Martha Elena Diaz
ENTRAVISION COMMUNICATIONSAbout Martha Elena Diaz
Independent director since May 2016; age 63; career operator across Spanish‑language media and marketing with roles spanning Televisa subsidiaries, Prisa Group, and pay TV operators in Colombia. Education: Chemical Engineering (Universidad Pontificia Bolivariana) and postgraduate Marketing Specialist (Universidad EAFIT) . The Nominating/Corporate Governance Committee highlights her operational, marketing and strategic expertise and in‑depth knowledge of Latino audiences as core credentials for the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Editorial Televisa (subsidiary of Televisa) | President for U.S., Mexico, Puerto Rico; led digital transformation (National Geographic, Hearst, Meredith) | Not disclosed | Oversaw migration from physical to interactive platforms and influencer communities |
| Distribuidora Intermex (Televisa) | President | Mar 2012 – Jul 2015 | Distribution leadership within Televisa ecosystem |
| Sistema Radiópolis (Televisa) | President | Dec 2010 – Feb 2012 | Radio operations leadership |
| Prisa (Spain/Colombia) | Director, Comercializadora Prisa Medios (Spain); Director of TV Bids (Colombia); CEO, Grupo Latino de Publicidad (Colombia) | Not disclosed | Built media marketing across 19 outlets (TV, radio, OOH, digital, sports) |
| Sky Colombia | President | Not disclosed | Satellite TV operations |
| Supercable Colombia | CEO | Not disclosed | Cable TV operations; led subscription TV association in Colombia |
| Banco de Colombia | Marketing Vice President | Not disclosed | Financial services marketing leadership |
| Sofasa | Commercial Vice President (North Zone of South America) | Not disclosed | Regional commercial leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Monasterio del Viento foundation (Colombia) | Director and Treasurer | Current | Focused on rural communities and environmental preservation |
No other public company directorships disclosed for Ms. Diaz .
Board Governance
- Independence: Board affirmatively determined Diaz is independent under NYSE standards; no material relationship with the company other than as director .
- Committee assignments: Chair, Compensation Committee; Member, Nominating/Corporate Governance Committee .
- Committee activity (2024): Compensation Committee met 1 time (3 written consents); Nominating/Corporate Governance Committee met 1 time (1 written consent) .
- Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings in 2024; all incumbent directors attended the 2024 annual meeting except Strickler, implying Diaz attended .
- Lead Independent Director: Paul Zevnik served as presiding/lead independent director for executive sessions in 2024 .
- Anti‑hedging/pledging: Directors are prohibited from hedging or pledging company stock under the Insider Trading Policy .
- Director stock ownership guidelines: Must hold EVC stock equal to at least 4x regular annual cash retainer; includes beneficial holdings, RSUs, and vested but unexercised options. Compliance measured annually after March 31; exceptions possible for hardship .
- Say‑on‑Pay: 2024 vote received ~78% approval at the May 30, 2024 meeting .
- Compensation consultant: Frederic W. Cook & Co. engaged; fees $143,714 in 2024; Compensation Committee determined the consultant was independent, with no conflicts .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board member annual cash retainer | $75,000 | Non‑employee director cash retainer |
| Compensation Committee Chair fee | $17,500 | Chair retainer |
| Nominating/Corporate Governance member fee | $7,500 | Member retainer |
| Total cash fees earned | $100,000 | Matches director compensation table for Diaz |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual director RSU | May 30, 2024 | 71,100 RSUs | $155,000 | Vests on earlier of May 30, 2025 or business day before 2025 annual meeting; settlement at termination of service (except Zevnik’s election) |
- Director equity includes time‑based RSUs only; no performance metrics tied to director compensation are disclosed .
- 2024 total director compensation for Diaz: $255,000 (cash $100,000; RSUs $155,000) . Cash/equity mix implies ~39% cash and ~61% equity (derived from disclosed amounts) .
Other Directorships & Interlocks
- Public company boards: None disclosed for Diaz .
