Insteel Industries Executive Compensation (FY25)
IIIN · Executive and director compensation, fiscal 2025 only
The paid brief on Insteel Industries
Positioning against its disclosed peers, the governance read, incentive design, and the CD&A alignment analysis; the full peer table; a committee-ready PDF.
$1,500 for the Executive Compensation Report. Both reports for $2,400.
Data as of September 21, 2026Latest filing (8-K): February 11, 2026
12 filings cited on this page
Method: intel.velarion.ai/methodology
A report that fails to generate is refunded in full
Published by Velarion Company Intelligence
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262 figures on this page: 250 cited to the filing that reported them, 12 calculated from figures it prints. See the citations
More on Insteel Industries
Five data products on this company. Each one is requested through the developer setup page.
- Peer Disclosure Audit$5The comparison companies this board named, each one tied to the filing that lists it.How to get Peer Disclosure Audit
- Governance Provisions PullfreeThe governance provisions as the proxy states them: board leadership, committee membership, and shareholder rights.How to get Governance Provisions Pull
- Say-on-Pay Risk Signal$9A risk band for the next say-on-pay vote, with the support history and the peer comparison behind it.How to get Say-on-Pay Risk Signal
- NEO Comp Report$24Every named executive officer’s pay by element and year, with the citation behind each figure.How to get NEO Comp Report
- Board Comp Report$24What each non-employee director was paid, the standing fee schedule, and the equity each one holds at year end.How to get Board Comp Report
Frequently asked questions
Answers drawn from the data on this page.
Who is Insteel Industries' chief executive and what were they paid?
Total compensation for H.o. Woltz III, President and CEO, came to $3,447,259 in fiscal 2025.
What was Insteel Industries' say-on-pay result?
The say-on-pay proposal drew 97.0% of votes cast for or against in favor at the meeting held February 10, 2026 for fiscal 2025.
Which companies are in Insteel Industries' peer group?
The disclosed peer group names Ampco-Pittsburgh Corporation, Apogee Enterprises, Inc., Ascent Industries Co., Eagle Materials, Inc. and Gibraltar Industries, Inc., among others.
What is Insteel Industries' chief executive pay ratio?
The company reported a chief executive pay ratio of 46:1 for fiscal 2025, against median employee compensation of $75,515.
Executive compensation
Every element reported for each named executive officer, by fiscal year.
Fiscal 2025
| Officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension and deferred earnings | All other compensation | Total |
|---|---|---|---|---|---|---|---|---|
H.o. Woltz III President and CEO | ◇ | — | ◇ | ◇ | ◇ | ◇ | ◇ | ◇ |
Richard T. Wagner Senior Vice President and COO | ◇ | — | ◇ | ◇ | ◇ | ◇ | ◇ | ◇ |
Scot R. Jafroodi Vice President, CFO and Treasurer | ◇ | — | ◇ | ◇ | ◇ | ◇ | ◇ | ◇ |
James R. York Senior Vice President Sourcing and Logistics | ◇ | — | ◇ | ◇ | ◇ | ◇ | ◇ | ◇ |
Elizabeth C. Southern Vice President Administration, Secretary and CLO | ◇ | — | ◇ | ◇ | ◇ | ◇ | ◇ | ◇ |
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero. A negative change in pension value is shown but, as the company reports it, not included in the total.
Equity awards granted
Individual awards as disclosed: type, date, unit counts at each level, and grant date value.
Fiscal 2025
| Officer | Award | Grant date | Threshold units | Target units | Units granted | Maximum units | Exercise price | Grant date fair value |
|---|---|---|---|---|---|---|---|---|
| Elizabeth C. Southern | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| Elizabeth C. Southern | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| Elizabeth C. Southern | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| Elizabeth C. Southern | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| H. O. Woltz III | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| H. O. Woltz III | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| H. O. Woltz III | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| H. O. Woltz III | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| James R. York | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| James R. York | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| James R. York | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| James R. York | OTHER | ◇ | — | — | ◇ | — | — | ◇ |
| Richard T. Wagner | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| Richard T. Wagner | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| Richard T. Wagner | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| Richard T. Wagner | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| Scot R. Jafroodi | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| Scot R. Jafroodi | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| Scot R. Jafroodi | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| Scot R. Jafroodi | RSU | ◇ | — | — | ◇ | — | — | ◇ |
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero. Threshold, target and maximum apply only to performance awards and are never shown for time-based or option awards.
Outstanding awards
Awards still held at fiscal year end.
