Joseph Hayek
WORTHINGTON ENTERPRISESAbout Joseph Hayek
Joseph B. Hayek, age 53, is President & CEO of Worthington Enterprises and a director since November 1, 2024; he previously served as EVP Chief Financial & Operations Officer (Dec 2023–Nov 2024) and CFO (Nov 2018–Nov 2023) . He holds a B.S. from Miami University and an MBA from Duke’s Fuqua School (Rollins Scholar), with prior roles in M&A, operations and investment banking; he led strategic separation (“Worthington 2024”) credited with unlocking over $1B in shareholder value and delivered record profits through COVID-era volatility . Performance context: in fiscal 2025 the Company achieved YoY growth in adjusted EPS and adjusted EBITDA and margin expansion ; TSR for FY2025 equated to $353 on a $100 base vs peer TSR $236, with Net Income $95mm and Adjusted EBITDA $267mm . CEO governance: Chairman is separate (John Blystone) and a Lead Independent Director (Michael Endres) presides over executive sessions, supporting independent oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Worthington Enterprises | President & CEO; Director | Nov 2024–present | Oversight of consumer and building products; focus on ROA/Adj. EBITDA performance and capital allocation . |
| Worthington Enterprises | EVP Chief Financial & Operations Officer | Dec 2023–Nov 2024 | Led post-separation operating model and performance systems . |
| Worthington Industries (pre-Separation) | CFO; VP CFO | Nov 2018–Nov 2023 | Co-led Worthington 2024 separation positioning both companies for growth . |
| Worthington | VP & GM, Oil & Gas Equipment | Mar 2017–Nov 2018 | Segment leadership, operational execution . |
| Worthington | VP M&A & Corporate Development | Apr 2014–Mar 2017 | Led acquisitions/integration, portfolio shaping . |
| PCM/Sarcom | President | Prior to 2014 | Ran largest division of PCM; commercial/operational expertise . |
| Raymond James; Wachovia | Investment Banking | ~10 years | Transaction execution, capital markets experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ODW Logistics Inc. | Board of Advisors | Current | Private logistics advisory role . |
| The Fishel Company | Board of Advisors | Current | Construction services advisory role . |
| Catholic Social Services | Board member | Current | Non-profit governance . |
| Community Shelter Board | Trustee | Prior | Community non-profit service . |
Fixed Compensation
| Component | FY2025 Level | Notes |
|---|---|---|
| Base Salary | $725,000 | CEO salary effective Nov 1, 2024; prior FY2025 CFO salary $600,000 . |
| Salary Paid (SCT) | $660,240 | Reflects proration across CFO→CEO transition . |
| Perquisites | $13,910 | Includes limited perqs; Company emphasizes limited perqs . |
| 401(k) Company Contributions | $21,078 | Company contributions and match . |
| 2005 NQ Plan Company Contributions | $58,365 | Non-qualified plan contributions in FY2025 . |
| Insurance Premiums Paid | $7,499 | Group term life and disability . |
Performance Compensation
| Incentive | Metric | Weight | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus (FY2025) | Corporate ROA | 50% | 103.4% of salary | Corporate bonus pool paid at 148% of target; Hayek bonus $1,111,500 . | Paid post-year end . |
| Annual Cash Bonus (FY2025) | Corporate Adjusted EBITDA | 50% | 103.4% of salary | See above . | Paid post-year end . |
| LT Performance Shares (FY2023–FY2025) | Corporate measures | — | 100% of targets | 9,966 shares delivered; value $642,608 (at $64.48 close on 7/1/2025) . | 3-year performance; delivered July 1, 2025 . |
| LT Performance Awards (FY2023–FY2025) | Corporate measures | — | 100% of targets | $560,000 cash award . | Paid post-performance period . |
| LT Grants (FY2025–FY2027) | Cumulative Corporate ROA | 50% | 6,700 PS target | PS: Threshold 3,350; Target 6,700; Max 13,400 . | 3-year period ending 5/31/2027 . |
| LT Grants (FY2025–FY2027) | Corporate Adjusted EBITDA growth | 50% | $652,000 target PA | PA: Threshold $326k; Target $652k; Max $1.304mm . | 3-year period ending 5/31/2027 . |
| Stock Options (6/27/2024) | Price appreciation | — | 9,000 options | Strike $47.00; grant date FV $158,130; 3-year ratable vest; expiration 6/27/2034 . | 1/3 annually over 3 years . |
| Restricted Stock (6/27/2024) | Time-based | — | 10,100 (3-yr) | Cliff vest on 3rd anniversary; plus 1,760 (2-yr), 880 (1-yr) supplemental grants . | Cliff vest schedules per grant . |
| Restricted Stock (11/6/2024) | Time-based | — | 19,200 (3-yr) | Promotion grant; cliff vest after 3 years . | 3-year cliff . |
| Special PSAs (granted 6/24/2022) | Share price avg ≥$65 for 90 days + retention | — | N/A | Vested June 24, 2025 after both share price and retention conditions met . | Up to 5-year window; vested once conditions satisfied . |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 248,957 shares | As of record date; includes direct/indirect holdings . |
| Ownership % of Shares Outstanding | <1% | Denoted “*” for <1% (49,793,529 shares outstanding) . |
| Currently Exercisable Options | 29,541 shares | Included in beneficial ownership total . |
| Restricted Stock (Unvested) | 73,576 shares | Included in beneficial ownership total; held in escrow, cannot be pledged . |
| Theoretical Shares (2005 NQ Plan) | 4,943 shares | Credited phantom; voting/disposition only upon distribution . |
