Lourdes Melgar
About Lourdes Melgar
Independent non-executive director of Smurfit Westrock (SW), age 62, Mexican national; appointed to the SW Board on July 5, 2024 following the Smurfit Kappa–WestRock combination. Committee memberships: Audit and Sustainability (member; not chair). Background: academic and strategic advisor with deep expertise in energy, sustainability, governance, and Latin American business; former Vice Minister for Electricity (2012–2014) and Vice Minister for Hydrocarbons (2014–2016) in Mexico, playing a key role in the 2013 Energy Reform. Independence affirmed under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mexico Ministry of Energy | Vice Minister for Electricity | 2012–2014 | Key role in design, negotiation, implementation of Mexico’s 2013 Energy Reform. |
| Mexico Ministry of Energy | Vice Minister for Hydrocarbons | 2014–2016 | Key role in design, negotiation, implementation of Mexico’s 2013 Energy Reform. |
| Mexico Foreign Service / Ministry of Energy | Career diplomat | Not disclosed | Various positions; governance and policy experience. |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| CEMEX, S.A.B. de C.V. | Director | Current | Board service; committee details not disclosed. |
| Banco Santander Mexico S.A. | Director | Current | Board service; committee details not disclosed. |
| Smurfit Kappa Group plc | Non-executive Director (prior) | Pre-Combination | Legacy board service before SW formation. |
Board Governance
- Independence status: Independent director under NYSE and SEC criteria.
- Committees:
- Audit Committee – Member; Audit Committee meetings held: 6 (Jul 5–Dec 31, 2024).
- Sustainability Committee – Member; Sustainability meetings held: 2 (Jul 5–Dec 31, 2024).
- Board engagement:
- Board met 4 times (Jul 5–Dec 31, 2024); each member except one director attended at least 75% of aggregate Board/committee meetings during the period (no exception noted for Melgar).
- Overboarding controls: Policy limits to ≤3 other public boards (in addition to SW); committee monitors compliance; all nominees were in compliance. Melgar’s two current boards are within policy.
- Audit Committee financial expert designation: Committee experts named (Crews, Brown, Stockton); Melgar is not designated as an “audit committee financial expert.”
Fixed Compensation
| Component | Detail | 2024 Actual (Jul–Dec) |
|---|---|---|
| Annual cash retainer | $120,000 program retainer (annualized; post-Combination) | $58,356 fees earned (prorated) |
| Additional chair retainers | $25,000 Audit Chair; $20,000 other committee chairs (not applicable to Melgar) | — (not a chair) |
| Annual equity grant | $175,000 annual stock grant (RSUs) | $87,487 stock awards (grant-date fair value) |
| All other compensation | Reimbursement limited to certain travel/benefits if applicable | $0 for Melgar |
| Total | — | $145,843 total compensation |
Director equity grant specifics:
- RSU grant: 2,094 RSUs to Melgar approved August 2, 2024; RSUs accrue dividend equivalents and vested January 1, 2025.
- Grant-date closing price: $41.78 per share used for fair value.
Performance Compensation
| Element | Metrics | Notes |
|---|---|---|
| Director equity | None (time-based RSUs; no performance conditions) | Non-executive director RSUs are time-based; no PSUs or options for directors in 2024 director program. |
Other Directorships & Interlocks
| Company | Relationship to SW | Potential Interlock/Conflict Notes |
|---|---|---|
| CEMEX, S.A.B. de C.V. | External board | Cement industry; no related-person transactions disclosed with SW since start of 2024. |
| Banco Santander Mexico S.A. | External board | Banking industry; no related-person transactions disclosed with SW since start of 2024. |
Related-party transactions oversight: Audit Committee policy requires review/approval of transactions >$120,000 with related persons; none disclosed since the beginning of fiscal 2024.
Expertise & Qualifications
- Energy, sustainability, and Latin America business expertise; risk assessment and management experience.
- Corporate governance and strategy oversight via Audit and Sustainability committees.
- Not designated an audit committee financial expert (committee has other members so designated).
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 3, 2025) | 1,116 shares; <1% of outstanding | Per SEC beneficial ownership table. |
| Unvested RSUs (as of Dec 31, 2024) | 2,119 units | Per director RSU table; separate from beneficial ownership. |
| Director ownership guideline | 5× annual cash retainer | Adopted at Combination; RSUs count toward guideline; directors either in compliance or subject to holding policy pending compliance at YE 2024. |
| Hedging/pledging | Prohibited for directors (and covered persons) | Insider Trading Policy bans hedging, pledging, shorts, derivatives. |
Governance Assessment
- Strengths: Independent director; dual Audit and Sustainability committee roles; Board attendance ≥75%; robust company-level policies (clawbacks; hedging/pledging ban; annual evaluations) support governance quality.
- Alignment: Equity retainer via RSUs and 5× retainer ownership guideline promote skin-in-the-game; Melgar’s beneficial holdings and RSUs support alignment.
- Conflicts: Two outside public boards (CEMEX; Banco Santander Mexico) within overboarding limits; no related-person transactions disclosed with SW. Continued monitoring appropriate given SW’s global footprint.
- Red Flags: None disclosed—no related-party transactions, hedging/pledging prohibited, attendance threshold met. Not designated an audit committee financial expert, but committee has designated experts.