DEF 14A of NPK International Inc.
Filed Apr 9, 2026 · FY20250000071829-26-000017
OUR DIRECTOR NOMINEES
OUR DIRECTOR NOMINEES
OUR DIRECTOR NOMINEES
| | | | | | | Current Committee Memberships | | | | | Nominee | Age | Director Since | Gender | Ethnicity | Service on Other Public Company Boards | Audit | Compensation | Nominating & Corporate Governance | Independent | | Rose M. Robeson (Board Chair - 2023) | 65 | 2018 | Female | Caucasian | 2 | | | | ✓ | | Joseph A. Cutillo | 60 | 2025 | Male | Caucasian | 1 | ✓ | ✓ | ✓ | ✓ | | Matthew S. Lanigan | 55 | 2022 | Male | Caucasian | — | | | | | | Roderick A. Larson (Compensation Chair - 2025) | 59 | 2014 | Male | Caucasian | 1 | ✓ | ✓ | ✓ | ✓ | | Michael A. Lewis (NCG Chair - 2022) | 64 | 2021 | Male | African American | 2 | ✓ | ✓ | ✓ | ✓ | | Claudia M. Meer (Audit Chair - 2023) | 64 | 2022 | Female | Caucasian | — | ✓ | ✓ | ✓ | ✓ | | John C. Mingé | 64 | 2017 | Male | Caucasian | — | ✓ | ✓ | ✓ | ✓ |
OUR DIRECTOR NOMINEES
As our Company strategy and the business environment evolve, the Nominating and Corporate Governance Committee (“NCG Committee”) of our Board of Directors annually reviews the skills and experience of our Board members, helping ensure that the Board composition evolves with the changing environment and maintains relevant knowledge as well as a diversity of viewpoints. Each of our Board members nominated in 2025 received 86% support or higher in the annual stockholder election. Summary Board Matrix: Our director nominees’ primary skills and experiences are highlighted in the following matrix. The matrix is intended as a high-level summary of key skills and not an exhaustive list of each director’s skills or contributions to our Board.
OUR DIRECTOR NOMINEES
| | Robeson | Cutillo | Lanigan | Larson | Lewis | Meer | Mingé | | Knowledge, Skills, and Experience | | | | | | | | | Rental and Related Services | | ✓ | ✓ | ✓ | | | ✓ | | Electrical Transmission and Related Services | | ✓ | ✓ | | ✓ | | | | Infrastructure and Industrial Construction | ✓ | ✓ | ✓ | | | ✓ | ✓ | | Strategic Vision | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Mergers and Acquisitions | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | Global Operations | | ✓ | ✓ | ✓ | | | ✓ | | Technology & Service Quality | | ✓ | ✓ | ✓ | | | ✓ | | Manufacturing | | ✓ | ✓ | ✓ | | | ✓ | | Accounting/Financial | ✓ | ✓ | ✓ | ✓ | | ✓ | | | Health, Safety & Environmental | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | HR / Compensation | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | IT / AI /Cybersecurity | ✓ | ✓ | ✓ | ✓ | | | | | Legal/Regulatory | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | Supply Chain/Logistics | | ✓ | ✓ | ✓ | | | | | Risk Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Other Public Company Board Experience | ✓ | ✓ | | ✓ | ✓ | ✓ | | | Executive Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Nominating and Corporate Governance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
OUR DIRECTOR NOMINEES
Director Demographics: We believe our experienced and qualified Board continues to improve our corporate governance practices as reflected by the following:
OUR DIRECTOR NOMINEES
| ✓ | Non-executive Independent Board ChairX | Related-party transactions that impair the independence of Board or Committee members | | ✓ | Regular rotation of Committee and Board Chairs - in August 2025, Compensation Committee Chair rotatedX | Entrenched Board or Committee members with excessive tenure | | ✓ | Audit Committee Chair held by Audit Committee Financial ExpertX | Classified Board | | ✓ | Majority vote principle with director resignation policy in Corporate Governance GuidelinesX | Excessive annual cash retainers, equity awards or perquisites for Board members | | ✓ | NCG, Audit and Compensation Committees consisting solely of independent Board members | | | ✓ | Six of seven of our current Board members are independent | | | ✓ | Board Refreshment - average tenure of Board members is six years with an average age under 65 and a mandatory Board retirement age of 75 | |
OUR EXECUTIVE COMPENSATION PROGRAM
As previously disclosed, in 2025 we transitioned from performance-based cash awards to performance-based restricted stock units. Because SEC disclosure rules require reporting cash-based awards for the year earned and stock-based awards in the year granted, total compensation for 2025 appears higher than in prior years. This is a reflection of the applicable reporting requirements and does not reflect any increase in total target compensation levels approved by the Compensation Committee for 2025. The 2025 total compensation reported in the Summary Compensation table reflects both (i) the grant date fair value of performance-based restricted stock units granted in 2025, which will vest following a performance period that ends on May 1, 2028, and (ii) the total value of earned performance-based cash awards granted in May 2022 that paid out in 2025.
OUR EXECUTIVE COMPENSATION PROGRAM
Our Compensation Committee believes that the compensation of our NEOs should be competitive to attract and retain high caliber executives. We use a combination of peer group and broader industry data to assess the competitiveness of our compensation programs. NEO compensation is generally targeted at the market median, with opportunities to earn above or below the market median in light of Company performance. However, target compensation levels may vary from median levels based on a variety of considerations, including internal equity, individual experience, time in the position and breadth of responsibilities. For additional information, see “Our Compensation Process - Benchmarking to Market and Peers” below.
OUR EXECUTIVE COMPENSATION PROGRAM
A significant portion of our executives’ 2025 compensation was delivered in the form of variable compensation earned based on the achievement of the following Company performance metrics that enhance long-term stockholder value creation or otherwise correlate directly to stockholder returns: •Consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”), operating cash flow and other relevant financial metrics (annual incentives); •Progress against safety and strategic goals, including strategic revenue growth, rental fleet utilization and the successful implementation of a company-wide ERP (annual incentives); •Share price performance, superior long-term total stockholder return (“TSR”) generation relative to our peer group, and achievement of an average three-year consolidated return on net capital employed (“RONCE”) performance metric in excess of the Company’s cost of capital (long-term incentives).
OUR EXECUTIVE COMPENSATION PROGRAM
In determining compliance with our stock ownership guidelines, unvested time-based restricted shares or units are counted; however, unexercised stock options and unearned performance shares or performance share units are not counted. As of March 23, 2026, each of our executive officers was in compliance with the ownership guidelines. Further detail on the stock ownership guidelines for our non-employee directors is contained in the “Corporate Governance” section of this Proxy Statement under the heading “Stock Ownership Guidelines.” Our program also includes a robust Clawback Policy, designed to comply with the requirements of NYSE Listing Standard 303A.14 implementing Rule 10D-1 under the Exchange Act, under which we are required to recoup excess benefits received under incentive-based awards granted to current and former executive officers in the event of an accounting restatement. Our Clawback Policy also permits the Compensation Committee to recoup any incentive-based compensation from a broader group of senior leaders, including the executive officers, whose fraud or misconduct may have given rise or contributed to an accounting restatement.
PAY MIX AND PAY ELEMENTS
PAY MIX AND PAY ELEMENTS NEO compensation is comprised of base salary, annual cash incentive and long-term equity incentives. For 2025, the Compensation Committee set 81% of our CEO’s (and an average of 68% for the other NEO’s) target compensation as contingent, performance-based pay (tied to both short-term and long-term Company performance). Commencing with our 2025 equity awards, we transitioned to share-settled performance-based restricted stock units, replacing the long-term performance cash awards that we have historically granted.
