Executive
Compensation
Highlights

~~Performance Highlights~~

Our 2020 annual operating and financial results were strong despite the social and economic impacts of COVID-19. We achieved numerous operating records and our 4th best year from an earnings perspective. Due to the uncertainty surrounding COVID-19 and its impacts on our operations, we preserved liquidity as we prioritized the strength of our capital foundation and our

ongoing transformational growth investments. During 2020, we invested $1.2 billion in strategic organic capital projects, of which $928 million was invested in our new next-generation Sinton Texas electric arc furnace steel mill, which we plan to begin operating in the middle of 2021. The following information highlights a few of our other achievements.

3 The total energy intensity for steel produced at our six EAF steel mills includes the melting, casting, reheating, hot rolling, and other cold rolling or finishing processes at our facilities. This results in an energy intensity per cast steel metric ton of only 25% of the WSA amount. For melting and casting steel only excluding carbon units, when compared to the WSA average energy intensity per cast steel metric ton, we use 11% of this amount as disclosed in prior reports.

4 ~~Based on Scope 1 CO~~2 ~~equivalent emissions reported to the U.S. EPA.~~

5 ~~Institute of Scrap Recycling Industries.~~

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~~Executive~~
~~Compensation~~
~~Highlights~~

~~During 2020,~~ we maintained our highly levered ~~companywide~~company-wide performance-based compensation structure, which is foundational to our entire compensation philosophy. The Compensation Committee did not make any adjustments to the compensation measurements or objectives of our executive officers, nor were any discretionary bonuses awarded. Our pay for performance programs continued to be based on the objective, measurable criteria that ~~was~~were established aton the ~~award date.~~grant dates.

During 2022, the Compensation Committee will measure and assess a number of environmental, social, and safety metrics for evaluation and potential inclusion as performance measures for influence in our future executive compensation program. Among others, these metrics are expected to align with our focus on safety and our environmental goals, which we published in 2021.

Best Practices

We are committed to sound compensation practices that encourage long-term value creation and effective, sustainable use of our resources, as highlighted by the following items:

■	Highly levered ~~companywide~~company-wide performance-based compensation	■	“Double-trigger” change-in-control payments and benefits
■	Strong shareholder say-on-pay support with ~~94%~~93% voting in favor during ~~2020 and 2019~~2021	■	No excise tax gross ups
■	Robust stock ownership requirements for all executive officers	■	Prohibit hedging and a severe limitation on pledging of Company stock
■	Clawback policy regarding executive compensation	■	Independent compensation consultant retained by the Compensation Committee

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Pay for Performance Philosophy

The following table summarizes the key elements of our executive compensation program:

Payout

Compensation
Component

��

Performance-
Based

Description

Cash

Equity

Base Salary

Set at a level we believe is necessary to recruit and retain the type of high-performing, entrepreneurial executives we seek to attract

■

Annual Incentive Plan

■

Provides for a mix of cash and equity compensation earned when our performance exceeds pre-established thresholds tied to a minimum return to investors and capped at a maximum percentage of base salary

■

Long-Term Incentive Plan

■

Equity compensation earned when our financial and operational performance, as measured by a number of comparable metrics, exceeds those of a pre-established set of our steel sector peers

■

Stock Appreciation Rights

■

Equity award with 3-year vesting, rewarding executives for share price appreciation

■

Restricted Stock Units

Equity awards which vest over a fixed time period. This broad-based program is for all full-time, non-union, U.S. colleagues (over 75% of our nearly ~~9,625~~11,000 colleagues) that vest at the end of each two-year period. For our Named Executive Officers, ~~this vesting period was extended in 2020, with~~they received awards that generally vest one-third ~~of the award vesting~~ after years 2, 3 and 4.

■

Key Elements of Our Compensation Program

The following summarizes the compensation mix for our CEO and the average of our other NEOs, with 84% of our CEO’s target compensation “at-risk” and 79% of our average NEO’s target compensation “at-risk”:

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General
Information

Voting Information

On March ~~22, 2021,~~11, 2022, there were ~~211,218,956~~189,518,389 shares of common stock outstanding. A list of shareholders entitled to vote at the meeting is available at our corporate office and will also be available at the meeting. Each share is entitled to one vote on each matter properly brought before the meeting. The presence, in person or by proxy, of the holders of a majority of the shares that are entitled to vote at the Annual Meeting is necessary to constitute a quorum for all purposes and all proposals.

We realize that most of you will not be able to attend the meeting in person, but it is very important that your shares be voted. We can only take action at the Annual Meeting, with respect to a particular matter, if a quorum, or majority, of the total number of shares of common stock outstanding and entitled to vote on that matter is present at the Annual Meeting. Therefore, unless you intend to come to the Annual Meeting and vote in person, or you intend to vote via the Internet or by phone, we are asking for your proxy to authorize the persons named in the proxy to be present at the Annual Meeting, to represent you, and to vote your shares at the Annual Meeting in accordance with your instructions.

If your shares of common stock are registered in your name with our transfer agent, Computershare Trust Company, N.A., you are the ‘shareholder of record’. If your shares are registered in the name of a broker, bank, custodian, or other nominee, that person is the shareholder of record and you are considered the ‘beneficial owner’.

Meeting Information

Date ~~and~~& Time

Thursday, May 5, 2022 / 9:00am Eastern Time

~~Wednesday, May 19, 2021~~
~~9:00am ET~~Place

~~Place~~

~~Courtyard by Marriott~~Fort Wayne Country Club
~~1150 South Harrison St.~~5221 Covington Road
Fort Wayne, Indiana ~~46802~~46804

Record Date

~~Monday,~~ March ~~22, 2021~~11, 2022

Voting

You are entitled to vote at the Annual Meeting if you were a shareholder of record at the close of business on the record ~~date.~~date

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Voting Shares Held in Your Name
(Shareholder of Record)

If you are the record owner, regardless of whether you have received a paper copy of these proxy materials or only a Notice, you may vote your shares according to one of the four methods listed under “How to Vote Your Shares.” If you choose to vote by mail using your proxy card, your “proxy” — that is, the persons named in your proxy card — will then vote your shares as you have directed. If you send in your proxy and do not revoke it, your shares will be voted in accordance with your instructions. If you do not specify how you want your shares voted with respect to one or more proposals, your shares will be voted FOR each proposal.

Voting Shares Held by Brokers, Banks, Custodians or Other Nominees (Beneficial Owners)

Most shareholders arrange to have their shares held by brokers, banks, custodians or other nominees. In such case, your name, as the actual beneficial owner, does not appear in our stock register. The broker first informs us how many of their clients are beneficial owners and we provide them with the number of sets of proxy materials and proxy cards for the broker to then forward those proxy materials to shareholders to obtain voting instructions. For this reason, if your shares are held by your broker, you should follow your broker’s instructions included on that form when you receive the proxy materials from your broker.

If you do not give your voting instructions to your broker, your broker may not be able to vote your shares. Under applicable rules of self-regulatory organizations governing brokers, your broker, bank, custodian or other nominee will only be able to vote your shares with respect to so-called items that are considered “discretionary.” Discretionary items are proposals considered routine under the rules of the New York Stock Exchange, so in such situations your broker may vote these shares even in the absence of your voting instructions. For the ~~2021~~2022 Annual Meeting, the only discretionary item is Proposal No. 2, the ratification of the selection of our independent ~~auditors.~~registered public accounting firm.

Election of Directors

For purposes of the election of directors (Proposal No. 1), the eleven director nominees who receive the highest number of votes cast “for” the election of those directors will be elected. However, the Board has adopted a policy requiring that, in advance of and as a condition to being approved as a candidate for election, each candidate must have agreed that if he or she receives a “withhold” vote of greater than 50% of all the votes cast or present at the meeting, the Board will consider that a majority vote “against” that person. Accordingly, he or she will be deemed to have automatically resigned. Under that policy, should this occur, the Board, in the exercise of its discretion, has the ability to override the resignation, but only if, upon a consideration of all pertinent factors, the Board makes an affirmative determination that accepting such resignation would not be in the best interest of the Company and its shareholders.

Other Proposals

For all proposals, other than Proposal No. 1 (the election of directors), the affirmative vote of a majority of the shares represented, in person or by proxy, and entitled to vote on the item will be required for approval. On such matters, you may vote “for,” “against” or “abstain.” A proxy marked “abstain” with respect to an item will not be voted, although it will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have the same effect as a negative vote.

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How to Vote Your Shares

Mail

If you have received a paper copy of these proxy materials, you may mark, sign, date and return your enclosed proxy card in the enclosed envelope.

~~Phone~~Telephone

If you have received a paper copy of these proxy materials, you may vote by using the toll-free telephone number and instructions shown on your proxy card, if your shares are registered directly in your name or, if not, by marking, signing, dating and returning your enclosed voting card; if this option is also offered by your bank or broker, in either case using a secure control number and account number by 11:59 p.m. EDT on May ~~18, 2021.~~4, 2022.

~~Online~~Internet

Whether in paper form or by Notice only, by using the Notice or web site information and instructions listed on your proxy card or in the form of Notice, if your shares are registered directly in your name or, if not, if this option is also offered by your bank or broker in either case using a secure control number and account number by 11:59 p.m. EDT on May ~~18, 2021.~~4, 2022.

In ~~Person~~person at the ~~Meeting~~meeting

If your shares are registered directly in your own name, you may vote by paper ballot handed out at the Annual Meeting, provided that you have with you the Notice or proxy card that you received from the Company. But if your shares are registered in the name of your bank or broker, and if you wish to be able to vote your shares in person at the Annual Meeting, you will first need to check the box on the Voter Instruction Form you will receive with your proxy material, ask that you be provided with a “Legal Proxy” and then actually use this to vote your shares. If you don’t use that Legal Proxy, your vote will not count. The method by which you vote will not limit your right to vote in person at the meeting if you decide to attend the meeting, provided that you follow the foregoing instructions for voting in ~~person.~~person

We do not know of any other business to be transacted at the Annual Meeting, other than those matters described in this Proxy Statement. However, should any other matters properly come before the Annual Meeting, including consideration of a motion to adjourn the meeting to another time or place in order to solicit additional proxies in favor of the recommendations of the Board of Directors, the persons named as proxies and acting thereunder will have the discretion to vote on those matters according to their best judgment, to the same extent as the person granting the proxy.

Revoking Your Vote

You may revoke your proxy at any time before it is voted at the meeting in one of four ways:

■

Notify our Chief Financial Officer, Theresa E. Wagler, in writing and before the meeting;

■

Submit the appropriate form of proxy with a later date than your earlier proxy;

■

Vote by telephone or Internet on a later date than the date you earlier voted; or

■

Vote in person at the meeting in accordance with the foregoing instructions.

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Other Information

Multiple Shareholders Sharing the Same Address

Under rules adopted by the SEC, we are permitted to deliver a single copy of our Proxy Statement and annual report, or notice of availability of these materials, to shareholders sharing the same last name and address. This process, called householding, allows us to reduce resources required to print and mail these materials. If you would like to stop householding for your account, you may contact our Investor Relations Department in the manner described below under the heading “Investor Relations Department,” including your name, address, and account number.

Cost of Preparing, Mailing and Soliciting Proxies

We will pay all of the costs of preparing, printing, and mailing these proxy materials and related solicitation services. We will ask brokers to forward all proxy materials or Notice to the persons who were our beneficial owners on the record date. We will reimburse such brokers for their expenses incurred in sending proxies and proxy materials to our beneficial owners.

In addition, proxies may be solicited on our behalf in person, or by telephone, e-mail or other electronic means, by our officers, directors, and employees who will receive no additional compensation for soliciting. We have also engaged Okapi Partners to assist us in the solicitation of proxies. We have agreed to pay Okapi Partners a fee of $9,500, plus expenses for these services.

Voting Results

We will publish the voting results from our Annual Meeting on our Company’s website at ~~www. steeldynamics.com~~www.steeldynamics.com under “Investors” following the Annual Meeting, as well as in a current report on Form 8-K, which we will file with the SEC within four business days following the Annual Meeting.

Investor Relations Department

You may contact our Investor Relations Department in one of three ways:

■

Writing to Steel Dynamics, Inc., Investor Relations Department, 7575 West Jefferson Blvd., Fort Wayne, Indiana 46804;

■

E-mail to investor@steeldynamics.com; or

■

Phone the Investor Relations Department at 260.969.3500.

Shareholder Communications with Directors

If you wish to communicate with our Board of Directors, Board Chair, Lead Independent Director, or the Chair of any particular Board committee, you may do so by sending a communication, marked “Shareholder Communication,” in care of our Chief Financial Officer, Theresa E. Wagler to our corporate offices, 7575 West Jefferson Blvd., Fort Wayne, Indiana 46804. Your letter should describe your share ownership and how your shares are held. Our Chief Financial Officer will review each such communication and, depending upon the subject matter, will forward the communication to the director to whom it is addressed, or, as appropriate, to our Board Chair, Lead Independent Director, the Company’s legal counsel, or deal with the subject matter directly.

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Governance of
the Company

Our business affairs are managed under the direction of our Board of Directors in accordance with the Indiana Business Corporation Law, our Amended and Restated Articles of Incorporation, and our Amended and Restated Bylaws. The Board is elected by shareholders to oversee and provide guidance with respect to the Company’s business and affairs. The role of our Board of Directors is to effectively govern the affairs of the Company for the long-term benefit of our investors, our teams, our customers, and other stakeholders. The Board, in concert with senior leadership, develops and oversees the Company’s long-term strategy and execution of its strategic plan, all in accordance with sound corporate governance policies and practices designed and routinely assessed to enable the Company to operate its business responsibly and with integrity.

The Board ensures the continuity of the Company and its mission through the election and appointment of qualified senior leadership to inspire our people and lead the Company. In addition, senior leadership regularly keeps Board members updated regarding developments affecting our business and industry. The Board is also responsible for ensuring that our activities are conducted in a responsible and ethical manner. We are committed to sound corporate governance principles.

Policies ~~and~~& Charters

We operate under corporate governance principles and practices that are reflected in a set of written Corporate Governance Policies. Our policies and charters are reviewed regularly and amended as needed. The following documents are available on our website at www.steeldynamics.com under “Investors — Corporate Governance.”

Corporate Policies

■

Corporate Governance Policies

■

Code of Business Conduct and Ethics

■

Code of Ethics for Principal Executive Officers and Senior Financial Officers

■

Statement of Policy for the Review, Approval or Ratification of Transactions with Related Persons

■

Policy Governing the Receipt, Retention and Treatment of Complaints

■

Supplier Code of Business Conduct

■

Environmental Policy Statement

■

Human Rights Policy

■

Political Contributions and Advocacy Report

Committee Charters

■

Audit Committee Charter

■

Corporate Governance and Nominating Committee Charter

■

Compensation Committee Charter

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Director Independence

The Board annually makes both an affirmative objective and subjective determination that all independence standards have been and continue to be met by the designated independent directors and members of each of our three standing committees, including compliance with the additional heightened independence standards prescribed by SEC and Nasdaq Listing Rules for audit committee and compensation committee members. To be found to be objectively independent, a director must be not be an officer or an employee of Steel Dynamics, Inc. or any of its subsidiaries. They must not have any relationship with Steel Dynamics, Inc. or any of its subsidiaries, or with management (either directly or as a partner, shareholder or officer of an entity that has such a relationship) which, in the Board’s opinion, would interfere with the exercise of independent judgment in carrying out the responsibilities as a director.

The Board made its independence determination with respect to each director for calendar year ~~2020~~2021 and for each director nominee for election to the Board of Directors at the ~~2021~~2022 Annual Meeting. The Board has similarly made an additional affirmative determination of independence with respect to each member of the Audit Committee and the Compensation Committee, under the special audit committee and compensation committee independence criteria set forth under applicable SEC rules and Nasdaq Listing Rules.

