CMC DEF 14A Report ended Jan. 10, 2024

Table of Contents

Cautionary Note Regarding Forward-Looking Statements; Available Information

This proxy statement includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may appear throughout this proxy statement. These forward-looking statements can generally be identified by phrases such as “expects,” “anticipates,” “believes,” “estimates,” “future,” “intends,” “may,” “plans to,” “ought,” “could,” “will,” “should,” “likely,” “appears,” “projects,” “forecasts,” “outlook” or other similar words or phrases, as well as by discussions of strategy, plans, or intentions. Our forward-looking statements are based on management’s expectations and beliefs as of the date of this proxy statement. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. We describe risks and uncertainties that could cause actual results and events to differ materially in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including, but not limited to, in Part I, Item 1A, “Risk Factors” of our annual report on Form 10-K for the fiscal year ended August 31, 2023. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

References to our website in this proxy statement are provided as a convenience, and the information on our website is not, and shall not be deemed to be a part of this proxy statement or incorporated into any other filings we make with the SEC.

To Be Held On January 10, 2024

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Commercial Metals Company (“we,” “CMC,” or the “Company”) for use at the Annual Meeting to be held on Wednesday, January 10, 2024 at 10:00 a.m., Central Standard Time, in CMC Hall at CMC’s corporate headquarters at 6565 North MacArthur Boulevard, 9th Floor, Irving, Texas 75039, and at any and all postponements or adjournments of the Annual Meeting. The approximate date on which this proxy statement and accompanying proxy card are first being made available to stockholders is November 21, 2023.

In accordance with rules and regulations adopted by the SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials to our stockholders on the Internet. You will not receive a printed copy of the proxy materials, unless you specifically request a printed copy. Instead, on or about November 21, 2023, we will mail to our stockholders a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy materials and annual report on the Internet. The Notice Regarding the Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice Regarding the Availability of Proxy Materials will also instruct you as to how you may submit your proxy on the Internet.

Shares represented by each proxy, if properly executed and returned to us prior to the Annual Meeting in accordance with the instructions in the accompanying proxy card and the Notice Regarding the Availability of Proxy Materials, will be voted as directed, but if not otherwise specified, will be voted as follows:

A stockholder executing a proxy may revoke it at any time before it is voted (or in the case of voting by telephone or Internet, prior to the close of voting) by giving written notice to the Corporate Secretary of the Company, by subsequently executing and delivering a new proxy or by voting in person at the Annual Meeting.

Stockholders of record can simplify their voting and reduce our cost by voting their shares via telephone or the Internet. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares and to confirm that their instructions have been properly recorded. If a stockholder’s shares are held in the name of a bank, broker, trust or other nominee, the availability of telephone and Internet voting will depend upon the voting processes of the bank, broker, trust or other nominee. Accordingly, stockholders should follow the voting instructions on the form they receive from their bank, broker, trust or other nominee.

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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

Stockholders who elect to vote via telephone or the Internet may incur telecommunications and Internet access charges and other costs for which they are solely responsible. Instructions for voting via telephone or the Internet are contained in the Notice Regarding the Availability of Proxy Materials you received. Only stockholders of record as of the close of business on November 13, 2023 are entitled to notice of and to attend and/or vote at the Annual Meeting or any adjournments of the Annual Meeting. A complete list of stockholders entitled to vote at the Annual Meeting will be available for examination at our principal executive office located at 6565 North MacArthur Boulevard, Suite 800, Irving, Texas 75039 for a period of 10 days prior to the Annual Meeting. The list of stockholders will also be available for inspection at the Annual Meeting and may be inspected by any stockholder for any purpose germane to the Annual Meeting. Proof of ownership of CMC common stock, as well as a form of government-issued photo identification, must be presented in order to be admitted to the Annual Meeting. If your shares are held in the name of a bank, broker, trust or other nominee, you must bring a legal proxy or other proof from that bank, broker, trust or other nominee granting you authority to vote your shares directly at the Annual Meeting.

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Commercial Metals Company    2024 Proxy Statement    3

PROXY STATEMENT SUMMARY

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PROXY STATEMENT SUMMARY

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PROXY STATEMENT SUMMARY

 

Environmental, Social and Governance Highlights

 

 

By identifying and proactively addressing environmental, social and governance (“ESG”) risks and opportunities, CMC protects and creates value for its stockholders, employees, customers and society as a whole. Our Board maintains oversight over ESG issues at the full Board level and through relevant committees. Our Vice President, Strategy, Government Affairs and Sustainability, Chief Legal Officer and Chief Human Resources and Communications Officer, along with other members of management, provide the Board with regular updates on ESG topics, including the Company’s progress toward our short-term and long-term goals. Also, as part of our ESG management framework, we established a Sustainability Leadership Council in 2020 that is composed of representatives from various operational and functional areas of the Company. The Sustainability Leadership Council is responsible for implementing our sustainability strategy, tracking our ESG progress, and educating managers and employees on sustainability initiatives and best practices. The Sustainability Leadership Council is also responsible for investigating new ESG opportunities, strategies and emerging technologies that have the potential to improve CMC’s performance.

Highlights of our fiscal year 2023 ESG accomplishments and practices are set forth below. Additional information regarding the Company’s ESG efforts can be found in our annual Sustainability Report as well as the Sustainability section of our website at www.cmc.com.

