Billy D. Prim
About Billy D. Prim
Independent director (age 69) serving on PRMB’s board since November 2024. Founder of Legacy Primo (2004) and previously Executive Chairman (2017–2020); founded Blue Rhino Corporation and led its IPO in 1998. Prior PRMB/Primo Water board service from 2020 to November 2024. Recognized for substantial operating, governance, and route-based beverage industry expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Primo Brands (PRMB) | Independent Director | Nov 2024–present | Member, Nominating & Governance Committee |
| Primo Water Corporation | Director | 2020–Nov 2024 | Board service pre-Transaction |
| Legacy Primo (Primo Water predecessor) | Founder; Executive Chairman | Founder 2004; Exec Chair 2017–2020 | Founder/operator pedigree |
| Blue Rhino Corporation | Founder; CEO | IPO in 1998 | Built and took company public |
External Roles
| Organization | Role | Status |
|---|---|---|
| Ferrellgas Partners, L.P. | Director | Prior service (dates not disclosed) |
| Southern Community Bank and Trust | Director | Prior service (dates not disclosed) |
| Southern Community Financial Corporation | Director | Prior service (dates not disclosed) |
| Towne Park Ltd. | Director | Prior service (dates not disclosed) |
| Blue Rhino Corporation | Director | Prior service (dates not disclosed) |
Board Governance
- Independence: Board has determined Mr. Prim is independent under NYSE rules .
- Committees: Nominating & Governance Committee (member). He does not chair any PRMB committee .
- Attendance: In FY2024, each incumbent director attended at least 75% of Board and applicable committee meetings; the Board met once post‑Closing in 2024 .
- Board leadership and independence context: Jerry Fowden serves as Lead Independent Director during the 24 months post‑Closing; responsibilities include presiding over independent sessions and agenda setting with the Non‑Executive Chair .
- Controlled company transition: PRMB ceased to be a “controlled company” on March 12, 2025, but may rely on transition exemptions until March 12, 2026 as it phases to majority‑independent committees/board .
Fixed Compensation (Director)
| Year | Fees Earned (Cash) | Stock Awards (Fair Value) | Total |
|---|---|---|---|
| 2024 | $132,201 | $154,068 | $286,269 |
- Policy notes: One Rock employees receive no director pay; non‑employee directors may elect to receive Class A shares in lieu of cash retainers .
Performance Compensation (Director equity)
| Award Type | 2024 Grant Value | Performance Metrics Tied? | Vesting Terms Disclosed? |
|---|---|---|---|
| Director Stock Award | $154,068 | Not disclosed for directors (standard director equity; no performance metrics disclosed) | Not specified in proxy for director grants |
No performance-conditioned director equity metrics are discussed in the proxy; director equity is positioned primarily to align interests, and directors can take equity in lieu of cash retainers .
Other Directorships & Interlocks
- No interlocking relationships disclosed involving Mr. Prim on PRMB’s Compensation Committee; the proxy reports no compensation committee interlocks for PRMB in 2024 .
- Related-party transactions disclosed involve One Rock affiliates and Fairmont (Metropoulos), not Mr. Prim .
Expertise & Qualifications
- Board skills matrix identifies Mr. Prim with strengths in: public company experience, corporate governance, operations, finance/accounting, sales/marketing, risk management, M&A/strategy, human capital, executive leadership, and industry experience; cybersecurity/data privacy not flagged .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Billy D. Prim | 1,079,056 | <1% | Includes 3,177 shares in each of two 2010 irrevocable trusts over which he shares voting/investment power; unvested RSUs not counted in 60‑day window . |
Alignment and safeguards:
- Insider trading policy prohibits directors from hedging/monetization transactions and from holding/pledging PRMB securities in margin accounts, enhancing alignment with shareholders .
- Company states it maintains stock ownership guidelines for directors and senior leadership (holdings and retention of net shares), reinforcing long‑term alignment; specific director multiples are not detailed in the proxy .
Governance Assessment
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Strengths
- Independent, non‑sponsor director with deep founder/operator experience in the company’s heritage businesses; sits on Nominating & Governance, directly influencing board composition and governance standards .
- Solid alignment signals: meaningful personal share ownership; prohibition on hedging/pledging; director equity grants; ability to elect equity in lieu of cash .
- Attendance threshold met in FY2024; board maintains executive sessions of independent directors led by a designated lead independent director .
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Watch items / potential risk context
- Sponsor governance rights and consent thresholds under the Stockholders Agreement (e.g., equity issuance, large M&A/JVs, leverage caps) can constrain unaffiliated director influence; these persist while ownership thresholds are met .
- One Rock’s ownership fell to 44.4% after the March 2025 secondary, but the company may rely on NYSE transition exemptions to fully meet independence composition through March 12, 2026 .
- A sponsor margin loan is secured by 58,000,000 PRMB shares (sponsor pledged collateral); this is not tied to Mr. Prim but is a governance environment consideration for board oversight .
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No red flags specifically tied to Mr. Prim were disclosed in 2024/2025 filings:
- No related‑party transactions involving him .
- No Section 16(a) filing delinquencies reported for directors/officers in 2024 .
If you’d like, I can retrieve Mr. Prim’s recent Form 4 insider trading history and build a transaction table; the proxy does not include Form 4 details.