Robert Austin
About Robert Austin
Robert Austin, age 55, is Chief Operating Officer at Primo Brands (PRMB) since November 2024, following senior operating roles at BlueTriton/Nestlé Waters and route-based ReadyRefresh operations . During his tenure period as PRMB COO, company-level performance showed TSR of 121.05 (from PRMB’s NYSE listing on 11-11-2024 through 12-31-2024), Combined Adjusted EBITDA of $1,352.5 million, and Net Loss of $12.6 million for FY2024 . His 2024 annual incentive at BlueTriton tied to Retail EBITDA ($736m), ReadyRefresh EBITDA ($204.3m), working capital (4.7% vs 4.8% target), and Corporate Responsibility achieved strong payouts (aggregate company metric 174%) . Austin’s background spans supply chain, field operations, and multi-site service execution, with decades of route-based and manufacturing experience .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Primo Brands (PRMB) | Chief Operating Officer | Nov 2024–present | Integration and operational execution post Primo Water–BlueTriton combination; oversight of route-based and manufacturing footprint . |
| BlueTriton Brands | Chief Operating Officer | 2023–Nov 2024 | Led multi-brand beverage operations; aligned segment EBITDA drivers and working capital targets for incentive funding . |
| BlueTriton Brands | President | 2022–2023 | Drove retail and ReadyRefresh performance and route optimization programs . |
| ReadyRefresh (BlueTriton/Nestlé Waters predecessor) | VP, Field Operations | 2021–2022 | Managed route-based operations (home/office delivery), improving service efficiency . |
| Nestlé Waters (ReadyRefresh) | Various leadership roles (Senior Director Supply Chain; National Ops Manager – Retail Direct) | 2006–2021 | Expanded supply chain capabilities and national operations management in direct-delivered beverage . |
| Austin Computer Enterprises, Inc. | Founder/Manager | 1999–2004 | Grew startup IT services, demonstrating entrepreneurial execution . |
| Butler International | Managerial roles | 1994–2004 | Managed technical operations early career . |
External Roles
No public company directorships or external board roles disclosed for Austin .
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary (2024) | $800,000 | Per PRMB Offer Letter and 2024 CD&A . |
| One-time Transaction Bonus (paid 12-06-2024) | $800,000 | In connection with the Transaction . |
| “Transition” Bonus (legacy retirement plan transition) | $18,000 | 2.25% of base; payable April 2025 . |
| 401(k) Match (BlueTriton plan, 2024) | $13,800 | Employer matching contribution . |
| Additional Retirement Contribution (legacy Nestlé plan replacement, 2024) | $24,150 | Up to 9% of eligible comp; 2024 eligibility amount . |
| Car Allowance | $10,833 | Part of “All Other Compensation” . |
| Severance Multiple | 1.5x | Level 2 under Severance Plan; Austin has 1.5x despite Level 2 norm 1.25x . |
Performance Compensation
2024 Short-Term Bonus (BlueTriton framework; paid)
| Metric | Weight | Target | Actual | Payout vs Target | Notes |
|---|---|---|---|---|---|
| Retail EBITDA | 75% | $603m (2023 base for formula) | $736m | 190% | Pool funding formula tied to growth tiers; also modifies Corporate Responsibility payout . |
| ReadyRefresh EBITDA | 25% | $181m (2023 base) | $204.3m | 127% | Pool funding formula with thresholds . |
| Total Company Working Capital | 15% | 4.8% | 4.7% | 100% | Average net working capital ÷ annualized net sales . |
| Corporate Responsibility | 10% | 100% | 100% | 100% | ESG objectives achieved; weighted by EBITDA performance . |
| Aggregate Company Metric | — | — | — | 174% | Weighted aggregation per BlueTriton plan . |
| Aggregate Individual Performance Factor | — | — | — | 138% | Individual goals and competencies; overall rating 4.2/5 . |
| 2024 Bonus Payout Amount | — | — | — | — | $1,920,606 (sum of pre/post-promotion prorated payouts) . |
2024/2025 Long-Term Incentives
| Grant | Type | Quantity | Vesting | Performance Metric |
|---|---|---|---|---|
| 12-11-2024 (PRMB) | PSUs | 9,268 | Cliff after 3-year performance period (2025–2027) | TSR vs S&P 400 (market-based) . |
| 12-11-2024 (PRMB) | RSUs | 11,937 | 1/3 annually over 3 years | Service-based . |
| 10-03-2024 (TWP Holdings) | Class B Profits Interests | 3,000 | 25% annually over 4 years from 6-17-2024 | Time-based; “option-like” . |
2024 Summary Compensation shows stock awards fair value $1,403,778 (PRMB RSU/PSU grants), and option-like awards $1,543,189 for Class B units (ASC 718 valuation) .
