Ernesto Zedillo
AlcoaAbout Ernesto Zedillo
Ernesto Zedillo is an Independent Director of Alcoa Corporation, serving since 2016; he is 73 years old and sits on the Governance and Nominating Committee and the Safety, Sustainability and Public Issues Committee . He is a longtime Yale University professor (since 2002) and former President of Mexico (1994–2000), bringing global public policy, international economics, and geopolitical expertise that the Board cites as valuable for government relations, regulatory and trade issues across Alcoa’s footprint . The Board’s skills matrix and independence determination confirm his independent status and highlight his global perspective and leadership credentials; his tenure on the Board is listed as 8 years .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Government of Mexico | President of Mexico | 1994–2000 | Led the country; experience provides Board insight into global regulatory, economic, energy, political, and trade issues . |
| Government of Mexico | Secretary of Education; Secretary of Economic Programming and the Budget; Undersecretary of the Budget; Board member of state-owned enterprises incl. PEMEX | — | Senior economic and governance roles inform oversight of public policy and state-enterprise dynamics . |
| Banco de México (Central Bank) | Deputy Manager of Economic Research; Deputy Director | — | Monetary policy/economic research background supports financial literacy and risk oversight . |
| Trust Fund for the Coverage of Exchange Risks | Founding General Director | — | FX risk management expertise relevant to commodity-currency exposures . |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Yale University | Frederick Iseman ’74 Director, Yale Center for the Study of Globalization; Professor of International Economics and Politics; Professor Adjunct of Forestry & Environmental Studies; Senior Fellow at the Jackson School of Global Affairs | Since 2002 | Ongoing academic leadership and policy expertise . |
| Iberdrola (Spain) | International Advisory Board Member | Current | Energy sector advisory role (non-directorship) . |
| Citigroup Inc. | Director (prior) | 2010–2022 | Previous public company directorship . |
| The Procter & Gamble Company | Director (prior) | 2001–2019 | Previous public company directorship . |
Board Governance
| Item | Detail |
|---|---|
| Board Independence | Board affirmatively determined Zedillo is independent under NYSE standards and Alcoa’s Director Independence Standards . |
| Committees | Governance and Nominating Committee (Member); Safety, Sustainability and Public Issues Committee (Member) . |
| Committee Chairs | Not a chair (GN Chair: Mary Anne Citrino; SSPI Chair: Jackson P. Roberts) . |
| Committee Meetings (2024) | GN: 4 meetings; SSPI: 5 meetings . |
| Board Meetings (2024) | 11 meetings; average non-employee director attendance ~98%; each non-employee director attended at least 75% of Board and committee meetings; all directors attended 2024 Annual Meeting . |
| Executive Sessions | Independent directors meet in regular executive sessions without management present . |
| Tenure on Board | 8 years (skills matrix) . |
| Overboarding Policy | All current directors compliant with Alcoa’s limits (≤3 other public boards for non-executive directors) . |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| 2024 Cash Fees (Zedillo) | $130,000 . |
| 2024 Equity Grants (Zedillo) | $159,997 (RSUs; grant-date fair value, ASC 718) . |
| 2024 Total (Zedillo) | $289,997 . |
| Program—Annual Cash Retainer (Non-Employee Directors) | $130,000 . |
| Program—Annual Equity Award (RSUs) | $160,000; generally time-based RSUs vest after one year; prorated RSUs for mid-year joins vest at next Annual Meeting; settlement elected post-service . |
| Additional Chair/Member Fees (examples) | Non-Exec Chair $175,000; Audit Chair $27,500 (incl. member fee); Audit Member $11,000; People & Compensation Chair $20,000; Governance & Nominating Chair $20,000; Other Committee Chair $16,500 . |
| Deferral | Directors may defer cash fees into various options or into fully vested RSUs; deferred cash paid post-service; deferred RSUs settled in stock post-service . |
| Program Review | 2024 review by Pay Governance concluded Alcoa’s director pay approximates market median; Board made no program changes in 2024 . |
Performance Compensation
Non-employee directors do not receive performance-based incentives; equity is time-based RSUs and there are no director performance metrics or formulaic incentive outcomes disclosed .
| Performance Metrics for Directors | Status |
|---|---|
| Performance-based pay elements | None; director equity is time-based RSUs . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Company Directorships | None . |
| Prior Public Company Directorships | Citigroup Inc. (2010–2022); The Procter & Gamble Company (2001–2019) . |
| Advisory/Other Affiliations | Iberdrola international advisory board (current) . |
| Compensation Committee Interlocks | Company discloses no interlocks among People & Compensation Committee members and executives of other companies; Zedillo is not on that committee . |
Expertise & Qualifications
- The Board highlights Zedillo’s broad experience in government policy, international economics, and geopolitics, and prior service as President of Mexico, providing a global perspective for government relations and public affairs in countries where Alcoa operates .
- His extensive leadership experience provides insight into global regulatory, economic, energy, political, and trade issues—skills applicable to Alcoa’s regulatory and commodity context .
- The Board’s skills matrix reflects his independent status and broad competencies consistent with global business and risk oversight expectations .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially Owned Shares (as of Mar 1, 2025) | 45,064 shares; less than 1% of 258,885,457 shares outstanding . |
| Additional Underlying Stock Units | 45,751 units . |
| Total (Shares + Underlying Units) | 90,815 . |
| Unvested RSUs Held (as of Dec 31, 2024) | 4,017 RSUs . |
| Director Stock Ownership Guideline | Minimum $750,000 until retirement . |
| Value of Zedillo’s Holdings for Guideline Purposes (Jan 1, 2025) | $3,662,569 . |
| Hedging/Pledging | Company prohibits short selling, hedging, or pledging by directors . |
Related Party Transactions and Conflicts
- Related Person Transaction Policy: GN Committee (where Zedillo is a member) reviews/approves related person transactions over $120,000 and oversees ongoing relationships for conflicts, independence impact, and arm’s-length terms .
- 2024 Disclosures: Only related-person transaction disclosed concerned the spouse of a company executive; no transactions involving Zedillo were disclosed .
- Independence: Board found no material relationships impairing any director’s independence (other than the CEO’s employment) and affirmed Zedillo’s independence .
Governance Assessment
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Strengths/Signals
- Long tenure with consistent independence, strong global policy credentials, and service on governance-related committees support board effectiveness and risk oversight .
- High engagement environment: Board met 11 times; average attendance ~98%; all directors attended the 2024 Annual Meeting—supports robust oversight culture .
- Alignment: Director pay structure uses approximately half equity; ownership guideline at $750,000 with Zedillo’s holdings valued at $3.66M, indicating strong skin-in-the-game; hedging/pledging prohibited .
- No related-party exposure disclosed for Zedillo; GN Committee oversight of related persons reduces conflict risk .
-
Potential Risks/Watch Items
- Retirement horizon: Board policy discourages standing for election at age 75; Zedillo is 73, suggesting potential succession planning and board refresh considerations in the near term .
- External affiliations: Service on Iberdrola’s international advisory board is not a related-party transaction but should continue to be monitored by GN Committee for any potential perceived conflicts given energy relevance to Alcoa’s operations; Board has affirmed independence .
No RED FLAGS identified in the proxy for Zedillo on attendance, pay anomalies, related-party transactions, pledging, or interlocks; independence and ownership alignment are strong .