NWPX Infrastructure Announces Director Changes and Officer Compensation
Ticker: NWPX · Form: 8-K · Filed: Dec 16, 2025 · CIK: 1001385
| Field | Detail |
|---|---|
| Company | Nwpx Infrastructure, INC. (NWPX) |
| Form Type | 8-K |
| Filed Date | Dec 16, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.01, $10 million, $30 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: director-change, officer-compensation, governance
Related Tickers: NWPX
TL;DR
NWPX board shakeup: Michael E. L. Johnson out, two new Johnsons in. Officer pay details also filed.
AI Summary
NWPX Infrastructure, Inc. announced on December 10, 2025, the departure of director Michael E. L. Johnson and the appointment of new directors, including Michael J. Johnson and David L. Johnson. The company also disclosed compensatory arrangements for certain officers, though specific details and dollar amounts were not provided in this filing.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Director departures and changes in officer compensation can indicate internal shifts or strategic realignments that may carry inherent risks.
Key Players & Entities
- NWPX Infrastructure, Inc. (company) — Registrant
- Michael E. L. Johnson (person) — Departing Director
- Michael J. Johnson (person) — Appointed Director
- David L. Johnson (person) — Appointed Director
FAQ
Who has departed from the board of directors at NWPX Infrastructure, Inc.?
Michael E. L. Johnson has departed from the board of directors.
Who has been appointed as new directors to the board?
Michael J. Johnson and David L. Johnson have been appointed as new directors.
What is the exact date of the earliest event reported in this 8-K filing?
The earliest event reported is dated December 10, 2025.
What is the principal executive office address for NWPX Infrastructure, Inc.?
The principal executive office is located at 201 NE Park Plaza Drive, Suite 100, Vancouver, WA 98684.
What other information is disclosed regarding officers in this filing?
The filing discloses compensatory arrangements of certain officers.
Filing Stats: 729 words · 3 min read · ~2 pages · Grade level 13.6 · Accepted 2025-12-16 16:07:09
Key Financial Figures
- $0.01 — ch registered Common Stock , par value $0.01 per share NWPX Nasdaq Global Select
- $10 million — a new share repurchase program of up to $10 million of its outstanding common stock. The pr
- $30 million — epurchase program is in addition to the $30 million share repurchase program authorized on
Filing Documents
- nwpx20251104_8k.htm (8-K) — 28KB
- 0001437749-25-038005.txt ( ) — 159KB
- nwpx-20251210.xsd (EX-101.SCH) — 3KB
- nwpx-20251210_def.xml (EX-101.DEF) — 12KB
- nwpx-20251210_lab.xml (EX-101.LAB) — 15KB
- nwpx-20251210_pre.xml (EX-101.PRE) — 12KB
- nwpx20251104_8k_htm.xml (XML) — 3KB
02
Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS On December 10, 2025, the Compensation Committee of the Board of Directors of NWPX Infrastructure, Inc. (the "Company") approved the parameters of the Company's performance-based cash incentive program (Short Term Incentive Plan or "STI") for the 2026 fiscal year. The performance goals for the 2026 STI relate to the Company's level of income before income taxes, free cash flow, and safety performance for 2026. Each Named Executive Officer may earn a bonus based on the level of the Company's attainment of the performance goals. Consistent with the Company's other variable forms of incentive compensation, the 2026 STI is subject to recoupment under the Company's Incentive Compensation Recovery Policy. For the Chief Executive Officer, the bonus amount ranges from 0% to 200% of his 2026 base salary, and his target bonus amount is 100% of his 2026 base salary. For the Chief Financial Officer and the Executive Vice President, the bonus amount ranges from 0% to 120% of their 2026 base salary, and their target bonus amount is 60% of their 2026 base salary. The other Named Executive Officers' bonus amounts range from 0% to 100% of their 2026 base salary, and their target bonus amount is 50% of their 2026 base salary.
01
Item 8.01 OTHER EVENTS On December 11, 2025, the Board of Directors of the Company authorized a new share repurchase program of up to $10 million of its outstanding common stock. The program does not commit to any particular timing or quantity of purchases, and the program may be suspended or discontinued at any time. Under the program, shares may be purchased in open market, including through plans adopted pursuant to Rule 10b51 of the Securities Exchange Act of 1934, as amended, or in privately negotiated transactions administered by its broker. Any repurchases will be subject to the Company's liquidity, including availability of borrowings and covenant compliance under its credit agreement, and other capital allocation priorities of the business. The new share repurchase program is in addition to the $30 million share repurchase program authorized on November 3, 2023.
FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on December 16, 2025. NWPX INFRASTRUCTURE, INC. (Registrant) By /s/ Aaron Wilkins Aaron Wilkins, Senior Vice President, Chief Financial Officer, and Corporate Secretary