Audit Committee
The Statutory Audit Committee is an advisory body to the Board of Directors, composed of at least three members, with a majority of independent members and a two‑year term, with reappointment permitted. Its responsibilities include overseeing the independent auditors, internal controls, internal audit, preparation of the financial statements, the quality of disclosed information, and the Company’s risk exposures. It also evaluates related‑party transactions and issues an annual report on its activities, conclusions, and recommendations. The committee additionally monitors the integrity of accounting processes and may request further information whenever necessary for the performance of its duties.
| Name | Position held | ||
|---|---|---|---|
| Gilberto de Almeida Peralta | Committe member and coordinator | ||
Gilberto de Almeida Peralta has been an independent member of our Board of Directors since August 24, 2018. With more than 40 years of experience in the aviation sector, Peralta has held led positions at General Electric-GE global conglomerate, including the positions of Chief Executive Officer of GE Brasil, General Manager of GE Capital Aviation Services in Latin America and Caribbean, having also held the position of Vice President at GE Aviation in France, where he led the Airbus aircraft area. Peralta holds a bachelor’s degree in Civil and Mechanical Engineering from the Universidade Católica de Petrópolis, and currently also serves as Chairman of the Board of Directors of Helibras – Helicópteros do Brasil S.A., an Airbus Group subsidiary, as well as an independent director of Ascensus Group. |
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| Renata Faber Rocha Ribeiro | Committee member | ||
Renata Faber Rocha Ribeiro has been an independent member of our Audit Committee since December 8, 2022. She holds a degree in Business Administration from Fundação Getúlio Vargas – FGV, and has been working at BTG Pactual Group since August 2020, where she holds the position of ESG Director for Exame Magazine. Prior to that, Renata accumulated over 15 years of experience in Equity Research at Itaú BBA, in the transportation, logistics and capital goods sectors, being recognized by Institutional Investor magazine’s ranking as one of the best analysts in Latin America in these sectors, between 2005 and 2017. Renata also studied Leadership in Sustainability and Corporate Responsibility at London Business School, and has been active in several partnerships and projects aimed at advancing the sustainability agenda. |
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| James Jason Grant | Committee member | ||
James Jason Grant is an independent member of our Board of Directors. Mr. James is a management partner of a Private Equity company, Headhaul Capital Partners, that focuses on investing in transportation and logistics companies. From February 2022 until August 2024, he was the Chief Financial Officer of Singer Vehicle Design Inc., a luxury automobile manufacturer. |
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Compensation Committee
The Compensation Committee is a statutory advisory body to the Board of Directors, composed of three members, at least two of whom are independent, with one serving as the coordinator. The committee is responsible for organizing, managing, and interpreting share‑based incentive plans, as well as resolving unforeseen situations or conflicts related to these plans.
| Name | Position held | ||
|---|---|---|---|
| Sérgio Eraldo de Salles Pinto | Committee member and coordinator | ||
Sérgio Eraldo de Salles Pinto has been an independent member of our Board of Directors since March 10, 2008. Sergio is CEO of Grupo Bozano and currently also serves as an external member of the Audit, Risk and Ethics Committee of Embraer, member of Investment Committees of Crescera Capital, CEO of Legend Capital and representative member of the Shareholders Committee of Conglomerado Alfa. In addition to the positions currently held, he served as a member of the Board of Directors of large companies, such as Netpoints, Embraer, Votorantim S.A. and Votorantim Finanças S.A., having also served as director of Banco Bozano, Simonsen S.A., and held the position of Chairman of Bozano Simonsen Securities in London. Sergio holds a degree in Economics and Electrical Engineering from the Universidade de Brasília and a master’s degree in Economics from Fundação Getúlio Vargas do Rio de Janeiro and a master’s degree in Business Administration from the Pontifícia Universidade Católica do Rio de Janeiro. |
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| David Gary Neeleman | Committee member | ||
