Brian Kelly
About Brian Kelly
Brian H. Kelly is Executive Vice President, Senior Advisor to the Chief Executive Officer effective January 1, 2025, after serving as EVP, Human Resources and Administration; he notified the company of his intention to retire effective December 31, 2025 . As a named executive officer (NEO) in 2024, his compensation is tied to corporate performance metrics (Adjusted EBITDA and Adjusted Free Cash Flow for annual incentives; Economic Profit Improvement and Adjusted EBITDA for PSUs), with an EVP target bonus opportunity of 55% of base salary . Company-level performance during 2024 included a cumulative TSR of $195.64 on a $100 base (since 12/31/2021) and net income of $42.8 million, supporting the pay-for-performance design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| L.B. Foster Company | EVP, Human Resources & Administration | Through 12/31/2024 | NEO overseeing HR and administration |
| L.B. Foster Company | EVP, Senior Advisor to the CEO | 2025 | Transition support and special projects during retirement runway; no change to compensation |
External Roles
No public external directorships or external roles were disclosed for Mr. Kelly in the 2025 Proxy or referenced 8-Ks reviewed .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 327,478 | 358,047 | 378,094 |
| Base Salary Rate (annual) ($) | — | 362,970 | 381,119 |
| Target Bonus (% of Salary) | — | 55% | 55% |
| Actual Annual Incentive Paid ($) | 170,050 | 291,966 | 214,017 |
| Discretionary Safety Bonus ($) | — | — | 10,756 |
| Stock Awards ($, grant-date fair value) | 475,113 | 294,172 | 370,088 |
| All Other Compensation ($) | 50,972 | 80,802 | 98,988 (see breakdown below) |
| Total Compensation ($) | 1,023,613 | 1,024,987 | 1,071,943 |
Perquisites and benefits (2024):
- 401(k) company match $20,700; SERP contribution $19,504; auto allowance $15,000; company-paid life and LTD premiums; club membership $18,291; financial planning $16,395 .
- SERP (non-qualified deferred compensation) 2024 contribution $19,504; 2024 aggregate earnings $5,318; balance at 12/31/2024 $97,168 .
Performance Compensation
Annual Incentive Plan (2024)
| Metric (Corporate) | Target | Actual | Payout % | Weight | Weighted Payout % |
|---|---|---|---|---|---|
| Adjusted EBITDA ($000s) | 36,218 | 34,478 | 88.0% | 75% | 66.0% |
| Adjusted Free Cash Flow ($000s) | 19,356 | 21,078 | 144.5% | 25% | 36.1% |
| Calculated Payout | — | — | — | — | 102.1% |
| Discretionary Safety Modifier | — | — | — | — | +5.0% (final 107.2%) |
Mr. Kelly’s target bonus remained 55% of base salary in 2024; actual cash incentive paid was $214,017 with an incremental safety-related bonus of $10,756 .
Long-Term Incentive Plan (LTI) Design and 2024 Outcomes
- 2024 LTI mix: 40% time-vested restricted stock (3-year ratable vesting) and 60% PSUs (three-year plan with annual measurement and banked tranches of 30%/30%/40%) .
- 2024 grant (May 23, 2024): Restricted shares 5,259; PSUs (at target) 7,888; PSU threshold 3,944 and maximum 15,776; grant-date fair values $148,041 (RS) and $222,047 (PSUs) .
- 2024-2026 PSUs (Year 1 tranche): Metrics and attainment
| PSU Plan | Metric | Target | Actual | Payout % | Metric Weight | Year-1 Tranche Weight | Banked PSUs (Kelly) |
|---|---|---|---|---|---|---|---|
| 2024–2026 | Economic Profit Improvement ($000s) | 4,200 | 3,425 | 81.5% | 50% | 30% | 2,035 |
| 2024–2026 | Adjusted EBITDA ($000s) | 36,200 | 34,153 | 90.6% | 50% | 30% | — |
| 2023–2025 | Economic Profit Improvement ($000s) | 9,734 (100%), 12,655 (200%) | 14,086 | 200% | 50% | 30% | 7,346 |
| 2023–2025 | Adjusted EBITDA ($000s) | 32,000 (100%), 41,600 (200%) | 34,153 | 122.4% | 50% | 30% | — |
| 2022–2024 | Corporate ROIC (Year 3) | 12.5% (100%), 16.2% (200%) | 10.1% | 52.6% (x 50% weight) | 50% | 50% (Year 3 plan weight) | 3,988 (2024 earn) |
| 2022–2024 | Adjusted EBITDA (Year 3, $000s) | 35,797 (100%), 46,536 (200%) | 34,153 | 90.1% (x 50% weight) | 50% | 50% | — |
Notes:
- 2024-2026 PSU Year 1 combined attainment equated to 86.1% of target; with 30% Year 1 tranche weight, 25.8% of PSUs were earned and banked; Kelly’s banked PSUs for this plan in 2024 totaled 2,035 .
- 2023-2025 PSU Year 2 banked shares for Kelly totaled 7,346 .
