Jon M. Ruth
About Jon M. Ruth
Independent director of Insteel Industries Inc. (IIIN), age 69, serving since April 1, 2016; nominated for a new three-year term expiring at the 2028 Annual Meeting. Career highlights include 35 years at Cargill, with senior roles spanning steel operations, ERP leadership, and joint ventures; independence affirmed by the Board under NYSE standards. He chairs the Executive Compensation Committee and serves on the Nominating and Governance Committee; the Board reports all directors attended over 75% of Board and committee meetings in fiscal 2024 and attended the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cargill Incorporated | Vice President leading SAP ERP implementation across Europe & North America | 2005–2015 | Led large-scale enterprise systems across multi-business portfolio |
| North Star BlueScope Steel (Cargill–BlueScope JV) | Director | 2004–2015 | JV governance oversight in steel operations |
| North Star Steel (Cargill subsidiary) | President | 2003–2005 | Operations leadership in steel manufacturing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed (current public boards) | — | — | — |
| North Star BlueScope Steel | Director (prior) | 2004–2015 | JV board oversight (private JV) |
Board Governance
- Independence: Board determined Jon M. Ruth is independent under NYSE listing standards; no related person transactions discussed or known for directors in independence determinations.
- Committee assignments: Executive Compensation Committee (Chair); Nominating and Governance Committee (member).
- Committee composition and refresh: Board expanded to eight directors in Dec 2024; fully independent Audit, Executive Compensation, and Nominating & Governance Committees; Lead Independent Director presides over executive sessions held with each regularly scheduled Board meeting.
- Attendance: Board met 4 times; Audit 4, Executive Compensation 2, Nominating & Governance 3; each director attended over 75% of meetings and the 2024 Annual Meeting.
- Compensation Committee practices: Uses independent consultant Pearl Meyer; independence assessed with no conflicts; Committee solely comprises independent directors and administers clawback policy for executives.
Fixed Compensation
- Structure (non-employee directors): Annual cash retainer; no meeting fees; incremental retainers for Lead Director and committee chairs.
- Fiscal 2024 Jon Ruth actuals:
| Component | Amount ($) |
|---|---|
| Cash retainer/fees earned | 67,500 |
| All other compensation (dividend equivalents on RSUs) | 6,464 |
| Total cash-related | 73,964 (calculated from cited amounts) |
- 2024 program terms: Cash retainer increased from $55,000 to $60,000 effective Q4 FY2024; Lead Director and Audit Chair retainers increased from $15,000 to $20,000; Compensation and Nominating/Governance Chairs increased from $10,000 to $15,000.
- No director meeting fees; CEO receives no additional board pay.
Performance Compensation
- RSU grants: Annual restricted stock units granted on the date of the Annual Meeting; one-year vesting for directors; dividend equivalents paid in cash.
| Grant Date | Type | Units | Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2/13/2024 | RSUs | 2,158 | 74,991 | One-year vesting from grant date |
- 2025 planned change: Annual RSU grant value increased from $75,000 to $85,000 effective with February 2025 grant.
Other Directorships & Interlocks
- Current public company boards: None disclosed for Jon M. Ruth.
- Prior governance roles: Director at North Star BlueScope Steel (JV, 2004–2015).
- Interlocks: Compensation Committee Interlocks section reports no insider participation or related-party transactions for committee members during fiscal 2024.
Expertise & Qualifications
- Steel industry operating leadership and JV governance (North Star Steel; North Star BlueScope Steel).
- Large-scale ERP implementation leadership (SAP) across Cargill businesses in Europe & North America.
- Committee leadership experience as Compensation Committee Chair; independence and governance credentials recognized by the Board.
Equity Ownership
- Beneficial ownership and alignment:
| Holder | Common Shares Owned | RSUs Held | Options Exercisable Within 60 Days | Total Reported | % of Shares Outstanding |
|---|---|---|---|---|---|
| Jon M. Ruth | 20,098 | 2,158 | — | 20,098 | Less than 1% |
- Director ownership guidelines: Must hold ≥3x annual cash retainer (excluding chair/Lead Director premia); directors with ≥3 years of service are in compliance.
- Hedging/pledging policy: Hedging prohibited; pledging requires prior approval.
- Section 16(a) compliance: Company reports timely filings in FY2024, except one late Form 4 by the CEO; no exceptions noted for Jon M. Ruth.
Governance Assessment
- Board effectiveness: Ruth’s steel operating and ERP background adds operational rigor and systems oversight; as Compensation Committee Chair, he leads a formulaic pay-for-performance framework grounded in return on capital, with independent consultant support and robust clawback/ownership policies.
- Pay structures and investor signals: Director pay mix is balanced, with meaningful equity (2024 RSU ~$75k) and no meeting fees; increases to retainers and RSU values align with market while preserving independence; director equity vests over one year, reinforcing alignment without excessive risk.
- Shareholder feedback: Say-on-Pay passed with over 94% support at the 2024 Annual Meeting, indicating broad investor confidence in compensation governance.
- Conflicts/related-party exposure: Board independence affirmed; committee interlocks report no related-party transactions for Compensation Committee members; policies require Audit Committee review and prior approval for related parties.
- RED FLAGS: None identified for Jon M. Ruth—no pledging reported, no hedging allowed, no related-party transactions disclosed, strong attendance, and independent status.
Implications: As Compensation Committee Chair, Ruth is a key steward of pay-for-performance discipline and director/shareholder alignment. His industrial and ERP credentials are accretive to oversight of capital efficiency and operational execution; governance policies and shareholder support reduce perceived governance risk.
Director Compensation (FY2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Jon M. Ruth | 67,500 | 74,991 | 6,464 | 148,955 |
Committee Assignments
| Committee | Role |
|---|---|
| Executive Compensation Committee | Chair |
| Nominating and Governance Committee | Member |
Insider Trades
- Delinquent Section 16(a) reports: All timely for FY2024 except one late Form 4 by CEO; no late filings noted for Jon M. Ruth.
Compensation Committee Analysis (context for Ruth as Chair)
- Independent consultant: Pearl Meyer engaged by and reporting directly to the Committee; independence assessed with no conflicts.
- Peer group benchmarking: Committee targets near-median total compensation versus a custom peer group across building products/industrial names.
- Pay mechanics: Annual incentives tied to Return on Capital with formulaic payouts; long-term incentives time-based RSUs and options; mandatory clawback; no option repricing; no tax gross-ups.
Related Party Transactions
- Policy and oversight: Prior approval required; Audit Committee review; no related party transactions disclosed for Compensation Committee members.