PAY MIX AND PAY ELEMENTS
| | Elements of Our Executive Compensation Program | | | | | | | Element | Purpose | | | Description | | | | Attract/Retain | Pay-for-performance | Stockholder Alignment | | | FIXED | Base Salary | ✓ | | | Annual Merit Review: Salary adjustments consider each individual’s experience, performance and contributions over time and base salary provides a competitive level of base pay relative to the median of executives in the same position within our peer group and broader market. | | VARIABLE | Annual Incentives | ✓ | ✓ | ✓ | Annual Performance: Short-term incentive awards are earned based on achieving consolidated financial, safety and strategic goals on an annual basis. | | | Long-Term Equity Incentives | ✓ | ✓ | ✓ | Multi-Year Performance: Long-term incentive awards with multi-year vesting periods. Realized value tied directly to long-term growth in stockholder value and the achievement of returns in excess of the Company’s cost of capital. Performance-based equity awards provide the opportunity to earn from zero to 200% of target at the end of the three-year performance period. The transition from cash-based to share-settled performance-based restricted stock units further bolsters alignment of our NEO’s and stockholders’ economic interests through stock ownership. |
OUR COMPENSATION PROCESS
| Benchmarking to Market and Peers |
OUR COMPENSATION PROCESS
As noted above, our Compensation Committee believes that pay practices at peer companies provide useful information in establishing compensation levels and recognizes that our compensation practices must be competitive in the marketplace in order to attract, retain and motivate key executive personnel. Accordingly, the Compensation Committee compares compensation levels in our executive compensation program to compensation levels within our identified peer group. For 2025, Zayla analyzed the executive compensation data in proxy statements of a peer group consisting of publicly traded companies generally comparable in size to us in annual revenues, market capitalization, enterprise value and corporate assets. Our Compensation Committee reviews the peer group periodically so that the composition of the peer group continues to include the appropriate balance of companies operating in our industry, including companies whose financial size and operational scale are generally comparable to ours and companies who are more likely to compete with us for executive talent.
OUR COMPENSATION PROCESS
| Peer Group & Survey Data |
OUR DIRECT COMPENSATION ELEMENTS
Our Compensation Committee provides our NEOs with base salaries that are intended to be generally competitive with executive salary levels at our peer group companies and the market. In addition, the Compensation Committee, in determining executive base pay, considers each individual’s performance over time, experience, potential future contribution, role and responsibilities. The Compensation Committee evaluated the performance of our Company, the CEO (which evaluation was performed together with the Board Chair) and the recommendations of the CEO regarding the other executive officers. Based on these evaluations, the peer group and market data, the Compensation Committee determined to maintain current base salaries, which remained market competitive, for all NEOs other than Ms. Frugé, who received an 8.5% base salary increase intended to bring her closer to the market median range for her role, given her two-year tenure and individual performance. The following table sets forth the annualized base salaries of our NEOs for 2025, including the base salary increase for Ms. Frugé approved effective as of April 1, 2025:
OUR DIRECT COMPENSATION ELEMENTS
| Annual Incentives |
OUR DIRECT COMPENSATION ELEMENTS
Under our Amended and Restated Annual Cash Incentive Plan, NEOs are eligible to receive annual cash bonuses based on achieving pre-established financial, strategic goals and safety metrics. We intend for the plan to: •Hold executives responsible for keeping our employees safe while delivering results that contribute to growth in stockholder value; •Provide a financial incentive to focus on specific financial and strategic performance targets; and •Encourage and reward NEOs based on consolidated performance. The annual cash incentive opportunity, expressed as a percentage of base salary, for each participant is based on the potential to affect operations and/or profitability. In 2025, the threshold, and over-achievement cash incentive opportunities for the NEOs, expressed as a percentage of base salary, moved slightly from prior year percentage levels for all NEOs and are summarized in the table below. The target cash incentive opportunities, as a percentage of base salary remained unchanged for all NEOs. Such annual incentive opportunities are applied to the base salary actually paid for the year and therefore reflect any mid-year adjustments to an officer’s annual base salary level.
Annual Incentive Plan Weighting for 2025
Annual Incentive Plan Weighting for 2025
Annual Incentive Plan Weighting for 2025
| Metric | Performance Measure Weighting – Percent of Target Opportunity Contingent Upon Each Performance Measure | | Consolidated EBITDA (1) | 50% | | Operating Cash Flow (2) | 25% | | Safety: TRIR (3) | 5% | | Safety: Risk Reduction (4) | 5% | | Strategic Goals (5) | 15% |
Annual Incentive Plan Weighting for 2025
(1) Consolidated EBITDA is calculated from our audited financial statements by taking net income (loss) and adding back interest, taxes, depreciation and amortization. In accordance with the adjustment framework previously adopted by the Compensation Committee, additional adjustments were made and approved by the Compensation Committee. For such adjustments made for 2025, see footnote 6 to the “Pay Versus Performance” table below. (2) Operating Cash Flow is calculated from our audited financial statements as cash from operations. (3) TRIR is an industry standard measure of safety performance that is used to measure the frequency of a company’s recordable safety incidents. A lower TRIR indicates higher achievement of safety performance metrics. (4) Risk Reduction is calculated as the achievement of 90% resolution on all high-risk activities identified within the agreed-upon timeframe. (5) Strategic goals reflect specific objectives aligned to our long-term strategic plan, covering a variety of areas, and for 2025 included rental revenue growth, rental fleet utilization and the successful implementation of company-wide ERP system.
2025 Annual Incentive Results
2025 Annual Incentive Results Our annual cash incentive opportunities were earned as follows:
2025 Annual Incentive Results
| Corporate Performance | | | | | | | Metric | 2025 Target | 2025 Results | 2025 Award Weighting | Performance as a Percent of Target | Payout as a Percent of Target | | Consolidated EBITDA | $70 million | $75.7 million | 50% | 127% | 64% | | Operating Cash Flow | $51 million | $73 million | 25% | 200% | 50% | | Safety: TRIR | 1.34 | 0.67 | 5% | 200% | 10% | | Safety: Risk Resolution | 90% | 90% | 5% | 100% | 5% | | Strategic Goals (1) | NA | NA | 15% | 160% | 24% | | Total: | | | 100% | | 153% |
2025 Annual Incentive Results
(1) Scoring of strategic goals is assessed by the Compensation Committee following the end of the year and reflects a combination of quantitative and qualitative considerations.
2025 Annual Incentive Payouts
2025 Annual Incentive Payouts Based on the above results of our annual incentive program for 2025, our NEOs each received the amounts listed in the table below:
2025 Annual Incentive Payouts
| | Actual Payout (as a % of target) | Actual Payout | | Matthew S. Lanigan | 153% | $1,150,494 | | Gregg S. Piontek | 153% | $521,613 | | Lori A. Briggs | 153% | $416,558 | | M. Celeste Frugé | 153% | $389,940 | | Douglas L. White | 153% | $193,239 |
2025 Annual Incentive Payouts
| LONG-TERM EQUITY INCENTIVES |
2025 Annual Incentive Payouts
Beginning in 2025, for all NEOs other than Mr. White, the Compensation Committee chose to allocate 50% of the 2025 targeted value of long-term incentives to performance-based restricted stock units and 50% to time-based restricted stock units. New for 2025, the performance-based equity awards will be settled in shares of the Company’s common stock upon vesting. The performance-based awards are to be earned 70% based on relative TSR and 30% based on our achievement of return on invested capital (RONCE) targets, in each case, as established by the Compensation Committee. Time-based restricted stock units continue to vest in annual installments over three years. Mr. White received 100% of his 2025 long-term incentive grant in the form of time-based restricted stock units, and as such is excluded from the following chart.
2025 Annual Incentive Payouts
| LONG-TERM EQUITY AWARDS - 2025 |
2025 Annual Incentive Payouts
As described further above, in determining target award levels for each NEO the Compensation Committee considers market data for each NEO’s position provided by its compensation consultant as well as each NEO’s past performance, breadth of responsibilities, ability to contribute to our future success, growth and time in the current position, as well as the recommendation of the CEO for each NEO other than the CEO. For the CEO, the Compensation Committee considers the recommendation of its compensation consultant and also reviews the CEO’s performance with the Board Chair. The Compensation Committee believes that market competitive grants, along with three-year vesting requirements, are the most effective method of reinforcing the long-term nature of the incentive. The Compensation Committee reviews the value of previous awards and grants (whether vested or not) as well as the likelihood of achieving performance goals under previous awards and grants in determining the level of the current year’s awards and grants. The Compensation Committee considers the foregoing factors together and makes a subjective determination with respect to the target value of each NEO’s long-term incentive compensation. For 2025, each NEO’s long-term incentive as a percentage of base salary was unchanged from 2024.
