James R. York
About James R. York
James R. York, 66, is Senior Vice President, Sourcing and Logistics at Insteel Industries (IIIN). He joined Insteel in 2018 as VP Sourcing & Logistics and was promoted to SVP in 2020; he holds a B.S. from the University of Missouri and previously led rod and wire product businesses, supply chain, and specialty products at industrial manufacturers . Company performance context during FY2024: revenues fell 18.5% to $529.2 million (vs. $649.2 million FY2023) and net earnings declined to $19.3 million ($0.99 per share), while return on capital was 6.3% (ROCICP basis); IIIN ended FY2024 debt-free with $111.5 million cash and executed a $1.00 special dividend in December 2024 . Over 2021–2024, IIIN’s TSR moved from $100 to $212.31, reflecting cyclicality (peer index $231.87) and variable ROCICP outcomes (e.g., 2022 ROC 47.6%; 2024 ROC 6.3%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leggett & Platt | Group President – Rod & Wire Products; Unit President – Wire Products; Unit President – Specialty Products | 2002–2018 | Led industrial wire businesses and supply chain/logistics across diversified engineered products; operational leadership in cyclical commodity markets . |
| Bekaert Corporation (U.S. subsidiary of N.V. Bekaert) | Various leadership positions | 1983–2002 | Deep upstream wire/steel processing expertise; sourcing and manufacturing leadership . |
Fixed Compensation
Multi-year total compensation (Summary Compensation Table):
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 255,385 | 270,000 | 271,731 |
| Stock Awards (RSUs grant-date FV) | 74,988 | 75,003 | 74,993 |
| Option Awards (grant-date FV) | 74,996 | 75,001 | 75,003 |
| Non-Equity Incentive (ROCICP) | 306,462 | 151,470 | 47,281 |
| Change in Pension Value (SRP) | 15,904 | 31,181 | 60,585 |
| All Other Compensation | 27,097 | 27,106 | 32,358 |
| Total | 754,832 | 629,761 | 561,951 |
Base salary and target bonus:
- Base salary increased in July 2024 to $285,000; target ROCICP bonus 60% of base (max 200% of target; payout strictly formulaic) .
- FY2024 WACC target 10.0%; actual ROC 6.3% → payout 29.0% of target (York payout $47,281) .
Breakdown of FY2024 “All Other Compensation”:
| Component | Amount ($) |
|---|---|
| Dividend equivalents on RSUs | 16,160 |
| Death benefit (IRS value) | 6,858 |
| 401(k) matching | 9,340 |
Performance Compensation
Annual Incentive (ROCICP)
| Metric | Weighting | Target | Threshold/Max | Actual | Payout (% of target) | Payout ($) |
|---|---|---|---|---|---|---|
| Return on Capital (ROCICP) | 100% | WACC 10.0% | 5.0% / 15.0% ROC | 6.3% | 29.0% | 47,281 |
Notes:
- FY2025 WACC reset to 8.5% reflecting capital structure/cost of capital .
- No discretionary adjustments; clawback applies to incentive comp for restatements (last 3 fiscal years) .
Long-Term Equity Awards (FY2024 Grants)
| Grant Date | Award Type | Units (#) | Strike ($/sh) | Grant-Date FV ($) | Vesting |
|---|---|---|---|---|---|
| 2/13/2024 | RSUs | 1,079 | — | 37,495 | Cliff vest on 3rd anniversary . |
| 2/13/2024 | Options | 2,865 | 34.75 | 37,503 | 1/3 annually over 3 years; 10-year term . |
| 8/13/2024 | RSUs | 1,174 | — | 37,498 | Cliff vest on 3rd anniversary . |
| 8/13/2024 | Options | 2,898 | 31.94 | 37,500 | 1/3 annually over 3 years; 10-year term . |
Stock vested/exercised in FY2024:
| Metric | Quantity | Value ($) |
|---|---|---|
| Options exercised | 0 | — |
| RSUs vested | 1,591 | 54,158 |
Upcoming RSU vesting schedule (units):
| Vest Date | 2/15/2025 | 8/15/2025 | 2/14/2026 | 8/14/2026 | 2/13/2027 | 8/13/2027 |
|---|---|---|---|---|---|---|
| RSUs | 973 | 1,144 | 1,239 | 1,210 | 1,079 | 1,174 |
Equity Ownership & Alignment
Ownership as of Dec 11, 2024:
| Category | Shares/Units |
|---|---|
| Common stock (direct/indirect) | 5,686 |
| RSUs (unvested) | 6,819 |
| Options exercisable within 60 days | 25,549 |
| Total beneficial + near-term | 31,235 |
| Ownership as % of shares outstanding | <1% |
| Shares outstanding (12/11/2024) | 19,430,632 |
- Unvested RSUs market value at FY2024 year-end: $210,571 (based on $30.88/share) .
