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Pay vs Performance Disclosure
12 Months Ended
Sep. 30, 2023
USD ($)
Oct. 01, 2022
USD ($)
Oct. 02, 2021
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

Pay Versus Performance

 

Pursuant to Item 402(v) of SEC Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and our other NEOs (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

 

    Summary
Compensation
Table Total for
H.O. Woltz III
($)
      Average
Summary
Compensation
  Average
Compensation
  Value of Initial Fixed $100
Investment Based on:
         
Year     Compensation
Actually Paid to
H.O. Woltz III(1)(2)
($)
  Table Total
for Non-PEO
NEOs(3)
($)
  Actually Paid
to Non-PEO
NEOs(1)(2)(3)
($)
  Total
Shareholder
Return
($)
  Peer Group Total
Shareholder
Return(4)
($)
  Net income
($ Thousands)
  Return on
Invested
Capital(5)
(%)
 
2023   2,146,512   2,297,925   594,499   553,469   207.28   146.15   32,415   9.1  
2022   2,503,834   1,508,180   924,155   672,291   157.60   109.34   125,011   47.6  
2021   2,475,749   4,043,446   972,237   1,368,777   219.98   144.86   66,610   36.9  
(1) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K, and therefore use hypothetical values and points in time when pay may not actually have been earned or delivered to the NEOs. These amounts reflect total compensation as reported in the Summary Compensation Table with certain adjustments as described in footnote 2 below.
(2) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.

 

H.O. Woltz III

 

          Year   Summary
Compensation
Table Total
($)
  Exclusion of
Change in
Pension Value
($)
  Exclusion of
Stock Awards and
Option Awards
($)
  Inclusion of
Pension
Service Cost
($)
  Inclusion of
Equity Values
($)
  Compensation
Actually Paid
($)
  2023   2,146,512     700,001     851,414   2,297,925
  2022   2,503,834     650,001     (345,653)   1,508,180
  2021   2,475,749   195,092   600,027   46,686   2,316,130   4,043,446

 

 

Non-PEO NEOs (Average)

 

          Year   Summary
Compensation
Table Total
($)
  Exclusion of
Change in
Pension Value
($)
  Exclusion of
Stock Awards and
Option Awards
($)
  Inclusion of
Pension
Service Cost
($)
  Inclusion of
Equity Values
($)
  Compensation
Actually Paid
($)
  2023   594,499   19,971   150,000   30,438   98,503   553,469
  2022   924,155   8,192   206,242   48,049   (85,479)   672,291
  2021   972,237   80,988   196,254   47,191   626,592   1,368,777

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

 

H.O. Woltz III

 

          Year   Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
($)
  Change in Fair
Value from Last
Day of Prior Year
to Last Day of
Year of Unvested
Equity Awards
($)
  Vesting Date
Fair Value of
Equity Awards
Granted During
Year that Vested
During Year
($)
  Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that
Vested During Year
($)
  Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year
($)
  Value of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included
($)
  Total - Inclusion
of Equity Values
($)
  2023   671,800   109,575     70,039       851,414
  2022   436,799   (561,775)     (220,677)       (345,653)
  2021   683,259   1,129,842     503,029       2,316,130
                               

 

  Non-PEO NEOs (Average)
   
          Year   Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
($)
  Change in Fair
Value from Last
Day of Prior Year
to Last Day of
Year of Unvested
Equity Awards
($)
  Vesting Date
Fair Value of
Equity Awards
Granted During
Year that Vested
During Year
($)
  Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that
Vested During Year
($)
  Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year
($)
  Value of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included
($)
  Total - Inclusion
of Equity Values
($)
  2023   143,885   23,577     15,115   (84,074)     98,503
  2022   137,475   (166,711)     (56,242)       (85,479)
  2021   223,475   284,514     118,603       626,592

(3) Our non-PEO NEOs in the fiscal years reported in this table are as follows: fiscal 2023 includes Mr. Jafroodi, Mr. Carano, Mr. Wagner, Mr. York and Mr. Petelle; fiscal 2022 and fiscal 2021 include Mr. Carano, Mr. Wagner, Mr. York and Mr. Petelle. The dollar amounts reported in this column represent the average of the amounts reported for the non-PEO NEOs as a group.

(4) The Peer Group Total Shareholder Return shown in this table utilizes the S&P 500 Building Products Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K, for the years reflected in the table above. The comparison assumes $100 was invested for the period starting October 3, 2020, through the end of the listed year in the Company and in the S&P Building 500 Products Index, respectively. The historical stock price performance of our common stock shown is not necessarily indicative of future stock price performance.
(5) We determined return on capital to be the most important financial performance measure used to link our performance to Compensation Actually Paid to Mr. Woltz and our non-PEO NEOs in fiscal 2023. For purposes of this disclosure, return on capital was calculated by dividing the Company’s Net Operating Profit After Tax for the fiscal year by its total Invested Capital for each fiscal period, each as defined in the Company’s Return on Capital Incentive Compensation Plan.
   
