DEF 14A of Mercadolibre Inc
Filed Apr 25, 20240001140361-24-022081
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| | Mario Eduardo Vázquez CAREER HIGHLIGHTS: Mr. Vázquez served as the chief executive officer of Grupo Telefónica in Argentina from June 2003 to November 2006, and served as a member of the board of directors of Telefónica S.A. Spain from November 2000 to November 2006. He has also served as a regular member of the board of directors of Telefónica Argentina S.A. and Telefónica Holding Argentina S.A., and as alternate member of the board of directors of Telefónica de Chile S.A until 2012. Mr. Vázquez served as a member of the board of directors of YPF S.A. and as the president of the Audit Committee of YPF S.A until 2012. Since November 2006, Mr. Vázquez has pursued personal interests in addition to his service as a director. Mr. Vázquez spent 23 years as a partner and general director of Arthur Andersen for Argentina, Chile, Uruguay and Paraguay (Pistrelli, Diaz y Asociados and Andersen Consulting—Accenture), where he served for a total of 33 years until his retirement in 1993. Mr. Vázquez previously taught as a professor of Auditing at the Economics School of the University of Buenos Aires. Mr. Vázquez received a degree in accounting from the University of Buenos Aires. KEY ATTRIBUTES AND SKILLS: Finance: Mr. Vázquez was chosen to join our board specifically to serve our audit committee as its audit committee financial expert. We targeted a director with financial and auditing experience specific to Latin American businesses. He also brings an academic perspective to the position from his time as a professor of Auditing at the Economics School of the University of Buenos Aires. Innovation & Technology: Extensive experience as a board member of several technology and other companies, which adds a valuable perspective and insight to our board. LatAm Markets: Mr. Vázquez served as an auditor for Arthur Andersen for 33 years total, including 23 years as a partner and general director, in many Latin American markets, including Argentina, Chile, Uruguay and Paraguay. |
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| 24 | MercadoLibre 2024 Proxy Statement |
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| Information on our Board of Directors and Corporate Governance | |
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| | Susan Segal CAREER HIGHLIGHTS: Ms. Segal has been president and chief executive officer of the Americas Society and Council of the Americas (“AS/COA”) since August 2003. Prior to her current position, Ms. Segal was a founding partner of her own investment advisory firm focused primarily on Latin America and the U.S. Hispanic market. Previously, she was a partner and Latin American Group Head at JPMorgan Partners/Chase Capital Partners, where she pioneered early stage venture capital investing in Latin America. Prior to joining Chase Capital Partners, Ms. Segal was a senior managing director focused on Emerging Markets Investment Banking and Capital Markets at Chase Bank and its predecessor banks. She was actively involved in developing investment banking, building an emerging-market bond-trading unit for Latin America and was also involved in the Latin American debt crisis of the 1980s and early 1990s both chairing and sitting on various advisory committees. Ms. Segal has received numerous awards and honors, including the Order of Bernardo O'Higgins Grado de Gran Oficial in Chile in 1999, the Cruz de San Carlos by President Uribe of Colombia in 2009, the Order of the Mexican Aztec Eagle in Mexico in 2012, Peru's Order of “Merit for Distinguished Services” in the rank of Grand Official in 2019, Order of Boyaca by President Duque in 2022, and lastly, Ecuador's Condecoración de la Orden Nacional "Honorado Vasquez" by then President Lasso in September 2023. She was also named one of the 500 most influential people in Latin America on Bloomberg List published in 2022. Ms. Segal received a Master’s in business administration from Columbia University and a Bachelor’s degree from Sarah Lawrence College. Ms. Segal previously served as a director of our Company from 1999 to 2002. KEY ATTRIBUTES AND SKILLS: Entrepreneurship: Ms. Segal, as a founding partner of her own investment advisory firm focused primarily on Latin America and the U.S. Hispanic markets, and having worked with entrepreneurs at Chase Capital Partners and as a board member of the International Advisory board of Endeavor, brings her entrepreneurial skills to our board. Private Equity: Ms. Segal’s professional background includes vast experience in private equity and venture capital, with a particular focus in Latin America, which is of great value for our board. Finance: Her various senior leadership roles in the investment banking industry and as CEO of the AS/COA have given Ms. Segal a deep knowledge on, and a valuable perspective for our board when considering financial matters. Risk Oversight: Extensive experience as director of other companies in the oversight and management of risks. LatAm Markets: Ms. Segal’s impressive experience includes her background studying the economies of Latin American countries. She is also