UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________

SCHEDULE 14A

________________________________________

Proxy Statement

Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

FREIGHTCAR AMERICA, INC.

(Name of registrant as specified in its charter)

_________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

FREIGHTCAR AMERICA, INC.

125 South Wacker Drive, Suite 1500

Chicago, Illinois 60606

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on April 10, 2026

March 19, 2026

Dear FreightCar America Stockholder:

We are notifying you that the Annual Meeting of Stockholders of FreightCar America, Inc. will be held at 10:00 a.m. (Central Time) on April 10, 2026 (the “Annual Meeting”). The Annual Meeting will be held in virtual format only, via live webcast on the Internet, with no physical, in-person meeting. You will be able to attend and participate in the Annual Meeting online by visiting www.meetnow.global/MFVJ6LW where you will be able to listen to the meeting live, submit questions and vote. We recommend that you log in a few minutes before the meeting to ensure that you are logged in when the meeting starts. The Annual Meeting is being held for the purposes set forth below and such other business as may properly come before the meeting or any adjournment thereof.

1. To elect three directors as Class III directors, each for a term of three years.

2. To hold an advisory vote to approve the compensation of our Named Executive Officers as named in the enclosed proxy statement.

3. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2026.

On or about March 19, 2026, we will make available to our stockholders copies of the enclosed proxy statement (the “Proxy Statement”) and Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”). Stockholders should review all proxy materials before voting. Only stockholders of record at the close of business on February 10, 2026 are entitled to vote at the Annual Meeting and any postponements or adjournments of the meeting. A complete list of these stockholders will be available at our principal executive offices prior to the Annual Meeting. Each of the matters listed above is described in further detail in the enclosed proxy statement.

Whether or not you plan to attend the Annual Meeting, please be sure to vote your shares in accordance with the instructions on the enclosed proxy card as promptly as possible. You can withdraw your proxy at any time before it is voted.

By order of the Board of Directors,

/s/ Nicholas J. Randall
Nicholas J. Randall
President and Chief Executive Officer

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting on April 10, 2026:

We are using the “Full Set Delivery” method of providing proxy materials to all stockholders of record. Because we have elected to utilize the “Full Set Delivery” option, we are delivering to all stockholders of record paper copies of the Proxy Statement and form of proxy, as well as providing access to the proxy materials on a publicly accessible website. The Proxy Statement, this notice of annual meeting of stockholders and the proxy card are dated March 19, 2026 and first being mailed to stockholders on or about March 19, 2026.

FreightCar America, Inc.’s Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report are also available at https://www.investorvote.com/RAIL.

TABLE OF CONTENTS

		Page
ABOUT THE MEETING		1
What is the purpose of the Annual Meeting?		1
What are our voting recommendations?		1
Who can vote at the Annual Meeting?		1
What constitutes a quorum?		1
How do I vote?		2
Can I revoke my proxy or change my vote after I return my proxy card?		2
What vote is required to approve each matter that comes before the Annual Meeting?		2
How are proxy materials being made available to me?		3
How can I access the proxy materials?		3
What happens if additional proposals are presented at the Annual Meeting?		3
Who will bear the costs of soliciting votes for the Annual Meeting?		3
PROPOSAL 1 — ELECTION OF CLASS III DIRECTORS		4
GOVERNANCE OF THE COMPANY		5
Board Structure and Composition		5
Nominees for election at this meeting for terms expiring in 2029		6
Directors whose terms continue until 2027		6
Directors whose terms continue until 2028		7
Committees of the Board		8
Audit Committee		8
Compensation Committee		8
Nominating and Corporate Governance Committee		9
Commitment to Corporate Responsibility		9
Environmental Stewardship		9
Social Responsibility		9
Governance		9
Independence of Directors		10
Board Leadership Structure		10
Code of Business Conduct and Ethics		10
Risk Oversight		10
Director Nomination Process		11
Director Attendance at Meetings		11
Director Compensation		11
PROPOSAL 2 — APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		12
EXECUTIVE OFFICERS		13
PROPOSAL 3 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026		14
FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND AUDIT COMMITTEE REPORT		15
Fees Billed by Independent Registered Public Accounting Firm		15
AUDIT COMMITTEE REPORT TO STOCKHOLDERS		16
Audit Committee Report		16
STOCK OWNERSHIP		17
Security Ownership of Certain Beneficial Owners and Management		17

