UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☒                            Filed by a Party other than the Registrant☐

Check the appropriate box:

NORTHWEST PIPE COMPANY

(Name of Registrant as Specified in Its Charter) 

Payment of Filing Fee (Check the appropriate box):

April 18, 201617, 2017

Dear Fellow Shareholder:

You are cordially invited to attend the 20162017 Annual Meeting of Shareholders. We will hold our meeting on Thursday, June 2, 2016,1, 2017, at 8:00 a.m. Pacific Time at the Hilton Vancouver Hotel,Heathman Lodge located at 301 West 6^th Street,7801 NE Greenwood Drive, Vancouver, Washington.

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

I, along with my fellow Board members, wish to recognize James Declusin for his six years of dedicated service on the Board, which was greatly appreciated. Mr. Declusin passed away in 2016.

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

		Sincerely,
		Scott Montross
		President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Northwest Pipe Company:

The 20162017 Annual Meeting of Shareholders (the “Annual Meeting”) of Northwest Pipe Company (the “Company”) will be held on Thursday, June 2, 2016,1, 2017, at 8:00 a.m. Pacific Time at the Hilton Vancouver Hotel,Heathman Lodge located at 301 West 6^th Street,7801 NE Greenwood Drive, Vancouver, Washington. The purposes of the Annual Meeting will be:

Only shareholders of record at the close of business on April 15, 201613, 2017 are entitled to receive notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the Meeting.

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

We are enclosing a copy of the 20152016 Annual Report to Shareholders with this Notice and Proxy Statement.

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

Vancouver, Washington

April 17, 2017

PROXY STATEMENT FOR THE

20162017 ANNUAL MEETING OF SHAREHOLDERS OF

NORTHWEST PIPE COMPANY

TABLEOF CONTENTS

NORTHWEST PIPE COMPANY

5721 SE Columbia Way, Suite 200

Vancouver, Washington 98661

(360) 397-6250

PROXY STATEMENT FOR

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 2, 2016

INTRODUCTION1, 2017

INTRODUCTION

This Proxy Statement and the accompanying 2015Annual Report on Form 10-K and Amendment No. 1 on Form 10-K/A for the year ended December 31, 2016 (as so amended, “2016 Annual Report to ShareholdersShareholders”), as filed with the U.S. Securities and Exchange Commission (the “SEC”) are being furnished to the shareholders of Northwest Pipe Company, an Oregon corporation (the “Company”), as part of the solicitation of proxies by the Company’s Board of Directors (the “Board of Directors”) for use at the Company’s annual meeting of shareholders (the “Annual Meeting”) to be held on Thursday, June 2, 20161, 2017 at 8:00 a.m. Pacific Time at the Hilton Vancouver Hotel,Heathman Lodge located at 301 West 6^th Street,7801 NE Greenwood Drive, Vancouver, Washington.

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

This Proxy Statement, together with the enclosed proxy card and the 20152016 Annual Report to Shareholders, are first being mailed to shareholders of the Company on or about April 29, 2016.28, 2017.

The Board of Directors has fixed the close of business on April 15, 201613, 2017 as the record date for the determination of the shareholders entitled to notice of and to vote at the Annual Meeting. Accordingly, only holders of record of shares of Common Stock at the close of business on such date will be entitled to vote at the Annual Meeting, with each such share entitling its owner to one vote on all matters properly presented at the Annual Meeting. On the record date, there were 9,573,3719,604,811 shares of Common Stock then outstanding, with each share of Common Stock being entitled to one vote.

