Jesús Gil Benavides
FreightCar AmericaAbout Jesús Salvador Gil Benavides
Jesús Salvador Gil Benavides, 61, has served as a director of FreightCar America since October 2020 and was previously Vice President of Operations from October 2020 to January 2024. He holds a master’s degree in electrical engineering from Washington University (1988), a bachelor’s in electronic engineering from Instituto Tecnológico de Monterrey (1986), and completed IPADE’s AD-2 executive program in 2018; he is designated to the Board under an Investor Rights Agreement and is classified by the Board as not independent due to related-person transactions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FreightCar America, Inc. (RAIL) | Vice President of Operations | Oct 2020 – Jan 2024 | Led operations; deep railcar manufacturing experience |
| Grupo Industrial Monclova, S.A. de C.V. | Various executive roles; Board member | 2005 – 2017 | Board-level oversight in metal fabrication, railcar manufacturing, energy |
| Trinity Industries de México | Plant Manager (Monclova); General Manager (Monclova–Sabinas) | 1997 – 2005 | Operational leadership in railcar manufacturing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Grupo Industrial Monclova, S.A. de C.V. | Board Member | 2005 – 2017 | Industrial conglomerate (railcar, offshore platforms, mining, gases, energy) |
Board Governance
- Board class: Class II director; nominated pursuant to an Investor Rights Agreement with Fasemex/Agben; initially appointed Oct 23, 2020 .
- Committee assignments: Not a member of Audit, Compensation, or Nominating & Corporate Governance Committees (no committee roles/chairs) .
- Independence: Board-determined not independent due to related-person transactions .
- Attendance: Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings and attended the 2024 annual meeting .
- Shareholder vote signal (2025 Annual Meeting, Item 5.07 8‑K): Gil Benavides received 11,304,384 votes for and 878,956 withheld; Say‑on‑Pay passed 11,780,285 for, 367,658 against, 35,635 abstentions; auditor ratification passed (15,626,022 for) .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer (2024 actual paid) | $47,541 | Legacy/partial-year amounts pre-policy increase |
| Committee Chair Fees | $0 | No chair roles |
| Meeting Fees | $0 | Meeting fees eliminated effective May 14, 2024 |
| Director Compensation Policy (effective May 1/14, 2024) | Cash retainer $55,000; Equity grant $75,000 | Applies to non-employee directors |
Performance Compensation
| Instrument | Grant Date | Number of Shares | Grant-Date Fair Value | Vesting/Performance Metrics |
|---|---|---|---|---|
| Restricted Shares (2024) | 2024 | 20,408 | $74,999 | Time-based; vests at earlier of 1-year or next annual meeting; directors have no performance-based metrics |
Directors at RAIL do not receive performance-based equity (no PSUs) or non-equity incentive awards; annual restricted share grants are time-based and not tied to operational/TSR metrics .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Fasemex México (Fabricaciones y Servicios de México, S.A. de C.V.) | Gil family-owned; supplier; ~10.6% holder (Dec 31, 2024) | Extensive transactions; Steel fabrication services; rent for manufacturing facility |
| Agben de México, S.A. de C.V. | Gil Benavides controls 99% | Ownership interests overlap with supplier ecosystem |
| Gil Family entities (DI, METJ; facility lessors) | Materials/safety supplies; trucking; facility lessors | Related-party exposure; governance oversight via Audit Committee |
Expertise & Qualifications
- 30+ years in metal fabrication; 20+ years in railcar manufacturing .
- Education: MS Electrical Engineering (Washington University, 1988); BS Electronic Engineering (Instituto Tecnológico de Monterrey, 1986); IPADE AD‑2 (2018) .
- Board qualification: industry-specific operational expertise in railcar manufacturing .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Breakdown/Notes |
|---|---|---|---|
| Jesús Salvador Gil Benavides | 1,322,818 | 6.9% | 366,202 direct; 640,603 deemed via 33% of Fasemex México’s 1,941,221; 316,013 via Agben de México (99% owned) |
| Alejandro Gil Benavides (related) | 2,121,221 | 11.1% | Includes 1,941,221 via Fasemex México; 180,000 direct |
- Director stock ownership guideline: ≥3× annual cash retainer; directors met or were in transition to meet guidelines as of Dec 31, 2024 .
- Insider Trading Policy prohibits hedging, short sales, margin accounts, and pledging of Company securities by directors .
Related-Party Transactions (Conflict Indicators)
| Period | Payments to Gil Family (USD) | Notes |
|---|---|---|
| FY 2024 | ~$27,214,000 | Steel fabrication, facility rent/security deposits, materials/safety supplies, trucking, royalties |
| Q3 2025 (three/nine months) | $6,109 / $17,025 | Related-party spend; payables to Gil Family $4,442 at 9/30/2025 |
Audit Committee approves and oversees related-party transactions per charter .
Governance Assessment
- Independence and conflicts: Not independent due to extensive related-party dealings; designated director under Seller Investor Rights Agreement; Gil Family is both significant shareholder and major counterparty—material conflict potential; requires robust Audit Committee oversight and transparent pricing/terms disclosure .
- Committee effectiveness: No committee membership or chair roles; limits direct oversight influence at Audit/Compensation/Nominating committees .
- Engagement and attendance: Met minimum attendance expectations; Board met 8 times in 2024; all directors ≥75% attendance and attended annual meeting—baseline engagement .
- Ownership alignment: Significant beneficial ownership (6.9%) aligns interests with shareholders but amplifies conflict risk due to supplier/lessor ties .
- Policy safeguards: Anti-hedging/pledging policy in place; director ownership guidelines enforced; LTIP prohibits repricing; double-trigger change-in-control; director comp capped annually—positive governance practices .
- Shareholder sentiment: 2025 re-election support strong; Say-on-Pay passed decisively—signals investor tolerance of governance structure but continued monitoring warranted given related-party scale .
RED FLAGS
- Not independent; designated by Seller under Investor Rights Agreement .
- Material recurring related-party payments to Gil Family entities (>$27M in 2024) for core manufacturing and facility lease arrangements .
- Family member is current Board observer; additional governance influence outside formal voting structure .
- Director lacks committee roles; reduced accountability within key oversight committees .