Governance
Built upon our Values and Purpose, we are committed to maintaining an environment of high ethical standards and robust governance practices. The NPK Code of Business Ethics and Conduct provides a clear framework, establishing our expectations for all employees and our Board of Directors.
Consistent Shareholder Support
Each year, we engage with the majority of our shareholders, specifically to solicit their feedback regarding matters of sustainability and governance, and we incorporate their valuable feedback into our annual planning. We are proud of our strong shareholder support, consistently achieving 90%+ approval of our named executive officer compensation.
For more information regarding our investor outreach program and our executive compensation philosophy, please refer to our most recent Annual Proxy Statement.
Board Committees & Charters
The Corporate Governance Guidelines establishes the following three Committees of the Board of Directors comprised of independent non-employee directors:
- The Audit Committee provides an independent review of the integrity of the Company’s financial statements, internal controls and ethics policies.
- The Compensation Committee is charged with the responsibility of setting compensation standards for the Company’s senior officers, administering the Company’s equity incentive plans and producing an annual report on executive compensation.
- The Nominating and Corporate Governance Committee Charter acts as an advisor to the Board of Directors in matters of composition and function of the Board, identifying qualified individuals for election, nominating a group of individuals for election at the Company’s annual stockholder meeting and developing a set of corporate governance principles for the Company.
| Audit Committee | Compensation Committee |
Nominating and Corporate Governance Committee |
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Rose M. Robeson |
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| Joseph A. Cutillo |  |
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| Roderick A. Larson | |
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| Michael A. Lewis | |
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| Claudia M. Meer |
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| John C. Minge | |
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| Kristen J. Pederson | |
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 Chairperson |
 Financial Expert |
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Board Statistics
As our Company and business strategy evolves, the Nominating and Corporate Governance Committee of our Board of Directors annually reviews the skills and competencies of our Board members, ensuring that the Board composition evolves with the changing business and maintains relevant knowledge as well as a diversity of viewpoints.
Board Independence
Independent Director Average Age
Independent Director Average Tenure
NPK is Committed to Operating with Integrity
Under the NPK Code of Business Ethics & Conduct (“Code”), all employees are responsible for making the Company aware of any actual or suspected unethical behavior, violations of our Code, policies, process, or applicable laws. As a reminder, NPK has a no-retaliation policy which means anyone reporting issues in good faith shall not be retaliated against.
To make the Company aware of an issue, one can use the chain of command to report any issue to your supervisor or, if it would not be appropriate to raise specific concerns via the chain of command, contact one of the following (including an anonymous option):
- For Accounting or Internal Controls: The Chief Financial Officer or Director of Internal Audit;
- For Employment-Related Matters: Human Resources representatives;
- For All Other Matters: The Compliance Department (the Chief Compliance Officer or the Deputy Chief Compliance Officer);
- For Any Matter: Contact the NPK Hotline, where you can submit issues anonymously and speak through an interpreter if necessary.
- On the Web at: https://npki.ethicspoint.com/
- Or by Phone: +1 (800) 746-1768 (Toll-free in the U.S.)
A third party not affiliated with NPK operates the website and phone line. We have contracted these services so our employees can submit reports at any time and remain anonymous if they choose to.
