Matthew Lanigan
About Matthew Lanigan
Matthew S. Lanigan (age 54) is President & Chief Executive Officer of NPK International Inc. (NPKI) and has served on the Board since 2022; he became CEO effective March 1, 2022 . He holds a Bachelor’s in Chemical Engineering (RMIT) and an MBA (Melbourne Business School), and is a Six Sigma Master Black Belt . Under his tenure, 2024 Consolidated EBITDA (as adjusted by the Compensation Committee) was $100.0 million versus $80.7 million in 2023, while 2024 net income reflected the strategic Fluids Systems divestiture (net loss due to a $195.7 million loss on sale) . Long-term incentive performance has included a 186.5% payout on the 2021 performance-cash award driven by relative TSR at the 85th percentile over the 2021–2024 period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NPK International Inc. | President & CEO; Director | CEO since Mar 1, 2022; Director since 2022 | Led post-divestiture realignment; 2024 metrics tied to EBITDA, RONCE, and strategic goals including Fluids Systems divestiture and rebranding . |
| NPK International Inc. | President & COO | Sep 2021 – Feb 2022 | Enterprise operations leadership prior to CEO appointment . |
| NPK International Inc. | President, Mats & Integrated Services; VP | Apr 2016 – Sep 2021 | Grew Industrial Solutions platform; operational leadership . |
| GE (Plastics; Capital) | Chief Marketing Officer (Plastics); leadership roles in Sales & Marketing; Director of Commercial Excellence APAC (2011) | Pre-2016 | Commercial excellence, international expansion, cross-organizational synergies . |
| ExxonMobil (Australia) | Drilling & Completions Engineer; Offshore Production Engineer; Marketer (Crude & LPG) | Early career | Upstream and commercial foundations . |
External Roles
- No additional public company directorships or committee roles disclosed for Mr. Lanigan beyond NPKI’s board .
Fixed Compensation
| Component | 2024 | 2025 (effective Apr 1, 2025) | Notes |
|---|---|---|---|
| Base Salary (CEO) | $754,000 | $754,000 | No change; Board approved Feb 25, 2025 . |
| Perquisites (CEO) | $43,566 | — | 2024 included $20,004 CEO stipend, life insurance, 401(k) match, executive physical valuation method per table . |
Performance Compensation
Annual Incentive Plan (ACIP) – CEO 2024 Design and Outcome
| Metric | Weight | 2024 Target | 2024 Result | 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 (non-safety) | 5% | N/A | N/A | 100% | 5% |
| Safety: TRIR | 2.5% | 0.43 | 0.38 | 156% | 4% |
| Safety: TVIR | 2.5% | 0.75 | 0.78 | 80% | 2% |
| Strategic Goals | 15% | N/A | N/A | 105% | 16% |
| Total | 100% | — | — | — | 83% |
- CEO target/threshold/max opportunity: 100% / 40% / 200% of salary; 2024 ACIP payout: $619,529 (83% of target) .
Long-Term Incentives (LTI)
| Element | 2024 Target | Structure | Key Terms |
|---|---|---|---|
| Total LTI (CEO) | $2,488,200 (330% of salary) | 50% Performance Cash; 50% RSUs | Balanced vehicles; three-year vesting RSUs; 3-year perf cash in 70% relative TSR, 30% RONCE . |
| RSU Grant (5/15/2024) | $1,301,729 grant-date fair value | 169,496 RSUs | Vests ratably 6/1/2025, 6/1/2026, 6/1/2027 . |
| Performance Cash (5/16/2024 target) | $1,244,100 | 70% TSR vs peer; 30% 3-yr avg RONCE | TSR payout: 0–200% with 50th/≥90th percentile at 100%/200%; RONCE 0–200% with target at 100% . |
- Realized 2021 cycle performance cash payout (paid 2024): $651,748 at 186.5% of target; TSR at 85th percentile .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 944,554 shares (1.1% of outstanding as of 3/24/2025) . |
| Included in Ownership | 69,896 options exercisable; 265,338 RSUs vesting on June 1, 2025 (within 60 days reference) . |
| Outstanding CEO Equity (12/31/2024) | Options: 69,896 @ $4.32 exp. 5/19/2026; RSUs: 108,651 vest 6/1/2025; 200,376 vest 6/1/2025 & 6/1/2026; 169,496 vest 6/1/2025–2027; market values at $7.67 close noted in table . |
| Ownership Guidelines | CEO 5x salary; executives in compliance as of 3/24/2025 . |
| Hedging/Pledging | Prohibited for directors, officers, employees; no shares pledged in CEO beneficial ownership table . |
| Clawback | NYSE 10D-1 compliant clawback; can extend to broader senior leaders in misconduct-related restatements . |
Upcoming Vesting and Potential Supply
| Tranche | Shares | Vest Dates | FY24 YE Market Value Reference |
|---|---|---|---|
| RSUs (grant prior years) | 108,651 | 6/1/2025 | $833,353 at $7.67/share (table calc) |
| RSUs (grant prior years) | 200,376 | 6/1/2025; 6/1/2026 | $1,536,884 at $7.67/share (table calc) |
| RSUs (2024 grant) | 169,496 | 6/1/2025; 6/1/2026; 6/1/2027 | $1,300,034 at $7.67/share (table calc) |
Note: Form 4 insider transaction analysis not included here; no pledging permitted and none disclosed in ownership tables .
