UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Partyparty other than the Registrant  ☐

Check the appropriate box:

WORTHINGTON INDUSTRIES, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate all boxes that applybox)):

Dear Fellow Shareholders:

On behalf of the Board of Directors and employees of Worthington Industries, Inc. (the “Company”(“we”, “our” and “us”), I cordially invite you to participate via live webcast in the 2019our 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of the Company to be held on Wednesday, September 25, 2019,28, 2022, beginning at 3:00 p.m., Eastern Daylight Time.  This year’s Annual Meeting will be a virtual meeting of shareholders which means that you will be able to participate in the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/WOR19.WOR2022. You will not be able to attend the Annual Meeting in person.

Details of the business to be conducted at the Annual Meeting are provided in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement, which you are urged to read carefully.  If you are a registered shareholder participating in the Annual Meeting via the live webcast at www.virtualshareholdermeeting.com/WOR19WOR2022, you may revoke your proxy and vote during the Annual Meeting, even if you have previously submitted a proxy.

We have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish proxy materials to certain shareholders on the Internet.  On or about the date of this letter, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”“Notice of Availability”) to shareholders of record at the close of business on August 1, 2019.2022.  At the same time, we provided those shareholders with access to our online proxy materials and filed our proxy materials with the SEC.  We believe furnishing proxy materials to our shareholders on the Internet will allow us to provide our shareholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.  If you have received the Notice of Availability, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained in the Notice.Notice of Availability.

It is important that your common shares be represented at the Annual Meeting whether or not you are personally able to participate via the live webcast. Accordingly, after reading the accompanying proxy materials, please promptly submit your proxy by telephone, Internet, mobile device or mail as described in the Proxy Statement or the Notice.Notice of Availability.

Your continuing interest in our Companycompany is greatly appreciated.

Sincerely,

JOHN P. McCONNELL

Chairman of the Board and Chief Executive OfficerChairman

August 14, 201915, 2022

Notice of Annual Meeting of Shareholders to be Held September 25, 201928, 2022

Notice is hereby given that the 20192022 Annual Meeting of Shareholders (the “Annual Meeting”) of Worthington Industries, Inc. (the “Company”(“we”, “our” and “us”) will be held at 3:00 p.m., Eastern Daylight Time, on Wednesday, September 25, 2019.  This year’s28, 2022.  The Annual Meeting will be a virtual meeting of shareholders which meansheld virtually, meaning that you will be able to participate in the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/WOR19WOR2022. You will not be able to attend the Annual Meeting in person.

The Annual Meeting is being held for the following purposes:

Only shareholders of record at the close of business on the record date, August 1, 2019,2022, are entitled to notice of, and to vote at, the Annual Meeting.

We began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”“Notice of Availability”) on or about August 14, 201915, 2022 to shareholders of record at the close of business on August 1, 2019.2022.  The Notice of Availability contains instructions on how to access on the Internet our letter to shareholders, this Notice of Annual Meeting of Shareholders, our 2022 Proxy Statement, our 20192022 Annual Report to Shareholders and the form of proxy, on the Internet, as well as instructions on how to request a paper copy of the proxy materials.

By Order of the Board of Directors,

WORTHINGTON INDUSTRIES, INC.

200 Old Wilson Bridge Road

Columbus, Ohio 43085

(614) 438-3210

www.worthingtonindustries.com

2022 PROXY STATEMENT

Dated:  August 15, 2022

FOR THE ANNUAL MEETING OF SHAREHOLDERS

To Be Held On September 28, 2022

Table of Contents

Fiscal 20192022 Business Performance and Executive Compensation Program Highlights

Fiscal 2019

Earned Incentive Compensation Levels

The following table lists,shows the percentage of target compensation levels achieved under the annual cash incentive bonus program for eachthe last five fiscal years.  

The following table shows the percentage of Fiscal 2019, Fiscal 2018 and Fiscal 2017,target achieved for awards under the bonus andlong-term incentive compensation earned byprogram for the Company’s Chief Executive Officer (“CEO”), the two individuals who served as the Company’s Chief Financial Officer (“CFO”), and the three other most highly compensated executive officers serving in executive officer positions at the end of Fiscal 2019 (collectively, the current “named executive officers” or current “NEOs”) as well as their total cash bonus awards for those fiscal years and their three-fiscal-year cash performance and performance share awards earned for the periods ended with suchthe last five fiscal years.  Information is not included for fiscal years for which the officer was not an NEO.  See the “Fiscal 2019 Summary Compensation Table” beginning on page 52 of this Proxy Statement for additional information on compensation of the NEOs, including compensation information for NEOs who were not serving in executive officer positions at the end of Fiscal 2019.  

____________________________

Overview of Executive Compensation Program

WORTHINGTON INDUSTRIES, INC.

200 Old Wilson Bridge Road

Columbus, Ohio 43085

(614) 438-3210

www.worthingtonindustries.com

PROXY STATEMENT

Dated:  August 14, 201915, 2022

FOR THE ANNUAL MEETING OF SHAREHOLDERS

To Be Held On September 25, 201928, 2022

General Information

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Worthington Industries, Inc., an Ohio corporation (the “Company”), for use at the 20192022 Annual Meeting of Shareholders to be held at 3:00 p.m., Eastern Daylight Time, on September 25, 2019 (the “Annual Meeting”).Meeting. The Annual Meeting will be a virtual meeting, which means that you will be able to participate in the Annual Meeting, vote and submit your questions during the Annual Meeting only via live webcast by visiting www.virtualshareholdermeeting.com/WOR19WOR2022. On or about August 14, 2019,15, 2022, we began mailing to our shareholders of record at the close of business on August 1, 2019,2022 (the “Record Date”), a Notice of Internet Availability of Proxy Materials (the “Notice of Availability”) containing instructions on how to access the Notice of Annual Meeting of Shareholders, this Proxy Statement, the form of proxy (often referred to as a “proxy card”) and our 20192022 Annual Report to Shareholders for the fiscal year ended May 31, 2019 (“Fiscal 2019”).

