Patrick Guinee
About Patrick Guinee
Patrick J. Guinee is Executive Vice President, General Counsel, and Corporate Secretary at L.B. Foster, a role he has held since June 2023 after serving as Senior Vice President and previously Vice President since joining the company in 2014; he is 55 years old as of the FY2024 10-K . Prior to L.B. Foster, he held senior corporate governance roles at H. J. Heinz (1997–2013) and Education Management Corporation (2013–2014) . His incentive design emphasizes Adjusted EBITDA, Adjusted Free Cash Flow, and Economic Profit Improvement, with annual and multi-year PSU frameworks; 2024 corporate actuals were $34.478 million Adjusted EBITDA vs $36.218 million target and $21.078 million corporate Adjusted FCF vs $19.356 million target, with payouts of 88.0% and 144.5% respectively . Governance practices include no executive employment agreements, double-trigger change-in-control vesting and severance, anti-hedging/anti-pledging policy, and an SEC/Nasdaq-compliant clawback adopted in 2023 (restatements in 2024 did not trigger recovery) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| L.B. Foster | EVP, General Counsel & Secretary | 2023–present | Top legal officer; corporate secretary; supports compensation/governance and capital discipline frameworks . |
| L.B. Foster | SVP/VP, General Counsel & Secretary | 2014–2023 | Established governance, disclosure, and securities compliance; advanced equity plan design and clawback, ownership policy . |
| Education Management Corporation | VP – Securities & Corporate; Assistant Secretary | 2013–2014 | Led securities and corporate governance functions . |
| H. J. Heinz Company | VP – Corporate Governance & Securities; Assistant Secretary | 1997–2013 | Corporate governance and securities oversight at a global issuer . |
External Roles
- No public company directorships disclosed; serves as Corporate Secretary at L.B. Foster .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $344,461 | $372,228 | $392,625 |
| Bonus ($) | — | — | $11,170 (safety modifier) |
| Target Bonus % of Base Salary | — | — | 55% |
| Base Salary Rate (annualized) | — | $376,920 | $395,766 |
Notes:
- 2024 salary increases effective March 1; adjustments reference market median (50th percentile) .
- 2024 bonus reflects a 5% favorable modifier for record safety performance .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout % | Weighted Payout % |
|---|---|---|---|---|---|
| Corporate Adjusted EBITDA | 75% | $36,218k | $34,478k | 88.0% | 66.0% |
| Corporate Adjusted Free Cash Flow | 25% | $19,356k | $21,078k | 144.5% | 36.1% |
| Total Achievement | — | — | — | — | 102.1% |
| Safety Modifier | — | — | — | +5% | 107.2% (final payout) |
Definitions and reconciliations for Adjusted EBITDA and Adjusted FCF are provided in Appendix B of the proxy .
PSUs – Performance and Earned Shares
| Plan | Year Tranche | Metrics | Target | Actual | Payout % | Year Weight | Result |
|---|---|---|---|---|---|---|---|
| 2024–2026 LTIP | 2024 | Economic Profit Improvement | $4,200k | $3,425k | 81.5% | 30% | Banked in plan |
| 2024–2026 LTIP | 2024 | Adjusted EBITDA | $36,200k | $34,153k | 90.6% | 30% | Banked in plan |
| 2022–2024 LTIP | 2024 (Year 3) | Corporate ROIC (50%) + Adjusted EBITDA (50%) | See table | ROIC 10.1%, EBITDA $34,153k | 71.3% (composite) | 50% | Settled Feb 20, 2025 |
Earned PSUs (executive-specific):
- 2024–2026 LTIP: Guinee earned and banked 2,194 PSUs for Year 1; settlement at end of 3-year period (Feb 2027) .
- 2022–2024 LTIP: Guinee earned 4,387 PSUs in Year 3; achievement certified and shares distributed on Feb 20, 2025 .
Equity Ownership & Alignment
Beneficial Ownership
| Record Date | Shares Beneficially Owned | % of Class | Underlying Earned PSUs | Total |
|---|---|---|---|---|
| March 20, 2025 | 47,851 | <1% | 28,314 | 76,165 |
| March 21, 2024 | 64,729 | <1% | — | 64,729 |
- Stock Ownership Policy: EVPs must own stock worth at least 2.5× salary; executives must retain 100% of net shares until compliant .
- Hedging/Pledging: Prohibited by Insider Trading Policy; no pledging allowed .
- Section 16(a) filings: Company reports timely compliance by officers .
Outstanding and Unvested Equity (12/31/2024)
| Award Type | Quantity | Vesting/Settlement Terms |
|---|---|---|
| Unvested Restricted Stock | 42,845 shares (market value $1,152,531) | 3-year graded vesting; 33⅓% per year |
| Unearned PSUs (unvested) | 38,392 units (payout value $1,032,745) | Earn annually; vest/settle at plan end (Feb 2026 for 2023–2025; Feb 2027 for 2024–2026) |
Restricted stock grant detail:
- 2022: 2,110 shares (3-year graded vesting) .
- 2023: 6,751 shares (3-year graded vesting) .
- 2024: 5,670 shares (3-year graded vesting) .
