☐ | | | Preliminary Proxy Statement | |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☒ | | | Definitive Proxy Statement | |
☐ | | | Definitive Additional Materials | |
☐ | | | Soliciting Material Pursuant to §240.14a-12 | |
MERCADOLIBRE, INC. |
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
☒ | | | No fee required. | |
☐ | | | Fee paid previously with preliminary materials. | |
☐ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
 DATE & TIME | | |  LOCATION | | |  |
Wednesday, June 5, 2024 | | | www.virtualshareholdermeeting.com/ able to listen to the meeting live, submit questions and vote online. | | | April 9, 2024 |
| | | 1 | | | To elect the nominees for Class II | |
| | | 2 | | | To approve, on an advisory basis, the compensation of our named executive officers for fiscal year 2023; | |
| | | 3 | | | To ratify the appointment of Pistrelli, Henry Martin y Asociados S.R.L., a member firm of Ernst & Young Global Limited, as our independent registered public accounting firm for the fiscal year ending December 31, | |
| | | 4 | | | To transact such other business as may properly come before the meeting. |
By order of the board of directors, |
 Jacobo Cohen Imach Sr. Vice President, General Counsel and Secretary |
| | | MercadoLibre 2024 Proxy Statement | | | 3 | | |
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www.virtualshareholdermeeting.com/ MELI2024 | | | at | | | available until June 5, 2025 |
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| | | | MercadoLibre Investor Relations, by going to | | |
| | Voting Stock Ownership | | | Computershare Regular Mail: PO BOX Courier Delivery: 150 Royall St., Suite 101, Canton, MA 02021 888 313 1478 (U.S. investors) +1 (201) 680 6578 (Non-U.S. investors) www.computershare.com/investor | |
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Sincerely yours,   Marcos Galperin Chairman of the Board, President and Chief Executive Officer | |
1 | Unique active buyers is defined as users that have performed at least one purchase on the Mercado Libre Marketplace during the reported period. |
2 | Fintech Monthly Active Users: defined as Fintech payers and/or collectors as of March 31, 2024, that, during the last month of the reporting period, performed at least one of the following actions during such month: 1) made a debit or credit card payment, 2) made a QR code payment, 3) made an off-platform online payment using our checkout or link of payment solutions while logged in to our Mercado Pago fintech platform, 4) made an investment or employed any of our savings solutions, 5) purchased an insurance policy, 6) took out a loan through our Mercado Credito solution, or 7) received the payment from a sale or transaction either on or off marketplace. |
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An Ecosystem for Consumers and Merchants | | |  |
| | |  MercadoLibre 2024 Proxy Statement | |||
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| An Ecosystem for Consumers and Merchants | | | | |||
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We are entrepreneurs who know that sustainability is a path of continuous improvement, with many challenges ahead but with a clear focus: the time to act is now. |
At MercadoLibre, we believe that sustainability involves every area of our business. It is a commitment that we renew every day, every time we take risks to innovate, achieve scale and generate a transformational impact. We communities. It also requires us to be increasingly efficient and innovative to reduce the environmental impact throughout the value chain. We focus on the best we can do today to continue to grow responsibly. It is a path of continuous, collective improvement, and one with many challenges ahead in such a dynamic and exponential industry. But our focus remains clear: the time to act is now. Under this premise, our strategy has three main |
 | | | Socioeconomic development and | | |  | | | Social Empowerment | | |  | | | Strategy and Innovation |
| We promote enterprises and triple-impact brands within our ecosystem, helping their commercial development and providing visibility, specifically in segments where geographical distance or digital, gender or racial factors make it harder to access our platforms. We also aim to drive female entrepreneurship through education and financial inclusion, addressing two of the major hurdles that persist for female entrepreneurs when scaling their businesses. Our solutions ecosystem is a key factor for the digital inclusion of social organizations, as well as boosting their ability to raise funds. | | | We want to broaden access not just to the solutions on our platform, but also to the science and technological industry in general, by providing individuals with thousands of opportunities to study, do business or work. We believe that the best way to democratize these opportunities is through education, and we therefore seek to bring a wide array of educational content to thousands of young people in the region, enabling them to develop skills and imagine possible futures in the broad universe of technology, in collaboration with their peers. | | | We recognize that our growth creates its own environmental challenges. We aim to own up to this tension, concentrating on the best we can do today in order to grow sustainably. Measuring our carbon footprint enables us to identify the key impacts of our operations and their value chain. Our environmental strategy to reduce our carbon footprint is based on sustainable mobility, energy management and material circularity, in addition to the regeneration and conservation of Latin America’s iconic biomes. |
| And only by attracting, engaging and developing the best talent can we uphold this purpose. We are a diverse team looking to make an impact following ethical values that define the way we act. |
| | | MercadoLibre 2024 Proxy Statement | | | 9 | | |
| IMPACT HIGHLIGHTS | | | |
 | | | Socioeconomic development and inclusion |
| True to our origins, our mission is to democratize commerce and financial services in Latin America. We are committed to that mission by expanding our reach to include more and more people every day, creating development opportunities for entrepreneurs and organizations across the region, and contributing to the progress and prosperity of our communities. |
Positive-Impact consumption (Argentina, Brazil, Chile, Colombia, Mexico and Uruguay) In 2019, we created the “Sustainable Products” section on our Mercado Libre Marketplace platform to promote brands and entrepreneurs that contribute to reducing environmental impact and generating positive social impacts, democratizing access to products that benefit people and the environment and promote a new economy. We seek to be a one-stop shop for the most positive-impact products in the market, promoting responsible and conscious consumption. To boost the offer of positive-impact products, we provide sales training courses for triple impact and socio-biodiversity enterprises and hold visibility campaigns for their products. And, to maximize demand, we inform users of the existing research relating to online positive-impact consumption trends and are transparent in our communication of product selection criteria. ■ Over 930k unique publications of positive-impact products. ■ +67,000 positive-impact brands and entrepreneurs. | | |  +5.8M Users purchased products (+27% over 2022) +10.4M Products sold, 57%+ vs 2022 |
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Biomas: products in support of socio-biodiversity ( (Mexico, Brazil and Argentina) The “Biomas in a Click” program was created to help communities that contribute to biodiversity preservation through the sustainable production of items gain access to new markets to improve income generation, and to distribute their products and knowledge across the region. In this way, we promote fair commerce and income generation for thousands of families who support biome preservation where they live. The program offers entrepreneurs from the biomes training in sales, business strategy, logistics, and digital marketing, individual and group mentorship by MercadoLibre specialists and allied foundations, and highlighted visibility in the Sustainable Products section and their own landing page to promote their products. Our contributions were recognized by Reuters Events Sustainable Business in the “Biodiversity Champion Award” category, for promoting entrepreneurial actions that integrate biome conservation with regional development and the promotion of the bioeconomy. ■ +34,000 local producers indirectly benefited. ■ +47,600 products sold. ■ 8 iconic Latin American biomes represented. | | | Supported Organizations |
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To this end, we place our tools and know-how about online sales strategies at the disposal of participants of Afrolab, an |
| | | 192 1,250 products sold by the official Feira Preta store on MercadoLibre | | |
