STEEL DYNAMICS INC - Proxy Solicitation & Information Statement 2019

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

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Steel Dynamics, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

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ZEQ.=1,SEQ=1,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=428181,FOLIO='blank',FILE='DISK110:[19ZAF1.19ZAF14001]BA14001A.;3',USER='CHE106465',CD='26-MAR-2019;21:20' THIS IS THE END OF A COMPOSITION COMPONENT

ZEQ.=1,SEQ=2,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=375379,FOLIO='blank',FILE='DISK110:[19ZAF1.19ZAF14001]BC14001A.;12',USER='CHE106465',CD='26-MAR-2019;21:20' THIS IS THE END OF A COMPOSITION COMPONENT

To our Stockholders:

On behalf of our Board of Directors, it is our privilege to cordially invite you to attend the 2019 Annual Meeting of stockholders for Steel Dynamics, Inc. to be held on Thursday, May 16, 2019 at 9:00am EDT in the Grand Wayne Center, 120 West Jefferson Boulevard, Fort Wayne, Indiana 46802. At the Annual Meeting, stockholders will vote on the following items of business which are detailed in the following proxy statement. The Board recommends a FOR vote for each of the following proposals:

These proxy materials are available on the Internet at the following website: http://materials.proxyvote.com/858119, and are also available on our Internet site at www.steeldynamics.com under the heading "Investors."

The record date has been set as March 18, 2019 to determine stockholders entitled to receive notice of and to vote at the annual meeting. This letter and the accompanying Notice, proxy statement and proxy card, for those receiving paper copies, as well as a Notice Regarding the Availability of Proxy Materials, with instructions for accessing the proxy materials and Annual Report on the Internet, is being first sent or made available to stockholders on or about April 5, 2019.

We look forward to seeing you at our 2019 Annual Meeting on May 16, 2019.

Sincerely,

MARK D. MILLETT President and Chief Executive Officer March 27, 2019

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	Page
Proxy Summary	1
Business Highlights	1
Governance Highlights	3
Executive Compensation Highlights	3
Voting Information	5
Voting Shares Held by Brokers, Banks, Custodians or Other
Nominees	5
Voting Shares Held in Your Name	6
Required Vote	6
Your Choices on How to Vote by Proxy	7
Governance of the Company	10
Governance Policy	10
Board Leadership Structure	10
Board's Role in Risk Oversight	11
Committees and Meetings of the Board of Directors	12
Director Independence	13
The Corporate Governance and Nominating Committee	14
The Compensation Committee	16
The Audit Committee	17
Statement of Policy for the Review, Approval or Ratification of Transactions with
Related Persons	18
Proposal No. 1 Election of Directors	20
Information Concerning Experience, Qualifications, Attributes, and Skills of the
Director Nominees and Other Executive Officers	21
Director Compensation	28
Security Ownership of Directors and Executive Officers	30
Security Ownership of Certain Beneficial Owners	31
Proposal No. 2 Ratification of the Appointment of
Independent Registered Public Accounting Firm as Auditors	32
Report of the Audit Committee	33
Compensation Discussion and Analysis	35
Executive Summary	35
Administration of Executive Compensation Program	39
Summary of The Executive Compensation Program Components	41
Other Programs and Policies	47
Tax and Accounting Considerations	49
Report of the Compensation Committee	50
Compensation Tables	51
CEO Pay Ratio	61
Proposal No. 3 Advisory Vote to Approve the
Compensation of the Named Executive Officers	62
Proposal No. 4 Approval of the Amended and Restated
Steel Dynamics, Inc. 2015 Equity Incentive Plan	63
Other Matters	72

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Proxy Summary

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Our Company

We are one of the largest domestic steel producers and metal recyclers in the United States, based on current estimated steel shipping capacity of 13 million tons and actual metals recycling volumes. The primary source of revenues is from the manufacture and sale of steel products, processing and sale of recycled ferrous and nonferrous metals, and fabrication and sale of steel joists and deck products.

Our Performance

We thank you, our loyal customers, vendors, communities and stockholders, for your continued support of our company. Thank you to our extraordinary colleagues for your passion, innovation and dedication to each other and to a spirit of excellence. The entire Steel Dynamics team achieved a record performance during 2018. We reached numerous milestones and performed at the top of our industry, both operationally and financially. In addition, our safety record remained strong during 2018 with a total recordable incident rate of 1.8 and each operating platform performing significantly better than their respective peer industry averages. The following table highlights various financial and operational milestones achieved during 2018 (in millions):

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		2018	% Increase
Net Sales	$ 9,539	$ 11,822	24%
Operating Income	1,067	1,722	61%
Net Income	813	1,259	55%
EBITDA 1	1,360	2,038	50%

Steel Shipments (tons)	9,727	10,610	9%
Steel Fabrication Shipments (tons)	627	642	2%
Metals Recycling Ferrous Shipments (tons)	4,953	5,124	3%

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Our Strategy

Our strategic focus to create value for our stockholders, customers, employees and communities is differentiated through our six Core Operating and Leadership Principles:

BLANK LINE TO FORCE PARA

1 2017 EBITDA is calculated as $806 million of net income, $129 million of income tax expense, $124 million of net interest expense, $265 million of depreciation, $29 million of amortization and $7 million of non-controlling interests. 2018 EBITDA is calculated as $1,256 million of net income, $364 million of income tax expense, $104 million of net interest expense, $283 million of depreciation, $28 million of amortization and $3 million of non-controlling interests.

STEEL DYNAMICS, INC. 2019 Proxy Statement 1

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Sustainability

We published our inaugural sustainability report during 2018. While this was our first formal report, Steel Dynamics was a company focused on sustainability from its inception, valuing our colleagues, partners and communities. We produce steel using cleaner and more efficient electric arc furnace technology (which has a much lower environmental impact than traditional technologies) by utilizing recycled ferrous scrap as our primary raw material. We are also one of the largest nonferrous metals recyclers and the 2nd largest ferrous recycler in the U.S. We reintroduced over 1.1 billion pounds of recycled nonferrous scrap and over 11 million tons of recycled ferrous scrap into the manufacturing life cycle in 2018 alone. We also use recycled copper and aluminum within our own manufacturing businesses. Our sustainability report can be found on our website at http://www.steeldynamics.com/Sustainability.aspx.

Our current operations and growth strategy are aligned with our focus toward sustainability of resources.

STEEL DYNAMICS, INC. 2019 Proxy Statement 2

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Our Best Practices

We are committed to best practices of corporate governance, which we believe promote the long-term interests of our business and maximize returns for our stockholders. The following are some of the highlights of our governance framework:

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✓ Lead Independent Director	✓ Independent directors meet at least quarterly in executive sessions
✓ Robust Stock Ownership Guidelines for Executive Officers and Directors	✓ Committees consist of 100% independent directors
✓ Board Refreshment Director Retirement Policy	✓ Code of Business Conduct and Ethics
✓ All Board members attended at least 75% of Board and Committee meetings	✓ Annual director evaluation process
✓ Ongoing succession planning at all senior management and operational levels	✓ Diverse director backgrounds and perspectives with a mix of tenures and ages

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Effective Stockholder Engagement

We remain committed to engaging with a significant and diverse portion of our stockholders on topics of importance to both them and the Company. We regularly reach out to our stockholder base. In 2018, we engaged with stockholders representing more than 50% of our outstanding shares. Our discussions cover topics such as strategic near and long-term growth initiatives, capital allocation execution and principles, sound governance practices, our performance-based compensation philosophy, our sustainable business model, and other matters. This process aids our Board to ensure issues important to our stockholders are heard and adequately addressed.

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Our Best Practices

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

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✓ Highly variable compensation that focuses on pay-for-performance	✓ "Double-trigger" change-in-control severance
✓ Strong stockholder say-on-pay support with over 97% in favor during 2018	✓ No excise tax gross ups
✓ Stock ownership guidelines for all executive officers	✓ No hedging of Company stock
✓ Clawback policy regarding executive compensation	✓ Independent compensation consultant retained by the Compensation Committee

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STEEL DYNAMICS, INC. 2019 Proxy Statement 3

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Pay for Performance Methodology

Our programs continued to be highly levered to pay-for-performance. Approximately 83% of the target compensation for our CEO during 2018 and approximately 74% of the target compensation for our other NEOs during 2018 was performance-based. The following table highlights the key components:

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Compensation Component	Performance- Based	Compensation Highlights
Base Salary		Set at a level of compensation necessary to recruit and retain the type of high-performing, entrepreneurial executives we seek to attract
Annual Incentive Plan	Yes	Provides for a mix of cash and equity compensation earned when our performance exceeds pre-established thresholds, capped at a maximum percentage of base salary
Long-Term Incentive Compensation Plan	Yes	Equity compensation earned by our executives when our financial and operational performance, as measured by a number of stated metrics, exceeds those measured of a pre-established set of our steel sector competitors
Stock Appreciation Rights	Yes	Equity award that vests over three years, rewarding executives for share price appreciation over a ten-year term
Restricted Stock Units		Our company-wide equity award program for employees that "cliff" vest at the end of the two-year period

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STEEL DYNAMICS, INC. 2019 Proxy Statement 4

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Voting Information

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We are providing you with this Proxy Statement and these proxy materials in connection with the solicitation of proxies by our Board of Directors, to be voted at our 2019 Annual Meeting of Stockholders and at any postponement or adjournment thereof. We will hold the meeting on May 16, 2019, beginning at 9:00 a.m. EDT, in the Grand Wayne Center, 120 West Jefferson Boulevard, Fort Wayne, Indiana 46802.

Our fiscal year begins January 1 and ends December 31. Therefore, any reference to the year 2018 in these materials refers to the twelve-month period ended December 31, 2018.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Internet Availability of Proxy Materials

As permitted by the Securities and Exchange Commission's ("SEC") "notice and access" rules, we are making our proxy statement and 2018 annual reports (which are not part of the proxy solicitation materials) available to most of our stockholders via the Internet rather than by mail. Accordingly, by April 5, 2019, we will begin distributing to our stockholders either (i) a paper copy of our proxy statement, the accompanying form of proxy card, and our 2018 annual report, or (ii) a Notice of Internet Availability of Proxy Materials (the "Notice"), explaining how to access this proxy statement and other materials via the Internet, how to vote your shares, and, if you prefer, how to also obtain a paper copy of these materials at no charge.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Who Can Vote

You are entitled to vote at the Annual Meeting if you were a stockholder of record at the close of business on March 18, 2019.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Shares Outstanding

On March 18, 2019, there were 222,931,285 shares of common stock outstanding. A list of stockholders 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.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Voting of Shares

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

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Voting Shares Held by Brokers, Banks, Custodians or Other Nominees

Many stockholders arrange to have their shares held by brokers, banks, custodians or other nominees. These are referred to as "Broker Held Shares". In this situation, the record or "registered holder" is that particular broker, bank, custodian or nominee. This is often referred to as holding shares in "street name." In such case, your name, as the actual "beneficial owner," does not appear in our stock register. Therefore, for Broker Held Shares, the process of distributing the proxy materials and tabulating votes involves two-steps. 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 that correspond to the number of beneficial owners. Each broker then forwards those proxy materials to its clients, to obtain their voting instructions. So if you receive a paper copy of the proxy materials from your broker, the accompanying return envelope is self-addressed to return your executed proxy card with your voting instructions to your broker. Shortly before the meeting, each broker totals the votes and submits a proxy card to our vote tabulator reflecting the aggregate votes of the beneficial owners for whom it holds shares.

STEEL DYNAMICS, INC. 2019 Proxy Statement 5

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For this reason, if your shares are held by your broker, you should follow your broker's instructions included on that form.

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 2019 Annual Meeting, however, the only discretionary item is Proposal No. 2, the ratification of the selection of our independent auditors. On all other non-discretionary items, including the Election of Directors (Proposal No. 1); the non-binding Advisory Vote to Approve the Compensation of the Named Executive Officers (Proposal No. 3); and the Approval of the Amended and Restated Steel Dynamics, Inc.'s 2015 Equity Incentive Plan (Proposal No. 4), if you do not give voting instructions to your broker, those shares will not be voted and will be treated as "broker non-votes."

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Voting Shares Held in Your Name

On the other hand, if you are the record owner, then, regardless of whether you have received a paper copy of these proxy materials or only a Notice, you may vote your shares (1) in person at the Annual Meeting, (2) by telephone, (3) on the Internet following the instructions contained in these proxy materials, or (4) by proxy if you properly fill in and sign your proxy card and mail it in the enclosed, prepaid and addressed envelope. In that situation, your "proxy" that is, the persons named in your proxy card will then vote your shares as you have directed.

With respect to shares you hold in your own name, 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 Proposal No. 1 (the election as directors of all nominees listed under "Election of Directors"); FOR Proposal No. 2 (the "Ratification of the Appointment of Independent Registered Public Accounting Firm as Auditors"); FOR Proposal No. 3 (the non-binding "Advisory Vote to Approve the Compensation of the Named Executive Officers"); and FOR Proposal No. 4 (the "Approval of the Amended and Restated Steel Dynamics, Inc.'s 2015 Equity Incentive Plan").

We realize that most of you will not be able to attend the meeting in person. 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.

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Quorum

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.

STEEL DYNAMICS, INC. 2019 Proxy Statement 6

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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 stockholders.

Accordingly, you may vote "FOR ALL" of the director nominees, "WITHHOLD ALL" of the director nominees, or "WITHHOLD" your vote from one or more nominees, by checking the "For All Except" box and writing in the name of the nominee or nominees from whom you want to withhold your vote . Checking the "For All Except" box and writing in the name of a particular nominee will have the same effect as a vote "AGAINST" that nominee and will trigger that nominee's resignation if the total "WITHHOLD" votes for that nominee aggregate to more than 50% of the total votes cast or present with respect to that nominee.

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.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Your Choices on How to Vote by Proxy

There are four possible choices of how to vote by proxy:

Telephone and Internet voting will be available 24 hours a day, 7 days a week. Both the Internet and telephone voting instructions are designed to prompt you on how to proceed, and you will be able to confirm that your instructions have been properly received and recorded. For both of these methods, you will also need a

STEEL DYNAMICS, INC. 2019 Proxy Statement 7

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control number, which is noted on your proxy card or in the Notice. The telephone and Internet voting facilities will close at 11:59 p.m. EDT on May 15, 2019.

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.

We do not know of any 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.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Revocation of a Proxy

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

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Multiple Stockholders 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 stockholders sharing the same last name and address. This process, called householding, allows us to reduce the number of copies of these materials that we must print and mail. However, if you share the same last name and address with other Steel Dynamics stockholders and 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.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Cost of Preparing, Mailing and Soliciting Proxies

We will pay all of the costs of preparing, printing and mailing this Proxy Statement or Notice and of soliciting these proxies. We will ask brokers to forward the 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 approximately $9,000, plus expenses for these services.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Voting Results

We will publish the voting results on our Company's website at 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.

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Investor Relations Department

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

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Stockholder Communications with Directors

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

STEEL DYNAMICS, INC. 2019 Proxy Statement 9

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Governance of the Company

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Governance Policy

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 role of our Board of Directors is to effectively govern the affairs of the Company for the long-term benefit of our stockholders and other constituencies. The Board ensures the continuity of the Company and its mission through the election and appointment of qualified management to manage the Company and with the Board, to develop the Company's long-term strategy. In addition, management regularly keeps Board members informed regarding 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.

We operate under corporate governance principles and practices that are reflected in a set of written Corporate Governance Policies. These policies were recently amended and are available on our Company's website at www.steeldynamics.com under "Investors Corporate Governance."

These include the following principles:

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Board Leadership Structure

Chairman of the Board

Mr. Keith E. Busse serves as our non-independent, non-executive Chairman of the Board. If elected at the Annual Meeting, Mr. Busse will continue to serve in that capacity. Mr. Busse, as the non-executive Chairman, presides at meetings of the Board.

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Lead Independent Director

The Board operates with a Lead Independent Director, selected annually from among the independent directors. James C. Marcuccilli has served as our Lead Independent Director since 2011 and, if elected at the Annual Meeting, will continue to serve in that capacity. The Chairman and Lead Independent Director serve at the pleasure of the Board and are appointed annually following the Annual Meeting.

The Lead Independent Director:

The Board considers that the Lead Independent Director's active involvement in the foregoing functions and activities will ensure the Board will be able to maintain an appropriate level of independent oversight over its critical information flow and decision-making processes.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Board's Role in Risk Oversight

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 management's assistance, regularly reviews the Company's significant business risks, including safety, financial, operational, data and cyber security, business continuity, legal, environmental, trade, technological and regulatory exposures. In this regard, the Board reviews the steps management has taken to actively manage, monitor and control these exposures. Outlined below is how the Committees support the Board in this critical function.

The Audit Committee reviews the Company's risk management processes, systems and controls which management has established. Specifically, the Audit Committee is responsible for reviewing the risks related to the financial reporting process as well as credit risk, liquidity risk and market risk. The Audit Committee regularly discusses with management 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 corporate governance structure and processes, and the Compensation Committee reviews risks related to compensation matters. While the Board and its committees oversee risk management strategy, management is responsible for implementing and supervising day-to-day risk management processes and reporting to the Board and its committees on such matters.

The Compensation Committee reviews whether our executive compensation programs encourage unnecessary or excessive risk-taking. As part of its review, the Compensation Committee receives a risk analysis report prepared by its compensation consultant, Compensia, which it considers during the process. After its 2018 review, the Compensation Committee again determined that our compensation programs do not encourage unnecessary or excessive risk-taking.

Executive officers' base salaries are fixed in amount and thus do not encourage risk-taking. Annual cash incentives and payouts 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 several years and help further align executive officers' interests with those of our

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stockholders. 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 because awards are subject to regular vesting schedules to help ensure that a significant component of executive compensation is tied to long-term stockholder value creation.