David Neeleman, a dual Brazilian and U.S. citizen, is the Chairman of our Board of Directors and served as Chief Executive Officer until July 2017, since he founded Azul in January 2008. Prior to Azul, Mr. Neeleman founded JetBlue Airways, where he held the position of Chief Executive Officer from 1998 to 2007 and Chairman of the Board of Directors from 2002 to 2008. Mr. Neeleman’s career in the airline industry began in 1984 when he co-founded Morris Air. As President of Morris Air, he implemented the industry’s first electronic ticketing system and pioneered a home reservationist system that is now the foundation of JetBlue’s call center. Mr. Neeleman sold Morris Air in 1993 and took the electronic ticketing to Open Skies Incorporated. He later sold Open Skies Inc. to Hewlett Packard in 1999. Mr. Neeleman was also co-founder of WestJet Airlines and served as a member of its Board of Directors from 1996 to 1999. Mr. Neeleman currently also serves as CEO and Chairman on Breeze AirwaysTM, as well as a member of the Board of Directors of Lilium N.V. since September 2021. |
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| Jonathan Seth Zinman | Committee member | ||
Jonathan Seth Zinman is an independent member of our Board of Directors. Mr Jonathan has over 17 years of industry experience. He founded and currently manages JZ Advisors LLC and sums many years as a managing director at large capital and asset management companies. Mr. Zinman holds a BA from Duke University and an MBA and JD from the University of Michigan. |
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Environmental, Social and Governance Committee
The ESG Committee is a statutory advisory body to the Board of Directors, composed of four members, including at least two independent members, one of whom serves as the coordinator. The committee is responsible for monitoring and evaluating the Company’s ESG plan and strategy, supporting updates to the Code of Ethics, recommending adherence to national and international initiatives and protocols, contributing to ESG performance reports, supporting the related‑party transactions policy, and providing opinions on certain relevant operations, always aiming to ensure sound environmental, social, and governance practices.
| Name | Position held | ||
|---|---|---|---|
| Renata Faber Rocha Ribeiro | Committee member and coordinator | ||
Renata Faber Rocha Ribeiro has been an independent member of our Audit Committee since December 8, 2022. She holds a degree in Business Administration from Fundação Getúlio Vargas – FGV, and has been working at BTG Pactual Group since August 2020, where she holds the position of ESG Director for Exame Magazine. Prior to that, Renata accumulated over 15 years of experience in Equity Research at Itaú BBA, in the transportation, logistics and capital goods sectors, being recognized by Institutional Investor magazine’s ranking as one of the best analysts in Latin America in these sectors, between 2005 and 2017. Renata also studied Leadership in Sustainability and Corporate Responsibility at London Business School, and has been active in several partnerships and projects aimed at advancing the sustainability agenda. |
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| Gilberto de Almeida Peralta | Committee member | ||
Gilberto de Almeida Peralta has been an independent member of our Board of Directors since August 24, 2018. With more than 40 years of experience in the aviation sector, Peralta has held led positions at General Electric-GE global conglomerate, including the positions of Chief Executive Officer of GE Brasil, General Manager of GE Capital Aviation Services in Latin America and Caribbean, having also held the position of Vice President at GE Aviation in France, where he led the Airbus aircraft area. Peralta holds a bachelor’s degree in Civil and Mechanical Engineering from the Universidade Católica de Petrópolis, and currently also serves as Chairman of the Board of Directors of Helibras – Helicópteros do Brasil S.A., an Airbus Group subsidiary, as well as an independent director of Ascensus Group. |
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| Daniella Marques Consentino | Committee member | ||
