G. Kennedy Thompson
About G. Kennedy Thompson
G. Kennedy (“Ken”) Thompson, age 74, is an independent director of Insteel Industries (IIIN) since September 6, 2017. He currently chairs the Audit Committee and serves on the Executive Compensation Committee; the board has determined he is independent under NYSE rules and qualifies as an “audit committee financial expert.” His background includes service as Chairman, President and CEO of Wachovia and as a partner at Aquiline Capital Partners, with leadership roles in prominent financial industry bodies .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Aquiline Capital Partners LLC | Partner | 2009–2019 | Private equity investor in financial services; retired in 2019 |
| Wachovia Corporation | Chairman, President & CEO | 1999–2008 | Led a major regional bank; extensive public company leadership |
| The Clearing House | Chairman | Not disclosed | Industry leadership role |
| Financial Services Roundtable | Chairman | Not disclosed | Industry leadership role |
| Financial Services Forum | Chairman | Not disclosed | Industry leadership role |
| International Monetary Conference | President (former) | Not disclosed | Global banking forum leadership |
| Federal Advisory Council of the Federal Reserve Board | President (former) | Not disclosed | Policy advisory leadership role |
External Roles
| Company | Role | Committee Roles | Notes/Interlocks |
|---|---|---|---|
| LendingTree, Inc. | Director | Not disclosed | Current public company directorship |
| Pinnacle Financial Partners, Inc. | Director | Not disclosed | Interlock: IIIN director Abney S. Boxley III also serves on Pinnacle’s board |
Board Governance
- Status: Independent director; “audit committee financial expert” under SEC rules .
- Current IIIN committee assignments (effective through the 2025 annual meeting): Audit Committee (Chair); Executive Compensation Committee (member) .
- Board/committee activity and attendance (FY2024): Board met 4x; Audit 4x; Executive Compensation 2x; Nominating & Governance 3x. Each director attended >75% of meetings; all directors attended the 2024 annual meeting .
- Lead independent oversight: Independent Lead Director (W. Allen Rogers II) presides over executive sessions held with each regularly scheduled board meeting .
Fixed Compensation (Director)
| Fiscal Year | Cash Retainer | Chair/Lead Premiums | Total Fees Earned | Notes |
|---|---|---|---|---|
| 2024 | Base retainer increased to $60,000 effective Q4 FY2024; prior $55,000 | Audit Chair increased to $20,000 (from $15,000) effective Q4 FY2024 | $72,500 (actual FY2024 for Thompson) | Increase approved July 2024; cash effective Q4 FY2024; equity changes effective Feb 2025 |
| 2023 | $55,000 | $15,000 (Audit Chair) | $70,000 (Thompson) | No meeting fees; paid quarterly |
| 2022 | $55,000 | $15,000 (Audit Chair) | $70,000 (Thompson) | No meeting fees |
- Director equity and other compensation (dividend equivalents) are reported separately below.
Performance Compensation (Director Equity)
IIIN uses time-based RSUs (no performance conditions) for non-employee directors; one-year vesting; dividend equivalents paid in cash. No options or performance shares are granted to directors .
| Grant Date | RSUs Granted | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|
| 2/13/2024 | 2,158 | $74,991 | 1 year | Standard annual director grant |
| 2/14/2023 | 2,478 | $75,009 | 1 year | Standard annual director grant |
| 2/15/2022 | 1,557 | $60,007 | 1 year | Standard annual director grant |
Director Compensation (Actual)
| Fiscal Year | Fees Earned (Cash) | Stock Awards (RSUs) | All Other (Dividend Equivalents) | Total |
|---|---|---|---|---|
| 2024 | $72,500 | $74,991 | $6,464 | $153,955 |
| 2023 | $70,000 | $75,009 | $3,384 | $148,393 |
| 2022 | $70,000 | $60,007 | $4,279 | $134,286 |
- Policy update: Annual director RSU value increased from $75,000 to $85,000 effective with the February 2025 grant; cash retainers increased as shown above .
Other Directorships & Interlocks
- Current public boards: LendingTree, Inc.; Pinnacle Financial Partners, Inc. .
- Board interlock: Abney S. Boxley III (IIIN director) also serves on Pinnacle Financial Partners’ board, creating a shared external board affiliation; no related-party transactions are disclosed tied to this interlock .
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert”; extensive bank CEO experience (Wachovia) and private equity investing (Aquiline) .
- Industry leadership: Former chair of The Clearing House, Financial Services Roundtable, and Financial Services Forum; former president of the International Monetary Conference and the Federal Advisory Council of the Federal Reserve Board .
- Board skills: Capital markets, financial oversight, risk management; independent director since 2017 .
Equity Ownership
| As-of Date | Common Shares Beneficially Owned | RSUs Held | Options Exercisable Within 60 Days | % of Shares Outstanding |
|---|---|---|---|---|
| 12/11/2024 | 29,256 | 2,158 | — | <1% (indicated “*”) |
| 12/13/2023 | 26,778 | 2,478 | — | <1% (indicated “*”) |
| 12/14/2022 | 25,221 | 1,557 | — | <1% (indicated “*”) |
- Director stock ownership guidelines: Minimum of 3× annual cash retainer; directors have 3 years to comply; all non-employee directors with ≥3 years of service are in compliance .
- Hedging/pledging: Directors are prohibited from hedging company stock; any pledge requires prior approval under insider trading policy .
Board Governance Policies and Signals
- Independence and conflicts: Board determined Thompson is independent; no related person transactions disclosed since the prior fiscal year .
- Audit oversight: As Audit Chair, oversees auditor appointment and independence; Grant Thornton LLP has been auditor since 2002 .
- Shareholder support: Say-on-Pay approval >94% at 2024 annual meeting (annual cadence maintained), indicating strong investor alignment on compensation .
Governance Assessment
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Strengths:
- Deep financial expertise and designated audit committee financial expert; chairing Audit Committee enhances oversight of reporting, controls, and auditor independence .
- Clear independence and robust governance controls (clawback, anti-hedging, ownership guidelines; independent committees) .
- Consistent engagement: >75% attendance; leadership within key committee; recent board refresh expanded to 8 directors to bolster skills .
- Shareholder alignment: Director equity in RSUs; strong Say‑on‑Pay outcomes (94%+ in 2024; 98% in 2023) .
-
Watch items / potential red flags:
- External interlock: Shared service on Pinnacle Financial Partners’ board with IIIN director Abney S. Boxley III; not a related-party transaction but note as an information-flow interlock to monitor .
- Multiple public company commitments: Two outside boards alongside IIIN could create time-allocation risk; attendance metrics are currently satisfactory (>75%) .
-
Compensation structure (director):
- Balanced mix: Cash retainer plus time‑based RSUs (no performance conditions), with RSU value increased in 2025; Audit Chair premium recognizes added oversight responsibility .
Related Party & Risk Indicators
- Related party transactions: None disclosed since the last fiscal year; Audit Committee reviews and must pre-approve any such transactions >$120,000 .
- Clawback: Mandatory clawback policy applies to incentive-based compensation (executives); robust insider trading policy applies to directors, including prohibitions on hedging and derivatives .
Compensation Committee Analysis (contextual)
- Composition includes Thompson (member); committee disclosed no interlocks or insider participation in FY2024; independent consultant (Pearl Meyer) engaged .
- Say-on-Pay: Strong support; committee maintains pay-for-performance framework (relevant to overall governance quality) .
Summary Implications for Investors
- Thompson’s audit leadership, financial expertise, and policy framework support board effectiveness and investor confidence. Monitoring is warranted on external board interlocks and overall time commitments, though current attendance and roles indicate active engagement .