Luis Carlos Affonso
About Luis Carlos Affonso
Luis Carlos Affonso, age 64, has served on Eve Holding, Inc.’s Board since 2022 and currently chairs the Board; he is not classified as an independent director under NYSE rules . He is a career aeronautical executive at Embraer S.A., leading Engineering and Technology across Commercial, Executive, Defense and Services units; education includes aeronautical engineering (ITA), a master’s in International Business Administration (FIA), and executive programs at Michigan Ross and MIT Sloan . In FY2024, the Board met nine times and each incumbent director attended at least 75% of applicable meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Embraer S.A. | Aeronautical Engineer → VP Engineering & Chief Engineer; later Program Mgmt head; E-Jets Program VP | Joined Jan 1983; VP Eng. at age 34 (1995); E-Jets to entry into service 2004–2005 | Led ERJ145 development/certification; created Program Mgmt function; advanced Embraer’s airline market position |
| Embraer Executive Jets | President & CEO | 2005–2011 | Launched six products (Phenom 100/300; Legacy 450/500/650; Lineage 1000); scaled sales/service; revenue growth from ~$250m to ~$1.25b |
| Embraer Commercial Aviation | Chief Operating Officer | 2011–2017 | Oversaw assembly line; developed E-Jets E2; expanded support/services; E2 named PMI 2019 Project of the Year |
| Embraer Corporate | SVP Corporate Strategy, Innovation & Digital Transformation | 2017–2020 | Founded EmbraerX; conceptualized and created EVE UAM; built innovation governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brazilian General Aviation Association | Board Member | Not specified | Industry association role |
| General Aviation Manufacturers Association (GAMA) | Board Member | Not specified | U.S. industry association |
| OGMA – Indústria Aeronáutica de Portugal | Board Member | Not specified | Aerospace manufacturer board role |
| EmbraerPrev (Embraer employees’ pension fund) | Board Member | Not specified | Pension fund governance |
| Atech – Negócios em Tecnologias S.A. | Board Member | Until June 2023 | Air Traffic Mgmt systems developer |
| Vale S.A. | Member, Innovation Committee | Until April 2024 | Large public mining company (committee role, not board) |
| ANPEI (National Association of Innovative Companies R&D) | Superior Board of Directors member | Current | Fosters aerospace innovation |
Board Governance
- Role: Chairperson of the Board; CEO is separate (Johann Bordais), consistent with the company’s stated preference for separated roles .
- Independence: Company is a “controlled company” under NYSE rules and is exempt from certain committee requirements; EVEX identifies four independent directors (Blakey, Cordón, Eremenko, Pedreiro) and does not list Affonso as independent .
- Committee structure: EVEX has standing Audit and Compensation Committees; no standing Nominating/Governance Committee (board performs those functions) .
- Committee assignments for Affonso: Not listed as a member of the Audit Committee (Pedreiro, Blakey, Cordón) or Compensation Committee (Blakey, Pedreiro, Eremenko, DeMuro) .
- Attendance: Board held nine meetings in FY2024; each incumbent director attended at least 75% of applicable meetings .
| Governance Item | Status |
|---|---|
| Board Chair | Luis Carlos Affonso (non-independent) |
| Lead Independent Director | Not disclosed |
| Audit Committee | Members: Pedreiro (Chair), Blakey, Cordón; Affonso not a member |
| Compensation Committee | Members: Blakey (Chair), Pedreiro, Eremenko, DeMuro; Affonso not a member |
| Nominating/Governance Committee | None; board fulfills function (controlled company exemption) |
| Independence | Controlled company; 4 of 7 directors independent; Affonso not listed independent |
| Attendance FY2024 | ≥75% for each incumbent director |
Fixed Compensation
Affonso receives no director compensation (cash or equity) from EVEX, per policy excluding Messrs. Affonso and Amalfitano from standard director pay .
| Component (FY2024) | Amount ($) |
|---|---|
| Annual cash retainer | $0 |
| Committee chair fees | $0 |
| Equity grant (RSUs, grant-date fair value) | $0 |
| Total | $0 |
Reference policy for other non-employee directors (excluding Affonso and Amalfitano): $60,000 annual cash retainer; RSUs with fair market value of $150,000 (28,249 RSUs at $5.31–$5.35 per share, vesting after one year); Audit Chair +$25,000; Compensation Chair +$20,000 .
Performance Compensation
- EVEX does not grant options or similar instruments as part of the equity program; director equity for non-excluded directors is time-based RSUs, not performance-based. Affonso receives no director equity grants; therefore, no director performance metrics apply to his pay .
| Performance Metric | Applies to Affonso’s Director Compensation? |
|---|---|
| Revenue/EBITDA/TSR targets | No (no director equity awarded) |
| Clawbacks (company-wide policy) | Applies to executive incentive comp; director pay not performance-based |
Other Directorships & Interlocks
- Embraer affiliation: Affonso is a senior Embraer executive; Embraer Aircraft Holding, Inc. (EAH) is EVEX’s controlling stockholder (82.8% ownership) and has extensive commercial relationships with EVEX .
