Foster L B Co PRE 14A, filed Apr 8, 2022

Foster L B Co (FSTR)

PRE 14A 2022-04-08 For: 2022-06-02

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☒			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under § 240.14a-12

☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

			Patrick J. Guinee
Pittsburgh, Pennsylvania			Senior Vice President, General Counsel and
April 21, 2022			Corporate Secretary

GENERAL INFORMATION			1
PROPOSAL NO. 1 - ELECTION OF DIRECTORS			4
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			8
PROPOSAL NO. 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICERS’ 2021 COMPENSATION			8
PROPOSAL NO. 4 – APPROVAL OF THE 2022 EQUITY AND INCENTIVE COMPENSATION PLAN			8
STOCK OWNERSHIP			20
DIRECTOR COMPENSATION – 2021			22
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES			23
Policy for Approval of Audit and Permitted Non-Audit Services			23
CORPORATE GOVERNANCE			24
The Board, Board Meetings, Independence, and Tenure			24
Board Leadership Structure			24
Board Attendance			24
Board’s Role in Risk Oversight			24
Corporate Responsibility			25
Diversity			27
Communications with Directors			27
Board Committees			27
Additional Corporate Governance Matters			31
Transactions With Related Parties			31
Compensation Committee Interlocks and Insider Participation			32
Delinquent Section 16(a) Reports			32
Anti-Hedging and Anti-Pledging Policy			32
EXECUTIVE COMPENSATION			33
Compensation Discussion and Analysis			33
COMPENSATION COMMITTEE REPORT			48
SUMMARY COMPENSATION TABLE - 2021, 2020, AND 2019			49
GRANTS OF PLAN-BASED AWARDS IN 2021			51
OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END			52
2021 OPTION EXERCISES AND STOCK VESTED			54
2021 NON-QUALIFIED DEFERRED COMPENSATION			54
Supplemental Executive Retirement Plan (“SERP“)			55
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL			56
Change-In-Control			56
Termination of Employment - Outside of a Change-in-Control			56
Change-In-Control and/or Related Termination of Employment			56
RATIO OF ANNUAL COMPENSATION FOR THE CEO TO OUR MEDIAN EMPLOYEE			61
AUDIT COMMITTEE REPORT			62
ADDITIONAL INFORMATION			63
APPENDIX A: 2022 EQUITY AND INCENTIVE COMPENSATION PLAN			A-1

Raymond T. Betler			Mr. Betler, age 66, has been a director of the Company since 2020. From 2014 to his retirement in 2019, he was President and Chief Executive Officer of Westinghouse Air Brake Technologies d/b/a Wabtec Corporation (“Wabtec”), which manufactures locomotives and components for locomotives, freight cars, and passenger transit vehicles and provides aftermarket services. At Wabtec, he previously served as President and Chief Operating Officer from 2013 to 2014, as Chief Operating Officer from 2010 to 2013, and as Vice President and Group Executive of the Transit Group from 2008 to 2010. Prior to Wabtec, he worked at Westinghouse Transportation and its predecessors AEG Westinghouse Transportation, ABB Daimler Benz Transportation – Adtranz, Daimler Benz Rail Systems, and Bombardier Transportation, since 1979. Mr. Betler was a Director of CNX Midstream Partners LP from 2017 to 2020), where he served on the audit committee, and he has been a Director of Dollar Bank since 2006, where he serves on the executive, audit, nomination and governance, and compensation Committees. Qualifications. We believe that Mr. Betler is qualified to serve as a director of the Company because of his public company CEO experience, valuable understanding of the rail, transportation, and energy industries, and experience in compensation and corporate governance matters.

Dirk Jungé			Mr. Jungé, age 73, has been a director of the Company since 2015. He was the Chairman of Pitcairn Company, a private Pitcairn family holding company, and Pitcairn Trust Company, a Pennsylvania state-chartered trust company, from 1991 until his retirement in 2019. Until 2012, he served as Chief Executive Officer of Pitcairn, a recognized global leader in the specialized family office marketplace and has overseen investments in oil and gas and drilling partnerships. Since 2000, he has served as a director of Paramount Resources, Ltd., a public Canadian energy company, with assignments on the corporate governance committee since 2003 and the environmental, health & safety committee since 2011, which he currently chairs. From 2013 to 2019, he served the Board of Directors of Freeman Company, a privately-held company and a leader in face-to-face marketing, where he previously had chaired its compensation committee. Mr. Jungé is also a credentialed Chartered Financial Analyst. Since 2012, he has served as a member of the Aviation Council of Pennsylvania. Qualifications. We believe that Mr. Jungé is qualified to serve as a director because of his years of business experience, including in public and private enterprises and in the energy sector, as well as his familiarity with strategic planning, risk management, compensation, finance, and governance matters, which enable him to make a valuable contribution to the Board’s business and compliance oversight functions.

