Javier Arrigunaga
SOUTHERN COPPER CORP/About Javier Arrigunaga
Independent director of Southern Copper Corporation (SCCO) since 2024; age 61. Background in financial services and corporate governance, including CEO of Citi Banamex (2010–2014) and Chairman of the Mexican Bankers Association (2013–2014). Education: Law degree (Universidad Iberoamericana) and LLM in Corporate Law and Finance (Columbia University). He led Aeromexico’s Chapter 11 restructuring during COVID-19, concluding in 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citi Banamex | Chief Executive Officer | 2010–2014 | Member, Citigroup Management Committee (2011–2014) |
| Mexican Bankers Association | Chairman | 2013–2014 | Industry leadership; policy influence |
| Mexican Stock Exchange | Director | 2008–2010 | Board oversight |
| CNBV (Mexican Banking & Securities Commission) | Board member | 1993–1997 | Regulatory oversight |
| Interactive Museum of Economy (MIDE) | Founding member; Chairman of governing board | 2006–2010 | Economic education and outreach |
External Roles
| Organization | Role | Since | Committees/Chair Roles |
|---|---|---|---|
| Grupo Aeromexico | Chairman; Director | Chairman since 2015; Director since 2007 | Chaired Restructuring Committee through successful Chapter 11 until 2022 |
| El Puerto de Liverpool | Director | 2019 | Chairman, Audit Committee |
| Gentera | Director | 2015 | Chairman, Nominations & Compensation Committee |
| Dine S.A.B. de C.V. | Director | 2019 | Board oversight |
| Kuo (Grupo DESC) | Director | 2019 | Board oversight |
| Casa de Bolsa GBM | Technical Committee member | 2021 | Advisory oversight |
| Universidad Iberoamericana | Governing board member | 2012 | Academic governance |
| Club de Banqueros (Mexico City Bankers Club) | Director | 2013 | Professional network governance |
| Fundacion Haciendas del Mundo Maya | Advisory board | 2018 | Community development |
| La Vaca Independiente | Advisory board | 2018 | Education & conservation |
| Prestanomico (Fintech) | Founding partner; Director | 2016 | Product and governance oversight |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Board determined Arrigunaga is independent under NYSE standards |
| Committee memberships | None (not currently on Audit, Compensation, Corporate Governance, Sustainability) |
| Years of service on SCCO board | Director since 2024 |
| Attendance | 2023: 100% of board meetings for period served; 2024: all directors ≥75% of aggregate board and committee meetings |
| Executive sessions | Independent directors hold executive sessions at each regular board meeting |
| Controlled company context | SCCO relies on NYSE “controlled company” exemptions; not all committees are fully independent; special independent directors exist but Arrigunaga is an independent (not “special independent”) director |
Fixed Compensation
| Component | Policy/Detail | 2024 Amount (USD) |
|---|---|---|
| Annual cash retainer | $20,000 per year, paid quarterly, conditioned on attendance | Included in cash total |
| Board meeting fee (in person) | $13,000 per meeting | Included in cash total |
| Committee meeting fee | $6,000 per meeting | N/A (no committees) |
| Phone participation | $1,000 per meeting | Not disclosed (included if applicable) |
| Total cash fees (Arrigunaga) | Per Director Compensation Table | $39,000 |
| Equity awards (quarterly; attendance-gated) | Directors’ Stock Award Plan grants quarterly share awards; fair value measured at grant date | $182,176 (Feb 1, 2024); $42,168 (Apr 29, 2024); $45,532 (Oct 23, 2024); Total director comp $308,876 |
Notes:
- Grant-date prices used in 2024 for valuation: Feb 1 ($83.79), Apr 29 ($120.85), Jul 26 ($105.42), Oct 23 ($113.83) .
- Directors are reimbursed for meeting-related expenses .