Long-Term Incentive Awards Granted in 2025
Long-Term Incentive Awards Granted in 2025
Long-Term Incentive Awards Granted in 2025
| | Long-Term Incentive Target as Percent of Base Salary | 2025 Total Award Value | Value of Restricted Stock Units at 50% of Award (1) | Number of Restricted Stock Units (2) | Target Value of Performance-Based Stock Units at 50% of Award (1) | Number of Performance-Based Restricted Stock Units (2) | | Matthew S. Lanigan | 330% | $2,488,200 | $1,244,100 | 212,667 | $1,244,100 | 212,667 | | Gregg S. Piontek | 220% | $1,002,760 | $501,380 | 85,706 | $501,380 | 85,706 | | Lori A. Briggs | 155% | $604,500 | $302,250 | 51,667 | $302,250 | 51,667 | | M. Celeste Frugé | 125% | $465,466 | $232,733 | 39,783 | $232,733 | 39,783 | | Douglas L. White | 55% | $175,000 | $175,000 | 29,900 | $— | — |
Long-Term Incentive Awards Granted in 2025
(1) The time-based restricted stock unit and performance-based stock unit values reflected in the table above are targeted grant date values approved by the Compensation Committee and do not reflect any subsequent change in value with respect to such awards. As presented in the Summary Compensation Table, the grant date fair values of the time-based restricted stock unit and performance-based stock units were calculated in accordance with ASC Topic 718, with the TSR portion of the performance-based stock unit awards determined using a Monte-Carlo valuation model. Consequently, the values presented in the Summary Compensation Table are higher than the values presented in this table. (2) Consistent with the Company’s historical approach, the number of time- and performance-based restricted stock units granted was determined by dividing the targeted award value by the 30-day average stock price immediately prior to the date of grant of $5.85 per share.
Long-Term Incentive Awards Granted in 2025
| TIME-BASED RESTRICTED STOCK UNITS |
Long-Term Incentive Awards Granted in 2025
Consistent with our compensation philosophy, 50% of each NEO’s (other than Mr. White’s) target LTIP value was granted in the form of time-based restricted stock units. For Mr. White, 100% of his target LTIP award was in the form of time-based restricted stock units. The time-based restricted stock units vest ratably over a three-year period and encourage retention while directly aligning officer and shareholder interests.
Long-Term Incentive Awards Granted in 2025
| PERFORMANCE-BASED RESTRICTED STOCK UNITS |
Long-Term Incentive Awards Granted in 2025
A total of 50% of each NEO’s (excluding Mr. White) total 2025 long-term incentive target was granted in the form of performance-based restricted stock units. Although denominated and settled in shares, the performance metrics applicable to such awards were similar to historic performance-based cash awards granted prior to 2025 under the Long Term Incentive Plan. Relative TSR comprised 70% of the NEO performance-based stock unit award and the RONCE metric comprised 30% of the NEO performance-based stock unit award.
TSR Payout Levels
TSR Payout Levels For 2025 awards, NEOs can earn between 0% and 200% of the TSR portion of their target performance-based stock unit awards depending on our TSR performance relative to the approved peer group at the completion of a three-year performance period ending May 31, 2028. The following table reflects the pay-out-levels for our three-year relative TSR portion of the performance-based equity awards:
TSR Payout Levels
| | Below Threshold | Threshold | Target | Maximum | | Relative TSR | < 25th percentile | 25th percentile | 50th percentile | ≥ 90th percentile | | Payout | 0% | 50% | 100% | 200% |
TSR Payout Levels
If the Company’s absolute TSR over the performance period is negative, the payout is capped at 100% regardless of our relative performance. For 2025 awards, the following peer group applies, which is identical to the compensation peer group used in evaluating NEO compensation levels for 2025:
TSR Payout Levels
| Ameresco, Inc. | DNOW, Inc. | Limbach Holdings, Inc. | | Argan, Inc. | Enerpac Tool Group Corp. | Matrix Service Company | | Civeo Corporation | Global Industrial Company | Myers Industries, Inc. | | Columbus McKinnon Corporation | Great Lakes Dredge & Dock Corporation | Standex International Corporation | | Concrete Pumping Holdings, Inc. | H&E Equipment Services, Inc. | Transcat, Inc. | | Custom Truck One Source, Inc. | Insteel Industries, Inc. | |
RONCE Payout Levels
RONCE Payout Levels For 2025 awards, NEOs can earn between 0% and 200% of the RONCE portion of their target performance-based stock unit awards based on 2025, 2026 and 2027 average performance measured against pre-established three-year average annual RONCE targets established by the Compensation Committee at the start of the performance period.
RONCE Payout Levels
| | Below Threshold | Threshold | Target | Maximum | | RONCE Result Compared to Target | < 75% of Target | 75% of Target | 100% of Target | 125% of Target | | Payout | 0% | 50% | 100% | 200% |
RONCE Payout Levels
For competitive reasons, the company does not disclose performance targets for in-cycle awards but will provide the threshold, target and maximum average annual RONCE goals after the completion of the performance period.
RONCE Payout Levels
| PERFORMANCE-BASED CASH AWARD PAYOUTS |
RONCE Payout Levels
In May 2022, Mr. Lanigan, Mr. Piontek and Ms. Briggs were granted performance cash awards under our Long Term Cash Incentive Plan, which could be earned from 0% to 200% of target based on our relative TSR performance. In June 2025, the Compensation Committee certified the final payout for these performance-based cash awards at 183% of target reflecting the Company’s relative TSR performance at the 85th percentile of the Company’s 2022 peer group over the three-year performance period ending May 31, 2025. As required be SEC disclosure rules, the entire value of these cash-based 2022 awards is included in the Summary Compensation Table below as compensation for the year ended December 31, 2025, despite the fact that the award was granted in 2022 and earned over a multi-year performance period.
RONCE Payout Levels
| | 2025 Payout | | Matthew S. Lanigan | $2,189,138 | | Gregg S. Piontek | $882,298 | | Lori A. Briggs | $531,844 |
RONCE Payout Levels
Ms. Frugé and Mr. White did not receive a 2022 performance-based cash award.
RONCE Payout Levels
| Equity Grant Timing |
RONCE Payout Levels
The Compensation Committee and the independent members of the Board of Directors generally approve annual long-term equity awards for the Company’s executive officers, including each of the NEOs, at their regularly scheduled meetings in May of each year. Awards to non-executive employees are also typically granted in May. Although the Company does not currently grant stock options, employees may enroll to purchase shares of the Company’s common stock under the terms of the Amended and Restated Employee Stock Purchase Plan with purchases generally made in June and December using payroll deductions accumulated over the prior six-month period. In special circumstances, including the hiring or promotion of an individual or where the Compensation Committee or its authorized delegate otherwise determines it is in the best interest of the Company, the Company may approve grants to be effective at other times. The Company may change these incentive grant practices in the future. The Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS
EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS
EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS
| General |
EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS
Each of Mr. Lanigan and Mr. Piontek has an employment agreement under which he is entitled to certain severance payments and benefits in connection with a termination of employment under certain circumstances. All of our NEOs are also participants in the Company’s U.S. Executive Severance Plan (the “Severance Plan”), which provides for severance benefits to the NEOs under certain circumstances. Upon a termination triggering benefits under both an employment agreement and the Severance Plan, the NEO will not receive duplicative benefits but instead will receive the better of the benefits set forth in the employment agreement or the Severance Plan. Each of Mr. Lanigan and Mr. Piontek are also party to change-in-control agreements pursuant to which he may become eligible to receive certain change-in-control severance benefits. Our other NEOs, are eligible to receive change-in-control severance benefits under the Company’s Change in Control Plan (the “CIC Plan”). Mr. Lanigan will receive the better of the change-in-control severance benefits set forth in his change-in-control agreement or the CIC Plan, and Mr. Piontek is not eligible to receive change-in-control severance benefits under the CIC Plan due to having a change-in-control agreement providing for change-in-control severance benefits. With the adoption of the Severance Plan and the CIC Plan, our Compensation Committee anticipates that future executive officers will not be offered employment agreements or change-in-control agreements.
EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS
| Employment Agreement with Matthew S. Lanigan |
EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS
Mr. Lanigan’s employment agreement with the Company (the “Lanigan Employment Agreement”), provides for his service as President and CEO, and automatically renews each March 1st for successive one-year periods, unless Mr. Lanigan’s employment is terminated by either party giving 60-days’ prior written notice. Under the Lanigan Employment Agreement, Mr. Lanigan’s employment with us may terminate (a) automatically upon his death or disability, (b) at Mr. Lanigan’s election upon 30-days’ prior written notice to us for “Good Reason” (as defined in the Lanigan Employment Agreement) or Mr. Lanigan’s voluntary resignation at his election without Good Reason, (c) by us for “Cause” (as defined in the Lanigan Employment Agreement), (d) by us without Cause or (e) with 60-days’ prior written notice given by us or Mr. Lanigan in advance of the expiration of any successive employment terms under the Lanigan Employment Agreement. The Lanigan Employment Agreement entitles Mr. Lanigan to participate in the Severance Plan as a Tier 1 participant and entitles him to receive the change-in-control severance benefits available to Tier 1 participants as set forth in the CIC Plan. Because such benefits are greater than those provided under the Mr. Lanigan’s employment agreement, Mr. Lanigan is entitled to severance benefits per the terms of the Severance Plan.
EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS
| Employment Agreement with Gregg S. Piontek |
EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS
Mr. Piontek is party to an employment agreement with us (the “Piontek Employment Agreement”) under which he currently serves as Senior Vice President and CFO. The term of the Piontek Employment Agreement automatically renews each November 1st for successive one-year periods, unless Mr. Piontek’s employment is terminated by either party giving 60 days’ prior written notice. Under the Piontek Employment Agreement, as amended, Mr. Piontek’s employment with us may terminate (a) automatically upon his death or disability, (b) at Mr. Piontek’s election upon 30-days’ prior written notice to us for “Good Reason” (as defined in the Piontek Employment Agreement) or Mr. Piontek’s voluntary resignation at his election and without Good Reason, (c) by us for “Cause” (as defined in the Piontek Employment Agreement), (d) by us without Cause or (e) with 60-days’ prior written notice given by us or Mr. Piontek in advance of any successive employment terms under the Piontek Employment Agreement. Because such benefits are greater than those provided under Mr. Piontek’s employment agreement, Mr. Piontek is entitled to severance benefits per the terms of the Severance Plan.
EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS
| Change in Control Agreements and CIC Plan |
EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS
Our Compensation Committee believes change-in-control benefits help to motivate management to seek out change in control transactions that would be in the best interests of our stockholders, secure the continued dedication of our NEOs and management team prior to or following a change in control of our Company and promote continuity of management during a corporate transaction. Each of our NEOs would have been entitled to receive change-in-control benefits had a change in control occurred on December 31, 2025. Receipt of the benefits by the executives is conditioned on a change in control of our Company and the termination of employment of the executive under certain circumstances described below (often referred to as a “double-trigger”).
CIC Agreement (applicable to Mr. Piontek)
CIC Agreement (applicable to Mr. Piontek) Under Mr. Piontek’s legacy individual Change-in-Control Agreement (the “CIC Agreement”), Mr. Piontek is entitled to the following upon a termination without cause or a resignation for good reason (each as defined in the CIC Agreement) during the period from the date that the Company first has knowledge of a potential change in control (as defined in the CIC Agreement) through two years following the closing of such change in control: •Cash Severance. A lump sum payment in an amount equal two times the sum of: (i) Mr. Piontek’s base salary, plus (ii) the higher of (x) the target bonus Mr. Piontek would be entitled to under the Amended and Restated Annual Cash Incentive Plan for the fiscal year preceding the termination or (y) the highest bonus received by Mr. Piontek under the incentive plan in the two fiscal years immediately preceding the change of control event. •Pro Rata Bonus. A prorated annual bonus (at target level) through the date of termination. •Long-Term Incentives. Full vesting of all outstanding options, restricted stock (whether time or performance-based), and deferred compensation. •Benefits. Continuation of life insurance, medical and dental health benefits, and disability benefits for 24 months. •Outplacement Services. Outplacement benefits for up to two years at a value not to exceed $5,000. Total change-in-control benefits payable to Mr. Piontek will be limited in accordance with the terms of the CIC Plan and incentive award arrangements under the 2015 Plan in certain cases to mitigate the adverse impact of the golden parachute excise tax under Section 4999 of the Internal Revenue Code on Mr. Piontek.
CIC Agreement (applicable to Mr. Piontek)
| Severance Plan |
EXECUTIVE COMPENSATION
| SUMMARY COMPENSATION TABLE |
EXECUTIVE COMPENSATION
| Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | Matthew S. Lanigan President and Chief Executive Officer | 2025 | $754,000 | $— | $4,058,537 | $3,339,632 | $43,991 | $8,196,160 | | | 2024 | $746,751 | $— | $1,301,729 | $1,271,277 | $43,566 | $3,363,323 | | | 2023 | $725,000 | $— | $1,169,198 | $1,045,830 | $36,399 | $2,976,427 | | Gregg S. Piontek Senior Vice President and Chief Financial Officer | 2025 | $455,800 | $— | $1,635,613 | $1,403,911 | $39,286 | $3,534,610 | | | 2024 | $451,425 | $— | $524,605 | $1,180,253 | $36,860 | $2,193,143 | | | 2023 | $438,300 | $500,000 | $471,227 | $714,958 | $36,120 | $2,160,605 | | Lori A. Briggs Executive Vice President, Business Operations | 2025 | $390,000 | $— | $986,013 | $948,402 | $37,331 | $2,361,746 | | | 2024 | $386,250 | $— | $316,247 | $229,890 | $37,440 | $969,827 | | | 2023 | $375,000 | $— | $284,052 | $308,771 | $33,744 | $1,001,567 | | M. Celeste Frugé Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | 2025 | $365,079 | $— | $759,218 | $389,940 | $35,181 | $1,549,418 | | | 2024 | $339,900 | $— | $224,433 | $197,394 | $34,931 | $796,658 | | | 2023 | $311,367 | $— | $201,588 | $206,568 | $26,299 | $745,822 | | Douglas L. White (5) Former Vice President, Chief Accounting Officer and Treasurer | 2025 | $316,608 | $— | $252,655 | $193,239 | $31,534 | $794,036 | | | 2024 | $313,932 | $152,950 | $182,784 | $104,179 | $31,331 | $785,176 |
EXECUTIVE COMPENSATION
| GRANTS OF PLAN-BASED AWARDS |
EXECUTIVE COMPENSATION
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END |
EXECUTIVE COMPENSATION
| OPTION EXERCISES AND STOCK VESTED |
Potential Payments Upon Termination
Potential Payments Upon Termination The tables that follow reflect the amount of compensation that would have been payable as of December 31, 2025, upon the executive’s resignation for good reason or termination without cause, such a termination in connection with a change in control, or termination in the event of death or disability. The amounts shown are estimates and assume that the termination was effective on December 31, 2025 and thus include amounts earned through that time. The amounts do not include compensation to which the NEO was otherwise entitled, such as previously vested equity awards. The value of the equity compensation awards was based on the closing price of our common stock of $11.92 per share on December 31, 2025. The actual amounts to be paid out can only be determined at the time of the executive’s separation from us. In the event of death or disability before the annual cash (short-term incentive) is paid, the Compensation Committee has the authority to pay (in full or on a pro-rated basis) the amount the employee would have received. We have assumed that the Compensation Committee would have authorized the payment of the full award for purposes of the tables that follow. In light of his termination of employment, we have also provided the actual amounts paid to Mr. White in connection with his termination of employment on March 2, 2026.
