Amanda Julian
About Amanda Julian
Amanda Julian, age 49, has served as an independent director of NWPX since July 2020, with her current term expiring in 2027. She chairs the Environmental and Social Governance Committee and serves on the Nominating and Governance Committee; the Board has affirmatively determined she is independent under Nasdaq standards. Dr. Julian is a senior partner at NeoPsy Systems (since June 2001), specializing in organizational psychology and investor/executive advisory; she holds a PhD and MA in Industrial Psychology (Bowling Green State University) and a BA from the University of Colorado Boulder.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NeoPsy Systems | Senior Partner (management/organizational psychology) | Jun 2001–present | Advises investors and senior executives on leadership effectiveness, executive selection/development, organizational assessment, and long-term strategic planning |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships |
Board Governance
- Committees: Chair, Environmental and Social Governance; Member, Nominating and Governance. All committee members are independent; the Board regularly holds executive sessions of independent directors.
- Independence and leadership: Board determined Julian is independent; Board retains a Lead Independent Director (Franson) and an independent Chair (Roman).
- Attendance and engagement: Board met 9 times in 2024; each director attended more than 75% of Board and applicable committee meetings and attended the 2024 annual meeting.
- Risk oversight: ESG Committee oversees environmental stewardship, human capital development, social responsibility, sustainability, and philanthropic activities; Nominating & Governance oversees governance practices, board training, succession planning, and stock ownership/insider policies.
Fixed Compensation
| Component | Amount | Period/Effective Date | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash (Amanda Julian) | $75,000 | FY 2024 | Actual cash compensation received in 2024 |
| Annual Board Retainer (non-Chair) | $65,000 | Effective Jun 2024 | Structure for nonemployee directors (cash) |
| Chair of Board Retainer | $135,000 | Effective Jun 2024 | Cash retainer for Board Chair |
| Lead Director Fee | $25,000 | Effective Jun 2024 | Cash fee for Lead Director |
| Audit Chair / Member | $20,000 / $10,000 | Effective Jun 2024 | Cash committee fees |
| Compensation Chair / Member | $15,000 / $7,500 | Effective Jun 2024 | Cash committee fees |
| ESG Chair / Member | $10,000 / $5,000 | Effective Jun 2024 | Cash committee fees |
| Nominating & Governance Chair / Member | $10,000 / $5,000 | Effective Jun 2024 | Cash committee fees |
Performance Compensation
| Component | Grant Date | Shares/Units | Fair Value/Price | Vesting/Terms |
|---|---|---|---|---|
| Annual Director Equity (Amanda Julian) | Jun 13, 2024 | 2,404 shares | $80,000 (grant-date fair value for director annual award) | Equity grants to directors are payable solely in shares; service-based vesting per plan |
| Annual Director Equity (Amanda Julian) | Jun 12, 2025 | 2,166 shares | $39.23 price per share (Form 4) | Non-derivative acquisition (A); beneficial ownership after transaction: 13,890 shares |
| Director Compensation Performance Metrics | FY 2024 |
|---|---|
| Performance metrics tied to director compensation | None disclosed; director equity awards are structured as service-based grants (no options, no performance metrics) |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Julian.
- Committee interlocks: Company disclosed no executive officer interlocks or insider participation on its Compensation Committee in 2024.
- Related-party transactions: Company reports no related-party transactions >$120,000 since Jan 1, 2024 involving directors or their immediate families.
Expertise & Qualifications
- Organizational development and strategic human capital; strategic planning, communications, leadership management, and finance; broad experience with corporate governance.
- Board’s skills matrix highlights competencies across risk management, manufacturing, innovation/technology, human capital, ESG, finance, and public board experience consistent with Company priorities.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Measurement Date | Notes |
|---|---|---|---|---|
| Amanda Julian | 11,724 | <1% | Apr 10, 2025 | As disclosed in the 2025 proxy |
| Amanda Julian (post-grant) | 13,890 | <1% | Jun 12, 2025 | After 2,166-share annual grant at $39.23 (Form 4) |
| Stock ownership policy (directors) | Expected to own ≥3x annual cash retainer within 5 years; 100% of net after-tax shares retained until compliant; hedging and pledging prohibited | — | Policy adopted by Nominating & Governance Committee | Alignment and risk controls |
Governance Assessment
- Strengths: Independent director; chairs ESG and contributes to governance oversight; consistent meeting attendance; annual equity grants and stock ownership requirements support alignment; hedging/pledging prohibited.
- Compensation structure: Director pay balanced between cash retainers/committee fees and equity ($80,000 annual stock grant); no options; no performance-linked metrics for directors, limiting pay-for-performance sensitivity but reducing risk incentives.
- Conflicts/related parties: None reported; robust related-party approval policy and clawback regime for executives; director equity/insider policies reduce misalignment risk.
- RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or option repricing. Monitor ongoing equity accumulation versus ownership guideline compliance (not explicitly disclosed by individual).
Overall, Julian’s independence, committee leadership in ESG and governance, and regular equity grants indicate constructive alignment and a low-conflict profile. Absence of performance-linked director metrics is standard for small-cap industrial boards; investor confidence signals are positive given attendance, ownership policy, and clean related-party disclosures.