Ray Betler
About Raymond T. Betler
Raymond T. Betler (age 69) is an independent director of L.B. Foster Company (FSTR) since 2020 and has served as Chairman of the Board since 2022. He is the former President & CEO of Wabtec (2014–2019) with deep rail and transportation industry experience, and previously held senior operating roles including President & COO and COO; he also spent ~30 years at Westinghouse Transportation and predecessors, serving as President & CEO for 15 years during that tenure. His background emphasizes public company leadership, compensation and governance experience, and industry expertise relevant to L.B. Foster’s end markets.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Westinghouse Air Brake Technologies (Wabtec) | President & CEO | 2014–2019 | Led global rail equipment/services company; public company CEO experience |
| Wabtec | President & COO | 2013–2014 | Senior operating leadership |
| Wabtec | Chief Operating Officer | 2010–2013 | Enterprise operations oversight |
| Wabtec | VP & Group Executive, Transit Group | 2008–2010 | Transit segment leadership |
| Westinghouse Transportation & predecessors (AEG Westinghouse, ABB Daimler Benz – Adtranz, Daimler Benz Rail Systems, Bombardier Transportation) | Various; President & CEO for 15 years | Since 1979 (30-year tenure) | Global rail management; long-term CEO experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dollar Bank | Director; Chair of Executive Committee; member Audit, Nomination & Governance, Compensation | Since 2006 | Multi-committee leadership in financial institution governance |
| CNX Midstream Partners LP | Director; Audit Committee member | 2017–2020 | Public company audit oversight |
Board Governance
- Independence: The Board determined Mr. Betler qualifies as “independent” under Nasdaq rules; only the CEO is non-independent.
- Board leadership: Roles of Chairman (Mr. Betler) and CEO are separated to strengthen oversight; no lead independent director needed given this structure.
- Committee assignments: Current member, Compensation Committee (alongside Chair John E. Kunz and Janet Lee); Compensation Committee met six times in 2024.
- Board/committee attendance: 100% attendance at Board and applicable committee meetings in 2024; Board held six meetings.
- Risk oversight framework: Board and committees oversee financial reporting, cybersecurity, compensation risk, and ESG through standing and ad hoc committees.
- Proxy authority: Named proxy holder (with CEO) for meeting business per 2025 proxy.
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $70,000 | Standard non-employee director cash fee |
| Chairman of the Board Cash Retainer | $75,000 | Additional annual fee for Board Chair |
| Committee Chair Fees | $0 | Compensation Committee chair is Kunz; Betler is a member |
| Meeting Fees | $0 | No meeting fees disclosed |
| Total Cash (2024) | $145,000 | Received entirely in cash (no deferral or stock election) |
Performance Compensation (Director Equity – 2024)
| Grant Type | Grant Date | Shares | Grant Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Stock Award | May 23, 2024 | 2,842 | $80,000 | One-year cliff (to 5/23/2025) | Standard annual grant; directors could elect DSUs, but Betler received stock; unvested balance at 12/31/2024 was 2,842 shares |
- Non-employee director compensation program: Cash and equity levels set by Nomination & Governance Committee with consultant benchmarking; in 2025 they approved a $10,000 increase to annual equity grant; cash unchanged.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None; all members are independent; no relationships requiring Item 404 disclosure. |
| Related party transactions | Company reported none >$120,000 involving directors or related persons since start of 2024. |
Expertise & Qualifications
- Public company CEO with domain depth in rail, transportation, and energy industries; experience in compensation and corporate governance matters.
- Multi-committee governance experience at Dollar Bank (executive, audit, nomination & governance, compensation).
- Independent Chairman of the Board; governance structure favors oversight and alignment with shareholder interests.
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Unvested Director Stock Awards | Record Date / Shares Outstanding |
|---|---|---|---|---|
| Raymond T. Betler | 25,893 | <1% | 2,842 (granted 5/23/2024; vest 1 year) | 3/20/2025; 10,698,834 shares outstanding |
- Director ownership guideline: Non-employee directors must own stock equal to 4× annual cash compensation within five years; all non-employee directors serving in 2024 were compliant.
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of Company stock by directors and officers.
Governance Assessment
- Alignment signals: Independent Chairman; separated CEO/Chair roles; rigorous director ownership guidelines with compliance; anti-hedging/pledging; strong attendance (100% in 2024). These support board effectiveness and investor confidence.
- Compensation structure: Balanced mix of cash (including Board Chair premium) and time-vested equity; director compensation capped at $500,000 annually under the new equity plan; 2025 equity award increased modestly by $10,000, consistent with peer benchmarking.
- Shareholder feedback: Say-on-pay support exceeded 99% in May 2024, signaling confidence in board oversight of pay practices.
- Conflicts/related-party exposure: None disclosed; Compensation Committee interlocks absent; Section 16(a) filings were compliant.
- Potential risk considerations: Concentration of influence as independent Board Chair serving on the Compensation Committee warrants continued focus on robust processes (committee independence, consultant engagement, executive sessions), all of which are in place.
Overall, Mr. Betler’s profile—independent Board Chair with sector-operating depth, 100% attendance, meaningful equity holding, and compliance with ownership and trading policies—supports governance quality and board effectiveness, with limited conflict risk based on current disclosures.