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Table of Contents



 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

 

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

 

NORTHWEST PIPE COMPANY


(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

 



 

 

 
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201 NE Park Plaza Drive, Suite 100

Vancouver, WA 98684

 

 

April 15, 2024

 

 

Dear Fellow Shareholder:

 

You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) on Thursday, June 13, 2024, at 7:00 a.m. Pacific Time. As part of Northwest Pipe Company’s effort to encourage broader participation in the Annual Meeting, the Board of Directors has determined that the Annual Meeting will be conducted virtually via webcast instead of in-person. You will be able to attend the meeting, vote your shares, and submit questions by logging in at www.virtualshareholdermeeting.com/NWPX2024.

 

YOUR VOTE IS IMPORTANT. As a shareholder of Northwest Pipe Company, you can play an important role by considering and taking action on the matters set forth in the attached Proxy Statement. The time and attention you invest in making thoughtful decisions is appreciated.

 

It has been a rewarding year, but not without its challenges. Thank you for your support and continued interest in Northwest Pipe Company.

 

 

 

 

Sincerely,

 

 

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Scott Montross

President and Chief Executive Officer

 

 
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 

DATE Thursday, June 13, 2024
TIME 7:00 a.m. Pacific Time
PLACE

VIRTUAL: www.virtualshareholdermeeting.com/NWPX2024

RECORD DATE Close of business on April 11, 2024
MAILING DATE This Proxy Statement, together with the enclosed proxy card and the Annual Report on Form 10‑K for the year ended December 31, 2023 (“2023 Annual Report to Shareholders”) of Northwest Pipe Company (collectively with its subsidiaries, the “Company”) are first being mailed to shareholders of the Company on or about April 25, 2024

 

MEETING AGENDA

 

 

1.

To elect three directors, each to serve for a three-year term;

 

2.

To hold an advisory vote on the Company’s executive compensation;

 

3.

To ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and

 

4.

To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

 

MEETING ADMISSION

 

The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Northwest Pipe Company will be held via webcast on Thursday, June 13, 2024, at 7:00 a.m. Pacific Time at www.virtualshareholdermeeting.com/NWPX2024. To participate in the Annual Meeting, you will need your unique 16‑digit control number printed in the box and marked by the arrow on your proxy card or on the voting instructions from your stockbroker, bank, or other nominee that accompanied your proxy materials. On the record date, there were 9,921,802 shares of Common Stock then outstanding, with each share of Common Stock being entitled to one vote.

 

VOTING PLATFORMS

 

Only shareholders of record at the close of business on April 11, 2024 are entitled to receive notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the meeting. It is important that your shares be represented and voted at the meeting. Please complete, sign, and return your proxy card, or use the Internet or telephone voting systems.

 

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IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

 

This Proxy Statement and the Company’s 2023 Annual Report to Shareholders for the Annual Meeting to be held on June 13, 2024 are also available at www.proxyvote.com.

 

 
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FORWARD LOOKING STATEMENTS

 

Certain statements in this Proxy Statement, other than purely historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), that are based on current expectations, estimates, and projections about Northwest Pipe Company’s business, management’s beliefs, and assumptions made by management. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements as a result of a variety of important factors. Such forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Proxy Statement. If the Company does update or correct one or more forward-looking statements, investors and others should not conclude that it will make additional updates or corrections with respect thereto or with respect to other forward-looking statements.

 

 
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TABLE OF CONTENTS

 

Proxy Summary

1

Creating Stakeholder Value

6

Company Culture

6

2023 Performance Highlights

6

Transforming Initiatives

9

Corporate Governance

16

Director Elections

16

Director Independence

16

Board Leadership Structure and Risk Oversight

17

Board of Directors Meetings

19

Board of Directors Committees

20

Communications with Directors

21

Audit Committee Report

22

Proposal #1: Election of Directors

24

Director Skills and Qualifications

25

Nominees and Continuing Directors

26

Board Composition

30

Director Compensation

32

Proposal #2: Advisory Vote on Executive Compensation

33

Executive Compensation Discussion and Analysis

33

Elements of Compensation

36

Executive Compensation and Risk

39

Summary Compensation 41

Employment Agreements

44

Change in Control Agreements

45

Potential Payments Upon Termination or Change in Control

46

Pay Ratio Disclosure

46

Pay Versus Performance 47

Compensation Committee Interlocks and Insider Participation

50

Compensation Committee Report

50

Proposal #3: Ratification of the Appointment of Moss Adams LLP

51

Disclosure of Fees Paid to Independent Registered Public Accounting Firm

51

Pre-approval Process

51

Additional Information

52

Certain Relationships and Related Transactions

52

Stock Owned by Management and Principal Shareholders

53

Date for Submission of Shareholder Proposals

54

Other Matters

54

Questions and Answers About the Proxy Materials and the Annual Meeting

54

2023 Annual Report

60

 

 
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PROXY SUMMARY

 

PROXY SUMMARY

 

CREATING STAKEHOLDER VALUE

‘Creating Stakeholder Value' Section starts on page 6.

 
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  58  

Years of Quality Manufacturing

Data as of 12/31/2023

  13   Manufacturing Facilities   1,325   Company Employees   4   Branded Product Lines  
 

Founded in 1966, Northwest Pipe Company is a leading manufacturer of water-related infrastructure products. In addition to being the largest manufacturer of engineered steel water pipeline systems in North America, the Company manufactures stormwater and wastewater technology products; high-quality precast and reinforced concrete products; pump lift stations; steel casing pipe, bar-wrapped concrete cylinder pipe, and one of the largest offerings of pipeline system joints, fittings, and specialized components.

 

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PROXY SUMMARY

 

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DELIVERING VALUE

 

A combination of new population centers, rising demand on developed water sources, substantial underinvestment in water infrastructure over the past several decades, impacts from climate change, and increasingly stringent regulatory policies are driving demand for water infrastructure projects and environmental solutions across the United States.

 

The Company’s core market for its Engineered Steel Pressure Pipe (“SPP”) segment is the large-diameter, high-pressure portion of a water transmission pipeline, which the Company believes has a total addressable market of approximately $2 billion over the next three years.

 

With the Company’s goal of creating growth and profitability to drive shareholder value, Northwest Pipe Company continues to look beyond the engineered welded steel pipeline market and address the much larger potential market of concrete pipe and precast. The Company believes the water-related Precast Infrastructure and Engineered Systems (“Precast”) segment has a total annual addressable market of approximately $3 to $5 billion. The Company’s environmental solutions and engineered equipment manufactured by its Precast segment support this addressable market and provide precast infrastructure products that facilitate water efficiency, security, wastewater pretreatment, and stormwater quality.

 

The Company will continue to maximize its SPP segment by being opportunistic with the limited but identified potential acquisition opportunities, as well as expand its footprint in the precast concrete and engineered solutions market for growth through expansion or acquisition.

 

 
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PROXY SUMMARY

 

  EARNINGS PER SHARE   COMPOUND ANNUAL GROWTH RATE  
  Basic net income per share is computed by dividing the net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by giving effect to all potential shares of common stock, including restricted stock units (“RSUs”) and performance share awards (“PSAs”), assumed to be outstanding during the period using the treasury stock method. The chart below shows diluted net income per share from continuing operations, which was $2.09 in 2023. The Company’s SPP market has seen improved resiliency to variability in demand. The addition of the Precast segment has improved the Company’s margins and cash conversion cycle.   The compound annual growth rate (“CAGR”) is the mean annual growth rate of revenue over a specified period of time longer than one year. The chart below shows the Company’s revenue by segment (in millions) and its six-year compound annual growth rate of 22%. The Company has achieved its growth principally through acquisitions, acquiring Ameron Water Transmission Group, LLC, its largest SPP competitor in 2018, before strategically selecting the precast concrete market and completing the acquisitions of Geneva Pipe and Precast Company (“Geneva”) (2020) and Park Environmental Equipment, LLC (“ParkUSA”) (2021).  
 
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CORPORATE GOVERNANCE

‘Corporate Governance Section starts on page 16.

 

CORPORATE GOVERNANCE HIGHLIGHTS

 

SHAREHOLDER

EMPOWERMENT
AND ENGAGEMENT

10% threshold for shareholder to call a special meeting

Robust year-round shareholder engagement
No poison pill
Initiated share repurchase program of up to $30 million to enhance shareholder value by improving financial metrics

SKILLED AND

INDEPENDENT
BOARD OF
DIRECTORS

“BOARD”

All directors are independent, except the Chief Executive Officer (“CEO”)

Range of tenures enables balance between historical experience and fresh perspectives
Skills and background aligned to the Company’s strategic direction
Director recruitment and selection process that prioritizes skills and qualifications and emphasizes leadership traits, work ethic, independence, business experience, and diversity of background
  Training opportunities to address evolving business environment and governance landscape
  Diverse experience (industry, profession, public service, geography)

 

 
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PROXY SUMMARY

 

DEFINED BOARD

STRUCTURE AND

PROCESSES

Annual self-assessment to enable adequate Board refreshment and appropriate evaluation of Board skills, experience, and perspectives; results shared and discussed in executive session of independent directors

Annual review of Corporate Bylaws and Corporate Governance Principles to ensure alignment with best practices
All committee members are independent directors
  All members empowered to call special Board meetings at any time for any reason
  Regular executive sessions of independent directors

ROBUST OVERSIGHT

OF RISKS AND

OPPORTUNITIES

Board responsible for risk oversight, with specific risk areas delegated to relevant Board committees

Purposeful inclusion of key risk areas on Board and/or committee agendas
Engagement with business leaders to review short-term plans, long-term strategies, and associated risks
  Incentive compensation not overly leveraged and with maximum payout caps and design features intended to balance pay for performance with the appropriate level of risk-taking
  Robust stock ownership requirements and prohibition from hedging and pledging Company securities
  Incentive compensation clawbacks in the event of a financial restatement

COMMITMENT TO

SUSTAINABILITY AND

CORPORATE

RESPONSIBILITY

Dedicated adherence to principles of Integrity and Ethics, Diversity, Equity and Inclusion, and Workplace Respect
Fostering core values, particularly safety, while balancing a performance culture based on Company behaviors
No use of corporate funds for political contributions; robust oversight of and transparency into political activities

 

PROPOSAL #1: ELECTION OF DIRECTORS

‘Proposal #1: Election of Directors' Section starts on page 24.

 

Nominees

Title

Years of Service

Independent

Committee Membership

Amanda Julian Senior Partner of NeoPsy Systems   4 Yes

Environmental and Social Governance Committee - chairperson;

Nominating and Governance Committee

Keith Larson

Retired Vice President of Intel Corporation

17 Yes

Audit Committee - chairperson;

Compensation Committee;

Environmental and Social Governance Committee

Richard Roman Retired Chief Executive Officer of Northwest Pipe Company 21 Yes

Audit Committee

 

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YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

 

The Board of Directors unanimously recommends that shareholders vote “FOR” the election of its nominees for director. Proxies solicited by the Board will be voted “FOR” the election of the Board’s nominees unless a vote withholding authority is specifically indicated.

 

 
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PROXY SUMMARY

 

PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

‘Proposal #2: Advisory Vote on Executive Compensation' Section starts on page 33.

 

EXECUTIVE COMPENSATION

 

The following table reflects compensation awarded to the Company’s CEO, Chief Financial Officer (“CFO”), and each of the three other most highly compensated executive officers (collectively the “Named Executive Officers” or “NEOs”) in 2023. More detailed information regarding Executive Compensation can be found on page 33 under “Executive Compensation Discussion and Analysis” and on page 41 under “Summary Compensation.”

 

Name

Principal Position

 

Salary

   

Stock Awards

   

Non-Equity Incentive Plan Compensation

   

All Other Compensation

    Total  

Scott Montross

Director, CEO, and President

  $ 700,793     $ 977,844     $ 720,939     $ 14,748     $ 2,414,324  

Aaron Wilkins

Senior Vice President, CFO, and Corporate Secretary

    391,250       365,012       241,499       12,270       1,010,031  

Miles Brittain

Executive Vice President

    391,250       365,012       241,499       16,536       1,014,297  

Eric Stokes

Senior Vice President, SPP     342,285       327,539       176,063       14,009       859,896  

Michael Wray

Senior Vice President, Precast

    338,575       312,709       174,154       14,958       840,396  

 

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YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

 

The Board of Directors unanimously recommends voting “FOR” the approval of the compensation of the NEOs as disclosed in this proxy statement and as described pursuant to the compensation disclosure rules of the Exchange Act.

 

PROPOSAL #3: RATIFICATION OF THE APPOINTMENT OF MOSS ADAMS LLP

‘Proposal #3: Ratification of the Appointment of Moss Adams LLP' Section starts on page 51.

 

AUDIT SERVICES AND FEES
 

Audit fees include fees for the audit of the annual financial statements, including required quarterly reviews, the audit of the Company’s internal control over financial reporting, and services in connection with other regulatory filings. Fees for services billed by the Company’s principal accountant, Moss Adams LLP (“Moss Adams”), for the years ended December 31, 2023 and 2022 were as follows:

 

2023         $1,472,000

2022         $1,388,000

 

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YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

 

The Board of Directors unanimously recommends voting “FOR” the ratification of the Audit Committee’s appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

 

ADDITIONAL INFORMATION

‘Additional Information' Section starts on page 52.

 

 
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CREATING STAKEHOLDER VALUE

 

CREATING STAKEHOLDER VALUE

 

COMPANY CULTURE

 

Northwest Pipe Company’s core values are Accountability, Commitment, and Teamwork, or ACT for short, which it seeks to demonstrate in all of its behaviors and daily interactions, both internally and externally, and with all of its stakeholders.

 

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PROFESSIONAL STANDARDS

 

Northwest Pipe Company takes pride in the high standards of conduct that it identifies with as a Company. The Company has controls in place relating to compliance with its Code of Business Conduct and Ethics (“Code”), including a requirement for employees and the Board of Directors to review and understand the requirements of the Code, as well as an established whistleblower hotline and related procedures. The Company conducts training on the Code in regular intervals during the employee’s life cycle; the next training will be held in the fourth quarter of 2024. The Company also conducts anti-trust training annually. The most recent anti-trust training for certain senior management and sales employees was conducted in the first quarter of 2023.

 

2023 PERFORMANCE HIGHLIGHTS

 

In 2023, the Company overcame macroeconomic headwinds to continue to realize strong financial performance. Despite interest rate pressures and a relatively small bidding market for the Company’s Engineered Steel Pressure Pipe segment, revenues in 2023 remained elevated compared to historical standards. Additionally, the Company successfully remediated the previously identified internal control material weakness over the implementation of its enterprise resource planning system for the acquisition of ParkUSA, and began a transition to material resource planning system automation at the ParkUSA facilities. The Company enters 2024 with a strong backlog and order book, and expects 2024 steel pressure pipe demand (tons) to increase approximately 40 percent compared to 2023.

 

 
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CREATING STAKEHOLDER VALUE

 

FINANCIAL PERFORMANCE

 

  REVENUE GROWTH (IN MILLIONS)   PROFITABILITY  
  In 2023, net sales revenue decreased 3% to approximately $444 million from approximately $458 million in 2022. Despite the recent decrease, the six-year revenue CAGR is 22%, fueled by completing three significant acquisitions over that timespan. The Company aims to continue its transformation and drive shareholder value through organic growth and future acquisitions.   The Company’s diluted net income per share in 2023 was $2.09 and is still strong in relation to the $3.11 diluted net income per share in 2022, when the precast market was at record levels.  
 
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PRODUCT DEMAND

 

 
SPP BACKLOG INCLUDING CONFIRMED ORDERS
(IN MILLIONS)
 
PRECAST ORDER BOOK
(IN MILLIONS)
 
 

As of December 31, 2023, the Company had a backlog(1) of $273 million. The Company evaluates demand for its SPP segment using backlog including confirmed orders(2), as confirmed orders are generally not canceled and, as such, provides a more holistic measure of demand. As of December 31, 2023, SPP’s backlog including confirmed orders was $319 million, indicating a healthy project load and future revenue.

  As of December 31, 2023, the Company had an order book totaling $46 million in the Precast segment, a 29% decrease from the prior year record levels. Even though challenged by macroeconomic headwinds, the Precast order book is considered strong since it is a shorter lead time business. ‘Order book’ includes unfulfilled orders outstanding at the measurement date.  
 
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    (1) ‘Backlog’ includes the balance of remaining obligations under signed contracts for which revenue is recognized over time.
    (2) ‘Confirmed orders’ includes projects for which the Company has been notified that it is the successful bidder, but a binding agreement has not been executed.

 

 
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CREATING STAKEHOLDER VALUE

 

GROWTH AND STRATEGIC OPPORTUNITIES

 

Northwest Pipe Company’s growth strategy continues to focus on diversifying into a broader water market and capitalizing on the unique attributes of its market position, production capabilities, reputation, and nationwide sales and distribution footprint. The Company’s goal is to create transformational growth and profitability to drive shareholder value via an organic growth “Product Spread” strategy and through acquisitions.