well-versed in Latin America’s prospects for growth, integration, and economic and social development, and she is knowledgeable about economic inclusion, social empowerment, markets, overall business environment, diversity issues and risk assessment. Ms. Segal’s decades of experience in Latin America have enabled her to create an extensive network among Latin America’s political and business leaders. Banking: valuable experience gained from having worked for 25 years in the banking industry, including being a director of Scotiabank for 11 years, and creating the board of Scotiabank USA, in which she served as Chair for 7 years. Corporate Governance: Ms. Segal was a member of the corporate governance committee of Scotiabank for 6 years, having chaired that committee for 3 years, and is a member of the governance committee of Vista Oil and Gas. Industry Experience (Commerce and Fintech): Ms. Segal works with many companies in the commerce industry that are members of AS/COA as well as with various ministries of economy. She also has extensive experience as a board member of Scotiabank. Management: As President and CEO of AS/COA, Ms. Segal has gained valuable management experience. |
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| Information on our Board of Directors and Corporate Governance | |
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| | Alejandro Nicolás Aguzin CAREER HIGHLIGHTS: Mr. Aguzin has been a private investor since March 2024. He served as the Chief Executive Officer of the Hong Kong Stock Exchanges and Clearing Ltd. and a member of its board of directors from 2021 until completion of his tenure in March 2024. Prior to that position, Mr. Aguzin held leadership roles spanning various lines of business and geographies for more than 30 years with J.P. Morgan. From 2020 to May 2021, Mr. Aguzin served as the CEO of J.P. Morgan’s International Private Bank and a member of the operating committee for the firm’s Asset & Wealth Management business. From 2012 to 2020, he served as Chairman and CEO for the Asia Pacific Region, overseeing the firm’s overall activities across Asia Pacific. From 2005 to 2012, he was CEO for J.P. Morgan Latin America, responsible for overseeing all of J.P. Morgan’ activities in Latin America, and he was also J.P. Morgan’s Head of Investment Banking Coverage, Mergers & Acquisitions and Capital Markets in the region. Mr. Aguzin also served as Senior Country Officer for Brazil from 2008 to 2009. From 2002 to 2005, he served as head of Latin America Investment Banking Coverage, Mergers & Acquisitions and Capital Markets, formerly known as Latin America Investment Banking. From 1996 to 2002, Mr. Aguzin was part of J.P. Morgan’s Latin America Mergers & Acquisitions Group in New York, and was appointed head of that group in 2000. From 1992 to 1996, Mr. Aguzin was part of J.P. Morgan’s Investment Banking team in Buenos Aires, where he participated in several privatizations, capital markets and advisory transactions. From 1991 to 1992, he worked in J.P. Morgan’s Corporate Finance Services Group in New York and focused primarily on cross-border mergers and acquisitions for U.S. clients. Prior to that position, from 1990 to 1991, Mr. Aguzin was a financial analyst in the Credit Group in Buenos Aires. He holds a B.S. in Economics from the Wharton School of the University of Pennsylvania and is fluent in Spanish, Portuguese and English. KEY ATTRIBUTES AND SKILLS: Corporate Governance: Having been the frontline regulator of global companies listed in Hong Kong, Mr. Aguzin brings extensive knowledge relating to governance and regulatory best practices for public companies. Banking: Mr. Aguzin brings a deep understanding of investment banking activities that provides valuable business experience and critical insights on the roles of finance and strategic transactions in our business. Finance: Broad experience and vast knowledge on the international financial markets. LatAm Markets: Our board believes that his knowledge of the Latin American and Asian economies and markets, coupled with the professional network that he has developed in those regions throughout his career in investment banking, makes him an asset to our Company. |
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| 26 | MercadoLibre 2024 Proxy Statement |
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| Information on our Board of Directors and Corporate Governance | |