| Retirement Accounts (Indirect) | 3,659 shares | Personal retirement accounts with third-party brokers . |
| Stock Ownership Guideline | 5x base salary (CEO) | All directors/NEOs past 5-year threshold met their targets . |
| Anti-Hedging Policy | Hedging prohibited | No speculative trading or hedging by directors/officers; Insider Trading Policy references 10b5-1 compliance . |
Outstanding Equity Awards and Vesting Schedule (as of 5/31/2025)
| Award Type | Shares/Units | Strike/Value | Vest/End Date |
|---|---|---|---|
| Options (exercisable) | 8,340 | $38.25 | 6/25/2031 . |
| Options (exercisable/unexercisable) | 8,078 / 4,039 | $29.48 | 6/24/2032 . |
| Options (exercisable/unexercisable) | 3,042 / 6,085 | $44.15 | 6/30/2033 . |
| Options (unexercisable) | 9,000 | $47.00 | 6/27/2034 . |
| Restricted Stock (granted 6/27/2024) | 10,100 | — | 3-year cliff . |
| Restricted Stock (granted 6/27/2024) | 1,760 | — | 2-year cliff . |
| Restricted Stock (granted 6/27/2024) | 880 | — | 1-year cliff (vested 6/27/2025) . |
| Restricted Stock (granted 11/6/2024) | 19,200 | — | 3-year cliff . |
| Unearned Performance Shares | 13,534 | — | Ends 5/31/2026 . |
| Special PSAs (ATSR/Price growth) | 33,340 (each) | — | Ends 4/09/2027 . |
| Performance Shares (FY2025–FY2027) | Up to 13,400 | — | Ends 5/31/2027 . |
Employment Terms
- Contracts and severance: No employment or standalone change-in-control agreements for executive officers; compensation tied to shareholder-approved incentive plans .
- Bonus treatment: Pro-rata upon death/disability/retirement; target payout upon change-in-control followed by termination during the performance period .
- Equity treatment: Double-trigger acceleration—unvested options/RS/PS/PA generally vest or pay out upon a change-in-control followed by termination without cause or constructive termination; options exercisable up to 12 months post-termination under CIC; RS fully vest under CIC termination; PS/PA payable at least at target on CIC termination unless otherwise specified at grant .
- Clawbacks: Compensation Committee oversees creation/revision of clawback policy for recovery of erroneously awarded incentive comp .
- Pensions/SERP: No defined benefit pension or SERP benefits .
- Insider trading: Policy prohibits trading while in possession of MNPI except under compliant Rule 10b5-1 plans .
Board Governance
- Board service: Director since 2024 with term continuing to the 2027 Annual Meeting; member of Executive Committee .
- Independence: Not independent (employee); Board comprises 9 of 12 independent directors; Audit/Compensation/Nominating committees composed exclusively of independent directors .
- Leadership structure: Separate Chairman (Blystone) and CEO roles, plus a robust Lead Independent Director function (Endres) supervising executive sessions and governance processes .
- Attendance: All incumbent directors attended at least 75% of Board and committee meetings in FY2025; non-employee independent directors met in executive session after each of four regularly scheduled meetings .
- Director compensation for Hayek: As an employee, he receives no separate director compensation .
Compensation Committee Analysis
- Composition: Michael J. Endres (Chair), Kerrii B. Anderson, Paul G. Heller, Ozey K. Horton, Jr., Brantley J. Standridge—all independent and non-employee directors .
- Consultant: Willis Towers Watson retained as independent consultant; compensation-related fees $152,441; insurance affiliate received commissions $82,045; independence assessed and determined acceptable .
- Philosophy: Highly leveraged, pay-for-performance with below-median base salaries and above-median bonus opportunities; LTIs blend options, RS, PS and cash performance awards tied to ROA/Adj. EBITDA .
- Peer group: Broad-based comparator (~845 companies) using regression to align to ~$1.9B revenue; target market median levels for LTIs .
Say-on-Pay & Shareholder Feedback
- FY2024 say-on-pay approval nearly 90% of votes cast; over 90% excluding broker non-votes; committee considered supportive vote in ongoing design .
Investment Implications
- Alignment: Strong pay-for-performance design anchored on ROA and Adjusted EBITDA drives capital discipline; CEO guideline of 5x salary builds ownership alignment; hedging prohibited; restricted stock cannot be pledged .
- Retention and selling pressure: Multiple cliff vest dates (e.g., Nov 6, 2027 RS and Jun 27, 2027 RS) and annual vesting of options may cluster Form 4 activity around anniversaries and post-performance deliverables (e.g., July 1 deliveries of performance shares); insider 10b5-1 plans and policy constraints may shape execution .
- Change-in-control economics: Double-trigger equity acceleration and target bonus payouts reduce uncertainty in strategic scenarios, without standalone severance multiples—limiting shareholder-unfriendly payouts while preserving executive focus .
- Execution track record: Leadership through separation and product portfolio strategy supports value creation credibility; FY2025 performance improved YoY and TSR outperformed peers over that period; continued focus on ROA and Adj. EBITDA should translate to disciplined growth .
Citations:
[1:x] = 2025 DEF 14A (WOR) at chunk x; [9:x] = 8-K (Oct 8, 2024) at chunk x.