Andre Nogueira de Souza

About Andre Nogueira de Souza

Andre Nogueira de Souza (age 56) has served on the Pilgrim’s Pride (PPC) Board since October 2014. He was President and CEO of JBS USA from 2013–2021, previously CFO of JBS USA Holdings (2007–2011) and CEO of JBS Australia in 2012; earlier he held corporate banking roles at Banco do Brasil. He holds an MBA from Fundação Dom Cabral, a Master’s in Economics from Brasília University, a B.A. in Economics from Federal Fluminense University, and completed the Advanced Management Program at the University of Chicago Booth School of Business .

Past Roles

External Roles

Board Governance

• Category and independence: Nogueira is nominated as a JBS Director and is not classified as independent under Nasdaq rules (Board identified independent directors do not include him) .
• Committee assignments: Member, Compensation Committee (committee members: Gilberto Tomazoni, Chair; Arquimedes A. Celis; Andre Nogueira de Souza) .
• Attendance and engagement: In 2024, the Board held 8 meetings and committees held 15; every incumbent director attended at least 75% of Board/committee meetings. Executive sessions of non‑management directors were held three times in 2024 (generally four times per year) .
• Controlled company status: PPC is a “controlled company” under Nasdaq (JBS controls >50% voting power), and relies on certain governance exemptions (e.g., fully independent compensation committee charter not required) .
• Board structure: Chairman separate from CEO; when Chair is not independent, an independent director presides over executive sessions per policy .

Fixed Compensation

Director compensation program (structure):

• Annual cash retainer: $140,000; Committee chair retainer: $15,000; Committee member retainer: $10,000 .
• Equity: Annual RSU grant valued at $60,000 (1,696 RSUs granted on May 1, 2024 at $35.39) .

Andre Nogueira’s 2024 actual director pay:

Notes:

• Directors (including Nogueira) began receiving director compensation effective May 1, 2024, equal to non‑employee director pay .

Performance Compensation

Director equity awards (no performance conditions):

Unvested director RSUs outstanding at 12/29/2024:

Other Directorships & Interlocks

• Current public company directorships: None disclosed for Nogueira beyond PPC .
• Interlocks and committee interlocks: Compensation Committee disclosed no interlocks or insider participation in 2024 .
• Ownership/control context: JBS Wisconsin Properties, LLC (wholly owned, indirect subsidiary of JBS S.A.) beneficially owns ~82.34% of PPC; JBS is ultimately controlled by Joesley and Wesley Batista . Related‑party transactions with JBS entities are ongoing and approved by the independent Audit Committee per policy .

Expertise & Qualifications

• Domain expertise: Extensive protein industry operations and finance experience, including CEO roles at JBS USA and JBS Australia; CFO experience at JBS USA Holdings .
• Education: MBA (Fundação Dom Cabral); Master’s in Economics (Brasília University); B.A. Economics (Federal Fluminense University); AMP (Chicago Booth) .

Equity Ownership

Policy indicators:

• Hedging/pledging: Company prohibits directors, officers, and employees from hedging or pledging Company securities .
• Section 16 compliance: One late Form 4 for Nogueira (RSU grant) due to administrative delay in 2024 .

Governance Assessment

Strengths

• Deep operational and financial leadership in global protein markets, bringing relevant industry expertise to PPC’s boardroom .
• Active on the Compensation Committee, which reported alignment of pay with performance; say‑on‑pay support was ~98.1% at the 2024 annual meeting, indicating broad investor endorsement of executive pay practices .
• Board and committee engagement met minimum attendance thresholds; Board held 8 meetings in 2024 with regular executive sessions of non‑management directors .

Risks and potential red flags

• Not independent and designated as a JBS Director; PPC is a controlled company under Nasdaq with JBS owning/controlling ~82% of voting power—heightened risk of perceived conflicts and reduced minority‑shareholder influence .
• Significant related‑party dealings with JBS/JBS USA (e.g., corporate services/SAP allocations, tax sharing, intercompany sales/purchases); 2024 totals included $206.5m purchases from related parties, $33.3m sales to related parties—approved by the independent Audit Committee but remain a governance sensitivity .
• Compensation Committee did not engage an external independent compensation consultant in 2024, which some investors view as a governance negative, though permitted under controlled company exemptions .
• Director RSUs vest upon termination of service (rather than time-based vesting with continued service), which may be viewed as a weaker retention/long‑term alignment feature for directors .
• Administrative lapse: one late Form 4 filing for RSU grant in 2024 (minor but monitored by governance-focused investors) .

Appendix: Board/Committee Reference (for context)

• Compensation Committee members in 2024: Gilberto Tomazoni (Chair), Arquimedes A. Celis, Andre Nogueira de Souza .
• Independent directors identified by the Board: Wallim Cruz de Vasconcellos Jr., Farha Aslam, Ajay Menon, Arquimedes A. Celis, Raul Padilla, and Joanita Karoleski (Nogueira not listed) .
• Director compensation structure and Andre Nogueira 2024 pay details: see section “Fixed Compensation” .