DEF 14A of Worthington Enterprises, Inc.
Filed Aug 13, 2025 · FY20250000108516-25-000010
To Be Held On September 23, 2025
| | Page | | Page | | Summary | 1 | Compensation of Directors | 72 | | General Information | 6 | Director Compensation for Fiscal 2025 | 74 | | Security Ownership of Certain Beneficial Owners and Management | 10 | Equity Compensation Plan Information | 75 | | Corporate Governance | 13 | Proposal 2: Advisory Vote to Approve the Compensation of the NEOs | 77 | | Transactions With Certain Related Persons | 23 | Proposal 3: Approval of the Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors | 78 | | Proposal 1: Election of Directors | 27 | Proposal 4: Ratification of the Selection of Independent Registered Public Accounting Firm | 85 | | Executive Compensation | 33 | Audit Committee Matters | 86 | | Compensation Discussion and Analysis | 33 | Miscellaneous Items | 89 | | Compensation Committee Report | 50 | Householding of Annual Meeting Materials | 89 | | Fiscal 2025 Summary Compensation Table | 51 | Shareholder Proposals for 2026 Annual Meeting | 89 | | Grants of Plan-Based Awards | 53 | Future Electronic Access to Proxy Materials and Annual Report | 90 | | Outstanding Equity Awards at Fiscal 2025 Year-End | 55 | Annual Report on Form 10-K | 90 | | Option Exercises and Stock Vested | 58 | References | 90 | | Non-Qualified Deferred Compensation | 59 | Other Business | 90 | | Potential Payments Upon Termination or Change in Control | 61 | Appendix I – Companies in Comparator Group | I-1 | | CEO Pay Ratio | 64 | Appendix II - Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors | II-1 | | Pay Versus Performance | 65 | | | | NEO Compensation for Fiscal 2026 | 71 | | |
Certain Defined Terms and Abbreviations
| Currently Exercisable Options | Stock options that a named beneficial owner has the right to exercise either immediately or within 60 days after the Record Date | | Director Deferral Plans | Collectively, the 2000 Directors NQ Plan and the 2005 Directors NQ Plan | | EBITDA | Earnings before interest, taxes, depreciation and amortization | | EPS | Earnings per diluted common share | | Equity Plans | The 2025 Directors Equity Plan and the Current Equity Plans | | Exchange Act | Securities Exchange Act of 1934, as amended | | FAA | U.S. Federal Aviation Administration | | fiscal 20XX | Our fiscal year ended or ending on May 31 of the year identified | | GAAP | U.S. generally accepted accounting principles | | Independent Director | As defined in the Director Independence section of this Proxy Statement | | Industrials Index | The S&P SmallCap 600 Industrials Index | | Insider Trading Policy | Our Insider Trading Policy | | IRS | U.S. Internal Revenue Service | | JMAC | JMAC, Inc. | | JMAC Air | JMAC Air, LLC | | KPMG | KPMG LLP | | Lead Independent Director | The designated Independent Director who serves as the primary representative and coordinator of the Independent Directors, acting as a liaison between the independent directors and management | | NEO | A named executive officer, as defined in Item 402(a)(3) of SEC Regulation S-K | | Non-PEO NEOs | The NEOs other than the PEO(s) | | Notice of Availability | Notice of Internet Availability of Proxy Materials regarding the Annual Meeting | | NYSE | New York Stock Exchange | | NYSE Rules | The rules, policies, practices and procedures in the NYSE Listed Company Manual | | PCAOB | Public Company Accounting Oversight Board (U.S.) | | PEO | Principal executive officer | | performance awards | An award, typically settled in cash, that may be earned based on the achievement of one or more performance goals over time | | performance shares | An award, settled in common shares, that may be earned based on the achievement of one or more performance goals over time | | proxy card | A form of proxy relating to the Annual Meeting | | Proxy Statement | This Proxy Statement for the Annual Meeting | | Ragasco | Ragasco AS | | Record Date | Close of business on July 29, 2025 | | registered shareholder | A shareholder whose common shares are registered in the name of the shareholder directly with our transfer agent | | restricted stock | An award of common shares subject to time-based vesting restrictions |
Certain Defined Terms and Abbreviations
| SEC | U.S. Securities and Exchange Commission | | SEC Rules | The rules and regulations of the SEC | | Securities Act | Securities Act of 1933, as amended | | Separation | The separation of our former steel processing business into Worthington Steel, Inc., effective December 1, 2023 | | Segment or Seg. | The results of one of our reportable operating segments | | Share Price Growth | The appreciation of the market price of the common shares over a stated period | | SOX | The Sarbanes-Oxley Act of 2002, as amended | | special PSAs | A special award of common shares subject to performance-based and time-based vesting restrictions | | Steel Index | The S&P 1500 Steel Composite Index | | stock option | An award of a non-qualified right to acquire common shares at a fixed exercise price | | Treasury Regulations | The regulations promulgated by the U.S. Department of Treasury | | TSR | Cumulative total shareholder return | | U.S. | United States of America | | Vanguard | The Vanguard Group and its subsidiaries | | WS | Worthington Steel, Inc., an Ohio corporation and former subsidiary of the Company | | WTW | Willis Towers Watson | | 401(k) Plan | Our 401(k) qualified retirement plan, also known as the Deferred Profit Sharing Plan | | 1997 LTIP | Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan | | 2000 Directors NQ Plan | Worthington Industries, Inc. Deferred Compensation Plan for Directors, as Amended and Restated effective June 1, 2000 | | 2005 Directors NQ Plan | Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors | | 2005 NQ Plan | Worthington Industries, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan | | 2006 Directors Equity Plan | Worthington Industries, Inc. Amended and Restated 2006 Equity Incentive Plan for Non-Employee Directors | | 2010 Stock Option Plan | Worthington Industries, Inc. 2010 Stock Option Plan | | 2024 LTIP | Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan | | 2025 Annual Meeting | Our annual meeting of shareholders to be held on September 23, 2025 | | 2025 Directors Equity Plan | Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors | | 2025 Form 10-K | Our Annual Report on Form 10-K for fiscal 2025 filed with the SEC on July 30, 2025 | | 2026 Annual Meeting | Our annual meeting of shareholders expected to be held in September 2026 |
Certain Defined Terms and Abbreviations
| Strong Corporate Culture | • | Culture based on long-standing corporate philosophy rooted in the Golden Rule | | | • | First corporate goal is to earn money for our shareholders and increase the value of their investment | | | • | Comprehensive Corporate Governance Guidelines and Code of Conduct | | Returns to Shareholders | • | Dividends have been paid every quarter since going public in 1968 | | | • | Stock buy-back program | | Board Independence | • | 9 out of 12 directors are independent | | | • | Audit, Compensation, and Nominating and Governance Committees are comprised exclusively of directors who are independent under NYSE Rules and SEC Rules | | Lead Independent Director | • | Michael Endres serves as Lead Independent Director | | | • | Mr. Endres serves as liaison between management and the non-employee directors, presides over executive sessions of non-employee directors and may call meetings of non-employee directors | | Executive Sessions | • | The non-employee directors regularly meet in private, executive sessions without management | | | • | The Lead Independent Director presides at these executive sessions | | Board Oversight of Risk Management | • | The Board monitors our systematic approach to identifying and assessing enterprise risks faced by us and our segments | | | • | The Audit Committee reviews our overall enterprise risk management program (including risks related to privacy, information security, cybersecurity, artificial intelligence, business conduct, health and safety, compliance, environmental and social matters) as well as our financial, reporting and compliance risk exposures, and the delegation of risk oversight responsibilities to other Board committees | | | • | The Compensation Committee oversees compensation risk management | | | • | The Nominating and Governance Committee manages risks associated with corporate governance, Board composition and the performance of the Board, its committees and the directors | | Board Oversight of Corporate Social Responsibility | • | Committed to living our Philosophy, which includes being a good corporate citizen and environmental steward | | | • | The Nominating and Governance Committee oversees our corporate social responsibility policies, practices and reporting | | Executive Compensation | • | Strong pay-for-performance philosophy | | | • | Executive compensation is more highly leveraged than market median – base salaries are generally below market median and a higher percentage of pay is tied to at-risk incentive compensation | | | • | Goals and targets for annual and long-term incentive plans are annually reviewed and set by the Compensation Committee | | | • | The Compensation Committee is advised by an independent compensation consultant | | | • | Annual “say-on-pay” advisory vote | | | • | Limited perquisites and benefits | | | • | No defined benefit pension or supplemental executive retirement plan benefits | | | • | No employment contracts or change in control arrangements for executive officers outside shareholder-approved incentive plans | | | • | Have never repriced or offered cash buy-outs of underwater stock options as plan provisions prohibit repricing without shareholder consent | | Stock Ownership Requirements | • | Non-employee directors required to hold common shares valued at five times annual cash retainer | | | • | CEO required to hold common shares valued at five times annual base salary | | | • | Executive officers required to hold common shares valued at a multiple of base salary, depending on position | | | • | No speculative trading or hedging permitted by our directors, officers or other key employees |
Certain Defined Terms and Abbreviations
| | SHORT-TERM CASH | | LONG-TERM INCENTIVE | | | | | PAY ELEMENT | SALARY | BONUS | PERFORMANCE AWARDS | PERFORMANCE SHARES | RESTRICTED STOCK | STOCK OPTIONS | | WHO RECEIVES | NEOs and other executives | | | | | | | AT RISK | No | Yes | Yes | Yes | Yes | Yes | | FORM OF PAYMENT | Cash | | | Equity | | | | TYPE OF PERFORMANCE | Short-term emphasis | | Long-term emphasis | | | | | PERFORMANCE PERIOD / VESTING PERIOD | Bi-weekly | 1 year performance period | 3-year performance period | | 3-year cliff vesting | 3-year incremental vesting (one-third per year) | | HOW AMOUNT IS DETERMINED | Compensation Committee sets or approves | Compensation Committee sets target performance and target award value, and performance determines the ultimate payout | | | Compensation Committee sets size of award and common share price on exercise or vesting date determines the ultimate value | | | MOST RECENT PERFORMANCE METRICS | N/A | Adj. ROA (Corp. or Seg.) Adj. EBITDA (Corp. or Seg.) | Adj. ROA (Corp.) Adj. EBITDA (Corp. or Seg.) | | Common Share Price | Common Share Price Appreciation | | VALUE OF AWARD EARNED | N/A | Formulaic — Performance vs. Targets | | Formulaic — Performance vs. Targets and Market Price of Common Shares | Market Price of Common Shares | Increase in Market Price of Common Shares |
Certain Defined Terms and Abbreviations
* Denotes ownership of less than 1% of the outstanding common shares. (1) Except as otherwise indicated by footnote, each named beneficial owner has sole voting power and sole dispositive power over the listed common shares or shares voting power and/or dispositive power with his or her spouse. (2) The “Percent of Outstanding Common Shares” is calculated by dividing (a) the aggregate amount of common shares beneficially owned by each reporting person, as reported by such person and disclosed in the table above by (b) the sum of (i) 49,793,529 common shares outstanding on the Record Date, and (ii) the number of common shares, if any, as to which the named person or group has the right to acquire beneficial ownership upon the exercise of Currently Exercisable Options. (3) Includes for each of Ms. Anderson, Mr. Blom, Mr. Davis, Mr. Heller, Mr. Horton, Mr. McConnell, Mr. Vickers and Mr. Winland 3,300 shares of restricted stock; for Mr. Standridge 1,650 shares of restricted stock; for Mr. Blystone and Mr. Endres 4,800 shares of restricted stock, which will vest on September 23, 2025. For further information concerning the terms of the restricted stock granted to non-employee directors, see footnote (15) below. (4) Includes 436 common shares held by Ms. Anderson’s spouse, who has sole voting power and sole dispositive power as to the 436 common shares. Beneficial ownership of these 436 common shares is disclaimed by Ms. Anderson. Also includes 2,842 common shares held in two separate trusts for Ms. Anderson’s two adult children, for which Ms. Anderson’s spouse serves as trustee. Beneficial ownership of these 2,842 common shares is disclaimed by Ms. Anderson. Includes 12,164 theoretical common shares credited to the bookkeeping account of Ms. Anderson in connection with the 2005 Directors NQ Plan, as is discussed in the “Compensation of Directors” section of this Proxy Statement. Ms. Anderson has a pecuniary interest in the theoretical common shares but may not vote or dispose of the theoretical common shares until the common shares are distributed to her on a one-for-one basis in accordance with the terms of the plan. (5) The individual is an NEO listed in the SCT. (6) Includes 1,634 common shares subject to Currently Exercisable Options. Also includes 8,618 shares of restricted stock which will vest over time based on continued employment with us. See footnote (15) below for more information on the restricted stock. (7) Includes 8,886 common shares subject to Currently Exercisable Options. Also includes 9,772 shares of restricted stock which will vest over time based on continued employment with us. See footnote (15) below for more information on the restricted stock. (8) Includes 81,489 common shares held by Mr. Endres as trustee for a living trust. Includes 139,661 theoretical common shares credited to the bookkeeping account of Mr. Endres in connection with the 2005 Directors NQ Plan, as is discussed in the “Compensation of Directors” section of this Proxy Statement. Mr. Endres has a pecuniary interest in the theoretical common shares but may not vote or dispose of the theoretical common shares until the common shares are distributed to him on a one-for-one basis in accordance with the terms of the plan. (9) Includes 29,541 common shares subject to Currently Exercisable Options. Also includes 3,659 common shares held indirectly in Mr. Hayek’s personal retirement accounts with third party brokers. Also includes 73,576 shares of restricted stock which will vest over time based on continued employment with us. See footnote (15) below for more information on the restricted stock. Includes 4,943 theoretical common shares credited to the bookkeeping account of Mr. Hayek in connection with the 2005 NQ Plan, as is discussed in the “Non-Qualified Deferred Compensation” section of this Proxy Statement. Mr. Hayek has a pecuniary interest in the theoretical common shares but may not vote or dispose of the theoretical common shares until the common shares are distributed to him on a one-for-one basis in accordance with the terms of the plan. (10) Includes 8,265 common shares subject to Currently Exercisable Options. Also includes 17,082 shares of restricted stock which will vest over time based on continued employment with us. See footnote (15) below for more information on the restricted stock. (11) Includes 254 common shares held by John H. McConnell II's spouse, who has sole voting power and sole dispositive power as to the 254 common shares. Beneficial ownership of these 254 common shares is disclaimed by Mr. McConnell. (12) Information is based on amount and nature of beneficial ownership provided by Mr. Rose; includes 75,720 common shares subject to Currently Exercisable Options. Includes 333 common shares subject to Currently Exercisable Options. Also includes 17,050 shares of restricted stock which will vest over time based on continued employment with us. See footnote (15) below for more information on the restricted stock
Certain Defined Terms and Abbreviations
The number of common shares shown as beneficially owned by our current directors and executive officers as a group includes 129,748 common shares subject to Currently Exercisable Options and 179,562 shares of restricted stock. See footnote (15) below for more information on the restricted stock. The number shown does not include any common shares issuable in connection with the performance shares awarded to NEOs and other executive officers, as to which the performance period has not ended, and the applicable vesting dates have not yet occurred. The number of common shares shown for all current directors and executive officers as a group includes the common shares beneficially owned by two executive officers not individually identified. The restricted stock granted to our executive officers and non-employee directors are held in escrow by us and may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the restrictions thereon have lapsed. Each holder of restricted stock may exercise any voting rights associated with the restricted stock during the restriction period. In addition, any dividends or distributions paid with respect to the common shares underlying the restricted stock will be held by us in escrow during the restriction period and, at the end of the restriction period, will be distributed or forfeited in the same manner as the restricted stock with respect to which they were paid. For further information regarding the restricted stock granted to our executive officers and non-employee directors, please see the tables and accompanying narrative discussion in the “Executive Compensation” and “Compensation of Directors — Equity Grants” sections of this Proxy Statement. Restricted stock held by executive officers not named in this table are not listed individually. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires that our directors and executive officers and beneficial owners of more than 10% of the Company’s outstanding common shares file reports with the SEC reporting their initial beneficial ownership of common shares and subsequent changes in their beneficial ownership. Specific due dates for such reports have been established by the SEC and we are required to disclose in this Proxy Statement any late report or known failure to file a report required by Section 16(a) of the Exchange Act. To our knowledge, based solely on a review of the copies of the Forms 3, 4 and 5 filed electronically with the SEC and written representations that no Form 5 was required, we believe that during fiscal 2025, all Section 16(a) filing requirements applicable to our directors, executive officers and greater-than-10% beneficial owners of our outstanding common shares were complied with, with the exception of two Forms 4 for Kevin J. Chan: (1) one filed late due to an administrative delay in reporting two transactions involving common shares being contributed to the 2005 NQ Plan; and (2) one filed late due to an administrative delay in reporting two transactions including common shares being contributed to the 401(k) Plan.
