DEF 14A of NWPX Infrastructure, Inc.
Filed Apr 23, 2026 · FY20250001437749-26-013175
Election of Directors
Election of Directors Director Nominees
Election of Directors
| | Scott Montross Years as a Director: 13 Committees: None Independent: No | | John Paschal Years as a Director: 6 Committees: Nominating and Governance Committee (Chairperson) and Environmental and Social Governance Committee Independent: Yes |
Election of Directors
| Specific Experience, Qualifications, Attributes, and Skills: | Specific Experience, Qualifications, Attributes, and Skills: | | • Experienced leader in commercial and operational disciplines, strategy including business turnaround and driving growth • 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 | • Extensive understanding of manufacturing • Broad experience with human capital, operations, and governance issues gained through hands-on leadership • Significant expertise in commercial strategy, supply chain, and logistics |
Election of Directors
Continuing Directors
Election of Directors
| | | | | | | Michael Franson | Amanda Julian, PhD, MA | Keith Larson | Irma Lockridge | Richard Roman |
Election of Directors
| | 2026 Proxy Statement |
Election of Directors
| ABOUT NWPX | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | INDEPENDENT ACCOUNTING | OTHER INFORMATION |
Advisory Vote on the Company’s Executive Compensation
| Name | Principal Position | Salary | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Scott Montross | Director, President, and CEO | $732,182 | $1,280,061 | $1,464,364 | $16,323 | $3,492,930 | | Aaron Wilkins | Senior Vice President (“SVP”), CFO, and Corporate Secretary | 440,451 | 440,004 | 528,541 | 15,289 | 1,424,285 | | Miles Brittain | Executive Vice President (1) | 434,190 | 440,004 | 521,028 | 17,283 | 1,412,505 | | Eric Stokes | SVP and General Manager (“GM”) of WTS (2) | 356,320 | 361,121 | 356,320 | 14,809 | 1,088,570 | | Michael Wray | SVP and GM of Precast (3) | 356,320 | 361,121 | 356,320 | 15,770 | 1,089,531 |
Nominees and Continuing Directors
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 and Continuing Directors
| | | Director | Expiration of | Expiration of | | Nominees | Age | Since | Current Term | Nominated Term | | Scott Montross | 61 | 2013 | 2026 | 2029 | | John Paschal | 67 | 2019 | 2026 | 2029 | | Continuing Directors | | | | | | Michael Franson | 71 | 2016 | 2028 | | | Amanda Julian | 50 | 2020 | 2027 | | | Keith Larson | 68 | 2007 | 2027 | | | Irma Lockridge | 53 | 2023 | 2028 | | | Richard Roman | 74 | 2003 | 2027 | |
Nominees and Continuing Directors
| | 2026 Proxy Statement |
Nominees and Continuing Directors
| ABOUT NWPX | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | INDEPENDENT ACCOUNTING | OTHER INFORMATION |
Nominees for Director
Nominees for Director
Nominees for Director
| | Scott Montross Years as a Director: 13 Age: 61 Committees: None Independent: No Other directorships: None |
Nominees for Director
| Specific Experience, Qualifications, Attributes, and Skills: ✔ Experienced leader in commercial and operational disciplines, strategy including turnaround and driving growth ✔ 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. |
Nominees for Director
| | John Paschal Years as a Director: 6 Age: 67 Committees: Nominating and Governance Committee (Chairperson) and Environmental and Social Governance Committee Independent: Yes Other directorships: None |
Nominees for Director
| Specific Experience, Qualifications, Attributes, and Skills: ✔ Extensive understanding of manufacturing ✔ Broad experience with human capital, operations, and governance issues gained through hands-on leadership ✔ Significant expertise in commercial strategy, 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. |
Nominees for Director
| | 2026 Proxy Statement |
Nominees for Director
| ABOUT NWPX | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | INDEPENDENT ACCOUNTING | OTHER INFORMATION |
Continuing Directors
Continuing Directors
Continuing Directors
| | Michael Franson - Lead Director Years as a Director: 21 Age: 71 Committees: Compensation Committee (Chairperson) and Audit Committee Independent: Yes Other directorships: None |
Continuing Directors
