Name

John P. McConnell

B. Andrew Rose

Mark A. Russell

Geoffrey G. Gilmore

Virgil L. Winland

John G. Lamprinakos

Payouts which can be earned under these annual cash incentive bonus awards are generally tied to achieving specified levels (threshold, target and maximum) of corporate economic value added (“EVA”) and earnings per share (“EPS”) for the twelve-month performance period with each performance measure carrying a 50% weighting. For Mr. Gilmore, a Pressure Cylinders business unit executive, the corporate EPS measure carries a 20% weighting, the applicable Pressure Cylinders operating income (“EOI”) carries a 30% weighting, and the Pressure Cylinders EVA carries a 50% weighting. For Mr. Lamprinakos, a Steel Processing business unit executive, the corporate EPS measure carries a 20% weighting, the applicable Steel Processing EOI carries a 30% weighting and the Steel Processing EVA carries a 50% weighting. For all calculations, restructuring charges and non-recurring items are excluded and EPS and the Steel Processing business unit and Pressure Cylinders business unit EOI results are to be adjusted to eliminate the impact of FIFO gains and losses. If the performance level falls between threshold and target or between target and maximum, the award is linearly prorated. If threshold levels are not reached for any performance measure, no annual cash incentive bonus will be paid. Annual cash incentive bonus award payouts earned will be made within a reasonable time following the end of the performance period. In the event of a change in control of the Company (followed by actual or constructive termination of an NEO’s employment during the performance period), the annual cash incentive bonus award would be considered to be earned at “target” and payable as of the date of termination of employment.

Name

John P. McConnell

B. Andrew Rose

Mark A. Russell

Geoffrey G. Gilmore

25,000

(4) 

Virgil L. Winland

John G. Lamprinakos

These columns show the potential payouts under the long-term cash performance awards and the long-term performance share awards granted to the NEOs under the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (as amended, the “1997 LTIP”) for the three-fiscal-year performance period from June 1, 2017 to May 31, 2020. Payouts of long-term cash performance awards and long-term performance share awards for corporate executives are tied to achieving specified levels (threshold, target and maximum) of cumulative corporate EVA for the three-fiscal-year performance period and EPS growth over that performance period, with each performance measure carrying a 50% weighting. For Mr. Gilmore, a Pressure Cylinders business unit executive, the cumulative corporate EVA and EPS growth measures together carry a 50% weighting, and the Pressure Cylinders business unit EOI targets are weighted 50%. For Mr. Lamprinakos, a Steel Processing business unit executive, the cumulative corporate EVA and EPS growth measures together carry a 50% weighting, and the Steel Processing business unit, and Pressure Cylinders business unit, EOI targets are weighted 50%. In all calculations, restructuring charges and non-recurring items are excluded, and EPS and Steel Processing business unit EOI results are to be adjusted to eliminate the impact of FIFO gains or losses. No awards are paid or distributed if none of the three-fiscal-year threshold financial measures are met. If the performance levels fall between threshold and target or between target and maximum, the award is linearly prorated.

Effective June 29, 2017, under the Worthington Industries, Inc. 2010 Stock Option Plan, the NEOs were granted non-qualified stock options with respect to the number of common shares shown, with an exercise price equal to $47.76, the fair market value of the underlying common shares on the date of grant. The options become exercisable over three years in increments of one-third per year on each anniversary of their grant date.

These annual time-vested restricted common share awards were granted effective June 29, 2017 under the 1997 LTIP and will generally cliff vest on the third anniversary of the grant date.

This time-vested restricted common share award was granted effective June 29, 2017 under the 1997 LTIP and will cliff vest on the fourth anniversary of the grant date.