James Meyer
FreightCar AmericaAbout James R. Meyer
James R. Meyer, 63, has served on FreightCar America’s Board since July 2017; he became Executive Chairman on May 1, 2024 and will serve as Chairman of the Board effective May 14, 2025. He previously was President and CEO (July 2017–May 1, 2024). Meyer holds a bachelor’s in engineering and an MBA from the University of Michigan, and a master’s in engineering from MIT, with 30+ years’ experience in heavy equipment, automotive and consumer goods, including executive roles at Allied Specialty Vehicles, Brunswick Corporation, and Ford Motor Company. His background emphasizes operational leadership and M&A across industrial manufacturing.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FreightCar America (RAIL) | Director | Jul 2017–present | Board member; transitioned Executive Chairman (May 1, 2024) → Chairman (May 14, 2025) |
| FreightCar America (RAIL) | President & CEO | Jul 2017–May 1, 2024 | Led company; retirement triggered equity “Qualifying Retirement” treatment per plan |
| Allied Specialty Vehicles, Inc. | Chief Operating Officer | Not disclosed | Operational leadership in specialty vehicles |
| Brunswick Corporation | Executive roles | Not disclosed | Senior operating leadership (executive roles noted) |
| Ford Motor Company | Executive roles | 16 years | Various executive positions in automotive |
External Roles
| Organization | Role/Interest | Tenure | Notes |
|---|---|---|---|
| Commercial Specialty Truck Holdings, LLC (CSTH) | Minority owner | Current | RAIL sold specialty parts to CSTH (~$885,000 in 2024); related-party receivable ~$345,000 at 12/31/2024 |
Board Governance
- Classification and term: Class III director; term expires at the 2026 annual meeting.
- Independence: Not independent (former CEO; retired May 2024).
- Leadership: Executive Chairman (May 1, 2024); Chairman effective May 14, 2025. Lead Independent Director transitioning from William D. Gehl to Malcolm F. Moore at the Annual Meeting.
- Committee memberships: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees per committee roster.
- Attendance: Board held eight meetings in 2024; each director then serving attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting.
- Governance policies: Audit Committee charters oversee related-party transactions; Code of Business Conduct allows independent advisor access and sets risk oversight delegation.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (director service) | $62,500 | Paid for service as a non-employee director beginning May 14, 2024 (reported within “All Other Compensation”). |
| Stock awards (director service) | $74,999 | Restricted shares granted for 2024 director service; grant-date fair value per ASC 718. |
Director compensation policy (as amended May 1, 2024):
- Annual cash retainer $55,000 and annual equity grant of restricted shares valued at $75,000; vests on earlier of first anniversary or next annual meeting.
- Chairman of the Board additional cash retainer $70,000; Lead Independent Director $15,000; committee chair retainers: Audit $15,000, Compensation $10,000, Nominating & Corporate Governance $10,000.
- Meeting fees were discontinued effective May 14, 2024. No incentive-based non-equity pay; no defined benefit or director deferred compensation.
Performance Compensation
| Award Type | Grant Size | Terms |
|---|---|---|
| 2024 NEO stock options | 241,500 | Granted Jan 2024; options vest in three equal annual installments beginning Jan 4, 2025; subject to service conditions (and Executive Severance Plan retirement treatment previously disclosed). |
| 2024 NEO restricted shares | 171,704 | Granted Jan 2024; time-based vesting generally on third anniversary of grant. |
| Director restricted shares (2024) | 20,408 | Vests on earlier of May 14, 2025 or last trading day before the Annual Meeting. |
Outstanding equity awards at 12/31/2024 (selected entries):
| Instrument | Quantity | Exercise Price | Expiration | Status/Notes |
|---|---|---|---|---|
| Performance-based stock options | 350,000 | $16.44 | 7/31/2027 | Vests in tranches if 90-day avg stock price exceeds July 31, 2017 reference price by $5/$10/$15. |
| Stock options | 33,025 | $16.66 | 1/12/2028 | Listed as outstanding. |
| Stock options | 72,959 | $7.41 | 1/14/2029 | Listed as outstanding. |
| Stock options | 332,005 | $1.66 | 1/24/2030 | Listed as outstanding. |
| Stock options | 750,000 | $2.38 | 1/5/2031 | Listed as outstanding. |
| Stock options | 113,276 | $3.81 | 1/28/2031 | Listed as outstanding. |
| Stock options | 108,139 (exercisable) / 53,263 (unexercisable) | $3.82 | 1/17/2032 | 3-year graded vesting from Jan 17, 2023. |
| Stock options | 64,118 (exercisable) / 124,467 (unexercisable) | $3.22 | 1/6/2033 | 3-year graded vesting from Jan 6, 2024. |
| Stock options | 241,500 (unexercisable) | $2.73 | 1/4/2034 | 3-year graded vesting from Jan 4, 2025. |
| Unvested director restricted shares | 20,408 | — | — | Director grant; market value $182,856 at $8.96 close on 12/31/2024. |
Performance metrics (for company-wide annual incentive program in 2024, applicable to NEOs pre-retirement):
- Adjusted EBITDA (31.7% weight, met 190%), Sales (31.7% weight, met 20%), Operating Cash Flow (31.7% weight, met 200%), Safety (5% weight, met 200%); payouts approved at 139.7% of target.
