DEF 14A 1 liiin2023_def14a.htm INSTEEL INDUSTRIES INC - DEF 14A INSTEEL INDUSTRIES, INC. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

INSTEEL INDUSTRIES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear

Shareholder

H.O. Woltz III

Chairman of the Board

January 3, 2023

“Thank you for your
continued support
and interest in Insteel
Industries Inc.”

You are cordially invited to attend the 2023 Annual Meeting of Shareholders of Insteel Industries Inc. to be held February 14, 2023 at 9:00 a.m. Eastern Time. The meeting will take place at the Cross Creek Country Club, 1129 Greenhill Road, Mount Airy, North Carolina.

The attached proxy statement and formal notice of the meeting describe the matters expected to be acted upon at the meeting. We urge you to review these materials carefully and to use this opportunity to take part in the Company’s affairs by voting on the matters described in the proxy statement. At the meeting, we will also discuss our operations, fiscal year 2022 financial results and our plans for the future. Our directors and management team will be available to answer any questions you may have. We hope that you will be able to attend.

Your vote is important to us. Whether you plan to attend the meeting or not, please complete the enclosed proxy card and return it as promptly as possible. If you attend the meeting, you may elect to have your shares voted as instructed on the proxy card or you may withdraw your proxy at the meeting and vote your shares in person. If you hold shares in “street name” and would like to vote at the meeting, you should follow the instructions provided in the proxy statement.

Thank you for your continued support and interest in Insteel Industries Inc.

Sincerely,

Notice of

Annual Meeting
of Shareholders

1373 Boggs Drive

Mount Airy, North Carolina 27030
(336) 786-2141

FEBRUARY 14, 2023

9:00 a.m., Eastern Time

Cross Creek Country Club

1129 Greenhill Road

Mount Airy, North Carolina 27030

Dear Shareholder:

At our Annual Meeting, we will ask you to:

1.	Elect three nominees named in this proxy statement to the Board of Directors for terms expiring in 2026;
2.	Approve, on an advisory basis, the compensation of our executive officers;
3.	Approve, on an advisory basis, the frequency of our future advisory votes on the compensation of our executive officers.
4.	Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for our fiscal year 2023; and
5.	Transact such other business, if any, as may properly be brought before the meeting or any adjournment thereof.

Only shareholders of record at the close of business on December 14, 2022 are entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

Whether or not you plan to attend the meeting and vote your common stock in person, please mark, sign, date and promptly return the enclosed proxy card or voting instruction form in the postage-paid envelope according to the instructions printed on the card. Any proxy may be revoked at any time prior to its exercise by delivery of a later-dated proxy or by properly voting in person at the Annual Meeting.

Enclosed is a copy of our Annual Report for the year ended October 1, 2022, which includes a copy of our Annual Report on Form 10-K filed with the Securities and Exchange Commission.

By Order of the Board of Directors

James F. Petelle

Vice President and Secretary

January 3, 2023

Mount Airy, North Carolina

Table

of Contents

Proxy Summary		6
2023 Annual Meeting of Shareholders		6
Eligibility to Vote		6
Governance Highlights		6
Election of Directors		7
Advisory Vote on the Compensation of our Executive Officers		7
Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Executive Officers		7
Ratify the Appointment of Grant Thornton LLP as our Independent Public Accounting Firm for Fiscal 2023		7

Proxy Statement		8
References to Website		8

Corporate Governance Guidelines and Board Matters		9
The Board of Directors		9
Director Attendance at Annual Meetings		9
Committees of the Board		9
Executive Sessions		11
Board Governance Guidelines		11
Board Leadership Structure		11
Risk Oversight		11
Code of Business Conduct		12
Stock Ownership Guidelines		12
Policy Regarding Hedging or Pledging of Insteel Stock		12
Availability of Bylaws, Board Governance Guidelines, Code of Conduct and Committee Charters		12
Corporate Responsibility		12
Shareholder Recommendations and Nominations		13
Process for Identifying and Evaluating Director Candidates		13
Communications with the Board of Directors		14