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Empowering women entrepreneurs We know that education is a key factor enabling other dimensions of financial inclusion, such as financial wellbeing and productive development. Mercado Pago has partnered with Pro Mujer, in Spanish speaking Latin America, and with Aliança Empreendedora and Barkus, in Brazil, to improve the financial education of women entrepreneurs in the region. The initiative is focused on boosting their income-generation capacity and helping them plan a sustainable future for their business. In this way, participants gain access to educational content at each stage of their enterprise, acquire digital skills for leadership, personal development, finance and sales, connect with other women entrepreneurs in the region, and receive advice and personalized support. The program accompanies them throughout the development cycle of their business, and through it we seek to create a network of women entrepreneurs in Latin America. ■ 64% improved their financial skills. ■ 86% adopted the use of budgeting in their businesses. ■ 85% report to have incorporated digital channels and/or online | | | 3,160 |
certified entrepreneurial women (+ 5,000 since the start of the program in 2022) | |||
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opportunities we know that education is the best way to democratize these opportunities. |
We are acting today to promote more inclusive development in Latin America. |
Beta Hub offers free training and content to young people ages 16 to 18, and an interactive space where teenagers are challenged to progress from being users to becoming creators of technology-based solutions. The community provides a connection with specialists, leaders in We support this community by | | | 9,000 2,218 scholarships granted 1,180 young people graduated (65% of the graduates were able to learn more about technology and |
Conectadas the region. ■ ideas originated by participants. ■ | | | + 900 Young women between 14 and 18 years of age from seven countries |
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Certified TECH Developer Ecuador) starting in 2023, in Mexico, Peru and Ecuador. ■ ■ 45% of to women. | | | + 7,800 Students have completed the program since 2021 |
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Carbon footprint Our environmental strategy is based on a continuous improvement process that supports agility. Since 2016, we believe we have been measuring our footprint with increasingly We measure emissions using internationally recognized methods such as the Greenhouses Gas (GHG) Protocol, the Global Logistics Emissions Counsel (GLEC) Framework, and | | | 0.00014tn of CO2e per US$ invoiced revenues (Scopes 1, 2 and 3) of CO2e per buyer (Scopes 1, 2 and 3) |
| | | MercadoLibre 2024 Proxy Statement | | | 13 | | |
| IMPACT HIGHLIGHTS | | | |
Carbon Footprint Management – Our Environmental Impact Strategy Energy Efficiency Renewable Energies ■ Smart metering strategy that allows us to remotely monitor our consumption through the use of smart sensors and real-time dashboards. ■ Mexico. ■ ■ energy, reaching a total of 29 sites between centers and offices. ■ region. ■ sources, which represent a total of 63,375 MWh. Sustainable Mobility We engage the In 2023, 2,321 electric vehicles Another effective way of cutting emissions from our logistics is to use low-emission or renewably-sourced fuels. We have therefore encouraged our partner carriers to invest in Innovation to speed up low-carbon logistics We have partnered with Newlab, a US-based innovation laboratory, that encourages collaboration between entrepreneurs, scientists and In 2023, we issued an invitation to startups around the world working on sustainable mobility, and received replies from 128 organizations, 62% of them in Latin America. Sustainable Packaging & Materials The entire logistics, technological and | | | 44% Of our total energy consumption resources 13 New sites migrated to renewable energy +22M Packages delivered by sustainable mobility fleet 2,321 electric +191.2% vs. 2022 |
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| IMPACT HIGHLIGHTS | | | |
| | | MercadoLibre 2024 Proxy Statement | | | 15 | | |
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Regeneration In March 2021, we launched To develop the program, we 14,587 hectares. We focused on Latin America because it is home to around 40% of the planet’s biodiversity. We started with the Atlantic Forest because it is one of the most threatened ecosystems in the region, known for its important watersheds, and because Brazil is home to our largest operation. | | | $ 23.7M “ 14,587 Hectares of land in restoration and conservation 1,187,000 tons of CO2 capture in a 30 year- horizon 3,000,000 tons of avoided CO2 emissions in a 30 year-horizon since launch |
 | | | Human Capital |
A team in constant beta mode Only by attracting, engaging and developing the best talent can we lead in every market where we operate and uphold our purpose. Each year we evolve to stay ahead and respond to challenges more quickly. This is why we say that being constantly in beta mode is part of our culture. We are continually assessing our practices and our value proposition to design the best experience and enable our employees to fulfill their potential. Although we operate in a challenging context, at Mercado Libre, we have continued with our plans for growth. In 2023, we have grown into a team exceeding 58,000 people. In 2023, we focused on strengthening our technology and logistics talent to promote growth; designing work dynamics that respond to our training and adapt to any context; developing leaders and broadening our work practices to become a more diverse company. All of these efforts are aimed at gaining efficiency and continuing to grow sustainably. | | | +58,000 people on the Mercado Libre team in 2023 |
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 Inclusion and equal opportunities |
include different outlooks in our team. Our Diversity, Equity and Build Diverse Teams We seek complementarity through different profiles to create innovative products that connect and users. Every open position is an person who complements a current member of our team. This helps us be more innovative and develop enhanced products that address the needs and expectations of millions of different users. Historically our focus has been on five action fronts: women, people with disabilities, ethnicity, LGBTQIAP+, and from 2023, different generations. Develop Inclusive Environments We promote respectful workspaces where differences are Promote an Inclusive Society Promoting inclusive products and services and equal opportunities. | | | women in IT (17% in senior leadership positions) 12% of our team belongs to the LGBTQIAP+ community 91% of the |
inclusive and diverse environments |
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 | | | Ethics and Transparency |
| | | Honesty, Transparency and Integrity flow in | |
The MELI Code also codifies an integrated system of Every person working at MercadoLibre has to acknowledge compliance with the MELI Code and the main policies of the Ethics & Compliance department upon joining the organization. Also, all third parties providing services on behalf of or for the benefit of MercadoLibre before public officials or governmental agencies must acknowledge compliance with the MELI Code. The MELI Code is periodically reviewed in accordance with applicable regulatory trends and best practices. The MELI Code is publicly available on our Investor Relations site. | | ||
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| | Susan Segal Mario Eduardo Vázquez Alejandro Nicolás Aguzin | | | Class I | | | | |
| | Nicolás Galperin Henrique Dubugras Richard Sanders | | | Class II | | | 2024 Annual Meeting | |
| | Emiliano Calemzuk Marcos Galperin | | | Class III | | | |
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| Proposal I | | | |
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| Proposal I | | | |
| |  | | | Nicolás Galperin CAREER HIGHLIGHTS: Mr. Galperin worked at Morgan Stanley & Co. Incorporated, an investment bank, from 1994 to 2006, and his last position was managing director and head of trading and risk management for the London emerging markets trading desk, as well as a trader of high yield bonds, emerging markets bonds and derivatives in New York and London. In 2006, Mr. Galperin founded Onslow Capital Management Limited, an investment management company that was based in London, and worked at the company until its closure in 2018. Mr. Galperin is now an investor based in London. He graduated with honors from the Wharton School of the University of Pennsylvania. Mr. Galperin is the brother of Marcos Galperin, our chairman, president and chief executive officer. KEY ATTRIBUTES AND SKILLS: Entrepreneurship: Mr Galperin brings to the board his entrepreneurial experience as founder of Onslow Capital Management Limited. Finance: Mr. Galperin’s career in investment banking and investment management, including serving in various leadership roles at Morgan Stanley and Onslow Capital Management, provides valuable business experience and critical insights on the roles of finance and strategic transactions in our business. Risk Oversight: Mr. Galperin’s particular focus on emerging capital markets throughout his career and his leadership in risk management contribute key skills to our board. LatAm and Other Markets: Mr. Galperin is based in London and has focused his investment banking and investment management career in emerging markets, which brings to our board valuable global business perspective and knowledge of both Latin American and European markets. Banking: Extensive experience in banking and investments, which resulted in an understanding of financial statements, corporate finance, accounting and capital markets and fixed income products and derivatives. Private Equity: Mr. Galperin's professional background includes 20 years of experience investing in the private equity space. | |
