Jackson Schneider
About Jackson Schneider
Independent director (Class II) since December 2023; age 61. Background includes President & CEO of Embraer Defense & Security (2014–2022), adjunct senior professor at Columbia University, prior senior roles at Mercedes‑Benz Do Brasil/Daimler-Chrysler and Unilever do Brasil. Education: law degree (UFRGS/UNB, 1982–1986) and MBA (Business School São Paulo with Rotman) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Embraer Defense & Security | President & CEO | Jan 2014–Nov 2022 | Led Latin America aerospace & defense business |
| King’s College London (Dept. of War Studies) | Visiting Senior Research Fellow (non-resident) | Aug 2020–Aug 2022 | Research fellow |
| Mercedes‑Benz Do Brasil, Daimler‑Chrysler | Senior management positions | Prior to 2014 | Operations/management roles |
| Unilever do Brasil | Senior management positions | Prior to 2014 | Operations/management roles |
| Tempest S.A.; Visiona Tecnologia Aerospacial S.A.; OGMA (Portugal Aerospace Industry) | Director | Served until Apr 2023 | Board roles affiliated with Embraer |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Sonda Tecnologias (Brazil) | Advisory board/board | Current | External board/advisory role |
| Abra Aviation Group (London) | Advisory board/board | Current | External board/advisory role |
| CBMM (Brazil) | Advisory board/board | Current | External board/advisory role |
| Mercedes‑Benz Do Brasil | Board/advisory | Current | External role at major OEM subsidiary |
| Federation of Industries of the State of São Paulo | President, Superior Council for Trade and Commerce | Current | Industry association leadership |
Board Governance
- Board class: Class II; term expires at 2026 annual meeting .
- Committee memberships: Not listed on Audit, Compensation, or Nominating; no chair roles .
- Independence: Not independent under Nasdaq rules (only directors other than Papa, Schneider, Arkin are independent) .
- Attendance: Board met 9 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Executive sessions/Lead Independent Director: Not disclosed.
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Annual director fee (cash) | $80,000 | $120,000 (effective Aug 13, 2025) | Paid monthly in equal installments |
| Committee fees | Policy: $2,000 per committee per quarter (reaffirmed Sep 17, 2025) | Policy in place | Directors with separate service agreements are not eligible for committee fees (applies to Schneider) |
| Other fixed pay | — | — | No meeting fees disclosed |
Performance Compensation
| Equity/Variable | Grant Date | Amount/Rate | Terms | Vesting |
|---|---|---|---|---|
| Stock options | Nov 22, 2023 (approved) | 50,000 options @ $3.00 strike | Director Service Agreement; ASC 718 FV recognized as $73k in 2024 | Over 3 years (time-based) |
| Stock options (additional) | Aug 13, 2025 (revised agreement) | 50,000 options; strike set by Board | Subject to plan provisions; Board recommendation (grant not explicitly confirmed) | Over 3 years (time-based) |
| Commission on Qualifying Transactions | Aug 13, 2025 (revised agreement) | Tiered commission on net revenue: 2% up to $250M; 1.5% $250–$400M; 1% >$400M | Paid within 30 days after net revenue receipt; net revenue excludes third-party costs/taxes/conditional payments; refunds if transactions are cancelled; applies solely to transactions resulting from Schneider’s efforts with pre‑approved Eligible Customers |
Performance Metrics Table (Commission Structure)
| Metric | Threshold | Payout Rate | Notes |
|---|---|---|---|
| Net revenue from new commercial agreements initiated by Schneider | $0–$250,000,000 | 2% | Eligible Customers list mutually agreed and updated quarterly |
| Net revenue | $250,000,001–$400,000,000 | 1.5% | Paid 30 days post receipt, defined net of certain costs/taxes/conditions |
| Net revenue | >$400,000,000 | 1% | Refund if cancelled |
RED FLAG: Director commission tied to company revenue on deals he initiates is atypical for public company directors and may impair independence or create sales-agent conflicts, consistent with Board’s explicit non‑independence classification for Schneider .
Other Directorships & Interlocks
| Company | Public/Private | Potential Interlock | Notes |
|---|---|---|---|
| Mercedes‑Benz Do Brasil | Affiliate of a public OEM | Potential customer interlock | Commission structure references “major OEMs” among Eligible Customers, increasing potential conflict risk |
| Abra Aviation Group; Sonda Tecnologias; CBMM | Not disclosed | Sector adjacency | External roles in aviation/industrial networks |
| Embraer affiliates (Tempest, Visiona, OGMA) | Affiliates/private/public mix | Historical ties | Ended April 2023 |
Expertise & Qualifications
- Aerospace/defense leadership; automotive and consumer industry management experience .
- Academic roles: adjunct senior professor (Columbia); research fellow (King’s College) .
- Legal and business education (law degree; MBA) .
- Industry association leadership in São Paulo .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Composition |
|---|---|---|---|
| Jackson Schneider | 34,164 | <1% | Options currently exercisable or exercisable within 60 days of Sep 25, 2025 |
| Shares outstanding reference | 16,332,910 | — | As of Sep 25, 2025 |
- Vested vs unvested: 34,164 options are exercisable or become exercisable within 60 days; remainder not disclosed .
- Pledging/Hedging: Company anti‑hedging policy prohibits short sales, options, collars, and monetization transactions; pledging not disclosed .
- Ownership guidelines: Not disclosed for directors.
Governance Assessment
- Independence and conflicts: Schneider is explicitly classified as not independent under Nasdaq rules . The revised Director Appointment and Service Agreement adds transaction-based commissions to a director—a structural conflict and governance red flag; it is disclosed in “Certain Relationships and Related Person Transactions,” underscoring related-party exposure .
- Board effectiveness: Not serving on Audit, Compensation, or Nominating committees reduces direct oversight responsibilities; attendance met minimum thresholds (≥75%) in 2024 .
- Pay-for-performance alignment: Time-based options are conventional; however, revenue-linked commissions for a director create agency risks and could skew behavior toward deal-making over long-term governance—shareholder-unfriendly in typical public company standards .
- Alignment via ownership: Beneficial ownership is small (<1%), limiting skin-in-the-game; most exposure appears via options, with limited disclosed vested count (34,164 exercisable within 60 days) .
- Related-party ecosystem: Company also disclosed an AllCloud services agreement where another director (Ronit Rubin) is Co‑CEO, indicating broader related-party dynamics that require strong Audit Committee oversight . Audit Committee oversight and independence are in place for the committee members, but Schneider’s non‑independent status and commission structure warrant investor monitoring .
RED FLAGS
- Non‑independent director classification for Schneider .
- Commission-based compensation for a sitting director tied to company net revenue from his originated deals .
- Potential interlocks with major OEMs while holding external roles (e.g., Mercedes‑Benz Do Brasil) .
- Low equity alignment (<1% beneficial ownership) .
Signals to investors: Monitor approvals and payments under the commission schedule, the list of “Eligible Customers,” and any transactions that could involve counterparties linked to Schneider’s external roles. Ensure robust Audit Committee review of related‑party and director compensation arrangements to protect board independence and investor confidence .