Nucor

(b) On April 14, 2021, Nucor Corporation (the “Company”) announced that Raymond S. Napolitan, Jr. will retire from his position as Executive Vice President of Engineered Bar Products and Digital of the Company, effective June 5, 2021. Mr. Napolitan, age 63, joined the Company in 1996 and has been an Executive Vice President since 2013. His decision to retire is voluntary and in accordance with the Company’s succession planning. A copy of the news release announcing Mr. Napolitan’s retirement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(b) Gen. Lloyd J. Austin III has notified Nucor Corporation (the “Company”) of his resignation, effective January 22, 2021, from the Company’s Board of Directors (the “Board”) and from his positions as a member of the Audit Committee, the Compensation and Executive Development Committee and the Governance and Nominating Committee of the Board. Gen. Austin is resigning in connection with his appointment to serve as the United States Secretary of Defense and not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On January 4, 2021, the Company and Mr. Sumoski entered into an Executive Employment Agreement (the “Executive Employment Agreement”), effective January 1, 2021, in connection with Mr. Sumoski’s promotion to Chief Operating Officer of the Company. The Executive Employment Agreement contains the entire agreement of the parties and supersedes all prior agreements between the parties related to Mr. Sumoski’s employment with the Company, including that certain Executive Employment Agreement by and between the Company and Mr. Sumoski effective as of February 17, 2020. Pursuant to the Executive Employment Agreement, Mr. Sumoski’s annual base salary increased to $605,000, effective January 1, 2021. The Executive Employment Agreement also provides for the payment of a non-compete benefit to Mr.

On December 17, 2020, the Board of Directors (the “Board”) of Nucor Corporation (the “Company”) elected David A. Sumoski as Chief Operating Officer of the Company, effective January 1, 2021. Also on December 17, 2020, in connection with his promotion, the Compensation and Executive Development Committee of the Board increased Mr. Sumoski’s annual base salary to $605,000, effective January 1, 2021. Mr. Sumoski, age 54, currently Executive Vice President of Bar, Rebar Fabrication and Construction Services, joined the Company in 1995 as an electrical supervisor at Nucor Steel Berkeley, later serving as Maintenance Manager. He served as General Manager of Nucor Steel Marion, Inc. from 2008 to 2012 and of Nucor Steel Memphis, Inc. from 2012 to 2014. He was named Vice President of the Company in 2010 and was promoted to Executive Vice President of the Company in 2014.

(e) On June 17, 2020, the Company and Mr. Hall entered into a Retirement, Separation, Waiver and Release Agreement (the “Retirement Agreement”) in connection with Mr. Hall’s retirement from employment with the Company, effective June 20, 2020. The Retirement Agreement, together with the Surviving Provisions (as defined in the Retirement Agreement) of the Executive Employment Agreement (the “Executive Employment Agreement”), dated as of February 17, 2020, by and between the Company and Mr. Hall, collectively contain the entire agreement of the parties and supersede all prior agreements between the parties related to Mr. Hall’s employment with the Company. In consideration for Mr. Hall’s comprehensive release of claims against the Company and its affiliates and his post-employment restrictive covenants set forth in the Surviving Provisions of the Executive Employment Agreement, Mr.

(e) On May 14, 2020, Nucor Corporation (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the amendment and restatement of the Nucor Corporation 2014 Omnibus Incentive Compensation Plan (the “2014 Plan”). The amendment and restatement of the 2014 Plan was adopted by the Company’s Board of Directors (the “Board”) on February 17, 2020, subject to stockholder approval. Upon stockholder approval at the Annual Meeting, the 2014 Plan, as amended and restated, became effective as of that date. The Company adopted and established the 2014 Plan effective as of January 1, 2014, and the 2014 Plan was subsequently approved by the Company’s stockholders at the 2014 annual meeting of stockholders.

(b) On April 16, 2020, Nucor Corporation (the “Company”) announced that Ladd R. Hall will retire from his position as Executive Vice President of the Company, effective June 20, 2020. Mr. Hall, age 63, joined the Company in 1981 and has been an Executive Vice President since 2007. His decision to retire is voluntary and in accordance with the Company’s succession planning. The Company also announced on April 16, 2020 that Allen C. Behr will be promoted to Executive Vice President, effective May 17, 2020. Mr. Behr has been an employee of the Company since 1996 and most recently has served as Vice President and General Manager of Nucor Steel-Texas since 2017. A copy of the news release announcing the events described above is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(e) On February 17, 2020, the Compensation and Executive Development Committee of the Board of Directors (the “Committee”) of Nucor Corporation (the “Company”) adopted and approved changes to the compensation plans for executive vice presidents and more senior officers of the Company (collectively, the “Executive Officers”). The changes are summarized below and were adopted and approved to address the level of stockholder support for the advisory vote on named executive officer compensation conducted at the Company’s 2019 annual meeting of stockholders and the feedback the Company received from subsequent executive compensation-focused discussions with stockholders. The following summary of the changes is qualified in its entirety by reference to the full text of the amended plans and agreements, copies of which are filed as exhibits hereto and incorporated herein by reference.

