Benjamin J. Babcock reassumes the role of non-executive Chairperson of Dia, providing leadership continuity to the Board, having previously held the position between September 2023 and June 2025.
Luisa Delgado is appointed Vice Chairperson of the Board of Directors and Senior Independent Director (“Consejera Coordinadora de Independientes”), two new positions created to reinforce corporate governance best practices.
Mar Gallardo Mateo joins the Board of Directors by co-optation as an independent director and becomes a member of the Audit and Compliance Committee.
The changes reinforce Dia’s independent governance with only one proprietary director out of a total of 10 members, 60% female representation, and Committees composed entirely of independent directors as of April 2026.
Madrid, January 22, 2026.– Alberto Gavazzi has communicated his resignation as Chairperson and member of the Board of Directors of Dia due to his termination of his professional relationship with the LetterOne Group. This resignation will be effective following the Board of Directors meeting scheduled for 25 February 2026.
In this context, and with the aim of reinforcing Dia’s market-leading governance best practices, independence, and the diversity within its governing body, Grupo Dia has announced changes to the composition of its Board of Directors and its Committees.
The Board of Directors has agreed to appoint Benjamin J. Babcock as the non-executive Chairperson of Dia. His appointment provides continuity to the leadership of the governing body and will be effective following the resignation of Mr. Gavazzi. Mr. Babcock, a proprietary director, previously held this position from September 2023 to June 2025, a period during which he led the Board through the company’s strategic re-orientation, its operational turnaround, and the refinancing completed in December 2024.
Babcock stated: “I assume this responsibility with a firm commitment to Dia’s long-term strategy. The company has clarity of purpose, business momentum, an outstanding management team and a strong and independent Board, all fully aligned to create sustainable long-term value for all our shareholders and stakeholders. I thank Alberto for his important contributions to the development of Dia’s strategy and leadership at the Board. We wish him the best in his future endeavors”.
The Board has appointed Luisa Delgado as Vice Chairperson of the Board of Directors and Senior Independent Director (Consejera Coordinadora de Independientes), two new positions created to reinforce strategic supervision and the importance of independent governance. She already held a similar position when she was appointed Senior Coordinating Director (Consejera Coordinadora) from 1 November 2021 to 30 August 2022, at a time when such position was required under applicable law because the Chairperson of the Board of Directors was an executive director. As Vice Chairperson, Ms. Delgado will assist the Chairperson in the long-term development of the business, its governance model and corporate culture. As Senior Independent Director, she will help strengthen the voice, coordination, and representation of independent directors, in line with corporate governance best practices.
In parallel, the Board has approved, by co-optation, the appointment of Mar Gallardo Mateo as a new independent director, filling the vacancy created by the resignation of Alberto Gavazzi. This appointment will be effective following the February Board of Directors meeting.
Ms. Gallardo was identified through a rigorous and professional selection process conducted with the support of an independent executive search firm, ensuring an objective evaluation of candidates based on merit, experience, and alignment with Dia’s strategic needs and governance standards.
Mar Gallardo is an experienced professional with over three decades of experience in auditing, corporate governance, and finance. She has served as an Audit Partner and member of the Management Committee at PwC Spain. Additionally, she has led the Retail and Consumer sector at PwC and has extensive experience as an independent director. She chairs audit committees at multiple companies and is also Chair of the Board of Nationale-Nederlanden Spain. Her profile combines deep technical expertise and strategic vision, making her a highly qualified professional to assume responsibilities on Dia’s Board of Directors and the Audit and Compliance Committee.
This appointment reinforces the independence and diversity of the Board. Gallardo joins as a member of the Audit and Compliance Committee, increasing the number of members from four to five. This appointment is made with a view to her potentially replacing Gloria Hernández as Chair of the aforementioned committee in February 2027 when her mandate as Chair ends. Such appointment will follow all necessary approvals. It is anticipated that Ms. Hernández will continue as a member of the Audit and Compliance Committee after the end of her term as Chair.
Additionally, the Board has agreed to the reclassification of Sergio Antonio Ferreira Dias as an independent director as of 1 April 2026, once the applicable legal requirements are met. It has also acknowledged the decision of José Wahnon Levy, one of the longest-serving members of the company’s Board, not to stand for re-election at the next General Shareholders’ Meeting. He served as Chairperson of the Audit and Compliance Committee and played a critical role in the decisions supporting Dia’s turnaround and strategic repositioning. Dia’s shareholders have benefited immeasurably from his leadership and counsel.
Following these changes, from April 2026, 90% of Dia’s Board of Directors will be independent directors (up from 70% today), with fully independent Committees, 60% female representation (up from 50%), and a majority of Spanish-based directors, reinforcing the company’s commitment to the highest standards of corporate governance.
These changes strengthen the foundations for Dia’s strategic development. The Board of Directors plays a central role in defining the strategy, supervising management, and creating sustainable long-term value for shareholders and other stakeholders, acting with unity of purpose, independence of judgment, and aligned with corporate governance best practices.
