The market views Squadra's attempt to join Hapvida's board of directors with some optimism. In early April, the Rio de Janeiro-based asset manager nominated three individuals to compete for seats on the board , which will be decided at the general meeting scheduled for Thursday, April 30.
In the original plan by the controlling shareholders, the vote would be by slate, with the re-election of the nine current members of the board of directors. “We view this move very favorably. It’s good for the company and for the shareholder. We have a small stake in Hapvida, but we are considering participating in the Extraordinary General Meeting to support those nominated by Squadra,” said an equity manager from Rio de Janeiro.
The names put forward by Squadra were Tania Sztamfater Chocolat, Bruno Magalhães e Silva, and Eduardo Parente Menezes. With only 5.15% of Hapvida's capital, the possibility of election by multiple voting and the support of other minority shareholders should be crucial for Squadra to counter the nominations of the controlling bloc, which has been strengthening in the lead-up to the Extraordinary General Meeting.
In recent weeks, the controlling family has increased its stake in the company through stock lending, boosting its political power for the Extraordinary General Meeting without exposing itself to a potential drop in share prices, since the shares are expected to be returned.
By the beginning of Friday, April 24th, the controlling shareholders had reached 58.62% of the capital (excluding treasury shares). Of the total aggregate stake, approximately 14% comes from derivative instruments and another 14% from stock lending.
The race to gain momentum before the Extraordinary General Meeting (EGM) has also directly influenced trading of Hapvida's shares on the stock exchange. This Friday, the company's shares rose 5.94%, accumulating a 15% increase in value for the week and almost 40% for the month. Trading volume reached R$ 195 million, according to data from Elos Ayta, 61% higher than the average recorded in the first quarter.
“We know that controlling shareholders have increased their positions due to the company's public announcements. But anyone who wants more voting power at the Extraordinary General Meeting may be pushing for purchases on the stock exchange and increasing stock lending,” said another equity manager who has closely followed the healthcare market for years. He, however, says he has kept his distance from the stocks, at least for now. “I've been hurt too much already.”
According to this manager, even with the support of minority shareholders, it is highly unlikely that Squadra will be able to secure all three board members, but the addition of just one would already be a positive sign. "One board member is enough to start causing some pressure and raising the level of accountability. Two would be better, and three would be great."
Among those nominated by Squadra, this source states that Eduardo Parente is the name that could make the biggest difference on the board. In his assessment, Parente has relevant executive experience, having worked at companies like Yduqs and served on boards, which would give him greater capacity for dialogue and influence within the board.
Squadra Reviews
In addition to the nominations, Squadra harshly criticized the way the business was conducted, pointing to problems with governance, capital allocation, and execution.
According to Squadra's assessment, the administration's proposal presented potential conflicts of interest among the nominees, citing the case of a candidate classified as independent who provides paid consulting services to the company.
Squadra also criticized the proposed compensation for the board, of approximately R$ 57 million in 2026, which they considered excessive, in addition to the packages paid in recent years to CEO Jorge Pinheiro, a member of the controlling family.
Jorge Pinheiro, however, recently announced that he will be stepping down as head of the company amid a management restructuring. Hapvida has appointed a new board of directors to lead operations, with Luccas Adib as CEO, in addition to changes in key areas such as finance, strategy, technology, and customer experience.
"Jorge Pinheiro's departure and the appointment of the new board is already a positive move, regardless of Squadra," said the manager.
In the market, one of the main grievances was the unfulfilled promises of improved operational performance by the company over the past few years. "It's a company that has hurt minority shareholders a lot. So, I don't like the owners," said another equity manager.
Despite Hapvida's strong rise this month, the company's shares are still down more than 90% compared to five years ago , when the company was worth more than R$ 70 million.
Last year, adjusted net income fell 32.3% to R$1.23 billion. Without accounting adjustments, the company would have ended 2025 with a net loss of R$237 million. In the fourth quarter, its EBITDA margin was 9%, 5.2 percentage points lower than that recorded in the same period of 2024.
On the B3 stock exchange, HAPV3 shares are down 3.2% this year. Over the past 12 months, the stock has fallen 61.5%. The company's market capitalization is R$ 7.1 billion.