Environmental

 

82%				88%				12%
increase in electricity from renewable sources since fiscal year 2019				water recycling and reuse rate				decrease in Scope 1 and Scope 2 emissions intensity since fiscal year 2019

Ahead of Schedule

In 2020, we established goals to increase our use of renewable energy and reduce our energy consumption, Greenhouse Gas (“GHG”) emissions and water withdrawal by 2030. As of August 31, 2023, we are ahead of schedule on three of our four goals.

 

 

(1)

We remain committed to our water withdrawal goals and are evaluating effective methods to accomplish meaningful reductions in use.

 

64%				8.9M				82%
less CO2 emitted from CMC’s electric arc furnace (EAF) mills than the industry average(2)				U.S. short tons(3) of recycled metal kept out of landfills in fiscal year 2023				less energy usage than the global industry average(2)

 

(2)

Industry averages taken from the World Steel Association indicators 2020 data.

(3)

A U.S. short ton is a unit of weight equal to 2,000 pounds.

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PROXY STATEMENT SUMMARY

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PROXY STATEMENT SUMMARY

Executive Compensation Advisory Vote

We are asking stockholders to approve, on a non-binding advisory basis, our named executive officer (“NEO”) compensation as described in this proxy statement. Our Board recommends a FOR vote because it believes that our compensation policies and practices are reasonable, competitive and highly focused on pay-for-performance principles, as described in more detail in Proposal 3 on page 76.

Aligning Pay and Performance

The Compensation Committee of our Board (the “Compensation Committee”) designs compensation programs to align the actions of our NEOs with the long-term interests of our stockholders based on the fundamental philosophy to pay for performance.

Strong financial performance in fiscal year 2023 resulted in above target payouts under the performance-based stock units (“PSUs”) and Commercial Metals Company 2013 Cash Incentive Plan (“Annual Cash Incentive Plan”).

 

 

(1)

Adjusted EBITDA for Compensation Purposes (“Adjusted EBITDA (Comp)”) is a non-GAAP financial measure. Please refer to Appendix A for reconciliations and other information.

(2)

Relative Total Stockholder Return (“Relative TSR”) performance and PSU payouts are for the three-year period ended August 31, 2023.

(3)

As used in this proxy statement “Adjusted Earnings (Comp)” means adjusted earnings from continuing operations for compensation purposes. Adjusted Earnings (Comp) is a non-GAAP financial measure. Please refer to Appendix A for reconciliations and other information.

(4)

Return on Invested Capital for Compensation Purposes (“ROICC”) is a non-GAAP financial measure. Please refer to Appendix A for reconciliations and other information.

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PROXY STATEMENT SUMMARY

Elements of Target 2023 Compensation

The Compensation Committee designs compensation programs to align the actions of our NEOs with the long-term interests of our stockholders based on the fundamental philosophy to pay for performance. As illustrated below, for fiscal year 2023, approximately 87% of the targeted annual compensation for the CEO and, on average, 77% of the targeted annual compensation for our other NEOs was variable or “at risk” and tied to CMC’s performance.

 

Compensation Governance Practices

The following are highlights of CMC’s compensation governance framework, which the Compensation Committee believes reinforces our pay-for-performance philosophy:

 

 

What we do:

 

✓	Target total compensation at approximately the 50th percentile of Peer Data (as defined on page 37)

 

✓	Independent executive compensation consultant

 

✓	Double trigger vesting upon a change in control for equity awards

 

✓	Analyze risk when setting executive compensation

 

✓	Majority of NEO compensation is at risk

 

✓	Multiple performance metrics and multi-year vesting timeframes, emphasizing Adjusted Earnings (Comp), Adjusted EBITDA (Comp), ROICC and Relative TSR measures

✓	At least 50% of long-term incentive awards are in the form of PSUs

 

✓	Limited perquisites

 

✓	Double trigger for market-based severance upon a change in control

 

✓	Clawback policy for executive incentive compensation

 

✓	Robust NEO and director stock ownership and retention guidelines

 

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PROXY STATEMENT SUMMARY

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These materials were provided to you because our Board is soliciting your proxy to vote at the Annual Meeting, and at any postponements or adjournments of the Annual Meeting. This proxy statement describes the matters on which you, as a stockholder, are entitled to vote. It also provides information that is intended to assist you in making an informed vote on the proposals described in this proxy statement. Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, on or about November 21, 2023, we intend to mail a Notice Regarding the Availability of Proxy Materials to our stockholders of record and beneficial owners. The Notice Regarding the Availability of Proxy Materials will explain how you may access the proxy materials on the Internet and how you may vote your proxy. If you receive a Notice Regarding the Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting printed materials included in the Notice Regarding the Availability of Proxy Materials. Our Board encourages you to take advantage of the availability of the proxy materials on the Internet.

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INFORMATION ABOUT THE MEETING AND VOTING

Management of the Company is not aware of any matters other than those described in this proxy statement that may be presented for action at the Annual Meeting. If you vote by proxy and any other matters are properly presented at the Annual Meeting for consideration, the Proxy Holders will have discretion to vote for you on those matters.

In contrast, if you purchased your shares through a bank, broker, trust or other nominee, the bank, broker, trust or other nominee is the “stockholder of record” of those shares. Generally, when this occurs, the bank, broker, trust or other nominee automatically puts your shares into “street name,” which means that the bank,

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INFORMATION ABOUT THE MEETING AND VOTING

broker, trust or other nominee holds your shares in its name or another nominee’s name and not in your name, but keeps records showing you as the real or “beneficial owner.” If you hold shares beneficially in “street name,” this proxy statement and any accompanying documents have been forwarded to you by your bank, broker, trust or other holder of record.

