Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 29, 2020, the Board of Directors of Insteel Industries, Inc. (the
"Company") elected Mark A. Carano Vice President, Chief Financial Officer and
Treasurer of the Company, effective upon his commencement of employment with the
Company on May 18, 2020. Mr. Carano, age 50, will be succeeding Michael C.
Gazmarian in this role, and Mr. Gazmarian will be continuing with the Company
through July 31, 2020 to assist with the leadership transition.
Mr. Carano joins the Company from Big River Steel, where he served as Chief
Financial Officer beginning in April 2019. Prior to Big River, he served in
senior management roles with Babcock & Wilcox Enterprises from June 2013 to
October 2018, including Senior Vice President, Finance and Controller of their
Industrial Segment, Senior Vice President, Corporate Development and Strategy,
and Corporate Treasurer. Mr. Carano also has 14 years of investment banking
experience serving as a Managing Director with Bank of America Merrill Lynch,
and in various roles of increasing responsibility with Deutsche Bank and First
Union Securities. He earned an BA from Vanderbilt University and an MBA from
Northwestern University's Kellogg Business School.
Mr. Carano has entered into an employment offer letter with the Company (the
"Offer Letter"). Pursuant to the Offer Letter, Mr. Carano will receive the
following compensation:
Salary: Mr. Carano's annual base salary will be $345,000.
Annual Bonus Opportunity: Mr. Carano will participate in the Company's Return on
Capital Incentive Compensation Plan. His annual target bonus will be 60% of his
base salary. Any bonus for the Company's fiscal year 2020 will be based on Mr.
Carano's base salary paid by the Company during the year.
Equity Compensation: Mr. Carano will receive equity awards in August 2020,
having a grant-date value of $125,000, with 50% of the value to consist of
restricted stock units and 50% stock options. The target value of equity awards
to Mr. Carano for subsequent Company fiscal years will be $250,000. Equity
awards to Mr. Carano will be granted pursuant to the Company's 2015 Equity
Incentive Plan.
Lump-sum payments: Mr. Carano will receive a lump sum payment of $27,500 in the
first full pay period following commencement of his employment, and a second
lump sum payment of $27,500 in the first full pay period following six months of
employment.
Retirement Security Agreement: Mr. Carano will execute the Company's standard
Retirement Security Agreement ("RSA"). Under the RSA, if Mr. Carano is employed
by the Company for 30 years, he will receive, for 15 years following retirement,
annual payments equal to 50% of his average base pay for the five years
preceding retirement. If Mr. Carano works for the Company for at least 10 years,
his payments under the RSA will be reduced by 1/360th for each month short of
360 months during which he is employed by the Company.
Change in Control Severance Agreement: Mr. Carano will execute the Company's
standard Change in Control Severance Agreement ("CIC Agreement"). Under the CIC
Agreement, if Mr. Carano's employment is terminated within two years following a
change in control of the Company, he will receive payments equal to one times
his base salary and one times his average bonus for the prior three years, plus
continuation of health and welfare benefits for one year.
A copy of the Offer Letter is attached as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated herein by reference. A copy of the press release
announcing the election of Mr. Carano as Vice President, Chief Financial Officer
and Treasurer is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit 10.1 Offer Letter to Mark A. Carano
Exhibit 99.1 Press release dated May 4, 2020 announcing the appointment of Mark
A. Carano as Chief Financial Officer.
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