Blake K. Doyle
About Blake K. Doyle
Blake K. Doyle, age 44, was appointed an independent director of Insteel Industries (IIIN) on December 6, 2024. She is a Managing Director at Chevy Chase Trust Company (since 2016), where she leads Institutional Sales and Product Development; prior roles include Managing Director at Height Securities (head of Institutional Sales and Capital Markets) and earlier institutional equity sales/research at FBR Capital Markets and Audax Group, bringing capital markets and institutional investor outreach expertise. She currently serves on IIIN’s Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Height Securities, LLC | Managing Director; Head of Institutional Sales and Capital Markets | Not disclosed | Capital markets and distribution leadership |
| FBR Capital Markets | Institutional equity sales and research | Not disclosed | Sell-side coverage experience |
| Audax Group | Institutional equity sales and research (earlier career) | Not disclosed | Private equity/institutional coverage exposure |
External Roles
| Organization | Role | Since | Responsibilities |
|---|---|---|---|
| Chevy Chase Trust Company | Managing Director; Head of Institutional Sales and Head of Product Development | 2016 | Institutional client sales/coverage and firm-wide product development |
Board Governance
- Appointment and independence: Appointed in December 2024 as part of a Board expansion from seven to eight directors; Board determined Ms. Doyle is independent under NYSE standards.
- Committee assignments: Audit Committee member. The Board has determined all Audit Committee members are financially literate; audit committee financial experts are Anne H. Lloyd, W. Allen Rogers II, and G. Kennedy Thompson (not Ms. Doyle).
- Board structure and oversight: Separate Lead Independent Director (Rogers) with regular executive sessions; fully independent Audit, Executive Compensation, and Nominating & Governance Committees.
- Meetings/attendance context: In FY2024, the Board met 4 times; each director (serving during the period) attended over 75% of Board and committee meetings. Ms. Doyle joined after FY2024; her attendance will be reported in the next proxy cycle.
Fixed Compensation (Non‑Employee Director)
| Component | Amount/Policy |
|---|---|
| Annual cash retainer | $60,000 (increased from $55,000; effective Q4 FY2024) |
| Lead Independent Director retainer | +$20,000 (increased from $15,000) |
| Audit Committee Chair retainer | +$20,000 (increased from $15,000) |
| Compensation Chair retainer | +$15,000 (increased from $10,000) |
| Nominating & Governance Chair retainer | +$15,000 (increased from $10,000) |
| Meeting fees | None (no additional meeting fees paid) |
| Payment schedule | Cash retainers paid quarterly |
Note: Ms. Doyle was appointed Dec 6, 2024 and did not serve during FY2024; thus she is not included in the FY2024 director compensation table.
Performance Compensation (Non‑Employee Director Equity)
| Item | Details |
|---|---|
| Annual RSU grant (value) | Increased from $75,000 to $85,000 effective with February 2025 grant |
| Grant timing | Granted on the date of the annual meeting of shareholders (February) |
| Vesting | One-year vesting for director RSUs |
| Form | RSUs settled in shares (director RSUs receive cash dividend equivalents) |
Other Directorships & Interlocks
| Company | Role |
|---|---|
| None disclosed in the proxy (no current public company directorships listed for Ms. Doyle) | None disclosed |
Expertise & Qualifications
- Capital markets and institutional investor outreach: Managing Director roles in institutional sales and capital markets; experience in product development and institutional coverage.
- Financial literacy: Board determined all Audit Committee members are financially literate.
- Governance context: Service on Audit Committee supports financial oversight and risk management experience.
Equity Ownership
| Metric (as of Dec 11, 2024 record date) | Value |
|---|---|
| Shares of Common Stock | 0 |
| RSUs | 0 |
| Options (exercisable within 60 days) | 0 |
| Ownership % | <1% |
| Director stock ownership guideline | ≥3x annual cash retainer; 3-year compliance window for new directors |
| Hedging/pledging policy | Hedging prohibited; pledging requires prior approval (directors subject to policy) |
Governance Assessment
-
Positives
- Independent director added as part of Board refresh; independence confirmed and no related-person transactions disclosed; Board not aware of relationships impacting independence.
- Audit Committee assignment with Board-confirmed financial literacy enhances oversight credibility.
- Robust governance practices: independent committees; strong ownership guidelines; prohibitions on hedging; pledge pre-approval; regular executive sessions.
- Shareholder support backdrop: Say-on-Pay approved with over 94% support in 2024, indicating broad confidence in compensation governance.
-
Watch items
- Early tenure: Appointed December 2024, so attendance and director equity alignment will evolve over the next cycle; as of the record date, no IIIN equity was reported in her name. Monitor 2025 RSU grant and subsequent ownership progression toward 3x retainer guideline.
- Potential interlocks/conflicts: None disclosed; related-party policy requires pre-approval and none were reported since the beginning of the last fiscal year. Continue monitoring any business relationships involving current employer entities.
No red flags identified in the proxy regarding legal proceedings, SEC investigations, related-party transactions, hedging/pledging violations, or compensation committee interlocks.