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Proposal I | | | |
| |  | | | Henrique Dubugras CAREER HIGHLIGHTS: Mr. Dubugras is the co-founder & co-CEO of Brex Inc. Brex Inc. is a company reimagining financial systems so every growing company can realize their full potential and take control of their spend and business as they scale. Prior to that position, Mr. Dubugras co-founded Pagar.me, an online payments company, EduqueMe, an educational crowdfunding company aimed at sponsoring Latin American students in United States colleges, and Estudar nos EUA, a company aimed at disseminating information and opportunities related to studying abroad for both undergraduate and graduate level students. From September 2016 to March 2017 he studied computer science at Stanford University. KEY ATTRIBUTES AND SKILLS: Finance: Mr. Dubugras brings a deep understanding of financial tools and services that provide critical insights to our business. Entrepreneurship: Mr. Dubugras’ experience with innovation in the startup space makes him uniquely positioned to contribute creative ideas for our growth and place in an evolving world. Industry Experience (Fintech): Mr. Dubugras has a wealth of technical and non-technical expertise in the financial services business along with knowledge of various financial services ecosystems. Our board believes that his experience with online payment systems, coupled with his transnational professional network, make him an asset to our Company. LatAm Markets: As co-founder of Pagar.me, an online payment company that operates in Brazil, Mr. Dubugras brings valuable knowledge and understanding of the Brazilian market. | |
| | | 22 | | | MercadoLibre 2024 Proxy Statement | | |
| Proposal I | | | |
| |   | | | Richard Sanders CAREER HIGHLIGHTS: Mr. Sanders is a partner at Permira, a global private equity firm. Mr. Sanders is a member of Permira’s Executive Committee and Investment Committees for their Flagship and Growth Opportunities funds, KEY ATTRIBUTES AND SKILLS: Innovation & Technology:Mr. Sanders has a vast experience with making investment decisions in technology and digital markets industries and, therefore, brings a deep understanding of those industries. Industry Private Equity: Finance:Mr. Sanders professional background has given him extensive financial and M&A transactional skills, as well as exposure to dealing with large institutional investors globally. Risk Oversight:Extensive experience as director of other companies in the oversight and management of risks. Management: Valuable management and leadership skills, as member of a senior leadership team of Permira. | |
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES FOR CLASS II | |
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 | Information on our Board of Directors and Corporate Governance | |
| | Board Diversity Matrix (As of April 27, 2022) | | |||||||||||||||
| | ■ Total Number of Directors | | | | | | | 9 | | | | | | ||||
| | | | Female | | | Male | | | | | Non-Binary | | | Did Not Disclose Gender | | ||
| | Part I: Gender Identity: | | | | |||||||||||||
| | Directors | | | 1 | | | 8 | | | | | — | | | — | | |
| | Part II: Demographic Background | | | | |||||||||||||
| | African American or Black | | | — | | | — | | | | | — | | | — | | |
| | Alaskan Native or Native American | | | — | | | — | | | | | — | | | — | | |
| | Asian | | | — | | | — | | | | | — | | | — | | |
| | Hispanic or Latinx | | | — | | | 6 | | | | | — | | | — | | |
| | Native Hawaiian or Pacific Islander White | | | — | | | — | | | | | — | | | — | | |
| | White | | | 1 | | | 4 | | | | | | | | |||
| | Two or More Races or Ethnicities | | | — | | | 2 | | | | | — | | | — | | |
| | LGBTQ+ | | | | | | | — | | | | | | ||||
| | Did Not Disclose Demographic Background | | | | | | | — | | | | | | ||||
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 | | | Mario Eduardo Vázquez CAREER HIGHLIGHTS: 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 | |
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| Information on our Board of Directors and Corporate Governance | | | |
| |  | | | 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 | | | |
| |   | | | Alejandro Nicolás Aguzin CAREER HIGHLIGHTS: Mr. Aguzin KEY ATTRIBUTES AND SKILLS: Corporate Governance: 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. | |
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Information on our Board of Directors and Corporate Governance | | | |
| |   | | | Emiliano Calemzuk CAREER HIGHLIGHTS: Mr. KEY ATTRIBUTES AND SKILLS: Media & Entertainment: Mr. Calemzuk is a leader in 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 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 Cybersecurity: Mr. Calemzuk is an advisor to several Israeli cyber startups. Entrepreneurship: As a startup founder, Mr. | |
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Information on our Board of Directors and Corporate Governance | | | |
| |  | | | Marcos Galperin |
 CAREER HIGHLIGHTS: | 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 a Class II Director. KEY ATTRIBUTES AND SKILLS: Entrepreneurship: 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 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 LatAm Markets: As the co-founder of Finance: Mr. Galperin's professional background, including the experience gained working at J.P. Morgan and | |
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Information on our Board of Directors and Corporate Governance | | | |
| |  | | | 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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| Information on our Board of Directors and Corporate Governance | | | |
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| Information on our Board of Directors and Corporate Governance | | | |
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| Information on our Board of Directors and Corporate Governance | | | |
| | 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 | | | | | | | — | | | | | | ||||
| | | 32 | | | MercadoLibre 2024 Proxy Statement | | |
| Information on our Board of Directors and Corporate Governance | | | |
| | | | AUDIT | | | COMPENSATION | | | NOMINATING & CORPORATE GOVERNANCE | | |||||||
| | Emiliano Calemzuk* | | | | | ■ | | | | ||||||||
| | | | ■ | | | ■ | | | | ||||||||
| | Mario Vázquez* | | | ■ | | | ■ | | | ■ | | ||||||
| | | | ■ | | | | | ||||||||||
■ | |||||||||||||||||
| |
| | | MercadoLibre | | | | |
Information on our Board of Directors and Corporate Governance | | | |
| | MEMBERS | | | | | RESPONSIBILITIES | | |
| | Mario Vázquez (Chairman & Financial Expert) Nicolás Aguzin Susan Segal | | | | | ■ firm, approve the compensation and terms of the firm’s engagement and evaluate its performance; ■ Considering and approving 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, ■ 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; ■ ■ 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 ■ 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 | | | | ||||
| | 5 | | | | ||||
| | WRITTEN CONSENT | | | | ||||
| | | | ||||||
| | ||||||||
| | | | | MercadoLibre | | |
Information on our Board of Directors and Corporate Governance | | | |
| | 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 | | | | ||||
| | | | | |||||
| | ||||||||
WRITTEN CONSENT | | | | |||||
| | | | | |||||
| | | | |
| | | MercadoLibre | | | | |
Information on our Board of Directors and Corporate Governance | | | |
| | MEMBERS | | | | | RESPONSIBILITIES | | |
| | Emiliano Calemzuk (Chairman) Mario Vázquez Nicolás Aguzin | | | | | ■ ■ Making recommendations to our board regarding the size and composition of the board, committee structure and membership and ■ 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 | | | | ||||
| | | | | |||||
| | WRITTEN CONSENT | | | | ||||
| | 1 | | | | ||||
| | | |||||||
| | | | | MercadoLibre | | |
Information on our Board of Directors and Corporate Governance | | | |
| | | MercadoLibre 2024 Proxy Statement | | | 37 | | |
| Information on our Board of Directors and Corporate Governance | | | |
