NWPX Infrastructure, Inc DEF 14A, filed Apr 24, 2025

NWPX Infrastructure, Inc. (NWPX)

DEF 14A 2025-04-24 For: 2024-12-31

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Added on June 12, 2026

About this DEF 14A

NWPX Infrastructure, Inc filed this DEF 14A on April 24, 2025.

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DATE	Thursday, June 12, 2025
TIME	7:00 a.m. Pacific Time
PLACE	VIRTUAL: www.virtualshareholdermeeting.com/NWPX2025
RECORD DATE	Close of business on April 10, 2025
MAILING DATE	This Proxy Statement, together with the enclosed proxy card and the Annual Report on Form 10‑K for the year ended December 31, 2024 (“2024 Annual Report to Shareholders”) of Northwest Pipe Company (collectively with its subsidiaries, the “Company”) are first being mailed to shareholders of the Company on or about April 24, 2025

	1.	To elect two directors, each to serve for a three-year term;
	2.	To hold an advisory vote on the Company’s executive compensation;
	3.	To ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025;
	4.	To approve an amendment to the Company’s Articles of Incorporation to change its name to NWPX Infrastructure, Inc.; and
	5.	To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Proxy Summary	1
Creating Stakeholder Value	7
Company Culture	7
2024 Performance Highlights	7
Transforming Initiatives	11
Corporate Governance	16
Director Elections	16
Director Independence	16
Board Leadership Structure and Risk Oversight	17
Board of Directors’ Meetings	19
Board of Directors’ Committees	20
Communications with Directors	21
Audit Committee Report	22
Proposal #1: Election of Directors	24
Director Skills and Qualifications	24
Nominees and Continuing Directors	26
Board Composition	30
Director Compensation	31
Proposal #2: Advisory Vote on Executive Compensation	32
Executive Compensation Discussion and Analysis	32
Elements of Compensation	35
Executive Compensation and Risk	38
Summary Compensation	40
Employment Agreements	43
Change in Control Agreements	44
Potential Payments Upon Termination or Change in Control	45
Pay Ratio Disclosure	45
Pay Versus Performance	46
Policy Regarding the Timing of Option Grants	49
Compensation Committee Interlocks and Insider Participation	49
Compensation Committee Report	49
Proposal #3: Ratification of the Appointment of Moss Adams LLP	50
Disclosure of Fees Paid to Independent Registered Public Accounting Firm	50
Pre-approval Process	50
Proposal #4: Approval of Name Change to NWPX Infrastructure, Inc.	51
Additional Information	53
Certain Relationships and Related Transactions	53
Stock Owned by Management and Principal Shareholders	54
Date for Submission of Shareholder Proposals	55
Other Matters	55
Questions and Answers About the Proxy Materials and the Annual Meeting	56
2024 Annual Report	62

	EARNINGS PER SHARE		COMPOUND ANNUAL GROWTH RATE
	Diluted net income per share is computed as net income divided by all potential shares of common stock, including restricted stock units (“RSUs”) and performance share awards (“PSAs”), assumed to be outstanding during the period using the treasury stock method. The chart below shows diluted net income per share from continuing operations, which was $3.40 in 2024, a Company record. The Company has seen improved resiliency in its earnings with the addition of the Precast segment in 2020.		The compound annual growth rate (“CAGR”) is the mean annual growth rate of revenue over a specified period of time longer than one year. The chart below shows the Company’s revenue by segment (in millions) and its seven-year CAGR of 21%. The Company has achieved its growth principally through acquisitions, acquiring Ameron Water Transmission Group, LLC, its largest SPP competitor in 2018, before strategically selecting the precast concrete market and completing the acquisitions of Geneva Pipe and Precast Company (“Geneva”) (2020) and Park Environmental Equipment, LLC (“ParkUSA”) (2021).

