Theresa Wagler
Executive Vice President, Chief Financial Officer and Corporate Secretary at 
STEEL DYNAMICS
STEEL DYNAMICSExecutive
About Theresa Wagler
Theresa E. Wagler is Executive Vice President, Chief Financial Officer and Corporate Secretary of Steel Dynamics, Inc., serving as CFO since May 2007 and having joined the company’s corporate finance team in 1998 after beginning her career as a certified public accountant at Ernst & Young LLP. She holds a bachelor’s degree in accounting and systems analysis (cum laude) from Taylor University and oversees accounting, taxation, treasury, risk management, legal, IT and cybersecurity, human resources, decarbonization strategy, strategic business development, FP&A, IR, and corporate communications, with various operational joint venture oversight as well as external board service at CF Industries Holdings, Inc. (Audit Chair; Environmental Sustainability & Community Committee) . Company performance context: in 2024 Steel Dynamics delivered net sales of $17.5B, operating income of $1.9B, and net income of $1.5B, with three-year after-tax ROIC of 23%; Company Total Shareholder Return (CAP-based $100 investment series) stood at $371 vs peer group $249 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Steel Dynamics, Inc. | Executive Vice President, Chief Financial Officer & Corporate Secretary | Since May 2007 | Expanded scope beyond finance to include risk mgmt, IT/cybersecurity, HR, decarbonization strategy, business development, FP&A, IR, and JVs oversight . |
| Steel Dynamics, Inc. | Chief Accounting Officer; VP & Corporate Controller; other finance roles | 1998–2007 | Built internal finance and control infrastructure supporting scaling operations and capital allocation . |
| Ernst & Young LLP | Certified Public Accountant | Pre-1998 | Public accounting foundation; audit and advisory experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CF Industries Holdings, Inc. | Director; Audit Committee Chair; member, Environmental Sustainability & Community Committee | Current | Financial oversight and ESG governance at a large industrial public company . |
| Trine University | Trustee | Current | Higher-education governance and community engagement . |
| Metals Service Center Institute | Director | Current | Industry network and policy insights . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 730,000 | 775,000 | 805,000 |
| All Other Compensation ($) | 148,900 | 99,381 | 70,359 |
| Total Compensation ($) | 5,481,596 | 5,912,131 | 6,255,865 |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Outcome
| Component | Metric | Weighting | Target | Actual (2024) | Payout (% of Base) | Payout ($) | Vesting/Settlement |
|---|---|---|---|---|---|---|---|
| Corporate Bonus Pool | Adjusted Net Income above threshold ROE; pool size = 5.5% of Adjusted NI after 10% ROE threshold on $9.1B average equity | 100% | 175% of base salary for Corporate Executive Officer | Exceeded thresholds; Committee awarded maximum based on strong results | 350% | 2,817,500 | Portion eligible as restricted stock; all NEOs elected cash (paid Feb 1, 2025) . |
AIP design details: threshold shareholder return on Average Stockholders’ Equity maintained at 10%; fixed percentage of Adjusted Net Income allocated at 5.5% to the Bonus Pool; Average Stockholders’ Equity computed at $9.1B; Corporate executive awards based entirely on Bonus Pool; divisional ROA component applies to certain divisional executives (not CFO) .
Long-Term Incentive Plan (LTIP) – 2024 Grant and 2022 Cycle Payout
| LTIP Cycle | Metric | Weighting | Target for Wagler | Maximum for Wagler | Actual | Vesting |
|---|---|---|---|---|---|---|
| 2024–2026 (granted 02/22/2024) | Revenue Growth | 25% | 11,848 target shares | 23,695 max shares | TBD (relative ranking determines payout 0–100% per metric) | Shares earned vest upon determination (~mid-March 2027) . |
| 2024–2026 (granted 02/22/2024) | Operating Margin | 25% | 11,848 target shares | 23,695 max shares | TBD | Vest ~Mar 2027 . |
| 2024–2026 (granted 02/22/2024) | Cash From Operations as % of Revenue | 25% | 11,848 target shares | 23,695 max shares | TBD | Vest ~Mar 2027 . |
| 2024–2026 (granted 02/22/2024) | After-Tax ROIC | 25% | 11,848 target shares | 23,695 max shares | TBD | Vest ~Mar 2027 . |
| 2022–2024 (payout determined Mar 2025) | Aggregate of four measures vs peer set | Equal weights | Granted per 2022 cycle | Granted per 2022 cycle | 100% of maximum; Wagler earned 35,518 shares | Earned based on top-tier relative performance vs CMC, CLF, NUE, Metallus, X . |
Payout matrix per metric: 1st/2nd=100%; 3rd=60%; 4th=40%; 5th/6th=0 .
RSU Awards (Time-based)
| Grant Date | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|
| 02/22/2024 | 9,262 | 1,086,249 | 1/3 after 2 years; 1/3 after 3 years; 1/3 after 4 years . |
| 11/21/2024 | 484 | 68,007 | 2-year vest (companywide annual RSU program) . |
Equity Ownership & Alignment
- Beneficial ownership: 462,261 shares (0.3% of class) as of March 6, 2025; Directors and executive officers as a group (17) held 6.3% .