The Board determined that during ~~2020 eight~~2021 nine of the ~~eleven~~twelve members of our Board of Directors met all independence requirements, at all times constituting ~~73%~~75% of our ~~eleven-member~~twelve-member Board. The independent members ~~are~~were Sheree L. Bargabos, Frank D. Byrne, M.D., Kenneth W. Cornew, Traci M. Dolan, James C. Marcuccilli, Gabriel L. Shaheen, Bradley S. Seaman, Luis M. Sierra and Steven A. Sonnenberg. Frank D. Byrne, M.D. has elected not to be included as a director nominee for Steel Dynamics at the 2022 Annual Meeting. The Board has determined that, if re-elected at the ~~2021~~2022 Annual Meeting, the same eight directors would continue to meet all independence criteria. In addition, the Board determined that all members of each of the three standing committees have been and will continue to meet all independence requirements.

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Board Leadership Structure
and Composition

We believe our board and governance framework provides for a sound and strong corporate governance environment. The Board has the flexibility to decide when the positions of Chair of the Board and CEO should be combined or separated, as well as whether an executive or an independent director should be Board Chair. If the Chair of the Board is not an independent ~~Director,~~director, the Board will designate one of its independent ~~Directors~~directors to serve as a lead independent director (as we have since 2011). This allows the Board to choose the leadership structure that it believes will best serve the interest of our shareholders at any particular time.

Chair of the Board

During ~~2020,~~2021, Mr. ~~Keith E. Busse~~Mark D. Millett served as our Chief Executive Officer and non-independent Board Chair. Mr. ~~Busse~~Millett is a founder of our Company and ~~has served~~was appointed as our Board Chair ~~since~~at our ~~inception.~~2021 Annual Meeting. As Board Chair, he presided as such at the Company’s Board meetings. The Company’s Board Chair serves at the pleasure of the Board and is appointed annually by the Board following the Annual Meeting.

Lead Independent Director

If the Chair of the Board is not an independent ~~Director,~~director, the Board will designate one of its independent ~~Directors~~directors to serve as a lead independent director, and this individual will be appointed annually following the Annual Meeting. As such, the Company’s Board operated with a Lead Independent Director in ~~2020.~~2021. James C. Marcuccilli has served as our Lead Independent Director since 2011.

The Lead Independent Director: presides at Board meetings at which the Board Chair is not present; presides at Board executive sessions of the independent directors; serves as a liaison between senior leadership and the Board as well as between the Chair and the independent directors; assists the Board committee chairs in preparing agendas for the respective committee meetings; has the authority to call meetings of the independent directors, and performs other functions and responsibilities requested by the Board.

The Board considers that the Lead Independent Director’s active involvement in the foregoing functions and activities ensures the Board maintains independent oversight.

Independent Directors

Eight of eleven, or 73%, of our Board ~~members~~nominees are considered independent. These members meet in executive session at least quarterly. In addition, all of our committees are comprised of 100% independent members, and also meet regularly in executive sessions.

Committee Chairs

All committee chairs are independent and provide leadership for their respective committees. They provide an important resource for communications between the Board and the company’s senior leadership.

Board Committees

The Board of Directors has three standing committees, each consisting entirely of independent directors: an Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee.

The Board, together with senior leadership, regularly reviews the applicable provisions of the Sarbanes Oxley Act of 2002, the Dodd-Frank Act and the implementing rules thereunder, the rules and pronouncements of the SEC, pertinent provisions of the Internal Revenue Code of 1986 (the “Code”), and the Listing Rules of the Nasdaq Stock Market regarding corporate governance policies, processes, and listing standards, including applicable audit and compensation committee independence standards. In conformity with such requirements, the committees of the Board operate under written charters. All three committees, at least annually, review and, as necessary, revise their charters to take into account updated charter, legislative, regulatory, and listing standards requirements, as well as other governance best practices.

The following describes the operations and key responsibilities for each Board ~~committee.~~committee:

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	Corporate Governance and Nominating Committee
	~~Committee Members~~Members: — Frank D. Byrne, M.D. — Kenneth W. Cornew — Traci M. Dolan — James C. Marcuccilli — Bradley S. Seaman (Chair) — Steven A. Sonnenberg Number of ~~Meetings~~Meetings: ~~Six (6)~~ Five All members are independent			■ Reviews and evaluates the Company’s corporate governance framework, developments in corporate governance practices, and reviews and recommends to the Board effective corporate governance policies and procedures and appropriate charter provisions, as well as Board organization, size and composition; ■ Establishes criteria for Board membership by identifying, evaluating, and recommending for election as directors both incumbent and prospective nominees who meet the Committee’s and the Board’s criteria of board member requirements, after taking into consideration the nominee’s background, knowledge, ~~attributes,~~diversity, skills, subject matter expertise, and personal business, financial and life experiences; ■ Monitors Company policies and strategies related to corporate responsibility and ~~sustainability;~~sustainability. This includes a review of risks related to environmental, climate and social matters that may arise, including the sustainability impact our operations have on our communities and the environment and the diversity of our teams; ■ Identifies Board members who are willing and able to actively and materially contribute as a board member, either for election by our shareholders at each Annual Meeting, or for appointment by the Board to fill any director vacancies; ■ Drafts and oversees a Code of Ethics for our Principal Executive Officers and Senior Financial Officers, a Code of Business Conduct and Ethics, and from time to time such other policies as are necessary or appropriate in the interest of ~~good~~strong governance practices; ■ Determines, recommends, or renders advice to the Board regarding applicable statutory, regulatory or Nasdaq Listing Rules regarding the “independence” requirements for board or committee membership, as well as rendering objective and subjective independence determinations; ■ Reviews and evaluates, at least annually, the performance of the Board and Board members; ■ Makes recommendations to the Board concerning the number, function, and composition of the Board’s committees; and ■ Identifies Board members for assignment to various Board committees.

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	Compensation Committee
	~~Committee Members~~Members: — Sheree L. Bargabos — Kenneth W. Cornew — James C. Marcuccilli — Bradley S. Seaman — Gabriel L. Shaheen (Chair) — Luis M. Sierra Number of ~~Meetings~~Meetings: ~~Five (5)~~ Four All members are independent			■ Establishes, reviews, and approves corporate goals and objectives relating to our Chief Executive Officer’s and Named Executive Officers’ compensation; ■ Together with the Corporate Governance and Nominating Committee, evaluates our Chief Executive Officer’s and other executive officers’ (as well as the Company’s overall) performance, at least annually, in light of those corporate goals and objectives as well as peer group benchmarking and determines and approves their compensation based on this evaluation; ■ Reviews and approves our executive compensation plans and agreements, including our equity-based plans; and, at least annually, reviews the operation of all such plans and agreements and assesses the relationship between our overall compensation policies and practices and financial risk; ■ Exercises general oversight with respect to our compensation agreements and incentive and equity-based plans relating to our Chief Executive Officer and other executive officers; ■ Determines compliance with applicable pre-determined, measurable performance criteria with respect to all compensation plans for Named Executive Officers; ■ Reviews and makes recommendations to the Board, taking into account Company performance and the duties and responsibilities of each board or committee position, regarding compensation of the non-employee members of the Board; ■ Oversees regulatory compliance with respect to compensation matters and engages the services of independent professional compensation consultants and advisors, with costs paid by the Company; ■ Reviews and determines compliance, with respect to each Compensation Committee member, of all required objective and subjective factors governing independence, as well as the independence of the Committee’s advisors, including its compensation consultant and other advisors; ■ Acts as the “Administrator” or “Committee” in connection with the operation and administration of our equity and cash-based incentive compensation programs, with the authority to approve and authorize both equity and cash-based awards; and
	~~The~~Our Board has determined that, ~~all members~~for 2021, each member of the Compensation Committee met all applicable heightened independence and qualification criteria in accordance with Nasdaq Listing Standards and ~~Rule~~Item 407 of Regulation S-K.			■ Approves an annual report on executive compensation for inclusion in our Form 10-K and Proxy Statement, and reviews and discusses with management the Company’s Compensation Discussion and Analysis, to determine whether to recommend to the Board that the Compensation Discussion and Analysis be included ~~either in our Annual Report on Form 10-K, or alternatively,~~ in this Proxy Statement and incorporated by reference from this Proxy Statement into our Annual Report on Form 10-K.

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	Audit Committee
	~~Committee Members~~Members: — Sheree L. Bargabos — Frank D. Byrne, M.D. — Traci M. Dolan (Chair) — Gabriel L. Shaheen — Steven A. Sonnenberg Number of ~~Meetings~~Meetings: Eight ~~(8)~~ All members are independent			■ Oversees the adequacy, quality, and integrity of the Company’s accounting and financial reporting processes and the integrity of its financial ~~statements;~~statements including the assessment of the critical audit matter identified by our independent registered public accounting firm; ■ Oversees the appointment, retention, compensation, independence, performance, and oversight of the Company’s independent registered public accounting firm; ■ Oversees the audits of the Company’s financial statements; ■ In consultation with management and with legal counsel, reviews the Company’s compliance with legal and regulatory filings and requirements; ■ Reviews the soundness and performance of the Company’s internal audit function, internal accounting controls, disclosure controls and procedures, and internal control over financial reporting; ■ Together with the Board, reviews the Company’s risk management process, system and controls, including risks related to the financial reporting process, credit risk, liquidity risk, cybersecurity risk and market risk; ■ Prepares and approves an Audit Committee Report required by the rules of the SEC for inclusion in the Company’s annual Proxy Statement; ■ Assesses and approves the Company’s policies and procedures regarding ethics and compliance, including the establishment of procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential anonymous submission by employees of concerns regarding potential fraud or other questionable accounting, financial, or auditing matters;
	Our Board has determined that, for ~~2020,~~2021, each member of our Audit Committee, by virtue of his or her extensive financial and business experience and training, met, and continues to meet, the criteria of an “audit committee financial expert” within the meaning of that term in ~~Rule~~Item 407 of Regulation ~~S-K.~~S-K			■ Oversees the maintenance and oversight of a policy governing related party transactions required to be disclosed under Item 404 of SEC Regulation S-K, including the process the Audit Committee employs to identify related party transactions for review, in response to PCAOB Auditing Standard No. 18, as well as governing the review, approval or ratification of any such permitted related party transactions; and ■ Reviews our financial statements and discusses them with management and our independent ~~auditors~~registered public accounting firm before those financial statements or the results thereof are publicly released and before they are filed with the SEC.

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Board and Committee’s Role
in Risk Oversight

The Board of Directors has overall responsibility for risk oversight and focuses on the most significant risks facing the Company. The Board discharges its risk oversight responsibilities, in part, through delegation to its senior leadership team and, as applicable, to various of its committees, facilitated through both a top-down and bottom-up communication structure. In this regard, the Board believes that evaluating the executive team’s management of the various risks confronting the Company is one of its most important areas of oversight. In carrying out this critical responsibility, the Board with senior leadership’s assistance, regularly reviews the Company’s significant macroeconomic and business-specific risks, including but not limited to, health and safety, talent development, human resources, diversity and inclusion, financial, operational, information and cybersecurity, business continuity, legal, environmental, trade, technological and regulatory exposures.

While the Board and its committees oversee risk management strategy, leadership is responsible for implementing and supervising day-to-day execution and reporting to the Board and its committees on such matters. In this regard, the Board reviews and challenges the steps leadership has taken to actively assess, manage, monitor, and mitigate areas of exposure. Outlined below are the key areas of responsibility for each of the committees and how the Board and senior leadership supports each other in this critical function.

The Audit Committee reviews the Company’s risk management processes, systems and controls which senior leadership has established. Specifically, among other topics, the Audit Committee is responsible for reviewing the risks related to financial reporting and disclosure processes, as well as, capital structure, cybersecurity and information technology, liquidity sufficiency, financial regulatory compliance and market trends. The Audit Committee regularly discusses with senior leadership the Company’s significant financial risk exposures to ensure adequate mitigation is in place.

The Corporate Governance and Nominating Committee reviews legal and regulatory compliance risks as they relate to, among other things, corporate governance practices and processes. In that review are the risks related to environmental, climate and social matters that may arise, including the sustainability impact our operations have on our communities and the

environment and the diversity of our teams. The Corporate Governance and Nominating Committee is responsible for the oversight of the Company’s sustainability performance. The Committee receives periodic reports on initiatives the company is pursuing related to climate change mitigation. The Committee was instrumental in providing feedback and guidance as the Company set environmental goals and pursued initiatives throughout the year. The Committee and senior leadership provide related information to the full Board based on these discussions, and how these initiatives will impact the Company’s strategic direction.

The Compensation Committee reviews our executive compensation programs to ensure they are using performance-based metrics that are aligned with Board and stakeholder strategy, and that they do not encourage unnecessary or excessive risk-taking. As described in further detail in our Compensation Discussion and Analysis, the Compensation Committee is evaluating a number of environmental, social and safety metrics for potential inclusion in our executive’s compensation to further align with stakeholder’s interests. As part of its review, the Compensation Committee utilizes its independent compensation consultant, Compensia, in its determination. During ~~2020,~~2021, the Compensation Committee determined that our compensation programs do not encourage unnecessary or excessive risk-taking.

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Executive officers’ base salaries are fixed in amount and thus do not encourage risk-taking. Annual cash incentives are formulaic and tied to specific Company financial performance metrics. The majority of compensation provided to the executive officers is in the form of time-based and performance-based equity awards that vest or are earned over a number of years and help further align executive officers’ interests with those of our investors. Accordingly, the Compensation Committee believes that these awards do not encourage unnecessary or excessive risk-taking because the ultimate value of the awards is tied to the Company’s performance over several years, and awards are subject to regular vesting schedules to help ensure that a significant component of executive compensation is tied to long-term value creation.

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The Compensation Committee has also reviewed the Company’s compensation programs for team members in general and has concluded that these programs also do not create risks that are reasonably likely to have an adverse effect on the Company. The Compensation Committee believes that the Company’s compensation programs provide an effective and appropriate mix of incentives to help ensure performance is focused on long-term value creation and does not encourage short-term risk taking at the expense of long-term results.

Director Nomination Process

The Corporate Governance and Nominating Committee regularly reviews the Company’s Board composition to continually update incumbent director skills, contributions and experiences, and for the purpose of identifying potential candidates for board membership in the event of possible retirements, unanticipated vacancies or board expansion. This process first identifies skills that are needed to support the Company and its near and long-term strategies, while also considering the factors listed below, and then identifies potential nominees to fill the need.

The Committee seeks proposed nominees with a reputation for the highest ethical and moral standards and integrity. The Committee reviews background information on each proposed nominee, including the proposed nominee’s accomplishments, experience, and skills. The Committee pursues nominees with skills including independent judgment, a proper understanding of the role of a director in governance, and financial literacy. A commitment to represent the long-term interests of the Company and our investors, as well as a commitment to prepare for, attend and actively participate in Board and committee meetings as well as a willingness to devote the necessary time and attention to the Company’s business and the needs of the Board and its committees is essential.

Among other things the Committee takes into account such factors as particular industry and general business knowledge, operating experience, demonstrated ethical business conduct, familiarity with or experience regarding business matters, exposure to public company governance matters, considerations such as safety, logistics, legal/governmental/environmental regulation experience, information technology, and risk assessment, as part of the director candidate qualification process.

Proposed nominees may be referred or recommended to the Committee from many different sources, including but not limited to members of the Committee, by other directors, by outside persons or advisors, by a shareholder in accordance with the procedures described below, or under the direction of the Committee and for its consideration and approval, by an outside independent professional search ~~firm.~~firm.