Certain Defined Terms and Abbreviations
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Certain Defined Terms and Abbreviations
| Corporate Governance | |
Certain Defined Terms and Abbreviations
Corporate Governance Guidelines Upon the recommendation of the Nominating and Governance Committee, in accordance with NYSE Rules, the Board has adopted the Corporate Governance Guidelines to promote the effective functioning of the Board and its committees and to reflect our commitment to high standards of corporate governance. The Board, with the assistance of the Nominating and Governance Committee, periodically reviews the Corporate Governance Guidelines to ensure they comply with all applicable requirements. The Corporate Governance Guidelines are available on the “Governance” page of the “Investors” section of our website located at www.worthingtonenterprises.com. Code of Conduct In accordance with NYSE Rules and SEC Rules, the Board adopted the Code of Conduct to serve as the ethical and legal standards for our directors, officers and employees. The Code of Conduct reinforces our commitment to adhere to high standards of business ethics. The Code of Conduct also establishes ethical principles by which our principal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions are expected to conduct themselves in carrying out their duties and responsibilities. The Code of Conduct is available under “Governance Documents” on the "Governance" page of the “Investors” section of our website located at www.worthingtonenterprises.com, and we intend to post on such website page any amendments to or waivers from provisions of the Code of Conduct related to the elements listed under Item 406(b) of SEC Regulation S-K. Insider Trading Policy We have adopted the Insider Trading Policy to govern purchases, sales and other dispositions of our securities by our directors, officers and employees. The Insider Trading Policy is reasonably designed to promote compliance with insider trading law, rules and regulations as well as NYSE Rules. The Insider Trading Policy also provides that the Company will not engage in transactions in its securities while aware of material nonpublic information relating to the Company or its securities, except pursuant to a trading plan intended to comply with SEC Rule 10b5-1 that is entered into and maintained in compliance with the Insider Trading Policy and applicable law. Director Independence Pursuant to the Corporate Governance Guidelines, a director is determined to be independent if he or she is independent of management and has no material relationship with us or our subsidiaries, either directly or indirectly as a partner, shareholder or officer (or similar position) of an entity that has such a relationship with us or our subsidiaries, as affirmatively determined by the Board. The Board observes all additional criteria for independence required under NYSE Rules, SEC Rules or other applicable laws and regulations. The Board has been advised of the nature and extent of any direct or indirect personal and business relationships between us and each director and director nominee or any entities for which any director or director nominee is a partner, officer, employee or shareholder. The Board has reviewed, considered and discussed such relationships, and the compensation which each director or director nominee has received, directly or indirectly, from us, in order to determine whether each director and director nominee meets the independence requirements of the Corporate Governance Guidelines, the NYSE Rules and the SEC Rules. The Board has affirmatively determined that (a) none of Kerrii Anderson, David Blom, Mark Davis, Michael Endres, Paul Heller, Ozey Horton, Jr., Brantley Standridge, Billy Vickers or Virgil Winland (each, an “Independent Director” and collectively, the “Independent Directors”) has any relationship with us, either directly or indirectly, including, without limitation, any commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship, which: (i) interfered, interferes, or may interfere, with his or her independence from management and us or the exercise of his or her independent judgment, (ii) would be inconsistent with a determination of independence under NYSE Rules and SEC Rules, or (iii) would impair his or her independence under the Corporate Governance Guidelines; and (b) each of the Independent Directors qualifies as independent under the Corporate Governance Guidelines. As required by NYSE Rules, the
Certain Defined Terms and Abbreviations
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Certain Defined Terms and Abbreviations
Independent Directors represent a majority of our directors. John Blystone does not qualify as independent under NYSE Rules, SEC Rules or the Corporate Governance Guidelines because he was an officer of the Company within the last three years. John H. McConnell II does not qualify as independent under NYSE Rules, SEC Rules or the Corporate Governance Guidelines because he was an employee of the Company within the last three years. Joseph B. Hayek does not qualify as independent under NYSE Rules, SEC Rules or the Corporate Governance Guidelines because he is an employee of the Company. Barring any unusual circumstances, the Board has determined that a director’s independence would not be impaired if: (a) the director is an executive officer or an employee (or his or her immediate family member is an executive officer or an employee) of a company that makes payments to, or receives payments from, us for property or services performed in the ordinary course of business in an amount which, in any single fiscal year, does not exceed the greater of $1,000,000 or 2% of such other company’s consolidated gross revenues; (b) we make contributions to a scholastic or charitable tax-exempt organization for which the director (or his or her immediate family member) serves as either a member of the board of directors (or similar governing body) or an officer if the contributions, in any single fiscal year, do not exceed the greater of $500,000 or 1% of the total contributions received by that tax-exempt organization during such fiscal year; or (c) we use facilities (dining facilities, clubs, etc.) in which the director is a greater than 5% owner if charges to us are consistent with charges paid by unrelated third parties and are fair, reasonable and consistent with those for similar services available at similar facilities, as long as the charges do not reach other thresholds under NYSE Rules which would disqualify a director from being independent. The Board specifically considered a number of circumstances in the course of reaching the conclusion that the Independent Directors qualify as independent under the Corporate Governance Guidelines as well as NYSE Rules and SEC Rules, including the relevant relationships described below in the “Transactions With Certain Related Persons” section of this Proxy Statement. Nominating Procedures The Board’s Nominating and Governance Committee has responsibility for providing oversight on a broad range of issues surrounding the composition and operation of the Board, including identifying candidates qualified to become directors and recommending director nominees to the Board. When considering candidates for the Board, the Nominating and Governance Committee evaluates the entirety of each candidate’s credentials but does not have specific eligibility requirements or minimum qualifications which must be met by a Nominating and Governance Committee-recommended nominee and has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. The Nominating and Governance Committee considers those factors it deems appropriate, including, but not limited to, independence, judgment, skill, diversity, strength of character, ethics and integrity, experience with businesses or organizations of comparable size or scope, experience as an executive of or adviser to public and private companies, experience and skill relative to other Board members, specialized knowledge or expertise, and the desirability of the candidate’s membership on the Board and any committees of the Board. Depending on the current needs of the Board, the Nominating and Governance Committee may weigh certain factors more or less heavily. The Nominating and Governance Committee does, however, believe that all members of the Board should have strong character and integrity, a reputation for working constructively with others, sufficient time to devote to Board matters, and no conflict of interest that would interfere with his or her performance as a director. While the Board and the Nominating and Governance Committee do not have specific eligibility requirements and do not, as a matter of course, weigh any of the factors they deem appropriate more heavily than others, both the Board and the Nominating and Governance Committee believe that, as a group, the directors should have diverse backgrounds and qualifications. We believe that the members of the Board, as a group, have such backgrounds and qualifications. The Nominating and Governance Committee considers candidates for the Board from any reasonable source, including shareholder recommendations, but does not evaluate candidates differently based on the source of the recommendation. The process for seeking and vetting additional director candidates is ongoing and is not dependent upon the existence of a vacancy on the Board. Accordingly, the Board believes that this ongoing identification of qualified candidates functions as an appropriate director succession plan. Pursuant to its charter, the Nominating and Governance Committee has the authority to retain consultants and search firms to assist with the process of identifying and evaluating director candidates and to approve the fees and other retention terms for any such consultant or search firm. The Nominating and Governance Committee has never used a consultant or search firm for such purpose, and, accordingly, we have paid no such fees, and all director nominees in this Proxy Statement were recommended by a non-employee director or our Chairman of the Board.
Certain Defined Terms and Abbreviations
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Certain Defined Terms and Abbreviations
Shareholders may recommend director candidates for consideration by the Nominating and Governance Committee by sending the recommendation to the Chair of the Nominating and Governance Committee, in care of our Secretary, to our executive offices at 200 West Old Wilson Bridge Road, Columbus, Ohio 43085. The recommendation must include the candidate’s name, age, business address, residence address and principal occupation. The recommendation must also describe the qualifications, attributes, skills or other qualities possessed by the recommended director candidate. A written statement from the candidate consenting to serve as a director, if elected, and a commitment by the candidate to meet personally with Nominating and Governance Committee members must accompany any such recommendation. The Board, taking into account the recommendations of the Nominating and Governance Committee, selects nominees for election as directors at each annual meeting of shareholders. In addition, shareholders wishing to nominate directors may do so, provided they comply with the nomination procedures set forth in our Code of Regulations and SEC Rules. In order to nominate an individual for election as a director at a meeting, a shareholder must give written notice of the shareholder’s intention to make such nomination. The notice must be sent to our Secretary, and either delivered to, or mailed to and received at, our principal executive offices at 200 West Old Wilson Bridge Road, Columbus, Ohio 43085 not less than 14 days or more than 50 days prior to any meeting called for the election of directors. However, if notice or public disclosure of the date of the meeting is given or made less than 21 days prior to the meeting, the shareholder notice must be received by our Secretary not later than the close of business on the seventh day following the day on which notice of the date of the meeting was mailed or publicly disclosed. Our Secretary will deliver any shareholder notice received in a timely manner to the Nominating and Governance Committee for review. Each shareholder notice must include the following information as to each individual the shareholder proposes to nominate for election or re-election as a director: (a) the name, age, business address and, if known, residence address of the proposed nominee; (b) the principal occupation or employment of the proposed nominee; (c) the number of common shares beneficially owned by the proposed nominee; and (d) any other information relating to the proposed nominee that is required to be disclosed concerning nominees in proxy solicitations under SEC Rules, including the individual’s written consent to be named in the proxy statement as a nominee and to serve as a director, if elected. The nominating shareholder must also provide (i) the name and address of the nominating shareholder and (ii) the number of common shares beneficially owned by the nominating shareholder. No individual may be elected as a director unless he or she has been nominated by a shareholder in the manner described above or by the Board or the Nominating and Governance Committee. Compensation Committee Interlocks and Insider Participation The Compensation Committee of the Board is currently comprised of Michael Endres (Chair), Kerrii Anderson, Paul Heller, Ozey Horton, Jr. and Brantley Standridge. No member of the Compensation Committee is a present or past employee or officer of ours or has, during fiscal 2025 and through the date of this Proxy Statement, had a material interest in any related person transaction, as defined in Item 404 of SEC Regulation S-K. During fiscal 2025 and through the date of this Proxy Statement, none of our executive officers has served on the board of directors or compensation committee (or other committee performing equivalent functions) of any other entity, whose executive officers served on the Board or the Compensation Committee. Communications with the Board The Board believes it is important for shareholders and other interested persons to have a process by which to send communications to the Board and its individual members, including the Lead Independent Director. Accordingly, shareholders and other interested persons who wish to communicate with the Board, the non-employee directors as a group, the Independent Directors, as a group, the Lead Independent Director or any other individual director may do so by addressing such correspondence to the name(s) of the specific director(s), to the “Non-Employee Directors” as a whole, to the “Independent Directors” as a whole or to the “Board of Directors” as a whole, and sending it in care of our Secretary, to our executive offices at 200 West Old Wilson Bridge Road, Columbus, Ohio 43085. The mailing envelope must contain a clear notation indicating that the enclosed correspondence is a “Shareholder/Interested Person – Non-Employee Director Communication”, “Shareholder/Interested Person – Independent Director Communication”, “Shareholder/Interested Person – Board Communication”, “Shareholder/Interested Person – Lead Independent Director Communication”, or “Shareholder/Interested Person – Director Communication”, as appropriate. All such correspondence must identify the author as a shareholder or other interested person (identifying such interest) and clearly indicate whether the communication is directed to all members of the Board, to the non-employee directors as a whole, to the “Independent Directors” as a whole or to a certain specified individual director(s). Copies of all such correspondence will be circulated to the appropriate director(s). Correspondence marked on the exterior as “personal and confidential” will be delivered to the identified recipient(s) without opening. There is no screening process in respect of communications from shareholders or other interested persons. The process for forwarding communications to the appropriate Board member(s) has been approved by the Independent Directors.
