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 | Date of birth | Position | Election date | Term of office | Independent member |
---|---|---|---|---|---|
Marcos Marinho Lutz | 12/30/1969 | Chairman | 04/16/2025 | AGM 2027 | No |
Jorge Marques de Toledo Camargo | 04/28/1954 | Vice-Chairman | 04/16/2025 | AGM 2027 | Yes |
Fabio Venturelli | 10/25/1965 | Member of the Board of Directors | 04/16/2025 | AGM 2027 | Yes |
Flávia Buarque de Almeida | 08/04/1967 | Member of the Board of Directors | 04/16/2025 | AGM 2027 | Yes |
Francisco de Sá Neto | 10/27/1965 | Member of the Board of Directors | 04/16/2025 | AGM 2027 | Yes |
José Mauricio Pereira Coelho | 08/04/1966 | Member of the Board of Directors | 04/16/2025 | AGM 2027 | Yes |
Marcelo Faria de Lima | 12/01/1961 | Member of the Board of Directors | 04/16/2025 | AGM 2027 | Yes |
Peter Paul Lorenço Estermann | 07/28/1957 | Member of the Board of Directors | 04/16/2025 | AGM 2027 | No |
Vânia Maria Lima Neves | 12/26/1964 | Member of the Board of Directors | 04/16/2025 | AGM 2027 | Yes |
Marcos Marinho Lutz
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.
Jorge Marques de Toledo Camargo
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.
Marcos Marinho Lutz
Mr. Lutz joined Ultrapar in April 2021 as a member of the Board of Directors and, in January 2022, he became the CEO of the Company, leaving the Board of Directors. Mr. Lutz returned to the Board of Directors as Vice-Chairman in April 2023, cumulatively with the positions of CEO of Ultrapar and member of the People and Sustainability Committee. Mr. Lutz also holds the position of Director of Ultra S.A. Participações since 2021. Mr. Lutz has been a member of the Board of Directors of Votorantim S.A. since 2020, and of Corteva Agriscience since 2019. He also served as a member of the Board of Directors of 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 S.A. from 2013 to 2020, of Moove S.A. from 2008 to 2020, and of Monsanto S.A. from 2014 to 2018. He was also the Chairman of the Infrastructure Council of Federação das Indústrias do Estado de São Paulo (FIESP) from 2015 to 2021, and the Chief Executive Officer of Cosan S.A. – Indústria e Comércio from 2009 to 2020. He graduated as a naval engineer from the University of São Paulo, and holds a master’s degree in business administration from the Kellogg School of Management.
Fabio Venturelli
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.
Flávia Buarque de Almeida
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.
Francisco de Sá Neto
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.
José Mauricio Pereira Coelho
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.
Marcelo Faria de Lima
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.
Peter Paul Lorenço Estermann
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.
Vânia Maria Lima Neves
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.
Advisory Committees
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), Ana Paula Vitali Janes Vescovi 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 2025.
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 2025.
Internal regulation of the People and Sustainability 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 2025.
Fiscal Council
The Company has a Fiscal Council, which operates on a non-permanent basis, and is installed by the Shareholders’ Meeting in the legal hypotheses. The Fiscal Council is 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.
