DEF 14A of Eve Holding, Inc., Apr 9, 2024

DEF 14A of Eve Holding, Inc.

Filed Apr 9, 2024 · FY20230001554855-24-000255

Open on EDGAR

  1. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS Our board of directors currently consists of seven members. In accordance with our second amended and restated certificate of incorporation (“Certificate of Incorporation”), our board of directors is divided into three classes with staggered three-year terms. Only one class of directors is elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our board of directors is designated as follows: The Class I directors are María Cordón and Sergio Pedreiro, and their terms will expire at the 2026 annual meeting of stockholders; The Class II directors are Marion Clifton Blakey and Paul Eremenko, and their terms will expire at the Annual Meeting; and The Class III directors are Luis Carlos Affonso, Michael Amalfitano and Gerard J. DeMuro, and their terms will expire at the 2025 annual meeting of stockholders. At each annual meeting of stockholders, upon the expiration of the term of a class of directors, each director in the class, or the successor to each such director in the class, is elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified, in accordance with our Certificate of Incorporation. Any increase or decrease in the number of directors are distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

  2. Class II Director Nominees for Election – Term Expiring 2027

    Class II Director Nominees for Election – Term Expiring 2027 The current term of the Class II directors will expire at the Annual Meeting. Our board of directors nominated each of Marion Clifton Blakey and Paul Eremenko for election at the Annual Meeting as a Class II director to hold office until the annual meeting of stockholders to be held in 2027 and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification, or removal. The nominees have consented to serve a term as Class II directors if elected. Should any of the nominees become unable to serve for any reason prior to the Annual Meeting, subject to the terms of the Stockholders Agreement (as defined herein), the board of directors may designate a substitute nominee, in which event the persons named in the enclosed proxy will vote for the election of such substitute nominee. See “Certain Relationships and Related Person Transactions – Stockholders Agreement” for additional information regarding the Stockholders Agreement. Set forth below are biographies of each of the Class II directors standing for election at the Annual Meeting:

  3. Marion Clifton Blakey

    Marion Clifton Blakey Marion Clifton Blakey, 76, has served on the Board since 2022. Ms. Blakey currently serves as a non-executive director for several corporations and organizations, having retired from Rolls-Royce North America Inc. (RRNA) in 2018 as President and Chief Executive Officer. In this role, Ms. Blakey also served as Chairman of the Board of Rolls-Royce North America Holdings Inc. In her three years at Rolls-Royce, she helped shepherd a major investment in the Indianapolis site, oversaw the opening of a new California R&T facility while streamlining Rolls-Royce North America operations and creating an environment conducive to growing the Rolls-Royce business base. Prior to joining Rolls-Royce, Ms. Blakey was President and Chief Executive Officer of the Aerospace Industries Association (AIA) for eight years, representing more than 270 member companies. From 2002 to 2007, Ms. Blakey was Administrator of the Federal Aviation Administration (FAA) where she operated the world’s largest air traffic control system and managed 44,000 employees and a $14 billion budget. Prior to 2002, she held several senior positions including Chairman of the National Transportation Safety Board (NTSB) and Administrator of the U.S. Department of Transportation’s National Highway Traffic Safety Administration (NHTSA), as well as ran her own consulting firm focusing on transportation and infrastructure issues. Ms. Blakey’s board positions include: director Sun Country Airlines, former director Aerojet Rocketdyne, former director of New Vista Acquisition Corporation (Nasdaq: NVSA); former Trustee of Noblis, a science, technology and strategy organization, where she served as Chairman until 2020; former member of the National Air and Space Museum’s Advisory Board, where she chaired the Advancement Committee; and member of the advisory boards of Radia, Inc.; and Sunrise Transportation Holdings. She recently served on the Board of Alaska Airlines Group (NYSE: ALK); Cobham plc, Aireon, and NASA’s National Advisory Council. Ms. Blakey has received numerous honorary degrees and awards, including the National Aeronautic Association’s 2011 Henderson Trophy, Aviation Week & Space Technology’s 2013 Laureate Award, and the National Aeronautic Association’s 2013 Wright Brothers Memorial Trophy, and most recently, the Carol B. Hallett Award from the U. S. Chamber of Commerce and the L.Welch Pogue Award from Aviation Week and Space Technology and the International Aviation Club. Ms. Blakey received her bachelor’s degree with honors in international studies from Mary Washington College of the University of Virginia and has completed graduate work at Johns Hopkins University, School of Advanced International Studies. Ms. Blakey brings to the board extensive executive leadership experience, expertise with respect to aviation regulation and air traffic management and experience serving on the boards of directors of several companies.