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

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

CORPORATEGOVERNANCE

Our Board of Directors and management have committed themselves to establishing a strong corporate governance environment and to adopting the best practices to meet the needs and goals of the Company. As part of that commitment, we have adopted Corporate Governance Principles, which cover such topics as qualifications and independence of Board members, the selection, orientation and continuing education of Board members, as well as other topics designed to promote effective governance by the Board of Directors. We have also adopted a Code of Business Conduct and Ethics, which applies to all employees, officers and directors of the Company and sets forth guidance to help in recognizing and dealing with ethical issues, to provide mechanisms for reporting unethical conduct, and to promote a culture of honesty and accountability, and a Code of Ethics for Senior Financial Officers, which applies to our senior financial officers and sets forth guidance to deter wrongdoing, and promote honest and ethical conduct and to promote a culture of integrity and fairness. Copies of our Corporate Governance Principles, Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers are available on the Company’s website atwww.nwpipe.com under “Investor Relations” - “Corporate Governance”, or by writing to the Company’s Corporate Secretary, Northwest Pipe Company, 5721 SE Columbia Way, Suite 200, Vancouver, Washington 98661.

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

DirectorElections

While directors are elected by a plurality of votes cast, our Corporate Governance Principles include a director resignation policy, requiring a director who receives more votes “withheld” than in favor of election in an uncontested election to tender an offer of his or her resignation to the Board for consideration. 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.

DirectorIndependence

The current Board of Directors consists of six directors, two of whom are currently employed by the Company (Messrs. Montross and Roman). The Board of Directors has affirmatively determined that all of the non-employee directors (Ms. Applebaum and Messrs. Declusin, Demorest, Franson and Larson) are “independent” in accordance with the standards of the Nasdaq Stock Market and as defined by the director independence guidelines included in our Corporate Governance Principles.

BoardLeadership 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 Chairman of the Board and Chief Executive Officer (“CEO”) are held by the same person or if the Chairman of the Board is not an independent director. The responsibilities of the Chairman 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; 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. Richard Roman, the Chairman of our Board of Directors, is not “independent” within the meaning of the applicable rules of the Nasdaq Stock Market. Accordingly, in December 2010, the remaining directors appointed James Declusin as the Board’s Lead Director, who served until his death in June 2016. In August 2016, Michael Franson was elected to the Board of Directors and appointed as the Board’s Lead Director.

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

Boardof Directors Meetings

Regular attendance at the Board meetings and the Annual Meeting is required of each director. The Board of Directors held fivenine meetings during 2015.2016. Each of the directors attended more than 75% of the total number of Board and applicable Committee meetings during his or her tenure in 2015.2016. In addition, all of the directors, with the exception of James Declusin, attended the Company’s 20152016 Annual Meeting of Shareholders.

Boardof Directors Committees

The Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Each of the Committees consists of independent directors and each of the Committees has adopted a written charter which is available on the Company’s website atwww.nwpipe.comunder “Investor Relations” - “Corporate Governance”,Governance,” or by writing to the Company’s Corporate Secretary, Northwest Pipe Company, 5721 SE Columbia Way, Suite 200, Vancouver, Washington 98661.

The table below lists the current membership of each Committee.

____________

AuditCommittee.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 financial reporting; the qualifications, independence and performance of our independent auditors; our compliance with applicable legal and regulatory requirements; and the maintenance of open and private, if necessary, communication among the independent auditors, management, legal counsel and the Board. The Audit Committee met 11seven times in 2015.2016. Each member of the Audit Committee is “independent” as defined by applicable U.S. Securities and Exchange Commission (“SEC”)SEC and Nasdaq Stock Market rules. The Board of Directors has determined that Messrs. Demorest and Larson and Ms. Applebaum each qualifies as an “audit committee financial expert” as defined by the rules of the SEC.

CompensationCommittee.The Compensation Committee of the Board of Directors is responsible for the oversight and determination of executive compensation by reviewing and approving salaries and other compensation of the Company’s executive officers, and administering the Company’s equity incentive and compensation plans, including reviewing and approving stock option and other equity incentive and compensation awards to executive officers. In addition, the Compensation Committee is responsible for recommending to the Board the level and form of compensation and benefits for directors, and reviewing, recommending and taking action upon any other compensation practices or policies of the Company as the Board 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 six times in 2015.2016. Each member of the Compensation Committee is “independent” as defined by applicable Nasdaq Stock Market rules.

