Cogna’s Board of Directors, composed currently of six members, is the Company’s decision-making body, responsible for formulating and implementing its policies and general business guidelines, including its long-term strategies. The Board is also responsible for appointing and supervising the Company’s executive officers.
Under Brazilian Corporate Law, the Board is also responsible for contracting the independent auditors. The Board’s decisions must be approved by a majority of votes cast by the directors in attendance. The directors are elected at the Company’s Annual Shareholders’ Meeting for a unified two-year term and may be re-elected or removed from office at any time by Cogna’s shareholders assembled in an Extraordinary Shareholders’ Meeting. In accordance with the rules of the Novo Mercado Special Corporate Governance Segment, at least 2 directors or 20% of the members, whichever is greater, must be independent, and all directors, as of the execution of the Novo Mercado Membership Agreement, must, prior to their investiture, sign the administrator’s term of commitment referred to in the Novo Mercado Regulations and the rules of the Arbitration Chamber of the São Paulo Exchange (B3).
In accordance with Brazilian Corporation Law, the members of the Board of Directors are prohibited from voting in any shareholders´ meeting or from participating in any transaction or business in which there is a conflict with the Company’s interests.
Brazilian Corporation Law permits the adoption of a multiple voting process upon the request by shareholders. Considering Cogna’s current capital stock, shareholders representing 10% of the voting capital may request the adoption of a multiple voting process to elect members to its Board of Directors.
If no request is made for a multiple voting process, Cogna’s directors will be elected by a majority of votes of the holders of common stock, with shareholders holding, individually or jointly, at least 15% of the Company’s common stock assured, in a separate voting process, the right to appoint one member. In addition, shareholders holding, individually or jointly, at least 10% of the Company´s preferred stock may elect one director in a separate election.
| Director | Title | Date of election | End of term | Terms | |
| Juliana Rozenbaum Munemori | Independent Board Member | 04/29/2024 | 2026 AGM | 2 | |
| Juliana Rozenbaum Munemori, independent member of the Board of Directors, is graduate in Economy by Pontifícia Universidade Católica (PUC) of Rio de Janeiro and holds the designation CFA®. She is an independent member of the Board of Directors of Duratex S.A. (business sector: civil construction, material for construction and decoration), where she is also a member of the Audit and Risk Management Committee, and the Committee for Evaluation of Transactions with Related Parties since June 2016, being Chairwoman of the latter from May 2019. She is member of the Board of Directors of Viva Decora Internet S.A. since November 2018. She is an independent member of the Board of Directors, of the Corporate Governance Committee and Related Parties, and the Committee for Inclusion and Diversity of EDP – Energias do Brasil S.A. since April 2018. She is member of the Strategy Committee of Suzano Papel e Celulose S.A. since December 2018. She is member of the Advisory Board of Eurofarma Laboratórios S.A. since January 2019. She is an independent member of the Board of Directors and Audit Committee of Lojas Renner S.A. since April 2017. She is member of the Board of Directors and Coordinator of the Strategic Committee of Arezzo&Co S.A. since July 2013. She accumulated 13 years of experience in Sell Side Equity Research, with primordial focus on companies of the Consumption and Retail sectors. She worked in several financial institutions between 2007 and May 2013, but primordially at Itaú BBA. Between 2013 and 2017, she performed as advisor in consumption and retail projects of Itaú BBA’s Investment Banking. She is also a member of the Advisory Board of Uatt and GoCase, company of Empreendedores Endeavor, organization in which she is an active mentor. Previously, she acted as economist on the Buy Side of institutions such as JGP, Pactual and Icatu. She has been awarded throughout the years by Institutional Investor for her coverage of Retail and Consumer Goods sectors. | |||||
| Rodrigo Calvo Galindo | Board Chairm | 04/29/2024 | 2026 AGM | 2 | |