| 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 February 2001 until August 2005, and again from January 2007 until June 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. 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. |
Continuing Directors
| | 2026 Proxy Statement |
Continuing Directors
| ABOUT NWPX | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | INDEPENDENT ACCOUNTING | OTHER INFORMATION |
Continuing Directors
| | Amanda Julian, PhD, MA Years as a Director: 5 Age: 50 Committees: Environmental and Social Governance Committee (Chairperson) and Nominating and Governance Committee Independent: Yes Other directorships: None |
Continuing Directors
| 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 25 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. |
Continuing Directors
| | Keith Larson Years as a Director: 18 Age: 68 Committees: Audit Committee (Chairperson), Compensation Committee, and Environmental and Social Governance Committee Independent: Yes Other directorships: AST SpaceMobile, Inc. (NASDAQ: ASTS) |
Continuing Directors
| 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 joined the board of directors of AST SpaceMobile, Inc. in January 2025, which is creating a space-based cellular broadband network. 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. |
Continuing Directors
| | 2026 Proxy Statement |
Continuing Directors
| ABOUT NWPX | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | INDEPENDENT ACCOUNTING | OTHER INFORMATION |
Continuing Directors
| | Irma Lockridge Years as a Director: 3 Age: 53 Committees: Compensation Committee and Nominating and Governance Committee Independent: Yes Other directorships: Trinity Capital (NASDAQ: TRIN) |
Continuing Directors
| 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 workplace belonging ✔ 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 Officer at Laborie Medical Technologies, a subsidiary of Patricia Industries, part of Investor AB, since April 2026 where she is responsible for the people and culture organization, helping the company achieve its growth goals as part of the executive team. Ms. Lockridge served as the Chief People and Systems Officer at CoorsTek, a global engineered ceramics manufacturer, from April 2016 to April 2026. 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. |
Continuing Directors
| | Richard Roman - Chairperson Years as a Director: 23 Age: 74 Committees: Audit Committee Independent: Yes Other directorships: None |
Continuing Directors
| 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
| | 2026 Proxy Statement |
Continuing Directors
| ABOUT NWPX | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | INDEPENDENT ACCOUNTING | OTHER INFORMATION |
Director Compensation
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 2025, 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:
Director Compensation
| | Effective Prior to | Effective | | Director Positions | June 2025 | June 2025 | | Chairperson of the Board annual retainer | $135,000 | $145,000 | | Annual retainer, except for Chairperson of the Board | 65,000 | 70,000 | | Lead Director | 25,000 | 25,000 | | Audit Committee Chairperson | 20,000 | 20,000 | | Audit Committee non-chair member | 10,000 | 10,000 | | Compensation Committee Chairperson | 15,000 | 15,000 | | Compensation Committee non-chair member | 7,500 | 7,500 | | Environmental and Social Governance Committee Chairperson | 10,000 | 10,000 | | Environmental and Social Governance Committee non-chair member | 5,000 | 5,000 | | Nominating and Governance Committee Chairperson | 10,000 | 10,000 | | Nominating and Governance Committee non-chair member | 5,000 | 5,000 |
Director Compensation
| | 2026 Proxy Statement |
Director Compensation
| ABOUT NWPX | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | INDEPENDENT ACCOUNTING | OTHER INFORMATION |
Director Compensation
In addition, each nonemployee director receives an annual award of $85,000 payable solely in shares of the Company’s Common Stock pursuant to the Company’s 2022 Stock Incentive plan (“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, 2025, with the exception of Mr. Montross, CEO, whose compensation is included in the Summary Compensation Table on page 47.
Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards (1) | Total | | Michael Franson | $117,500 | $85,000 | $202,500 | | Amanda Julian | 82,500 | 85,000 | 167,500 | | Keith Larson | 100,000 | 85,000 | 185,000 | | Irma Lockridge | 80,000 | 85,000 | 165,000 | | John Paschal | 82,500 | 85,000 | 167,500 | | Richard Roman | 150,000 | 85,000 | 235,000 |
Director Compensation
| (1) On June 12, 2025, 2,166 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 2025 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 13 of the Notes to Consolidated Financial Statements in Part II – Item 8. “Financial Statements and Supplementary Data” of the 2025 Annual Report to Shareholders. |
Director Compensation
| | 2026 Proxy Statement |
Director Compensation
Advisory Vote on the Company’s Executive Compensation
Director Compensation
| | Vote FOR! | Your Board of Directors unanimously recommends a vote for this proposal. |
Director Compensation
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 NWPX Infrastructure, Inc. approve, on an advisory basis, the compensation paid to the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2026 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 2025. 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.
Director Compensation
| | 2026 Proxy Statement |
Director Compensation
| ABOUT NWPX | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | INDEPENDENT ACCOUNTING | OTHER INFORMATION |
Director Compensation
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 2026 Annual Meeting of Shareholders.
Executive Compensation Discussion and Analysis
| ✔ | What The Company Does | ✘ | 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. The Company requires 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 or pledge its stock. |
Process for Setting Executive Compensation
| • | 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 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 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 2024 to perform a market review of executive compensation and incentive plans. |
Elements of Compensation
| 70% of Payout Based on Adjusted Income Before Income Taxes Performance in 2025 | 10% of Payout Based on FCF in 2025 | 10% of Payout Based on Total Recordable Incident Rate Performance in 2025 | Payout as a Percentage of Base Salary for the CEO | Payout as a Percentage of Base Salary for the CFO and Executive Vice President | Payout as a Percentage of Base Salary for the other NEOs | | > $45,625,000 | > $37,500,000 | < 1.9 | 200% | 120% | 100% | | $36,500,000 | $30,000,000 | 2.3 | 100% | 60% | 50% | | $21,900,000 | $18,000,000 | 2.8 | 50% | 30% | 25% | | < $21,900,000 | < $18,000,000 | > 2.8 | 0% | 0% | 0% |
Elements of Compensation
Cash payments under this short-term incentive plan were made in March 2026 and were determined by multiplying eligible wages earned during 2025 by the payout percentage of 200% for Mr. Montross, 120% for Messrs. Wilkins and Brittain, and 100% 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 47. Discretionary Compensation NWPX Infrastructure 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 2025, no discretionary cash compensation was awarded. Discretionary compensation is reflected in the ‘Bonus’ column in the Summary Compensation Table on page 47.
Elements of Compensation
Equity Incentive Awards NWPX Infrastructure 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. When granted, restricted stock units (“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, performance share awards (“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. In 2025, 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 2025 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 with payouts for performance between the rankings interpolated on a straight-line basis:
Elements of Compensation
| EBITDA Margin Performance | Payout as a Percentage of Target Award | | > 16.9% | 200% | | 13.0% | 100% | | 9.0% | 50% | | < 9.0% | 0% |
Elements of Compensation
One-third of the PSAs awarded in 2025 vested on March 31, 2026 based on EBITDA Margin Performance for the 2025 fiscal year; the actual number of shares of Common Stock that were issued was determined by multiplying the PSAs by a payout percentage of 109%. One-third of the PSAs will vest on March 31, 2027 based on EBITDA Margin Performance for the 2025-2026 fiscal years and one-third of the PSAs will vest on March 31, 2028 based on EBITDA Margin Performance for the 2025-2027 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, 2028, 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 2025 vested on January 15, 2026, and one-third of the RSUs will vest on January 15, 2027 and January 14, 2028, 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 14, 2028, 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.