Nominatingand 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 nominees for election as directors. The Nominating and Governance Committee met four times in 2015.2016. Each member of the Nominating and Governance Committee is “independent” as defined by applicable Nasdaq Stock Market rules.

Communicationswith Directors

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

Nominationsby Shareholders In identifying qualified candidates for the Board of Directors, the Nominating and Governance Committee will consider recommendations by shareholders. Shareholder recommendations as to candidates for election to the Board of Directors may be submitted to the Company’s Corporate Secretary, Northwest Pipe Company, 5721 SE Columbia Way, Suite 200, Vancouver, Washington 98661. The Nominating and Governance Committee will evaluate potential nominees, including candidates recommended by shareholders, by reviewing qualifications, considering references and reviewing and considering such other information as the members of the Nominating and Governance Committee deem relevant. The Company’s Corporate Governance Principles specify that the criteria used by the Nominating and Governance Committee in the selection, review and evaluation of possible candidates for vacancies on the Board 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 their discretion.

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

(ProposalNo. 1)

At the Annual Meeting, twothree directors will be elected, two to serve for three-year terms.terms and one to serve for a two-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 directors. However, if any of the persons nominated by the Board of Directors fail to stand for election or is unable to accept election, the proxies will be voted for the election of such other person as the Board of Directors may recommend.

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

Informationas to Nominees and Continuing Directors

The following table sets forth the names of and certain information about the Board of Directors’ nominees for election as a director and those directors who will continue to serve after the Annual Meeting.

Nomineesfor Director

James DeclusinMichelle Applebaum has been a director of the Company since September 2014. Ms. Applebaum is currently a trustee at Lake Forest College in Chicago, a Senior Advisor to Republic Partners, an industrial investment banking boutique in Chicago and an NACD Leadership and Governance Fellow. From 2003 to 2014, Ms. Applebaum built one of the first and most successful “independent” equity research advisory boutiques. From 1981 to 2003, Ms. Applebaum was an analyst with Salomon Brothers and became ranked number one in steel equity analysis in 1988 and was promoted to Managing Director in 1994. While at Salomon Brothers, Ms. Applebaum was part of a team that built and ran the firm’s steel investment banking practice, which was a top advisor to the sector for nearly a decade. Currently, she is a member of our Audit Committee and Nominating and Governance Committee. Ms. Applebaum brings to the Board her relevant industry experience and insight, as well as her extensive financial expertise.

Michael Fransonhas been a director of the Company since August 2010.2016. In July 2016, Mr. Declusin servedFranson retired from KPMG Corporate Finance LLC as Managing Director and Global Head of Technology M&A. 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 CEOacquisitions, raising private capital and 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 Evraz Inc. NA until February 2010 and as President and CEO of Oregon Steel Mills, Inc. from August 2003 until Oregon Steel Mills was acquired by Evraz Group SA in January 2007. HeKeyBanc Capital Markets. Mr. Franson had previously served as a directormember of Oregon Steel Millsour Board of Directors from 2001 until 2005 and subsequently, Evraz Inc. NAagain from 20002007 until 2010. Mr. Declusin spent 16 years with California Steel Industries, most recently serving as Senior Executive Vice President and Chief Operating Officer, retiring in October 2000. Prior to that time, he spent 17 years in various management positions in the commercial area of Kaiser Steel Corporation.2014. Currently, he is the Board’s Lead Director, Chairman of our Nominating and Governance Committee and a member of our Compensation Committee. Mr. DeclusinFranson brings to the Board over 40 yearshis background and expertise in investment banking, including substantial experience in financial analysis and financial advisory services, merger and acquisition transactions and a wide variety of capital raising and financing transactions.

