To the Shareholders of Northwest Pipe Company:

The 2016 Annual Meeting of Shareholders (the “Annual Meeting”) of Northwest Pipe Company will be held on Thursday, June 2, 2016, at 8:00 a.m. Pacific Time at the Hilton Vancouver Hotel, located at 301 West 6^th Street, Vancouver, Washington. The purposes of the Annual Meeting will be:

We are enclosing a copy of

| Notice and Proxy Statement | 2023

| Notice and Proxy Statement | 2023

TABLE OF CONTENTS

PROXY STATEMENT FOR THE

2016 ANNUAL MEETING OF SHAREHOLDERS OF

NORTHWEST PIPE COMPANY

TABLE OF CONTENTS

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PROXY SUMMARY

 

PROXY SUMMARY

CREATING STAKEHOLDER VALUE

‘Creating Stakeholder Value’ Section starts on page 7.

	57		Years of Quality Manufacturing Data as of 12/31/2022		13		Manufacturing Facilities		1,312		Company Employees		4		Branded Product Lines

Founded in 1966, Northwest Pipe Company is a leading manufacturer of water-related infrastructure products. In addition to being the largest manufacturer of engineered steel water pipeline systems in North America, the Company manufactures stormwater and wastewater technology products; high-quality precast and reinforced concrete products; pump lift stations; steel casing pipe, bar-wrapped concrete cylinder pipe, and one of the largest offerings of pipeline system joints, fittings, and specialized components.

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PROXY SUMMARY

NORTHWEST PIPE COMPANY

5721 SE Columbia Way, Suite 200 

Vancouver, Washington 98661

(360) 397-6250A combination of new population centers, rising demand on developed water sources, substantial underinvestment in water infrastructure over the past several decades, impacts from climate change, and increasingly stringent regulatory policies are driving demand for water infrastructure projects in the United States. The Company’s core market is the large-diameter, high-pressure portion of a water transmission pipeline which it believes has a total addressable market of approximately $2.0 billion over the next three years.

PROXY STATEMENT FOR

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 2, 2016

INTRODUCTION

This Proxy StatementWith the Company’s goal of creating growth and the accompanying 2015 Annual Reportprofitability to Shareholders are being furnished to the shareholders ofdrive shareholder value, Northwest Pipe Company an Oregon corporation (the “Company”), as partlooks beyond the engineered welded steel pipeline market to achieve that growth. Currently the Company holds approximately 55% of the solicitationengineered steel pressure pipe addressable market. In addition to maximizing the steel pressure pipe water transmission business by being opportunistic with the limited but identified potential acquisition opportunities, it is essential to look to the precast concrete and engineered solutions market for growth through expansion or acquisition.

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PROXY SUMMARY

In 2022, despite a general trend of economic downturn, Northwest Pipe Company outperformed certain peer companies (the “Peer Group”) selected by the Company’s BoardCompany and the Russell 2000 Index of Directors (the “Board of Directors”) for use atsmall-cap companies, which was due, in part, to the Company’s annual meeting of shareholders (the “Annual Meeting”) to be heldexpansion in the precast market. See page 48 for companies included in the Peer Group.

	EARNINGS PER SHARE		INDEXED RETURNS
	Basic net income per share is computed by dividing the net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by giving effect to all potential shares of common stock, including stock options, restricted stock units (“RSUs”), and performance share awards (“PSAs”), to the extent dilutive. The chart below shows diluted net income per share, which was $3.11 in 2022.		Northwest Pipe Company has outperformed the Peer Group and the common market indexes it compares itself against. The chart below reflects performance compared to the common market indexes identified below and a weighted composite of the Peer Group selected by the Company. The index is based on cumulative returns from an initial $100 invested on December 31, 2017.

CORPORATE GOVERNANCE

‘Corporate Governance’ Section starts on Thursday, June 2, 2016 at 8:00 a.m. Pacific Time at the Hilton Vancouver Hotel, located at 301 West 6^th Street, Vancouver, Washington.page 16.

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

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PROXY SUMMARY

PROPOSAL #1: ELECTION OF DIRECTORS

‘Proposal #1: Election of Directors’ Section starts on page 24.

3. YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

The ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016; and

This Proxy Statement, together with the enclosed proxy card and the 2015 Annual Report to Shareholders, are first being mailed to shareholders of the Company on or about April 29, 2016.

The Board of Directors has fixedunanimously recommends that shareholders vote “FOR” the closeelection of businessits nominees for director. Proxies solicited by the Board will be voted “FOR” the election of the Board’s nominees unless a vote withholding authority is specifically indicated.

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PROXY SUMMARY

PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

‘Proposal #2: Advisory Vote on April 15, 2016Executive Compensation’ Section starts on page 33.

EXECUTIVE COMPENSATION

The following table reflects compensation awarded to the Company’s CEO, Chief Financial Officer (“CFO”), and each of the three other most highly compensated executive officers (collectively the “Named Executive Officers”) in 2022. More detailed information regarding Executive Compensation can be found on page 33 under “Executive Compensation Discussion and Analysis” and on page 41 under “Summary Compensation.”

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

The Board of Directors unanimously recommends voting “FOR” the approval of the compensation of the Named Executive Officers (“NEOs”) as disclosed in this proxy statement and as described pursuant to the compensation disclosure rules of the Exchange Act.

