FreightCar America Inc.
09/16/2025 | Press release | Distributed by Public on 09/16/2025 14:01
Management Change/Compensation (Form 8-K)
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 following termination and the second payment on the date that is 18 months following the termination date; and |
| ● | continued participation in the Company's group health plan for 18 months following termination. |
These benefits are provided in lieu of any severance benefits otherwise payable to the executives under the Company's Executive Severance Plan.
The foregoing summary is qualified in its entirety by reference to the full text of the amendments, which are filed as exhibits to this Current Report on Form 8-K.
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