Adolfo Henriques
HEICOAbout Adolfo Henriques
Adolfo Henriques (age 71) has served as an independent director of HEICO since 2011. He is Vice Chairman of The Related Group (since January 2017) and a former public-company CEO (Florida East Coast Industries), with deep finance and banking experience and a CPA background; the Board explicitly classifies him as independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Related Group | Vice Chairman | Jan 2017–present | Senior leadership of major real estate developer |
| Gibraltar Private Bank and Trust | Chairman; CEO; Vice Chairman & President | Chairman 2014–2018; CEO 2014–2017; Vice Chair/President 2011–2013 | Private banking and wealth management leadership |
| Florida East Coast Industries (NYSE-listed) | Chairman, President & CEO | 2005–Dec 2007 (sale) | Audit Committee Chair; Governance Committee member; Board since 1998 |
| Regions Bank / Union Planters Bank | CEO, South Region | 1998–2005 | Regional banking leadership |
| Bank of America predecessor banks (NationsBank/Barnett) | Chairman of NationsBank South Florida; EVP Barnett Bank; other executive capacities | Since 1986 (various roles) | Banking operations and governance |
| City of Miami Financial Oversight Board | Chairman (appointed by Governor of Florida) | Not disclosed | Public-sector financial oversight |
| Boston Private Financial Holdings, Inc. | Director | 2007–Feb 2011 | Board service at financial institution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bradesco Bank | Director | Not disclosed | Financial services oversight |
| Intcomex, Inc. | Director | Not disclosed | Distribution/technology industry perspective |
| Doctors Healthcare Plans, Inc. | Director | Not disclosed | Healthcare payer oversight |
| Miami-Dade Cultural Affairs Council | Immediate Past Chairman | Not disclosed | Civic leadership |
Board Governance
- Independence: Board determined Henriques is independent; overall Board is 70% independent .
- Committee assignments: Executive Committee member; Finance/Audit Committee member (Finance/Audit met 4× in FY2024; Executive Committee did not meet in FY2024) .
- Roles: Not a committee chair; Finance/Audit Committee chaired by Frank J. Schwitter (audit committee financial expert) .
- Attendance: 100% attendance at Board and applicable committee meetings in FY2024; all directors attended the 2024 Annual Meeting .
- Finance/Audit scope includes oversight of conflicts of interest and audit quality; Finance/Audit members (including Henriques) are “financially literate” and independent .
| Committee | Membership | Chair | Meetings FY2024 |
|---|---|---|---|
| Executive | Laurans A. Mendelson; Adolfo Henriques; Dr. Alan Schriesheim | Laurans A. Mendelson | 0 |
| Finance/Audit | Schwitter; Fine; Henriques; Hildebrandt; Neitzel | Frank J. Schwitter (Audit Committee Financial Expert) | 4 |
Fixed Compensation
| Component | Policy Detail | FY2024 Amount (Henriques) |
|---|---|---|
| Annual Director Cash Retainer | $250,000; required annual purchase of HEICO common stock equal to 58% of retainer ($145,000), either personally or via company-administered purchase from retainer | $250,000 |
| Committee Membership Retainer | $15,000 per committee served | $30,000 (Finance/Audit and Executive) |
| Committee Chair Retainer | $10,000 per committee chaired | $0 (not a chair) |
| Perquisites | Aggregate value < $10,000 per non-employee director | Not separately disclosed for Henriques; total compensation equals fees |
| Director | Fees Earned or Paid in Cash | Option Awards | Non-Qualified Deferred Comp Earnings | All Other Compensation | Total |
|---|---|---|---|---|---|
| Adolfo Henriques | $280,000 | — | — | — | $280,000 |
Performance Compensation
Directors are compensated via cash retainers and committee retainers; no performance-linked equity awards were granted to non-employee directors in FY2024 .
| Metric | FY2024 Status |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed for non-employee directors |
| Option awards | No options granted to non-employee directors; only Dr. Schriesheim holds legacy options |
| Performance metrics (TSR, revenue/EBITDA targets, ESG) | Not applicable to director compensation |
| Required stock purchases | 58% of retainer ($145,000) in HEICO common stock each year |
| Clawback provisions | Company maintains executive compensation clawback policy (company-level disclosure) |
Other Directorships & Interlocks
- Current boards: Bradesco Bank; Intcomex, Inc.; Doctors Healthcare Plans, Inc. .
- Shared directorships/interlocks with HEICO counterparties: None disclosed in proxy; Finance/Audit Committee reviews potential related-party transactions for conflicts .
| Company | Relationship to HEICO | Transaction(s) Disclosed | Notes |
|---|---|---|---|
| Bradesco Bank | External board | None disclosed | No HEICO transactions noted |
| Intcomex, Inc. | External board | None disclosed | No HEICO transactions noted |
| Doctors Healthcare Plans, Inc. | External board | None disclosed | No HEICO transactions noted |
Expertise & Qualifications
- Board skills matrix flags Henriques for Aerospace & Defense, Accounting, Banking & Finance, Corporate Governance, Healthcare, Wealth Management, Manufacturing, Public Companies .
- Board’s rationale: Broad finance/banking experience; prior public-company CEO; valuable for governance, oversight, accounting, banking, and financial matters .
Equity Ownership
| Holder | Common Shares | Class A Shares | Ownership % (per proxy) | Detail/Footnotes |
|---|---|---|---|---|
| Adolfo Henriques | 5,533 | 30,519 | <1% each class (per proxy asterisk) | Includes 5,470 Common and 23,393 Class A held via HEICO Leadership Compensation Plan; plus 63 Common and 7,126 Class A held by a trust for which Henriques is trustee |
| Shares outstanding (for % context) | 55,018,646 Common | 83,848,845 Class A | — | SEC rules deem options exercisable within 60 days as outstanding for holder-level % only |
Alignment features: Annual mandatory stock purchase equal to 58% of cash retainer ($145,000) supports ongoing ownership accumulation by directors .
Governance Assessment
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Strengths
- Independence and 100% attendance in FY2024 bolster board effectiveness and investor confidence .
- Finance/Audit membership places Henriques in a key oversight role for financial reporting quality and conflict-of-interest review; committee is independent and financially literate .
- Prior public-company CEO and extensive banking/finance background enhance board oversight of capital allocation, risk, and M&A .
- Required annual stock purchases increase director skin-in-the-game; no equity grants or options to directors in FY2024 mitigate pay-related conflicts .
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Watch items
- Multiple external board roles (Bradesco Bank; Intcomex; Doctors Healthcare Plans) imply a significant outside commitment; however, 100% attendance reduces near-term engagement risk .
- Executive Committee (on which Henriques serves) did not meet in FY2024; ensure critical decisions route through full Board/standing committees .
-
Conflicts/Related-Party Exposure
- No related-party transactions disclosed involving Henriques; Finance/Audit reviews potential conflicts under a standard of arm’s-length terms .
- No pledging or hedging disclosures for Henriques; beneficial ownership is modest and primarily via the Leadership Compensation Plan and a trust .
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RED FLAGS
- None disclosed for Henriques regarding attendance, say-on-pay, related-party transactions, or compensation anomalies in FY2024 .