M. Max Yzaguirre
About M. Max Yzaguirre
Independent Class I director at Solaris Energy Infrastructure, Inc. (SEI) since January 30, 2025; age 64, with 35+ years spanning energy, finance, law, and government across electricity, oil & gas, banking, real estate, telecom, and private equity . He holds a BBA (1983) from the University of Texas at Austin and a JD (1986) from the University of Texas School of Law, and has been determined independent under NYSE and SEI standards; his current term runs until the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Forbes Bros. Holdings, Ltd. | Executive Chairman | Jun 2019 – Feb 2021 | Led at a leading utility infrastructure contractor (electric power construction) . |
| Forbes Bros. Timberline Construction, Inc. | Chairman; Chief Executive Officer | May 2017 – Jun 2019 | Oversaw operations in utility construction; integrated leadership across affiliates . |
| The Yzaguirre Group, LLC | Chief Executive Officer | Jun 2006 – Jun 2017 | Advisory/leadership across energy, finance, and infrastructure sectors . |
External Roles
| Company | Role | Since/Through | Committees / Notes |
|---|---|---|---|
| WaFd, Inc. (NASDAQ: WAFD) | Director | Feb 2024 – present | Risk Committee; Compensation Committee . |
| Altria Group, Inc. (NYSE: MO) | Director | May 2022 – present | Finance; Innovation; Compensation & Talent Development Committees . |
| Aris Water Solutions, Inc. (NYSE: ARIS) | Director | Oct 2021 – present | Chair, Compensation Committee; Member, Audit Committee . |
| Luther Burbank Corporation; Luther Burbank Savings | Director | Oct 2021 – Feb 2024 | Board service at bank and bank holding company . |
| BBVA USA Bancshares, Inc.; BBVA USA Bank | Director | Jun 2009 – Jun 2021 | Chaired Risk, Audit & Compliance, and Compensation Committees . |
Board Governance
- Appointment and term: Appointed Jan 30, 2025 as a Class I director; term through 2027 annual meeting .
- Independence: Board determined he meets NYSE and Company independence requirements; SEI maintains a majority independent board .
- Committee assignments (SEI): Not listed among 2024 committee rosters (appointment post-year-end); Audit (Giesinger, Parker, Argo), Compensation (Parker, Walker, Teague), Nominating & Governance (Argo, Burke, Giesinger) .
- Attendance: In 2024, the Board met 11 times; every director met at least 75% attendance. Yzaguirre joined in 2025, so 2024 attendance does not apply to him .
- Lead Independent Director: F. Gardner Parker (since 2019) presides over executive sessions of non-management directors .
- Risk oversight: Enterprise risks reviewed by internal audit and overseen via the Audit Committee to the full Board .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual cash retainer – non-employee director | $65,000 (quarterly in arrears) . |
| Committee chair retainers | Audit Chair: $90,000; Compensation Chair: $75,000; Nominating & Governance Chair: $75,000 . |
| Lead Independent Director retainer | +$20,000 (in addition to base retainer) . |
| Annual equity grant – all non-employee directors | $140,000 grant-date fair value (restricted stock) . |
| Additional equity for committee membership (non-chairs) | Audit members: +$10,000; Compensation and Nominating & Governance members: +$5,000 (equity) . |
| Meeting fees | None; reasonable travel expenses reimbursed . |
Note: 2024 director compensation table predates Yzaguirre’s appointment; his 2025 grant/fees will follow the above program .
Performance Compensation
- Non-employee directors at SEI receive time-based restricted stock; no performance-conditioned equity or option awards apply to directors. No meeting fees; equity aligns interests but is not tied to performance metrics for directors .
Other Directorships & Interlocks
| Entity | Overlap / Interlock | Relevance |
|---|---|---|
| Aris Water Solutions (NYSE: ARIS) | Yzaguirre (Director; Comp Chair; Audit member); SEI’s CEO/Chair William A. Zartler is Executive Chairman of ARIS; SEI director W. Howard Keenan also serves on ARIS board . | Board-level interlocks may enhance information flow but can raise perceived independence/conflict questions if strategic or transactional ties arise. No SEI related-party transactions with ARIS disclosed . |
| WaFd (NASDAQ: WAFD); Altria (NYSE: MO) | No disclosed relationships with SEI customers/suppliers . | Broaden network, finance/regulatory insight; no related-party exposure disclosed . |
Expertise & Qualifications
- Energy and infrastructure governance: Compensation Chair and Audit member at ARIS; deep utility construction leadership (Forbes) .
- Financial services risk and audit: Former chair of Risk, Audit & Compliance, and Compensation committees at BBVA USA; current Risk and Compensation member at WaFd .
- Legal/regulatory: JD, prior government and law experience underpins governance rigor .
- Large-cap consumer exposure: Altria board roles across Finance/Innovation/Compensation & Talent .
Equity Ownership
| Metric | Class A | Class B | Notes |
|---|---|---|---|
| Beneficially owned shares (3/21/2025) | 2,361 | — | All 2,361 are unvested restricted Class A with voting but no dispositive power prior to vesting . |
| % of class | <1% | — | Aggregate beneficial ownership less than 1% . |
| Pledged shares | None | — | Company policy prohibits pledging absent Audit Committee waiver; hedging also prohibited . |
Governance Assessment
- Positives: Independent director with substantial chair-level compensation and risk/audit experience in public companies (banks, energy water services), adding risk oversight depth; equity-based director pay aligns with shareholders; company prohibits hedging/pledging; no related-party transactions involving Yzaguirre disclosed .
- Watch items: Board interlock concentration at ARIS (with SEI’s CEO/Chair and another SEI director) could create perceived conflicts if SEI-ARIS interests intersect; monitor for any future transactions or overlapping strategic initiatives; Yzaguirre’s SEI ownership is currently low given recent appointment (initial grant reflected as unvested restricted shares) .
- Board effectiveness context: 2024 attendance across directors ≥75% and established lead independent structure support oversight; say-on-pay garnered ~96% support, indicating broad investor alignment with pay governance (though focused on executives) .
Related-Party and Conflict Check
- SEI discloses ongoing related-party arrangements primarily involving CEO-associated entities (administrative services) and 2024 MER acquisition-linked leases with significant holders; no transactions involving Yzaguirre reported; policy requires Audit Committee review of related-party transactions; hedging/pledging prohibited absent waiver .