Irma Lockridge
About Irma Lockridge
Irma Lockridge (age 52) is an independent director of NWPX, serving since February 2023. She is Chief People and Systems Officer at CoorsTek (since April 2016) and holds a BA in Management from the Wharton School, with additional executive programs at Harvard Business School. Her core credentials span human resources, executive compensation, organizational design, corporate communications, IT systems/cybersecurity, and manufacturing processes; she also serves on the board of Trinity Capital (NASDAQ: TRIN).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newell Brands | Senior Vice President, Human Resources | Not disclosed | Senior HR leadership across large enterprises |
| Western Union | Senior Vice President, Human Resources | Not disclosed | Senior HR leadership across large enterprises |
| TeleTech | Senior Vice President, Human Resources | Not disclosed | Senior HR leadership across large enterprises |
| Colorado Casualty/Liberty Mutual Insurance | Senior Vice President, Human Resources | Not disclosed | Senior HR leadership across large enterprises |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| CoorsTek (engineered ceramics) | Chief People and Systems Officer | Since Apr 2016 | Leads HR, corporate communications, and information systems |
| Trinity Capital (NASDAQ: TRIN) | Director | Current | Public company directorship |
Board Governance
- Committees: Compensation Committee (member) and Nominating & Governance Committee (member); not a chair as of 2024–2025 .
- Independence: Board determined she is independent under Nasdaq standards; all directors except the CEO are independent .
- Attendance and engagement: Board met 9 times in 2024; each director attended >75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Term and tenure: Director since Feb 2023; nominated for term expiring 2028 (Years of service: 2) .
- Committee mandates relevant to her roles: Compensation Committee oversees executive pay, equity plans, human capital management, and administers the clawback policy; Nominating & Governance oversees board composition, governance practices, training, succession planning, and compliance with ownership/insider trading policies .
Fixed Compensation (Director)
| Year (Cash/Equity) | Fees Earned or Paid in Cash (USD) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| 2024 | $71,813 | $80,000 | $151,813 |
Director fee structure (effective June 2024):
- Non-chair annual retainer: $65,000
- Committee fees: Compensation member $7,500; Nominating & Governance member $5,000; other committee member fees per schedule
- Annual equity grant: $80,000 in common stock; for 2024, 2,404 shares were granted on June 13, 2024
Performance Compensation (Committee-Overseen Executive Pay Metrics)
Short-Term Incentive Plan (2024) – Cash (executives):
| Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Adjusted Income Before Income Taxes | 90% | $17.25m → 50% CEO / 30% CFO/EVP / 25% others | $34.5m → 100% CEO / 60% CFO/EVP / 50% others | >$44.85m → 200% CEO / 120% CFO/EVP / 100% others |
| Total Recordable Incident Rate (TRIR) | 10% | >3.2 → 0% payout | 2.7 → Target | <2.4 → Maximum |
| Free Cash Flow modifier | n/a | < $11m → −10% | $11m–$22m → −5% | > $29m → +5% |
Long-Term Incentive (PSAs) – EBITDA Margin performance grid (awards vest by performance):
| EBITDA Margin Performance | Payout as % of Target |
|---|---|
| < 9.0% | 0% |
| 9.0% | 50% |
| 12.0% | 100% |
| > 16.9% | 200% |
Program implementation evidence:
- 2024 STIP payouts were paid March 2025; payout percentages: CEO 187.4%; CFO/EVP 112.4%; certain SVPs 93.7% .
- 2024 PSAs: one-third vested at 133% of target (based on 2024 EBITDA Margin), next tranches scheduled for 2026 and 2027 on multi-year EBITDA Margin .
- Clawback policy (Rule 10D-1 aligned) adopted Sep 14, 2023 .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlocks/Notes |
|---|---|---|---|
| Trinity Capital (NASDAQ: TRIN) | Director | Not disclosed | Listed as other public directorship |
| Compensation Committee interlocks | — | — | None in 2024; Committee members were Franson (Chair), Larson, Lockridge; no insider participation or interlocks disclosed |
Expertise & Qualifications
- Human capital, talent management, org design, and executive compensation
- Strategy development, systems, corporate communications
- Financial management, IT systems and cybersecurity, manufacturing processes
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (as of 4/10/2025) | 5,623 shares (<1%) |
| Shares outstanding (record date 4/10/2025) | 9,905,797 shares |
| Ownership as % outstanding (approx.) | ~0.057% (5,623 ÷ 9,905,797) |
| Director ownership guideline | 3x annual cash retainer; 5-year compliance window; 100% net-after-tax retention until met; hedging/pledging prohibited |
| Cash retainer (non-chair, effective June 2024) | $65,000 |
| Implied guideline (3× retainer) | $195,000 |
| Value indicator | At $48.26/share on 12/31/2024, 5,623 shares ≈ $271k (guideline met on this pricing basis) |
Insider trades (Form 3/4):
| Filing (link) | Transaction date | Type | Shares transacted | Price | Post-transaction ownership |
|---|---|---|---|---|---|
| Form 3 (initial) – 2023-02-28 | 2023-02-22 | — | — | — | 0 (initial report) |
| Form 4 – 2023-04-11 | 2023-04-08 | Award (Common Stock) | 682 | $28.41 | 682 |
| Form 4 – 2023-06-26 | 2023-06-22 | Award (Common Stock) | 2,537 | $29.56 | 3,219 |
| Form 4 – 2024-06-17 | 2024-06-13 | Award (Common Stock) | 2,404 | $33.27 | 5,623 |
| Form 4 – 2025-06-16 | 2025-06-12 | Award (Common Stock) | 2,166 | $39.23 | 7,789 |
Governance Assessment
- Board effectiveness and engagement: Independent, active committee service (Compensation; Nominating & Governance) with >75% attendance in 2024; tenure of two years aligns with Board’s mix of fresh perspectives and continuity .
- Compensation oversight quality: As a Compensation Committee member, oversees a program with clear financial/safety goals (NIBT, TRIR, FCF) and LTI tied to EBITDA Margin; clawback policy in place; maximum payout caps and ownership requirements strengthen alignment .
- Ownership alignment: Holds 5,623 shares as of 4/10/2025; at the 12/31/2024 price of $48.26 this approximates $271k in value, exceeding the 3× cash retainer guideline ($195k); company prohibits hedging/pledging and requires 100% net share retention until guideline is met .
- Independence/Conflicts: Board affirms independence; related-party transactions policy in place and none were disclosed since Jan 1, 2024; her appointment 8-K indicates no related-party arrangements; Compensation Committee interlocks: none .
- Director compensation mix: 2024 equity ($80k) modestly exceeded cash fees ($71,813), favoring equity-based alignment; fee schedule updates in June 2024 increased retainers/committee fees but annual equity award remained $80k .
- Shareholder confidence signals: Company reports strong support in 2024 say‑on‑pay; continues annual advisory votes and uses independent consultant (Willis Towers Watson) to review programs .
RED FLAGS
- None observed in filings: no related-party transactions, no hedging/pledging, no attendance shortfalls, no compensation committee interlocks, and no disclosed controversies involving the director .
Appendix: Board and Committee Context
- Board independence: 6 of 7 directors independent; only the CEO is not independent .
- Committee independence: All committee members are independent; regular executive sessions of independent directors .
- Lead director and oversight: Lead Independent Director in place; risk oversight includes Audit focus on cybersecurity; Compensation on HCM and executive pay; Nominating on governance and succession .