DEF 14A of Mercadolibre Inc, Apr 23, 2026

DEF 14A of Mercadolibre Inc

Filed Apr 23, 2026 · FY20250001099590-26-000010

Open on EDGAR

  1. CLASS II DIRECTORS

    CLASS II DIRECTORS

  2. CYBERSECURITY HIGHLIGHTS

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) (3) | All Other Compensation ($)(4) | Total ($) | | Alejandro Nicolás Aguzin | 87,517 | 149,898 | 8,049 | 245,464 | | Emiliano Calemzuk | 148,480 | 149,898 | — | 298,378 | | Henrique Dubugras | 81,567 | 149,898 | — | 231,465 | | Martín Lawson(5) | 45,051 | 149,898 | 3,981 | 198,930 | | Andrea Mayumi Petroni Merhy(6) | 36,516 | — | 3,877 | 40,393 | | Richard Sanders | 81,567 | 149,898 | 7,857 | 239,322 | | Susan Segal | 81,567 | 149,898 | — | 231,465 | | Stelleo Passos Tolda(7) | 73,481 | 168,635 | — | 242,116 | | Total | 635,746 | 1,068,023 | 23,764 | 1,727,533 |

  3. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth compensation information for the years ended December 31, 2025, 2024 and 2023.

  4. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Non-Equity Incentive Compensation Plan ($)(3) | All Other Compensation ($) | Total ($) | | Marcos Galperin President and Chief Executive Officer | 2025 | 592,521 | 4,368,230 | 8,177,176(4) | — | 13,137,927 | | | 2024 | 565,871 | 3,713,194 | 9,468,068 | — | 13,747,133 | | | 2023 | 522,883 | 2,879,862 | 6,188,431 | — | 9,591,176 | | Martín de los Santos Executive Vice President and Chief Financial Officer | 2025 | 565,111 | 791,667 | 1,518,377(4) | 3,260(5) | 2,878,415 | | | 2024 | 537,466 | 598,258 | 1,533,387 | 3,396 | 2,672,507 | | | 2023 | 511,299 | 431,591 | 1,189,617 | 3,396 | 2,135,903 | | Osvaldo Giménez Fintech President | 2025 | 594,117 | 1,533,211 | 2,949,392(4) | 3,260(6) | 5,079,980 | | | 2024 | 565,053 | 1,249,755 | 3,069,467 | 3,396 | 4,887,671 | | | 2023 | 527,858 | 958,089 | 2,044,375 | 3,396 | 3,533,718 | | Daniel Rabinovich Executive Vice President and Chief Operating Officer | 2025 | 574,051 | 1,482,834 | 2,745,529(4) | 84,517(7) | 4,886,931 | | | 2024 | 558,473 | 1,198,999 | 2,942,720 | 74,724 | 4,774,916 | | | 2023 | 558,511 | 948,377 | 1,863,338 | 64,334 | 3,434,560 | | Ariel Szarfsztejn Commerce President | 2025 | 647,676 | 1,275,000 | 2,284,354(4) | 94,938(8) | 4,301,968 | | | 2024 | 630,100 | 914,703 | 2,055,552 | 90,018 | 3,690,373 |

  5. SUMMARY COMPENSATION TABLE

    1.Base salaries in respect of fiscal year 2025 are paid in U.S dollars for Mr. Galperin, in Argentine pesos for Messrs. Rabinovich and Szarfsztejn and in Uruguayan pesos for Messrs. de los Santos and Giménez. Base salaries that are paid in Argentine pesos or Uruguayan pesos are disclosed above in U.S. dollars, in each case, at the average exchange rate for each month of the year ended December 31, 2025. Mr. Galperin’s base salary is calculated considering a fixed amount in Uruguayan pesos and then converted into U.S. dollars at the exchange rate of the monthly payroll calculation date.