‘Proposal #3: Advisory Vote on the Frequency of Shareholder Advisory Votes on Executive Compensation’ Section starts on page 51.

The advisory vote on the frequency of shareholder advisory votes on executive compensation is a non-binding vote as to how often the executive compensation advisory vote should occur: every one year, every two years, or every three years. You may either vote for one of these alternative frequencies or, if you desire, abstain from voting on this matter.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE OPTION OF 1 YEAR IN THIS PROPOSAL.

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PROXY SUMMARY

PROPOSAL #4: RATIFICATION OF THE APPOINTMENT OF MOSS ADAMS LLP

‘Proposal #4: Ratification of the Appointment of Moss Adams LLP’ Section starts on page 52.

AUDIT SERVICES AND FEES

Audit fees include fees for the determinationaudit of the shareholders entitledannual financial statements, including required quarterly reviews, the audit of the Company’s internal control over financial reporting, and services in connection with other regulatory filings. Fees for services billed by the Company’s principal accountant, Moss Adams LLP (“Moss Adams”), for the years ended December 31, 2022 and 2021 were as follows:

2022         $1,388,000

2021         $1,232,500

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

ADDITIONAL INFORMATION

‘Additional Information’ Section starts on page 53.

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CREATING STAKEHOLDER VALUE

CREATING STAKEHOLDER VALUE

COMPANY CULTURE

Northwest Pipe Company’s core values are Accountability, Commitment, and Teamwork, or ACT for short, which it seeks to noticedemonstrate in all of its behaviors and daily interactions, both internally and externally, and with all of its stakeholders.

PROFESSIONAL STANDARDS

Northwest Pipe Company takes pride in the high standards of conduct that it identifies with as a Company. The Company has controls in place relating to compliance with its Code of Business Conduct and Ethics (“Code”), including a requirement for employees and the Board of Directors to review and understand the requirements of the Code, as well as an established whistleblower hotline and related procedures.

The Company conducts training on the Code upon hire, and in regular intervals during the employee’s life cycle. The most recent ethics training for all salaried employees was launched in the fourth quarter of 2022.

The Company also conducts anti-trust training annually. The most recent anti-trust training for certain senior management and sales employees was the first quarter of 2023.

In addition, the Company recently conducted its “Respect in the Workplace” training which focused on inclusion, communication, and attentiveness to workplace behaviors and their impact on others.

2022 PERFORMANCE HIGHLIGHTS

In 2022, the Company maintained its high levels of production and strong financial performance amid the ongoing recovery from the global pandemic and prospect of an economic downturn. The sales increase in 2022 is due mainly to the continued integration of the Precast Infrastructure and Engineered Systems (“Precast”) businesses acquired in 2020-2021. A historically strong backlog and order book, along with growing demand in the Precast segment, are the main contributors to the Company’s recent success.

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CREATING STAKEHOLDER VALUE

	REVENUE GROWTH (IN MILLIONS)		PROFITABILITY
	In 2022, net sales revenue increased 37.3% to approximately $458 million from approximately $333 million in 2021. Recent growth can largely be attributed to the Company’s acquisitions of Geneva Pipe and Precast Company (“Geneva”) and Park Environmental Equipment, LLC (“ParkUSA”), which contributed $150 million to the Company’s 2022 net sales.		Earnings per share (“EPS”) ratio is the percentage of the Company’s net income per share if all profits are distributed to shareholders. The Company’s diluted EPS in 2022 was $3.11, a 168% increase from the $1.16 diluted EPS in 2021.

	SPP BACKLOG INCLUDING CONFIRMED ORDERS (IN MILLIONS)		PRECAST ORDER BOOK (IN MILLIONS)
	As of December 31, 2022, the Company had a backlog(1) of $274 million. The Company evaluates demand for its Engineered Steel Pressure Pipe (“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, 2022, SPP’s backlog including confirmed orders was $372 million, indicating a healthy project load and future revenue.		As of December 31, 2022, the Company had an order book totaling $64 million in the Precast segment, a 25.5% increase from the prior year. ‘Order book’ includes unfulfilled orders outstanding at the measurement date.

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CREATING STAKEHOLDER VALUE

GROWTH AND STRATEGIC OPPORTUNITIES

Northwest Pipe Company’s growth strategy is focused on diversifying into a broader water market and capitalizing on the unique attributes of its market position, production capabilities, reputation, and nationwide sales and distribution footprint. The Company’s goal is to create transformational growth and profitability in order to drive shareholder value via a two-pronged strategy: 1) growth in its precast-related market through both organic growth “Product Spread” strategy and acquisitions; and 2) maximize the steel pressure pipe business through cost reduction measures and “Lean Manufacturing” to drive further efficiencies. “Product Spread” is an initiative to add the production of ParkUSA products to pre-existing Northwest Pipe Company facilities, and vice versa in order to expand production and maximize overall efficiencies. “Lean Manufacturing” is a production method aimed primarily at reducing times within the production system as well as response times from suppliers and to votecustomers.