Security Ownership of Certain Beneficial Owners		15

Security Ownership of Directors and Executive Officers		16
Delinquent Section 16(a) Reports		16

Item Number One:	Election of Directors	17
Introduction		17
Vote Required		17
Board Recommendation		17
Information Regarding Nominees, Continuing Directors and Executive Officers		17

Executive Compensation		21
Compensation Discussion and Analysis		21
I. Executive Summary		21
II. Overall Objectives		23
III. Elements of Compensation		25
Executive Compensation Committee Report		29
Summary Compensation Table		30
Fiscal 2022 Grants of Plan-Based Awards		31
Outstanding Equity Awards at Fiscal Year End 2022		33
Options Exercised and Stock Vested During Fiscal Year 2022		34
Pension Benefits		34
Potential Payments upon Termination or Change in Control		35
CEO Pay Ratio		37

www.insteel.com		INSTEEL INDUSTRIES INC. \| 2023 Proxy Statement		4

Director Compensation		38

Equity Compensation Plan Information		38

Compensation Committee Interlocks and Insider Participation		39

Item Number Two:	Advisory Vote on the Compensation of our Executive Officers	40
Board Recommendation		40

Item Number Three:	Advisory Vote to Approve the Frequency of Future Advisory Votes on the Compensation of Our Executive Officers	41
Board Recommendation		41

Item Number Four:	Ratification of the Appointment of Grant Thornton LLP as our Independent Registered Public Accounting Firm	42
Board Recommendation		42
Fees Paid to Independent Registered Public Accounting Firm		42
Pre-Approval Policies and Procedures		43

Report of the Audit Committee		43

Certain Relationships and Related Person Transactions		44

Other Business		44

Questions and Answers About the Annual Meeting		45

Shareholder Proposals for the 2024 Annual Meeting		49
Proposals for Inclusion in the Proxy Statement		49
Other Proposals		49
Proposals for a Director Nominee and Related Procedures		49
Delivery of Notice of a Proposal		50
The Company’s Bylaws		50
Expenses of Solicitation		50

Annual Report and Financial Statements		51

		INSTEEL INDUSTRIES INC. \| 2023 Proxy Statement		5
		INSTEEL INDUSTRIES INC. \| 2023 Proxy Statement		5

Date and Time:	February 14, 2023
	9:00 a.m. Eastern Time

Place:	Cross Creek Country Club
	1129 Greenhill Road
	Mount Airy, NC 27030

•	Six out of our seven directors are independent.
•	Our Lead Independent Director leads executive sessions of the independent directors, which are held in conjunction with each regularly scheduled board meeting.
•	We require that a nominee for director submit a resignation to the Board if he or she fails to receive a majority of the shares voted in an uncontested election.
•	We maintain fully independent Audit, Compensation and Nominating and Governance Committees.
•	We have share ownership guidelines for directors and executive officers.
•	Our directors and executive officers are prohibited from hedging our stock and are required to obtain prior approval of any pledge of our stock.
•	We conduct annual Board, committee and CEO evaluations.
•	Our Board participates in annual director education programs.
•	We require prior approval of certain related party transactions and Audit Committee review of any such transactions.

Proposal	Vote Required	Board Recommendation
Proposal 1: Election of three nominees to the Board of Directors	Plurality of Votes Cast*	FOR all nominees
Proposal 2: Advisory Vote on the compensation of our executive officers	Majority of the Votes Cast	FOR
Proposal 3: Advisory Vote on the frequency of future advisory votes on the compensation of our executive officers	Plurality of Votes Cast	FOR One Year
Proposal 4: Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2023.	Majority of the Votes Cast	FOR

✔	Stock ownership guidelines;
✔	Double triggers in our change in control severance agreements;
✔	Clawback policy;
✔	No significant perquisites;
✔	Prohibition of hedging of our shares;
✔	Long-term incentives that are entirely equity-based; and
✔	Prohibition of stock option repricing.