As used in this Proxy Statement, the “Company” means Worthington Industries, Inc. or, where appropriate, Worthington Industries, Inc. and its subsidiaries.  The term “common shares” means the Company’s common shares, without par value.  Other than the common shares, no voting securities of the Company are outstanding.Report.

Purpose of the Annual Meeting

At the Annual Meeting, shareholders will act upon the matters outlined in the Notice of Annual Meeting of Shareholders included with this Proxy Statement. Specifically, the shareholders will be asked to: (1) elect four directors to the Board for three-year terms to expire at the 2022 Annual Meetingour 2025 annual meeting of Shareholders;shareholders; (2) approve an advisory resolution on the Company’s executive compensation; (3)to approve the Fourth Amendment tocompensation of the Worthington Industries, Inc. AmendedNEOs; and Restated 1997 Long-Term Incentive Plan to authorize 1,500,000 additional common shares; and (4)(3) ratify the selection of KPMG LLP (“KPMG”) as theour independent registered public accounting firm of the Company for the fiscal year ending May 31, 2020 (“Fiscal 2020”).  In addition, following the formal portion of the Annual Meeting, management of the Company will respond to questions from shareholders.2023.  

Board’s Recommendations

Subject to revocation, all forms of proxy that are properly completed and timely received will be voted in accordance with the instructions contained therein.  If no instructions are given (except in the case of broker non-votes), the persons named as proxy holders will vote the common shares in accordance with the recommendations of the Board.  The Board’s recommendations are set forth together with the description of each proposal in this Proxy Statement.  In summary, the Board recommends a vote:

Shareholder Voting Rights

Only shareholders of record at the close of business on August 1, 20192022 (the “Record Date”) or such shareholders’ proxies are entitled to receive notice of, and to vote at, the Annual Meeting.  As of the close of business on the Record Date, there were 56,153,08849,528,843 common shares outstanding and entitled to vote.  Each shareholder is entitled to one vote on each matter voted upon at the Annual Meeting for each common share held.  Shareholders do not have cumulative voting rights in the election of directors.  All voting at the Annual Meeting will be governed by our Amended Articles of Incorporation, our Code of Regulations and the General Corporation Law of the State of Ohio.

Registered Shareholders and Beneficial ShareholdersOwners

If ourthe common shares are registered in your name directly with our transfer agent, EQ Shareowner Services,Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), you are considered, with respect to those common shares, a holder of record (which we also refer to as a “registered shareholder”). If you hold ourthe common shares in a brokerage account or through a bank or other holder of record, you are considered the beneficial holder or beneficial owner of the common shares, which is often referred to as holding the common shares in “street name”.

Voting of Common Shares Held in “Street Name”

A “broker non-vote” occurs when a shareholderbeneficial owner holds ourthe common shares in “street name” through a broker, bank or similar organization,other holder of record who is considered the registered shareholder with respect to the common shares of the beneficial owner, and the shareholderbeneficial owner does not provide the broker, bank or organizationother holder of record with instructions within the required timeframe before the Annual Meeting as to how to vote the common shares on “non-routine” matters.  Under the applicable sections of the New York Stock Exchange (“NYSE”(the “NYSE”) Listed Company Manual (the “NYSE(“NYSE Rules”), your broker, bank or other holder of record cannot vote your common shares on non-routine matters unless your brokerit receives instructions from you as to how to vote.

The only proposal which is considered “routine” isProposal 1 (Election of Directors) and Proposal 2 (Advisory Vote to Approve the ratificationCompensation of the selection of the Company’s independent registered public accounting firm.  The other proposalsNEOs) are considered “non-routine” matters where your broker, bank or other holder of record can only vote your common shares only if your brokerit receives instructions from you. Proposal 3 (Ratification of the Selection of Independent Registered Public Accounting Firm) is considered a “routine” matter.

Your broker, bank or other holder of record will send you directions on how to instruct your brokerit to vote your common shares. If you want your common shares to be voted on the following matters, you must instruct your broker how to vote: (i) for the election of our director nominees; (ii) for the proposal to approve the advisory resolution on executive compensation; and (iii) for the proposal to approve the Fourth Amendment to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan to authorize 1,500,000 additional common shares.

Attendance and Participation at the Annual Meeting

We will be hostinghost the Annual Meeting live via the Internet.Internet at www.virtualshareholdermeeting.com/WOR2022.  You will not be able to attend the Annual Meeting in person.  

Only shareholders of record at the close of business on the Record Date may participate in and vote at the Annual Meeting.  Any shareholder canmay listen to and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/WOR19..  The webcast will start at 3:00 p.m., Eastern Daylight Time, on September 25, 2019.  Shareholders may vote and submit questions while connected to the Annual Meeting on the Internet.28, 2022.  

Instructions on how to connect to and participate in the Annual Meeting, including how to demonstrate proof of ownership of ourthe common shares, are posted at www.virtualshareholdermeeting.com/WOR19WOR2022.  If you do not have your 16-digit control number that is printed in the box marked by the arrowfound directly after “Control #” provided on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials), you will only be able to listen to the Annual Meeting.

How to Vote and Voting Deadlines

If you are a registered shareholder, there are several ways for you to vote your common shares:

Before the Date of the Annual Meeting:  Go to www.proxyvote.com, or, using a mobile device, scan the QR barcode on your proxy card or Notice of Availability.

You can use the Internet 24 hours a day, seven days a week, to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Daylight Time, on September 24, 2019.27, 2022.  Have your proxy card or Notice of Internet Availability of Proxy Materials in hand when you access the website or scan the QR barcode and follow the instructions to obtain your records and create an electronic voting instruction form.

During the Annual Meeting:  Go to www.virtualshareholdermeeting.com/WOR19WOR2022

You may attend the Annual Meeting via the Internet and vote during the Annual Meeting.  Have the information printedthat is shown in the box marked by the arrowfound directly after “Control #” provided on your proxy card or Notice of Internet Availability of Proxy Materials available and follow the instructions.

If you vote via the Internet (including by using a mobile device to scan the QR barcode on your proxy card or Notice of Availability and following the prompts) or by telephone, your electronic vote authorizes the named proxy holders in the same manner as if you signed, dated and returned your proxy card.  If you vote via the Internet or by telephone, do not return your proxy card.