  4. Paul Eremenko

    Paul Eremenko Paul Eremenko, 44, has served on the Board since 2022. Mr. Eremenko is currently the Chairman and CEO of Universal Hydrogen Co., positions he has held since the company’s founding in early 2020. He also serves as an advisor to New Vista Capital since 2021. Prior to co-founding Universal Hydrogen Co., Mr. Eremenko was Senior Vice President and Chief Technology Officer of United Technologies Corporation from 2018 to 2019. Before that, Mr. Eremenko was Chief Technology Officer of Airbus SE (“Airbus”). Mr. Eremenko joined Airbus as the founding CEO of Acubed in 2015, its Silicon Valley innovation center, and also served on the investment committee of Airbus Ventures. While at Airbus, Mr. Eremenko was Chairman of APWORKS GmbH, an aerospace additive manufacturing company. From 2013 to 2015, Mr. Eremenko served as Director of Engineering at Google’s Advanced Technology and Projects organization, and prior to that at Motorola Mobility. Before Motorola and Google, Mr. Eremenko was at DARPA, the Defense Advanced Research Projects Agency, first as a Program Manager, and later as the Deputy Director and Acting Director of the Tactical Technology Office, the agency’s large systems and platforms office. For his work at DARPA, Mr. Eremenko was awarded the Distinguished Public Service Medal by the Office of the Secretary of Defense. Mr. Eremenko earned his undergraduate and Master’s degrees in aeronautics from Massachusetts Institute of Technology (MIT) and California Institute of Technology (Caltech), respectively. Mr. Eremenko also holds a J.D. from Georgetown University and is a private pilot. Mr. Eremenko brings to the board extensive experience in the aerospace manufacturing and engineering industries, as well as executive leadership experience in the aerospace industry.

  5. Required Vote

    Required Vote Each director will be elected by a plurality of the votes cast by the shares present in person, or represented by proxy, and entitled to vote. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE ABOVE NOMINEES FOR ELECTION AS CLASS II DIRECTORS TO THE BOARD.

  6. Class I and III Directors Continuing in Office

    Class I and III Directors Continuing in Office Set forth below are biographies of the other directors continuing in office:

  7. María Cordón

    María Cordón María Cordón, 41, has served on the Board since 2023. Ms. Cordón has served in various roles at ACCIONA, S.A., the holding entity of the ACCIONA Group, global leader in the provision of sustainable and regenerative renewable energy and infrastructure solutions, since September 2008, and currently serves as Director of the Strategy & Corporate Development department. She also serves as a member of the Supervisory Board and of the Strategy and Technology Committee at Nordex SE, a leading wind turbine manufacturer listed on the Frankfurt Stock Exchange. Ms. Cordón participated in the ESADE program for board members in 2021-2022 and was selected as part of the 2023 edition of the Women to Watch Program, an initiative led by PwC. Prior to ACCIONA, she began her professional career working in the Investment Banking Division at Goldman Sachs (London and Madrid). Ms. Cordón received her bachelor’s degree with distinction in Business Administration from Universidad Pontificia Comillas (ICADE). Ms. Cordón brings to the board experience and expertise in sustainability, the social and environmental externalities of businesses and regenerative solutions.

  8. Sergio Pedreiro

    Sergio Pedreiro Sergio Pedreiro, 58, has served on the Board since 2022. Mr. Pedreiro has more than 20 years of experience in international finance and business administration across a diverse array of industries. Mr. Pedreiro is the former Chief Operating Officer of Revlon, Inc. (“Revlon”), a position he held from January 2020 until November 2020. Before joining Revlon, Mr. Pedreiro was the Chief Executive Officer of Estre Ambiental Inc., a leading waste management company in Latin America, from May 2015 to December 2019. From April 2014 to December 2018, Mr. Pedreiro was an associate partner of BTG Pactual in the Private Equity group. Before joining BTG Pactual, Mr. Pedreiro was the Chief Financial Officer of Coty Inc. (NYSE: COTY), the global beauty company with $5 billion in annual revenues. Mr. Pedreiro was Coty’s Chief Financial Officer from February 2009 to March 2014 and led the company’s initial public offering in mid-2013 which raised approximately $1 billion in proceeds. From January 2002 to December 2008, Mr. Pedreiro was the Chief Financial Officer of America Latina Logística SA, which listed on the Brazilian stock exchange (B3) in 2004 to become the largest publicly traded cargo railroad in Brazil. From 2016 to 2017, Mr. Pedreiro served on the board of directors of Advanced Disposal Inc., a U.S.-based waste management company with $1.4 billion in annual revenues which conducted its initial public offering during Mr. Pedreiro’s time on the board. Mr. Pedreiro currently serves as a director and chair of the audit committee of Ashland Inc. Mr. Pedreiro began his career as a business consultant at McKinsey & Company in Brazil. Mr. Pedreiro received his B.S. in Aeronautical Engineering from Instituto Tecnológico de Aeronáutica in Brazil, and also holds an M.B.A. degree from Stanford University. Mr. Pedreiro brings to the board extensive experience in international finance and business administration, which includes leadership positions as a senior executive and board member of various publicly traded companies.