 

Strategic acquisitions present prime opportunities for the Company to further expand its reach in the precast-related market. The Company acquired Geneva in January 2020, a concrete pipe and precast concrete products manufacturer based in Utah. This acquisition expanded the Company’s water infrastructure product capabilities by adding additional reinforced concrete pipe (“RCP”) capacity and a full line of precast concrete products including storm drains, manholes, catch basins, vaults, and curb inlets as well as innovative lined products that extend the life of concrete pipe and manholes for sewer applications. In October 2021, the Company acquired ParkUSA, a technology leader in water infrastructure products that manufactures water, wastewater, and environmental solutions at its three operating facilities in Texas. The ParkUSA products are assembled within concrete vaults or steel fabricated housings that can be delivered direct to the job site, saving valuable installation time for the Company’s customers.

 

Given the size of the addressable precast market, the Company aspires to grow organically by increasing and spreading the manufacturing of ParkUSA’s products to pre-existing Northwest Pipe Company facilities:

 
  Build out capacity utilization at ParkUSA facilities in Texas
    Booked approximately $9 million in ParkUSA orders outside of Texas in 2023, a 42% increase from the prior year
  Expand production of ParkUSA products at the Company’s other Precast facilities
    17 ParkUSA projects have been produced in Utah, and four more are in production as of December 31, 2023
  Pursue market development where the Company has SPP production facilities, which provides a low cost of entry
    Initial focus on wastewater, stormwater, and water distribution products
  Emphasize cross-training across facilities

 

Further, the Company is solidifying its commitment to the precast market by continuing to invest in its Geneva facilities in Utah. The Company has recently invested in a new batch plant at the St. George, Utah facility, replaced a concrete mixer and controls in the Salt Lake City, Utah facility, and has ordered a RCP machine with associated concrete batching and mixing equipment, also at the Salt Lake City facility. The RCP machine is expected to cost approximately $16 million and will improve efficiency and increase capacity to meet growing market demand for RCP as well as increase production capacity for other concrete products in Utah.

 

Future strategic acquisitions will target:

 

  Continuing to seek accretive acquisition candidates in the precast-related space
  Evaluating prospective high-quality opportunities with the following key attributes:
    Strong organic growth potential;
    Strong margin characteristics;
    Solid asset efficiency;
    Positive cash flow profile;
    Accretive to earnings;
    Industry and geographic location alignment with strategic growth plan;
    Performance indicators based on revenue and earnings before interest, income taxes, depreciation, and amortization (“EBITDA”) thresholds;
    Strong brand reputation and relationships in industry; and
    Experienced management teams.

 

 
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CREATING STAKEHOLDER VALUE

 

In addition to the focus placed on the Company’s growth strategy, the following strategic and operational initiatives also play a critical role in the business:

 

  Maintain a safe workplace where employees are proud to work;
  Improve performance through a persistent focus on margin over volume;
  Continue to implement cost reductions and efficiencies at all levels of the Company;
  Identify strategic opportunities to grow the Company through expansion or acquisitions; and
  Return value to stockholders through opportunistic share repurchases in the absence of acquisition opportunities.

 

TRANSFORMING INITIATIVES

 

Northwest Pipe Company’s performance culture enables it to be agile in response to the fast-changing needs of its customers and is supported by its three core ACT principles: Accountability, Commitment, and Teamwork. In addition to these key components, core drivers of the manufacturing operations include safety, quality, innovation, “Lean Manufacturing,” and reducing environmental impact through all areas of the business. This unwavering commitment underlies the principle that good business, economic growth, and social responsibility flourish together.

 

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (“ESG”) INITIATIVES

 

2023 ESG efforts largely focused on the Company defining its ESG vision and assessing current business operations to identify where ESG principles are already in practice (e.g. employee health/safety, waste reduction, recycling). High-level ESG objectives and the path forward were established under the supervision of the Board of Directors through exercises with the Company’s senior management. Other specific ESG efforts included:

 
  ESG Foundation/Baseline: Consisted of a series of benchmarking exercises to establish the Company’s current “ESG identity” and gauge the collective appetite for how intensive the program should be moving forward. This first step also accounted for industry standards/trends and peers’ behaviors in the ESG realm. The benchmarking assessment provided a practical starting point, highlighting strengths to build on, as well as opportunities to advance ESG priorities.
     
  ESG Vision Establishment: The Company published a statement communicating its ESG commitment on its website, with emphasis on:
    Creating a safe and engaging workplace environment where employees feel valued and supported in such a manner that enables them to succeed and grow;
    Focusing on cultivating workforce diversity that is representative of the communities in which the Company operates, from the shop floor through the highest levels of the Company. In addition, through the Company’s organizational efforts and practices, striving to ensure that its employee groups are culturally and socially accepted, welcomed, and equally treated in the workplace; and
    Prioritizing continuous improvement in reducing the Company’s impact on the environment.

 

  Materiality Assessment: Conducted in March 2023, this three-day workshop featured a series of interviews with a multidisciplinary group of subject matter experts and department heads. The overall goals of the exercise were to identify ESG risks and opportunities, provide data to serve as a tool to further assist in defining overarching strategy, and convey ESG and sustainability reporting and communications content to stakeholders. Discussions highlighted stakeholder priorities such as: Employee Safety and Occupational Health; Business Model Resilience; Diversity, Equity, and Inclusion; Human Capital Development; Greenhouse Gas (GHG) Emissions; and Economic Performance.

 

 
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CREATING STAKEHOLDER VALUE

 

  Greenhouse Gas (GHG) Emissions Scope 1 and 2 Inventory: As part of its commitment to sustainability, in May 2023, the Company conducted its first ever Scope 1 (direct emissions from sources controlled by the Company) and Scope 2 (indirect emissions from the purchase of electricity, steam, heat, or cooling) inventory, in partnership with an independent sustainability consultant. This effort was performed to establish a baseline against which future progress and emissions reduction efforts are measured. The analysis focused on both direct and indirect emissions produced from the Company’s manufacturing practices in the year ended December 31, 2022, broken down by each facility.
     
    A second inventory based on 2023 emissions is planned to be conducted in the second quarter of 2024 and will be again validated by an independent sustainability consultant. The Company will use this data to analyze year-over-year performance and establish consistency in its emissions inventory management and will consider appropriate next steps in late 2024.

 

The Company is reviewing the recently finalized climate disclosure rules from the Securities and Exchange Commission (“SEC”) as it plans the collection and disclosure of information to assure compliance. Importantly, the Company understands that the information collected, accumulated, analyzed, and disclosed under this rule will require appropriate internal controls. The Company’s early ESG efforts, primarily the Scope 1 and 2 Emissions Inventory, reflect its commitment to developing the necessary processes and reporting mechanisms to meet future disclosure requirements. In addition, the Company intends to begin a process of assessing climate-related risks and implementing risk mitigation practices at each of its facilities in mid-2024. Information from these efforts will be disclosed in accordance with the SEC’s final disclosure ruling.

 

Operationalizing and Integrating ESG

For 2024, the Company will continue its focus on operationalizing ESG into existing business practices and long-term strategic objectives. Since ESG principles are considered vital to the long-term business success, the Company will emphasize the following areas: (i) the ways in which ESG related initiatives create value for the Company; (ii) how the Company responds to evolving regulatory reporting requirements; (iii) customer needs and expectations; and (iv) non-financial/technical risk management. Some additional ongoing efforts to operationalize ESG include routinely analyzing the Company’s ESG ratings through a subscription to the Institutional Shareholder Services (ISS) business intelligence software, updating/publishing policies and procedures that contain ESG-related subjects, and marrying ESG to existing practices such as “Lean Manufacturing” (reduced waste, elimination of inefficiencies). As part of the practical application of tying ESG to existing practices, each facility will develop a tailored plan based on their unique needs and capabilities, focused on recognizing waste in production processes and identifying opportunities for improvement and innovation. This effort will be led by the Corporate Social Responsibility Manager (CSRM), who will make site visits to facilities and work in conjunction with appropriate facility personnel and a third-party sustainability consulting group.

 

Environmental Product Declarations

Environmental Product Declarations (“EPDs”) are now mandated in several locales where the Company manages active construction projects, and most prominently in the Western United States. In collaboration with third-party sustainability consultants, the Company recently embarked on a pilot project focused on developing EPDs for steel pipe products manufactured at its California facilities. The project will consist of a Life Cycle Assessment that will determine products’ global warming potential and identify the major contributors to the total environmental impact from the “cradle-to-gate” production process. Upon completion of the pilot project, the Company intends to replicate the EPD development process and will explore developing its own third-party verified “EPD-generation” tool that can be used during the bidding process for future projects. In addition to mandates and disclosure requirements, EPDs provide an opportunity for the Company to be more transparent about its products and practices, boost its brand image, improve supply chain management, and appeal to a broader customer base.

 

 
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Water Security

As a manufacturer of water-related infrastructure products, the Company is committed to providing water to communities with the intent of improving environmental and public health outcomes. With climate change disrupting weather patterns and causing long-term drought in regions where water has previously been more available, responsible resource management and reliable water transmission solutions are becoming even more crucial. The Company’s quality and long-lasting engineered steel pipe products support critical modernization projects that replace or rehabilitate crumbling, aging infrastructure, reducing water loss and saving millions of gallons of water a year. Some examples of the projects the Company is proud to be involved with include:

 

 

The Yadkin Regional Water Supply Project in the growing region of northwest North Carolina will provide communities a long-term, sustainable water supply through the construction of a new water intake and pump station, a water supply pipeline, a water treatment plan, and a drinking water pipeline. Prior to this project, the area had not had a local source of natural water and instead had to rely on lakes and rivers in surrounding counties to supply water for its communities.
     
  The Lower Bois d’Arc Raw Water Pipeline Project in north Texas is the first major reservoir built in Texas in over thirty years. The formation of this reservoir also includes the construction of a dam and water treatment plant. This new infrastructure is capable of moving 236 million gallons of water daily, and directly addresses the need for increased water access in this area that has seen significant population growth in the last five years.
     
  The Navajo-Gallup Water Supply Project in northwest New Mexico will provide a sustainable water supply for approximately 250,000 people by conveying water from the San Juan River to the eastern section of the Navajo Nation, the southwestern portion of the Jicarilla Apache Nation, and the City of Gallup, New Mexico.

 

PRIORITIZING HEALTH AND SAFETY

 

Northwest Pipe Company’s goal is to send each employee home safely at the end of the day. As such, safety is at the central core of the Company’s culture and is infused at every level of its organization. More than just policy and procedure, the Company’s safety program gives equal focus to the human side of safety, integrating coaching and mentoring efforts with compliance-driven approaches. By instilling a deep commitment to safety that reaches from the Company’s CEO to its general laborers, the Company has achieved industry-leading safety performance. Over the last four years, the Company’s average total recordable incident rate was 2.17 and its average days away rate was 0.39, calculated in accordance with the Occupational Safety and Health Administration’s (“OSHA”) record keeping requirements.

 

 
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The Company’s recordable incident and days away rates are significantly lower than comparable industry averages. Industry average rates are recorded to OSHA per 100 full-time workers for SIC code 33121 (Iron and steel pipe and tube manufacturing from purchased steel).

 

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* 2023 industry rates are not yet available as of the date of this Proxy.

 

To align the Company’s commitment to safety with its incentive compensation plans, in 2023 the executive officers and certain members of the senior management team who have direct responsibility for the Company’s safety program had 10% of their short-term incentive plan tied to the Company’s recordable incident rate, with a target of 2.8. The 2023 recordable incident rate of 1.51 was a Company record and is indicative of the importance it places on safety. In addition, two of 13 facilities exceeded one million work hours without a lost time incident, and nine of 13 exceeded one year since their last lost time incident.

 

DIVERSITY AND INCLUSION

 

Northwest Pipe Company welcomes and embraces differences in age, gender identity, race, sexual orientation, physical or mental ability, ethnicity, socio-economic status, veteran status, or any other characteristics that make employees unique. The Company values these differences as strengths and believes its resilience and achievements as a company culminate from each individual’s background, perspective, and skillset.

 

The Company’s Affirmative Action Program (“AAP”) strives to hire, recruit, train, and promote employees without regard to race, age, religion, color, sex, national origin, physical or mental disability, marital or veteran status, sexual orientation, gender identity, or any other classification protected by law. Northwest Pipe Company only hires employees who meet the necessary education, training, skills and/or experience requirements to perform their job, and who can provide the required documentation pertaining to legal eligibility and age requirements. To support these efforts, the AAP for the Company’s facilities in the United States is reviewed annually by a third-party consultant, establishing annual hiring goals for women, minorities, veterans, and individuals with disabilities that are reflective of the communities in which the Company’s facilities are located.

 

 
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Increasing Women Representation

Northwest Pipe Company continues to support women representation at every stage of their career and at every employee base throughout the Company, from the production floor, to an engineering desk, and to a management office. In the past three years, representation of women at all levels increased 17% throughout the Company’s U.S. operation from 11.7% in 2021 to 13.7% in 2023. The Company also saw an increase of 36% of women representation in mid-level managers and senior executive roles, from 13.9% in 2021 to 18.9% in 2023.

 
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Race and Ethnicity Diversity

Northwest Pipe Company’s goal is to build a strong, skilled, diverse team. The Company’s promise is to provide an inclusive workplace where everyone, from any background, can do their best work. In the past three years, the Company has seen a steady increase in U.S. racial and ethnic minority representation.

 

In 2023, 51.4% of the Company’s total U.S. workforce is comprised of racial and ethnic minority representation, and signifies a 12% increase from 45.9% in 2021. Racial and ethnic minorities representation of mid-level managers and senior executive roles continues to grow, from 21.9% in 2021 to 22.8% in 2023.

 

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EMPLOYEE DEVELOPMENT

 

At Northwest Pipe Company, investment in employee development is not just an investment in individual employees, it is an investment in the Company’s long-term success and competitiveness. In addition to the Company’s continued focus on general skill development of its employees, the Company has sharpened its focus on the development of its leadership pipeline with the creation of the ACTivate program. ACTivate included three new initiatives in 2023: a broad leadership development program held in-person at locations across the Company, a small-group program focused on pairing a handful of promising employees with members of the senior executive team for one-on-one career coaching and mentoring, and identifying individual career and growth development opportunities for key employees.

 

 
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EMPLOYEE RECOGNITION

 

Northwest Pipe Company believes its employees are its biggest asset. Celebrating its workforce through its employee recognition efforts allows the Company to shine a spotlight on both individual and team achievements and acknowledge the hard work that contributes to the Company’s success.

 

Benchmark and Apex Awards: Each year Northwest Pipe Company selects one steel pressure pipe facility to receive the Benchmark Award, and one precast facility to receive the Apex Award. These awards are given to the facilities with the best overall performance as measured by achievements in safety, lean progress, process improvement participation, productivity, quality, revenue growth, and profitability.

 

Service Awards: Northwest Pipe Company is proud of the commitment of its employees to their ongoing service. 46% of the Company’s workforce boasts five years or more of service, bringing a depth of experience, skills, and knowledge. The Company recognizes the continued service of all its employees on each of their work anniversary dates and provides service awards in milestone service years beginning at their fifth year of employment.

 

Employee Spotlight: To honor and celebrate the Company’s diverse workforce, the Company has developed an employee spotlight program that interviews employees and asks them to share their thoughts related either to diversity recognition months or their career journey. Through these interviews the Company celebrates individual team members and delves into their experiences, challenges, and accomplishments and why they choose to build their career with Northwest Pipe Company.

 

Peer Recognition: impACT, the Company’s peer-to-peer recognition program, allows coworkers to nominate those who have gone above and beyond while displaying one of the ACT values of Accountability, Commitment, and Teamwork. Nominees are recognized on the Company’s internal employee recognition web platform where they can be celebrated by all employees.

    
 
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CORPORATE GOVERNANCE

 

Northwest Pipe Company’s Board of Directors and management have committed themselves to establishing a strong corporate governance environment and to adopting best practices to meet the needs and goals of the Company. As part of that commitment, the Company has adopted Corporate Governance Principles, which cover such topics as qualifications and independence of Board members, the selection, orientation, and continuing education of Board members, as well as other topics designed to promote effective governance by the Board. The Company has also adopted a Code of Business Conduct and Ethics, which applies to all employees, officers, and directors of the Company. It sets forth guidance to help in recognizing and dealing with ethical issues, to provide mechanisms for reporting unethical conduct, and to promote a culture of honesty and accountability, and a Code of Ethics for Senior Financial Officers, which applies to senior financial officers and sets forth guidance to deter wrongdoing, promote honest and ethical conduct, and promote a culture of integrity and fairness. Copies of the Corporate Governance Principles, Code of Business Conduct and Ethics, and Code of Ethics for Senior Financial Officers are available on the Company’s website at www.nwpipe.com under “Investors” — “Corporate Governance,” or by writing to the Company’s Corporate Secretary, Northwest Pipe Company, 201 NE Park Plaza Drive, Suite 100, Vancouver, Washington 98684.

 

The Company has also adopted a Policy for Reporting Financial Irregularities (“Whistleblower Policy”), which is intended to create a workplace environment that encourages the highest standards of ethical, moral, and legal business conduct. The Whistleblower Policy establishes procedures for any person to confidentially and anonymously report violations, by any of the Company’s personnel, of the Code of Business Conduct and Ethics or any laws, rules, or regulations without fear of retaliation. The Whistleblower Policy also contains procedures for submission of complaints involving the Company’s accounting practices and financial internal controls.

