PROPOSAL #4: APPROVAL OF THE 2022 STOCK INCENTIVE PLAN

‘Proposal #4: Approval of the 2022 Stock Incentive Plan’ Section starts on page 47.

2022 STOCK INCENTIVE PLAN

On April 7, 2022, the Board of Directors adopted the Northwest Pipe Company 2022 Stock Incentive Plan (the “2022 Plan”), subject to shareholder approval at the Annual Meeting. The 2022 Plan, if approved, will replace the Company’s existing 2007 Stock Incentive Plan, as amended (the “2007 Plan”) and authorize the grant of future equity awards up to 1,000,000 shares.

As of April 14, 2022, there were 213,668 shares remaining available for future awards under the 2007 Plan and the Company has reserved 92,550 shares for future issuance pursuant to previously awarded but unvested restricted stock units (“RSUs”) and performance share awards (“PSAs”), with PSAs being reserved for at target. There are no options or stock appreciation rights outstanding under the 2007 Plan. Outstanding awards under the 2007 Plan are discussed further under “Outstanding Equity Awards at 2021 Fiscal Year End.” As of April 14, 2022, no new awards have been granted under the 2007 Plan since June 2021 and the Company has committed to not grant any further awards under the 2007 Plan unless the 2022 Plan is not approved by shareholders.

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

The Board of Directors unanimously recommends voting “FOR” the approval of the 2022 Stock Incentive Plan.

ADDITIONAL INFORMATION

‘Additional Information’ Section starts on page 54.

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COMPANY CULTURE

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

Ethics and Compliance

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 conducted in the fourth quarter of 2019, and the next ethics training is scheduled for 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 2022.

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2021 PERFORMANCE HIGHLIGHTS

In 2021, the Company performed with its usual level of operational vigor through the challenges of the global pandemic and economic downturn. With the pandemic, many anticipated engineered steel pressure pipe projects were put on hold or delayed, causing a slowdown in net sales and gross profit over the last two years. The sales uptick in 2021 is due mainly to completing two strategic acquisitions during the last two years. Backlog has been relatively strong over the last few years. In 2020, backlog levels staggered slightly, but saw an upturn in 2021 largely due to increases in steel input prices.

EXPANSION INTO PRECAST MARKET

Over the years, Northwest Pipe Company has implemented a growth strategy that benefits from the Company’s foothold in the water infrastructure market. Careful assessment of market activity has guided the Company through recent expansions as well as termination of certain business lines. The economic conditions of the early 2000s significantly affected the tubular products segment resulting in facility closures to redeploy capital into more compelling business lines.

Northwest Pipe Company’s growth strategy continues to diversify into a broader water market and capitalize on the unique attributes of its market position, capabilities, reputation, nationwide sales, and distribution footprint. The Company’s goal is to create transformational growth and profitability in order to drive shareholder value. This strategy is two prong. First, the Company intends to maximize the limited opportunities within the engineered steel pressure pipe water transmission business by identifying potential acquisition opportunities, while making significant progress in cost reduction measures and Lean manufacturing, the practice of maximizing productivity while simultaneously minimizing waste within manufacturing through continuous process improvement. Second, the Company is growing through expansion into adjacent market segments including precast concrete and water infrastructure. These neighboring water segments offer a much larger addressable market.

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On January 31, 2020, the Company completed the acquisition of Geneva Pipe and Precast Company (“Geneva”) (fka Geneva Pipe Company, Inc.) for a purchase price of $49.4 million in cash. Geneva is 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 capacity and a full line of precast concrete products including storm drains and 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. Operations continue with Geneva's previous management and workforce at its three Utah manufacturing facilities located in Salt Lake City, Orem, and St. George.

On October 5, 2021, the Company completed the acquisition of Park Environmental Equipment, LLC (“ParkUSA”) for a purchase price of approximately $88.4 million in cash, subject to a post-closing adjustment based on changes in net working capital. ParkUSA is a precast concrete and steel fabrication-based company that develops and manufactures water, wastewater, and environmental solutions. Operations continue with ParkUSA’s previous management and workforce at its three Texas manufacturing facilities located in San Antonio, Houston, and Dallas. This strategic acquisition provides a foothold into the water infrastructure technology market. Operations employ similar capabilities to the Company’s existing facilities and, looking forward, the Company intends to expand production of ParkUSA's products to its other facilities.

