DEF 14A of Tecnoglass Holdings Inc.
Filed Nov 8, 2024 · FY20230001493152-24-044257
Information About Directors, Nominees, Executive Officers and Significant Employees
Information About Directors, Nominees, Executive Officers and Significant Employees Our current directors and executive officers are as follows:
Information About Directors, Nominees, Executive Officers and Significant Employees
| Name | Age | Position | | José M. Daes | 65 | Chief Executive Officer and Director | | Christian T. Daes | 61 | Chief Operating Officer and Director | | Santiago Giraldo | 49 | Chief Financial Officer | | A. Lorne Weil | 78 | Non-Executive Chairman of the Board | | Luis Fernando Castro Vergara | 58 | Director | | Anne Louise Carricarte | 58 | Director | | Julio A. Torres | 58 | Director | | Carlos Alfredo Cure Cure | 80 | Director |
Information About Directors, Nominees, Executive Officers and Significant Employees
José M. Daes has served as our chief executive officer and a director since December 2013. Mr. Daes has over 40 years’ experience starting and operating various businesses in Colombia and the United States. Since 1983, he has led the Tecnoglass group, founded with his brother Christian Daes, our chief operating officer and a director. Mr. Daes has served as chief executive officer of C.I. Energia Solar S.A. E.S. Windows (“ES”) since its inception, responsible for all aspects of ES’s operations. Mr. Daes also co-founded Tecnoglass S.A. (“TG”). Mr. Daes is responsible for the continuous, ethical and responsible management and growth of our company. We believe Mr. Daes is well-qualified to serve as a member of our board of directors due to his operational experience with ES and TG, our operating subsidiaries, and his knowledge of the industry within which they operate. Christian T. Daes has served as our chief operating officer and a director since December 2013. Mr. Daes has served as the chief executive officer of TG since its inception in 1994. Mr. Daes leads the automation projects, which reduce the consumption of materials and increase the efficiency of our company, maintaining the highest safety standards for our workers and the entire international supply chain. Mr. Daes is the younger brother of Jose M. Daes, our Chief Executive Officer and a director. We believe Mr. Daes is well-qualified to serve as a member of our board of directors due to his operational experience with ES and TG and his knowledge of the industry within which they operate. Santiago Giraldo served as our deputy chief financial officer from February 2016 until August 2017 and has served as our chief financial officer since such time. He joined Tecnoglass with significant financial experience in capital markets, bank debt, derivatives, treasury, M&A and equity related transactions. Mr. Giraldo received a Business Administrator (cum laude) from Washburn University and holds an MBA with an emphasis in International Business and Finance from California State University at Pomona. A. Lorne Weil has served as our Non-Executive Chairman of the board of directors since our inception in September 2011. Mr. Weil is the Executive Chairman of Inspired Entertainment, Inc. and was the co-sponsor and founder of lnspired’s predecessor, Hydra Industries Acquisition Corp., and previously served as its Chairman and Chief Executive Officer from 2014 to December 2016. Mr. Weil has been a principal of Hydra Management, an investment vehicle he formed, since September 2014. Mr. Weil was also the Chairman of the Board of Scientific Games Corporation from October 1991 to November 2013, and was its Chief Executive Officer from April 1992 to November 2013. During his tenure, Scientific Games grew from under $50 million in annualized revenue to approximately $2 billion. Mr. Weil received a Bachelor of Commerce from the University of Toronto, an M.S. from the London School of Economics and an M.B.A. from Columbia University. We believe Mr. Weil is well-qualified to serve as a member of our board of directors due to his extensive business experience in strategic planning and corporate development, his contacts he has fostered throughout his career, as well as his operational experience. Luis Fernando Castro Vergara has served on our board of directors since November 2018. Since 2017, Mr. Castro Vergara has been serving as a fund manager of a private equity fund in the agroindustry sector and overseeing his investments in the construction, infrastructure and agroindustry sectors. Mr. Castro Vergara served as the Chief Executive Officer of Banco de Comercio Exterior de Colombia S.A., Colombia’s development bank, from 2013 to 2017. From 2007 to 2008 and 2012 to 2013, Mr. Castro Vergara was the General Manager of Agrodex International SAS, an import and marketing food company. From 2008 to 2012, he was the Regional Development Agency President