| Rodrigo Calvo Galindo is graduate in Law and has a Master’s Degree in Education at Pontifícia Universidade Católica de São Paulo – PUC. He acts in the management of education institutions for more than 28 years. He was Vice-Administrative Dean of the University of Cuiabá and responsible for accrediting and implementation of higher education institutions in Bahia, Mato Grosso, Amapá, Acre and Rondônia. He was CEO (Chief Executive Officer) of Grupo Educacional IUNI, institution with more than 50,000 students in higher education and performance in 6 Brazilian States. He was the Company’s Director of Operations, Director of Higher Education and CEO (Chief Executive Officer) of the Company. Publications: Thesis “Políticas Públicas de Avaliação: análise crítica do modelo e perspectiva das associações representativas” and co-authorship of the book “Políticas Públicas de Avaliação”. Awards: IR Magazine – Best performance in investor relations by a CEO (2012, 2013, 2014, 2015 and 2017), Institutional Investor – Best CEO (2012, 2013, 2014, 2015, 2016, 2017 and 2018), Isto é Dinheiro – Entrepreneur of the Year (2016), Valor Econômico – Valuable Company (2014), Valuable Executive in the Education Sector (2014, 2015, 2016, 2017, 2018 and 2019), Bravo Business Awards – Dynamic CEO of the Year (2015). | |||||
| Angela Regina Rodrigues de Paula Freitas | Board member | 04/29/2024 | 2026 AGM | 2 | |
| Angela Regina Rodrigues de Paula Freitas is a founding partner of Incorporadora Gamaro and a founding partner of Alaska Asset Management. She was a member of the Board of Directors of Anhanguera Educacional between 2007 and 2009 and held positions on the Executive Board of Anhembi Morumbi between 1997 and 2007, having been its CEO from 2005 to 2007. Ms. Angela Regina Rodrigues de Paula Freitas has a degree in architecture from Mackenzie University, an MBA degree from Fundação Dom Cabral as well as taken extension courses at Harvard University, London Business School and Kellogg School of Management, as well as the Corporate Governance course at IBGC (Brazilian Institute of Corporate Governance). | |||||
| Nicolau Ferreira Chacur | Vice-President | 04/29/2024 | 2026 AGM | 4 | |
| Nicolau Ferreira Chacur, an independent member of the Board of Directors, graduated in Law from the University of São Paulo in 1986 and in International Relations from the Institute of Political Studies in Paris in 1989. Between 2004 and 2009, he served as the Corporate Executive Director of Unibanco, and from 2009 to 2011, he held the position of Corporate Executive Director of Banco Itaú BBA S.A. He has been a member of Boards of Directors since 2011. | |||||
| Luiz Alves Paes de Barros | Board member | 04/29/2024 | 2026 AGM | 0 | |
| Luiz Alves Paes de Barros graduated in Economics from the University of São Paulo (USP) in the class of 1971. He is a founding partner of Alaska Investimentos Ltda and LAPB Gestão de Recursos Financeiros Ltda, as well as a partner of General Water S/A. He is an independent member of the Board of Directors of ALLOS S.A., and he is also the president and controlling shareholder of Prin S/A, operating in the agricultural and livestock exploration sector from 1984 to the present date. Additionally, since March 2021, he has served as a board member of BRQ Digital Soluções, a technology sector company, all of which are not part of the Company’s economic group. He was a member of the Board of Directors of the following entities until 2023: (i) Banco Alfa de Investimentos S/A since 1987, (ii) Alfa Holding S.A., operating in the financial sector, (iii) Consórcio Alfa de Administração S.A., operating in the financial sector, (iv) Financeira Alfa S.A., operating in the financial sector; (v) COMGÁS, from 2017 to 2018, a gas sector entity, (vi) Cosan Logística, from 2017 to 2019, operating in the logistics sector, (vii) São Carlos Empreendimentos e Participações S/A, from 2018 to 2021, operating in the real estate sector; (viii) Magnesita Refratário S/A, from 2017 to 2018, operating in the metallurgy sector. | |||||
| Walfrido Silvino dos Mares Guia Neto | Board member | 04/29/2024 | 2026 AGM | 7 | |
| Walfrido Silvino dos Mares Guia Neto is graduate in Chemical Engineering from the School of Engineering at the Federal University of Minas Gerais in 1966 and a degree in Business Administration from the Faculty of Economic, Administrative, and Accounting Sciences of Belo Horizonte – FUMEC in 1973. He joined the company in 1966 as one of the founding partners of Pitágoras. He has held various public positions, such as Secretary of Education of Minas Gerais from 1991 to 1995, President of Consed – Council of Education Secretaries, Minister of State for Tourism (2003-2007), and Minister-Chief of the Institutional Relations Secretariat of the Presidency of the Republic (2007). | |||||
The Company has 4 advisory committees, which are tasked with providing the Company’s Board of Directors with the necessary elements and information for the decision-making process and supporting the Company’s Management in policies approved by its Board of Directors. Each committee is composed of 3 or 4 members elected by the Board of Directors. Company management members may be invited to participate in committee meetings, but without voting rights.
