Eric Stokes
About Eric Stokes
Eric Stokes is Senior Vice President and General Manager of Engineered Steel Pressure Pipe (SPP) at Northwest Pipe Company, promoted into the GM role in May 2021 after serving as SVP of Sales and Marketing, Water Transmission (February 2020) . Company performance during his leadership of the SPP segment improved materially in 2024: SPP net sales rose 14% to $337.9M on 33% higher tons produced, and SPP gross profit margin expanded to 18.5% (vs. 14.3% in 2023) . At the company level, 2024 delivered records in net sales ($492.5M), gross profit ($95.4M), diluted EPS ($3.40), and safety (recordable incident rate 1.25) . Over the 2019–2024 period, TSR improved to 144.88 and EBITDA margin reached 13.6% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northwest Pipe Company | SVP, GM of Engineered Steel Pressure Pipe | May 2021–present | Led SPP through improved bidding and production environment; segment net sales +14% in 2024, margin up to 18.5% |
| Northwest Pipe Company | SVP, Sales & Marketing – Water Transmission | Feb 2020–May 2021 | Drove commercial pipeline for SPP ahead of 2024 volume recovery |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships disclosed for Eric Stokes in proxy/10‑K materials |
Fixed Compensation
Multi-year compensation as reported (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $322,905 | $342,285 | $357,616 |
| Stock Awards (Grant-date fair value) | $278,411 | $327,539 | $347,216 |
| Non-Equity Incentive Plan Compensation (Annual cash bonus) | $322,905 | $176,063 | $335,051 |
| All Other Compensation | $12,954 | $14,009 | $14,627 |
| Total Compensation | $937,175 | $859,896 | $1,054,510 |
Annual incentive plan target bonus percentages:
| Plan Year | Target Bonus % of Base (Other NEOs) |
|---|---|
| 2023 | 50% of base salary |
| 2024 | 50% of base salary |
Performance Compensation
Short-term incentive (STIP) structure and 2024 outcomes:
| Component | Weighting | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Adjusted Income Before Income Taxes (NIBT) | 90% | $34.5M (target) | $42.371M (no adjustments in 2024) | Contributes to total payout | Cash paid March 2025 |
| Total Recordable Incident Rate (TRIR) | 10% | 2.7 (target) | 1.25 (record low) | Contributes to total payout | Cash paid March 2025 |
| Free Cash Flow (FCF) Modifier | ±5%/0/−5%/−10% | Scale based on FCF | Not broken out; included in disclosed payout | Included in disclosed payout | Cash paid March 2025 |
| 2024 STIP (Eric Stokes) | — | — | — | 93.7% of base salary | Paid March 2025 |
Long-term equity (PSAs/RSUs) design and vesting:
| Grant Year | Instrument | Metric/Terms | Target/Scale | First Tranche Result | Vesting Dates |
|---|---|---|---|---|---|
| 2024 | PSAs (75% of equity) | EBITDA Margin (before extraordinary items) | 9.0%→50%; 12.0%→100%; >16.9%→200% | 133% of target for FY2024 tranche | 1/3 vests Mar 31, 2025; 1/3 Mar 31, 2026; 1/3 Mar 31, 2027 |
| 2024 | RSUs (25% of equity) | Time-based | — | — | 1/3 vests Jan 15, 2025; 1/3 Jan 15, 2026; 1/3 Jan 15, 2027 |
| 2023 | PSAs | EBITDA Margin | 9.0%→50%; 12.0%→100%; >16.9%→200% | 90% (FY2023) and 111% (FY2023–2024) for applicable tranches | 1/3 vests Apr 1, 2024; 1/3 Mar 31, 2025; 1/3 Mar 31, 2026 |
| 2023 | RSUs | Time-based | — | — | 1/3 vests Jan 15, 2024; 1/3 Jan 15, 2025; 1/3 Jan 15, 2026 |
| 2022 | PSAs | EBITDA Margin | Scale as per plan | 118% (FY2022–2024) | Vested Mar 31, 2025 for final measurement; earlier tranche vested Apr 1, 2024 |
| 2022 | RSUs | Time-based | — | — | Vested Jan 15, 2025 |
Grant details (Eric Stokes):
| Grant Date | PSAs (# target) | RSUs (#) | Fair Value |
|---|---|---|---|
| Mar 28, 2024 | 7,509 | 2,503 | $260,412 PSAs; $86,804 RSUs |
| Apr 8, 2023 | 8,647 | 2,882 | $245,661 PSAs; $81,878 RSUs |
Options: The company reported no issued, vested, or outstanding stock options in 2023 or 2024; there were no option exercises or grants for NEOs .