Performance Compensation
| Metric | Structure | Specifics |
|---|---|---|
| Attendance-contingent stock | Quarterly grants of 400 shares to eligible directors contingent on attendance at all board meetings for the quarter | Fair value at grant dates; see 2024 prices above |
| Initial election grant | 1,600 shares upon first election (post-1995 policy evolution) | Award is not subject to vesting; income recognized at grant |
| Proposed enhancement (2025 onward) | Additional annual 200 shares contingent on full-year board meeting attendance; plan extension to Jan 27, 2031 (subject to shareholder approval) | Aimed to tighten attendance incentive and align compensation with shareholder interests |
| Options/PSUs/Performance metrics | SCCO does not use options or long-term performance-linked equity for directors; no options since 2000 | Clawback policy adopted for executives but Company does not link executive pay to financial performance; director pay tied to attendance |
Other Directorships & Interlocks
| Company | Role | Committee/Chair | Potential SCCO Interlock/Conflict |
|---|---|---|---|
| Aeromexico | Chairman; Director | Restructuring leadership | No SCCO related-party ties disclosed |
| El Puerto de Liverpool | Director | Audit Chair | Retail; no SCCO related-party ties disclosed |
| Gentera | Director | Nominations & Compensation Chair | Financial services; no SCCO related-party ties disclosed |
| Dine; Kuo | Director | Board member | Industrial/real estate; no SCCO related-party ties disclosed |
| GBM | Technical Committee member | Advisory | Brokerage; no SCCO related-party ties disclosed |
SCCO discloses extensive related-party transactions with Grupo Mexico affiliates and Larrea-controlled entities; no transactions disclosed involving Arrigunaga’s external boards .
Expertise & Qualifications
- Legal and finance credentials (LLB, LLM), senior leadership across banking, capital markets, and corporate restructurings; broad committee chair experience (Audit, Nominating/Comp) .
- Proven crisis leadership (Aeromexico Chapter 11) and governance roles across multiple Mexican blue-chip boards .
Equity Ownership
| Security | Beneficial Ownership | Percent of Outstanding | Date/Context |
|---|---|---|---|
| SCCO common stock | 2,825 shares (sole voting/investment power) | <0.5% (as disclosed) | As of Mar 27, 2025 |
| SCCO shares under Directors’ Stock Award Plan (held) | 2,400 shares | N/A | As of Dec 31, 2024 |
| Grupo Mexico (GMEXICO) common stock | 27,900 shares | <0.5% (as disclosed) | As of Dec 31, 2024 |
Additional alignment/controls:
- Hedging strongly discouraged; pre-clearance required for any hedging/monetization transactions; insider trading policy filed with 10-K .
- No SCCO equity options outstanding; Stock Incentive Plan expired Jan 1, 2006 .
Governance Assessment
- Independence and attendance: Arrigunaga is an NYSE-independent director with 100% board attendance during 2023 service, and met ≥75% aggregate attendance threshold in 2024 (no committee roles) — supportive of engagement .
- Committee influence: Currently not seated on SCCO’s Audit, Compensation, Corporate Governance, or Sustainability Committees, limiting direct oversight leverage despite strong external audit/comp committee experience .
- Ownership alignment: Small direct SCCO ownership (<0.5%) and attendance-based stock grants provide some alignment; absence of performance-linked equity reduces pay-for-performance signals at the director level .
- Controlled company risk: SCCO applies NYSE controlled company exemptions; Compensation and Corporate Governance committees are not fully independent; oversight of related-party transactions relies on Audit Committee processes — a standing governance concern for minority shareholders .
- Conflicts/related parties: No Arrigunaga-linked related-party transactions disclosed; SCCO’s related-party activities are concentrated in Grupo Mexico affiliates and Larrea family entities (reviewed by Audit Committee) .
RED FLAGS
- Controlled company structure with non-independent Compensation and Corporate Governance committees reduces minority shareholder influence and may dampen board independence signals .
- Limited committee assignments for Arrigunaga at SCCO constrain his direct impact on audit/compensation oversight despite relevant expertise .
Positive Signals
- Strong governance résumé (Audit Chair; Nominating/Comp Chair at public companies), successful restructuring leadership, and full meeting attendance during period served indicate high engagement and relevant expertise transferable to SCCO .
- Attendance-gated equity awards and proposed enhancement (additional 200 shares annually) tighten attendance incentives for directors .