| ■ | Evaluate the Company’s appetite for risk with respect to the categories defined in our risk catalog. The results of such evaluation impact the approach that the Company takes to identify risks (i.e., accept, avoid, transfer, or reduce). |
| ■ | Design our annual risk assessment plan to identify and assess risks resulting from: |
| i. | Changes to regulatory, economic, technological, and social context impacting our business (based on external expert information and/or advice). |
| ii. | MercadoLibre’s business plan (with special focus on new businesses, products, markets and/or processes, or changes to existing ones). |
| iii. | Senior management’s main concerns on new and/ or existing risks (captured through self-assessment questionnaires, interviews, surveys, workshops, management information and equivalent tools). |
| iv. | Incidents and losses that occurred during the past year. |
| v. | Risk assessment results of prior years. |
| vi. | Internal and/ or external audit reports. |
| vii. | Internal Investigations Findings. |
| ■ | Define the response to identified risks (inherent risks), according to a cost-benefit analysis and aimed at reaching the residual risk aligned with the level of risk that the Company is willing to accept (risk appetite). |
| ■ | Monitor the risk management process and follow up on the responses and action plans. |
| ■ | The risk & compliance area informs the risk committee of the risks, responses, and established action plans resulting from the execution of the annual risk assessment plan. Likewise, it reports to the risk committee the evolution of mitigation plans on main risks, and the need to define new action plans, if necessary. |
| ■ | The head of risk & compliance reports to the audit committee about any complaints and/ or concerns submitted through the whistleblower hotline in relation to accounting, internal control or auditing matters, and infringements to the Code of Ethics. |
| | | 38 | | | MercadoLibre 2024 Proxy Statement | | |
| Information on our Board of Directors and Corporate Governance | | | |
| | | MercadoLibre | | | | |
Information on our Board of Directors and Corporate Governance | | | |
| | Lead independent director | | | $30,000 | |
| | Audit committee chair | | | $21,913 | |
| | Compensation committee chair | | | $21,913 | |
| | Nominating and corporate governance committee chair | | | $15,000 | |
| | Name | | | Fees Earned or Paid in Cash(1) | | | Stock Awards(2) | | | Total | |
| | Emiliano Calemzuk | | | $128,124 | | | $119,832 | | | $247,956 | |
| | Meyer Malka(3) | | | 46,967 | | | 59,989 | | | 106,956 | |
| | Henrique Dubugras(4) | | | 36,157 | | | 59,843 | | | 96,000 | |
| | Susan Segal | | | 72,168 | | | 119,832 | | | 192,000 | |
| | Mario Eduardo Vázquez | | | 94,081 | | | 119,832 | | | 213,913 | |
| | Roberto Balls Sallouti | | | 72,168 | | | 119,832 | | | 192,000 | |
| | Alejandro Nicolás Aguzin | | | 72,168 | | | 119,832 | | | 192,000 | |
| | Total | | | $521,833 | | | $718,992 | | | $1,240,825 | |
| | 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 | |
| 1. | The amounts in this column include all fees earned for fiscal year |
| 2. | The amounts in this column include the fair value at the grant dates for stock awards earned during the fiscal year |
| 3. |
| | | | | MercadoLibre | | |
| ■ | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| ■ | full, fair, accurate, timely and understandable disclosure in our SEC filings and other public communications; |
| ■ | compliance with applicable governmental laws, rules and regulations; |
| ■ | prompt internal reporting of violations of the |
| ■ | accountability for adherence to the code. |
| | | MercadoLibre 2024 Proxy Statement | | | 41 | | |
| Additional Governance Matters | | | |
|
| | | | | MercadoLibre | | |
| | | | | | | |||
| | Marcos Galperin | | | | | Chairman of the Board, President and Chief Executive Officer | | |
| | | | | | Executive Vice President and Chief Financial Officer | | ||
| | Ariel Szarfsztejn | | | | | | ||
| | Osvaldo Giménez | | | | | Fintech President | | |
| | Daniel Rabinovich | | | | | Executive Vice President and Chief Operating Officer | | |
| | Marcelo Melamud | | | | | Senior Vice President and Chief Accounting Officer | | |
| | Juan Martín de la Serna | | | | | Executive Vice President - Corporate Affairs | |
| |   | | | |
| | | MercadoLibre | | | | |
Executive Officers | | | |
| |   | | | Ariel Szarfsztejn has been our Commerce President since January, 2024. Prior to this appointment, he served as an Executive Vice President of Commerce, a position to which he was appointed in January 2022. He joined MercadoLibre in 2017 as Vice President of Strategy and Corporate Development. Then, from 2018 to 2020 he was Vice President of Mercado Envios, and from 2020 to 2021 Senior Vice President and head of Mercado Envios. Before joining MercadoLibre, Mr. Szarfsztejn worked at Despegar (NYSE: DESP) where he was responsible for managing the hotels business unit. Prior to that, he spent several years leading strategy consulting projects for Boston Consulting Group in Latin America. Mr. Szarfsztejn holds a Cum-Laude degree in Economics from University of Buenos Aires and has an M.B.A. from the Stanford University Graduate School of Business. | |
| |  | | | Osvaldo Giménez has been our Fintech President since August 2020. Prior to this appointment, he was responsible for | |
| |   | | | Daniel Rabinovich has been our Chief Operating Officer since August 2020. Prior to this appointment, from 2019 until August 2020, Mr. Rabinovich was our Chief Operating Officer (Product & Technology), and prior to that he served as our Chief Technology Officer, a position to which he was appointed in January 2011. Before his appointment as Chief Technology Officer, Mr. Rabinovich served as our vice president of product development since January 2009, having joined MercadoLibre in March 2000 as an application architect. Before joining us, he worked in the application architecture team at PeopleSoft. | |
| | | 44 | | | MercadoLibre 2024 Proxy Statement | | |
| Executive Officers | | | |
| |   | | | Marcelo Melamud is a senior vice president and has served as our chief accounting officer since August 2008. Prior to this appointment, Mr. Melamud served as our vice | |
| |  | | |
|
 | Juan Martin de la Serna is an Executive Vice President in charge of Corporate Affairs and is |
 | |
| | | MercadoLibre | | | | |
| | | | | MercadoLibre | | |
| ■ | each person that is known by us to be a beneficial owner of more than 5% of our outstanding equity securities; |
| ■ | each of our named executive officers; |
| ■ | each of our directors and |
| ■ | all directors and current executive officers as a group. |
| | | | Total Common Stock(1) | | ||||
| | Name and Address of Beneficial Owner | | | Number | | | Percentage | |
| | Five percent stockholders (1): | | | | | | ||
| | Baillie Gifford & Co. (2) | | | 4,957,539 | | | 9.84% | |
| | Galperin Trust (3) | | | 3,900,000 | | | 7.74% | |
| | Capital Research Global Investors (4) | | | 4,641,606 | | | 9.21% | |
| | Directors and executive officers: | | | | | | ||
| | Marcos Galperin | | | — | | | — | |
| | Pedro Arnt | | | 19,129 | | | * | |
| | Osvaldo Giménez | | | 18,385 | | | * | |
| | Daniel Rabinovich | | | — | | | — | |
| | Stelleo Tolda (5) | | | 91,003 | | | * | |
| | Marcelo Melamud | | | 55 | | | * | |
| | Emiliano Calemzuk (6)(7) | | | 320 | | | * | |
| | Nicolás Galperin | | | — | | | — | |
| | Richard Sanders | | | — | | | — | |
| | Susan Segal (7) | | | 403 | | | * | |
| | Mario Vázquez (7) | | | 2,757 | | | * | |
| | Roberto Balls Sallouti (7) | | | 403 | | | * | |
| | Alejandro Nicolás Aguzin (7) | | | 4,403 | | | * | |
| | Ariel Szarfsztejn (8) | | | 76 | | | * | |
|
| | | | TOTAL COMMON STOCK(1) | | ||||
| | NAME AND ADDRESS OF BENEFICIAL OWNER | | | NUMBER | | | PERCENTAGE | |
| | Five percent stockholders(1): | | | | | | ||
| | Baillie Gifford & Co.(2) | | | 5,383,227 | | | 10.62% | |
| | Galperin Trust(3) | | | 3,650,136 | | | 7.20% | |
| | Capital Research Global Investors(4) | | | 2,627,083 | | | 5.18% | |
| | Directors and executive officers: | | | | | | ||
| | Marcos Galperin | | | — | | | — | |
| | Martín de los Santos | | | 410 | | | * | |
| | Pedro Arnt(5) | | | 15,000 | | | * | |
| | Ariel Szarfsztejn(6) | | | 76 | | | * | |
| | Daniel Rabinovich | | | — | | | — | |
| | Osvaldo Giménez | | | 18,385 | | | * | |
| | Juan Martín de la Serna | | | 200 | | | * | |
| | Marcelo Melamud | | | 55 | | | * | |
| | Emiliano Calemzuk(7)(8) | | | 383 | | | * | |
| | Nicolás Galperin | | | — | | | — | |
| | Richard Sanders(7) | | | 275 | | | * | |
| | Susan Segal(7) | | | 644 | | | * | |
| | Mario Vázquez(7) | | | 2,970 | | | * | |
| | Alejandro Nicolás Aguzin(7) | | | 4,616 | | | * | |
| | Henrique Dubugras(7)(9) | | | 1,146 | | | * | |
| | Andrea Mayumi Petroni Merhy(7) | | | 213 | | | * | |
| | All directors and current executive officers as a group (15 persons) | | | 29,373 | | | * | |
| * | Indicates less than 1% ownership |
| 1. | Based on an aggregate amount of |
| 2. | According to a Schedule 13G/A filed on January |
