By Brazil Stock Guide – Hapvida (HAPV3) expanded its Board of Directors and elected three minority-backed nominees after pressure from Squadra, giving dissident investors a larger voice as Brazil’s largest health plan operator tries to rebuild confidence in its turnaround plan.
Shareholders approved the new Board at the company’s Annual and Extraordinary General Meeting on Thursday, April 30. The collegiate body will now have ten members, up from nine previously, with a mandate running until the 2028 Annual General Meeting.
The election follows weeks of criticism from Squadra, a Rio de Janeiro-based asset manager that holds about 7% of Hapvida. In a letter to the company, Squadra questioned the operator’s governance, capital allocation and execution, while criticizing what it described as value destruction at the company.
Squadra’s Seats
The three minority-backed names joining the Board are Tania Sztamfater Chocolat, a former Canada Pension Plan Investment Board executive; Bruno Magalhães e Silva, who previously worked at JGP and Squadra; and Eduardo Parente Menezes, a former Yduqs executive.
Squadra had also requested the adoption of cumulative voting, a mechanism that allows minority shareholders to concentrate their votes and increase their influence in board elections. The result does not hand control of the Board to dissident investors, but it forces Hapvida to accommodate a more active minority bloc inside its governance structure.
Seven of the ten elected board members were part of the slate originally proposed by the company’s management. The full Board is composed of Candido Pinheiro Koren de Lima, Candido Pinheiro Koren de Lima Júnior, Jorge Fontoura Pinheiro Koren de Lima, José Luis Camargo Junior, Nicola Calicchio Neto, Maria Paula Soares Aranha, Carlos Massaru Takahashi, Tania Sztamfater Chocolat, Bruno Magalhães e Silva and Eduardo Parente Menezes.
Governance Test
Carlos Augusto Piani, CEO of Sabesp, and José Galló, former CEO of Renner, left the Board.
The company framed the result as a sign of confidence in the continuity of its strategic agenda, while also acknowledging the addition of new perspectives to the Board. For investors, the message is more nuanced. Hapvida preserved a management-backed majority, but the election increases external scrutiny over a recovery plan that still needs to prove itself in operating numbers.
“We received the result of the Meeting with a sense of responsibility and commitment. The new Board combines continuity, experience and new contributions, in a decisive moment of collaboration for the execution of the company’s operational recovery plan,” Jorge Pinheiro, elected chairman of Hapvida’s Board, said in a statement.
Succession Step
The assembly also formalized another stage of Hapvida’s succession process. Jorge Pinheiro resigned as chief executive officer and will now chair the Board of Directors. Luccas Augusto Adib will take over as CEO, leading the next phase of the company’s transformation plan. The move separates executive management from Board leadership at a sensitive moment for the operator.
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