John Blystone
WORTHINGTON ENTERPRISESAbout John B. Blystone
John B. Blystone (age 72) is Chairman of the Board of Worthington Enterprises and Chair of its Executive Committee. He has served on the WOR board since 1997, was Executive Chairman from September–November 2023, and previously served as Lead Independent Director (2007–2023). He is Executive Chairman and a director of Worthington Steel (WS) and formerly Chairman/President/CEO of SPX Corporation; earlier he held managerial roles at General Electric. He holds a B.A. in Mathematics and Economics from the University of Pittsburgh . Under NYSE/SEC rules, he is not independent because he was an officer within the last three years . The Board is led by Mr. Blystone as non-CEO Chair, with a separate Lead Independent Director structure in place .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SPX Corporation | Chairman, President & CEO | Dec 1995 – Dec 2004 | Led large public industrial; M&A and financial/operational oversight |
| General Electric Company | Managerial and operating roles | 1991 – 1995 | Operations/management experience |
| Freedom Group, Inc. | Chairman of the Board | Aug 2010 – Mar 2012 | Governance leadership of private company |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Worthington Steel (WS) | Executive Chairman; Director | 2023 | Chairs WS Executive Committee; creates interlock with major related-party transactions involving WOR |
| Blystone Consulting, LLC | Director | N/A | Advisory/consulting role |
| Blystone Capital Partners | General Partner | N/A | Investment leadership |
Board Governance
- Roles and committees: Chairman of the Board; Chair of the Executive Committee (only committee chaired by a non-independent director; Audit, Compensation, and Nominating & Governance are chaired exclusively by independent directors) .
- Independence: Not independent under NYSE/SEC and the company’s guidelines due to officer status within the last three years .
- Board structure: Split Chair/CEO with a defined Lead Independent Director (Michael Endres) and regular executive sessions of independent directors .
- Meetings and attendance: Board held four regular meetings in fiscal 2025; all incumbent directors attended at least 75% of Board and committee meetings. Three directors attended the 2024 annual meeting, including Mr. Blystone .
Fixed Compensation (Director Pay – Fiscal 2025)
| Component | Policy/Amount ($) | Blystone Cash Earned ($) | Notes |
|---|---|---|---|
| Annual cash retainer | 95,000 | 145,000 | Chair supplemental cash retainer $50,000; total cash for Blystone from table |
| Chair supplement (cash) | 50,000 | Included above | Paid to Chairman of the Board |
| Committee chair fees (cash) | 15,000–20,000 (per chair) | N/A | Audit Chair $20k; Comp Chair $15k; N&G Chair $15k; not applicable to Blystone |
Source detail: Director cash policy table for FY25 ; individual director compensation table showing Blystone cash $145,000 .
Performance Compensation (Director Equity – Fiscal 2025)
| Equity Element | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual equity retainer | 2024-09-26 | 3,300 shares (standard) | Vests 2025-09-23 | All non-employee directors received 3,300 RS; dividends accrue until vest |
| Chair supplemental equity | 2024-09-26 | +1,500 shares (total 4,800 for Chair) | Vests 2025-09-23 | Chair (Blystone) and Lead Independent Director each received 4,800 RS |
| Blystone equity fair value | 2024-09-26 | $192,336 | Same | Grant-date fair value per director table |
Plan mechanics: Director equity delivered as restricted stock under 2006 Directors Equity Plan, time-based vesting (earlier of one year or next annual meeting). Upon death/disability/retirement or change in control, unvested director RS fully vests; forfeiture on other termination. Dividends credited and paid upon vest (or forfeited) .
Other Directorships & Interlocks
| Company | Role | Interlock/Transaction | Magnitude | Governance Handling |
|---|---|---|---|---|
| Worthington Steel (WS) | Executive Chairman | Steel Supply & Services Agreement (WS supplies products/services to WOR) | $113,400,000 paid by WOR to WS in FY2025; plus $1,782,066 for supplemental technical services | Treated as related party; pricing on arm’s-length mechanism; oversight under RPT Policy/Audit Committee |
| WS and WOR | Transition Services & Real Estate | WOR paid WS $76,555 for services; received $670,814 from WS for services; paid $303,120 to WS (real estate); received $4,642,283 from WS (real estate); aircraft cost reimbursements from WS $1,364,176 | Related-party framework from Separation; reimbursements at actual costs; fair-market terms for real estate |
Related-party policy: Conflicts escalated to Audit Committee; comprehensive Related Person Transaction (RPT) Policy governs review/approval/ratification; director recusal required for involved transactions .
Expertise & Qualifications
- Former CEO/Chair of SPX; public-company leadership, M&A, and financial/operational governance experience .
- Managerial tenure at GE; broad industrial operations perspective .
- Education: B.A. in Mathematics and Economics, University of Pittsburgh .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Notable Details |
|---|---|---|---|
| John B. Blystone | 168,975 | <1% | Includes 4,800 unvested restricted shares vesting 2025-09-23 |
Ownership alignment: Stock ownership guidelines require non-employee directors to hold shares equal to 5x annual cash retainer (and Executive Chairman 5x). The company discloses all directors and NEOs past the five-year threshold have met their targets; anti-hedging policy prohibits hedging/speculative transactions by directors .
Governance Assessment
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Positives
- Experienced non-CEO Chair with deep industrial operating and capital allocation background; separation of Chair/CEO and defined Lead Independent Director role support board oversight .
- Strong attendance and engagement indicators: board/committee attendance ≥75%; Chair attended 2024 annual meeting .
- Director pay mix emphasizes equity with time-based vesting and robust stock ownership guidelines (5x retainer), enhancing alignment; Blystone’s 2025 equity fair value was $192,336 and cash $145,000, totaling $337,336 .
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Risks and RED FLAGS
- Not independent: As a recent officer and current non-employee Chair, Blystone is classified non-independent; he simultaneously serves as Executive Chairman of WS, a material related party to WOR .
- Significant related-party exposure to WS (>$113M FY2025 purchases plus services/real estate/aircraft reimbursements). While governed by RPT policy and claimed arm’s-length terms, the size/multiplicity of arrangements elevate conflict risk and may warrant continued Audit Committee scrutiny and enhanced disclosure around pricing and benchmarking .
- Single-trigger vesting on director equity upon change in control (under the 2025 Directors Equity Plan), which some investors view as less shareholder-friendly than double-trigger .
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Additional context
- Director compensation policy: cash fees unchanged for FY2025; equity retainer increased by $10,000 for FY2026, modestly shifting toward equity .
- Say-on-pay support at the 2024 Annual Meeting was nearly 90%, indicating broad investor support for the pay program and by extension Compensation Committee oversight, though not a direct vote on directors .