Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant☒                            Registrant ☒

Filed by a Partyparty other than the Registrant☐Registrant ☐

Check the appropriate box:

NORTHWEST PIPE COMPANY

(Name of Registrant as Specified in Its Charter) 

Payment of Filing Fee (Check the appropriate box):

 

---

Table of Contents

 

 

 

 

 

 

April 18, 201612, 2021

 

Dear Fellow Shareholder:

 

You are cordially invited to attend the 20162021 Annual Meeting of Shareholders. We will hold our meetingShareholders (“Annual Meeting”) on Thursday, June 2, 2016,10, 2021, at 8:7:00 a.m. Pacific TimeTime. As part of our effort to encourage broader participation in the Annual Meeting, as well as maintain a safe and healthy environment for our directors, members of management, and shareholders in light of the coronavirus disease 2019 (“COVID‑19”) pandemic, the Board of Directors has determined that this year’s Annual Meeting will be conducted virtually via webcast instead of in-person. You will be able to attend the meeting, vote your shares, and submit questions by logging in at the Hilton Vancouver Hotel, located at 301 West 6^th Street, Vancouver, Washington.www.virtualshareholdermeeting.com/NWPX2021.

 

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

 

Thank you for your support and continued interest in Northwest Pipe Company.

 

		Sincerely,
		Scott Montross
		President and Chief Executive Officer

 

 

---

Table of Contents

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 

---

To the Shareholders of Northwest Pipe Company:

 

The 20162021 Annual Meeting of Shareholders (the “Annual Meeting”) of Northwest Pipe Company (the “Company”) will be held via webcast on Thursday, June 2, 2016,10, 2021, at 8:7:00 a.m. Pacific TimeTime. While there will be no physical location, shareholders may attend and participate in the Annual Meeting virtually by logging in at www.virtualshareholdermeeting.com/NWPX2021. To participate in the Hilton Vancouver Hotel, located at 301 West 6^th Street, Vancouver, Washington. Annual Meeting, you will need your unique 16‑digit control number printed in the box and marked by the arrow on your proxy card or on the voting instructions from your stockbroker, bank, or other nominee that accompanied your proxy materials.

The purposes of the Annual Meeting will be:

 

1.

To elect twothree 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'sCompany’s independent registered public accounting firm for the year ending December 31, 2016;2021; and

 

4.

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

 

Only shareholders of record at the close of business on April 15, 20169, 2021 are entitled to receive notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the Meeting.meeting.

 

It is important that your shares be represented and voted at the meeting. Please complete, sign, and return your proxy card, or use the Internet or telephone voting systems.

 

We are enclosing a copy of the 2015Company’s Annual Report on Form 10‑K for the year ended December 31, 2020 (“2020 Annual Report to ShareholdersShareholders”) with this Notice and Proxy Statement.

 

		By Order of the Board of Directors,
		Scott Montross
		President and Chief Executive Officer
Vancouver, Washington
April 18, 2016

Vancouver, Washington

April 12, 2021

 

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNEJUNE 2, 201610, 2021::   ThisProxyStatement Proxy Statement and the Company’s 201Company’5s 2020 Annual Report to Shareholders are also available at https://materials.proxyvote.com/667746

 

---

Table of Contents

PROXY STATEMENT FOR THE

2016 ANNUAL MEETING OF SHAREHOLDERS OF

NORTHWEST PIPE COMPANY

TABLE OF CONTENTS

 

	Our Company Northwest Pipe Company is a leading manufacturer for water related infrastructure products. In addition to being the largest manufacturer of engineered steel water pipeline systems in North America, we produce high-quality precast and reinforced concrete products, Permalok® steel casing pipe, bar-wrapped concrete cylinder pipe, as well as linings, coatings, joints, and one of the largest offerings of fittings and specialized components. Our ten manufacturing facilities are strategically positioned to meet growing water and wastewater infrastructure needs. We provide solution-based products for a wide range of markets including water transmission and infrastructure, water and wastewater plant piping, structural stormwater and sewer systems, trenchless technology, and pipeline rehabilitation. Our prominent position is based on a widely-recognized reputation for quality, service, and manufacturing to meet performance expectations in all categories including highly-corrosive environments. Following the divestiture of the Tubular Products business in late 2017, we worked to stabilize the financial condition of Northwest Pipe Company through a strong focus on working capital management and various cost reduction initiatives. The culmination of these efforts helped propel our growth, with the acquisition of Ameron Water Transmission Group, LLC in July 2018 and Geneva Pipe and Precast Company in January 2020, to become a 900+ employee-strong company. This strategic growth came not just from manufacturing top-quality water infrastructure products, but from investing in our workforce, health and safety programs, social initiatives, and improvements to our environmental stewardship. Our Culture Our core values are Accountability, Commitment, and Teamwork, or ACT for short, which we seek to demonstrate in all of our behaviors and daily interactions, both internally and externally, with all of our stakeholders. Ethics and Compliance We take pride in the high standards of conduct that we identify with as a company. We have controls in place relating to compliance with our Code of Business Conduct and Ethics (“Code”), including a requirement for employees and the Board of Directors to review and understand the requirements of our Code, as well as an established whistleblower hotline and related procedures. We conduct training on our Code upon hire, and in regular intervals during the employee’s life cycle with us. The most recent ethics training for all salaried employees was conducted in the fourth quarter of 2019.

---

Table of Contents

	Health and Safety Our goal is to send each employee home safe at the end of the day. Safety is at the core of our culture and infused at every level of our organization. More than just policy and procedure, our safety program gives equal focus to the human side of safety, integrating coaching and mentoring efforts with compliance-driven approaches. By instilling a deep commitment to safety that starts with our CEO and reaches out to the apprentice on the manufacturing floor, we have achieved industry-leading safety performance. Over the last four years, our average total recordable incident rate was 2.31 and our average days away rate was 0.56 including our newly acquired facilities, calculated in accordance with the Occupational Safety and Health Administration’s record keeping requirements. We are very proud that two of our 10 facilities exceed one million work hours without a lost time accident. The Saginaw and Portland facilities achieved this important milestone and all other steel pipe facilities exceed one year since their last lost time accident. This commendable result is a testament to our ACT culture. Additionally, the integration of our safety culture has been critical to our two successful acquisitions in the past three years, and we expect to experience improved safety performance rates at these acquired facilities, especially as COVID‑19 travel restrictions are lifting and we are able to work with these facilities in-person.
		As a manufacturer, we work hard to eliminate hazards associated with high-risk work and focus on personal safety issues, such as complacency and fatigue. However, we believe the key to our success is through direct engagement with employees. Employees work collaboratively with management within Process Improvement Teams to keep continuous improvement in safety as the most important thing we do. We continue to focus on keeping our employees healthy during the COVID‑19 pandemic by taking proactive and precautionary steps to ensure the safety of our employees. Increased safety measures include frequent cleaning and disinfection of workspaces, providing personal protective equipment, instituting social distancing measures, and offering remote working environments for some employees. For more detail on our safety culture, please visit our website at https://www.nwpipe.com/about/culture/safety/.
	A Plant Safety Coordinator recognizes one of our team members for enforcing safety protocols.

