Traci Dolan
STEEL DYNAMICSAbout Traci M. Dolan
Traci M. Dolan is an independent director of Steel Dynamics, Inc. (STLD), serving on the Board since 2012; she is 67 years old and currently chairs the Audit Committee and sits on the Corporate Governance & Nominating Committee . The Board has determined she meets all independence standards and that all members of the Audit and Compensation Committees meet heightened SEC/Nasdaq independence criteria . Ms. Dolan brings deep accounting and finance expertise with public-company regulatory experience, including executive compensation and risk management, plus understanding of IT and cybersecurity risk relevant to audit oversight . She previously held senior roles at ExactTarget, including Chief Administrative Officer and Corporate Secretary (2011–2014) and earlier served as principal financial officer, with responsibilities spanning HR, executive compensation, legal/governance, FP&A, tax, and treasury . The Board states all Audit Committee members (including Ms. Dolan) qualify as “audit committee financial experts” under Item 407 of Regulation S‑K . Education: B.S. in Business, Indiana University (1981) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ExactTarget, Inc. (a Salesforce company) | Chief Administrative Officer & Corporate Secretary; prior principal financial officer | 2004–2014 (CAO & Corporate Secretary 2011–2014) | Led HR, executive compensation, legal/governance, real estate, risk management, shareholder relations; earlier led finance, planning, accounting, tax, and treasury |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current outside public company directorships disclosed |
Board Governance
- Committee leadership: Audit Committee Chair; member, Corporate Governance & Nominating Committee .
- Committee cadence and scope: Audit Committee met eight times in 2024 and oversees financial reporting, internal controls, auditor appointment/performance, cybersecurity risk, and related-party transaction policy; all members are independent and designated “audit committee financial experts” .
- Corporate Governance & Nominating Committee met four times in 2024 and oversees board composition/refreshment, director nominations, governance policies, and decarbonization/sustainability oversight with semi-annual progress reviews .
- Independence and composition: Seven of nine nominees are independent; committees are 100% independent; Board has a Lead Independent Director .
- Attendance and engagement: Board held seven meetings in 2024; all directors attended ≥75% of Board and committee meetings; independent directors held four executive sessions; all directors attended the 2024 Annual Meeting except Ms. Hamann (scheduling conflict) .
- Investor voice: Company engaged top holders representing >50% of shares in 2024 on governance/ESG topics .
| Committee | Role | 2024 Meetings | Selected Oversight Responsibilities |
|---|---|---|---|
| Audit | Chair | 8 | Financial reporting/controls, auditor oversight, compliance, cybersecurity risk, related-party policy |
| Corporate Governance & Nominating | Member | 4 | Board composition/refreshment, governance policies, decarbonization/ESG oversight |
Fixed Compensation (Director)
| Year | Cash Retainer | Chair/Lead Fees | Total Cash | Notes |
|---|---|---|---|---|
| 2024 | $135,000 | $25,000 (Audit Chair) | $160,000 | Standard non-employee cash retainer $135k; Audit Chair adds $25k; no meeting fees |
Retainer schedule (program terms): Non-employee director $135,000; Lead Independent Director $175,000; Committee chairs: Audit $25,000; Compensation $20,000; Corporate Governance & Nominating $20,000 .
Performance Compensation (Director equity)
| Grant Type | Grant Date (2024) | Shares/Units | Grant-Date Fair Value | Vesting/Settlement Terms |
|---|---|---|---|---|
| Annual DSU award | June 1 | 1,233 | $165,062 | DSUs vest in full on grant date; settlement deferred per director election into common shares one-for-one |
- Directors may elect to convert some or all cash retainers into additional DSUs; in 2024 Hamann, Marcuccilli, and Sierra elected DSUs for portions of cash; no such election disclosed for Ms. Dolan .
Other Directorships & Interlocks
- Other public company boards: None for Ms. Dolan (reduces interlock risk) .
- Compensation Committee interlocks: Company disclosed no interlocks during 2024 (company-wide disclosure) .
Expertise & Qualifications
- Accounting/finance and financial management; executive compensation and regulatory compliance; risk management; IT/cybersecurity risk .