SHAREHOLDER EMPOWERMENT AND ENGAGEMENT	✔	10% threshold for shareholder to call a special meeting
	✔	Robust year-round shareholder engagement
	✔	No poison pill
	✔	Board authorization of up to $30 million in share repurchases to enhance shareholder value
SKILLED AND INDEPENDENT BOARD OF DIRECTORS “BOARD”	✔	All directors are independent, except the Chief Executive Officer (“CEO”)
	✔	Range of tenures enables balance between historical experience and fresh perspectives
	✔	Skills and background aligned to the Company’s strategic direction
	✔	Director recruitment and selection process that prioritizes skills and qualifications and emphasizes leadership traits, work ethic, independence, and business experience
	✔	Ongoing monitoring of the evolving business environment and governance landscape, including training in developing topics such as cybersecurity
	✔	Diverse experience (industry, profession, public service, geography)

DEFINED BOARD STRUCTURE AND PROCESSES	✔	Annual self-assessment to enable adequate Board refreshment and appropriate evaluation of Board skills, experience, and perspectives; results shared and discussed in executive session of independent directors
	✔	Annual review of Corporate Bylaws and Corporate Governance Principles to ensure alignment with best practices
	✔	All committee members are independent directors
	✔	All members are empowered to call special Board meetings at any time for any reason
	✔	Regular executive sessions of independent directors
ROBUST OVERSIGHT OF RISKS AND OPPORTUNITIES	✔	Board responsible for risk oversight, with specific risk areas delegated to relevant Board committees
	✔	Purposeful inclusion of key risk areas on Board and/or committee agendas
	✔	Engagement with business leaders to review short-term plans, long-term strategies, and associated risks
	✔	Incentive compensation not overly leveraged and with maximum payout caps and design features intended to balance pay for performance with the appropriate level of risk-taking
	✔	Stock ownership requirements and prohibition from hedging and pledging Company securities
	✔	Incentive compensation clawbacks in the event of a financial restatement
COMMITMENT TO SUSTAINABILITY AND CORPORATE RESPONSIBILITY	✔	Dedicated adherence to principles of Integrity and Ethics, Fairness, and Workplace Respect
	✔	Fostering core values, particularly safety, while balancing a performance-oriented culture
	✔	No use of corporate funds for political contributions; robust oversight of and transparency into political activities
	✔	Community Impact Program created to invest in social initiatives central to the communities where the Company operates

Name	Principal Position	Salary		Stock Awards		Non-Equity Incentive Plan Compensation		All Other Compensation		Total
Scott Montross	Director, President, and CEO	$	727,846	$	1,075,635	$	1,363,842	$	1,548	$	3,168,871
Aaron Wilkins	Senior Vice President (“SVP”), CFO, and Corporate Secretary		430,000		400,034		483,442		15,108		1,328,584
Miles Brittain	Executive Vice President		430,000		400,034		483,442		17,136		1,330,612
Eric Stokes	SVP and General Manager (“GM”) of SPP		357,616		347,216		335,051		14,627		1,054,510
Michael Wray	SVP and GM of Precast		357,616		347,216		335,051		15,587		1,055,470

	REVENUE GROWTH (IN MILLIONS)		PROFITABILITY
	In 2024, net sales revenue increased 10.8% to $492.5 million from $444.4 million in 2023. The Company’s four-year revenue CAGR is 15%, fueled by organic growth, particularly for the Company’s water transmission and residential construction products. The Company aims to continue its transformation and drive shareholder value through organic growth and future acquisitions.		The Company’s diluted net income per share in 2024 was $3.40, a 63% increase from $2.09 diluted net income per share in 2023. Two of the last three years are the two most profitable in Company history, with 2022 coming from strength in both of the Company’s precast markets and 2024 resulting from strong water transmission and residential construction markets. Through the execution of its growth strategy, significantly improved returns for the Company’s shareholders are now starting to be realized.