In addition to the most recent acquisition that added three manufacturing facilities in the ever-growing Texas market, the Company is solidifying its commitment to the precast market with over $18 million in new capital improvement projects at its Geneva facilities. The Company has recently invested in a new batch plant at the St. George, Utah facility; replaced a concrete mixer and controls in the Salt Lake City, Utah facility; and has negotiated terms with a major supplier to purchase a new automated reinforced concrete pipe (“RCP”) machine with associated concrete batching and mixing equipment. The new state-of-the-art pipe equipment will improve efficiency and increase capacity to meet growing market demand for RCP as well as increase production capacity for other concrete products.

Starting in 2022, the Company intends to scale ParkUSA’s success by producing some of the more popular, higher-selling products at other Company manufacturing facilities. Expansion will likely start at the Geneva facilities and roll out to other facilities. The Company also plans to expand the sales team in the Texas market to capitalize on the growth near the Dallas and San Antonio facilities.

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 to its manufacturing operations include safety, quality, innovation, lean manufacturing, and reducing its impact on the environment through all phases of its business. This unwavering commitment underlies the principle that good business, economic growth, and social responsibility flourish together.

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PRIORITIZING HEALTH AND SAFETY

Northwest Pipe Company’s goal is to send each employee home safe at the end of the day. As such, safety is at the central core of the Company’s culture, and is infused at every level of 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 compliance-driven approaches. By instilling a deep commitment to safety that reaches from the Company’s CEO to general laborers, the Company has achieved industry-leading safety performance. Over the last four years, the Company’s average total recordable incident rate was 2.48 and its average days away rate was 0.52, including its newly acquired facilities, calculated in accordance with the Occupational Safety and Health Administration’s record keeping requirements.

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Northwest Pipe Company is very proud that two of its 13 facilities exceeded one million work hours without a lost time accident. The Saginaw and Portland facilities achieved this important milestone and ten of the Company's 13 facilities exceed one year since their last lost time accident. This commendable result is a testament to the ACT culture. Additionally, the integration of the Company’s safety culture has been critical to its two successful acquisitions in the past two years, and the Company expects to experience improved safety performance rates at these acquired facilities, especially as coronavirus disease 2019 ("COVID‑19") travel restrictions are lifting and the team is able to work with these facilities in-person.

As a manufacturer, the Company works hard to eliminate hazards associated with high-risk work and focus on personal safety issues, such as complacency and fatigue. However, the Company believes the key to success is through direct engagement with employees. Employees work collaboratively with management within Process Improvement Teams to maintain continuous improvement in safety. During the COVID‑19 pandemic, the Company continues to focus on keeping employees healthy by taking proactive and precautionary steps to ensure the safety of employees. Increased safety measures include frequent cleaning and disinfection of workspaces, providing personal protective equipment, instituting social distancing measures, staggering employee schedules, offering remote working environments for certain employees, encouraging vaccination, and guiding employees on preemptive measures as outlined by the Center for Disease Control (CDC).   For more detail on the Company’s safety culture, please visit its website at www.nwpipe.com under "About" — "Culture" — "Safety."

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 well-being of its team. On top of mental health services covered by its medical insurance plans, the Company has a comprehensive Employee Assistance Program (“EAP”) in place to help 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; diversity awareness and LBGTQIA+ resources; legal assistance; financial coaching; discounted gym memberships and health 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 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 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 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.

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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 law. Northwest Pipe Company only hires 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 the Company’s United States facilities is reviewed annually by a third-party consultant, establishing annual hiring goals for women, minorities, veterans, and individuals with disabilities.

 

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INTENTIONS

As a company that values a diverse workforce, Northwest Pipe Company sets a high standard for its inclusive and equitable workplace, and it continually assesses its current standing and sets specific aspirations. The Company holds itself accountable for creating an environment where everyone can learn, grow, and thrive. Below is a summary of some of the Company’s activities that reflect these values.

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The Company manufactures products to support community developers, municipalities, utilities, commercial clients, and the military by developing resilient water systems to manage water quality, distribution, and conservation. Many solutions utilize automation to facilitate safe, efficient operations, and are designed to address emerging contaminants that may modify future regulations.

 

		Northwest Pipe Company invests in improvements that not only make manufacturing more efficient, but also prove to be less harmful to the environment. The Company has made investments in three significant capital projects that enhance the coating and lining processing that improves particulate release and reduces emissions. In addition to building expansions and upgrades, the Company has also upgraded the lighting in many of its facilities to become brighter and more energy efficient, creating cost savings on utility expenses while increasing visibility for a safer working environment.
A recent energy saving upgrade at the Portland facility not only reduces the Company’s energy output but also provides a safer work environment. Before and after photo provided by EC Electric.		As a manufacturer, the Company strives to comply with environmental laws and regulations while minimizing waste. Looking forward, Northwest Pipe Company acknowledges the need to evaluate additional elements of its environmental footprint to inform a more holistic strategy to reduce its impact.

