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 |
| Chair of the Board of Directors of Frasle Mobility since 2016. He has also been the Chair of the Board of Directors of the parent company Randoncorp since 2019. Between 1984 and 1995, he was Director General of Rodoviária S.A. Indústria de Implementos para o Transporte Rodoviário. Between 1992 and 2009, he was Vice Chair of the Board of Directors of Randoncorp, and between 2009 and 2019, CEO of Randoncorp. Mr. Randon also served in associations: from 1989 to 2001, he was Executive Officer of SIMEFRE (SP); from 1999 to 2004, he was Vice President and President of CIC - Câmara de Indústria, Comércio e Serviços de Caxias do Sul (RS), and member of the Superior Council of the same entity, holding the position of President between 2021 and 2023. He is currently CEO of Caixa de Assistência Sistema Saúde Integral (SSI Saúde), member of the Decision-Making Board of Instituto Elisabetha Randon (IER), member of Irmandade da Santa Casa de Misericórdia, and associate member of Hospital Moinhos de Vento, both located in the city of Porto Alegre (RS). David Randon holds a degree in Mechanical Engineering from the Pontifical Catholic University of Rio Grande do Sul (PUC-RS). He is also a certified Board Member from the Brazilian Institute of Corporate Governance (IBGC). | |||
| Astor Milton Schmitt | Vice Chairman | 04/17/2024 | 04/17/2026 |
| Vice Chair of the Board of Directors of Frasle Mobility 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). He is 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. Astor Milton Schmitt holds a degree in Mechanical Engineering. | |||
| Daniel Raul Randon | Member | 04/17/2024 | 04/17/2026 |
| Member of the Board of Directors of Frasle Mobility since 2016. He is President and CEO of Randoncorp. He began his professional career over 20 years ago, having held several positions at the Company’s units. In 2019, he was elected President Director and CEO of Randoncorp. As of 2022, he began to dedicate himself exclusively to the President role, focusing mainly on the ESG, innovation, and institutional agendas. He has been a member of the Board of Directors of Fras-le S.A. since 2016 and President of the Superior Council of Transforma-RS, a collaborative hub gathering business leaders, government, universities, and civil society to support the sustainable development of the state of Rio Grande do Sul. He actively intensifies innovation fronts through projects and investments ranging from cultural transformation to industrial processes at units in Brazil and abroad. Daniel Randon holds a degree in Mechanical Engineering from Universidade de Caxias do Sul (UCS) and an MBA in Administrative and Financial Management from the University of Chicago. | |||
| Antonio Sergio Riede | Member | 04/17/2024 | 04/17/2026 |
| Member of the Board of Directors of Frasle Mobility since April 2024. He has been 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 also been a member of the People, Culture, and Governance Committee at Tupy since 2023. He has been the Chair of the Fiscal Council of Fenabb (Federação Nacional das Associações Atléticas Banco do Brasil) since 2018, where he also was a sitting member of the Decision-Making Board, and Chair of the Executive Board, among other executive positions. He was a sitting member of the Board of Directors of Springs Global from 2020 to 2023; and a sitting member of the Board of Directors of Kepler Weber from 2017 to 2020. He worked as a sitting member of the Decision-Making Board and Chair of the Executive Board of 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. Sergio Riede holds a master’s degree in Business Management from Fundação Getulio Vargas (FGV); and a bachelor’s degree in Social Communication - Journalism from UniCEUB (Brasília – DF). | |||
| Renata Faber Rocha Ribeiro | Member | 04/17/2024 | 04/17/2026 |
| Member of the Board of Directors of Frasle Mobility since April 2024. She has been working at Grupo BTG Pactual since August 2020, where she holds the position of ESG Director for 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. She actively serves in several partnerships and projects to advance the sustainability agenda. She has been a member of the Board of Directors 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. Renata Faber has a degree in Business Administration from Fundação Getulio Vargas – FGV, earned certification in Sustainability and Corporate Responsibility Leadership from London Business School, and Strategies for Advancing Diversity and Inclusion from INSEAD. | |||
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 |
| President Director and CEO of Frasle Mobility. He is Chief Executive Officer of Randoncorp. He has worked at Randoncorp since 2017, with extensive professional experience in business management and mergers and acquisitions, contributing to the achievement of the Company's financial and sustainable development goals. In 2022, he became the Company’s CEO. He is 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 as 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). Sérgio Carvalho has a degree in Physics from the University of São Paulo (USP). | |||
| Hemerson Fernando de Souza | Investor Relations Director | 05/07/2024 | 05/07/2026 |
| Business, M&A, and Investor Relations 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, he 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, 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 |
| Superintendent Director of Frasle Mobility. He is the Chief Operating Officer (COO) in charge of Randoncorp’s Motion Control Vertical; Frasle Mobility; and its subsidiaries. He also leads the matrix areas of Health, Safety and Environment (HSE), and Operational Excellence. He is the coordinator of the ESG Committee (statutory non-operating committee). Mr. Pontalti has been serving at Randoncorp for over 25 years and held positions at the Germany headquarters of JOST and Frasle Mobility. He came back to Brazil in 2015 as Chief Operating Officer, in charge of the entire business operations in Brazil, China, the USA and, more recently, Europe, the Middle East, and Africa (EMEA). Over the last three years, he has actively participated in the growth cycle of M&A projects and in the Company's strategic repositioning. Anderson Pontalti holds a degree in Mechanical Engineering from Universidade de Caxias do Sul (UCS), a master’s degree in Automotive Engineering from the Federal University of 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 |
| Member of Frasle Mobility’s Fiscal Council since 2024. He has been a member of the Board of Directors of Banco Randon since 2021; a member of the Advisory Board 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; and 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, IT, and IR of FRAS-LE S.A. from 2005 to 2009; and Executive Officer of Fundação Universidade de Caxias do Sul from 2022 to 2023. Jaime Marchet holds a bachelor’s degree in Business Administration and a specialist degree in Business Management from Universidade de Caxias do Sul; earned 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 (Chicago, USA); and completed a Board Member Course at IBGC. | |||
| Joílson Rodrigues Ferreira | Member | 04/17/2024 | 04/17/2025 |
| Member of Frasle Mobility’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). Additionally, he was 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 the University of São Paulo (USP), an MBA in Management and Corporate Finance from FGV-RJ, and an Executive MBA in Advanced Business Management from the Federal University of Mato Grosso. | |||
| Wladimir Omiechuck | Member | 04/17/2024 | 04/17/2025 |
| Sitting member of Frasle Mobility’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 an independent member of the Audit, Finance, and Related Parties Committees of Grupo OLEOPLAN, an independent member of the Statutory Audit Committee of SLC Agricola, and an independent member of the Board of Directors of Medicina Diagnostica Serviços Médicos e Laboratório. He engages in pro bono activities as coordinator of the Fiscal Council of Instituto Caldeira, Innovation HUB, in the city of Porto Alegre, and is a member of the fiscal council of Fundo Centenário, an association responsible for providing scholarships for engineering students at the Federal University of Rio Grande do Sul (UFRGS). He is currently a member of the Board of Directors of IBEF-RS and Executive Officer of Instituto Cultural Floresta. Mr. Omiechuk holds a degree in Accounting from the Federal University of 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). | |||