	SPP BACKLOG INCLUDING CONFIRMED ORDERS (IN MILLIONS)		PRECAST ORDER BOOK (IN MILLIONS)
	As of December 31, 2024, the Company had a backlog⁽¹⁾ of $213 million. The Company evaluates demand for its SPP segment using backlog including confirmed orders⁽²⁾, as confirmed orders are generally not canceled and, as such, provides a more holistic measure of demand. As of December 31, 2024, SPP’s backlog including confirmed orders was $310 million, indicating a healthy project load and future revenue.		As of December 31, 2024, the Company had an order book⁽³⁾ totaling $61 million in the Precast segment, a 33% increase from the prior year. Even though challenged by macroeconomic headwinds, the Precast order book is considered strong since it is a shorter lead time business.

		(1)	‘Backlog’ includes the balance of remaining obligations under signed contracts for which revenue is recognized over time.
		(2)	‘Confirmed orders’ includes projects for which the Company has been notified that it is the successful bidder, but a binding agreement has not been executed.
		(3)	‘Order book’ includes unfulfilled orders outstanding at the measurement date.

•	Build out utilization at ParkUSA facilities in Texas
•	Strengthen the outside sales team, primarily focused on wastewater and water distribution products
	–	Booked $10 million in orders outside of Texas in 2024, an 11% increase from the prior year
•	Emphasize cross-training across facilities
•	Gain additional traction on Product Spread at Utah facilities
	–	Booked $2 million of ParkUSA-related projects in 2024

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

	•	Maintain a safe workplace where employees are proud to work;
	•	Improve performance through a persistent focus on margin over volume;
	•	Continue to implement cost reductions and efficiencies at all levels of the Company; and
	•	Return value to shareholders through opportunistic share repurchases

•	Facility Baseline Assessment: Following the initial “ESG identity” work, the Company initiated a process of assessing facilities’ baseline ESG metrics as to measure future performance and track changes in both internal practices and industry standards. The Facility Baseline Assessment process was conducted at each of the Company’s facilities, with the goal of gathering standardized data on environmental performance, resource usage, and operational efficiency. The first phase of this project was completed in late 2024; the Company is currently working with a sustainability consultant to interpret the data, identify key areas for improvement, and highlight best practices that can be replicated across the Company’s facilities. The assessments will inform site-specific action plans and ensure alignment with the Company’s broader ESG objectives.

•	Reaffirming ESG Vision and Values: The Company published a statement communicating its ESG commitment on its website, with emphasis on:
	–	Creating a safe and engaging workplace environment where employees feel valued and supported in such a manner that enables them to succeed and grow;
	–	Cultivating a resilient highly skilled workforce through skill-building, ongoing education, leadership development, and equal opportunities for advancement; and
	–	Prioritizing continuous improvement in reducing the Company’s impact on the environment.

•	ESG Materiality (Ongoing): Using the information gleaned from its 2023 Materiality Assessment, the Company continues to focus on key topics such as Employee Safety and Occupational Health, Human Capital Development, GHG Emissions, Resource Utilization, Corporate Governance, and Community Impact. In 2025, the Company plans to convene an expanded stakeholder group to evaluate the efficacy of current initiatives and re-assess emerging risks and opportunities. These findings will shape ESG and sustainability reports for external stakeholders and investors. By embedding this evaluation process into regular business cycles, the Company will keep its ESG approach current and closely aligned with both stakeholder expectations and strategic goals.

	•	Greenhouse Gas (GHG) Emissions Scope 1 and 2 Inventory: The Company has conducted annual Scope 1 and Scope 2 GHG emissions inventories for the past three years, with the most recent completed in April 2025 and independently verified by a sustainability consultant. The 2024 inventory analyzes emissions from calendar year 2024 operations and provides year-over-year comparisons to prior years. These inventories help the Company identify emissions reduction opportunities and continuously refine its tracking methodology. Detailed results from the 2024 inventory will be published in an upcoming Corporate Social Responsibility report.

	•	Regulatory Considerations: As part of its commitment to strong internal controls and accurate external reporting, the Company is enhancing its climate-related data collection and risk assessment processes. Climate-related risks are being evaluated at each facility and relevant findings will be disclosed in accordance with applicable regulatory requirements, reinforcing the Company’s dedication to transparent and reliable ESG reporting.