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| | Emiliano Calemzuk CAREER HIGHLIGHTS: Mr. Calemzuk has been the CEO of Reshet Media Group since March 2024. He is also an advisor and investor in international ventures in the media and technology space. He serves as an advisor to several companies, including Sony Music and Sony Pictures Entertainment in India, and several companies and startups in Israel. From 2020 to 2021 he was the CEO of 890 Fifth Avenue Partners, LLC. Prior to that position, from 2017 to 2020, Mr. Calemzuk was CEO and co-founder of RAZE, a media startup venture focused on the Hispanic market. In 2015 and 2016 Mr. Calemzuk partnered with Time Inc., publisher of Time, Sports Illustrated, People and other major magazine titles, to assist with Time Inc.’s entry into digital video. Between 1998 and 2012 Mr. Calemzuk had a successful career at News Corporation/Fox, last serving as CEO of Shine Group Americas (Unit of 21st Century Fox) from September 2010 to January 2012. From 2007 to 2010, Mr. Calemzuk served as President of Fox Television Studios. Prior to joining Fox Television Studios, Mr. Calemzuk was President of Fox International Channels Europe, based in Rome, from 2002 to 2007. Before working in Italy, Mr. Calemzuk was based in Los Angeles where he served as Vice President and Deputy Managing Director of Fox Latin American Channels overseeing all operating divisions of Fox across 19 countries. Mr. Calemzuk is a Cum Laude graduate of the University of Pennsylvania. KEY ATTRIBUTES AND SKILLS: Media & Entertainment: Mr. Calemzuk is a leader in alternative entertainment and technology genres, uniquely positioning him to provide thoughtful leadership and guidance as MercadoLibre adapts to a changing technology and entertainment world. Marketing: Extensive marketing experience as CEO of 890 Fifth Avenue Partners, CEO and co-founder of RAZE and President of Fox Television Studios, marketing content to all Latin American audiences via traditional and digital programming. Management: Valuable business, leadership and management experience, including expertise leading a large organization with global operations such as Fox Television Studios, giving him a keen understanding of the issues facing a multinational business such as MercadoLibre. LatAm Markets: Mr. Calemzuk has led the growth of international operations of Fox in both Latin America and Italy, which has provided him with a broad expertise and understanding of the Latin American markets. Corporate Governance: Mr. Calemzuk's experience as Chair of MercadoLibre's Nominating and Corporate Governance Committee, together with having completed training in Stanford University's Rock Center for Corporate Governance has given him a deep understanding and unique perspective on corporate governance matters. Cybersecurity: Mr. Calemzuk is an advisor to several Israeli cyber startups. Entrepreneurship: As a startup founder, Mr. Calemzuk brings to the board experience in the entrepreneurial space. |
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| MercadoLibre 2024 Proxy Statement | 27 |
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| Information on our Board of Directors and Corporate Governance | |
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| | Marcos Galperin CAREER HIGHLIGHTS: Mr. Galperin serves as Chairman of our Board and as our Chief Executive Officer. Prior to working with us, Mr. Galperin worked in the fixed income department of J.P. Morgan Securities Inc. in New York from June to August 1998 and at YPF S.A., an integrated oil company, in Buenos Aires, Argentina, where he was a Futures and Options Associate and managed YPF’s currency and oil derivatives program from 1994 to 1997. Mr. Galperin received an M.B.A. from Stanford University and graduated with honors from the Wharton School of the University of Pennsylvania, with a B.S. in Economics. Mr. Galperin is the brother of Nicolás Galperin, a Class II Director. KEY ATTRIBUTES AND SKILLS: Entrepreneurship: Mr. Galperin, as co-founder of MercadoLibre, brings to the board his entrepreneurial and innovation skills that he has honed throughout the years at our Company. Industry Experience (Commerce and Fintech): Mr. Galperin’s experience leading MercadoLibre’s growth since its inception enables him to provide a unique perspective to the board regarding the industries where the Company operates. Media & Entertainment: Mr. Galperin has cultivated valuable knowledge of branding strategy as the co-founder, chief executive officer and president of MercadoLibre. Management: As the co-founder, chief executive officer and president of our Company, Mr. Galperin has the most long-term and valuable hands-on knowledge of the issues, opportunities and challenges facing us and our business. He provides a critical link between management and the board, enabling the board to perform its oversight function with the benefits of management’s perspectives on the business. LatAm Markets: As the co-founder of MercadoLibre, the largest online commerce ecosystem in Latin America with presence in 18 countries, Mr. Galperin has a deep understanding and broad expertise in the Latin American markets. Finance: Mr. Galperin's professional background, including the experience gained working at J.P. Morgan and YPF, has given him vast experience in finance. |
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| 28 | MercadoLibre 2024 Proxy Statement |
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| Information on our Board of Directors and Corporate Governance | |
