Antonio Fernandez
About Antonio Fernandez
Antonio Fernandez (age 65) is an independent Class II director of Utz Brands; he joined the Utz board in August 2020 after serving on Collier Creek’s board from October 2018 to August 2020. He is President of AFF Advisors, LLC and previously held senior supply chain leadership roles at Pinnacle Foods (EVP & Chief Supply Chain Officer), Kraft Foods, and Cadbury; he holds a B.S. in Chemical Engineering from Lafayette College . He is designated as a Sponsor Nominee under Utz’s Investor Rights Agreement and is classified as independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinnacle Foods | EVP & Chief Supply Chain Officer | Feb 2011 – Jun 2016 | Led “maximizing value through productivity” initiatives delivering ~4% annual gross savings; key leader in acquisition integration and synergies |
| Kraft Foods, Inc. | SVP, Operations Excellence | 2010 – 2011 | Operations excellence leadership |
| Cadbury PLC | Chief Supply Chain Officer; senior supply chain roles | 2000 – 2010 (Chief SC 2008–2010) | Managed ~$7B cost base, 67 plants, >20,000 employees |
| Dr Pepper; PepsiCo; Procter & Gamble | Various supply chain/related roles | Prior to 2000 | Supply chain and related functions |
| McKinsey & Company | Senior Advisor | Jul 2017 – Aug 2019 | Advisory role |
| AFF Advisors, LLC | President | Current | Supply chain performance consulting, deal due diligence and integrations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Americold Realty Trust (NYSE: COLD) | Director | Since May 2019 | World’s largest publicly traded cold storage REIT |
| Liberty Property Trust (NYSE: LPT) | Director | Nov 2014 – Feb 2020 | REIT; board service until merger with Prologis |
| Green Rabbit (private) | Director | Feb 2021 – Aug 2023 | E-commerce cold chain logistics provider |
| Lafayette College | Trustee | Since May 2017 | Academic trustee |
Board Governance
- Committee assignments: Audit Committee member; not a chair of any committee .
- Independence: Marked independent in board summaries; Utz reports 10 of 12 directors are independent under NYSE rules .
- Nomination source: Sponsor Nominee per Investor Rights Agreement, indicating sponsor-affiliation in nomination rights .
- Attendance and engagement: In 2024, the Board met 7 times with aggregate attendance >95%, and committees had ≥95% attendance; each director attended ≥75% of applicable meetings . Audit Committee met 8 times; Compensation 5; Nominating & Governance 4 .
- Executive sessions: Non-management directors meet in executive session for a portion of most Board meetings; Lead Independent Director structure in place .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $87,500 | Standard non-employee director cash retainer |
| Chair fees | $0 | No chair roles (Audit chair $25k, Comp $15k, N&G $10k) |
| Equity retainer (RSUs) | $134,730 | Annual RSU grant; vests on earlier of one year or next annual meeting |
| Total director compensation (FY2024) | $222,230 | Sum of cash and equity |
Ownership guidelines for directors: 5× annual Board retainer; Utz reports all directors complied in FY2024 .
Performance Compensation
Directors do not receive performance-based pay at Utz; equity retainer is time-based RSUs that vest on the earlier of one year or the next annual meeting. No TSR/financial targets are applied to director equity .
| Metric | Applicable to Director Pay? | Notes |
|---|---|---|
| Adjusted EBITDA | No | Used for executive ABP, not director compensation |
| Net Sales | No | Used for executive ABP, not director compensation |
| Relative TSR | No | Applies to executive PSUs; directors receive time-based RSUs |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Note |
|---|---|---|
| Americold Realty Trust (NYSE: COLD) | Director | Industry adjacency (cold storage/logistics); Utz discloses no related-party transactions involving Fernandez |
| Liberty Property Trust (NYSE: LPT) | Director (former) | Ended with merger; no current interlock |
| Green Rabbit (private) | Director (former) | Ended Aug 2023; no current interlock |
No compensation committee interlocks disclosed for Fernandez in FY2024; the 2024 Compensation Committee comprised Giordano, Altmeyer, Deromedi, and Stewart .
Expertise & Qualifications
- Deep supply chain leadership across CPG, confectionery, and beverages; proven productivity programs and M&A integration experience .
- Chemical engineering education and trustee role at Lafayette College .
- Public REIT board experience (Americold; Liberty), enhancing logistics/operations oversight .
Equity Ownership
| Item | Amount | As-of | Notes |
|---|---|---|---|
| Class A shares owned | 236,933 | Mar 4, 2025 | Beneficial ownership per proxy |
| RSUs vesting within 60 days | 7,420 | Mar 4, 2025 | Director RSUs pending vest |
| Ownership as % of Class A | <1% | Mar 4, 2025 | “*” indicates less than 1% |
| Shares pledged | None | Mar 4, 2025 | Utz states no pledging by directors/officers |
| Post-award holdings | 246,606 | Apr 24, 2025 | Form 4 award of 9,673 shares on 4/24/2025 (A-type award) |
Insider transactions (Form 4):
- 2024-04-24: Award (A), 7,420 shares; post-transaction holdings 236,933 .
- 2025-04-24: Award (A), 9,673 shares; post-transaction holdings 246,606 .
Governance Assessment
-
Strengths:
- Independent director with relevant CPG/supply chain expertise; active Audit Committee member supporting financial oversight and risk management .
- Strong attendance and committee engagement; Audit met 8× in 2024; Board ≥95% aggregate attendance .
- Alignment policies: 5× retainer ownership guideline (in compliance), prohibition on hedging/short sales; no pledging .
-
Potential Watch Items:
- Sponsor Nominee designation could signal sponsor-affiliation; however, Utz affirms independence under NYSE rules .
- Industry adjacency via Americold board seat (cold storage/logistics). Utz discloses no related-party transactions involving Fernandez; continue monitoring future transactions for potential conflicts .
RED FLAGS: None disclosed involving Fernandez—no related-party transactions, no pledging, and no committee interlocks noted in FY2024 .