| | | MercadoLibre 2024 Proxy Statement | | | 47 | | |
| Beneficial Ownership of | | | |
| 3. | According to a Schedule 13G/A filed on February |
| 4. | According to a Schedule 13G/A filed on February |
| 5. |
| 6. |
| Includes one share of common stock in the form of 60 MercadoLibre, Inc. CEDEARs. |
| 7. | Includes 98 shares of common stock, subject to forfeiture and transfer restrictions until the 2024 Annual Meeting of the shareholders of MercadoLibre, Inc. |
| 8. | Includes 170 shares of common stock owned indirectly through a retirement account. |
| 9. | Includes 845 shares held indirectly through TDB Capital LLC. |
| | | | | MercadoLibre | | |
| ■ | Marcos Galperin, President and Chief Executive Officer |
| ■ |
| ■ |
| ■ | Juan Martin de la Serna, Executive Vice President – Corporate Affairs |
| ■ | Osvaldo Giménez, Fintech President |
| ■ | Daniel Rabinovich, Executive Vice President and Chief Operating Officer |
| ■ | aligning our management team’s interests with stockholders’ expectations; |
| ■ | effectively compensating our management team for actual performance over the short and long term; |
| ■ | attracting and retaining an experienced and effective management team; |
| ■ | motivating and rewarding our management team to produce growth and performance for our stockholders that is sustainable and consistent with prudent risk-taking and based on sound corporate governance practices; and |
| ■ | providing market competitive levels of target (i.e., opportunity) compensation. |
| | | MercadoLibre | | | | |
Executive Compensation | | | |
| | | | | ||
| | Base Salary | | | Annual fixed cash compensation established based on the scope of the responsibilities and individual experience of our named executive officers, taking into account competitive market compensation. | |
| | Annual Bonus | | | Annual cash bonuses to compensate named executive officers for achieving short-term financial and operational goals during the preceding fiscal year. | |
| | Long-Term Retention Plan Bonus (“LTRP”) | | | Long-term cash incentive paid over a six-year period through annual fixed payments as well as annual variable payments that depend on the value of our stock over the six-year period over which the bonus is paid. | |
| ■ | Base salary represents a relatively small percentage of total direct compensation for our named executive officers, with a significant portion of our named executive officers’ compensation based on the Company’s demonstrated performance. As illustrated below, |
| ■ | A portion of the compensation awarded under our |
| ■ | The bonuses granted to our named executive officers under our |
| ■ | We continue to provide no executive perquisites. |
| | | | | MercadoLibre | | |
Executive Compensation | | | |
| | | MercadoLibre 2024 Proxy Statement | | | 51 | | |
| Executive Compensation | | | |
|
| | in U.S. dollars | | Year | | Base Salary ($)(1) | | Annual Bonus ($)(1)(2)(3) | | | Long Term Retention Plans (Cash)(4) | | | Total ($)(*) | | IN U.S. DOLLARS | | YEAR | | BASE SALARY ($)(1) | | ANNUAL BONUS ($)(1)(2) | | | LONG TERM RETENTION PLANS (CASH)(4) | | | TOTAL ($)(*) | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | 2012 ($) | | 2014 ($) | | 2015 ($) | | 2016 ($) | | 2017 ($) | | 2019 ($) | | 2020 ($)(2) | | 2021 $ | | | 2016 ($) | | 2017 ($) | | 2018 ($) | | 2019 ($) | | 2020 ($)(3) | | 2021 ($) | | 2022 ($) | | 2023 ($) | | |||||||||||||||||||||||||||||||||||||||||||
| | Marcos Galperin President and CEO | | | 2021 | | 400,146 | | 343,232 | | — | | — | | — | | 6,707,822 | | 4,696,339 | | 2,716,874 | | 1,798,279 | | 1,009,162 | | 17,671,854 | | Marcos Galperin President and CEO | | | 2023 | | 522,883 | | 239,179 | | — | | — | | — | | 2,771,220 | | 1,829,987 | | 1,021,423 | | 1,035,873 | | 2,170,611 | | 9,591,176 | | ||||||||||||||||||||||
| | 2020 | | 350,973 | | 264,355 | | — | | — | | 6,067,354 | | 6,883,905 | | 4,815,408 | | 2,779,380 | | 1,834,748 | | — | | 22,996,123 | | | 2022 | | 448,824 | | 218,958 | | — | | 3,177,806 | | — | | 1,919,710 | | 1,333,174 | | 829,312 | | 838,316 | | — | | 8,766,100 | | |||||||||||||||||||||||||||
| | 2019 | | 507,186 | | 103,886 | | 989,436 | | 2,810,295 | | 2,650,085 | | 2,965,835 | | 2,165,974 | | 1,388,541 | | — | | — | | 13,581,238 | | | 2021 | | 400,146 | | 343,232 | | 6,707,822 | | 4,696,339 | | — | | 2,716,874 | | 1,798,279 | | 1,009,162 | | — | | — | | 17,671,854 | | |||||||||||||||||||||||||||
| | Pedro Arnt Executive VP and CFO | | | 2021 | | 369,264 | | 190,033 | | — | | — | | — | | 1,263,413 | | 884,552 | | 705,374 | | — | | 262,006 | | 3,674,642 | | Martín de los Santos(5) Executive VP and CFO | | 2023 | | 511,299 | | 116,500 | | — | | — | | 313,275 | | 306,521 | | 208,645 | | 133,093 | | 202,464 | | 390,710 | | 2,182,507 | | |||||||||||||||||||||||
| | 2020 | | 324,904 | | 78,335 | | — | | — | | 1,142,782 | | 1,296,578 | | 906,979 | | 721,602 | | — | | — | | 4,471,180 | | Pedro Arnt Former Executive VP and CFO | | | 2023 | | 316,256 | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 316,256 | | |||||||||||||||||||||||||
| | 2019 | | 263,251 | | 61,165 | | 478,759 | | 529,317 | | 499,142 | | 558,613 | | 407,960 | | 360,503 | | — | | — | | 3,158,710 | | | 2022 | | 439,764 | | 141,857 | | — | | 598,537 | | — | | 498,408 | | 346,128 | | 215,312 | | 232,123 | | — | | 2,472,129 | | |||||||||||||||||||||||||||
| | Stelleo Tolda Commerce President | | | 2021 | | 248,213 | | 180,397 | | — | | — | | — | | 1,263,413 | | 987,223 | | 720,790 | | 477,086 | | 394,487 | | 4,271,609 | | | 2021 | | 369,264 | | 190,033 | | 1,263,413 | | 884,552 | | — | | 705,374 | | — | | 262,006 | | — | | — | | 3,674,642 | | ||||||||||||||||||||||||
| | 2020 | | 249,835 | | 183,757 | | — | | — | | 1,142,782 | | 1,296,578 | | 1,012,253 | | 737,373 | | 486,761 | | — | | 5,109,339 | | Osvaldo Giménez Fintech President | | | 2023 | | 527,858 | | 240,545 | | — | | — | | — | | 721,531 | | 476,466 | | 399,280 | | 404,929 | | 759,713 | | 3,530,322 | | |||||||||||||||||||||||||
| | 2019 | | 302,831 | | 50,365 | | 478,759 | | 529,317 | | 499,142 | | 558,613 | | 455,312 | | 368,382 | | — | | — | | 3,242,721 | | | 2022 | | 450,314 | | 145,260 | | — | | 668,010 | | — | | 499,826 | | 347,113 | | 324,183 | | 327,703 | | — | | 2,762,409 | | |||||||||||||||||||||||||||
| | Osvaldo Giménez Fintech President | | | 2021 | | 378,123 | | 253,682 | | — | | — | | — | | 1,263,413 | | 987,223 | | 707,381 | | 468,210 | | 394,487 | | 4,452,519 | | | 2021 | | 378,123 | | 253,682 | | 1,263,413 | | 987,223 | | — | | 707,381 | | 468,210 | | 394,487 | | — | | — | | 4,452,519 | | ||||||||||||||||||||||||
| | 2020 | | 337,485 | | 82,115 | | — | | — | | 1,142,782 | | 1,296,578 | | 1,012,253 | | 723,655 | | — | | — | | 4,594,868 | | Daniel Rabinovich Executive VP and COO | | | 2023 | | 558,511 | | 153,486 | | — | | — | | — | | 719,484 | | 475,114 | | 332,733 | | 371,185 | | 759,713 | | 3,370,226 | | |||||||||||||||||||||||||
| | 2019 | | 275,953 | | 64,116 | | 478,759 | | 529,317 | | 499,142 | | 558,613 | | 455,312 | | 361,528 | | — | | — | | 3,222,740 | | | 2022 | | 537,875 | | 224,789 | | — | | 801,613 | | — | | 498,408 | | 346,128 | | 270,152 | | 300,394 | | — | | 2,979,359 | | |||||||||||||||||||||||||||
| | Daniel Rabinovich Executive VP and COO | | | 2021 | | 433,989 | | 274,635 | | — | | — | | — | | 1,692,071 | | 1,184,668 | | 705,374 | | 466,882 | | 328,739 | | 5,086,358 | | | 2021 | | 433,989 | | 274,635 | | 1,692,071 | | 1,184,668 | | — | | 705,374 | | 466,882 | | 328,739 | | — | | — | | 5,086,358 | | ||||||||||||||||||||||||
| | 2020 | | 328,227 | | 235,492 | | — | | — | | 1,530,511 | | 1,736,489 | | 1,214,703 | | 721,602 | | 476,350 | | — | | 6,243,374 | | Juan Martín de la Serna Executive VP Corporate Affairs | | | 2023 | | 519,078 | | 142,650 | | — | | — | | 313,275 | | 303,079 | | 447,095 | | 249,550 | | 286,824 | | 586,065 | | 2,847,616 | | |||||||||||||||||||||||||
| | 2019 | | 266,150 | | 42,630 | | 190,230 | | 529,317 | | 668,493 | | 748,142 | | 546,374 | | 360,503 | | — | | — | | 3,351,839 | | | 2022 | | 499,899 | | 208,917 | | — | | 160,323 | | 214,062 | | 209,953 | | 325,716 | | 202,614 | | 232,123 | | — | | 2,053,607 | | |||||||||||||||||||||||||||
| * | The table above may not total due to rounding. |
| 1. | Base salaries in respect of fiscal year |
| 2. |
| For 2021, Annual Bonus column includes the transition bonus approved by the |
| 3. | Portions of 2020 LTRP were cancelled for Mr. Arnt due to the incident with an unaffiliated entity mentioned and described in our Annual Report on Form 10-K filed on March 1, 2021. A penalty was applied to Mr. Arnt canceling the 1st and 2nd tranches of 2020 LTRP. |
| 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. |
| 5. | Reflects Mr. de los Santos's increased target award under the 2023 LTRP in connection with his position change to Senior Vice President and Chief Financial Officer in August 2023. Mr. de los Santos’s base salary and annual bonus remained consistent throughout 2023. Mr. de los Santos continued to serve as a Senior Vice President and Chief Financial Officer until January 1, 2024, at which point he was promoted to Executive Vice President and Chief Financial Officer. |