---

Table of Contents

	Employee Wellness Historically, the U.S. manufacturing industry has been known for subpar mental health support. Northwest Pipe Company is dedicated to bucking this trend with a robust benefits program prioritizing the physical and mental wellbeing of our team. On top of mental health services covered by our medical insurance plans, we have a comprehensive Employee Assistance Program (“EAP”) in place to help our team members navigate times of crisis and support everyday wellness. Available to all employees, dependents, and household family members, EAP services include confidential counseling for issues such as stress, burnout, depression, anxiety, relationship and family issues; work/life balance services; legal assistance; financial coaching; discounted gym memberships and nutrition counseling; and access to an EAP member site with additional resources available 24/7. By encouraging healthy habits and active lifestyles, these services support the overall well-being of our employees. This translates to healthier, happier team members bringing their best selves—and best performance—to work. Diversity and Inclusion Diversity and inclusion are integral to our employee experience, and we are proud of our diverse workforce. Companies that are diverse in age, gender identity, race, sexual orientation, physical or mental ability, ethnicity, and perspective are shown to be more resilient. At Northwest Pipe Company, we value our differences as strengths and believe our success and achievements as a company culminate from each individual’s unique background, perspective, talents, and skillset. A diverse workforce and inclusive working environment are the foundation for building the most effective, high performing teams within our ACT culture. Our Affirmative Action Program (“AAP”) strives to hire, recruit, train, and promote employees without regard to race, color, sex, sexual orientation, gender identity, religion, national origin, disability, or veteran’s status. We only hire employees who meet the necessary education, training, skills and/or experience requirements to perform their job, and who can provide required documentation pertaining to legal eligibility and age requirements. To support these efforts, the AAP for our United States facilities is reviewed annually by a third-party consultant, establishing annual hiring goals for women, minorities, veterans, and individuals with disabilities.

---

Table of Contents

	Setting Intentions As a company that values our diverse workforce, we set a high standard for our inclusive and equitable workplace, and we continually assess our current standing and set specific aspirations. We hold ourselves accountable for creating an environment where everyone can learn, grow, and thrive. Environmental Stewardship As a manufacturer of water related infrastructure products, we have the privilege of bringing water to communities and improving livability. Water is an equalizer that drives a population’s health, individual growth, and prosperity. Water is a precious natural resource that requires careful handling to ensure a balance of community access and environmental sustainability. With climate change disrupting weather patterns and causing long-term drought in regions where water has previously been more available, responsible resource management and reliable water transmission solutions are becoming even more crucial. Our quality and long-lasting engineered steel pipe products support critical modernization projects that replace or rehabilitate crumbling, aging infrastructure, reducing water loss and saving millions of gallons of water a year.

---

Table of Contents

		As a company, we invest in improvements that not only make our manufacturing more efficient, but also prove to be less harmful to the environment. We continue to invest in enhancements in our coating and lining processing that improves particulate release and reduces emissions well below the related environmental standards. In addition to building expansions and upgrades, we also upgraded the lighting in many of our facilities to become brighter and more energy efficient, creating cost savings on utility expenses while increasing visibility for a safer working environment. As a manufacturer, we strive to comply with environmental laws and regulations while minimizing waste. We recognize the importance of treating our natural resources with the greatest respect, so that they are available to future generations.
	A recent energy saving upgrade at our Portland facility not only reduces our energy output but also provides a safer work environment. Before and after photo provided by EC Electric.

---

Table of Contents

PROXY STATEMENT FOR THE

2021 ANNUAL MEETING OF SHAREHOLDERS OF

NORTHWEST PIPE COMPANY

TABLE OF CONTENTS

	Page
Introduction	1
Corporate Governance	2
Director Elections	2
Director Independence	2
Board Leadership Structure and Risk Oversight	2
Board of Directors Meetings	3
Board of Directors MeetingsCommittees	3
Board of Directors CommitteesAudit Committee	3
AuditCompensation Committee	4
CompensationNominating and Governance Committee	4
NominatingDirector Qualifications and Governance CommitteeDiversity	4
Communications with Directors	4
Nominations by Shareholders	4
Proposal No.1 Election of Directors	5
Nominations by Shareholders	5
Proposal No. 1 Election of Directors	6
Information as to Nominees and Continuing Directors	5
Nominees for Director	5
Continuing Directors	6
Nominees for DirectorExecutive Compensation	68
Continuing DirectorsCompensation Discussion and Analysis	78
Compensation Philosophy and Objectives	8
Process for Setting Executive Compensation	8
Advisory Vote on Executive Compensation	9
Elements of Compensation Discussion and Analysis	9
Compensation Philosophy and Objectives	9
Process for Setting Executive Compensation	10
Advisory Vote on Executive CompensationRealized Pay vs. Reported Pay	11
Elements of CompensationBase Salary	11
Realized Pay vs. Reported PayPerformance-Based Cash Incentive Compensation	11
Discretionary Incentive Compensation	12
Equity Incentive Awards	12
Retirement Benefits	13
Base SalaryPerquisites and Other Personal Benefits	13
Performance-Based Cash IncentiveExecutive Compensation and Risk	13
Discretionary Incentive CompensationClawback Provisions	1413
Long-Term Equity Incentive Awards	14
Retirement Benefits	15
Perquisites and Other Personal Benefits	16
Executive Compensation and Risk	16
Clawback Provisions	16
Stock Ownership and Anti-Hedging/Pledging Policy	1713
Summary of Cash and Certain Other Compensation	14
2020 Grants of Plan-Based Awards	15
Outstanding Equity Awards at 2020 Fiscal Year End	16
2020 Option Exercises and Stock Vested	17
2015 Grants of Plan-Based Awards2020 Nonqualified Deferred Compensation	17
Employment Agreements	18
Outstanding Equity Awards at 2015 Fiscal Year EndChange in Control Agreements	18
Potential Payments Upon Termination or Change in Control	19
2015 Option ExercisesPay Ratio Disclosure	19
Compensation Committee Interlocks and Stock VestingInsider Participation	19
Compensation Committee Report	20

