Board of directors
Under the Company’s Bylaws, our Board of Directors shall be comprised from five to eleven members, with at least 1/3 or two, whichever is higher, independent members, meeting the minimum requirements of the Novo Mercado Regulation. The Board members are elected for a unified term of two years, with reelection being permitted.
The Board of Directors is currently comprised of nine members, who bring relevant and complementary experiences to the body, and combines members of the Company with four new members. According to the independence criteria set by CVM, seven members are independents and two are non-independents.
In order to strengthen our governance structure, the Company has advisory committees to the Board of Directors, statutory and non-statutory:
- Statutory committees: People and Sustainability Committee, Audit and Risks Committee and Investments Committee;
- Non-statutory committees: Conduct Committee, Security Committee, Insurance Committee, Financial Risks Committee, Disclosure and Trading Committee and Information Security Committee.
Information on the duties of the Board and its statutory advisory committees, as well as the resumes of its members are available on the Reference Form (Portuguese only) and on 20-F (English only).
| Name | Position | Election date | End of Term | ||
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| Marcos Marinho Lutz | Chairman | 04/16/2025 | AGM 2027 | ||
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Mr. Lutz joined Ultrapar in April 2021 as a member of the Board of Directors and, from January 2022 to April 2025, held the position of Chief Executive Officer of Ultrapar. From April 2023 to April 2025, Mr. Lutz was the Vice-Chairman of Ultrapar’s Board of Directors and has been a member of the People and Sustainability Committee since 2023. As of April 2025, Mr. Lutz is the Chairman of the Board of Directors of the Company. He also holds a position as Director of Ultra S.A. since 2021 and as the Chairman of the Board of Directors of Hidrovias do Brasil S.A. since June 2024 and of Ipiranga, Ultragaz and Ultracargo since January 2025. Mr. Lutz has been a member of the Board of Directors of Itau Unibanco S.A. since 2025 and of Corteva Agriscience since 2019. He also served as a member of the Board of Directors of Votorantim S.A. from 2020 to 2025, Rumo Logística S.A. from 2008 to 2020, and as the Chairman in 2020. Mr. Lutz was a member of the Board of Directors of Comgás S.A. from 2018 to 2020, of Raízen from 2013 to 2020, of Moove S.A. from 2008 to 2020 and of Monsanto S.A. from 2014 to 2018. Mr. Lutz was Chairman of the Infrastructure Council of FIESP (Federação das Indústrias do Estado de São Paulo) from 2015 to 2021 and Chief Executive Officer of Cosan from 2009 to 2020. He graduated as a naval engineer from the University of São Paulo and holds an MBA in marketing, operations and logistics from the Kellogg School of Management. |
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| Jorge Marques de Toledo Camargo | Vice-Chairman | 04/19/2023 | AGM 2027 | ||
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Mr. Camargo joined Ultrapar in April 2015 as a member of the Board of Directors, serving as Vice-Chairman since April 2025, and served as a Chairman from 2023 to 2025. He has been a member of the Audit and Risks Committee from 2021 to 2023, and since April 2025, and a member of the Investments Committee from 2019 to 2025 (serving as its coordinator from 2023 to 2025). Mr Camargo also has been member of the Board of Directors of Ultracargo since January 2025. Mr. Camargo has been member of the Board of Directors and coordinator of the People, Sustainability and Governance Committee at Vast Infraestrutura S.A. since 2020. He has also been member of the Board of Directors, Strategy Committee and coordinator of the People, Integrity and Sustainability Committee of Prumo Logística S.A. since 2014 and was also a member of the Board of Trustees of Centro Brasileiro de Relações Internacionais (CEBRI) until 2023. Mr. Camargo served as President of IBP from 2015 to 2018 and was a member of its Board of Directors from 2010 to 2023. He was also a senior advisor at McKinsey & Comp., Inc. from 2012 to 2019. Mr. Camargo was a member of the Board of Directors of Odebrecht from 2018 to 2019, and a member of Nexans’ Strategic Advisory Board from 2014 to 2018. In addition, Mr. Camargo worked for Equinor as Senior Vice-President from 2003 to 2004 and was the President of Equinor Brasil from 2005 to 2009. He worked for Petrobras for 26 years, including as an Executive Officer responsible for the international area. He graduated in geology from the University of Brasilia and obtained a master’s degree in geophysics from the University of Texas. |
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| Fabio Venturelli | Independent Member of the Board of Directors | 04/19/2023 | AGM 2027 | ||
