John Kunz
About John Kunz
John E. Kunz, age 60, has served as an independent director of L.B. Foster (FSTR) since 2022. He is an audit committee financial expert with deep CFO and corporate finance experience, including service as SVP & CFO of PGT Innovations (2022–2023) and U.S. Concrete (2017–2021), and senior finance roles at Tenneco and Great Lakes Chemical. He brings 14 years of public company board experience, including prior chair roles on audit and compensation committees at Wabash National (2011–2022). In 2024 he attended 100% of board and committee meetings on which he served .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PGT Innovations, Inc. | Senior Vice President & Chief Financial Officer | 2022–2023 (retired 2023) | CFO leadership for premium windows/doors manufacturer |
| U.S. Concrete, Inc. | Senior Vice President & Chief Financial Officer | 2017–2021 | CFO for concrete/aggregates producer |
| Tenneco Inc. | Vice President & Controller; Principal Accounting Officer | 2015–2017 | Led global accounting and reporting |
| Tenneco Inc. | Vice President, Treasurer and Tax | 2006–2015 | Corporate treasury and tax oversight |
| Tenneco Inc. | Vice President & Treasurer | 2004–2006 | Corporate treasury |
| Great Lakes Chemical Corporation | Vice President & Treasurer; prior finance roles | 1999–2004 | Corporate finance leadership |
| Wabash National Corporation | Director; Chair Audit; Chair Compensation; Finance Committee Member | 2011–2022 | Chaired audit and compensation committees |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Wabash National Corporation | Director | 2011–2022 | Audit (Chair), Compensation (Chair), Finance |
Board Governance
- Committees: Audit Committee member; Compensation Committee Chair; participant in select ad hoc Corporate Responsibility Committee via committee-chair composition .
- Independence: Board determined Mr. Kunz (and all non-employee directors) are independent under Nasdaq and SEC rules; Audit Committee members (including Kunz) are independent and financially literate; Kunz is an “audit committee financial expert” .
- Attendance: Board held six meetings in 2024; all directors attended 100% of Board and relevant committee meetings .
- Committee activity levels: Audit Committee held 12 meetings in 2024; Compensation Committee held 6 meetings .
- Stock ownership guidelines: Non-employee directors expected to own Company stock equal to 4x annual cash compensation within five years; all serving directors in 2024 were compliant .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual cash retainer | $70,000 | 2024 | Standard non-employee director cash retainer |
| Compensation Committee Chair fee | $12,500 | 2024 | Chair premium |
| Total cash fees (disclosed) | $82,500 | 2024 | Matches table for Kunz |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting | Status at 12/31/2024 |
|---|---|---|---|---|---|
| Time-vested restricted stock | May 23, 2024 | 2,842 | $80,000 | One-year cliff vest | Unvested 2,842 shares |
| Options | — | — | — | — | Not granted to directors in 2024 (director program reflects stock awards) |
| Performance metrics (director awards) | — | — | — | — | None disclosed; director equity is time-based, not performance-conditioned |
Program context: In 2025, the Nomination & Governance Committee approved a $10,000 increase to the annual director equity award; cash retainer levels unchanged from 2023 .
Other Directorships & Interlocks
| Company | Relationship to FSTR (customer/supplier/competitor) | Overlap/Interlock | Notes |
|---|---|---|---|
| Wabash National Corporation | Not disclosed as a related party to FSTR | Prior board service (2011–2022) | Chaired audit and compensation committees |
Expertise & Qualifications
- CFO and principal accounting officer experience across industrials/manufacturing; deep familiarity with concrete/aggregates products and building materials value chain .
- Audit committee financial expert designation; seasoned governance experience as former audit and compensation committee chair at a public company .
- Capital markets, treasury, tax, and global reporting expertise from Tenneco and Great Lakes .
Equity Ownership
| Metric | Value | Date/Period | Notes |
|---|---|---|---|
| Common shares beneficially owned | 14,647 | Record Date March 20, 2025 | Beneficial ownership as reported |
| Percentage of class | <1% | Record Date March 20, 2025 | Company states “Less than 1%”; 10,698,834 shares outstanding |
| Right to acquire within 60 days | 0 | Record Date March 20, 2025 | No rights outstanding within 60 days |
| Unvested director stock awards | 2,842 | As of Dec 31, 2024 | May 23, 2024 grant vesting after one year |
| Deferred stock units | 0 | Record Date March 20, 2025 | No DSUs as of Record Date; DSU election permitted annually |
| Ownership guideline compliance | Compliant | 2024 | Directors expected to own 4x annual cash comp within 5 years; all serving directors in 2024 compliant |
Governance Assessment
- Strengths: Independent director with chair role on Compensation Committee; audit committee financial expert; 100% attendance; robust committee activity and oversight, including cybersecurity in Audit; use of independent compensation consultant (Pay Governance) with no conflicts found .
- Compensation design signals: Director pay mix balanced between cash ($82.5k) and equity ($80k) with time-based vesting; market benchmarking overseen by Nominating & Governance, with 2025 equity award value increased by $10k reflecting peer practice; cash levels unchanged since 2023 .
- Alignment and risk controls: Rigorous share ownership guidelines; anti-hedging and anti-pledging policies; clawback policy; annual say-on-pay support strong (>99% approval in 2024), indicating investor confidence in pay governance .
- Conflicts/related-party review: Company reports no related-party transactions >$120,000 since start of 2024 and maintains structured annual conflicts disclosure and Audit Committee oversight .
RED FLAGS: None identified in disclosures—no attendance issues, no related-party transactions, no director DSUs outstanding, and strong say-on-pay support .