•	Independence;
•	Leadership experience;
•	Business and financial experience;
•	Familiarity with our industry, customers and suppliers;
•	Integrity;
•	Diverse talents, backgrounds and perspectives;
•	Judgment;
•	Other company board or management relationships;
•	Existing time commitments; and
•	NYSE and other regulatory requirements for the Board and its committees.

Name and Address of Beneficial Owner	Number of Shares	Percentage of Shares
BlackRock, Inc. and affiliates⁽¹⁾ 55 East 52^ndStreet New York, NY 10055	3,130,572	16.1%
T. Rowe Price Associates, Inc.⁽²⁾ 100 E. Pratt Street Baltimore, MD 21202	1,357,064	6.9%
The Vanguard Group⁽³⁾ 100 Vanguard Blvd. Malvern, PA 19355	1,298,304	6.7%
Dimensional Fund Advisors LP⁽⁴⁾ Building One 6300 Bee Cave Road Austin, TX 78746	1,050,314	5.4%

(1)	Based upon information set forth in a Schedule 13G filed with the SEC by BlackRock, Inc. on January 25, 2022 reporting sole power to vote or direct the vote of 3,106,765 shares and sole power to dispose or direct the disposition of 3,130,572 shares. In its Schedule 13G/A, BlackRock, Inc. reported that the interest of iShares Core S&P Small-Cap ETF in the specified shares is more than 5% of the outstanding shares of our common stock.
(2)	Based upon information set forth in a Schedule 13G/A filed with the SEC by T. Rowe Price Associates, Inc. on February 2, 2022 reporting sole power to vote or direct the vote of 447,679 shares and sole power to dispose or direct the disposition of 1,357,064 shares.
(3)	Based upon information set forth in a Schedule 13G/A filed with the SEC by The Vanguard Group on February 2, 2022 reporting shared power to vote or direct the vote of 18,857 shares, sole power to dispose or direct the disposition of 1,265,413 shares and shared power to dispose or direct the disposition of 32,891 shares.
(4)	Based upon information set forth in a Schedule 13G/A filed with the SEC by Dimensional Fund Advisors LP on December 31, 2021 reporting that it or its subsidiaries may possess sole power to vote or direct the vote of 1,023,447 shares and sole power to dispose or direct the disposition of 1,050,314 shares. Dimensional Fund Advisors LP and its subsidiaries disclaimed beneficial ownership of such shares.

Name of Beneficial Owner	Number of Shares of Common Stock	RSUs⁽¹⁾	Options Exercisable Within 60 days	Total	%
Abney S. Boxley, III	12,537	1,557		12,537	*
Anne H. Lloyd	4,755	1,557		4,755	*
W. Allen Rogers II	87,271	1,557		87,271	*
Jon M. Ruth	15,670	1,557		15,670	*
Joseph A. Rutkowski	15,658	1,557		15,658	*
G. Kennedy Thompson	25,221	1,557		25,221	*
H. O. Woltz III⁽²⁾	675,168	32,255	97,959	773,127	4.0
Mark A. Carano	4,708	10,293	2,892	7,600	*
James F. Petelle	18,577	7,873	15,404	33,981	*
Richard T. Wagner	40,569	14,434	15,372	55,941	*
James R. York	2,807	6,338	16,688	19,495	*
All Directors and Executive Officers as a Group (11 Persons)	902,941		148,315	1,051,256	5.4

(1)	The economic terms of RSUs are substantially similar to shares of restricted stock. However, because shares of restricted stock carry voting rights while RSUs do not, pursuant to SEC rules shares of restricted stock would be included in the “Total” column, while RSUs are not so included. We show them here because we believe it provides additional information to our shareholders regarding the equity interests our executive officers and directors hold in the Company.
(2)	Includes 170,610 shares held in various trusts for which Mr. Woltz serves as co-trustee. Mr. Woltz shares voting and investment power for these shares. He disclaims beneficial ownership of such shares except to the extent of his pecuniary interest in them.
()*	Less than 1%.

