Michael Wray
Senior Vice President and General Manager of Precast Infrastructure and Engineered Systems at NWPX Infrastructure
Executive
About Michael Wray
Michael Wray is Senior Vice President and General Manager of Precast Infrastructure and Engineered Systems at NWPX. He was 50 years old as of December 31, 2023 and has served in his current SVP/GM role since November 2021 after joining as VP & GM of Geneva Pipe in February 2020 . Company performance during his tenure included record 2024 revenue (under current segment configuration), gross profit, and gross margin; EBITDA Margin was 13.6% in 2024, and TSR for the $100 index stood at $144.88 for 2024, with the share price rising to $48.26 from $30.26 in 2023; NWPX ranked first in TSR among its 11‑company peer set in 2024 and third over five years .
Past Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| Northwest Pipe Company (Geneva Pipe) | Vice President & General Manager, Geneva Pipe | Feb 2020–Nov 2021 | Led Geneva Pipe business within NWPX’s precast portfolio . |
| Northwest Pipe Company | Senior Vice President & General Manager, Precast Infrastructure and Engineered Systems | Nov 2021–Present | Executive responsible for the Precast Infrastructure and Engineered Systems segment . |
External Roles
- Not disclosed in company filings reviewed.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 308,275 | 338,575 | 357,616 |
| All Other Compensation ($) | 11,676 | 14,958 | 15,587 |
| Total ($) | 894,029 | 840,396 | 1,055,470 |
Notes:
- “All Other” for Wray includes 401(k) contributions, life insurance premiums, and a monthly phone allowance .
Performance Compensation
Annual Cash Incentive (Short‑Term Incentive Plan, 2024 design)
| Component | Weight | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|---|
| Adjusted Income Before Income Taxes | 90% | $17.25M (payout 25% for other NEOs) | $34.5M (payout 50% for other NEOs) | >$44.85M (payout 100% for other NEOs) | Incorporated into 93.7% payout for Wray |
| Total Recordable Incident Rate (TRIR) | 10% | 3.2 (payout 0% for other NEOs) | 2.7 (payout scaled) | <2.4 (payout 100% for other NEOs) | Incorporated into 93.7% payout for Wray |
| Free Cash Flow Modifier | ±5%/0%/−5%/−10% | < $11M = −10% | $22–$29M = 0% | > $29M = +5% | Applied to final payout; schedule above |
- Wray’s 2024 actual annual cash incentive payout was 93.7% of base salary (paid March 2025), which equated to $335,051 (vs. base $357,616), consistent with the Summary Compensation Table .
- 2024 target dollar for Wray’s non‑equity award was $178,808 (≈50% of base salary; 178,808/357,616), and maximum $375,497 (reflects top performance plus up to +5% FCF modifier) .
Long‑Term Incentives (PSAs/RSUs; 75% PSAs / 25% RSUs)
| Grant | Metric/Structure | Target Shares (Wray) | Vesting | Payouts/Status |
|---|---|---|---|---|
| PSAs granted Jun 16, 2022 | EBITDA Margin; 0–200% payout curve | 2,161 | Vested Mar 31, 2025 (2022–2024 period) | Paid at 118% of target |
| RSUs granted Jun 16, 2022 | Time‑based | 721 | Vested Jan 15, 2025 | Fully vested per schedule |
| PSAs granted Apr 8, 2023 | EBITDA Margin; 0–200% | 5,504 | 1/2 vested Mar 31, 2025 (2023–2024); 1/2 vests Mar 31, 2026 (2023–2025) | First tranche at 111% |
| RSUs granted Apr 8, 2023 | Time‑based | 1,835 | 1/2 vested Jan 15, 2025; 1/2 vests Jan 15, 2026 | As scheduled |
| PSAs granted Mar 28, 2024 | EBITDA Margin; 0–200% | 7,509 | 1/3 vested Mar 31, 2025; 1/3 Mar 31, 2026; 1/3 Mar 31, 2027 | FY2024 tranche paid at 133% |
| RSUs granted Mar 28, 2024 | Time‑based | 2,503 | 1/3 vested Jan 15, 2025; 1/3 Jan 15, 2026; 1/3 Jan 15, 2027 | As scheduled |
| PSUs granted Mar 27, 2025 (8‑K) | EBITDA Margin; 0–200% | 6,386 | 1/3 vest Mar 31, 2026/2027/2028 | Newly granted; subject to CIC terms and clawback |
| RSUs granted Mar 27, 2025 (8‑K) | Time‑based | 2,129 | 1/3 vest Jan 15, 2026/2027/Jan 14, 2028 | Newly granted; subject to CIC pro‑rata vesting |
PSA payout curve and LTI policy:
- EBITDA Margin payout curve: 0% <9.0%; 50% at 9.0%; 100% at 12.0%; 200% >16.9% .
- Annual equity mix: 75% PSAs / 25% RSUs, granted late March/early April; options generally not used .
