Worthington Enterprises, Inc DEF 14A, filed Aug 13, 2026

Worthington Enterprises, Inc DEF 14A, filed Aug 13, 2026

About this DEF 14A

About this DEF 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Name of Registrant as Specified in its Charter)

Audit Committee

Worthington Enterprises, Inc. (WOR)

DEF 14A 2026-08-13 For: 2026-08-13

View Original

Added on August 13, 2026

Worthington Enterprises, Inc filed this DEF 14A on August 13, 2026.

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Patrick J. Kennedy
Vice President - General Counsel and Secretary
Columbus, Ohio	August 13, 2026


	Page		Page
Summary	1	Pay Versus Performance	63
General Information	6	NEO Compensation for Fiscal 2027	68
Security Ownership of Certain Beneficial Owners and Management	10	Compensation of Directors	69
Corporate Governance	13	Director Compensation for Fiscal 2026	71
Transactions With Certain Related Persons	23	Equity Compensation Plan Information	72
Proposal 1: Election of Directors	27	Proposal 2: Advisory Vote to Approve the Compensation of the NEOs	74

Executive Compensation	33	Proposal 3: Ratification of the Selection of Independent Registered Public Accounting Firm	75

Compensation Discussion and Analysis	33	Audit Committee Matters	76
Compensation Committee Report	48	Miscellaneous Items	79
Fiscal 2026 Summary Compensation Table	49	Householding of Annual Meeting Materials	79
Grants of Plan-Based Awards	51	Shareholder Proposals for 2027 Annual Meeting	79
Outstanding Equity Awards at Fiscal 2026 Year-End	53	Future Electronic Access to Proxy Materials and Annual Report	80
Option Exercises and Stock Vested	56	Annual Report on Form 10-K	80
Non-Qualified Deferred Compensation	57	References	80
Potential Payments Upon Termination or Change in Control	59	Other Business	80
CEO Pay Ratio	62	Appendix I - Companies in Comparator Group	I-1


Proxy Materials and Voting Before the Annual Meeting:	proxyvote.com
Virtual Annual Meeting:	virtualshareholdermeeting.com/WOR2026
Business Website:	worthingtonenterprises.com
Investor Relations:	ir.worthingtonenterprises.com
Leadership:	worthingtonenterprises.com/company/who-we-are/leadership-board-of-directors/
SEC Filings:	ir.worthingtonenterprises.com/financials/sec-filings/
Governance Documents: • Corporate Governance Guidelines • Code of Conduct • Charter of the Lead Independent Director • Executive Committee Charter • Audit Committee Charter • Compensation Committee Charter • Nominating and Governance Committee Charter • Insider Trading Policy	ir.worthingtonenterprises.com/governance/governance-documents/


Adjusted or Adj.	An adjusted financial measure
Adjusted EBITDA	EBITDA from continuing operations adjusted to exclude the impact of restructuring charges and other unusual or selected items deemed to not be indicative of our core operating results (including the impact of acquisitions, divestitures and/or inventory holding gains or losses)
Adjusted EPS	EPS attributable to controlling interest, as calculated in accordance with GAAP, adjusted to exclude the impact of restructuring charges and other unusual or selected items deemed to not be indicative of our core operating results (including the impact of acquisitions, divestitures and/or inventory holding gains or losses)
Annual Meeting or 2026 Annual Meeting	Our annual meeting of shareholders to be held on September 22, 2026 at 3:00 p.m. EDT
Annualized ATSR	Annualized absolute total shareholder return
ASC 718	Financial Accounting Standards Board Accounting Standards Codification Topic 718
beneficial owner	A shareholder who owns common shares in a brokerage account or through a bank or other holder of record (also known as holding the common shares in “street name”)
Blackrock	BlackRock, Inc. and its subsidiaries
Board	Our board of directors
bonus	A cash award that may be earned based on the achievement of one or more annual performance goals
Broadridge	Broadridge Corporate Issuer Solutions, Inc.
CAP	The “compensation actually paid” in relation to an NEO, as such term is calculated and used in Item 402(v) of SEC Regulation S-K, and as is included in the required “Pay Versus Performance” section of this Proxy Statement
CD&A	The Compensation Discussion & Analysis section of this Proxy Statement
CEO	Chief executive officer
CFO	Chief financial officer
Club	Double Eagle Club
Code of Conduct	Our Code of Conduct
common shares	Our common shares, no par value
Company, we, us or our	Worthington Enterprises, Inc., an Ohio corporation
comparator group	A broad-based group of approximately 893 companies set forth on Appendix I to this Proxy Statement
Corporate or Corp.	The aggregated results of the Company and its consolidated subsidiaries
Corporate Governance Guidelines	Our Corporate Governance Guidelines
CSM	The “Company-Selected Measure,” as such term is used in Item 402(v) of SEC Regulation S-K, and as is included in the required Pay Versus Performance section of this Proxy Statement
Current Equity Plans	The (a) 2025 Directors Equity Plan, (b) 2024 LTIP, (c) 1997 LTIP and (d) 2010 Stock Option Plan