If you are a beneficial owner of ourthe common shares, you should have received a notice that directs you to the website where you can access our proxy materials as well as voting instructions from the broker or other nominee holding yourthe common shares.  You should follow the voting instructions provided by your broker or nominee in order to instruct your broker or nominee on how to vote your common shares.  Please note that the voting instructions provided by your broker or nominee will have a voting deadline that is earlier than those listed above.  The availability of telephone and Internet voting will depend on the voting process of the broker or nominee.  Common shares held beneficially may not be voted by the beneficial owner during our Annual Meeting.

How to Revoke or Change Your Vote after Submitting Your Proxy

If you are a registered shareholder, you may revoke or change your vote at any time before the final vote at the Annual Meeting by:

If you are a beneficial owner of ourthe common shares, you must contact the broker or other nominee holding your common shares and follow the instructions of the broker or other nominee for revoking or changing your vote.

Notice of Internet Availability of Proxy Materials

In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”),SEC, instead of mailing a printed copy of our proxy materials to each shareholder of record, we are permitted to furnish our proxy materials, including the letter to shareholders, Notice of Annual Meeting of Shareholders, this Proxy Statement, and our 20192022 Annual Report to Shareholders,and the form of proxy, by providing access to such documents on the Internet. Generally, shareholders will not receive printed copies of the proxy materials unless they request them.

A Notice of Internet Availability of Proxy Materials that provides instructions for accessing our proxy materials on the Internet has been mailed directly to registered shareholders. The Notice of Internet Availability of Proxy Materials also provides instructions regarding how registered shareholders may vote their common shares on the Internet. Registered shareholders who prefer to receive a paper or e-mail copy of our proxy materials must follow the instructions provided in the Notice of Internet Availability of Proxy Materials for requesting such proxy materials.

The Notice of Internet Availability of Proxy Materials only identifies the items to be voted on at the Annual Meeting.  You cannot vote by marking the Notice of Internet Availability of Proxy Materials and returning it.  The Notice of Internet Availability of Proxy Materials provides instructions on how to cast your vote.

A notice that directs beneficial owners of ourthe common shares to the website where they can access our proxy materials should be forwarded to each beneficial owner by the broker, bank or other holder of record who is considered the registered shareholder with respect to the common shares of the beneficial owner. Such broker, bank or other holder of record should also provide each beneficial owner of ourthe common shares with instructions on how the beneficial owner may request a paper or e-mail copy of our proxy materials. Beneficial owners have the right to direct their broker, bank or other holder of record on how to vote their common shares by following the voting instructions they receive from their broker, bank or other holder of record.

To enroll in the electronic delivery service for future shareholder meetings, use your Notice of Internet Availability of Proxy Materials (or proxy card, if you received a printed copy of the proxy materials) to register online at www.proxyvote.com and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.

Quorum and Tabulation of Voting Results

Tabulation of the votes cast at the Annual Meeting will be performed by Broadridge Financial Services, and such tabulation will be inspected by the inspector of election appointed by the Board for the Annual Meeting.  The presence, in person or by proxy, of the holders of one-third of the outstanding common shares entitled to vote at the Annual Meeting will constitute a quorum, permitting us to conduct our business at the Annual Meeting.  If you are a registered shareholder and submit a proxy, your common shares will be counted to determine whether we have a quorum even if you abstain or fail to provide voting instructions on any of the proposals described in this Proxy Statement and listed on the form of proxy.  If your common shares are held in the name of your broker or other nominee, and you do not instruct your broker or other nominee how to vote your common shares, these common shares will still be counted for purposes of determining the presence or absence of a quorum for the transaction of business if your broker or other nominee submits a proxy.

Proxy Solicitation Costs

This solicitation of proxies is made by and on behalf of the Board. In addition to mailing the Notice of Internet Availability of Proxy Materials (or, if applicable, paper copies of this Proxy Statement, the Notice of Annual Meeting of Shareholders, the proxy card and our 20192022 Annual Report to Shareholders)Report) to registered shareholders as of the close of business on the Record Date, the brokers, banks and other nominees holding ourthe common shares for beneficial owners must provide a notice as to where they cansuch beneficial owners may access our proxy materials to persons for whom they hold our common shares in order that such common shares may be voted.  Solicitation may also be made by our directors, officers and select other Company employees telephonically, electronically or by other means of communication.  Directors,Our directors, officers and employees who help us inassist with the solicitation will not be specially compensated for those services, but they may be reimbursed for their out-of-pocket expenses incurred in connection with the solicitation.  In addition, the Company haswe have retained Broadridge Financial Solutions to aid in the solicitation of proxies with respect to common shares held by broker/dealers, financial institutions and other custodians, fiduciaries and nominees, for a fee of approximately $17,000, plus out-of-pocket expenses.

The CompanyWe will reimburse Broadridge, Financial Solutions, as well as broker/dealers, financial institutions andbrokers, banks or other custodians, fiduciaries and nominees, who are record holders of common shares not beneficially owned by them,record, for their reasonable costs in sending proxy materials to the beneficial owners of the common shares entitled to vote at the Annual Meeting.  The CompanyWe will bear the costs incurred in connection with the solicitation of proxies on behalf of the Board, other than the Internet access or telephone usage fees which may be charged to shareholders.

