Eric J. Zernikow
About Eric J. Zernikow
Independent director at Insteel Industries (IIIN) appointed on February 28, 2025; term runs through the 2027 annual meeting of shareholders. Former Nucor executive with 22 years across commercial leadership, engineered bar, cold finish national sales, and plant management; currently a strategic business advisor within the steel industry. Committee assignments at IIIN: Executive Compensation Committee and Nominating and Governance Committee; Board determined he is independent and disclosed no related-party transactions or appointment arrangements. Signed the FY2025 Form 10-K as a director on October 23, 2025, confirming service during FY2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nucor Corporation | General Manager of Commercial | 2020–2022 | Led commercial function; deep steel industry commercial and operating experience cited by IIIN as valuable to board oversight. |
| Nucor Corporation | Commercial Director, Engineered Bar Group | 2018–2020 | Engineered bar commercial leadership, relevant to IIIN’s supply chain and pricing dynamics. |
| Nucor Cold Finish Group | National Sales Manager (Darlington, SC) | 2014–2018 | National sales leadership experience in steel products; informs customer/market perspectives. |
| Nucor Cold Finish | Plant Manager (Darlington, SC) | 2009–2014 | Plant operations leadership; manufacturing and productivity expertise. |
| USS Kobe Steel Company | Various roles | Not disclosed | Early career experience in steel manufacturing; operational grounding. |
| Norwest Financial | Various roles | Not disclosed | Early career in finance; complements commercial/operations profile. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Steel industry (independent) | Strategic Business Advisor | Present | IIIN disclosed current advisory work; no related-party transactions with IIIN reported. |
Board Governance
- Independence: Board determined Zernikow is independent under NYSE rules; no family relationships or related-party transactions; no appointment arrangements.
- Committee assignments: Executive Compensation and Nominating & Governance; these committees are fully independent per governance guidelines.
- Attendance/engagement: In fiscal 2024, the Board met 4 times with executive sessions; each director attended >75% of Board and committee meetings; Zernikow was appointed after FY2024, so his attendance will be disclosed in future filings.
- Board composition dynamics: November 2025 8-K disclosed planned reductions in board size with upcoming departures (Rutkowski resignation before 2026 meeting; Rogers not standing for re-election), signaling continued refresh; not due to disagreements.
- Governance practices: Independent Lead Director; robust ownership guidelines; hedging prohibited and pledging requires prior approval; related-party transactions require prior approval and Audit Committee review.
Fixed Compensation
| Component | Amount | Frequency/Timing | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $60,000 | Paid quarterly | Increased from $55,000 in July 2024; Zernikow receives pro rata based on appointment date. |
| RSU annual grant (non-employee directors) | $85,000 | Typically granted at annual meeting; 1-year vest | Increased from $75,000 effective with February 2025 grant; Zernikow participates in the program. |
| Meeting fees | $0 | N/A | IIIN does not pay per-meeting fees. |
| Chair retainers (if applicable) | $15,000 (Comp/NGC Chairs); $20,000 (Lead/Audit Chairs) | Annual | Not currently applicable to Zernikow; reflects July 2024 increases. |
Performance Compensation
| Metric/Design | Target/Structure | Vesting | Notes |
|---|---|---|---|
| Director RSUs | Fixed grant value ($85,000) | 1-year vest from grant date | Non-employee director RSUs are time-based; no performance metrics tied to vesting. |
| Ownership guidelines (directors) | ≥3x annual cash retainer | Compliance window: 3 years | Two-thirds of unvested RSUs count toward guideline; robust stock ownership promotion. |
Other Directorships & Interlocks
| Company | Role | Committees | Status |
|---|---|---|---|
| None disclosed | — | — | IIIN’s 8-K and press release do not list other public company boards for Zernikow. |
Expertise & Qualifications
- Technical/industry: 22 years at Nucor across commercial, engineered bar, cold finish, and plant management; operational and commercial expertise directly relevant to steel inputs and customer dynamics in IIIN’s markets.
- Governance/board contribution: IIIN CEO highlighted “ideal blend of commercial and operational experience” expected to be “invaluable” to the board.
- Current advisory: Strategic business advisor within the steel industry.
Equity Ownership
| Item | Amount | As of/Source | Notes |
|---|---|---|---|
| Common shares owned (direct) | 137 | Form 3 filed March 3, 2025 | Initial beneficial ownership on appointment. |
| % of shares outstanding | ~0.0007% | 19,430,632 shares outstanding as of Dec 11, 2024 | Computed: 137 / 19,430,632; for context only. |
| RSUs (director) | Not disclosed for Zernikow | — | Participation in program with annual RSU value $85,000; grant/vesting per program timing. |
| Pledging/Hedging | Prohibited (hedging); pledging requires prior approval | Insider Trading Policy | Alignment safeguards and trading controls for directors. |
| Ownership guideline | ≥$180,000 of IIIN stock (3× $60,000 retainer) | 3-year compliance window | Newly appointed directors have 3 years to meet guideline. |
Insider Trades
| Form | Date | Security | Amount | Ownership Form | Notes |
|---|---|---|---|---|---|
| Form 3 | 02/28/2025 (filed 03/03/2025) | Common Stock | 137 shares | Direct (D) | Initial statement of beneficial ownership upon appointment. |
| Power of Attorney (Ex-24) | 02/28/2025 | PoA designation | — | — | Authorizes SEC filing signatories while serving as director. |
Governance Assessment
- Strengths: Independent status; appointment to key governance and pay committees; no related-party transactions; robust ownership guidelines and trading restrictions; governance practices include independent lead director and fully independent committees.
- Alignment: Director compensation mix includes equity (annual RSUs) with one-year vesting; stock ownership guidelines (3× retainer) support skin-in-the-game over time.
- Board refresh: 2025–2026 board size actions reflect ongoing refresh and succession planning without disagreements disclosed.
- Monitoring items (not current red flags): Prior Nucor affiliation suggests potential supplier/customer proximity; company states no related-party transactions and independence, but investors should monitor any future transactions for Audit Committee review. Initial ownership is modest (137 shares) given guideline; compliance window is three years.
- RED FLAGS: None disclosed for Zernikow (no legal proceedings, related-party transactions, hedging/pledging violations, or attendance issues reported).
Overall, Zernikow’s deep steel-commercial and operations background is additive for IIIN’s board oversight of pricing/inputs and customer markets, with independence and clean related-party profile supporting investor confidence; ongoing alignment will be reinforced as ownership builds under the director guideline.