Michael Riordan
FreightCar AmericaAbout Michael Riordan
Michael A. Riordan, 40, has served as Vice President, Chief Financial Officer and Treasurer of FreightCar America (RAIL) since March 2022; he joined the Company in November 2020 as Chief Accounting Officer and Controller. He is a Certified Public Accountant with a B.S. in Accounting and Finance from Miami University, and prior roles at InnerWorkings (Controller), Zekelman Industries (finance leadership), and PricewaterhouseCoopers . Company performance context: the Pay vs. Performance disclosure shows Company TSR value of a $100 investment rose to $243 in 2024 (from $73 in 2023), while net income was a loss of $75.8M in 2024 . FY2025 outlook calls for revenue of $500–$530M (down 7.9% YoY at midpoint) and Adjusted EBITDA of $43–$49M (up 7.0% YoY at midpoint), with Riordan emphasizing profitability, cash flow, and operating discipline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FreightCar America | VP, CFO & Treasurer | Mar 2022–present | Principal Financial Officer; certifications and 302/906 certifications on 10‑Q evidence oversight of controls and reporting . |
| FreightCar America | Chief Accounting Officer & Controller | Nov 2020–Mar 2022 | Led accounting and controllership pre‑CFO . |
| InnerWorkings | Controller | 2017–2020 | Led corporate controllership; public company experience . |
| Zekelman Industries | Financial management roles | 2013–2017 | Progressive finance leadership in industrials . |
| PricewaterhouseCoopers | Various positions | Early career | Assurance/finance foundation . |
External Roles
- None disclosed in the proxy or recent filings for public company directorships or committee roles .
Fixed Compensation
Base Salary and Bonus Structure
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $360,000 | $400,000 |
| Target Annual Bonus (% of Salary) | 50% (threshold 20%, max 100%) | 50% (threshold 20%, max 100%) |
| Actual Annual Bonus ($) | $165,000 | $275,596 |
Notes:
- 2024 base salary reflects an 11% increase vs. 2023 as part of market adjustments .
Performance Compensation
Annual Incentive Plan – 2024 Design and Payout
| Metric | Weighting | Achievement vs. Target | Plan Payout Impact |
|---|---|---|---|
| Adjusted EBITDA | 31.7% | 190% of target | Positive |
| Sales Goals | 31.7% | 20% of target | Negative |
| Operating Cash Flow | 31.7% | 200% of target | Positive |
| Safety | 5.0% | 200% of target | Positive |
| Total Plan Payout | — | — | 139.7% of target |
Long‑Term Incentive Awards (time‑based options and restricted shares)
| Award Type | 2023 Grants (units) | 2024 Grants (units) | Vesting Mechanics |
|---|---|---|---|
| Stock Options | 50,067 | 83,463 | Options generally vest in 3 equal annual installments starting 1‑year from grant . |
| Restricted Shares | 34,938 | 59,341 | RS generally vest on the 3rd anniversary of grant . |
Grant and vesting specifics (selected):
- RS 59,341 vest 1/4/2027; RS 34,938 vest 1/6/2026; RS 14,110 vested 1/17/2025; RS 40,000 (sign‑on) vested 3/21/2025 .
- Options include multiple tranches with expirations 2030–2034 and 3‑year ratable vesting; e.g., 83,463 options (1/4/2034 grant) vest in three equal installments beginning 1/4/2025 .
Equity Award Values (Summary Compensation Table)
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Stock Awards (RS) | $112,500 | $162,001 |
| Option Awards | $111,943 | $161,979 |
| Total (all comp components see SCT) | $759,167 | $1,015,776 |
Equity Ownership & Alignment
Beneficial Ownership (as of Record Date March 20, 2025)
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Michael A. Riordan | 440,549 (includes 148,187 currently exercisable options; 75,000 exercisable SARs; and 33,000 options vesting within 60 days of Record Date) | <1% |
Outstanding Equity Awards – Selected Details (12/31/2024)
| Instrument | Exercisable | Unexercisable | Exercise Price | Expiration / Vesting |
|---|---|---|---|---|
| Stock Options | 25,000 | — | $2.58 | 11/30/2030 |
| Stock Options | 50,000 | — | $2.38 | 1/5/2031 |
| Stock Options | 10,467 | — | $3.81 | 1/28/2031 |
| Stock Options | 5,895 | 2,904 | $3.82 | 1/17/2032; 3‑yr ratable from 1/17/2023 |
| Stock Options | 67,000 | 33,000 | $4.30 | 3/21/2032; 3‑yr ratable from 3/21/2023 |
| Stock Options | 17,022 | 33,045 | $3.22 | 1/6/2033; 3‑yr ratable from 1/6/2024 |
| Stock Options | — | 83,463 | $2.73 | 1/4/2034; 3‑yr ratable from 1/4/2025 |
| Restricted Shares | — | 59,341 | n/a | Vest 1/4/2027 |
| Restricted Shares | — | 34,938 | n/a | Vest 1/6/2026 |
| Restricted Shares | — | 40,000 | n/a | Vested 3/21/2025 |
| Restricted Shares | — | 14,110 | n/a | Vested 1/17/2025 |
Ownership alignment and restrictions:
- Stock ownership guidelines: NEOs must hold at least the aggregate number of shares/options/shares granted over the trailing three years; as of 12/31/2024, NEOs met or were in transition to meet the guidelines .
- Insider Trading Policy prohibits hedging, pledging, and holding Company stock in margin accounts without prior consent; preclearance is required for trades by Insiders .
