Vicente Ariztegui Andreve
SOUTHERN COPPER CORP/About Vicente Ariztegui Andreve
Independent director of Southern Copper Corporation since 2018; age 71 in 2025. MBA from the Wharton School; former Citibank corporate banker and Vice President for international operations and trade finance (1979–1987); founder, President & CEO of MK Metal Trading (1994–2012; sold to Ocean Partners). Serves on SCCO’s Audit, Sustainability (founding Chairman since July 21, 2022), and Executive Committees; designated as an Audit Committee Financial Expert; Board determined him independent under NYSE/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citibank (NY and Mexico) | Corporate Banker; VP, International Operations & Trade Finance | 1979–1987 | Finance and trade finance expertise |
| MK Metal Trading | Founder, President & CEO; metals/minerals trading | 1994–2012 | Built and sold to Ocean Partners (2012) |
| Aonia Holding | Managing Director & Chairman (private investment firm) | Founded 1989; ongoing | Multi-industry investing; governance/leadership experience |
External Roles
| Organization | Role | Public/Private | Sector |
|---|---|---|---|
| InverCap Holding | Director | Private | Pension fund manager |
| Alvamex | Director | Private | Storage & logistics |
| ALTUM | Director | Private | Senior secured private debt manager |
| Dufry AG | Former Director | Public (former) | Travel retail/duty-free |
| Latin American Airport Holdings | Former Director | Private (former) | Airport infrastructure/operations |
| Satélites Mexicanos (SATMEX) | Former Director | Private (former) | Satellite operations |
| Banco Mexicano; Grupo Financiero Inverlat | Former Director | Private (former) | Banking/financial services |
| Minera Santa Gertrudis | Former Director | Private (former) | Gold mining |
| University Club of Mexico; Club de Golf Chapultepec | Former Director | Non-profit (former) | Civic/club organizations |
| U.S. public companies (last five years) | None | — | No U.S. public directorships in past 5 years |
Board Governance
- Committee assignments: Audit (member since July 22, 2021), Sustainability (founding Chairman since July 21, 2022), Executive Committee; Audit Committee Financial Expert .
- Independence status: Board determined him independent and financially literate under NYSE/SEC standards (2024 and 2025) .
- Audit Committee operations and attendance:
- 2023: Audit Committee met 6 times; 100% attendance; related party subcommittee held 6 videoconferences and 2 in-person meetings; Vicente attended 100% (VC) and 100% (overall committee); 100% of subcommittee VC and 100% of committee meetings .
- 2024: Audit Committee met 5 times in person and 1 by videoconference; 100% attendance by all members; related party subcommittee held 5 videoconferences with 100% attendance .
- Sustainability Committee: chaired by Vicente; composition (Vicente, Miguel Palomino, Enrique Castillo); met 6 times in 2023 and 4 times in 2024 .
- Controlled company context: SCCO is a “controlled company” under NYSE rules (Grupo Mexico indirectly owns ~88.9% as of 12/31/2024), so some committees (Compensation, Corporate Governance) are not entirely independent. Vicente is one of six independent directors; special independent directors are separately nominated by the Special Nominating Committee .
- Board meeting attendance: 2023 Board met 4 times; broadly high attendance; 2024 directors attended or participated in ≥75% of Board and committee meetings .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Meeting Fee Policy | Committee Fee Policy |
|---|---|---|---|
| 2023 | $82,000 | $8,000 per in-person board meeting; $1,000 by phone; $20,000 annual cash paid quarterly contingent on attendance | $6,000 per committee attendance |
| 2024 | $136,000 | $13,000 per in-person board meeting; $1,000 by phone; $20,000 annual cash paid quarterly contingent on attendance | $6,000 per committee attendance |
Performance Compensation
| Year | Grant Date | Stock Award Value ($) | Grant-date Share Price | Structure |
|---|---|---|---|---|
| 2023 | Feb 24, 2023 | $28,480 | $71.20 | Directors’ Stock Award Plan; 400 shares quarterly contingent on attendance |
| 2023 | May 1, 2023 | $30,784 | $76.96 | Same as above |
| 2023 | Jul 27, 2023 | $33,588 | $83.97 | Same as above |
| 2023 | Oct 27, 2023 | $28,612 | $71.53 | Same as above |
| 2024 | Feb 1, 2024 | $33,516 | $83.79 | 400 shares quarterly contingent on attendance |
| 2024 | Apr 29, 2024 | $48,340 | $120.85 | Same as above |
| 2024 | Jul 26, 2024 | $42,168 | $105.42 | Same as above |
| 2024 | Oct 23, 2024 | $45,532 | $113.83 | Same as above |
| 2025 (Proposed amendment) | Annual (end of year) | $174,312 total value illustrative | Based on March 27, 2025 price | Proposed additional 200 shares annually (total 1,800 shares per director if all meetings attended) |
- Directors’ Stock Award Plan mechanics: Initial grant 1,600 shares upon first election; quarterly grants of 400 shares contingent on attendance; proposed additional 200 shares annually starting Q2 2025, contingent on full-year meeting attendance; plan extended through January 2031 subject to stockholder approval .
