* 2023 industry rates are not yet available as of the date of this Proxy.

To align the Company’s commitment to safety with its incentive compensation plans, in 2023 the executive officers and certain members of the senior management team who have direct responsibility for the Company’s safety program will havehad 10% of their short-term incentive plan tied to the Company’s recordable incident rate, with a target of 2.8. The 2023 recordable incident rate of 1.51 was a Company record and is indicative of the importance it places on safety. In addition, two of 13 facilities exceeded one million work hours without a lost time incident, and nine of 13 exceeded one year since their last lost time incident.

DIVERSITY AND INCLUSION

Diversity and inclusion are integral to Northwest Pipe Company’s employee experience,Company welcomes and the Company is proud of its diverse workforce. Companies that are diverseembraces differences in age, gender identity, race, sexual orientation, physical or mental ability, ethnicity, and perspective are shown to be more resilient. Northwest Pipesocio-economic status, veteran status, or any other characteristics that make employees unique. The Company values these differences as strengths and believes the Company’s successits resilience 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 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 the required documentation pertaining to legal eligibility and age requirements. To support these efforts, the AAP for the Company’s facilities in the United States is reviewed annually by a third-party consultant, establishing annual hiring goals for women, minorities, veterans, and individuals with disabilities.disabilities that are reflective of the communities in which the Company’s facilities are located.

| Notice and Proxy Statement | 2024

CREATING STAKEHOLDER VALUE

Increasing Women Representation

Northwest Pipe Company continues to support women representation at every stage of their career and at every employee base throughout the Company, from the production floor, to an engineering desk, and to a management office. In the past three years, representation of women at all levels increased 17% throughout the Company’s U.S. operation from 11.7% in 2021 to 13.7% in 2023. The Company also saw an increase of 36% of women representation in mid-level managers and senior executive roles, from 13.9% in 2021 to 18.9% in 2023.

| Notice and Proxy Statement | 2024

CREATING STAKEHOLDER VALUE

Race and Ethnicity Diversity

Northwest Pipe Company’s goal is to build a strong, skilled, diverse team. The Company’s promise is to provide an inclusive workplace where everyone, from any background, can do their best work. In the past three years, the Company has seen a steady increase in U.S. racial and ethnic minority representation.

In 2023, 51.4% of the Company’s total U.S. workforce is comprised of racial and ethnic minority representation, and signifies a 12% increase from 45.9% in 2021. Racial and ethnic minorities representation of mid-level managers and senior executive roles continues to grow, from 21.9% in 2021 to 22.8% in 2023.

At Northwest Pipe Company, investment in employee development is not just an investment in individual employees, it is an investment in the Company’s long-term success and competitiveness. In addition to the Company’s continued focus on general skill development of its employees, the Company has sharpened its focus on the development of its leadership pipeline with the creation of the ACTivate program. ACTivate included three new initiatives in 2023: a broad leadership development program held in-person at locations across the Company, a small-group program focused on pairing a handful of promising employees with members of the senior executive team for one-on-one career coaching and mentoring, and identifying individual career and growth development opportunities for key employees.

| Notice and Proxy Statement | 2024

CREATING STAKEHOLDER VALUE

 

DEMOGRAPHIC DATA (as of December 31, 2022)

Gender

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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 morea greater number of votes “withheld” from his or her election than in favor ofvotes “for” such election in an uncontested election toshall 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 theresignation. The Board shall act promptly determine whetherwith respect to accepteach such letter of resignation and shall publicly disclose its decision and rationale within 90 days following certification of the shareholder vote.

In 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 seven directors, one of whom is currently employed by the Company (Mr. Montross). The Board has affirmatively determined that all of the other directors (Mss. Julian and Lockridge and Messrs. Franson, Larson, Paschal, and 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 the Company’s Corporate Governance Principles.

| Notice and Proxy Statement | 20232024

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 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 Chairperson of the Board and CEO are held by the same person, or if the Chairperson of the Board is not an independent director.director, or if the Board otherwise determines that a lead director is appropriate. 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’shareholders meeting; assign tasks to the appropriate committees in accordance with their respective charters;committees; serve as an ex-officio member of each Board committee; and ensure that information flows openly between the 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.

| Notice and Proxy Statement | 20232024

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.

| Notice and Proxy Statement | 20232024

CORPORATE GOVERNANCE

Cyber-related Risks

The Board of Directors acknowledges the Company operates in a business environment encumbered by the increased risk of cyberattacks. The Audit Committee is responsible for oversight of the Company’s cybersecurity program and discusses the topic at least quarterly. The Audit Committee is involved with the review of management’s risk assessment process and formulation of 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 Board’s expertise in risk assessment has been further enhanced with the Audit Committee chairperson earning a certification in cybersecurity risk, providing the Company with the appropriate oversight to this evolving threat. 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 residual operational and financial risks involved.involved which are not otherwise mitigated.

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 fivesix meetings during 2022,2023, 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 2022.2023. In addition, all of the directors serving at that time attended the Company’s 20222023 Annual Meeting of Shareholders.

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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 at www.nwpipe.comunder “Investors” — “Corporate Governance.” The table below lists the current membership of each Committee.

