Malcolm Moore

About Malcolm F. Moore

Independent director since March 2015; age 74. Chairs the Nominating & Corporate Governance Committee, serves on the Audit and Compensation Committees, and will become Lead Independent Director effective May 14, 2025. Background spans 25+ years leading heavy manufacturing businesses (Twin Disc COO, Digi-Star CEO/Chair, Gehl Company CEO) with prior senior roles at Pangborn and LINAC; designated an Audit Committee Financial Expert. Tenure on RAIL’s board: ~10 years as of 2025, with independence affirmed under Nasdaq and SEC rules .

Past Roles

External Roles

Board Governance

• Board classification: Class I director; current term expires at 2027 annual meeting .
• Independence: Board determined Moore is independent; also designated Audit Committee Financial Expert; Audit Committee members (incl. Moore) meet Nasdaq/SEC independence .
• Board leadership: Separate Chair and CEO; Moore will serve as Lead Independent Director effective May 14, 2025 .
• Committees (2024): Chair, Nominating & Corporate Governance; Member, Audit; Member, Compensation .
• Meetings and attendance (2024): Board met 8 times; each director attended ≥75% of Board and committee meetings on which they served. Committee meetings: Audit (5), Compensation (5), Nominating & Governance (3) .

Fixed Compensation (Director)

Performance Compensation (Director)

• No performance metrics are applied to director equity; awards are time-based (not performance-based) .

Other Directorships & Interlocks

Expertise & Qualifications

• Manufacturing operator with CEO/COO experience across industrial products; brings oversight of complex heavy manufacturing organizations .
• Audit Committee Financial Expert designation supports financial oversight and risk management effectiveness .

Equity Ownership

Stock ownership guidelines for directors: must hold ≥3x annual cash retainer; as of Dec 31, 2024, all non-executive directors either exceeded the requirement or were in transition to comply . Insider Trading Policy prohibits hedging, short sales, and pledging/margining Company stock without prior written consent, reinforcing alignment and risk controls .

Insider Trades (Form 4)

Note: “Award” entries reflect director annual equity grants; sale of 10,000 shares in Aug-2024 modestly reduced holdings, with subsequent May-2025 grant restoring levels.

Governance Assessment

• Strengths
  • Independence and leadership: Moore is independent and set to assume the Lead Independent Director role, enhancing independent oversight of management and board processes .
  • Committees/financial acumen: Chairs Nominating & Governance; serves on Audit and Compensation; designated Audit Committee Financial Expert, supporting robust risk and financial oversight .
  • Engagement: Board met 8x; committees active; directors maintained ≥75% attendance, indicating adequate engagement .
  • Alignment: Director compensation structure blends cash retainers with time-based equity; stock ownership guidelines in place; strong anti-hedging/pledging policy .
• Watch items / context
  • Significant related-party activity exists at the company level (Gil Family), but Audit Committee (on which Moore serves) is responsible for approving related-person transactions—continued vigilance is warranted .
  • Equity awards to directors are time-based (no performance conditions), a common but lower sensitivity approach; however, ownership guidelines and LID responsibilities partially offset alignment concerns .

Appendix: Committee Assignments and Meeting Activity