Other Directorships & Interlocks
| Entity | Relationship to SCCO | Potential Interlock |
|---|---|---|
| InverCap Holding (pension fund manager) | No SCCO transaction disclosed | Low direct operating overlap; governance/finance expertise |
| Alvamex (storage & logistics) | No SCCO transaction disclosed | Potential logistics knowledge; no related-party transaction disclosed involving Vicente |
| ALTUM (private debt manager) | No SCCO transaction disclosed | Finance expertise; no conflict noted |
| Former roles (Dufry AG, SATMEX, airport holdings, banking/finance) | Not current SCCO counterparties | No current SCCO related-party linkage disclosed |
Expertise & Qualifications
- Audit Committee Financial Expert; financial literacy confirmed by Board .
- Finance and mining/commercial sector expertise; Wharton MBA; leadership from board service across industries .
- Biographical credentials emphasize commodity trading, banking, and multi-industry investing .
Equity Ownership
| Date/Definition | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Mar 31, 2024 (Security ownership of management) | 6,400 | <0.5% | Sole voting/investment power |
| Mar 27, 2025 (Security ownership of management) | 9,448 | <0.5% | Sole voting/investment power |
| Dec 31, 2023 (Shares held under Directors’ Stock Award Plan) | 9,600 | — | Plan shares held; not vesting-restricted |
| Dec 31, 2024 (Shares held under Directors’ Stock Award Plan) | 11,200 | — | Plan shares held; not vesting-restricted |
| Grupo Mexico common stock (beneficial ownership) | 0 | — | No Grupo Mexico stake disclosed for Vicente |
Note: “Shares held under Directors’ Stock Award Plan” reflects plan-awarded shares outstanding; “Beneficial ownership” reflects SEC 13d/Section 403 definitions at specific dates—differences reflect timing/transactions .
Insider Trades
| Date | Form 4 Status | Transaction | Shares |
|---|---|---|---|
| Feb 27, 2023 | Late report filed | Sale | 1,500 |
Governance Assessment
- Strengths: Independent director with audit financial expertise; chairs Sustainability Committee; 100% Audit Committee attendance; active role on related-party subcommittee—oversight of heightened conflict areas; strong engagement (committee meetings and attendance) .
- Alignment: Director equity grants contingent on attendance; sustained accumulation of plan shares (9,600 as of 12/31/2023; 11,200 as of 12/31/2024) alongside low cash retainers—signals participation-linked pay .
- Risks/RED FLAGS:
- Controlled company structure (Grupo Mexico ~88.9% indirect ownership) reduces independence of Compensation and Corporate Governance committees; persistent related-party transactions with affiliates in logistics, energy, rail, and services (hundreds of millions in 2023–2024) elevate conflict risk, though mitigated by Article Nine requiring special independent review for material affiliate transactions and an active audit subcommittee .
- Late Section 16(a) filing (Feb 27, 2023 sale of 1,500 shares) is a minor compliance blemish; no repeat in 2024 per proxy .
- Implications: For investors in a controlled company context, Vicente’s audit financial expertise and subcommittee role are positives for transaction oversight; sustained committee attendance and equity grant structure support engagement. Monitoring of related-party volumes and adherence to Article Nine processes remains essential; any degradation in committee independence or attendance would be a governance concern .
Attendance Snapshot (Committees)
| Committee | Year | Meetings | Attendance |
|---|---|---|---|
| Audit | 2023 | 6 | 100% (all members) |
| Audit | 2024 | 6 (5 in-person, 1 VC) | 100% (all members) |
| Related-Party Subcommittee | 2023 | 8 (6 VC, 2 in-person) | Vicente: 100% VC; overall committee VC 100%; in-person attendance disclosed (member variances) |
| Related-Party Subcommittee | 2024 | 5 VC | 100% (all members) |
| Sustainability | 2023 | 6 | Chaired by Vicente; held 6 meetings |
| Sustainability | 2024 | 4 | Chaired by Vicente; held 4 meetings |
Director Compensation Mix (Totals)
| Year | Cash ($) | Total Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $82,000 | $121,464 (sum of quarterly grants) | $203,464 |
| 2024 | $136,000 | $169,556 (sum of quarterly grants) | $305,556 |
Equity awards are attendance-contingent and not subject to vesting; proposed 200-share annual addition from 2025 heightens equity linkage to board engagement .