Summary Compensation Table
Summary Compensation Table The following table reflects compensation for the Named Executive Officers for the years ended December 31, 2025, 2024, and 2023. 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.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Scott Montross | 2025 | $732,182 | $1,280,061 | $1,464,364 | $16,323(3) | $3,492,930 | | Director, President, and CEO | 2024 | 727,846 | 1,075,635 | 1,363,842 | 1,548(2) | 3,168,871 | | | 2023 | 700,793 | 977,844 | 720,939 | 14,748(3) | 2,414,324 | | Aaron Wilkins | 2025 | 440,451 | 440,004 | 528,541 | 15,289(4) | 1,424,285 | | SVP, CFO, and Corporate Secretary | 2024 | 430,000 | 400,034 | 483,442 | 15,108(4) | 1,328,584 | | | 2023 | 391,250 | 365,012 | 241,499 | 12,270(4) | 1,010,031 | | Miles Brittain | 2025 | 434,190 | 440,004 | 521,028 | 17,283(4) | 1,412,505 | | Executive Vice President | 2024 | 430,000 | 400,034 | 483,442 | 17,136(4) | 1,330,612 | | | 2023 | 391,250 | 365,012 | 241,499 | 16,536(4) | 1,014,297 | | Eric Stokes | 2025 | 356,320 | 361,121 | 356,320 | 14,809(3) | 1,088,570 | | SVP and GM of WTS | 2024 | 357,616 | 347,216 | 335,051 | 14,627(3) | 1,054,510 | | | 2023 | 342,285 | 327,539 | 176,063 | 14,009(3) | 859,896 | | Michael Wray | 2025 | 356,320 | 361,121 | 356,320 | 15,770(4) | 1,089,531 | | SVP and GM of Precast | 2024 | 357,616 | 347,216 | 335,051 | 15,587(4) | 1,055,470 | | | 2023 | 338,575 | 312,709 | 174,154 | 14,958(4) | 840,396 |
Summary Compensation Table
| (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 13 of the Notes to the Consolidated Financial Statements included in Part II – Item 8. “Financial Statements and Supplementary Data” of the 2025 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 life insurance premiums. | | (3) Includes amounts paid by the Company for contributions to the qualified 401(k) defined contribution plan and life insurance premiums. | | (4) Includes amounts paid by the Company for contributions to the qualified 401(k) defined contribution plan, life insurance premiums, and a monthly phone allowance. |
Summary Compensation Table
| | 2026 Proxy Statement |
Summary Compensation Table
| ABOUT NWPX | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | INDEPENDENT ACCOUNTING | OTHER INFORMATION |
Summary Compensation Table
2025 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, 2025.
Summary Compensation Table
| | | 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 | Grant Date Fair Value of Stock | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Awards ($) (4) | | Scott Montross | Non-Equity Award | $- | $732,182 | $1,464,364 | | | | | | | | 3/27/2025(2) | | | | - | 22,637 | 45,274 | | $960,035 | | | 3/27/2025(3) | | | | | | | 7,546 | 320,026 | | Aaron Wilkins | Non-Equity Award | - | 264,271 | 528,541 | | | | | | | | 3/27/2025(2) | | | | - | 7,781 | 15,562 | | 329,992 | | | 3/27/2025(3) | | | | | | | 2,594 | 110,012 | | Miles Brittain | Non-Equity Award | - | 260,514 | 521,028 | | | | | | | | 3/27/2025(2) | | | | - | 7,781 | 15,562 | | 329,992 | | | 3/27/2025(3) | | | | | | | 2,594 | 110,012 | | Eric Stokes | Non-Equity Award | - | 178,160 | 356,320 | | | | | | | | 3/27/2025(2) | | | | - | 6,386 | 12,772 | | 270,830 | | | 3/27/2025(3) | | | | | | | 2,129 | 90,291 | | Michael Wray | Non-Equity Award | - | 178,160 | 356,320 | | | | | | | | 3/27/2025(2) | | | | - | 6,386 | 12,772 | | 270,830 | | | 3/27/2025(3) | | | | | | | 2,129 | 90,291 |
Summary Compensation Table
| (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 2024. 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 47. | | (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 13 of the Consolidated Financial Statements included in Part II – Item 8. “Financial Statements and Supplementary Data” of the 2025 Annual Report to Shareholders. |
Summary Compensation Table
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Summary Compensation Table
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Summary Compensation Table
Outstanding Equity Awards at 2025 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, 2025.
