Mary Schiavo
About Mary Schiavo
Mary Schiavo (age 69) has served on the Worthington Steel, Inc. (WS) Board since 2023. She is Chair of the Nominating & Governance Committee, and a member of the Audit and Executive Committees. A career attorney and former U.S. Department of Transportation Inspector General, she brings legal, oversight, and governance depth; she has been an attorney with Motley Rice LLC since October 2003 and a CNN analyst/on-air commentator since 2014. She holds a B.A. from Harvard, an M.A. from The Ohio State University, and a J.D. from NYU .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Transportation | Inspector General | Six years (dates not specified) | Auditing and oversight responsibility over a multi‑billion dollar agency . |
| U.S. Department of Labor | Assistant Secretary | One year | Federal executive leadership experience . |
| U.S. Department of Justice | Attorney | Seven years | Federal legal enforcement and litigation experience . |
| The Ohio State University (College of Engineering; School of Public Policy & Management) | Professor | 1997–2002 | Academic leadership; governance and public policy perspective . |
| NBC News | Consultant | 1997–2002 | Communications expertise . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Motley Rice LLC | Attorney | Since Oct 2003 | Complex litigation; governance and legal risk perspective . |
| CNN | Analyst and on‑air commentator | Since 2014 | Communications and crisis perspective . |
| Worthington Enterprises, Inc. (WOR) | Director | 1998–Nov 2023 | Audit Committee; Nominating & Governance Committee . |
| Harvard University Alumni Association | Elected Director | Not disclosed | Alumni governance . |
| President’s Council on Integrity & Efficiency in Government; President’s Commission on White House Fellowships | Member | Not disclosed | Public-sector integrity and leadership programs . |
Board Governance
- Independence: The Board affirmatively determined Ms. Schiavo is independent under WS Corporate Governance Guidelines, NYSE, and SEC rules; independent directors represent a majority of the Board .
- Committee roles: Chair, Nominating & Governance; Member, Audit; Member, Executive .
- Attendance and engagement: The Board held five meetings in fiscal 2025, and each incumbent director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non‑employee directors regularly meet in executive session without management; independent directors meet at least annually in executive session .
| Committee | Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Nominating & Governance | Chair | 4 | Oversight of governance, board composition, evaluation, succession, CSR oversight coordination . |
| Audit | Member | 4 | Oversight of financial reporting, controls, ERM program, related‑party policy administration . |
| Executive | Member | Not disclosed | Acts on behalf of Board between meetings (limited authorities) . |
Fixed Compensation
- Director cash compensation structure (FY2025): Annual cash retainer $95,000; supplemental retainers: Lead Independent Director $30,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating & Governance Chair $15,000 .
| Item | Amount |
|---|---|
| Annual Cash Retainer (Non‑employee Directors, FY2025) | $95,000 |
| Supplemental Retainer – Nominating & Governance Chair (FY2025) | $15,000 |
| Ms. Schiavo – Cash Fees Earned (FY2025) | $110,000 |
| Ms. Schiavo – Cash Fees Earned (FY2024) | $107,330 |
Additional program features:
- Directors Deferred Compensation Plan: Directors may defer retainers; credited at a fixed rate (4.24% for FY2025) or to investment options, or to theoretical WS common shares with dividend equivalents; CIC generally triggers payout of DC balances .
Performance Compensation
Directors receive time‑based restricted stock (no performance metrics). Equity is granted under the 2023 Directors Equity Plan; restricted shares vest at the annual meeting if the director remains on the Board; unvested shares vest on change‑in‑control, death, total disability, or retirement; otherwise unvested shares are forfeited .
| Grant Year | Grant Date | Shares Granted | Grant Date Fair Value | Vesting Terms | CIC/Accelerated Vesting |
|---|---|---|---|---|---|
| FY2025 (for service into 2025 AM) | Sep 27, 2024 | 4,374 | $144,735 | Vests at 2025 Annual Meeting (Sep 24, 2025) if serving on Board | Unvested restricted shares vest upon change in control, and upon death, total disability, or retirement . |
| FY2024 | N/A (no WS grant) | — | — | Did not receive WS grant due to converted WOR award upon separation | Converted prior WOR restricted stock on separation; no FY2024 WS grant . |
Forward program update:
- FY2026: Annual restricted stock targeted increased to $170,000 for directors and to $235,000 for the Lead Independent Director; cash retainers unchanged .