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Mr. Venturelli joined Ultrapar in April 2023 as a member of the Board of Directors and the Investments Committee. Currently, he also serves as CEO at São Martinho S.A., São Martinho Terras Imobiliárias S.A., Bioenergética São Martinho S.A., São Martinho Inova S.A., Bioenergética Santa Cruz S.A., São Martinho Logística e Participações S.A., São Martinho Terras Agrícolas S.A., Bioenergética Boa Vista S.A., Bioenergética São Martinho Ltda., and Biometano Santa Cruz Ltda. He has also been a member of the Board of Directors of Centro de Tecnologia Canavieira since 2013, member of the Related Party Committee and Coordinator of the IPO Committee since 2023. He served as a member of the Board of Directors at Braskem from 2018 to 2020. Mr. Venturelli graduated in industrial engineering from the University of São Paulo, and in executive education from the Insead of Fontainebleau at France. |
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| Flávia Buarque de Almeida | Independent Member of the Board of Directors | 04/10/2019 | AGM 2027 | ||
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Mrs. Almeida joined Ultrapar in April 2019 as a member of the Board of Directors, and was a member of the Investments Committee until 2023. Currently, she serves as coordinator of Ultrapar’s People and Sustainability Committee and is a member of its Conduct Committee. She has been partner, member of the Board of Directors and CEO of Península Capital S.A. since 2015. Mrs. Almeida has also been a member of the Board of Directors of O3 Gestão de Recursos Ltda since 2021. She has also been a member of the Board of Directors of Atacadão S.A. since 2017 and of W2W E-Commerce de Vinhos S.A. since 2016. Mrs. Almeida was a member of the Board of Directors of BRF S.A. from 2017 to 2022, and also served as Officer at GAEC Educação S.A. from 2014 to 2018. Mrs. Almeida graduated in business administration from Fundação Getulio Vargas and holds a MBA from Harvard Business School, in addition to extension courses from Kellogg Graduate School of Management, Insead and Harvard. |
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| Francisco de Sá Neto | Independent Member of the Board of Directors | 04/19/2023 | AGM 2027 | ||
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Mr. Neto joined Ultrapar in April 2023 as a member of the Board of Directors and the People and Sustainability Committee. Since 2018, he is also a member of the Board of Directors at Votorantim Cimentos S.A. and has been a partner at E2F Participações S.A. He graduated in civil engineering from the Federal University of Bahia, and holds a master’s degree in finance and organizational behavior from the University of California in Berkeley. |
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| José Mauricio Pereira Coelho | Independent Member of the Board of Directors | 04/15/2015 | AGM 2027 | ||
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Mr. Coelho joined Ultrapar in April 2015 as a member of the Board of Directors and, since 2019, he has served as a member of the Audit and Risks Committee, served as coordinator since 2023. Currently he also is a member of the Risks and Compliance Committee of Banco Santander. He served as Chairman of the Board of Directors of Vale S.A from 2019 to 2021, CEO of Caixa de Previdência dos Funcionários do Banco do Brasil (Previ) from 2018 to 2021, and Chairman of the Deliberative Council of Associação Brasileira das Entidades Fechadas de Previdência Complementar (ABRAPP) from 2018 to 2021. Mr. Coelho was also a member of the Board of Directors of Instituto Brasileiro de Resseguros from 2017 to 2019 and, between 2017 and 2018, he was a member of the Board of the Confederação Nacional das Empresas de Seguros Gerais, of Mapfre BB SH2 Participações S.A., of BB Mapfre SH1 Participações S.A. and of Brasilprev Seguros e Previdência S.A. Mr. Coelho graduated in accounting at Unigranrio University, holds a MBA in finance and capital markets from Fundação Getulio Vargas in Rio de Janeiro, and got specialized in corporate governance from Fundação Getulio Vargas in São Paulo. |
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| Marcelo Faria de Lima | Independent Member of the Board of Directors | 04/19/2023 | AGM 2027 | ||
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Mr. Lima joined Ultrapar in April 2023 as a member of the Board of Directors and the Audit and Risks Committee. He has also served as the Chairman of the Board of Directors of Kilmasan Klima Sanayl ve Ticaret AS since 2009, of Metalfrio Solutions S.A. since 2004, and of Veste S.A. Estilo since 2008. He received a degree in economics from the Pontifícia Universidade Católica of Rio de Janeiro. |
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| Peter Paul Lorenço Estermann | Member of the Board of Directors | 04/19/2023 | AGM 2027 | ||
