Board and Committee

Board of Directors

The management of the Company is incumbent upon the Board of Directors and the Executive Board, whose members shall be elected for a unified term of office of 2 years, the Directors, and 2 years, also unified, the Directors, may be re-elected. The Board of Directors shall be composed of 3 to 9 members, shareholders or not, elected by the General Meeting.

Name Office Election Date End of Mandate
David Abramo Randon Chairman 04/17/2024 04/17/2026
Mr. David Randon has been the Chair of the Company's Board of Directors since 2016. He has worked at Randoncorp since 1983, having served as the Chair of the Board of Directors since 2019, when he left the role of Chief Executive Officer. He actively participates in professional and non-profit organizations, also serving as the CEO of Caixa de Assistência Sistema Saúde Integral (SSI Saúde), as member of the Deliberative Council of Instituto Elisabetha Randon (IER) and is also member of the Superior Council of the Chamber of Industry, Commerce and Services of Caxias do Sul (CIC). He holds a degree in Mechanical Engineering from Pontifícia Universidade Católica do Rio Grande do Sul (PUC/RS). He also a certified Board Member from the Brazilian Institute of Corporate Governance (IBGC).
Astor Milton Schmitt Vice Chairman 04/17/2024 04/17/2026
Mr. Schmitt has been serving as Vice Chair of the Company's Board of Directors since 1996. He is the co-owner of AMJD Administração e Participações Ltda and serves as Director of Economics, Statistics and Finance at the Chamber of Industry, Commerce and Services of Caxias do Sul (CIC) and President of the Caxias do Sul Automotive Technological Center Foundation. Previously, he was the Investor Relations Officer of Randoncorp and served as Vice Chair of the Board of Directors of Banco Randon S.A. He also participated in the Advisory Board of the joint ventures Sistemas Automotivos Ltda. and Jost Brasil Sistemas Automotivos Ltda. He holds a degree in Mechanical Engineering.
Daniel Raul Randon Member 04/17/2024 04/17/2026
Mr. Daniel Randon has been a sitting member of the Board of Directors of Frasle Mobility since 2016. He began his professional career over 20 years ago, having held several positions at Randoncorp units. In 2019, he was elected President and CEO of Randoncorp and began to dedicate exclusively to the President role as of 2022, focusing mainly on the ESG, innovation, and institutional agendas. He is President of the Superior Council of Transforma-RS, a collaborative hub that gathers business leaders, government, universities, and civil society to support the sustainable development of the state of Rio Grande do Sul. He actively participates in intensifying innovation fronts through projects and investments that range from cultural transformation to industrial processes at units in Brazil and abroad. He holds a degree in Mechanical Engineering from Universidade de Caxias do Sul (UCS) and an MBA in Administrative-Financial Management from the University of Chicago.
Antonio Sergio Riede Member 04/17/2024 04/17/2026
He holds a master’s degree in Business Management from Fundação Getulio Vargas (FGV); a bachelor’s degree in Social Communication Journalism from UniCEUB (Brasília – DF); is a sitting member of the Decision-Making Board since 2018, and a member of the Risk and Liquidity Committee since 2023, at Previ (Caixa de Previdência dos Funcionários do Banco do Brasil), where he also served as a member of the Compensation Committee and alternate Fiscal Council member. He has served as a member of the People, Culture, and Governance Committee since 2023, at Tupy. He has been the Chair of the Fiscal Council of Fenabb (Federação Nacional das Associações Atléticas Banco do Brasil) since 2018, where he has also been a sitting member of the Decision-Making Board, Chair of the Executive Board, among other executive positions. He was a sitting Board of Directors member at Springs Global from 2020 to 2023; and a sitting Board of Directors member at Kepler Weber from 2017 to 2020. He worked as a sitting member of the Decision-Making Board and Chair of the Executive Board at Anabb (Associação Nacional dos Funcionários do Banco do Brasil). He worked at Cassi (Caixa de Assistência dos Funcionários do Banco do Brasil) as Chair of the Executive Board. He was a sitting Fiscal Council member at Fibria, Invepa, and Brasilcap, having built a long career at Banco do Brasil.
Renata Faber Rocha Ribeiro Member 04/17/2024 04/17/2026
She holds a degree in Business Administration from Fundação Getúlio Vargas (FGV), and has been working at Grupo BTG Pactual since August 2020, where she holds the position of ESG Director at Exame Magazine. Before that, Renata accumulated over 15 years of experience in Equity Research at Itaú BBA, in the transportation, logistics, and capital goods sectors, being recognized by Institutional Investor magazine’s ranking as one of the best analysts in Latin America in these sectors between 2005 and 2017. Renata also studied Leadership in Sustainability and Corporate Responsibility at the London Business School, Strategies for Advancing Diversity and Inclusion at INSEAD, and has been actively involved in several partnerships and projects aimed at advancing the sustainability agenda. She has been a Board of Directors member of Azul Linhas Aéreas Brasileiras since December 08, 2022, where she is also an independent member of the Statutory Audit Committee and the ESG Committee.

Executive Board

The Company’s Executive Board shall be composed of at least 2 members and a maximum of 9 members, shareholders or not, resident in the country, being one Chief Executive Officer, one Chief Operating Officer, one Investor Relations Officer and others without specific designation, elected by the Board of Directors, the functions may be cumulated by the same Director.

