William Thalman
About William Thalman
Executive Vice President and Chief Financial Officer of L.B. Foster (FSTR) since March 1, 2021; prior roles include finance leadership and transformation at Kennametal, WESCO, Carbide/Graphite, and Coopers & Lybrand. Education: B.S. Accounting (West Virginia University) and MBA (University of Pittsburgh); age 54 as of Feb 2021 appointment . Under his tenure, company TSR (from a fixed $100 base at 12/31/2021) rose to $195.64 in 2024, while net income improved to $42.8 million; FY revenues and EBITDA trends are shown below * *.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kennametal, Inc. | VP – Advanced Material Solutions; VP – Transformation Office; prior finance roles | 2004–2019 | Led transformation office and advanced materials; extensive global finance/M&A experience |
| WESCO, Inc. | Corporate Controller | 2002–2004 | Corporate control and financial reporting leadership |
| Carbide/Graphite Group, Inc. | VP & Treasurer; Manager of External Reporting & IR | 1993–2002 | Treasury, investor relations, external reporting |
| Coopers & Lybrand (PwC) | Public Accounting | 1988–1993 | Audit and accounting foundation |
External Roles
No public company board or external directorships disclosed in Company filings .
Fixed Compensation
Multi-year reported compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $354,167 | $380,800 | $408,051 |
| Bonus ($) | — | — | $13,760 (5% safety modifier portion) |
| Stock Awards ($) | $570,145 | $343,209 | $433,707 |
| Non-Equity Incentive Plan ($) | $200,277 | $366,524 | $273,788 |
| All Other Compensation ($) | $35,300 | $69,012 | $82,384 |
| Total ($) | $1,159,889 | $1,159,545 | $1,211,690 |
Key fixed/perquisite components (2024): auto allowance $15,000; company-paid life/LTD premiums; club membership $16,851; 401(k) match $20,700; SERP contribution $25,775 .
Performance Compensation
Annual Incentive (2024 Corporate plan for CFO)
| Metric | Weighting | Target (in $000s) | Actual (in $000s) | Payout % of Target | Notes |
|---|---|---|---|---|---|
| Corporate Adjusted EBITDA | 75% | $36,218 | $34,478 | 88.0% | Company-wide metric |
| Corporate Adjusted Free Cash Flow | 25% | $19,356 | $21,078 | 144.5% | Company-wide metric |
| Weighted result | — | — | — | 102.1% | Before safety modifier |
| Discretionary safety modifier | — | — | — | +5.0% (best safety performance) | Approved by Comp Committee |
| Total payout for CFO | — | — | — | 107.2% | Cash paid $273,788 |
CFO’s annual target bonus: 65% of base salary .
Long-Term Incentive Plan (LTIP) – PSUs and Restricted Stock
| Award | Grant Date | At-Target Units/Shares | Performance Metrics | Year tranche achievement | Vesting/Settlement |
|---|---|---|---|---|---|
| 2024–2026 PSUs | 5/23/2024 | 9,244 PSUs | 50% Economic Profit Improvement; 50% Adjusted EBITDA (annual measurement) | 2024 tranche earned 25.8% of PSUs (40.8% EPI; 45.3% EBITDA; 30% first-year weight) | Vests/settles Feb 2027 upon final certification |
| 2024 Restricted Stock | 5/23/2024 | 6,163 shares; grant-date FV $173,488 | Time-vested | 3-year graded vesting, 33 1/3% per year | 2024–2027 vest schedule |
| 2023–2025 PSUs | 2/14/2023 | 18,519 PSUs | 50% Economic Profit Improvement; 50% Adjusted EBITDA (annual) | 2024 tranche earned 48.4% of PSUs (161.2% achievement × 30% year-2 weight) | Vests/settles Feb 2026 upon final certification |
| 2023 Restricted Stock | 2/14/2023 | 7,876 shares (time-vested) | Time-vested | 3-year graded vesting | 2023–2026 |
| 2022–2024 PSUs | 2/17/2022 | Earned and distributed: 11,178 shares | 50% Corporate ROIC; 50% Adjusted EBITDA | 2024 tranche achievement: 71.3% (35.7% of PSUs via 50% weight) | Distributed 02/20/2025 |
| 2022 Restricted Stock | 2/17/2022 | 2,302 shares (time-vested) | Time-vested | 3-year graded vesting | 2022–2025 |
Plan design: 60% PSUs, 40% restricted stock each year; PSU goals set to require profitability and return growth; earned PSUs bank by year but vest only at end of the 3-year period; no stock options granted to NEOs in 2024 .
