Nucor : 2025 Proxy Statement

Published: 2025-03-24 09:16:05 ET NUE

1915 Rexford Road

Charlotte, North Carolina 28211

Phone 704.366.7000

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

The 2025 annual meeting of stockholders (the "Annual Meeting") of Nucor Corporation ("Nucor," "we," "us" or "our") will be held at 9:00 a.m., Eastern Time, on Thursday, May 8, 2025 via live audio webcast at www.virtualshareholdermeeting.com/NUE2025, for the following purposes:

Stockholders as of the close of business on March 10, 2025 are entitled to receive notice of, and to vote at, the Annual Meeting by visiting www.virtualshareholdermeeting.com/NUE2025. To participate in the Annual Meeting via live audio webcast, you will need the 16-digit control number, which can be found on the proxy card, voting instruction form or notice provided or the instructions that you receive by e-mail. If you hold your shares in the name of a broker, bank, trustee or other nominee, you may contact your broker, bank, trustee or other nominee for assistance with your control number.

Nucor has designed the format of the Annual Meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would have at an in-person meeting, using online tools to ensure stockholder access and participation. Specifically, stockholders participating in the Annual Meeting will be able to vote their shares electronically and to submit questions during the meeting using the directions on the virtual meeting site, www.virtualshareholdermeeting.com/NUE2025, that day. Individuals interested in attending the Annual Meeting and who do not have a control number may register as a guest on the virtual meeting site but will not be able to vote or to submit questions during the meeting. The Annual Meeting will begin promptly at 9:00 a.m., Eastern Time. Please allow ample time for the online check-in process.

Whether or not you plan to participate in the Annual Meeting, we strongly encourage you to vote as soon as possible to ensure that your shares are represented at the meeting. The accompanying Proxy Statement explains more about voting. Please read it carefully.

This year we will once again be using the Securities and Exchange Commission rule that allows us to provide proxy materials to our stockholders via the Internet. By doing so, most of our stockholders will only receive a notice of the Annual Meeting containing instructions on how to access the proxy materials via the Internet and to vote online, by telephone or by mail. If you would like to receive a paper or e-mail copy of the proxy materials, you should follow the instructions in the notice for requesting a copy.

By order of the Board of Directors,

A. Rae Eagle

Vice President and

Corporate Secretary

March 24, 2025

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on May 8, 2025

The Notice of 2025 Annual Meeting of Stockholders and Proxy Statement and the 2024 Annual Report to Stockholders are available at www.proxyvote.com.

YOUR VOTE IS VERY IMPORTANT. TO ENSURE THAT YOU WILL BE REPRESENTED AT THE ANNUAL

MEETING, PLEASE SUBMIT YOUR PROXY AS SOON AS POSSIBLE VIA THE INTERNET,

BY TELEPHONE OR BY MAIL.

Dear fellow stockholders,

I appreciate your investment in Nucor and the vote of confidence in our team that it represents.

Your time is valuable, so allow me to briefly share what I most want you to know before you vote:

We therefore ask for your vote in favor of the items described in this Proxy Statement, welcome your input at any time of year, and thank you for your support.

Sincerely,

Leon J. Topalian

Chair, President and Chief Executive Officer

THE WORLD'S MOST SUSTAINABLE

STEEL AND STEEL PRODUCTS

MANUFACTURER

WHAT DOES IT MEAN TO BE SUSTAINABLE?

Sustainability is synonymous with the viability of a company, community, institution or societal practice over the long-term. It is generally thought of as a form of ethics that accommodates the economic, social and environmental needs of both current and future generations.

OUR COMMITMENT

Nucor's commitment to Sustainability is at the heart of our mission as it guides both our actions today and the strategy that lays the foundation for our future.

