Britta Bomhard
About Britta Bomhard
Independent director (since November 2024) with 25+ years of consumer/CPG leadership across Europe and North America; age 56 . Former EVP & Chief Marketing Officer and President, Europe at Church & Dwight (2013–2021), co‑founder of Encourage‑Ventures (2021–present), and 2022–2023 Fellow at Stanford’s Distinguished Careers Institute focused on new technologies and climate change . Previously served as Lead Independent Director of Primo Water (May 2023–Nov 2024), bringing deep credentials in strategic planning, sales, e‑commerce, digital marketing, operational improvement, and acquisition integration .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Primo Water (pre-merger) | Director; Lead Independent Director | Director 2018–Nov 2024; Lead ID May 2023–Nov 2024 | Board leadership and oversight during transformational combination with BlueTriton |
| Church & Dwight Co., Inc. | EVP & Chief Marketing Officer | 2016–2021 | Growth, brand and digital/e‑commerce leadership |
| Church & Dwight Co., Inc. | President, Europe | 2013–2016 | Regional leadership and operations |
| Stanford Distinguished Careers Institute | Fellow (new tech and climate) | 2022–2023 | Emerging tech and climate focus |
| Encourage‑Ventures | Co‑founder | 2021–present | Start-up investment network |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Agrolimen SA | Director | Private | Since 2024 | International human/pet food maker |
| Village Capital | Advisor | Non‑profit/VC | N/A | Impact start‑up accelerator advisor |
Board Governance
- Committee assignments: Sustainability Committee member (Chair: Allison Spector). Not on Audit, Compensation, Nominating & Governance, or Integration Committees .
- Independence: Board determined Ms. Bomhard is independent under NYSE rules .
- Attendance: In 2024 (post‑closing period), the Board held one meeting; each incumbent director attended at least 75% of Board and applicable committee meetings during their service period .
- Tenure on PRMB board: Since November 2024 .
- Lead Independent Director: Jerry Fowden serves as lead independent director for the 24 months post‑Closing .
Fixed Compensation (Non‑Employee Director; FY2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Cash fees/retainer | $136,331 | Aggregated cash compensation for 2024 |
| Director compensation policy | — | Non‑employee directors may receive cash retainers/fees and equity; can elect to receive stock in lieu of cash |
| One Rock employees | — | Do not receive board compensation (not applicable to Bomhard) |
Performance Compensation (Equity; FY2024)
| Grant Type | Grant-Date Fair Value (USD) | Performance Metrics | Vesting |
|---|---|---|---|
| Stock awards (RSUs) | $154,068 | None disclosed for directors (director equity is not performance‑conditioned) | Not specified for director awards in proxy |
| Election of equity in lieu of cash | — | N/A | As elected under policy |
Note: The proxy discloses individual director stock award grant‑date fair values but does not provide the number of units or vesting schedule for non‑employee director grants; these grants are not tied to financial/operational performance metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current U.S. public boards | None disclosed for Ms. Bomhard beyond PRMB . |
| Committee interlocks (Comp Committee) | Company reports no compensation committee interlocks; disclosure is company‑level and not specific to Ms. Bomhard . |
| Potential interlocks with customers/suppliers | None disclosed for Ms. Bomhard; related‑party purchases disclosed with One Rock portfolio company Alltrista (board‑level exposure) . |
Expertise & Qualifications
- Skills matrix indicates strengths in public company governance, operational leadership, finance/accounting, sales & marketing, risk management, M&A & corporate strategy, human capital, executive leadership, cybersecurity/data privacy, and industry experience .
- Biography highlights strategic planning, sales, e‑commerce/digital, operational improvement, and acquisition integration .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Britta Bomhard | 57,302 | ≈0.02% | 57,302 shares; 380,155,260 shares outstanding as of record date (calc: 57,302 / 380,155,260) . No pledge disclosed for Ms. Bomhard; company policy prohibits hedging and pledging by directors . |
Related-Party Exposure and Conflicts
- No related‑party transactions disclosed involving Ms. Bomhard personally .
- Board‑level exposures: (i) Payments and management fees to One Rock affiliates and Fairmont (C. Dean Metropoulos affiliate) totaling $53.6m in 2024; (ii) $30.9m of purchases from Alltrista (One Rock portfolio company) .
- Sponsor governance rights: Significant consent rights for ORCP/One Rock while ownership ≥30% (e.g., equity issuances >3% outside plans, M&A >$200m, leverage limits, large dividends, etc.) .
- Margin loan/pledge: 58,000,000 sponsor‑held shares pledged under a margin loan with board‑approved waiver; does not apply to Ms. Bomhard’s holdings .
- Independence safeguards: Related‑party transaction policy with independent oversight required; committee independence is in a phase‑in period post‑“controlled company” status (through March 12, 2026) .
Insider Trades and Section 16
| Item | Detail |
|---|---|
| Section 16 compliance | Company states compliance with Section 16(a) filing requirements for 2024; no delinquencies reported . |
| Hedging/pledging policy | Prohibits directors/employees from hedging or pledging company stock; also bars margin accounts . |
Governance Assessment
- Strengths: Independent director with prior lead independent experience at Primo Water, strong CPG and digital/e‑commerce operating background, and Sustainability Committee service aligned with PRMB’s water stewardship and packaging agenda . Attendance thresholds met in 2024, and directors operate under strict anti‑hedging/pledging policy—enhancing alignment .
- Alignment signals: Holds 57,302 shares and received equity ($154k grant‑date fair value) alongside cash fees ($136k) in 2024, providing a balanced cash/equity mix; directors can also elect stock in lieu of cash .
- Watch items (board‑level): Ongoing phase‑in of full committee independence until March 12, 2026; substantial sponsor consent rights; and sponsor share pledge under a margin loan—none of which are specific to Ms. Bomhard but are relevant to overall governance risk and investor confidence .
Director Compensation (Detail for FY2024)
| Component | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Britta Bomhard | 136,331 | 154,068 | 290,399 |
Committee Assignments (Current)
| Committee | Role | Chair? |
|---|---|---|
| Sustainability | Member | No (Chair: Allison Spector) |
| Audit | Not a member | — |
| Compensation | Not a member | — |
| Nominating & Governance | Not a member | — |
| Integration (ad hoc) | Not a member | — |
Attendance and Independence
| Item | Status |
|---|---|
| Independence (NYSE) | Independent |
| 2024 attendance threshold | ≥75% of Board/committee meetings during service period |
Notes on Board Environment (Investor Context)
- Lead Independent Director is Jerry Fowden for 24 months post‑Closing, with regular executive sessions of independent directors—a positive governance practice .
- PRMB ceased to be a “controlled company” on March 12, 2025, but may rely on transition exemptions for majority independence and fully independent committees until March 12, 2026—important for investors monitoring committee independence milestones .
- Significant sponsor rights and prior related‑party transactions require continued independent oversight to mitigate perceived conflicts; no such transactions are attributed to Ms. Bomhard personally .
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