Roger Deromedi
About Roger Deromedi
Lead Independent Director at Utz Brands since December 2022; previously Chairperson (Aug 2020–Dec 2022) and Co‑Executive Chairperson of Collier Creek before the Utz SPAC business combination. Age 71; MBA, Stanford Graduate School of Business; BA in Economics and Mathematics, Vanderbilt University. Tenure on Utz-related boards dates to 2018; current Class III term runs through the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Utz Brands, Inc. | Chairperson; Lead Independent Director | Chair: Aug 2020–Dec 2022; LID: Dec 2022–present | Board leadership and governance; transition to independent chairmanship structure |
| Collier Creek Holdings (SPAC) | Co‑Executive Chairperson | Jun 2018–Aug 2020 | Led SPAC combination with Utz; board leadership |
| Pinnacle Foods | Chair (Executive, Non‑Exec, then Lead Independent) | 2007–2018; Lead Independent: Apr 2016–Oct 2018 | Oversaw multi‑brand acquisitions (Birds Eye, Wishbone, Gardein, Boulder); integration execution |
| The Kraft Foods Company | CEO; Co‑CEO; President (various regions) | 2001–2006; CEO 2003–2006 | IPO execution (~$8.7B gross proceeds), global integration, multi‑region leadership |
| The Gillette Company | Director | 2003–2005 | Board role until merger with Procter & Gamble |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Joffrey Ballet | Director | Current | Non‑profit governance |
| Field Museum | Life Trustee | Current | Non‑profit governance |
Board Governance
- Independence: Considered independent under NYSE rules; 10 of 12 directors independent overall .
- Lead Independent Director: Elected Dec 15, 2022; coordinates independent director sessions and governance effectiveness .
- Committee memberships:
- Audit Committee member; committee met 8 times in FY2024 .
- Compensation Committee member; committee met 5 times in FY2024 and issued CD&A report (signatory) .
- Attendance: Board met 7 times; incumbent directors attended ≥75% of meetings, with aggregate Board attendance >95% and committees ≥95% .
- Executive sessions: Frequent sessions of non‑management directors; all but one director attended the 2024 annual meeting .
Fixed Compensation (Director)
| Component | FY2024 Amount | Details |
|---|---|---|
| Board cash retainer | $87,500 | Standard non‑employee director retainer |
| Lead Independent Director retainer | $25,000 | Additional cash retainer for LID role |
| Committee chair fees | $0 | Not a chair (Audit Chair: Steeneck; Comp Chair: Giordano) |
| Total fees earned (cash) | $112,500 | Reported FY2024 |
| Equity retainer (RSUs grant-date fair value) | $134,730 | Annual RSUs, vest at next annual meeting or one‑year anniversary |
| Total reported compensation | $247,230 | Cash + equity |
Performance Compensation (Director)
- Structure: Director equity retainer granted as time‑based RSUs; no performance metrics (no PSUs/options for director program) . | Equity Award | Grant Value | Units Held (12/29/2024) | Vesting Terms | |---|---|---|---| | Annual RSU (director retainer) | $134,730 | 7,420 RSUs | Vests on earlier of one‑year anniversary or next annual meeting |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Notes |
|---|---|---|---|
| Pinnacle Foods (past) | Packaged foods | Chair (various forms) | Deep CPG experience; no current interlock disclosed |
| Kraft (past) | Global food | CEO/Co‑CEO; Director | Prior executive leadership; no current interlock disclosed |
| Gillette (past) | Consumer products | Director | Historical board role |
| Collier Creek (SPAC; past) | Financial/CPG | Co‑Executive Chair | Sponsor history; see IRA rights context below |
Expertise & Qualifications
- CPG operations, large‑scale integrations, and M&A execution (Pinnacle acquisitions; Kraft IPO and global integration) .
- Financial and strategic governance experience as chair/lead independent director .
- Education: MBA (Stanford), BA Econ/Math (Vanderbilt) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Class A shares (beneficial ownership) | 6,751,538 | 7.63% of Class A; 4.69% of total voting power |
| Private Placement Warrants (Class A underlying) | 2,400,000 | Held via Revocable Trust; exercisable into Class A |
| Trust holdings (Class A) | 360,000 (Irrevocable Trust); 461,401 (2021 GRAT); 1,000,000 (2024 GRAT 1); 1,000,000 (2024 GRAT 2) | Trustee roles and beneficial ownership as described; irrevocable trust disclaimed except for pecuniary interest |
| RSUs vesting within 60 days | 23,379 | Short‑term vesting window |
| Shares pledged as collateral | None | Company disclosure indicates no pledges |
| Ownership guidelines | 5x annual Board retainer for non‑employee directors; LID 6x | Company reports all directors in compliance in FY2024 |
Governance Assessment
- Positives:
- Independent LID role with active committee service (Audit and Compensation) supports board oversight and risk management (Audit ERM/cyber; Comp pay‑risk review) .
- Strong attendance culture and frequent executive sessions; board met 7 times; committees robustly active .
- Significant personal ownership (7.63% Class A) without pledging; director stock ownership guidelines in full compliance, indicating alignment with shareholders .
- Restrictions on hedging/short‑sales; clawback policies in place for executives; committee authority to retain independent advisors enhances governance quality .
- Watch items / potential conflicts:
- Historic SPAC sponsor involvement and ongoing Investor Rights Agreement (IRA) nomination/consent rights for Sponsor/Continuing Members could create perceived influence dynamics; Deromedi holds private placement warrants via trust and previously chaired Collier Creek (monitor independence in context of IRA provisions) .
- Related‑party transactions at the company level include fees to Sageworth Trust (linked to director Timothy Brown) and family employment of the Chair (not involving Deromedi), but indicate the need for continued Audit Committee oversight of related‑party matters .
Overall signal: Strong governance credentials and alignment via substantial ownership, balanced by legacy sponsor structures requiring sustained oversight to mitigate perceived influence risks .
Notes on Compensation Committee Practices and Shareholder Signals
- Committee independence affirmed; no Item 404 conflicts reported for Compensation Committee members; independent consultant F.W. Cook retained with no conflicts .
- Say‑on‑pay support: >99% approval in prior year, indicating broad investor confidence in pay practices .
References to Policies
- Insider trading and anti‑hedging policy prohibits short sales, options/derivatives, and hedging/monetization transactions for directors and associates .
- Clawback and forfeiture policy updated Oct 2023 for Section 16 officers; equity clawbacks for restrictive covenant breaches under Omnibus Plan .