Dionisio D’Aguilar
About Dionisio D’Aguilar
Independent trustee of Power REIT (PW), serving since March 16, 2022; age 60 as of March 29, 2025 . He is a New York–qualified CPA and holds a B.S. in Hotel Administration and an MBA from Cornell University; designated by the Board as an “audit committee financial expert” under SEC rules . Background spans accounting (KPMG), CEO experience (Superwash Limited), and senior government service as Minister of Tourism and Aviation in The Bahamas (2017–2021) . He is independent under the NYSE American Company Guide .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Superwash Limited (Bahamas) | President & CEO | Mar 1993–May 2017; Sep 2021–Present | Led largest Bahamas self-service laundry chain |
| Government of The Bahamas | Minister of Tourism & Aviation | May 2017–Sep 2021 | Cabinet minister; public sector leadership |
| KPMG US | Accountant | N/A (prior to CPA qualification) | Qualified as New York CPA during tenure |
| Bahamas Chamber of Commerce | President | 2007–2009 | Business advocacy leadership |
| Kingdom of The Netherlands (Bahamas) | Honorary Consul | Jun 2009–May 2017 | Diplomatic liaison role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AML Foods Limited | Chairman of the Board | 2009–2017 | Board leadership |
| Insurance Company of the Bahamas | Chairman of the Board | 2008–2017 | Board leadership |
| J.S. Johnson Insurance Agents & Brokers | Director | 2008–2017 | Board service |
| Millennium Sustainable Ventures Corp. (formerly MILC) | Director | 2013–2017 | Board service; ended prior to PW’s MILC-related leases |
| Baha Mar | Director | 2011–2015 | Board service |
Board Governance
- Committee assignments: Audit Committee (Chair since Feb 24, 2024), Nominating Committee (Member), Special Committee – Related Party Transactions (Member) .
- Audit Committee composition and expertise: Two independent trustees (D’Aguilar as Chair; Susman as member); D’Aguilar designated “audit committee financial expert” .
- Committee activity: Audit Committee met to approve financial statement filings and acted by written consent twice in 2024; Compensation Committee and Nominating Committee did not meet in 2024 .
- Independence: Board comprises four trustees; three are independent (Susman, Haynes, D’Aguilar) .
- Annual meeting: Three of four trustees attended the 2024 annual meeting; attendance encouraged by policy .
- Governance policies: Insider Trading Policy in effect; Compensation Clawback Policy adopted in 2023 by Compensation Committee and Board .
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards | Option Awards (grants in year) | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $0 | $0 |
Notes:
- No restricted stock or option grants to independent trustees in 2024; PW reimburses reasonable trustee expenses, but none were reimbursed in 2024 .
Performance Compensation
- None disclosed for directors; no performance-based metrics tied to director compensation were presented in the proxy for 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed beyond PW |
| Prior public company roles | Director, Millennium Sustainable Ventures Corp. (formerly MILC), 2013–2017 |
| Interlocks/conflicts | MILC (affiliated with PW’s CEO) had historical related-party leases; those were approved by independent trustees and subsequently terminated; not tied to D’Aguilar personally |
Expertise & Qualifications
- CPA (New York); “financially literate” with audit committee financial expert designation .
- Over 30 years of accounting, finance, management, and government experience; Cornell BS and MBA .
Equity Ownership
| As-of Date | Common Shares | Options (Exercisable/vesting within 60 days) | Strike Price | % of Outstanding Shares |
|---|---|---|---|---|
| Mar 31, 2025 | 600 | 9,444 | $13.44 | <1% |
| Jul 28, 2025 | 600 | 10,000 | $13.44 | <1% |
Notes:
- Outstanding options are 10-year grants dated July 15, 2022 .
- PW had 3,389,661 shares outstanding (Mar 31, 2025) and 3,389,961 at record date (Jul 28, 2025) .
Governance Assessment
- Strengths: Independent trustee, Audit Chair, and SEC-defined audit committee financial expert; multi-sector leadership experience; Clawback and Insider Trading policies provide risk controls .
- Alignment: Modest personal share ownership (600 shares) and long-dated options; no cash fees paid in 2024, limiting fixed comp burden .
- Oversight role on related-party matters: Serves on Special Committee – Related Party Transactions; independent trustees approved related-party arrangements and those MILC-affiliated leases are now terminated .
- Attendance/engagement signals: Audit Committee took actions (including written consents) in 2024; however, Compensation and Nominating Committees did not meet in 2024, indicating limited formal activity in those areas .
- RED FLAGS:
- Minimal director cash compensation and limited committee meeting frequency (Compensation/Nominating did not meet in 2024) could indicate under-resourced governance processes for a REIT facing operational challenges .
- Significant related-party exposure at the issuer level (CEO affiliations with MILC, HBP, IntelliGen) requires continued robust oversight; while D’Aguilar is not party to these, their existence is a governance risk factor the Audit Chair must monitor .
- Very low personal share ownership (<1%) may limit “skin-in-the-game” alignment, though option holdings provide some upside linkage .