On 28 October, Consejeros reported that in the first nine months of 2026, Ferrovial had managed to increase its adjusted EBITDA on a comparable basis by 21.8% to €1.21 billion, mainly thanks to its highways in the United States [1]. According to the U.S. Bureau of Economic Analysis (BEA), in 2025, European investors represented 50.2% of all new foreign direct investment in the country [2].
When the U.S. shifts from being a sales market to a significant part of the income statement, the nature of the decision also changes: who runs the company in the U.S.? For years, it was a general management appointment; after a certain weight, it is a matter that the board should not postpone.
Why It Is a Board Matter
The Technical Guide 1/2019 of the National Securities Market Commission (CNMV) on Appointment and Remuneration Committees lists the examination and organisation of the succession of the CEO and senior management as one of its functions, and it is considered good practice for the committee to be informed of the succession plans of senior management before they are approved [3]. If the U.S. division represents a significant part of the results, its top manager is practically part of that senior management team, regardless of what the organisational chart says.
There is also a risk. The person in charge in the U.S. deals with customers, regulators, and unions in a different legal context, manages a workforce with different expectations, and faces a highly competitive job market. A mistake in this appointment could take years to correct and damage the group's reputation in one of its fastest-growing markets.
When the Board Should Intervene
The board does not have to lead the search but should establish the profile and criteria in advance, not just approve the name at the end. There are three key moments.
The first, when approving the investment or acquisition in the U.S. At that moment, the question should be raised: who will lead it, with what scope, and what happens if they leave?
The second, when defining the profile. The appointments committee can request the job description and salary proposal before the search is opened.
The third, in the final decision, with at least one board member who has interviewed the finalists.
Expat Executive or Local Profile
Send a trusted executive from Spain or hire an American executive?
The expat executive knows the culture, processes, and the people who make decisions at headquarters. It is a good solution if the acquisition needs to be integrated or technology transferred. The cost is relocation, the waiting period for immigration, and a learning curve on U.S. regulations and business practices.
The local hire has the networks, customer knowledge, and labour market insight from day one. The risk is the opposite: not knowing how decisions are made at the parent company and clashing with it in the first year.
The board does not have to decide in the abstract. But it should ask management to explain what the subsidiary needs in the next three years and what profile best fits those needs.
Remuneration, No Surprises
Expectations for the remuneration of a senior executive in the U.S. are different: fixed salary, annual bonus, and at the highest level, long-term incentive, in addition to benefits such as health insurance. The remuneration committee should know the market benchmarks before starting negotiations with the preferred candidate and decide how that package fits with those of other executives at the same level in Spain.
Fit in the Group's Corporate Governance
Finally, the board must ensure that the position has defined reporting lines: to whom the U.S. manager reports, what can be approved without involving Madrid, and how the board is informed of the subsidiary's progress. The six-hour difference with the East Coast leaves a narrow window for decision-making; it is not worth wasting it on reports.
The example of Ferrovial shows the weight that the U.S. market can have on the accounts of a Spanish group. Precisely for this reason, who leads the subsidiary is no longer just a management issue.
Sources (consulted 2026-10-30)
- Consejeros, "Ferrovial increases its EBITDA by 21.8% thanks to the boost from the business in the United States", 28 Oct 2026. https://consejeros.es/mercados/ibex-35/c/ferrovial-impulsa-su-ebitda-un-21-8-gracias-al-empuje-del-negocio-en-estados-unidos/
- U.S. Bureau of Economic Analysis, "New Foreign Direct Investment in the United States, 2025", 10 Jun 2026. https://www.bea.gov/news/2026/new-foreign-direct-investment-united-states-2025 (Europe: 116,600 M$, 50.2%)
- CNMV, Technical Guide 1/2019, Appointment and Remuneration Committees, 20 Feb 2019 (section 6, verified in the PDF). http://www.cnmv.es/DocPortal/Legislacion/Guias-Tecnicas/Guiatecnica_2019_1.pdf; see also Code of Good Governance for Listed Companies (rev. June 2020), https://www.cnmv.es/DocPortal/Publicaciones/CodigoGov/CBG_2020.pdf