Certain Defined Terms and Abbreviations
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Certain Defined Terms and Abbreviations
Questions, complaints and concerns may also be submitted to our directors through the Worthington Enterprises, Inc. Code of Conduct & Ethics Line website at www.Worthington.EthicsPoint.com or by calling 877-263-9893 inside the U.S. and Canada. Corporate Citizenship and Sustainability Highlights In addition to our commitment to high ethical standards and sound corporate governance practices, which are summarized in the “Commitment to Shareholders and Governance” section in this Proxy Statement, we are dedicated to responsible corporate citizenship and sustainability. Although our approach is ever evolving, our primary motivation remains balancing people, planet and prosperity to meet the needs of today without compromising tomorrow. We organize our efforts through the four pillars of people, products, partners, and process and planet, and consistently relying on our Philosophy, rooted in the Golden Rule, to guide us. In line with our people-first philosophy, our employees have always been, and will always be, our most important asset. As such, we are continually focused on creating and maintaining a strong corporate culture. Our culture empowers employees to innovate, thrive and grow with opportunities for personal and professional development, as well as community engagement, all of which we believe contribute to our overall success. We have repeatedly been recognized as a top place to work and we offer our employees competitive pay and above-market benefits, as compared to others in our industry, all while focusing on safety, wellness, and promoting an inclusive culture. Our Philosophy guides and encourages us to practice good citizenship that is reflected in our employees’ efforts in our communities. Through financial contributions to not-for-profit organizations and employee volunteering, we are working to improve the quality of life in the communities where we operate and do business. We have always made protecting our people and the environment a top priority. We have demonstrated our commitment to environmentally responsible operations by conforming to international standards for environmental management and reducing our impact on the environment in multiple areas of our global business. Two of our facilities hold ISO 14001 certifications, a highly recognized global standard for an effective Environmental Management System and our remaining facilities are managed to similar standards. In addition, we have sought continuous improvement in our health and safety programs, which follow ISO 45001 standards, the most recognized global standard for occupational health and safety management systems developed by the International Organization for Standardization, and regularly have an industry-leading safety record. For more details on our corporate citizenship and sustainability efforts and governance, please see our annual Corporate Citizenship and Sustainability Report available on our website at https://www.worthingtonenterprises.com/our-impact. Meetings of the Board The Board held four regularly scheduled meetings during fiscal 2025. During fiscal 2025, each incumbent director attended at least 75% of the aggregate of (a) the total number of meetings held by the Board during the period such director served, and (b) the total number of meetings held by all committees of the Board on which such director served during the period such director served. The Board and our management are committed to effective corporate governance practices. The Corporate Governance Guidelines describe the governance principles and procedures by which the Board functions. The Board annually reviews and updates, as appropriate, the Corporate Governance Guidelines and the charters of the committees of the Board in response to corporate governance developments, including changes in NYSE Rules and SEC Rules, and recommendations by directors in connection with Board and Board committee evaluations. In accordance with the Corporate Governance Guidelines and NYSE Rules, our non-employee directors, meet (without management present) in executive session at such times as the non-employee directors deem necessary or appropriate. Additionally, all directors determined by the Board as meeting the independence requirements of the Corporate Governance Guidelines, the NYSE Rules and the SEC Rules meet in executive session (without management or non-independent directors) at least once annually. These executive sessions are typically held in conjunction with regularly scheduled Board meetings and are led by the Lead Independent Director, and appropriate feedback from these sessions is given to the CEO and the Chairman of the Board. The non-employee independent directors met in executive session after each of the four regularly scheduled Board meetings held in fiscal 2025.
Certain Defined Terms and Abbreviations
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Certain Defined Terms and Abbreviations
Board Member Attendance at Annual Meetings of the Shareholders We do not have a formal policy with respect to attendance by our directors at the annual meetings of the shareholders. Three of the 11 then-incumbent directors attended the 2024 Annual Meeting: Ms. Anderson, Mr. Blystone and Mr. Rose. Board Leadership Structure The Board is currently comprised of 12 directors (nine of which are Independent Directors), including Joseph B. Hayek, our CEO. The Board is led by John Blystone, our Chairman of the Board, and Michael Endres, our Lead Independent Director. The Board has four standing committees: Audit, Compensation, Nominating and Governance, and Executive. Each of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee is chaired by a separate Independent Director and is comprised solely of Independent Directors. Detailed information on each Board committee is contained in the “Corporate Governance — Committees of the Board” section of this Proxy Statement. We do not have a fixed policy regarding whether the offices of Chairman of the Board and CEO should be held by the same person or different people. The Board believes having Mr. Blystone in the role of Chairman of the Board and Mr. Hayek as the CEO, while maintaining a Lead Independent Director, is an effective management structure, and that the structure promotes the development and execution of our business strategy and facilitates effective oversight by the Board, which are essential to effective governance. The Board believes that its current leadership structure supports the risk oversight function of the Board. Having the roles of CEO and Chairman of the Board filled by separate individuals allows the CEO to lead senior management in its supervision of the Company’s day-to-day business operations, including the identification, assessment and mitigation of material risks, and allows the Chairman of the Board to lead the Board in its oversight of the Company’s risk assessment and risk management activities. The Board believes that its strong governance practices, including its supermajority of independent directors, the separation of the Chairman of the Board and CEO roles, and the clearly-defined Lead Independent Director responsibilities, provide an appropriate balance among strategy development, operational execution and independent oversight of the Company. The Board periodically reviews our leadership structure and retains authority to modify the structure, as and when appropriate, to address our then current circumstances. Lead Independent Director A copy of our Lead Independent Director Charter is available on the “Governance” page of the “Investors” section of our website located at www.worthingtonenterprises.com. In addition to the other duties more fully described in our Lead Independent Director Charter, the Lead Independent Director is responsible for: • advising the Chairman of the Board and the CEO regarding the information, agenda and meeting schedules for the Board and Board committees, and as to the quality, quantity and timeliness of the information submitted to the Board by our management that is necessary or appropriate for the non-employee directors to effectively and responsibly perform their duties; • recommending to the Chairman of the Board and the CEO the retention of advisers and consultants who report directly to the Board; • assisting the Board, the Nominating and Governance Committee and our officers in ensuring compliance with and implementation of the Corporate Governance Guidelines; • calling meetings of the non-employee and independent directors, developing the agenda for and serving as chairman of the executive sessions, and serving as principal liaison between the non-employee and independent directors and the Chairman of the Board and the CEO; • working with the Nominating and Governance Committee, the Chairman of the Board and the CEO to recommend the membership of the various Board committees, as well as the selection of Board committee chairs; • serving as chair of meetings of the Board when the Chairman of the Board is not present; • being available for consultation and direct communications with our shareholders, if requested and appropriate; and performing such other duties as the Board may determine.
Certain Defined Terms and Abbreviations
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Certain Defined Terms and Abbreviations
Committees of the Board The Board has four standing committees: the Executive Committee, the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. The charter for each committee has been reviewed and approved by the Board and is available on the “Governance” page of the “Investors” section of our website located at www.worthingtonenterprises.com.
Certain Defined Terms and Abbreviations
| | Audit | Compensation | Nominating and Governance | Executive | | Kerrii B. Anderson* | | | | | | David P. Blom* | | | | | | John B. Blystone | | | | | | Mark C. Davis* | | | | | | Michael J. Endres* | | | | | | Joseph B. Hayek | | | | | | Paul G. Heller* | | | | | | Ozey K. Horton, Jr.* | | | | | | John H. McConnell II | | | | | | Brantley J. Standridge* | | | | | | Billy R. Vickers* | | | | | | Virgil L. Winland* | | | | |
Certain Defined Terms and Abbreviations
*Independent Director Chairperson Member Audit Committee Financial Expert Audit Committee The Board has determined that each member of the Audit Committee qualifies as an independent director under the Corporate Governance Guidelines, NYSE Rules and SEC Rule 10A-3. The Board believes each member of the Audit Committee is qualified to discharge his or her duties on our behalf and satisfies the financial literacy requirement of the NYSE Rules. The Board has also determined that each of Ms. Anderson and Mr. Davis qualifies as an “audit committee financial expert”, as that term is defined in Item 407(d)(5) of SEC Regulation S-K, by virtue of their respective experience, including as described in Proposal 1 (Election of Directors) of this Proxy Statement. No member of the Audit Committee serves on the audit committee of more than two other public companies. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee is organized and conducts its business pursuant to a written charter. The primary responsibility of the Audit Committee is to assist the Board in the oversight of the financial and accounting functions, controls, reporting processes and audits. Specifically, the Audit Committee appoints and evaluates our independent registered public accounting firm and approves the audit engagement, including fees and terms, and non-audit engagements, if any, of such firm. The Audit Committee, on behalf of the Board, reviews, monitors and evaluates: (a) our consolidated financial statements and the related disclosures, including the integrity and quality of our consolidated financial statements; (b) our compliance with legal and regulatory requirements, including the financial reporting process; (c) our systems of disclosure controls and procedures and internal control over financial reporting and our accounting and financial controls; (d) the performance, qualifications and independence of our independent registered public accounting firm, including the performance and rotation of the lead and concurring partners of that firm; (e) the performance of our internal audit function; (f) the annual independent audit of our consolidated financial statements; (g) financial, reporting and compliance risk management; and (h) our overall enterprise risk management program including risks related to privacy, information security, cybersecurity, artificial intelligence, business conduct, health and safety, compliance, environmental and social matters. The Audit Committee also prepares the report that the SEC Rules require be included in our annual proxy statement. Additional duties and responsibilities set forth in the Audit Committee’s charter include: reviewing, with our financial management, internal auditors and independent registered public accounting firm, our accounting procedures and policies and audit plans, including staffing, professional services to be provided, audit procedures to be used, and fees to be charged by our independent registered public accounting firm and
Certain Defined Terms and Abbreviations
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Certain Defined Terms and Abbreviations
reviewing the activities of and the results of audits conducted by our internal auditors and our independent registered public accounting firm; reviewing, with our independent registered public accounting firm, the audit report of our independent registered public accounting firm on the effectiveness of our internal control over financial reporting filed with our Annual Report on Form 10‑K; • establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, as well as the confidential, anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters; • setting and maintaining hiring policies for employees or former employees of our independent registered public accounting firm; • receiving reports concerning any non-compliance with the Code of Conduct by our officers or directors and approving, if appropriate, any waivers therefrom; • administering our RPT Policy and approving, if appropriate, any “related person” transactions with respect to our directors or executive officers; • reviewing with management, our major financial risk exposures and the steps being taken to monitor and control them as well as our guidelines and policies with respect to risk assessment and risk management and overall antifraud programs and controls; • directing and supervising any special investigations into matters which may come within the scope of the Audit Committee’s duties; and • other matters required by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, the Public Company Accounting Oversight Board, the SEC, the NYSE and other similar bodies or agencies which could have an effect on our consolidated financial statements. Pursuant to its charter, the Audit Committee has the authority to engage and terminate such legal counsel and other consultants and advisors as it deems appropriate to carry out its functions, including the sole authority to approve the fees and other terms of retention of such legal counsel and other consultants and advisors. At least annually, the Audit Committee evaluates its performance, reviewing and assessing the adequacy of its charter and recommending any proposed changes to the full Board, as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices. The Audit Committee met four times during fiscal 2025. The Audit Committee’s report relating to fiscal 2025 is located in the “Audit Committee Matters” section in this Proxy Statement. Compensation Committee The Board has determined that each member of the Compensation Committee qualifies as an independent director under NYSE Rules. The Board has also determined that each member of the Compensation Committee satisfies the additional independence standards for members of a compensation committee under NYSE Rules. All members of the Compensation Committee also qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. The Compensation Committee’s charter sets forth the duties and responsibilities of the Compensation Committee, which include: • discharging the Board’s responsibilities relating to compensation of our CEO and executive officers, including reviewing and approving the compensation philosophy, strategies, policies, objectives and guidelines for our executive officers; reviewing and approving, if it has been deemed appropriate, our peer group companies and data sources for purposes of evaluating our compensation competitiveness and establishing the appropriate competitive positioning of the levels and mix of compensation elements;
Certain Defined Terms and Abbreviations
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Certain Defined Terms and Abbreviations
reviewing and approving corporate goals and objectives, including performance goals, relevant to CEO and executive officer compensation and evaluating the performance of the CEO and executive officers in light of the approved corporate goals and objectives; reviewing and approving the metrics used for determining payouts under cash-based and equity-based incentive programs; • setting the compensation of the CEO and other executive officers, including the amount and types of compensation; • preparing, producing, reviewing and/or discussing with management, as appropriate, such reports and other information required by applicable laws, rules, regulations or other standards with respect to executive and director compensation, including those required for inclusion in our proxy statement and/or Annual Report on Form 10-K; • providing recommendations to the Board on Company-sponsored compensation-related proposals to be considered at our annual shareholder meetings, including the advisory vote on the compensation of our named executive officers and the frequency of that advisory vote, and reviewing and considering the results of such votes; • reviewing, and advising the Board with respect to, Board compensation; • administering our equity-based incentive compensation plans, other executive incentive compensation programs, and any other plans and programs which the Board designates; • reviewing and discussing with management, our compensation risk management disclosures required by SEC Rules relating thereto; • reviewing and making recommendations to the Board regarding the creation or revision of any clawback or similar policy allowing us to recover erroneously awarded incentive-based compensation paid to executive officers; • in consultation with the Nominating and Governance Committee, reviewing, evaluating and making recommendations to the Board concerning shareholder proposals relating to executive and/or director compensation issues and our responses thereto; • reviewing and discussing with management, our human capital management activities, including matters relating to talent management and development, talent attraction and retention, employee engagement, equity and inclusion; and • carrying out such other roles and responsibilities as the Board may designate or delegate to the Compensation Committee. The Compensation Committee’s processes and procedures to determine executive compensation, including the use of compensation consultants and the role of executive officers in the executive compensation decision-making process, are described in the “Executive Compensation — Compensation Discussion and Analysis — Role of the Compensation Committee” and “Executive Compensation — Compensation Discussion and Analysis — Executive Compensation Philosophy and Objectives” sections of this Proxy Statement. Pursuant to its charter, the Compensation Committee has sole authority to retain and terminate any compensation consultant, legal counsel or other advisor, as the Compensation Committee deems appropriate to assist the Compensation Committee in the performance of its duties, including the sole authority to approve the fees and other terms and conditions of retention. Prior to any such retention, the Compensation Committee assesses any factors relevant to such consultant’s, legal counsel’s or advisor’s independence from management, including the factors specified in the NYSE Rules, to evaluate whether the services to be performed will raise any conflict of interest or compromise the independence of such consultant, legal counsel or advisor. The Compensation Committee periodically reviews and reassesses the adequacy of its charter and recommends any proposed changes to the full Board, as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices. The Compensation Committee evaluates its performance at least annually.