- 2022-2024 PSU plan three-year total payout equaled 83.3% of target; 2024 (Year 3) earned PSUs for Kelly were 3,988; shares distributed February 20, 2025 .
2024 Vested Equity (realized)
| Award Type | Vest/Distribution Date | Shares | Price/Share | Value |
|---|---|---|---|---|
| Restricted Stock | 02/14/2024 | 3,375 | $24.00 | $81,000 |
| Restricted Stock | 02/17/2024 | 1,918 | $24.00 | $46,032 |
| Restricted Stock | 02/26/2024 | 1,610 | $23.40 | $37,674 |
| PSUs (2021–2023) | 02/13/2024 | 1,988 | $23.76 | $47,236 |
| Performance-Based Stock Award (PBSAs) | 04/05/2024 | 1,666 | $27.17 | $45,256 |
| Total Shares/Value | — | 10,557 | — | $257,206 |
Equity Ownership & Alignment
| Ownership as of Record Date (3/20/2025) | Shares |
|---|---|
| Beneficial ownership (direct/indirect) | 56,225 |
| Additional earned PSUs (unsettled) | 27,224 |
| Total (beneficial + earned PSUs) | 83,449 |
| Percent of shares outstanding | <1% (10,698,834 shares o/s) |
| Unvested/Unearned Equity at 12/31/2024 | Amount |
|---|---|
| Unvested restricted stock (shares) | 41,153 |
| Unvested restricted stock (market value) | $1,107,016 |
| Unearned PSUs outstanding (shares) | 36,267 |
| Unearned PSUs (market/payout value) | $975,582 |
Restricted stock vesting schedules outstanding at 12/31/2024:
- 2022 grant: 1,919 shares; 3-year graded vesting (33 1/3% per year)
- 2023 grant: 6,751 shares; 3-year graded vesting
- 2024 grant: 5,259 shares; 3-year graded vesting
Stock ownership alignment and policies:
- Executive stock ownership guidelines: EVPs/SVPs required to own stock equal to 2.5x salary; 100% of net shares from vesting must be retained until guideline is met .
- Anti-hedging and anti-pledging policy: Hedging and pledging of company stock by directors, officers, and employees are prohibited .
Employment Terms
Severance and Change-in-Control (CIC)
- Design: Double-trigger CIC; severance equals a Benefit Factor multiplied by (base pay in effect at termination + target annual bonus); equity (restricted stock and PSUs) also uses double-trigger vesting .
- Clawback: 2023 clawback policy compliant with SEC/Nasdaq for erroneously awarded incentive compensation .
| Scenario (as of 12/31/2024) | Lump Sum Severance | Benefits Continuation | Equity (Unvested) | Outplacement | SERP | Total |
|---|---|---|---|---|---|---|
| Death | $214,017 | — | $690,575 | — | $97,168 | $1,001,760 |
| Disability | $214,017 | — | $544,371 | — | $97,168 | $855,556 |
| Retirement | $214,017 | — | $690,575 | — | $97,168 | $1,001,760 |
| CIC + Qualifying Termination | $1,181,469 | $41,003 | $1,578,724 | $15,000 | $97,168 | $2,913,364 |
| CIC (no termination) | — | — | — | — | — | $0 |
Notes: The “Lump Sum Severance” CIC value equals the Benefit Factor times (base pay + target bonus) per the Separation Plan .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval exceeded 99% in May 2024 for 2023 NEO compensation; no significant changes to incentive design followed, underscoring shareholder support for pay-for-performance .
Risk Indicators & Policies
- No hedging/pledging permitted; robust stock ownership and clawback policies in place .
- Incentives use caps, multiple performance metrics, and capital-efficiency measures to mitigate risk .
Compensation Structure Analysis
- Year-over-year mix: 2024 shows continued emphasis on at-risk pay (annual incentive and PSUs) with a balanced use of restricted stock for retention; no stock options were granted to NEOs in 2024 .
- Performance targets increased rigor over multi-year PSU cycles (e.g., EP Improvement and Adjusted EBITDA), with heavier weighting in later years to emphasize sustained performance .
Investment Implications
- Retention risk manageable: Announced retirement date (12/31/2025) and Senior Advisor role indicate an orderly transition; significant unvested equity ($1.11m restricted stock and $0.98m PSUs at 12/31/2024) aligns incentives to remain through key vesting and PSU settlement dates .
- Alignment to value creation: PSU metrics (Economic Profit Improvement and Adjusted EBITDA) directly link LTI payouts to profitability and capital returns; 2024 banked PSU results confirm sensitivity to financial outcomes .
- Limited near-term selling pressure: Anti-hedging/pledging reduces leverage-related risks; 100% net-share retention until ownership guidelines are met further constrains discretionary sales .
- Event risk: Double-trigger CIC terms limit windfall risk while ensuring continuity; potential CIC payouts are transparent and formulaic, with equity vesting tied to qualifying termination .
- Governance support: 99% Say-on-Pay backing and strong policy framework (clawback, ownership guidelines) lower governance overhangs pertinent to trading signals .