| | | 52 | | | MercadoLibre 2024 Proxy Statement | | |
| Executive Compensation | | | |
|
| ■ | Net revenues, |
| ■ | Income from operations, defined as our income from operations in |
| ■ | Total payment volume - adjusted, defined as the number of transactions paid for using Mercado Pago, including only On Platform, Online Payments Aggregator, Wallet, Point, Credit Card and Prepaid transactions. This metric is measured in constant dollars; |
| ■ | Competitive NPS, which stands for Net Promoter Score and is defined as a metric of our Commerce and Fintech customers’ satisfaction, calculated as the percentage of promoters (customers who would likely recommend |
| ■ | Increase weight for Income from operations metric from |
| ■ |
| | | MercadoLibre | | | | |
Executive Compensation | | | |
| | Consolidated Performance— Constant Dollars(1) | | | Marcos Galperin | | | Pedro Arnt | | | Stelleo Tolda | | | Osvaldo Giménez | | | Daniel Rabinovich | |
| | Net Revenues | | | 50.0 | | | 50.0 | | | 50.0 | | | 50.0 | | | 50.0% | |
| | Income from operations | | | 25.0 | | | 25.0 | | | 25.0 | | | 25.0 | | | 25.0 | |
| | Total Payment Volume | | | 10.0 | | | 10.0 | | | 10.0 | | | 10.0 | | | 10.0 | |
| | Weighted Shipping Lead time in less than 2 days | | | 5.0 | | | 5.0 | | | 5.0 | | | 5.0 | | | 5.0 | |
| | Competitive NPS | | | 10.0 | | | 10.0 | | | 10.0 | | | 10.0 | | | 10.0 | |
| | Overall Performance(2) | | | 100.0 | | | 100.0 | | | 100.0 | | | 100.0 | | | 100.0% | |
| | Individual Performance Multiplier(3) | | | | | | | | | | | | |||||
| | Above Expectations | | | 1.5 | | | 1.5 | | | 1.5 | | | 1.5 | | | 1.5 | |
| | Meet Expectations | | | 1.0 | | | 1.0 | | | 1.0 | | | 1.0 | | | 1.0 | |
| | Below Expectations | | | 0.5 | | | 0.5 | | | 0.5 | | | 0.5 | | | 0.5 | |
| | CONSOLIDATED PERFORMANCE— CONSTANT DOLLARS(1) | | | MARCOS GALPERIN | | | MARTÍN DE LOS SANTOS | | | PEDRO ARNT(4) | | | OSVALDO GIMÉNEZ | | | DANIEL RABINOVICH | | | JUAN MARTÍN DE LA SERNA | |
| | Net Revenues | | | 40% | | | 40% | | | 40% | | | 40% | | | 40% | | | 40% | |
| | Income from operations | | | 35% | | | 35% | | | 35% | | | 35% | | | 35% | | | 35% | |
| | Total Payment Volume - adjusted | | | 10% | | | 10% | | | 10% | | | 10% | | | 10% | | | 10% | |
| | Competitive NPS | | | 15% | | | 15% | | | 15% | | | 15% | | | 15% | | | 15% | |
| | Overall Performance(2) | | | 100% | | | 100% | | | 100% | | | 100% | | | 100% | | | 100% | |
| | Individual Performance Multiplier(3) | | | | | | | | | | | | | | ||||||
| | Above Expectations | | | 1.5 | | | 1.5 | | | 1.5 | | | 1.5 | | | 1.5 | | | 1.5 | |
| | Meet Expectations | | | 1.0 | | | 1.0 | | | 1.0 | | | 1.0 | | | 1.0 | | | 1.0 | |
| | Below Expectations | | | 0.5 | | | 0.5 | | | 0.5 | | | 0.5 | | | 0.5 | | | 0.5 | |
| 1. | Constant Dollars: financial metrics translated to U.S. dollars at the previous year’s applicable exchange rate, which is intended to isolate the operational performance from fluctuations in local currencies. |
| 2. | Overall Performance for our named executive officers is equal to the Weighted Average for the Consolidated Performance—Constant Dollars. |
| 3. | Individual Performance Multiplier is set as a multiplier for the annual bonus for each executive officer based on the qualitative assessment of individual performance for the |
| 4. | Received no 2023 bonus payment due to his resignation from employment in 2023. |
| | Metrics | | | 2021 ACTUAL (in MM) | | | 2021 Target (in MM) | | | Minimum Achievement as percentage of Target(1) | | | % of Objective(2) | |
| | Consolidated Performance—Constant Dollars | | | | | | | | | | ||||
| | Net Revenues - adjusted | | | 7,507.9 | | | 7,561.4 | | | 75.5% | | | 99.3% | |
| | Income from operations | | | 528.7 | | | 418.2 | | | 75.0% | | | 120.0% | |
| | Total Payment Volume - adjusted | | | 85,634.7 | | | 82,848.8 | | | 79.7% | | | 103.4% | |
| | Percentage of Weighted Shipping Lead time in less than 2 days | | | 45.4% | | | 52.8% | | | 90.0% | | | 86.1% | |
| | Competitive NPS | | | 61.2% | | | 65.2% | | | 95.0% | | | 93.8% | |
| | Weighted Average - Overall Performance | | | | | | | 78.5% | | | 103.7% | | ||
| | Individual Performance Multiplier | | | | | | | | | | ||||
| | Messrs. Arnt and Tolda | | | | | | | | | 1.0 | | |||
| | Messrs. Galperin, Giménez and Rabinovich | | | | | | | | | 1.5 | |
|
| | METRICS | | | 2023 ACTUAL (IN MM) | | | 2023 TARGET (IN MM) | | | MINIMUM ACHIEVEMENT AS PERCENTAGE OF TARGET(1) | | | ACTUAL % OF OBJECTIVE(2) | |
| | Consolidated Performance—Constant Dollars | | | | | | | | | | ||||
| | Net Revenues | | | 17,694 | | | 16,700 | | | 81.5% | | | 105.9% | |
| | Income from operations | | | 2,417 | | | 1,944 | | | 75.0% | | | 120.0% | |
| | Total Payment Volume - adjusted | | | 264,405 | | | 227,934 | | | 76.9% | | | 116.0% | |
| | Competitive NPS | | | 61.9% | | | 63.4% | | | 95.0% | | | 97.7% | |
| | Weighted Average - Overall Performance | | | | | | | 80.8% | | | 110.0% | | ||
| | Individual Performance Multiplier(3) | | | | | | | | | | ||||
| | Messrs. de los Santos, Rabinovich and de la Serna | | | | | | | | | 1.0 | | |||
| | Messrs. Galperin and Giménez | | | | | | | | | 1.5 | | |||
| | Mr. Arnt(4) | | | | | | | | | — | |
| 1. | The minimum weighted average as percentage of target to meet the Minimum Eligibility Conditions was established at |
| 2. | Percentage of target cannot be higher than 120% to limit the subsidy of over-performing to underperforming metrics. Weighted Average - Overall Performance cannot be higher than 110% and for payment purposes is capped at 100%. |
| 3. | Individual Performance Multiplier is set as a multiplier for the annual bonus for each executive officer based on the qualitative assessment of individual performance for the 2023 fiscal year. |
| 4. | Received no 2023 bonus payment due to his resignation from employment in 2023. |
| | | 54 | | | MercadoLibre 2024 Proxy Statement | | |
| Executive Compensation | | | |
| ■ | a cash payment equal to 16.66% of half of his |
| ■ | on each date our Company pays the Annual Fixed Payment to the named executive officer, he |
| | | Nominal Target Value of 2021 LTRP Bonus(1) | | Portion of 2021 LTRP Bonus Paid Out in respect of 2021 | | | NOMINAL TARGET VALUE OF 2023 LTRP BONUS(1) | | PORTION OF 2023 LTRP BONUS PAID OUT IN RESPECT OF 2023 | | ||||||
| | Marcos Galperin | | $6,139,585 | | $1,009,162 | | Marcos Galperin | | $10,000,000 | | $2,170,611 | | ||||
| | Pedro Arnt | | $1,594,002 | | $262,006 | | Martín de los Santos(2) | | $1,800,000 | | $390,710 | | ||||
| | Stelleo Tolda | | $2,400,000 | | $394,487 | | Pedro Arnt(3) | | $2,200,000 | | — | | ||||
| | Osvaldo Giménez | | $2,400,000 | | $394,487 | | Osvaldo Giménez | | $3,500,000 | | $759,713 | | ||||
| | Daniel Rabinovich | | $2,000,000 | | $328,739 | | Daniel Rabinovich | | $3,500,000 | | $759,713 | | ||||
| | Juan Martín de la Serna | | $2,700,000 | | $586,065 | | ||||||||||
| (1) | Target value is determined based on a range at each organizational level. For NEOs, the range is initially determined by the CEO (other than for the CEO’s bonus, which is determined by the |
| (2) | Commensurate with his position change to Senior Vice President and Chief Financial Officer, Mr. de los Santos's target award under the 2023 LTRP was increased from $1,200,000 to $1,800,000. |
| (3) | Received no 2023 LTRP bonus payment due to his resignation from employment in 2023. |
| | | MercadoLibre | | | | |
Executive Compensation | | | |
| | | | COMPENSATION COMMITTEE | | |
| | | | Emiliano Calemzuk (Chairman) Mario Vazquez Susan Segal | |
| | | | | MercadoLibre | | |
Executive Compensation | | | |
| | Name and Principal Position | | Year | | Salary ($)(1) | | Bonus ($)(2)(3) | | Non-Equity Incentive Plan Compensation ($)(3) | | All Other Compensation ($) | | Total ($) | | Name and Principal Position | | Year | | Salary ($)(1) | | Bonus ($)(2)(3) | | Non-Equity Incentive Compensation Plan ($)(3) | | All Other Compensation ($) | | Total ($) | | ||||||||||||
| | Marcos Galperin President and Chief Executive Officer | | | 2021 | | 400,146 | | 1,695,883 | | 14,584,758(4) | | — | | 16,680,787 | | Marcos Galperin President and Chief Executive Officer | | | 2023 | | 522,883 | | 2,879,862 | | 6,188,431(4) | | — | | 9,591,176 | | ||||||||||
| | 2020 | | 350,973 | | 1,184,251 | | 19,974,299 | | — | | 21,509,523 | | | 2022 | | 448,824 | | 2,046,528 | | 5,775,215 | | — | | 8,270,567 | | |||||||||||||||
| | 2019 | | 507,186 | | — | | 10,970,014 | | — | | 11,477,200 | | | 2021 | | 400,146 | | 1,695,883 | | 14,584,758 | | — | | 16,680,787 | | |||||||||||||||
| | Pedro Arnt Executive Vice President and Chief Financial Officer | | | 2021 | | 369,264 | | 344,002 | | 2,774,709(4) | | 10,212(5) | | 3,498,187 | | Martín de los Santos(10) Executive Vice President and Chief Financial Officer | | | 2023 | | 511,299 | | 431,591 | | 1,189,617(4) | | 3,396(5) | | 2,135,903 | | ||||||||||
| | 2020 | | 324,904 | | 211,169 | | 3,655,108 | | 47,925 | | 4,239,106 | | | | | | | | | |||||||||||||||||||||
