Joanita Karoleski
PILGRIMS PRIDEAbout Joanita Karoleski
Joanita Karoleski (age 64) is an independent JBS Director on the Pilgrim’s Pride (PPC) board. She originally joined the board in 2022, resigned effective February 8, 2024, and was reappointed as a JBS Director on February 4, 2025; the board affirms her independence under Nasdaq rules and Rule 10A‑3 despite being designated as a JBS Director . She is President of the JBS Amazon Fund (since Sep 2020), and previously served as CEO of Seara Alimentos LTDA (2013–2020) after a 34‑year career at Bunge Brasil; she holds a bachelor’s degree in computer science and information from FURB (1982) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JBS Amazon Fund | President | Sep 2020 – Present | Leads conservation/community initiative; governance linkage to JBS |
| Seara Alimentos LTDA (Brazil) | Chief Executive Officer | 2013 – 2020 | Led major protein brand; portfolio/branding strategy |
| Bunge Brasil | Various leadership roles incl. CIO | 1980s–2013 (34 years; CIO 2000–2004) | Deep operating/IT experience in agrifood |
External Roles
| Organization | Role | Status |
|---|---|---|
| Instituto Mulheres do Verajo | Advisory Board member | Current |
| Public company directorships (outside PPC) | — | None disclosed |
Board Governance
- Classification and independence: Reappointed as a JBS Director on Feb 4, 2025, and determined independent under Nasdaq Rule 5605(a)(2) and Rule 10A‑3 . The board’s 2025 proxy also expressly lists Karoleski as independent .
- Committee assignments: No committee memberships indicated for Karoleski in 2024; the Feb 2025 8‑K states she is not expected to serve on any committees .
- Attendance and engagement: In 2024 the board held 8 meetings and committees held 15; each incumbent director attended at least 75% of applicable meetings (Karoleski was not on the board most of 2024) .
- Executive sessions: The board typically holds four executive sessions per year; in 2024 it held three .
- Leadership structure: PPC separates the roles of Chair and CEO .
- Controlled company: PPC is a “controlled company” under Nasdaq (JBS >50% voting power) and uses exemptions (e.g., compensation committee charter) .
Fixed Compensation
| Pay Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (Directors) | $140,000 | Paid quarterly |
| Committee chair fee (Audit/Comp/Sustainability) | $15,000 | Annual cash |
| Committee member fee (Audit/Comp/Sustainability) | $10,000 | Annual cash |
| Equity (annual RSUs) | $60,000 | RSUs vest in full upon termination of board service; 1,696 RSUs granted at $35.39 on May 1, 2024 |
Director-specific 2024 amounts (reflecting her resignation and reappointment):
| Director | Fees Earned (Cash) | Stock Awards | Total |
|---|---|---|---|
| Joanita Karoleski | $28,333 | — | $28,333 |
Notes:
- Karoleski resigned Feb 8, 2024 and was reappointed Feb 4, 2025, explaining the partial cash and no 2024 stock grant line item .
Performance Compensation
PPC does not disclose performance-based compensation for non-employee directors; director equity is time/tenure-based RSUs that vest upon termination of board service .
| Performance Metric for Director Equity | Weight | Target/Outcome |
|---|---|---|
| None disclosed (RSUs are service-based; vest at end of service) | — | — |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| JBS Amazon Fund | President | JBS is PPC’s controlling shareholder; her leadership of a JBS initiative may be perceived as an affiliation, though PPC’s board deems her independent; related-party transactions with JBS are overseen under PPC policies . |
| Seara Alimentos LTDA | Former CEO (2013–2020) | Seara is a major Brazilian meat brand historically associated with JBS; prior executive ties may inform expertise and perceived alignment . |
Expertise & Qualifications
- Over 30 years of leadership in food production, portfolio management, branding, partnerships, and market development; prior CIO experience adds technical/IT depth .
- Current focus on sustainability and community development via JBS Amazon Fund; relevant to PPC’s sustainability oversight and stakeholder engagement .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % Outstanding | Composition/Notes |
|---|---|---|---|
| Joanita Karoleski | 7,466 | <1% | Shares derived from RSUs that vested upon her Feb 2024 board departure; no unvested RSUs as of Dec 29, 2024 . |
Policy signals:
- Hedging and pledging of company stock by directors, officers, employees are prohibited under PPC’s insider trading policy .