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Mr. Estermann joined Ultrapar in April 2023 as a member of the Board of Directors and the Investments Committee. He is a partner and an Officer of Portfolio Management at Pátria Investimentos since 2021. Mr. Estermann was CEO of Pão de Açúcar Group from 2018 to 2020, and of Via Varejo S.A. from 2015 to 2018. Mr. Estermann graduated in agronomy engineering from the Federal University of Lavras, and holds a post-graduate degree from the Harvard Business School. |
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| Vânia Maria Lima Neves | Independent Member of the Board of Directors | 04/16/2025 | AGM 2027 | ||
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Ms. Neves joined Ultrapar Participações as member of the Board of Directors in April 2025, also serving as a member of the Audit and Risks Committee. Ms. Neves has been an independent member of the Board of Directors of Grupo Carrefour Brasil since 2022, member of the Board of Directors of Instituto Pacto Contra a Fome since 2023 and member of the Board Advisory of Rede Mulheres Empreendedoras (RME) & Instituto Rede Mulheres Empreendedoras (IRME), Brazil since 2022. Ms. Neves served as Chief Technology Officer, from 2021 to 2023, and Global Business Solutions Director, from 2023 to 2025, at Vale. Vânia Neves graduated in Mathematics from Universidade Federal Fluminense, has post-graduation in System Analysis from PUC Rio and Telecom Management from FGV Rio and Master of Business Administration from PUC Rio. |
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Fiscal council
The Company’s Fiscal Council shall be non-permanent basis, and when installed by the Shareholders’ Meeting in the legal hypotheses. The Fiscal Council shall be comprised of three members and an equal number of alternate members, with the duties, competences and remuneration provided for by law, with a one-year term. At the 2025 Shareholders’ Meeting, there was no request to install a Fiscal Council with the legally required quorum.
Advisory committees
- Audit and risks committee
In accordance with our Bylaws, the Audit and Risks Committee shall be comprised only by Directors, with the majority being independent members and it must include at least one member with recognized experience in corporate accounting matters. The Committee has as main responsibilities evaluating the effectiveness of internal control and risks management mechanisms.
The Audit and Risks Committee is comprised by the Board members José Mauricio Pereira Coelho (committee coordinator), Vânia Maria Lima Neves and Marcelo Faria de Lima, whose terms coincide with the Board of Directors terms, which is until the Annual General Shareholders’ Meeting to be held in 2027.
Internal regulation of the Audit and Risks Committee
- People and sustainability committee
In accordance with our Bylaws, the People and Sustainability Committee shall be comprised of a majority of members of the Board of Directors, of which at least two shall be independent Directors. The Committee has as main responsibilities proposing parameters and guidelines for the remuneration policy to the Board of Directors, assisting in the succession process of the Company’s executives and carrying out diligence and supervising the steps and goals proposed by the management related to the sustainability of operations and the development of its material themes, as well as monitoring their compliance.
The People and Sustainability Committee is comprised by the Board members Flávia Buarque de Almeida (committee coordinator), Francisco de Sá Neto and Marcos Marinho Lutz, whose terms coincide with the Board of Directors terms, which is until the Annual General Shareholders’ Meeting to be held in 2027.
Internal regulation of the People and Sustainability Committee
- Investments committee
In accordance with our Bylaws, the Investments Committee shall be comprised of a majority of members of the Board of Directors. The Committee has as main responsibilities the preparation and monitoring of strategic plans and budgets, and the capital allocation strategy.
The Investments Committee is comprised by the Board members Jorge Marques de Toledo Camargo (committee coordinator), Fabio Venturelli and Peter Paul Lorenço Estermann, whose terms coincide with the Board of Directors terms, which is until the Annual General Shareholders’ Meeting to be held in 2027.
Board of directors of the businesses
The board of directors of Ipiranga, Ultragaz, and Ultracargo was created to provide greater agility, autonomy, and responsibility in each business, as well as efficiency and influence in performance monitoring.
This governance model is aligned with the Company’s strategy of acting as a shareholder and capital allocator focused on generating long-term value with solid governance, allowing the Ultrapar Board’s discussions to concentrate on capital allocation, portfolio management, and talent development aligned with our corporate culture.
For details about the Hidrovias Board, click here.