Daniella Marques Consentino has been an independent member of the Company’s Board of Directors since October 2023. Mrs. Marques has more than 17 years of experience in the financial market and in asset management area, is Chairperson, and partner responsible for Business Solutions area of Legend Capital. Mrs. Marques is also a member of the Strategic Board of Astra Payments, and partner at Gaya Advisors were acts as a mentor and speaker on topics focused on inclusion and financial promotion of women. Mrs. Marques held the position of President of Caixa Econômica Federal, the largest bank in terms of assets in Brazil – exceeding 1 trillion Reais, with around 90 thousand employees. She worked directly in structuring and conducting female entrepreneurship and financial guidance programs for women through the “Caixa pra Elas” and “Brasil pra Elas” programs, reaching more than 30 million women. Mrs. Marques was also a founding partner and COO of Crescera Capital, and headed the Special Advisory for Strategic Affairs of the Brazilian Ministry of Economy, working on highly relevant projects, such as the Brazilian Pension Reform, the Sanitation framework and coping measures of COVID-19. She was the Special Secretary for Productivity and Competitiveness, leading the resumption of the Crédito Brasil Empreendedor program, the reduction of the Brazilian tax “IPI” and the Investment Monitor. She was President of the Board of Directors of Elo Serviços S.A. – Elo Cartões and the Brazilian Agency for Industrial Development – ABDI, as well as a member of the Board of Directors of CNP Seguros Holding Brasil S.A., among other leadership positions. Mrs. Marques has a degree in Business Administration from the Pontifical Catholic University of Rio de Janeiro – PUC/RJ, and an MBA in Finance from IBMEC. |
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| James Jason Grant | Committee member | ||
James Jason Grant is an independent member of our Board of Directors. Mr. James is a management partner of a Private Equity company, Headhaul Capital Partners, that focuses on investing in transportation and logistics companies. From February 2022 until August 2024, he was the Chief Financial Officer of Singer Vehicle Design Inc., a luxury automobile manufacturer. |
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Special Independent Committee
The Committee is an advisory body to the Board of Directors, composed of at least three independent members appointed for a one‑year term. Its main responsibilities include evaluating, reviewing, planning, and overseeing negotiations related to the Reorganization and the Chapter 11 process, as well as recommending actions to the Board. The committee operates in accordance with applicable laws, the Company’s Bylaws, and its internal regulations.
Additionally, Mr. Samuel Aguirre has been appointed to the position of Chief Restructuring Officer.
| Name | Position held | ||
|---|---|---|---|
| Jonathan Seth Zinman | Chairman of the Committee | ||
Jonathan Seth Zinman is an independent member of our Board of Directors. Mr Jonathan has over 17 years of industry experience. He founded and currently manages JZ Advisors LLC and sums many years as a managing director at large capital and asset management companies. Mr. Zinman holds a BA from Duke University and an MBA and JD from the University of Michigan. |
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| James Jason Grant | Committee member | ||
James Jason Grant is an independent member of our Board of Directors. Mr. James is a management partner of a Private Equity company, Headhaul Capital Partners, that focuses on investing in transportation and logistics companies. From February 2022 until August 2024, he was the Chief Financial Officer of Singer Vehicle Design Inc., a luxury automobile manufacturer. |
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| Renata Faber Rocha Ribeiro | Committee member | ||
Renata Faber Rocha Ribeiro has been an independent member of our Audit Committee since December 8, 2022. She holds a degree in Business Administration from Fundação Getúlio Vargas – FGV, and has been working at BTG Pactual Group since August 2020, where she holds the position of ESG Director for Exame Magazine. Prior to that, Renata accumulated over 15 years of experience in Equity Research at Itaú BBA, in the transportation, logistics and capital goods sectors, being recognized by Institutional Investor magazine’s ranking as one of the best analysts in Latin America in these sectors, between 2005 and 2017. Renata also studied Leadership in Sustainability and Corporate Responsibility at London Business School, and has been active in several partnerships and projects aimed at advancing the sustainability agenda. |
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Strategy Committee
The Strategic Committee is an autonomous and independent decision‑making body composed of up to five members. Its main responsibilities include approving the annual budget, business plans, and growth strategies; authorizing significant borrowings and investments; evaluating aircraft acquisition or leasing transactions; approving strategic partnerships and material asset transactions; managing share‑based incentive plans; recommending Executive Officers to the Board; and approving the Company’s Code of Ethics and Conduct, in addition to deliberating on financial restructurings, among other duties.