Governance Assessment
- Independence and oversight: Despite her JBS affiliation through the Amazon Fund and JBS Director designation, PPC determined Karoleski independent under Nasdaq and Rule 10A‑3, and the Feb 2025 8‑K reiterates her independent status; however, optics of affiliation merit monitoring given PPC’s controlled status .
- Committee/engagement: No current committee roles and not expected to serve on committees per Feb 2025 8‑K, limiting her direct influence over audit/compensation/nominating processes; board-level attendance standard met broadly in 2024 (she was off-board most of the year) .
- Compensation alignment: Standard director pay mix (cash + RSUs vesting at service end) aligns with long-term board engagement; her 2024 line shows partial cash and no grant due to mid-year resignation .
- Related-party risk controls: PPC’s charter/bylaws require independent committee review/approval of Item 404 transactions and “fair and reasonable” terms for JBS-related dealings; 2024 related-party activity includes SAP cost-sharing, shared corporate services, tax sharing agreement, and routine buys/sells with JBS USA, all approved by the Audit Committee .
- Broader controlling shareholder risk context: The proxy summarizes historical Brazilian/US enforcement matters involving J&F/JBS and the Batista brothers, now concluded, which remains a background governance consideration for PPC under majority control; not specific to Karoleski .
- Board structure: Separation of Chair/CEO roles; executive sessions held; controlled company exemptions apply (e.g., compensation committee charter not required) .
Board Governance (Snapshot Table)
| Attribute | Detail |
|---|---|
| Director class | JBS Director (reappointed Feb 4, 2025) |
| Independence | Independent under Nasdaq and Rule 10A‑3 |
| Committees | None; not expected to serve on committees |
| Attendance (2024 context) | Board: 8 meetings; committees: 15; each incumbent director ≥75% attendance (Karoleski not serving most of 2024) |
| Executive sessions | 3 in 2024 (typical cadence 4 per year) |
Related Party Exposure (Context)
| Item | 2024 Amount/Disclosure | Notes |
|---|---|---|
| Expenditures paid by JBS USA on behalf of PPC | $121,962k | Cost allocations (e.g., SAP, corporate services) |
| Expenditures paid by PPC on behalf of JBS USA | $14,593k | Reimbursable |
| Sales to related parties | $33,333k | Routine commercial transactions |
| Purchases from related parties | $206,482k | Routine commercial transactions |
| Oversight | Audit Committee review/approval required; “fair and reasonable” terms policy | Governance protections codified |
Director Compensation (Detail)
| Element | Structure | Joanita 2024 Outcome |
|---|---|---|
| Cash retainer | $140,000 annual, quarterly-paid | $28,333 (partial year pre-resignation) |
| Equity | $60,000 in RSUs annually; vest at end of service | None in 2024 line due to resignation timing |
| Committee fees | Chair $15,000; member $10,000 | N/A (no committees) |
| Unvested RSUs at 12/29/24 | — | 0 (—) |
Equity Ownership & Alignment
- Beneficial ownership: 7,466 shares; <1% outstanding; sourced from RSUs that vested upon her Feb 2024 board departure .
- Unvested/vested: No unvested RSUs as of Dec 29, 2024; director program RSUs vest at end of service .
- Hedging/pledging: Company policy prohibits both; no pledging disclosed for Karoleski .
Employment & Contracts
- PPC discloses no director-specific employment contracts; her director compensation follows the standard non-employee director program .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 Say‑on‑Pay support was approximately 98.1%, signaling broad investor approval of PPC’s executive pay design; governance relevance to overall board oversight .
Insider Trading/Section 16
- The proxy lists certain late Section 16 filings in 2024 for various insiders; no mention of late filings for Karoleski specifically. Recent Form 4 transaction details for Karoleski were not provided in the proxy; Feb 2025 reappointment is covered by an 8‑K .
RED FLAGS and Watch Items
- Controlled company governance and extensive related-party dealings with JBS require sustained independent oversight; although policies exist, perceived conflicts remain an investor focus .
- Affiliation optics: Her role at JBS Amazon Fund (and prior leadership at Seara) may raise perceived alignment concerns with the controller, despite board’s independence determination .
- Lack of committee roles reduces her direct influence over key governance levers (audit/compensation/nominating) .