Juan Martín de la Serna
MERCADOLIBREAbout Juan Martín de la Serna
Executive Vice President – Corporate Affairs at MercadoLibre (MELI), and President of the Argentina business since 2020; joined MELI in 1999 and has served across commercial, operations, and logistics leadership roles. He holds an Economics degree from the University of Buenos Aires and is 58 years old as of April 28, 2025 . Company performance metrics tied to executive incentives include 2024 Net revenues and financial income of $21,940.4 million, Income from operations of $4,864.1 million, Total Payment Volume (adjusted) of $200,118.4 million, and Competitive NPS of 66.2%; the company’s 5-year TSR translated a $100 investment into $297 vs $215 for Nasdaq Composite through 2024, underscoring value creation during his senior leadership tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MercadoLibre | Business Development Manager | 1999–2001 | Early commercial development leadership supporting marketplace build-out |
| MercadoLibre | Head of Category Management | 2001–2004 | Led assortment/category management across marketplace |
| MercadoLibre | Country Manager (Argentina, Uruguay, Ecuador, Perú, Costa Rica, Panamá, Dominican Republic) | 2004–2012 | Oversaw multi-country operations and growth execution in LatAm |
| MercadoLibre | Senior Vice President, Mercado Envíos (Logistics) | 2012–2020 | Led MELI’s logistics platform (Mercado Envíos), a key competitive advantage |
| MercadoLibre | EVP – Corporate Affairs; President, Argentina | 2020–Present | Corporate affairs leadership and country P&L responsibility |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Argentine Chamber of Electronic Commerce (CACE) | President | 2009 | Industry leadership and ecosystem development in Argentina |
Fixed Compensation
Multi-year summary (SEC Summary Compensation Table definitions; “Bonus” includes fixed LTRP portion; “Non-Equity Incentive Compensation Plan” includes annual bonus and variable LTRP payout).
| Component (USD) | 2022 | 2023 |
|---|---|---|
| Salary | $499,899 | $519,078 |
| Bonus | $447,622 | $710,767 (includes fixed LTRP portion and 36.5% bonus uplift for Argentina-based employees) |
| Non-Equity Incentive Compensation Plan | $1,031,086 | $1,567,771 (includes annual bonus of $104,505 paid 2024 and variable LTRP) |
| All Other Compensation | $92,544 | $60,031 (life insurance $3,396; retirement contributions $56,635) |
| Total | $2,071,151 | $2,857,647 |
Notes:
- Annual bonuses for Argentina-based NEOs received a 36.5% increase to minimize income loss due to high inflation in 2023; for de la Serna the base annual bonus earned was $104,505, paid in 2024 .
- MELI reports no executive perquisites; broad-based benefits include health insurance, extra vacation, language lessons, executive education, eco-friendly company car policy .
Performance Compensation
Annual Bonus Structure and Outcomes (2023)
| Metric | Weight | 2023 Actual | 2023 Target | Actual % of Objective |
|---|---|---|---|---|
| Net Revenues (constant USD) | 40% | $17,694 mm | $16,700 mm | 105.9% |
| Income from Operations (constant USD) | 35% | $2,417 mm | $1,944 mm | 120.0% (capped at 120%) |
| Total Payment Volume – adjusted (constant USD) | 10% | $264,405 mm | $227,934 mm | 116.0% |
| Competitive NPS | 15% | 61.9% | 63.4% | 97.7% |
| Weighted Average – Overall Performance | 100% | 80.8% minimum; capped at 100% for payout | — | 110.0% calculated; payout capped at 100% |
| Individual Performance Multiplier (de la Serna) | — | Meets Expectations (1.0x) | — | 1.0x applied |
- 2024 bonus framework maintained the same four-metric weighting with updated constant-dollar and measurement rules; 2024 results: Net revenues and financial income $21,940.4 mm (102.4% of target), Income from operations $4,864.1 mm (84.2%), TPV-adjusted $200,118.4 mm (104.6%), NPS 66.2% (105.0%); Weighted average overall performance 96.6% .
Long-Term Retention Plan (LTRP)
Structure:
- Six-year cash program: each year pays 16.66% of half the LTRP as a fixed cash amount, plus a variable cash amount that scales with the quotient of the Applicable Year Stock Price over the baseline ($888.69 for 2023 awards; $1,426.11 for 2024 awards), aligning payouts with MELI’s 60-day average share price performance .
