Veste’s board of directors is the decision-making body responsible for, among other things, determining, implementing and monitoring their general business guidelines, including their long-term strategy. Their board of directors is also responsible for appointing and supervising the activities of their executive officers.
Under Brazilian Corporate Law, the board of directors is also responsible for contracting independent auditors.
Veste’s board of directors meets four times a year, and every time its chairman or the majority of its members calls a meeting. The decisions of their board of directors are taken by affirmative vote of the majority of its members present at the meetings.
According to their bylaws, their board of directors must be composed of at least five and up to twelve members. Each board member must hold at least one of their common shares. The members of their board of directors are elected at annual shareholders’ meetings for a one-year term, and are eligible for reelection. Members of their board of directors are subject to removal at any time at their annual shareholders’ meeting. According to their bylaws, at least 20.0% of the members of their board of directors must be independent. In addition, all new members of their board of directors must execute a management compliance statement as a requirement for serving on their board.
Under Brazilian Corporate Law, the members of the board of directors are restricted from voting at shareholders’ meetings or participating in any transaction or business in which that member has a conflict of interest with the Company.
The following table sets forth the current members of their board of directors and their positions:
Mr. Marcelo Faria de Lima is the Chairman of the Company’s Board of Directors. He is also the Chairman of Metalfrio Solutions S.A’s Board of Directors (6+ years) and a Member of Sonae SGPS’s Board of Directors (Portugal) (3+ years). In the USA, he was a Member of Banco C1 Financial’s Board of Directors (7+ years). He was the Chairman of Alper Consultoria e Corretora de Seguros S.A’s Board of Directors (2+ years). Graduated in Economics at the Pontifical Catholic University of the State of Rio de Janeiro (PUC/RJ), where he acted as Macroeconomics professor (2+ years).
Mr. Luciano Mathia Penha is the Vice Chairman of the Board of Directors at Veste S.A. and has been a partner-owner at EPC – Empreendimentos Pereira Carneiro for over 9 years. He served as General Director at Up Brasil for over 3 years and as Vice President at Policard for more than 15 years. He holds a degree in Business Administration from the School of Business, Marketing and Communication (ESAMC), an MBA in Advanced Business Management from Fundação Getúlio Vargas (FGV), and a post-MBA from Northwestern University – Kellogg School of Management.
Mr. Paulo Souza Queiroz Figueiredo is the acting CEO of Dommo Energia S.A. (4+ years). Managing Partner at Geribá Investimentos (16+ years). Member of the Board of Directors of Polo Films (6+ years). Member of the Board of Directors of Mais Energia (9+ years). He was a member of the Ecogen’s Board of Directors (4+ years). He served as Statutory Officer of Atvos S.A. (9 months). He was a member of the Board of Directors of Usina Santa Vitória Açúcar e Álcool (2+ years). He was a member of the Audit Committee of Companhia Muller de Bebidas (Cachaça 51) (1+ year). He was Co-Founder and officer of Luxetrade (3+ years). He worked as an Investment Banking associate at Morgan Stanley (4+ years). Bachelor of Arts in Economics / Arts in Philosophy from Colgate University (1998).
Mr. Pedro Tavares Martins has extensive executive experience in corporate finance within investment banking. He took part in Brazil’s National Privatization Program, advising buyer groups in the acquisition of privatized companies. He also served as an executive at a multinational auditing firm, supporting the government during the privatization process. For over 10 years, he held executive positions in a multinational telecommunications company, working across finance and operations. He is currently a partner at an asset management firm specializing in the structuring of Receivables Investment Funds (FIDCs).
He completed the Advanced Board Leaders Program – ISE (2022), AMP (2017) and PMD (2005) at ISE/IESE. He holds an Executive MBA from COPPEAD/UFRJ (2000), a postgraduate degree in Economics from EPGE/FGV-RJ (1992), and a bachelor’s degree in Electrical Engineering from PUC-RJ (1988).
Ms. Cristina Anne Betts has extensive executive and corporate governance experience in large companies. She served as CEO of Iguatemi S.A. (3+ years), after having acted as CFO and IRO (13+ years). Previously, she held leadership positions at TAM Linhas Aéreas S.A. (4+ years), Bain & Company (4+ years), Credit Suisse First Boston Garantia (4+ years) and Price Waterhouse (6+ years).
