Indra's Board Reshuffle Following Resignations Amid Acquisition Discussions
Francisco Javier García and Luis Abril resign as Indra's directors amid concerns over potential legal liabilities from the acquisition of Escribano.
Francisco Javier García, an independent director and former president of Seat, along with executive director Luis Abril, have resigned from their positions at Indra, a prominent technology and defense company.
Their resignations coincide with discussions regarding the potential acquisition of Escribano Mechanical & Engineering (EM&E), a firm connected to Indra's current president, Ángel Escribano.
Luis Abril also stepped down from his role as CEO of Minsait, Indra's civil division, on the same day.
In their stead, Indra has proposed the appointment of Eva Fernández and Oriol Pinya as independent board members.
This decision comes amid reports that several board members were contemplating resigning to avoid potential criminal liability related to the acquisition, particularly in the event of shareholder litigation.
As board members collectively bear responsibility for such decisions, these concerns prompted early exits from García and Abril, even as their terms were nearing completion, suggesting a pre-existing plan for their departure.
Indra announced through a statement to the Comisión Nacional del Mercado de Valores (CNMV) that Luis Abril's contract, which would have seen him re-elected at the next general assembly, will not be renewed, terminating on June 25, 2025. However, he will remain with the company until September 30, 2025, to ensure a smooth leadership transition for Minsait.
Similarly, García will leave the board on June 23, opting against re-election.
In light of these changes, Indra's board expressed gratitude for the contributions made by both García and Abril.
Eva Fernández is currently an independent director at Banca March and the Iberian Energy Market Operator (OMIE).
She has a substantial background in finance and has held various roles at international firms, including as an executive director at BNP Paribas and a vice president at American Express.
Oriol Pinya, co-founder of ABAC Capital, has experience with APAX Partners, Merrill Lynch, and Boston Consulting Group.
He is involved with several non-profit organizations and has notable academic credentials, including an MBA from Harvard Business School.
Following these appointments, Indra's board will comprise 50% independent directors, achieving the parity targets established by the recently enacted Law 2/2024 regarding gender representation.
Luis Abril's resignation occurred during a board meeting, and sources within the company indicate it was influenced, in part, by his disagreement with the execution of Indra’s strategic plan.
Under this plan, Minsait contributed significantly, accounting for 62% of Indra’s revenues in 2024, yet its status may be impacted by a strategic pivot towards defense-related activities.
Indra aims for a revenue target of €10 billion by 2030, propelled by geopolitical shifts and increased military spending in Europe, including a substantial budget increase for Spain this year, which is expected to drive demand for defense contracts.
The company's considerations include a potential merger with Escribano, which, along with the Escribano family, holds a 14.3% stake in Indra, making it the second-largest shareholder after the Spanish government, which owns 28% through the Sociedad Estatal de Participaciones Industriales (SEPI).
Moreover, Indra is pursuing an acquisition of the armored vehicles division of Italian group Iveco and plans to enhance its stake in ITP Aero.
This year marks the end of terms for 11 board members, including six of the seven independent directors and several others affiliated with SEPI.
While some terms conclude before the upcoming shareholders' meeting on June 26, only García and Abril's departures have been confirmed.
The remaining independent directors are expected to complete their current terms in October, leading to further changes in the board.
Recent reports suggest that there has been some dissent among independent directors regarding certain strategic decisions, particularly the shift towards a purely defense-focused business model.
Ángel Escribano is expected to continue reshaping the board to align with the company's strategic direction and facilitate upcoming decisions related to the potential merger with EM&E and the acquisition of the Iveco subsidiary.
Their resignations coincide with discussions regarding the potential acquisition of Escribano Mechanical & Engineering (EM&E), a firm connected to Indra's current president, Ángel Escribano.
Luis Abril also stepped down from his role as CEO of Minsait, Indra's civil division, on the same day.
In their stead, Indra has proposed the appointment of Eva Fernández and Oriol Pinya as independent board members.
This decision comes amid reports that several board members were contemplating resigning to avoid potential criminal liability related to the acquisition, particularly in the event of shareholder litigation.
As board members collectively bear responsibility for such decisions, these concerns prompted early exits from García and Abril, even as their terms were nearing completion, suggesting a pre-existing plan for their departure.
Indra announced through a statement to the Comisión Nacional del Mercado de Valores (CNMV) that Luis Abril's contract, which would have seen him re-elected at the next general assembly, will not be renewed, terminating on June 25, 2025. However, he will remain with the company until September 30, 2025, to ensure a smooth leadership transition for Minsait.
Similarly, García will leave the board on June 23, opting against re-election.
In light of these changes, Indra's board expressed gratitude for the contributions made by both García and Abril.
Eva Fernández is currently an independent director at Banca March and the Iberian Energy Market Operator (OMIE).
She has a substantial background in finance and has held various roles at international firms, including as an executive director at BNP Paribas and a vice president at American Express.
Oriol Pinya, co-founder of ABAC Capital, has experience with APAX Partners, Merrill Lynch, and Boston Consulting Group.
He is involved with several non-profit organizations and has notable academic credentials, including an MBA from Harvard Business School.
Following these appointments, Indra's board will comprise 50% independent directors, achieving the parity targets established by the recently enacted Law 2/2024 regarding gender representation.
Luis Abril's resignation occurred during a board meeting, and sources within the company indicate it was influenced, in part, by his disagreement with the execution of Indra’s strategic plan.
Under this plan, Minsait contributed significantly, accounting for 62% of Indra’s revenues in 2024, yet its status may be impacted by a strategic pivot towards defense-related activities.
Indra aims for a revenue target of €10 billion by 2030, propelled by geopolitical shifts and increased military spending in Europe, including a substantial budget increase for Spain this year, which is expected to drive demand for defense contracts.
The company's considerations include a potential merger with Escribano, which, along with the Escribano family, holds a 14.3% stake in Indra, making it the second-largest shareholder after the Spanish government, which owns 28% through the Sociedad Estatal de Participaciones Industriales (SEPI).
Moreover, Indra is pursuing an acquisition of the armored vehicles division of Italian group Iveco and plans to enhance its stake in ITP Aero.
This year marks the end of terms for 11 board members, including six of the seven independent directors and several others affiliated with SEPI.
While some terms conclude before the upcoming shareholders' meeting on June 26, only García and Abril's departures have been confirmed.
The remaining independent directors are expected to complete their current terms in October, leading to further changes in the board.
Recent reports suggest that there has been some dissent among independent directors regarding certain strategic decisions, particularly the shift towards a purely defense-focused business model.
Ángel Escribano is expected to continue reshaping the board to align with the company's strategic direction and facilitate upcoming decisions related to the potential merger with EM&E and the acquisition of the Iveco subsidiary.
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