Luis A. Aguilar
Donnelley Financial SolutionsAbout Luis A. Aguilar
Independent director at Donnelley Financial Solutions (DFIN) since 2016; age 71. Former SEC Commissioner (2008–2015), with deep expertise in corporate governance, compliance, and regulation; prior senior legal and compliance roles at Invesco. NACD Board Leadership Fellow with NACD Directorship Certification and NACD Cyber Risk Oversight Certificate; Principal at Falcon Cyber Investments since September 2016. Education: BS (Georgia Southern), JD (University of Georgia), LLM in Taxation (Emory). Chairs the Corporate Responsibility & Governance (CRG) Committee; independence affirmed under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Securities and Exchange Commission | Commissioner | Jul 2008–Dec 2015 | Regulatory oversight; corporate governance expertise |
| Invesco, Inc. | General Counsel; Head of Compliance; Corporate Secretary; Managing Director for Latin America; President of broker-dealer | 1994–2002; Latin America in 1990s | Global asset management oversight; governance and compliance leadership |
| McKenna Long & Aldridge LLP | Partner, corporate & securities law | 2005–2008 | Advising public companies on governance/regulation |
| Alston & Bird LLP | Attorney | 2003–2004 | Corporate and securities matters |
| SEC (early career) | Attorney | — | Foundational regulatory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Financial Accounting Foundation (FAF) | Board of Trustees member | — | Oversight of FASB/GASB standards |
| Falcon Cyber Investments | Principal | Since Sep 2016 | Cybersecurity-focused investment firm |
| Envestnet, Inc. | Former Director | — | Prior public company board |
| MiMedx Group, Inc. | Former Director | — | Prior public company board |
Board Governance
- Committee assignments: Chair, Corporate Responsibility & Governance (CRG); member of Board; not on Audit or Compensation .
- Independence: All non-employee directors independent; CRG fully independent; Aguilar deemed independent under NYSE rules .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting; chaired by the non-executive Chairman .
- CRG scope: Nomination process, governance framework, board/committee performance reviews (with third-party governance expert interviews in 2024), ESG oversight (climate, culture), and related-person transactions oversight .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Base cash retainer (2024) | 80,000 | Standard non-employee director retainer |
| CRG Committee Chair cash retainer | 20,000 | Chair fee |
| Additional committee service fee | 0 | Not applicable (single committee; see committee matrix) |
| Total cash fees (2024) | 100,000 | Fees earned or paid in cash |
| Equity retainer (RSUs, 2024 grant-date fair value) | 175,100 | Annual director RSUs; vest at first anniversary; deferrable |
| Total 2024 director compensation | 275,100 | Sum of cash + equity |
Policy features (directors):
- Annual RSUs fair value $175,000 (Chair of the Board receives additional $50,000; Aguilar is CRG Chair, not Board Chair) .
- RSUs vest on first anniversary; accelerate if director ceases service or upon change-in-control; deferral election available; dividend equivalents accrue and pay at settlement .
- Aggregate director comp cap: $500,000 per calendar year (cash + equity grant-date fair value) .
Performance Compensation
| Performance-linked elements | Details |
|---|---|
| Not applicable | DFIN non-employee director equity awards (RSUs) are time-based, not performance-based; no TSR/EBITDA metrics apply to director awards |
Other Directorships & Interlocks
| Company | Status | Potential Interlock/Conflict |
|---|---|---|
| Envestnet, Inc. | Former Director | None disclosed with DFIN in 2024 |
| MiMedx Group, Inc. | Former Director | None disclosed with DFIN in 2024 |
| Current public company boards | None | No current public company interlocks |
- Related-person transactions: Policy requires CRG/Board approval; in 2024, ordinary course transactions occurred (e.g., purchase of services by entities where directors are executives/owners) but none constituted a related-party transaction requiring approval—no conflicts reported .
- Hedging/pledging prohibition: Company prohibits hedging, short sales, pledging, margin accounts, and public options transactions by directors .
Expertise & Qualifications
- Regulatory and governance leadership: Former SEC Commissioner; Board Leadership Fellow; NACD Directorship Certification; NACD Cyber Risk Oversight Certificate .
- Legal/compliance depth: Senior roles at Invesco (GC, compliance, corporate secretary) and partner at leading law firms .
- Standards oversight: FAF Board of Trustees (FASB/GASB governance) .
- Cybersecurity orientation: Principal at Falcon Cyber Investments; governance and cyber literacy emphasized .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 56,513 | As of March 17, 2025 |
| RSUs outstanding (director awards) | 13,004 | Includes deferred RSUs payable upon leaving Board |
| Shares outstanding (DFIN) | 28,530,105 | As of record date March 17, 2025 |
| Ownership as % of shares outstanding | ~0.20% | 56,513 / 28,530,105 (derived from cited figures) |
| Director ownership guideline | Lesser of 6× base cash retainer or 19,000 shares | Guideline applies to all non-employee directors |
| Compliance status | In compliance | All directors currently meet guideline |
Stock ownership alignment:
- Equity-heavy director pay; RSU deferral option encourages longer-term alignment .
- Company prohibits hedging/pledging—supports alignment and reduces risk .
Insider Trading Summary
| Item | Status |
|---|---|
| Section 16(a) filings (2024) | All officers/directors were timely, based on company review |
Governance Assessment
- Strengths: Independent director; chairs CRG overseeing nominations, governance, board evaluations, and ESG; strong regulatory pedigree (SEC Commissioner) enhances compliance and risk oversight; attendance thresholds met; equity-weighted director compensation and ownership guideline compliance bolster alignment; robust governance policies (clawback, no repricing, double-trigger CoC, independent comp consultant, anti-hedging/pledging) .
- Compensation alignment: 2024 director pay comprised $100,000 cash and $175,100 equity (time-based RSUs), consistent with board compensation “heavily weighted toward equity” .
- Investor confidence signals: 2024 say-on-pay approval ~99.1% indicates broad shareholder support for compensation governance framework (while focused on NEOs, reflects overall governance credibility) .
- Conflicts/Red Flags: No related-party transactions requiring approval disclosed; hedging/pledging prohibited; no tax gross-ups; no repricing; no director interlocks flagged—no material conflict indicators identified .
Overall, Aguilar’s profile—SEC regulatory experience, governance chairmanship, strong equity alignment, and absence of related-party conflicts—supports investor confidence in DFIN’s board oversight and governance quality .