John H. McConnell II
About John H. McConnell II
John H. McConnell II (age 40) has served on the Worthington Steel (WS) Board since 2023 and is a member of the Executive Committee. He is Chairman of JMAC, Inc. (a McConnell family private holding company) and previously held senior roles at Worthington Enterprises (WOR), including Vice President, Global Business Development, Business Director, and Product Manager. He holds a BA in Strategic Communications and an MBA from The Ohio State University. The WS Board has determined he is not independent under NYSE/SEC standards due to employment with WOR within the past three years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Worthington Enterprises, Inc. (WOR) | Vice President, Global Business Development, Sustainable Energy Solutions | Jun 2021 – Nov 2023 | Senior commercial leadership in energy solutions |
| Worthington Enterprises, Inc. (WOR) | Business Director, North American High Pressure Vessels | Nov 2019 – Jun 2021 | Business unit leadership |
| Worthington Enterprises, Inc. (WOR) | Product Manager, Life Support Technology | Jun 2014 – Nov 2019 | Product portfolio stewardship |
| Worthington Enterprises, Inc. (WOR) | Various roles | 2000 – 2012 | Early-career operational and corporate experience |
| Columbus Blue Jackets | Roles at the NHL franchise | 2012 – 2014 | Sports organization experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JMAC, Inc. | Chairman | Current | McConnell family holding company leadership |
| Worthington Enterprises, Inc. (WOR) | Director | Current | WS treats WOR as a related party in part because Mr. McConnell is a WOR director |
| National Veterans Memorial and Museum | Director/Trustee | Current | Non-profit governance |
| Columbus Zoo and Aquarium | Director/Trustee | Current | Non-profit governance |
| Cohesion Foundation | Director/Trustee | Current | Non-profit governance |
Board Governance
- Committee assignments: Executive Committee member (not a chair).
- Independence: Not independent due to employment at WOR within past three years (Board-determined under NYSE/SEC rules).
- Board composition and independence: 9 of 12 directors are independent; Audit, Compensation, and Nominating & Governance Committees are fully independent.
- Lead Independent Director: George P. Stoe; responsibilities include presiding over executive sessions and liaison duties.
- Board meetings and attendance: Board met 5 times in fiscal 2025; each incumbent director attended at least 75% of aggregate board and committee meetings during their service period.
- Annual meeting engagement: All then-serving directors attended the 2024 Annual Meeting.
Fixed Compensation (Director)
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Standard non-employee director retainer; no supplemental chair retainer for Mr. McConnell |
Performance Compensation (Director)
| Equity Element | Grant/Value | Vesting | Notes |
|---|---|---|---|
| Restricted stock (annual director grant) | 4,374 shares (grant date 9/27/2024); grant date fair value $144,735 | Vests at 2025 Annual Meeting (9/24/2025) if still on Board | Targeted annual director grant value approx. $140,000; Lead Independent Director targeted $205,000 |
| FY2026 program change | Target increased to $170,000 (non-lead directors); $235,000 for Lead Independent Director | Applies to FY2026 grants | Cash retainers unchanged |
Stock ownership requirements for non-employee directors are 5x annual cash retainer; five-year window to achieve; directors over the five-year threshold have met their target ownership levels.
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Transaction Detail | Governance Note |
|---|---|---|---|
| Worthington Enterprises, Inc. (WOR) | Mr. McConnell is a WOR director | WS treats WOR as a related party; extensive post-separation agreements (SDA, TSA, Supply Agreement, etc.) | Heightened conflict-sensitivity; Audit Committee oversight via Related Person Transaction Policy |
| Double Eagle Club (family-owned) | Related party (McConnell family) | WS paid ~$286,889 for corporate functions/entertainment in FY2025 at terms no less favorable than unrelated members | Related party transaction; price fairness noted |
| Columbus Blue Jackets (majority owned by John P. McConnell) | Related party | WS paid ~$136,886 for sponsorship/tickets/advertising at market terms in FY2025 | Related party transaction; price fairness noted |
Expertise & Qualifications
- Corporate/operator experience across WOR businesses and product lines; current chair of a family investment holding company.
- Education: BA in Strategic Communications; MBA, The Ohio State University.
- Non-profit board service (NVMM, Columbus Zoo, Cohesion Foundation) adds community and governance breadth.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| John H. McConnell II | 37,576 | <1% | Includes 4,374 restricted shares scheduled to vest on 9/24/2025 |
| Stock ownership guideline | 5x annual cash retainer | N/A | Five-year compliance window; directors past five years are in compliance (individual compliance not separately disclosed) |
Governance Assessment
- Independence risk: Not independent due to recent WOR employment; combined with concurrent WOR directorship elevates potential conflict risk when WS transacts with WOR (supply/transition agreements). Mitigants include fully independent committees and formal related party review/policy.
- Related-party exposure: Payments to family-affiliated entities (Double Eagle Club; Columbus Blue Jackets) and substantial WS-WOR commercial relationships (e.g., ~$113.4M WS sales to WOR in FY2025 under arm’s-length supply agreement; TSA billings). Audit Committee oversight and fairness assertions are positives, but the breadth of ties is a monitoring item.
- Ownership alignment: Annual restricted stock grants and 5x retainer ownership guidelines support alignment; anti-hedging policy applies to directors.
- Attendance/engagement: Board met five times; directors met attendance thresholds and attended the 2024 Annual Meeting—baseline engagement signal.
- RED FLAGS
- Non-independence plus director seat at WOR while WS maintains material related-party arrangements with WOR.
- Multiple related-party payments to family entities (golf club, NHL team)—albeit disclosed with fairness assertions.
- Positive signals
- Independent Lead Director structure; independent Audit/Comp/NG committees; formal related person transaction policy; clawback and anti-hedging policies; director equity retention and ownership guidelines.
Supporting Data Details
- WS→WOR transactions FY2025: ~$113.4M product/services; ~$670,814 TSA payments; ~$1.782M received for supplemental services; real estate/aircraft arrangements with net flows disclosed.
- Director compensation FY2025 (Mr. McConnell): $95,000 cash; $144,735 stock; total $239,735.
- Restricted stock grant mechanics for directors: 2023 Directors Equity Plan; voting rights/dividends credited and distributed upon vesting; immediate vesting on death/disability/retirement; change-in-control full vesting unless otherwise provided.