Leonardo Contreras Lerdo de Tejada
SOUTHERN COPPER CORP/About Leonardo Contreras Lerdo de Tejada
Leonardo Contreras Lerdo de Tejada is 39 and has served as a director of Southern Copper Corporation since May 2021. He holds a BS in Industrial Engineering from Universidad Anáhuac (Mexico City) and an MBA from the University of Chicago Booth School of Business; his background spans private equity, investment banking, and operations . He is the son-in-law of Chairman Germán Larrea and currently serves as General Director of Americas Mining Corporation (AMC) since April 2024, following prior roles as AMC CFO (Jan 2022), President of ASARCO (Jan 2019), Director for Commercial and Supply Chain at AMC (Aug 2019), and President of IMMSA (Aug 2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Americas Mining Corporation (AMC) | General Director | Apr 2024–present | Senior leadership overholding activities; finance and operations oversight |
| AMC | Chief Financial Officer | Jan 2022–Apr 2024 | Capital allocation, treasury, and performance management |
| ASARCO LLC | President | Appointed Jan 2019 | Operational leadership at U.S. copper producer affiliate |
| AMC | Director, Commercial & Supply Chain | Aug 2019 | Supply chain optimization; commercial strategy |
| IMMSA (SCCO subsidiary) | President | Aug 2020 | Oversight of underground operations |
| Murano Capital | Founder | Sep 2015 | Private investment vehicle; investing/entrepreneurship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ASARCO LLC (affiliate) | President | Jan 2019–present (disclosed as appointed) | Affiliate of SCCO/Grupo México |
| AMC (holding co. of Grupo México) | CFO; later General Director | Jan 2022–present | Holding-company leadership for mining assets |
| IMMSA (SCCO subsidiary) | President | Aug 2020–present | Integrates SCCO’s underground operations |
Board Governance
- Committee memberships: Corporate Governance & Disclosure; Compensation; Special Nominating (Board Designee); Executive Committee .
- Compensation Committee composition and activity: Chaired by insiders and one independent (Larrea, González Rocha, Contreras, Castillo); met once in 2024 .
- Corporate Governance & Disclosure Committee composition and activity: Larrea, González Rocha, Contreras; met three times in 2024 .
- Special Nominating Committee composition: Palomino and Ruiz Sacristán (Special Designees) plus Board Designee Contreras; unanimous votes required; met twice in 2024 .
- Independence: Not listed among independent directors and disclosed familial relationship (son-in-law of the Chairman); SCCO relies on NYSE controlled company exemptions .
- Attendance and engagement: Each director attended or participated in ≥75% of aggregate Board and committee meetings in 2024; Contreras attended the 2024 annual meeting .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $39,000 | SCCO policy: $20,000 annual retainer paid quarterly contingent on attendance; $13,000 per in-person Board meeting; $6,000 per committee meeting; $1,000 if telephonic |
Performance Compensation
| Grant Date | Shares Granted | Grant Price | Fair Value (USD) |
|---|---|---|---|
| Feb 1, 2024 | 400 | $83.79 | $33,516 |
| Apr 29, 2024 | 400 | $120.85 | $48,340 |
| Jul 26, 2024 | 400 | $105.42 | $42,168 |
| Oct 23, 2024 | 400 | $113.83 | $45,532 |
| Total 2024 | 1,600 | — | $169,556 |
- Equity award structure: Directors receive 400 shares per quarter contingent on attendance at all Board meetings for that quarter; awards are fully vested at grant .
- Proposed plan change: Beginning 2Q25, an additional 200 shares annually contingent on attending all Board meetings for the year; plan extended to Jan 27, 2031 (subject to shareholder approval) .
Other Directorships & Interlocks
| Committee/Body | Role | Interlock/Independence Considerations |
|---|---|---|
| Compensation Committee | Member | Committee includes Chairman and CEO; SCCO is a controlled company exempt from fully independent comp committee; interlocks with Grupo México officers/directors noted |
| Corporate Governance & Disclosure Committee | Member | Not fully independent due to controlled company status |
| Special Nominating Committee | Board Designee | Participates in nominating special independent directors; unanimous votes required |
| Executive Committee | Member | Executive oversight; composition includes senior insiders |
Expertise & Qualifications
- Education: BS Industrial Engineering (Universidad Anáhuac); MBA (Chicago Booth) .
- Functional expertise: Operations, human capital, finance; >10 years in private equity, investment banking, entrepreneurship .
