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Mark Davis

Director at WORTHINGTON ENTERPRISESWORTHINGTON ENTERPRISES
Board

About Mark C. Davis

Mark C. Davis (age 65) has served as an independent director of Worthington Enterprises (WOR) since 2011 and is a member of the Audit Committee. He is a private investor and CEO of Lank Acquisition Corp.; previously he held senior investment banking roles at JPMorgan Chase (Head of M&A; Head of General Industry Investment Banking; Co-Head of Investment Banking Coverage; Vice Chairman) and holds an MBA from Tuck and a BA from Dartmouth; he is designated an “audit committee financial expert” under SEC rules . The Board has affirmatively determined Mr. Davis is independent under NYSE and SEC rules .

Past Roles

OrganizationRoleTenureCommittees/Impact
JPMorgan ChaseHead, Merger & Acquisition Group; later Head of General Industry Investment Banking; Co-Head of Investment Banking Coverage; Vice Chairman1996–2003 Senior leadership across coverage and M&A; deep financial and transactional expertise

External Roles

OrganizationRoleTenureNotes
Lank Acquisition Corp.Chief Executive OfficerFounded 2007; current Private investment firm; minority/majority stakes in public/private companies

Board Governance

  • Committee memberships: Audit Committee member; identified as an audit committee financial expert .
  • Independence: Board affirmed independence for Mr. Davis; audit committee comprises only independent directors under NYSE and SEC rules .
  • Attendance and engagement: The Board held four regular meetings in fiscal 2025; each incumbent director attended at least 75% of Board and assigned committee meetings during their service period . The company had three directors attend the 2024 Annual Meeting (Anderson, Blystone, Rose), indicating Mr. Davis did not attend that annual meeting (signal of limited shareholder-facing engagement) .
  • Board structure: Separate Chair and CEO; Lead Independent Director oversees executive sessions; non-employee independent directors met in executive session after each quarterly Board meeting in fiscal 2025 .

Fixed Compensation

ComponentFY2025 Amount ($)Notes
Cash Retainer95,000 Base cash retainer; chairs receive supplemental cash retainers (Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $15,000; Chairman $50,000; Lead Independent Director $30,000)
Total Cash Earned95,000 No per-meeting fees disclosed; retainer-based structure

Performance Compensation

Equity TypeGrant DateSharesGrant Date Fair Value ($)VestingChange-in-Control Terms
Restricted StockSep 26, 2024 3,300 132,231 Cliff vest on Sep 23, 2025 Full vest upon change in control, death, total disability, or retirement; forfeiture upon other termination
  • FY2025 director equity retainer targeted value $140,000 (delivered in restricted stock); FY2026 equity retainer targeted value increased by $10,000; cash retainers unchanged .
  • Director deferral plans allow deferral of cash retainers with investment alternatives (including theoretical common shares); FY2025 fixed rate 4.32% .
  • Anti-hedging policy prohibits directors from short sales, publicly-traded options, collars, forwards, swaps; no speculative trading permitted .

Performance metric table (directors):

MetricApplies to Directors?Detail
TSR, ROA, Adj. EBITDA goalsNo Director equity is time-based restricted stock; no performance-conditioned director awards

Other Directorships & Interlocks

CompanyRoleCommittee RolesNotes
None disclosed——No current public company boards listed for Mr. Davis in the proxy biography

Expertise & Qualifications

  • Financial expertise: Audit committee financial expert designation; extensive M&A and investment banking leadership (Vice Chairman at JPMorgan) .
  • Education: MBA, Tuck School of Business; BA, Dartmouth College .
  • Governance: Service since 2011; experienced in equity investing, financial analysis, acquisitions; Audit Committee oversight experience .

Equity Ownership

HolderShares Beneficially Owned% of OutstandingNotes
Mark C. Davis44,479 <1% Includes 3,300 unvested restricted shares vesting Sep 23, 2025
  • Ownership guidelines: Non-employee directors must hold common shares valued at five times annual cash retainer; all directors beyond five-year threshold have met targets .
  • Retention: Directors must retain shares until guideline met; prohibition on hedging; no pledging policy disclosed in proxy text .

Governance Assessment

  • Strengths:
    • Independence and long-tenured audit oversight; designated audit committee financial expert and member of an all-independent Audit Committee .
    • Material equity component in director pay ($132,231 restricted stock vs. $95,000 cash), supporting alignment with shareholders; equity ≈58% of FY2025 total ($132,231 / $227,231) based on disclosed amounts .
    • Robust stock ownership requirement (5× cash retainer) and anti-hedging policy; directors at five-year mark reported compliant .
  • Risks/Red Flags:
    • Annual meeting attendance: Mr. Davis not among the three directors who attended the 2024 Annual Meeting; suggests limited direct engagement with shareholders at annual meeting forums (monitor future attendance) .
    • Director equity awards are time-based without performance conditions; while common in U.S. governance, lack of performance linkage reduces pay-for-performance signaling for directors .
  • Compensation governance:
    • Compensation Committee independent; uses WTW as independent compensation consultant; committee assessed WTW and its insurance affiliate for conflicts and found none (consulting fees $152,441; insurance commissions $82,045 paid by issuers) .
  • Conflicts/Related-party:
    • Nominating & Governance Committee charter includes proactive conflict review; no related-party transactions or conflicts disclosed for Mr. Davis in proxy .

Appendix: FY2025 Director Compensation Summary (Selected)

NameFees Earned/Paid in Cash ($)Stock Awards ($)Total ($)
Mark C. Davis95,000 132,231 227,231