		Page
COMPENSATION OVERVIEW		19
Executive Summary		19
Compensation Committee’s Processes and Procedures for Consideration		20
Base Salary		21
Annual Cash Incentive Awards		22
Long-Term Incentive Awards		22
Retirement and Pension Benefits		23
Change in Control and Post-Employment Benefits		23
Stock Ownership Guidelines		25
Executive Compensation Recovery Policy (“Clawback Policy”) and other Clawbacks		25
Company Insider Trading Policy		25
EXECUTIVE COMPENSATION		26
Summary Compensation Table		26
Supplemental Narrative to Summary Compensation Table		26
Outstanding Equity Awards at 2025 Fiscal Year-End		27
Potential Payments upon Termination or Change in Control		28
Pay vs. Performance		28
Stock Option Grant Practices		29
Equity Compensation Plan Information		30
DIRECTOR COMPENSATION		31
2025 Director Compensation Table		31
Stock Ownership Guidelines		32
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		33
STOCKHOLDER NOMINATIONS AND PROPOSALS FOR 2027 ANNUAL MEETING		34
COMMUNICATIONS WITH DIRECTORS		35
“HOUSEHOLDING” OF PROXY MATERIALS		36

FREIGHTCAR AMERICA, INC.
125 South Wacker Drive, Suite 1500
Chicago, Illinois 60606

________________________________________

PROXY STATEMENT

________________________________________

ABOUT THE ANNUAL MEETING AND VOTING

The board of directors (the “Board”) of FreightCar America, Inc. (“FreightCar America,” the “Company,” “our,” “we” or “us”) is asking for your proxy for use at the annual meeting of our stockholders to be held in virtual format at 10:00 a.m. (Central Time) on April 10, 2026 at www.meetnow.global/MFVJ6LW (the “Annual Meeting”). The Annual Meeting will be held in virtual format only, via live webcast on the Internet, with no physical, in-person meeting. Please allow ample time to check-in prior to the Annual Meeting start time. This proxy statement (the “Proxy Statement”) together with a proxy card (the “Proxy Card”) are dated March 19, 2026 and are first being mailed to our stockholders on or about March 19, 2026.

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will act upon the matters outlined in the accompanying notice of annual meeting, and such other business as may properly come before the meeting, including (i) the election of three directors who have been nominated for election as Class III directors, each for a three-year term, (ii) the approval, on an advisory basis, of the compensation of our Named Executive Officers (“NEOs”), and (iii) the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2026.

What are our voting recommendations?

Our Board recommends that you vote your shares:

“FOR” the nominees named in this Proxy Statement under “Proposal 1 — Election of Class III Directors,”

“FOR” the approval, on an advisory basis, of the compensation of our NEOs under “Proposal 2 — Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers,” and

“FOR” the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2026 under “Proposal 3 — Ratification of the Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2026.”

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the record date, February 10, 2026 (the “Record Date”), are entitled to receive notice of the Annual Meeting and to vote the shares of common stock that they held on the Record Date at the Annual Meeting and any postponements or adjournments of the Annual Meeting. Each outstanding share of common stock entitles its holder to cast one vote, without cumulation, on each matter to be voted on.

What constitutes a quorum?

A majority of the shares outstanding on the Record Date present at the Annual Meeting, either in person (virtually) or by proxy, will constitute a quorum permitting the transaction of business. As of the Record Date, we had 19,062,155 shares of common stock outstanding and entitled to vote. Any shares represented by proxies that abstain from voting on a proposal will be counted as present for purposes of determining whether we have a quorum. If a broker, bank, custodian, nominee or other record holder of our common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular matter, the shares held by that record holder (referred to as “broker non-votes”) will also be counted as present in determining whether we have a quorum.