Equity Ownership & Alignment
| Ownership Item | Amount |
|---|---|
| Beneficial shares owned (direct/indirect) | 34,631 shares; <1% of class |
| Additional earned PSUs (not settled yet) | 32,082 shares |
| Unvested restricted stock (as of 12/31/2024) | 48,423 shares; market value $1,302,579 (@ $26.90) |
| Unearned PSUs/rights not yet vested | 42,627 units; market/payout value $1,146,666 (@ $26.90) |
| Stock options outstanding | None |
| Stock ownership policy (EVPs) | Required ownership ≥2.5× salary; must retain 100% of net shares until compliant |
| Hedging/pledging | Prohibited for directors/officers/employees |
| Compliance status with exec ownership policy | Not specifically disclosed for CFO |
Upcoming vesting/selling pressure signals:
- 2023–2025 PSUs will vest/settle Feb 2026 (banked tranches to date) ; 2024–2026 PSUs will vest/settle Feb 2027 (banked tranche in 2024) . Restricted stock vests ratably through 2027 . Anti-hedging/pledging reduces misalignment risk .
Employment Terms
| Term | Details |
|---|---|
| Appointment/start date | Appointed SVP & CFO effective March 1, 2021 |
| Initial compensation terms (2021) | Base $340,000; 2021 annual incentive target 55% of base; LTIs $275,000 target (34% restricted stock, 66% PSUs); sign-on 15,000 restricted shares vesting over 3 years; car allowance; SERP participation; D&O insurance; long-term disability/life insurance |
| Employment agreements | Company does not use executive employment agreements as standard practice; none currently in place |
| Separation/Change-in-Control (CIC) | Double-trigger CIC protection; severance capped between 1× and 2.5× salary+bonus depending on executive; no tax gross-ups; COBRA benefits; outplacement $15,000; equity awards have double-trigger vesting |
| CIC “Good Reason” | Material pay reduction; significant diminution in role; relocation increasing commute >50 miles; material breach; notice and cure periods apply |
| CIC illustrative payouts (as of 12/31/2024) | Lump-sum $1,361,412; benefits continuation $26,101; unvested equity $1,844,105; outplacement $15,000; SERP $52,068 |
| Clawback | SEC/Nasdaq-compliant clawback policy; restatements in 2024 did not require recovery |
| Non-compete / Non-solicit | Non-compete 1 year post-separation; non-solicit of customers/employees 2 years (per signed agreement) |
Company Performance During Tenure
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | $513,620,000 * | $497,497,000 * | $543,744,000 * | $530,765,000 * |
| EBITDA ($) | $18,358,000* | $19,485,000* | $26,449,000* | $32,572,000* |
| Net Income ($) | $3,626,000 * | ($45,564,000) * | $1,464,000 * | $42,946,000 * |
Values marked with * retrieved from S&P Global.
Pay versus Performance (Company-level):
- TSR: $100 initial investment value evolved to $70.40 (2022), $159.93 (2023), $195.64 (2024) .
- CAP (compensation actually paid) tracked stock performance: PEO and NEO CAP rose alongside TSR and net income recovery .
Safety performance (modifier driver): Compensation Committee applied a 5% favorable modifier for best recorded safety performance in 2024 .
Governance, Benchmarking, and Say-on-Pay
- Comparator group benchmarking at ~50th percentile; independent consultant (Pay Governance) supports design and levels .
- Say-on-Pay approvals: ~81% support in 2022; >99% support in 2024, with no major program changes thereafter .
Investment Implications
- Alignment: High equity-at-risk via PSUs and time-vested stock; annual metrics emphasize EBITDA and FCF, while LTIP emphasizes Economic Profit Improvement and Adjusted EBITDA (multi-year), aligning pay with profitability and capital efficiency .
- Selling pressure: Material settlements expected in Feb 2026 (2023–2025 PSUs) and Feb 2027 (2024–2026 PSUs), plus ongoing restricted stock vesting, which can increase insider supply; anti-hedging/pledging policy mitigates hedging risk .
- Retention risk: Double-trigger CIC severance and equity vesting reduce departure risk; non-compete/non-solicit covenants and no employment contracts suggest standard flexibility but with adequate retention levers; no tax gross-ups is shareholder-friendly .
- Pay-for-performance: Measured annual payout (107.2% in 2024) reflects balanced achievement and disciplined metrics; strong say-on-pay support reduces governance overhang .