Cristina Farjallat
About Cristina Farjallat
Cristina Farjallat, age 53, has served on the Board since January 2023 and is an independent director. She is Regional Sales Director, Mid‑Market Latin America at Facebook Brasil (since March 2020), holds an MBA from Harvard Business School and a bachelor’s degree from Universidade de São Paulo, and resides in São Paulo, Brazil. At the 2024 annual meeting, she received 96.4% votes in favor of election. She serves on the Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mercado Livre do Brasil | Senior Director of Marketplace / Chief Marketing Officer | Mar 2017 – Feb 2020 | Digital growth and marketing leadership |
| Tiena Indústria e Comércio de Cosméticos Ltda | Founder & CEO | Jan 2009 – Oct 2016 | Founder/operator experience |
| Lojas Americanas S.A. | Independent Board Member | Jun 2021 – Dec 2021 | Director of one of South America’s largest retailers |
| Americanas (publicly traded) | Advisor; Digital Committee member | Dec 2021 – Apr 2023 | Advisory role with digital committee responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Facebook Brasil (Meta) | Regional Sales Director, Mid‑Market Latin America | Since Mar 2020 | Current operating role in digital/ads |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under NYSE/TSX and U.S./Canadian securities laws |
| Board tenure | Director since Jan 2023 |
| Committee assignments (2024–2025) | Compensation Committee member |
| Committee chair roles | None (Compensation Committee chaired by Alexandre Behring) |
| 2024 attendance | Each incumbent director attended ≥75% of Board and applicable committees; Board met 5x; Compensation 2x |
| 2024 shareholder support | 96.4% votes in favor at 2024 AGM |
Fixed Compensation
| Component (Directors) | 2024 Program | 2025 Program | Notes |
|---|---|---|---|
| Annual base retainer | $50,000 | $50,000 | Applies to non‑management directors |
| Committee membership fee | $10,000 per committee | $10,000 per committee | Compensation Committee membership applicable |
| Lead Independent Director retainer | $70,000 | $70,000 | Not applicable to Farjallat |
| Meeting fees | Not disclosed | Not disclosed | N/A |
| Cash vs equity election | All directors elected to defer 2024 fees into RSUs (2x value of forgone cash) | Program continues | RSUs fully vested at grant, settle upon end of board service |
| Ms. Farjallat 2024 total director comp | $120,000 stock awards; $0 cash | — | Matches $50k base + $10k committee, all deferred at 2× into RSUs |
Performance Compensation
Directors are not paid performance bonuses; director equity is time‑based. Annual RSUs for 2024 were granted December 31, 2024, valued by dividing forgone fees by $64.91 (12/30/2024 close) and multiplying by two; RSUs were fully vested at grant and settle upon termination of board service. Initial option grants upon first appointment have a notional value of $1,000,000, vest on the fifth anniversary, and expire on the tenth anniversary (partial vesting on termination without cause, death or disability). No director‑specific performance metrics are used for director pay.
| Equity Award Term | Detail |
|---|---|
| 2024 Director RSU grant date | December 31, 2024 |
| RSU valuation basis | $64.91 (12/30/2024 close); grant size = (retainer + committee fees)/$64.91 × 2 |
| RSU vesting/settlement | Fully vested at grant; settle upon end of board service |
| Initial director stock options | $1,000,000 notional at appointment; 5‑year cliff vest; 10‑year term; partial acceleration on certain terminations |
Other Directorships & Interlocks
| Company | Role | Period | Notes |
|---|---|---|---|
| Lojas Americanas S.A. | Independent Director | Jun 2021 – Dec 2021 | Large South American retailer |
- Compensation Committee interlocks: In 2024, the Compensation Committee comprised Behring (Chair), Farjallat, and Melbourne; no interlocks or insider participation were identified.
Expertise & Qualifications
- International executive leadership roles; strategy, business development, marketing, and digital expertise.
- Operating experience in LatAm technology/marketplaces and consumer sectors.
- MBA, Harvard Business School; BA, Universidade de São Paulo.
Equity Ownership
| Metric | Amount | As of |
|---|---|---|
| RSUs held (aggregate) | 3,284 | Dec 31, 2024 |
| Stock options held (aggregate) | 15,218 | Dec 31, 2024 |
| Shares beneficially owned (SEC definition) | 3,284 | Apr 8, 2025 |
| LP (exchangeable) units | — | Apr 8, 2025 |
- Director stock ownership guidelines: 5× annual base cash retainer within five years of election; RSUs count toward the requirement. As of Dec 31, 2024, all non‑employee directors serving >1 year met or were on track.
- Insider trading/hedging: Insider Trading Policy governs directors; company prohibits hedging/short‑selling/margin/pledging by employees (including NEOs). No pledging by Ms. Farjallat is disclosed.
Governance Assessment
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Strengths
- Independent director with current operating role in digital advertising across LatAm; adds marketing and digital expertise aligned with brand growth initiatives.
- Serves on the Compensation Committee; committee composed entirely of independent directors with no interlocks; demonstrates standard governance practices.
- High shareholder support (96.4%) and compliance with attendance expectations in 2024 (≥75%).
- Director pay structurally equity‑heavy via RSU deferral (2× cash value) and initial options, promoting alignment; director ownership guidelines in place and met/on‑track.
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Watch items
- Historical advisory/director roles at Americanas/Lojas Americanas S.A.; while disclosed, investors may monitor for any perceived reputational spillover risk; no related‑party transactions involving Ms. Farjallat are disclosed.
- Compensation Committee chaired by Alexandre Behring (3G co‑managing partner); Board affirms independence for all members including those with 3G affiliations after detailed review—investors may continue to monitor committee independence perceptions.
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Related‑party/conflicts
- Company maintains a written related‑party transactions policy administered by the Audit Committee; no transactions involving Ms. Farjallat are disclosed.