  6. SUMMARY COMPENSATION TABLE

    | 52 | 2026 Proxy Statement | MercadoLibre |

  7. SUMMARY COMPENSATION TABLE

    2.Includes the fixed portion of 2025, 2024, 2023, 2022, 2021 and 2020 LTRP bonus paid out in respect of 2025. LTRP awards were paid in U.S. dollars. 3.Includes annual bonus and the variable portion of LTRP bonus. Annual bonuses in respect of fiscal year 2025 are paid in U.S. dollars for Mr. Galperin, in Argentine pesos for Messrs. Rabinovich and Szarfsztejn and in Uruguayan pesos for Mr. de los Santos and Giménez. Except for Mr. Galperin, whose annual bonus is calculated considering a fixed amount in Uruguayan pesos and then converted into U.S. dollars at the exchange rate of the payroll calculation date and then paid in U.S. dollars, annual bonuses are disclosed above in U.S. dollars, in each case, at the average exchange rate for the month of December, 2025. LTRP bonus is paid in U.S. dollars. 4.Includes the variable portion of prior LTRPs paid in January 2026 and the variable portion of the 2025 LTRP earned by each executive officer in respect of 2025, as well as annual bonus amounts earned in respect of 2025 and paid in 2026 of $277,088, $181,880, $286,823, $158,258 and $178,555, for each of Mr. Galperin, Mr. de los Santos, Mr. Giménez, Mr. Rabinovich and Mr. Szarfsztejn, respectively. 5.Amount consists of our payment on behalf of Mr. de los Santos of $3,260 in life insurance premiums. 6.Amount consists of our payment on behalf of Mr. Giménez of $3,260 in life insurance premiums. 7.Amount consists of (i) our payment on behalf of Mr. Rabinovich of $3,260 in life insurance premiums and (ii) our contributions of $81,257 under the retirement benefit provided to Mr. Rabinovich. 8.Amount consists of (i) our payment on behalf of Mr. Szarfsztejn of $3,260 in life insurance premiums and (ii) our contributions of $91,678 under the retirement benefit provided to Mr. Szarfsztejn.

  8. GRANTS OF PLAN-BASED AWARDS FOR 2025

    GRANTS OF PLAN-BASED AWARDS FOR 2025 The table below summarizes plan-based awards granted to our named executive officers in 2025.

  9. GRANTS OF PLAN-BASED AWARDS FOR 2025

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | Marcos Galperin | | 47,923(1) | 191,693(1) | 287,540(1) | | | April 14, 2025 | | 7,000,000(2) | | | Martín de los Santos | | 45,470(1) | 181,880(1) | 272,820(1) | | | April 14, 2025 | | 1,500,000(2) | | | Osvaldo Giménez | | 47,804(1) | 191,216(1) | 286,823(1) | | | April 14, 2025 | | 2,500,000(2) | | | Daniel Rabinovich | | 39,564(1) | 158,258(1) | 237,386(1) | | | April 14, 2025 | | 2,500,000(2) | | | Ariel Szarfsztejn | | 44,639(1) | 178,555(1) | 267,832(1) | | | April 14, 2025 | | 2,500,000(2) | |

  10. GRANTS OF PLAN-BASED AWARDS FOR 2025

    1.Represents estimated future payouts for the 2025 annual bonus assuming (i) threshold performance (50% of the bonus target) against corporate goals and a below expectations individual performance multiplier, (ii) target performance (100% of the bonus target) against corporate goals and a meets expectations individual performance multiplier and (iii) maximum performance (with payment capped at 100% of the bonus target) against corporate goals and an above expectations individual performance multiplier, respectively. The actual cash bonuses earned in 2025 by our named executive officers have been determined and were paid in or about the first quarter of 2026. The amounts paid are included in the Summary Compensation Table under “Non-Equity Incentive Compensation Plan.” 2.Represents the variable portion of each named executive officer’s 2025 LTRP bonus. The maximum amount of the variable portion of each named executive officer’s 2025 LTRP bonus will depend on our stock price for the last 60 trading days of the applicable fiscal year. The fixed portions of the named executive officers’ 2025 LTRP bonus are included in the Summary Compensation Table under “Bonus.” See “—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Retention Programs – 2025 Long-Term Retention Program” for information regarding the terms of the 2025 LTRP bonus.