- Continued employment required; forfeiture for certain adverse actions; non-compete/non-solicit tied to LTRP terms (see Employment Terms) .
Key data (2023 award):
| Item | Amount |
|---|---|
| Nominal Target Value of 2023 LTRP (de la Serna) | $2,700,000 |
| Portion of 2023 LTRP paid for 2023 | $586,065 |
Policy notes:
- No RSUs/PSUs/options for NEOs in 2023 or 2024; management compensation is tied to capital markets via cash LTRPs, not equity issuance .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | Notes |
|---|---|---|
| April 9, 2024 | 200 | As reported in MELI’s beneficial ownership table |
- Anti-hedging and anti-pledging: Directors and executive officers are strongly discouraged from hedging or pledging company stock and require preclearance for any such transactions; short sales prohibited . No pledging by de la Serna is disclosed; director Stelleo Passos Tolda disclosed a prepaid variable forward transaction with 20,000 shares pledged, highlighting policy enforcement and risk oversight .
- Stock ownership guidelines for executives are not disclosed in the proxy; director equity compensation is separate and subject to forfeiture/transfer restrictions .
Employment Terms
- Severance: Executives may receive severance per local law upon termination without “just cause”; the proxy tables quantify severance and change-in-control LTRP acceleration for NEOs as of 2024, but do not provide de la Serna-specific amounts in that section .
- Change-in-control economics: For NEOs, 50% of outstanding LTRP awards accelerate upon change in control; 100% of outstanding LTRP awards accelerate upon termination without Cause or resignation for Good Reason within the change-in-control window, paid based on the applicable 60-day average closing price baseline; these plan mechanics inform retention and payout risk across the exec bench .
- Clawback: SEC Rule 10D-compliant clawback policy effective October 2, 2023, requiring recovery of erroneously awarded incentive-based compensation regardless of misconduct if MELI must restate financials .
- Non-compete/non-solicit tied to LTRP: Executives automatically forfeit LTRP benefits if they engage in competitive activities during employment or for one year post-employment, or solicit MELI employees during employment or for one year after leaving .
- Benefits: Executive life insurance policy (life and accidental death/disability coverage) and retirement contributions; in 2023, de la Serna’s all-other comp included $3,396 in life insurance premiums and $56,635 in retirement contributions; retirement contributions accrue interest (2025 plan language indicates minimum 2% and average 7.3% for certain execs) .
Compensation Structure Analysis
- Heavy weighting to at-risk, performance-linked cash via LTRP rather than equity instruments; no RSUs/PSUs/options to NEOs in 2023/2024, reducing dilution risk but tying payouts directly to stock performance through the 60-day average price mechanic .
- Annual bonuses use balanced operating and customer metrics in constant USD (Net revenues+financial income, Income from operations, TPV-adjusted, NPS), with caps to prevent over-performance subsidization and individual multipliers to reflect qualitative assessments; Argentina-specific inflation uplift applied in 2023 to protect compensation real value .
- Governance guardrails include clawback and anti-hedging/pledging, mitigating risk signals; strong say-on-pay support (83.81% favor in 2024) indicates investor alignment with pay design .
Investment Implications
- Alignment: De la Serna’s incentives are materially tied to MELI share performance through multi-year LTRP cash mechanics, and annual bonuses incorporate both growth (revenues/TPV) and efficiency (income from operations) plus customer satisfaction (NPS), supporting pay-for-performance .
- Retention vs liquidity: Cash LTRP delivers scheduled payments over six years contingent on continued employment and competitive conduct restrictions, reducing forced insider selling pressure typical of equity vesting while still embedding market beta into payouts; forfeiture provisions and clawback strengthen retention and governance .
- Execution track record: His progression across commercial, multi-country operations, and logistics leadership (Mercado Envíos) before Corporate Affairs and country presidency suggests durable operating chops; MELI’s 5-year TSR outperformance and 2024 operational metrics underpin an attractive comp-performance linkage for senior leaders .
- Watch items: Lack of disclosed executive equity holdings for de la Serna (200 shares reported in 2024) means “skin-in-the-game” via direct equity is modest, though cash LTRP is stock-price linked; continued adherence to anti-hedging/pledging and clawback frameworks reduces governance red flags .