Carlos Ruiz Sacristán

About Carlos Ruiz Sacristán

Independent director of Southern Copper Corporation since 2004; age 75. He is a Special Independent Director nominee (meets NYSE independence standards and nominated by SCCO’s Special Nominating Committee). Education: BBA from Universidad Anáhuac (Mexico City) and MBA from Northwestern University. Background includes Mexico’s Secretary of Communications and Transportation (1995–2000), senior leadership roles at Sempra/IEnova, and current external board roles in banking and energy services .

Past Roles

External Roles

Board Governance

• Independence: Designated Special Independent Director; independence re-affirmed by the Board on Jan 23, 2025 .
• Committee assignments: Special Nominating Committee (Special Designee) and Executive Committee member; no chair roles disclosed .
• Attendance and engagement: Directors received quarterly stock awards contingent on attending every Board meeting in the quarter; Ruiz Sacristán received four quarterly grants in 2024 (see Performance Compensation). Company discloses that each director attended ≥75% of aggregate Board/committee meetings in 2024; the Special Nominating Committee met two times in 2024 .
• Controlled company context: SCCO is 88.9% controlled by Grupo México/AMC; Compensation and Corporate Governance committees are not fully independent under NYSE controlled-company exemptions .

Fixed Compensation (Director)

Performance Compensation (Director Equity)

• Plan design: Non‑employee directors receive 400 shares each quarter contingent on attending every Board meeting in that quarter; awards are not subject to vesting (fully vested at grant). Subject to 2025 shareholder approval, an additional 200 shares may be granted annually for perfect annual attendance starting 2025 .

2024 Director compensation mix (Ruiz Sacristán): $52,000 cash vs. $169,556 equity; equity ≈ 76.5% of total ($221,556 total) — calculated from table values .

Other Directorships & Interlocks

Expertise & Qualifications

• Finance and infrastructure leadership (IEnova/Sempra); prior cabinet-level government experience overseeing transport/communications; board experience in U.S. and Mexico. Education: BBA (Anáhuac), MBA (Northwestern) .

Equity Ownership

Governance Assessment

• Strengths

  • Independence and role as Special Independent Director; service on Special Nominating Committee that safeguards independent director nominations in a controlled-company structure .
  • Attendance-conditioned equity awards and fully independent Audit Committee with active related‑party oversight (including a dedicated subcommittee) support investor alignment and mitigate control risks .
  • Strong shareholder support for executive pay (Say‑on‑Pay 99.40% approval in 2024), indicating overall governance confidence among voting shareholders .

• Risks and potential red flags (structure-level)

  • Controlled-company exemptions: Compensation and Corporate Governance committees are not fully independent; Executive Committee includes insiders and Ruiz Sacristán (could concentrate decision-making) .
  • Extensive related‑party transactions with Grupo México affiliates (power, freight, construction, services) elevate inherent conflict risk, though subject to independent Audit Committee review under formal policy and Article Nine restrictions for “Material Affiliate Transactions” .

• Policy guardrails

  • Hedging transactions discouraged and require pre‑clearance; clawback policy adopted in line with NYSE/SEC rules (although SCCO states it does not use financial performance-based measures for executive compensation) .

Notes on Director Compensation Policy (context)

• Non‑employee directors receive: $20,000 annual retainer (attendance‑conditioned), $13,000 per in‑person Board meeting, $6,000 per committee meeting, $1,000 per teleconference Board meeting; equity awards of 400 shares per quarter contingent on attending every Board meeting in the quarter. A 2025 proposal would add 200 annual shares for perfect annual attendance through 2031 extension of the plan .

RED FLAGS (explicit)

• Controlled company (88.9% owned) with non‑independent Compensation and Corporate Governance committees .
• Extensive related‑party dealings with controller/affiliates (monitoring required each year) .

No personal attendance lapses, pledging, loans, or individual related‑party transactions were disclosed for Ruiz Sacristán in 2024/2025 filings .

Say‑on‑Pay & Shareholder Feedback (context)

Summary Implications for Investors

• Ruiz Sacristán brings seasoned government, infrastructure, and financial experience and is a Special Independent Director engaged on the Special Nominating Committee—an important safeguard in SCCO’s controlled-company framework .
• His compensation is heavily equity‑weighted and attendance‑conditioned (≈76.5% equity in 2024), signaling alignment and engagement; beneficial ownership is modest relative to float .
• Key governance risk remains the controlled structure and breadth of related‑party transactions; however, formal independent oversight mechanisms are in place and active (Audit Committee and related‑party subcommittee) .