Joesley Mendonça Batista
PILGRIMS PRIDEAbout Joesley Mendonça Batista
Joesley Mendonça Batista, 53, is a JBS-designated director nominee at Pilgrim’s Pride (PPC) and a co-controlling shareholder of J&F Investimentos S.A., bringing more than 35 years of protein industry, operations, and business management experience; he currently serves as President of the J&F Institute . He is classified on PPC’s board as a JBS Director (as opposed to an Equity Director) under the company’s Certificate of Incorporation . The Board has not determined him to be independent under Nasdaq rules; the proxy identifies other directors as independent and requires only two JBS Directors to be independent, currently Farha Aslam and Ajay Menon .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J&F Investimentos S.A. | Co-controlling shareholder | Ongoing | Brings extensive operational expertise and business management experience to PPC |
| J&F Institute | President | Current | Leadership role at affiliated non-profit organization |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| J&F Institute | President | Current | Non-profit affiliation; indicates ongoing engagement beyond PPC |
Board Governance
- Classification and Independence: Joesley is a JBS Director (not an Equity Director) per PPC’s Certificate of Incorporation and is not identified as an independent director under Nasdaq rules; the board’s required independent JBS Directors are Farha Aslam and Ajay Menon .
- Committee Memberships: As of the proxy date, he is not shown as a member or chair of the Audit, Compensation, JBS Nominating, Equity Nominating, or Sustainability Committees .
- Attendance and Engagement: In 2024, the Board held 8 meetings and committees held 15; each incumbent director attended at least 75% of the applicable meetings, and all directors present at the time attended the 2024 annual meeting .
- Executive Sessions: The Board generally targets four non-management executive sessions per year; in 2024, three sessions were held .
- Controlled Company Exemption: PPC relies on Nasdaq’s controlled company exemptions; its Compensation Committee does not have a charter (context for governance oversight of pay) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $140,000 | Paid quarterly in arrears |
| Committee Chair Retainer | $15,000 | Audit, Compensation, Sustainability chairs |
| Committee Member Retainer | $10,000 | Audit, Compensation, Sustainability members |
| 2024 Actual Fees Earned (J. Batista) | $93,333 | Began receiving director compensation effective May 1, 2024 |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Price | Fair Value | Vesting Terms | Performance Metrics |
|---|---|---|---|---|---|---|
| RSUs (annual director grant) | May 1, 2024 | 1,696 | $35.39 | $60,000 | Vests in full upon termination of Board service | None disclosed (time-based) |
Other Directorships & Interlocks
- JBS Control and Board Composition: PPC’s board includes multiple JBS-affiliated directors; the Chairman, Gilberto Tomazoni, is CEO of JBS, highlighting significant influence from JBS over PPC governance .
- Controlled Ownership: JBS Wisconsin Properties, LLC (wholly owned, indirect subsidiary of JBS S.A.) beneficially owns approximately 82.34% of PPC; JBS S.A. is ultimately controlled by Joesley and Wesley Batista via J&F Investimentos S.A. and J&F Participações S.A. .
Expertise & Qualifications
- Industry Tenure: Over 35 years in protein production operations and business management, bringing deep operational insight to PPC .
- Sector Experience: Long-standing involvement in global protein industry, consistent with PPC’s core operations .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding Common Stock | % of Voting Power | Notes |
|---|---|---|---|---|
| Joesley Mendonça Batista | 195,447,632 | 82.34% | 82.34% | Includes RSUs that would vest upon departure; control exercised through JBS S.A./J&F structures |
| Unvested RSUs (Director) | 1,696 | — | — | RSUs vest in full upon departure from the Board |
Governance Assessment
- Strengths
- Deep operational experience and industry tenure likely beneficial to strategic oversight in PPC’s protein-focused business .
- Significant ownership alignment via controlling stake through JBS S.A. affiliates, indicating long-term commitment to PPC .
- Compliance with minimum attendance standards; Board and committee meetings had strong participation in 2024, with all directors attending the 2024 annual meeting .
