Gerónimo Gutiérrez Fernández
About Gerónimo Gutiérrez Fernández
Mexican diplomat and governance expert appointed as a director of Consolidated Water Co. Ltd. effective October 1, 2025; initial SEC Form 3 indicated no beneficial ownership at appointment . Education: B.A. Economics (ITAM), coursework completed for B.A. Political Science (ITAM), M.P.A. from Harvard Kennedy School (Fulbright–García Robles Scholar) . Date of birth: May 13, 1970 (Mexico City) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North American Development Bank (NADB) | Managing Director | 2010–2016 | Grew loan portfolio; focused on infrastructure financing along U.S.-Mexico border |
| Mexico Ministry of Foreign Affairs | Undersecretary for North America | 2003–2006 | Coordinated trilateral/bilateral affairs; led creation of SPP (prelude to North American Leaders Summit) |
| Mexico Ministry of Foreign Affairs | Undersecretary for Latin America & the Caribbean | 2006–2009 | Normalized Mexico–Cuba relations; re-established ambassadors with Venezuela |
| Mexico Interior Ministry | Deputy Secretary for Governance & Homeland Security | 2009–2010 | Member, National Security Council Executive Committee; coordinated prevention/response to threats |
| Government of Mexico | Ambassador to the United States | 2017–2018 | Led Mexico’s engagement during USMCA negotiations |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Covington & Burling LLP | Senior Advisor | Current | Public policy and political risk advisory |
| BEEL Infrastructure | Managing Partner | Current | Advisory/asset management in Latin American infrastructure |
| U.S.–Mexico Business Association (AEM) | Board of Directors | Current | Governance/network role |
| Wilson Center Mexico Institute | Advisory Board | Current | Policy advisory |
Board Governance
- Appointment and tenure: Board size increased from eight to eleven; Gutiérrez appointed October 1, 2025 to serve until successor is elected; committee assignments for new directors were “not determined” at appointment .
- Board leadership: Independent Chairman (Wilmer F. Pergande), with structure designed to enhance independent oversight .
- Independence status: Company determines director independence under NASDAQ rules; independence classification for new appointees was not disclosed in the October 2025 8‑K .
- Attendance baseline: The Board held four meetings in 2024; all then‑serving directors attended ≥75% of Board and committee meetings (context for expected engagement standards) .
- Risk oversight: Audit Committee oversees cybersecurity/IT risks; Board receives regular updates on regulatory, ESG, and operational risks .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer – Chairman | $103,000 | Paid to independent Chair only |
| Annual cash retainer – Non‑employee director | $33,000 | Baseline cash compensation |
| Committee cash retainer – Compensation (Member/Chair) | $3,300 / $5,550 | Per director per year |
| Committee cash retainer – Audit (Member/Chair) | $4,400 / $7,400 | Per director per year |
| Committee cash retainer – Nominating & Corporate Governance (Member/Chair) | $2,200 / $3,700 | Per director per year |
| Committee cash retainer – Environmental & Social Governance (Member/Chair) | $4,400 / $7,400 | Per director per year |
| 2025 increase | +6% | Board approved 6% increase for director compensation in 2025 |
Notes: Directors who also serve as executives (e.g., CEO) do not receive director retainers .
Performance Compensation
| Equity Component | Grant Value Basis | Structure | Alignment Features |
|---|---|---|---|
| Annual equity retainer – Chairman | $32,500 | Granted in Ordinary Shares each year | |
| Annual equity retainer – Non‑employee director | $33,150 | Granted in Ordinary Shares each year | |
| Committee equity retainer – Compensation (Member/Chair) | $5,835 / $7,485 | Shares valued at prevailing market price (Oct 1 of prior year) | |
| Committee equity retainer – Audit (Member/Chair) | $7,780 / $9,980 | Shares valued at prevailing market price | |
| Committee equity retainer – Nominating & Corporate Governance (Member/Chair) | $3,890 / $4,990 | Shares valued at prevailing market price | |
| Committee equity retainer – ESG (Member/Chair) | $7,780 / $9,980 | Shares valued at prevailing market price | |
| Stock mix | >40% of director compensation in Company stock | Reinforces ownership alignment and long‑term focus |
Policies affecting alignment:
- Hedging and pledging of Company stock are prohibited for directors and officers .
- Related‑person transactions (> $120,000) are prohibited unless pre‑approved by the Audit Committee .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Conflict Vector |
|---|---|---|---|
| Covington & Burling LLP | Private firm | Senior Advisor | Law firm client relationships may intersect with utilities/infrastructure; monitor related‑party policy compliance |
| BEEL Infrastructure | Private firm | Managing Partner | Infrastructure advisory/asset management; potential counterparties in water/utility projects |
| AEM (U.S.–Mexico Business Association) | Non‑profit | Director | Business network; information flows beneficial; limited direct conflict risk |
| Wilson Center Mexico Institute | Non‑profit | Advisory Board | Public policy/academic; low conflict risk |
No current public‑company directorships were identified; interlocks with CWCO competitors/suppliers were not disclosed .
Expertise & Qualifications
- Diplomatic and policy leadership: Former Ambassador of Mexico to the U.S.; led/participated in USMCA negotiations and regional security frameworks .
- Infrastructure finance: Managed NADB, financing cross‑border environmental and water infrastructure; portfolio growth to ~$1.4B under tenure .
- Education: ITAM (Economics; Political Science coursework), Harvard Kennedy School M.P.A. .
- Thought leadership: Senior advisor roles; board/advisory positions in policy institutions .
Equity Ownership
| As-of Date | Filing | Title of Security | Amount Beneficially Owned | Ownership Form | Notes |
|---|---|---|---|---|---|
| Oct 14, 2025 | SEC Form 3 | Ordinary Shares | 0 | N/A | Initial statement of beneficial ownership; “No securities are beneficially owned.” |
Policy context:
- Company prohibits hedging and pledging; directors may use compliant Rule 10b5‑1 plans for diversification .
- Related‑person transaction policy requires Audit Committee approval; mitigates potential conflicts .
Governance Assessment
-
Strengths:
- Board adds deep water/infrastructure finance and international policy expertise; Company explicitly expects new directors to strengthen governance and oversight of capital programs .
- Robust governance policies (independent Chair, cybersecurity oversight, incentive compensation clawback, anti‑hedging/pledging) support investor alignment .
- Transparent director pay structure with significant equity component (>40%) .
-
Watch items / potential red flags:
- Initial lack of share ownership at appointment reduces near‑term “skin‑in‑the‑game” until equity retainers accumulate; monitor subsequent Form 4 filings and guideline compliance (Company emphasizes equity mix for directors) .
- External affiliations (Covington; BEEL Infrastructure) could create perceived conflicts if counterparties overlap with CWCO projects; Company’s related‑party policy and Audit Committee pre‑approval mitigate risk—monitor disclosures of any transactions >$120k .
- Committee assignments for new directors were not determined at appointment; until finalized, impact on board effectiveness (Audit/Comp/Nominating/ESG) is unclear .
-
Broader shareholder signals:
- Say‑on‑pay approval ~88% in 2024 indicates constructive investor sentiment toward CWCO’s compensation practices .
- Director compensation increased 6% in 2025; ensure changes continue to favor equity over cash to preserve alignment .
Insider Filings
| Date | Form | Key Disclosure |
|---|---|---|
| Oct 14, 2025 | Form 3 | Director; no securities beneficially owned at appointment |
Committee membership, meeting attendance, and any subsequent equity ownership changes for Mr. Gutiérrez were not disclosed in CWCO’s October 2025 8‑K; monitor future proxies and Section 16 filings for updates .