Recent acquisitions present prime opportunities for the Company to expand its reach in the precast market. The Company acquired Geneva on January 31, 2020, a concrete pipe and precast concrete products manufacturer based in Utah. This acquisition expanded the Company’s water infrastructure product capabilities by adding additional reinforced concrete pipe (“RCP”) capacity and a full line of precast concrete products including storm drains, manholes, catch basins, vaults, and curb inlets as well as innovative lined products that extend the life of concrete pipe and manholes for sewer applications. On October 5, 2021, the Company acquired ParkUSA, a technology leader in water infrastructure products that manufactures water, wastewater, and environmental solutions at its three operating facilities in Texas. The ParkUSA products are assembled within concrete vaults or steel fabricated housings that can be delivered direct to the job site, saving valuable installation time for the Company’s customers.

Since 2020, the Company has shown a steady increase in Precast sales through its product diversification strategy. Given the size of the addressable precast market, the Company aspires to grow organically by spreading the manufacturing of ParkUSA’s products to pre-existing Northwest Pipe Company facilities.

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The Company is solidifying its commitment to the precast market by continuing to invest in its Geneva facilities in Utah. The Company has recently invested in a new batch plant at the Annual Meeting. Accordingly, only holders of record of shares of Common StockSt. George, Utah facility, replaced a concrete mixer and controls in the Salt Lake City, Utah facility, and has ordered a RCP machine with associated concrete batching and mixing equipment, also at the closeSalt Lake City facility. The RCP machine is expected to cost approximately $15 million and will improve efficiency and increase capacity to meet growing market demand for RCP as well as increase production capacity for other concrete products in Utah.

In addition to the focus on growing its business, the Company maintains the current strategic and operational initiatives:

TRANSFORMING INITIATIVES

Northwest Pipe Company’s performance culture enables it to be agile in response to the fast-changing needs of its customers and is supported by its three core ACT principles: Accountability, Commitment, and Teamwork. In addition to these key components, core drivers of the manufacturing operations include safety, quality, innovation, Lean Manufacturing, and reducing environmental impact through all phases of the business. This unwavering commitment underlies the principle that good business, economic growth, and social responsibility flourish together.

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CREATING STAKEHOLDER VALUE

In 2022, the Company committed to implementing an Environmental, Social, and Governance (ESG) program focusing on: 1) maintaining high product output while minimizing environmental impact and combatting the forces of climate change; 2) responding to stakeholder priorities; and 3) meeting future regulatory demands to report greenhouse gas emissions from its manufacturing activities. The Company’s ESG strategy will align with reporting frameworks such as the United Nations Sustainable Development Goals (SDGs), Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), Task Force on such dateClimate-related Financial Disclosures (TCFD) and others. Oversight of the Company’s ESG program is the responsibility of the Company’s executive management team. Further, the Company’s Board of Directors has created the Environmental and Social Governance Committee to assist with oversight and support of general environmental and social strategies, communication plans with stakeholders, and monitoring trends, recent developments, as well as developing regulations. The breadth of work led to the creation of a Corporate Social Responsibility Manager (CSRM) position, responsible for helping prioritize the Company’s ESG initiatives and driving them forward. Over the next year, the Company will develop and implement an ESG Roadmap to 1) identify and align ESG efforts across the Company; 2) prioritize ESG initiatives that are congruent with the Company’s strategic objectives; and 3) assign roles and responsibilities for executing activities intended to meet ESG goals.

The Company’s ESG Implementation Process

Establish a Baseline

Like many of its peers, the Company is just beginning its ESG journey and much of its work completed in 2022 centered on developing its baseline. The initial phase of the ESG implementation process featured a benchmarking exercise to determine the ESG issues that are important to its business strategy, and how it compares to industry peers. The benchmarking assessment provided a practical starting point, highlighting strengths to build on as well as opportunities to advance the ESG initiative. It also provided a clearer understanding of what shareholders are focused on, emerging topics, future material risks, and how the Company’s material issues are aligned. The Company also underwent a baselining exercise aided by a subscription to the Institutional Shareholder Services Corporate Solutions (ICS) Governance Analytics tool. The Company quickly improved its Social decile score from an ‘8’ to a ‘6’ (‘1’ being the highest rating and ‘5’ the median rating for companies in the 201030 “Construction & Engineering” GICS code) through careful review of its current operational practices and internal controls, as well as the publication and adoption of new policies.

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Materiality Assessment

To further understand the Company’s ESG priorities and objectives, a materiality assessment was conducted in the first quarter of 2023. Led by independent ESG and Sustainability consultants, the three-day workshop featured a series of interviews with a multidisciplinary group of subject matter experts and department leads. The overall goals of the exercise were to identify ESG risks and opportunities, provide data to serve as a tool to further assist in defining overarching strategy, and inform ESG and sustainability reporting and communications content to stakeholders.

Based on discussions and a ranking exercise, 16 key ESG topics were identified for Northwest Pipe Company to consider in its long-term business performance and ongoing ESG strategy. Moving forward, ESG materiality will be entitledperiodically reviewed in an effort to voteensure the topics that are most important to the Company’s business and stakeholders are properly considered. The scatter-plot diagram below illustrates the prioritization ratings of material topics. While all the topics are important, material topics are separated by the level of attention and resources that may be needed to improve performance. Specifically, the Company will continue to maintain and manage performance of the topics identified in the “Continued Best Practices” category; however, these topics do not require the same level of attention and focus as the topics in the “Prioritize” category.

