Mark Weber
FEDERAL SIGNAL CORP /DE/About Mark Weber
Senior Vice President and Chief Operating Officer of Federal Signal Corporation, appointed effective January 15, 2018 and serving in this role through fiscal year-end 2024; prior education includes a B.S. in Mechanical Engineering (Rose-Hulman Institute of Technology) and an MBA (Indiana University), with earlier operational roles at Cummins Engine Company . Track record includes leading Supreme Industries’ operational turnaround with ~6% revenue CAGR, >300 bps margin expansion, and sale at $21/share versus $4.27/share when he became CEO, reflecting disciplined execution and value creation . Company performance context during his tenure: total shareholder return (value of $100 investment) rose from 104 (2020) to 299 (2024) and Net Income increased from $96.2M (2020) to $216.3M (2024); FSS highlighted record results with double-digit top-line and earnings growth and margin expansion in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Supreme Industries (NYSE: STS) | President & CEO | 2013–2017 | Led turnaround; revenue CAGR ~6%, margin +300 bps; sold to Wabash National at $21/share vs $4.27/share at start |
| Federal Signal – Environmental Solutions Group | Group President | ~10 years | Deployed lean and ISO quality systems; divested non-core assets; expanded into higher-growth markets |
| Federal Signal | Executive (various) | 17 years (prior to 2013) | Senior operating leadership across manufacturing and operations |
| Cummins Engine Company | Operations and NPD roles | Early career | Operations management and new product development experience |
External Roles
No external public company directorships or committee roles disclosed for Mr. Weber in the latest proxy .
Fixed Compensation
Multi-year summary compensation for Mark D. Weber (USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $572,917 | $591,937 | $609,696 |
| Stock Awards (grant-date fair value) | $749,976 | $899,959 | $900,058 |
| Option Awards (grant-date fair value) | $250,019 | $300,038 | $299,930 |
| Non-Equity Incentive Plan Compensation (STIP) | $553,014 | $892,238 | $919,005 |
| All Other Compensation | $93,510 | $114,088 | $141,575 |
| Total Compensation | $2,219,436 | $2,798,260 | $2,870,264 |
2024 perquisites and other items detail:
| Item | Amount |
|---|---|
| Auto allowance | $11,400 |
| Retirement Savings Plan contributions | $13,800 |
| Savings Restoration Plan contributions (company) | $106,759 |
| Dividend income on unvested restricted stock | $8,038 |
| Other items (airline club $650; life insurance premium $928) | $1,578 |
| Total “All Other Compensation” | $141,575 |
Short-Term Incentive Plan (STIP) targets and payouts:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Target Bonus % of Salary | 75% | 75% |
| Total Target Incentive ($) | $446,119 | $459,503 |
| STIP Payment as % of Target | 200% | 200% |
| Total STIP Paid ($) | $892,238 | $919,005 |
Company salary rate context (targeting ~50th percentile):
| Name | 2023 Annual Base Salary | 2024 Annual Base Salary |
|---|---|---|
| Mark D. Weber | $594,825 | $612,670 |
Performance Compensation
2024 annual long-term incentive (LTI) grant mix:
| Component | Grant-Date Target Value | Design / Metrics |
|---|---|---|
| PSUs | $600,038 | EPS from Continuing Operations (75%), ROIC (25%); Relative TSR modifier applies if top/bottom quartile vs S&P 600 Capital Goods (±20%) |
| Stock Options | $299,930 | 10-year term; vest ratably over 3 years; granted at $82.31 on 5/2/24; 10,254 options |
| Restricted Stock | $300,020 | Time-based; cliff vest three years from 5/2/24; 3,645 shares |
| Total LTI | $1,199,988 | Emphasis on pay-for-performance |
PSU share targets (2024 grant):
| PSU Grant (Date) | Target Shares | Maximum Shares | Performance Period | Vesting |
|---|---|---|---|---|
| 5/2/24 | 6,991 | 16,778 | 3 years ending 12/31/2026 | Shares earned 0–240% of target, subject to TSR modifier |
Realized awards in FY 2024:
| Metric | Value |
|---|---|
| Shares acquired on vesting (Stock Awards) | 35,430 shares |
| Value realized on vesting | $3,232,772 (PSUs granted FY 2022 earned at 228%; valued at $92.39 on 12/31/24) |
Option exercise activity:
| Year | Options Exercised | Value Realized |
|---|---|---|
| 2023 | 56,944 | $2,189,679 |
| 2024 | — | $— |
Equity Ownership & Alignment
Beneficial ownership and exercisable options (as of Feb 24, 2025):
| Holder | Shares Beneficially Owned | % of Outstanding | Options Exercisable within 60 Days |
|---|---|---|---|
| Mark D. Weber | 110,653 | * (<1%) | 37,150 |
Outstanding equity awards (FY-end 2024):
| Grant Date | Unexercisable Options (#) | Exercise Price | Expiration | Unvested RS Shares (#) | RS Market Value | Unearned PSUs (#) | PSU Payout Value |
|---|---|---|---|---|---|---|---|
| 5/4/22 | 6,593 | $35.80 | 5/4/32 | — | — | — | — |
| 5/4/22 (RS) | — | — | — | 6,983 | $645,159 | — | — |
| 5/4/23 | 11,469 | $51.81 | 5/4/33 | — | — | — | — |
| 5/4/23 (RS) | — | — | — | 5,789 | $534,846 | — | — |
| 5/4/23 (PSU) | — | — | — | — | — | 26,604 | $2,457,944 |
| 5/2/24 | 10,254 | $82.31 | 5/2/34 | — | — | — | — |
| 5/2/24 (RS) | — | — | — | 3,645 | $336,762 | — | — |
| 5/2/24 (PSU) | — | — | — | — | — | 16,778 | $1,550,156 |
Ownership policy alignment:
- COO stock ownership guideline: 3x base salary; executives cannot sell before meeting targets and must retain at least 50% of vested shares for two years after vesting/grant; Weber’s earned equity holdings exceed his target level as of 12/31/2024 .