The Compensation Committee has also reviewed the Company's compensation programs for employees generally and has concluded these programs as well do not create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee believes that the Company's cash bonus programs and long-term equity awards provide an effective and appropriate mix of incentives to help ensure performance is focused on long-term stockholder value creation and do not encourage short-term risk taking at the expense of long-term results.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Committees and Meetings of the Board of Directors

During 2018, the Board of Directors had three standing committees each consisting entirely of independent directors: an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee.

The Board, together with management, periodically 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 regularly update and revise their charters to take into account increased charter, legislative, regulatory and listing standards requirements, as well as other governance changes. We also operate under a set of Corporate Governance Policies, which are reviewed frequently. All charters and policies may be found on our website, at www.steeldynamics.com under "Investors Corporate Governance", or by writing to Steel Dynamics, Inc., Attention: "Investor Relations Department," 7575 West Jefferson Blvd., Fort Wayne, Indiana 46804 and requesting copies.

The members of each committee, and the chair of each committee, are appointed annually by the Board. Each committee had the following members during 2018:

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	Director Tenure	Corporate Governance and Nominating	Compensation	Audit	Independent Director	Other Public Company Boards
Mark D. Millett	Founder
Sheree L. Bargabos	1 year			Member	Yes	1
Keith E. Busse	Founder
Frank D. Byrne, M.D.	14 years	Member		Member	Yes
Kenneth W. Cornew	3 years	Member	Member		Yes
Traci M. Dolan	7 years	Member		Chair	Yes
Dr. Jürgen Kolb	23 years		Member	Member	Yes
James C. Marcuccilli	14 years	Member	Member	Member	Yes
Bradley S. Seaman	6 years	Chair	Member		Yes	1
Gabriel L. Shaheen	10 years		Chair	Member	Yes
Steven A. Sonnenberg	1 year	Member			Yes	1
Richard P. Teets, Jr.	Founder
Committee Meetings		7	4	8

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The Board held five regularly scheduled and special meetings during 2018. 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 2018, without management present.

The Board also engages in regular discussions with the Chief Executive Officer regarding succession planning at senior levels, and to the identification, development, and promotion of critical talent to address both

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planned and unplanned leadership transitions. The Chief Executive Officer reports at least semi-annually on succession and leadership development planning.

We encourage all members of the Board to attend our Annual Stockholders Meeting. At the 2018 Annual Meeting all directors were in attendance.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Director Independence

Each of our Audit, Compensation, and Corporate Governance and Nominating Committee charters require that each member of each committee meet:

The Board must also annually make both an affirmative objective and subjective determination that all such independence standards have been, and continue to be met by the independent directors and members of each of our three standing committees, as well as 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, each director must be neither an officer nor an employee of Steel Dynamics, Inc. or any of its subsidiaries, nor an individual who has any relationship with Steel Dynamics, Inc. or any of its subsidiaries, or with management (either directly or as a partner, stockholder 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 of a director. In addition, a director is presumptively considered to be non-independent if:

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The Board made its independence determination with respect to each director for calendar year 2018 and for each director nominee for election to the Board of Directors at the 2019 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 2018 nine of the twelve members of our Board of Directors serving during 2018 met all independence requirements, thus at all times constituting more than a majority of the twelve member Board. The independent members are Sheree L. Bargabos, Frank D. Byrne, M.D., Kenneth W. Cornew, Traci M. Dolan, Dr. Jürgen Kolb, James C. Marcuccilli, Gabriel L. Shaheen, Bradley S. Seaman and Steven A. Sonnenberg. The Board has determined that, if elected at the 2019 Annual Meeting, of the eleven persons nominated as candidates for election as directors, eight directors (Sheree L. Bargabos, Frank D. Byrne, M.D., Kenneth W. Cornew, Traci M. Dolan, James C. Marcuccilli, Gabriel L. Shaheen, Bradley S. Seaman and Steven A. Sonnenberg) would continue to meet all such independence criteria.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" The Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is responsible, among other things, for:

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, board expansion and refreshment. During 2018, the Corporate Governance and Nominating Committee continued this process, which first identifies skills that are needed to support the Company and its near and long-term strategies, while considering other factors such as background, general life experiences and diversity, and then identifies potential nominees to fill the need. 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

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directors, by outside persons or advisors, by a stockholder 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.

The Committee reviews background information on each proposed nominee, including the proposed nominee's accomplishments, experience, and skills. In addition to a candidate's inventory of skills and substantive qualifications, the Committee looks for various other attributes, including:

Additionally, the Committee takes into account such factors as 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.

During 2018, the Committee performed a director search process utilizing two independent outside search firms (including a firm specializing in identifying diverse candidates), asking both firms to bring the Committee a diverse, qualified slate of candidates. As a result, the Committee selected Sheree L. Bargabos and Steven A. Sonnenberg as new directors during 2018. Accordingly, both Ms. Bargabos and Mr. Sonnenberg are listed as candidates for election to the Board in 2019 in connection with Proposal No. 1.

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's 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.

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Board Refreshment Director Retirement Policy

As adopted as part of our Corporate Governance Policies in 2019, the Board has established a retirement age of 75 for directors. Pursuant to that policy, the Corporate Governance and Nominating Committee will not recommend to the Board, any nominee for election or appointment as a director who is or will have attained age 75 or older at the time of the Company's Annual Meeting of Stockholders, subject to a transition exception applicable to the Company's current Board Chairman and co-founder, Keith Busse, whose retirement age has been extended to 80.

Stockholder Nominations

The Corporate Governance and Nominating Committee will consider suggestions from stockholders for potential director nominees. In order to provide the Committee sufficient time to evaluate proposed nominees, a stockholder desiring to recommend a proposed nominee for consideration by the Committee, for nomination at the 2020 Annual Meeting of Stockholders, 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 December 6, 2019, 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 stockholder, 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 stockholder and/or the proposed nominee for more information.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" The Compensation Committee

The Board determined that all members of the Compensation Committee were independent during 2018 within the meaning of Rules 5605(a)(2) and 5605(d)(2)(A) of the NASDAQ General Marketplace Rules (which includes the enhanced independence standards applicable to compensation committee members), and that they also met the definition of a "non-employee director" within the scope of Exchange Act Rule 16b-3.

The Compensation Committee is responsible, among other things, for:

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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 2018. Moreover, during 2018 (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.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" The Audit Committee

The Board has both objectively found and also affirmatively determined that all members of the Audit Committee are independent as defined by Rule 5605(a)(2) and Rule 5605(c)(2) of the NASDAQ General Marketplace Rules, and also met all additional or enhanced criteria for Audit Committee membership independence set forth in Section 10A(m)(3) of the Exchange Act and Rule 10A-3(b)(1) thereunder.

In addition, our Board has also determined that, for 2018, 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 407 of Regulation S-K. No members of the Audit Committee served on the audit committee of another public company.

The Audit Committee is responsible, among other things, for:

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The Audit Committee meets periodically with management and with our independent auditors in the discharge of its responsibilities. The Committee reviews our financial statements and discusses them with management and our independent auditors before those financial statements or the results thereof are publicly released and before they are filed with the SEC. The Audit Committee also regularly meets privately with the independent auditors. Details are set forth in the section titled "Report of the Audit Committee" later in this Proxy Statement.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Statement of Policy for the Review, Approval or Ratification of Transactions with Related Persons

Transactions with "related persons" are subject to our Statement of Policy for the Review, Approval or Ratification of Transactions With Related Persons. A copy of this policy is available on our Company's website at www.steeldynamics.com under "Investors Corporate Governance."

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% stockholder, 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.

We have established a lower transactional threshold amount than is required by law, so that even transactions above the threshold amount but still below the otherwise required dollar amount to trigger an inquiry will nonetheless be reviewed for fairness and appropriateness. Our Policy does permit the employment of a related person in the ordinary course of business, if terms are comparable to similar positions with non-related persons, and if that person is not an executive officer required to be reported in our annual Proxy Statement. Transactions involving competitive bids are considered pre-approved for purposes of our policy.

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.

In reviewing any related person transaction, the Audit Committee must consider the proposed benefits to the Company and the availability of other sources of comparable products or services, must make an assessment of whether the proposed transaction is at least on terms comparable to the terms available to an unrelated third party or to employees generally, and must then determine whether the transaction is fair and reasonable to the Company.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Section 16(a) Beneficial Ownership Reporting Compliance

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 2018 were met.

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Stockholder Proposals for 2020

Any stockholder satisfying the requirements of the Exchange Act Rule 14a-8, and wishing to submit a proposal for inclusion in our Proxy Statement for our 2020 Annual Meeting of Stockholders, 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 December 6, 2019.

In addition, Section 2.9 of our bylaws, which is an advance notice bylaw, governs the timely submission of nominations for director or other business proposals that a stockholder may wish to have considered at the annual meeting. There were no such proposals submitted for this Annual Meeting. Pursuant to that bylaw, any stockholder who does not submit a timely or otherwise qualifying proposal for inclusion in next year's (2020's) Annual Meeting Proxy Statement, but may still wish to make a proposal at that 2020 Annual Meeting, will be required to have delivered written notice to our Chief Financial Officer no later than December 6, 2019. That notice, if any, must contain the information required by Section 2.9 of the bylaws, a copy of which can be viewed on our Company's website, at www.steeldynamics.com under "Investors Corporate Governance," or a copy of which may be requested, addressed as noted above, free of charge. If such a proposal were to be made at next year's Annual Meeting, a proxy granted by a stockholder prior to that Annual Meeting will be deemed to have given discretionary authority to the proxies to vote that individual's shares on any matter introduced pursuant to the foregoing Section 2.9 advance notice bylaw.

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Proposal No. 1 Election of Directors

Our stockholders will be asked to elect eleven directors at the 2019 Annual Meeting.

Nine of the persons listed below are incumbent members of our Board, and, except for Sheree L. Bargabos and Steven A. Sonnenberg, were elected at the 2018 Annual Meeting. Ms. Bargabos and Mr. Sonnenberg, however, were appointed to the Board during 2018 following an exhaustive search conducted by the Corporate Governance and Nominating Committee with the assistance of two nationally recognized search firms. As a result of its ongoing incumbent director performance review by the Corporate Governance and Nominating Committee (see "The Corporate Governance and Nominating Committee Director Nomination Process"), which included Ms. Bargabos and Mr. Sonnenberg, each incumbent Board member's service and performance as a director during 2018 was evaluated by the Corporate Governance and Nominating Committee and was determined to have met all expectations for continued Board membership. 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:

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Name	Position with Steel Dynamics, Inc.	Director Since
Mark D. Millett	Director, President and Chief Executive Officer	1993
Sheree L. Bargabos	Director	2018
Keith E. Busse	Director, Non-Executive Chairman of the Board	1993
Frank D. Byrne, M.D.	Director	2005
Kenneth W. Cornew	Director	2016
Traci M. Dolan	Director	2012
James C. Marcuccilli	Director, Lead Independent Director	2005
Bradley S. Seaman	Director	2013
Gabriel L. Shaheen	Director	2009
Steven A. Sonnenberg	Director	2018
Richard P. Teets, Jr.	Director	1993

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Each director, if elected, will serve until our 2020 Annual Meeting of Stockholders, 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 2018 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.

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Director Tenure Director Independence

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING NOMINEES:

INFORMATION CONCERNING EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS OF DIRECTOR NOMINEES AND OTHER EXECUTIVE OFFICERS

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Mark D. Millett
Position : Co-founder, Director and President and Chief Executive Officer Director Since : 1993 Age : 59 Outside Public Company Directorships : None Committees : None Education : Bachelor's degree in metallurgy from the University of Surrey in England (1981)	Key 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, 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 : Mr. Millett co-founded the Company in 1993. Mr. Millett has been our President and Chief Executive Officer since
January 2012. Prior to that, he has held various positions, including President and Chief Operating Officer, Executive Vice President of Metals Recycling and Ferrous Resources, President and Chief Operating Officer of OmniSource Corporation, and
Executive Vice President of Flat Roll Operations. Mr. Millett was responsible for the design, construction, and start-up operation of numerous steelmaking facilities, including portions of our Butler Flat Roll Division. Mr. Millett was
named Steelmaker of the Year in 2014 by the Association of Iron and Steel Technology.

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Sheree L. Bargabos
Position : Independent Director Director
Since : 2018 Age : 63 Outside Public Company Directorships : PGT Innovations, Inc. Committees : Audit Committee Member 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 : 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 : 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 : Co-founder, Director and non-executive Chairman of the Board Director Since : 1993 Age : 76 Outside Public Company 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 : 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	Key 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 : 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 Chairman and Chief Executive Officer. He grew the Company from 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 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.

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STEEL DYNAMICS, INC. 2019 Proxy Statement 22

ZEQ.=3,SEQ=26,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=1044762,FOLIO='22',FILE='DISK110:[19ZAF1.19ZAF14001]DG14001A.;25',USER='CHE108053',CD='27-MAR-2019;08:58'

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Frank D. Byrne, M.D.
Position : Director Director
Since : 2005 Age : 66 Outside Public Company 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 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 currently serves as advisor to a healthcare information technology venture fund, chairs the hospital advisory board of MedPro Group (a Berkshire-Hathaway company), and is a Trustee of Edgewood College. 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 Care, 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 : 54 Outside Public Company Directorships : None Committees : Corporate Governance and Nominating Committee and Compensation Committee Member Education : Bachelor of Science degree in Electrical Engineering from Rutgers University (1987) and an MBA from the Drexel University (1995)	Key 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 : Mr. Cornew has been Senior Executive Vice President and Chief Commercial Officer of Exelon Corporation and President
and CEO of Exelon Generation since 2013. Mr. Cornew is 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 has been and continues to be a leader in advocacy for the industry, he currently serves 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, the Advisory Board of FM Global
Washington/Philadelphia, as well as the Board of Trustees for the Living Classrooms Foundation.

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STEEL DYNAMICS, INC. 2019 Proxy Statement 23

ZEQ.=4,SEQ=27,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=80863,FOLIO='23',FILE='DISK110:[19ZAF1.19ZAF14001]DG14001A.;25',USER='CHE108053',CD='27-MAR-2019;08:58' THIS IS THE END OF A COMPOSITION COMPONENT

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Traci M. Dolan

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| Position : Director Director Since : 2012 Age : 61 Outside Public Company Directorships : None Committees : Audit Committee Chairperson and Corporate Governance and Nominating Committee Member Education : Bachelor of Science Degree in Business from Indiana University (1981) |
| --- |
| Professional 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

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| Position : Lead Independent Director Director Since : 2005 Age : 68 Outside Public Company Directorships : None Committees : Compensation Committee, Audit Committee and Corporate Governance and Nominating Committee Member Education : Bachelor's degree in business finance from the University of Notre Dame (1973) |
| --- |
| Professional 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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STEEL DYNAMICS, INC. 2019 Proxy Statement 24

ZEQ.=1,SEQ=28,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=829908,FOLIO='24',FILE='DISK110:[19ZAF1.19ZAF14001]DH14001A.;13',USER='CHE106465',CD='26-MAR-2019;21:20'

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Bradley S. Seaman

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| Position : Director Director Since : 2013 Age : 59 Outside Public Company Directorships : CPI Card Group, Inc., Chairman Committees : Corporate Governance and Nominating Committee Chairperson and Compensation Committee Member Education : Bachelor of Science degree in Business Administration from Bowling Green State University (1982) and an MBA from the University of Dallas (1986) |
| --- |
| Professional 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

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| Position : Director Director Since : 2009 Age : 65 Outside Public Company Directorships : None (previously served as Chairman of the board of Horace Mann Educators Corporation from 2010 to 2018). Committees : Compensation Committee Chairperson and Audit Committee Member 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) |
| --- |
| Professional 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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STEEL DYNAMICS, INC. 2019 Proxy Statement 25

ZEQ.=2,SEQ=29,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=252850,FOLIO='25',FILE='DISK110:[19ZAF1.19ZAF14001]DH14001A.;13',USER='CHE106465',CD='26-MAR-2019;21:20'

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Steven A. Sonnenberg

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| Position : Director Director Since : 2018 Age : 66 Public Company Directorships : Tennant Company, Lead Independent Director Committees : Corporate Governance and Nominating Committee Member 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. |
| --- |
| Professional Background : 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
that role, and until his retirement in 2018, he also served as a senior advisor on large acquisitions and on the development of the company's highest-level customer relationships. Currently, Mr. Sonnenberg serves as a senior advisor to Emerson
and works part time in the areas of leadership development and 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.

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| Position : Co-founder and Director Director Since : 1993 Age : 63 Public Company Directorships : None 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) |
| --- |
| Professional 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, 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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STEEL DYNAMICS, INC. 2019 Proxy Statement 26

ZEQ.=3,SEQ=30,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=21846,FOLIO='26',FILE='DISK110:[19ZAF1.19ZAF14001]DH14001A.;13',USER='CHE106465',CD='26-MAR-2019;21:20'

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Other 2018 Named Executive Officers

Theresa E. Wagler (48) is our Executive Vice President and Chief Financial Officer 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. She is responsible for and oversees accounting, risk management, taxation, treasury, and information technology functions, as well as, financial planning and analysis, investor relations, human resources and safety, and corporate communications. Prior to joining Steel Dynamics, Ms. Wagler served as Assistant Corporate Controller for Fort Wayne National Bank and as 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 and audit committee chair for Trine University.

