Pedro Franceschi
CoupangAbout Pedro Franceschi
Pedro Franceschi (Age 28) has served as an independent director of Coupang since March 2022. He is Co-Founder & Chief Executive Officer of Brex, a financial technology company launched in 2018, and previously co-founded payment processor Pagar.me (acquired by StoneCo Ltd.). His background centers on founding and leading technology companies, with early technical achievements in software development.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pagar.me | Co-Founder | Not disclosed | Payment processor co-founded; acquired by StoneCo Ltd. |
External Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Brex | Co-Founder & CEO | Company launched in 2018; serves tens of thousands of companies | Leads financial services/software strategy |
Board Governance
- Independence: The Board determined Mr. Franceschi is independent under NYSE standards and qualifies for Compensation Committee service independence requirements.
- Committee assignments: Member, Compensation Committee; also member of the Compensation Committee’s “Section 16 Equity Committee” subcommittee that grants equity awards under Rule 16b-3. Not a chair.
- Attendance: In 2024, the Board met 4 times and no director attended fewer than 75% of aggregate Board and applicable committee meetings; Compensation Committee met 4 times.
- Executive sessions: Independent directors meet in regular executive sessions led by the Lead Independent Director.
Fixed Compensation (Director)
Policy structure (non-employee directors; equity-only):
- Annual Retainer Award: RSUs with grant-date fair value of $300,000, vesting on the earlier of first anniversary or next annual meeting.
- Committee retainers (in RSUs): Compensation Committee member $10,000; chair $20,000 (other committee rates per policy).
- Change in control: Unvested portion of any non-employee director equity award vests in full.
- Annual cap: Total director compensation capped at $750,000 per calendar year ($1,000,000 in first year on Board).
2024 actual compensation
| Component | Amount | Notes |
|---|---|---|
| Stock Awards (RSUs) | $309,985 | Equity-only compensation reported for 2024; consistent with $300,000 annual award plus committee member retainer in RSUs. |
| Unvested RSUs at 12/31/24 (count) | 14,285 | Unvested director RSUs disclosed year-end. |
Vesting mechanics (policy)
- Annual director RSUs vest on earlier of first anniversary or next annual meeting, subject to service; awards accelerate in full upon change in control.
Performance Compensation (Director)
| Instrument | Presence | Details |
|---|---|---|
| PSUs | Not part of director pay program | Annual director awards are RSUs; policy describes RSUs (no PSUs or options for directors). |
| Options | Not part of director pay program | No option component disclosed for non-employee directors. |
| Performance metrics | Not applicable | Director RSUs are service-based per policy. |
Other Directorships & Interlocks
| Type | Item |
|---|---|
| Current public company boards | None listed in Mr. Franceschi’s biography. |
| Compensation Committee interlocks | None; the proxy states no interlocks or insider participation for Compensation Committee members in 2024. |
Expertise & Qualifications
- Co-founder and CEO experience in fintech (Brex); prior founder in payments (Pagar.me).
- Technology and product-building credentials; early software achievements (Siri in Portuguese; iPad window manager).
- Board cites “extensive experience creating and leading technology companies” as qualification.
Equity Ownership
| Category | Detail |
|---|---|
| Total beneficial ownership (Class A) | 71,795 shares (<1%) |
| Directly held (Class A) | 50,367 shares |
| Indirect (Class A, via TDB Capital LLC) | 21,428 shares; he is a managing member and disclaims beneficial ownership except to extent of pecuniary interest |
| Shares pledged as collateral | None disclosed for Mr. Franceschi (pledge policy notes pledges by other named persons; he is not listed) |
| Unvested RSUs at 12/31/24 | 14,285 RSUs |
Notes:
- Beneficial ownership table as of March 31, 2025; “<1%” per proxy notation.
- Pledge policy prohibits pledging without approval; proxy lists pledged positions for specific insiders (not including Mr. Franceschi).
Governance Assessment
Key findings
- Independence and committee service: The Board affirmatively determined independence; he serves on the Compensation Committee and on its Section 16 Equity Committee subcommittee, which oversees/approves equity awards under Rule 16b-3, with all members meeting independence requirements. This supports governance effectiveness and regulatory compliance.
- Attendance and engagement: Board met 4 times; committees were active (Compensation Committee held 4 meetings) and no director fell below 75% attendance, indicating baseline engagement.
- Director pay alignment: Director compensation is equity-only (RSUs), with a standard $300,000 annual award plus modest RSU retainers for committee service; 2024 total was $309,985. Awards vest over ~1 year and accelerate upon change in control. This structure aligns incentives with shareholder value but includes single-trigger acceleration at change in control for directors.
- Ownership and alignment: He holds 71,795 Class A shares (<1%) (including 21,428 via TDB Capital LLC) and 14,285 unvested RSUs at year-end 2024; no pledging disclosed. This indicates some skin-in-the-game without leverage-related risk flags from pledging.
- Conflicts/related-party exposure: The related-person transactions section highlights items involving other directors/parties (e.g., Estée Lauder purchases; Farfetch/Greenoaks transaction) but does not list Brex or entities associated with Mr. Franceschi. Compensation Committee interlocks are expressly denied. Taken together, no specific related-party transactions involving Mr. Franceschi are disclosed.
Potential red flags (none identified specific to Mr. Franceschi in the proxy)
- No Section 16 delinquency flagged for directors in 2024.
- No pledging by Mr. Franceschi disclosed; pledge policy and disclosed pledges pertain to others.
- No related-party transactions involving him disclosed; Committee interlocks none.
Implications
- As an independent Compensation Committee member and member of the Section 16 Equity Committee, Mr. Franceschi plays a role in executive and equity governance; independence and lack of interlocks support investor confidence.
- Equity-only director pay and personal share ownership align interests; single-trigger acceleration at change in control for director awards is typical but should be noted by investors evaluating governance posture.