PERMA-PIPE INTERNATIONAL HOLDINGS, INC., DEF 14A filed on 5/13/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Perma-Pipe International Holdings, Inc.
Entity Central Index Key 0000914122
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended 36 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2025
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

Pay Versus Performance 

 

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the financial performance of the Company. For the most recently completed fiscal year, the Company did not use any “financial performance measures” as defined in Item 402(v) of Regulation S-K to link compensation paid to our NEOs to the Company’s performance. We are also permitted to report as a “Smaller Reporting Company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures, and the table below does not include a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K. 

 

The following table sets forth information concerning the compensation of our NEOs for each of our 20252024, and 2023 fiscal years, and our financial performance for each such fiscal year:

 

Year

  Summary compensation table total Mr. Sagr (1)     Compensation actually paid to Mr. Sagr    

Summary compensation table total for Mr. Mansfield (1)

   

Compensation actually paid to Mr. Mansfield

    Average summary compensation table total for non-PEO NEOs (1)     Average compensation actually paid to non-PEO NEOs     Value of initial fixed $100 investment based on total shareholder return (2)     Net income ($ in thousands) (3)  

2025

  $ 1,747,437     $ 2,298,734     $ 1,133,862     $ 1,970,329     $ 735,691     $ 974,342     $ 285     $ 17,035  

2024

    -       -       1,723,244       2,263,803       608,354       703,610       150       8,983  

2023

    -       -       1,515,363       1,360,902       472,477       455,523       79       10,471  

 

(1) For fiscal year 2024 and 2023, David J. Mansfield served as our Principal Executive Officer ("PEO"). Mr. Mansfield resigned from the organization in June 2025 and was succeeded by Saleh Sagr as PEO. For fiscal year 2025, both Mr. Mansfield and Mr. Sagr are represented as PEOs in the table above. Our non-PEO NEOs for whom the average compensation is presented are: (i) for 2025, Matthew Lewicki; and (ii) for 2024 and 2023, Saleh Sagr and Matthew Lewicki.

(2) Total Shareholder Return illustrates the cumulative value, as of the last day of the indicated fiscal year, of a hypothetical investment of $100 in the Company’s Common Stock on January 31, 2023 (the measurement point)

(3) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. 

     
PEO Total Compensation Amount   $ 1,723,244 $ 1,515,363  
PEO Actually Paid Compensation Amount   2,263,803 1,360,902  
Adjustment To PEO Compensation, Footnote

Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

 

   

2025

   

2024

   

2023 (1

)

Description of Amount

 

Mr. Sagr

   

Mr. Mansfield

   

Average non-PEO NEOs

   

PEO

   

Average non-PEO NEOs

   

PEO

   

Average non-PEO NEOs

 

Summary compensation table - Total compensation

  $ 1,747,437     $ 1,133,862     $ 735,691     $ 1,723,244     $ 608,354     $ 1,515,363     $ 472,477  

Decrease in amounts reported under the "stock awards" column in the summary compensation table for the applicable fiscal year

    (450,003 )     -       (135,790 )     (364,849 )     (64,930 )     (350,981 )     (50,604 )

Increase for fair value at fiscal year-end of outstanding and unvested stock awards granted in fiscal year

    845,000       -       254,982       629,063       111,950       274,963       39,644  

(Decrease)/increase for awards granted during prior fiscal year that were outstanding and unvested as of applicable fiscal year end, determined based on change in fair value from prior fiscal year end to applicable fiscal year end

    100,142       534,225       86,302       236,932       33,344       (76,740 )     (5,525 )

Decrease for change in fair value as of vesting date of stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year

    56,158       302,242       33,158       39,413       14,892       (1,703 )     (469 )

Compensation Actually Paid

  $ 2,298,734     $ 1,970,329     $ 974,342     $ 2,263,803     $ 703,610     $ 1,360,902     $ 455,523  

 

(1) Mr. Lewicki's compensation data is only for nine months since he began his employment in May 2023.

     
Non-PEO NEO Average Total Compensation Amount $ 735,691 608,354 472,477  
Non-PEO NEO Average Compensation Actually Paid Amount $ 974,342 703,610 455,523  
Compensation Actually Paid vs. Total Shareholder Return

 

 

Relationship Between Financial Performance Measures

 

The Company generally seeks to incentivize long-term performance and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company provides the following descriptions of the relationships between information presented in the Pay versus Performance table.

