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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/18/24 FreightCar America, Inc. 10-K 12/31/23 125:16M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.03M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 50K
3: EX-21 Subsidiaries List HTML 41K
4: EX-23.1 Consent of Expert or Counsel HTML 34K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 65K
Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 40K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 41K
7: EX-32 Certification -- §906 - SOA'02 HTML 38K
10: R1 Document and Entity Information HTML 109K
11: R2 Consolidated Balance Sheets HTML 164K
12: R3 Consolidated Balance Sheets (Parenthetical) HTML 64K
13: R4 Consolidated Statements of Operations HTML 109K
14: R5 Consolidated Statements of Comprehensive Loss HTML 53K
15: R6 Consolidated Statements of Stockholders' (Deficit) HTML 112K
Equity
16: R7 Consolidated Statements of Cash Flows HTML 132K
17: R8 Description of the Business HTML 38K
18: R9 Summary of Significant Accounting Policies HTML 107K
19: R10 Leases HTML 167K
20: R11 Fair Value Measurements HTML 106K
21: R12 Restricted Cash and Restricted Cash Equivalents HTML 56K
22: R13 Inventories HTML 53K
23: R14 Leased Railcars HTML 45K
24: R15 Foreign Currency Forward Contracts HTML 70K
25: R16 Property, Plant and Equipment HTML 66K
26: R17 Product Warranties HTML 65K
27: R18 Debt Financing and Revolving Credit Facilities HTML 140K
28: R19 Mezzanine Equity and 2023 Warrant HTML 54K
29: R20 Accumulated Other Comprehensive Loss HTML 89K
30: R21 Employee Benefit Plans HTML 269K
31: R22 Income Taxes HTML 204K
32: R23 Stock-Based Compensation HTML 359K
33: R24 Risks and Contingencies HTML 40K
34: R25 Loss Per Share HTML 70K
35: R26 Revenue Sources and Concentration of Sales HTML 59K
36: R27 Segment Information HTML 143K
37: R28 Related Parties HTML 50K
38: R29 Summary of Significant Accounting Policies HTML 139K
(Policies)
39: R30 Summary of Significant Accounting Policies HTML 60K
(Tables)
40: R31 Leases (Tables) HTML 167K
41: R32 Fair Value Measurements (Tables) HTML 102K
42: R33 Restricted Cash and Restricted Cash Equivalents HTML 54K
(Tables)
43: R34 Inventories (Tables) HTML 53K
44: R35 Foreign Currency Forward Contracts (Tables) HTML 68K
45: R36 Property, Plant and Equipment (Tables) HTML 64K
46: R37 Product Warranties (Tables) HTML 61K
47: R38 Accumulated Other Comprehensive Loss (Tables) HTML 90K
48: R39 Debt Financing and Revolving Credit Facilities HTML 74K
(Tables)
49: R40 Employee Benefit Plans (Tables) HTML 281K
50: R41 Income Taxes (Tables) HTML 201K
51: R42 Stock-Based Compensation (Tables) HTML 341K
52: R43 Loss Per Share (Tables) HTML 66K
53: R44 Revenue Sources and Concentration of Sales HTML 52K
(Tables)
54: R45 Segment Information (Tables) HTML 141K
55: R46 Summary of Significant Accounting Policies HTML 49K
(Narrative) (Details)
56: R47 Summary of Significant Accounting Policies (Useful HTML 49K
Life of Property, Plant and Equipment) (Details)
57: R48 Summary of Significant Accounting Policie HTML 57K
(Schedule Of Revenue Recognition) (Details)
58: R49 Leases (Narrative) (Details) HTML 39K
59: R50 Leases (Components of Lease Cost) (Details) HTML 48K
60: R51 Leases (Supplemental Balance Sheet Information) HTML 61K
(Details)
61: R52 Leases (Supplemental Cash Flow Information) HTML 51K
(Details)
62: R53 Leases (Aggregate Future Operating Lease Payments) HTML 74K
(Details)
63: R54 Leases (Operating Lease Information) (Details) HTML 42K
64: R55 Fair Value Measurements (Narrative) (Details) HTML 40K
