Jorge Bermudez
MOODYS CORP /DE/About Jorge A. Bermudez
Independent director of Moody’s Corporation since April 2011; age 73; former Chief Risk Officer of Citigroup with deep credit and enterprise risk expertise. He currently chairs Moody’s Audit Committee and serves on the Governance & Nominating and Executive Committees; designated an “audit committee financial expert.” Education: B.S. in Agricultural Economics (1973) and Master of Agriculture (1974), Texas A&M University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup Inc. | Chief Risk Officer | 2007–2008 | Led global risk; experience through sovereign debt restructurings |
| Citigroup (various roles) | Senior roles in U.S. and Latin America | 1975–2007 | Extensive credit and risk management leadership |
| Texas A&M University | Chairman, Smart Grid Center Advisory Board | Since Jan 2020 | Technology/infrastructure oversight; energy reliability focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AB Mutual Funds | Director | Since 2020 | Public company directorship |
| Citibank N.A. | Director | 2005–2008 | Public listing per proxy’s biography presentation |
| Bretton Woods Committee | Member | Since 2022 | Private/NGO engagement |
| American Institute of Architects | Role noted | 2015 | Private/NGO engagement |
| Texas A&M Foundation | Trustee | 2014–2021 | Non-profit board service |
| Electric Reliability Council of Texas (ERCOT) | Board | 2010–2016 | Grid reliability oversight |
| Federal Reserve Bank of Dallas | Board | 2009–2017 | Financial system oversight |
| Community Foundation of Brazos Valley | Role noted | Since 2008 | Non-profit service |
Board Governance
- Independence: The Board determined Mr. Bermudez is independent under NYSE and Moody’s standards; he serves on fully independent committees .
- Committee assignments and leadership:
- Audit Committee: Chair; designated an “audit committee financial expert”; 8 meetings in 2024 .
- Governance & Nominating Committee: Member; committee met 5 times in 2024 .
- Executive Committee: Member; committee did not meet in 2024 .
- Board engagement: Board met 6 times in 2024; all incumbent directors attended at least 75% of total Board and applicable committee meetings. All directors elected in 2024 attended the annual meeting .
- Executive sessions: Independent directors regularly meet in executive session led by the independent Chair of the Board .
- Risk oversight: Board committees oversee enterprise risk, financial reporting, cybersecurity, and sustainability disclosures; Audit oversees internal controls and sustainability-related reporting controls .
Fixed Compensation (Non-Employee Director Pay – FY2024)
| Component | Amount/Detail | Source |
|---|---|---|
| Annual cash retainer | $120,000 | |
| Committee chair retainer (Audit) | $30,000 | |
| Total cash (Bermudez) | $150,000 | |
| Meeting fees | None (no per-meeting fees) | |
| Other cash programs | Directors may defer cash retainer into a bookkeeping account (matches Profit Participation Plan options) |
Performance Compensation (Equity and Metrics)
| Element | Grant Detail | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| RSUs (annual director grant) | 561 RSUs granted 2/21/2024; fair value $210,038 | Vests in full one year after grant; dividend equivalents paid only upon settlement; change-in-control: unvested RSUs vest and settle in lump sum | None for directors (time-based RSUs; no performance conditions) |
| Citations | RSU grant size/value and vesting: ; unvested RSUs outstanding as of 12/31/24: ; dividend equivalent policy: |
Notes: No stock options outstanding for any non-employee director as of 12/31/2024 . Directors may elect to defer settlement of RSUs until after Board service; no deferral election is disclosed for Mr. Bermudez’s 2024 grant .
Other Directorships & Interlocks
- Current public company board: AB Mutual Funds (since 2020) .
- Prior banking board service: Citibank N.A. (2005–2008) .
- Independence/affiliation review: The Board annually assesses relationships with entities rated by Moody’s; associated fees from each such entity were less than 1% of annual revenues for both Moody’s and each entity; no independence concerns identified .
Expertise & Qualifications
- Primary credentials: Global financial services, credit risk management, sovereign restructuring, and regulated market experience; public company governance .
- Financial expert: Audit Committee financial expert designation under SEC rules .
- Skills matrix highlights: Financial experience; risk; industry knowledge; international; legal/regulatory/public policy; public company board; strategic planning .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned (12/31/2024) | 21,330 | Under SEC rules |
| Options exercisable within 60 days | — | None |
| RSUs vesting within 60 days | 561 | From 2024 grant |
| Unvested RSUs outstanding (12/31/2024) | 561 | |
| Ownership as % of shares outstanding | <1% | As shown in beneficial ownership table |
| Hedging/pledging | Prohibited for directors | Anti-hedging and anti-pledging policy |
| Stock ownership guideline | 5x annual cash retainer (currently $600,000); 5-year window | All non-employee directors were in compliance as of 12/31/2024 |
Governance Assessment
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Strengths
- Independent Audit Chair with deep CRO background; designated audit financial expert—supports robust financial reporting and risk oversight .
- Strong committee structure and engagement (Audit met 8x; Gov & Nom 5x); Board-wide attendance threshold met .
- Director pay balanced toward equity with ownership guidelines and anti-hedging/pledging, aligning incentives with shareholders; no per-meeting fees that could bias behavior .
- Comprehensive clawback policy and change-in-control equity treatment for directors (accelerated vesting) transparently disclosed .
-
Potential Risks/Red Flags to Monitor
- External affiliations with entities rated by Moody’s (e.g., financial institutions/asset managers) can present perceived conflicts; Board concluded 2024 relationships were immaterial (<1% revenue) and maintained independence—continue monitoring changes in roles or fee concentration .
- No individual-level attendance rates disclosed; only a ≥75% compliance statement; investors may seek confirmation of 100% attendance or engagement indicators at the committee level going forward .
-
Compensation Structure Signals (Director)
- 2024 increases aligned with peer medians; cash retainer $120k and Audit Chair premium $30k; equity at ~$210k; mix broadly aligned with market and emphasizes long-term alignment via RSUs; no options; no meeting fees .
-
Compliance/Controls
- Related-person transactions are pre-approved and monitored by the Audit Committee; directors must pre-clear potential conflicts with the General Counsel and Audit Chair; strong Section 16 compliance (no Bermudez exceptions noted) .
Bottom line: Bermudez’s profile—former Citigroup CRO and current Audit Chair—adds material risk, financial reporting, and regulatory depth to Moody’s Board. Independence is affirmed despite normal-sector interlocks, with policies (anti-hedge/pledge, ownership, clawback) supporting alignment and investor confidence .