James Manges
About James Manges
Independent Class II director of Traeger, Inc. (COOK); age 48; director since 2013. Senior Advisor at Trilantic North America (formerly Co‑President/Partner), with prior and current board roles at several private consumer businesses. Education: B.A., Yale University; M.B.A., Columbia Business School. Independent under NYSE rules; attends executive sessions per board practice .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trilantic North America | Senior Advisor; previously Co‑President and Partner | Joined 2009; Senior Advisor noted as of 2025 | Consumer investing leadership; extensive corporate finance experience |
| Traeger, Inc. (COOK) | Director (Class II) | Since 2013 | Independent director; no standing committee memberships |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gorilla Commerce (private) | Director | Not disclosed | Not disclosed |
| Ortholite (private) | Director | Not disclosed | Not disclosed |
| Orva (private) | Director | Not disclosed | Not disclosed |
| Rarebreed Veterinary Partners (private) | Director | Not disclosed | Not disclosed |
| Taymax (private) | Director | Not disclosed | Not disclosed |
| Sunrise Strategic Partners (private) | Director | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: Not currently a member or chair of Audit, Compensation, or Nominating & Corporate Governance committees .
- Independence: Board determined Manges is independent (nine of ten directors independent) .
- Attendance: Met the company threshold (≥75%) for board and committee meetings in 2024; also ≥75% in 2023 (only one director—Eltrich—fell below in 2023) .
- Controlled company context: Investors (AEA, OTPP, TCP) collectively control >50% voting; they have designation rights for directors and consent rights on certain major actions; Trilantic (TCP) affiliates are significant stockholders, creating investor‑affiliation dynamics for certain directors .
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | — | — | — |
| 2023 | — | — | — |
- Program note: Only “Eligible Directors” (not affiliated with AEA, OTPP, or TCP) receive cash retainers and RSU grants; investor‑affiliated directors do not participate. Annual retainer $75,000; committee chair retainers $10,000–$20,000; annual RSU grant ~$192,500 for eligible directors .
Performance Compensation (Director)
- None disclosed for Manges. Director equity grants (annual/initial RSUs and change‑in‑control vesting) apply to Eligible Directors; Manges did not receive RSUs in 2023–2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed; biography lists private company boards only . |
| Investor interlocks | Senior Advisor at Trilantic North America; entities affiliated with Trilantic (TCP) beneficially own ~13.8% of COOK (as of Mar 24, 2025) . |
| Related‑party exposure | Traeger outsources customer service to a third party owned in part by OTPP and TCP; $5.3M expense in 2024; $0.8M payable at year‑end. Audit Committee oversees related‑party transactions under policy . |
Expertise & Qualifications
- Consumer and investing expertise; corporate finance and strategic transactions experience; risk management background; human capital and ESG oversight at board level (per skills matrix) .
- Education and senior roles support board effectiveness in finance, strategy, and consumer markets .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Outstanding | Notes |
|---|---|---|---|
| James Manges | — | — | No RSUs outstanding; not an Eligible Director under the program . |
| Trilantic affiliates (TCP) | 17,986,994 | 13.8% | Significant stockholder; sole voting/dispositive power reported . |
Governance Assessment
-
Strengths: Independent status; long tenure provides institutional knowledge; attendance at or above minimum thresholds; no director compensation suggests reduced risk of pay‑driven conflicts for investor‑affiliated directors .
-
Potential conflicts and red flags to monitor:
- Investor affiliation: As Senior Advisor to Trilantic while Trilantic affiliates hold a large stake and have director designation/consent rights, independence may be perceived as constrained on investor‑sensitive matters; continued transparency and recusal protocols are important .
- Related‑party transactions: Outsourced customer service to entity partially owned by OTPP/TCP; Audit Committee oversight mitigates but still warrants monitoring of pricing, performance, and renewal terms .
- Controlled company exemptions: COOK may rely on NYSE “controlled company” governance exemptions; although the board currently exceeds minimum independence, investor control can affect board dynamics and investor confidence on major decisions .
-
Alignment signals:
- No personal COOK shareholdings reported by Manges; alignment comes primarily via Trilantic’s ownership. The company’s insider trading policy prohibits hedging transactions, supporting alignment for covered persons broadly .
- Director compensation structure excludes investor‑affiliated directors, reducing direct pay conflicts but also limiting direct equity‑based alignment at the individual director level .
Attendance Summary
| Metric | 2023 | 2024 |
|---|---|---|
| Board/Committee attendance rate | ≥75% (Manges met threshold; Eltrich the only exception) | ≥75% (all directors met threshold) |
Notes on Policies and Oversight
- Related‑party transaction policy requires Audit Committee approval/ratification with arm’s‑length assessment; no director may vote on transactions where they are related persons .
- Compensation Committee uses independent consultant (Meridian); heightened independence standards apply; clawback/recovery policies overseen per SEC/NYSE rules .
Overall, Manges brings deep consumer investing experience and long board tenure. Key governance considerations relate to investor‑affiliation amid controlled‑company status and service relationships tied to investor owners; effective committee oversight, disclosure, and recusals are essential to sustain investor confidence .