John McConnell II
WORTHINGTON ENTERPRISESAbout John H. McConnell II
Age 40; director since January 2023; member of the Executive Committee. Former employee of Worthington Enterprises with roles across product management, business development, and segment leadership; currently Chairman of JMAC, Inc. Education: BA in Strategic Communications and MBA from The Ohio State University. Not independent under NYSE/SEC rules due to Company employment within the last three years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Worthington Enterprises | Product Manager, Life Support Technology | Jun 2014 – Nov 2019 | Product stewardship and portfolio management |
| Worthington Enterprises | Business Director, North American High Pressure Vessels | Nov 2019 – Jun 2021 | Commercial leadership |
| Worthington Enterprises | Vice President, Global Business Development (Sustainable Energy Solutions) | Jun 2021 – Dec 2023 | Strategic partnerships, global growth |
| Columbus Blue Jackets (NHL) | Various roles | 2012 – 2014 | Sports business operations exposure |
| Worthington Enterprises | Various roles | 2000 – 2012 | Early career development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JMAC, Inc. | Chairman of the Board | Sep 2023 – present | McConnell family investment company |
| Worthington Steel, Inc. (WS) | Director | 2023 – present | WS treated as related party due to family/control links |
| National Veterans Memorial and Museum | Board member | N/A | Community leadership |
| Columbus Zoo and Aquarium | Vice-Chairman | N/A | Governance role |
| Nationwide Children's Hospital Foundation | Board member | N/A | Philanthropy |
Board Governance
- Committee assignments: Executive Committee (no chair roles disclosed) .
- Independence: Not independent under Corporate Governance Guidelines, NYSE Rules and SEC Rules due to Company employment within last 3 years .
- Attendance/engagement: Board met 4 times in fiscal 2025; each incumbent director attended at least 75% of aggregate Board and committee meetings during service .
- Board structure: 9 of 12 directors independent; Lead Independent Director is Michael J. Endres; independent committees (Audit, Compensation, Nominating & Governance) comprised solely of independent directors .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $95,000 | Standard non-employee director program |
| Equity Award (grant-date fair value) | $132,231 | Director equity award for FY2025 |
| Meeting/committee fees | Not disclosed | No separate meeting fees disclosed in cited section |
Performance Compensation
| Metric | Measure | Weight | Applicability to Directors |
|---|---|---|---|
| Performance-based metrics | N/A | N/A | No performance-based director metrics disclosed; director equity grants are time-based restricted stock |
| Anti-hedging policy | Prohibits hedging/derivatives | N/A | Applies to directors |
| Stock Ownership Guidelines | 5x annual cash retainer | N/A | Applies to non-employee directors; 5-year compliance window; directors over 5 years have met targets |
- Restricted stock: 3,300 shares of director restricted stock will vest on September 23, 2025 .
Other Directorships & Interlocks
| Entity | Nature | Exposure/Amount | Notes |
|---|---|---|---|
| JMAC / JMAC Air | Aircraft rental agreements | Received $100,323 from JMAC for airplane rental/pilot services in FY2025 | John P. McConnell (largest shareholder) controls JMAC; John H. McConnell II is Chairman of JMAC |
| Double Eagle Club (“the Club”) | Private golf club owned by McConnell family | ~$266,179 paid in FY2025 | Corporate functions/meetings; pricing stated as no less favorable than unrelated members |
| Columbus Blue Jackets (NHL) | Suite, tickets, events | ~$155,399 paid in FY2025 | Majority-owned by John P. McConnell |
| Worthington Steel (WS) | Steel supply/services & shared arrangements | ~$113.4 million paid for products/services; plus $1.782 million supplemental services; reimbursements $1.475 million paid to WS and $2.063 million received; real estate agreements: $303,120 paid and $4,642,283 received; aircraft cost reimbursements: $1,364,176 received | WS treated as related party due to family/board ties; arm’s-length pricing mechanisms noted |
Expertise & Qualifications
- Strategy and operations: Multi-year operating roles at Worthington across products and segments .
- Governance: Board roles at JMAC, WS, and multiple civic institutions .
- Education: BA Strategic Communications; MBA, The Ohio State University .
Equity Ownership
| Item | Amount | % Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 35,069 shares | <1% (*) | As of record date; includes restricted stock holdings |
| Restricted stock (director) | 3,300 shares | N/A | Vests Sept 23, 2025 |
| Spousal holdings (disclaimed) | 254 shares | N/A | Spouse holds; beneficial ownership disclaimed |
| Shares outstanding (record date) | 49,793,529 | — | Basis for % outstanding calculations |
(*) Less than 1% per proxy ownership table conventions .
- Ownership policy: Non-employee directors must hold common shares valued at 5x annual cash retainer within five years; directors beyond five years have met targets; retention and anti-hedging requirements apply .
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | — | Proxy reports overall Section 16 compliance for directors in FY2025; late filings disclosed only for a different individual (Kevin J. Chan), not for John H. McConnell II |
Governance Assessment
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Strengths:
- Deep company familiarity and operational experience; strong community and governance involvement; family stewardship aligns long-term focus .
- Clear stock ownership guidelines for directors and anti-hedging policy support alignment; majority-independent board with independent oversight on key committees .
-
Risks/RED FLAGS:
- Not independent; significant related-party nexus through family-controlled entities (JMAC/JMAC Air, Club, Columbus Blue Jackets) and WS directorship; multiple recurring transactions (including $113.4 million steel supply/services) elevate perceived conflict risk despite policies and committee oversight .
- Concentrated family shareholding and executive committee participation may amplify influence; monitor enforcement of RPT Policy and Audit Committee approval/annual reviews .
-
Mitigants:
- Formal Related Person Transaction Policy administered by Audit Committee and General Counsel, with pre-approval/ratification criteria and annual reviews; non-participation rules for conflicted directors in approvals .
- Assertions of arm’s-length pricing for WS agreements and third-party benchmarking for JMAC Air rentals; disclosures of amounts provide transparency .
-
Shareholder signals:
- “Say-on-pay” support near 90% at 2024 Annual Meeting (executive pay); indicates broad investor endorsement of compensation governance framework .