Companies FreightCar America, Inc.
FreightCar America (RAIL): executive pay, fiscal 2025
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CEO pay, last three years
- $2,112,624FY2023
- $2,298,035FY2024
- $2,032,701FY2025
CEO total pay was $2,032,701 in fiscal 2025, down from $2,298,035 in fiscal 2024.
FY2025: salary $605,000 · bonus $0 · stock awards $453,746 · option awards $449,219
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Nicholas Randall | $605,000 | $0 | $453,746 | $449,219 | $503,736 | $0 | $21,000 | $2,032,701 |
| President and CEO | ||||||||
| Michael Riordan | 420,000 | 0 | 189,001 | 187,111 | 227,305 | 0 | 12,424 | 1,035,841 |
| Vice President, Chief Financial Officer and Treasurer | ||||||||
| W. Matthew Tonn | 420,000 | 0 | 189,001 | 187,111 | 170,938 | 0 | 25,200 | 992,250 |
| Chief Commercial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Nicholas Randall | $2,032,701 | $2,298,035 | — | ↓ −265,334 |
| Michael Riordan | 1,035,841 | 1,015,776 | 759,167 | ↑ +20,065 |
| W. Matthew Tonn | 992,250 | 1,029,275 | 826,690 | ↓ −37,025 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
The Company's compensation program is designed to attract, motivate, and retain individuals needed to drive business success by paying a significant portion of total compensation in short-term incentive-based cash and long-term performance-based equity, closely tied to objectively determinable Company performance measures.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Meridian Compensation Partners, LLC |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
Equity grants and outstanding awards
No plan-based awards are on file for this fiscal year.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Michael Riordan | Option | 16,523 | 3.22 | — |
| W. Matthew Tonn | Option | 18,450 | 3.22 | — |
| W. Matthew Tonn | RSU | 19,276 | — | 213,385 |
| Michael Riordan | RSU | 19,276 | — | 213,385 |
| W. Matthew Tonn | Option | 26,426 | 9.81 | — |
| Michael Riordan | Option | 26,426 | 9.81 | — |
| Michael Riordan | RSU | 34,938 | — | 386,764 |
| W. Matthew Tonn | RSU | 39,014 | — | 431,885 |
| Nicholas Randall | Option | 44,629 | 3.52 | — |
| Nicholas Randall | RSU | 46,277 | — | 512,286 |
| Nicholas Randall | RSU | 48,077 | — | 532,212 |
| Michael Riordan | Option | 55,086 | 2.73 | — |
| W. Matthew Tonn | Option | 57,381 | 2.73 | — |
| Michael Riordan | RSU | 59,341 | — | 656,905 |
| W. Matthew Tonn | RSU | 61,814 | — | 684,281 |
| Nicholas Randall | Option | 63,444 | 9.81 | — |
| Nicholas Randall | Option | 95,634 | 2.73 | — |
| Nicholas Randall | Option | 100,000 | 2.73 | — |
| Nicholas Randall | RSU | 103,022 | — | 1,140,454 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| James R. MeyerNot independent · Board Chair | $125,000 | $74,998 | — | — | — | $199,998 |
| Malcolm F. MooreIndependent · Lead Independent Director · Audit · Compensation · Nominating & Corporate Governance (Chair) | 74,437 | 74,998 | — | — | — | 149,435 |
| Elizabeth K. ArnoldIndependent · Audit (Chair) · Compensation · Nominating & Corporate Governance | 70,000 | 74,998 | — | — | — | 144,998 |
| Rodger L. BoehmIndependent · Audit · Compensation (Chair) | 65,000 | 74,998 | — | — | — | 139,998 |
| José De Nigris FelánIndependent · Nominating & Corporate Governance | 55,000 | 74,998 | — | — | — | 129,998 |
| Jesús Salvador Gil BenavidesNot independent | 55,000 | 74,998 | — | — | — | 129,998 |
| Travis D. KellyIndependent · Audit | 55,000 | 74,998 | — | — | — | 129,998 |
| William D. GehlIndependent · Departed during FY | 25,961 | 0 | — | — | — | 25,961 |
Board fee structure and ownership guideline
| Annual cash retainer | $55,000 |
|---|---|
| Annual equity retainer | $75,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 10,000 / 10,000 |
| Stock ownership guideline | $3 |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $525,398 |
| Equity awards (grant-date value) | $524,986 |
| All other compensation | $0 |
| Total cost of the board | $1,050,384 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names FreightCar America as a peer
Companies that benchmark against RAIL
6 companies name RAIL as a compensation peer
- AMPCO PITTSBURGH CORPAPFY2025
- CORE MOLDING TECHNOLOGIES INCCMTFY2025
- Perma-Pipe International Holdings, Inc.PPIHFY2026
- SHYFT GROUP, INC.SHYFFY2024
- STRATTEC SECURITY CORPSTRTFY2026
- TRINITY INDUSTRIES INCTRNFY2025
Each company listed discloses RAIL in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named RAIL in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | FreightCar America, Inc. | 2025 | Nicholas Randall | $605,000 | $453,746 | $449,219 | $503,736 | $2,032,701 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-04-10 | 12,319,940 | 232,257 | 66,790 | 97.63% | Passed |
| 2025 | 2025-05-14 | 11,780,285 | 367,658 | 35,635 | 96.69% | Passed |
| 2024 | 2024-05-14 | 8,680,763 | 1,202,588 | 60,490 | 87.3% | Passed |
| 2023 | 2023-05-11 | 7,604,598 | 1,375,638 | 100,940 | 83.74% | Passed |
| 2022 | 2022-05-12 | 7,047,224 | 701,679 | 55,534 | 90.3% | Passed |
| 2021 | 2021-05-13 | 6,797,586 | 785,848 | 53,972 | 89.64% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-04-10 | 97.63%a |
| 2025 | 2025-05-14 | 96.69%b |
| 2024 | 2024-05-14 | 87.3%c |
a. Approved under the standard stated in the filing — “Abstentions will have the same effect as a vote against Proposal No.”.