Security Ownership of Certain BeneficialBeneficial Owners and Management

The following table furnishes as of the Record Date (unless otherwise noted below), with respect to each person known to the Companyus to be the beneficial owner of more than 5% of theour outstanding common shares, of the Company, the name and address of such owner and the number and percentage of outstanding common shares beneficially owned (as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

The following table furnishes the number and percentage of outstanding common shares beneficially owned (as determined in accordance with Rule 13d-3 under the Exchange Act) by: (a) each of our current director of the Company;directors; (b) each of the Company’sour director nominees; (c) each individual named in the “Fiscal 2019 Summary Compensation Table”;NEO; and (d) all of our current directors and executive officers of the Company as a group, in each case as of the Record Date.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that the Company’s directors and executive officers and greater-than-10% beneficial owners of the Company’s outstanding common shares file reports with the SEC reporting their initial beneficial ownership of common shares and any subsequent changes in their beneficial ownership.  Specific due dates for such reports have been established by the SEC and the Company is required to disclose in this Proxy Statement any late report or known failure to file a required report.  To the Company’s knowledge, based solely on a review of the copies of the reports filed electronically with the SEC and written representations that no other reports were required, the Company believes that during Fiscal 2019, all Section 16(a) filing requirements applicable to the Company’s directors and executive officers and greater-than-10% beneficial owners of the Company’s outstanding common shares were complied with, with the exception of one Form 4 reporting two transactions for John P. McConnell, which was one day late in reporting a stock option award and a restricted share award due to an error in the type of filing initially submitted (test filing was submitted instead of live filing and was caught and corrected the following day).

Corporate Governance

Corporate Governance Guidelines

Upon the recommendation of the Nominating and Governance Committee, in accordance with applicable NYSE Rules, the Board has adopted the Corporate Governance Guidelines to promote the effective functioning of the Board and its committees and to reflect the Company’sour commitment to high standards of corporate governance.  The Board, with the assistance of the Nominating and Governance Committee, periodically reviews the Corporate Governance Guidelines to ensure they comply with all applicable requirements.

The Corporate Governance Guidelines are available on the “Corporate Governance”“Governance” page of the “Investor Center”“Investors” section of the Company’sour website located at www.worthingtonindustries.com.

Code of Conduct

In accordance with applicable NYSE Rules and the applicable rules and regulations of the SEC (the “SEC Rules”), the Board adopted the Worthington Industries, Inc. Code of Conduct (the “Code of Conduct”). to serve as the ethical and legal standards for our directors, officers and employees.  The Code of Conduct reinforces our commitment to adhere to high standards of business ethics.  The Code of Conduct also establishes ethical principles by which our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions are expected to conduct themselves in carrying out their duties and responsibilities. The Code of Conduct is available on the “Corporate Governance”“Governance” page of the “Investor Center”“Investors” section of the Company’sour website located at www.worthingtonindustries.com.

Director Independence

Pursuant to the Corporate Governance Guidelines, a director is determined to be an independent director if he or she is independent of management and has no material relationship with the Company,us, either directly or indirectly as a partner, shareholder or officer of an entity that has such a relationship with the Company,us, as affirmatively determined by the Board.  The Board observes all additional criteria for independence established by the NYSE or required under SEC Rules or other applicable laws and regulations.

The Board has been advised of the nature and extent of any direct or indirect personal and business relationships between the Companyus and Kerrii Anderson, John Blystone, Mark Davis, Michael Endres, Ozey Horton, Jr., Peter Karmanos, Jr., Carl Nelson, Jr., Sidney Ribeau or Mary Schiavo, individually (each, an “Independent Director”each director and collectively, the “Independent Directors”),director nominee or any entities for which any Independent Directordirector or director nominee is a partner, officer, employee or shareholder.  The Board has reviewed, considered and discussed such relationships, and the compensation which each Independent Directordirector or director nominee has received, directly or indirectly, from the Company,us, in order to determine whether each Independent Directordirector and director nominee meets the independence requirements of the Corporate Governance Guidelines, the applicable NYSE Rules and the applicable SEC Rules.  The Board has affirmatively determined that (a) none of Kerrii Anderson, David Blom, John Blystone, Mark Davis, Michael Endres, Ozey Horton, Jr., Peter Karmanos, Jr., Carl Nelson, Jr., Sidney Ribeau or Mary Schiavo (each, an “Independent Director” and collectively, the Independent Directors has“Independent Directors”) have any relationship with the Company,us, either directly or indirectly, including, without limitation, any commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship, which: (i) interfered, interferes, or may interfere, with his or her independence from management and the Companyus or the exercise of his or her independent judgment, (ii) would be inconsistent with a determination of independence under applicable NYSE Rules and SEC Rules, or (iii) would impair his or her independence under the Corporate Governance Guidelines; and (b) each of the Independent Directors qualifies as an “Independent Director” under the Corporate Governance Guidelines.  As required by applicable NYSE Rules, the Independent Directors represent a majority of the Company’sour directors.  John P. McConnell does not qualify as independent under applicable NYSE Rules or SEC Rules or the Corporate Governance Guidelines because he is anour executive officer of the Company.  David Blom does not qualify as independent under applicable NYSE Rules or SEC Rules or the Corporate Governance Guidelines because John P. McConnell served as a member of the compensation committee of OhioHealth Corporation while Mr. Blom was an executive officer of OhioHealth Corporation.chairman.

Barring any unusual circumstances, the Board has determined that a director’s independence would not be impaired if: (a) the director is an executive officer or an employee (or his or her immediate family member is an executive officer or an employee) of a company that makes payments to, or receives payments from, the Companyus for property or services performed in the ordinary course of business in an amount which, in any single fiscal year, does not exceed the greater of $1,000,000 or 2% of such other company’s consolidated gross revenues; (b) the Company makeswe make contributions to a scholastic

or charitable tax-exempt organization for which the director (or his or her immediate family member) serves as either a member of the board of directors (or similar governing body) or an officer if the contributions, in any single fiscal year, do not exceed the greater of $500,000 or 1% of the total contributions received by that tax-exempt organization during such fiscal year; or (c) the Company useswe use facilities (dining facilities, clubs, etc.) in which the director is a greater than 5% owner if charges to the Companyus are consistent with charges paid by unrelated third parties and are fair, reasonable and consistent with those for similar services available at similar facilities, as long as the charges do not reach other thresholds under theapplicable NYSE Rules which would disqualify a director from being independent.

The Board specifically considered a number of circumstances in the course of reaching the conclusion that the current Independent Directors qualify as independent under the Corporate Governance Guidelines as well as applicable NYSE Rules and SEC Rules, including the relevant relationships described below in the section captioned “TRANSACTIONS WITH CERTAIN RELATED PERSONS” beginning on page 30 of“Transactions With Certain Related Persons” in this Proxy Statement.