Before you vote, please access the proxy materials in one of the following ways prior to the Annual Meeting:

To view ONLINE: Have available the Control Number provided in your Notice of Availability and visit www.proxyvote.com any time prior to the voting deadline at 11:59 p.m., Eastern Daylight Time, on September 21, 2026.
To view USING YOUR MOBILE DEVICE: Scan the QR barcode found on your proxy card or Notice of Availability.
To receive a PAPER or E-MAIL* copy:
You must request a paper or e-mail copy of the proxy materials. There is no charge for requesting a copy. Please choose one of the following methods to make your request:

By Internet:
www.proxyvote.com

By Telephone:
1-800-579-1639

By E-Mail*:
sendmaterial@proxyvote.com

*If you request proxy materials by e-mail, please send a blank e-mail with only the Control Number provided in your Notice of Availability inserted in the subject line of your email. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before September 8, 2026 to facilitate timely delivery of the proxy materials.


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
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, 2026
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
ROA	Return on assets


RPT Policy	Our Related Person Transaction Policy
SCT	The Fiscal 2026 Summary Compensation Table included in this Proxy Statement


SEC	U.S. Securities and Exchange Commission
SEC Rules	The rules and regulations of the SEC
Securities Act	Securities Act of 1933, as amended
segment or seg.	The results of one of our reportable operating segments
Separation	The separation of our former steel processing business into Worthington Steel, Inc., effective December 1, 2023
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
2010 Stock Option Plan	Worthington Industries, Inc. 2010 Stock Option Plan
2024 LTIP	Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan
2025 Directors Equity Plan	Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors
2026 Form 10-K	Our Annual Report on Form 10-K for fiscal 2026 filed with the SEC on July 30, 2026
2027 Annual Meeting	Our annual meeting of shareholders expected to be held in September 2027


Even if you plan to participate in the Annual Meeting via the live webcast, please vote as soon as possible and in any event prior to 11:59 p.m., Eastern Daylight Time, on September 21, 2026. You may vote in one of the following ways prior to the date of the Annual Meeting:
Internet	Telephone	Mail	Mobile Device
Go to www.proxyvote.com: You can use the Internet 24 hours a day to transmit your voting instructions. Have your proxy card or Notice of Availability in hand when you access the website and follow the instructions.	Call 1-800-690-6903: You can use any touch-tone telephone. Have your proxy card or Notice of Availability in hand when you call and follow the instructions.	If you received a printed copy of the proxy materials, you may submit your vote by completing, signing and dating your proxy card and returning it in the prepaid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.	You can view the proxy materials and vote by scanning the QR barcode on your proxy card or Notice of Availability.
If you wish to attend and vote during the Annual Meeting, you will need the Control Number provided on your Notice of Availability or proxy card and must follow the instructions at www.virtualshareholdermeeting.com/WOR2026.