(d) On February 17, 2020, the Board of Directors of Nucor Corporation (the “Company”) elected Joseph D. Rupp as a director, effective that day, with a term expiring at the Company’s 2020 annual meeting of stockholders. Concurrent with his election as a director, Mr. Rupp was appointed to the Audit Committee, the Compensation and Executive Development Committee and the Governance and Nominating Committee of the Company’s Board of Directors. There are no arrangements or understandings between Mr. Rupp and any other persons pursuant to which he was selected as a director. There are no transactions involving the Company and Mr. Rupp that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. Mr. Rupp has never served as one of the Company’s officers or employees. Mr.

(e) On December 31, 2019, the Company and Mr. Ferriola entered into a Retirement, Separation, Waiver and Release Agreement (the “Retirement Agreement”) in connection with Mr. Ferriola’s retirement from employment with the Company, effective December 31, 2019. The Retirement Agreement supersedes all previous agreements related to Mr. Ferriola’s employment with the Company, including the Executive Employment Agreement by and between the Company and Mr. Ferriola, dated as of January 30, 2002, as amended by the Amendment Agreement by and between the Company and Mr. Ferriola, effective as of November 5, 2007. In consideration for Mr. Ferriola’s comprehensive release of claims against the Company and its affiliates and his post-employment covenants set forth in the Retirement Agreement, Mr.

On December 13, 2019, the Compensation and Executive Development Committee of the Company’s Board of Directors (the “Board”) increased Mr. Topalian’s annual base salary to $1,000,000, effective January 1, 2020, due to his promotion on such date to Chief Executive Officer of the Company. Also, in connection with such promotion, Mr. Topalian’s target award under the Company’s Senior Officers Annual Incentive Plan will increase to 150% of his annual base salary and his target award under the Company’s Senior Officers Long-Term Incentive Plan will increase to 200% of his annual base salary, both effective January 1, 2020. Additionally, on December 13, 2019, the Board elected Mr. Topalian to the Board, effective January 1, 2020, with a term expiring at the Company’s 2020 annual meeting of stockholders. Mr. Topalian has not been and is not expected to be named to any committees of the Board.

On September 25, 2019, the Compensation and Executive Development Committee of the Company’s Board of Directors increased Mr. Topalian’s annual base salary to $700,000, effective September 5, 2019, due to his promotion on such date to President and Chief Operating Officer of the Company.

On September 5, 2019, John J. Ferriola, Chairman and Chief Executive Officer of Nucor Corporation (the “Company”), informed the Company’s Board of Directors (the “Board”) that he will retire as Chairman and Chief Executive Officer on December 31, 2019, and the Board elected Leon J. Topalian to be President and Chief Operating Officer of the Company, effective September 5, 2019, and to succeed Mr. Ferriola as Chief Executive Officer of the Company on January 1, 2020, in connection with the Company’s planned succession process. Mr. Ferriola, age 67, joined the Company in 1991, and has served as Chairman since 2014, as CEO since 2013 and as a director since 2011. Mr. Ferriola’s resignation was voluntary and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr.

(d) On September 5, 2019, the Board of Directors of Nucor Corporation (the “Corporation”) elected retired U.S. Army Lieutenant General Nadja Y. West to the Corporation’s Board of Directors, effective that day, with a term expiring at the Corporation’s 2020 annual meeting of stockholders. Concurrent with her election as a director, General West was appointed to the Audit Committee, the Compensation and Executive Development Committee and the Governance and Nominating Committee of the Board of Directors. There are no arrangements or understandings between General West and any other persons pursuant to which she was selected as a director. There are no transactions involving the Corporation and General West that the Corporation would be required to report pursuant to Item 404(a) of Regulation S-K. General West has never served as one of the Corporation’s officers or employees.

