Corporate Governance

Members of the Board of Directors

Mr. José Luis de Mora Gil-Gallardo Chairman of the Board

Mr. José Luis de Mora Gil-Gallardo Chairman of the Board

Mr. José Luis de Mora Gil-Gallardo, Chairman of the Board

Mr. José Luis de Mora is currently the Executive Vice Chair of Santander Group, Global Executive Vice President of Digital Consumer Bank, Global Head of Corporate Development and Financial Planning.

Vice Chair of the Board of Santander Bank Polska. Board member of Santander Consumer Finance, Openbank SA, Openbank México SA, Financiera El Corte Inglés, E.F.C  S.A., Gravity Cloud Technology and Institución de Banca Múltiple, G.F.S. Mexico .

In 2003 he joined Santander as Head of Corporate Development, and since then he has held the positions of Head of Strategy of Santander Group and CEO of Santander Consumer Finance (SCF). He represented Santander on the European Banking Federation’s banking affairs committee and was a Board member of Santander Fintech Limited, Santander Fintech Holdings S.L. (vice chair), Santander Consumer Bank A.G, Santander Consumer Holding GmbH, Santander Speedboats Holding Company, S.L., SCUSA y SB NA.

Mr. José Luis de Mora previously worked in London at Merrill Lynch, Kleinwort Benson and Daiwa Securities. He began his professional career at the Banco de España and was ranked among the three most voted banking analysts by Extel.

From September 2020 to October 2024, he was President of the CFA Society Spain. CFA Society is part of the global investment managers association, CFA Institute.

Mr. José Luis de Mora holds a combined degree in Economics/Business Administration and Law in Spain (ICADE E-3) as well as an MBA from Boston College (on an ICADE scholarship). He is also a CFA charter holder.

 

Appointment date: 16 May 2024

Member of the Planning and Coordination Committee

Mr. Ismael Clemente Vice Chairman

Mr. Ismael Clemente Vice Chairman

Mr. Ismael Clemente, Vice Chairman and Chief Executive Officer (CEO)

Mr. Clemente has over 20 years’ experience as a real estate professional. He is currently CEO of MERLIN Properties, SOCIMI of which he is a founding partner. Before founding MERLIN, he worked Arthur Andersen Legal and Tax Advisors (currently Garrigues), Bankers Trust and the Deutsche Bank Group, as Managing Director, having participated in transactions with a total volume of approximately EUR 5,000 million in all types of real estate assets. These included the sale and leaseback of the Tree portfolio, the largest real estate transaction in Europe in 2009.

Since MERLIN’s IPO, he has led two of the largest transactions in the sector in Spain, the acquisition of Testa and the integration agreement with Metrovacesa, two transactions that have led MERLIN Properties to become a leading real estate company in Spain.

Ismael has been CEO of MERLIN since its foundation. He holds superior degrees in Law and in Economics & Business Administration, with a specialisation in Finance, from ICADE (E-3), is a lecturer of the MRE programme at IE Business School and a member of the Spanish Council of the Urban Land Institute (ULI).

Appointment date: 27 May 2014

Date of subsequent re-elections: 6 April 2016, 7 May 2018, 17 June 2020, 4 May 2022 and 9 May 2024.

Mr. Miguel Oñate Chief Corporate Officer / COO

Mr. Miguel Oñate Chief Corporate Officer / COO

Mr. Miguel Oñate, Chief Corporate Officer / COO

Miguel Oñate has experience as a real estate professional since 1994

Prior to joining MERLIN, he worked at Arthur Andersen and Garrigues as a legal advisor in various sectors, including real estate in all types of assets. Also, he was General Director of Grupo Marina, where he was responsible for the development of residential and tourist developments

Miguel is member of MERLIN’s management team since its foundation

He holds a degree in Law and Business Administration from ICADE (E-3)

Appointment date: 27 July 2026

Ms. Francisca Ortega Hernández-Agero Shareholder Related

Ms. Francisca Ortega Hernández-Agero Shareholder Related

Mrs. Francisca Ortega Hernández-Agero, Independent Director on behalf of Banco Santander

Ms. Francisca Ortega Hernández-Agero has assumed during most of her professional career different responsibilities in Banco Santander. In 1996 she joined Banco Central Hispano as Head of Corporate Banking Risks and later, as Banco Santander, she was in charge of the Acquisition Financing Area and the Structured Finance Management Monitoring and Control Area. Since 2009, she has been responsible for the Large Clients Department of Commercial Banking within the Restructuring and Corporate Holdings Area, incorporating, as of 2018, the management of Corporate Investment Banking clients in Spain and the coordination of international clients. Prior to joining Banco Santander, she worked for more than four years in Caja Naval de Crédito as Head of the Risk and Investment Department. Subsequently, in 1990 she assumed the Financial Management of PBI Gestión Agencia de Valores, a subsidiary of Bearbull International, being also responsible for the management of funds of foreign companies in Spain. She has been a member of the board of Metrovacesa, S.A., Sareb, S.A. and Deva Advisory Co.