---

Table of Contents

	Page
2015 Nonqualified DeferredProposal No.2 Advisory Vote on Executive Compensation	21
Employment AgreementsDirector Compensation	21

---

	Page
Change in Control Agreements	2122
Director Compensation Table	22
Audit Committee Interlocks and Insider ParticipationReport	23
Compensation Committee Report	24
Proposal No. 2 Advisory Vote on Executive CompensationIndependent Registered Public Accounting Firm	25
Director Compensation	26
Director Compensation Table	26
Audit Committee Report	28
Independent Registered Public Accounting Firm	30
Disclosure of Fees Paid to Independent Registered Public Accounting Firm	3025
Pre-approval Process	3025
Proposal No.3 Ratification of the Appointment of Moss AdamsLLP	3126
Certain Relationships and Related Transactions	3327
Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports	3327
Stock Owned by Management and Principal Shareholders	3428
Date for Submission of Shareholder Proposals	3629
Other Matters	3629
Questions and Answers About the Proxy Materials and the Annual Meeting	3730
Additional Information	4335

 

 

---

Table of Contents

NORTHWEST PIPE COMPANY

5721 SE Columbia Way,201NE Park Plaza Drive, Suite 200 100

Vancouver, Washington 9866198684

(360) 397-6250360-397-6250

PROXY STATEMENT FOR

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 2, 2016

INTRODUCTION10, 2021

INTRODUCTION

This Proxy Statement and the accompanying 2015Annual Report on Form 10‑K for the year ended December 31, 2020 (“2020 Annual Report to ShareholdersShareholders”), as filed with the U.S. Securities and Exchange Commission (the “SEC”) are being furnished to the shareholders of Northwest Pipe Company, an Oregon corporation (the “Company”), as part of the solicitation of proxies by the Company’s Board of Directors (the “Board of Directors”) for use at the Company’s annual meeting of shareholders (the “Annual Meeting”) to be held on Thursday, June 2, 201610, 2021 at 8:7:00 a.m. Pacific TimeTime. While there will be no physical location, shareholders may attend and participate in the Annual Meeting virtually by logging in at www.virtualshareholdermeeting.com/NWPX2021. To participate in the Hilton Vancouver Hotel, locatedAnnual Meeting, you will need your unique 16‑digit control number printed in the box and marked by the arrow on your proxy card or on the voting instructions from your stockbroker, bank, or other nominee that accompanied your proxy materials. Access to the webcast will open approximately fifteen minutes prior to the start of the Annual Meeting to allow time for you to log in and test your computer audio system. We encourage you to access the meeting prior to the start time. For additional information about participating in this year’s virtual Annual Meeting, please see “Questions and Answers About the Proxy Materials and the Annual Meeting” starting at 301 West 6^th Street, Vancouver, Washington.page 30.

At the Annual Meeting, shareholders will be asked to vote on the following matters:

This Proxy Statement, together with the enclosed proxy card and the 20152020 Annual Report to Shareholders, are first being mailed to shareholders of the Company on or about April 29, 2016.23, 2021.

The Board of Directors has fixed the close of business on April 15, 20169, 2021 as the record date for the determination of the shareholders entitled to notice of and to vote at the Annual Meeting. Accordingly, only holders of record of shares of Common Stock at the close of business on such date will be entitled to vote at the Annual Meeting, with each such share entitling its owner to one vote on all matters properly presented at the Annual Meeting. On the record date, there were 9,573,3719,857,961 shares of Common Stock then outstanding, with each share of Common Stock being entitled to one vote.

If the enclosed form of proxy is properly executed and returned in time to be voted at the Annual Meeting, the shares represented thereby will be voted in accordance with the instructions marked thereon.Executed but unmarked proxies will be voted in accordance with the recommendations of the Board of Directors.

Shareholders who execute proxies retain the right to revoke them at any time prior to the exercise of the powers conferred thereby by filing a written notice of revocation with, or by delivering a duly executed proxy bearing a later date, to the Company’s Corporate Secretary, Northwest Pipe Company, 5721 SE Columbia Way,201 NE Park Plaza Drive, Suite 200,100, Vancouver, Washington 98661,98684, or by attending the Annual Meeting and voting in person.electronically during the virtual meeting. All valid, unrevoked proxies will be voted at the Annual Meeting.

CORPORATE GOVERNANCE

Our Board of Directors and management have committed themselves to establishing a strong corporate governance environment and to adopting the best practices to meet the needs and goals of the Company. As part of that commitment, we have adopted Corporate Governance Principles, which cover such topics as qualifications and independence of Board members, the selection, orientation, and continuing education of Board members, as well as other topics designed to promote effective governance by the Board of Directors. We have also adopted a Code of Business Conduct and Ethics, which applies to all employees, officers, and directors of the Company and sets forth guidance to help in recognizing and dealing with ethical issues, to provide mechanisms for reporting unethical conduct, and to promote a culture of honesty and accountability, and a Code of Ethics for Senior Financial Officers, which applies to our senior financial officers and sets forth guidance to deter wrongdoing, and promote honest and ethical conduct, and to promote a culture of integrity and fairness. Copies of our Corporate Governance Principles, Code of Business Conduct and Ethics, and Code of Ethics for Senior Financial Officers are available on the Company’s website atwww.nwpipe.com under “Investor Relations” -— “Corporate Governance”, or by writing to the Company’s Corporate Secretary, Northwest Pipe Company, 5721 SE Columbia Way,201 NE Park Plaza Drive, Suite 200,100, Vancouver, Washington 98661.98684.

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

Director Elections

While directors are elected by a plurality of votes cast, our Corporate Governance Principles include a director resignation policy, requiring a director who receives more votes “withheld” than in favor of election in an uncontested election to tender an offer of his or hertheir resignation to the Board of Directors for consideration. The Nominating and Governance Committee shall recommend to the Board of Directors the action to be taken with respect to such offer of resignation, and the Board of Directors shall promptly determine whether to accept such resignation, and shall publicly disclose its decision and rationale.

