Trisha Fox
About Trisha Fox
Trisha Fox, age 55, serves as Olaplex’s Chief People Officer, a role she has held since May 2023, with prior senior HR leadership roles across consumer and industrial companies; she holds a Bachelor’s in Human Resources from Indiana University of Pennsylvania and a Master’s in Industrial and Labor Relations from West Virginia University . Her compensation plan includes a $375,000 base salary and a target annual bonus equal to 50% of base, with bonus metrics tied to net sales, adjusted EBITDA, and other objectives . Company performance for FY2024 included net sales of $423 million and adjusted EBITDA of $130 million, with the Compensation Committee paying 60% of target bonuses to bonus-eligible employees (46% formulaic plus 14% discretionary top-up) . Pay-versus-performance disclosures show a challenging backdrop for equity holders in 2024 (company TSR value of an initial $100 investment = $7.06; net income $19.52 million; net sales $422.67 million) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Whole Earth Brands | Chief Human Resources Officer | Not disclosed | Led strategic and operational HR post-IPO |
| Viad Corp | Chief Human Resources Officer | Oct 2016–May 2020 | Global HR leadership focused on org design, leadership development, pay-for-performance |
| Fifth Third Bank | Senior Vice President, Human Resources | Jun 2011–Oct 2016 | Enterprise HR leadership at a major U.S. bank |
| PepsiCo; Dean Foods; Shell Oil Company | HR leadership roles | Not disclosed | Progressive HR leadership roles across Fortune/blue-chip companies |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Viad Corp Capital Accumulation Plan | Chair, Benefits Plans/Trusts Committee (Plan Administrator signatory) | 2017 | Oversight of qualified plan governance and fiduciary administration |
Fixed Compensation
| Component | FY | Amount / Terms | Notes |
|---|---|---|---|
| Base Salary | Ongoing | $375,000 | Per offer letter |
| Target Bonus % | Ongoing | 50% of base salary | Based on net sales, adjusted EBITDA, and other objectives |
| FY2023 Bonus Proration | 2023 | Not prorated for tenure | Explicitly stated in offer letter |
| Perquisites | 2024 | None disclosed for Fox | Company noted no significant executive perquisites; specific perqs listed for CEO/COO only |
Performance Compensation
| Metric | Weighting | Target | Actual (FY2024) | Payout | Vesting |
|---|---|---|---|---|---|
| Net Sales | Not disclosed | Not disclosed | $423 million | Company-wide formula resulted in 46% of target; Committee added 14% discretionary to reach 60% of target for bonus-eligible employees | N/A (cash bonus) |
| Adjusted EBITDA | Not disclosed | Not disclosed | $130 million | Included in the same programmatic and discretionary payout determination | N/A (cash bonus) |
| Individual Objectives | Not disclosed | Not disclosed | Not disclosed | Incorporated per plan design; specific weighting not disclosed for Fox | N/A |
Notes
- Fox’s annual bonus design references net sales and adjusted EBITDA among other objectives; individual metric weightings and Fox’s specific payout amounts are not disclosed .
Equity Ownership & Alignment
| Holding | Amount | Vested vs Unvested | Vesting Schedule | As-of Date |
|---|---|---|---|---|
| Common Shares | 38,542 | Vested | N/A | Feb 10, 2025 (Form 3) |
| RSUs (Grant A) | 165,441 | Unvested | Vest in three equal annual installments on May 22, 2025, 2026, 2027 (subject to continued employment) | Feb 10, 2025 (Form 3) |
| RSUs (Grant B) | 284,091 | Unvested | Vest in four equal annual installments on Mar 6, 2025, 2026, 2027, 2028 (subject to continued employment) | Feb 10, 2025 (Form 3) |
| Alignment Policy | Requirement / Status | Detail |
|---|---|---|
| Stock Ownership Guidelines | 3× total target annual cash compensation in vested equity (for executive officers) | Covered employees must retain 67% of net shares until compliant; compliance expected within 5 years of designation; once compliant, no forced buying on price declines but sale restrictions apply until compliance regained |
| Anti-Hedging/Pledging | Prohibited | Policy against hedging and pledging; clawback applies to cash and equity |
| Ownership as % of Shares Outstanding | ~0.0058% (direct common shares only) | 38,542 ÷ 665,757,390 shares outstanding as of Apr 9, 2025; derived from cited figures |
Upcoming vest dates that may create sell-to-cover pressure (tax withholdings):
- Mar 6, 2025/2026/2027/2028; May 22, 2025/2026/2027 (subject to continued employment and standard tax withholding mechanics on RSU settlement) .
Employment Terms
| Provision | Terms | Trigger(s) | Source |
|---|---|---|---|
| Employment Start | May 22, 2023 | N/A | Offer letter |
| Severance | 12 months base salary continuation | Termination without Cause or resignation for Good Reason (subject to release and covenants) | Offer letter |
| COBRA Subsidy | Company-paid subsidy (duration aligned with severance period) | Same as severance triggers | Offer letter |
| Equity | Initial RSU grant approx $750,000 (time-based vesting: 25% annually over 4 years) | Standard service-based vesting; no CoC cash severance policy at company level | Offer letter; company practices |
| Restrictive Covenants | Confidentiality and restrictive covenants (non-disclosure; other covenants referenced) | Condition to severance and equity arrangements | Offer letter |
| Ownership Guideline Compliance | 5-year window from executive designation (or from Feb 28, 2022 if later) | Retain 67% of net shares until compliant; no forced buying on price declines | Corporate policy |
Compensation Structure Analysis
- Mix of pay emphasizes at-risk components: 50% bonus target on a $375k base with equity RSUs vesting over time; no change-in-control cash severance or tax gross-ups per company practices, reducing shareholder-unfriendly optics .
- 2024 discretionary bonus top-up to 60% of target for bonus-eligible employees reflects retention emphasis amid challenging fundamentals (net sales $423m; adjusted EBITDA $130m), but introduces modest discretion over formulaic outcomes .
- Equity awards are time-based RSUs (not PSUs), shifting risk profile toward retention and share price recovery rather than explicit multi-year performance hurdles .
Risk Indicators & Red Flags
- Anti-hedging/pledging policy and clawback coverage for cash and equity lower governance risk; no golden parachute tax gross-ups; no change-in-control cash severance agreements .
- Company TSR pressure in 2024 (value of $100 investment = $7.06), which may challenge long-term retention value of time-based RSUs absent performance share structures .
- RSU settlement cadence (Mar 6 and May 22 annually) can create periodic insider selling pressure via sell-to-cover transactions; Fox was not cited in 2024 delinquent Section 16 reports, which referenced other officers .
Investment Implications
- Alignment: Fox is subject to rigorous stock ownership guidelines (3× total target cash comp; 67% net share retention until compliance) and anti-hedging/pledging, supporting long-term alignment with shareholders .
- Selling pressure timing: Two distinct RSU schedules vest annually (Mar 6; May 22) through 2028/2027, creating predictable settlement dates with potential sell-to-cover activity—useful for short-term flow monitoring .
- Pay-for-performance: Bonuses reference net sales and adjusted EBITDA; 2024’s 60% of target payout to bonus-eligible employees indicates some discretionary retention tilt during weaker TSR and reduced net sales, modestly diluting strict pay-for-performance but preserving talent stability .
- Retention risk: Time-based RSUs and severance (12 months base plus COBRA subsidy) provide retention scaffolding; absence of performance-vesting equity may reduce direct linkage to value creation but improves retention amid turnaround execution .