Martín de los Santos
MERCADOLIBREAbout Martín de los Santos
Martín de los Santos, 55, is Executive Vice President and Chief Financial Officer of MercadoLibre since January 2024; previously Senior Vice President & CFO from August 2023, SVP of Mercado Crédito (2017–2023), and VP of Strategy & Corporate Development (joined 2013). He served as an independent director of MercadoLibre (2008–2013) and earlier held roles at Vostu, IMPSA, Merrill Lynch, McKinsey & Co., and Goldman Sachs; he holds an MBA from Stanford and a BS in Business Administration from UNC Chapel Hill . MercadoLibre’s 2024 performance metrics tied to executive pay included net revenues and financial income of $21,940.4mm (constant $), income from operations of $4,864.1mm (constant $), total payment volume–adjusted of $200,118.4mm, and competitive NPS of 66.2%; the 5-year value of a $100 investment reached $297, underscoring strong TSR alignment; the CFO also holds responsibility for economic, environmental, and social matters in sustainability governance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MercadoLibre | Executive Vice President & Chief Financial Officer | Since Jan 2024 | Finance leadership; oversight of economic, environmental, and social matters |
| MercadoLibre | Senior Vice President & Chief Financial Officer | Aug 2023–Jan 2024 | Transition to CFO responsibilities |
| MercadoLibre | Senior Vice President, Mercado Crédito | 2017–2023 | Led consumer/merchant credit operations |
| MercadoLibre | Vice President, Strategy & Corporate Development | 2013– | Corporate strategy and M&A |
| MercadoLibre | Independent Director | 2008–2013 | Board oversight prior to joining management |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Vostu | Executive role (unspecified) | — | Prior experience |
| IMPSA | Executive role (unspecified) | — | Prior experience |
| Merrill Lynch | Position (unspecified) | — | Prior experience |
| McKinsey & Co. | Position (unspecified) | — | Prior experience |
| Goldman Sachs | Position (unspecified) | — | Prior experience |
Fixed Compensation
| Component | 2024 Amount ($) |
|---|---|
| Base Salary | 537,466 |
| Annual Bonus (paid 2025 for 2024 performance) | 201,937 |
| Life Insurance Premiums (company-paid) | 3,396 |
Performance Compensation
| Metric | Weighting | 2024 Target | 2024 Actual | Actual % of Objective | Individual Performance Multiplier | Payout |
|---|---|---|---|---|---|---|
| Net revenues and financial income (constant $, $mm) | 40% | 21,420.0 | 21,940.4 | 102.4% | 1.5 (Above Expectations) | Annual bonus payout: $201,937 |
| Income from operations (constant $, $mm) | 35% | 5,232.2 | 4,864.1 | 84.2% | 1.5 (Above Expectations) | Annual bonus payout: $201,937 |
| Total Payment Volume – adjusted ($mm) | 10% | 191,402.1 | 200,118.4 | 104.6% | 1.5 (Above Expectations) | Annual bonus payout: $201,937 |
| Competitive NPS (%) | 15% | 63.1 | 66.2 | 105.0% | 1.5 (Above Expectations) | Annual bonus payout: $201,937 |
| Weighted Average – Overall Performance | 100% | 84.9% minimum | 96.6% | Capped for payment at 100% | 1.5 (Above Expectations) | Annual bonus payout: $201,937 |
| LTRP (Long-Term Retention Plan) Details | Value |
|---|---|
| 2024 LTRP Nominal Target | $2,000,000 |
| Portion Paid in respect of 2024 | $393,913 |
| Fixed Payment Schedule | 16.66% of half of bonus paid annually over 6 years (subject to continued employment) |
| Variable Payment Basis | 16.66% of half of bonus multiplied by (Applicable Year Stock Price / $1,426.11) |
| Stock Price Reference | $1,426.11 = average closing price over final 60 trading days of 2023 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 410 shares |
| Ownership as % of Outstanding | Less than 1% (50,697,375 shares outstanding; “*” indicates <1%) |
| Vested vs. Unvested Shares | Not disclosed for CFO – |
| Options (Exercisable/Unexercisable) | Not disclosed; executives received no equity awards in 2024 |
| Shares Pledged as Collateral | No pledging disclosed for CFO (company strongly discourages pledging and hedging) |
| Stock Ownership Guidelines | Not disclosed for executives |
| Anti-Hedging/Anti-Pledging Policy | Strongly discourages hedging and pledging; short sales prohibited |
Employment Terms
| Provision | Detail |
|---|---|
| Employment/Role Tenure | EVP & CFO since Jan 2024; previously SVP & CFO (Aug 2023–Jan 2024) |