Name | Date of birth | Position | Election date | Term of office | Independent member |
---|---|---|---|---|---|
Flavio Cesar Maia Luz | 07/27/1951 | Member of the Fiscal Council | 04/17/2024 | AGM 2025 | Yes |
Élcio Arsenio Mattioli | 06/23/1970 | Member of the Fiscal Council | 04/17/2024 | AGM 2025 | Yes |
Marcelo Gonçalves Farinha | 02/22/1965 | Member of the Fiscal Council | 04/17/2024 | AGM 2025 | Yes |
Flavio Cesar Maia Luz
Mr.Luz was Chairman of the Fiscal Council of Ultrapar from 2005 to 2019, and resumed the position in 2021. He also served as coordinator of our Audit and Risks Committee from 2019 to 2021. He is a member of the Board of Directors and Audit Committee coordinator of Ser Educacional S.A., Livetech Indústria e Comércio S.A. and Fertilizantes Heringer S.A. Mr. Luz is also a member of the Audit Committee of Serena Energia S.A. and CTC – Centro de Tecnologia Canavieira since 2021, and a member of the Advisory Board of Brasanitas Empresa Brasileira de Saneamento Ltda. since 2012. Mr. Luz served as a member of the Board of Directors of Marcopolo S.A. from 2016 to 2018, and as a member of the Fiscal Council of Itaúsa S.A. from 2014 to 2020, and CTEEP S.A. from 2012 to 2020. He served as Chairman of the Fiscal Council of Dexco S.A. from 2018 to 2019, and of Linx S.A from 2018 to 2021. Mr. Luz graduated in civil engineering from University of São Paulo and holds a post-graduate degree in business administration from Fundação Getulio Vargas. He also holds certificates of continuing education programs in finance, marketing strategy, negotiation and M&A from Harvard Business School, Stanford University, California University (Berkeley) and Wharton Business School, respectively.
Élcio Arsenio Mattioli
Mr. Mattioli has been a member of the Fiscal Council since April 2023. He is also a member of the Fiscal Council of Complementary Pension Association (Ultraprev) since 2017. Additionally, he served as Administration and Control Officer at Imifarma Produtos Farmacêuticos e Cosméticos S.A. from 2014 to 2022. Mr. Mattioli graduated in accounting from College of Economics São Luiz and holds a MBA in business management from Fundação Getulio Vargas.
Marcelo Gonçalves Farinha
Mr. Farinha has been a member of the Fiscal Council since April 2023 and is Director of Administration and Finance at Pouprev – Fundação de seguridade social since 2023. Mr. Farinha also served as an alternate member of the Fiscal Council of HMOBI Participações S.A. from 2022 to 2023, as Commercial Director of Brasilcap Capitalização S.A from 2020 to 2022, CEO from 2019 to 2020, and Administrative, Financial, Risk and Control Director from 2017 to 2019. Mr. Farinha graduated in electrical engineering from the Federal University of Uberlândia, holds a master’s degree in business economics from the Catholic University of Brasilia. He also holds a MBA in advanced finance from the University of São Paulo.
Executive Board
The Executive Board is comprised of up to eight members. According to Ultrapar’s Bylaws, the Board of Directors is responsible for appointing among the officers elected who shall perform the duties of Chief Executive Officer and Chief Financial and Investor Relations Officer. Each of the current Executive Officers were appointed by the Board of Directors for a two-year term, reelection being allowed. It is incumbent on the Executive Board to perform the acts required for the regular operation of the Company and management of its businesses.
Name | Date of birth | Position | First election date | Term of office |
---|---|---|---|---|
Rodrigo de Almeida Pizzinatto | 04/04/1977 | CEO of Ultrapar | 09/16/2020 | AGM 2027 |
Alexandre Mendes Palhares | 11/19/1985 | CFO of Ultrapar | 04/16/2025 | AGM 2027 |
Bernardo Sacic | 04/03/1974 | M&A and New Business Officer | 04/16/2025 | AGM 2027 |
Manuella Carvalho Campos de Oliveira | 06/15/1983 | Human Resources Officer | 04/16/2025 | AGM 2027 |
Marina Guimarães Moreira Mascarenhas | 12/31/1986 | General Counsel | 04/16/2025 | AGM 2027 |
Rodrigo de Almeida Pizzinatto
Mr. Pizzinatto joined Ultrapar in 1999 as an intern and, since then, has worked in different areas of the Company, including Treasury, M&A, Corporate Planning and Investor Relations. From 2012 to 2014, he served as a Director of the areas of M&A, Corporate Planning and Investor Relations. From 2014 to 2018, Mr. Pizzinatto was appointed as an Officer of Extrafarma’s, responsible for different areas during his tenure, such as Expansion, Marketing, Commercial and Logistics. In June 2018, he was named CEO of Extrafarma, leading a strategic redirection and results recovery for the company. In October 2020, he was nominated Ultrapar’s Chief Financial and Investor Relations Officer. Mr. Pizzinatto graduated in business administration from Fundação Getulio Vargas and holds a MBA from Stanford Graduate School of Business.