 

DIRECTOR ELECTIONS

 

While directors are elected by a plurality of votes cast, the Company’s Corporate Governance Principles include a director resignation policy, requiring a director who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall submit to the Board of Directors a letter of resignation for consideration by the Nominating and Governance Committee. The Nominating and Governance Committee shall recommend to the Board the action to be taken with respect to such offer of resignation. The Board shall act promptly with respect to each such letter of resignation and publicly disclose its decision and rationale within 90 days following certification of the shareholder vote.

 

DIRECTOR INDEPENDENCE

 

The current Board of Directors consists of seven directors, one of whom is currently employed by the Company (Mr. Montross). The Board has affirmatively determined that all of the other directors (Mss. Julian and Lockridge and Messrs. Franson, Larson, Paschal, and Roman) are “independent” in accordance with the standards of the Nasdaq Stock Market, including standards related to independence for service on the committees on which they serve, and as defined by the director independence guidelines included in the Company’s Corporate Governance Principles.

 

 
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Criteria for Director Independence

For a director to be considered independent, the director must not have any material relationships with Northwest Pipe Company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company, other than as a director or shareholder. Material relationships can include vendor, supplier, consulting, legal, banking, accounting, charitable, and family relationships, among others. The Board of Directors considered all relevant facts and circumstances in making its determination of independence, including the following:

 

 

An independent director or nominee may not have been employed by Northwest Pipe Company or any of its subsidiaries or affiliates at any time during the past three years.

  An independent director or nominee may not accept, or have a family member that accepts, any compensation from Northwest Pipe Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than (i) compensation for board or board member service, (ii) compensation paid to a family member who is an employee (other than an executive officer) of the Company, or (iii) benefits under tax-qualified retirement plan or non-discretionary compensation.
 

An independent director or nominee may not have a family member who is, or at any time during the past three years was, employed by Northwest Pipe Company as an executive officer.

 

An independent director or nominee may not be, or have a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which Northwest Pipe Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than payments arising solely from the investments in the Company’s securities or payments under non-discretionary charitable contribution matching programs.

  An independent director or nominee may not be, or have a family member who is, an executive officer of another entity where an executive officer of Northwest Pipe Company serves, or has served during the past three years, on the compensation committee of such entity.
 

An independent director or nominee may not be, or have a family member who is, a current partner of Northwest Pipe Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years.

 

BOARD LEADERSHIP STRUCTURE AND RISK OVERSIGHT

 

The Company’s Corporate Governance Principles provide that the independent members of the Board of Directors will select a lead director from among the independent directors if the positions of Chairperson of the Board and CEO are held by the same person, if the Chairperson of the Board is not an independent director, or if the Board otherwise determines that a lead director is appropriate. The responsibilities of the Chairperson of the Board include the following: set Board meeting agendas in collaboration with the CEO; preside at Board meetings and the annual shareholders meeting; assign tasks to the appropriate committees; serve as an ex-officio member of each Board committee; and ensure that information flows openly between the management and the Board. The responsibilities of the lead director include the following: coordinate the activities of the independent directors; make recommendations to the CEO in setting Board meeting agendas on matters concerning the independent directors; prepare the agenda for executive sessions of the independent directors, chair those sessions, and be primarily responsible for communications between the independent directors and the CEO; evaluate, along with the members of the Compensation Committee, the performance of the CEO; assist the Nominating and Governance Committee in the annual self-evaluation of the Board; recommend to the Chairperson of the Board the retention of consultants, as necessary or appropriate, who report directly to the Board; advise the Chairperson of the Board as to the quality, quantity, and timeliness of information sent to the Board; consult with other members of the Board as to recommendations for Board and committee membership and chairpersons of the Board committees, and interview Board candidates; and perform such other duties as the Board may from time to time designate.

 

 
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Mr. Roman, who has served as the Chairperson of the Board since January 2013, was not “independent” within the meaning of the applicable rules of the Nasdaq Stock Market until October 1, 2021 because of his previous employment with the Company. Mr. Franson was appointed as the Board’s Lead Director in August 2016 while Mr. Roman was not considered “independent” within the meaning of the applicable rules of the Nasdaq Stock Market. Despite Mr. Roman now meeting the definition of “independent,” the Board has determined to retain Mr. Franson’s Lead Director designation, as a reflection of the Board’s commitment to principles of independence.

 

Boards Role in Risk Oversight

The Board of Directors oversees management’s Company-wide risk management activities which include assessing and taking actions necessary to manage risks incurred in connection with the long-term strategic direction of the Company and the operation of its business. The Board uses its committees to assist in its risk oversight function.

 

While senior management has primary responsibility for managing risk, the Board of Directors has responsibility for risk oversight with specific risk areas delegated to relevant Board Committees who report on their deliberations to the Board. The specific risk areas of focus for the Board and each of its Committees are summarized below. The Board relies on senior management to keep it informed with respect to the nature of risks facing the Company and how the Company is managing those risks.

 

Board/Committee

 

Primary Areas of Risk Oversight

Full Board

Safety and employee welfare

 

Risk governance framework, including an enterprise-wide culture that supports appropriate risk awareness and the identification, escalation, and appropriate management of risk

  Integrity, ethics, and compliance with its Code of Business Conduct
  General strategic, commercial, operational, and economic risks
  Financial projections including liquidity management
  Strategic acquisition transactions, including execution and integration, and the competitive landscape for such acquisitions
 
Legal risks such as those arising from litigation, environmental, and intellectual property matters
  Review of any other material transactions such as agreements involving corporate indebtedness, legal settlements or structure, commitments, or partnerships

Audit Committee

Risk management practices, including data protection and cybersecurity

  Compliance with regulatory requirements
  Ensure the mitigation of certain financial risks
  Review the external auditor’s qualifications and independence
  Treatment of any complaints regarding accounting, internal control, or auditing matters through the anonymous submission process, when applicable
  Accounting compliance oversite including the Company’s integrity over financial internal controls systems and disclosures
  Review of material findings of any examinations conducted by federal, state, or other agencies
  Review of transactions with related persons

Compensation

Committee

Human capital management matters

Compensation plans, programs, and arrangements and other employment practices and policies
  Recruitment and retention of key talent
  Labor compliance
  Executive compensation
  Maintaining remuneration framework

 

 
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Board/Committee   Primary Areas of Risk Oversight

Environmental

and Social
Governance
Committee
Diversity and inclusion
Environmental stewardship
Social responsibility and sustainability
Corporate philanthropic activities

Nominating and

Governance

Committee

Identification of qualified candidates for membership on the Board of Directors
Review of corporate governance developments for the purpose of recommending to the Board of Directors corporate governance practices, including revisions to the Company’s Corporate Governance Principles
Board training and onboarding
  Recommending committee membership to the Company’s Board of Directors
  Succession planning
  Executive share ownership requirements and insider trading compliance

 

Cyber-related Risks

The Board of Directors acknowledges the Company operates in a business environment encumbered by the increased risk of cyberattacks. The Audit Committee is responsible for oversight of the Company’s cybersecurity program and discusses the topic at least quarterly. The Audit Committee is involved with the review of management’s risk assessment process and formulation of policies and procedures to prevent, detect, and to the extent it could become applicable in the future, mitigate the effects of a discovered breach. The Board’s expertise in risk assessment has been further enhanced with the Audit Committee chairperson earning a certification in cybersecurity risk, providing the Company with the appropriate oversight to this evolving threat. The Audit Committee believes that the Company’s efforts require continuous review due to the speed in which these types of criminal behaviors evolve, and due to the inherent risk with cybersecurity, that maintaining insurance is necessary to help protect the residual operational and financial risks involved which are not otherwise mitigated.

 

BOARD OF DIRECTORS MEETINGS

 

Regular attendance at the Company’s Board of Directors meetings and the Annual Meeting is expected of each director. The Board held six meetings during 2023, in addition to adopting unanimous written consents in lieu of a meeting. Each of the directors attended more than 75% of the total number of Board and applicable Committee meetings during their tenure in 2023. In addition, all of the directors serving at that time attended the Company’s 2023 Annual Meeting of Shareholders.

 

 
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BOARD OF DIRECTORS COMMITTEES

 

The Board of Directors has an Audit Committee, a Compensation Committee, an Environmental and Social Governance Committee, and a Nominating and Governance Committee. Each of the Committees consists of independent directors and each of the Committees has adopted a written charter which is available on the Company’s website at www.nwpipe.com under “Investors” — “Corporate Governance.” The table below lists the current membership of each Committee.

 

Board Member

Audit Committee Compensation Committee Environmental and Social Governance Committee Nominating and Governance Committee

Michael Franson

 
+
   

Amanda Julian

   
+

 

Keith Larson

✔ 

+

     
Irma Lockridge    (1)    (1)

John Paschal

 

 

 (2)  
+
Richard Roman        

 

 

+

Committee chairperson
  (1) Irma Lockridge was appointed to the Compensation Committee and the Nominating and Governance Committee in April 2023.
  (2) John Paschal served on the Compensation Committee through June 2023.

 

Audit Committee

The Audit Committee of the Board of Directors is responsible for the oversight and monitoring of: the integrity of the Company’s financial reporting process, financial internal control systems, accounting and legal compliance, and the integrity of the financial reporting; the qualifications, independence, and performance of the independent auditors; the Company’s compliance with applicable legal and regulatory requirements; oversight of risk management practices, including data protection and cybersecurity; and the maintenance of open and private, if necessary, communication among the independent auditors, management, legal counsel, and the Board. The Audit Committee met eight times in 2023. Each member of the Audit Committee is “independent” as defined by applicable SEC and Nasdaq Stock Market rules. The Board has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” as defined by the rules of the SEC.

 

Compensation Committee

The Compensation Committee of the Board of Directors is responsible for the oversight and determination of executive compensation by reviewing, recommending, and approving salaries and other compensation of the Company’s executive officers, and administering the Company’s equity incentive and compensation plans, including reviewing, recommending, and approving equity incentive and compensation awards to executive officers. In addition, the Compensation Committee is responsible for recommending to the Board the level and form of compensation and benefits for all nonemployee directors; administering the Company’s Incentive Compensation Recovery Policy; oversight of the Company’s human capital management matters; and reviewing, recommending, and taking action upon any other compensation practices or policies of the Company as the Board may request or the Committee may determine to be appropriate. The Compensation Committee has sole authority to retain and terminate a compensation consultant to assist in the evaluation of executive compensation. The Compensation Committee met four times in 2023, in addition to adopting unanimous written consents in lieu of a meeting. Each member of the Compensation Committee is “independent” as defined by applicable Nasdaq Stock Market rules.

 

 
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Environmental and Social Governance Committee

The Environmental and Social Governance (ESG) Committee of the Board of Directors is responsible for providing oversight and support of the Company’s environmental, health, diversity, and safety compliance policies, programs, and initiatives, and its commitment to environmental, health, diversity, and safety, corporate social responsibility, social governance, sustainability, and other related public policy matters (collectively, “ESG Matters”) relevant to the Company. The ESG Committee monitors the Company’s general strategy relating to ESG Matters, the Company’s communication plans with employees, investors, and other stakeholders of the Company with respect to ESG Matters, the Company’s developments relating to, and improving its understanding of, ESG Matters, and the Company’s compliance with certain ESG Matter-related legal and regulatory requirements. The ESG Committee met four times in 2023. Each member of the ESG Committee is “independent” as defined by applicable Nasdaq Stock Market rules.

 

Nominating and Governance Committee

The Nominating and Governance Committee of the Board of Directors recommends to the Board corporate governance principles for the Company, identifies qualified candidates for membership to the Board, and proposes nominees for election. The Nominating and Governance Committee met five times in 2023. Each member of the Nominating and Governance Committee is “independent” as defined by applicable Nasdaq Stock Market rules.

 

COMMUNICATIONS WITH DIRECTORS

 

Any shareholder who wants to communicate with members of the Board of Directors, individually or as a group, may do so by writing to the intended member or members of the Board, c/o Chairperson of the Board, Northwest Pipe Company, 201 NE Park Plaza Drive, Suite 100, Vancouver, Washington 98684. Communications should be sent by overnight or certified mail, return receipt requested. All communications will be submitted to the intended member(s) of the Board in a timely manner.

 

Nominations by Shareholders

In identifying qualified candidates for the Board of Directors, the Nominating and Governance Committee will consider recommendations by shareholders. Shareholder recommendations as to candidates for election to the Board may be submitted to the Company’s Corporate Secretary, Northwest Pipe Company, 201 NE Park Plaza Drive, Suite 100, Vancouver, Washington 98684. The Nominating and Governance Committee will evaluate potential nominees, including candidates recommended by shareholders, by reviewing qualifications, considering references, and reviewing and considering such other information as the members of the Nominating and Governance Committee deem relevant.

 

The Company’s Bylaws permit shareholders to make nominations for the election of directors, if such nominations are made pursuant to timely notice in writing to the Company’s Secretary. To be timely, in accordance with the Company’s Bylaws as amended effective December 14, 2023, notice must be delivered to, or mailed to and received at, the principal executive offices of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. If the date of the annual meeting of shareholders is more than 30 days prior to, or more than 60 days after, the first anniversary of the date of the preceding year’s annual meeting, to be timely, a shareholder’s notice must be received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting and (ii) the 10th day following the day on which public disclosure of the date of the meeting is first made by the Company. Any nominations for the 2025 Annual Meeting of Shareholders must be received by the Company not later than March 15, 2025.

 

 
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Any nominations by shareholders must also comply with the timing, disclosure, procedural and other requirements as set forth in the Company’s Bylaws, as well as any other applicable requirements set forth in Exchange Act Rule 14a‑19, including that the nominating shareholder actually solicit holders of shares representing at least 67% of the voting power of the shares entitled to vote in the Company’s election of directors. A shareholder’s notice of nomination must set forth certain information specified in the Company’s Bylaws concerning each person the shareholder proposes to nominate for election and the nominating shareholder, and the shareholder and its nominee must undertake to provide supplemental information, agreements and questionnaires, as described in greater details in the Company’s Bylaws. The Company’s Bylaws, as amended effective December 14, 2023, expanded and clarified these notice and information requirements, along with certain other procedural matters.

 

AUDIT COMMITTEE REPORT

 

The Audit Committee reports to and acts on behalf of the Board of Directors and is comprised solely of directors who satisfy the independence, financial literacy, and other requirements set forth in the listing rules of the Nasdaq Stock Market and applicable securities laws. In addition, each member of the Audit Committee qualifies as an “audit committee financial expert” as defined by the rules of the SEC.

 

The Audit Committee operates under a written charter, approved and adopted by the Board of Directors, which sets forth its duties and responsibilities. This charter, which is available in full on the Company’s website at www.nwpipe.com under “Investors” — “Corporate Governance”, is reviewed annually and updated, as appropriate, to address changes in regulatory requirements, authoritative guidance, evolving oversight practices, and investor feedback.

 

The Audit Committee’s primary duties and responsibilities are the oversight and monitoring of:

 

 

the integrity of the Company’s financial reporting process, financial internal control systems, accounting and legal compliance, and the integrity of the financial reporting of the Company;

 

the qualifications, independence, and performance of the Company’s independent auditors;

 

the compliance by the Company with applicable legal and regulatory requirements;

 

oversight of risk management practices, including the Company’s data protection practices and cybersecurity program; and

 

the maintenance of an open and private, if necessary, communication among the independent auditors, management, legal counsel, and the Board of Directors.

 

Management is responsible for preparing the Company’s financial statements and maintaining effective internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s financial statements in accordance with applicable auditing standards and issuing a report thereon, and for performing an independent audit of the effectiveness of the Company’s internal controls over financial reporting. In this context, the Audit Committee performed the following:

 

 

met with Moss Adams, who has served as the Company’s independent registered public accountants since 2016, with and without management present, to review and discuss the Company’s audited financial statements and assessment of the Company’s internal control over financial reporting, as well as the critical audit matters addressed during the audit;

 

asked management and Moss Adams questions relating to such matters and discussed with Moss Adams the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”), including Auditing Standard No. 1301, “Communications with Audit Committees”;

 

reviewed the terms of the audit engagement, the overall audit strategy, timing of the audit, and significant risks identified; and

 

reviewed the critical accounting policies and practices applied by the Company in preparation of its financial statements, and critical accounting estimates and significant unusual transactions affecting the Company’s financial statements.

 

 
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CORPORATE GOVERNANCE

 

Based on the reviews and discussions described in this report, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2023 for filing with the SEC.

 

The Audit Committee’s responsibilities also include monitoring the qualifications, independence, and performance of the Company’s independent auditors. In reviewing the auditor’s performance, the Audit Committee considers the quality and efficiency of the services provided by the audit team and reviews and discusses the auditor’s most recent PCAOB inspection report and its system of quality control. The Committee also reviews and discusses proposed staffing levels and the selection of the lead engagement partner from the independent registered public accounting firm. Further, the Audit Committee recognizes the importance of maintaining the independence of the Company’s auditor, both in fact and in appearance. For 2023, the Audit Committee received and reviewed the written disclosures and letter provided by Moss Adams as required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and the Audit Committee discussed with the independent accountants that firm’s independence. The Audit Committee concurs with Moss Adams’ conclusion that they are independent from the Company and its management.

 

Respectfully submitted by the Audit Committee of the Board of Directors.

