Virgil Winland
WORTHINGTON ENTERPRISESAbout Virgil L. Winland
Virgil L. Winland, age 77, has served as an independent director of Worthington Enterprises, Inc. (WOR) since December 2023 and is a member of the Nominating and Governance Committee. He retired in 2021 after 50 years at the company, culminating as Senior Vice President of Manufacturing, bringing deep expertise in manufacturing operations, strategic initiatives, and human capital development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Worthington Industries/Enterprises | Senior Vice President of Manufacturing | 2001–2021 | Oversaw best practices across business units; drove cost reduction; assessed and developed plants |
| Worthington Cylinders | Group President | ~1997–2001 | Led legacy cylinders division; manufacturing leadership |
| Worthington Cylinders | Group Vice President | 1995–~1997 | Division leadership |
| Worthington Industries | Vice President of Manufacturing | 1985–1995 | Manufacturing operations leadership |
| Lennox Industries (acquired cylinders business) | Employee prior to acquisition | Pre-1971 | Integrated into Worthington via 1971 acquisition |
External Roles
None disclosed in the 2025 Proxy Statement for public company boards or other external directorships .
Board Governance
- Committee assignments: Nominating and Governance Committee member; not listed as chair .
- Independence: Board classifies nine of twelve directors as independent; Audit, Compensation, and Nominating and Governance Committees are comprised exclusively of independent directors per NYSE and SEC rules . Winland is listed among independent directors .
- Term and attendance: His current term runs until the 2026 annual meeting; each incumbent director attended at least 75% of Board and committee meetings in fiscal 2025 (Board held four regular meetings) .
- Lead Independent Director and executive sessions: Michael Endres serves as Lead Independent Director; independent directors held executive sessions after each regular Board meeting in fiscal 2025 .
- Shareholder meeting attendance: Only 3 of 11 directors attended the 2024 annual meeting; there is no formal policy on director attendance at annual meetings .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 95,000 | Set at June 2024; unchanged for fiscal 2025 |
| Fees Earned/Paid in Cash (FY2025) | 95,000 | Per director compensation table |
| Committee Chair Fees | — | Not applicable; Winland is not a committee chair |
| Deferral Plan (optional) | 4.32% fixed rate option (FY2025) | Directors may defer cash retainers under the 2005 Directors NQ Plan |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting | Key Conditions |
|---|---|---|---|---|---|
| Restricted Stock (annual equity retainer) | Sep 26, 2024 | 3,300 | 132,231 | Cliff vest on Sep 23, 2025 | Change in control/Death/Disability/Retirement → full vest; otherwise forfeiture upon termination |
| Program parameters | FY2025 | Target equity retainer 140,000 | — | Delivered in restricted stock; voting rights and dividends accrue and are distributed upon vesting | Anti-hedging policy prohibits speculative trading/hedging by directors |
- FY2026 change: Board increased targeted annual equity retainer by $10,000 for fiscal 2026 (cash retainers unchanged) .
- Nonassignability: Awards generally may not be sold, assigned, transferred, or pledged until restrictions lapse .
- Recoupment/cancellation: Awards may be cancelled or economic value recouped if a former director joins a competitor within 18 months post-departure (Board discretion) .
Other Directorships & Interlocks
- Company-level interlocks/related parties: Following the 2023 separation with Worthington Steel (WS), the company treats WS as a related party; notable relationships include WS’s largest shareholder John P. McConnell, WS director John H. McConnell II (also a WOR director), and John B. Blystone (WS Executive Chairman, WOR director). FY2025 reimbursements: WOR paid WS $1,475,426 and received $2,063,249; transition services: WOR paid $76,555 and received $670,814 . Columbus Blue Jackets suite/ticket spend: $155,399; majority owned by John P. McConnell (founder) .
- No other public company directorships for Winland disclosed .
Expertise & Qualifications
- Manufacturing operations expertise across 50 years at Worthington; led best practices, cost reductions, and plant development .
- Strategic initiatives and human capital development credentials highlighted by the Board in his biography .
- Committee fit: Governance oversight aligns with his organizational leadership background .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Virgil L. Winland | 105,981 | <1% | Includes 3,300 restricted shares vesting Sep 23, 2025 |
| Ownership Guidelines | 5x annual cash retainer for non‑employee directors | — | Directors may not dispose of shares before meeting threshold (tax withholding exception); expected to reach threshold within five years of appointment |
| Hedging/Pledging | Hedging prohibited | — | Restricted stock cannot be pledged or transferred before vesting; held in escrow with dividends accruing and distributed upon vest |
Governance Assessment
- Alignment: Equity-based retainer, ownership guidelines (5x retainer), and anti-hedging policy support long-term alignment; restricted stock structure prevents pledging until vesting .
- Independence and committee effectiveness: Classified as independent and placed on an all-independent governance committee; Board maintains executive sessions and a Lead Independent Director structure, which are positive governance markers .
- Attendance and engagement: Board met four times; each director met the 75% attendance threshold; independent directors met in executive session after each meeting—signals a functioning oversight cadence .
- Pay structure: Cash retainer of $95,000 and restricted stock with one-year cliff vest is standard for mid-cap boards; FY2026 equity retainer increase (+$10,000) marginally raises fixed equity exposure but remains time-based (not performance-conditioned) .
- Potential conflicts: Prior senior executive status (retired 2021) may prompt scrutiny on independence; however, Board affirms independence and committees are all-independent under NYSE/SEC rules . Company-level related-party transactions with WS and Columbus Blue Jackets are disclosed with amounts; governance committees oversee related-party considerations, but continued monitoring is warranted given interlocks at the board level .
- RED FLAGS: None specific to Winland disclosed (no Section 16 delinquencies; no pledging; no director-specific related-party transactions). Company-level related-party exposure to WS persists and should be tracked for terms and oversight robustness .