PRIMO BRANDS CLASS A CORP (PRMB)
Sector: Consumer Staples
2026 Annual Meeting Analysis
PRIMO BRANDS CLASS A CORP · Meeting: April 28, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Foss joined the board in November 2024 (within 24 months of the meeting date), making him exempt from the TSR trigger; no overboarding, attendance, or independence concerns apply to this executive director seat.
The company's 3-year total return of +40.1% outperforms the compensation peer group median by +50.9 percentage points, well below the 65-point threshold needed to trigger a vote against at this positive return level, and no other flags apply.
The company's strong 3-year TSR relative to peers clears all policy thresholds, Cates chairs the audit committee with disclosed financial expertise, and no overboarding or attendance issues are noted.
No TSR trigger fires given the company's peer-relative outperformance; Cramer holds relevant food-and-beverage industry experience and no overboarding or attendance concerns are identified.
As lead independent director with deep beverage-industry and M&A experience, Fowden passes all TSR, overboarding, and attendance screens.
Lee joined the board in November 2024 (within 24 months of the meeting), exempting him from the TSR trigger; no other adverse flags are present.
Pak joined the board in January 2026, well within the 24-month new-director exemption window, and brings relevant global food-manufacturing leadership experience.
Founder with extensive knowledge of the business; the company's 3-year peer-relative TSR gap of +50.9 percentage points does not meet the 65-point threshold required to trigger a vote against, and no other policy flags apply.
Spector is a new nominee (previously served only from November 2024 to May 2025, well within the 24-month exemption window), and no overboarding, attendance, or qualification concerns are present.
Stanbrook's tenure overlaps with a period of strong peer-relative TSR outperformance (+50.9 percentage points over 3 years), so no TSR trigger fires, and no other adverse flags are identified.
All ten director nominees receive a FOR vote. The company's 3-year total shareholder return of +40.1% outperforms the compensation peer group median by +50.9 percentage points — well short of the 65-point gap required to trigger a vote against at this return level. Several directors joined within the past 24 months and are exempt from the TSR trigger entirely. No overboarding, attendance below 75%, or independence concerns were identified across the slate.
Say on Pay
✓ FORCEO
Eric Foss
Total Comp
$14,908,091
Prior Support
99%%
CEO Eric Foss joined in November 2025 and received total reported compensation of approximately $14.9 million for a partial year, the bulk of which consists of equity awards (an annual grant valued at ~$7.2 million and a one-time hiring award valued at ~$7.2 million) — meaning well over 60% of his pay is variable and tied to future stock performance relative to a named peer group, satisfying the pay-mix standard. No annual cash bonuses were paid to any named executive officer for 2025 because the company missed its financial performance thresholds on all three metrics (EBITDA, cash flow, and revenue), demonstrating genuine pay-for-performance alignment. The prior Say on Pay vote received 99% support, the company has a meaningful clawback policy, and the overall compensation structure is performance-oriented with no material governance concerns.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
19 yrs
Audit Fees
$5,723,100
Non-Audit Fees
$830,800
Non-audit fees (tax fees of $728,800 plus all other fees of $102,000, totaling $830,800) represent approximately 14.5% of audit fees of $5,723,100, well below the 50% threshold that would raise independence concerns. PwC served as Primo Water's auditor since 2007 but became auditor of the combined Primo Brands entity only upon completion of the merger in November 2024, resetting the tenure clock to under two years for the new combined company; even counting the legacy Primo Water relationship the tenure is approximately 19 years, below the 25-year trigger. PwC is a Big 4 firm fully appropriate for a $7 billion market-cap company, and no material restatements were disclosed.
Overall Assessment
The 2026 Primo Brands annual meeting presents a clean ballot with no adverse flags: all ten director nominees pass TSR, overboarding, and attendance screens against a backdrop of strong 3-year peer-relative outperformance; PricewaterhouseCoopers passes all auditor ratification tests with a low non-audit fee ratio and sub-threshold tenure; and the Say on Pay program earns support based on a majority-variable pay structure, zero bonuses paid in a year targets were missed, and 99% prior-year shareholder approval. All three proposals receive a FOR vote determination.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing