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Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2024

USD ($)

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay versus performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation

S-K,

we are providing the following information regarding certain executive pay and performance. The table below shows, for each applicable fiscal year, total compensation (“Summary Compensation Total” or “SCT Total”) as reported in the summary compensation table and “compensation actually paid” (or “CAP”) for our principal executive officer (“PEO”) and as an average of all of our other named executive officers for that year

(“Non-PEO

NEOs”). Both SCT Total pay and CAP are calculated in accordance with the requirements of Regulation

S-K

and may differ substantially from the manner in which the Compensation Committee makes decisions regarding executive pay. See the “Compensation discussion and analysis” section of this proxy statement for a discussion of the Compensation Committee’s decisions regarding the compensation of our named executive officers.

The table below also shows (i) the company’s cumulative total shareholder return (or “TSR”), (ii) the TSR of the S&P 1500 Steel

Sub-Industry

Index, which we have used as our peer group for purposes of disclosure in the table below, (iii) the company’s net income for the applicable fiscal year, and (iv) the company’s performance with respect to a “company-selected measure” (or “CSM”) which in our assessment represents the single most important financial performance metric used to link compensation actually paid to our named executive officers for the most recently completed fiscal year to the company’s performance. We selected Adjusted EBITDA as the CSM required for disclosure in the table below.


Pay versus Performance
Year	Summary Compensation Table Total for PEO			Compensation Actually Paid to PEO (1)				Average Summary Compensation Table Total for Non-PEO NEOs			Average Compensation Actually Paid to non-PEO NEOs (2)				Value of Initial Fixed $100 Investment Based On:						Net Income (4)				Company Selected Measure Adjusted EBITDA (5)
Year	Summary Compensation Table Total for PEO			Compensation Actually Paid to PEO (1)				Average Summary Compensation Table Total for Non-PEO NEOs			Average Compensation Actually Paid to non-PEO NEOs (2)				TSR (3)			1500 sub-steel index TSR (3)			Net Income (4)				Company Selected Measure Adjusted EBITDA (5)
2024		$	4,260,359		$	(3,575,855	)		$	1,137,930		$	(945,923	)		$	179.77		$	233.85		$	1,300,000			$	77,700,000
2023		$	6,973,856		$	13,906,875			$	2,311,872		$	3,017,016			$	298.35		$	279.40		$	69,400,000			$	200,300,000
2022		$	4,604,190		$	6,379,938			$	1,283,726		$	1,528,508			$	231.17		$	204.07		$	65,100,000			$	172,200,000
2021		$	7,161,838		$	19,694,478			$	1,306,702		$	2,557,052			$	209.92		$	171.34		$	171,000,000			$	245,900,000
2020		$	1,873,734		$	1,152,712			$	1,249,058		$	908,748			$	59.41		$	103.24		$	(61,900,000	)		$	38,000,000

(1)

In accordance with the requirements of Item 402(v) of Regulation

S-K,

CAP is calculated by beginning with the SCT Total as reported in the Summary Compensation Table (the “SCT”) for the applicable fiscal year, then (a) subtracting the grant date fair value of awards reported in the Stock Awards column of the SCT for such year, (b) subtracting the grant date fair value of awards reported in the Option Awards column of the SCT for such year, (c) subtracting the aggregate change in the actuarial present value of the accumulated benefit under defined benefit plans reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the SCT for such year, (d) adding the change in fair value of stock and option awards for the applicable fiscal year (as such changes are described below for 2024) and (e) adding the service cost and prior service cost for all

defined

benefit plans for the applicable fiscal year (as such costs are described below for 2024).

For purposes of determining CAP, fair value amounts for Stock Awards and Option Awards were calculated in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP, including the use of a lattice valuation model, the Monte Carlo simulation, to value performance shares. The service cost and prior service cost for defined benefit plans were calculated using the same methodology as used for our financial statements under GAAP. Neither of the individuals serving as PEO during the years covered by the table participated in any defined benefit pension plan sponsored by the company.

For 2024, 2023, 2022 and 2021, Michael S. Williams is included in the table as PEO, and for 2020, Terry L. Dunlap is included in the table as PEO.

The following is a reconciliation of SCT Total and CAP for the PEO for 2024. Please note that, while similar adjustment information was provided in our 2024 proxy statement for 2023 and in our 2023 proxy statement for years 2020, 2021 and 2022, under applicable SEC guidance, repeating such adjustment information is not required in this proxy statement because it is not material to our shareholders’ understanding of the information reported in the table above for 2024 or the relationships disclosures provided below.


PEO Summary: Reconciliation of SCT Total and CAP
Year	SCT Total			Subtract Grant Date Fair Value of Stock Awards and Option Awards as Disclosed in the SCT				Add Change in Fair Value of Stock Awards and Option Awards(i)				CAP
2024		$	4,260,359		$	(3,091,067	)		$	(4,745,147	)		$	(3,575,855	)

The total amount included in the table above as the grant date fair value of stock awards and option awards as disclosed in the SCT reflects the grant date fair value of stock awards as the company did not issue option awards in 2024.