Vesting calendar and potential selling pressure indicators:
- Near/intermediate‑term events include option tranches vesting annually on 1/4/2025–2027 (from 1/4/2034 grant) and RS vesting on 1/6/2026 and 1/4/2027, which can create periodic liquidity/tax withholding needs around those dates .
- We attempted to pull Form 4 trading activity for “Michael A. Riordan” (2024–2025) but were unable to access the insider-trades dataset due to an authorization error; analysis above relies on proxy and 8‑K disclosures. (Tried: 2024‑01‑01 to 2025‑11‑19, filtered by person.)
Employment Terms
| Term | Details |
|---|---|
| Employment Letter | Offer letter dated March 18, 2022 (effective March 21, 2022) . |
| Base Salary at Hire | $300,000 . |
| Annual Bonus Opportunity | Threshold 20%, Target 50%, Max 100% of base salary . |
| Sign‑On Equity | 40,000 restricted shares + 100,000 stock options under LTIP . |
| Restrictive Covenants | Confidentiality/IP assignment; 1‑yr non‑competition and non‑solicitation of customers; 2‑yr non‑solicitation of employees . |
| Executive Severance Plan (baseline) | If terminated without Cause or resigns for Good Reason: 12 months base salary continuation; a bonus payment equal to average of last two full years (paid following year on March 15); 12 months subsidized health coverage; up to 12 months transition services provision may be required . |
| Change‑in‑Control (baseline plan) | Following a CIC, if not retained on substantially comparable terms, qualifies as Good Reason; no special severance multiplier in the plan itself . |
| CIC Amendment (effective 9/3/2025) | If terminated without Cause or resigns for Good Reason within 24 months post‑CIC: 18 months salary continuation; two equal bonus payments (each equal to average of last two years; paid Mar 15 following year and at 18 months post‑termination); 18 months group health coverage; replaces baseline plan benefits . |
| Clawback | Clawback policy adopted in 2023 under Exchange Act Section 10D and Nasdaq rules; incentive equity awards also subject to forfeiture for restrictive covenant breaches . |
| Tax Gross‑Ups | Company does not provide 280G tax gross‑ups . |
Performance & Track Record
| Indicator | Evidence |
|---|---|
| Company TSR (Pay vs. Performance table) | Value of $100 investment: $86 (2022), $73 (2023), $243 (2024) . |
| FY2025 Outlook | Deliveries 4,500–4,900; Revenue $500–$530M (−7.9% YoY midpoint); Adjusted EBITDA $43–$49M (+7.0% YoY midpoint) . |
| Execution Commentary | CFO: strong deliveries, margin performance, operating cash flow; profitability and positive cash performance on track despite mix shift; record Q3 Adjusted EBITDA at new facility per CEO . |
Compensation Structure Analysis
- Cash vs. Equity Mix: For 2024, Riordan’s salary rose to $400k (from $360k in 2023) while equity grant date values also increased (RS: $162,001 vs. $112,500; Options: $161,979 vs. $111,943), showing increased at‑risk/equity emphasis alongside market salary adjustments .
- Metric Rigor and Outcomes: 2024 annual plan weighted heavily to financial outcomes (Adj. EBITDA, Sales, Operating Cash Flow); strong OCF and EBITDA achievement offset weaker sales, yielding 139.7% payout—aligned with profitability/cash execution priorities .
- Repricing/Modifications: No option repricing disclosed; equity plans expressly prohibit repricing/exchanges; a CIC amendment adjusted severance economics (double‑trigger) but did not alter equity award terms .
Director/Officer Ownership Policies and Governance Signals
- Anti‑Hedging/Pledging: Insiders prohibited from short sales, hedging, margin/pledging without consent; preclearance required .
- Stock Ownership Guidelines: NEO guideline equals total awards granted over prior 3 years; as of 12/31/2024 NEOs met or were within transition periods .
- No 280G Gross‑Ups: Shareholder‑friendly practice affirmed .
Tables: Multi‑Year Compensation (Riordan)
| Component | 2023 | 2024 |
|---|---|---|
| Salary ($) | $360,000 | $400,000 |
| Stock Awards ($) | $112,500 | $162,001 |
| Option Awards ($) | $111,943 | $161,979 |
| Non‑Equity Incentive ($) | $165,000 | $275,596 |
| All Other Comp ($) | $9,724 | $16,200 |
| Total ($) | $759,167 | $1,015,776 |
Investment Implications
- Alignment: Riordan’s pay is strongly tied to profitability and cash flow (139.7% payout driven by EBITDA and OCF), with a growing equity component via options and time‑based RS; anti‑hedging/pledging and stock‑ownership rules reinforce alignment .
- Retention/CIC Economics: The September 2025 amendment increases CIC protection (18 months salary + two bonus installments + 18 months health), reducing retention risk around strategic transactions but modestly increasing potential CIC costs (double‑trigger) .
- Selling Pressure Watch: Known vesting dates (e.g., RS in 2026/2027; option tranches 2025–2027) can create periodic liquidity/tax events; monitor for any 10b5‑1 plans or Form 4 activity around these dates (we attempted to fetch 2024–2025 Form 4s but lacked authorization) .
- Execution Signal: CFO commentary and guidance tilt show focus on margin/cash despite revenue mix headwinds; Adjusted EBITDA growth outlook (+7% mid) supports performance‑based awards’ realizability if execution persists .