Eleazar de Carvalho Filho
TechnipFMCAbout Eleazar de Carvalho Filho
Independent director of TechnipFMC plc (FTI), age 67, serving since 2017 with approximately 8 years of tenure; chairs the Environmental, Social, and Governance (ESG) Committee. Background includes founding partner roles at Virtus BR Partners (since May 2009) and Sinfonia Consultoria Financeira e Participações (since August 2012), CEO/Managing Partner of Unibanco Investment Bank (Apr 2008–Mar 2009), consultant to BHP Billiton Metais (2006–2011), and founding roles at Iposeira Capital (est. 2003) and STK Capital (est. 2010) . He is nominated for annual re‑election, with director terms expiring at the next AGM under FTI’s majority vote, annual election framework .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virtus BR Partners Assessoria Corporativa Ltda. | Founding Partner | Since May 2009 | Financial advisory; M&A and risk management expertise |
| Sinfonia Consultoria Financeira e Participações Ltda. | Founding Partner | Since Aug 2012 | Financial consulting; strategic finance |
| Unibanco Investment Bank | CEO & Managing Partner | Apr 2008–Mar 2009 | Executive leadership; capital markets |
| BHP Billiton Metais S.A. | Consultant | 2006–2011 | Industry insights; natural resources advisory |
| Iposeira Capital Ltda. | Founding Partner | Established 2003 | Independent advisory; asset management |
| STK Capital Gestora de Recursos Ltda. | Founding Partner | Established 2010 | Asset management; investment oversight |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Brookfield Renewable Corporation | Director | Current | Public company board service |
| Companhia Brasileira de Distribuição (Grupo Pão de Açúcar) | Director | Current | Public company board service |
| Brookfield Renewable Partners L.P. | Director | Former (past 5 years) | Prior public company board |
| Cnova N.V. | Director | Former (past 5 years) | Affiliate of CBD; prior board |
| Oi S.A. | Director | Former (past 5 years) | Prior board |
Board Governance
- Committee assignments: ESG Committee Chair; not listed on Audit or Compensation & Talent (C&T) committees in current slate .
- ESG Committee responsibilities: oversees corporate governance and sustainability practices; monitors compliance program; leads director nominations and independence evaluations; recommends committee assignments and Lead Independent Director; leads annual Board/committee performance evaluations .
- Meetings and attendance: Board met 4 times in 2024; ESG Committee held 4 meetings; he and all 2025 nominees attended 100% of Board and respective committee meetings in 2024 .
- Independence: Board affirmed all non‑executive directors are independent under NYSE standards; independence determinations reviewed transactions and relationships (none flagged for Carvalho Filho); eight of nine directors will be independent post‑AGM .
- Governance practices: regular executive sessions of independent directors; director retirement policy at age 72; director share ownership requirement (5× cash retainer) .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $105,000 | Standard non-executive director cash retainer |
| ESG Committee Chair fee | $15,000 | Annual chair fee for ESG |
| Committee meeting fees | $10,000 | $2,500 per committee meeting × 4 ESG meetings |
| Total fees earned (cash) | $130,000 | Sum of retainer + chair + meeting fees |
| All other compensation | $9,018 | Spousal travel |
Performance Compensation
| Equity Component | Grant Value | Vesting/Settlement | Change-in-Control Terms | Notes |
|---|---|---|---|---|
| Annual RSU grant | $185,000 | Vests after one year of service; settled in Ordinary Shares per director’s irrevocable election (1–10 years from grant or upon separation) | RSUs fully vest upon change in control; also vest on death or disability | RSU grants valued using $19.72 closing price on Feb 16, 2024 for disclosure; dividend equivalents accrue |
No performance-based equity awards (e.g., PSUs/options) are disclosed for non-executive directors; director equity is delivered via time-based RSUs per the Director Compensation program .
Other Directorships & Interlocks
- Interlocks/conflicts review: ESG Committee annually reviews related party transactions; since the beginning of 2024, no related person transactions above $120,000 were disclosed; independence review noted ordinary-course relationships for certain other directors but affirmed independence; Carvalho Filho not flagged .
Expertise & Qualifications
- Skills matrix: Finance/Accounting expertise; Sustainability/Emerging Technologies; International experience; Strategy/M&A; governance/legal; independent director; currently on two other public boards .
- Biography highlights: executive management and founding/managing partner experience in international investment organizations; risk management and M&A expertise; Brazil market experience—one of FTI’s principal markets .
Equity Ownership
| Ownership Item (as of Mar 3, 2025) | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 103,982 | Includes deferred vested RSUs; <1% of class |
| Percent of class | <1% | Based on 420,571,563 shares outstanding |
| Deferred vested Ordinary Shares (RSUs) | 46,391 | Director-elected settlement timing; no voting/disposition rights until distribution |
| Total outstanding RSUs | 55,772 | Held at Dec 31, 2024 |
| Vested but not settled RSUs | 46,391 | At Dec 31, 2024 |
| Ownership guideline compliance | Met | Directors must hold ≥5× annual cash retainer within 5 years; all directors compliant as of Dec 31, 2024 |
| Hedging/pledging | Prohibited | Insider Trading Compliance Policy prohibits hedging and pledging by directors |
Governance Assessment
- Board effectiveness: As ESG Committee Chair, Carvalho Filho oversees sustainability strategy and governance, director nominations/independence, compliance program, and Board/committee evaluations—core levers of board quality and risk oversight . ESG Committee certified 2024 sustainability scorecard performance and recommended a 115% payout factor incorporated into the annual incentive BPI, evidencing integration of ESG into pay programs .
- Independence and attendance: Affirmed independence and 100% attendance at Board and committee meetings in 2024—positive engagement signals .
- Ownership alignment: Meets director ownership guideline (≥5× cash retainer); holds substantial deferred RSUs aligned with long-term performance; company prohibits hedging/pledging .
- Director pay mix: Balanced cash and equity; 2024 program updated to increase cash retainer by $5,000 and annual equity grant by $10,000 to align with peer median; equity delivered via RSUs with deferral elections, reinforcing long-term alignment .
- Related-party/conflicts: No related person transactions disclosed for 2024; independence review did not flag Carvalho Filho; ESG Committee monitors conflicts and recusal per policy—low conflict risk .
- Shareholder signals: 2024 say‑on‑pay support at 86% indicates broad investor support for compensation governance; annual election under majority vote and independent committees bolster investor confidence .
- RED FLAGS: Modest “All Other Compensation” for spousal travel ($9,018) noted; no hedging/pledging allowed; no related‑party transactions disclosed; no attendance issues—overall limited red flags .