Scott Montross
About Scott Montross
Scott Montross, age 60, is Director, President, and CEO of Northwest Pipe Company, serving as CEO since January 2013 after joining in May 2011 and serving as COO until December 2012; he holds a BA in Liberal Arts from Colgate University . Under his leadership, NWPX delivered record 2024 performance: net sales rose 10.8% to $492.5 million, diluted EPS reached $3.40, and EBITDA margin was 13.6% . The company reports a four-year revenue CAGR of 15% and 2024 TSR of $144.88 on a $100 base (2019 start), ranking first among peers in 2024 and third over five years, reflecting operational execution and strategic diversification into precast and engineered systems . Board governance features an independent Chair and a Lead Independent Director with regular executive sessions, balancing CEO oversight with independence; Montross is not an independent director and serves on no committees .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northwest Pipe Company | EVP & COO | 2011–2012 | Operational leadership preceding CEO role; foundation for turnaround and diversification |
| EVRAZ North America (Oregon Steel Division) | EVP, Flat Products Group | 2010–2011 | Commercial and operating leadership in steel; supply chain and product strategy experience |
| EVRAZ North America | VP & General Manager | 2007–2010 | P&L and operations management; manufacturing efficiency |
| Oregon Steel Mills, Inc. | VP of Marketing & Sales | 2003–2007 | Commercial growth, pricing, and market development in steel |
| National Steel Corporation | VP of Marketing & Sales | 2002–2003 | Strategic sales leadership in steel end-markets |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy lists no other public company directorships for Montross |
Board Governance
- Board service: Director since January 2013; not independent; no committee memberships .
- Structure and independence: Richard Roman (Chair) is independent since Oct 1, 2021; Michael Franson is Lead Independent Director since 2016; regular executive sessions of independent directors are held .
- Implications: Separation of CEO and Chair roles mitigates CEO+Chair dual-role risk; Montross’s non-independence is standard for CEOs, with lead director structure enhancing independent oversight .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $642,675 | $700,793 | $727,846 |
| All Other Compensation ($) | $13,748 (401k, life insurance) | $14,748 (401k, life insurance) | $1,548 (life insurance) |
Performance Compensation
Annual Cash Incentive (STI) Design and Outcomes
| Component | Weighting | Threshold | Target | Maximum | Actual 2024 Payout |
|---|---|---|---|---|---|
| Adjusted Income Before Income Taxes | 90% | $17.25m → 50% of base (CEO) | $34.5m → 100% of base (CEO) | >$44.85m → 200% of base (CEO) | CEO payout was 187.4% of base; paid Mar 2025 |
| Total Recordable Incident Rate (TRIR) | 10% | >3.2 → 0% | 2.7 → at-target | <2.4 → max | Company achieved 1.25 TRIR (record), supporting high payout |
| Free Cash Flow modifier | +5% if >$29m; 0% if $22–$29m; −5% if $11–$22m; −10% if <$11m | — | — | — | Applied to calculated payout; ranges per table |
| STI Results ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation | $899,745 | $720,939 | $1,363,842 |
Long-Term Equity Incentives (LTI)
| Instrument | Metric | Weight | Payout Curve | 2024 Grants | Vesting Schedule |
|---|---|---|---|---|---|
| Performance Share Awards (PSAs) | EBITDA Margin (before unusual items) | 75% of LTI grant value | <9% → 0%; 9% → 50%; 12% → 100%; >16.9% → 200% | 23,262 target PSAs (CEO) | 1/3 vests Mar 31, 2025 at 133%; 1/3 Mar 31, 2026 (2024–2025); 1/3 Mar 31, 2027 (2024–2026) |
| Restricted Stock Units (RSUs) | Service-based | 25% of LTI grant value | — | 7,754 RSUs (CEO) | 1/3 Jan 15, 2025; 1/3 Jan 15, 2026; 1/3 Jan 15, 2027 |
| Stock Awards (Grant-date Fair Value, $) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Stock Awards | $977,851 | $977,844 | $1,075,635 |
| PSA grant detail (shares; $) | 7,952 PSAs (2022); 17,210 PSAs (2023); 23,262 PSAs (2024); $806,726 (2024 PSA fair value) | ||
| RSU grant detail (shares; $) | 2,650 RSUs (2022); 5,737 RSUs (2023); 7,754 RSUs (2024); $268,909 (2024 RSU fair value) |
| 2024 Vesting & Realization | Shares Vested | Value Realized ($) | Net Shares Received (after tax) |
|---|---|---|---|
| CEO Stock Awards Vested (2024) | 32,295 | $1,086,753 | 19,118 |
Policies and safeguards:
- No stock options outstanding, issued, or vested in 2024; no option timing policy since options are not used .
- Clawback policy adopted Sep 14, 2023 per Nasdaq Rule 10D-1; applies to current and former executive officers .
- No excise tax gross-ups; no accelerated bonus payments upon CIC; incentive plans have maximum payout caps .
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Beneficial ownership (shares) | 85,860 shares |
| Shares outstanding (record date) | 9,905,797 shares |
| Ownership % of outstanding | ≈0.87% (85,860 ÷ 9,905,797) |
| Unvested equity awards (units) | 64,565 PSAs/RSUs unearned/not vested |
| Unvested equity market value (12/31/24) | $3,115,907 (at $48.26 closing price) |
| 2024 vested awards – net shares retained | 19,118 net shares after tax |
Ownership guidelines and restrictions:
- CEO stock ownership guideline: 3× base salary; executives/directors must retain 100% of net-after-tax shares until guideline met; hedging and pledging prohibited .