Equity Ownership
| Security | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| SCCO Common Stock (as of Mar 27, 2025) | 7,612 | <0.5% | Sole voting and investment power |
| SCCO Directors’ Stock Award Plan (as of Dec 31, 2024) | 7,200 | — | Outstanding shares granted under plan |
| Grupo México (as of Dec 31, 2024) | 160,254 | <0.5% | Indicates alignment with controlling shareholder |
- Hedging policy: Hedging/monetization transactions are strongly discouraged and require pre-clearance; aligns with best-practice restrictions on director hedging .
- No disclosure of pledging of SCCO shares for Contreras in the proxy .
Governance Assessment
- Independence risk: Familial relationship to Chairman (son-in-law) and not identified as independent; active roles on Compensation and Governance committees elevate perceived conflicts in a controlled company structure .
- Committee interlocks: Compensation Committee includes insiders (Chairman and CEO) plus Contreras; disclosed interlocks with Grupo México executives underscore potential influence over pay decisions .
- Attendance and engagement: Met at least the ≥75% attendance threshold in 2024 and attended the annual meeting; quarterly equity grants contingent on attendance suggest consistent participation .
- Director pay mix: 2024 compensation is heavily equity-linked to attendance (1,600 shares) with modest cash fees ($39,000), aligning with shareholder-friendly attendance incentives albeit without performance metrics beyond meeting attendance .
- Related-party exposure: SCCO extensively transacts with Grupo México affiliates (>$300 million combined across services, power, freight, construction); Audit Committee and subcommittee oversight exists, but perceived conflicts remain given board composition and control dynamics .
- Controlled company governance: SCCO relies on NYSE controlled company exemptions; neither Compensation nor Corporate Governance committees are fully independent, which may weaken minority shareholder protections .
- Equity alignment: Direct SCCO beneficial ownership is small (<0.5%), though holdings in Grupo México are more meaningful; quarterly share grants build alignment over time but remain attendance-based rather than performance-based .
- RED FLAGS: Familial tie to controlling shareholder ; insider-dominated Compensation and Governance committees ; extensive related-party transactions with affiliates controlled by the same family ; controlled company exemptions limiting independent oversight .
Director Compensation Metrics (Performance Focus)
| Metric | Condition | Payout Mechanism | Evidence |
|---|---|---|---|
| Board attendance (quarterly) | Attend all Board meetings in the quarter | 400 SCCO shares granted quarterly | Plan terms; 2024 grants realized |
| Board attendance (annual, proposed 2025+) | Attend all Board meetings in the year | Additional 200 SCCO shares annually | Plan amendment subject to approval |
Attendance and Director Compensation Detail (2024)
| Item | Detail |
|---|---|
| Board/Committee attendance | ≥75% for 2024 across Board and committees; attended 2024 annual meeting |
| 2024 fees (cash) | $39,000 |
| 2024 equity grants | 1,600 shares total across four quarterly grants; fair value $169,556 |
| Grant pricing basis | Closing prices on grant dates: $83.79 (Feb 1), $120.85 (Apr 29), $105.42 (Jul 26), $113.83 (Oct 23) |
| Equity vesting | Not subject to vesting; attendance-contingent grants |
Related-Party and Conflict Landscape (Contextual for Board Oversight)
- Audit Committee/subcommittee oversight of related-party transactions, including material affiliate transactions; policy requires independent committee review for transactions >$10 million and controls for $8–10 million threshold referrals .
- 2024 affiliate transactions include services with Grupo México units (AMMINCO, GM Servicios $30.1M), freight (Ferrocarril Mexicano $48.49M), engineering/construction ($94.1M), power (MGE $172.6M; wind affiliates $17.3M combined), trading with ASARCO ($4.7M buys; $38.0M sells/services), and payments to Larrea-controlled entities for aviation/entertainment .
- SCCO is a controlled company (Grupo México indirectly owns 88.9% of common stock at 12/31/2024), and relies on NYSE governance exemptions .
Equity Ownership Table (Cross-reference)
| Holder | SCCO Shares | Source |
|---|---|---|
| Leonardo Contreras Lerdo de Tejada (beneficial as of 3/27/2025) | 7,612 | Proxy ownership table |
| Leonardo Contreras Lerdo de Tejada (plan shares as of 12/31/2024) | 7,200 | Directors’ Stock Award Plan table |
| Grupo México ownership context | AMC/Grupo México control 88.9% of SCCO; Contreras holds 160,254 Grupo México shares |
Summary Implications for Investors
- Board effectiveness risk stems from controlled company status and insider-dominated key committees; Contreras’s familial link and executive roles at affiliates heighten conflict perceptions despite formal related-party oversight processes .
- Compensation alignment for Contreras is attendance-based equity with modest cash; absence of performance metrics beyond attendance limits pay-for-performance signaling for directors .
- Attendance appears adequate, and equity grants suggest engagement; however, minority investor confidence may be tempered by extensive affiliate dealings and governance exemptions .