  11. GRANTS OF PLAN-BASED AWARDS FOR 2025

    | MercadoLibre | 2026 Proxy Statement | 53 |

  12. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL We may terminate a named executive officer’s employment in the event that we determine, in our sole discretion, that there is “just cause” (determined pursuant to, and in accordance with, local law). If we terminate a named executive officer’s employment for “just cause,” such named executive officer will not be entitled to receive any severance benefits, except for severance obligations mandated under the laws of the country where the named executive officer resides. If we terminate the named executive officer’s employment without “just cause,” such named executive officer shall be entitled to a lump sum severance payment in an amount equal to the severance obligations mandated under the laws of the country where the named executive officer resides. In September of 2001, we implemented the 2001 Management Incentive Bonus Plan (the “Incentive Plan”). As established in the Incentive Plan, our chief executive officer established which officers would be eligible for the Incentive Plan. Pursuant to the Incentive Plan, in the event we are sold, the eligible officers, as a group, are entitled to receive a “sale bonus” and a “stay bonus.” If the purchase price is equal to or greater than $20,000,000 then the eligible officers as a group are entitled to receive (1) a sale bonus equal to 5.5% of the purchase price and (2) a stay bonus equal to 7.1% of the purchase price, subject in both cases to a maximum combined cap of $78,335,000. If the purchase price is less than $20,000,000, then the eligible officers, as a group, are entitled to receive the “stay bonus” only. The bonuses are divided between the eligible officers, including our named executive officers and others, according to the participation percentages established by our chief executive officer, in accordance with the Incentive Plan. All payments under the Incentive Plan would be made in a lump sum payment. The following tables represent the payments due to each named executive officer in the event of (i) his termination without just cause, (ii) a change in control (as defined under the 2025 LTRP) or (iii) his termination without Cause or resignation for Good Reason (each as defined under the 2025 LTRP) within 120 days prior to or on or after a change in control, assuming such event occurred on December 31, 2025. As defined under the 2025 LTRP, “Cause” means and includes (1) the executive officer’s material disregard of his responsibilities, authorities, powers, functions or duties or failure to act, (2) repeated or material negligence or misconduct by the executive officer in the performance of his duties, (3) appropriation (or attempted appropriation) of a business opportunity of the Company, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company, (4) the commission by the executive officer of any act of fraud, theft or financial dishonesty with respect to the Company, or any felony or criminal act involving moral turpitude or dishonesty on the part of the executive officer, (5) the executive officer’s habitual drunkenness or excessive absenteeism not related to sickness, and/or (6) the material breach by the executive officer of any provision of his employment agreement that is not cured by the executive officer within thirty (30) days after written notice of breach has been delivered to the executive officer by the Company, unless such breach is incapable of cure (in which case the executive officer shall not be entitled to an opportunity to cure), in each case of clauses (1) through (6) above, as determined by the board in good faith. As defined under the 2025 LTRP, “Good Reason” means (1) a material diminution in the executive officer’s duties, functions and responsibilities to the Company without the executive officer’s consent or the Company preventing the executive officer from fulfilling or exercising the executive officer’s materials duties, functions and responsibilities to the Company without the executive officer’s consent; (2) a material reduction in the executive officer’s base salary or bonus opportunity or (3) a requirement that the executive officer relocate the executive officer’s employment more than fifty (50) miles from the location of the executive officer’s principal office without the consent of the executive officer. An executive officer’s resignation shall not be a resignation with Good Reason unless the executive officer gives the Company written notice (delivered within thirty (30) days after the executive officer knows of the event, action, etc. that the executive officer asserts constitutes Good Reason), the event, action, etc. that the executive officer asserts constitutes Good Reason is not cured, to the reasonable satisfaction of the executive officer, within thirty (30) days after such notice and the executive officer resigns effective not later than thirty (30) days after the expiration of such cure period.