How do I vote?

If you are a stockholder of record, there are four ways to vote:

1. Via the Internet (at the Annual Meeting): You may vote via the Internet at the Annual Meeting by attending the live meeting at www.meetnow.global/MFVJ6LW and entering the 15-digit control number included on the Proxy Card or voting instruction form distributed to you. Those without a control number may attend the Annual Meeting as guests by logging into the same virtual meeting platform and following the instructions. However, stockholders attending as guests will not be able to vote.

2. Via the Internet (prior to the Annual Meeting): You may vote by proxy via the Internet prior to the Annual Meeting by visiting https://www.investorvote.com/RAIL and entering your 15-digit control number, which is printed on the Proxy Card mailed to you.

3. By Telephone: You may vote by proxy by calling the toll-free number found on the Proxy Card. To vote by telephone, you will need the control number included on the Proxy Card.

4. By Mail: You may vote by proxy by filling out the Proxy Card, if you have received one, and returning it in the envelope provided, if you have received a paper copy of the proxy materials.

You may vote by proxy by following the instructions for voting by telephone or on the Internet on your Proxy Card or completing, signing, dating and mailing the Proxy Card, if you have received one. To vote by telephone or on the Internet, as applicable, you will need the control number included on your Proxy Card. If you vote by proxy, the individuals named on the Proxy Card as proxy holders will vote your shares in the manner you indicate. If you do not indicate your instructions, your shares will be voted:

• “FOR” the election of the nominees named in this Proxy Statement under “Proposal 1 — Election of Class III Directors;”

• “FOR” the approval, on an advisory basis, of the compensation of our NEOs under “Proposal 2 — Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers;” and

• “FOR” the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2026 under “Proposal 3 — Ratification of the Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2026.”

If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, Okapi Partners LLC, toll-free at (877) 869-0171.

Can I revoke my proxy or change my vote after I return my Proxy Card?

Yes. Even after you have submitted your proxy, you may revoke your proxy or change your vote at any time before the proxy is voted at the Annual Meeting by delivering to our Corporate Secretary a written notice of revocation or a properly submitted proxy bearing a later date, or by attending the Annual Meeting and voting virtually. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request or you vote in person (virtually) at the Annual Meeting.

What vote is required to approve each matter that comes before the Annual Meeting?

For the election of directors (Proposal 1), director nominees must receive the affirmative vote of a plurality of the votes of the shares present in person (virtually) at the Annual Meeting or represented by proxy and entitled to vote on the matter at the Annual Meeting, meaning that the three nominees for Class III directors with the most votes “FOR” will be elected. Abstentions and broker non-votes will have no effect on the outcome of the election of directors. “WITHHOLD” votes will have the effect of a vote against the election of the nominees for director. Each of our directors and director candidates has offered a contingent resignation that may be accepted by the Board in its discretion if a majority of the votes are not cast “FOR” such director in an uncontested election.

For the advisory approval of our executive compensation (Proposal No. 2) and the ratification of the retention of Grant Thornton LLP as our independent registered public accounting firm (Proposal No. 3), the affirmative vote of the holders of a majority of the shares present in person (virtually) at the Annual Meeting or represented by proxy and entitled to vote on the matter at the Annual Meeting will be required for approval. Broker non-votes will have no effect on the voting with respect to Proposal No. 2. If you do not give instructions to your broker on Proposal No. 3, your broker will be entitled to exercise its discretion with respect to such proposal. Abstentions will have the same effect as a vote against Proposal No. 2 and Proposal No. 3.

How are proxy materials being made available to me?