The Company believes the key next steps include establishing baseline data for Scope 1 and Scope 2 greenhouse gas emissions and evaluating the opportunities that provide the most meaningful improvements. Northwest Pipe Company recognizes the importance of treating natural resources with the greatest respect, and recognizes that its obligation goes beyond providing the highest quality environmental infrastructure products.

WATER MANAGEMENT SOLUTIONS

The core of Northwest Pipe Company’s business is manufacturing and designing products that efficiently deliver water. Wise water management and conservation plays an integral role in strategic operations, quality management processes, and client deliverables. The Company’s tagline “A legacy grounded in water,” not only points to its core product lines in water infrastructure, but the Company’s commitment to protecting and securing one of the world’s most precious resources.

Water loss management remains critically important as the nation’s infrastructure continues to age, resulting in the loss of trillions of gallons of water each year. Northwest Pipe Company supports municipalities grappling with water or wastewater pipeline concerns or failures and offers cost-effective alternatives to full pipeline replacement.

Northwest Pipe Company manufactures steel pipe for two rehabilitation installation methods, sliplining and relining. Sliplining consists of inserting complete sections of steel cylinder into the host pipe, connecting the cylinder sections with an internal lap weld or gasket joints; whereas relining involves inserting collapsed steel cylinders into the host pipe and allowing the cylinder to expand to fit precisely inside the host line. Rehabilitation of water or wastewater pipelines offer an alternative solution to replacement of structurally deficient pipelines by traditional cut, remove, and replace methods.

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The Company continues to develop new technology to combat water loss. The InfraShield® Seismic Resilient Joint System builds on the proven performance of C200 steel pipe and provides even greater resilience and sustainability during a seismic or geohazard event.

 

The design includes a small outward projection in the wall of the steel pipe near the spigot end of each segment that protects the joint by deflecting impact from the joint to the projection, which can stretch and fold during a seismic event, landslide, or from stress due to differential settlement or liquefaction hazards. The patent-pending technology is designed to continue delivering life-saving water to first responders and communities after an event. InfraShield® requires no additional contractor training, supervision, or specialized tools, which results in quick installation with no added installation costs or risks.

 

Water Management and Efficiency

With the acquisition of ParkUSA, the Company has broadened its reach to manufacturing products that support water management, efficiency, treatment, and storage. ParkUSA products solve challenges in wastewater, stormwater, and potable water markets for both public and private clients.

The ParkUSA team designs its products to improve water sustainability in the natural and built environment. The products mainly focus on stormwater and wastewater solutions for civic and commercial buildings; utility and site work projects; and medical, military, and industrial facilities. The products often convey, pre-treat, and improve water quality before it enters back into the storm sewer and sanitary sewer systems. In stormwater applications, ParkUSA interceptors remove sediments, trash, and oil from stormwater runoff before it eventually drains into public waterways, rivers, aquifers, lakes, and oceans. Interceptors are often used in commercial applications to remove FOGS (Fats, Oils, and Grease) from commercial kitchens and food processing plants. They can also be used to remove oil from water in many industrial, automotive, medical, military or commercial facilities. These products remove excessive amounts of grease, oil, and sediment before the water returns into public water systems.

ParkUSA furnishes a suite of products designed to process and deliver water for storage and distribution, and provide reliable water metering. Water meters monitor and measure water usage, while backflow preventers protect the community and public water supply from cross-connections. A cross-connection can occur when there is a pressure drop in a water main, which causes a vacuum and can siphon water from end-users into the public water supply. ParkUSA also offers solutions for harvesting, detaining, and conveying rainwater.

ParkUSA products incorporate precast concrete, metal, plastic, and fiberglass components with integrated technology components that help clients meet the growing demands and regulatory requirements of the water, stormwater, and wastewater industries. The team continues to develop innovative yet practical applications of technology to collect, treat, and renew water to meet the demands of today and tomorrow.

Northwest Pipe Company values the importance of its role in supporting the delivery of clean, safe water while reducing public health risks and supporting water sustainability.

