Joseph Cutillo
About Joseph A. Cutillo
Joseph A. Cutillo (age 59) joined NPK International Inc.’s Board on March 10, 2025, and is an independent director serving on the Audit, Compensation, and Environmental, Social & Governance (ESG) Committees. He is the CEO and a director of Sterling Infrastructure, Inc. (NASDAQ: STRL) and holds a B.S. in Mechanical Engineering from Northeastern University. The Board affirmatively determined his independence under NYSE rules; the company disclosed no related-party transactions under Item 404 in connection with his appointment, and he entered into NPK’s standard director indemnification agreement. He will receive a pro‑rated annual cash retainer consistent with other non‑employee directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sterling Infrastructure, Inc. | Chief Executive Officer; Director | CEO since Apr 2017; Director since Apr 2017 | Led strategy and operational transformation across critical infrastructure and e‑infrastructure markets |
| Sterling Infrastructure, Inc. | President; EVP & Chief Business Development Officer; VP Strategy & Business Development | Feb 2017–Apr 2017; May 2016–Feb 2017; Oct 2015–May 2016 | Advanced performance improvement and strategic planning initiatives prior to CEO appointment |
| Inland Pipe Rehabilitation LLC | President & Chief Executive Officer | Aug 2008–Oct 2015 | Scaled private equity‑backed trenchless rehabilitation platform |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Sterling Infrastructure, Inc. (NASDAQ: STRL) | CEO & Director | 2017 | Public company board; industry peer in infrastructure construction |
| American Road & Transportation Builders Association (ARTBA) | Board & Executive Committee | n/a | Industry leadership in transportation infrastructure |
| Northeastern University CEE Industry Advisory Board | Member | n/a | Advisory role to Civil & Environmental Engineering department |
| Federal Highway Administration | Working Group on Covered Resources | Dec 2024 | Appointed to federal working group |
Board Governance
- Appointment and roles: Appointed March 10, 2025; serves on Audit, Compensation, and ESG Committees. The Board determined he is independent under NYSE rules; no Item 404 related‑party transactions. Entered into standard director indemnification agreement; receives pro‑rated cash retainer.
- Committee composition (context): Audit (Chair: Claudia M. Meer); Compensation (Chair: Donald W. Young); ESG (Chair: Michael A. Lewis). All three committees are fully independent. 2024 meeting cadence: Audit (7), Compensation (9), ESG (4).
- Board cadence and attendance: The Board met 11 times in 2024; all directors then serving attended at least 90% of Board and applicable committee meetings. Independent directors hold regular executive sessions led by the independent Chair.
- Independence and conflicts posture: The Board’s annual review confirmed independence for all nominees except the CEO; specific note that Ms. Robeson’s external affiliation with a customer did not impair independence; no such related-party note for Mr. Cutillo. Company prohibits director hedging and pledging of company stock.
- Service limits: NPK policy limits executive officers of public companies (like Mr. Cutillo) to no more than one other public company board in addition to NPK; all nominees are in compliance.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (all non‑employee directors) | $80,000 | Effective Jan 1, 2025; pro‑rated for partial year service |
| Board Chair Cash Retainer | $50,000 | For independent Board Chair (not applicable to Mr. Cutillo) |
| Committee Chair Retainers | Audit $20,000; Compensation $16,500; ESG $13,750 | Chair-only retainers (Mr. Cutillo is not a chair) |
| Annual Equity Retainer (non‑employee directors) | $125,000 | Granted at annual meeting; shares determined by grant‑date price under 2014 Non‑Employee Directors’ Restricted Stock Plan |
Ownership alignment
- Director stock ownership guideline: Non‑employee directors must own shares valued at 5x their annual cash retainer; five‑year grace period for compliance; as of March 24, 2025, each non‑employee director was in compliance (compliance includes grace‑period mechanics).
Performance Compensation
| Element | Design | Grant Timing | Vesting / Metrics |
|---|---|---|---|
| Director Equity Retainer | Time‑based restricted stock under 2014 Non‑Employee Directors’ Restricted Stock Plan | At annual meeting date | Vests on schedule (e.g., 2024 grants vest May 15, 2025); no performance metrics for director equity |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict | Disclosure Status |
|---|---|---|---|
| Sterling Infrastructure, Inc. (STRL) | CEO & Director | Industry adjacency (infrastructure construction) could create commercial intersections with NPK’s worksite access solutions; monitor for customer/supplier relationships | NPK disclosed no Item 404 related‑party transactions regarding Mr. Cutillo; Board affirmed independence |
Expertise & Qualifications
- 30+ years in critical infrastructure, transportation, datacenter construction, strategy, and operations; seasoned CEO and business development executive.
- Board matrix indicates strengths in infrastructure/industrial construction, rental/services, electrical transmission, strategic vision, M&A, global operations, technology/service quality, manufacturing, accounting/financial literacy, HSE, HR/compensation, IT/AI/cyber, legal/regulatory, supply chain/logistics, and risk management.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Joseph A. Cutillo | — | * (<1%) | As of April 1, 2025; none of the reported director/executive shares are pledged; company prohibits hedging/pledging by directors |
Governance Assessment
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Signals supportive of investor confidence
- Independent appointment to three key committees (Audit, Compensation, ESG) suggests immediate, substantive engagement and strengthens oversight breadth.
- Board’s independence determinations and explicit Item 404 clean disclosure mitigate related‑party risk; robust hedging/pledging prohibitions further protect alignment.
- Board refreshment and skill alignment with NPK’s strategic focus on critical infrastructure and specialty rental/services indicate thoughtful composition.
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Alignment and incentives
- Director pay mix emphasizes equity retainer with time‑based vesting; ownership guideline of 5x cash retainer (with five‑year grace) promotes skin‑in‑the‑game. As of April 1, 2025, Mr. Cutillo reported no beneficial ownership; expect alignment to increase upon equity grant at the annual meeting and over the compliance window.
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Potential conflicts and monitoring points
- External CEO role at Sterling Infrastructure creates industry adjacency; while no related‑party dealings are disclosed and independence was affirmed, monitor for any future NPK–Sterling transactions or information flow concerns.
- Time commitments: NPK policy limits executive officers of public companies to one other public board in addition to NPK; he appears compliant (Sterling board plus NPK). Continue to monitor attendance and workload across his CEO duties and three committee assignments.
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RED FLAGS observed
- None disclosed: no Item 404 related‑party transactions; no hedging/pledging; no tax gross‑ups; no noted attendance issues (joined in 2025; Board-wide 2024 attendance ≥90%). Continue oversight for any emerging interlocks with Sterling or pledging/hedging breaches.
Bottom line: Cutillo brings highly relevant operating and infrastructure expertise with broad committee participation and clean independence/related‑party disclosures. Key watch items are future commercial intersections with Sterling and the progression of his ownership alignment through equity grants and guideline compliance.