  13. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 54 | 2026 Proxy Statement | MercadoLibre |

  14. POTENTIAL PAYMENTS UPON DEATH, DISABILITY OR RETIREMENT

    POTENTIAL PAYMENTS UPON DEATH, DISABILITY OR RETIREMENT Under the terms of the life insurance policies provided to our named executive officers, other than Mr. Galperin, in the event of the executive’s death (by natural causes) or disability, the executive or his or her beneficiary, as applicable, would be entitled to receive $1,132,000 in proceeds from the third-party issuer of the policy. If the named executive officer dies in an accident or suffers total and permanent disability, his or her beneficiary would be entitled to receive $2,264,000, payable by the third-party issuer of the policy, except for Mr. Galperin. Under the terms of the retirement benefit provided to Mr. Rabinovich and Mr. Szarfsztejn, in the event of their retirement, each would be eligible to receive the amount accumulated with respect to the retirement benefit as of the date of retirement. Assuming each of Messrs. Rabinovich and Szarfsztejn retired as of the last business day of 2025, the estimated amount of the benefits each would receive under the terms of the retirement benefit are $510,363 for Mr. Rabinovich and $507,064 for Mr. Szarfsztejn. Mr. Gimenez no longer receives this retirement benefit, withdrew his existing account balance and consequently, as of December 31, 2025, there would be no retirement benefit remaining to be paid to him upon retirement.

  15. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of all our employees, other than Mr. Galperin, to the annual total compensation of Mr. Galperin, our chief executive officer during 2025. We identified the median employee by examining the 2025 annual total compensation, consisting of base salary, annual bonus and LTRPs, if applicable, for all individuals, excluding Mr. Galperin, who were employed by us on December 31, 2025. In order to calculate the compensation for our median employee, we converted local currency to U.S. dollars using the average exchange rate for the month of December 2025.

  16. PAY RATIO DISCLOSURE

    | THE ANNUAL TOTAL COMPENSATION OF OUR CHIEF EXECUTIVE OFFICER FOR PURPOSE OF DETERMINING THE PAY RATIO WAS $13,137,927; AND THE ANNUAL TOTAL COMPENSATION OF OUR MEDIAN EMPLOYEE WAS $7,816 |

  17. PAY RATIO DISCLOSURE

    Based on this information, for 2025, the ratio of the annual total compensation of our chief executive officer, to the annual total compensation of our median employee was estimated to be 1,681 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC regulations and guidance based on our payroll and employment records. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  18. PAY RATIO DISCLOSURE

    | 56 | 2026 Proxy Statement | MercadoLibre |

  19. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance disclosure that follows provides information about the relationship between Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) and non-PEO NEOs (“NEOs”) and the Company's performance. For further information regarding the Company´s pay-for-performance philosophy, refer to “Executive compensation program philosophy and objectives” included in the Compensation Discussion and Analysis section above.

  20. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  21. PAY VERSUS PERFORMANCE TABLE

    | | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for NEOs ($)(2) | Average Compensation Actually Paid to NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) ($) | Income from Operations (in millions of constant dollars) ($)(4)(5)(6) | | Year | | | | | Total Stockholder Return ($)(3) | Peer Group Total Stockholder Return ($)(3) | | | | (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | | 2025 | 13,137,927 | 13,137,927 | 4,286,824 | 4,286,824 | 120 | 180 | 1,997 | 3,942 | | 2024 | 13,747,133 | 13,747,133 | 4,006,367 | 4,006,367 | 102 | 150 | 1,911 | 4,765 | | 2023 | 9,591,176 | 9,591,176 | 2,456,070 | 2,456,070 | 94 | 116 | 987 | 3,116 | | 2022 | 8,270,567 | 8,270,567 | 2,521,291 | 2,521,291 | 51 | 81 | 482 | 1,126 | | 2021 | 16,680,787 | 16,680,787 | 4,192,154 | 4,192,154 | 80 | 121 | 83 | 529 |