As disclosed at fiscal 2025 year end
| Officer | Award | Unvested units | Market value of unvested units | Exercise price | Expires |
|---|---|---|---|---|---|
| James R. York | Option | ◇ | — | ◇ | — |
| Option | ◇ | — | ◇ | — | |
| Option | ◇ | — | ◇ | — | |
| Option | ◇ | — | ◇ | — | |
| Option | ◇ | — | ◇ | — | |
| Option | ◇ | — | ◇ | — | |
| RSU | ◇ | ◇ | — | — | |
| Elizabeth C. Southern | Option | ◇ | — | ◇ | — |
| Option | ◇ | — | ◇ | — | |
| Option | ◇ | — | ◇ | — | |
| Option | ◇ | — | ◇ | — | |
| Option | ◇ | — | ◇ | — | |
| RSU | ◇ | ◇ | — | — | |
| Richard T. Wagner | Option | ◇ | — | ◇ | — |
| Option | ◇ | — | ◇ | — | |
| Option | ◇ | — | ◇ | — | |
| Option | ◇ | — | ◇ | — | |
| Option | ◇ | — | ◇ | — | |
| RSU | ◇ | ◇ | — | — | |
| Option | ◇ | — | ◇ | — | |
| Scot R. Jafroodi | Option | ◇ | — | ◇ | — |
| Option | ◇ | — | ◇ | — | |
| Option | ◇ | — | ◇ | — | |
| Option | ◇ | — | ◇ | — | |
| Option | ◇ | — | ◇ | — | |
| RSU | ◇ | ◇ | — | — | |
| Option | ◇ | — | ◇ | — | |
| H.o. Woltz III | Option | ◇ | — | ◇ | — |
| Option | ◇ | — | ◇ | — | |
| Option | ◇ | — | ◇ | — | |
| Option | ◇ | — | ◇ | — | |
| Option | ◇ | — | ◇ | — | |
| RSU | ◇ | = | — | — | |
| RSU | ◇ | ◇ | — | — | |
| Option | ◇ | — | ◇ | — |
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero.
Severance and change in control
The terms as written in the agreements.
Elizabeth C. Southern
Vice President Administration, Secretary and CLO · Terms as described in the company’s compensation discussion · citing a 2026 filing
| Severance cash amount | ◇ |
| Equity acceleration on change in control | ◇ |
| Benefits continuation on change in control | ◇ |
| Benefits continuation | ◇ |
James R. York
Senior Vice President Sourcing and Logistics · Terms as described in the company’s compensation discussion · citing a 2026 filing
| Change-in-control base | ◇ |
| Equity acceleration on change in control | ◇ |
| Benefits continuation on change in control | ◇ |
Richard T. Wagner
Senior Vice President and COO · Terms as described in the company’s compensation discussion · citing a 2026 filing
| Equity acceleration on change in control | ◇ |
| Benefits continuation on change in control | ◇ |
Scot R. Jafroodi
Vice President, CFO and Treasurer · Terms as described in the company’s compensation discussion · citing a 2026 filing
| Severance cash amount | ◇ |
| Equity acceleration on change in control | ◇ |
| Benefits continuation on change in control | ◇ |
| Benefits continuation | ◇ |
Director compensation
What each non-employee director was paid.
Fiscal 2025
| Director | Fees earned in cash | Stock awards | Option awards | Non-equity incentive | Pension and deferred earnings | All other compensation | Total |
|---|---|---|---|---|---|---|---|
G. Kennedy Thompson | ◇ | ◇ | — | — | — | ◇ | ◇ |
W. Allen Rogers II Lead independent director | ◇ | ◇ | — | — | — | ◇ | ◇ |
Jon M. Ruth | ◇ | ◇ | — | — | — | ◇ | ◇ |
Abney S. Boxley III | ◇ | ◇ | — | — | — | ◇ | ◇ |
Blake K. Doyle | ◇ | ◇ | — | — | — | ◇ | ◇ |
Joseph A. Rutkowski | ◇ | ◇ | — | — | — | ◇ | ◇ |
Anne H. Lloyd | ◇ | ◇ | — | — | — | ◇ | ◇ |
Eric J. Zernikow | ◇ | — | — | — | — | — | ◇ |
H.O. Woltz III served on the board in fiscal 2025 and received no compensation for board service. Executive directors are typically paid through their executive roles, shown above.
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero.
Director fee schedule
The standing retainers and premiums the board pays, as published.
| Board cash retainer | ◇ |
| Board equity retainer | ◇ |
| Total board retainer | ◇ |
| Lead independent director premium | ◇ |
| Audit committee chair | ◇ |
| Compensation committee chair | ◇ |
| Nominating and governance chair | ◇ |
Equity is delivered as restricted stock units.
Disclosed peer group
The companies this board named as its compensation comparison group. The list is disclosure; the comparison is analysis.