Russell B. Rinn (61) is our Executive Vice President for Metals Recycling since July 2011. Mr. Rinn is responsible for OmniSource's ferrous and nonferrous metals recycling operations in the eastern half of the United States, as well as sourcing, marketing, trading, and logistics activities spanning the nation. 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 of Commercial Metals Company (CMC), a Texas-based mini-mill steel company. He has more than 30 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 (53) is our Senior Vice President, Special Projects, effective February 1, 2019. In this new position, Mr. Pushis is responsible for the successful design and construction of the company's planned new flat roll steel mill developed to serve the Southwestern U.S. and Mexico. He has extensive experience in this capacity and has been instrumental in numerous construction projects for Steel Dynamics since its foundation. Since 2016, Mr. Pushis served as Senior Vice President, Long Products Steel Group responsible for the company's four long product steel mills. Prior to that, Mr. Pushis served as a Vice President overseeing the company's Butler Flat Roll Division and six flat roll coating facilities. He has been with Steel Dynamics since 1994, holding various operational and leadership roles, and he was part of the team that constructed the company's first steel mill in 1994- Butler Flat Roll Steel Mill. He held various leadership positions within the company's steel group, including the positions of General Manager for the Engineered Bar Products Division from 2003 to 2007 and more recently, the Butler Flat Roll Division from 2007 to 2014. Mr. Pushis earned a bachelor's degree in mechanical engineering from Purdue University and his MBA from Indiana University.

Barry T. Schneider (50) is our Senior Vice President, Flat Roll Steel Group since March 2016. Since 2014, Mr. Schneider served as a Vice President overseeing the company's Engineered Bar Products and Roanoke Bar steel divisions. Mr. Schneider is responsible for the company's two flat roll steel mills and numerous flat roll coating lines, including the recently acquired Heartland Flat Roll Division, which together have approximately 8.4 million tons of annual capacity, producing hot roll, cold roll and coated steel products, including a wide variety of specialty products, such as light gauge hot roll, galvanized and painted products. Mr. Schneider was also part of the team that constructed the company's first steel mill in 1994, serving in several engineering and operational roles in the melt shop during the company's first five years of operations. He was the manager of the Butler Flat Roll Division's hot strip mill and later the cold rolling and coating facilities from 2000 to 2007. Mr. Schneider then held the position of General Manager for the Engineered Bar Products Division from 2007 to 2014. Mr. Schneider earned a bachelor's degree in mechanical engineering and a Master of Science in engineering management from Rose-Hulman Institute of Technology.

STEEL DYNAMICS, INC. 2019 Proxy Statement 27

ZEQ.=4,SEQ=31,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=713304,FOLIO='27',FILE='DISK110:[19ZAF1.19ZAF14001]DH14001A.;13',USER='CHE106465',CD='26-MAR-2019;21:20' THIS IS THE END OF A COMPOSITION COMPONENT

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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 2018. 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 Chief Executive Officer, received no compensation for his service as a member of the Board and, consequently, is not included in this table. The compensation received by Mr. Millett as a current employee of the Company is presented in the 2018 Summary Compensation Table.

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For 2018, the standard cash compensation retainer for the non-employee members of the Board, as well as any additional cash received for respective committee participation, were as follows:

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Non-employee Director	100,000	Committee Chair —		Committee Member —
Lead Independent Director	140,000
Non-Executive Chairman of the Board	250,000
Audit Committee		$	25,000	$	12,000
Compensation Committee			20,000		7,500
Corporate Governance and Nominating Committee			15,000		7,500

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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 31 st of the calendar year preceding the year for which the deferral election is made. The director is required 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.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Equity Compensation

Non-employee members of the Board also receive an annual equity award, in the form of DSUs. In 2018, these director DSU awards each had a grant date fair value of $130,001. The grant is made annually, as of June 1, and the number of DSUs is determined by a formula, set forth in Section 7.6(g) of the Company's 2015 Equity Incentive Plan, under which the equity portion of the annual Board service retainer, which was $130,000 for 2018, 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, for an aggregate of $500,000. 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 satisfies, or will satisfy this requirement, on a timely basis.

STEEL DYNAMICS, INC. 2019 Proxy Statement 28

ZEQ.=1,SEQ=32,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=102905,FOLIO='28',FILE='DISK110:[19ZAF1.19ZAF14001]DI14001A.;5',USER='CHE106465',CD='26-MAR-2019;21:21'

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Name (a) — Sheree L. Bargabos	$ 28,000	$ 97,518	$125,518
Keith E. Busse	235,000	130,001	365,001
Frank D. Byrne, M.D.	114,500	130,001	244,501
Kenneth W. Cornew	110,000	130,001	240,001
Traci M. Dolan	127,500	130,001	257,501
Dr. Jürgen Kolb	114,500	130,001	244,501
James C. Marcuccilli	162,000	130,001	292,001
Bradley S. Seaman	117,500	130,001	247,501
Gabriel L. Shaheen	127,000	130,001	257,001
Steven A. Sonnenberg	26,875	97,518	124,393
Richard P. Teets, Jr. (1)	95,000	130,001	225,001

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(1)	Mr. Teets received a DSU award for 2,146 shares of the Company's common stock with a grant date fair value of $95,000 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 Company's 2015 Equity Incentive
Plan ("2015 Plan"). The DSU awards with an award value of $130,001 were each for 2,630 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,
2018. Additionally, Ms. Bargabos and Mr. Sonnenberg each received a DSU award with an award value of $97,518 for 2,421 shares of the Company's common stock, representing a pro rata portion of the full-year award, on the basis of the Nasdaq
closing market price for the Company's common stock on the last business day prior to November 14, 2018. Each 2018 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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STEEL DYNAMICS, INC. 2019 Proxy Statement 29

ZEQ.=2,SEQ=33,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=45368,FOLIO='29',FILE='DISK110:[19ZAF1.19ZAF14001]DI14001A.;5',USER='CHE106465',CD='26-MAR-2019;21:21' THIS IS THE END OF A COMPOSITION COMPONENT

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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 18, 2019. For purposes of the following table, beneficial ownership is determined in accordance with Exchange Act Rule 13d-3.

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Named Executive Officers
Mark D. Millett	3,331,347	208,087	3,539,434	1.6%
Theresa E. Wagler	364,346	51,012	415,358	0.2%
Russell B. Rinn	220,459	43,176	263,635	0.1%
Glenn A. Pushis	87,458	17,506	104,964	0.0%
Barry T. Schneider	81,943	17,506	99,449	0.0%
Directors
Sheree L. Bargabos	2,435		2,435	0.0%
Keith E. Busse (1)	1,007,668		1,007,668	0.5%
Frank D. Byrne, M.D.	69,697		69,697	0.0%
Kenneth W. Cornew	11,223		11,223	0.0%
Traci M. Dolan	35,456		35,456	0.0%
Dr. Jürgen Kolb	36,514		36,514	0.0%
James C. Marcuccilli	71,427		71,427	0.0%
Bradley S. Seaman	25,241		25,241	0.0%
Gabriel L. Shaheen (2)	56,305		56,305	0.0%
Steven A. Sonnenberg	2,435		2,435	0.0%
Richard P. Teets, Jr. (3)	5,117,646		5,117,646	2.3%
Directors and Executive Officers as a Group (18 persons)	10,556,918	354,793	10,911,711	4.9%

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Represents currently exercisable options and options exercisable within 60 days. * Assumes exercise of all stock options currently exercisable or exercisable within 60 days covering 354,793 shares with a corresponding increase in the number of outstanding shares from 222,931,285 on the record date to 223,286,078. (1) Mr. Busse's ownership includes 5,000 shares held by a custodian for his minor grandchild. Mr. Busse's ownership includes 249,000 shares representing 25% of his total shares held, which are pledged as collateral to secure a loan. (2) Mr. Shaheen's ownership includes 3,000 shares held in his retirement plan. (3) Mr. Teets' ownership includes 94,089 shares of the Company's common stock owned by Mr. Teets' spouse.

STEEL DYNAMICS, INC. 2019 Proxy Statement 30

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Security Ownership of Certain Beneficial Owners

At December 31, 2018, based upon filings with the SEC, and based upon a total of 225,272,174 shares issued and outstanding at that time, the following persons owned more than 5% of the Company's common stock.

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Name and Address — BlackRock Inc. (1) 55 East 52 nd Street New York, NY 10055	23,894,257	10.6%
The Vanguard Group (2) 100 Vanguard Blvd. Malvern, PA 19355	21,605,144	9.6%

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(1) Share amounts are based on a Schedule 13G/A filed with the SEC on January 31, 2019, reporting beneficial ownership as of December 31, 2018, which indicates that BlackRock, Inc. has sole voting power of 21,904,434 of the shares shown and sole dispositive power of 23,894,257 of the shares shown. (2) Share amounts are based on a Schedule 13G/A filed with the SEC on February 11, 2019, reporting beneficial ownership as of December 31, 2018, which indicates that The Vanguard Group has sole voting power of 160,183 of the shares shown, shared voting power of 73,187 of the shares shown, sole dispositive power of 21,377,467 of the shares shown and shared dispositive power of 227,677 of the shares shown.

STEEL DYNAMICS, INC. 2019 Proxy Statement 31

ZEQ.=2,SEQ=35,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=906369,FOLIO='31',FILE='DISK110:[19ZAF1.19ZAF14001]DK14001A.;7',USER='CHE106465',CD='26-MAR-2019;21:21' THIS IS THE END OF A COMPOSITION COMPONENT

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Proposal No. 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 2019. Although not legally required, but in accordance with established policy, we are submitting this appointment to stockholders 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 2020.

Ernst & Young conducted our annual audit for 2018, and representatives of Ernst & Young will be present and will be available at the meeting to respond to questions from stockholders, 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 2019.

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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, 2017 and 2018.

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Audit Fees	2017 — $ 2,250,000	2018 — $ 2,585,000
Audit Related Fees
Tax Fees	39,000	56,000
All Other Fees

	$ 2,289,000	$ 2,641,000

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

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. Our Non-Audit Services Pre-Approval Policy covers all services to be performed by our independent auditors. 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, not covered by or exceeding the pre-approved levels or amounts, must be specifically approved in advance of service.

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

STEEL DYNAMICS, INC. 2019 Proxy Statement 32

ZEQ.=1,SEQ=36,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=592862,FOLIO='32',FILE='DISK110:[19ZAF1.19ZAF14001]DM14001A.;6',USER='CHE106465',CD='26-MAR-2019;21:21'

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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 that is available on our Company's website at www.steeldynamics.com under "Investors Corporate Governance." The Audit Committee is comprised of five non-employee independent directors, each of whom met the definition of "audit committee financial expert."

The Audit Committee is responsible for overseeing our accounting and financial reporting processes and audits of our financial statements, and is directly responsible for the appointment and oversight of our independent auditors, including review of their qualifications, independence and performance. In carrying out its oversight responsibilities, the Committee relies on the expertise and knowledge of management, the internal auditors and the independent registered public accounting firm, legal counsel, and other advisors. While the Audit Committee's specific responsibilities are also summarized in this Proxy Statement under "Governance of the Company The Audit Committee," the Audit Committee, among its other responsibilities, oversees:

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 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.

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.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Oversight and Assessment of the Independent Auditors

The Audit Committee selects and appoints our independent auditors, reviews the performance of the independent auditors in the annual audit and in assignments unrelated to the audit, and reviews and approves the

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independent auditors' fees. 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, 2018, after employing its annual quality and review process described below.

In 2018, 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 for 2019, 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, 2019.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Required Disclosures and Discussions

In connection with the December 31, 2018 audited consolidated financial statements, the Audit Committee:

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 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 and 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 that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

The Audit Committee:

Traci M. Dolan, Chair Sheree L. Bargabos, Member Frank D. Byrne, M.D., Member Dr. Jürgen Kolb, Member James C. Marcuccilli, Member Gabriel L. Shaheen, Member

March 27, 2019

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ZEQ.=3,SEQ=38,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=776135,FOLIO='34',FILE='DISK110:[19ZAF1.19ZAF14001]DM14001A.;6',USER='CHE106465',CD='26-MAR-2019;21:21' THIS IS THE END OF A COMPOSITION COMPONENT

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EXECUTIVE COMPENSATION AND RELATED INFORMATION Compensation Discussion and Analysis

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 2018, our NEO's were:

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Name	Position
Mr. Millett	President and Chief Executive Officer
Ms. Wagler	Executive Vice President and Chief Financial Officer
Mr. Rinn	Executive Vice President for Metals Recycling
Mr. Pushis	Senior Vice President, Long Products Steel Group
	(Beginning February 2019, Senior Vice President, Special Projects)
Mr. Schneider	Senior Vice President, Flat Roll Steel Group

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Executive Summary

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 2018 Business Achievements

We achieved record financial and operating results during 2018. The domestic steel industry benefited from a steady improvement in underlying steel consumption, based on strength from the automotive, construction and energy sectors. Increased steel consumption, coupled with generally lower finished steel imports, created a strong market environment. Additionally, the acquisition of Heartland will further add to our product diversification and increase our value-added steel production capabilities.

We recorded numerous achievements during 2018, including the following:

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. The strength of our through-cycle cash generation, coupled with a strong credit and capital structure profile provides great opportunity for continued organic and inorganic growth. We are squarely focused on the continuation of sustainable, optimized value creation.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Results of 2018 Say-on-Pay Vote

At our 2018 Annual Meeting of Stockholders, we conducted a non-binding advisory vote on the compensation of our NEOs, commonly referred to as a "say-on-pay" vote. Our stockholders approved the compensation with 97% of the votes cast on the proposal voted in favor of our executive compensation program.

BLANK LINE TO FORCE PARA

2 2018 EBITDA is calculated as $1,256 million of net income, $364 million of income tax expense, $104 million of net interest expense, $283 million of depreciation, $28 million of amortization and $3 million of non-controlling interests.

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Consistent with the recommendation of the Board and the preference of our stockholders, 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 (2019) annual advisory say-on-pay vote, the next advisory say-on-pay vote will take place in 2020. The next say-on-frequency vote will take place in 2023.

As the Compensation Committee evaluated our executive compensation policies and practices throughout 2018, it was mindful of the strong support our stockholders expressed for our compensation philosophy and approach to "pay-for-performance" by linking the incentive compensation opportunities of our NEOs to a combination of short-term overall profitability and long-term incentives linked to a number of performance-based measures compared to our steel sector competitors. As a result, the Compensation Committee has retained the program's emphasis on both short-term annual 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 stockholders.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 2018 Executive Compensation Actions

For 2018, the Compensation Committee took the following compensation actions (each described in more detail below):

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 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, its employees and its stockholders. Fundamental to this philosophy is the recognition of the central role that teamwork, collaboration and transparency plays in the achievement of this kind of consistent superior financial and operational performance, under all market conditions, both at the executive and plant levels. This philosophy is, in fact, reflected at every level of the Company, from the employee on the plant floor to the corporate and divisional executive management team.

This philosophy drives the following compensation design principles:

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The following charts illustrate the 2018 target total direct compensation mix of our Chief Executive Officer and the average for other NEOs as approved by the Compensation Committee:

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CEO Target Compensation % of target performance based = 83% Average Other NEOs Target Compensation % of target performance based = 74%

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Pay for Performance

As previously noted, both our annual incentive compensation award opportunities and our 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 short-term or long-term interests of the Company and its stockholders.

Annual Incentive Compensation Award Opportunities

Pursuant to our 2018 Executive Incentive Compensation Plan, which we refer to as our "Annual Plan", the annual incentive compensation award opportunities for those officers identified under the Annual Plan as "corporate executive officers," including our Chief Executive Officer and our Chief Financial Officer, are based on Company-wide profitability in excess of a pre-established minimum percentage return of stockholders' equity. The annual incentive compensation award opportunities of those officers identified under the Annual Plan as "divisional executive officers," with both Company-wide and business unit responsibilities, are based in part on Company-wide profitability and in part on the profitability of the division or business units that they manage, in excess of a pre-established hurdle rate of return on assets deployed to that division or business unit. We have

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selected these measures as the primary performance measures for determining the annual incentive compensation awards under the Annual Plan because we deem them to be both objective and clearly aligned with driving long-term stockholder value creation. There is a strong relationship between our profits-oriented financial performance under the Annual Plan, as illustrated by our net income (excluding non-cash impairment charges), and our Chief Executive Officer's annual incentive compensation award under the Annual Plan, over the last five years:

CEO Annual Incentive Compensation Plan Awards

Long-Term Incentive Compensation Award Opportunities

The long-term incentive compensation award opportunities granted to the designated executive officers under our existing Long-Term Incentive Compensation Plan, which we refer to as the "LTIP," are based on Company-wide operating performance over a long-term (three-year) measurement period, measured on the basis of four financial and operating measures selected annually by the Compensation Committee (for the 2018 Awards: revenue growth, operating margin, cash flow from operations as a percentage of revenue and after-tax return on equity), compared to the same performance measures of a pre-established group of steel sector competitors. We have selected these performance measures for determining the amount of the awards earned because we 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. The relationship between the average of the Company's rankings

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(1 being the best) against the steel sector competitors on the four financial and operating measures under the LTIP and the percentage of the maximum shares earned under the LTIP, is illustrated below:

CEO Long-Term Incentive Compensation Plan Awards

Based on the Company's record performance, both in absolute terms and in comparison to the company's steel industry peers in 2018, our Chief Executive Officer received maximum payouts under our performance-based annual and long-term incentive plans, resulting in total direct compensation of $10,116,690. Even then, his compensation is only at the 25 th percentile of the chief executive officers of the companies included in our compensation peer group, based on their prior year 2017 compensation disclosure .

