NWPX Infrastructure, Inc. Stock Compensation Disclosure

13.	SHARE-BASED COMPENSATION:

 

The Company has one active stock incentive plan for employees and directors, the 2022 Stock Incentive Plan, which provides for awards of stock options to purchase shares of common stock, stock appreciation rights, restricted and unrestricted shares of common stock, RSUs, and PSAs. In addition, the Company had one inactive stock incentive plan, the 2007 Stock Incentive Plan, under which the last awards granted vested on April 1, 2024.

 

The following table summarizes share-based compensation expense recorded (in thousands):

 

		Year Ended December 31,
		2025				2024				2023
Cost of sales		$	1,338			$	1,511			$	1,027
Selling, general, and administrative expense			4,226				3,550				2,645
Total		$	5,564			$	5,061			$	3,672

 

There were 453,641 shares of common stock available for future issuance under the Company’s stock incentive plan as of December 31, 2025, assuming the outstanding PSAs vest at the target level of 100%.

 

Restricted Stock Units and Performance Share Awards

 

The Company’s stock incentive plan provides for equity instruments, such as RSUs and PSAs, which grant the right to receive a specified number of shares at specified times. RSUs and PSAs are service-based awards that vest according to the terms of the grant. PSAs have performance-based payout conditions.

 

The following table summarizes the Company’s RSU and PSA activity:

 

		Number of RSUs and PSAs (1)				Weighted- Average Grant Date Fair Value
Unvested RSUs and PSAs as of December 31, 2024			240,071			$	31.89
RSUs and PSAs granted			107,065				42.41
RSUs and PSAs vested (2)			(117,339	)			31.24
Unvested RSUs and PSAs as of December 31, 2025			229,797				37.12

 

	(1)	The number of PSAs disclosed in this table are at the target level of 100%.
	(2)	For the PSAs vested on March 31, 2025, the actual number of common shares that were issued was determined by multiplying the PSAs at the target level of 100%, as disclosed in this table, by a payout percentage based on the performance-based conditions achieved. The payout percentage was 118% for the 2022-2024 performance period, 111% for the 2023-2024 performance period, and 133% for the 2024 performance period.

 

The unvested balance of RSUs and PSAs as of December 31, 2025 includes approximately 172,000 PSAs at the target level of 100%. The vesting of these awards is subject to the achievement of specified performance-based conditions, and the actual number of common shares that will ultimately be issued will be determined by multiplying this number of PSAs by a payout percentage ranging from 0 to 200%.

 

The weighted-average grant date fair value of RSUs and PSAs granted during the years ended December 31, 2025, 2024, and 2023 was $42.41, $34.68, and $28.41, respectively. The total fair value of RSUs and PSAs vested during the years ended December 31, 2025, 2024, and 2023 was $6.3 million, $4.1 million, and $4.4 million, respectively.

 

Based on the estimated level of achievement of the performance targets associated with the PSAs as of December 31, 2025, unrecognized compensation expense related to the unvested portion of the Company’s RSUs and PSAs was $4.1 million, which is expected to be recognized over a weighted-average period of 1.5 years.

 

Stock Awards

 

For the years ended December 31, 2025, 2024, and 2023, stock awards of 12,996 shares, 14,424 shares, and 15,904 shares, respectively, were granted to non-employee directors, which vested immediately upon issuance. The Company recorded compensation expense based on the weighted-average fair market value per share of the awards on the grant date of $39.23 in 2025, $33.27 in 2024, and $29.51 in 2023.