	•	Value Creation Through ESG: Demonstrating how ESG initiatives can improve operational efficiency, unlock new market opportunities, and enhance the Company’s reputation among customers and shareholders.
	•	Regulatory Preparedness: Staying ahead of additional federal and state-level climate-related disclosure and reporting requirements.
	•	Enhanced Customer Engagement: Coordinating with customers who increasingly prioritize sustainable and socially responsible business practices.
	•	Risk Management: Incorporating ESG considerations into the Company’s broader risk framework, including supply chain due diligence and workforce safety.

	•	Youth Education and Development: Partnering with schools and educational programs to introduce students to career pathways in manufacturing, engineering, or related fields;
	•	Philanthropic Partnerships: Establishing or deepening relationships with local and national nonprofits that address issues such as education, environmental conservation, and community enrichment;
	•	Employee Volunteer Initiatives: Encouraging employees to volunteer time and expertise through team-based service projects, or skill-sharing events; and
	•	Local Community Engagement: Sponsoring community events and supporting civic initiatives that promote sustainability and other community needs

	•	The City of Surprise Manhole Rehabilitation Project utilizes Hybrid Polyvinyl Chloride Manholes supplied by Geneva to replace failing infrastructure in Surprise, Arizona. Featuring a corrosion-resistant, watertight design with a 100-year lifespan, these manholes provide a long-term, sustainable solution. Their modular construction allowed for rapid, three-day installation without disrupting flow—eliminating the need for bypass or vacuum trucks.

	•	The Kings Bluff Parallel Raw Water Main Pipeline is a project designed to secure a reliable water supply for Southeastern North Carolina’s growing population. By using the same Right of Way as an existing pipeline, it minimizes environmental disruption while expanding water capacity. Resourceful construction methods, such as maximizing freight efficiency and reusing excavated materials, reduce waste and transportation impacts. Thoughtful planning and water control measures ensure minimal environmental disturbance, making this a resilient and long-term solution for the region’s water needs.

	✔	An independent director or nominee may not have been employed by Northwest Pipe Company or any of its subsidiaries or affiliates at any time during the past three years.
	✔	An independent director or nominee may not accept, or have a family member that accepts, any compensation from Northwest Pipe Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than (i) compensation for board or board member service, (ii) compensation paid to a family member who is an employee (other than an executive officer) of the Company, or (iii) benefits under tax-qualified retirement plan or non-discretionary compensation.
	✔	An independent director or nominee may not have a family member who is, or at any time during the past three years was, employed by Northwest Pipe Company as an executive officer.
	✔	An independent director or nominee may not be, or have a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which Northwest Pipe Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than payments arising solely from the investments in the Company’s securities or payments under non-discretionary charitable contribution matching programs.
	✔	An independent director or nominee may not be, or have a family member who is, an executive officer of another entity where an executive officer of Northwest Pipe Company serves, or has served during the past three years, on the compensation committee of such entity.
	✔	An independent director or nominee may not be, or have a family member who is, a current partner of Northwest Pipe Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years.

Board/Committee		Primary Areas of Risk Oversight
Full Board	✔	Safety and employee welfare
	✔	Risk governance framework, including an enterprise-wide culture that supports appropriate risk awareness and the identification, escalation, and appropriate management of risk
	✔	Integrity, ethics, and compliance with its Code of Business Conduct and Ethics
	✔	General strategic, commercial, operational, regulatory (including taxes and tariffs), and economic risks
	✔	Financial projections including liquidity management
	✔	Strategic acquisition transactions, including execution and integration, and the competitive landscape for such acquisitions
	✔	Legal risks such as those arising from litigation, environmental, and intellectual property matters
	✔	Review of any other material transactions such as agreements involving corporate indebtedness, legal settlements or structure, commitments, or partnerships
Audit Committee	✔	Risk management practices, including data protection and cybersecurity
	✔	Compliance with regulatory requirements
	✔	Ensure the mitigation of certain financial risks
	✔	Review the external auditor’s qualifications and independence
	✔	Treatment of any complaints regarding accounting, internal control, or auditing matters through the anonymous submission process, when applicable
	✔	Accounting compliance oversite including the Company’s integrity over financial internal controls systems and disclosures
	✔	Review of material findings of any examinations conducted by federal, state, or other agencies
	✔	Review of transactions with related persons
Compensation Committee	✔	Human capital management matters
Compensation Committee	✔	Compensation plans, programs, and arrangements and other employment practices and policies
	✔	Recruitment and retention of key talent
	✔	Labor compliance
	✔	Executive compensation
	✔	Maintaining remuneration framework