Administration of Executive Compensation Program

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 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 Named Executive Officers; 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, as necessary, to perform its duties and responsibilities. During 2018, the Compensation Committee held 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 to participate in portions of its meetings, but only Compensation Committee members are present during compensation-related decision-making.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 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 Named

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Executive Officers 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 base salary, as well as his self-assessment of his performance for the year under review. The Compensation Committee, however, evaluates the performance of our Chief Executive Officer based on its own assessment of his performance and inputs from all other directors, 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.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Role of Compensation Consultant

The Compensation Committee has authority to engage the services of one or more 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 2018, 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 its compensation consultant or hire additional advisors at any time. Representatives of Compensia attend meetings of the Committee, as requested, and communicate with the Committee Chairperson and with management as circumstances warrant. All decisions regarding the compensation of our executive officers, however, 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 2018, the Company engaged Pearl Meyer, a national compensation consulting firm, to assist in determining the appropriateness of our compensation peer group, analyze the compensation for our named executive officers and evaluate the compensation of our named executive officers 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.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 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-situated 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. During 2018, the Compensation Committee revisited and, after review and deliberation, decided to maintain the existing peer group comprised of the metals and industrial companies listed below. The Compensation Committee used the following compensation peer group as a reference in the course of its compensation deliberations in 2018:

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AGCO Corporation	Peer Group Companies — Fluor Corporation	Nucor Corporation
AK Steel Holding Corporation	Masco Corporation	Oshkosh Corporation
Commercial Metals Company	Navistar International Corporation	Reliance Steel & Aluminum Co.
Dover Corporation	Newmont Mining Corporation	United States Steel Corporation
Flowserve Corporation

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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. The Compensation Committee believes, however, 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, however, in making its decisions with respect to the compensation of our executive officers.

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Summary of the Executive Compensation Program Components

The following describes each component of our executive compensation program and how compensation amounts were determined for our NEOs for 2018.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Base Salary

We seek to orient compensation significantly toward substantial "at-risk" incentive compensation, consistent with the Compensation Committee's approved risk-assessment review of the Company's compensation plans. Consistent with this approach, we use base salaries to provide an essential level of compensation we believe to be 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, unique value, 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, prepared by its compensation consultant or by the Committee itself.

In February 2018, the Compensation Committee reviewed the base salaries of our executive officers, taking into consideration the factors described above as well as the recommendations of our Chief Executive Officer and, exercising its judgment and discretion, increased Mr. Millett's annual base salary by 21%, and increased the annual base salaries of the other NEOs by an average of 9%.

Base salaries paid to our NEOs for 2018 are set forth in the 2018 Summary Compensation Table following this CD&A.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 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.

In 2018, our broad group of executive officers, including but not limited to our NEOs (a group of 26 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.

The following table highlights the total opportunity, as well as each of the cash and equity components of the Annual Plan, expressed for each NEO, as the minimum and maximum bonus opportunities as a percentage of base salary:

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NEO	Total	Corporate Bonus Pool Component	Divisional ROA Bonus Pool Component	Cash Component	Restricted Stock Component
Mr. Millett	0% to 350%	0% to 350%	N/A	0% to 250%	0% to 100%
Ms. Wagler	0% to 350%	0% to 350%	N/A	0% to 250%	0% to 100%
Mr. Rinn	0% to 350%	0% to 175%	0% to 175%	0% to 250%	0% to 100%
Mr. Pushis	0% to 300%	0% to 120%	0% to 180%	0% to 200%	0% to 100%
Mr. Schneider	0% to 300%	0% to 120%	0% to 180%	0% to 200%	0% to 100%

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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 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.

Award Measures and Calculations

Corporate Bonus Pool Component

In the case of the Corporate Executive Officers and other corporate 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 Company-wide "Adjusted Net Income", defined below, in excess of a pre-determined threshold return on "Average Stockholders Equity", expressed as a percentage. For 2018, the Compensation Committee established the applicable percentage at 10%. For purposes of the Annual Plan, "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.

The Bonus Pool is determined by multiplying our "Adjusted Net Income" for the year in excess of the 10% of Average Stockholders Equity threshold by a percentage amount, which is set annually by the Compensation Committee and for 2018 was kept at 5.5%. The exclusion from the Bonus Pool of the amount of the "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. For 2018, our "Average Stockholders Equity" was $3.7 billion, 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, 2017, and for each month during 2018, and then dividing that amount by 13.

Divisional ROA Bonus Component

In the case of the Divisional Executive Officers and other operational level pool participants, their incentive compensation award opportunities are based both on a 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".

For 2018, the Compensation Committee set 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 a "Maximum ROA Target," which also varied by business unit (between 20% and 50%), 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.

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For 2018, 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 pre-tax income for the year, (ii) the amount of certain corporate expenses allocated to that entity, 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".

2018 Annual Incentive Award Earned

The Compensation Committee determined that the Bonus Pool maximum of $14.5 million was reached for 2018 requiring payments equal to 100% of each pool participant's maximum annual incentive award opportunity payable out of the Bonus Pool. With respect to the portion of pool participant's incentive compensation award opportunities based on Divisional results, the total payments were $9.3 million. In combination, $23.9 million in performance-based compensation was awarded to the 26 pool participants, of which Mr. Millett received $4.4 million and the other four NEO's received $7.0 million.

The following table summarizes the key components of the 2018 annual incentive awards earned by our NEOs:

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NEO — Mr. Millett	350%	N/A	175%	350%	100%	250%	100%
Ms. Wagler	350%	N/A	175%	350%	100%	250%	100%
Mr. Rinn	175%	170%	175%	345%	99%	250%	95%
Mr. Pushis	120%	180%	150%	300%	100%	200%	100%
Mr. Schneider	120%	180%	150%	300%	100%	200%	100%

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Further information about the annual incentive compensation awards paid to our NEOs for 2018 are set forth in the 2018 Summary Compensation Table following this CD&A.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Long-Term Incentive Compensation Plan

Consistent with our pay-for-performance compensation philosophy, the LTIP, adopted pursuant to the 2015 Equity Incentive Plan, provides long-term incentive compensation opportunities to our NEOs based on our relative financial performance compared against our steel sector competitors. During 2018, 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 peer group when determining annual LTIP awards to grant.

2018 Award Measures and Calculations

For purposes of the 2018 LTIP awards (the "2018 Awards"), the Compensation Committee established four performance measures, to be weighted equally (25% each) to be used throughout the performance periods. As previously noted, 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 AK Steel Holding Corporation, 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.

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The performance measures selected for the 2018 Awards were as follows:

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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 Equity	Total net income for the performance period divided by total quarterly average equity for the performance period

end of user-specified TAGGED TABLE

The amount of a NEO's maximum award is to be determined by the Compensation Committee, based on a multiple of his or her annual base salary as of the first day of the performance period (for example, January 1). This value is then converted into a maximum number of shares of the Company's common stock, using the closing market price at the close of business on the first day of the performance period. Generally, awards will be granted during February of each year.

In the case of the 2018 Awards, for each performance measure, the award payout with respect to that measure has a range from zero to 100% of the maximum number of shares awarded, subject to further review during the time allotted for determination for each subsequent award, based on the Company's ranking for that measure as compared to the steel sector comparator group:

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

If the Ranking is		Then the Payout is

1 st or 2 nd		100%
3 rd		60%
4 th		40%
5 th or 6 th		0%

end of user-specified TAGGED TABLE

The performance measures and comparator group were required to be established by the Compensation Committee within the first 90 days of the three-year performance period.

Any shares of the Company's common stock earned pursuant to the 2018 Awards will vest at the time the amount of the award payout is determined (approximately mid-March of the year following the completion of the three-year performance period).

2018 LTIP Awards Granted

The 2018 Awards were granted to the NEOs with a three-year performance period (2018 to 2020) with targeted multiples of annual base salary, a targeted number of shares of the Company's common stock, targeted award values, a maximum number of shares of the Company's common stock that could be earned, and maximum award values that could be earned as summarized in the following table:

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NEO	Number of Years in Performance Period	Targeted Multiple of Annual Base Salary		Target Award Value			Maximum Award Value
Mr. Millett	3 years	150%	41,797	$	1,875,000	83,594	$	3,750,000
Ms. Wagler	3 years	100%	14,379		645,000	28,757		1,290,000
Mr. Rinn	3 years	100%	12,261		550,000	24,521		1,100,000
Mr. Pushis	3 years	100%	10,589		475,000	21,177		950,000
Mr. Schneider	3 years	100%	10,589		475,000	21,177		950,000

end of user-specified TAGGED TABLE

Further information about the 2018 Awards is set forth in the 2018 Summary Compensation Table and the 2018 Grants of Plan-Based Awards Table, following this CD&A.

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LTIP Awards Earned

2016 LTIP Awards

The following chart illustrates our performance with respect to each of the applicable measures versus the steel sector competitors under the 2016 LTIP award earned for the initial three-year performance period ended December 31, 2018:

LTIP Performance Metrics

The number of shares of the Company's common stock earned with respect to the 2016 Awards that were eligible to be earned for the three-year performance period from 2016 to 2018, was determined in February 2019. As a result of the Company's performance in each of the four areas of performance measured relative to the performance of the five steel sector competitors (AK Steel Holding Corporation, Commercial Metals Company, Nucor Corporation, TimkenSteel Corporation and United States Steel Corporation), as shown in the table below, the award payout was calculated to be 100% of the maximum potential number of shares granted. This resulted in 170,609 shares of the Company's common stock being earned by Mr. Millett, 65,316 shares earned by Ms. Wagler, 57,433 shares earned by Mr. Rinn, 11,262 shares earned by Mr. Pushis and 10,558 shares earned by Mr. Schneider.

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Performance Measure	Ranking (out of 6)	Payout Percentage
Revenue Growth	1 st	100%	25%
Operating Margin	1 st	100%	25%
Cash Flow from Operations as a Percentage of Revenue	1 st	100%	25%
After-Tax Return on Equity	1 st	100%	25%
			100%

end of user-specified TAGGED TABLE

STEEL DYNAMICS, INC. 2019 Proxy Statement 45

ZEQ.=5,SEQ=49,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=231615,FOLIO='45',FILE='DISK110:[19ZAF1.19ZAF14001]DS14001A.;24',USER='CHE106465',CD='26-MAR-2019;22:10' THIS IS THE END OF A COMPOSITION COMPONENT

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2017 LTIP Awards

The number of shares of the Company's common stock earned with respect to the 2017 Awards that were eligible to be earned for the initial two-year performance period from 2017 to 2018 (the transition awards for our Senior Vice Presidents), was determined in February 2019. As a result of the Company's performance in each of the four areas of performance measured relative to the performance of the five steel sector competitors (AK Steel Holding Corporation, Commercial Metals Company, Nucor Corporation, TimkenSteel Corporation and United States Steel Corporation), as shown in the table below, the award payout was calculated to be 90% of the maximum potential number of shares granted. This resulted in 5,220 shares earned by Mr. Pushis and 5,220 shares earned by Mr. Schneider.

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Performance Measure	Ranking (out of 6)	Payout Percentage	Performance Award as a Percentage of Maximum Number of Shares (Maximum of 25% per Performance Measure)
Revenue Growth	3 rd	60%	15%
Operating Margin	1 st	100%	25%
Cash Flow from Operations as a Percentage of Revenue	1 st	100%	25%
After-Tax Return on Equity	1 st	100%	25%
			90%

end of user-specified TAGGED TABLE

Outstanding LTIP Awards

The 2017 Award with the three-year performance period (2017 to 2019) remains outstanding, with the number of shares of the Company's common stock, if any, to be earned with respect to the award to be determined in March 2020, after the end of the performance period on December 31, 2019. Shares earned, if any, with respect to the 2017 Award will vest as to one-third of the earned shares, at the time the award payout is determined, and as to the remaining two-thirds of the earned shares, in equal installments on the first and second anniversaries of the corresponding award determination date, subject to the continued employment of each NEO. The 2018 Award with the three-year performance period (2018 to 2020) remains outstanding, with the number of shares of the Company's common stock, if any, to be earned with respect to the award to be determined in March 2021, after the end of the performance period on December 31, 2020. Shares earned, if any, with respect to the 2018 Award will vest in full on the determination date in March 2021.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Other Equity Awards

SARs

During 2018, the Compensation Committee granted SAR awards to our NEOs as set forth in the table below, further aligning their long-term incentive opportunity with the long-term interests of our stockholders. The Compensation Committee considers award opportunities for the executives in comparable positions in our peer group when determining annual SARs awards to grant.

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NEO		Strike Price	Grant Date Fair Value
Mr. Millett	185,000	$ 46.79	$	2,459,584
Ms. Wagler	30,000	$ 46.79		398,852
Mr. Rinn	25,000	$ 46.79		332,376
Mr. Pushis	15,000	$ 46.79		199,426
Mr. Schneider	15,000	$ 46.79		199,426

end of user-specified TAGGED TABLE

The SARs have a ten year term and a three year graduated vesting schedule, such that, one-third of shares of the Company's common stock subject to the awards will vest (become exercisable) 12 months following the date of grant, and, thereafter, 1/24th of the remaining shares subject to the awards will vest monthly in equal installments, contingent upon each NEO's continued employment with the Company on the applicable vesting date. The exercise price of the SARs was equal to 100% of the fair market value of the shares of the Company's common stock on the grant date. When exercised, the exercise price of the SAR may be paid for by the recipient either in shares of the Company's common stock, in cash or a combination thereof, following which, the Company

STEEL DYNAMICS, INC. 2019 Proxy Statement 46

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will pay the recipient an amount at settlement only in cash, subject to mandatory tax withholdings, equal to the product of the appreciation value of the SAR multiplied by the number of exercised SARs.

Further information about these awards is set forth in the 2018 Summary Compensation Table and the 2018 Grants of Plan-Based Awards Table, following this CD&A.

RSUs

The Company, since its inception, has provided regular equity-based awards, currently in the form of an RSU award for shares of the Company's common stock, at prescribed award levels, to all full-time, non-union, U.S. employees, including our NEOs. These RSU awards are granted on November 21st of each year, using the closing market price of the Company's common stock on the last business day prior to that date. Eligible employees are granted an annual RSU award for shares of the Company's common stock, which are subject to a two-year time-based vesting requirement, which commences on the date of grant. The 2018 RSU Awards granted to our NEOs are set forth in the following table:

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NEO — Mr. Millett	2,292	87,004
Ms. Wagler	1,834	66,941
Mr. Rinn	1,834	69,619
Mr. Pushis	1,376	50,224
Mr. Schneider	1,376	50,224

end of user-specified TAGGED TABLE

Further information about these awards is set forth in the 2018 Summary Compensation Table and the 2018 Grants of Plan-Based Awards Table following this CD&A.

Other Programs and Policies

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Welfare, Health and Other Benefits; Perquisites and Other Personal Benefits

The welfare and health benefits received by our NEOs are provided on the same general terms as to all of our full-time employees. In 2018, the Company paid the premiums associated with term life insurance for Mr. Millett with a benefit amount equal to $900,000. Perquisites or other personal benefits are not a significant component of our executive compensation program.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Profit-Sharing and Retirement Savings Plan

We have established a Profit Sharing and Retirement Savings Plan for eligible employees, including our NEOs, which is a "qualified plan" for federal income tax purposes. For 2018, under the plan, we allocated to eligible plan participants $139 million which was based on 8% of our consolidated pre-tax income, excluding noncontrolling interests and other items (the "profit-sharing pool"). The profit-sharing pool is used to fund the plan, which includes a separate cash profit sharing allocation that may be paid to employees in March of the following year. For 2018, the amounts allocated to each of our NEOs, based on the profit-sharing pool and the cash profit sharing allocation was $59,993.

Additionally, we match employee contributions with a minimum match of 10% and a maximum match of 50% based on a return on asset calculation. For 2018, the amounts for our NEOs based upon the Company's average matching percentage during the year of 35% of his or her individual contributions, ranged from $5,577 to $7,516, including a matching contribution of $5,673 to our Chief Executive Officer, Mr. Millett.

STEEL DYNAMICS, INC. 2019 Proxy Statement 47

ZEQ.=2,SEQ=51,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=160855,FOLIO='47',FILE='DISK110:[19ZAF1.19ZAF14001]DU14001A.;9',USER='CHE106465',CD='26-MAR-2019;21:21'

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Post-Employment Compensation

Unrelated to Change in Control

Even though we do not have written employment agreements with our NEOs, we have operated under an informal policy that presumes an initial two calendar year term of employment, at the applicable base salary rate. Pursuant to this policy, absent an actual termination of employment or the delivery of a notice of non-renewal by the Company on or before October 1 of a given year (at which time he or she would still have 15 months remaining of his or her employment term), that individual's employment term, at his or her then-current annual base salary, would be deemed to have been extended for one additional calendar year.

Under this policy, employment is "at will" and we may terminate the employment of a NEO or give notice of non-renewal without regard to cause. If termination of employment or a notice of non-renewal occurs or is delivered prior to October 1, that individual's term of employment will extend only to the end of the calendar year following the then current year. If neither termination of employment occurs nor delivery of a notice of non-renewal occurs by October 1, that individual's term of employment will extend to the end of the second calendar year following that October 1. Depending upon when, during the calendar year, a termination of employment or notice of non-renewal occurs, if at all, our NEO may have a guaranteed remaining employment term, at his or her current annual base salary, of not less than 15 months nor more than 27 months.

Related to Change in Control

The Company adopted a "double trigger" Change in Control Protection Plan (the "CIC Plan"), applicable only to our designated NEOs, which provides for specified payments and benefits to our NEOs in the event of a change in control of the Company, accompanied by an involuntary termination of employment, without "cause" by the Company, or for "good reason" by the executive officer, within the period of six months prior to or 24 months following the change in control of the Company. For purposes of the CIC Plan, the terms "change in control," "cause," and "good reason" are defined in the plan.