  9. Luis Carlos Affonso

    Luis Carlos Affonso Luis Carlos Affonso, 63, has served on the Board since 2022. Mr. Affonso joined Embraer S.A.(“Embraer”) 41 years ago as an aeronautical engineer, in January 1983, and currently leads the Embraer Engineering and Technology Development for Commercial, Executive, Defense and Services Business Units. In 1995, after serving in different positions with increasing responsibilities, he became Embraer’s Vice President of Engineering and Chief Engineer at age 34. Since then, in different roles, he led the launch and development of all civilian – commercial and executive – Embraer new airplane platforms. As Engineering Vice President, he was in charge of the ERJ145 Regional Jet development and certification, which happened on time in 1996, and allowed for the company turnaround after privatization. Mr. Affonso also led the creation of the Program Management function at Embraer as currently constituted, which is today considered one of Embraer’s main competitive advantages. Consequently, in 1997 he became the first head of the newly created Program Management organization and was the reporting person for all such Program Directors. Mr. Affonso also served as the E-Jets Program Vice President since its inception until entry into service in 2004 and 2005, strongly advancing Embraer’s position in the airline market. The E-Jets are the most successful Embraer product to date and one of the most successful commercial airplanes in aviation history. Mr. Affonso was President and CEO of Embraer Executive Jets from 2005 to 2011, in which he was responsible for developing the program as an independent business segment within Embraer, including by overseeing the development of business and product strategies, as well as marketing, sales and customer support initiatives for the segment. Embraer significantly expanded in this market under Mr. Affonso’s leadership, including the launch of six new products—Phenoms 100/300, Legacy 450/500/650 and Lineage 1000—creating a worldwide sales and service support network and increasing sales revenues from US$250 million to US$1.250 billion. From 2011 to 2017, Mr. Affonso served as Chief Operating Officer (“COO”) of Embraer’s Commercial Aviation business, leading current and future programs including market intelligence, customer support and services, as well as overseeing the final manufacturing assembly line and the development of the successful E-Jets Second Generation (E2) airplanes. During his tenure as COO of Commercial Aviation, the presence and results of customer support and services for this segment significantly expanded. In 2019, the Project Management Institute named the E-Jets E2 project that Mr. Affonso oversaw as the 2019 Project of the Year. From 2017 to 2020, Mr. Affonso was Senior Vice President of Corporate Strategy, Innovation and Digital Transformation at Embraer. During this period, EmbraerX, a company dedicated to disruptive innovation, was founded, ultimately leading to the conceptualization and creation of EVE UAM, LLC. Mr. Affonso also created Embraer’s innovation and strategic governance system, which focuses on developing strategies that aim to drive and manage innovation across the company. This program helped to create the strategies that are fueling Embraer’s turnaround after the COVID-19 pandemic. Mr. Affonso was a member of the board of directors of Brazilian General Aviation Association, the General Aviation Manufactures Association in the US, OGMA - Industria Aeronautica de Portugal and EmbraerPrev, the Embraer employees’ pension fund. Mr. Affonso currently serves a member of the Innovation Committee at Vale SA (NYSE: VALE), one of the biggest mining companies in the world. Mr. Affonso is also a member of the Superior Board of Directors of ANPEI, National Association of Innovative Companies Research and Development, an organization devoted to fostering innovation in the aerospace industry. Mr. Affonso has a Master’s degree in International Business Administration from Fundação Instituto de Administração (FIA) and graduated from the aeronautical engineering program at Instituto Tecnológico de Aeronáutica (ITA), in São José dos Campos, Brazil. Mr. Affonso has also completed executive programs in management and strategy at the University of Michigan Ross School of Business and MIT Sloan School of Management. Mr. Affonso brings to the board extensive experience in the aviation industry and in growing and developing new and existing businesses.