CEO PAY RATIO
CEO PAY RATIO The following information presents the ratio between the total annual compensation paid to our median compensated employee and the total annual compensation paid to our CEO. The ratio was determined based on a reasonable estimate in a manner consistent with applicable SEC rules. Pay ratio disclosures involve a degree of imprecision due to methodologies and compensation practices that may not be consistent across other companies; therefore, the pay ratio disclosed below may not be comparable to the pay ratio reported by other companies. The methodology used to determine the median employee for the CEO pay ratio is discussed below. For 2025, our most recent completed fiscal year: •The annual total compensation of the median employee identified was $83,965 and •The annual total compensation of Mr. Lanigan was $8,196,160; Based on this information, our CEO pay ratio was 98:1 for 2025. Median Compensated Employee Identification Methodology. We identified a new median employee for our CEO pay ratio disclosure this year. To identify our median compensated employee, we used the following methodology, material assumptions and estimates: •Measurement Date. The date used to identify the median employee was December 31, 2025. Given our more limited global workforce, we shifted to a December 31 identification date whereas prior years we had used December 1 as our median employee identification date given the time needed to compile necessary information. •Excluded Employees. We considered 514 employees in 3 countries, but excluded our workforce in Brazil, which includes only 1 employee (or approximately 0.2% of our global workforce) and 54 employees that joined the company as a result of our acquisition of Grassform in the United Kingdom, which we completed in November of 2025. •Consistently Applied Compensation Measure. We use a variety of pay elements to structure compensation of our global workforce. For purposes of identifying the median employee, rather than using annual total compensation, we selected base pay for the period of January 1, 2025 through December 31, 2025, which includes base salary or wages and overtime pay, as our consistently applied compensation measure. Foreign salaries were converted to U.S. dollars using the 2025 average annual exchange rate. Median Employee’s Annual Total Compensation. After identifying the median employee for 2025 based on the process described above, we combined all of the elements of that employee’s compensation for 2025 in accordance with Item 402(c)(2)(x) of Regulation S-K.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE We provide the following disclosure regarding executive “Compensation Actually Paid” or “CAP” (as calculated in accordance with SEC rules), and certain Company performance for the fiscal years listed below. You should refer to “Compensation Discussion and Analysis” in this proxy statement for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions. When referring to the CEO, the following table presents Mr. Lanigan for 2025, 2024 and 2023, Mr. Lanigan and Mr. Paul Howes for 2022, and Mr. Howes for 2021. Effective February 28, 2022, Mr. Howes retired as Chief Executive Officer, and effective March 1, 2022, Mr. Lanigan was appointed President and Chief Executive Officer. The 2022 amounts shown for Mr. Lanigan represent total compensation for the full year, even though he was CEO for only a portion of the year.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for CEO - Lanigan (1) | Summary Compensation Table Total for CEO - Howes (1) | Compensation Actually Paid to CEO - Lanigan (2) | Compensation Actually Paid to CEO - Howes (2) | Average Summary Compensation Table Total for Non-CEO NEOs (3) | Average Compensation Actually Paid to Non-CEO NEOs (2)(3) | | 2025 | $8,196,160 | N/A | $11,517,926 | N/A | $2,059,953 | $2,810,426 | | 2024 | $3,363,323 | N/A | $4,185,437 | N/A | $1,218,312 | $1,431,079 | | 2023 | $2,976,427 | N/A | $4,498,960 | N/A | $1,463,639 | $1,811,862 | | 2022 | $3,045,909 | $1,545,166 | $3,448,269 | $2,504,293 | $1,402,178 | $1,692,685 | | 2021 | N/A | $3,830,170 | N/A | $4,308,180 | $1,314,128 | $1,501,135 |
PAY VERSUS PERFORMANCE
| | Value of Initial Fixed $100 Investment Based On: | | (in thousands) | | | Year | TSR (4) | Peer Group TSR (5) | Net Income (Loss) | Consolidated EBITDA (6) | | 2025 | $620.83 | $200.49 | $38,939 | $75,706 | | 2024 | $399.48 | $176.18 | $(150,262) | $100,017 | | 2023 | $345.83 | $150.38 | $14,516 | $80,734 | | 2022 | $216.15 | $114.06 | $(20,834) | $66,715 | | 2021 | $153.13 | $125.90 | $(25,526) | $39,352 |
PAY VERSUS PERFORMANCE
(1) The dollar amounts shown represent the total compensation reported for our CEO, Mr. Lanigan for 2025, 2024 and 2023, Mr. Lanigan and Mr. Howes for 2022, and Mr. Howes for 2021, in the Summary Compensation Table. (2) To calculate “Compensation Actually Paid,” adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. “Compensation Actually Paid” does not necessarily represent cash and/or equity value paid to or earned by the applicable NEO, but rather is a value calculated under applicable SEC rules. In accordance with SEC requirements, the following adjustments were made to the applicable NEO’s total compensation for 2025 to determine the “Compensation Actually Paid”:
PAY VERSUS PERFORMANCE
| Year | Executive(s) | Summary Compensation Table Total | Reported Value of Equity Awards (A) | Equity Award Adjustments (B) | Compensation Actually Paid | | 2025 | CEO - Lanigan | $8,196,160 | $(4,058,537) | $7,380,303 | $11,517,926 | | | Non-CEO NEOs (Average) | $2,059,953 | $(908,375) | $1,658,848 | $2,810,426 |
PAY VERSUS PERFORMANCE
(A) Represents the grant date fair value of the equity awards, as reported in the “Stock Awards” column in the Summary Compensation Table for the year. (B) Represents the year-over-year change in the fair value of equity awards, as itemized in the tables below. With respect to equity award adjustments for each applicable year as disclosed in the table above, the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. No awards vested in the year they were granted, and no awards were forfeited in any of the covered years. There were no dividends or other earnings paid on stock or option awards in any applicable year.
PAY VERSUS PERFORMANCE
| Equity Award Adjustments for CEO - Lanigan | 2025 | | Year-end fair value of outstanding and unvested equity awards granted in the year | $6,362,824 | | Plus (Less): Year-over-year change in fair value of outstanding and unvested equity awards granted in prior years | 906,036 | | Plus (Less): Change in fair value from last day of prior year to vesting date for equity awards granted in prior years that vested in the year | 111,443 | | Total Equity Award Adjustments | $7,380,303 |
PAY VERSUS PERFORMANCE
| Equity Award Adjustments for Non-CEO NEOs (Average) | 2025 | | Year-end fair value of outstanding and unvested equity awards granted in the year | $1,414,192 | | Plus (Less): Year-over-year change in fair value of outstanding and unvested equity awards granted in prior years | 217,809 | | Plus (Less): Change in fair value from last day of prior year to vesting date for equity awards granted in prior years that vested in the year | 26,847 | | Total Equity Award Adjustments | $1,658,848 |
PAY VERSUS PERFORMANCE
(3) Reflects compensation information for our NEOs, other than our CEO. For 2025, reflects compensation information for Mr. Piontek, Ms. Briggs, Ms. Frugé and Mr. White. For 2024, reflects compensation information for Mr. Piontek, Mr. Paterson, Ms. Frugé, Ms. Briggs and Mr. White. For 2023 and 2022, reflects compensation information for Mr. Piontek, Mr. Earle, Mr. Paterson and Ms. Briggs. For 2021, reflects compensation information for Mr. Lanigan, Mr. Piontek, Mr. Earle and Mr. Paterson. (4) Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2020. (5) The Peer Group TSR set forth in this table utilizes the comparison index which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Reports, the S&P SmallCap 600 Capped Industrials Index. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the peer group index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (6) See below for a reconciliation of Consolidated EBITDA, as adjusted by the Compensation Committee, to net income (loss), the most directly comparable GAAP financial measure for the year ended December 31, 2025. Included in the table is a reconciliation to Adjusted EBITDA. These measures should be considered in addition to, not as a substitute for, financial measures prepared in accordance with GAAP. For such reconciliation for the year ended December 31, 2023, and December 31, 2024, please see footnote 6 to our Pay Versus Performance Table in our 2024 Proxy Statement and our 2025 Proxy respectively, and for reconciliations for the years ended December 31, 2022 and December 31, 2021 please see footnote 6 to our Pay Versus Performance Table in our 2023 Proxy Statement.