	This chart represents Northwest Pipe Company’s preliminary results from its first materiality assessment and is intended to represent its identification of ESG topics relative to the Company’s overall strategic objectives and values. Prioritization and performance targets pertaining to ESG activities will be developed in the coming year.

Data from the workshop was presented to senior management, and the resulting sustainability framework is being used to develop a comprehensive sustainability strategy that will guide the Company’s ESG efforts in the coming years. The next steps (mid-2023) will be to define roles and responsibilities, establish key ESG goals and key performance indicators that are aligned with the Company’s annual goals and objectives, and eventually publish results.

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Greenhouse Gas (GHG) Emissions Scope 1 and 2

At the time of this Proxy writing, the Company was in the early stages of collecting its Scope 1 (direct emissions) and Scope 2 (emissions from utility consumption) initial data. Scope 1 data collection will rely on information from the Company’s facilities (e.g. fuel consumption), and is expected to be completed in 2023. Like the materiality assessment, results from the Scope 1 and 2 emission calculations will help inform the direction and strategic objectives of the Company’s ESG framework. In partnership with independent ESG and Sustainability consultants, the Company will explore opportunities to implement business practices to reduce energy consumption and emissions, along with the establishment of credible emissions reduction targets.

Water Security

As a manufacturer of water-related infrastructure products, the Company is committed to providing water to communities with the intent of improving environmental and public health outcomes. 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. The Company’s 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. Some examples of the projects the Company is proud to be involved with include:

PRIORITIZING HEALTH AND SAFETY

Northwest Pipe Company’s goal is to send each employee home safe at the Annual Meeting, with eachend of the day. As such, share entitling its owner to one vote on all matters properly presentedsafety is at the Annual Meeting. Oncentral core of the record date, there were 9,573,371 sharesCompany’s culture, and is infused at every level of Common Stock then outstanding,its organization. More than just policy and procedure, the Company’s safety program gives equal focus to the human side of safety, integrating coaching and mentoring efforts with each share of Common Stock being entitledcompliance-driven approaches. By instilling a deep commitment to one vote.

Ifsafety that reaches from the enclosed form of proxy is properly executedCompany’s CEO to its general laborers, the Company has achieved industry-leading safety performance. Over the last four years, the Company’s average total recordable incident rate was 2.35 and returned in time to be voted at the Annual Meeting, the shares represented thereby will be votedits average days away rate was 0.51, calculated in accordance with the instructions marked thereon.Executed but unmarked proxies will be voted in accordance with the recommendationsOccupational Safety and Health Administration’s (“OSHA”) record keeping requirements.

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The Company’s recordable incident and days away rates are significantly lower than comparable industry averages. Industry average rates are recorded to OSHA per 100 full-time workers for SIC code 33121 (Iron and steel pipe and tube manufacturing from purchased steel). 2022 industry rates are not yet available as of the Boarddate of Directors.this Proxy.

Shareholders who execute proxies retain

To align the rightCompany’s commitment to revoke them at any time prior tosafety with its incentive compensation plans, in 2023 the exerciseexecutive officers and certain members of the powers conferred thereby by filing a written noticesenior management team who have direct responsibility for the Company’s safety program will have 10% of revocation with, or by delivering a duly executed proxy bearing a later datetheir short-term incentive plan tied to the Company’s Corporate Secretary,recordable incident rate, with a target of 2.8.

DIVERSITY AND INCLUSION

Diversity and inclusion are integral to Northwest Pipe Company’s employee experience, and the Company is proud of its 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. Northwest Pipe Company 5721 SE Columbia Way, Suite 200, Vancouver, Washington 98661,values differences as strengths and believes the Company’s 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 the Company’s ACT culture.

The Company’s Affirmative Action Program (“AAP”) strives to hire, recruit, train, and promote employees without regard to race, age, religion, color, sex, national origin, physical or mental disability, marital or veteran status, sexual orientation, gender identity, or any other classification protected by attendinglaw. Northwest Pipe Company only hires employees who meet the Annual Meetingnecessary education, training, skills and/or experience requirements to perform their job, and votingwho can provide required documentation pertaining to legal eligibility and age requirements. To support these efforts, the AAP for the Company’s facilities in person. All valid, unrevoked proxies will be voted at the Annual Meeting.United States is reviewed annually by a third-party consultant, establishing annual hiring goals for women, minorities, veterans, and individuals with disabilities.

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CREATING STAKEHOLDER VALUE

DEMOGRAPHIC DATA (as of December 31, 2022)

The charts below show self-identified ethnicity and gender within three working groups of Northwest Pipe Company employees: all team members (1,172 employees U.S. only), managers (140 employees U.S. only), and executive leadership (20 employees U.S. only).

Ethnicity

Gender

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CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

OurNorthwest Pipe Company’s 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 havethe Company has 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 haveBoard. The Company has also adopted a Code of Business Conduct and Ethics, which applies to all employees, officers, and directors of the Company andCompany. It 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 ourthe 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” -“Investors” — “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.

WeThe Company has 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 ourthe Company’s personnel, of ourthe 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 ourthe Company’s accounting practices and financial internal accounting controls.