2024 Stock vested (realized):
- Shares vested in 2024: 7,958; value realized on vesting $267,479 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 21,707 shares as of April 10, 2025; under 1% of outstanding shares . |
| Outstanding/Unearned Equity at 12/31/24 | 20,233 unearned shares/units; market value $976,445 (based on $48.26 close on 12/31/24) . |
| Options | No issued, vested, or outstanding stock options during 2024 . |
| Stock Ownership Guidelines | CEO: 3x salary; other NEOs: 1–2x salary (by position); 5 years to comply; must retain 100% of net after‑tax shares until in compliance . |
| Hedging/Pledging | Prohibited for directors/officers/employees . |
| Insider Trading Policy | Policy on trading/dispositions filed with 2024 Annual Report (Exhibit 19.1) . |
Employment Terms
| Term | Description |
|---|---|
| Employment Agreement | None; NWPX has not entered into employment agreements with NEOs . |
| Change‑in‑Control (CIC) Agreement | Term through July 31, 2025, auto‑renews annually unless notice; if CIC occurs during term, agreement runs for 2 years post‑CIC . |
| CIC Severance (Wray) | If terminated within 2 years post‑CIC without Cause or for Good Reason: lump sum equal to 1x base salary and 1x average bonus for prior 3 years; continued health/insurance benefits; equity awards accelerate unless awards specify otherwise . |
| Good Reason / Cause | Good Reason includes adverse role change, salary reduction/nonpayment, relocation >25 miles, plan discontinuation, successor non‑assumption, or material breach; Cause includes willful failure to perform after notice and certain illegal conduct . |
| 280G/Parachute Payments | No excise tax gross‑ups; executive may elect reduced amount to avoid parachute treatment; if deemed parachute, executive pays taxes . |
| Clawback | Incentive Compensation Recovery Policy adopted Sept 14, 2023 per Nasdaq Rule 10D‑1; recoupment for restatements without regard to fault . |
Estimated potential payments upon termination after a CIC (as of 12/31/2024):
| Component | Amount ($) |
|---|---|
| Base Salary | 361,088 |
| Bonus | 206,947 |
| Equity Incentive Plan Awards | 1,013,799 |
| Health and Insurance Benefits | 72,000 |
| Total | 1,653,834 |
Compensation Structure and Realized Pay (Multi‑Year)
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | 265,803 | 312,709 | 347,216 |
| Non‑Equity Incentive ($) | 308,275 | 174,154 | 335,051 |
Observations:
- 2024 STI paid at 93.7% of salary; target for “other NEOs” is 50% of salary at plan target (Wray’s target dollars $178,808 ≈50% of his base), with a +5%/−10% FCF modifier .
- LTI remains primarily PSAs (EBITDA Margin metric) with multi‑year vesting and capped payouts; 2024 PSA FY tranche paid at 133% reflecting strong EBITDA Margin performance .
- No stock options and no option repricing; payout caps and clawback in place; hedging/pledging prohibited .
Governance, Peer Group, and Say‑on‑Pay
- Compensation Committee members in 2024: Michael Franson, Keith Larson, Irma Lockridge; all independent; Willis Towers Watson retained in 2024 for a market review .
- Benchmarking approach: Committee considers broad market survey data and peer proxy reviews; no fixed percentile target policy .
- TSR peer group (for stock performance comparisons) included Badger Meter, Concrete Pumping Holdings, DMC Global, Great Lakes Dredge & Dock, Insteel Industries, L.B. Foster, Lindsay, Luxfer, Mueller Water Products, NN, and Orion; adjustments in 2024 noted; NWPX TSR ranked first for 2024 and third over five years .
- Say‑on‑Pay: Shareholders expressed strong support at the 2024 Annual Meeting, and the Committee continued current practices .
Risk Indicators & Red Flags
- No employment contract; CIC agreements are double‑trigger with standard protections; no excise tax gross‑ups; clawback policy adopted .
- No options outstanding; no repricing; hedging/pledging prohibited by policy .
- Related‑party transactions and legal proceedings specific to Wray not disclosed in reviewed sections.
Investment Implications
- Alignment: Wray’s pay is heavily performance‑linked via a 90% profit/10% safety STI with an FCF modifier and PSAs tied to EBITDA Margin, with recent PSA tranches paying above target (118%–133%); this suggests strong alignment to profitability, cash generation, and safety .
- Vesting/Supply Overhang: Upcoming vesting dates in January (RSUs) and March (PSAs) each year through 2027–2028 could create periodic sell‑to‑cover activity; 2024 realized vesting was 7,958 shares for Wray .
- Retention and CIC Exposure: Double‑trigger CIC with 1x salary and 1x average bonus plus equity acceleration is moderate; agreement auto‑renews annually, reducing retention risk while limiting shareholder dilution risks via capped incentives and clawback .
- Performance Signal: 2024 records in revenue and margin and top‑quartile TSR vs. peers (first for 2024) under current leadership provide a constructive backdrop for incentive payouts and support investor confidence in continued execution of the Precast growth strategy .