John F. Kasel			Mr. Kasel, age 57, was elected as a director of the Company in 2021 when he was appointed President and Chief Executive Officer. He joined the Company in 2003 and served as Vice President – Operations and Manufacturing until 2005, introducing LEAN manufacturing and other advancements which improved operating efficiency and reliability Mr. Kasel most recently served as Senior Vice President and Chief Operating Officer from 2019 to 2021; Senior Vice President – Rail & Construction from 2017 to 2019; Senior Vice President – Rail

			Products & Services from 2012 to 2017; and Senior Vice President - Operations and Manufacturing from 2005 to 2012. Prior to joining the Company, Mr. Kasel served as Vice President of Operations for Mammoth, Inc., a Nortek company which produces HVAC systems, from 2000 to 2003. Qualifications. We believe that Mr. Kasel is qualified to serve as a director because of his detailed knowledge of the Company’s operations, markets, and strategy; deep operational experience including LEAN manufacturing both at the Company and other corporations; and familiarity with the Company’s international presence and M&A transactions.

John E. Kunz			Mr. Kunz, 57, currently serves as Senior Vice President and Chief Financial Officer of PGT Innovations, Inc. a national leader in premium windows and doors, a position he has held since January 2022. Prior to that he served as Senior Vice President and Chief Financial Officer of U.S. Concrete, Inc., a concrete and aggregate products producer serving the construction and building materials industries, from 2017 to 2021. From March 2015 to September 2017, Mr. Kunz served as Vice President and Controller of Tenneco Inc., a global manufacturer of automotive emission control and ride control systems. In that role he served as the company’s principal accounting officer with responsibility for the company’s corporate accounting and financial reporting globally. Prior to that, Mr. Kunz served as Tenneco’s Vice President, Treasurer and Tax, a position he held since July 2006, preceded by his position as Tenneco’s Vice President and Treasurer, which he held from 2004 until 2006. Prior to his employment with Tenneco, Mr. Kunz was the Vice President and Treasurer of Great Lakes Chemical Corporation, a position he held from 2001 until 2004, after holding several finance positions of increasing responsibility at Great Lakes, beginning in 1999. Mr. Kunz has been a director of Wabash National Corporation, a leader of engineered solutions for the transportation, logistics, and distribution industries, since 2011, where he serves as chair of its audit committee, is a member of the finance committee, and previously served as chair of the compensation committee, and he is not standing for reelection to that board in May 2022. Qualifications. We believe that Mr. Kunz is qualified to serve as a director due to his deep experience with concrete and aggregates products manufacturing serving the building products sector, financial and accounting expertise, and 11 years of public company board experience, including as chair of both an audit committee and a compensation committee. Mr. Kunz brings a strong business and financial perspective to the Board to help drive shareholder value.

Diane B. Owen			Ms. Owen, age 66, was elected as a director of the Company in 2002. From 2014 to 2019, she served as an independent Board member and internal control committee chair of Elliott Group Holdings, a subsidiary of Ebara Corporation, an international company that manufactures and services industrial equipment. She was Senior Vice President – Corporate Audit of H.J. Heinz Company, an international food company, from 2010 until her retirement in 2013 and was Vice President - Corporate Audit of H.J. Heinz Company from 2000 to 2010. Qualifications. We believe that Ms. Owen is qualified to serve as a director of the Company due to her over 30 years of business experience, particularly in accounting and finance. Ms. Owen plays a critical role as Chairman of the Audit Committee and as the Board’s audit committee financial expert. In addition, Ms. Owen’s extensive global business experience enables her to provide valuable insights to the Company in its international business interests and issues.