- Committee and board designation rights: Under the Stockholders Agreement, EAH has proportional rights to nominate directors and appoint committee representatives; with ≥20% ownership of Zanite, EAH can designate EVEX’s board chair—context for Affonso’s chair role .
- Related-party transactions (FY2024): EVEX incurred $82,815,353 under the Embraer Master Services Agreement; $1,081,248 under a Shared Services Agreement with Embraer/EAH; $607,000 lease payments for Embraer’s Taubaté facility; and $815,000 under an inventory transfer Letter of Agreement. EVEX also incurred $3,626,141 under an Atech Master Services Agreement; Affonso previously served on Atech’s board until June 2023 .
- Controlled company exemptions: EVEX does not have a nominating/governance committee; the Compensation Committee includes one non-independent member (DeMuro), reflecting governance exemptions .
| Counterparty | Agreement | FY2024 Amount ($) | Notes |
|---|---|---|---|
| Embraer (EAH affiliates) | Master Services Agreement | 82,815,353 | Development/certification/manufacturing support |
| Embraer/EAH | Shared Services Agreement | 1,081,248 | Admin/back-office services |
| Embraer | Lease (Taubaté facility) | 607,000 | eVTOL production facility |
| Embraer | Letter of Agreement (inventory transfer) | 815,000 | Warehouse/IT reimbursements |
| Atech | Master Services Agreement | 3,626,141 | Urban ATM system development; Affonso former Atech board member (to Jun-2023) |
Expertise & Qualifications
- Technical: Aeronautical engineering; program management; aircraft certification; eVTOL conceptualization (EVE UAM) .
- Leadership: Business unit CEO (Executive Jets), COO (Commercial Aviation), corporate strategy and digital transformation .
- Education: ITA (aeronautical engineering), FIA master’s in International Business Administration; executive programs at Michigan Ross and MIT Sloan .
Equity Ownership
- Beneficial ownership: The proxy lists no EVEX common shares owned by Affonso; percentage of outstanding is effectively 0% as of April 2, 2025 .
| Holder | Shares | % Outstanding |
|---|---|---|
| Luis Carlos Affonso | 0 | 0% (none listed) |
| Shares outstanding (record date) | 297,644,298 | — |
- Hedging/Pledging: Company insider trading policy prohibits hedging and pledging of EVEX and Embraer securities by directors, officers, and employees .
Governance Assessment
- Board effectiveness: Affonso brings deep aerospace engineering and program leadership experience, beneficial for technical oversight of EVEX’s eVTOL roadmap. Separation of CEO and Chair enhances oversight structurally, but the chair’s non-independent status tempers the benefit .
- Independence and conflicts: EVEX is a controlled company with EAH at 82.8% ownership; EAH’s rights include nominating directors, appointing committee representatives, and designating the board chair. Affonso’s senior executive role at Embraer and EVEX’s material RPTs with Embraer (~$85m+ combined in FY2024) present an ongoing conflict-of-interest risk that requires robust Audit Committee oversight and strict adherence to the Related Person Transactions Policy .
- Committee structure: Affonso is not on Audit or Compensation committees; EVEX avails controlled company exemptions and has no nominating/governance committee, potentially limiting independent oversight of board composition and pay practices. Compensation Committee includes a non-independent member (DeMuro) from prior management, a governance caution for pay decisions .
- Director pay and alignment: Affonso receives no director cash or RSU compensation and holds no disclosed EVEX shares, reducing direct “skin-in-the-game” alignment with minority shareholders. Alignment may be indirect via Embraer’s controlling stake, but this prioritizes Embraer’s interests, not necessarily minority holders .
- Attendance: Minimum attendance threshold met across incumbents; board met nine times in FY2024, indicating active scheduling cadence .
RED FLAGS:
- Non-independent Chair with senior role at controlling shareholder (Embraer) .
- Extensive related-party spend with Embraer/Atech; historical Atech board seat increases perceived conflict risk .
- Controlled company exemptions: no nominating/governance committee; Compensation Committee includes a non-independent member .
- No disclosed personal EVEX share ownership for Affonso; zero director compensation may reduce personal financial alignment with EVEX minority shareholders .
Overall signal: Strong technical stewardship but meaningful governance conflict risk given Embraer control and RPTs. Investors should monitor Audit Committee reviews of RPTs, board independence balance, and any evolution toward independent chair or enhanced governance structures to mitigate conflicts .