The payments and benefits provided under the CIC Plan are intended to ensure that in the event of a proposed change in control of the Company, our senior executive officers remain focused upon the pending transaction. The Board believes that providing our senior executive officers with transitional compensation protection if their employment ends as a result of a change in control encourages them to act in the best interests of the Company and our stockholders by eliminating personal concerns and uncertainties he or she might otherwise have concerning his or her future employment. The Board further believes that these payments and benefits offer a fair reward for hard work and value creation, assist in retaining our senior executive officers during a time of transition, and provide incentives for them to remain with the Company during periods of uncertainty.

For a summary of the material terms and conditions of the CIC Plan, as well as an estimate of the potential payments and benefits payable to our NEOs under the CIC Plan, see "Potential Payments Upon Termination or Change in Control" below.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Compensation Recovery Policy

We have adopted a Compensation Recovery Policy that provides that in the event that the Company is required to restate its financial results, whether based upon fraud or other financial misconduct by an executive officer, or any other material misstatement, and in the further event that any bonus or incentive-based compensation is found to have been based, in whole or in part, upon the misstated financial results, the Company, after taking into account all applicable factors, is required to take such action as it deems appropriate to recoup from and require reimbursement of any bonus or incentive compensation awarded, paid or otherwise payable to the executive officer, to the extent that the amount was affected by the restatement. The recoupment must be initiated within three years following the restatement, and the amount subject to recoupment is limited to the difference between the amount of the bonus or incentive-based compensation actually awarded, paid or payable to

STEEL DYNAMICS, INC. 2019 Proxy Statement 48

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the executive officer and the amount that would have been awarded, paid or payable to the executive officer had the financial results been appropriately reported.

This policy (a) applies to any executive officer, including any NEO, covered by and eligible to receive bonus or incentive-based compensation under any Company plan or program that awards such compensation based, in whole or in part, on Company-wide, divisional or plant-level earnings results, and (b) will be deemed incorporated into and made a part of the terms and conditions of employment applicable to each covered executive officer.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Equity Ownership Policy for our Executive Officers

We maintain an equity ownership policy for our executive officers. Under this policy, they are required to own and hold shares of the Company's common stock with a fair market value as follows:

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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 times base salary

end of user-specified TAGGED TABLE

The Compensation Committee reviews compliance with the policy annually and requires that the specific ownership levels be met within five years of becoming an executive officer. As of December 31, 2018, each of our NEOs had met his or her specific ownership level.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Hedging and Pledging of Company Securities

Directors and NEOs may neither engage in any short-term trading in or short-selling of shares of the Company's common stock, nor may they purchase, sell or otherwise trade in any publicly traded or other options with respect to the Company's common stock. In addition, they are prohibited from engaging in any hedging transactions or similar monetizing activities involving shares of the Company's common stock. Our policy also prohibits the acquisition or maintenance of the Company's shares in a brokerage margin account. Subject to a limited exception, however, set forth in the Policy, including a requirement for pre-approval by the Audit Committee and subject to strict guidelines, our policy also prohibits the use of Company shares as collateral to secure a loan. The guidelines include a maximum limit on the number of pledged shares, a required demonstration of the pledgor's ability to retire the loan without the need to liquidate the pledged shares and other limitations.

Tax and Accounting Considerations

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Deductibility of Executive Compensation

The Company's federal income tax deduction for compensation paid to our chief executive officer, chief financial officer and our additional executive officers whose compensation is required to be disclosed to our stockholders under the Securities Exchange Act of 1934 (the "covered employees") are limited to $1.0 million per taxable year for each such officer, as a result of the Tax Cuts and Jobs Act of 2017 (the "Act"), subject only to a very limited exception for certain performance-based compensation granted prior to January 1, 2018 that qualifies under narrow grandfather rules under the terms of the Act. Although loss of deductibility for such excess compensation results in an increased cost to the Company, the Compensation Committee believes, and believes that our stockholders support the philosophy, that performance-based compensation best aligns our executives with long-term stockholder interests, and that such performance-based compensation should be paid, even if non-deductible. This has guided the Company's compensation system from the very inception and is predicated on the notion that employees will deliver maximum effort and achieve exemplary results when motivated by a compensation system that establishes goals and rewards outstanding performance when such goals are achieved, as measured by objective criteria.

STEEL DYNAMICS, INC. 2019 Proxy Statement 49

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Accounting for Stock-Based Compensation

We follow the Financial Accounting Standards Board's Accounting Standards Codification Topic 718 ("ASC 718") for our stock-based compensation awards. ASC 718 requires companies to calculate the grant date fair value of their stock-based awards using a variety of assumptions. This calculation is performed for accounting purposes and reported in the compensation tables below, even though recipients may never realize any value from their awards. ASC 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for his or her award.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed with management the foregoing Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and, based on such review and discussion, has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and, as incorporated by reference, in our Annual Report on Form 10-K.

The Compensation Committee:

Gabriel L. Shaheen, Chair Kenneth W. Cornew, Member Dr. Jürgen Kolb, Member James C. Marcuccilli, Member Bradley S. Seaman, Member

March 27, 2019

STEEL DYNAMICS, INC. 2019 Proxy Statement 50

ZEQ.=5,SEQ=54,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=303500,FOLIO='50',FILE='DISK110:[19ZAF1.19ZAF14001]DU14001A.;9',USER='CHE106465',CD='26-MAR-2019;21:21' THIS IS THE END OF A COMPOSITION COMPONENT

COMPENSATION TABLES

STEEL DYNAMICS, INC. 2019 Proxy Statement 51

ZEQ.=1,SEQ=55,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=989297,FOLIO='51',FILE='DISK110:[19ZAF1.19ZAF14001]DW14001A.;11',USER='CHE106465',CD='26-MAR-2019;23:14' THIS IS THE END OF A COMPOSITION COMPONENT

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2018 Summary Compensation Table

The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of our NEOs for the years ended December 31, 2018, 2017 and 2016.

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Name and Principal Position (a)	Year (b)		Salary (c)		Stock Awards(1) (e)		Option Awards(2) (f)		Non-Equity Incentive Plan Compensation(3) (g)		All Other Compensation(4) (i)		Totals(5) (j)

Mark D. Millett		2018	$	1,250,000	$	3,212,028	$	2,459,584	$	3,125,000	$	70,078	$	10,116,690
President and Chief Executive		2017	$	1,035,000		4,062,647		1,107,154		2,587,500		45,756		8,838,057
Officer		2016		1,010,000		2,609,140		383,040		2,525,000		36,002		6,563,182

Theresa E. Wagler		2018		645,000		1,356,950		398,852		1,612,500		66,022		4,079,324
Executive Vice President		2017		610,000		1,606,995		332,146		1,525,000		41,244		4,115,385
and Chief Financial Officer		2016		580,000		1,227,305		109,440		1,450,000		31,769		3,398,514

Russell B. Rinn		2018		550,000		1,140,770		332,376		1,375,000		67,943		3,466,089
Executive Vice President		2017		530,000		1,101,835		276,788		1,325,000		42,608		3,276,231
for Metals Recycling		2016		510,000		767,169		95,760		1,275,000		32,394		2,680,323

Glenn A. Pushis		2018		475,000		1,000,235		199,426		950,000		67,805		2,692,466
Senior Vice President		2017		420,000		965,332		166,073		840,000		42,922		2,434,327
Long Products Steel Group		2016		393,750		403,487				787,500		32,388		1,617,125

Barry T. Schneider		2018		475,000		1,000,235		199,426		950,000		66,003		2,690,664
Senior Vice President		2017		420,000		965,332		166,073		840,000		85,727		2,477,132
Flat Roll Steel Group		2016		363,750		379,149				727,500		31,623		1,502,022

end of user-specified TAGGED TABLE

STEEL DYNAMICS, INC. 2019 Proxy Statement 52

ZEQ.=1,SEQ=56,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=832139,FOLIO='52',FILE='DISK110:[19ZAF1.19ZAF14001]DY14001A.;12',USER='CHE106465',CD='26-MAR-2019;21:21'

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STEEL DYNAMICS, INC. 2019 Proxy Statement 53

ZEQ.=2,SEQ=57,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=531281,FOLIO='53',FILE='DISK110:[19ZAF1.19ZAF14001]DY14001A.;12',USER='CHE106465',CD='26-MAR-2019;21:21' THIS IS THE END OF A COMPOSITION COMPONENT

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2018 Grants of Plan-Based Awards Table

The following table presents, for each of our NEOs, information concerning each plan-based award of cash or equity made during 2018. This information supplements the information about these awards, set forth in the Summary Compensation Table.

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				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 ($) (c)		Target ($) (1) (d)		Maximum ($) (e)	Threshold (#) (f)	Target (#) (2) (g)	Maximum (#) (h)	All Other Stock Awards: Number of shares of stock or units (i)	All other option awards: number of securities underlying options (#) (j)		Exercise or base price of option awards ($/sh) (k)		Grant Date Fair Value of Stock Awards (l) (3)

Mark D. Millett	Annual Plan		$		$	2,187,500	$	4,375,000
	Profit Sharing					29,783
	LTIP	02/15/2018								41,797	83,594					$	1,875,000
	SARS	02/15/2018											185,000	$	46.79		2,459,584
	Annual RSU	11/21/2018										2,292					87,004

Theresa E. Wagler	Annual Plan					1,128,750		2,257,500
	Profit Sharing					29,705
	LTIP	02/15/2018								14,379	28,757						645,000
	SARS	02/15/2018											30,000	$	46.79		398,852
	Annual RSU	11/21/2018										1,834					66,941

Russell B. Rinn	Annual Plan					962,500		1,925,000
	Profit Sharing					31,626
	LTIP	02/15/2018								12,261	24,521						550,000
	SARS	02/15/2018											25,000	$	46.79		332,376
	Annual RSU	11/21/2018										1,834					69,619

Glenn A. Pushis	Annual Plan					712,500		1,425,000
	Profit Sharing					31,488
	LTIP	02/15/2018								10,589	21,177						475,000
	SARS	02/15/2018											15,000	$	46.79		199,426
	Annual RSU	11/21/2018										1,376					50,224

Barry T. Schneider	Annual Plan					712,500		1,425,000
	Profit Sharing					29,686
	LTIP	02/15/2018								10,589	21,177						475,000
	SARS	02/15/2018											15,000	$	46.79		199,426
	Annual RSU	11/21/2018										1,376					50,224

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STEEL DYNAMICS, INC. 2019 Proxy Statement 54

ZEQ.=1,SEQ=58,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=784729,FOLIO='54',FILE='DISK110:[19ZAF1.19ZAF14001]EA14001A.;18',USER='CHE106465',CD='26-MAR-2019;21:21'

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STEEL DYNAMICS, INC. 2019 Proxy Statement 55

ZEQ.=2,SEQ=59,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=346771,FOLIO='55',FILE='DISK110:[19ZAF1.19ZAF14001]EA14001A.;18',USER='CHE106465',CD='26-MAR-2019;21:21' THIS IS THE END OF A COMPOSITION COMPONENT

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2018 Outstanding Equity Awards at Fiscal Year-End Table

The following table presents, for each of our NEOs, information regarding SARs and stock awards held as of December 31, 2018. The market value of the shares of the Company's common stock reflected in the table is based upon the market price per share on the last trading day of 2018 (which was $30.04).

COMMAND=ADD_TABLEWIDTH,"150%" User-specified TAGGED TABLE


	Option Awards						Stock Awards

Name (a)	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable (1) (b)	Number of Securities Underlying Unexercised Options (#) Unexercisable (2) (c)		Option Exercise Price ($) (e)	Option Expiration Date (f)	Grant Date	Number of shares or units of stock that have not vested (#) (3) (g)		Market value of shares or units of stock that have not vested ($) (h)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) (4) (i)		Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) (j)

Mark D. Millett	02/17/16	52,899	3,101	$	18.57	02/17/26	02/20/14	32,916	$	988,797
	02/17/17	61,113	38,887		37.53	02/17/27	02/18/15	82,914		2,490,737
	02/15/18		185,000		46.79	02/15/28	02/17/16	113,739		3,416,720
							02/01/17	9,957		299,108
							02/17/17				42,875	$	1,287,965
							02/01/18	15,198		456,548
							02/15/18				41,797		1,255,582
							02/01/19	22,775		684,161

Theresa E. Wagler	02/17/16	15,124	876		18.57	02/17/26	02/20/14	17,187		516,297
	02/17/17	18,340	11,660		37.53	02/17/27	02/18/15	36,851		1,107,004
	02/15/18		30,000		46.79	02/15/28	02/17/16	43,544		1,308,062
							02/01/17	5,718		171,769
							02/17/17				16,847		506,084
							11/21/17	10,716		321,909
							02/01/18	8,958		269,098
							02/15/18				14,379		431,945
							11/21/18	1,834		55,093
							02/01/19	11,752		353,030

Russell B. Rinn	02/17/16	13,225	775		18.57	02/17/26	02/20/14	15,972		479,799
	02/17/17	15,283	9,717		37.53	02/17/27	02/18/15	32,831		986,243
	02/15/18		25,000		46.79	02/15/28	02/17/16	38,288		1,150,172
							02/01/17	1,860		55,874
							02/17/17				14,637		439,695
							02/01/18	7,374		221,515
							02/15/18				12,261		368,320
							02/01/19	9,495		285,230

Glenn A. Pushis	02/17/17	9,170	5,830		37.53	02/17/27	02/17/16	7,508		225,540
	02/15/18		15,000		46.79	02/15/28	02/01/17	2,494		74,920
							02/17/17	3,480		104,539
							02/17/17	6,960		209,078
							02/17/17				5,800		174,232
							11/21/17	1,399		42,026
							02/01/18	5,724		171,949
							02/15/18				10,589		318,094
							11/21/18	1,376		41,335
							02/01/19	8,654		259,966

Barry T. Schneider	02/17/17	9,170	5,830		37.53	02/17/27	02/17/16	7,038		211,422
	02/15/18		15,000		46.79	02/15/28	02/01/17	2,316		69,573
							02/17/17	3,480		104,539
							02/17/17	6,960		209,078
							02/17/17				5,800		174,232
							11/21/17	1,399		42,026
							02/01/18	5,724		171,949
							02/15/18				10,589		318,094
							11/21/18	1,376		41,335
							02/01/19	8,654		259,966

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(1) The amounts reported in this column reflect the number of shares of the Company's common stock exercisable under the SARs program. (2) The amounts reported in this column reflect the number of shares of the Company's common stock unexercisable under the SARs program.

STEEL DYNAMICS, INC. 2019 Proxy Statement 56

ZEQ.=1,SEQ=60,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=661868,FOLIO='56',FILE='DISK110:[19ZAF1.19ZAF14001]EC14001A.;11',USER='CHE106465',CD='26-MAR-2019;21:21'

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(3) The amounts reported in this column awarded on February 20, 2014 reflects the number of shares of restricted stock awarded for 2014 pursuant to the LTIP which half of the shares of the Company's common stock remain subject to a vesting requirement of two months. The amounts reported in this column awarded on February 18, 2015 reflects the number of shares of restricted stock awarded for 2015 pursuant to the LTIP, of which half of the shares of the Company's common stock remain subject to a vesting requirement of two months and half of the shares of the Company's common stock remain subject to a vesting requirement of one year. The amounts reported in this column awarded on February 17, 2016 reflects the number of shares of restricted stock awarded for 2016 pursuant to the LTIP, of which half of the shares of the Company's common stock remain subject to a vesting requirement of one year and half of the shares of the Company's common stock remain subject to a vesting requirement of two years. The amounts reported in this column awarded on February 1, 2017 reflect the number of shares of restricted stock awarded for 2016 pursuant to the Annual Plan of which the shares of the Company's common stock remain subject to a vesting requirement of one month. The amounts reported in this column awarded on February 17, 2017 reflects the number of shares of restricted stock awarded for 2017 pursuant to the LTIP. The amount listed first on this date reflects shares of which half of the shares of the Company's common stock remain subject to a vesting requirement of two months and half of the shares of the Company's common stock remain subject to a vesting requirement of one year. The amount listed second on this date reflects shares of which half of the shares of the Company's common stock remain subject to a vesting requirement of one year and half of the shares of the Company's common stock remain subject to a vesting requirement of two years. The amounts reported in this column awarded on November 21, 2017 reflect the number of RSU awards for 2017 pursuant to the 2015 Plan which remain subject to a one-year vesting requirement. The amounts reported in this column awarded on February 1, 2018 reflect the number of shares of restricted stock awarded for 2017 pursuant to the Annual Plan of which half of the shares of the Company's common stock remain subject to a vesting requirement of one month and half of the shares of the Company's common stock which remain subject to a vesting requirement of one year. The amounts reported in this column awarded on November 21, 2018 reflect the number of RSU awards for 2018 pursuant to the 2015 Plan which remain subject to a two-year vesting requirement. The amounts reported in this column awarded on February 1, 2019 reflect the number of shares of restricted stock awarded for 2018 pursuant to the Annual Plan of which half of the shares of the Company's common stock remain subject to a vesting requirement of one year and half of the shares of the Company's common stock which remain subject to a vesting requirement of two years. (4) The amounts reported in this column reflect the target number of shares pursuant to the LTIP for the 2017 and 2018 Awards with initial performance periods of three years.

STEEL DYNAMICS, INC. 2019 Proxy Statement 57

ZEQ.=2,SEQ=61,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=500269,FOLIO='57',FILE='DISK110:[19ZAF1.19ZAF14001]EC14001A.;11',USER='CHE106465',CD='26-MAR-2019;21:21' THIS IS THE END OF A COMPOSITION COMPONENT

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2018 Option Exercises and Stock Vested Table

The following table presents, for each of our NEOs, the number of shares of the Company's common stock and the corresponding value realized during 2018 with respect to restricted stock awards that vested, during the year. No SARs were exercised during 2018.

