Jon J. Bowsher
About Jon J. Bowsher
Jon J. Bowsher, 58, has served as an independent director of Worthington Steel since 2023 and sits on the Compensation Committee and the Nominating & Governance Committee. He is the former CEO of Ortal Fireplaces’ North America division (since 2021), with prior leadership roles at TIBA Parking Systems (President, 2016–2021) and Signature Control Systems (Owner/President, 2010–2016), and earlier operational roles in Worthington Enterprises’ steel processing business (1992–2010), most recently as general manager of the Monroe, Ohio facility . The Board affirmed his independence under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ortal Fireplaces (North America) | Former CEO | Since 2021 | Led a premier manufacturer of direct vent gas fireplaces |
| TIBA Parking Systems | President | 2016–2021 | Ran parking access and revenue control systems maker |
| Signature Control Systems | Owner/President | 2010–2016 | Operated advanced parking access/revenue control business |
| Worthington Enterprises (Steel Processing) | Various roles; GM, Monroe OH facility | 1992–2010 | Deep familiarity with WS operations and steel processing industry |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Governance Committee member. Compensation Committee members: Chiappone (Chair), Bowsher, Stoe .
- Independence: Board determined Bowsher qualifies as independent under NYSE and SEC rules; no material relationships identified .
- Attendance: Board met 5 times in FY2025; each incumbent director attended at least 75% of aggregate Board and committee meetings during service. All directors then serving attended the 2024 Annual Meeting .
- Executive sessions and leadership: Non-employee directors meet in private executive sessions; Lead Independent Director is George P. Stoe .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Standard non-employee director retainer |
| Committee chair fees | $0 | Not a chair (Audit Chair $20k; Comp Chair $15k; N&G Chair $15k) |
| Lead Independent Director supplement | $0 | Applies to Stoe only ($30k) |
| Total cash earned (FY2025) | $95,000 | As reported for Bowsher |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| Restricted stock (directors’ annual grant) | Sep 27, 2024 | 4,374 shares | Vests at 2025 Annual Meeting (Sep 24, 2025) if serving on Board | $144,735 (Bowsher FY2025 stock awards) |
- Directors’ equity awards are time-based restricted stock under the 2023 Directors Equity Plan; no performance metrics apply to director equity grants .
Other Directorships & Interlocks
| Company | Role | Interlock/Overlap |
|---|---|---|
| None disclosed | — | — |
- Compensation Committee includes Stoe (former President/COO of Worthington Enterprises), reflecting historical ties in the broader Worthington ecosystem; the Board nonetheless affirmed independence of members including Bowsher .
Expertise & Qualifications
- Operational leadership in manufacturing and technology-enabled systems; steel processing experience from Worthington Enterprises tenure .
- Board states his business management experience and familiarity with WS operations/industry make him well qualified .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Total beneficial ownership | 9,557 shares (less than 1% of outstanding) |
| Shares outstanding (record date) | 50,870,805 |
| Unvested restricted shares included | 4,374 restricted shares vesting Sep 24, 2025 |
| Ownership guidelines | Non-employee directors must hold WS shares valued at 5× annual cash retainer; attainment expected within 5 years of election |
| Hedging/pledging | Hedging prohibited for directors; no pledging disclosed for Bowsher (pledging disclosed for J. P. McConnell) |
| Section 16 compliance | No late filings disclosed for Bowsher in FY2025 |
Governance Assessment
- Independence and committee roles: Bowsher is an independent director with active roles on two key committees (Compensation; Nominating & Governance), supporting board effectiveness .
- Engagement: Board/committee cadence indicates regular oversight (Board: 5 meetings; Compensation Committee: 4; N&G Committee: 4), and directors met attendance thresholds and annual meeting participation, evidencing engagement .
- Alignment: Director pay is balanced—modest cash retainer plus time-vested equity; stock ownership guidelines at 5× retainer and anti-hedging strengthen alignment. Bowsher holds 9,557 shares including 4,374 restricted shares scheduled to vest in 2025 .
- Conflicts/related parties: No related-party transactions involving Bowsher disclosed; Board’s independence review found no material relationships. Company-level related-party transactions primarily involve the McConnell family entities (e.g., Double Eagle Club, Columbus Blue Jackets) and post-separation agreements with Worthington Enterprises, all described with pricing safeguards; these are monitored under the Related Person Transaction Policy and Audit Committee oversight .
- Shareholder signals: Prior say-on-pay approval exceeded 95% in 2024, indicating favorable investor sentiment toward compensation governance, though this pertains to NEO pay rather than director pay .
RED FLAGS: None disclosed specific to Bowsher (no attendance shortfalls, no related-party exposure, no hedging/pledging, no late Section 16 filings) .