 

AUDIT COMMITTEE

Keith Larson, Chairperson

Michael Franson

Richard Roman

 

 
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PROPOSAL #1: ELECTION OF DIRECTORS

 

PROPOSAL #1: ELECTION OF DIRECTORS

 

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YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

 

At the Annual Meeting, three directors will be elected, each to serve for a three-year term. Unless otherwise specified on the proxy, it is the intention of the persons named in the proxy to vote the shares represented by each properly executed proxy for the election of the nominees named below. The Board of Directors believes that the nominees will stand for election and will serve if elected as a director. However, if the person nominated by the Board fails to stand for election or is unable to accept election, the proxies will be voted for the election of such other person as the Board may recommend.

 

The Company’s Articles of Incorporation and Bylaws provide that the Board of Directors shall be composed of not less than six and not more than nine directors. The size of the Board is currently fixed at seven directors. Under the Company’s Articles of Incorporation and Bylaws, the Company’s directors are divided into three classes, with each class to be as nearly equal in number as possible. The term of office of only one class of directors expires each year, and their successors are generally elected for terms of three years, and until their successors are elected and qualified. The term of a director elected by the Board to fill a vacancy expires at the next annual shareholders’ meeting. There is no cumulative voting for election of directors.

 

The Nominating and Governance Committee has responsibility for identifying director nominees who collectively have the complementary experience, qualifications, skills, and attributes to guide the Company and function effectively as a Board. The Nominating and Governance Committee believes that the nominees presented in this proxy have the key personal attributes that are important to an effective Board of Directors: integrity, candor, analytical skills, willingness to engage management and each other in a constructive and collaborative fashion, and ability and commitment to devote significant time and energy to serve on the Board and its committees. The Company considers the following specific experiences, qualifications, and skills to be critical in light of its strategic priorities, business objectives, operations, and structure.

 

 
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PROPOSAL #1: ELECTION OF DIRECTORS

 

DIRECTOR SKILLS AND QUALIFICATIONS

 

STRATEGIC SKILLS

 

Industries, End Markets, and Growth Areas. Experience in industries, end markets, and growth areas that the Company serves enables a better understanding of the issues facing these businesses.

 

Manufacturing Experience. Growing sales outside of the engineered steel pressure pipe water transmission market, particularly in the precast concrete and engineered solutions market, is one of the Company’s long-term growth strategies. Hence, exposure to manufacturing economies is an important qualification for Company directors.

 

Regulated Industries/Government Experience. The Company’s customers and project stakeholders are subject to a broad array of government regulations, and demand for products and services can be impacted by changes in law or regulation in areas such as safety, environmental, and energy efficiency. It is important to have directors with experience in government and regulated industries that provide insight and perspective in working constructively and proactively with governments and municipalities.

 

Innovation and Technology. The Company strives to lead the industry in water transmission and infrastructure innovation. Expertise in product development, testing, and introduction is critical to continuing new growth paths for the Company’s business.

 

Human Capital. The Company is committed to developing its human capital, including culture, health and safety, and diversity and inclusion. Experience managing a large workforce brings understanding to the oversight of one of the Company’s key resources.

 

Marketing. Driving growth in existing and new markets is critical for Company growth. The Company’s directors who have that expertise and a much-desired perspective in marketing will aid in delivery of the Company’s products and services.

 

CORE COMPETENCIES

 

Senior Leadership Experience. Experience serving as CEO or a senior executive as well as hands-on leadership experience in core management areas – such as strategic and operational planning, financial reporting, compliance, risk management, and leadership development – provide a practical understanding of complex organizations.

 

Risk Management. In light of the Board of Directors’ role in risk, the Company seeks directors who can help identify, manage, and mitigate key risks, including cybersecurity, regulatory compliance, competition, brand integrity, human capital, climate change, and intellectual property.

 

Financial Expertise. The Company believes an understanding of finance and financial reporting processes is important for its directors to enable them to monitor and assess the Company’s operating and strategic performance and to ensure accurate financial reporting and robust controls. Northwest Pipe Company seeks directors with background and experience in capital markets, corporate finance, mergers and acquisitions, accounting, and financial reporting.

 

Cybersecurity. Experience in cybersecurity, intelligence, and data protection, including U.S. cybersecurity policy and the U.S. Government’s cybersecurity efforts and cybersecurity threats, contribute to the Board’s oversight of cybersecurity risks.

 

Public Company Board Experience. Service on the boards and board committees of other public companies provides an understanding of corporate governance practices and trends and insights into board management, relations between the board, the CEO, and senior management, agenda setting, and succession planning.

 

 
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PROPOSAL #1: ELECTION OF DIRECTORS

 

BOARD SKILLSET MATRIX

 

 

Scott Montross

(CEO)

Michael Franson

(Lead Director)

Amanda Julian

Keith Larson

Irma Lockridge

John Paschal

Richard Roman

(Chairperson)

Strategic Skills

             

Industries, End Markets, and Growth Areas

Manufacturing Experience

Regulated Industries/Government Experience

Innovation and Technology

Human Capital

Marketing

Core Competencies

             

Senior Leadership Experience

Risk Management

Financial Expertise

Cybersecurity

Public Company Board Experience (current | past)

 

Technical Expertise (direct hands-on experience or subject-matter expert during his/her career)

 

Managerial Expertise (expertise derived through direct managerial experience)

 

Working Knowledge (experience derived through serving as a member of a relevant board committee or serving as an executive officer or on the board of a public company in the relevant industry)

 

NOMINEES AND CONTINUING DIRECTORS

 

The following table sets forth the names of and certain information about the Board of Directors’ nominees for election as a director and those directors who will continue to serve after the Annual Meeting.

 

Nominees

Age

Director

Since

Expiration of

Current Term

Expiration of

Nominated Term

Amanda Julian 48 2020 2024 2027
Keith Larson 66 2007 2024

2027

Richard Roman 72 2003 2024 2027

Continuing Directors

       
Michael Franson 69 2016 2025  

Irma Lockridge

51

2023

2025

 
Scott Montross 59 2013 2026  
John Paschal 65 2019 2026  

 

 
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PROPOSAL #1: ELECTION OF DIRECTORS

 

NOMINEES FOR DIRECTOR

 

AMANDA JULIAN, PHD, MA
   
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Years of Service: 4
Age: 48
Committees:
• Environmental and Social Governance Committee - Chairperson
• Nominating and Governance Committee
Independent: Yes
Other directorships: None
 
Specific Experience, Qualifications, Attributes, and Skills:
 
Extensive experience with organizational development and strategic human capital
 
Deep experience in strategic planning, communications, leadership management, and finance gained through senior leadership positions
 
Broad experience with corporate governance issues
Board of Director Tenure:
Amanda Julian has been a director of the Company since July 2020.
Business Experience:
Ms. Julian has been a senior partner of NeoPsy Systems, a firm specializing in management and organizational psychology, since June 2001. Ms. Julian has over 20 years of experience working with investors and top-level senior executives in building great companies. Ms. Julian provides investor and management teams with an understanding of how to maximize leadership effectiveness and build value creation through long-term strategic planning. Specifically, Ms. Julian specializes in applied research to assist in executive selection, executive development, organizational assessment, and strategic planning.
Education:
Ms. Julian holds a PhD and MA in Industrial Psychology from Bowling Green State University and obtained her undergraduate degree from the University of Colorado Boulder.

 

KEITH LARSON
   
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Years of Service: 17
Age: 66
Committees:
• Audit Committee - Chairperson
• Compensation Committee
• Environmental and Social Governance Committee
Independent: Yes
Other directorships: None
 
Specific Experience, Qualifications, Attributes, and Skills:
 
Extensive management, operational, technology, networking, and cybersecurity experience as well as corporate governance for a multinational public company
 
Deep understanding of public policy and global economic indicators, risk assessment, and financial administration gained through leadership positions in Asia and western Europe
 
Significant expertise in manufacturing, product design, and supply chain management
Board of Director Tenure:
Keith Larson has been a director of the Company since May 2007.
Business Experience:
Mr. Larson served on the board of directors of Rogers Corporation, a publicly-held company, from December 2020 to May 2023, and is an advisor to other privately-held companies. Mr. Larson was a Vice President of Intel Corporation and Senior Managing Director of Intel Capital, until his retirement after 22 years in April 2019. As a Managing Director of Intel Capital, Mr. Larson managed a team of investment professionals focused on identifying, making, and managing strategic investments. Mr. Larson formerly served on the board of regents of a university and on a state government council, which oversaw approximately $80 billion in investments.
Education:
Mr. Larson attended UCLA and holds a BS in Business Administration, Accounting (Cum Laude) from the University of Southern California.
 
 
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PROPOSAL #1: ELECTION OF DIRECTORS

 

RICHARD ROMAN
   
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Years of Service: 21
Age: 72
Committees:
• Audit Committee

Independent: Yes

Other directorships: None

CHAIRPERSON

 
Specific Experience, Qualifications, Attributes, and Skills:
 
Extensive understanding of Company organization through previous tenure as the Company’s President and CEO
 
Deep experience in corporate finance, insurance and risk management, mergers and acquisitions, capital markets, government regulations, and employee benefits
 
Significant expertise in manufacturing operations, budgeting, planning, strategy, communications, and regulatory issues
Board of Director Tenure:
Richard Roman has been a director of the Company since January 2003 and the Chairperson of the Board since January 2013.
Business Experience:
Mr. Roman served as the Company’s CEO from March 2010 until December 2012 and as the Company’s President from October 2010 until December 2012. Previously, Mr. Roman was the President of Columbia Ventures Corporation, a private investment company which historically has focused principally on the international metals and telecommunications industries. Prior to joining Columbia Ventures Corporation in 1992, Mr. Roman was a partner at Coopers & Lybrand, an independent public accounting firm.
Education:
Mr. Roman holds a BA in History and Economics from Grinnell College and an MBA from the University of Chicago.

 

CONTINUING DIRECTORS

MICHAEL FRANSON

   
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Years of Service: 19
Age: 69
Committees:
• Audit Committee
• Compensation Committee - Chairperson
Independent: Yes
Other directorships: None
LEAD DIRECTOR
 
Specific Experience, Qualifications, Attributes, and Skills:
 
Significant management and finance experience gained through senior leadership positions
 
Extensive experience with merger and acquisition transactions
 
Expertise in information technology
 
Deep understanding of corporate finance including investment banking, financial analysis, capital fundraising, and financial advisory services
Board of Director Tenure:
Michael Franson has been a director of the Company since August 2016. Mr. Franson previously served on the Board from 2001 until 2005, and again from 2007 until 2014.
Business Experience:
Mr. Franson has served as an independent consultant advising clients on mergers and acquisitions and strategic financial matters since July 2016 and as a Senior Advisor for Harrison Co., a boutique investment banking firm, since 2021. From 2014 to 2016, Mr. Franson was Managing Director and Global Head of Technology M&A at KPMG Corporate Finance LLC. From 2005 to 2014, Mr. Franson was a co-founder and President of St. Charles Capital LLC, an investment banking firm focused on mergers and acquisitions, raising private capital, and providing financial advisory services for middle-market companies across the United States. From 2000 to 2005, Mr. Franson was a Managing Director at the Wallach Company, which was subsequently sold to KeyCorp, the parent of KeyBanc Capital Markets.
Education:
Mr. Franson holds a BS in Marketing from California State University at Chico and an MBA in Finance from the University of Oregon, Charles H. Lundquist College of Business.
 
 
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PROPOSAL #1: ELECTION OF DIRECTORS

 

IRMA LOCKRIDGE
   
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Years of Service: 1
Age: 51
Committees:
• Compensation Committee
• Nominating and Governance Committee
Independent: Yes
Other directorships: Trinity Capital (NASDAQ: TRIN)
 
Specific Experience, Qualifications, Attributes, and Skills:
 
Extensive experience in human resources, talent management, organizational design, and executive compensation
 
Strong experience in strategy development, systems, and corporate communication
 
Deep expertise in leadership development, succession planning, fostering corporate culture, and diversity, equity, and inclusion
 
Broad experience in financial management, information technology systems, cybersecurity, and manufacturing processes
Board of Director Tenure:
Irma Lockridge has been a director of the Company since February 2023.
Business Experience:
Ms. Lockridge has served as the Chief People and Systems Officer at CoorsTek, a global engineered ceramics manufacturer, since April 2016. Ms. Lockridge’s responsibilities include leading the human resources function, corporate communications, and information systems. Prior to CoorsTek, Ms. Lockridge served as senior vice president of human resources in several businesses including Newell Brands, Western Union, TeleTech, and Colorado Casualty/Liberty Mutual Insurance. Ms. Lockridge has previous experience on both publicly traded and private company boards, and currently serves on the Board of Directors of Trinity Capital.
Education:
Ms. Lockridge holds a BA in Management from the Wharton Business School at the University of Pennsylvania and has attended several leadership academies at the Harvard Business School.

 

SCOTT MONTROSS
   
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Years of Service: 11
Age: 59
Committees: None
Independent: No
Other directorships: None
 
Specific Experience, Qualifications, Attributes, and Skills:
 
Extensive commercial and operational experience in the steel industry through various executive positions and his current tenure as the Company’s President and CEO
 
In-depth understanding of industry manufacturing, critical infrastructure, product design and development, and supply chain logistics
 
Significant management and finance experience including corporate reporting, accounting, controls, and mergers and acquisitions
Board of Director Tenure:
Scott Montross has been a director of the Company since January 2013.
Business Experience:
Mr. Montross has served as President and CEO of the Company since January 2013. Mr. Montross joined the Company in May 2011 and served as the Company’s Executive Vice President and Chief Operating Officer until December 2012. Prior to joining the Company, Mr. Montross spent a total of 24 years in the steel industry. Mr. Montross served as Executive Vice President, Flat Products Group for EVRAZ North America’s Oregon Steel Division from 2010 to 2011, as Vice President and General Manager of EVRAZ North America from 2007 to 2010, as Vice President of Marketing and Sales for Oregon Steel Mills, Inc. from 2003 to 2007, and as Vice President of Marketing and Sales for National Steel Corporation from 2002 to 2003.
Education:
Mr. Montross holds a BA in Liberal Arts from Colgate University.
 
 
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PROPOSAL #1: ELECTION OF DIRECTORS

 

JOHN PASCHAL
   
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Years of Service: 5
Age: 65
Committees:
• Compensation Committee
• Environmental and Social Governance Committee
• Nominating and Governance Committee - Chairperson
Independent: Yes
Other directorships: None
 
Specific Experience, Qualifications, Attributes, and Skills:
 
Extensive understanding of the steel manufacturing industry
 
Broad experience with human capital, operations, and governance issues gained through hands-on leadership
 
Significant expertise in manufacturing, product design and development, supply chain, and logistics
Board of Director Tenure:
John Paschal has been a director of the Company since August 2019.
Business Experience:
Mr. Paschal was the President of the Temtco Steel Division of Kloeckner Metals Corporation until his retirement in December 2020. Mr. Paschal and his late uncle, Bill Taylor of Taylor Machine Works, co-founded Temtco Steel in 1979 with an emphasis on high-strength steel and value-added services. Temtco Steel was sold to Kloeckner Metals in 2008.
Education:
Mr. Paschal holds a BS in Business Administration from Mississippi State University.

 

BOARD COMPOSITION

 

The Company’s Corporate Governance Principles specify that the criteria used by the Nominating and Governance Committee in the selection, review, and evaluation of possible candidates for vacancies on the Board of Directors should include factors relating to whether the candidate would meet the definition of “independent” as well as skills, occupation, and experience in the context of the needs of the Board. All candidates for election to the Board must be individuals of character, integrity, and honesty. The Company does not have a formal policy with respect to the consideration of diversity in identifying director candidates; however, the Nominating and Governance Committee Charter includes diversity as one of several criteria in recommending and reviewing a director nominee candidate. From time to time, the Nominating and Governance Committee has employed a third party to help identify or screen prospective directors and may continue to do so at its discretion.

 

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PROPOSAL #1: ELECTION OF DIRECTORS

 

The Company believes that, in addition to diversity of personal characteristics and experiences, diversity of service tenures on the Board of Directors also facilitates effective Board oversight. Directors with many years of service to Northwest Pipe Company provide the Board with a deep knowledge of the Company, while newer directors lend fresh perspectives.

 

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Board Diversity Matrix

The following chart summarizes certain self-identified personal characteristics of Northwest Pipe Company directors, in accordance with Nasdaq listing Rule 5605(f). The chart only includes information regarding (1) directors nominated for reelection at the Annual Meeting and (2) directors continuing in office. Each term used in the table has the definition provided in the rule and related instructions. To see the Company’s Board Diversity Matrix as of April 27, 2023, please see the Company’s proxy statement filed with the SEC on April 27, 2023.

 

Board Size As of April 25, 2024
Total Number of Directors  7
 

Female

Male

Gender Identity

   

Directors

2

5

Demographic Background

   

Hispanic or Latinx

1

-

White

1

5

 

 
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PROPOSAL #1: ELECTION OF DIRECTORS

 

DIRECTOR COMPENSATION

 

The Compensation Committee is responsible for recommending to the Board of Directors the level and form of compensation and benefits for directors. Mr. Montross, as a member of the Board who is also an employee, does not receive additional compensation for serving as director. In June 2023, the Compensation Committee, with the assistance of management, considered broad market-based survey data and recommended that certain nonemployee director compensation elements be increased.

