Charles M. Chiappone
About Charles M. Chiappone
Charles M. Chiappone (age 62) has served as an independent director of Worthington Steel since 2023 and is Chair of the Compensation Committee . He is the retired Senior Vice President, Ceiling and Wall Solutions at Armstrong World Industries (2018–2022), previously SVP, Ceiling Solutions (2016–2018), and earlier CEO of Worthington Armstrong Venture (WAVE), a joint venture with Worthington Enterprises, Inc. (2012–2016) . He also served as President/CEO of Alloy Polymers (2008–2012), held senior roles at SPX Cooling Technologies, began his career at General Electric, and served four years in the U.S. Marine Corps . He has been affirmed by the Board as independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Armstrong World Industries | SVP, Ceiling & Wall Solutions | 2018–2022 | Led ceiling/wall systems portfolio |
| Armstrong World Industries | SVP, Ceiling Solutions | 2016–2018 | Product leadership and growth initiatives |
| Worthington Armstrong Venture (WAVE) | CEO | 2012–2016 | JV leadership with Worthington Enterprises (strategic growth, continuous improvement) |
| Alloy Polymers | President & CEO | 2008–2012 | Global plastics manufacturing leadership |
| SPX Cooling Technologies (SPX Corp.) | Senior management roles | Prior to 2008 | Marketing, R&D, operations, general management |
| General Electric | Commercial positions | Early career | Foundation in commercial operations |
| U.S. Marine Corps | Service member | 4 years | Leadership and discipline background |
External Roles
- No current public company directorships disclosed .
- Historical leadership of WAVE (a JV with Worthington Enterprises) noted; Board has affirmed independence despite historical ties .
Board Governance
- Committee assignments: Chair, Compensation Committee; members include Geo. P. Stoe (Lead Independent Director) and Jon J. Bowsher .
- Independence: Board affirmed Chiappone and all committee members as independent under Corporate Governance Guidelines, NYSE, and SEC rules; Compensation Committee entirely independent .
- Attendance: Board met 5 times in fiscal 2025; each incumbent director attended ≥75% of Board and applicable committee meetings during their service .
- Committee activity: Compensation Committee met 4 times; Nominating and Governance Committee met 4 times; Audit Committee met 4 times (committee charters outline risk oversight) .
- Lead Independent Director: George P. Stoe; executes executive sessions and liaison duties per charter .
Fixed Compensation
| Fiscal Year | Annual Cash Retainer ($) | Committee Chair Fee ($) | Cash Earned ($) |
|---|---|---|---|
| 2025 | 95,000 | 15,000 (Compensation Chair) | 110,000 |
| 2024 | 95,000 (pro-rated post-separation) | 15,000 (Compensation Chair) | 90,410 |
Notes:
- Additional cash supplements exist for Lead Independent Director ($30,000), Audit Chair ($20,000), and Nominating & Governance Chair ($15,000) .
- No meeting fees disclosed; amounts reflect retainer program .
Performance Compensation
| Fiscal Year | Award Type | Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2025 | Restricted Stock (2023 Directors Equity Plan) | Sep 27, 2024 | 4,374 | 144,735 | Vests at 2025 Annual Meeting (Sep 24, 2025) if director remains on Board |
| 2024 | Restricted Stock (prorated) | Dec 1, 2023 | 5,183 | 115,063 | Vests at 2024 Annual Meeting if director remains on Board |
Additional structure and metrics:
- Targeted annual director equity values: $140,000 (standard); $205,000 for Lead Independent Director in FY25; increased for FY26 to $170,000 (standard) and $235,000 (Lead Independent Director) .
- Director equity plan permits options, RSUs, SARs, and shares; Board granted restricted stock in FY24–FY25 .
- Change-in-control terms for director awards: restricted shares become fully vested upon a business combination or change in control; also vest upon death, disability, or retirement; forfeiture if service ends for other reasons .
Performance metrics (context—executive program oversight by Chiappone’s committee):
- Executive incentive metrics emphasized EVA, Adjusted EPS, and cumulative TSR for FY25 pay design .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Public company directorships (current) | None disclosed |
| Compensation Committee interlocks | None; no member had material interest in related-person transactions in FY25; no cross-board compensation interlocks with WS executives disclosed |
| Shared directorships with major counterparties | Board considered related-party framework with Worthington Enterprises post-separation; independence affirmed |
Expertise & Qualifications
- Deep operational leadership in manufacturing, building materials, and industrial products; track record of strategic growth and continuous improvement .
- Chair experience on Compensation Committee; Committee retains independent consultant (WTW) and meets in executive sessions; sole authority for advisors and oversight of compensation risk .
- Independence affirmed; committee structures align with NYSE/SEC governance standards .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Composition/Notes |
|---|---|---|---|
| Charles M. Chiappone | 11,401 | <1% | Includes 4,374 restricted shares vesting Sep 24, 2025 |
| Directors’ ownership guidelines | 5x annual cash retainer | — | Includes direct/indirect shares, unvested restricted stock, and theoretical shares in non-qualified deferred comp plans |
| Hedging/Pledging | Hedging prohibited for directors; restricted shares held in escrow cannot be pledged until restrictions lapse |
Governance Assessment
- Committee effectiveness: As Compensation Chair, Chiappone oversees a robust pay-for-performance framework with independent consultant WTW; independence assessed despite affiliate engagements, with no conflicts identified (WTW fees $123,409; affiliate fees $246,400) . This supports investor confidence in oversight and process rigor.
- Independence and attendance: Board affirmed independence; FY25 attendance thresholds met; regular executive sessions led by Lead Independent Director reinforce oversight quality .
- Compensation alignment: Director pay mix emphasizes equity via restricted stock; FY26 increases raise alignment expectations but remain within market-reviewed ranges; no options repricing and limited perquisites at the company level .
- Related-party exposure: Company disclosed transactions with McConnell-affiliated entities and Worthington Enterprises post-separation; governed by policy and Audit Committee review; terms described as arm’s-length and independence considerations applied . No specific related-party exposure identified for Chiappone .
- RED FLAGS:
- Single-trigger CIC vesting for director restricted shares (typical but can be flagged by some investors) .
- Company-level pledging by a major shareholder (McConnell) noted, though not attributable to Chiappone . No pledging indicated for Chiappone; director restricted shares cannot be pledged .
- Signals:
- As Compensation Chair with industrial operating background, Chiappone’s profile suggests credible oversight of performance-linked executive pay and governance processes .
Overall, disclosures indicate strong independence, active committee leadership, and alignment via equity for Chiappone, with no personal conflicts or filing delinquencies noted. Company-level related-party frameworks are documented and overseen by the Audit Committee, mitigating broader governance risk .