Margarita Hugues Vélez
About Margarita Hugues Vélez
Independent director of Byline Bancorp, Inc. (BY); age 54; appointed in 2022; serves on Audit and Risk Committees at BY and Byline Bank. Holds a law degree from Universidad Panamericana; prior senior legal and corporate affairs leadership roles including General Counsel and Board Secretary at Grupo Modelo and board member of Crown Imports JV; Board has determined she meets NYSE independence standards and heightened Rule 10A‑3 audit independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grupo Modelo, S.A.B. de C.V. | General Counsel and Head of Corporate Affairs; Board Secretary | Prior (dates not disclosed) | Led legal and corporate governance; secretary to Board and committees |
| Crown Imports, LLC (JV: Grupo Modelo and Constellation Brands) | Board member | Prior (dates not disclosed) | Oversight of JV commercial governance |
External Roles
| Organization | Role | Start |
|---|---|---|
| Grupo Kaluz, S.A. de C.V. | Corporate Director | Current (date not disclosed) |
| Grupo Financiero Ve por Más, S.A. de C.V. | Director | April 2022 |
| Grupo Pochteca, S.A.B. de C.V. | Director | 2016 |
| Grupo Jumex, S.A. de C.V. | Director | 2019 |
| Nacional Monte de Piedad, I.A.P. | Board of Trustees | 2022 |
Board Governance
- Committee assignments: Audit (member) and Risk (member) at BY; Audit met 14 times in 2024; Risk met 7 times in 2024 .
- Independence: Board determined Hugues Vélez is independent under NYSE rules and qualifies for heightened Rule 10A‑3 audit independence .
- Attendance: All directors attended at least 90% of Board and applicable committee meetings in 2024; Board met six times in 2024 .
- Executive sessions: Board committees structured with a majority of independent members and hold executive sessions; disclosures enhanced after proxy advisor engagement .
- Lead Director: Antonio del Valle Perochena is Lead Director (since February 2021) .
Fixed Compensation
| Component | Structure | 2024 Amount (M. Hugues Vélez) |
|---|---|---|
| Annual Board retainer (cash) | $115,000, payable monthly; directors may elect stock in lieu of cash | $57,700 cash received |
| Committee membership retainers | $5,000 per Audit; $5,000 per Risk member | Included in above (not separately disclosed) |
| Chair fees (if applicable) | Audit $15,000; Compensation $7,500; Governance $7,500; Risk $10,000 (not applicable to Hugues Vélez) | — |
| Reimbursements | Reasonable out‑of‑pocket expenses reimbursed | As incurred |
Total 2024 director compensation for Hugues Vélez: $126,698 ($57,700 cash + $68,998 stock) .
Performance Compensation
Directors receive equity mainly as time‑based restricted stock; no performance metrics disclosed for director awards.
| Grant Type | Grant Date | Shares | Grant FMV/Share | Fair Value | Vesting |
|---|---|---|---|---|---|
| Restricted Stock (Director fees elected in shares) | June 4, 2024 | 3,083 | $22.38 | $68,998 | Vests June 3, 2025 |
Other Directorships & Interlocks
- Corporate Director at Grupo Kaluz; another BY director, Antonio del Valle Perochena, is Chairman of Kaluz—an interlock across a private holding company; Board annually assesses independence and disclosed no impairing relationships, with strict limits on related transactions for foreign national commitments (context provided for del Valle; no specific constraints disclosed for Hugues Vélez) .
- Additional boards: Grupo Financiero Ve por Más (financial institution), Grupo Pochteca (chemicals distribution), Grupo Jumex (beverages), Nacional Monte de Piedad (non‑profit) .
- Related‑party transactions: Proxy includes “Certain Relationships and Related Transactions” section; no specific related‑party transactions disclosed involving Hugues Vélez in provided excerpts (table of contents reference).
Expertise & Qualifications
- Legal and governance expertise from GC and Board Secretary roles; experience in international corporate affairs and boardroom operations .
- Sector exposure: Financial services (GF Ve por Más), industrials/materials (Kaluz conglomerate), chemicals (Pochteca), consumer beverages (Jumex) .
- Education: Law degree (Universidad Panamericana) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 6,879; includes 3,083 restricted shares not yet vested but with voting power |
| Shares outstanding (record date) | 46,226,562 |
| Ownership % of shares outstanding | ~0.015% (6,879 / 46,226,562) |
| Vested vs unvested | Includes 3,083 unvested restricted shares; remainder vested/common |
| Pledging/hedging | Prohibited for directors and executives under BY policy |
| Director ownership guidelines | Minimum = 3× annual Board retainer; expected to reach within 5 years of appointment; must retain ≥50% of vested full‑value shares until compliance |
Governance Assessment
- Alignment signals: Elected to receive 60% of remaining 2024 fees in stock (3,083 restricted shares), indicating willingness to hold equity and align with shareholders .
- Committee effectiveness: Audit and Risk committee memberships, with high meeting cadence (14 and 7 respectively), and Audit Committee composition meeting heightened Rule 10A‑3 standards; her participation supports financial reporting and enterprise risk oversight .
- Independence and attendance: Affirmed independence under NYSE rules; at least 90% attendance in 2024; supports investor confidence in board effectiveness .
- Policies reducing risk: No hedging/pledging; robust insider trading and ethics codes; clawback policy for executives (not directors) adds discipline to pay programs .
- Potential conflicts/RED FLAGS: Interlock via Kaluz (with Lead Director del Valle); external financial institution board (GF Ve por Más). Board’s independence determination found no relationships impairing independent judgment; no related‑party transactions disclosed for Hugues Vélez. Monitor for any future cross‑company dealings given network ties, but no current red flags identified in filings .
Overall, Margarita Hugues Vélez presents strong governance credentials with legal/compliance expertise, independent status, active committee service, and equity alignment through stock election; no attendance or pay anomalies disclosed, and no related‑party exposures identified in BY filings .