DEF 14A of Foster L B Co, Apr 10, 2026

DEF 14A of Foster L B Co

Filed Apr 10, 2026 · FY20250001140361-26-014171

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF DIRECTORS The first proposal item to be voted on is the election of six directors for one-year terms. The Board of Directors has nominated the following six people to serve as directors: Messrs. Betler, Kasel, Kunz, Meyer, and Thompson and Ms. Owen, each a currently-serving director of the Company. Each director who is elected will hold office until the next annual meeting and generally until the director’s successor is elected and qualified. Information concerning the nominees is set forth below with brief descriptions of each nominee’s qualifications to serve on the Company’s Board of Directors:

  2. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | Raymond T. Betler | Mr. Betler, age 70, has been a director of the Company since 2020 and Chairman since 2022. From 2014 until 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 served as President and CEO for 15 years during his 30 year tenure with this global company. Mr. Betler was a director of CNX Midstream Partners LP from 2017 to 2020, where he served on the audit committee. He has been a director of Dollar Bank since 2006, where he is the chair of the executive committee and serves on the audit, nomination and governance, and compensation committees, and has served as a director of Intramotev, a technology company manufacturing autonomous battery-electric freight cars for the rail industry, since 2026. Qualifications. We believe that Mr. Betler is qualified to serve as a director because of his public company CEO experience, valuable understanding of the rail, transportation, and energy industries, and experience in compensation and corporate governance matters. |

  3. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | John F. Kasel | Mr. Kasel, age 61, has been a director of the Company since 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 previously 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. He has served as a director of The Allegheny Conference on Community Development, a nonprofit, private sector organization committed to improving the economic future of the Pittsburgh, Pennsylvania region, since March 2023. 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 as its President and Chief Executive Officer; 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. |

  4. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | John E. Kunz | Mr. Kunz, 61, has been a director of the Company since 2022 and was formerly Senior Vice President and Chief Financial Officer of PGT Innovations, Inc., a national leader in premium windows and doors, from 2022 until his retirement in 2023. 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 2015 to 2017, Mr. Kunz served as Vice President and Controller of Tenneco Inc., a global manufacturer of automotive emission control and ride control systems (“Tenneco”). 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 from July 2006 to 2015, 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 (“Great Lakes”), a position he held from 2001 until 2004, after holding several finance positions of increasing responsibility at Great Lakes, beginning in 1999. Mr. Kunz was a director of Wabash National Corporation, a leader of engineered solutions for the transportation, logistics, and distribution industries, from 2011 to 2022, where he previously served as chair of its audit committee, a member of the finance committee, and chair of the compensation committee. 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 15 years of public company board experience, including as chair of both an audit committee and a compensation committee. Mr. Kunz is an audit committee financial expert and brings a strong business and financial perspective to the Board to help drive shareholder value. |

  5. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | David J. Meyer | Mr. Meyer, age 56, has been a director of the Company since 2024. He has served as Chief Executive Officer of FerroWorks, LLC, a privately-held foundry and forge business serving the rail, mining, defense, and other industries, since 2024; and also as non-executive Chair of A. Stucki Company (“A. Stucki”), a privately-held manufacturer of high quality freight and rail-related parts, since 2023, and Executive Chair of A. Stucki from 2022 to November 2023. From 2019 to 2020, Mr. Meyer was the Chief Operating Officer of Stone Canyon Industries Rail, a private company which acquired A. Stucki in 2015 and sold it to Stellex Capital in 2022. From 1999 to 2017, Mr. Meyer served in positions of increasing responsibility at Westinghouse Airbrake Technologies Corporation (“Wabtec”), which manufactures locomotives and components for locomotives, freight cars, and passenger transit vehicles and provides aftermarket services, most recently as President of its Industrial Group, and prior as Group Executive of its Transit sector. Over his tenure, he held various positions in its freight car products operations and brake systems businesses. While at Wabtec, Mr. Meyer served as a captain in the United States Army Reserve from 1995 to 2003, bringing LEAN manufacturing and management to the Army Depot system while on active duty in 2002; a factory manager at Oxford Automotive Incorporated, a full-service, global tier one supplier of integrated systems based on metal forming and related technologies from 1995 to 1999; and as a manufacturing manager, product line manager, and project engineer for Eaton Corporation, a global manufacturer of highly engineered products that serve automotive, heavy truck, industrial, construction, commercial and semiconductor markets, from 1995 to 1998. Mr. Meyer also founded Northern Bel, LLC, a consulting and acquisition organization, in 2018, and was a Board member of American Track Services from 2019 to 2021. He holds seven patents for various rail-related products. Qualifications. We believe that Mr. Meyer is qualified to serve as a director of the Company due to his 30 years of manufacturing experience, including 25 years in the rail industry, the focus of the Company’s largest business segment, as a result of which he gained valuable market-specific operations and financial expertise. His engineering, manufacturing, global public and private company, and United States Army skills add depth to the Board in critical areas for the Company. |

  6. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | Diane B. Owen | Ms. Owen, age 70, has been a director of the Company since 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 due to her over 30 years of business experience, particularly in accounting and finance. Ms. Owen has played a critical role as an audit committee financial expert on the Board and former Chair of our Audit Committee. 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. |

  7. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | Bruce E. Thompson | Mr. Thompson, age 67, has been a director of the Company since 2022 and is President of Hospitality Development Company Group, a hotel development and management firm, a position he has held since 2021. From 2019 to 2020, Mr. Thompson served as Vice President and Chief Separation Officer at Arconic Inc. (“Arconic”), 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 from 2016 to 2019. Prior to its separation into two public companies, Arconic and Alcoa Corporation (“Alcoa”), in 2016, Mr. Thompson served in various vice president and director roles at Alcoa, Inc., an aluminum industry pioneer and global leader in lightweight metals technology, engineering, and manufacturing, in the internal audit and business planning and analysis functions from 2011 to 2014. Before joining Alcoa, 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 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 audit, accounting and finance, operations, marketing, and corporate strategy. He plays a critical role as a Board audit committee financial expert and Chair of our Audit Committee. |

  8. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    The Board nominated the foregoing nominees based upon the recommendation of the Nomination and Governance Committee. The nominees have expressed their willingness to serve as directors, if elected. However, should any of the nominees be unavailable for election, the proxies (except for proxies that withhold authority to vote for directors) will be voted for such substitute nominee or nominees as may be chosen by the Board, or the number of directors may be reduced by appropriate action of the Board. The Board of Directors recommends that you vote “FOR” each of the foregoing nominees.

  9. DIRECTOR COMPENSATION – 2025

    DIRECTOR COMPENSATION – 2025 The following table sets forth our non-employee director compensation for 2025. Directors who are also employees of the Company do not receive any compensation for their service on the Board.

  10. DIRECTOR COMPENSATION – 2025

    | Name | Fees Earned or Paid in Cash ($)(1,2) | Stock Awards ($)(3) | Total ($) | | Raymond T. Betler | 145,000 | 90,000 | 235,000 | | Alexander B. Jones* | 66,957 | 90,000 | 156,957 | | John E. Kunz | 82,500 | 90,000 | 172,500 | | Janet Lee* | 51,800 | 90,000 | 141,800 | | David J. Meyer | 72,004 | 90,000 | 162,004 | | Diane B. Owen | 82,500 | 90,000 | 172,500 | | Bruce E. Thompson | 82,500 | 90,000 | 172,500 |

  11. DIRECTOR COMPENSATION – 2025

    | * Ms. Lee and Mr. Jones terminated service with the Board of Directors on September 4, 2025 and December 15, 2025, respectively. |

  12. DIRECTOR COMPENSATION – 2025

    | (1) On February 14, 2023, the Board approved the Company’s current director compensation program, which includes an annual cash retainer fee of $70,000 for each non-employee director, and the following additional annual director retainer fees: Chairman of the Board, $75,000; Chair of Compensation Committee, $12,500; Chair of Audit Committee, $12,500; Chair of Nomination and Governance Committee, $12,500; and Chair of the Select Ad Hoc Corporate Responsibility Committee, $6,250. |

