Gregg Piontek
Senior Vice President and Chief Financial Officer; Principal Accounting Officer at NPK International
Executive
About Gregg Piontek
Gregg S. Piontek, age 54, is Senior Vice President and Chief Financial Officer of NPK International Inc., serving as CFO since October 2011 and previously as Vice President, Controller and Chief Accounting Officer (joined April 2007) . His background spans senior finance roles at Stewart & Stevenson (Divisional Controller, Assistant Corporate Controller, VP & Chief Accounting Officer, 2001–2007) and earlier finance roles at General Electric, CNH Global N.V., and Deloitte & Touche LLP . Pay-for-performance signals include an 83% payout of his 2024 annual incentive (corporate plan) , a 186.5% payout on his 2021 performance cash award paid in 2024 reflecting TSR at the 85th percentile , and company TSR since 2019 rising to $122.33 on $100 invested by 2024 versus the new industrial peer index at $187.93 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stewart & Stevenson Services, Inc. / Stewart & Stevenson, LLC | Divisional Controller; Assistant Corporate Controller; VP & Chief Accounting Officer | 2001–2007 | Scaled finance leadership across divisions; controls and reporting enhancement |
| General Electric | Finance roles | Not disclosed | Operational finance experience at a global industrial firm |
| CNH Global N.V. | Finance roles | Not disclosed | Industrial/manufacturing finance exposure |
| Deloitte & Touche LLP | Finance/audit roles | Not disclosed | Foundation in audit and accounting |
Fixed Compensation
Multi‑year CFO compensation summary (reported):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 438,300 | — | 539,935 | 796,248 | 33,337 | 1,807,820 |
| 2023 | 438,300 | 500,000 | 471,227 | 714,958 | 36,120 | 2,160,605 |
| 2024 | 451,425 | — | 524,605 | 1,180,253 | 36,860 | 2,193,143 |
Key fixed comp elements:
- Base salary: $455,800 for 2024; unchanged for 2025 (effective Apr 1, 2025) .
- Target annual bonus opportunity: 75% of salary (threshold 30%, max 150%) .
- 2024 annual incentive paid: $280,888 (83% of target) .
- Perquisites (2024): car allowance $15,600; life insurance $4,010; 401(k) match $17,250; total other comp $36,860 .
Performance Compensation
2024 Annual Incentive Plan – Corporate (CFO participates in corporate plan)
| Metric | Weight | Target | Actual | Performance vs Target | Payout as % of Target |
|---|---|---|---|---|---|
| Consolidated EBITDA | 50% | $124.0M | $100.0M | 71% | 36% |
| Consolidated RONCE | 15% | 14.4% | 11.2% | 76% | 11% |
| Operational Efficiency | 10% | ($23.5M) | ($23.8M) | 93% | 9% |
| ESG Goals | 5% (sub‑component) | N/A | N/A | 100% | 5% |
| Safety – TRIR | 2.5% (sub‑component) | 0.43 | 0.38 | 156% | 4% |
| Safety – TVIR | 2.5% (sub‑component) | 0.75 | 0.78 | 80% | 2% |
| Strategic Goals | 15% | N/A | N/A | 105% | 16% |
| Total | 100% | — | — | — | 83% |
2024 payout mechanics and metrics:
- Weighting for CFO (corporate): EBITDA 50%, RONCE 15%, Operational Efficiency 10%, ESG 10% (5% ESG + 2.5% TRIR + 2.5% TVIR), Strategic Goals 15% .
- CFO’s ACIP result: 83% of target, paid $280,888 .
- Metric design emphasizes cash generation (EBITDA), capital efficiency (RONCE), and safety/ESG execution .
2024 Long‑Term Incentives – Structure and Terms
| Component | Target Value | Metric & Weight | Payout Curve | Vesting |
|---|---|---|---|---|
| Performance‑based Cash (50% of LTI) | $501,380 | Relative TSR (70%); 3‑yr avg RONCE (30%) | TSR: 0%<25th; 50% at 25th; 100% at 50th; 200%≥90th . RONCE: 0%<40% of target; 40% at 40%; 100% at 100%; 200% at 125% | Paid after 3‑yr perf period (FY2024–2026 for RONCE; TSR measured May 2024–May 2027) |
| Time‑based RSUs (50% of LTI) | $501,380; 68,308 units | N/A | N/A | Equal annual tranches over three years |
Peer groups and TSR methodology:
- Dual TSR peer framework: energy‑service peer set through Nov 12, 2024; then revised 2024 industrial peer set after Fluids segment discontinued operations .
- TSR measured on 30‑day average prices ending May 31, 2024 vs May 31, 2027, dividend‑adjusted .
