Saleh Sagr
About Saleh Sagr
Saleh N. Sagr is President and Chief Executive Officer of Perma-Pipe International Holdings (PPIH). He was appointed President on March 31, 2025 and became CEO effective June 7, 2025; he previously served as Senior Vice President, MENA (June 2021–March 2025) and joined PPIH in May 2019 as Vice President, MENA . He is age 55 and brings over 30 years of international operations and engineering leadership across energy and infrastructure, having co-founded and led a Saudi pipeline company and held roles at BrederoShaw from 1995–2005 . Company-level performance context includes a backlog of $138.1 million as of January 31, 2025 (up 102% YoY) and a 2024 TSR index value of 172 (value of a $100 investment), while net income was $8.983 million for 2024; these provide backdrop to pay-for-performance structures affecting PPIH executives, including Sagr .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Perma-Pipe International Holdings | President & CEO | Jun 2025–present | Principal Executive Officer certifications on 10-Qs; leads global operations and growth agenda . |
| Perma-Pipe International Holdings | President | Mar 31, 2025–Jun 7, 2025 | Transitioned from SVP MENA to President to bifurcate COO-like role from CEO; groundwork for CEO succession . |
| Perma-Pipe International Holdings | SVP, MENA | Jun 2021–Mar 2025 | Oversaw U.A.E., Saudi Arabia, India, and Egypt operations in MENA region . |
| Perma-Pipe International Holdings | VP, MENA | May 2019–Jun 2021 | Led regional commercial/operational execution in MENA . |
| Global Anti Corrosion Techniques Co. Ltd (Saudi Arabia) | General Manager, Co‑founder | 2005–2019 | Built and led Saudi pipeline company prior to joining PPIH . |
| BrederoShaw | Engineering/Startups/Operations roles | 1995–2005 | Operations and engineering leadership in pipeline coatings/solutions . |
External Roles
- Not disclosed as current public-company directorships. Prior external operating roles summarized above; no current outside public boards noted .
Fixed Compensation
| Item | Detail | Period/Effective date |
|---|---|---|
| Base salary (President) | $410,000 annual base salary | Employment Agreement effective Mar 31, 2025 . |
| Target annual bonus (President) | 75% of base salary | Effective Mar 31, 2025 . |
| Target annual long-term incentives (President) | Total target equal to 100% of base (cash performance award + restricted stock); pro‑rata vest over 3 years | Effective Mar 31, 2025 . |
| Employment term (President) | Initial 1 year; auto-renews annually | Effective Mar 31, 2025 . |
| Updated base salary (CEO) | $450,000 annual base salary | New Employment Agreement effective Sep 9, 2025 . |
| Target annual bonus (CEO) | 100% of base salary | Effective Sep 9, 2025 . |
| Target annual long-term incentives (CEO) | Total annual target equal to 100% of base (cash performance + restricted stock); RSs vest pro‑rata over 3 years | Effective Sep 9, 2025 . |
| Employment term (CEO) | Initial 3 years; automatic annual renewals up to two successive 1‑year terms | Effective Sep 9, 2025 . |
| 2024 actual salary paid | $303,153 | Fiscal 2024 Summary Compensation Table . |
| 2024 all other comp (expatriate allowances) | $73,630 | Fiscal 2024 SCT . |
Performance Compensation
Short‑Term Incentive Plan (STIP) – 2024
| Metric | Weighting | Target | Actual/Result | Payout (USD) | Vesting |
|---|---|---|---|---|---|
| Adjusted EBT (Company) | 100% | Company operating plan targets | 104.7% of target achieved for 2024 | $186,075 (calculated as total non‑equity incentive $244,605 less LTIP cash $58,530) | Cash in 2025; no vesting schedule . |
Notes: 2024 STIP goals for NEOs were 100% based on Company Adjusted EBT; achievement of 104.7% drove payouts .
Long‑Term Incentive Plan (LTIP)
| Component | Metric/Terms | Target opportunity | Earnout mechanics | Vesting | 2024 Earned (USD) |
|---|---|---|---|---|---|
| Performance Cash | Return on Equity over 3‑year performance period (e.g., 2024–2026); 80% minimum for service; up to 150% for above‑target ROE; formulaic (no Board discretion) | Part of “total annual target equal to 100% of base” (President and CEO agreements) and 45% performance‑based in Sagr’s employment agreement summary | 80–150% of target based on multi‑year ROE | Paid in three equal installments over the period (subject to service and performance) | $58,530 for 2024 portion . |
| Time‑based Equity | Restricted stock | Part of “total annual target equal to 100% of base”; 45% time‑based per employment agreement summary | N/A | Vests ratably over 3 years | Grant date and shares detailed below . |
Sources: LTIP design, metrics, and vesting terms ; Sagr’s mix described as 45% performance‑based and 45% time‑based in employment agreement summary .