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 2022.2023. Each member of the Audit Committee is “independent” as defined by applicable Securities and Exchange Commission (“SEC”)SEC and Nasdaq Stock Market 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 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.

| Notice and Proxy Statement | 2023

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 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; administering the Company’s Incentive Compensation Recovery Policy; 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 four times in 2022.2023, in addition to adopting unanimous written consents in lieu of a meeting. Each member of the Compensation Committee is “independent” as defined by applicable Nasdaq Stock Market rules.

| Notice and Proxy Statement | 2024

CORPORATE GOVERNANCE

Environmental and Social Governance Committee

In April 2022, the Board established theThe 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 threefour times in 2022, and its first meeting was held in June 2022.2023. 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 approvaland proposes nominees for election as directors.election. The Nominating and Governance Committee met five times in 2022.2023. Each member of the Nominating and Governance Committee is “independent” as defined by applicable Nasdaq Stock Market rules.

COMMUNICATIONS WITH DIRECTORS

Any shareholder who wants to communicate with members of the Board of Directors, individually or as a group, may do so by writing to the intended member or members of the Board, 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.

| Notice and Proxy Statement | 2023

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, 2022,14, 2023, 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 byof shareholders is more than thirty (30)30 days fromprior to, or more than 60 days after, the first anniversary of the date of the preceding year’s annual meeting, then for notice by the shareholder to be timely, thea shareholder’s notice must be received not lessearlier than 90 days nor more than 120 daysthe 120th day 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)later of (i) the 90th day prior to such annual meeting and (ii) the 10th day following the day on which such public announcementdisclosure of the date of the meeting is first made by the Company. Any nominations for the 20242025 Annual Meeting of Shareholders must be received by the Company not later than March 24, 2024.15, 2025.

| Notice and Proxy Statement | 2024

CORPORATE GOVERNANCE

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 applicable 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, 2022,14, 2023, expanded and clarified these notice and information requirements.requirements, along with certain other procedural matters.

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:

| Notice and Proxy Statement | 2023

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:

| Notice and Proxy Statement | 2024

CORPORATE GOVERNANCE

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, 20222023 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 2022,2023, 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

| Notice and Proxy Statement | 20232024

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 twoeach 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.

| Notice and Proxy Statement | 20232024

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.

| Notice and Proxy Statement | 20232024

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.

| Notice and Proxy Statement | 20232024

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Table of Contents

 

PROPOSAL #1: ELECTION OF DIRECTORS

 

NOMINEES FOR DIRECTOR

Years of Service: 4 Age: 48 Committees: • Environmental and Social Governance Committee - Chairperson • Nominating and Governance Committee Independent: Yes Other directorships: None		Specific Experience, Qualifications, Attributes, and Skills:
			•	Extensive experience with organizational development and strategic human capital
			•	Deep experience in strategic planning, communications, leadership management, and finance gained through senior leadership positions
			•	Broad experience with corporate governance issues
		Board of Director Tenure:
		Amanda Julian has been a director of the Company since July 2020.
		Business Experience:
		Ms. Julian has been a senior partner of NeoPsy Systems, a firm specializing in management and organizational psychology, since June 2001. Ms. Julian has over 20 years of experience working with investors and top-level senior executives in building great companies. Ms. Julian provides investor and management teams with an understanding of how to maximize leadership effectiveness and build value creation through long-term strategic planning. Specifically, Ms. Julian specializes in applied research to assist in executive selection, executive development, organizational assessment, and strategic planning.
		Education:
		Ms. Julian holds a PhD and MA in Industrial Psychology from Bowling Green State University and obtained her undergraduate degree from the University of Colorado Boulder.

KEITH LARSON

Years of Service:0  17 Age: 50 66 Committees: • Compensation Committee • Nominating and Governance Committee • Audit Committee - Chairperson • Compensation Committee • Environmental and Social Governance Committee Independent:Yes Other directorships: None Other directorships: Trinity Capital (NASDAQ: TRIN)		Specific Experience, Qualifications, Attributes, and Skills:
			•	Extensive management, operational, technology, networking, and cybersecurity experience in human resources, talent management, organizational design, and executive compensationas well as corporate governance for a multinational public company
			•	Strong experience in strategy development, systems, and corporate communication
			•	Deep expertiseunderstanding of public policy and global economic indicators, risk assessment, and financial administration gained through leadership positions in leadership development, succession planning, fostering corporate culture,Asia and diversity, equity, and inclusionwestern Europe
			•	Broad experienceSignificant expertise in financialmanufacturing, product design, and supply chain management information technology systems, cybersecurity, and manufacturing processes
		Board of Director Tenure:
		Irma LockridgeKeith Larson has been a director of the Company since February 2023. May 2007.
		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: Mr. Larson served on the board of directors of Rogers Corporation, a publicly-held company, from December 2020 to May 2023, and is an advisor to other privately-held companies. Mr. Larson was a Vice President of Intel Corporation and Senior Managing Director of Intel Capital, until his retirement after 22 years in April 2019. As a Managing Director of Intel Capital, Mr. Larson managed a team of investment professionals focused on identifying, making, and managing strategic investments. Mr. Larson formerly served on the board of regents of a university and on a state government council, which oversaw approximately $80 billion in investments.
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:Education:
			•	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 PresidentLarson attended UCLA 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 BABS in Liberal ArtsBusiness Administration, Accounting (Cum Laude) from Colgate University.the University of Southern California.