John B. Blystone
About John B. Blystone
Executive Chairman of Worthington Steel, Inc. since 2023; age 72; BA in Mathematics and Economics from the University of Pittsburgh . He previously served as Chairman, President & CEO of SPX Corporation (1995–2004) and held managerial roles at General Electric (1991–1995), bringing extensive experience in acquisitions, analysis and leadership of large public companies . Company performance metrics disclosed: cumulative TSR since separation translated to $115 on a $100 initial investment in 2025 and $149 in 2024; Net Income of $119 million (2025) and $170 million (2024); Adjusted EPS of $2.30 (2025) and $3.42 (2024) . Independence: not independent due to his employment as Executive Chairman .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SPX Corporation | Chairman, President & CEO | 1995–2004 | Led a global industrial products and systems company; expertise in acquisitions, financial and business analysis |
| General Electric | Managerial/operating roles | 1991–1995 | Operations leadership at a large public company |
| Freedom Group, Inc. | Chairman of the Board | 2010–2012 | Governance oversight in manufacturing of firearms/ammunition |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Worthington Enterprises, Inc. (WOR) | Director since 1997; Chairman since Sep 2023 | 1997–present | Long-tenured board leadership; dual role creates related-party oversight considerations for WS |
| Blystone Consulting, LLC | Director | Not disclosed | Advisory leadership |
| Blystone Capital Partners | General Partner | Not disclosed | Investment/finance leadership |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $403,077 | $800,000 |
| All Other Compensation ($) | $8,301 | $97,307 |
| Components of All Other (FY 2025) | – | 401(k): $34,173; NQDC: $45,767; Insurance premiums: $10,412; Perquisites: “-” (under $10,000) |
Notes:
- Target bonus opportunity: 125% of salary .
- Salaries intentionally set below market median; pay program emphasizes at-risk compensation .
Performance Compensation
Annual Incentive (FY 2025)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Economic Value Added (EVA) | 25% | Company-set threshold/target/max | Combined plan achievement 77.6% of target | $776,000 cash |
| Adjusted EPS | 75% | Company-set threshold/target/max | Combined plan achievement 77.6% of target | $776,000 cash (total bonus) |
Plan design details:
- Linear payout between threshold/target/max; restructuring and other selected items excluded; inventory holding gains/losses factored out from Adjusted EPS .
Long-Term Incentives (granted in FY 2025 unless noted)
| Award | Grant date | Quantity / Value | Vesting / Performance | Notes |
|---|---|---|---|---|
| Performance Shares (PSUs) | 6/28/2024 | 13,800 target shares | 3-year performance period ending FY 2027; 50% at threshold, 200% at max; settled in shares | |
| Performance Award (cash/equity) | 6/28/2024 | $810,000 target | 3-year performance period ending FY 2027; 50% at threshold, 200% at max; historically paid in cash | |
| Restricted Stock (RSU-equivalent) | 6/28/2024 | 16,500 shares; grant-date fair value $550,440 | 3-year cliff vest (6/28/2027) | |
| Special PSAs (ATSR-based) | 4/1/2024 | 27,680 target shares | Performance: annualized absolute TSR over 4/1/2024–3/31/2027 must meet threshold; eligible shares vest 1/3 on 3rd/4th/5th anniversaries; 50% at threshold, 150% at max |
Change-in-control treatment:
- Restricted stock: double-trigger (CIC + qualifying termination) accelerates vesting .
- Performance awards/shares: payable at greater of target or actual performance upon CIC (and immediate settlement) unless otherwise specified .
- Special PSAs: vest at greater of target or actual performance upon CIC + qualifying termination; certain death/disability protections .
Clawbacks and trading policies:
- SEC/NYSE-compliant clawback policy for erroneously awarded incentive comp; SOX 304 reimbursements for CEO/CFO on restatements due to misconduct .
- Anti-hedging policy for directors/officers/key employees; prohibits short sales, options, collars, swaps, etc. .
- Insider Trading Policy, with Rule 10b5-1 plans allowed under policy .