ECONOMIC

SOCIAL

ENVIRONMENTAL

10% EPS compound annual growth rate

+ 90% Retention rate

Steel made from ~77% recycled content

("CAGR") since 1999

11% Dividend CAGR since 1999

42% Improvement in safety over the last five

CO2 intensity 40% of the global average

years

Nucor's scholarship program has

Founded the Global Steel Climate Council

Strongest credit ratings in the Industry

granted more than 27,000 students

to lead industry decarbonization

~$134 million since inception in 1974

OUR MISSION

GROW THE CORE

EXPAND BEYOND

Modernizing and growing our fleet

Expanding into new products and

of industry leading EAF steel mills

markets that leverage Nucor's

and downstream, value-added

steelmaking heritage and our

finishing capabilities to serve an

core competency as a leading

even wider array of customer needs

industrial manufacturer.

for the next 50 years and beyond.

LIVE OUR CULTURE

Recognizing, by our actions

and words that:

1. Nucor teammates are the true source of value creation

for Nucor stockholders.

2. We must earn the trust of our partners and stakeholders every day.

OUR CHALLENGE IS TO BECOME THE WORLD'S SAFEST STEEL COMPANY

We live each day with gratitude for the families, customers and partners that make our work possible.

Table of Contents

Proxy Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Proposal 1: Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Information Concerning Experience, Qualifications, Attributes and Skills of the Nominees . . . . . . . . . . . . . . . . 4 Our Director Nominees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Security Ownership of Management and Certain Beneficial Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Corporate Governance and Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Report of the Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm . . . . . . . . . . . . . 24 Executive Officer Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Grants of Plan-Based Awards Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Outstanding Equity Awards at Fiscal Year-End Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Options Exercised and Stock Vested Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Nonqualified Deferred Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Post-Termination Payments Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Pay Ratio Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Pay Versus Performance Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Report of the Compensation and Executive Development Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 Equity Compensation Plan Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Proposal 4: Approval of the Nucor Corporation 2025 Omnibus Incentive Compensation Plan . . . . . . . . . . . . . . . 57 General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 Appendix A: Nucor Corporation 2025 Omnibus Incentive Compensation Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

iii

PROXY SUMMARY

The summary below highlights information contained elsewhere in this Proxy Statement. As the summary does not contain all of the information that you should consider, please refer to the complete Proxy Statement before voting.

2025 Annual Meeting of Stockholders

Time & Date: 9:00 a.m., Eastern Time, on Thursday, May 8, 2025

Place:The Annual Meeting will be a virtual meeting, conducted exclusively via live audio webcast at www.virtualshareholdermeeting.com/NUE2025

Record Date:

March 10, 2025

Proxy Materials: As set forth in more detail on page 64 of this Proxy Statement, "General Information - Delivery of Proxy Materials," proxy materials for the Annual Meeting were sent to stockholders beginning March 24, 2025

Who Can Vote: Stockholders as of the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting

Voting Matters

Page No. for

Board Vote

Additional

Proposals

Recommendation

Information

1. Election of eight directors nominated by the Board of Directors

FOR each nominee

3, 64

2. Ratification of the appointment of PricewaterhouseCoopers LLP to

FOR

24, 64

serve as our independent registered public accounting firm for 2025

3. Advisory vote to approve Nucor's named executive officer

FOR

56, 65

compensation in 2024

4. Approval of the Nucor Corporation 2025 Omnibus Incentive

FOR

57, 65

Compensation Plan

Director Nominees (page 3)

Director

Name

Age

Since

Professional Background

Independent

Norma B. Clayton

2021

Retired Vice President, The Boeing Company

Yes

Patrick J. Dempsey

2016

Retired President and CEO, Barnes Group Inc.

Yes

Nicholas C. Gangestad

2023

Retired Senior Vice President and CFO, Rockwell

Yes

Automation, Inc.

