Felix Boeschen
FEDERAL SIGNAL CORP /DE/About Felix Boeschen
Felix M. Boeschen is Vice President, Corporate Strategy and Investor Relations at Federal Signal (FSS). He joined the company in September 2023 and was a Named Executive Officer (NEO) for 2024; education and age were not disclosed in the latest proxy . During 2024, FSS delivered record results with 8% net sales growth and adjusted EBITDA margin of 18.8% (+220 bps YoY), driving maximum STIP financial payouts; the 2022 PSU cycle for eligible recipients paid at 228% of target on top‑quartile relative TSR versus the S&P 600 Capital Goods Index, underscoring pay-for-performance alignment . Say‑on‑pay support was ~96% at the 2024 meeting, reflecting strong shareholder backing of the compensation program .
Fixed Compensation
2024 Cash Compensation and Benefits
| Component | 2024 Amount |
|---|---|
| Salary Paid | $333,125 |
| Target Bonus % of Salary | 40% |
| Target Bonus ($) | $133,900 |
| STIP Payout (% of Target) | 200% |
| Actual STIP Paid | $267,800 |
| All Other Compensation (perqs/benefits) | $27,490 |
| All Other Compensation breakdown | Auto allowance $9,000; 401(k) $10,250; Savings Restoration Plan $7,558; Dividend income $175; Other items $507 |
| Deferred Compensation (Savings Restoration Plan) | Executive contributions $12,615; Company contributions $7,558; Year‑end balance $20,091 |
Base Salary Progression (Rate)
| Year | Base Salary (Annual Rate) |
|---|---|
| 2023 | $325,000 |
| 2024 | $334,750 |
Performance Compensation
2024 STIP (Short-Term Incentive Plan) Design and Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted Income Before Income Taxes ($mm) | 60% | $208.3 | $231.4 | $254.5 | $271.8 | 200% of target |
| Adjusted EBITDA Margin % | 20% | 15.3% | 16.8% | 17.8% | 18.8% | 200% of target |
| Individual Objectives | 20% | — | — | — | Maximum | 200% of target |
Notes: Financial metrics are non‑GAAP as defined in the proxy; committee retained design for 2025 (80% financials/20% individual) .
2024 Long-Term Equity Incentive Grants (5/2/2024)
| Award Type | Shares/Units | Key Terms | Grant-Date Fair Value |
|---|---|---|---|
| PSUs | Threshold 373; Target 932; Maximum 2,237 | 3‑year performance period ending 12/31/2026; 75% cumulative Adjusted EPS, 25% average ROIC; relative TSR +/-20% modifier vs S&P 600 Capital Goods; cliff vest at end of period if earned | $79,994 |
| Stock Options | 1,367 options; Exercise price $82.31; Exp. 5/2/2034 | Vest 1/3 annually over 3 years; value only if stock price appreciates | $39,985 |
| Restricted Stock | 486 shares | 3‑year cliff vest on 5/2/2027, subject to service | $40,003 |
Context: PSUs since 2022 include a TSR modifier; the 2022 PSU cycle for eligible recipients earned at 228% of target (190% on financials plus 20% TSR top‑quartile modifier), with shares issued in Q1 2025 to recipients employed on 12/31/2024 .
Equity Ownership & Alignment
| Item | Amount / Policy |
|---|---|
| Beneficial Ownership (as of 2/24/2025) | 486 shares |
| Shares Outstanding (for % calc) | 61,097,138 |
| Ownership % of Outstanding | ~0.0008% (486 / 61,097,138; derived from cited inputs) |
| Unvested Restricted Stock | 486 shares |
| Options Unexercisable | 1,367 options (vest 1/3 annually) |
| PSUs Outstanding (Target) | 932 target units (2024 grant) |
| PSUs Outstanding (Maximum reporting basis) | 2,237 units (proxy table reports maximum) |
| Stock Ownership Guidelines | Section 16 officers: 2x base salary; sales restricted until target achieved; after achieving, must retain 50% of net after-tax shares for 2 years |
| Compliance Status | Joined in Sep 2023; “making progress” toward ownership target |
| Hedging/Pledging | Prohibited (no pledging or hedging; no short sales or derivatives) |
Employment Terms
Severance and Change‑in‑Control (as of 12/31/2024; plan-based calculations)
| Scenario | Severance Comp | Pro‑Rata Bonus | Stock Options | Restricted Stock | Performance Shares | Medical | Dental | Life | Excise Gross‑Up | Total |
|---|---|---|---|---|---|---|---|---|---|---|
| Involuntary Termination (No Cause) or Good Reason | $351,488 | $133,900 | $0 | $0 | $0 | $5,385 | $59 | $380 | $0 | $491,212 |
| Death | $0 | $133,900 | $13,779 | $44,902 | $28,702 | $0 | $0 | $0 | $0 | $221,283 |
| Disability | $0 | $133,900 | $13,779 | $44,902 | $28,702 | $0 | $0 | $0 | $0 | $221,283 |
| Change‑in‑Control Only | $0 | $0 | $13,779 | $44,902 | $86,107 | $0 | $0 | $0 | $0 | $144,788 |
| Change‑in‑Control + Termination (No Cause/Good Reason) | $937,300 | $133,900 | $13,779 | $44,902 | $86,107 | $14,360 | $59 | $380 | $0 | $1,230,787 |
Key terms and governance:
- CIC severance capped at 2.0x base salary + target bonus under his agreement; company policy limits severance to ≤2.99x pay absent shareholder approval; tax gross‑ups prohibited (except limited relocation/expatriate cases) .
- Clawback policy compliant with SEC/NYSE requires recovery of excess incentive-based compensation for restatements; applies to Section 16 officers .
Compensation Structure Analysis
- Mix emphasizes at‑risk pay: LTIP split has been stable since 2017 at PSUs 50% (EPS 75%/ROIC 25% with TSR modifier), Options 25%, and Restricted Stock 25%, balancing performance leverage with retention .
- STIP metrics concentrate on profitability quality: 60% Adjusted pre‑tax earnings and 20% Adjusted EBITDA margin promote earnings power and discipline; design maintained for 2025 .
- Market benchmarking: Compensation set versus a reviewed peer group and survey data to target competitive levels; other NEOs ~68% of target pay at risk, supporting alignment (context for program design) .
Investment Implications
- Alignment: Boeschen’s incentives are tightly linked to profit and return metrics (STIP earnings/EBITDA margin; LTIP EPS/ROIC with relative TSR modifier), and 2024 max STIP outcomes reflect execution against aggressive targets (financials exceeded “max”) . Equity ownership guidelines and a prohibition on hedging/pledging reinforce alignment and constrain near‑term selling before he meets his ownership target .
- Retention and vesting overhang: 2024 awards vest over 3 years (options ratable; restricted stock cliff in 2027; PSUs through 12/31/2026), creating retention hooks and a potential issuance/selling window in early 2027 depending on PSU performance; policy requires post‑target holding of 50% of net shares for 2 years .
- Ownership/signal: Current beneficial stake is small (486 shares; ~0.0008% of outstanding), limiting direct “skin‑in‑the‑game” signal near term; however, mandated accumulation and limited selling mitigate insider supply risk until targets are reached .
- Governance risk low: No excise tax gross‑ups, strong clawback, severance caps, and robust say‑on‑pay support (~96%) reduce shareholder‑friendliness concerns .
Data sources: 2025 DEF 14A for FSS, dated March 7, 2025; specific tables and provisions cited inline.