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, 2024

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

You are cordially invited to attend the 2024 Annual Meeting of Shareholders of Insteel Industries Inc. to be held February 13, 2024, 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 2023 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 or not you plan to attend the Annual Meeting, you are encouraged to vote as soon as possible to ensure that your shares are represented at the meeting. 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.

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 13, 2024

9:00 a.m., Eastern time

Cross Creek Country Club
1129 Greenhill Road
Mount Airy, North Carolina 27030

HOW TO VOTE: Even if you plan to attend the Annual Meeting, we encourage you to provide your proxy as soon as possible using one of the following methods.
		BY TELEPHONE In the U.S. or Canada, you can authorize a proxy to vote your shares toll-free by calling 1-800-690-6903.

		BY INTERNET You can authorize a proxy to vote your shares online at www.proxyvote.com.

		BY MAIL You can authorize a proxy to vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the enclosed envelope.

Dear Shareholder:

At the Annual Meeting, we will ask you to:

1.	Elect two nominees named in this proxy statement to the Board of Directors for terms expiring in 2027;
2.	Approve, on an advisory basis, the compensation of our named executive officers;
3.	Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for our 2024 fiscal year; and
4.	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 13, 2023, are entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

Whether or not you plan to attend the meeting, we urge you to authorize a proxy to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. Alternatively, you may sign, date and mail the proxy card in the envelope provided.

Accompanying this proxy statement is a copy of our Annual Report for the year ended September 30, 2023, 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

Elizabeth C. Southern
Vice President Administration,
Secretary and Chief Legal Officer
January 3, 2024
Mount Airy, North Carolina

Table

of Contents

Proxy Summary		6
2024 Annual Meeting of Shareholders		6
Eligibility to Vote		6
Governance Highlights		6
Election of Directors		7
Advisory Vote on the Compensation of our Named Executive Officers		7
Ratify the Appointment of Grant Thornton LLP as our Independent Public Accounting Firm for Fiscal 2024		7

Proxy Statement		8
References to Website		8

Corporate Governance Guidelines and Board Matters		9
The Board of Directors		9
Director Independence		9
Board Leadership Structure		10
Committees of the Board		10
Risk Oversight		12
Process for Identifying and Evaluating Director Candidates		12
Communicating with our Board of Directors		13
Code of Business Conduct		13
Corporate Responsibility		13
Availability of Bylaws, Board Governance Guidelines, Code of Conduct and Committee Charters		13

Security Ownership of Certain Beneficial Owners		14

Security Ownership of Directors and Executive Officers		15
Delinquent Section 16(a) Reports		15

Item Number One:	Election of Directors	16
Introduction		16
Vote Required		16
Board Recommendation		16
Information Regarding Nominees, Continuing Directors and Executive Officers		16

Item Number Two:	Advisory Vote on the Compensation of our Named Executive Officers	20
Board Recommendation		20

Executive Compensation		21
Compensation Discussion and Analysis		21
I. Executive Summary		21
II. Overall Objectives		23
III. How We Make Executive Compensation Decisions		24
IV. Elements of Compensation		25
Executive Compensation Committee Report		29
Summary Compensation Table		30
Fiscal 2023 Grants of Plan-Based Awards		31
Outstanding Equity Awards at Fiscal Year End 2023		32
Options Exercised and Stock Vested During Fiscal Year 2023		34
Pension Benefits		34
Potential Payments upon Termination or Change in Control		35
CEO Pay Ratio		38
Pay Versus Performance		38

www.insteel.com		INSTEEL INDUSTRIES INC. \| 2024 Proxy Statement		4

Director Compensation		41

Equity Compensation Plan Information		41

Compensation Committee Interlocks and Insider Participation		42

Item Number Three:	Ratification of the Appointment of Grant Thornton LLP as our Independent Registered Public Accounting Firm	43

Board Recommendation		43
Fees Paid to Independent Registered Public Accounting Firm		43
Pre-Approval Policies and Procedures		44

Report of the Audit Committee		44

Certain Relationships and Related Person Transactions		45

Questions and Answers About the Annual Meeting		46

Other Information		50
Expenses of Solicitation		50
Householding		50

Shareholder Proposals for the 2025 Annual Meeting		51
Proposals for Inclusion in the Proxy Statement		51
Other Proposals		51
Delivery of Notice of a Proposal		51

Date and Time:	February 13, 2024
	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 independent Lead 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 of Directors if he or she fails to receive an affirmative vote by a majority of the shares voted in an uncontested election.
•	We maintain fully independent Audit, Executive Compensation and Nominating and Governance Committees.
•	We have robust 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 Chief Executive Officer 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.
•	Our Board engages in regular succession planning for our Chief Executive Officer and key members of senior management.

