Sidney A. Ribeau
About Sidney A. Ribeau
Dr. Sidney A. Ribeau, age 77, has served on Worthington Steel’s Board since 2023 and is a member of the Nominating and Governance Committee. He is Professor of Communications at Howard University (since October 2013) and previously served as President of Howard University (2008–2013) and President of Bowling Green State University (13+ years). He holds a B.A. from Wayne State University and M.A./Ph.D. from the University of Illinois. His background leading billion‑dollar academic institutions and service on major fiduciary boards (e.g., TIAA committees) underpins expertise in management, human resources, governance, and public policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Howard University | President | Aug 2008 – Oct 2013 | Led a large academic institution with complex governance and financial oversight . |
| Bowling Green State University | President | 13+ years (prior to 2008) | Executive leadership of a major public university; institutional management . |
External Roles
| Organization | Role | Tenure | Committees/Details |
|---|---|---|---|
| Howard University | Professor of Communications | Oct 2013 – Present | Academic leadership and communications expertise . |
| Worthington Enterprises, Inc. | Director (public) | 2000 – Nov 2024 | Longstanding board service at former parent; ended Nov 2024 . |
| TIAA (Teachers Insurance and Annuity Association) | Trustee | 16 years | Human Resources, Nominating & Governance, Corporate Governance & Social Responsibility Committees . |
| Convergys Corporation | Director (public) | 2001 – 2008 | Public company board service . |
| The Andersons, Inc. | Director (public) | 1997 – 2008 | Public company board service . |
Board Governance
- Committee assignments: Member, Nominating & Governance Committee; no chair roles disclosed .
- Independence: The Board affirmatively determined Dr. Ribeau is independent under NYSE and SEC rules and the company’s Corporate Governance Guidelines; 9 of 12 directors are independent; Audit, Compensation, and Nominating & Governance Committees are entirely independent .
- Attendance and engagement: In fiscal 2025, the Board held 5 meetings and each incumbent director attended at least 75% of the combined Board and assigned committee meetings; all directors attended the 2024 annual meeting .
- Committee activity levels (FY25): Audit (4 meetings), Compensation (4), Nominating & Governance (4) .
- Lead Independent Director: Role established and filled by George P. Stoe; executive sessions held regularly without management .
Fixed Compensation
| Component (FY2025) | Amount |
|---|---|
| Annual Board Cash Retainer | $95,000 |
| Supplemental Retainers (if applicable) | Nominating & Governance Chair: $15,000; Dr. Ribeau is a member, not Chair (no supplemental disclosed) |
- Directors may defer retainers into the non‑qualified Directors Deferred Compensation Plan (DC Plan), electing a fixed interest rate (4.24% for FY2025), 401(k) mirror options, or “theoretical common shares” that track stock performance with dividend equivalents; accounts are fully vested and generally paid at separation or a specified date; change‑in‑control triggers payout of DC balances .
Performance Compensation
| Equity Award Detail | FY2025 Value / Terms |
|---|---|
| Equity Grant Form | Restricted stock under the 2023 Directors Equity Plan |
| Grant Date | September 27, 2024 |
| Shares Granted to Dr. Ribeau | 4,374 common shares |
| Grant Date Fair Value (FY2025 table) | $144,735 |
| Vesting | Vests on the date of the Annual Meeting if still on the Board (Sept 24, 2025 for FY2025 grants referenced) |
| FY2026 Target Equity (All Directors) | Increased from ~$140,000 to ~$170,000 (Lead Independent Director from $205,000 to $235,000); cash retainers unchanged |
| Acceleration Provisions (Directors Plan) | Upon a change in control, death, total disability, or retirement, director restricted shares fully vest; otherwise forfeited upon termination prior to vesting |
Director Compensation (FY2025)
| Name | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Sidney A. Ribeau | 95,000 | 144,735 | 239,735 |
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond Worthington Steel .
- Recent/Notable prior directorships: Worthington Enterprises, Inc. (2000–Nov 2024), Convergys (2001–2008), The Andersons (1997–2008); TIAA Trustee for 16 years with committee roles .
- Interlocks/Conflicts: Company discloses no Compensation Committee interlocks in FY2025; members had no related‑person transactions and no cross‑board interlocks with company executives at other entities; Dr. Ribeau is not listed on the Compensation Committee .
Expertise & Qualifications
- Governance and fiduciary oversight: 16‑year TIAA trustee with HR, N&G, and Corporate Governance committee experience .
- Large‑scale leadership: Former president of two major universities; experience managing large, complex institutions with financial, HR, and policy dimensions .
- Education: B.A. (Wayne State), M.A./Ph.D. (University of Illinois) .
Equity Ownership
| Measure | Amount / Status |
|---|---|
| Beneficial Ownership (as of Record Date, FY2025) | 133,599 shares; less than 1% of outstanding |
| Included Restricted Shares | 4,374 restricted shares scheduled to vest on Sept 24, 2025 |
| Deferred Comp Plan – Theoretical Common Shares | 60,592 shares credited in Directors DC Plan |
| Pledging/Hedging | Restricted shares held in escrow may not be sold, transferred, or pledged until vesting; directors/officers prohibited from hedging (shorts, options, collars, swaps, etc.) |
| Director Stock Ownership Guideline | 5x annual cash retainer; expected to reach within five years of appointment/election; all directors past five‑year threshold meet guidelines |
Security Ownership Context (FY2025)
| Item | Detail |
|---|---|
| Shares Outstanding (Record Date) | 50,870,805 (used for % calc in table; Dr. Ribeau <1%) |
| Section 16(a) Compliance | No late filings disclosed for Dr. Ribeau; company noted late Form 3/4 only for Mr. Kelly and a late Form 4 for Steven Witt |
Governance Assessment
-
Strengths
- Independence and robust committee structure: Dr. Ribeau is classified as independent; WS maintains majority‑independent board and fully independent key committees, supporting objective oversight .
- Board and committee engagement: Minimum 75% attendance threshold met by all incumbent directors; active committee cadence (Audit, Comp, N&G each met 4 times in FY2025); full attendance at 2024 annual meeting signals engagement .
- Ownership alignment: Mix of cash retainer and time‑based restricted stock, with director ownership guideline of 5x retainer and anti‑hedging policy; Dr. Ribeau also holds theoretical common shares via the DC Plan, further aligning interests .
- No director‑specific related‑party exposure disclosed: Related‑party policy administered by the Audit Committee; transactions disclosed involve entities related to the McConnell family and the former parent (WOR), not Dr. Ribeau .
-
Watch items / potential investor considerations
- Change‑in‑control vesting for director equity is single‑trigger (full vesting on CoC), unlike executive “double‑trigger,” which some investors scrutinize for alignment; however, this is common for directors and balances independence and retention .
- FY2026 director equity grants increased (to ~$170k for non‑LID), raising board pay but also increasing equity‑based alignment; cash retainers unchanged .
- Broader related‑party transactions (e.g., payments to a McConnell‑owned club and sponsorships with the Columbus Blue Jackets) exist at the company level; oversight sits with the Audit Committee and independence determinations consider these relationships; no tie to Dr. Ribeau disclosed .
No RED FLAGS specific to Dr. Ribeau were identified in the latest proxy: he is independent, not implicated in related‑party transactions, not cited in Section 16 exceptions, and maintains equity alignment via restricted stock and the directors’ DC Plan .
Appendix: Committee Meeting Counts (FY2025)
| Committee | Meetings |
|---|---|
| Board of Directors | 5 |
| Audit | 4 |
| Compensation | 4 |
| Nominating & Governance | 4 |