Board of Executive Officers, Board of Directors, and Committees

Board of Directors

From the amendment to the bylaws approved at the Extraordinary Shareholders’ Meeting held on February 22nd 2021, ratified by the Brazilian Central Bank on March 30th 2021, our Board of Directors became responsible for setting the general direction of the Bank’s business, electing and dismissing members of the Board of Executive Officers, as well as determining their attributions and overseeing management.

The Board of Directors comprises no less than five and no more than nine members. This includes one Chairman and one Vice-chairman elected at the Shareholders’ Meeting, with a unified tenure of two-years, with reelection allowed. Additionally, at least 20% of the members of the Board of Directors must be independent directors, as defined in the Level 2 Regulation.

The current composition of the Board of Directors is as follows:

Name Position Election Term of Office
Diniz Ferreira Baptista Chairman 02/22/2021 2 years

Mr. Diniz is a founding partner of Banco Modal and Chairman of the Board of Directors since March 2021, besides participating in other committees and commissions of Grupo Modal. Mr. Diniz began his career at Banco de Investimentos Garantia, where he worked for 19 years in the Credit and Management departments, becoming a Partner in 1979 and Executive Officer in 1984. He was also Vice-President of ANBID (National Association of Investment Banks – currently ANBIMA) from 1986 to 1992. Mr. Diniz holds a bachelor’s degree in Business Administration from Universidade Estácio de Sá.

João Batista da Silveira Vice-Chairman 02/22/2021 2 years

Mr. João is the Vice-Chairman of the Board of Directors. He joined Banco Modal in 2019 as COO, a position he occupied until March 2021. From 2011 to 2013, he served as Interim Executive at Banco Matone, incorporated by Banco Original in 2012. From 2009 to 2010 he was the Chief Executive Officer of Banco B3. From 2003 to 2009, he was a Partner at Gávea Investimentos, responsible for the operations and finance departments. In 2002, he was the Operations Manager for Goldman Sachs in Brazil, responsible for all cash management and settlement activities. He worked at the Bank’s headquarters in New York and actively participated in the project to expand activities in Brazil. He was also the COO of JP Morgan Brazil for four years. At the beginning of his career, he also held positions in financial institutions such as Banco Sudameris Brasil, Banco Noroeste Brasil and Banco Itaú. He was the Director of the National Federation of Banks (FEBRABAN) and of the Brazilian Association of International Banks (ABBI). Mr. Silveira holds a bachelor’s degree in Accounting from Pontifícia Universidade Católica de São Paulo (PUC-SP).

Cristiano Maron Ayres Director 02/22/2021 2 years

Mr. Cristiano is currently CEO and member of the Board of Directors. He joined Banco Modal in 2001 and serves as the Bank’s CEO since 2007. He previously worked as an Advisor to the World Bank (from 2004 to 2005) and an Auditor at PriceWaterhouseCoopers, specializing in the audit of financial institutions (from 1999 to 2001). Mr. Ayres holds an Economy degree from UFRJ, a master’s in Economy from IBMEC-RJ, and a graduate degree in OPM (Owner and President Management Program) from Harvard Business School (HBS). 

Eduardo Centola Director 02/22/2021 2 years

Mr. Eduardo is currently the head of the Investment Banking division and member of the Board of Directors. He joined Banco Modal in 2012. Mr. Centola was previously the Chief Executive Officer of UBS Investment Bank in Brazil (from 2010 to 2012), Head of Standard Bank in America (from 2009 to 2010), Co-Head of Investment Banking and Managing Director of Goldman Sachs for Latin America (from 1998 to 2009) and Co-Head of Investment Banking at Merrill Lynch until 1998. Throughout his career, Mr. Centola has been responsible for a large number of mergers and acquisitions, as well as several offerings in the equity and debt capital markets, both in the domestic and international markets. He holds a bachelor’s degree from Fundação Getúlio Vargas, having completed an MBA from William E. Simon Graduate School of Business in Rochester, NY.

Ana Claudia Aparecida da Silva Leoni Independent Director 03/08/2021 2 years

Mrs. Ana Claudia is an Independent Member of the Board of Directors and a member of the Audit Committee. Since June 2005, she is a member of the staff of the Brazilian Financial and Capital Markets Association (ANBIMA), and is currently a superintendent of Education and Technical Information, responsible for the investor education and professional certification division.  Mrs. Leoni began her career in the banking sector in November 2002 as product manager at Unibanco – União de Bancos Brasileiros S.A., where she remained until March 2005. From 2001 to 2002, she was responsible for the Client Relationship department at Modem Media Brasil S.A., a multinational digital marketing company. From 1995 to 2001, she worked at SulAmérica Investimentos S.A., reaching the position of business manager, being responsible for managing the institution’s portal projects, as well as developing business strategies, analysis, and partner selection. She holds a bachelor’s degree in Social Communication from Universidade Paulista, having completed an executive MBA specializing in service marketing from Escola Superior de Propaganda e Marketing (ESPM).