Under NYSE rules, if you hold your shares through a bank, broker, trust or other nominee and your bank, broker, trust or other nominee delivers this proxy statement to you, but you do not give instructions to the bank, broker, trust or other nominee, the bank, broker, trust or other nominee will have the discretion to vote on the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2024.

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INFORMATION ABOUT THE MEETING AND VOTING

Any director who tenders a resignation pursuant to our Corporate Governance Guidelines shall not participate in either the Nominating and Corporate Governance Committee’s deliberations or recommendation or our Board’s deliberations, in each case regarding whether to accept the resignation offer or take other action. If directors who have tendered resignations constitute a majority of the directors then in office, then, with respect to each tendered resignation, all directors, other than the director who tendered the particular resignation under consideration, may participate in the deliberations and action regarding whether to accept or reject the tendered resignation or to take other action with respect thereto.

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INFORMATION ABOUT THE MEETING AND VOTING

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On the basis of filings with the SEC and other information, we believe that based on 117,009,039 shares of our common stock issued and outstanding as of the close of business on November 13, 2023, the following persons beneficially owned more than five percent (5%) of our outstanding common stock:

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to us about the beneficial ownership of our common stock as of the close of business on November 13, 2023 by each current director, our NEOs and all current directors and NEOs as a group based on 117,009,039 shares of our common stock issued and outstanding as of the close of business on November 13, 2023. We have determined beneficial ownership in accordance with the rules of the SEC. Under such rules, a person is generally deemed to beneficially own a security if such person has sole or shared voting or investment power with respect to that security, including with respect to securities that the person has the right to acquire within 60 days. Unless stated otherwise in the notes to the table, each person named below has sole authority to vote and dispose of the shares listed.

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Information about our Board and the Director Nominees

Our certificate of incorporation divides our Board into three classes. Our Board currently consists of nine directors with three directors in each class.

The term of office of our current Class II directors expires at the Annual Meeting. There are three Class II director nominees standing for election at the Annual Meeting.

The term of the Class II directors elected at the Annual Meeting ends at the 2027 annual meeting of stockholders. The term of the Class III directors ends at the 2025 annual meeting of stockholders, and the term of the Class I directors ends at the 2026 annual meeting of stockholders.

Proxies cannot be voted for the election of more than three persons to our Board at the Annual Meeting.

Each director nominee named in this proxy statement has consented to being named in this proxy statement and to serve if elected. If any director nominee is unable to serve or for good cause will not serve, the shares represented by the proxies will be voted for the person, if any, designated by our Board to replace such director nominee. However, CMC has no reason to believe that any director nominee will be unavailable. All of the director nominees, as well as the continuing directors, plan to attend the Annual Meeting.

Changes to our Board During 2023

In connection with our Board’s succession planning, and in anticipation of the retirement of J. David Smith from our Board at the 2023 annual meeting of stockholders, the Nominating and Corporate Governance Committee initiated a search process to select qualified director candidates.

In its evaluation of potential director candidates, the Nominating and Corporate Governance Committee took into account many factors, including each candidate’s: general understanding of elements relevant to the success of a large publicly traded company in the current business environment; understanding of our business, industry and markets; educational and professional background; and ethics, integrity, values, inquisitive and objective perspectives, practical wisdom, judgment and availability. The Nominating and Corporate Governance Committee evaluated potential candidates in the context of our Board as a whole, with the objective of recommending a director candidate that would be the most likely to drive the success of the business and represent the long-term interest of our stockholders.

Selected candidates were interviewed through a series of meetings with directors and executive management. A background review of the ultimate candidate was conducted by an independent professional agency specializing in the performance of such background reviews. As a result of this process, the Nominating and Corporate Governance Committee selected Robert S. Wetherbee from a slate of qualified candidates and recommended him to our Board for appointment. On February 9, 2023, our Board voted to increase the size of our Board from eight to nine directors (and to increase the size of Class I from two to three directors) and to appoint Mr. Wetherbee as a Class I director effective March 21, 2023.

Further, in accordance with the Company’s formal succession planning process and in connection with her retirement as Chief Executive Officer of the Company, Ms. Smith was appointed Executive Chairman of the Board, effective September 1, 2023.

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PROPOSAL 1 — ELECTION OF DIRECTORS

The following table sets forth information about the director nominees and the continuing directors.

Director Nominees

Class II – Term to Expire in 2027

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PROPOSAL 1 — ELECTION OF DIRECTORS

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PROPOSAL 1 — ELECTION OF DIRECTORS

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PROPOSAL 1 — ELECTION OF DIRECTORS

Class I – Term to Expire in 2026

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PROPOSAL 1 — ELECTION OF DIRECTORS

There is no family relationship between any of the directors, executive officers, or any director nominee.

Vote Required

Directors are elected by a majority of votes cast, and cumulative voting is not permitted.

Our Board recommends a vote FOR the election of the nominees for director: Vicki L. Avril-Groves, John R. McPherson and Barbara R. Smith.

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Corporate Governance Practices.    Because corporate governance practices evolve over time, our Board reviews and approves our Corporate Governance Guidelines, committee charters and other governance policies at least once a year and updates them as necessary and appropriate. Our Board is guided by our Corporate Governance Guidelines, which address director responsibilities, director access to management and independent advisors, director orientation and continuing education, director retirement and the annual performance evaluations of our Board and its committees, among other things. The Corporate Governance Guidelines also direct that the Nominating and Corporate Governance Committee consider the periodic rotation of committee members and committee chairs as a means of introducing fresh perspectives and broadening and diversifying the views and experience represented on the committees of our Board.