Equity Ownership & Alignment
Beneficial ownership and unvested awards:
| Metric | As of Dec 31, 2023 | As of Apr 10, 2025 |
|---|---|---|
| Beneficially owned shares | 23,532 shares; <1% of outstanding | 30,762 shares; <1% of outstanding |
| Unvested/Unearned shares outstanding | 19,883 shares (market value $601,660 @ $30.26) | 20,716 shares (market value $999,754 @ $48.26) |
Ownership policy and alignment safeguards:
- Stock ownership guidelines require CEO to hold 3× salary and other NEOs to hold 1–2× salary; 5-year compliance window; mandatory retention of 100% net after-tax vested shares until guideline met .
- Strict prohibitions on hedging and pledging company stock for all directors, officers, and employees .
- Insider Trading Policy mandates pre-clearance, blackout periods, and encourages Rule 10b5‑1 plans for directors/officers .
Vesting cadence (potential liquidity events/pressure):
- RSUs: January 15 each year (2024/2025/2026 for 2023 grants; 2025/2026/2027 for 2024 grants) .
- PSAs: March 31 (2025/2026/2027) for 2024 grants; Apr 1, 2024 and Mar 31 (2025/2026) for 2023 grants; 2022 PSAs tranches completed in 2025 .
Employment Terms
Employment agreements: The company has not entered into employment agreements with its NEOs .
Change-in-control (CIC) agreements (automatic annual renewal):
- Term runs to July 31, 2025 and auto-extends one year annually unless notice given (2024 proxy noted July 31, 2024, then extended) .
- If terminated within two years after a CIC without Cause or for Good Reason:
- For Stokes: lump sum equal to 1 year’s base salary plus 1× average cash bonuses of prior three years; continuation of health/insurance benefits; immediate vesting of outstanding equity unless award terms specify otherwise .
- CIC definitions include 20%+ voting power change, major asset sale, certain Board composition changes, or merger scenarios, with Good Reason and Cause defined in agreements .
Potential CIC payout estimates (effective Dec 31, 2024):
| Component | Eric Stokes |
|---|---|
| Base Salary | $361,088 |
| Bonus (avg of prior 3 yrs) | $218,448 |
| Equity Incentive Awards (accelerated) | $1,037,302 |
| Health/Insurance Benefits | $37,000 |
Clawback policy: Incentive compensation subject to recoupment in case of required financial restatements (Nasdaq Rule 10D‑1 compliant) .
Investment Implications
- Pay-for-performance alignment is strong: annual cash awards hinge on NIBT (90%) and safety (10%), with an FCF modifier; equity PSAs are tied to multi-year EBITDA margin hurdles, and RSUs provide retention balance .
- Equity ownership discipline and trading compliance reduce misalignment/pledging risk; anti-hedging/pledging and mandatory share retention underpin long-term alignment .
- Vesting calendars cluster around mid-January (RSUs) and end-March (PSAs), dates that can create mechanical selling needs (taxes/liquidity) despite policy safeguards—monitor Form 4s around these windows for selling pressure signals .
- CIC economics for Stokes (1× salary and 1× bonus plus equity acceleration) are modest versus peers, limiting windfalls and discouraging perverse retention risk, while ensuring continuity through auto-renewal terms .
- Execution risk in SPP remains: management notes industry overcapacity and intense price competition; however, 2024 SPP margin expansion and volume gains indicate effective segment leadership—a positive read-through for compensation tied to profitability .
- Company-level scorecard is favorable: record 2024 EPS ($3.40), net sales ($492.5M), and safety; TSR improved meaningfully and EBITDA margin reached 13.6%, supporting pay outcomes and equity realization .