 

For nonemployee directors, the Compensation Committee has approved the following director compensation:

 

   

Effective Prior to

June 2023

   

Effective

June 2023

 

Chairperson of the Board annual retainer

  $ 120,000     $ 125,000  

Annual retainer, except for Chairperson of the Board

    50,000       55,000  

Lead Director

    25,000       25,000  

Audit Committee Chairperson

    17,000       20,000  

Audit Committee non-chair member

    6,000       8,000  

Compensation Committee Chairperson

    10,000       12,000  

Compensation Committee non-chair member

    3,600       6,125  
Environmental and Social Governance Committee Chairperson     10,000       10,000  
Environmental and Social Governance Committee non-chair member     3,000       5,000  

Nominating and Governance Committee Chairperson

    10,000       10,000  

Nominating and Governance Committee non-chair member

    3,000       5,000  

 

In addition, each nonemployee director receives an annual award of $75,000 payable solely in shares of the Company’s Common Stock pursuant to the Company’s equity incentive plan. The members of the Board of Directors are also reimbursed for travel expenses incurred in attending board meetings and out-of-pocket expenses related to board education.

 

DIRECTOR COMPENSATION TABLE

 

The following table reflects compensation earned by the directors for the year ended December 31, 2023, with the exception of Mr. Montross, CEO, whose compensation is included in the Summary Compensation table on page 41.

 

Name

 

Fees Earned or Paid in Cash

   

Stock Awards (1)

   

Total

 

Michael Franson

  $ 95,500     $ 75,000     $ 170,500  

Amanda Julian

    66,500       75,000       141,500  

Keith Larson

    79,863       75,000       154,863  
Irma Lockridge (2)     59,713       94,400       154,113  

John Paschal (3)

    68,300       75,000       143,300  

Richard Roman

    129,500       75,000       204,500  

 

 

(1)

On April 8, 2023, 682 shares of Common Stock were granted to Ms. Lockridge in connection with her recent appointment to the Board. On June 22, 2023, 2,537 shares of Common Stock were granted to Mss. Julian and Lockridge and Messrs. Franson, Larson, Paschal, and Roman. The amount included in this column represents the amount recognized by the Company in 2023 for financial statement reporting purposes for the fair value of the Common Stock awarded. The assumptions used to calculate the grant date fair value for the stock awards are in Note 14 of the Notes to Consolidated Financial Statements in Part II – Item 8. “Financial Statements and Supplementary Data” of the 2023 Annual Report to Shareholders.

 

(2)

Irma Lockridge was appointed to the Board in February 2023, and appointed to the Compensation Committee and the Nominating and Governance Committee in April 2023.
  (3) John Paschal served on the Compensation Committee through June 2023.

 

 
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PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

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YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

 

In accordance with Section 14A of the Exchange Act, the Board of Directors is asking shareholders to approve an advisory resolution on executive compensation. The advisory vote is a non-binding vote on the compensation of the Named Executive Officers. The vote is not intended to address any specific item of compensation, but rather the overall compensation of the Named Executive Officers and the philosophy, policies, and practices described in this Proxy Statement. The text of the resolution is as follows:

 

“RESOLVED, that the shareholders of Northwest Pipe Company approve, on an advisory basis, the compensation paid to the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders pursuant to the executive compensation disclosure rules of the SEC, including the Executive Compensation Discussion and Analysis, compensation tables, and narrative disclosure.”

 

The Company urges you to read the disclosure under “Executive Compensation Discussion and Analysis” below which discusses how the Company’s compensation policies and procedures implement its compensation philosophy. You should also read the Summary Compensation table and other related compensation tables and narrative disclosure which provide additional details about the compensation of the Named Executive Officers for 2023. The Company has designed its executive compensation structure to attract, retain, and motivate executives who can accomplish the Company’s business strategy, and whose interests are aligned with those of the Company’s shareholders. The Company believes that its executive compensation program does not encourage excessive and unnecessary risk-taking by the executives but, rather, encourages the executives to remain focused on both the short-term and long-term operational and financial goals of the Company.

 

While the Company intends to carefully consider the voting results of this proposal, the final vote is advisory in nature and therefore not binding on the Company, its Board of Directors, or the Compensation Committee.

 

The Company currently holds its advisory vote on executive compensation annually. Accordingly, the next advisory vote on executive compensation will be held at the 2025 Annual Meeting of Shareholders.

 

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

 

This compensation discussion and analysis provides information about the Company’s compensation program for its Named Executive Officers:

 

 

Scott Montross, President and Chief Executive Officer

 

Aaron Wilkins, Senior Vice President, Chief Financial Officer, and Corporate Secretary

 

Miles Brittain, Executive Vice President (1)

 

Eric Stokes, Senior Vice President and General Manager of Engineered Steel Pressure Pipe (2)

  Michael Wray, Senior Vice President and General Manager of Precast Infrastructure and Engineered Systems (3)

 

 

(1)

Mr. Brittain was promoted to Senior Vice President of Operations in February 2020 and to Executive Vice President in May 2021.

 

(2)

Mr. Stokes was promoted to Senior Vice President of Sales and Marketing, Water Transmission in February 2020 and to Senior Vice President and General Manager of Engineered Steel Pressure Pipe in May 2021.

  (3) Mr. Wray was promoted to Vice President and General Manager of Geneva Pipe in February 2020 and to Senior Vice President and General Manager of Precast Infrastructure and Engineered Systems in November 2021.

 

Further information about each of the executive officers is available in Part III – Item 10. “Directors, Executive Officers and Corporate Governance” of the 2023 Annual Report to Shareholders.

 

 
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PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

EXECUTIVE COMPENSATION OVERVIEW

 

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WHAT THE COMPANY DOES

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WHAT THE COMPANY DOESN’T DO

Pay for Performance. The Company closely aligns pay and performance, with a significant portion of target total direct compensation at-risk. The Compensation Committee validates this alignment annually and ensures performance-based compensation represents a significant portion of executive compensation.

No Guaranteed Annual Salary Increases or Bonuses. Annual salary increases are based on evaluations of individual performance and the competitive market. In addition, the Company does not provide guarantees on cash bonus or incentive stock awards.

Robust Performance Goals. The Company establishes clear and measurable financial goals as well as safety targets and holds its executives accountable for achievement to earn a payout under the incentive plans. The Company uses operational metrics for incentive compensation plans and performance-based long-term incentives to drive top- and bottom-line growth over multiple time frames.

No Excise Tax Gross-Ups and No Accelerated Bonus Payments Upon Change in Control (“CIC”). Excise tax gross-ups are not provided for any executive officers. Plans provide that stock awards outstanding upon a CIC would be paid based on time/performance through the CIC dates.

Claw Back Practices. Require the recoupment of incentive compensation from Section 16 officers for a financial restatement consistent with Nasdaq listing standards.

No Excessive Risks. Compensation practices are appropriately structured and avoid incentivizing employees to engage in excessive risk-taking.

Maximum Payout Caps for Incentive Plans. Annual cash incentive compensation plan and equity performance plan payouts are capped.

No Incentivizing of Short-Term Results to the Detriment of Long-Term Goals and Results. Pay mix is heavily weighted toward long-term incentives aligned with shareholder interests.

Robust Stock Ownership Requirements. The Company requires executive officers to hold meaningful amounts of stock in multiple(s) of annual salary.

No Excessive Perks. The Company does not provide perquisites except in cases where there is a compelling business or security reason.

   

No Hedging or Pledging. The Company does not allow directors, officers, or employees to hedge its stock.

 

COMPENSATION PHILOSOPHY AND OBJECTIVES

 

The Board of Directors and executive management at the Company believe that the performance and contribution of their executive officers are critical to the Company’s overall success. To attract, retain, and motivate the executives to accomplish the Company’s business strategy, the Compensation Committee establishes executive compensation policies and oversees executive compensation practices at the Company.

 

The Compensation Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of the Company’s specific annual and long-term goals, and which aligns executives’ interests with those of the shareholders by rewarding performance that exceeds established goals, with the ultimate objective of improving shareholder value.

 

 
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PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

The Compensation Committee also evaluates compensation programs to ensure that the Company maintains its ability to attract, retain, and motivate superior employees in key positions and that compensation provided to key employees remains competitive when compared with other employment opportunities. The Compensation Committee believes the Company’s executive compensation packages should include both cash and share-based compensation that reward performance as measured against established goals.

 

Process for Setting Executive Compensation

The Compensation Committee reviews and approves the salaries and other compensation of the Company’s executive officers, including the compensation levels and pay mix for the executives.

 

 

The Compensation Committee exercises business judgment in determining the appropriate level and mix of executive compensation; cash compensation is used to provide a base salary, and to incentivize and reward executives based on their contributions to the Company, and equity-based compensation is used to tie the interests of the executives to the interests of the Company’s shareholders. There is no pre-established policy or target for the allocation between either cash and noncash or short-term and long-term incentive compensation, which enables the Compensation Committee the flexibility to adjust allocations dynamically as business conditions warrant.

 

The Compensation Committee uses qualitative individual performance objectives as a factor in making its decisions. The Compensation Committee and the CEO annually review the performance of each executive officer (other than the CEO whose performance is reviewed by the Compensation Committee after an evaluation from the Chairperson). Based on these reviews, the Compensation Committee makes compensation decisions, including salary adjustments and annual discretionary incentive compensation awards, for the executive officers.

 

The Compensation Committee evaluates and considers the Company’s annual performance within the context of its long-term strategic plan, identifying areas in which expectations were exceeded, achieved, or fell below stated goals. The structure of all incentive compensation plans is reviewed periodically to assure their linkage to the current objectives, strategies, and performance goals. Compensation practices are appropriately structured and avoid incentivizing employees to engage in excessive risk-taking.

 

The Compensation Committee evaluates and considers a variety of growth and profitability measures relative to historical performance and future internal plans for awarding performance-based cash incentive compensation.

 

The Compensation Committee evaluates and considers performance criteria for awarding equity incentive awards.

 

The Compensation Committee generally does not utilize specific benchmark levels. Rather, the Compensation Committee considers broad, market-based survey data of comparable companies, such as that provided by Mercer LLC, Equilar, CompAnalyst, Willis Towers Watson, and WorldatWork.org, in addition to the review of the proxy data of peer companies when assessing the competitiveness of compensation levels and pay mix for the CEO, CFO, and other executives.

 

From time to time, the Compensation Committee has retained independent consultants to advise the Committee on executive or director compensation matters, to assess total compensation program levels and program elements for executive officers or directors, and to evaluate marketplace trends in executive or director compensation. The Compensation Committee retained an independent consultant, Willis Towers Watson, in 2023 to perform a market review of executive compensation and incentive plans.

 

Advisory Vote on Executive Compensation

Each year the Compensation Committee submits to shareholders an advisory resolution on executive compensation, and carefully considers the voting results of this proposal, though the final vote is advisory in nature and therefore not binding on the Company. The Company’s shareholders expressed strong support for the executive compensation program in the advisory vote at the 2023 Annual Meeting of Shareholders. Based upon these results, the Compensation Committee has determined to follow the shareholders’ recommendation by continuing its present compensation policies and practices.

 

 
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PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

ELEMENTS OF COMPENSATION

 

The principal targeted components of compensation for executive officers were as follows for the year ended December 31, 2023:

 

g1elementsofcompensation2024.jpg

 

The weighting of each of the components of compensation reflected in the Summary Compensation table on page 41 for the CEO and other NEOs was as follows for the year ended December 31, 2023:

 

g2componentsofcompensation20.jpg

 

Base Salary

Northwest Pipe Company provides executive officers and other employees with a base salary to compensate them for services rendered during the fiscal year. Base salaries are determined for each executive based on their experience, position, and responsibilities, and take into consideration market data of comparable executive positions and comparable companies as well as market employment conditions including the effects of compensation inflation. In addition, the Company considers the individual performance of each executive, and conducts internal reviews of each executive’s compensation, to ensure equity among executive officers. Salary levels are typically reviewed annually as part of the Company’s performance review process as well as upon a promotion or other change in job responsibility. Merit-based increases to salaries are based on the Compensation Committee’s assessment of the individual executive’s performance in conjunction with recommendations provided by the CEO.

 

Base salary is reflected in the ‘Salary’ column in the Summary Compensation table on page 41.

 

 
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PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

Performance-Based Cash Incentive Compensation

Northwest Pipe Company provides, from time to time, incentive compensation to retain, incentivize, and reward employees for high performance and achievement of corporate goals. The incentive compensation program provides for an award of cash incentive compensation to executive officers and others as a reward for the Company’s growth, profitability, and safety performance, and places a significant percentage of each executive officer’s compensation at risk. Awards are based on the Company’s achievement of certain financial performance measures and total recordable incident rate.

 

In 2023, each Named Executive Officer was awarded a short-term incentive plan providing for cash payments for the achievement of certain levels of adjusted income before income taxes and total recordable incident rate for the 2023 fiscal year. Adjusted income before income taxes is calculated by adjusting the Company’s income before income taxes as reported in its audited financial statements for certain events that occur during the year, such as the acquisition of businesses, the sales of significant capital assets, or other extraordinary or unusual developments. For 2023, the Company’s income before income taxes was adjusted for the estimated settlement of an employee matter. The Company’s total recordable incident rate is calculated in accordance with OSHA’s record keeping requirements.

 

The following scale shows the payout as a percentage of base salary that may be awarded. Payouts for performance between the rankings are interpolated on a straight-line basis:

 

90% of Payout Based on Adjusted Income Before Income Taxes Performance in 2023

  10% of Payout Based on Total Recordable Incident Rate Performance in 2023  

Payout as a Percentage of Base Salary for the Chief Executive Officer

  Payout as a Percentage of Base Salary for the Chief Financial Officer and Executive Vice President  

Payout as a Percentage of Base Salary for the other Named Executive Officers

> $42,250,000

    < 2.5    

200%

    120%    

100%

 

$32,500,000

    2.8    

100%

    60%    

50%

 

$16,250,000

    3.3    

50%

    30%    

25%

 

< $16,250,000

    > 3.3    

0%

    0%    

0%

 

 

Cash payments under this short-term incentive plan were made in March 2024, and were determined by multiplying base salary times the payout percentage of 102.9% for Mr. Montross, 61.7% for Messrs. Wilkins and Brittain, and 51.4% for Messrs. Stokes and Wray.

 

Performance-based cash incentive compensation is reflected in the ‘Non-Equity Incentive Plan Compensation’ column in the Summary Compensation table on page 41.

 

Discretionary Compensation

Northwest Pipe Company provides, from time to time, discretionary compensation in recognition of an executive officer’s or other employee’s success in attaining results that delivered value to the Company, or for other reasons as determined appropriate by the Compensation Committee.

 

In 2023, no discretionary cash compensation was awarded.

 

Discretionary compensation is reflected in the ‘Bonus’ column in the Summary Compensation table on page 41.

 

Equity Incentive Awards

Northwest Pipe Company provides equity incentive awards to executive officers and certain designated key employees. The equity incentive awards are designed to ensure that the executive officers and key employees have a continuing stake in the Company’s success. In addition, the awards emphasize pay-for-performance. Terms and conditions of the awards are determined on an annual basis by the Compensation Committee.

 

 
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PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

When granted, RSUs are service-based and entitle the holder to receive Common Stock at the end of the vesting period (generally over periods up to three years), subject to continued employment. RSUs are designed to attract and retain executive officers and others by providing them with the benefits associated with the increase in the value of the Common Stock during the vesting period, while incentivizing them to remain with the Company long-term.

 

When granted, PSAs are service-based awards with a performance-based vesting condition. PSAs serve several purposes. They have value to the holder only if the goals are achieved during their performance measurement period, and they serve as a retention tool because the performance measurement periods generally extend over one year. Additionally, the holders benefit further if they are successful in increasing the value of the Company’s Common Stock. When PSAs are granted, they typically include vesting conditions that entitle the holder to receive between zero and 200 percent of the target award. Payouts for performance between the rankings will be interpolated on a straight-line basis.

 

In 2023, each Named Executive Officer received an award of PSAs and RSUs valued at an amount equal to a specific percentage of their respective annual base salary, with 75 percent of each award represented by PSAs and 25 percent of each award represented by RSUs.

 

The PSAs awarded in 2023 will vest based on the Company’s EBITDA Margin before extraordinary or unusual items (“EBITDA Margin Performance”) over the measurement period. The following scale shows the adjustment to the number of PSAs that may be awarded following the measurement period:

 

EBITDA Margin Performance

 

Payout as a Percentage of Target Award

>16.9%

   

200%

 

12.0%

   

100%

 

9.0%

   

50%

 

<9.0%

   

0%

 

 

One-third of the PSAs awarded in 2023 vested on April 1, 2024 based on EBITDA Margin Performance for the 2023 fiscal year; the actual number of shares of Common Stock that were issued was determined by multiplying the PSAs by a payout percentage of 90%. One-third of the PSAs will vest on March 31, 2025 based on EBITDA Margin Performance for the 2023-2024 fiscal years and one-third of the PSAs will vest on March 31, 2026 based on EBITDA Margin Performance for the 2023-2025 fiscal years. In the event a “change in control” of the Company (as defined in the Performance Share Unit Agreement) occurs at any time prior to March 31, 2026, the PSAs will become immediately vested for a number of shares based on the performance results obtained through the date of the change in control, unless provisions were made for the substitution, assumption, exchange, or other continuation or settlement of the PSAs, or if the Performance Share Unit Agreement would otherwise continue in accordance with its terms in the circumstances.