Director Independence

The current Board of Directors consists of sixseven directors, twoone of whom areis currently employed by the Company (Messrs. Montross and Roman)(Mr. Montross). Mr. Roman, Chairperson of the Board, was employed by the Company until September 30, 2018. The Board of Directors has affirmatively determined that all of the non-employeeother directors (Ms. ApplebaumKulesa and Messrs. Declusin, Demorest,Franson, Larson, Paschal, and Larson)Yearsley) are “independent” in accordance with the standards of the Nasdaq Stock Market, including standards related to independence for service on the committees on which they serve, and as defined by the director independence guidelines included in our Corporate Governance Principles.

Board Leadership Structure and Risk Oversight

The Company’s Corporate Governance Principles provide that the independent members of the Board of Directors will select a lead director from among the independent directors if the positions of ChairmanChairperson of the Board and Chief Executive Officer (“CEO”) are held by the same person or if the ChairmanChairperson of the Board is not an independent director. The responsibilities of the ChairmanChairperson of the Board include the following: set Board meeting agendas in collaboration with the CEO; preside at Board meetings and the annual shareholders’ meeting; assign tasks to the appropriate committees;committees in accordance with their respective charters; and ensure that information flows openly between management and the Board.Board of Directors. The responsibilities of the lead director include the following: coordinate the activities of the independent directors; make recommendations to the CEO in setting Board meeting agendas on matters concerning the independent directors; prepare the agenda for executive sessions of the independent directors, chair those sessions, and be primarily responsible for communications between the independent directors and the CEO. RichardMr. Roman, the ChairmanChairperson of our Board of Directors, is not “independent” within the meaning of the applicable rules of the Nasdaq Stock Market. Accordingly, in December 2010, the remaining directors appointed James DeclusinMr. Franson remains as the Board’s Lead Director.Director since his appointment in August 2016.

The Board of Directors oversees management’s Company-wide risk management activities. Management’s risk management activities which include assessing and taking actions necessary to manage risks incurred in connection with the long-term strategic direction of the Company and the operation of our business. The Board of Directors uses its committees to assist in its risk oversight function. The Compensation Committee is responsible for oversight of risk associated with our compensation plans. The Nominating and Governance Committee is responsible for oversight of board processes and corporate governance-related risk. The Audit Committee is responsible for oversight of our financial reporting process, financial internal controls and compliance activities, the qualification, independence, and performance of our independent auditors, and compliance with applicable legal and regulatory compliance requirements. The Compensation Committee is responsible for oversight of risk associated with our compensation plans. The Nominating and Governance Committee is responsible for oversight of board processes and corporate governance-related risk. The Board of Directors maintains overall responsibility for oversight of the work of its various committees by having regular reports from the chairmanchairperson of each Committee with respect to the work performed by histheir respective Committee. In addition, discussions withby the Board of Directors about the Company’s strategic plan, financial results, capital structure, merger and acquisition related activity, and other business generally include discussion of the risks associated with the matters under consideration.

Board of Directors Meetings

Regular attendance at the Company’s Board meetings and the Annual Meeting is required of each director. The Board of Directors held five meetings during 2015.2020, in addition to adopting unanimous written consents in lieu of a meeting and soliciting informal Board consensus. Each of the directors attended more than 75% of the total number of Board and applicable Committee meetings during their tenure in 2015.2020. In addition, all of the directors serving at that time attended the Company’s 20152020 Annual Meeting of Shareholders.

Board of Directors Committees

The Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee. Each of the Committees consists of independent directors and each of the Committees has adopted a written charter which is available on the Company’s website atwww.nwpipe.comwww.nwpipe.comunder “Investor Relations” -— “Corporate Governance”,Governance,” or by writing to the Company’s Corporate Secretary, Northwest Pipe Company, 5721 SE Columbia Way,201 NE Park Plaza Drive, Suite 200,100, Vancouver, Washington 98661.98684.

The table below lists the current membership of each Committee.

____________

*     Committee Chairperson

Audit Committee.The Audit Committee of the Board of Directors is responsible for the oversight and monitoring of: the integrity of the Company’s financial reporting process, financial internal control systems, accounting, legal, and legalregulatory compliance, and financial reporting; the qualifications, independence, and performance of our independent auditors; our compliance with applicable legal and regulatory requirements; and the maintenance of open and private, if necessary, communication among the independent auditors, management, legal counsel, and the Board.Board of Directors. The Audit Committee met 11eight times in 2015.2020. Each member of the Audit Committee is “independent” as defined by applicable U.S. Securities and Exchange Commission (“SEC”)SEC and Nasdaq Stock Market rules. The Board of Directors has determined that Messrs. Demorest andFranson, Larson, and Ms. Applebaum each qualifiesYearsley qualify as an “audit committee financial expert” as defined by the rules of the SEC.

Compensation Committee.The Compensation Committee of the Board of Directors is responsible for the oversight and determination of executive compensation by reviewing and approving salaries and other compensation of the Company’s executive officers, and administering the Company’s equity incentive and compensation plans, including reviewing and approving stock option and other equity incentive and compensation awards to executive officers. In addition, the Compensation Committee is responsible for recommending to the Board of Directors the level and form of compensation and benefits for directors, and reviewing, recommending, and taking action upon any other compensation practices or policies of the Company as the Board of Directors may request or the Committee may determine to be appropriate. The Committee has sole authority to retain and terminate a compensation consultant to assist in the evaluation of executive compensation. The Compensation Committee met sixfour times in 2015.2020, in addition to adopting a unanimous written consent in lieu of a meeting. Each member of the Compensation Committee is “independent” as defined by applicable Nasdaq Stock Market rules.

Nominating and Governance Committee. The Nominating and Governance Committee of the Board of Directors recommends to the Board of Directors corporate governance principles for the Company, identifies qualified candidates for membership on the Board of Directors, and proposes to the Board of Directors for its approval nominees for election as directors. The Nominating and Governance Committee met four times in 2015.2020. Each member of the Nominating and Governance Committee is “independent” as defined by applicable Nasdaq Stock Market rules.