65: R56 Fair Value Measurements (Fair Value, Assets HTML 56K
Measured on Recurring Basis and Non-Recurring
Basis) (Details)
66: R57 Restricted Cash and Restricted Cash Equivalents HTML 50K
(Details)
67: R58 Inventories (Schedule of Inventory Current) HTML 45K
(Details)
68: R59 Inventories (Narrative) (Details) HTML 36K
69: R60 Leased Railcars (Narrative) (Details) HTML 55K
70: R61 Foreign Currency Forward Contracts - Schedule of HTML 38K
notional amounts of outstanding foreign currency
derivatives (Details)
71: R62 Foreign Currency Forward Contracts - Schedule of HTML 38K
fair value of outstanding foreign currency
derivatives designated as hedges (Details)
72: R63 Foreign Currency Forward Contracts - Schedule of HTML 39K
pre-tax realized gain on foreign currency
derivatives (Details)
73: R64 Foreign Currency Forward Contracts (Additional HTML 36K
Information) (Details)
74: R65 Restructuring and Impairment Charges (Narrative) HTML 38K
(Details)
75: R66 Property, Plant and Equipment (Schedule of HTML 53K
Property, Plant and Equipment) (Details)
76: R67 Property, Plant and Equipment (Narrative) HTML 37K
(Details)
77: R68 Product Warranties (Narrative) (Details) HTML 35K
78: R69 Product Warranties (Changes in Warranty Reserve) HTML 44K
(Details)
79: R70 Debt Financing and Revolving Credit Facilities HTML 220K
(Narrative) (Details)
80: R71 Debt Financing and Revolving Credit Facilities HTML 40K
(Fair Value of Warrant) (Details)
81: R72 Debt Financing and Revolving Credit Facilities HTML 64K
(Long-Term Debt) (Details)
82: R73 Debt Financing and Revolving Credit Facilities HTML 37K
(Estimated Annual Maturities) (Details)
83: R74 Mezzanine Equity and 2023 Warrant (Additional HTML 92K
Information) (Details)
84: R75 Accumulated Other Comprehensive Loss (Schedule of HTML 71K
Changes in Accumulated Other Comprehensive Income
(Loss)) (Details)
85: R76 Accumulated Other Comprehensive Loss (Components HTML 58K
of Accumulated Other Comprehensive Income (Loss))
(Details)
86: R77 Accumulated Other Comprehensive Loss - (Components HTML 41K
of Accumulated Other Comprehensive Income
(Loss))(Parenthetical) (Details)
87: R78 Employee Benefit Plans (Narrative) (Details) HTML 51K
88: R79 Employee Benefit Plans (Change in Plan Assets and HTML 57K
Funded Status) (Details)
89: R80 Employee Benefit Plans (Amounts Recognized in the HTML 40K
Balance Sheets) (Details)
90: R81 Employee Benefit Plans (Schedule of Defined HTML 48K
Benefit Plan Amounts Recognized in Other
Comprehensive Income (Loss)) (Details)
91: R82 Employee Benefit Plans (Schedule of Expected HTML 46K
Benefit Payments) (Details)
92: R83 Employee Benefit Plans (Components of Net Periodic HTML 56K
Benefit Cost) (Details)
93: R84 Employee Benefit Plans (Schedule of Assumptions HTML 36K
Used) (Details)
94: R85 Employee Benefit Plans (Amounts Recognized in HTML 37K
Accumulated Other Comprehensive Loss) (Details)
95: R86 Employee Benefit Plans (Assumptions Used in the HTML 41K
Measurement of Net Periodic Cost) (Details)
96: R87 Employee Benefit Plans (Schedule of Allocation of HTML 57K
Plan Assets) (Details)
97: R88 Employee Benefit Plans (Schedule of Changes in HTML 51K
Fair Value of Plan Assets) (Details)
98: R89 Income Taxes (Composition of Income Tax Expense) HTML 59K
(Details)
99: R90 Income Taxes (Reconciliation of Income Tax Rate) HTML 56K
(Details)
100: R91 Income Taxes (Components of Deferred Tax Assets HTML 77K
and Liabilities) (Details)
101: R92 Income Taxes (Narrative) (Details) HTML 53K
102: R93 Income Taxes (Income Tax Years Subject to HTML 56K
Examination) (Details)
