Miguel Gutiérrez
About Miguel Gutiérrez
Miguel Gutiérrez, age 67, has served as an independent director of Satellogic since 2022. He is Partner and Head of Private Markets at The Rohatyn Group (TRG), sits on TRG’s Executive Committee, and brings 30+ years of emerging markets finance experience, including senior roles at J.P. Morgan and chair roles at Telefónica Group (Argentina) and Grupo Concesionario del Oeste; he was non‑executive Chairman of YPF S.A. from April 2016 to December 2019 . SATL’s Board has determined he is independent under Nasdaq standards, and independent directors meet in regularly scheduled executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Rohatyn Group (TRG) | Partner; Head of Private Markets; Executive Committee member | Since Oct 2004 | Oversees private equity, private credit, infrastructure strategies |
| YPF S.A. | Non‑Executive Chairman | Apr 2016 – Dec 2019 | Board leadership of Argentina’s national oil company |
| Telefónica Group (Argentina) | Chairman & CEO | Not disclosed | Led Argentine operations of global telecom group |
| Grupo Concesionario del Oeste S.A. | Chairman | Not disclosed | Infrastructure concessions oversight |
| J.P. Morgan | Head of Global Emerging Markets Sales/Trading/Research; earlier Head of Latin America EM; Head of European Interest Rate Management; Treasury Manager (Madrid/Buenos Aires) | 21 years | Built JPM’s EM leadership in sales, trading, research |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| The Rohatyn Group (TRG) | Partner & Head of Private Markets | Private | Since Oct 2004 | Executive Committee member; based in Montevideo |
| YPF S.A. | Non‑Executive Chairman | Public (NYSE:YPF, BA) | Apr 2016 – Dec 2019 | Prior board role (not current) |
| Telefónica Group (Argentina) | Chairman & CEO | Public (TEF parent) | Not disclosed | Prior executive role |
| Grupo Concesionario del Oeste S.A. | Chairman | Private | Not disclosed | Prior role |
Board Governance
- Independence: Board determined Gutiérrez is “independent” under Nasdaq listing standards .
- Committee assignments:
- 2024 year-end: No committee assignments shown for Gutiérrez .
- Effective Oct 7, 2025: Appointed to the Nominating and Corporate Governance Committee (replacing Mr. Mnuchin); committee now comprises Ted Wang (Chair), Tom Killalea, and Miguel Gutiérrez; all three are independent .
- Attendance: All directors attended at least 75% of Board and committee meetings in 2024; all directors present at the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
| Governance Item | Status/Detail | Citation |
|---|---|---|
| Independence | Independent under Nasdaq standards | |
| Board service start | Director since 2022 | |
| Committee (2024 YE) | None listed | |
| Committee (as of Oct 7, 2025) | Nominating & Corporate Governance (member) | |
| Attendance threshold (2024) | ≥75% of meetings; present at 2024 AGM | |
| Executive sessions | Independent directors meet regularly |
Fixed Compensation
- Director compensation (FY2024) structure for independent non‑employee directors:
- Annual cash retainer: $60,000
- Audit Committee chair fee: $20,000
- Restricted Stock (annual equity grant): $175,000
- Notes: Directors employed by Satellogic and directors affiliated with certain related parties did not receive compensation in 2024; annual fees payable quarterly .
| Component | Amount (USD) | Notes | Citation |
|---|---|---|---|
| Annual cash retainer | $60,000 | Independent non‑employee directors | |
| Audit chair fee | $20,000 | Only if serving as Audit chair | |
| Restricted stock | $175,000 | Annual equity grant value | |
| Expense reimbursement | N/A | Travel and certain spouse travel reimbursed |
Performance Compensation
- Director equity awards are time‑based restricted stock/RSUs; the proxy does not disclose director‑specific performance metrics tied to equity for non‑employee directors. The Incentive Plan permits performance awards, dividend equivalents, and other stock‑based awards, but director metrics are not specified .
- 2025 “Non‑Employee Directors Group” aggregate stock‑based awards under the plan: $760,000, 214,689 shares (group total; not broken out per director) .
| Metric | FY2024 Directors | FY2025 Directors Group | Structure/Notes | Citation |
|---|---|---|---|---|
| Equity grant value | $175,000 | $760,000 (group total) | Time‑based restricted stock/RSUs; plan permits performance awards but none disclosed for directors | |
| Shares granted | Not disclosed | 214,689 (group total) | Group aggregation only | |
| Performance criteria | Not disclosed | Not disclosed | Plan allows, but no director‑specific metrics provided |
Other Directorships & Interlocks
| Person/Entity | Relationship | Detail |
|---|---|---|
| Hannover Holdings S.A. | Prior nominating right | Side letter (April 5, 2021) gave Hannover a board nomination right while holding ≥4% Class A. Terminated June 5, 2025; Gutiérrez, previously nominated under the letter, continues as an independent director . |
- Related‑party ecosystem context (not involving Gutiérrez personally): Liberty Strategic Capital and Cantor Fitzgerald are significant holders with advisory/placement arrangements; these are overseen and disclosed per Item 404 .
Expertise & Qualifications
- Emerging markets finance leadership (TRG; JPMorgan EM head roles) .
- Telecommunications and infrastructure governance (Telefónica Group Argentina; Grupo Concesionario del Oeste) .
- Energy sector experience (non‑executive Chair, YPF S.A.) .
- Education: Advanced Management Program (AMP), IAE — Universidad Austral (Argentina) .
Equity Ownership
- Beneficial ownership (as of Oct 15, 2025): 0 shares of Class A common stock; <1% ownership; no Class B holdings listed for Gutiérrez .
- Company policy prohibits pledging and hedging of company securities by directors .
| Ownership Item | Amount | % of Class | Notes | Citation |
|---|---|---|---|---|
| Class A shares beneficially owned | 0 | <1% (“*”) | As of Oct 15, 2025 | |
| Class B shares beneficially owned | 0 | 0% | Not listed for Gutiérrez | |
| Pledging/Hedging | Prohibited | N/A | Insider Trading Compliance Policy |
Governance Assessment
- Board effectiveness: Gutiérrez adds deep EM finance and infrastructure expertise; independence affirmed by the Board; presence on Governance Committee strengthens nominating oversight .
- Attendance and engagement: Meets at least the 75% attendance threshold in 2024; participated in AGM attendance norms .
- Ownership alignment: Zero share ownership is a notable alignment gap versus common practice for U.S. directors; equity grants exist at the board level but director‑specific holdings for Gutiérrez are 0 as of Oct 15, 2025 (RED FLAG for “skin‑in‑the‑game”) .
- Conflicts/related‑party exposure: Prior nomination under Hannover’s side letter could be perceived as sponsor‑aligned; termination of the side letter (June 2025) and explicit independent status mitigates ongoing conflict risk .
- Compensation structure: Standard mix of cash retainer and time‑based restricted stock; no disclosed director‑specific performance metrics; plan permits performance awards but not applied to directors per proxy disclosures .
RED FLAGS
- Zero share ownership as of Oct 15, 2025, limiting direct alignment with shareholder outcomes .
- Historical nomination via Hannover side letter (terminated in 2025) suggests prior sponsor influence; independence now affirmed but monitor ongoing independence and any future related‑party dynamics .
Positive Signals
- Formal independence designation and service on Governance Committee .
- Anti‑hedging/anti‑pledging policy enhances alignment and reduces risk .
- Attendance commitments met in 2024; robust governance committee charters .