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| | Andrea Mayumi Petroni Merhy CAREER HIGHLIGHTS: Andrea Petroni is the Head of Business Advisory and Execution of JP Morgan Chase & Co., Hong Kong Office, responsible for overseeing the Business Selection and Risk Governance framework for Investment Banking Asia Pacific. Prior to that position, from 2016 to 2019, Ms. Petroni was the Head of Finance and Business Management for Banking and Wholesale Payments for Asia Pacific at JP Morgan Chase & Co., Hong Kong Office, responsible for business development, business management, internal financial reporting and controller functions, and from 2016 to 2021 she was a board member, non-executive director of JP Morgan Chase Bank (China) Company limited. Ms. Petroni has a Bachelor’s degree in Business Administration from Escola de Administração de Empresas — Fundação Getulio Vargas. KEY ATTRIBUTES AND SKILLS: Finance: Ms. Petroni’s experience in senior leadership positions at a global financial institution has given her a strong financial background and experience, which includes reviewing financial statements, interacting with auditors and assessing the financial and business performance of companies around the world. Risk Oversight: Ms. Petroni brings to the board valuable experience on risk oversight given her role of Head of Business Advisory and Execution of JP Morgan Chase & Co., Hong Kong Office. Banking: With over 25 years of experience in global banking and over 6 years of experience as an active board member at a regulated financial institution in China, Ms. Petroni has a deep understanding of the banking business and financial markets. Corporate Governance: Extensive experience advising and overseeing corporate governance matters, which will be of great value for the Company in achieving our sustainable growth aspirations. Her extensive international experience, which has led her to build a broad network of relationships across different cultures and countries, brings a unique perspective to our board. LatAm Markets: 15 years of experience providing financial services to corporations in Latin America. Management: Ms. Petroni has extensive managerial experience, leading teams across investment banking, finance and human resources in Latin America and Asia Pacific. |
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| MercadoLibre 2024 Proxy Statement | 29 |
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| Information on our Board of Directors and Corporate Governance | |
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Our business is managed by our employees under the direction and oversight of our board. Except for our chief executive officer, none of the members of our board is an employee of MercadoLibre. Our board members remain informed of our business through discussions with management, materials we provide to them, and their participation on the board and in board committee meetings. We believe open, effective, and accountable corporate governance practices are key to our relationship with our stockholders. Our board has adopted corporate governance guidelines that, along with the charters of our board committees and our MELI Code, provide the framework for the governance of our Company. Copies of our corporate governance guidelines, the charters of our board committees, and our MELI Code may be found on our investor relations website at http://investor.mercadolibre.com. The board regularly reviews corporate governance developments and modifies these policies as warranted. Any changes in these governance documents will be reflected in the same location of our website. Links to websites included in this proxy statement are provided solely for convenience purposes. Content on the websites, including content on our Company website, is not, and shall not be deemed to be, part of this proxy statement or incorporated herein or into any of our other filings with the SEC. Board's Composition As illustrated by the director biographies, the director skills highlights and the diversity matrix, our board of directors is comprised of a diverse group of individuals with significant experience in their respective fields. Our board believes that the combination of different tenures, backgrounds, skills, expertise and experiences of the directors and the director nominees contribute to an effective board that comprehends the complexities of our business and of the region in which we operate. The Company believes that the directors and director nominees have all the necessary qualifications to provide effective and independent oversight and strategic guidance to help build a better business. Director Skills Highlights Our directors and director nominees have a diversified set of skills, viewpoints and experiences, including in the following areas:
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| 30 | MercadoLibre 2024 Proxy Statement |
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| Information on our Board of Directors and Corporate Governance | |
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Diverse Representation and Perspective
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| MercadoLibre 2024 Proxy Statement | 31 |
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| Information on our Board of Directors and Corporate Governance | |
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More than half of our board self-identifies with diverse attributes. The gender and demographic information presented below for our directors is based on voluntary self-identification by each director.
