Richard Sanders

About Richard Sanders

Richard Sanders is an independent director of MercadoLibre (MELI), serving since 2022. He is a Partner at Permira, where he has served on the Executive and Investment Committees and previously co‑headed the Technology sector investment team (until 2023); earlier, he worked in Morgan Stanley’s M&A and High Yield Capital Markets divisions. He holds an M.A. in Literae Humaniores (Classics) from Oxford University and an M.B.A. from Stanford University (Fulbright Scholar). Age: 53; Board Class II with term expiring at the 2027 Annual Meeting; the Board has determined he is independent under NASDAQ standards and MELI guidelines .

Past Roles

External Roles

Board Governance

• Committee assignments and roles
  • Compensation Committee: Member (independent; committee met 1 time in 2024 with 2 actions by unanimous written consent) .
  • Nominating & Corporate Governance: Sanders previously served; on April 14, 2025 he was replaced by Stelleo Passos Tolda as part of refreshment .
  • Not on Audit Committee .
• Independence and service
  • Board determined Sanders is independent under NASDAQ rules and company guidelines .
  • Board class/tenure: Class II; current term runs to the 2027 Annual Meeting .
• Attendance and engagement
  • Board held 4 meetings in 2024; all directors attended at least 75% of the aggregate of Board and committee meetings on which they served .
  • Independent directors hold closed sessions at the end of each regularly scheduled Board meeting, led by the Lead Independent Director .
• Compensation committee interlocks and related‑party review
  • 2024 Compensation Committee members (including Sanders) had no relationships requiring related‑party transaction disclosure; all members were independent. No executive officer sit‑through interlocks were identified .
• Risk oversight
  • Compensation Committee oversees compensation‑related risk; Nominating & Corporate Governance oversees board composition/independence; Audit oversees the enterprise risk framework .

Fixed Compensation

Notes:

• Director cash/equity compensation is forfeitable if a director does not complete the full year of service; prorated for partial‑year service .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Private equity and technology investing (Permira) .
• Finance and risk oversight; management experience .
• Innovation & technology; commerce industry experience .

Equity Ownership

Reference: Shares outstanding 50,697,375 as of April 14, 2025 .

Policies impacting alignment:

• Anti‑hedging and anti‑pledging: Directors and certain insiders are strongly discouraged from hedging/pledging; any such transactions require pre‑clearance; short sales are prohibited .
• No director stock ownership guideline disclosure identified in the proxy sections reviewed.

Governance Assessment

• Strengths
  • Independent director with relevant private equity, technology and finance/risk oversight skillset aligned to MELI’s commerce/fintech strategy .
  • Active role on Compensation Committee; committee maintained independence and reported no interlocks or related‑party relationships; Sanders is a signatory on the Compensation Committee Report .
  • Solid engagement and oversight practices (board/committee self‑assessments; independent director sessions; all directors met attendance thresholds) .
  • Equity component in director pay (time‑based restricted stock) supports alignment; ownership includes restricted shares outstanding .
• Watch items / potential red flags
  • “All other compensation” for directors includes tax gross‑ups for non‑US residents (Sanders reported $6,989 for 2024). While common in cross‑border contexts, some investors view tax gross‑ups unfavorably .
  • Sanders moved off the Nominating & Corporate Governance Committee on April 14, 2025 as part of board refreshment; not a red flag per se but note committee rotation .
• Related‑party exposure
  • No relationships requiring related‑party transaction disclosure for 2024 Compensation Committee members (including Sanders) were identified; Audit Committee oversees approval of related‑party transactions per charter .

Say‑on‑Pay & Shareholder Feedback

• 2025 Annual Meeting results:
  • Say‑on‑Pay (2024 NEO compensation): For 37,189,403; Against 4,094,169; Abstain 85,433; 2,958,078 broker non‑votes .
  • Director elections (context for overall governance sentiment): all nominees elected; Board/IR also maintain shareholder communication protocols outlined in the proxy .

Committee Snapshot (for reference)

Director Compensation (FY2024) – Summary

Program design reference:

• Lead Independent Director retainer $30,000; Compensation Committee Chair retainer $21,913 (not applicable to Sanders); director cash retainer $72,000; target equity $120,000 time‑based .

Policies & Controls Relevant to Compensation

• Clawback: Compensation Committee administers the company’s clawback policy for incentive compensation .
• Engagement: Compensation Committee oversees engagement with shareholders and proxy advisors on executive compensation matters .

Risk Indicators & Red Flags Checklist (as disclosed)

• Legal/SEC matters: None disclosed for Sanders in the proxy sections reviewed.
• Hedging/Pledging: Discouraged; pre‑clearance required; short sales prohibited .
• Related‑party transactions: None requiring disclosure for 2024 Compensation Committee members (including Sanders) .
• Director attendance: All directors ≥75% of meetings attended (Board held 4 meetings) .
• Director equity awards modifications/repricings: None disclosed for directors .

Overall, Sanders brings deep private equity/technology investing and finance experience, aligns with MELI’s strategy, and meets independence and attendance expectations. The only governance sensitivity noted is the use of director tax gross‑ups for non‑US residents; otherwise no conflicts or related‑party exposures were disclosed .