Worthington Steel Files DEF 14A on Executive Compensation
Ticker: WS · Form: DEF 14A · Filed: Aug 15, 2025 · CIK: 1968487
| Field | Detail |
|---|---|
| Company | Worthington Steel, Inc. (WS) |
| Form Type | DEF 14A |
| Filed Date | Aug 15, 2025 |
| Risk Level | medium |
| Pages | 15 |
| Reading Time | 18 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: proxy-statement, executive-compensation, corporate-governance
TL;DR
Worthington Steel's DEF 14A is out, detailing exec pay and equity awards for FY25.
AI Summary
Worthington Steel, Inc. filed its DEF 14A on August 15, 2025, for the fiscal year ending May 31, 2025. The filing details executive compensation, including equity awards granted and vested during the fiscal year. Specific figures for the fair value of these awards and changes in their valuation are presented, alongside information on dividends paid on equity awards.
Why It Matters
This filing provides shareholders with crucial details on how executive compensation is structured and awarded, impacting corporate governance and investor confidence.
Risk Assessment
Risk Level: medium — DEF 14A filings, while routine, can reveal significant information about executive compensation and corporate governance that may influence stock price.
Key Numbers
- 2025-05-31 — Fiscal Year End (The period covered by the compensation details in the filing.)
- 2025-08-15 — Filing Date (The date Worthington Steel submitted this DEF 14A to the SEC.)
Key Players & Entities
- Worthington Steel, Inc. (company) — Filer of the DEF 14A
- 0001193125-25-181847 (filing_id) — Accession Number for the filing
- 20250815 (date) — Filing date
- 20250924 (date) — Conformed period of report
- 0531 (date) — Fiscal year end
FAQ
What is the primary purpose of a DEF 14A filing?
A DEF 14A filing, also known as a Definitive Proxy Statement, is used to solicit shareholder votes on important corporate matters, such as the election of directors and executive compensation.
What fiscal year does this DEF 14A filing cover?
This DEF 14A filing by Worthington Steel, Inc. covers the fiscal year ending May 31, 2025.
When was this DEF 14A filing submitted to the SEC?
This DEF 14A filing was submitted to the SEC on August 15, 2025.
What type of information is typically detailed in a DEF 14A regarding compensation?
DEF 14A filings typically detail executive compensation, including base salary, bonuses, stock awards, option awards, and other benefits, as well as information on the company's board of directors and corporate governance.
What is the Central Index Key (CIK) for Worthington Steel, Inc. in this filing?
The Central Index Key (CIK) for Worthington Steel, Inc. in this filing is 0001968487.
Filing Stats: 4,579 words · 18 min read · ~15 pages · Grade level 15.1 · Accepted 2025-08-15 16:06:01
Filing Documents
- d908600ddef14a.htm (DEF 14A) — 2054KB
- g908600g01a71.jpg (GRAPHIC) — 166KB
- g908600g01d03.jpg (GRAPHIC) — 23KB
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- g908600g23j01.jpg (GRAPHIC) — 44KB
- g908600g23u05.jpg (GRAPHIC) — 53KB
- g908600g24k01.jpg (GRAPHIC) — 56KB
- g908600g24k02.jpg (GRAPHIC) — 45KB
- g908600g24k03.jpg (GRAPHIC) — 49KB
- g908600g54t15.jpg (GRAPHIC) — 50KB
- 0001193125-25-181847.txt ( ) — 4959KB
- ws-20250531.xsd (EX-101.SCH) — 15KB
- d908600ddef14a_htm.xml (XML) — 291KB
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners and Management 11 Proposal 2: Advisory Vote to Approve the Compensation of the NEOs 67 Corporate Governance 14 Proposal 3: Ratification of the Selection of Independent Registered Public Accounting Firm 68 Transactions With Certain Related Persons 23 Audit Committee Matters 69 Miscellaneous Items 72 Proposal 1: Election of Directors 27 Householding of Annual Meeting Materials 72
Executive Compensation
Executive Compensation 33 Shareholder Proposals for 2026 Annual Meeting 72 Compensation Discussion and Analysis 33 Future Electronic Access to Proxy Materials and Annual Report 73 Compensation Committee Report 45 Annual Report on Form 10-K 73 Fiscal 2025 Summary Compensation Table 46 References 73 Grants of Plan-Based Awards 48 Other Business 74 Outstanding Equity Awards at Fiscal 2025 Year-End 50 Appendix I – Companies in Comparator Group I-1 Option Exercises and Stock Vested 52 Non-Qualified Deferred Compensation 53 Potential Payments Upon Change in Control 54 CEO Pay Ratio 57 Pay Versus Performance 58 Table of Contents Summary This summary highlights information about Worthington Steel, Inc., an Ohio corporation ("Worthington Steel"), and, where appropriate, its subsidiaries (together with Worthington Steel, "we", "our", "us" or the "Company"), and certain information contained in this 2025 Proxy Statement (this "Proxy Statement") for our annual meeting of shareholders to be held on Wednesday, September 24, 2025, beginning at 8:30 a.m., Eastern Daylight Time (the "Annual Meeting"). This summary does not contain all of the information that you should consider in voting the common shares, no par value, of Worthington Steel (the "common shares") that you hold, and you should read the entire Proxy Statement carefully before voting. We were a business segment and wholly owned subsidiary of Worthington Enterprises, Inc. (f/k/a Worthington Industries, Inc.)("Worthington Enterprises" or "WOR") prior to our separation into a standalone publicly-traded company on December 1, 2023 (the "Separation"). For additional information regarding our performance for the fiscal year ended May 31, 2025 ("fiscal 2025"), please review our Annual Report on Form 10-K for fiscal 2025 (the "2025 Form 10-K") filed with the United States ("U.S.") Securities and Exchange Commission (the "SEC") on July 29, 2025. Other th