2024 Grants and Outstanding Awards
| Grant date | Award type | Shares | Vesting schedule |
|---|---|---|---|
| Jul 25, 2024 | Restricted stock | 7,334 shares | 1/3 per year over 3 years . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of Apr 28, 2025) | 21,803 shares; less than 0.5% of outstanding (7,982,568 shares outstanding) . |
| Ownership guidelines | Executive Officers: 1.5x annual base salary; compliance window 5 years from promotion . |
| Sagr guideline status | Not yet achieved; fair value of shares owned on grant date $213,072 vs. guideline multiple 1.5x; shortfall $(241,658); has until Mar 31, 2030 to comply (promoted Mar 31, 2025) . |
| Hedging/Pledging | Prohibited for NEOs/directors (anti‑hedging/pledging policy) . |
| 10b5‑1 trading plans | During quarter ended Jul 31, 2025, no directors or executive officers adopted/terminated Rule 10b5‑1 or non‑Rule 10b5‑1 trading arrangements . |
| Options | No stock options disclosed for Sagr (beneficial ownership table shows zero options) . |
Unvested Restricted Stock Detail (as of Jan 31, 2025)
| Tranche | Shares | Vesting date | Market value at $15.19 (1/31/2025) |
|---|---|---|---|
| Unvested RS | 1,925 | Jun 22, 2025 | $29,241 |
| Unvested RS | 1,731 | Jun 22, 2025 | $26,294 |
| Unvested RS | 500 | Jun 22, 2025 | $7,595 |
| Unvested RS | 2,444 | Jul 25, 2025 | $37,124 |
| Unvested RS | 500 | Jun 22, 2026 | $7,595 |
| Unvested RS | 1,926 | Jun 22, 2026 | $29,256 |
| Unvested RS | 2,445 | Jul 25, 2026 | $37,140 |
| Unvested RS | 2,445 | Jul 25, 2027 | $37,140 |
Employment Terms
| Term | Provision |
|---|---|
| Role and location | Appointed President Mar 31, 2025; based in U.A.E.; later appointed CEO effective Jun 7, 2025 . |
| Contract term (President) | Initial 1‑year term from Mar 31, 2025; auto 1‑year renewals . |
| Contract term (CEO) | Initial 3‑year term from Sep 9, 2025; automatic annual renewals up to two successive 1‑year terms . |
| Severance | Up to 1x base salary + short‑term incentive compensation and continuation of benefits if terminated without cause or resigns for good reason . |
| Change‑of‑control (COC) | Double trigger required: COC plus termination without cause or resignation for good reason; accelerated vesting under agreements is double trigger . |
| Clawback | Company recoupment policy for restatements or misconduct; methods include reimbursement of cash incentives, recovery of gains on equity, cancellation of awards, offsets, etc. . |
| Non‑compete / restrictive covenants | Executive retirement conditions include 3‑year confidentiality and non‑solicitation/non‑compete agreements tied to ongoing equity vesting, with clawback . |
| Insider trading policy | Advance notice required for transactions; no hedging, pledging, short sales, or margin purchases . |
Compensation Structure Analysis
- Cash vs equity mix and target opportunity: As President, target bonus increased from 75% (3/31/2025) to 100% upon CEO agreement (9/9/2025); LTIP target remains 100% of base with three‑year vesting, indicating increased at‑risk compensation with CEO role while maintaining multi‑year performance alignment through ROE‑based cash LTIP and time‑based equity .
- Performance metrics: STIP is 100% company Adjusted EBT (104.7% achieved in 2024), LTIP cash is formulaic vs three‑year ROE (80%–150% of target), limiting discretion and enhancing pay-for-performance linkages .
- Discretion and repricing: No discretion allowed for LTI payout; no option repricing disclosed; minimum vesting period of 1 year under 2024 plan mitigates short-termism .
- Benchmarking and peer group: Compensation program reviewed with Willis Towers Watson in early 2025; total direct compensation benchmarked and found 19% below 50th percentile; Custom Peer Group disclosed for market practices and investor capital competition .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (reduces misalignment/forced-sale risk); disclosure indicates no 10b5‑1 plans adopted or terminated in the quarter ended Jul 31, 2025 (lower near‑term structured selling pressure) .
- Clawback policy broadened beyond restatements to include misconduct causing financial or reputational harm, enhancing accountability .
- Related‑party transactions: None in 2024 .
- Leadership transition: CEO handoff occurred June 2025; governance framework includes separated President/CEO roles and refreshed committees/charters .
Equity Ownership & Guideline Compliance
| Measure | Value |
|---|---|
| Shares beneficially owned | 21,803 (as of Apr 28, 2025) . |
| % of outstanding | Less than 0.5% (7,982,568 shares outstanding) . |
| Ownership guideline | 1.5x base salary; status: not yet achieved; shortfall $(241,658) at grant‑date values; compliance due by Mar 31, 2030 . |
Performance & Track Record
- Experience: Over 30 years in operations/engineering leadership in energy and infrastructure; co‑founded and led a Saudi pipeline company; prior roles at BrederoShaw .
- Company context (FY2024): Backlog $138.1m (up 102% YoY), TSR index 172, net income $8.983m; provides a rising performance backdrop for incentive achievement and CEO transition in 2025 .
Investment Implications
- Alignment: Sagr’s updated CEO agreement increases at‑risk pay (target bonus 100% of base) and preserves a meaningful multi‑year ROE metric and three‑year equity vesting, supporting pay-for-performance and retention through 2028 under the initial three‑year term .
- Selling pressure: No hedging/pledging allowed and no 10b5‑1 plan adoption in the July 2025 quarter reduce near‑term insider selling risk; however, he has not yet met ownership guidelines (compliance due by 2030), implying ongoing share accumulation and reduced net sales until compliant .
- Retention risk: CEO agreement term (3 years with renewals), severance protection, and double‑trigger COC terms lower involuntary turnover risk; non‑compete/retirement conditions and clawback further tie ongoing equity to compliant service, supporting continuity .
- Execution: Deep MENA operational background aligns with PPIH’s growth in international markets; continued emphasis on Adjusted EBT and ROE in incentives should drive disciplined profitability and capital returns, though reliance on a single STIP metric (Adjusted EBT) concentrates performance risk if macro project timing shifts .