 

One-third of the RSUs awarded in 2023 vested on January 15, 2024, and one-third of the RSUs will vest on January 15, 2025 and January 15, 2026, based upon continued service with the Company on that date. In the event a “change in control” of the Company (as defined in the RSU Agreement) occurs at any time prior to January 15, 2026, a pro-rata number of RSUs will be calculated based on time elapsed between the most recently achieved vesting date and the next succeeding vesting date as of the date of the change in control, and those RSUs will be immediately vested, unless provisions were made for the substitution, assumption, exchange, or other continuation or settlement of the RSUs, or if the RSU Agreement would otherwise continue in accordance with its terms in the circumstances.

 

Equity incentive awards are reflected in the ‘Stock Awards’ column in the Summary Compensation table on page 41. These amounts represent the target value of the award issued, but not what was actually received by the Named Executive Officer.

 

 
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PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

Retirement Benefits

Northwest Pipe Company offers a qualified 401(k) defined contribution plan. The ability of executive officers to participate fully in this plan is limited under IRS and ERISA requirements. The qualified 401(k) defined contribution plan encourages employees to save for retirement by investing on a regular basis through payroll deductions. The retirement benefits include Company contributions to a qualified 401(k) defined contribution plan.

 

Retirement benefits are reflected in the ‘All Other Compensation’ column in the Summary Compensation table on page 41.

 

Perquisites and Other Personal Benefits

Northwest Pipe Company provides executive officers with limited perquisites and other personal benefits that it and the Compensation Committee believe are reasonable and consistent with the Company’s overall compensation program to better enable it to attract, retain, and motivate employees for key positions. The Company is selective in its use of perquisites, utilizing perquisites that are commonly provided, the value of which is generally modest. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to executive officers. The primary perquisites are life insurance premiums and phone allowance.

 

Perquisites and other personal benefits are reflected in the ‘All Other Compensation’ column in the Summary Compensation table on page 41.

 

EXECUTIVE COMPENSATION AND RISK

 

Northwest Pipe Company believes its executive compensation programs do not encourage excessive and unnecessary risk-taking by the executive officers because its programs are designed to encourage the executive officers to remain focused on both the short-term and long-term operational and financial goals of the Company. The Company achieves this balance through a combination of elements in its overall compensation plans, including: elements that reward different aspects of short-term and long-term performance; incentive compensation that rewards performance on a variety of different measures; awards that are paid based on results averaged out over several years; and awards paid in cash and awards paid in shares of the Company’s stock, to encourage better alignment with the interests of shareholders. Additionally, annual compensation decisions for executive officers are influenced by the review of the performance of each executive officer by the Compensation Committee, including an evaluation of the officers’ commitment to promoting effective internal controls and legal and regulatory compliance. The Company believes this helps to ensure “the tone at the top” deters unnecessary risk-taking.

 

Northwest Pipe Company’s performance-based equity incentive awards contain a provision that allows the Company to recapture amounts paid to the Named Executive Officers under certain circumstances. If the Company’s financial statements are the subject of a restatement due to misconduct, to the extent permitted by governing law, in all appropriate cases, the Company will seek reimbursement of excess share compensation granted under the agreements for the relevant years. For purposes of this provision, excess share compensation means the positive difference, if any, between (i) the award paid to the Named Executive Officer and (ii) the award that would have been paid to the Named Executive Officer had the award been calculated based on the Company’s financial statements as restated.

 

In addition, in June 2023, pursuant to mandates set forth in Rule 10D‑1 of the Exchange Act, the SEC approved the Nasdaq amended listing standard that requires issuers to adopt and comply with written clawback policies subjecting any incentive compensation (including both cash and equity compensation) paid to any current or former executive officer to recoupment if the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements, without regard to any fault or misconduct. The Company adopted its Incentive Compensation Recovery Policy on September 14, 2023 that is consistent with the Nasdaq amended listing standard.

 

 
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PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

Stock Ownership and Anti-Hedging/Pledging Policy

The Nominating and Governance Committee of the Board of Directors has adopted a stock ownership policy because it believes it is in the best interests of the Company and its shareholders to align the financial interests of the executive officers and directors with those of the Company’s shareholders. Under the policy, the directors are expected to accumulate and own shares having a market value equal to three times their annual cash retainer; the CEO is expected to accumulate and own shares having a market value equal to three times his base salary; and each of the other Named Executive Officers is expected to accumulate and own shares having a market value equal to either one or two times their base salary, depending on their position with the Company. Each executive officer or director has five years to accumulate the expected ownership level beginning from their date of hire or promotion. Until such ownership is achieved, each executive officer or director is required to retain 100% of net after-tax shares issued upon vesting of equity incentive awards. In addition, executive officers and directors are expressly prohibited from engaging in hedging transactions related to the Company’s stock, including trading in publicly-traded options, puts, calls, or other derivative instruments related to the Company’s stock, and from pledging the Company’s stock as collateral for a loan.

 

 
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PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

SUMMARY COMPENSATION

 

The following table reflects compensation for the Named Executive Officers for the years ended December 31, 2023, 2022, and 2021. The SEC’s calculation of total compensation, as shown in the Summary Compensation table set forth below, includes several items that are driven by accounting and actuarial assumptions, which are not necessarily reflective of compensation actually realized by the Named Executive Officers in a particular year.

 

Name and Principal Position

Year  

Salary

   

Bonus

   

Stock Awards (1)

   

Non-Equity Incentive Plan Compensation

   

All Other Compensation

   

Total ($)

 
                                                   

Scott Montross

2023

  $ 700,793     $ -     $ 977,844     $ 720,939     $ 14,748 (2)   $ 2,414,324  

Director, CEO, and President

2022

    642,675       -       977,851       899,745       13,748 (2)      2,534,019  

2021

    607,331       -       876,489       446,907       13,148 (2)     1,943,875  
                                                   

Aaron Wilkins

2023

    391,250       -       365,012       241,499       12,270 (3)     1,010,031  

Senior Vice President, CFO, and Corporate Secretary

2022

    355,000       -       310,237       355,000       11,259 (3)     1,031,496  

2021

    320,000       -       259,241       168,195       10,717 (3)      758,153  
                                                   
Miles Brittain

2023

    391,250       -       365,012       241,499       16,536 (3)     1,014,297  

Executive Vice President

2022

    358,750       -       310,237       358,750       14,696 (3)      1,042,433  

2021

    327,417       -       255,012       172,093       13,981 (3)      768,503  
                                                   
Eric Stokes

2023

    342,285       -       327,539       176,063       14,009 (2)      859,896  

Senior Vice President of SPP

2022

    322,905       -       278,411       322,905       12,954 (2)      937,175  

2021

    297,515       -       231,635       156,377       12,277 (2)     697,804  
                                                   

Michael Wray

2023

    338,575       -       312,709       174,154       14,958 (3)     840,396  

Senior Vice President of Precast

2022

    308,275       -       265,803       308,275       11,676 (3)      894,029  

2021

    263,333       -       125,009       138,411       11,096 (3)      537,849  

 

 

(1)

The amounts included in this column represent the aggregate grant date fair value of RSUs and PSAs granted during the years reported in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used to calculate the grant date fair value for the stock awards are in Note 14 of the Notes to the Consolidated Financial Statements included in Part II – Item 8. “Financial Statements and Supplementary Data” of the 2023 Annual Report to Shareholders. These amounts do not correspond to the actual value that will be recognized by the Named Executive Officers.

 

(2)

Includes amounts paid by the Company for contributions to the qualified 401(k) defined contribution plan and life insurance premiums.

 

(3)

Includes amounts paid by the Company for contributions to the qualified 401(k) defined contribution plan, life insurance premiums, and a monthly phone allowance.

 

 
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PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

2023 GRANTS OF PLAN-BASED AWARDS

 

The following table sets forth, for each of the Named Executive Officers, the performance-based incentive awards granted for the year ended December 31, 2023.

 

     

Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)

   

Estimated Future Payouts Under Equity Incentive Plan Awards

   

All Other Stock Awards: Number of Shares of Stock or Units (#)

   

Grant Date Fair Value of Stock Awards (4)

 

Name

Grant Date

 

Threshold

($)

   

Target

($)

   

Maximum

($)

   

Threshold

(#)

   

Target

(#)

   

Maximum

(#)

         

Scott Montross

Non-Equity Award

  $ -     $ 700,793     $ 1,401,586                                          

04/08/2023

(2)                           -       25,814       51,628             $ 733,376  
 

04/08/2023

(3)                                                   8,605       244,468  
                                                                   

Aaron Wilkins

Non-Equity Award

    -       234,750       469,500                                          

04/08/2023

(2)                           -       9,636       19,272               273,759  
 

04/08/2023

(3)                                                   3,212       91,253  
                                                                   
Miles Brittain

Non-Equity Award

    -       234,750       469,500                                          

04/08/2023

(2)                            -       9,636       19,272               273,759  
 

04/08/2023

(3)                                                    3,212       91,253  
                                                                   
Eric Stokes

Non-Equity Award

    -       171,143       342,285                                          

04/08/2023

(2)                            -       8,647       17,294               245,661  
 

04/08/2023

(3)                                                    2,882       81,878  
                                                                   

Michael Wray

Non-Equity Award

    -       169,288       338,575                                          

04/08/2023

(2)

                          -       8,255       16,510               234,525  
 

04/08/2023

(3)                                                    2,752       78,184  

 

 

(1)

These columns show the possible payouts for each Named Executive Officer under the short-term incentive plans based on the goals set in December 2022. Additional information is included in the Executive Compensation Discussion and Analysis, and detail regarding actual awards under the short-term incentive plan is reported in the Summary Compensation table on page 41.

 

(2)

Awards represent the PSAs granted under the equity incentive plan. The methodology applied in determining these awards and how they are earned is discussed under “Equity Incentive Awards” above.

 

(3)

Awards represent the RSUs granted under the equity incentive plan. The methodology applied in determining these awards and how they are earned is discussed under “Equity Incentive Awards” above.

 

(4)

The amount included in this column represents the aggregate grant date fair value of awards granted in accordance with FASB ASC Topic 718. The assumptions used to calculate the grant date fair value for the stock awards are in Note 14 to the Consolidated Financial Statements included in Part II – Item 8, “Financial Statements and Supplementary Data” of the 2023 Annual Report to Shareholders.

 

 
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PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

 

The following table sets forth, for each of the Named Executive Officers, the equity awards made to each such Named Executive Officer that were outstanding as of December 31, 2023.

 

   

Stock Awards

 

Name

 

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)

   

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)

 

Scott Montross

    64,395     $ 1,948,593  

Aaron Wilkins

    22,169       670,834  

Miles Brittain

    22,128       669,592  
Eric Stokes     19,883       601,660  
Michael Wray     18,022       545,346  

 

(1)

The following table sets forth, for each of the Named Executive Officers, the number of shares outstanding as of December 31, 2023 for each of the equity incentive plan awards granted.

 

   

PSAs granted

March 18,

2021 (a)

 

RSUs granted

March 18,

2021 (b)

 

PSAs granted

June 16,

2022 (c)

 

RSUs granted

June 16,

2022 (d)

 

PSAs granted

April 8,

2023 (e)

 

RSUs granted

April 8,

2023 (f)

 

Scott Montross

  6,581   2,194   15,901   5,300   25,814   8,605  

Aaron Wilkins

  1,947   648   5,045   1,681   9,636   3,212  

Miles Brittain

  1,915   639   5,045   1,681   9,636   3,212  

Eric Stokes

  1,739   579   4,527   1,509   8,647   2,882  

Michael Wray

  939   313   4,322   1,441   8,255   2,752  

 

 

(a)

These PSAs were granted on March 18, 2021 and vest based on the Company’s EBITDA Margin Performance over the measurement period. These PSAs vested on April 1, 2024, based on EBITDA Margin Performance for the 2021-2023 fiscal years; the actual number of shares of Common Stock that were issued was determined by multiplying the PSAs by a payout percentage of 123%.

 

(b)

These RSUs were granted on March 18, 2021 and vested on January 15, 2024.

 

(c)

These PSAs were granted on June 16, 2022 and vest based on the Company’s EBITDA Margin Performance over the measurement period. One-half of these PSAs vested on April 1, 2024 based on EBITDA Margin Performance for the 2022-2023 fiscal years; the actual number of shares of Common Stock that were issued was determined by multiplying the PSAs by a payout percentage of 110%. One-half of these PSAs will vest on March 31, 2025, based on EBITDA Margin Performance for the 2022-2024 fiscal years.

 

(d)

These RSUs were granted on June 16, 2022. One-half of these RSUs vested on January 15, 2024, and subject to continued employment, one-half of these RSUs will vest on January 15, 2025.

  (e) These PSAs were granted on April 8, 2023 and vest based on the Company’s EBITDA Margin Performance over the measurement period. One-third of these PSAs vested on April 1, 2024 based on EBITDA Margin Performance for the 2023 fiscal year; the actual number of shares of Common Stock that were issued was determined by multiplying the PSAs by a payout percentage of 90%. One-third of these PSAs will vest on March 31, 2025, based on EBITDA Margin Performance for the 2023-2024 fiscal years and one-third of these PSAs will vest on March 31, 2026, based on EBITDA Margin Performance for the 2023-2025 fiscal years.
  (f) These RSUs were granted on April 8, 2023. One-third of these RSUs vested on January 15, 2024, and subject to continued employment, one-third of these RSUs will vest on January 15, 2025 and January 15, 2026.

 

(2)

Market value is based on the closing market price of $30.26 of the Company’s Common Stock on December 29, 2023.

 

 
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PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

2023 OPTION EXERCISES AND STOCK VESTED

 

The following table sets forth, for each of the Named Executive Officers, the number of shares acquired upon vesting of stock awards during 2023 and the related value realized upon such vesting. There were no issued, vested, or outstanding stock options during 2023.

 

   

Stock Awards

 

Name

 

Number of Shares Acquired on Vesting (#) (1)

   

Value Realized on Vesting ($) (2)

 

Scott Montross

    39,445     $ 1,264,626  

Aaron Wilkins

    11,948       383,072  

Miles Brittain

    11,821       379,006  

Eric Stokes

    10,691       342,779  
Michael Wray     6,871       220,392  

 

 

(1)

This column shows the number of shares acquired on vesting in 2023 by the Named Executive Officers. The actual number of shares received by these individuals from shares vested in 2023 (net of shares used to cover the applicable income taxes, if so elected) was as follows: Mr. Montross – 23,670, Mr. Wilkins – 6,160, Mr. Brittain – 7,039, Mr. Stokes – 6,378, and Mr. Wray – 4,091.

 

(2)

The value realized on vesting is based on the closing market price multiplied by the number of shares of stock vested on the applicable vesting date.

 

2023 NONQUALIFIED DEFERRED COMPENSATION

 

The following table sets forth, for each of the Named Executive Officers, the earnings generated by the investments within the Deferred Compensation Plan, which was frozen in 2016, and the balance of each Named Executive Officer’s account under the Plan for the year ended December 31, 2023.

 

Name

 

Aggregate Earnings in Last Fiscal Year (1)

   

Aggregate Balance at Last Fiscal Year-End (2)

 

Scott Montross

  $ 17,415     $ 169,331  

Aaron Wilkins

    -       -  

Miles Brittain

    11,580       63,744  

Eric Stokes

    -       -  
Michael Wray     4,956       26,280  

 

 

(1)

Earnings in the Deferred Compensation Plan were not required to be included in the Summary Compensation Table because the earnings were neither preferential nor above-market.
 

(2)

The Deferred Compensation Plan is frozen and accordingly, no contributions were made during 2021, 2022 or 2023 and, therefore, no amounts in this column have previously been reported in the Summary Compensation Table.

 

EMPLOYMENT AGREEMENTS

 

Northwest Pipe Company has not entered into any employment agreements with its Named Executive Officers.

 

 
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PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

CHANGE IN CONTROL AGREEMENTS

 

Northwest Pipe Company has entered into change in control agreements (the “Agreements”) with certain executive officers. The Agreements for each of the Named Executive Officers is for a term ending July 31, 2024, provided that on July 31, 2024 and each anniversary thereafter, the term of the Agreement will be automatically extended by one year unless either party gives 90 days prior written notice that the term of an agreement shall not be so extended. If a “Change in Control” (as defined in the Agreements and described below) occurs during the term of the Agreements, the Agreements will continue in effect until two years after the Change in Control.