Currently she is a director of PBI Gestión Agencia de Valores, of Elecnor and Chairman of the Audit committee, of Haizea Investments and Chairman of the Audit committee and member of the Nomination and Compensation committee.

Ms Francisca Ortega Hernández-Agero holds a degree in Economics and Business Administration from CUNEF and an MBA from IESE.

Appointment date: 15 September 2016

Re-election date: 10 April 2019, 27 April 2021 and 27 April 2023

Member of the Audit and Control Commission and of the Sustainability Commission

Ms. Pilar Cavero Mestre Independent Director

Ms. Pilar Cavero Mestre Independent Director

Ms. Pilar Cavero Mestre, Independent Director

Ms Pilar Cavero Mestre has had a long professional career as a lawyer. Between 1980 and 1986 she was a lawyer at Asociación de Cajas de Ahorros para Relaciones Laborales. From 1986 to 1990 she worked as a lawyer at the international law firm Fabregat y Bermejo, as a specialist in labour law, senior management, compensation and benefits, and corporate restructuring. In 1990, she joined Cuatrecasas Abogados as a founding partner and Director of its labour and employment division, and co-founding partner of Cuatrecasas Madrid. From 1999 to 2008 she was a Board member of Cuatrecasas and of the firm’s various organisation and management commissions throughout her professional career. She has been Vice-President of the Cuatrecasas Foundation since 2011, involved in training, culture and other activities aimed at strengthening the firm’s reputation, representing the firm in all kinds of national and international institutions, in addition to her position as lead partner for strategic customers of the Firm and a deputy Senior Manager at Cuatrecasas Madrid. Since 2016 she has been a lifelong Honorary Partner of the Firm.

She was a Board member of Testa in 2016 and of ABENGOA from 2017 to 2020 as an independent director and Chair of its Remuneration and Appointments Commission.

Lastly, Pilar Cavero Mestre has a Law degree from Universidad Complutense de Madrid. Master in Industrial Relations and Master in Legal Practice from Escuela de Práctica Jurídica. Master’s degree from IESE, specific executive development programme for partners of the firm. In 2007 she completed the leading professional service firms program at Harvard Business School. She holds a Professional Director Diploma from IC-A, and she has been a lecturer at IESE, teaching in the Directors and Director Candidates course since 2008.

Appointment date: 15 September 2016

Re-election date: 10 April 2019, 27 April 2021 and 27 April 2023

Member of the Nomination and Compensation Commission and of the Sustainability Commission

Mr. Juan María Aguirre Gonzalo Independent Director

Mr. Juan María Aguirre Gonzalo Independent Director

Mr. Juan María Aguirre Gonzalo, Independent Director

Mr. Juan María Aguirre Gonzalo has a professional career that, to a large extent, has been linked to the field of finance, having held positions of responsibility in the Risk, Administration and Planning Department of Banco de Progreso, S.A. (1985/1988), and later as Chief Financial Officer of the financing and leasing entity of Mercedes-Benz (1989/1990).

In 1990 he joined Torreal, S.A. as director and General Manager. During his time at Torreal, and until he left the company in 2005, he was head of financial and real estate investments in the Torreal Group and a Board member of Torreal investees.

Since 2006, he has been a shareholder and General Manager of Quantica Asesores, S.A: Financial advice to Family and Institutional Groups. He was also director of Testa Inmuebles en Renta, SOCIMI, S.A., SACYR, S.A., BBVA Elcano SCR and Sociedades Inmobiliarias in Perú and Colombia.

Lastly, Mr. Juan María Aguirre Gonzalo holds a Degree in Economics and Business Administration from Universidad Pontificia de Comillas (ICADE), and Master in Financial Management from the IE Business School.