Summary Compensation Table
| | 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 | 62,337 | $3,895,438 | | Aaron Wilkins | 22,348 | 1,396,527 | | Miles Brittain | 22,348 | 1,396,527 | | Eric Stokes | 19,033 | 1,189,372 | | Michael Wray | 18,861 | 1,178,624 |
Summary Compensation Table
| (1) The following table sets forth, for each of the Named Executive Officers, the number of shares outstanding as of December 31, 2025 for each of the Equity Incentive Plan awards granted. |
Summary Compensation Table
| Name | PSAs granted April 8, 2023 (a) | RSUs granted April 8, 2023 (b) | PSAs granted March 28, 2024 (c) | RSUs granted March 28, 2024 (d) | PSAs granted March 27, 2025 (e) | RSUs granted March 27, 2025 (f) | | Scott Montross | 8,606 | 2,869 | 15,509 | 5,170 | 22,637 | 7,546 | | Aaron Wilkins | 3,212 | 1,070 | 5,768 | 1,923 | 7,781 | 2,594 | | Miles Brittain | 3,212 | 1,070 | 5,768 | 1,923 | 7,781 | 2,594 | | Eric Stokes | 2,883 | 960 | 5,006 | 1,669 | 6,386 | 2,129 | | Michael Wray | 2,753 | 918 | 5,006 | 1,669 | 6,386 | 2,129 |
Summary Compensation Table
| (a) These PSAs were granted on April 8, 2023 and vest based on the Company’s EBITDA Margin Performance over the measurement period. These PSAs vested on March 31, 2026, based on EBITDA Margin Performance for the 2023-2025 fiscal years; the actual number of shares of Common Stock that were issued was determined by multiplying the PSAs by a payout percentage of 117%. | | (b) These RSUs were granted on April 8, 2023 and vested on January 15, 2026. | | (c) These PSAs were granted on March 28, 2024 and vest based on the Company’s EBITDA Margin Performance over the measurement period. One-half of these PSAs vested on March 31, 2026 based on EBITDA Margin Performance for the 2024-2025 fiscal years; the actual number of shares of Common Stock that were issued was determined by multiplying the PSAs by a payout percentage of 130%. Subject to continued employment, one-half of these PSAs will vest on March 31, 2027, based on EBITDA Margin Performance for the 2024-2026 fiscal years. | | (d) These RSUs were granted on March 28, 2024. One-half of these RSUs vested on January 15, 2026, and, subject to continued employment, one-half of these RSUs will vest on January 15, 2027. | | (e) These PSAs were granted on March 27, 2025 and vest based on the Company’s EBITDA Margin Performance over the measurement period. One-third of these PSAs vested on March 31, 2026 based on EBITDA Margin Performance for the 2025 fiscal year; the actual number of shares of Common Stock that were issued was determined by multiplying the PSAs by a payout percentage of 109%. Subject to continued employment, one-third of these PSAs will vest on March 31, 2027, based on EBITDA Margin Performance for the 2025-2026 fiscal years and one-third of these PSAs will vest on March 31, 2028, based on EBITDA Margin Performance for the 2025-2027 fiscal years. | | (f) These RSUs were granted on March 27, 2025. One-third of these RSUs vested on January 15, 2026, and, subject to continued employment, one-third of these RSUs will vest on January 15, 2027 and January 14, 2028. |
Summary Compensation Table
| (2) Market value is based on the closing market price of $62.49 of the Company’s Common Stock on December 31, 2025. |
Summary Compensation Table
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Summary Compensation Table
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Summary Compensation Table
2025 Option Exercises and Stock Vested The following table sets forth, for each of the Named Executive Officers, the number of shares acquired upon vesting of stock awards during 2025 and the related value realized upon such vesting. There were no issued, vested, or outstanding stock options during 2025.
