Hih Song Kim
About Hih Song Kim
Hih Song Kim (age 60) is Chief Administrative Officer & Assistant Corporate Secretary at Primo Brands (PRMB) since November 2024, following service as EVP, Chief Legal Officer, and Corporate Secretary at BlueTriton (2021–2024) and prior general counsel roles at Kaplan Test Prep and Stoli Group (USA) LLC . Her 2024 annual bonus under BlueTriton’s plan reflected strong operational execution: Company Performance Factor 174%, Individual Performance Factor 128%, yielding $453,211 on a 50% target bonus against $406,745 base salary . For 2025, her long-term incentives are tied to relative TSR versus the S&P 400 over a three‑year performance period (FY2025–FY2027), aligning pay with shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BlueTriton Brands, Inc. | EVP, Chief Legal Officer & Corporate Secretary | 2021–Nov 2024 | Led legal, corporate secretary, governance during major transaction and integration |
| Kaplan Test Prep (Graham Holdings) | SVP & General Counsel | 2019–2021 | Legal leadership for education services platform |
| Stoli Group (USA), LLC | SVP & General Counsel | Not disclosed | Legal leadership in beverage portfolio (spirits, wines, non‑alcoholic beverages) |
External Roles
| Organization | Role | Years |
|---|---|---|
| International Bottled Water Association (IBWA) | Chair of the Board; previously Vice Chair | Elected 2023 |
Fixed Compensation
| Component | FY2024 Amount (USD) |
|---|---|
| Base Salary | $406,745 |
| All Other Compensation (detail below) | $88,592 |
All Other Compensation detail:
- 401(k) employer match: $13,800
- Discretionary distribution to unvested BlueTriton profits interests: $74,792
Offer letter and 2025 changes:
- Offer letter signed Dec 2024; base increased to $585,000 effective Jan 1, 2025; target bonus increased to 80% (from 50%) effective Jan 1, 2025; eligible for cell phone allowance .
Performance Compensation
Annual Bonus (FY2024 – BlueTriton plan)
| Metric | Weighting | Target | Actual | Payout (% of target) | Notes |
|---|---|---|---|---|---|
| Retail EBITDA | Not disclosed | 2023 baseline $603m | $736m | 190% | Company pool funding methodology disclosed |
| ReadyRefresh EBITDA | Not disclosed | 2023 baseline $181m | $204.3m | 127% | Company pool funding methodology disclosed |
| Total Company Working Capital (%) | Not disclosed | 4.8% | 4.7% | 100% | Based on average NWC/Q4 annualized net sales |
| Corporate Responsibility | Not disclosed | Goals achieved | Achieved | 100% | Goals across circular packaging, water & transparency, leadership |
| Company Performance Factor | — | — | — | 174% | Derived from metrics above |
| Individual Performance Factor | — | — | — | 128% | Individual rating 3.8/5; goals/competencies met or exceeded |
| Bonus Calculation | — | Base $406,745; Target 50% ($203,372) | — | — | Bonus = $203,372 × 128% × 174% = $453,211 |
Equity Awards (FY2024 grants under Primo Brands Equity Plan)
| Grant Type | Grant Date | Threshold (#) | Target (#) | Max (#) | Grant-Date Fair Value (USD) |
|---|---|---|---|---|---|
| PSUs (TSR-based) | 12/11/2024 | 11,994 | 29,987 | 59,974 | $1,326,325 |
| RSUs (time-based) | 12/11/2024 | — | 15,448 | — | $490,320 |
FY2025 Annual Grants (from offer letter)
- RSUs: 15,448 vesting in three equal annual installments, subject to continued employment .
- PSUs: 29,987 eligible to vest based on TSR relative to S&P 400 over FY2025–FY2027 .
Equity Ownership & Alignment
Beneficial Ownership (as of March 7, 2025)
| Holder | Shares of Common Stock | % of Outstanding |
|---|---|---|
| Hih Song Kim | — | <1% |
Notes:
- Sponsor entities hold pledged shares as collateral to a margin loan; no pledging is disclosed for Ms. Kim .
