Independent
Tenure on this board
4.1 yrs
Also a director at
Gp-act III Acquisition Corp (GPAT)
2 nominees · 4 ballot items.
Elect two Class I directors; approve, on a non-binding advisory basis, the compensation of named executive officers; choose the frequency (one, two or three years) for future advisory votes on NEO compensation; and ratify KPMG LLP as independent registered public accounting firm for 2026.
Elect two Class I directors (Sergio Pedreiro and Uallace Moreira Lima) to serve three-year terms expiring in 2029.
Non-binding, advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal requests a non-binding advisory (“say-on-pay”) approval of the Company’s named executive officer (NEO) compensation as disclosed in the proxy materials. Management seeks this advisory approval to obtain stockholder feedback on its overall executive compensation philosophy, which emphasizes long-term value creation, equity-based incentives, performance-based RSUs tied to certification and commercialization milestones, and cash preservation prior to revenue generation. The Compensation Committee and Board view the say-on-pay vote as an important governance signal and state they will consider the outcome when making future compensation decisions, though the vote is not binding. The Company’s compensation program emphasizes equity awards (time- and performance-based RSUs) to align executives with stockholders, ties short-term incentives to corporate and, for some NEOs, individual goals, and includes clawback provisions and other governance safeguards. Management argues the disclosed program is well-structured for the company’s pre-revenue, certification-focused stage and that disclosed payouts for 2025 reflect strong alignment with corporate milestones and disciplined pay practices. Potential investor concerns include high equity weighting that can produce large reported compensation volatility if grants are sizable, limited public disclosure of specific performance milestones (the company withholds some milestone detail citing competitive harm), and the presence of a controlled-company structure that limits certain governance elements. The Board’s unanimous recommendation in favor should be weighed against these governance factors and the advisory nature of the vote; a negative vote would not change pay contracts but would prompt the Board and Compensation Committee to reassess policies and disclosures.
Non-binding, advisory vote where stockholders indicate whether future advisory votes on NEO compensation should occur every one, two, or three years (or abstain); the Board recommends every three years.
This non-binding proposal asks stockholders to indicate their preference for the frequency—one, two, or three years—of future advisory 'say-on-pay' votes. Management recommends a triennial (every three years) frequency, arguing it provides a reasonable interval for implementing and evaluating executive compensation policies while still allowing periodic shareholder input. From a governance standpoint, more frequent votes (annual) increase shareholder engagement and responsiveness, while multi-year votes can reduce administrative burden and allow multi-year incentive designs to play out, which may be appropriate for a pre-revenue company with long-term certification milestones like Eve. The board’s controlled-company status and strong influence from a large strategic holder (Embraer/EAH) means shareholder signals are consultative rather than binding, but the frequency choice affects how quickly the board hears and reacts to investor concerns on pay. Analysts should weigh the company’s stage—heavy emphasis on long-term, milestone-based RSUs and the omission of detailed milestone disclosure for competitive reasons—against the desire for regular investor oversight. A three-year cadence aligns with the multi-year vesting schedules and five-year market-value-linked RSU measurement periods described in the CD&A, reducing volatility in perceived responsiveness while still offering periodic review. Investors who prioritize annual accountability may prefer one-year votes; those focused on long-term alignment may support three years. Given the Board’s public recommendation for three years, the likely implementation (if the advisory preference aligns) supports management’s view of long-horizon compensation outcomes.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.2% | 4,257,093 | $11M |
| 2 | BW Gestao de Investimentos Ltda. | 1.1% | 3,686,140 | $9M |
| 3 | BlackRock, Inc. | 0.9% | 3,164,432 | $8M |
| 4 | United Airlines Holdings, Inc. | 0.8% | 2,653,861 | $7M |
| 5 | BlackRock, Inc. | 0.7% | 2,401,125 | $6M |
| 6 | SPX Gestao de Recursos Ltda | 0.7% | 2,293,630 | $6M |
| 7 | STATE STREET CORP | 0.6% | 2,026,784 | $5M |
| 8 | MASTERS CAPITAL MANAGEMENT LLC | 0.6% | 2,000,000 | $5M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.6% | 1,929,920 | $5M |
| 10 | UBS Group AG | 0.5% | 1,835,771 | $5M |
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