Other Directorships & Interlocks
| Company | Status | Tenure | Committees/Notes |
|---|---|---|---|
| Worthington Enterprises, Inc. (NYSE: WOR) | Former Director | 1998–Nov 2023 | Audit; Nominating & Governance . |
- Compensation Committee Interlocks: WS’s Compensation Committee (Chiappone, Bowsher, Stoe) reported no interlocks or related‑person transactions in FY2025; Ms. Schiavo is not a member of this committee .
Expertise & Qualifications
- Legal/government oversight: Former DOT Inspector General; DOJ attorney; Assistant Secretary of Labor; member of federal integrity and fellowship commissions .
- Governance leadership: Long‑standing public company board experience (WOR, 1998–2023); chairs WS Nominating & Governance .
- Education: BA Harvard; MA The Ohio State University; JD NYU .
- Communications/operations: CNN analyst; academic and media experience; professor at OSU; private‑sector litigation and risk background .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total Beneficial Ownership (as of Jul 29, 2025 Record Date) | 109,116 shares; <1% of outstanding . |
| Unvested Restricted Common Shares (vesting Sep 24, 2025) | 4,374 shares . |
| Directors Deferred Compensation Plan – Theoretical Common Shares | 18,464 shares credited . |
| Ownership Guidelines | Directors: 5x annual cash retainer; 5‑year attainment window; directors/NEOs beyond five years have met targets . |
| Transfer Restrictions on Restricted Shares | Held in escrow; may not be sold, transferred, pledged, or assigned until vest; dividends held in escrow and paid upon vesting . |
| Anti‑Hedging | Hedging prohibited for directors; short sales, options and similar derivatives barred . |
Related‑Party and Conflicts Review
- Policy: Audit Committee administers the Related Person Transaction Policy; conflicts reported to the Audit Committee; transactions reviewed for fairness, independence impact, and best interest of WS .
- FY2025 transactions disclosed: Payments to Double Eagle Club and the Columbus Blue Jackets; extensive arm’s‑length arrangements with Worthington Enterprises (WOR) post‑separation (SDA, TSA, TMA, EMA, TLA, WBLA, Supply Agreement, real estate and aircraft sharing) with detailed amounts; none are identified as involving Ms. Schiavo personally .
- Independence determination: Board confirmed Ms. Schiavo’s independence; no relationships impairing independence .
Director Compensation Mix and Trends
| Fiscal Year | Cash ($) | Equity ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2025 | 110,000 | 144,735 | 254,735 | Cash reflects $95,000 base + $15,000 N&G Chair; equity is ASC 718 grant‑date value . |
| 2024 | 107,330 | 142,186 | 249,513 | No WS grant; value reflects converted WOR restricted stock award; cash program unchanged after separation . |
- Mix (FY2025): ~43% cash / ~57% equity based on reported amounts .
Risk Indicators & Red Flags
- Attendance: Meets minimum threshold; Board disclosed each incumbent met ≥75% attendance in FY2025 .
- Hedging/Pledging: Hedging prohibited; restricted shares cannot be pledged or transferred pre‑vest .
- Related‑party exposure: No related‑person transactions disclosed for Ms. Schiavo; independence reaffirmed .
- Section 16 compliance: Company disclosed late filings for two individuals (not Ms. Schiavo) due to administrative issues .
Governance Assessment
- Strengths: Independent director with substantial audit/oversight credentials; chairs Nominating & Governance; serves on Audit; strong alignment via equity and 5x retainer ownership guideline; robust anti‑hedging and restricted‑share escrow/transfer limits .
- Potential watch items: Historical ties to WOR are noted only as prior service; WS has extensive arm’s‑length transactions with WOR post‑separation, but none involve her directly; Audit Committee oversight and independence determinations mitigate conflict risk .
- Investor confidence signals: Director comp tilts toward equity; vesting at annual meeting and acceleration provisions are standard; Board reports strong say‑on‑pay support (>95% in 2024) and uses an independent compensation consultant (WTW) with no conflicts identified .