Company Selected Measure Name Return on Invested Capital    
Named Executive Officers, Footnote [Text Block]

(3) Our non-PEO NEOs in the fiscal years reported in this table are as follows: fiscal 2023 includes Mr. Jafroodi, Mr. Carano, Mr. Wagner, Mr. York and Mr. Petelle; fiscal 2022 and fiscal 2021 include Mr. Carano, Mr. Wagner, Mr. York and Mr. Petelle. The dollar amounts reported in this column represent the average of the amounts reported for the non-PEO NEOs as a group.
   
Adjustment To PEO Compensation, Footnote [Text Block]

H.O. Woltz III

 

          Year   Summary
Compensation
Table Total
($)
  Exclusion of
Change in
Pension Value
($)
  Exclusion of
Stock Awards and
Option Awards
($)
  Inclusion of
Pension
Service Cost
($)
  Inclusion of
Equity Values
($)
  Compensation
Actually Paid
($)
  2023   2,146,512     700,001     851,414   2,297,925
  2022   2,503,834     650,001     (345,653)   1,508,180
  2021   2,475,749   195,092   600,027   46,686   2,316,130   4,043,446

 

H.O. Woltz III

 

          Year   Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
($)
  Change in Fair
Value from Last
Day of Prior Year
to Last Day of
Year of Unvested
Equity Awards
($)
  Vesting Date
Fair Value of
Equity Awards
Granted During
Year that Vested
During Year
($)
  Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that
Vested During Year
($)
  Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year
($)
  Value of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included
($)
  Total - Inclusion
of Equity Values
($)
  2023   671,800   109,575     70,039       851,414
  2022   436,799   (561,775)     (220,677)       (345,653)
  2021   683,259   1,129,842     503,029       2,316,130
                               
   
Non-PEO NEO Average Total Compensation Amount [1] $ 594,499 $ 924,155 $ 972,237
Non-PEO NEO Average Compensation Actually Paid Amount [1],[2],[3] $ 553,469 672,291 1,368,777
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

Non-PEO NEOs (Average)

 

          Year   Summary
Compensation
Table Total
($)
  Exclusion of
Change in
Pension Value
($)
  Exclusion of
Stock Awards and
Option Awards
($)
  Inclusion of
Pension
Service Cost
($)
  Inclusion of
Equity Values
($)
  Compensation
Actually Paid
($)
  2023   594,499   19,971   150,000   30,438   98,503   553,469
  2022   924,155   8,192   206,242   48,049   (85,479)   672,291
  2021   972,237   80,988   196,254   47,191   626,592   1,368,777

 

  Non-PEO NEOs (Average)
   
          Year   Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
($)
  Change in Fair
Value from Last
Day of Prior Year
to Last Day of
Year of Unvested
Equity Awards
($)
  Vesting Date
Fair Value of
Equity Awards
Granted During
Year that Vested
During Year
($)
  Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that
Vested During Year
($)
  Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year
($)
  Value of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included
($)
  Total - Inclusion
of Equity Values
($)
  2023   143,885   23,577     15,115   (84,074)     98,503
  2022   137,475   (166,711)     (56,242)       (85,479)
  2021   223,475   284,514     118,603       626,592
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

The following chart sets forth the relationship between Compensation Actually Paid to Mr. Woltz, the average of Compensation Actually Paid to our other NEOs, and our cumulative TSR over the three most recently completed fiscal years.

 

   
Compensation Actually Paid vs. Net Income [Text Block]

The following chart sets forth the relationship between Compensation Actually Paid to Mr. Woltz, the average of Compensation Actually Paid to our other NEOs, and our net income over the three most recently completed fiscal years.

 

   
Compensation Actually Paid vs. Company Selected Measure [Text Block]

The following chart sets forth the relationship between Compensation Actually Paid to Mr. Woltz, the average of Compensation Actually Paid to our other NEOs, and our return on invested capital over the three most recently completed fiscal years.

 

   
Total Shareholder Return Vs Peer Group [Text Block]

The following chart compares our cumulative TSR over the three most recently completed fiscal years to that of the S&P 500 Building Products Index over the same period.

 

   
Tabular List [Table Text Block]
MOST IMPORTANT FINANCIAL MEASURE

 

The Committee believes that return on invested capital was, for the most recently completed fiscal year, the most appropriate metric for linking pay and performance in that it is driven off both the generation of earnings and responsible management of our balance sheet and is closely correlated with the creation of shareholder value. Return on invested capital was the only financial measure used by Insteel to link the Compensation Actually Paid to Mr. Woltz and our other NEOs for fiscal 2023 to company performance. The Committee does not utilize nonfinancial performance metrics to determine the compensation of Mr. Woltz or our other NEOs.

