Kerrii Anderson
WORTHINGTON ENTERPRISESAbout Kerrii B. Anderson
Independent director of Worthington Enterprises, Inc. (WOR) since September 2010; age 68. Former CEO, President and CFO of Wendy’s International and ex-SVP/CFO of M/I Schottenstein Homes (M/I Homes). Certified Public Accountant; designated “audit committee financial expert”; MBA from Duke University (Fuqua) and BA from Elon University. Currently Audit Committee Chair and member of the Compensation and Executive Committees; recognized with NACD CERT Certificate in Cybersecurity Oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wendy’s International, Inc. | CEO & President | Nov 2006 – Sep 2008 | Led post-merger period prior to formation of Wendy’s/Arby’s Group; board director 2001–2008. |
| Wendy’s International, Inc. | Interim CEO & President | Apr 2006 – Nov 2006 | Transition leadership prior to permanent CEO appointment. |
| Wendy’s International, Inc. | EVP & CFO | 2000 – Apr 2006 | Oversaw finance, reporting, operations support. |
| M/I Schottenstein Homes (M/I Homes) | SVP & CFO | 1987 – 2000 | Corporate finance leadership for homebuilder. |
External Roles
| Organization | Capacity | Tenure | Committees/Role |
|---|---|---|---|
| Labcorp Holdings, Inc. | Director | Since May 2006 | Audit Committee member; Nominating & Board Governance member. |
| Abercrombie & Fitch Co. | Director | Since Feb 2018 | Chair, Audit & Finance; member, Nominating & Governance. |
| The Sherwin-Williams Company | Director | Since Apr 2019 | Chair, Compensation & Management Development; member, Nominating & Corporate Governance. |
| Chiquita Brands International, Inc. | Director (prior) | 2009 – Jan 2015 | Chairwoman; Chair, Nominating & Governance; Audit Committee member (company taken private in 2015). |
| P.F. Chang’s China Bistro, Inc. | Director (prior) | 2009 – Jul 2012 | Director until acquisition by Wok Acquisition Corp. |
| The Columbus Foundation | Finance Committee Chair | Current | Civic finance oversight. |
| OhioHealth Corporation | Executive Compensation Committee member | Current | Compensation governance. |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; Executive Committee member.
- Audit committee financial expert: Board determined Anderson qualifies under Item 407(d)(5) of Regulation S-K.
- Independence: Board affirmatively determined Anderson is independent under NYSE and SEC rules and company guidelines.
- Attendance and engagement: Board held four regular meetings in fiscal 2025; each incumbent director attended at least 75% of Board and relevant committee meetings; non-employee independent directors held executive sessions after each of the four meetings.
- Annual meeting participation: Anderson attended the 2024 Annual Meeting.
- Lead Independent Director: Michael Endres (context for governance structure and executive sessions).
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Cash Retainer | $95,000 | Standard non-employee director cash retainer. |
| Supplemental – Audit Committee Chair | $20,000 | Committee chair cash supplement. |
| Total Cash Earned (Anderson) | $115,000 | As reported in director compensation table. |
| Equity Retainer (target value) | $140,000 | Delivered in restricted stock; target for non-employee directors. |
| Restricted Stock Granted (Anderson) | 3,300 shares | Granted Sep 26, 2024; cliff vest Sep 23, 2025. |
| Equity Award Fair Value (Anderson) | $132,231 | ASC 718 grant-date fair value for FY2025. |
- Director deferral plan option: Eligible to defer cash retainers into the 2005 Directors NQ Plan, including election into theoretical common shares or fixed/401(k)-linked returns.
- 2026 director equity plan: Board proposed the 2025 Directors Equity Plan enabling restricted stock, RSUs, stock options, SARs; replaces 2006 Directors Equity Plan if approved.
Performance Compensation
| Feature | FY2025 Details | Metric |
|---|---|---|
| Equity structure for directors | Restricted stock; time-based vesting (no performance hurdles). | Not applicable |
| Change-in-control treatment | Director restricted stock fully vests upon business combination/change in control; also vests on death/total disability/retirement. | Not applicable |
Non-employee director compensation at WOR is not performance-metric based; annual equity grants are time-vested restricted stock, aligning with shareholder value through share price and ownership rather than formulaic TSR/financial targets.
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation committee interlocks | No member of WOR’s Compensation Committee (including Anderson) had related person transactions; no interlocks between WOR executive officers and other issuers’ compensation committees in fiscal 2025. |
Expertise & Qualifications
- CPA; seasoned former CEO/CFO with deep accounting, reporting, and operational leadership experience.
- Audit committee financial expert designation; extensive public company board governance across audit, compensation, and nominating committees.
- Cybersecurity oversight credential (NACD CERT).
- MBA (Duke Fuqua), BA (Elon).
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Anderson) | 86,776 shares | Less than 1% of outstanding. Includes 3,300 restricted stock vesting 9/23/2025. |
| Theoretical common shares (2005 Directors NQ Plan) | 12,164 | Bookkeeping account credited; pecuniary interest; non-voting until distribution. |
| Disclaimed shares | 436 (spouse) + 2,842 (children’s trusts) | Beneficial ownership disclaimed; spouse is trustee for children’s trusts. |
| Ownership guidelines | 5x annual cash retainer for non-employee directors | All directors/NEOs past five years have met guidelines. |
| Hedging policy | Hedging by directors prohibited. |
Related-Party Exposure and Conflicts
- Independence affirmed with no material relationships; Audit Committee (chaired by Anderson) administers the Related Person Transaction (RPT) Policy to review/approve related person transactions.
- Disclosed related-party transactions primarily involve the McConnell family entities (JMAC, Columbus Blue Jackets) and Worthington Steel (WS) post-spin agreements; these are overseen with arm’s length terms and Audit Committee review where applicable. Anderson is not identified as a participant/beneficiary in these transactions.
Governance Assessment
- Strengths: Long-tenured independent director with deep finance and audit credentials; Audit Chair and designated financial expert enhance oversight of reporting, controls, ERM (including cybersecurity); strong ownership alignment via guidelines and deferred equity; adherence to anti-hedging policy.
- Engagement: ≥75% meeting attendance; participation in executive sessions; attendance at the 2024 Annual Meeting—positive signal of shareholder engagement.
- Compensation alignment: Director pay mix emphasizes equity via time-vested restricted stock, with reasonable cash retainers and clear chair supplements; no performance metrics or option repricing; director equity plan prohibits repricing without shareholder approval.
- Potential watchpoints: Significant external board workload (Labcorp, Abercrombie & Fitch, Sherwin-Williams) with multiple committee chair roles—valuable expertise but increases time demands; ongoing monitoring of attendance and audit workload advisable.
- Broader governance signals: Strong pay-for-performance support in say-on-pay (~90% approval in 2024), robust independence across key committees, active RPT policy oversight—supports investor confidence.