Communications with Directors

Any shareholder who wants to communicate with members of the Board of Directors, individually or as a group, may do so by writing to the intended member or members of the Board of Directors, c/o Chairman of the Board, Northwest Pipe Company, 5721 SE Columbia Way, Suite 200, Vancouver Washington 98661. Communications should be sent by overnight or certified mail, return receipt requested. All communications will be submitted to the Board of Directors in a timely manner.Director Qualifications and Diversity

Nominations by Shareholders In identifying qualified candidates for the Board of Directors, the Nominating and Governance Committee will consider recommendations by shareholders. Shareholder recommendations as to candidates for election to the Board of Directors may be submitted to the Company’s Corporate Secretary, Northwest Pipe Company, 5721 SE Columbia Way, Suite 200, Vancouver, Washington 98661. The Nominating and Governance Committee will evaluate potential nominees, including candidates recommended by shareholders, by reviewing qualifications, considering references, and reviewing and considering such other information as the members of the Nominating and Governance Committee deem relevant. The Company’s Corporate Governance Principles specify that the criteria used by the Nominating and Governance Committee in the selection, review, and evaluation of possible candidates for vacancies on the Board of Directors should include factors relating to whether the candidate would meet the definition of “independent” as well as skills, occupation, and experience in the context of the needs of the Board.Board of Directors. All candidates for election to the Board of Directors must be individuals of character, integrity, and honesty. The Company does not have a formal policy with respect to the consideration of diversity in identifying director candidates; however, the Nominating and Governance Committee Charter includes diversity as one of several criteria in recommending and reviewing a director nominee candidate. From time to time, the Nominating and Governance Committee has employed a third party to help identify or screen prospective directors, and may continue to do so at their discretion.

Communications with Directors

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

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

The Company’s Bylaws permit shareholders to make nominations for the election of directors, if such nominations are made pursuant to timely notice in writing to the Company’s Secretary. To be timely, notice must be delivered to, or mailed to and received at, the principal executive offices of the Company not less than 60 days nor more than 90 days prior to the date of the meeting, provided that at least 60 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders. If less than 60 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be received by the Company not later than the close of business on the tenth day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made. A shareholder’s notice of nomination must also set forth certain information specified in the Company’s Bylaws concerning each person the shareholder proposes to nominate for election and the nominating shareholder.

ELECTION OF DIRECTORS

(Proposal No.1)

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

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

Information as to 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 for Director

James Declusinhas been a director of the Company since August 2010. Mr. Declusin served as President and CEO of Evraz Inc. NA until February 2010 and as President and CEO of Oregon Steel Mills, Inc. from August 2003 until Oregon Steel Mills was acquired by Evraz Group SA in January 2007. He served as a director of Oregon Steel Mills and, subsequently, Evraz Inc. NA from 2000 until 2010. Mr. Declusin spent 16 years with California Steel Industries, most recently serving as Senior Executive Vice President and Chief Operating Officer, retiring in October 2000. Prior to that time, he spent 17 years in various management positions in the commercial area of Kaiser Steel Corporation. Currently, he is the Board’s Lead Director, Chairman of our Nominating and Governance Committee, and a member of our Compensation Committee. Mr. Declusin brings to the Board over 40 years of experience in the steel industry, including, most recently, as president and chief executive officer of a large publicly-held steel manufacturing company.

Harry Demoresthas been a director of the Company since February 2013. Mr. Demorest served as CEO of Columbia Forest Products from 1996 until 2007, as President from 1994 until 1996, and as Executive Vice President from 1992 until 1994. Prior to Columbia Forest Products, Mr. Demorest was the Office Managing Partner for Arthur Anderson and Co., an independent public accounting firm, from 1981 to 1991 in Portland, Oregon. Mr. Demorest is a former board member at Columbia Forest Products, serving on its compensation and audit committees, and a former board member and audit committee chairman of Oregon Steel Mills, Inc. Mr. Demorest has also served on the boards of several civic and charitable organizations. Currently, he is the Chairman of our Audit Committee and a member of our Nominating and Governance Committee. Mr. Demorest brings to the Board his extensive financial and managerial experience.

Continuing Directors

Michelle ApplebaumAmanda Kulesa has been a director of the Company since September 2014.July 2020. Ms. ApplebaumKulesa is a senior partner of NeoPsy Systems, a firm specializing in management and organizational psychology. Ms. Kulesa has over 3019 years of experience working with investors and top-level senior executives in capital markets. She joined Salomon Brothersbuilding great companies. Ms. Kulesa 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. Kulesa specializes in 1981, became ranked number oneapplied research to assist in steel equity analysisexecutive selection, executive development, organizational assessment, and strategic planning. Ms. Kulesa holds a PhD and MA in 1988Industrial Psychology from Bowling Green State University and was promoted to Managing Director in 1994. While at Salomon,obtained her undergraduate degree from the University of Colorado Boulder. Currently, Ms. Applebaum was part of a team that built and ran the firm’s steel investment banking practice, which was a top advisor to the sector for nearly a decade. After leaving the firm in 2003, Ms. Applebaum built one of the first and most successful “independent” equity research advisory boutiques. Ms. Applebaum recently retired, and is currently a trustee at Lake Forest College in Chicago and on the advisory board of a financial analytics company. Currently, sheKulesa is a member of our Audit CommitteeNominating and CompensationGovernance Committee. Ms. ApplebaumKulesa brings to the Board her relevant industry experienceknowledge of organizational development and insight, as well as her extensive financial expertise.strategic human capital management.

Keith Larson has been a director of the Company since May 2007. Mr. Larson is on the board of directors of Rogers Corporation (NYSE:ROG) which designs, develops, manufactures, and sells high-performance and high-reliability engineered materials and components. Mr. Larson is also on the board of directors of one privately-held company which supplies subsystems to semiconductor equipment manufacturers, 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, Intel Corporation’s strategic investment group.group, until his retirement in April 2019, where he was a voting member of the investment committee and managed the Financial Investments Portfolio, along with other duties. Mr. Larson was appointed Vice President in 2006 and has served as a Managing Director of Intel Capital sincefrom 2004 to 2018, managing a team of investment professionals focused on identifying, making, and managing strategic investments in the manufacturing, wearables,memory and programmable solutions, and Intel Labs sectors, as well as the Japan region.Sports and Bioinformatics vertical sectors. Mr. Larson has previously managed Latin America, Taiwan, Korea, and KoreaJapan regions for Intel Capital, and for approximately three months in 2004, Mr. Larson managed the Western Europe and Israel investment team of Intel Capital. From 1999 to 2003, Mr. Larson was a Sector Director managing teams of investment professionals investing in communications, networking, and data storage sectors. Mr. Larson also currently servesformerly served on the board of regents of a university, and formerly served on onea state government council, which oversaw approximately $80 billion in investments of various Oregon State agencies and funds such asincluding the Oregon Public Employees Retirement Fund. Mr. Larson attended UCLA and holds a BS in Business Administration, Accounting (Cum Laude) from the University of Southern California. Currently, heMr. Larson is the ChairmanChairperson of our CompensationAudit Committee and a member of our AuditCompensation Committee. Mr. Larson brings to the Board his experience as a senior executive in corporate development in a large multinational public company as well as his experience in corporate governance.