  13. DIRECTOR COMPENSATION – 2025

    | (2) The Non-Employee Director Deferred Compensation Plan (as amended and restated effective December 1, 2022) (the “Director Deferred Compensation Plan”) permits participants to elect to defer receipt of their cash and/or equity compensation to a date that is six months after separation from the Board. Since February 25, 2016, non-employee directors have been permitted to make discretionary elections to receive annual cash retainer fees in fully-vested shares of common stock on a quarterly basis or in quarterly installments of cash. Under the Director Deferred Compensation Plan, in lieu of receiving cash fees on a quarterly basis, non-employee directors may make an irrevocable election for each Board year (commencing on the date of each Annual Meeting of Shareholders through the following Annual Meeting of Shareholders) to receive, at his or her sole discretion, all of such director’s annual cash retainer fees in the form of either (i) fully-vested common stock, (ii) deferred stock units, or (iii) deferred cash. The cash retainer is divided by four and either (i) with respect to fully-vested common stock, issued on each quarterly payment date, with the number of shares determined by dividing the applicable quarterly cash retainer fee by the closing market price per share of the Company’s common stock; (ii) with respect to deferred stock units, determined by dividing the applicable quarterly cash retainer fee by the closing market price per share of the Company’s common stock and crediting that number of units to the director’s deferred stock account; or (iii) credited to a deferred cash account with interest calculated at the U.S. Prime Rate. The amounts of retainer fees paid in cash, fully-vested stock, and deferred stock units in 2025 were as follows: Mr. Betler received $145,000 in cash, $0 in fully-vested stock, and $0 in deferred stock units; Mr. Jones received $0 in cash, $66,927 in fully-vested stock, and $0 in deferred stock units; Mr. Kunz received $82,500 in cash, $0 in fully-vested stock, and $0 in deferred stock units; Ms. Lee received $51,800 in cash; $0 in fully-vested stock, and $0 in deferred stock units; Mr. Meyer received $27,308 in cash; $44,696 in fully-vested stock, and $0 in deferred stock units; Ms. Owen received $82,500 in cash, $0 in fully-vested stock, and $0 in deferred stock units; and Mr. Thompson received $82,500 in cash, $0 in fully-vested stock, and $0 in deferred stock units. No director elected to defer cash fees into a deferred cash account. |

  14. DIRECTOR COMPENSATION – 2025

    | (3) On May 22, 2025, each non-employee director serving at that time was awarded an amount of restricted shares of the Company’s common stock equal to $90,000 divided by the closing price per share of the Company’s common stock on the Nasdaq Stock Market on that date, with such shares vesting on the one-year anniversary of the grant date. As with the annual cash retainer fees, under the Director Deferred Compensation Plan, non-employee directors may make an irrevocable election for each Board year (commencing on the date of each Annual Meeting of Shareholders through the following Annual Meeting of Shareholders) to receive, at his or her sole discretion, all of such director’s annual stock award in the form of deferred stock units which would not be settled until six months after the respective director’s separation from the Board, subject to the one-year vesting schedule established at grant. In 2025, Mses. Lee and Owen and Messrs. Betler, Jones, Kunz, Meyer, and Thompson received awards of 4,826 shares on the grant date, which are subject to the one-year vesting period. The stock awards are reflected in the “Stock Awards” column of the table and computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718 (excluding the effect of estimated forfeitures). As of December 31, 2025, non-employee directors had unvested stock awards as follows: Mr. Betler: 4,826 shares; Mr. Jones: 4,826 shares; Mr. Kunz: 4,826 shares; Ms. Lee: 4,826 shares; Mr. Meyer: 4,826 shares; Ms. Owen: 4,826 shares; and Mr. Thompson: 4,826 shares. For a discussion of valuation assumptions, see Note 14 of the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. |

  15. Executive Summary

    | ☑ | Independent Compensation Consultant. The Committee has engaged its own independent compensation consultant (Pay Governance) and annually assesses the consultant’s performance, fees, and independence, including whether any type of conflict of interest exists. |

  16. Executive Summary

    | ☑ | Peer Group. After considering the input of the compensation consultant, the Committee established formal selection criteria for its comparator peer group companies listed below (the “Comparator Group”) and annually evaluates the composition of the Comparator Group to confirm the continued appropriateness of its component companies. |

  17. Executive Summary

    | ☑ | Double Trigger Change-In-Control. We provide double trigger change-in-control protection to our executive officers, which means they may be entitled to severance of between one and two and one-half times base salary and bonus only in the event of both: (i) a change-in-control of the Company and (ii) a qualifying employment termination (“double trigger”). Restricted stock awards and performance share unit (“PSU”) awards made to executive officers also provide for double trigger change-in-control vesting. Some executive officers who have been promoted into the executive group have unvested restricted stock awards with single-trigger vesting that were granted prior to promotion to executive status. All restricted stock awards made to our executive officers after achieving executive status include double trigger vesting. |

  18. Executive Summary

    | ☑ | Grant Practices. The Company generally grants annual equity awards in the first quarter of each year, following approval by the Committee. The Committee and the Board do not take into account material non-public information when determining the timing or terms of equity awards or the value of executive compensation. In 2025, we did not grant stock options, stock appreciation rights, or similar option-like awards to our NEOs. |

  19. Executive Summary

    | ☒ | Executive Employment Agreements. We do not, as a standard practice, provide executives with employment agreements and currently do not have any in place. |

  20. Executive Summary

    | ☒ | Dividend Equivalents on Unearned PSU and Restricted Stock Awards. We do not pay dividends or dividend equivalents on PSU and restricted stock awards unless and until such awards are deemed earned and/or vested. |

  21. Executive Summary

    | ☒ | Tax Gross-Ups on Perquisites or Severance. We do not provide any tax gross-up payments to cover personal income taxes on perquisites or severance benefits related to a change-in-control. |

  22. Executive Summary

    Elements of Compensation Executive officers’ compensation includes base salary, annual cash incentive awards, and equity-based long-term incentive awards. The Committee aligns a significant portion of executive officer compensation with the Company’s performance relative to pre-established performance goals based on stated Company financial objectives, which are designed to drive the creation of long-term value for our shareholders. The Committee administers both short-term and long-term incentive compensation plans within its executive compensation structure, and the main features of the executive compensation program are as follows:

  23. Executive Summary

    | • | Short-term cash incentive awards, issued pursuant to the Annual Plan, in which payment is contingent on meeting annual financial performance goals that align with an executive’s responsibilities. The Committee authorized the 2025 Annual Plan (the “2025 Annual Plan”) and the related performance criteria of: |

  24. Executive Summary

    | • | Long-term incentive awards are heavily weighted toward performance, with 60% of the target long-term incentive opportunity granted in the form of PSUs that are paid, if earned, based on the achievement of pre-determined corporate level performance goals over a three-year period, and 40% of the target long-term incentive opportunity granted in the form of time-vested restricted stock, which vests ratably in one-third installments over a three-year period from grant. From time to time, the Company may approve additional retention or incentive awards (none were granted to our NEOs in 2025). |

  25. Executive Summary

    | • | The performance goals used for the 2025 PSU awards were two equally-weighted metrics of 2025-2027 Economic Profit Improvement(5) and 2025-2027 Adjusted EBITDA(1). Each year is measured annually with targets set at the beginning of the three-year period in a manner that requires growth in Company profitability and returns over the three-year period. |

  26. Executive Summary

    | • | The Company maintains a Key Employee Separation Plan (the “Separation Plan”) that provides officers with severance in the event of both a change-in-control and qualifying employment termination. The Separation Plan does not provide for any single trigger payments or tax gross-ups, and severance is capped at between one and two and one-half times base salary and bonus, depending on the executive. |

  27. Overview of Compensation Framework

    Overview of Compensation Framework The Company seeks to attract and retain talented and qualified executives through the use of compensation programs that are balanced and competitive. The Committee pursues this goal through its approval of executive officer compensation and, in the case of the CEO, recommending that the Board ratify his compensatory arrangements. The Committee’s executive compensation philosophy is to align compensation with Company performance by rewarding initiative and positive financial and operating results, while being mindful of the current business climate. The Committee generally aligns executive officer compensation with the Company’s performance in order to drive short-term achievement and create long-term shareholder value. Our compensation program reflects the goals of consistent behavior and balancing short and long-term interests. Due to the Company’s product mix and distinct manufacturing and distribution businesses, our Company does not have true “peers” among publicly-traded companies and, for this reason, the Committee believes that Company-specific performance measures, as opposed to performance goals measured relative to peer company performance, are most appropriate to incentivize management to achieve the business goals of the Company. Further, annual and long-term performance measures include a mix of factors to avoid over-emphasis on any single measure. Such measures include goals for both profitability and efficient use of capital. A significant portion of the executive officers’ potential compensation is variable and earned under incentive plans that are based on the Company’s performance and the value delivered to the Company’s shareholders. The Use of Market Compensation Data The Committee’s objective is to pay executives fairly and competitively. Executive pay is measured against the Comparator Group and other market data (described below) to confirm that compensation is within the range of competitive practices. Each year, to assist in its compensation decisions to determine market rates for overall compensation and each pay component, the Committee reviews market data drawn from the following sources: (i) the compensation practices of the Comparator Group and (ii) and general industry survey data compiled and published by independent third-party providers. As stated above, the Committee does not believe the Company has true “peers” among publicly traded organizations. Accordingly, the Committee reviews the compensation of certain publicly traded companies that it believes are most comparable to the Company. The Comparator Group was selected based on the following criteria:

  28. Overview of Compensation Framework

    The Committee reviews the Comparator Group each year, and used the following 16 Comparator Group companies for 2025 executive compensation purposes(1):

  29. Overview of Compensation Framework

    | (1) The Comparator Group was reviewed in late 2025 and slight adjustments were made. However, the adjustments to the group did not impact 2025 compensation. The revised group was included in the market evaluation used in setting 2026 compensation. |

  30. Overview of Compensation Framework

    | * Annual and long-term incentive percentages are calculated based on salary disclosed in the Summary Compensation Table, with the annual and long-term incentives reflected at target. |

  31. Overview of Compensation Framework

    Compensation Elements Compensation of our NEOs includes base salary, annual cash incentive awards, and long-term equity awards granted under the LTIP. Mr. Kasel’s base salary and other incentive compensation were determined by the Compensation Committee after conferring with its independent compensation consultant, taking into consideration Mr. Kasel’s experience, Comparator Group companies’ practices, the Company’s compensation practices as described above, the Company’s overall budgeted and forecasted compensation spending plan, and general industry survey data. The salary and incentive compensation of the other NEOs are determined by following the same process. Base Salary and 2025 Salary Increases Base salaries are reviewed annually and any increases are effective on March 1st for all NEOs. In 2025, base salary increases for each NEO were made according to historic practice after considering each NEO’s performance, retention, alignment with the corporate strategy, and execution of strategic initiatives to drive shareholder value, and reviewing compensation data from the Comparator Group and other similarly-sized organizations included in the survey data from independent third-party providers. With respect to the Comparator Group and the survey data, compensation adjustments are made with reference to the 50th percentile.

  32. Corporate and Operating Unit Adjusted EBITDA(1)(2) Performance and Payout Ranges

    Corporate and Operating Unit Adjusted EBITDA(1)(2) Performance and Payout Ranges

  33. Corporate and Operating Unit Adjusted EBITDA(1)(2) Performance and Payout Ranges

    | 2025 Adjusted EBITDA(1)(2) as a % of Target Performance Goal | 2025 Payout Range | | 125% and over | 200% | | 100% | 100% | | 80% | 50% | | Less than 80% | 0% |

  34. Corporate and Operating Unit Adjusted EBITDA(1)(2) Performance and Payout Ranges

    | 2025 Target Performance Goal (in thousands) | 2025 Actual Performance (in thousands) | 2025 Actual Attainment | 2025 Payout as a % of Target | | Corporate: $44,824 | Corporate: $38,219 | Corporate: 85.3% | Corporate: 63.2% | | Rail: $28,477 | Rail: $22,887 | Rail: 0.0%* | Rail: 0.0%* |

  35. Corporate and Operating Unit Adjusted EBITDA(1)(2) Performance and Payout Ranges

    | * While the Total Adjusted EBITDA for Rail was above the threshold level of $22,781,000 for 2025, such attainment did not include the incentive expense required for attainment at the threshold. Such expense would have reduced Rail Total Adjusted EBITDA below the threshold. Therefore, the Compensation Committee determined that the Rail Adjusted EBITDA attainment for 2025 was zero. |

  36. Corporate and Operating Unit Adjusted Free Cash Flow(3)(4) Performance and Payout Ranges

    Corporate and Operating Unit Adjusted Free Cash Flow(3)(4) Performance and Payout Ranges

  37. Corporate and Operating Unit Adjusted Free Cash Flow(3)(4) Performance and Payout Ranges

    | 2025 Adjusted Free Cash Flow(3)(4) as a % of Target Performance Goal | 2025 Payout Range | | 140% and above | 200% | | 100% | 100% | | 60% | 50% | | Less than 60% | 0% |

  38. Corporate and Operating Unit Adjusted Free Cash Flow(3)(4) Performance and Payout Ranges

    | 2025 Target Performance Goal (in thousands) | 2025 Actual Performance (in thousands) | 2025 Actual Attainment | 2025 Payout as a % of Target | | Corporate: $17,709 | Corporate: $25,209 | Corporate: 142.4% | Corporate: 200% | | Rail: $32,090 | Rail: $33,133 | Rail: 103.3% | Rail: 108.2% |

  39. Corporate and Operating Unit Adjusted Free Cash Flow(3)(4) Performance and Payout Ranges

    Adjustments to the Incentives of the NEOs The above-described 2025 Annual Plan structure resulted in a calculated achievement payout of 97.4% for Messrs. Kasel, Thalman, Kelly, and Guinee, and 39.7% for Mr. Lippard. The Annual Plan permits the Compensation Committee, in its sole discretion, to adjust payouts up or down 15% based on operational and individual performance, with total payouts capped at 200% of target. In recognition of the Company achieving its second-best safety performance since Company records have been kept, in each of the measured rates (Recordable Injuries, Lost Time, Days Away/Restricted Days), the Compensation Committee determined, based, in part, upon the recommendation of the CEO (with respect to NEOs other than himself), to increase the 2025 Annual Plan results for Messrs. Kasel, Thalman, Kelly, and Guinee by 5% for a final result of 102.3%. Separately, due to below-target safety results within the Rail segment for 2025, the Compensation Committee determined to decrease the 2025 Annual Plan results for Mr. Lippard by 5% for a result of 37.7%. The Plan also allows the Compensation Committee to apply adjustments for additional considerations, such as guidance achievements, when determining Annual Plan achievement. In addition to the adjustments for safety performance described above, the Compensation Committee also determined to decrease the 2025 Annual Plan results for Messrs. Kasel, Thalman, Kelly, and Guinee by 20% to 81.8% in consideration of the fact that while 2025 results were improved over prior years, the Company missed publicly-announced financial guidance that had been established throughout 2025. The final 2025 Annual Plan results were calculated as set forth below for Messrs. Kasel, Thalman, Kelly, Guinee, and Lippard:

  40. Corporate and Operating Unit Adjusted Free Cash Flow(3)(4) Performance and Payout Ranges

    | 2025 Plan Metric (Kasel, Thalman, Kelly, and Guinee) | 2025 Payout as a % of Target | 2025 Plan Component Weighting | Weighted 2025 Payout as a % of Target | | Corporate Adjusted EBITDA(1) | 63.2% | 75% | 47.4% | | Corporate Adjusted Free Cash Flow(3) | 200.0% | 25% | 50.0% | | 2025 Payout as a % of Target | | | 97.4% | | Payout Modifier (5% increase for safety performance) | — | — | 1.05% | | As Adjusted Total 2025 Payout | | | 102.3% | | Payout Modifier (20% decrease for missed guidance) | | | 80.0% | | As Further Adjusted Total 2025 Payout | | | 81.8% |

  41. Corporate and Operating Unit Adjusted Free Cash Flow(3)(4) Performance and Payout Ranges

    | 2025 Plan Metric (Lippard) | 2025 Payout as a % of Target | 2025 Plan Component Weighting | Weighted 2025 Payout as a % of Target | | Corporate Adjusted EBITDA(1) | 63.2% | 20% | 12.6% | | Rail Adjusted EBITDA(2) | 0.0% | 55% | 0.0% | | Rail Adjusted Free Cash Flow(4) | 108.2% | 25% | 27.1% | | 2025 Payout as a % of Target | | | 39.7% | | Payout Modifier (5% decrease for safety performance) | — | — | 0.95% | | As Adjusted Total 2025 Payout | | | 37.71% |

  42. Corporate and Operating Unit Adjusted Free Cash Flow(3)(4) Performance and Payout Ranges

    Actual cash incentive awards earned and paid to the NEOs under the 2025 Annual Plan were as follows:

  43. Corporate and Operating Unit Adjusted Free Cash Flow(3)(4) Performance and Payout Ranges

    | Name | Base Salary | 2025 Annual Plan Target (as a Percentage of Base Salary) | 2025 Annual Plan Target | Adjusted Payout Percentage | 2025 Annual Plan Payout | | John F. Kasel | $800,000 | 100% | $800,000 | 81.8% | $654,400 | | William M. Thalman | $441,428 | 65% | $286,928 | 81.8% | $234,707 | | Brian H. Kelly* | $392,552 | 55% | $215,904 | 81.8% | $176,609 | | Patrick J. Guinee | $411,597 | 60% | $246,958 | 81.8% | $202,012 | | Gregory W. Lippard | $365,765 | 50% | $182,883 | 37.71% | $68,958 |