of the Barranquilla Chamber of Commerce. Previously, he was General Manager of Provyser S.A., a commercialization and logistics services company in the food industry. He is on the board of directors of Unimed Pharmaceuticals Limited, where he also serves as member of the audit committee, and of Colombian companies Accenorte SAS and Devimed SAS. Mr. Castro Vergara received a B.S. from Fordham University, a B.S. from Columbia University and a M.B.A. from the Universidad de los Andes Bogota in Colombia. We believe Mr. Castro Vergara is well-qualified to serve as a member of our board of directors due to his contacts and business relationships and experience as an independent member on other boards. Anne Louise Carricarte has served on our board of directors since August 2022. Ms. Carricarte has over 35 years of experience in domestic and international marketing, sales, administration, and management. She is a business entrepreneur, executive consultant, and inspirational speaker skilled in motivation, training, negotiation, and in-depth team building. Ms. Carricarte is the Chief Executive Officer of Simple Results, Inc., a consulting company she founded in 2006, where she collaborates on multi-cultural projects between countries, generations, professions, and faiths in both the private and public sectors. Since 2004, Ms. Carricarte has served as an advisor to Grove Services, a farm-land asset management company, and Unity Groves, which provides ‘end-to-end’ produce distribution to major US food chains. She is also one of seven board members for Mathon Investments Corporation, a private fund that manages investments and provides lending services. From 1992 until she founded Simple Results, Ms. Carricarte was the Chief Operating Officer of Amedex Holding Insurance Companies/USA Medical and Chief Executive Officer of Amedex International, which provided health and life insurance products and related services to clients in Latin America and the Caribbean. We believe Ms. Carricarte is well-qualified to serve as a member of our board of directors due to her contacts and business relationships. Julio A. Torres has served on our board of directors since October 2011. He previously served as our co-Chief Executive Officer from October 2011 through January 2013. Since March 2008, Mr. Torres has served as Managing Director of Nexus Capital Partners, a private equity firm. From April 2006 to February 2008, Mr. Torres served with the Colombian Ministry of Finance acting as the general director of public credit and the treasury. From June 2002 to April 2006, Mr. Torres served as Managing Director of Diligo Advisory Group, an investment banking firm. From September 1994 to June 2002, Mr. Torres served as Vice President with JPMorgan Chase Bank. Mr. Torres has served on the board of directors of AST SpaceMobile, Inc., a company building the first space-based cellular broadband network accessible directly by standard mobile phones, since April 2021. Mr. Torres received a degree in systems and computer engineering from Los Andes University, an M.B.A. from Northwestern University and a M.P.A. from Harvard University. We believe Mr. Torres is well-qualified to serve as a member of our board of directors due to his operational experience with Nexus Capital Partners, his work with the Colombian government and his extensive contacts he has fostered while working at Nexus Capital Partners, JPMorgan Chase Bank and in the Colombian government.
Information About Directors, Nominees, Executive Officers and Significant Employees
Carlos Alfredo Cure Cure has served on our board of directors since September 2019. Mr. Cure Cure currently acts as external advisor to Grupo Olímpica, one of the largest multi-industry conglomerates in Colombia, and was the former Chairman of the board of directors of Ecopetrol S.A., the leading oil & gas company in Colombia, from September 2015 to March 2019. From 2011 to 2013, Mr. Cure Cure served as the Colombian Ambassador to Venezuela. Earlier in his carrier, Mr. Cure Cure was the Financial Manager of Cementos del Caribe, General Manager of Cementos Toluviejo, General Manager of Astilleros Unión Industrial, and Sociedad Portuaria de Barranquilla. Mr. Cure Cure has served as a board member of Avianca and Isagen, and is the former President of Bavaria S.A. Mr. Cure Cure earned a B.S. in Civil Engineering from Universidad Nacional de Colombia. We believe Mr. Cure Cure is well-qualified to serve as a member of our board of directors due to his leadership experience in other boards, contacts and business relationships in Colombia.
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Summary Compensation Table
Summary Compensation Table The following table summarizes the total compensation for the years ended December 31, 2023, 2022 and 2021, of each of our named executive officers.
