Robert Bauer
About Robert P. Bauer
Robert P. Bauer, age 66, has served as an independent director of Alamo Group Inc. (ALG) since August 2015. He is the former President & CEO and director of L.B. Foster Company (2012–2021) and previously held senior executive roles at Emerson Electric Co., including President of Emerson Climate Technologies’ Refrigeration Division (2011–2012) and President of Emerson Network Power’s Liebert Division (2002–2011), after earlier management positions at Rockwell Automation and Westinghouse Electric . The Board has affirmatively determined Mr. Bauer is independent under NYSE standards and the company’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L.B. Foster Company | President & CEO; Director | 2012–2021 | Led global manufacturing operations and strategy; extensive experience in product marketing, new product development, M&A, and corporate governance |
| Emerson Climate Technologies – Refrigeration Division | President | Jun 2011–Feb 2012 | Oversaw refrigeration segment within diversified manufacturing |
| Emerson Network Power – Liebert Division | President | Jan 2002–May 2011 | Senior leadership in mission-critical power and thermal management |
| Emerson Electric Co. | Group Vice President | Since 2004 within 18-year tenure | Advanced to Group VP with broad executive responsibilities |
| Rockwell Automation; Westinghouse Electric | Management roles | Not disclosed | Early management foundation in industrial technology |
External Roles
| Company | Role | Current/Former | Notes |
|---|---|---|---|
| L.B. Foster Company | Director (while serving as CEO) | Former | Retired July 2021; no current public company directorships disclosed for Bauer |
Board Governance
- Committee assignments (2024 activity and as of March 10, 2025):
- Compensation Committee: Chair
- Audit Committee: Member
- Nominating & Corporate Governance Committee: Member
- Independence: Board determined Bauer is independent (all directors except CEO) .
- Attendance: 100% of Board and applicable Committee meetings during 2024; Board held 5 meetings; Audit and Compensation held 4 each; Nominating held 3 .
- Executive sessions: Non-management directors meet in executive session at each Board and Committee meeting; chaired by Independent Board Chair or committee chairs .
| Committee | Role | FY 2024 Meetings | Attendance |
|---|---|---|---|
| Compensation | Chair | 4 | 100% |
| Audit | Member | 4 | 100% |
| Nominating & Corporate Governance | Member | 3 | 100% |
Fixed Compensation
- Director retainers (2024 structure): $80,000 base retainer; additional retainers: Board Chair $80,000, Audit Chair $18,000, Compensation Chair $13,000, Nominating Chair $13,000; no stock options outstanding for directors .
- Bauer’s 2024 cash fees reflect base + Compensation Chair fee = $93,000 .
| Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 93,000 | — | 125,111 | 218,111 |
| 2023 | 80,000 | — | 125,455 | 205,455 |
Notes:
- 2024 RS grant-date fair values for directors: $193.97 (May 3, 2024); Mr. Householder’s February 2024 grant at $214.32; Ms. Haley’s December 2024 grant at $200.40 .
- 2023 RS grant-date fair value for directors: $177.95 (May 11, 2023) .
Performance Compensation
- Director equity compensation is time-based restricted stock (RSAs), vesting ratably over three years; no director options or PSUs were granted or outstanding as of year-end 2024 .
| Grant/Status | Shares/Units | Grant-Date Fair Value ($/sh) | Fair Value ($) |
|---|---|---|---|
| 2024 Annual RS grant (May 3, 2024) | Included in 2024 stock awards | 193.97 | 125,111 (aggregate for Bauer) |
| Restricted stock outstanding at 12/31/2024 | 645 shares | — | — |
| Restricted stock outstanding at 12/31/2023 | 705 shares (directors generally) | — | — |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Bauer |
| Prior public company boards | L.B. Foster (as CEO/director) |
| Interlocks/Conflicts | Compensation Committee comprised only of independent directors; no interlocks or insider participation reported |
Expertise & Qualifications
- Skills matrix indicates Bauer’s strong expertise in: public company CEO experience, financial expertise, organizational development & succession, international experience, strategic planning & execution, corporate governance, capital goods manufacturing & supply chain, and M&A .
| Expertise Area | Bauer |
|---|---|
| Public company CEO experience | Yes |
| Financial expertise | Yes |
| Organizational development & succession | Yes |
| International experience | Yes |
| Strategic planning & execution | Yes |
| Corporate governance | Yes |
| Capital goods manufacturing/supply chain | Yes |
| Mergers & acquisitions | Yes |
Equity Ownership
- Beneficial ownership (as of Feb 21, 2025): 10,899 shares; less than 1% of shares outstanding; includes 645 unvested restricted shares with voting/dividend rights .
- Stock ownership guidelines: Outside directors must hold at least 5x annual cash retainer; compliance measured annually; as of record date, all directors met the requirements or are within the 5-year transition period .
| Metric | Value |
|---|---|
| Shares beneficially owned | 10,899 (incl. 645 unvested RSAs) |
| Ownership percent | <1% |
| Ownership guideline | 5x annual cash retainer (outside directors) |
| Compliance status | Met or in transition window (all directors) |
| Hedging/Pledging | Prohibited for directors and executive officers |
Shareholder Voting Signals
| Proposal/Year | Votes For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Robert P. Bauer (2025) | 10,565,521 | 235,036 | 8,035 | 535,608 |
| Election of Robert P. Bauer (2024) | 10,727,165 | 336,474 | 4,776 | 348,100 |
| Say-on-Pay (2025) | 10,533,729 | 217,997 | 56,866 | 535,608 |
| Say-on-Pay (2024) | 10,916,690 | 144,255 | 7,470 | 348,100 |
Governance Assessment
- Board effectiveness: Bauer chairs the Compensation Committee and serves on Audit and Nominating, supporting oversight of pay, financial reporting, governance, and sustainability matters; Audit members are designated “financial experts” under NYSE standards .
- Alignment and incentives: Director pay mix combines fixed cash retainers with annual time-based restricted stock; no director options; stock ownership guidelines require meaningful holdings and forbid hedging/pledging, reinforcing alignment with shareholders .
- Independence and engagement: Bauer is independent, attended 100% of meetings, and received strong shareholder support in consecutive elections—positive signals for investor confidence .
- Conflicts/related parties: No related party transactions reported in FY2024; Compensation Committee uses an independent consultant (Pay Governance) and found no conflicts of interest .
- RED FLAGS: None disclosed—no hedging/pledging permitted, no related-party transactions, and consistently strong say-on-pay support .