We have elected to use the “Full Set Delivery” option and are providing paper copies of proxy materials to all our shareholders. Our proxy materials are also available to stockholders on the Internet. This Proxy Statement and form of proxy, together with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”), are being made available to stockholders beginning approximately March 19, 2026. The Annual Report, which has been posted along with this Proxy Statement, is not a part of the proxy solicitation materials, nor are any documents referenced herein which are available on the Company’s website. These documents are also included in our filings with the Securities and Exchange Commission (the “SEC”), which you can access electronically at the SEC’s website at www.sec.gov.

How can I access the proxy materials?

We have elected to use the “Full Set Delivery” option and are providing paper copies of proxy materials to all our shareholders. You may also access the proxy materials on the Internet. We encourage you to review the proxy materials and to vote via the Internet by following the link to the Proxy Statement and Annual Report, which are both available at https://www.investorvote.com/RAIL. This Proxy Statement and the Annual Report are also available on the Company’s website at www.freightcaramerica.com. The information on our website is not incorporated into this Proxy Statement.

What happens if additional proposals are presented at the Annual Meeting?

If you vote by proxy, your proxy grants the persons named as proxy holders the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting.

Who will bear the costs of soliciting votes for the Annual Meeting?

Certain directors, officers and employees, who will not receive any additional compensation for such activities, may solicit proxies by personal interview, mail, telephone or electronic communication. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders. We will bear all costs of solicitation, including a base fee of $11,500 and reasonable out-of-pocket expenses to be paid to the proxy solicitation firm of Okapi Partners LLC.

Proposal 1
Election of Class III Directors

Our Certificate of Incorporation (“Charter”) provides for a classified Board consisting of three classes of the same or nearly the same number of directors. The term of office of each current Class III director is scheduled to expire at our Annual Meeting. Currently, three of our directors, Elizabeth K. Arnold, James R. Meyer and Nicholas J. Randall, are Class III directors. At the recommendation of our Nominating and Corporate Governance Committee, our Board has determined to nominate Ms. Arnold and Messrs. Meyer and Randall for election to three-year terms as Class III directors at our Annual Meeting this year. Each nominee elected by our stockholders as a Class III director at the Annual Meeting will be elected to a term to expire at the annual meeting of stockholders in 2029. Information about the director nominees, the continuing directors and our Board is contained in the section of this Proxy Statement entitled “Governance of the Company — Board Structure and Composition.” In the event a nominee is not available to serve for any reason when the election occurs, it is intended that the proxies will be voted for the election of the other nominees and may be voted for any substitute nominee. Our Board has no reason to believe that any of the nominees will not be a candidate or, if elected, will be unable or unwilling to serve as a director. Director nominees must receive the affirmative vote of a plurality of the votes of the shares present in person (virtually) or represented by proxy and entitled to vote on the matter at the Annual Meeting, meaning that the three nominees for Class III directors with the most votes “FOR” will be elected. “WITHHOLD” votes will have the effect of a vote against the nominee. Abstentions and broker non-votes will have no effect on the outcome of the vote. Each of our directors has offered a contingent resignation that may be accepted by the Board, in its discretion, if a majority of the votes are not cast “FOR” such director in an uncontested election.

		VOTE
		The Board unanimously recommends that you vote “FOR” the election of each nominee presented in Proposal 1.

GOVERNANCE OF THE COMPANY

Board Structure and Composition

Our Charter provides for a classified Board consisting of three classes of the same or nearly the same number of directors.

• Malcolm F. Moore, José De Nigris Felán and Travis D. Kelly serve in Class I. Their terms will expire on the date of the annual meeting of stockholders to be held in 2027.

• Jesús Salvador Gil Benavides and Rodger L. Boehm serve in Class II. Their terms will expire on the date of the annual meeting of stockholders to be held in 2028.

• Elizabeth K. Arnold, James R. Meyer and Nicholas J. Randall serve in Class III. Their terms will expire on the date of the Annual Meeting.

Each of our directors has signed a contingent resignation letter providing that if a majority of the votes of the shares in an uncontested election in which such director is a nominee are designated to be “WITHHELD” from the director’s election, and the Board accepts the contingent resignation letter following such election, the director’s resignation will be effective upon the acceptance of the resignation by the Board.

