Elizabeth Arnold
FreightCar AmericaAbout Elizabeth K. Arnold
Elizabeth K. Arnold, 60, has served on FreightCar America’s board since August 2019 and is the Audit Committee Chair as well as a member of the Compensation and Nominating & Corporate Governance Committees . The board has determined she is independent under Nasdaq and SEC rules and an “audit committee financial expert,” signaling deep financial oversight credentials . She previously held senior finance leadership roles including CFO of Houghton International, Physiotherapy Associates, and Tyco Flow Control, and VP of Corporate FP&A at Tyco; she began her career at GE, and holds a BA in Economics from the University of Alabama . She also serves on the board of Innospec Inc. (Nasdaq: IOSP), sitting on its audit and nominating, governance, sustainability and compliance committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Houghton International | Senior Vice President, Chief Financial Officer & Treasurer | Oct 2014 – Aug 2019 | Led global specialty chemicals finance and treasury functions |
| Physiotherapy Associates | Chief Financial Officer | Oct 2012 – Apr 2014 | Corporate finance leadership |
| Tyco Flow Control | Chief Financial Officer | Apr 2010 – Sep 2012 | Segment CFO for industrial flow control |
| Tyco | VP, Corporate Financial Planning & Analysis | 2003 – 2010 | Enterprise FP&A leadership |
| General Electric | Various roles (incl. executive leadership) | Earlier career | Broad industrial finance/operations experience |
External Roles
| Organization | Role | Committees | Status |
|---|---|---|---|
| Innospec Inc. (Nasdaq: IOSP) | Director | Audit; Nominating, Governance, Sustainability & Compliance | Current |
Board Governance
- Class/term: Class III; term expires at the 2026 annual meeting .
- Independence: Independent director under Nasdaq/SEC rules .
- Committee assignments: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member) .
- Financial expertise: Designated “audit committee financial expert” .
- Meetings and engagement: Board met 8 times in 2024; Audit met 5; Compensation met 5; Nominating & Corporate Governance met 3 .
- Attendance: Each director then serving attended at least 75% of Board and applicable committee meetings in 2024; all directors then serving attended the 2024 annual meeting .
- Board leadership context: Separate Chair and CEO; Lead Independent Director role assigned to Malcolm Moore effective May 14, 2025 (not Arnold) .
Fixed Compensation (Non-Employee Director; 2024)
| Component | Amount/Detail |
|---|---|
| Cash retainer | $51,291 (pro-rated under policy changes during 2024) |
| Committee chair retainer | $15,000 (Audit Chair) |
| Meeting/attendance fees | $5,000 (legacy fees before they were eliminated effective May 14, 2024) |
| Total cash | $71,291 |
| Equity grant (restricted shares) | $74,999 grant-date fair value; 20,408 shares; unvested 20,408 at 12/31/2024 |
| Vesting | Director equity vests on the earlier of first anniversary of grant or next annual meeting |
| Policy framework | Non-employee directors receive $55,000 annual cash retainer (increased from $45,000 effective May 1, 2024) and $75,000 annual equity grant (increased from $65,000), plus committee chair retainers (Audit $15k; Comp $10k; N&G $10k); meeting fees eliminated effective May 14, 2024 |
Performance Compensation
| Instrument | Shares/Value | Vesting | Performance Conditions |
|---|---|---|---|
| Restricted Stock (2024 grant) | 20,408 shares; $74,999 grant-date fair value | Earlier of first anniversary or next annual meeting | None disclosed; time-based vesting (no performance metrics for directors) |
The company does not provide incentive-based non-equity compensation to directors, nor defined benefit/deferred compensation plans for directors .
Other Directorships & Interlocks
- Innospec Inc. (NASDAQ: IOSP): Director; Audit and NGS&C committees .
- No related-party transactions disclosed involving Ms. Arnold or entities where she serves as a director in the company’s “Certain Relationships and Related Transactions” section (2024) .
Expertise & Qualifications
- Audit committee financial expert; deep public-company audit oversight experience .
- Multi-time CFO across industrials, specialty chemicals, and healthcare services (Tyco/Tyco Flow Control, Houghton, Physiotherapy Associates) .
- Corporate finance and public accounting experience, with significant operational knowledge .
- Education: BA, Economics, University of Alabama .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| Elizabeth K. Arnold | 115,999 | <1% | As of record date March 20, 2025; counts as beneficial ownership under SEC rules . |
- Director stock ownership guidelines: Minimum holdings equal to 3x annual cash retainer; holdings include shares owned, options/RSUs (including unvested) .
- Compliance status: As of Dec 31, 2024, each non-executive director either exceeded the minimum or was within the transition period to comply (individual statuses not separately disclosed) .
- Hedging/pledging: Insider Trading Policy prohibits short sales, options (other than company grants), holding in margin accounts, and pledging without prior written consent; directors must pre-clear trades .
- Pledging/hedging by Arnold: No pledging/hedging by Ms. Arnold disclosed in 2024 filings; no related-party loans or transactions reported for her .
Governance Assessment
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Strengths for investor confidence
- Independent Audit Committee Chair with “financial expert” designation; Audit oversees financial reporting, external auditor, internal controls, and related-party transaction approvals—appropriate given RAIL’s material related-party activities with the Gil family entities .
- Broad CFO background across complex industrial and specialty chemicals businesses; enhances board financial literacy and oversight rigor .
- Ownership alignment via annual director equity (time-based restricted shares) and 3x retainer ownership guideline; company prohibits hedging/pledging and requires trade preclearance .
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Watch items
- Board/committee workload: In 2024 the Board met 8 times; Audit and Compensation each met 5 times; Nominating met 3 times—Arnold chairs Audit and sits on two additional committees, implying meaningful time commitments that should be monitored for sustained attendance and engagement (company disclosed 75%+ attendance for all directors) .
- Related-party environment: While no conflicts are disclosed for Arnold, the company’s significant related-party transactions (e.g., with the Gil family) heighten the importance of robust Audit Committee review under her chairmanship .
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RED FLAGS
- None identified specific to Ms. Arnold in 2024 disclosures: no related-party transactions, no pledging/hedging, independence affirmed, and attendance above minimum thresholds reported for all directors .