Richard Teets
STEEL DYNAMICSAbout Richard P. Teets, Jr.
Co-founder and long-tenured director of Steel Dynamics, Inc. (STLD), age 69, serving on the Board since 1993 (31 years). He holds a B.S. in Mechanical Engineering (Lafayette College, 1977) and an MBA (Duquesne University, 1982). Teets is retired; he previously served as Executive Vice President for Steelmaking and President & COO of Steel Operations (Aug 2008–Mar 2016). He is not an independent director and is not assigned to any Board committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Steel Dynamics, Inc. | Executive Vice President; oversaw four long-products divisions and steel fabrication | Apr 2007–Aug 2008 | Expanded oversight of long-products and fabrication platform |
| Steel Dynamics, Inc. | Executive Vice President for Steelmaking; President & COO, Steel Operations | Aug 2008–Mar 2016 | Led steel operations; recognized industry advocate in 2016 |
| Steel Dynamics, Inc. | Structural & Rail Division – construction, start-up, and operations leadership | 1998–2007 | Accountable for commercial success and growth of the division |
| Steel Dynamics, Inc. | Butler Flat Roll Division – design, construction, start-up | 1993–early 1996 | Delivered core mill capabilities and operational ramp-up |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Association for Iron & Steel Technology (AIST) | President | 2006–2007 | Industry leadership, standards and advocacy |
| Steel Manufacturers Association | Past Chairman | n/a | Sector advocacy and governance experience |
| American Metal Market | Steel Advocate of the Year | 2016 | Industry recognition for advocacy |
| AIME | Honorary Member | 2017 | Lifetime recognition for technical contributions |
Board Governance
- Independence: Non-independent founder; Board committees are 100% independent and chaired by independent directors; Teets holds no committee assignments.
- Attendance: The Board held seven meetings in 2024; all directors attended at least 75% of Board/committee meetings. Independent directors met in executive session four times in 2024. At the 2024 Annual Meeting, all directors attended except Ms. Hamann (scheduling conflict).
- Lead Independent Director: Kenneth W. Cornew (since 2023), with defined responsibilities to ensure independent oversight.
- Governance policies: Board and committee charters, codes of ethics, and related-party transaction review policy are published and reviewed regularly.
- Director nomination and evaluation: Annual evaluations include individual director assessment; all incumbents were recommended for election in 2025.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (Teets) | $135,000 | Standard non-employee director retainer |
| Equity award (DSU) – grant date fair value (Teets) | $165,062 | 1,233 DSUs based on closing price prior to June 1, 2024; vests in full on grant date; settlement deferred per election |
| Total 2024 director compensation (Teets) | $300,062 | Cash + DSUs |
| Standard Director Cash Retainers (2024) | Amount |
|---|---|
| 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 guidelines (directors): Required to own at least 5x annual cash retainer ($675,000); compliance reviewed annually; Board members collectively own 5.6% of outstanding shares.
Performance Compensation
- Directors: No performance-based awards disclosed; annual equity granted as DSUs that vest on grant date (settlement deferred), with optional deferral of cash retainer into DSUs. No TSR/revenue/ESG linkage for director awards disclosed.
- Company’s executive LTIP metrics (for context on pay-for-performance across STLD, not applied to directors): | Performance Measure | Weight | Calculation | |---|---:|---| | Revenue Growth | 25% | YoY revenue change divided by prior period revenue | | Operating Margin | 25% | Operating income / revenue | | Cash From Operations as % of Revenue | 25% | CFO / revenue | | After-Tax ROIC | 25% | Net income / (avg current maturities + LT debt + total equity) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | None disclosed |
| Interlocks with competitors/suppliers/customers | None disclosed in proxy |
Expertise & Qualifications
- Deep operating and manufacturing expertise; designed, built, and started multiple steel mills and divisions.
- Senior executive leadership and strategic project execution across long-products, structural & rail, and flat roll operations.
- Recognized sector leadership (AIST President; SMA Chairman; industry awards).
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Richard P. Teets, Jr. | 5,143,895 | 3.4% | Includes 93,119 shares owned by spouse |
- Director ownership policy: Minimum $675,000 in STLD stock for non-employee directors; evaluated annually; expected timely compliance.
- Pledging/hedging: No pledges disclosed; insider trading policy and prohibitions referenced in filings.
Governance Assessment
- Alignment: Very strong “skin-in-the-game” with 3.4% beneficial ownership (significant absolute stake), exceeding typical director ownership thresholds and supporting long-term alignment.
- Independence and committee structure: As a non-independent founder, Teets does not sit on any Board committee; all committees are fully independent and meet in executive session, mitigating governance risks from non-independent directors.
- Engagement: Attendance thresholds met; Board conducted seven meetings in 2024; independent directors held four executive sessions, indicating active oversight cadence.
- Compensation structure: Director pay is balanced between cash retainer and DSUs; DSU deferral options and stock ownership guidelines foster alignment, with no performance metrics or discretionary bonuses disclosed for directors.
- Potential conflicts/related-party exposure: The Audit Committee reviews related-person transactions ≥$120,000; the Board reported independence determinations for independent directors and ongoing related-party oversight; no specific related-party transactions tied to Teets disclosed.
- Red flags: Non-independent founder presence on the Board; substantial ownership can concentrate influence. Mitigants include independent lead director role, fully independent committees, and quarterly executive sessions of independent directors.