Appointment date: 15 September 2016

Reelection date: 10 April 2019, 27 April 2021 and 27 April 2023

Member of the Audit and Control Commission, of the Nomination and Compensation Commission and of the Sustainability Commission

 

Mr. Fernando López Muñoz Shareholder Related

Mr. Fernando López Muñoz Shareholder Related

Mr. Fernando López Muñoz, Propertary Director on behalf of Nortia Capital Investment Holding

Mr. Fernando López Muñoz began his executive career in 1997 at Banco Urquijo, holding the positions of Director of Wealth Planning and Regional Director for Northern Spain. He also combined his professional activity with teaching as a professor of taxation in the LLM program at IE Business School. In 2004, he joined Citi Private Bank, where, after holding various positions, he served as CEO for Southern Europe, based in London (UK), and subsequently as CEO for Latin America, based in Miami (USA), until 2023. In 2024, he founded Panghea Capital Partners, where he also serves as CEO. The firm specializes in financial advisory and wealth management. Since October 2025, he has also served as Managing Director of Nortia Capital Investment Holding, S.L. Mr.

Fernando López Muñoz holds a law degree from the University of Valladolid and an MBA and Master of Laws from IE Business School.

Appointment date: 13 November 2025

 

Ms. Inès Archer-Toper Independent Director

Ms. Inès Archer-Toper Independent Director

Ms. Inès Archer-Toper, Independent Director

Ms. Inès Archer-Toper has held several executive roles over her 30-year career as a real estate professional. She began her career as Head of Development in Sodearif subsidiary of the French group Bouygues. Subsequently, she worked for Coprim, Groupe Société Générale, also dedicated to real estate development. She later joined Groupe Caisse des Dépots, first as CEO of Tertial, and then as Director of the commercial sector of ICADE.

After 3 years leading Continental Europe for SEGRO, in 2010 she co-founded and managed Acxior Corporate Finance. After 4 years, the firm was acquired by Edmond de Rothschild and Inès joined the firm as Senior Advisor until 2021.

She has been an Independent Director at Gecina for 12 years being member of the audit Committee and Chair of the Nominations and Remunerations Committee and of the Ethic and Conformity Committee. She is currently an Independent Director of Cofinimmo (Belgium) and has also been Member of the Audit and the Nominations and Remunerations Committee. Her term of office will expire in 2025.

Inès has been a senior advisor in LBO in the Proptech sector since 2021 and she is a Knight of the Legion of Honour in France.

Ms. Inès Archer-Toper holds a Master’s degree in Law and Real Estate.

Appointment date: 9 May 2024

Chair of the Appointments and Remuneration Committee

Ms. Julia Bayón Pedraza Propietary Director

Ms. Julia Bayón Pedraza Propietary Director

Ms. Julia Bayón, Propietary Director in representation of Banco Santander

Ms. Julia Bayón has held various responsibilities within the Santander Group for most of her professional career. After working in the corporate law department of the law firm Uría y Menéndez, she joined Banco Español de Crédito (Banesto) following its acquisition by Banco Santander. At Banesto, she held several positions, the last of which was Director of the Legal Department for the Business Area.

Following the integration of Banesto into Banco Santander in 2013, she joined Banco Santander’s Legal Department, where she served as Director of the Business Legal Department, Director of the CIB Legal Department, and Deputy Secretary of the Board of Directors of Banco Santander until July 2024.

Since that date, she has been Chief Audit Executive of the Santander Group and head of the Internal Audit division. She is also a Proprietary Director of Banco Santander Mexico.

Currently she is a joint and several director of Valle de los Pedroches S.L. and Curver S.L., and a member of the Board of Trustees of the Fundación Inclusión y Apoyo Aprocor.

She holds a degree in Law and Economics and Business Administration (E-3) from Universidad Pontificia Comillas ICAI-ICADE.

Date of Appointment: May 9, 2024

Member of the Appointments and Remunerations Committee

Mr. Olaf Díaz-Pintado Independent Director

Mr. Olaf Díaz-Pintado Independent Director

Mr. Olaf Díaz-Pintado, Independent Director, Coordinating director

Olaf Díaz-Pintado has over 32 years of experience in the international financial sector. He served as CEO of Goldman Sachs in Spain and Portugal from 2010 to 2025, co-head of client coverage in EMEA and head of investment banking for mid-cap companies in EMEA. He worked at Goldman Sachs in London and Madrid from 1999 and was named a global partner of the firm in 2012, until his retirement from the bank in 2025. Previously, he worked at investment bank Bankers Trust in Madrid, New York, and London from 1993 to 1999.

He holds a Law degree (1992) and a Business Administration degree (1993) from ICADE (E-3), and an MBA in Finance (1994) from ICADE.

