Emiliano Calemzuk
MERCADOLIBREAbout Emiliano Calemzuk
Emiliano Calemzuk is MercadoLibre’s Lead Independent Director (appointed February 2016), serving on the board since 2007; he is CEO of Reshet Media Group since March 2024 and has a career spanning media and technology leadership across Fox/News Corp, startups, and advisory roles . He graduated cum laude from the University of Pennsylvania and also holds an MBA from Stanford University . Age: 52; Class III director nominee for a term through the 2028 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shine Group Americas (21st Century Fox) | CEO | Sep 2010 – Jan 2012 | Led US production unit; global media operations experience |
| Fox Television Studios | President | 2007 – 2010 | Ran studio operations; marketing, content leadership |
| Fox International Channels Europe | President (Rome) | 2002 – 2007 | Led European channels; LatAm and Italy market expertise |
| Fox Latin American Channels | VP & Deputy Managing Director | Pre-2002 | Oversaw operating divisions across 19 countries |
| RAZE (media startup) | CEO & Co-founder | 2017 – 2020 | Hispanic market media focus; entrepreneurship |
| 890 Fifth Avenue Partners, LLC | CEO | 2020 – 2021 | Media/tech investment vehicle leadership |
| Time Inc. (digital video initiative) | Strategic partner | 2015 – 2016 | Assisted entry into digital video for major magazine brands |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Reshet Media Group | CEO | Since Mar 2024 | Current operating role |
| Sony Music; Sony Pictures Entertainment (India) | Advisor | Various | Advisory roles in media |
| Israeli cyber startups | Advisor | Various | Cybersecurity advisory |
| Satellogic | Director | Since 2022 | Public company board in space-tech |
| Globant S.A. | Director | 2014 – 2020 | Prior public board; digital services |
| Televisa S.A.B. | Director | 2017 – 2021 | Prior public board; media |
| JP Morgan International Council | Member | N/A | External affiliation |
| Endeavor Argentina | Board Member | N/A | Non-profit entrepreneurship network |
Board Governance
- Lead Independent Director responsibilities include coordinating independent directors, presiding when the Chair is absent, agenda consultation, shareholder liaison, and director qualification interviews prior to nominations .
- Independence: The board determined Calemzuk is independent under NASDAQ standards and company guidelines .
- Committee assignments: Chair, Compensation; Chair, Nominating & Corporate Governance .
- Committee activity (FY2024): Compensation Committee held 1 meeting and 2 unanimous written consents; fully independent (3/3). Nominating & Corporate Governance had no meetings and 2 unanimous written consents; fully independent (3/3) .
- Board attendance: In 2024 the board held 4 meetings with 8 actions by written consent; all directors attended at least 75% of aggregate board and committee meetings .
| Committee | Role | Independence | 2024 Meetings | 2024 Unanimous Written Consents |
|---|---|---|---|---|
| Compensation | Chair | 3 of 3 members independent | 1 | 2 |
| Nominating & Corporate Governance | Chair | 3 of 3 members independent | 0 | 2 |
- Risk oversight: Board and committees oversee financial, operational, cybersecurity, fraud, strategic and compliance risks; Audit Committee chairs risk framework review .
- Anti-hedging/pledging: Directors and designated insiders are strongly discouraged from hedging or pledging company stock and must pre-clear any such transactions; short sales are prohibited .
Fixed Compensation
- Program structure (independent directors): $72,000 annual cash retainer; $120,000 target-value share grant (subject to forfeiture/transfer restrictions until next Annual Meeting); additional fees for roles: Lead Independent Director $30,000; Compensation Chair $21,913; Nominating & Corporate Governance Chair $15,000; Audit Chair $21,913 .
- Cash and equity are forfeited if the director does not complete the full year of service; amounts prorated if service begins mid-cycle .
- Tax gross-ups: Company pays tax gross-ups for non-US resident directors in “All Other Compensation”; Calemzuk received none in 2024 .
