Administrative Structure

Board of Directors

The Board of Directors is the Company’s collegiate decision-making body, having as main duties establishing general business policies and supervising the management of the Company’s Executive Board. Currently, the Board of Directors has seven members:

Name Office
Waldemar Verdi Junior Board Chairman

Mr. Waldemar Verdi Júnior has a degree in Law from Sociedade Riopretense de Ensino e Educação Ltda, and took the following courses and seminars: (i) Advanced Management for Brazilian Executives at the University of Southern California – USA; (ii) Seminar on General Management for Brazilian Executives – INSEAD – France; (iii) Strategic Management for Business Managers – INSEAD – France; (iv) Seminar “IPO for Family Businesses – Lessons and Challenges” – Brazilian Institute of Corporate Governance [Instituto Brasileiro de Governança Corporativa]. In the last 5 years he has held the positions of Chairman of the Board of Directors and Chief Executive Officer of GV Holding S.A., Chairman of the Board of Directors in the companies Rodobens Administradora e Corretora de Seguros Ltda, Banco Rodobens S.A., Rodobens Veículos Comerciais Cirasa S.A., Rodobens Veículos Comerciais Cuiabá S.A. and RNI Negócios Imobiliários S.A., part of the Rodobens Conglomerate, controlled by the Company’s shareholder.

Milton Jorge de Miranda Hage Vice President of the Board of Directors

Mr. Milton Jorge de Miranda Hage has a degree in Business Management from Faculdade de Administração de Empresas Riopretense, in Law from Faculdade de Direito Riopretense – FADIR and Technical Course in Accounting from Escola Técnica do Comércio D. Pedro II of São José do Rio Preto In the last 5 years he has held the positions of Vice-Chairman of the Board of Directors and Deputy Chief Executive Officer of GV Holding S.A., Vice-Chairman of the Board of Directors in the companies Rodobens Administradora e Corretora de Seguros Ltda, Banco Rodobens S.A., Rodobens Veículos Comerciais Cirasa S.A., Rodobens Veículos Comerciais Cuiabá S.A. and RNI Negócios Imobiliários S.A., part of the Rodobens Conglomerate, controlled by the Company’s shareholder.

Giuliano Finimundi Verdi Sitting Member

Mr. Giuliano Finimundi Verdi took the following courses: (i) Intensive English Institute (IEA), Florida Atlantic University (FAU) – USA; (ii) Aviation Course Private Pilot License (PPL), American Flying in Pompano Beach, Florida – USA; (iii) Equity Markets and Portfolio Theory and Corporate – Finance and Valuation, Baruch College, Manhattan – NY – USA; (iv) Venture Capital and Private Equity and Fundamental of Portfolio Management, New York University College, Manhattan – NY – USA; (v) Portfolio Management Suite, New York Institute of Finance, Manhattan – NY – USA. For the past three years, he has held the position of Board Member on the Advisory Board of GV Holding S.A.

Marcio Anísio Haddad Sitting Member

Mr. Marcio Anisio Haddad has a degree in Law from UNIRP – Faculdades Integradas Riopretense. In the last 5 years he has held the positions of Secretary of the Board of Directors and Officer of GV Holding S.A., Officer of Rodobens Corporativa S.A. and Verdade Empreendimentos Imobiliários Ltda, Member of the Management of Verdade Locação de Imóveis Ltda, Verddad Administração de Bens Ltda, Verdi Haddad Participações Ltda, Street Empreendimentos Imobiliários – SPE – Ltda, and Rodobens Locação de Imóveis Ltda.

Roberto Oliveira de Lima Independent Member

Mr. Roberto Oliveira de Lima has a degree in Business Management from Fundação Getúlio Vargas, Undergraduate and Graduate Degrees, Business; International Exchange Program in Institut Superieur de Affairs Jouy in Josas France; Value Creation in an International Company University of Texas Austin. For the past three years, he has held the position of Board Member on the Advisory Board of GV Holding S.A.

Sergio Murilo Bahdur Vieira Independent member

Mr. Sergio Murilo Bahdur Vieira graduated in Engineering from FEI and in Business Administration from the Getúlio Vargas Foundation. He attended the Advanced Management Program at INSEAD and was awarded a Certificate in Business Management. Mr. Vieira is a financial market senior executive with over 25 years’ experience in credit risk management. He was responsible for the risk management units at Credicard and Citigroup in Brazil and Colombia and also served as Portfolio and Score Management Officer in Mexico.

Philipp Michael Schiemer Independent member

Mr. Philipp Michael Schiemer holds a degree in business administration from the Daimler Corporate University and a specialization in marketing and finance from the Corporate University Mercedes-Benz AG in Stuttgart, Germany. Mr. Philipp Schiemer has worked at Mercedes-Benz for more than 40 years and has held various executive positions throughout his career, including CEO of Mercedes-AMG and President of Mercedes-Benz Brazil and Latin America, Vice President of Product Marketing at Mercedes Benz in Stuttgart, Germany. Mr. Schiemer is certified as a senior advisor by the Brazilian Institute of Corporate Governance and is an independent member of the Board of Directors at Rodobens S/A.

