Alejandro Aguzin
MERCADOLIBREAbout Alejandro Aguzin
Alejandro Nicolás Aguzin, age 56, is an independent director of MercadoLibre (MELI) since 2017, serving on the Audit Committee and the Nominating & Corporate Governance Committee. He is the former CEO of Hong Kong Exchanges and Clearing (HKEX) and a long-tenured J.P. Morgan executive across Latin America, Asia-Pacific, and the U.S.; he holds a B.S. in Economics from the Wharton School and is fluent in Spanish, Portuguese, and English .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan | Chairman & CEO, Asia Pacific; CEO, International Private Bank; CEO, Latin America; Senior Country Officer Brazil; Head of LatAm IB Coverage/M&A/CM; Head of LatAm M&A (NY); Investment Banking (Buenos Aires); Corporate Finance (NY); Financial Analyst (Buenos Aires) | 1990–2021 | Led multi-region leadership roles in banking, capital markets, and risk oversight . |
| HKEX | Chief Executive Officer; Board Member | 2021–2024 | Led exchange operations and market strategy in Asia; board-level governance . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Globant S.A. | Director | Since May 2024 | Technology services company; external public board role . |
| Asia Society | Board of Trustees member | N/A | Non-profit governance . |
| Eisenhower Fellowship | Board of Trustees member | N/A | Non-profit governance . |
| Nature Conservancy (Asia Pacific Council) | Member | N/A | Environmental stewardship governance . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under NASDAQ rules and MELI guidelines . |
| Committees | Audit (member); Nominating & Corporate Governance (member) . |
| Committee Chairs | None; Audit Chair is Stelleo Passos Tolda (appointed Apr 14, 2025) . |
| Attendance | All directors attended ≥75% of board and committee meetings in 2024 . |
| 2024 Meetings (Committee) | Audit: 5 meetings; Nominating & Corporate Governance: none (2 actions by unanimous written consent) . |
| Lead Independent Director | Emiliano Calemzuk (since Feb 2016) . |
| Executive Sessions | Independent directors meet at the conclusion of each regular board meeting . |
| Risk Oversight | Audit Committee oversees financial, operational, cybersecurity, fraud, compliance risks; board reviews material risks periodically . |
Fixed Compensation
| Year | Cash Retainer ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 80,324 | 119,000 | 7,216 | 206,540 |
| Notes | Includes standard annual independent director retainer; cash reflects program proration across 2023/2024; “All Other” includes tax gross-ups for non‑US resident directors . |
Director Compensation Program (approved Aug 2, 2022; applicable to 2022–2024 service):
- Annual cash retainer: $72,000; annual equity grant: $120,000 (time-based, forfeiture/transfer restrictions until next annual meeting) .
- Chair fees: Lead Independent Director $30,000; Audit Chair $21,913; Compensation Chair $21,913; Nominating & Corporate Governance Chair $15,000 .
Performance Compensation
| Component | Metric | Target/Trigger | Notes |
|---|---|---|---|
| Director equity | None (time-based only) | N/A | Director equity grants are time-based and subject to forfeiture/transfer restrictions until the subsequent annual meeting; no performance conditions disclosed . |
No director-specific performance metrics (e.g., TSR, revenue, EBITDA) are tied to independent director compensation in MELI’s program; performance-based structures apply to executives via LTRPs, not directors .
Other Directorships & Interlocks
| Company | Aguzin Role | Other MELI Director Interlock | Notes |
|---|---|---|---|
| Globant S.A. | Director (since May 2024) | Another current MELI director also serves on Globant’s board (Class III director profile notes Globant S.A. since 2022) | Potential information flow interlock; no related‑party transactions involving Globant disclosed in proxy . |
| HKEX | CEO; Director (2021–2024) | None noted | External capital markets leadership; ended 2024 . |
Expertise & Qualifications
- Finance, banking, risk oversight, corporate governance, LATAM markets; innovation & technology exposure .
- Education: B.S. in Economics, Wharton; multilingual (Spanish, Portuguese, English) .
- Audit committee experience; familiarity with exchange operations and public markets (HKEX) .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Outstanding | Unvested/Restricted | Notes |
|---|---|---|---|---|
| Alejandro Nicolás Aguzin | 4,691 | <1% (out of 50,697,375 shares) | 75 shares subject to forfeiture/transfer restrictions until 2025 Annual Meeting | As reported Apr 14, 2025; no pledges disclosed; MELI discourages hedging/pledging by insiders . |
Insider Trades and Compliance:
- Section 16(a) compliance: MELI reports timely filings by directors for 2024–2025; no director-specific exceptions noted for Aguzin .
Governance Assessment
-
Strengths
- Independent director with deep finance and exchange leadership; sits on Audit and Nominating committees—aligned with risk oversight and board refreshment mandate .
- Attendance at or above 75% threshold; engaged through key committees (Audit held 5 meetings in 2024) .
- Ownership presence (4,691 shares) plus restricted director shares enhances alignment; anti‑hedging/pledging policy reduces misalignment risk .
-
Watch items / potential red flags
- Tax gross-ups: Company pays/estimates tax gross-ups for non‑US resident directors (Aguzin: $7,216 in 2024), a shareholder‑unfriendly practice for some investors .
- Interlock: Concurrent service on Globant’s board, with another MELI director also on Globant’s board; monitor for information flow/conflict risks, even absent related‑party transactions disclosed .
- Nominating & Corporate Governance Committee had no formal meetings in 2024 (actions by unanimous written consent occurred), which may limit observable engagement despite process disclosures; context: board conducts annual evaluations and succession planning .
-
Compensation structure signals
- Director pay mix is standard (cash retainer + time-based equity); no meeting fees; additional chair retainers incentivize leadership roles (Aguzin is not a chair) .
- No director performance conditions; executive pay relies on LTRPs linked to stock price and operational metrics. 2023 say‑on‑pay support was 83.81%—indicates investor acceptance of the broader pay framework managed by committees Aguzin participates in .
Overall: Aguzin brings strong capital markets and risk oversight credentials; independence and committee roles support board effectiveness. Key governance monitoring points are tax gross-ups and dual-board interlocks; no pledging or related‑party exposures for Aguzin are disclosed in the proxy .