Joseph A. Rutkowski
About Joseph A. Rutkowski
Independent director of Insteel Industries (IIIN) since September 18, 2015; age 69 as of the December 11, 2024 record date . Former Nucor Corporation executive with 21 years in steel operations and business development; currently Principal at Winyah Advisors LLC (since 2010) . Board service includes current directorships at Belgian public companies Cenergy Holdings S.A. and Viohalco S.A.; previously served on Cleveland-Cliffs, Inc.’s board . Independent under NYSE standards; no related-person transactions disclosed affecting independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Winyah Advisors LLC | Principal | 2010–present | Management consulting; steel-industry expertise |
| Nucor Corporation | EVP, Business Development (International & North America) | 1998–2010 | Senior leadership in steel operations and growth |
| Nucor Corporation | Vice President | 1993–1998 | Corporate leadership |
| Nucor Corporation | General Manager, multiple steel mills | Years not specified (prior to 1993) | Plant leadership; operational experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Cenergy Holdings S.A. | Director | Current | Belgian public company; cables and energy segments |
| Viohalco S.A. | Director | Current | Belgian public company; metals portfolio |
| Cleveland-Cliffs, Inc. | Director | Former | U.S. public company (prior service) |
Board Governance
- Committees: Executive Compensation Committee member; Nominating and Governance Committee member . In 2024, he served as Nominating and Governance Committee Chair; in 2025 the chair role shifted to Abney S. Boxley III, indicating refresh of committee leadership .
- Independence: Independent under NYSE rules; Board comprises seven independent directors out of eight .
- Attendance and engagement: In fiscal 2024, Board met 4 times; Audit met 4; Executive Compensation met 2; Nominating and Governance met 3. All directors attended the 2024 Annual Meeting; each director attended over 75% of Board and applicable committee meetings .
- Lead Independent Director: Executive sessions of independent directors are held regularly; responsibilities include presiding at meetings in Chairman’s absence, setting agendas, and liaison with the CEO .
Fixed Compensation
- Structure (Fiscal 2023): Annual cash retainer $55,000; Lead Director and Audit Chair $15,000 each; Nominating & Governance Chair and Executive Compensation Chair $10,000 each; no per-meeting fees; RSUs granted annually and vest in one year .
- Cash retainer changes effective Q4 fiscal 2024; RSU grant value changes effective with February 2025 grant (structural increase, amounts not detailed in proxy) .
| Director Compensation (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $65,000 | $58,750 |
| Stock Awards (RSUs grant-date fair value) | $75,009 | $74,991 |
| All Other Compensation (Dividend equivalents) | $3,384 | $6,464 |
| Total | $143,393 | $140,205 |
Performance Compensation
- RSUs: Annual grants vest over one year; no performance conditions disclosed for director RSUs (time-based vesting) .
- 2024 RSU grant: 2,158 RSUs per non-employee director at grant-date fair value $74,991 (February 13, 2024); each then-current non-employee director held 2,158 RSUs as of September 28, 2024 .
- 2023 RSU grant: 2,478 RSUs per non-employee director at grant-date fair value $75,009 (February 14, 2023); each independent director held 2,478 RSUs as of September 30, 2023 .
| Director RSU Grants | FY 2023 | FY 2024 |
|---|---|---|
| RSUs Granted (units) | 2,478 | 2,158 |
| Grant-Date Fair Value (USD) | $75,009 | $74,991 |
| Vesting | One-year vesting | One-year vesting |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no members served as officers of IIIN or its subsidiaries; no related-party transactions requiring disclosure for compensation committee members in fiscal 2024 .
- Broader network: Other IIIN directors hold external public company roles (e.g., Pinnacle Financial Partners, RGC Resources), but no disclosed interlocks implying conflicts with IIIN’s customers/suppliers for Rutkowski .
Expertise & Qualifications
- Steel-industry operating and business-development expertise from senior roles at Nucor; international and North America growth focus .
- Governance and compensation oversight experience through service on Executive Compensation and Nominating & Governance Committees .
Equity Ownership
- Director ownership guidelines: Non-employee directors must hold shares equal to three times the annual cash retainer; two-thirds of unvested RSUs count; three-year compliance window; all non-employee directors with ≥3 years of service are in compliance .
- Hedging/pledging: Directors and executive officers are prohibited from hedging; any pledging requires prior approval .
| Beneficial Ownership (as of Dec 11, 2024) | Common Shares | RSUs (not counted as beneficial for SEC) | Options Exercisable within 60 days | % of Shares Outstanding |
|---|---|---|---|---|
| Joseph A. Rutkowski | 19,693 | 2,158 | — | <1% |
Governance Assessment
- Committee influence: Strong governance footprint via Nominating & Governance and Executive Compensation committees; prior chair role in N&G suggests deep involvement in board composition and governance practices .
- Alignment: Mix of cash and annual RSUs for directors supports ownership alignment; compliance with ownership guidelines and dividend equivalents on RSUs are standard and investor-friendly .
- Independence and attendance: Independent under NYSE standards with consistent attendance; regular executive sessions enhance oversight of combined Chairman/CEO structure .
- Conflicts and red flags: No related-party transactions or compensation committee interlocks disclosed; no hedging permitted and pledging restricted; Section 16 compliance generally timely (one late filing noted for CEO, none for Rutkowski) .
- Signals: Shift of N&G chair from Rutkowski (2024) to Boxley (2025) reflects ongoing board refresh and rotation of leadership roles, which can be positive for governance dynamism .