Director ElectionsDIRECTOR ELECTIONS

While directors are elected by a plurality of votes cast, ourthe Company’s 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 her resignationsubmit to the Board of Directors a letter of resignation for consideration.consideration by the Nominating and Governance Committee. The Nominating and Governance Committee shall recommend to the Board the action to be taken with respect to such offer of resignation, and the Board shall promptly determine whether to accept such resignation, and shall publicly disclose its decision and rationale.rationale within 90 days following certification of the shareholder vote.

Director IndependenceIn accordance with this policy and in connection with the 2022 Annual Meeting of Shareholders, Michael Franson tendered his resignation from the Board to the Company, conditional upon the Board accepting such resignation. The Company believes that the large number of “withhold” votes received by Mr. Franson was primarily a result of a report issued by ISS Proxy Advisory Services Committee (“ISS”) in which ISS recommended votes be “withheld” for Mr. Franson because of the lack of racial or ethnic diversity on the Board. The Board, in consideration of, among other attributes, Mr. Franson’s valuable contributions to the Board and the Company as a whole, as well as the important role he is expected to fulfill for the future of the Board of Directors, determined not to accept Mr. Franson’s resignation. The events surrounding last year’s election are discussed in greater detail in the Company’s Current Reports on Form 8‑K filed on June 23, 2022 and June 29, 2022.

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). The Board of Directors has affirmatively determined that all of the non-employeeother directors (Ms. Applebaum(Mss. Julian and Lockridge and Messrs. Declusin, Demorest,Franson, Larson, Paschal, and Larson)Roman) 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 ourthe Company’s Corporate Governance Principles.

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CORPORATE GOVERNANCE

Criteria for Director Independence

For a director to be considered independent, the director must not have any material relationships with Northwest Pipe Company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company, other than as a director or shareholder. Material relationships can include vendor, supplier, consulting, legal, banking, accounting, charitable, and family relationships, among others. The Board Leadership Structureof Directors considered all relevant facts and Risk Oversightcircumstances in making its determination of independence, including the following:

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”)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; serve as an ex-officio member of each Board committee; and ensure that information flows openly between management and the Board. 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. RichardCEO; evaluate, along with the members of the Compensation Committee, the performance of the CEO; assist the Nominating and Governance Committee in the annual self-evaluation of the Board; recommend to the Chairperson of the Board the retention of consultants, as necessary or appropriate, who report directly to the Board; advise the Chairperson of the Board as to the quality, quantity, and timeliness of information sent to the Board; consult with other members of the Board as to recommendations for Board and committee membership and chairpersons of the Board committees, and interview Board candidates; and perform such other duties as the Board may from time to time designate.

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CORPORATE GOVERNANCE

Mr. Roman, who has served as the ChairmanChairperson of ourthe Board of Directors, issince January 2013, was not “independent” within the meaning of the applicable rules of the Nasdaq Stock Market. Accordingly, in December 2010,Market until October 1, 2021 because of his previous employment with the remaining directorsCompany. Mr. Franson was appointed James Declusin as the Board’s Lead Director.Director in August 2016 while Mr. Roman was not considered “independent” within the meaning of the applicable rules of the Nasdaq Stock Market. Despite Mr. Roman now meeting the definition of “independent,” the Board has determined to retain Mr. Franson’s Lead Director designation, as a reflection of the Board’s commitment to principles of independence.

Board’s Role in Risk Oversight

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 ourits business. The Board of Directors uses its committees to assist in its risk oversight function.

While senior management has primary responsibility for managing risk, the Board of Directors has responsibility for risk oversight with specific risk areas delegated to relevant Board Committees who report on their deliberations to the Board. The Compensation Committeespecific risk areas of focus for the Board and each of its Committees are summarized below. The Board relies on senior management to keep it informed with respect to the nature of risks facing the Company and how the Company is responsible for oversightmanaging those risks.

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CORPORATE GOVERNANCE

Cyber-related Risks

The Board of Directors acknowledges the Company operates in a business environment encumbered by the increased risk associated with our compensation plans. The Nominating and Governance Committee is responsible for oversight of board processes and corporate governance-related risk.cyberattacks. The Audit Committee is responsible for oversight of our financial reporting process, financial internal controlsthe Company’s cybersecurity program and compliance activities,discusses the qualification, independencetopic quarterly. The Audit Committee is involved with the review of management’s policies and performance of our independent auditors,procedures to prevent, detect, and compliance with applicable legal and regulatory compliance requirements. The Board of Directors maintains overall responsibility for oversight of the work of its various committees by having regular reports from the chairman of each Committee with respect to the work performed by his respective Committee. In addition, discussions withextent it could become applicable in the Board aboutfuture, mitigate the effects of a discovered breach. The Audit Committee believes that the Company’s strategic plan,efforts require continuous review due to the speed in which these types of criminal behaviors evolve, and due to the inherent risk with cybersecurity, that maintaining an insurance policy is necessary to help protect the operational and financial results, capital structure, merger and acquisition related activity and other business generally include discussion of the risks associated with the matters under consideration.involved.