  44. Corporate and Operating Unit Adjusted Free Cash Flow(3)(4) Performance and Payout Ranges

    | * Mr. Kelly retired from the Company effective December 31, 2025. In connection therewith, and pursuant to the terms of his Retirement Agreement, he was eligible for the payment of his 2025 Annual Plan award. |

  45. Corporate and Operating Unit Adjusted Free Cash Flow(3)(4) Performance and Payout Ranges

    Long-Term Incentive Plan 2025 Long-Term Incentive Awards The LTIP is designed to provide (i) NEOs with an incentive to remain with the Company, (ii) a means for NEOs to build ownership in the Company, and (iii) alignment with the value of NEOs’ awards and the Company’s long-term financial performance. In 2025, the Committee approved equity grants to each NEO under the LTIP, consisting of two components: time-vested restricted stock and PSUs. For each NEO, 40% of the target long-term incentive value was granted in the form of time-vested restricted stock, which vests ratably in one-third installments over a three-year period from the grant date. The average closing price per share of the Company’s common stock during the last 15 calendar days of April 2025 was used to determine the number of shares granted to each NEO. The Committee believes that restricted stock awards recognize the cyclicality of the Company’s markets, promote executive retention and build ownership in the Company. Restricted stock also aligns our NEOs’ compensation and Company performance by conditioning a portion of the incentive opportunity upon appreciation of share value. The remaining 60% of each NEO’s target long-term incentive award for 2025 was granted in the form of PSUs, with the number of units determined in the same manner as the portion granted in restricted stock for each NEO, including the CEO. The PSUs granted in 2025 have a performance period of January 1, 2025 through December 31, 2027, and will be paid in shares of the Company’s common stock, if earned, based on the Company’s achievement of two equally-weighted performance goals established at the beginning of the three-year performance period of (i) Economic Profit Improvement(5), calculated with reference to the Economic Profit earned for each calendar year in the performance period; and (ii) Adjusted EBITDA(1) measured each year of the three-year performance period. Economic Profit Improvement(5) and Adjusted EBITDA(1) targets were established at the beginning of the three-year period at a level that requires growth in Company profitability and economic returns. The PSUs are designed to align compensation and Company performance by making our NEOs’ long-term incentive compensation over a three-year performance period contingent upon the Company’s Economic Profit Improvement(5) and Adjusted EBITDA(1) achievement from 2025 through 2027. In 2025, the Committee approved the following target long-term incentive values for each NEO, to be allocated between restricted stock awards and PSUs:

  46. Corporate and Operating Unit Adjusted Free Cash Flow(3)(4) Performance and Payout Ranges

    | Name | Target ($) | | John F. Kasel | $1,400,000 | | William M. Thalman | $400,000 | | Brian H. Kelly | $340,000 | | Patrick J. Guinee | $365,000 | | Gregory W. Lippard | $295,000 |

  47. Corporate and Operating Unit Adjusted Free Cash Flow(3)(4) Performance and Payout Ranges

    Based on these target values, the NEOs were awarded the following restricted shares and PSUs (at target):

  48. Corporate and Operating Unit Adjusted Free Cash Flow(3)(4) Performance and Payout Ranges

    | Name | Restricted Shares | 2025-2027 PSUs (at Target) | | John F. Kasel | 28,297 | 42,446 | | William M. Thalman | 8,085 | 12,127 | | Brian H. Kelly* | 6,872 | 10,308 | | Patrick J. Guinee | 7,378 | 11,066 | | Gregory W. Lippard | 5,963 | 8,944 |

  49. Corporate and Operating Unit Adjusted Free Cash Flow(3)(4) Performance and Payout Ranges

    | * Mr. Kelly retired from the Company effective December 31, 2025. In connection therewith, and pursuant to the terms of his Retirement Agreement, he received accelerated vesting, to the extent unvested, of his outstanding restricted stock awards effective on December 31, 2025 and is eligible to receive pro-rata vesting of his PSUs outstanding on December 31, 2025, to be paid, if earned, subject to and based on the Company’s attainment of the applicable performance goals as determined after the end of the applicable performance period. |

  50. Corporate and Operating Unit Adjusted Free Cash Flow(3)(4) Performance and Payout Ranges

    The number of PSUs that may be earned at the end of each annual period in the 2025 - 2027 three-year performance plan will be determined in accordance with the following formula, with performance evaluated at the end of each annual period and shares earned at a rate of 30% in the first year, 30% in the second year, and 40% in the third year, with any shares earned in such period to vest and settle after the end of the three-year performance period, generally subject to continued employment: (PSUs awarded (at target) x Economic Profit Improvement(5) % of Target Payout Earned x 0.50) + (PSUs awarded (at target) x Adjusted EBITDA(1) % of Target Payout Earned x 0.50) = Total Earned PSUs

  51. Economic Profit Improvement(5)*

    | 2025 Economic Profit Improvement(5) Achievement Level and Payout Percentages for First Tranche of 2025-2027 PSU Award | | | | | | | Economic Profit Improvement(5) Achieved (in thousands) | % of Target Payout | Weighting | % of Achievement | | All NEOs | $4,190 | 0.0% | 50% | 0% |

  52. Economic Profit Improvement(5)*

    | Economic Profit Improvement(5) Targets and Payout Table for 2025 (in thousands) | | | | 2025 | | 200% | $13,300 | | 100% | $8,900 | | 50% | $4,400 |

  53. Economic Profit Improvement(5)*

    | 2025 Adjusted EBITDA(1) Achievement Level and Payout Percentages for First Tranche of 2025-2027 PSU Award | | | | | | | Adjusted EBITDA(1) Achieved (in thousands) | % of Target Payout | Weighting | % of Achievement | | All NEOs | $38,000 | 74.6% | 50% | 37.3% |

  54. Economic Profit Improvement(5)*

    | Adjusted EBITDA(1) Targets and Payout Table for 2025 (in thousands) | | | | 2025 | | 200% | $58,200 | | 100% | $44,800 | | 50% | $31,400 |

  55. Economic Profit Improvement(5)*

    | PSUs Earned and Banked in 2025 Under the 2025-2027 LTIP | | | | John F. Kasel | | 4,754 | | William M. Thalman | 0.0% Economic Profit Improvement(5) + 37.3% Adjusted EBITDA(1) = 37.3% Achievement x 30% Year 1 Weighting = 11.2% of PSUs Awarded (to be settled at the end of the three-year performance period) | 1,358 | | Brian H. Kelly* | | 1,154 | | Patrick J. Guinee | | 1,239 | | Gregory W. Lippard | | 1,002 |

  56. Economic Profit Improvement(5)*

    | * Mr. Kelly retired from the Company effective December 31, 2025. In connection therewith, and pursuant to the terms of his Retirement Agreement, he is eligible to receive pro-rata vesting of his PSUs outstanding on December 31, 2025, to be paid, if earned, subject to and based on the Company’s attainment of the applicable performance goals as determined after the end of the applicable performance period. |

  57. Economic Profit Improvement(5)*

    2024-2026 and 2023-2025 Performance Share Unit Awards 2024-2026 PSU Awards The performance goals applicable to the PSU awards granted to our NEOs in the 2024 – 2026 Plan were equally weighted as Economic Profit Improvement(5) and Adjusted EBITDA(1) with annual targets established at the beginning of the three-year performance period of January 1, 2024 through December 31, 2026 that are weighted 30%, 30% and 40%. The formulas applicable to each of the annual Economic Profit Improvement(5) and annual Adjusted EBITDA(1) metrics are described on page 44 of our proxy statement filed on April 11, 2025.

