W. Allen Rogers II
About W. Allen Rogers II
W. Allen Rogers II is Insteel’s independent Lead Director, age 78, and has served on the Board since February 4, 1986, bringing extensive investment banking and public capital markets expertise; he qualifies as an SEC “audit committee financial expert.” He currently serves on the Audit Committee and the Nominating and Governance Committee and has been Lead Director since 2009, with defined responsibilities over executive sessions, agendas, and liaison duties with the CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peter Browning Partners, LLC | Partner | Since 2014 | Advises public company boards on governance (supports Lead Director responsibilities) |
| Ewing Capital Partners | Principal (co‑founder) | 2003–2022 | Investment banking experience, capital markets acumen |
| Intrepid Capital Corporation | Senior Vice President | 2002–2003 | Investment banking and asset management exposure |
| Rogers & Company, Inc. | President | 1998–2002 | Private investment banking boutique leadership |
| KPMG BayMark Capital LLC | Managing Director | 1995–1997 | Investment banking practice leadership |
| Interstate/Johnson Lane Corporation | SVP – Investment Banking; Director | 1986–1995 (SVP); 1990–1995 (Director) | Board service and sell‑side investment banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | Not disclosed | — | No current public company directorships are listed for Rogers in the 2025 proxy . |
Board Governance
- Independence: Board determined Rogers is independent under NYSE standards; 7 of 8 directors are independent .
- Lead Independent Director: Lead since 2009; chairs executive sessions, presides in Chair’s absence, sets agendas with Chair, calls independent director meetings, liaises between independent directors and CEO .
- Committees: Member—Audit Committee; Member—Nominating and Governance Committee; Audit Committee Chair is G. Kennedy Thompson; Nominating Chair is Abney S. Boxley III; Executive Compensation Chair is Jon M. Ruth .
- Financial Expert: Rogers qualifies as an “audit committee financial expert” under SEC rules .
- Attendance: In FY2024 the Board met 4 times; Audit 4; Compensation 2; Nominating 3; all directors attended the 2024 Annual Meeting; each director attended >75% of meetings of the Board and applicable committees .
- Executive sessions: Independent directors hold executive sessions with each regularly scheduled Board meeting, led by the Lead Director .
- Related party transactions: Policy requires prior Audit Committee approval; none since the beginning of last fiscal year .
Fixed Compensation
| Component | FY2024 Actual | Structure/Notes |
|---|---|---|
| Cash retainer (base) | $55,000 | Paid quarterly to non‑employee directors . |
| Lead Director retainer | $15,000 | Additional annual cash for Lead Director . |
| Total fees earned (Rogers) | $72,500 | Reflects FY2024 cash paid, including role‑based retainers . |
| RSU grant (annual) | $74,991 fair value; 2,158 RSUs on 2/13/2024 | One‑year vesting; granted on annual meeting date . |
| Dividend equivalents (cash) | $6,464 (Rogers) | Paid in cash on RSUs . |
- FY2025 program changes: Base cash retainer increased to $60,000; Lead Director retainer increased to $20,000; Audit Chair retainer to $20,000; Nominating/Comp Chair to $15,000; director RSU grant value increased to $85,000 (effective with February 2025 grant) .
Performance Compensation
| Grant Date | Instrument | Units/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| 2/13/2024 | RSUs | 2,158 units; $74,991 fair value | 1‑year cliff vest (director grants) | None (time‑based vesting only) |
| Feb 2025 (planned) | RSUs | $85,000 grant value (units TBD) | 1‑year cliff vest (policy) | None (time‑based vesting only) |
- Equity plan governance: No repricing without shareholder approval; minimum one‑year vesting; conservative share counting; clawback/forfeiture permitted; no hedging by directors; pledge requires prior approval .
Other Directorships & Interlocks
| Item | Status | Notes |
|---|---|---|
| Executive Compensation Committee interlocks | None in FY2024 | No member served as officer/employee; no interlocks or related party transactions required to be disclosed . |
| External public boards (Rogers) | Not disclosed | No current public company boards listed for Rogers . |
Expertise & Qualifications
- Audit committee financial expert designation; financially literate .
- Deep public capital markets and investment banking background; prior IPO participation for the Company; governance advisory experience via Peter Browning Partners .
- Lead Director role provides structured oversight and independent challenge of combined CEO/Chair leadership .
Equity Ownership
| Holder | Common Shares | RSUs | Options (exercisable in 60 days) | Total Beneficial | % of Shares Outstanding |
|---|---|---|---|---|---|
| W. Allen Rogers II | 91,306 | 2,158 (not included in “Total” per SEC rules) | — | 91,306 | <1% |
- Director stock ownership guidelines: Required to hold ≥3× annual cash retainer (excluding role‑based premiums); newly appointed directors have 3 years; two‑thirds of unvested RSUs count; all non‑employee directors with ≥3 years of service are in compliance .
- Hedging/pledging: Directors prohibited from hedging; any pledge requires prior approval ; insider trading policy forbids short sales and derivatives; trades only in open windows .
Governance Assessment
- Strengths: Independent Lead Director with defined authorities; fully independent committees; Rogers is an SEC “audit committee financial expert”; strong insider trading and anti‑hedging controls; formal related‑party transaction review; high attendance and regular executive sessions; director stock ownership guidelines .
- Alignment: Director pay mix emphasizes equity (annual RSUs with one‑year vesting); dividends paid in cash; RSU value increased for 2025 indicating continued equity orientation; no meeting fees; compensation reviewed with an independent consultant using a peer group .
- Potential red flags to monitor: Very long tenure (director since 1986) could raise refreshment concerns; mitigated by recent Board expansion and ongoing refresh initiatives; combined CEO/Chair structure heightens importance of Lead Director oversight—Rogers fulfills that role since 2009 .
- Conflicts: No related‑party transactions disclosed since the beginning of last fiscal year; Executive Compensation Committee reported no interlocks or insider participation issues .
- Shareholder sentiment: 2024 Say‑on‑Pay passed with over 94% support, reflecting broader confidence in compensation governance frameworks (context for overall governance environment) .