b. Approved under the standard stated in the filing — “Abstentions will have the same effect as a vote against Proposal No.”.
c. Approved under the standard stated in the filing — “Each of the approval of the compensation of our NEOs (on an advisory basis), the ratification of the appointment of our independent registered public accounting firm for fiscal year 2024, and the approval of an increase in the authorized shares under the FreightCar America, Inc. 2022 Long Term Incentive Plan for general use requires the affirmative vote of a majority of the votes of the shares present in person (virtually) or represented by proxy and entitled to vote at the Annual Meeting. || Abstentions: Abstentions will have the effect of a vote against the approval, on an advisory basis, of the compensation of our NEOs, the ratification of the appointment of our independent registered public accounting firm for fiscal year 2024, and the approval of an increase in the shares authorized under the FreightCar America, Inc. 2022 Long Term Incentive Plan for general use, but will not be taken into account in determining the outcome of the election of directors.”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
Insider trades since the proxy
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Rodger L. Boehm | Director | 2026-04-10 | A | 8,959 | $9 | $80,004 | Common | Form 4 ↗ |
| Elizabeth K. Arnold | Director | 2026-04-10 | A | 8,959 | 9 | 80,004 | Common | Form 4 ↗ |
| Malcolm F. Moore | Director | 2026-04-10 | A | 8,959 | 9 | 80,004 | Common | Form 4 ↗ |
| James R. Meyer | Director | 2026-04-10 | A | 8,959 | 9 | 80,004 | Common | Form 4 ↗ |
| Gil Benavides Jesus Salvador | Director | 2026-04-10 | A | 8,959 | 9 | 80,004 | Common | Form 4 ↗ |
| Travis D. Kelly | Director | 2026-04-10 | A | 8,959 | 9 | 80,004 | Common | Form 4 ↗ |
| De Nigris Felan Jose | Director | 2026-04-10 | A | 8,959 | 9 | 80,004 | Common | Form 4 ↗ |
| Bradley J. Pickard | Director | 2026-06-10 | A | 8,175 | 8 | 66,708 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
Sources (25 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Nicholas Randall. DEF 14A, filed 2026-03-19. Section “Summary Compensation Table” · page 26. As printed: 2,032,701. View filing ↗
- Section 01, Michael Riordan. DEF 14A, filed 2026-03-19. Section “Summary Compensation Table” · page 26. As printed: 1,035,841. View filing ↗
- Section 01, W. Matthew Tonn. DEF 14A, filed 2026-03-19. Section “Summary Compensation Table” · page 26. As printed: 992,250. View filing ↗
- Section 08, James R. Meyer. DEF 14A, filed 2026-03-19. Section “Director Compensation”. As printed: 199,998. View filing ↗
- Section 08, Malcolm F. Moore. DEF 14A, filed 2026-03-19. Section “Director Compensation”. As printed: 149,435. View filing ↗
- Section 08, Elizabeth K. Arnold. DEF 14A, filed 2026-03-19. Section “Director Compensation”. As printed: 144,998. View filing ↗
- Section 08, Rodger L. Boehm. DEF 14A, filed 2026-03-19. Section “Director Compensation”. As printed: 139,998. View filing ↗
- Section 08, José De Nigris Felán. DEF 14A, filed 2026-03-19. Section “Director Compensation”. As printed: 129,998. View filing ↗
- Section 08, Jesús Salvador Gil Benavides. DEF 14A, filed 2026-03-19. Section “Director Compensation”. As printed: 129,998. View filing ↗
- Section 08, Travis D. Kelly. DEF 14A, filed 2026-03-19. Section “Director Compensation”. As printed: 129,998. View filing ↗
- Section 08, William D. Gehl. DEF 14A, filed 2026-03-19. Section “Director Compensation”. As printed: 25,961. View filing ↗
- Section 02, Rodger L. Boehm 2026-04-10. Form 4, filed 2026-04-13. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Elizabeth K. Arnold 2026-04-10. Form 4, filed 2026-04-13. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Malcolm F. Moore 2026-04-10. Form 4, filed 2026-05-18. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, James R. Meyer 2026-04-10. Form 4, filed 2026-05-18. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Gil Benavides Jesus Salvador 2026-04-10. Form 4, filed 2026-05-18. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Travis D. Kelly 2026-04-10. Form 4, filed 2026-05-18. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, De Nigris Felan Jose 2026-04-10. Form 4, filed 2026-05-18. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Bradley J. Pickard 2026-06-10. Form 4, filed 2026-06-16. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-04-15. Item 5.07 · say-on-pay result. As reported: 97.63% (votes for as printed: 12,319,940). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-05-19. Item 5.07 · say-on-pay result. As reported: 96.69% (votes for as printed: 11,780,285). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-05-20. Item 5.07 · say-on-pay result. As reported: 87.3% (votes for as printed: 8,680,763). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 09b board cost (computed). Computed. Cash 525,398 + equity 524,986 + all other 0 = 1,050,384, summed across the director compensation table rows.
- FreightCar America, Inc. (subject), Section 10b CEO total. DEF 14A, filed 2026-03-19. CEO total compensation as printed in FreightCar America, Inc.'s own proxy. As printed: 2,032,701. View filing ↗