Luiz Pretti
Director at PCAR
Board
About Luiz A. S. Pretti
Luiz A. S. Pretti, age 66, is an independent director of PACCAR Inc, appointed in 2024. He served as President and CEO of Cargill Brasil from 2005–2020, and previously held executive leadership roles across agribusiness, finance, and automotive industries from 1982–2005. He chairs Votorantim Cimentos (Brasil) since 2018 and is a director of AmCham-Brasil (chairman 2019–2023). He holds a B.S. in Metallurgical Engineering from Armando Alvares Penteado Foundation in São Paulo, Brasil .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cargill Brasil | President & CEO | 2005–2020 | Led operations of Cargill in Brazil; prominent leader in Brazilian business community |
| Various (agribusiness, finance, automotive) | Executive roles | 1982–2005 | Senior leadership across sectors; cross-industry experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Votorantim Cimentos | Chairman | 2018–present | Largest cement company in Brasil |
| AmCham-Brasil | Director; Chairman | Director current; Chairman 2019–2023 | Leadership in Brazil-U.S. business community |
Board Governance
- Independence: Determined independent under Nasdaq Rule 5605(a)(2) for 2024 .
- Committee assignments (2024): Compensation Committee member; the committee comprised K. S. Hachigian (Chair), C. A. Niekamp, L. A. S. Pretti, and G. Ramaswamy .
- Attendance and engagement: Board met four times in 2024; each director attended at least 75% of combined Board/committee meetings and all directors attended the April 2024 annual meeting .
- Lead Independent Director: Mark A. Schulz; Board regularly meets in executive session without management .
- Committee activity: Audit Committee met six times; Compensation Committee met five times; Nominating & Governance Committee met four times in 2024 .
- Governance policies: Hedging or pledging of PACCAR stock is prohibited for directors/executive officers; committee charters and guidelines publicly available .
- Say-on-Pay context: 94% approval of executive compensation in 2024, indicative of investor confidence in compensation governance .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 50,163 | 82,564 (prorated RSUs) | 5,000 (PACCAR Foundation charitable donation) | 137,727 |
- 2024 RSU grant was prorated due to Board service beginning on September 1, 2024; Pretti held 864 unvested RSUs as of December 31, 2024 .
- Director compensation program: Annual cash retainers (base $140,000 effective Oct 1, 2024) plus committee/lead/chair retainers; annual equity of $175,000 in restricted stock or RSUs effective January 1, 2025 ($165,000 prior), vesting over three years; deferrals available via RSDC Plan .
Performance Compensation
- Non-employee director compensation is not tied to performance metrics; RSUs are time-vested under the RSDC Plan (three-year vest or vest upon retirement, death, or disability) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Votorantim Cimentos | Private (Brasil) | Chairman | No PACCAR-related transactions disclosed . |
| AmCham-Brasil | Non-profit | Director; former Chairman | No PACCAR-related transactions disclosed . |
- Related-party transactions: PACCAR’s Audit Committee reviews related-person transactions per Item 404 of Regulation S-K; no related transactions involving Pretti are disclosed in the latest proxy .
Expertise & Qualifications
- Metallurgical engineering education; extensive executive experience across agribusiness, finance, and automotive sectors; leadership in Brazilian business community .
- Serves on PACCAR’s Compensation Committee, which uses peers and consultants to benchmark pay and oversee risk in compensation programs .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Luiz A. S. Pretti | 3,080 | * (does not exceed 1%) | Includes RSDC Plan holdings and deferred stock units; separate unvested RSUs of 864 at 12/31/2024 . |
- Ownership guidelines: Non-employee directors are expected to hold at least 5x their annual cash retainer; five-year compliance window from appointment; directors with 5+ years were compliant as of Jan 1, 2025 .
- Pledging/hedging: Prohibited for directors under PACCAR policies .
- Deferrals: Pretti deferred some or all 2024 cash fees into stock units under the RSDC Plan, signaling alignment .
Governance Assessment
- Strengths:
- Independent status and active committee role on Compensation Committee .
- Attendance met Board expectations; full annual meeting attendance; Board maintains independent leadership structure and regular executive sessions .
- Director equity grants, deferral elections, and ownership guidelines support long-term alignment; hedging/pledging prohibited .
- Compensation Committee engages Mercer for benchmarking; independence assessment performed with no conflicts identified .
- Potential risk indicators:
- Mercer provided additional services to PACCAR ($134,889), though the Compensation Committee’s independence assessment found no conflict; continued monitoring advisable given best-practice sensitivities around consultant independence .
- External chairmanship at Votorantim Cimentos warrants ongoing related-party screening; no related transactions disclosed in the proxy .
- Overall signal:
- Governance posture appears conservative with robust policies and strong shareholder support on pay, which generally supports investor confidence; no red flags disclosed specific to Pretti on attendance, related-party transactions, or stock practices .