Paul Heller
WORTHINGTON ENTERPRISESAbout Paul G. Heller
Paul G. Heller, age 61, has served as an independent director of Worthington Enterprises since December 2023 and sits on the Audit and Compensation Committees. He retired in March 2024 as Senior Executive Vice President and Chief Technology & Operations Officer at Huntington Bancshares, after prior leadership at JPMorgan Chase; he holds a B.S. in Finance (Miami University) and an MBA (Ohio State, Fisher) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huntington Bancshares Incorporated | Senior EVP; Chief Technology & Operations Officer leading IT, payments, cybersecurity, digital, corporate operations, contact center | 2012–Mar 2024 | Technology transformation, operational risk management, enterprise digital capabilities |
| JPMorgan Chase | Managing Director, Corporate Internet Group | Pre‑2012 | Digital strategy and corporate internet platforms |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Center of Science and Industry (COSI) | Board of Trustees Member | Current | Community STEM institution governance |
| Saint Charles Preparatory School | Endowment Board Member | Current | Endowment oversight |
| Ohio State University CampusParc | Board Member | Current | Campus parking system governance |
- No current public company directorships disclosed for Heller .
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member (not a chair) .
- Independence: Board affirmatively determined Heller qualifies as an Independent Director under NYSE and SEC rules .
- Audit Committee financial expert designation: Board identifies Anderson and Davis as audit committee financial experts; Heller is not designated as such .
- Attendance/engagement: Board held four meetings in fiscal 2025; each incumbent director attended at least 75% of Board and relevant committee meetings, and independent directors met in executive session after each Board meeting .
- Lead Independent Director: Michael Endres; presides over executive sessions and has defined responsibilities per charter .
Fixed Compensation
| Component | FY 2025 Amount |
|---|---|
| Annual cash retainer (non‑employee director) | $95,000 |
| Committee chair cash retainers (if applicable) | Audit Chair $20,000; Compensation Chair $15,000; Nominating & Governance Chair $15,000 |
| Chairman supplemental cash retainer | $50,000 (not applicable to Heller) |
| Lead Independent Director supplemental cash retainer | $30,000 (not applicable to Heller) |
| Director | Fees Earned (Cash) | Stock Awards (Fair Value) | Total |
|---|---|---|---|
| Paul G. Heller | $95,000 | $132,231 | $227,231 |
- FY 2026 equity retainer targeted value increased by $10,000 versus FY 2025 (structure unchanged otherwise) .
Performance Compensation
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Key Conditions |
|---|---|---|---|---|---|
| Restricted Stock (annual equity retainer) | Sept 26, 2024 | 3,300 | $132,231 | Cliff vest on Sept 23, 2025 | Full vesting on change in control; immediate vesting on death, disability, or retirement; dividends credited during restriction and distributed upon vesting or forfeited if unvested shares are forfeited |
- Equity delivery format: Board satisfies annual director equity retainers with restricted stock under directors equity plans; directors have voting rights during restriction period .
- 2025 Directors Equity Plan (pending shareholder approval): authorizes RS, RSUs, options, SARs, and other share-based awards; annual per-participant cap of 10,000 shares; total share reserve 1,000,000; no repricing without shareholder approval; administered by the Board .
Other Directorships & Interlocks
| Relationship | Detail | Potential Interlock/Signal |
|---|---|---|
| Huntington Bancshares | Heller is a former senior executive; current Worthington director Brantley J. Standridge is a Huntington SEVP and President of Consumer & Regional Banking | Shared institutional ties may aid information flow but warrant monitoring for bias; not a related‑party transaction per disclosures |
| Historic Huntington link | Lead Independent Director Endres previously served on Huntington’s board (2003–2018) | Historical network tie; no current conflict disclosed |
- Compensation Committee Interlocks: Company reports no Compensation Committee member (including Heller) had a material interest in any related person transaction during fiscal 2025 and through proxy date .
Expertise & Qualifications
- Technology, cybersecurity, digital, and operations leadership; risk management and financial analysis experience from Huntington and JPMorgan; aligns with Audit and Compensation oversight needs .
- Not designated an audit committee financial expert; committee comprised solely of independent directors .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | Ownership % of Outstanding | Noted Components |
|---|---|---|---|
| Paul G. Heller | 6,300 | <1% | Includes 3,300 restricted shares granted to directors that vest Sept 23, 2025 |
- Ownership guidelines: Non‑employee directors must hold shares valued at 5x annual cash retainer; expected to reach within 5 years of appointment; directors who have passed the 5‑year threshold have met targets .
- Hedging: Directors prohibited from hedging company stock; anti‑hedging policy in place .
- Pledging: No pledging policy disclosure; no pledging by Heller disclosed .
Governance Assessment
-
Strengths: Independent status; dual committee service (Audit and Compensation); strong technology/cybersecurity and operations background relevant to enterprise risk and audit oversight; standard director pay mix with meaningful equity alignment; anti‑hedging policy; stock ownership guidelines promote long‑term alignment .
-
Attendance/engagement: Board met four times; incumbents met ≥75% attendance; independent directors held executive sessions after each meeting, reinforcing oversight .
-
Compensation structure: FY 2025—cash $95,000 and equity ~$132,231; FY 2026 plan increases equity retainer $10,000, modestly tilting mix toward equity alignment .
-
Related‑party exposure: Company discloses several related‑party transactions (McConnell family, JMAC/JMAC Air, Worthington Steel), but none involve Heller; Audit Committee administers RPT policy with safeguards and approvals .
-
Signals: 2025 Directors Equity Plan formalizes broader award types for non‑employee directors with guardrails (no repricing), potentially strengthening director incentive tools while maintaining shareholder protections .
-
RED FLAGS to monitor:
- Board network ties to Huntington via another current director (Standridge) and historic ties via Endres; while no related‑party transactions are disclosed, investors should watch for potential cognitive bias in technology/vendor or banking-related decisions .
- Automatic acceleration of director equity upon change‑in‑control could be viewed as misaligned by some governance investors, though it is a common market practice .
-
Shareholder sentiment: Say‑on‑pay (executive) passed with nearly 90% approval at 2024 Annual Meeting, indicating broader support for compensation governance; not specific to director pay .