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United States

Insteel Industries Inc (IIIN.OQ)

IIIN.OQ on NASDAQ Stock Exchange Global Select Market

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15 Dec 2017
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Summary

Name Age Since Current Position

H. Woltz

59 2009 Chairman of the Board, President, Chief Executive Officer

Michael Gazmarian

57 2007 Chief Financial Officer, Vice President, Treasurer

Richard Wagner

57 2007 Vice President; General Manager of Insteel Wire Products

James Petelle

66 2007 Vice President - Administration, Secretary

Charles Newsome

79 1982 Independent Director

W. Allen Rogers

70 1998 Independent Director

Jon Ruth

61 2016 Independent Director

Joseph Rutkowski

62 2015 Independent Director

G. Kennedy Thompson

66 2017 Independent Director

Biographies

Name Description

H. Woltz

Mr. H. O. Woltz, III. is Chairman of the Board, President, Chief Executive Officer of the Company. Since 1986, has been employed by us and our subsidiaries in various capacities since 1978. He was named President and Chief Operating Officer in 1989, CEO in 1991 and Chairman of the Board in February 2009. He served as our Vice President from 1988 to 1989 and as President of Rappahannock Wire Company, formerly a subsidiary of our Company, from 1981 to 1989. He also serves as President of Insteel Wire Products Company. Mr. Woltz served as President of Florida Wire and Cable, Inc., also formerly a subsidiary of our Company, until its merger with Insteel Wire Products Company in 2002. Mr. Woltz III currently serves as our Chairman, President and CEO. He has been an officer of the Company for over 30 years and President for over 25 years. Our Board determined that he should continue to serve as a director because he has an intimate knowledge of our products, manufacturing processes, customers and markets, and draws on that knowledge to provide the Board with detailed analysis and insight regarding the Company’s performance as well as extensive knowledge of our industry. Committee Membership: Executive Committee.

Michael Gazmarian

Mr. Michael C. Gazmarian is Chief Financial Officer, Vice President, Treasurer of Insteel Industries, Inc. He had previously served as Chief Financial Officer and Treasurer since 1994, the year he joined us. Before joining us, Mr. Gazmarian had been employed by Guardian Industries Corp., a privately-held manufacturer of glass, automotive and building products, since 1986, serving in various financial capacities.

Richard Wagner

Mr. Richard T. Wagner is a Vice President; General Manager of Insteel Wire Products. He joined us in 1992 and has served as Vice President and General Manager of the Concrete Reinforcing Products Business Unit of our subsidiary, Insteel Wire Products Company, since 1998. In February 2007, Mr. Wagner was appointed Vice President of the parent company, Insteel Industries, Inc. From 1977 until 1992, Mr. Wagner served in various positions with Florida Wire and Cable, Inc., a manufacturer of PC strand and galvanized strand products that was later acquired by us in 2000.

James Petelle

Mr. James F. Petelle is Vice President - Administration, Secretary of Insteel Industries, Inc. He was elected Vice President and Assistant Secretary on November 14, 2006 and Vice President - Administration and Secretary on January 12, 2007. He was previously employed by Andrew Corporation, a publicly-held manufacturer of telecommunications infrastructure equipment, having served as Secretary from 1990 to May 2006, and Vice President - Law from 2000 to October 2006.

Charles Newsome

Mr. Charles B. Newsome is an Independent Director of Insteel Industries, Inc. Since 1982, is Executive Vice President of Johnson Concrete Company and general manager of its affiliate, Carolina Stalite Company. Mr. Newsome has been a senior executive of Johnson Concrete Company for over 30 years, and recently completed a term as chairman of the National Concrete Masonry Association. Concrete product manufacturers are among our key customers, and our Board determined that Mr. Newsome should continue to serve as a director because he provides critical knowledge of that industry to our Board, through his many years of experience in the industry. He also provides the experience and perspective acquired as a senior executive for a substantial company in that industry for many years. Mr. Newsome is our longest serving director. Committee Memberships: Executive Compensation Committee, Audit Committee and Executive Committee.

