Felipe Dutra
About Felipe Dutra
Felipe Dutra (age 59) is a new Class I director nominee to serve a three‑year term ending in 2028 and has been determined by the Board to be independent under NYSE rules and the Company’s Corporate Governance Guidelines . He is the Founding Investor and Chairman of Waldencast PLC (NASDAQ: WALD) since 2021, and previously served as CFO of Anheuser‑Busch InBev (2004–2020) and CFO of Ambev (1999–2004), with earlier treasury and operations roles at Cervejaria Brahma; he holds a degree in Economics from Candido Mendes and an MBA in Controlling from Universidade de São Paulo .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anheuser‑Busch InBev | Chief Financial Officer; added Chief Technology Officer responsibilities in 2014 | 2004–2020 | Led complex global operations, M&A, and business integration for international consumer brands |
| Ambev (Cervejaria Brahma predecessor) | Chief Financial Officer; prior treasury and operations roles | CFO 1999–2004; earlier roles prior to 1999 | Drove finance, operations, and pre‑merger integration leading to creation of InBev |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Waldencast PLC (NASDAQ: WALD) | Founding Investor and Chairman | 2021 | Global beauty/wellness platform incubating Milk Makeup and Obagi Skincare |
Board Governance
- Election and class: Nominee to be elected as a Class I director for a three‑year term to 2028; committee assignments will be determined post‑election .
- Independence: Board affirmatively determined Dutra (and all nominees) meet NYSE and Company independence criteria .
- Attendance expectations: Directors are expected to attend all Board and committee meetings; in 2024 each then‑current director attended at least 75% of meetings during their service period (Dutra was not yet on the Board) .
- Board structure: Board maintains separate CEO, Executive Chairman, and Lead Independent Director roles; committees (Audit & Finance, Nominating & Corporate Governance, People, Culture & Compensation) are comprised entirely of independent directors; the Integration Committee is the exception .
- Stockholder engagement: Formal process for stockholder communications with the Board via Corporate Secretary; ongoing management/Board engagement with investors on governance, capital allocation, leverage, and executive compensation .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $85,000 | Payable quarterly; plus $1,500 per meeting after the 20th Board meeting |
| Annual equity (restricted stock) | $200,000 | Directors may elect to defer up to 100% into deferred stock units (cash/stock mix at end of service) |
| Committee member fees | Audit & Finance: $15,000; Nominating & Corporate Governance: $10,000; People, Culture & Compensation: $10,000 | Excludes chair uplifts |
| Chair uplifts | Audit & Finance Chair: $30,000; Nominating & Corporate Governance Chair: $20,000; People, Culture & Compensation Chair: $25,000 | Additional to member fees |
| Lead Independent Director fee | $125,000 | Annual |
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Director annual equity grant | $200,000 in restricted stock (or deferred stock units if elected) | No performance metrics disclosed for director grants; time‑based restricted stock only |
Other Directorships & Interlocks
- Current public company board: Waldencast PLC (Chairman) .
- Compensation committee interlocks: Company disclosed no interlocks or insider participation for its People, Culture & Compensation Committee during 2024; this pertains to directors serving then and underscores committee independence .
- Related party transactions: Company reported no transactions requiring disclosure with directors or their related persons during 2024 through the filing date .
Expertise & Qualifications
- Global finance and operations leader with extensive M&A and integration experience across large-scale consumer brands .
- Strong financial acumen, brand growth focus, and technology oversight in prior CTO‑linked responsibilities at AB InBev .
- Academic credentials in economics and controlling (Candido Mendes; Universidade de São Paulo), aligning with audit/finance oversight skillsets .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Ownership % of Outstanding | Notes |
|---|---|---|---|
| April 28, 2025 | — | — | No beneficial ownership reported for Dutra in proxy’s director/nominee table (new nominee) |
- Director stock ownership guidelines: Non‑employee directors must accumulate stock equal to at least 5× the annual cash retainer within five years of becoming a director; directors may not sell below guideline compliance; all directors are in compliance or expected to meet guidelines in the time frame .
- Anti‑hedging/pledging: Hedging transactions are prohibited; pledging and holding securities in margin accounts are prohibited under Company trading/securities policies .
Governance Assessment
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Positives:
- Independence affirmed; expected to strengthen Board financial, integration, and brand growth expertise .
- Director pay structure blends cash retainer with meaningful equity, supporting alignment with stockholders; ownership guidelines add discipline .
- No related party transactions disclosed; committee interlocks absent, supporting governance quality .
-
Watch items / potential signals:
- Nomination via Cooperation Agreement with Dendur Capital LP (stockholder), which includes standstill terms and Dendur’s right to propose a replacement for Dutra/Hoffman if a vacancy occurs during the standstill period; monitor for activist influence while noting Board’s independence determination .
- No reported share ownership as of the record date (typical for a new nominee); observe pace of guideline compliance and equity grant receipt post‑election to assess alignment trajectory .
- Committee assignments not yet disclosed; track final placement for audit, compensation, or governance oversight impact .
Overall, Dutra’s deep CFO/M&A background and external chair role at Waldencast should enhance Board effectiveness in finance and integration post‑merger, with standard director compensation/ownership structures and anti‑hedging policies supporting investor alignment; activist‑linked nomination terms warrant ongoing monitoring for independence optics .