FreightCar America, Inc. appointed Nicholas J. Randall as new CEO

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


Resignation of Chief Executive Officer 


On March 14, 2024, James R. Meyer, President and Chief Executive Officer of the Company, submitted his resignation from such roles to the Company, effective May 1, 2024. Mr. Meyer will continue to serve on the Company's Board of Directors (the "Board") for a term continuing until the Company's 2026 Annual Meeting of Stockholders. Effective May 1, 2024, Mr. Meyer will become Executive Chairman of the Board in lieu of William Gehl, who has served as Chairman of the Board since 2013. Mr. Gehl was also appointed as the Board's Lead Independent Director, effective May 1, 2024, and will continue to serve on the Board for a term continuing until the Company's 2025 Annual Meeting of Stockholders


Appointment of new Chief Executive Officer 


On March 14, 2024, the Company appointed Nicholas J. Randall as President and Chief Executive Officer of the Company, effective May 1, 2024. Mr. Randall, age 50, has served as Chief Operating Officer of the Company since June 2023. Mr. Randall previously led a division of Precision Castparts Corporation, a manufacturer in the aerospace industry, where he worked in various capacities from 2017 to 2023. From 2007 to 2017, Mr. Randall served in various capacities at Alcoa Corporation ("Alcoa") and Arconic Corporation, a company formed from the split of Alcoa in 2016. Prior to that, Mr. Randall worked in various engineering roles at Jaguar & Land Rover Vehicles.


Additionally, effective May 1, 2024, the Board approved an increase in the size of the Board from eight (8) directors to nine (9) directors and Mr. Randall will be appointed by the Board to serve as a director for a term continuing until the Company's 2024 Annual Meeting of Stockholders. Mr. Randall will not receive any compensation for his service on the Board.


There are no family relationships between Mr. Randall and any director or officer of the Company, nor are there transactions in which Mr. Randall has an interest requiring disclosure under Item 404(a) of Regulation S-K.


Mr. Randall will continue to participate in the compensation program provided to all executive officers of the Company. 


Pursuant to the employment letter between the Company and Mr. Randall dated May 12, 2023, in connection with his appointment to Chief Executive Officer, Mr. Randall will receive an annual base salary of $550,000, subject to annual review by the Company. Mr. Randall will be entitled to participate in the Company's annual cash incentive program applicable to senior executives and eligible to earn a bonus ("Bonus") for each fiscal year of the Company ending during his employment. His target Bonus is 100% of his base salary, with a maximum equal to 200% of his base salary. 


A copy of the press release issued on March 18, 2024 announcing Mr. Meyer's appointment to Executive Chairman and Mr. Randall's appointment to Chief Executive Officer is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.