David Meyer
About David J. Meyer
Independent director of L.B. Foster Company since 2024; age 55. CEO of FerroWorks, LLC (private foundry/forge) since 2024; non‑executive Chair of A. Stucki Company since 2023 (Executive Chair 2022–Nov 2023). 29 years in manufacturing, including 24 years in the rail industry; holder of seven rail-product patents. Service record includes U.S. Army Reserve Captain (1995–2003) introducing LEAN to Army Depot operations in 2002 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Westinghouse Air Brake Technologies (Wabtec) | President, Industrial Group; Group Executive, Transit; prior ops roles | 1999–2017 | Led rail manufacturing/business lines |
| Stone Canyon Industries Rail | Chief Operating Officer | 2019–2020 | Private rail platform operations |
| Oxford Automotive Incorporated | Factory Manager | 1995–1999 | Tier-1 automotive manufacturing leadership |
| Eaton Corporation | Manufacturing/Product Line/Project Manager | 1995–1998 | Engineered products manufacturing |
| Northern Bel, LLC | Founder | 2018– | Consulting and acquisitions |
| U.S. Army Reserve | Captain | 1995–2003 | LEAN implementation at Army Depot in 2002 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FerroWorks, LLC (private) | Chief Executive Officer | 2024–present | Foundry/forge serving rail, mining, defense |
| A. Stucki Company (private) | Non‑Executive Chair | 2023–present | Executive Chair 2022–Nov 2023; freight/rail parts manufacturer |
| American Track Services (private) | Board Member | 2019–2021 | Track services provider |
Board Governance
- Committee memberships: Audit Committee member (Chair Bruce Thompson; members Owen, Kunz, Meyer, Jones) ; Select Ad Hoc Corporate Responsibility Committee member (Chair Janet Lee; members Thompson, Owen, Kunz, Meyer) .
- Independence: Board determined all directors except CEO (Kasel) are independent under Nasdaq rules; Meyer is independent .
- Attendance: Board held 6 meetings in 2024; all directors attended 100% of Board and their committee meetings . Audit Committee held 12 meetings in 2024 .
- Board leadership: Independent Chair (Betler); no lead independent director due to split Chair/CEO roles .
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (Fair Value) | Total | Key Details |
|---|---|---|---|---|
| 2024 | $70,000 | $136,382 | $206,382 | Annual cash retainer $70,000; 2,564 restricted shares on Jan 1, 2024 (proration of 2023–2024 director award); 2,842 shares on May 23, 2024 vesting in one year |
- Director fee schedule: Cash retainer $70,000; committee chair retainers (Audit/Comp/Nominating $12,500; Corporate Responsibility Chair $6,250); Board Chair $75,000. Meyer is not a standing committee chair; his cash reflects base retainer only .
Performance Compensation
- Directors do not receive option awards or PSUs; equity is time‑vested restricted stock; no performance metrics apply to director grants .
Program features and governance controls:
| Feature | Terms |
|---|---|
| One‑year minimum vesting | Annual director equity vests on one‑year anniversary of grant (≥50 weeks), satisfying minimum vest rules |
| Non‑employee director annual cap | $500,000 maximum value of cash+equity grants per director per calendar year |
| Clawback | Awards subject to recovery under SEC/Nasdaq rules and Company policy |
| Anti‑hedging/pledging | Company prohibits hedging and pledging by directors |
Other Directorships & Interlocks
| Company | Type | Overlap With FSTR | Potential Conflict Note |
|---|---|---|---|
| A. Stucki Company | Private manufacturer of freight/rail parts | Same rail ecosystem | No related‑party transactions >$120,000 disclosed by FSTR since 2024; Board affirmed independence after relationship review |
| FerroWorks, LLC | Private foundry/forge | Industrial supplier | No related‑party transactions disclosed |
| American Track Services | Private rail services | Rail sector | No related‑party transactions disclosed |
The proxy states the Company is not aware of any related‑party transactions meeting SEC Item 404 thresholds since the beginning of 2024; Audit Committee reviews any such matters .
Expertise & Qualifications
- Rail manufacturing/operator across Wabtec/Stone Canyon; 7 patents in rail products .
- LEAN manufacturing and operations acumen; U.S. Army Reserve leadership .
- Audit Committee member (not designated “financial expert” — experts are Thompson, Kunz, Owen) .
Equity Ownership
| Holder | Beneficial Shares | % of Shares Outstanding | Unvested Director Shares | Notes |
|---|---|---|---|---|
| David J. Meyer | 5,406 | ~0.05% (5,406 / 10,698,834) | 5,406 (Dec 31, 2024) | Non‑employee directors expected to own stock = 4× annual cash comp within 5 years; all directors serving in 2024 compliant |
- Anti‑hedging/pledging policy applies; Section 16 filing compliance satisfactory for officers/directors (no delinquencies) .
Governance Assessment
- Strengths: Independent director with deep rail/manufacturing expertise; full attendance; meaningful equity alignment via annual restricted stock; robust governance controls (clawback; anti‑hedging/pledging; director comp cap; minimum vesting) .
- Compensation alignment: Cash retainer only; equity vests over one year; no options/PSUs or tax gross‑ups; director comp program reviewed by independent consultant; 2025 increased annual equity award by $10,000 with cash unchanged (peer‑aligned) .
- Potential conflicts: External leadership roles at A. Stucki and FerroWorks operate in adjacent rail supply markets; FSTR discloses no related‑party transactions and confirms director independence after review — mitigates conflict risk, but ongoing monitoring advisable .
- Audit oversight: Active Audit Committee membership; committee met 12 times in 2024, indicating strong financial oversight cadence .
- Shareholder signals: Say‑on‑pay support >99% in 2024 suggests investor confidence in overall compensation governance framework .