Clawbacks and hedging/pledging:
- Exchange Act Section 10D-compliant clawback policy adopted in 2023 for erroneously awarded compensation; incentive equity awards also subject to forfeiture if restrictive covenants breached.
- Insider Trading Policy prohibits short sales, option transactions (outside LTIP), margin accounts/pledging, and hedging without preclearance; insiders must preclear trades.
Other Directorships & Interlocks
| Entity | Relationship | Potential Conflict Vector |
|---|---|---|
| CSTH | Minority owner (Meyer) | Company sold ~$885,000 of specialty parts to CSTH in 2024; related-party receivable ~$345,000 at year-end. |
No other public company directorships for Meyer are disclosed in the 2025 proxy.
Expertise & Qualifications
| Category | Detail |
|---|---|
| Education | BS Engineering; MBA (University of Michigan); MS Engineering (MIT). |
| Industry experience | Heavy equipment, automotive, consumer goods; extensive M&A; executive roles at Allied Specialty Vehicles, Brunswick, Ford. |
| Board skills | Operational leadership, manufacturing turnaround and growth; long-tenured CEO experience within RAIL. |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| James R. Meyer | 2,526,733 | 12.2% | Beneficial ownership as of record date; >5% holder. |
| Unvested director restricted shares | 20,408 | — | Vests at or before Annual Meeting 2025; market value $182,856 at $8.96 on 12/31/2024. |
| Related policy | — | — | Directors must hold ≥3x annual cash retainer; as of 12/31/2024, all non-executive directors either met or were in transition toward guidelines. |
| Pledging/Hedging | — | — | Prohibited under Insider Trading Policy (margin accounts/pledging not allowed; hedging restricted). |
Governance Assessment
- Independence and role: Meyer is not independent due to his recent CEO tenure; he now serves as Chairman (from May 14, 2025). Avoidance of committee service helps preserve committee independence, but concentrated influence as Chair requires robust Lead Independent Director counterbalance (Moore).
- Attendance and engagement: Board met 8 times in 2024; all directors attended the annual meeting and met ≥75% attendance thresholds, indicating baseline engagement.
- Compensation alignment: As a non-employee director in 2024, compensation was predominantly fixed retainer and time-based equity; director policy increased cash retainer and equity grant in 2024 and removed meeting fees, simplifying pay-for-service. Chairman role carries an added $70,000 retainer, which should be weighed against performance outcomes.
- RED FLAG — Related-party exposure: CSTH transactions (~$885,000) while Meyer is a minority owner present potential conflict; Audit Committee is responsible for review/approval of related-person transactions, but investors should monitor ongoing volumes and terms for arm’s-length rigor.
- Ownership alignment: Meyer’s 12.2% beneficial stake plus prohibition on pledging/hedging suggests strong economic alignment; director ownership guidelines reinforce sustained skin-in-the-game.
- Post-retirement restrictions: One-year confidentiality, non-solicitation, non-competition, and non-disparagement apply following retirement, supporting orderly transition and reducing competitive risk.
- Committee independence: Audit/Compensation/Nominating committees are fully independent per Nasdaq/SEC rules; Meyer’s non-participation on these committees mitigates direct conflicts in oversight domains.
Investor implications: Meyer’s significant share ownership and industrial operations pedigree support alignment and board leadership capacity, but his recent CEO-to-Chair transition and CSTH related-party transactions warrant continued scrutiny. Effective use of the Lead Independent Director and transparent Audit Committee oversight of related-party dealings are critical to maintaining investor confidence.