Robert S. Purgason			Mr. Purgason, age 66, has been a director of the Company since 2014. In March 2022, Mr. Purgason joined EnLink Midstream LLC, a natural gas, natural gas liquid, and crude oil and condensate services company, as Managing Director of Carbon Solutions. Since 2018, he has served as a director of Altus Midstream Company, a natural gas gathering, processing, and transmission company, where he sits on the compensation committee, and has also been a

			principal of Wildfork Midstream, LLC, which acquires and operates midstream oil and gas assets. He served as Senior Managing Director of Kayne Anderson Capital Advisors, LLC, a registered investment advisory company, from 2017 to 2018, and was Chief Executive Officer of Kayne Anderson Acquisition Company which merged to form Altus Midstream Company in 2018. He was Senior Vice President of The Williams Companies, an energy company (“Williams”) from 2015 to 2017, leading the Williams operating area that encompasses the assets and operations of Access Midstream, including natural gas gathering and processing. During that period, Mr. Purgason was a director of Williams Partners, and also served as Chief Operating Officer of the general partner of Access Midstream from 2012 to 2015. Prior to joining Access Midstream, Mr. Purgason spent five years at Crosstex Energy Services, L.P. and was promoted to Senior Vice President-Chief Operating Officer in 2006. Prior to Crosstex, Mr. Purgason spent 19 years with Williams in various senior business development and operational roles of increasing responsibility. Mr. Purgason began his career at Perry Gas Companies in Odessa, Texas working in all facets of the natural gas treating business. Qualifications. We believe that Mr. Purgason is qualified to serve as a director of the Company because of his extensive experience in, and keen understanding of, the energy industry bringing valuable insight to the Board, particularly with regard to the Company’s operations which include pipe threading and coating as well as blending, injection, and custody transfer metering skids for the oil and gas industry. Mr. Purgason’s experience in environmental permitting and compliance work since 1978, his leadership of environmental and safety organizations, and new role with respect to carbon solutions also provide valuable insight to the Company with respect to challenges related to lowering carbon intensity and to execution of the Board’s environmental, social, and governance (“ESG”) oversight function. He also brings board experience which contributes to the corporate governance experience of the Board.

William H. Rackoff			Mr. Rackoff, age 73, has been a director of the Company since 1996. He served as President of Andritz Asko, Inc., an international company which manufactures custom engineered tooling for the metalworking industry, from 2018, when ASKO, Inc. was acquired by the Andritz AG, an international technology company and supplier of plants, equipment, and services to hydropower stations, the pulp and paper industry, the metalworking and steel industries, and for solid/liquid separation in the municipal and industrial segments, until his retirement in 2020. Prior to its acquisition by Andritz, Mr. Rackoff was President and Chief Executive Officer of ASKO, Inc. since 1994. Qualifications. We believe that Mr. Rackoff is qualified to serve as a director of the Company because of his years of experience in the steel industry and his engineering background which enable him to understand and develop the factors that drive the Company’s performance, including strategy, operations, and finance. Mr. Rackoff, as former Chairman of the Compensation Committee, has led the design and development of the Company’s executive incentive programs.

Suzanne B. Rowland			Ms. Rowland, age 60, has been a director of the Company since 2008. She is the former Group Vice President, Industrial Specialties at Ashland Global Holdings, Inc., a position she held from 2016 until her retirement in 2019 during the final phase of transformation from a holding company to a specialty chemicals company. Previously, she held senior executive positions at Tyco International from 2009 to 2015 and with Rohm and Haas Company for over 20 years. She is a member of the following Boards of Directors: Sealed Air Corporation, a public packaging company, since 2020 serving on its audit and nomination and governance committees; and James Hardie Industries, plc, a public global building materials company, since 2021, serving on its audit committee. She was a director of SPXFLOW, Inc. a publicly- held global supplier of advanced process equipment into food, beverage, and industrial markets from 2018 to 2022, where she served on all committees and most recently chaired the compensation committee.

			Qualifications. We believe that Ms. Rowland is qualified to serve as a director of the Company because of her broad leadership experience in Fortune 500 global industrial companies. Having served as an operating executive for over 20 years in chemical, materials, and mechanical and electrical products, Ms. Rowland brings valuable insight into strategic and operational issues important to the Company’s success and comprehensive governance experience to the Board.