103: R94 Stock-Based Compensation (Narrative) (Details) HTML 137K
104: R95 Stock-Based Compensation (Valuation Assumptions, HTML 95K
Options) (Details)
105: R96 Stock-Based Compensation (Option Activity) HTML 69K
(Details)
106: R97 Stock-Based Compensation (Shares Outstanding) HTML 83K
(Details)
107: R98 Stock-Based Compensation (Valuation Assumptions) HTML 67K
(Details)
108: R99 Stock-Based Compensation (SAR Activity) (Details) HTML 62K
109: R100 Stock-Based Compensation (Nonvested Restricted HTML 69K
Shares) (Details)
110: R101 Loss Per Share (Weighted Average Common Shares HTML 72K
Outstanding) (Details)
111: R102 Loss Per Share (Narrative) (Details) HTML 36K
112: R103 Revenue Sources and Concentration of Sales HTML 60K
(Narrative) (Details)
113: R104 Revenue Sources and Concentration of Sales HTML 57K
(Schedule of Revenue Recognition) (Details)
114: R105 Segment Information (Narrative) (Details) HTML 38K
115: R106 Segment Information (Schedule of Segment Reporting HTML 79K
Information, by Segment) (Details)
116: R107 Segment Information - Schedule of Segment HTML 39K
Reporting Information, by Segment (Parenthetical)
(Details)
117: R108 Segment Information (Reconciliation of Assets from HTML 54K
Segment to Consolidated) (Details)
118: R109 Segment Information (Geographic Information) HTML 53K
(Details)
119: R110 Acquisition (Narrative) (Details) HTML 36K
120: R111 Related Parties (Additional Information) (Details) HTML 69K
122: XML IDEA XML File -- Filing Summary XML 255K
125: XML XBRL Instance -- rail-20231231_htm XML 4.28M
121: EXCEL IDEA Workbook of Financial Report Info XLSX 228K
9: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 6.20M
Linkbases Document -- rail-20231231
123: JSON XBRL Instance as JSON Data -- MetaLinks 790± 1.27M
124: ZIP XBRL Zipped Folder -- 0000950170-24-032849-xbrl Zip 522K
| EX-97.1 |
Exhibit 97.1
FREIGHTCAR AMERICA, INC. EXECUTIVE COMPENSATION RECOVERY POLICY
The Board of Directors (the “Board”) of FreightCar America, Inc. (the “Company”) believes it is in the best interests of the Company and its shareholders to maintain a culture that emphasizes integrity and accountability, and that reinforces the Company’s compensation philosophy. To implement this goal, the Board has adopted this executive compensation recovery policy (this “Policy”) that provides for the recoupment of Erroneously Awarded Compensation from Executive Officers of the Company in the event of an Accounting Restatement.
The Compensation Committee of the Board (if composed entirely of independent directors, or in the absence of such a committee, a majority of independent directors serving on the Board) (the “Committee”) shall administer this Policy. Any determinations made by the Committee shall be final and binding on all affected individuals. The Committee may recommend to the Board amendment or termination of this Policy from time to time in its discretion and, upon approval from the Board, may amend or terminate this Policy as it deems necessary subject to applicable law or regulatory requirements.
This Policy is designed to comply with Section 10D and Rule 10D-1 (collectively, “Rule 10D-1”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the listing standards of The Nasdaq Stock Market (the “Nasdaq”) and any other applicable rules or standards adopted by the Securities and Exchange Commission. The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. To the extent this Policy is in any manner inconsistent with Rule10D-1 or Nasdaq listing standards, this Policy shall be treated as retroactively amended to be compliant with such rules.