- Audit committee financial expert designation applies to all Audit Committee members (including Ms. Dolan) .
Equity Ownership
| Measure | Amount | As-Of Date | Source |
|---|---|---|---|
| Beneficial ownership (shares) | 57,910 | March 6, 2025 (record date) | |
| Percent of shares outstanding | 0.0% | March 6, 2025 | |
| Most recent Form 4 holdings (shares) | 59,911 | Oct 10, 2025 transaction (filed Oct 14, 2025) | https://www.sec.gov/Archives/edgar/data/1022671/000102267125000019/0001022671-25-000019-index.htm |
| Shares pledged as collateral | None (directors and executive officers) | Policy status at proxy date | |
| Director ownership guideline | ≥5× cash retainer ($675,000) | Policy; five-year compliance window | |
| Compliance status | Board states each director has satisfied or will satisfy on a timely basis | 2024 policy review |
Recent insider Form 4 activity for Ms. Dolan (illustrative sample):
- 2025-10-10: A (award) 143 shares; post-transaction holdings 59,911; filed 2025-10-14 [Common Stock] https://www.sec.gov/Archives/edgar/data/1022671/000102267125000019/0001022671-25-000019-index.htm
- 2025-07-11: A (award) 154 shares; holdings 59,768; filed 2025-07-14 [Common Stock] https://www.sec.gov/Archives/edgar/data/1022671/000106299325012816/0001062993-25-012816-index.htm
- 2025-06-02: A (award) 1,504 shares; holdings 59,614; filed 2025-06-03 [Common Stock] https://www.sec.gov/Archives/edgar/data/1022671/000106299325010794/0001062993-25-010794-index.htm
- 2024-10-11: A (award) 169 shares; holdings 57,726; filed 2024-10-11 [Common Stock] https://www.sec.gov/Archives/edgar/data/1022671/000106299324017588/0001062993-24-017588-index.htm
- 2024-06-03: A (award) 1,233 shares; holdings 57,392; filed 2024-06-03 [Common Stock] https://www.sec.gov/Archives/edgar/data/1022671/000106299324011625/0001062993-24-011625-index.htm
Policy constraints: Hedging prohibited; pledging severely limited and subject to Audit Committee pre-approval; no directors or executive officers have hedged or pledged company stock .
Director Compensation (Detail)
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $160,000 |
| Stock Awards (DSUs) | $165,062 |
| Total | $325,062 |
Program features:
- Annual DSU grant sized by dividing equity retainer amount by closing price prior to June 1; DSUs settle into common shares at the elected deferral date .
- Directors can defer up to 100% of cash retainer into DSUs under pre-election rules .
Related-Party & Conflicts Check
- The Audit Committee maintains the related-person transaction policy and approves/oversees any such transactions under Item 404; it also oversees ongoing monitoring for related-party issues .
- 2024 related-party transactions disclosed involve certain executives/family members and Union Pacific (linked to another director); none involve Ms. Dolan .
- The Board affirmatively determined that independent directors, including Ms. Dolan, have no relationships that impair independence .
Say-on-Pay & Shareholder Feedback
- Say-on-pay received 92% support at the 2024 Annual Meeting, signaling strong shareholder alignment on compensation practices .
- The company conducted targeted governance outreach in 2024 to top holders representing over 50% of shares .
Governance Assessment
- Strengths: Independent Audit Chair with “financial expert” credentials; robust audit scope including cybersecurity and related-party oversight; strong attendance; transparent investor engagement; clear director ownership policy (≥5× retainer) with no hedging/pledging permitted .
- Alignment: Meaningful personal share ownership (57,910 shares at 2025 record date; 59,911 on latest Form 4) and ongoing DSU awards; director pay is balanced between cash and equity with no meeting fees, aligning incentives with shareholders https://www.sec.gov/Archives/edgar/data/1022671/000102267125000019/0001022671-25-000019-index.htm.
- Potential watch items: Tenure is 12 years (Board average among independent directors is 8; total board average 13), though the Board maintains refreshment policies and has added newer members; no specific concerns disclosed regarding Ms. Dolan .
RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or compensation anomalies for Ms. Dolan .