Gordon von Bretten
Director at COTY
Board
About Gordon von Bretten
Independent director nominee (not independent) at Coty; age 52; joined the Board in April 2024 after serving as Coty’s Chief Transformation Officer from June 2020 to March 31, 2024. He is a Senior Partner at JAB, with prior operating and consulting leadership roles at KKR Capstone (2015–2020), Klöckner Pentaplast, AlixPartners, and A.T. Kearney; education includes a Bachelor in International Business (IBS, Lippstadt) and an MBA from Wilfrid Laurier University (Canada) . The Board determined he does not qualify as independent due to his former executive role at Coty .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coty Inc. | Chief Transformation Officer | Jun 2020 – Mar 31, 2024 | Led strategic initiatives, transformation agenda in beauty industry |
| KKR Capstone | Operating Partner | 2015 – 2020 | Focused on corporate carve-outs, procurement, supply chain value creation across KKR portfolio |
| Klöckner Pentaplast | Various leadership roles | N/D | Restructuring and performance improvement specialization |
| AlixPartners | Various leadership roles | N/D | Restructuring and performance improvement specialization |
| A.T. Kearney | Various leadership roles | N/D | Restructuring and performance improvement specialization |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JAB Holding Company S.à r.l. | Senior Partner | Current | Affiliation creates potential interlock with Coty’s controlling shareholder group |
| Krispy Kreme, Inc. | Director | Since Jun 2025 | Public company board exposure |
Board Governance
- Committee assignments: Not listed as member of standing committees; AFC members are Makanju, Parize, and Singer (Chair); RNC members are Ballini (Chair), Rochet, and Singer .
- Independence: Not independent due to former CTO role; Board applies NYSE independence standards .
- Attendance: In FY2025 the Board held 6 meetings; AFC 8; RNC 5; Special Committee 21; each director attended >75% of Board and applicable committee meetings .
- Executive sessions: Board meets regularly in executive session; independent directors meet annually in executive session .
- Board structure: JAB-affiliated directors (Creus, Engelen nominee, von Bretten) may be deemed to have indirect pecuniary interest in JAB Group’s Coty holdings and receive compensation from JAB; Chairman Harf retired from JAB in Apr 2025 .
Fixed Compensation (Director – FY2025)
| Component | Amount ($) | Description |
|---|---|---|
| Annual cash retainer | 120,000 | Standard non-employee director cash retainer; paid in November, prorated for service period |
| RSU grant – fair value | 180,000 | RSUs granted Nov 15, 2024 under Coty Inc. Stock Plan for Directors; valuation per FASB ASC 718 |
| RSU grant – shares | 25,000 | Non-employee directors receive 25,000 RSUs annually (Chairman: 45,000); 5-year vesting, with specified acceleration provisions |
| Meeting fees (Special Committee) | — | Not a member; Special Committee fees were $1,500 per meeting for members |
| Total FY2025 director comp | 300,000 | Sum of cash and stock award values |
RSU vesting terms: 5-year vesting; accelerated on death/disability/change-in-control; pro rata vesting if termination occurs ≥1 year after grant; RSUs settle in Class A Common Stock .
Performance Compensation
| Item | FY2025 Treatment | Notes |
|---|---|---|
| Performance-based equity (PRSUs) | None disclosed for directors | Non-employee director comp consists of cash retainer and time-vested RSUs; no performance metrics reported for directors |
| Stock options | $— (none) | No option awards to non-employee directors |
Other Directorships & Interlocks
| Company | Relationship to Coty | Governance Consideration |
|---|---|---|
| JAB Beauty B.V. / JAB Group | Coty’s controlling shareholder (51.7% of Class A); von Bretten is a JAB Senior Partner | Potential influence and information flow; footnotes note directors may be deemed to have indirect pecuniary interests; directors disclaim beneficial ownership except to pecuniary interest |
| Krispy Kreme, Inc. | External public board | Adds cross-industry perspective; no direct supplier/customer overlap disclosed |
Expertise & Qualifications
- Skill matrix flags expertise in management & leadership, beauty industry knowledge, international business, and investment banking/finance .
- 30+ years leading strategic initiatives, value creation, performance enhancement; deep familiarity with Coty’s transformation agenda .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class A | Notes |
|---|---|---|---|
| Gordon von Bretten | 903,620 | * | “*” denotes less than 1%; includes RSUs vesting within 60 days (ex-tax net settlement) |
| RSUs outstanding (non-employee director) | 31,164 | N/A | Aggregate RSUs underlying as of Jun 30, 2025 |
| Ownership guidelines (directors) | 3x annual cash retainer | N/A | Phase-in period is 5 years; majority of directors have achieved initial compliance as of FY2025 |
| Hedging policy | Hedging prohibited | N/A | Short sales, derivatives trading, hedging of Coty securities prohibited |
Governance Assessment
- Strengths: Deep transformation and operational expertise; high meeting attendance; clear RSU vesting structure; Board maintains regular executive sessions; robust related party transaction policy overseen by AFC; stock ownership guidelines for directors; hedging prohibited .
- Risks/Conflicts – RED FLAGS: Not independent due to recent executive role; Senior Partner at JAB with potential indirect pecuniary interest; JAB holds majority voting power (51.7% of Class A), raising alignment and control considerations; von Bretten disclaims beneficial ownership in JAB-held shares except to pecuniary interest .
- Committee Influence: Not on AFC or RNC; mitigates direct involvement in audit/compensation oversight but limits visibility into committee-level controls; RNC engages independent external experts annually for executive compensation, supporting governance quality .
- Attendance & Engagement: Board/committee cadence (6/8/5 meetings; Special Committee 21) and >75% attendance suggest solid engagement .
- Director Pay Structure: Balanced mix of cash ($120k) and long-dated RSUs (25k shares; $180k FV); absence of performance-linked director equity reduces pay-for-performance alignment but conforms to common practice for non-employee directors .
Related Party Transactions: AFC pre-approves defined categories; JAB affiliations are acknowledged; directors who are related persons do not participate in approvals except to provide material information .