Elizabeth C. Southern
About Elizabeth C. Southern
Elizabeth C. Southern, 43, has served as Vice President Administration, Secretary and Chief Legal Officer since 2023, joining Insteel on June 5, 2023 after senior legal and HR leadership roles at Hanesbrands and prior legal practice at Womble Bond Dickinson. She holds a BA from the University of North Carolina at Chapel Hill and a JD from the University of Texas . Company performance context during her tenure: FY2024 revenues decreased 18.5% to $529.2 million with net earnings of $19.3 million, reflecting weak pricing and market conditions; return on capital was 6.3%, which drove NEO annual incentive payouts to 29% of target; shareholders approved Say‑on‑Pay with over 94% support in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hanesbrands Inc. | Deputy General Counsel & Assistant Secretary; Vice President, Human Resources | 2012–2023 | — |
| Womble Bond Dickinson (US) LLP | Associate Attorney | Prior to 2012 | — |
External Roles
- None disclosed for public company boards or committee positions .
Fixed Compensation
| Component | FY 2024 | FY 2025 Target/Current | Notes |
|---|---|---|---|
| Base Salary ($) | $276,731 | $290,000 | FY2025 annual base per Committee adjustment |
| Target Annual Bonus (% of Base) | 60% | 60% | ROCICP target for NEOs |
| Actual Annual Bonus Paid ($) | $48,151 | — | Paid at 29% of target based on 6.3% ROCICP |
| All Other Compensation (Dividend Equivalents, Death Benefit, 401(k) Match) ($) | $6,473; $540; $11,451 | — | Components of “All Other Compensation” |
Performance Compensation
Annual Incentive (ROCICP) – FY2024
| Metric | Target | Threshold | Maximum | Actual | Payout (% of Target) | Payout ($) |
|---|---|---|---|---|---|---|
| Return on Capital | WACC 10.0% | 5.0% (WACC −5%) | 15.0% (WACC +5%) | 6.3% | 29.0% | $48,151 |
Program is purely formulaic; no discretionary adjustments; aligns pay with capital efficiency and risk management .
Equity Awards Granted – FY2024
| Grant Date | RSUs (#) | Options (#) | Option Strike ($) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 2/13/2024 | 1,079 | 2,865 | $34.75 | $37,495 (RSUs); $37,503 (Options) |
| 8/13/2024 | 1,174 | 2,898 | $31.94 | $37,498 (RSUs); $37,500 (Options) |
- Vesting: RSUs cliff vest at 3 years; options vest 1/3 annually over 3 years; options have 10‑year term; awards generally forfeit on voluntary departure before vesting except death, disability, retirement; double‑trigger acceleration on CIC .
- FY2024 realized: no RSU vesting and no option exercises for Southern .
Equity Ownership & Alignment
| Holder | Common Shares | RSUs | Options Exercisable Within 60 Days | Total Counted (SEC “Total”) | Ownership % |
|---|---|---|---|---|---|
| Elizabeth C. Southern | 0 | 4,673 | 1,878 | 1,878 | <1% |
- Executive stock ownership guidelines: CEO 3x salary; other NEOs 1.5x salary; two‑thirds of unvested RSUs and one‑third of options count toward compliance; five years to meet guideline; NEOs with ≥5 years service are in compliance .
- Hedging/derivatives prohibited; pledging requires prior Board disclosure; trading limited to open windows and pre‑clearance as applicable .
- Equity plan governance: no repricing without shareholder approval; minimum one‑year vesting; conservative share counting; automatic exercise of in‑the‑money expiring options .
Employment Terms
Potential Payments – Termination/Change in Control (as of 9/28/2024; IIIN share price $30.88)
| Scenario | Salary Continuation ($) | Severance ($) | Options ($) | RSUs ($) | Benefits ($) | Outplacement ($) | SRP ($) | Death Benefit ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|
| CIC: Termination Without Cause or For Good Reason | 290,000 (paid bi‑weekly over 1 year) | 49,294 | — | 144,302 | 18,849 | 15,000 | 23,826 | — | 541,371 |
| Death | — | — | — | 144,302 | — | — | 1,110,728 | 500,000 | 1,755,030 |
| Disability | 2,064,743 | — | — | 144,302 | — | — | — | — | 2,209,045 |
- Agreements: Double‑trigger CIC agreements for all executive officers; initial 2‑year term with annual auto‑renewals; no employment contracts; no excise/golden parachute tax gross‑ups .
- Clawback: Mandatory recovery of incentive‑based compensation for current/former executives for the prior 3 fiscal years upon an accounting restatement .
- SRP (Supplemental Retirement Plan): Maximum benefit equals 50% of highest five‑year average base salary for 15 years commencing at retirement or age 65; full vest at 30 years of service; reduced benefit with ≥10 years service; Southern present value of accrued SRP: $23,826 as of 9/28/2024 .
Performance Context (Company)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Revenues ($) | 590,601,000 * | 826,832,000 * | 649,188,000 * | 529,198,000 * | 647,706,000 * |
| EBITDA ($) | 103,681,000* | 175,748,000* | 48,017,000* | 35,454,000* | 72,826,000* |
Values retrieved from S&P Global.*
| Metric | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 | Q4 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($) | 121,725,000 * | 127,394,000 * | 145,775,000 * | 134,304,000 * | 129,720,000 * | 160,656,000 * | 179,886,000 * | 177,444,000 * |
| EBITDA ($) | 3,612,000* | 11,706,000* | 11,346,000* | 8,790,000* | 6,071,000* | 18,332,000* | 24,859,000* | 23,564,000* |
Values retrieved from S&P Global.*
Investment Implications
- Pay‑for‑performance alignment: Annual incentive is entirely ROIC‑based with strict formula; FY2024 payout at 29% reflects disciplined linkage to capital returns amid cyclical headwinds . Equity grants are time‑based (options/RSUs), emphasizing retention and long‑term stock price exposure without performance vesting; governance guards against repricing and short‑term risk taking .
- Retention risk mitigated: SRP accruals and three‑year vesting on equity create strong stickiness; double‑trigger CIC further reduces distraction risk in M&A scenarios; absence of employment agreements preserves flexibility without compromising retention .
- Insider selling pressure: Zero FY2024 exercises/vests for Southern and modest near‑term exercisable options (1,878) suggest limited immediate selling pressure; dividend equivalents on RSUs provide cash flow without share sales .
- Ownership alignment: While Southern’s directly owned shares are zero, RSUs and options, combined with strict ownership guidelines and anti‑hedging/pledging policies, enforce alignment over a five‑year compliance window .
- Shareholder sentiment: >94% Say‑on‑Pay support underlines investor confidence in compensation design; Committee targets median peer pay using an independent consultant and maintains conservative plan mechanics (no gross‑ups, minimum vesting, clawbacks) .