DEF 14A of Primo Brands Corp, Mar 20, 2025

DEF 14A of Primo Brands Corp

Filed Mar 20, 2025 · FY20240001140361-25-009675

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The current term of office of the Company’s thirteen directors expires at the Annual Meeting. At the Annual Meeting, thirteen directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2026 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. We currently have thirteen directors on our Board and the size of our Board is set at thirteen directors. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the thirteen nominees receiving the highest number of affirmative “FOR” votes will be elected as directors. Votes withheld and broker non-votes will have no effect on the outcome of the vote on this proposal. Under the Stockholders Agreement, the Sponsor Stockholders have been deemed to have designated Kurtis Barker, Michael Cramer, Tony W. Lee, C. Dean Metropoulos, Kimberly Reed and Allison Spector for election to our Board. The other director nominees were initially designated to serve on our Board by Primo Water in connection with the consummation of the Transaction. As a result of the Stockholders Agreement and the aggregate voting power of the parties to that agreement as of the Record Date, we expect that One Rock will control the election of directors at Primo Brands because, as of the Record Date, One Rock held more than 50% of the voting power in the election of directors at the Annual Meeting. Following the Record Date, One Rock’s ownership of our Common Stock decreased below 50%. For more information, see “Corporate Governance-Stockholders Agreement”. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented by the proxy for the election as directors the persons whose names and biographies appear below. All of the persons whose names and biographies appear below are currently serving as our directors. In the event any of the nominees should become unable to serve or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Sponsor Stockholders, as applicable, or the Board may reduce its size in the manner described in our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected.

  2. INFORMATION AS TO NOMINEES FOR DIRECTOR

    INFORMATION AS TO NOMINEES FOR DIRECTOR The nominees for election to the Board are as follows:

  3. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | Name | Age | Positions with Primo Brands | | Robbert Rietbroek | 51 | Chief Executive Officer and Director | | C. Dean Metropoulos* | 78 | Non-Executive Chairman | | Kurtis Barker* | 64 | Director | | Britta Bomhard | 56 | Director | | Susan E. Cates | 54 | Director | | Michael Cramer* | 72 | Director | | Eric J. Foss | 66 | Director | | Jerry Fowden | 68 | Director | | Tony W. Lee* | 52 | Director | | Billy D. Prim | 69 | Director | | Kimberly Reed* | 52 | Director | | Allison Spector* | 41 | Director | | Steven P. Stanbrook | 67 | Director |

  4. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | * Designated to serve by the Sponsor Stockholders |

  5. INFORMATION AS TO NOMINEES FOR DIRECTOR

    The principal occupations and business experience, for at least the past five years, of the director nominees are as follows:

  6. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | ROBBERT RIETBROEK | Age 51 |

  7. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Robbert Rietbroek has served as our Chief Executive Officer (“CEO”) since November 2024. He served as the CEO and a director of Primo Water from January 2024 to November 2024. Mr. Rietbroek is a seasoned executive with more than 25 years of experience at Fortune 500 companies, including as Senior Vice President and General Manager, responsible for Quaker Foods North America, a reported sector of PepsiCo, from 2018 until 2023. Prior to his role at Quaker Foods North America, Mr. Rietbroek was a Senior Vice President and General Manager of PepsiCo Australia and New Zealand from 2015 until 2018. Before his tenure at PepsiCo, Mr. Rietbroek served as Vice President and General Manager—Australia, New Zealand, Pacific Islands from 2012 until 2015 and Vice President and Global Sector Leader—Baby and Child Care at Kimberly-Clark from 2012 until 2015. Mr. Rietbroek served in a variety of management and marking roles at Proctor & Gamble in North America, Latin America, Europe, the Middle East and Africa from 1996 until 2012. Mr. Rietbroek is well qualified to serve on our board of directors because of his experience with Primo Water, including in his capacity as CEO.

  8. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | C. DEAN METROPOULOS | Age 78 |

  9. INFORMATION AS TO NOMINEES FOR DIRECTOR

    C. Dean Metropoulos has served as the Chairman of our Board since November 2024. He previously served as Chairman of BlueTriton’s board of directors from March 2021 to November 2024. Mr. Metropoulos served as the Chairman of the board of directors of Gores Metropoulos, Inc., a special purpose acquisition company, from its inception in August 2018 until the completion of its acquisition of Luminar in December 2020, and as the Chairman of Gores Metropoulos II, Inc., also a special purpose acquisition company from July 2020 to January 2022. He also previously served as the Executive Chairman of the board of directors of Hostess, a snack food manufacturer, from November 2016 until December 2020, and served as the Executive Chairman of certain subsidiaries of Hostess and a member of the board of directors of Hostess since 2013. Mr. Metropoulos also served on the board of directors of Pabst Brewing Company until 2014. Mr. Metropoulos is well qualified to serve on our board of directors because of his experience with BlueTriton, including in his capacity as Chairman.