Name Office Election Date End of Mandate
Sergio Lisbão Moreira de Carvalho Chief Executive Officer 05/07/2024 05/07/2026
Mr. Carvalho is President Director and CEO of Frasle Mobility. He is also the CEO of Randoncorp, where he has been working since 2017, with extensive professional experience in business management and mergers and acquisitions, contributing to the fulfillment of the Company's financial and sustainable development goals. He a member of the Heavy Duty Manufacturers Association (USA) and directs the Rio Grande do Sul section of Sindipeças. He also has international experience in the automotive sector, having served a board member for several companies in North America, South America, Europe, and Asia, as well as Vice President of Meritor (USA), CEO and President of Nelson Global Products (USA), President of Sypris Technologies (USA), CEO and President of Fuwa Heavy Industries (China) and founder and CEO-President of AXN Heavy Duty (USA).
Hemerson Fernando de Souza Investor Relations Director 05/07/2024 05/07/2026
Mr. Souza is the Business, M&A, and IR Officer of Frasle Mobility. With over 20 years of professional experience, he has served in different roles in areas such as Commercial and Marketing, Market, Strategic Planning, Mergers and Acquisitions, Capital Markets, and Investor Relations. Previously, we also served as Planning and Investor Relations Manager at Randoncorp and was also Executive Manager of Controllership and Investor Relations at the Company. In 2019, he was elected as the Director responsible for the subsidiaries Fremax and Controil, the units in Europe and the M&A division of Frasle Mobility, in addition to becoming the Investor Relations Officer. He holds a degree in Social Communication, an MBA in Business, Management, Marketing, and Related Support from ESPM, and an MBA in Finance from IBMEC.
Anderson Pontalti Chief Operating Officer 05/07/2024 05/07/2026
Mr. Pontalti is Supervisor Director of Frasle Mobility. He has been working at Randoncorp for over 20 years and held positions in several companies, such as Jost Brasil and Frasle Mobility Europa. As Operations Director, he is responsible for the entire business operations in Brazil, China, USA and, more recently, Europe, the Middle East and Africa (EMEA). Over the last three years, he actively participated in the growth cycle of M&A projects and in the Company's strategic repositioning. He holds a degree in Mechanical Engineering from Universidade de Caxias do Sul (UCS), a master’s degree in Automotive Engineering from Universidade Federal do Rio Grande do Sul (UFRGS), in addition to specialist and MBA degrees from Fundação Dom Cabral (FDC), Intitut Européen d’Aministration des Affaires (INSEAD - France) and Harvard Business School (USA).

Audit Board

The Audid Board will not be permanent and will only be installed at the request of shareholders representing at least 10% (ten percent) of the shares entitled to vote or 5% (five percent) of the shares without voting rights, also observing the provisions of the applicable legislation. When installed, the Audit Board will be composed of 3 (three) to 5 (five) effective members and an equal number of alternates, elected by the General Meeting.

Name Office Election Date End of Mandate
Jaime Marchet Member 04/17/2024 04/17/2025
Bachelor in Business Administration from Universidade de Caxias do Sul, Jaime has been a member of the Board of Directors of Banco Randon since 2021; a member of the Advisory Council of Randon Triel HT since 2020; a member of the Fiscal Council of SSI since 2015; an alternate member of the Board of Directors of Fundação Universidade de Caxias do Sul since 2017; Vice Chair of the Advisory Council of CIC, reelected for the 2023 - 2025 period. He has experience as Corporate Director of Controllership of Randoncorp, where he worked from 2016 to 2021, as well as Financial Coordinator from 1996 to 2001, and Coordinator of Foreign Trade from 1989 to 1996. He was Administrative Director of Banco Randon S.A. from 2009 to 2021; Manager of Controllership, Finance, II, and IR of FRAS-LE S.A. from 2005 to 2009; and Executive Director of Fundação Universidade de Caxias do Sul in 2022 and 2023. He holds a specialization degree in Business Management from Universidade de Caxias do Sul; a certificate in Mergers and Acquisitions (M&A) from Chicago University-USA, and in Executive STC – Skills, Tools, and Competencies, from Fundação Dom Cabral, in partnership with the Kellogg School of Management de Chicago – USA; and has a Board Member Course from IBGC.
Joílson Rodrigues Ferreira Member 04/17/2024 04/17/2025
Mr. Ferreira has been a sitting member of the Company’s Fiscal Council since 2023. He previously served as Director of BRASILCAP Capitalização S.A., Caixa de Assistência dos Funcionários do Banco do Brasil (CASSI), INVEPAR S.A., and Caixa de Previdência dos Funcionários do Banco do Brasil (PREVI). He was also Vice President of Federação Nacional de Capitalização (FENACAP). He was also a member of the Board of Directors of América Latina Logística S.A. (ALL), Companhia de Eletricidade do Estado da Bahia (COELBA), CPFL, NEOENERGIA, and Tupy S.A. He holds a degree in Law from Universidade de São Paulo (USP), an MBA in Management and Corporate Finance from FGV-RJ, and an Executive MBA in Advanced Business Management from Universidade Federal de Mato Grosso.
Wladimir Omiechuck Member 04/17/2024 04/17/2025
Mr. Omiechuk has been a sitting member of the Company’s Fiscal Council since 2022. He has also been a member of the Audit Committee of Irani Papel e Embalagem S.A, since 2020. He is a Fiscal Advisor to Instituto Caldeira, an innovation hub in Porto Alegre, and Fundo Centenário, an association responsible for providing scholarships for engineering students at Universidade Federal do Rio Grande do Sul (UFRGS). He is currently Chair of the Board of Directors of IBEF- RS and a Director of Instituto Cultural Floresta. He is also a member of the Audit, Finance, and Related Parties Committees of Grupo OLEOPLAN and a member of the Board of Directors of Medicina Diagnostica Serviços Médicos e Laboratório. He holds a degree in Accounting from Universidade Federal do Estado do Rio Grande do Sul (UFRGS), a specialist degree in IFRS from FIPECAFI/USP, and is a certified Board Member from the Brazilian Institute of Corporate Governance (IBGC).