Carlos Palomares
About Carlos Palomares
Carlos Palomares, age 80, has served as a director of Regional Management Corp. since 2012 and is the independent Chair of the Board (appointed July 2019). He sits on the Audit Committee and the Human Resources and Compensation Committee and is designated an “audit committee financial expert.” He holds a B.S. in Quantitative Analysis from New York University. The Board determined he is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SMC Resources | President & CEO (consulting to senior executives on business and marketing strategy) | Since 2007 | Ongoing advisory leadership to executive clients |
| Capital One Financial Corp. | SVP; COO of Capital One Federal Savings Bank | 2001–2007 (COO 2004–2007) | Consumer banking operations leadership |
| Citigroup/Citibank | Multiple senior roles: COO Citibank Latin America Consumer Bank; CFO Citibank North America Consumer Bank; President & CEO Citibank FSB Florida; Chairman & CEO Citibank Italia | 1990–2001 (roles spanning 1990–2001) | Global consumer banking leadership and finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Banesco USA (private financial institution) | Chair of the Board | Current | Privately held bank headquartered in Miami, FL |
| Pan-American Life Insurance Group, Inc. | Director | 2007–2024 | Leading life, accident, and health insurer in the Americas |
Board Governance
- Chair of the Board; independent leadership separate from CEO; presides over executive sessions of non-employee/independent directors. The Board held 16 meetings in 2024; all directors attended at least 75% of Board and committee meetings on which they served.
- Committee assignments: Audit Committee member; Human Resources and Compensation Committee member. Committee meetings in 2024: Audit (5), HRCC (7), Corporate Governance & Nominating (5), Risk (4).
- Independence: Board determined Mr. Palomares was independent during 2024 per NYSE standards.
- Audit committee financial expertise: Board determined he is an “audit committee financial expert.”
Fixed Compensation
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Board Cash Retainer (standard) | $70,000 | Annual, paid quarterly |
| Board Cash Retainer (Chair) | $95,000 | Annual, paid quarterly |
| Committee Member Cash Retainer | $8,750 per committee | Annual, paid quarterly; $17,500 if committee chair |
| 2024 Fees Earned (Palomares) | $117,990 | Cash fees including committee retainers and dividend equivalents |
| Director Stock Ownership Guideline | 5x annual cash retainer | Applies to directors; retention of 50% of net shares for 12 months until guidelines met |
| Guideline Compliance (as of 12/31/2024) | In compliance | All directors (excluding Booth appointed in 2025) were compliant |
Performance Compensation
| Equity Award | Grant Details | Vesting | 2024 Value / Shares |
|---|---|---|---|
| Board Equity-Based Award (Chair) | Annual RSA valued at $135,000 | Vests 100% on earlier of 1-year anniversary or next annual meeting (≥50 weeks), or upon death/disability/change in control; continued service required | |
| Committee Member Equity Award | $8,750 per committee service (RSA) | Same vest conditions as above | |
| 2024 Stock Awards (Palomares) | Aggregate grant-date fair value: $152,492 | RSA grant on May 23, 2024 | 5,627 RSA shares; vest per annual director schedule |
| Options Outstanding (Palomares) | Nonqualified stock options | Legacy grants outstanding | 18,670 options as of 12/31/2024 |
Directors receive time-based restricted stock; no performance-contingent metrics apply to director equity awards. Re-pricing of options/SARs without stockholder approval is prohibited.
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Positions | Potential Interlock Notes |
|---|---|---|---|---|
| Banesco USA | Private | Chair of the Board | Not disclosed | No related-party transactions with RM disclosed; director independence affirmed |
| Pan-American Life Insurance Group | Private | Director (former) | Not disclosed | Former role concluded in 2024 |
- Compensation Committee interlocks: No member (including Mr. Palomares) served as a Company officer or had relationships requiring Item 404 disclosure in 2024.
Expertise & Qualifications
- Financial services industry leadership, credit risk, corporate finance, executive compensation, accounting, and risk management; audit committee financial expert designation.
- Global operational roles across Citigroup and Capital One; consulting CEO at SMC Resources.
- Education: B.S. in Quantitative Analysis (NYU).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Carlos Palomares | 68,732 | <1.0% | Includes options counted as outstanding for holder’s %; less than 1% denotes per proxy |
| Options exercisable within 60 days | 9,188 | N/A | Included in beneficial ownership methodology per SEC rules |
| Ownership Guidelines | 5x cash retainer (directors) | Compliant | As of 12/31/2024 (excluding Booth) |
| Hedging/Pledging | Prohibited | N/A | Applies to directors; retention requirements limit pledging/hypothecation |
Governance Assessment
- Strengths: Independent Chair role with regular executive sessions; audit financial expert status; service on Audit and Compensation committees; robust anti-hedging/pledging and clawback policies; director ownership guidelines met. These support alignment and board effectiveness.
- Compensation oversight signal: 2024 say-on-pay support was 68%; Compensation Committee responded by increasing PRSU rigor in 2024 and shifting to relative TSR with ROA modifier for 2025—Palomares sits on the committee that executed these changes, indicating responsiveness to investor feedback.
- Conflicts/related-party exposure: No Item 404 related-party transactions disclosed for Compensation Committee members; related person transactions are subject to Audit Committee approval under written policy.
- Attendance and engagement: Board met 16 times in 2024; all directors met at least 75% attendance; Palomares presides over independent director sessions, indicating active governance engagement.
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, option repricing, or attendance shortfalls. 2024 say-on-pay at 68% merits ongoing monitoring of compensation program changes led by the Compensation Committee.