 

Compensation and Cumulative Total Shareholder Return 

 

The following chart sets forth the relationship between PEO compensation, the average compensation of our Non-PEO NEOs, and the Company’s cumulative total shareholder return (“TSR”) for the years ended January 31, 2026, 2025, and 2024.

 

tsr-050626resized.jpg

 

     
Compensation Actually Paid vs. Net Income

Compensation and Net Income

 

The following chart sets forth the relationship between PEO compensation, the average compensation of our Non-PEO NEOs, and the Company’s net income for the years ended January 31, 2026, 2025 and 2024.

 

netincome-050626resized.jpg

 

While 2024 net income was a decrease of $1.5 million, compared to $10.5 million in 2023, the reduction was due to a one-time non-cash tax benefit of $5.9 million in the prior year after being allowed to recognize the benefit of past tax losses. Excluding the impact of the tax benefit, net income after taxes and minority interest was an increase of $4.4 million. Net income in 2025 increased by $8.0 million, from $9.0 million in 2024 to $17.0 million in 2025, representing a record year for the Company.
     
Total Shareholder Return Amount $ 285 150 79  
Net Income (Loss) $ 17,035,000 8,983,000 10,471,000  
PEO Name Saleh Sagr     David J. Mansfield
Mr. Sagr [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 1,747,437 0 0  
PEO Actually Paid Compensation Amount 2,298,734 0 0  
Mr. Mansfield [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount 1,133,862 1,723,244 1,515,363  
PEO Actually Paid Compensation Amount 1,970,329 2,263,803 1,360,902  
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   (364,849) (350,981)  
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   629,063 274,963  
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   236,932 (76,740)  
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   39,413 (1,703)  
PEO | Mr. Sagr [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (450,003)      
PEO | Mr. Sagr [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 845,000      
PEO | Mr. Sagr [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 100,142      
PEO | Mr. Sagr [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 56,158      
PEO | Mr. Mansfield [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Mr. Mansfield [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Mr. Mansfield [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 534,225      
PEO | Mr. Mansfield [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 302,242      
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (135,790) (64,930) (50,604)  
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 254,982 111,950 39,644  
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 86,302 33,344 (5,525)  
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 33,158 $ 14,892 $ (469)  
v3.26.1
Recovery of Erroneously Awarded Compensation
12 Months Ended
Dec. 31, 2025
Restatement Determination Date:: 2025-12-31  
Erroneously Awarded Compensation Recovery  
Erroneous Compensation Analysis

Clawback Policy

 

The Board has adopted a policy which provides for the recoupment of certain executive compensation in the event either (1) the Company is required to prepare an accounting restatement of its financial statements due to a material non-compliance with any financial reporting requirement under the U.S. securities laws or (2) an executive violates the Company’s code of conduct, or breaches a fiduciary duty, or is grossly negligent, or engages in illegal or improper conduct causing financial or reputational harm to the Company. The Board will determine, in its sole discretion, the method for recouping incentive compensation under this policy, which may include, without limitation: (a) requiring reimbursement of cash incentive compensation previously paid; (b) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; (c) offsetting the recouped amount from any compensation otherwise owed by the Company to the executive; (d) cancelling outstanding vested or unvested equity or cash awards; and/or (e) taking any other remedial and recovery action permitted by law, as determined by the Board. Refer to Exhibit 97 “Recoupment of Incentive Compensation Following a Restatement,” which was filed on May 1, 2025, and is incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended January 31, 2026, for further discussion regarding the Company’s Clawback Policy.

v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure

Policies and Practices Regarding Timing of Equity Awards

 

The Board has not established policies and practices (whether written or otherwise) regarding the timing of option grants or other awards in relation to the release of material nonpublic information (“MNPI”) and does not take MNPI into account when determining the timing and terms of equity awards to executive officers. The Company has historically granted equity awards in conjunction with the annual shareholder meeting. The Company does not time the disclosure of MNPI, whether positive or negative, for the purpose of affecting the value of executive compensation.

Award Timing Method The Board has not established policies and practices (whether written or otherwise) regarding the timing of option grants or other awards in relation to the release of material nonpublic information (“MNPI”) and does not take MNPI into account when determining the timing and terms of equity awards to executive officers. The Company has historically granted equity awards in conjunction with the annual shareholder meeting. The Company does not time the disclosure of MNPI, whether positive or negative, for the purpose of affecting the value of executive compensation.
Award Timing Predetermined false
Award Timing MNPI Considered false
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true