Board of Directors MeetingsBOARD OF DIRECTORS MEETINGS

Regular attendance at the Company’s Board of Directors meetings and the Annual Meeting is requiredexpected of each director. The Board of Directors held five meetings during 2015.2022, in addition to adopting unanimous written consents in lieu of a meeting. Each of the directors attended more than 75% of the total number of Board and applicable Committee meetings during their tenure in 2015.2022. In addition, all of the directors serving at that time attended the Company’s 20152022 Annual Meeting of Shareholders.

Board

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CORPORATE GOVERNANCE

BOARD OF DIRECTORS COMMITTEES

The Board of Directors has an Audit Committee, a Compensation Committee, an Environmental and Social Governance 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” -“Investors” — “Corporate Governance”, or by writing to the Company’s Corporate Secretary, Northwest Pipe Company, 5721 SE Columbia Way, Suite 200, Vancouver, Washington 98661.

Governance.” The table below lists the current membership of each Committee.

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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 and legal compliance, and the integrity of the financial reporting; the qualifications, independence, and performance of ourthe independent auditors; ourthe Company’s compliance with applicable legal and regulatory requirements; oversight of risk management practices, including data protection and cybersecurity; and the maintenance of open and private, if necessary, communication among the independent auditors, management, legal counsel, and the Board. The Audit Committee met 11eight times in 2015.2022. Each member of the Audit Committee is “independent” as defined by applicable U.S. Securities and Exchange Commission (“SEC”) and Nasdaq Stock Market rules. The Board of Directors has determined that Messrs. Demorest and Larson and Ms. Applebaum each member of the Audit Committee qualifies as an “audit committee financial expert” as defined by the rules of the SEC.

As a result of the resignation of Mr. Yearsley from the Company’s Board of Directors and its Audit Committee in February 2022, the Company was not in compliance with Nasdaq Listing Rule 5605, which requires that the Company’s Audit Committee be comprised of at least three directors, all of whom are independent pursuant to Nasdaq Stock Market rules and applicable law. Pursuant to Nasdaq Listing Rule 5605(c)(4), the Company was entitled to a cure period to regain compliance with Nasdaq Listing Rule 5605. On April 7, 2022, the Board appointed Mr. Roman, a current independent member of the Board, to the Audit Committee. With the appointment, the Company is now in compliance with Nasdaq Listing Rule 5605.

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CORPORATE GOVERNANCE

Compensation Committee.

The Compensation Committee of the Board of Directors is responsible for the oversight and determination of executive compensation by reviewing, recommending, and approving salaries and other compensation of the Company’s executive officers, and administering the Company’s equity incentive and compensation plans, including reviewing, recommending, 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 the level and form of compensation and benefits for directors,all nonemployee directors; oversight of the Company’s human capital management matters; 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 Compensation 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 2015.2022. Each member of the Compensation Committee is “independent” as defined by applicable Nasdaq Stock Market rules.

Environmental and Social Governance Committee

In April 2022, the Board established the Environmental and Social Governance (ESG) Committee of the Board of Directors, and appointed Ms. Julian as Chairperson and Messrs. Larson and Paschal as committee members. The ESG Committee is responsible for providing oversight and support of the Company’s environmental, health, diversity, and safety compliance policies, programs, and initiatives, and its commitment to environmental, health, diversity, and safety, corporate social responsibility, social governance, sustainability, and other related public policy matters (collectively, “ESG Matters”) relevant to the Company. The ESG Committee monitors the Company’s general strategy relating to ESG Matters, the Company’s communication plans with employees, investors, and other stakeholders of the Company with respect to ESG Matters, the Company’s developments relating to, and improving its understanding of, ESG Matters, and the Company’s compliance with certain ESG Matter-related legal and regulatory requirements. The ESG Committee met three times in 2022, and its first meeting was held in June 2022. Each member of the ESG 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 fourfive times in 2015.2022. Each member of the Nominating and Governance Committee is “independent” as defined by applicable Nasdaq Stock Market rules.

Communications with DirectorsCOMMUNICATIONS 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 ChairmanChairperson of the Board, Northwest Pipe Company, 5721 SE Columbia Way,201 NE Park Plaza Drive, Suite 200,100, Vancouver, Washington 98661.98684. Communications should be sent by overnight or certified mail, return receipt requested. All communications will be submitted to the Boardintended member(s) of Directorsthe Board 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, 5721 SE Columbia Way,201 NE Park Plaza Drive, Suite 200,100, Vancouver, Washington 98661.98684. 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.

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CORPORATE GOVERNANCE

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, in accordance with the Company’s Bylaws as amended effective December 6, 2022, notice must be delivered to, or mailed to and received at, the principal executive offices of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. If the date of the annual meeting for the current year has been changed by more than thirty (30) days from the first anniversary of the preceding year’s annual meeting, then for notice by the shareholder to be timely, the notice must be received not less than 90 days nor more than 120 days prior to the day of such annual meeting or, if the first public announcement of the date of such annual meeting is less than one hundred (100) days prior to the date of such annual meeting, the tenth (10th) day following the day on which public announcement of the date of the annual meeting was first made by the Company. Prior to the Company’s most recent Bylaws amendment, notice of nominations had to be given not less than 60 days nor more than 90 days prior to the date of the meeting. In the event that the number of directors to be elected is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increase at least ten (10) days before the last day that a shareholder may deliver a notice of nomination pursuant to the foregoing provisions, then a shareholder’s notice will also be considered timely, but only with respect to any nominees for any new positions created by such increase, if it shall be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company. Any nominations for the 2024 Annual Meeting of Shareholders must be received by the Company not later than March 24, 2024.