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	Stock Awards

Name (a)	Number of Shares Acquired on Vesting (#) (d) (1)		Value Realized on Vesting (e) (2)

Mark D. Millett	174,886	$	6,941,787
Theresa E. Wagler	62,376		2,556,060
Russell B. Rinn	52,594		2,150,181
Glenn A. Pushis	13,881		521,419
Barry T. Schneider	13,469		505,227

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(1) The amounts reported in this column represent the number of shares of the Company's common stock subject to restricted stock awards that vested during 2018. (2) The amounts reported in this column represent the number of shares of the Company's common stock subject to restricted stock awards that vested on dates during 2018 multiplied by the closing market price of the Company's common stock on the date prior to each corresponding vesting date.

2018 Pension Benefits

We did not sponsor any defined benefit pension or other actuarial plan for our NEOs during 2018.

2018 Nonqualified Deferred Compensation

We did not maintain any nonqualified defined contribution or other deferred compensation plans or arrangements for our NEOs during 2018.

Potential Payments Upon Termination or Change in Control

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Termination of Employment Unrelated to Change in Control

We operate under an informal policy that presumes an initial two calendar year term of employment for our NEOs, at that individual's then-current annual base salary. Pursuant to this policy, absent the delivery of a notice of non-renewal, by October 1 of a given year (at which time he or she would have still have 15 months remaining of his or her original employment term), that individual's term of employment, at his or her then-current annual base salary, would be deemed extended for one additional calendar year. A timely notice of non-renewal may be delivered with or without cause.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Termination of Employment Related to a Change in Control

The CIC Plan provides for specified payments and benefits to our NEOs in the event of a "Change in Control Termination" by the Company, involving a Change in Control, accompanied by an involuntary termination of employment, without "cause" by the Company, or for "good reason" by our NEO, within the period of six

STEEL DYNAMICS, INC. 2019 Proxy Statement 58

ZEQ.=1,SEQ=62,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=733289,FOLIO='58',FILE='DISK110:[19ZAF1.19ZAF14001]EE14001A.;8',USER='CHE106465',CD='26-MAR-2019;21:21'

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months prior to or 24 months following the Change in Control. For purposes of the CIC Plan, the key defined terms are as follows:

The payments and benefits that our NEOs would be eligible to receive are as follows:

STEEL DYNAMICS, INC. 2019 Proxy Statement 59

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Potential Payments Upon Termination or Change in Control Table

The following table sets forth the estimated payments and benefits that we would have been required to make if the employment of any of our NEOs were to have been terminated on December 31, 2018 under the various triggering events described above.

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Name	Benefit	Termination without Cause or for Good Reason (1)		Death (2)		Termination without Cause or for Good Reason in Connection with Change in Control

Mark D. Millett	Lump sum cash payment	$	2,500,000	$		$	8,212,500
	Accelerated vesting of unvested equity awards				10,879,617		10,879,617
	Continuation of health care benefits						30,295

Theresa E. Wagler	Lump sum cash payment		1,290,000				3,320,625
	Accelerated vesting of unvested equity awards				5,040,291		5,040,291
	Continuation of health care benefits						9,780

Russell B. Rinn	Lump sum cash payment		1,100,000				2,850,000
	Accelerated vesting of unvested equity awards				3,986,849		3,986,849
	Continuation of health care benefits						28,397

Glenn A. Pushis	Lump sum cash payment		950,000				2,055,000
	Accelerated vesting of unvested equity awards				1,621,679		1,621,679
	Continuation of health care benefits						30,295

Barry T. Schneider	Lump sum cash payment		950,000				2,055,000
	Accelerated vesting of unvested equity awards				1,602,213		1,602,213
	Continuation of health care benefits						40,223

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(1) The amounts reported in this column assume a remaining employment term of 24 months, at our NEO's then-current annual base salary. Depending upon the date of notice of non-renewal or termination, however, the actual remaining employment term could be as short as 15 or as long as 27 months. (2) Our NEOs participate in the group term life insurance program with cash benefits expected to be equal to two times his or her base salary in effect as of the termination date. A portion of the aggregate death benefits is currently self-funded by the Company.

STEEL DYNAMICS, INC. 2019 Proxy Statement 60

ZEQ.=3,SEQ=64,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=58771,FOLIO='60',FILE='DISK110:[19ZAF1.19ZAF14001]EE14001A.;8',USER='CHE106465',CD='26-MAR-2019;21:21'

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CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934, and in accordance with applicable SEC interpretive guidance, we are providing the following information about the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee, as of December 31, 2018. This ratio is our reasonable estimate, calculated in a manner consistent with the foregoing rules.

Our principal executive officer is Mr. Mark Millett, President and Chief Executive Officer. Mr. Millett had annual total compensation of $10,116,690 in 2018, as reflected in the Summary Compensation Table. Our median employee's annual total compensation in 2018 was $110,233. Therefore, we estimate that Mr. Millett's annual total compensation for 2018 was 92 times that of our median employee.

For purposes of calculating the applicable pay ratio for 2018, we have used the same median employee whom we identified for purposes of our disclosure last year, the first applicable year of the required pay-ratio disclosure. We believe that there were no material changes during 2018 in the following: our employee population, the mix between full-time and part-time employees, the limited number of employees in our foreign subsidiaries, our median employee's responsibilities, or to employees' compensation arrangements or circumstances which, individually or in the aggregate would result in a significant change for 2018 in the identification of that median employee for pay-ratio disclosure purposes. We also utilized the same rules which we apply to the calculation of total compensation of the Company's NEOs, as reflected in the Summary Compensation Table, to determine the annual total compensation of our median employee. Further, the increase in both our Chief Executive Officer's compensation and our median employee's compensation was a function of our performance-based compensation structure coupled with record financial results for 2018.

STEEL DYNAMICS, INC. 2019 Proxy Statement 61

ZEQ.=4,SEQ=65,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=881244,FOLIO='61',FILE='DISK110:[19ZAF1.19ZAF14001]EE14001A.;8',USER='CHE106465',CD='26-MAR-2019;21:21' THIS IS THE END OF A COMPOSITION COMPONENT

Proposal No. 3 Advisory Vote to Approve the Compensation of the Named Executive Officers

We are asking our stockholders to approve the compensation paid to our NEOs for 2018, as disclosed in this Proxy Statement. This vote, which is sometimes referred to as a "say-on-pay vote," is required by the federal securities laws. The vote is advisory only, and, accordingly is not binding on the Company, the Board or the Compensation Committee. Although the vote is non-binding, the Compensation Committee and the Board will nonetheless carefully consider the outcome of the vote when making future compensation decisions.

At the 2018 Annual Meeting of Stockholders, the Company's "say-on-pay" proposal with respect to our 2017 executive compensation program was approved with 97% of the votes cast in favor of the compensation of our NEOs. Accordingly, we carried our long-standing compensation philosophy and pay practices materially unchanged into 2018.

As described in the preceding CD&A, the Company continues to primarily rely upon two performance-based incentive compensation plans, the Annual Plan and the LTIP, as the centerpieces of our executive compensation program. Together, they provide a majority of the target total direct compensation opportunity for our NEOs and effectively implement our "pay-for-performance" philosophy. In 2016, we also introduced, to a lesser extent, the grants of SARs under the 2015 Plan, which, because they are linked directly to appreciation in the Company's stock price, are also, by their very nature, performance-based. Combined, these principal pay components provide a straightforward and balanced approach to identifying, assessing and rewarding executive performance.

We encourage you to read the CD&A which describes the details of our executive compensation program and the decisions made by the Compensation Committee in 2018. Our executive compensation program is designed to reward performance in a simple and effective way, encouraging our executive team to operate as a high-performing team, focusing on long term stockholder value creation.

The entire Steel Dynamics team achieved a strong performance during 2018. We achieved numerous milestones and performed at the top of our industry both operationally and financially. Most importantly, we did it safely. On many measures, 2018 was a record year. Our steel and fabrication operations achieved record annual shipments, increasing 2018 consolidated revenues to a record $11.8 billion. We expanded profit margins within our steel and metals recycling operations and achieved record annual operating income of $1.7 billion. Also, we achieved record net income of $1.3 billion and record EBITDA 3 of $2.0 billion during 2018. Finally, we generated record annual cash flow from operations of $1.4 billion during 2018.

The Board believes that our executive compensation program and compensation-related risk mitigation policies and practices effectively align our NEOs' interests with those of our stockholders in the pursuit of long-term value creation through exemplary performance.

Accordingly, the Board is requesting your approval, on an advisory basis, of the following resolution:

The Board of Directors recommends a vote FOR the approval of the compensation of the Named Executive Officers.

BLANK LINE TO FORCE PARA

3 2018 EBITDA is calculated as $1,256 million of net income, $364 million of income tax expense, $104 million of net interest expense, $283 million of depreciation, $28 million of amortization and $3 million of non-controlling interests.

STEEL DYNAMICS, INC. 2019 Proxy Statement 62

ZEQ.=1,SEQ=66,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=1012782,FOLIO='62',FILE='DISK110:[19ZAF1.19ZAF14001]EG14001A.;11',USER='CHE106465',CD='26-MAR-2019;21:21' THIS IS THE END OF A COMPOSITION COMPONENT

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Proposal No. 4 Approval of the Amended and Restated Steel Dynamics, Inc.'s 2015 Equity Incentive Plan

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Background

Our 2015 Equity Incentive Plan (the "2015 Equity Plan") was approved by stockholders in May 2015. That Plan, around which we have developed most of our company-wide equity incentive compensation programs, has provided our Compensation Committee with a comprehensive and flexible structure that has proven to be well-suited to meet the needs of our continuously growing company. In keeping with our historically consistent entrepreneurial compensation philosophy, this structure has enabled our Compensation Committee to employ a variety of largely performance-based tools, which it has utilized to translate that incentive compensation philosophy into concrete and successful incentive programs.

The Plan has worked well, and we do not seek to change it in any material respect, except that we are asking our stockholders to approve the authorization of additional shares, as described below. Accordingly, we are asking you to approve our Amended and Restated Steel Dynamics, Inc. 2015 Equity Incentive Plan (the "Plan", as hereby amended), which essentially constitutes a re-approval of our 2015 Equity Plan in its present form, but with an additional 8,000,000 fungible shares to be added to the fungible share reserve. This will enable us to administer the 2015 Equity Plan in its reconstituted and renamed form. We are not seeking to extend the term of the Plan beyond the expiration date of its original term, which will remain December 31, 2025.

By continuing to have available to the Compensation Committee the same array of equity-based incentive tools and programs it has had at its disposal, with the additional share authorization, it will be able to continue to design, implement and supervise our compensation programs, with the flexibility to adapt as conditions warrant, so as to continue to attract, motivate and retain our employees at all levels of responsibility.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" The Proposed Amended and Restated 2015 Equity Incentive Plan

The Board and Compensation Committee believe that to enhance long-term stockholder value we need to maintain both industry and peer group competitiveness in employee compensation, incentive and retention programs, and the purpose of the Plan is to continue to advance the interests of our stockholders by enhancing our ability to attract, retain and motivate persons across all parts of the Company, from the executive office to the shop floor, upon whom we rely to make important contributions to our Company. Consistent with our corporate culture of empowering and motivating all employees and aligning their interests with that of our stockholders, we provide them with both performance-based and other equity ownership opportunities, in order to instill in them the perspective of an entrepreneur with an equity stake in the well-being of the Company. We believe that such equity-based awards are key reasons why we continue to be one of the most cost effective and efficient operators in the metals industry.

Also, our Plan is also unusual among equity-based plans, both in its architecture and scope, in that, in connection with the Restricted Stock Units (RSU) provisions described in Section 7.7 of the Plan (as it was under the existing 2015 Equity Plan), we continue to provide regular company-wide, broadly based equity awards to all eligible employees, subject always to Compensation Committee and Board oversight and authority to either modify or eliminate that program. This program, if approved by stockholders, would be continued under the Amended and Restated 2015 Equity Incentive Plan.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Why We Are Seeking Stockholder Approval

We are seeking approval from stockholders to add an additional 8,000,000 fungible shares to the 3,262,073 shares still remaining available for issuance under the existing 2015 Equity Plan, for a total of 11,262,073 shares available for potential issuance of awards, if earned, under the Plan. Formal approval of this Proposal No. 4 is required because under prevailing SEC and NASDAQ rules, the adoption, extension or renewal of equity-based compensation plans, whether in whole or in part, or the request to authorize additional shares for use thereunder, require stockholder approval.

STEEL DYNAMICS, INC. 2019 Proxy Statement 63

ZEQ.=1,SEQ=67,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=840771,FOLIO='63',FILE='DISK110:[19ZAF1.19ZAF14001]EI14001A.;20',USER='CHE108053',CD='27-MAR-2019;09:00'

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Summary of the 2015 Equity Incentive Plan

The following summary description of the Amended and Restated Steel Dynamics, Inc. 2015 Equity Incentive Plan is qualified in its entirety by reference to the full text of the Plan, which is attached to this Proxy Statement as Annex A.

Effective Date

The later to occur of May 16, 2019, if approved by stockholders, or such later date, if any, as such approval is secured.

Shares Available for Awards

We are asking stockholders to approve the addition of 8,000,000 new "fungible shares," which, together with 3,262,073 fungible shares still remaining available for issuance under the existing 2015 Equity Plan, through December 31, 2018, will allow 11,262,073 shares available for awards under the Plan, through its scheduled termination date of December 31, 2025.

What is the Meaning of a Fungible Share Reserve?

All award types are valued, for purposes of determining their dilutive impact on stockholders. In that regard, certain types of awards, known as "full value" awards, such as restricted and unrestricted stock awards, performance awards, deferred stock units and restricted stock units, because of their nature, are considered to be more "expensive" to stockholders, whereas certain other awards, such as stock options and stock appreciation rights, are not. Although the actual operation of the fungible share reserve is described in greater detail in Section 5 of the Plan, we believe it is appropriate and in the best interest of our stockholders, for planning purposes, to make an assumption that most of the awards will be full value awards, and, therefore, that each full value share granted will reduce the remaining unallocated share count by a ratio greater than 1:1 more specifically, by a pre-determined factor of 2.09 for each full value share. In contrast, each share involved in the grant of stock options or stock appreciation rights will diminish the remaining share count only on a share-by-share basis.

What Type of Awards Will Be Available under the Plan?

The Plan empowers the Compensation Committee to grant Stock Options, Restricted Stock Awards, Unrestricted Stock Awards, Performance Awards, Stock Appreciation Rights ("SAR") Awards, Deferred Stock Unit ("DSU") Awards, and Restricted Stock Unit ("RSU") Awards, to Participants, who may include Eligible Employees (including Eligible Executives) and Eligible Directors, individually or as part of a group, each as defined in the Plan. Each of these types of award-types, together with the various current programs adopted pursuant to the provisions applicable to one or another of those award-types, are described in greater detail below.

STEEL DYNAMICS, INC. 2019 Proxy Statement 64

ZEQ.=2,SEQ=68,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=342917,FOLIO='64',FILE='DISK110:[19ZAF1.19ZAF14001]EI14001A.;20',USER='CHE108053',CD='27-MAR-2019;09:00'

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STEEL DYNAMICS, INC. 2019 Proxy Statement 65

ZEQ.=3,SEQ=69,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=100286,FOLIO='65',FILE='DISK110:[19ZAF1.19ZAF14001]EI14001A.;20',USER='CHE108053',CD='27-MAR-2019;09:00'

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STEEL DYNAMICS, INC. 2019 Proxy Statement 66

ZEQ.=4,SEQ=70,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=842974,FOLIO='66',FILE='DISK110:[19ZAF1.19ZAF14001]EI14001A.;20',USER='CHE108053',CD='27-MAR-2019;09:00'

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STEEL DYNAMICS, INC. 2019 Proxy Statement 67

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Administration.

The 2015 Plan will be administered by the Compensation Committee of the Board of Directors, which must consist of not less than three members of the Board, each of whom meets all applicable definitions of "independence," as well as being a "non-employee director" for purposes of Exchange Act Rule 16b-3. A majority of the Committee members constitutes a quorum. The Committee has the exclusive power, authority and discretion to exercise its authority as contemplated under the Plan including:

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Amendment and Termination.

The 2015 Plan may be terminated or further amended, without stockholder approval; provided that no such amendment may be made which would increase the total number of shares covered by the Plan, extend the

STEEL DYNAMICS, INC. 2019 Proxy Statement 68

ZEQ.=6,SEQ=72,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=410620,FOLIO='68',FILE='DISK110:[19ZAF1.19ZAF14001]EI14001A.;20',USER='CHE108053',CD='27-MAR-2019;09:00'

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term of the Plan beyond the scheduled termination date, contravene any NASDAQ, SEC or other applicable governance standards, or result in any re-pricing or other reduction in the exercise prices of unexercised options or stock appreciation rights or in the cancellation of previously granted options or stock appreciation rights in exchange for new options or stock appreciation rights having a lower exercise price.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Federal Income Tax Consequences.

The federal income tax consequences to the Company and to its employees, directors or other Participants of any awards under the Plan are complex and subject to change. The following discussion is not exhaustive and (i) is only a summary of some of the rules generally applicable to awards under the Plan, based on federal income tax laws in effect on the date of this Proxy Statement, (ii) is not intended as a discussion of the income tax laws of any state, municipality or non U.S. taxing jurisdiction, or the gift, estate, excise (including many of the complex rules applicable to deferred compensation under Code § 409A), or other tax laws, (iii) is not intended to provide legal advice with respect to any Participant, and (iv) is not intended to be used, and cannot be used, for the purposes of avoiding taxpayer penalties.

Because individual circumstances may vary, we strongly advise all participants to consult with their tax advisors concerning the tax implications and treatment of awards granted under the Plan.

