Management and Committes

Corporate Governance

The Board of Directors (Board) is the highest governance and collective decision-making body. It is responsible for defining general guidelines and policies, as well as overseeing the management functions of executive officers, among other duties.

The Board has at least two (or 20%, whichever is greater) independent directors*, as defined by the B3’s Novo Mercado Regulations and as established in the bylaws of Cosan, and the characterization of nominees to the Board as independent directors must be deliberated at the Shareholders Meeting that elects them.

The current Board consists of eight  members, including two independent members, onof them women. The chairman of the Board does not hold any executive position at Cosan.

For information about the participation of directors in Board meetings, see item 12.5/6 of the Reference Form.

Name Position Election Date End of Term 1st Election Date
Rubens Ometto Silveira Mello Chairman of the Board of Directors 04/30/2025 2027 ASM 11/07/2000 (23 years)

Date of birth: 02/24/1950

Education

− Degree in Production Engineering from the Polytechnic School of São Paulo (USP); graduate degree in Finance from UNIMEP; and MBA at FGV with an extension program at Ohio University.

Professional Background

− Advisor to the Executive Board of Unibanco; Chief Financial Officer of Votorantim; member of the Board of Directors of Única; and CEO of Cosan S.A.; Chairman of the Board of Directors of Comgás; he has accumulated solid experience in business management, having worked in industrial areas, risk management, finance, human resources, ESG, and strategy.

Current Positions

− Chairman of the Board of Directors of Cosan since 2000; chairman of the People and Nominating Committee of Cosan; CEO of Aguassanta Participações (parent company of Cosan); chairman of the Board of Directors of Rumo, Compass, Raízen and Moove.

Social Work

− Member of the Board of Directors of Gerando Falcões; and member of the Advisory Board of Instituto de Cidadania Empresarial (ICE).

André Santos Esteves Vice-Chairman of the Board 11/19/2025 2027 ASM 11/19/2025

Date of Birth: 07/12/1968

Education

− Mathematics at the Federal University of Rio de Janeiro (UFRJ), with a specialization in Computing.

Professional Background

− Joined Banco Pactual in 1989 at the age of 21. Over the past three decades, working alongside his partners and collaborators, he played a crucial role in transforming BTG Pactual into a global group, which remains the leading Investment Bank in Latin America, currently employing more than 5,000 people. Mr. André Esteves has served as a member of the Board of Directors of B3 – the Brazilian Stock Exchange; and also of FEBRABAN – the Brazilian Federation of Banks.

Current Positions
− Chairman of BTG Pactual, Vice-Chairman of the Board of Directors of Cosan.

Social Work
− Engages in other areas such as education and socio-environmental initiatives, as a founding partner of Inteli. He was also a member of the Latin American Council of Harvard Business School and the Board of Fundação Estudar, an organization dedicated to promoting undergraduate and postgraduate studies for young Brazilians in Brazil and abroad, guiding these professionals into the job market.

Marcelo Eduardo Martins² Member of the Board 04/30/2025 2027 ASM 07/30/2010 (13 years)

Date of birth: 10/21/1966

Education

− Degree in Management from FGV, with specialization in Finance.

Professional Background

− Leader of the Latin American Fixed Income department at Salomon Smith Barney in New York; Chief Financial and Business Development Officer of Votorantim Cimentos; and Operates in several strategic, financial risk management fronts, also accumulating solid experience in industrial, ESG, people, among others.

Current Positions

− Vice President of the Board of Directors of Cosan since 2021 and between 2010 and 2019; CEO of Cosan*; member of the Board of Directors of Eurofarma Group; member of the Board, the People, Appointment and Compensation Committee, the Strategic and Sustainability Committee and the Financial Committee of Rumo*; member of the Board and the People Committee of Compass*; member of the Board of Comgás*; member of the Board of Raízen*; member of the Board of Moove* (*companies of the same economic group).

Burkhard Otto Cordes Member of the Board 04/30/2025 2027 ASM 08/30/2005 (18 years)

Date of birth: 05/06/1975

Education

− Degree in Business Administration from FAAP; and MBA in Finance from IBMEC-SP.

Professional Background

− Experience in the commercial area, focusing on Middle Market and Corporate segments at Banco BBM S.A.

Current Positions

− Member of the Board of Directors of Cosan since 2005; member of the People and Nominating Committee of Cosan; Vice president of companies in the Aguassanta Group (parent company of Cosan); member of the People Committee of Comgás; member of the Board and Financial Committee of Rumo; and member of the Board and People Committee of Compass Energia S.A.

Social Work

− Board member at Instituto Sol.