Director Independence.    Our Board has determined, after considering all of the relevant facts and circumstances, that Mses. Avril-Groves, Barton and Raiss and Messrs. McCullough, McPherson, Szews and Wetherbee are independent, as “independent” is defined by the NYSE listing standards, because they have no direct or indirect material relationship with us (either directly or indirectly as a partner, stockholder or officer of an organization that has a relationship with us) that would cause the independence requirements of the NYSE listing standards not to be satisfied.

Board Leadership Structure.    Our Nominating and Corporate Governance Committee, as well as our full Board when appropriate, regularly evaluate the leadership structure of our Board to determine what arrangement is most appropriate for the Company and its stockholders. Our Board believes that it is important to maintain flexibility to determine the appropriate leadership structure based on Company circumstances at the time, and that our directors are best positioned to lead this evaluation given their unique insight into our business, leadership team, culture, and opportunities.

Our Board is led by Barbara R. Smith, who became Executive Chairman of the Board on September 1, 2023, after serving as our President and CEO from September 2017 to April 2023 and our CEO from April 2023 to August 31, 2023. She has been a director of the Company since September 2017 and became Chairman of the Board in January 2018. Sarah E. Raiss has served as our Lead Director since January 2022.

We do not have a fixed policy as to whether the offices of Chairman of the Board and CEO should be vested in the same person or two different people. Prior to Ms. Smith retiring as CEO in September 2023, the Board had determined that the most effective leadership structure was having Ms. Smith serve in both roles, coupled with a Lead Director, independent chairs for our committees and regularly scheduled executive sessions of the non-employee and independent directors. In connection with the recent implementation of the CEO succession plan, our Board determined that splitting the roles of CEO and Executive Chairman of the Board is the most appropriate allocation of roles at this time. Accordingly, when Mr. Matt assumed the role of CEO on September 1, 2023, Ms. Smith assumed the role of Executive Chairman of the Board. As Executive Chairman of the Board, Ms. Smith provides ongoing guidance, mentorship and support to the CEO, assists with the leadership transition and consults on the setting and implementation of the Company’s strategy and business plan. Because Ms. Smith is not independent, our Board also retained the role of Lead Director, with Ms. Raiss continuing to serve in that role. As discussed further below, the Lead Director is responsible for providing leadership to our Board when circumstances arise in which the joint role of Chairman and CEO may be, or may be perceived to be, in conflict, or where the Chairman is otherwise not considered independent.

Our Board believes that this allocation of roles helps to maintain strong Board oversight and provides the Company and our Board with leadership stability and continuity during the leadership transition. Ms. Smith’s continued service as Executive Chairman of the Board also reflects our Board’s confidence in her leadership and vision for the Company and recognizes Ms. Smith’s accomplishments during her tenure. In addition, this structure provides Mr. Matt with the benefit of Ms. Smith’s valuable insight and guidance based on her extensive experience with the Company. Our Board also believes that maintaining the role of Lead Director promotes greater management accountability and ensures that directors have an independent contact on matters of concern to them.

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CORPORATE GOVERNANCE; BOARD AND COMMITTEE MATTERS

Lead Director.    The independent directors shall, when the Executive Chairman of the Board is also an employee of the Company or otherwise not qualified as independent, consider it appropriate to designate, by a majority of votes cast, an independent director as Lead Director. The independent members of our Board in consultation with the Nominating and Corporate Governance Committee (excluding any directors considered as potential candidates for the position of Lead Director) determined to appoint Sarah E. Raiss to serve as Lead Director for a term of up to four years effective January 12, 2022.

The responsibilities of the Lead Director include:

The Lead Director is also available to receive direct communications from stockholders, in the manner described below, and may periodically, as directed by our Board, be asked to speak for CMC or perform other responsibilities.

Board’s Role in Risk Oversight.    Our Board is responsible for overseeing our risk management processes. Management is principally responsible for defining, identifying and assessing the various risks facing CMC, formulating enterprise risk management policies and procedures and managing our risk exposures on a day-to-day basis. Our Risk Committee, comprised of the members of our executive leadership team, directs this process. Enterprise risks, including ESG risks, are identified and prioritized by the Risk Committee, and each risk is assigned by our Board to a Board committee or the full Board for oversight, depending on the nature of the risk. The Risk Committee provides an annual risk assessment, with periodic updates, as appropriate, to our Board or the applicable Board committee, and our Board or Board committee, as the case may be, assesses the risks and reviews options for risk mitigation presented by the Risk Committee, which includes determining a response strategy and monitoring progress on those strategies. Our Vice President, Strategy, Government Affairs and Sustainability, Senior Vice President, Chief Legal Officer and Corporate Secretary, and Senior Vice President, Chief Human Resources and Communications Officer, along with other members of management as appropriate, provide our Board and its committees with regular updates on ESG topics, including the Company’s progress toward our short-term and long-term goals.