Company Proposals		Board Vote Recommendation
Proposal 1:	Elect three directors, each to serve for a term of three years to expire at our 2029 annual meeting of shareholders	FOR each nominee of the Board
Proposal 2:	Approve, on an advisory basis, a resolution to approve the compensation of the NEOs listed in the SCT included in this Proxy Statement	FOR
Proposal 3:	Ratify the selection of KPMG as our independent registered public accounting firm for fiscal 2027	FOR


Name	Age	Director Since	Occupation	Board Committee(s) (1)
Nominees Standing for Re-Election to the Board at the 2026 Annual Meeting of Shareholders (2)
Charles M. Chiappone	63	2025	Retired Senior Vice President, Ceiling and Wall Solutions, Armstrong World Industries, Inc.	None
W. Bradley Southern	66	2026	Retired Chief Executive Officer and Chairperson of the Board of Directors, Louisiana-Pacific Corporation	None
Brantley J. Standridge	50	2025	Senior Executive Vice President and President of Consumer and Regional Banking. Huntington Bancshares Incorporated	Compensation
Directors Whose Terms Continue Until the 2027 Annual Meeting of Shareholders
John B. Blystone	73	1997	Chairman of the Board, Worthington Enterprises, Inc.; Executive Chairman, Worthington Steel, Inc.; and Retired Chairman of the Board, President and Chief Executive Officer, SPX Corporation	Executive (3)
Mark C. Davis	66	2011	Private Investor and Chief Executive Officer, Lank Acquisition Corp.	Audit
Joseph B. Hayek	54	2024	President & Chief Executive Officer, Worthington Enterprises, Inc.	Executive
John H. McConnell II	41	2023	Chairman of the Board, JMAC, Inc.	Executive
Directors Whose Terms Continue Until the 2028 Annual Meeting of Shareholders
Kerrii B. Anderson	69	2010	Private Investor and Board Advisor; Former Chief Executive Officer and Chief Financial Officer, Wendy’s International, Inc.	Executive; Audit (3); Compensation
David P. Blom	72	2019	Former President and Chief Executive Officer, OhioHealth Corporation	Audit; Nominating and Governance (3)
Paul G. Heller	62	2023	Retired Senior Executive Vice President and Chief Technology Officer and Operations Officer, Huntington Bancshares Incorporated	Audit; Compensation
Billy R. Vickers	68	2023	President and Chief Executive Officer, Modular Assembly Innovations	Nominating and Governance


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, Code of Conduct and Insider Trading Policy
Returns to Shareholders	•	Dividends have been paid every quarter since going public in 1968
Returns to Shareholders	•	Stock buy-back program
Board Independence	•	10 out of 14 directors, and 7 out of 11 director nominees, are independent under NYSE Rules and SEC Rules
Board Independence	•	Audit, Compensation, and Nominating and Governance Committees are comprised exclusively of directors who are independent under NYSE Rules and SEC Rules
Lead Independent Director	•	We maintain a Lead Independent Director who 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
Lead Independent Director	•	Recent additions of new independent directors and planned retirements reflect ongoing board renewal and skills alignment
Executive Sessions	•	The non-employee directors regularly meet in private, executive sessions without management
Executive Sessions	•	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 facing our business
	•	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
Board Oversight of Corporate Social Responsibility	•	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
	•	Compensation recovery policy in place to recover erroneously awarded incentive compensation in the event of an accounting restatement
Stock Ownership Requirements and Controls	•	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
	•	Insider Trading Policy designed to promote compliance with insider trading laws and NYSE requirements. Company policy prohibits hedging by directors, officers and other key employees
	•	Prohibit hedging and speculative trading by our directors, officers or other key employees


	SHORT-TERM CASH		LONG-TERM INCENTIVE
PAY ELEMENT	SALARY	BONUS	PERFORMANCE AWARDS	PERFORMANCE SHARES	RESTRICTED STOCK
WHO RECEIVES	NEOs and other executives
AT RISK	No	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
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 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
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


