Business Context and Reporting Period
Company: ULTRAPAR HOLDINGS INC.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: March 14, 2025
Subject: Disclosure of the Corporate Executive Compensation Policy.
Context: This filing outlines the principles, structure, and governance of compensation for the Board of Directors, Executive Board, and Fiscal Council. It emphasizes alignment with shareholder interests, market competitiveness, and long-term value creation.
Key Financial Metrics
This filing is a governance disclosure regarding executive compensation policy and does not contain financial performance data. The following metrics are not provided in the source text:
- Revenue
- Profit (Net Income/EBITDA)
- Cash Flow
- Margins
- Debt and Liquidity
Material Changes and Policy Updates
The filing details the current compensation framework and highlights specific recent updates to governance policies:
- Stock Ownership Guidelines (SOG): Effective April 30, 2024, the policy now includes guidelines suggesting executives retain a portion of their compensation in shares to align interests with shareholders.
- Corporate Clawback Policy: Adopted in December 2023, this policy mandates the reimbursement of variable compensation linked to financial metrics if financial statements are restated due to fraud or material mistakes.
- ESG Integration: All executives must consider at least 1/3 of individual goals (or 10% of total goals) related to ESG purposes for Short-Term Incentive (ICP) calculations.
Guidance, Outlook, and Governance
Compensation Structure:
- Board of Directors: Compensation consists of fixed monthly fees (60% cash, 40% shares). No variable compensation is eligible. Share grants vest over 2 years with an additional 2-year lockup period.
- Executive Board: Includes base salary, Short-Term Incentive (ICP), Long-Term Incentive (ILP) via restricted shares, and market benefits. ICP is linked to financial and operational performance.
- Fiscal Council: Receives fixed monthly fees only; no shares are granted. Fees cannot be less than 10% of the average salary of statutory executive officers.
Risks and Contingencies:
- Malus Clause: Unvested shares may be retained if fraud or material mistakes in financial statements are verified.
- Clawback: Variable compensation may be reclaimed in scenarios involving financial restatements.
Investor Verification Checklist
- Verify the specific financial targets and ESG metrics used for the Short-Term Incentive (ICP) in the most recent annual report.
- Review the total number of shares granted under the Long-Term Incentive (ILP) plan and the vesting schedule details in the latest proxy statement or Form 20-F.
- Confirm the actual cash and share split for Board members in the most recent fiscal year to ensure compliance with the 60/40 policy.
- Check for any restatements of financial statements since December 2023 that might trigger the Corporate Clawback Policy.