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Board Diversity

The Corporate Governance and Nominating Committee recognizes that a diverse set of skills and backgrounds is essential to proper functioning of our Board and that the judgments and perspectives offered by a diverse board of directors improves the quality of decision-making and enhances board performance. The Committee seeks persons within a broad range of business and personal experiences and backgrounds, considers a multitude of factors including, but not limited to, gender, race, ethnicity, country of origin and age. During 2021, the Corporate Governance and Nominating Committee nominated Mr. Sierra who brings a strong background in industrial and international operations, commercial and organizational strategy, and financial acumen to our Board. Mr. Sierra also has worked

extensively outside of the United States and is bilingual, speaking Spanish.

Currently 2two of our Board members self-identified as female and 1two of our Board members self-identified as ethnically ~~diverse.~~diverse (Middle Eastern and Hispanic). The Committee believes it is important to create a Board with a diversity of experience, expertise, gender, race and ethnicity — therefore, the Committee commits to include in each search, candidates who reflect diverse backgrounds, including diversity of gender, race, and ethnicity.

The Corporate Governance and Nominating Committee believes the Board has met the diversity objectives of Nasdaq Listing Rule 5605(f)(2)(A).

Board Diversity Matrix (as of December 31, 2021
Total Number of Directors	12
	Female	Male	Non- Binary	Did Not Disclose Gender
Part 1: Gender Identity
Directors	2	10	0	0
Part 2: Demographic Background
African American or Black	0	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	0	1	0	0
White1	2	9	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

(1) Per the Nasdaq Listing Rule, the Demographic Background of White is defined as a person having origins in any of the original peoples of Europe, the Middle East, or North Africa. Mr. Shaheen has self-identified as Middle Eastern.

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Annual Director Evaluations

Members of the Corporate Governance and Nominating Committee also evaluate the continued candidacy of incumbent Board members based on the same criteria applicable to new candidates, taking into consideration such factors as age, board tenure, membership on other public company boards of directors, diversity, ability to provide subject matter expertise and insight into our long-term strategic direction and the extent to which through his or her prior participation and performance he or she has met the applicable criteria for continued Board membership and has developed a valuable in-depth knowledge of the Company and its business.

Director Meetings and the Annual Meeting

The Board held ~~seven~~six regularly scheduled and special meetings during ~~2020.~~2021. All directors attended at least 75% of those meetings, as well as the meetings of each of the committees on which they served. As the Board, the Company’s independent directors met in executive session four times during ~~2020,~~2021, without the Company’s leadership present.

We encourage all members of the Board to attend our Annual Meeting. At the ~~2020~~2021 Annual Meeting all directors were in attendance with most attending virtually due to restrictions related to COVID-19.

Leadership Succession Planning

The Board also engages in regular discussions with the Chief Executive Officer regarding leadership succession planning at all senior levels, including the Chief Executive Officer, and to the identification, development, and promotion of critical talent to address both planned and unplanned leadership transitions. The Chief Executive Officer reports at least semi-annually on succession and leadership development planning. The Company also encourages talent development and succession planning at all levels throughout the organization through broad-based ongoing education and development opportunities. The Company has developed internal programs for ~~companywide~~company-wide development opportunities specifically designed to teach leadership skills and how they are interpreted within the Company’s culture.

Statement of Policy for the Review, Approval or Ratification of Transactions with Related Persons

Under our policy, once a person has been identified as a “related person,” and if there is a proposed transaction of $120,000 or more involving the related person and the Company or any of its subsidiaries, the transaction must be considered, approved or ratified by the Audit Committee. For purposes of our Policy, a “related person” is a person who is (or at any time since the beginning of our last fiscal year was) a director, director nominee, executive officer, 5% shareholder, immediate family member of any of the foregoing, an entity which is owned or controlled by any of such persons, or any other person which our Audit Committee or Board has so identified.

Covered transactions will normally be approved in advance by the Audit Committee, unless, upon certification by our Chief Executive Officer or Chief Financial Officer that a determination cannot be practicably made prior to the next Audit Committee meeting, the Chair of the Audit Committee is able to review and approve the proposed related person transaction, subject, however, to the prompt reporting of the transaction to the full Audit Committee.

The Audit Committee determined during ~~2020~~2021 there were no material related party transactions with Named Executive Officers or directors.

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Compensation Committee Interlocks and Insider Participation

None of our current or former officers or employees or any current or former officers or employees of our subsidiaries, served as a member of the Compensation Committee during ~~2020.~~2021. Moreover, during ~~2020~~2021 (a) none of our executive officers served on the compensation committee of another entity, any of whose executive officers served on our Compensation Committee, and (b) none of our executive officers served as a director of another entity, any of whose executive officers served on our Compensation Committee.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our non-employee directors and our executive officers to file with the SEC initial reports of beneficial ownership of the Company’s common stock and other equity securities or derivatives as well as reports of changes in beneficial ownership. These persons are required to provide us with a copy of their required Section 16(a) reports as and when they are filed. Based on our records and information furnished to us by our executive officers and directors, we believe that all Exchange Act filing requirements with respect to 2021 were met, except for one delinquent Form 4 required to have been filed on or prior to May 12, 2021 by Mr. Pushis and one delinquent Form 3 required to have been filed on or prior to November 22, 2021 by Mr. Sierra.

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Shareholder Nominations

The Corporate Governance and Nominating Committee will consider suggestions from shareholders for potential director nominees. In order to provide the Committee sufficient time to evaluate proposed nominees, a shareholder desiring to recommend a proposed nominee for consideration by the Committee, for nomination at the ~~2022~~2023 Annual Meeting, should send any such recommendation to Steel Dynamics, Inc., Attention: Chief Financial Officer, Theresa E. Wagler, 7575 West Jefferson Blvd., Fort Wayne, Indiana 46804, no later than November ~~24, 2021,~~29, 2022, who will then forward it to the Committee. Any such recommendation should include a description of the proposed nominee’s qualifications for Board service, the proposed nominee’s written

consent to be considered for nomination and to serve if nominated and elected, stock ownership information, including date or dates of purchase, the proposed nominee’s resume, information regarding any relationship, as well as any understandings between the proposing shareholder, the proposed nominee, and any other person or organization regarding the proposed nominee’s board service, if elected, and the addresses and telephone numbers for contacting the shareholder and/or the proposed nominee for more information.

Shareholder Proposals for ~~2022~~2023

Any shareholder satisfying the requirements of Exchange Act Rule 14a-8 and wishing to submit a proposal for inclusion in our proxy statement for our ~~2022~~2023 Annual Meeting must submit the proposal in writing to the attention of our Chief Financial Officer, Theresa E. Wagler, at 7575 West Jefferson Blvd., Fort Wayne, Indiana 46804, no later than November ~~24, 2021.~~29, 2022. Exchange Act Rule 14a-8 contains detailed eligibility and procedural requirements for determining whether you will be permitted to submit your proposal and have it included in the proxy statement. These include requirements regarding the minimum market value of the shares you hold, the length of time you have held those shares, and the applicable deadline for submitting the proposal.

In addition, if a shareholder does not submit a timely or otherwise qualifying proposal for inclusion in ~~2022's~~2023’s Annual Meeting Proxy Statement but may still wish to make a business proposal at that meeting for consideration at the meeting, including a nomination for director, will be required to have delivered written notice to our Chief Financial Officer no later than November ~~24, 2021~~29, 2022 containing biographical and other required information pertinent to the subject matter of the proposal. There were no such proposals submitted for consideration at this ~~year's~~year’s Annual Meeting. Were such a proposal to be made at next ~~year's~~year’s Annual Meeting, a proxy granted by a shareholder prior to next ~~year's~~year’s Annual Meeting will be deemed to have given discretionary authority to the proxies to vote that ~~individual's~~individual’s shares on any matter so introduced at next ~~year's~~year’s Annual Meeting.

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Proposal #1

Election
of Directors

Our shareholders will be asked to elect eleven directors at the ~~2021~~2022 Annual Meeting.

~~All~~Ten of the persons listed below are incumbent members of our Board and, except for Luis M. Sierra, were elected at the ~~2020~~2021 Annual Meeting. As a result of its ongoing ~~incumbent~~ director performance review by the Corporate Governance and Nominating Committee (see “Director Nomination Process”) each incumbent Board member’s service and performance as a director during ~~2020~~2021 was evaluated by the Corporate Governance and Nominating Committee and was determined to have met all expectations for continued Board membership. In addition, Mr. Sierra’s qualifications were reviewed and found to fit nicely with the Board member qualifications criteria established by the Corporate Governance and Nominating Committee. The Committee determined that it would be in the best interest of the Company that each ~~incumbent~~ director, ~~all of~~ whom have expressed his or her willingness to continue to serve, should continue to do so. Accordingly, ~~all~~ eleven director candidates, having indicated their willingness to stand for election for an additional one-year term, were recommended for nomination by the Committee and are hereby nominated for election to the Board.

Each director, if elected, will serve until our ~~2022~~2023 Annual Meeting, or until a qualified successor director has been elected. All but Messrs. Millett, Busse and Teets are, and will continue to be, independent directors. In the event that any nominee at the time of the election is unable to serve or is otherwise unavailable for election, the Board, upon recommendation of the Corporate

Governance and Nominating Committee, may select a substitute nominee. In that event, the persons named in

the enclosed proxy intend to vote the proxy for the person so selected. We do not anticipate that any nominee will be unable to serve.

In addition, the Board has also reviewed all transactions during ~~2020~~2021 between Steel Dynamics, Inc. or any of its subsidiaries or affiliates, and companies or entities in which a director or a family member or affiliate might have owned any interest, for the purpose of ensuring that such transactions, if any, were approved in accordance with our “Statement of Policy For the Review, Approval or Ratification of Transactions With Related Persons”, and, further, for the purpose of determining whether any of such transactions impacted the independence of any director. The Board has affirmatively determined that none of the independent directors is an officer or employee of the Company, or any of our subsidiaries, and none of such persons have any relationships which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Ownership of a significant amount of our stock, by itself, does not constitute a material relationship or impact that person’s independence.

The ~~Board~~board of ~~Directors~~directors recommends a vote ~~FOR~~for each of the following ~~nominees.~~nominees

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Information Concerning Experience, Qualifications, Attributes and Skills of the Director Nominees and Other Executive Officers

Mark D. Millett

~~Position~~Position: Co-founder, ~~Director~~Chairman, President and ~~President and~~
Chief Executive Officer

Director ~~Since~~Since: 1993

~~Age~~Age: 61 62 (Male / Caucasian)

Outside Public Company ~~Directorships~~Directorships: None

~~Committees~~Committees: None

~~Education~~Education: Bachelor’s degree in metallurgy from the University of Surrey in England (1981)

Key ~~Qualifications~~Qualifications: Mr. Millett brings to the Board strong leadership and industry experience having co-founded the Company and led the Company as its President and CEO ~~during the past six years,~~since January 2012, through a period of tremendous long-term strategic growth. His experience as a seasoned public company CEO, coupled with his steel industry experience and his operational, commercial, cultural and strategic expertise, are valuable assets to the Board.

Professional ~~Background~~Background: Mr. Millett co-founded the Company in 1993. Mr. Millett has been our Board Chair since May 2021 and has been our President and Chief Executive Officer since January 2012. Prior to that, he has held various positions within the Company, including President and Chief Operating Officer, Executive Vice President of Metals Recycling and Ferrous Resources, and Executive Vice President of Flat Roll Operations. Mr. Millett was responsible for the design, construction, and start-up operation of all of our steel mills, including our Butler, Indiana flat roll, melting, and casting operations. Mr. Millett currently serves as Chairman of the Steel Manufacturers Association (SMA). During 2019, Mr. Millett was named the recipient of the James F. Collins Achievement in Advocacy Award by the ~~Steel Manufacturers Association.~~SMA. During 2014, Mr. Millett was named Steelmaker of the Year by the Association of Iron and Steel Technology.

Sheree L. Bargabos

~~Position~~Position: Director

Director ~~Since~~Since: 2018

~~Age~~Age: 65 66 (Female / Caucasian)

Outside Public Company ~~Directorships~~Directorships: PGT Innovations, ~~Inc~~Inc.

~~Committees~~Committees: Audit Committee and Compensation Committee Member

~~Education~~Education: Bachelor of Science degree in Chemistry from McGill University in Montreal, Quebec, Canada and an M.B.A. from Babson College in Wellesley, Massachusetts

Key ~~Qualifications~~Qualifications: Among numerous strong leadership characteristics, Ms. Bargabos brings a strong background in industrial operations, safety practices, commercial platforms, employee matters and operational excellence to our Board.

Professional ~~Background~~Background: Retired. Ms. Bargabos served from 2002 through 2012 as the President of the Roofing and Asphalt Division of Owens Corning, a global manufacturer of composites and building materials. In her capacity as President, Ms. Bargabos was responsible for the $2 billion roofing and asphalt business segment, managing 2,000 employees across 14 manufacturing locations. From 2013 through her retirement in 2015, Ms. Bargabos assumed the role of Vice President, Customer Experience, Roofing, helping to facilitate the successful transition of her successor, among other responsibilities.

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Keith E. Busse

~~Position~~Position: Co-founder and Director

Director ~~and non-executive Board Chair~~

~~Director Since~~Since: 1993

~~Age~~Age: 78 79 (Male / Caucasian)

Outside Public Company ~~Directorships~~Directorships: ~~None (previously served as Chairman of the board of Tower Financial Corporation from 1999-2014 and as a director of Accuride Corporation from 2012-2016)~~

~~Committees~~ None

~~Education~~Committees: None

Education: Undergraduate degree in accounting from International Business College, a degree in business finance from the University of St. Francis and a master’s degree in business administration from Indiana ~~University.~~University

Key ~~Qualifications~~Qualifications: Mr. Busse brings to the Board strong leadership and industry experience having co-founded the Company. He brings an innovative and strategic steel industry perspective to our Board, providing unique insight and guidance having led our Company through significant growth during his 18 years of leadership as CEO.

Professional ~~Background~~Background: Retired. Mr. Busse served as our Chief Executive Officer from inception through 2011. Mr. Busse also, from 1993 until May 2007, was our President, at which time he became Board Chair and Chief Executive Officer. He served as our Board Chair through May 2021. He grew the Company from the original 1.4 million tons of annual steelmaking capability to 7.4 million tons upon his retirement in 2011. He also initiated the Company’s fabrication and metals recycling platforms during that ~~time frame.~~timeframe. Mr. Busse was named Steelmaker of the Year in 2005 by the Association of Iron and Steel Technology and was named by Business Week Magazine as one of the Top 10 entrepreneurs in the United States.

~~Frank D. Byrne, M.D.~~Kenneth W. Cornew

~~Position~~Position: Director

Director ~~Since~~Since: ~~2005~~2016

~~Age~~Age: 68 57 (Male / Caucasian)

Outside Public Company ~~Directorships~~Directorships: ~~None (previously served as a director for Lincare Holdings from 1999-2012)~~

~~Committees~~ ~~Audit Committee and Corporate Governance and Nominating Committee Member~~

~~Education~~ Bachelor of Science degree in pre-professional studies from the University of Notre Dame (1974), a doctor of medicine degree from S.U.N.Y. Downstate Medical Center (1977), and a Master of Medical Management degree from Carnegie Mellon University (1999).

~~Key Qualifications~~ Dr. Byrne brings to the Board executive leadership and governance experience, as well as experience in management of complex organizations, employment-related matters, compensation policies, mergers and acquisitions, safety, process improvement and information technology. Dr. Byrne is directorship certified by the National Association of Corporate Directors. Dr. Byrne also served in numerous governance roles in not-for-profit and privately held organizations for more than 25 years, providing a wealth of experience to the Board.

~~Professional Background~~ Retired. Dr. Byrne is President Emeritus and Foundation Board member of SSM Health St. Mary’s Hospital, Madison, Wisconsin. He also serves as Chief Clinical Officer of Forward Health Group, a healthcare data analytics company and advises a healthcare information technology venture fund. He is a trustee of Edgewood College and is a board member of the Urban League of Greater Madison. He also consults, advises and teaches on corporate governance, leadership development, and strategy. He served as president of SSM Health St. Mary’s Hospital, part of SSM Health, a multi-state healthcare delivery system, from 2004-2015. Previously, he served in a variety of executive leadership and governance roles at Parkview Health, a regional healthcare system in northeast Indiana, from 1991-2004, including serving as President of Parkview Hospital from 1995-2002.