The Executive Board

The Executive Board is responsible for managing the business in general and legally representing the Company in all necessary or convenient acts concerning the Company’s business, except acts that the Law and the Bylaws reserve for the Board of Directors and/or the Shareholders’ Meeting.

(*) Statutory Officers.

Name Office
Flávio Lopes Ferraz CEO*

Mr. Flávio Lopes Ferraz holds a law degree and completed executive programs in Leadership and Strategic Management of Family Businesses at the Insper Institute of Education and Research (Insper). He has more than 30 years of experience at Rodobens, having begun his career as a trainee at age 19. Over the years, he has held a series of strategic and high‑profile positions, including Group General Counsel, Director at Banco Rodobens, General Director of the Shared Services Center, General Director of Rodobens Participações S.A., Vice‑Chair of the Board of Directors of Rodobens S.A., and Coordinator of the People, Governance and Culture Committee. He has also served on the company’s Strategy and Innovation Committee and Finance, Audit and Risk Committee, in addition to the RNI Management Committee.

With extensive experience in strategic planning, portfolio management, corporate governance, and operational efficiency, Flávio has led multiple cycles of Rodobens’ expansion and transformation, strengthening the company’s operations and driving its sustainable growth. His leadership is guided by a strategic vision and a commitment to excellence, ensuring that Rodobens continues to evolve and deliver integrated, innovative solutions to customers and partners. He currently serves as the Company’s Chief Executive Officer (CEO), leading one of Brazil’s principal conglomerates in the financial and automotive sectors.

Fernando Marcelo Calado de Andrade Chief Financial Officer and Investor Relations Officer*

Mr. Fernando Marcelo Calado de Andrade is an executive with over 20 years of experience in the financial market. He holds a Bachelor’s and Master’s degree in Electrical Engineering from Escola Politécnica-USP. He began his career at ABB, where he led major projects in the mining industry. Fernando transitioned to the financial sector in the early 2000s, joining the consultancy Risk Office, focusing on risk studies for pension funds. Later, he spearheaded the creation of a division dedicated to serving non-financial companies, he was invited to take over the Treasury at LATAM, where he was responsible for managing financial risks (foreign exchange, interest rates, and commodities), cash flow, debt, trade finance, and the company’s offshore treasuries in Latin America, the United States, and Europe. At Santander, he led product areas such as Corporate Equity Derivatives and Asset-Backed Finance. Mr. Fernando joined Rodobens in 2019, taking charge of the Treasury, and in 2025 became Chief Financial Officer and Investor Relations Officer.

Ronald Macedo Torres Officer*

Mr. Ronald Macedo Torres has a bachelor’s degree in Civil Engineering from Fundação Paulista de Tecnologia e Educação – FPTE and a specialization degree in Insurance from Funenseg. He built part of his career at Bradesco Seguros S.A., where he became a superintendent. He became the General Director of Rodobens Corretora de Seguros in the Company’s inception and helped position it as one of the 5 largest players in the segment in Brazil. In that period, the first truck insurance based on kilometers driven was created. In 2006, he became Rodobens Consórcio’s General Director, and under his management, the Company partnered with BR Consórcios. In 2020, he reassumed the position of General Director at Rodobens Corretora de Seguros.

Sebastião Cirelli Officer*

Mr. Sebastião Cirelli has a degree in Business Administration from Fundação Getúlio Vargas, Master’s Degree in Business Administration (MBA), Marketing; INPG (MBA) Business Management, Business Administration and Management, General; UNORP, Degree in Mathematics, Bachelor’s Degree in Mathematics; Licenses and Certificates in Emotional Intelligence, Escola Conquer.

Claudio de Jesus Junior Officer

Mr. Claudio Jesus is an Economist and holds a post-graduate degree in Business Planning and Management from UNIMES (Universidade Metropolitana de Santos), a Master degree in Business Administration (MBA) in Business Logistics from Fundação Getulio Vargas (FGV) and a Master degree in Business Administration (MBA) in Management from Insper, Post MBA in Business and Innovation (University of California) and Finance (University of Chicago). He initiated his career in Automotive Retail in the Mercedes-Benz Dealer Network in the Divena and De Nigris Groups in São Paulo, from assistant to executive. He worked for 7 years at General Motor do Brasil in the Commercial and Customer Service areas, always holding leadership positions at the regional offices in Porto Alegre, Rio de Janeiro, Recife, and at the headquarters in São Caetano do Sul. He joined Rodobens in 2014 as National After Sales Manager in the Auto segment where he became Superintendent in 2015.  In 2017, he worked as Innovation & Marketing Superintendent and in 2018 he became Commercial Superintendent of Consórcio Rodobens.  He is currently Chief Commercial Officer and leads the consortium operations with the partner brands.