	Age	Director Since	Audit Committee	Executive Compensation Committee	Nominating and Governance Committee	Independent
Abney S. Boxley III	64	2018				Y
Anne H. Lloyd	61	2019				Y
W. Allen Rogers II	76	1986				Y
Jon M. Ruth	67	2016				Y
Joseph A. Rutkowski	67	2015				Y
G. Kennedy Thompson	72	2017				Y
H. O. Woltz III	66	1986				N

•	Executive Compensation Committee
•	Nominating and Governance Committee

•	Highwood Properties, Inc.
•	James Hardie Industries p.l.c.

•	Executive Compensation Committee
•	Audit Committee (Chair)

•	Executive Compensation Committee (Chair)
•	Nominating and Governance Committee

•	Executive Compensation Committee
•	Nominating and Governance Committee (Chair)

	Compensation Discussion and Analysis	21
	I. Executive Summary	21
	II. Overall Objectives	23
	III. Elements of Compensation	25
	Executive Compensation Committee Report	29

H. O. WOLTZ III	President and Chief Executive Officer
MARK A. CARANO	Senior Vice President, Chief Financial Officer and Treasurer
JAMES F. PETELLE	Vice President – Administration, Secretary and Chief Legal Officer
RICHARD T. WAGNER	Senior Vice President and Chief Operating Officer
JAMES R. YORK	Senior Vice President – Sourcing and Logistics

Executive Officer	Prior Base Salary	Base Salary Approved June 29, 2022
H. O. Woltz III	$675,000	$700,000
Mark A. Carano	$345,000	$370,000
James F. Petelle	$250,000	$275,000
Richard T. Wagner	$350,000	$370,000
James R. York	$250,000	$270,000

	•	Our revenues increased 40.0% to a record $826.8M, while our shipments decreased 7.8%.
	•	Net earnings increased 87.7% to a record $125M or $6.37 per diluted share.
	•	Return on capital, as calculated under our Return on Capital Incentive Compensation Plan (“ROCICP”), was 47.6%.
	•	We invested $15.9M in our facilities during fiscal 2022 in support of our ongoing efforts to reduce production costs, enhance our manufacturing capabilities and strengthen our market leadership position.
	•	We ended fiscal 2022 debt-free with $48.3M of cash, providing us with ample liquidity to meet our funding requirements and pursue growth opportunities.
	•	Following the end of fiscal 2022, our Board elected to return excess cash to shareholders in the form of a special dividend of $2.00 per share, paid on December 23, 2022.

FY	Short-Term Incentive Payments As Percent of Target	Return on Capital (As Calculated Under Our ROCICP)
2011	0.0%	5.1%
2012	0.0%	1.4%
2013	85.6%	7.7%
2014	140.0%	10.4%
2015	153.1%	11.1%
2016	200.0%	23.1%
2017	163.0%	12.5%
2018	200.0%	16.6%
2019	0.0%	1.8%
2020	85.4%	9.7%
2021	200.0%	36.9%
2022	200.0%	47.6%

Proxy Summary

2023 Annual Meeting of Shareholders

Eligibility to Vote

Governance Highlights

Election of Directors

Advisory Vote on the Compensation of our Executive Officers

Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Executive Officers

Ratify the Appointment of Grant Thornton LLP as our Independent Public Accounting Firm for Fiscal 2023

Proxy Statement

References to Website

Corporate Governance Guidelines and Board Matters

The Board of Directors

Director Attendance at Annual Meetings

Committees of the Board

The Audit Committee

The Executive Compensation Committee

The Nominating and Governance Committee

Executive Sessions

Board Governance Guidelines

Board Leadership Structure

Risk Oversight

Code of Business Conduct

Stock Ownership Guidelines

Policy Regarding Hedging or Pledging of Insteel Stock

Availability of Bylaws, Board Governance Guidelines, Code of Conduct and Committee Charters

