Steven P. Stanbrook
About Steven P. Stanbrook
Independent director of Primo Brands (PRMB) since November 2024; age 67. Background includes Executive Advisory Partner at Wind Point Partners (since 2016) and director of Voyant Beauty LLC (since 2017), with prior public company board roles at Imperial Brands PLC, Hewitt Associates, Inc., and Chiquita Brands International, Inc. He currently serves on the board of Group 1 Automotive, Inc. The board has affirmatively determined he is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wind Point Partners | Executive Advisory Partner | Since 2016 | Advises a PE firm; governance experience cited |
| Voyant Beauty LLC | Director | Since 2017 | Contract manufacturer governance; industry ops |
| Imperial Brands PLC | Director (prior) | Not disclosed | Governance at multinational CPG |
| Hewitt Associates, Inc. | Director (prior) | Not disclosed | Governance/HR services oversight |
| Chiquita Brands International, Inc. | Director (prior) | Not disclosed | Global CPG and board oversight |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Group 1 Automotive, Inc. | Director | Current | Public company directorship; network/reputation |
Board Governance
- Independence: Independent director under NYSE standards.
- Attendance: In FY2024 there was one Board meeting post-Closing; each incumbent director attended at least 75% of Board and applicable committee meetings.
- Lead Independent Director: Jerry Fowden is lead independent director through the 24-month post-Closing period. Executive sessions of independent directors are held regularly.
- Committee assignments (no chair roles):
- Compensation Committee – Member. Chair: Michael Cramer.
- Sustainability Committee – Member. Chair: Allison Spector.
- Integration Committee – Member. Chair: Michael Cramer.
| Board/Committee | Role | Chair | Source |
|---|---|---|---|
| Board of Directors | Director (Independent) | Non-Executive Chair: C. Dean Metropoulos | |
| Compensation Committee | Member | Michael Cramer | |
| Sustainability Committee | Member | Allison Spector | |
| Integration Committee | Member | Michael Cramer |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $111,740 | Non-employee director cash compensation (post-Transaction policy allows equity in lieu of cash) |
| Total Cash (Fixed) | $111,740 |
Policy note: PRMB adopted a Non-Employee Director Compensation Policy; directors may elect to receive Class A shares in lieu of cash. Directors employed by One Rock receive no director compensation.
Performance Compensation (Non-Employee Director – 2024)
| Component | Amount (USD) | Grant Type / Structure |
|---|---|---|
| Stock Awards (fair value) | $154,068 | Annual equity grant to non-employee director (time-based; no performance metrics disclosed for directors) |
Metric framework for director equity: Not applicable – the proxy does not disclose performance-conditioned metrics for non-employee director equity; director stock awards are reported on grant-date fair value basis.
Compensation mix signal: Equity represented ~58% of Mr. Stanbrook’s reported 2024 director compensation ($154,068 of $265,808), indicating alignment via at-risk equity relative to cash ($111,740). Source figures:
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Group 1 Automotive, Inc. | Public | Director (current) | None disclosed with PRMB customers/suppliers |
| Imperial Brands PLC | Public | Director (prior) | None disclosed |
| Hewitt Associates, Inc. | Public (historic) | Director (prior) | None disclosed |
| Chiquita Brands International, Inc. | Public (historic) | Director (prior) | None disclosed |
| Voyant Beauty LLC | Private | Director (current) | None disclosed |
| Wind Point Partners | Private Equity | Executive Advisory Partner (current) | None disclosed |
No related-person transactions involving Mr. Stanbrook are disclosed; however, PRMB reports material transactions with Sponsor affiliates (e.g., One Rock-related management/transaction fees of $53.6M and $30.9M of purchases from Alltrista, a One Rock portfolio company).
Expertise & Qualifications
- Extensive executive experience in international consumer packaged goods and governance experience from multiple multinational boards.
- Independent status and service across key PRMB committees (Compensation, Sustainability, Integration).
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 104,522 shares |
| Ownership guidelines | Company maintains stock ownership guidelines for directors and executives; executives’ specific multiples detailed; directors covered by policy (multiples for directors not quantified in this filing). |
| Hedging/pledging | Insider Trading Policy prohibits hedging and pledging by directors. |
| Section 16 compliance | Company states compliance with Section 16(a) filing requirements for FY2024. |
Governance Assessment
Positives
- Independent director with significant public board experience and CPG operational background; sits on Compensation, Sustainability, and Integration Committees—important for oversight during PRMB’s post-merger integration.
- Strong alignment via equity-heavy director pay mix in 2024 (equity > cash), supporting skin-in-the-game incentives. Source amounts:
- Regular executive sessions and a designated lead independent director enhance board independence practices.
Watch items / RED FLAGS
- Sponsor control dynamics: One Rock held majority voting power at Record Date and retains significant governance rights (director designation tiers; consent rights over major corporate actions); committees rely on phase-in exemptions with some sponsor designees (e.g., Tony W. Lee on Compensation). This can affect perceived independence of key committees.
- Related-party exposure: $53.6M in Sponsor/Advisor fees and $30.9M in purchases from a Sponsor portfolio company (Alltrista) in 2024; such transactions warrant continued scrutiny by independent directors for arm’s-length terms.
- Sponsor margin loan/overhang: 58,000,000 shares pledged by Sponsor under a margin loan, and a large secondary sale with company repurchase (4,000,000 shares) in March 2025—potential stock overhang and governance optics risk.
Overall implication: Mr. Stanbrook’s independence, committee breadth, and public company experience are positives for investor confidence. However, the Sponsor’s extensive governance rights, committee phase-in exemptions, and related-party transactions increase the importance of vigilant independent oversight on compensation, sustainability, and integration matters.