(i) PEO Detail: Change in Fair Value of Stock and Option Awards
Year	Year-End Fair Value of Stock Awards and Option Awards Granted in Covered Fiscal Year that Remained Unvested at the End of that Fiscal Year			Vesting Date Fair Value of Stock Awards and Option Awards Granted in Covered Fiscal Year that Vested During that Fiscal Year			Increase or Decrease in Fair Value (from Prior Year End to Covered Year End) for Stock Awards and Option Awards Granted in Prior Years that Remained Unvested at the End of the Covered Fiscal Year				Increase or Decrease in Fair Value (from Prior Year End to Vesting Date) of Stock Awards and Option Awards Granted in Prior Years that Vested During the Covered Fiscal Year				Adjustments for Stock Awards and Option Awards Granted in Prior Years that Failed to Meet Vesting Conditions During the Covered Fiscal Year			Value of Dividends or other Earnings Paid or Accrued on Stock Awards During the Covered Fiscal Year and not Otherwise Reflected in CAP			Total Change in Fair Value of Stock Awards and Option Awards Included in CAP
2024		$	1,468,344		$	0		$	(4,854,145	)		$	(1,359,346	)		$	0		$	0		$	(4,745,147	)

(2)	CAP for the Non-PEO NEOs was calculated in the same manner as described in footnote 1 above for the PEO, except the amounts were averaged for each fiscal year. The Non-PEO NEOs whose average SCT Total and average CAP amounts are included in the table are:

2024, 2023 and 2022: Kristopher R. Westbrooks, Kristine C. Syrvalin and Kevin A. Raketich

2021: Kristopher R. Westbrooks, Kristine C. Syrvalin, Kevin A. Raketich, William P. Bryan and Thomas D. Moline

2020: Kristopher R. Westbrooks, Frank A. DiPiero, William P. Bryan and Thomas D. Moline

The following is a reconciliation of average SCT Total and average CAP for the

Non-PEO

NEOs for 2024. Please note that, while similar adjustment information was provided in our 2024 proxy statement for 2023 and in our 2023 proxy statement for years 2020, 2021 and 2022, under applicable SEC guidance, repeating such adjustment information is not required in this proxy statement because it is not material to our shareholders’ understanding of the information reported in the table above for 2024 or the relationships disclosures provided below.


Non-PEO NEOs Summary: Reconciliation of SCT Total and CAP
Year	Average SCT Total			Subtract Average Grant Date Fair Value of Stock Awards and Option Awards as Disclosed in the SCT				Subtract Average Change in Pension Value as Disclosed in the SCT				Add Average Change in Fair Value of Stock Awards and Option Awards(i)				Add Average Service Cost and Prior Service Cost for Pension Plans(ii)			Average CAP
2024		$	1,137,930		$	(611,858	)		$	(8,404	)		$	(1,463,591	)		$	0		$	(945,923	)


(i) Non-PEO NEOs Detail: Average Change in Fair Value of Stock and Option Awards
Year	Year-End Fair Value of Stock Awards and Option Awards Granted in Covered Fiscal Year that Remained Unvested at the End of that Fiscal Year			Vesting Date Fair Value of Stock Awards and Option Awards Granted in Covered Fiscal Year that Vested During that Fiscal Year			Increase or Decrease in Fair Value (from Prior Year End to Covered Year End) for Stock Awards and Option Awards Granted in Prior Years that Remained Unvested at the End of the Covered Fiscal Year				Increase or Decrease in Fair Value (from Prior Year End to Vesting Date) of Stock Awards and Option Awards Granted in Prior Years that Vested During the Covered Fiscal Year				Adjustments for Stock Awards and Option Awards Granted in Prior Years that Failed to Meet Vesting Conditions During the Covered Fiscal Year			Value of Dividends or other Earnings Paid or Accrued on Stock Awards During the Covered Fiscal Year and not Otherwise Reflected in CAP			Total Change in Fair Value of Stock Awards and Option Awards Included in CAP
2024		$	312,997		$	0		$	(1,502,433	)		$	(274,155	)		$	0		$	0		$	(1,463,591	)

(3)

Our TSR represents the cumulative investment return of an initial fixed $100 investment in the company’s common stock on December 31, 2019, assuming reinvestment of all dividends. The company’s TSR as reflected in the table above may not be indicative of future performance. Peer group TSR represents the cumulative investment return of an initial fixed $100 investment in the S&P 1500 Steel

Sub-Industry

Index on December 31, 2019, assuming reinvestment of all dividends.

(4)	Represents net income determined in accordance with GAAP and as reported in our Form 10-K for the applicable fiscal year.

(5)

Represents our Adjusted EBITDA for the applicable fiscal year. We chose this measure of Adjusted EBITDA as the CSM for purposes of the table above because we determined that it was the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our named executive officers for the most recently completed fiscal year to the company’s performance. Adjusted EBITDA is a

non-GAAP

measure. For more information about how we calculate Adjusted EBITDA, please see “Analysis of 2024 compensation — Annual incentive — 2024 APA decisions” in the Compensation discussion and analysis section of this proxy statement, as well as Appendix A to this proxy statement.

