Jorge Lazalde
SOUTHERN COPPER CORP/About Jorge Lazalde
Julián Jorge Lazalde is Secretary of Southern Copper Corporation (SCCO) since April 28, 2016, and a career legal executive within Grupo México’s subsidiaries. He holds a law degree from Instituto Tecnológico Autónomo de México (ITAM) and specialized degrees in tax law and commercial law from Panamerican University; he was 48 years old at the time of his election in 2016 . He concurrently serves as Director, Executive Vice President and General Counsel of Asarco LLC (since Dec 2009) and General Counsel of Americas Mining Corporation (since Oct 2015), both Grupo México subsidiaries . SCCO’s compensation framework for named executive officers (NEOs) is predominantly cash-based and discretionary, with no pre-established performance targets or long-term equity incentives; bonuses depend on company financial performance, capital investment plans, operating cash flow, and liquidity, rather than fixed metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southern Copper Corporation | Secretary | Elected Apr 28, 2016 | Corporate governance officer; signatory of SEC filings and proxy materials |
| Asarco Inc. | General Counsel | Sep 2006–Dec 2009 | Led legal for predecessor entity to Asarco LLC during restructuring period |
| SCCO (context) | Proxy/SEC signatory | 2016 onward | Signed multiple 8-Ks and meeting results as Secretary |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Asarco LLC (Grupo México subsidiary) | Director, EVP & General Counsel | Since Dec 2009 | Legal oversight and executive leadership for key North American mining subsidiary |
| Americas Mining Corporation (Grupo México subsidiary) | General Counsel | Since Oct 2015 | Group-level legal management aligning with parent governance structure |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (USD) | $191,405 | $224,458 | $235,703 |
| Bonus (USD) | $51,265 | $130,079 | $93,523 (incl. $75,985 Executive Stock Purchase Plan bonus; $17,538 performance bonus) |
| All Other Compensation (USD) | $80,978 | $88,714 | $87,034 |
| Total Compensation (USD) | $323,649 | $443,251 | $416,260 |
Notes:
- 2024 salary increased 8.2% in MXN; dollar-reported increase 5.0% due to FX .
- All Other Compensation includes mandated Mexican profit sharing and statutory benefits, company pension/savings contributions, medical/food vouchers, and provision of car/driver consistent with local practice and security needs .
Performance Compensation
| Incentive Type | Metric Basis | Weighting | Target | Actual Payout | Vesting/Mechanics |
|---|---|---|---|---|---|
| Executive Stock Purchase Plan (Grupo México) | Discretionary incentive; used to purchase Grupo México shares | N/A | None | $75,985 (2024) | Shares deposited in trust; plan details provided, but vesting mechanics for Executive plan not elaborated in proxy |
| Discretionary Cash Bonus | Company performance, liquidity, investment plans (no pre-set metrics) | N/A | None | $17,538 (2024) | Paid in cash; no long-term vesting |
Program design:
- SCCO does not tie NEO compensation to specific pre-determined individual or company performance criteria and has not granted stock options or equity awards since 2000; the Stock Incentive Plan expired Jan 1, 2006 .
Equity Ownership & Alignment
| Security | Beneficial Ownership | Percent Outstanding | Vested vs Unvested | Pledging/Hedging |
|---|---|---|---|---|
| SCCO Common Stock | 0 shares (as of Mar 27, 2025) | — | N/A | No SCCO share pledging disclosed; company has insider trading compliance and hedging policy; details not specified in excerpt |
| Grupo México Common Stock | 260,808 shares (as of Dec 31, 2024) | <0.5% | Not disclosed | Not disclosed |
| Rights under GMEXICO Employee Stock Purchase Plan | Right to acquire 50,000 additional shares | — | Title to 50% of shares paid vests every two years; 8-year payroll deduction; 1-for-10 bonus shares at plan end | Not disclosed |
Observations:
- Alignment is primarily through Group-level (GMEXICO) share ownership rather than direct SCCO equity .
- SCCO reports no outstanding options or equity-based awards for NEOs at FY-end 2024, limiting direct SCCO equity exposure and potential insider selling pressure .
Employment Terms
- Appointment: Elected Secretary effective April 28, 2016 .
- Employment agreement: No individual employment agreement; SCCO states NEOs in Mexico do not have change-of-control or employment agreements .
- Severance: No corporate severance plans for Mexican NEOs; only severance benefits provided by Mexican law or negotiated during workforce reductions .
- Change-of-control: No change-of-control provisions for Mexican NEOs .
- Pension and savings: Participation in Mexican defined contribution pension (3% employee + 3% employer) and savings plan (up to 13% employee contributions with employer match limits) .
Compensation Committee Analysis
- Controlled company: Grupo México owns ~88.9% of SCCO (as of Dec 31, 2024). SCCO is exempt from NYSE and Exchange Act Rule 10C-1 requirements for an all-independent compensation committee .
- Committee composition (2024): Germán Larrea (Chairman), Oscar González Rocha (CEO), Leonardo Contreras (director), Enrique Castillo (independent director). Met one time in 2024 .
- Process: NEOs do not participate in discussions of their own compensation; bonuses are discretionary and not necessarily paid each year .
Say-On-Pay & Shareholder Feedback
- 2016 Annual Meeting: Advisory vote on executive compensation received 698,312,095 votes in favor; 1,532,374 against; 349,783 abstain .
- 2025 Annual Meeting: Say-on-pay proposal on agenda; proxy card lists Lazalde as Secretary and proxy co-designee; results not included in the proxy card excerpt .
Investment Implications
- Compensation alignment: Predominantly cash and discretionary, with no long-term SCCO equity incentives or formal performance metrics; direct SCCO share ownership is zero, while alignment occurs via Grupo México share plans—reducing direct SCCO pay-for-performance alignment and minimizing SCCO-related insider selling pressure .
- Retention risk: Absence of employment and change-of-control agreements implies lower contractual retention protections; benefits are primarily statutory under Mexican law, suggesting flexibility for the company but potentially higher mobility risk relative to peers with formal agreements .
- Governance context: As a controlled company with a compensation committee that met once in 2024 and includes non-independent members, policy discretion is high; investors should monitor bonus trends relative to operational performance and cash generation given the absence of pre-set metrics .
- Equity programs: Participation in Grupo México Employee/Executive Stock Purchase Plans introduces vesting and holding mechanics at the parent level (two-year title acquisition cadence; 8-year accumulation), but provides limited direct SCCO incentive alignment .