Alex Jones

About Alex Jones

Alexander B. Jones, age 39, is an independent director of L.B. Foster Company (FSTR) since 2024 and Vice President/Senior Research Analyst at 22NW LP, a Seattle-based long/short small-cap value hedge fund (joined 2021). Prior roles include founder/principal at Porter Street Research (2017–2021), investment analyst at Legacy Research/Bonner & Partners (2017–2019), investment analyst at The Brookings Institution (2015–2017), and Senior Investment Associate at Cambridge Associates (2008–2015). He also serves on the board of Culp, Inc. with audit and compensation committee memberships, bringing a public-markets and capital allocation perspective to FSTR’s Board .

Past Roles

External Roles

Board Governance

• Independence: Board determined Jones (and all non-CEO directors) independent under Nasdaq rules .
• Committee assignments: Audit Committee member; Audit Committee met 12 times in 2024 .
• Attendance: Board held 6 meetings in 2024; Jones attended 100% of Board and committee meetings on which he served .
• Board structure: Independent Chair (separate from CEO); no lead independent director needed under current structure .

Fixed Compensation

Program details and fees:

• Standard annual cash retainer: $70,000; Chair adders: Board Chair $75,000; Committee Chairs $12,500 (Audit, Compensation, Nominating), Corporate Responsibility Committee Chair $6,250 .
• 2025 change: Nomination & Governance Committee raised annual director equity grant by $10,000; cash retainer unchanged .

Performance Compensation

Directors do not receive performance-based equity at FSTR; awards are time-based to align with shareholder value while avoiding short-term risk-taking .

Other Directorships & Interlocks

• 22NW Fund ownership and cooperation agreement: 22NW and affiliated investors beneficially owned 12.3% of FSTR as of the record date; cooperation agreement (Jan 25, 2024) included nominating Jones, standstill, and voting commitments aligned with Board recommendations (with limited exceptions), and committee appointment at least to one Board committee (Audit) .
• D&O indemnification: Jones receives the same D&O insurance, indemnity, and exculpation as other non-management directors per the cooperation agreement .

Expertise & Qualifications

• Capital allocation and shareholder perspective from hedge fund and institutional roles .
• Public company governance experience (Culp, Inc. audit and compensation committees) .
• Audit oversight participation at FSTR (Audit Committee membership) .

Equity Ownership

Ownership alignment policies:

• Director stock ownership guidelines: within 5 years, non-employee directors expected to own FSTR stock equal to 4x annual cash compensation; all non-employee directors serving in 2024 were compliant with guidelines .
• Anti-hedging/anti-pledging: Company prohibits hedging, short sales, derivatives, margin accounts, and pledging of Company shares by directors .

Board Governance (Committee Detail)

Governance Assessment

• Strengths: 100% attendance; independent status; Audit Committee service; anti-hedging/anti-pledging and clawback policies; structured director ownership guidelines; separation of Chair/CEO roles .
• Shareholder support: 2024 say-on-pay received >99% approval, indicating strong investor confidence in pay practices; while focused on executive pay, it signals governance credibility .
• Compensation alignment: Jones elected to take cash retainer in stock; annual equity vesting over ~1 year supports alignment without incentivizing short-term risk .
• Potential conflicts (RED FLAGS): Employment at 22NW LP and nomination via cooperation agreement with a 12.3% shareholder could raise perceived independence concerns; however, Board formally determined independence and no related-party transactions >$120,000 were reported. The agreement’s standstill and voting commitments (favoring Board’s slate/proposals with limited exceptions) may constrain dissenting oversight; investors should monitor committee influence and independent judgment over time .

Director Compensation Structure Analysis

• Mix: Cash retainer (prorated for 2024) plus time-vested equity; no meeting fees; chair fees only for committee chairs (not applicable to Jones in 2024) .
• 2025 program change: Equity grant value increased by $10,000; cash unchanged—incrementally increases equity mix for directors, a positive alignment signal .
• Deferral/elections: Jones elected stock in lieu of cash retainer for 2024; no deferrals into deferred units reported for him .

Insider Trades

No Form 4 transaction detail for Jones is disclosed in the proxy; investors may review SEC Form 4 filings for real-time updates .

Related Party Transactions

• Company reports no related-party transactions ≥$120,000 since start of 2024 involving directors, executives, ≥5% shareholders, or their immediate family members; Audit Committee reviews any potential related-party transactions as part of governance procedures .

Employment & Contracts

• As a director, Jones has no employment agreement with FSTR; receives standard D&O insurance and indemnification; director compensation consistent with peers via consultant-informed benchmarking .

Compensation Peer Group (Context)

• Compensation benchmarking uses a 16-company comparator set for executives and director program reviews; consultant (Pay Governance) engaged, with independence assessed and no conflicts identified .

Say-on-Pay & Shareholder Feedback

Management made no significant changes to executive incentive programs following strong shareholder support, indicating stability in pay governance .

Risk Indicators & Policies

• Clawback: Dodd-Frank/SEC/Nasdaq-compliant recoupment policy adopted; recent immaterial restatements did not affect incentive comp, no recovery triggered .
• Insider trading controls: Comprehensive insider trading policy; anti-hedging and anti-pledging prohibitions reinforce alignment .

Notes

• Outstanding shares at record date (for ownership context): 10,698,834 shares .
• Beneficial ownership by 22NW group and standstill constraints summarized above .