Stelleo Tolda
MERCADOLIBREAbout Stelleo Passos Tolda
Independent Class I director at MercadoLibre (MELI); appointed September 12, 2024, and nominated for election to serve through the 2026 Annual Meeting. Age 57. The board determined he is independent as of April 14, 2025; he serves as Audit Committee Chair and a member of the Nominating & Corporate Governance Committee. Education: MBA, Stanford; MS and BS in Mechanical Engineering, Stanford; Certificate in Financial Accounting (Harvard Business School Online). Prior career includes MELI Commerce President (2020–2022), EVP & COO (2009–2019), Brazil Country Manager (1999–2009), and roles at Lehman Brothers, Banco Pactual, and Banco Icatu.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mercado Libre | Commerce President | 2020–2022 | Led commerce operations during period of accelerated ecosystem expansion |
| Mercado Libre | EVP & Chief Operating Officer | 2009–2019 | Oversaw core operations and scaling of logistics/fintech integration |
| Mercado Libre | SVP; Brazil Country Manager | 1999–2009 | Built Brazil franchise, MELI’s largest market |
| Lehman Brothers Inc. | Role not specified | 1999 | Capital markets exposure |
| Banco Pactual | Role not specified | 1996–1997 | Banking/finance experience |
| Banco Icatu | Role not specified | 1994–1996 | Banking/finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Diagnósticos da America S.A. | Director | Since Jan 2023 | Healthcare diagnostics board experience |
| Arco Educação | Director | 2020–2023 | Edtech governance experience |
Board Governance
- Board class and term: Class I; if elected at 2025 AGM, term through 2026 Annual Meeting. Appointed to the board on September 12, 2024.
- Independence: Determined independent under NASDAQ rules and MELI governance guidelines; independence status affirmed for nominees other than CEO and new nominee Lawson. Committee recorded independence determination for Passos Tolda on April 14, 2025.
- Committee assignments and roles:
- Audit Committee: Chair and “financial expert” (appointed April 14, 2025). 2024 committee held 5 meetings (pre-dating his chair appointment).
- Nominating & Corporate Governance Committee: Member (appointed April 14, 2025, replacing Richard Sanders). No meetings held in 2024; 2 actions by written consent.
- Attendance: All directors attended at least 75% of the aggregate board and committee meetings in 2024.
- Lead independent director: Board operates with a Lead Independent Director (Emiliano Calemzuk). Independent directors hold closed sessions after each regularly scheduled board meeting.
Fixed Compensation
- Program structure (independent directors; Tolda eligible as of April 14, 2025): Annual cash retainer $72,000; additional annual retainers for leadership roles (Lead Independent Director $30,000; Audit Chair $21,913; Compensation Chair $21,913; Nominating & Governance Chair $15,000). Compensation is prorated for partial-year service; only independent directors receive compensation.
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Director Cash Retainer | $72,000 | Independent directors only; prorated if partial year |
| Audit Committee Chair Retainer | $21,913 | Additional to base retainer |
| Lead Independent Director Retainer | $30,000 | Additional to base retainer |
| Compensation Committee Chair Retainer | $21,913 | Additional to base retainer |
| Nominating & Gov. Chair Retainer | $15,000 | Additional to base retainer |
Tolda received no director compensation in 2024 because he was not independent during the relevant period; he became eligible upon the April 14, 2025 independence determination.
Performance Compensation
- Equity retainer: Annual grant of MELI common stock with target value $120,000, subject to forfeiture and transfer restrictions until the next annual shareholder meeting; equity granted to independent directors shortly after the annual meeting. Not performance-conditioned (time-based vesting/forfeiture schedule).
| Equity Instrument | Target Value | Vesting/Restrictions | Notes |
|---|---|---|---|
| Common Stock (Director Annual Grant) | $120,000 | Forfeiture/transfer restrictions until next annual meeting | Granted only to independent directors |
Other Directorships & Interlocks
- Other public company boards (past five years): None (as listed in the proxy).
| Company | Listing Status | Role | Overlap/Interlock Risk |
|---|---|---|---|
| None disclosed (public boards, past 5 years) | — | — | MELI proxy lists none |
Expertise & Qualifications
- Core skills: Banking, Finance, Risk Oversight, Marketing, Innovation & Technology, Commerce industry experience, LATAM markets, Management, Corporate Governance, Entrepreneurship.