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| BOARD DIVERSITY MATRIX (AS OF APRIL 25, 2024) | | | | | | | ■ Total Number of Directors | | | 9 | | | | | Female | Male | | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity: | | | | | | | Directors | 2 | 7 | | — | — | | Part II: Demographic Background | | | | | | | African American or Black | — | — | | — | — | | Alaskan Native or Native American | — | — | | — | — | | Asian | — | — | | — | — | | Hispanic or Latinx | 1 | 4 | | — | — | | Native Hawaiian or Pacific Islander White | — | — | | — | — | | White | 1 | 3 | | | | | Two or More Races or Ethnicities | — | — | | — | — | | LGBTQ+ | | | — | | | | Did Not Disclose Demographic Background | | | — | | |
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| 32 | MercadoLibre 2024 Proxy Statement |
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| Information on our Board of Directors and Corporate Governance | |
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Board Leadership Structure We believe that there is no single, generally accepted approach to providing board leadership and, in light of the competitive and dynamic environment in which we operate, the appropriate board leadership structure may vary from time to time as circumstances warrant. Therefore, our board will continually evaluate the leadership structure of the board with the goal of maximizing its effectiveness and alignment with the Company's needs. We do not have a fixed policy with respect to the separation of the offices of the chairman of the board and chief executive officer. In light of the competitive and dynamic environment in which our Company operates, the appropriate board leadership structure may vary from time to time as circumstances warrant and we believe that any determination in this regard is part of the executive succession planning process. Mr. Galperin currently serves as both our chairman and our president and chief executive officer. Our board believes service in these dual roles is in the best interests of our Company and our stockholders. Mr. Galperin co-founded our Company, has served as chief executive officer since our inception and is the only member of management on the board. The board is confident that he possesses the most thorough knowledge of the issues, opportunities and challenges facing us and our business and, accordingly, is the person best positioned to develop agendas that ensure that the board’s time and attention are focused on the most critical matters. His combined role enables decisive leadership, ensures clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to our stakeholders. Because the board also believes that strong, independent board leadership is a critical aspect of effective corporate governance, the board has established the position of lead independent director. The lead independent director is an independent director elected annually by the board. Mr. Calemzuk currently serves as the lead independent director, a position to which he was appointed in February 2016. Mr. Calemzuk joined our board in 2007. During his tenure, he has gained extensive knowledge and deep understanding of the Company and its business. As lead independent director, he coordinates the activities of the other independent directors; presides at all meetings of the board at which the chairman is not present; serves as liaison between the chairman and the independent directors; consults with the chairman on the agenda for board meetings; serves as the board’s liaison for consultation and communication with stockholders, as appropriate; and communicates regularly with each director to be certain that each director’s views, competencies and priorities are understood. In addition, the lead independent director, who is also the chairman of the nominating and corporate governance committee, obtains self-assessment questionnaires and conducts interviews to confirm the continued qualification and willingness to serve of each director whose term is expiring at an annual meeting prior to the time at which directors are nominated for re- election. We believe that our current board leadership structure provides effective, constructive and independent oversight of management and the Company. Board Committees Board committees help our board perform effectively and efficiently, but they do not replace the oversight responsibility of our board as a whole. There are currently three principal standing board committees: the audit committee, the compensation committee and the nominating and corporate governance committee. Each principal standing committee meets regularly and has a written charter that has been approved by our board and is reviewed annually, which is available on our investor relations website at http://investor.mercadolibre.com. In addition, at each regularly scheduled board meeting, a member of each committee reports on any significant matters addressed by the committee subsequent to the board’s most recent prior meeting. Each committee performs an annual self-assessment to evaluate its effectiveness in fulfilling its obligations. The following table lists the members of each of our three principal standing board committees as of the filing date of this Proxy Statement:
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| | AUDIT | COMPENSATION | NOMINATING & CORPORATE GOVERNANCE | | Emiliano Calemzuk* | | ■ | ■ | | Susan Segal* | ■ | ■ | | | Mario Vázquez* | ■ | ■ | ■ | | Nicolás Aguzin* | ■ | | ■ |
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■ Member ■ Chair * Independent Director.