Summary Compensation Table
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | Scott Montross | 37,346 | $1,602,022 | | Aaron Wilkins | 13,248 | 568,280 | | Miles Brittain | 13,248 | 568,280 | | Eric Stokes | 11,749 | 503,994 | | Michael Wray | 11,405 | 489,220 |
Summary Compensation Table
| (1) This column shows the number of shares acquired on vesting in 2025 by the Named Executive Officers. The actual number of shares received by these individuals from shares vested in 2025 (net of shares used to cover the applicable income taxes, if so elected) was as follows: Mr. Montross – 22,453, Mr. Wilkins – 7,867, Mr. Brittain – 7,867, Mr. Stokes – 7,230, and Mr. Wray – 6,774. | | (2) The value realized on vesting is based on the closing market price multiplied by the number of shares of stock vested on the applicable vesting date. |
Summary Compensation Table
2025 Nonqualified Deferred Compensation The following table sets forth, for each of the Named Executive Officers, the earnings generated by the investments within the Deferred Compensation Plan, which was frozen in 2016, and the balance of each Named Executive Officer’s account under the Plan for the year ended December 31, 2025.
Summary Compensation Table
| Name | Aggregate Earnings in Last Fiscal Year (1) | Aggregate Withdrawals/ Distributions ($) | | Aggregate Balance at Last Fiscal Year-End (2) | | Scott Montross | $13,787 | $(92,576 | )(3) | $100,315 | | Aaron Wilkins | - | - | | - | | Miles Brittain | 13,101 | - | | 85,755 | | Eric Stokes | - | - | | - | | Michael Wray | 4,901 | - | | 36,181 |
Summary Compensation Table
| (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 2023, 2024, or 2025 and, therefore, no amounts in this column have previously been reported in the Summary Compensation Table. | | (3) In-service distribution was pursuant to a domestic relations order in connection with a divorce settlement. |
Summary Compensation Table
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Summary Compensation Table
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Potential Payments Upon Termination or Change in Control
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 under the Company’s Change in Control Agreements with the NEOs (which have since been replaced with the Employment Agreements described above). The amounts shown assume that the employment of each executive was terminated effective as of December 31, 2025. 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, and does not describe potential payments upon termination under the Employment Agreements, which were not adopted until March 2026.
Potential Payments Upon Termination or Change in Control
| Name | Base Salary | Bonus | Equity Incentive Plan Awards (1) | Health and Insurance Benefits | | Scott Montross | $2,325,954 | $2,984,526 | $3,907,000 | $105,000 | | Aaron Wilkins | 932,800 | 719,961 | 1,406,400 | 55,000 | | Miles Brittain | 915,200 | 722,461 | 1,406,400 | 34,000 | | Eric Stokes | 375,532 | 278,006 | 1,202,058 | 37,000 | | Michael Wray | 375,532 | 272,493 | 1,189,997 | 73,000 |
Potential Payments Upon Termination or Change in Control
| (1) The PSAs and RSUs outstanding as of December 31, 2025 were granted on April 8, 2023, March 28, 2024, and March 27, 2025. For the PSAs that vested on March 31, 2026, the actual number of shares of Common Stock that were issued was determined by multiplying the PSAs by a payout percentage of 117%, 130%, and 109% for the PSAs granted in 2023, 2024, and 2025, respectively. For the PSAs that will vest on March 31, 2027 and March 31, 2028, the estimated number of shares of Common Stock that would be issued was determined by multiplying the PSAs by a payout percentage of 130% and 109% for the PSAs granted in 2024 and 2025, respectively. Amounts are calculated based on the price of $62.49, the closing market price for the Company’s Common Stock on December 31, 2025. |
Pay Ratio Disclosure
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. 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, 2025, 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 2025. 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 47. The annual total compensation for 2025 for the CEO was $3,492,930, and for the median employee was $77,143. The resulting ratio of the CEO’s annual total compensation to the median employee’s annual total compensation was 45 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.
