Keith Larson

About Keith Larson

Keith Larson (age 67) is an independent director of NWPX and Chair of the Audit Committee, serving on the Board since May 2007 (18 years of service). He is a retired Vice President of Intel Corporation and Senior Managing Director at Intel Capital (22 years, retired April 2019), with deep experience in management, technology, cybersecurity, public policy, manufacturing, and supply chain. He attended UCLA and holds a BS in Business Administration, Accounting (Cum Laude) from the University of Southern California . He is currently a director at AST SpaceMobile, Inc. and previously served on the board of Rogers Corporation (Dec 2020–May 2023) .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; member of Compensation Committee and Environmental & Social Governance (ESG) Committee . The Audit Committee members are Larson (Chair), Franson, Roman .
• Independence: Board determined Larson is independent under Nasdaq standards; all directors except the CEO are independent .
• Attendance and engagement: Board met nine times in 2024; each director attended >75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting . Audit Committee met eight times in 2024; Compensation Committee met four times; ESG Committee met four times; Nominating & Governance Committee met four times .
• Risk oversight and expertise: Audit Committee oversees data protection and cybersecurity; audit chair earned a cybersecurity risk certification, enhancing Board oversight of evolving cyber threats . The Board and committees have defined risk oversight responsibilities including related-party transaction review (Audit Committee) and executive share ownership requirements (Nominating & Governance Committee) .

Fixed Compensation

• Director fee schedule (effective June 2024): Annual retainer $65,000; Audit Chair $20,000; Compensation Committee member $7,500; ESG Committee member $5,000. Chair of the Board $135,000; Lead Director $25,000; other committee chair/member fees as listed .

• Larson’s reported director compensation:

Performance Compensation

• Annual equity grants to nonemployee directors: $80,000 payable solely in common stock; June 13, 2024 grant of 2,404 shares to Larson (fair value recognized for 2024) .
• Company performance metrics overseen by the Compensation Committee (context for Larson’s committee role):

• Options: Company does not generally award options; grants equity annually in late March/early April; no option timing policies currently because options are not generally awarded .

Other Directorships & Interlocks

• Current public company boards: AST SpaceMobile, Inc. .
• Prior public company boards: Rogers Corporation (Dec 2020–May 2023) .
• Compensation Committee interlocks: None; no executive officers at other entities served on a committee or board where NWPX executives served, and committee members (including Larson) have never been officers or employees of NWPX .

Expertise & Qualifications

• Skills highlighted: Management, operational, technology, networking, cybersecurity; public policy and global economic indicators; risk assessment and financial administration; manufacturing, product design, and supply chain .
• Board skillset matrix includes innovation and technology, AI, risk management, financial expertise, cybersecurity, and public company board experience .
• Audit Committee “financial expert” designation for each member per SEC rules .

Equity Ownership

• Beneficial ownership (as of April 10, 2025): 19,318 shares; less than 1% of outstanding common stock .
• Ownership guidelines: Directors must own shares equal to 3x annual cash retainer; 5 years to achieve; until met, must retain 100% of net after-tax vested shares; hedging and pledging of company stock prohibited .
• Hedging/pledging: Prohibited by policy for directors .

Insider Trades (Form 4)

Governance Assessment

• Strengths: Long tenure and audit leadership, cybersecurity certification, and SEC “financial expert” status support robust financial and risk oversight; clear independence under Nasdaq rules; strong attendance record; active participation on Compensation and ESG committees; prohibition of hedging/pledging and robust stock ownership requirements enhance alignment .
• Incentives and alignment: Director compensation balanced between fixed cash retainers/committee fees and equity-only annual grants; equity awards are time-based, promoting ownership but not short-term risk-taking; company-level performance metrics for executive compensation (EBITDA Margin, net income before tax, safety, FCF) indicate a focus on durable performance, which Larson helps oversee as a Compensation Committee member .
• Conflicts/related-party exposure: No related party transactions >$120,000 since Jan 1, 2024; Audit Committee reviews any related transactions; no compensation committee interlocks disclosed; no hedging/pledging allowed (reduces misalignment risk) .
• Signals for investors: Governance practices include annual self-assessments, defined risk oversight, and strong independence profile; 2024 board workload increased (nine meetings), and audit met eight times, suggesting engaged oversight; Larson’s recent continuation and leadership on audit and comp committees indicate continuity in financial oversight and pay governance .

RED FLAGS: None disclosed specific to Larson. No related-party transactions; no hedging/pledging; attendance above thresholds; committee interlocks absent .