Sidney M. Gutierrez
About Sidney M. Gutierrez
Independent director of TXNM since 2015; age 73. Chair of Vaya Space (formerly Rocket Crafters) and retired CEO (2018), with prior service as a USAF Colonel, NASA astronaut and Space Shuttle Mission Commander, and senior leadership at Sandia National Laboratories focused on nuclear and renewable energy, safety, and cybersecurity/SCADA risk management. Education: B.S. Aeronautical Engineering (Distinguished Graduate), United States Air Force Academy; M.A. Management, Webster University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vaya Space (formerly Rocket Crafters) | Chair; retired CEO | CEO retired 2018; Chair current | Led rocket propulsion R&D and launch systems; capital raising for start-up; governance oversight |
| Sandia National Laboratories | Director, Environmental, Safety & Health Programs; senior leadership roles | — | Lab-wide safety program cut accident rate in half; led nuclear power reactor research, solar/wind, advanced fuel cycles, nuclear waste disposal |
| NASA | Astronaut; Space Shuttle Mission Commander | — | Mission command experience; national advisory panels reporting to President and Congress |
| United States Air Force | Colonel; fighter/test pilot | — | High-reliability operations and risk management |
| Texas-New Mexico Power Company (prior to PNM acquisition) | Director | — | Utility board experience pre-acquisition |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Vaya Space | Chair | Current | Governance of aerospace technology development |
| Burke Center for Youth; Center for the Intrepid | Board/Non-profit involvement | — | Community service and veteran support |
| New Mexico Institute of Mining and Technology; New Mexico Spaceport Authority | Prior roles | — | Academic/spaceport governance support |
Board Governance
- Independence: Board affirmed independence of all non-employee nominees; Gutierrez is independent .
- Committees (2024): Audit and Ethics; Nominating and Governance; not a chair .
- Committees (2025 confirmed): Audit; Nominating; not a chair .
- Attendance: In 2024 the Board met 7 times; all incumbent directors attended 94% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Audit held 6 executive sessions in 2024; committees comprised entirely of independent directors .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Paid quarterly; policy increased to $115,000 for 2025 |
| Board/committee meeting fees | $3,000 | $1,500 per meeting after eight; Gutierrez total Board meeting fees $3,000 |
| Committee chair fees | $0 | Not a chair |
| Lead independent director retainer | $0 | Role held by N. Becker ($30,000) |
| Total cash fees earned (2024) | $108,000 | Sum of retainer and meeting fees |
Performance Compensation
| Equity Award | Grant Date | Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted stock rights (RSRs) | June 4, 2024 | 3,568 | $135,000 at $37.84/sh | Vest on first anniversary of grant; directors may elect to defer |
| 2025 annual RSR policy | — | — | Target market value $145,000 | Board approved increase for 2025 |
Additional features:
- Equity plan prohibits option repricing; generally “double trigger” vesting upon change-of-control; awards subject to potential forfeiture/clawback per Company policy framework .
- Directors’ equity deferral program in place since 2017/2018; Gutierrez shows no deferred RSRs as of March 24, 2025 .
Other Directorships & Interlocks
| Company | Exchange | Role | Committee Roles |
|---|---|---|---|
| None disclosed | — | — | — |
| The proxy board matrix lists “Other Public Company Boards” for each nominee; Gutierrez has none listed . |
Committee interlocks: No compensation committee interlocks or insider participation reported for 2024 .
Expertise & Qualifications
- Safety and reliability leadership: Led Sandia safety program cutting accident rate; extensive high-reliability operations background (USAF/NASA) .
- Energy domain expertise: Nuclear operations; renewable/sustainable energy; utility governance (prior TNMP board) .
- Cybersecurity/SCADA risk: Experience in technology systems and security threats including SCADA .
- Finance and capital: Start-up capital raising; financial literacy from technical leadership .
Equity Ownership
| Holder | Shares Held | Right to Acquire within 60 Days | Total Beneficial Ownership | Percent of Class | Deferred RSRs |
|---|---|---|---|---|---|
| S. M. Gutierrez | 23,143 | 3,568 | 26,711 | <1% | — |
Ownership alignment policies:
- Directors must hold shares equal to 5× annual cash retainer; must retain 100% of vested RSRs until guideline met; all directors have met or are expected to meet requirements .
- Hedging and pledging of Company stock prohibited for directors and officers .
Insider Trading and Section 16 Compliance
| Metric | Status |
|---|---|
| Section 16(a) filing compliance (2024) | All executive officers and directors complied; filings timely based on Company review |
Potential Conflicts and Related-Party Exposure
- Related party transactions policy requires pre-approval; none involving related persons since January 1, 2024 .
- Audit Committee charter limits audit committee memberships; Gutierrez has no other public company audit committee roles disclosed .
- No hedging/pledging; minimizes alignment risks .
Governance Assessment
- Board effectiveness: Independent director serving on Audit and Nominating; relevant expertise in safety, nuclear, renewable, and cybersecurity supports risk oversight; committees comprised entirely of independent directors .
- Attendance and engagement: 94% aggregate attendance among incumbents; audit held 6 meetings with 6 executive sessions; directors attend annual meeting .
- Compensation alignment: Director pay mix balanced (cash retainer plus time-vested equity); ownership guidelines and no hedging/pledging strengthen alignment; 2025 adjustments move toward peer median .
- Shareholder signals: 2024 Say-on-Pay support at 84% reflects acceptable governance/compensation posture, though focused on NEOs rather than directors .
RED FLAGS: None disclosed specific to Gutierrez. Company-wide guardrails in place (no hedging/pledging; no related-party transactions; clawback policy; double-trigger vesting; independent committees) reduce governance risk .