Independent
Tenure on this board
6.0 yrs
Meeting calendar
FSTR · Annual meeting · Thursday, May 21, 2026
Foster L B Co
6 nominees · 3 ballot items.
Election of six directors; Ratification of Ernst & Young LLP as independent auditors for 2026; Advisory (non-binding) approval of 2025 executive compensation (Say-on-Pay).
Market cap
$439M
1Y TSR
+81.2%
Board grade
A-
Record date
Mar 19, 2026
Filing
DEF 14A
Meeting concluded · May 21, 2026
Follow how the vote landed and what changed on Foster L B Co’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect six directors to the Board for one-year terms: Raymond T. Betler, John F. Kasel, John E. Kunz, David J. Meyer, Diane B. Owen, and Bruce E. Thompson.
- 2
Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2026
ManagementBoard: FORRatify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
- 3
Advisory Approval of the Compensation Paid to the Company’s Named Executive Officers in 2025 (Say-on-Pay
ManagementBoard: FORNon-binding, advisory vote to approve the compensation paid to the Company’s named executive officers in 2025, as disclosed in the Proxy Statement.
More detail
The advisory resolution asks shareholders to approve, on a non-binding basis, the overall 2025 compensation of the Company’s named executive officers as disclosed in the proxy, including the CD&A and compensation tables. Management is seeking approval to demonstrate shareholder support for its pay-for-performance philosophy and to continue using annual advisory votes; the Board recommends "FOR" because the program is designed to align pay with long-term shareholder interests, uses performance-based metrics (Adjusted EBITDA, Adjusted Free Cash Flow, Economic Profit Improvement), employs independent consultant benchmarking, stock ownership guidelines, clawback policy, and double-trigger CIC protections, and historically received strong shareholder support in 2025. The vote is advisory and non-binding, but the Board will consider the results when making future compensation decisions. This vote takes place against a backdrop of detailed incentive plans with adjustments for safety performance and guidance misses; while management points to robust governance of compensation, potential concerns for investors include realized payouts relative to disclosed targets, discretionary adjustments (±15%) and payouts tied to complex internal metrics that may not directly correlate with TSR.
Director elections
Nominees on the ballot6
Not independent
Tenure on this board
5.0 yrs
Independent
Tenure on this board
4.1 yrs
Independent
Tenure on this board
2.5 yrs
Independent
Tenure on this board
4.1 yrs
Independent
Tenure on this board
24.2 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BRANDES INVESTMENT PARTNERS, LP | 13.2% | 1,382,569 | $39M |
| 2 | 22NW, LP | 10.2% | 1,067,186 | $30M |
| 3 | GAMCO INVESTORS, INC. ET AL | 8.6% | 901,439 | $25M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 6.4% | 664,441 | $19M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 384,784 | $11M |
| 6 | BlackRock, Inc. | 3.4% | 352,582 | $10M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 3.0% | 316,382 | $9M |
| 8 | BlackRock, Inc. | 2.3% | 241,167 | $7M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 193,564 | $5M |
| 10 | STATE STREET CORP | 1.5% | 152,551 | $4M |
Peers
Nearest market capOther Industrials sector meetings6
Upcoming shareholder meetings at Foster L B Co’s closest sector peers — compare boards, ballots, and ownership across the cohort.
D Boral Arc Acquisition I CorpBCAR
Special meeting·Jul 29, 2026·$420M
Columbus Mckinnon CorpCMCO
Annual meeting·Aug 14, 2026·$414M
Inflection Point Acquisition Corp IIIIPCX
Special meeting·Jul 29, 2026·$359M
Capstone Energy Plus IncCEPL
Annual meeting·Aug 20, 2026·$329M
Perma Fix Environmental Services IncPESI
Annual meeting·Jul 22, 2026·$324M
Silverbox Corp IVSBXD
Special meeting·Aug 11, 2026·$275M
Reference
Frequently asked questions
- When is the Foster L B Co 2026 annual meeting?
- Foster L B Co (FSTR) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.
- What is the record date for the Foster L B Co 2026 meeting?
- The record date for the Foster L B Co 2026 meeting is Thursday, March 19, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Foster L B Co's 2026 meeting?
- The board is presenting 6 director nominees at the Foster L B Co 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Foster L B Co 2026 meeting?
- Shareholders will vote on 3 proposals at the Foster L B Co 2026 meeting, each tagged with who proposed it and the board's recommendation.
Disclaimer
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.