Sergio Pedreiro
About Sergio Pedreiro
Independent director since 2022; age 59. Currently Chair of the Audit Committee and member of the Compensation Committee; designated an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K. Education: B.S. in Aeronautical Engineering (Instituto Tecnológico de Aeronáutica) and MBA (Stanford University). EVEX is a controlled company under NYSE rules; Board determined Pedreiro is independent. Attendance: the Board met 9 times in 2024 and each incumbent director attended at least 75% of aggregate Board and applicable committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Revlon, Inc. | Chief Operating Officer | Jan 2020–Nov 2020 | Senior operating leadership in consumer products |
| Estre Ambiental Inc. | Chief Executive Officer | May 2015–Dec 2019 | Led Latin American waste management company |
| BTG Pactual (Private Equity) | Associate Partner | Apr 2014–Dec 2018 | Private equity investment leadership |
| Coty Inc. (NYSE: COTY) | Chief Financial Officer | Feb 2009–Mar 2014 | Led mid‑2013 IPO (~$1B proceeds) |
| América Latina Logística S.A. | Chief Financial Officer | Jan 2002–Dec 2008 | Took company public on B3 in 2004 |
| Advanced Disposal Inc. | Director | 2016–2017 | Board service during IPO |
| McKinsey & Company (Brazil) | Consultant | Early career | Strategy/operations foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ashland, Inc. | Director | Current | Public company board service |
| Advanced Disposal Inc. | Director | 2016–2017 | U.S. waste management; IPO during his tenure |
Board Governance
- Committee assignments: Audit Committee Chair and member; Compensation Committee member. Audit members: Pedreiro (Chair), Marion C. Blakey, María Cordón; all Audit members independent under NYSE and Rule 10A‑3. Compensation members: Blakey (Chair), Pedreiro, Paul Eremenko, Gerard J. DeMuro (not independent).
- Independence: EVEX avails itself of controlled company exemptions, but Board determined Pedreiro is independent.
- Attendance: Board held 9 meetings in FY2024; each incumbent director attended ≥75% of aggregate Board and committee meetings.
- Audit Committee remit includes oversight of financial reporting, auditor independence, pre‑approval of audit/non‑audit services, and review of related‑party transactions under the Related Person Transactions Policy.
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | $5,000/month for non‑employee directors (excludes Affonso, Amalfitano) |
| Audit Committee Chair fee | $25,000 | Chair premium |
| Total cash fees | $85,000 | Pedreiro’s “Fees earned or paid in cash” line item |
Performance Compensation
| Equity Award | Grant date | Shares/Units | Grant value (USD) | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU grant | FY2024 | 28,249 units | $151,132 | Vests on first anniversary of grant | Non‑employee directors receive RSUs with FMV ~$150,000; RSU fair value per share $5.35; share count calculated at $5.31 reference price |
- Performance metrics: No director performance metrics disclosed for equity (time‑based vesting).
- Options: None; EVEX does not currently grant stock options, SARs or similar instruments in its equity program.
Other Directorships & Interlocks
| Entity | Relationship | Governance Consideration |
|---|---|---|
| Embraer Aircraft Holding, Inc. (EAH) | Controlling stockholder with 82.8% beneficial ownership; rights to nominate directors proportionally, appoint proportional committee reps, and designate Board chair while thresholds met; consent rights on major actions while ≥35% ownership | Controlled company status under NYSE; potential influence over Board composition and committees; requires heightened Audit oversight of related‑party transactions |
| Acciona Logistica | Strategic Warrant Agreement; right to designate a Class I director (María Cordón) | Adds strategic investor influence and designated director |
Related‑party exposure: EVEX recorded $82.8M under Embraer MSA (development/certification/manufacturing support), $3.6M under Atech MSA (UATM development), and $1.1M under Shared Services Agreement in 2024; additional lease and warehouse agreements and a 2024 private placement with Embraer ($30M gross proceeds to EVEX). Audit Committee oversees related‑party policy; certain pre‑existing agreements have standing pre‑approval.
Expertise & Qualifications
- Audit and finance depth: Former CFO at Coty (IPO ~$1B) and América Latina Logística; COO at Revlon; CEO in waste management; private equity experience at BTG Pactual. Designated “audit committee financial expert.”
- Technical background: Aeronautical engineering degree; MBA (Stanford).
- Board qualifications: International finance, IPO execution, operational leadership across industries.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Sergio Pedreiro | 30,000 | <1% | Director holdings per beneficial ownership table |
- Hedging/pledging: Company Insider Trading Policy prohibits hedging and pledging of EVEX and Embraer securities, including margin accounts.
- Ownership guidelines: Not disclosed for directors.
Governance Assessment
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Positives
- Independent status with deep CFO/COO background; designated audit financial expert—well‑suited to chair Audit and oversee complex related‑party landscape.
- Strong attendance (≥75% for incumbents) and clear committee charters; Audit pre‑approval and RPT oversight processes in place.
- Director compensation mix balances cash ($85k for Audit Chair) and equity (~$151k RSUs), supporting alignment through equity exposure.
-
Red Flags / Watch Items
- Controlled company structure: EAH holds 82.8% and retains proportional nomination/committee rights and consent over major actions—potential to dilute independent influence; necessitates robust Audit Committee vigilance.
- Extensive related‑party transactions with Embraer/Atech/Shared Services and facility lease; standing pre‑approval for pre‑existing agreements may reduce transaction‑by‑transaction scrutiny—monitor Audit Committee’s RPT reviews and disclosures.
- Compensation Committee includes one non‑independent member (DeMuro), permissible under controlled company exemptions—watch potential perceived conflicts in executive pay determinations.
-
Alignment signals
- Equity grant to directors is time‑based RSUs vesting one year, providing short‑term alignment but no performance conditions; consider whether multi‑year or performance‑conditioned director equity would enhance long‑term alignment.
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Investor confidence implications
- Pedreiro’s audit leadership and financial expertise are positives amid heavy RPTs and controlled governance; continuous transparent reporting on Embraer‑linked transactions and strict adherence to pre‑approval and independence standards remain critical to mitigate conflict concerns.