Appointment date: 29 April 2026

Coordinating director

Ms. Regina Garay Salazar Independent Director

Ms. Regina Garay Salazar Independent Director

Ms. Regina Garay Salazar, Independent Director

Ms. Regina Garay Salazar has over 25 years of professional experience in the international financial sector, notably at investment banks such as Morgan Stanley, Goldman Sachs, and Deutsche Bank, in London and Madrid.

In the area of Corporate Governance, she served as non-executive Chair of the Board of Directors of LAR España Socimi from 2024 to 2025, chair of the Appointments and Remunerations Committee, member of the Audit and Control Committee.

Currently, she is an independent non-executive board member of Santander Insurance Limited SL, where she chairs the Audit Committee and serves as a member of the Risk, Compliance and Conduct Committee.

She began her executive career at Deutsche Bank, specializing in liability derivatives and bond issuances. In 2000, she joined Goldman Sachs as Executive Director and Head of Debt Capital Markets (DCM) for Spain and Portugal, where she led a team focused on global bond markets and financial risk management. From 2006 to 2023, she joined Morgan Stanley, where she served as Managing Director and Head of Fixed Income Capital Markets (FICM) for Spain and Portugal.

Ms. Regina Garay Salazar holds a degree in Economics from the Complutense University of Madrid.

Appointment date: 29 April 2026

Member of the Audit and Control Commission.

Ms. María Teresa Pulido Mendoza Independent Director

Ms. María Teresa Pulido Mendoza Independent Director

Ms. María Teresa Pulido Mendoza, Independent Director

Maria Teresa Pulido Mendoza has over 30 years of international experience across infrastructure, banking, and management consulting. She has worked on strategy, business development and corporate transformation with experience in the United States, Spain and Venezuela.

She started her professional career at McKinsey & Company and then worked in the financial sector for more than 13 years. During this period, she worked in mergers and acquisitions at Wolfensohn and held senior roles in private banking at Bankers Trust and Deutsche Bank. She later joined Citi, where she led the Wealth Management business for Iberia and Northern Europe.

In 2011, Maria Teresa joined Ferrovial as Chief Strategy Officer (CSO) and member of the Executive Committee. Over her 14-year tenure, she was instrumental in defining and executing the company’s strategic transformation, contributing to portfolio optimization and long-term shareholder value creation.

She currently serves as a member of the Board of Directors of Bankinter and is part of both the Executive Committee and the Sustainability and Appointments Committee.

In addition to her corporate roles, she is actively involved in non-profit organizations. She has been a member of the MIT Sloan Executive Board (EMSAEB) since 2006 and serves on
the board of Fundación Eugenio Mendoza.

María Teresa Pulido holds a Bachelor’s degree in Economics from Columbia University and an MBA from the MIT Sloan School of Management

Appointment date: 29 April 2026

Member of the Audit and Control Commission.

Ms. Mónica Martín de Vidales Secretary (Non-Director)

Ms. Mónica Martín de Vidales Secretary (Non-Director)

Ms. Monica Martin de Vidales, Secretary

Ms. Monica Martin de Vidales Godino is a partner at Garrigues from 1997 to 2000 and from 2004 to date, and co-director of the Corporate Law Department of the firm since July 2013.She has spent most of her career at Garrigues, after having worked for Arthur Andersen Legal & Tax and a period between 2001 and 2004, where she worked as head of Legal Department and Secretary of the Board of Telefónica Media, SA.Specialized in Corporate Law, both for private and listed companies, Monica benefits from over 25 years of experience in all tasks involving corporate matters.

Mónica Martín de Vidales Godino is a member of the Madrid Bar Association, with superior degree in law and Business Administration from the Universidad Pontificia de Comillas (ICADE). She is also associated teacher at the Universidad Pontificia de Comillas (ICADE) since 2011.

 

Mr. Ildefonso Polo del Mármol Vicesecretary (Non-Director)

Mr. Ildefonso Polo del Mármol Vicesecretary (Non-Director)

Mr. Ildefonso Polo, Vice-secretary

Mr. Ildefonso Polo is a partner of Garrigues, where he has developed almost all his career, after a brief previous tenure at EY (where he worked until August 1999). He is specialized in Corporate Law, particularly in the areas of (i) mergers and acquisitions and (ii) commercial contracts. Ildefonso is included in the Best Lawyers directory in the area of Corporate and M&A.

Ildefonso Polo is a member of the Bar Association of Madrid, superior degree in Law from the Universidad Complutense and superior degree in Business Administration from the Universidad San Pablo-CEU.