Geoffrey G. Gilmore
About Geoffrey G. Gilmore
Geoffrey G. Gilmore is President and Chief Executive Officer of Worthington Steel, Inc. and has served as a director since 2023; he is age 53 and serves on the Board’s Executive Committee (Class I director, term through 2027) . The company separated from Worthington Enterprises on December 1, 2023; pay-versus-performance disclosures show TSR of 149 in fiscal 2024 and 115 in fiscal 2025 (base 100 on 12/1/2023), Net Income of $170 million (FY2024) and $119 million (FY2025), and Adjusted EPS of $3.42 (FY2024) and $2.30 (FY2025) . Mr. Gilmore is a non‑independent director by virtue of his executive role, with Executive Chairman and Lead Independent Director roles providing governance counterbalances .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Worthington Enterprises, Inc. | EVP & Chief Operating Officer | Aug 2018 – Nov 2024 | Senior operational leadership across enterprise ahead of Steel separation . |
| Worthington Cylinder Corporation | President | Jun 2016 – Aug 2018 | Led Cylinder segment operations and strategy . |
| The Worthington Steel Company | President | Aug 2012 – May 2016 | Led steel operations prior to spin . |
| Worthington Enterprises, Inc. | Vice President – Purchasing | Jul 2011 – Jul 2012 | Enterprise-wide procurement leadership . |
| The Worthington Steel Company | General Manager, Delta, OH | Apr 2010 – Jul 2011 | Plant leadership; operations execution . |
| The Worthington Steel Company | Director of Automotive Sales | Jun 2006 – Feb 2010 | Automotive sales leadership . |
| The Worthington Steel Company | Various positions | 1998 – Jun 2006 | Progressive roles across the business . |
External Roles
The 2025 proxy biography for Mr. Gilmore does not describe additional current public company directorships or external committee roles beyond his service on Worthington Steel’s Board .
Fixed Compensation
| Component | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary Paid ($) | 656,515 | 753,485 | 1,025,000 |
| Base Salary Rate (effective during FY2025) | — | — | $1,080,000 (effective Sep 6, 2024) |
| All Other Compensation ($) | 99,462 | 91,104 | 120,328 |
Notes:
- Perquisites in FY2025 included club dues ($13,910) and personal aircraft use incremental cost ($6,433), within total perqs of $20,343; company 401(k) and NQDC contributions were $17,500 and $72,458, respectively .
Performance Compensation
| Metric/Instrument | Design | FY2025 Structure | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive Bonus | Cash | EVA (25%) + Adjusted EPS (75%); linear between threshold/target/max; inventory holding gains/losses excluded in Adjusted EPS | 140% of salary ; target dollars $1,512,000 | 77.6% of target; paid $1,173,312 | Paid after fiscal year end |
| Performance Awards (LTIP) | Cash or shares (historically cash) | 3-year (FY2025–FY2027); Measures: Adjusted EPS and cumulative EVA; 50–200% payout | $1,600,000 target | In-flight (ends FY2027) | Settle post period |
| Performance Shares (LTIP) | Equity (shares) | 3-year (FY2025–FY2027); Measures: Adjusted EPS and cumulative EVA; 50–200% payout | 24,500 target shares | In-flight (ends FY2027) | Deliver post period |
| Special PSAs (Separation/Retention) | Equity (PSUs) | ATSR performance over 4/1/2024–3/31/2027 (50–150% eligible) + time-based vest: 1/3 on 3rd, 4th, 5th anniversaries | 69,190 target shares | Eligible amount depends on ATSR; then vests in thirds over years 3–5 | Years 3–5 post grant; CIC protections apply |
| Restricted Stock | Equity (time-vested) | Cliff vests after 3 years; dividends escrowed until vest | 36,700 shares (granted 6/28/2024) | — | Vests 6/28/2027 |
| Stock Options | Equity (NQSOs) | 3-year ratable vesting; strikes at grant close; grant-timing policy after earnings releases | 30,300 options @ $33.36 (6/28/2024) | — | Vest 1/3 each on 6/28/2025, 6/28/2026, 6/28/2027 |
Multi‑year compensation detail:
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Stock Awards ($) | 774,713 | 4,794,452 | 2,041,632 |
| Option Awards ($) | 145,693 | 308,497 | 409,656 |
| Annual Incentive Bonus ($) | 810,176 | 1,571,946 | 1,173,312 |
| Performance Award ($) | 1,026,668 | 1,073,332 | 560,000 |
| Total Compensation ($) | 3,513,227 | 8,592,816 | 5,329,928 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 380,162 shares; less than 1% of outstanding . |
| Shares Outstanding (record date) | 50,870,805 common shares . |
| Options (Exercisable) | 26,695 options exercisable . |
| Deferred Comp Theoretical Shares | 38,840 in Worthington Steel NQDC plan . |
| Ownership Guidelines | CEO must hold shares equal to 5x base salary; executives have 5 years to comply; directors 5x cash retainer . |
| Hedging/Pledging | No speculative trading or hedging permitted for directors/officers; restricted shares cannot be pledged during restriction period . |
| NQDC Participation | Company contributed $72,458 in FY2025; aggregate balance $1,115,248 as of 5/31/2025 . |
Vesting calendar and potential supply:
- Restricted stock tranches scheduled: 30,682 (6/24/2025), 21,190 (12/22/2025), 20,347 (6/30/2026), 15,100 (12/22/2026), 36,700 (6/28/2027); aggregate unvested restricted stock market value of $3,088,073 at $24.90 close on 5/30/2025 .
- Options vesting: 9,580 options @ $14.37 vested 6/24/2025; 11,842 options @ $21.51 vest 6/30/2025 and 6/30/2026; 9,179 options @ $30.56 vest 12/22/2025 and 12/22/2026; 30,300 options @ $33.36 vest 6/28/2025, 6/28/2026, 6/28/2027 .
Employment Terms
- Employment agreements: None; no separate CIC agreements outside shareholder‑approved plans; strong clawback policy per SEC/NYSE (restatement‑based recovery) .
- Annual Incentive Plan: If CIC occurs and employment terminates during the period, bonus paid at target; pro‑rata on death/disability/retirement based on performance and service fraction .
- Equity on CIC/termination:
- Options: Double‑trigger vesting on CIC+termination; election to cash‑out at CIC price less strike may be permitted; post‑termination exercise windows apply .
- Performance Awards/Shares: On CIC, payable in full at target or greater of actual vs. target depending on plan; pro‑rata on death/disability/retirement for periods ending within 24 months .
- Restricted Stock: Double‑trigger full vesting on CIC+termination; full vest on death/disability; committee historically may vest on retirement .
- Special PSAs: On CIC+qualifying termination, vest at greater of target or actual; death/disability rules as specified .
Potential payouts as of 5/31/2025:
| Scenario | Bonus ($) | Options ($) | Perf. Awards ($) | Perf. Shares ($) | Restricted Stock ($) | Special PSAs ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Death/Disability | 1,173,312 | 303,749 | 1,893,333 | 239,796 | 3,088,073 | — | 6,698,263 |
| Retirement | 1,173,312 | 303,749 | 1,893,333 | 239,796 | 3,088,073 (committee practice) | — | 6,698,263 |
| CIC + Termination | 1,173,312 | 303,749 | 3,360,000 | 1,713,967 | 3,088,073 | 1,722,831 | 11,361,931 |
Deferred Compensation: Executives may defer up to 50% of salary and 100% of bonus; company provides restoration contributions; participant balances fully vested; multiple investment crediting options including theoretical company shares .
Board Governance
- Roles and independence: Mr. Gilmore is CEO and a director; not independent; Executive Chairman and Lead Independent Director roles are separate; 9 of 12 directors are independent .
- Committee service: Member, Executive Committee .
- Board processes: Non‑employee directors meet in executive sessions; independent directors meet at least annually in executive session; Board met five times in FY2025; all directors met at least 75% attendance .
- Say‑on‑Pay: 2024 advisory approval exceeded 95% .
- Director compensation: Employee directors (CEO, Executive Chairman) receive no additional pay for Board service .