   
Total Shareholder Return Amount $ 207.28 157.60 219.98
Peer Group Total Shareholder Return Amount [4] 146.15 109.34 144.86
Net Income (Loss) Attributable to Parent $ 32,415,000 $ 125,011,000 $ 66,610,000
Company Selected Measure Amount [5] 0.091 0.476 0.369
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name return on invested capital    
Non-PEO NEO [Member] | Exclusion of Change in Pension Value      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 19,971 $ 8,192 $ 80,988
Non-PEO NEO [Member] | Exclusion of Stock Awards and Option Awards      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 150,000 206,242 196,254
Non-PEO NEO [Member] | Inclusion of Pension Service Cost      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 30,438 48,049 47,191
Non-PEO NEO [Member] | Inclusion of Equity Values      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 98,503 (85,479) 626,592
Non-PEO NEO [Member] | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 143,885 137,475 223,475
Non-PEO NEO [Member] | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 23,577 (166,711) 284,514
Non-PEO NEO [Member] | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount
Non-PEO NEO [Member] | Change in Fair Value from Last Day of Prior Yearto Vesting Date of Unvested Equity Awards that Vested During Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 15,115 (56,242) 118,603
Non-PEO NEO [Member] | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (84,074)
Non-PEO NEO [Member] | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount
Non-PEO NEO [Member] | Total Inclusion of Equity Values      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 98,503 (85,479) 626,592
H.O. Woltz III      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount 2,146,512 2,503,834 2,475,749
PEO Actually Paid Compensation Amount [2],[3] $ 2,297,925 $ 1,508,180 $ 4,043,446
H.O. Woltz III | PEO [Member]      
Pay vs Performance Disclosure [Table]      
PEO Name H.O. Woltz III H.O. Woltz III H.O. Woltz III
H.O. Woltz III | PEO [Member] | Exclusion of Change in Pension Value      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 195,092
H.O. Woltz III | PEO [Member] | Exclusion of Stock Awards and Option Awards      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 700,001 650,001 600,027
H.O. Woltz III | PEO [Member] | Inclusion of Pension Service Cost      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 46,686
H.O. Woltz III | PEO [Member] | Inclusion of Equity Values      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 851,414 (345,653) 2,316,130
H.O. Woltz III | PEO [Member] | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 671,800 436,799 683,259
H.O. Woltz III | PEO [Member] | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 109,575 (561,775) 1,129,842
H.O. Woltz III | PEO [Member] | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount
H.O. Woltz III | PEO [Member] | Change in Fair Value from Last Day of Prior Yearto Vesting Date of Unvested Equity Awards that Vested During Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 70,039 (220,677) 503,029
H.O. Woltz III | PEO [Member] | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount
H.O. Woltz III | PEO [Member] | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount
H.O. Woltz III | PEO [Member] | Total Inclusion of Equity Values      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 851,414 $ (345,653) $ 2,316,130
Mr. Jafroodi | Non-PEO NEO [Member]      
Pay vs Performance Disclosure [Table]      
PEO Name Mr. Jafroodi    
Mr. Carano | Non-PEO NEO [Member]      
Pay vs Performance Disclosure [Table]      
PEO Name Mr. Carano Mr. Carano Mr. Carano
Mr. Wagner | Non-PEO NEO [Member]      
Pay vs Performance Disclosure [Table]      
PEO Name Mr. Wagner Mr. Wagner Mr. Wagner
Mr. York | Non-PEO NEO [Member]      
Pay vs Performance Disclosure [Table]      
PEO Name Mr. York Mr. York Mr. York
Mr. Petelle | Non-PEO NEO [Member]      
Pay vs Performance Disclosure [Table]      
PEO Name Mr. Petelle Mr. Petelle Mr. Petelle
[1] Our non-PEO NEOs in the fiscal years reported in this table are as follows: fiscal 2023 includes Mr. Jafroodi, Mr. Carano, Mr. Wagner, Mr. York and Mr. Petelle; fiscal 2022 and fiscal 2021 include Mr. Carano, Mr. Wagner, Mr. York and Mr. Petelle. The dollar amounts reported in this column represent the average of the amounts reported for the non-PEO NEOs as a group.
[2] Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.
[3] The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K, and therefore use hypothetical values and points in time when pay may not actually have been earned or delivered to the NEOs. These amounts reflect total compensation as reported in the Summary Compensation Table with certain adjustments as described in footnote 2 below.
[4] The Peer Group Total Shareholder Return shown in this table utilizes the S&P 500 Building Products Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K, for the years reflected in the table above. The comparison assumes $100 was invested for the period starting October 3, 2020, through the end of the listed year in the Company and in the S&P Building 500 Products Index, respectively. The historical stock price performance of our common stock shown is not necessarily indicative of future stock price performance.
[5] We determined return on capital to be the most important financial performance measure used to link our performance to Compensation Actually Paid to Mr. Woltz and our non-PEO NEOs in fiscal 2023. For purposes of this disclosure, return on capital was calculated by dividing the Company’s Net Operating Profit After Tax for the fiscal year by its total Invested Capital for each fiscal period, each as defined in the Company’s Return on Capital Incentive Compensation Plan.