Abney S. Boxley III
About Abney S. Boxley III
Independent director (age 66) serving on Insteel’s Board since April 1, 2018; currently Chair of the Nominating and Governance Committee and member of the Executive Compensation Committee. Background includes CEO tenure at Boxley Materials Company (1988–2018), senior executive roles at Summit Materials (2016–2021), and current consulting to Summit; also President of Boxley Family, LLC and Chairman of Boxley Ready Mix, LLC. The Board has determined he is independent under NYSE standards; all directors attended the 2024 Annual Meeting and each director attended over 75% of Board and committee meetings in fiscal 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boxley Materials Company | President & CEO | 1988–2018 | Led construction aggregates business; experience directly relevant to Insteel’s end-markets . |
| Summit Materials Inc. | Regional VP; Executive VP | 2016–2021 | Senior operating leadership; currently consultant to Summit . |
| Boxley Family, LLC (private) | President | Current | Private company leadership, governance and investment oversight . |
| Boxley Ready Mix, LLC (private) | Chairman | Current | Industry operating and governance experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinnacle Financial Partners, Inc. | Director | Current | Financial services oversight; shared external board with fellow IIIN director G. Kennedy Thompson (interlock) . |
| RGC Resources, Inc. | Director | Current | Utility/energy services oversight . |
| Various non-profits | Board roles | Current | Community and non-profit governance (as disclosed) . |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Executive Compensation. Audit Committee fully independent; all standing committees comprised solely of independent directors .
- Independence: Board determined Boxley is independent; 7 of 8 directors independent; no related person transactions or relationships noted for independent directors .
- Attendance and engagement: Board met 4 times in fiscal 2024; Audit met 4, Exec Compensation met 2, Nominating & Governance met 3. All directors attended the 2024 Annual Meeting; each director attended >75% of applicable meetings .
- Board leadership: Independent Lead Director presides executive sessions at each regular Board meeting, enhancing independent oversight .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (policy) | $60,000 | Increased from $55,000 effective Q4 FY2024 for all non-employee directors . |
| Committee chair retainer (policy) | $15,000 | Increased from $10,000 for Chairs of Executive Compensation and Nominating & Governance Committees; Boxley chairs N&G . |
| Lead Director/Audit Chair retainer (policy) | $20,000 | Increased from $15,000 (not applicable to Boxley) . |
| Meeting fees | $0 | No additional meeting fees paid . |
| FY2024 cash fees (Boxley) | $65,000 | Actual fees earned in FY2024 . |
Performance Compensation
| Equity Grant | Grant Date | Units | Fair Value | Vesting | Dividends/Equivalents |
|---|---|---|---|---|---|
| Annual RSU (Boxley) | 2/13/2024 | 2,158 | $74,991 | 1-year vesting per director program; each non-employee director held 2,158 RSUs as of 9/28/2024 . | Dividend equivalents paid in cash; Boxley received $6,464 in FY2024 . |
| Policy change (effective Feb 2025) | N/A | N/A | $85,000 (target RSU grant value) | Applies prospectively to directors . | N/A |
- Performance metrics tied to director compensation: None disclosed; director equity is time-based RSUs (no performance vesting) .
Other Directorships & Interlocks
| External Company | Overlap/Interlock | Potential Conflict Note |
|---|---|---|
| Pinnacle Financial Partners, Inc. | Shared with G. Kennedy Thompson (current IIIN director) | Interlock signifies network ties; no related party transactions disclosed at IIIN in FY2024 . |
| RGC Resources, Inc. | None noted | No IIIN-related transactions disclosed . |
Expertise & Qualifications
- Former CEO in construction aggregates; deep industry knowledge relevant to steel reinforcement end-markets .
- Senior operating experience at Summit Materials; current consultant adds ongoing industry perspective .
- Public company governance experience (Pinnacle Financial Partners; RGC Resources) .
- Independence affirmed; no related party relationships noted in independence assessment .
Equity Ownership
| Holder | Common Shares | RSUs | Options | Total Beneficial | % Outstanding |
|---|---|---|---|---|---|
| Abney S. Boxley III | 16,572 | 2,158 | — | 16,572 (RSUs shown separately per SEC rules) | <1% (*) . |
- Director stock ownership guidelines: Minimum 3× annual cash retainer; two-thirds of unvested RSUs count toward compliance. All non-employee directors with ≥3 years of service are in compliance (Boxley qualifies) .
- Hedging/pledging: Directors prohibited from hedging; pledging requires prior approval .
- Section 16 filings: No delinquent reports disclosed for Boxley; only one late Form 4 noted for CEO in FY2024 .
Governance Assessment
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Positive signals:
- Independent director with relevant industry and public company governance experience; chairs Nominating & Governance, indicating trust in oversight role .
- Strong governance framework: independent committees; executive sessions led by Lead Director; robust ownership and anti-hedging policies .
- Transparent director pay structure, modest cash retainer, and equity alignment via annual RSUs; no meeting fees .
-
Potential risks/considerations:
- Multiple external board commitments (Pinnacle Financial Partners; RGC Resources) and private company roles—Board’s nomination process evaluates time commitments; no issues flagged, but monitoring engagement remains prudent .
- External interlock with G. Kennedy Thompson at Pinnacle could concentrate external information flows; however, IIIN disclosed no related party transactions and affirmed independence .
-
Compensation committee integrity:
- Boxley serves on Exec Compensation Committee; committee uses independent consultant (Pearl Meyer); disclosure states no interlocks or Item 404 related-party transactions among committee members in FY2024 .
-
Shareholder alignment:
- Director ownership guidelines and time-based RSUs promote alignment; company prohibits hedging and repricing and maintains clawback policies for executives, supporting broader governance confidence .