Mark C. Davis
About Mark C. Davis
Mark C. Davis (age 65) is an independent Class I director of Worthington Steel, serving since 2025 and sits on the Audit Committee; he is designated an “audit committee financial expert.” He is a private investor and CEO of Lank Acquisition Corp. (formed in 2007), and previously held senior investment banking roles at JPMorgan Chase including Head of M&A (1996–2003), Head of General Industry Investment Banking (2000), Co‑Head of Investment Banking Coverage, and Vice Chairman of Investment Banking (2002). He holds a BA from Dartmouth College and an MBA from the Tuck School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Head of M&A; later Head of General Industry IB; Co‑Head of IB Coverage; Vice Chairman of Investment Banking | 1996–2003 (M&A head); 2000 (Head General Industry IB); 2002 (Vice Chair) | Senior leadership in corporate coverage and strategic transactions |
| Lank Acquisition Corp. | CEO; private investor | 2007–present | Invests minority/majority stakes in public/private companies |
External Roles
| Organization | Position | Start Year | Notes |
|---|---|---|---|
| Lank Acquisition Corp. | CEO | 2007 | Investment vehicle; equity investing and acquisitions focus |
Board Governance
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert by the Board .
- Independence: Board affirmatively determined Mr. Davis is independent under NYSE, SEC, and Company guidelines; independent directors are 9 of 12 and all Audit/Comp/N&G committees are fully independent .
- Attendance: Board held five meetings in fiscal 2025; each incumbent director attended at least 75% of Board and committee meetings during their service period .
- Engagement structure: Non‑employee directors regularly meet in executive session led by the Lead Independent Director; Executive sessions occur without management .
- Audit Committee met four times in fiscal 2025 and oversees financial reporting, controls, ERM, and related‑person transaction approvals per charter –.
Fixed Compensation
| Compensation Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $95,000 | Fiscal 2025 program; cash retainers unchanged for fiscal 2026 |
| Supplemental cash retainer – Lead Independent Director | $30,000 | Fiscal 2025 program |
| Supplemental cash retainer – Audit Committee Chair | $20,000 | Fiscal 2025 program |
| Supplemental cash retainer – Compensation Committee Chair | $15,000 | Fiscal 2025 program |
| Supplemental cash retainer – Nominating & Governance Chair | $15,000 | Fiscal 2025 program |
| Directors Deferred Compensation Plan fixed interest rate | 4.24% | Fiscal 2025; alternative “theoretical common shares” tracking option and 401(k) options available |
As Mr. Davis was appointed in fiscal 2025, he was not included in the fiscal 2025 director compensation table; his cash compensation follows the non‑employee director schedule above .
Performance Compensation
| Item | Value/Terms | Date/Detail |
|---|---|---|
| Annual director restricted stock – target (Lead Independent Director) | $235,000 | Fiscal 2026 target value; increased from $205,000 |
| Annual director restricted stock – target (all other directors) | $170,000 | Fiscal 2026 target value; increased from $140,000 |
| Restricted stock grants (context for fiscal 2025) | 4,374 shares to most directors; 6,405 to Lead Independent Director; 3,321 to a new director | Granted 9/27/2024 (most) and 12/20/2024 (new director); vest at 2025 Annual Meeting |
| Mr. Davis restricted shares scheduled to vest | 1,107 shares | Will vest on September 24, 2025 (Annual Meeting) |
- Director equity plan terms: Under the 2023 Directors Equity Plan, awards can include options, restricted stock, RSUs, SARs, and shares; restricted stock fully vests upon change‑in‑control, and vests on death, disability or retirement; dividends are escrowed and distributed upon vest or forfeited on non‑vest; directors retain voting rights while restricted .
- Directors DC Plan: Accounts paid out on change‑in‑control; hardship withdrawals permitted per defined guidelines .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy does not list other current public company boards for Mr. Davis |
Expertise & Qualifications
- Financial expert with deep experience in M&A, industry coverage, equity investing, and strategic transactions; designated Audit Committee Financial Expert by the Board .
- Education: BA (Dartmouth); MBA (Tuck School of Business) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 15,383 | Includes restricted shares; as of record date July 29, 2025 |
| Percent of outstanding | <1% | Proxy denotes “*” as less than 1% ownership |
| Restricted shares included | 1,107 | Scheduled to vest September 24, 2025 |
| Shares pledged | None disclosed for Mr. Davis | Pledging noted for a different shareholder; no pledge disclosure for Mr. Davis |
| Stock ownership guideline | 5x annual cash retainer; 5‑year compliance window | Applies to non‑employee directors; once achieved, no obligation to buy more due to price fluctuations |
| Hedging policy | Prohibited for directors and key employees | Short sales, options, collars, swaps, exchange funds prohibited |
Governance Assessment
- Positive signals: Independent status; Audit Committee membership with “financial expert” designation; beneficial share ownership with scheduled vesting; strong Code of Conduct, Insider Trading Policy, and robust related‑person transaction oversight via Audit Committee and formal policy; non‑employee director equity and cash mix aligns incentives without meeting fees – .
- Attendance and engagement: Board held five meetings; incumbents met or exceeded 75% attendance; Audit/Nominating/Compensation committees each met four times, with executive sessions led by Lead Independent Director—supports board effectiveness .
- Compensation alignment: Director equity is time‑vested restricted stock (no performance metric gaming), with increased fiscal 2026 grant values and fixed cash retainers; directors subject to 5x ownership guideline and anti‑hedging .
- Conflicts/related‑party exposure: Proxy discloses related‑party transactions (e.g., WOR agreements, McConnell‑affiliated entities); none involve Mr. Davis. Audit Committee administers policy and excludes conflicted directors from approvals, reducing risk of undisclosed conflicts – –.
- Shareholder sentiment: Say‑on‑pay (executives) approval >95% in 2024—supports confidence in compensation governance philosophy broadly at the company level .