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CORPORATE GOVERNANCE; BOARD AND COMMITTEE MATTERS

The following shows the allocation of risk oversight among the Board and its committees:

Full Board

ESG, strategic and other significant business risks are monitored by the full Board

As part of our risk assessment process, our Board or an applicable Board committee also receives presentations throughout the year from management regarding specific potential risks and trends as necessary. Annually, the Finance Committee of the Board (the “Finance Committee”) and the full Board review the Company’s strategic business plans, which includes an evaluation of competitive, economic and other risks that may emerge in the course of executing on the Company’s strategic objectives and plans. We believe that the practices described above facilitate effective Board oversight of our significant risks.

Information Security Risk Oversight and Management. Information security risk is a significant oversight focus area for the Audit Committee of the Board (the “Audit Committee”), as well as the entire Board. Over the course of fiscal year 2023, the Audit Committee received four separate cybersecurity briefings from our information security team, and our full Board received one cybersecurity briefing from our information security team. In the previous three years, we have not experienced any material data compromise to our information systems. We continue to secure our own manufacturing and information technology infrastructure; to train our employees throughout each year about malware, viruses, hacking, phishing, and other information security risks, including how to avoid and mitigate them; and to protect our sensitive data from failures, breaches, or cyber incidents. To protect against emerging threats, we regularly engage third-party experts to assess our cybersecurity controls and vulnerabilities and upgrade our systems and controls as appropriate. In addition to the practices above, we currently maintain a cyber liability insurance policy.

Corporate Governance Guidelines, Code of Conduct and Financial Code of Ethics. Our Board has adopted Corporate Governance Guidelines, which reflect the principles by which we operate. When appropriate, the Nominating and Corporate Governance Committee and our Board review and revise our Corporate Governance Guidelines in response to regulatory requirements and evolving leading practices for similarly situated companies. We have also adopted a Code of Conduct and Business Ethics (the “Code of Conduct”), which applies to all of our directors, officers and employees. In addition, we have adopted a separate Code of Ethics for Senior Financial Officers (the “Financial Code of Ethics”), which is applicable to our CEO, CFO and Chief Accounting Officer. We intend to post any amendments to or waivers from our Financial Code of Ethics and any amendments to or waivers from (to the extent applicable to our CEO, CFO and Chief Accounting Officer) our Code of Conduct on our website. Our Corporate Governance Guidelines, Code of Conduct, Financial Code of Ethics and other information are available at our website, www.cmc.com, by clicking on “Investors,” then “Governance and Board of Directors,” and such information is available in print to any stockholder, without charge, upon request to CMC, 6565 North MacArthur Boulevard, Suite 800, Irving, Texas 75039, Attention: Corporate Secretary, or by calling (214) 689-4300.

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CORPORATE GOVERNANCE; BOARD AND COMMITTEE MATTERS

Annual Board Evaluations. Each year, the Nominating and Corporate Governance Committee leads our Board through self-evaluations to assess whether our Board, its committees, and its members are functioning effectively and, to identify areas where improvement can be made. This process also includes an evaluation of all directors, including the Executive Chairman of the Board, Lead Director and committee chairs. As part of the evaluation process, the Nominating and Corporate Governance Committee engaged a third-party facilitator to conduct a self-evaluation interview with each Board member to enhance participation and encourage candid feedback from the directors. The facilitator compiled and anonymized the results of these interviews and presented summaries that identified common themes, issues and suggestions to the committees and our Board. Our Board and its committees reviewed and discussed the summaries during committee and Board executive sessions, and then, as appropriate, enhanced policies and practices based on the results. We believe this approach, in addition to ongoing feedback, supports our Board’s effectiveness and continuous improvement.

Management Succession Planning. Our Board plays an integral oversight role in talent development by actively engaging in the succession planning for the CEO and other key employees at CMC. Our executive leadership team, facilitated by our Senior Vice President, Chief Human Resources and Communications Officer, annually presents to our Board a review of executive and senior management, including a discussion of those employees who are considered to be potential successors to executive and senior level positions with regard to their readiness and development opportunities. In addition, our Nominating and Corporate Governance Committee annually reviews and adopts an emergency succession plan for the CEO.

Communications by Stockholders and Other Interested Parties. Stockholders and other interested parties may communicate with the Lead Director or any of the non-employee and independent directors by submitting a letter addressed to their individual attention or to the attention of non-employee directors c/o Corporate Secretary at P.O. Box 1046, Dallas, Texas 75221.

Stockholder Engagement. We understand the importance of engaging with stockholders and are committed to regularly hearing our stockholders’ perspectives. Our management team has developed a robust stockholder engagement program. Since our last annual meeting of stockholders, we engaged with stockholders on topics of importance to both the Company and stockholders. In fiscal year 2023, we participated in approximately 146 meetings with stockholders. In addition to discussing our business strategy and initiatives, as well as our results and financial performance, we provided an open forum for each stockholder to discuss other matters, such as our initiatives related to diversity, equity and inclusion; human capital management; executive compensation; Board composition, tenure and refreshment; CEO succession planning; and environmental and sustainability topics, including risks presented by climate change. Our engagement efforts and the stockholder feedback we receive are reviewed with our Board and help to promote greater alignment of our governance and executive compensation practices with stockholder interests.

Board Meetings. In fiscal year 2023, the entire Board met 13 times, six of which were regularly scheduled meetings. All director nominees and continuing directors attended ninety-seven percent (97%) or more of the meetings of our Board and of the committees on which they serve. We expect all directors and director nominees to attend the Annual Meeting. All directors attended the annual meeting of stockholders held on January 11, 2023, with the exception of Mr. Wetherbee (who joined the Board on March 21, 2023).

