Michael Franson
About Michael Franson
Michael Franson (age 70) is Lead Independent Director at NWPX, chair of the Compensation Committee, and a member of the Audit Committee; he is affirmatively determined independent under Nasdaq standards. He has served on the Board since August 2016 (prior service 2001–2005 and 2007–2014), bringing deep M&A and corporate finance expertise from senior roles at KPMG Corporate Finance, St. Charles Capital, and Wallach Company/KeyBanc; he holds a BS in Marketing (CSU Chico) and an MBA in Finance (University of Oregon). As Lead Director since August 2016, he coordinates independent directors and supports board effectiveness; responsibilities include executive session agendas, CEO evaluation, and governance oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG Corporate Finance LLC | Managing Director & Global Head of Technology M&A | 2014–2016 | Led tech M&A practice; corporate finance leadership; deal execution oversight |
| St. Charles Capital LLC | Co‑Founder & President | 2005–2014 | Built M&A and capital raising platform; strategic advisory leadership |
| Wallach Company (sold to KeyCorp/KeyBanc Capital Markets) | Managing Director | 2000–2005 | Investment banking; financial advisory; capital markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harrison Co. (boutique investment bank) | Senior Advisor | Since 2021 | Advisory capacity; not disclosed as related-party |
| Independent consultant | M&A and strategic finance advisor | Since July 2016 | Independent advisory; not disclosed as related-party |
| Other public company boards | — | — | None |
Board Governance
- Committee assignments: Compensation (Chair) and Audit; Lead Independent Director retained even after Board Chair became independent to reinforce independence principles.
- Lead Director responsibilities include coordinating independent directors, executive session leadership, CEO performance evaluation input, and advising Chair on board information quality/timeliness.
- Independence: Board determined Franson and all non‑executive directors are independent per Nasdaq standards and internal guidelines.
- Audit Committee: all members are independent and designated “audit committee financial experts.”
- Attendance: Board held nine meetings in 2024; each director attended >75% of Board and applicable committee meetings and attended the 2024 annual meeting.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑Chair) | $65,000 | Effective June 2024 adjustment from $55,000 |
| Lead Director cash fee | $25,000 | Annual fee |
| Compensation Committee Chair fee | $15,000 | Annual fee (increased from $12,000) |
| Audit Committee member fee | $10,000 | Annual fee (increased from $8,000) |
| Total cash fees earned (2024) | $107,500 | As reported in director compensation table |
Performance Compensation
| Equity Instrument | Grant Date | Shares/Units | Grant Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Common Stock (annual director grant) | June 13, 2024 | 2,404 shares | $80,000 | Paid solely in shares under equity plan; vesting terms not specified for directors |
Company Pay‑for‑Performance Architecture overseen by Compensation Committee (context for governance)
| Metric | Threshold | Target | Maximum | Payout Mechanics |
|---|---|---|---|---|
| Short‑Term Incentive: Adjusted Income Before Income Taxes (CEO/CFO/EVP/Other NEO) | $17.25M (50%/30%/25%) | $34.50M (100%/60%/50%) | >$44.85M (200%/120%/100%) | 90% weighting; straight‑line interpolation |
| Short‑Term Incentive: Total Recordable Incident Rate | >3.2 (0%) | 2.7 (10% tranche) | <2.4 (10% tranche at max) | 10% weighting; safety linkage |
| STIP Free Cash Flow Modifier | < $11M (‑10%) | $11–22M (‑5%) | $22–29M (0%) | > $29M (+5%) |
| Long‑Term PSAs: EBITDA Margin Performance | <9.0% (0%) | 12.0% (100%) | >16.9% (200%) | Three tranches over FY24–FY26; straight‑line interpolation |
2024 STIP payouts (for context): CEO 187.4%, CFO/EVP 112.4%, other NEOs 93.7% of base salary.
Other Directorships & Interlocks
- Current public company boards: None.
- Compensation Committee interlocks/insider participation: None in 2024; all committee members independent and no cross‑board interlocks with executives.
Expertise & Qualifications
- Significant management and finance experience; extensive M&A execution; corporate finance, investment banking, capital raising, financial advisory; IT expertise.
- Lead Director experience since 2016, with strong governance, risk oversight support, and independent board leadership.
- Public company board experience (current | past) reflected in Board skillset matrix; broad strategic, risk, and financial competencies.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Michael Franson | 21,865 | <1% | As of April 10, 2025; director and executive group ownership policy applies |
| Director stock ownership guideline | — | — | Directors expected to own ≥3x annual cash retainer; five‑year compliance window; 100% net after‑tax shares retained until met |
| Hedging/Pledging | — | — | Prohibited for directors and officers by policy |
Governance Assessment
- Strengths: Independent Lead Director role retained to reinforce independence; Franson chairs Compensation Committee with explicit pay‑for‑performance design and safety/FCF modifiers; all audit members deemed financial experts; consistent >75% attendance; no related‑party transactions >$120k since Jan 1, 2024.
- Alignment: Annual director equity paid solely in stock; robust stock ownership requirements; anti‑hedging/pledging; clawback policy adopted consistent with Nasdaq 10D‑1.
- Compensation governance: Committee uses market surveys and retained Willis Towers Watson in 2024; shareholders expressed strong support for say‑on‑pay in 2024 (non‑binding).
- Potential conflicts: None disclosed; no other public boards; external advisory roles (Harrison Co.) not identified as related‑party exposure.
RED FLAGS: None evident in filings—no pledging/hedging, no related‑party transactions, no attendance issues, no option repricing; committee interlocks absent.