Miles Brittain
About Miles Brittain
Miles Brittain (age 61) serves as Executive Vice President at NWPX; he has held this role since May 2021 after progressively senior operations leadership roles at the company since 2013 and more than 28 years in the steel industry, including EVRAZ North America/Claymont Steel, EVRAZ North America/Oregon Steel Mills, and National Steel Corporation . Company pay-versus-performance disclosures indicate EBITDA Margin of 13.6% in 2024 (11.4% in 2023; 13.6% in 2022) and a value-of-$100 TSR of 144.88 in 2024 (90.84 in 2023; 101.17 in 2022; 95.47 in 2021), reflecting execution against profitability and shareholder return benchmarks during his EVP tenure . In 2024, his short‑term incentive paid 112.4% of base salary ($483,442), and equity PSAs delivered above-target outcomes (2022 tranche 118%; 2023 half-tranche 111%; 2024 first tranche 133%), tying realized pay to EBITDA Margin performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northwest Pipe Company | Executive Vice President | May 2021–present | Senior operations leadership driving execution across business segments |
| Northwest Pipe Company | Vice President of Operations | Feb 2020–May 2021 | Led company-wide operations |
| Northwest Pipe Company | VP of Operations, Water Transmission Engineered Systems | Sep 2018–Feb 2020 | Operations leadership in engineered systems |
| Northwest Pipe Company | VP of Operations, Water Transmission | 2013–Sep 2018 | Plant and process oversight for water transmission |
| EVRAZ North America/Claymont Steel | Vice President & General Manager | Not disclosed | P&L and operations leadership |
| EVRAZ North America/Oregon Steel Mills | Director of Operations | Not disclosed | Multi-plant operations management |
| National Steel Corporation | Regional Director of Quality Assurance | Not disclosed | Quality systems oversight |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | Company filings reviewed did not disclose external board or officer roles for Miles Brittain |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $358,750 | $391,250 | $430,000 |
| All Other Compensation (401(k), life insurance, phone allowance) | $14,696 | $16,536 | $17,136 |
- Target STI structure for CFO and EVP: at target performance (Adjusted Income Before Taxes of $34,500,000 and TRIR of 2.7), payout equals 60% of base salary; maximum equals 120% and minimum equals 0% .
- No discretionary cash compensation was awarded in 2024 .
Performance Compensation
Short‑Term Incentive (STI) – 2024 Design and Outcome
| Component | Weighting | Target | Actual | Payout to Brittain | Timing |
|---|---|---|---|---|---|
| Adjusted Income Before Income Taxes | 90% | $34,500,000 (target) | Not disclosed | 112.4% of base salary (combined STI payout) | Cash paid March 2025 |
| Total Recordable Incident Rate (TRIR) | 10% | 2.7 (target) | Not disclosed | Included in 112.4% result | Cash paid March 2025 |
| Free Cash Flow Modifier | ±5% / 0% / −5% / −10% | >$29M / $22–$29M / $11–$22M / <$11M | Not disclosed | Applied as plan modifier (outcome not disclosed) | Applied to STI payout |
| STI Amounts (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non‑Equity Incentive Plan Compensation | $358,750 | $241,499 | $483,442 |
Long‑Term Incentive (LTI) – Grants and Vesting Mechanics
| Grant Year | PSAs (# at target) | RSUs (#) | Grant Date | PSA Metric | PSA Payout Scale | RSU Vesting |
|---|---|---|---|---|---|---|
| 2022 | 2,523 | 840 | Jun 16, 2022 | EBITDA Margin | 0–200% (9.0%→50%; 12.0%→100%; >16.9%→200%) | Vested Jan 15, 2025 |
| 2023 | 6,424 | 2,141 | Apr 8, 2023 | EBITDA Margin | 0–200% scale as above | 50% Jan 15, 2025; 50% Jan 15, 2026 |
| 2024 | 8,651 | 2,884 | Mar 28, 2024 | EBITDA Margin | 0–200% scale as above | 1/3 Jan 15, 2025; 1/3 Jan 15, 2026; 1/3 Jan 15, 2027 |
| Vesting Outcomes | Tranche | Date | Payout/Result |
|---|---|---|---|
| 2022 PSAs | Full | Mar 31, 2025 | 118% payout vs target |
| 2023 PSAs | Half | Mar 31, 2025 | 111% payout vs target; remaining half scheduled Mar 31, 2026 |
| 2024 PSAs | One‑third | Mar 31, 2025 | 133% payout vs target; next tranches Mar 31, 2026 and Mar 31, 2027 |
| 2025 LTI (Approved Mar 27, 2025) | PSUs (# at target) | RSUs (#) | PSA/PSU Vesting | RSU Vesting |
|---|---|---|---|---|
| Miles Brittain | 7,781 | 2,594 | 1/3 on Mar 31, 2026; 1/3 on Mar 31, 2027; 1/3 on Mar 31, 2028, based on EBITDA Margin | 1/3 on Jan 15, 2026; 1/3 on Jan 15, 2027; 1/3 on Jan 14, 2028 |
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Change‑in‑control treatment for awards: PSAs/PSUs become immediately vested based on performance results through the change‑in‑control date unless substituted/continued; RSUs immediately vest on a pro‑rata basis unless substituted/continued .
