José De Nigris
FreightCar AmericaAbout José De Nigris
Independent Class I director of FreightCar America (RAIL) since June 2022; age 52. Executive Vice President of Katcon Global USA, Inc.; long-standing board member at Katcon Global and director roles across Katcon subsidiaries (Luxembourg, Korea) and Managing Director of Wendt Automotive GmbH, bringing industrial manufacturing expertise. His current RAIL board term runs through the 2027 annual meeting; the Board has determined he is an independent director under Nasdaq and SEC rules. Directors then serving attended at least 75% of board and committee meetings in 2024; the Board met eight times in 2024.
Past Roles
- Not specifically disclosed beyond current Katcon/Wendt roles noted below.
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Katcon Global (parent) | Board Member | Since 2000 | Industrial manufacturing governance expertise |
| Katcon Global, SA (Luxembourg) | Director | Since 2009 | Oversees international subsidiary |
| Katcon Korea | Director | Since 2016 | Oversees Asia subsidiary |
| Wendt Automotive GmbH (Germany) | Managing Director | Since 2018 | Operational leadership in automotive components |
| Katcon Global USA, Inc. | Executive Vice President | Current | Senior operating executive in exhaust/after-treatment |
- No other public company directorships disclosed for Mr. De Nigris.
Board Governance
| Attribute | Details |
|---|---|
| Board class/term | Class I; term expires at 2027 annual meeting |
| Independence | Independent under Nasdaq Listing Rule 5605 and SEC rules |
| Committee assignments | Nominating & Corporate Governance Committee – Member |
| Committee activity (2024) | Nominating & Corporate Governance met 3 times; Audit met 5; Compensation met 5 |
| Attendance | Each director then serving attended ≥75% of Board/committee meetings in 2024; all attended the 2024 annual meeting |
| Board meetings | 8 meetings in 2024 |
- The Nominating & Corporate Governance Committee (of which he is a member) oversees ESG, governance policies and board composition; all members are independent.
- Audit Committee (not his committee) approves related-party transactions, an important control given the company’s related-party exposure (see “Conflicts” below).
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount ($) |
|---|---|
| Annual cash retainer | 51,291 |
| Committee chair fees | 0 (not a chair) |
| Meeting/attendance fees | 1,000 |
| Total cash fees (2024) | 52,291 |
Policy signals:
- Director compensation policy increased annual cash retainer to $55,000 (from $45,000) and annual equity grant value to $75,000 (from $65,000) effective May 1, 2024.
- Meeting fees were eliminated effective May 14, 2024 (previously $1,000 per committee meeting and $1,000 per board meeting beyond seven).
Performance Compensation (Non-Employee Director – 2024)
| Component | Detail |
|---|---|
| Annual equity (grant-date fair value) | $74,999 (restricted shares) |
| Shares granted in 2024 | 20,408 |
| Aggregate unvested stock awards at 12/31/24 | 20,408 |
| Vesting | RS fully vest on earlier of first anniversary or next annual meeting |
| Options/PSUs/Performance metrics | Not disclosed for directors; Company does not provide incentive-based non-equity compensation to directors |
Observations: His 2024 compensation mix skews to equity (RS) over cash, aligning director pay with shareholder outcomes through time-based vesting rather than performance metrics.
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Katcon Global and subsidiaries | Private/International | Board member/director | No RAIL related-party disclosures involving Katcon/De Nigris |
| Wendt Automotive GmbH | Private (Germany) | Managing Director | No disclosed RAIL related-party involvement |
- No other public company boards or disclosed interlocks with RAIL competitors/suppliers/customers for Mr. De Nigris.
Expertise & Qualifications
- Industrial manufacturing executive with international governance/operating roles (USA, Luxembourg, Korea, Germany), relevant to heavy industry and cross-border operations.
- Member of Nominating & Corporate Governance Committee, which oversees ESG/governance frameworks and independence assessments.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned shares (Record Date, 2025 proxy) | 73,147 |
| Approx. % of class | <1% (“*” in proxy) |
| Aggregate unvested stock awards (12/31/24) | 20,408 |
| Ownership guidelines | Directors must hold ≥3x annual cash retainer; as of 12/31/24, each non-executive director either exceeded or was in transition to comply |
| Pledging/hedging | Company maintains anti-hedging policy applicable to directors |
Conflicts and Related-Party Exposure (Context)
- No related-party transactions disclosed involving Mr. De Nigris. The proxy details significant related-party transactions with the Gil Family (steel fabrication, facility lease, supplies, trucking; $27.2M in 2024) and sales to a company minority-owned by the Board Chair ($0.885M), with the Audit Committee responsible for review/approval.
- Major shareholder/creditor (PIMCO affiliate) holds ~49.3% common; governance rights include a director designee/observer under warrant agreement (context for board dynamics; not tied to Mr. De Nigris).
Say‑on‑Pay & Shareholder Feedback (Context)
- 2025 Say‑on‑Pay passed: For 11,780,285; Against 367,658; Abstain 35,635; Broker non‑votes 3,480,529. Audit firm ratification passed strongly. These outcomes support current compensation governance overseen by the independent Compensation Committee.
Governance Assessment
- Strengths: Independent; consistent attendance expectations met at Board level; equity-heavy director pay that vests with service; subject to stock ownership guidelines; serves on Nominating & Corporate Governance overseeing ESG/governance policies.
- Alignment: Holds 73,147 shares with additional unvested RS; annual RS grants tie director wealth to share price over service horizon; anti-hedging policy in place.
- Conflicts/Red Flags: No related-party transactions disclosed for Mr. De Nigris; key related-party risks at the company (Gil Family and large holder designee rights) are overseen by the Audit Committee—not his committee. Continued vigilance is warranted; no attendance or Section 16 issues disclosed for him (2023 delinquency noted only for another individual).
Appendix: Director Compensation Table (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| José De Nigris Felán | 52,291 | 74,999 | 127,290 |
Breakdown of 2024 cash fees for Mr. De Nigris:
- Annual retainer: $51,291; Attendance fees: $1,000; Chair fees: $0.
Policy changes effective 2024:
- Retainer increased to $55,000; equity grant to $75,000; meeting fees eliminated effective May 14, 2024; directors receive no incentive-based non‑equity comp; no director pension/deferred comp plan.