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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/05/24 Northwest Pipe Co. 10-K 12/31/23 110:10M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.96M
2: EX-21.1 Subsidiaries List HTML 30K
3: EX-23.1 Consent of Expert or Counsel HTML 30K
8: EX-97 Clawback Policy re: Recovery of Erroneously HTML 46K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 36K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 31K
14: R1 Document And Entity Information HTML 100K
15: R2 Consolidated Statements of Operations HTML 97K
16: R3 Consolidated Statements of Comprehensive Income HTML 61K
17: R4 Consolidated Balance Sheets HTML 141K
18: R5 Consolidated Balance Sheets (Parentheticals) HTML 52K
19: R6 Consolidated Statements of Stockholders' Equity HTML 94K
20: R7 Consolidated Statements of Stockholders' Equity HTML 38K
(Parentheticals)
21: R8 Consolidated Statements of Cash Flows HTML 142K
22: R9 Consolidated Statements of Cash Flows HTML 31K
(Parentheticals)
23: R10 Insider Trading Arrangements HTML 40K
24: R11 Note 1 - Organization HTML 35K
25: R12 Note 2 - Summary of Significant Accounting HTML 93K
Policies
26: R13 Note 3 - Business Combinations HTML 62K
27: R14 Note 4 - Inventories HTML 40K
28: R15 Note 5 - Property and Equipment HTML 47K
29: R16 Note 6 - Goodwill and Intangible Assets HTML 59K
30: R17 Note 7 - Current Debt HTML 35K
31: R18 Note 8 - Credit Agreement HTML 43K
32: R19 Note 9 - Leases HTML 91K
33: R20 Note 10 - Fair Value Measurements HTML 71K
34: R21 Note 11 - Derivative Instruments and Hedging HTML 51K
Activities
35: R22 Note 12 - Stockholders' Equity HTML 41K
36: R23 Note 13 - Retirement Plans HTML 42K
37: R24 Note 14 - Share-based Compensation HTML 56K
38: R25 Note 15 - Commitments and Contingencies HTML 43K
39: R26 Note 16 - Revenue HTML 71K
40: R27 Note 17 - Income Taxes HTML 118K
41: R28 Note 18 - Accumulated Other Comprehensive Loss HTML 101K
42: R29 Note 19 - Segment Information HTML 83K
43: R30 Schedule II - Valuation and Qualifying Accounts HTML 51K
44: R31 Significant Accounting Policies (Policies) HTML 150K
45: R32 Note 2 - Summary of Significant Accounting HTML 46K
Policies (Tables)
46: R33 Note 3 - Business Combinations (Tables) HTML 59K
47: R34 Note 4 - Inventories (Tables) HTML 39K
48: R35 Note 5 - Property and Equipment (Tables) HTML 44K
49: R36 Note 6 - Goodwill and Intangible Assets (Tables) HTML 59K
50: R37 Note 9 - Leases (Tables) HTML 94K
51: R38 Note 10 - Fair Value Measurements (Tables) HTML 65K
52: R39 Note 11 - Derivative Instruments and Hedging HTML 44K
Activities (Tables)
53: R40 Note 14 - Share-based Compensation (Tables) HTML 48K
54: R41 Note 16 - Revenue (Tables) HTML 67K
55: R42 Note 17 - Income Taxes (Tables) HTML 118K
56: R43 Note 18 - Accumulated Other Comprehensive Loss HTML 103K
(Tables)
57: R44 Note 19 - Segment Information (Tables) HTML 76K
58: R45 Schedule II - Valuation and Qualifying Accounts HTML 49K
(Tables)
59: R46 Note 1 - Organization (Details Textual) HTML 32K
60: R47 Note 2 - Summary of Significant Accounting HTML 70K
Policies (Details Textual)
61: R48 Note 2 - Summary of Significant Accounting HTML 63K
Policies - Loss Per Basic and Diluted Weighted
Average Common Share Outstanding for Continuing
and Discontinued Operations (Details)
62: R49 Note 3 - Business Combinations (Details Textual) HTML 42K
63: R50 Note 3 - Business Combinations - Assets Acquired HTML 71K
and Liabilities Assumed (Details)
64: R51 Note 2 - Business Combinations - Intangible Assets HTML 42K
Acquired (Details)
65: R52 Note 3 - Business Combinations - Pro Forma Summary HTML 34K
(Details)
66: R53 Note 4 - Inventories - Components of Inventories HTML 41K
(Details)
67: R54 Note 5 - Property and Equipment (Details Textual) HTML 33K
68: R55 Note 5 - Property and Equipment - Property, Plant HTML 50K
and Equipment (Details)
69: R56 Note 6 - Goodwill and Intangible Assets (Details HTML 32K
Textual)
70: R57 Note 6 - Goodwill and Intangible Assets - Summary HTML 45K
of Intangible Assets (Details)
71: R58 Note 6 - Goodwill and Intangible Assets - Summary HTML 44K
of Estimated Amortization Expense (Details)