The Company is party to an investor rights agreement (the “Investor Rights Agreement”) with Fasemex, Inc. (the “US Seller”), Fabricaciones y Servicios de México, S.A. de C.V. (“Fasemex Mexico”) and Agben de Mexico, S.A. de C.V. (“Agben” and, together with Fasemex Mexico, the “MX Sellers”, and the MX Sellers, together with the US Seller, the “Sellers”). Pursuant to the Investor Rights Agreement, the Sellers have the right to designate one nominee for election to the Company’s Board for so long as the Sellers beneficially own in the aggregate, common stock of the Company equal to at least five percent (5%) of shares of the Company’s common stock outstanding. The director nominee designated by the Sellers is Mr. Jesús Salvador Gil Benavides, who was initially appointed by the Board to serve as a Class II director effective on October 23, 2020 and subsequently elected as a Class II director at the Company’s 2022 and 2025 Annual Meetings.

In addition, the Investor Rights Agreement provides the Sellers with the right to designate a non-voting observer to attend meetings of the Board and of committees of the Board, subject to customary limitations, for so long as the Sellers beneficially own, in the aggregate, common stock of the Company equal to at least five percent (5%) of shares of the Company’s common stock outstanding. The non-voting Board observer is currently Mr. Alejandro Gil.

In connection with the Credit Agreement by and among the Company, as guarantor, FreightCar North America, CO Finance LVS VI LLC, as lender (the “Lender”), an affiliate of a corporate credit fund for which Pacific Investment Management Company LLC serves as an investment manager, and U.S. Bank National Association, as disbursing and collateral agent, the Company also entered into a warrant acquisition agreement (the “Warrant Acquisition Agreement”) with the Lender, which provides for the issuance of a warrant (the “Warrant”) to the Lender, allowing Lender to purchase a number of shares of the Company’s common stock, par value $0.01 per share, equal to 23% of the outstanding common stock on a fully-diluted basis at the time the Warrant is exercised. Pursuant to the Warrant Acquisition Agreement, for so long as the Lender or its affiliates hold (a) at least 50% of the Warrant or (b) at least 50% of the shares issuable pursuant to the exercise of the Warrant, the Lender shall be entitled to designate for recommendation to the Nominating and Corporate Governance Committee of the Board and, upon such recommendation, nomination by the Board one director to the Board and a non-voting observer. Each director designated by the Lender, including the initial director designee, must comply with the requirements of the charter for, and related guidelines of, the Nominating and Corporate Governance Committee of the Board. The director nominee initially designated by the Lender was Travis D. Kelly, who was appointed by the Board to serve as a Class I director effective on June 20, 2022 and subsequently elected as a Class I director at the Company’s 2024 Annual Meeting.

Our Charter provides that the authorized number of directors may be changed only by resolution of the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors. Our Charter also provides that our Board may fill any vacancy created by the resignation of a director or an increase in the size of the Board. On March 20, 2025, the Board passed a resolution decreasing the size of the Board from nine (9) directors to eight (8) directors, effective May 14, 2025.

The Board met thirteen (13) times during 2025.

Nominees for election at this meeting for terms expiring in 2029

Elizabeth K. Arnold, 61, has served as a director since August 2019 and is chairperson of our Audit Committee. She is a member of our Nominating and Corporate Governance Committee and our Compensation Committee. Ms. Arnold served as the Senior Vice President, Chief Financial Officer and Treasurer of Houghton International, a specialty chemical company with international operations, from October 2014 to August 2019. From October 2012 to April 2014, Ms. Arnold served as the Chief Financial Officer of Physiotherapy Associates. Prior to joining Physiotherapy Associates, Ms. Arnold served as the Chief Financial Officer of Tyco Flow Control from April 2010 to September 2012. Between 2003 and 2010, Ms. Arnold worked as the Vice President, Corporate Financial Planning & Analysis at Tyco. Earlier in her career, Ms. Arnold served in numerous roles, including executive leadership positions, for General Electric, a global industrial company with products and services ranging from aircraft engines, power generation and oil and gas production to medical imaging. Ms. Arnold also serves as a member of the board of directors and audit committee and nominating, governance, sustainability and compliance committee of Innospec Inc. (Nasdaq: IOSP). Ms. Arnold possesses a bachelor’s degree in economics from the University of Alabama. She brings to our Board, among other things, extensive corporate finance and public accounting experiences, as well as a wealth of operational knowledge.

