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Founder of Nubank (NU) waives agreement on potential extra remuneration

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Additional remuneration was at the center of a controversy that hit Nubank in April this year (Image: Disclosure / Nubank)

O Nubank 🇧🇷NAKED) said this Tuesday that the founder and chief executive, David Vélez, decided to end an agreement that gave him the right to a possible extra millionaire remuneration in shares in the future, generating a positive accounting effect for the Bank digital.

Additional remuneration was at the center of a controversy that hit Nubank in April of this year, when the bank informed the market of a total payment forecast of up to 816 million reais to directors and directors in 2022, generating discussions on social networks. More than 80% of the amount referred to the accounting effects of the Vélez agreement.

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Vélez’s decision also comes after the drop in the value of Nubank’s shares before the IPO. The remuneration was based on the performance of the bank’s shares on the stock exchange.

The long-term incentive award called Contingent Share Award (CSA) was established in 2021, ahead of an initial public offering (IPO) of Nubank in New York.

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According to its terms, Vélez would earn 1% of the total shares if the bank’s Class A shares remained, on average, at US$18.69 on the stock exchange for 60 consecutive days, and would be entitled to an additional 1% if the same occurred on 35, 30 dollars.

It turns out that Nubank shares, which started at US$9 each in the IPO and reached US$12.24 at the opening, closed on Monday at US$4.22. That is, they would have to raise more than four and eight times, respectively, for the activation of the payment.

Nubank estimated the fair value of the remuneration at US$423 million, a calculation that, among other specifics, is based on figures from the time of the agreement. In practice, the value received by Vélez would be higher, as it would imply a higher valuation of the company.

It turns out that Nubank’s shares, which started at US$9 each in the IPO and reached US$12.24 at the opening (Image: Rafael Borges/ Money times)

Asked whether the drop in shares was a factor in forgoing potential pay, Vélez told Reuters that the program was “very misunderstood by the market” at the start of the year as it was “very, very ambitious”. So the decision to forgo the payout has “nothing to do with the stock’s short-term performance,” he said.

If the first objective were achieved, based on the current share capital, Nubank would be worth approximately 86.7 billion dollars on the stock exchange, against approximately 20 billion currently.

Latin American giants like Vale and Mercado Livre have market caps of around US$69 billion and US$46 billion, respectively.

Vélez, who had already pledged to donate any shares he earned from the extra compensation to his family’s philanthropic platform, said the decision was based on the current macroeconomic scenario of high interest rates.

“I came to the conclusion that the best thing for the company at this point is to cancel this, given how expensive the program is for the company,” said Vélez. “It allows us to navigate a more turbulent environment with much less weight and in a more agile way,” he added.


Nubank said the expected accounting savings between November 2022 to 2029 will be $356 million, as the bank will no longer need to recognize the ongoing effect of the potential future grant award.

However, the fourth quarter of 2022 will be negatively impacted, with a one-time, non-cash recognition of expenses in the same amount, the company said, as accounting guidelines require the termination to be recorded as an accelerated purchase, even if there is no acquisition or actual disbursement, according to Nubank.

Waiver of compensation will also avoid potential dilution of other shareholders, up to 2% of total common shares, Nubank said.

Vélez also ruled out the possibility of a new similar agreement in the future, as he said he was already “very well remunerated” with his share of around 20% in the company, through the holding company Rua California.

Nubank said that the expected accounting savings between November 2022 and 2029 will be US$356 million (Image: Rafael Borges/Money Times)

“From the company’s point of view, it’s a very relevant win-win,” said Guilherme Lago, financial director at Nubank, who spoke to Reuters alongside Vélez. He cited cost savings and highlighted that “at the same time we achieve this by keeping David super aligned with the rest of the company’s shareholders”.

The settlement is the “primary form of compensation for which Vélez was potentially eligible to receive Nubank shares,” the company said. Directors’ extra compensation programs remain unchanged.

Nubank, which had 70 million customers in September across Brazil, Mexico and Colombia, ended the third quarter with an adjusted net profit of US$63.1 million, above analysts’ estimates.

The stock is still a long way from the IPO’s $9, but has recovered from a low of $3.3 in June.

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Source: Moneytimes

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