  58. Economic Profit Improvement(5)*

    | 2025 Economic Profit Improvement(5) Achievement Level and Payout Percentages for Second Tranche of 2024-2026 PSU Award | | | | | | | Economic Profit Improvement Achieved(5) (in thousands) | % of Target Payout | Weighting | % of Achievement | | All NEOs | $7,615 | 169.2% | 50% | 84.6% |

  59. Economic Profit Improvement(5)

    | Targets and Payout Table for 2025 (in thousands) | | | | 2025 | | 200% | $8,200 | | 100% | $6,300 | | 50% | $3,200 |

  60. Economic Profit Improvement(5)

    | 2025 Adjusted EBITDA(1) Achievement Level and Payout Percentages for Second Tranche of 2024-2026 PSU Award | | | | | | | Adjusted EBITDA(1) (in thousands) | % of Target Payout | Weighting | % of Achievement | | All NEOs | $38,000 | 94.1% | 50% | 47.0% |

  61. Economic Profit Improvement(5)

    | Adjusted EBITDA(1) Targets and Payout Table for 2025 (in thousands) | | | | 2025 | | 200% | $51,200 | | 100% | $39,400 | | 50% | $27,600 |

  62. Economic Profit Improvement(5)

    | PSUs Earned and Banked in 2025 Under the 2024-2026 LTIP | | | | John F. Kasel | | 11,684 | | William M. Thalman | 84.6% Economic Profit Improvement(5) + 47.0% Adjusted EBITDA(1) = 131.6% Achievement x 30% Year 2 Weighting = 39.5% of PSUs Awarded (to be settled at the end of the three-year performance period) | 3,651 | | Brian H. Kelly* | | 3,116 | | Patrick J. Guinee | | 3,359 | | Gregory W. Lippard | | 2,678 |

  63. Economic Profit Improvement(5)

    | * Mr. Kelly retired from the Company effective December 31, 2025. In connection therewith, and pursuant to the terms of his Retirement Agreement, he is eligible to receive pro-rata vesting of his PSUs outstanding on December 31, 2025, to be paid, if earned, subject to and based on the Company’s attainment of the applicable performance goals as determined after the end of the applicable performance period. |

  64. Economic Profit Improvement(5)

    2023-2025 PSU Awards The performance goals applicable to the PSU awards granted to our NEOs in the 2023 – 2025 Plan were equally weighted as Economic Profit Improvement(5) and Adjusted EBITDA(1) with annual targets established at the beginning of the three-year performance period of January 1, 2023 through December 31, 2025 that are weighted 30%, 30% and 40%. The formulas applicable to each of the annual Economic Profit Improvement(5) and annual Adjusted EBITDA(1) metrics are described on pages 45-46 of our proxy statement filed on April 12, 2024.

  65. Economic Profit Improvement(5)*

    | 2025 Economic Profit Improvement(5) Achievement Level and Payout Percentages for Third Tranche of 2023-2025 PSU Award | | | | | | | Economic Profit Improvement Achieved(5) (in thousands) | % of Target Payout | Weighting | % of Achievement | | All NEOs | $18,276 | 142.1% | 50% | 71.05% |

  66. Economic Profit Improvement(5)*

    | Economic Profit Improvement(5) Targets and Payout Table for 2025 (in thousands) | | | | 2025 | | 200% | $21,097 | | 100% | $16,229 | | 50% | $8,114 |

  67. Economic Profit Improvement(5)*

    | 2025 Adjusted EBITDA(1) Achievement Level and Payout Percentages for Third Tranche of 2023-2025 PSU Award | | | | | | | Adjusted EBITDA(1) (in thousands) | % of Target Payout | Weighting | % of Achievement | | All NEOs | $38,000 | 94.1% | 50% | 47.05% |

  68. Economic Profit Improvement(5)*

    | Adjusted EBITDA(1) Targets and Payout Table for 2025 (in thousands) | | | | 2025 | | 200% | $51,200 | | 100% | $39,400 | | 50% | $27,600 |

  69. Economic Profit Improvement(5)*

    | PSUs Earned and Banked in 2025 Under the 2023-2025 LTIP | | | | John F. Kasel | | 26,289 | | William M. Thalman | 71.05% Economic Profit Improvement(5) + 47.05% Adjusted EBITDA(1) = 118.1% Achievement x 40% Year 3 Weighting = 47.2% of PSUs Awarded (to be settled at the end of the three-year performance period) | 8,365 | | Brian H. Kelly* | | 7,170 | | Patrick J. Guinee | | 7,170 | | Gregory W. Lippard | | 5,975 |

  70. Economic Profit Improvement(5)*

    | * Mr. Kelly retired from the Company effective December 31, 2025. In connection therewith, and pursuant to the terms of his Retirement Agreement, he is eligible to receive pro-rata vesting of his PSUs outstanding on December 31, 2025, to be paid, if earned, subject to and based on the Company’s attainment of the applicable performance goals as determined after the end of the applicable performance period. |

  71. Other Compensation Practices

    Other Compensation Practices Retirement Plans The NEOs participate in the Company’s 401(k) and Profit Sharing Plan (the “401(k) Plan”), a defined contribution retirement plan, qualifying under Section 401(k) of the Internal Revenue Code (the “Code”), which is available to a broad segment of the Company’s employees. The Company’s contributions for 2025 to the 401(k) Plan with respect to our NEOs are included in the Summary Compensation Table. There were no discretionary profit-sharing contributions made under the 401(k) Plan for 2025. The Company also maintains a Supplemental Executive Retirement Plan (the “SERP”) under which executive officers may accrue benefits unavailable under the 401(k) Plan because of Code limitations. These benefits are also included in the Summary Compensation Table and 2025 Non-Qualified Deferred Compensation Table. The Company maintains these retirement plans for retention purposes and to provide a competitive opportunity for the Company’s employees to obtain a secure retirement. Anti-Hedging and Anti-Pledging Policy The Company’s Anti-Hedging and Anti-Pledging Policy is explained in the Corporate Governance section of this Proxy Statement. No Employment Agreements The Company does not currently provide its NEOs with formal employment agreements. Separation Plan and Change-In-Control Arrangements The Separation Plan provides for severance payments in the event of a change-in-control of the Company combined with a qualifying termination of each currently-employed NEO’s employment. The Committee believes that providing severance payments in these situations is beneficial to shareholders so that executives may remain unbiased when evaluating a transaction that may be beneficial to shareholders yet could negatively impact their continued employment with the Company. In the event a participant experiences a qualifying employment termination in connection with a change-in-control of the Company, such participant is entitled to receive the participant’s base salary plus their target annual bonus multiplied by a “Benefit Factor” (subject to execution (and non-revocation) of a release of claims and compliance with confidentiality and one-year non-compete and customer and employee non-solicit obligations). The participants’ Benefit Factors are as follows:

  72. Other Compensation Practices

    Effective December 31, 2025 (the “Retirement Date”), Mr. Kelly retired from the Company. In connection with Mr. Kelly’s retirement, on December 3, 2025, the Committee approved the entry into a Retirement Agreement and General Release (the “Retirement Agreement”) with Mr. Kelly. Subject to Mr. Kelly’s obligations to comply with certain non-compete, non-solicitation, and non-disparagement covenants, the Committee approved Mr. Kelly’s departure from the Company as a retirement as provided in the Company’s applicable plans and related agreements with the following effect: (i) the accelerated vesting, to the extent unvested, of Mr. Kelly’s outstanding restricted stock awards effective on the Retirement Date; (ii) the pro-rata vesting of Mr. Kelly’s outstanding PSU awards effective on the Retirement Date to be paid, if earned, subject to and based on the Company’s attainment of the applicable performance goals as determined after the end of the applicable performance period; (iii) the payment of any awards of shares or PSUs to the extent earned during active employment preceding an approved retirement under the Performance-Based Stock Program and Strategy Transformation Plan; (iv) the payment, if earned, of the annual cash incentive bonus award for the performance period of January 1, 2025 through December 31, 2025, subject to and based on the Company’s attainment of the applicable performance goals as determined after the end of such performance period; and (v) the payment of Mr. Kelly’s accrued balance under the Company’s supplemental executive retirement plan.

  73. SUMMARY COMPENSATION TABLE – 2025, 2024, and 2023

    SUMMARY COMPENSATION TABLE – 2025, 2024, and 2023 The following table sets forth information regarding compensation of the Company’s NEOs for the years 2025, 2024, and 2023:

  74. SUMMARY COMPENSATION TABLE – 2025, 2024, and 2023

    | 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 | 2025 | $790,417 | — | $1,319,357 | $654,400 | $156,338(3) | $2,920,512 | | | 2024 | $731,250 | $38,101 | $1,387,851 | $758,093 | $160,025 | $3,075,320 | | | 2023 | $658,750 | — | $1,078,650 | $987,188 | $133,065 | $2,857,653 | | William M. Thalman EVP and Chief Financial Officer | 2025 | $436,615 | — | $376,954 | $234,707 | $95,982(4) | $1,144,258 | | | 2024 | $408,051 | $13,760 | $433,707 | $273,788 | $82,384 | $1,211,690 | | | 2023 | $380,800 | — | $343,209 | $366,524 | $69,012 | $1,159,545 | | Brian H. Kelly Former EVP and Senior Advisor to the CEO | 2025 | $390,646 | — | $320,407 | $176,609 | $584,626(5) | $1,472,288 | | | 2024 | $378,094 | $10,756 | $370,088 | $214,017 | $98,988 | $1,071,943 | | | 2023 | $358,047 | — | $294,172 | $291,966 | $80,802 | $1,024,987 | | Patrick J. Guinee EVP, General Counsel and Corporate Secretary | 2025 | $408,958 | — | $343,981 | $202,012 | $82,395(6) | $1,037,346 | | | 2024 | $392,625 | $11,170 | $399,027 | $222,242 | $70,806 | $1,095,870 | | | 2023 | $372,228 | — | $294,172 | $303,186 | $71,239 | $1,040,825 | | Gregory W. Lippard SVP, Rail | 2025 | $363,421 | — | $278,016 | $68,958 | $74,753(7) | $785,148 | | | 2024 | $348,906 | $12,626 | $318,039 | $253,223 | $67,694 | $1,000,488 | | | 2023 | $332,217 | — | $245,147 | $199,297 | $67,043 | $843,704 |