The committees are responsible for prior approval of matters within their competence that should be submitted to the Company’s Board of Directors. The responsibilities and meetings of each committee are managed by one of its members, who will be referred to as the “coordinator.” Coordinators will be responsible, among other tasks, for (a) organizing the agenda of committee meetings, (b) drafting minutes with the recommendations of committee members, (c) periodically informing the Company’s Board of Directors about the progress of committee work.
The minutes of committee meetings are recorded in books to be opened and maintained by the Company at our headquarters for this purpose. To learn about the responsibilities of each committee, please refer to our Bylaws.
| Committee | Members |
|---|---|
| Finance & M&A |
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| People & ESG |
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| Strategy & Innovation |
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| Audit & Risk |
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Cogna’s Statutory Executive Officers are its legal representatives and are responsible for the day-to-day management of its business and for implementing the policies and general guidelines established by the Board of Directors. In accordance with Brazilian Corporation Law, the Executive Officers must be Brazilian residents, and may or may not be shareholders of the Company. In addition, at most one-third of the members of the Board of Directors may serve as Executive Officers. Statutory Executive Officers are elected by the Board of Directors for a two-year term, with reelection permitted, and they may be removed from office by the Board of Directors at any time. The Company’s By-Laws establishes that its Board of Executive Officers be composed of at least 4 and at most 12 members elected and removed at any given time by the Board of Directors, and authorizes a maximum two post limit per Director.
| Officers | Title | End of term |
| Frederico da Cunha Villa* | Chief Financial Officer and Investor Relations Officer | 01/01/2025 |
| Frederico da Cunha Villa holds a degree in business administration from the Pontifícia Universidade Católica of Rio de Janeiro and in accounting sciences from the Universidade da Cidade do Rio de Janeiro. He has participated in the executive leadership program at Duke University, started his professional career at PwC Auditores Independentes where he worked for 13 years in the areas of external auditing, corporate planning, mergers, acquisitions and advising on capital market operations. He has previously worked for 12 years at brMalls Participações acting as controller and in the last 7 years he served as chief financial and investor relations officer. | ||
| Roberto Valério Neto* | Director President | 01/01/2025 |
| Mr. Valério currently serves as Executive Officer of Kroton Educacional. Mr. Valério joined the Company following the merger with Anhanguera in July, 2014. He worked for 3 years at Anhanguera Educacional, holding the positions of Chief Executive Officer and Executive Officer for Operations and Marketing. He received a bachelor’s degree in Business Administration and a graduate degree in Business Administration with emphasis in Strategy, Finance and Entrepreneurship from the Fundação Getúlio Vargas (FGV), and graduate degree in Marketing and Customer Experience from Columbia University. Previously, he worked for 11 years in the DIRECTV Group, with the SKY and DIRECTV brands. During this period, Mr. Valério worked mainly in the areas of Marketing, Operations and Planning, and lived in four countries where the group had operations: Brazil, Peru, Puerto Rico and United States. His last position was as Marketing and New Media Director for Latin America, based in New York. | ||
| Leonardo Gomes de Queiroz | Vice President of Growth at Kroton | 01/01/2025 |