- Compliance indication: At 12/31/2024 price $48.26, CEO’s beneficial holdings ≈$4.14 million (85,860 × $48.26), exceeding 3× 2024 base salary ($2.18 million), indicating he meets/exceeds guideline .
Vesting Calendar (supply timing considerations):
- RSUs: Jan 15, 2025/2026/2027 (1/3 each) .
- PSAs: Mar 31, 2025/2026/2027 (1/3 each), payout based on EBITDA margin measurement windows .
Insider selling pressure indicators:
- Net shares received vs vested in 2024 show typical tax withholding; company policy requires retention until ownership guideline achieved and prohibits hedging/pledging, reducing forced-selling risks .
Employment Terms
- Employment agreements: None; NEOs, including the CEO, do not have employment contracts .
- Change-in-control agreements: Auto-renewing annually from July 31, 2025 unless notice; double-trigger severance (termination without Cause or for Good Reason within two years after CIC) .
- CEO CIC economics: 3× base salary and 3× average cash bonuses over prior three years; continuation of benefits; equity awards immediately fully vest unless award terms differ (PSAs vest based on performance through CIC; RSUs generally pro-rata if not assumed/continued) .
| Potential Payments Upon CIC Termination (as of 12/31/2024) | Base Salary | Bonus | Equity Awards | Health & Insurance |
|---|---|---|---|---|
| Scott Montross | $2,194,296 | $2,067,591 | $3,241,384 | $103,000 |
Definitions and protections:
- CIC includes 20%+ voting power acquisition, major asset sale, certain mergers, or board composition changes; Good Reason encompasses adverse changes in role, pay, location, benefits, successor assumption failures; executives may elect payment reduction to avoid parachute excise taxes; no tax gross-up provided .
Deferred compensation and retirement:
- Deferred Compensation Plan frozen; CEO had $9,773 aggregate earnings in 2024 and $179,104 balance; qualified 401(k) and limited perquisites (life insurance, phone allowance for others) .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($000s) | $31,149 | $21,072 | $34,206 |
| Net Income Before Income Taxes ($000s) | $41,350 | $29,279 | $42,371 |
| EBITDA Margin (%) | 13.6% | 11.4% | 13.6% |
| TSR (value of $100 since 12/31/2019) | $101.17 | $90.84 | $144.88 |
| Diluted EPS (FY) | — | — | $3.40 |
| Revenue (FY, $mm) | — | $444.4 | $492.5 |
Strategic achievements:
- Record 2024 revenue, gross profit, gross margin, and diluted EPS; strengthened SPP backlog including confirmed orders to $310 million and Precast order book to $61 million .
- Diversification via acquisitions (Ameron WTG 2018; Geneva 2020; ParkUSA 2021) underpinning resilience and growth; enhanced focus on EBITDA margin in LTI design .
- Safety performance integrated into incentives; TRIR 1.25 in 2024, a company record .
Compensation Committee & Peer Group
- Committee independence and oversight of executive/director compensation; use of independent consultant (Willis Towers Watson) in 2024 market review; broad market surveys and peer proxies considered; no fixed benchmark percentile targets .
- Pay practices: pay-for-performance mix, robust goals, clawbacks, ownership requirements; no hedging/pledging; no excise tax gross-ups; capped incentive payouts .
- Say-on-pay: shareholders expressed strong support at 2024 Annual Meeting; program continued with present policies/practices .
- Stock performance peer group (for TSR comparisons): Badger Meter, Concrete Pumping Holdings, DMC Global, Great Lakes Dredge & Dock, Insteel Industries, L.B. Foster, Lindsay, Luxfer Holdings, Mueller Water Products, NN, Inc., Orion Group; 2024 additions/removal as noted .
Director Compensation (for completeness)
- Montross receives no additional compensation for director service; non-employee director retainers and equity grants described separately; board met nine times in 2024 with directors attending >75% of meetings .
Investment Implications
- Alignment and incentives: High at-risk compensation with clear financial and safety metrics (NIBT, EBITDA margin, TRIR, FCF modifier) support pay-for-performance and capital discipline; clawbacks and anti-hedging/pledging policies strengthen governance and reduce misalignment risks .
- Retention and CIC risk: Absence of employment contracts but robust double-trigger CIC protections (3× salary and 3× bonus for CEO) and full equity vesting upon qualifying termination could raise retention value and potential transaction costs in a sale scenario; no tax gross-up limits shareholder-unfriendly outcomes .
- Trading signals: Recurring vest dates (Jan 15 and Mar 31) create predictable windows for equity settlement; 2024 net share retention indicates guideline adherence; share repurchase authorization up to $30 million and record performance may provide near-term support, though macro inputs (tariffs, rates) remain a factor .
- Execution track record: Record 2024 results, diversified backlog/order book, and peer-leading TSR in 2024 suggest operational momentum; sustained EBITDA-margin-linked LTI design aligns management focus with margin expansion, beneficial for equity holders if targets continue to be met .