Michael Lewis
About Michael A. Lewis
Michael A. Lewis, age 63, is an independent director of NPK International Inc. (NPKI) and has served on the Board since January 2021; he is Chair of the Environmental, Social and Governance (ESG) Committee and a member of the Audit and Compensation Committees . He previously led electric operations at Pacific Gas & Electric (PG&E) and held senior roles at Duke Energy; he holds a B.S. in Electrical Engineering (University of Florida) and an MBA (Nova Southeastern University), with executive education at Duke University and Wharton .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacific Gas & Electric (PG&E) | Interim President; Senior Vice President, Electric Operations | 2018–2020 (retired Dec 2020) | Oversaw wildfire prevention/response, grid resiliency, vegetation management, emergency preparedness |
| Duke Energy | Senior Vice President & Chief Distribution Officer | 2016–July 2018 | Led distribution operations across six states |
| Duke Energy | Chief Transmission Officer (prior role) | — | Senior leadership in transmission; advanced management programs |
External Roles
| Organization | Listed? | Role | Committees | Start |
|---|---|---|---|---|
| Portland General Electric Company (POR) | NYSE-listed | Independent Director | Compensation; Finance | Jan 2021 |
| Kinross Gold Corporation (KGC) | NYSE-listed | Director | Corporate Governance & Nominating; Corporate Responsibility & Technical | May 2023 |
| Osmose Utilities Services, Inc. | Private | Director | Audit Committee | Oct 2021 |
Board Governance
- Committee assignments: ESG Chair; Audit member; Compensation member .
- Independence: Board determined Lewis is independent under NYSE rules .
- Attendance: Board met 11 times in 2024; each director attended ≥90% of Board and committee meetings held during their service .
- Committee activity: Audit (7 meetings in 2024), Compensation (9), ESG (4) .
- Executive sessions: Non-management directors meet at least twice annually; sessions were held in 2024 .
- Stock ownership guidelines: Non-employee directors must hold shares valued at 5× annual cash retainer; all non-employee directors were in compliance as of March 24, 2025 .
- Hedging/pledging: Prohibited for directors, officers, employees and related parties .
- Related-party transactions: Audit Committee pre-approves covered transactions; no director may approve a transaction where they are a related person . No Lewis-specific related-party transactions are disclosed in the proxy .
Fixed Compensation
NPKI 2024 director compensation structure:
| Component | Amount |
|---|---|
| Annual Cash Retainer (other non-employee directors) | $50,000 |
| Committee Chair Cash Retainer – Audit; Compensation | $25,000 |
| Committee Chair Cash Retainer – ESG | $15,000 |
| Committee Member Cash Retainer – Audit | $13,000 |
| Committee Member Cash Retainer – Compensation; ESG | $8,500 |
| Annual Equity Retainer (other non-employee directors) | $125,000 (granted as restricted stock) |
Effective January 1, 2025 (for context), the Board simplified fees: annual cash retainer $80,000 for all non-employee directors; Board Chair $50,000; committee chair retainers adjusted; equity retainers unchanged .
Michael A. Lewis 2024 actual director compensation:
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $84,938 |
| Stock Awards (grant-date fair value) | $124,998 |
| Total | $209,936 |
| Restricted Stock Outstanding at 12/31/2024 | 16,108 shares; vests May 15, 2025 |
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based director pay | None disclosed for non-employee directors; equity is time-based restricted stock |
Other Directorships & Interlocks
| Company | Relationship to NPKI | Notes |
|---|---|---|
| Portland General Electric (POR) | Industry overlap (utility customer end-markets) | No related-party transactions disclosed with PGE; Lewis remains independent under NYSE rules |
| Kinross Gold (KGC) | Industrial end-markets overlap | No related-party transactions disclosed |
| Osmose Utilities Services | Utility infrastructure services | Private company; no related-party transactions disclosed |
Expertise & Qualifications
- Electric utility operations, safety, crisis management, ESG, senior management and strategic planning .
- Education: B.S. Electrical Engineering (University of Florida); MBA (Nova Southeastern); executive programs at Duke and Wharton .
- Relevant to NPKI’s strategic focus on electrical utility and industrial end-markets .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 124,288 shares (<1%) |
| Shares pledged | None (company states none of the reported shares are pledged) |
| Director stock ownership guideline | Must hold shares valued at 5× annual cash retainer; in compliance as of March 24, 2025 |
| Restricted stock outstanding (director grant) | 16,108 shares; vests May 15, 2025 |
| Hedging/pledging policy | Hedging and pledging prohibited for directors |
Governance Assessment
-
Strengths
- Independent director with multi-committee leadership (ESG Chair; member Audit/Compensation), supporting board effectiveness and oversight .
- Strong engagement signals: ≥90% attendance; active committees with regular meetings .
- Ownership alignment: Director stock ownership guidelines (5× cash retainer) and compliance; hedging/pledging banned .
- Balanced director pay mix (cash + time-based equity); standardized fee structure; no performance-based equity for directors, reducing short-term risk incentives .
- Shareholder support context: 91% say-on-pay approval for executives in 2024 indicates broader investor confidence in compensation governance .
-
Potential Risks/Red Flags
- External board commitments: Lewis sits on two other public company boards (POR, KGC); NPKI policies limit directors to ≤4 public boards (including NPKI) and he is in compliance, but ongoing monitoring of bandwidth and overlaps is prudent .
- PG&E historical bankruptcy context: Lewis held senior roles at PG&E prior to its emergence from bankruptcy in 2020; while not an NPKI issue, reputational sensitivity and crisis management history should be weighed in governance evaluations .
- No related-party transactions disclosed involving Lewis; continued Audit Committee oversight expected .