- Counting methodology: includes outright shares, unvested restricted stock, earned PSUs, and Retirement Savings Plan shares; excludes outstanding options and unearned PSUs .
Deferred compensation:
| Plan | Executive Contributions (2024) | Company Contributions (2024) | Aggregate Earnings (2024) | Aggregate Balance (FY-end) |
|---|---|---|---|---|
| Savings Restoration Plan | $87,486 | $106,759 | $94,099 | $1,088,062 |
| Components of 2024 deferral: Salary $33,952; 2023 STIP $53,534 |
Employment Terms
Change-in-control economics and severance:
| Scenario | Severance Compensation | Pro-Rata Bonus | Options | Restricted Stock | Performance Shares | Benefits/Other | Total |
|---|---|---|---|---|---|---|---|
| Change-in-Control Only | $— | $— | $941,870 | $1,516,767 | $1,670,041 | $— | $4,128,678 |
| Change-in-Control + Termination (Good Reason/Without Cause) | $3,205,796 (capped at 2.99x salary+target bonus) | $459,503 | $941,870 | $1,516,767 | $1,670,041 | Insurance $928; Medical $42,818; Dental $186 | $7,837,909 |
| Death/Disability (for comparison) | $— | $459,503 | $941,870 | $1,516,767 | $898,061 | Insurance $928 | $3,816,201 |
Material conditions for receiving severance (non-CIC):
- General release; confidentiality; 12-month non-compete; 12-month non-solicit of employees .
- Executive General Severance Plan (EGSP): Weber not eligible as of 12/31/2024 due to preconditions tied to CEO status; plan tiers define cash severance amounts and benefit continuation for Tier I–III participants .
Initial appointment terms (Dec. 2017 offer letter):
- Base salary $450,000; target STIP 65% of salary (max 130%); initial LTI target ~$500,000 (50% PSUs; 25% options; 25% time-based RSAs); monthly car allowance $950; subject to stock ownership guidelines and Insider Trading Policy; Non-Competition, Non-Solicitation & Confidentiality Agreement required for equity awards .
Related party and governance safeguards:
- No related party transactions or family relationships disclosed in appointment; CIC severance capped; no excise tax gross-ups .
Compensation Peer Group and Governance
- 2024 compensation peer group (selected): Alamo Group, Allison Transmission, Barnes Group, Brady, Chart Industries, Columbus McKinnon, EnPro, Franklin Electric, Graco, IDEX, John Bean Technologies, MSA Safety, SPX Technologies, Standex, Tennant, Terex, The Toro Company, Wabash National .
- Base salaries targeted to ~50th percentile of market; at-risk pay emphasis (~68% for non-PEO NEOs) .
- Say-on-pay support: ~96% approval at 2024 Annual Meeting .
- Independent comp consultant (Meridian) advises peer group and program design .
Performance & Company Context
Pay-versus-performance linkage (company metrics):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (value of $100 initial) | 104 | 137 | 148 | 247 | 299 |
| Peer Group TSR (value of $100 initial) | 116 | 145 | 139 | 192 | 226 |
| Net Income ($M) | 96.2 | 100.6 | 120.4 | 157.4 | 216.3 |
| Adjusted income before income taxes ($M) | 133.3 | 128.0 | 150.5 | 204.9 | 271.8 |
Company highlighted record 2023 results: double-digit year-over-year top-line and earnings growth, margin expansion, and improved cash flow generation .
Investment Implications
- Alignment: High at-risk mix and PSU design (EPS/ROIC with TSR modifier) create direct linkage to multi-year value creation; ownership guideline compliance and 50% post-vesting holding requirements mitigate near-term selling pressure post large PSU vestings (e.g., 228% earn-out in 2024) .
- Retention risk: CIC terms include double-trigger severance (cash capped at 2.99x salary+target bonus) and full equity acceleration, offering protection without tax gross-ups; non-eligibility for EGSP absent CEO transition reduces non-CIC severance exposure while 12-month non-compete/non-solicit protects the franchise .
- Trading signals: Significant PSU vesting and issuance timing (shares issued ~Feb 27, 2025) can introduce supply dynamics; however, policy-driven post-target retention and continuing unearned PSU overhang (26,604 from 2023 grant; 16,778 from 2024 grant) stagger future vesting events, diffusing concentrated sell pressure .
- Execution: Weber’s past turnaround credentials and company TSR/net income trajectory during his tenure support ongoing operational discipline; say-on-pay support (~96%) and Meridian oversight of peer benchmarking suggest governance stability and reduced pay inflation risk .