Employment Terms
| Term | Summary |
|---|---|
| Employment Agreement | Auto-renews each March 1 for one-year terms; termination for death/disability, for Good Reason/by CEO, for Cause/by Company, or non-renewal with 60 days’ notice . |
| Severance Plan (non-CIC) | Tier 1 (CEO): lump sum equal to 2x (salary + target bonus) plus pro-rata target bonus; pro-rata vesting of time-based awards (12 months look-forward), performance awards pro-rated and capped at target if granted >1 year prior; COBRA cash equivalent (18 months); outplacement up to $25k . |
| Change-in-Control (Double Trigger) | CIC Plan Tier 1: 3x (salary + prior-year target bonus), pro-rata target bonus, full vesting of all incentive awards (performance at target; 2024 perf cash at greater of target or actual), medical continuation 36 months, outplacement up to $25k; no single-trigger payments . |
| Illustrative CEO Termination Values (12/31/2024) | Good Reason/No Cause: $6.64m; CIC+Termination: $12.61m; Disability: $8.63m; Death: $9.56m (includes insurance) . |
| Tax Gross-Ups | Company discloses no excise tax gross-ups; policy best practices include “No excise tax gross-ups” . |
Board Governance
- Role/Independence: CEO and Director (not independent); seven of eight current directors are independent .
- Board Leadership: Independent non-executive Chair (Robeson) since 2023; regular executive sessions of independent directors .
- Committees: CEO attends but is not a member of standing committees; no voting role on committees .
- Board Service History: Director since 2022; current term nominated in 2025 slate .
- Attendance: In 2024, each director attended at least 90% of Board/committee meetings .
- Director Compensation: CEO receives no additional pay for Board service .
- Board Skills Matrix: Attributes identified for Lanigan include Strategic Vision, M&A, Global Operations, Technology & Service Quality, Supply Chain/Logistics, Risk Management, Executive Experience, ESG .
Performance & Track Record
- Strategic Execution: Completed sale of Fluids Systems (discontinued ops) on Sep 13, 2024; recognized $195.7m pre-tax loss on sale (including $59.5m FX reclassification), aligning portfolio with Industrial Solutions focus .
- Pay vs Performance: 2024 CEO “Compensation Actually Paid” $4.19m vs SCT total $3.36m, reflecting equity value changes; 2024 Consolidated EBITDA (Comp Committee adjusted) $100.0m .
- Shareholder Support: Say-on-Pay approval 91% at 2024 annual meeting; continued engagement disclosed .
Compensation Structure Analysis
- High At-Risk Mix: 81% of CEO 2024 target comp performance-based; LTI split between performance cash and RSUs; plan to transition to share-settled performance-based RSUs in 2025 .
- Performance Rigor: 2024 ACIP used multiple metrics (EBITDA 50%, RONCE 15%, Operational Efficiency 10%, ESG 10%, Strategic 15%); original targets approved in Jan 2024 and not adjusted .
- LTI Metrics: 3-year relative TSR (70%) with 0–200% payout and 3-year avg RONCE (30%) with 0–200% payout; dual peer-group structure accommodating portfolio change .
Compensation Peer Group & Committee Practices
- 2024 Peer Group: Rebalanced toward industrial peers post-divestiture (e.g., Enerpac, H&E Equipment, Global Industrial, Standex, Transcat, etc.) with Russell 2000 index for TSR reference in older framework; market median targeting with discretion .
- Consultant & Conflicts: Zayla Partners (subsidiary of Arthur J. Gallagher) served as independent advisor; Company also used Gallagher for benefits ($318,058); Zayla fees $160,000; Committee concluded no conflict .
Director/Executive Policies and Related Parties
- Hedging/Pledging Prohibition and Insider Trading Policy: Applies to directors and officers; pledging and hedging prohibited .
- Related Party Transactions: Board policy requires Audit Committee pre-approval; no disclosed related-party transactions involving the CEO; independence determinations noted for other directors .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Result | Notes |
|---|---|---|
| 2024 | 91% FOR | No program changes solely due to vote; ongoing engagement emphasized . |
Investment Implications
- Pay-for-performance alignment: Strong leverage to multi-metric annual plan and 3-year TSR/RONCE; 2024 ACIP paid at 83% amid EBITDA shortfall vs target but above-target strategic/ESG components, indicating balanced rigor with some discretion in qualitative goals .
- Upcoming supply from vesting: Multiple RSU tranches vesting on June 1, 2025 could modestly increase tradable shares; no pledging allowed and none disclosed; Form 4 activity not analyzed here .
- Retention and CIC protection: Robust double-trigger CIC with 3x multiple and full vesting may stabilize leadership through transactions, but also represents a meaningful potential payout; non-CIC severance at 2x supports retention without single-trigger risk .
- Ownership alignment: 1.1% beneficial ownership, compliance with 5x salary guideline, and clawback policy are positive alignment indicators .
- Governance mitigants to dual role: Independent Chair, majority-independent board, regular executive sessions, and no additional director pay reduce risks of CEO-director duality .