Certain Defined Terms and Abbreviations
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Certain Defined Terms and Abbreviations
The Compensation Committee met two times during fiscal 2025. The Compensation Discussion and Analysis regarding compensation for the NEOs and the Compensation Committee Report are located in the “Executive Compensation” section in this Proxy Statement. Nominating and Governance Committee The Board has determined that each member of the Nominating and Governance Committee qualifies as an independent director under NYSE Rules. Under the terms of its charter, the Nominating and Governance Committee is to: • develop and periodically review principles of corporate governance, embody such principles in the Corporate Governance Guidelines and recommend the Corporate Governance Guidelines to the Board for its approval; • review our Amended Articles of Incorporation, our Code of Regulations and the Corporate Governance Guidelines and recommend to the Board any changes deemed appropriate; • review the procedures and communication plans for our shareholder meetings and ensure that required information regarding the Company is adequately presented; • review and make recommendations to the Board regarding (a) the composition and size of the Board in order to ensure that the Board has the proper expertise and its membership consists of persons with sufficiently diverse backgrounds, (b) the criteria for the selection of Board members and Board committee members, and (c) Board policies on age and term limits for Board members; • plan for continuity on the Board as existing Board members leave the Board; • with the participation of the Chairman of the Board, identify and recruit candidates for Board membership, evaluate Board candidates recommended by shareholders and arrange for appropriate interviews and inquiries into the qualifications of the candidates; • identify and recommend individuals to be nominated for election as directors by the shareholders and to fill vacancies on the Board; • with the Compensation Committee, provide for a review of succession plans for the Chairman of the Board in the case of resignation, retirement or death; • evaluate the performance of current Board members proposed for re-election, and recommend to the Board whether such members of the Board should stand for re-election; oversee an annual evaluation of the Board as a whole; conduct an annual evaluation of the Nominating and Governance Committee; oversee the evaluation of the other Board committees and provide guidance with respect to the evaluation of management; • with the Chairman of the Board and the CEO, periodically review the charter and composition of each Board committee and make recommendations to the Board as to changes in charters and the creation of additional committees; • with the Chairman of the Board and the CEO, recommend to the Board individuals to be chairs and members of Board committees, so that each Board committee is comprised of members with the appropriate experience, qualifications, skills and attributes for the tasks of the committee; and • in coordination with other committees of the Board, oversee our corporate social responsibility programs and goals, and our progress toward achieving those goals. To the extent not otherwise delegated to the Audit Committee, the Nominating and Governance Committee is also to: • review the relationships between us and each director, whether direct or as a partner, officer (or holder of a similar position) or equity owner of an organization that has a relationship with us, for conflicts of interest (all members of the Board are required to report any such relationships to our General Counsel); address actual and potential conflicts of interest a Board member may have and issue to the Board member having an actual or potential conflict of interest instructions on how to conduct himself/herself in matters before the Board which may pertain to such an actual or potential conflict of interest; and
Certain Defined Terms and Abbreviations
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Certain Defined Terms and Abbreviations
make appropriate recommendations to the Board concerning determinations necessary to find a director to be an independent director. The Nominating and Governance Committee periodically reviews and assesses the adequacy of its charter and recommends any proposed changes to the full Board, as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices. The Nominating and Governance Committee evaluates its performance at least annually. The Nominating and Governance Committee met four times during fiscal 2025. Executive Committee The Executive Committee acts in place of, and on behalf of, the Board in the intervals between meetings of the Board. The Executive Committee has all of the authority of the Board, other than the authority (a) to fill vacancies on the Board or on any committee of the Board, (b) to amend our Code of Regulations, (c) that has been delegated by the Board exclusively to other committees of the Board, and (d) that NYSE Rules, applicable law or our governing documents do not permit to be delegated to a committee of the Board. Board’s Role in Risk Oversight Our management is principally responsible for defining, identifying and assessing the various risks we face, formulating enterprise risk management policies and procedures and managing our risk exposures on a day-to-day basis. A risk committee, comprised of senior executives, directs this process. Management provides an annual risk assessment to the Board, with quarterly updates. The Board’s responsibility is to oversee our risk management processes by understanding and evaluating management’s identification, assessment and management of our critical risks. The Board as a whole has responsibility for this risk oversight, assisted by the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. Areas of focus include strategic, operational, liquidity, market, financial, reporting, succession, compensation, compliance, privacy, information security, cybersecurity, business conduct, health and safety, environmental, social, governance and other risks. The Audit Committee has primary responsibility for overseeing cybersecurity matters, receiving quarterly updates from the chief information officer and the chief information security officer on the performance and enhancements of the cybersecurity program. Additionally, the Audit Committee is tasked with oversight of financial, reporting and compliance risk management, along with our overall enterprise risk management program (including risks related to privacy, information security, cybersecurity, artificial intelligence, business conduct, health and safety, compliance, environmental and social matters). The Compensation Committee is tasked with oversight of compensation risk management. The Nominating and Governance Committee manages risks associated with corporate governance, Board composition, and the performance of the Board, its committees and directors. The Board as a whole oversees all other risk management.
Certain Defined Terms and Abbreviations
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Certain Defined Terms and Abbreviations
Transactions With Certain Related Persons Review, Approval or Ratification of Transactions with Related Persons As described in the Code of Conduct, conflicts of interest can arise when an employee’s or a director’s personal or family relationships, financial affairs, an outside business involvement or any other private interest may adversely influence the judgment or loyalty required for performance of his or her duties to us. In cases where there is an actual or even the appearance of a conflict of interest, the individual involved is required to notify his or her manager, our human resources department, our legal department or our Ethics Officer. The manager will then consult with our human resources department, legal department or Ethics Officer, as appropriate. The Code of Conduct provides that any action or transaction in which the personal interest of an executive officer or a director, or a member of an executive officer’s or director’s immediate family, may be in conflict with our interest is to be reported to the Audit Committee. The Audit Committee must investigate and, if it is determined that such action or transaction would constitute a violation of the Code of Conduct, the Audit Committee is authorized to take any action it deems appropriate. The RPT Policy, which supplements the Code of Conduct provisions addressing conflicts of interest, addresses our policy with respect to related person transactions. The RPT Policy was adopted by the Board and is administered by the Audit Committee and our General Counsel. The RPT Policy applies to any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we participate, directly or indirectly, and a related person has, had or will have a direct or indirect material interest. Under the RPT Policy, a “related person” is any person: • who is or was our executive officer, director or director nominee, or an immediate family member of any such individual; or • who is or was the beneficial owner of more than 5% of our outstanding common shares, or an immediate family member of any such individual. All related person transactions are to be brought to the attention of management who will then refer each matter to our General Counsel and the Audit Committee. Each director, director nominee or executive officer must notify our General Counsel in writing of any interest that such individual or an immediate family member of such individual has, had or may have, in a related person transaction. In addition, any related person transaction proposed to be entered into by us must be reported to our General Counsel by the employee who has authority over the transaction. On an annual basis, our directors, director nominees and executive officers must complete a questionnaire designed to elicit information about existing and potential related person transactions. Any potential related person transaction that is raised will be analyzed by our General Counsel, in consultation with management and with outside counsel, as appropriate, to determine whether the transaction, arrangement or relationship does, in fact, qualify as a related person transaction requiring review by the Audit Committee under the RPT Policy. Under the RPT Policy, all related person transactions (other than those deemed to be pre-approved or ratified under the terms of the RPT Policy) will be referred to the Audit Committee for approval (or disapproval), ratification, revision or termination. Whenever practicable, a related person transaction is to be reviewed and approved or disapproved by the Audit Committee prior to the effectiveness or consummation of the transaction. If our General Counsel determines that advance consideration of a related person transaction is not practicable, the Audit Committee will review and, in its discretion, may ratify the transaction at the Audit Committee’s next meeting. However, our General Counsel may present a related person transaction arising between meetings of the Audit Committee to the Chair of the Audit Committee who may review and approve (or disapprove) the transaction, subject to ratification by the Audit Committee at its next meeting if appropriate. If we become aware of a related person transaction not previously approved under the RPT Policy, the Audit Committee will review the transaction, including the relevant facts and circumstances, at its next meeting and evaluate all options available to us, including ratification, revision, termination or rescission of the transaction, and take the course of action the Audit Committee deems appropriate under the circumstances.
Certain Defined Terms and Abbreviations
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Certain Defined Terms and Abbreviations
No director may participate in any approval or ratification of a related person transaction in which the director or an immediate family member of the director is involved. The Audit Committee may only approve or ratify those transactions the Audit Committee determines to be in our best interest. In making this determination, the Audit Committee will review and consider all relevant information available to it, including: the terms (including the amount involved) of the transaction and the related person’s interest in the transaction and the amount of that interest; • the business reasons for the transaction and its potential benefits to us, and whether the transaction was undertaken in the ordinary course of our business; • whether the terms of the transaction are fair to us and no less favorable to us than terms that could be reached with an unrelated third party; • the impact of the transaction on the related person’s independence; and • whether the transaction would present an improper conflict of interest for any of our directors, director nominees or executive officers, taking into account the size of the transaction, the overall financial position of the related person, the direct or indirect nature of the related person’s interest in the transaction and the ongoing nature of any proposed relationship and any other factors the Audit Committee deems relevant. Any related person transaction previously approved or ratified by the Audit Committee or otherwise already existing that is ongoing in nature is to be reviewed by the Audit Committee annually. Under the terms of the RPT Policy, the following related person transactions are deemed to be pre-approved or ratified (as appropriate) by the Audit Committee even if the aggregate amount involved would exceed $120,000: • interests arising solely from ownership of the common shares if all shareholders receive the same benefit on a pro rata basis (i.e., dividends); • compensation to an executive officer, as long as the executive officer is not an immediate family member of any of our executive officers or directors and the compensation has been approved by the Compensation Committee or is generally available to our employees; • compensation to a director for services as a director if the compensation is required to be reported in our proxy statements; • interests deriving solely from a related person’s position as a director of another entity that is a party to the transaction; • interests deriving solely from the related person’s direct or indirect ownership of less than 10% of the equity interest (other than a general partnership interest) in another person which is a party to the transaction; and • transactions involving competitive bids. In addition, the Audit Committee will presume that the following transactions do not involve a material interest: • transactions in the ordinary course of business with an entity for which a related person serves as an executive officer, provided (i) the affected related person did not participate in our decision to enter into the transaction, and (ii) the aggregate amount involved in any related category of transactions in a 12-month period is not greater than the least of (a) $1,000,000, or (b) 2% of the other entity’s consolidated gross revenues for such other entity’s most recently completed fiscal year, or (c) 2% of our consolidated gross revenues for our most recently completed fiscal year; • donations, grants or membership payments to non-profit organizations, provided (a) the affected related person did not participate in our decision to make such payments, and (b) the aggregate amount in a 12-month period does not exceed the lesser of $500,000 or 1% of the non-profit organization’s consolidated gross revenues for its most recently completed fiscal year; and our use of facilities (such as dining facilities and clubs) if the charges for such use are consistent with charges paid by unrelated third parties and are fair, reasonable and consistent with those for similar services available at similar facilities.
Certain Defined Terms and Abbreviations
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Certain Defined Terms and Abbreviations
Transactions with Related Persons We are a party to certain agreements relating to the rental of aircraft to and from JMAC, which is owned by John P. McConnell and members of his family, and of which our director John H. McConnell II is its Chairman of the Board, and JMAC’s subsidiary, JMAC Air. John P. McConnell is our largest shareholder and the father of John H. McConnell II. Under agreements with JMAC and JMAC Air, we may lease aircraft owned by JMAC Air as needed for a rental fee per flight and JMAC may lease aircraft operated by us, on a per-flight basis, when we are not using the aircraft. We also make our pilots available to JMAC Air for a per-day charge. The rental fees paid to us under the per-flight rental agreements are set based on FAA regulations. We believe the rental fees set in accordance with such FAA regulations for fiscal 2025 exceeded the direct operating costs of the aircraft for such flights. Also, based on quotes from unrelated third parties for similar services, we believe that the rental rates paid to JMAC Air are no less favorable to us than those that could be obtained from unrelated third parties. For fiscal 2025, we had no rental payments due under the JMAC Air lease agreement and received $100,323 from JMAC for airplane rental and pilot services. During fiscal 2025, we, directly or indirectly through business expense reimbursement, paid approximately $266,179 to the Club, a private golf club owned by the McConnell family. We use the Club’s facilities for corporate functions and meetings, and for meetings and entertainment for our customers, suppliers and other business associates. Amounts charged to us by the Club are no less favorable to us than those that are charged to unrelated members of the Club for the same type of use. During fiscal 2025, we, directly or indirectly through business expense reimbursement, paid approximately $155,399 to the Columbus Blue Jackets, a National Hockey League team of which John P. McConnell is the majority owner, for suite expenses, game tickets and special event tickets, often used in connection with meetings and entertainment for customers, suppliers and other business associates, at prices no less favorable to us than those charged to unrelated third parties. We have also contributed suite use and tickets for charitable purposes. For fiscal 2025, as a non-employee director, John H. McConnell II received, consistent with our standard non-employee director compensation program, a cash retainer fee of $95,000 and an equity award valued at $132,231. We and John H. McConnell II have entered into our standard indemnification agreement for directors. As previously reported in connection with the consummation of the Separation, we entered into several agreements with WS on November 30, 2023 that, among other things, provide a framework for our relationship with WS after the Separation, including a Separation and Distribution Agreement, a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement, a Trademark License Agreement, a WBS License Agreement and a Steel Supply and Services Agreement. Given that John P. McConnell is the largest shareholder of WS, John H. McConnell II is a director of WS, and John B. Blystone is the Executive Chairman of WS, we have opted to treat WS as a related party and have evaluated our transactions with WS accordingly. The Separation and Distribution Agreement sets forth our agreements with WS regarding the principal actions taken in connection with the Separation, and primarily identifies assets transferred, liabilities assumed and contracts allocated to each of WS and us as part of the Separation. As is customary in such agreements, pursuant to the Separation and Distribution Agreement, we agreed to reimburse WS to the extent that WS incurred an expense for our benefit, and WS agreed to reimburse us to the extent that we incurred an expense for the benefit of WS. Such reimbursements were generally related to the parties’ consummation of the Separation and the associated transition of employees, utilities and other assets from one party to the other. All such reimbursements occurred at the actual amount of the expense incurred without any additional amount added. During fiscal 2025, we paid WS approximately $1,475,426 as reimbursement for expenses incurred by WS for our benefit, and WS paid us approximately $2,063,249 as reimbursement for expenses incurred by us for the benefit of WS.
