Deals between STLD and its directors, executives, owners of more than 5% or their families: a relative on the payroll,
a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
Below: what the proxy filed 2026-03-27 reports that the one filed 2025-03-13 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-13.
Nothing new: every deal in this year's section was reported last year too.
The whole section 3 paragraphs, proxy filed 2026-03-27
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.”
Read it in the proxy ↗
Statement of Policy for the Review, Approval or Ratification of Transactions with Related Persons
“Relevant transactions are normally approved in advance by the Audit Committee. If a transaction cannot practically be approved by the Audit Committee in advance, the Audit Committee Chair may provide such approval, subject to subsequent report to the full Audit Committee.”
Read it in the proxy ↗
Statement of Policy for the Review, Approval or Ratification of Transactions with Related Persons
“All of these transactions and relationships were approved in accordance with our Statement of Policy for the Review, Approval or Ratification of Transactions with Related Persons. During 2025, each of the following employment relationships involved payments for services rendered to the Company by performing work at no more than market rates of less than $475,000 per individual. Charles Trowbridge was employed as a sales manager for our Butler Flat Roll Division. Mark D. Millett, our Chairman and Chief Executive Officer, is the brother-in-law of Charles Trowbridge. Joshua Graham was employed as an operational manager at our Sinton Flat Roll Division. Christopher A. Graham, our Senior Vice President, Flat Roll Steel Group, is the brother of Joshua Graham. Neil Pushis was employed as an operational supervisor within our Aluminum operations. Glenn A. Pushis, our former Senior Vice President, Special Projects (retired on January 9, 2026), is the brother of Neil Pushis. In addition, Ms. Hamann, one of our independent directors, is Chief Financial Officer of Union Pacific. For many years, the Company has sold rail to Union Pacific and purchased transportation services from Union Pacific. In 2025, Union Pacific paid the Company approximately $44 million for rail purchases and the Company paid Union Pacific approximately $102 million for transportation services. These transactions were made on market terms and accounted for less than 0.5% of each company’s revenues. We believe that all of the transactions described above are on terms no less favorable to us than could be obtained from unaffiliated third parties.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not.
A deal reported again with a new amount is not new. Always check the filing.
Open the proxy ↗ · Last year's proxy ↗
