Celia Perez
FreightCar AmericaAbout Celia Perez
Celia R. Perez is Vice President, General Counsel and Corporate Secretary of FreightCar America (RAIL). She has served in this role since August 2022 and was interim Vice President of Human Resources from March 2023 to January 2024; she is 38 years old as of the 2025 proxy record date and holds a BA from Northwestern University and a JD from The George Washington University Law School . As Corporate Secretary, Perez executes governance responsibilities including signing and issuing proxy materials and 8-K filings on behalf of the company . Company incentive programs are tied to adjusted EBITDA, sales, operating cash flow, and safety metrics, and governance practices include clawbacks, anti-hedging/pledging, and stock ownership guidelines for officers and directors, aligning executive pay with performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FreightCar America (RAIL) | Interim Vice President of Human Resources | Mar 2023 – Jan 2024 | Led HR during transition; continued corporate governance duties as GC/Corporate Secretary |
| Fortune Brands Home & Security / Fortune Brands Innovations | Legal roles of increasing responsibility | Aug 2018 – Aug 2022 | Supported M&A and complex commercial transactions across business units |
| Private law firms | Associate attorney (M&A and complex commercial transactions) | 2012 – 2018 | Executed deal work and commercial agreements in corporate practice |
External Roles
No public company directorships or external board roles disclosed for Perez in the Executive Officers section of the proxy .
Fixed Compensation
Not disclosed. Perez is not listed as a Named Executive Officer (NEO) in the 2025 proxy; the Summary Compensation Table covers Randall, Tonn, Riordan, and Meyer (former CEO) .
Performance Compensation
Company-wide incentive design (for executives) is performance-linked:
- Annual cash incentives use adjusted EBITDA, sales, operating cash flow, and safety goals; payouts vary with objectively determinable Company performance .
- Clawback policy (Section 10D) enables recoupment of erroneously awarded compensation; incentive equity awards include forfeiture/clawback for restrictive covenant breaches .
- Anti-hedging and anti-pledging policy prohibits hedging and holding Company securities in margin accounts/pledging without prior written consent of the General Counsel; insiders must preclear transactions .
Specific incentive metrics, targets, weightings, payouts, and vesting terms for Perez are not disclosed .
Equity Ownership & Alignment
| Category | Shares/Status | Notes |
|---|---|---|
| Directors and executive officers as a group (13 persons) | 6,248,082 shares; 28.7% of class | Group total includes Celia Perez and Juan Carlos Fuentes Sierra |
| Stock ownership guidelines (Directors) | Minimum 3x annual cash retainer | As of Dec 31, 2024, all non-executive directors met or were in transition to comply |
| Stock ownership guidelines (Officers/NEOs) | Officers and directors subject to guidelines; NEOs must hold at least the aggregate number of shares awarded over trailing 3 years | As of Dec 31, 2024, each NEO met or was in transition to comply; officers and directors are covered by guidelines |
| Hedging/Pledging | Prohibited without prior written consent; margin accounts/pledging disallowed | Applies to insiders (directors, NEOs, Section 16 officers); preclearance required |
No individual beneficial ownership breakdown for Perez is disclosed beyond inclusion in the group totals .
Employment Terms
- Executive Severance Plan details are disclosed for other executives (CEO, CFO, CCO), including non-compete and non-solicit durations and change-in-control severance modifications in 2025; Perez’s specific employment agreement or severance terms are not disclosed .
- Company insider trading policy governs Perez’s trading activity: prohibits short sales, options trading (outside LTIP), hedging, pledging/margin, and requires transaction preclearance with the General Counsel .
Governance and Shareholder Signals
| Item | Result |
|---|---|
| 2025 Say‑on‑Pay (Proposal 2) | For: 11,780,285; Against: 367,658; Abstain: 35,635; Broker Non‑Votes: 3,480,529 |
| 2025 Auditor Ratification (Proposal 3) | For: 15,626,022; Against: 26,037; Abstain: 12,048 |
| 2025 Proxy issuance/signature | Notice and proxy issued by Celia R. Perez as VP, General Counsel & Corporate Secretary |
Investment Implications
- Alignment and risk: Perez operates under robust governance constraints—clawbacks, anti-hedging/pledging, and stock ownership guidelines—supporting alignment and reducing hedging/pledging-related red flags .
- Data gaps: As a non-NEO, individual pay mix, targets, and award schedules for Perez are not disclosed, limiting direct pay‑for‑performance assessment; investors should monitor future proxies or Form 4 filings for equity award and trading dynamics .
- Governance execution: Frequent Corporate Secretary signatory roles and clean shareholder outcomes (2025 say‑on‑pay approval) suggest stable governance processes during Perez’s tenure .
- Watch items: Related party transactions with the Gil family are significant at the company level and warrant ongoing governance oversight; while not tied to Perez individually, legal and governance functions are central to mitigation .