Travis Kelly
FreightCar AmericaAbout Travis D. Kelly
Independent Class I director at FreightCar America (RAIL); age 48; appointed June 20, 2022 via a lender designation right tied to the Company’s credit and warrant agreements; current term runs to the 2027 annual meeting. Kelly is President & CEO of Isola Group LLC (materials science; printed circuit board laminates) since December 2018, and previously Global COO at Cerberus Capital Management (2007–2018), bringing operating, finance, and strategic planning expertise; the Board has determined he is independent and an audit committee financial expert. Effective May 14, 2025, he will join the Audit Committee; the Board met eight times in 2024 and all directors attended at least 75% of Board/committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerberus Capital Management, L.P. | Global Chief Operating Officer | 2007–2018 | Operating, financial, and strategic planning roles across manufacturing/industrial companies; deep execution background. |
| FreightCar America, Inc. | Director (Class I) | Jun 20, 2022–present | Will join Audit Committee effective May 14, 2025; Board determined audit committee financial expert. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Isola Group LLC | President & CEO | Dec 2018–present | Global materials science company; PCB laminate manufacturing leadership. |
Board Governance
- Classification and term: Class I director; term expires at the 2027 annual meeting.
- Committee assignments: Will join the Audit Committee effective May 14, 2025; Audit met 5x in 2024; Compensation met 5x; Nominating met 3x.
- Independence: Board determined Kelly meets Nasdaq/SEC independence standards; also designated as an audit committee financial expert.
- Attendance: Board met eight times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Board leadership: Separate Chair (James R. Meyer transitioning to Chairman on May 14, 2025) and CEO (Nicholas Randall); Malcolm Moore becomes Lead Independent Director on May 14, 2025.
Fixed Compensation (Director)
| Year | Cash Fees ($) | Components |
|---|---|---|
| 2024 | 51,291 | Annual retainer; no chair or attendance fees for Kelly. |
| Policy (effective May 1, 2024) | Retainer $55,000; Chair retainers: Audit $15,000, Compensation $10,000, Nominating $10,000; Annual director equity $75,000; Chairman additional $70,000; Lead Independent Director $15,000. |
Performance Compensation (Director)
| Grant Year | Stock Awards (#) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| 2024 | 20,408 | 74,999 | Director restricted shares vest on the earlier of the first anniversary of grant or the next annual meeting. |
The Company does not provide incentive-based cash pay to directors; equity awards are time-based, not performance-conditioned.
Other Directorships & Interlocks
- Public company boards: None disclosed for Kelly in the 2025 proxy.
- Designation/interlock: Kelly was initially designated by the Company’s lender under the Warrant Acquisition Agreement associated with PIMCO-affiliated credit facilities and warrants; the lender may designate one director while holding specified warrant thresholds.
- Significant holders context: PIMCO beneficially owns ~49.3% of common stock and multiple warrants; governance rights include a board seat and observer under specified conditions.
Expertise & Qualifications
- Domain expertise: Industrial operations leadership; materials science manufacturing; finance/strategic planning.
- Audit-readiness: Determined by the Board to be an audit committee financial expert (Sarbanes-Oxley §407 definition).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Travis D. Kelly | 59,147 | <1% | Includes 20,408 shares owned directly and 38,739 shares owned by Carpe Skiem LLC, wholly owned by Kelly. |
| Unvested Director RS (as of 12/31/2024) | 20,408 | — | Aggregate unvested restricted shares from 2024 director grant. |
- Director stock ownership guideline: At least 3x annual cash retainer; as of Dec 31, 2024, non-executive directors either met or were within the transition period.
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging by directors without prior consent; preclearance required.
Governance Assessment
- Independence and expertise: Kelly’s independence and audit financial expert designation support committee effectiveness; his addition to Audit aligns with skill set.
- Potential conflicts/red flags:
- Lender-designated director: Kelly’s original appointment arose from lender warrant rights; combined with PIMCO’s ~49.3% stake and extensive warrant package, this represents a governance influence vector investors should monitor for alignment with minority shareholders.
- Related-party transactions oversight: Audit Committee approves RPTs; 2024 payments to the Gil family entities totaled ~$27.214 million and sales to a company minority-owned by the Executive Chairman totaled ~$885,000—Kelly’s forthcoming Audit role heightens his responsibility in policing conflicts.
- Compensation alignment: 2024 director pay mix skewed to equity ($74,999 RS vs. $51,291 cash), generally supportive of long-term alignment; policy increased retainers and equity in 2024, eliminating meeting fees to simplify structure.
- Attendance and engagement: Board/committee cadence (8 Board meetings; committee activity) and ≥75% attendance standard met across directors in 2024, indicating baseline engagement.
Overall signal: Kelly brings relevant operational and financial expertise and is formally independent; his lender-linked entry is a watchpoint amid concentrated ownership, making Audit Committee rigor on related-party dealings and financial controls an important investor confidence lever.