NUCOR CORP (NUE)
Sector: Materials
2026 Annual Meeting Analysis
NUCOR CORP · Meeting: May 14, 2026
Directors FOR
6
Directors AGAINST
2
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of the eight nominees as directors
Against Analysis
Koellner has served since 2015 and the 3-year TSR trigger fires with NUE trailing the peer group by 44.9 percentage points, exceeding the 35pp threshold for low-positive absolute TSR; while the 5-year TSR mitigant would normally apply, Koellner is flagged independently for overboarding — she currently sits on four public company boards (Nucor, Goodyear, Papa John's, and Celestica), which exceeds the policy limit of three outside public board seats for a non-executive director; either trigger independently supports an AGAINST vote.
West has served since 2019 (7 years) and the 3-year TSR trigger fires (-44.9pp vs. 35pp threshold); while the 5-year TSR mitigant would otherwise apply, West is independently disqualified under the overboarding policy — she currently sits on four public company boards (Nucor, Tempus AI, Johnson & Johnson, and Tenet Healthcare), which exceeds the three outside-board limit for a non-executive director; this overboarding concern stands regardless of TSR performance.
For Analysis
Clayton joined in 2021 (about 5 years tenure), the 3-year TSR trigger fires against the peer group (-44.9pp vs. 35pp threshold), but the 5-year TSR check shows NUE outperforming peers by +48.2pp — well below the 35pp underperformance threshold — so the 3-year underperformance appears transient against a strong 5-year record, and the vote is downgraded to FOR; no overboarding, attendance, or qualification concerns.
Dempsey has served since 2016 (9 years); the 3-year TSR trigger fires (-44.9pp vs. 35pp threshold), but the 5-year TSR mitigant applies because NUE's 5-year TSR outperforms the peer median by +48.2pp (well within the 35pp threshold), indicating the recent underperformance is transient within a strong longer-term record; no overboarding, attendance, or qualification concerns.
Gangestad joined in 2023 and has been on the board for approximately 3 years; while the 3-year TSR trigger technically fires, his tenure barely reaches 3 years and the 5-year TSR mitigant fully resolves the trigger (NUE outperforms peers by +48.2pp over 5 years); as a recently joined director with strong CFO/finance credentials, there are no overboarding or qualification concerns.
Kearney has served since 2008 (17 years) and the 3-year TSR trigger fires (-44.9pp vs. 35pp threshold); however, the 5-year TSR mitigant applies — NUE's 5-year total shareholder return outperforms the peer median by +48.2pp, well within the threshold, indicating the 3-year shortfall is a recent development within an otherwise strong long-term record; no overboarding (holds one outside public board seat) or attendance concerns.
Lamach joined in 2022 (4 years tenure); the 3-year TSR trigger fires (-44.9pp vs. 35pp threshold), but the 5-year TSR mitigant applies — NUE's 5-year TSR outperforms the peer median by +48.2pp, confirming the recent underperformance is transient; while he holds 3 outside public board seats (Columbus McKinnon, Honeywell, PPG), this is within the policy limit; no other concerns.
Topalian has served as director since 2020 (6 years) and the 3-year TSR trigger fires (-44.9pp vs. 35pp threshold); however, the 5-year TSR mitigant applies — NUE's 5-year TSR outperforms the peer median by +48.2pp, well within the threshold, indicating the shortfall is recent and transient against a strong long-term track record; as the CEO/Chair, his compensation is evaluated separately under Say on Pay; no overboarding concern (holds one outside public board seat at PPG).
The policy votes FOR six of eight directors, primarily because the 5-year TSR mitigant resolves the 3-year peer underperformance trigger for most nominees — NUE's 5-year total shareholder return outperforms peers by +48.2pp, indicating the recent shortfall is transient. Two directors (Koellner and West) receive AGAINST votes due to overboarding — each currently sits on four public company boards, exceeding the policy limit of three outside public board seats for non-executive directors.
Say on Pay
✓ FORCEO
Leon J. Topalian
Total Comp
$14,945,471
Prior Support
86%%
CEO total compensation of approximately $14.9 million is reasonable for the head of a $37 billion Basic Materials company with a heavily variable pay structure — roughly 78% of target pay is performance-based, well above the 50-60% threshold the policy requires. Prior Say on Pay support was a strong 86% at the 2025 annual meeting, well above the 70% threshold that would require a response. The pay-for-performance alignment is sound: Nucor's annual incentive and long-term incentive plans use multi-year ROAIC rankings and ROE benchmarked against steel and general industry peers, with actual 2025 payouts at roughly 130-177% of target reflecting legitimate above-median performance rather than formulaic maximums, and no concerns exist around clawback policy quality or equity dilution.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
37 yrs
Audit Fees
$6,322,638
Non-Audit Fees
$417,700
PricewaterhouseCoopers has been Nucor's auditor since 1989 — a relationship of 37 years — which exceeds the policy's 25-year tenure threshold that raises independence concerns. The non-audit fee ratio is not a concern (non-audit fees of approximately $417,700 are about 6.6% of audit fees of $6.3 million, well below the 50% threshold), and PwC is an appropriate Big 4 firm for a company of Nucor's size, but the proxy does not provide a specific and compelling rationale for continuing this exceptionally long engagement, so the tenure trigger governs.
Overall Assessment
The 2026 Nucor ballot contains three standard proposals: director elections, auditor ratification, and Say on Pay. The policy votes FOR Say on Pay given a well-structured performance-based program and strong prior shareholder support; votes AGAINST auditor ratification because PricewaterhouseCoopers' 37-year tenure far exceeds the policy's 25-year independence threshold; and votes FOR six of eight director nominees, with AGAINST votes for Koellner and West solely due to overboarding (each serves on four public company boards), while the 3-year TSR underperformance trigger is resolved for all other directors by a strong 5-year track record showing NUE outperforming peers by over 48 percentage points.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing