George P. Stoe - Lead Independent Director | Worthington Steel (WS) Executive Profile & Compensation

About George P. Stoe

George P. Stoe, 79, has served on Worthington Steel’s board since 2023 and is the Lead Independent Director. He is a former President and Chief Operating Officer of Worthington Enterprises, Inc., with prior senior roles as Executive Vice President & COO and President of Worthington Cylinder Corporation, bringing deep manufacturing and metals industry expertise. He is independent under NYSE and SEC rules and currently serves on the Compensation and Executive Committees .

Past Roles

Organization	Role	Tenure	Committees/Impact
Worthington Enterprises, Inc.	President & COO	2008–2012	Led operations; pay-for-performance culture alignment .
Worthington Enterprises, Inc.	EVP & COO	2005–2008	Operational leadership and strategic execution .
Worthington Cylinder Corporation	President	2003–2005	Business unit leadership in manufacturing/metals .
Howmet Aluminum; Alumax, Inc.; Wise Alloys; Zinc Corporation	Various sales, manufacturing, executive roles	Not disclosed	Metals and manufacturing operations experience .

External Roles

Organization	Role	Tenure	Notes
Not disclosed	—	—	The proxy does not disclose other current public company directorships for Mr. Stoe .

Board Governance

Independence: The Board affirmed Mr. Stoe’s independence; Audit, Compensation, and Nominating and Governance Committees are comprised solely of independent directors .
Lead Independent Director: Responsibilities include agenda/information oversight, calling and presiding over executive sessions, committee chair/member recommendations, and shareholder consultation when appropriate .
Committees: Member, Compensation Committee (with Chiappone as Chair and Bowsher); Member, Executive Committee. Compensation Committee had no interlocks; met four times in fiscal 2025 .
Attendance: The Board held five meetings in fiscal 2025; each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
Executive sessions: Non-employee directors meet regularly in executive session; the Lead Independent Director presides .

Fixed Compensation

Component	Fiscal 2025 Amount	Notes
Annual cash retainer	$95,000	Standard non-employee director retainer .
Supplemental cash retainer (Lead Independent Director)	$30,000	LID premium .
Fees earned or paid in cash (total)	$125,000	As reported for Mr. Stoe .

Performance Compensation

Award Type	Grant Date	Shares	Grant-Date Fair Value	Vesting
Restricted stock (Lead Independent Director annual grant)	2024-09-27	6,405	$211,941	Vests on 2025 Annual Meeting (2025-09-24) if in board service .

Director equity awards are time-vested; no performance metrics apply to director grants (performance metrics are used for executive incentives) .

Other Directorships & Interlocks

Category	Details
Current public company boards	None disclosed for Mr. Stoe .
Interlocks	Compensation Committee has no interlocks; members are independent and not present/past company officers; no related person transactions for members in fiscal 2025 through the proxy date .

Expertise & Qualifications

Industry and operational expertise in manufacturing/metals from senior posts at Worthington Enterprises and Worthington Cylinder; earlier roles across aluminum/metals businesses .
Governance leadership as Lead Independent Director, including agenda/information oversight and executive session leadership .
Board independence and committee service on Compensation and Executive Committees .

Equity Ownership

Metric	Value	Notes
Beneficial ownership (shares)	13,955	As of the July 29, 2025 record date; includes restricted shares .
Unvested restricted shares included	6,405	Vests 2025-09-24 .
Vested shares (approx.)	7,550	Beneficial minus unvested; derived from .
Ownership % of outstanding	<1%	Company indicates “less than 1%”; 50,870,805 shares outstanding .
Stock ownership guidelines	5× annual cash retainer for non-employee directors	Applies to directors; ownership includes unvested restricted shares; attainment expected within five years .
Guideline threshold (5× $95,000)	$475,000	Based on director retainer .
Estimated value of current holdings	~$347,500	13,955 shares × $24.90 (closing price 2025-05-30) .

No pledging or hedging permitted under company policies; no speculative trading allowed for directors .
Section 16(a) compliance: Late filings in fiscal 2025 were noted for Scott Kelly and Steven Witt; no late filings indicated for Mr. Stoe .

Governance Assessment

Board effectiveness: As Lead Independent Director and Compensation Committee member, Mr. Stoe is positioned to influence agendas, executive sessions, committee composition, and pay oversight—positive for independent oversight and board process .
Alignment: Director ownership guidelines at 5× retainer, inclusion of unvested restricted shares, and prohibition on hedging support alignment; Mr. Stoe’s equity holdings and annual LID-sized equity grant strengthen “skin-in-the-game” but are below the 5× retainer dollar threshold as of May 31, 2025, with a five-year compliance window .
Conflicts/related-party exposure: No related-person transactions identified for Mr. Stoe; Compensation Committee interlocks absent; company maintains robust conflict review via Audit Committee and Related Person Transaction Policy—governance-positive .
Pay structure signals: Director pay emphasizes modest fixed cash and time-based equity; the LID supplemental and increased LID equity grant value for fiscal 2026 ($235,000 vs. $205,000) reflect board’s valuation of the role while keeping cash retainer unchanged—a tilt toward equity over cash, positive for alignment .
Shareholder feedback: Prior say-on-pay support exceeded 95%, indicating investor confidence in compensation oversight at WS (relevant context for Compensation Committee membership) .
RED FLAGS: None disclosed for Mr. Stoe on attendance, related-party transactions, hedging/pledging, or Section 16 compliance. Monitoring point: ownership value below guideline threshold as of May 31, 2025, though within the five-year attainment period .