Gilberto Tomazoni
PILGRIMS PRIDEAbout Gilberto Tomazoni
Gilberto Tomazoni, 66, is Chairman of the Board at Pilgrim’s Pride Corporation (PPC) since July 2013 and Chief Executive Officer of JBS S.A. since 2018; he is not an independent director under Nasdaq rules at PPC . He holds an M.A. in management development (Fundação de Ensino do Desenvolvimento, 1991) and a B.Sc. in mechanical engineering (Universidade Federal de Santa Catarina, 1982), with over 30 years of global poultry/protein industry experience across Sadia, Bunge, and JBS .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JBS S.A. | CEO | 2018–present | Global leadership and oversight of a controlling shareholder of PPC |
| JBS S.A. | President, Global Poultry Division | 2013–2018 | Integrated poultry operations and strategy across markets |
| Bunge Alimentos S.A. | Vice President, Foods & Ingredients | ~4 years (pre-2013) | Led branded and ingredients businesses in Brazil |
| Sadia S.A. | Various roles incl. CEO | 27 years; CEO 2004–2009 | Led leading Brazilian frozen/refrigerated foods company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brazil Fast Food Corporation | Board Member | Since 2009 | Ongoing board service |
| Fundação Dom Cabral | International Advisory Council Member | Since 2009 | Strategy and advisory network |
Board Governance
- Board leadership: PPC separates Chairman and CEO roles; the current Chair (Tomazoni) is not independent. When the Chair is non-independent, an independent director presides over executive sessions by policy .
- Independence: PPC’s Board determined independent directors as Wallim Vasconcellos Jr., Farha Aslam, Ajay Menon, Arquimedes Celis, Raul Padilla, and Joanita Karoleski; Tomazoni is not listed, indicating non-independence .
- Committees: Tomazoni chairs the Compensation Committee and serves on the JBS Nominating Committee .
- Attendance: In 2024, the Board met 8 times and committees met 15 times; every incumbent director attended at least 75% of meetings for their service terms. Executive sessions of non-management directors were held three times in 2024 .
Fixed Compensation
| Metric | FY 2024 | Vesting/Terms |
|---|---|---|
| Annual cash retainer (directors) | $140,000 (program term) | Paid quarterly in arrears |
| Committee chair fee | $15,000 (Compensation Committee chair) | Annual |
| Committee member fee | $10,000 (Audit/Comp/Sustainability members) | Annual |
| Tomazoni – Fees earned (cash) | $103,333 | Began receiving director comp May 1, 2024 |
| Tomazoni – Stock awards (grant-date FV) | $60,000 | 1,696 RSUs at $35.39 on May 1, 2024 |
| Tomazoni – Total director comp | $163,333 | RSUs vest in full upon termination of Board service |
Performance Compensation
- PPC does not disclose performance-based pay for directors; RSUs for directors vest upon termination of Board service, with no performance metrics attached .
- No director-specific performance metric table is disclosed; performance pay programs are for NEOs, not directors .
Other Directorships & Interlocks
| Company/Entity | Role | Notes |
|---|---|---|
| Brazil Fast Food Corporation | Director | Current external directorship |
| JBS S.A. | CEO | PPC is a “controlled company” due to JBS owning >50% voting power; governance exemptions applied |
- Compensation Committee interlocks: PPC reports no compensation committee interlocks for 2024; members were Arquimedes Celis, Gilberto Tomazoni (Chair), and Andre Nogueira de Souza .
- Controlled Company Exemption: PPC utilizes Nasdaq controlled-company exemptions; Compensation Committee lacks a charter and director nominations need not be solely by independent directors .
Expertise & Qualifications
- Deep protein and food industry operating leadership; former CEO of Sadia and senior roles at Bunge; current CEO of JBS .
- Technical/academic credentials: M.A. in management development; B.Sc. in mechanical engineering .
- Strategic oversight across domestic and international markets; longstanding advisory network via Fundação Dom Cabral .
Equity Ownership
| Ownership Element | Amount | Notes |
|---|---|---|
| Beneficial ownership at PPC | 1,696 shares; <1% of outstanding | Reflects RSUs that vest upon departure from Board |
| Unvested RSUs (12/29/2024) | 1,696 | Granted May 1, 2024 at $35.39 |
| Options (exercisable/unexercisable) | None disclosed | No director options disclosed |
| Pledging/Hedging | Prohibited by PPC policy | Company policy bans pledging and hedging |
Insider Transactions (Form 4/Grants)
| Date | Instrument | Shares | Price | Notes |
|---|---|---|---|---|
| May 1, 2024 | RSUs | 1,696 | $35.39 | Annual director grant; vest upon termination of Board service |
- Compliance note: One late Form 4 for Tomazoni due to administrative delays (RSU grant reporting) .
Governance Assessment
- Board independence and conflicts: Tomazoni is not independent and serves as Compensation Committee Chair while also acting as CEO of PPC’s controlling shareholder (JBS); PPC relies on Nasdaq controlled-company exemptions, including no Compensation Committee charter. This structure poses elevated related-party and oversight risk for pay-setting and nominations .
- Related-party exposure: Significant recurring transactions with JBS/JBS USA—$206.5 million purchases and $33.3 million sales in FY 2024; shared services/SAP allocations; a tax sharing agreement (effective Dec 30, 2024) including potential payments up to $725 million to PPC related to incremental tax cost savings around dividends through Dec 30, 2026—requiring rigorous independent oversight .
- Historical legal issues at controlling entities: J&F/JBS settlements regarding illicit payments (Brazil, 2009–2015), SEC cease-and-desist, disgorgement ($26.9 million) and civil penalties ($550,000), and DOJ plea ($256.5 million). SEC formally concluded its investigation in Jan 2024 after the reporting period, but these histories remain governance risk context for investors .
- Attendance/engagement: ≥75% meeting attendance; Board and committees active (8 and 15 meetings, respectively); executive sessions held three times in 2024 .
- Director pay alignment: Minimal PPC share ownership (1,696 RSUs) and standard director pay; RSUs vest upon departure from Board rather than performance, limiting performance alignment at the director level .
- Say-on-Pay signal: 98.1% approval for NEO pay in 2024, indicating broad shareholder support for executive compensation structures, though director pay is separate from NEO programs .
RED FLAGS
- Non-independent Compensation Committee Chair (Tomazoni) under controlled-company exemptions .
- Extensive related-party transactions and tax-sharing arrangements with controlling shareholder entities, including potential large payments tied to dividend-driven tax savings .
- Historical FCPA/language around illicit payments at controlling entities (J&F/JBS) despite resolution, increasing reputational and oversight risk .
- Very low direct equity alignment at PPC (1,696 shares; <1%), with RSU vesting not performance-linked .
Appendix: Committee Assignments (2024)
| Committee | Role |
|---|---|
| Compensation Committee | Chair (Tomazoni) |
| JBS Nominating Committee | Member |
Appendix: Director Compensation Program (Structure)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $140,000 | Directors; paid quarterly |
| RSU grant | $60,000 | Annual; vest in full upon Board departure |
| Audit/Comp/Sustainability chair | $15,000 | Annual |
| Audit/Comp/Sustainability member | $10,000 | Annual |