Anne H. Lloyd
About Anne H. Lloyd
Anne H. Lloyd, 63, is an independent director of Insteel Industries (IIIN) serving since April 16, 2019. She is the former EVP & Chief Financial Officer of Martin Marietta Materials (2005–2017), with prior roles as VP & Controller (1998) and Chief Accounting Officer (1999). She currently serves as a director of Highwoods Properties, Inc. and as non-executive chair of James Hardie Industries p.l.c., bringing deep finance and building products industry expertise. She is designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Martin Marietta Materials, Inc. | Executive Vice President & Chief Financial Officer | 2005–2017 | Public-company CFO; building materials sector expertise |
| Martin Marietta Materials, Inc. | Chief Accounting Officer | 1999 | Senior accounting leadership |
| Martin Marietta Materials, Inc. | Vice President & Controller | 1998 | Financial controls and reporting leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| James Hardie Industries p.l.c. | Non-Executive Chair; Director | Current | Building materials; public company board leader |
| Highwoods Properties, Inc. | Director | Current | Public REIT; finance and governance experience |
Board Governance
- Independence: Independent director under NYSE standards; Board determined no related person transactions or relationships for independence determinations.
- Committee memberships: Audit Committee; Executive Compensation Committee.
- Committee chair roles: Not a current committee chair (Audit Chair: G. Kennedy Thompson; Compensation Chair: Jon M. Ruth; Nominating & Governance Chair: Abney S. Boxley III).
- Financial expertise: Designated by the Board as an “audit committee financial expert.”
- Attendance and engagement: Board met 4x in FY2024; Audit 4x; Compensation 2x; Nominating 3x. Each director attended over 75% of Board and applicable committee meetings and all then-directors attended the 2024 Annual Meeting.
- Lead independent director: W. Allen Rogers II; independent directors hold executive sessions in conjunction with each regular Board meeting.
- Executive sessions: Led by the Lead Director; independent committees are fully composed of independent directors.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| FY2024 Cash Fees | $56,250 | Reflects annual cash retainer levels in effect during FY2024; no meeting fees paid. |
| Policy change – Annual Cash Retainer | Increased from $55,000 to $60,000 (effective Q4 FY2024) | Board-approved July 2024 adjustments to director compensation. |
| Additional Chair/Lead Fees (policy) | Lead Director +$20,000; Audit Chair +$20,000; Comp Chair +$15,000; Nominating Chair +$15,000 | Lloyd is not a chair; amounts shown for policy context. |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (Director annual grant) | 02/13/2024 | 2,158 | $74,991 | 1-year vesting | Dividend equivalents paid in cash. |
- Performance conditions: Director RSUs are time-based (no performance metrics).
Director Compensation (FY2024 reported)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $56,250 |
| Stock Awards (RSUs) | $74,991 |
| All Other Compensation (cash dividends on RSUs) | $6,464 |
| Total | $137,705 |
Other Directorships & Interlocks
- Current public company boards: Highwoods Properties, Inc.; James Hardie Industries p.l.c. (non-executive chair).
- Compensation Committee interlocks/insider participation: None reported; all Compensation Committee members (including Lloyd) are independent and none engaged in related party transactions requiring disclosure.
- Nominating criteria include independence, leadership/financial experience, industry familiarity, ethics, diversity of backgrounds, and time commitments; the committee evaluates existing time commitments when nominating directors.
Expertise & Qualifications
- Financial expert: Board-designated “audit committee financial expert.”
- Senior finance leadership: Former public-company CFO (Martin Marietta Materials) with deep building products sector experience.
- Governance leadership: Non-executive chair at a global building materials company (James Hardie).
Equity Ownership
| Holder | Common Shares | RSUs | Options Exercisable (60 days) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Anne H. Lloyd | 8,790 | 2,158 | — | 8,790 | <1% |
- Director ownership guidelines: Non-employee directors must hold stock equal to 3x the annual cash retainer; newly appointed directors have three years to comply. All non-employee directors with at least three years of service are in compliance.
- Hedging/pledging: Directors and executive officers are prohibited from hedging Insteel stock; any pledge requires prior approval.
Governance Assessment
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Strengths
- Independent director with deep CFO experience and designated audit committee financial expert, bolstering financial oversight on Audit Committee.
- Active on key committees (Audit; Executive Compensation), with fully independent committee structures and regular executive sessions led by an independent Lead Director.
- Solid engagement: Board/committee cadence disclosed; each director attended >75% of meetings and all attended the 2024 Annual Meeting.
- Aligned incentives: Director pay mix includes meaningful equity (annual RSUs), robust stock ownership guidelines, and prohibition on hedging; dividend equivalents on RSUs are paid in cash, enhancing transparency.
- Compensation governance: Compensation Committee independence affirmed; no interlocks; use of independent consultant (Pearl Meyer) for executive and director compensation.
- Shareholder support: Most recent Say-on-Pay approval exceeded 94%, signaling broad investor confidence in pay practices.
-
Potential watch items
- External commitments: Holds two other public board roles, including non-executive chair; the Nominating & Governance Committee considers existing time commitments in nominations, which mitigates overboarding risk.
- Related-party risks: None identified in independence determinations; Board requires prior approval and Audit Committee review of related party transactions.
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Overall view: Lloyd’s financial expertise and committee assignments strengthen audit and compensation oversight, with strong independence, attendance, and stock ownership alignment. The governance framework (independent committees, hedging/pledging restrictions, ownership guidelines, no interlocks) supports investor confidence.