By Brazil Stock Guide — Natura Cosméticos (NATU3) has approved a new stock-option plan as it reshuffles its top management, bringing Alessandro Carlucci back as chief executive more than a decade after his first stint in the role.
Carlucci will replace João Paulo Ferreira, who will step down on Sept. 30 after 10 years at the helm. Carlucci, who previously led Natura from 2005 to 2014, will take over on Oct. 1. Fábio Barbosa, meanwhile, is returning as chairman of the board.
The leadership change comes as Natura undergoes a broad restructuring aimed at simplifying the business after a lengthy international expansion drive. The company has sold Aesop, The Body Shop and much of Avon’s international operations, sharply reduced its global footprint and refocused its strategy on Latin America.
The overhaul has also brought in a new major shareholder. A fund managed by Advent International acquired an 8% stake in Natura, equivalent to 109.97 million shares. After reaching the 8% threshold, Advent secured the right to appoint two directors to the board, naming Juan Pablo Zucchini and Rafael Patury Carneiro Leão.
It is against this backdrop of changes in ownership and management that Natura is also reshaping its long-term incentive structure. On Aug. 27, shareholders approved a new stock-option program. A day later, the board approved the first plan under that framework, allowing for options covering as many as 51.14 million shares, within a cap equivalent to 4.5% of the company’s share capital.
The decision marks a clear shift from what Natura had previously disclosed for 2026. In its regulatory reference filing, the company said it did not expect to grant stock options during the year. The same document shows that no new options were granted in 2025, 2024, 2023 or 2022.
That does not mean Natura went four years without equity-based compensation. The company continued to use other long-term incentive instruments, including restricted shares, performance-based awards and co-investment programs. In 2026, for example, executives and board members received just over 1.1 million shares under existing programs. What had disappeared were new stock-option grants.
The new plan has two components. Under Grant 1, the exercise price was set at R$8.26 per share, with 25% of the options vesting in each year from the second through the fifth anniversary of the grant.
Under Grant 2, the exercise price rises to R$14.04, or 1.7 times the base price. Vesting is also pushed further out: 50% of the options vest in the fourth year and the remaining 50% in the fifth.
With NATU3 trading at R$9.05 on Monday, the market price is currently R$0.79 above the exercise price of Grant 1. Grant 2, by contrast, would require the shares to rise by roughly 55% from current levels to reach its R$14.04 strike price.
That does not mean executives have already earned those gains. The options remain subject to vesting requirements and, once vested, must be exercised by the participant using their own funds.
The actual size of the compensation package remains unclear. Natura has not disclosed how many of the 51.14 million options have already been granted, how they are split between the two tranches, or how many have been allocated to Carlucci or other executives. The company has kept the list of participants and their individual awards confidential.
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