Equity Ownership & Alignment
| Item | Quantity/Value | Status/Details |
|---|---|---|
| Beneficial Ownership of PRMB Common | — | Less than 1% beneficial ownership; no shares listed for Austin . |
| Outstanding PRMB PSUs (12-11-2024) | 9,268 | Performance period FY2025–FY2027; TSR vs S&P 400 . |
| Outstanding PRMB RSUs (12-11-2024) | 11,937 | Time-based vesting, 3 equal tranches . |
| BlueTriton/TWP Holdings Class B Units (2011–2024 grants) | Multiple tranches | Grants in 2021 (250), 2022 (100), 2023 Feb (135), 2023 Jun (247), 2024 Oct (3,000); mix of time- and performance-based vesting . |
| In-the-money value upon Exit Transaction (accelerated vesting of Class B units) | $8,337,622 | Assumes unit value $5,399 and participation thresholds; single-trigger at Exit Transaction . |
| Accelerated awards upon PRMB Change of Control (double trigger) | $1,080,304 | Value of accelerated PRMB equity at 12-31-2024 share price, assuming target for PSUs . |
| Stock Ownership Guidelines | 1.5× base salary | Applies to “other executive officers”; retention of 75% net shares until in compliance; measured annually . |
| Hedging/Pledging | Prohibited | PRMB Insider Trading Policy prohibits hedging and pledging for insiders . |
Governance overhang context: Sponsor (One Rock) pledged 58,000,000 PRMB shares in a margin loan; PRMB approved limited waiver; secondary offering in March 2025 reduced ORCP holdings to 44.4%—not an Austin pledge, but potential market overhang .
Employment Terms
| Term | Detail |
|---|---|
| Offer Letter (Dec 11, 2024) | COO; base $800,000; car/cell allowances; eligible annual bonus target 150% of base; 2025 equity: 11,937 RSUs and 23,172 PSUs . |
| Severance Plan Level | Level 2; Austin-specific multiple 1.5× (base + target bonus), plus pro-rata bonus, benefits continuation (up to 18 months), up to $15,000 outplacement; excise tax cutback . |
| “Cause”/“Good Reason” | Defined in Plan; includes material diminution of duties, pay reductions, relocation >50 miles, breach, etc.; Cause includes willful failure, misconduct, conviction . |
| Change-of-Control (CoC) Treatment | Double trigger: if awards are not assumed or if terminated without Cause/for Good Reason within two years post-CoC, unvested RSUs/PSUs accelerate; PRMB CoC defined across merger/asset sale/control changes . |
| Retirement Treatment | Continued vesting; specific criteria age ≥60 and ≥10 years service—Austin not retirement-eligible as of 12-31-2024 . |
| Non-Compete/Non-Solicit | Post-termination non-compete and non-solicit apply for duration equal to severance multiple; Austin: non-compete for 18 months . |
Severance Economics (12-31-2024 illustrative)
| Scenario | Cash Severance | Pro-rata Bonus | Medical Continuation | Accelerated Awards | Total |
|---|---|---|---|---|---|
| Termination without Cause / Good Reason | $3,000,000 | $1,200,000 | $49,225 | $604,945 | $4,854,170 . |
| Termination in Connection with CoC | $3,000,000 | $1,200,000 | $49,225 | $1,080,304 | $5,329,529 . |
Performance Compensation (Structure and Metrics)
| Element | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Bonus (BlueTriton 2024) | Company 174% × Individual 138% | Target 150% of base (post-promotion) | $1,920,606 total 2024 payout | Cash paid; formulas by segment EBITDA, working capital, ESG . |
| PRMB PSUs (2025 grant) | 66% of LTI mix | TSR vs S&P 400 | Market-based; Monte Carlo valuation methodology | 3-year performance period (2025–2027) . |
| PRMB RSUs (2025 grant) | 34% of LTI mix | Service | Time-based | 1/3 annually over 3 years . |
Investment Implications
- Pay-for-performance alignment: Austin’s 2024 bonus strongly tied to segment EBITDA and working capital, producing a 174% company payout and 138% individual factor; future PRMB LTI is entirely TSR-based vs S&P 400, increasing market-correlation of realized pay .
- Retention risk vs monetization: Austin holds substantial “option-like” profits interests at TWP Holdings that single-trigger vest upon an Exit Transaction ($8.34m value assumption), creating strong incentive to remain through any sponsor liquidity event; PRMB equity uses double-trigger CoC, moderating automatic vest acceleration risk .
- Ownership alignment: Minimal disclosed beneficial PRMB common ownership; alignment is primarily via unvested PRMB RSUs/PSUs and legacy profits interests; PRMB prohibits hedging/pledging by insiders, reducing misalignment risk. However, sponsor margin loan/secondary offerings present potential stock overhang independent of Austin .
- Severance economics: At-termination packages are sizable (up to $5.33m including accelerated awards in a CoC scenario), but structured with non-compete for 18 months, supporting retention and discouraging abrupt departure around strategic events .
Net: Compensation structure should incentivize operational EBITDA growth and TSR, with significant deferred equity and profits interests encouraging continuity through integration and any sponsor exit pathway; lack of large disclosed PRMB share ownership tempers “skin in the game” optics, but policy constraints limit misaligned hedging/pledging .