Richard B. Vaughan
About Richard B. Vaughan
Richard B. Vaughan, age 55, is an Independent Class I Director of The Mexico Fund, Inc. (MXF) with a term expiring in 2027. He is Founder and CEO of Alloy Capital (since 2015), and Founder/President of Pinto America Growth Fund, L.P. (since 2005); prior roles include Managing Principal at Zephyr Management focused on Mexico private equity and earlier work at Bankers Trust in Global Investment Management and proprietary funds management. Vaughan has over three decades of investment experience across the U.S. and emerging markets, including two decades in Mexico, and has served on boards and investment committees of private institutions, qualifying him for MXF’s board with capital formation and valuation expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alloy Capital | Founder & Chief Executive Officer | Since 2015 | Leads private investment funds providing business funding; Mexico focus enhances MXF capital markets insight . |
| Pinto America Growth Fund, L.P. (PAGF) | Founder & President | Since 2005 | Private investment fund; emerging markets experience aligned with MXF’s mandate . |
| Zephyr Management, L.P. | Managing Principal | Prior role (dates not specified) | Focused on private equity investing in Mexico for ZN Mexico Funds; managed private/public investments, strengthening valuation discipline . |
| Bankers Trust Company | Global Investment Management; Proprietary Funds Mgmt | Prior role (dates not specified) | Institutional investment background relevant to audit/valuation oversight . |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| None disclosed | — | — | Vaughan lists no other public company directorships in MXF’s proxy . |
Board Governance
| Area | Details |
|---|---|
| Independence | Independent Director (not an “interested person” under the 1940 Act); committees composed entirely of independent directors per NYSE standards for Audit, Contract Review, and Nominating & Corporate Governance . |
| Committee memberships | Audit Committee (member); Contract Review Committee (member); Nominating & Corporate Governance Committee (member); Valuation Committee (Chairman) . |
| Committee responsibilities | Audit: auditor selection, pre-approval, compliance; Valuation: oversees pricing procedures, fair value determinations in “significant events”; Contract Review: advises on advisory/admin agreements; Nominating: director nominations, independence, director pay review . |
| Leadership | Valuation Committee chaired by Vaughan; Audit chaired by Jonathan Davis (financial expert); Nominating chaired by Claudio X. González; Contract Review chaired by Claudia Jañez . |
| Meeting cadence (FY2024) | Board 4; Audit 2; Valuation 1; Contract Review 1; Nominating 2 . |
| Attendance | Each director attended 75%+ of aggregate Board and committee meetings of which they were a member in FY2024 . |
| Executive sessions & counsel | Independent Directors regularly convene executive sessions; advised by independent legal counsel; Audit meets privately with external auditors . |
| Chair of the Board | Independent Chairman (Emilio Carrillo Gamboa) . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (Independent Directors) | $26,000 | Effective June 6, 2023 . |
| Board Meeting Fee | $2,000 per meeting (or $1,000 if attended by telephone) | Reimbursement of out-of-pocket expenses provided . |
| Committee Meeting / Telephonic Special Board Meeting Fee | $1,000 per meeting | Applies to Independent Directors . |
| Chairman of the Board Additional Retainer | $7,000 | Paid to Board Chair (not Vaughan) . |
| Audit Committee Chair Additional Retainer | $5,250 | Paid to Audit Chair (not Vaughan) . |
| Fee Cap Policy | Director fees capped when aggregate exceeds 0.11% of Fund AUM (discretionary) | Adopted March 10, 2020 . |
| Aggregate Compensation – Richard B. Vaughan (FY2024) | $29,500 | Cash-only; no pension/retirement accruals . |
Performance Compensation
The proxy discloses only cash retainers and meeting fees for directors; no RSU/PSU grants, option awards, or performance-based metrics are described for directors.
| Element | Disclosure Status |
|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed for directors in proxy . |
| Option awards | Not disclosed for directors in proxy . |
| Performance metrics tied to director pay | Not disclosed; director compensation structured as cash retainers/fees only . |
| Clawbacks / Change-in-control / Severance | Not disclosed for directors . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Vaughan . |
| Committee roles at other public companies | Not applicable; none disclosed . |
| Interlocks (competitors/suppliers/customers) | None disclosed . |
| Prior public company boards | Not disclosed . |
| Private/non-profit/academic roles | Serves on investment committees of several private institutions (not specified) . |
Expertise & Qualifications
- 30+ years investing in U.S. and emerging markets; 20+ years in Mexico; deep capital formation and valuation experience relevant to MXF’s mandate .
- Prior principal roles at Zephyr Management and Bankers Trust; cross-border investment and portfolio management skill set .
- Valuation Committee Chair at MXF; direct oversight of pricing procedures and fair value determinations during significant events .
Equity Ownership
| Metric | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|
| Shares owned (beneficial) | 1,000 | 8,500 |
| Percent of class | <1% | <1% |
| Dollar range (based on market price) | $10,001–$50,000 (at $19.08 on 12/29/2023) | Over $100,000 (at $13.20 on 12/31/2024) |
| Adviser/affiliate ownership | None (self and immediate family) | |
| Director stock ownership guideline | Policy requires using half of annual retainer to purchase Fund shares until $100,000 “Retained Shares”; Vaughan’s dollar range indicates guideline met by 12/31/2024 . |
Governance Assessment
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Board effectiveness: Vaughan strengthens valuation rigor as Valuation Committee Chair; independent committee structure (Audit, Contract Review, Nominating) enhances oversight of the adviser and financial reporting .
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Independence & engagement: Independent director with 75%+ attendance in FY2024; Board holds executive sessions and is advised by independent counsel, supporting objective oversight .
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Alignment: Director share purchase policy plus Vaughan’s “Over $100,000” ownership supports skin-in-the-game alignment; no pledging/hedging disclosures related to directors; no adviser/affiliate holdings by him or immediate family .
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Compensation mix: Cash-only retainers and fees; no equity grants or performance metrics—limits pay-for-performance signaling for directors but reduces conflicts; aggregate FY2024 cash paid to Vaughan was $29,500 .
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Potential conflicts: No reported related-party transactions or adviser/affiliate holdings by Vaughan; structural conflict exists via adviser’s control by the Fund’s CEO (interested director), but independent Contract Review Committee (including Vaughan) reviews advisory agreements as a mitigating control .
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RED FLAGS: None disclosed specific to Vaughan (no related-party transactions, no Section 16(a) filing issues, no pledging). The Board’s independent oversight and director share accumulation policy are positive governance signals .