Equity Ownership & Alignment
| Ownership metric | Value |
|---|---|
| Beneficial ownership (shares) | 240,314; less than 1% of outstanding (*) |
| Stock ownership guideline | Executive Chairman: 5× salary |
| Compliance commentary | All directors/NEOs past five-year threshold have met guideline levels |
| Pledging | Restricted shares may not be pledged until restrictions lapse; no pledging disclosed for Blystone |
Outstanding and unvested equity (as of FY 2025 year-end):
| Award type | Unvested/Unearned quantity | Market/payout value basis |
|---|---|---|
| Restricted Stock | 58,490 shares ($1,456,401 at $24.90 close) | |
| Performance Shares (FY 2026 period) | 14,750 shares (target basis; $367,275) | |
| Performance Shares (FY 2027 period) | 13,800 shares (target basis; $343,620) | |
| Special PSAs (ATSR) | 27,680 shares (target basis; $689,232) | |
| Stock Options | None outstanding for Blystone |
Upcoming vesting schedule (material tranches):
- 24,340 restricted shares vest on 12/22/2025; 17,650 on 12/22/2026; 16,500 on 6/28/2027 .
- Special PSAs: any eligible shares vest in thirds on the 3rd, 4th, 5th anniversaries of 4/1/2024, subject to performance .
Employment Terms
- No employment or severance agreements; compensation and termination benefits delivered via plan provisions .
- Bonus: if CIC occurs and employment terminates during the performance period, bonus payable at target upon termination; prorated payout for death/disability/retirement .
- Equity: double-trigger CIC acceleration for restricted stock; performance awards/shares payable at target or actual; special PSAs follow CIC rules noted above .
Board Governance
- WS roles: Executive Chairman; Chair of the Executive Committee; Class III director; director since 2023 .
- Independence: not independent (Executive Chairman employed by WS) .
- Committee structure: Audit, Compensation, Nominating & Governance comprised solely of independent directors; Lead Independent Director in place (George P. Stoe) .
- Meetings/attendance: Board met 5 times in FY 2025; each incumbent director attended at least 75% of Board and committee meetings .
- Dual-role implications: Blystone is also Chairman of Worthington Enterprises (WOR); WS treats WOR as a related party post-separation and discloses extensive arms-length arrangements (supply, services, real estate, aircraft cost-sharing) overseen under related-person policies .
Director compensation note:
- Employee directors (Blystone, Gilmore) receive no additional board fees; non-employee director cash retainer $95,000; committee/lead independent premiums; annual director restricted stock grants targeted at ~$140,000 ($205,000 for Lead Independent Director) .
Compensation Structure Analysis
- Mix: salary below market median; higher leverage to annual bonus and LTI, consistent with pay-for-performance philosophy .
- Annual incentive metrics weighted to Adjusted EPS (75%) and EVA (25%), limiting rewards for inventory and unusual items .
- LTI shift: blend of PSUs, performance awards, restricted stock; options not used for Blystone in FY 2025; restricted stock time-based vesting emphasizes retention .
- Special PSAs post-separation align payouts to absolute TSR and impose multi-year retention cliffs, supporting retention .
- Governance protections: clawback, anti-hedging, double-trigger CIC on RS, prohibition on option repricing without shareholder consent .
Multi-Year Compensation (Selected)
| Component ($) | FY 2024 | FY 2025 |
|---|---|---|
| Salary | $403,077 | $800,000 |
| Stock Awards | $2,970,664 | $1,010,808 |
| Option Awards | – | – |
| Annual Incentive Bonus | $792,250 | $776,000 |
| Performance Award | – | – |
| All Other Compensation | $8,301 | $97,307 |
| Total | $4,174,292 | $2,684,115 |
Compensation Peer Group and Say‑on‑Pay
- Comparator methodology: WTW advises; broad-based database (~845 companies), regression to WS revenue size $3.4B; salaries below market median, bonuses above median, LTI around median .
- 2024 say‑on‑pay approval: >95% support; committee considered results in policy decisions .
Risk Indicators & Red Flags
- Related-party transactions with WOR disclosed and governed by policy; arms-length pricing and oversight by Audit Committee .
- No executive employment agreements; retention relies on equity vesting and guidelines .
- Anti-hedging; no option repricing/buyouts without shareholder consent .
- Pledging: restricted stock cannot be pledged; no Blystone pledging disclosed .
Investment Implications
- Retention and selling pressure: large RS tranches vest in Dec 2025 and Dec 2026; special PSAs add multi-year cliffs through 2029 if performance met—monitor potential Form 4 activity around vesting dates .
- Alignment: strong stock ownership guideline (5× salary) and heavy at‑risk pay tied to Adjusted EPS/EVA/TSR support pay‑for‑performance alignment .
- Governance: dual role as WS Executive Chairman and WOR Chairman raises related-party oversight sensitivity; current structures (independent committees, lead independent director, policies) mitigate but warrant continued monitoring .
- No employment/severance agreements reduce guaranteed payouts; double‑trigger CIC on RS and target payouts for performance awards provide balanced protections without excessive parachutes .