Board/Committee		Primary Areas of Risk Oversight
Environmental and Social Governance Committee	✔	Environmental stewardship
	✔	Human capital development
	✔	Social responsibility and sustainability
	✔	Corporate philanthropic activities
Nominating and Governance Committee	✔	Identification of qualified candidates for membership on the Board
	✔	Review of corporate governance developments for the purpose of recommending to the Board corporate governance practices, including revisions to the Company’s Corporate Governance Principles
	✔	Board training and onboarding
	✔	Recommending committee membership to the Company’s Board
	✔	Succession planning
	✔	Executive share ownership requirements and insider trading compliance

Board Member	Audit Committee		Compensation Committee		Environmental and Social Governance Committee		Nominating and Governance Committee
Michael Franson	✔		✔	+
Amanda Julian					✔	+	✔
Keith Larson	✔	+	✔		✔
Irma Lockridge			✔				✔
John Paschal					✔		✔	+
Richard Roman	✔

	•	the integrity of the Company’s financial reporting process, financial internal control systems, accounting and legal compliance, and the integrity of the financial reporting of the Company;
	•	the qualifications, independence, and performance of the Company’s independent auditors;
	•	the compliance by the Company with applicable legal and regulatory requirements;
	•	oversight of risk management practices, including the Company’s data protection practices and cybersecurity program; and
	•	the maintenance of an open and private, if necessary, communication among the independent auditors, management, legal counsel, and the Board of Directors.

	•	met with Moss Adams, who has served as the Company’s independent registered public accountants since 2016, with and without management present, to review and discuss the Company’s audited financial statements and assessment of the Company’s internal control over financial reporting, as well as the critical audit matters addressed during the audit;
	•	asked management and Moss Adams questions relating to such matters and discussed with Moss Adams the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”), including Auditing Standard No. 1301, “Communications with Audit Committees”;
	•	reviewed the terms of the audit engagement, the overall audit strategy, timing of the audit, and significant risks identified; and
	•	reviewed the critical accounting policies and practices applied by the Company in preparation of its financial statements, and critical accounting estimates and significant unusual transactions affecting the Company’s financial statements.

	Scott Montross (CEO)	Michael Franson (Lead Director)	Amanda Julian	Keith Larson	Irma Lockridge	John Paschal	Richard Roman (Chairperson)
Strategic Skills
Industries, End Markets, and Growth Areas	■	■	■	■	■	■	■
Manufacturing Experience	■	■	■	■	■	■	■
Regulated Industries/Government Experience	■	■	■	■	■	■	■
Innovation and Technology	■	■	■	■	■	■	■
Artificial Intelligence	■	■	■	■	■	■	■
Human Capital	■	■	■	■	■	■	■
Marketing	■	■	■	■	■	■	■
Environmental/Sustainability	■	■	■	■	■	■	■
Core Competencies
Senior Leadership Experience	■	■	■	■	■	■	■
Risk Management	■	■	■	■	■	■	■
Financial Expertise	■	■	■	■	■	■	■
Cybersecurity	■	■	■	■	■	■	■
Public Company Board Experience (current \| past)	■	■	■	■	■	■	■

	■	Technical Expertise (direct hands-on experience or subject-matter expert during his/her career)
	■	Managerial Expertise (expertise derived through direct managerial experience)
	■	Working Knowledge (experience derived through serving as a member of a relevant board committee or serving as an executive officer or on the board of a public company in the relevant industry)