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~~Kenneth W. Cornew~~

~~Position~~ ~~Director~~

~~Director Since~~ ~~2016~~

~~Age~~ 56

~~Outside Public Company Directorships~~ None

~~Committees~~Committees: Corporate Governance and Nominating Committee and Compensation Committee Member

~~Education~~Education: Bachelor of Science degree in Electrical Engineering from Rutgers University (1987) and an MBA from Drexel University (1995)

Key ~~Qualifications~~Qualifications: Mr. Cornew brings to the Board a comprehensive understanding and experience in power operations, commodity cycles, commercial expertise, strategic growth, mergers and acquisitions, safety, and process improvement. He also brings an extensive knowledge and understanding of public company governance and regulatory matters.

Professional ~~Background~~Background: Retired. Mr. Cornew served from 2013 through early 2021 as Senior Executive Vice President and Chief Commercial Officer of Exelon Corporation and President and CEO of Exelon Generation. Mr. Cornew was responsible for the operations of Exelon’s nuclear, fossil, and renewable fleets, as well as the commercial and retail businesses of Constellation. In 1990 Mr. Cornew joined Exelon where, throughout his career, he was instrumental in establishing and growing the company’s competitive energy business. Prior to joining Exelon, Mr. Cornew worked for PJM Interconnection, a regional transmission organization and part of the U.S. Eastern Interconnection Grid serving several states in the Mid-Atlantic and Mid-West regions. Mr. Cornew was leader in advocacy for the industry and served on the Board of Directors of the Electric Power Research Institute whose focus is research and development relating to the generation, delivery and use of electricity. Mr. Cornew currently serves on the Industry Advisory Board for Rutgers School of Engineering and has previously served on the Advisory Board of FM Global Washington/Philadelphia and the Board of Trustees for the Living Classrooms Foundation.

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Traci M. Dolan

~~Position~~Position: Director

Director ~~Since~~Since: 2012

~~Age~~Age: 63 64 (Female / Caucasian)

Outside Public Company ~~Directorships~~Directorships: None

~~Committees~~Committees: Audit Committee ~~Chairperson~~Chair and Corporate Governance and Nominating Committee Member

~~Education~~Education: Bachelor of Science Degree in Business from Indiana University (1981)

Key ~~Qualifications~~Qualifications: Ms. Dolan brings to the Board a comprehensive knowledge of accounting, finance and financial management, as well as, experience in managing and overseeing regulatory compliances in the areas of executive compensation and risk management involving public companies. Her background also brings an understanding of information technology and cyber risk to the Board to help ensure proper risk oversight.

Professional ~~Background~~Background: Retired. Ms. Dolan served for ten years (2004 — 2014) with ExactTarget, Inc., a salesforce.com company, which provides global cross-channel interactive marketing software-as-a-service. From July 2011 to February 2014, she served as Chief Administrative Officer and Corporate Secretary, responsible for human resources, executive compensation, legal and corporate governance, real estate, risk management, and shareholder relations. Prior to this, she served as principal financial officer responsible for all financial and administrative functions, including financial and strategic planning, accounting, tax and treasury functions, among other responsibilities. From 2000 — 2004, Ms. Dolan served as Chief Financial Officer and Vice President of Finance and Administration, Secretary and Treasurer of Made2Manage Systems, Inc.

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James C. Marcuccilli

~~Position~~Position: Lead Independent Director

Director ~~Since~~Since: 2005

~~Age~~Age: 70 71 (Male / Caucasian)

Outside Public Company ~~Directorships~~Directorships: None

~~Committees~~Committees: Compensation Committee and Corporate Governance and Nominating Committee Member

~~Education~~Education: Bachelor’s degree in business finance from the University of Notre Dame (1973)

Key ~~Qualifications~~Qualifications: Mr. Marcuccilli brings to the Board his comprehensive experience in financial analysis, commercial understanding, banking, organizational management, strategic growth, and information technology and cyber risk. His background as a successful financial entrepreneur also brings a depth of knowledge concerning regulatory and governance matters.

Professional ~~Background~~Background: Mr. Marcuccilli has served as Chairman and Chief Executive Officer of STAR Financial Bank, a regional bank based in Fort Wayne, Indiana since 2016 and as President and Chief Executive Officer of STAR Financial Bank from 1997 to 2016. Mr. Marcuccilli serves as a director of STAR Financial Group, Inc., the holding company parent of STAR Financial Bank, as well as a director of STAR Financial Bank. Prior to that, Mr. Marcuccilli had responsibility for oversight of nine of STAR’s financial institutions throughout Indiana. He has served as chairman of the Northeast Indiana Regional Partnership from 2008-2009 and a board member of the Indiana Economic Development Corporation (2004 to 2017).

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Bradley S. Seaman

~~Position~~Position: Director

Director ~~Since~~Since: 2013

~~Age~~Age: 61 62 (Male / Caucasian)

Outside Public Company ~~Directorships~~Directorships: CPI Card Group, Inc., Chairman

~~Committees~~Committees: Corporate Governance and Nominating Committee ~~Chairperson~~Chair and Compensation Committee Member

~~Education~~Education: Bachelor of Science degree in Business Administration from Bowling Green State University (1982) and an MBA from the University of Dallas (1986)

Key ~~Qualifications~~Qualifications: Mr. Seaman brings to the Board a comprehensive understanding and experience in the private equity markets, strategic initiatives, mergers & acquisitions, management experience, and both operational and corporate governance experience. He also brings an extensive knowledge and understanding of public company governance and regulatory matters.

Professional ~~Background~~Background: Mr. Seaman has been employed, since August 1999, by Parallel49 Equity, a private equity firm (successor brand of Tricor Pacific Capital) that makes control investments in lower middle market companies in the United States and Canada. From 1999 through December 2011, Mr. Seaman was Managing Director and leader of its U.S. operations, and, since January 2012, has served as its Managing Partner, responsible for leading overall firm operations, strategy, funding, and investments. Mr. Seaman was employed by the General Electric Company from 1984 — 1999 in a series of increasingly responsible positions in both GE Plastics and GE Capital. At GE Capital, Mr. Seaman was ultimately promoted to lead transaction origination and structuring teams in the New York and Chicago offices for the Commercial Finance business which was focused on providing debt and equity for private equity backed transactions and he led GE’s equity investment in the start-up of Steel Dynamics.

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Gabriel L. Shaheen

~~Position~~Position: Director

Director ~~Since~~Since: 2009

~~Age~~Age: 67 68 (Male / Middle Eastern)

Outside Public Company ~~Directorships~~Directorships: None ~~(previously~~

(previously served as Chairman of the board of Horace Mann Educators Corporation from 2010 to 2018).

~~Committees~~Committees: Compensation Committee ~~Chairperson~~Chair and Audit Committee Member

~~Education~~Education: Bachelor’s degree in actuarial math from the University of Michigan (1976) and a master’s degree in actuarial science from the University of Michigan (1977)

Key ~~Qualifications~~Qualifications: Mr. Shaheen brings an extensive background of training, skills, and experience in the world of risk assessment and management, as well as management skills and experience in operating and supervising complex institutional relationships and major operating units of large publicly traded companies.

Professional ~~Background~~Background: Mr. Shaheen was a founding partner of Insurex, LLC in 2018, served since 2000 as President, Chief Executive Officer and a principal of GLS Capital Ventures, LLC and partner of NxtStar Ventures, LLC from 2000 through 2018, all of them providing private advisory services to both start-up and existing life insurance, annuity insurance, and other financial services organizations, as well as to entities that serve such organizations. From January 1998 through December 1999, Mr. Shaheen served as Chairman, President and Chief Executive Officer of Lincoln National Life Insurance Company, with responsibility for all of Lincoln’s life and annuity operations throughout the United States.

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Luis M. Sierra

~~Position~~Position: Director

Director ~~Since~~Since: ~~2018~~2021

~~Age~~Age: 68 58 (Male / Hispanic)

Outside Public Company ~~Directorships~~Directorships:
None

Committees: Compensation Committee Member

Education: Bachelor’s degree in Mechanical Engineering from the University of Florida, a Master’s degree in Mechanical Engineering from Georgia Institute of Technology, and an M.B.A. in Business Administration from the University of Chicago

Key Qualifications: Mr. Sierra brings a strong background in industrial and international operations, commercial and organizational strategy, and financial acumen to our Board. Mr. Sierra also has worked extensively outside of the United States and is bilingual, speaking Spanish.

Professional Background: From July 2020 through present, Mr. Sierra serves as the President and Chief Executive Officer of NOVA Chemicals Corporation, with annual 2020 revenues of $3.2 billion and 2,400 worldwide team members. NOVA is a Canadian-based privately held company with operations in Canada and the United States, producing ethylene, polyethylene, and other chemical co-products. Prior to this time, Mr. Sierra had an over 30-year career with BP, holding various leadership positions, including most recently from 2013 to 2016 as the President of BP Aromatics, Americas, Europe and Middle East, and from 2016 to 2020 as the Chief Executive Officer of BP Global Aromatics, a $5 billion global chemicals business.

Steven A. Sonnenberg

Position: Director

Director Since: 2018

Age: 69 (Male / Caucasian)

Outside Public Company Directorships:Tennant Company, Chairman of the Board Sensata Technologies Holding plc, Director

~~Committees~~Committees: Audit Committee and Corporate Governance and Nominating Committee Member

~~Education~~Education: Bachelor’s degree in Civil Engineering from the Georgia Institute of Technology and an M.B.A in Business Administration from the University of Virginia Darden School of Business.

Key ~~Qualifications~~Qualifications: Among numerous strong leadership characteristics, Mr. Sonnenberg brings a strong background in industrial and international operations to our Board, as well as a comprehensive understanding of public company governance and regulatory matters, talent development and succession practices, and commercial acumen.

Professional ~~Background~~Background: Retired. Mr. Sonnenberg served from 2008 through 2016 as President of Emerson Electric Co.’s $8.5 billion Process Management Group, a worldwide 40,000-employee, eight business unit manufacturer of automation products for process industries, including oil and gas, chemical processing, power, life sciences, and metals and mining. In 2016, Mr. Sonnenberg became Chair of Emerson Electric Co.’s Automation Solutions business, which assists manufacturers to maximize performance through Emerson’s industry-leading portfolio of technologies to measure, control, optimize and power their operations. In 2018, he became Senior Advisor, Emerson Automation Solutions, until his retirement in 2019. In that role, he worked in the areas of leadership development and senior customer relations. For more than 15 years prior to his appointment as Emerson’s Process Management Group’s President, Mr. Sonnenberg managed various Emerson affiliated companies with operations throughout Asia and Europe.

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Richard P. Teets, Jr.

~~Position~~Position: Co-founder and Director

Director ~~Since~~Since: 1993

~~Age~~Age: 64 65 (Male / Caucasian)

Outside Public Company ~~Directorships~~ ~~None~~Directorships:

~~Committees~~ None

~~Education~~Committees: None

Education: Bachelor’s degree in mechanical engineering from Lafayette College (1977) and a master’s degree in business administration from Duquesne University (1982)

Key ~~Qualifications~~Qualifications: Mr. Teets brings to the Board strong leadership and industry experience having ~~cofounded~~co-founded the Company. Mr. Teets brings to the Board a strong academic, innovative, strategic and operational background and business experience in the design, construction and operation of steel mill facilities. Additionally, he offers demonstrated leadership in organizing, planning and directing complex projects, both at the construction and operational levels.

Professional ~~Background~~Background: Retired. Mr. Teets had been our Executive Vice President for Steelmaking and President and Chief Operating Officer of Steel Operations since August 2008 through March 2016. In April 2007, Mr. Teets became an Executive Vice President, overseeing the Company’s four long-products steelmaking divisions and the steel fabrication platform. From 1998 to 2007, he managed the construction, ~~startup,~~start-up, and operation of the Structural and Rail Division and was responsible for its commercial success and growth. Prior to this, from 1993 to early 1996, Mr. Teets was responsible for the design, construction, and start-up operation of the Company’s Butler Flat Roll Division. Mr. Teets was named the Steel Advocate of the Year during 2016 by the American Metal Market.

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Other Named Executive Officers

Theresa E. Wagler ~~(50)~~(51) has been our Executive Vice President, Chief Financial Officer and Corporate Secretary since May 2007. Ms. Wagler joined the Steel Dynamics corporate finance team in 1998, and has held various finance and accounting positions, including Chief Accounting Officer and Vice President and Corporate ~~Controller, and was appointed to her current position in May 2007.~~Controller. She is responsible for and oversees accounting and taxation, treasury, risk management, legal, information technology and cyber security, health and safety, human resources, sustainability ~~efforts,~~strategy, and strategic business development functions, as well as, financial planning and analysis, investor relations, and corporate communications. Ms. Wagler also has various operational responsibilities, directly overseeing two operating joint ventures. Prior to joining Steel Dynamics, Ms. Wagler was a certified public accountant with Ernst & Young LLP. She graduated cum laude from Taylor University with a bachelor’s degree in accounting and systems analysis. In addition, Ms. Wagler serves as a director and chair of the audit committee of CF Industries Holdings, Inc., a public company, and also serves as a director for Trine ~~University.~~University and for the Metals Service Center Institute.

Russell B. Rinn ~~(63)~~(64) has been our Executive Vice President, ~~for~~ Metals Recycling since July 2011. Mr. Rinn is responsible for OmniSource’s ferrous and nonferrous metals recycling operations including marketing, trading, and logistics activities. OmniSource procures metal scrap, processes it, and markets these recycled metals to external customers and supplies ferrous scrap to the Company’s steel mills. Prior to joining Steel Dynamics, Mr. Rinn was an Executive Vice President &and President of Americas Division of Commercial Metals Company (CMC), a Texas-based mini-mill steel company. He has more than 40 years of experience in the steel and metals recycling industries. Mr. Rinn is a graduate of the Executive Program of the Stanford University Graduate School of Business and of the Management Development Program at the University of Michigan’s Business School. He holds a bachelor’s degree in Finance, Marketing and Business Administration from Texas Lutheran University.

Glenn A. Pushis ~~(55)~~(56) has been our Senior Vice President, Special Projects, since February 2019. Mr. Pushis is responsible for the successful design and construction of the Company’s new Southwest-Sinton Flat Roll Division developed to serve the Southwestern United States and Mexico. He has extensive experience in this capacity and has been instrumental in numerous construction projects for Steel Dynamics since its founding. Prior to that, Mr. Pushis served as Senior Vice President, Long Products Steel Group, responsible for the Company’s four long product steel mills. Mr. Pushis has been with Steel Dynamics since 1994, holding various operational and leadership roles, including roles within the Engineered Bar Products Division and the Butler Flat Roll Division. He was also part of the team that constructed the Company’s first steel mill in Butler, Indiana in 1994. Mr. Pushis earned a bachelor’s degree in mechanical engineering from Purdue University and his MBA from Indiana University.

Barry T. Schneider ~~(52)~~(53) has been our Senior Vice President, Flat Roll Steel Group since March 2016. Mr. Schneider is responsible for the Company’s entire flat roll steel operations, including the Company’s two flat roll steel mills and numerous flat roll processing, coating, and distribution operations. Before that, Mr. Schneider served in various operational and leadership roles within the Company’s steel operations, including Engineered Bar Products Division and Butler Flat Roll Division. He was also part of the team that constructed the Company’s first steel mill in Butler, Indiana in 1994. Mr. Schneider earned a bachelor’s degree in mechanical engineering and a ~~Master~~master of ~~Science~~science in engineering management from Rose-Hulman Institute of Technology. In addition, Mr. Schneider serves as a director for the Association of Iron & Steel Technology and Unity Aluminum.

