EX-10.74



 Exhibit 10.74 
 SUMMARY OF ANNUAL CASH INCENTIVE BONUS AWARDS, 
 LONG-TERM PERFORMANCE
AWARDS, STOCK OPTIONS AND RESTRICTED COMMON 
 SHARES GRANTED IN FISCAL 2018 FOR NAMED EXECUTIVE OFFICERS 

OF WORTHINGTON INDUSTRIES, INC. 
 Annual Cash Incentive Bonus Awards Granted In Fiscal 2018 

The following table sets forth the annual cash incentive bonus awards granted to the following executive officers of
Worthington Industries, Inc. (the ‘Registrant”) who either are named executive officers of the Registrant for purposes of the disclosure included in the Registrant’s Proxy Statement for the 2016 Annual Meeting of Shareholders held on
September 29, 2016 and/or will be named executive officers of the Registrant for purposes of the disclosure to be included in the Registrant’s Proxy Statement for the 2017 Annual Meeting of Shareholders to be held on September 27,
2017, which grants were made under the Worthington Industries, Inc. Annual Incentive Plan for Executives for the twelve-month performance period ending May 31, 2018: 
 Annual Cash Incentive Bonus Awards Granted for Fiscal 2018 
  

													
	 Name
	  	Annual Cash Incentive Bonus Awards for Twelve-Month
Performance 
Period Ending May 31, 2018 (1)	 
	  	  	Threshold ($)	 	  	Target ($)	 	  	Maximum ($)	 
	 John P. McConnell
	  	 	456,187	 	  	 	912,374	 	  	 	1,824,748	 
	 B. Andrew Rose
	  	 	297,104	 	  	 	594,207	 	  	 	1,188,414	 
	 Mark A. Russell
	  	 	360,500	 	  	 	721,000	 	  	 	1,442,000	 
	 Geoffrey G. Gilmore
	  	 	252,000	 	  	 	504,000	 	  	 	1,008,000	 
	 Virgil L. Winland
	  	 	231,750	 	  	 	463,500	 	  	 	927,000	 
	 John G. Lamprinakos
	  	 	187,500	 	  	 	375,000	 	  	 	750,000	 

  

	(1)	 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. 









 Long-Term Performance Awards, Option Awards and Restricted Common Share Awards Granted in Fiscal 2018

 The following table sets forth the long-term performance awards (consisting of long-term cash performance
awards and long-term performance share awards) for the three-fiscal-year period ending May 31, 2020 and the option awards and restricted common share awards granted to the NEOs in the fiscal year ending May 31, 2018 (“Fiscal
2018”). 
 Long-Term Performance Awards, Option Awards and Restricted Common Share Awards Granted in Fiscal 2018

  

																																					
	 Name
	 	Long-Term Cash 
Performance Awards for Three-
Fiscal-Year Period Ending May 31, 2020 (1)	 	 	Long-Term Performance 
Share Awards for Three-Fiscal-
Year Period Ending May 31, 2020 (1)	 	 	Option
Awards:
Number
of
Common
Shares
Underlying
Options
(2)	 	 	Exercise or
Base Price of
Option
Awards
($/Share) (2)	 	 	Restricted
Common
Share
Awards	 
	 	Threshold
($)	 	 	Target
($)	 	 	Maximum
($)	 	 	Threshold
(# of
Common Shares)	 	 	Target
(# of
Common Shares)	 	 	Maximum
(# of
Common Shares)	 	 	 	 
	 John P. McConnell
	 	 	500,000	 	 	 	1,000,000	 	 	 	2,000,000	 	 	 	6,000	 	 	 	12,000	 	 	 	24,000	 	 	 	22,000	 	 	$	47.76	 	 	 	20,000	(3) 
	 B. Andrew Rose
	 	 	300,000	 	 	 	600,000	 	 	 	1,200,000	 	 	 	3,250	 	 	 	6,500	 	 	 	13,000	 	 	 	11,500	 	 	$	47.76	 	 	 	10,000	(3) 
	 Mark A. Russell
	 	 	300,000	 	 	 	600,000	 	 	 	1,200,000	 	 	 	3,250	 	 	 	6,500	 	 	 	13,000	 	 	 	11,500	 	 	$	47.76	 	 	 	10,000	(3) 
	 Geoffrey G. Gilmore
	 	 	165,000	 	 	 	330,000	 	 	 	660,000	 	 	 	2,200	 	 	 	4,400	 	 	 	8,800	 	 	 	6,400	 	 	$	47.76	 	 	 
 
	6,500
 25,000
	(3) 
 (4) 

	 Virgil L. Winland
	 	 	115,000	 	 	 	230,000	 	 	 	460,000	 	 	 	1,100	 	 	 	2,200	 	 	 	4,400	 	 	 	3,000	 	 	$	47.76	 	 	 	3,300	(3) 
	 John G. Lamprinakos
	 	 	137,500	 	 	 	275,000	 	 	 	550,000	 	 	 	1,850	 	 	 	3,700	 	 	 	7,400	 	 	 	4,800	 	 	$	47.76	 	 	 	5,100	(3) 

  

	(1)	 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. 



	(2)	 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. 



	(3)	 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. 



	(4)	 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.