H. O. Woltz III
About H. O. Woltz III
H. O. Woltz III is Chairman, President, and CEO of Insteel Industries (IIIN). He has served as CEO since 1991, President since 1989, Chairman since 2009, and director since 1986; he has been employed by Insteel since 1978. He is 69 years old (as of the FY2025 10-K) and also serves as President of subsidiary Insteel Wire Products Company . Performance context: Pay-versus-Performance disclosures show cumulative TSR values (indexed to $100 from 10/3/2020) of $219.98 (2021), $157.60 (2022), $207.28 (2023), and $212.31 (2024); Net Income was $66,610k (2021), $125,011k (2022), $32,415k (2023), and $19,305k (2024); Return on Invested Capital (ROC) was 36.9% (2021), 47.6% (2022), 9.1% (2023), and 6.3% (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| Insteel Industries Inc. | Chief Executive Officer | 1991–present | Long-tenured CEO with deep industry knowledge; Board cites ability to drive strategy and performance . |
| Insteel Industries Inc. | President (and COO at appointment) | 1989–present | Elevated to President/COO in 1989; leads day-to-day operations . |
| Insteel Industries Inc. | Chairman of the Board | 2009–present | Combined CEO/Chair structure; independent Lead Director appointed . |
| Insteel Industries Inc. | Director | 1986–present | Director since Feb. 4, 1986 . |
| Rappahannock Wire Company (former subsidiary) | President | 1981–1989 | Led subsidiary operations prior to 1989 promotion . |
| Florida Wire and Cable, Inc. (former subsidiary) | President | –2002 | Served as President until merger into Insteel Wire Products in 2002 . |
| Insteel Wire Products Company (subsidiary) | President | Current | Concurrent role alongside CEO responsibilities . |
External Roles
No current public-company directorships or external board roles were disclosed in Woltz’s biography in the 2024/2025 proxies and 2025 10-K; disclosures focus on internal leadership roles .
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $681,731 | $700,000 | $705,769 |
| Non-Equity Incentive (ROCICP) | $1,067,500 | $654,500 | $204,673 |
| Stock Awards (grant-date fair value) | $324,990 | $349,992 | $456,265 |
| Option Awards (grant-date fair value) | $325,011 | $350,009 | $456,251 |
| Change in Pension Value | — | — | $177,548 |
| All Other Compensation | $104,602 | $92,011 | $103,510 |
| Total | $2,503,834 | $2,146,512 | $2,104,016 |
Notes:
- 2024 “All Other Compensation” breakdown for Woltz: $78,022 dividend equivalents on RSUs; $6,858 death benefit value; $18,630 401(k) match .
- CEO pay ratio for 2024: 36:1 .
Performance Compensation
Annual Incentive (ROCICP) – 2024 Design and Outcome
| Metric | Weighting | Target | Maximum | Actual | Payout as % of Target |
|---|---|---|---|---|---|
| Return on Capital (ROC) | 100% (entirely ROC-based) | 10.0% WACC; target payout at ROC=WACC | 15.0% (WACC+5%) | 6.3% | 29.0% |
- 2024 Target Bonus Opportunity for CEO: 100% of base salary; Target $705,769; Max $1,411,538; Actual payout $204,673 .
- 2025 ROCICP calibration: WACC set to 8.5% .
Long-Term Incentives (LTI) – 2024 Grants (50% RSUs / 50% Options; time-based)
| Grant Date | RSUs (#) | RSUs Grant-Date FV ($) | Options (#) | Option Exercise Price ($) | Options Grant-Date FV ($) |
|---|---|---|---|---|---|
| 2/13/2024 | 5,036 | $175,001 | 13,369 | 34.75 | $175,000 |
| 8/13/2024 | 8,806 | $281,264 | 21,735 | 31.94 | $281,251 |
Vesting mechanics:
- Options vest one-third annually on the first, second, and third anniversaries; 10-year term; priced at close on grant date .
- RSUs settle in shares at three years; executives receive cash dividend equivalents during vesting .
Vesting/Exercise activity:
- FY2024: 8,680 RSUs vested for Woltz (value realized $295,472); no option exercises .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Common Stock Beneficially Owned | 667,156 shares (includes 190,610 in trusts where he is co-trustee; disclaims beneficial ownership except to pecuniary interest) . |
| RSUs Outstanding (not counted as beneficial ownership total) | 34,502 units . |
| Options Exercisable within 60 days | 141,059 shares . |
| Total (Shares + Options within 60 days) | 808,215 (4.1% of shares outstanding) . |
Stock ownership policy and hedging/pledging:
- CEO must hold stock valued at 3x base salary; counting rules include two-thirds of unvested RSUs and one-third of outstanding options. All NEOs with 5+ years of service are in compliance .
- Hedging prohibited; pledge transactions require prior disclosure to the Board .
- Mandatory clawback: recoups incentive-based pay upon restatement (3-year lookback) .
