Nicolás Galperin
MERCADOLIBREAbout Nicolás Galperin
Independent investor; age 56; director at MercadoLibre since 1999; brother of Chairman/CEO Marcos Galperin. Education: B.S. in Finance, Wharton School (with honors). He is classified as a non-independent director under NASDAQ standards due to the family relationship, and currently holds no committee assignments.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Onslow Capital Management Limited | Founder | 2006–2018 | Built and led London-based investment management; focus on EM/high yield risk management |
| Morgan Stanley & Co. Incorporated | MD & Head of Trading and Risk Mgmt, London EM Trading; Trader (HY/EM bonds, derivatives) | 1994–2006 | Led risk and trading desks across New York/London EM fixed income |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards (past 5 years) | — | — | None disclosed |
| Other affiliations | — | — | None disclosed |
Board Governance
- Board class and term: Class II; current term expires 2027 Annual Meeting.
- Independence: Not independent (family relationship with CEO).
- Committee memberships: None.
- Attendance: All directors attended ≥75% of board and applicable committee meetings in 2024.
- Lead Independent Director: Emiliano Calemzuk; coordinates independent directors and executive sessions.
- Executive sessions: Independent directors meet without management at each regular board meeting.
| Governance Metric | Status |
|---|---|
| Independence | Not independent (brother of CEO) |
| Committees | None |
| Attendance ≥75% (2024) | Yes |
| Years on Board | Since 1999 |
Fixed Compensation
- Policy: Only directors deemed independent receive compensation; cash retainer $72,000 plus $120,000 in stock per full year; chair/lead independent cash premia (Lead $30,000; Audit Chair $21,913; Comp Chair $21,913; Nominating Chair $15,000).
- Application to N. Galperin: Received no director fees or equity awards for 2024 (non-independent).
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | 72,000 | N. Galperin not eligible |
| Annual stock grant (independent directors) | 120,000 | N. Galperin not eligible |
| Committee chair fees | 15,000–21,913 | Not applicable; no chair roles |
| Lead independent fee | 30,000 | Not applicable |
| Travel/out-of-pocket reimbursement | Actuals | For non-employee directors; standard practice |
Performance Compensation
- MercadoLibre does not use performance-based equity (PSUs/options) for directors; independent directors receive an annual stock grant subject to forfeiture; non-independent directors receive no director equity. No director-specific performance metrics disclosed.
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| None disclosed | — | No public-company board overlaps reported in past 5 years |
Expertise & Qualifications
- Finance and risk oversight from senior EM fixed income trading roles at Morgan Stanley; entrepreneurship via founding Onslow Capital; deep LATAM markets familiarity.
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Nicolás Galperin | 0 | 0.00% | As of April 14, 2025; address c/o MELI |
| Shares outstanding (reference) | 50,697,375 | — | Denominator for % ownership |
- Anti-hedging/pledging: Directors strongly discouraged from hedging/pledging; short sales prohibited; pre-clearance required for any exceptions. No hedging/pledging by N. Galperin disclosed.
Governance Assessment
- Independence and potential conflicts: N. Galperin is not independent due to being the CEO’s brother—a structural conflict risk that reduces perceived board independence; however, the board overall has a strong majority of independent directors and a Lead Independent Director structure. RED FLAG: Family relationship on the board can affect investor confidence in related-party oversight.
- Ownership alignment: He reports zero beneficial ownership; combined with no director compensation (cash/equity) due to non-independence status, this limits direct “skin in the game” signaling. RED FLAG: Zero ownership may be viewed as weaker alignment.
- Engagement: Attendance ≥75% in 2024 indicates baseline engagement; no committee roles limits formal oversight responsibilities.
- Related-party exposure: No specific related-party transactions disclosed involving N. Galperin; audit committee reviews any related-person transactions >$120,000.
- Director compensation practices: Independent directors receive balanced cash/equity; tax gross-ups paid for certain non-US directors; non-independent directors (including N. Galperin) receive no fees/equity. Governance investors may scrutinize tax gross-ups in director comp.
- Shareholder sentiment: Say-on-pay (executive) support was ~83.81% in 2024, indicating acceptable compensation governance at the company level (context, not director-specific).
Overall signal: Long-tenured, non-independent director with family ties to the CEO, no committee roles, and zero reported share ownership. Investors typically monitor such profiles for robust independent oversight and strong audit/nominating committee processes; MELI’s majority-independent board and lead independent director framework partially mitigates, but the familial relationship remains a governance sensitivity.