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| MercadoLibre 2024 Proxy Statement | 33 |
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| Information on our Board of Directors and Corporate Governance | |
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Audit Committee
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| MEMBERS | RESPONSIBILITIES | | Mario Vázquez (Chairman & Financial Expert) Nicolás Aguzin Susan Segal | ■ Overseeing our independent registered public accounting firm and having the sole authority to select and, where appropriate, replace the independent registered public accounting firm, approve the compensation and terms of the firm’s engagement and evaluate its performance; ■ Considering and approving all audit and non-audit services to be performed by our independent registered public accounting firm and establishing procedures in respect thereof; ■ Overseeing management’s establishment and maintenance of our accounting and financial reporting processes, including our internal controls and disclosure controls and procedures, and the audits of our financial statements; ■ Establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal control, and auditing and non-audit/accounting matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting, auditing or other matters; ■ Investigating any matter brought to its attention within the scope of its duties and engaging independent counsel and other advisers as the audit committee deems necessary; ■ Determining compensation of the independent registered public accounting firm, compensation of advisors hired by the audit committee and ordinary administrative expenses; ■ Reviewing annual and quarterly financial statements prior to their release; ■ Preparing the report required by the rules and regulations of the SEC to be included in our annual proxy statement; ■ Reviewing and assessing the adequacy of the committee’s formal written charter on an annual basis; ■ Overseeing and evaluating the Company’s risk management framework (including risk assessment and risk management policies and procedures) to identify, evaluate, measure and manage existing and potential risks, including financial, operational, cybersecurity and fraud, strategic and compliance risks, and the steps we have taken to detect, monitor and actively manage such exposures; ■ Reviewing significant legal, compliance and regulatory matters that could have a material impact on our financial statements or our business, including material notices to or inquiries received from governmental agencies; ■ Receiving and considering the independent auditors’ comments as to controls, adequacy of staff, and management performance and procedures in connection with audit and financial controls; ■ Reviewing the experience and qualifications of senior members of the internal audit function on an annual basis, including the responsibilities, staffing, budget and quality control procedures of the internal audit function; ■ Handling such other matters that are specifically delegated to the audit committee by our board from time to time; and ■ Periodically reviewing management reports regarding the effectiveness of the Company’s risk management program, any corrective action and progress of key risk initiatives, and seeking, as necessary, reports on selected risks. | | INDEPENDENCE | | | 3 out of 3 | | | MEETINGS IN 2023 | | | 5 | | | ACTIONS BY UNANIMOUS WRITTEN CONSENT | | | 1 | |
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For more information, please see “Audit Committee Report” of this proxy statement. Our board has adopted a written charter for our audit committee, which is posted on our investor relations website at http://investor.mercadolibre.com.
