Jason Giordano
About Jason Giordano
Jason Giordano (age 46) is an independent Class I director of Utz Brands, Inc., serving since August 2020 (initially at Collier Creek from 2018) with a current term expiring at the 2027 annual meeting. He is Senior Managing Director at CC Capital; prior roles include Managing Director at Blackstone, private equity at Bain Capital, and investment banking at Goldman Sachs. He holds an AB in Economics from Dartmouth College (high honors) and an MBA from Harvard Business School (Baker Scholar) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackstone (Private Equity Group) | Managing Director | 2006–Oct 2017 | Oversaw consumer, education, packaging, chemicals investments; involved in 12 acquisitions totaling >$10B |
| Bain Capital | PE investment professional | Not disclosed | Not disclosed |
| Goldman Sachs | Investment banker | Not disclosed | Not disclosed |
| Pinnacle Foods, Inc. | Director | 2007–Sep 2015 | Not disclosed |
| Crocs, Inc. (Nasdaq: CROX) | Director | Jan 2015–Oct 2017 | Not disclosed |
| AVINTIV | Director | Jan 2011–Oct 2015 | Not disclosed |
| Ascend Learning, LLC | Director | Jul 2017–Oct 2017 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CC Capital | Senior Managing Director | Nov 2018–present | Affiliates indirectly own Utz securities via CC Collier Holdings LLC |
| CC Neuberger Principal Holdings II | EVP, Corporate Development | Jul 2020–Jul 2022 | SPAC role |
| CC Neuberger Principal Holdings III | EVP, Corporate Development | Aug 2020–Nov 2023 | SPAC role |
| Dartmouth Rockefeller Center Board of Visitors | Member | Current | Not disclosed |
Board Governance
- Independence: The Board determined Giordano and all committee members are “independent” under NYSE and SEC rules .
- Committees: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Board/Committee activity: Board met 7 times in FY2024; all incumbent directors attended ≥75%, aggregate attendance >95%; committee meeting attendance ≥95% . Compensation Committee met 5 times; Nominating & Governance met 4 times; Audit met 8 times .
- Executive sessions: Non-management directors hold executive sessions regularly, fostering independent oversight .
- Class/Term: Class I director; term expires in 2027 .
Fixed Compensation
| Component | Detail | 2024 Amount | Notes |
|---|---|---|---|
| Annual Board Retainer (Cash) | Non-employee director | $87,500 | Payable quarterly in arrears |
| Chair Fee (Cash) | Compensation Committee Chair | $15,000 | Payable quarterly |
| Equity Retainer (RSUs) | Annual grant fair value | $130,000 | Vests at earlier of one year or next annual meeting |
| Total Paid to Giordano (Cash) | Fees earned | $102,500 | Retainer + chair fee |
| Total Granted to Giordano (Equity) | Stock awards (ASC 718) | $134,730 | RSU grant fair value |
| Total Director Compensation | Aggregate | $237,230 | Sum of cash + equity |
| RSUs Outstanding (as of 12/29/2024) | Units | 7,420 | Non-employee director RSUs count |
Performance Compensation
- Director equity is time-based RSUs; there are no disclosed performance metrics for director awards. Annual director RSUs vest on the earlier of the one-year anniversary of grant or the next annual meeting .
Other Directorships & Interlocks
- Current public company directorships: None disclosed in the proxy for Giordano .
- Committee interlocks: Compensation Committee members (including Giordano) were not officers/employees of Utz; no interlocks requiring Item 404 disclosure; no reciprocal committee service by Utz executives elsewhere .
Expertise & Qualifications
- Deep investment, acquisition, and consumer sector expertise; strong network across consumer and related sectors; prior public and private board experience .
Equity Ownership
| Holder | Security | Amount | % | Notes |
|---|---|---|---|---|
| Jason K. Giordano | Class A Common Stock (beneficial) | 5,383,883 | 6.12% | Includes 3,456,463 Class A shares (709,647 joint with spouse), 7,420 RSUs vesting within 60 days, and 1,920,000 shares issuable upon exercise of Private Placement Warrants; no pledging disclosed . |
| Jason K. Giordano | Total Voting Power | — | 3.76% | As reported in beneficial ownership table . |
| Outstanding shares (reference) | Class A | 86,061,753 | — | Measurement Date basis . |
| Group note (CC Collier Holdings LLC) | Class A shares | 496,038 | — | Held by CC Collier Holdings LLC; if Chu and Giordano deemed a Section 13(d) group: 3,952,501 Class A and 4,800,000 warrants (disclaimed) . |
Governance Assessment
- Strengths:
- Independent director leading Compensation Committee; active committee cadence supports oversight of pay practices .
- High shareholder support for executive pay (99% say-on-pay approval in prior year), indicating alignment in compensation governance .
- Stock ownership guidelines require non-employee directors to hold 5× annual retainer; the company reports all directors in compliance, increasing alignment .
- No pledging of shares by directors or officers reported, reducing alignment risk; strict insider trading and anti-hedging restrictions in place .
- Watch items / potential conflicts:
- CC Capital affiliation and significant personal/related holdings; Investor Rights Agreement grants registration, nomination, and information-sharing rights (directors may share Company info with nominating parties), raising potential perceived conflicts and information flow risks; mitigated by independence standards and Audit Committee review of related-party transactions .
- Complex governance rights for Continuing Members/Sponsor under Investor Rights Agreement (consent rights and nomination rights), which may influence board composition and certain corporate actions; Board fiduciary duties and standstill provisions apply .
RED FLAGS: Information-sharing permission in the Investor Rights Agreement for nominated directors to share company information with their nominating party; requires careful handling to avoid MNPI leakage and ensure equal treatment of shareholders .
Positive Signal: Large beneficial ownership by Giordano suggests strong alignment with shareholder value creation .
Notes on Attendance & Engagement
- Board attendance in FY2024 exceeded 95% aggregate, with each incumbent director at ≥75%; committees recorded ≥95% attendance. Directors are strongly encouraged to attend annual meetings; all but one attended the 2024 meeting .
Related Party / Structural Agreements
- Investor Rights Agreement: Provides registration rights, nomination/voting arrangements, consent rights for certain actions, and director information-sharing provisions; termination occurs when groups fall below thresholds .
- Standstill Agreement: Limits proxy solicitation and certain governance actions by Continuing Members, Sponsor, Founder Holders while nomination rights persist .
- Related-party transaction policy: Audit Committee must approve transactions over $120,000 involving related persons .
Director Stock Ownership Guidelines
| Role | Minimum Ownership Requirement |
|---|---|
| Non-employee Directors | 5× annual Board retainer |
Company reports all directors were in compliance during FY2024 .
Director Compensation Mix (2024)
| Type | Cash ($) | Equity Fair Value ($) | Total ($) |
|---|---|---|---|
| Jason Giordano | 102,500 | 134,730 | 237,230 |
Insider Trades
- No Form 4 transaction data disclosed in the proxy; beneficial ownership and RSU/warrant positions are provided above. Skip if not disclosed.
Conclusion
- Giordano’s role as Compensation Chair, independent status, high attendance and adherence to stock ownership guidelines support board effectiveness. His CC Capital affiliation and information-sharing rights under the Investor Rights Agreement are governance watch items; ongoing reliance on Audit Committee oversight and enforcement of the related-party policy is important to mitigate perceived conflicts .