Scott Montross has been a director of the Company since January 1, 2013. Mr. Montross has served as our President and CEO since January 1, 2013, and as our Chief Operating Officer from May 2011 until December 2012. Previously he served as Executive Vice President, Flat Products Group of EVRAZ Inc. NA from March 2010 through April 2011. Mr. Montross served as Vice President, General Manager, EVRAZ Inc. NA from February 2007 through February 2010. Prior to his General Manager role, Mr. Montross served as Vice President of Marketing and Sales at Oregon Steel Mills, Inc. from June 2003 through February 2007. From 2002 to 2003, Mr. Montross was a Vice President of Marketing and Sales for National Steel Corporation. Mr. Montross brings to the Board his extensive commercial and operational experience in the steel industry, including, most recently, as president and chief executive officer of a large publicly-held steel manufacturing company.industry.

ContinuingDirectors

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

Continuing Directors

Michelle Applebaum has been a director

Keith Larson has been a director of the Company since May 2007. Mr. Larson is a Vice President of Intel Corporation and Managing Director of Intel Capital, Intel Corporation’s strategic investment group. Mr. Larson was appointed Vice President in 2006 and has served as a Managing Director of Intel Capital since 2004, managing a team of investment professionals focused on identifying, making, and managing strategic investments in the manufacturing, wearables, programmable solutions, and Intel Labs sectors, as well as the Japan region. Mr. Larson has previously managed Latin America, Taiwan and Korea regions for Intel Capital, and for approximately three months in 2004, Mr. Larson managed the Western Europe and Israel investment team of Intel Capital. From 1999 to 2003, Mr. Larson was a Sector Director managing teams of investment professionals investing in communications, networking, and data storage sectors. Mr. Larson also currently serves on the board of regents of a university, and formerly served on one state government council, which oversaw approximately $80 billion in investments of various Oregon State agencies and funds such as the Oregon Public Employees Retirement Fund. Currently, he is the Chairman of our Compensation Committee and a member of our Audit Committee. Mr. Larson brings to the Board his experience as a senior executive in corporate development in a large multinational public company as well as his experience in corporate governance.

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

Richard Romanhas been a director of the Company since 2003. Effective January 1, 2013, Mr. Roman became the Chairman of the Board of Directors. Mr. Roman has also served as our CEO from March 2010 until December 2012, and as President from October 2010 until December 2012. Previously, Mr. Roman was the President of Columbia Ventures Corporation, a private investment company which historically has focused principally on the international metals and telecommunications industries. Prior to joining Columbia Ventures Corporation in 1992, Mr. Roman was a partner at Coopers & Lybrand, an independent public accounting firm. Mr. Roman also serves on the Board of Directors of one privately held manufacturing company. Mr. Roman brings to the Company his knowledge and experience as a partner at a large national independent public accounting firm as well as his more recent management experience as an executive officer of a private investment company.

EXECUTIVECOMPENSATION

CompensationDiscussion and Analysis

This compensation discussion and analysis provides information about our compensation program for our 20152016 Named Executive Officers:

Further information about each of our executive officers is available in Part III – Item 1010. “Directors, Executive Officers and Corporate Governance” of our 20152016 Annual Report on Form 10-K.

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

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

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

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

Processfor Setting Executive Compensation. The Compensation Committee annually reviews and approves compensation levels and pay mix for our executives.

AdvisoryVote on Executive Compensation.Each year the Compensation Committee submits to shareholders an advisory resolution on executive compensation, and carefully considers the voting results of this proposal, though the final vote is advisory in nature and therefore not binding on the Company. Our shareholders expressed strong support for our executive compensation program in the advisory vote at our 20152016 Annual Meeting of Shareholders. Based upon these results, the Compensation Committee has determined to follow the shareholders’ recommendation by continuing our present compensation policies and practices.

