Robert Bass
About Robert L. Bass
Robert L. Bass, age 56, is an independent director of Americold Realty Trust, Inc. (COLD) and has served on the Board since November 2021. He brings nearly two decades of global supply chain and operations leadership across big-box retail, including Best Buy and Target, with earlier experience as a commercial airline pilot, providing deep domain expertise in logistics, fulfillment, and real estate. He is currently a non-employee director; the Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Best Buy Co., Inc. (NYSE: BBY) | Chief Supply Chain & Global Properties Officer | 2013 – Feb 2022 | Led global order management, DCs, transportation, trade compliance, final-mile fulfillment, reverse logistics, and real estate |
| Target Corp. (NYSE: TGT) | Senior Supply Chain Leader (various roles) | ~12 years prior to 2013 | Senior leadership across supply chain operations |
| Sun Country Airlines; Midwest Airlines | Commercial airline pilot | 12 years (prior career) | Operational discipline and risk management background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pier 1 Imports, Inc. (formerly NYSE: PIR.BC) | Director | 2018 – 2020 | Board member during restructuring/industry transition |
| Current public company boards | None disclosed in proxy biography | N/A | No current public company directorships disclosed |
| Public board service limits | Directors limited to ≤5 public boards; all directors in compliance | Ongoing | Annual board review of compliance |
Board Governance
- Independence: All directors except the CEO are independent; committee members are all independent .
- Roles separated: Chairman (Mark R. Patterson) and CEO roles are separated .
- Attendance and engagement: Board held 6 meetings in 2024; each director attended >75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors and committees meet in executive session regularly, without management .
- Policies: Majority vote standard; proxy access; anti-hedging/pledging; director and executive stock ownership requirements .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Member | 4 |
| Investment | Member | 5 |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Non-chair director retainer |
| Committee fees (member) | $7,500 (NCG) | Nominating & Corporate Governance Committee member fee |
| Committee fees (member) | $12,500 (Investment) | Investment Committee member fee |
| Total cash fees earned (2024) | $100,000 | Sum consistent with reported “Fees earned or paid in cash” |
Performance Compensation (Director)
| Component | Grant Value | Instrument | Vesting | Other |
|---|---|---|---|---|
| Annual equity award (2024) | $175,000 | RSUs or OP Units (director’s choice) | One-year vest | Standard program for non-chair directors |
| Distributions/dividend equivalents | $15,594 | OP Unit distributions / RSU dividend equivalents | Earned in 2024 | “All other compensation” category |
Note: Director equity awards are time-based with one-year vesting; there are no performance-vesting metrics applied to director equity. Americold’s equity plan prohibits automatic acceleration on change in control, includes clawback provisions, and disallows option/SAR repricing without shareholder approval .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed (besides COLD) |
| Prior public boards | Pier 1 Imports (2018–2020) |
| Interlocks | None disclosed; Compensation Committee interlocks/insider participation: none |
| Related-party transactions | None ≥$120,000 involving directors/executives since Jan 1, 2024 |
| Board service cap | All directors comply with ≤5 public boards limit |
Expertise & Qualifications
- Logistics and supply chain: Led end-to-end operations (order management, DCs, transport, reverse logistics) at Best Buy; extensive Target supply chain leadership .
- Real estate: Global properties responsibility at Best Buy; understanding of network strategy, site selection, and asset optimization .
- International and compliance: Experience in global compliance/trade; international operations oversight .
- Retail operations insight: Big-box retail fulfillment and final-mile expertise relevant to Americold’s high-throughput, temperature-controlled warehousing customer base .
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 20,027 units/shares (OP Units convertible; includes units vesting within 60 days) |
| Composition | 13,110 vested OP Units convertible into common shares; 6,917 OP Units vesting within 60 days |
| Ownership as % of shares outstanding | <1% (Company notes directors own <1% individually; 284,719,592 shares outstanding as of Mar 21, 2025) |
| Stock ownership guideline | 5x annual cash retainer (directors must hold common stock at ≥5x retainer) |
| Compliance status | Not yet achieved; has until May 2026 to comply |
| Hedging/Pledging | Prohibited under Company policy |
Governance Assessment
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Strengths supporting investor confidence:
- Independent director on key governance and investment committees; Board/committees fully independent .
- Robust attendance; active Board schedule with 6 meetings; director attendance >75% and full annual meeting attendance .
- Clean conflicts profile: no related-party transactions; formal related-party review via Audit Committee; comprehensive Code of Conduct and Insider Trading Policy .
- Shareholder-friendly governance: majority vote, proxy access, separated Chair/CEO, anti-hedging/pledging, ownership requirements .
-
Watchpoints / potential red flags:
- Ownership alignment: Bass has not yet met director stock ownership guidelines (deadline May 2026). Monitor progress and any pledging/hedging violations (prohibited) .
- Compensation mix: Director pay is largely time-based equity; no performance-vesting for directors. While standard, investors may prefer explicit performance linkage for board equity; note clawback and conservative plan features mitigate risk .
-
Context signals:
- Strong say-on-pay support (89% approval in prior year), signaling broad investor alignment with compensation governance, though focused on NEOs .
- No material legal proceedings involving directors adverse to the Company .
Insider Trades
| Item | Detail |
|---|---|
| Director Form 4 transactions | Not disclosed in the proxy; Company maintains a filed Insider Trading Policy (Exhibit 19 to 2024 10-K) |
To analyze Form 4 activity, see EDGAR filings for “Robert L. Bass” under COLD; the proxy does not enumerate transaction histories .
Notes on Director Compensation Structure
- Program design for non-employee directors: $80,000 cash retainer; $175,000 annual equity (RSUs or OP Units); committee member fees ($7,500 NCG, $12,500 Investment); higher fees for chairs and Board chair; one-year vesting for director equity; reimbursement of reasonable expenses .
- Equity plan risk controls: no evergreen; 10-year term; clawback; no automatic vesting on change in control; no repricing; minimum one-year vesting (≤5% exception); director equity limits; no golden parachute gross-ups .
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