Nominating Procedures

The Board’s Nominating and Governance Committee has responsibility for providing oversight on a broad range of issues surrounding the composition and operation of the Board, including identifying candidates qualified to become directors and recommending director nominees to the Board.

When considering candidates for the Board, the Nominating and Governance Committee evaluates the entirety of each candidate’s credentials but does not have specific eligibility requirements or minimum qualifications which must be met by a Nominating and Governance Committee-recommended nominee and has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees.  The Nominating and Governance Committee considers those factors it deems appropriate, including, but not limited to, independence, judgment, skill, diversity, strength of character, ethics and integrity, experience with businesses or organizations of comparable size or scope, experience as an executive of or adviser to public and private companies, experience and skill relative to other Board members, specialized knowledge or expertise, and the desirability of the candidate’s membership on the Board and any committees of the Board.  Depending on the current needs of the Board, the Nominating and Governance Committee may weigh certain factors more or less heavily.  The Nominating and Governance Committee does, however, believe that all members of the Board should have strong character and integrity, a reputation for working constructively with others, sufficient time to devote to Board matters, and no conflict of interest that would interfere with his or her performance as a director.

While the Board and the Nominating and Governance Committee do not have specific eligibility requirements and do not, as a matter of course, weigh any of the factors they deem appropriate more heavily than others, both the Board and the Nominating and Governance Committee believe that, as a group, the directors should have diverse backgrounds and qualifications.  The Company believesWe believe that the members of the Board, as a group, have such backgrounds and qualifications.

The Nominating and Governance Committee considers candidates for the Board from any reasonable source, including shareholder recommendations, but does not evaluate candidates differently based on the source of the recommendation.  The process for seeking and vetting additional director candidates is ongoing and is not dependent upon the existence of a vacancy on the Board.  Accordingly, the Board believes that this ongoing identification of qualified candidates functions as an appropriate director succession plan.  Pursuant to its charter, the Nominating and Governance Committee has the authority to retain consultants and search firms to assist with the process of identifying and evaluating director candidates and to approve the fees and other retention terms for any such consultant or search firm.  The Nominating and Governance Committee has never used a consultant or search firm for such purpose, and, accordingly, the Company haswe have paid no such fees.

Shareholders may recommend director candidates for consideration by the Nominating and Governance Committee by sending the recommendation to the Chair of the Nominating and Governance Committee, in care of the Company,our Secretary, to the Company’sour executive offices at 200 Old Wilson Bridge Road, Columbus, Ohio 43085.  The recommendation must include the candidate’s name, age, business address, residence address and principal occupation.  The recommendation must also describe the qualifications, attributes, skills or other qualities possessed by the recommended director candidate.  A written statement from the candidate consenting to serve as a director, if elected, and a commitment by the candidate to meet personally with Nominating and Governance Committee members must accompany any such recommendation.

The Board, taking into account the recommendations of the Nominating and Governance Committee, selects nominees for election as directors at each Annual Meeting.  In addition, shareholders wishing to nominate directors may do so, provided they comply with the nomination procedures set forth in the Company’s Code of Regulations and applicable SEC Rules.  In order to nominate an individual for election as a director at a meeting, a shareholder must give written notice of the shareholder’s intention to make such nomination.  The notice must be sent to the Company’sour Secretary, and either delivered in person to, or mailed to and received at, the Company’sour principal executive offices at 200 Old Wilson Bridge Road, Columbus, Ohio 43085 not less than 14 days or more than 50 days prior to any meeting called for the election of directors.  However, if notice or public disclosure of the date of the meeting is given or made less than 21 days prior to the meeting, the shareholder notice must be received by the Company’sour Secretary not later than the close of business on the seventh day following the day on which notice of the date of the meeting was mailed or publicly disclosed.  The Company’sOur Secretary will deliver any shareholder notice received in a timely manner to the Nominating and Governance Committee for review.  Each shareholder notice must include the following information as to each individual the shareholder proposes to nominate for election or re-election as a director: (a) the name, age, business address and, if known, residence address of the proposed nominee; (b) the principal occupation or employment of the proposed nominee; (c) the number of common shares of the Company beneficially owned by the proposed nominee; and (d) any other information relating to the proposed nominee that is required to be disclosed concerning nominees in proxy solicitations under applicable SEC Rules, including the individual’s written consent to be named in the proxy statement as a nominee and to serve as a director, if elected.  The nominating shareholder must also provide (i) the name and address of the nominating shareholder; and (ii) the number of common shares of the Company beneficially owned by the nominating shareholder.  No individual may be elected as a director unless he or she has been nominated by a shareholder in the manner described above or by the Board or the Nominating and Governance Committee.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board (the “Compensation Committee”) is currently comprised of John Blystone (Chair), Kerrii Anderson, Michael Endres and Ozey Horton, Jr. No member of the Compensation Committee is a present or past employee or officer of the Company.ours.  During Fiscal 20192022 and through the date of this Proxy Statement, none of the Company’sour executive officers has served on the board of directors or compensation committee (or other committee performing equivalent functions) of any other entity, one of whose executive officers served on the Company’s Board or Compensation Committee, other than John P. McConnell, who served as a member of the compensation committee of OhioHealth Corporation while David Blom was an executive officer of OhioHealth Corporation.Committee.