Proposal	Vote Required	Board Recommendation
Proposal 1: Election of two nominees to the Board of Directors	Plurality of Votes Cast*	FOR all nominees
Proposal 2: Advisory Vote on the compensation of our named executive officers	Majority of the Votes Cast	FOR
Proposal 3: Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for our 2024 fiscal year.	Majority of the Votes Cast	FOR

✔	Robust share ownership guidelines;
✔	Double triggers in our change in control severance agreements;
✔	A mandatory clawback policy for incentive-based compensation awarded to executive officers;
✔	Significant vesting periods for equity awards;
✔	No significant perquisites;
✔	No employment agreements for our executive officers;
✔	Prohibition of hedging of our shares;
✔	Long-term incentives that are entirely equity-based;
✔	Prohibition of stock option repricing; and
✔	Engagement of an independent compensation consultant.

•	Chairman of the Board and Chief Executive Officer: H.O. Woltz III;
•	independent Lead Director: W. Allen Rogers II; and
•	fully independent Audit, Executive Compensation and Nominating and Governance Committees.

•	presiding at all meetings of the Board of Directors in the absence of, or upon the request of, the Chairman of the Board;
•	advising the Chairman of the Board regarding the agendas for meetings of the Board of Directors;
•	calling meetings of non-management and/or independent directors;
•	advising the Chief Executive Officer, as appropriate, on issues discussed at executive sessions of non-management and/or independent directors; and
•	serving as principal liaison between the non-management and/ or independent directors, as a group, and the Chief Executive Officer, as necessary.

Committee Membership
Audit Committee	Executive Compensation Committee	Nominating and Governance Committee
Anne H. Lloyd	Abney S. Boxley III	Abney S. Boxley III
W. Allen Rogers II	Anne H. Lloyd	W. Allen Rogers II
G. Kennedy Thompson*	Jon M. Ruth*	Jon M. Ruth
	Joseph A. Rutkowski	Joseph A. Rutkowski*
	G. Kennedy Thompson

•	the integrity of our financial statements, financial reporting process and systems of internal accounting and financial controls;
•	our compliance with legal and regulatory requirements;
•	the independent auditors’ qualifications and independence; and
•	the performance of our internal audit function and independent auditor.

•	appoints, retains and oversees the Company’s independent auditor;
•	preapproves all audit and non-audit engagements and related fees and terms with the Company’s independent auditor;
•	reviews with the independent auditor and management all major accounting policy matters involved in the preparation of interim and annual financial reports with corporate management and any deviations from prior practice; and
•	reviews and discusses management’s evaluation of the adequacy of disclosure controls and procedures and internal control over financial reporting.

•	reviewing and approving, for the Chief Executive Officer and other executive officers, annual base salary, annual incentive opportunity, long-term incentive opportunity and corporate goals and objectives applicable to compensation;
•	annually evaluating our Chief Executive Officer’s performance in light of applicable goals and objectives;
•	reviewing and making recommendations to the Board with respect to the compensation of non-management directors;
•	reviewing, approving and administering our incentive compensation plans and equity-based compensation plans, including the sole authority for making awards under such plans;
•	determining stock ownership guidelines for the executive officers and directors and monitoring compliance with such guidelines and administering our clawback policy;
•	reviewing the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking;
•	reviewing the results of any shareholder advisory votes regarding our executive compensation and recommending to the Board how to respond to such votes; and
•	recommending to the Board whether to have an annual, biannual or triennial shareholder advisory vote regarding executive compensation.

•	developing and recommending to the Board criteria for identifying and evaluating candidates for the Board, including standards for assessing independence;
•	identifying and screening candidates and/or directors based on the Board’s criteria when evaluating whether individuals are qualified for nomination or re-nomination to the Board;
•	recommending candidates to the Board either to stand for election at the next meeting of the Company’s shareholders or for appointment to the Board in the event of a vacancy on the Board;
•	reviewing the appropriate size of the Board, the requisite skills and characteristics of its members and the Board’s committee structure and membership;
•	reviewing the Company’s Board Governance Guidelines and overall corporate governance policies and recommending any changes to the Board for its review and approval;
•	reviewing and making recommendations to the Board concerning the Company’s Code of Business Conduct and Ethics; and
•	developing and recommending to the Board for its review and approval an annual self-assessment process and overseeing such process.

