David Hass
About David Hass
David Hass (age 46) is Chief Financial Officer of Primo Brands (PRMB) since November 2024; he was CFO of Primo Water (legacy issuer) from January 2023 to November 2024, after serving as Chief Strategy Officer (2020–2023) and in multiple strategy/FP&A and general manager roles at Legacy Primo from 2011–2020 . Company performance markers tied to 2024 pay include a 21.05% TSR from PRMB’s NYSE listing on Nov 11, 2024 through year-end (value of $100 → $121.05) and Combined Adjusted EBITDA of $1,352.5 million for 2024 . For the 2024 annual bonus program (legacy Primo Water framework), corporate results exceeded targets on EBITDA and operating FCF, yielding a 147.6% payout of target and $608,850 paid to Hass .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Primo Brands (PRMB) | Chief Financial Officer | Nov 2024–present | Company CFO post-merger (Primo Water + BlueTriton) |
| Primo Water | Chief Financial Officer | Jan 2023–Nov 2024 | Led finance through separation/combination leading into PRMB transaction |
| Primo Water | Chief Strategy Officer | 2020–2023 | Corporate strategy leadership |
| Legacy Primo (Primo Water predecessor) | Chief Strategy Officer; VP Strategy; VP FP&A; GM (Canada & Water Direct) | 2011–2020 | Strategy/FP&A leadership and P&L roles as GM Canada and Water Direct |
External Roles
No public company directorships or external board roles disclosed for Hass in the proxy .
Fixed Compensation
| Component | 2024 | 2025 (effective Jan 1) | Notes |
|---|---|---|---|
| Base salary | $550,000 | $625,000 | Offer letter approved Dec 2024 |
| Car allowance | $13,500 | Not separately stated | Part of “All Other Compensation” |
| Phone allowance | $2,025 | Not separately stated | Part of “All Other Compensation” |
| 401(k) match | $10,350 | N/A | Company match under plan |
| Wellness benefit | $500 | N/A | Included in “All Other Compensation” |
Performance Compensation
Annual Incentive (FY2024 – legacy Primo Water plan)
| Metric (weight) | Threshold | Target | Outperform | Actual | Payout per metric | Weighting applied |
|---|---|---|---|---|---|---|
| Bonus-Adjusted EBITDA (50%) | $375.0mm | $412.9mm | $474.8mm | $435.6mm | 136.7% | 68.4% |
| Bonus-Adjusted Operating FCF (25%) | $144.5mm | $170.0mm | $195.5mm | $201.6mm | 200.0% | 50.0% |
| Bonus-Adjusted Revenue (25%) | $1,779.0mm | $1,872.6mm | $2,003.7mm | $1,894.8mm | 116.9% | 29.2% |
| Aggregate payout | 147.6% |
- Hass target bonus: 75% of base salary for 2024; payout received: $608,850 (reflects 147.6% of target) .
- 2025 target bonus increased to 90% of base salary per offer letter .
Long-Term Incentives (structure and recent grants)
| Grant | Instrument | Quantity/Target | Metrics & vesting | Notes |
|---|---|---|---|---|
| 12/11/2024 (Annual 2025 cycle) | PSUs | 43,618 target | Relative TSR vs S&P 400 over 2025–2027; cliff vest at end of period | Aligns to market-relative performance |
| 12/11/2024 (Annual 2025 cycle) | RSUs | 22,470 | Time-vest 1/3 each year (3-year ratable) | Retention-oriented |
| Converted legacy PSUs (Transaction) | PSUs → RSUs | Various (e.g., 50,933; 48,224; 13,434) | Converted to time-based RSUs; vest at end of original performance windows (2025/2026) | Conversion based on estimated performance at Transaction |
Performance achievement used for conversion of Primo Water PSUs at Transaction:
| PSU grant (legacy Primo) | Performance period | Metric | Target | Estimated performance at Transaction | % component earned | Blended payout |
|---|---|---|---|---|---|---|
| 2022 grant | 2022–2024 | ROIC (75%) | 9.73% | 10.82% | 200.0% | 191.4% |
| 2022 grant | 2022–2024 | Revenue (25%) | $6,808mm | $7,120.8mm | 165.7% | 191.4% |
| 2023 grant | 2023–2025 | ROIC (75%) | 11.43% | 12.33% | 200.0% | 170.4% |
| 2023 grant | 2023–2025 | Revenue (25%) | $7,430mm | $7,292.7mm | 81.5% | 170.4% |
| 2024 grant | 2024–2026 | ROIC (50%) | 13.3% | 13.8% | 174.5% | 187.25% |
| 2024 grant | 2024–2026 | rTSR (50%) | 55th percentile | 55th percentile | 200.0% | 187.25% |
Other cash awards:
- One-time $300,000 discretionary cash bonus to Hass for Transaction efforts, paid Nov 22, 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 215,414 shares (<1%); includes 22,700 options exercisable within 60 days and other holdings as footnoted (trust, Roth IRA, spouse, UTMA) |
| Options outstanding | Fully vested options from 2020 grants (9.76 and 15.84 strike) and 22,700 exercisable within 60 days counted in beneficial ownership |
| Unvested time-based RSUs | 22,470 (granted 12/11/2024; vests 1/3 per year) |
| Unvested PSUs (target) | 17,447 (granted 12/11/2024; rTSR vs S&P 400; 2025–2027) |
| Converted PSUs now time-vested | 50,933 (orig. 12/8/2023 PSUs), 48,224 (orig. 1/23/2023 PSUs), 13,434 (orig. 12/7/2022 PSUs), each vesting at end of original 3-year periods (expected 2025/2026) |
| Stock ownership guidelines | CFO must hold 2x base salary in stock; until met, retain 75% of net shares received; counting excludes unexercised options and unearned performance-based awards |
| Hedging/pledging | Company policy prohibits hedging and pledging of company stock by officers and directors; pre-clearance required for trades; 10b5-1 permitted if approved |
Vesting cadence and potential selling pressure:
- 2022–2024 legacy PSUs converted to time-based RSUs (delivered end-2024 – completed) and 2023/2024 performance cycles converted with delivery at end-2025 and end-2026, respectively (subject to continued service) .