Christopher J. Kearney

2008

Retired Executive Chairman, Otis Worldwide

Yes

Corporation

Laurette T. Koellner

2015

Retired President, Boeing International

Yes

Michael W. Lamach

2022

Retired Chairman and CEO, Trane Technologies plc

Yes

Leon J. Topalian

2020

Chair, President and CEO, Nucor Corporation

Nadja Y. West

2019

Retired Lieutenant General, U.S. Army

Yes

2025 Proxy Statement 1

Corporate Governance Highlights (page 11)

Our commitment to good corporate governance stems from our belief that a strong governance framework creates long-term value for our stockholders. Our governance framework includes the following highlights:

Board and Governance Information

Highly qualified and engaged Board with

Yes

Empowered independent lead director

Yes

relevant expertise to oversee our business

with clearly articulated responsibilities

and strategy

Size of current Board

Robust annual self-evaluations of Board,

Yes

Board committees, Chair and CEO, and

Lead Director

Current number of independent directors

Average age of current directors

Average tenure of current directors

6.6 Years

Current percentage of women and minority

38%

Board members

Supermajority threshold for mergers

Yes

Proxy access

Yes

Stockholder action by written consent

Yes

Poison pill

All directors stand for annual election

Yes

Stock ownership guidelines for

Yes

non-employee directors and executive

officers

Majority vote resignation policy in

Yes

uncontested director elections

Number of Board meetings in 2024

Prohibition against hedging, short-selling

Yes

and pledging

Executive Officer Incentive Compensation

Yes

Recoupment Policy aligned with SEC

clawback rules and related NYSE listing

requirements

Separate Chair and CEO

Comprehensive and strategic risk

Yes

oversight

Annual Meeting Attendance and Voting Instructions

The Annual Meeting is to be held at 9:00 a.m., Eastern Time, on Thursday, May 8, 2025. The Annual Meeting will be a virtual meeting, conducted exclusively via live audio webcast at www.virtualshareholdermeeting.com/ NUE2025.

To participate in the Annual Meeting via live audio webcast, you will need the 16-digit control number, which can be found on the proxy card, voting instruction form or notice provided or the instructions that you receive by e-mail. If you hold your shares in the name of a broker, bank, trustee or other nominee, you may contact your broker, bank, trustee or other nominee for assistance with your 16-digit control number. If you encounter any difficulties accessing the live audio webcast of the Annual Meeting during the online check-in process or during the meeting itself, including any difficulties with your 16-digit control number, please call the technical support number available on the virtual meeting site, www.virtualshareholdermeeting.com/NUE2025.

2 2025 Proxy Statement

PROPOSAL 1:

ELECTION OF DIRECTORS

The Board of Directors currently consists of eight members and has no vacancies. On the recommendation of the Governance and Nominating Committee, the Board has nominated the following eight persons for election at the Annual Meeting: Norma B. Clayton; Patrick J. Dempsey; Nicholas C. Gangestad; Christopher J. Kearney; Laurette T. Koellner; Michael W. Lamach; Leon J. Topalian; and Nadja Y. West. If elected, each nominee will serve until his or her term expires at the 2026 annual meeting of stockholders or until his or her earlier death, resignation or removal. All of the nominees are currently serving as directors and were elected to the Board at the 2024 annual meeting of stockholders. Each nominee has agreed to be named in this Proxy Statement and to serve if elected.

Shares represented by all proxies received by the Board of Directors and not marked to withhold authority to vote for the nominees will be voted for their election. The Board knows of no reason why any of the director nominees should be unable or unwilling to serve, but if that should be the case, proxies received will be voted for the election of such other persons, if any, as the Board may designate.

Majority Voting in Uncontested Director Elections. We have a majority vote standard in uncontested director elections in order to address "holdover" terms for any incumbent directors. Under our Corporate Governance Principles, in an uncontested director election, any nominee for director who is an incumbent director and receives a greater number of votes "withheld" from his or her election than votes "for" his or her election must promptly tender his or her resignation to the Corporate Secretary of the Company following certification of the stockholder vote for consideration by the Board of Directors. In such event, within 120 days following certification of the stockholder vote, the Board will decide, after taking into account the recommendation of the Governance and Nominating Committee (in each case excluding the nominee(s) in question), whether to accept the resignation. The Governance and Nominating Committee and the Board may each consider all factors it deems relevant in deciding whether to accept a director's resignation. Nucor will promptly disclose the Board's decision and the reasons therefor in a Form 8-K filing with the Securities and Exchange Commission (the "SEC"). The resignation policy set forth in the Company's Corporate Governance Principles does not apply to contested elections.