72: R59 Note 7 - Current Debt (Details Textual) HTML 45K
73: R60 Note 8 - Credit Agreement (Details Textual) HTML 63K
74: R61 Note 9 - Leases (Details Textual) HTML 31K
75: R62 Note 9 - Leases - Leases Recorded on the HTML 44K
Consolidated Balance Sheet (Details)
76: R63 Note 9 - Leases - Lease Cost (Details) HTML 43K
77: R64 Note 9 - Leases - Future Maturities of Lease HTML 82K
Liabilities (Details)
78: R65 Note 9 - Leases - Lease Terms and Discount Rates HTML 38K
for Lease Liabilities (Details)
79: R66 Note 9 - Leases - Other Information Related to HTML 40K
Operating and Finance Leases (Details)
80: R67 Note 10 - Fair Value Measurements - Assets and HTML 67K
Liabilities Measured at Fair Value on Recurring
Basis (Details)
81: R68 Note 11 - Derivative Instruments and Hedging HTML 58K
Activities (Details Textual)
82: R69 Note 11 - Derivative Instruments and Hedging HTML 40K
Activities - Summary of Gains (Losses) (Details)
83: R70 Note 12 - Stockholders' Equity (Details Textual) HTML 49K
84: R71 Note 13 - Retirement Plans (Details Textual) HTML 68K
85: R72 Note 14 - Share-based Compensation (Details HTML 68K
Textual)
86: R73 Note 14 - Share-based Compensation - Share-based HTML 35K
Compensation Expense (Details)
87: R74 Note 14 - Share-based Compensation - RSU and PSA HTML 53K
Activity (Details)
88: R75 Note 15 - Commitments and Contingencies (Details HTML 48K
Textual)
89: R76 Note 16 - Revenue 1 (Details Textual) HTML 43K
90: R77 Note 16 - Revenue 2 (Details Textual) HTML 36K
91: R78 Note 16 - Revenue - Net Sales From Continuing HTML 37K
Operations by Geographic Region (Details)
92: R79 Note 16 - Revenue - Disaggregation of Revenue HTML 37K
(Details)
93: R80 Note 16 - Revenue - Contract With Customer Assets HTML 45K
and Liabilities (Details)
94: R81 Note 17 - Income Taxes (Details Textual) HTML 50K
95: R82 Note 17 - Income Taxes - Income (Loss) from HTML 38K
Continuing Operations (Details)
96: R83 Note 17 - Income Taxes - Summary of Components of HTML 54K
Income Tax Expense for Continuing Operations
(Details)
97: R84 Note 17 - Income Taxes - Effective Income Tax Rate HTML 52K
Reconciliation (Details)
98: R85 Note 17 - Income Taxes - Summary of Current and HTML 71K
Noncurrent Deferred Tax Assets and Liabilities
(Details)
99: R86 Note 17 - Income Taxes - Summary of Changes in HTML 33K
Unrecognized Tax Benefits (Details)
100: R87 Note 18 - Accumulated Other Comprehensive Loss - HTML 42K
Summary of Accumulated Other Comprehensive Loss
(Details)
101: R88 Note 18 - Accumulated Other Comprehensive Loss - HTML 38K
Summary of Accumulated Other Comprehensive Loss
(Details) (Parentheticals)
102: R89 Note 18 - Accumulated Other Comprehensive Loss - HTML 57K
Components of Accumulated Other Comprehensive Loss
(Details)
103: R90 Note 18 - Accumulated Other Comprehensive Loss - HTML 72K
Reclassification of Accumulated Other
Comprehensive Loss (Details)
104: R91 Note 19 - Segment Information - Information HTML 67K
Related to the Operations of the Company's
Operating Segments (Details)
105: R92 Schedule II - Valuation and Qualifying Accounts - HTML 40K
Valuation and Qualifying Accounts (Details)
107: XML IDEA XML File -- Filing Summary XML 206K
110: XML XBRL Instance -- nwpx20231231c_10k_htm XML 2.46M
106: EXCEL IDEA Workbook of Financial Report Info XLSX 168K
10: EX-101.CAL XBRL Calculations -- nwpx-20231231_cal XML 226K
11: EX-101.DEF XBRL Definitions -- nwpx-20231231_def XML 1.66M
12: EX-101.LAB XBRL Labels -- nwpx-20231231_lab XML 1.34M
13: EX-101.PRE XBRL Presentations -- nwpx-20231231_pre XML 1.72M
9: EX-101.SCH XBRL Schema -- nwpx-20231231 XSD 253K
108: JSON XBRL Instance as JSON Data -- MetaLinks 575± 933K
109: ZIP XBRL Zipped Folder -- 0001437749-24-006640-xbrl Zip 466K
EXHIBIT 97
POLICY RELATING TO RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
Incentive Compensation Recovery Policy
Adopted September 14, 2023
Introduction