PAY VERSUS PERFORMANCE
| Consolidated | 12 Months Ended | | (In thousands) | December 31, 2025 | | Net income (GAAP) | $38,939 | | Interest expense, net | (15) | | Benefit for income taxes | 9,475 | | Depreciation and amortization | 25,537 | | EBITDA (non-GAAP) | 73,936 | | Income from discontinued operations | (764) | | Acquisition-related transaction costs | 1,088 | | Severance costs | 1,218 | | Adjusted EBITDA (non-GAAP) | 75,478 | | Other adjustments for the Annual Cash Incentive Plan | 228 | | Consolidated EBITDA, as adjusted by the Compensation Committee (non-GAAP) | $75,706 |
Description of Certain Relationships between Information Presented in the Pay Versus Performance Table
Description of Certain Relationships between Information Presented in the Pay Versus Performance Table As described in greater detail under “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a performance-based pay philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. As previously disclosed, in 2025 we transitioned from performance-based cash awards to performance-based restricted stock units. Because SEC disclosure rules require reporting cash-based awards for the year earned and stock-based awards in the year granted, total compensation for 2025 appears higher than in prior years. This is a reflection of the applicable reporting requirements and does not reflect any increase in total target compensation levels approved by the Compensation Committee for 2025.
Alignment of Compensation Actually Paid and Total Shareholder Return (TSR)
Alignment of Compensation Actually Paid and Total Shareholder Return (TSR) The following graph sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs and the Company’s cumulative TSR over the three most recently completed fiscal years. The graph also sets forth a comparison of the Company’s cumulative TSR over the five most recently completed fiscal years and the cumulative TSR of the Company’s peer group over the same period.
Alignment of Compensation Actually Paid and Net Income (Loss)
Alignment of Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Net Income (Loss) during the five most recently completed fiscal years. On September 13, 2024, we completed the sale of the equity interests in one of our subsidiaries which held substantially all of the Company’s Fluids Systems segment to the Purchaser. In connection with the Sale Transaction, we recognized an estimated pre-tax loss on sale of $195.7 million in the third quarter of 2024, which includes a $59.5 million non-cash charge for the reclassification of cumulative foreign currency translation losses related to Fluids Systems.
Alignment of Compensation Actually Paid and Consolidated EBITDA, as adjusted by the Compensation Committee
Alignment of Compensation Actually Paid and Consolidated EBITDA, as adjusted by the Compensation Committee The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Consolidated EBITDA, as adjusted by the Compensation Committee, over the five most recently completed fiscal years. (1) For the purposes of determining annual performance-based incentive compensation during periods that include business unit divestitures, adjustments include the addition of budgeted business unit performance of divested entities for the portion of the performance year from date of divestiture to the end of the year, in order to achieve a consistent basis of comparison with annual incentive plan targets. For the 2024 performance period, this adjustment for the purposes of incentive compensation resulted in a $23.6 million increase in NPK Consolidated EBITDA, reflecting Fluids Systems budgeted EBITDA for the period from date of divestiture to the end of the year.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Compensation Committee regularly reviews the compensation of non-employee directors. Our Compensation Consultant provides the Compensation Committee with industry trends in board compensation and recommends retainers and fees based on the peer Company proxy information as well as national board market data. The Compensation Committee then makes recommendations to the Board of Directors on the setting of Board compensation. The following table describes the compensation arrangements with our non-employee directors for 2025:
DIRECTOR COMPENSATION
| | Director Compensation | | Annual Cash Retainer Fee (all non-employee Directors) | $80,000 | | Additional Board Chair Cash Retainer | $50,000 | | Committee Chair Cash Retainer - Audit Committee | $20,000 | | Committee Chair Cash Retainer - Compensation Committee | $16,500 | | Committee Chair Cash Retainer - Nominating Committee | $13,750 | | Annual Equity Retainer (Board Chair) (1) | $155,000 | | Annual Equity Retainer (other non-employee Directors) (1) | $125,000 |
DIRECTOR COMPENSATION
(1) The awards are granted under our 2014 Non-Employee Directors’ Restricted Stock Plan. The Board occasionally authorizes additional cash payments to non-employee directors for their service beyond Board and committee meetings. In 2025, in connection with Mr. Young’s resignation, the Board granted a one-time cash payment equal to the value of the pro-rata portion of his unvested restricted stock award, which was automatically forfeited upon his resignation. Each of our non-employee directors is reimbursed for travel expenses incurred in attending Board and committee meetings. The following table shows the total cash and non-cash compensation attributed to each of our non-employee directors during the fiscal year ended December 31, 2025. The restricted stock awards vest on May 15, 2026. Compensation for Mr. Lanigan is disclosed in the “Executive Compensation” section of this Proxy Statement, as he received no additional compensation in 2025 for serving on our Board.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) (3) | All Other Compensation (4) | Total | | Joseph A Cutillo | $84,719 | $125,003 | $— | $209,722 | | Roderick A. Larson | $90,133 | $125,003 | $— | $215,136 | | Michael A. Lewis | $93,750 | $125,003 | $— | $218,753 | | Claudia M. Meer | $100,000 | $125,003 | $— | $225,003 | | John C. Mingé | $80,000 | $125,003 | $— | $205,003 | | Rose M. Robeson | $130,000 | $155,002 | $— | $285,002 | | Donald W. Young (5) | $48,250 | $— | $32,878 | $81,128 |
DIRECTOR COMPENSATION
(1)The Board members are paid on a quarterly basis in advance. (2)Represents the aggregate grant date fair value for restricted stock awards granted to the non-employee directors in 2025. The grant date fair value of the restricted stock awarded in 2025, as determined pursuant to ASC Topic 718, was $8.28 per share. See Note 12, “Stock-Based Compensation and Other Benefit Plans,” in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for the relevant assumptions used to determine the valuation of our stock awards. (3)As of December 31, 2025, Messrs. Cutillo, Larson, Lewis, and Mingé, and Ms. Meer each had 15,097 shares of restricted stock outstanding, which will fully vest May 15, 2026, and Ms. Robeson had 18,720 shares of restricted stock outstanding, which will fully vest May 15, 2026. (4)Represents the pro-rata cash payment made to Mr. Young in connection with the forfeiture of the restricted stock award granted to Mr. Young on May 15, 2025. (5)Mr. Young resigned from the Board effective as of August 19, 2025.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
| Nominees and Voting |
ELECTION OF DIRECTORS
Seven directors are to be elected at the Annual Meeting, each to hold office until the next annual meeting of stockholders or until such director’s successor has been duly elected and qualified. The Board of Directors has nominated for election as directors the seven persons named below based on the recommendation of the NCG Committee. All nominees are incumbent directors. Proxies solicited hereby cannot be voted for a greater number of vacancies than the nominees for director set forth below. The Board of Directors recommends that the stockholders vote “FOR” the election of each of the seven nominees. Unless directed otherwise, the persons named in the enclosed proxy intend to vote the shares of common stock represented by the proxies in favor of the election of these nominees. All of the Board’s nominees have indicated that they are able and willing to serve as directors. If for any reason one or more of these nominees are unable to serve, the persons named in the enclosed proxy will vote instead for another person or persons that the Board of Directors may recommend, or the number of directors may be further reduced. Please note that brokers may not vote your shares on the election of directors in the absence of your specific instructions as to how to vote. We encourage you to provide instructions to your broker regarding the voting of your shares. Our Board members represent a desirable mix of diverse backgrounds, skills and experiences and we believe they all share the personal attributes of effective directors. They each hold themselves to the highest standards of integrity and are committed to the long-term best interests of our stockholders. No family relationships exist among any of our directors or executive officers. Biographical information for each of the director nominees, including the key qualifications, experience, attributes and skills that led our Board to the conclusion that each of the director nominees should serve as a director, is set forth below.
