XP Announces Corporate Governance Changes to Support its Next Chapter of Growth

XP Inc. (Nasdaq: XP) today announced a series of changes to its Board of Directors to increase the Board’s ability to provide independent oversight and strategic counsel. These changes include (i) the creation of a majority-independent Board through the addition of new independent directors with experience in critical areas such as risk management, credit, banking and people; (ii) the formation of two new Board committees and (iii) the restructuring of existing Board committees.

Creation of a Majority-Independent Board

The refreshed Board, consisting of Independent and Non-Independent Directors, will unite professionals with industry experience and complementary skills in areas that are fundamental to the Company’s long-term business strategy.

Four new Independent Directors are expected to be elected at the upcoming Annual Meeting of Shareholders on May 24, 2024. Following the Annual Meeting, the Board will be majority-independent with five Independent Directors, three Non-Independent Directors, and Founder and Chairman Guilherme Benchimol. This will ensure a greater voice for shareholders not affiliated with the Company’s controlling shareholders while enhancing the skill set represented on the Board, the composition of which is discussed below.

Independent Directors

• Martín Escobari has served on XP’s Board of Directors since 2019. Mr. Escobari is a respected investor with a successful track record of driving innovation, highlighted by his tenure at General Atlantic, where he serves as Co-President, Chairman of the Investment Committee and Head of Global Growth Equity.
• Oscar Rodriguez Herrero brings more than 27 years of international experience in risk management, private equity, and strategic consulting, and will significantly enhance the credit and risk management capabilities of the Board. He previously held the position of Chief Risk Officer for the Global Wholesale Banking Business of Santander, and until earlier this year, he served as a member of the Executive Risk Committee at Nubank, a Brazilian digital bank.
• José Luiz Acar Pedro brings extensive experience at the highest levels of credit and banking in Brazil. He served as Executive Vice President of BCN and Bradesco, Partner and Member of the Executive Committee at BTG Pactual, CEO of Banco Pan, and Executive Chairman of Banco Safra.
• João Roberto Gonçalves Teixeira has a long track record in wholesale banking and finance as the former CEO of both Copersucar, the world’s largest sugar and ethanol company, and Banco Votorantim, one of the largest privately owned banks in Brazil.
• Melissa Werneck has worked for the Kraft Heinz Company since 2013, where she is currently Global Chief People Officer and leads the company’s Diversity, Inclusion and Belonging efforts. An expert in human resources, people management and compensation in multinational organizations, she spent 14 years working at All America Latina Logistica prior to joining Heinz. She also serves as a board member of Fundação Kraft Heinz.

Current Independent Directors Luiz Felipe Calabró, Frederico Carvalho, Cristiana Pereira, together with Non-Independent Director Fabrício Almeida, have resigned from the Board of Directors effective as of the date of the next annual general meeting of shareholders scheduled for May 24, 2024. Ms. Pereira will continue to serve as an advisor to the Audit Committee. Mr. Almeida will continue to serve as General Counsel of XP.