Carlos Ruiz Sacristán
About Carlos Ruiz Sacristán
Carlos Ruiz Sacristán, age 75, has served on Byline Bancorp’s Board since October 2023 and is a member of the Risk Committee; he also serves on the Byline Bank board and its Risk Committee . His background spans senior leadership in energy, mining, and government, including CEO of PEMEX, Mexico’s Secretary of Communications and Transportation, Chairman/Executive President of IEnova (2012–2018), and CEO of Sempra North American Infrastructure Group (2018–Sep 2020); he holds a bachelor’s in business administration from Universidad Anáhuac and a master’s from Northwestern University . The Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PEMEX (Mexico’s national oil company) | Chief Executive Officer | Not disclosed | Led national energy enterprise |
| Government of Mexico | Secretary of Communications and Transportation | Not disclosed | Senior policy oversight in national infrastructure |
| IEnova (Sempra Energy’s Mexican subsidiary) | Chairman of the Board and Executive President | Sep 2012–Nov 2018 | Executive leadership of Mexican energy operations |
| Sempra North American Infrastructure Group | Chief Executive Officer | 2018–Sep 2020 | Led North American energy infrastructure business |
| Sempra | Strategic Advisor | Current | Strategic advisory capacity |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Copper Corporation | Director | Current | Mining industry board experience |
| Constructora y Perforadora Latina, S.A. de C.V. | Director | Current | Exploration/drilling industry board experience |
| Grupo Financiero Ve Por Mas (BX+) | Director | Current | Banking industry board experience |
| Diego Rivera & Frida Kahlo Museum | Board member | Current | Cultural institution governance |
Board Governance
- Committee assignment: Risk Committee member (Byline Bancorp); Risk Committee met 7 times in 2024; chaired by Steven P. Kent .
- Independence: Determined independent under NYSE rules; not on audit or compensation committees (heightened independence requirements referenced for other members) .
- Attendance: In 2024, each director attended at least 90% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- 2025 shareholder vote: Received 35,960,660 “For”; 121,054 “Withheld”; 2,781,049 broker non-votes, indicating strong support .
Committee Memberships (current)
| Committee | Role |
|---|---|
| Risk | Member |
| Audit | Not a member |
| Compensation | Not a member |
| Governance & Nominating | Not a member |
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Fees Earned or Paid in Cash ($) | 112,264 | Director compensation for service on Byline and Byline Bank boards |
| 2024 Stock Awards ($) | — | No stock awards in 2024 |
| 2024 Total ($) | 112,264 | Sum of cash and equity |
| 2025 Annual Board Retainer (program) | 115,000 | Non‑employee director annual cash retainer; may elect shares |
| Risk Committee Member Fee (program) | 5,000 | Additional cash retainer for Risk Committee membership |
| Payment/Deferral | — | Retainer paid monthly; directors may elect up to 100% in common stock under 2017 Omnibus Plan |
| 2023 appointment (initial retainer) | 100,000 (prorated) | Entitled to prorated portion upon appointment in Oct 2023 |
Performance Compensation
- Non‑employee directors receive fixed retainers and may elect retainer in restricted common stock; no performance bonus, option awards, or PSU/TSR‑linked director awards disclosed .
- Hedging/pledging prohibited for directors; a copy of the policy is available on the company’s website .
Other Directorships & Interlocks
| External Board | Nature of Interlock/Notes |
|---|---|
| Grupo Financiero Ve Por Mas (BX+) | Shared affiliation with Byline’s Lead Director, Antonio del Valle Perochena, who is Chairman of BX+; signals potential network interlock (no related‑party transactions disclosed) |
| Southern Copper; Constructora y Perforadora Latina; Diego Rivera & Frida Kahlo Museum | Broader external roles; no related‑party transactions with Byline disclosed |
Expertise & Qualifications
- Deep executive leadership in energy and infrastructure; prior government cabinet role; mining and banking board experience .
- Education: Bachelor’s in business administration (Universidad Anáhuac) and master’s (Northwestern University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As-of Date | Shares Outstanding |
|---|---|---|---|---|
| Carlos Ruiz Sacristán | 44,831 | * (<1%) | April 9, 2025 | 46,226,562 |
Director stock ownership policy: non‑employee directors must own shares equal to 3x the board retainer (to be achieved within 5 years; must retain at least 50% of vested full‑value shares until met) . Hedging and pledging of company stock by directors is prohibited .
Governance Assessment
- Independence and attendance: Independent under NYSE rules, with Board‑wide ≥90% attendance in 2024; strong shareholder support in 2025 re‑election, enhancing investor confidence .
- Committee effectiveness: Placement on Risk Committee aligns with his infrastructure/energy oversight background; Risk Committee’s 2024 cadence (7 meetings) suggests active ERM oversight in a bank context .
- Alignment and incentives: 2024 compensation was cash‑only ($112,264) with the option to elect stock; beneficial ownership of 44,831 shares provides skin‑in‑the‑game, though ownership is <1% of outstanding shares; director ownership guidelines (3x retainer) further reinforce alignment .
- Conflicts and related parties: Company reports no related‑party transactions or appointment arrangements; hedging/pledging ban reduces misalignment risk; note the external interlock with BX+ via Lead Director—monitor for any cross‑relationships, though no transactions are disclosed .
RED FLAGS: None disclosed in filings regarding related‑party transactions, pledging/hedging, or low attendance; monitor the BX+ interlock for potential future conflicts if business dealings emerge .