- Company Insider Trading Policy prohibits hedging and pledging by directors, officers, and employees .
Outstanding Equity Awards (as of Dec 31, 2024)
| Award Type | Not-Vested Units (#) | Market Value (USD) |
|---|---|---|
| RSUs (grant noted as “(2)”) | 11,994 | $369,055 |
| RSUs (grant noted as “(3)”) | 15,448 | $475,335 |
BlueTriton Profits Interests (classified as option-like for disclosure; no exercise price):
- Time-based units vested: 83.33 units on July 19, 2024 .
- Remaining BlueTriton Class B units shown as outstanding in option tables (exercisable/unexercisable counts; no strike price): 333.33 / 166.67 / 500 (see footnote reference “(27)”) . These profits interests are not traditional options and do not require payment to exercise; value upon “exercise” is not applicable .
Stock ownership guidelines and clawback:
- Company maintains stock ownership guidelines for NEOs and a clawback policy for excess incentive compensation upon financial restatement (details of multiples not disclosed) .
Employment Terms
| Term | Detail |
|---|---|
| Start date | November 2024 (appointed as CAO & Assistant Corporate Secretary) |
| Offer letter | December 2024; base $411,000 (raised to $585,000 effective Jan 1, 2025); target bonus 50% (raised to 80% effective Jan 1, 2025); RSUs 15,448; PSUs 29,987 |
| Severance plan | If terminated without Cause or for Good Reason: cash severance $770,625; non‑equity incentive payment $205,500; medical continuation $40,301; accelerated awards $782,871; total $1,799,297 (as of Dec 31, 2024) |
| Change-of-control economics | Double-trigger: cash severance $770,625; non‑equity incentive $205,500; medical $40,301; accelerated awards $1,398,035; total $2,414,461 (as of Dec 31, 2024) |
| Non-compete / Non-solicit | Non-compete and non-solicit apply during employment and for 15 months post-termination across countries where the Company operates |
| Clawback | Applies to excess annual and long‑term incentives upon required financial restatement |
| Hedging/Pledging | Prohibited for insiders under Company policy |
Change-of-control vesting terms for equity:
- Equity awards vest on an accelerated basis under specified double-trigger conditions; accelerated vesting value for Ms. Kim estimated at $1,398,035 if conditions met .
Compensation Structure Analysis
- Pay mix in 2024 shows significant at-risk pay: $1,816,645 stock awards and $453,211 performance bonus vs $406,745 base salary, indicating alignment to performance and equity .
- Shift to TSR-based PSUs for 2025 (relative S&P 400) increases direct linkage to shareholder returns versus purely operational metrics—positive for alignment .
- BlueTriton profits interests include single-trigger vesting upon an “Exit Transaction” at the parent entity level; the PRMB Transaction was not an Exit, but unvested time‑vesting units were treated as vested for distribution while remaining subject to forfeiture—complexity and potential windfall risk in future exits .
Say‑On‑Pay & Governance Signals
- Company recommends annual say‑on‑pay frequency; Compensation Committee uses peer benchmarking and independent consultant FW Cook post‑Transaction .
- Insider Trading Policy and governance guardrails (no hedging/pledging, clawback) reduce misalignment and trading risk .
Investment Implications
- Alignment: 2025 PSUs tied to relative TSR should align Ms. Kim’s incentives with shareholder performance; RSU ladder creates ongoing vesting through 2027, supporting retention but adding periodic sell‑down pressure as units vest .
- Retention risk: Severance protections and 15‑month non‑compete reduce near‑term departure risk; severance cash and accelerated vesting in change‑of‑control provide security and potential transaction‑linked payouts .
- Trading signals: Upcoming RSU vesting tranches (three equal annual installments) and potential PSU vesting outcomes may create periodic liquidity events; hedging/pledging prohibitions mitigate leveraged selling risk .
- Pay-for-performance: 2024 bonus paid at 174% company factor reflects strong operational delivery; shift to TSR PSUs enhances external performance linkage—constructive for long‑term holders .