Gerard J. DeMuro

About Gerard J. DeMuro

Gerard (“Jerry”) J. DeMuro, 69, has served on EVEX’s Board since 2023. He was Co‑CEO (Sep 2021–Oct 2023) and later EVP, Corporate Development (until Jan 2024), instrumental in Eve’s SPAC listing that raised ~$400 million, and currently serves as an independent director of Mercury Systems, Inc.; he previously served as President & CEO of BAE Systems, Inc. and in senior roles at General Dynamics. He holds an M.B.A. from Fairleigh Dickinson University and a B.A. from the University of Pittsburgh .

Past Roles

External Roles

Board Governance

• Classification and tenure: Class III director; term extended at May 22, 2025 annual meeting to expire at 2028 annual meeting .
• Independence: EVEX is a controlled company under NYSE rules; EVEX’s board determined DeMuro is not independent (he sits on Compensation Committee, which is not fully independent) .
• Committee assignments: Member, Compensation Committee; chair is Marion C. Blakey. Audit Committee members are Sergio Pedreiro (Chair), Marion Blakey, and (after May 12, 2025 resignation of María Cordón) Paul Eremenko .
• Board leadership: Chairperson of the Board is Luis Carlos Affonso; CEO is Johann Bordais .
• Attendance: Board met 9 times in FY2024; all incumbents attended at least 75% of board and committee meetings; FY2023 board met 11 times; same attendance standard achieved .

Fixed Compensation

Performance Compensation

Note: EVEX states it does not currently grant stock options/SARs as part of its equity compensation program .

Other Directorships & Interlocks

• Current public company board: Mercury Systems, Inc. (independent director) .
• Prior SPAC involvement: Independent director at Zanite; under the May 9, 2022 Stockholders Agreement, he was selected in Oct 2023 as a designee to fill a board vacancy at EVEX (sponsor rights) .
• Controlled company dynamics: Embraer Aircraft Holding, Inc. (EAH) holds 82.8% as of April 2, 2025 and has extensive nomination and committee representation rights; EAH can veto certain major actions above a 35% threshold .

Expertise & Qualifications

• Aerospace/Defense leadership: Former CEO of BAE Systems, Inc.; senior leadership at General Dynamics (IS&T) .
• Capital markets and transaction execution: Led Eve’s SPAC listing, raising ~$400 million from strategic investors .
• Education: M.B.A., Fairleigh Dickinson University; B.A., University of Pittsburgh .

Equity Ownership

• Director stock ownership policy: Non‑employee directors must own shares equal to 5× the annual cash retainer within five years of joining the Board (compliance status not disclosed) .
• Hedging/pledging: Company policy prohibits hedging and pledging of EVEX or Embraer securities by directors/officers/employees .

Signals from Shareholder Voting (2025 Annual Meeting)

• Observation: DeMuro received a higher “withhold” count than other Class III nominees (~2.09M vs ~1.09–1.23M), a potential signal of shareholder sensitivity to independence/committee composition and prior executive ties .

Governance Assessment

• Independence and committee composition: DeMuro is explicitly classified as not independent and serves on the Compensation Committee, which is not fully independent under NYSE’s controlled company exemptions—this is a governance quality headwind and potential conflict given his recent executive role (EVP through Jan 2024) .
• Ownership alignment: He holds 521,817 shares; EVEX prohibits hedging/pledging and requires directors to meet ownership guidelines (5× retainer) within five years, supporting alignment, although specific compliance status is not disclosed .
• Engagement: Attendance met ≥75% threshold; he was re‑elected in 2025, but with comparatively elevated withhold votes—monitor future ballots for continued shareholder scrutiny .
• Related‑party exposure: No DeMuro‑specific related‑party transactions disclosed. EVEX has extensive related‑party agreements with Embraer (MSA, shared services, leases), which are reviewed under the Audit Committee charter and related‑party policy; these structural ties underscore the importance of independent oversight on audit/compensation committees .

RED FLAGS

• Not independent; sits on Compensation Committee not composed exclusively of independent directors .
• Recent executive status (EVP through Jan 2024) while overseeing compensation matters may raise perceived conflicts for pay‑for‑performance oversight .
• Elevated withhold vote vs peers at 2025 annual meeting suggests investor concerns about governance alignment .

Positive Signals

• Clear prohibition on hedging/pledging and adoption of clawback policy (including Dodd‑Frank compliant supplemental clawback in 2023) .
• Director ownership guidelines (5× retainer within five years) and simple, time‑based RSUs for directors (no options) reduce risk of misaligned incentives .

Ratification of auditor (KPMG) passed overwhelmingly; Audit Committee composition updated after a director resignation, indicating responsiveness to committee capacity .

All information above is drawn from EVEX’s DEF 14A (2025, 2024) and Form 8‑K filings; specific citations are included throughout. **[1823652_0001554855-25-000311_evex-20250409.htm:2]** **[1823652_0001554855-25-000311_evex-20250409.htm:5]** **[1823652_0001554855-25-000311_evex-20250409.htm:9]** **[1823652_0001554855-25-000311_evex-20250409.htm:12]** **[1823652_0001554855-25-000311_evex-20250409.htm:19]** **[1823652_0001554855-25-000311_evex-20250409.htm:24]** **[1823652_0001554855-24-000255_MainDocument.htm:12]** **[1823652_0001554855-24-000255_MainDocument.htm:19]** **[1823652_0001554855-24-000255_MainDocument.htm:29]** **[1823652_0001554855-25-000609_evex-20250522.htm:1]** **[1823652_0001554855-25-000508_evex-20250512.htm:1]**