| Leonardo Gomes de Queiroz holds a degree in Economics from the University of Brasília, with a specialization in Finance from Griffith University, a postgraduate degree in Marketing from FGV, a Master’s in Business Administration from Universidade Positivo. At Cogna since 2018, he previously served as Commercial Director and today serves as VP of Growth. He has more than 20 years of experience and, before joining Cogna, he worked in large companies such as Head of Sales at Apple, Executive Director of Corporate BU at TIM and Vice President of Operations and Corporate at GVT. | ||
| Rodrigo Menezes Cavalcanti | Kroton’s Vice President of Experience | 01/01/2025 |
| Rodrigo Cavalcanti has been working in the education sector for more than 10 years, having joined COGNA after the merger of Kroton with Anhanguera Educacional, approved by CADE in July 2014. In these more than 10 years, between Anhanguera and Kroton, Rodrigo Cavalcanti has held the positions of Director of Marketing & Commercial Development for 3 years, Director of Distance Learning Development for 3 years, National Director of Expansion for 1 year, Executive Director of Marketing for about 3 years and currently serves as Vice President of Operations & Experience of the Student. Rodrigo has a degree in Business Administration, a postgraduate degree in Accounting and Financial Administration and Marketing Administration (both from FAAP – Fundação Armando Alvares Penteado) and an MBA from IMD (Institute for Management Development) in partnership with UniL (University of Lausanne, Switzerland). He has a little more than 27 years of experience and, before joining the education sector, he worked in large companies in different segments of the economy, such as Wilson Sports, Motorola, SKY, Microsoft and GetNet. He developed and built a career in the areas of Finance, Planning, Strategy, Marketing and Customer Relations. | ||
*Statutory Officers
According to Brazilian Corporation Law, the fiscal council is a corporate body independent from the administrators and the external auditors. The fiscal council may function on a standing or non-standing basis, in this latter case functioning during a specific fiscal year when installed at the request of shareholders representing at least 2% of the voting shares, with each period of its functioning ending upon the holding of the first annual shareholder’ meeting after its installation.
The main responsibilities of the fiscal council are to oversee the activities of the management, review the company’s financial statements and report their conclusions to shareholders. Brazilian Corporation Law requires that the members of the fiscal council receive compensation of at minimum 10% of the average annual compensation paid to the company’s directors. Brazilian Corporation Law also mandates that the Fiscal Council be composed of at least three and at most five members and their respective alternates.
Cogna’s By-Laws provide for a non-standing Fiscal Council elected solely upon the request of its shareholders in a shareholder’s meeting. At the request of a shareholder representing more than 2% (two percent) of its Capital Stock, the Company’s Fiscal Council was installed for the period until the Annual Shareholders’ Meeting to be held in fiscal year 2026, with the election of the following members:
| Member of the Fiscal Council | Position | Date of election | End of office |
| Ricardo Scalzo | Member (Effective) | 04/29/2024 | 2026 AGM |
| Licensed in Physics, he graduated from the Federal University of Rio de Janeiro in 1974. Throughout his career, he has performed audit work and provided consulting services to companies of various sizes and industries. Currently, he is an independent consultant and a certified fiscal councilor by the Brazilian Institute of Corporate Governance – IBGC in 2009. He serves as a full member of the fiscal council of the following companies: Americanas S.A (since 2022); Omega Geração S.A (since 2020); Maringá Ferro e Ligas S.A (since 2013); and Westing S.A (since 2022). He has also served as a fiscal councilor for the following companies: Companhia e Cervejaria Brahma-AmBev (1992 to 2003); Contax S.A. (2005 to 2007); Hopi Hari (2000 to 2008); Companhia Energética do Maranhão – CEMAR (2007); Equatorial Energia S.A. (2007); Beneficência Médica Brasileira – Hospital São Luiz (2008 to 2012); ALL América Latina Logística