Fabio Antunes Lopes Director 02/22/2021 2 years

Mr. Fabio is a member of the Board of Directors and of the Compensation Committee. He is the founder of Yacaman Consultoria e Participações Ltda, a real estate advisory firm. Before that, between 2007 and 2017, he was the founder, partner and CEO of MDL Realty SA, a real estate development company with important operations in Rio de Janeiro and São Paulo, having built more than 30 projects of various types. Between 2000 and 2007, he was responsible for the real estate division, and was a partner of Banco Modal between 2002 and 2011. From 1996 to 2000 he worked as a financial analyst at Banco BBM SA, taking part in the creation and development of the first Real Estate Fund in Brazil focused on development. Fabio Lopes was the director of ADEMI-RJ from 2012-2017, having worked for the development of Rio’s real estate market. 

Board of Executive Officers

In accordance with the Bank’s Corporate Bylaws, the Board of Executive Officers of the Bank, whose members are elected and removable at any time by the Board of Directors, is composed of no less than six and no more than twenty-seven Officers, including the positions of (i) at least one and at most two Chief Executive Officers; (ii) at least two and at most eight Executive Officers, (ii) one Investor Relations Officer, (iii) at least one and at most eight Chief Operating Officers, and (iv) at least one and at most eight Officers not specifically designated, in accordance with the provisions established by the Board of Directors when appointing such positions.

Among the Executive Officers, the Board of Directors will appoint the Chief Executive Officer(s), who, in addition to the attributions and prerogatives of Executive Officers, will exercise other attributions granted by law and by the Corporate Bylaws.

The current composition of the Board of Executive Officers is as follows:

Name Position Election Term of Office
Cristiano Maron Ayres Chief Executive Officer 07/31/2020 2 years

Mr. Cristiano is currently CEO and member of the Board of Directors. He joined Banco Modal in 2001 and serves as the Bank’s CEO since 2007. He previously worked as an Advisor to the World Bank (from 2004 to 2005) and an Auditor at PriceWaterhouseCoopers, specializing in the audit of financial institutions (from 1999 to 2001). Mr. Ayres holds an Economy degree from UFRJ, a master’s in Economy from IBMEC-RJ, and a graduate degree in OPM (Owner and President Management Program) from Harvard Business School (HBS). 

Eduardo Centola Executive Officer 07/31/2020 2 years

Mr. Eduardo is currently the head of the Investment Banking division and member of the Board of Directors. He joined Banco Modal in 2012. Mr. Centola was previously the Chief Executive Officer of UBS Investment Bank in Brazil (from 2010 to 2012), Head of Standard Bank in America (from 2009 to 2010), Co-Head of Investment Banking and Managing Director of Goldman Sachs for Latin America (from 1998 to 2009) and Co-Head of Investment Banking at Merrill Lynch until 1998. Throughout his career, Mr. Centola has been responsible for a large number of mergers and acquisitions, as well as several offerings in the equity and debt capital markets, both in the domestic and international markets. He holds a bachelor’s degree from Fundação Getúlio Vargas, having completed an MBA from William E. Simon Graduate School of Business in Rochester, NY.

Bruno José Albuquerque De Castro Investor Relations Officer 07/31/2020 2 years

Mr. Bruno is the Investor Relations Officer and a member of the Compensation Committee. He joined Banco Modal in 2002 and has accumulated experience in the structuring of M&A, Project Finance and Financial Advisory operations. Mr. Castro holds an undergraduate degree in Production Engineering from UERJ, a graduate degree in Administration with emphasis in Finance from IBMEC-RJ, and a PLD (Program for Leadership Development) from Harvard Business School (HBS).

Eduardo Frederico Bittar Gomes Officer Not Specifically Designated 07/31/2020 2 years

Mr. Eduardo is the head of the Sales & Trading desk. He joined Banco Modal in 2008 in the Corporate Banking division. With more than 20 years of experience in the financial markets, he began his career at the Rio de Janeiro Stock Exchange. He has also worked for Equity CP and was an Onshore Derivatives Analyst for one year at Bank Boston. He has a degree in Business Administration and an MBA in Finance from IBMEC/RJ.

Flávio dos Santos Pereira Officer Not Specifically Designated 07/31/2020 2 years

Mr. Flávio is the officer responsible for Compliance, Operational Risk, and Internal Controls. He joined Banco Modal in 2017. He has more than 20 years of experience in Internal Auditing, having worked in financial institutions such as XP Investimentos, Banco BBM, and Banco Boavista. He has a degree in Data Processing from Universidade Estácio de Sá and completed an MBA in Finance and Capital Markets from FGV.