Executive Sessions. As required by the NYSE listing standards, non-employee and independent directors regularly schedule executive sessions of our Board and its committees in which they meet without the presence of employee directors or management. The presiding director at such executive sessions is the Lead Director. In fiscal year 2023, the non-employee directors, which included all members of our Board other than Ms. Smith and Mr. Matt (following his appointment as President effective April 9, 2023), held 12 non-employee director executive sessions in connection with Board meetings and no stand-alone meetings.

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CORPORATE GOVERNANCE; BOARD AND COMMITTEE MATTERS

Board Committees

We have four standing board committees: Audit, Compensation, Nominating and Corporate Governance and Finance, the principal responsibilities of which are described below. All committee charters can be found on our website, www.cmc.com, by clicking on “Investors,” then “Governance and Board of Directors.”

Significant Committee Functions

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CORPORATE GOVERNANCE; BOARD AND COMMITTEE MATTERS

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CORPORATE GOVERNANCE; BOARD AND COMMITTEE MATTERS

Director Nomination Process

The Nominating and Corporate Governance Committee is responsible for identifying and evaluating nominees for directors. Our Board, after considering the recommendation of the Nominating and Corporate Governance Committee, proposes a slate of director nominees to the stockholders for election to our Board. For information on how to submit a candidate for consideration, please see “2025 Annual Meeting and Stockholder Proposals” on page 79.

Director Qualifications and Skills

Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of stockholders. Director candidates must also have an inquisitive and objective perspective, practical wisdom and mature judgment. In addition to considering these qualifications, the Nominating and Corporate Governance Committee will consider such relevant factors as it deems appropriate, including the current composition of our Board, the evaluations of other prospective director nominees, and the need for any required expertise on our Board or one of its committees. Dedication of sufficient time, energy and attention to ensure diligent and effective performance of their duties is expected of directors. Directors may not serve on the board of directors of more than three other publicly traded companies. Directors should be committed to serve on our Board for an extended period of time, if elected by stockholders. The Nominating and Corporate Governance Committee believes that the current composition of our Board reflects an appropriate mix of tenure, skill sets, experience, and qualifications that are relevant to the business and governance of the Company.

Board Diversity

Our Board and the Nominating and Corporate Governance Committee believe that diversity is an important factor in determining the composition of our Board. Although our Board does not maintain a formal diversity policy, the Nominating and Corporate Governance Committee considers gender, racial, ethnic, and other diversity criteria in identifying director candidates and making recommendations to our Board.

Demonstrating our Board’s commitment to diversity, two of the five directors most recently appointed to our Board are diverse. Our current Board of nine directors includes one African American and four women, including our Executive Chairman of the Board and our Lead Director. In addition, 75% of our committee chairs are diverse. None of our directors self-identify as LGBTQ+.

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Our Board annually elects executive officers. Our executive officers continue to serve for terms set by our Board in its discretion. The table below sets forth the name, current position and office, age and period served for each of our executive officers as of November 21, 2023:

Barbara R. Smith has served as Executive Chairman of the Board since September 1, 2023. Ms. Smith previously served as CMC’s President and Chief Executive Officer from September 2017 to April 2023, CMC’s Chief Executive Officer from April 2023 to August 2023 and Chairman of the Board since January 2018. Prior thereto, Ms. Smith served as CMC’s President and Chief Operating Officer from January 2017 to September 2017, Chief Operating Officer from January 2016 to January 2017, and Senior Vice President and Chief Financial Officer from May 2011 to January 2016. Prior to joining CMC, Ms. Smith served as Vice President and Chief Financial Officer of Gerdau Ameristeel Corporation, a mini mill steel producer, from July 2007 to May 2011, after joining Gerdau Ameristeel Corporation as Treasurer in July 2006. From February 2005 to July 2006, she served as Senior Vice President and Chief Financial Officer of FARO Technologies, Inc., a developer and manufacturer of 3-D measurement and imaging systems. From 1981 to 2005, Ms. Smith was employed by Alcoa, where she held a variety of financial leadership positions.

Peter R. Matt has served as the President and Chief Executive Officer of CMC since September 1, 2023 and previously served as President of CMC from April 2023 to August 2023. Prior to joining CMC, Mr. Matt served as Executive Vice President and Chief Financial Officer of Constellium from 2016 to 2023. Prior to joining Constellium, Mr. Matt served as a Managing Partner for Tumpline Capital, LLC from 2015 to 2016. From 1985 to 2015, he held various leadership positions with Credit Suisse.

Paul J. Lawrence has served as Senior Vice President and Chief Financial Officer of CMC since November 2021. Prior thereto, Mr. Lawrence served as CMC’s Vice President and Chief Financial Officer from September 2019 to November 2021, Vice President of Finance from June 2018 to September 2019, Treasurer, Vice President of Financial Planning and Analysis from January 2017 to June 2018, Vice President of Finance and Treasurer from September 2016 to January 2017, and Vice President of Finance from February 2016 to September 2016. Prior to joining CMC, Mr. Lawrence served as North American Information Technology Leader of Gerdau Long Steel North America, a U.S. steel producer, from 2014 to 2016, and from 2010 to 2014, he served as Gerdau Template Deployment Leader at Gerdau Long Steel North America. From 2003 to 2010, Mr. Lawrence held a variety of financial roles at Gerdau Ameristeel Corporation, including Assistant Vice President and Corporate Controller, and Deputy Corporate Controller. From 1998 to 2002, Mr. Lawrence held several financial positions with Co-Steel Inc., which was acquired by Gerdau SA.

