Gregory Lippard
About Gregory Lippard
Gregory W. Lippard, age 56, is Senior Vice President – Rail, Technologies, and Services at L.B. Foster, overseeing the company’s largest segment with a long tenure across commercial and operating roles since originally joining in 1991 and rejoining in 2000 after a stint at Tube City as VP – International Trading . Under current incentive frameworks, corporate Adjusted EBITDA reached $34.5 million in 2024, while total shareholder return since year-end 2021 stood at 95.6% on a $100 base; net income was $42.8 million in 2024 following $1.3 million in 2023 and a loss in 2022, aligning executive pay with value creation and profitability .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| L.B. Foster | SVP – Rail, Technologies, and Services | 2023–present | Leads Rail segment, integrating technologies/services to drive EBITDA and FCF |
| L.B. Foster | SVP – Rail | 2021–2023 | Oversaw Rail segment performance and portfolio focus |
| L.B. Foster | VP – Rail, Technologies, and Services | 2020–2021 | Advanced tech-enabled offerings within Rail |
| L.B. Foster | VP – Rail | Jan–Nov 2020 | Managed core Rail operations and sales |
| L.B. Foster | VP – Rail Products | 2017–2019 | Product leadership and margin enhancement |
| L.B. Foster | VP – Rail Product Sales | 2000–2017 | Commercial growth across Rail products |
| L.B. Foster | Various roles (initial employment) | 1991–1998 | Early operating/commercial responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tube City, Inc. | Vice President – International Trading | 1998–2000 | Global trading and supply chain expertise leveraged upon rejoining L.B. Foster |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $318,552 | $332,217 | $351,698 |
| All Other Compensation ($) | $45,687 | $67,043 | $67,694 (401k $20,700; SERP $12,192; auto allowance $12,000; life & LTD premiums; club memberships $19,752) |
Perquisites and benefits largely reflect standardized executive programs (401k match, SERP contributions, car allowance, insurance, club memberships) .
Performance Compensation
| Metric | Weighting | Target (2024) | Actual (2024) | Payout (% of Target) | Notes/Vesting |
|---|---|---|---|---|---|
| Corporate Adjusted EBITDA ($000) | 20% | $36,218 | $34,478 | 88.0% | Annual cash incentive; payouts per plan |
| Rail Adjusted EBITDA ($000) | 50% | $24,574 | $27,927 | 154.6% | Segment-level performance |
| Rail Adjusted Free Cash Flow ($000) | 30% | $26,770 | $30,173 | 163.6% | Segment-level performance |
| Safety Performance Modifier | — | — | — | +5% discretionary | Applied by Compensation Committee |
Resulting 2024 annual cash incentive payout was 151.2% of target for Lippard; cash paid under the plan was $253,223 plus the 5% modifier of $12,626, totaling $265,849 .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Shares Beneficially Owned | 45,883 (incl. 1,531 in 401k plan) |
| Additional Earned PSUs (not settled within 60 days of record date) | 22,428 |
| Total Economic Exposure (shares + earned PSUs) | 68,311 |
| Ownership as % of Outstanding | <1% (10,698,834 shares outstanding at 3/20/2025) |
| Stock Ownership Policy | SVPs must hold ≥2.5× salary; must retain 100% of net shares until compliant |
| Anti‑Hedging / Anti‑Pledging | Hedging and pledging prohibited by insider trading policy |
Vested vs unvested: Lippard held 34,108 unvested restricted shares and 30,079 unearned/unvested PSUs at 12/31/2024, supporting future alignment and potential selling pressure upon vesting/settlement .