Vote Recommendation

The Board of Directors recommends a vote "FOR" the election of each of the eight director nominees named in this proposal.

2025 Proxy Statement 3

INFORMATION CONCERNING EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS

OF THE NOMINEES

The Board of Directors consists of a diverse group of individuals that provide dedicated and effective oversight of the Company. All of our director nominees possess integrity, independent perspective, strong work ethic, strength of conviction, collaborative approach to engagement, inquisitiveness and the willingness to appropriately challenge management. In addition to these attributes, when evaluating potential Board members, the Board considers a wide range of experience, qualifications and skills, many of which are identified in the matrix below, that it believes contribute to a well-rounded perspective suitable to growing our Company and protecting the interests of our stockholders. While we look to each director nominee to be knowledgeable in the areas identified in the matrix, the areas do not comprise all of the diverse experience, qualifications and skills our director nominees possess and routinely contribute to our Company. In addition, the absence of a ✓ in the matrix does not mean that the director nominee does not possess that experience, qualification or skill; however, the mark indicates that the area is a particularly prominent experience, qualification or skill that the director nominee brings to the Board.

Director Nominee Skills Matrix, Diversity Highlights and Demographics

Clayton

Dempsey

Gangestad

Kearney

Koellner

Lamach

Topalian

West

Age / Tenure (years)

66 / 4

60 / 8

60 / 2

69 / 16

70 / 10

61 / 3

57 / 5

64 / 6

Experience, Qualifications, Skills

Manufacturing/Operations

✓

Finance/Capital Allocation

✓

CEO Leadership

✓

Business Development/Growth

✓

Strategy

Talent Development &

✓

Succession Planning

Global Business

✓

Sustainability

✓

Risk Management & Controls

✓

Public Company Governance

✓

Technology

✓

Diversity Highlights

Self-Identified Gender

Female

Male

Female

Male

Female

African

Self-Identified Ethnicity

American

White

American

or Black

GENDER DIVERSITY

Female

38%

Gender

Diverse

Male

RACIAL / ETHNIC

DIVERSITY

25%

Racially or

Ethnically

Diverse

TENURE

AGE

More than

0-5

70s

50s

10 Years

Years

6.6

6-10

Average

Years

Age

Years 3

60s

4 2025 Proxy Statement

INFORMATION CONCERNING EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS OF THE NOMINEES

Our Director Nominees

NORMA B. CLAYTON

Age: 66

Independent Director

Since 2021

Ms. Clayton was Vice President for Learning, Training and Development at The Boeing Company, an aerospace manufacturer, from July 2007 until her retirement in March 2016. Prior to this role, she led a number of important assignments at Boeing, including a Global Sourcing Initiative to increase growth and productivity of Boeing's global supply chain from July 2006 to July 2007. Ms. Clayton joined Boeing in February 1995. During her tenure with the company, she held a variety of leadership roles within the Defense, Space & Security segment of Boeing, including Vice President of Supplier Management and Procurement from August 2004 to June 2006, Vice President and General Manager of the Maintenance and Modification Centers from April 2002 to July 2004 and Vice President of Quality and Lean Manufacturing from June 1998 to April 2002. Prior to her time with Boeing, Ms. Clayton held leadership positions at General Electric Company, General Motors Company, Lockheed Martin Corporation and RCA. She serves as Chair of the Board of Trustees of Tuskegee University and has served on the Board of Trustees since 2009.

Committees:

Other Current Public Company Directorships

• The Goodyear Tire & Rubber Company (since 2022)

Qualifications

Ms. Clayton brings to the Board extensive experience in the areas of business management, manufacturing operations, technology and innovation leadership, human resources and international business.

PATRICK J.

