Velarion · Company Intelligence
Compensation Brief
Fiscal year 2026 · Filings through 2026-09-24

Worthington Steel (WS)

CEO Geoffrey Gilmore was paid $7,194,997 in fiscal year 2026, up 35.0% from fiscal year 2025 (SEC filing 0001193125-26-352256 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$7,194,997
Geoffrey Gilmore total, FY2026
—
CEO pay percentile vs peers
83:1
CEO-to-median pay ratio
98.33%
Say-on-pay support, latest vote

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Companies that benchmark against WS
5 companies name WS as a compensation peer

Each company listed discloses WS in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named WS in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01

Summary Compensation Table — fiscal year 2026

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Geoffrey Gilmore$1,082,077$0$2,976,548$0$3,005,347—$131,024$7,194,997
President and Chief Executive Officer
John Blystone801,53801,002,21902,004,013—80,3333,888,103
Executive Chairman
Jeffrey Klingler548,6750789,86001,222,376—93,8542,654,765
Executive Vice President and Chief Operating Officer
Timothy Adams538,6560607,6090947,451—63,2422,156,958
Vice President and Chief Financial Officer
Clifford Larivey422,6440394,9300627,455—58,1061,503,135
President, Flat-Roll Steel Processing

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2026 totalFY2025 totalFY2024 totalΔ FY2025→2026
Geoffrey Gilmore$7,194,997$5,329,928$8,592,816+1,865,069
John Blystone3,888,1032,684,1154,174,292+1,203,988
Jeffrey Klingler2,654,7652,078,9083,358,098+575,857
Timothy Adams2,156,9581,598,7062,138,046+558,252
Clifford Larivey1,503,1351,258,421—+244,714

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2026

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Timothy AdamsPSU2025-06-274,7439,485—18,970$303,805
John BlystonePSU2025-06-277,11314,225—28,450455,627
John BlystoneRSU2025-06-27——17,065—546,592
Timothy AdamsRSU2025-06-27——9,485——
Geoffrey GilmoreRSU2025-06-27——46,465——
Geoffrey GilmorePSU2025-06-2723,23346,465—92,9301,488,274
Jeffrey KlinglerRSU2025-06-27——12,330——
Jeffrey KlinglerPSU2025-06-276,16512,330—24,660394,930
Clifford LariveyRSU2025-06-27——6,165——
Clifford LariveyPSU2025-06-273,0836,165—12,330197,465
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Timothy Adams$0$303,805$0100.0%
John Blystone546,592455,627045.5%
Geoffrey Gilmore01,488,2740100.0%
Jeffrey Klingler0394,9300100.0%
Clifford Larivey0197,4650100.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

05

Incentive-plan design — the Compensation Discussion & Analysis

Our executive compensation program is designed to pay for performance and to align management’s interests with the interests of our shareholders while attracting, motivating and retaining superior talent. We aim to provide a competitive total compensation package that allows for increased compensation when superior financial performance is achieved, while not encouraging unnecessary or excessive risk-taking.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantWillis Towers Watson
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingfalse
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-09-2341,997,257712,80597,22398.33%Passed
20252025-09-2440,379,5271,245,153268,18597.01%Passed
20242024-09-2539,109,653635,74867,55498.4%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-09-2398.33%a
20252025-09-2497.01%b
20242024-09-2598.4%c

a. Voting standard not stated in the filing.

b. Voting standard not stated in the filing.

c. Voting standard not stated in the filing.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)83 : 1
CEO total compensation—
Median employee compensation$87,110
08

Director compensation — fiscal year 2026

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Geoffrey G. GilmoreEmployee director · Executive Committee—$2,919,126———$11,907,441
John B. BlystoneEmployee director · Board Chair · Executive Committee—1,167,819———5,198,775
Mr. StoeIndependent · Lead Independent Director · Compensation Committee · Executive Committee125,000243,654———368,654
Mark DavisIndependent · Audit Committee · Compensation Committee118,750176,247———294,997
Ms. MistrettaIndependent · Audit Committee (Chair)115,000176,247———291,247
Ms. SchiavoIndependent · Audit Committee · Nominating and Governance Committee · Executive Committee110,000176,247———286,247
Mr. ChiapponeIndependent · Compensation Committee110,000176,247———286,247
Mr. BowsherIndependent · Compensation Committee · Nominating and Governance Committee95,000176,247———271,247
Mr. McConnellNot independent · Executive Committee95,000176,247———271,247
Dr. RibeauIndependent · Nominating and Governance Committee95,000176,247———271,247
Mr. KellyIndependent · Audit Committee · Nominating and Governance Committee95,000176,247———271,247
09

Board fee structure and ownership guideline

Annual cash retainer$95,000
Annual equity retainer$170,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)20,000 / 15,000 / 15,000
Stock ownership guidelineOur stock ownership guidelines and anti-hedging policy also drive stock ownership among executives, again aligning their interests with the interests of our shareholders
09b

Total cost of the board

ComponentFY2026
Cash retainers and fees$958,750
Equity awards (grant-date value)$5,740,575
All other compensation$0
Total cost of the board$6,699,325

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Worthington Steel2026Geoffrey Gilmore$1,082,077$2,976,548$0$3,005,347$7,194,997

