Juan Carlos Fuentes
FreightCar AmericaAbout Juan Carlos Fuentes
Juan Carlos Fuentes Sierra is Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) of FreightCar America (RAIL). He joined the company in February 2022 as Operations Controller and was promoted to Corporate Controller and CAO in April 2022; he continues to serve in this role and signs SEC filings as Principal Accounting Officer . He holds a bachelor’s degree in accounting and an MBA from the Monterrey Institute of Technology and Higher Education and is a Certified Public Accountant; prior roles include Internal Audit, SOX Compliance, and Controllership across international postings . At the company level, FY 2024 revenue was $559.4M and EBITDA was $39.5M*, while net income was -$75.8M*, reflecting ongoing losses despite revenue growth; the proxy “pay vs performance” table shows a 2024 value of $243 for an initial $100 TSR benchmark, indicating strong stock appreciation through 2024 relative to prior years .
Values with an asterisk are retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GrafTech International Ltd | Director of Internal Audit and SOX Compliance | 2014–2019 | Built SOX program and internal audit capabilities for a global industrial materials business . |
| Various companies (international) | Internal Audit, SOX Compliance, Controllership roles | 2007–2014 | Multi-jurisdictional controls and financial reporting leadership, foundational for CAO responsibilities . |
External Roles
- No external public-company directorships or outside roles are disclosed in the company’s 2024–2025 proxy materials; executive officer listings do not indicate external board positions for Fuentes .
Fixed Compensation
- Individual base salary, target bonus, and paid bonus for Fuentes are not disclosed; he is not a Named Executive Officer (NEO) in the company’s 2024–2025 proxy statements, which present compensation detail for the CEO, CFO, CCO, and former CEO .
- Company practice: base salaries for executives are benchmarked and reviewed annually by the Compensation Committee with independent consultant input; examples and methodology are detailed for NEOs (illustrative of the broader program design) .
Performance Compensation
2024 annual incentive plan design (NEO program; CAO participation not disclosed). This shows the performance levers and payout calibration used at the company level:
| Metric | Weight | Target | Actual vs Target | Payout Factor | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA | 31.7% | Budgeted FY24 | 190% of target | Contributed to 139.7% overall payout | Cash bonus for FY performance . |
| Sales (Revenue) | 31.7% | Budgeted FY24 | 20% of target | Contributed to 139.7% overall payout | Cash bonus for FY performance . |
| Operating Cash Flow | 31.7% | Budgeted FY24 | 200% of target | Contributed to 139.7% overall payout | Cash bonus for FY performance . |
| Safety | 5% | Internal safety goals | 200% of target | Contributed to 139.7% overall payout | Cash bonus for FY performance . |
- LTIP structure (plan-level): options and time-based restricted shares are used; NEO awards in 2024 were split ~50% options / ~50% restricted shares; RS vest on 3rd anniversary, options vest 1/3 annually starting year 1; minimum one‑year vesting on awards under 2022 LTIP .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Individual beneficial ownership | Not individually disclosed for Fuentes in the ownership table; however, he is included within “all directors and executive officers as a group (13 persons)” which owned 6,248,082 shares (28.7%) as of the 2025 record date . |
| Ownership guidelines | The company maintains stock ownership guidelines applicable to officers and directors; NEOs met or were in transition as of year-end (NEO-specific status disclosed) . |
| Hedging/pledging | Insider Trading Policy prohibits short sales, hedging, and holding in margin/pledging without prior written consent; trades require preclearance for Insiders (officers/directors) . |
| Insider trading patterns | Attempted to fetch Form 4 transactions for “Fuentes” (CAO) but could not access insider-trades API (authorization error). No recent Form 4 analysis can be provided from this session. |
Employment Terms
- Role and tenure: Operations Controller (Feb 2022), promoted to Corporate Controller and Chief Accounting Officer (Apr 2022); serves as Principal Accounting Officer signing SEC filings (e.g., Q3 2025 10-Q) .
- Clawback policy: Adopted in 2023 under SEC Rule 10D; recovery of erroneously awarded incentive compensation is mandated upon an accounting restatement (applies to covered executive officers) .
- Severance/CIC framework: The company’s Executive Severance Plan provides for 12 months’ salary continuation, average-bonus payout, and 12 months’ health coverage for Participants terminated without cause or for good reason; after a Change in Control, non‑comparable terms qualify as good reason. Participation is for executives designated by the company; Fuentes’s participation is not disclosed .
- LTIP CIC protection: Double-trigger vesting if awards are assumed and a Qualifying Termination occurs post‑CIC; single-trigger if awards are not assumed .
- Restrictive covenants: The LTIP permits forfeiture/clawback for breaches of non‑compete/non‑solicit/confidentiality in award agreements; NEO offer letters include non‑compete/non‑solicit terms, indicating company practice, though Fuentes’s specific agreement is not disclosed .
Company Performance Context (for alignment assessment)
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $364.8M | $358.1M | $559.4M |
| EBITDA | ($5.8M)* | $18.1M* | $39.5M* |
| Net Income - (IS) | ($38.8M)* | ($23.6M)* | ($75.8M)* |
| EBITDA Margin % | -1.60%* | 5.06%* | 7.06%* |
| Cash from Operations | $11.5M* | $4.8M | $44.9M |
Values with an asterisk are retrieved from S&P Global.
Notes: The company delivered strong operating cash flow and higher EBITDA in 2024 but remained loss-making at the net income level; 2024 annual incentive metrics and payout reflect emphasis on EBITDA and cash generation .
Investment Implications
- Incentive levers and discipline: Company-wide annual incentives hinge on EBITDA and operating cash flow, with a 139.7% payout in 2024 driven by strong cash generation and EBITDA despite under-target sales; this aligns CAO priorities with capital discipline and financial rigor .
- Retention and governance: As Principal Accounting Officer with deep SOX/Internal Audit pedigree, Fuentes is critical to internal controls and reporting quality; the 2023 clawback and strict insider trading policy (including anti-hedging/pledging) enhance alignment and reduce governance risk .
- Equity and selling pressure: Individual equity holdings and Form 4 activity for Fuentes are not disclosed/accessible here; absence of granular insider data limits read-through on near-term selling pressure. The group-level 28.7% insider/management ownership indicates substantial aggregate alignment but is not specific to Fuentes .
- Change-in-control economics: Executive Severance Plan terms indicate standard 12-month pay/benefit protections for designated Participants and double-trigger equity vesting under the LTIP—balanced retention with shareholder safeguards; Fuentes’s plan participation status is not disclosed .
Overall, Fuentes brings strong controls expertise during a period focused on EBITDA and cash conversion; policy architecture (clawback, anti-hedge/pledge) is shareholder-friendly. Lack of individual comp and ownership detail limits precision on personal alignment and vesting/sale overhang, warranting monitoring of future proxies and Form 4 filings for updated insight .