Brantley Standridge
WORTHINGTON ENTERPRISESAbout Brantley J. Standridge
Brantley J. Standridge (age 49) has served as an independent director of Worthington Enterprises since March 2025 and is a member of the Compensation Committee. He is Senior Executive Vice President at Huntington Bancshares Incorporated and President of its Consumer and Regional Banking operations; he holds a BBA from the University of Georgia and an MBA from Emory University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Truist Financial (post BB&T–SunTrust merger) | Chief Retail Community Banking Officer | Dec 2019 – Mar 2022 | Led large consumer/retail banking portfolio; executive leadership team responsibilities across retail banking, indirect auto, equipment finance, mortgage and commercial mortgage banking . |
| Truist/Predecessors | Executive leadership team roles | 5+ years (pre-2019) | Oversight of diverse consumer and commercial finance businesses . |
| BB&T | Regional President (Baltimore, Atlanta, Dallas) | 8 years (dates not specified) | Multi-market P&L and distribution leadership . |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Consumer Bankers Association | Director (Board member) | Current |
Board Governance
- Committee assignments: Compensation Committee member; not Chair .
- Independence: Board has affirmatively determined Standridge is independent under Corporate Governance Guidelines, NYSE and SEC rules .
- Attendance: The Board held four regular meetings in fiscal 2025; each incumbent director attended at least 75% of Board and applicable committee meetings; independent directors met in executive session after each of the four Board meetings .
- Tenure/term: Director since March 2025; listed among directors with terms continuing until the 2026 Annual Meeting .
- Board leadership context: Michael J. Endres serves as Lead Independent Director .
Fixed Compensation
Program structure (Fiscal 2025 – non-employee directors):
| Description | ($) |
|---|---|
| Cash Retainer | 95,000 |
| Supplemental Cash Retainer – Chairman of the Board | 50,000 |
| Supplemental Cash Retainer – Lead Independent Director | 30,000 |
| Supplemental Cash Retainer – Audit Committee Chair | 20,000 |
| Supplemental Cash Retainer – Compensation Committee Chair | 15,000 |
| Supplemental Cash Retainer – Nominating and Governance Committee Chair | 15,000 |
| Equity Retainer (delivered as restricted stock) | 140,000 |
| Supplemental Equity Retainer – Chairman of the Board | 65,000 |
| Supplemental Equity Retainer – Lead Independent Director | 65,000 |
Individual compensation (Fiscal 2025):
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 47,500 |
| Stock Awards (Grant-date fair value) | 82,087 |
| Total | 129,587 |
Equity grant mechanics and vesting:
- Standard annual director grants: 3,300 restricted shares on Sep 26, 2024; Chairman and Lead Independent Director received 4,800 shares; all such restricted stock vests Sep 23, 2025 .
- Standridge grant: Pro-rated equity retainer of 1,650 restricted shares on Apr 25, 2025; vests Sep 23, 2025 .
- Change-in-control: All restricted stock fully vests upon a business combination or change in control; death, disability or retirement also trigger immediate vesting .
- Fiscal 2026 update: Board increased targeted value of annual equity retainer by $10,000; cash retainers unchanged .
Deferral program:
- Directors may defer cash retainers under the 2005 Directors NQ Plan with investment choices including a fixed interest rate (4.32% for fiscal 2025) or 401(k)-mirrored options; theoretical share accounts available; accounts fully vested .
Performance Compensation
Director equity is time-based restricted stock (no performance metrics):
| Award Type | Performance Metrics | Vesting/Notes |
|---|---|---|
| Restricted Stock (non-employee directors) | None disclosed; service-based vesting | Cliff vests on the earlier of first anniversary or next annual meeting; CI/death/disability/retirement accelerate vesting . Pro-rated grant of 1,650 shares to Standridge on 4/25/2025; vests 9/23/2025 . |
Plan structure safeguards (2025 Directors Equity Plan):
- Annual per-participant limit: 10,000 shares; plan share pool: 1,000,000 .
- Repricing prohibited without shareholder approval; no cancel-for-regrant at lower price .
- Awards generally non-transferable/ non-pledgeable prior to vesting .
Other Directorships & Interlocks
| Entity | Nature | Interlock/Network | Implication |
|---|---|---|---|
| Huntington Bancshares (HBAN) | Standridge is current SEVP and Consumer & Regional Banking President | Another WOR director, Paul G. Heller, retired SEVP/CTO/COO of HBAN (director at WOR since 2023) ; Lead Independent Director Michael Endres previously served as a Huntington Bancshares director (2003–2018) | Network ties to HBAN leadership may provide financial services expertise and information flow. No Item 404 related-person transactions reported involving Compensation Committee members during fiscal 2025 through proxy date . |
Expertise & Qualifications
- Domain expertise: Strategic initiatives and acquisitions, financial analysis, leadership, consumer/retail banking, indirect auto, equipment finance, mortgage and commercial mortgage banking, digital/marketing, risk management .
- Education: BBA (University of Georgia); MBA (Emory University) .
- Industry involvement: Board member, Consumer Bankers Association .
Equity Ownership
| Metric | Detail |
|---|---|
| Total Beneficial Ownership | 1,650 shares (includes restricted stock) |
| Percent of Shares Outstanding | <1% |
| Composition/Notes | Includes 1,650 restricted shares granted 4/25/2025, vesting 9/23/2025 |
| Ownership Guidelines | Non-employee directors must hold shares valued at 5x annual cash retainer within 5 years of appointment; applies from March 2025 appointment |
| Hedging/Pledging | Hedging prohibited for directors; plan terms restrict transfer/pledge of unvested awards; no explicit company-wide anti-pledging disclosure in proxy |
Governance Assessment
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Board effectiveness and engagement: New independent director with relevant consumer banking and multi-product P&L experience; serves on Compensation Committee, which met and reported as required; all incumbent directors (including Standridge during his service period) met the ≥75% attendance threshold; independent directors held executive sessions after each of four meetings, reinforcing independent oversight .
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Alignment and incentives: 2025 pay mix for Standridge skewed to equity (pro-rated restricted stock); director equity is time-based (not performance-based), vesting on the earlier of first anniversary or next annual meeting; change-in-control accelerates vesting; 2026 equity retainer increased by $10,000, modestly increasing equity alignment .
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Independence and conflicts: Board affirmed Standridge’s independence; Compensation Committee disclosure states no member (including Standridge) had a material interest in any related-person transaction during fiscal 2025 through the proxy date; RPT disclosures in the proxy did not cite Huntington-related transactions, mitigating near-term conflict concerns .
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Ownership “skin in the game”: As a March 2025 appointee, current disclosed beneficial ownership is 1,650 shares (restricted), with five years to meet the 5× cash retainer ownership guideline; anti-hedging policy in place; no explicit anti-pledging policy disclosure (plan-level non-pledge of unvested awards applies) .
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RED FLAGS: None disclosed specific to Standridge (no low attendance; no related-party transactions; no hedging).
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Watch items: Monitor future proxy RPT sections for any banking/credit relationships with Huntington (given network ties) and progress toward ownership guideline within the five-year window .