Tracy Britt Cool
About Tracy Britt Cool
Independent director since November 2021; age 40 as of the 2025 proxy. Co‑founder of Kanbrick (2020‑present), previously spent five years as Financial Assistant to the Chairman at Berkshire Hathaway and five years as CEO of Pampered Chef (Berkshire subsidiary). Education: A.B. in Economics from Harvard College; MBA from Harvard Business School. Core credentials: operating turnarounds, capital allocation, boardroom experience across consumer and industrial sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Berkshire Hathaway | Financial Assistant to the Chairman | 5 years (part of 2009‑2020) | Exposure to capital allocation and conglomerate governance |
| Pampered Chef (Berkshire subsidiary) | Chief Executive Officer | 5 years (part of 2009‑2020) | Led turnaround; returned revenue and earnings growth |
| Berkshire portfolio companies (incl. Kraft Heinz, Benjamin Moore, Oriental Trading, Larson Juhl, Johns Manville) | Director | Not disclosed | Governance oversight at large and mid‑cap businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kanbrick | Co‑Founder | 2020‑present | Long‑term investment partnership in consumer/industrial sectors |
| Smart Woman Securities | Co‑Founder | Not disclosed | Investor education for undergraduate women |
Board Governance
- Independence: Determined independent under NYSE and SEC rules; listed as independent in PRM’s director matrix .
- Committee assignments: Nominating and Corporate Governance Committee member (not Chair) .
- Attendance and engagement: Board met six times in 2024; each incumbent director attended at least 75% of aggregate Board and applicable committee meetings .
- Years of service: Director since November 2021 .
| Governance Item | Status/Detail |
|---|---|
| Independence | Independent director |
| Committees | Nominating & Corporate Governance (member) |
| Chair roles | None |
| Board meetings (2024) | 6; ≥75% attendance by all incumbents |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024) | $75,000 | Standard independent director retainer |
| Committee chair fees | $15,000 Audit; $5,000 Compensation; $5,000 Nominating per chair (not applicable to Cool) | |
| Meeting fees | None disclosed | |
| Reimbursements | Reasonable expenses reimbursed | |
| 2024 cash actually paid (Cool) | $75,000 | Fees earned in 2024 |
Performance Compensation
| Equity | Grant detail | Fair value | Vesting/Performance |
|---|---|---|---|
| Annual equity for directors | 35,000 stock options per director each year | $98,000 (Cool 2024) | Vests over five years, subject to performance conditions; same terms as employee options |
| Options outstanding (Cool) | 113,750 unexercised at 12/31/2024 | — | Company‑wide option program uses AOP performance metric (see below) |
Performance metrics (option program terms apply to director grants “on the same terms and conditions”):
- AOP CAGR thresholds: Minimum 10% CAGR → 25% of tranche vests; Maximum 20% CAGR → 100% of tranche vests .
- Cumulative vesting: Unvested portions carry forward; potential vesting over years 6–7 if cumulative targets met .
- Equity sweep: If stock price exceeds 2× exercise price (less dividends) on 60 trading days within any 12‑month window starting year 3, remaining unvested options convert to time‑based vesting over years 4–5 or all vest in year 5, subject to service .
| Metric | Threshold | Target/Max | Mechanics |
|---|---|---|---|
| AOP CAGR (per tranche) | 10% → 25% vesting | 20% → 100% vesting | Annual performance vs baseline AOP; cumulative vesting carry‑forward |
| Equity sweep price test | ≥2× exercise price (less dividends) for 60 days in any 12‑month period starting year 3 | Triggers conversion to time‑based vesting | 50% vest at end of year 4 and 50% at end of year 5 (or 100% at end of year 5 if triggered in year 5) |
Other Directorships & Interlocks
| Company | Type | Role | Potential PRM Interlock |
|---|---|---|---|
| Kraft Heinz | Public | Director (prior) | No PRM operating interlock disclosed |
| Benjamin Moore, Oriental Trading, Larson Juhl, Johns Manville | Private/portfolio | Director (prior) | No PRM interlock disclosed |
Compensation Committee interlocks: Company discloses none among Compensation Committee members; no interlocking relationships requiring SEC disclosure .