Summary Compensation Table
| Name and principal position | Year | Salary | Bonus | Other | Total (1) | | Jose M. Daes (2) | 2023 | $2,940,000 | $1,029,000 | $- | $3,969,000 | | Chief Executive Officer | 2022 | $2,100,000 | $735,000 | $- | $2,835,000 | | | 2021 | $1,512,000 | $453,600 | $- | $1,965,600 | | Christian T. Daes (3) | 2023 | $2,940,000 | $1,029,000 | $- | $3,969,000 | | Chief Operating Officer | 2022 | $2,100,000 | $735,000 | $- | $2,835,000 | | | 2021 | $1,512,000 | $453,600 | $- | $1,965,600 | | Santiago Giraldo (4) | 2023 | $594,000 | $207,900 | $- | $801,900 | | Chief Financial Officer | 2022 | $440,000 | $154,000 | $- | $594,000 | | | 2021 | $189,162 | $47,634 | $- | $236,796 | | Carlos Amin (5) | 2023 | $225,000 | $- | $1,416,989 | $1,641,989 | | Vice President of Sales | 2022 | $200,000 | $- | $955,307 | $1,155,307 | | | 2021 | $317,676 | $- | $690,055 | $1,007,731 | | Samir Amin (6) | 2023 | $225,000 | $- | $1,416,989 | $1,641,989 | | Vice President of Operations and Logistics | 2022 | $200,000 | $- | $955,307 | $1,155,307 | | | 2021 | $165,000 | $- | $690,055 | $855,055 |
Summary Compensation Table
| (1) During the period covered by the table, we did not issue any stock awards, option awards, non-equity incentive plan compensation, or other compensation, nor did any of the named executive officers experience any change in pension value and nonqualified deferred compensation earnings. | | (2) Mr. Daes also serves as chief executive officer of ES. | | (3) Mr. Daes also serves as chief executive officer of TG. | | (4) Mr. Giraldo’s 2021 salary was paid in Colombian pesos. | | (5) Mr. Amin serves as vice president of sales. | | (6) Mr. Amin serves as vice president of operations and logistics. |
PAY VERSUS PERFORMANCE ANALYSIS
PAY VERSUS PERFORMANCE ANALYSIS
PAY VERSUS PERFORMANCE ANALYSIS
| | | | Average | Average | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1) | Summary Compensation Table Total for Non-PEO NEOs ($) (2) | Compensation Actually Paid to Non-PEO NEOs ($)(2)* | On Total Shareholder Return ($) | Peer Group Total Shareholder Return | Net Income ($) | Operating Income | | 2023 | 3,969,000 | 3,969,000 | 2,385,450 | 2,385,450 | 712.03 | 68.51 | 183,000,000 | 259,804,000 | | 2022 | 2,835,000 | 2,835,000 | 1,714,500 | 1,714,500 | 475.00 | 104.65 | 156,412,000 | 226,415,000 | | 2021 | 1,965,600 | 1,965,600 | 1,101,198 | 1,101,198 | 399.35 | 148.82 | 68,428,000 | 116,985,000 |
PAY VERSUS PERFORMANCE ANALYSIS
| (1) For each of the years presented in the table, our principal executive officer (PEO) is our Chief Executive Officer, Jose M. Daes. |
PAY VERSUS PERFORMANCE ANALYSIS
| (2) For each of the years presented in the table, our non-principal executive officers (non-PEOs) are Christian T. Daes and Santiago Giraldo. |
PAY VERSUS PERFORMANCE ANALYSIS
Compensation Arrangements with Named Executive Officers On February 28, 2024, our compensation committee recommended, and on February 29, 2024 our Board approved, the following compensation arrangements for 2024 for each of Messrs. Daes, Daes, and Giraldo: (i) with respect to each of Messrs. Daes and Daes, a base salary of $3,292,800 plus a bonus of up to $1,152,480; and (ii) with respect to Mr. Giraldo, a base salary of $665,280 and a performance bonus of up to $232,848 per year. Each of the bonuses will be based on our 2023 financial performance and achievement of certain to-be-agreed upon targets throughout the year. Pay Ratio Disclosures The following pay ratio information is provided in accordance with the requirements of Item 402(u) of Regulation S-K of the Exchange Act. For fiscal 2023, the Company’s last completed fiscal year:
PAY VERSUS PERFORMANCE ANALYSIS
| ● | the median of the annual total compensation of all employees of the Company (other than the Chief Executive Officer) was $4,579; and | | ● | the annual total compensation of the Company’s Chief Executive Officer, Jose M. Daes, was $3,969,000. |
PAY VERSUS PERFORMANCE ANALYSIS
Based on this information, the ratio for 2023 of the annual total compensation of the Chief Executive Officer to the median of the annual total compensation of all employees is 868 to 1. The following steps were taken to determine the annual total compensation of the median employee and the Chief Executive Officer:
PAY VERSUS PERFORMANCE ANALYSIS
| ● | As of December 31, 2023, the employee population consisted of approximately 8,531 individuals, including full time, part time, temporary, and seasonal employees employed on that date. This date was selected because it aligned with calendar year end and allowed identification of employees in a reasonably efficient manner. | | ● | For purposes of identifying the median employee from our employee population base, wages from our internal payroll records for the twelve-month period ended December 31, 2023, were used. These wages were consistent with amounts reported to taxation authorities for fiscal 2022. Consistent with the calculation of the Chief Executive Officer’s annual compensation, other elements of employee compensation were considered and added, if applicable when calculating the annual total compensation for all employees. | | ● | In addition, the compensation of approximately 1,250 full time or part time employees who were hired during 2023 and employed on December 31, 2023, was annualized. No full-time equivalent adjustments were made for part time employees, of which there were approximately 172. | | ● | The median employee was identified using this compensation measure and methodology, which was consistently applied to all employees. The amounts reported in the 2023 Summary Compensation Table for named executive officers was used for the total annual compensation of the Chief Executive Officer. The salary amount reported in this table was annualized to reflect a full year’s compensation for the purpose of calculating the pay ratio disclosure. |
Potential Payments Upon Termination or Change-in-Control
Potential Payments Upon Termination or Change-in-Control As of December 31, 2023, none of our executive officers are entitled to payments or the provision of other benefits such as perquisites and health care benefits in connection with a termination or change-in-control.
Director Compensation
Director Compensation Each of our non-employee directors receives cash compensation of $63,063 each year. Additionally, our chairman of the Audit Committee and each other member of our Audit Committee receives additional cash compensation of $22,051 and $11,007, respectively, for serving on our Audit Committee. Non-employee directors do not receive cash compensation for their service. The Company has not granted any stock awards, option awards, non-equity incentive plan compensation, or any other compensation to our directors, nor has any director experienced any change in pension value or nonqualified deferred compensation earnings. The following table summarizes the compensation of our non-employee directors for the year ended December 31, 2023.
Director Compensation
| Name | Fees earned or paid in cash | Stock Awards | Total | | Carlos Cure | $128,180 | - | $128,180 | | Luis Fernando Castro Vergara | $113,539 | - | $113,539 | | Julio A. Torres | $100,838 | - | $100,838 | | A. Lorne Weil | $88,180 | - | $88,180 | | Anne Louise Carricarte | $113,539 | - | $113,539 |
Director Compensation
To date, we have not compensated our directors with stock awards, option awards, non-equity incentive plan compensation, pension value, nonqualified deferred compensation earnings or other compensation. Compensation Committee Interlocks and Insider Participation No person who served as a member of the compensation committee of our board of directors during the last completed fiscal year, indicating each committee member (a) was, during the fiscal year, an officer or employee of ours; (b) was formerly an officer of the registrant; or (c) had any relationship requiring disclosure by us under any paragraph of Item 404 of Regulation S-K. We do not have any of the relationships described in Item 407(e)(4)(iii) that would require disclosure by us pursuant thereto.
Fundacion Tecnoglass-ESWindows
Fundacion Tecnoglass-ESWindows Fundacion Tecnoglass-ESWindows is a non-profit organization set up by the Company to carry out social causes in the communities around where we operate. During the year ended December 31, 2023, we made charitable contributions of $3.3 million to the organization.