Fiscal 2025
- Ampco-Pittsburgh Corporation AP
- Apogee Enterprises, Inc. APOG
- Ascent Industries Co. ACNT
- Eagle Materials, Inc. EXP
- Gibraltar Industries, Inc. ROCK
- L.B. Foster Company FSTR
- Metallus, Inc. MTUS
- Northwest Pipe Co. NWPX
- PGT Innovations, Inc. PGTI
- Quanex Building Products Corp. NX
- Simpson Manufacturing Co. SSD
- Titan Machinery, Inc. TITN
- United States Lime & Minerals, Inc. USLM
Say-on-pay history
Shareholder support for the compensation program, by year.
| Year | Meeting | Support | Votes for | Votes against | Abstentions |
|---|---|---|---|---|---|
| 2025 | February 10, 2026 | = | ◇ | ◇ | ◇ |
| 2024 | February 11, 2025 | = | ◇ | ◇ | ◇ |
| 2023 | February 13, 2024 | = | ◇ | ◇ | ◇ |
| 2022 | February 14, 2023 | = | ◇ | ◇ | ◇ |
| 2021 | February 15, 2022 | = | ◇ | ◇ | ◇ |
| 2020 | February 16, 2021 | = | ◇ | ◇ | ◇ |
| 2019 | February 11, 2020 | = | ◇ | ◇ | ◇ |
| 2018 | February 12, 2019 | = | ◇ | ◇ | ◇ |
| 2017 | February 13, 2018 | = | ◇ | ◇ | ◇ |
| 2016 | February 7, 2017 | = | ◇ | ◇ | ◇ |
| 2015 | February 11, 2016 | = | ◇ | ◇ | ◇ |
Chief executive pay ratio
As calculated and reported by the company.
Ratio
◇
Median employee compensation
◇
Chief executive total compensation
◇
What this page does not include
Everything above is a fact Insteel Industries disclosed, and it is free. Everything below is our analysis of those facts, and it is not.
Peer benchmarking
Where Insteel Industries sits against its disclosed peers — percentile position by role and by pay element, and the ranking behind it. The disclosed peer group is free; comparisons across it are part of the Velarion platform.
Executive Compensation Report — $1,500Written compensation analysis
A read of the pay program as designed and as paid: incentive structure, goal rigor, the alignment between the committee's stated philosophy and what the numbers show.
Executive Compensation Report — $1,500Board and governance analysis
Committee composition, independence, director pay positioning, and the governance provisions read together rather than listed.
Board Governance Report — $1,200Realizable pay
What the awards above are actually worth today against what they were valued at on grant, and what the gap says about the pay-for-performance link.
Velarion IntelligenceAdviser switching and vote outcomes
Two datasets covering compensation-adviser changes and what followed a contested vote. Both are part of the Velarion platform.
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Velarion IntelligenceCitations
Every figure on this page is cited to the document that reported it. Select any figure to see its citation.
262 figures on this page: 250 cited to the filing that reported them, 12 calculated from figures it prints.
250 cited to the filing
12 calculated from the filing
Documents cited
- 0001437749-26-003746Item 5.07 Submission of Matters to a Vote of Security Holders
- 0001308179-26-000001CEO Pay Ratio · Compensation Discussion and Analysis · Director Compensation · Fiscal 2025 Grants of Plan-Based Awards · and 2 more sections
- 0001437749-25-003841Item 5.07 Submission of Matters to a Vote of Security Holders
- 0001437749-24-003999Item 5.07 Submission of Matters to a Vote of Security Holders
- 0001437749-23-003641
- 0001437749-22-003614
- 0001437749-21-003196
- 0001437749-20-002403
- 0001437749-19-002542Item 5.07 Submission of Matters to a Vote of Security Holders
- 0001437749-18-002463Item 5.07 Submission of Matters to a Vote of Security Holders
- 0001437749-17-001909
- 0001437749-16-025286Item 5.07 Submission of Matters to a Vote of Security Holders
Cite this data
This page is free to cite. Attribution we ask for:
Velarion, “Insteel Industries executive compensation, FY2025.” https://intel.velarion.ai/comp/IIIN (accessed 2026).
Short form: data: Velarion
The paid brief for Insteel Industries
Positioning against its disclosed peers, the governance read, incentive design, and the CD&A alignment analysis; the full peer table; a committee-ready PDF.
$1,500 for the Executive Compensation Report. Both reports for $2,400.
12 filings cited on this page
Method: intel.velarion.ai/methodology
A report that fails to generate is refunded in full
Published by Velarion Company Intelligence
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Peers Insteel Industries discloses
The companies named in IIIN's own disclosed peer group.
Terms on this page
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Cite this data
APA
Velarion Company Intelligence. (2026). Velarion database: executive and board compensation data (Version 2026Q3) [Data set]. Zenodo. https://doi.org/10.5281/zenodo.22283854
BibTeX
@misc{velarionData2026,
author = {{Velarion Company Intelligence}},
title = {Velarion database: executive and board compensation data},
year = {2026},
version = {2026Q3},
doi = {10.5281/zenodo.22283854},
publisher = {Zenodo},
url = {https://doi.org/10.5281/zenodo.22283854}
}