- Risks and RED FLAGS
- Not independent; JBS-controlled board structure raises inherent conflict-of-interest risks for minority shareholders .
- Extensive related-party transactions with JBS USA (2024): expenditures paid by JBS USA on behalf of PPC ~$121.962 million; by PPC on behalf of JBS USA ~$14.593 million; sales to related parties ~$33.333 million; purchases from related parties ~$206.482 million .
- New tax sharing agreement (effective starting December 30, 2024) includes payments by JBS USA to PPC for incremental tax cost savings tied to PPC dividends up to $725.0 million through December 30, 2026, intensifying JBS-PPC financial interdependence .
- Historical legal controversies: Collaboration and leniency agreements in Brazil related to illicit payments (2009–2015) involving J&F/JBS and Messrs. Joesley and Wesley Batista—reputational and governance overhang .
- Controlled company exemption: Compensation Committee lacks a charter, reducing formalized governance infrastructure over executive pay decisions .
- Mitigants and Oversight
- Audit Committee (comprised solely of independent directors) must review and unanimously approve related-party transactions; policy requires arm’s-length terms comparable to unaffiliated-party transactions .
- Sustainability Committee and independent directors (e.g., Aslam, Menon) help provide independent oversight in designated areas .
Board Governance (Committee Assignments Snapshot)
| Committee | Membership (J. Batista) | Chair Role |
|---|---|---|
| Audit | None | — |
| Compensation | None | — |
| JBS Nominating | None shown | — |
| Equity Nominating | None shown | — |
| Sustainability | None | — |
Director Compensation (FY2024 Summary)
| Director | Fees Earned/Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| Joesley Mendonça Batista | $93,333 | $60,000 | $153,333 |
Related-Party Exposure (2024)
| Transaction Type | Amount (USD, thousands) | Key Terms |
|---|---|---|
| Expenditures paid by JBS USA on behalf of PPC | $121,962 | Cost allocations for SAP licenses and consolidated corporate support; reimbursements under agreement expiring Dec 31, 2025 |
| Expenditures paid by PPC on behalf of JBS USA | $14,593 | Reciprocal reimbursements under same agreement |
| Sales to related parties | $33,333 | Routine transactions with JBS USA and subsidiaries |
| Purchases from related parties | $206,482 | Routine transactions with JBS USA and subsidiaries |
| Tax Sharing Agreement | Up to $725,000 (aggregate payments) | JBS USA required to pay PPC for incremental tax cost savings tied to PPC dividends between Dec 30, 2024 and Dec 30, 2026 |
Independence and Controlled Company Context
- Board determined independent directors: Wallim Cruz de Vasconcellos Junior, Farha Aslam, Ajay Menon, Arquimedes A. Celis, Raul Padilla, Joanita Karoleski; Joesley is not listed among independent directors .
- JBS control requires at least two JBS Directors to be independent and financially literate; Aslam and Menon meet these requirements .
- Compensation Committee operates under controlled company exemptions and lacks a formal charter .
Attendance and Executive Sessions (2024)
| Category | Frequency | Notes |
|---|---|---|
| Board Meetings | 8 | Each incumbent director attended at least 75% of applicable meetings |
| Committee Meetings (aggregate) | 15 | Standard oversight load across committees |
| Executive Sessions (non-management) | 3 | Typically four per year; three held in 2024 |
| 2024 Annual Meeting Attendance | All directors attended | Encouraged though not mandated by formal policy |
Notes on Legal and Governance Policies
- Related party transactions must be reviewed and unanimously approved by the independent Audit Committee, and must be on fair, arm’s-length terms; non-independent members must abstain .
- PPC maintains charters for Audit and Sustainability Committees; Nominating Committees also have charters; Compensation Committee lacks a charter due to controlled company exemptions .
Governance Assessment Summary
- Overall, Joesley’s extensive industry background and controlling-stake alignment are balanced against material conflict risks from JBS’s majority ownership, heavy related-party dealings, and prior legal controversies; ongoing independent committee oversight is a critical mitigant for investor confidence .