Bruce E. Thompson			Mr. Thompson, age 63, is President of Hospitality Development Company Group, a hotel development, management, and ownership business with several Marriott franchise hotels in operation, a position he has held since 2021. From 2019 to 2020, Mr. Thompson served as Vice President and Chief Separation Officer at Arconic Inc., an industrial company specializing in lightweight metals engineering and manufacturing, leading the split of Arconic’s rolled aluminum and multi-material engineered products businesses. He previously served as Vice President—Internal Audit at Arconic Inc. from 2016 to 2019. Prior to its separation into two public companies, Arconic Inc. and Alcoa Corporation, in 2016, Mr. Thompson served in various roles at Alcoa Inc., an aluminum industry pioneer and global leader in lightweight metals technology, engineering, and manufacturing, including as Vice President—Internal Audit from 2015 to 2016, Vice President—Business Analysis and Planning from 2014 to 2015, and Director—Business Analysis and Planning from 2011 to 2014. Before joining Alcoa, Inc., Mr. Thompson was Vice President – Finance of Johnson Controls, Inc., a multinational conglomerate with HVAC, refrigeration, and security controls and equipment, as well as automotive businesses, from 2006 to 2011. From 2002 to 2005, he was the Chief Financial Officer of VITEC, LLC, a manufacturer and supplier of automotive fuel delivery systems. Prior to VITEC, Mr. Thompson held finance and cross-functional positions of increasing responsibility at Ford Motor Company and Midwest Stamping Company between 1993 and 2001. He is a trustee of Howard University; a board member of the English Speaking Union of the United States; a member of the Executive Leadership Council’s Corporate Board Initiative; and a former board member and chair of the National Black MBA Association between 2011 and 2020. Qualifications. We believe that Mr. Thompson is qualified to serve as a director due to his decades of business experience in accounting and finance, operations, marketing, and corporate strategy. In addition to his vast business leadership experience, Mr. Thompson brings a diverse perspective and insight to the Board to help drive shareholder value.

				March 1, 2022
	Shares of common stock underlying outstanding restricted stock, PSUs, and deferred stock units (assumes maximum performance for outstanding unearned PSUs)			841,245
	Estimated total shares remaining available for future issuance under Predecessor Plan			89,077

	Plan Feature			Description
	Plan Term			If approved, no grant will be made under the 2022 Plan on or after the tenth anniversary of the 2022 Plan’s effective date.
	Minimum Vesting Provisions			Except as otherwise provided in the 2022 Plan, equity-based awards granted under the 2022 Plan will generally be subject to either a minimum vesting or minimum performance period of at least one year.
	Limits on Non-Employee Director Compensation			The 2022 Plan provides an overall annual cap on the amount of compensation that may be granted to each non-employee director.

	Plan Feature			Description
	No Liberal Share Counting			Shares withheld to pay withholding tax obligations, used for the payment of option exercise prices, among other circumstances, will not be added back to the authorized share pool.
	No Dividends on Unvested Awards			No dividends or dividend equivalents will be paid on awards until they are earned and/or vested.
	No Repricing Without Shareholder Approval			Option rights and appreciation rights may not be amended to reduce their exercise or base price, as applicable, and may not be cancelled in exchange for cash, other awards, or option rights and appreciation rights with an exercise or base price, as applicable, that is less than the exercise or base price of the original option rights or appreciation rights without obtaining shareholder approval.
	No Discounted Option Rights or Appreciation Rights			Option rights and appreciation rights may not be granted with an exercise or base price less than the fair market value of the Company’s common stock on the date of grant.
	No “Evergreen” Provisions			The 2022 Plan authorizes the issuance of a fixed number of shares of common stock (subject to adjustment as provided therein). Shareholder approval will be required before any additional shares can be authorized for issuance under the 2022 Plan.
	Clawback Protections			Pursuant to the terms of the 2022 Plan, awards will be subject to recovery or recoupment under circumstances set forth in a clawback policy adopted by the Company.

	Performance Share Units
Name and Position	Dollar Value ($)	Target Number of Units (#)
Named Executive Officers
John F. Kasel, President and CEO	$1,000,000	67,705
Robert P. Bauer, Former President and CEO	0	0
William M. Thalman, SVP and CFO	300,000	20,311
James M. Kempton, Former Controller and Principal Accounting Officer	0	0
Patrick J. Guinee, SVP, General Counsel, Corporate Secretary	275,000	18,619
Brian H. Kelly, SVP HR and Administration	250,000	16,926
Gregory W. Lippard, SVP - Rail	200,000	13,541
Executive Group (including NEOs)	2,670,000	180,771
Non-Executive Director Group	—	—
Non-Executive Officer Employee Group	190,000	12,863

