David Blom
WORTHINGTON ENTERPRISESAbout David P. Blom
David P. Blom (age 71) has served as an independent director of Worthington Enterprises since June 2019; he chairs the Nominating and Governance Committee and is a member of the Audit Committee . Blom is the former President and CEO of OhioHealth Corporation (2002–2019), with prior roles including President of OhioHealth’s central Ohio hospitals while serving as EVP/COO, and holds a Master of Health Services Administration from George Washington University and a BA in Business Administration from The Ohio State University . The Board has affirmatively determined he is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OhioHealth Corporation | President & CEO | Mar 2002 – Jun 2019 | Led strategic initiatives; human capital; profitability; quality of care and customer experience |
| OhioHealth (Central Ohio Hospitals) | President, EVP/COO | Not disclosed (prior to CEO) | Hospital leadership while serving as COO |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Methode Electronics | Director | Since 2019 | Current board service |
| Vizient Inc. | Director | Since 2011 | Current board service |
| Healthy Roster | Director | Since 2017 | Current board service |
| Kimball Midwest Advisory Council | Advisory Council Member | Since 2015 | Current role |
| The Columbus Foundation | Director | 2011 – 2017 | Prior board service |
| Dominion Homes, Inc. | Director | 2006 – 2009 | Prior public company board service |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Audit (Audit Committee members: Anderson (Chair), Blom, Davis, Heller) .
- Independence: Board determined Blom is independent (no material relationships under NYSE/SEC and company guidelines) .
- Attendance: In FY2025, each incumbent director attended at least 75% of aggregate Board and committee meetings on which they served; Board held four regular meetings, with independent directors meeting in executive session after each one .
- Committee activity: Audit Committee met four times in FY2025 and oversees financial reporting, ERM, compliance, and related-person transaction policy administration .
- Lead Independent structure and governance practices are in place; committees are composed solely of independent directors .
Fixed Compensation
| Description | Amount ($) |
|---|---|
| FY2025 Cash fees – Blom | 110,000 |
| FY2025 Equity grant (grant-date fair value) – Blom | 132,231 |
| FY2025 Total – Blom | 242,231 |
Director retainer framework (FY2025):
| Description | ($) |
|---|---|
| Cash Retainer (Non-employee director) | 95,000 |
| Supplemental Cash Retainer – Nominating & Governance Chair | 15,000 |
| Equity Retainer (target value; delivered in restricted stock) | 140,000 |
Notes:
- The Compensation Committee left cash retainers unchanged for FY2025; for FY2026, the Board increased the targeted equity retainer by $10,000 .
Performance Compensation
| Element | Detail |
|---|---|
| Equity vehicle | Restricted stock for non-employee directors under Directors Equity Plan |
| FY2025 grant | 3,300 shares granted Sept 26, 2024 to each non-employee director; vests Sept 23, 2025 |
| Grant valuation | Grant-date fair value for Blom: $132,231 (ASC 718) |
| Vesting/forfeiture | Cliff vest on first anniversary or next annual meeting; unvested forfeited upon service termination (except death, disability, retirement); full voting/dividend accrual during restriction |
| Change-in-control (CIC) | Under existing plan, director restricted stock fully vests upon a business combination/CIC; the 2025 Directors Equity Plan similarly accelerates director awards upon CIC (options/SARs/RS/RSUs) |
| Deferral | Directors may defer cash retainers and elect theoretical common share credits under Director Deferral Plans |
Other Directorships & Interlocks
- Current external roles include Vizient Inc., Methode Electronics, Healthy Roster, and Kimball Midwest Advisory Council; no Worthington-related commercial relationships involving Blom are disclosed in the related-persons section .
- The Board’s independence determination explicitly considered relationships in the related-person transactions section and still affirmed Blom’s independence .
Expertise & Qualifications
- Former healthcare system CEO with experience in strategy, human capital, profitability improvement, and customer experience; brings operational and governance oversight skills applicable to Audit and Nominating & Governance work .
- Education: MHSA (George Washington University); BA in Business Administration (The Ohio State University) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Notable Details |
|---|---|---|---|
| David P. Blom | 24,119 | <1% | Includes 3,300 restricted shares granted to non-employee directors vesting Sept 23, 2025 |
Alignment policies and restrictions:
- Stock ownership/retention guideline: Non-employee directors must own shares valued at 5x annual cash retainer; Board states all directors/NEOs who passed 5 years have met their targets .
- Anti-hedging: Directors are prohibited from hedging company stock (e.g., shorts, options, collars, swaps, exchange funds) .
- Pledging: Restricted stock held in escrow may not be pledged, sold or transferred until restrictions lapse .
Governance Assessment
- Alignment and incentives: Blom’s FY2025 mix skews toward equity (equity grant value exceeded cash fees), supporting alignment with shareholders . Stock ownership guideline (5x retainer) and anti-hedging rules strengthen alignment; restricted stock terms and CIC acceleration are disclosed .
- Independence and conflicts: Board affirmatively deems Blom independent under NYSE/SEC rules; related-person transactions disclosed in the proxy do not involve him; RPT policy is administered by the Audit Committee with defined approval thresholds and annual review .
- Effectiveness and engagement: He chairs Nominating & Governance and sits on Audit; Audit Committee met 4x, and each incumbent director attended at least 75% of Board and committee meetings; independent directors held executive sessions after each regular Board meeting .
- Pay practices and shareholder sentiment: Director pay structure is transparent, with unchanged cash retainers in FY2025 and modest increase to targeted equity in FY2026; the Compensation Committee uses an independent consultant (WTW), with an independence assessment documented. Say‑on‑pay in 2024 received nearly 90% approval (over 90% excluding broker non-votes), indicating broad shareholder support for pay practices .
- RED FLAGS: None specific to Blom disclosed. Company-wide policies prohibit hedging; no pledging of restricted shares; no Blom-related related‑party transactions disclosed; however, only three of 11 then-incumbent directors attended the 2024 annual meeting (Anderson, Blystone, Rose), which may be noted by some investors as a board engagement datapoint .