Scott Kelly
About Scott Kelly
Scott Kelly (age 59) is an independent Class I director of Worthington Steel (WS) since 2024 and serves on the Nominating and Governance Committee. He is Senior Vice President of Operations at NPL Construction Company (a subsidiary of Centuri Group, Inc.), with a career spanning senior operations and strategy roles across regulated utilities; he holds a bachelor’s degree from Carnegie Mellon University and an MBA from Xavier University .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NPL Construction Company (Centuri Group subsidiary) | Senior Vice President of Operations | Current | Oversees operations in strategic infrastructure services |
| Centuri Group | Senior Vice President, Strategic Alliances & Planning | 2020–2024 | Corporate strategy and alliances leadership |
| NiSource | Various roles incl. Vice President, SMS Central Operations | 2015–2020 | Operations leadership at gas/electric utility |
| AES Ohio | Sr. VP Shared Services; Sr. VP Merger Transition | 2011–2012 | Integration and shared services leadership |
| DPL Energy Resources | President | 2010 | Led regional energy provider |
| AES Ohio | Sr. VP, Transmission & Distribution | 2007–2010 | Grid operations leadership |
| Dayton Power & Light | Director, Engineering & Business Development; prior roles | 2001–2007; 1994–2001 | Engineering and commercial leadership |
External Roles
| Organization | Role | Committee/Board Role |
|---|---|---|
| NPL Construction Company (Centuri Group) | Senior Vice President of Operations | Not a public company directorship |
| Other public company boards | None disclosed | None disclosed in proxy |
Board Governance
- Committee assignment: Member, Nominating and Governance Committee; not a committee chair .
- Independence: Board affirmatively determined Mr. Kelly is independent under NYSE and SEC rules; WS’s Audit, Compensation, and Nominating and Governance committees are comprised solely of independent directors .
- Attendance: In fiscal 2025, the Board held five meetings; each incumbent director attended at least 75% of aggregate Board and applicable committee meetings. All directors attended the 2024 Annual Meeting .
- Board leadership: Lead Independent Director (George P. Stoe) presides over executive sessions; WS regularly holds executive sessions of non‑employee/independent directors .
Fixed Compensation
| Component | Detail | Fiscal Year |
|---|---|---|
| Cash retainer earned | $71,250 | 2025 |
| Standard non‑employee director cash retainer program | $95,000 annual retainer; chair supplements: Audit $20,000; Compensation $15,000; Nominating & Governance $15,000; Lead Independent Director $30,000 | 2025 program |
| Equity grant (restricted stock) | 3,321 shares granted Dec 20, 2024; grant date fair value $113,246 | 2025 |
| Vesting schedule (director equity) | Mr. Kelly’s 3,321 restricted shares will vest on Sept 24, 2025 (Annual Meeting date), subject to continued Board service | 2025 |
The Board approved an increase in targeted annual restricted stock awards for fiscal 2026 to $170,000 for directors and $235,000 for the Lead Independent Director; cash retainers unchanged .
Performance Compensation
- Directors do not receive performance-based equity or cash incentives; annual director equity awards are time-vested restricted stock under the 2023 Directors Equity Plan, vesting on the Annual Meeting date if the director remains on the Board .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| — | — | No other public company directorships disclosed for Mr. Kelly in WS’s proxy |
Expertise & Qualifications
- Education: Bachelor’s degree (Carnegie Mellon University); MBA (Xavier University) .
- Domain expertise: Decades of operations, transmission & distribution, and strategy leadership across regulated utilities and infrastructure services .
- Governance relevance: Experience with merger transitions and shared services supports board oversight of strategy, operations, and human capital .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership | 3,321 shares (restricted) |
| Ownership % of outstanding | Less than 1% (asterisked in security ownership table) |
| Unvested vs. vested | 3,321 restricted shares scheduled to vest Sept 24, 2025 |
| Options | None disclosed for Mr. Kelly |
| Pledged shares | None disclosed for Mr. Kelly |
| Director stock ownership guidelines | 5x annual cash retainer; expected to attain within five years of appointment; directors subject to anti‑hedging policy |
Citations: Beneficial ownership and vesting ; outstanding shares context and ownership table asterisk for <1% ; options/pledging not disclosed for Mr. Kelly (no options listed for directors, no pledging noted for Mr. Kelly) ; stock ownership guidelines and anti‑hedging policy .
Governance Assessment
- Positives: Independent director with relevant operations and utility-sector experience; assigned to the Nominating & Governance Committee; WS maintains majority-independent board, strong governance practices, executive sessions led by a Lead Independent Director, and independent-only key committees .
- Alignment: Director stock ownership guidelines (5x cash retainer) and annual restricted stock grants enhance alignment; anti‑hedging policy in place. Mr. Kelly’s restricted shares vest with continued service (time-based) rather than performance conditions, consistent with best practice for director pay .
- Attendance/engagement: Fiscal 2025 attendance met at least 75% threshold; all directors attended the 2024 Annual Meeting, supporting engagement .
- Potential red flags: One Form 3 and one Form 4 for Mr. Kelly were filed late due to updated SEC filing codes (administrative issue); no related‑party transactions involving Mr. Kelly are described in the proxy .
- Program signals: Director equity targets increased for fiscal 2026, indicating continued emphasis on equity-based alignment for non‑employee directors .