Jose Pedro Valenzuela Rionda
SOUTHERN COPPER CORP/About Jose Pedro Valenzuela Rionda
Independent director of Southern Copper Corporation (SCCO) since 2024; age 58; currently not assigned to any board committee roles. Background includes senior leadership across Mexican financial institutions and brokerage operations, with formal education in Business Administration (Universidad Iberoamericana) and a postgraduate degree in Finance (Tecnológico de Monterrey); FINRA Series 24, 7, 63 and AMIB certifications. Notably, he is the nephew by marriage of SCCO’s controlling shareholder, Germán Larrea Mota‑Velasco, which presents a potential perceived conflict despite the Board’s independence determination. The Board determined his independence under NYSE rules on January 23, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corporación Actinver, S.A.B. de C.V. | Board member; prior CFO/COO of holding; President Actinver Securities; CEO Actinver Casa de Bolsa; CEO Operadora Actinver | Director since 1996 (various leadership roles over time) | Led Credit Committee; oversaw Risk Committee at Banco Actinver; responsibility for full operations at Bursamex International and Actinver Securities |
| Bancomer Securities; Inverlat International; Bursamex International (NY) | Managing/Developing projects; President (Bursamex International) | 1992–1998 | Oversaw entire brokerage operations internationally |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AB Capita, S.C. | Managing Partner | Since Nov 2021 | Financial advisory leadership |
| Continental II Trust Investment | Director | Current | Participates in investment decisions; oversees financial reports |
| Alterna Asesoría Internacional | Board member | Since 2021 | Financial entity governance |
| Grupo Sports World | Board member | 2014–2022 | Public wellness/entertainment company governance |
| SARE Holding | Board member | “Over two years” (dates not specified) | Housing-focused firm governance |
Board Governance
- Independence: SCCO’s Board determined Valenzuela Rionda is independent under NYSE standards as of January 23, 2025; he is one of six independent directors (three are “special independent” nominees under SCCO’s Certificate) .
- Committee assignments: None listed for Valenzuela Rionda in the 2025 proxy (no Audit/Compensation/Sustainability roles disclosed for him) .
- Controlled company status: SCCO relies on NYSE controlled-company exemptions; Grupo México indirectly owns 88.9% of SCCO and controls director elections—implication: Compensation and Nominating/Corporate Governance committees are not comprised entirely of independent directors .
- Related-party oversight: Audit Committee maintains a related-party transaction subcommittee (since 2017) with enhanced internal controls since 2020; material related-party transactions reviewed by independent directors per policy .
Fixed Compensation
| Component | Policy Detail | 2024 Amount (Jose Pedro Valenzuela Rionda) |
|---|---|---|
| Annual cash retainer | $20,000 per year, paid quarterly, contingent on attendance at each Board meeting in that quarter | $39,000 in cash fees |
| Board meeting fee (in-person) | $13,000 per in-person Board meeting | Included in total cash above |
| Committee meeting fee | $6,000 per committee meeting | N/A (no committee disclosed) |
| Teleconference Board participation | $1,000 per meeting | Not itemized |
| Expense reimbursement | Meeting-related expenses reimbursed | Policy only |
Performance Compensation
SCCO’s director equity is attendance‑contingent and delivered as full-value shares; no vesting. Quarterly grants of 400 shares per Eligible Director contingent on attending every Board meeting for that quarter; proposed additional annual grant of 200 shares contingent on attending all Board meetings for the year beginning Q2 2025 if approved by shareholders .
| Quarter/Grant | Grant Date | Contingency | Grant Type | Reported Fair Value (Jose Pedro Valenzuela Rionda) |
|---|---|---|---|---|
| Q2 2024 | April 29, 2024 | Attend all Board meetings in quarter | 400 shares | $182,176 |
| Q3 2024 | July 26, 2024 | Attend all Board meetings in quarter | 400 shares | $42,168 |
| Q4 2024 | October 23, 2024 | Attend all Board meetings in quarter | 400 shares | $45,532 |
| Proposed annual add‑on (starting 2025) | Year‑end (if approved) | Attend all Board meetings for the year | 200 shares | To be determined (policy proposal) |
Notes:
- SCCO footnotes disclose grant-date prices used for calculating stock award values in 2024: $83.79 (Feb 1, 2024), $120.85 (Apr 29, 2024), $105.42 (Jul 26, 2024), $113.83 (Oct 23, 2024). Valenzuela Rionda’s row shows amounts tied to April, July, and October grants (Feb not shown in his row) .