Scott MontrossRichard Roman has been a director of the Company since January 2013. Mr. Montross has served as our President2003 and CEO since January 2013, and as our Chief Operating Officer from May 2011 until December 2012. Previously he served as Executive Vice President, Flat Products Group of Evraz, Inc. NA from March 2010 through April 2011. Mr. Montross served as Vice President, General Manager, Evraz Oregon Steel from February 2007 through February 2010. Prior to his General Manager role, Mr. Montross served as Vice President of Sales at Oregon Steel Mills, Inc. from June 2003 through February 2007. From 2002 to 2003, Mr. Montross was a Vice President of Sales for National Steel Corporation. Mr. Montross brings to the Board his extensive commercial and operational experience in the steel industry.

Richard Romanhas been a director of the Company since 2003. Effective January 1, 2013, Mr. Roman became the ChairmanChairperson of the Board of Directors.Directors since January 2013. Mr. Roman has also served as our CEO from March 2010 until December 2012, and as our 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. Mr. Roman also serves on the Boardreceived a BA from Grinnell College and a MBA from University of Directors of one privately held manufacturing company.Chicago. Mr. Roman brings to the CompanyBoard his knowledge and experience as a partner at a large national independent public accounting firm as well as his more recent management experience as an executive officer of a private investment company.

Continuing Directors

Michael Franson has been a director of the Company since August 2016. Mr. Franson previously served on the Board of Directors from 2001 until 2005 and again from 2007 until 2014. In July 2016, Mr. Franson retired from KPMG Corporate Finance LLC as Managing Director and Global Head of Technology M&A after serving in that role from 2014 to 2016. From 2005 to 2014, Mr. Franson was a co-founder and President of St. Charles Capital LLC, an investment banking firm focused on mergers and acquisitions, raising private capital and providing financial advisory services for middle-market companies across the United States. From 2000 to 2005, Mr. Franson was a Managing Director at The Wallach Company, which was subsequently sold to KeyCorp, the parent of KeyBanc Capital Markets. Mr. Franson holds a BS in Marketing from California State University at Chico and a MBA in Finance from the University of Oregon, Charles H. Lundquist College of Business. Currently, Mr. Franson is the Chairperson of our Compensation Committee and a member of our Audit Committee. Mr. Franson brings to the Board his background and expertise in investment banking, including substantial experience in financial analysis and financial advisory services, merger and acquisition transactions, and a wide variety of capital raising and financing transactions.

Scott Montross has been a director of the Company since January 2013. Mr. Montross has served as our President and CEO since January 2013 and served as our Executive Vice President and Chief Operating Officer from May 2011 until December 2012. Mr. Montross has served in senior vice president level positions since 2003 with commercial, operational, and planning responsibilities and has spent a total of 24 years in the steel industry prior to joining the Company. Mr. Montross previously served as the Executive Vice President, Flat Products Group for EVRAZ North America’s Oregon Steel Division from 2010 to 2011, as the Vice President and General Manager of EVRAZ North America from 2007 to 2010, as the Vice President of Marketing and Sales for Oregon Steel Mills, Inc. from 2003 to 2007, and as the Vice President of Marketing and Sales for National Steel Corporation from 2002 to 2003. Mr. Montross has a BA from Colgate University. Mr. Montross brings to the Board his in-depth knowledge of the Company and its industry through his years of service as CEO, as well as his extensive commercial and operational experience in the steel industry.

John Paschal has been a director of the Company since August 2019. 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. Mr. Paschal graduated from Mississippi State University with a BS in Business Administration. Currently, Mr. Paschal is a member of our Compensation Committee and a member of our Nominating and Governance Committee. Mr. Paschal brings to the Board his extensive experience in the steel industry as well as his executive leadership and business management skills.

William Yearsley has been a director of the Company since March 2020. Mr. Yearsley is an investor and lead outside director at Tri-Arc, LLC and is the CEO of Terra CO2 Technologies Ltd., which develops new technologies to reduce carbon dioxide emissions from the production of cement. Mr. Yearsley has also been a limited partner of Lariat Partners Fund One since 2013 and served as its operating partner from 2013 to 2019. Mr. Yearsley was a director and interim CEO of Sioux Creek Silica LLC from November 2014 until December 2020. From 2011 to 2012, Mr. Yearsley was the CEO of Real Goods Solar, Inc., a publicly traded engineering, procurement, and construction solar company. From 2007 to 2011, Mr. Yearsley was an endowed professor at the University of Colorado Boulder Department of Civil, Architectural, and Environmental Engineering, and was honored as the top teaching faculty member in 2011. In 1996, Mr. Yearsley co-founded American Civil Constructors and led the company as chairman and CEO until 2007. From 1984 to 1997, Mr. Yearsley was employed by Redland PLC, a FTSE 100 firm traded on the London Stock Exchange, and later in his tenure served as chairman and CEO of the construction materials and non-metallic mining groups. Mr. Yearsley has also served on several boards of privately-owned construction related businesses. Mr. Yearsley holds a BS in Engineering from Southern Illinois University and a MS in Industrial Science and a PhD in Construction Engineering from Colorado State University. Currently, Mr. Yearsley is a member of our Audit Committee and a member of our Nominating and Governance Committee. Mr. Yearsley brings to the Board his extensive experience with merger and acquisition transactions, capital raising, management of public and private companies, as well as his substantial knowledge of the construction industry.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This compensation discussion and analysis provides information about our compensation program for our 2015 CEO, our Chief Financial Officer (“CFO”), our former CFO, and each of the three other most highly compensated executive officers (“Named Executive Officers:Officers”):

Further information about each of our executive officers is available in Part III – Item 1010. “Directors, Executive Officers and Corporate Governance” of our 20152020 Annual Report on Form 10-K.to Shareholders.

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

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

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

goals.

In 2011, the Compensation Committee engaged Mercer LLC (“Mercer”) to conduct an overall review of our executive compensation program, and to advise the Compensation Committee on the levels of base salary as well as on the design of the Company’s performance-based cash incentive program and long-term equity incentive program. To that end, Mercer developed a competitive peer group and performed benchmarking analysis of the levels and mix of compensation. The Compensation Committee used the results from this peer group and benchmarking analysis as reference data in making judgments regarding executive compensation without the implementation of a formal policy. The following peer companies were included in the analysis:

Process for Setting Executive Compensation. The Compensation Committee reviews and approves the salaries and other discretionary compensation of the Company’s executive officers, and administers the Company’s equity incentive and compensation plans, including reviewing and approving equity incentive and discretionary compensation awards to executives. The Compensation Committee annually reviews and approves compensation levels and pay mix for our executives.