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| 34 | MercadoLibre 2024 Proxy Statement |
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| Information on our Board of Directors and Corporate Governance | |
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Compensation Committee
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| MEMBERS | RESPONSIBILITIES | | Emiliano Calemzuk (Chairman) Mario Vázquez Susan Segal | ■ Developing and overseeing the implementation of the Company’s philosophy relating to the compensation of our directors, executive officers, and other key employees; ■ Developing and maintaining an executive compensation policy that creates a direct relationship between pay levels and corporate performance; ■ Recommending to our board for determination, the compensation and benefits of all of our executive officers and key employees, including the Chief Executive Officer; ■ Recommending to our board for determination, the compensation and benefits of non-employee directors; ■ Monitoring and reviewing our compensation and benefit plans to ensure that they meet corporate objectives; ■ Administering our clawback policy; ■ Administering our stock plans and other incentive compensation plans and preparing recommendations and periodic reports to our board concerning these matters; ■ Reviewing and recommending to the Board for approval the frequency with which the Company will conduct Sayn-Pay Votes, taking into account the results of the most recent stockholder advisory vote; ■ Overseeing, in conjunction with the nominating and corporate governance committee and the Board, engagement with stockholders and proxy advisory firms on executive compensation matters; ■ Preparing the report required by the rules and regulations of the SEC to be included in our annual proxy statement and assisting management in the preparation of the compensation discussion and analysis included in this proxy statement; and ■ Such other matters that are specifically delegated to the compensation committee by our board from time to time. | | INDEPENDENCE | | | 3 out of 3 | | | MEETINGS IN 2023 | | | 1 | | | ACTIONS BY UNANIMOUS WRITTEN CONSENT | | | 4 | |
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Our board has adopted a written charter for our compensation committee, which is posted on our investor relations website at http://investor.mercadolibre.com. Compensation Committee Interlocks and Insider Participation During fiscal year 2023, Messrs. Calemzuk (Chairman), Vazquez and Ms. Segal served as members of our compensation committee. None of the members of our compensation committee during fiscal year 2023 has ever been an officer or employee of our Company or our subsidiaries or had any relationship with us requiring disclosure as a related party transaction under applicable rules of the SEC. During fiscal year 2023, none of our executive officers served as a member of the compensation committee of another entity, one of whose executive officers served on our compensation committee; none of our executive officers served as a director of another entity, one of whose executive officers served on our compensation committee; and none of our executive officers served as a member of the compensation committee of another entity, one of whose executive officers served as a member of our board. All members of our compensation committee during fiscal year 2023 are independent in accordance with the applicable rules of NASDAQ and our corporate governance guidelines.
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| Information on our Board of Directors and Corporate Governance | |
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Nominating and Corporate Governance Committee
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| MEMBERS | RESPONSIBILITIES | | Emiliano Calemzuk (Chairman) Mario Vázquez Nicolás Aguzin | ■ Developing director selection criteria and evaluating and recommending to our board, nominees for election to our board; ■ Making recommendations to our board regarding the size and composition of the board, committee structure and membership and the termination and resignation of board members; ■ Reviewing and recommending to our Board director independence determinations; ■ Taking a leadership role in shaping the Company’s corporate governance, including reviewing the corporate governance guidelines and considering public policy issues that may arise from time to time and affect the Company; ■ Overseeing our board’s performance and annual self-evaluation process and developing continuing education programs for our directors; ■ Monitoring our performance in meeting our obligations of fairness in internal and external matters and our principles of corporate governance; ■ Reviewing correspondence received from stockholders; and ■ Such other matters that are specifically delegated to the nominating and corporate governance committee by our board from time to time. | | INDEPENDENCE | | | 3 out of 3 | | | MEETINGS IN 2023 | | | NONE | | | ACTIONS BY UNANIMOUS WRITTEN CONSENT | | | 1 | |
