Gilbert R. Vasquez
ENTRAVISION COMMUNICATIONSAbout Gilbert R. Vasquez
Gilbert R. Vasquez (age 85) is an independent director of Entravision and serves as Chair of the Audit Committee. He is the managing partner of Vasquez + Company LLP (founded in 1969) and has extensive leadership experience across civic and corporate boards; he has served on Entravision’s Board since May 2007 . He is Chairman Emeritus of the Los Angeles Latino Chamber of Commerce and currently serves on the LA84 Foundation board; prior corporate board appointments include Verizon (formerly GTE of California), Glendale Federal Bank, ProAmerica Bank, and Blue Cross of California, and he is a past president of the California Board of Accountancy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vasquez + Company LLP | Managing Partner | Since 1969 | Founder and leader of CPA firm |
| California Board of Accountancy | President (past) | Not disclosed | Oversight of accountancy standards |
| LA84 Foundation | Board Member | Current | Community sports legacy governance |
| Los Angeles Latino Chamber of Commerce | Chairman Emeritus | Current | Advocacy, business community leadership |
| Verizon (formerly GTE of California) | Director (prior) | Prior | Corporate governance (prior appointment) |
| Glendale Federal Bank | Director (prior) | Prior | Corporate governance (prior appointment) |
| ProAmerica Bank | Director (prior) | Prior | Corporate governance (prior appointment) |
| Blue Cross of California | Director (prior) | Prior | Corporate governance (prior appointment) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LA84 Foundation | Board Member | Current | Non-profit governance |
| Los Angeles Latino Chamber of Commerce | Chairman Emeritus | Current | Business community leadership |
| Green Dot Public Schools | Director (prior) | Prior | Education governance |
| California State University Los Angeles Foundation | Director (prior) | Prior | Academic foundation governance |
| Los Angeles Metropolitan YMCA | Director (prior) | Prior | Community organization governance |
| Congressional Hispanic Caucus | Director (prior) | Prior | Civic leadership |
| Los Angeles Area Chamber of Commerce | Director (prior) | Prior | Business chamber governance |
| NALEO | Director (prior) | Prior | Civic engagement governance |
Board Governance
- Independence: Affirmatively determined independent under NYSE rules; also independent for Audit and Compensation Committee standards .
- Committee assignments:
- Audit Committee Chair; designated “audit committee financial expert” under Item 401(h) of Regulation S‑K .
- Special Committee member (constituted Feb 2023 to assist leadership transition; suspended July 2024) .
- Attendance and engagement:
- Board met 8 times in 2024; all incumbent directors attended ≥75% of Board and committee meetings (Vasquez included). Executive sessions held regularly; lead independent director (Zevnik) presided .
- Board met 17 times in 2023; all incumbent directors attended ≥75% of meetings; executive sessions held with lead director presiding .
- Director Stock Ownership Guidelines: Directors must hold Entravision stock equal to at least 4× the regular annual cash retainer; includes directly owned shares, RSUs, and vested but unexercised options. Compliance measured annually after March 31; Compensation Committee may grant exceptions for hardship .
- Anti‑hedging/pledging: Company policy prohibits short‑selling, options, hedging, pledging, and similar transactions by directors .
Fixed Compensation (Non‑Employee Director – FY2024)
| Component | Amount |
|---|---|
| Cash Fees (annual retainers and committee roles) | $105,625 |
| RSU Grant (May 30, 2024) | $155,000 (71,100 RSUs, grant date fair value $2.18; vests on earlier of May 30, 2025 or business day before 2025 AGM) |
| Total FY2024 Director Compensation | $260,625 |
Director compensation policy benchmarks (for context):
- Board annual cash retainer: $75,000; Non‑Executive Chair $135,000; Lead Independent Director $92,500 .
- Committee chairs/members: Audit Chair $27,500; Audit member $12,500; Compensation Chair $17,500; member $7,500; Nominating/Governance Chair $17,500; member $7,500 .
- Equity: Annual RSU grant valued at $155,000; vests by next AGM or one year .
Performance Compensation
- No performance‑based director pay disclosed; director equity is time‑based RSUs that vest on tenure milestones without revenue/EBITDA/TSR targets .
Other Directorships & Interlocks
| Entity | Nature | Interlock/Conflict Consideration |
|---|---|---|
| Verizon (GTE of California), Glendale Federal Bank, ProAmerica Bank, Blue Cross of California | Prior corporate directorships | Historical roles; no current Entravision related-party transactions disclosed concerning Vasquez |
| LA84 Foundation; Los Angeles Latino Chamber of Commerce | Non-profit leadership | No conflicts disclosed |
Expertise & Qualifications
- Designated Audit Committee Financial Expert; extensive CPA background and firm management experience .
- Broad governance experience across corporate, civic, and educational boards; enhances financial oversight and risk management capabilities .
Equity Ownership
| Metric | Apr 17, 2024 | Apr 17, 2025 |
|---|---|---|
| Shares held of record | 570,039 | 570,039 |
| RSUs releasable within 60 days | 238,237 | 309,337 |
| Total beneficial ownership (Class A) | 808,276 (1.00%) | 879,376 (1.07%) |
| Shares outstanding reference | 80,374,875 | 81,623,559 |
- No pledging or hedging permitted under policy; no pledged shares disclosed .
- No stock options disclosed outstanding for directors; equity comprises RSUs .
Governance Assessment
- Strengths: Independent Audit Chair and recognized financial expert; strong attendance; anti‑hedging/pledging policy; director ownership guidelines; meaningful personal share ownership (≈1.07%) supports alignment .
- Risks/Red Flags: None specific to Vasquez disclosed. Related‑party reviews/approvals exist; major related‑party relationships (TelevisaUnivision and LATV) are governed by formal agreements and policies, with oversight by Audit Committee (which Vasquez chairs) .
- Shareholder sentiment backdrop: Say‑on‑pay approvals of ~78% in 2024 and ~74% in 2023 reflect moderate support and ongoing engagement; board adjusted compensation structures and added performance equity for executives, which the Audit Chair’s oversight complements from a governance perspective .
Board Activity & Attendance Detail
| Year | Board Meetings | Audit Committee Meetings | Attendance (Director ≥75%) |
|---|---|---|---|
| 2023 | 17 | 4; 2 written consents | Yes (all incumbents) |
| 2024 | 8 | 4; 2 written consents | Yes (all incumbents) |
Policies Relevant to Investor Confidence
- Related Party Transaction Policy: Audit Committee reviews all transactions requiring disclosure; director recusal when related; several categories pre‑approved; annual questionnaires and disclosure requirements enforced .
- Insider Trading & Anti‑Hedging/Pledging: Prohibits short‑selling, options, straddles, hedging, pledging or similar transactions by directors .
- Director Ownership Guidelines: Minimum holding of 4× annual cash retainer; measured annually with discretion for hardship .
- Audit Committee Report: Confirms independence, oversight of financial reporting, internal controls, and auditor independence; signed by Audit Chair (Vasquez) and committee members .
Notes on Compensation Structure Evolution (context)
- Non‑employee director pay remained in cash retainers plus annual RSUs; no performance metrics for directors .
- Executive compensation programs (not director‑specific) shifted toward equity and reduced cash in 2025, with suspended cash bonus plan; useful context for overall governance posture and pay‑for‑performance alignment overseen by independent committees .
No director‑specific conflicts, pledging, hedging, or attendance shortfalls were disclosed for Gilbert R. Vasquez. His role as Audit Chair and financial expert, combined with meaningful share ownership, supports board effectiveness and investor confidence .