Michael Amalfitano
About Michael Amalfitano
Michael Amalfitano, 64, has served on Eve Holding, Inc.’s board since 2022. He is President & CEO of Embraer Executive Jets (since 2017), with 40+ years of leadership in business aviation and financial services. He holds a B.A. in Economics and a Master’s in Financial Management from Fairfield University. Amalfitano is a voting member of Embraer S.A.’s Executive Leadership Management Board and is not an independent director at EVEX given Embraer’s control and his executive role at Embraer .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Embraer Executive Jets | President & CEO | 2017–present | Leads global business (> $1.75B revenue; >1,800 aircraft fleet; >1,250 customers) |
| Stonebriar Commercial Finance | EVP, Sr. Managing Director, Business Aviation | Prior to Embraer | Led business aviation financing |
| Bank of America Merrill Lynch | Managing Director, Executive Head of Global Corporate Aircraft Finance | ~22 years | Led global corporate aircraft finance |
| GE Capital | Sales management | ~10 years | Commercial finance leadership |
External Roles
| Organization | Role | Type | Committees/Notes |
|---|---|---|---|
| Innventure, Inc. (NASDAQ: INV) | Public member, Board of Directors | Public company | Technology commercialization board role |
| General Aviation Manufacturers Association (GAMA) | Past Chairman; current Executive, Finance, Investment, Strategic Committees | Industry association | Multiple committee leadership roles |
| National Business Aviation Association (NBAA) | Immediate Past Chairman, Advisory Council; prior Board member; Leadership Council | Industry association | Advisory and leadership roles |
| Embry-Riddle Aeronautical University (ERAU) | Board of Trustees | Non-profit/Academic | Finance & Investment Committees |
| Corporate Angel Network (CAN) | Board Member | Non-profit | Board service |
Board Governance
- Independence status: EVEX is a controlled company under NYSE rules, with Embraer holding >50% voting power; independent directors are Blakey, Cordón, Eremenko, and Pedreiro. Amalfitano is not identified as independent (he is an Embraer executive) .
- Committee assignments: Amalfitano is not listed on the Audit Committee (Pedreiro chair; members Blakey, Cordón) nor the Compensation Committee (Blakey chair; members Pedreiro, Eremenko, DeMuro) .
- Nominating/governance: No standing nominating/governance committee; board performs those functions under controlled company exemptions .
- Attendance: The board held 9 meetings in FY2024; each incumbent director attended at least 75% of board and applicable committee meetings .
- Board leadership: Chairperson is Luis Carlos Affonso; CEO is Johann Bordais; roles are separated .
- Related-party oversight: Audit Committee oversees related person transactions per policy and charter .
Fixed Compensation
| Item | Amount/Terms | Notes |
|---|---|---|
| Annual director cash retainer | $60,000 | For non-employee directors excluding Affonso and Amalfitano |
| Audit Committee Chair fee | $25,000 | Additional cash retainer |
| Compensation Committee Chair fee | $20,000 | Additional cash retainer |
| Annual RSU grant (directors) | $150,000 grant-date value; 28,249 RSUs at $5.31; vest 1 year | Excludes Affonso and Amalfitano |
| Amalfitano board compensation | $0 (no cash or equity) | Director does not receive compensation for board service |
Performance Compensation
| Component | Metrics | Vesting | Amount/Structure |
|---|---|---|---|
| Annual director equity | None (time-based RSUs) | 1-year cliff vest | $150,000 grant-date value; 28,249 RSUs at $5.31 (excludes Amalfitano) |
EVEX does not disclose performance-based metrics for director compensation; awards are time-based RSUs for eligible non-employee directors, while Amalfitano receives no director pay .
Other Directorships & Interlocks
- Public company directorship: Innventure, Inc. (NASDAQ: INV) .
- Embraer interlock/conflict: Amalfitano is Embraer Executive Jets CEO; EVEX has extensive related-party arrangements with Embraer, including $82.8M fees under the Master Services Agreement in 2024, $1.08M shared services fees, lease of Embraer’s Taubaté facility (~$607k in 2024), and a 2024 private placement where Embraer purchased 7.5M EVEX shares and received 1.5M penny warrants ($30M proceeds to Embraer) .
- Governance overlay: Stockholders Agreement grants Embraer proportional board and committee representation rights and consent rights over major actions while holding specified ownership thresholds .
Expertise & Qualifications
- Finance and aviation leadership: Decades of aircraft finance and executive aviation experience (GE Capital, BAML, Stonebriar, Embraer Executive Jets CEO) .
- Industry governance: Leadership roles at GAMA and NBAA; trustee at ERAU; board member at CAN .
- Education: B.A. Economics; Master’s in Financial Management, Fairfield University .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Michael Amalfitano | 9,676 | <1% | Joint account with spouse |
- Hedging and pledging: Company policy prohibits directors from hedging or pledging EVEX or Embraer securities .
- Options: EVEX indicates no option grants under current equity practices (focus on RSUs) .
Governance Assessment
- Conflicts and independence: RED FLAG — Amalfitano is an Embraer executive at a controlled company where Embraer is the dominant stockholder, service provider, landlord, and capital provider, creating structural conflicts and influence risks; Amalfitano is not classified as independent .
- Committee insulation: Positive — Amalfitano is not on Audit or Compensation Committees, which reduces direct influence over financial reporting and executive pay; Audit Committee is fully independent and oversees related-party transactions .
- Attendance and engagement: Minimum threshold met (≥75%); lack of specific attendance percentages limits assessment granularity .
- Pay alignment: Neutral/positive — Amalfitano receives no EVEX director compensation, limiting pay-related conflicts; however, his economic alignment to EVEX is modest (9,676 shares), and his primary incentives likely align with Embraer .
- Governance structure risks: RED FLAG — No nominating/governance committee; Embraer has proportional nomination and consent rights; substantial recurring related-party spend and facility lease elevate conflict risk .
- Policy safeguards: Positive — Prohibitions on hedging/pledging and clawback policies (executives) support governance hygiene, though clawbacks are focused on executive incentive pay (not directors) .