Antonio Fernandez
About Antonio F. Fernandez
Independent director of Americold Realty Trust, Inc. (COLD), age 65, serving since May 2019. Fernandez is a former global supply chain executive (Pinnacle Foods EVP & Chief Supply Chain Officer; Cadbury Chief Supply Chain Officer; Sr. VP Operational Excellence at Kraft) with deep experience in procurement, manufacturing, logistics and continuous improvement. He is classified as independent under NYSE standards and currently chairs the Compensation Committee; he also serves on the Nominating & Corporate Governance and Investment Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinnacle Foods, Inc. (now part of Conagra Brands) | EVP & Chief Supply Chain Officer | Feb 2011 – Jun 2016 | End-to-end supply chain responsibility; oversaw continuous improvement, network optimization, commercialization, food quality/safety |
| Cadbury, PLC | Chief Supply Chain Officer; senior management roles | 1998 – 2010 | Global supply chain leadership; best-practices development across global operations |
| Kraft Foods Inc. (now The Kraft Heinz Company) | Sr. VP Operational Excellence (post-Cadbury acquisition) | Mar 2010 onward (during integration) | Led development and implementation of operational best practices globally |
| McKinsey & Company | Senior Advisor | Not disclosed | Advisory support on operations/supply chain |
| The Canaan Group | Senior Consultant | Not disclosed | Consulting in operations/logistics |
| Procter & Gamble; PepsiCo | Manufacturing, distribution, procurement, engineering roles | Early career (dates not disclosed) | Foundational operations experience in CPG supply chains |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Utz Brands, Inc. (NYSE: UTZ) | Director | Current (date not disclosed) | Snack food manufacturer; previously Collier Creek SPAC combined with UTZ in Aug 2020 |
| Lafayette College | Trustee | Current | Higher-education board role |
| Liberty Property Trust (acquired by Prologis) | Director | Prior (until acquisition) | REIT board experience |
| Collier Creek (NYSE: CCH) | Director | Prior (through Aug 2020) | SPAC that combined with UTZ Brands |
| Green Rabbit Holdings, Inc. | Director | Prior (until PFGC acquisition) | Private perishable logistics firm acquired by Performance Food Group |
Board Governance
- Independence: Board states all directors except CEO are independent; Fernandez is designated independent in the director slate .
- Committee assignments and roles (2024 activity shown):
- Compensation Committee – Chair; 6 meetings in 2024
- Nominating & Corporate Governance Committee – Member; 4 meetings in 2024
- Investment Committee – Member; 5 meetings in 2024
- Attendance/engagement: Board held 6 meetings in 2024; each director attended >75% of Board and relevant committee meetings and all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly in executive sessions without management .
- Leadership structure: Chair and CEO roles are separated; Mark R. Patterson is Chairman; CEO is George F. Chappelle Jr. .
- Policies: Majority vote standard; proxy access; anti-hedging/pledging; director stock ownership requirements; annual self-evaluations; three audit committee financial experts .
Fixed Compensation
| Component | Structure | 2023 | 2024 |
|---|---|---|---|
| Annual cash retainer (non-chair) | Program level | $80,000 | $80,000 |
| Board chair cash retainer | Program level | $175,000 | $175,000 |
| Annual equity award (non-chair) | RSUs or OP Units (1-year vest) | $175,003 (grant-date FV) | $175,000 (grant-date FV) |
| Annual equity award (chair) | RSUs or OP Units (1-year vest) | $224,992 (grant-date FV) | $225,000 (grant-date FV) |
| Committee chair fees | Audit $25k; Comp $20k; NCG $15k; Investment $25k | Program-level | Program-level |
| Committee member fees | Audit $12.5k; Comp $10k; NCG $7.5k; Investment $12.5k | Program-level | Program-level |
| Year | Fees earned or paid in cash ($) | Stock awards ($) | All other compensation ($) | Total ($) |
|---|---|---|---|---|
| 2023 | $120,000 | $175,003 | $12,920 | $307,923 |
| 2024 | $120,000 | $175,000 | $19,738 | $314,738 |
Notes:
- “All other” for directors comprises dividend equivalents on RSUs and OP Unit distributions; amounts reflect earnings timing differences .
- Program reimburses reasonable director out-of-pocket expenses (e.g., travel) .
Performance Compensation
- Directors do not receive performance-based equity or options; annual equity is time-based RSUs/OP Units with one-year vesting. No director performance metrics (e.g., TSR, EBITDA) are tied to director pay .
Other Directorships & Interlocks
- Current external board: Utz Brands (consumer snacks). Americold’s customers include large food manufacturers and retailers broadly, but no related-party transactions involving Fernandez or his affiliates were disclosed in 2024 or later (threshold >$120,000) .
- Director overboarding: Company policy limits directors to no more than five public company boards, with annual compliance review; the Board affirmed all directors’ compliance (including Fernandez) .
Expertise & Qualifications
- Education: B.S. in Chemical Engineering, Lafayette College .
- Technical/industry expertise: Global supply chain leadership (procurement, manufacturing, warehousing, distribution), operational excellence, commercialization, network optimization, food quality/safety programs .
- Governance credentials: Significant prior REIT board experience; chair of Compensation Committee at COLD .
Equity Ownership
| Component | Amount (units/shares) | Detail |
|---|---|---|
| Common shares (direct) | 2,991 | Shares owned |
| Vested OP Units (convertible to common) | 16,975 | Vested OPUs |
| OP Units vesting within 60 days | 6,917 | Near-term vesting OPUs |
| Total beneficial ownership | 26,883 | Sum of components |
| Shares outstanding (record date) | 284,719,592 | As of Mar 21, 2025 |
| Ownership % of outstanding | ~0.009% | Derived from 26,883 / 284,719,592 using values above |
Alignment:
- Director Stock Ownership Guideline: ≥5x annual cash retainer; Fernandez has met the guideline .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging; applicable to directors .
Governance Assessment
- Strengths:
- Independent status; chairs Compensation Committee and sits on key committees (NCG, Investment), indicating strong governance influence .
- Attendance/engagement exceeds Company thresholds; active committee participation with regular executive sessions of independent directors .
- Ownership alignment: Meets director ownership guideline; anti-hedging/pledging policy strengthens alignment .
- No related-party transactions implicating Fernandez; Audit Committee pre-approves RPTs; none disclosed since Jan 1, 2024 .
- Compensation Committee chaired by Fernandez uses independent consultant (Meridian); the Board noted no conflicts of interest; Say-on-Pay support exceeded 89% last year, indicating investor confidence in pay governance .
- Watch items:
- External directorship at Utz Brands intersects with food supply chain ecosystem; while no related-party transactions are disclosed, monitor for potential customer/supplier overlaps and recuse policies if specific transactions arise .
- Maintain oversight on committee workload and board limits given multi-committee service and external board role; Company’s overboarding policy and annual review mitigate the risk .
No material legal proceedings or adverse interests involving directors were disclosed; Board maintains majority vote standard, proxy access, and regular self-evaluations, supporting investor confidence .