  75. SUMMARY COMPENSATION TABLE – 2025, 2024, and 2023

    | (1) For 2025, the amounts represent the aggregate grant date fair value of the 2025-2027 LTIP awards computed in accordance with FASB ASC Topic 718 (ASC 718) (excluding the effect of estimated forfeitures). This grant consists of a combination of restricted stock and PSUs. For a discussion of valuation assumptions, see Note 14 of the Company’s 2025 Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The 2025 amounts listed in this table use the closing price per share of Company stock on May 22, 2025, of $18.65 and for the PSUs, the amounts are based on target performance. Maximum opportunity for PSUs is $1,583,236, for Mr. Kasel; $452,337 for Mr. Thalman; $384,488 for Mr. Kelly; $412,762 for Mr. Guinee; and $333,611 for Mr. Lippard. |

  76. SUMMARY COMPENSATION TABLE – 2025, 2024, and 2023

    | (2) Amounts represent cash incentive awards paid under the 2025 Annual Plan. |

  77. SUMMARY COMPENSATION TABLE – 2025, 2024, and 2023

    | (3) For Mr. Kasel, the 2025 amount includes: a 401(k) Company match of $21,000; a SERP contribution of $74,197; an auto allowance of $15,000; Company-paid life insurance premium; Company-paid long-term disability premium; club membership of $23,929; and $17,140 for financial planning services. |

  78. SUMMARY COMPENSATION TABLE – 2025, 2024, and 2023

    | (4) For Mr. Thalman, the 2025 amount includes: a 401(k) Company match of $20,347; a SERP contribution of $22,450; an auto allowance of $15,000; Company-paid life insurance premium; Company-paid long-term disability premium; club membership of $20,411; and $13,716 for financial planning services. |

  79. SUMMARY COMPENSATION TABLE – 2025, 2024, and 2023

    | (5) For Mr. Kelly, the 2025 amount includes: a 401(k) Company match of $20,242; a SERP contribution of $15,925; an auto allowance of $15,000; Company-paid life insurance premium; Company-paid long-term disability premium; club membership of $23,434; and $17,140 for financial planning services. For Mr. Kelly, the 2025 amount also includes the following amounts in connection with his retirement: $370,670 representing the value of accelerated vesting of his outstanding restricted stock awards on the Retirement Date and $113,117 for the payment of his accrued balance under the Company’s supplemental executive retirement plan. Mr. Kelly’s 2025 amount excludes his unvested 2023, 2024, and 2025 PSUs and 2021 Performance-Based Stock Awards (“PBSAs”), the values of which were previously included “Stock Awards” column for the applicable grant year, which will continue to vest on a pro-rata basis on their original stated vesting schedules following his retirement (subject to the achievement of applicable performance goals). Such unvested PSUs had an aggregate value of $310,841 at the time of his retirement, and such unvested PBSAs were not earned during his active employment and were forfeited at retirement. |

  80. SUMMARY COMPENSATION TABLE – 2025, 2024, and 2023

    | (6) For Mr. Guinee, the 2025 amount includes: a 401(k) Company match of $20,163; a SERP contribution of $17,542; an auto allowance of $15,000; Company-paid life insurance premium; Company-paid long-term disability premium; club membership of $9,500; and $17,140 for financial planning services. |

  81. SUMMARY COMPENSATION TABLE – 2025, 2024, and 2023

    | (7) For Mr. Lippard, the 2025 amount includes: a 401(k) Company match of $21,500; a SERP contribution of $16,756; an auto allowance of $12,000; Company-paid life insurance premium; Company-paid long-term disability premium; and club membership of $21,447. |

  82. GRANTS OF PLAN-BASED AWARDS IN 2025

    GRANTS OF PLAN-BASED AWARDS IN 2025 The following table provides information on 2025 Non-Equity and Equity Incentive Plan Awards

  83. GRANTS OF PLAN-BASED AWARDS IN 2025

    | | | 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 (#) | | | | John F. Kasel | — | 400,000 | 800,000 | 1,600,000 | — | — | — | — | — | | | 5/22/2025 | — | — | — | 21,223 | 42,446 | 84,892 | — | 791,618 | | | 5/22/2025 | — | — | — | — | — | — | 28,297 | 527,739 | | William Thalman | — | 143,464 | 286,928 | 573,856 | — | — | — | — | — | | | 5/22/2025 | — | — | — | 6,064 | 12,127 | 24,254 | — | 226,169 | | | 5/22/2025 | — | — | — | — | — | — | 8,085 | 150,785 | | Brian H. Kelly | — | 107,952 | 215,904 | 431,808 | — | — | — | — | — | | | 5/22/2025 | — | — | — | 5,154 | 10,308 | 20,616 | — | 192,244 | | | 5/22/2025 | — | — | — | — | — | — | 6,872 | 128,163 | | Patrick J. Guinee | — | 123,479 | 246,958 | 493,916 | — | — | — | — | — | | | 5/22/2025 | — | — | — | 5,533 | 11,066 | 22,132 | — | 206,381 | | | 5/22/2025 | — | — | — | — | — | — | 7,378 | 137,600 | | Gregory W. Lippard | — | 91,442 | 182,883 | 365,766 | — | — | — | — | — | | | 5/22/2025 | — | — | — | 4,472 | 8,944 | 17,888 | — | 166,806 | | | 5/22/2025 | — | — | — | — | — | — | 5,963 | 111,210 |

  84. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (1) These grants reflect awards under the Annual Plan in 2025 as discussed in the Compensation Discussion and Analysis. Amounts actually paid under this plan to NEOs for 2025 are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |

  85. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (2) These grants reflect awards of PSUs granted under the LTIP and the L.B. Foster 2025 Equity and Incentive Compensation Plan (the “2025 Plan”) as discussed in the Compensation Discussion and Analysis. |

  86. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (3) This column includes restricted stock awards granted under the LTIP and the 2025 Plan, as discussed in the Compensation Discussion and Analysis. The fair market value for these shares on the grant date of May 22, 2025 was $18.65, the closing price per share on that day. |

  87. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (4) Reflects the grant date fair value of PSU and restricted stock awards determined in accordance with ASC 718 (excluding the effect of estimated forfeitures). For a discussion of the valuation assumptions, see Note 14 of the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. |

  88. GRANTS OF PLAN-BASED AWARDS IN 2025

    Please see the “Compensation Discussion and Analysis” section of this Proxy Statement for a description of our plans and other compensatory arrangements with our NEOs that are reported in the Summary Compensation Table and Grants of Plan-Based Awards Table.

  89. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END Our NEOs held no outstanding stock options at fiscal year-end. The following table sets forth information regarding unvested stock awards held by the NEOs as of December 31, 2025:

  90. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | John F. Kasel | 162,382 | $4,376,195 | 55,044 | $1,483,436 | | William M. Thalman | 50,410 | $1,358,550 | 17,551 | $472,999 | | Brian H. Kelly* | 29,349 | $790,956 | 0 | $0 | | Patrick J. Guinee | 44,370 | $1,195,772 | 16,217 | $437,048 | | Gregory W. Lippard | 36,420 | $981,519 | 13,351 | $359,809 |

  91. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | * Mr. Kelly retired from the Company effective December 31, 2025. In connection therewith, and pursuant to the terms of his Retirement Agreement, he received accelerated vesting, to the extent unvested, of his outstanding restricted stock awards effective on December 31, 2025 and is eligible to receive pro-rata vesting of his PSUs outstanding on December 31, 2025, to be paid, if earned, subject to and based on the Company’s attainment of the applicable performance goals as determined after the end of the applicable performance period. |

  92. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (1) This column includes unvested restricted stock awards granted under the LTIP in 2023, 2024, and 2025. The vesting schedule of the restricted stock awards is described below: |

