Billy Vickers
WORTHINGTON ENTERPRISESAbout Billy R. Vickers
Billy R. Vickers (age 67) is an independent director of Worthington Enterprises, Inc. (WOR) since December 2023 and serves on the Nominating and Governance Committee . He is President & CEO of Modular Assembly Innovations, LLC (MAI), one of the largest minority-owned businesses in the U.S., with ~400 associates and more than $1.2 billion in revenue across four states . Vickers holds a B.S. in Animal Science from North Carolina State University and completed the Kellogg Advanced Management Education Program at Northwestern University . The Board has affirmatively determined he is independent under NYSE and SEC rules and the company’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Modular Assembly Innovations, LLC (MAI) | President & CEO | Current | Leads multi-state, minority-owned assembly business with >$1.2B revenue and ~400 associates |
| Ironton Castings (Ironton, OH) | Early manufacturing career | Not disclosed | Foundation for 35+ year manufacturing/entrepreneurial career |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Nationwide Children’s Hospital Foundation | Board Member | Non-profit | Governance and philanthropy engagement |
| Fifth Third Bank Advisory Board | Advisory Board Member | Financial services | Banking/market insight role |
| A Kid Again (National Office) | Board Member | Non-profit | Community/child-focused non-profit |
| Columbus Partnership | Member | Civic/Business | Regional leadership network |
| Ohio Manufacturers’ Association | Member | Industry association | Manufacturing policy/advocacy |
| Federal Reserve Bank of Cleveland, Columbus Advisory Council | Member | Economic advisory | Regional economic advisory role |
Board Governance
- Committee assignments: Member, Nominating & Governance Committee (committee met four times in fiscal 2025) .
- Independence: Determined independent by the Board under NYSE/SEC and company guidelines .
- Attendance: Each incumbent director attended at least 75% of aggregate Board and committee meetings in fiscal 2025; Board held four regular meetings .
- Years of service on WOR board: Director since 2023 .
- Board structure context: 9 of 12 directors are independent; independent directors meet in executive session regularly; Michael Endres serves as Lead Independent Director .
Fixed Compensation (Non-Employee Director – FY2025)
| Component | Amount (USD) |
|---|---|
| Cash fees (annual retainer and applicable cash compensation) | $95,000 |
| Equity grant (grant-date fair value) | $132,231 |
| Total FY2025 director compensation | $227,231 |
Program design: FY2025 cash retainer = $95,000; equity retainer targeted at $140,000 (delivered in restricted stock); no meeting fees; supplemental retainers apply only to specified leadership/chair roles (not applicable to Vickers) . The Board increased the targeted annual equity retainer for directors by $10,000 for FY2026 .
Performance Compensation (Directors)
| Element | Grant date | Shares/Units | Vesting | Performance metrics | Change-in-control treatment |
|---|---|---|---|---|---|
| Restricted stock | Sep 26, 2024 | 3,300 | Vests Sep 23, 2025 (earlier of 1-year or next annual meeting) | None; time-based vesting for director equity | Director restricted stock fully vests upon a business combination/change in control under the 2006 plan; 2025 Directors Equity Plan likewise provides full vesting/accelerated treatment on change in control |
Directors may defer cash retainers under the 2005 Directors NQ Plan; the plan’s fixed interest crediting rate for FY2025 was 4.32% and theoretical share deferrals are allowed; payouts triggered by change in control per plan terms .
Other Directorships & Interlocks
| Company/Organization | Public company? | Role/Committee |
|---|---|---|
| No other public company boards disclosed in proxy biography | — | None disclosed |
| See External Roles table above | — | Advisory and non-profit boards |
Expertise & Qualifications
- Manufacturing and operations leadership; strategic initiatives; human capital development; performance and profitability improvement .
- Education: B.S. Animal Science (NC State); Kellogg Advanced Management Education Program (Northwestern) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 6,300 shares; less than 1% of outstanding |
| Includes restricted stock | 3,300 restricted shares scheduled to vest Sep 23, 2025 |
| Ownership guidelines | Non-employee directors must hold shares worth 5x annual cash retainer within 5 years; directors/NEOs past the five-year threshold have met their targets |
| Hedging/derivatives | Hedging of company stock prohibited for directors |
Related-Party Exposure and Conflicts
- Independence affirmed: Board determined Vickers has no material relationships that impair independence under NYSE/SEC rules and company guidelines .
- Related-party transactions: The proxy discloses aircraft/club/Blue Jackets/JMAC/Worthington Steel arrangements and transition/service/supply agreements post-spin; none involve Vickers or MAI .
- Oversight: Related Person Transaction Policy administered by the Audit Committee; directors with an interest recuse from approvals .
Governance Assessment
- Alignment and oversight: Vickers’ committee focus (Nominating & Governance) aligns with board composition, governance policy, and CSR oversight, supporting board effectiveness and succession planning .
- Independence and attendance: Independence affirmed; board reports 75%+ meeting attendance for all incumbents in FY2025, indicating baseline engagement .
- Pay structure and incentives: Director pay mix (cash plus time-vested equity) aligns with shareholder interests via ownership and one-year vesting; anti-hedging and 5x retainer ownership guideline enhance alignment; CoC vesting is standard but can be viewed as modestly shareholder-unfriendly if it accelerates unearned equity .
- Conflicts: No related-party transactions disclosed with Vickers/MAI; independence determination and RPT policy reduce conflict risk .
- Board-level note: Only three directors attended the 2024 annual meeting (not identified as Vickers), which some investors view as a board-culture signal; however, directors met executive-session cadence and overall meeting attendance thresholds .
RED FLAGS: None specific to Vickers disclosed (no related-party dealings, no hedging/pledging noted, independence affirmed, minimum attendance satisfied) .
Sources: Worthington Enterprises, Inc. 2025 DEF 14A