Any nominations by shareholders must also comply with the timing, disclosure, procedural and other requirements as set forth in the Company’s Bylaws, as well as any other requirements set forth in Exchange Act Rule 14a‑19, including that the nominating shareholder actually solicit holders of shares representing at least 67% of the voting power of the shares entitled to vote in the Company’s election of directors. A shareholder’s notice of nomination must set forth certain information specified in the Company’s Bylaws concerning each person the shareholder proposes to nominate for election and the nominating shareholder and the shareholder and its nominee must undertake to provide supplemental information, agreements and questionnaires, as described in greater details in the Company’s Bylaws. The Company’s Bylaws, as amended effective December 6, 2022, expanded these notice and information requirements.

AUDIT COMMITTEE REPORT

The Audit Committee reports to and acts on behalf of the Board of Directors and is comprised solely of directors who satisfy the independence, financial literacy, and other requirements set forth in the listing rules of the Nasdaq Stock Market and applicable securities laws. In addition, each member of the Audit Committee qualifies as an “audit committee financial expert” as defined by the rules of the SEC.

The Audit Committee operates under a written charter, approved and adopted by the Board of Directors, which sets forth its duties and responsibilities. This charter, which is available in full on the Company’s website at www.nwpipe.com under “Investors” — “Corporate Governance”, is reviewed annually and updated, as appropriate, to address changes in regulatory requirements, authoritative guidance, evolving oversight practices, and investor feedback.

The Audit Committee’s primary duties and responsibilities are the oversight and monitoring of:

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CORPORATE GOVERNANCE

Management is responsible for preparing the Company’s financial statements and maintaining effective internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s financial statements in accordance with applicable auditing standards and issuing a report thereon, and for performing an independent audit of the effectiveness of the Company’s internal controls over financial reporting. In this context, the Audit Committee performed the following:

Based on the reviews and discussions described in this report, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2022 for filing with the SEC.

The Audit Committee’s responsibilities also include monitoring the qualifications, independence, and performance of the Company’s independent auditors. In reviewing the auditor’s performance, the Audit Committee considers the quality and efficiency of the services provided by the audit team, and reviews and discusses the auditor’s most recent PCAOB inspection report and its system of quality control. The Committee also reviews and discusses proposed staffing levels and the selection of the lead engagement partner from the independent registered public accounting firm. Further, the Audit Committee recognizes the importance of maintaining the independence of the Company’s auditor, both in fact and in appearance. For 2022, the Audit Committee received and reviewed the written disclosures and letter provided by Moss Adams as required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and the Audit Committee discussed with the independent accountants that firm’s independence. The Audit Committee concurs with Moss Adams’ conclusion that they are independent from the Company and its management.

Respectfully submitted by the Audit Committee of the Board of Directors.

AUDIT COMMITTEE

Keith Larson, Chairperson

Michael Franson

Richard Roman

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PROPOSAL #1: ELECTION OF DIRECTORS

PROPOSAL #1: ELECTION OF DIRECTORS

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

At the Annual Meeting, three directors will be elected, one to serve for a two-year term and two to serve for a three-year 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 a director. However, if the person nominated by the Board fails 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 may recommend.

The Company’s Articles of Incorporation and Bylaws 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 is currently fixed at seven directors. Under the Company’s Articles of Incorporation and Bylaws, the Company’s directors are divided into three 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. The term of a director elected by the Board to fill a vacancy expires at the next annual shareholders’ meeting. As such, the term of Ms. Lockridge, who was appointed by the Board in February 2023, expires at the 2023 Annual Meeting. Ms. Lockridge has been nominated for a two-year term in order to make the classes more equal in number. There is no cumulative voting for election of directors.

The Nominating and Governance Committee has responsibility for identifying director nominees who collectively have the complementary experience, qualifications, skills, and attributes to guide the Company and function effectively as a Board. The Nominating and Governance Committee believes that the nominees presented in this proxy have the key personal attributes that are important to an effective Board of Directors: integrity, candor, analytical skills, willingness to engage management and each other in a constructive and collaborative fashion, and ability and commitment to devote significant time and energy to serve on the Board and its committees. The Company considers the following specific experiences, qualifications, and skills to be critical in light of its strategic priorities, business objectives, operations, and structure.

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PROPOSAL #1: ELECTION OF DIRECTORS

DIRECTOR SKILLS AND QUALIFICATIONS

STRATEGIC SKILLS

Industries, End Markets, and Growth Areas. Experience in industries, end markets, and growth areas that the Company serves enables a better understanding of the issues facing these businesses.

Manufacturing Experience. Growing sales outside of the engineered steel pressure pipe water transmission market, particularly in the precast concrete and engineered solutions market, is one of the Company’s long-term growth strategies. Hence, exposure to manufacturing economies is an important qualification for Company directors.

Regulated Industries/Government Experience. The Company’s customers and project stakeholders are subject to a broad array of government regulations, and demand for products and services can be impacted by changes in law or regulation in areas such as safety, environmental, and energy efficiency. It is important to have directors with experience in government and regulated industries that provide insight and perspective in working constructively and proactively with governments and municipalities.

