José Manuel Madero
NEWMONT Corp /DE/About José Manuel Madero
José Manuel Madero, 56, has served as an independent director of Newmont (NEM) since April 2021 and sits on the Safety and Sustainability Committee. He is Founder and Managing Partner of Bizwp SC, and previously was CEO of Grupo Bepensa (2015–2019). He holds a BS in Mining Engineering (Colorado School of Mines) and an MBA in Entrepreneurship and International Business Finance (Babson’s F.W. Olin Graduate School of Business) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grupo Bepensa | Chief Executive Officer | 2015–2019 | Led diversified conglomerate (industrial, automotive, financial services, beverages); operational leadership across LatAm/US/EMEA/Australia |
| Monsanto Company | Senior management roles (VP International Biz Dev; President EMEA; President LatAm North; VP Commercial Ops LatAm South; President Australia & New Zealand; Global VP Supply Chain Seminis Vegetable Seeds) | 2005–2015 | International expansion, M&A, supply chain leadership across multiple regions/functions |
| Grupo México | Engineering operations and superintendent roles | Not disclosed | Operational mining experience at Mexico’s largest mining conglomerate |
External Roles
| Organization | Role | Tenure | Committee/Position |
|---|---|---|---|
| Constellation Brands, Inc. | Director; Interim Board Chair | Director since 2019; Interim Chair Jul 2023–Mar 2024 | Audit Committee member |
| Vector Casa de Bolsa | Director | Not disclosed | Board member (broker-dealer/wealth manager) |
Board Governance
- Committee assignments: Safety and Sustainability Committee member; the committee met 6 times in 2024 .
- Independence: Board determined all current directors other than the CEO are independent; Madero is listed among independent nominees .
- Attendance: In 2024, the Board held 12 meetings and committees held 25; overall attendance by incumbent director nominees was 99% .
- Leadership: Independent Chair is Gregory H. Boyce; Senior Independent Director is Bruce R. Brook; independent director executive sessions held at each regularly scheduled meeting in 2024 .
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $135,000 | Standard cash retainer for non-employee directors |
| Equity Award (DSUs) | $180,000 | Granted under 2020 Stock Incentive Compensation Plan; grant-date fair value based on closing price (Apr 26, 2024: $42.73) |
| Committee Chair fees | — | Not a committee chair; S&S Chair fee level is $25,000 (program detail) |
| Meeting fees | — | Not disclosed (no per-meeting fees listed) |
| Total FY 2024 | $315,000 | Sum of cash and stock award; no “All Other Compensation” |
Program notes:
- Director compensation program: $135,000 annual retainer; $180,000 equity (common stock or DSUs); chair retainers (Audit $30,000; LDCC $25,000; Governance $20,000; Safety & Sustainability $25,000); Non-Executive Chair retainer $175,000 .
- In 2024, Non-Executive Chair retainer reduced from $280,000 to $175,000 following shareholder engagement; 2025 program found competitive; no changes recommended .
Performance Compensation
- Newmont’s director pay does not include performance-based incentives (e.g., PSUs or options for directors). DSUs are immediately fully vested and non-forfeitable, accrue dividend equivalents, and settle in common shares upon retirement; no performance metrics apply to director equity .
Other Directorships & Interlocks
| Company | Relationship to NEM | Potential Interlock/Conflict |
|---|---|---|
| Constellation Brands, Inc. | No disclosed commercial relationship with Newmont | Independent service; interim Board Chair role concluded Mar 2024; no related party transactions disclosed involving Madero |
| Vector Casa de Bolsa | No disclosed relationship with Newmont | Board service in Mexico; no related party transactions disclosed |
Expertise & Qualifications
- Financial expertise: Audit Committee member at Constellation Brands; finance/strategy background; board service at a broker-dealer/wealth manager (Vector Casa de Bolsa) .
- International operations: Led businesses and executed M&A/supply chain across LatAm, US, EMEA, Australia/New Zealand .
- Mining/industrial experience: Engineering roles at Grupo México; mining engineering training .
- Sustainability/governance: Member of Newmont’s Safety and Sustainability Committee overseeing HSE and ESG matters .
Equity Ownership
| Holding (as of 12/31/2024 or record date specified) | Amount | Valuation/Notes |
|---|---|---|
| Common Stock | — | No common shares listed in beneficial ownership table |
| Director Stock Units (DSUs) outstanding | 13,312 | Market value $495,473 calculated at closing price $37.22; DSUs settle into common stock upon retirement and accrue dividend equivalents |
| Total beneficial ownership (shares + units) | 13,312 | Each director/officer owns <1% of outstanding shares; aggregate group <1%; Newmont outstanding shares 1,127,257,530 (Mar 3, 2025) |
| Ownership guideline | 5× annual cash retainer | Directors must hold stock/DSUs equal to 5× the $135,000 retainer; all directors either met guidelines or were within exceptions as of 12/31/2024 |
Section 16 compliance:
- During fiscal 2024, all executives and directors complied with Section 16(a) reporting requirements (no delinquent reports) .
Governance Assessment
- Committee effectiveness: Active role on Safety & Sustainability Committee (six meetings in 2024) aligns his mining and international experience with oversight of HSE/ESG risks and performance .
- Independence and conflicts: Board affirmed independence; no related party transactions disclosed involving Madero; company has formal related person transaction approval policies .
- Engagement and attendance signals: Board/committee attendance was 99% among incumbent nominees; independent director executive sessions held at every regular meeting, supporting robust oversight independent of management .
- Compensation alignment: Director pay mix balances cash retainer and equity DSUs; DSUs drive longer-term alignment via share settlement at retirement and dividend equivalents; no options or performance-linked director incentives that could distort governance focus .
- Shareholder feedback responsiveness: Board reduced Non-Executive Chair retainer following engagement; 2025 director program reviewed and maintained as market-aligned, indicating sensitivity to investor perspectives .
- Broader compensation governance signal: Say-on-Pay approval was 92.6% at 2024 Annual Meeting, reflecting broad investor support for compensation practices (indicator of governance health, albeit focused on executive pay) .
RED FLAGS: None disclosed specific to Madero (no pledging/hedging noted for directors, no related-party transactions, independence affirmed). Monitor for future updates on any external roles with mining suppliers/customers that could create perceived conflicts; Newmont’s policies require committee/Board review of such relationships .