Perma-Pipe International Holdings, Inc. DEF 14AProxy Statements

Directors / Nominees

On February 19, 2025, our Board amended our Bylaws to change the voting standard for the election of directors in uncontested elections from a plurality to a majority vote. Compensation Committee Communication & Responsiveness Review of the Executive and Board Compensation Programs Engaged Willis Towers Watson in 2026 to complete a comprehensive review of independent director and executive compensation as input to and confirmation of our annual compensation review. A comprehensive review is expected to be conducted every year. We maintain a very lean Board, comprised of only four independent directors and the CEO, to minimize Board costs. Long-Term Equity-Based Incentive Plan Implemented a performance-based component to our long-term equity-based incentive awards, which component ties compensation directly and objectively to our long-term financial performance and helps ensure that our executives’ interests are aligned with those of our stockholders. These awards vest over time. This element provides for strong leadership motivation and retention. Equity Vesting Acceleration upon a Change in Control Included “double trigger” accelerated vesting in all executive employment agreements, requiring both a change in control of the Company and a resignation for good reason, defined to include a material diminution of duties, responsibilities, reporting or authority, or an involuntary termination without cause. BOD Committee Charters The Board has updated our Nominating and Corporate Governance Committee Charter, Compensation Committee Charter, and Audit Committee Charter as part of good corporate governance guidelines. Separation of President and CEO Positions On March 31, 2025, the Board amended our Bylaws to separate the President and CEO positions to facilitate leadership succession and organizational growth. Following the successful completion of this transition, the Board determined that combining the roles of President and Chief Executive Officer under Saleh Sagr is currently in the best interest of the Company to provide unified leadership and streamlined strategic execution. Stock Ownership Guidelines The Board has implemented stock ownership guidelines as follows: ● CEO - 3.0X Annual Base Salary ● NEO - 1.5X Annual Base Salary ● Independent Directors - 3.0X Annual Base Cash Retainer See the director and executive officer ownership table included in this pr