Ivan Nogueira Pinheiro Officer Not Specifically Designated 07/31/2020 2 years

Mr. Ivan is the Chief Legal Officer. He joined Banco Modal in 2019. With 19 years of experience in the financial market, he has worked in local and international large and medium-sized financial institutions (Unibanco, HSBC, Banco ABC, and Safra). Currently, he is also a guest professor of graduate programs in Law at public and private education institutions. He is a member of the Rules Chamber at B3 (Brasil, Bolsa, Balcão), of the Market Advisory Chamber at BSM Supervisão de Mercados, and of the Bank Business Sub-Committee at FEBRABAN (Brazilian Federation of Banks). He graduated in Law from Universidade de São Paulo (2003), where he also earned a Master’s degree (2008) and a Doctorate (2012), both in Civil Law.

Ronaldo Fabiano Baeta Guimarães Júnior Executive Officer 07/31/2020 2 years

Mr. Ronaldo is the head of the High Income and Product divisions. He was also responsible for the international interest and currencies area at Modal Asset for 7 years. Previously, from 2008 to 2011, he managed Bradesco Asset Management’s multimarket funds. He served as a manager responsible for fixed income and multimarket funds at Concórdia Asset (2007-2008), as co-head of trading at Fidúcia Asset (2006-2007), and Senior Trader at Bank of America (1999-2005). He holds a degree in Business Administration from UFRJ, an MBA in Finance from EPGE at FGV-RJ, and graduate degrees in Corporate Finance from PUC-RJ and in Finance from UERJ. He specialized in Asset Management at Allianz, Germany.

Ana Paula Moraes Venancio Amaral Chief Operations Officer 07/31/2020 2 years

Mrs. Ana Paula is responsible for the divisions of Controllership, Taxes, Treasury, Operational Processing (PO), Operational and Administrative Risk. She joined Banco Modal in 1997. Between 1995 and 1997, she worked as an auditor at PriceWaterhouseCoopers. Mrs. Amaral holds an Accounting degree from Universidade Federal Fluminense (UFF), an MBA in Finance and LLM in Corporate Law, both from IBMEC-RJ.

Márcio Vaz e Alves Chief Operations Officer 07/31/2020 2 years

Mr. Márcio is the head of the Project department. He joined Banco Modal in 2018. Mr. Alves has more than 30 years of experience in positions of project management, product, digital channels and relationship channels. He was a partner at institutions such as Órama DTVM, XP Investimentos and Ágora Corretora, and worked for renowned insurance companies such as SulAmérica Seguros and Icatu Seguros. Mr. Márcio is an Electrical Engineer from the Universidade Federal do Rio de Janeiro (UFRJ).

Rodrigo Yoshishigue Mikan Chief Operations Officer 07/31/2020 2 years

Mr. Rodrigo is the head of Customer Experience (“CX”) and the Retail Channel. He joined Banco Modal in 2013. Mr. Mikan began his career at Banco Banif as an Operational Support Analyst. He also worked at Corretora Spinelli as a Home Broker Coordinator.

Eduardo Menescal Lustosa Longo Chief Operations Officer 07/31/2020 2 years

Mr. Eduardo is the head of Asset Management and Managed Portfolios. He joined Banco Modal in 2020 after the Bank’s acquisition of Hub Capital. Mr. Longo began his career at Banco Garantia and was an investment manager at Citibank, SulAmérica, Safra, and Rabobank, besides accumulating experience as a partner and manager at Quantitas Asset Management. He holds a Master’s degree in Economy from FGV-EESP.

Carlos Jose Lancellotti Narciso Chief Operations Officer 07/31/2020 2 years

Mr. Carlos is the head of the Back Office department. He returned to Banco Modal in 2017. Mr. Narciso has more than 30 years’ experience in the financial markets. From 2013 to 2017, he was responsible for the Compliance and Administrative departments of Vitange Investments. In 2004, he joined Link Investimentos S.A. and became a a Partner in 2010, being responsible for the control of IFAs and Investment Funds back office. From 1994 to 2004, he was responsible for the Administrative, Treasury and Custody departments of Banco Modal. He started his career at Banco Garantia in 1989 as a back office clerk at the Open Market Desk.

Corporate Committees

In addition to other advisory committees, we have the following permanent and mandatory corporate committees to advise the Board of Directors:

 

Compensation Committee

Does not have its own bylaws.

Name Position Election Term of Office
Isabela Martins de Sena Coordinator 02/22/2021 10 years
Fabio Antunes Lopes Sitting Member 02/22/2021 10 years
Bruno Jose Albuquerque De Castro Sitting Member 02/22/2021 10 years

Audit Committee

Bylaws of the Audit Committee

Name Position Election Term of Office
Maria Salete Garcia Pinheiro Coordinator 04/07/2021 5 years
Ana Claudia Aparecida da Silva Leoni Sitting Member 04/07/2021 5 years
Henrique de Rezende Vergara Sitting Member 04/07/2021 5 years