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Director Compensation

The following table presents the total compensation for each person who served as a non-employee member of the Board during 2020. The Compensation Committee, in consultation with its independent compensation consultant, elected to maintain the same levels of cash and equity compensation for our directors this year. The Company’s director compensation has remained unchanged for three years.2021.

Name (a)	Fees Earned or Paid in Cash (b)1			Stock Awards (c)2			Total (h)			Name (a)	Fees Earned or Paid in Cash (b)1			Stock Awards (c)2			Total (h)
Sheree L. Bargabos		$	119,500		$	130,011		$	249,511	Sheree L. Bargabos		$	122,250		$	144,026		$	266,276
Keith E. Busse			250,000			130,011			380,011	Keith E. Busse			187,500			144,026			331,526
Frank D. Byrne, M.D.			119,500			130,011			249,511	Frank D. Byrne, M.D.			122,250			144,026			266,276
Kenneth W. Cornew			115,000			130,011			245,011	Kenneth W. Cornew			120,000			144,026			264,026
Traci M. Dolan			132,500			130,011			262,511	Traci M. Dolan			141,250			144,026			285,276
James C. Marcuccilli			155,000			130,011			285,011	James C. Marcuccilli			160,000			144,026			304,026
Bradley S. Seaman			122,500			130,011			252,511	Bradley S. Seaman			133,750			144,026			277,776
Gabriel L. Shaheen			132,000			130,011			262,011	Gabriel L. Shaheen			138,500			144,026			282,526
Steven A. Sonnenberg			119,500			130,011			249,511	Steven A. Sonnenberg			122,250			144,026			266,276
Richard P. Teets, Jr.			100,000			130,011			230,011	Richard P. Teets, Jr.			112,500			144,026			256,526

Other than as set forth in the table, ~~and described more fully below,~~ we did not pay any other compensation or make any equity or non-equity awards to any of the non-employee members of the Board. Mr. Millett, who is our Chairman, President, and Chief Executive Officer, received no compensation for his service as a ~~member~~director or as Chairman of the Board and, consequently, is not included in the table.

1 Ms. Bargabos received a DSU award for ~~1,513~~966 shares of the Company’s common stock with a grant date fair value of $50,000 in lieu of her annual cash retainer. Mr. Teets received a DSU award for ~~1,707~~1,432 shares of the Company’s common stock with a grant date fair value of ~~$50,000~~$87,500 in lieu of his annual cash retainer.

2 The amounts reported in this column represent the grant date fair value of the DSU awards granted under the 2015 Plan. The DSU awards with an award value of ~~$130,000~~$144,000 were each for ~~4,895~~2,307 shares of the Company’s common stock on the basis of the Nasdaq closing market price for the Company’s common stock on the last business day prior to June 1, ~~2020.~~2021. Each ~~2020~~2021 DSU award vested in full on the grant date, subject only to the particular deferred settlement date elected in advance by the director for settlement of his or her DSU award into shares of the Company’s common stock on a one-for-one basis.

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Cash Compensation

For ~~2020,~~2021, the standard cash compensation retainer for the non-employee members of the Board, as well as any additional cash received for respective committee ~~participation,~~chairs, were as follows:

	Annual Retainers			Committee Chair			Committee Member				Annual Retainers			Committee Chair
Non-employee Director		$	100,000							Non-employee Director		$	125,000
Lead Independent Director			140,000							Lead Independent Director			165,000
Non-Executive Board Chair			250,000							Audit Committee					$	25,000
Audit Committee					$	25,000		$	12,000	Compensation Committee						20,000
Compensation Committee						20,000			7,500	Corporate Governance and Nominating Committee						20,000
Corporate Governance and Nominating Committee						15,000			7,500

Non-employee members of the Board may elect to defer up to 100% of their annual cash retainer relating to their Board service, in increments of 10%, in the form of additional deferred stock units (“DSU”), as further described below under “Equity Compensation.” The actual number of DSUs is determined by dividing the dollar amount of the board service cash retainer amount that is the subject of the election by the closing price of the Company’s common stock at the close of business on the last business day preceding the date of the elected cash retainer payment. This deferral election must be made prior to December 31st of the calendar year preceding the year for which the deferral election is made and to elect, in advance, the desired deferral period, specifically, for a period of either one year, or the earlier to occur of five years or one year following his or her retirement from the Board.

Equity Compensation

Non-employee members of the Board also receive an annual equity award, in the form of DSUs. In ~~2020,~~2021, these director DSU awards each had a grant date fair value of ~~$130,000.~~$144,000. The grant is made annually, as of June 1, and the number of DSUs is determined by a formula, set forth in the Amended and Restated Steel Dynamics, Inc.

2015 Equity Incentive Plan (“2015 Plan”), under which the equity portion of the annual Board service retainer is divided by the closing price of the Company’s common stock at the close of business on the last business day preceding June 1, to arrive at the specified number of DSUs. Each DSU is a book-entry award expressed in common stock equivalent units and ultimately settled at the end of the deferral period in a like number of shares of the Company’s common stock.

Equity Ownership Policy for Directors

We maintain an equity ownership policy for the non-employee members of the Board. Under this policy, each non-employee member of the Board is required to own and hold shares of the Company’s common stock equal to at least five times his or her annual cash retainer, currently ~~$100,000,~~$125,000, for an aggregate of ~~$500,000.~~$625,000. We review compliance with this policy annually and require each non-employee member of the Board to meet his or her respective equity ownership requirement within five years of joining the Board. We believe that each of the existing non-employee members of the Board either has satisfied, or will satisfy, this requirement on a timely basis. Our Board contains two of our top 1015 shareholders and collectively our Board members own ~~4.7%~~4.8% of our outstanding common stock.

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Security Ownership of Directors and Executive Officers

The following table shows how much of the Company’s common stock the directors and the Named Executive Officers, and all directors and executive officers, as a group, beneficially owned as of March ~~22, 2021.~~11, 2022. For purposes of the following table, beneficial ownership is determined in accordance with Exchange Act Rule 13d-3.

	Current Beneficial Holdings		Percent Owned*		Current Beneficial Holdings		Percent Owned*
Named Executive Officers				Named Executive Officers
Mark D. Millett1		3,461,587	1.6%	Mark D. Millett1		2,868,676	1.5%
Theresa E. Wagler		425,161	0.2%	Theresa E. Wagler		382,961	0.2%
Russell B. Rinn2		252,017	0.1%	Russell B. Rinn2		262,499	0.1%
Glenn A. Pushis		146,136	0.1%	Glenn A. Pushis		118,785	0.1%
Barry T. Schneider		116,732	0.1%	Barry T. Schneider		132,633	0.1%
Directors				Directors
Sheree L. Bargabos		15,089	0.0%	Sheree L. Bargabos		18,061	0.0%
Keith E. Busse3		1,010,015	0.5%	Keith E. Busse		727,378	0.4%
Frank D. Byrne, M.D.		79,564	0.0%	Frank D. Byrne, M.D.		82,247	0.0%
Kenneth W. Cornew		27,605	0.0%	Kenneth W. Cornew		29,968	0.0%
Traci M. Dolan		47,945	0.0%	Traci M. Dolan		51,047	0.0%
James C. Marcuccilli		84,574	0.0%	James C. Marcuccilli		83,442	0.0%
Bradley S. Seaman		43,445	0.0%	Bradley S. Seaman		46,465	0.0%
Gabriel L. Shaheen4		83,267	0.0%	Gabriel L. Shaheen		80,018	0.0%
Steven A. Sonnenberg		12,988	0.0%	Luis M. Sierra		2,139	0.0%
Richard P. Teets, Jr.5		5,133,000	2.4%	Steven A. Sonnenberg		15,516	0.0%
				Richard P. Teets, Jr.3		5,137,507	2.7%
Directors and Executive Officers as a Group (17 persons)		11,061,823	5.2%
				Directors and Executive Officers as a Group (18 persons)		10,184,406	5.4%

* Assumes exercise of all stock options currently exercisable or exercisable within 60 days (of which there are none).

1 Mr. Millett’s ownership includes ~~150,000~~130,700 shares in a grantor retained annuity trust of which he is the sole trustee and annuitant.

2 Mr. Rinn’s ownership includes 2,000 shares held in his retirement plan.

3 Mr. Busse’s ownership includes 5,000 shares held by a custodian for his minor grandchild. Mr. Busse’s ownership includes 250,000 shares representing 25% of his total shares held, which are pledged as collateral to secure a loan.

4 ~~Mr. Shaheen’s ownership includes 6,500 shares held in his retirement plan.~~

5 Mr. Teets’ ownership includes 94,089 shares of the Company’s common stock owned by Mr. Teets’ spouse.

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Security Ownership of Certain Beneficial Owners

At December 31, ~~2020,~~2021, based upon filings with the SEC, and based upon a total of ~~210,914,264~~194,997,922 shares issued and outstanding at that time, the following persons owned more than 5% of the Company’s common stock.

Name and Address Amount of Beneficial Ownership Percent of Ownership

BlackRock Inc.1
55 East 52nd Street
New York, NY 10055
22,664,231 10.7%

The Vanguard Group2
100 Vanguard Blvd.
Malvern, PA 19355
18,751,882 8.9%

Name and Address	Amount of Beneficial Ownership	Percent of Ownership
BlackRock Inc.1 55 East 52nd Street New York, NY 10055	25,061,389	12.9%
The Vanguard Group2 100 Vanguard Blvd. Malvern, PA 19355	21,002,962	10.8%

1 Share amounts are based on a Schedule 13G/A filed with the SEC on January 27, ~~2021,~~2022, reporting beneficial ownership as of December 31, ~~2020,~~2021, which indicates that BlackRock, Inc. has sole voting power of ~~20,843,139~~22,999,469 of the shares shown and sole dispositive power of ~~22,664,231~~25,061,389 of the shares shown.

2 Share amounts are based on a Schedule 13G/A filed with the SEC on February 10, ~~2021,~~2022, reporting beneficial ownership as of December 31, ~~2020,~~2021, which indicates that The Vanguard Group has shared voting power of ~~190,687~~186,047 of the shares shown, sole dispositive power of ~~18,266,513~~20,582,971 of the shares shown and shared dispositive power of ~~485,369~~419,991 of the shares shown.

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Proposal #2

Ratification of
the Appointment
of Independent
Registered Public
Accounting Firm
as Auditors

In accordance with the provisions of the Sarbanes Oxley Act of 2002, the Audit Committee has appointed Ernst & Young LLP (Ernst & Young) as our independent registered public accounting firm, to conduct our annual audit for the year ~~2021.~~2022. Although not legally required, but in accordance with established policy, we are submitting this appointment to shareholders for ratification. In the event the appointment is not ratified, we anticipate that no change in auditors would be made for the current year because of the difficulty and expense of making any change mid-year. However, any such vote would be considered in connection with our deliberation of the appointment of an independent registered public accounting firm for ~~2022.~~2023.

Ernst & Young conducted our annual audit for ~~2020,~~2021, and representatives of Ernst & Young will be present and will be available at the meeting to respond to questions from shareholders, and, if the representatives desire, will have an opportunity to make a statement.

The Board of Directors recommends a vote FOR the approval of the appointment of Ernst & Young LLP as our independent registered public accounting firm for ~~2021.~~2022.

Audit and Non-Audit Fees

The following table presents fees for services rendered by Ernst & Young, as the Company’s independent registered public accounting firm, for the years ended December 31, ~~2019~~2020 and ~~2020.~~2021.

	2019			2020				2020			2021
Audit Fees		$	2,921,000		$	2,796,000	Audit Fees		$	2,796,000		$	2,669,000
Audit Related Fees			—			—	Audit Related Fees			—			—
Tax Fees			93,000			73,000	Tax Fees			73,000			141,000
All Other Fees			—			—	All Other Fees			—			—
									$	2,869,000		$	2,810,000
		$	3,014,000		$	2,869,000

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent ~~Auditor~~Registered Public Accounting Firm

Consistent with SEC policies regarding auditor independence, the Audit Committee must pre-approve all audit and permissible non-audit services provided by our independent ~~auditors.~~registered public accounting firm. Our Non-Audit Services Pre-Approval Policy covers all services to be performed by our independent ~~auditors.~~registered public accounting firm. The policy contemplates a general pre-approval for all audit, audit related, tax, and all other services that are permissible, with a general pre-approval period of twelve months from the date of each pre-approval. Any other proposed services that are to be performed by our independent ~~auditors,~~registered public accounting firm, not covered by or exceeding the pre-approved levels or amounts, must be specifically approved in advance of service.

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Prior to engagement, the Audit Committee will pre-approve the following categories of services:

■

Audit fees include fees for (1) services rendered in connection with the audit of the Company’s consolidated financial statements included in its annual Form 10-K and reviews of financial statements included in the quarterly Forms 10-Q; and (2) the review of internal control over financial reporting with the objective of obtaining reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Such work also includes, but is not limited to, fees for the review of the Company’s valuation of business combinations, accounting consultations on matters addressed during the audit including implementation of new accounting standards, services rendered in connection with comfort letters, statutory audits or other audits of subsidiaries, and services associated with statutory or regulatory filings or engagements, including SEC registration statements, periodic reports, and other documents filed with the SEC or other documents issued in connection with securities offerings.

■

Tax fees include fees related to services performed by the independent ~~auditors’~~registered public accounting firm tax personnel, except those services specifically related to the financial statements which are included in audit fees, and included tax advisory and compliance fees (including assistance with tax audits and appeals, tax compliance related to tax returns, tax advice relating to mergers and acquisitions, indirect tax matters, due diligence assistance regarding tax matters, and transfer pricing studies).

Applicable SEC rules and the Audit Committee’s pre-approval policy permits the delegation of pre-approval authority for services not covered by the Audit Committee’s general pre-approval to the Chair of the Audit Committee.

Report of the Audit Committee

The Audit Committee operates under a written charter adopted by the Committee and approved by the Board, and is posted on the Company’s website at ~~www. steeldynamics.com~~www.steeldynamics.com under “Investors — Corporate Governance.” The charter is reviewed at least annually and updated as necessary. The Audit Committee is comprised of five non-employee independent directors, each of whom met the definition of “audit committee financial expert.”

Among its other responsibilities, summarized in this Proxy Statement under “Governance of the Company — The Audit Committee,” the Audit Committee oversees:

■

The quality and integrity of our audited financial statements, accounting and financial reporting processes, and our systems of internal control over financial reporting, as well as for safeguarding of our assets;

■

The appointment and oversight of our external independent ~~auditors,~~registered public accounting firm, including review of their qualifications, independence and performance;

■

Our compliance with legal and regulatory requirements;

■

The performance of our internal audit staff and internal audit function; and

■

Our guidelines and policies with respect to risk assessment and risk management.

Roles and Responsibilities

Management, our independent registered public accounting firm, and the Audit Committee each have different roles and responsibilities with respect to our financial statements and internal control over financial reporting.

Management is responsible for the preparation, presentation, and integrity of our consolidated financial statements, accounting and financial reporting principles, internal control over financial reporting, and disclosure controls and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. Management is also responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of our system of internal control, and has delivered its opinion on the effectiveness of its controls.

Our independent registered public accounting firm, Ernst & Young is responsible for performing an independent audit of our consolidated financial statements and for expressing an opinion, based on the results of their audit, whether the consolidated financial statements are fairly presented in all material respects, in conformity with generally accepted accounting principles in the United States. In addition, Ernst & Young, is also responsible for expressing an opinion on the effectiveness of our internal control over financial reporting. The Audit Committee reviewed and discussed

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with the independent registered public accounting firm the assessment of the critical audit matter.