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Our board has adopted a written charter for our nominating and corporate governance committee, which is posted on our investor relations website at http://investor.mercadolibre.com. Other Committees The board does not currently have any committees other than the principal standing board committees. Risk Oversight Our board of directors, both directly and through its committees, provides various forms of risk oversight. As part of this process, the board seeks to identify, prioritize, source, manage and monitor our critical risks. To this end, our board periodically, and at least annually, reviews the material risks faced by us, our risk management processes and systems and the adequacy of our policies and procedures designed to respond to and mitigate these risks. Board of Directors and its committees
(V) INTERNAL AUDIT
| NAME | FEES EARNED OR PAID IN CASH(1) | STOCK AWARDS(2) | ALL OTHER COMPENSATION(3) | TOTAL | | Alejandro Nicolás Aguzin | $72,708 | $119,292 | $8,512 | 200,512 | | Emiliano Calemzuk | 139,621 | 119,292 | — | 258,913 | | Henrique Dubugras | 72,708 | 119,292 | — | 192,000 | | Andrea Mayumi Petroni Merhy | 72,708 | 119,292 | 8,961 | 200,961 | | Richard Sanders | 72,708 | 119,292 | 10,934 | 202,934 | | Susan Segal | 72,708 | 119,292 | — | 192,000 | | Mario Eduardo Vázquez | 94,621 | 119,292 | 8,003 | 221,916 | | Total | $597,782 | $835,044 | $36,410 | $1,469,236 |
ELEMENTS OF COMPENSATION PAID TO NAMED EXECUTIVE OFFICERS IN 2023, 2022 AND 2021
| 4. | For a description of our LTRPs, as defined below, see “—Elements of Compensation—Long-Term Retention Plans” and “—Prior Long-Term Retention Plans” below. The amounts reported in this table include the total compensation actually paid in cash to named executive officers in accordance with the LTRPs in each fiscal year presented. LTRP awards are paid in U.S. dollars. |
2023 LTRP BONUS
| The annual total compensation of our chief executive officer for purpose of determining the pay ratio was $9,591,176; and |
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
| | | | | | Value of initial fixed $100 investment based on: | | | | | Year | 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) | Total share- holder return | Peer group total share- holder return(3) | Net income ( in millions) | Income from operations (in millions of constant dollars)(4)(5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 9,591,176 | 9,591,176 | 2,456,070 | 2,456,070 | 275 | 167 | 987 | 2,417 | | 2022 | 8,270,567 | 8,270,567 | 2,521,291 | 2,521,291 | 148 | 117 | 482 | 1,119 | | 2021 | 16,680,787 | 16,680,787 | 4,192,154 | 4,192,154 | 236 | 174 | 83 | 529 | | 2020 | 21,509,523 | 21,509,523 | 4,837,639 | 4,837,639 | 293 | 144 | (1) | 227 |
PAY VERSUS PERFORMANCE TABLE
| 1. | Mr. Galperin served as our PEO for the full year for each of 2023, 2022, 2021 and 2020. |
PAY VERSUS PERFORMANCE TABLE
| 2. | 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 and 2020, our NEOs included Messrs. Arnt, Giménez, Rabinovich and Tolda. |
PAY VERSUS PERFORMANCE TABLE
| 3. | The peer group total share-holder 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, 2023 The comparison assumes $100 was invested in the Company and in the Nasdaq Composite Index, respectively (i) for 2020, over the one-year period from market close December 31, 2019 through December 31, 2020, (ii) for 2021, over the two-year period from market close on December 31, 2019 through December 31, 2021, (iii) for 2022, over the three-year period from market close December 31, 2019 through December 31, 2022, (iv) and for 2023, over the four-year period from market close December 31, 2019 through December 31, 2023. Historical stock performance is not necessarily indicative of future stock performance. |
PAY VERSUS PERFORMANCE TABLE
| 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. |
PAY VERSUS PERFORMANCE TABLE
| 5. | For 2020, 2021, 2022 and 2023, 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. This measure was selected because it is one of the main performance metrics for each of the 2020, 2021, 2022 and 2023 annual bonuses received by our named executive officers. |
PAY VERSUS PERFORMANCE TABLE
| 62 | MercadoLibre 2024 Proxy Statement |
PAY VERSUS PERFORMANCE TABLE
| Executive Compensation | |
DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND NEOS COMPENSATION ACTUALLY PAID AND COMPANY TOTAL SHAREHOLDER RETURN (“TSR”)
DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND NEOS COMPENSATION ACTUALLY PAID AND COMPANY TOTAL SHAREHOLDER 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:
DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND NEOS COMPENSATION ACTUALLY PAID AND COMPANY TOTAL SHAREHOLDER RETURN (“TSR”)
| MercadoLibre 2024 Proxy Statement | 63 |
DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND NEOS COMPENSATION ACTUALLY PAID AND COMPANY TOTAL SHAREHOLDER RETURN (“TSR”)
| Executive Compensation | |
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.