Independent
Tenure on this board
14.1 yrs
Also a director at
Robinhood Markets Inc (HOOD)Vista Energy Sab De Cv (VIST)
3 nominees · 3 ballot items.
Elect three Class I directors (Susan Segal, Stelleo Passos Tolda, Alejandro Nicolás Aguzin); approve, on an advisory basis, the compensation of the company’s named executive officers for fiscal year 2025; and ratify Pistrelli, Henry Martin y Asociados S.A. (a member firm of Ernst & Young Global Limited) as the independent registered public accounting firm for fiscal year 2026.
To elect the nominees for Class I directors — Susan Segal, Stelleo Passos Tolda and Alejandro Nicolás Aguzin — each to serve until the 2029 Annual Meeting of Stockholders or until their respective successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers for fiscal year 2025 as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the Company’s disclosed 2025 executive compensation program, which the board says is designed to align executive incentives with long-term stockholder value. Management seeks approval to affirm its approach that heavily weights performance-based pay — notably a Long-Term Retention Program (LTRP) that pays fixed and variable cash over six years with 50% of the LTRP variable portion tied to stock-price performance — and annual bonuses tied to consolidated corporate metrics (net revenues and financial income, income from operations, total payment volume-adjusted, and competitive Net Promoter Score). The compensation committee sets pay using market benchmarking and oversight processes intended to limit undue risk, including individual performance multipliers, caps on metric payout, and a clawback policy aligned with SEC rules. The board frames the say-on-pay as confirmation that pay structures reward long-term performance and retention, noting a prior strong stockholder support level and emphasizing the pay-for-performance link demonstrated by LTRP payout mechanics and pay-versus-performance disclosures. Because the vote is advisory, management will consider the result alongside other stockholder feedback when making future compensation decisions, but is not legally bound to change the program. Key governance context includes independent committee oversight, periodic stockholder engagement, and disclosure of both fixed and variable LTRP components; compensation is unusually concentrated in long-term cash instruments rather than equity grants. Potential investor concerns include the magnitude and concentration of long-term cash payouts, the sensitivity of variable LTRP payments to near-term stock-price fluctuations, and the complexity of metric calculations; management responds by pointing to rigorous committee review, benchmarking, caps on payouts, and alignment mechanisms. The board recommends a FOR vote, citing the program’s alignment with strategy, retention needs, and measurable ties to company financial and market performance.
To ratify the appointment of Pistrelli, Henry Martin y Asociados S.A., a member firm of Ernst & Young Global Limited, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital Research Global Investors | 5.36% | 2,717,172 | $4.7B |
| 2 | Capital World Investors | 4.33% | 2,194,481 | $3.8B |
| 3 | BAILLIE GIFFORD CO | 4.23% | 2,144,090 | $3.7B |
| 4 | Capital International Investors | 3.43% | 1,737,559 | $3.0B |
| 5 | MORGAN STANLEY | 2.24% | 1,134,206 | $2.0B |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.77% | 895,629 | $1.5B |
| 7 | EAGLE CAPITAL MANAGEMENT LLC | 1.55% | 785,937 | $1.4B |
| 8 | BAILLIE GIFFORD CO | 1.55% | 785,507 | $1.4B |
| 9 | JANUS HENDERSON GROUP PLC | 1.04% | 526,626 | $911M |
| 10 | JPMORGAN CHASE CO | 0.95% | 482,024 | $780M |
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