Rodger Boehm
FreightCar AmericaAbout Rodger L. Boehm
Rodger L. Boehm (age 65) is an independent director at FreightCar America (RAIL), serving since May 2022; he chairs the Compensation Committee and is a member of the Audit Committee . He is a retired senior partner of McKinsey & Company (31 years; 1986–2017) and previously a quality control engineer at Jones & Laughlin Steel (1982–1984), with a BS in Materials Engineering from Purdue (1982) and an MBA from Harvard (1986) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner | 1986–2017 | Led growth and performance programs for industrial clients; strategic leadership experience |
| Jones & Laughlin Steel | Quality Control Engineer | 1982–1984 | Early career operations/quality grounding |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ruggable | Director | Not disclosed in proxy | Not disclosed |
| Hyliion | Director | Not disclosed in proxy | Not disclosed |
| Meritor | Former Director | Not disclosed in proxy | Not disclosed |
| Home Chef | Former Director | Not disclosed in proxy | Not disclosed |
Board Governance
- Committees: Compensation (Chair), Audit (Member) .
- Independence: Board determined Boehm is independent under Nasdaq and SEC rules; also deemed an Audit Committee financial expert .
- Attendance: The Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings .
- Committee activity: Audit Committee met 5 times; Compensation Committee met 5 times in 2024 .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 5 |
| Audit | Member; financial expert | 5 |
Fixed Compensation
- Director Compensation Policy (effective May 1, 2024): Annual cash retainer $55,000; annual restricted shares valued at $75,000; committee chair retainers: Audit $15,000, Compensation $10,000, Nominating & Corporate Governance $10,000; Lead Independent Director $15,000; meeting fees discontinued from May 14, 2024; director equity vests fully on earlier of first anniversary or next annual meeting .
- 2024 Fees Earned (Boehm): Cash $65,291; Stock awards $74,999; Total $140,290 .
- Cash detail: Retainer $51,291; Compensation Committee Chair $10,000; Attendance fees $4,000 (legacy structure earlier in year) .
| Component | Amount (USD) |
|---|---|
| Annual Cash Retainer (received 2024) | $51,291 |
| Compensation Committee Chair Retainer | $10,000 |
| Meeting Attendance Fees | $4,000 |
| Restricted Share Grant (grant-date fair value) | $74,999 |
| Total 2024 Director Compensation | $140,290 |
Performance Compensation
- No performance-conditioned director pay disclosed; equity grants are time-based restricted shares (vesting fully on earlier of first anniversary or next annual meeting) .
Other Directorships & Interlocks
- Current boards: Ruggable; Hyliion .
- Former boards: Meritor; Home Chef .
- No related-party transactions or interlocks involving Boehm disclosed; related-party dealings in 2024 involved the Gil family, CSTH (minority-owned by Executive Chairman James Meyer), and PIMCO-affiliated warrantholders—not Boehm .
Expertise & Qualifications
- Strategic leadership in industrials; growth and performance improvement for Fortune 500 clients .
- Technical background in materials engineering; MBA-level finance/strategy training .
- Audit Committee financial expert designation; independent under Nasdaq/SEC standards .
- Compensation governance experience as Committee Chair, overseeing plans, policies, and independent consultant engagement (Meridian; no conflicts) .
Equity Ownership
- Beneficial ownership: 62,275 shares; less than 1% of outstanding shares .
- Unvested director stock awards at 12/31/2024: 20,408 restricted shares .
- Director stock ownership guidelines: each non-executive director must hold stock equal to 3× annual cash retainer; as of 12/31/2024, all non-executive directors either met or were in transition to meet guidelines .
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 62,275 |
| Ownership % of Outstanding | <1% |
| Aggregate Unvested Stock Awards | 20,408 |
| Stock Ownership Guidelines | 3× annual cash retainer; compliance met or in transition (board-wide) |
Governance Assessment
- Independence and financial oversight: Boehm strengthens board effectiveness as an independent director and Audit Committee financial expert; dual role across Compensation and Audit supports pay-for-performance alignment and financial controls .
- Compensation governance: As Compensation Chair, Boehm oversees executive and director pay programs, including use of an independent consultant (Meridian) with no conflicts, clawback policy adoption, anti-hedging, and stock ownership guidelines—positive governance signals .
- Engagement: 2024 committee cadence (Audit 5; Compensation 5) and minimum attendance threshold achieved; supports active oversight .
- Alignment: Director pay split between cash and time-based equity; ownership guidelines bolster alignment though Boehm’s personal stake is modest (<1%), typical for small-cap boards .
- Conflicts/RED FLAGS: No Boehm-specific related-party transactions identified; overall company exposures include substantial related-party activity with the Gil family and concentrated ownership/warrants by PIMCO affiliates (49.3%), which heighten governance scrutiny but are not tied to Boehm . Anti-pledging/anti-hedging policy reduces alignment risks for directors .