DEMPSEY

Age: 60

Independent Director

Since 2016

Committees:

Mr. Dempsey served as Executive Vice Chairman of Barnes Group Inc., a global provider of highly engineered products, differentiated industrial technologies and innovative solutions, serving a wide range of end markets and customers, from July 2022 until October 2022. He was Barnes Group's President and Chief Executive Officer from 2013 until 2022. Prior to that, Mr. Dempsey served as Barnes Group's Senior Vice President and Chief Operating Officer from 2012 to 2013. Mr. Dempsey joined Barnes Group in 2000 and held a number of other positions, including President, Windsor Airmotive; Vice President, Barnes Group; President, Barnes Aerospace; President, Barnes Distribution; and President, Logistics and Manufacturing Services. Prior to joining Barnes Group, Mr. Dempsey held leadership positions at United Technologies Corporation's (now known as RTX Corporation) Pratt and Whitney Division and the Interturbine Group of Companies. Mr. Dempsey is a past Chair of the Executive Committee of the Manufacturers Alliance.

Former Public Company Directorships Held In Past Five Years

Mr. Dempsey brings to the Board extensive experience in the areas of business management, technology leadership, corporate strategy and international business development.

2025 Proxy Statement 5

INFORMATION CONCERNING EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS OF THE NOMINEES

NICHOLAS C. GANGESTAD

Age: 60

Independent Director

Since 2023

Committees:

Mr. Gangestad served as Senior Vice President and Chief Financial Officer of Rockwell Automation, Inc., the world's largest company dedicated to industrial automation and digital transformation, from March 2021 to September 2024. Prior to joining Rockwell Automation, he had a long career with 3M Company. 3M is a diversified technology company with a global presence in the fields of manufacturing, worker safety, healthcare and consumer goods. Mr. Gangestad served in various roles with 3M, including Senior Vice President and Chief Financial Officer from 2014 to 2020; Vice President, Controller and Chief Accounting Officer from 2011 to 2014; Director of Corporate Accounting from 2007 to 2011; and Vice President, Finance and Information Technology from 2003 to 2007.

Other Current Public Company Directorships

• Genpact Limited (since 2024)

Qualifications

Mr. Gangestad brings more than three decades of finance experience to the Board. Through his previous roles at Rockwell Automation and 3M, he has expertise in compliance, financial planning, treasury and tax, as well as significant leadership experience with global companies, all of which brings valuable perspective to the Board.

CHRISTOPHER J. KEARNEY

Lead Director

Since September 2022

Age: 69

Independent Director

Since 2008

Committees:

Mr. Kearney served as Executive Chairman of the board of directors of Otis Worldwide Corporation, the world's largest manufacturer, installer and service provider of elevators and escalators, from April 2020 until February 2022. He founded Eagle Marsh Holdings, LLC, a business and real estate investment firm, in 2016 and has served as its managing partner since its establishment. Mr. Kearney previously served as Non-Executive Chairman of the board of directors of SPX FLOW, Inc., a global supplier of highly engineered flow components, process equipment and turn-key solutions for the power and energy, food and beverage and industrial end markets, from January 2016 until May 2017 and as Chairman, President and Chief Executive Officer of SPX FLOW from October 2015 through December 2015. Prior to the spinoff of SPX FLOW from SPX Corporation, a global multi-industry manufacturer, Mr. Kearney served as Chairman of SPX Corporation from 2007 through September 2015, and as President and Chief Executive Officer of SPX Corporation from 2004 through September 2015. He joined SPX Corporation in 1997 as Vice President, Secretary and General Counsel.

Other Current Public Company Directorships

• Otis Worldwide Corporation (since 2020)

Former Public Company Directorships Held In Past Five Years

In addition to his strong leadership skills developed as the Chief Executive Officer of a global manufacturing company, Mr. Kearney brings to the Board valuable business and mergers and acquisitions experience as well as corporate legal experience.

6 2025 Proxy Statement

Disclaimer

Nucor Corporation published this content on March 24, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 24, 2025 at 13:15:04.336.