  10. Michael Amalfitano

    Michael Amalfitano Michael Amalfitano, 63, has served on the Board since 2022. Mr. Amalfitano has served as the President and CEO of Embraer Executive Jets since 2017, leading the company’s global business with annual revenues in excess of $1.75 billion and an active fleet of more than 1,700 aircraft with over 1,100 customers worldwide. A long-standing industry veteran, Mr. Amalfitano has 40+ years of executive leadership experience in business aviation and financial services. He is a voting member of the Embraer Executive Leadership Management Board. Prior to joining Embraer, Mr. Amalfitano served as Executive Vice President, Senior Managing Director of Business Aviation at Stonebriar Commercial Finance. Mr. Amalfitano also led as Managing Director, Executive Head of Global Corporate Aircraft Finance at Bank of America Merrill Lynch for over 22 years, following a decade-long tenure in sales management at GE Capital. Mr. Amalfitano is also the Past Chairman of the General Aviation Manufacturer’s Association (GAMA), and currently serves on their Executive, Finance, Investment, and Strategic Committees, following his previous role as Chairman of the Communications Committee, following his previous role as Chairman of the Communications Committee. Additionally, Mr. Amalfitano is also the Immediate Past Chairman of the National Business Aviation Association (NBAA) Advisory Council, served as a member of the NBAA Board of Directors, and is currently a member of the Advisory Council and Leadership Council. He is also a member of the Board of Trustees at Embry-Riddle Aeronautical University (ERAU) and serves on their Finance and Investment Committees. Past board positions include former four-term OEM President of the International Aircraft Dealers Association (IADA), Chairman of the Associate Members Advisory Council for the National Aircraft Resellers Association (NARA), and former two-term President of the National Aircraft Finance Association (NAFA). Mr. Amalfitano holds a B.A. in Economics and a Master’s in Financial Management from Fairfield University in Fairfield, Connecticut. He has written numerous articles for aviation industry publications and is an active speaker and panelist at business aviation summits, forums, virtual podcasts & webinars, and thought leadership conferences throughout the industry.

  11. Gerard J. DeMuro

    Gerard J. DeMuro Gerard J. DeMuro, 68, has served on the Board since 2023. Mr. DeMuro served as the Co-Chief Executive Officer of the Company from September 2021 to September 2023, and was instrumental in Eve’s SPAC transaction, taking the company to a very successful NYSE listing that raised approximately $400 million from multiple strategic financial investors. He then served as the Executive Vice President of Corporate Development of the Company until January 2024. He also serves as an independent director of Mercury Systems, Inc. He previously served as an independent director of Zanite. Prior to joining Zanite, Mr. DeMuro served as President and Chief Executive Officer of BAE Systems, Inc. from 2014 to 2020, where he was responsible for the leadership and governance of one of the largest U.S. aerospace and defense contractors, with global sales in excess of $11 billion and more than 33,000 employees globally. Throughout this period, Mr. DeMuro also served as an Executive Director on the BAE Systems, Inc. board of directors and as a member of the board of directors and executive committee of BAE Systems, plc. Prior to BAE, he held the position of Executive Vice President and Corporate Vice President at General Dynamics Corporation (NYSE: GD), where he directed strategic development and operational performance of the $11.7 billion revenue generating Information Systems and Technology Group, leading 44,000 employees and 6,000 open contracts, and providing products and services to defense and commercial customers worldwide. He joined General Dynamics as President, C4 Systems after General Dynamics acquired GTE Government Systems. Mr. DeMuro earned his M.B.A. from Fairleigh Dickinson University, and his B.A. from the University of Pittsburgh. Mr. DeMuro brings to the board extensive experience in the defense and aviation industries, including executive and operational experience with public and private companies.

  12. Board Diversity Matrix

    Board Diversity Matrix

  13. (as of April 9, 2024)

    (as of April 9, 2024)

  14. (as of April 9, 2024)

    | Total Number of Directors | | 7 | | | Female | Male | | Gender Identity | | | | Directors | 2 | 5 | | Demographic Background | | | | African American or Black | | | | Alaskan Native or Native American | | | | Asian | | | | Hispanic or Latinx | | 1 | | Native Hawaiian or Pacific Islander | | | | White | 2 | 2 | | Two or More Races or Ethnicities | | | | LGBTQ+ | | | | Did Not Disclose Demographic Background | | 2 |

  15. General Information About the Board of Directors

    General Information About the Board of Directors

  16. Director Compensation

    Director Compensation The following table provides the compensation paid to the non-employee directors of the Company with respect to the year ended December 31, 2023.

