By Brazil Stock Guide – Against a backdrop of growing pressure on Invepar’s governance and disagreements among its shareholders, an overlap of relationships involving current CEO Vagner Lacerda Ribeiro raises a potential conflict-of-interest question. When Ribeiro chaired Invepar’s board after being nominated by Previ, he was also the sole shareholder and administrator of Lifebook Soluções para Longevidade, a consultancy hired by Previ itself in March 2026.
The governance question is how Ribeiro’s commercial relationship with one of Invepar’s shareholders was identified and handled by the parties. Previ, one of Invepar’s four shareholders, signed a contract with Lifebook worth up to R$172,800, at an hourly rate of R$480 and with a term of up to 12 months. The process began in January, when the pension fund invited Lifebook to take part in a procurement process for specialized longevity consulting. Ribeiro signed the proposal as the company’s founding partner.
Corporate filings with the Federal District commercial registry show that Ribeiro had become Lifebook’s sole owner in October 2024, after two other shareholders left the company and transferred their stakes to him. He also became its sole administrator. In May 2025, Ribeiro was elected to Invepar’s board following a nomination by Previ and was subsequently chosen to chair the board.
That meant that when Previ invited Lifebook into the procurement process in January 2026 and signed the contract in March, Ribeiro was simultaneously the consultancy’s controlling shareholder and chairman of a company in which Previ was a shareholder — and to whose board Previ had nominated him. The contract between Previ and Lifebook includes provisions dealing with conflicts of interest, including potential or apparent conflicts.
Asked by Brazil Stock Guide how that overlap was handled, Previ said that “the entire process for hiring Lifebook complied with Previ’s internal rules and procedures, including its Code of Ethics, which provides for the review of conflicts of interest.” The fund did not specify whether Ribeiro’s particular situation was subject to an individualized review or disclose the conclusion of any such assessment.
In a statement, Ribeiro said his work as a professor and specialist in the longevity economy predated and was independent of his role at Invepar. He said he had already taken part in initiatives involving executives from several Brazilian pension funds, including Petros, Funcef and Previ, all of which are shareholders in Invepar. According to Ribeiro, there was no legal, contractual or bylaw restriction preventing the activity, and Lifebook’s contract with Previ did not interfere — nor was it capable of interfering — with his duties at Invepar. He added that he had no role in Previ’s decisions regarding the hiring of suppliers or service providers.
When Ribeiro became Invepar’s chief executive in May 2026, he said he fully withdrew from Lifebook. According to the executive, the move was made “as a precaution and as an additional measure to separate” his private professional activities from his new executive responsibilities. Ribeiro also said he personally received no payments from Previ under the contract while he remained a shareholder of Lifebook. Previ did not say whether Lifebook itself received payments during that period or disclose any amounts disbursed under the agreement.
The episode comes at a time of significant financial and shareholder pressure at Invepar, whose key assets include a stake in the concessionaire that operates São Paulo’s Guarulhos International Airport. According to Folha de S.Paulo, Bradesco has proposed restructuring roughly R$1.4 billion in Invepar debt, injecting R$200 million and acquiring a stake of as much as 25%, while also seeking a role in the company’s governance.
The negotiations have also exposed disagreements among banks and shareholders including Previ, Petros and Funcef over aspects of the restructuring. In a material fact notice released on August 23, Invepar said discussions were still at an early stage and that no binding agreement had been signed. The company said it was evaluating different structures, arrangements and values aimed at repaying, or at least extending the maturity of, its outstanding debt to existing creditors.
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