Equity Grants and Vesting Schedules
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Restricted Stock | 2/17/2022 | 1,535 | — | 3-year graded; 33⅓% per year |
| Restricted Stock | 2/14/2023 | 5,626 | — | 3-year graded; 33⅓% per year |
| Restricted Stock | 5/23/2024 | 4,519 | $127,210 | 3-year graded; 33⅓% per year |
| PSUs (2022–2024 plan) | 2/17/2022 | 7,452 (as of 12/31/2024; paid 2/20/2025 at 83.3% total payout) | — | Settled post-certification; 3-year performance |
| PSUs (2023–2025 plan) | 2/14/2023 | Earned & banked: 2023 tranche 186.9% and 2024 tranche 161.2%; total banked units 13,227 (earned tranches plus assumed max for 2025 for disclosure) | — | Vests/settles Q1 2026 after final certification |
| PSUs (2024–2026 plan) | 2/13/2024 | Target 6,779; 2024 tranche earned 1,749 (86.1% × 30%) | $190,829 | Vests/settles Q1 2027 post-certification |
No stock options outstanding; company does not grant option-like awards to NEOs currently .
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | None; company does not use executive employment agreements as standard practice |
| Severance Plan (Change‑in‑Control) | Double trigger; SVP benefit factor 2.0 × (base salary + target bonus); COBRA benefits until earlier of age 65/other employment/COBRA term; $15,000 outplacement; 280G cutback applies |
| Equity under CoC | If assumed: completed PSU periods at actual; future/incomplete at target; conversion to time-based; acceleration upon qualifying termination; if not assumed: single trigger earning at target; restricted stock vests |
| Estimated CoC Economics (as of 12/31/2024) | Lump sum severance $1,055,094; benefits continuation $41,003; equity acceleration/earning $1,325,399; outplacement $15,000; SERP $99,213; total $2,535,709 |
| SERP Balance | $99,213; 2024 company contribution $12,192; 2024 aggregate earnings $6,406 |
| Clawback Policy | Dodd‑Frank/SEC/Nasdaq compliant; recovery of erroneously awarded incentive compensation under restatement; applied but no recoupment required for 2024 adjustments |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (value of $100 investment) | $70.40 | $159.93 | $195.64 |
| Net Income (Loss) ($000) | ($45,677) | $1,299 | $42,843 |
| Corporate Adjusted EBITDA ($000) | — | — | $34,478 |
Pay-for-performance linkage was reinforced by 2024 shareholder say‑on‑pay approval (>99% of votes cast), with a robust mix of profitability and capital efficiency metrics (Adjusted EBITDA, Adjusted FCF, and multi-year Economic Profit Improvement) driving incentives .
Compensation Governance and Peer Benchmarking
- Comparator peer group (16 companies across materials/industrial sectors with revenue/assets ~0.5–2× L.B. Foster, market cap < $1.5B) used to calibrate pay to the market median; Pay Governance LLC engaged as independent consultant; no conflicts identified .
- Compensation practices include double-trigger CoC, share ownership guidelines, clawback, and anti-hedging/anti-pledging policies; options not granted to NEOs; awards are capped and diversified across metrics to mitigate risk .
- 2025 Equity & Incentive Plan (subject to shareholder approval) authorizes 785,000 shares, with minimum vesting/performance periods, no repricing without shareholder approval, and strong clawback protections .
Investment Implications
- Strong alignment: Significant unvested restricted stock and PSUs create continued retention and performance linkage; hedging/pledging prohibitions and SVP ownership targets (2.5× salary) reinforce alignment .
- Near-term selling pressure: Multiple vesting events (restricted stock in 2025–2027; PSU settlements in Q1 2026 and Q1 2027) could create episodic liquidity, though ownership policy’s retention requirements partially mitigate this .
- Incentive quality: Mix of annual Adjusted EBITDA/FCF and multi-year Economic Profit Improvement/Adjusted EBITDA supports profitability and capital discipline; 2024 Rail outperformance (EBITDA/FCF above targets) produced a 151.2% bonus outcome, indicating segment execution strength under Lippard’s remit .
- Downside protection/governance: Double-trigger CoC and clawback provisions, along with no tax gross-ups and option repricing prohibitions, reduce governance risk; robust say‑on‑pay backing (>99%) signals shareholder support for pay design .