DEF 14A of Tecnoglass Holdings Inc.
Filed Nov 28, 2025 · FY20240001493152-25-025221
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 | | Jon Paul “JP” Pérez | 41 | Director | | 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. Jon Paul “JP” Pérez has served on our board of directors since February 2025. Mr. Pérez has served as President of Related Group, a leading Florida-based developer specializing in sophisticated metropolitan living and one of the country’s largest real estate conglomerates, since October 2020. Since joining Related Group in 2012, he has overseen the development of thousands of market-rate rental and luxury condominium units. Prior to his tenure at Related Group, Mr. Pérez worked for The Related Companies of New York from 2007 to 2012, where he managed all facets of the development process for over 900 units, including financial modeling, design programming, and construction management. Additionally, he is a board member of Big Brothers Big Sisters of Miami, advisory board member of SEO Scholars Miami and actively participates as a United Way Young Leader. Mr. Pérez holds a B.S. in Business Administration from the University of Miami and an MBA from the Kellogg School of Management at Northwestern University. We believe Mr. Pérez is well-qualified to serve as a member of our board of directors due to his contacts and business relationships and experience as a member on other boards. 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, 2024, 2023 and 2022, of each of our named executive officers.
Summary Compensation Table
| Name and principal position | Year | Salary | Bonus | Other | Total (1) | | Jose M. Daes (2) | 2024 | $3,292,800 | $1,152,480 | $- | $4,445,280 | | Chief Executive Officer | 2023 | $2,940,000 | $1,029,000 | $- | $3,969,000 | | | 2022 | $2,100,000 | $735,000 | $- | $2,835,000 | | Christian T. Daes (3) | 2024 | $3,292,800 | $1,152,480 | $- | $4,445,280 | | Chief Operating Officer | 2023 | $2,940,000 | $1,029,000 | $- | $3,969,000 | | | 2022 | $2,100,000 | $735,000 | $- | $2,835,000 | | Santiago Giraldo | 2024 | $665,280 | $232,848 | $- | $898,128 | | Chief Financial Officer | 2023 | $594,000 | $207,900 | $- | $801,900 | | | 2022 | $440,000 | $154,000 | $- | $594,000 | | Carlos Amin | 2024 | $225,000 | $- | $1,426,545 | $1,651,545 | | Vice president of Sales | 2023 | $225,000 | $- | $1,416,989 | $1,641,989 | | | 2022 | $200,000 | $- | $955,307 | $1,155,307 | | Samir Amin | 2024 | $225,000 | $- | $1,426,545 | $1,651,545 | | Vice president of Operations and Logistics | 2023 | $225,000 | $- | $1,416,989 | $1,641,989 | | | 2022 | $200,000 | $- | $955,307 | $1,155,307 |
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. |
Summary Compensation Table
Compensation Arrangements with Named Executive Officers On December 9, 2024, our compensation committee recommended, and on February 24, 2025, our Board approved, the following compensation arrangements for 2025 for each of Messrs. Daes, Daes, and Giraldo: (i) with respect to each of Messrs. Daes and Daes, a base salary of $3,822,080 plus a bonus of up to $1,248,832; and (ii) with respect to Mr. Giraldo, a base salary of $731,808 and a performance bonus of up to $292,723 per year. Each of the bonuses will be based on our 2025 financial performance and achievement of certain to-be-agreed upon targets throughout the year. Risk Management as related to our Compensation Policies and Practices Our compensation committee regularly convenes and confers with management regarding our policies and practices of compensating employees, including non-executive officers, as they relate to risk management practices and risk-taking incentives. Our compensation committee has determined, and our management agrees, that our current compensation policies and practices for employees are not reasonably likely to have a material adverse effect on us. Policies and Practices for Granting certain Equity Awards As noted below, we have not granted any share options, share appreciation rights or any other awards under long-term incentive plans. We do not currently have any plans to issue any such award. If and when we begin issuing such awards, our compensation committee will determine how the board determines when to grant such awards (for example, whether such awards are granted on a predetermined schedule); and whether the board or compensation committee takes material nonpublic information into account when determining the timing and terms of such an award, and, if so, how the board or compensation committee takes material nonpublic information into account when determining the timing and terms of such an award. In any event, we will take precautions reasonably designed to ensure we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Pay Versus Performance
Summary Compensation Table
| | Summary | | Average Summary | Average | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1) | Compensation Table Total for Non-PEO NEOs ($) (2) | Compensation Actually Paid to Non-PEO NEOs ($)(2)* | On Total Shareholder Return ($) | Peer Group Total Shareholder Return | Net Income ($) | Operating Income | | 2024 | 4,445,280 | 4,445,280 | 2,671,704 | 2,671,704 | 311,85 | 121,82 | 161,309,000 | 227,001,000 | | 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 |
Summary Compensation Table
(1) For each of the years presented in the table, our principal executive officer (PEO) is our Chief Executive Officer, Jose M. Daes. (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 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 2024, the Company’s last completed fiscal year:
Summary Compensation Table
| ● | the median of the annual total compensation of all employees of the Company (other than the Chief Executive Officer) was $5,242; and | | ● | the annual total compensation of the Company’s Chief Executive Officer, Jose M. Daes, was $4,445,280. |
Summary Compensation Table
Based on this information, the ratio for 2024 of the annual total compensation of the Chief Executive Officer to the median of the annual total compensation of all employees is 848 to 1. The following steps were taken to determine the annual total compensation of the median employee and the Chief Executive Officer:
Summary Compensation Table
| ● | As of December 31, 2024, the employee population consisted of approximately 9,837 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, 2024, were used. These wages were consistent with amounts reported to taxation authorities for fiscal 2023. 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 2,622 full time employees who were hired during 2024 and employed on December 31, 2024, was annualized. We had no part time employees. | | ● | The median employee was identified using this compensation measure and methodology, which was consistently applied to all employees. The amounts reported in the 2024 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. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End As of December 31, 2024, we had not granted any share options, share appreciation rights or any other awards under long-term incentive plans to any of our executive officers.
Pension Benefits
Pension Benefits As of December 31, 2024, we had not granted any pension benefits to any of our executive officers.
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans As of December 31, 2024, we did not have any nonqualified defined contribution or other nonqualified deferred compensation plans.
Potential Payments Upon Termination or Change-in-Control
Potential Payments Upon Termination or Change-in-Control As of December 31, 2024, 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 $84,585 each year. Additionally, our chairman of the Audit Committee and each other member of our Audit Committee receives additional cash compensation of $44,800 and $14,177, respectively, for serving on our Audit Committee. Our Chairman of the Compensation Committee and our Chairman of the Nominating & Governance Committee receive a compensation of $ 28,402. Employee directors do not receive cash compensation for their service as directors. The following table summarizes the compensation of our non-employee directors for the year ended December 31, 2024.
Director Compensation
| Name | Fees earned or paid in cash | Stock Awards | Total | | Carlos Cure | $143,562 | - | $143,562 | | Luis Fernando Castro Vergara | $127,164 | - | $127,164 | | Julio A. Torres | $112,939 | - | $112,939 | | A. Lorne Weil(2) | $112,939 | - | $112,939 | | Anne Louise Carricarte | $127,164 | - | $127,164 |
Director Compensation
| (1) 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. | | (2) Mr. Weil resigned as a director effective December 30, 2024. |
Director 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 years ended December 31, 2024, 2023, and 2022, we made charitable contributions for $3.4 million, $3.3 million, and $1.6 million respectively.