RSU vesting schedule (as of FY2024 year-end; settles on the third anniversary):
| Vest Date | Shares |
|---|---|
| 2/15/2025 | 3,892 |
| 8/15/2025 | 5,340 |
| 2/14/2026 | 5,781 |
| 8/14/2026 | 5,647 |
| 2/13/2027 | 5,036 |
| 8/13/2027 | 8,806 |
Unexercisable options outstanding (FY2024 year-end):
| Exercise Price ($) | Expiration | Unexercisable (#) |
|---|---|---|
| 38.54 | 2/15/2032 | 3,237 |
| 32.77 | 8/15/2032 | 4,152 |
| 30.27 | 2/14/2033 | 8,826 |
| 30.99 | 8/14/2033 | 8,766 |
| 34.75 | 2/13/2034 | 13,369 |
| 31.94 | 8/13/2034 | 21,735 |
Mark-to-market (FY2024 year-end price $30.88) of unvested RSUs: $1,065,422 .
Employment Terms
- No employment agreements for executive officers (including the CEO) .
- Severance Agreement (CEO-specific): If terminated without cause, lump sum 1.5x base salary; 18 months health/welfare benefits; acceleration of all unvested stock options and RSUs; up to $15,000 outplacement; automatic one-year renewals; 280G cutback; no tax gross-ups .
- Change-in-Control (CIC) Agreement (double-trigger): If terminated within 2 years of a CIC, 2x base salary + 2x average bonus over prior 3 years; 24 months benefits; acceleration of all unvested equity; up to $15,000 outplacement; 280G cutback; no tax gross-ups .
Potential payments upon termination (as of 9/28/2024; includes equity values at $30.88):
| Scenario | Total ($) |
|---|---|
| Voluntary Termination | 4,759,446 |
| Termination Without Cause | 5,935,755 |
| Termination Without Cause or for Good Reason after CIC | 7,607,307 |
| Retirement | 4,759,446 |
| Death | 4,323,052 |
| Disability | 5,010,558 |
Key components at FY2024 year-end:
- SRP present value (vested): $3,688,640 for Woltz; provides up to 50% of five-year average base salary for 15 years at full 30-year service; fully vested given age/service .
- Death benefit: $500,000; funded via split-dollar life policy (proceeds payable to company) .
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| TSR – Value of $100 Investment | 219.98 | 157.60 | 207.28 | 212.31 |
| Net Income ($ thousands) | 66,610 | 125,011 | 32,415 | 19,305 |
| Return on Invested Capital (%) | 36.9 | 47.6 | 9.1 | 6.3 |
- Annual incentive is formulaic and entirely ROC-driven; no subjective adjustments .
- 2024 ROC outcome (6.3%) drove a 29% of target bonus payout for Woltz .
Board Governance
- Roles: CEO and Chairman are combined (Woltz). An independent Lead Director (W. Allen Rogers II) has been designated since 2009 .
- Committees: Audit, Executive Compensation, and Nominating & Governance Committees are fully independent; CEO/Chair is not a member .
- Independence: 7 of 8 directors are independent; Woltz is the sole non-independent director (as CEO-Chair) .
- Board activity and attendance: In FY2024, Board met 4 times (regular executive sessions without management), Audit met 4, Compensation met 2, Nominating & Governance met 3; all directors attended >75% of meetings .
- Refreshment: Board expanded from 7 to 8 directors in Dec 2024 .
- Dual-role implications: While combining CEO/Chair centralizes leadership, independent lead director oversight and fully independent committees are designed to mitigate independence concerns .
Compensation Committee Analysis
- Composition: Independent directors; current members include Jon M. Ruth (Chair), Abney S. Boxley III, Anne H. Lloyd, Joseph A. Rutkowski, and G. Kennedy Thompson .
- Practices: Independent compensation consultant reporting to the committee; no tax gross-ups; mandatory clawback; double-trigger CIC; no repricing of underwater options; robust ownership guidelines .
Investment Implications
- Alignment: Woltz holds 4.1% beneficial ownership (including options within 60 days); RSUs outstanding valued at ~$1.07M at FY2024 year-end, plus significant vested/unvested options—strong skin-in-the-game, compliance with ownership guidelines, hedging prohibited, pledging requires disclosure .
- Incentive design: Annual pay is tightly linked to ROC; with WACC reduced to 8.5% for FY2025, bonus leverage increases if ROC improves. LTI is time-based (50% RSUs/50% options), which reduces performance-condition risk but maintains stock-price linkage; dividend-equivalent cash on RSUs adds a small cash component .
- Retention/exit economics: Separate Severance Agreement (1.5x salary) plus CIC double-trigger (2x salary + 2x 3-year average bonus) and SRP present value of $3.69M indicate low near-term retention risk and meaningful protection in strategic events (280G cutback; no gross-ups) .
- Trading signals: Near-term RSU vesting dates (2/15/2025, 8/15/2025, 2/14/2026, 8/14/2026, 2/13/2027, 8/13/2027) and option vesting tranches could create episodic selling pressure, though no Form 4 activity is cited here; 2024 showed no CEO option exercises and modest RSU vesting (8,680 shares) .
- Governance: Combined CEO/Chair mitigated by independent lead director and fully independent committees; Board independence and attendance metrics support oversight quality .