Susan E. Cates
About Susan E. Cates
Independent director since November 2024; age 54. Background includes Managing Partner and co-founder at Leeds Illuminate (growth equity in education/workforce), former CEO of Association of College and University Educators (2019–2021), COO at 2U, Inc. (2016–2017), and founding executive director of MBA@UNC; UNC Kenan-Flagler Board of Advisors since 2016. Tenure on PRMB’s board follows service on Primo Water’s board (May 2020–Nov 2024) and on legacy Primo Water Corporation’s board for six years prior to its acquisition by Cott. The board designated her as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Primo Water Corporation | Director | May 2020–Nov 2024 | Independent director; experience in executive, financial, M&A, digital innovation |
| Legacy Primo Water Corporation | Director | Six years prior to Cott acquisition | Board experience pre-merger |
| Association of College and University Educators | Chief Executive Officer | 2019–2021 | Led operations in higher-ed teaching effectiveness |
| 2U, Inc. | Chief Operating Officer | 2016–2017 | Operational leadership at edtech company |
| University of North Carolina (Kenan-Flagler) | Founding Executive Director, MBA@UNC; Board of Advisors (member) | Exec Director 2008–2016; Advisor since 2016 | Built digital MBA; ongoing advisory role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Leeds Illuminate | Managing Partner and co-founder | Since 2020 | Growth equity focused on education/workforce tech |
| UNC Kenan-Flagler Business School | Board of Advisors (member) | Since 2016 | Advisory capacity |
Board Governance
- Committees: Audit Committee Chair; members include Eric J. Foss and Kurtis Barker. The board determined Cates is independent and an “audit committee financial expert.” The Audit Committee met once in fiscal 2024 and oversees financial reporting, compliance, auditor oversight, and risk management (including cyber/AI/data privacy).
- Independence and controlled-company transition: The board determined Cates is independent under NYSE standards. PRMB ceased to be a controlled company as of March 12, 2025 but may rely on phase-in exemptions for committee independence until March 12, 2026.
- Attendance and engagement: Board held one meeting in fiscal 2024 (post-closing); each incumbent director attended at least 75% of board and applicable committee meetings. Executive sessions of non-management and independent directors are held regularly.
- Lead Independent Director: Jerry Fowden serves as Lead Independent Director (through 24 months post‑closing).
Fixed Compensation
| Component (FY 2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $152,935 |
| Stock Awards | $154,068 |
| Total | $307,003 |
- Policy: Non-employee directors may elect to receive Class A common stock in lieu of cash compensation.
Performance Compensation
- No performance-based director compensation metrics disclosed for non-employee directors.
Other Directorships & Interlocks
| Company | Current/Prior | Role | Notes |
|---|---|---|---|
| Primo Brands Corporation (PRMB) | Current | Director; Audit Chair | Independent; audit committee financial expert |
| Primo Water Corporation | Prior | Director | Independent director pre-merger |
- No other public company directorships for Cates disclosed by PRMB.
Expertise & Qualifications
- Financial/accounting expertise (audit committee financial expert); extensive executive, financial, M&A, and digital innovation experience.
- Governance and risk oversight through audit chair role (financial, compliance, cyber/AI/data privacy).
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Mar 7, 2025) | 67,156 |
| Ownership % of outstanding shares | <1% |
| Options outstanding (Dec 31, 2024) | None disclosed for Cates (director option table lists only Metropoulos, Barker, Cramer) |
Insider Trades
| Filing Date | Period of Report | Form | Link |
|---|---|---|---|
| 2024-11-13 | 2024-11-08 | Form 4 | https://www.sec.gov/Archives/edgar/data/2042694/000114036124046608/0001140361-24-046608-index.htm |
| 2025-05-02 | 2025-05-01 | Form 4 | https://www.sec.gov/Archives/edgar/data/2042694/000095017025062793/0000950170-25-062793-index.htm |
Governance Assessment
- Positives:
- Independence and technical rigor: Independent director, Audit Committee Chair, and SEC-defined “audit committee financial expert,” favoring strong financial oversight.
- Structured risk oversight: Audit charter explicitly oversees major strategic, financial, operational, cyber/AI/data privacy risks; regular updates and annual board discussions.
- Attendance and executive sessions: Meets attendance expectations; regular independent executive sessions support candid oversight.
- Watch items / RED FLAGS (company-level context affecting board effectiveness and investor confidence):
- Sponsor influence: One Rock (ORCP Stockholders) held 57.5% post-conversion (Feb 12, 2025) and 44.4% post-March 2025 secondary, with broad consent rights (equity issuance, >$200mm M&A/JVs, dividend caps, leverage limits) and board designation rights—potential constraints on board autonomy.
- Committee independence phase-in: Audit and Compensation Committees include sponsor designees during the transition; full independence phased by NYSE rules through March 12, 2026.
- Related-party transactions: $53.6mm in management/transaction fees to One Rock affiliates; $30.9mm purchases from Alltrista (One Rock portfolio company); requires ongoing scrutiny for arm’s-length terms.
- Margin loan/pledged shares: 58,000,000 sponsor shares pledged under a margin loan (lock-up waiver granted); potential market overhang or forced sale risk if collateral pressures arise.
- Policies supporting alignment:
- Clawback: Board-adopted clawback for excess incentive comp upon restatements.
- Hedging/pledging ban: Insider trading policy prohibits hedging and pledging for directors/officers/employees; trades pre-cleared and subject to blackout periods.
- Stock ownership guidelines: Company maintains stock ownership/retention guidelines for directors and senior management; executives have explicit multiples and retention thresholds until compliance.
Overall, Cates’ independence, audit expertise, and chair role are positives for governance quality; investors should monitor sponsor influence (consent rights, committee independence phase-in), related-party dealings, and pledged-share dynamics for potential conflicts or pressure points on board decision-making.