NORTHWEST PIPE CO
For the period ended Dec 31, 2024. Filed Apr 24, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Apr 24, 2025
Contents
Proxy Summary
PROXY SUMMARY
CREATING STAKEHOLDER VALUE
‘Creating Stakeholder Value**’ Section starts on page 7.**
| 59 | Years of Quality Manufacturing Data as of 12/31/2024 | 13 | Manufacturing Facilities | 1,358 | 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 water transmission 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.
| Notice and Proxy Statement | 2025
PROXY SUMMARY
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 $14 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.
| Notice and Proxy Statement | 2025
PROXY SUMMARY
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.
| EARNINGS PER SHARE | COMPOUND ANNUAL GROWTH RATE |
| Diluted net income per share is computed as net income divided by 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 $3.40 in 2024, a Company record. The Company has seen improved resiliency in its earnings with the addition of the Precast segment in 2020. | 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 seven-year CAGR of 21%. 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). |
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 | |
| ✔ | Board authorization of up to $30 million in share repurchases to enhance shareholder value | |
| 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, and business experience | |
| ✔ | Ongoing monitoring of the evolving business environment and governance landscape, including training in developing topics such as cybersecurity | |
| ✔ | Diverse experience (industry, profession, public service, geography) |
| Notice and Proxy Statement | 2025
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 are 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 | |
| ✔ | 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, Fairness, and Workplace Respect |
| ✔ | Fostering core values, particularly safety, while balancing a performance-oriented culture | |
| ✔ | No use of corporate funds for political contributions; robust oversight of and transparency into political activities | |
| ✔ | Community Impact Program created to invest in social initiatives central to the communities where the Company operates |
PROPOSAL #1: ELECTION OF DIRECTORS
‘Proposal #1: Election of Directors**’ Section starts on page 24.**
| Nominees | Title | Years of Service | Independent | Committee Membership |
|---|---|---|---|---|
| Michael Franson | Retired Managing Director and Global Head of Technology M&A at KPMG Corporate Finance LLC | 20 | Yes | Compensation Committee - chairperson; Audit Committee |
| Irma Lockridge | Chief People and Systems Officer at CoorsTek | 2 | Yes | Compensation Committee; Nominating and Governance Committee |
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.
| Notice and Proxy Statement | 2025
PROXY SUMMARY
PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
‘Proposal #2: Advisory Vote on Executive Compensation**’ Section starts on page 32.**
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 2024. More detailed information regarding Executive Compensation can be found on page 32 under “Executive Compensation Discussion and Analysis” and on page 40 under “Summary Compensation.”
| Name | Principal Position | Salary | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total |
|---|---|---|---|---|---|---|
| Scott Montross | Director, President, and CEO | $727,846 | $1,075,635 | $1,363,842 | $1,548 | $3,168,871 |
| Aaron Wilkins | Senior Vice President (“SVP”), CFO, and Corporate Secretary | 430,000 | 400,034 | 483,442 | 15,108 | 1,328,584 |
| Miles Brittain | Executive Vice President | 430,000 | 400,034 | 483,442 | 17,136 | 1,330,612 |
| Eric Stokes | SVP and General Manager (“GM”) of SPP | 357,616 | 347,216 | 335,051 | 14,627 | 1,054,510 |
| Michael Wray | SVP and GM of Precast | 357,616 | 347,216 | 335,051 | 15,587 | 1,055,470 |
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 50.**
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, 2024 and 2023 were as follows:
2024 $ 1,555,000
2023 $ 1,472,000
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, 2025.
| Notice and Proxy Statement | 2025
PROXY SUMMARY
PROPOSAL #4: APPROVAL OF NAME CHANGE TO NWPX INFRASTRUCTURE, INC.
‘Proposal #4: Approval of Name Change to NWPX Infrastructure, Inc.’ Section starts on page 51.**
The Board of Directors believes that it is in the best interest of the Company and its shareholders to change its name from Northwest Pipe Company to NWPX Infrastructure, Inc. This new name reflects the Company’s expansion beyond the steel pressure pipe market into a balanced and diversified water infrastructure company. The Company believes the new name signals to the industry, shareholders, and employees alike its commitment to expanding the business while not being limited to a name that previously holds geographic and product boundaries.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.
The Board of Directors unanimously recommends voting “FOR” the approval of the amendment to the Company’s Articles of Incorporation to change its name to NWPX Infrastructure, Inc.
ADDITIONAL INFORMATION
‘Additional Information**’ Section starts on page 53.**
| Notice and Proxy Statement | 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.