| Severance (Termination without Cause) | $354,064 (local law severance) |
| Change-in-Control (Single Trigger) | Non-Equity Incentive Plan Compensation: $2,589,629 (50% of outstanding LTRP awards) |
| Change-in-Control (Double Trigger) | Salary: $354,064; Non-Equity Incentive Plan Compensation: $5,179,257 (100% of outstanding LTRP awards) |
| Non-Compete/Non-Solicit | For one year post-employment under LTRPs; competing or soliciting employees triggers automatic forfeiture of LTRP benefits |
| Clawback Policy | Adopted Oct 2, 2023; recovery of erroneously awarded incentive compensation upon accounting restatement regardless of misconduct |
| Life Insurance | Coverage up to $1,132,000; additional $1,132,000 for accidental death/disability (CFO included) |
| Perquisites | Company states no executive perquisites; broad-based benefits apply |
Multi-Year Compensation Summary (CFO)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 511,299 | 537,466 |
| Bonus ($) | 431,591 | 598,258 |
| Non-Equity Incentive Compensation Plan ($) | 1,189,617 | 1,533,387 |
| All Other Compensation ($) | 3,396 | 3,396 |
| Total ($) | 2,135,903 | 2,672,507 |
Compensation Structure Analysis
- No equity grants to NEOs in 2024; long-term incentives delivered via multi-year cash LTRPs with 50% variable leg indexed to stock price, tightening alignment to TSR while reducing dilution risk .
- Annual bonus is formulaic on consolidated performance metrics (net revenues & financial income, income from operations, TPV–adjusted, competitive NPS) plus an individual multiplier, reinforcing pay-for-performance discipline; CFO received Above Expectations multiplier (1.5) .
- Total CFO compensation increased year-over-year (2023→2024), driven by higher bonus and LTRP variable/fixed payouts in line with strong consolidated performance .
Say-on-Pay & Peer Group
- 2024 Annual Meeting (for 2023 pay) say-on-pay approval was 83.81% in favor, indicating broad shareholder support .
- Compensation benchmarking peer set includes leading commerce/fintech/software platforms (e.g., Airbnb, Block, Booking, Discover, eBay, FIS, Fiserv, Global Payments, Intuit, PayPal, Pinterest, ServiceNow, Shopify, Uber, Workday, Zoom, Coupang, Naspers) to calibrate competitiveness .
Related Party & Risk Indicators
- Indemnification agreements are in place for directors and executive officers .
- Anti-hedging and anti-pledging policy strongly discourages misalignment behaviors; short sales prohibited for all employees; no CFO hedging/pledging disclosures .
- No executive perquisites; clawback adopted per SEC/Nasdaq rules (Oct 2023) .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($mm) | 227 | 83 | 482 | 987 | 1,911 |
| Income from Operations (constant $, $mm) | 529 | 1,126 | 3,116 | 4,765 | — |
| Value of $100 Investment (Company TSR) | 293 | 236 | 148 | 275 | 297 |
| 2024 Bonus Metrics (constant $) | — | — | — | — | Net revenues & financial income: $21,940.4; Income from operations: $4,864.1; TPV–adjusted: $200,118.4; NPS: 66.2% |
Note: Company reclassified certain Mercado Pago financial results in 2024; prior years recast for consistency .
Equity Ownership & Beneficial Ownership Context
- CFO beneficially owns 410 shares; all directors and current executive officers as a group: 124,968 shares; outstanding shares: 50,697,375 as of April 14, 2025 .
Investment Implications
- Alignment: The CFO’s incentives are tightly linked to company performance through a formulaic annual bonus and a 6-year LTRP with a 50% variable leg indexed to MELI’s stock price, creating strong TSR sensitivity without equity dilution .
- Retention vs. Selling Pressure: LTRP’s multi-year cash schedule and forfeiture provisions (including non-compete/non-solicit) support retention; minimal personal share ownership and no disclosed pledging reduce insider selling pressure risk signals .
- Change-of-Control Economics: Material LTRP acceleration (50% single trigger; 100% double trigger) could create event-driven payout sensitivity; local-law severance is moderate (U.S.-style multiples not used), reducing fixed obligations .
- Governance Quality: Clawback policy, anti-hedging/pledging, and pay-for-performance design with external benchmarking indicate disciplined compensation governance supportive of investor alignment .