Worthington Enterprises Inc. Board of Directors appointed Charles (Charlie) Chiappone as its newest member effective immediately, December 16, 2025. Chiappone retired from Armstrong World Industries Inc. in 2022 as senior vice president of the Ceiling and Wall Solutions business. Previously, he served as chief executive officer of Worthington Armstrong Venture (WAVE), which is the suspended ceiling systems joint venture between Worthington Enterprises and Armstrong, and president and chief executive officer of global plastics manufacturer Alloy Polymers.
He is a veteran of the United States Marine Corps. Mr. Chiappone, 63, served as Senior Vice President, Ceiling and Wall Solutions of Armstrong World Industries, Inc. ("Armstrong"), a designer and manufacturer of ceiling and wall system solutions, from 2018 to 2022. Prior to that, Mr. Chiappone served as Armstrong?s Senior Vice President, Ceiling Solutions from 2016 to 2018, and as Chief Executive Officer of the Worthington Armstrong Venture (WAVE), Armstrong?s ceiling suspension systems joint venture with the Registrant from 2012 to 2016.
Prior to that, he served as President and Chief Executive Officer of Alloy Polymers, a global plastics manufacturer, from 2008 to 2012. He also previously held several senior management positions in marketing, research and development, operations and general management with SPX Cooling Technologies, a division of SPX Corporation, a global provider of technical products and systems, industrial products and services, flow technology, and cooling technologies and services. He began his career at General Electric where he worked in a variety of commercial positions, after serving four years in the United States Marine Corps.
This experience, along with his business acumen, leadership style and abilities, and track record of implementing strategic growth and continuous improvement initiatives, make him well qualified to serve on the Board. Mr. Chiappone has not been appointed to any committee of the Board. Mr. Chiappone will participate, on a pro-rated basis, in the Registrant?s director compensation package for non-employee directors described in the Registrant's definitive proxy statement filed with the Securities and Exchange Commission (the ?SEC?) on August 13, 2025.
Mr. Chiappone will also enter into an indemnification agreement with the Registrant, the form of which is disclosed as Exhibit 10.35 to the Registrant?s Annual Report on Form 10-K, filed with the SEC on July 30, 2025. There are no arrangements or understandings between Mr. Chiappone and any person pursuant to which Mr. Chiappone was selected as a director, and no family relationships exist between Mr. Chiappone and any director or executive officer of the Registrant. Mr. Chiappone was a party to a transaction to which the Registrant was a participant and in which Mr. Chiappone has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K, whereby a machine shop owned by Mr. Chiappone provided services to the Registrant, for which the Registrant paid approximately $420,000 for such services in 2025.
The rates charged to the Registrant for such services were no less favorable than those that could be obtained from unrelated third parties.
