Antonio del Valle Perochena
About Antonio del Valle Perochena
Antonio del Valle Perochena (age 56) has served on Byline Bancorp’s board since 2013 and has been Lead Director since February 2021. He chairs both the Compensation Committee and the Governance & Nominating Committee, and also serves on the board of Byline Bank with the same chair roles. He holds a business administration degree and a Masters in Management from Universidad Anáhuac, a Senior Management graduate degree at IPADE, and a specialization in literature at the Iberoamericana University. His background spans over 20 years in financial and business leadership, including senior roles at ING Group and chairmanships of multiple Mexico-based enterprises.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ING Group (Mexico/Spain) | EVP, Insurance & Pensions (Mexico); Director of New Projects, ING Direct (Madrid) | 1996–2001 | Senior operating roles in insurance/pensions and direct banking initiatives |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Kaluz, S.A. (holding company for Orbia Advance Corporation, S.A.B. and Elementia, S.A.) | Chairman, Board of Directors | Sept 2013 | Holding company chair; oversees industrial and construction holdings |
| Grupo Financiero Ve por Más, S.A. (BX+) | Chairman, Board of Directors | 2006 | Financial group chair |
| Grupo Empresarial Kaluz | Director | 2003 | Board member |
| Afianzadora Sofimex | Director | 2004 | Board member |
| Byline Bank (subsidiary) | Director; Chair of Compensation and Governance & Nominating Committees | Current | Subsidiary board committee chairs |
Board Governance
- Lead Independent Director since Feb 2021; chairs Compensation and Governance & Nominating at the holding company and bank. Committees he chairs met 5 (Compensation) and 3 (Governance & Nominating) times in 2024; Audit met 14 and Risk met 7 times in 2024; the full Board met 6 times in 2024.
- Independence: The Board determined he is independent under NYSE rules and meets heightened independence for Compensation Committee service. The Board analyzed his role as general partner of MBG Investors I, L.P. (holder of 25.60% of BY shares) and concluded no relationship impairs his independence; Foreign National Commitments (FNCs) with the Federal Reserve strictly limit transactions between the Company/Bank and companies he controls. The company engaged Glass Lewis in 2023–2024 on this topic and enhanced disclosures; independent director executive sessions are held.
- Attendance: Each director attended at least 90% of Board and committee meetings in 2024; all served at the 2024 annual meeting; directors are expected to attend annual meetings.
- Compensation Committee interlocks: None of the Compensation Committee members (including Mr. del Valle) are current/former officers or had interlocking relationships.
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual Board retainer (non-employee director) | $115,000 | Payable in cash; may elect to receive up to 100% in restricted common stock |
| Lead Director fee | $25,000 | Paid in cash |
| Committee Chair fees (relevant) | $7,500 (Compensation); $7,500 (Governance & Nominating) | Paid in cash |
| Committee member fees (select) | $5,000 (Audit, Risk, Bank Executive Credit Committee) | If applicable |
| 2024 Actual Director Compensation – Antonio del Valle | $145,333 (cash); no stock awards | For his service in 2024 |
| Other | Monthly installments; expense reimbursement; D&O insurance; covenant not to serve competing banks without consent | Program terms |
Performance Compensation
- Non-employee director compensation is retainer/fee-based; no performance-based equity for directors is disclosed. Directors can elect to receive a portion of fees in restricted stock (e.g., in 2024 one director elected 3,083 restricted shares vesting in one year), but this is an elective form of retainer, not performance-conditioned pay.
Other Directorships & Interlocks
| Entity | Relationship to BY | Potential Interlock/Conflict Considerations |
|---|---|---|
| Kaluz, S.A.; BX+; related groups (see External Roles) | Unrelated third-party entities based in Mexico | Company discloses ordinary course banking transactions with directors/affiliates on market terms; however, Foreign National Commitments prohibit BY or Byline Bank from engaging in business transactions or covered transactions with companies controlled by certain foreign national stockholders (including Mr. del Valle) and prohibit extensions of credit to such stockholders/families/controlled companies, except for limited exceptions. This framework mitigates related-party risk. |
Expertise & Qualifications
- Over 20 years of financial/business leadership; Chairman roles at Kaluz and BX+; senior operating experience at ING Group (insurance/pensions and direct banking).
- Education: Business Administration and Masters in Management (Universidad Anáhuac); Senior Management (IPADE); specialization in literature (Iberoamericana University).
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| MBG Investors I, L.P. | 11,835,145 | 25.60% | Mr. del Valle is general partner with sole voting/investment power over MBG Investors I, L.P. shares. |
| Antonio del Valle Perochena | — | — | As GP of MBG Investors I, L.P., he may be deemed beneficial owner; he owns 16.68% of the partnership interests and disclaims beneficial ownership except to his pecuniary interest. Reported on Schedule 13G/A (Feb 13, 2025). |
- Director stock ownership guidelines: Non-employee directors must own shares equal to 3x the annual board retainer; must retain at least 50% of vested full-value shares until the guideline is met.
- Hedging and pledging: Prohibited for directors and executive officers.
Governance Assessment
-
Strengths
- Lead Independent Director with chair roles on key oversight committees (Compensation; Governance & Nominating), supporting board effectiveness and accountability. Committee charters are published; committees met regularly in 2024 (Comp 5; Gov/Nom 3).
- Board formally determined independence under NYSE rules and heightened standards for Compensation Committee; Board engaged with Glass Lewis and enhanced disclosures; independent director executive sessions are held.
- Robust policy controls: hedging/pledging prohibited; director ownership guideline (3x retainer); compensation clawback for executives; interlocks absent; Section 16 compliance issues disclosed did not name Mr. del Valle.
-
Risk indicators and mitigants
- Large, concentrated ownership via MBG Investors I, L.P. (25.60%) where Mr. del Valle is GP can raise perceived independence concerns, especially as Lead Director and Compensation Committee Chair; Board’s analysis and FNCs with the Federal Reserve (strict restrictions on transactions with companies he controls and on extensions of credit) are mitigating factors.
- Director compensation is predominantly cash (no performance linkage), which is standard for U.S. banks but provides fewer direct performance-alignment levers at the director level; directors may elect equity for retainers to increase alignment. In 2024, Mr. del Valle took cash only.
RED FLAGS
- Controlling influence risk: Effective control over a 25.60% stake through MBG Investors I, L.P. while serving as Lead Director and as Compensation and Governance Chair may be scrutinized by investors/proxy advisors; the Board asserts independence and cites FNCs as safeguards.
- Related-party exposure: Ordinary course banking with directors/affiliates exists, but FNCs bar transactions with companies he controls and bar extensions of credit to him/family/controlled companies, reducing direct RPT risk.
Notes and Additional Policies
- Director attendance: ≥90% at Board/committee meetings for all directors in 2024; Board held 6 meetings.
- Director pay program mechanics: paid monthly; optional settlement of retainer in restricted stock; additional fees for Lead Director and committee chairs; reimbursement and D&O coverage provided; covenant limits providing services to competing banks without consent.
- Compensation Committee interlocks: none.