Aaron Wilkins
Senior Vice President, Chief Financial Officer, and Corporate Secretary at NWPX Infrastructure
Executive
About Aaron Wilkins
Senior Vice President, Chief Financial Officer, and Corporate Secretary at NWPX (appointed CFO April 2020; Corporate Secretary since September 2019). Age 50 as of December 31, 2024. Prior finance leadership roles at Omega Morgan (CFO, 2 years) and Oregon Steel Mills/EVRAZ North America (Corporate Controller, Assistant Treasurer, Director of Finance, 7 years), giving deep steel-industry finance experience and internal controls competence evidenced by repeated Sarbanes–Oxley certifications . Company performance during his tenure: revenue rose to $492.5M in 2024 (from $444.4M in 2023), net income to $34.2M, and EBITDA margin improved to 13.6% (from 11.4% in 2023); 2024 total shareholder return (value of $100 investment) was 144.88 vs 90.84 in 2023 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NWPX | Vice President of Finance & Corporate Controller | Sep 2016–Apr 2020 | Built finance and reporting foundation prior to promotion to CFO . |
| NWPX | Corporate Secretary | Since Sep 2019 | Governance and disclosure leadership . |
| NWPX | Senior Vice President & CFO | Since Apr 2020 | Principal financial officer overseeing capital allocation and controls . |
| Omega Morgan | Chief Financial Officer | ~2 years | Industrial services CFO; led finance and accounting . |
| Oregon Steel Mills / EVRAZ North America | Corporate Controller; Assistant Treasurer; Director of Finance (Flat Products Group) | 7 years | Steel-sector finance leadership, treasury, and FP&A for Flat Products Group . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| None disclosed in 2025 proxy or 2024–2025 10-Ks | – | – | – . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 355,000 | 391,250 | 430,000 |
| Target Bonus (% of base) | Not disclosed | Not disclosed | 60% (CFO target per STI schedule) |
| Actual STI/Bonus Paid ($) | 355,000 | 241,499 | 483,442 |
| All Other Compensation ($) | 11,259 | 12,270 | 15,108 |
| Total Compensation ($) | 1,031,496 | 1,010,031 | 1,328,584 |
Performance Compensation
Short-Term Incentive (STI) – FY 2024 Design and Outcome
| Element | Weighting | Target | Actual | Payout for CFO | Vesting/Payment |
|---|---|---|---|---|---|
| Adjusted Income Before Income Taxes | 90% | $34,500,000 (target) | $42,371,000 (no adjustments in 2024) | 112.4% of base salary (CFO) | Cash paid March 2025 |
| Total Recordable Incident Rate (TRIR) | 10% | 2.7 (target) | Not disclosed | Included in 112.4% blended payout | Cash paid March 2025 |
| Free Cash Flow modifier | N/A | Scale: >$29M = +5%; $22–$29M = 0%; $11–$22M = −5%; < $11M = −10% | Not disclosed | Reflected in final payout | – |
Long-Term Incentives (Equity)
| Grant Date | Type | Target Shares | Grant Date Fair Value ($) | Performance Metric | Vesting Schedule | Payout Achieved (most recent tranche) |
|---|---|---|---|---|---|---|
| Jun 16, 2022 | PSAs | 2,523 | $232,685 (CFO award set; aggregate table shows grant-date values by NEOs) | EBITDA Margin Performance | Vested Mar 31, 2025 for 2022–2024 period | 118% payout |
| Jun 16, 2022 | RSUs | 840 | $77,552 (see 2022 grants table) | Service-based | Vested Jan 15, 2025 | N/A (service vest) |
| Apr 8, 2023 | PSAs | 6,424 | Included in 2023 grant table; PSAs methodology disclosed | EBITDA Margin Performance | Half vested Mar 31, 2025 (2023–2024); half vests Mar 31, 2026 (2023–2025) | 111% payout (first half) |
| Apr 8, 2023 | RSUs | 2,141 | Included in 2023 grant table; RSU methodology disclosed | Service-based | Half vested Jan 15, 2025; half vests Jan 15, 2026 | N/A |
| Mar 28, 2024 | PSAs | 8,651 | $300,017 | EBITDA Margin Performance | One-third vested Mar 31, 2025; one-third vests Mar 31, 2026; one-third vests Mar 31, 2027 | 133% payout (first third) |
| Mar 28, 2024 | RSUs | 2,884 | $100,017 | Service-based | One-third vested Jan 15, 2025; one-third vests Jan 15, 2026; one-third vests Jan 15, 2027 | N/A |
Notes:
- PSA payout scale (payout as % of target): >16.9% EBITDA margin = 200%; 12.0% = 100%; 9.0% = 50%; <9.0% = 0% .
- No stock options outstanding, issued, or vested in 2024 .