Daniel Jorge Celeguim Officer

Mr. Daniel Jorge Celeguim has more than 30 years of experience in the financial market, working his entire career in credit risk cycle management for retail operations, credit cards, small and medium-sized enterprises, wholesale and asset management. He holds a degree in Business Administration from Universidade Paulista, a Master’s in Business Administration (MBA) in Financial and Risk Management from Universidade de São Paulo (USP-SP), and a c-level education program in senior executive management, administration and business with CFO (Chief Financial Officer) & COO (Chief Operating Officer) training from Fundação Getúlio Vargas (FGV-SP). At Rodobens since 2021 he has worked as Credit and Collection Superintendent and is currently Director of Credit, Collection, Fraud and Operations.

Gustavo Henrique Bizaio Testi Officer

He has been working in the financial market for 15 years. He began his career at Rodobens, where he went through all the Group’s businesses as Controller, Administrative and Financial Management, Cash Management, implementation of Shared Service (CSC), and then became Controllership Director at Rodobens. He holds a bachelor’s degree in Accounting Sciences from Centro Univ. Norte Paulista (UNORP), an Executive MBA in Transportation Business from Centro Univ. Rio Preto (UNIRP) and an MBA in Management from Insper-SP.

Humberto Bartol Mazzoti Officer

Humberto Bartol Mazzotti is graduated in Law from Centro Universitário de Rio Preto and holds Mbas in Business Management from Fundação Getúlio Vargas (FGV) and Insper. He started at Rodobens in 1996 as an intern and worked in several areas (Legal, Marketing, Products and Commercial). He is currently Chief Commercial Officer of the Consortium segment for Partnerships Affairs and Chief Executive Officer of Brqualy Administradora de Consórcios Ltda.

José Antonio Marchetto Reche Officer

José Antonio Marchetto Reche is an automotive executive with 35 years of experience, 32 of which at Mercedes‑Benz do Brasil. He has held strategic positions in commercial and after‑sales functions across heavy vehicles and light vehicles. Throughout his career, he led high‑performance teams and national dealership networks, and negotiated with major fleet operators across Brazil. His leadership is marked by a strong results orientation, the building of enduring relationships, and a strategic vision focused on sustainable business development. Recognized for forming engaged teams, executing consistent go‑to‑market actions, and driving growth with excellence and innovation, Reche joined Rodobens in 2025 as Director of Heavy Vehicles.

Luís Guilherme Figueiredo Vilela Santos Officer

Luís Guilherme Figueiredo Vilela Santos holds a bachelor’s degree in Electrical Engineering from the Federal University of Itajubá (UNIFEI) and a bachelor’s degree in Production Management from the State University of São Paulo (UNESP). He has a specialization degree from the Technological Institute of Aeronautics (ITA) and Executive MBA from the Institute of Education and Research (INSPER). With more than 22 years of experience, he spent 15 years at Embraer, where he worked in several areas, such as Supply Chain, After-Sales, Engineering, Planning, S&OP, among others, working with global teams and clients. He joined Rodobens S.A. in 2014 as Superintendent of Supplies, Bureau of Operations of Assets and Facilities. As Commercial Superintendent he worked for about 2 years in the leadership of the Commercial Vehicles After-Sales and then, he structured and developed the Commercial Area of Corporate Sales (multi products of Rodobens S.A.). Currently, he serves as Chief Commercial Officer of the Corretora de Seguros Business Unit since 2020.

Rafael Dolabella Cesar Diamantino Officer

Rafael Dolabella Cesar Diamantino earned a degree in Production Engineering from the University of the Rio de Janeiro State (UERJ) and a degree in Finance from Coopead-UFRJ. He also earned an Executive MBA graduate degree from Insper and certifications in Leadership programs from the Dom Cabral Foundation and from the University of Konstanz, in Germany. With nearly 20 years of experience in the automotive market, Rafael Dolabella began his career at Volkswagen, in the areas of Finance and Sales, where he started as a trainee and left as an executive. He joined Rodobens SA in 2013, as National Commercial Automobile Manager. From 2015 to 2018, he acted as a Superintendent at Rodonens Consórcio. He returned to the Automotive Retail segment in 2019, and currently leads the new and used car operations as Executive Director at Rodobens Automóveis.

Thiago Tagliaferro Lopes Officer

Mr. Thiago Tagliaferro Lopes holds a Law degree and MBAs in Business Management from Fundação Getúlio Vargas and Business Administration from Insper. He is a professional with 27 years of experience at Grupo Rodobens, where he began his career in 1998 as a Legal Intern. Throughout his journey, he worked across several areas of the Company, leading the Legal Department with a focus on Litigation, Advisory, and Paralegal matters, and also managed the Audit and Ombudsman departments. Between 2015 and 2017, he led the Credit division, responsible for analyzing and formalizing financial operations for the Group’s Bank, Consórcio, and Dealerships. He was also co-founder and Director of GVC Soluções em Cobrança, a business unit specialized in credit recovery, serving banks, cooperatives, and consórcio administrators. Currently, he serves as Chief People, Technology and Services Officer at Rodobens S.A., leading strategic areas such as the Shared Services Center, Legal, Technology, Innovation, Projects, and all processes related to People Management and Organizational Development. With solid experience in corporate leadership, governance, finance, and digital transformation, he has contributed to the Company’s sustainable growth by combining operational efficiency with continuous innovation.