		Director	Expiration of	Expiration of
Nominees	Age	Since	Current Term	Nominated Term
Michael Franson	70	2016	2025	2028
Irma Lockridge	52	2023	2025	2028
Continuing Directors
Amanda Julian	49	2020	2027
Keith Larson	67	2007	2027
Scott Montross	60	2013	2026
John Paschal	66	2019	2026
Rich Roman	73	2003	2027

Years of Service: 20 Age: 70 Committees: • Audit Committee • Compensation Committee - Chairperson Independent: Yes Other directorships: None LEAD DIRECTOR	Specific Experience, Qualifications, Attributes, and Skills:
		•	Significant management and finance experience gained through senior leadership positions
		•	Extensive experience with merger and acquisition transactions
		•	Expertise in information technology
		•	Deep understanding of corporate finance including investment banking, financial analysis, capital fundraising, and financial advisory services
	Board of Director Tenure:
	Michael Franson has been a director of the Company since August 2016. Mr. Franson previously served on the Board from 2001 until 2005, and again from 2007 until 2014.
	Business Experience:
	Mr. Franson has served as an independent consultant advising clients on mergers and acquisitions and strategic financial matters since July 2016 and as a Senior Advisor for Harrison Co., a boutique investment banking firm, since 2021. From 2014 to 2016, Mr. Franson was Managing Director and Global Head of Technology M&A at KPMG Corporate Finance LLC. From 2005 to 2014, Mr. Franson was a co-founder and President of St. Charles Capital LLC, an investment banking firm focused on mergers and acquisitions, raising private capital, and providing financial advisory services. 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.

Years of Service: 2 Age: 52 Committees: • Compensation Committee • Nominating and Governance Committee Independent: Yes Other Directorships: Trinity Capital (NASDAQ: TRIN)	Specific Experience, Qualifications, Attributes, and Skills:
		•	Extensive experience in human resources, talent management, organizational design, and executive compensation
		•	Strong experience in strategy development, systems, and corporate communication
		•	Deep expertise in leadership development, succession planning, fostering corporate culture, and 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 and Systems Officer at CoorsTek, a global engineered ceramics manufacturer, since April 2016. Ms. Lockridge’s responsibilities include leading the human resources function, corporate communications, and information systems. Prior to CoorsTek, Ms. Lockridge served as senior vice president of human resources in several businesses including Newell Brands, Western Union, TeleTech, and Colorado Casualty/Liberty Mutual Insurance. Ms. Lockridge has previous experience on both publicly traded and private company boards and currently serves on the board of directors of Trinity Capital.
	Education:
	Ms. Lockridge holds a BA in Management from the Wharton Business School at the University of Pennsylvania and has attended several leadership academies at the Harvard Business School.

Years of Service: 5 Age: 49 Committees: • Environmental and Social Governance Committee - Chairperson • Nominating and Governance Committee Independent: Yes Other directorships: None	Specific Experience, Qualifications, Attributes, and Skills:
		•	Extensive experience with organizational development and strategic human capital
		•	Deep experience in strategic planning, communications, leadership management, and finance gained through senior leadership positions
		•	Broad experience with corporate governance issues
	Board of Director Tenure:
	Amanda Julian has been a director of the Company since July 2020.
	Business Experience:
	Ms. Julian has been a senior partner of NeoPsy Systems, a firm specializing in management and organizational psychology, since June 2001. Ms. Julian has over 20 years of experience working with investors and top-level senior executives in building great companies. Ms. Julian provides investor and management teams with an understanding of how to maximize leadership effectiveness and build value creation through long-term strategic planning. Specifically, Ms. Julian specializes in applied research to assist in executive selection, executive development, organizational assessment, and strategic planning.
	Education:
	Ms. Julian holds a PhD and MA in Industrial Psychology from Bowling Green State University and obtained her undergraduate degree from the University of Colorado Boulder.

Years of Service: 18 Age: 67 Committees: • Audit Committee - Chairperson • Compensation Committee • Environmental and Social Governance Committee Independent: Yes Other directorships: AST SpaceMobile, Inc. (NASDAQ:ASTS)	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 recently joined the board of directors of AST SpaceMobile, Inc., 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.