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

FAQ

Frequently asked questions

Who was the highest-paid executive at Worthington Steel in fiscal 2026?
Geoffrey Gilmore, President and Chief Executive Officer, was the highest-paid executive at Worthington Steel in fiscal 2026 with total compensation of $7,194,997.
How does Worthington Steel's chief executive pay compare to its disclosed peer group?
The filing shows that the CEO pay percentile of disclosed peers is not disclosed in this filing.
What is Worthington Steel's CEO-to-median employee pay ratio?
As disclosed, the CEO-to-median employee pay ratio was 83:1.
How did shareholders vote on Worthington Steel's executive compensation?
The filing shows that shareholder support for the say-on-pay vote was 98.33%.
How much does Worthington Steel spend in total on board compensation for fiscal 2026?
The company reported total board compensation of $6,699,325 for fiscal 2026.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Geoffrey GilmoreDEF 14A2026-08-140001193125-26-352256Section “Fiscal 2026 Summary Compensation Table”. As printed: 7,194,997. Filing ↗
2Section 01, John BlystoneDEF 14A2026-08-140001193125-26-352256Section “Fiscal 2026 Summary Compensation Table”. As printed: 3,888,103. Filing ↗
3Section 01, Jeffrey KlinglerDEF 14A2026-08-140001193125-26-352256Section “Fiscal 2026 Summary Compensation Table”. As printed: 2,654,765. Filing ↗
4Section 01, Timothy AdamsDEF 14A2026-08-140001193125-26-352256Section “Fiscal 2026 Summary Compensation Table”. As printed: 2,156,958. Filing ↗
5Section 01, Clifford LariveyDEF 14A2026-08-140001193125-26-352256Section “Fiscal 2026 Summary Compensation Table”. As printed: 1,503,135. Filing ↗
6Section 03, Timothy Adams PSUDEF 14A2026-08-140001193125-26-352256Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 921709–921716
7Section 03, John Blystone PSUDEF 14A2026-08-140001193125-26-352256Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 977764–977771
8Section 03, John Blystone RSUDEF 14A2026-08-140001193125-26-352256Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 984860–984867
9Section 03, Timothy Adams RSUDEF 14A2026-08-140001193125-26-352256Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 928138–928143
10Section 03, Geoffrey Gilmore RSUDEF 14A2026-08-140001193125-26-352256Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 872010–872016
11Section 03, Geoffrey Gilmore PSUDEF 14A2026-08-140001193125-26-352256Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 865529–865538
12Section 03, Jeffrey Klingler RSUDEF 14A2026-08-140001193125-26-352256Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 1032119–1032125
13Section 03, Jeffrey Klingler PSUDEF 14A2026-08-140001193125-26-352256Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗
14Section 03, Clifford Larivey RSUDEF 14A2026-08-140001193125-26-352256Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 1096501–1096506
15Section 03, Clifford Larivey PSUDEF 14A2026-08-140001193125-26-352256Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 1090022–1090029
16Section 07, pay ratioDEF 14A2026-08-140001193125-26-352256Section “CEO Pay Ratio”. As printed: 83 : 1. Filing ↗
17Section 08, Geoffrey G. GilmoreDEF 14A2026-08-140001193125-26-352256Section “Director Compensation”. As printed: 11,907,441. Filing ↗
18Section 08, John B. BlystoneDEF 14A2026-08-140001193125-26-352256Section “Director Compensation”. As printed: 5,198,775. Filing ↗
19Section 08, Mr. StoeDEF 14A2026-08-140001193125-26-352256Section “Director Compensation”. As printed: 368,654. Filing ↗machine: span 1832135–1832402
20Section 08, Mark DavisDEF 14A2026-08-140001193125-26-352256Section “Director Compensation”. As printed: 294,997. Filing ↗machine: span 1823242–1823509
21Section 08, Ms. MistrettaDEF 14A2026-08-140001193125-26-352256Section “Director Compensation”. As printed: 291,247. Filing ↗machine: span 1827682–1827949
22Section 08, Ms. SchiavoDEF 14A2026-08-140001193125-26-352256Section “Director Compensation”. As printed: 286,247. Filing ↗machine: span 1830646–1830913
23Section 08, Mr. ChiapponeDEF 14A2026-08-140001193125-26-352256Section “Director Compensation”. As printed: 286,247. Filing ↗machine: span 1821752–1822019
24Section 08, Mr. BowsherDEF 14A2026-08-140001193125-26-352256Section “Director Compensation”. As printed: 271,247. Filing ↗machine: span 1820283–1820550
25Section 08, Mr. McConnellDEF 14A2026-08-140001193125-26-352256Section “Director Compensation”. As printed: 271,247. Filing ↗machine: span 1826213–1826480
26Section 08, Dr. RibeauDEF 14A2026-08-140001193125-26-352256Section “Director Compensation”. As printed: 271,247. Filing ↗machine: span 1829179–1829446
27Section 08, Mr. KellyDEF 14A2026-08-140001193125-26-352256Section “Director Compensation”. As printed: 271,247. Filing ↗machine: span 1824713–1824980
28Section 06, 2026 voteForm 8-K2026-09-240001968487-26-000029Item 5.07 · say-on-pay result. As reported: 98.33% (votes for as printed: 41,997,257). Filing ↗
29Section 06, 2025 voteForm 8-K2025-09-290001193125-25-223315Item 5.07 · say-on-pay result. As reported: 97.01% (votes for as printed: 40,379,527). Filing ↗
30Section 06, 2024 voteForm 8-K2024-09-300000950170-24-110401Item 5.07 · say-on-pay result. As reported: 98.4% (votes for as printed: 39,109,653). Filing ↗
31Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
32Section 03b vehicle mix (computed)Computed——RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
33Section 09b board cost (computed)Computed——Cash 958,750 + equity 5,740,575 + all other 0 = 6,699,325, summed across the director compensation table rows.machine: formula: Σ = 6,699,325
34Worthington Steel (subject), Section 10b CEO totalDEF 14A2026-08-140001193125-26-352256CEO total compensation as printed in Worthington Steel's own proxy. As printed: 7,194,997. Filing ↗

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