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a)	Weighted-average exercise price of outstanding options, warrants, and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c))
Equity compensation plans approved by shareholders	533,652⁽¹⁾	$—⁽²⁾	322,561⁽³⁾
Equity compensation plans not approved by shareholders	—	—	—
Total	533,652⁽¹⁾	—⁽²⁾	322,561⁽³⁾

Stock Ownership	Number of Shares Owned^(a)	Percent of Shares^(b)(c)
More Than 5% Shareholders:
22NW (as defined below)^(d)	1,026,206	9.4%
GAMCO Investors, Inc.^(e)	883,634	8.1%
Dimensional Fund Advisors LP^(f)	656,357	6.0%

Current Directors and Nominees for Director:
John F. Kasel (CEO)	87,319	*
Lee B. Foster II	202,614	1.9%
Raymond T. Betler	11,167	*
Dirk Jungé	14,713	*
John E. Kunz	0	*
Diane B. Owen	56,926	*
Robert S. Purgason	51,584	*
William H. Rackoff	77,565	*
Suzanne B. Rowland	29,060	*
Bruce E. Thompson	0	*
Bradley S. Vizi	15,265	*

Named Executive Officers (other than the current CEO)
Robert P. Bauer	178,933	1.6%
William M. Thalman	24,723	*
James M. Kempton	353	*
Patrick J. Guinee	44,909	*
Brian H. Kelly	51,187	*
Gregory W. Lippard	41,487	*

All Directors and Executive Officers as a Group (22 persons)	941,844	8.6%

Name	Fees Earned or Paid in Cash ($)^1,2	Stock Awards ($)³	Total ($)
Lee B. Foster II*	$120,000	$75,000	$195,000
Raymond T. Betler	$60,000	$82,500	$142,500
Dirk Jungé	$60,000	$75,000	$135,000
Diane B. Owen	$70,000	$75,000	$145,000
Robert S. Purgason	$72,500	$75,000	$147,500
William H. Rackoff	$60,000	$75,000	$135,000
Suzanne B. Rowland	$66,000	$82,500	$148,500
Bradley S. Vizi*	$60,000	$90,000	$150,000

	2020	2021
Audit fees (includes fees for the audit of the Company’s annual financial statements and internal control over financial reporting, reviews of financial statements included in the Company’s quarterly reports, and services that are normally provided in connection with statutory and regulatory filings or engagements, including certain attest engagements and consents)	$1,136,000	$1,191,000
Audit-related fees	—	—
Tax fees (includes tax compliance, tax planning, and state income tax project work)	136,000	161,000
All other fees	—	—
Total fees	$1,272,000	$1,352,000

Board Diversity Matrix (As of March 31, 2022)
Total Number of Directors	#
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	7	0	0
Part II: Demographic Background
African American or Black	0	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	2	7	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

	NAME			TITLE
	John F. Kasel⁽¹⁾			President and Chief Executive Officer
	Robert P. Bauer⁽²⁾			Former President and Chief Executive Officer
	William M. Thalman⁽³⁾			Senior Vice President and Chief Financial Officer
	James M. Kempton⁽⁴⁾			Former Controller and Principal Accounting Officer
	Patrick J. Guinee			Senior Vice President, General Counsel, and Corporate Secretary
	Brian H. Kelly			Senior Vice President, Human Resources and Administration
	Gregory W. Lippard			Senior Vice President - Rail

Tredegar Corporation Corporation	Hawkins, Inc.	Orion Group Holdings, Inc.
Ampco-Pittsburgh Corporation	LSI Industries, Inc.	Quanex Building Products Corporation
CIRCOR International, Inc.	Manitex International, Inc.	Insteel Industries, Inc.
Columbus McKinnon Corporation	NN, Inc.	Synalloy Corporation
Newpark Resources, Inc.	Haynes International, Inc.	Twin Disc, Incorporated
The Gorman-Rupp Company	Northwest Pipe Company

	Name			Target (as a Percentage of Base Salary)
	Robert P. Bauer⁽¹⁾			100%
	John F. Kasel⁽²⁾			60%
	William M. Thalman			55%
	James M. Kempton⁽³⁾			40%
	Patrick J. Guinee			50%
	Brian H. Kelly			50%
	Gregory W. Lippard			50%