Oversight and Assessment of the Independent ~~Auditors~~Registered Public Accounting Firm

The Audit Committee selects and appoints our independent ~~auditors,~~registered public accounting firm, reviews the performance of the independent ~~auditors~~registered public accounting firm in the annual audit and in assignments unrelated to the audit, and reviews and approves the ~~independent auditors’~~ fees. Ernst & Young has been Steel Dynamics’ ~~external auditor~~independent registered public accounting firm since 1999 and in addition to its ongoing annual performance evaluation, the Audit Committee also considers the impact, if any, of auditor tenure when assessing whether to retain Ernst & Young. The Audit Committee approved the selection and engaged the services of Ernst & Young as our independent auditing firm for the Company’s fiscal year ended December 31, ~~2020,~~2021, after employing its annual quality and review process described below.

In ~~2020,~~2021, the Audit Committee, with assistance from management, conducted a formal performance appraisal of Ernst & Young, soliciting the opinions of the Audit Committee, internal audit, executive management and other relevant Company employees. In determining whether to appoint Ernst & Young as Steel Dynamics’ independent ~~auditor~~registered public accounting firm for ~~2021,~~2022, the Audit Committee took into consideration a number of factors, including the frankness and quality of the Audit Committee’s ongoing discussions with our auditor, the auditor’s independence, and the assessment of the professional qualifications and past performance of both Ernst & Young as a whole and the Lead Audit Partner. The results assessed Ernst & Young’s performance to have met all expectations. In that regard, the Audit Committee recommends engaging Ernst & Young as our independent auditing firm for the Company’s fiscal year ending December 31, ~~2021.~~2022.

Required Disclosures and Discussions

In connection with the December 31, ~~2020~~2021 audited consolidated financial statements, the Audit Committee:

■

Met with Ernst & Young eight times with management present and four times without management present.

■

Discussed with ~~the Company’s independent auditors,~~ Ernst & Young the matters required to be discussed in Auditing Standard No. 16 (Communication with

Audit Committees), issued by the Public Company Accounting Oversight Board (United States) (“PCAOB”), now codified as AS No. 1301, as well as Auditing Standard No. 18 (Related Parties).

■

Received and reviewed the written disclosures and the letter from Ernst & Young required by PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence) and has discussed with the auditors their independence.

■

Reviewed and discussed with management and with Ernst & Young management’s report on Steel Dynamics’ internal control over financial reporting and Ernst & Young’s ~~attestation~~ report on the effectiveness of Steel Dynamics’ internal control over financial ~~reporting.~~reporting and the assessment of the critical audit matter identified by Ernst & Young.

■

Discussed whether the provision of services by Ernst & Young and the fees paid to them for services not related to the audit of the financial statements referred to above, is compatible with maintaining Ernst & Young’s independence.

Recommendation to Include the Financial Statements in the Annual Report

Based upon the Audit Committee’s discussions with management and our independent registered public accounting firm, and the Audit Committee’s review of the audited financial statements, the representations of management and the report of our independent registered public accounting firm to the Audit Committee, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021.

The Audit ~~Committee~~Committee:
Traci M. Dolan, Chair
Sheree L. Bargabos, Member
Frank D. Byrne, M.D., Member
Gabriel L. Shaheen, Member
Steven A. Sonnenberg, Member

March ~~29, 2021~~21, 2022

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Executive
Compensation and
Related Information

This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our compensation program for our Named Executive Officers (our “NEOs”). It also provides an overview of our executive compensation philosophy, policies and practices, which are designed to achieve our financial, operational and strategic business objectives. For ~~2020,~~2021, our NEO’s were:

	Name			Position
	Mr. Mark Millett			Chairman, President and Chief Executive Officer
	Ms. Theresa Wagler			Executive Vice President, Chief Financial Officer and Corporate Secretary
	Mr. Russell Rinn			Executive Vice President, ~~for~~ Metals Recycling
	Mr. Glenn Pushis			Senior Vice President, Special Projects
	Mr. Barry Schneider			Senior Vice President, Flat Roll Steel Group

Executive Summary

~~2020~~2021 Business Overview

Our commitment is to the health, safety and ~~wellbeing~~well-being of our teams, families, and communities and to meet the needs of our customers. Our culture and our business model ~~continue to~~ positively differentiate our ~~performance from the rest of the industry,~~company and weperformance. We are in a place of strength. We are competitively positioned and focused to ~~continue to~~ deliver long-term value creation for all of our stakeholders.

During ~~2020,~~2021, we achieved ~~strong~~record financial and operating ~~results.~~results at each of our three primary operating platforms. We continue to be differentiated by maintaining our focus on customer supply-chain solutions and value-added products with over 70% of our steel and steel fabrication shipments considered value-added. The graphic below highlights ~~some of~~ our key ~~achievements:~~achievements in 2021:

[MISSING IMAGE: tm223421d1_fc-performpn.jpg]

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As demonstrated, we believe that our business model and unique operating culture generate strong cash flow through all market cycles — based on the low, highly-variable cost structure of our operations, ~~and~~ our highly diversified, value-added product ~~offerings.~~offerings and customer supply-chain solutions. The strength of our through-cycle cash generation coupled with a strong capital structure foundation provides the opportunity for continued organic and transactional ~~growth.~~growth while also providing strong shareholder distributions. We are squarely focused on the continuation of sustainable, optimized value creation.

~~2020~~2021 Shareholder Engagement and Say-on-Pay

At our ~~2020~~2021 Annual Meeting, we conducted a ~~nonbinding~~non-binding advisory vote on the compensation of our NEOs, commonly referred to as a “say-on-pay” vote. Our shareholders approved our NEOs’ compensation with ~~94%~~93% of the votes cast on the proposal voting in favor of our executive compensation program.

Based on strong say-on-pay support and in combination with feedback from our shareholder engagement efforts, the Compensation Committee has retained the program’s emphasis on both short-term annual performance-based incentives that reward our NEOs when we meet certain profitability hurdles and long-term performance-based incentive compensation opportunities that promote the creation of sustainable long-term value for our ~~investors.~~shareholders.

Consistent with the recommendation of the Board and the preference of our shareholders, as expressed at the 2017 Annual Meeting, to hold advisory say-on-pay votes on the compensation of our NEOs on an annual basis, the Board has decided to continue this policy. Accordingly, following this Annual Meeting (to which this Proxy Statement relates), which will include this year’s ~~(2021)~~(2022) annual advisory say-on-pay vote, the next advisory say-on-pay vote will take place in ~~2022.~~2023. The next ~~say-on- frequency~~say-on-frequency vote will take place in 2023.

Strong Compensation Best Practices

We are committed to sound compensation practices that encourage a long-term focus on stakeholder value creation and to sustainability of our resources, as highlighted by the following items:


	■			Highly levered ~~companywide~~company-wide performance-based compensation
	■			Strong shareholder say-on-pay support with ~~94%~~93% voting in favor during ~~2020 and 2019~~2021
	■			Robust stock ownership requirements for all executive officers
	■			Clawback policy regarding executive compensation
	■			“Double-trigger” change-in-control payments and benefits
	■			No excise tax gross ups
	■			Prohibit hedging and a severe limitation onof pledging of Company stock
	■			Independent compensation consultant retained by the Compensation Committee

~~2020~~Focus on ESG Metrics in 2022

2021 Executive Compensation Decisions

~~The~~As in prior years, the Compensation Committee made no adjustments to the pre-established metrics or performance measures of any award for ~~2020.~~ 2021.

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The following highlights the ~~2020~~key compensation decisions made by the Compensation ~~Committee:~~Committee in 2021:

■

~~Increased~~Did not increase Mr. Millett’s annual base salary ~~by 3% to $1,390,000~~ and increased the annual base salaries of our other NEOs by an average of 5%3%;

■

Approved the Annual Incentive Compensation Plan’s (“Annual Plan”) formula-based compensation award for Mr. Millett equal to the maximum award of 350% of his annual base salary, and likewise approved annual incentive compensation awards for our other NEOs ranging from ~~242%~~300% to 350% of their annual base salaries;

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■

Approved three-year performance share awards (for the period from ~~2020~~2021 to ~~2022)~~2023) under our Long-Term Incentive Plan (“LTIP”) for Mr. Millett, having a target grant date fair value of $2,432,500, and for our other NEOs, having target grant date fair values ranging from ~~$693,750~~$737,500 to $887,500;

■

Approved ten-year stock appreciation right awards under our Stock Appreciation Right (“SAR”) Program for Mr. Millett, having a grant date fair value of ~~$1,000,005,~~$1,000,012, and for our other NEOs, having grant date fair values of ~~$200,001;~~$200,008; and

■

Approved a restricted stock unit (“RSU”) ~~award to~~awards for Mr. Millett with a grant date fair ~~value~~values of ~~$1,250,000,~~$1,170,867, and RSU awards tofor our other NEOs with grant date fair values ranging from ~~$228,821~~$234,881 to ~~$457,509.~~$468,459.

What Drives our Program

Compensation Philosophy and Objectives

Our executive compensation program reflects a continuation of the team-oriented entrepreneurial culture upon which the Company was founded and that has contributed to our success. While the type of executive we seek to attract and retain might have the opportunity to work elsewhere at a higher guaranteed base wage, nonetheless, we believe that he or she will want to work for us because of the opportunity to earn a higher multiple of that guaranteed base wage in years in which his or her efforts have contributed to a substantially more profitable year for the Company, our people and our ~~investors.~~shareholders. Fundamental to this philosophy is the recognition of the central role that teamwork, collaboration, and transparency play in the achievement of this kind of consistent superior financial and operational performance, under all market conditions, both at the executive and operating levels. This philosophy is, ~~in fact,~~ reflected at every level of the Company, from our colleagues on the plant floor to corporate and divisional senior leaders.

Both our annual and long-term incentive compensation award opportunities have a common and intentional “pay-for-performance” design. Each program rewards one or more elements important to the interests of the Company, our teams, and our shareholders. Our executive compensation program contains a significant majority of compensation “at risk” and aligns with shareholder

interests with clear, objective return metrics that over the long-term drive value creation.

When compared to our steel competitors (as we do in our LTIP), we continue to achieve best-in-class operating and financial performance. Our CEO’s target ~~CEO~~total direct compensation remains ~~between~~below the ~~25th and 30th percentiles~~25th percentile of the chief executive officers of the companies included in our compensation peer ~~group .~~group.

Principal Elements of Pay

~~This~~Our philosophy drives the following compensation design principles:

■

base salary is fixed, payable in cash, and generally set at or below the competitive market, yet, when combined with the potential from our highly-levered annual incentive compensation plan, aspires to be sufficiently competitive to attract and retain the type of entrepreneurial executives we seek;

■

annual incentive compensation should be awarded only after earnings first exceed certain minimum threshold levels established by the Compensation Committee ~~from time to time~~ and designed to initially provide a minimum return to shareholders, with annual incentive compensation awards dependent upon additional earnings beyond such minimums, capped, however, at pre-established multiples of base salary;

■

long-term incentive compensation should be predominantly performance-based, including awards linked to shareholder returns and with awards measured by how our executives have performed relative to our steel sector competitors over a multi-year period, based on pre-established key financial and operational measures;

■

total direct compensation across all market conditions should be market competitive when Company performance so merits, but below market norms when that performance lags; and

■

rewards for exemplary individual effort and performance over time should generally be expressed through annual increases in the level of base salary.

Our executive compensation program appropriately balances the use of both absolute and relative performance measures for incentive compensation.

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Pay Mix

The following charts illustrate the ~~2020~~2021 target total direct compensation mix of our Chief Executive Officer and the average for our other NEOs as approved by the Compensation Committee:

The Decision-Making Process (Administration)

Role of the Compensation Committee

The Compensation Committee has responsibility for the development, implementation, monitoring, and oversight of our executive compensation program, as well as responsibility for ensuring that our compensation plans and programs remain consistent with our compensation philosophy. The Compensation Committee annually evaluates and establishes the compensation of our Chief Executive Officer and, with the input of our Chief Executive Officer, the compensation of our other executive officers, including our other NEOs; evaluates and establishes the compensation for the non-employee members of the Board; and reviews and approves all cash and equity-based incentive plans and awards under such plans.

The Compensation Committee meets throughout the year to perform its duties and responsibilities. During ~~2020,~~2021, the Compensation Committee held ~~five~~four meetings. From time to time, the Compensation Committee may invite our Chief Executive Officer, our Board Chair, or other executive officers to attend and participate in portions of its meetings, but only Compensation Committee members are present during compensation-related decision-making.

Role of Our Chief Executive Officer

Our Chief Executive Officer supports the work of the Compensation Committee by providing necessary background information and updates on the operations of the Company and the performance of each of our executive officers. Our Chief Executive Officer

recommends adjustments to the base salaries, target annual incentive compensation award opportunities, and long-term incentive awards of our executive officers, including our NEOs who report directly to him. He also provides the Compensation Committee with an annual performance evaluation of each executive officer.

The Compensation Committee receives a
recommendation from our Chief Executive Officer as to any proposed adjustment to his own compensation, as well as a self-assessment of his performance for the year under review. However, the Compensation Committee evaluates the performance of our Chief Executive Officer based on the full Board assessment and input, and exercises its judgment as to whether, and to what extent, to adjust his compensation levels and whether to adjust the compensation levels of any of our executive officers.

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Role of Compensation Consultant

The Compensation Committee has authority to engage the services of compensation consultants or other advisors, at the Company’s expense, as it deems necessary or appropriate in the discharge of its duties and responsibilities. During ~~2020,~~2021, the Compensation Committee engaged the services of Compensia, Inc., a national compensation consulting firm, to provide ongoing executive and director compensation advisory services.

Compensia reports directly to the Compensation Committee. The Compensation Committee may replace

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its compensation consultant or hire additional advisors at any time. Representatives of Compensia attend meetings of the Committee and communicate with the Committee ~~Chairperson~~Chair and with management as circumstances warrant. However, all decisions regarding the compensation of our executive officers are made by the Compensation Committee. The Compensation Committee has assessed the independence of Compensia taking into account, among other things, the enhanced independence standards and factors set forth in Exchange Act Rule 10C-1 and the applicable Nasdaq Listing Rules, and concluded that Compensia meets all applicable independence criteria, and that there are no conflicts of interest with respect to the work that Compensia performs for the Compensation Committee.

During ~~2020,~~2021, the Company also engaged Pearl Meyer, a national compensation consulting firm, to assist in determining the appropriateness of our compensation peer group, analyze the compensation for our NEOs, and evaluate the compensation of our NEOs against our compensation peer group and the broader market. Compensia reviews and provides input on Pearl Meyer’s work before it is delivered to the Compensation Committee.

Use of Competitive Data

To monitor the competitiveness of our executive officers’ compensation, the Compensation Committee uses a compensation peer group which reflects the pay of executives in comparable positions at similarly-sized companies. This compensation peer group is composed of a cross-section of direct steel

competitors as well as companies in related industrial or basic materials sectors. The Compensation Committee reviews the appropriateness of the compensation peer group annually. ~~The~~For our 2021 compensation decisions, the Compensation Committee ~~decided~~made no changes to ~~add three companies and remove one company to better align~~ the compensation peer ~~group with Steel Dynamics’ size and scope.~~group.

The Compensation Committee used the following compensation peer group as a reference ~~in the course of~~during its compensation deliberations in ~~2020:~~2021:

■

AGCO Corporation

■

AK Steel Holding Corporation

■

Commercial Metals Company

■

Dover Corporation

■

Flowserve Corporation

■

Illinois Tool Works Inc.

■

Masco Corporation

■

Navistar International Corporation

■

Newmont Mining Corporation

■

Nucor Corporation

■

Oshkosh Corporation

■

PACCAR Inc

■

Parker-Hannifan Corporation

■

Reliance Steel & Aluminum Co.