Elementsof Compensation.For the year ended December 31, 2015,2016, the principal targeted components of compensation for executive officers were:

The target weighting of each of the components of compensation for the CEO and other Named Executive Officers was as follows for the year ended December 31, 2015:2016:

RealizedPay vs. Reported Pay. In the following table, Reported Pay is compensation reflected in the Summary of Cash and Certain Other Compensation table on page 17.16. Realized Pay is compensation actually received by the Named Executive Officer during the year, including salary, performance-based and discretionary cash incentive compensation, market values at vesting of previously granted RSUs and PSAs and All Other Compensation amounts received during the year. Realized Pay was greaterless than Reported Pay in 20152016 for all Named Executive Officers, otheras the value of the equity awards received by the Named Executive Officers was less than Ms. Taylor due to the fact that no Long-Term Equity Incentive Awards were issued in 2015, yet certain Long-Term Equity Incentive Awards issued in prior years vested in 2015.grant date fair value of awards granted.

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

Base salary is reflected in the ‘Salary’ column in the Summary of Cash and Certain Other Compensation table on page 17.16.

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

The performance measure for 2015 forFor 2016, no performance-based incentive compensation was awarded to the Named Executive Officers was Adjusted Income before Income Taxes, for which the Compensation Committee establishedexecutive officers, as a target level of $30.0 million. Adjusted Income before Income Taxes is calculated by adjusting our income before income taxes as reported in our audited financial statements for certain events that occur during the year, such as the acquisitions of businesses, the sales of significant capital assets, or other extraordinary or unusual developments. For 2015, Adjusted Income before Income Taxes excludes the impairment of our Water Transmission goodwill.

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

Performance-based cash incentive compensation, if awarded, is reflected in the ‘Non-Equity Incentive Plan Compensation’ column in the Summary of Cash and Certain Other Compensation table on page 17.16.

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

Discretionary incentive compensation, if awarded, is reflected in the ‘Bonus’ column in the Summary of Cash and Certain Other Compensation table on page 17.16. In 2016, we entered into Long Term Incentive Plan agreements with Mr. Montross, Ms. Gantt, Mr. Dana and Mr. Smith providing for cash payments payable in two equal installments in 2016 and 2017, subject to continued employment through the applicable payment date and satisfactory performance. Also in 2016, we entered into a Retention Agreement with Mr. Wilkins providing for cash payments payable in installments in 2016 and 2017, subject to eligibility requirements. There has beenwas no discretionary incentive compensation awarded in 2015 2014 or 2013.2014.

Long-TermLong-Term Equity Incentive Awards. We provide long-term equity incentive awards to executive officers and certain designated key employees. The long-term equity incentive awards are designed to ensure that our executive officers and key employees have a continuing stake in our long-term success. In addition, the awards emphasize pay-for-performance. Terms and conditions of the awards are determined on an annual basis by the Compensation Committee. Due to continuing challenging economic conditions, no Long-Term Equity Incentive Awards were granted in 2015.

When granted, RSUs are service-based and entitle the holder to receive Common Stock at the end of the vesting period (generally over approximatelyperiods ranging from one and a half to three years), subject to continued employment. RSUs are designed to attract and retain executive officers and others by providing them with the benefits associated with the increase in the value of the Common Stock during the vesting period, while incentivizing them to remain with us long-term.

When granted, PSAs are service-based awards with a market-based vesting condition. PSAs serve several purposes. They have value to the holder only if the goals are achieved during their performance measurement period and they serve as a retention tool because the performance measurement periods generally extend over approximately three years. Additionally, the holders benefit further if they are successful in increasing the value of our Common Stock. PriorWhen PSAs wereare granted, withthey include a market-based vesting condition that entitles the holder to receive between zero and two hundred percent of the target award, based on our Total Shareholder Return compared to our PSA peer group. The following scale shows the adjustment to the number of PSAs that may be awarded following the measurement period:

Payouts for performance between the rankings will be interpolated on a straight linestraight-line basis.

