Michael Endres
WORTHINGTON ENTERPRISESAbout Michael J. Endres
Michael J. Endres (age 77) is Lead Independent Director of Worthington Enterprises and has served on the Board since 1999. He is Senior Advisor and co‑founder of Stonehenge Partners (private equity), with core credentials in equity investing, M&A, strategic initiatives, and financial analysis; he holds a B.S. from Miami University . As Lead Independent Director, he presides over executive sessions and serves as principal liaison between independent directors and management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stonehenge Partners, Inc. | Senior Advisor; co‑founder | Since Aug 1999 | Advises on company financial characteristics; manages investment acquisitions/dispositions |
| Huntington Bancshares Incorporated | Director | 2003–2018 | Public company board service |
| Tim Hortons Inc. | Director; Chair of Audit Committee; Executive Committee member | 2006–Dec 2014 | Chaired Audit Committee; director through acquisition by RBI |
| W.W. Williams Company / TRI‑W Group | Director | 2011–2016 (W.W. Williams); formerly TRI‑W Group | Industrial aftermarket services governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Conterra AG | Director; Chairman | Since 2014 | Real estate finance company |
| Calibre Group LLC | Director | Since 2015 | Industrial‑focused private equity firm |
Board Governance
- Independence: The Board affirmatively determined Endres is independent under NYSE and SEC rules and the company’s Corporate Governance Guidelines .
- Roles: Lead Independent Director; Chair, Compensation Committee; member, Executive Committee .
- Lead Independent Director responsibilities include advising on agendas and information flow, calling/executive‑session leadership, liaison with Chair/CEO, committee membership recommendations, and shareholder availability .
- Meetings and executive sessions: The Board held four meetings in fiscal 2025; each incumbent director attended at least 75% of combined board and committee meetings; independent directors met in executive session after each regular meeting, presided by the Lead Independent Director .
- Compensation Committee activity and interlocks: Compensation Committee (chaired by Endres) met twice in fiscal 2025; no member (including Endres) had any related‑person transaction or interlock during fiscal 2025 through the proxy date .
Fixed Compensation (Director)
| Component | Amount/Detail | Evidence |
|---|---|---|
| Annual cash retainer | $95,000 | |
| Supplemental cash retainer – Lead Independent Director | $30,000 | |
| Supplemental cash retainer – Compensation Committee Chair | $15,000 | |
| Cash paid FY2025 (Endres) | $140,000 | |
| Equity retainer (time‑vested RS) – base | Targeted $140,000 value | |
| Supplemental equity – Lead Independent Director | Targeted $65,000 value | |
| FY2025 director equity grant (Endres) | 4,800 restricted shares (granted 9/26/2024; vests 9/23/2025) | |
| Grant-date fair value of 2025 equity (Endres) | $192,336 | |
| Total FY2025 director compensation (Endres) | $332,336 | |
| Stock ownership guideline (non‑employee directors) | 5× annual cash retainer; all directors past 5‑year threshold have met |
Notes: Directors received restricted stock (not RSUs); 2025 director equity awards were determined on the second trading day after Q1 FY2025 earnings; all director RS awards vest 9/23/2025 .
Performance Compensation (Director)
| Item | Detail |
|---|---|
| Performance‑based director pay | None disclosed; director compensation consists of cash retainers and time‑vested restricted stock (no performance metrics/options for directors) . |
Other Directorships & Interlocks
| Company | Status | Role/Committee | Notes |
|---|---|---|---|
| Huntington Bancshares Incorporated | Former public | Director | 2003–2018 |
| Tim Hortons Inc. | Former public | Director; Audit Chair; Executive Committee | 2006–Dec 2014; acquired by RBI |
| Conterra AG | Current (private) | Director; Chairman | Since 2014 |
| Calibre Group LLC | Current (private) | Director | Since 2015 |
| W.W. Williams / TRI‑W Group | Former (private) | Director | 2011–2016; successor TRI‑W Group |
- Compensation Committee interlocks: None – committee members (including Endres) had no interlocks or related‑person transactions during FY2025 through the proxy date .
Expertise & Qualifications
- Financial, M&A, and private equity expertise from co‑founding and advising Stonehenge Partners; prior audit chair experience (Tim Hortons) .
- Education: B.S., Miami University .
- Board leadership: Lead Independent Director with explicit responsibilities over agendas, executive sessions, and shareholder engagement .
Equity Ownership
| Measure | Amount/Status | Evidence |
|---|---|---|
| Total beneficial ownership | 221,150 shares (<1% of outstanding) | |
| Direct/indirect ownership detail | 81,489 shares held as trustee of a living trust | |
| Deferred/theoretical shares (Director NQ Plan) | 139,661 “theoretical” shares credited; not votable/disposable until distribution | |
| Unvested restricted stock (director equity) | 4,800 shares vesting 9/23/2025 |
Stock ownership policy counts beneficial, plan, phantom/theoretical, and restricted shares toward guidelines; all directors past five years are in compliance .
Related‑Party and Conflict Review
- Independence and conflicts: The Board determined Endres has no material relationship that would impair independence under NYSE/SEC rules and company guidelines .
- Related‑party transactions: Proxy discloses related‑party dealings primarily involving entities affiliated with the McConnell family and Worthington Steel (post‑separation) overseen under the Related Person Transaction Policy; no Endres‑specific related‑party transactions are disclosed .
- Compensation Committee interlocks/insider participation: None (Endres as Chair) .
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) filing compliance (FY2025) | The company reports all directors complied, with exceptions only for two late Forms 4 for an executive (Kevin J. Chan); no exceptions are attributed to Endres . |
Governance Assessment
- Strengths:
- Independent Lead Director with robust responsibilities and regular executive sessions enhances board oversight and investor access .
- Clear committee leadership (Compensation Chair) with independent membership and use of an independent compensation consultant; no interlocks/conflicts reported .
- Strong ownership alignment: meaningful beneficial and deferred share holdings; stringent 5× retainer guideline; hedging prohibited .
- Engagement/attendance: Endres met the board’s ≥75% meeting attendance threshold in FY2025 .
- Watch items:
- Long tenure (director since 1999) can raise independence‑perception questions at some institutions; mitigated by formal independence affirmations and LID role .
- Company has several related‑party transactions with significant shareholders/affiliates (e.g., JMAC, WS), though none involve Endres; ongoing audit oversight is important .
Say‑on‑pay context for overall governance sentiment: 2024 advisory vote approval was nearly 90% (over 90% excluding broker non‑votes), indicating strong shareholder support of pay practices during the period .