■

United States Steel Corporation

We do not believe that it is appropriate to make compensation decisions based strictly upon any type of benchmarking to a peer or other representative group of companies. ~~Although~~However, the Compensation Committee does believe that information regarding the compensation practices at other companies is useful in at least two respects. First, the Compensation Committee recognizes that our compensation policies and practices must be competitive in the marketplace to attract and retain executive talent. Second, this information is useful in assessing the reasonableness and appropriateness of individual executive compensation components and of our overall executive compensation program. Peer group information is only one of a number of factors that the Compensation Committee considers in making its decisions with respect to the compensation of our executive officers.

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~~2020~~2021 Executive Compensation Program in Detail

The following describes each component of our executive compensation program and how compensation amounts were determined for our NEOs for ~~2020.~~2021.

Base Salary

We use base salaries to provide an essential level of compensation we believe is necessary to recruit and retain the type of entrepreneurial executives we seek to attract, and who are willing to accept such base-level compensation in challenging market conditions, even in situations in which their individual and collective efforts and performance has been outstanding.

The Compensation Committee, in the course of its annual performance review process, considers each executive officer’s position, responsibilities and duties, as well as his or her experience, qualifications, and performance, for purposes of determining whether to adjust his or her base salary. Base salary adjustments are also influenced by the Compensation Committee’s analyses of the base salary levels for executives in comparable positions in the competitive marketplace.

In February ~~2020,~~2021, the Compensation Committee reviewed the base salaries of our NEOs, taking into consideration the factors described above, in addition to the recommendation of our Chief Executive ~~Officer and, exercising~~Officer. Exercising its judgment and discretion, the Compensation Committee made the following changes to our NEO’s base salaries:

Name	2019			2020			Change				2020			2021			% Change
Mr. Millett		$	1,350,000		$	1,390,000		3	%	Mr. Millett		$	1,390,000		$	1,390,000		0	%
Ms. Wagler			680,000			710,000		4	%	Ms. Wagler			710,000			710,000		0	%
Mr. Rinn			570,000			590,000		4	%	Mr. Rinn			590,000			590,000		0	%
Mr. Pushis			525,000			555,000		6	%	Mr. Pushis			555,000			590,000		6	%
Mr. Schneider			525,000			555,000		6	%	Mr. Schneider			555,000			590,000		6	%

Annual Incentive Compensation Plan

Consistent with our compensation philosophy, the majority of the annual compensation opportunity for our NEOs is provided through objectively-determined Company and divisional performance-based incentive compensation awards under the Annual Plan. The Annual Plan has a short-term focus, consistent with our objective of providing annualized incentive compensation linked to Company and/or business unit profits above a pre-established minimum ~~threshold level.~~threshold.

In ~~2020,~~2021, our broad group of executive officers, including but not limited to our NEOs (a group of 2729 individuals) were eligible to participate in the Annual Plan. Each NEO, based on his or her role and responsibilities, was eligible to participate as one of the two broad categories of officers identified in the Annual Plan — “Corporate Executive Officer” or “Divisional Executive Officer.” This determines the amount of the maximum award that he or she is eligible to receive, and the determining factors used to calculate that award. Annual incentive compensation awards are determined on February 1 of the year following the year for which the incentive compensation is earned, based upon the Company’s audited results of operations.

The award is first paid in cash with the remainder (up to 100% of base salary for each NEO) awarded in restricted stock. The number of shares of restricted stock issuable to an executive officer, if any is earned, is determined by dividing the dollar amount of the restricted stock component of the award by the closing market price of the Company’s common stock on the last business day prior to February 1. These restricted stock awards vest as to one-third of the shares of the Company’s common stock covered by the award at the time of issuance and as to the remaining two-thirds of the shares covered by the award in equal installments on the first and second anniversaries of the date of issuance.

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The following table highlights the target opportunities as well as the minimum and maximum bonus opportunities for each component of the Annual Plan expressed as a percentage of base salary:

~~Name~~	Target	Corporate Bonus Pool Component	Divisional ROA Bonus Pool Component
Mr. Millett	175%	0% to 350%	N/A
Ms. Wagler	175%	0% to 350%	N/A
Mr. Rinn	175%	0% to 175%	0% to 175%
Mr. Pushis	150%	0% to 120%	0% to 180%
Mr. Schneider	150%	0% to 120%	0% to 180%

Award Measures and Calculations

Corporate Bonus Pool Component

In the case of the Corporate Executive Officers and other corporate level pool participants, their annual incentive compensation award opportunities are based entirely on their participation in the “Bonus Pool” component of the Annual Plan. The size of the Bonus Pool is determined based on ~~Companywide~~company-wide “Adjusted Net Income”, in excess of a pre-determined threshold return on “Average Stockholders Equity” multiplied by a fixed percentage. Both the threshold return and the fixed percentage are set by the Compensation Committee. Adjusted Net Income is defined as consolidated net income, before taxes and extraordinary items, including adjustments for occasional start-up expenses associated with significant capital expenditures or businesses, non-cash asset impairments, and charges associated with refinancing activities. Average Stockholders Equity, which was derived by taking the sum of “Total Steel Dynamics, Inc. Equity,” as determined by the Company’s balance sheet for the month ended December 31, ~~2019,~~2020, and for each month during ~~2020,~~2021, and then dividing that amount by 13 was ~~$4.2~~$5.2 billion.

For ~~2020,~~2021, the applicable pre-determined threshold return for shareholders was maintained at 10%, as was the fixed percentage of Adjusted Net Income available to the Bonus Pool at 5.5%. The Compensation Committee

believes it is essential for the Company’s shareholders to benefit from a minimum return-on-equity (currently set at 10%) before any performance-based compensation begins to accrue through the Annual Plan.

The exclusion from the Bonus Pool of an amount of Average Stockholders Equity component is intended to preserve within the Company a deemed return on equity before any incentive compensation is paid, predicated on Company profits and, consequently, operates as a threshold level of performance that must be exceeded before the Bonus Pool (if any) is determined.

Divisional ROA Bonus Component

In the case of the Divisional Executive Officers and other operational level pool participants, their annual incentive compensation award opportunities are based both on a ~~Companywide~~company-wide performance measure (as determined by the “Bonus Pool” component of the Annual Plan) and on a profitability-based performance measure based upon the profitability of the divisional or business unit under their management, against a calculated return on assets percentage amount referred to as the “Minimum ROA ~~Target”.~~Target.”

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For ~~2020,~~2021, the Compensation Committee ~~set~~retained the Minimum ROA Target, which varied by business unit (between 0% and 6%), below which no divisional or business unit profitability-based annual incentive compensation award will be paid. The Compensation Committee also ~~set~~retained a “Maximum ROA Target,” which also varied by business unit (between 20% and 30%), at which level a Divisional Executive Officer would be entitled to receive his or her maximum divisional or business unit annual incentive compensation award. The primary considerations included in determining the Minimum ROA Targets and Maximum ROA Targets were as follows: the amount of capital assets required to operate and maintain the particular division or business unit; the expected financial margin that a specific division or business unit has the opportunity to achieve (in both moderate and exceptional market environments); and the materiality of the contribution that a specific division or business unit may have on the consolidated financial results of the Company.

For ~~2020,~~2021, the division or business unit’s performance was measured by calculating that unit’s “Divisional Return on Assets,” using the formula set forth in the

Annual Plan, by dividing the sum of (i) the appropriate ~~entity’s~~division’s pre-tax income for the year, (ii) the amount of certain corporate expenses allocated to that ~~entity,~~division, and (iii) the amount of incentive compensation award compensation expenses associated with the Annual Plan, by the “Average Divisional ROA Assets” or “Average Divisional Group ROA Assets.”

~~2020~~2021 Annual Incentive Award Earned

The company’s extraordinary results and record earnings resulted in the NEOs meeting the Compensation ~~Committee made no adjustments to~~Committee’s pre-determined 2021 financial metrics for both the ~~pre-established metrics or performance measures of any award for 2020. The Compensation Committee determined that the corporate~~ Bonus Pool and divisional portions of their annual incentive awards. The NEOs achieved their maximum ~~was reached for 2020 requiring payments equal to 100% of each NEO’s maximum~~2021 annual incentive award opportunity payable out of the corporate Bonus Pool. In addition, the Compensation Committee determined incentive award opportunities based on Divisional results were earned by NEOs with payments ranging from 67% to 68% of their maximum annual incentive award opportunity.opportunities.

The following table summarizes the key components of the ~~2020~~2021 annual incentive awards earned by our NEOs:

Name	Corporate Bonus Pool - Actual % of Base Salary	Divisional Results - Actual % of Base Salary	% of Actual Base Salary Paid in Cash	% of Actual Base Salary Paid in Restricted Stock		Corporate Bonus Pool - Actual % of Base Salary	Divisional Results - Actual % of Base Salary	% of Actual Base Salary Paid in Cash	% of Actual Base Salary Paid in Restricted Stock
Mr. Millett	350%	N/A	250%	100%	Mr. Millett	350%	N/A	250%	100%
Ms. Wagler	350%	N/A	250%	100%	Ms. Wagler	350%	N/A	250%	100%
Mr. Rinn	175%	117%	250%	42%	Mr. Rinn	175%	175%	250%	100%
Mr. Pushis	120%	122%	200%	42%	Mr. Pushis	120%	180%	200%	100%
Mr. Schneider	120%	122%	200%	42%	Mr. Schneider	120%	180%	200%	100%

Further information about the annual incentive compensation awards paid to our NEOs are set forth in the ~~2020~~2021 Summary Compensation Table and the ~~2020~~2021 Grants of Plan-Based Awards Table following this CD&A.

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Long-Term Equity Incentive Compensation

The entirety of long-term incentive compensation is comprised of equity, which directly aligns the interests of our NEOs with those of our shareholders. The Compensation Committee considers a mix of equity types when granting long-term incentives with a significant weight on long-term incentive plan awards.

The Compensation Committee considers the award opportunities for executives in comparable positions in our compensation peer group when determining long-term equity incentive compensation awards. The unique performance criteria for each award type are explained in further detail below. The grant date fair values of each award are as follows:

Name	LTIP			SARs			RSUs			Total				LTIP	SARs	RSUs	Total
Mr. Millett		$	2,432,500		$	1,000,005		$	1,250,000		$	4,682,505	Mr. Millett	$ 2,432,500	$ 1,000,012	$ 1,170,867	$ 4,603,379
Ms. Wagler			887,500			200,001			457,609			1,545,110	Ms. Wagler	887,500	200,008	468,459	1,555,967
Mr. Rinn			737,500			200,001			250,028			1,187,529	Mr. Rinn	737,500	200,008	237,764	1,175,272
Mr. Pushis			693,750			200,001			228,821			1,122,572	Mr. Pushis	737,500	200,008	234,881	1,172,389
Mr. Schneider			693,750			200,001			228,821			1,122,572	Mr. Schneider	737,500	200,008	234,881	1,172,389

Long-Term Incentive Plan

Consistent with our pay-for-performance compensation philosophy, the LTIP provides long-term incentive compensation opportunities to our NEOs based on our relative financial performance compared against our steel sector competitors. During ~~2020,~~2021, each of our NEOs was eligible to participate in the LTIP. The Compensation Committee considers the award opportunities for executives in comparable positions in our compensation peer group when determining annual LTIP awards to grant.

~~2020~~2021 Award Measures and Calculations

For purposes of the ~~2020~~2021 LTIP awards (the ~~“2020~~“2021 Awards”), the Compensation Committee established four performance measures, to be weighted equally (25% each) to be used throughout the performance period. The Compensation Committee has selected these performance measures for determining the amount of the awards earned because they believe that they are also objective indicators of our ability to execute on our long-term strategic initiatives in a dynamic and volatile global economy and industry. Additionally, the Compensation Committee selected the steel sector competitors which consisted of Cleveland-Cliffs Inc., Commercial Metals Company, Nucor Corporation, TimkenSteel Corporation and United States Steel Corporation. These companies were selected because the Compensation Committee determined that they best represent the principal companies within our industry with which we compete for business.

Steel Dynamics, Inc. | ~~2021~~2022 Proxy Statement 5153

	Proposal No. 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm as Auditors					1442
	Report of the Audit Committee					43
	Compensation Discussion and Analysis					45
	Executive Summary					45
	Administration of Executive Compensation Program					48
	~~Meeting Information~~Summary of The Executive Compensation Program Components					50
	Other Programs and Policies					56
	Tax and Accounting Considerations
	~~Voting Information~~ Report of the Compensation Committee					59
	~~Other Information~~ Compensation Tables					60
	~~Governance of the Company~~ CEO Pay Ratio					1868
	~~Policies and Charters~~
	~~Director Independence~~
	~~Board Structure~~
	~~Board Committees~~
	~~Board and Committee’s Role in Risk Oversight~~
	~~Director Nomination Process~~

	Proposal #1No. 3 — ~~Election of Directors~~					28
	~~Information Concerning Experience, Qualifications,~~ ~~Attributes, and Skills~~Advisory Vote to Approve the Compensation of the ~~Director Nominees and~~ ~~other~~Named Executive Officers
	~~Director Compensation~~
	~~Security Ownership of Directors and Executive Officers~~
	~~Security Ownership of Certain Beneficial Owners~~
	~~Proposal #2 — Ratification of the~~					40
	~~Appointment of Independent Registered~~
	~~Public Accounting Firm as Auditors~~
	~~Report of the Audit Committee~~
	~~Compensation Discussion and Analysis~~					4369
	~~Report of the Compensation Committee~~
	~~Compensation Tables~~
	~~CEO Pay Ratio~~
	~~Proposal #3 — Advisory Vote to Approve the~~Other Matters					6670
	~~Compensation of the Named Executive Officers~~
	~~Other Matters~~

	Performance Measures			Calculation
	Revenue Growth			Total revenue in current performance period minus total revenue in previous performance period divided by total revenue in previous performance period
	Operating Margin			Total operating income for the performance period divided by total revenue for the performance period
	Cash Flow from Operations as a Percentage of Revenue			Total cash flow from operations for the performance period divided by total revenue for the performance period
	After-Tax Return on Invested Capital			Total net income for the performance period divided by total quarterly average equity and debt for the performance period

	If the ranking is			~~then~~Then the payout is
	1st or 2nd			100%
	~~2nd~~			~~80%~~
	3rd			60%
	4th			40%
	5th or 6th			0%

Name	Targeted Multiple of Annual Base Salary		Target Number of Shares		Target Award Value			Maximum Number of Shares		Maximum Award Value			Name	Targeted Multiple of Annual Base Salary		Target Number of Shares		Target Award Value			Maximum Number of Shares		Maximum Award Value
Mr. Millett		175%		71,968		$	2,432,500		143,935		$	4,865,000	Mr. Millett		175%		66,426		$	2,432,500		132,851		$	4,865,000
Ms. Wagler		125%		26,258			887,500		52,515			1,775,000	Ms. Wagler		125%		24,236			887,500		48,471			1,775,000
Mr. Rinn		125%		21,820			737,500		43,640			1,475,000	Mr. Rinn		125%		20,140			737,500		40,279			1,475,000
Mr. Pushis		125%		20,526			693,750		41,051			1,387,500	Mr. Pushis		125%		20,140			737,500		40,279			1,475,000
Mr. Schneider		125%		20,526			693,750		41,051			1,387,500	Mr. Schneider		125%		20,140			737,500		40,279			1,475,000

	Proxy Statement Summary					5
	General Information					15
	Meeting Information					15
	Voting Information					15
	Other Information					18
	Governance ~~Summary~~of the Company					19
	Policies and Charters					19
	Director Independence					20
	Board Structure					621
	Board Committees					21
	Board and Committee’s Role in Risk Oversight					25
	Director Nomination Process					26
	Proposal No. 1 — Election of Directors					30
	~~Business Highlights~~ Information Concerning Experience, Qualifications, Attributes, and Skills of the Director Nominees and Other Executive Officers					931
	Director Compensation					38
	Security Ownership of Directors and Executive ~~Compensation Highlights~~Officers					1240
	~~General Information~~ Security Ownership of Certain Beneficial Owners					41