  17. Director Compensation

    | Name | Fees earned or paid in cash ($) (1) | Stock Awards ($) (2) | All other compensation ($) | Total ($) | | Marion Clifton Blakey | 68,333 | 137,250 | - | 205,583 | | María Cordón | 55,000 | 183,457(3) | - | 238,457 | | Paul Eremenko | 60,000 | 137,250 | - | 197,250 | | Sergio Pedreiro | 70,417 | 137,250 | - | 207,667 | | Luis Carlos Affonso(4) | - | - | - | - | | Michael Amalfitano(4) | - | - | - | - | | Kenneth C. Ricci(4)(5) | - | - | - | - |

  18. Director Compensation

    | (1) Each independent director receives an annual cash retainer of $60,000, payable $5,000 per month, prorated for the time served on the board. In addition to the annual cash retainer, the amount in this column includes committee chair fees. | | (2) Under the 2022 Plan, the independent directors receive an annual equity grant of restricted stock units. The amounts shown represent the grant date fair value of the awards computed in accordance with FASB ASC Topic 718, which was $9.15 per share. The number of restricted stock units granted was calculated assuming a price per share equal to $10, resulting in the grant of 15,000 restricted stock units. | | (3) Ms. Cordón received a prorated equity grant of restricted stock units in respect of the partial year of service in the year of her appointment to the board. The amount shown represents the grant date fair value of the prorated equity grant computed in accordance with FASB ASC Topic 718, which was $6.91 per share, plus the annual grant of restricted stock units described above. | | (4) Director does not receive any compensation from the Company for their service on the Board. | | (5) Resigned from the board effective as of October 31, 2023. |

  19. Director Compensation

    Each independent director of the Company receives an annual cash retainer of $60,000, payable $5,000 per month, and will receive an annual equity grant of restricted stock units with a fair market value of $150,000 as of the date of the grant, vesting on the first anniversary of the grant. In 2023, the Board approved a revision to the vesting policy for the directors’ annual equity grants to align vesting with market practices. As such, the annual equity grant now vests on the first anniversary of the grant date, rather than the third anniversary of the grant date, and previous director equity grants were amended to conform to this change. In addition, in July 2023, the Board approved the payment of annual committee chair fees. The Chairperson of the Audit Committee receives an additional annual cash retainer of $25,000 and the Chairperson of the Compensation Committee receives an additional annual cash retainer of $20,000. For 2023, the annual committee chair fees were prorated from the date of Board approval.

  20. Eduardo Couto

    Eduardo Couto Eduardo Couto, 41, has served as the Chief Financial Officer of the Company since 2021. Previously, Mr. Couto had been an employee of Embraer for seven years and, during such time, led key finance areas including Treasury, Insurance, Cash Management, Investor Relations, M&A and Sales Finance globally. Prior to his experience at Embraer, Mr. Couto worked as a leading sell-side analyst for Morgan Stanley and Goldman Sachs for more than seven years, focusing on Latin American Transportation and Infrastructure companies. Mr. Couto was also a Portfolio Manager at Santander Asset Management for four years. Mr. Couto earned his B.S. in Electronic Engineering from the Aeronautical Institute of Technology (ITA), and also holds the Chartered Financial Analyst (CFA) designation.

  21. Summary Compensation Table for 2023

    Summary Compensation Table for 2023 The following table summarizes the total compensation paid to or earned by our NEOs in fiscal year 2023, 2022 and 2021.

  22. Summary Compensation Table for 2023

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(1)(3) | Change In Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(1)(4) | Total ($)(1) | | Johann Christian Jean Charles Bordais | 2023 | 135,465 | — | 2,838,268 | — | 117,511 | — | 8,493 | 3,099,737 | | Chief Executive Officer | | | | | | | | | | | Eduardo Couto(5) | 2023 | 344,615 | — | 3,874,585 | — | 396,054 | — | — | 4,615,254 | | Chief Financial Officer | 2022 | 297,233 | 154,874 | — | — | 298,585 | — | 30,336 | 781,028 | | | 2021 | 99,584 | 3,006 | — | — | 68,293 | — | 6,808 | 177,691 | | Gerard J. DeMuro | 2023 | 438,462 | — | — | — | 19,234 | — | — | 457,696 | | Former Co-Chief Executive Officer | 2022 | 400,000 | — | 3,848,800 | — | 17,333 | — | — | 4,266,133 | | | 2021 | 113,846 | — | — | — | 8,360 | — | — | 122,206 | | André Duarte Stein, | 2023 | 199,563 | — | 6,063,894, | — | 12,617 | — | 2,625 | 6,278,699 | | Former Co-Chief Executive Officer | 2022 | 187,545 | 154,874 | — | — | 266,869 | — | 4,587 | 613,875 | | | 2021 | 61,210 | 9,036 | — | — | 57,556 | — | 1,959 | 129,761 |

