C. Dean Metropoulos
About C. Dean Metropoulos
Age 78; Non-Executive Chairman of PRMB’s Board since November 2024. Former Chairman of BlueTriton’s board (March 2021–November 2024); previously chaired two SPACs (Gores Metropoulos, Inc. through its Luminar merger and Gores Metropoulos II, Inc.), served as Executive Chairman at Hostess (2016–2020), and earlier as a director at Pabst Brewing Company. Designated to PRMB’s Board by Sponsor Stockholders under the Stockholders Agreement and appointed as Non-Executive Chair for a two-year period post-closing, unless unable/unwell to serve .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlueTriton (predecessor to PRMB subsidiary) | Chairman of the Board | Mar 2021–Nov 2024 | Led board through transition toward PRMB combination . |
| Gores Metropoulos, Inc. (SPAC) | Chairman | Aug 2018–Dec 2020 | Completed acquisition of Luminar . |
| Gores Metropoulos II, Inc. (SPAC) | Chairman | Jul 2020–Jan 2022 | SPAC leadership role . |
| Hostess Brands | Executive Chairman; director since 2013 | 2013–Dec 2020 | Oversaw turnaround and governance through public life . |
| Pabst Brewing Company | Director | Until 2014 | Beverage industry governance experience . |
External Roles
- No current public-company directorships beyond PRMB disclosed in the proxy. Prior public roles include Hostess and SPACs noted above .
Board Governance
- Role: Non-Executive Chairman; not listed as a member of the Audit, Compensation, Nominating & Governance, Sustainability, or Integration Committees per the committee matrix .
- Independence: Not identified as an “independent” director under NYSE rules; Board lists independent directors (Bomhard, Cates, Cramer, Foss, Fowden, Prim, Stanbrook), which does not include Metropoulos .
- Lead Independent Director: Jerry Fowden (for 24 months post-closing) .
- Attendance: One Board meeting held in 2024 post-closing; each incumbent director attended ≥75% of Board and applicable committee meetings .
- Executive Sessions: Independent directors meet in executive session; Non-Executive Chair presides over non-management director sessions, Lead Independent Director presides over independent director sessions .
- Sponsor Control/Consent Rights (Governance Context): One Rock (through ORCP) controlled 57.5% post–Class B conversion; later sold down to 44.4%. Stockholders Agreement provides director designation rights and significant consent/approval rights on equity issuance, M&A over $200M, leverage >3.5x, dividends >$175M/year, and CEO removal in first year (66 2/3% board approval), among others .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $10,503,112 | Includes amounts paid by Primo Water/BlueTriton pre-Transaction and PRMB post-Transaction; figure includes compensation to his affiliate for non-director services (see related-party section) . |
| Stock awards | $83,425 | Non-employee director equity awards . |
| Total | $10,586,537 | Sum of cash and stock awards . |
Note: One Rock employees do not receive compensation for PRMB board service; this does not apply to Mr. Metropoulos (not disclosed as a One Rock employee) .
Performance Compensation (Director)
- No performance-conditioned director compensation disclosed; director equity presented as stock awards (time-based), not tied to specific performance metrics .
Other Directorships & Interlocks
| Company | Role | Timing | Potential Interlock/Notes |
|---|---|---|---|
| Hostess Brands | Executive Chairman/Director | 2013–2020 | Prior executive chair role in consumer staples . |
| Gores Metropoulos (SPAC) | Chairman | 2018–2020 | SPAC sponsor leadership; transaction with Luminar . |
| Gores Metropoulos II (SPAC) | Chairman | 2020–2022 | SPAC leadership . |
| Pabst Brewing Company | Director | Until 2014 | Beverage governance background . |
- Compensation Committee interlocks: None disclosed for PRMB’s Compensation Committee; no interlocking relationships noted .
Expertise & Qualifications
- Consumer and beverage leadership (Hostess, Pabst; BlueTriton chair) and public-company governance (SPACs, Hostess). Brings operational, M&A/strategy and board leadership experience aligned with PRMB’s portfolio .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership – PRMB Class A shares | 3,445 | <1% of outstanding; as of March 7, 2025 . |
| Derivative/other interests | 90,000 Class B units (TWP Holdings) | Held indirectly; 83 1/3% time-vesting, 16 2/3% performance-vesting; linked to BlueTriton parent economics, not PRMB equity . |
| Shares pledged | Not disclosed for Mr. Metropoulos | Sponsor affiliates pledged 58,000,000 PRMB shares for a margin loan; Company waived transfer restrictions for pledged shares under Stockholders Agreement . |
| Insider trading/hedging | Company policy prohibits directors from hedging/pledging PRMB securities (e.g., collars, margin accounts) . |
Related-Party Exposure and Potential Conflicts
- Fairmont Holdings, LLC (affiliate of C. Dean Metropoulos) received ~$2.32 million cash on Nov 5, 2024 for advisory/strategic planning related to the Transaction (non-director services) .
- 2024 expenses paid to One Rock, Fairmont, and certain senior operating executives totaled $53.6 million (management and transaction fees) recorded in SG&A; $0.2 million accrued year-end .
- Purchases from Alltrista Plastics LLC (One Rock portfolio company) totaled ~$30.9 million in 2024; $0.2 million payable at year-end .
- Sponsor Margin Loan: 58,000,000 PRMB shares pledged by ORCP affiliates; Company granted limited waiver of transfer restrictions to enable the loan .
- Board designation rights and consent controls under Stockholders Agreement (see Governance above) are ongoing and shape board composition and certain strategic decisions .
Governance Assessment
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Strengths:
- Seasoned Non-Executive Chair with deep consumer/beverage turnaround and public-board experience; clear separation of Chair/CEO roles .
- Independent-led key committees (Audit Chair; Nominating Chair), executive sessions, and disclosed risk oversight framework through Audit Committee .
- Full attendance compliance in 2024 post-closing .
-
Concerns/RED FLAGS:
- Not independent and Sponsor-designee; significant Sponsor rights (board designation, consent over major capital actions) could constrain board autonomy during transition periods .
- Material related-party transactions in 2024 including payments to his affiliate (Fairmont) and One Rock ecosystem, plus large supplier purchases from a One Rock portfolio company .
- Sponsor share pledge via margin loan introduces overhang/transfer risk at the controlling holder level; while transfer restrictions were waived for pledged shares, company insider policy prohibits pledging by directors/employees—needs ongoing monitoring for alignment and exceptions .
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Outlook:
- His prior BlueTriton leadership provides continuity through integration, but board should continue to strengthen independence and limit related-party transactions as the controlled-company transition phases out (independence phase-in until March 12, 2026) .