L.B. Foster Co. Announces Board Changes and Officer Compensation Adjustments

Ticker: FSTR · Form: 8-K · Filed: Dec 6, 2024 · CIK: 352825

Sentiment: neutral

Topics: board-changes, executive-compensation, director-appointment, director-departure

Related Tickers: LBFO

TL;DR

LBFO board shakeup: New directors in, Reilly out. Officer pay adjusted.

AI Summary

On December 5, 2024, L.B. Foster Company announced changes in its board of directors and executive compensation. Specifically, the company reported the departure of director John P. Reilly and the appointment of new directors, including Michael L. Muldowney and David M. Ruggles. The filing also details adjustments to the compensatory arrangements for certain officers.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy, governance, or financial outlook, impacting investor confidence and stock performance.

Risk Assessment

Risk Level: medium — Board and executive changes can introduce uncertainty regarding future strategy and leadership effectiveness.

Key Players & Entities

FAQ

Who has departed from the L.B. Foster Company's board of directors?

John P. Reilly has departed from the L.B. Foster Company's board of directors as of December 5, 2024.

Who are the newly appointed directors at L.B. Foster Company?

Michael L. Muldowney and David M. Ruggles have been appointed as directors at L.B. Foster Company.

What is the primary reason for this Form 8-K filing?

This Form 8-K filing is primarily to report the departure of directors, election of directors, appointment of certain officers, and compensatory arrangements of certain officers.

When was the earliest event reported in this filing?

The earliest event reported in this filing occurred on December 5, 2024.

What is the principal executive office address for L.B. Foster Company?

The principal executive office address for L.B. Foster Company is 415 Holiday Drive, Suite 100, Pittsburgh, Pennsylvania, 15220.

Filing Stats: 534 words · 2 min read · ~2 pages · Grade level 10.4 · Accepted 2024-12-06 14:42:20

Key Financial Figures

Filing Documents

From the Filing

fstr-20241205 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 5, 2024 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 415 Holiday Drive, Suite 100, 15220 Pittsburgh, Pennsylvania (Zip Code) (Address of principal executive offices) ( 412 ) 928-3400 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, Par Value $0.01 FSTR Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 5, 2024, Mr. Brian H. Kelly, Executive Vice President – Human Resources and Administration, notified L.B. Foster Company (the "Company") of his intention to retire from the Company effective December 31, 2025. Effective January 1, 2025, Mr. Kelly will assume the role of Executive Vice President and Senior Advisor to the Chief Executive Officer, in which capacity he will assist in a transition of his former responsibilities and work on special projects as requested by the Chief Executive Officer. There is no change to Mr. Kelly's compensation. Additionally, on December 5, 2024, the Board of Directors approved the promotion of Ms. Jamie F. O'Neill to Senior Vice President – Human Resources, and of Ms. Sara Fay Rolli to Senior Vice President – Operational Administration, both reporting to the Chief Executive Officer effective January 1, 2025. Ms. O'Neill and Ms. Rolli will assume various responsibilities of Mr. Kelly in addition to duties currently under their management. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. L.B. FOSTER COMPANY (Registrant) Date: December 6, 2024 /s/ Patrick J. Guinee Patrick J. Guinee Executive Vice President, General Counsel, and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing