Moisés Naím
AESAbout Moisés Naím
Moisés Naím is an independent director of AES since 2013. He is 72, holds a B.A. from Universidad Metropolitana (Caracas) and an M.S. and Ph.D. from MIT. A distinguished fellow at the Carnegie Endowment for International Peace, he brings deep expertise in global economics, public policy, and Latin America, including prior service as Venezuela’s Minister of Industry and Trade, Director of Venezuela’s Central Bank, and Executive Director at the World Bank .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foreign Policy Magazine | Editor in Chief | 1996–2010 | Led global affairs coverage; built geopolitical expertise applicable to AES’s regulatory and global strategy oversight . |
| Venezuelan Government | Minister of Industry and Trade | 1989–1990 | Policy and regulatory execution; informs board oversight of public policy and regulatory risks . |
| Venezuelan Central Bank | Director | 1989–1990 | Macro-financial oversight; supports risk management and capital allocation perspectives . |
| The World Bank | Executive Director | 1990–1992 | Multilateral governance; enhances AES insights on international markets and counterparties . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carnegie Endowment for International Peace | Distinguished Fellow | 2011–present | Global public affairs expertise; stakeholder engagement in international policy . |
| El País / La Repubblica | Chief International Columnist | 2003–present | Ongoing geopolitical analysis; strengthens oversight of macro/regulatory shifts . |
| Efecto Naím (TV) | Host & Producer | 2011–present | Public discourse on international economics/politics; enhances stakeholder communication perspective . |
| Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA) | Director | 2011–2020 | Prior public board; network and governance experience (no current public boards) . |
Board Governance
- Independence: Determined independent under NYSE rules (February 2025 review) .
- Committee assignments: Compensation, Governance, and Innovation & Technology (not a chair) .
- Attendance: Board met 9 times in 2024; overall average attendance 96%; no director below 75%. Independent directors held executive sessions after seven Board meetings, chaired by the independent Chairman/Lead Independent Director, John B. Morse, Jr. .
- Committee meeting cadence (2024): Audit 8; Compensation 7; Governance 6; Innovation & Technology 5 .
- Director stock ownership guideline: 5x annual retainer within five years; all directors have attained or are on track .
- Hedging/pledging: Prohibited for directors and employees under Insider Trading Policy .
- Related-party transactions: None in 2024; policy requires Audit Committee review/approval of any such transactions above $120,000 .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Retainer (cash or DSUs) | $100,000 | Directors can elect to defer into DSUs; Naím deferred $100,000 . |
| Committee Chair Fees | $0 | Not a chair; chair fees are $25,000 (Audit) and $20,000 (Comp/Gov/Innovation) . |
| Chairman premium (not applicable) | N/A | Chairman receives 1.62x retainer ($161,500), not applicable to Naím . |
| Total 2024 Director Compensation | $275,000 | $100,000 fees + $175,000 stock awards (DSUs) . |
Elective deferrals (2024):
- Naím deferred $100,000 of annual retainer into DSUs .
Performance Compensation
AES does not use performance-linked equity for directors; annual DSU grants are fully vested at grant and paid after Board service ends.
| Equity Grant Feature (2024) | Detail |
|---|---|
| Deferred Incentive Compensation Grant (DSUs) | $175,000 grant value; fully vested at grant; paid upon termination of service . |
| Grant-date price | $17.13 per share used to compute fair value under ASC 718 . |
| Options | None granted in 2024; only one director (not Naím) held options as of year-end . |
Other Directorships & Interlocks
| Company | Status | Tenure Window |
|---|---|---|
| Current public company boards | None | |
| Prior public company boards | FEMSA | 2011–2020 |
- No disclosed interlocks involving AES competitors, suppliers, or customers; no related-party transactions in 2024 .
Expertise & Qualifications
- Global business/international affairs; public policy and regulatory; governance and stakeholder engagement; Latin America networks .
- Brings macroeconomic analysis and geopolitical risk framing to AES’s strategy and risk oversight .
Equity Ownership
| Item | Amount | Date/Context |
|---|---|---|
| Deferred stock units credited to Naím’s account | 196,081 units | As of Dec 31, 2024 (under 2003 Long-Term Compensation Plan). |
| Shares of Common Stock Beneficially Owned | 168,506 | As disclosed in 2023 Proxy (beneficial ownership table). |
| Hedging/Pledging | Prohibited by policy | Alignment-positive signal. |
| Ownership guidelines compliance | Directors have attained or are on track for 5x retainer | DSUs count toward guideline per policy . |
Governance Assessment
- Strengths: Independent; multi-committee service (Compensation, Governance, Innovation & Technology); strong board-wide attendance; robust ownership alignment via DSUs and adherence to 5x retainer guideline; hedging/pledging prohibited; no related-party transactions disclosed for 2024 .
- Compensation structure: Director pay is balanced cash/equity ($100k cash retainer and $175k DSUs in 2024). DSUs are fully vested but deferred, reinforcing long-term alignment; no option grants to directors in 2024 .
- Committee quality: Compensation Committee engages independent consultant (Meridian) with no conflicts; Governance Committee oversees environmental/safety programs and board evaluations; structure aligns with best practices .
- Shareholder signals: AES say‑on‑pay support over 96% in 2024 (for executives), reflecting positive investor sentiment toward pay practices; director compensation reviewed against peers; no increase in 2024/2025 .
- RED FLAGS: None disclosed related to attendance, related-party transactions, hedging/pledging, or director-specific pay anomalies. Monitor for overboarding (policy limit ≤4 public boards; Naím has none current) and continued independence determinations annually .
Implication: Naím’s independence, global policy expertise, and broad committee engagement support board effectiveness at AES. His long-term DSU accumulation and deferral choices indicate alignment with shareholders. Absence of conflicts, combined with strong governance practices (executive sessions, independent committees, no hedging/pledging), are positive for investor confidence .