Peter J. McDonough
About Peter J. McDonough
Independent director since 2016 (age 66); Chair of the Nominating & Corporate Governance Committee and member of the Audit and Compensation Committees. Previously President and Chief Marketing & Innovation Officer at Diageo; earlier senior marketing roles at Procter & Gamble, Gillette, and Black & Decker; former CEO of Trait Biosciences. Education: MBA, Wharton; BS, Cornell. The Board has affirmatively determined he is independent under NYSE standards, including for committee service .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Trait Biosciences | Chief Executive Officer | 2018–2022 | Biotechnology research focused on CBD formulations |
| Diageo | President; Chief Marketing & Innovation Officer | 2006–2015 | Senior global leadership |
| Procter & Gamble | VP, European Marketing (Duracell/Braun) | 2004–2006 | Oversaw EU brand marketing |
| University of Canterbury (Graduate School of Commerce) | Lecturer & Management Consultant | 2002–2004 | Academic/consulting role |
| Gillette | VP, North American Marketing | 1994–2002 | Launched Mach3 Turbo and Venus |
| Black & Decker | Director, North American Marketing | 1990–1994 | Launched DeWalt Power Tools |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Splash Beverage Group | Previous Public Company Director | Not disclosed | Prior public board experience |
Board Governance
- Committee assignments: Audit; Compensation; Nominating & Corporate Governance (Chair) .
- Board/committee independence: 86% independent Board; all three committees are 100% independent .
- Attendance: Board met 5 times in FY2024; each director attended at least 75% of Board and applicable committee meetings; Audit (5), Compensation (5), Nominating & Corporate Governance (4) meetings held .
- Independence: Affirmed independent under NYSE standards, including committee independence .
- Engagement: As Chair of Nominating & Corporate Governance, participated in investor outreach with largest institutional holders on performance, governance, and sustainability .
- Executive sessions: Independent director-only executive sessions at every regular Board meeting; Lead Independent Director (Elizabeth K. Tuppeny) oversees executive sessions .
- Risk oversight: As committee chair, he leads oversight of conflicts and related-party transactions; Audit Committee (of which he is a member) oversees financial reporting, internal controls, and cybersecurity risk .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Director Cash Retainer | $110,000 | Standard non-management director retainer |
| Committee Chair Fee | $20,000 | Chair of Nominating & Corporate Governance Committee |
| Committee Membership Fees | $10,000 per committee (non-chair) | Audit and Compensation memberships (2×$10k) |
| Total Cash (2024) | $150,000 | Paid in cash to McDonough in FY2024 |
Performance Compensation
| Equity Award | Grant Date | Grant Value | Pricing/Share Count | Vesting |
|---|---|---|---|---|
| Annual Restricted Stock | May 31, 2024 | $85,000 | Priced at $12.47 per share | Vests on earlier of 1-year anniversary or next annual meeting |
| Supplemental Restricted Stock (retainer increase) | Aug 7, 2024 | $25,000 | Priced at $12.34 per share | Same vesting terms |
| Unvested Shares Held (as of 12/31/2024) | — | — | 8,841 shares | From 2024 grants |
Notes:
- Director equity grants are time-based; no disclosed performance metrics tied to director equity awards .
Other Directorships & Interlocks
| Category | Company | Role | Notes |
|---|---|---|---|
| Prior Public Company Board | Splash Beverage Group | Director | Previously served; no current FBRT competitor interlock disclosed |
Expertise & Qualifications
- Strategic leadership and innovation from senior roles at Diageo, P&G, Gillette, and Black & Decker .
- Marketing/communications expertise; governance experience from prior board service .
- Education: MBA (Wharton), BS (Cornell) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (Common Stock) | 37,390 shares | Includes 8,841 unvested restricted shares scheduled to vest May 28, 2025 |
| Ownership as % of Class | <1% | Company disclosure indicates “*” less than 1% |
| Stock Ownership Guideline Compliance | In compliance or on track | Directors must hold ≥3× prior-year base cash retainer; all non-management directors compliant/on track as of 12/31/2024 |
| Hedging/Pledging Policy | Prohibited (hedging); pledging only with Audit Committee pre-approval | Applies to directors and officers |
Governance Assessment
- Board effectiveness: McDonough chairs a fully independent Nominating & Corporate Governance Committee that oversees director selection, evaluations, ESG, executive succession, and conflict resolution procedures—positive for governance quality and investor confidence .
- Conflicts oversight: The committee reviews, negotiates, and approves related-party transactions; quarterly reviews of Advisor services and fees; 2024 transactions with Advisor deemed fair and approved per policy—no McDonough-specific related-party exposure disclosed .
- Alignment: Director pay mix balances cash retainer and time-based equity ($150k cash; $110k equity in 2024); stock ownership guidelines and no hedging policy strengthen alignment; McDonough holds 37,390 shares, including 8,841 unvested restricted shares .
- Attendance/engagement: Meets minimum attendance threshold; active engagement with institutional investors as committee chair—supports board responsiveness .
- RED FLAGS: None disclosed specific to McDonough (no pledging, no related-party transactions, no legal/regulatory proceedings noted); company made no political contributions in 2024 and prohibits hedging by insiders .