Henrique Dubugras
Expedia GroupAbout Henrique Dubugras
Henrique Dubugras (age 29) is an independent director at Expedia Group (EXPE), serving since 2022. He studied Computer Science at Stanford University (Sept 2016–Mar 2017) and is a fintech entrepreneur and board leader, currently Chairman of Brex Inc. and Chairman of Mercado Libre, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pagar.me | Co-Founder & Chief Executive Officer | Until acquisition in Sept 2016 | Built online payments platform; founder-led payments expertise |
| EduqueMe | Founder | Not disclosed | Early-stage education initiative |
| Estudar nos EUA | Founder | Not disclosed | Early-stage education initiative |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brex Inc. (private) | Chairman of the Board | Since July 2024 | Former Co-CEO 2017–June 2024; AI-powered spend platform experience |
| Mercado Libre, Inc. (NASDAQ: MELI) | Chairman of the Board | Since 2021 | Director since June 2017; e-commerce platform governance |
Board Governance
- Independence: Classified as an “independent director” under Nasdaq rules; seven of 11 current directors are independent .
- Committee assignments: None (not a member of Audit, Compensation, Nominating, or Executive Committees) .
- Attendance: In 2024, the Board met four times; each director attended at least 75% of aggregate Board/committee meetings; directors attended the virtual 2024 annual meeting .
- Lead independent director: None; independent directors meet in sessions typically after each Board meeting .
- Skills matrix highlights: Public company board experience; financial expertise; global/business international experience; innovation/technology/information security; travel industry experience; culture & human capital; senior executive leadership .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $45,000 | Standard cash retainer for non-employee directors |
| Committee membership fees | $0 | Audit member $20,000; Compensation $15,000; Nominating $17,500; Dubugras had no committee roles |
| Committee chair fees | $0 | Audit Chair $15,000; Compensation Chair $15,000 |
| Total cash | $45,000 | — |
| Equity grant (RSUs) | $249,985 grant-date fair value | Annual grant sized at $250,000; RSUs vest in three equal installments beginning first anniversary; change-in-control full vesting per Director RSU form |
| Total | $294,985 | — |
Performance Compensation
| Element | Grant/Outstanding Details | Vesting / Performance | Change-in-Control Treatment |
|---|---|---|---|
| Annual Director RSUs | Annual RSUs sized at $250,000 (valued at closing price before grant) | Director RSUs vest in 3 equal installments commencing on first anniversary of grant date | RSUs for directors vest automatically in full upon change in control per the “Form of Director RSU Agreement” referenced in the 10-K |
| RSUs outstanding (12/31/2024) | 4,818 RSUs | Time-based per director policy | As above |
No director PSUs or options are disclosed for non-employee directors; equity for directors is RSU-based under the stated policy .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Mercado Libre, Inc. | Public | Chairman; Director since 2017 | No related-party transactions disclosed with EXPE; Audit Committee reviews any related person transactions |
| Brex Inc. | Private | Chairman; former Co-CEO | No EXPE-related transactions disclosed; no specific conflicts noted in EXPE proxy |
Expertise & Qualifications
- Fintech/payments and B2B technology founder/operator (Pagar.me; Brex); AI-enabled spend platform leadership; payments domain expertise .
- Board-level experience at a large Latin American public company (Mercado Libre) and private tech company; marked for public board and financial expertise in EXPE skills matrix .
- Global business/international experience; innovation/technology/cyber; travel industry exposure per matrix; senior executive leadership .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Total beneficial ownership (common) | 4,201 shares (<1%) | Composed of 2,592 shares held and 1,609 RSUs vesting within 60 days of April 4, 2025 |
| RSUs outstanding (12/31/2024) | 4,818 RSUs | Director RSUs; separate from the 60-day vesting count above |
| Ownership guidelines | Required ≥5× cash retainer ($225,000) value; five-year compliance window | As of April 4, 2025, all Covered Directors met the $225,000 guideline except Mr. Wang; implies Dubugras meets guideline |
| Hedging/short sales policy | Prohibits short sales, options, and hedging/monetization transactions by directors | Alignment-positive |
| Section 16 compliance | All reports timely filed for 2024 | — |
Governance Assessment
- Positive signals: Independent status; strong technology and payments expertise relevant to EXPE’s platform evolution; public board experience; compliance with director stock ownership guidelines; hedging prohibited; timely Section 16 filings .
- Engagement: Board-wide attendance threshold met (≥75%) and participation in annual meeting; however, Dubugras holds no committee seats—limiting direct role in audit/compensation/nominating oversight .
- Compensation alignment: Director pay mix balances modest cash ($45,000) with equity RSUs ($~250,000) subject to multi-year vesting; change-in-control terms are standard under the director RSU agreement .
- Conflicts/related-party exposure: EXPE’s related-party review framework is robust; the proxy discloses Diller/IAC arrangements but no transactions involving Dubugras or his affiliated entities (Brex, Mercado Libre) . No pledging disclosures for Dubugras; pledging noted for former CEO Peter Kern only .
- Risk considerations: Multiple external leadership roles (chairs at Brex and Mercado Libre) increase time commitments but no EXPE-related conflicts are disclosed; absence of committee memberships may reduce direct governance influence despite industry-relevant expertise .
Notes on Director Compensation Structure (Policy Reference)
- Standard non-employee director compensation: $45,000 annual cash retainer; annual RSUs valued at $250,000; committee member fees (Audit $20,000; Compensation $15,000; Nominating $17,500); committee chair supplements ($15,000 for Audit and Compensation Chairs). RSUs vest in three equal installments starting one year after grant; change-in-control acceleration per Director RSU agreement .
No insider trading table is included because the proxy does not disclose individual Form 4 transactions; EXPE states all Section 16(a) reports were timely filed for 2024 .