Marcos Galperin
MERCADOLIBREAbout Marcos Galperin
Chairman, President and CEO of MercadoLibre, Inc.; Director since 1999, co-founder, and the sole management member on the board . Age 53; education includes an M.B.A. from Stanford University and a B.S. in Economics with honors from Wharton . 2024 performance highlights: Net Income reached $1,911 million and Income from operations (constant dollars) was $4,765 million; Company TSR value of $100 invested at 12/31/2019 stood at $297 by FY2024 versus Nasdaq Composite peer group at $215 . Executive compensation is heavily performance-based, with 95.9% of CEO total target direct compensation linked to Company performance in FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MercadoLibre, Inc. | Chairman of the Board; Chief Executive Officer | 1999–present | Founder-CEO steering commerce and fintech ecosystem scale across LatAm; sole management director enabling agenda-setting and strategic alignment |
| J.P. Morgan Securities, Inc. | Fixed Income Department (Summer Associate) | 1998 | Early exposure to capital markets and fixed income strategies |
| YPF S.A. | Futures & Options Associate; managed currency and oil derivatives program | 1994–1997 | Derivatives risk management and hedging experience in energy sector |
External Roles
| Organization | Role | Years |
|---|---|---|
| Satellogic | Director | Since 2022 |
| Globant S.A. | Director | 2014–2020 |
| Televisa S.A.B. | Director | 2017–2021 |
| JP Morgan International Council | Member | N/A |
| Endeavor Argentina | Board Member | N/A |
Fixed Compensation
| Metric | FY2024 |
|---|---|
| Base Salary ($) | $565,871 |
| Annual Bonus Paid ($) | $220,159 (paid in 2025 for FY2024) |
| Bonus Target ($) | $165,099 (non-equity incentive plan target for FY2024) |
| Perquisites | None; Company states no executive perquisites |
Notes:
- “Annual Bonus Paid” reflects the annual cash bonus tied to FY2024 results; the broader non-equity incentive line in the SCT also includes variable LTRP cash .
Performance Compensation
Annual Bonus Design and Outcomes (FY2024)
| Metric (Constant $) | Weight | 2024 Actual (mm) | 2024 Target (mm) | Minimum Achievement | Actual % of Objective |
|---|---|---|---|---|---|
| Net revenues & financial income | 40% | 21,940.4 | 21,420.0 | 88.8% | 102.4% |
| Income from operations | 35% | 4,864.1 | 5,232.2 | 75.0% | 84.2% |
| Total Payment Volume – adjusted | 10% | 200,118.4 | 191,402.1 | 88.5% | 104.6% |
| Competitive NPS | 15% | 66.2% | 63.1% | 95.0% | 105.0% |
| Weighted Average – Overall Performance | 100% | — | — | 84.9% minimum | 96.6% (capped for payout at 100%) |
| Individual Performance Multiplier (CEO) | — | — | — | — | 1.5 |
Notes:
- Consolidated Performance calculated in constant dollars with specific country deflation methodology; payout caps applied to prevent overcompensation across metrics .
Long-Term Retention Plan (LTRP) – FY2024
| Item | Detail |
|---|---|
| Nominal Target Value (CEO) | $10,000,000 |
| Portion Paid for 2024 | $1,969,566 |
| Structure | 6 annual payments; each year 16.66% of half of the LTRP as fixed cash plus 16.66% of half multiplied by ratio of Applicable Year Stock Price to $1,426.11 base (avg. closing price over last 60 trading days of 2023) |
| Vesting/Forfeiture | Subject to continued employment; forfeiture upon resignation/retirement or specified actions adverse to the business |
Equity Awards
- No equity grants to named executive officers in 2024 under the Amended and Restated 2009 Equity Compensation Plan; management compensation tied to capital markets via LTRP cash rather than share issuance .
Equity Ownership & Alignment
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| Marcos Galperin (direct) | 35 | <1% | Direct holdings from a pro rata distribution from Kaszek Ventures Opportunity II, L.P. |
| Galperin Trust (Reporting Persons: Meliga No. 1 LP, Meliga No.1 Corp., Galperin Trust/SD, Corpag Trust SD Inc., Volorama Stichting) | 3,550,136 | 7.00% | Schedule 13D/A reports shared voting and dispositive power among Reporting Persons; address details in footnote |
| Anti-hedging/pledging policy | — | — | Directors and executives strongly discouraged from hedging and pledging; short sales prohibited; pre-clearance required for any such transactions |
Notes:
- The director/NEO beneficial ownership table lists Mr. Galperin’s direct holdings; a separate 13D/A identifies “Galperin Trust” as a 7% stockholder. The proxy does not attribute the trust’s shares to Mr. Galperin in the NEO/director table .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance – termination without “just cause” | Local law severance; CEO $429,121 (as of 12/31/2024 scenario) |
| Change-in-control (CIC) payment | 50% of outstanding LTRPs payable upon CIC (CEO $14,438,225) |
| CIC + termination without Cause or resignation for Good Reason (within 120 days before or after CIC) | 100% of outstanding LTRPs + local law severance (CEO total $29,305,570; components: Salary $429,121; Non-Equity Incentive $28,876,449) |
| Good Reason / Cause definitions | Detailed definitions including material diminution of duties, pay reductions, or relocation >50 miles; Cause includes misconduct, fraud, material breach etc. |
| 2001 Management Incentive Bonus Plan (sale/stay bonus) | If Company is sold: group sale bonus 5.5% and stay bonus 7.1% of purchase price; combined cap $78,335,000; allocated among eligible officers per CEO-set participation percentages; lump sum payout |
| Clawback policy | SEC/Nasdaq-compliant clawback adopted Oct 2, 2023; recovery mandatory upon accounting restatement regardless of misconduct |
| Non-compete / Non-solicit | During employment and for 1 year post-employment: non-compete and non-solicit conditions embedded in LTRP with forfeiture provisions |
Board Governance
- Board classes and tenure: Mr. Galperin is a Class III director; Director since 1999; standing for re-election in 2025 to serve until 2028 .