Employment Terms
Plan Design and Governance
- No executive employment agreements; no tax gross-ups; double-trigger change-in-control (CiC) protection; clawback policy adopted in 2023 .
- Severance plan caps between 1× and 2.5× salary+bonus depending on executive; equity awards provide double-trigger CiC vesting .
- 280G cutback provisions disclosed in prior proxies (safe harbor limit), illustrating shareholder-friendly design (historical reference) .
Separation/Change-in-Control Economics (Patrick J. Guinee)
| Scenario | Lump Sum Severance | Benefits Continuation | Equity (Unvested) | Outplacement | SERP | Total |
|---|---|---|---|---|---|---|
| Non-CiC – Death | $222,242 | — | $710,376 (5) | — | $92,406 | $1,025,024 |
| Non-CiC – Disability | $222,242 | — | $552,986 (5) | — | $92,406 | $867,634 |
| Non-CiC – Retirement | $222,242 | — | $710,376 (5) | — | $92,406 | $1,025,024 |
| CiC + Qualifying Termination | $1,226,875 (1)(2) | $41,003 | $1,654,351 (6) | $15,000 | $92,406 | $3,029,635 |
| CiC – No Termination/Other | — | — | — | — | — | $0 |
Footnotes summarize benefit factor mechanics and COBRA valuation; SERP payout conditions are specified .
Compensation Structure Analysis
- Mix skews toward performance: 60% PSUs, 40% time-vested restricted stock in LTI; annual plan uses Adjusted EBITDA and Adjusted FCF with capped payouts and discretion .
- 2023 PSUs amended to double-trigger CiC vesting; risk-mitigation through anti-hedging/pledging, clawback, ownership guidelines, and metric diversification .
- Compensation adjusted to market median (50th percentile) per comparator group; independent consultant (Pay Governance) engaged .
Multi-Year Compensation
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | $344,461 | — | $522,620 | $177,871 | $48,242 | $1,093,194 |
| 2023 | $372,228 | — | $294,172 | $303,186 | $71,239 | $1,040,825 |
| 2024 | $392,625 | $11,170 | $399,027 | $222,242 | $70,806 | $1,095,870 |
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay approval ~87% for 2022 compensation; PSU awards amended to double-trigger vesting following market practices; strong pay-for-performance alignment affirmed .
Risk Indicators & Red Flags
- No employment agreements/tax gross-ups; anti-hedging/anti-pledging reduces misalignment risk .
- Clawback policy adopted in 2023; voluntary 2023 10-K/A and 2024 interim restatements did not affect executive compensation or trigger recovery .
- Section 16(a) compliance reported as timely; suggests disciplined insider reporting .
Equity Grants & Vesting Schedules
| Grant | Date | Type | Shares/Units | Terms |
|---|---|---|---|---|
| 2023–2025 LTIP | 2/14/2023 | PSUs (target) | 15,190 | Earned annually; vest Feb 2026; Year 1 earned units disclosed; later tranches per targets . |
| 2023 LTIP | 2/14/2023 | Restricted Stock | 10,126 | 3-year graded vesting (33⅓%/yr) . |
| 2024–2026 LTIP | 5/23/2024 (award) / 2/13/2024 (PSU tranche) | PSUs (target) | 8,505 | Earned annually; vest Feb 2027; Year 1 banked 2,194 for Guinee . |
| 2024 LTIP | 5/23/2024 | Restricted Stock | 5,670 | 3-year graded vesting (33⅓%/yr) . |
| 2022–2024 LTIP | 2/17/2022 | PSUs | Earned; distribution 2/20/2025 | Year 3 earned 4,387 PSUs for Guinee; settled Feb 20, 2025 . |
| 2022 LTIP | 2/17/2022 | Restricted Stock | 2,110 | 3-year graded vesting . |
Employment & Contracts
- Separation Plan (Key Employee Separation Plan) governs both CiC and non-CiC terminations; double trigger and capped severance; COBRA benefits continuation; no single-trigger payouts; clawback and ownership policies in force .
Investment Implications
- Alignment: Strong pay-for-performance via Adjusted EBITDA, Adjusted FCF, and Economic Profit; 2024 corporate FCF outperformance (144.5% payout) offset EBITDA under-target (88.0%), implying balanced focus on profitability and cash generation .
- Retention: Significant unvested restricted stock (42,845) and unearned PSUs (38,392) plus banked PSUs create material retention hooks through 2026–2027; anti-hedging/anti-pledging diminishes near-term selling pressure .
- Governance: No employment agreements or tax gross-ups; double-trigger CiC economics ($3.03 million in a qualifying CiC termination scenario) provide protection without excessive entitlements; clawback in place and tested by immaterial restatements without compensation impact .
- Pay levels: Compensation targeted to market median via comparator group and independent consultant oversight; ownership guideline of 2.5× salary for EVPs further aligns incentives .
- Signals: 2024 safety-based +5% discretionary bonus modifier indicates Committee willingness to apply qualitative overlays tied to operational excellence; investors should monitor future PSU tranche achievements (targets for 2025–2026 confidential until period end) for execution momentum .