(b) On July 10, 2019, Victoria F. Haynes notified Nucor Corporation (the “Company”) of her resignation, effective that day, from the Company’s Board of Directors (the “Board”) and from her positions as a member of the Audit Committee, the Compensation and Executive Development Committee and the Governance and Nominating Committee of the Board. Dr. Haynes is resigning for personal reasons and not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

(e) On June 5, 2019, the Corporation and Mr. Stratman entered into a Retirement, Separation, Waiver and Release Agreement (the “Retirement Agreement”) in connection with Mr. Stratman’s retirement from employment with the Corporation, effective June 8, 2019. The Retirement Agreement supersedes all previous agreements related to Mr. Stratman’s employment with the Corporation, including the Executive Employment Agreement between Mr. Stratman and the Corporation, effective as of September 30, 2007. In consideration for Mr. Stratman’s comprehensive release of claims against the Corporation and its affiliates and his post-employment covenants set forth in the Retirement Agreement, Mr. Stratman will be entitled to receive monthly payments from the Corporation of $218,747.85 for the 24 months immediately following his retirement. Pursuant to the Retirement Agreement, Mr.

(b) On April 18, 2019, Nucor Corporation (the “Corporation”) announced that R. Joseph Stratman will retire from his position as Chief Digital Officer and Executive Vice President of the Corporation, effective June 8, 2019. Mr. Stratman, age 62, joined the Corporation in 1989 and has been an Executive Vice President since 2007. His decision to retire is voluntary and in accordance with the Corporation’s succession planning. The Corporation also announced on April 18, 2019 that MaryEmily Slate will be promoted to Executive Vice President, effective May 19, 2019, and will assume responsibilities for the Corporation’s Tubular Products Group, logistics and certain joint ventures. Ms. Slate has been an employee of the Corporation since 2000 and most recently has served as Vice President of Nucor-Steel Arkansas since 2015.

(b) On April 17, 2018, Nucor Corporation (the “Corporation”) announced that James R. Darsey will retire from his position as Executive Vice President of Raw Materials of the Corporation, effective June 9, 2018. Mr. Darsey, age 62, joined the Corporation in 1979 and has been an Executive Vice President since 2010. His decision to retire is voluntary and in accordance with the Corporation’s succession planning. Craig A. Feldman will be promoted to Executive Vice President of Raw Materials upon Mr. Darsey’s retirement. Mr. Feldman has been an employee of the David J. Joseph Company (DJJ), a subsidiary of the Corporation, for 32 years and its president since January 2013. He has been an employee of the Corporation since 2008, when DJJ was acquired by the Corporation. Mr. Feldman will retain his role as President of DJJ.

(b) On December 1, 2017, Bernard L. Kasriel notified Nucor Corporation (the “Company”) of his resignation, effective January 5, 2018, from the Company’s Board of Directors (the “Board”) and from his positions as a member of the Audit Committee, the Compensation and Executive Development Committee and the Governance and Nominating Committee of the Board. Mr. Kasriel is resigning for personal reasons and not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with the resignation of Mr. Kasriel, the Company will reduce the size of the Board to eight members.

(d) On September 14, 2017, the Board of Directors of Nucor Corporation (the “Corporation”) elected retired U.S. Army General Lloyd J. Austin III to the Corporation’s Board of Directors, effective September 18, 2017, with a term expiring at the Corporation’s 2018 annual meeting of stockholders. Concurrent with his election as a director, General Austin was appointed to the Audit Committee, the Compensation and Executive Development Committee and the Governance and Nominating Committee of the Board of Directors. There are no arrangements or understandings between General Austin and any other persons pursuant to which he was selected as a director. There are no transactions involving the Corporation and General Austin that the Corporation would be required to report pursuant to Item 404(a) of Regulation S-K. General Austin has never served as one of the Corporation’s officers or employees.

(b) On February 21, 2017, Raymond J. Milchovich, a member of the Board of Directors (the “Board”) of Nucor Corporation (the “Company”) and the Board’s lead director since September 2013, notified the Board that he would not stand for reelection as a director of the Company due to other professional demands on his time. Mr. Milchovich’s decision was not due to any disagreement with the Company. Also on February 21, 2017, the Board unanimously elected John H. Walker lead director of the Board. Mr. Walker has been a member of the Board since 2008. A copy of the news release announcing Mr. Walker’s election as lead director is furnished as Exhibit 99.1 and incorporated herein by reference.

(d) On November 30, 2016, the Board of Directors of Nucor Corporation (the “Corporation”) elected Patrick J. Dempsey to the Corporation’s Board of Directors, effective December 1, 2016, with a term expiring at the Corporation’s 2017 annual meeting of stockholders. Mr. Dempsey is the President and Chief Executive Officer of Barnes Group Inc. Concurrent with his election as a director, Mr. Dempsey was appointed to the Audit Committee, the Compensation and Executive Development Committee and the Governance and Nominating Committee of the Board of Directors. There are no arrangements or understandings between Mr. Dempsey and any other persons pursuant to which he was selected as a director. There are no transactions involving the Corporation and Mr. Dempsey that the Corporation would be required to report pursuant to Item 404(a) of Regulation S-K. Mr.