James R. Meyer, 64, has served as a director since July 2017, and beginning May 1, 2024, Mr. Meyer became Executive Chairman of the Board. On May 14, 2025, Mr. Meyer transitioned into the role of Chairman of the Board. Mr. Meyer previously served as our President and Chief Executive Officer (“CEO”) from July 2017 to May 1, 2024. Mr. Meyer has over 30 years of experience in the heavy equipment, automotive and consumer goods industries.. In his prior positions, he served as Chief Operating Officer of Allied Specialty Vehicles, Inc., a manufacturer of specialty vehicles for fire and emergency, commercial and recreation segments, Brunswick Corporation and Ford Motor Company where he spent 16 years and held various executive positions. Mr. Meyer also has extensive M&A experience and has worked with and held ownership positions in a number of privately held heavy equipment manufacturers. Mr. Meyer has a bachelor’s degree in engineering and a master of business administration from the University of Michigan, and a master’s degree in engineering from the Massachusetts Institute of Technology. Mr. Meyer brings to the Board his broad leadership experience from serving in management and directorship roles in the automotive and manufacturing industries.

Nicholas J. Randall, 52, was appointed as our President and CEO effective May 1, 2024 and previously served as our Chief Operating Officer from June 2023. He has served as a director since May 2024. Prior to joining the Company, Mr. Randall led a division of Precision Castparts Corporation from 2017-2023. From 2007 to 2017, Mr. Randall served in various capacities at Alcoa Corporation and Arconic Corporation, a company formed from the split of Alcoa in 2016. Prior to that, Mr. Randall worked in various engineering roles at Jaguar Land Rover Automotive. Mr. Randall holds a bachelor’s degree in manufacturing engineering from Liverpool John Moores University. Mr. Randall brings to the Board extensive experience in operations of industrial products companies and insight from his previous roles and as the Company’s Chief Operating Officer.

Directors whose terms continue until 2027

Malcolm F. Moore, 75, has served as a director since March 2015 and is the chair of our Nominating and Corporate Governance Committee and a member of our Compensation and Audit Committees. Since May 14, 2025, Mr. Moore has served in the role of Lead Independent Director. From July 2015 to June 2019, Mr. Moore served as Executive Vice President and Chief Operating Officer of Twin Disc, Inc., a publicly held global manufacturer and distributor of power transmission equipment for the marine, transportation and industrial business sectors. Between 2006 and 2015, he also served on the board of directors of Twin Disc, Inc. From June 2013 to June 2015, Mr. Moore served as the President and Chief Executive Officer of Digi-Star LLC, a global supplier of electronic components and software used in precision agriculture. From November 2011 to June 2013, Mr. Moore served as Chairman of Digi-Star. Prior to joining Digi-Star, Mr. Moore served as an advisor to Baird Capital Partners from June 2010 to November 2011. Between 1999 and 2010, Mr. Moore worked in a variety of executive roles at Gehl Company, a publicly held manufacturer of compact construction equipment, including serving as President and Chief Executive Officer from August 2009 to April 2010. Earlier in his career, Mr. Moore served in senior executive roles at Pangborn Corporation, an international

manufacturer of blast media equipment used by manufacturers of metal products, and LINAC Holdings Inc., a manufacturer of specialized equipment used in steel production, industrial heat-treating, scientific research and product manufacturing. Having served as a senior executive for over 25 years, and as a board member for many years, of companies in the manufacturing sector, Mr. Moore brings to our Board extensive experience in leading complex heavy manufacturing organizations.