Certain Defined Terms and Abbreviations
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Certain Defined Terms and Abbreviations
Pursuant to the Transition Services Agreement, WS and we will provide each other various services on a transitional basis. The transition services include various services and functions, many of which use a shared technology platform, including human resources, payroll and certain information technology services. The charges for the transition services are generally expected to allow the providing company to fully recover all internal and external costs and expenses it actually incurs in connection with providing the service (including a reasonable allocation of overhead) and are based on pass-through billing, percent of use billing or fixed fee monthly billing. For fiscal 2025, we paid an aggregate amount of $76,555 to WS for services provided under the Transition Services Agreement and received $670,814 from WS for services we provided. Pursuant to the Steel Supply and Services Agreement, WS manufactures and supplies us with certain flat rolled steel products ordered by us from time to time, and provides us with certain related support services such as design, engineering/technical services, price risk management, scrap management, steel purchasing, supply chain optimization and product rework services, and other services at our request that are ancillary to the supply of products. We purchase the products and services at prices calculated based on an arm’s length pricing mechanism specified in the Steel Supply and Services Agreement. For fiscal 2025, we paid an aggregate amount of $113,400,000 to WS for the products and services provided under the Steel Supply and Services Agreement. We also paid WS $1,782,066 for supplemental technical, laboratory, and machine shop services in fiscal 2025. For fiscal 2025, no financial transactions with WS took place with respect to the Tax Matters Agreement, the Employee Matters Agreement, the Trademark License Agreement or the WBS License Agreement. As a part of the Separation, we also entered into a series of real estate agreements with WS, pursuant to which we lease office space to WS, we lease warehouse space from WS, and share the maintenance, security and other related costs of access roads and other shared spaces on our manufacturing campus in Columbus, Ohio. All remuneration set forth in such agreements is intended to be fair market value and was negotiated in arm’s length transactions. For fiscal 2025, we paid an aggregate amount of $303,120 to WS pursuant to such agreements and received $4,642,283 from WS under the same. We are also a party to certain agreements relating to the joint ownership of aircraft with WS, pursuant to which we operate and maintain the aircraft and WS reimburses us for its portion of the cost of doing so. During fiscal 2025, WS paid us approximately $1,364,176 as reimbursement for the aircraft ownership, operating and maintenance expenses incurred by us for the benefit of WS.
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| 26 | 2025 Proxy Statement • Transactions with Certain Related Persons | |
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Proposal 1: Election of Directors We currently have 12 directors – four in the class whose terms expire at the Annual Meeting; four in the class whose terms expire at the 2026 Annual Meeting; and four in the class whose terms expire at the annual meeting of shareholders in 2027. The Board proposes that the four director nominees named in the following summary, each of whom was unanimously recommended by the Nominating and Governance Committee, be elected as directors at the Annual Meeting. Each individual elected as a director at the Annual Meeting will hold office for a three-year term, expiring at the annual meeting of shareholders in 2028, and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal from office. The individuals named as proxy holders in the proxy card solicited by the Board intend to vote the common shares represented by the proxies received under this solicitation for the Board’s nominees, unless otherwise instructed on the proxy card. If any nominee becomes unable to serve or for good cause will not serve as a candidate for election as a director, the individuals designated to vote the proxies will have full discretion to vote the common shares represented by the proxies they hold for the election of the remaining nominees and for the election of any substitute nominee designated by the Board. The Board has no reason to believe that any of the Board’s nominees will be unable to serve or for good cause will not serve as a director if elected. Information Concerning Nominees and Continuing Directors The information set forth in the following summary, concerning the age, principal occupation, other affiliations and business experience of each director has been furnished to us by such director as of the Record Date. Except where otherwise indicated, each director has had the same principal occupation for the last five years. There are no family relationships among any of our current directors, director nominees and executive officers.
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| | 2025 Proxy Statement • Proposal 1: Election of Directors | 27 |
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Nominees Standing for Election to the Board at the 2025 Annual Meeting
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| Kerrii B. Anderson | Age 68 | Director since 2010 | | Kerrii B. Anderson has served continuously as a director of the Company since September 2010 and is the chair of the Audit Committee and a member of the Compensation Committee and the Executive Committee. Ms. Anderson has been a private investor and board advisor since September 2008. Prior to that time, she served as CEO and President of Wendy’s International, Inc. (now known as The Wendy’s Company), a restaurant operating and franchising company, from November 2006 until September 2008 when that company merged with a subsidiary of Triarc Companies, Inc. to form Wendy’s/Arby’s Group, Inc. She served as a director of Wendy’s International, Inc. from 2001 until September 2008, and as Wendy’s Interim CEO and President from April to November 2006 and as its Executive Vice President and CFO from 2000 to April 2006. Previously, Ms. Anderson served as Senior Vice President and CFO of M/I Schottenstein Homes, Inc. (now known as M/I Homes, Inc.), a builder of single-family homes, from 1987 to 2000. Ms. Anderson has served as a member of the board of directors of Labcorp Holdings, Inc. since May 2006, where she is member of its Audit Committee and a member of its Nominating and Board Governance Committee. She joined the board of directors of Abercrombie & Fitch Co. in February 2018 and is the Chair of its Audit and Finance Committee and serves on the Nominating and Governance Committee. She also joined the board of directors of The Sherwin-Williams Company in April 2019 and has chaired its Compensation and Management Development Committee since April 2021, where she is Chair of the Compensation and Management Development Committee and a member of the Nominating and Corporate Governance Committee. Previously, she served as a member of the board of directors of Chiquita Brands International, Inc. from 2009 to January 2015, including service as Chairwoman of the Board from October 2012 to January 2015, as Chair of its Nominating and Governance Committee and as a member of its Audit Committee until January 2015 when Chiquita was acquired by Cutrale-Safra Group and became a private company; and as a member of the board of directors of P. F. Chang’s China Bistro, Inc. from 2009 until July 2012 when P.F. Chang’s was acquired by Wok Acquisition Corp. Ms. Anderson chairs the Finance Committee of The Columbus Foundation and is a member of the OhioHealth Corporation Executive Compensation Committee. She is a Certified Public Accountant and qualifies as an “audit committee financial expert”, as defined by SEC Rules, given her experience as a CEO and CFO of other large, publicly traded companies. Ms. Anderson received a B.A. from Elon University and a Master of Business Administration from the Duke University Fuqua School of Business. Ms. Anderson’s extensive corporate governance experience through her service on other public company boards, her extensive experience in accounting and financial reporting and analysis, strong record of leadership in operations and strategy, and prior experience as a CEO of a public company and CFO of several public companies, in addition to other public company board service, make Ms. Anderson a valuable asset to the Board and its various committees, and well qualified to continue to serve on the Board. Ms. Anderson also received the NACD CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University. | | |
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| David P. Blom | Age 71 | Director since 2019 | | David P. Blom has served continuously as a director of the Company since June 2019 and is the chair of the Nominating and Governance Committee and a member of the Audit Committee. Mr. Blom served as President and CEO of OhioHealth Corporation, a not-for-profit, healthcare system in central Ohio, from March 2002 until his retirement in June 2019. Mr. Blom previously served as President of OhioHealth’s central Ohio hospitals – Grant Medical Center, Riverside Methodist Hospital and Doctors Hospital – while also serving as Executive Vice President and Chief Operating Officer of OhioHealth. Mr. Blom currently serves as a member of the board of directors for several organizations, including Healthy Roster since 2017, Vizient Inc. since 2011, Methode Electronics since 2019 and Kimball Midwest Advisory Council since 2015. Mr. Blom previously served on the board of directors of The Columbus Foundation from 2011 to 2017 and the board of directors of Dominion Homes, Inc. from 2006 to 2009. Mr. Blom holds a Master of Health Services Administration in Healthcare Administration from George Washington University, and a Bachelor of Arts in Business Administration from The Ohio State University. Mr. Blom has a track record of achievement and a solid understanding of complex issues, particularly those facing healthcare delivery. He has expertise in leading strategic initiatives, managing and developing human capital, improving profitability, and improving quality of care and customer experience, which enables him to bring a unique and valuable perspective to the Board, and makes him well qualified to continue to serve on the Board. | | |
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| 28 | 2025 Proxy Statement • Proposal 1: Election of Directors | |
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| Paul G. Heller | Age 61 | Director since 2023 | | Paul G. Heller has served continuously as a director of the Company since December 2023 and is a member of the Audit and Compensation Committees. He retired in March 2024 as senior Executive Vice President and Chief Technology and Operations Officer at Huntington Bancshares Incorporated where he led the bank’s information technology, payments, cyber security, digital, corporate operations and customer contact center initiatives. Prior to joining Huntington in 2012, Mr. Heller was the managing director for the corporate internet group at JP Morgan Chase. Mr. Heller is an active member of the Central Ohio community, serving as a member of the Board of Trustees for the Center of Science and Industry (COSI), an Endowment Board member at Saint Charles Preparatory School and member of the board of directors of The Ohio State University’s CampusParc. Mr. Heller earned a Bachelor of Science in Finance from Miami University and a Master of Business Administration from The Ohio State University Fisher School of Business. Mr. Heller's knowledge and depth of experience in technology, strategic matters, financial analysis and risk management make him well qualified to continue to serve on the Board. | | |
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| Billy R. Vickers | Age 67 | Director since 2023 | | Billy R. Vickers has served continuously as a director of the Company since December 2023 and is a member of the Nominating and Governance Committee. He is President and CEO Modular Assembly Innovations, LLC (“MAI”). One of the largest minority-owned businesses in the country, MAI is the parent company of Great Lakes Assemblies, Gulf Shore Assemblies, Indiana Assemblies and North American Assemblies. These locations span four states, employ approximately 400 associates and generate more than $1.2 billion in revenue. Mr. Vickers holds a Bachelor of Science in Animal Science from North Carolina State University and has completed the Kellogg Advance Management Education Program at Northwestern University. Mr. Vickers began his manufacturing career at Ironton Castings in Ironton, Ohio and went on to earn various leadership roles and achieve successful entrepreneurial pursuits throughout his more than 35-year career. Mr. Vickers also serves on the Boards of Directors for the Nationwide Children's Hospital Foundation, Fifth Third Bank Advisory Board and A Kid Again National Office and is a member of the Columbus Partnership, the Ohio Manufacturers’ Association and the Federal Reserve Bank of Cleveland, Columbus Advisory Council. Mr. Vickers' knowledge and depth of experience in manufacturing, leading strategic initiatives, managing and developing human capital, and improving performance and profitability make him well qualified to continue to serve on the Board. | | |
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Directors Whose Terms Continue Until the 2026 Annual Meeting of Shareholders
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| Michael J. Endres | Age 77 | Director since 1999 | | Michael J. Endres, currently serving as Lead Director, has served continuously as a director of the Company since 1999 and is the chair of the Compensation Committee and a member of the Executive Committee. Mr. Endres serves as Senior Advisor to Stonehenge Partners, Inc., a private equity investment firm he co-founded in August 1999. His duties include, among other things, providing advice related to specific company financial characteristics, balance sheet and income statement analysis, as well as industry growth rates and trends, and managing the acquisition and disposition of the firm’s investments. Mr. Endres served as a director of Huntington Bancshares Incorporated from April 2003 to April 2018. Mr. Endres served as a director of W.W. Williams Company, a diversified aftermarket parts and service provider to the commercial vehicle and equipment markets, from October 2011 to 2016, and formerly served as a director of TRI-W Group (successor to W.W. Williams Company). He has been a director and Chairman of Conterra AG, a real estate finance company, since 2014; and Calibre Group LLC, an industrial-focused private equity firm, since 2015. Mr. Endres served as a director of Tim Hortons Inc. from 2006 until December 2014 (when it was acquired by Restaurant Brands International), where he was Chair of its Audit Committee and a member of its Executive Committee. Mr. Endres received a Bachelor of Science from Miami University. Mr. Endres has a depth of experience in equity investing, business development, strategic initiatives and acquisitions, financial analysis, leadership and management, and is a director of various companies, which makes him well suited to continue to serve on the Board. | | |
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| | 2025 Proxy Statement • Proposal 1: Election of Directors | 29 |
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| Ozey K. Horton, Jr. | Age 74 | Director since 2011 | | Ozey K. Horton, Jr. has served continuously as a director of the Company since 2011 and is a member of the Compensation Committee and the Nominating and Governance Committee. He is an independent advisor and serves as Director Emeritus of McKinsey & Company, a management consulting firm, from which he retired in February 2011. Prior to that time, Mr. Horton served as a Director of McKinsey & Company from 1981 through February 2011. Prior to his service with McKinsey & Company, Mr. Horton had early career experiences in manufacturing, corporate development and project engineering. Mr. Horton has served as a director of Louisiana-Pacific Corporation, a global leader in engineered wood products, since September 2016 where he serves as a member of its Finance & Audit Committee and its Nominating and Corporate Governance Committee. In 2018, he became a director of ArborGen Holdings Limited, a producer of genetic tree seedling products. Mr. Horton serves on the Dabbagh Group Holding Co. Ltd. Advisory Board. He also serves as a member of the MUSC Hollings Cancer Center Advisory Board, and the Liberty Fellows Senior Advisor Group. He formerly served as a member of the Metso Corporation Board, the Board of the Spoleto Festival, USA and the Board of Visitors of the Pratt School of Engineering/Duke University. Mr. Horton has extensive experience working in Europe, South America, India and Asia. Mr. Horton has a Bachelor of Science in Engineering in civil and environmental engineering from Duke University and a Master of Business Administration from the Harvard Business School. Over the years, Mr. Horton led numerous initiatives in corporate growth, strategy, mergers and acquisitions, and performance improvement for global clients across a range of industries — especially in the basic industrials space (such as metals and mining; pulp, paper and packaging; chemicals; and energy). He has also led several practices within McKinsey & Company: as founder of the global pulp, paper, and packaging practice; co-leader of the global basic materials practice; and leader of the global operations practice within the energy and materials sector. Mr. Horton’s wide-ranging experience working with manufacturing and other companies, both domestically and globally, provides unique expertise to the Board, and all of the attributes described above make him well suited to continue to serve on the Board. | | |