	Named Executive Officer			Requirement
	Chief Executive Officer			No less than five times base salary
	Chief Financial Officer			No less than three times base salary
	Executive Vice President			No less than two and one half times base salary
	Senior Vice Presidents			No less than two and one half times base salary

Name and Principal Position (a)	Year (b)		Salary (c)			Stock Awards1 (e)			Option Awards2 (f)			Non-Equity Incentive Plan Compensation3 (g)			All Other Compensation4 (i)			Totals5 (j)			Name and Principal Position (a)	Year (b)		Salary (c)			Stock Awards1 (e)			Option Awards2 (f)			Non-Equity Incentive Plan Compensation3 (g)			All Other Compensation4 (i)			Totals5 (j)
Mark D Millett President and Chief Executive Officer		2020		$	1,390,000		$	5,072,526		$	1,000,005		$	3,475,000		$	39,094		$	10,976,625	Mark D. Millett Chairman, President and Chief Executive Officer		2021		$	1,390,000		$	4,993,421		$	1,000,012		$	3,475,000		$	141,485		$	10,999,918
		2019			1,350,000			4,112,527			1,731,633			3,375,000			45,951			10,615,111			2020			1,390,000			5,072,526			1,000,005			3,475,000			39,094			10,976,625
		2018			1,250,000			3,212,028			2,459,584			3,125,000			70,078			10,116,690			2019			1,350,000			4,112,527			1,731,633			3,375,000			45,951			10,615,111
Theresa E. Wagler Executive Vice President, Chief Financial Officer and Corporate Secretary		2020			710,000			2,055,115			200,001			1,775,000			30,286			4,770,402	Theresa E. Wagler Executive Vice President, Chief Financial Officer and Corporate Secretary		2021			710,000			2,066,004			200,008			1,775,000			137,041			4,888,053
		2019			680,000			1,718,033			280,805			1,700,000			38,967			4,417,805			2020			710,000			2,055,115			200,001			1,775,000			30,286			4,770,402
		2018			645,000			1,356,950			398,852			1,612,500			66,022			4,079,324			2019			680,000			1,718,033			280,805			1,700,000			38,967			4,417,805
Russell B. Rinn Executive Vice President for Metals Recycling		2020			590,000			1,236,808			200,001			1,475,000			32,685			3,534,494	Russell B. Rinn Executive Vice President Metals Recycling		2021			590,000			1,565,275			200,008			1,475,000			135,903			3,966,186
		2019			570,000			1,123,448			234,005			1,425,000			41,588			3,394,041			2020			590,000			1,236,808			200,001			1,475,000			32,685			3,534,494
		2018			550,000			1,140,770			332,376			1,375,000			67,943			3,466,089			2019			570,000			1,123,448			234,005			1,425,000			41,588			3,394,041
Glenn A. Pushis Senior Vice President Special Projects		2020			555,000			1,157,903			200,001			1,110,000			32,470			3,055,374	Glenn A. Pushis Senior Vice President Special Projects		2021			590,000			1,562,392			200,008			1,180,000			135,981			3,668,381
		2019			525,000			1,057,657			140,403			1,050,000			41,588			2,814,648			2020			555,000			1,157,903			200,001			1,110,000			32,470			3,055,374
		2018			475,000			1,000,235			199,426			950,000			67,805			2,692,466			2019			525,000			1,057,657			140,403			1,050,000			41,588			2,814,648
Barry T. Schneider Senior Vice President Flat Roll Steel Group		2020			555,000			1,157,903			200,001			1,110,000			32,066			3,054,970	Barry T. Schneider Senior Vice President Flat Roll Steel Group		2021			590,000			1,562,392			200,008			1,180,000			135,905			3,668,305
		2019			525,000			1,057,657			140,403			1,050,000			38,967			2,812,027			2020			555,000			1,157,903			200,001			1,110,000			32,066			3,054,970
		2018			475,000			1,000,235			199,426			950,000			66,003			2,690,664			2019			525,000			1,057,657			140,403			1,050,000			38,967			2,812,027

				Estimated future payouts under non-equity incentive plan awards									Estimated future payouts under equity incentive plan awards																						Estimated future payouts under non-equity incentive plan awards									Estimated future payouts under equity incentive plan awards
Name (a)	Award Type	Grant Date (b)		Threshold ($) (c)			Target1 ($) (d)			Maximum ($) (e)			Threshold (#) (f)		Target2 (#) (g)		Maximum ($) (h)		All Other Stock Awards: Num- ber of shares of stock or units (i)		All other option awards: number of securi- ties un- derlying options (#) (j)		Exercise or base price of option awards ($/sh) (k)				Grant Date Fair Value of Stock Awards3(l)				Name (a)	Award Type	Grant Date (b)		Threshold ($) (c)			Target ($)1 (d)			Maximum ($) (e)			Threshold (#) (f)			Target (#)2 (g)			Maximum (#) (h)			All Other Stock Awards: Num- ber of shares of stock or units (#) (i)			All other option awards: number of securities under- lying options (#) (j)			Exercise or base price of option awards ($/sh) (k)			Grant Date Fair Value of Stock Awards3 (l)
Mark D. Millett	Annual Plan				$	—		$	2,432,500		$	4,865,000																			Mark D. Millett	Annual Plan				$	—		$	2,432,500		$	4,865,000
	Profit Sharing								4,706																							Profit Sharing								97,343
	LTIP		02/20/2020											—		71,968		143,935										$	2,432,500			LTIP		02/24/2021												—			66,426			132,851											$	2,432,500
	SARS		02/20/2020																			147,970		$	29.13				1,000,005			SARS		02/24/2021																								77,828		$	42.83			1,000,012
	Annual RSU		11/21/2020																	35,461									1,250,000			RSU		02/25/2021																					26,517									1,083,838
Theresa E. Wagler	Annual Plan					—			1,242,500			2,485,000																				RSU		11/21/2021																					1,379									87,029
	Profit Sharing								4,706																						Theresa E. Wagler	Annual Plan					—			1,242,500			2,485,000
	LTIP		02/20/2020											—		26,258		52,515											887,500			Profit Sharing								98,504
	SARS		02/20/2020																			29,594		$	29.13				200,001			LTIP		02/24/2021												—			24,236			48,471												887,500
	Annual RSU		11/21/2020																	14,185									457,609			SARS		02/24/2021																								15,566		$	42.83			200,008
Russell B. Rinn	Annual Plan					—			1,032,500			2,065,000																				RSU		02/25/2021																					9,814									401,132
	Profit Sharing								4,706																							RSU		11/21/2021																					1,103									67,327
	LTIP		02/20/2020											—		21,820		43,640											737,500		Russell B. Rinn	Annual Plan					—			1,032,500			2,065,000
	SARS		02/20/2020																			29,594		$	29.13				200,001			Profit Sharing								97,368
	Annual RSU		11/21/2020																	7,093									250,028			LTIP		02/24/2021												—			20,140			40,279												737,500
Glenn A. Pushis	Annual Plan					—			832,500			1,665,000																				SARS		02/24/2021																								15,566		$	42.83			200,008
	Profit Sharing								4,706																							RSU		02/25/2021																					4,114									168,154
	LTIP		02/20/2020											—		20,526		41,501											693,750			RSU		11/21/2021																					1,103									69,610
	SARS		02/20/2020																			29,594		$	29.13				200,001		Glenn A. Pushis	Annual Plan					—			885,000			1,770,000
	Annual RSU		11/21/2020																	7,093									228,821			Profit Sharing								97,379
Barry T. Schneider	Annual Plan					—			832,500			1,665,000																				LTIP		02/24/2021												—			20,140			40,279												737,500
	Profit Sharing								4,706																							SARS		02/24/2021																								15,566		$	42.83			200,008
	LTIP		02/20/2020											—		20,526		41,501											693,750			RSU		02/25/2021																					4,510									184,340
	SARS		02/20/2020																			29,594		$	29.13				200,001			RSU		11/21/2021																					828									50,541
	Annual RSU		11/21/2020																	7,093									228,821		Barry T. Schneider	Annual Plan					—			885,000			1,770,000
																										Profit Sharing										97,370
																										LTIP				02/24/2021												—			20,140			40,279												737,500
																										SARS				02/24/2021																								15,566		$	42.83			200,008
																										RSU				02/25/2021																					4,510									184,340
																										RSU				11/21/2021																					828									50,541

			Option Awards									Stock Awards															Option Awards									Stock Awards
Name (a)	Grant Date		Number of Securities Underly- ing Unexer- cised Op- tions (#) Exercis- able1(b)		Number of Securities Underlying Unexercised Options (#) Unexercis- able2(c)		Option Exer- cise Price ($) (e)			Option Expira- tion Date (f)		Grant Date		Num- ber of shares or units of stock that have not vested (#)3(g)		Market value of shares or units of stock that have not vested ($) (h)			Equity in- centive plan awards: Number of unearned shares, units or other rights that have not vested (#)4(i)		Equity incen- tive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) (j)			Name (a)	Grant Date		Number of Securities Underlying Unexer- cised Op- tions (#) Exercis- able1(b)		Number of Securities Underlying Unexercised Options (#) Unexercis- able2(c)		Option Exer- cise Price ($)(e)			Option Expira- tion Date (f)		Grant Date		Num- ber of shares or units of stock that have not vested (#)3(g)		Market value of shares or units of stock that have not vested ($) (h)			Equity in- centive plan awards: Number of unearned shares, units or other rights that have not vested (#)4 (i)		Equity incen- tive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) (j)
Mark D. Millett		02/17/16		56,000		—		$	18.57		02/17/26		02/17/16		56,869		$	2,096,760						Mark D. Millett		02/11/19		35,973		10,275		$	35.76		02/11/29		02/17/17		25,725		$	1,596,751
		02/17/17		100,000		—			37.53		02/17/27		02/17/17		51,450			1,896,962								02/20/20		32,888		57,536			29.13		02/20/30		02/03/20		15,060			934,774
		02/15/18		174,725		10,275			46.79		02/15/28		02/01/19		11,387			419,839								02/24/21		—		77,828			42.83		02/24/31		02/20/20							71,968		$	4,467,054
		02/11/19		113,057		71,943			35.76		02/11/29		02/11/19							77,587		$	2,860,633														02/01/21		27,040			1,678,373
		02/20/20		—		147,970			29.13		02/20/30		02/03/20		30,120			1,110,524																			02/24/21							66,426			4,123,062
													02/20/20							71,968			2,653,460														02/25/21		26,517			1,645,910
													02/01/21		27,040			996,965																			02/01/22		16,691			1,036,010
Theresa E. Wagler		02/17/16		16,000		—			18.57		02/17/26		02/17/16		21,772			802,734						Theresa E. Wagler		02/11/19		5,838		1,652			35.76		02/11/29		02/17/17		10,108			627,404
		02/17/17		30,000		—			37.53		02/17/27		02/17/17		20,216			745,364								02/20/20		6,584		11,499			29.13		02/20/30		02/03/20		7,586			470,863
		02/15/18		28,348		1,652			46.79		02/15/28		02/01/19		5,876			216,648								02/24/21		—		15,566			42.83		02/24/31		02/20/20							26,258			1,629,834
		02/11/19		18,340		11,660			35.76		02/11/29		02/11/19							27,915			1,029,226														11/21/20		14,185			880,463
		02/20/20		—		29,594			29.13		02/20/30		11/21/19		6,350			234,125																			02/01/21		13,812			857,311
													02/03/20		15,172			559,392																			02/24/21							24,236			1,504,329
													02/20/20							26,258			968,132														02/25/21		9,814			609,155
													11/21/20		14,185			523,001																			11/21/21		1,103			68,463
													02/01/21		13,812			509,248																			02/01/22		8,526			529,209
Russell B. Rinn		02/17/16		14,000		—			18.57		02/17/26		02/17/16		19,144			705,839						Russell B. Rinn		02/11/19		5,560		1,377			35.76		02/11/29		02/17/17		8,782			545,099
		02/17/17		25,000		—			37.53		02/17/27		02/17/17		17,654			647,585								02/20/20		6,584		11,499			29.13		02/20/30		02/03/20		2,353			146,051
		02/15/18		23,624		1,376			46.79		02/15/28		02/01/19		4,747			175,022								02/24/21		—		15,566			42.83		02/24/31		02/20/20							21,820			1,354,367
		02/11/19		15,284		9,716			35.76		02/11/29		02/11/19							23,400			862,758														02/01/21		4,849			300,977
		02/20/20		—		29,594			29.13		02/20/30		02/03/20		4,706			173,510																			02/24/21							20,140			1,250,090
													02/20/20							21,820			804,503														02/25/21		4,114			255,356
													02/01/21		4,849			178,783																			02/01/22		7,084			439,704

Grant Date	Award Type	Remaining Vesting
02/17/16	~~LTIP~~	~~2 months~~
~~02/17/~~17	LTIP	2 months
02/~~17/17~~	~~LTIP~~	~~1/2 for 2 months and 1/2 for 1 year~~
~~02/01/19~~03/20	Annual Plan	1 month
11/21/19	~~RSUs~~	~~1 year~~
~~02/03/20~~	~~Annual Plan~~	~~1/2 for 1 month and 1/2 for 1 year~~
~~11/21/~~20	RSUs	for 1 year, for 2 years, for 3 years
02/01/21	Annual Plan	1/ 1∕2 for 1 month and 1∕2 for 1 year
02/25/21	RSUs	for 1 year, for 2 years, for 3 years
11/21/21	RSUs	2 years
02/01/22	Annual Plan	1∕2 for 1 year and 1/1∕2 for 2 years

Name	Benefit	Termination without Cause or for Good Reason1			Death2			Termination without Cause or for Good Reason in Connection with Change in Control			Name	Benefit	Termination without Cause or for Good Reason1			Death2			Termination without Cause or for Good Reason in Connection with Change in Control
Mark D. Millett	Lump sum cash payment		$	2,780,000		$	—		$	9,630,000	Mark D. Millett	Lump sum cash payment		$	2,780,000		$	—		$	9,730,000
	Accelerated vesting of unvested equity awards						12,035,142			12,035,142		Accelerated vesting of unvested equity awards						15,481,934			15,481,934
	Continuation of health care benefits									23,969		Continuation of health care benefits									25,817
Theresa E. Wagler	Lump sum cash payment			1,420,000			—			3,671,250	Theresa E. Wagler	Lump sum cash payment			1,420,000			—			3,727,500
	Accelerated vesting of unvested equity awards						5,587,870			5,587,870		Accelerated vesting of unvested equity awards						7,177,030			7,177,030
	Continuation of health care benefits									10,855		Continuation of health care benefits									11,790
Russell B. Rinn	Lump sum cash payment			1,180,000			—			3,060,000	Russell B. Rinn	Lump sum cash payment			1,180,000			—			3,097,500
	Accelerated vesting of unvested equity awards						3,548,000			3,548,000		Accelerated vesting of unvested equity awards						4,291,644			4,291,644
	Continuation of health care benefits									29,203		Continuation of health care benefits									30,978
Glenn A. Pushis	Lump sum cash payment			1,110,000			—			2,452,500	Glenn A. Pushis	Lump sum cash payment			1,180,000			—			2,602,500
	Accelerated vesting of unvested equity awards						2,990,231			2,990,231		Accelerated vesting of unvested equity awards						4,415,908			4,415,908
	Continuation of health care benefits									35,063		Continuation of health care benefits									37,546
Barry T. Schneider	Lump sum cash payment			1,110,000			—			2,452,500	Barry T. Schneider	Lump sum cash payment			1,180,000			—			2,602,500
	Accelerated vesting of unvested equity awards						2,981,566			2,981,566		Accelerated vesting of unvested equity awards						4,415,908			4,415,908
	Continuation of health care benefits									42,439		Continuation of health care benefits									30,978


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