Richard Roman
About Richard Roman
Richard “Rich” Roman, age 73, has served on the NWPX Board since January 2003 and as Chairperson since January 2013; he is currently deemed independent (since October 1, 2021) following prior employment as CEO and President . Roman’s credentials include service as NWPX CEO (March 2010–December 2012) and President (October 2010–December 2012), President of Columbia Ventures Corporation, and earlier a partner at Coopers & Lybrand; he holds a BA in History and Economics from Grinnell College and an MBA from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwest Pipe Company | Chief Executive Officer | Mar 2010 – Dec 2012 | Led operations and strategy; positioned for post-2012 leadership transition |
| Northwest Pipe Company | President | Oct 2010 – Dec 2012 | Oversaw corporate finance, manufacturing operations, planning, and regulatory issues |
| Columbia Ventures Corporation | President | Dates not disclosed; prior to joining CVC in 1992 he was at Coopers & Lybrand | International metals and telecom focus; finance and capital markets experience |
| Coopers & Lybrand | Partner | Pre-1992 (prior to CVC) | Audit and financial reporting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current other public company directorships disclosed for Roman |
Board Governance
- Independence: Board determined Roman is independent under Nasdaq rules as of October 1, 2021; he previously was not independent due to prior employment until that date .
- Leadership: Chairperson of the Board (since Jan 2013); Board maintains a separate Lead Independent Director (Michael Franson) to reinforce independence .
- Committees: Member, Audit Committee; Audit Committee comprises independent directors and all members qualify as “audit committee financial experts” .
- Meetings/Attendance: Board held nine meetings in 2024; each director attended >75% of Board and applicable committee meetings and all directors attended the 2024 Annual Meeting .
- Executive Sessions & Structure: Regular executive sessions of independent directors; annual Board self-assessment; all committee members are independent .
- Risk Oversight: Board oversees enterprise risk; Audit (cyber, compliance, financial controls, related-party review), Compensation (human capital and pay), ESG Committee, and Nominating & Governance (succession, governance) .
Fixed Compensation
| Component | Amount | Date/Detail |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $139,000 | Includes Chair retainer and committee fees per approved schedule |
| Stock Awards (2024) | $80,000 | Annual equity paid solely in common stock under equity plan |
| Total (2024) | $219,000 | Summary of 2024 director compensation |
| Director Cash Fee Schedule | Pre-Jun 2024 | Effective Jun 2024 |
|---|---|---|
| Chairperson annual retainer | $125,000 | $135,000 |
| Annual retainer (non-Chair) | $55,000 | $65,000 |
| Lead Director | $25,000 | $25,000 |
| Audit Chair | $20,000 | $20,000 |
| Audit member | $8,000 | $10,000 |
| Compensation Chair | $12,000 | $15,000 |
| Compensation member | $6,125 | $7,500 |
| ESG Chair | $10,000 | $10,000 |
| ESG member | $5,000 | $5,000 |
| Nominating & Governance Chair | $10,000 | $10,000 |
| Nominating & Governance member | $5,000 | $5,000 |
| Equity Grant Detail | Shares | Grant Date | Notes |
|---|---|---|---|
| Annual Director Stock Grant (2024) | 2,404 shares | Jun 13, 2024 | Value recognized for 2024 financial reporting purposes |
Performance Compensation
| Metric | Target/Definition | Applicability to Directors |
|---|---|---|
| Performance-linked director compensation | Not disclosed | NWPX directors receive annual stock grants; no performance metrics tied to director equity disclosed |
Note: Performance metrics (EBITDA Margin, NIBT, TRIR, FCF) apply to executive incentive plans, not to nonemployee director compensation .
Other Directorships & Interlocks
| Company | Role | Interlocks/Committee roles |
|---|---|---|
| — | — | No other public company boards for Roman; no disclosed interlocks with competitors/suppliers/customers |
- Compensation Committee Interlocks: None; all 2024 members (Franson, Larson, Lockridge) were independent and no executive officer sat on another entity’s board whose executive served on NWPX’s Compensation Committee or Board .
Expertise & Qualifications
- Extensive understanding of NWPX’s organization from prior CEO/President tenure; expertise across corporate finance, insurance and risk management, M&A, capital markets, regulatory, and manufacturing operations .
- Board skills matrix indicates broad strategic skills, senior leadership, risk management, financial expertise, cybersecurity awareness, and public company board experience among NWPX directors; Roman serves as Chairperson .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Richard Roman | 31,275 | <1% (as marked “*” in proxy) |
- Stock Ownership Policy: Directors must accumulate shares equal to 3x annual cash retainer; executives have higher multiples; five-year compliance window; 100% of net-after-tax vested shares retained until guideline met; hedging and pledging prohibited .
- Insider Trading Policy: Policy filed with 2024 Annual Report; governs trading by directors/officers/employees .
Governance Assessment
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Strengths:
- Independent status with separation mechanisms (Lead Independent Director retained despite Chair’s independence) improves board balance and investor confidence .
- Audit Committee independence and expertise (all members “financial experts”) plus explicit related-party review reduces financial reporting and conflict risk .
- Clear director stock ownership requirements and anti-hedging/pledging policy align interests with shareholders .
- Attendance and engagement standards met; Board held nine meetings; Roman met >75% attendance; all directors attended the 2024 Annual Meeting .
-
Potential Conflicts/Red Flags:
- Legacy leadership influence: Roman’s long tenure and prior CEO/President role may present perceived entrenchment risk; mitigated by Lead Independent Director and independence determination as of Oct 1, 2021 .
- No related-party transactions >$120,000 involving directors since Jan 1, 2024 (low immediate conflict risk) .
-
Compensation & Alignment Signals:
- Director pay mix combines cash retainers (including Chair premium) with annual stock grants; 2024 cash ($139,000) and equity ($80,000) suggest balanced alignment without performance-linked components for directors .
- Policy-level clawbacks apply to executive incentive compensation; not applicable to director pay; overall governance signals are shareholder-friendly (no poison pill, special meeting threshold, repurchase authorization) .
-
Shareholder Feedback:
- Company reported strong support for executive compensation in the 2024 advisory vote, indicating constructive investor engagement; while not directly about director pay, it informs governance sentiment .
-
Committee Assignments:
- Roman sits on the Audit Committee; committee met eight times in 2024 and oversees cybersecurity, compliance, internal controls, auditor independence, and related-party reviews .
Overall: Roman’s independence, audit oversight role, and compliance with ownership-alignment policies support board effectiveness; legacy leadership history is a watchpoint, but structural safeguards (Lead Independent Director, committee independence, clawbacks, anti-hedging/pledging) mitigate governance risks .