•	independence;
•	leadership experience;
•	business and financial experience;
•	familiarity with our industry, customers and suppliers;
•	personal and professional ethics and integrity;
•	diversity of 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	3,448,632	17.7%
The Vanguard Group⁽²⁾ 100 Vanguard Blvd. Malvern, PA 19355	1,330,467	6.8%
Dimensional Fund Advisors LP⁽³⁾ Building One 6300 Bee Cave Road Austin, TX 78746	1,157,662	6.0%
Royce & Associates, LP⁽⁴⁾ 745 Fifth Avenue New York, NY 10151	994,903	5.1%

(1)	Based upon information set forth in a Schedule 13G filed with the SEC by BlackRock, Inc. on January 26, 2023, reporting sole power to vote or direct the vote of 3,425,685 shares and sole power to dispose or direct the disposition of 3,448,632 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 The Vanguard Group on February 9, 2023 reporting shared power to vote or direct the vote of 36,068 shares, sole power to dispose or direct the disposition of 1,277,424 shares and shared power to dispose or direct the disposition of 53,043 shares.
(3)	Based upon information set forth in a Schedule 13G/A filed with the SEC by Dimensional Fund Advisors LP on February 10, 2023, reporting that it or its subsidiaries may possess sole power to vote or direct the vote of 1,136,602 shares and sole power to dispose or direct the disposition of 1,157,662 shares. Dimensional Fund Advisors LP and its subsidiaries disclaimed beneficial ownership of such shares.
(4)	Based upon information set forth in a Schedule 13G filed with the SEC by Royce & Associates, LP on January 23, 2023, reporting that it or its subsidiaries may possess sole power to vote or direct the vote of 994,903 shares and sole power to dispose or direct the disposition of 994,903 shares.

Name of Beneficial Owner	Number of Shares of Common Stock	RSUs⁽¹⁾	Options Exercisable Within 60 days	Total	%
Abney S. Boxley III	14,094	2,478		14,094	*
Anne H. Lloyd	6,312	2,478		6,312	*
W. Allen Rogers II	88,828	2,478		88,828	*
Jon M. Ruth	17,620	2,478		17,620	*
Joseph A. Rutkowski	17,215	2,478		17,215	*
G. Kennedy Thompson	26,778	2,478		26,778	*
H. O. Woltz III⁽²⁾	667,421	29,340	117,937	785,358	4.0
Scot R. Jafroodi	40,580	7,531	30,448	71,028
Mark A. Carano	—	—	—	—	*
Richard T. Wagner	42,765	12,349	13,176	55,941	*
James F. Petelle	15,954	5,526	9,969	25,923	*
James R. York	4,604	6,157	20,694	25,298	*
All Directors and Executive Officers as a Group (11 Persons)⁽³⁾	926,217		182,255	1,108,472	5.6

(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.
(3)	Includes Elizabeth C. Southern, Vice President Administration, Secretary and Chief Legal Officer. Excludes Messrs. Carano and Petelle, who left the Company on December 30, 2022, and September 30, 2023, respectively.
()*	Less than 1%.

	Age	Director Since	Audit Committee	Executive Compensation Committee	Nominating and Governance Committee	Independent
Abney S. Boxley III	65	2018				Y
Anne H. Lloyd	62	2019				Y
W. Allen Rogers II	77	1986				Y
Jon M. Ruth	68	2016				Y
Joseph A. Rutkowski	68	2015				Y
G. Kennedy Thompson	73	2017				Y
H. O. Woltz III	67	1986				N

•	Executive Compensation Committee
•	Audit Committee (Chair)

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

Dear

Shareholder

Notice of Annual Meeting of Shareholders

Proxy Summary

2024 Annual Meeting of Shareholders

Eligibility to Vote

Governance Highlights

Election of Directors

Advisory Vote on the Compensation of our Named Executive Officers

Ratify the Appointment of Grant Thornton LLP as our Independent Public Accounting Firm for Fiscal 2024