  22. PAY VERSUS PERFORMANCE TABLE

    1.Mr. Galperin served as our PEO for the full year for each of 2025, 2024, 2023, 2022 and 2021. 2.For 2025 and 2024, our NEOs included Messrs. de los Santos, Giménez, Rabinovich and Szarfsztejn. For 2023, our NEOs included Messrs. de los Santos, Arnt, Giménez, Rabinovich and de la Serna. For 2022, our NEOs included Messrs. Arnt, Giménez, Rabinovich and de la Serna. For 2021, our NEOs included Messrs. Arnt, Giménez, Rabinovich and Passos Tolda. 3.The peer group total stockholder return set forth in this table utilizes the Nasdaq Composite Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2025. The comparison assumes $100 was invested in (a) for total stockholder return, the Company, and (b) for peer group total stockholder return, the Nasdaq Composite Index, in each case, (i) for 2021, over the one-year period from market close on December 31, 2020 through December 31, 2021, (ii) for 2022, over the two-year period from market close December 31, 2020 through December 31, 2022, (iii) for 2023, over the three-year period from market close December 31, 2020 through December 31, 2023, (iv) for 2024, over the four-year period from market close December 31, 2020 through December 31, 2024, (v) for 2025, over the five-year period from market close December 31, 2020 through December 31, 2025. Historical stock performance is not necessarily indicative of future stock performance. 4.The Company-selected measure is Income from operations. For each applicable year, Income from operations is defined as our income from operations for that year. This metric is measured in constant dollars. For information on how we compute this non-GAAP financial measure and a reconciliation to the most directly comparable financial measure prepared in accordance with GAAP, please refer to “Appendix: Reconciliation of Non- GAAP Financial Measure” in this proxy statement. 5.For 2021, 2022, 2023, 2024 and 2025, the most important metric in determining compensation actually paid to our named executive officers was our 60-day average TSR, as the amounts of the variable payments made under our LTRPs fluctuate based on the quotient of the average closing price of our common stock on the NASDAQ during the final 60 trading days of the fiscal year preceding the fiscal year in which the applicable payment date occurs over the average closing price of our common stock on the NASDAQ during the final 60 trading days of the fiscal year immediately preceding the fiscal year in which the applicable LTRP award was granted. Because the majority of our named executive officers’ compensation is paid through our LTRPs, our executives’ compensation actually paid is closely aligned with the returns of our stockholders. However, because TSR is already reported in the table, we have identified our Company-selected measure as income from operations. 6.The Company decided to reclassify and present certain financial results related to Mercado Pago’s activities from “Other income (expenses)” to “Net services revenues and financial income” and “Cost of net revenues and financial expenses” in the Statement of Income. Therefore, 2023 and 2022 balances have been recast for consistency with the current presentation. For further information, please refer to Note 2 – Summary of significant accounting policies – Change in the presentation of certain financial results and reclassification of prior year’s results, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

  23. PAY VERSUS PERFORMANCE TABLE

    | 58 | 2026 Proxy Statement | MercadoLibre |

  24. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND NEOs COMPENSATION ACTUALLY PAID AND COMPANY TOTAL STOCKHOLDER RETURN (“TSR”)

    DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND NEOs COMPENSATION ACTUALLY PAID AND COMPANY TOTAL STOCKHOLDER RETURN (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our NEOs, and the Company’s cumulative TSR for the covered periods: DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND NEOs COMPENSATION ACTUALLY PAID AND NET INCOME: The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our NEOs, and our Net Income for the covered periods:

  25. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND NEOs COMPENSATION ACTUALLY PAID AND COMPANY TOTAL STOCKHOLDER RETURN (“TSR”)

    | MercadoLibre | 2026 Proxy Statement | 59 |

  26. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND NEOs COMPENSATION ACTUALLY PAID AND INCOME FROM OPERATIONS (IN CONSTANT DOLLARS)

    DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND NEOs COMPENSATION ACTUALLY PAID AND INCOME FROM OPERATIONS (IN CONSTANT DOLLARS) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our NEOs, and our Income from operations (in constant dollars) for the covered periods: Income from operations (in constant dollars) is a non-GAAP metric. For information on how we compute this non-GAAP financial measure and a reconciliation to the most directly comparable financial measure prepared in accordance with GAAP, please refer to “Appendix: Reconciliation of Non-GAAP Financial Measure” in this proxy statement.