W. Allen Rogers

Mr. W. Allen Rogers, II., is an Independent Director of Insteel Industries, Inc. Since 1986 (except for a period of time during 1997 and 1998), is a Principal of Ewing Capital Partners, LLC, an investment banking firm founded in 2003 and a partner in Peter Browning Partners, LLC, a provider of advisory services to public-company boards. From 2002 to 2003 he was a Senior Vice President of Intrepid Capital Corporation, an investment banking and asset management firm. From 1998 until 2002, Mr. Rogers was President of Rogers & Company, Inc., a private investment banking boutique. From 1995 through 1997, Mr. Rogers served as a Managing Director of KPMG BayMark Capital LLC, and the investment banking practice of KPMG. Mr. Rogers served as Senior Vice President - Investment Banking of Interstate/Johnson Lane Corporation from 1986 to 1995 and as a member of that firm’s Board of Directors from 1990 to 1995. He is a director of two private companies: Ewing Capital Partners, LLC and Carolina Alliance Bank. Our Board determined that Mr. Rogers should be nominated to serve as a director due to his expertise in public capital markets, investment banking and finance, some of which is attributable to his participation as an investment banker in our initial public offering, as well as his expertise in public-company governance. Committee Memberships: Audit Committee (Chair), Nominating and Governance Committee (Chair) and Executive Committee.

Jon Ruth

Mr. Jon M. Ruth has been appointed as Independent Director of the Company. Was appointed by the Board effective April 1, 2016 to fill the unexpired term of the directorship held by Louis E. Hannen, subject to the election of Mr. Ruth by shareholders at this meeting. Mr. Ruth retired from Cargill Incorporated, a global provider of food, agricultural, industrial and financial products and services in August of 2015, following 35 years of service to Cargill. Mr. Ruth served in various senior executive positions with Cargill, most recently as vice president leading its SAP enterprise resource planning implementation across its businesses in Europe and North America from 2005 to 2015, as a director of North Star BlueScope Steel, a joint venture between Cargill and BlueScope Steel from 2004 to 2015, and as President of North Star Steel from 2003 to 2005. Our Board determined that he should be nominated to serve as director because of his extensive experience as a senior executive of a large multinational concern with specific experience in the steel industry. Committee Memberships: Executive Compensation Committee (Chair) and Audit Committee.

Joseph Rutkowski

Mr. Joseph A. Rutkowki, Independent Director of the Company. Since 2015, has been a Principal at Winyah Advisors LLC, a management consulting firm, since 2010. Previously, Mr. Rutkowski spent 21 years at Nucor Corporation (Nucor), the largest steel producer in the United States. Mr. Rutkowski began his career with Nucor in 1989, most recently serving as Executive Vice President of Business Development, International and North America, for Nucor from November 1998 until his retirement on February 28, 2010. He served as Vice President of Nucor from 1993 to 1998 and previously as General Manager of a number of Nucor steel mills. Our Board determined that he should continue to serve as a director because of his extensive background as a senior executive in the steel industry. Mr. Rutkowski also contributes his experience as a current director of Cliffs Natural Resources Inc., a publicly traded company. Committee Memberships: Executive Compensation Committee and Nominating and Governance Committee.

G. Kennedy Thompson

Mr. G. Kennedy Thompson is Independent Director of the company. He has been a partner at Aquiline Capital Partners LLC, a New York-based private equity firm, since 2009. Prior to joining Aquiline, he was Chairman, President and Chief Executive Officer of Wachovia Corporation from 1999 to 2008. Mr. Thompson previously served in numerous financial industry leadership positions, including Chairman of The Clearing House, The Financial Services Roundtable and The Financial Services Forum, and President of the Federal Advisory Council of the Federal Reserve Board. He also currently serves as a director of LendingTree, Inc. and Pinnacle Financial Partners, Inc., and as a trustee of the Morehead-Cain Foundation.

Basic Compensation

Name Fiscal Year Total

H. Woltz

2,424,710

Michael Gazmarian

1,179,200

Richard Wagner

1,129,230

James Petelle

696,884

Charles Newsome

--

W. Allen Rogers

--

Jon Ruth

--

Joseph Rutkowski

--

G. Kennedy Thompson

--
As Of  30 Sep 2016

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