Here's a clear breakdown of North American Construction Group's (NOA) shareholder meeting notice and management circular:

📋 What This Document Is

This is the official notice and detailed information package (Management Information Circular) for NOA's Annual and Special Meeting of Shareholders. Shareholders will vote on key company matters. 👉 Think of it as the agenda and background reading for the big shareholder meeting.

Meeting Details:

Date & Time: May 20, 2026, at 3:00 p.m. Mountain Time
Location: Head Office, 27287 – 100 Avenue, Acheson, Alberta
Record Date: April 13, 2026 (You must own shares by this date to vote)
Voting Deadline: Proxies must be received by 3:00 p.m. MT on May 15, 2026.
How to Vote: Mail, hand delivery, phone (1-866-732-8683), or internet (www.investorvote.com).

🗳️ What Shareholders Are Voting On

Five main items are up for a vote:

Elect Directors: Choose 7 directors for the next year (see profiles below).
"Say-on-Pay" Advisory Vote: Non-binding vote to approve the company's approach to executive compensation. If many vote against, the Board will engage with dissenting shareholders.
Ratify Advance Notice By-Law: Approve By-Law No. 3, requiring shareholders who want to nominate directors to provide advance notice and specific information (30 days before an annual meeting, or 10/15 days for shorter notice periods).
Reappoint Auditors: Rehire KPMG LLP as auditors and let the Board set their pay.
Other Business: Handle any other proper matters that come up.

👥 Meet the Director Nominees

The Board recommends voting FOR all seven nominees. Here are the key players:

Martin R. Ferron (Chair, Age 69): Former CEO, now non-executive Chair. Significant shareholder ($47M value). Independent.
Barry W. Palmer (CEO, Age 64): Newly appointed CEO (Jan 2026), long-time NOA employee (started as equipment operator). Non-Independent.
Bryan D. Pinney (Age 73): Lead independent director (past), Audit & Risk Committee Chair. Independent.
John J. Pollesel (Age 62): Operations Committee Chair, mining industry veteran. Independent.
Maryse C. Saint-Laurent (Age 66): Governance & Sustainability Committee Chair, legal/corporate governance expert. Independent.
Thomas P. Stan (Age 68): HR & Compensation Committee Chair, energy sector executive/investment banking background. Independent.
Kristina E. Williams (Age 49): Venture capital/tech sector CEO, Audit & Risk Committee member. Independent.

💼 Executive Compensation Highlights (Say-on-Pay)

Philosophy: Pay for performance, align with shareholders, market-competitive, transparent. Major pay is "at-risk" (bonus & long-term incentives).
Key NEOs for 2025: Joseph Lambert (former CEO, retired Jan 2026), Barry Palmer (COO, became CEO Jan 2026), Jason Veenstra (CFO), Andre Desbiens (MacKellar Group MD), Thomas Arndell (Asset Mgmt VP).
2025 Outcome: Short-Term Incentive Plan (STIP) payout was only 24.2% of target due to lower-than-expected financial performance (despite strong safety). This shows the pay-for-performance link works.
Structure:
- Base Salary: Reviewed annually. Increases in 2025 reflected global expansion (e.g., Lambert: $700k CAD, Palmer: $520k CAD).
- Short-Term Incentive (STIP): Annual cash bonus. Targets based on financials (Bonus EBITDA & EBIT = 90% weight) and safety (TRIR & SIFp = 10% weight). Payout range 0-2x target for CEO, 0-1.5x for others. 2025 payout was low.
- Long-Term Incentive (LTIP): 3-year award. 60% Performance Share Units (PSUs - based on TSR, EBIT, FCF, ROIC vs targets) and 40% Restricted Share Units (RSUs). Settled in shares.
- Special Incentive (Palmer): One-time $1M max award (2024) for Australian integration/leadership succession goals. Fully achieved by end of 2025.
Comparator Group: Companies in construction, engineering, energy services (e.g., Aecon, Badger, Bird, Emeco, Mullen). NOA is smaller by market cap/revenue but larger by EBITDA/assets.

🏛️ Corporate Governance & Other Items

Advance Notice By-Law (By-Law No. 3): Ratification required. Ensures orderly director nomination process by setting deadlines and information requirements for shareholder nominees. Already in effect since March 19, 2026.
Auditors: KPMG LLP (since 2003) proposed for reappointment.
Quorum: At least 2 people holding/representing 20%+ of voting shares.
Principal Holders: No known holders of >10% of voting shares as of March 31, 2026. 28,414,864 common shares outstanding.

📞 Contact Information

Investor Relations: [email protected] (for Say-on-Pay concerns)
Proxy Submission (Mail/Hand): Computershare Investor Services Inc., Proxy Department, 14th Floor, 320 Bay Street, Toronto, Ontario, M5H 4A6
Proxy Submission (Phone/Internet): 1-866-732-8683 / www.investorvote.com

🧠 The Analogy

Think of this document as the instruction manual and agenda for the company's annual shareholder "family meeting." It tells you when/where to show up, who's running for the "board of directors" parent committee, how the "parents" (executives) got paid last year (and asks if you agree), proposes a new "house rule" for nominating future committee members (advance notice by-law), and confirms the "family accountant" (KPMG) for another year.

🧩 Final Takeaway

Shareholders need to vote on electing directors, endorsing executive pay (which performed poorly in 2025, demonstrating the pay-for-performance link), confirming a new director nomination process, and reappointing auditors. The CEO changed hands in early 2026, and the company is navigating growth, particularly in Australia. Your vote, especially on Say-on-Pay, matters for governance.

NOA Details Shareholder Vote on Directors and Executive Compensation