| | 2019 | | 263,251 | | — | | 2,463,140 | | 39,431 | | 2,765,822 | | | | | | | | | |||||||||||||||||||||
| | Stelleo Tolda Commerce President | | | 2021 | | 248,213 | | 578,840 | | 3,247,056(4) | | 9,071(6) | | 4,083,180 | | Pedro Arnt Former Executive Vice President and Chief Financial Officer | | | 2023 | | 316,256 | | — | | — | | 2,264(6) | | 318,520 | | ||||||||||
| | 2020 | | 249,835 | | 378,840 | | 4,189,830 | | 9,149 | | 4,827,654 | | | 2022 | | 439,764 | | 540,167 | | 1,398,865 | | 10,212 | | 2,389,008 | | |||||||||||||||
| | 2019 | | 302,831 | | — | | 2,496,738 | | 59,698 | | 2,859,267 | | | 2021 | | 369,264 | | 344,002 | | 2,774,709 | | 10,212 | | 3,498,187 | | |||||||||||||||
| | Osvaldo Giménez Fintech President | | | 2021 | | 378,123 | | 548,538 | | 3,328,358(4) | | 11,436(7) | | 4,266,455 | | Osvaldo Giménez Fintech President | | | 2023 | | 527,858 | | 958,089 | | 2,044,375(4) | | 3,396(7) | | 3,533,718 | | ||||||||||
| | 2020 | | 337,485 | | 215,326 | | 3,751,223 | | 52,013 | | 4,356,047 | | | 2022 | | 450,314 | | 666,423 | | 1,541,505 | | 11,436 | | 2,669,678 | | |||||||||||||||
| | 2019 | | 275,953 | | — | | 2,503,635 | | 41,201 | | 2,820,788 | | | 2021 | | 378,123 | | 548,538 | | 3,328,358 | | 11,436 | | 4,266,455 | | |||||||||||||||
| | Daniel Rabinovich Executive Vice President and Chief Operating Officer | | | 2021 | | 433,989 | | 510,669 | | 3,891,700(4) | | 84,435(8) | | 4,920,793 | | Daniel Rabinovich Executive Vice President and Chief Operating Officer | | | 2023 | | 558,511 | | 948,377 | | 1,863,338(4) | | 64,334(8) | | 3,434,560 | | ||||||||||
| | 2020 | | 328,227 | | 344,002 | | 5,196,145 | | 59,375 | | 5,927,749 | | | 2022 | | 537,875 | | 615,667 | | 1,700,817 | | 100,969 | | 2,955,328 | | |||||||||||||||
| | 2019 | | 266,150 | | — | | 2,593,918 | | 38,574 | | 2,898,642 | | | 2021 | | 433,989 | | 510,669 | | 3,891,700 | | 84,435 | | 4,920,793 | | |||||||||||||||
| | Juan Martín de la Serna Executive VP – Corporate Affairs | | | 2023 | | 519,078 | | 710,767 | | 1,567,771(4) | | 60,031(9) | | 2,857,647 | | |||||||||||||||||||||||||
| | 2022 | | 499,899 | | 447,622 | | 1,031,086 | | 92,544 | | 2,071,151 | | ||||||||||||||||||||||||||||
| 1. | Base salaries in respect of fiscal year |
| 2. | Includes the fixed portion of 2023, 2022, 2021, 2020 and 2019 LTRP bonus paid out in respect of |
| 3. | Annual |
| 4. | Includes the variable portion of prior LTRPs paid in January |
| 5. | Amount consists of our payment on behalf of Mr. de los Santos of $3,396 in life insurance premiums. |
| 6. | Amount consists of our payment on behalf of Mr. Arnt of |
7 | Amount consists of our payment on behalf of Mr. Giménez of |
| 8. | Amount consists of (i) our payment on behalf of Mr. Rabinovich of |
| 9. | Amount consists of (i) our payment on behalf of Mr. de la Serna of $3,396 in life insurance premiums and (ii) our contributions of $56,635 under the retirement benefit provided to Mr. de la Serna. |
| 10. | Reflects Mr. de los Santos's 2023 compensation in connection with his roles as Senior Vice President of Mercado Credito and Senior Vice President and Chief Financial Officer. On January 1, 2024, Mr. de los Santos was promoted to Executive Vice President and Chief Financial Officer. |
| | | MercadoLibre | | | | |
Executive Compensation | | | |
| | | | | | ESTIMATED POSSIBLE PAYOUTS UNDER | | |||||||||||||||||
| | | | | | | | | | | ||||||||||||||
| | Marcos Galperin | | | | | | | | | | |||||||||||||
| | May 3, 2023 | | | | | | | | |||||||||||||||
| | Martín de los Santos | | | | | 29,125(1) | | | 116,500(1) | | | 174,749(1) | | ||||||||||
| | May 3, 2023 | | | | | 900,000(2) | | | | ||||||||||||||
| | Pedro Arnt(3) | | | | | | | | | | |||||||||||||
| | May 3, 2023 | | | | | | | | |||||||||||||||
| | | | | | | | | | | ||||||||||||||
| | May 3, 2023 | | | | | | | | |||||||||||||||
| | | | | | | | | | | ||||||||||||||
| | | | May | | | | | | | | |||||||||||||
| | | | | | | | | | | ||||||||||||||
| | May 3, 2023 | | | | | | | | |||||||||||||||
| 1. | Represents estimated future payouts for the |
| 2. | Represents the variable portion of each named executive officer’s |
| 3. |
|
| | | 58 | | | MercadoLibre 2024 Proxy Statement | | |
| Executive Compensation | | | |
|
| | Name | | | Salary ($) | | | Local law severance ($) | |
| | Marcos Galperin | | | 366,304 | | | 301,719 | |
| | Pedro Arnt | | | 363,020 | | | 254,062 | |
| | Stelleo Tolda | | | 237,349 | | | 163,394 | |
| | Osvaldo Giménez | | | 371,729 | | | 263,029 | |
| | Daniel Rabinovich | | | 425,318 | | | 795,562 | |
| | NAME | | | LOCAL LAW SEVERANCE ($) | |
| | Marcos Galperin | | | 433,128 | |
| | Martín de los Santos | | | 241,134 | |
| | Osvaldo Giménez | | | 397,516 | |
| | Daniel Rabinovich | | | 735,573 | |
| | Juan Martín de la Serna | | | 709,765 | |
| 1. | Represents severance payable to the named executive officer as required under the local law |
| | | | NON-EQUITY INCENTIVE | | |
| | Marcos Galperin | | | | |
| | | | | ||
| | | | | ||
| | | | | ||
| | | | |
| 1. | Excludes any sale or stay bonuses payable under the Incentive Plan upon a sale of our Company, which bonus amounts are based on the purchased price in the event of a sale. See “—Potential Payments Upon Termination or Change in Control” for more information. |
| 2. | Represents 50% of the outstanding awards held by the named executive officers under the LTRPs. All outstanding awards payable in this case are based on the average closing price of our common stock during the final 60 trading days of |
| | | MercadoLibre | | | 59 | | |
Executive Compensation | | | |
| | Name | | | Salary ($)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | Total ($) | |
| | Marcos Galperin | | | 301,719 | | | 25,085,887 | | | 25,387,606 | |
| | Pedro Arnt | | | 254,062 | | | 6,178,231 | | | 6,432,293 | |
| | Stelleo Tolda | | | 163,394 | | | 7,030,372 | | | 7,193,766 | |
| | Osvaldo Giménez | | | 263,029 | | | 6,954,641 | | | 7,217,670 | |
| | Daniel Rabinovich | | | 795,562 | | | 6,812,013 | | | 7,607,575 | |
| | NAME | | | SALARY ($)(2) | | | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | | | TOTAL ($) | |
| | Marcos Galperin | | | 433,128 | | | 24,492,010 | | | 24,925,138 | |
| | Martín de los Santos | | | 241,134 | | | 3,886,496 | | | 4,127,630 | |
| | Osvaldo Giménez | | | 397,516 | | | 8,290,584 | | | 8,688,100 | |
| | Daniel Rabinovich | | | 735,573 | | | 7,951,216 | | | 8,686,789 | |
| | Juan Martín de la Serna | | | 709,765 | | | 6,023,540 | | | 6,733,305 | |
| 1. | Excludes any sale or stay bonuses payable under the Incentive Plan upon a sale of our Company, which bonus amounts are based on the purchased price in the event of a sale. See “—Potential Payments Upon Termination or Change in Control” for more information. |
| 2. | Represents severance payable to the named executive officer as required by local law solely in the event of a termination without Cause. |
| 3. | Represents 100% of all outstanding awards held by the named executive officers under the LTRPs. All outstanding awards payable in this case are based on the average closing price of our common stock during the final 60 trading days of |
| | | 60 | | | MercadoLibre 2024 Proxy Statement | | |
| Executive Compensation | | | |
| | The annual total compensation of our chief executive officer for purpose of determining the pay ratio was | |
|
| | | | | ||
| | Brazil | | | | |
| | Argentina | | | | |
| | Mexico | | | | |
| | Colombia | | | | |
| | Chile | | | | |
| | Uruguay | | | | |
| | | | | ||
| | | | | ||
| | U.S. (Florida) | | | 2,160 | |
| | U.S. (California) | | | 2,880 | |
| | | MercadoLibre 2024 Proxy Statement | | | 61 | | |
| | | | | | | | | | | | 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 | |
| 1. | Mr. Galperin served as our PEO for the full year for each of 2023, 2022, 2021 and 2020. |
| 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. |
| 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. |
| 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 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. |
| | | | | MercadoLibre | | |
| Executive Compensation | | | |
| | | MercadoLibre 2024 Proxy Statement | | | 63 | | |
| Executive Compensation | | | |
| | | 64 | | | MercadoLibre 2024 Proxy Statement | | |
| Executive Compensation | | | |
| ■ | 60 day average TSR |
| ■ | Income from operations (in millions of constant dollars) |
| ■ | Net revenues (in millions of constant dollars) |
| | | MercadoLibre 2024 Proxy Statement | | | 65 | | |
|
| ■ | Having a significant portion of the compensation awarded under our |
| ■ | Having base salary represent a relatively small percentage of total direct compensation for our named executive officers; and |
| ■ | Having components of our compensation, such as the LTRP, that align management interests with those of stockholders over the long-term. |
| | THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR | |
| | | 66 | | | MercadoLibre | | |
| | | | AUDIT COMMITTEE | | |
| | | | Mario Vázquez, Chairman Nicolás Aguzin Susan Segal | |