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)		Percent of Outstanding Common Shares (2)
John P. McConnell
200 West Nationwide Blvd., Columbus, OH 43215	17,271,542	(3)	35.2%
BlackRock, Inc.
50 Hudson Yards, New York, NY 10001	4,670,068	(4)	9.5%


10	2026 Proxy Statement • Security Ownership of Certain Beneficial Owners and Management


Table of Contents


Helpful Resources


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)		Percent of Outstanding Common Shares (2)
Kerrii B. Anderson	90,056	(3) (4)	*
David P. Blom	26,934	(3)	*
John B. Blystone	173,010	(3)	*
James R. Bowes (5)	22,847	(6)	*
Steven M. Caravati (5)	56,885	(7)	*
Charles M. Chiappone	2,110	(3)	*
Mark C. Davis	47,294	(3)	*
Michael J. Endres	237,206	(3) (8)	*
Joseph B. Hayek (5)	284,595	(9)	*
Paul G. Heller	9,115	(3)	*
Ozey K. Horton, Jr.	46,803	(3)	*
Patrick J. Kennedy (5)	42,883	(10)	*
John H. McConnell II	38,285	(3) (11)	*
Colin J. Souza (5)	20,645	(12)	*
W. Bradley Southern	705	(3)	*
Brantley J. Standridge	4,465	(3)	*
Billy R. Vickers	9,115	(3)	*
Virgil L. Winland	108,796	(3)	*
All Current Directors and Executive Officers as a Group (19 people)	1,233,409	(13) (14)	2.5%


	Audit	Compensation	Nominating and Governance	Executive
Kerrii B. Anderson*
David P. Blom*
John B. Blystone
Charles M. Chiappone
Mark C. Davis*
Michael J. Endres*
Joseph B. Hayek
Paul G. Heller*
Ozey K. Horton, Jr.*
John H. McConnell II
W. Bradley Southern*
Brantley J. Standridge*
Billy R. Vickers*
Virgil L. Winland*


	2026 Proxy Statement • Transactions with Certain Related Persons	23


	2026 Proxy Statement • Proposal 1: Election of Directors	27


Charles M. Chiappone	Age 63	Director since December 2025
Charles M. Chiappone, has served as a director of the Company since December 16, 2025. Mr. Chiappone served as Senior Vice President, Ceiling and Wall Solutions of Armstrong World Industries, Inc. ("Armstrong"), a designer and manufacturer of ceiling and wall system solutions, from 2018 to 2022. Prior to that, Mr. Chiappone served as Armstrong’s Senior Vice President, Ceiling Solutions from 2016 to 2018, and as Chief Executive Officer of the Worthington Armstrong Venture (WAVE), our ceiling suspension systems joint venture with Armstrong from 2012 to 2016. Prior to that, he served as President and Chief Executive Officer of Alloy Polymers, a global plastics manufacturer, from 2008 to 2012. He also previously held several senior management positions in marketing, research and development, operations and general management with SPX Cooling Technologies, a division of SPX Corporation, a global provider of technical products and systems, industrial products and services, flow technology, and cooling technologies and services. He began his career at General Electric where he worked in a variety of commercial positions, after serving four years in the United States Marine Corps. He has served as a director of Worthington Steel, Inc. since December 2023.This experience, along with his business acumen, leadership style and abilities, and track record of implementing strategic growth and continuous improvement initiatives, make him well qualified to serve on the Board.


