Eric J. Foss
About Eric J. Foss
Eric J. Foss (age 66) is an independent director of Primo Brands (PRMB) since November 2024; he previously served on Primo Water’s board in 2023–Nov 2024 and is currently Chairman of Cineworld Group PLC. He is the former Chairman (2015–2019), President and CEO (2012–2019) of Aramark, and former CEO of Pepsi Beverages Company (2010–2011) . Early performance context during his tenure: from PRMB’s NYSE debut (Nov 11, 2024) through year-end 2024, TSR equated to $121.05 on a $100 initial investment; 2024 Combined Adjusted EBITDA was $1,352.5M and GAAP net loss was $12.6M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aramark Corporation | Chairman; President & CEO | Chairman 2015–2019; CEO 2012–2019 | Led a large route-based services enterprise; public company leadership and governance |
| Pepsi Beverages Company | Chief Executive Officer | 2010–2011 | Beverage operating leadership in North America |
| Primo Water (pre-transaction) | Director | 2023–Nov 2024 | Continuity into PRMB board; beverage and route-based expertise |
| Primo Brands (PRMB) | Director | Nov 2024–Present | Independent director; Audit, Compensation, and Integration Committees |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cineworld Group PLC | Chairman | 2023–Present | Chair of a leading cinema company |
| The Cigna Group | Director | Current | Public company board member |
| O-I Glass, Inc. | Director | Current | Public company board member |
| Selina Hospitality plc; Diversey Holdings, Ltd.; Pepsi Bottling Group, Inc.; UDR, Inc. | Director (prior) | Prior | Prior public-company directorships |
Board Governance and Committee Roles
- Independence: The Board determined Foss is independent under NYSE rules .
- Committees: Audit Committee member and signatory to the Audit Committee Report (Chair: Susan E. Cates); Compensation Committee member; Integration Committee member .
- Leadership structure: PRMB separates Chair (Non-Executive Chair: C. Dean Metropoulos) and CEO roles; lead independent director is Jerry Fowden; Board held one meeting in FY24 and all incumbents met ≥75% attendance .
- Sponsor influence/phase-in: PRMB may rely on transition exemptions until Mar 12, 2026; Compensation Committee currently includes one non‑independent member (Tony W. Lee) under phase-in; independence will transition per NYSE rules .
Fixed Compensation (Director)
| Component | 2024 Amount |
|---|---|
| Cash fees | $141,740 |
| Stock awards | $154,068 |
| Total | $295,808 |
Notes: Directors who are One Rock employees do not receive director pay; non-employee director pay can be taken in stock in lieu of cash per policy .
Performance Compensation
Non-employee directors are not paid on operating or TSR metrics; director equity grants function as retainer equity. No performance-weighted director plan or payout metrics are disclosed for Foss .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 19,232 PRMB shares (<1% of outstanding) |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors/officers/employees; trades require pre-clearance and comply with blackout periods |
| Ownership guidelines | PRMB maintains stock ownership and holding requirements for directors and senior leaders (retain a portion of net shares until guideline met) |
| Pledged shares | No pledges disclosed for Foss; Sponsor’s separate margin loan pledges do not pertain to Foss |
Employment Terms
- As a non-employee director, Foss does not have an executive employment agreement with PRMB. PRMB provides standard indemnification agreements to directors .
Compensation Structure vs. Performance Metrics (context for PRMB pay governance)
- Executive pay (not specific to Foss) uses annual cash tied to Bonus-Adjusted EBITDA, operating FCF, and revenue (50%/25%/25% weighting) and LTI PSUs (relative TSR vs S&P 400 over 3 years post-transaction); FW Cook serves as independent consultant .
- 2024 say-on-pay (legacy Primo Water) approval was ~95.2%, signaling investor support for pay framework heading into the merger .
Vesting Schedules and Insider Selling Pressure
- Director equity awards are disclosed as stock awards (no performance metrics); specific director RSU vesting terms are not detailed for Foss. Company-wide policies prohibit hedging/pledging and require preclearance, reducing forced-selling risk; blackout periods apply .
Employment Contracts, Severance, and Change-of-Control (CoC) Economics
- Not applicable to Foss as a director. Company executive severance plan and double-trigger equity acceleration apply to NEOs; no director CoC cash benefits disclosed .
Performance & Track Record
- Operating record: Former CEO/Chair of Aramark with extensive route-based and services experience; prior Pepsi Beverages CEO .
- PRMB early post-listing performance markers: TSR grew to $121.05 on $100 from Nov 11–Dec 31, 2024; 2024 Combined Adjusted EBITDA $1,352.5M; GAAP net loss $12.6M as integration and public listing initiated .
- Execution role: Member of Integration Committee overseeing BlueTriton/Primo Water integration milestones, functional integration, cultural alignment, and risk mitigation .
Director Compensation (Detail)
| Element | 2024 Amount |
|---|---|
| Fees earned/paid in cash | $141,740 |
| Stock awards | $154,068 |
| Total compensation | $295,808 |
Other Directorships & Interlocks
- Current public boards: The Cigna Group; O‑I Glass, Inc.; Chair of Cineworld Group PLC .
- Compensation Committee interlocks: None disclosed; committee interlocks statement notes no interlocking relationships among PRMB executives and other companies’ comp committees .
Risk Indicators & Red Flags
- Governance concentration: Sponsor consent rights and transitional committee independence could present governance risk; however, Foss is an independent director and committee memberships include independents; independence requirements will phase-in by Mar 2026 .
- Hedging/pledging: Prohibited for directors; no Foss pledges disclosed .
- Related-party transactions: No Foss-specific RPTs disclosed; certain One Rock and affiliate arrangements are disclosed at the company level .
- Section 16 compliance: Company reports compliance for FY24 .
Compensation Committee Analysis
- Members: Michael Cramer (Chair), Eric J. Foss, Tony W. Lee (non‑independent under phase-in), Steven P. Stanbrook .
- Advisor: FW Cook retained directly by the committee; provides executive and director compensation advisory services .
- Implication: Presence of a sponsor designee during phase-in elevates the importance of strong independent voices (including Foss) and transparent disclosure until full independence is achieved .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay (legacy Primo Water) support: ~95.2%, indicating favorable investor sentiment toward the pay framework leading into PRMB’s formation; PRMB intends to consider feedback in 2025 decisions .
Investment Implications
- Positive: Foss adds deep route-based/services operating expertise (Aramark, Pepsi), public board experience (Cigna, O‑I), and is directly engaged in the Integration Committee—supportive for synergy realization and execution during post-merger integration . Alignment aided by anti-hedging/pledging policy and director equity retainers .
- Watch items: Low absolute share ownership by Foss (<1%) limits direct “skin-in-the-game” signaling; committee independence is in transition with one non-independent member on Compensation Committee until phase-in completion, necessitating scrutiny of compensation decisions and integration KPIs through 2026 . Early period financials show strong Adjusted EBITDA but headline net loss as integration ramps; oversight effectiveness on cost, capital, and culture will be key .