Although, in the case of tax years commencing prior to 2018, the deductibility of compensation in excess of $1,000,000 annually paid to the Company's chief executive officer and other named executive officers (excluding the principal financial officer) was disallowed, by virtue of the provisions of Section 162(m) of the Internal Revenue Code, the statute exempted qualifying performance-based compensation from the deduction limitation. However, Section 162(m) was amended in December 2017 by the Tax Cuts and Jobs Act to eliminate that exemption, other than payments made pursuant to certain "grandfathered" arrangements entered into prior to November 2, 2017, and also expanded the group of current and former executives who may be covered by the deduction limit.

While various programs under the Company's 2015 Equity Plan, as described herein and as in effect prior to the Plan amendment that is the subject of this Proposal No. 4, were structured and will continue to be administered in the manner intended to qualify for the performance-based compensation exemption under Section 162(m), that exemption was never the primary purpose of our performance-based programs. To the extent that, whether by virtue of the grandfather provisions (which we do not anticipate) or otherwise, we may still qualify for some exemption from the deduction limitations, we may continue to seek such qualification. However, because performance-based incentive compensation programs are fundamental to the Company's entire executive compensation philosophy, we will continue to base a significant portion of such compensation on the achievement of performance-based criteria, regardless of the availability of the deductibility exemption or any other income tax effect.

Incentive Stock Options. An incentive stock option ("ISO") is a stock option intended to meet the requirements for special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended. There will be no federal income tax consequences to the Company or the employee as a result of the grant of an incentive stock option. The option holder also will not recognize income when the incentive stock option is exercised, except that the spread between the exercise price and the fair market value of the shares at the time of exercise may be treated as an adjustment in computing alternative minimum taxable income in the year of exercise. Generally, the Company receives no deduction at the time of exercise.

In the event of a disposition of shares acquired upon exercise of an incentive stock option, the tax consequences depend upon how long the employee has held the shares. If the employee does not dispose of the shares within two years after the incentive stock option was granted, or within one year after the incentive stock option was exercised and shares were purchased, then the participant should be entitled to treat the gain or loss as a long-term capital gain or loss. The Company is not entitled to any deduction under these circumstances. If the option holder fails to satisfy either of the foregoing holding periods, then he or she must recognize ordinary income in the year of disposition (referred to as a "disqualifying disposition"). The amount of such ordinary income generally is determined under the rules applicable to non-statutory options based on the spread between

STEEL DYNAMICS, INC. 2019 Proxy Statement 69

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the shares' basis and the sales price at the date of exercise. The Company, in the year of the disqualifying disposition, is entitled to a deduction equal to the amount of ordinary income recognized by the option holder.

Non-statutory Options and Stock Appreciation Rights. Under current federal income tax law, the grant of a non-statutory stock option ("NQSO") or a stock appreciation right will have no federal income tax consequences to the Company or the option holder, so long as the exercise price is at least equal to the fair market value of the underlying stock on the grant date. Generally, upon exercise of a non-statutory stock option or a stock appreciation right, the spread, or the excess of the fair market value of the stock at the date of exercise over the option or target price, would be taxable to the Participant as ordinary income. All such amounts taxable to a Participant would generally be deductible by the Company as compensation expense. A Participant will recognize gain or loss on the subsequent sale of shares acquired upon exercise of a non-statutory stock option or a stock appreciation right in an amount equal to the difference between the amount realized and the tax basis of such shares. Such gain or loss will be long-term or short-term capital gain or loss, depending upon whether the shares have been held for more than one year. The taxable income resulting from the exercise of a non-statutory stock option or a stock appreciation right will constitute wages subject to withholding.

Deferred Stock Units. Because a DSU only represents an unsecured and unfunded promise by the Company to issue a share of common stock to the holder upon expiration of the specified deferral period, the value of a share of stock underlying each DSU should normally be included in the Participant's taxable income only in the year in which the deferral period has expired, the DSU is paid or "settled" and the underlying stock is delivered. At such time, that is, upon settlement of the DSU, the fair market value of the delivered stock would be included as ordinary income. Any appreciation in the value of shares held thereafter, until disposition, would be entitled to capital gain taxation as either long-term or short-term, depending upon the holding period.

Restricted Stock Units. Grantees of a restricted stock unit generally do not recognize income at the time of grant. When the award vests or is paid, grantees generally will recognize ordinary income in an amount equal to the fair market value of the delivered stock, if settled in stock, or equal to the cash received if settled in cash. The Company, in turn, will receive a corresponding deduction.

Compliance With Section 409A Of The Internal Revenue Code. Code Section 409A imposes requirements on "nonqualified deferred compensation" plans. The requirements include the timing of elections to defer, the timing of distributions and prohibitions on the acceleration of distributions. Failure to satisfy these requirements may result in the immediate taxation of the arrangement, the imposition of an additional 20% income tax on the participant and the possible imposition of interest and penalties on the unpaid tax. Regulations generally provide that the type of equity incentives provided under the Plan will not be considered nonqualified deferred compensation. However, some awards could be covered by Section 409A of the Code, and the Company makes no representations or warranties to that effect.

The affirmative vote of the holders of a majority of our shares of common stock represented at the meeting and entitled to vote on this matter will be necessary for approval of the Amended and Restated Steel Dynamics, Inc. 2015 Equity Incentive Plan.

The Board of Directors Recommends a Vote "FOR" Approval of the Amended and Restated Steel Dynamics, Inc.'s 2015 Equity Incentive Plan.

STEEL DYNAMICS, INC. 2019 Proxy Statement 70

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Equity Compensation Plan Information

Our stockholders approved the Steel Dynamics, Inc. 2015 Equity Incentive Plan at our annual meeting of stockholders held May 21, 2015 (2015 Plan). Our stockholders approved the Amended and Restated Steel Dynamics, Inc. 2006 Equity Incentive Plan at our annual meeting of stockholders held May 17, 2012 (2006 Plan). Our stockholders approved the Steel Dynamics, Inc. 2018 Equity Incentive Compensation Plan at our annual meeting of stockholders held May 17, 2018 (2018 Plan). Our stockholders approved the Steel Dynamics, Inc. 2013 Equity Incentive Compensation Plan (2013 Plan) at our annual meeting of stockholders held May 16, 2013. The following table summarizes information about our equity compensation plans at December 31, 2018, all of which have been approved by stockholders. We do not have any equity compensation plans that have not been approved by stockholders.

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Plan Category — Equity compensation plans approved by security holders:
2015 Plan and predecessor 2006 Plan (1)	2,158,176		3,262,073
2018 Plan and predecessor 2013 Plan	274,617		1,842,571
Equity compensation plans not approved by security holders	N/A	N/A	N/A

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(1) Includes 1,348,300 RSUs, 227,413 DSUs, and 582,463 LTIP awards issuable upon expiration of the vesting or deferral periods, which have no exercise price.

STEEL DYNAMICS, INC. 2019 Proxy Statement 71

ZEQ.=9,SEQ=75,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=852251,FOLIO='71',FILE='DISK110:[19ZAF1.19ZAF14001]EI14001A.;20',USER='CHE108053',CD='27-MAR-2019;09:00' THIS IS THE END OF A COMPOSITION COMPONENT

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Other Matters

We do not intend to bring any other matters before the Annual Meeting, nor are we aware of any other matters that are to be properly presented to the Annual Meeting by others. If another matter does properly come before the Annual Meeting or any adjournments thereof, then, depending upon the nature of the issue and if within the scope of their authority, it is the intention of the persons named in the Proxy to vote such Proxy in accordance with their best judgment on such matter.

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By Order of the Board of Directors
●
MARK D. MILLETT President and Chief Executive Officer

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Fort Wayne, Indiana March 27, 2019

STEEL DYNAMICS, INC. 2019 Proxy Statement 72

ZEQ.=1,SEQ=76,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=1044765,FOLIO='72',FILE='DISK110:[19ZAF1.19ZAF14001]EK14001A.;6',USER='CHE106465',CD='26-MAR-2019;22:50' THIS IS THE END OF A COMPOSITION COMPONENT

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Annex A

AMENDED AND RESTATED STEEL DYNAMICS, INC. 2015 EQUITY INCENTIVE PLAN

1. Purpose of this Plan and Available Awards.

2. Definitions.

STEEL DYNAMICS, INC. 2019 Proxy Statement A-1

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STEEL DYNAMICS, INC. 2019 Proxy Statement A-2

ZEQ.=2,SEQ=78,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=601662,FOLIO='A-2',FILE='DISK110:[19ZAF1.19ZAF14001]LA14001A.;12',USER='CHE106465',CD='26-MAR-2019;21:21'

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STEEL DYNAMICS, INC. 2019 Proxy Statement A-3

ZEQ.=3,SEQ=79,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=797801,FOLIO='A-3',FILE='DISK110:[19ZAF1.19ZAF14001]LA14001A.;12',USER='CHE106465',CD='26-MAR-2019;21:21'

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STEEL DYNAMICS, INC. 2019 Proxy Statement A-4

ZEQ.=4,SEQ=80,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=267393,FOLIO='A-4',FILE='DISK110:[19ZAF1.19ZAF14001]LA14001A.;12',USER='CHE106465',CD='26-MAR-2019;21:21'

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STEEL DYNAMICS, INC. 2019 Proxy Statement A-5

ZEQ.=5,SEQ=81,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=358089,FOLIO='A-5',FILE='DISK110:[19ZAF1.19ZAF14001]LA14001A.;12',USER='CHE106465',CD='26-MAR-2019;21:21'

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STEEL DYNAMICS, INC. 2019 Proxy Statement A-6

ZEQ.=6,SEQ=82,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=815858,FOLIO='A-6',FILE='DISK110:[19ZAF1.19ZAF14001]LA14001A.;12',USER='CHE106465',CD='26-MAR-2019;21:21'

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3. Administration.

STEEL DYNAMICS, INC. 2019 Proxy Statement A-7

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3.4 Decisions Final. All decisions made by the Committee pursuant to the provisions of this Plan shall be final and binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious.

3.5 The Committee.

3.6 Indemnification. In addition to such other rights of indemnification they may have as Directors or members of the Committee, and to the extent allowed by applicable law, the Committee and each of the Committee's consultants or advisors shall be indemnified by the Company against the reasonable expenses, including attorney's fees, actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein, to which the Committee or any of its consultants or advisors may be party by reason of any action taken or failure to act under or in connection with this Plan or any Award, and against all amounts paid by the Committee or any of its consultants or advisors in settlement thereof (provided, however, that the settlement has been approved by the Company, which approval shall not be unreasonably withheld) or paid by the Committee or any of its consultants or advisors in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee or any of its consultants or advisors did not act in good faith and in a manner which such person reasonably believed to be in the best interests of the Company, and in the case of a criminal proceeding, had no reason to believe that the conduct complained of was unlawful; provided, however, that within 60 days after the institution of any such action, suit or proceeding, the Committee or any of its consultants or advisors shall, in writing, offer the Company the opportunity, at the Company's own expense, to handle and defend such action, suit or proceeding.

4. Eligibility for Specific Awards. Awards may be granted to any Participant who is designated by the Committee to receive an Award.

5. Shares Subject to Awards; Fungible Share Reserve. The stock available for grant of Awards shall be authorized but unissued or reacquired shares of Common Stock. Subject to adjustment as provided in Section 5.3, the total number of shares that may be issued pursuant to Awards is set forth in Section 1.3 and shall be held hereunder as a "fungible share reserve," subject to the provision in the following sentence. The number of

STEEL DYNAMICS, INC. 2019 Proxy Statement A-8

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authorized shares of Common Stock available for issuance pursuant to Awards will be reduced by (a) 2.09 shares, and not on a 1:1 ratio, for each share of Common Stock subject to any Award, other than an Award in the nature of an Option or a Stock Appreciation Right, and (b) 1.00 share for each share of Common Stock subject to an Award in the nature of an Option or Stock Appreciation Right. Notwithstanding the foregoing, Awards that by their terms do not permit settlement in shares of Common Stock will not reduce the number of shares of Common Stock available for issuance pursuant to Awards. Nor will any shares issued by the Company through the assumption or substitution of outstanding awards of an acquired company, unless required by law or regulation, reduce the number of shares of Common Stock available for Awards. Fractional shares of Common Stock may not be issued under the terms of any Award, but the Committee may direct that cash be paid in lieu of fractional shares or may round off fractional shares, in its discretion.

5.1 Individual Share Limitation. Subject to the provisions of Section 10.2 below, (a) the maximum number of shares with respect to which any Awards may be granted to any Eligible Employee in any one fiscal year shall be 500,000 shares and (b) the maximum number of shares with respect to which any Awards may be granted to any Director in any one fiscal year shall be 10,000 shares.

5.2 Reversion of Shares to Share Reserve. If any Award shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full or being fully vested, then the number of shares of Common Stock counted against the number of shares available for issuance under this Plan with respect to such Award, to the extent of such expiration or other termination, shall again be available for issuance under this Plan. If shares of Common Stock issued pursuant to Awards are reacquired by the Company pursuant to the terms of any forfeiture provision, including the Right of Repurchase of unvested Common Stock under Section 7.4, then the number of shares of Common Stock counted against the number of shares available for issuance under this Plan with respect to such Award, to the extent of such forfeiture, shall again be available for issuance under this Plan. Notwithstanding the foregoing, shares of Common Stock subject to an Award may not again be available for issuance under this Plan if such shares are: (a) shares that were subject to a stock-settled Stock Appreciation Right and were not issued upon the net settlement or net exercise of such Stock Appreciation Right, (b) shares used to pay the exercise price of an Option, (c) shares delivered to or withheld by the Company to pay the withholding taxes related to an Award in accordance with Section 10.4, or (d) shares repurchased on the open market with the proceeds of an Option exercise.

5.3 Recapitalization or Reorganization of Company. Except as otherwise provided herein, appropriate and proportionate adjustments shall be made in the number and class of shares subject to outstanding Awards and the number of shares available for issuance pursuant to Awards, and the exercise price of an outstanding Award, if any, in the event of a stock dividend (but only on Common Stock), stock split, reverse stock split, recapitalization, reorganization, merger, consolidation, separation or like change in the capital structure of the Company.

6. Options: Terms and Conditions. The Committee may from time to time grant Options hereunder, either Incentive Stock Options or Nonstatutory Stock Options, as it may deem advisable; provided, however, that options granted to an Eligible Director may only be Nonstatutory Stock Options. Options shall be evidenced by an Award Agreement, in such form and containing such provisions which are consistent with this Plan as the Committee shall from time to time approve. Each Award Agreement shall specify whether the Option granted thereby is an Incentive Stock Option or a Nonstatutory Stock Option. All Options shall be settled in shares of Common Stock (with or without restrictions as to substantial risk of forfeiture and transferability, as set forth in the Award Agreement).

No Option may be purchased, canceled, terminated or otherwise reacquired by the Company in exchange for cash, nor may any option be re-priced, nor may the exercise price of any unexercised or unsettled options be reduced or exchanged for another option with an exercise price that is less than the original exercise price of the outstanding option, nor at a time when the Fair Market Value of the Common Stock subject to such Option

STEEL DYNAMICS, INC. 2019 Proxy Statement A-9

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exceeds the exercise price thereof. Each Award Agreement may incorporate all or any of the terms hereof by reference and shall comply with and be subject to the following terms and conditions:

6.1 Number of Shares Subject to Option. Each Award Agreement shall specify the number of shares subject to the Option.

6.2 Option Price. The purchase price for the shares subject to any Option shall not be less than 100% of the Fair Market Value of the shares of Common Stock on the day immediately preceding the Date of Grant.

6.3 Ten Percent Stockholders. A Ten Percent Stockholder, if any, shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least 110% of the Fair Market Value of the Common Stock on the day immediately preceding the Date of Grant, and the Option is not exercisable after the expiration of five years from the Date of Grant.

6.4 Medium and Time of Payment. The purchase price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (a) in cash or by certified or bank check at the time the Option is exercised, or (b) in the discretion of the Committee, and upon such advance notice to the Committee, and subject to such terms and conditions as the Committee may specify, the exercise price may be permitted to be paid in such of the following manners as it shall approve: (i) by delivery to the Company of other Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the exercise price (or portion thereof) due for the number of shares being acquired, (ii) by the withholding of whole shares of Common Stock which would otherwise be delivered, having an aggregate Fair Market Value on the date of delivery equal to the exercise price and any tax withholding obligation ("Net Exercise"), (iii) in cash by a broker-dealer, with a program acceptable to the Company, to whom the option holder has submitted an irrevocable notice of exercise and, if permitted, an order to sell some or all of the underlying Shares (a "Cashless Exercise"); (iv) by a combination of any of such methods, or (v) in such other manner as the Committee, in its discretion, either at the time of grant or thereafter, may provide. In the case of alternatives (i), (ii), (iv) and (v), the Committee shall take all necessary steps to insure compliance with the withholding obligations set forth in Section 10.4.

Unless otherwise specifically provided in the Option, the purchase price of Common Stock acquired pursuant to an Option that is paid by delivery to the Company of other Common Stock acquired, directly or indirectly from the Company, shall be paid only by shares of Common Stock that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, a Cashless Exercise or a Net Exercise or other transaction by a Director or Executive Officer that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Company, or an Affiliate in violation of section 402(a) of the Sarbanes-Oxley Act (codified as Section 13(k) of the Exchange Act) is prohibited.

Payment of the exercise price by a Participant who is an officer, director or other "insider" subject to Section 16(b) of the Exchange Act, through a Net Exercise transaction, is subject to pre-approval by the Committee, in the exercise of its sole discretion, which pre-approval shall be documented in a manner that complies with the specificity requirements of Exchange Act Rule 16b-3, including the name of the Participant involved in the transaction, the nature of the transaction, the number of shares to be acquired or disposed of by the Participant and the material terms of the Options involved in the transaction.