| Name | Position held | ||
|---|---|---|---|
| Jonathan Seth Zinman | Committee member | ||
Jonathan Seth Zinman is an independent member of our Board of Directors. Mr Jonathan has over 17 years of industry experience. He founded and currently manages JZ Advisors LLC and sums many years as a managing director at large capital and asset management companies. Mr. Zinman holds a BA from Duke University and an MBA and JD from the University of Michigan. |
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| James Jason Grant | Committee member | ||
James Jason Grant is an independent member of our Board of Directors. Mr. James is a management partner of a Private Equity company, Headhaul Capital Partners, that focuses on investing in transportation and logistics companies. From February 2022 until August 2024, he was the Chief Financial Officer of Singer Vehicle Design Inc., a luxury automobile manufacturer. |
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| Patrick Wayne Quayle | Committee member | ||
Patrick Wayne Quayle has been an independent member of our Board of Directors since April 29, 2021. Patrick brings 15+ years of experience in airline network, fleet, and corporate planning across positions at United Airlines, American Airlines, and Continental Airlines. Patrick is currently Senior Vice President, International Network and Alliances at United Airlines, where he is responsible for the company’s $20B international route portfolio and enterprise fleet strategy. He has led the launch of 70+ new international routes to 15+ new destinations and has directed the design and interior configuration of more than 1,000 aircraft. Patrick received his Bachelor of Arts in political science from Rice University, his MBA from the University of Bath, and was named to Crain’s Chicago Business 40 Under 40. |
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| John Stephen Slattery | Committee member | ||
John S. Slattery serves as a director of BETA Technologies (NYSE: BETA) since October 2025 and Chairman of Italian aerospace supplier Forgital Group since July 2025. Previously, Mr Slattery served as the Executive Vice President and Chief Commercial Officer of GE Aerospace (NYSE: GE) from June 2022 to June 2024 and President and CEO of GE Aviation (NYSE: GE) from September 2020 to June 2022. Prior to joining GE Aviation, Mr. Slattery served as the President and Chief Executive Officer of Embraer’s (NYSE: EMBJ) Commercial Aviation division from January 2016 to September 2020. Mr. Slattery is an AMP graduate of Harvard Business School, an MBA graduate of University of Limerick and was conferred with a BA from The University of Glamorgan. Mr. Slattery has been an adjunct professor at University of Limerick’s Kemmy business School for the last decade. Mr. Slattery has extensive experience in business, corporate governance, risk management, regulatory engagement in highly regulated industries and the global aerospace industry. |
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| John Peter Rodgerson | Committee member | ||
John Peter Rodgerson has been our Chief Executive Officer since July 24, 2017. Prior to this position, Mr. Rodgerson was our Chief Financial and Investor Relations Officer, responsible for the Financial Planning and Analysis, Treasury and Accounting areas of the Company. Mr. Rodgerson worked with David Neeleman on the original business plan for the incorporation of the Company, being one of its founding members. He also was the Chief Executive Officer of the Company’s operating subsidiary, Azul Linhas Aéreas Brasileiras S.A., between August 2019 and October 2022. Mr. Rodgerson also served as Planning and Financial Analysis Officer at JetBlue Airways from 2003 to 2008. He previously worked for IBM Global Services from 2001 to 2003. He holds bachelor’s degree in Finance from Brigham Young University. |
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Ethics and Conduct Committee
The Ethics and Conduct Committee is responsible for managing the Company’s Code of Ethics, analyzing and ruling on serious violations, applying sanctions, and clarifying questions regarding its content. Composed of five members from senior leadership and the Compliance area, the committee serves a two‑year term and reports to the ESG Committee. Its duties include promoting awareness of the Code, reviewing non‑compliance reports, conducting investigations, proposing disciplinary measures, and recommending updates to the Code, always ensuring the integrity and proper application of the Company’s ethical standards.
Current composition of the Committee:
| Name | Position |
|---|---|
| Alexandre Wagner Malfitani | Member and Coordinator |
| Edson Massuda Sugimoto | Member |
| Raphael Linares Felippe | Member |
| James Jason Grant | Member |
| Jason Truman Ward | Member |
| Antônio Dibai Leão | Member |
| Alana Cristina Sachi | Member |
| Robson Braga da Costa | Member |