- Dual-role governance: Chairman and CEO combined; Board believes combined role best serves Company given founder-CEO status; mitigated by Lead Independent Director (Emiliano Calemzuk, appointed 2016) who chairs Nominating & Corporate Governance and Compensation committees and leads independent sessions .
- Independence: Board determined seven of nine members are independent; Mr. Galperin is not independent; also discloses family relationship with director Nicolás Galperin (brothers). All 2025 nominees except Mr. Marcos Galperin and new nominee Mr. Lawson are independent .
- Committees: Mr. Galperin serves on no committees ; committee composition and independence detailed in proxy .
- Meeting attendance: Board held four meetings and took eight actions by written consent in 2024; all directors attended ≥75% of aggregate meetings of Board and committees on which they served .
Director Compensation (for context)
- Independent directors receive cash retainer ($72,000) and equity grants ($120,000 target value), plus chair/lead fees; non-independent directors (including Mr. Galperin) receive no compensation for board service .
Company Performance Context
| Metric | FY2020 | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|---|
| Revenues ($mm) | $3,974* | $7,069* | $10,780* | $15,107* | $20,777* |
| EBITDA ($mm) | $233* | $654* | $1,484* | $2,731* | $3,248* |
| Net Income ($mm) | -$1* | $83 | $482 | $987 | $1,911 |
- Values retrieved from S&P Global.
Pay vs Performance and TSR (from proxy):
- Company TSR value of $100 initial investment (12/31/2019 baseline): 2020 $148; 2021 $236; 2022 $148; 2023 $275; 2024 $297 .
- Peer group TSR (Nasdaq Composite): 2020 $117; 2021 $174; 2022 $117; 2023 $167; 2024 $215 .
Compensation Peer Group and Say-on-Pay
- Peer group used for benchmarking executive pay: Airbnb, Block, Booking Holdings, Discover Financial Services, eBay, FIS, Fiserv, Global Payments, Intuit, PayPal, Pinterest, ServiceNow, Shopify, Uber, Workday, Zoom, Coupang, Naspers (Mercer study, continued for 2024) .
- Say-on-pay outcomes:
- 2023 advisory vote approval at 2024 AGM: 83.81%
- 2022 advisory vote approval at 2023 AGM: 84.74%
Risk Indicators & Red Flags
- Dual role CEO-Chairman; mitigated by Lead Independent Director structure .
- Family relationship (CEO and Director Nicolás Galperin are brothers); independence otherwise majority .
- High CEO pay ratio: 1,589:1 in 2024 (supplemental ratio 261:1 adjusts for LTRP target and workforce mix) .
- Anti-hedging/anti-pledging policy in place; short sales prohibited; preclearance required for hedging/pledging .
- Sale/stay bonus plan from 2001 could create CIC-related payout optics; capped aggregate; allocations set by CEO .
Investment Implications
- Pay-for-performance alignment is strong: CEO bonus and LTRP are formulaic and heavily tied to Company metrics and 60-day stock price averages; minimal fixed pay and no equity grants reduce dilution while retaining stock-linked incentives .
- Retention risk is mitigated via six-year LTRP cash schedules with forfeiture for adverse actions; CIC protections accelerate outstanding LTRPs but are structured and disclosed with clear caps in sale/stay plan .
- Ownership alignment: direct CEO share ownership is minimal; a separate “Galperin Trust” reports 7% beneficial ownership; while alignment appears strong at the shareholder level, the proxy does not attribute those trust shares to the CEO in the NEO table—monitor future 13D/A updates and any pledging/derivative structures given policy discouragement .
- Governance: combined Chair/CEO role plus family tie necessitate robust independent oversight; current lead independent director structure and majority-independent board, committee leadership, and regular executive sessions provide meaningful counterbalance .
- Execution track record: multi-year scaling of revenues and profitability; Net Income grew to $1,911 million in 2024; TSR outperformed the peer index over five years, supporting the LTRP’s stock-price linkage as an effective incentive mechanism .