Stephen W. Simpson has served as Senior Vice President, North American Steel Group since October 2023. Prior thereto, Mr. Simpson served as CMC’s Divisional Vice President, Central Division from April 2022 to October 2023, Vice President, East Commercial from January 2021 to April 2022, Director of Commercial Operations from

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

October 2019 to January 2021, and Director of Special Projects from April 2019 to October 2019. Prior to joining CMC, Mr. Simpson served as Vice President, Sales and Marketing of Charter Steel, Inc. from June 2014 to January 2019 and Sales and Marketing Manager at Charter Wire LLC from November 2012 to May 2014. From 1993 to 2012, Mr. Simpson held various leadership positions at Gerdau Ameristeel Corporation.

Jody K. Absher has served as Senior Vice President, Chief Legal Officer and Corporate Secretary since October 2023. Prior thereto, Ms. Absher served as CMC’s Vice President, Chief Legal Officer and Secretary from August 2022 to October 2023, Vice President, General Counsel and Corporate Secretary from May 2020 to August 2022, Interim General Counsel from February 2020 to May 2020, Lead Counsel and Assistant Corporate Secretary from November 2014 to February 2020, Senior Counsel and Assistant Corporate Secretary from October 2013 to November 2014, and Legal Counsel from May 2011 to October 2013. Prior to joining CMC, Ms. Absher was an attorney at Haynes and Boone, LLP, a global law firm, from August 2007 to May 2011.

Jennifer J. Durbin has served as Senior Vice President, Chief Human Resources and Communications Officer since October 2023. Prior thereto, Ms. Durbin served as CMC’s Vice President and Chief Human Resources Officer from August 2022 to October 2023, Vice President of Human Resources and Safety from November 2021 to August 2022, Vice President of Human Resources from January 2020 to November 2021, Lead Counsel from November 2014 to January 2020, Senior Counsel from January 2013 to November 2014, and Legal Counsel from May 2010 to January 2013. Prior to joining CMC, Ms. Durbin was an attorney at Sidley Austin LLP, a global law firm, from August 2006 to May 2010.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the following section of this proxy statement entitled “Compensation Discussion and Analysis” with management. Based on this review and discussion, the Compensation Committee has recommended to our Board that this Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into CMC’s Annual Report on Form 10-K for the fiscal year ended August 31, 2023.

Vicki L. Avril-Groves (Chair)

Lisa M. Barton

Gary E. McCullough

Robert S. Wetherbee

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Stockholder Alignment and Execution

In fiscal year 2023, we executed on our strategy of being a leading solutions provider for early-stage construction reinforcement in the United States and Europe. Actions we took in fiscal year 2023 were in support of our strategy and focused on three key objectives: (i) maximizing EBITDA generation; (ii) positioning the Company for future value-accretive growth; and (iii) prioritizing a disciplined capital allocation program with an emphasis on a strong balance sheet and returns to stockholders.

Fiscal year 2023 marked the second best financial performance in our Company’s history. These results demonstrate the impact of the decisive strategic actions we have taken over the last several years as we have continued to deliver on our strategic growth plan, evolve our capital allocation framework, and advance our sustainability efforts.

Fiscal Year 2023 Highlights

Alignment Between Executive Pay and Company Performance

The Compensation Committee designs compensation programs to align the actions of our NEOs with the long-term interests of our stockholders based on the fundamental philosophy to pay for performance. Our incentive plans are designed to focus our executives on several key performance indicators that allow us to execute our three key objectives set forth above. Specifically, payouts under the Commercial Metals Company 2013 Cash Incentive Plan (“Annual Cash Incentive Plan”) are determined based on Adjusted Earnings (Comp) and ROICC (each as defined below) and vesting of performance-based stock units (“PSUs”) is based on Adjusted EBITDA (Comp) and Relative TSR (each as defined below).

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COMPENSATION DISCUSSION AND ANALYSIS

Strong financial performance in fiscal year 2023 resulted in above target payouts under the Annual Cash Incentive Plan and PSUs.

Compensation Governance Practices

The following are highlights of CMC’s compensation governance framework which the Compensation Committee believes reinforces our pay-for-performance philosophy:

What we do:

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COMPENSATION DISCUSSION AND ANALYSIS

What we don’t do:

2023 Say-on-Pay Vote

At the Company’s 2023 annual meeting of stockholders, the Company received approximately 98.1% support for its say-on-pay proposal. While the say-on-pay vote is advisory and not binding, the Compensation Committee strongly values the opinions of our stockholders as expressed in the say-on-pay vote. The Compensation Committee believes that our 2023 support level demonstrates a strong alignment of our compensation programs with our stockholders’ interests.

The Compensation Committee will continue to consider the outcome of our future say-on-pay votes when making future compensation decisions for the NEOs.

Named Executive Officers

CMC’s executive compensation program applies to senior executives and senior level employees; however this Compensation Discussion and Analysis focuses on the compensation paid or awarded to the following executive officers, collectively referred to as the NEOs:

For fiscal year 2023, the NEOs were:

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Objectives and Principles

The Compensation Committee believes that it is in the best interests of stockholders for CMC to establish and maintain a competitive executive compensation program, in furtherance of our three key objectives set forth on page 33, by focusing on the following objectives:

Determination of Total Compensation

Independent Compensation Advisor

The Compensation Committee engages an independent compensation consultant to assist it in an ongoing review of CMC’s executive compensation program. The review includes an analysis of market compensation best practices and developments, external regulatory requirements, the competitive market for executive talent, the evolving culture and demands of the business, and our compensation philosophy, including the features of our compensation program and the extent to which they support the execution of our business and talent needs.