Alexandre Mendes Palhares
Mr. Palhares joined Ultrapar in May 2024 as the Financial Planning and Investor Relations Director. Since April 2025, he has been the Chief Financial and Investor Officer of Ultrapar. From 2020 to 2024, Mr. Palhares served as the Chief Financial and Investor Relations Officer of Eurofarma and from 2019 to 2020, of Delta Energia. From 2005 to 2010, Mr. Palhares worked at Embraer and between 2010 and 2019 at Cosan Group, where he held several positions, including Chief Financial Officer at Moove in 2016 and Financial Director at Rumo Logística from 2017 to 2019. Mr. Palhares graduated in business administration and international trade from the University of Taubaté,and holds MBA in finance at the University of Taubaté and an MBA in business, innovation and project management at FIA (Fundação Instituto de Administração) with an internation extension at University of Laverne focusing on finance.
Bernardo Sacic
Mr. Sacic joined Ultrapar in November 2024 as the M&A and New Businesses officer and, as of April 2025, he is Executive Officer of the Company. From 2015 to 2024 Mr. Sacic served as M&A and New Businesses Director of AES Brasil. From 2011 to 2015, Mr. Sacic worked at Andrade Gutierrez S.A and Enel Brasil as a manager focused on developing new businesses and projects. He graduated as an electrical engineer from the Technological Education Federal Center Celso Suckow da Fonseca and completed an executive education program from the Institute of Postgraduate Studies and Research in Administration at the Federal University of Rio de Janeiro.
Manuella Carvalho Campos de Oliveira
Ms. Oliveira joined Ultrapar in 2023 as the human resources officer and, as of April 2025, she is Executive Officer of the Company. From 2017 to 2023, Ms. Oliveira served as the head of people and culture at Omega Energia and, from 2007 to 2016, as the head of project finance of PDG Incorporadora e Construtora. She graduated in economics from Ibmec and completed executive education programs in several fields from different institutions, such as business and financial management, private equity and venture capital, valuation and HR, from FGV, Insper, NYU Stern School of Business and Dom Cabral Foundation, respectively.
Marina Guimarães Moreira Mascarenhas
Ms. Mascarenhas joined Ultrapar in 2023 as the General Counsel and is also a member of the Conduct Committee. As of April 2025, she is also Executive Officer of the Company. As of the date of this annual report she was a member of the Board of Directors of Hidrovias do Brasil S.A and a member of Ultra Institute. From 2011 to 2023, Ms. Mascarenhas worked at BRMalls, serving as General Counsel from 2018 to 2023 and its Data Protection Officer from 2020 to 2023. She graduated in law from the Pontificial Catholic University of Rio de Janeiro, holds a master degree in corporate law and capital markets from Ibmec and completed an executive education program in privacy and data protection at Insper
Organization Chart
Alignment of interest between the executives of the Company and shareholders
Variable compensation linked to performance indicators
The leaders of Ultrapar have variable compensation, established based on EBITDA and operating cash flow goals defined for each business and for Ultrapar, in addition to individual goals associated with the businesses’ operational and commercial performance, people development, projects, and at least 1/3 of the individuals goals (or 10% of the total) linked to ESG goals, always taking into account the Strategic Plan approved by the Board of Directors.
Stock ownership plan
The Company’s executives are also shareholders of Ultrapar through its stock plan. Currently, stock programs are linked to the executive’s length of stay at the Company, his/her performance and the generation of business value (Economic Value Added – EVA), in line with the Company’s Strategic Plan. The Board of Directors defines the amount of shares to be granted to the executives.
For more information, access Item 8 of the Reference Form (Portuguese only) or item 6.B. of 20-F.