Corporate Responsibility

Shareholder Recommendations and Nominations

Process for Identifying and Evaluating Director Candidates

Communications with the Board of Directors

Security Ownership of Certain Beneficial Owners

Security Ownership of Directors and Executive Officers

Delinquent Section 16(a) Reports

Item Number One Election of Directors

Introduction

Vote Required

Board Recommendation

Information Regarding Nominees, Continuing Directors and Executive Officers

Nominees for Director with terms expiring at the 2026 Annual Meeting

Continuing Directors with terms expiring at the 2024 Annual Meeting

Continuing Directors with terms expiring at the 2025 Annual Meeting

Executive Officers

Executive Compensation

Compensation Discussion and Analysis

I. Executive Summary

Introduction

Results of 2022 Say-On-Pay Vote

Compensation Program Changes for Fiscal 2022

Business and Financial Performance During Fiscal 2022

How Our Performance Affected Executive Officers’ Compensation

Our Key Compensation Practices

II. Overall Objectives

III. Elements of Compensation

Base Salaries

Annual Incentives

Long-Term Incentives

Retirement Benefits

Change-in-Control Severance Agreements

Severance Agreement

Broad-Based Employee Benefits

Peer Group

Executive Compensation Committee Report

Summary Compensation Table

Fiscal 2022 Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal Year End 2022

Options Exercised and Stock Vested During Fiscal Year 2022

Pension Benefits

Potential Payments upon Termination or Change in Control

CEO Pay Ratio

Director Compensation

Equity Compensation Plan Information

Compensation Committee Interlocks and Insider Participation

Item Number Two Advisory Vote on the Compensation of our Executive Officers

Board Recommendation

Item Number Three Advisory Vote to Approve the Frequency of Future Advisory Votes on the Compensation of Our Executive Officers

	A Committee comprised solely of independent directors.
	An independent compensation consultant that reports to and is directed by the Committee, and that provides no other services to the Company.
	A clawback policy in the event of a financial restatement.
	Change in control payments that are contingent upon a qualifying transaction and a qualifying termination of employment (commonly referred to as a “Double Trigger”).
	Share ownership guidelines.
	No tax gross-ups of any kind including for any excise taxes in conjunction with payments that are contingent upon a change in control.
	No significant perquisites.
	Award caps that apply to both our ROCICP and to our long-term incentives.
	Mitigation of risk, in that responsible management of our assets is an integral component of the calculation of annual incentives payable under our ROCICP.

	•	to attract, motivate and retain executives who will be successful in this environment;
	•	to align executives’ interests with those of our shareholders; and
	•	to provide appropriate rewards based on the financial performance of our business.

Compensation Element	Description	Objective
Base Salary	Fixed cash compensation.	• Provide basic level of income. • Compensate executive officers for fulfilling basic job responsibilities. • Provide base pay commensurate with median salaries of peer group. • Attract and retain key executive officers.
ROCICP Annual Incentive Program	Variable cash compensation paid pursuant to a plan in which all of our sales and administrative employees participate.	• Align executive compensation with shareholder interests through the payment of an incentive that is based on return on capital, a metric closely correlated with the creation of shareholder value. • Reward executive officers based on actual returns generated relative to the Company’s cost of capital.
Long-Term Incentives	Variable compensation granted 50% as RSUs (normally vesting after three years) and 50% as stock options (normally vesting one-third each year for three years).	• Further align executive compensation with long-term shareholder interests by linking the value of these incentives to changes in the Company’s common stock price. • Aid in retention and encourage long-term commitment to the Company.
Supplemental Retirement Plan	Non-qualified retirement plan providing additional income for 15 years following retirement to executive officers who meet age and service requirements.	• Aid in retention and encourage long-term commitment to the Company. • Compensate for federal limits on qualified retirement plans.
Severance/Change-in-Control Severance (“CIC”) Agreements	Our CEO has a severance agreement that specifies payments to him in the event of involuntary termination. All executive officers have CIC agreements specifying their rights related to termination of employment following a change in control of the Company.	• Encourage long-term commitment to the Company. Focus executives on shareholder interests. • Provide transition assistance in the event of job loss.
Other Benefits	Medical, life and disability insurance; 401(k) savings plan.	• Provide insurance and basic retirement benefits of the same nature that other Company employees receive.