Advisory Vote on Executive Compensation.Each year the Compensation Committee submits to shareholders an advisory resolution on executive compensation, and carefully considers the voting results of this proposal, though the final vote is advisory in nature and therefore not binding on the Company. Our shareholders expressed strong support for our executive compensation program in the advisory vote at our 20152020 Annual Meeting of Shareholders. Based upon these results, the Compensation Committee has determined to follow the shareholders’ recommendation by continuing our present compensation policies and practices.

Elements of Compensation.For the year ended December 31, 2015,2020, the principal targeted components of compensation for executive officers were:

The target weighting of each of the components of compensation reflected in the Summary of Cash and Certain Other Compensation table on page 14 for the CEO and other Named Executive Officers was as follows for the year ended December 31, 2015:2020:

Realized Pay vs. Reported Pay.Pay. In the following table, Reported Pay is compensation reflected in the Summary of Cash and Certain Other Compensation table on page 17.14. Realized Pay is compensation actually received byfor each of the Named Executive Officer during the year, includingOfficers includes base salary, performance-based andcash incentive compensation earned for the respective year’s performance, discretionary cash incentive compensation paid during the respective year, market values at vesting of previously granted RSUs and PSAs, and All Other Compensation amounts received during the year. Realized Pay was greaterless than Reported Pay in 20152020 for all Named Executive Officers, otherexcept for Ms. Gantt, as the value of the equity incentive awards received was less than the value of equity incentive awards granted. Since Ms. Taylor due to the fact that no Long-Term Equity Incentive Awards were issuedGantt retired in 2015, yet certain Long-Term Equity Incentive Awards issuedMarch 2020, she was not granted equity incentive awards, which is reflected in prior years vested in 2015.her 2020 Reported Pay.

Base Salary.We provide executive officers and other employees with a base salary to compensate them for services rendered during the fiscal year. Base salaries are determined for each executive based on his or hertheir experience, position, and responsibilities, and take in tointo consideration market data and conditions. In addition, we consider the individual performance of each executive, and conduct internal reviews of each executive’s compensation, to ensure equity among executive officers. Salary levels are typically reviewed annually as part of our performance review process as well as upon a promotion or other change in job responsibility. Merit based increases to salaries are based on the Compensation Committee’s assessment of the individual executive’s performance in conjunction with recommendations provided by the CEO.

Base salary is reflected in the ‘Salary’ column in the Summary of Cash and Certain Other Compensation table on page 17.14.

Performance-Based Cash Incentive Compensation.We provide, executive officers and other employees withfrom time to time, incentive compensation to retain, incentivize, and reward thememployees for high performance and achievement of corporate goals. The incentive compensation program provides for an award of cash incentive compensation to executive officers and others as a reward for our growth and profitability, and places a significant percentage of each executive officer’s compensation at risk. Awards are based on our achievement of certain financial performance measures each year.measures.

The performance measure for 2015In 2020, each Named Executive Officer, except for the Named Executive Officersformer CFO, was awarded short term incentive plans providing for cash payments for the achievement of certain levels of adjusted income before income taxes for the 2020 fiscal year. Adjusted Incomeincome before Income Taxes, for which the Compensation Committee established a target level of $30.0 million. Adjusted Income before Income Taxesincome taxes is calculated by adjusting our income before income taxes as reported in our audited financial statements for certain events that occur during the year, such as the acquisitionsacquisition of businesses, the sales of significant capital assets, or other extraordinary or unusual developments. For 2015, Adjusted Income2020, adjusted income before Income Taxesincome taxes excludes net insurance recoveries and gains resulting from the impairmentApril 2019 accidental fire at our Saginaw, Texas facility (“Saginaw Fire”), other unusual net gains and incremental production costs, and intangible amortization expense as a result of our Water Transmission goodwill.the Geneva Pipe and Precast Company (“Geneva”) acquisition.

The Compensation Committee also establishedfollowing scale shows the payout as a payout range for the awards for each executive officer based on the levelpercentage of achievement of the performance measure. For Mr. Montross, the target payout for 2015 was seventy percent of 2015 annual base salary upon achievement of one hundred percent of the performance target, with the payout range extending from $0 at or below fifty percent of target performance to one hundred and forty percent of 2015 base salary at or above one hundred and thirty percent of target performance. For the other Named Executive Officers, the target payout for 2015 was fifty percent (thirty percent in the case of Ms. Taylor) of 2015 annual base salary upon achievement of one hundred percent of performance target, with the payout range extending from $0 at or below fifty percent of target performance to one hundred percent (sixty percent in the case of Ms. Taylor) of 2015 annual base salary at or above one hundred and thirty percent of target performance.that may be awarded. Payouts for performance withinbetween the range will berankings are interpolated on a straight line basis. Even if the performance measures are met, the Compensation Committee retains the right to adjust the actual amounts of the award to each individual at its discretion. Such adjustments may be based on individual performance, as well as external factors affecting us or the occurrence of unusual or infrequent events; in 2013, Mr. Montross’s award was reduced by five percent for adjustments based on individual performance. The following table reflects, for each of the Named Executive Officers, the applicable performance target, actual performance and amount of award: straight-line basis:

Cash payments under this short term incentive plan were made in March 2021, and were determined by multiplying base salary times the payout percentage of 75.5% for Mr. Montross and 53.9% for Messrs. Wilkins, Smith, Brittain, and Stokes.

Performance-based cash incentive compensation if awarded, is reflected in the ‘Non-Equity Incentive Plan Compensation’ column in the Summary of Cash and Certain Other Compensation table on page 17.14.

Discretionary Incentive Compensation.We provide, from time to time, additional discretionary incentive compensation in recognition of an executive officer'sofficer’s or other employee'semployee’s success in attaining results that delivered value to the Company, but were not captured in the performance-based cash incentive compensation, or for other reasons as determined appropriate by the Compensation Committee.

In 2020, discretionary cash incentive compensation was awarded to each Named Executive Officer, except for the former CFO, for value capture and creation related to the acquisition of Geneva.

