Nancy G. Mistretta
About Nancy G. Mistretta
Nancy G. Mistretta, age 71, has served on Worthington Steel’s board since 2023 and is the Chair of the Audit Committee. She is an SEC-designated “audit committee financial expert,” with 29 years at JPMorgan/heritage institutions as a Managing Director in Investment Banking (1991–2005) and a subsequent partner role at Russell Reynolds Associates (2005–2009). The Board has affirmatively determined she is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. (and heritage institutions) | Managing Director, Investment Banking | 1991–2005 | Senior finance and capital markets leadership; foundation for audit expertise |
| Russell Reynolds Associates | Partner | Feb 2005–Jun 2009 | Executive search; governance and leadership advisory experience |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| The Scotts Miracle-Gro Company | Director; Audit Committee Chair; member, Compensation & Organizations Committee | 2007–Jan 2024 | Audit Chair; Compensation & Organizations member |
| HSBC USA Inc. and HSBC Bank USA, N.A. | Director | Prior service (dates not specified) | Member, Audit; Member, Risk; Chair, Nominating & Governance |
| GAM Holding AG (Zurich) | Director | Prior service (dates not specified) | Chair, Compensation; Member, Governance & Nominating |
Board Governance
- Committee assignments: Audit Committee Chair; members include Mark Davis, Carl A. Nelson Jr., and Mary Schiavo .
- Independence: Determined independent; all three key committees (Audit, Compensation, Nominating & Governance) are composed solely of independent directors .
- Attendance/engagement: Board held five meetings in fiscal 2025; each incumbent director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Audit Committee activity: Met four times in fiscal 2025; oversees financial reporting, internal controls, enterprise risk (including cybersecurity, compliance, ESG), auditor selection (KPMG), and administers the Related Person Transaction Policy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (FY2025) | $95,000 | Standard non-employee director retainer |
| Audit Committee Chair supplemental cash retainer (FY2025) | $20,000 | Committee chair premium |
| Cash fees actually earned (FY2025) | $95,000 | As reported in director comp table |
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual restricted stock (FY2025 cycle) | Sep 27, 2024 | 4,374 | 144,735 | Vests at the 2025 Annual Meeting (Sep 24, 2025) |
| FY2026 program (target values) | n/a | n/a | Target ~$170,000 (Lead Independent Director: $235,000) | Cash retainers unchanged; equity target raised for FY2026 |
Director equity is time-based restricted stock (no performance metrics), vesting on the Annual Meeting for FY2025 grants; directors may also defer cash retainers under the Directors Deferred Compensation Plan (4.24% fixed rate option or theoretical common shares) .
Other Directorships & Interlocks
| Relationship Type | Detail |
|---|---|
| Current public company boards | None disclosed currently; prior boards noted above |
| Interlocks with WS customers/suppliers | None disclosed; Board reviewed relationships in independence determination |
| Related-party transactions | None disclosed for Mistretta; Audit Committee oversees related-person policy |
Expertise & Qualifications
- Audit committee financial expert (SEC Item 407(d)(5)) .
- Senior investment banking experience (JPMorgan), board governance and compensation oversight across multiple public companies .
- Extensive audit chair experience (SMG), and committee leadership across risk and governance .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 9,557 | Includes restricted shares; <1% of outstanding |
| Ownership as % of outstanding | <1% | Company table denotes <1% |
| Unvested restricted shares (scheduled to vest Sep 24, 2025) | 4,374 | FY2025 director grant |
| Pledged/hedged shares | None disclosed; directors prohibited from speculative trading/hedging | |
| Stock ownership guideline | 5× annual cash retainer (directors) | Applies to all non-employee directors |
Governance Assessment
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Strengths
- Independent Audit Chair and SEC “financial expert”; Audit Committee met four times, actively overseeing external audit, internal controls, ERM, cybersecurity, compliance, and related-person transactions .
- Strong independence framework; supermajority independent board; key committees fully independent; regular executive sessions led by the Lead Independent Director .
- Director equity aligns with shareholder value via ownership guidelines (5× retainer) and anti-hedging prohibitions .
-
Watch items
- Director equity is time-vested RS (no explicit performance metrics); while typical for directors, at-risk alignment depends on share price rather than performance hurdles .
- Significant related-party transactions exist at the company level (WOR arrangements, McConnell family entities), though none involve Mistretta; continued robust Audit Committee oversight remains critical .
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RED FLAGS
- None disclosed for Mistretta regarding attendance, related-party exposure, pledging, or hedging .