Andrés Conesa
SEMPRAAbout Andrés Conesa
Andrés Conesa, Ph.D., age 55, has served on Sempra’s board since 2017 and is currently an independent director who chairs the Compensation and Talent Development (CTD) Committee and serves on the Audit and Executive Committees. He is the Chief Executive Officer and a director of Grupo Aeroméxico (since 2005), with prior senior roles in Mexico’s Ministry of Finance and as Chair of CINTRA; his experience spans international finance, regulation, and leading through industry disruption, including the COVID-19 shock to aviation. The board explicitly notes his leadership in sustainable business practices in air transportation and deep stakeholder expertise in Mexico.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mexico Ministry of Finance | Various roles; most recently Deputy Undersecretary of Public Credit | 1991–2004 | Senior economic/finance leadership in federal government |
| CINTRA (holding co. of Aeroméxico & Mexicana) | Chairman of the Board | 2003–2005 | Oversight of Mexico’s legacy airline assets |
| International Air Transport Association (IATA) | Board of Governors; Chairman (2015 term) | 2008–2018; Chair in 2015 | Global airline policy and industry governance |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Grupo Aeroméxico, S.A.B. de C.V. | Chief Executive Officer; Director | Current | Public company directorship |
| SkyTeam (global airline alliance) | Chairman | Current | Airline alliance leadership |
| Infraestructura Energética Nova (IEnova) | Director | Former | Prior Sempra-related Mexican energy infrastructure affiliate |
| Genomma Lab International | Director | Former | Public company board experience |
| Mexican Stock Exchange | Director | Former | Market/infrastructure oversight experience |
Board Governance
- Committee assignments and chair role: Chair, Compensation & Talent Development; Member, Audit; Member, Executive. Audit Committee membership is confirmed in the Audit Committee report.
- Independence: Listed as “INDEPENDENT DIRECTOR”; nine of 11 2025 director nominees are independent and all NYSE-required committees are 100% independent.
- Attendance and engagement: In 2024 the board held 5 meetings and committees held 28; incumbent directors had 100% aggregate attendance and each met the 75% threshold.
- Shareholder support: Re-elected at the May 13, 2025 annual meeting with 97.36% of votes cast “FOR” (527,610,777 For; 14,285,681 Against; 404,055 Abstain).
- Overboarding/compliance: Sempra policy limits named executive officers of public companies to ≤2 public boards (including their own company); company states all nominees comply. Prohibition on hedging/pledging company stock applies.
Fixed Compensation
- Director compensation program (2024): $105,000 annual base retainer; Mandatory Deferred Equity $50,000 per year; Annual equity award $125,000; Committee retainers include Audit Chair $20,000, CTD Chair $15,000, other committee chairs $10,000; Audit member $20,000; other committee member (including CTD, CGC, SST, Executive) $10,000.
- 2024 actual compensation (non-employee director):
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $160,000 |
| Stock Awards (RSUs/phantom) | $175,071 |
| Change in Pension Value/Deferred Comp Earnings | $4,454 |
| All Other Compensation | — |
| Total | $339,525 |
- 2023 vs 2024 (stability of structure):
| Year | Fees | Stock Awards | Total |
|---|---|---|---|
| 2023 | $160,000 | $175,085 | $338,767 |
| 2024 | $160,000 | $175,071 | $339,525 |
Performance Compensation
Non-employee director equity is time-based (not performance-conditioned). RSUs vest at the next annual meeting; phantom shares are deferred and paid in cash following board service. Quarterly Mandatory Deferred Equity ($12,500 per quarter) accrues into vested phantom shares.
| Equity Instrument | 2024 Grant Value | Vesting/Settlement |
|---|---|---|
| Mandatory Deferred Equity (phantom shares) | $50,000 | Vested quarterly; held until separation; paid in cash with dividend equivalents |
| Annual Equity Award (RSUs or phantom) | $125,071 (RSUs) | RSUs vest at next annual meeting (settled in shares); phantom paid in cash post-service |
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock Consideration |
|---|---|---|
| Grupo Aeroméxico | Public company board (CEO/Director) | Within overboarding limits; distinct industry |
| IEnova (Infraestructura Energética Nova) | Former affiliate of Sempra (former director) | Former role reduces ongoing interlock concerns |
| Mexican Stock Exchange; Genomma Lab International | Former public company directorships | Adds governance breadth |
- Related-person transactions: Company reports no related person transactions requiring review since the beginning of 2024.
Expertise & Qualifications
- International business and stakeholder expertise (Mexico regulatory/financial).
- Sustainability leadership in air transportation; experience leading through technology and market change.
- High-level policy and industry governance via IATA Board and Chair term.
Equity Ownership
- Beneficial ownership (as of March 20, 2025):
| Metric | Shares |
|---|---|
| Sempra common stock beneficially owned | 19,987 |
| Options exercisable within 60 days | — |
| Phantom shares (deferred comp; non-voting) | 10,425 |
| Total beneficial plus phantom (non-GAAP alignment view) | 30,412 |
| Ownership as % of shares outstanding | <1% (each director <1%) |
- Outstanding equity balances (as of December 31, 2024):
| Instrument | Quantity |
|---|---|
| Phantom shares | 10,205 |
| Restricted stock units | 1,668 |
| Total | 11,873 |
- Ownership guidelines: Directors must hold shares valued at 5x base retainer ($525,000); includes phantom shares and unvested RSUs; company reports all non-employee directors met or had time to meet guidelines at 2024 review. Hedging/pledging of Sempra stock is prohibited.
Governance Assessment
-
Strengths and signals
- CTD Committee Chair assignment indicates significant influence over executive pay rigor, including oversight of safety/sustainability metrics in incentive plans.
- Strong shareholder mandate: 97.36% “FOR” vote for his 2025 re-election; Say-on-Pay received 94.65% support at the same meeting.
- Independence affirmed; committees meet NYSE independence standards; board reports 100% aggregate 2024 meeting attendance.
- No related-party transactions disclosed; overboarding policy compliance for public company executives.
-
Risk indicators and potential red flags
- Contextual event: Grupo Aeroméxico’s Chapter 11 filing (June 2020). Sempra’s board considered this and concluded it does not reflect on Dr. Conesa’s integrity or qualifications; it was attributed to COVID-19’s unprecedented impact on air travel.
- Not designated as an Audit Committee Financial Expert (ACFE) at Sempra; ACFE designations are held by other directors.
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Net view: His chair role on CTD, global operator experience, and strong investor support support board effectiveness; absence of related-party issues and alignment via equity/ownership guidelines mitigate conflict concerns.