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| Brantley J. Standridge | Age 49 | Director since 2025 | | Brantley J. Standridge has served continuously as a director of the Company since March 2025 and is a member of the Compensation Committee. Mr. Standridge is senior executive vice president at Huntington Bancshares Incorporated and president of its Consumer and Regional banking operations. He is responsible for Huntington’s personal, private and business banking portfolio, including branch banking, business banking, community development, consumer finance (consumer lending, mortgage and vehicle finance), customer solution center, digital enterprise marketing, enterprise brand, insurance, multicultural banking, regional banking and wealth management. Mr. Standridge is also responsible for all corporate marketing activities, including branding, and the segment’s product groups, deposits, digital strategies as well as risk management. From December 2019 to March 2022, Mr. Standridge served as chief retail community banking officer at Truist, a position he assumed upon the closing of the merger between BB&T Corporation and SunTrust Banks, Inc. Mr. Standridge’s previous roles at Truist and its predecessors include more than five years as a member of the executive leadership team, with responsibility for a variety of diverse businesses, including retail banking, indirect auto finance, equipment finance, mortgage and commercial mortgage banking. In addition, Mr. Standridge served eight years as regional president for BB&T in Baltimore, Atlanta and Dallas. Additionally, he currently serves on the board of the Consumer Bankers Association. Mr. Standridge earned a bachelor’s degree in business administration from the University of Georgia and an MBA from Emory University. Mr. Standridge’s experience in strategic initiatives and acquisitions, financial analysis, leadership and management, consumer businesses, and as an executive officer of a public company make him well qualified to continue to serve on the Board. | | |
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| Virgil L. Winland | Age 77 | Director since 2023 | | Virgil L. Winland has served continuously as a director of the Company since December 2023 and is a member of the Nominating and Governance Committee. Mr. Winland retired from his position as Senior Vice President of Manufacturing at the Company in 2021 after 50 years of service. Mr. Winland was employed at Lennox Industries when the Company acquired its cylinders business in 1971. After various roles with the legacy pressure cylinders division, he became Vice President of Manufacturing in 1985 and Group Vice President of Worthington Cylinders in 1995. Two years later, Mr. Winland became Group President of Worthington Cylinders. Mr. Winland was named Senior Vice President of Manufacturing for the Company in 2001, where he was responsible for coordinating best practices throughout all business units, drove cost reduction efforts and worked to assess, develop and monitor manufacturing plants across the Company. Mr. Winland’s knowledge and depth of experience in manufacturing, leading strategic initiatives, managing and developing human capital, and the Company’s history and Philosophy make him well qualified to continue to serve on the Board. | | |
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| 30 | 2025 Proxy Statement • Proposal 1: Election of Directors | |
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Directors Whose Terms Continue Until the 2027 Annual Meeting of Shareholders
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| John B. Blystone | Age 72 | Director since 1997 | | John B. Blystone has served continuously as Chairman of the Board of the Company in December 2023 and is the chair of the Executive Committee. He served as our Executive Chairman from September 2023 through November 2023 and as our Lead Independent Director from January 2007 until September 2023. Mr. Blystone has served as the Executive Chairman of the Board of WS since the Separation in December 2023. Mr. Blystone served as Chairman of the Board, President and CEO of SPX Corporation, a global provider of technical products and systems, industrial products and services, flow technology, cooling technologies and services and service solutions, from December 1995 to December 2004, when he retired. From 1991 to 1995, Mr. Blystone served in various managerial and operating roles with General Electric Company. Mr. Blystone served as Chairman of the Board of Freedom Group, Inc., which manufactures and markets firearms, ammunition and related products, from August 2010 to March 2012. Mr. Blystone serves as a director for Blystone Consulting, LLC and as General Partner of Blystone Capital Partners. Mr. Blystone graduated from the University of Pittsburgh with a Bachelor of Arts in Mathematics and Economics. Mr. Blystone has extensive business experience in managing and operating both domestic and international operations, including as a chief executive officer of a large public company. He has expertise in acquisitions, financial and business analysis, and in generally managing issues that face a large public company. In addition to the experiences and skills previously noted, Mr. Blystone’s business acumen, his long service on the Board, and his collegial style and leadership resulted in his election as the Chairman of the Board and make him well qualified to continue to serve as a director. | | |
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| Mark C. Davis | Age 65 | Director since 2011 | | Mark C. Davis has served continuously as a director of the Company since 2011 and is a member of the Audit Committee. Mr. Davis is a private investor and the CEO of Lank Acquisition Corp., which invests in minority and majority positions in public and private companies. Prior to forming Lank Acquisition Corp. in 2007, Mr. Davis spent 20 years in a variety of senior investment banking positions. From 1996 to 2003, Mr. Davis was a senior executive at JPMorgan Chase where he began as Head of the Merger and Acquisition Group. He became Head of General Industry Investment Banking in 2000 and was also Co-Head of Investment Banking Coverage which comprised all of JPMorgan Chase’s corporate clients, and was named Vice Chairman of Investment Banking in 2002. Mr. Davis holds a Master of Business Administration from the Tuck School of Business and a Bachelor of Arts from Dartmouth College. Mr. Davis’ financial knowledge and depth of experience in equity investing, strategic matters, acquisitions, financial analysis and investment banking make him well qualified to continue to serve on the Board, and qualify him as an “audit committee financial expert”, as defined by SEC Rules. | | |
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| Joseph B. Hayek | Age 53 | Director since 2024 | | Joseph B. Hayek has served as President and Chief Executive Officer of the Company since November 1, 2024 and a member of the Executive Committee. Mr. Hayek served as Executive Vice President and Chief Financial and Operations Officer of Worthington Enterprises from December 2023 to November 2024 and Vice President and Chief Financial Officer from November 2018 to November 2023. Mr. Hayek served as Vice President and General Manager of our oil and gas equipment business unit from March 2017 to November 2018. From April 2014 to March 2017, Mr. Hayek served as Worthington Enterprises’ Vice President – Mergers & Acquisitions and Corporate Development. Prior to joining us, Mr. Hayek served as President of Sarcom, Inc. (n/k/a PCM Sales, Inc.), a value-added IT solutions provider and the largest division of PCM, Inc. Prior to PCM, Mr. Hayek spent 10 years in investment banking with Raymond James and Wachovia. Mr. Hayek currently serves on the boards of advisors of ODW Logistics Inc. and The Fishel Company, and is a member of the board of Catholic Social Services. He previously served on the board of trustees of the Community Shelter Board. Mr. Hayek earned his bachelor’s degree from Miami University and Master of Business Administration from the Fuqua School of Business at Duke University where he was named a Rollins Scholar. Mr. Hayek’s depth of knowledge and experience in strategic matters, acquisitions, financial analysis, and improving performance and profitability make him well qualified to continue to serve on the Board. | | |
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| | 2025 Proxy Statement • Proposal 1: Election of Directors | 31 |
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| John H. McConnell II | Age 40 | Director since 2023 | | John H. McConnell II was appointed as a director of the Company in January 2023 and is a member of the Executive Committee. Mr. McConnell has served as the Chairman of the Board of JMAC, Inc., a private investment company, since September 2023. Mr. McConnell was Vice President, Global Business Development, of the Company's former Sustainable Energy Solutions business from June 2021 until December 2023. He also previously served as Business Director of the Company's North American High Pressure Vessels business from November 2019 to June 2021 and Product Manager of the Company's Life Support Technology products from June 2014 to November 2019. Mr. McConnell also held various roles with the Company from 2000 to 2012, and with the Columbus Blue Jackets, a National Hockey League team, from 2012 to 2014. Mr. McConnell holds a Bachelor of Arts in Strategic Communications and a Master of Business Administration from The Ohio State University. Mr. McConnell serves on the boards of the National Veterans Memorial and Museum, the Vice-Chairman of the Columbus Zoo and Aquarium and Nationwide Children's Hospital Foundation. Mr. McConnell's long association with the Company, the governance skills he has developed serving on various other boards, and the variety of roles in which he has served the Company and other organizations make him well qualified to continue to serve on the Board. In addition, as the Company’s largest shareholder, the McConnell family members have a strong interest in the continuing success of the Company and have always played an important role in the business. Mr. McConnell's participation on the Board ensures that commitment to successful stewardship continues. | | |
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Under Ohio law and our Code of Regulations, the four nominees for election to the Board receiving the greatest number of votes “FOR” their election will be elected as directors of the Company. Except in the case of broker non-votes, abstentions and votes “against” the election of one or more of the Board’s nominees, common shares represented by properly completed and timely received forms of proxy will be voted “FOR” the election of the Board’s nominees. Abstentions will not be counted toward the election of directors or the election of the individual nominees specified on the proxy card. Proxies may not be voted for more than four nominees.
OUR SHAREHOLDERS VOTE “FOR” THE
Anti-Hedging Policy We prohibit our directors, officers (including the NEOs) and other key employees from engaging in hedging transactions with respect to the common shares. Prohibited hedging transactions include short sales, transactions in publicly-traded options such as puts, calls or similar derivative securities, or financial instruments such as zero cost collars, prepaid variable forward contracts, equity swaps and exchange funds designed to or which have the effect of offsetting a decrease in the value of the common shares. We have not made this anti-hedging policy applicable to our employees in general. Stock Option Grant Timing Policy The Compensation Committee takes into account the timing of our disclosure of material nonpublic information when awarding stock options. Specifically, the Compensation Committee awards stock options at the close of the market on the second trading day following our release of quarterly earnings results, which the Compensation Committee believes is a sufficient amount of time for the public markets to absorb our quarterly earnings results. Accordingly, we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Consistent with this practice, during fiscal 2025, the Compensation Committee awarded stock options, including those awarded to the NEOs in the period beginning four business days before our filing of a periodic report on Form 10-K or Form 10-Q, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information (other than a current report on Form 8-K disclosing a material new stock option award under Item 5.02(e) of such Form 8-K), and ending one business day after the filing or furnishing of such report (the “Designated Periods”). Pursuant to SEC Rules, we are providing the following information relating to stock options awarded to NEOs in the Designated Periods occurring during fiscal 2025:
OUR SHAREHOLDERS VOTE “FOR” THE
(1) The grant date fair values shown in this column are computed in accordance with ASC 718 using the number of common shares underlying the award on the grant date and the closing price of the common shares on the grant date. (2) For the stock options issued on June 27, 2024, the closing market price prior to issuing the current report on Form 8-K on July 1, 2024 was $47.33 and the market price at the close of the following trading day was $45.18. For the stock options issued on September 27, 2024, the closing market price prior to issuing the current report on Form 8-K on October 1, 2024 was $41.45 and the market price at the close of the following trading day was $41.36. Compensation Philosophy Our basic philosophy has long been that employees should have a meaningful portion of their total compensation tied to performance and that we should use incentives which are intended to drive and reward strong performance. In furtherance of this philosophy, there is broad-based participation among our full-time, non-union employees in some form of incentive compensation program. These programs include cash profit sharing programs, which compute payouts based on a fixed percentage of profits, and annual and long-term incentive cash and equity programs that primarily tie compensation to our aggregate operating results or the operating results of the applicable segment. For any NEO who serves as a segment president, both segment performance and Corporate performance (i.e., our aggregate performance as opposed to segment performance) impact the compensation that such NEO may earn in connection with the annual bonus and the long-term performance awards. For fiscal 2025, Mr. Caravati, President of the Consumer Products segment, and Mr. Bowes, President of the Building Products segment, are the only NEOs whose incentive compensation was partially determined based on segment results. The fiscal 2025 bonus and long-term performance awards for the other NEOs were tied only to Corporate performance.
OUR SHAREHOLDERS VOTE “FOR” THE
Executive Compensation Philosophy and Objectives Our objectives with respect to executive compensation are to attract and retain highly-qualified executives, to align the interests of management with the interests of shareholders and to provide incentives, based primarily on our performance, for reaching established goals and objectives. To achieve these goals and objectives, the Compensation Committee has determined that total compensation for executives will exhibit the following characteristics: It will be competitive in the aggregate, using broad-based business comparators to gauge the competitive market; • It will be performance-oriented and highly-leveraged, with a substantial portion of the total compensation tied to performance; • It will align the interests of management and the interests of our shareholders; and • It will promote long-term careers with us. Our compensation program emphasizes performance-based compensation (pay-at-risk) that promotes the achievement of our short-term and long-term objectives. We believe it is appropriate to provide a balance between incentives for short-term performance and incentives for long-term profitability. Our executive compensation program, therefore, includes both an annual bonus program and a long-term incentive compensation program. We also believe it is appropriate for long-term incentives to have cash and equity-based components, which incentivize executives to drive our performance and align their interests with those of our shareholders. The individual components of executive compensation are discussed below. In fulfilling its responsibilities, the Compensation Committee annually reviews certain market compensation information with the assistance of its independent compensation consultant, WTW. This includes information regarding compensation paid to executives with similar responsibilities from the comparator group. A list of the entities in the comparator group is set forth on Appendix I to this Proxy Statement. The comparator group is comprised largely of public companies, maintained in the executive compensation database of WTW at the time the study is conducted, with median revenues of $5.0 billion. Changes in the comparator group occur as companies begin or cease participation in the database, due to a sale, merger or acquisition of the companies included or for other reasons. The Compensation Committee neither selects nor specifically considers the individual companies that are in the comparator group. For comparison purposes, due to variances in the size of the companies in the comparator group, regression analysis, which is an objective analytical tool used to determine the relationship between data, is used to adjust data to better align with our revenue size, which the Compensation Committee set at $1.9 billion for purposes of its analysis. The Compensation Committee believes that using this broad-based comparator group minimizes the effects of changes to the group due to changes in database participation, lessens the impact a single entity can have on the overall data, provides more consistent results and better reflects the market in which we compete for executive talent. During its review process, the Compensation Committee meets directly with its compensation consultant and reviews comparator group information with respect to salaries, bonuses and long-term incentive compensation programs. The Compensation Committee considers comparator group information provided by the compensation consultant as an important factor in determining the appropriate levels and mix of executive compensation. The salaries of the NEOs generally fall below market median comparables developed from the comparator group, although the actual base salaries of the NEOs vary from individual to individual and from position to position due to factors such as time in the position, performance, experience, internal equity and other factors the Compensation Committee deems appropriate. Bonus opportunities to be paid to the NEOs for achieving targeted levels of performance are generally above what the compensation consultant considers market median for annual bonuses because salaries are intentionally set below market median comparables. In generally setting long-term incentive compensation opportunities of the NEOs, the Compensation Committee regularly starts with the market median developed by the compensation consultant, and then makes adjustments the Compensation Committee deems appropriate. While comparator group information is a factor considered in setting compensation, where a specific NEO’s bonus opportunity and long-term incentive compensation fall relative to the market median developed from the comparator group will vary based upon internal equity and other factors listed in the preceding paragraph. Bonuses and long-term incentive compensation actually paid may vary significantly depending on performance during the applicable year(s).