In the event the Company is required to prepare an Accounting Restatement, the Company will reasonably promptly recover the Erroneously Awarded Compensation Received in accordance with Rule 10D-1 and Nasdaq as follows:
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containing the amount of any Erroneously Awarded Compensation and a demand for repayment, return, reimbursement, or forfeiture of such Erroneously Awarded Compensation, as applicable.
The Company is not permitted to insure or indemnify any Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Policy. Further, the Company shall not enter into any agreements that exempts any Incentive-Based Compensation that is granted, paid or awarded to an Executive Officer from the application of this Policy or that waives the
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Company’s right to recovery of any Erroneously Awarded Compensation, and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date of this Policy).
Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company, whether arising under applicable law (including pursuant to Section 304 of the Sarbanes-Oxley Act of 2002), or pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal or equitable remedies available to the Company. The Committee may, in its discretion, and separate and apart from this Policy, seek to recoup amounts of excess compensation paid to any recipient in the event of misconduct by such person, including fraud, malfeasance or other conduct that would lead to a “for cause” termination of employment.
This Policy is effective as of the Effective Date and shall apply to Incentive-Based Compensation that is approved, awarded, or granted to Executive Officers on or after the Effective Date. Each Executive Officer may be required to sign and return to the Company the acknowledgment form attached hereto as Exhibit B, pursuant to which such Executive Officer agrees to be bound by the terms of, and comply with, this Policy. The Committee may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require an Executive Officer to agree to abide by the terms of this Policy. As of the Effective Date, this Policy shall supersede and replace any prior executive compensation recovery policy adopted by the Company.
December 2023
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EXHIBIT A*
Incentive-Based Compensation Examples
Incentive-Based Compensation |
NOT Incentive-Based Compensation |
▪ Bonuses or non-equity incentive plan or other cash awards earned based on a Financial Reporting Measure |
▪ Salaries |
▪ Bonuses paid from a “bonus pool,” the size of which is determined based on a Financial Reporting Measure |
▪ Bonuses paid solely at the discretion of the Committee or Board that are not paid from a “bonus pool” that is determined by satisfying a Financial Reporting Measure performance goal |
▪ Restricted shares, restricted share units, performance shares, performance units, stock options and stock appreciation rights that are granted or become vested based on a Financial Reporting Measure |
▪ Bonuses or other cash awards paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period |
▪ Proceeds received upon the sale of shares acquired through an incentive plan that were granted or vested based on a Financial Reporting Measure |
▪ Bonuses or non-equity incentive plan or other cash awards earned solely upon satisfying one or more strategic or operation measures |
▪ Salary increase earned based on a Financial Reporting Measure |
▪ Equity awards for which the grant is not contingent on any Financial Reporting Measure and vesting is contingent solely upon completion of a specified employment period and/or attaining one or more non-Financial Reporting Measures |
*This Exhibit A is intended to provide illustrative examples of what may be, or not be, considered Incentive- Base Compensation, and is not intended to provide an exhaustive list.
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EXHIBIT B
ACKNOWLEDGMENT FORM
Capitalized terms used but not otherwise defined in this Acknowledgment Form (this “Acknowledgment Form”) shall have the meanings ascribed to such terms in the Executive Compensation Recovery Policy of FreightCar America, Inc. (the “Policy”).
By signing this Acknowledgment Form, the undersigned acknowledges, confirms and agrees that the undersigned: (i) has received and reviewed a copy of the Policy; (ii) is and will continue to be subject to the Policy, and that the Policy will apply both during and after the undersigned’s employment with the Company; and (iii) will abide by the terms of the Policy, including, without limitation, by reasonably promptly returning any recoverable compensation to the Company as required by the Policy, as determined by the Committee in its sole discretion.
Sign: ________________
Name: _______________________
Date: ________________
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/18/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 12/1/23 | ||||
| List all Filings | ||||