- Education: MBA (Stanford); MS and BS Mechanical Engineering (Stanford); Certificate in Financial Accounting (HBS Online).
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 98,107 shares of MELI common stock (less than 1% of outstanding) |
| Shares outstanding reference | 50,697,375 shares outstanding as of April 14, 2025 (implies <1% holding) |
| Pledged/encumbered shares | 20,000 shares pledged under a prepaid variable forward entered Aug 21, 2024; settlement Aug 20, 2026; up to 20,000 shares (or cash) deliverable based on settlement price vs forward floor/cap; dividends/votes retained during pledge, subject to default remedies. |
Insider Trades and Notable Transactions
| Date | Type | Quantity/Exposure | Terms/Notes |
|---|---|---|---|
| Aug 21, 2024 | Prepaid Variable Forward; pledge of shares | Up to 20,000 shares deliverable; 20,000 shares pledged | Cash received upfront; maturity Aug 20, 2026; share delivery contingent on settlement price vs forward floor/cap; retains voting/dividend rights during pledge (subject to default remedies). |
Governance Assessment
- Strengths/signals supporting investor confidence:
- Independent director (as of April 14, 2025) with deep operating experience at MELI and regional finance background; brings banking, risk oversight, and LATAM market expertise.
- Elevated directly to Audit Committee Chair and designated financial expert, enhancing board financial oversight; MELI’s audit committee charter assigns broad risk and controls oversight.
- Board/committee effectiveness and engagement: all directors ≥75% attendance in 2024; independent director closed sessions occur after each scheduled board meeting.
- Risk indicators/red flags to monitor:
- Pledging/hedging exposure: Tolda entered a prepaid variable forward and pledged 20,000 shares; MELI’s insider policy strongly discourages hedging and pledging and requires pre-clearance for such transactions by directors. This structure can reduce alignment and introduce counterparty risk if forced settlement/default occur.
- Independence timing: No director fees in 2024 due to non-independence status at that time; independence confirmed April 14, 2025, coinciding with his assumption of audit chair role—appropriate to confirm independence given audit chair responsibilities.
- Compensation governance context: MELI received 83.81% support on the most recent say-on-pay vote (for 2023 compensation), indicating broad shareholder support for compensation practices, though this pertains to executives, not directors.
Related-party transactions: The audit committee reviews any related-party transactions >$120,000; the 2025 proxy does not disclose related-party transactions involving Tolda.
Board Governance (Committee Details)
| Committee | Role | Since | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit | Chair; Financial Expert | Apr 14, 2025 | 5 (in 2024) | Oversees external auditor, internal controls, risk management incl. cybersecurity; 3/3 members independent |
| Nominating & Corporate Governance | Member | Apr 14, 2025 | None (2024); 2 actions by written consent | Board refreshment, independence, governance policies and board evaluations |
Director Compensation (Program Overview for Independent Directors)
| Type | Amount/Terms | Notes |
|---|---|---|
| Cash Retainer | $72,000 per year | Independent directors only; prorated if partial-year |
| Equity Retainer | $120,000 target in common stock | Forfeiture/transfer restrictions until next annual meeting |
| Chair/Leadership Fees | Lead Independent ($30,000); Audit Chair ($21,913); Comp Chair ($21,913); N&CG Chair ($15,000) | Additional to base retainer |
2024 director compensation table excluded Tolda since he was not independent during that period; the proxy notes that as of April 14, 2025 he qualifies as independent and is eligible for director compensation going forward.
Other Notes
- Anti-hedging/pledging: Directors are strongly discouraged from hedging and pledging company securities and must pre-clear any such transactions with the General Counsel; short sales are prohibited.
- Executive sessions: Independent directors meet without management after each regularly scheduled board meeting; the Lead Independent Director leads these sessions.