 

If an executive officer’s employment is terminated within two years after a Change in Control either by the Company without “Cause” (as defined in the Agreements and described below) or by the executive officer for “Good Reason” (as defined in the Agreements and described below), the executive officer will be entitled to receive their full base salary through the date of termination and any benefits or awards (both cash and stock) that have been earned or are payable through the date of termination plus (i) a lump sum payment equal to two years’ base salary (three years’ base salary in the case of Mr. Montross and one year’s base salary in the case of Messrs. Stokes and Wray) and (ii) an amount equal to two times the average cash bonuses paid to the executive officer during the previous three years (three times the average cash bonuses during the previous three years in the case of Mr. Montross and one times the average cash bonuses during the previous three years in the case of Messrs. Stokes and Wray). In addition, the executive officer would be entitled to the continuation of health and insurance benefits for certain periods and all outstanding equity compensation awards would immediately become fully vested, unless the award provides different vesting terms on a change in control of the Company. In the event that the payments made to an executive officer would be deemed to be a “parachute payment” under the Internal Revenue Code of 1986, an executive officer may choose to accept payment of a reduced amount that would not be deemed to be a “parachute payment.” If the payment made to an executive officer is deemed to be a “parachute payment”, the executive officer is responsible for the payment of any resulting taxes.

 

If an executive officer’s employment is terminated within two years after a Change in Control either by the Company for Cause or as a result of the executive officer’s disability or death, the executive officer will be entitled to receive their full base salary through the date of termination plus any benefits or awards (both cash and stock) that have been earned or are payable through the date of termination.

 

For purposes of the Agreements, a “Change in Control” includes (i) any merger or consolidation transaction involving the Company, unless the shareholders immediately before such transaction have more than 50% of the combined voting power of the outstanding voting securities of the surviving corporation immediately after the transaction, (ii) the acquisition by any person of 20% or more of the total combined voting power, (iii) the liquidation or the sale or other transfer of substantially all of the Company’s assets, and (iv) a change in the composition of the Board of Directors during any two-year period such that the directors in office at the beginning of the period and/or their successors who were elected by or on the recommendation of two-thirds of the directors in office at the beginning of the period do not constitute at least a majority of the Board. For purposes of the Agreements, “Good Reason” includes, but is not limited to, (i) an adverse change in the executive officer’s status, title, position(s), or responsibilities or the assignment to the executive of duties or responsibilities which are inconsistent with the executive officer’s status, title, or position, (ii) a reduction in the executive officer’s base salary or the failure to pay compensation otherwise due to the executive officer, (iii) a requirement that the executive officer be based anywhere other than within 25 miles of their job location before the Change in Control, (iv) the Company’s failure to continue any compensation or employee benefit plan or program in effect before the Change in Control or any act or omission that would adversely affect the executive officer’s continued participation in any such plan or program or materially reduce the benefits under such plan or program, (v) the Company’s failure to require any of its successors to assume its obligations under the Agreements within 30 days after a Change in Control, and (vi) any material breach of the Agreements by the Company. For purposes of the Agreements, “Cause” means the willful and continued failure to satisfactorily perform the duties assigned to the executive officer within a certain period after notice of such failure is given and commission of certain illegal conduct.

 

 
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PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

 

The following table shows estimates of the potential payments to Named Executive Officers if employment is terminated after a Change in Control either by the Company without Cause or by the executive officer for Good Reason. The amounts shown assume that the employment of each executive was terminated effective as of December 31, 2023. The table does not quantify benefits under plans that are generally available to salaried employees and do not discriminate in favor of Named Executive Officers, including the payment of accrued but unpaid salary, accrued but unused vacation pay, and benefits accrued under the qualified 401(k) defined contribution plan payable upon termination.

 

Name

 

Base Salary

   

Bonus

    Equity Incentive Plan Awards (1)     Health and Insurance Benefits  

Scott Montross

  $ 2,151,270     $ 1,782,310     $ 1,809,398     $ 117,000  

Aaron Wilkins

    800,000       458,387       614,672       55,000  

Miles Brittain

    800,000       460,866       613,189       52,000  

Eric Stokes

    347,200       207,594       551,216       38,000  

Michael Wray

    347,200       193,271       492,209       76,000  

 

 

(1)

The PSAs and RSUs outstanding as of December 31, 2023 were granted on March 18, 2021, June 16, 2022, and April 8, 2023. For the PSAs that vested on March 31, 2024, the actual number of shares of Common Stock that were issued was determined by multiplying the PSAs by a payout percentage of 123%, 110%, and 90% for the PSAs granted in 2021, 2022, and 2023, respectively. For the PSAs that will vest on March 31, 2025 and March 31, 2026, the estimated number of shares of Common Stock that would be issued was determined by multiplying the PSAs by a payout percentage of 110% and 90% for the PSAs granted in 2022 and 2023, respectively. Amounts are calculated based on the price of $30.26, the closing market price for the Company’s Common Stock on December 29, 2023.

 

PAY RATIO DISCLOSURE

 

Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S‑K, a public company is required to disclose the median of the annual total compensation of all employees of a registrant (excluding the CEO), the annual total compensation of that registrant’s CEO, and the ratio of the median of the annual total compensation of all employees to the annual total compensation of the CEO.

 

During 2023, there were no changes to the Company’s employee population or employee compensation arrangements that it believes would significantly impact its pay ratio calculations and disclosure. Accordingly, consistent with SEC regulations, the Company has calculated and presented the pay ratio for 2023, on the basis of the same median employee identified as of December 31, 2022. In determining the median employee, a listing was prepared of the total annual cash compensation of each individual who was employed by the Company, other than the CEO, on December 31, 2022, the last day of the Company’s payroll year (whether employed on a full-time, part-time, or seasonal basis). The Company did not make any assumptions, adjustments, or estimates with respect to total cash compensation, and it did not annualize the compensation for any full-time employees that were not employed by the Company for all of 2022. After identifying the median employee, the Company calculated annual total compensation for such employee using the same methodology used for the Named Executive Officers as set forth in the Summary Compensation table on page 41.

 

The annual total compensation for 2023 for the CEO was $2,414,324, and for the median employee was $68,513. The resulting ratio of the CEO’s annual total compensation to the median employee’s annual total compensation was 35 to 1.

 

The SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and various assumptions and, as a result, the pay ratio reported by the Company may not be comparable to the pay ratio reported by other companies.

 

 
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PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
 

PAY VERSUS PERFORMANCE

 

As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S‑K, the Company is providing the following pay versus performance table and related information which sets forth information concerning the compensation of the Company’s principal executive officer (“PEO”), Scott Montross, the President and CEO, and other NEOs for each of the years ended December 31, 2023, 2022, 2021, and 2020. The Company’s Compensation Committee does not directly use the information in this table or the related disclosures when making compensation decisions. For information regarding the Company’s pay-for-performance philosophy and how the Compensation Committee makes its decisions about NEO pay each year, refer to “Executive Compensation Discussion and Analysis” on page 33.

 

                    Value of Initial Fixed $100 Investment Based On:              

Year

(a)

Summary Compensation Table Total for PEO

(b)

 

Compensation Actually Paid to PEO (1)

(c)
 

Average Summary Compensation Table Total for Non-PEO NEOs (2)

(d)
 

Average Compensation Actually Paid to Non-PEO NEOs (1)(2)

(e)
 

Total Shareholder Return (3)

(f)
 

Peer Group Total Shareholder Return (3)(4)

(g)
 

Net Income (in thousands)

(h)
 

Net Income Before Income Tax (in thousands)

(i)
 

EBITDA Margin (5)

(Supplemental)
 
2023 $ 2,414,324   $ 2,096,903   $ 931,155   $ 840,299   $ 90.84   $ 145.93   $ 21,072   $ 29,279     11.4 %
2022   2,534,019     3,018,741     976,283     1,114,471     101.17     116.71     31,149     41,350     13.6  
2021   1,943,875     1,852,570     758,955     723,332     95.47     134.40     11,523     15,158     9.5  
2020   1,962,273     2,352,277     675,609     757,896     84.96     116.64     19,050     25,634     14.4  

 

 

(1)

SEC rules require certain adjustments be made to the Summary Compensation table totals to determine “compensation actually paid” (“CAP”) as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. The following table details these adjustments for 2023:

 

 

 

 

PEO

 

Average for Non-PEO NEOs

 
    Summary Compensation Table Total $ 2,414,324   $ 931,155  
   
 
Subtract equity awards included in Summary Compensation table total   (977,844 )   (342,568 )
      Add year-end value of equity awards granted in the covered year that remain outstanding and unvested as of year-end   963,406     337,510  
      Change in value of equity awards granted in prior years that remain outstanding and unvested as of year-end   (238,338 )   (68,893 )
      Change in value of equity awards vested in the covered year   (64,645 )   (16,905 )
    Compensation Actually Paid

$

2,096,903   $

840,299

 

 

  (2) The Non-PEO NEOs whose compensation amounts are included for each year are as follows:
    2022 and 2023: Aaron Wilkins, Miles Brittain, Eric Stokes, and Michael Wray
    2021: Aaron Wilkins, William Smith, Miles Brittain, and Eric Stokes
    2020: Aaron Wilkins, William Smith, Miles Brittain, Eric Stokes, and Robin Gantt. In 2020, Robin Gantt retired as Chief Financial Officer, and Aaron Wilkins was appointed to that position, resulting in five Non-PEO NEOs included in average compensation.
  (3) The Company’s total shareholder return (“TSR”) and the peer group TSR for each applicable year is calculated based on a fixed investment of $100 on December 31, 2019 on the same cumulative basis as is used in Item 201(e) of Regulation S‑K.

 

 
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PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

 

(4)

Peer group TSR is weighted according to the respective companies’ stock market capitalization at the beginning of the measurement period, which is December 31, 2019 for each year in the table. The Peer Group reflected in this table, which is used in the Company’s stock performance chart in Part II, Item 5 of its 2023 Annual Report to Shareholders, includes: Ampco-Pittsburgh Corporation, Badger Meter, Inc., DMC Global Inc., L.B. Foster Company, Insteel Industries, Inc., Lindsay Corporation, Luxfer Holdings, PLC, Mueller Water Products, Inc., and Orion Group Holdings, Inc. The Peer Group in the Company’s stock performance chart in Part II, Item 5 of the Company’s 2022 Annual Report to Shareholders was the same as the 2023 Annual Report, except that it also included Circor International, Inc., which was acquired in 2023 and therefore removed from the current year's Peer Group.

 

(5)

EBITDA Margin is supplemental to this disclosure and represents EBITDA as a percentage of total net sales. The Company’s method for calculating EBITDA is to deduct depreciation, amortization, and interest income and expense from the Company’s reported income before income taxes. From that, adjustments to EBITDA are occasionally necessary to consider unusual events or other timing differences. These items typically align with the types of adjustments provided for in the Reconciliation of Non-GAAP Measures which can be found in the Company’s quarterly earnings releases. When the Company adjusts financial measures such as EBITDA, those are considered equally for bonus programs affecting all employees, and as they relate to the compensation of the PEO and other NEOs, require the explicit approval of the Company’s Compensation Committee.

 
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE

 

Compensation Actually Paid and Total Shareholder Return

 

g3capvstsr2024v2_150dpi.jpg
  The Company believes that total shareholder return in 2023 was incumbered by both the material weakness over the Company’s internal control over financial reporting related to the implementation of the enterprise resource planning system for the acquisition of ParkUSA as reported in its 2022 Form 10‑K, as well as coming down from record profitability seen in the precast market in 2022. The Company reported the remediation of the material weakness in its 2023 Form 10‑K and intends to place a greater emphasis in evaluating the systems of future acquisition targets. Regardless of the temporary setback, the Company believes the decision to acquire ParkUSA will prove to provide longer-term shareholder value due to the transformational attributes that business has brought to the Company’s product portfolio.
 

Compensation Actually Paid, Net Income, and Net Income Before Income Tax (“NIBT”)

 

g4capvsnibt2024v2_150dpi.jpg
  Compensation actually paid continues to move in relation with the Company’s profitability, as expected, considering the designs of the Company’s bonus programs are heavily weighted toward obtaining threshold, target, and maximum NIBT levels for the cash-based incentive compensation plan. The Company modified the program in 2023 to include a greater emphasis on employee health and safety, and subsequently experienced a record safety year. New in 2024, the Company’s entire management team now shares a cash flow goal, which it expects over time will improve what it believes to be the single biggest impediment to improved valuation in relation to its Peer Group, and further expanding the Company’s abilities to finance its growth initiatives.

 

 
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PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
 

Compensation Actually Paid and EBITDA Margin

 

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  Compensation actually paid moved in relation with the Company’s profitability, as expected, considering the designs of the Company’s bonus programs are heavily weighted toward obtaining threshold, target, and maximum EBITDA Margins for the equity-based incentive compensation plan. The Company increased its EBITDA Margin target starting in 2021 to account for the greater potential brought on by the larger and more diversified business. Due to the combination of recent growth into precast concrete coupled with improved resiliency achieved in its steel pressure pipe business, the Company continued to raise the bar with the 2023 share grant, increasing threshold performance to 9.0% EBITDA Margin. This represented a significant increase from the threshold performance of 5.8% for the 2021 share grant.
 
RELATIONSHIP BETWEEN TOTAL SHAREHOLDER RETURN OF THE COMPANY AND THE PEER GROUP

 

g6tsrvspeergroup-marketcap20.jpg
 

The Company chose its Peer Group based on relative size as well as industries served. Due to the acquisition of ParkUSA, the Company has included digital water companies which tend to earn a higher trading valuation. The Company believes these peers are representative based on the strategic transformation that the Company intends to realize from recent and future acquisitions coupled with organic growth of the ParkUSA products.

 

The Peer Group TSR is calculated after considering the relative size of the peers based on market capitalization. Evaluated with the ten companies in the Peer Group, Northwest Pipe Company’s rankings suffered significantly in 2023 due to it ranking ninth for the single year as its share price slid back from $33.70 per share as of December 31, 2022 to $30.26 as of December 29, 2023.

 

The Company believes it has made three highly accretive acquisitions since 2018 and that continued success in growing its business will improve the total return realized by its valued shareholders.

 
TABULAR LIST OF THE MOST IMPORTANT MEASURES

 

The only performance measures used by the Company to link executive compensation actually paid to Company performance during the year ended December 31, 2023, in no particular order, are:

 

 

Net Income Before Income Tax
 

Earnings Before Interest, Income Taxes, Depreciation, and Amortization Margin (EBITDA Margin)
  Total Recordable Incident Rate

 

 
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PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

 

Messrs. Franson, Larson, and Paschal and Ms. Lockridge served on the Compensation Committee in 2023, with Mr. Paschal serving until June 2023, and Ms. Lockridge being appointed in April 2023. All members of the Committee were independent directors, and no member has ever been an officer or employee of the Company. During 2023, none of the executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on the Company’s Compensation Committee or Board.

 

COMPENSATION COMMITTEE REPORT

 

The Compensation Committee has reviewed and discussed the foregoing Executive Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee has recommended to the full Board of Directors that the Executive Compensation Discussion and Analysis be included in this Proxy Statement for filing with the SEC.

 

COMPENSATION COMMITTEE

Michael Franson, Chairperson

Keith Larson

Irma Lockridge

 

 
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PROPOSAL #3: RATIFICATION OF THE APPOINTMENT OF MOSS ADAMS LLP

 

PROPOSAL #3: RATIFICATION OF THE APPOINTMENT OF MOSS ADAMS LLP

 

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YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

 

The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. While Northwest Pipe Company is not required by its bylaws or other governing documents or law to seek shareholder ratification of the appointment of Moss Adams LLP as its independent registered public accounting firm, it is doing so as a matter of good corporate governance. If the shareholders do not ratify the selection, the Audit Committee will take the vote into consideration when determining whether or not to retain Moss Adams. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and its shareholders.

 

The Audit Committee believes that the continued retention of Moss Adams as Northwest Pipe Company’s independent registered public accountants is in the best interests of its shareholders.

 

Representatives of Moss Adams are expected to be present at the Annual Meeting and will be given an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

 

DISCLOSURE OF FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Fees for services billed by the Company’s principal accountant, Moss Adams LLP, for the years ended December 31, 2023 and 2022 were as follows:

 

Principal Accountant Service Fees

 

2023

   

2022

 

Audit fees (1)

  $ 1,472,000     $ 1,388,000  

Audit-related fees

    -       -  

Tax fees

    -       -  

All Other fees

    -       -  
                 

Total fees

  $ 1,472,000     $ 1,388,000  

 

 

(1)

Audit fees include fees for the audit of the annual financial statements, including required quarterly reviews, the audit of the Company’s internal control over financial reporting, and services in connection with other regulatory filings. In addition, the Company reimbursed out-of-pocket expenses incurred in the performance of their services of approximately $14,000 and $6,500 to Moss Adams for the years ended December 31, 2023 and 2022, respectively.

 

PRE-APPROVAL PROCESS

 

To help assure independence of the independent auditors, the Audit Committee has established a process for the pre-approval of all audit and permissible non-audit services provided by the independent auditor; provided, however, that de minimis services may instead be approved by the CEO or the CFO. All of the fees shown in the principal accountant fees schedule for 2023 and 2022 were approved in accordance with this policy.

 

 
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ADDITIONAL INFORMATION

 

ADDITIONAL INFORMATION

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

All potential related party transactions must be reported to the Corporate Secretary and, if determined by the Corporate Secretary to constitute a related party transaction, referred for prior approval and oversight by the Audit Committee in accordance with the Company’s Related Party Transactions Policy. In determining whether to approve a related party transaction, the Audit Committee will consider the following factors, among others, to the extent relevant to the related party transaction:

 

 

whether the terms of the related party transaction are fair to the Company and would apply on the same basis if the transaction did not involve a related party;

 

whether there are any compelling business reasons for the Company to enter into the related party transaction and the nature of alternative transactions, if any;

 

whether the related party transaction would impair the independence of an otherwise independent director or nominee for director;

  whether the transaction was undertaken in the ordinary course of business of the Company;
  whether the related party transaction would present an improper conflict of interest for any director, nominee for director, or executive officer of the Company, taking into account the size of the transaction, the overall financial position of the director, nominee for director, executive officer, or other related party, the direct or indirect nature of the director’s, nominee’s, executive officer’s, or other related party’s interest in the transaction and the ongoing nature of any proposed relationship; and
  any other factors the Audit Committee deems relevant.

