Jerry Fowden
About Jerry Fowden
Jerry Fowden, age 68, is an independent director of Primo Brands (PRMB) since November 2024 and serves as Lead Independent Director and Chair of the Nominating and Governance Committee. He is the former Chairman of Primo Water and previously served as Executive Chairman (2018–2020) and CEO (2009–2018) of Cott Corporation, with prior leadership roles overseeing Cott’s international, North American, and UK/Europe operations; his credentials emphasize industry, M&A, and integration experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Primo Water | Director; Chairman | 2009–Nov 2024 | Board leadership and governance continuity during BlueTriton/Primo transaction integration |
| Cott Corporation | Executive Chairman | 2018–2020 | Oversight of strategy and governance at public beverage company |
| Cott Corporation | Chief Executive Officer | 2009–2018 | Led operations, M&A and business integration |
| Cott Corporation (International Segment) | President | 2007–2008 | International operations leadership |
| Cott Corporation (North America) | Interim President | 2008–2009 | Transition leadership for North American business |
| Cott Corporation (UK & Europe) | Interim President | 2007–2009 | Regional turnaround and operational oversight |
External Roles
No current public-company directorships disclosed beyond PRMB; prior roles at Cott and Primo Water noted above .
Board Governance
| Governance Item | Status/Details |
|---|---|
| Independence | Determined independent under NYSE rules |
| Lead Independent Director | Appointed Lead Independent Director (effective through 24 months post-Closing); presides over independent director executive sessions and helps set Board agendas with Non-Executive Chair |
| Committee Assignments | Chair, Nominating & Governance Committee; not listed on Audit, Compensation, Sustainability, or Integration Committees |
| Attendance | One Board meeting in FY2024 (post-Closing); each incumbent director attended at least 75% of Board and committee meetings during service period |
| Controlled Company/Phase-in | No longer a “controlled company” as of March 12, 2025; PRMB may rely on NYSE transition exemptions until March 12, 2026 for majority independence and fully independent Nominating/Compensation Committees |
| Stockholders Agreement Context | Sponsor Stockholders (One Rock affiliates) hold director designation and significant consent rights over issuances, large JV/M&A, dividends, leverage thresholds, and governance changes; impacts Board dynamics and independence oversight |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $237,160 | Aggregate 2024 cash compensation, including pre-Transaction and post-Transaction periods |
| Stock Awards (2024) | $154,068 | Annual non-employee director equity; PRMB policy allows equity grants and stock in lieu of cash |
Director fee structure prior to the Transaction (Primo Water 2024): annual retainer $100,000; lead independent director fee $30,000; committee chair fees (Audit $20,000; Compensation $15,000; ESG/Nominating $10,000); annual equity grant $135,000 .
Performance Compensation
| Element | Disclosure | Notes |
|---|---|---|
| Performance-based Director Pay | None disclosed | PRMB’s non-employee director compensation policy consists of cash retainers/fees and equity grants; directors may elect stock in lieu of cash |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | None disclosed beyond PRMB |
| Sponsor-designee interlocks | One Rock-affiliated Sponsor Stockholders have director designation rights and committee chair roles on Compensation and Sustainability, creating structural interlocks; Fowden is not a Sponsor Designee |
| Related party exposures | Company recorded $53.6M of management and transaction fees to One Rock affiliates in 2024; purchased ~$30.9M from a One Rock portfolio company (Alltrista Plastics LLC); oversight of related-party transactions is part of governance |
Expertise & Qualifications
- Industry/M&A/integration expertise with long-tenured leadership across beverage operations and corporate transformations, aligning with PRMB’s integration and growth agenda .
- Skills matrix indicates broad coverage across corporate governance, operational leadership, risk management, and strategy among director nominees; Fowden’s biography emphasizes extensive industry and integration experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock |
|---|---|---|
| Jerry Fowden | 1,286,759 | Less than 1% (denoted by *) |
Additional alignment and risk:
- Insider trading policy prohibits hedging and pledging of PRMB securities; no pledges are disclosed for Fowden in the proxy .
- Indemnification agreement in place for directors and officers, standard for governance protection .
Insider Trades
| Date | Form | Security | Transaction | Shares | Price |
|---|---|---|---|---|---|
| 2021-05-05 filing (trade 2021-05-03) | Form 4 | Common shares (legacy issuer) | Sale (weighted-average across multiple trades) | 11,844 | Weighted avg. (May 3, 2021) |
Note: The above Form 4 predates PRMB’s 2024 Transaction and reflects historical trading activity under the predecessor issuer context.
Governance Assessment
- Strengths: Independent status; Lead Independent Director role with executive session leadership; Chair of Nominating & Governance Committee; solid engagement (≥75% attendance in FY2024 service window); and board policies including anti-hedging/pledging and stock ownership guidelines enhance alignment .
- Structural Risks: Sponsor Stockholders retain significant consent and designation rights under the Stockholders Agreement, and PRMB may rely on NYSE phase-in exemptions until March 12, 2026 (potentially affecting the pace of achieving full independence on key committees). Margin loan secured by Sponsor shares and ongoing related-party transactions with One Rock portfolio companies underscore the need for vigilant independent oversight by Fowden and the Nominating & Governance Committee .
- Shareholder Support Signal: At the 2025 Annual Meeting, Fowden received 339,070,984 votes FOR and 20,731,841 WITHHELD, indicating broad investor support for his nomination and role on the Board .