Mario Ramirez
About Mario Ramirez
Mario Ramirez (58) is an independent director of Southland Holdings, Inc. (SLND) and has served on the board since the February 2023 business combination; he currently chairs the Nominating and Governance Committee . He is Managing Director at Avalon Net Worth (since June 2018) and President of MRamirez Group, LLC (since January 2017); previously, he spent 1995–2016 at TIAA as Managing Director of Executive Relations and Hispanic Markets. He holds a BSBA in Finance from the Sam M. Walton College at the University of Arkansas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avalon Net Worth | Managing Director | Jun 2018–present | Investment banking advisory to middle-market companies |
| MRamirez Group, LLC | President | Jan 2017–present | Advisory to family offices, business development, public-private partnerships |
| TIAA | Managing Director, Executive Relations & Hispanic Markets | 1995–2016 | Senior leadership; market development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sam M. Walton College of Business | Dean’s Executive Advisory Board member | Not disclosed | Academic advisory |
| Garrison Financial Institute | Board of Directors member | Not disclosed | Academic/financial institute |
| Liberty Christian School | Board of Trustees member | Not disclosed | Non-profit governance |
| Hispanic Leadership Alliance | Vice Chairman | Not disclosed | Community leadership |
| Fossil Rim Wildlife Center | Vice Chairman | Not disclosed | Conservation non-profit |
Board Governance
- Committee assignments: Ramirez is independent and chairs the Nominating & Governance Committee; he is not listed as a member of the Audit or Compensation Committees .
- Attendance and engagement: The board met four times in 2024; each director attended at least 75% of board and applicable committee meetings .
- Independence: The board has determined Ramirez is independent under NYSE rules; SLND is a “controlled company” but currently complies with NYSE governance requirements for non-controlled companies .
- Executive sessions: Independent directors meet regularly in executive sessions without officers or non-independent directors .
| Committee | Ramirez Role | Meetings 2024 |
|---|---|---|
| Nominating & Governance | Chair | 4 |
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Cash retainer paid | $45,000 |
| Committee chair fee (N&G) | $5,000 |
| Total cash | $50,000 |
- Program change in June 2024: Non-employee director annualized retainer increased to $75,000; $10,000 additional cash to Audit Chair; $5,000 to non-employee chairs of other committees .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| RSUs | Jun 25, 2024 | 19,956 | $91,398 | Not disclosed in proxy |
| Performance Metrics Tied to Director Pay | Details |
|---|---|
| None disclosed for director compensation | Proxy describes time-based RSUs for non-employee directors; no options or PSUs for directors noted |
- Mix: Approx. 35% cash ($50,000) and 65% equity ($91,398) in 2024 for Ramirez based on disclosed totals .
Other Directorships & Interlocks
| Company Type | Organization | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No SLND proxy disclosure of other public company directorships for Ramirez |
| Private/non-profit | See External Roles table | Various | Non-profit/academic leadership roles |
Expertise & Qualifications
- Finance and advisory experience: Investment banking MD (Avalon Net Worth) and advisory (MRamirez Group), prior Fortune 100 financial services leadership at TIAA .
- Governance expertise: Chair of Nominating & Governance Committee, responsible for board composition, governance principles, and compliance monitoring .
- Education: BSBA Finance, University of Arkansas (Sam M. Walton College) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Mario Ramirez | 28,730 | Less than 1% |
- Anti-hedging: Company policy prohibits hedging by directors and officers; pledging not explicitly addressed in the proxy .
Governance Assessment
- Strengths: Independent status; chairs Nominating & Governance; documented attendance of ≥75%; anti-hedging policy; independent committee structure .
- Alignment: Equity grant of 19,956 RSUs (grant-date value $91,398) supports alignment, though beneficial ownership is modest at 28,730 shares (<1%) .
- RED FLAGS and watch items:
- No Lead Independent Director; CEO also acts as interim Chairman—reduces independent board leadership signal .
- Controlled company status; while SLND currently follows full NYSE governance requirements, it may elect exemptions in the future .
- Company-level related-party exposure (sale-leaseback with CEO/COO minority interest; significant family control; debt/guarantee arrangements) requires robust independent oversight; Ramirez is not implicated, but board monitoring is critical .
- Director compensation: Mid-year increase in cash retainer and addition of RSUs; for directors, pay is not performance-conditioned (no disclosed metrics), which is typical but provides limited pay-for-performance linkage .
Overall, Ramirez’s independence and governance chair role are positives for board effectiveness; attention should focus on independent oversight of related-party transactions and enhancing independent board leadership (e.g., establishing a Lead Independent Director) to strengthen investor confidence .