Business Context and Reporting Period
This Form 8-K filing by Freightcar America, Inc. was submitted on January 22, 2016, with the earliest event reported on that same date. The report addresses corporate governance changes, specifically the departure of the Chief Financial Officer and the appointment of a successor.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
- Departure: Charles F. Avery, Jr. left the Company by mutual consent effective January 22, 2016, to pursue new business opportunities.
- Interim Leadership: Joseph E. McNeely, President and CEO, serves as interim Vice President, Finance, Chief Financial Officer, and Treasurer until the new appointee joins.
- Appointment: Matthew S. Kohnke was appointed as Vice President, Finance, Chief Financial Officer, and Treasurer, effective February 29, 2016.
Management Commentary and Compensation Details
Mr. Kohnke joins from Dorman Products, Inc., where he served as CFO since 2011. The employment agreement includes the following material terms:
- Base Salary: $270,000 per year, subject to annual review.
- Bonus: Target bonus of 50% of base salary based on performance. Mr. Kohnke is eligible for a full-year bonus for 2016 as if he were a participant from January 1, 2016.
- Sign-On Award: 2,000 restricted shares of common stock, vesting in three equal annual installments starting on the first anniversary of the Effective Date. The award accelerates upon a change in control.
- Termination: Upon termination for any reason other than cause, Mr. Kohnke is entitled to accrued salary, unused vacation, vested benefits, and 13 weeks of pay.
Investor Verification Checklist
- Verify the exact start date of Mr. Kohnke's employment (February 29, 2016) and the interim period coverage.
- Review the attached Exhibit 10.1 for the full legal text of the employment agreement.
- Confirm the vesting schedule and acceleration clauses for the 2,000 restricted shares.
- Check subsequent filings for the formal transition of duties from the interim CFO to Mr. Kohnke.