Ozey Horton, Jr.
WORTHINGTON ENTERPRISESAbout Ozey K. Horton, Jr.
Ozey K. Horton, Jr. (age 74) has served on Worthington Enterprises’ board since 2011 and is an independent advisor and Director Emeritus at McKinsey & Company. He holds a B.S.E. in civil and environmental engineering from Duke University and an MBA from Harvard Business School . He is classified by the Board as an Independent Director under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Director; Director Emeritus (retired Feb 2011) | 1981–2011 | Led global practices (pulp, paper & packaging; basic materials; operations within energy/materials); extensive strategy/M&A/performance work across basic industrials |
| Metso Corporation | Director (former) | Not disclosed | Board service (former) |
| Spoleto Festival USA | Director (former) | Not disclosed | Board service (former) |
| Duke University – Pratt School of Engineering | Board of Visitors (former) | Not disclosed | Board service (former) |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Louisiana-Pacific Corporation | Director | Since Sep 2016 | Finance & Audit; Nominating & Corporate Governance |
| ArborGen Holdings Limited | Director | Since 2018 | Board service |
| Dabbagh Group Holding Co. Ltd. | Advisory Board member | Not disclosed | Advisory focus |
| MUSC Hollings Cancer Center | Advisory Board member | Not disclosed | Advisory focus |
| Liberty Fellows | Senior Advisor Group | Not disclosed | Advisory focus |
Board Governance
- Independence: The Board affirmatively determined Mr. Horton is independent under the Corporate Governance Guidelines, NYSE Rules, and SEC Rules .
- Committee assignments (WOR): Member, Compensation Committee; Member, Nominating & Governance Committee .
- Attendance: In fiscal 2025, each incumbent director attended at least 75% of the aggregate of Board and assigned committee meetings during their service period .
- Executive sessions: Independent directors met in executive session after each of the four regularly scheduled Board meetings in fiscal 2025 .
- Annual meeting attendance (context): Three of 11 then‑incumbent directors attended the 2024 Annual Meeting (Anderson, Blystone, Rose); Worthington has no formal policy requiring director attendance at annual meetings .
Fixed Compensation
| Component (FY2025) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 95,000 | Standard non‑employee director retainer; no meeting fees disclosed |
| Committee chair fees | 0 | Not a chair (Comp Chair: Endres; Nom/Gov Chair: Blom) |
| Lead Independent Director/Chair supplements | 0 | Supplements apply to Chairman (+$50k cash; +$65k equity) and Lead Independent Director (+$30k cash; +$65k equity) |
- Total FY2025 fees earned in cash for Mr. Horton: $95,000 .
Performance Compensation
| Equity Grant | Grant Date | Shares (RS) | Grant-date Fair Value ($) | Vesting | Key Terms |
|---|---|---|---|---|---|
| Annual equity retainer (RS) | Sep 26, 2024 | 3,300 | 132,231 | Vests Sep 23, 2025 | Director equity retainer delivered as restricted stock; vest on 1-year anniversary or next annual meeting; change-in-control and death/disability/retirement accelerate vesting; forfeiture upon other terminations; dividends held in escrow until vest; full voting rights during restriction |
- Standard director equity retainer targeted value for FY2025: $140,000 (with additional $65,000 equity for Chairman and Lead Independent Director); the Board increased the targeted value by $10,000 for FY2026 while leaving cash retainers unchanged .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Louisiana-Pacific Corporation | Director; committee roles on Finance & Audit and Nominating & Corporate Governance | No Worthington‑disclosed related‑party transactions involving Mr. Horton; Board reaffirmed his independence after considering relationships per policy – |
| ArborGen Holdings Limited | Director | Same as above |
- Worthington’s Related Person Transaction Policy is administered by the Audit Committee; FY2025 disclosed related‑party dealings centered on the McConnell family/JMAC and post‑spin relationships with Worthington Steel, not involving Mr. Horton –.
Expertise & Qualifications
- Strategic and operating leadership across basic materials sectors (metals/mining; pulp, paper & packaging; chemicals; energy), M&A and performance improvement; significant global experience (Europe, South America, India, Asia) .
- Engineering and financial acumen through Duke (engineering) and Harvard MBA .
- Public board governance depth via LP and prior Metso board roles; committee experience spans audit/finance and nominating/governance at LP .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 43,988 shares | As of record date July 29, 2025 |
| Restricted stock (unvested) | 3,300 shares | FY2025 director grant vests Sep 23, 2025 |
| Estimated vested shares | ~40,688 shares | Derived: 43,988 total less 3,300 unvested |
| Ownership as % of outstanding | <1% | “*” denotes less than 1% of 49,793,529 shares outstanding |
| Stock ownership guideline | 5x annual cash retainer for non‑employee directors | Applies to directors |
| Guideline compliance | Met (for directors past 5 years) | All directors and NEOs beyond the 5‑year window have met target levels |
| Hedging/Pledging | Hedging prohibited for directors; no pledging disclosed for Mr. Horton | Anti‑hedging policy; pledge disclosures in proxy do not list Mr. Horton |
Director Compensation (FY2025)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 95,000 |
| Stock Awards (grant-date fair value) | 132,231 |
| Total | 227,231 |
Insider Trades and Section 16 Compliance
| Item | FY2025 Status |
|---|---|
| Late Section 16 filings disclosed for Mr. Horton | No – the proxy reports overall compliance with exceptions only for another insider (Kevin J. Chan) |
| Insider transactions detail (Forms 4) in proxy | Not disclosed in proxy; Section 16 compliance narrative only |
Governance Assessment
- Committee alignment and independence: Mr. Horton serves on Compensation and Nominating & Governance, consistent with his strategy and governance expertise; the Board deemed him independent under NYSE/SEC rules .
- Engagement signals: The Board held four regular meetings in FY2025; all incumbents met at least 75% attendance; independent directors met in executive session after each regular meeting .
- Pay structure and alignment: Director pay is balanced between cash retainers and time‑vested restricted stock with robust ownership requirements (5x retainer) and anti‑hedging; FY2025 equity retainer delivered as RS vesting at the next annual meeting; FY2026 equity retainer targeted value increased modestly by $10,000 .
- Conflicts/related‑party exposure: No related‑party transactions involving Mr. Horton were disclosed; RPT oversight resides with the Audit Committee under a formal policy –.