The Board of Directors (“Board”) of Northwest Pipe Company (“Company”) has determined that it is in the best interests of the Company and its shareholders to maintain and promote a culture emphasizing integrity and accountability by, among other things, reinforcing the pay-for-performance compensation philosophy applicable to the officers and employees of the Company. The Board has therefore adopted the accompanying policy (“Policy”) to permit the Company to recoup certain executive compensation in the event of an accounting restatement that results from material noncompliance with financial reporting requirements under the Securities Exchange Act of 1934 (“Exchange Act”) and other federal securities laws. This Policy is intended to comply with the requirements of Exchange Act Section 10D and Rule 10D‑1 thereunder, and with Nasdaq Rule 5608 adopted in conformity therewith.
Administration
This Policy shall be administered by the Board unless delegated to its Compensation Committee (“Administrator”). Any determinations made by the Administrator shall be final and binding on all affected individuals.
Executive Officers
This Policy applies to the Company’s current and former Executive Officers. For purposes of this Policy, an “Executive Officer” includes the Company’s Chief Executive Officer, president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company or its subsidiaries. The interpretation of whether an individual is or was serving as an Executive Officer shall be made in a manner consistent with Nasdaq Rule 5608(d) and Exchange Act Rule 16a‑1(f).
Recoupment; Accounting Restatement
In the event the Company is required to restate its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws (an “Accounting Restatement”), the Administrator will reasonably promptly require reimbursement or forfeiture of any excess Incentive Compensation received by any Executive Officer during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement, provided that such reimbursement obligation or forfeiture event shall only arise with respect to an Executive Officer after such person became an Executive Officer and so long as such person served as an Executive Officer at any time during the three year recovery period. For purposes of this Policy, an Accounting Restatement shall include any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. For purposes of determining the relevant recovery period, the date that a Company is required to restate its financial statements is the date the Company’s Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement. The recovery of erroneously awarded compensation is required on a “no fault” basis, without regard to whether any misconduct occurred or an executive officer’s responsibility for the erroneous financial statements. Any amount to be recovered will be calculated without regard to any taxes previously paid. The Administrator’s determination whether an event of material noncompliance has occurred shall be based upon the facts and circumstances and upon then-existing judicial and administrative interpretations.
Incentive Compensation
For purposes of this Policy, Incentive Compensation means any compensation that is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure. For such purposes, a “financial reporting measure” means any measure that is determined and presented in accordance with the accounting principles used in an issuer’s financial statements, and any measure that is derived wholly or in part from such measures, as well as an issuer’s stock price and total shareholder return. Without limiting the generality of the foregoing, Incentive Compensation includes:
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Annual bonuses and other short- and long-term cash incentives. |
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Stock options. |
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Stock appreciation rights. |
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Restricted stock. |
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Restricted stock units. |
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Performance shares. |
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Performance units. |
Financial reporting measures include any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, any measure that is derived wholly or in part from such measures, stock price and/or total shareholder return.