Communications with the Board

The Board believes it is important for shareholders and other interested persons to have a process by which to send communications to the Board and its individual members, including the Lead Independent Director.  Accordingly, shareholders and other interested persons who wish to communicate with the Board, the non-management directors as a group, the Independent Directors, as defined by the Corporate Governance Guidelines and applicable NYSE Rules as a group, the Lead Independent Director or any other individual director may do so by addressing such correspondence to the name(s) of the specific director(s), to the “Non-Management Directors” as a whole, to the “Independent Directors” as a whole or to the “Board of Directors” as a whole, and sending it in care of the Company,our Secretary, to the Company’sour executive offices at 200 Old Wilson Bridge Road, Columbus, Ohio 43085.  The mailing envelope must contain a clear notation indicating that the enclosed correspondence is a “Shareholder/Interested Person – Non-Management Director Communication”, “Shareholder/Interested Person – Independent Director Communication”, “Shareholder/Interested Person – Board Communication”, “Shareholder/Interested Person – Lead Independent Director Communication”, or “Shareholder/Interested Person – Director Communication”, as appropriate.  All such correspondence must identify the author as a shareholder or other interested person (identifying such interest) and clearly indicate whether the communication is directed to all members of the Board, to the “Non-Management Directors” as a whole, to the “Independent Directors” as a whole or to a certain specified individual director(s).  Copies of all such correspondence will be circulated to the appropriate director(s).  Correspondence marked “personal and confidential” will be delivered to the intended recipient(s) without opening.  There is no screening process in respect of communications from shareholders or other interested persons. The process for forwarding communications to the appropriate Board member(s) has been approved by the Company’s Independent Directors.

Questions, complaints and concerns may also be submitted to Companyour directors through our Worthington Industries EthicsLine ReportingCode of Conduct & Ethics Line website at www.Worthington.EthicsPoint.com or by calling 877-263-9893 inside the United States and Canada.

Corporate Citizenship and Sustainability Highlights

In addition to our commitment to high ethical standards and sound corporate governance practices, which are summarized in the “Commitment to Shareholders / Governance” section in this Proxy Statement, we are dedicated to responsible corporate citizenship. Although our approach to corporate citizenship is ever evolving, our primary focus remains our people, our community and our environmental footprint. We are constantly seeking to improve on and rely on our Philosophy rooted in the Golden Rule to guide us through all aspects of corporate citizenship and sustainability.

In line with our people-first Philosophy, our employees have always been, and will always be, our most important asset. As such, we are continually focused on creating and maintaining a strong corporate culture.  Our culture provides employees with opportunities for personal and professional development, as well as community engagement, all of which we believe contribute to our overall success. We have repeatedly been recognized as a top place to work and we offer our employees competitive pay and above-market benefits, as compared to others in our industry, all while focusing on safety, wellness, and promoting a diverse and inclusive culture.

Our Philosophy guides and encourages us to practice good citizenship which is reflected in our employees’ efforts in our communities. Through financial contributions to not-for-profit organizations and volunteering, we are working to improve the quality of life in the communities where we live and work. We believe that together, better is possible at work and in our communities.  

We have always made protecting our people and the environment a top priority. We have demonstrated our commitment to environmentally responsible operations by conforming to international standards for environmental management (ISO 14001) and reducing our impact on the environment in multiple areas of our global business. In addition, we have sought continuous improvement in our health and safety programs, which follow ISO 45001 standards, and regularly have an industry-leading safety record.  

For more details on our corporate citizenship and sustainability efforts, please see our annual Corporate Citizenship and Sustainability Report available on our website at https://worthingtonindustries.com/Sustainability-Report.

Proposal 1:  ElectionElection of Directors

There are currently 11 directors – four in the class whose terms expire at the Annual Meeting and who are proposed to be re-elected for terms expiring at the Annual Meeting of Shareholders in 2022;2025; four in the class whose terms expire at the Annual Meeting of Shareholders in 2023; and three in the class whose terms expire at the Annual Meeting of Shareholders in 2020; and four in the class whose terms expire at the Annual Meeting of Shareholders in 2021.  On June 26, 2019, the Board, upon the unanimous recommendation of the Nominating and Governance Committee, increased the authorized number of directors of the Company to 11, and unanimously appointed David P. Blom as a director of the Company in the class whose terms expires at this Annual Meeting of Shareholders.2024.  

The Board proposes that the four director nominees named in the following summary, below, each of whom was unanimously recommended by the Nominating and Governance Committee, be re-elected as directors at the Annual Meeting.  Each individual elected as a director at the Annual Meeting will hold office for a three-year term, expiring at the Annual Meeting of Shareholders in 2022,2025, and until his/her successor is duly elected and qualified, or until his/her earlier death, resignation or removal from office.  The individuals named as proxy holders in the form of proxy solicited by the Board intend to vote the common shares represented by the proxies received under this solicitation for the Board’s nominees, unless otherwise instructed on the form of proxy.  If any nominee becomes unable to serve or for good cause will not serve as a candidate for election as a director, the individuals designated to vote the proxies will have full discretion to vote the common shares represented by the proxies they hold for the election of the remaining nominees and for the election of any substitute nominee designated by the Board.  The Board has no reason to believe that any of the Board’s nominees will be unable to serve or for good cause will not serve as a director of the Company if elected.

Information Concerning Nominees and Continuing Directors

The information set forth below,in the following summary, concerning the age, principal occupation, other affiliations and business experience of each director has been furnished to the Companyus by such director as of August 1, 2019.2022.  Except where otherwise indicated, each director has had the same principal occupation for the last five years.  There are no family relationships among any of theour current directors, director nominees and executive officers of the Company.officers.

Nominees Standing for Re-Election to the Board at the 20192022 Annual Meeting

Directors Whose Terms Continue Until the 20202023 Annual Meeting of Shareholders

Directors Whose Terms Continue Until the 20212024 Annual Meeting of Shareholders

Required Vote and Board’s Recommendation

Under Ohio law and the Company’sour Code of Regulations, the four nominees for election to the Board receiving the greatest number of votes “FOR” their election will be elected as directors of the Company.

Except in the case of broker non-votes, common shares represented by properly completed and timely received forms of proxy will be voted “FOR” the election of the Board’s nominees, unless authority to vote for one or more of the nominees is withheld.  Common shares as to which the authority to vote is withheld will not be counted toward the election of directors or the election of the individual nominees specified on the form of proxy.  Proxies may not be voted for more than four nominees.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE

OUR SHAREHOLDERS OF THE COMPANY VOTE “FOR” THE

ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

Meetings of the Board

The Board held four meetings during Fiscal 2019, all of which were regularly scheduled meetings.2022.  During Fiscal 2019,2022, each incumbent director who was then serving attended at least 75%, other than Mr. Karmanos who attended 50% due to a temporary inability to travel, of the aggregate of (a) the total number of meetings held by the Board, and (b) the total number of meetings held by all committees of the Board on which such director served.

