Bruce Thompson
About Bruce E. Thompson
Bruce E. Thompson (age 66) is an independent director of L.B. Foster Company since 2022 and serves as Chair of the Audit Committee and member of the Nominating & Governance Committee; he is designated an “audit committee financial expert.” He is President of Hospitality Development Company Group (since 2021) and previously held senior finance, internal audit, and separation leadership roles at Arconic and Alcoa, VP Finance at Johnson Controls, CFO at VITEC, and finance/operating roles at Ford Motor Company and Midwest Stamping; he is a trustee of Howard University and former board member/chair of the National Black MBA Association (2011–2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arconic Inc. | Vice President & Chief Separation Officer | 2019–2020 | Led corporate separation of rolled aluminum and engineered products businesses |
| Arconic Inc. | Vice President — Internal Audit | 2016–2019 | Built/led internal audit; audit oversight |
| Alcoa Inc. | Various VP/Director roles (Internal Audit; Business Planning & Analysis) | 2011–2014 | Corporate audit, planning & analysis leadership |
| Johnson Controls, Inc. | Vice President — Finance | 2006–2011 | Finance leadership at multinational conglomerate |
| VITEC, LLC | Chief Financial Officer | 2002–2005 | CFO responsibilities in manufacturing |
| Ford Motor Company; Midwest Stamping Company | Finance and cross‑functional roles | 1993–2001 | Progressive finance/operations roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hospitality Development Company Group | President | 2021–present | Hotel development & management |
| Howard University | Trustee | Not specified | Governance and education oversight |
| National Black MBA Association | Former Board Member & Chair | 2011–2020 | Non‑profit leadership |
Board Governance
- Independence: The Board determined all current directors except the CEO are independent, including Mr. Thompson .
- Committee assignments: Audit Committee Chair; Audit members include Thompson (Chair), Owen, Kunz, Meyer, Jones; Thompson, Kunz, and Owen are “audit committee financial experts.” He also serves on the Nominating & Governance Committee .
- Attendance: Board held six meetings in 2024; all directors attended 100% of Board and applicable committee meetings. Audit Committee held twelve meetings in 2024 .
- Executive sessions and oversight practices: Committees operate with independent membership, meet in executive session without management, and use an independent compensation consultant; the Audit Committee oversees financial reporting, ICFR, and cybersecurity risk .
- Corporate Responsibility oversight: Member of select ad hoc Corporate Responsibility Committee by virtue of being Audit Chair; committee chaired by Janet Lee, includes the chairs of standing committees and David Meyer .
- Anti‑hedging/pledging: Company policy prohibits hedging and pledging of Company securities by directors/officers/employees .
- Related‑party transactions: Company reports no related‑party transactions >$120,000 involving directors/officers/5% holders since the start of 2024; Audit Committee reviews any such matters .
- Section 16 compliance: Company believes all officers/directors/10% holders satisfied Section 16(a) filing requirements (no known delinquencies) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Board‑approved non‑employee director cash retainer |
| Audit Committee Chair fee | $12,500 | Chair retainer for Audit Committee |
| Total cash fees (2024) | $82,500 | Thompson elected cash (no stock or deferred units for cash retainer) |
Performance Compensation
| Equity Element | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual director restricted stock | May 23, 2024 | 2,842 | $80,000 | One year (vests on ~May 23, 2025) | No dividends on unvested awards; time-based vesting only |
- Plan features affecting directors: Annual cap of $500,000 in aggregate cash+equity per non‑employee director; minimum one‑year vesting/performance period; no repricing or discounted options; no dividends on unvested awards; clawback provisions aligned with SEC/Nasdaq rules .
- 2025 change: Nomination & Governance Committee approved a $10,000 increase in annual equity award value for non‑employee directors in 2025 (cash unchanged), following consultant review; signals modest enhancement of equity alignment .
- Performance metrics: Director awards are not performance‑conditioned; Company’s performance metrics library applies to officer/employee PSUs (e.g., EBITDA, FCF, Economic Profit Improvement), not to non‑employee director equity grants .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Howard University | Non‑profit | Trustee | No Company‑disclosed conflicts |
| National Black MBA Association | Non‑profit | Former Board Member & Chair | No Company‑disclosed conflicts |
| Hospitality Development Company Group | Private company | President | Hotel development; no related‑party transactions disclosed with FSTR |
- Public company directorships: None disclosed for Mr. Thompson in the proxy .
Expertise & Qualifications
- Audit and finance leadership across complex industrials; formally designated audit committee financial expert; deep ICFR/cyber oversight through Audit Committee role .
- Corporate separations and strategic transactions (Arconic split), CFO experience, and multi‑industry manufacturing/operations exposure (Johnson Controls, Alcoa/Arconic, VITEC, Ford/Midwest Stamping) .
- Governance and societal leadership via Howard University trusteeship and NBMBAA board/chair tenure .
Equity Ownership
| Metric | Value | As of/Notes |
|---|---|---|
| Beneficial ownership (common shares) | 14,726 | Record date March 20, 2025; less than 1% of outstanding |
| Ownership as % of shares outstanding | <1% | 10,698,834 shares outstanding on record date |
| Unvested restricted stock (2024 grant) | 2,842 | Unvested at 12/31/2024 |
| Deferred stock units | 0 | No DSUs as of the record date; none elected in 2024 by Thompson |
| Pledging/Hedging | Prohibited | Company policy prohibits hedging/pledging; no pledge disclosures noted |
| Ownership guideline | 4x annual cash compensation | Non‑employee directors expected to meet within five years; all serving in 2024 compliant |
Note: We attempted to retrieve Form 4 insider transactions for “Bruce Thompson” at FSTR to supplement holdings and transaction history, but could not access the Form 4 feed due to authorization issues. Section 16 compliance disclosure indicates no known filing delinquencies .
Governance Assessment
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Strengths for investor confidence:
- Independent director; Audit Chair and audit committee financial expert; robust committee workload (12 audit meetings in 2024) reflecting active oversight of financial reporting and cybersecurity .
- 100% attendance for Board and committee meetings; strong engagement .
- Alignment: annual equity grants with minimum one‑year vesting; 2025 equity value increased modestly; rigorous director ownership guidelines (4x cash retainer) and policy compliance; anti‑hedging/pledging and clawback provisions .
- No related‑party transactions disclosed; Section 16(a) compliance satisfied .
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Watch items and potential red flags:
- Personal stock ownership remains below 1%—typical at small caps but a continuing focus area; mitigated by annual equity grants and guideline compliance .
- Hospitality Development Company Group role is in an unrelated industry; no disclosed dealings with FSTR, but monitor for any future RPTs given Audit Chair responsibilities .
- Ongoing activist cooperation agreement (22NW) affects overall board dynamics; not a direct Thompson issue but relevant board context to monitor during committee/nomination cycles .
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Overall view: Thompson’s audit expertise, separation and finance background, perfect attendance, and policy structure (ownership, anti‑hedging/pledging, clawback) support board effectiveness and investor alignment, with no disclosed conflicts or attendance/pay anomalies; continued monitoring of ownership accumulation and any new external transactions remains prudent .