 months | |
| Tax Gross-Ups | None for excise taxes |
Estimated payments if terminated on 12/31/2024:
| Scenario | Lump Sum Cash | Accelerated Vesting of Unvested Equity | Health Care Continuation |
|---|---|---|---|
| Termination without Cause or for Good Reason | $2,970,000 | $13,777,945 | — |
| Termination in Connection with Change in Control (double trigger) | $13,365,000 | $13,777,945 | $31,831 |
Board Governance
- Board leadership: Combined Chair and CEO (Millett); Lead Independent Director in place (Kenneth W. Cornew, since 2023) to address independence and oversight .
- Committee memberships: Millett serves on no Board committees; all standing committees (Audit, Compensation, Corporate Governance & Nominating) are 100% independent and chaired by independent directors .
- Board independence: Seven of nine nominees (78%) independent; executive sessions of independent directors occur at least quarterly .
- Attendance: All directors attended at least 75% of Board and committee meetings; 7 Board meetings held in 2024 .
- Director compensation: Non-employee director retainers—$135,000 (director), $175,000 (Lead Independent Director), plus chair fees ($25,000 Audit; $20,000 Compensation; $20,000 Governance). Millett receives no director compensation .
Director Compensation (for context; CEO receives none)
| Role | Cash Retainer | Committee Chair Fee |
|---|---|---|
| Non-employee Director | $135,000 | — |
| Lead Independent Director | $175,000 | — |
| Audit Committee Chair | — | $25,000 |
| Compensation Committee Chair | — | $20,000 |
| Corporate Governance & Nominating Chair | — | $20,000 |
Equity Ownership & Director Governance Policies
- Director ownership guideline: ≥ 5× annual cash retainer ($675,000) within five years; DSU-based equity awards to directors; Board members collectively own 5.6% of outstanding shares .
- Policy regarding insider trading, hedging, and pledging: Strict prohibitions; policy filed with Form 10-K exhibits .
Compensation Benchmarking and Say-on-Pay
- Peer group for compensation benchmarking includes AGCO, Alcoa, Cleveland-Cliffs, CMC, Cummins, Freeport-McMoRan, Illinois Tool Works, Newmont, Nucor, PACCAR, Parker-Hannifin, Reliance, U.S. Steel .
- CEO total target compensation remains below the 25th percentile of peer CEOs .
- Say-on-Pay approval: 92% support at 2024 annual meeting; 2025 meeting vote on NEO compensation—For: 114,802,317; Against: 9,001,071; Abstain: 407,053; broker non-votes: 9,077,169 .
- Shareholder proposal to lower special meeting threshold holding period failed (For: 14,073,212; Against: 109,932,100; Abstain: 205,129; broker non-votes: 9,077,169) .
Related Party Transactions (Governance risk review)
- Brother-in-law of CEO (Charles Trowbridge) employed as sales manager; payments < $500,000; transactions with Union Pacific (director Hamann’s employer) were on market terms; Board concluded independence unaffected; all reviewed under Related Persons Policy .
Performance & Track Record (selected indicators)
- 2024: net sales $17.5B; operating income $1.9B; net income $1.5B .
- Cash from operations $1.8B (2024) .
- Three-year after-tax ROIC 23% through 12/31/2024 .
- Capital returns: dividend increased for 13 consecutive years; repurchased $6.7B (~41%) of shares over eight years; new $1.5B repurchase authorization (Feb 2025) .
Expertise & Qualifications
- Metallurgy degree; decades of operating and construction leadership across EAF mills; industry awards for advocacy and innovation .
Risk Indicators & Red Flags
- Positive: strong clawback; double-trigger CIC; no excise tax gross-ups; prohibition of hedging/pledging; independent Lead Director; high say-on-pay support .
- Watch items: concentrated leadership (CEO + Chair combined) balanced by Lead Independent Director; family employment relationships reviewed under policy and immaterial .
Compensation Structure Analysis (signal review)
- High at-risk mix: 84% of CEO target compensation is performance-based (AIP and LTIP) .
- AIP requires shareholder ROE of ≥10% before accrual; fixed leverage to Adjusted Net Income aligns pay with profitability .
- LTIP is fully relative vs. steel peers across four financial metrics; 2022 cycle paid at 100% of max, evidencing strong multi-year execution .
- RSU layering with longer vesting enhances retention; CEO realized substantial vested value in 2024, but maintains very high ownership (2.0% of shares; 223× salary), mitigating insider selling pressure concerns .
Equity Ownership & Alignment (skin-in-the-game)
| Measure | Value |
|---|---|
| CEO ownership as % of shares outstanding | 2.0% |
| CEO ownership multiple vs. guideline | 223× base salary vs. 5× minimum |
| Shares pledged as collateral | None (policy severely limits; none pledged) |
Investment Implications
- Pay-for-performance integrity: Stringent AIP thresholds (10% ROE) and fully relative LTIP metrics reduce “pay without performance” risk; high at-risk mix aligns with shareholders .
- Retention vs. selling pressure: Significant unvested RSUs and multi-year LTIP tranches provide retention hooks; 2024 vest/exercise realizations were large, but Millett’s 2.0% stake and 223× salary ownership suggest strong alignment and low forced-selling risk .
- Governance of dual role: Combined Chair/CEO structure is mitigated by a Lead Independent Director and fully independent committees, supporting robust oversight even with founder-led leadership .
- CIC economics: Double-trigger with 2× salary+bonus and full vesting implies potential payout leverage in event paths; however, lack of gross-ups and strong clawback policy are shareholder-friendly .
- Trading signals: High say-on-pay support (92%) and durable capital return track record (dividend growth; 41% cumulative buybacks) reflect investor confidence; watch near-term vesting and RSU cadence for supply dynamics but ownership policies restrict pledging/hedging .
Overall, Millett’s compensation is tightly linked to profitability and multi-year relative performance, reinforced by significant personal ownership and strong governance policies—factors supportive of long-term alignment and reduced agency risk.