The Board and our management of the Company are committed to effective corporate governance practices. The Corporate Governance Guidelines describe the governance principles and procedures by which the Board functions. The Board annually reviews and updates, as appropriate, the Corporate Governance Guidelines and the charters of the various committees of the Board in response to corporate governance developments, including changes in the applicable NYSE Rules and SEC Rules, and recommendations by directors in connection with Board and Board committee evaluations. In accordance with the Corporate Governance Guidelines and applicable NYSE Rules, our non-management directors, of the Company, who with the exception of David Blom, are all “Independent” Directors, as defined by the Corporate Governance Guidelines and applicable NYSE Rules, meet (without management present) at regularly scheduledin executive sessions at least twice per year andsession at such other times as the non-management directors deem necessary or appropriate.appropriate, but at least once annually.  These executive sessions are typically held in conjunction with regularly scheduled Board meetings and are led by the Lead Independent Director, and appropriate feedback from these sessions is given to the Chief Executive Officer.Officer (“CEO”) and the Executive Chairman.  The non-management and the independent directorsIndependent Directors met in executive session after threeeach of the four regularly scheduled Board meetings held in Fiscal 2019.2022.

Board Member Attendance at Annual Meetings of the Shareholders

The Company doesWe do not have a formal policy with respect to attendance by our directors at the annual meetings of the shareholders. The Board generally schedules its quarterly meetings to fall in March, June, September and December.  FourFive of the ten11 then-incumbent directors attended the Company’s 2018our 2021 annual meeting of shareholders (“2021 Annual Meeting of Shareholders:Meeting”): Mr. Blom, Mr. Blystone, Mr. McConnell,Horton, Mr. NelsonMcConnell and Ms. Schiavo.

Board Leadership Structure

The CompanyBoard is led by John P.Mr. McConnell, who has servedbecame Executive Chairman in September 2020, after serving as Chief Executive Officer sinceCEO from June 1993 asuntil September 2020.  He has been a director of the Company since 1990 and has served as Chairman of the Board of the Company since September 1996.  The Company's Board is currently comprised of Mr. McConnell and ten non-management directors.  JohnMr. Blystone is the Company’sour Lead Independent Director.

The Board has four standing committees: Audit, Compensation, Executive, and Nominating and Governance.  Each of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee is chaired by a separate Independent Director and is comprised solely of Independent Directors.  Detailed information on each Board committee is contained in the section captioned “PROPOSAL“Proposal 1: ELECTION OF DIRECTORSElection of Directors — Committees of the Board” beginning on page 25 ofin this Proxy Statement.

The Company doesWe do not have a fixed policy regarding whether the offices of Chairman of the Board and Chief Executive OfficerCEO should be vested in the same person or two different people. ThePrior to Mr. McConnell retiring as CEO in September 2020, the Board hashad long determined that the most effective leadership structure at the present time is for the Chief Executive Officer to also serve as the Chairman of the Board,was having Mr. McConnell in both roles, coupled with a Lead Independent Director, independent chairs for our Audit Committee, our Compensation Committee, and our Nominating and Governance Committee, and regularly scheduled executive sessions of the non-management and independent directors.

The Board believes having Mr. McConnell in the role of Executive Chairman and Mr. Rose as the CEO, while maintaining a Lead Independent Director, is an effective management structure, and that the currently combined role of Chairman of the Board and Chief Executive Officerstructure promotes the development and execution of our business strategy and facilitates information flow between management and the Board, which are essential to effective governance. The Board believes that its strong governance practices, including its supermajority of Independent Directors, the combination ofchange to separate the Executive Chairman of the Board and Chief Executive OfficerCEO roles, and itsthe clearly-defined Lead Independent Director responsibilities, provide an appropriate balance among strategy development, operational execution and independent oversight of the Company.

The Board periodically reviews our leadership structure and retains the authority to modify the structure, as and when appropriate, to address our then current circumstances.

Lead Independent Director

In January 2007, the Companywe established a Lead Independent Director position and appointed JohnMr. Blystone as the Lead Independent Director.

A copy of the Company'sour Lead Independent Director Charter is available on the “Corporate Governance”“Governance” page of the “Investor Center”“Investors” section of the Company’sour website located at www.worthingtonindustries.com.  In addition to the other duties more fully described in the Company’sour Lead Independent Director Charter, the Lead Independent Director is responsible for:

Committees of the Board

The Board has four standing committees: the Executive Committee, the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee.  The charter for each committee has been reviewed and approved by the Board and is available on the “Corporate Governance”“Governance” page of the “Investor Center”“Investors” section of the Company’sour website located at www.worthingtonindustries.com.

Committees of the Board

*Independent director under applicable NYSE Rules

Executive Committee

The Executive Committee acts in place of, and on behalf of, the Board in the intervals between meetings of the Board.  The Executive Committee has all of the authority of the Board, other than the authority (a) to fill vacancies on the Board or on any committee of the Board, (b) to amend the Company’sour Code of Regulations, (c) that has been delegated by the Board exclusively to other committees of the Board, and (d) that applicable law or the Company’sour governing documents do not permit to be delegated to a committee of the Board.

Audit Committee

The Board has determined that each member of the Audit Committee qualifies as an Independent Director under the applicable NYSE Rules and under SEC Rule 10A-3.  The Board believes each member of the Audit Committee is qualified to discharge his or her duties on our behalf of the Company and satisfies the financial literacy requirement of the applicable NYSE Rules.  The Board has also determined that each of Ms. Anderson, Mr. Davis and Mr. Nelson qualifies as an “audit committee financial expert”, as that term is defined in Item 407(d)(5) of SEC Regulation S-K, by virtue of their respective experience, including thatas described on pages 18, 22 and 21, respectively,in Proposal 1 (Election of Directors) of this Proxy Statement.  No member of the Audit Committee serves on the audit committee of more than two other public companies.

At least annually, the Audit Committee evaluates its performance, reviewing and assessing the adequacy of its charter and recommending any proposed changes to the full Board, as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices.

