JP Bilbrey
About JP Bilbrey
John P. (JP) Bilbrey, age 68, has served on Olaplex’s Board since July 2023 and is the Executive Chair. He was interim Chief Executive Officer from October–December 2023. Bilbrey is the former President/CEO and Chairman of The Hershey Company and spent 22 years at Procter & Gamble. He holds a B.S. in Psychology from Kansas State University and currently serves on the boards of Colgate-Palmolive Company, Elanco Animal Health Incorporated, and Tapestry, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hershey Company | President & CEO; Chairman; Non-Executive Chairman | CEO 2011–Mar 2017; Chair 2015–Mar 2017; Non-Exec Chair Mar 2017–May 2018 | Led global consumer brand; operational/financial leadership |
| The Hershey Company | SVP President Hershey International; SVP President Hershey North America; EVP & COO | 2003–2011 | Global expansion; U.S. operations oversight |
| Procter & Gamble | Various roles | 22 years | Consumer products operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Colgate-Palmolive Company | Director | Current | Public company directorship |
| Elanco Animal Health Incorporated | Director | Current | Public company directorship |
| Tapestry, Inc. | Director | Current | Public company directorship |
| Campbell Soup Company | Director | 2019–2023 | Prior public board |
| Kansas State University Foundation | Board of Directors | Current | Non-profit board |
Board Governance
- Role: Executive Chair; Board separated Chair and CEO roles; Lead Director is Tricia Glynn .
- Committee assignments (FY 2024): Compensation Committee member (Chair: Tricia Glynn; members: Glynn, Bilbrey, Mussafer) .
- Board/committee meetings (FY 2024): Board 4; Audit 5; Compensation 4; Nominating & Corporate Governance 4 .
- Attendance: No director attended fewer than 75% of Board and applicable committee meetings in FY 2024; 82% of directors attended the 2024 annual meeting .
- Independence framework: Olaplex is a “controlled company” under Nasdaq rules (Advent affiliates >50% voting power) and relies on exemptions so majority Board independence and fully independent Compensation/Nominating committees are not required; Audit Committee meets SEC/Nasdaq independence requirements .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash fee | $400,000 | Paid quarterly in arrears; per letter agreement (Executive Chair fee in lieu of regular director policy) |
| RSUs (FY 2024 grant) | $400,000 | Granted Aug 8, 2024; eligible to vest in full on Jul 16, 2025 (service-based) |
| FY 2024 total reported director comp | $800,000 | Fees $400,000; Stock awards $400,000 |
Performance Compensation
- No performance-based director compensation (no PSUs/TSR-linked awards disclosed). RSUs are time-based; options discussed for certain other directors include change-of-control vesting but JP Bilbrey’s RSUs are service-based with vest date July 16, 2025 .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Advent affiliation | Bilbrey serves as an advisor to Advent International, L.P. (manager of entities that control 75.0% of OLPX shares as of Apr 9, 2025) . |
| Controlled company | Olaplex relies on Nasdaq controlled company exemptions; Compensation and Nominating committees are not required to be fully independent . |
| Committee composition | Compensation Committee comprises Bilbrey (Executive Chair), Advent Managing Partner David Mussafer, and Lead Director Tricia Glynn—heightened interlock and potential influence by controlling shareholder representatives . |
| Related party | E-commerce agreement with Pacvue (Advent-affiliated funds >10% interest); $0.3 million payments in FY 2024; reviewed under related party policy . |
| Registration rights & TRA | Registration Rights Agreement for pre-IPO holders (including Advent funds); Tax Receivable Agreement (TRA) expected aggregate payments $189.3 million with $12.8 million paid in FY 2024 . |
Expertise & Qualifications
- Skills matrix indicates Bilbrey brings Retail Industry, service on other public company boards, international markets, strategy, marketing/brand development, senior leadership, and finance/accounting capabilities .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 461,275 | 142,857 directly; 318,418 via the Amended and Restated John P. Bilbrey Revocable Declaration of Trust |
| Ownership % of outstanding | <1% | Company table indicates “*” less than 1% (665,757,390 shares outstanding as of Apr 9, 2025) |
| RSUs held (as of Dec 31, 2024) | 203,046 | Eligible to vest Jul 16, 2025 |
| Options | Not disclosed | No options shown for Bilbrey in director options table |
| Hedging/pledging | Prohibited by Insider Trading Policy | |
| Ownership guidelines | Outside Directors required to hold vested equity equal to 5× annual cash retainer; for Bilbrey, retainer deemed to be the Outside Director annual retainer (policy baseline) | |
| Compliance status | Company states all Covered Employees and incumbent Outside Directors have achieved or are expected to achieve required levels within timeframe |
Governance Assessment
-
Strengths:
- Separation of Chair and CEO roles; Lead Director in place; regular executive sessions; Audit Committee is fully independent with an “audit committee financial expert” designated .
- Robust governance policies: clawbacks (SEC 10D-compliant and discretionary), anti-hedging/pledging, stock ownership guidelines .
- Director engagement: adequate attendance; defined committee charters and meeting cadence .
-
Risks/RED FLAGS:
- Controlled company governance exemptions reduce independence requirements; Compensation and Nominating committees not required to be entirely independent .
- Executive Chair serving on Compensation Committee alongside Advent principals (Mussafer, Glynn) raises potential for perceived influence by controlling shareholder on compensation oversight and board nominations .
- Advent-related agreements (Registration Rights; TRA with substantial expected payments; related-party e-commerce engagement) present ongoing conflicts-to-monitor, even if handled via Audit Committee and policies .
-
Investor confidence signals:
- Say-on-pay support: 91% approval for FY 2023 executive pay (first disclosed); annual say-on-pay continued into 2025 .
- Ownership alignment: time-based RSUs and stock ownership guidelines apply to Outside Directors; Bilbrey holds common shares and RSUs, subject to retention/anti-hedging rules .
Notes on Director Compensation Structure
- Standard policy: non-employee directors receive $100,000 annual cash retainer; committee and chair retainers; annual RSUs ≈$150,000 (Chair $250,000). Bilbrey’s compensation is governed by a distinct letter agreement: $400,000 cash and RSUs valued at $400,000 (service-based vesting) in lieu of standard policy .
- His engagement terms (July 10, 2023 letter agreement) contemplate up to three days per week on Company matters and specify independent contractor status and confidentiality/IP obligations .
Appendix: Key Disclosures Referenced
- Executive Chair and biography; current external boards .
- Director compensation (FY 2024 table); RSU holdings and vest date .
- Committee composition and meetings; independence framework .
- Beneficial ownership counts and outstanding shares .
- Governance policies (anti-hedging, ownership guidelines, clawbacks) .
- Related party transactions (Pacvue); Registration Rights; TRA amounts .
- Say-on-pay history .