Expertise & Qualifications
- Strategic operator and investor: Turnaround leadership at Pampered Chef; capital allocation at Berkshire .
- Boardroom experience across multiple sectors and sizes (consumer, industrial) .
- Education: Harvard College (Economics) and Harvard Business School (MBA) .
- Governance remit at PRM: Member, Nominating & Corporate Governance overseeing board evaluations, succession, governance guidelines, and ESG oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 226,899 shares; less than 1% of outstanding |
| Shares outstanding reference | 148,775,583 as of 3/31/2025 |
| Direct/indirect breakdown | Includes 6,200 shares held by spouse; 47,250 options exercisable within 60 days |
| Unexercised options (12/31/2024) | 113,750 unexercised stock options |
| Hedging/pledging | Prohibited by Insider Trading Policy; directors in compliance |
Compensation Committee Analysis
| Item | Detail |
|---|---|
| Committee composition | Bernt Iversen II (Chair), Vivek Raj, Sean Hennessy, Robert S. Henderson |
| Consultant | FW Cook retained; independence affirmed; no conflicts of interest |
| Interlocks | None requiring SEC disclosure |
| Practices | Performance‑based option program; no re‑pricing/backdating; no tax gross‑ups; clawback adopted (2023) for incentive compensation including stock price/TSR/AOP |
Fixed Compensation (Director Mix – 2024)
| Component | Cool (2024) | Mix |
|---|---|---|
| Cash fees | $75,000 | ~43% of total |
| Equity options (fair value) | $98,000 | ~57% of total |
| Total | $173,000 | — |
Governance Assessment
-
Strengths
- Independence and ESG/governance oversight via Nominating & Corporate Governance Committee; annual board/committee performance reviews .
- Director pay emphasizes long‑dated, performance‑conditioned options aligned with company AOP and shareholder outcomes (no time‑vested equity) .
- Anti‑hedging and anti‑pledging policy; directors in compliance .
- Shareholder responsiveness: 2024 Say‑on‑Pay received ~91% support, indicating constructive pay governance sentiment .
-
Potential conflicts and red flags
- Related‑party arrangement: EverArc Founder Advisory Agreement—fixed annual advisory fee of 2,357,061 shares through 2027 (value ~$30.3m in 2024), variable fee potential; Cool holds a 2% interest in the founder entity alongside other directors/executives. While board deems her independent, the ongoing issuance of shares to the founder entity creates a structural conflict risk and dilution consideration that investors should monitor .
- Concentration of founders on the Board and Executive Committee may influence capital allocation and advisory oversight; transparency on termination payments and 15% annual increase escalators upon termination merits investor attention .
-
Controls and risk
- Prior material weaknesses remediated by 2023; Audit oversight strengthened with Audit Committee chaired by a financial expert; change in auditor to KPMG in 2024 .
Say‑on‑Pay & Shareholder Feedback
| Year | Outcome |
|---|---|
| 2024 | ~91% approval for executive compensation |
Notes on Related Party Exposure
| Agreement | Parties | Economics | Cool’s Interest |
|---|---|---|---|
| Founder Advisory Agreement (assumed from EverArc to PRM in 2021) | PRM and EverArc Founders, LLC | Fixed: 2,357,061 shares annually (through 2027); Variable: 18% of Payment Price increase × 157,137,410 shares when price thresholds met; termination pays fixed+variable with 15% annual escalators | 2% ownership in founder entity |
Insider Trades
- Not disclosed in the proxy; beneficial ownership and option status provided above. No additional Form 4 transaction details are included in the DEF 14A .
Summary Implications
- Alignment: Performance‑based, multi‑year option structure for directors and executives supports long‑term value creation; anti‑hedging/pledging policies reduce misalignment risk .
- Conflict monitoring: The founder advisory arrangement is the principal governance overhang; Cool’s 2% stake is small, but any variable fee activation, dilution, or termination payments should be tracked closely for impact on shareholders and perceived independence .
- Engagement: Strong say‑on‑pay support and clear committee charters/oversight (governance and ESG) are positives for board effectiveness .