Long-term equity incentive awards are reflected in the ‘Stock Awards’ column in the Summary of Cash and Certain Other Compensation table on page 17.16. These amounts represent the target value of the award issued, but not what was actually received by the Named Executive Officer. Over the 2012 – 2014 performance period corresponding with our 2012 performance grants, when the award vested in 2015 our Total Shareholder Return was 26%, resulting in a ranking in the 36% percentile, and a payout of 59% of the target award.

RetirementBenefits. In order to provide competitive total compensation,Until the plan was frozen in 2016, we offeroffered our executive officers and certain designated key employees a nonqualified retirement savings plan (the “Deferred Compensation Plan”), which providesprovided executive officers and others with the opportunity to defer salary and bonus compensation for a period of years or until termination of employment. Executive officers who deferdeferred salary or bonus under the Deferred Compensation Plan are credited with market-based returns. We may make a discretionaryDiscretionary matching contributioncontributions were made based on deferrals made by each participant. In addition, we will makemade a contribution based on a target benefit projected for each participant. The target benefit projected iswas 1% of base salary in the year before attaining normal retirement age per year of employment (up to 35 years) with us. For 2015, Company contributions to the Deferred Compensation Plan accounted for between zero and eleven percent of the total compensation for each of the Named Executive Officers.

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

Retirement benefits are reflected in the ‘All Other Compensation’ column in the Summary of Cash and Certain Other Compensation table on page 17.16.

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

Perquisites and other personal benefits are reflected in the ‘All Other Compensation’ column in the Summary of Cash and Certain Other Compensation table on page 17.16.

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

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

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

Summaryof Cash and Certain Other Compensation

The following table reflects compensation earned by our CEO, our CFO, and each of the three other most highly compensated executive officers, for the years ended December 31, 2016, 2015 2014 and 20132014 (the “Named Executive Officers”).

Summary Compensation Table

___

2015 2016Grants of Plan-Based Awards

Plan-based awards granted in 2016 represent RSUs granted under the long-term equity incentive plan. The methodology applied in determining these awards and how they are earned is discussed under “Long-Term Equity Incentive Awards” above.

 OutstandingEquity Awards at 20152016 Fiscal Year End

The following table sets forth, for each of the Named Executive Officers, the equity awards made to each such Named Executive Officer that were outstanding atas of December 31, 2015. 2016.

___

2015 2016Option Exercises and Stock VestingVested

The following table sets forth, for each Named Executive Officer, the number of shares acquired upon option exercises and vesting of stock awards during 2015,2016 and the related value realized upon such exercises and vesting.

___

2015 2016Nonqualified Deferred Compensation

The following table sets forth, for each Named Executive Officer under our Deferred Compensation Plan, which was frozen in 2016, the amounts of the contributions made by each executive, the contributions made by us, the earnings generated by the investments within the Plan, and the balance of each Named Executive Officer’s account under the Deferred Compensation Plan for the year ended December 31, 2015.2016.

__

EmploymentAgreements

We have not entered into any employment agreements with our Named Executive Officers.

Changein Control Agreements

We have entered into change in control agreements (the “Agreements”) with certain of our executive officers. The Agreements for each of the Named Executive Officers is for a term ending as indicated below, provided that on each respective date and each anniversary thereafter, the term of the Agreement will be automatically extended by one year unless either party gives 90 days prior written notice that the term of an agreement shall not be so extended. If a “Change in Control” (as defined in the Agreements and described below) occurs during the term of the Agreements, the Agreements will continue in effect until two years after the Change in Control.