Historic performance cash realization:
- 2021 performance cash awards paid in 2024 at 186.5% of target (TSR at 85th percentile): CFO received $899,365 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,010,696 shares; 1.2% of outstanding |
| Components | 115,535 options exercisable within 60 days; 106,939 RSUs scheduled to vest June 1, 2025 |
| Options outstanding | 41,945 at $9.00 expiring 5/22/2025; 73,590 at $4.32 expiring 5/19/2026 |
| RSUs outstanding | 43,790 vest 6/1/2025; 80,758 vest ratably 6/1/2025–6/1/2026; 68,308 vest ratably 6/1/2025–6/1/2027 |
| 2024 vesting realized | 135,351 shares; $1,147,776 value (market at vest dates) |
| Stock ownership guidelines | CFO required ≥3x salary; unvested time‑based RSUs count; options excluded |
| Compliance status | All executive officers, including CFO, in compliance as of March 24, 2025 |
| Hedging/pledging | Strict prohibition on pledging, short sales, derivatives, margin; none of CFO’s shares pledged |
| Clawback | NYSE‑compliant Rule 10D‑1 policy to recoup incentive comp after restatements; broader misconduct recovery permitted |
Insider selling pressure considerations:
- Notable vest date: June 1, 2025 for 106,939 RSUs, which may add near‑term supply if sales occur post‑vesting .
- Upcoming option expiry: 5/22/2025 ($9.00 strike) and 5/19/2026 ($4.32 strike); exercise behavior depends on prevailing market price .
Employment Terms
| Term | Summary |
|---|---|
| Employment agreement | Auto‑renews each November 1 for successive one‑year terms; termination for death/disability, good reason, voluntary, for cause, without cause, or non‑renewal with notice |
| Severance Plan (general) | Tier‑based plan: Tier 2 (CFO) receives lump sum equal to 2×(salary+target bonus), pro‑rata annual bonus, pro‑rata vesting for certain time‑based awards, performance awards vest pro‑rata subject to actual ≤ target, health COBRA cash (18 months), up to $25k outplacement |
| Change‑in‑Control Agreement (individual) | Double‑trigger. If terminated without cause or resigns for good reason in CIC window: 2× base + 2× higher of target bonus or highest of prior two bonuses; pro‑rata bonus; full vesting of options/RS/def comp; 24 months benefits; up to $5k outplacement; subject to 4999 mitigation provisions |
| No excise gross‑ups | Program prohibits excise tax gross‑ups; CIC benefits capped/limited in certain cases |
| Temporary salary reduction precedent | 2020 temporary 15% salary reduction agreement clarified severance/CIC calculations revert to pre‑reduction salary for benefit calculation |
Governance and policies:
- Say‑on‑pay support: 91% approval at 2024 Annual Meeting .
- Insider trading policy and blackout compliance framework; robust governance with independent comp consultant (Zayla Partners) .
- Best‑practice features: no single‑trigger CIC; no option/SAR repricing without shareholder approval; dividend non‑payment on unvested awards .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR – Value of $100 (Dec 31, 2019 base) | $30.62 | $46.89 | $66.18 | $105.87 | $122.33 |
| Peer TSR – Old (Philadelphia Oil Service Sector Index) | $56.62 | $67.34 | $107.11 | $107.14 | $101.68 |
| Peer TSR – New (S&P SmallCap 600 Capped Industrials Index) | $110.86 | $138.49 | $124.17 | $161.87 | $187.93 |
Contextual operating metrics and pay linkage:
- 2024 Consolidated EBITDA (Comp Committee “consolidated, as adjusted”) of $100.0M used for ACIP calibration .
- Corporate result under ACIP delivered 83% payout vs 2024 targets, reflecting disciplined variable pay .
- Strong multi‑year shareholder alignment: 2021 3‑yr TSR‑based cash awards paid at 186.5% .
Company Growth Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 192,993,000 ] | 207,648,000 ] | 217,489,000 ] |
| EBITDA ($) | 36,572,000* | 46,536,000 ] | 54,407,000* |
Values marked with an asterisk were retrieved from S&P Global and do not carry document citations. Values retrieved from S&P Global.
Investment Implications
- Alignment and risk: CFO’s pay mix remains highly variable (ACIP at 83% for 2024; LTI split between 3‑yr TSR/RONCE cash and 3‑yr RSUs), supported by ownership guidelines (3× salary) and anti‑hedging/pledging policies—reducing misalignment and governance risk .
- Near‑term supply overhang: June 1, 2025 vesting of 106,939 RSUs and option expiry on 5/22/2025 ($9.00 strike) are potential selling/exercise catalysts; monitor Form 4 activity and any 10b5‑1 plans around these dates .
- Change‑in‑control economics: Double‑trigger CIC provides 2× cash severance and full equity vesting for CFO, which could influence retention and deal dynamics; absence of excise gross‑ups mitigates shareholder-unfriendly optics .
- Pay‑for‑performance discipline: Below‑target 2024 ACIP vs elevated 2021 TSR award realization signals a balanced framework—rewarding multi‑year value creation while calibrating annual outcomes to actuals .