Performance Metric	Robert P. Bauer	John F. Kasel	William M. Thalman	James M. Kempton	Patrick J. Guinee	Brian H. Kelly	Gregory W. Lippard
Corporate Adjusted EBITDA	75%	75%	75%	75%	75%	75%	30%
Working Capital as a Percentage of Sales (Corporate and Rail, as applicable)	25%	25%	25%	25%	25%	25%	20%
Operating Unit (Rail) Adjusted EBITDA	0%	0%	0%	0%	0%	0%	50%

	2021 Corporate & Operating Unit (Rail) Adjusted EBITDA as a % of Target Performance Goal			2021 Payout Range
	130% and over			200%
	100%			100%
	70%			50%
	Less than 70%			0%
	2021 Actual Attainment			2021 Payout as % of Target
	Corporate
	75.8%			59.7%
	Rail
	91.4%			85.7%

	2021 Working Capital as a % of Sales Goals			2021 Payout Range
	86% and under			200%
	100%			100%
	121.5%			50%
	Greater than 121.5%			0%
	2021 Actual Attainment			2021 Payout as % of Target
	Corporate
	93.5%			140.9%
	Rail
	104.0%			90.7%

	2021 Target Performance Goal (in millions)	2021 Actual Performance (in millions)	2021 Payout as a % of Target
Mr. Bauer	$25.3	$19.1	59.7%
Mr. Kasel	$25.3	$19.1	59.7%
Mr. Kempton	$25.3	$19.1	59.7%
Mr. Thalman	$25.3	$19.1	59.7%
Mr. Guinee	$25.3	$19.1	59.7%
Mr. Kelly	$25.3	$19.1	59.7%

				2021 Target Performance Goal (in millions)			2021 Actual Performance (in millions)			2021 Payout as a % of Target
	Mr. Lippard			$23.8			$21.8			85.7%

	2021 Target Performance Goal	2021 Actual Performance	2021 Payout as a % of Target
Mr. Bauer	22.8%	21.3%	140.9%
Mr. Kasel	22.8%	21.3%	140.9%
Mr. Kempton	22.8%	21.3%	140.9%
Mr. Thalman	22.8%	21.3%	140.9%
Mr. Guinee	22.8%	21.3%	140.9%
Mr. Kelly	22.8%	21.3%	140.9%

2021 Plan Metric	2021 Payout as a % of Target	2021 Plan Component Weighting	Weighted 2021 Payout as a % of Target
Corporate Adjusted EBITDA	75.8%	75%	59.7%
Corporate Working Capital as a % of Sales	93.5%	25%	140.9%
Total 2021 Payout as a % of Target			80.0%

	Name			Target ($)
	Robert P. Bauer			$898,000
	John F. Kasel⁽¹⁾			$440,000
	William M. Thalman			$275,000
	James M. Kempton⁽²⁾			$100,000
	Patrick J. Guinee			$275,000
	Brian H. Kelly			$230,000
	Gregory W. Lippard			$200,000

Name	Restricted Shares	2021-2023 PSUs (at Target)
Robert P. Bauer	18,859	36,608
John F. Kasel⁽¹⁾	9,240	17,936
William M. Thalman	5,775	11,210
James M. Kempton⁽²⁾	2,100	4,076
Patrick J. Guinee	5,775	11.210
Brian H. Kelly	4,830	9,376
Gregory W. Lippard	4,200	8,154

2021-2023 Average ROIC Achievement Levels and Payout Percentages
Level of Performance	Average ROIC	Percent of PSUs Earned
Below Threshold	Below 9.0%	0%
Threshold	Equal to 9.0%	25%
Target	Equal to 12.0%	100%
Outstanding	Equal to or Greater than 14.0%	200%

Cumulative EBITDA Achievement Levels and Payout Percentages
Level of Performance	Cumulative EBITDA Achieved	Percent of PSUs Earned
Below Threshold (<70%)	$71.9M	0%
Threshold (70%)	$71.9M	35%
Target (100%)	$102.7M	100%
Outstanding (130%)	$133.4M	200%

				Benefit Factor
	CEO and Senior Vice Presidents			2
	Vice Presidents			1

			COMPENSATION COMMITTEE

			Robert S. Purgason, Chairman
			William H. Rackoff
			Dirk Jungé
			Bradley S. Vizi

