Tony W. Lee
About Tony W. Lee
Tony W. Lee (age 52) is a director of Primo Brands Corporation and a Sponsor Stockholder Designee of One Rock Capital Partners; he has served on PRMB’s board since November 2024 and previously served on BlueTriton’s board from March 2021 to November 2024 . He is co-founder and Managing Partner of One Rock and was previously a Managing Director at Ripplewood Holdings, focusing on chemicals and industrial sectors . The Board’s committee disclosures indicate he is not independent for NYSE purposes and serves on the Compensation Committee during the phase‑in period for newly public companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ripplewood Holdings | Managing Director | 1997–2010 | Led global chemicals and industrial sector efforts |
| BlueTriton Brands (pre-Transaction) | Director | Mar 2021–Nov 2024 | Board oversight pre-merger into PRMB |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| One Rock Capital Partners | Co‑Founder & Managing Partner | 2010–present | Serves/served as director on One Rock portfolio companies and affiliates; significant sponsor governance influence at PRMB via Stockholders Agreement |
Board Governance
- Committee assignments: Compensation Committee member (Chair: Michael Cramer); other 2024-2025 Board committees and chairs—Audit (Chair: Susan E. Cates), Nominating & Governance (Chair: Jerry Fowden, lead independent director), Sustainability (Chair: Allison Spector), Integration (Chair: Michael Cramer) .
- Independence: Board identified specific independent directors; Mr. Lee is not listed among independent directors and is explicitly non‑independent on the Compensation Committee during phase‑in .
- Attendance: In fiscal 2024 (post‑Closing), the Board met once and each incumbent director attended at least 75% of aggregate Board/committee meetings during their service period .
- Lead Independent Director: Jerry Fowden appointed lead independent director for 24 months post‑Closing, with defined responsibilities over executive sessions and scheduling .
- Controlled company status: One Rock held 57.5% as of Feb 12, 2025 (post Class B conversion), triggering change in control; following a secondary offering closing Mar 12, 2025, ORCP ownership fell to 44.4%. PRMB ceased to be a “controlled company” as of Mar 12, 2025 but may rely on NYSE phase‑in governance exemptions until Mar 12, 2026 .
Fixed Compensation
| Component | Amount/Status | Notes |
|---|---|---|
| Annual cash retainer | None | PRMB policy: Directors who are One Rock employees do not receive compensation for serving on the Board . Tony W. Lee is a One Rock Managing Partner . |
| Committee membership fees | None | One Rock employees do not receive director compensation . |
| Committee chair fees | None | Not applicable—Mr. Lee is a committee member, not chair . |
| Meeting fees | None | One Rock employees do not receive director compensation . |
Performance Compensation
| Equity Component | Grant Date | Shares/Units | Vesting | Terms |
|---|---|---|---|---|
| Director equity awards (RSUs/DSUs) | Not applicable | None | N/A | PRMB policy states One Rock employees do not receive Board compensation (cash or equity) . |
Other Directorships & Interlocks
| Company | Role | Interlock / Potential Conflict |
|---|---|---|
| One Rock portfolio companies (various) | Director | Sponsor-related interlocks; PRMB recorded $53.6M in fees/management costs in 2024 to One Rock and advisors; PRMB purchased $30.9M of materials from Alltrista Plastics LLC, a One Rock portfolio company . |
| BlueTriton Brands | Director (pre-Transaction) | Integration lineage; sponsor governance rights flowed into PRMB via Stockholders Agreement . |
Expertise & Qualifications
- Private equity sponsorship and portfolio governance; deep managerial and leadership experience; sector expertise in chemicals and industrials; knowledge of BlueTriton’s business pre‑merger .
- M&A and corporate strategy experience; risk management exposure via sponsor oversight structures .