Equity awards that vest exclusively upon completion of a specified employment period, without any performance condition, and bonus awards that are discretionary or based on subjective goals or goals unrelated to financial reporting measures, do not constitute Incentive Compensation.
Excess Incentive Compensation: Amount Subject to Recovery
The amount to be recovered will be the amount of Incentive Compensation received that exceeds the amount of Incentive Compensation that otherwise would have been received had it been determined based on the restated amounts, as determined by the Administrator in its sole discretion. Incentive Compensation is deemed to have been received in the fiscal period during which the financial reporting measure specified in the relevant compensatory award is attained, even if the grant or payment of the Incentive Compensation occurs after the end of that period.
If the Administrator cannot determine the amount of excess Incentive Compensation received by the Executive Officer directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement, and such determination shall be conclusive and binding.
Method of Recoupment; Limitations on Enforcement
The Administrator will determine, in its sole discretion, the methods for recouping Incentive Compensation hereunder which may include any one or more of the following methods, without limitation and in such combinations as the Administrator deems appropriate:
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Requiring reimbursement of cash Incentive Compensation previously paid. |
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Seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards. |
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Offsetting the recouped amount from any compensation otherwise owed to the Executive Officer. |
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Cancelling or rescinding some or all outstanding vested or unvested equity awards. |
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Any other remedial and recovery action permitted by law, as determined by the Administrator. |
Notwithstanding the foregoing, the Administrator may determine not to require recoupment of compensation when any of the following circumstances exist:
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The direct expense to be paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered. |
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Recovery would violate any federal or state law that was in effect on the date this Policy was adopted, or that would otherwise subject the Company to material risk of a violation of law as stated in a written opinion of counsel to the Company. |
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Recovery would cause a broad-based retirement plan to fail to meet the tax-qualification requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. |
The Administrator may apply these provisions differently to each applicable Executive Officer in its discretion. Before concluding that pursuit is impracticable, the Company must first make reasonable attempts to recover the Incentive Compensation and must provide documentation to Nasdaq describing such attempts.
No Indemnification
The Company shall not indemnify any Executive Officers against the loss of any incorrectly awarded Incentive Compensation or against any action or proceeding resulting in a dispute with respect thereto.
Interpretation
The Administrator is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Exchange Act Section 10D and Rule 10D‑1, Nasdaq Rule 5608, and any other applicable law or regulation governing the forfeiture, disgorgement, or recoupment of executive compensation. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision shall be applied to the maximum extent permitted and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to applicable law. The invalidity or unenforceability of any provision of this Policy shall not affect the validity or enforceability of any other provision of this Policy.
Effective Date; Applicability
This Policy shall be effective as of December 1, 2023 (the “Effective Date”) and shall apply to Incentive Compensation that is received by Executive Officers on or after October 2, 2023.
Periodic Review; Amendment; Termination
The Administrator may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect modifications in or amendments to any Nasdaq listing requirement or any regulation adopted by the Securities and Exchange Commission. The Administrator may terminate this Policy at any time; provided, however, that this Policy will not be terminated under circumstances that would cause the Company to fail to comply with applicable laws, regulations, or Nasdaq listing requirements.
Other Recoupment Rights
Without by implication limited the foregoing, following a restatement of the Company’s financial statements, the Company also shall be entitled to recover any compensation received by the Chief Executive Officer and Chief Financial Officer that is required to be recovered by Section 304 of the Sarbanes-Oxley Act of 2002. The Administrator may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require an Executive Officer to agree to abide by the terms of this Policy and to cooperate in the recoupment of any Incentive Compensation to be recovered hereunder. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
Adjustments to Unvested Incentive-Based Compensation
If the Administrator, in its sole discretion, determines that the performance metrics of outstanding but unvested Incentive Compensation were established using financial reporting measures that were impacted by an Accounting Restatement, the Administrator, in its sole discretion, may adjust such Financial Reporting Measures or modify such Incentive Compensation, in such manner as the Administrator deems appropriate in its sole discretion.
Successors
This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators, or other legal representatives.
Page 4
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/5/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 12/1/23 | ||||
| 10/2/23 | ||||
| 9/14/23 | ||||
| List all Filings | ||||