  23. Summary Compensation Table for 2023

    | (1) Amounts converted from Brazilian reais to U.S. dollars using a conversion rate of 4.9841 to $1.00, representing the average exchange rate during the year ended December 31, 2023. | | (2) The amounts reported in this column represent the grant date value of the awards granted during the years presented, determined in accordance with FASB ASC Topic 718. For more information relating to these awards, see the section entitled “Overview of our 2023 Executive Compensation Program—Long-Term Incentive Award,” below. | | (3) The amounts reported in this column represent the annual performance-based cash bonus earned by the NEO with respect to fiscal year performance. For more information relating to these bonuses, see the section entitled “Overview of our 2023 Executive Compensation Program—Annual Cash Incentive Plan,” below. Amounts previously disclosed in this column represented bonus amounts paid during the applicable fiscal year and have been updated to reflect the bonus amounts earned in respect of the applicable fiscal year. | | (4) The amounts reported in this column represent the retirement plan matching contribution paid by the Company for the NEO and home office stipends. | | (5) Amounts for 2021 reflect the compensation attributable to Mr. Couto for the portion of the fiscal year in which he served as the Chief Financial Officer of the Company. Prior to assuming the role of Chief Financial Officer of the Company, in March of 2021, Mr. Couto received a long-term incentive award grant of Embraer shares with a grant date fair market value of $44,484 to vest on the third anniversary of the grant date, subject to partial acceleration upon a qualifying termination of employment. |

  24. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table shows all outstanding equity awards held by NEOs as of December 31, 2023.

  25. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Stock Awards (1) | | | | | Name | Number of shares or units of stock that have not vested (#) | Market value of shares or of units of stock that have not vested ($)(7) | Equity incentive plan awards: Number of unearned shares, units, or other rights that have not vested (#)(8) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(9) | | Johann Christian Jean Charles Bordais(2) | 17,181 | 125,765 | 326,435 | 2,389,504 | | Eduardo Couto | 12,735(3) | 93,220 | 241,965(3) | 1,771,183 | | | 36,000(4) | 263,520 | - | - | | Gerard J. DeMuro(5) | 100,000 | 732,000 | - | - | | André Duarte Stein(6) | - | - | - | - |

  26. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) This table provides information pertaining to restricted stock units held by our NEOs as of December 31, 2023. | | (2) The restricted stock units were granted on October 30, 2023, pursuant to the 2022 Plan and vest subject to the achievement of service and performance conditions. The 17,181 restricted stock units that vest solely on the passage of time will vest in one installment on September 1, 2026, subject to Mr. Bordais continued service through the vesting date. | | (3) The restricted stock units were granted on January 27, 2023, pursuant to the 2022 Plan and vest subject to the achievement of service and performance conditions. The 12,735 restricted stock units that vest solely on the passage of time will vest in one installment on May 9, 2025, subject to Mr. Couto’s continued service through the vesting date. | | (4) The restricted stock units granted on May 5, 2023, pursuant to the 2022 Plan and vest in one installment on the third anniversary of the grant date, subject to Mr. Couto’s continued service through the vesting date. | | (5) The restricted stock units were granted on May 9, 2022, pursuant to the 2022 Plan and vest in equal installments on the first and second anniversary of the grant date subject to the achievement of service and performance conditions that will be mutually agreed by Mr. DeMuro and the Compensation Committee. | | (6) Mr. Stein’s outstanding restricted stock units were forfeited upon the separation of Mr. Stein’s employment with the Company. | | (7) The amount reflects the number of restricted stock units granted multiplied by $7.32, the closing price of our common stock on December 29, 2023. | | (8) The amount reflected in the table represents the number of shares payable based on achievement of the target level of performance (100%). | | (9) The amount reflects the number of performance shares payable based on achievement of the target level of performance multiplied by $7.32, the closing price of our common stock on December 29, 2023. |