FreightCar America Announces Board and Executive Changes
Ticker: RAIL · Form: 8-K · Filed: Sep 16, 2025 · CIK: 1320854
Sentiment: neutral
Topics: governance, executive-compensation, board-changes
TL;DR
Board shakeup and exec pay changes at FreightCar America.
AI Summary
FreightCar America, Inc. announced on September 11, 2025, changes related to its board of directors and executive compensation. The filing details the departure of certain officers and directors, the election of new directors, and updates to compensatory arrangements for its key executives.
Why It Matters
Changes in a company's board and executive compensation can signal shifts in strategy, governance, or financial outlook, impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Changes in board composition and executive compensation can indicate internal shifts that may affect company strategy and performance.
Key Players & Entities
- FreightCar America, Inc. (company) — Registrant
- September 11, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- Chicago, Illinois (location) — Business and mail address
FAQ
What specific roles have been affected by the departure of certain officers or directors?
The filing indicates the departure of certain officers and directors, but does not specify the exact roles affected in this summary.
Who are the newly elected directors?
The filing mentions the election of directors but does not name the individuals in this summary.
What are the details of the compensatory arrangements for certain officers?
The filing notes updates to compensatory arrangements for certain officers, but the specific details are not provided in this summary.
What is the exact date of the earliest event reported in this 8-K filing?
The date of the earliest event reported is September 11, 2025.
What is the primary business of FreightCar America, Inc. according to the filing?
FreightCar America, Inc. is in the RAILROAD EQUIPMENT industry, SIC code 3743.
Filing Stats: 804 words · 3 min read · ~3 pages · Grade level 12.4 · Accepted 2025-09-16 16:01:27
Key Financial Figures
- $0.01 — ch registered Common Stock, par value $0.01 per share RAIL Nasdaq Global Market
Filing Documents
- ea0257444-8k_freight.htm (8-K) — 31KB
- ea025744401ex10-1_freight.htm (EX-10.1) — 12KB
- ea025744401ex10-2_freight.htm (EX-10.2) — 12KB
- 0001213900-25-088168.txt ( ) — 225KB
- rail-20250911.xsd (EX-101.SCH) — 3KB
- rail-20250911_lab.xml (EX-101.LAB) — 33KB
- rail-20250911_pre.xml (EX-101.PRE) — 22KB
- ea0257444-8k_freight_htm.xml (XML) — 4KB
02 Departure of Directors or Certain Officers; Election of
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 11, 2025, the board of directors (the "Board") of FreightCar America, Inc. (the "Company"), upon recommendation of the compensation committee of the Board, approved amendments to the employment arrangements of Nicholas J. Randall, the Company's President and Chief Executive Officer, and Michael A. Riordan, the Company's Chief Financial Officer and Treasurer, effective September 3, 2025 to modify the severance benefits payable to each executive in connection with a qualifying termination of employment following a Change in Control (as defined in the Company's Executive Severance Plan). Specifically, the amendments provide that, in the event the executive's employment is terminated by the Company without Cause or the executive resigns for Good Reason (as such terms are defined in the Company's Executive Severance Plan), in either case within 24 months following the consummation of a Change in Control, the executive will be entitled to the following benefits: Mr. Randall continued base salary for 24 months following the date of termination; two equal bonus payments, each equal to the average of the annual bonuses paid to him for the two full years prior to termination (with any partial-year bonus annualized), with the first payment on March 15 of the first calendar year following termination and the second payment on March 15 of the second calendar year following termination; and continued participation in the Company's group health plan for 24 months following termination. Mr. Riordan continued base salary for 18 months following the date of termination; two equal bonus payments, each equal to the average of the annual bonuses paid to him for the two full years prior to termination (with any partial-year bonus annualized), with the first payment on March 15 of the calendar year followi
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits (a)Exhibits Exhibit No. 10.1 Amendment No. 1 to Employment Letter Agreement, by and between FreightCar America, Inc. and Nicholas J. Randall. 10.2 Amendment No. 1 to Offer Letter Agreement, by and between FreightCar America, Inc. and Michael A. Riordan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FREIGHTCAR AMERICA, INC. Date: September 16, 2025 By: /s/ Michael Riordan Name: Michael Riordan Title: Vice President, Chief Financial Officer and Treasurer 3