  93. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | Name | Grant Date | Vesting Date | Unvested Restricted Stock | | 2023 Restricted Stock Awards: | | | | | John F. Kasel | 2/14/2023 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 12,377 | | William M. Thalman | 2/14/2023 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 3,938 | | Brian H. Kelly | 2/14/2023 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 0 | | Patrick J. Guinee | 2/14/2023 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 3,376 | | Gregory W. Lippard | 2/14/2023 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 2,813 | | 2024 Restricted Stock Awards: | | | | | John F. Kasel | 5/23/2024 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 13,147 | | William M. Thalman | 5/23/2024 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 4,109 | | Brian H. Kelly | 5/23/2024 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 0 | | Patrick J. Guinee | 5/23/2024 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 3,780 | | Gregory W. Lippard | 5/23/2024 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 3,013 | | 2025 Restricted Stock Awards: | | | | | John F. Kasel | 5/22/2025 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 28,297 | | William M. Thalman | 5/22/2025 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 8,085 | | Brian H. Kelly | 5/22/2025 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 0 | | Patrick J. Guinee | 5/22/2025 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 7,378 | | Gregory W. Lippard | 5/22/2025 | 3-year graded vesting; vests 33 1/3% per year over 3-year period | 5,963 |

  94. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    This column also includes:

  95. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | • | The 2023-2025 PSU awards granted under the LTIP. These awards were subject to forfeiture after the performance period ended (December 31, 2025) and prior to the distribution date (February 19, 2026) when the underlying performance achievement was certified. The performance attainment resulted in an overall payout of 151.6%. |

  96. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | • | The first tranche of the 2024-2026 PSUs earned for the first annual period (January 1, 2024 through December 31, 2024) of the 2024-2026 performance period upon certification of the performance results for such period on February 20, 2025. The performance attainment resulted in participants earning 86.1% of target for the first annual period. The earned PSUs remain subject to service conditions and will vest and settle in the first quarter of 2027 upon final certification of results at the end of the full three-year performance period. |

  97. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | • | The second tranche of the 2024-2026 PSUs earned for the second annual period (January 1, 2025 through December 31, 2025) of the 2024-2026 performance period upon certification of the performance results for such period on February 19, 2026. The performance attainment resulted in participants earning 131.6% of target for the second annual period. The earned PSUs remain subject to service conditions and will vest and settle in the first quarter of 2027 upon final certification of results at the end of the full three-year performance period. |

  98. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | • | The first tranche of the 2025-2027 PSUs earned for the first annual period (January 1, 2025 through December 31, 2025) of the 2025-2027 performance period upon certification of the performance results for such period on February 19, 2026. The performance attainment resulted in participants earning 37.3% of target for the first annual period. The earned PSUs remain subject to service conditions and will vest and settle in the first quarter of 2028 upon final certification of results at the end of the full three-year performance period. |

  99. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | • | The Special PSUs granted to each NEO with a performance period that ended on December 31, 2025, were not earned and are not included in the table. |

  100. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | Name | Grant Date | Vesting Date | Unvested PSUs | | 2023-2025 Performance Share Unit Awards: | | | | | John F. Kasel | 2/14/2023 | 3-year performance period ended 12/31/25; achievement certified and shares distributed 02/19/2026 | 84,491 | | William M. Thalman | 2/14/2023 | 3-year performance period ended 12/31/25; achievement certified and shares distributed 02/19/2026 | 26,884 | | Brian H. Kelly | 2/14/2023 | 3-year performance period ended 12/31/25; achievement certified and shares distributed 02/19/2026 | 23,044 | | Patrick J. Guinee | 2/14/2023 | 3-year performance period ended 12/31/25; achievement certified and shares distributed 02/19/2026 | 23,044 | | Gregory W. Lippard | 2/14/2023 | 3-year performance period ended 12/31/25; achievement certified and shares distributed 02/19/2026 | 19,202 | | 2024-2026 Performance Share Unit Awards (2024 and 2025 Tranches): | | | | | John F. Kasel | 5/23/2024 | PSUs are earned and will vest in February 2027 upon final certification of results. | 19,316 | | William M. Thalman | 5/23/2024 | PSUs are earned and will vest in February 2027 upon final certification of results. | 6,036 | | Brian H. Kelly | 5/23/2024 | PSUs are earned and will vest in February 2027 upon final certification of results. | 5,151 | | Patrick J. Guinee | 5/23/2024 | PSUs are earned and will vest in February 2027 upon final certification of results. | 5,553 | | Gregory W. Lippard | 5/23/2024 | PSUs are earned and will vest in February 2027 upon final certification of results. | 4,427 | | 2025-2027 Performance Share Unit Awards (2025 Tranche): | | | | | John F. Kasel | 5/22/2025 | PSUs are earned and will vest in February 2028 upon final certification of results | 4,754 | | William M. Thalman | 5/22/2025 | PSUs are earned and will vest in February 2028 upon final certification of results | 1,358 | | Brian H. Kelly | 5/22/2025 | PSUs are earned and will vest in February 2028 upon final certification of results | 1,154 | | Patrick J. Guinee | 5/22/2025 | PSUs are earned and will vest in February 2028 upon final certification of results | 1,239 | | Gregory W. Lippard | 5/22/2025 | PSUs are earned and will vest in February 2028 upon final certification of results | 1,002 |

  101. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (2) For restricted stock, PSUs, and Performance-Based Stock Awards, (“PBSAs”), values are based on the Company’s December 31, 2025 closing price of $26.95 per share. |

  102. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (3) This column reflects the number of unearned and unvested tranches of the 2024 and 2025 PSU awards and 2021 PBSAs for which the performance conditions had not been satisfied as of December 31, 2025. |

  103. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (3a) the 2024-2026 PSUs were granted on May 23, 2024. These PSUs may be earned based on annual achievement of the underlying performance metrics during each of the three years of the performance period, but such earned PSUs remain subject to service conditions and will vest and settle in the first quarter of 2027 upon final certification of results at the end of the full three-year performance period. PSUs earned for the first and second annual periods are included in footnote (1) above. The number of shares included for these awards assumes maximum performance for the 2026 tranche and includes the following: Mr. Kasel 23,665 shares; Mr. Thalman 7,395 shares; Mr. Kelly 0 shares; Mr. Guinee 6,804 shares; and Mr. Lippard 5,423 shares. |

  104. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (3b) the 2025-2027 PSUs were granted on May 22, 2025. These PSUs may be earned based on annual achievement of the underlying performance metrics during each of the three years of the performance period, but such earned PSUs remain subject to service conditions and will vest and settle in the first quarter of 2028 upon final certification of results at the end of the full three-year performance period. PSUs earned for the first annual period are included in footnote (1) above. The number of shares included for these awards assumes target performance for the 2026 and 2027 tranches and includes the following: Mr. Kasel 29,712 shares; Mr. Thalman 8,489 shares; Mr. Kelly 0 shares; Mr. Guinee 7,746 shares; and Mr. Lippard 6,261 shares. |

  105. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (3c) the 2021 PBSAs were granted on March 1, 2021. The first underlying performance condition was achieved and 50% of the award was settled and paid on April 5, 2024. The second underlying performance condition was achieved and 50% of the award was settled and paid on February 11, 2026. The number of shares included for these awards are as follows: 1,667 shares each for Messrs. Kasel, Thalman, Guinee, and Lippard, and 0 shares for Mr. Kelly. |

  106. 2025 OPTION EXERCISES AND STOCK VESTED

    2025 OPTION EXERCISES AND STOCK VESTED There were no stock options exercised by our NEOs during 2025. The following table discloses the number of stock awards held by our NEOs that vested during 2025.