- New RSUs from Dec 2024 vest ratably in 2025, 2026, 2027; PSUs cliff vest after 2027 subject to rTSR .
Employment Terms
| Term | Hass (CFO) |
|---|---|
| Offer letter date | December 2024 |
| Base salary | $550,000 (2024); $625,000 effective Jan 1, 2025 |
| Target bonus | 75% of base (2024); 90% effective Jan 1, 2025 |
| 2025 LTI grant | 22,470 RSUs (time-vest 1/3 annually); 43,618 PSUs (rTSR vs S&P 400; 2025–2027) |
| Severance plan level | Level 2 (1.25x multiple of base + target bonus) |
| Non-compete / non-solicit | Non-compete and non-solicit extend for 15 months post-termination (equal to severance multiple for Level 2) |
| Double-trigger CIC equity | Equity accelerates on CIC if not assumed or upon qualifying termination within 2 years (double trigger) |
| Clawback | Board-adopted clawback covering incentive comp after restatements (Big R or little r) |
| COBRA/benefits & outplacement | Medical continuation (capped; included in severance tables) and up to $15,000 outplacement support |
Severance value illustration (as of Dec 31, 2024):
- Without CIC: Cash severance $1,203,125; pro-rated bonus $412,500; medical continuation $36,503; accelerated awards $7,615,205; total $9,267,333 .
- With CIC: Cash severance $1,203,125; pro-rated bonus $412,500; medical continuation $36,503; accelerated awards $8,510,000; total $10,162,128 .
Investment Implications
- Pay-for-performance alignment: 2024 corporate metrics exceeded plan on EBITDA and operating FCF, driving a 147.6% bonus outcome and $608,850 for Hass; this signals strong operational execution and alignment with value drivers investors track (profitability and cash conversion) .
- Retention risk vs supply: Hass’s equity mix includes multi-year PSUs (rTSR through 2027) and substantial converted legacy PSUs now time-vested through 2025–2026, plus new RSUs vesting annually; this creates staggered vesting through 2027 that supports retention but may add periodic supply near vest dates .
- Structural change in LTI rigor: Conversion of legacy PSUs to time-based RSUs post-Transaction reduces performance linkage on those tranches (albeit based on estimated performance at deal close and preserving original vest dates); investors may discount those awards’ incentive power versus PSUs until new PSU cycles dominate the mix .
- Governance and risk mitigants: Robust anti-hedging/pledging policy, double-trigger CIC equity, clawback, and stock ownership guidelines (2x salary for CFO with 75% net share retention until compliant) support alignment and mitigate risk of misaligned incentives .
- Transaction execution signal: A one-time $300,000 bonus recognizes Hass’s contribution to the complex PRMB combination, an indicator of centrality to integration and synergy capture efforts investors will monitor .
- Shareholder sentiment baseline: Prior say-on-pay at legacy Primo Water passed with ~95.2% support, offering a constructive starting point for PRMB’s go-forward compensation governance .
Additional context for benchmarking: Current compensation peer group includes branded beverage/food and route-based service companies (e.g., Keurig Dr Pepper, Hershey, Monster Beverage, Waste Connections), suggesting market-median orientation for target pay levels . Related-party transactions disclosed did not identify Hass-specific items .
Appendix: Key 2024 Pay Figures (Hass)
| Metric | 2024 value |
|---|---|
| Salary | $532,500 (paid) |
| Annual bonus (NEIP) | $608,850 |
| Stock awards (grant-date fair value; includes modification increments from Transaction) | $5,649,507 |
| One-time discretionary cash bonus | $300,000 |
| All other compensation | $26,375 (car/phone allowances, 401k match, wellness) |
| Total compensation | $7,117,232 |
Appendix: 2024 Company Performance Reference
- Pay vs Performance table indicates 2024 Combined Adjusted EBITDA $1,352.5mm; TSR $121.05 (base $100 starting Nov 11, 2024) .