José De Nigris Felán, 53, has served as a director since June 2022. Mr. De Nigris Felán is the Executive Vice President of Katcon Global USA, Inc., a global supplier of exhaust and after treatment solutions to the automotive industry. Mr. De Nigris Felán has served as a board member of Katcon Global since 2000, and has held various positions since with its subsidiaries. Mr. De Nigris Felán is the Director of Katcon Global, SA (Luxembourg) since 2009, the Director of Katcon Korea since 2016, and the Managing Director of Wendt Automotive GMBH (Germany) since 2018. Mr. De Nigris Felán brings to our Board significant experience in industrial manufacturing.

Travis D. Kelly, 49, has served as a director since June 2022 and is a member of our Audit Committee. Mr. Kelly has served since December 2018 as the President and Chief Executive Officer of Isola Group LLC, a global material sciences company specialized in making laminate materials used to fabricate multilayer printed circuit boards. From 2007 to 2018, Mr. Kelly served as the Global Chief Operating Officer for Cerberus Capital Management, L.P. Prior to this, Mr. Kelly served numerous operating, financial, and strategic planning roles across several public and private capital raising manufacturing and industrial companies. Mr. Kelly brings to our Board experience in operating an industrial company as well as finance and strategic planning.

Directors whose terms continue until 2028

Jesús Salvador Gil Benavides, 62, has served as a director since October 2020. Mr. Gil Benavides has over 30 years of experience in metal fabrications, and over 20 years of experience in the railcar manufacturing industry. From October 2020 to January 2024, Mr. Gil Benavides served as the Vice President of Operations for the Company. From 2005 to 2017, Mr. Gil Benavides held various roles with Grupo Industrial Monclova, S.A. de C.V. (“Grupo Industrial”), a corporation operating in railcar manufacturing, offshore platform fabrication, mining, industrial gases and energy. During this time, he also served as a member of Grupo Industrial’s board of directors. From 1997 to 2005, Mr. Gil Benavides worked for Trinity Industries de Mexico as Plant Manager at the Monclova plant and the General Manager of Monclova-Sabinas. In 2018, he finished a one-year Advanced Executive Management Program (AD-2) at the Instituto Panamericano de Alta Dirección de Empresa (IPADE) in Monterrey, Mexico. In 1988, he obtained a master’s degree in electrical engineering from Washington University, Saint Louis, Missouri, and in 1986 he received his bachelor’s degree in electronic engineering from the Instituto Tecnológico de Monterrey. Mr. Gil Benavides brings to our Board extensive and specific experience in the railcar industry.

Rodger L. Boehm, 66, has served as a director since May 2022 and is the chairman of our Compensation Committee and a member of our Audit Committee. Until his retirement in September 2017, Mr. Boehm was a senior partner at McKinsey & Company, Inc. He spent 31 years at the premier management consulting firm in a variety of roles with increasing responsibility, beginning in 1986. Mr. Boehm led client service for leading global institutions, primarily focused on Fortune 500 companies. His client service focused on long-term global growth and performance improvement, helping companies to significantly improve their cost, revenue and service performance. Mr. Boehm’s background in strategic leadership in the industrial sector ranges from developing a global growth strategy for an agricultural and construction equipment manufacturer to improving the enterprise marketing capabilities for a leading global industrial conglomerate. Before McKinsey, he was a quality control engineer with Jones & Laughlin Steel from 1982 to 1984. He currently serves on the board of Ruggable and Hyliion and was formerly a board member for Meritor and Home Chef. Mr. Boehm earned a bachelor’s degree in materials engineering from Purdue University in 1982 and a master of business administration from Harvard University in 1986. Mr. Boehm brings to our Board deep and broad experience in strategic leadership in the industrial sector.

Committees of the Board

Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Membership in each committee is shown in the following table.

Audit Committee

Compensation
Committee

SEC Form DEF 14A filed by FreightCar America Inc.