Years of Service: 12 Age: 60 Committees: None Independent: No Other directorships: None	Specific Experience, Qualifications, Attributes, and Skills:
		•	Extensive commercial and operational experience in the steel industry through various executive positions and his current tenure as the Company’s President and CEO
		•	In-depth understanding of industry manufacturing, critical infrastructure, product design and development, and supply chain logistics
		•	Significant management and finance experience including corporate reporting, accounting, controls, and mergers and acquisitions
	Board of Director Tenure:
	Scott Montross has been a director of the Company since January 2013.
	Business Experience:
	Mr. Montross has served as President and CEO of the Company since January 2013. Mr. Montross joined the Company in May 2011 and served as the Company’s Executive Vice President and Chief Operating Officer until December 2012. Prior to joining the Company, Mr. Montross spent a total of 24 years in the steel industry. Mr. Montross served as Executive Vice President, Flat Products Group for EVRAZ North America’s Oregon Steel Division from 2010 to 2011, as Vice President and General Manager of EVRAZ North America from 2007 to 2010, as Vice President of Marketing and Sales for Oregon Steel Mills, Inc. from 2003 to 2007, and as Vice President of Marketing and Sales for National Steel Corporation from 2002 to 2003.
	Education:
	Mr. Montross holds a BA in Liberal Arts from Colgate University.

Years of Service: 6 Age: 66 Committees: • Environmental and Social Governance Committee • Nominating and Governance Committee - Chairperson Independent: Yes Other directorships: None	Specific Experience, Qualifications, Attributes, and Skills:
		•	Extensive understanding of the steel manufacturing industry
		•	Broad experience with human capital, operations, and governance issues gained through hands-on leadership
		•	Significant expertise in manufacturing, product design and development, supply chain, and logistics
	Board of Director Tenure:
	John Paschal has been a director of the Company since August 2019.
	Business Experience:
	Mr. Paschal was the President of the Temtco Steel Division of Kloeckner Metals Corporation until his retirement in December 2020. Mr. Paschal and his late uncle, Bill Taylor of Taylor Machine Works, co-founded Temtco Steel in 1979 with an emphasis on high-strength steel and value-added services. Temtco Steel was sold to Kloeckner Metals in 2008.
	Education:
	Mr. Paschal holds a BS in Business Administration from Mississippi State University.

Years of Service: 22 Age: 73 Committees: • Audit Committee Independent: Yes Other directorships: None CHAIRPERSON	Specific Experience, Qualifications, Attributes, and Skills:
		•	Extensive understanding of Company organization through previous tenure as the Company’s President and CEO
		•	Deep experience in corporate finance, insurance and risk management, mergers and acquisitions, capital markets, government regulations, and employee benefits
		•	Significant expertise in manufacturing operations, budgeting, planning, strategy, communications, and regulatory issues
	Board of Director Tenure:
	Richard Roman has been a director of the Company since January 2003 and the Chairperson of the Board since January 2013.
	Business Experience:
	Mr. Roman served as the Company’s CEO from March 2010 until December 2012 and as the Company’s President from October 2010 until December 2012. Previously, Mr. Roman was the President of Columbia Ventures Corporation, a private investment company which historically has focused principally on the international metals and telecommunications industries. Prior to joining Columbia Ventures Corporation in 1992, Mr. Roman was a partner at Coopers & Lybrand, an independent public accounting firm.
	Education:
	Mr. Roman holds a BA in History and Economics from Grinnell College and an MBA from the University of Chicago.

	Effective Prior to		Effective
Director Positions	June 2024		June 2024
Chairperson of the Board annual retainer	$	125,000	$	135,000
Annual retainer, except for Chairperson of the Board		55,000		65,000
Lead Director		25,000		25,000
Audit Committee Chairperson		20,000		20,000
Audit Committee non-chair member		8,000		10,000
Compensation Committee Chairperson		12,000		15,000
Compensation Committee non-chair member		6,125		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