S.A (2004 to 2014); Aliansce Shopping Centers S.A (2014 to 2015); MLog S.A (2015); BHG Hoteis S.A (2011 to 2015); Magnesita Refratários S.A; Suzano Holding S.A (2015 to 2018); Aceco S.A (2015 to 2018); South American Lighting Participações S.A (2016 to 2018); and Camil Alimentos S.A (2018 to 2019), Tecnisa S.A (2007 to 2019), Magnesita S.A (until 2019), and São Carlos Participações S.A (until 2019); BR Properties S.A (until 2020); Gol Linhas Aéreas Inteligentes S.A (Alternate) and Lojas Americanas S.A (from its inception until its incorporation in Nov/2021) and B2W Digital S.A (Alternate). He was elected to the Fiscal Council of Cogna for the years 2011 to 2021. | |||
| Eduardo Christovam Galdi Mestieri | Member (Effective) | 04/29/2024 | 2025 AGM |
| Eduardo Mestieri is a founding partner of Alaska Asset Management and equity analyst. Graduated in Business Administration at Insper, he started his career in 2012 and worked for companies such as Skipper Investimentos and VentureStar Capital Management. He is currently a member of the Fiscal Council of Magazine Luiza (2017- current) and Sonae Sierra Brasil (2017- current). | |||
| Anderson de Souza Marques | Member (Effective) | 04/29/2024 | 2025 AGM |
| Graduated in accounting sciences from Salgado de Oliveira University (2005), Executive MBA from COPPEAD – UFRJ (2006), certification as a counselor by IBGC. He has been acting as Regional Controller for Latin America since March 2021 at Dover Fueling Solutions Brazil. He has 25 years of professional experience, of which 11 years at PwC and 14 years in senior executives at Afton Chemical, Carioca Christiani- Nilsen Engenharia and Banco Modal S.A. Mr. Anderson does not occupy other management positions in third sector companies. | |||
| William Cordeiro | Member (Alternate) | 04/29/2024 | 2025 AGM |
| William Cordeiro has been a founding partner and equity analyst at Alaska Asset Management since 2015. In 2014, he was a stock analyst at VentureStar. Currently, he has held the position of fiscal advisor at Marcopolo S.A. and Randon S.A. since 2017. He has also been a tax advisor at Valid Soluções S.A. since 2019. He has held alternate positions on the Fiscal Council of Rumo S.A. Log-In Logística Intermodal S.A. and Celesc S.A. Held an alternate position on the Board of Directors of Magnesita Refracários S.A.. Graduated in Production Engineering from the Federal University of São Carlos. | |||
| Wagner Brilhante de Albuquerque | Member (Alternate) | 04/29/2024 | 2025 AGM |
| He served as Chief Executive Officer – CEO (2019-2021), Chief Financial Officer- CFO and Investor Relations Officer (2016-2019) at Bombril S.A;. He has 31 years of professional experience, of which 12 years at PwC and 19 years in executive board positions and Senior Management in financial and administrative areas. He served as CFO in the Group Lojas Leader and Seller (Fashion Retail; Cameba and UD); CFO at Grupo Itacar (Automotive Distribution Network) in 2015; CFO at Grupo Dadalto (Commercial and Financial Retail) – between 2010-2013, as Director of Financial operations and Controllership (2008-2010) at Grupo Pão de Açúcar (Eletro) and as Senior Controllership Manager (2004-2008) at Grupo Brasil Telecom. Mr. Wagner does not hold other management positions in third-sector companies. | |||
| Marcelo Curti | Member (Alternate) | 04/29/2024 | 2025 AGM |
| Graduated in Economics and Post-Graduated in Business Administration, both from Fundação Armando Alvares Penteado, with Project Management and Knowledge Management from Fundação Getúlio Vargas. He served on the Board of Directors at BCP SP S/A and BSE NE S/A from 1998 to 2003. Currently, he is a member of the Board of Directors at Anauger S.A since April 2018. He serves as a titular member of the Fiscal Council for the following companies: Duke Energy International, Geração Paranapanema S/A (currently CTG) since 2009, Hypera S/A since 2013, Cosan S/A – Indústria e Comércio since 2013, Rumo S/A since 2017, Suzano Holding since 2015, Whripool S.A since 2018. He has been the President of the Fiscal Council and a substitute member of Congás since 2018. | |||
Last update: September 20, 2024