Jose Minaya
MOODYS CORP /DE/About Jose M. Minaya
Jose M. Minaya, age 53, is an independent director of Moody’s Corporation (MCO) since October 2022. He is Global Head, BNY Investments and Wealth and a member of BNY Mellon’s Executive Committee (since September 2024), and formerly served as CEO of Nuveen and CIO/President of Nuveen/TIAA’s asset platforms. He holds an MBA from Dartmouth and a B.S. in Finance from Manhattan College . He is designated an Audit Committee financial expert and serves on two independent board committees, aligning with governance and risk oversight best practices .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuveen | Chief Executive Officer | Jan 2020 – Jul 2024 | Led global asset manager; strategic leadership across multi-asset platforms |
| Nuveen | Chief Investment Officer and President | 2017 – Jan 2020 | Oversaw investment strategy and platform build-out |
| TIAA | Lead, Global Real Assets Division; other roles | 2004 – 2017 | Built capabilities across real assets and alternatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BNY Mellon | Global Head, BNY Investments & Wealth; Member, Executive Committee | Since Sep 2024 | Senior leadership at global financial institution |
| Investment Company Institute | Board/Trustee | Not disclosed | Industry association role |
| National Forest Foundation | Board/Trustee | Not disclosed | Non-profit governance |
| Robert Toigo Foundation | Board/Trustee | Not disclosed | Talent and diversity in finance |
| Smithsonian Institution (Board of Regents) | Investment Committee Member | Not disclosed | Oversight of endowment investments |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (Board determined) |
| Committees | Audit Committee (Member); Governance & Nominating Committee (Member) |
| Committee Chair Roles | None (Audit is chaired by Bermudez; Governance & Nominating by Seidman) |
| Financial Expertise | Audit Committee Financial Expert (SEC definition) |
| Attendance | All incumbent directors attended ≥75% of Board and committee meetings in 2024; all elected directors attended 2024 annual meeting |
| Committee Meetings (2024) | Audit: 8; Governance & Nominating: 5; Compensation & HR: 6 (Minaya is not on Comp) |
| Executive Sessions | Independent directors meet in executive session routinely; chaired by independent Chairman (Forlenza) |
Fixed Compensation (Director)
| Component | 2024 Amount (USD) | Details |
|---|---|---|
| Annual cash retainer | $120,000 | Paid quarterly; no per-meeting fees |
| Committee chair fees | $0 | Not a chair (chair fee is $30,000 if applicable) |
| Board chair fee | $0 | Only for Chairman of the Board ($65,000) |
| Equity (RSUs) | $210,038 | Annual grant on Feb 21, 2024 of ~561 RSUs; vests in full one year post-grant; Minaya elected to defer 2024 RSUs |
| Total | $330,038 | Sum of cash and stock award value |
Notes:
- Program structure reflects increases approved in 2024 review: cash retainer to $120,000; committee chair fee to $30,000; annual equity award to $210,000 (non-chair) .
Performance Compensation
- Not applicable. Non-employee directors receive time-based RSUs; no performance-conditioned director awards are disclosed .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (besides MCO) | None disclosed |
| Potential interlocks/conflicts | Board independence assessment considered director affiliations with entities rated by Moody’s; associated fees from each such entity were <1% of revenues for both Moody’s and the other entities; no independence impairment found |
Expertise & Qualifications
- Significant asset management leadership; strategy across multi-asset classes including real estate, infrastructure, energy, private capital and alternative credit .
- Financial and risk management expertise relevant to Moody’s customer segments; governance experience from executive and board roles .
- Audit Committee financial expert designation underscores financial reporting and oversight competence .
Equity Ownership
| Metric | Amount | As-of / Notes |
|---|---|---|
| Shares beneficially owned | 1,376 | As of Dec 31, 2024 |
| Options exercisable within 60 days | 0 | As of Dec 31, 2024 |
| RSUs vesting within 60 days | 565 | As of Dec 31, 2024 |
| Unvested RSUs outstanding | 565 | As of Dec 31, 2024; Minaya elected to defer 2024 award |
| Stock units (deferred) | 769 | Director stock units; no voting rights |
| Ownership as % of outstanding | <1% | “*” denoted in proxy equals less than 1% |
| Director stock ownership guideline | 5× annual cash retainer ($600,000) | All non-employee directors in compliance as of Dec 31, 2024 |
| Anti-hedging/pledging | Hedging and pledging of Moody’s securities prohibited | Applies to directors; supports alignment |
Governance Assessment
- Strengths
- Independent director serving on fully independent committees; designated Audit Committee financial expert, enhancing audit quality and risk oversight .
- Good alignment via standard director pay mix (cash + RSUs), ownership guideline of 5× retainer (compliant as of 12/31/24), and prohibitions on hedging/pledging .
- Attendance threshold met across Board/committee obligations; independent directors hold regular executive sessions under an independent Chairman .
- Watch items
- External executive role at BNY Mellon (since Sep 2024) intersects with a key customer segment. Board independence review addressed rated-entity affiliations and found fees <1% for both Moody’s and the counterparties; continue monitoring for perceived or actual related-party exposure via Audit Committee oversight .
- RSU deferral election may delay delivery of shares; nonetheless, deferrals count toward guidelines, and all directors were guideline-compliant as of year-end 2024 .
- Red flags
- None specifically identified in the proxy for Minaya: no delinquent Section 16 filings attributed to him (only two late Form 4s for another director noted) and no related-person transaction findings inconsistent with independence .
Additional Reference: Director Compensation Program Design
- No per-meeting fees; equity to cash mix competitive with peer median; annual RSU grants generally vest after one year; directors may elect to defer settlement; dividend equivalents on RSUs are paid only upon vesting/settlement .