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2024 total equity grant date fair value to Brittain: $400,034 (PSAs $300,017; RSUs $100,017) .
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Stock options: none issued/vested/outstanding in 2024 .
Equity Ownership & Alignment
| Ownership & Awards | Latest |
|---|---|
| Beneficial ownership (Apr 10, 2025) | 33,725 shares; “*” less than 1% of outstanding |
| Unvested/unearned equity awards (12/31/2024) | 23,463 shares; market/payout value $1,132,324 (based on $48.26 closing price) |
| Shares acquired on vesting in 2024 | 10,571 shares; value realized $355,554 |
| Net shares delivered from 2024 vesting (after tax) | 6,217 shares |
| Stock Ownership Policy | Requirement |
|---|---|
| Ownership guideline | CEO: 3× salary; other NEOs: 1–2× salary (position‑dependent) |
| Time to reach guideline | 5 years from hire/promotion; until achieved, must retain 100% of net after‑tax shares from vesting |
| Hedging/Pledging | Prohibited for executive officers and directors |
Employment Terms
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Employment agreements: none; the company has not entered into employment agreements with its NEOs .
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Change‑in‑control agreements: automatic one‑year extensions each July 31 unless 90‑day notice; remain in effect until two years after a change in control .
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Double‑trigger severance: if terminated within two years after a change in control without Cause or for Good Reason, cash severance equals two years of base salary (one year for certain SVPs; CEO three years) plus a multiple of the three‑year average cash bonus (two times for CFO/EVP; one time for certain SVPs; three times for CEO); continuation of health/insurance benefits; and immediate vesting of outstanding equity unless award terms provide otherwise .
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Definitions and protections: “Good Reason” covers adverse changes in status/comp, relocation >25 miles, failure to continue benefit plans, failure to have successor assume obligations, or material breach; “Cause” includes willful failure to perform after notice and certain illegal conduct .
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Clawback: the company may recapture equity incentive amounts if financials are restated due to misconduct; formal Incentive Compensation Recovery Policy adopted Sep 14, 2023 to comply with Nasdaq Rule 10D‑1 .
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280G excise taxes: no tax gross‑ups; executives may elect reduced payments to avoid “parachute payment”; executives are responsible for any resulting taxes .
| Potential Payments Upon Termination After Change in Control (as of 12/31/2024) | Amount (USD) |
|---|---|
| Base Salary (severance) | $880,000 |
| Bonus (two times three‑year average) | $514,895 |
| Equity Incentive Awards (accelerated) | $1,175,566 |
| Health and Insurance Benefits | $34,000 |
Compensation Structure Analysis
- Pay mix and design: 2024 equity awards comprised 75% PSAs and 25% RSUs, emphasizing performance leverage via EBITDA Margin; STI places 90% weight on profitability (Adjusted Income Before Taxes) and 10% on safety (TRIR), with a free cash flow modifier up to ±5% .
- Realized pay linkage: 2024 STI paid 112.4% of base to Brittain ($483,442), reflecting business performance; PSAs delivered above‑target payouts (118% for 2022 grant; 111% for 2023 half‑tranche; 133% for 2024 first‑tranche), indicating sustained margin execution .
- Governance safeguards: hedging and pledging prohibited; no excise tax gross‑ups; formal clawback policy in place per Nasdaq 10D‑1 .
- Options risk: no stock options outstanding in 2024; equity is delivered via PSAs/RSUs, reducing option‑related risk and focusing alignment on margin and long‑term share value .
Performance & Track Record (Company Indicators During Tenure)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| EBITDA Margin (%) | 9.5 | 13.6 | 11.4 | 13.6 |
| Net Income (USD, thousands) | $11,523 | $31,149 | $21,072 | $34,206 |
| Total Shareholder Return – Value of $100 | 95.47 | 101.17 | 90.84 | 144.88 |
Investment Implications
- Alignment and incentives: Brittain’s pay is tightly linked to profitability and safety metrics with a FCF modifier, and PSAs keyed to EBITDA Margin have delivered above‑target outcomes—supportive for margin‑focused execution and investor alignment .
- Retention and selling pressure: Ownership guidelines require retaining 100% of net after‑tax shares until compliance, mitigating near‑term selling around recurring vest dates (Jan 15 and Mar 31); monitor Form 4s around these dates, as 2024 vesting delivered 10,571 shares (6,217 net) with $355,554 value .
- Change‑in‑control economics: Double‑trigger cash severance (2× salary and 2× average bonus) plus equity acceleration provisions create meaningful CoC optionality; equity acceleration is single‑trigger unless awards are substituted, which could influence trading behavior and governance considerations in event‑driven scenarios .
- Governance risk profile: No employment agreement, strong anti‑hedge/pledge rules, clawback policy, and no 280G gross‑ups reduce governance red flags; continued above‑target PSA payouts and high STI (112.4%) signal execution momentum but also raise expectations for sustaining EBITDA Margin performance .