Renato Antônio Secondo Mazzola Member of the Board 11/19/2025 2027 ASM 11/19/2025

Date of birth: 06/06/1976

 

Education

− Holds a degree in Economics from the Pontifical Catholic University of São Paulo (PUC-SP), an MBA in Capital Markets from the University of São Paulo (USP), and a Master’s degree in International Relations from The Fletcher School (Tufts University).

Professional Background

− Joined BTG Pactual in June 2011 and has over 27 years of experience in the financial market. Prior to joining BTG Pactual, Renato served for five years as a Senior Investment Officer in the infrastructure division at the Inter-American Development Bank (IDB) in Washington, D.C. Previously, he worked for five years at J.P. Morgan in São Paulo and New York.

Current Positions

− Currently serves as Managing Partner at BTG Pactual, member of the bank’s Partners’ Committee and Operating Committee, and Head of the Private Equity area. In addition, he serves on the boards of companies such as Eneva, Cosan, V.tal, Oakberry, Inspira, Gran, and Beontag.

Ralph Gustavo Rosenberg Whitaker Carneiro Member of the Board 11/19/2025 2027 ASM 11/19/2025

Date of birth: 09/16/1981

Education

− Graduated in Business Administration with a specialization in finance and the electric sector.

Professional Background

− Since 2007, CIO of Perfin Asset. Ralph is responsible for the management of Perfin Infra, founder and member of the executive committee of the Perfin group. For over 15 years, he has closely followed the infrastructure sector, with several investments and divestments already carried out. Ralph is a member of the Board of Directors of Cia Riograndense de Saneamento, EPR Rodovias, several transmission lines in partnership with Alupar, among other companies, having always worked in the financial market.

Current Positions

− CIO of Perfin Asset and member of the executive committee of the Perfin group. He is also a member of the Board of Directors of Cosan S.A., Cia Riograndense de Saneamento, and EPR Rodovias.

Flávia Simon Independent member of the Board¹ 04/30/2025 2027 ASM 04/30/2025

Date of birth: 11/20/1979

Education

− Graduated in Business Administration from USP, with a strictu sensu Master’s degree from PUC-SP. Complemented her education with executive programs at the Wharton School (USA).

Professional Background

− Senior Director at Google Gemini in Silicon Valley; former CMO of Fitbit; Member of the Board of Directors at TradersClub (TC); with leadership roles at Intel Corporation.

Current Positions

− Senior Director at Google Gemini, the main Artificial Intelligence product of Google.

Social Work

− With over 25 years of experience in technology, innovation, and information security — including the last 7 years in Silicon Valley, where she has been at the forefront of Artificial Intelligence — she currently leads global marketing for Google Gemini, the company’s most significant technological advancement in AI. She contributes directly to its growth strategy, international expansion, and competitive positioning. Having built much of her career in California alongside leading technology players, Ms. Flávia can offer the Board a strategic perspective on the application of emerging technologies for business transformation, process optimization, and innovation at a global scale.

Luis Claudio Rapparini Soares Independent member of the Board¹ 04/30/2025 2027 ASM 04/30/2025

Date of birth: 06/08/1965

Education

− Graduated in Civil Engineering from PUC-Rio, with a postgraduate degree in Information Technology and a master’s degree in Finance from the same university.

Professional Background

− Vice President of Finance and Investor Relations Officer at Raizen S.A., Executive Vice President and Chief Audit Executive at Royal Dutch Shell, Member of the Board of Directors, Chairman of the Audit and Risk Committee, and member of the Finance and Performance Committee at CCR S.A., CFO and Investor Relations Officer at Souza Cruz S.A., and Chairman of the Fiscal Council at Rumo S.A.

Current Positions

− Member of the Board of Directors and the Remuneration Committee of Datatec LTD, Member of the Audit and Risk Committee, Remuneration Committee, and Finance Committee of Logicalis LATAM, Chairman of the Audit Committee of Compass Gás e Energia S.A., Member of the Board of Directors and the Audit Committee of OceanPact, and Chairman of the Audit Committee of Amaggi S.A.

Social Work

− Worked as an executive for 32 years in the financial and internal audit areas. Served as CFO of the British American Tobacco Group, Souza Cruz S.A., Raizen Group, and Chief Internal Auditor of Royal Dutch Shell, working in 5 countries and 4 continents. Participated in various executive development programs at Wharton, Kellogg, Insead, and IMD universities.

1) In accordance with the definition of B3’s Novo Mercado Regulations. Click here for more details on the criteria.

2) Marcelo Martins served on the Board between 7/30/2010 and 4/26/2019; he was not elected at the Meeting of 4/26/2019 and returned at the Meeting of 1/22/2021.