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CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Northwest Pipe Company’s Board of Directors and management have committed themselves to establishing a strong corporate governance environment and to adopting best practices to meet the needs and goals of the Company. As part of that commitment, the 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. The Company has also adopted a Code of Business Conduct and Ethics, which applies to all employees, officers, and directors of the Company. 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 senior financial officers and sets forth guidance to deter wrongdoing, promote honest and ethical conduct, and promote a culture of integrity and fairness. Copies of the Corporate Governance Principles, Code of Business Conduct and Ethics, and Code of Ethics for Senior Financial Officers are available on the Company’s website at www.nwpipe.com under “Investors” — “Corporate Governance,” or by writing to the Company’s Corporate Secretary, Northwest Pipe Company, 201 NE Park Plaza Drive, Suite 100, Vancouver, Washington 98684.

The 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 any of the Company’s personnel of the 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 the Company’s accounting practices and financial internal controls.

DIRECTOR ELECTIONS

While directors are elected by a plurality of votes cast, the 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 submit to the Board of Directors a letter of resignation for 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 within 90 days following certification of the shareholder vote. Since this policy was put into place in February 2013, no director has been required to submit their offer of resignation in accordance with this policy.

DIRECTOR INDEPENDENCE

The current Board of Directors consists of six directors, one of whom is currently employed by the Company (Mr. Montross). The Board has affirmatively determined that as of December 31, 2021, all of the other directors (Ms. Kulesa and Messrs. Franson, Larson, Paschal, Roman, and Yearsley) were “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 the Company’s Corporate Governance Principles. As previously announced, Mr. Yearsley resigned from the Board of Directors in February 2022.

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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 of Directors considered all relevant facts and circumstances in making its determination, 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 Chairperson of the Board and CEO are held by the same person or if the Chairperson of the Board is not an independent director. The responsibilities of the Chairperson 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 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; 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 Chairperson of the Board since January 2013, was not “independent” within the meaning of the applicable rules of the Nasdaq Stock Market until October 1, 2021 because of his previous employment with the Company. Mr. Franson was appointed as the Board’s Lead 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 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 its business. The Board 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 specific 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 managing those risks.

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CORPORATE GOVERNANCE

The Board of Directors acknowledges the increased risk of cyberattacks. The Audit Committee is responsible for oversight of the Company's cybersecurity program and discusses the topic regularly during meetings. The Audit Committee is involved with the review of management's policies and procedures to prevent, detect, and to the extent it could become applicable in the future, mitigate the effects of a discovered breach. The Audit Committee believes that the Company's 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 risks involved.

BOARD OF DIRECTORS MEETINGS

Regular attendance at the Company’s Board of Directors meetings and the Annual Meeting is expected of each director. The Board held five meetings during 2021, 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 2021. In addition, all of the directors serving at that time attended the Company’s 2021 Annual Meeting of Shareholders, with the exception of Ms. Kulesa.

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 at www.nwpipe.com under “Investors” — “Corporate Governance.”

The table below lists the current membership of each Committee.

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CORPORATE GOVERNANCE

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 the independent auditors; the 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 eight times in 2021. Each member of the Audit Committee is “independent” as defined by applicable Securities and Exchange Commission (“SEC”) and Nasdaq Stock Market (“Nasdaq”) rules. The Board has determined that 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 the rules of Nasdaq and applicable law. Pursuant to Nasdaq Listing Rule 5605(c)(4), the Company is entitled to a cure period to regain compliance with Nasdaq Listing Rule 5605, which will expire on August 10, 2022. 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.

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 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 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 Committee has sole authority to retain and terminate a compensation consultant to assist in the evaluation of executive compensation. The Compensation Committee met four times in 2021. Each member of the Compensation Committee is “independent” as defined by applicable Nasdaq Stock Market rules.

Environmental and Social Governance ("ESG") Committee

In April 2022, the Board established the Environmental and Social Governance Committee of the Board of Directors, and appointed Ms. Kulesa as Chairperson and Messrs. Larson and Paschal as committee members. The members of the ESG Committee are currently developing the committee's charter for approval by the Board, which will identify the scope of its responsibilities. It is currently anticipated that the ESG Committee will be charged with responsibilities related to the Company's environmental and social responsibilities and other related public policy matters relevant to the Company. The first meeting of the ESG Committee will be 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 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 five times in 2021. Each member of the Nominating and Governance Committee is “independent” as defined by applicable Nasdaq Stock Market rules.

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CORPORATE GOVERNANCE

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, 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 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 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 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. Under new rules recently adopted by the SEC, additional requirements must be met for such shareholder nominee to be included in the proxy card distributed to shareholders, including that such nomination be postmarked or transmitted electronically to the registrant at its principal executive office no later than 60 calendar days prior to the anniversary of the previous year's annual meeting date.