W. Bradley Southern	Age 66	Director since June 2026
W. Bradley Southern has served as a director of the Company since June 23, 2026. Mr. Southern previously served as Chief Executive Officer and Chairperson of the Board of Directors of Louisiana-Pacific Corporation (“LP”), a leader in high performance building solutions, since 2017 and as Chairperson of the Board since 2020 before his retirement in February 2026. Mr. Southern previously served as LP’s Chief Operating Officer from 2016 to 2017, Executive Vice President and General Manager, OSB from 2015 to 2016, Senior Vice President and General Manager, Siding and Moulding from 2004 to 2015, and in various other operational and financial leadership roles since joining LP in 1999. Prior to joining LP, Mr. Southern held a variety of operational, strategic planning, and financial management positions with MacMillan Bloedel from 1984 to 1999. Mr. Southern currently serves as chair of the board of directors of the Nashville Branch of the Federal Reserve Bank of Atlanta. He previously served on the boards of GMS, Inc., Astec Industries, Inc., Keller Group, Saltco Land and Timber Company, and the Land Trust of Tennessee. Mr. Southern holds a Master of Forest Resources and a Bachelor of Science in Forest Resources from the University of Georgia. The Board believes Mr. Southern’s extensive executive leadership experience in manufacturing operations, capital allocation, strategic planning, and public company governance qualifies him to serve as a director.


Brantley J. Standridge	Age 50	Director since March 2025
Brantley J. Standridge is a member of the Compensation Committee. Mr. Standridge has served as senior executive vice president at Huntington Bancshares Incorporated and president of its Consumer and Regional banking operations since April 2022. 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.


John B. Blystone	Age 73	Director since November 1997
John B. Blystone has served continuously as Chairman of the Board of the Company since 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 Science. 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.


Mark C. Davis	Age 66	Director since March 2011
Mark C. Davis 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. He has served as a director of Worthington Steel, Inc. since June 2025. 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.


Joseph B. Hayek	Age 54	Director since November 2024
Joseph B. Hayek is 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 also joined the board of Apogee Enterprises, Inc. in August 2026. 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.


John H. McConnell II	Age 41	Director since January 2023
John H. McConnell II 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. He has served as a director of Worthington Steel, Inc. since December 2023. Mr. McConnell serves on the boards of the National Veterans Memorial and Museum, the Columbus Zoo and Aquarium, as its Vice Chairman, and Nationwide Children's Hospital. 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.


Kerrii B. Anderson	Age 69	Director since September 2010
Kerrii B. Anderson 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.


David P. Blom	Age 72	Director since June 2019
David P. Blom 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 non-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.


Paul G. Heller	Age 62	Director since December 2023
Paul G. Heller 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), and an Endowment Board member at Saint Charles Preparatory School. 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.


Billy R. Vickers	Age 68	Director since December 2023
Billy R. Vickers is a member of the Nominating and Governance Committee. He is President and CEO of 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 Advanced 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.


NEO	Title
Joseph B. Hayek	President and CEO
Colin J. Souza	Vice President and CFO
Patrick J. Kennedy	Vice President, General Counsel and Secretary
Steven M. Caravati	President, Consumer Products
James R. Bowes	President, Building Products


Covered Person	Multiple of base salary or annual cash retainer, as applicable
Non-Employee Directors	5 times
Executive Chairman	5 times
CEO	5 times
CFO	3.5 times
Executive Vice Presidents, Senior Vice Presidents and Business Unit Presidents	2.5 times
All Other Officers	1.25 times


Fiscal Year	Performance	Results
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.
2026	Solid annual earnings and improved year-over-year results	Bonuses were paid at 153% of target levels for Corporate, 145% of target levels for Consumer Products and 177% of target levels for Building Products.


Performance Period (Fiscal Years)	Performance	Results
2022 - 2024	Strong results in the entire period	Performance shares and performance awards were earned at 200% of target levels for Corporate, 100% of target levels for Consumer Products and 200% of target levels for Building Products.
2023 - 2025	Strong results in fiscal 2023 and fiscal 2024, with fiscal 2025 excluded in connection with the Separation	Performance shares and performance awards were earned at 100% of target levels for Corporate, 50% of target levels for Consumer Products and 84% of target levels for Building Products.
2024 - 2026	Mixed results through the entire period	Performance shares and performance awards were earned at 52% of target levels for Corporate, 26% of target levels for Consumer Products and 82% of target levels for Building Products.


NEO	Fiscal 2026 Salary ($)
Mr. Hayek	800,000
Mr. Souza	350,000
Mr. Kennedy	510,000
Mr. Caravati	391,500
Mr. Bowes	390,000