Teresa Sebastian
AESAbout Teresa M. Sebastian
Independent director at AES since 2021; age 67. She chairs the Governance Committee and serves on the Compensation and Innovation & Technology Committees. Background spans finance, law, capital markets, M&A, internal audit and governance; founder/CEO of The Dominion Asset Group and adjunct professor in enterprise risk management and corporate compliance. Education: B.G.S. University of Michigan; MBA University of North Florida; JD Michigan State University College of Law; LLM Wayne State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Darden Restaurants, Inc. | SVP, General Counsel, Chief Compliance Officer, Corporate Secretary | 2010–2015 | Led regulatory risk/compliance and supported M&A; governance credentials cited for board oversight needs . |
| Veyance Technologies, Inc. | Vice President | 2008–2010 | Executive leadership experience in manufacturing context . |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Kaiser Aluminum Corporation | Director (public) | Since 2019 | Current public company directorship . |
| Terminix Global Holdings, Inc. | Director (public) | 2021–2022 | Prior public board service . |
| Peckham Industries, Inc. | Director (private) | Since 2023 | Private company board . |
| The Dominion Asset Group | Founder, President & CEO | Since 2015 | Venture capital firm leadership . |
| University of Michigan Law School | Adjunct Professor (Enterprise Risk & Corporate Compliance) | Since 2016 | Academic role strengthening risk oversight skills . |
| Vanderbilt Law School | Adjunct Professor (Accounting & Enterprise Risk Management) | 2017–2024 | Academic role . |
Board Governance
- Committee assignments (2024): Chair—Governance; Member—Compensation; Member—Innovation & Technology .
- Committee meeting cadence (2024): Audit 8; Compensation 7; Governance 6; Innovation & Technology 5 .
- Independence: AES Board determined in Feb 2025 that Ms. Sebastian is independent under NYSE rules; all members of Audit, Compensation, and Governance are independent .
- Attendance: Board/committee average attendance 96% in 2024; no director attended less than 75% of meetings; independent directors held seven executive sessions .
- Governance/evaluations: Governance Committee (chaired by Sebastian) oversees director nominations, governance principles, board/committee evaluations, and ESG/safety oversight; 2024 evaluation process was overseen by the Chairman and the Governance Chair and led to agenda adjustments to enhance productivity .
- Overboarding policy: Non-employee directors capped at four public boards (Audit members at ≤3 audit committees); all current board members in compliance .
- Compensation Committee service: She is a member; the committee uses Meridian as independent advisor; no consultant conflicts identified .
- Shareholder votes signal: At the 2024 Annual Meeting, Sebastian received 533,898,941 “For,” 62,795,788 “Against,” and 19,867,014 “Abstain,” materially higher opposition/abstentions than peers—an investor sentiment watch item .
Fixed Compensation
Director pay program and 2024 details:
- Board-level structure (unchanged for 2024; not increasing in 2025): Annual cash retainer $100,000 (Chairman at 1.62x); Committee Chair fees—Audit $25,000; Compensation $20,000; Governance $20,000; Innovation & Technology $20,000 .
- Equity: Annual Deferred Incentive Compensation Grant (DSUs) valued at $175,000; fully vested at grant; Chairman at 1.74x .
- Stock ownership guideline: 5x annual retainer within five years; all directors have attained or are on track .
| 2024 Director Compensation (Sebastian) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $120,000 | Includes $100,000 board retainer + $20,000 Governance Chair fee . |
| Stock Awards (DSUs) | $175,000 | Grant-date fair value; based on $17.13 closing price . |
| Option Awards | $0 | No stock options granted in 2024 . |
| Total | $295,000 | Sum of cash + equity . |
Deferral elections (2024):
- Annual retainer deferred: $0; Committee Chair retainer deferred: $20,000 (to DSUs) .
Performance Compensation
- Structure: Non-employee director equity is granted as DSUs, fully vested at grant, generally payable after board service ends; no performance conditions for director equity .
- Options: No option awards granted to directors in 2024; only one director held legacy options as of 12/31/24 (not Sebastian) .
- Plan risk mitigants: 2025 Equity & Incentive Plan features include no dividends on unvested awards, no repricing without shareholder approval, fixed share pool (no evergreen), and clawback/forfeiture provisions; director annual compensation cap set at $900,000 .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Kaiser Aluminum Corporation | Public | Director | No AES-related transactions disclosed in 2024 . |
| Terminix Global Holdings, Inc. | Public (prior) | Director (2021–2022) | Prior service; no AES-related implications disclosed . |
| Peckham Industries, Inc. | Private | Director | No AES-related transactions disclosed in 2024 . |
Related-party transactions: AES reported no related person transactions in 2024; policy requires Audit Committee review/approval of any related person transaction >$120,000 and ongoing oversight .
Expertise & Qualifications
- Skills cited by AES: public policy/regulatory, corporate governance/responsibility, finance & investment; experience advising boards on M&A, compliance, and ERM .
- Academic credentials/teaching: enterprise risk and corporate compliance (University of Michigan Law School); accounting and ERM (Vanderbilt) .
- Degrees: B.G.S. University of Michigan; MBA University of North Florida; JD Michigan State University College of Law; LLM Wayne State University .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (Common/DSUs) | 34,965 | As of 3/10/2025; shown in director beneficial ownership table; “less than 1%” of class . |
| DSUs credited (12/31/2024) | 34,965 | DSUs under the 2003 LTCP/Director plan . |
| Stock options | 0 | Footnote indicates Sebastian holds no options . |
| Shares outstanding reference | 711,900,547 | For context (plan table as of 3/10/2025) . |
| Ownership guideline | 5x annual retainer within 5 years | All directors attained or on track . |
| Pledging/Hedging | Not disclosed | No pledge/hedge disclosure specific to directors in proxy sections reviewed. |
Governance Assessment
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Strengths
- Independent director with governance, legal, compliance, and ERM depth; chairs Governance Committee overseeing board composition, evaluations, ESG/safety, and key governance processes .
- Strong engagement framework: 2024 attendance above thresholds; independent sessions; robust ownership guidelines (5x retainer) and DSU-based equity aligning interests; program not increased for 2024 and not intended to increase in 2025 .
- No related person transactions in 2024; overboarding policy in force and board-wide compliance; director compensation capped in plan; clawback provisions present .
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Watch items / RED FLAGS
- Elevated shareholder opposition in 2024 director election relative to peers (62.8M “Against” and 19.9M “Abstain” for Sebastian), signaling potential investor concerns (cause not specified in filings). Monitor proxy advisor recommendations and engagement feedback for 2025 cycle .
- Director equity fully vested at grant (standard for many boards) lacks explicit performance linkage; alignment partially addressed via ownership guidelines and deferred payout until service end .
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Net view
- Governance footprint is solid (committee leadership, independence, attendance, policy framework). The 2024 vote pattern introduces a confidence risk signal specific to this director; targeted shareholder engagement and disclosure around qualifications/commitments could mitigate heading into 2025 .