Martin Eltrich
About Martin Eltrich
Martin Eltrich (age 52) has served as a director of Traeger, Inc. (COOK) since September 2017; he is a Partner at AEA Investors, which he joined in June 2001, and leads its consumer/retail investment practice. He previously served on the board of At Home Group Inc. (October 2011–October 2020) and currently sits on several private company boards, including Jack’s Family Restaurants, Chemical Guys, AmeriVet, and ThreeSixty; he holds a B.S. in Economics from the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AEA Investors | Partner; leads consumer/retail investment practice | Since June 2001 | Consumer/retail leadership |
| At Home Group Inc. | Director | Oct 2011–Oct 2020 | Not disclosed |
External Roles
| Organization | Role | Type | Tenure | Committees/Impact |
|---|---|---|---|---|
| Jack’s Family Restaurants | Director | Private | Not disclosed | Not disclosed |
| Chemical Guys | Director | Private | Not disclosed | Not disclosed |
| AmeriVet | Director | Private | Not disclosed | Not disclosed |
| ThreeSixty | Director | Private | Not disclosed | Not disclosed |
Board Governance
- Class II director; current term expires at the 2026 Annual Meeting .
- Independence: The Board determined Eltrich is independent under NYSE rules (nine of ten directors independent) .
- Committees: Not currently serving on Audit, Compensation, or Nominating & Corporate Governance committees (no marks in snapshot) .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of aggregate board and relevant committee meetings; all incumbent directors attended the 2024 annual meeting .
- Board leadership: CEO serves as Chair; Raul Alvarez is Lead Independent Director with defined responsibilities .
- Controlled company: Traeger is a NYSE “controlled company” and may rely on certain governance exemptions, though it currently maintains majority independent board and fully independent compensation and nominating committees .
- Investor designation rights: Stockholders Agreement provides AEA, OTPP, and TCP rights to designate directors based on ownership thresholds; decreases trigger resignation processes; certain actions require investor consent while thresholds are met .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $75,000 | For Eligible Directors (not affiliated with AEA/OTPP/TCP) |
| Lead Independent Director Retainer | $75,000 | Additional cash retainer |
| Committee Chair Retainers | Audit: $20,000; Compensation: $15,000; Nominating & Governance: $10,000 | Paid quarterly in arrears; pro-rated for partial quarters |
| Eltrich 2024 Fees Earned or Paid in Cash ($) | — | Eltrich received no cash fees in 2024 (ineligible due to affiliation) |
| Eltrich 2024 Total ($) | — | No director compensation in 2024 |
Performance Compensation
| Equity Component | Grant Value | Vesting | Change-in-Control Treatment | Performance Metrics |
|---|---|---|---|---|
| Initial RSU Grant (Eligible Directors) | ~$192,500 | Vests on earlier of 1-year anniversary or next annual meeting; service-based | Vests in full upon change in control if not continuing as a board member post-transaction | None (time-based RSUs; no performance conditions) |
| Annual RSU Grant (Eligible Directors) | ~$192,500 | Vests on earlier of 1-year anniversary or next annual meeting; service-based | Vests in full upon change in control if not continuing as a board member post-transaction | None (time-based RSUs; no performance conditions) |
| Eltrich RSU Awards Outstanding at 2024 FYE (#) | — | Not applicable (ineligible due to affiliation) | Not applicable | Not applicable |
Other Directorships & Interlocks
| Name | Affiliation | Board Role at Traeger | Potential Interlock/Alignment |
|---|---|---|---|
| James Ho | Partner at AEA Investors | Class III Director; Compensation Committee member | AEA-affiliated director alongside Eltrich |
| Harjit Shoan | Senior Managing Director at OTPP | Class II Director | OTPP-affiliated director with investor designation rights |
| James Manges | Senior Advisor at Trilantic North America | Class II Director | Trilantic/TCP-affiliated governance presence |
- Investor designation rights embed AEA/OTPP/TCP representation and consent rights for certain major actions, indicating structured influence by significant shareholders .
Expertise & Qualifications
- The Board’s skills matrix flags Eltrich’s experience in executive management, finance/accounting, strategic transactions, industry expertise, and risk management, among other areas, supporting oversight of finance and strategy .
- Traeger’s corporate governance section affirms the Board maintains independent compensation and nominating committees and codified governance documents and charters .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | Beneficial Ownership (%) | Notes |
|---|---|---|---|
| Martin Eltrich | — | — | No personal beneficial ownership listed |
| AEA TGP Holdco LP (AEA Fund) | 33,519,063 | Not specified here | Major beneficial owner with shared voting/dispositive power among AEA entities/persons listed |
- Hedging policy: Insider Trading Policy prohibits hedging and certain derivative transactions by directors and covered persons .
- RSU positions: Eltrich had no RSU awards outstanding as of 2024 year-end .
Governance Assessment
-
Positives:
- Board-determined independence; robust attendance; presence of Lead Independent Director and independent committees .
- Skills matrix indicates strong finance, strategic transactions, and industry expertise pertinent to Traeger’s consumer products context .
- Use of independent compensation consultant; committee assessed adviser independence and found no conflicts .
-
Potential conflicts / RED FLAGS:
- Controlled company status and investor designation/consent rights concentrate governance influence among AEA/OTPP/TCP; Eltrich’s AEA affiliation aligns with this structure .
- Related-party exposure: Traeger outsources customer service to a third party owned in part by OTPP and TCP; $5.3M expense in 2024; $5.8M in 2023; $0.8M payable at 2024 year-end .
- Alignment questions: Eltrich received no director compensation and holds no personal Traeger shares; while AEA’s fund has a large stake, there is limited disclosed personal “skin-in-the-game” for Eltrich specifically .
-
Implications for investor confidence:
- Investor-controlled governance and affiliated directors can be efficient but may create perceived conflicts; independent committee structures and attendance help mitigate but related-party transactions warrant ongoing monitoring .
- Eltrich’s capital markets and consumer expertise is additive for strategic oversight; lack of personal holdings and compensation under the program should be weighed against AEA’s significant ownership alignment at the fund level .