ELECTION OF DIRECTORS
| Joseph A. Cutillo | | | | EXPERIENCE | | | Mr. Cutillo joined our Board in March 2025. Mr. Cutillo currently serves as a member of our Audit, NCG and Compensation Committees. Mr. Cutillo has served as the Chief Executive Officer and a director of Sterling Infrastructure, Inc. (NASDAQ: STRL) (“Sterling”), an infrastructure services company, since 2017. Prior to his appointment as Chief Executive Officer of Sterling, Mr. Cutillo held varying positions of increasing responsibility at Sterling, including Vice President, Strategy & Business Development, Executive Vice President and Chief Business Development Officer and President. Prior to joining Sterling, Mr. Cutillo was President and Chief Executive Officer of Inland Pipe Rehabilitation LLC, a private equity-backed trenchless pipe rehabilitation company, from August 2008 to October 2015. Mr. Cutillo currently serves on the board and executive committee of the American Road and Transportation Builders Association and as a member of the Northeastern University Civil and Environmental Engineering Industry Advisory Board. In December 2024, Mr. Cutillo was appointed to the Working Group on Covered Resources for the Federal Highway Administration. He holds a B.S. in Mechanical Engineering from Northeastern University, where he was a member of the National Honor Society for Mechanical Engineers. | | Age 60 Director Since: 2025 Committees: Audit, Compensation and NCG | | | | QUALIFICATIONS | | | Mr. Cutillo brings over 31 years of experience in strategy and operations associated with the development of critical infrastructure, transportation and datacenter construction projects. He has also served as a seasoned executive in roles such as CEO and Vice President of Business Development, bringing a depth of operational and leadership experience at various levels of management. Mr. Cutillo provides our Board with a unique perspective with his background in critical infrastructure markets, which strongly align with our strategic focus. |
ELECTION OF DIRECTORS
| Matthew S. Lanigan | | | | EXPERIENCE | | | Mr. Lanigan joined our Board of Directors in March 2022 when he was promoted to President and Chief Executive Officer of Newpark. Mr. Lanigan joined Newpark in April 2016 in the position of President, Mats & Integrated Services and Vice President, Newpark Resources, Inc. Mr. Lanigan served in this role until September 2021 when he was promoted to President and Chief Operating Officer of Newpark. Mr. Lanigan received his Bachelor’s degree in Chemical Engineering from Royal Melbourne Institute of Technology and his MBA from the Melbourne Business School at the University of Melbourne and certification as a Six Sigma Master Black Belt. Mr. Lanigan began his professional career at ExxonMobil in Australia working on rigs as a Drilling & Completions Engineer, progressing from there to Offshore Production Engineer and as a Marketer for Crude & LPG. While pursuing his MBA he accepted a position with GE in the Plastics division where he rose to the role of Chief Marketing Officer before transferring to the Capital division of GE, based in the UK. His first opportunity to work in the United States came with the Enterprise Client Group of GE’s Capital division, where he worked in leadership roles in Sales & Marketing. In 2011, Mr. Lanigan was appointed as the Director of Commercial Excellence for Asia Pacific, based in Australia. In addition to growing revenue and market share, key responsibilities for this role included developing cross-organizational synergies and market entry strategies. | | Age 55 Director Since: 2022 Committees: None | | | | QUALIFICATIONS | | | Mr. Lanigan’s service as our President and Chief Executive Officer, along with his previous tenure as both President and Chief Operating Officer of the Company as well as President of our Industrial Solutions Segment, provide in-depth knowledge and expertise regarding our operations, customers, competitors, markets and strategy. His extensive international experience and knowledge of the industries we serve brings valuable insight and experience which is critical to our business. Mr. Lanigan also has previous experience with leading an executive team, in both domestic and international markets. His business judgment, management experience and leadership skills offer an exceptional perspective with respect to the opportunities, risks and challenges facing our company. |
ELECTION OF DIRECTORS
| Roderick A. Larson | | | | EXPERIENCE | | | Mr. Larson joined our Board of Directors in March 2014. Mr. Larson currently serves as the Chair of our Compensation Committee and as a member of our Audit, NCG and Compensation Committees. Mr. Larson previously served as Chair of our Nominating Committee from May 2018 until April 2022. Beginning in May 2012, Mr. Larson served as Chief Operating Officer of Oceaneering International, Inc. (NYSE: OII), a global provider of engineered services and products, and effective February 2015, was named President of the company. In May 2017, Mr. Larson was appointed to serve as a Director and President and Chief Executive Officer of Oceaneering International, Inc. From August 1998 until May 2012, Mr. Larson held varying positions of increasing responsibility at Baker Hughes, Inc., most recently as President, Latin America. While at Baker Hughes, Inc., Mr. Larson served as Vice President, Operations for the Gulf of Mexico and Deepwater Business Development Manager. From 1990 until 1998, he served as operations manager and field engineer for Western Atlas, Inc. (which was acquired by Baker Hughes) in the United States and Venezuela. Mr. Larson also serves as the chairman of the Houston American Hear Association and serves on the boards of the American Petroleum Institute, the National Ocean Industries Association and the National Petroleum Council. | | Age 59 Director Since: 2014 Committees: Audit, Compensation (Chair) and NCG | | | | QUALIFICATIONS | | | Mr. Larson brings over 31 years of experience in management responsibility for several large manufacturing facilities, extensive internationally deployed rental fleet and integrity management services. Based upon his experience and in his current position as President and Chief Executive Officer of Oceaneering, he provides valuable insight including the risks, opportunities, and challenges in the manufacturing and deployment of rental fleets. In addition, based on his experience at all levels of various organizations, Mr. Larson offers leadership and understanding of the operations and management of a large, global business. |
ELECTION OF DIRECTORS
| Michael A. Lewis | | | | EXPERIENCE | | | Mr. Lewis joined our Board of Directors in January 2021. Mr. Lewis has served as Chair of the NCG Committee since April 2022 and currently serves as a member of our Audit and Compensation Committees. Mr. Lewis has over 34 years of electric operations experience, having served as both Interim President as well as Senior Vice President, Electric Operations of Pacific Gas & Electric Corporation (“PG&E”), which filed for bankruptcy protection in 2019 and successfully emerged from bankruptcy in 2020. In these roles, Mr. Lewis oversaw all aspects of PG&E’s Electric Operations, including the company’s wildfire prevention and response efforts, longer-term grid resiliency initiatives, system-wide vegetation management work and emergency preparedness and response efforts. Mr. Lewis joined PG&E in 2018 and retired from PG&E in December 2020. Prior to joining PG&E, from 2016 to July 2018, Mr. Lewis served as Duke Energy’s Senior Vice President and Chief Distribution Officer, responsible for distribution operations across six states. Mr. Lewis previously served in increasingly more senior roles in electric transmission and distribution, including as Chief Transmission Officer at Duke Energy. He holds a bachelor’s degree in electrical engineering from the University of Florida and an MBA from Nova Southeastern University. He attended both the Advanced Management Program at Duke University and the Finance and Accounting for Non-Financial Management Program at the University of Pennsylvania Wharton School. In January 2021, Mr. Lewis was appointed and currently serves on the Board of Directors of Portland General Electric Company (NYSE: POR) as an independent director, as well as a member of the Board’s Compensation and Finance Committees. In October 2021, Mr. Lewis was appointed and currently serves on the Board of Directors of Osmose Utilities Services, Inc. Additionally, in May 2023, Mr. Lewis was appointed and currently serves on the Board of Directors of Kinross Gold Corporation (NYSE:KGC), as well as a member of its Corporate Governance and Nominating Committee Corporate Responsibility and Technical Committee. | | Age 64 Director Since: 2021 Committees: Audit, Compensation and NCG (Chair) | | | | QUALIFICATIONS | | | Mr. Lewis brings over 36 years of electric and gas utility operations experience, much of which is directly applicable to our industrial services segment. In light of our strategic focus on accelerating growth within electrical utility and industrial end-markets, his extensive career in the electric utility industry and deep knowledge of the industry’s approach to environmental sustainability provides a distinctive perspective to our Board. Mr. Lewis brings valuable insight into the perspectives of our site access and solutions customers. In addition to his knowledge of the electric utility and industrial business, his background has provided Mr. Lewis with valuable experiences in the areas of senior management, human resources, ESG, strategic planning, safety and crisis management. |
