Jonathan Davis Arzac
About Jonathan Davis Arzac
Independent Class III Director of The Mexico Fund, Inc. (MXF), age 72, serving since 2011 with current term expiring in 2026 . Occupation: Chairman of the Macquarie Mexican Infrastructure Fund; previously President of Mexico’s National Banking and Securities Commission (CNBV) from Dec 2000–Dec 2006 . In FY2025, he chairs MXF’s Audit Committee and is designated the Audit Committee Financial Expert; he is also a member of the Contract Review and Nominating & Corporate Governance Committees, and serves on the Valuation Committee as member/alternate . He is classified as an Independent Director (not an “interested person” under the 1940 Act) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macquarie Mexican Infrastructure Fund | Chairman | Current | Leads an unlisted, peso-denominated fund focused on Mexican infrastructure . |
| Comisión Nacional Bancaria y de Valores (CNBV) | President | Dec 2000–Dec 2006 | Led Mexico’s banking and securities regulator . |
| The Mexico Fund (MXF) | Valuation Committee Chair (historical) | Chair in FY2024 | Oversaw fair value procedures; role transitioned to Mr. Vaughan in FY2025 . |
| National Autonomous University of Mexico (UNAM) | Trustee of the Board | Current (disclosed FY2024) | Academic governance role (non-public) . |
External Roles
| Organization | Role | Tenure/Status | Type |
|---|---|---|---|
| Macquarie Mexican Infrastructure Fund | Chairman | Current | Private fund (unlisted) . |
| UNAM | Trustee of the Board | Current (disclosed FY2024) | Academic/non-profit . |
| Other Mexican company boards | Director | Current/Prior (unspecified) | Not specified in proxy (non-public companies) . |
| Public company boards | None | N/A | No registrant directorships disclosed . |
Board Governance
- Independence: Classified as Independent Director; not affiliated with the adviser .
- Committee assignments: Audit Committee (Chair & Financial Expert); Contract Review; Nominating & Corporate Governance; Valuation (member/alternate) .
- Attendance and engagement: In FY2024, the Board held 4 regular meetings; committees held 2 Audit, 1 Valuation, 1 Contract Review, 2 Nominating; each Director attended ≥75% of meetings of the Board and committees of which they were a member .
- Board practices: Independent Chairman; regular executive sessions without management; independent counsel to Independent Directors .
| Committee | Davis Role | FY2024 Meetings (#) | Notes |
|---|---|---|---|
| Audit | Chair; Financial Expert | 2 | Chair role disclosed in FY2025; member previously . |
| Valuation | Member/Alternate | 1 | Chair transitioned from Davis (FY2024) to Vaughan (FY2025) . |
| Contract Review | Member | 1 | Reviews adviser and service agreements . |
| Nominating & Corporate Governance | Member | 2 | Reviews board effectiveness and director compensation . |
Fixed Compensation
- Structure: Cash-based. Annual retainer $26,000; Board Chair add’l $7,000; Audit Chair add’l $5,250; Board meeting fee $2,000 (or $1,000 if in-person by telephone); Committee/telephonic special Board meetings $1,000; Director fees capped if aggregate exceeds 0.11% of AUM .
- No pension/retirement benefits; MXF reimburses meeting expenses .
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer | $26,000 | Effective in current proxies; cash only . |
| Audit Committee Chair Retainer | $5,250 | Applies to Davis in FY2025 . |
| Board Chair Retainer | $7,000 | For Independent Board Chair (not Davis) . |
| Board Meeting Fee | $2,000 | $1,000 if attending in-person by telephone . |
| Committee/Telephonic Special Meeting Fee | $1,000 | Per meeting . |
| Fee Cap | 0.11% of AUM | Aggregate director fees capped . |
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Aggregate Compensation (Davis) | $40,070 | $43,730 | $49,938 |
Performance Compensation
- No equity grants (RSUs/PSUs) or options for Directors; no disclosed performance metrics or variable/incentive pay for Directors .
| Performance Instrument/Metric | Disclosure | Period |
|---|---|---|
| RSUs/PSUs | Not disclosed for Directors; none indicated . | N/A |
| Stock Options | Not disclosed for Directors; none indicated . | N/A |
| Bonus/Variable Pay | Not disclosed for Directors; none indicated . | N/A |
| Performance Metrics (e.g., TSR, EBITDA) | Not disclosed for Directors . | N/A |
| Clawbacks/Change-of-Control Provisions | Not disclosed for Directors . | N/A |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None . |
| Interlocks with MXF competitors/suppliers/customers | Not disclosed . |
Expertise & Qualifications
- Regulatory and public service leadership: Former CNBV President overseeing Mexico’s financial markets .
- Valuation oversight: Chaired Valuation Committee historically; deep experience in fair value governance .
- Financial oversight: Current Audit Committee Chair and SEC-defined Audit Committee Financial Expert .
- Infrastructure investing experience: Chairman of Macquarie Mexican Infrastructure Fund .
Equity Ownership
- Policy: Directors must use half of annual retainer to purchase MXF shares until ownership reaches $100,000; Retained Shares held during tenure; no requirement to buy more if market value later declines below $100,000; Directors may buy or sell shares in excess of Retained Shares; waivers possible .
- Beneficial ownership: Davis beneficially owns fewer than 1% of MXF; no holdings in the adviser or its affiliates by Independent Directors or immediate family .
| Metric | 12/31/2022 | 12/31/2023 | 12/31/2024 |
|---|---|---|---|
| Shares Owned (#) | 6,726 | 7,027 | 7,372 |
| Dollar Range of MXF Equity | $50,001–$100,000 | Over $100,000 | $50,001–$100,000 (based on $13.20 price) |
Note: Policy allows no further purchase obligation if Retained Shares’ market value falls below $100,000 after attainment . Percent of class for Davis reported as less than 1% .
Governance Assessment
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Positives:
- Strong independence and no related-party exposure; Independent Directors (including Davis) and family members held no adviser-affiliated securities as of 12/31/2024 .
- Elevated financial oversight: Audit Chair and Financial Expert designation strengthens reporting and control oversight .
- Engagement: Board and committees met regularly in FY2024; each Director attended ≥75% of applicable meetings; regular executive sessions support independent oversight .
- Ownership alignment: Mandatory share accumulation to $100,000 and retention policy align Director interests with shareholders .
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Watch items:
- Committee leadership transition: Valuation Committee chair role moved from Davis (FY2024) to Vaughan (FY2025); monitor continuity in valuation governance .
- External role at Macquarie Mexican Infrastructure Fund: No related-party transactions disclosed; continue monitoring for any overlap with MXF investments or service providers (none disclosed) .
- Succession considerations: In 2023, Davis indicated his last term would run through 2026; board continuity planning advisable .
-
Red flags observed: None disclosed related to hedging/pledging of MXF stock, legal proceedings/SEC investigations, option repricings, loans, or say-on-pay issues (not applicable for MXF) .