Wesley Mendonça Batista
PILGRIMS PRIDEAbout Wesley Mendonça Batista
Wesley Mendonça Batista (age 55) is a JBS‑designated director (“JBS Director”) of Pilgrim’s Pride Corporation (PPC) and a co‑controlling shareholder of J&F Investimentos S.A., with more than 35 years of experience in the protein industry; he currently serves as Vice President of the J&F Institute, a non‑profit organization . He joined the PPC Board on February 8, 2024, replacing a departing director, and stands for annual election as one of eight JBS Directors under PPC’s governance structure . Through entities he co‑controls, Batista has indirect control over PPC’s majority owner JBS S.A.; as of March 20, 2025, he was reported as a beneficial owner of 195,447,632 PPC shares (82.34% of outstanding shares and voting power), including 1,696 RSUs that vest upon departure from the Board . Historical legal matters tied to J&F/JBS and the Batista brothers (FCPA‑related leniency and plea agreements) have been disclosed; obligations under the U.S. DOJ plea were reported satisfied, and the SEC formally concluded its three‑year reporting period in January 2024, stating it did not intend to recommend further enforcement action as of that date .
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| J&F Investimentos S.A. | Co‑controlling shareholder | Current |
| J&F Institute | Vice President | Current |
Board Governance
| Item | Detail |
|---|---|
| Board category | JBS Director (nominated via the JBS Nominating Committee under PPC’s charter) |
| Committee memberships (2024) | Audit: No; Compensation: No; JBS Nominating: No; Equity Nominating: No; Sustainability: No |
| Committee chair roles | None |
| Independence status | Not independent (Board identified six independent directors; Batista not listed) |
| Board meetings held (2024) | 8 meetings |
| Committee meetings held (2024) | 15 meetings total |
| Executive sessions of non‑management directors (2024) | 3 sessions |
| Attendance | Each incumbent director attended at least 75% of Board/committee meetings during their service in 2024 |
| Annual meeting attendance | All directors serving at the time attended the 2024 annual meeting |
Fixed Compensation
| Component | Program Terms (2024) | Wesley Batista 2024 Actual |
|---|---|---|
| Annual cash retainer | $140,000 (paid quarterly) | $93,333 (partial‑year; began receiving compensation effective May 1, 2024) |
| Committee member fee | $10,000 per committee per year | $0 (no committee roles) |
| Committee chair fee | $15,000 per year | $0 (no chair roles) |
| Meeting fees | None disclosed | None disclosed |
Performance Compensation
| Component | Terms |
|---|---|
| Annual equity grant (RSUs) | $60,000 value; 1,696 RSUs granted on 5/1/2024 at $35.39; vest in full upon termination of Board service |
| Options | None disclosed for directors |
| Cash bonus | None disclosed for directors |
| Performance metrics tied to director pay | None disclosed; director RSUs are service‑based (time‑based vesting) |
Equity Ownership
| Metric | Amount / Detail |
|---|---|
| Beneficial ownership (shares) | 195,447,632 |
| Percent of outstanding common stock | 82.34% |
| Percent of voting power | 82.34% |
| Unvested RSUs outstanding | 1,696 |
| Ownership structure and control | JBS Wisconsin Properties, LLC (an indirect wholly owned JBS S.A. subsidiary) directly owns 195,445,936 shares; JBS S.A. is ultimately controlled by Joesley and Wesley Batista through J&F Investimentos S.A. and J&F Participações S.A. |
Other Directorships & Interlocks
- PPC is a “controlled company” under Nasdaq because JBS owned/controlled over 50% of voting power as of the record date, enabling it to elect all JBS Directors and determine outcomes for most matters; for the election of Equity Directors, JBS must vote its PPC shares in line with minority investors per the JBS Stockholders Agreement .
- The Board comprises eight JBS Directors and two Equity Directors, reflecting the control structure embedded in PPC’s certificate of incorporation and bylaws .
- Controlled company exemptions are used for compensation governance; the Compensation Committee does not have a charter under Nasdaq’s controlled company exemptions, which can dilute independent oversight of pay .
- Related‑party transactions with JBS/JBS USA are material and recurring, including shared services and tax sharing arrangements (see table below) .
Related‑Party Transactions (FY 2024)
| Item | Amount (USD thousands) |
|---|---|
| Expenditures paid by JBS USA on behalf of PPC (reimbursable) | $121,962 |
| Expenditures paid by PPC on behalf of JBS USA (reimbursable) | $14,593 |
| Sales to related parties | $33,333 |
| Purchases from related parties | $206,482 |
| Tax Sharing Agreement: JBS USA to pay PPC incremental tax cost savings tied to dividends (12/30/2024–12/30/2026), aggregate cap | Up to $725,000 |
Expertise & Qualifications
- 35+ years in the global protein industry; brings extensive operational and business management experience to PPC’s Board .
- Senior leadership/owner‑operator perspective via co‑control of J&F Investimentos and involvement at the J&F Institute .
Governance Assessment
- Control and independence: PPC is controlled by JBS with 82.34% voting power; Batista is not independent and is a JBS‑designated director. Minority investor protections exist via the Equity Director election mechanism but are limited to those seats. This structure concentrates decision rights with the controller. RED FLAG: concentrated control and non‑independent status .
- Committee oversight: Batista holds no committee seats, which limits his direct influence over audit/compensation processes; however, PPC relies on controlled‑company exemptions for compensation governance (no Compensation Committee charter), which reduces formal independence safeguards. RED FLAG: controlled‑company exemption applied to compensation oversight .
- Related‑party exposure: Significant ongoing transactions and shared‑service/tax arrangements with JBS/JBS USA require rigorous independent oversight; PPC states such transactions are reviewed/approved by the Audit Committee and must meet arm’s‑length standards under its charter and certificate. Monitoring this oversight remains critical given size and breadth of dealings. RED FLAG: material related‑party transactions with controller .
- Legal/reputational considerations: Prior Brazilian leniency agreement, U.S. DOJ plea by J&F, and SEC cease‑and‑desist orders involving JBS and the Batista brothers are concluded/satisfied per disclosures, but represent enduring reputational risk for a controller‑affiliated director. RED FLAG: historical anti‑corruption matters tied to controller affiliates (albeit closed) .
- Alignment: Extremely high beneficial ownership aligns long‑term value but also entrenches control; director equity grants are modest and time‑based, with no performance conditions for directors. Mixed signal: strong ownership alignment vs. controller entrenchment .
Overall: Batista’s presence signals controller influence at PPC. Minority investors should focus on the independence and authority of the Audit and Equity Nominating Committees, the rigor of related‑party transaction reviews, and any changes to compensation governance under controlled‑company exemptions .