Other Directorships & Interlocks
- Public company directorships: Corporación Actinver, S.A.B. de C.V. (since 1996); Grupo Sports World (2014–2022) .
- Financial sector leadership roles may create information flows with banks/brokerages; no specific disclosed transactional interlocks with SCCO in the proxy for Valenzuela Rionda .
- Familial tie: Nephew by marriage to SCCO’s controlling shareholder, Germán Larrea Mota‑Velasco—potential perception of influence despite independence designation .
Expertise & Qualifications
- Education: Business Administration (Universidad Iberoamericana), Postgraduate Finance (Tecnológico de Monterrey) .
- Certifications: FINRA Series 24, 7, 63; AMIB Investment Strategies Advisor .
- Functional expertise: Credit and risk oversight, brokerage operations executive leadership, cross‑border capital markets experience .
Equity Ownership
| Metric | Value | Date/Source |
|---|---|---|
| SCCO shares beneficially owned | 2,825 (less than 0.5% of outstanding) | As of March 27, 2025 |
| SCCO director stock plan shares held | 2,400 | As of December 31, 2024 |
| Ownership guidelines | Not disclosed for directors; the plan’s purpose includes increasing director stock ownership and aligning with performance/shareholder interests | 2025 proxy |
| Pledging/hedging | No pledging/hedging by Valenzuela Rionda disclosed; delinquent Section 16(a) reports: none—company states compliance in 2024 | 2025 proxy |
Board Governance
| Topic | Detail |
|---|---|
| Independence determination | Independent under NYSE standards as of Jan 23, 2025 |
| Committee roles | None disclosed for Valenzuela Rionda (Audit/Compensation/Sustainability positions are held by other directors) |
| Attendance | 100% of meetings he was entitled to attend during his service period in 2023; in 2024 all directors attended or participated in ≥75% of aggregate Board and committee meetings for periods served |
| Special independent directors | Three “special independent” directors nominated by Special Nominating Committee (Palomino, Castillo Sánchez Mejorada, Ruiz Sacristán); Valenzuela Rionda is among the additional independent directors (not a “special independent” nominee) |
| Controlled company governance | Compensation and Corporate Governance committees not fully independent; Audit Committee oversees related‑party transactions with a subcommittee |
Governance Assessment
- Alignment and incentives: Equity awards are contingent on attendance and are delivered as full‑value shares with no vesting, promoting participation but offering limited performance linkage beyond attendance; proposed 200‑share annual add‑on further ties compensation to attendance, not financial KPIs—neutral for pay‑for‑performance alignment .
- Independence versus influence: Formal independence affirmed by the Board; however, familial tie to controlling shareholder (nephew by marriage) is a governance sensitivity and potential perceived conflict, particularly within a controlled‑company framework that relies on NYSE exemptions for independent committee composition—investors may weigh this against robust related‑party oversight processes .
- Engagement: Documented strong attendance (100% during eligible 2023 period; 2024 overall compliance thresholds met) supports engagement and Board effectiveness .
- Ownership: Holds 2,825 SCCO shares (with 2,400 from the director stock plan as of year‑end 2024), a modest stake relative to outstanding shares that provides some alignment; no pledging disclosed and Section 16(a) compliance affirmed for 2024 .
RED FLAGS
- Familial relationship to controlling shareholder (nephew by marriage to Germán Larrea), which may raise perceived independence concerns despite formal determination .
- Controlled company exemptions reduce independent control of Compensation and Corporate Governance committees—heightened reliance on Board judgment and related‑party controls .
ATTENDANCE AND COMPENSATION SIGNALS
- Attendance-contingent equity awards and cash retainer structure emphasize presence/engagement; 2024 cash fees of $39,000 and reported stock award values for three quarters ($182,176, $42,168, $45,532) indicate active participation across 2024 post‑election .
Shareholder Voting Context
- 2025 agenda includes election of nine directors and amendments to extend and augment director stock plan; independence determinations reaffirmed; virtual annual meeting logistics provided .