OUR SHAREHOLDERS VOTE “FOR” THE
The Compensation Committee uses tally sheets as a tool to assist in its review of executive compensation. The tally sheets contain the components of the NEOs’ current and historical compensation, including salary, bonus and long-term incentive compensation. The tally sheets and other information provided to the Compensation Committee also show the estimated compensation that would be received by the NEOs under certain scenarios, including in connection with a change in control of the Company and the termination of the NEOs' employment. While prior compensation or amounts realized or realizable from prior awards are given some consideration, the Compensation Committee believes that the current and future performance of the Company and the individual executive should be the most significant factors in setting the compensation for the NEOs. The CEO’s performance is annually evaluated by the Compensation Committee and the full Board. The criteria considered include: our overall performance; overall leadership by the CEO; the CEO’s performance in light of, and his development and stewardship of, our Philosophy and our current and long-term strategic plans, goals and objectives; development of an effective senior management team; positioning us for future success; and effective communications with the Board and stakeholders. The Compensation Committee also evaluates the performance of the other NEOs when annually reviewing and setting executive compensation levels. The criteria considered for the other NEOs are similar to those for the CEO, adjusted to reflect each NEO’s position and responsibilities, with a focus on the applicable segment for any NEO who is a segment president. Compensation Risk Analysis Our executive compensation programs are designed to be balanced, with a focus on both achieving consistent, solid year-over-year financial results and growing shareholder value over the long term. The highest amount of compensation can be attained under these programs, taken as a whole, through consistently strong performance over sustained periods of time. This provides strong incentives for achieving success over the long term and avoiding excessive risk-taking in the short term. We believe that compensation incentives, based primarily upon our earnings or similar performance measures, have played a vital role in our success. Making profit sharing, bonuses and/or other incentive payments broadly available to all levels of non-union employees has fostered an ownership mentality throughout the workforce which has resulted in long-term employment and a desire to drive consistent financial performance. Our culture, aided by this ownership mentality, is focused on striving to continually improve performance and achieve long-term success without engaging in excessive risk-taking. We do not believe that our compensation incentives encourage excessive risk-taking for the following reasons: • Salaries provide meaningful base levels of compensation, minimizing the need for excessive risk-taking. • The performance goals established for the bonus program are based upon realistic levels, reviewed and approved by the Compensation Committee, that the Compensation Committee believes can be attained without taking inappropriate risks or materially deviating from normal operations, expected continuous improvement or approved strategy. • The goals for the performance awards and performance shares are based upon results over three-fiscal-year periods which mitigates the risk that executives would take actions designed to benefit only the short-term and jeopardizing longer-term performance. • In setting targets for bonuses and long-term incentive compensation, restructuring charges and other selected items are eliminated and results are adjusted to eliminate inventory holding gains or losses, which limit rewards for risky behavior outside the ordinary course of business. • Stock options generally contain a three-year incremental vesting schedule and provide rewards based on the long-term performance of the common shares. • Restricted stock has a time-vesting requirement, which generally cliff vests after three years and further links executive compensation to the long-term value of the common shares. Our stock ownership guidelines and anti-hedging policy also drive stock ownership among senior executives, again aligning their interests with the interests of our shareholders and the long-term growth in the value of the common shares.
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The Compensation Committee has at times granted special PSAs to select NEOs. Historically, the special PSAs vest only if (1) a sustained price target for the common shares is attained for a 90 consecutive calendar day period during the term of the award and the NEO remains continuously employed by us for at least three years or (2) both a specified Performance Condition and a fixed Retention Condition are attained (see the “Compensation Components – Special PSAs” section of this CD&A for a description of the Performance Conditions and the Retention Conditions). The time-based vesting requirements of the special PSAs mitigate the incentive for risky behavior intended to drive only a short-term common share price increase or satisfaction of a performance measure, and instead encourage activity that would lead to steady increases in financial results and a common share price which can be maintained. Fiscal 2025 Performance and Incentive Compensation The Compensation Committee believes that we have been performing exceptionally well and have responded extremely well to a challenging environment that included cautious consumer sentiment, prolonged elevated interest rates and ongoing policy and trade uncertainty. Despite those challenges, we still achieved solid results in fiscal 2025. Management has continued to do an outstanding job addressing the challenges faced in the current economic environment, and has shown great discipline in executing our strategies. During fiscal 2025, we also continued to act to better position ourselves for the future. Management remained focused on improving our businesses by investing in new product development and production capacity, and improving efficiencies, all with the aid of transformation and innovation efforts. Consistent with our compensation philosophy, annual incentive compensation earned by our executives continued to move in the direction of our results. As a result of a solid performance in fiscal 2025, bonuses for the NEOs were up compared to the prior year, with Corporate paying out at 148% of target, following a payout of 141% of target for fiscal 2024, while Consumer Products payouts were 157% in fiscal 2025 and 100% in fiscal 2024 and Building Products payouts were 156% in fiscal 2025 and 132% in fiscal 2024. Corporate was lower than the segments due to the inclusion of joint ventures that are not included in segment results. In accordance with the terms of the Separation, fiscal 2025 results were not factored into our measured achievement for the performance shares and performance awards granted for the three-fiscal-year period ended with fiscal 2025, as those performance shares and performance awards were paid out based on the performance levels that we achieved up to the date of the Separation, which is typical for transactions of that nature. Accordingly, these performance shares and performance awards paid out at 100% of target for Corporate, 50% of target for the Consumer Products segment and 84% of target for the Building Products segment. This followed the three-fiscal-year period ended with fiscal 2024, which had higher payouts due to our exceptionally strong performances in fiscal 2024 and fiscal 2023. Our financial position remains strong, as we have generated a considerable amount of cash from operations in recent years. As a result, we were able to use cash on hand for the purchase of Ragasco for approximately $108.6 million, inclusive of closing adjustments and an earnout. We believe our capital structure is also in a sound position. We have in place $200 million of long-term senior secured notes due in 2032, as well as a $500 million revolving credit facility maturing in September 2028, which had a total of $500 million of available borrowing capacity as of July 31, 2025. We have also been able to reward our shareholders by continuing to pay a regular quarterly cash dividend of $0.17 during fiscal 2025. There has been and continues to be a direct relationship between our performance and the bonuses earned by the NEOs. The following table summarizes results for the last three fiscal years.
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| Fiscal Year | Performance | Results | | 2023 | Near record annual earnings, but weaker year-over-year results | Bonuses were paid at 100% of target levels for Corporate, 84% of target levels for Consumer Products and 87% of target levels for Building Products. | | 2024 | Strong annual earnings, but weaker year-over-year results | Bonuses were paid at 141% of target levels for Corporate, 100% of target levels for Consumer Products and 132% of target levels for Building Products. | | 2025 | Solid annual earnings and improved year-over-year results | Bonuses were paid at 148% of target levels for Corporate, 157% of target levels for Consumer Products and 156% of target levels for Building Products. |
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Compensation Components Salary Salaries for the NEOs are set to reflect the duties and responsibilities inherent in each position, individual levels of experience, performance, market compensation information, internal pay equity, and the Compensation Committee’s judgment. The Compensation Committee annually reviews information regarding compensation paid by the comparator group to executives with similar responsibilities. It is the Compensation Committee’s intent, in general, to set salaries below market median levels, with consideration given to the factors previously described, and have total annual cash compensation vary based on the amount of bonus earned, if any. Consistent with our compensation philosophy, base salaries for fiscal 2025 were generally below market median levels for the comparator group. Except as noted below, effective September 6, 2024, fiscal 2025 salaries were as follows:
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(1) The amount shown in the table is Mr. Hayek’s fiscal 2025 salary upon his promotion to CEO, effective November 1, 2024. Prior to his promotion, Mr. Hayek served as our CFO and his fiscal 2025 salary, effective September 6, 2024, was $600,000. (2) The amount shown in the table is Mr. Souza’s fiscal 2025 salary upon his promotion to CFO, effective November 1, 2024. Prior to his promotion, Mr. Souza served as our Vice President, Finance and his fiscal 2025 salary, effective September 6, 2024, was $210,000. Bonus The NEOs participate in our Annual Incentive Plan for Executives, under which opportunities to earn cash bonuses are tied to the attainment of annual results. Bonuses are generally tied to achieving specified levels (threshold, target and maximum) of Corporate and/or segment performance for the applicable fiscal year performance period. The type of performance measured and the weighting of those measurements is noted below. Restructuring charges and other selected items are excluded from all calculations, and the impact of inventory holding gains or losses is factored out in calculating Corporate Adjusted EBITDA. For Corporate NEOs, the fiscal 2025 goals were tied to achieving specified levels (threshold, target and maximum) of Corporate ROA and Corporate Adjusted EBITDA (each adjusted as noted above), with each performance measure carrying a 50% weighting. For Segment NEOs, the fiscal 2025 performance measures and their weightings were: Corporate Adjusted EBITDA, 20%; Segment Adjusted EBITDA, 50%; and Segment ROA, 30% (each adjusted as noted above). For performance falling between threshold and maximum, the award is linearly pro-rated. If threshold levels are not reached for any performance measure, no bonus will be paid under that performance metric. The Compensation Committee approved the following fiscal 2025 target bonus opportunities, expressed as a percentage of salary, for the NEOs, with the payout at the threshold level being 50% of the target level and the payout at the maximum level being 200% of the target level:
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| NEO | Fiscal 2025 Target Bonus (% of Salary) | | Mr. Hayek (1) | 103.4 | | Mr. Souza (2) | 83.3 | | Mr. Kennedy | 75.0 | | Mr. Caravati | 100.0 | | Mr. Bowes | 70.0 | | Mr. Rose | 140.0 |
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shareholders, and the 2024 LTIP replaced the 1997 LTIP and the 2010 Stock Option Plan when our shareholders approved the 2024 LTIP on September 24, 2024. In setting the size of the overall normal long-term incentive compensation awards, the Compensation Committee generally begins by looking at market median values for the comparator group, and then makes adjustments for each NEO for items such as the NEO’s time in the position, internal equity, performance and such other factors as the Compensation Committee deems appropriate. The percentage of the long-term incentive compensation provided by each type of award is determined by the Compensation Committee. The value given to stock options for purposes of these awards is determined by the Compensation Committee based on input from its compensation consultant taking into account the anticipated grant date fair value calculated under applicable accounting rules and the stock option values used for recent annual grants. The same is true for restricted stock, the value of which is generally based on a recent market price of the common shares. Likewise, the value of performance shares is generally based on the number of common shares that can be earned at target, multiplied by a recent common share price. The value used for performance awards is generally the amount that can be earned at target. The amount of each type of award granted to an NEO is determined consistent with the above factors, with the specific amount determined by the Compensation Committee on a subjective basis combining all of the factors considered. The Compensation Committee believes that using a blend of stock options, restricted stock, performance shares and performance awards represents a particularly appropriate and balanced method of motivating and rewarding the NEOs. Stock options and restricted stock align the interests of employee recipients with those of shareholders by providing value tied to appreciation in the common share price. Performance awards motivate long-term results because their value is tied to sustained financial achievement over a multiple-year period. Performance shares blend both of these features because the number of common shares received at vesting is tied to sustained financial achievement over a multiple-year period, and the value of those performance shares is tied to the price of the common shares. The Compensation Committee believes the combination of these forms of long-term incentive compensation is consistent with our compensation philosophy and objectives. The Compensation Committee generally awards stock options, restricted stock, performance shares and performance awards at its June meeting. The stock options and restricted stock are generally made effective following the meeting and not until the close of the market on the first trading day after we report earnings for the just-completed fiscal year. Performance shares and performance awards have been based on performance over a three-fiscal-year period beginning with the first day of the first fiscal year in that period An explanation of the calculation of the compensation expense relative to the equity-based long-term incentive compensation is set forth in the section of this CD&A captioned “Equity-Based Long-Term Incentive Compensation Accounting”. We have not backdated stock option grants to provide for lower exercise prices, nor have we repriced or offered buyouts of underwater stock options. Current plan provisions prohibit such repricing without shareholder consent. Stock Options The NEOs generally receive annual stock option awards, with the number of common shares covered by a stock option award typically dependent upon the executive’s position and external market data. All stock options granted to the NEOs are non-qualified stock options and they generally vest in equal amounts at a rate of one-third per year for three years. Termination of employment results in the forfeiture of unvested stock options, except that the Compensation Committee may exercise its discretion to cause all or a portion of the unvested stock options to vest upon retirement, death or disability. Upon termination of employment due to retirement, death or disability, the vested portion of any outstanding stock options will remain exercisable until the earlier of the stock option’s stated expiration date or 36 months after the termination of employment. In the event of a change in control followed by termination of employment without cause or due to an adverse change in the executive's terms of employment (also referred to as a "constructive termination"), any outstanding stock options will become fully vested and exercisable. Additionally, the then vested portion of any outstanding stock options will remain exercisable until the earlier of the stock option’s stated expiration date or 12 months after the termination of employment. The Compensation Committee may allow the holder of a stock option to elect, during the 60-day period following a change in control, to surrender a stock option or a portion thereof in exchange for a cash payment equal to the excess of the change in control price per share over the exercise price per share.
