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Economy, Business and Finance

L.B. Foster Company

12/05/2025 | Press release | Distributed by Public on 12/05/2025 14:01

Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 6, 2024, Mr. Brian H. Kelly, Executive Vice President and Senior Advisor to the Chief Executive Officer of L.B. Foster Company (the "Company"), will retire from the Company effective December 31, 2025 (the "Retirement Date"). In connection with Mr. Kelly's retirement, on December 3, 2025, the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of the Company approved the entry into a Retirement Agreement and General Release (the "Retirement Agreement") with Mr. Kelly.

Subject to Mr. Kelly's execution (and non-revocation) of the Retirement Agreement, including a general release of claims against the Company and his obligations to comply with certain non-compete, non-solicitation, and non-disparagement covenants, the Compensation Committee approved Mr. Kelly's departure from the Company as a retirement as provided in the Company's applicable plans and related agreements with the following effect: (i) the accelerated vesting, to the extent unvested, of Mr. Kelly's outstanding restricted stock awards effective on the Retirement Date; (ii) the pro-rata vesting of Mr. Kelly's outstanding performance share unit awards effective on the Retirement Date to be paid, if earned, subject to and based on the Company's attainment of the applicable performance goals as determined after the end of the applicable performance period; (iii) the payment of any awards of shares or Performance Share Units to the extent earned during active employment preceding an approved retirement under the Performance-Based Stock Award Retention Program and Strategy Transformation Plan; (iv) the payment, if earned, of the annual cash incentive bonus award for the performance period of January 1, 2025 through December 31, 2025, subject to and based on the Company's attainment of the applicable performance goals as determined after the end of such performance period; and (v) the payment of Mr. Kelly's accrued balance under the Company's supplemental executive retirement plan.

The foregoing description of the Retirement Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Retirement Agreement, a copy of which will be filed with the Company's Annual Report on Form 10-K for the period ending December 31, 2025.

L.B. Foster Company published this content on December 05, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 05, 2025 at 20:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]