She is a member of the Board of Directors of B3 S.A. (4+ years), where she serves on the Audit Committee, which she has chaired since 2024, and on the People Committee. She is also a member of the Board of Directors of Votorantim Cimentos S.A. (since 2025), serving on the Audit Committee, and has previously taken part in governance bodies at Fleury S.A. (2 years), Rumo S.A. (4 years), SwissRE Corporate Solutions Brasil (1+ year), Umane (6 years), St. Paul’s School (6 years) and Contax S.A. (4 years). She holds a degree from Fundação Getúlio Vargas (FGV), an MBA from INSEAD and completed the Advanced Leadership Development program at Harvard University.
Veste’s executive officers are their legal representatives and are mainly responsible for managing their day-to-day operations and implementing the general policies and guidelines set forth by their board of directors.
Brazilian Corporate Law provides that executive officers must reside in Brazil but do not need to be shareholders of the company. In addition, up to one-third of the members of their board of directors may also serve as their executive officers.
The members of their board of executive officers are elected by the board of directors for a three-year term, and may be reelected for subsequent terms. Any officer may be removed by the board of directors before the expiration of his/her term.
Pursuant to their bylaws, their board of executive officers shall be composed of at least three and up to twelve members, including a chief executive officer, a chief financial officer, an investor relations officer, a design officer, a commercial officer, an operating officer and a retail officer. According to their bylaws, the position of investor relations officer may be performed cumulatively with any other position in the board of executive officers, as determined by the board of directors. Under the Novo Mercado rules, all members of their board of executive officers must execute a management compliance statement as a requirement for serving on the board of executive officers.
Mr. Alexandre Calixto Afrange is the current CEO of VESTE, the controlling group of the brands LE LIS, Dudalina, John John, BO.BÔ and Individual. Alexandre Afrange began his career in 1988 and was one of the masterminds of this digital, dynamic and productive industry, as we all know it nowadays. He was only 29 years old, and holding a degree of business administration from Mackenzie University, he was the CFO responsible for the beginning of the expansion process of LE LIS. Seeing a growth potential and leading the development of the supply chain was fundamental to this scenario, with scope of employees, which went from 100 in 1996 to 3 thousand in 2014. In 2007, he carried out the sale of the group control, formerly known as Restoque, and took it to a higher level, increasing its gross revenue from approximately R$200MM in 2007 to R$800MM in 2014 – (without Dudalina). After an off period between 2014 and 2020, he has returned to the market in 2021 as General Officer of Operations of the group, starting a new cycle of growth and profitability.
Miss Elisa Bastos de Lima is the Company’s Chief Financial and Investor Relations Officer. Before joining Veste S.A. Estilo in August 2022, Elisa has worked for McKinsey and JAB Holding Company as MBA Summer Associate in 2021, and for Ambev (3+ years) in the Investor Relations and Financial Planning departments. Previously, Elisa had worked at the Kraft Heinz Company in the Financial Planning and Revenue Management departments (1+ years). She holds a Bachelor’s Degree in Economics from the University of São Paulo (USP) and an MBA from Harvard Business School.
Mrs. Viacava is Store Supervision Director of the Company. Previously, she was Commercial Manager (4+ years) and Finance Manager (1+ year). She also was co-founder of Bo.Bô brand. She worked as a Trader at Cutrale Quintella and Auditor at Trevisan e Associados Auditores Independentes. She is graduated in Economics from FAAP.
Mr Rogério Okada is Supply and Logistics Director of the Company. He has over 20 years of professional experience in Logistics acting in retail companies and logistic operators. He was Logistics Director at Inbrands (5+ years) where he led projects and implementations in six distribution centers. He was Logistics Manager at Lojas Renner (1+ year), Operations General Manager at Ceva Logistics, responsible for Robert Bosch and LG operations (2+ years) and Planning and Operations Manager at Casas Pernambucanas (6+ years). He is Post-Graduated in Logistics from São Judas University and Graduated in Production Engineer from Universidade Paulista.