Innovation and Technology. The Company strives to lead the industry in water transmission and infrastructure innovation. Expertise in physical product development, testing, and introduction is critical to continuing new growth paths for the Company’s business.

Human Capital. The Company is committed to developing its human capital, including culture, health and safety, and diversity and inclusion. Experience managing a large workforce brings understanding to the oversight of one of the Company’s key resources.

Marketing. Driving growth in existing and new markets is critical for Company growth. The Company’s directors who have that expertise and a much-desired perspective in marketing will aid in delivery of the Company’s products and services.

CORE COMPETENCIES

Senior Leadership Experience. Experience serving as CEO or a senior executive as well as hands-on leadership experience in core management areas – such as strategic and operational planning, financial reporting, compliance, risk management, and leadership development – provide a practical understanding of complex organizations.

Risk Management. In light of the Board of Directors’ role in risk, the Company seeks directors who can help identify, manage, and mitigate key risks, including cybersecurity, regulatory compliance, competition, brand integrity, human capital, climate change, and intellectual property.

Financial Expertise. The Company believes an understanding of finance and financial reporting processes is important for its directors to enable them to monitor and assess the Company’s operating and strategic performance and to ensure accurate financial reporting and robust controls. Northwest Pipe Company seeks directors with background and experience in capital markets, corporate finance, mergers and acquisitions, accounting, and financial reporting.

Cybersecurity. Experience in cybersecurity, intelligence, and data protection, including U.S. cybersecurity policy and the U.S. Government’s cybersecurity efforts and cybersecurity threats, contribute to the Board’s oversight of cybersecurity risks.

Public Company Board Experience. Service on the boards and board committees of other public companies provides an understanding of corporate governance practices and trends and insights into board management, relations between the board, the CEO, and senior management, agenda setting, and succession planning.

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PROPOSAL #1: ELECTION OF DIRECTORS

BOARD SKILLSET MATRIX

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	Age	Director Since	Expiration of Current Term	Expiration of Nominated Term
Irma Lockridge	50	2023	2023	2025
Scott Montross	58	2013	2023	2026
John Paschal	64	2019	2023	2026
Continuing Directors
Michael Franson	68	2016	2025
Amanda Julian	47	2020	2024
Keith Larson	65	2007	2024
Richard Roman	71	2003	2024

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PROPOSAL #1: ELECTION OF DIRECTORS

NOMINEES FOR DIRECTOR

IRMA LOCKRIDGE

Years of Service: 0 Age: 50 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 diversity, equity, and inclusion
			•	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 is currently the Chief People and Systems Officer at CoorsTek, a global engineered ceramics manufacturer. 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.

SCOTT MONTROSS

Years of Service: 10 Age: 58 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.

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PROPOSAL #1: ELECTION OF DIRECTORS

JOHN PASCHAL

Years of Service: 4 Age: 64 Committees: • Compensation Committee • Environmental and Social Governance Committee • Nominating and Governance Committee - Chair 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.

CONTINUING DIRECTORS

MICHAEL FRANSON

Years of Service: 18 Age: 68 Committees: • Audit Committee • Compensation Committee - Chair 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
			•	Information technology and cyber expertise
			•	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:
		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.
		Education:
		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.

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PROPOSAL #1: ELECTION OF DIRECTORS

AMANDA JULIAN, PHD, MA

Years of Service: 3 Age: 47 Committees: • Environmental and Social Governance Committee - Chair • 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 is a senior partner of NeoPsy Systems, a firm specializing in management and organizational psychology. Ms. Julian has over 19 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.

KEITH LARSON

Years of Service: 16 Age: 65 Committees: • Audit Committee - Chair • Compensation Committee • Environmental and Social Governance Committee Independent: Yes Other directorships: Rogers Corporation (NYSE:ROG)		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 is on the board of directors of Rogers Corporation, a publicly-held company, 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 in April 2019, where he was a voting member of the investment committee and managed the Financial Investments Portfolio. Mr. Larson served as a Managing Director of Intel Capital from 2004 to 2018, managing a team of investment professionals focused on identifying, making, and managing strategic investments in the manufacturing, memory and programmable solutions, and Sports and Bioinformatics vertical sectors. 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 of various Oregon State agencies and funds.
		Education:
		Mr. Larson attended UCLA and holds a BS in Business Administration, Accounting (Cum Laude) from the University of Southern California.

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PROPOSAL #1: ELECTION OF DIRECTORS

RICHARD ROMAN

Years of Service: 20 Age: 71 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 a MBA from the University of Chicago.

BOARD COMPOSITION

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. 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 theirits discretion.

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PROPOSAL #1: ELECTION OF DIRECTORS

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, two directors will be elected for three-year terms. 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 electionin addition to diversity of personal characteristics and will serve if elected as directors. However, if anyexperiences, diversity of the persons nominated byservice tenures on the Board of Directors failalso facilitates effective Board oversight. Directors with many years of service to standNorthwest Pipe Company provide the Board with a deep knowledge of the Company, while newer directors lend fresh perspectives.

Board Diversity Matrix

As of April 27, 2023

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