Pamela Stewart
About Pamela Stewart
Pamela Stewart (age 49) is an independent Class II director of Utz Brands, Inc., first appointed in January 2022; her current term expires at the 2025 Annual Meeting, and she is nominated for re‑election to serve until the 2028 meeting . She is Chief Customer Officer – Retail North America at The Coca‑Cola Company (since Jan 2023), with 20+ years of leadership across finance, revenue growth management, sales, operations, and general management . Education: B.B.A. (Georgia State University), M.B.A. (Oglethorpe University), Harvard Business School executive education .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Coca‑Cola Company | Chief Customer Officer – Retail North America | Jan 2023–present | Leads North America retail customer strategy |
| The Coca‑Cola Company | President, West Zone Operations, North America Operating Unit | Jan 2021–Dec 2022 | Operational leadership across large geography |
| The Coca‑Cola Company | SVP, National Retail Sales | Dec 2018–Dec 2020 | National retail execution |
| The Coca‑Cola Company | VP, National Retail Sales – Publix | Mar 2015–Dec 2018 | Key account leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GLAAD | Chair of the Board | Nov 2016–Nov 2022 | Non‑profit leadership |
| Retail Industry Leaders Association | Director | Since Jan 2023 | Industry association |
| National Restaurant Association | Director | Since Jan 2022 | Industry association |
| 3DE by Junior Achievement | Director | Since Nov 2020 | Education non‑profit |
| Coca‑Cola Scholars Foundation | Director | Since Jan 2021 | Education foundation |
| Food Marketing Institute Foundation | Director | Since Jan 2023 | Industry foundation |
| OUT Leadership | Global Advisory Board | Since Jan 2021 | Business leadership network |
Board Governance
- Committee assignments: Compensation Committee member; the committee met five times in FY2024 .
- Independence: Designated independent under NYSE rules; 10 of 12 board members are independent .
- Attendance: Board met seven times in 2024; each incumbent director attended ≥75% of meetings; aggregate board attendance >95%. Committee attendance rates were at least 95% .
- Lead Independent Director: Roger Deromedi; frequent executive sessions of non‑management directors are held .
| Governance Metric | Value |
|---|---|
| Board meetings (FY2024) | 7 |
| Compensation Committee meetings (FY2024) | 5 |
| Board attendance | ≥75% for each incumbent; >95% aggregate |
| Committee attendance | ≥95% for members |
| Independence status | Independent director |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Director) | $87,500 | Standard non‑employee director retainer |
| Committee chair fees | N/A | Only chairs receive additional fees; Stewart not a chair |
| Meeting fees | None disclosed | Program does not specify per‑meeting fees |
| Total cash earned (FY2024) | $87,500 | As reported |
Performance Compensation
| Equity Component | Grant Value (FY2024) | Instrument | Vesting Terms |
|---|---|---|---|
| Annual equity retainer | $134,730 | RSUs | Vests on earlier of 1‑year anniversary or next annual meeting; initial grant prorated if partial year |
| RSUs held (as of 12/29/2024) | 7,420 | RSUs | RSUs scheduled to vest within 60 days of record date |
Compensation Committee performance metrics (company plan oversight):
| Metric | Weight | FY2024 Target | FY2024 Actual/Payout Basis |
|---|---|---|---|
| Adjusted EBITDA | 50% | $200M | Achieved; 100% payout for this component |
| Net Sales | 30% | $1,442M | Actual $1,409.3M; 68% payout for this component |
| OGSM objectives | 20% | Committee‑assessed | 110% payout for OGSMs |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Private/non‑profit/industry boards | See External Roles above |
| Interlocks/competitor/customer overlaps | None disclosed; Compensation Committee reported no Item 404 relationships or interlocks in FY2024 |
Expertise & Qualifications
- Senior CPG commercial leadership: sales, operations, revenue growth management, and retail customer strategy .
- Board and industry engagement across major retail and food associations, indicating stakeholder connectivity and sector insight .
- Formal business education: B.B.A., M.B.A., and executive education at HBS .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 27,971 | 20,551 shares plus 7,420 RSUs vesting within 60 days; <1% of Class A |
| RSUs vesting within 60 days | 7,420 | As of record date |
| Shares pledged as collateral | None | Company states no pledges by directors/officers |
| Ownership guidelines | 5× annual board retainer (directors) | Policy statement |
| Compliance with guidelines | In compliance (FY2024) | Company reports all directors were compliant |
Governance Assessment
-
Strengths
- Independent director with deep retail/CPG expertise; serves on Compensation Committee that met five times in FY2024, supporting active oversight of pay and performance .
- Strong board/process indicators: high attendance (>95% aggregate), frequent executive sessions, and clear committee charters .
- Director pay mix aligns with ownership: cash retainer plus RSUs; company enforces 5× retainer stock ownership guidelines and prohibits hedging/short‑sales; directors in compliance in FY2024 .
- Compensation Committee independence affirmed; no Item 404 related‑party relationships or interlocks in FY2024; use of independent consultant (F.W. Cook) .
-
Potential risks/considerations
- Stewart’s senior executive role at The Coca‑Cola Company could raise perceived external affiliation risk; however, Utz discloses no related‑party transactions involving Stewart and none for the Compensation Committee in FY2024 .
- Investor Rights Agreement grants designation and consent rights to Continuing Members/Sponsor, which can influence board composition and approvals; not Stewart‑specific but relevant to overall board dynamics .
RED FLAGS: None disclosed specific to Stewart (no related‑party transactions; no share pledging; committee independence affirmed) . Broader structural considerations under the Investor Rights Agreement warrant ongoing monitoring for board independence and shareholder alignment .