Proxy Statement

References to Website

Corporate Governance Guidelines and Board Matters

The Board of Directors

Director Independence

Board Leadership Structure

Committees of the Board

The Audit Committee

The Executive Compensation Committee

The Nominating and Governance Committee

Risk Oversight

Process for Identifying and Evaluating Director Candidates

Communicating with our Board of Directors

Code of Business Conduct

Corporate Responsibility

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

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 2027 Annual Meeting

Continuing Directors with terms expiring at the 2025 Annual Meeting

Continuing Directors with terms expiring at the 2026 Annual Meeting

Executive Officers

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

Board Recommendation

Executive Compensation

Compensation Discussion and Analysis

I. Executive Summary

Introduction

Results of 2023 Say-On-Pay Vote

Business and Financial Performance During Fiscal 2023

How Our Performance Affected Executive Officers’ Compensation

Our Key Compensation Practices

II. Overall Objectives

III. How We Make Executive Compensation Decisions

IV. Elements of Compensation

Base Salaries

Annual Incentives

Long-Term Incentives

Retirement Benefits

Change in Control Severance (“CIC”) Agreements

Severance Agreement

Broad-Based Employee Benefits

Executive Compensation Committee Report

Summary Compensation Table

Fiscal 2023 Grants of Plan-Based Awards

FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

Outstanding Equity Awards at Fiscal Year End 2023

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

Options Exercised and Stock Vested During Fiscal Year 2023

Pension Benefits

FISCAL 2023 PENSION BENEFITS

Potential Payments upon Termination or Change in Control

BENEFITS AND PAYMENTS UPON TERMINATION

Notice of
Annual Meeting
of Shareholders

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

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

•	We closely monitor the compensation programs of companies of similar size and similar industries, with the objective of providing total compensation opportunities to our executive officers that are near the median of our peer group.
•	To motivate our executive officers and to align their interests with those of our shareholders, we provide annual incentives which are designed to reward our executive officers for the attainment of short-term goals and long-term incentives, which are designed to reward them for increases in our shareholder value over time.
•	We provide executive officers with long-term incentives in the form of stock options and restricted stock units (“RSUs”). These equity-based awards, which vest over a period of three years (except in the case of retirement, death or disability), link compensation with the long-term price performance of our stock and also provide a substantial retention incentive.
•	After consultation with our independent compensation consultant, we believe that while our long-term incentives may be viewed as less performance-based than those of our peers because they do not include performance contingent vesting, our annual incentive plan is generally more performance-based than plans of our peers, and therefore, taken as a whole, our compensation program is appropriately tied to Company performance. We also believe that time-based vesting of equity awards is appropriate due to the cyclicality of our business and volatility of our financial results.
•	We have entered into change in control severance agreements with each of our executive officers. These agreements provide certain benefits in the event of a termination following a change in control, also known as a “double-trigger” requirement. We do not provide for tax gross-up payments on any severance payments that would be made in connection with a change in control.
•	We do not provide significant perquisites to our executive officers.
•	We have a clawback policy to recoup performance-based payments.
•	We have a policy prohibiting our executive officers from entering into financial transactions designed to hedge or offset any decrease in the market value of our stock. This policy also requires our executive officers to disclose to the Board any intention to enter into a transaction involving the pledge of our stock as collateral to secure personal loans.

	Compensation Discussion and Analysis	21
	I. Executive Summary	21
	II. Overall Objectives	23
	III. How We Make Executive Compensation Decisions	24
	IV. Elements of Compensation	25
	Executive Compensation Committee Report	29

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

*	Resigned effective December 30, 2022.
**	Retired effective September 30, 2023.

•	Our revenues decreased 21.5% to $649.2 million from $826.8 million in the prior year driven by a 17.1% decrease in average selling prices and a 5.3% decrease in shipments.
•	Net earnings decreased 74.1% to $32.4 million, or $1.66 per diluted share, from a record $125.0 million, or $6.37 per diluted share, in the prior year.
•	Return on capital, as calculated under our Return on Capital Incentive Compensation Plan (“ROCICP”), was 9.1%.
•	We invested $30.7 million in our facilities during fiscal 2023 primarily to advance the growth of our engineered structural mesh business and to support cost and productivity improvement initiatives as well as recurring maintenance requirements.
•	We ended fiscal 2023 debt-free with a record $125.7 million of cash, providing us with ample liquidity to meet our funding requirements and pursue growth opportunities.
•	Following the end of fiscal 2023, our Board elected to return excess cash to shareholders in the form of a special dividend of $2.50 per share, paid on December 22, 2023.

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%
2023	93.5%	9.1%

	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 mandatory clawback policy for performance-based incentive compensation awarded to executive officers
	Double triggers for change in control payments
	Significant vesting periods for equity awards
	Robust share ownership guidelines
	No tax gross-ups of any kind, including for any excise taxes in conjunction with change in control payments
	No significant perquisites
	No repricing or replacing of underwater stock options without shareholder approval
	Award caps that apply to both our ROCICP and to our long-term equity 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

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

SEC Form DEF 14A filed by Insteel Industries Inc.