- Ownership guidelines: NEOs must hold 1.5× base salary; counting two-thirds of unvested RSUs and one-third of outstanding options; all NEOs with ≥5 years of service are in compliance (York has 6 years of credited service under SRP and joined in 2018) .
- Hedging prohibited; pledging requires prior approval and disclosure to Board; no pledges disclosed for York .
Employment Terms
Change-in-control (CIC) and severance economics:
- CIC agreements: double-trigger; York receives 1× base salary + 1× average bonus (prior 3 years), 12 months benefits (COBRA), accelerated vesting of RSUs/options, and up to $15,000 outplacement; no tax gross-ups; payments may be reduced to avoid 280G excise tax .
- Clawback policy covers incentive compensation; insider trading policy prohibits hedging and options/derivatives trading; trading only in open windows and with preclearance where required .
- No individual employment agreement; executives serve at-will under compensation program governance .
Termination scenario values (as of 9/28/2024; $30.88/share):
| Scenario | Salary Continuation | Severance Payment | RSUs Vest Value | Options Vest Value | Benefits | Outplacement | SRP Present Value | Death Benefit | Total |
|---|---|---|---|---|---|---|---|---|---|
| Termination after CIC (Good Reason/Without Cause) | 285,000 | 168,404 | 210,571 | 1,154 | 24,378 | 15,000 | 237,671 | — | 942,178 |
| Death | — | — | 210,571 | 1,154 | — | — | 1,041,922 | 500,000 | 1,753,647 |
| Disability | 318,918 | — | 210,571 | 1,154 | — | — | — | — | 530,643 |
Supplemental Retirement Plan (SRP):
- Present value of accumulated benefit: $237,671; credited service: 6 years; max benefit requires 30 years of service; reduced benefits available after age 55 with ≥10 years; includes defined death/disability benefits .
Performance Compensation
Annual incentive plan structure and targets:
| Element | Detail |
|---|---|
| Plan | Return on Capital Incentive Compensation Plan (ROCICP) – company-wide metric . |
| Target & Levers | Payout at target when ROC = WACC; FY2024 WACC set at 10.0%; threshold 5.0%; max 15.0% . |
| Outcomes | FY2024 ROC 6.3% → 29.0% of target; York target was 60% of salary; actual payout $47,281 . |
| Vesting/Clawback | Annual cash; subject to clawback on restatement (last 3 years) . |
Long-term equity vesting:
- RSUs: cliff at 3 years; receive cash dividend equivalents; no voting rights; accelerated on death, disability, retirement (≥55 and ≥10 years), or CIC termination; forfeiture on other separations .
- Stock options: 10-year term; 1/3 vest annually over 3 years; strike = closing price on grant date; accelerated on death, disability, retirement, or CIC termination; no repricing without shareholder approval .
Investment Implications
- Pay-for-performance alignment: York’s annual bonus is 100% tied to return on capital, a metric tightly correlated with shareholder value; FY2024 payout compressed to 29% amid weak pricing and 6.3% ROC, reinforcing discipline and downside sensitivity .
- Retention and selling pressure: Upcoming RSU cliffs total 5,819 units over 2025–2027, which could create periodic liquidity events; no options exercised in FY2024 and modest RSU vesting value ($54k) suggest limited near-term selling pressure, but monitor vest dates and trading windows .
- Alignment and risk controls: Robust ownership guidelines (York in compliance), mandatory clawback, prohibition on hedging, and double-trigger CIC terms with no tax gross-ups collectively reduce governance risk and windfalls; pledging permitted only with prior approval and Board disclosure .
- Contractual economics: CIC cash and accelerated equity benefits (~$0.94M on a modeled event) and SRP value ($0.24M PV) provide retention but are moderate vs. CEO terms, limiting pay inflation risk; no employment agreement and formulaic incentive design lower discretionary risk .
- Company cyclicality: Equity-heavy LTI mix (options + RSUs) and ROCICP focus fit the cyclic steel wire environment; however, time-based LTI vesting without performance conditions may smooth payouts through cycles—investors should weigh this against ROC-driven annual variability .