If an executive officer’s employment is terminated within two years after a Change in Control either by us without “Cause” (as defined in the Agreements and described below) or by the executive officer for “Good Reason” (as defined in the Agreements and described below), the executive officer will be entitled to receive his or her full base salary through the date of termination and any benefits or awards (both cash and stock) that have been earned or are payable through the date of termination plus (i) a lump sum payment equal to two years’ base salary (three years’ base salary in the case of Mr. Montross and one year’s base salary in the case of Ms. Taylor)Mr. Wilkins) and (ii) an amount equal to two times the average cash bonuses paid to the executive officer during the previous three years (one(three times the average cash bonuses during the previous three years in the case of Ms. Taylor)Mr. Montross and one times the average cash bonuses during the previous three years in the case of Mr. Wilkins). In addition, the executive officer would be entitled to the continuation of health and insurance benefits for certain periods and all outstanding unvested stock optionsequity compensation awards would immediately become fully vested. In the event that the payments made to an executive officer would be deemed to be a “parachute payment” under the Internal Revenue Code of 1986, an executive officer may choose to accept payment of a reduced amount that would not be deemed to be a “parachute payment.” If the payment made to an executive officer is deemed to be a “parachute payment”, the executive officer is responsible for the payment of any resulting taxes.

If an executive officer’s employment is terminated within two years after a Change in Control either by us for Cause or as a result of the executive officer’s disability or death, the executive officer will be entitled to receive his or her full base salary through the date of termination plus any benefits or awards (both cash and stock) that have been earned or are payable through the date of termination.

For purposes of the Agreements, a “Change in Control” includes (i) any merger or consolidation transaction in which we are notinvolving the surviving corporation,Company, unless our shareholders immediately before such transaction have more than 50% of the same proportionate ownershipcombined voting power of common stockthe outstanding voting securities of the surviving corporation inimmediately after the transaction, (ii) the acquisition by any person of 3020 percent or more of our total combined voting power, (iii) the liquidation or the sale or other transfer of substantially all of our assets, and (iv) a change in the composition of the Board of Directors during any two-year period such that the directors in office at the beginning of the period and/or their successors who were elected by or on the recommendation of two-thirds of the directors in office at the beginning of the period do not constitute at least a majority of the Board of Directors. For purposes of the Agreements, “Good Reason” includes, but is not limited to, (i) an adverse change in the executive officer’s status, title, position(s) or responsibilities or the assignment to the executive of duties or responsibilities which are inconsistent with the executive officer’s status, title or position, (ii) a reduction in the executive officer’s base salary or the failure to pay compensation otherwise due to the executive officer, (iii) a requirement that the executive officer be based anywhere other than within ten25 miles of his or her job location before the Change in Control, (iv) our failure to continue any compensation or employee benefit plan or program in effect before the Change in Control or any act or omission that would adversely affect the executive officer’s continued participation in any such plan or program or materially reduce the benefits under such plan or program, and (v) our failure to require any of our successors to assume our obligations under the Agreements within 30 days after a Change in Control.Control and (vi) any material breach of the Agreement by the Company. For purposes of the Agreements, “Cause” means the willful and continued failure to satisfactorily perform the duties assigned to the executive officer within a certain period after notice of such failure is given and commission of certain illegal conduct.

SeveranceBenefits Upon Termination Without Cause

We have entered into Long Term Incentive Plan agreements with certain of our executive officers which expire on January 16, 2018. If an executive officer’s employment is terminated by the Company without cause before the final regular payroll date of 2017, the Company shall (i) pay a lump sum cash severance equal to a multiple of base salary (two years for Mr. Montross, eighteen months for Ms. Gantt, one year for Mr. Dana and Mr. Smith and six months for Mr. Wilkins) and (ii) extend health insurance coverage under COBRA for the shorter of the same number of months as cash severance is provided or the maximum COBRA period of eighteen months.

We have entered into a Retention Agreement with Mr. Wilkins which expires on December 31, 2017. If Mr. Wilkins’ employment is terminated by the Company without cause before the expiration of the Retention Agreement, the Company shall pay him any unpaid retention bonus as a lump sum cash payment.

PotentialPayments Upon Termination or Change in Control

The following table shows the potential payments to Named Executive Officers upon termination for the reasons described below. The amounts shown assume that the employment of each executive was terminated effective as of December 31, 2015. 2016.