6.5 Term of Option. No Option granted to an Eligible Employee, Eligible Executive or Eligible Director shall be exercisable after the expiration of the earliest of (a) five years after the date the Option is granted, (b) ninety days after the date the Optionholder's Continuous Service with the Company and its Affiliates terminates, if such termination is for any reason other than Disability, death or Cause, (c) the date the Optionholder's Continuous Service with the Company and its Affiliates terminates, if such termination is for Cause, as finally determined by the Committee, or (d) the earlier of one hundred eighty days after the date the Optionholder's Continuous Service with the Company and its Affiliates terminates, if such termination is a result of death or Disability, or the expiration of the stated term of the Option if death results within not more than

STEEL DYNAMICS, INC. 2019 Proxy Statement A-10

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ninety days of the date on which the Optionholder's Continuous Service terminates; provided, however, that the Award Agreement for any Option may provide for shorter periods in any of the foregoing instances.

6.6 Exercise of Option. No Option shall be exercisable during the lifetime of an Optionholder by any person other than the Optionholder. Any Option or unexercised portion thereof granted to the Optionholder, to the extent exercisable by him or her on the date of his or her death, may be exercised by the Optionholder's designated beneficiary, personal representatives, heirs, or legatees.

To the extent that an Optionholder has the right to exercise an Option and purchase shares pursuant thereto, the Option may be exercised from time to time by written notice to the Company, stating the number of shares being purchased and accompanied by payment in full, in any ways permitted hereunder, of the purchase price for such shares.

6.7 No Transfer of Option. No Option shall be transferable by an Optionholder otherwise than by will or the laws of descent and distribution or pursuant to the provisions of a Qualified Domestic Relations Order. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option. No right or interest of an Eligible Employee in any Option may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of such Eligible Employee to any other party other than the Company or an Affiliate.

6.8 Limit on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined on the Date of Grant) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an Optionholder during any calendar year (under all Incentive Stock Option plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be designated or otherwise treated as Nonstatutory Stock Options.

6.9 Restriction on Issuance of Shares. The issuance of Options and shares shall be subject to compliance with all of the applicable requirements of law with respect to the issuance and sale of securities.

6.10 Investment Representation. Any Optionholder may be required, as a condition of issuance of shares upon the exercise of his or her Option, to represent that the shares to be acquired pursuant to the exercise of the Option will be acquired for investment and without a view to distribution thereof, and in such case, the Company may impose an appropriate transfer restriction on the shares.

6.11 Rights as a Stockholder or Employee. An Optionholder or transferee of an Option shall have no rights as a stockholder of the Company with respect to any shares subject to any Option until the date of issuance of such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether cash, securities, or other property), distributions or other rights for which the record date is prior to the date of issuance of such shares. Nothing in this Plan or in any Award Agreement shall confer upon any Employee any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with any right of the Company or any Affiliate to terminate the Optionholder's Continuous Service at any time.

6.12 No Fractional Shares. In no event shall the Company be required to issue fractional shares upon the exercise of an Option.

6.13 Additional Requirements Under Section 409A. Each Award Agreement shall include or be deemed to include a provision whereby, notwithstanding any provision of this Plan or the Award Agreement to the contrary, the Option shall satisfy any additional conditions applicable to nonqualified deferred compensation under Section 409A of the Code, in accordance with Section 8 hereof, in the unanticipated event any Option is granted with an exercise price less than the Fair Market Value of the Common Stock subject to the Option on the Date of Grant (regardless of whether or not such exercise price is intentionally or unintentionally less than Fair Market Value, or is materially modified at a time when the Fair Market Value exceeds the exercise price), or is otherwise determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code.

STEEL DYNAMICS, INC. 2019 Proxy Statement A-11

ZEQ.=11,SEQ=87,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=563729,FOLIO='A-11',FILE='DISK110:[19ZAF1.19ZAF14001]LA14001A.;12',USER='CHE106465',CD='26-MAR-2019;21:21' THIS IS THE END OF A COMPOSITION COMPONENT

6.14 Other Provisions. Each Award Agreement may contain such other terms, provisions and conditions not inconsistent with this Plan as may be determined by the Committee. Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person if an Option designated as an Incentive Stock Option fails to qualify as such at any time, or if an Option is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and the terms of such Option do not satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A of the Code and Section 8 of this Plan.

7. Provisions of Awards Other than Options.

7.1 Restricted Stock Awards.

STEEL DYNAMICS, INC. 2019 Proxy Statement A-12

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7.2 Unrestricted Stock Awards. The Committee may from time to time award, as compensation or otherwise (or sell at a purchase price determined by the Committee) Unrestricted Stock Awards to any Participant, pursuant to which such individual may receive shares of Common Stock, free of any vesting restriction ("Unrestricted Stock"), but nonetheless subject to any applicable transfer restrictions as may be required by law. Unrestricted Stock Awards may be granted or sold as described in the preceding sentence in respect of past services or other valid consideration, or in lieu of any cash compensation due to such individual.

7.3 Performance Awards.

STEEL DYNAMICS, INC. 2019 Proxy Statement A-13

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STEEL DYNAMICS, INC. 2019 Proxy Statement A-14

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STEEL DYNAMICS, INC. 2019 Proxy Statement A-15

ZEQ.=4,SEQ=91,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=221190,FOLIO='A-15',FILE='DISK110:[19ZAF1.19ZAF14001]LC14001A.;12',USER='CHE106465',CD='26-MAR-2019;21:21'

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7.4 Right of Repurchase. Each Award Agreement may provide that, following a termination of the Participant's Continuous Service, if the Award has not been vested, the Company may repurchase the Participant's unvested Common Stock even if already acquired under this Plan (the "Right of Repurchase"). The Right of Repurchase shall be set forth in the terms and conditions applicable thereof and shall be exercisable with respect to any unvested stock at a price equal to the lesser of the purchase price at which such Common Stock was acquired under this Plan or the Fair Market Value of such Common Stock. The Award Agreement may specify the period of time following a termination of the Participant's Continuous Service during which the Right of Repurchase may be exercised, provided that such exercise may in any event be extended to a date that is at least 60 days after the six months anniversary of the date the stock was acquired from the Company.

7.5 Stock Appreciation Rights.

STEEL DYNAMICS, INC. 2019 Proxy Statement A-16

ZEQ.=5,SEQ=92,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=304387,FOLIO='A-16',FILE='DISK110:[19ZAF1.19ZAF14001]LC14001A.;12',USER='CHE106465',CD='26-MAR-2019;21:21'

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STEEL DYNAMICS, INC. 2019 Proxy Statement A-17

ZEQ.=6,SEQ=93,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=183300,FOLIO='A-17',FILE='DISK110:[19ZAF1.19ZAF14001]LC14001A.;12',USER='CHE106465',CD='26-MAR-2019;21:21'

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7.6 Deferred Stock Units (DSUs).

The Committee may grant Deferred Stock Units to Participants on the following terms and conditions (or such other terms and conditions that the Committee may establish which are consistent with this Plan and applicable law):

STEEL DYNAMICS, INC. 2019 Proxy Statement A-18

ZEQ.=7,SEQ=94,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=670555,FOLIO='A-18',FILE='DISK110:[19ZAF1.19ZAF14001]LC14001A.;12',USER='CHE106465',CD='26-MAR-2019;21:21'

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STEEL DYNAMICS, INC. 2019 Proxy Statement A-19

ZEQ.=8,SEQ=95,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=730234,FOLIO='A-19',FILE='DISK110:[19ZAF1.19ZAF14001]LC14001A.;12',USER='CHE106465',CD='26-MAR-2019;21:21'

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7.7 Restricted Stock Units (RSUs). The Committee may from time to time award as compensation or otherwise Restricted Stock Units to eligible Participants. Except as set forth in the Award Agreement, Restricted Stock Units may not be sold, assigned, transferred or otherwise disposed of, pledged or hypothecated as collateral for a loan or as security for the performance of any obligation or for any other purpose during the Restricted Period. Each Restricted Stock Unit shall be in such form and shall contain such terms, conditions and Restricted Periods, whether time based, performance based or both, as set forth in the Award Agreement.

STEEL DYNAMICS, INC. 2019 Proxy Statement A-20

ZEQ.=9,SEQ=96,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=811304,FOLIO='A-20',FILE='DISK110:[19ZAF1.19ZAF14001]LC14001A.;12',USER='CHE106465',CD='26-MAR-2019;21:21'

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COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE


Position	Annual Grant Value

Chief Executive Officer	$	87,000.00

Executive Vice President		69,600.00

Vice President		52,200.00

Category A		39,100.00

Category B		26,100.00

Category C		19,600.00

Category D		13,000.00

Category E		10,900.00

Category F		8,700.00

Category G		2,200.00

end of user-specified TAGGED TABLE

Additional Conditions Applicable to Nonqualified Deferred Compensation under Section 409A of the Code. In the event any Award is granted with an exercise price less than the Fair Market Value of the Common Stock subject to the Award on the Date of Grant (regardless of whether or not such exercise price is intentionally or unintentionally less than Fair Market Value, or such Award is materially modified and deemed a new Award at a time when the Fair Market Value exceeds the exercise price), or is otherwise determined to constitute a

STEEL DYNAMICS, INC. 2019 Proxy Statement A-21

ZEQ.=10,SEQ=97,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=392656,FOLIO='A-21',FILE='DISK110:[19ZAF1.19ZAF14001]LC14001A.;12',USER='CHE106465',CD='26-MAR-2019;21:21'

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409A Award, the following additional conditions shall apply and shall supersede any contrary provisions of this Plan or the terms of any 409A Award agreement.

8.1 Exercise and Distribution. No 409A Award shall be exercisable or distributable earlier than upon one of the following:

8.2 Term. Notwithstanding any provision herein to the contrary or the terms of any 409A Award agreement, the term of any 409A Award shall expire and such Award shall no longer be exercisable on the date that is the later of: (a) 2 1 / 2 months after the end of the Company's taxable year in which the 409A Award first becomes exercisable or distributable pursuant to Section 8 hereof and is not subject to a substantial risk of forfeiture; or (b) 2 1 / 2 months after the end of the 409A Award recipient's taxable year in which the 409A Award first becomes exercisable or distributable pursuant to Section 8 hereof and is not subject to a substantial risk of forfeiture, but not later than the earlier of (i) the expiration of 10 years from the date the 409A Award was granted, or (ii) the term specified in the 409A Award agreement.

8.3 No Acceleration. A 409A Award may not be accelerated or exercised prior to the time specified in Section 8 hereof, except in the case of one of the following events:

STEEL DYNAMICS, INC. 2019 Proxy Statement A-22

ZEQ.=11,SEQ=98,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=231937,FOLIO='A-22',FILE='DISK110:[19ZAF1.19ZAF14001]LC14001A.;12',USER='CHE106465',CD='26-MAR-2019;21:21'

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8.4 Definitions. Solely for purposes of this Section 8 and not for any other purposes of this Plan, the following terms shall be defined as set forth below:

9. Termination or Amendment of Plan. The Committee may at any time suspend, terminate or amend this Plan; provided that, without approval of the stockholders of the Company, there shall be, except by operation of the equitable adjustment provisions of Section 5.3, no increase in the total number of shares available for issuance pursuant to Awards under the Plan, no change in the class of persons eligible to receive Awards or other material modification of the requirements as to eligibility for participation in this Plan, no material increase in the benefits accruing to Participants, and no extension of the latest date upon which Awards may be granted; and provided further that, without the consent of the Participant, no amendment may adversely affect any then outstanding Award or any unexercised portion thereof.

10. General Provisions.

10.1 Other Compensation Arrangements. Nothing contained herein shall prevent the Board or the Committee from adopting other or additional compensation arrangements, subject to stockholder approval only if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

10.2 Recapitalizations. Each Award Agreement shall contain or, in lieu thereof, shall be deemed to contain provisions required to reflect the equitable adjustment provisions of Section 5.3 in the event of a corporate capital transaction. In the event of a Business Combination in which the Company is not the Surviving Entity, all limitations on the number of Shares that can be the subject of Awards to a Participant in any calendar year and the actual number of Shares and exercise price per Share subject to any outstanding Awards will be deemed adjusted in order to reflect any increase or decrease in the number of outstanding Shares. To the extent

STEEL DYNAMICS, INC. 2019 Proxy Statement A-23

ZEQ.=12,SEQ=99,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=915876,FOLIO='A-23',FILE='DISK110:[19ZAF1.19ZAF14001]LC14001A.;12',USER='CHE106465',CD='26-MAR-2019;21:21'

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of any outstanding Awards not assumed or comparably replaced by the Surviving Entity, the Participant shall have the right, subject to applicable law, to exercise the Award prior to the consummation of the Business Combination, in whole or in part, without regard to any otherwise applicable vesting or performance conditions applicable to such Award.

10.3 Disqualifying Dispositions. Any Participant who shall make a "disposition" (as defined in Section 424 of the Code) of all or any portion of shares of Common Stock acquired upon exercise of an Incentive Stock Option within two (2) years from the Date of Grant of such Incentive Stock Option or within one (1) year after the issuance of the shares of Common Stock acquired upon exercise of such Incentive Stock Option shall be required to immediately advise the Company in writing as to the occurrence of the sale and the price realized upon the sale of such shares of Common Stock.

10.4 Withholding Obligations. The Committee shall make such arrangement as it shall deem necessary to insure compliance with all federal, state or local tax withholding obligations relating to the exercise by a Participant of a Stock Option, or a Stock Appreciation Right, or acquisition by a Participant of shares of Common Stock pursuant to a Restricted Stock Award, an Unrestricted Stock Award, a Performance Award, a Deferred Stock Unit Award, or a Restricted Stock Unit Award, or under any other Award by withholding shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock under the Award, provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law. It is the intention of this provision, insofar as it pertains to a Participant who is an officer, director or other "insider" subject to Section 16(b) of the Exchange Act, to constitute the granting of a blanket approval, in advance of each such transaction, of a mandatory withholding right to satisfy the tax withholding requirements associated with any Award under this Plan, without the necessity of additional further approval in advance of each individual transaction.

11. Termination or Suspension of this Plan. Unless sooner terminated by the Board in its sole discretion, this Plan shall automatically terminate on December 31, 2025. No Award shall be granted after such date, but Awards theretofore granted may extend beyond that date.

12. Choice of Law. The law of the State of Indiana shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state's conflict of law rules.

STEEL DYNAMICS, INC. 2019 Proxy Statement A-24

ZEQ.=13,SEQ=100,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=624982,FOLIO='A-24',FILE='DISK110:[19ZAF1.19ZAF14001]LC14001A.;12',USER='CHE106465',CD='26-MAR-2019;21:21' THIS IS THE END OF A COMPOSITION COMPONENT

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. 7575 WEST JEFFERSON BLVD. FORT WAYNE, IN 46804 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All Except To withhold authority to vote for any individual nominee(s), mark For All Except and write the number(s) of the AllAll The Board of Directors recommends you vote FOR the following: nominee(s) on the line below. 0 0 0 1. Election of Directors Nominees 01 Mark D. Millett 06 Traci M. Dolan 11 Richard P. Teets, Jr. 02 Sheree L. Bargabos 07 James C. Marcuccilli 03 Keith E. Busse 08 Bradley S. Seaman 04 Frank D. Byrne, M.D. 09 Gabriel L. Shaheen 05 10 Kenneth W. Cornew Steven A. Sonnenberg The Board of Directors recommends you vote FOR proposals 2, 3 and 4. For 0 0 0 Against 0 0 0 Abstain 0 0 0 2 TO APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP AS STEEL DYNAMICS INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2019 TO HOLD AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS 3 4 TO APPROVE THE AMENDED AND RESTATED STEEL DYNAMICS, INC. 2015 EQUITY INCENTIVE PLAN NOTE: Unless otherwise directed, this proxy will be voted "FOR" the nominees listed in Proposal 1, and "For" Proposals 2, 3 and 4. 0 For address change/comments, mark here. (see reverse for instructions) Please indicate if you plan to attend this meeting Yes 0 No 0 Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000411075_1 R1.0.1.18

ZEQ.=1,SEQ=101,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=388036,FOLIO='',FILE="DISK114:[19ZAF2.19ZAF14002]2540-2-BC_ZAF14002.CHC",USER="JTAYLORA",CD='Mar 26 17:15 2019'

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Form 10-K, Annual Report is/are available at www.proxyvote.com STEEL DYNAMICS, INC. Solicited on Behalf of the Board of Directors for Steel Dynamics, Inc.'s Annual Stockholders Meeting Mark D. Millett or Theresa E. Wagler are appointed proxies, with the power of substitution, to vote all of the undersigned's shares held of record March 18, 2019, at STEEL DYNAMICS, INC.'s May 16, 2019 Annual Meeting of Stockholders at 9:00 A.M. EDT in the Grand Wayne Center, 120 West Jefferson Boulevard, Fort Wayne, Indiana (or at any adjournment thereof) on all matters set forth in Steel Dynamics, Inc.'s Year 2019 Proxy Statement, as set forth on the reverse side. PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. Please sign exactly as your name appears on the books of the Company. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. Address change/comments: (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side 0000411075_2 R1.0.1.18

ZEQ.=1,SEQ=102,EFW="2238222",CP="STEEL DYNAMICS INC",DN="1",CHK=1039895,FOLIO='',FILE="DISK114:[19ZAF2.19ZAF14002]2540-2-BC_ZAF14002.CHC",USER="JTAYLORA",CD='Mar 26 17:15 2019' TOCEXISTFLAG

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STEEL DYNAMICS INC Proxy Solicitation & Information Statement 2019

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STEEL DYNAMICS INC — Proxy Solicitation & Information Statement 2019

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STEEL DYNAMICS INC Proxy Solicitation & Information Statement 2019