Eliane Aleixo Lustosa de Andrade
Bunge GlobalAbout Eliane Aleixo Lustosa de Andrade
Independent director at Bunge Global SA (BG) since 2022; age 62. Ph.D. in Finance, M.A. and B.A. in Economics from Pontifical Catholic University of Rio de Janeiro (PUC‑Rio), where she later served as a professor of microeconomics and international relations. Former Managing Director at the Brazilian Development Bank (BNDES), responsible for capital markets and execution of the Brazilian Privatization Program; prior senior roles include Managing Director at LLX Logística (Prumo), Abril Group S.A., Globex Utilidades S.A., and CIO of the Petrobras Employee Pension Fund. Holds board certificates from Competent Boards (Global ESG & Climate) and the Brazilian Institute of Corporate Governance, where she also teaches corporate governance; referee at the Brazilian Arbitration Chamber of Novo Mercado (B3) and member of the Bluebell Index advisory board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BNDES (Brazilian Development Bank) | Managing Director; responsible for capital markets and Brazilian Privatization Program | Not disclosed | Capital markets oversight; privatization execution |
| LLX Logística S.A. (now Prumo Logística S.A.) | Managing Director | Not disclosed | Infrastructure/logistics leadership |
| Abril Group S.A. | Managing Director | Not disclosed | Media/industrial oversight |
| Globex Utilidades S.A. | Managing Director | Not disclosed | Consumer/retail operations |
| Petrobras Employee Pension Fund | Chief Investment Officer | Not disclosed | Institutional investment management |
| PUC‑Rio | Professor (microeconomics, international relations) | Not disclosed | Academic instruction |
| Brazilian Arbitration Chamber (B3 Novo Mercado) | Referee | Since 2004 | Market integrity/arbitration |
| Bluebell Index | Advisory Board Member | Not disclosed | Index advisory |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Grupo CCR S.A. | Director | 2020–Present | Not disclosed |
| BrasilAgro S.A. | Director | 2021–Present | Not disclosed |
| Aegea Saneamento S.A. | Director | 2022–Present | Not disclosed |
Board Governance
- Independence: Determined independent under NYSE standards; Board reviewed ordinary‑course relationships and deemed immaterial/arm’s‑length, maintaining independence .
- Committees: Audit; Sustainability & Corporate Responsibility (member; not a chair) .
- 2024 committee meeting cadence: Audit (8), SCRC (4); all chaired by independent directors .
- Attendance: All directors serving in 2024 attended over ~99% of combined Board/committee meetings; directors attended the 2024 AGM .
- Tenure: Director since 2022; skills include Financial, Risk Management, Global Business Expertise, Government & Public Policy .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (program level) | $150,000 | Program retainer for non‑employee directors; increased by $50,000 effective 2024 |
| Committee fees (member) | Audit $10,000; Other committees $0 | Audit member fee; other committees have no member fees |
| Committee chair fees | Audit $25,000; Other committees $20,000 | Not applicable to Andrade (not a chair) |
| Meeting fees | $1,000 per meeting above 10/year | If Board or committee meetings exceed 10/year |
| Fees earned (actual, 2024) | $141,319 | Reported in Director Compensation Table |
Performance Compensation
| Equity Element | Grant Details | Vesting | 2024 Grant Value |
|---|---|---|---|
| Restricted Stock Units (RSUs) | 1,947 RSUs granted to non‑employee directors on May 15, 2024 (average high/low price $102.70) | Generally vest at the first AGM following grant, subject to continued service | $199,957 (grant‑date fair value) |
| Chair supplemental equity (if applicable) | Not applicable | — | — |
| Options | None outstanding; company does not grant options to directors under 2017 NED Plan | — | — |
Plan terms: 2017 NED Plan caps director equity payable in registered shares at $540,000/year; change‑in‑control acceleration if awards not assumed or service ends within one year post‑CoC; unvested RSUs generally vest at next AGM; total plan capacity 320,000 shares, 188,358 granted as of Dec 31, 2024 (incl. dividend equivalents) .
Other Directorships & Interlocks
| External Board | Industry Exposure | Potential Interlock Risk | Board Determination |
|---|---|---|---|
| CCR S.A.; BrasilAgro S.A.; Aegea Saneamento S.A. | Infrastructure; agriculture; water/sanitation | BG noted some directors (including Andrade) serve as non‑employee directors/trustees/advisors of companies with ordinary‑course transactions with BG | Reviewed and deemed arm’s‑length/immaterial; independence maintained |
Expertise & Qualifications
- Financial and capital markets expertise; risk management; global business; public policy/regulatory; deep South American capital/energy market knowledge .
- ESG/governance credentials (Competent Boards; IBGC), sustainability oversight via SCRC membership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Eliane Aleixo Lustosa de Andrade | 2,496 | * (<1%) | Beneficial ownership excludes unvested RSUs; percent based on 133,968,048 shares outstanding as of Mar 14, 2025 |
| Unvested RSUs outstanding (Dec 31, 2024) | 1,947 | — | Annual 2024 RSU grant; unvested at year‑end; excludes dividend equivalents |
| Hedging/pledging | Prohibited | — | No short sales, hedging, margin accounts, or pledging allowed for directors |
| Ownership guidelines | 5× cash retainer ($750,000) within 5 years of initial election; hold 100% of net shares until met | — | Unvested RSUs do not count toward guidelines |
Governance Assessment
- Board effectiveness: Andrade’s finance and risk background aligns with Audit and SCRC oversight; high overall attendance and structured executive sessions support robust independent oversight .
- Alignment: Director pay mix includes material equity (RSUs) with ownership guidelines requiring meaningful share accumulation; hedging/pledging prohibitions strengthen alignment .
- Independence and conflicts: The Board explicitly reviewed ordinary‑course relationships linked to external boards and found them immaterial and arm’s‑length; Andrade remains independent .
- Shareholder signals: Strong say‑on‑pay support (96.7% in 2024) and active shareholder engagement program indicate constructive governance posture; HRCC uses independent consultant (Semler Brossy), which also advises on director pay practices .
RED FLAGS (none disclosed):
- No related‑party transactions involving Andrade disclosed; no pledging/hedging permitted; no option repricing; high meeting attendance; independence affirmed under NYSE standards .