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 29,762 | As of April 10, 2025; less than 1% of shares outstanding . |
| Unvested equity units at FY-end | 23,463 | Market value $1,132,324 at $48.26 close on Dec 31, 2024 . |
| Options (exercisable/unexercisable) | 0 | No options outstanding in 2024 . |
| Shares pledged | Prohibited | Company bars pledging and hedging by officers/directors . |
2024 Stock Vested
| Metric | Amount |
|---|---|
| Shares acquired on vesting (#) | 10,620 |
| Value realized on vesting ($) | 357,220 |
| Actual shares received (net of tax withholding) | 6,246 |
Stock Ownership Policy
- CEO must hold 3x base salary; other NEOs must hold 1–2x base salary (position-dependent); 5-year compliance window from hire/promotion. Until compliant, must retain 100% of net after-tax shares from vesting. Hedging and pledging are prohibited .
- Compliance status for individual executives not disclosed .
Employment Terms
| Provision | Details |
|---|---|
| Employment agreements | None for Named Executive Officers . |
| Change-in-control (CIC) agreements | Auto-renewing term through July 31, 2025; extends annually unless 90 days’ notice; effective through two years post-CIC . |
| CIC triggers | Double trigger (termination without Cause or for Good Reason within two years after CIC) . |
| CIC cash severance (Wilkins) | Lump sum: 2x base salary ($880,000) and 2x average cash bonuses of prior 3 years ($509,796), plus continuation of health/insurance ($55,000) . |
| Equity on CIC | Immediate vesting of all outstanding equity awards unless award terms provide different CIC treatment; RSU/PSA agreements specify performance/time-based pro-rata vesting if substituted/assumed or continued . |
| Clawback | Recoupment of incentive compensation for Section 16 officers upon financial restatement consistent with Nasdaq rules . |
| Tax gross-ups | None; no excise tax gross-ups; no accelerated bonus payments upon CIC . |
| Definitions (Good Reason/Cause/CIC) | As defined in agreements (location change, adverse title/status change, plan discontinuation, etc.) and standard Cause; CIC includes >20% voting power acquisition, asset sale, board composition changes, etc. . |
Performance & Track Record (Company-level during Wilkins’ CFO tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 457,665,000 | 444,355,000 | 492,548,000 |
| Net Income ($) | 31,149,000 | 21,072,000 | 34,206,000 |
| EBITDA Margin (%) | 13.6% | 11.4% | 13.6% |
| TSR – value of $100 investment | 101.17 | 90.84 | 144.88 |
Compensation Structure Analysis
- Mix and at-risk pay: Significant equity-linked incentives (75% PSAs / 25% RSUs of LTI) with pay-for-performance emphasis; STI capped and tied to objective financial and safety metrics; no discretionary cash awards in 2024 .
- Performance tightening: PSA payout scales require ≥12.0% EBITDA margin for target vesting; company achieved 13.6% in 2024, supporting above-target PSA tranches (133%) .
- Governance safeguards: No options outstanding, no excise tax gross-ups, clawbacks in place, and anti-hedging/pledging policy; stock ownership requirements and retention of net shares until compliant .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited, mitigating alignment risk .
- Related party transactions: None >$120,000 since Jan 1, 2024 beyond standard compensation .
- Option repricing: None (no options outstanding) .
- Executive transitions/legal: No disclosed adverse proceedings; routine SOX certifications filed by Wilkins in 10-Ks .
Equity Ownership & Alignment – Additional Detail
| Topic | Disclosure |
|---|---|
| Ownership as % of shares outstanding | Less than 1% (individual) . |
| Stock ownership guidelines | 1–2x base for NEOs; 5-year window; 100% net shares retention until compliant . |
| Vested vs unvested | 2024 vesting of 10,620 shares; 23,463 unvested as of 12/31/2024 . |
Investment Implications
- Alignment: Strong linkage of Wilkins’ LTI to EBITDA margin and STI to pre-tax profit and safety, with above-target 2024 outcomes (EBITDA margin 13.6%, CFO STI payout 112.4%) underpinning above-target PSA vesting (133%)—a constructive signal for execution quality and earnings power .
- Retention: Double-trigger CIC protections (2x salary and 2x bonus), multi-year RSU/PSU vesting through 2027, and ownership retention requirements reduce near-term turnover risk and potential selling pressure from vest events .
- Trading signals: Upcoming vest dates (RSUs Jan 15, 2026/2027; PSAs Mar 31, 2026/2027) create known supply events but are tempered by retention rules; continued focus on EBITDA margin performance (>12% target) is the key driver of PSA outcomes and indicates management confidence in margin durability .
- Governance quality: Absence of employment agreements, presence of clawbacks, and prohibition of hedging/pledging point to shareholder-friendly practices; no related-party transactions above threshold further supports governance robustness .