ELECTION OF DIRECTORS
| Claudia M. Meer | | | | EXPERIENCE | | | Ms. Meer joined our Board of Directors in March 2022. Ms. Meer has served as Chair of the Audit committee since May 2023 and currently serves as a member of our Compensation and NCG Committees. Ms. Meer is the co-founder of CoreMax Consulting (“CoreMax”), a woman-owned consulting firm focusing on clean energy strategic advisory services with expertise in structured finance, project management, analytics and IT technology. Ms. Meer has served as the Chief Executive Officer of CoreMax since its founding in 2011. She has extensive cleantech and energy transition experience, most recently serving as Chief Investment Officer and Chief Financial Officer from July 2019 to September 2020 of AlphaStruxure, an EaaS joint venture between The Carlyle Group and Schneider Electric, formed to develop and fund clean energy infrastructure. Prior to AlphaStruxure, she served as the Chief Executive Officer and U.S. Country Director from August 2018 to July 2019 of Dalkia U.S., the EDF Group’s U.S.-based building energy efficiency business (“Dalkia”), where she focused on building-centric energy efficiency, smart technologies and clean energy generation to drive rapid organic growth and acquisitions. She had previously served as Senior Vice President, Business and Corporate Development of Dalkia from August 2017 to July 2019. From January 2001 to July 2017 she held various positions, including creating and overseeing the public-private partnership and clean energy development and investment groups at Clark Construction Group, LLC. Ms. Meer began her career in investment banking at J.P. Morgan and has significant experience in corporate finance and mergers and acquisitions. She served from February 2021 to January 2025 as a Board member and Chairman of the Audit Committee of iSun, Inc., an engineering, procurement and construction company focused on solar, storage and electric vehicle services, which was acquired in September 2024 by Original Clean Energy, a subsidiary of Clean Royalties. Ms. Meer joined the Board of Directors of Chaberton Energy Holdings, Inc. in October 2025. As of 2021, Ms. Meer has served as Senior Strategic Advisor to CVC DIF and as a member of the Board of Directors, Compensation Committee Chair and Acting Board Chair Enfra Solutions (formerly known as of Bernhard), their portfolio company and one of the largest energy as a service companies. She previously served as a Member of the Executive Advisory Counsel at New Mountain Capital from February 2021 through June of 2023. Ms. Meer also serves as the Chair of The Penn Fund Executive Board of the University of Pennsylvania. | | Age 64 Director Since: March 2022 Committees: Audit (Chair), Compensation and NCG | | | | QUALIFICATIONS | | | Ms. Meer brings over 39 years of experience in structured finance, mergers and acquisitions, and strategic planning. She has served as a seasoned executive in roles such as CEO, CFO and CIO and has been a member of the Board of a publicly traded company and several privately held companies focused on renewable energy development and generation and fleet electrification technology. Ms. Meer has extensive leadership and management experience, domestic and international, and has built new business lines for organizations to help them enter new markets and provide new services to clients. Ms. Meer provides our Board with a unique perspective with her background in infrastructure and utility scale renewable energy development and clean energy. |
ELECTION OF DIRECTORS
| John C. Mingé | | | | EXPERIENCE | | | Mr. Mingé joined our Board of Directors in December 2017. Mr. Mingé currently serves as a member of our Audit, NCG and Compensation Committees. Mr. Mingé previously served as Chair of our Compensation Committee from May 2018 until April 2023. Mr. Mingé was appointed as the Interim Chief Operating Officer of Crescent Energy, an energy company from June 2024 until July 2025. Prior to that, Mr. Mingé retired as an employee of BP America, Inc. in December 2019, where he most recently served as chairman of a study by the National Petroleum Council into carbon capture utilization and storage technologies. From February 2013 to May 2018, he served as the Chairman and President of BP America, Inc., a subsidiary of BP plc (NYSE: BP), comprised of BP business units involved in exploration and production, refining, chemicals, supply and trading, pipeline operations, shipping and alternative energy. During his 37-year career with BP, Mr. Mingé held a variety of executive and engineering posts around the globe, including assignments as head of BP Alaska, head of BP’s Asia Pacific Exploration and Production Unit, president of BP Indonesia, and president of exploration and production for BP Vietnam and China. Mr. Mingé began his career with Standard Oil of Ohio in Cleveland, Ohio as a drilling research engineer and then served in varying positions of increasing responsibility throughout the United States, United Kingdom and Southeast Asia. From July 2019 and July 2022, Mr. Mingé served as a non-executive director for Proserv Group Parent LLC. Mr. Mingé is currently engaged in consulting and advisory services through JC Mingé Energy Services, LLC, and is engaged as a Senior Advisor to KKR and a Senior Advisor to McKinsey & Company. Additionally, Mr. Mingé currently serves as a non-executive director for Lynden, Inc. and as Chairman of the Washington State University Foundation. | | Age 64 Director Since: 2017 Committees: Audit, Compensation and NCG | | | | QUALIFICATIONS | | | Mr. Mingé brings over 39 years of experience in the oil and gas exploration and production business, with senior level responsibilities at one of the largest companies in the world and continues to provide consulting and advisory services in this space. He has had extensive management experience at a number of significant business units, both in the United States and internationally. In addition to his knowledge of the energy business, his background and current engagements provide Mr. Mingé with valuable experiences in the areas of strategy development, business integrations, organizational structure, talent development, government affairs, and crisis management. |
ELECTION OF DIRECTORS
| Rose M. Robeson | | | | EXPERIENCE | | | Ms. Robeson joined our Board of Directors in January 2018 and currently serves as the Board Chair. Ms. Robeson previously served as Chair of the Audit Committee from March 2021 and as a member of our Compensation and NCG Committees until her appointment as Board Chair in May 2023. Ms. Robeson served as Senior Vice President and Chief Financial Officer of DCP Midstream GP, LLC, the general partner of DCP Midstream GP LP, which is the general partner of DCP Midstream Partners, LP, a publicly-traded limited partnership, from May 2012 until her retirement in March 2014. Ms. Robeson also served as Group Vice President and Chief Financial Officer of DCP Midstream, LLC from January 2002 to May 2012. Prior to her appointment as Chief Financial Officer of DCP Midstream, LLC, Ms. Robeson was the Vice President and Treasurer. Prior to joining DCP Midstream, LLC, Ms. Robeson held a variety of executive finance positions at Total Petroleum and Kinder Morgan. In December 2020, Ms. Robeson was appointed and currently serves on the Williams Companies, Inc. (NYSE: WMB) Board of Directors as an independent director, as well as the chair of its Audit Committee, and a member of its Environmental, Health and Safety Committee. Since July 2014, Ms. Robeson has served as a member of the Board of Directors of SM Energy Company (NYSE: SM) and is currently serving as a member of the Audit Committee and Compensation Committee. From May 2017 to March 2019, Ms. Robeson served as a member of the Board of Directors and Audit Committee Chair of AMGP GP LLC, the general partner of Antero Midstream GP LP, (“AMGP”). Ms. Robeson previously served as a member of the Board of Directors of Antero Midstream Corporation (NYSE: AM) as of March 2019 as a result of the merger completed by AMGP until June 2022, and during her tenure on the Antero Midstream board she served as Audit Committee Chair and as a member of the Nominating and Governance Committee and as a member of the Conflicts Committee. From June 2014 until June 2016, Ms. Robeson served as a director of American Midstream GP, LLC, the general partner of American Midstream Partners, LP, a publicly traded limited partnership. Ms. Robeson served as a director of Tesco Corporation from October 2015 until its acquisition by Nabors Industries Ltd. in December 2017. | | Age 65 Director Since: 2018 Committees: None | | | | QUALIFICATIONS | | | Ms. Robeson has over 39 years of experience in various aspects of the energy industry, including exploration and production, midstream and refining, and marketing. In addition to her role as a senior financial professional, with accounting oversight responsibilities, she also has experience as a senior executive, as well as an independent board member of several publicly-traded companies. In addition to her background providing a well-rounded leadership experience, she is particularly knowledgeable in the areas of corporate finance, financial reporting, accounting, corporate governance, risk management and strategic planning. |