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽¹⁾	Non-Equity Incentive Plan Compensation ($)⁽²⁾	All Other Compensation ($)	Total ($)
John F. Kasel President and CEO⁽³⁾	2021	$489,956	—	$678,808	$314,386	$87,755⁽⁴⁾	$1,570,905
	2020	$441,461	$26,488	$396,017	$152,569	$74,829	$1,091,364
	2019	$364,413	—	$298,003	$157,454	$68,912	$888,782

Robert P. Bauer Former President and CEO⁽⁵⁾	2021	$586,505	—	$940,166	$468,987	$977,054⁽⁶⁾	$2,972,712
	2020	$636,583	$63,500	$990,052	$365,760	$105,398	$2,161,293
	2019	$635,000	—	$844,288	$511,493	$105,108	$2,095,889

William M. Thalman Senior Vice President and Chief Financial Officer⁽⁷⁾	2021	$283,333	—	$602,878	$149,600	$26,617⁽⁸⁾	$1,062,428

James M. Kempton Former Controller and Principal Accounting Officer ⁽⁹⁾	2021	$180,820	—	$161,577	—	$18,533⁽¹⁰⁾	$360,930
	2020	$185,782	$6,502	$84,150	$37,454	$16,853	$330,741

Patrick J. Guinee Senior Vice President, General Counsel and Corporate Secretary	2021	$322,932	—	$344,790	$129,172	$45,827⁽¹¹⁾	$842,721
	2020	$324,278	$14,532	$227,700	$83,704	$47,356	$697,570
	2019	$319,411	—	$198,651	$130,060	$47,776	$695,898

Brian H. Kelly, Senior Vice President, HR and Administration	2021	$297,707	—	$298,686	$119,083	$64,502⁽¹²⁾	$779,978
	2020	$299,196	$13,396	$227,700	$77,166	$59,719	$677,177
	2019	$293,196	—	$198,651	$119,901	$58,404	$670,152

Gregory W. Lippard Senior Vice President - Rail	2021	$313,725	—	$266,294	$125,748	$50,702⁽¹³⁾	$756,469
	2020	$291,041	$11,611	$198,017	$78,306	$46,203	$625,178
	2019	$287,295	—	$173,826	$130,664	$105,709	$697,494

Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾			All Other Stock Awards: Number of Shares of Stock or Units (#)⁽³⁾	Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)		Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾
John F. Kasel		196,492	392,983	785,966	—	—	—	—	—
	2/26/21	—	—	—	5,381	17,936	35,872	—	304,015
	2/26/21	—	—	—	—	—	—	9,240	156,618
	3/1/21	—	—	—	—	3,333	—		56,894
	7/21/21				—	5,896	11,792		104,949
	7/21/21							3,037	54,332

Robert P. Bauer	—	293,117	586,233	1,172,466	—	—	—	—	—
	2/26/21	—	—	—	10,982	36,608	73,216	—	620,506
	2/26/21	—	—	—	—	—	—	18,859	319,660

William Thalman	—	93,500	187,000	374,000	—	—	—	—	—
	3/1/21	—	—	—	3,363	11,210	22,420	—	191,355
	3/1/21	—	—	—	—	—	—	5,775	98,579
	3/1/21	—	—	—	—	3,333	—	—	56,894
	3/1/21	—	—	—	—	—	—	15,000	256,050

James M. Kempton	—	43,000	86,000	172,000	—	—	—	—	—
	2/26/21	—	—	—	1,223	4,076	8,152	—	69,088
	2/26/21	—	—	—	—	—	—	2,100	35,595
	3/1/21				—	3,333	—	—	56,894

Patrick J. Guinee	—	80,733	161,466	322,932	—	—	—	—	—
	2/26/21	—	—	—	3,363	11,210	22,420	—	190,010
	2/26/21	—	—	—	—	—	—	5,775	97,886
	3/1/21	—	—	—	—	3,333	—	—	56,894

Brian H. Kelly	—	74,427	148,854	297,708	—	—	—	—	—
	2/26/21	—	—	—	2,813	9,376	18,752	—	159,923
	2/26/21	—	—	—	—	—	—	4,830	81,869
	3/1/21	—	—	—	—	3,333	—	—	56,894

Greg Lippard	—	79,638	159,276	318,552	—	—	—	—	—
	2/26/21	—	—	—	2,446	8,154	16,308	—	138,210
	2/26/21	—	—	—	—	—	—	4,200	71,190
	3/1/21	—	—	—	—	3,333	—	—	56,894