Pay Ratio Disclosure
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Pay Ratio Disclosure
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Pay Versus Performance
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 five years in the period ended December 31, 2025. 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 39.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (2) (3) | Total Shareholder Return (4) | Peer Group Total Shareholder Return (4) (5) | Net Income (in thousands) | Net Income Before Income Tax (in thousands) | EBITDA Margin (6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (Supplemental) | | 2025 | $3,492,930 | $4,573,001 | $1,253,723 | $1,607,257 | $220.81 | $148.29 | $35,411 | $46,478 | 13.4% | | 2024 | 3,168,871 | 4,862,401 | 1,192,294 | 1,765,030 | 170.53 | 153.55 | 34,206 | 42,371 | 13.6 | | 2023 | 2,414,324 | 2,096,903 | 931,155 | 840,299 | 106.93 | 121.58 | 21,072 | 29,279 | 11.4 | | 2022 | 2,534,019 | 3,018,741 | 976,283 | 1,114,471 | 119.08 | 96.65 | 31,149 | 41,350 | 13.6 | | 2021 | 1,943,875 | 1,852,570 | 758,955 | 723,332 | 112.37 | 117.91 | 11,523 | 15,158 | 9.5 |
Pay Versus Performance
| (1) The dollar amounts reported in this column represent the amount of “compensation actually paid” to the PEO as computed in accordance with the SEC’s pay versus performance disclosure rules. The dollar amounts do not necessarily represent cash and/or equity value transferred to the PEO without restriction, but rather are 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). The PEO does not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. The following table details the amounts deducted from and added to the Summary Compensation Table Total for PEO pursuant to the SEC’s rules to determine Compensation Actually Paid to PEO for 2025: |
Pay Versus Performance
| Summary Compensation Table Total for PEO | $3,492,930 | | Subtract Stock Awards Included in Summary Compensation Table Total | (1,280,061) | | Add Year-End Value of Equity Awards Granted in the Covered Year | 2,013,448 | | Change in Value of Equity Awards Granted in Prior Years (Unvested) | 547,044 | | Change in Value of Equity Awards Vested in the Covered Year | (200,360) | | Compensation Actually Paid to PEO | $4,573,001 |
Pay Versus Performance
| (2) The Non-PEO NEOs whose compensation amounts are included for each year are as follows: |
Pay Versus Performance
| • | 2022, 2023, 2024, and 2025: | Aaron Wilkins, Miles Brittain, Eric Stokes, and Michael Wray | | • | 2021: | Aaron Wilkins, William Smith, Miles Brittain, and Eric Stokes |
Pay Versus Performance
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Pay Versus Performance
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Pay Versus Performance
| (3) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the Non-PEO NEOs as computed in accordance with the SEC’s pay versus performance disclosure rules. The dollar amounts do not necessarily represent cash and/or equity value transferred to the applicable non-PEO NEOs without restriction, but rather are 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). The Non-PEO 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 the amounts deducted from and added to the Average Summary Compensation Table Total for Non-PEO NEOs pursuant to the SEC’s rules to determine Average Compensation Actually Paid to Non-PEO NEOs for 2025: |
Pay Versus Performance
| Summary Compensation Table Total for Non-PEO NEOs | $1,253,723 | | Subtract Stock Awards Included in Summary Compensation Table Total | (400,563) | | Add Year-End Value of Equity Awards Granted in the Covered Year | 630,057 | | Change in Value of Equity Awards Granted in Prior Years (Unvested) | 190,633 | | Change in Value of Equity Awards Vested in the Covered Year | (66,593) | | Compensation Actually Paid to Non-PEO NEOs | $1,607,257 |
Pay Versus Performance