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $72,000 | Independent directors |
| Annual equity grant (target value) | $120,000 | Time-based forfeiture until next AGM |
| Lead Independent Director fee | $30,000 | Additional annual cash |
| Compensation Committee Chair fee | $21,913 | Additional annual cash |
| Nominating & Corporate Governance Chair fee | $15,000 | Additional annual cash |
| Calemzuk – Director Compensation | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $139,621 | $139,913 |
| Stock Awards ($) | $119,292 | $119,000 |
| All Other Compensation ($) | — | — |
| Total ($) | $258,913 | $258,913 |
Performance Compensation
- Directors do not have performance-based metrics (no PSU/TSR or EBITDA targets disclosed); equity is time-based and administered under board-approved plans .
- Clawback policy applies to executive officers; Compensation Committee oversees administration (policy adopted in 2023) .
| Feature | Design | Metrics/Conditions |
|---|---|---|
| Director equity grant | Shares at target $120,000; time-restricted until subsequent AGM | Time-based; no performance metrics disclosed |
| Options for directors | Not disclosed/none in program summary | N/A |
| Clawback policy | Applies to erroneously awarded incentive-based comp for executive officers; overseen by Compensation Committee | Restatement-triggered recovery regardless of misconduct |
Other Directorships & Interlocks
| Company | Role | Period | Interlocks/Conflicts |
|---|---|---|---|
| Satellogic | Director | Since 2022 | None disclosed as related-party; Compensation Committee members had no relationships requiring related-party disclosure in 2024 |
| Globant S.A. | Director | 2014 – 2020 | None disclosed |
| Televisa S.A.B. | Director | 2017 – 2021 | None disclosed |
- Compensation Committee interlocks: In 2024, none of MELI executive officers served on compensation committees or boards with reciprocal relationships; all committee members (including Calemzuk) were independent and had no related-party relationships requiring disclosure .
- Related-party oversight: Audit Committee reviews and approves related-party transactions over $120,000; indemnification agreements exist for directors and officers .
Expertise & Qualifications
- Media & Entertainment leadership and marketing expertise (Fox, Shine, RAZE); LatAm market depth; corporate governance training (Stanford Rock Center) .
- Cybersecurity advisory experience (Israeli startups) .
- Board skills matrix shows competencies in corporate governance, innovation & technology, commerce industry experience, management, entrepreneurship; Calemzuk is flagged for media & entertainment and cybersecurity .
Equity Ownership
| Data Point | Value | Notes |
|---|---|---|
| Shares beneficially owned (Apr 14, 2025) | 408 | “Total Common Stock”; less than 1% |
| Ownership % of shares outstanding | <1% | 50,697,375 shares outstanding |
| Restricted shares | 75 | Subject to forfeiture/transfer restrictions until 2025 Annual Meeting |
| Vested vs. unvested | Not broken out beyond restricted 75 | No options disclosed |
| Pledging/Hedging | Strongly discouraged; requires pre-clearance; short sales prohibited | Company policy for directors and designated insiders |
Governance Assessment
- Strengths: Long-tenured independent director with deep company knowledge; serves as Lead Independent Director and chairs two principal committees, enhancing board oversight and independent leadership despite combined CEO/Chair structure . Committee independence is robust; attendance across the board met the 75% threshold; risk oversight processes and closed sessions strengthen governance .
- Alignment: Director pay mix balances modest cash with annual equity subject to holding restrictions until the next AGM; incremental fees tied to independent leadership and chair roles reflect added responsibilities .
- Red flags and watch items: Company provides tax gross-ups to certain non-US resident directors (not to Calemzuk in 2024), which some investors view unfavorably . Nominating & Corporate Governance Committee held no formal meetings in 2024 (actions via written consent); continued monitoring of committee cadence is warranted . No compensation interlocks or related-party transactions requiring disclosure were identified for Calemzuk; anti-hedging/pledging policy mitigates alignment risks .