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| | Performance Shares Granted (#) | | | Performance Awards Granted ($) | | | | NEO | Threshold | Target | Maximum | Threshold | Target | Maximum | | Mr. Hayek | 3,350 | 6,700 | 13,400 | 326,000 | 652,000 | 1,304,000 | | Mr. Souza (1) | 400 | 800 | 1,600 | 37,500 | 75,000 | 150,000 | | Mr. Kennedy | 1,300 | 2,600 | 5,200 | 124,000 | 248,000 | 496,000 | | Mr. Caravati | 1,100 | 2,200 | 4,400 | 106,000 | 212,000 | 424,000 | | Mr. Bowes | 800 | 1,600 | 3,200 | 76,000 | 152,000 | 304,000 | | Mr. Rose (2) | 9,000 | 18,000 | 36,000 | 860,000 | 1,720,000 | 1,720,000 |
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| NEO | Performance Shares Delivered (#) | Performance Awards Paid ($) | | Mr. Hayek | 9,966 | 560,000 | | Mr. Souza | 0 | 33,333 | | Mr. Kennedy | 3,304 | 183,333 | | Mr. Caravati | 1,653 | 91,667 | | Mr. Bowes | 707 | 56,267 | | Mr. Rose | 30,006 | 1,680,000 |
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Performance awards earned for the performance period ended with fiscal 2025 are also reported in the “Non-Equity Incentive Plan Compensation – Performance Award” column of the SCT. Restricted stock is intended to reward and incent executives by directly aligning their interests with the interests of shareholders. Restricted stock generally vests in full if the NEO remains continuously employed by us for a three-year period following the grant date. The time-based vesting condition also serves as a management retention tool. The Compensation Committee has granted, and may grant again, restricted stock with different vesting terms. The Compensation Committee has at times also made supplemental grants of restricted stock to select NEOs in recognition of their exceptional performance, promotion and/or increase in responsibility. The terms of such supplemental grants are identical to the terms of the restricted stock awards held by the NEO at the time the supplemental grants are granted, including the vesting date, resulting in vesting of the supplemental grants either one or two years following the grant date if the NEO remains continuously employed by us through the vesting date. Termination of employment before the end of the vesting period results in the forfeiture of the restricted stock, except that the award will vest (1) in full if the NEO dies or becomes permanently disabled and (2) if the Compensation Committee provides for the vesting of some or all of the restricted stock upon retirement. If a change in control occurs and the NEO’s employment is, during the two years following the change in control, terminated by us without cause or terminated by the NEO due to an adverse change in the executive’s terms of employment, the restricted stock will fully vest upon termination of employment. Dividends accrued on restricted stock are distributed to the NEO in conjunction with vesting of the award. Effective June 27, 2024, the Compensation Committee awarded the NEOs an aggregate of 20,900 shares of restricted stock that are scheduled to cliff vest on the third anniversary of the grant date as part of our annual grant to a wider pool of employees; 6,230 shares of restricted stock that are scheduled to cliff vest on the second anniversary of the grant date; and 3,110 shares of restricted stock that are scheduled to cliff vest on the first anniversary of the grant date. On September 27, 2024, the Compensation Committee awarded Mr. Rose 27,000 shares of restricted stock that were scheduled to cliff vest on the third anniversary of the grant date. This restricted stock award was issued at this time due to Mr. Rose's awards being made pending shareholder approval of the 2024 LTIP, and became fully vested upon his retirement on November 1, 2024. On November 6, 2024, the Compensation Committee awarded Mr. Hayek and Mr. Souza an aggregate of 23,800 shares of restricted stock that cliff vest on the third anniversary of the grant date in connection with promotions into their current roles. Restricted stock awarded to each NEO during fiscal 2024 was as follows:
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| NEO | Restricted Stock Awarded (#) | | Mr. Hayek (1) | 31,940 | | Mr. Souza (2) | 7,660 | | Mr. Kennedy (3) | 6,390 | | Mr. Caravati (4) | 3,910 | | Mr. Bowes (5) | 4,140 | | Mr. Rose (6) | 27,000 |
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(1) On June 27, 2024, Mr. Hayek received 10,100 shares of restricted stock which will become fully vested on the third anniversary of the grant date; 1,760 shares of restricted stock which will become fully vested on the second anniversary of the grant date; and 880 shares of restricted stock which became fully vested on the first anniversary of the grant date. On November 6, 2024, in connection with his promotion to CEO, Mr. Hayek received 19,200 shares of restricted stock which will become fully vested on the third anniversary of the grant date. (2) On June 27, 2024, Mr. Souza received 1,200 shares of restricted stock which will become fully vested on the third anniversary of the grant date; 1,240 shares of restricted stock which will become fully vested on the second anniversary of the grant date; and 620 shares of restricted stock which became fully vested on the first anniversary of the grant date. On November 6, 2024, in connection with his promotion to CFO, Mr. Souza received 4,600 shares of restricted stock which will become fully vested on the third anniversary of the grant date. On June 27, 2024, Mr. Kennedy received 3,900 shares of restricted stock which will become fully vested on the third anniversary of the grant date; 1,660 shares of restricted stock which will become fully vested on the second
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Restricted stock is valued at fair value as of the date of grant and the calculated compensation expense is recognized on a straight-line basis over the vesting period. For restricted stock with only time-based vesting, fair value is generally equal to the closing price of the common shares at the grant date. If the vesting is subject to other conditions, such as the special PSAs, the value is generally calculated under a Monte Carlo simulation model. Further information concerning the valuation of restricted stock and the assumptions used in that valuation is contained in “Note A – Summary of Significant Accounting Policies – Stock-Based Compensation” and “Note K – Stock-Based Compensation” of the Notes to Consolidated Financial Statements in “Item 8. – Financial Statements and Supplementary Data” of the 2025 Form 10-K. 401(k) Plan The NEOs participate in the 401(k) Plan, together with most of our other full-time, non-union employees. The 401(k) Plan is our primary retirement plan. Contributions made by us to participants’ accounts under the 401(k) Plan are generally based on 3% of eligible compensation which includes base salary, profit sharing, bonus and annual cash incentive bonus payments, overtime and commissions, up to the maximum limit set by the IRS from year to year ($350,000 for calendar 2025). In addition, the NEOs and other participants in the 401(k) Plan may elect to make voluntary contributions up to prescribed IRS limits. These voluntary contributions are generally matched by our contribution of 50% of the first 4% of eligible compensation contributed by the participant. Distributions under the 401(k) Plan are generally deferred until retirement, death or total and permanent disability. Non-Qualified Deferred Compensation The NEOs and other highly-compensated employees are eligible to participate in the 2005 NQ Plan. The 2005 NQ Plan is a voluntary, non-tax-qualified, unfunded deferred compensation plan available only to select highly-compensated employees for the purpose of providing deferred compensation, and thus potential tax benefits, to these employees. Under the 2005 NQ Plan, our executive officers may defer the payment of up to 50% of their base salary and up to 100% of their bonus. Amounts deferred are credited to the participants’ bookkeeping accounts under the 2005 NQ Plan at the time the base salary and/or bonus would have otherwise been paid. In addition, we may make discretionary employer contributions to the participants’ bookkeeping accounts in the 2005 NQ Plan. In recent years, we have made employer contributions in order to provide the same percentage of retirement-related deferred compensation to executive officers compared to other employees that would have been made but for the IRS limits on annual compensation that may be considered under the 401(k) Plan. For fiscal 2025, we made contributions to the 2005 NQ Plan for participants equal to (a) 3% of an executive’s annual compensation (base salary plus bonus) in excess of the IRS maximum and (b) a matching contribution of 50% of the first 4% of annual compensation contributed by the executive to the 401(k) Plan to the extent not matched by us under the 401(k) Plan . Participants in the 2005 NQ Plan may elect to have their bookkeeping accounts treated as invested (a) with a rate of return reflecting: (i) the returns on those investment options available under the 401(k) Plan or (ii) a fixed interest rate set annually by the Compensation Committee (4.32% for fiscal 2025), or (b) in theoretical common shares reflecting increases or decreases in the fair market value of the common shares with dividends deemed reinvested. Any portion of a participant’s bookkeeping account credited to theoretical common shares must remain credited to theoretical common shares until distributed. Otherwise, participants in the 2005 NQ Plan may change the investment options for their bookkeeping accounts as of the time permitted under the 401(k) Plan for the same or a similar investment option. Employees’ bookkeeping accounts in the 2005 NQ Plan are fully vested. Payouts of amounts credited to theoretical common shares are made in whole common shares and cash in lieu of fractional shares. Payouts of amounts credited to all other investment options are made in cash. Payments will be made as of a specified date selected by the participant or, subject to the timing requirements of Section 409A of the Internal Revenue Code, when the participant is no longer employed by us. Payments are made either in a lump sum or in installments, all as chosen by the participant at the time the deferral is elected. The Compensation Committee may permit hardship withdrawals from a participant’s account under defined guidelines. Perquisites We make a Club membership available to certain NEOs because we believe that such memberships can be useful for business entertainment purposes. For security and safety reasons, certain NEOs occasionally use our airplanes for personal travel. In such cases, the NEOs who use our airplanes for personal travel are charged an amount equal to the standard industry fare level, or SIFL rate, set forth in the regulations promulgated by the Treasury Regulations, which is generally less than our incremental costs.
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Other Company Benefits We provide employees, including the NEOs, with a variety of other employee welfare benefits including medical benefits, disability benefits, life insurance, and accidental death and dismemberment insurance, which are generally provided to all full-time, non-union employees. We also provide the NEOs and other executives with life insurance and disability insurance benefits which are generally not provided to other employees, and for which we pay the full amount of the applicable premiums. Termination and Change in Control Arrangements We are not a party to any employment agreement or severance agreement with an NEO. An NEO whose employment with us terminates in certain circumstances is entitled to compensation that the Compensation Committee believes is appropriate, taking into account the time expected for a terminated NEO to find another job, and is intended to ease the consequences to an NEO of a termination of employment. The Compensation Committee recognizes the importance to us and our shareholders of avoiding the distraction and loss of key executives that may occur in connection with any rumored, threatened or actual change in control. To that end, the Compensation Committee believes that providing reasonable change in control benefits to the NEOs protects shareholder interests by enhancing executive focus during rumored, threatened or actual change in control activity through incentives to remain with us despite uncertainties while a transaction is under consideration or pending and assurance of benefits in the event of termination of employment in connection with a change in control. To reduce the potential distraction due to personal uncertainties and risks that inevitably arise when a change in control is rumored, threatened or pending, the NEOs are entitled to change in control benefits in connection with incentive compensation awards. The benefits under the incentive compensation awards are subject to a “double trigger” that provides for accelerated vesting of incentive compensation awards in connection with a change in control only if the employment of the NEO is terminated in connection with the change in control. The Compensation Committee believes that these change in control provisions are appropriate, particularly because we have no employment agreements or other stand-alone change in control agreements relative to the NEOs or other executives. The payments that an NEO would be entitled to receive upon termination or a change in control are not considered by the Compensation Committee when making annual compensation decisions for the NEOs and do not factor into decisions made by the Compensation Committee regarding other compensation elements. For additional information regarding the termination and change in control arrangements with the NEOs, see the section of this Proxy Statement captioned “Executive Compensation – Potential Payments Upon Termination or Change in Control”. Tax Deductibility Section 162(m) of the Internal Revenue Code generally limits the deduction that we may take for certain remuneration paid in excess of $1,000,000 to any “covered employee” in any one taxable year. Section 162(m) of the Internal Revenue Code applies to the CEO, the CFO and each of our three most highly compensated officers (not including the CEO and the CFO) and any person who has been the CEO, the CFO, or one of the other three most highly compensated officers in the subject year. The Compensation Committee intends to continue to examine the best method to pay incentive compensation to executive officers, which will include consideration of any changes to Section 162(m) of the Internal Revenue Code. In all cases, whether or not some portion of a covered employee’s compensation is tax deductible, the Compensation Committee will continue to carefully consider the net cost and value of our compensation policies to us.
OUR SHAREHOLDERS VOTE “FOR” THE
| | | | | | | Non-Equity Incentive Plan Compensation | | | | | Name and Principal Position(s) During Fiscal 2025 | Fiscal Year | Salary ($) (1) | Discretionary Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (3) | Annual Incentive Bonus ($) (1) | Performance Award ($) (4) | All Other Compensation ($) (5) | Total ($) | | Joseph B. Hayek | 2025 | 660,240 | 0 | 1,747,344 | 158,130 | 1,111,500 | 560,000 | 100,852 | 4,338,066 | | President & Chief Executive Officer | 2024 | 529,471 | 250,000 | 2,708,391 | 150,510 | 937,200 | 1,000,000 | 90,155 | 5,665,727 | | | 2023 | 490,769 | 0 | 691,211 | 126,049 | 613,770 | 840,000 | 103,769 | 2,865,568 | | Colin J. Souza (6) | 2025 | 257,308 | 0 | 381,152 | 17,570 | 265,834 | 33,333 | 18,414 | 973,610 | | Vice President & Chief Financial Officer | | | | | | | | | | | Patrick J. Kennedy (7) | 2025 | 481,250 | 0 | 422,530 | 59,738 | 550,193 | 183,333 | 52,824 | 1,749,867 | | Vice President, General Counsel & Secretary | 2024 | 420,592 | 250,000 | 1,219,820 | 51,900 | 454,080 | 283,334 | 53,368 | 2,733,094 | | Steven M. Caravati | 2025 | 375,769 | 0 | 287,170 | 50,953 | 596,220 | 91,667 | 56,822 | 1,458,601 | | President, Consumer Products | 2024 | 358,503 | 0 | 929,420 | 51,900 | 360,720 | 150,000 | 48,838 | 1,899,381 | | | 2023 | 334,815 | 0 | 1,298,194 | 39,288 | 243,146 | 155,900 | 37,596 | 2,108,939 | | James R. Bowes (6) | 2025 | 355,346 | 0 | 269,780 | 36,897 | 385,812 | 56,267 | 33,257 | 1,137,359 | | President, Building Products | | | | | | | | | | | B. Andrew Rose (8) | 2025 | 412,500 | 0 | 1,102,410 | 339,710 | 713,213 | 1,680,000 | 19,610 | 4,267,443 | | Former President & Chief Executive Officer | 2024 | 814,904 | 0 | 3,961,405 | 430,770 | 1,626,240 | 3,146,666 | 130,983 | 10,110,968 | | | 2023 | 735,038 | 0 | 2,246,806 | 415,798 | 1,047,900 | 2,666,666 | 167,578 | 7,279,786 |
OUR SHAREHOLDERS VOTE “FOR” THE
| | Summary Compensation Table Total for PEOs (1) ($) | | | Compensation Actually Paid to PEOs (2) ($) | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Mr. Hayek | Mr. Rose | Mr. McConnell | Mr. Hayek | Mr. Rose | Mr. McConnell | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Total Shareholder Return (5) ($) | Peer Total Shareholder Return (6) ($) | Net Income (millions) (7) ($) | Adjusted EBITDA (millions) (8) ($) | | (a) | (b) | (b) | (b) | (c ) | (c ) | (c ) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 4,338,066 | 4,267,443 | Not PEO | 2,875,157 | (899,157) | Not PEO | 1,329,859 | 1,351,352 | 353 | 236 | 95 | 267 | | 2024 | Not PEO | 10,110,968 | Not PEO | Not PEO | 27,685,961 | Not PEO | 2,928,340 | 4,467,672 | 336 | 231 | 118 | 256 | | 2023 | Not PEO | 7,279,786 | Not PEO | Not PEO | 7,845,434 | Not PEO | 2,769,306 | 3,481,422 | 200 | 169 | 269 | 517 | | 2022 | Not PEO | 7,537,924 | Not PEO | Not PEO | (804,417) | Not PEO | 3,498,233 | 1,237,527 | 163 | 160 | 399 | 597 | | 2021 | Not PEO | 5,621,973 | 5,847,637 | Not PEO | 19,017,790 | 11,764,065 | 3,471,220 | 8,342,131 | 227 | 171 | 741 | 488 |
OUR SHAREHOLDERS VOTE “FOR” THE
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OUR SHAREHOLDERS VOTE “FOR” THE
| Name | Fees Earned or Paid in Cash ($) (1) (2) | Stock Awards ($) (3) | Total ($) | | Kerrii B. Anderson | 115,000 | 132,231 | 247,231 | | David P. Blom | 110,000 | 132,231 | 242,231 | | John B. Blystone | 145,000 | 192,336 | 337,336 | | Mark C. Davis | 95,000 | 132,231 | 227,231 | | Michael J. Endres | 140,000 | 192,336 | 332,336 | | Paul G. Heller | 95,000 | 132,231 | 227,231 | | Ozey K, Horton, Jr. | 95,000 | 132,231 | 227,231 | | John H. McConnell II | 95,000 | 132,231 | 227,231 | | Brantley J. Standridge | 47,500 | 82,087 | 129,587 | | Billy R. Vickers | 95,000 | 132,231 | 227,231 | | Virgil L. Winland | 95,000 | 132,231 | 227,231 |
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