Discretionary incentive compensation if awarded, is reflected in the ‘Bonus’ column in the Summary of Cash and Certain Other Compensation table on page 17. There has been no discretionary incentive compensation awarded in 2015, 2014 or 2013.14.

Long-Term Equity Incentive Awards. We provide long-term equity incentive awards to executive officers and certain designated key employees. The long-term equity incentive awards are designed to ensure that our executive officers and key employees have a continuing stake in our long-term 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. Due to continuing challenging economic conditions, no Long-Term Equity Incentive Awards were granted in 2015.

When granted, RSUs are service-based and entitle the holder to receive Common Stock at the end of the vesting period (generally over approximatelyperiods 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 us long-term.

When granted, PSAs are service-based awards with a market-basedperformance-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 approximately three years.one year. Additionally, the holders benefit further if they are successful in increasing the value of our Common Stock. PriorWhen PSAs wereare granted, with a market-basedthey typically include vesting conditionconditions that entitlesentitle the holder to receive between zero and two hundred200 percent of the target award. Payouts for performance between the rankings will be interpolated on a straight-line basis.

In 2020, each Named Executive Officer, except for the former CFO, 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 will vest based on our Total Shareholder Return compared to our PSA peer group.the Company’s Earnings before Interest Expense, Income Taxes, Depreciation, and Amortization 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:

PayoutsOne-third of the PSAs vested on March 31, 2021 based on EBITDA Margin Performance for performance between the rankings2020 fiscal year, which excluded net insurance recoveries and gains resulting from the Saginaw Fire, other unusual net gains and incremental production costs, and acquisition-related transaction costs for Geneva; the actual number of shares of Common Stock that were issued was determined by multiplying the PSAs by a payout percentage of 200%. One-third of the PSAs will be interpolatedvest on a straight line basis.March 31, 2022 based on EBITDA Margin Performance for the 2020-2021 fiscal years and one-third of the PSAs will vest on March 31, 2023 based on EBITDA Margin Performance for the 2020-2022 fiscal years.

Long-term equityIn 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, 2023, the PSAs will be immediately vested and the amount awarded will be based on the results obtained through the change in control date.

The RSUs awarded vest in three equal installments on January 15, 2021, January 17, 2022, and January 16, 2023, 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 16, 2023, a pro-rata number of RSUs will be calculated based on time elapsed as of the date of the change in control, and those RSUs will be immediately vested.

Equity incentive awards are reflected in the ‘Stock Awards’ column in the Summary of Cash and Certain Other Compensation table on page 17.14. These amounts represent the target value of the award issued, but not what was actually received by the Named Executive Officer. Over the 2012 – 2014 performance period corresponding with our 2012 performance grants, when the award vested in 2015 our Total Shareholder Return was 26%, resulting in a ranking in the 36% percentile, and a payout of 59% of the target award.

Retirement Benefits. In order to provide competitive total compensation, we offer our executive officers and certain designated key employees a nonqualified retirement savings plan (the “Deferred Compensation Plan”), which provides executive officers and others with the opportunity to defer salary and bonus compensation for a period of years or until termination of employment. Executive officers who defer salary or bonus under the Deferred Compensation Plan are credited with market-based returns. We may make a discretionary matching contribution based on deferrals made by each participant. In addition, we will make a contribution based on a target benefit projected for each participant. The target benefit projected is 1% of base salary in the year before attaining normal retirement age per year of employment (up to 35 years) with us. For 2015, Company contributions to the Deferred Compensation Plan accounted for between zero and eleven percent of the total compensation for each of the Named Executive Officers.

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

Retirement benefits are reflected in the ‘All Other Compensation’ column in the Summary of Cash and Certain Other Compensation table on page 17.14.

Perquisites and Other Personal Benefits. We provide executive officers with limited perquisites and other personal benefits that we and the Compensation Committee believe are reasonable and consistent with our overall compensation program to better enable us to attract, retain, and motivate employees for key positions. We are selective in our use of perquisites, utilizing perquisites that are commonly provided, the value of which is generally modest. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to executive officers. The primary perquisites are car allowances and life insurance premiums.premiums, auto allowance, and phone allowance.

Perquisites and other personal benefits are reflected in the ‘All Other Compensation’ column in the Summary of Cash and Certain Other Compensation table on page 17.14.

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

Clawback Provisions. Our performance-based cashequity incentive compensation program containsawards contain a provision that allows the Company to recapture amounts paid to the Named Executive Officers under certain circumstances. If the Company’s financial statements are the subject of a restatement due to misconduct, to the extent permitted by governing law, in all appropriate cases, the Company will seek reimbursement of excess incentive cashshare compensation paidgranted under the programagreements for the relevant years. For purposes of this provision, excess incentive cashshare compensation means the positive difference, if any, between (i) the award paid to the Named Executive Officer and (ii) the award that would have been madepaid to the Named Executive Officer not including the effect of any discretionary reductions made by the Committee, had the target award been calculated based on the Company’s financial statements as restated.

Stock Ownership and Anti-Hedging/Pledging Policy. The Nominating and Governance Committee of the Board of Directors has adopted a stock ownership policy because it believes it is in the best interests of the Company and its shareholders to align the financial interests of our executive officers and directors with those of the Company’s shareholders. Under the policy, the directors are expected to accumulate and own shares having a market value equal to three times their annual cash retainer; the CEO is expected to accumulate and own shares having a market value equal to three times his base salary; and each of the other Named Executive Officers is expected to accumulate and own shares having a market value equal to either one or two times his or hertheir base salary, depending on his or hertheir position with the Company. Each executive officer or director has five years to accumulate the expected ownership level beginning from the later of September 2011 or their date of hire or promotion. Until such ownership is achieved, each executive officer or director is required to retain 100% of net after-tax shares issued upon vesting of equity incentive awards. In addition, executive officers and directors are expressly prohibited from engaging in hedging transactions related to the Company’s stock, including trading in publicly-traded options, puts, calls, or other derivative instruments related to the Company’s stock, and from pledging the Company’s stock as collateral for a loan.

Summary of Cash and Certain Other Compensation

The following table reflects compensation earned by our CEO, our CFO, and each of the three other most highly compensated executive officers,Named Executive Officers for the years ended December 31, 2015, 20142020, 2019, and 2013 (the “Named Executive Officers”).2018.

Summary Compensation Table

___

2020 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, 2020. No performance-based awards were granted to Ms. Gantt, former CFO.

2015 Grants of Plan-Based Awards

Outstanding Equity Awards at 20152020 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 atas of December 31, 2015. 2020.