FOSTER L B CO : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

L.B. Foster Company (the “Company”) announced that, on December 21, 2021, its
Board of Directors (the “Board”) appointed Mr. Sean M. Reilly as Controller and
principal accounting officer of the Company, with his term commencing effective
January 10, 2022 (the “Start Date”). Mr. Reilly will serve in such positions
until a successor has been selected and qualified or until his earlier
separation or removal.

Mr. Reilly, age 49, most recently served as Vice President of Finance – Metal
Cutting Division, at Kennametal, Inc., a publicly-traded corporation providing
metal cutting and wear-protection solutions to various industries, since April
2019
. There he was the lead finance executive of a multinational business with
over $1 billion in sales and multiple manufacturing locations. Prior to that
role, Mr. Reilly served in roles of increasing responsibility at Kennametal,
Inc., including as Director of Finance – Infrastructure division, from July 2016
to April 2019; Director of Finance – Integrated Supply Chain and Logistic from
July 2015 to July 2016; Director of Finance – Asia from January 2013 to July
2015
in Singapore; Earthworks Controller from December 2007 to December 2012;
and Manager of External Financial Reporting from 2002 to 2004. He was also
employed by Tollgrade Communications, Inc., which was a publicly traded
telecommunications company providing broadband, electricity, and smart grid
solutions, as controller from 2004 to 2007, and by PricewaterhouseCoopers, LLP
from 1995 to 2002 as a manager of audit engagements. Mr. Reilly is a Certified
Public Accountant in the Commonwealth of Pennsylvania and holds a Bachelor of
Science in Business Administration with and emphasis in Accounting from West
Virginia University
and an Executive Master’s Degree in Business Administration
from the University of Pittsburgh.

In connection with his employment with the Company, Mr. Reilly will be paid an
annual base salary of $250,000 and will be eligible to receive a 2022 cash bonus
(at target) equal to 35% of his base salary, if earned. Mr. Reilly will also be
eligible to participate in the Company’s Long Term Incentive Plan for 2022,
which award is equal to $100,000 and is comprised 34% payable in restricted
stock vesting in 33 1/3% increments over three years (subject to his continued
employment with the Company), and 66% in performance share units which, if
earned, based upon the achievement of the applicable performance goals, would be
paid at the end of the three-year performance period. Effective as of the Start
Date, Mr. Reilly will be granted 10,000 shares of Company restricted stock,
which award shall vest in one-third increments on each of the first three
anniversary dates of the grant subject to his continued employment with the
Company. As an officer of the Company, he will be entitled to the benefit of the
Company’s directors’ and officers’ insurance, Company-paid long-term disability
and life insurance premiums, financial counseling, a Company car allowance,
participation in the Supplemental Executive Retirement Plan, and separation
payments under the Company Key Employee Separation Plan in the event of both a
change in control and qualifying termination of employment. He will also be
eligible to participate in other medical and benefit programs generally offered
to employees of the Company. Mr. Reilly has signed a Confidentiality,
Intellectual Property, and Non-Compete Agreement which provides for restrictions
on competition for one year post-separation, and non-solicitation of customers
and employees for two years after termination of employment.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

See Exhibit Index below.


Exhibit Index
      Exhibit Number        Description
           *104             Cover Page Interactive Data File (formatted as inline XBRL and
                            contained in Exhibit 101)



*Exhibits marked with an asterisk are filed herewith.

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