CEO Nicholas Randall was paid $2,032,701 in fiscal year 2025: executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
The Pay Desk — the free weekly executive pay briefing, one company at a time, every number traceable to a public filing.
You'll confirm on The Pay Desk's sign-up page.
Buy the report for RAIL
The free brief above is the whole reading. Each report is the same data as a presentation-ready document, generated for this company at the moment of purchase.
Order RAIL
Pick the report, add the email the receipt and the PDF go to, and pay by card on Stripe.
How we handle your data → Privacy
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.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Nicholas Randall | $605,000 | — | $453,746 | $449,219 | $503,736 | — | $21,000 | $2,032,701 |
| President and CEO | ||||||||
| Michael Riordan | 420,000 | — | 189,001 | 187,111 | 227,305 | — | 12,424 | 1,035,841 |
| Vice President, Chief Financial Officer and Treasurer | ||||||||
| W. Matthew Tonn | 420,000 | — | 189,001 | 187,111 | 170,938 | — | 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.
| 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 | — | +20,065 |
| W. Matthew Tonn | 992,250 | 1,029,275 | — | −37,025 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Nicholas Randall | RSU | 48,077 | — | $532,212 |
| W. Matthew Tonn | Option | 18,450 | 3.22 | — |
| Michael Riordan | Option | 16,523 | 3.22 | — |
| W. Matthew Tonn | RSU | 19,276 | — | 213,385 |
| Nicholas Randall | RSU | 46,277 | — | 512,286 |
| W. Matthew Tonn | RSU | 39,014 | — | 431,885 |
| Michael Riordan | RSU | 19,276 | — | 213,385 |
| Michael Riordan | Option | 55,086 | 2.73 | — |
| Michael Riordan | Option | 26,426 | 9.81 | — |
| Nicholas Randall | Option | 100,000 | 2.73 | — |
| Nicholas Randall | Option | 44,629 | 3.52 | — |
| W. Matthew Tonn | RSU | 61,814 | — | 684,281 |
| Nicholas Randall | RSU | 103,022 | — | 1,140,454 |
| Nicholas Randall | Option | 95,634 | 2.73 | — |
| W. Matthew Tonn | Option | 57,381 | 2.73 | — |
| Michael Riordan | RSU | 59,341 | — | 656,905 |
| Nicholas Randall | Option | 63,444 | 9.81 | — |
| Michael Riordan | RSU | 34,938 | — | 386,764 |
| W. Matthew Tonn | Option | 26,426 | 9.81 | — |
Our NEO compensation program is designed to attract, motivate and retain the individuals we need to drive business success. We pay a significant portion of total compensation in the form of short-term incentive-based cash compensation and long-term performance-based equity compensation, 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 |
| 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 | 87.83% | 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 | 90.94% | 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.
| 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 | 87.83%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. Voting standard not stated in the filing.
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.
| 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 |
| Jesús Salvador Gil BenavidesNot independent | 55,000 | 74,998 | — | — | — | 129,998 |
| Travis D. KellyIndependent · Audit | 55,000 | 74,998 | — | — | — | 129,998 |
| José De Nigris FelánIndependent · Nominating & Corporate Governance | 55,000 | 74,998 | — | — | — | 129,998 |
| William D. GehlIndependent · Departed during FY | 25,961 | 0 | — | — | — | 25,961 |
| Nicholas J. RandallEmployee director | — | — | — | — | — | 0 |
| 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 |
| 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.
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 | 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.
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.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Nicholas Randall | DEF 14A | 2026-03-19 | 0001213900-26-031465 | Section “Summary Compensation Table” · page 26. As printed: 2,032,701. Filing ↗ |
| 2 | Section 01, Michael Riordan | DEF 14A | 2026-03-19 | 0001213900-26-031465 | Section “Summary Compensation Table” · page 26. As printed: 1,035,841. Filing ↗ |
| 3 | Section 01, W. Matthew Tonn | DEF 14A | 2026-03-19 | 0001213900-26-031465 | Section “Summary Compensation Table” · page 26. As printed: 992,250. Filing ↗ |
| 4 | Section 08, James R. Meyer | DEF 14A | 2026-03-19 | 0001213900-26-031465 | Section “Director Compensation”. As printed: 199,998. Filing ↗machine: span 1341952–1342331 |
| 5 | Section 08, Malcolm F. Moore | DEF 14A | 2026-03-19 | 0001213900-26-031465 | Section “Director Compensation”. As printed: 149,435. Filing ↗machine: span 1338021–1338400 |
| 6 | Section 08, Elizabeth K. Arnold | DEF 14A | 2026-03-19 | 0001213900-26-031465 | Section “Director Compensation”. As printed: 144,998. Filing ↗machine: span 1314271–1314650 |
| 7 | Section 08, Rodger L. Boehm | DEF 14A | 2026-03-19 | 0001213900-26-031465 | Section “Director Compensation”. As printed: 139,998. Filing ↗machine: span 1318194–1318573 |
| 8 | Section 08, Jesús Salvador Gil Benavides | DEF 14A | 2026-03-19 | 0001213900-26-031465 | Section “Director Compensation”. As printed: 129,998. Filing ↗machine: span 1330146–1330525 |
| 9 | Section 08, Travis D. Kelly | DEF 14A | 2026-03-19 | 0001213900-26-031465 | Section “Director Compensation”. As printed: 129,998. Filing ↗machine: span 1334069–1334448 |
| 10 | Section 08, José De Nigris Felán | DEF 14A | 2026-03-19 | 0001213900-26-031465 | Section “Director Compensation”. As printed: 129,998. Filing ↗machine: span 1322155–1322534 |
| 11 | Section 08, William D. Gehl | DEF 14A | 2026-03-19 | 0001213900-26-031465 | Section “Director Compensation”. As printed: 25,961. Filing ↗machine: span 1324056–1324434 |
| 12 | Section 08, Nicholas J. Randall | DEF 14A | 2026-03-19 | 0001213900-26-031465 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 06, 2026 vote | Form 8-K | 2026-04-15 | 0001320854-26-000002 | Item 5.07 · say-on-pay result. As reported: 97.63% (votes for as printed: 12,319,940). Filing ↗ |
| 14 | Section 06, 2025 vote | Form 8-K | 2025-05-19 | 0000950170-25-074538 | Item 5.07 · say-on-pay result. As reported: 96.69% (votes for as printed: 11,780,285). Filing ↗ |
| 15 | Section 06, 2024 vote | Form 8-K | 2024-05-20 | 0000950170-24-062428 | Item 5.07 · say-on-pay result. As reported: 87.83% (votes for as printed: 8,680,763). Filing ↗ |
| 16 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 17 | 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.machine: formula: Σ = 1,050,384 |
| 18 | FreightCar America (subject), Section 10b CEO total | DEF 14A | 2026-03-19 | 0001213900-26-031465 | CEO total compensation as printed in FreightCar America's own proxy. As printed: 2,032,701. Filing ↗ |
Track this company's pay every filing: join the Pro seat waitlist
Velarion Pro: every company page, peer tools and exports, one seat