	•	The executive’s performance;
	•	The executive’s responsibilities;
	•	The strategic importance of the position;
	•	Competitive market compensation information;
	•	Skills, experience and the amount of time the executive has served in the position; and
	•	The Company’s recent performance and current business outlook.

Date	Type of Grant	No. of Units	Closing Price	ASC Topic 718 Grant Date Value
2/15/22	RSUs	3,892	$38.54	$149,998
2/15/22	Stock Options	9,709	$38.54	$150,004
8/15/22	RSUs	5,340	$32.77	$174,992
8/15/22	Stock Options	12,456	$32.77	$175,007

Company Name	Ticker	Company Name	Ticker
Quanex Building Products Corp.	NX	Northwest Pipe Co.	NWPX
Gibraltar Industries, Inc.	ROCK	PGT Innovations, Inc.	PGTI
Simpson Manufacturing Co.	SSD	TimkenSteel Corporation	TMST
Eagle Materials, Inc.	EXP	Ampco-Pittsburgh Corporation	AP
L.B. Foster Company	FSTR	Ascent Industries Co.	ACNT
United States Lime & Minerals, Inc.	USLM	Titan Machinery, Inc.	TITN
Apogee Enterprises, Inc.	APOG

Name and Principal Position	Year		Salary ($)		Stock Awards⁽³⁾ ($)		Option Awards⁽³⁾ ($)		Non-Equity Incentive Plan Compensation⁽⁴⁾ ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽⁵⁾ ($)		All Other Compensation⁽⁶⁾ ($)		Total ($)
H. O. Woltz III President and CEO		2022		681,731		324,990		325,011		1,067,500		0		104,602		2,503,834
		2021		665,769		300,024		300,002		932,077		195,092		82,784		2,475,749
		2020		659,423		299,994		300,001		394,203		303,499		17,952		1,975,072
Mark A. Carano⁽¹⁾ Senior Vice President, CFO and Treasurer		2022		351,731		125,004		124,989		422,077		11,679		28,560		1,064,040
		2021		345,000		125,021		124,993		414,000		55,532		86,350		1,150,896
		2020		132,692		62,499		62,499		67,991		20,703		56,010		402,394
James F. Petelle Vice President - Administration and Secretary and CLO		2022		256,731		74,988		74,996		308,077		5,186		39,164		759,142
		2021		244,231		75,010		74,998		293,077		70,717		35,092		793,125
		2020		233,654		75,006		74,994		119,724		72,929		17,370		593,677
Richard T. Wagner Senior Vice President and Chief Operating Officer		2022		355,385		137,506		137,500		426,462		0		61,754		1,118,607
		2021		345,385		137,499		137,500		414,462		152,587		40,539		1,227,972
		2020		342,692		137,499		137,496		175,595		193,495		14,535		1,001,312
James R. York⁽²⁾ Senior Vice President Sourcing and Logistics		2022		255,385		74,988		74,996		306,462		15,904		27,097		754,832
		2021		245,385		54,997		54,999		294,462		45,116		21,994		716,953

