Wallim Cruz de Vasconcellos Junior
PILGRIMS PRIDEAbout Wallim Cruz de Vasconcellos Junior
Wallim Cruz de Vasconcellos Junior (age 67) is an Equity Director of Pilgrim’s Pride Corporation (PPC), serving since December 2009. He is a Partner at Iposeira Partners Ltd (M&A and restructuring advisory) and previously consulted to IFC/World Bank (2003–2008). He is currently a board member of Oi S.A. and formerly served on the board of Santos Brasil S.A. (2006–2016). He is deemed independent under Nasdaq rules and is designated PPC’s Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pilgrim’s Pride Corporation (PPC) | Director (Equity Director) | Dec 2009–present | Audit Committee Chair; Equity Nominating Committee member; designated Audit Committee Financial Expert |
| Iposeira Partners Ltd | Partner | 2003–present | M&A, capital markets, restructuring advisory |
| IFC/World Bank | Consultant | 2003–2008 | Financial/strategic advisory exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oi S.A. | Director | Current | Brazilian telecommunications company listed on NYSE (as disclosed by PPC) |
| Santos Brasil S.A. | Director | 2006–2016 | Logistics/port operations (Brazil) |
Board Governance
- Committees: Audit Committee Chair; Equity Nominating Committee member; designated by PPC as “audit committee financial expert.”
- Independence: Board determined he is independent under Nasdaq rules.
- Attendance: In 2024, the Board held 8 meetings and committees held 15; all incumbent directors attended at least 75% of applicable meetings.
- Executive sessions: Non‑management director executive sessions generally quarterly; three were held in 2024.
- Equity Director structure: Equity Directors are nominated by the Equity Nominating Committee; JBS must vote its PPC shares in line with minority investors for Equity Director elections, giving minority holders determinative influence over Equity Director outcomes.
- Controlled company context: PPC relies on Nasdaq controlled company exemptions due to JBS ownership (>50% voting power). Audit Committee oversees related‑party transactions under a robust policy (unanimous independent approval required).
Fixed Compensation (Director)
| Item | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $140,000 | Paid quarterly in arrears |
| Committee chair retainer (Audit) | $15,000 | Per year |
| Committee member retainer (per eligible committee) | $10,000 | Per year |
| Fees earned or paid in cash (actual – Vasconcellos) | $185,000 | As reported for FY2024 |
Performance Compensation (Director)
| Equity Award | Grant Date | Amount/Units | Fair Value/Price | Vesting/Terms |
|---|---|---|---|---|
| Annual RSU grant (standard non‑employee director) | May 1, 2024 | 1,696 RSUs | $60,000 grant date fair value; share price $35.39 | RSUs vest in full upon termination of Board service |
| Unvested RSUs outstanding (as of 12/29/2024) | — | 16,908 RSUs | — | Outstanding balance for Vasconcellos |
| Performance metrics tied to director pay | — | None disclosed | — | Director equity not performance‑based |
Notes: PPC added a non‑employee director annual aggregate cap of $500,000 (cash plus equity) in the Restated 2019 LTIP subject to stockholder approval in 2025.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Noted by PPC |
|---|---|---|---|
| Oi S.A. | Public | Director | None disclosed by PPC |
| Santos Brasil S.A. | Public (prior) | Director (2006–2016) | None disclosed by PPC |
Expertise & Qualifications
- Transactional/financial expertise: M&A, capital markets, restructurings; perspective from public financial institutions and IFC/World Bank consulting.
- Financial oversight: Designated “audit committee financial expert.”
- Strategic oversight: Described as a business strategist offering insights into global market strategies.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Wallim Cruz de Vasconcellos Junior | 16,908 | <1% | Includes RSUs that would vest upon Board departure |
| Hedging/Pledging | — | — | Company policy prohibits directors from hedging or pledging Company stock. |
Insider Trades
| Date | Form | Transaction | Security | Amount/Price | Notes |
|---|---|---|---|---|---|
| May 1, 2024 | Form 4 (reported late per PPC) | RSU grant | 1,696 RSUs | $35.39 reference price; $60,000 grant date fair value | PPC disclosed one late Form 4 for each director listed (incl. Vasconcellos) due to administrative delays. |
Related‑Party Exposure (Context for Audit Chair Oversight)
| Category (FY2024) | Amount (USD 000s) | Description |
|---|---|---|
| Expenditures paid by JBS USA on behalf of PPC | $121,962 | Shared services/allocations (e.g., SAP) under agreements; reimbursed between parties. |
| Expenditures paid by PPC on behalf of JBS USA | $14,593 | Reciprocal allocations under shared services 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. |
- Policy: All Item 404 transactions require review and unanimous approval by independent directors (Audit Committee or similar), concluding terms are no less favorable than arm’s‑length; Audit Committee approved all reportable transactions since Jan 1, 2024.
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay support: ~98.1% of votes present supported NEO compensation (non‑binding).
Governance Assessment
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Strengths
- Independent Equity Director with minority‑investor election safeguard; independent under Nasdaq; chairs Audit and serves as designated Audit Committee Financial Expert.
- Oversight of significant related‑party dealings with controlling shareholder through robust approval framework; Audit Committee affirmed arm’s‑length terms.
- Consistent engagement: ≥75% attendance; Board and committee activity levels disclosed; regular executive sessions.
- Alignment: Annual equity retainer; prohibitions on hedging and pledging.
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Risk indicators / Red flags
- Controlled company exemptions (e.g., no fully independent Compensation Committee charter), elevating importance of Audit Committee rigor.
- Related‑party scale with JBS (services, purchases/sales); continuous need for vigilant independent oversight.
- Administrative late Section 16 filing (one late Form 4 for RSU grant) noted for multiple directors including Vasconcellos.
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Overall view: As Audit Chair and financial expert, Vasconcellos is central to safeguarding minority investor interests amid a controlled company structure and material related‑party transactions. His long tenure and transaction expertise support board effectiveness; continued transparency and strict adherence to related‑party policies remain critical to investor confidence.