Related Party and Risk Indicators
- Related party transaction: Mr. Gilmore’s brother‑in‑law is employed as VP, Digital Transformation, AI and Data Analytics; total compensation $361,097 in FY2025; compensation set without Mr. Gilmore’s involvement and reviewed/approved under the Related Person Transaction Policy .
- Risk controls: No hedging by directors/officers; plan prohibits option repricing without shareholder approval; clawback policy in place; stock ownership guidelines enforce alignment .
- Section 16 compliance: Company reported isolated late filings for other insiders; no issues cited for Mr. Gilmore .
Compensation Structure Analysis
- High at‑risk mix tied to EVA and Adjusted EPS for both annual and long‑term incentives; salaries are intentionally set below market median while variable pay targets are above median to drive pay‑for‑performance .
- FY2025 total compensation decreased versus FY2024 as stock award grant‑date values normalized post‑separation and annual incentive paid at 77.6% of target; FY2025 total $5.33 million vs. $8.59 million in FY2024; stock awards $2.04 million vs. $4.79 million; annual incentive $1.17 million vs. $1.57 million .
- Special PSAs add multi‑year retention hooks through years 3–5 post‑grant, contingent on ATSR, which can dampen near‑term selling pressure if performance condition is met .
Equity Overhang and Vesting Schedules (Trading Signal Considerations)
| Upcoming Equity Events (selected) | Date | Shares/Options |
|---|---|---|
| Restricted stock vest | 12/22/2025 | 21,190 shares |
| Options vest (1/3 tranches) | 12/22/2025 | 9,179 options @ $30.56 |
| Options vest (1/3 tranches) | 6/30/2026 | 5,921 options @ $21.51 (remaining tranche) |
| Restricted stock vest | 6/30/2026 | 20,347 shares |
| Restricted stock vest | 12/22/2026 | 15,100 shares |
| Restricted stock vest | 6/28/2027 | 36,700 shares |
| Options vest (final tranches) | Through 6/28/2027 | 30,300 options @ $33.36 (1/3 per year) |
| Special PSAs retention tranches (if performance met) | 4/1/2027–4/1/2029 | 69,190 target shares vest 1/3 each on 3rd–5th anniversaries |
Anti‑hedging policy and stock ownership requirements reduce opportunistic selling and align long‑term incentives; restricted shares and deferred comp “theoretical shares” further tie wealth to stock performance .
Say‑on‑Pay, Peer Benchmarking, and Committee Oversight
- Comparator approach: Broad WTW database (~845 companies), revenue‑regressed to $3.4B; target market median for LTIs; salaries below median; high leverage to performance compensation .
- Independent consultant: Willis Towers Watson retained; independence assessed; no conflicts found; WTW affiliate supported M&A due diligence separately .
- Committee composition: Compensation Committee consists solely of independent directors (Chiappone, Chair; Bowsher; Stoe) .
- Say‑on‑Pay support in 2024: >95% approval; company continues annual vote cadence .
Investment Implications
- Alignment and retention: High at‑risk pay design, double‑trigger CIC equity, and ATSR‑linked special PSAs create multi‑year retention and alignment; CEO ownership (beneficial 380,162 shares; NQDC theoretical 38,840 shares) and ownership guidelines support “skin‑in‑the‑game” .
- Near‑term supply watchpoints: Multiple restricted stock and option tranches vesting through 2027, plus potential special PSA eligibility in 2027–2029, can create episodic selling windows; anti‑hedging policy reduces leverage risk around vests .
- Governance mitigants: Separate Executive Chairman and Lead Independent Director, majority‑independent Board, frequent executive sessions, and robust clawback/anti‑repricing provisions offset CEO non‑independence concerns .
- Pay momentum: FY2025 total comp down from FY2024 as annual bonus paid below target and stock awards normalized post‑spin; future realized pay will be sensitive to achieving Adjusted EPS/EVA targets and ATSR thresholds under LTIP and special PSAs .
- Related‑party optics: Brother‑in‑law employment was reviewed under policy; no broader red flags (e.g., hedging, option repricing, gross‑ups) disclosed; say‑on‑pay support remains strong (>95% prior year) .