(1)	Mr. Carano joined the Company on May 18, 2020, and resigned to pursue employment with another company effective December 30, 2022.
(2)	Mr. York was not an executive officer during fiscal year 2020. He was appointed as an executive officer of the Company on February 16, 2021.
(3)	The amounts reported in these columns reflect the aggregate grant date fair value of stock and option awards granted during each fiscal year and do not reflect the actual value, if any, that may be received by executive officers for their awards. Our assumptions used in the calculation of these amounts for fiscal 2022 are set forth in Note 9 of our consolidated financial statements as reported in our Annual Report on Form 10-K for the fiscal year ended October 1, 2022. Dividend equivalents paid on RSUs are currently paid in cash and are reported in the “All Other Compensation” column.
(4)	The amounts reported in this column are the annual cash incentive amounts accrued for such fiscal years under our ROCICP.
(5)	Amounts reported for each fiscal year represent the increase in the present actuarial value during such fiscal year of the accumulated benefits accrued under our Retirement Savings Plan determined using interest rate assumptions consistent with those set forth in Note 11 of our consolidated financial statements as reported in our Annual Report on Form 10-K for the fiscal year ended October 1, 2022. The present actuarial values of the accumulated benefits of Messrs. Woltz and Wagner decreased in fiscal 2022 by 315,384 and 89,159 respectively. The amounts in this column were calculated based on the following discount rate assumptions as of the end of each fiscal year: 2020, 2.75%, 2021, 2.75% and 2022, 4.5%. If the discount rate had not been changed for fiscal 2022, the amounts reported for fiscal 2022 would have been as follows: Mr. Woltz, $103,564; Mr. Carano, $61,237; Mr. Petelle, $18,399; Mr. Wagner, $137,609; and Mr. York, $48,786, Executive officers may not be fully vested in the amounts reflected herein. We do not offer any program for deferring compensation and therefore there were no above-market earnings on deferrals that were required to be reported in this column.
(6)	Amounts shown for fiscal 2022 include (i) dividend equivalents paid on RSUs; (ii) the current dollar value attributed by the IRS to the death benefit program we provide to our executive officers; and (iii) the amount of matching funds paid into our Retirement Savings Plan on behalf of the executive officers. The following table shows the amount of each component described above and included in the All Other Compensation column.

Name	Dividend Equivalents Paid on RSUs ($)		Death Benefit Value ($)		401(k) Matching Payments ($)
H. O. Woltz III		80,614		6,858		17,130
Mark A. Carano		14,543		1,242		12,775
James F. Petelle		20,149		11,124		7,891
Richard T. Wagner		36,936		3,564		21,254
James York		14,808		3,564		8,725

		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽²⁾					All Other Stock Awards: Number		All Other Option Awards: Number		Exercise or Base Price of		Grant Date Fair Value of Stock
Name	Grant Date⁽¹⁾	Threshold ($)	Target ($)		Maximum ($)		of Shares of Stock or Units (#)		of Securities Underlying Options (#)		Option Awards ($/Share)⁽³⁾		and Option Awards ($)⁽⁴⁾
H. O. Woltz III	N/A			533,750		1,067,500
	2/15/2022							3,892						149,998
	2/15/2022									9,709		38.54		150,004
	8/15/2022							5,340						174,992
	8/15/2022									12,456		32.77		175,007
Mark A. Carano	N/A			211,038		422,077
	2/15/2022							1,622						62,512
	2/15/2022									4,045		38.54		62,495
	8/15/2022							1,907						62,492
	8/15/2022									4,448		32.77		62,494
James F. Petelle	N/A			154,038		308,077
	2/15/2022							973						37,499
	2/15/2022									2,427		38.54		37,497
	8/15/2022							1,144						37,489
	8/15/2022									2,669		32.77		37,499
Richard T. Wagner	N/A			213,231		426,462
	2/15/2022							1,784						68,755
	2/15/2022									4,450		38.54		68,753
	8/15/2022							2,098						68,751
	8/15/2022									4,893		32.77		68,747
James R. York	N/A			153,231		306,462
	2/15/2022							973						37,499
	2/15/2022									2,427		38.54		37,497
	8/15/2022							1,144						37,489
	8/15/2022									2,669		32.77		37,499

SEC Form DEF 14A filed by Insteel Industries Inc.