Maria Elena Giner
About Maria Elena Giner
Independent director appointed to CWCO’s board effective October 1, 2025; committee assignments pending. Dr. Giner brings 35+ years in water infrastructure, capital planning, environmental policy, and regulatory strategy, including serving as U.S. Section Commissioner of the International Boundary and Water Commission (IBWC). She holds a Ph.D. in Public Policy (UT Austin), MBA (UT El Paso), BS in Civil Engineering (LMU), and is a registered Professional Engineer in Texas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Boundary and Water Commission (U.S. Section) | U.S. Commissioner | Appointed Aug/Sept 2021; listed 2021–2025 | Oversaw application of boundary/water treaties; operated major cross-border water infrastructure; administered >$1B capital program |
| Border Environment Cooperation Commission (BECC) | General Manager | Prior to 2017 | Led development/financing of ~$9B environmental infrastructure along U.S.-Mexico border benefiting ~100 communities and >10M residents |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| International Boundary and Water Commission (U.S. Section) | U.S. Commissioner | Federal agency/State Dept. | Second woman and first Latina in the role; infrastructure operations and treaty implementation |
Board Governance
- Board expansion: CWCO increased board size from 8 to 11 and appointed three independent directors, including Dr. Giner, effective Oct 1, 2025; committee assignments for new directors were not yet determined .
- Independence: CWCO characterized the new appointees as independent directors .
- Committees (baseline at 2025 proxy): Four standing committees—Compensation, Audit, Nominations & Corporate Governance, Environmental & Social Governance (ESG)—with the following 2024 composition and chairs (pre-appointment). Maria’s assignments TBD .
- Attendance norms: Board held four meetings in 2024; each director attended ≥75% of board/committee meetings; directors are expected to attend quarterly meetings and AGM .
- Policies: Code of Business Conduct & Ethics, Insider Trading policy that prohibits hedging/pledging by directors/officers; audit committee oversees cybersecurity risk .
| Committee | Chair | Members (2024 baseline; pre-appointment) |
|---|---|---|
| Compensation | Raymond Whittaker | Butler, Ebanks, Flowers, Whittaker |
| Audit | Leonard J. Sokolow | Butler, Pergande, Sokolow, Whittaker |
| Nominations & Corporate Governance | Linda Beidler‑D’Aguilar | Beidler‑D’Aguilar, Ebanks, Pergande, Sokolow |
| Environmental & Social Governance | Frederick W. McTaggart | Beidler‑D’Aguilar, Butler, Flowers, McTaggart |
Fixed Compensation (Director Policy)
| Component | Amount (2024 policy) | Notes |
|---|---|---|
| Annual cash retainer – Chairman | $103,000 | For independent Chairman |
| Annual cash retainer – Non‑employee director | $33,000 | For each non‑executive director |
| Compensation Committee cash – Member | $3,300 | Per director |
| Compensation Committee cash – Chair | $5,550 | Chair premium |
| Audit Committee cash – Member | $4,400 | Per director |
| Audit Committee cash – Chair | $7,400 | Chair premium |
| Nominations & Corporate Governance cash – Member | $2,200 | Per director |
| Nominations & Corporate Governance cash – Chair | $3,700 | Chair premium |
| ESG Committee cash – Member | $4,400 | Per director |
| ESG Committee cash – Chair | $7,400 | Chair premium |
The Board determined to increase director compensation described above by 6% for 2025 (exact updated amounts not itemized in the proxy) .
Performance Compensation (Director Equity)
| Component | Equity Value | Mechanics |
|---|---|---|
| Annual equity retainer – Chairman | $32,500 | Granted in Ordinary Shares under non‑exec director share plan |
| Annual equity retainer – Non‑employee director | $33,150 | Granted in Ordinary Shares; shares calculated by dividing equity retainer by prevailing market price on Oct 1 of preceding year |
| Committee equity – Compensation (Member/Chair) | $5,835 / $7,485 | Annual equity retainers in shares |
| Committee equity – Audit (Member/Chair) | $7,780 / $9,980 | Annual equity retainers in shares |
| Committee equity – Nominations (Member/Chair) | $3,890 / $4,990 | Annual equity retainers in shares |
| Committee equity – ESG (Member/Chair) | $7,780 / $9,980 | Annual equity retainers in shares |
- More than 40% of director compensation is comprised of Company stock, reinforcing alignment .
Other Directorships & Interlocks
| Company/Institution | Board/Role | Status | Potential Interlock/Exposure |
|---|---|---|---|
| IBWC (U.S. Section) | U.S. Commissioner | Ongoing in 2021–2025 timeframe | Federal treaty/infrastructure oversight; not a corporate issuer. Note CWCO’s services segment includes U.S. federal O&M contracts, which warrants careful recusals if any matter intersects IBWC to avoid perceived conflicts . |
No public company directorships disclosed for Dr. Giner in CWCO filings/press releases .
Expertise & Qualifications
- Technical and governance expertise: Executive leadership in water infrastructure delivery, capital programs, asset management, environmental policy/regulation; PE (Texas); advanced degrees (PhD/MBA/BS) .
- Track record: Oversaw >$1B IBWC capital program; previously led BECC’s ~$9B environmental infrastructure financing benefiting ~100 communities and >10M residents .
Equity Ownership
- Not disclosed: As of the 2025 proxy (record date March 28, 2025), beneficial ownership tables include incumbent directors and officers prior to Oct 2025; Maria Elena Giner was appointed Oct 1, 2025 and is not included in those ownership disclosures .
- Alignment policies: Directors/officers prohibited from hedging/pledging Company stock; ownership is reinforced via equity retainers .
Governance Assessment
- Strengths
- Independence affirmed at appointment; deep, relevant domain expertise in water infrastructure and policy—valuable for CWCO’s desalination, water reuse, and services segments .
- Board equity-heavy director pay (>40% in stock) and hedging/pledging prohibitions support alignment; strong governance architecture (four committees, independent Chair) .
- Board engagement norms (≥75% attendance; quarterly cadence) and clear related‑party transaction policy bolster investor confidence .
- Watch items / potential red flags to monitor
- Committee assignments for Dr. Giner are not yet determined; investors should watch for Audit/Comp/Nominating placements given her expertise .
- Concurrent federal role as IBWC Commissioner requires strict recusals on any CWCO matters overlapping U.S. federal water assets or IBWC treaty work to avoid perceived conflicts; CWCO’s related‑party policy and insider trading/ethics frameworks are mitigating structures .
- Board expanded rapidly from 8 to 11 in Oct 2025; track integration/attendance in 2025–2026 and any shifts in committee leadership .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 advisory vote on executive compensation passed with ~88% support; indicates general shareholder approval of CWCO’s pay practices; not specific to directors but relevant for governance climate .
Notes on CWCO Context
- CWCO highlighted strengthened governance and expertise with the October 2025 additions (including Dr. Giner) and expects enhanced oversight of capital programs and execution of strategic priorities .
- CWCO operates globally across desalination and water treatment; current large project cited: $204M design‑build‑operate seawater desalination plant in Hawaii .
Committee assignments for Dr. Giner and any director share ownership disclosures should be updated in CWCO’s next proxy or subsequent 8‑K filings; monitor for Section 16 filings post‑appointment .