Sheree Bargabos
STEEL DYNAMICSAbout Sheree L. Bargabos
Independent director of Steel Dynamics, Inc. (STLD) since 2018; age 69. She holds a B.S. in Chemistry from McGill University and an MBA from Babson College. She brings a strong background in industrial operations, safety practices, commercial platforms, employee matters, and operational excellence, and serves on the Audit Committee and Compensation Committee; the Board has determined all Audit members (including Ms. Bargabos) qualify as “audit committee financial experts.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Owens Corning (Roofing & Asphalt Division) | President, Roofing & Asphalt (managed $2B segment; 2,000 employees across 14 plants) | 2002–2012 | Led large-scale industrial operations and safety/commercial platforms |
| Owens Corning | Vice President, Customer Experience, Roofing | 2013–2015 | Facilitated leadership transition; customer/employee engagement focus |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PGT Innovations, Inc. | Director | 2016–2024 | Not disclosed in STLD proxy |
| — | Current public company boards | None | — |
Board Governance
- Independence and committees: Independent director; member of Audit and Compensation Committees; all committee members are independent. The Board also determined each Audit Committee member is an “audit committee financial expert.”
- Meetings and attendance: Board held seven meetings in 2024; independent directors met in executive session four times; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting except Ms. Hamann (implying Ms. Bargabos attended).
- Committee activity cadence: Audit Committee (8 meetings in 2024); Compensation Committee (5 meetings).
- Governance architecture: Board has a Lead Independent Director; committees are 100% independent; independent directors meet at least quarterly in executive session.
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Annual cash retainer | $135,000 |
| Committee chair fees | $0 (not a chair) |
| Total cash paid | $135,000 |
Context – standard 2024 director retainers: Non‑employee director $135,000; Lead Independent Director $175,000; Committee Chair fees: Audit $25,000; Compensation $20,000; Corporate Governance & Nominating $20,000.
Performance Compensation (Director Equity)
| Grant | Grant date | Type | Quantity/Terms | Grant date fair value | Vesting/Settlement |
|---|---|---|---|---|---|
| Annual director equity | June 1, 2024 | DSUs | 1,233 DSUs | $165,062 | Vested in full on grant; settlement deferred per advance election |
- Program mechanics: Annual DSU award is made as of June 1; number of DSUs determined by dividing the equity retainer by the prior business day closing price; directors may elect to defer cash retainers into DSUs; DSUs vest at grant and settle on elected deferral date into shares 1-for-1. No performance metrics are tied to director equity.
Other Directorships & Interlocks
- Current public company boards: None. Formerly PGT Innovations, Inc. (2016–2024).
- Related-party and interlocks at STLD: 2024 related-person disclosures included family employment relationships and transactions with Union Pacific (director Hamann’s employer), but none involved Ms. Bargabos.
- Compensation Committee interlocks: None reported for 2024.
Expertise & Qualifications
- Board-identified qualifications: Industrial operations, safety practices, commercial platforms, employee matters, operational excellence.
- Board skills matrix indicators include: Public company experience, senior executive leadership, accounting/finance, operating/manufacturing, strategic initiatives, health & safety, environmental.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/6/2025) | 23,625 shares (0.0% of class) |
| Reference share price (12/31/2024) | $114.07 (proxy valuation for award tables) |
| Estimated value of holdings | ≈$2.695 million (23,625 × $114.07) |
| Hedging/pledging | Prohibited; no directors or officers have hedged or pledged shares. |
| Director ownership guideline | 5× annual cash retainer ($135,000) = $675,000 requirement. |
| Apparent compliance | Holdings materially exceed $675,000 based on proxy share price. |
Insider Trades
| Period | Notes |
|---|---|
| 2024–2025 YTD | Proxy states Section 16(a) filing compliance for directors/officers (no specific Form 4 transactions detailed in proxy). For transaction-level details, review Form 4 filings on EDGAR. |
Governance Assessment
- Strengths for investor confidence:
- Independent director on two critical oversight committees (Audit and Compensation); Board deems Audit members “financial experts.”
- Attendance and engagement: Board/committee attendance at least 75% for all directors; she attended the 2024 Annual Meeting.
- Alignment: Significant personal ownership (~$2.695M), comfortably above the 5× retainer ownership guideline ($675k). Hedging prohibited; no pledging by directors.
- Pay structure for directors is simple, transparent (cash retainer + annual DSUs) with immediate vesting and elective deferral; no performance or option awards that could misalign incentives.
- Broader governance context is favorable: independent committees; Lead Independent Director; quarterly executive sessions; 92% say‑on‑pay support in 2024; independent comp consultant (Pearl Meyer).
- No related-party transactions involving Ms. Bargabos disclosed.
- Watch items:
- Tenure increasing (Director since 2018), though the Board shows active refreshment overall; continue monitoring committee composition and refresh cycles.
- Director equity vests at grant (via DSUs), which is standard for directors; ensure continued robust ownership (policy at 5× retainer) maintains alignment.