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

(2)	CAP for the Non-PEO NEOs was calculated in the same manner as described in footnote 1 above for the PEO, except the amounts were averaged for each fiscal year. The Non-PEO NEOs whose average SCT Total and average CAP amounts are included in the table are:

2024, 2023 and 2022: Kristopher R. Westbrooks, Kristine C. Syrvalin and Kevin A. Raketich

2021: Kristopher R. Westbrooks, Kristine C. Syrvalin, Kevin A. Raketich, William P. Bryan and Thomas D. Moline

2020: Kristopher R. Westbrooks, Frank A. DiPiero, William P. Bryan and Thomas D. Moline

Peer Group Issuers, Footnote

Sub-Industry

Index on December 31, 2019, assuming reinvestment of all dividends.

PEO Total Compensation Amount

$ 4,260,359

$ 6,973,856

$ 4,604,190

$ 7,161,838

$ 1,873,734

PEO Actually Paid Compensation Amount

$ (3,575,855)

13,906,875

6,379,938

19,694,478

1,152,712

Adjustment To PEO Compensation, Footnote


PEO Summary: Reconciliation of SCT Total and CAP
Year	SCT Total			Subtract Grant Date Fair Value of Stock Awards and Option Awards as Disclosed in the SCT				Add Change in Fair Value of Stock Awards and Option Awards(i)				CAP
2024		$	4,260,359		$	(3,091,067	)		$	(4,745,147	)		$	(3,575,855	)


(i) PEO Detail: Change in Fair Value of Stock and Option Awards
Year	Year-End Fair Value of Stock Awards and Option Awards Granted in Covered Fiscal Year that Remained Unvested at the End of that Fiscal Year			Vesting Date Fair Value of Stock Awards and Option Awards Granted in Covered Fiscal Year that Vested During that Fiscal Year			Increase or Decrease in Fair Value (from Prior Year End to Covered Year End) for Stock Awards and Option Awards Granted in Prior Years that Remained Unvested at the End of the Covered Fiscal Year				Increase or Decrease in Fair Value (from Prior Year End to Vesting Date) of Stock Awards and Option Awards Granted in Prior Years that Vested During the Covered Fiscal Year				Adjustments for Stock Awards and Option Awards Granted in Prior Years that Failed to Meet Vesting Conditions During the Covered Fiscal Year			Value of Dividends or other Earnings Paid or Accrued on Stock Awards During the Covered Fiscal Year and not Otherwise Reflected in CAP			Total Change in Fair Value of Stock Awards and Option Awards Included in CAP
2024		$	1,468,344		$	0		$	(4,854,145	)		$	(1,359,346	)		$	0		$	0		$	(4,745,147	)

Non-PEO NEO Average Total Compensation Amount

$ 1,137,930

2,311,872

1,283,726

1,306,702

1,249,058

Non-PEO NEO Average Compensation Actually Paid Amount

$ (945,923)

3,017,016

1,528,508

2,557,052

908,748

Adjustment to Non-PEO NEO Compensation Footnote

The following is a reconciliation of average SCT Total and average CAP for the

Non-PEO


Non-PEO NEOs Summary: Reconciliation of SCT Total and CAP
Year	Average SCT Total			Subtract Average Grant Date Fair Value of Stock Awards and Option Awards as Disclosed in the SCT				Subtract Average Change in Pension Value as Disclosed in the SCT				Add Average Change in Fair Value of Stock Awards and Option Awards(i)				Add Average Service Cost and Prior Service Cost for Pension Plans(ii)			Average CAP
2024		$	1,137,930		$	(611,858	)		$	(8,404	)		$	(1,463,591	)		$	0		$	(945,923	)


(i) Non-PEO NEOs Detail: Average Change in Fair Value of Stock and Option Awards
Year	Year-End Fair Value of Stock Awards and Option Awards Granted in Covered Fiscal Year that Remained Unvested at the End of that Fiscal Year			Vesting Date Fair Value of Stock Awards and Option Awards Granted in Covered Fiscal Year that Vested During that Fiscal Year			Increase or Decrease in Fair Value (from Prior Year End to Covered Year End) for Stock Awards and Option Awards Granted in Prior Years that Remained Unvested at the End of the Covered Fiscal Year				Increase or Decrease in Fair Value (from Prior Year End to Vesting Date) of Stock Awards and Option Awards Granted in Prior Years that Vested During the Covered Fiscal Year				Adjustments for Stock Awards and Option Awards Granted in Prior Years that Failed to Meet Vesting Conditions During the Covered Fiscal Year			Value of Dividends or other Earnings Paid or Accrued on Stock Awards During the Covered Fiscal Year and not Otherwise Reflected in CAP			Total Change in Fair Value of Stock Awards and Option Awards Included in CAP
2024		$	312,997		$	0		$	(1,502,433	)		$	(274,155	)		$	0		$	0		$	(1,463,591	)