Michael Cramer
About Michael Cramer
Michael Cramer (age 72) is an independent director of Primo Brands (PRMB), appointed in November 2024 as a Sponsor Stockholder Designee following the BlueTriton–Primo Water combination . He brings 10+ years of senior operating and governance experience in branded food and beverage and academia, including EVP/Chief Administrative Officer at Hostess (2013–2023) and faculty leadership at the University of Texas; he continues as a Senior Fellow at UT Austin’s Moody College of Communication . The Board classifies him as independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hostess Brands and subsidiaries | EVP, Chief Administrative Officer & Assistant Secretary | 2013–2023 | Senior corporate administration leader during multi-year value creation |
| University of Texas at Austin (Texas Program in Sports & Media) | Founding Director; Senior Lecturer | 2010–2017 | Established program; academic leadership |
| University of Texas at Austin (Moody College) | Senior Fellow | 2017–present | Ongoing academic advisory role |
| BlueTriton (pre-Transaction) | Director | 2021–Nov 2024 | Board experience in route-based beverage operations |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Gores Metropoulos, Inc. (SPAC) | Director | 2019–2022 | Prior public company board experience |
| Gores Metropoulos II, Inc. (SPAC) | Director | 2021–2022 | Prior public company board experience |
Board Governance
- Committee assignments and chair roles (current):
- Compensation Committee: Chair; membership includes one non‑independent Sponsor partner (Tony W. Lee) under phase‑in exemptions .
- Nominating & Governance Committee: Member .
- Integration Committee: Chair (ad hoc) overseeing post‑merger integration milestones, functional integration, culture, and risk mitigation .
- Independence: Board determined Cramer is independent under NYSE rules .
- Attendance and engagement: In FY2024 (post‑closing), the Board met once and each incumbent director attended at least 75% of Board and committee meetings during their service period . Committee meeting counts FY2024: Audit (1), Compensation (1), Nominating & Governance (1), Sustainability (2); Integration Committee established with defined oversight scope .
- 2025 election support: Re‑elected at May 1, 2025 Annual Meeting with 339,557,831 votes “FOR” and 20,244,994 “WITHHELD” (Broker Non‑Votes 7,798,702) .
Fixed Compensation (Director)
| Component (FY2024) | Amount (USD) |
|---|---|
| Cash fees earned/paid | $344,976 |
| Stock awards (grant date fair value) | $83,425 |
| Total | $428,401 |
| Notes (pre‑Transaction BlueTriton) | BlueTriton director fee of $50,000 per quarter (plus expense reimbursement) prior to closing |
| Policy | Post‑Transaction non‑employee director compensation policy provides for cash retainers/fees and equity grants; directors may elect PRMB shares in lieu of cash |
Performance Compensation (Director)
| Equity Element | Instrument | Grant Value (FY2024) | Vesting / Performance Linkage |
|---|---|---|---|
| Annual director equity | Stock award | $83,425 | Vesting terms not detailed for directors in DEF 14A; no performance metrics disclosed for director equity |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Independence Considerations |
|---|---|---|---|
| PRMB Compensation Committee | Board committee | Chair | Committee includes Sponsor managing partner (Tony W. Lee); NYSE independence phase‑in applies until up to Mar 12, 2026 |
| Sponsor designation | Governance | Sponsor Designee | Cramer designated by Sponsor Stockholders under Stockholders Agreement |
Expertise & Qualifications
- Food & beverage operations and corporate administration from Hostess senior leadership .
- Governance and transaction exposure via SPAC directorships (Gores Metropoulos I/II) .
- Academic program leadership and communication expertise (UT Austin) .
- Integration oversight experience (Chair, Integration Committee) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (PRMB common) | 3,445 shares; denoted “*” less than 1% of outstanding |
| Outstanding option‑like awards (legacy BlueTriton parent, TWP Holdings Class B units) | Aggregate 300 Class B units: 75 time‑vesting (Mar 31, 2021 grant; remaining tranches through 5th anniversary), 75 performance‑vesting (MOIC‑based), and 150 time‑vesting (Oct 31, 2023 grant; 50% at second anniversary, remainder 16 2/3% annually years 3‑5); all with accelerated vesting on an “Exit Transaction” and continued service conditions |
| Hedging/pledging | PRMB policy prohibits hedging/monetization and pledging by directors and employees |
| Pledged shares | None disclosed for Cramer; Sponsor entity separately pledged 58,000,000 shares in a margin loan (approved waiver) |
| Ownership guidelines | Company discloses stock ownership guidelines covering directors and NEOs; specifics for directors not quantified in proxy; executive multiples disclosed separately |
Governance Assessment
-
Strengths
- Independent director with deep operating background; chairs Compensation and Integration Committees, aligning incentives and execution of the merger integration .
- Board confirms independence; regular executive sessions; attendance threshold met in 2024 .
- Robust governance policies (insider trading/anti‑hedging; code of ethics; independent compensation consultant FW Cook for executive and director programs) .
- Strong Say‑on‑Pay support (356.45M for vs 2.77M against) and annual say‑on‑pay cadence approved, indicating investor support for compensation oversight .
-
Risks / RED FLAGS
- Sponsor influence: Cramer is a Sponsor Designee; Sponsor retains consent rights and designation rights under Stockholders Agreement; compensation committee includes a Sponsor partner (non‑independent) under NYSE phase‑in—potential perceived conflicts in pay decisions .
- Related‑party exposure: $53.6M of 2024 expenses to One Rock/affiliates and $30.9M purchases from a One Rock portfolio company (Alltrista); margin loan pledge of 58M shares by Sponsor with company waivers—governance optics risk although approved .
- Legacy BlueTriton/TWP Holdings profits interests: Cramer holds Class B units with time/performance vesting and potential acceleration on an “Exit Transaction” at the TWP level; while economically option‑like and not PRMB equity, this could present alignment/perception considerations if value drivers diverge .
-
Engagement signals
- Election support was high in 2025; committee leadership roles indicate active engagement in strategy (integration) and human capital/compensation governance .
Notes on Say‑on‑Pay & Shareholder Feedback
- 2025 Annual Meeting results: Say‑on‑Pay approved; “1 Year” frequency approved; auditor ratification approved. High participation (96.7% of outstanding) .
- Compensation committee practices: FW Cook engaged as independent advisor; revised peer group post‑Transaction; emphasis on pay‑for‑performance for executives; clawback policy adopted for executive incentive compensation .
Appendix: Committee Snapshot (FY2024 activity)
| Committee | Role of Cramer | FY2024 Meetings | Select Responsibilities |
|---|---|---|---|
| Compensation | Chair | 1 | CEO/Exec comp oversight; equity plans; succession; non‑employee director pay |
| Nominating & Governance | Member | 1 | Board composition; governance guidelines; evaluations |
| Integration (ad hoc) | Chair | n/a (scope disclosed) | Post‑merger integration oversight across functions, milestones, culture, and risk |
All citations:
- Director biography, age, roles ; Sponsor designation ; Independence ; Board/committee composition ; Committee responsibilities and meeting counts ; Attendance ; Director compensation (cash, stock, totals; policy; BlueTriton fee) ; Beneficial ownership (3,445 shares) ; Legacy Class B units detail ; Insider trading/anti‑hedging policy ; Related‑party transactions (One Rock fees, Alltrista purchases), margin loan and waivers ; Say‑on‑Pay and vote results ; Compensation advisor and peer group ; Clawback policy .