- Stock ownership guidelines: CFO required to hold ≥3x base salary; all NEOs met requirements (average hold 67x); CEO holds 223x; once above threshold, NEOs may elect cash in lieu of restricted stock under AIP .
- Hedging/pledging: Prohibited; severe limitation and pre-approval for any pledging; no directors or executive officers have hedged or pledged shares .
- Outstanding/unvested awards at 12/31/2024 (selected): PSUs/RSUs include 11,848 (LTIP 2024), 9,262 (RSU 2024), 484 (RSU 2024), plus prior cycles (e.g., 12,215 and 9,283 from 2023 grants); market values provided at $114.07 year-end price (e.g., $1,351,501 and $1,056,516 for 2024 LTIP/RSU tranches) .
Employment Terms
- Employment arrangement: At-will, without written employment agreement; informal policy presumes initial two calendar-year term and rolling one-year extensions unless non-renewal notice delivered by Oct 1 (guaranteed salary term ranges 15–27 months based on timing) .
- Change-in-control: Double-trigger plan with specified payments/benefits if terminated without cause or for good reason within 6 months prior to or 24 months post-CIC; no excise tax gross-ups; awards and benefits aligned to retain executives through transactions .
- Clawback: Dodd-Frank compliant compensation recovery policy covering “Big R” and “little r” restatements within prior three fiscal years; applies to incentive-based compensation for executives .
- Profit sharing and 401(k): Company profit-sharing pool equals 8% of consolidated pre-tax income; matching contributions ranged with average 44% of individual contributions; All Other Compensation for Wagler reflects plan contributions (companywide figures and Wagler totals disclosed) .
- Insider trading and blackout periods: Strict policy; grant timing avoids blackout windows and proximity to material non-public information .
Compensation Structure Analysis
- Mix and risk: Highly levered performance-based design; no guaranteed bonuses; majority of pay at risk (corporate AIP and relative-performance LTIP); equity heavy vs cash to align with TSR and ROIC goals .
- Metrics integrity: No discretionary adjustments to metrics in 2024; AIP thresholds maintained; LTIP peer- and metric-set established within first 90 days of cycle .
- Instruments: Shift toward RSUs and PSUs; no option repricing/backdating; options not a current focus of awards .
- Peer benchmarking: Pearl Meyer retained; peer group includes AGCO, Alcoa, Cleveland-Cliffs, CMC, Cummins, Freeport-McMoRan, ITW, Newmont, Nucor, PACCAR, Parker-Hannifin, Reliance, U.S. Steel .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay: 92% approval at 2024 annual meeting; program retained materially unchanged given support .
- Investor engagement: Outreach to top institutional holders (>50% of outstanding shares) on governance, strategy, decarbonization, pay-for-performance .
- Best practices: Stock ownership requirements, clawback, double-trigger CIC, no excise tax gross-ups, hedging/pledging prohibitions, payout caps, annual risk assessment .
Performance & Track Record
- 2024 operating performance: Net sales $17.5B; operating income $1.9B; net income $1.5B; cash from operations $1.8B; liquidity $2.2B; capex $1.9B; share repurchases $1.2B (6% of shares) .
- Strategic execution: Sinton EAF mill ~80% utilization year-end 2024 and ~90% early 2025; progressing four flat roll coating lines; aluminum mill commissioning with first ingot Jan 2025 .
- Pay-versus-performance: CAP vs TSR charts indicate alignment; Company TSR series at $371 (vs peer $249) in 2024 on $100 initial investment basis; net income $1,537M (2024) within disclosed table .
Equity Ownership Details (as of Mar 6, 2025)
| Holder | Shares | % of Class |
|---|---|---|
| Theresa E. Wagler | 462,261 | 0.3% |
Investment Implications
- Alignment: Strong pay-for-performance architecture with clearly quantified thresholds (AIP 10% ROE minimum; fixed pool %) and rigorous relative LTIP metrics (Revenue Growth, Operating Margin, CFOps/Revenue, ROIC) supports long-term value creation and ties outcomes directly to shareholder returns .
- Retention risk: Multi-year vesting (RSUs over 2/3/4 years; LTIP vests ~Mar 2027) and meaningful personal equity ownership (0.3% of shares; exceeds 3x salary guideline) reduce near-term attrition risk; double-trigger CIC and no tax gross-ups further align incentives without undue golden parachute risk .
- Trading signals: Known compensation timing (AIP cash paid Feb 1; RSU grants Nov 21; LTIP determinations mid-March of vest year) creates predictable windows around which to monitor Form 4 activity and potential selling pressure; hedging/pledging prohibitions and high ownership multiples mitigate forced selling dynamics .
- Execution: 2022 LTIP paid at 100% of maximum (Wagler earned 35,518 shares), reflecting superior relative performance; continued strength in 2024 fundamentals and capital returns (dividend growth; buybacks) bolster confidence in sustained LTIP achievement potential .