Emilio Carrillo Gamboa
About Emilio Carrillo Gamboa
Emilio Carrillo Gamboa is an Independent Director and Chairman of the Board of The Mexico Fund, Inc. (MXF); age 87; his current Class III term expires in 2026, having served as a Director from 1981–1987 and since 2002 . A prominent Mexican lawyer and partner at Bufete Carrillo Gamboa, S.C. since 1989, he previously served as Mexico’s Ambassador to Canada and has served or currently serves on boards of several Mexican and U.S. companies, which the Board cites as qualifications for his directorship .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bufete Carrillo Gamboa, S.C. | Partner | Since 1989 | Board notes his substantial legal and business experience as a qualification |
| Government of Mexico | Ambassador to Canada | Not disclosed | Public service background cited by Board as part of qualifications |
External Roles
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| None reported | — | — | “Other Directorships Held by Director” shows None |
Board Governance
- Chairman of the Board (Independent Director); the Chairman sets agendas, presides over Board meetings, and leads communications; independent directors regularly hold executive sessions without management .
- Independence: Committees (Audit, Contract Review, Nominating and Corporate Governance) are composed entirely of directors who are not “interested persons” and who meet NYSE independence standards; he is listed among Independent Directors .
- Attendance: In FY2024, the Board held 4 regular meetings; Audit (2), Valuation (1), Contract Review (1), Nominating & Corporate Governance (2). Each director attended at least 75% of Board and committee meetings of which they were members; seven directors attended the March 5, 2024 annual meeting .
- Committee memberships and chair roles:
- Audit Committee — Member; Chair: Jonathan Davis (also Audit Committee Financial Expert) .
- Valuation Committee — Member; Chair: Richard B. Vaughan .
- Contract Review Committee — Member; Chair: Claudia Jañez .
- Nominating & Corporate Governance Committee — Member; Chair: Claudio X. González .
| Committee | Membership | Chair? | Notes |
|---|---|---|---|
| Audit | Member | No — Jonathan Davis | Oversees auditor selection, audit/non-audit work, compliance |
| Valuation | Member | No — Richard B. Vaughan | Oversees pricing/valuation procedures |
| Contract Review | Member | No — Claudia Jañez | Reviews advisory/admin agreements |
| Nominating & Corporate Governance | Member | No — Claudio X. González | Board effectiveness, director nominations, compensation review |
Fixed Compensation
- Director fee structure: Annual director retainer $26,000; Chairman of the Board additional $7,000; Audit Committee Chair additional $5,250 (not applicable to him); Board meeting fee $2,000 ($1,000 if attending by telephone); Committee/special telephonic Board meeting fee $1,000; reimbursement of out-of-pocket expenses; aggregate director/officer fees and reimbursements in FY2024 were $437,707 .
- Fee cap policy: Director fees capped if they exceed 0.11% of Fund AUM, effective March 10, 2020 .
- FY2024 aggregate compensation to Emilio Carrillo Gamboa: $51,000; no pension or retirement benefits; no estimated annual benefits upon retirement .
| Component | Amount/Terms |
|---|---|
| Annual Director Retainer | $26,000 |
| Chairman Additional Retainer | $7,000 |
| Board Meeting Fee | $2,000 per meeting; $1,000 by telephone |
| Committee/Special Telephonic Meeting Fee | $1,000 per meeting |
| Fee Cap Policy | Capped if aggregate fees exceed 0.11% of AUM |
| FY2024 Aggregate Compensation (Emilio C. Gamboa) | $51,000 |
| Pension/Retirement Benefits | None |
Performance Compensation
- Directors are paid retainers and meeting fees; no stock or option award grants, bonuses, or performance-tied compensation are disclosed for directors .
| Performance-linked element | Terms/Status |
|---|---|
| Bonus | Not disclosed for directors |
| Stock awards (RSUs/PSUs) | Not disclosed for directors |
| Options | Not disclosed for directors |
| Performance metrics tied to pay | Not disclosed for directors |
| Clawbacks/Change-in-control/severance | Not disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlock/Conflict Notes |
|---|---|---|---|
| None reported | — | — | No other public company directorships disclosed |
Expertise & Qualifications
- The Board cites his substantial legal and business experience, partnership at Bufete Carrillo Gamboa, S.C., and prior ambassadorial service as supporting qualifications; he also serves as Board Chairman .
- Independent director status and multi-committee membership reinforce governance expertise across audit, valuation, contract review, and nominations .
Equity Ownership
- Beneficial ownership: 5,308 shares; less than 1% of class; dollar range of equity securities owned: $50,001–$100,000 (based on market price of $13.20 on 12/31/2024) .
- Alignment policy: Half of annual retainer must be used to purchase Fund shares on the secondary market until a director’s Retained Shares are valued at $100,000; Retained Shares must be held during tenure (waivers may be approved by the Board) .
- Independence safeguards: As of 12/31/2024, none of the independent directors, nominees, or their immediate family members owned shares of the adviser or its affiliates .
| Metric | Value |
|---|---|
| Shares owned | 5,308 |
| Percent of class | <1% |
| Dollar range of holdings | $50,001–$100,000 |
| Ownership guideline/policy | Half of retainer to purchase shares until $100,000; retain during tenure |
| Adviser/affiliate ownership (independent directors) | None |
Governance Assessment
- Independence and leadership: Independent Chairman presides over a Board where at least 75% are independent; the Board regularly holds executive sessions without management, enhancing oversight and investor confidence .
- Committee coverage and oversight: He serves on Audit, Valuation, Contract Review, and Nominating & Corporate Governance Committees — all composed entirely of independent directors — providing broad coverage of financial reporting, valuation, advisory contract oversight, and board effectiveness .
- Attendance and engagement: FY2024 attendance at least 75% across Board and committee meetings for all directors; Board met four times with active committee schedule; seven directors attended the 2024 annual meeting .
- Ownership alignment: Personal stake of 5,308 shares with a disclosed dollar range of $50,001–$100,000, plus a formal policy requiring directors to build and retain $100,000 of Fund shares, aligns oversight incentives with shareholders .
- Conflicts and related-party exposure: Independent directors (including Carrillo Gamboa) and their immediate families had no holdings in the adviser or affiliates as of 12/31/2024; Contract Review Committee oversight of advisory and services agreements provides an independent check given the adviser’s control by the Fund’s interested director .
- RED FLAGS: No director-specific related-party transactions, hedging/pledging, tax gross-ups, or repricing disclosed for Carrillo Gamboa; director fee cap at 0.11% of AUM and mandated ownership policy further mitigate compensation risk .
Section 16 compliance: The Fund reports all reporting persons complied with filing requirements in fiscal 2024, reducing insider-trading disclosure risk .