The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act.  The Audit Committee is organized and conducts its business pursuant to a written charter.  The primary responsibility of the Audit Committee is to assist the Board in the oversight of the financial and accounting functions, controls, reporting processes and audits of the Company.audits.  Specifically, the Audit Committee appoints and evaluates the Company’sour independent registered public accounting firm and approves the audit engagement, including fees and terms, and non-audit engagements, if any, of such firm.  The Audit Committee, on behalf of the Board, reviews, monitors and evaluates: (a) the Company’sour consolidated financial statements and the related disclosures, including the integrity and quality of theour consolidated financial statements; (b) the Company’sour compliance with legal and regulatory requirements, including the financial reporting process; (c) the Company’sour systems of disclosure controls and procedures and internal control over financial reporting and its accounting and financial controls; (d) the performance, qualifications and independence of the Company’sour independent registered public accounting firm, including the performance and rotation of the lead and concurring partners of that firm; (e) the performance of the Company’sour internal audit function; (f) the annual independent audit of the Company’sour consolidated financial statements; and (g) financial, reporting and compliance risk management.management; and (h) our overall enterprise risk management program including such matters related to privacy, information security, cybersecurity, business conduct, health and safety, compliance, environmental and social aspects.  The Audit Committee also prepares the report that the SEC Rules require be included in the Company’sour annual proxy statement.

Additional duties and responsibilities set forth in the Audit Committee’s charter include:

Pursuant to its charter, the Audit Committee has the authority to engage and terminate such legal counsel and other consultants and advisors as it deems appropriate to carry out its functions, including the sole authority to approve the fees and other terms of retention of such legal counsel and other consultants and advisors.

At least annually, the Audit Committee evaluates its performance, reviewing and assessing the adequacy of its charter and recommending any proposed changes to the full Board, as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices.

The Audit Committee met four times during Fiscal 2019.2022.  The Audit Committee’s report relating to Fiscal 2019 begins on page 89 of2022 is located in the “Audit Committee Matters” section in this Proxy Statement.

Compensation Committee

The Board has determined that each member of the Compensation Committee qualifies as an Independent Director under the applicable NYSE Rules.  The Board has also determined that each member of the Compensation Committee satisfies the additional independence standards for members of a compensation committee under the applicable NYSE Rules.  All members of the Compensation Committee also qualify as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.

The Compensation Committee periodically reviews and reassesses the adequacy of its charter and recommends any proposed changes to the full Board, as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices.  The Compensation Committee evaluates its performance at least annually.

The Compensation Committee’s charter sets forth the duties and responsibilities of the Compensation Committee, which include:

The Compensation Committee’s processes and procedures to determine executive compensation, including the use of compensation consultants and the role of executive officers in the executive compensation decision-making process, are described in the sections captioned “EXECUTIVE COMPENSATION“Executive Compensation — Compensation Discussion and Analysis — Role of the Compensation Committee” and “EXECUTIVE COMPENSATION“Executive Compensation — Compensation Discussion and Analysis — Executive Compensation Philosophy and Objectives” beginning on page 33 and page 35 respectively, ofin this Proxy Statement.

Pursuant to its charter, the Compensation Committee has sole authority to retain and terminate any compensation consultant, legal counsel or other advisor, as the Compensation Committee deems appropriate to assist the Committee in the performance of its duties, including the sole authority to approve the fees and other terms and conditions of retention.  Prior to any such retention, the Compensation Committee assesses any factors relevant to such consultant’s, legal counsel’s or advisor’s independence from management, including the factors specified in NYSE’s Corporate Governance Standards or other listing rules, to evaluate whether the services to be performed will raise any conflict of interest or compromise the independence of such consultant, legal counsel or advisor.

The Compensation Committee periodically reviews and reassesses the adequacy of its charter and recommends any proposed changes to the full Board, as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices.  The Compensation Committee evaluates its performance at least annually.

The Compensation Committee met three times during Fiscal 2019.2022.  The Compensation Discussion and Analysis regarding executive compensation for our NEOs begins on page 33 of this Proxy Statement, and the Compensation Committee Report for Fiscal 2019 is on page 51 ofare located in the “Executive Compensation” section in this Proxy Statement.

Nominating and Governance Committee

The Board has determined that each member of the Nominating and Governance Committee qualifies as an Independent Director under the applicable NYSE Rules.  The Nominating and Governance Committee periodically reviews and assesses the adequacy of its charter and recommends any proposed changes to the full Board, as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices.  The Nominating and Governance Committee evaluates its performance at least annually.

Under the terms of its charter, the Nominating and Governance Committee is to:

To the extent not otherwise delegated to the Audit Committee, the Nominating and Governance Committee is also to:

The Nominating and Governance Committee periodically reviews and assesses the adequacy of its charter and recommends any proposed changes to the full Board, as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices.  The Nominating and Governance Committee evaluates its performance at least annually.

The Nominating and Governance Committee met one timetwo times during Fiscal 2019.2022.

Board’s Role in Risk Oversight

Our management is principally responsible for defining, identifying and assessing the various risks facing our Company,we face, formulating enterprise risk management policies and procedures and managing our risk exposures on a day-to-day basis.  A risk committee, comprised of senior executives, directs this process.  Management provides an annual risk assessment to the Board, with quarterly updates. The Board’s responsibility is to oversee our risk management processes by understanding and evaluating management’s identification, assessment and management of the Company’sour critical risks.

The Board as a whole has responsibility for this risk oversight, assisted by the Audit Committee, the Compensation Committee and the CompensationNominating and Governance Committee. Areas of focus include strategic, operational, liquidity, market, financial, reporting, succession, compensation, compliance, privacy, information security, cybersecurity, business conduct, health and safety, environmental, social, governance and other risks.  The Audit Committee is tasked with oversight of financial, reporting and compliance risk management, thealong with our overall risk management program. The Compensation Committee is tasked with oversight of compensation risk management,management. The Nominating and Governance Committee manages risks associated with corporate governance, Board composition, and the performance of the Board, its committees and directors. The Board as a whole oversees all other risk management.