| | | MercadoLibre | | | 67 | | |
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|
| | | 2021 | | 2020 | | | 2023 | | 2022 | | ||||||
| | Audit Fees | | $6,208,272 | | $2,950,365 | | Audit Fees | | $9,008,650 | | $7,994,784 | | ||||
| | Audit-Related Fees | | 692,058 | | 195,730 | | Audit-Related Fees | | 655,096 | | 579,543 | | ||||
| | Tax Fees | | 282,146 | | 17,017 | | Tax Fees | | 181,029 | | 397,584 | | ||||
| | All Other Fees | | 117,768 | | 21,499 | | All Other Fees | | 105,729 | | 116,656 | | ||||
| | Total | | $7,300,244 | | $3,184,611 | | Total | | $9,950,504 | | $9,088,567 | | ||||
| | | 68 | | | MercadoLibre 2024 Proxy Statement | | |
| Proposal III | | | |
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| | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF EY AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | |
| | | MercadoLibre | | | | |
 | Why am I receiving these materials? |
 | Our board of directors is providing these proxy materials to you in connection with our board’s solicitation of proxies for use at our |
| What information is contained in these materials? |
| The information included in this proxy statement relates to the proposals to be voted on at the |
| Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? |
| In accordance with SEC rules, we may furnish proxy materials, including this proxy statement and our |
| How do I get electronic access to the proxy materials? |
| The Notice of Internet Availability will provide you with instructions regarding how to: |
| ■ | access and review our proxy materials for the |
| ■ | instruct us to send our future proxy materials to you electronically by e-mail. |
| What proposals will be voted on at the |
| There are three proposals scheduled for a vote at the |
| ■ | the election of the nominees for Class II |
| ■ | the approval, on an advisory basis, of the compensation of our named executive officers for fiscal year |
| ■ | the ratification of the appointment of Pistrelli, Henry Martin y Asociados S.R.L., a member firm of Ernst & Young Global Limited, as our independent registered public accounting firm for the fiscal year ending December 31, |
| | | | | MercadoLibre | | |
Additional Information About The Annual Meeting | | | |
| What are our board’s voting recommendations? |
| Our board recommends that you vote your shares: |
| ■ | “FOR”the election of the nominees for Class II |
| ■ | “FOR” the approval, on an advisory basis, of the compensation of our named executive officers for fiscal year |
| ■ | “FOR” the ratification of the appointment of Pistrelli, Henry Martin y Asociados S.R.L., a member firm of Ernst & Young Global Limited, as our independent registered public accounting firm for the fiscal year ending December 31, |
| How many shares are entitled to vote? |
| Each share of our common stock outstanding as of the close of business on April |
| What is the difference between holding shares as a stockholder of record and as a beneficial owner? |
| Most stockholders of MercadoLibre hold their shares beneficially through a stockbroker, bank or other nominee rather than directly in their own name. There are some distinctions between shares held of record and shares owned beneficially, specifically: |
| ■ | Shares held of record |
| ■ | Shares held in brokerage account or by a bank |
| Can I attend the |
|
| | | MercadoLibre 2024 Proxy Statement | | | 71 | | |
| Additional Information About The Annual Meeting | | | |
| How can I vote my shares? |
| Whether you hold shares directly as the stockholder of record or beneficially in street name, you may vote as follows: |
| ■ | If you are a stockholder of record, you may vote by proxy over the Internet or by telephone by following the instructions provided in the Notice of Internet Availability, or, if you requested to receive printed proxy materials, you can also vote by mail pursuant to instructions provided on the proxy card. You may also attend the Annual Meeting at |
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| ■ | If you hold shares beneficially in street name, you may also vote by proxy over the Internet or by telephone by following the instructions provided in the Notice of Internet Availability, or, if you requested to receive printed proxy materials, you can also vote by mail by following the voting instruction card provided to you by your broker, bank, trustee or nominee. |
| Can I change my vote or revoke my proxy? |
| If you are the stockholder of record, you may change your proxy instructions or revoke your proxy at any time before your proxy is voted at the |
| ■ | filing a timely written notice of revocation with our Corporate Secretary at our principal executive office (WTC Free Zone Dr. Luis Bonavita 1294, Of. 1733, Tower II Montevideo, Uruguay, 11300); |
| ■ | granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method); or |
| ■ | attending the |
| ■ | submitting new voting instructions to your broker, bank or nominee following the instructions they provided; or |
| ■ | if you have obtained a legal proxy from your broker, bank or nominee giving you the right to vote your shares, by attending the |
| How are votes counted? |
| Election of the nominees for Class II |
| | | 72 | | | MercadoLibre 2024 Proxy Statement | | |
| Additional Information About The Annual Meeting | | | |
| Who will count the votes? |
| A representative of Broadridge will tabulate the votes at the |
|
| Who will bear the cost of soliciting votes for the |
| We will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. If you choose to access the proxy materials and/or vote over the Internet, you are responsible for any Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. |
| What is the quorum requirement for the |
| The quorum requirement for holding the |
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 |
 | What are broker non-votes and what effect do they have on the proposals? |
| Generally, broker non-votes occur when shares held by a broker, bank or other nominee in “street name” for a beneficial owner are not voted with respect to a particular proposal because (1) the broker, bank or other nominee has not received voting instructions from the beneficial owner and (2) the broker, bank or other nominee lacks discretionary voting power to vote those shares. A broker, bank or other nominee is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares, but is not entitled to vote shares held for a beneficial owner on any non-routine matter without instruction from the beneficial owner. The ratification of the appointment of our independent registered public accounting firm is considered to be a routine matter for which brokers, banks or other nominees holding shares in street name may exercise discretionary voting power in the absence of voting instructions from the beneficial owner. As a result, broker non-votes will not arise in connection with, and thus will have no effect on, this proposal. |
| What is the voting requirement to approve each of the proposals and the effect, if any, of each vote? |
| The following table describes the proposals to be considered at the 2024 Annual Meeting of Stockholders, the vote required to elect directors and to adopt each of the other proposals, and the manner in which votes will be counted: |
| | Proposal | | | Vote Required | | | Effect of Abstentions | | | Effect of Broker-Non Votes | |
| | Election of the nominees for Class II Directors | | | Plurality of votes cast | | | No effect(1) | | | No effect | |
| | Approval, on an advisory basis, of the compensation of our Named Executive Officers for fiscal year 2023. | | | Majority of shares present and entitled to vote thereon | | | Same as vote against | | | No effect | |
| | Ratification of the appointment of Independent Auditor. | | | Majority of shares present and entitled to vote thereon | | | Same as vote against | | | No effect; Brokers have discretion to vote | |
| (1) | A vote to “Withhold” will not have any effect on the election. Stockholders do not have the option to “Abstain” from voting on the proposal for election of the nominees for Class II Directors. |
| | | MercadoLibre | | | | |
Additional Information About The Annual Meeting | | | |
| Where can I find the voting results of the |
| We will announce final voting results in a current report on Form 8-K that will be filed with the SEC within four business days after the |
| | | | | MercadoLibre | | |
 | | | |
| | | | YEAR ENDED DECEMBER 31, | | |||||||
| | | | 2023 | | | 2022 | | | 2021 | | |
| | | | (In millions) | | |||||||
| | Income from operations | | | $1,823 | | | $1,034 | | | $441 | |
| | FX Neutral effect | | | 594 | | | 85 | | | 88 | |
| | Income from operations (in constant dollars) | | | $2,417 | | | $1,119 | | | $529 | |
| | | MercadoLibre 2024 Proxy Statement | | | 75 | | |
| HEADQUARTERS INFORMATION |
|
| | | 76 | | | MercadoLibre | | |
STOCKHOLDER PROPOSALS FOR | | | |
| | | | By order of the board of directors, Marcos Galperin Chairman of the Board, President and Chief Executive Office | |
| | | MercadoLibre | | | 77 | | |