  107. 2025 OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | John F. Kasel | 45,911 | $1,204,636 | | William M. Thalman | 19,472 | $518,013 | | Brian H. Kelly | 30,116 | $805,685 | | Patrick J. Guinee | 17,621 | $468,500 | | Gregory W. Lippard | 13,306 | $352,997 |

  108. 2025 OPTION EXERCISES AND STOCK VESTED

    | (1) With respect to restricted stock, Mr. Kasel received distributions of 12,377 shares on February 14, 2025 at $27.50 (closing price on that day) per share, 4,604 shares on February 17, 2025 at $27.50 (closing price on February 14, 2025, the last preceding business day) per share, 6,574 shares on May 23, 2025 at $18.18 (closing price on that day) per share; Mr. Thalman received distributions of 3,938 shares on February 14, 2025 at $27.50 (closing price on that day) per share, 2,302 shares on February 17, 2025 at $27.50 (closing price on February 14, 2025, the last preceding business day) per share, 2,054 shares on May 23, 2025 at $18.18 (closing price on that day) per share; Mr. Kelly received distributions of 3,375 shares on February 14, 2025 at $27.50 (closing price on that day) per share, 1,919 shares on February 17, 2025 at $27.50 (closing price on February 14, 2025, the last preceding business day) per share, 1,753 shares on May 23, 2025 at $18.18 (closing price on that day) per share, 13,754 shares on December 31, 2025 at $26.95 (closing price on that day) per share; Mr. Guinee received distributions of 3,375 shares on February 14, 2025 at $27.50 (closing price on that day) per share, 2,110 shares on February 17, 2025 at $27.50 (closing price on February 14, 2025, the last preceding business day) per share, 1,890 shares on May 23, 2025 at $18.18 (closing price on that day) per share; and Mr. Lippard received distributions of 2,813 shares on February 14, 2025 at $27.50 (closing price on that day) per share, 1,535 shares on February 17, 2025 at $27.50 (closing price on February 14, 2025, the last preceding business day) per share, 1,506 shares on May 23, 2025 at $18.18 (closing price on that day) per share. With respect to the 2022-2024 PSU awards, those underlying performance conditions were certified by the Compensation Committee of the Board of Directors as having been achieved and the shares distributed on February 20, 2025. Mr. Kasel received a distribution of 22,356 shares, Mr. Thalman received a distribution of 11,178 shares, Mr. Kelly received a distribution of 9,315 shares, Mr. Guinee received a distribution of 10,246 shares, and Mr. Lippard received a distribution of 7,452 shares, each at $27.65 (closing price on that day) per share. |

  109. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    2025 NON-QUALIFIED DEFERRED COMPENSATION The following table discloses the contribution, earnings and balances under the Company’s defined contribution plan that provides for deferred compensation on a non-qualified tax basis.

  110. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    | Name | Registrant contributions in last FY ($)(1) | Aggregate earnings in last FY ($)(2) | Aggregate balance at last FYE(3) | | John F. Kasel | 74,197 | 58,815 | 482,603 | | William Thalman | 22,450 | 8,259 | 82,777 | | Brian H. Kelly | 15,925 | 15,499 | 129,042 | | Patrick J. Guinee | 17,542 | 17,074 | 127,022 | | Gregory W. Lippard | 16,756 | 18,478 | 134,447 |

  111. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    | (1) Amounts represent 2025 Company contributions to the SERP, which are included in the “All Other Compensation” column of the Summary Compensation Table. |

  112. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    | (2) Amounts represent interest earned in 2025. The amounts are not included in the Summary Compensation Table as they are not considered to be “above market” or preferential. |

  113. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    | (3) Amounts represent total SERP balance as of December 31, 2025. Amounts also include Company contributions to the SERP which were reported in the Summary Compensation Table for the fiscal years in which the executive was a NEO: $82,406 (2024) and $55,068 (2023) for Mr. Kasel; $25,775 (2024) and $15,065 (2023) for Mr. Thalman; $19,504 (2024) and $11,886 (2023) for Mr. Kelly; $21,049 (2024) and $13,206 (2023) for Mr. Guinee; and $12,192 (2024) for Mr. Lippard. |

  114. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

  115. Change-In-Control and/or Related Termination of Employment

    | (6) This disclosure assumes that, in the event of a change in control, the acquiror will assume and replace outstanding equity awards. In the case of a double-trigger event (change in control and qualifying termination), the PSUs awarded under the two special PSU programs in 2021 (2021-2026 Performance Based Stock Retention Program) and 2022 (2022-2025 Strategic Transformation Plan) would be earned and vest at target values. The 2024-2026 PSUs would be earned based on actual performance for the 2024 and 2025 tranches and target for the 2026 tranche; and the 2025-2027 PSUs would be earned based on actual performance for the 2025 tranche and at target for the 2026 and 2027 tranches. Outstanding restricted stock awards would also vest. All values use the Company’s closing stock price of $26.95 per share on December 31, 2025. |

  116. PAY VERSUS PERFORMANCE (PVP)

    PAY VERSUS PERFORMANCE (PVP) The following table and related disclosures provide information about the relationship between compensation actually paid to our Named Executive Officers (“NEOs”) and certain financial performance metrics of the Company pursuant to an SEC-prescribed methodology, which is different from the SEC-prescribed methodology required for the Summary Compensation Table and related disclosures.

  117. PAY VERSUS PERFORMANCE (PVP)

    | 2025 PAY VERSUS PERFORMANCE | | | | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(1)(2) | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return(3) | Net Income (Loss) (Thousands) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (h) | | 2025 | $2,920,512 | $2,846,224 | $1,109,760 | $1,002,394 | $278.41 | $7,419 | | 2024 | $3,075,320 | $3,628,621 | $1,094,998 | $1,285,292 | $277.89 | $42,843 | | 2023 | $2,857,653 | $5,154,361 | $1,030,107 | $1,694,018 | $227.17 | $(1,199) |

  118. PAY VERSUS PERFORMANCE (PVP)

    | (1) John F. Kasel served as our PEO for the full years of 2023, 2024 and 2025. The Non-PEO Named Executive Officers (the “Non-PEO NEOs”) reflected in columns (d) and (e) include the following individuals: Patrick J. Guinee (2023, 2024 and 2025), Brian H. Kelly (2023, 2024 and 2025), Gregory W. Lippard (2024 and 2025), William M. Thalman (2023, 2024 and 2025), and William F. Treacy, Jr. (2023). |

  119. PAY VERSUS PERFORMANCE (PVP)

    | (2) The following amounts were deducted from / added to Summary Compensation Table (“SCT”) total compensation in accordance with the SEC-mandated adjustments to calculate compensation actually paid (“CAP”) to our PEO and average CAP to our non-PEO NEOs for 2025. |

  120. PAY VERSUS PERFORMANCE (PVP)

    PEO SCT Total to CAP Reconciliation

  121. PAY VERSUS PERFORMANCE (PVP)

    | Fiscal Year | 2025 | | SCT Total | $2,920,512 | | - SCT “Stock Awards” column value | $(1,319,357) | | - SCT “Option Awards” column value | $0 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year | $1,691,467 | | +/- Change in Fair Value of Equity Awards Granted in Prior Fiscal Years That Are Outstanding and Unvested as of the Covered Year-End | $166,036 | | + Fair Value at Vesting of Equity Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | | +/- Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years That Vested During Fiscal Year | $(33,736) | | - Fair Value as of Prior Fiscal Year-End of Equity Awards Granted in Prior Fiscal Years That Failed to Vest During Fiscal Year | $(578,698) | | + Dollar Value of Dividends/Earnings Paid Prior to the Vesting Date on Equity Awards in the Covered Year | $0 | | + Excess Fair Value for Equity Award Modifications | $0 | | Compensation Actually Paid | $2,846,224 |

  122. PAY VERSUS PERFORMANCE (PVP)

    Non-PEO NEO Average SCT Total to Average CAP Reconciliation

  123. PAY VERSUS PERFORMANCE (PVP)

    | Fiscal Year | 2025 | | Average SCT Total | $1,109,760 | | - SCT “Stock Awards” column value | $(329,840) | | - SCT “Option Awards” column value | $0 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year | $327,953 | | +/- Change in Fair Value of Equity Awards Granted in Prior Fiscal Years That Are Outstanding and Unvested as of the Covered Year-End | $32,126 | | + Fair Value at Vesting of Equity Awards Granted in Fiscal Year That Vested During Fiscal Year | $46,300 | | +/- Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years That Vested During Fiscal Year | $(6,689) | | - Fair Value as of Prior Fiscal Year-End of Equity Awards Granted in Prior Fiscal Years That Failed to Vest During Fiscal Year | $(177,216) | | + Dollar Value of Dividends/Earnings Paid Prior to the Vesting Date on Equity Awards in the Covered Year | $0 | | + Excess Fair Value for Equity Award Modifications | $0 | | Compensation Actually Paid | $1,002,394 |

  124. PAY VERSUS PERFORMANCE (PVP)

    | (3) Total shareholder return for the Company was calculated as the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on December 31, 2022 and in accordance with Item 402(v) of Regulation S-K. |

  125. PAY VERSUS PERFORMANCE (PVP)

    Pay Versus Performance Relationship Descriptions CHARTS OF CAP VERSUS PERFORMANCE METRICS The chart below illustrates the relationship between the PEO and Non-PEO NEOs’ CAP amounts and the Company’s TSR during the period 2023-2025. The chart below illustrates the relationship between the PEO and Non-PEO NEO’s CAP amounts and the Company’s Net Income during the period 2023-2025. Supplemental Disclosure The charts below illustrate the relationship between the PEO and other NEOs’ SCT Total Compensation, total shareholder return, and CAP amounts during the period 2023-2025. This relationship reflects the impact of changes in the Company’s stock price performance on the amount of Compensation Actually Paid in each year in relation to the amount reported in the Summary Compensation Table for the PEO and other NEOs.