| (4) 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, 2020 on the same cumulative basis as is used in Item 201(e) of Regulation S‑K. | | (5) Peer group TSR is weighted according to the respective companies’ stock market capitalization at the beginning of the measurement period, which is December 31, 2020 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 2025 Annual Report to Shareholders, includes: Badger Meter, Inc., Concrete Pumping Holdings, Inc., DMC Global Inc., Great Lakes Dredge & Dock Corporation, Insteel Industries, Inc., L.B. Foster Company, Lindsay Corporation, Luxfer Holdings, PLC, Mueller Water Products, Inc., NN, Inc., and Orion Group Holdings, Inc. | | (6) 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. |
Pay Versus Performance
Relationships Between Compensation Actually Paid and Financial Performance
Compensation Actually Paid and Total Shareholder Return
Compensation Actually Paid and Total Shareholder Return
Compensation Actually Paid and Total Shareholder Return
| | The Company achieved a new record for revenues, gross profit, and gross margin in 2025, continuing to grow from the record profitability levels achieved in 2024. We believe our share valuation acknowledges the steadily improving financial performance as well as the free cash flow generation. Cash generation has become less variable due to a 13% shorter cash conversion cycle achieved at our WTS segment in 2025 from the monthly average in 2024, offsetting the higher working capital needs from the growth in revenues. |
Compensation Actually Paid and Total Shareholder Return
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Compensation Actually Paid and Total Shareholder Return
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Compensation Actually Paid, Net Income, and Net Income Before Income Tax (“NIBT”)
Compensation Actually Paid, Net Income, and Net Income Before Income Tax (“NIBT”)
Compensation Actually Paid, Net Income, and Net Income Before Income Tax (“NIBT”)
| | Compensation actually paid continues to move in relation with the Company’s profitability. The design of the Company’s bonus programs are heavily weighted toward obtaining threshold, target, and maximum NIBT levels for the cash-based incentive compensation plan. In addition to NIBT, the Company has placed added emphasis on free cash flow and employee health and safety. In 2025, the Company achieved a record safety performance for the third consecutive year, as measured by its total incident rate. |
Compensation Actually Paid and EBITDA Margin
Compensation Actually Paid and EBITDA Margin
Compensation Actually Paid and EBITDA Margin
| | In addition to cash-based incentive programs, the Company has set long-term goals associated with realizing improved EBITDA Margin, which is the metric with which the Company’s long-term share-based incentive compensation is measured. The diversification through acquisitions into the precast business has resulted in an enterprise with greater resilience. |
Compensation Actually Paid and EBITDA Margin
Relationship Between Total Shareholder Return of the Company and the Peer Group
Compensation Actually Paid and EBITDA Margin
| | Peer Group TSR is calculated from peer performance weighted on relative size based on their market capitalization. Evaluated against its eleven peers, NWPX Infrastructure’s rankings excelled in 2025, ranking second for the single year as its share price increased to $62.49 per share as of December 31, 2025 from $48.26 per share as of December 31, 2024. Over the five-year period, the Company also ranked second in TSR. |
Compensation Actually Paid and EBITDA Margin
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Compensation Actually Paid and EBITDA Margin
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Compensation Actually Paid and EBITDA Margin
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, 2025, in no particular order, are:
Compensation Actually Paid and EBITDA Margin
| • | Net Income Before Income Tax | | • | Earnings Before Interest, Income Taxes, Depreciation, and Amortization Margin (EBITDA Margin) | | • | Total Recordable Incident Rate | | • | Free Cash Flow |