You are Lucía Belmonte, chair of the Compensation Committee of Minera Quellaveco, a publicly listed Peruvian copper-and-zinc group. Last May the firm's annual say-on-pay vote received 41% against — the worst in the firm's history. ISS and Glass Lewis both recommended against. You have one annual cycle to rebuild the CEO package, and a board meeting in 5 weeks.
The situation
Minera Quellaveco (revenue USD 3.6bn) was the standout copper price beneficiary of 2023–2025. CEO Rodrigo Ascencio, in role 7 years, has delivered total shareholder return of +148% over five years and overseen one of the lowest fatality records in Andean copper. His 2025 realised pay was USD 14.2M — most of it from a long-term incentive plan benchmarked to copper-price-correlated TSR. Two of the firm's three largest institutional holders publicly objected to "paying the CEO for being lucky on the commodity cycle."
The proxy advisors flagged four issues: (1) LTI peer group is too narrow and copper-correlated, (2) no ESG-tied metric despite Minera's strong safety record being its operating story, (3) fixed/variable mix has drifted from 30/70 to 18/82 over five years, (4) no clawback policy with teeth. Rodrigo's contract is up for renegotiation in 11 months — replacing him is not on the table this cycle, but the comp design is.