Margarita Paláu-Hernández
CONDUENTAbout Margarita Paláu-Hernández
Independent director at Conduent (CNDT) since 2019; age 68. Founder and CEO of Hernández Ventures (since November 1988), former attorney at McCutcheon, Black, Verleger & Shea (1985–1988), and a U.S. Representative to the 73rd U.N. General Assembly (2018). Education: B.A., University of San Diego; J.D., UCLA School of Law . The Board classifies her as independent under Nasdaq and Company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hernández Ventures | Founder & CEO | Nov 1988–Present | Leads cross-border business management and investments (U.S./Mexico) |
| McCutcheon, Black, Verleger & Shea | Attorney | Sep 1985–Aug 1988 | Focused on domestic/international business and real estate transactions |
| United Nations (U.S. Mission) | U.S. Representative to 73rd UNGA | Sep 2018 | Diplomatic/strategic policy engagement |
External Roles
| Company | Role | Tenure |
|---|---|---|
| International Flavors & Fragrances (IFF) | Director | Since Jun 2024 |
| Xerox Holdings Corporation | Director | Jun 2021–May 2024 |
| Apartment Income REIT Corporation | Director | Dec 2021–May 2024 |
| Occidental Petroleum Corporation | Director | Mar 2020–May 2022 |
| Herbalife Nutrition Ltd. | Director | 2018–2021 |
| ALJ Regional Holdings, Inc. | Director | 2015–2019 |
Board Governance
- Independence: Board determined all directors except CEO are independent; Paláu‑Hernández is independent .
- Board leadership: Independent Chairman (Scott Letier); executive sessions at each regularly scheduled meeting, including separate sessions of independent directors .
- Attendance: In 2024, all incumbent directors attended at least 98.5% of Board and committee meetings; 11 Board meetings held; Annual Meeting attendance by all directors in 2024 .
- Committee assignments and roles (2024):
- Audit Committee: Member; 8 meetings
- Compensation Committee: Member; 5 meetings
- Risk Oversight Committee: Chair; 5 meetings
- Compensation Committee independence and consultant: All members independent; FW Cook engaged as independent advisor; no conflicts identified .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 8 |
| Compensation | Member | 5 |
| Risk Oversight | Chair | 5 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 120,750 | 190,000 | 310,750 |
Program elements applicable to all non‑employee directors (2024):
- Annual cash retainer $80,000; Committee chairs/members: Audit Chair $35,000 / Member $15,000; Compensation Chair $27,000 / Member $12,000; Corporate Governance Chair $20,000 / Member $10,000; Risk Oversight Chair $20,000 / Member $10,000; Non‑Executive Chairman $125,000; CSR & Public Policy Committee fees pro‑rated until June 13, 2024 .
- Directors may elect to defer cash fees into DSUs .
Performance Compensation
| Equity Instrument | Grant Date | Grant Value ($) | Vesting/Terms |
|---|---|---|---|
| Deferred Stock Units (DSUs) | 2024 (annual) | 190,000 | DSUs vest on grant; dividend equivalents credited in DSUs; pro‑rata clawback if director separates before year‑end |
Note: CNDT does not use performance‑conditioned equity for director pay; DSUs are vested at grant and settle into common stock at a future date .
Other Directorships & Interlocks
- Current public board: International Flavors & Fragrances (IFF) .
- Recent boards: Xerox Holdings, Apartment Income REIT, Occidental Petroleum, Herbalife, ALJ Regional .
- Structural context: CNDT has a Shareholder Agreement with Darwin Deason; the Board Chairman (Scott Letier) was selected by Deason pursuant to that agreement; Deason required to vote for Board nominees at the Annual Meeting . No related‑person transactions disclosed involving Paláu‑Hernández; 2024 related‑party transactions centered on Icahn shareholders and repurchase of ~38M shares; Deason Agreement noted separately .
Expertise & Qualifications
- Skills matrix highlights: Boards & Corporate Governance, Global Business, Business Operations, Industry Expertise, ESG Oversight .
- Legal and international business background (J.D. UCLA; BA USD; attorney; cross‑border business leadership) .
- Public company board experience in diversified sectors (technology/services, energy, REIT, consumer) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Notes |
|---|---|---|
| Margarita Paláu‑Hernández | 263,514 | Each current director (other than CEO) owns <1% of outstanding shares; CEO owns 1.28% |
| DSUs held (as of 12/31/2024) | 217,990 | DSUs are vested bookkeeping entries with future settlement |
Additional alignment policies:
- Director stock ownership guideline: Minimum equal to 6x annual cash retainer ($480,000); must retain 50% of shares from vesting until threshold achieved .
- Anti‑hedging and anti‑pledging: Directors/officers prohibited from hedging or pledging CNDT stock; trading windows and insider trading policy apply .
- Clawback: Board‑approved recoupment policy compliant with SEC/Nasdaq; recovery of erroneously awarded incentive compensation after restatements; broader detrimental‑activity clawbacks under plans .
Governance Assessment
- Strengths:
- Independent director with multi‑committee breadth (Audit, Compensation) and Chair of Risk Oversight—supports board effectiveness in financial integrity, pay oversight, and enterprise risk management .
- High board/committee attendance across incumbents (≥98.5% in 2024) and executive session processes under independent chair—signals engagement and independent oversight .
- Robust governance toolkit: recoupment policy, anti‑hedging/pledging, director ownership guidelines; strong 2024 Say‑on‑Pay support (96.41%) .
- Watch items:
- Historical structural influence via Deason Agreement (chair selected pursuant to agreement; voting commitment), though not specifically tied to Paláu‑Hernández; monitor independence dynamics and board refreshment .
- Prior concurrent directorship at Xerox Holdings ended in 2024; continue to monitor any future interlocks for potential conflicts (none disclosed for 2024) .