- Committee interlocks: Compensation Committee comprised solely of independent non‑employees; no member served as an officer in 2024; no interlocks disclosed .
- External affiliations relevant to EVC: Prior leadership roles at Televisa subsidiaries (Editorial Televisa, Intermex, Radiópolis) are notable given EVC’s extensive commercial agreements with TelevisaUnivision through 2026 .
Expertise & Qualifications
- Industry expertise: Spanish‑language media operations across TV, radio, digital; marketing leadership; audience strategy for Latino markets .
- Technical/functional: Marketing strategy, digital transformation, commercial operations .
- Education: Chemical Engineering; Marketing Specialist credential .
- Board qualification: Nominating/Corporate Governance Committee cited her operational/marketing insight and in‑depth knowledge of Latino audiences as attributes contributing to Board effectiveness .
Equity Ownership
| Holder | Beneficial Ownership (Class A) | % of Class A Outstanding | Breakdown |
|---|---|---|---|
| Martha Elena Diaz | 261,158 shares | Less than 1% | RSUs releasable within 60 days of April 17, 2025 |
- Stock ownership guidelines: 4x annual cash retainer; includes RSUs and vested but unexercised options; individual compliance status by director not disclosed .
- Pledging/Hedging: Prohibited for directors under EVC’s policy .
Governance Assessment
- Strengths:
- Independent director, multi‑year tenure (since 2016), and strong attendance and engagement record .
- Chairs Compensation Committee; led transition to a more equity‑weighted, long‑term oriented executive pay structure in January 2025 amid strategic shifts (salary reductions; suspension of cash bonus plan) .
- Use of independent compensation consultant with affirmed independence; defined director ownership guidelines; robust anti‑hedging/anti‑pledging policy .
- Risks/Red Flags:
- Discretionary executive bonuses paid to two NEOs (Boelke and Liberman) despite missing revenue and EBITDA thresholds after Meta ASP termination; while justified by transaction leadership, discretionary payouts can pressure pay‑for‑performance optics under Compensation Committee oversight (Diaz as Chair) .
- Historical executive ties to Televisa group and EVC’s material related‑party agreements with TelevisaUnivision (national ad sales proxy, retransmission consent negotiations, affiliation agreements through 12/31/2026) create potential perceived conflicts; however, the Board’s Related Party Transaction Policy and independence determinations mitigate governance risk .
- Shareholder sentiment:
- Say‑on‑Pay support at ~78% suggests moderate alignment, but leaves room for continued engagement and program refinement under Diaz’s committee leadership .
Related Party & Policy Context
- TelevisaUnivision agreements: Affiliation, proxy, and marketing/sales agreements expiring 12/31/2026; retransmission consent revenue of ~$23.8m within proxy arrangement in 2024 (out of ~$33.9m retransmission revenue) underlines economic materiality .
- Equity plan inventory: 71,100 director RSUs outstanding per director as of year‑end 2024; annual director RSU grant policy of $155,000 fair value .
- Section 16 reporting: All requirements met timely in 2024 except for late filings by certain executives (Young, Meyer, Saldívar, Liberman); no issues noted for Diaz .
Insider Reporting and Trades
| Reporting Party | 2024 Section 16 Compliance Note |
|---|---|
| Martha Elena Diaz | No late filings disclosed; compliant |
| Late filers (for context) | Young, Meyer, Saldívar, Liberman filed late equity grant reports (subsequently filed) |
Summary Implications for Investors
- Diaz’s independence, tenure, and sector expertise support board oversight quality; her chair role over compensation is central as EVC pivots to long‑term alignment via equity-heavy pay structures .
- Discretionary NEO bonuses in 2024 are a monitoring point for pay‑for‑performance discipline; continued transparency and engagement will be important to sustain say‑on‑pay support .
- Prior Televisa affiliations, combined with EVC’s material related‑party arrangements with TelevisaUnivision through 2026, warrant ongoing vigilance; governance policies and independence determinations partially mitigate perceived conflicts .