Since September 2019, the Compensation Committee has engaged FW Cook as its independent compensation consultant on an annual basis. All work performed by the independent compensation consultant with regard to our executive compensation program is tasked and overseen directly by the Compensation Committee. At the direction of the Compensation Committee, our management provides information and analyses to the independent compensation consultant. As discussed further below, CMC participates in and purchases various compensation surveys and studies that management, the independent compensation consultant and the Compensation Committee use to analyze executive compensation. The Compensation Committee believes that utilizing information from multiple compensation surveys supports an objective and well-rounded view of executive compensation practices.

Neither FW Cook, nor its affiliates, provide any other material services to CMC or its affiliates. The Compensation Committee has assessed the independence of FW Cook pursuant to the NYSE rules, and the Compensation Committee has concluded that FW Cook’s work for the Compensation Committee did not raise any conflicts of interest.

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COMPENSATION DISCUSSION AND ANALYSIS

Role of Management and CEO in Compensation Decisions

We believe in aligning executive and stockholder interests through an executive compensation program designed with input from management in an ongoing dialogue with the Compensation Committee and, as appropriate, the Compensation Committee’s independent compensation consultant regarding internal, external, cultural, business and motivational challenges and opportunities facing us and our executives. To that end, the executive team analyzes, with assistance from the Compensation Committee’s independent compensation consultant, trends and recommends improvements to the compensation programs. Specifically, during fiscal year 2023, Ms. Smith reviewed with the Compensation Committee her recommendations (without any recommendation as to her own compensation) regarding base salary adjustments, annual bonus and long-term incentive awards for the other NEOs. In addition, during fiscal year 2023, Ms. Smith, Mr. Matt, Ms. Durbin, Ms. Absher, and CMC’s Director of Compensation attended Compensation Committee meetings at the invitation of the Chair of the Compensation Committee. While the Compensation Committee receives management’s input with respect to executive compensation, all decisions regarding compensation for the NEOs are made by the Compensation Committee. The Compensation Committee also meets regularly in executive session (without the attendance of any member of management).

Role of Peer Companies

Compensation Peer Group

Our executive compensation program is designed so that base pay and total short- and long-term compensation is competitive with market practices. Market practices, or benchmarks, are based on peer group data and compensation survey data. FW Cook assisted the Compensation Committee with its review of the compensation peer group for continued appropriateness for fiscal year 2023 purposes, considering the comparability of the peer companies in terms of industry focus, size, scope and complexity of operations. In the compensation peer group used for setting pay in fiscal year 2023, the Compensation Committee removed Navistar, as it was acquired, and replaced it with Radius Recycling (formerly Schnitzer Steel INDS-CL A).

The Compensation Committee also uses compensation survey data in its evaluation of compensation for the NEOs. Survey data provides insight into positions that may not generally be reported in proxy statements and information about the compensation of executives of non-public companies. To assist the Compensation Committee in evaluating fiscal year 2023 compensation levels, the Compensation Committee reviewed information from the following surveys: Willis Towers Watson CDB Executive Reports and FW Cook Executive Survey. For purposes of this Compensation Discussion and Analysis, the compensation peer group data and compensation survey data are collectively referred to as “Peer Data.”

Performance Peer Group

The performance peer group is used to measure Relative TSR performance for purposes of the PSU program. Similar to the compensation peer group, with the assistance of FW Cook, the Compensation Committee reviews the performance peer group on an annual basis for continued appropriateness. For the purposes of the fiscal years 2023-2025 PSUs, Arconic was removed, as it was acquired in August 2023.

The companies included in the fiscal years 2023-2025 performance peer group were chosen by the Compensation Committee based on recommendations from FW Cook, with management input. Our performance peer group is broader than our compensation peer group as it is focused more on our competitors for investor capital, and is less bound by revenue size, which is a driver of pay levels in the compensation peer group.

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COMPENSATION DISCUSSION AND ANALYSIS

The following table illustrates the list of our compensation and performance peers:

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Mix: Components and Objectives of Short- and Long-Term Compensation

In accordance with our overall compensation philosophy and program, our executives are provided with a mix of base salary, short-term incentives, long-term incentives and employee benefits. As shown in the charts below, our compensation philosophy places a significant portion of the potential compensation for each NEO “at risk” such that compensation will vary based on CMC’s performance.

Base Salary

We pay an annual base salary to each of our NEOs in order to provide them with a fixed rate of cash compensation that is “non-variable” during the fiscal year. While the Compensation Committee generally targets base salary at the 50th percentile of the Peer Data, actual base salary may be above or below the 50th percentile based on the Compensation Committee’s review of the underlying scope of an NEO’s responsibilities, individual performance and experience, tenure in the NEO’s current position or with CMC, internal pay equity and retention concerns.

For fiscal year 2023, the Compensation Committee elected to make the changes to base salary outlined in the table below after reviewing the competitiveness of each executive’s base salary versus the market data and assessing the individual performance of each executive.

Annual Cash Incentive Bonus

Role of the Annual Cash Incentive Bonus

The purpose of the Annual Cash Incentive Plan is to advance the interests of CMC and our stockholders by:

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