Equity Ownership
| Date / Context | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Feb 12, 2025 (post Class B conversion) | 218,618,368 | 57.5% | One Rock became controlling person; PRMB had 380,155,260 shares outstanding at Record Date . |
| Mar 12, 2025 (post secondary offering) | 166,868,368 | 44.4% | Underwriters purchased 51,750,000 shares from Initial ORCP Stockholder; ORCP ownership fell below 50% . |
| Pledged Shares | Amount | Terms |
|---|---|---|
| Margin Loan collateral | 58,000,000 | Company granted limited lock‑up waiver; pledged shares carved out of offering lock‑up; no additional pledges permitted . |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Form | Type | Shares Transacted | Price | Post‑Transaction Ownership | Direct/Indirect | Link |
|---|---|---|---|---|---|---|---|---|
| 2025‑05‑12 | 2025‑05‑13 | 4 | Sale | 50,657,562 | 31.67 | 116,210,806 | Indirect | https://www.sec.gov/Archives/edgar/data/2042694/000095017025069857/0000950170-25-069857-index.htm |
Governance Assessment
- Board effectiveness: Mr. Lee brings sponsor oversight and transaction experience; he participates on the Compensation Committee during the phase‑in period, contributing to compensation governance and succession planning . However, he is not independent, and PRMB relies on NYSE phase‑in exemptions until up to Mar 12, 2026, which may limit full independent composition in the near term .
- Ownership alignment: Extremely high sponsor ownership aligns interests with long‑term equity value creation; subsequent sell‑down still leaves significant influence. The margin loan pledge of 58M shares introduces financing risk and potential forced selling pressure under adverse market conditions, a notable red flag for investor alignment .
- Related‑party exposure: PRMB paid $53.6M to One Rock/Fairmont/advisors in 2024 and purchased $30.9M from One Rock affiliate Alltrista—transactions approved under related‑party policy but representing material interlocks and potential conflicts requiring robust Audit Committee oversight .
- Independence/attendance: The Board and committees met their attendance expectations in 2024; Mr. Lee is not counted as independent and serves amid phase‑in compliance—investors should monitor transition to fully independent committee composition by deadlines .
RED FLAGS
- Pledged shares (58,000,000) under margin loan—collateralized sponsor stake raises risk of accelerated disposals under margin pressure .
- Non‑independent director on Compensation Committee during phase‑in; sponsor consent rights over significant capital and strategic actions concentrate governance power .
- Material related‑party spend with sponsor affiliates ($53.6M One Rock/advisors; $30.9M purchases from Alltrista) necessitates strong, transparent oversight and disclosure .
Notes on Committee Assignments, Chair Roles, and Expertise
| Committee | Members | Chair | Mr. Lee’s Role |
|---|---|---|---|
| Compensation | Cramer, Foss, Lee, Stanbrook | Michael Cramer | Member; not independent (phase‑in exemption) |
| Audit | Cates, Foss, Barker | Susan E. Cates | Not a member |
| Nominating & Governance | Fowden, Cramer, Prim, Reed | Jerry Fowden | Not a member |
| Sustainability | Spector, Bomhard, Reed, Stanbrook | Allison Spector | Not a member |
| Integration (ad hoc) | Cramer, Foss, Stanbrook | Michael Cramer | Not a member |
Director Compensation Structure and Policy
| Element | PRMB Policy | Implication for Tony W. Lee |
|---|---|---|
| Non‑employee director cash retainer | Allowed | One Rock employees do not receive compensation for Board service; thus no cash retainer paid to Mr. Lee . |
| Non‑employee director equity (RSUs/DSUs) | Allowed | One Rock employees do not receive Board equity; thus no director equity granted to Mr. Lee . |
Equity Ownership Details
| Item | Detail |
|---|---|
| Shares outstanding (Record Date) | 380,155,260 |
| Beneficial ownership attribution | Mr. Lee, as Managing Partner, may be deemed to share beneficial ownership via Triton Water Parent Holdings LP and Triton Water Equity Holdings LP (sponsor entities) . |