Enrique Hernandez, Jr.
About Enrique Hernandez, Jr.
Independent director at The Macerich Company since 2022; age 69. Executive Chairman of Inter-Con Security Systems, Inc.; previously CEO (1986–2021), President (1986–2018), and EVP & Assistant General Counsel (1984–1986). Education: Harvard University (A.B. in government and economics) and Harvard Law School (J.D.). Current independence affirmed under NYSE standards; chairs the Compensation Committee and serves on the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inter-Con Security Systems, Inc. | Executive Chairman | 2021–present | Oversight of corporate governance and strategy |
| Inter-Con Security Systems, Inc. | Chairman & CEO | 1986–2021 | Led multi-decade growth; governance and human capital |
| Inter-Con Security Systems, Inc. | President | 1986–2018 | Operations leadership |
| Inter-Con Security Systems, Inc. | EVP & Assistant General Counsel | 1984–1986 | Legal and compliance |
| Nordstrom, Inc. | Lead Director and Non-Executive Chairman | Not disclosed | Board leadership experience |
| McDonald’s Corporation | Director | Former, within last five years | Corporate governance |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Chevron Corporation | Director | Current | Board service |
| Catalyst; Harvard College Visiting Committee; Harvard University Resources Committee; Ronald McDonald House Charities; John Randolph Haynes and Dora Haynes Foundation | Trustee/Committee member | Current | Non-profit and academic governance |
Board Governance
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Determined independent under MAC’s Director Independence Standards and NYSE listing standards .
- Attendance: Board met 8 times in 2024; each director attended >75% of Board and committee meetings. Compensation Committee met 8 times; Nominating & Corporate Governance met 4 times .
- Board leadership and engagement: Independent Chairman; independent directors held executive sessions four times in 2024 .
- Governance highlights: Majority voting with resignation policy; proxy access; no poison pill; robust evaluations; stockholder engagement .
- Say-on-Pay support: 91% approval at 2024 annual meeting (advisory) .
Fixed Compensation
| Component | Amount / Details |
|---|---|
| Annual Board cash retainer | $70,000 |
| Committee Chair retainer (Compensation) | $20,000 |
| Committee membership retainer (Nominating & Corporate Governance) | $12,500 |
| Annual equity award | $135,000 RSUs; one-year vesting under 2003 Incentive Plan |
| 2024 cash fees earned (Hernandez) | $82,500 |
| 2024 RSU grant (Hernandez) | 9,103 RSUs granted May 30, 2024; grant-date close $14.83 |
| Deferral election (Hernandez) | Elected to defer part of cash retainers; credited 7,459 stock units; vested as service provided in 2024 |
| Unvested RSUs at 12/31/2024 (Hernandez) | 9,103 |
| Director equity deferral program | Optional deferral of RSUs and cash retainers into stock units; dividend equivalents credited; payout in shares on elected date; vesting accelerated on death/disability/change in control |
Performance Compensation
| Feature | Disclosure |
|---|---|
| Performance metrics tied to director compensation | None disclosed; director equity is service-based RSUs with one-year vesting |
Other Directorships & Interlocks
| Company | Role | Current/Past | Potential Interlock/Notes |
|---|---|---|---|
| Chevron Corporation | Director | Current | No disclosed MAC-related transactions in 2024 |
| McDonald’s Corporation | Director | Past (within last 5 years) | Prior governance role |
| Nordstrom, Inc. | Lead Director & Non-Executive Chairman | Past | Board leadership experience; dates not disclosed |
Related-party transactions: Audit Committee reported no related party transactions identified in 2024, mitigating conflict risk .
Expertise & Qualifications
- Three decades+ leadership across industries; governance, human capital development, finance, and brand management experience .
- Board qualifications matrix signals ESG oversight and broad financial/operational competencies across retail and real estate sectors .
Equity Ownership
| Category | Amount/Detail |
|---|---|
| Beneficial ownership (Common Stock) | 35,348 shares; <1% of outstanding shares |
| Vested stock units | 25,425 |
| Dividend equivalent stock units | 3,098 |
| Unvested RSUs (vesting post–May 28, 2025) | 9,103 |
| Phantom stock units (Deferral Plan) | 25,459 |
| Shares pledged as collateral | None; company policy prohibits pledging absent ownership compliance; currently no pledges by directors/executives |
| Stock ownership guidelines | Directors must own ≥5x annual cash retainer; all current directors in compliance |
| Shares outstanding (for context) | 252,648,795 as of record date March 28, 2025 |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee; high meeting attendance; robust anti-hedging/anti-pledging and clawback policies; director ownership guidelines with reported compliance; no 2024 related-party transactions; strong recent Say-on-Pay support (91%) .
- Alignment signals: Deferral of cash retainers into stock units; annual RSU grants with holding requirements until guideline compliance .
- Potential red flags: Overboarding risk mitigated by MAC policy (≤4 public boards) and current disclosed commitments; no pledging; no related-party exposure disclosed in 2024 .