Henrique Dubugras
MERCADOLIBREAbout Henrique Dubugras
Independent director of MercadoLibre, Inc. since 2021; age 29. Co‑founder and Chairman of Brex, with prior fintech entrepreneurship including Pagar.me; studied Computer Science at Stanford University. Board-determined independent under NASDAQ rules and MELI guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pagar.me | Co‑founder | Not disclosed | Fintech operating experience; entrepreneurship |
| EduqueMe | Co‑founder | Not disclosed | Education impact initiative |
| Estudar nos EUA | Co‑founder | Not disclosed | Education/access initiative |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brex, Inc. | Co‑founder and Chairman | Current | Fintech leadership; strategic oversight |
| Expedia Group | Director | 2023–2024 | Public company board experience |
Board Governance
- Independence: Board determined Mr. Dubugras is independent under NASDAQ and MELI guidelines .
- Committee assignments: None (does not currently serve on Audit, Compensation, or Nominating & Corporate Governance) .
- Attendance: All directors attended at least 75% of board and applicable committee meetings in 2024 .
- Lead Independent Director: Emiliano Calemzuk; coordinates independent director activities and executive sessions .
- Executive sessions: Independent directors meet without management at the conclusion of regular board meetings .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (program level) | $72,000 | Independent directors only; prorated if partial year |
| Annual equity grant (program level) | $120,000 (target value) | Shares subject to forfeiture/transfer restrictions until next annual meeting |
| Additional chair fees (program level) | Audit Chair $21,913; Compensation Chair $21,913; Nominating Chair $15,000; Lead Independent $30,000 | Paid to role holders; Mr. Dubugras is not a chair |
| 2024 cash fees (Henrique Dubugras) | $73,000 | Includes program retainer; no chair fees |
| 2024 stock awards (Henrique Dubugras) | $119,000 | Fair value per FASB ASC 718; subject to forfeiture until 2025 annual meeting |
| 2024 total (Henrique Dubugras) | $192,000 | Sum of cash and stock award values |
Performance Compensation
- No performance-based incentives or metrics are disclosed for non‑employee director compensation; directors receive a fixed cash retainer and annual equity with time-based forfeiture restrictions, not tied to operational or TSR targets .
Other Directorships & Interlocks
| Company | Category | Role | Tenure/Status |
|---|---|---|---|
| Expedia Group | Public | Director | 2023–2024 |
- The proxy does not disclose any related-party transactions or interlocks involving Mr. Dubugras and MELI vendors/customers; the Audit Committee reviews and must approve any related-party transactions >$120,000 .
Expertise & Qualifications
- Entrepreneurship; Finance; LATAM markets; Fintech industry experience (skills matrix attribution) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 1,221 shares | Includes 75 restricted shares subject to forfeiture until 2025 meeting |
| Ownership % of outstanding | <1% | Based on 50,697,375 shares outstanding as of April 14, 2025 |
| Indirect holdings | 845 shares | Held via TDB Capital LLC |
| Restricted shares (unvested) | 75 shares | Subject to forfeiture/transfer restrictions until 2025 annual meeting |
| Anti‑hedging/pledging policy | Strongly discouraged; pre‑clearance required; short sales prohibited | Applies to directors and designated insiders |
Governance Assessment
- Alignment: Independent status, regular executive sessions, and equity retainer (subject to forfeiture until the next annual meeting) support investor-aligned oversight and ownership participation, albeit at a small absolute share level given <1% ownership .
- Engagement: Meets the minimum attendance threshold (≥75%), which supports board effectiveness; no committee service may limit direct involvement in Audit/Compensation oversight relative to other independent directors .
- Compensation structure: Mix of cash ($73k) and equity ($119k) for 2024 is standard for MELI independent directors; absence of performance-linked director pay avoids short‑termism but reduces pay-for-performance signaling at the director level .
- Conflicts/related-party exposure: No related-party transactions disclosed for Mr. Dubugras; oversight via Audit Committee policy mitigates risk. Anti‑hedging/pledging policy reduces misalignment risks common to directors with external fintech interests .
- Broader governance context: Lead Independent Director structure and strong board refresh over recent years support independence; 2023 say‑on‑pay support at ~83.81% indicates generally favorable shareholder sentiment toward MELI’s compensation governance (executive) .