 

Since January 1, 2023, there has not been any transaction or series of transactions to which Northwest Pipe Company was or is to be a party in which the amount involved exceeds $120,000 and in which any director, executive officer, or holder of more than 5% of the Company’s Common Stock, or members of any such person’s immediate family, had or will have a direct or indirect material interest, other than compensation arrangements with the Company’s executive officers and directors, all on terms described under “Executive Compensation and Risk” above.

 

 
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ADDITIONAL INFORMATION

 

STOCK OWNED BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS

 

The table below sets forth certain information, as of April 11, 2024 except as otherwise noted, regarding the beneficial ownership of the Common Stock by: (i) each person known by the Company to be the beneficial owner of 5% or more of its outstanding Common Stock, (ii) each of the Named Executive Officers, (iii) each of the Company’s directors and the director nominees, and (iv) all directors, director nominees, and executive officers as a group. The address of each of the Named Executive Officers and directors is c/o Northwest Pipe Company, 201 NE Park Plaza Drive, Suite 100, Vancouver, Washington 98684.

 

   

Shares Beneficially Owned (1)

 
   

Shares

   

Percent

 

Certain Beneficial Owners:

               

BlackRock, Inc. (2)

    1,176,547       11.7

%

50 Hudson Yards

               

New York, NY 10001

               

Royce & Associates, LP (3)

    920,534       9.2

%

745 Fifth Avenue

               

New York, NY 10151

               

Dimensional Fund Advisors LP (4)

    755,883       7.5

%

6300 Bee Cave Road, Building One

               

Austin, TX 78746

               

Directors and Nominees:

               

Michael Franson

    19,461       *  

Amanda Julian

    9,320       *  

Keith Larson

    16,914       *  
Irma Lockridge     3,219       *  

John Paschal

    11,629       *  

Richard Roman

    28,871       *  

Named Executive Officers:

               
Scott Montross     131,527       1.3 %

Aaron Wilkins

    25,395       *  

Miles Brittain

    30,358       *  

Eric Stokes

    23,532       *  
Michael Wray     14,933       *  

All directors and executive officers as a group (12 persons):

    326,884       3.3

%

 

 

(*)

Represents beneficial ownership of less than one percent of the outstanding Common Stock.

 

(1)

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting power and investment power with respect to shares.

 

(2)

The information as to beneficial ownership is based on a Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 23, 2024, reflecting its beneficial ownership of Common Stock as of December 31, 2023. The Schedule 13G/A states BlackRock, Inc. has sole voting power with respect to 1,160,579 shares of Common Stock and sole dispositive power with respect to 1,176,547 shares of Common Stock.

 

(3)

The information as to beneficial ownership is based on a Schedule 13G/A filed with the SEC by Royce & Associates, LP on January 24, 2024, reflecting its beneficial ownership of Common Stock as of December 31, 2023. The Schedule 13G/A states Royce & Associates, LP has sole voting and dispositive power with respect to 920,534 shares of Common Stock.

 

(4)

The information as to beneficial ownership is based on a Schedule 13G/A filed with the SEC by Dimensional Fund Advisors LP on February 9, 2024, reflecting its beneficial ownership of Common Stock as of December 29, 2023. The Schedule 13G/A states Dimensional Fund Advisors LP has sole voting power with respect to 743,413 shares of Common Stock and sole dispositive power with respect to 755,883 shares of Common Stock.

 

 
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DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS

 

Pursuant to Rule 14a‑8 under the Exchange Act, some shareholder proposals may be eligible for inclusion in the Company’s 2024 proxy statement. Any such proposal must be received by the Company not later than December 26, 2024 for the 2025 Annual Meeting of Shareholders. Shareholders interested in submitting such a proposal are advised to contact knowledgeable counsel with regard to the detailed requirements of the applicable securities law. The submission of a shareholder proposal does not guarantee that it will be included in the Company’s proxy statement.

 

Alternatively, under the Company’s bylaws, a proposal or nomination that a shareholder does not seek to include in the Company’s proxy statement pursuant to Rule 14a‑8 may be delivered to the Secretary of the Company not later than the close of business on the 90th day, or earlier than the 120th day, prior to the first anniversary of the date of the preceding year’s annual meeting of shareholders; provided, however, that if the date of the annual meeting of shareholders is more than 30 days prior to, or more than 60 days after, the first anniversary of the date of the preceding year’s annual meeting, to be timely, a shareholder’s notice must be received no earlier than the 120th day prior to such annual meeting and no later than the close of business on the later of (i) the 90th day prior to such annual meeting and (ii) the 10th day following the day on which public disclosure of the date of the meeting is first made by the Company. In no event shall the adjournment, recess, postponement, judicial stay or rescheduling of an annual meeting (or the public disclosure thereof) commence a new time period (or extend any time period) for the giving of notice as described above. Based on this year’s annual meeting, such proposals or nominations must be delivered no later than March 15, 2025 for the 2025 Annual Meeting of Shareholders. A shareholder’s submission must include certain specified information concerning the proposal or nominee, as the case may be, and information as to the shareholder’s ownership of Common Stock of the Company. Proposals or nominations not meeting these requirements will not be entertained at the annual meeting. If the shareholder does not also comply with the requirements of Rule 14a‑4(c)(2) under the Exchange Act, the Company may exercise discretionary voting authority under proxies it solicits to vote in accordance with its best judgment on any such proposal or nomination submitted by a shareholder.

 

OTHER MATTERS

 

As of the date of this Proxy Statement, the Board of Directors does not know of any other matters to be presented for action by the shareholders at the Annual Meeting. If, however, any other matters not now known are properly brought before the meeting, the persons named in the accompanying proxy will vote such proxy in accordance with the determination of a majority of the Board.

 

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

 

Although the Company encourages you to read this Proxy Statement in its entirety, this question and answer section is included to provide some background information and brief answers to several questions you might have about the Annual Meeting.

 

Q:

Why is the Company providing these materials?

   

A:

The Company’s Board of Directors is providing these proxy materials to you in connection with the Company’s Annual Meeting of Shareholders, which will take place virtually via webcast on Thursday, June 13, 2024, at 7:00 a.m. Pacific Time. Shareholders are requested to vote on the proposals described in this Proxy Statement.

 

 
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Q:

Where will the Annual Meeting be held and how can I attend?

   

A:

The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. While there will be no physical location, shareholders may participate by visiting www.virtualshareholdermeeting.com/NWPX2024. To participate in the Annual Meeting, you will need your unique 16‑digit control number printed in the box and marked by the arrow on your proxy card or on the voting instructions from your stockbroker, bank, or other nominee that accompanied your proxy materials. If you lose your unique 16‑digit control number in advance of the Annual Meeting, you may join the Annual Meeting as a “Guest”, even without your 16‑digit control number, by visiting www.virtualshareholdermeeting.com/NWPX2024, but you will not be able to vote or ask questions. Attendees will be required to comply with meeting guidelines and procedures available at www.virtualshareholdermeeting.com/NWPX2024.

   
  Access to the webcast will open approximately fifteen minutes prior to the start of the Annual Meeting to allow time for you to log in and test your computer audio system. The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting and are encouraged to access the meeting prior to the start time.
   
  Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/NWPX2024 on the day of the Annual Meeting. Webcast replay of the Annual Meeting will be available shortly after the meeting at www.nwpipe.com.
   

Q:

Why hold a virtual meeting?

   

A:

As part of the Company’s efforts to encourage broader participation in the Annual Meeting, the Company believes that hosting a virtual meeting is in the best interest of the Company and its shareholders. Virtual attendance at the Annual Meeting constitutes presence in person under the Company’s Bylaws.

   

Q:

Will you hold the Annual Meeting of Shareholders virtually next year?

   

A:

The Company will decide whether to hold the 2025 Annual Meeting of Shareholders virtually, in person, or a combination of both once it weighs the benefits and detriments of virtual and in-person meetings following this year’s Annual Meeting.

   

Q:

What information is contained in these materials?

   

A:

The information included in this Proxy Statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of directors and the Company’s most highly paid officers, and other required information.

   

Q:

What proposals will be voted on at the Annual Meeting?

   

A:

There are three proposals scheduled to be voted on at the Annual Meeting:

 

the election of three members of the Board of Directors (Proposal #1);
  the advisory vote on executive compensation (Proposal #2);
  the ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 (Proposal #3).
   
 

The Company will also consider other business that properly comes before the Annual Meeting.

 

 
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Q:

How does the Board of Directors recommend that I vote?

   

A:

The Board of Directors recommends that you vote your shares “FOR” the election of the Board’s nominees for election to the Board of Directors, “FOR” the advisory vote on executive compensation, and “FOR” the ratification of the appointment of Moss Adams LLP.

   

Q:

What shares owned by me can be voted?

   

A:

All shares of the Company’s Common Stock owned by you as of the close of business on April 11, 2024 (the “Record Date”) may be voted by you. You may cast one vote per share of Common Stock that you held on the Record Date. These shares include shares that are: (i) held directly in your name as the shareholder of record, and (ii) held for you as the beneficial owner through a stockbroker, bank, or other nominee.

   

Q:

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

   

A:

Most of the Company’s shareholders hold their shares through a stockbroker, bank, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

   
 

Shareholder of Record

If your shares are registered directly in your name with the Company’s transfer agent, Computershare, you are considered the shareholder of record of those shares and these proxy materials are being sent directly to you by the Company. As the shareholder of record, you have the right to grant your voting proxy directly to the Company as described below under “How can I vote my shares without attending the Annual Meeting?” You are also entitled to attend the Annual Meeting and to vote electronically, as described below under “How can I vote my shares at the Annual Meeting?”

   
 

Beneficial Owner

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker or nominee who is considered the shareholder of record of those shares. As the beneficial owner, you have the right to direct your broker on how to vote. Your broker or nominee has sent you a voting instruction form, instead of a proxy card, which describes how you can direct the broker or nominee to vote your shares. You may submit voting instructions by Internet or telephone, or you may complete and mail a voting instruction form in the enclosed prepaid and addressed envelope. You may also attend the Annual Meeting and vote electronically, as described below under “How can I vote my shares at the Annual Meeting?”

   

Q:

How can I vote my shares at the Annual Meeting?

   

A:

You may vote your shares online during the Annual Meeting. To vote, you will need your unique 16‑digit control number printed in the box and marked by the arrow on your proxy card or on the voting instructions from your stockbroker, bank, or other nominee that accompanied your proxy materials. Instructions on how to vote while participating at the meeting live via the Internet are posted at www.virtualshareholdermeeting.com/NWPX2024. Virtual attendance at the Annual Meeting constitutes presence in person under the Company’s Bylaws.

   
 

Even if you plan to attend the Annual Meeting, the Company recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

 

 
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Q:

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

   

A:

The Company will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting webcast. If you encounter any difficulties accessing the virtual meeting webcast during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.

   

Q:

How can I vote my shares without attending the Annual Meeting?

   

A:

To vote shares held directly in your name as the shareholder of record, without attending the meeting, please sign, date, and return the enclosed proxy card, or follow the instructions for Internet or telephone voting on the enclosed proxy card. This way your shares will be represented whether or not you are able to attend the meeting.

   
  To vote shares held in street name, without attending the meeting, please follow the instructions provided by your broker.
   

Q:

Can I change my vote?

   

A:

You may change your proxy instructions at any time prior to the vote at the Annual Meeting. You may accomplish this by entering a new vote by Internet, by telephone, by delivering a written notice of revocation to the Company’s Corporate Secretary, by granting a new proxy card or new voting instruction card bearing a later date (which automatically revokes the earlier proxy instructions), or by attending the Annual Meeting and voting electronically live via the Internet. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you vote at the meeting.

   

Q:

How are votes counted?

   

A:

In the election of directors, you may vote “FOR” or “WITHHOLD AUTHORITY” from voting for the director nominees. If you vote your shares without providing specific instructions, your shares will be voted “FOR” the nominees for election to the Board of Directors. If you vote to “WITHHOLD AUTHORITY” for a nominee for election as a director, the shares represented will be counted as present for the purpose of determining a quorum, but they will not be counted and will have no effect in determining whether the nominee is elected (though it may influence whether such nominee is asked to resign in accordance with the Company’s Corporate Governance Principles).

   
  With respect to the proposals for the advisory vote on executive compensation and the ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm, you may vote “FOR” or “AGAINST” or “ABSTAIN.” If you vote your shares without providing specific instructions, your shares will be voted in accordance with the recommendations of the Board of Directors. If you vote to “ABSTAIN,” the shares represented will be counted as present for the purpose of determining a quorum, but with respect to any proposal on which there was a vote to “ABSTAIN” they will not be counted and will have no effect in determining whether the proposal is approved.
   
  If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote or votes cast on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained.

 

 
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Under the rules that govern brokers who have record ownership of shares that are held in street name for their clients, brokers have discretion to vote these shares on routine matters but not on non-routine matters. Thus, if you do not otherwise instruct your broker, the broker may turn in a proxy card voting your shares “FOR” routine matters but expressly instructing that the broker is not voting on non-routine matters. A broker non-vote occurs when a broker expressly instructs on a proxy card that the broker is not voting on a matter, whether routine or non-routine. Proposal No. 3 (ratification of Moss Adams LLP) is considered a routine matter, so unless you have provided otherwise, your broker will have discretionary authority to vote your shares on this proposal. Proposals No. 1 (election of directors) and No. 2 (advisory vote on executive compensation) are considered non-routine matters, so unless you have provided instructions to your broker with respect to Proposals No. 1 and 2 your broker will not have authority to vote your shares on any of those proposals and your shares will constitute broker non-votes. Broker non-votes are counted for the purpose of determining the presence or absence of a quorum but are not counted for determining the number of shares entitled to vote or votes cast for or against a proposal.

   

Q:

What is the quorum requirement for the Annual Meeting?

   

A:

The quorum requirement for holding the Annual Meeting and transacting business is a majority of the outstanding shares entitled to be voted. The shares may be present in person or represented by proxy at the Annual Meeting. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. Virtual attendance at the Annual Meeting constitutes presence in person for quorum purposes at the meeting.

   

Q:

What is the voting requirement to approve the proposals?

   

A:

Proposal No. 1: The proposal for the election of the director nominees requires the affirmative “FOR” vote of a plurality of the votes cast in the election.

   
  Proposal No. 2: The proposal for the advisory vote on executive compensation requires the affirmative “FOR” vote of a majority of the votes cast on the proposal.
   
  Proposal No. 3: The proposal for the ratification of the appointment of Moss Adams LLP for the year ending December 31, 2024 requires the affirmative “FOR” vote of a majority of the votes cast on the proposal.
   

Q:

Who are the proxyholders and what do they do?

   

A:

The two people named as proxyholders on the proxy card, Scott Montross, President and CEO, and Richard Roman, Chairperson of the Board, were designated by the Board of Directors. The proxyholders will vote all properly tendered proxies (except to the extent that authority to vote has been withheld) and where a choice has been specified by you as provided in the proxy card, it will be voted in accordance with the instructions you indicate on the proxy card. If you vote your shares without providing specific instructions regarding each of the proposals, your shares will be voted on each proposal as recommended by the Board.

   

Q:

What does it mean if I receive more than one set of proxy materials?

   

A:

You may receive more than one set of proxy materials. For example, if you hold your shares in more than one brokerage account, you may receive a separate set of proxy materials for each brokerage account in which you hold shares. If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one set of proxy materials. Please vote your shares for each set of proxy materials that you receive by following the instructions on the enclosed proxy card.

 

 
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Q:

How may I request multiple sets of proxy materials if two or more shareholders reside in my household?

   

A:

To minimize expenses, one proxy statement and one annual report to shareholders may be delivered to two or more shareholders who share an address unless the Company has received contrary instructions from one or more of the shareholders. The Company will deliver promptly upon written or oral request a separate copy of the proxy statement and annual report to a shareholder at a shared address to which a single copy of the proxy statement and annual report was delivered. Requests for additional copies of the proxy statement and annual report, and requests that in the future separate documents be sent to shareholders who share an address, should be directed by writing to the Company’s Corporate Secretary, Northwest Pipe Company, 201 NE Park Plaza Drive, Suite 100, Vancouver, Washington 98684 or by phone at 360‑397‑6250.

   

Q:

How can I revoke my proxy?

   

A:

You may revoke your proxy at any time before it is voted at the Annual Meeting. In order to do this, you may do any of the following:

  sign and return another proxy card bearing a later date;
  enter a new vote by Internet or by telephone following the instructions on the proxy card;
  provide written notice of the revocation to the Company’s Corporate Secretary, Northwest Pipe Company, 201 NE Park Plaza Drive, Suite 100, Vancouver, Washington 98684, prior to the vote at the Annual Meeting; or