  10. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | KURTIS BARKER | Age 64 |

  11. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Kurtis Barker has served as a member of our Board since November 2024 and has significant experience in route- and branch-based business services companies. He previously served as a member of BlueTriton’s board of directors from March 2021 to November 2024. Mr. Barker has been an Operating Partner in the Business and Environmental Services vertical for One Rock since 2011. In his role, Mr. Barker serves, and has in the past served, as a director of One Rock’s portfolio companies and affiliated entities, including BrightView Holdings, Inc. since August 2023, a commercial landscape company. Mr. Barker is well qualified to serve on our board of directors because of his experience with BlueTriton and his experience with route-based business services companies.

  12. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | BRITTA BOMHARD | Age 56 |

  13. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Britta Bomhard has served as a member of our Board since November 2024. She previously served on the Board of Primo Water from November 2018 to November 2024 and as its lead independent director from May 2023 to November 2024. She is the co-founder of Encourage-Ventures, a start-up investment network, which she founded in 2021. From 2022 to 2023, Ms. Bomhard was a Fellow at the Distinguished Careers Institute at Stanford University in the area of new technologies and climate change. Prior to that role, she was with Church & Dwight Co., Inc., an S&P 500 company and maker of Arm & Hammer baking soda and other branded household, personal care, and specialty products, as the company’s Executive Vice President and Chief Marketing Officer from 2016 to 2021 and President of Europe from 2013 to 2016. Ms. Bomhard has served on the board of Agrolimen SA since 2024, a privately-owned Spanish-based international manufacturer of human and pet food, and is an advisor to Village Capital, an accelerator to impact start-ups addressing social, economic, and environmental challenges around the world. Ms. Bomhard is well qualified to serve on our board of directors because of her experience with Primo Water with extensive experience in strategic planning, sales, e-commerce, digital and online marketing, operational improvement, and acquisition integration.

  14. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | SUSAN E. CATES | Age 54 |

  15. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Susan E. Cates has served as a member of our Board since November 2024. She previously served on the board of directors of Primo Water from May 2020 to November 2024. Ms. Cates served on the board of former Primo Water Corporation (“Legacy Primo”) for six years prior to its acquisition by Cott Corporation (“Cott”) (which resulting combined entity was Primo Water). She is the Managing Partner of Leeds Illuminate, a growth equity fund investing in portfolio companies with digital platforms in the Education and Workforce Development sectors, which she co-founded in 2020. From 2019 to 2021, Ms. Cates served as the Chief Executive Officer of the Association of College and University Educators. Prior to that role, from 2016 to 2017, she was the Chief Operating Officer of 2U, Inc., a leading education tech company that provides digital education services to universities around the world. From 2008 to 2020, she held a variety of roles at the University of North Carolina at Chapel Hill, including her role as Founding Executive Director of MBA@UNC from 2008 until 2016. She has served as a member of the board of advisors at the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill since 2016. Ms. Cates is well qualified to serve on our board of directors because of her experience with Primo Water and because of her extensive executive, financial, M&A, and digital innovation experience.

  16. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | MICHAEL CRAMER | Age 72 |

  17. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Michael Cramer has served as a member of our Board since November 2024. Previously, he served as a member of BlueTriton’s board of directors from March 2021 to November 2024. From 2019 to 2022, Mr. Cramer served as a director of Gores Metropoulos, Inc., and from 2021 to 2022 he served as a director of Gores Metropoulos II. From 2013 to 2023, Mr. Cramer served as Executive Vice President, Chief Administrative Officer and Assistant Secretary of Hostess and its subsidiaries. From 2010 to 2017, Mr. Cramer served as Founding Director of the Texas Program in Sports and Media at the University of Texas at Austin, where he was also appointed as a Senior Lecturer. He continues to serve as a Senior Fellow in the Moody College of Communication at the University of Texas at Austin. Mr. Cramer is well qualified to serve on our board of directors because of his experience with BlueTriton and because of his extensive experience in the food and beverage industry.

  18. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | ERIC J. FOSS | Age 66 |

  19. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Eric J. Foss has served as a member of our Board since November 2024. He previously served on the board of directors of Primo Water from 2023 to November 2024 and has served as the Chairman of the board of Cineworld Group PLC, a leading cinema company since 2023. Previously, he served as the Chairman of the board of Aramark Corporation from 2015 to 2019 and as the company’s President and Chief Executive Officer from 2012 to 2019. From 2010 to 2011, Mr. Foss was the Chief Executive Officer of Pepsi Beverages Company. He is also a member of the board of directors of the Cigna Group and O-I Glass, Inc. and previously served on the boards of Selina Hospitality plc, Diversey Holdings, Ltd., Aramark, Pepsi Bottling Group, Inc., and UDR, Inc. Mr. Foss is well qualified to serve on our board of directors because of his experience with Primo Water and because of his extensive route-based industry experience as an executive at global companies in the food, beverage, and service industries, along with his experience serving as a public company director.

  20. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | JERRY FOWDEN | Age 68 |

  21. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Jerry Fowden has served as a member of our Board since November 2024. Mr. Fowden is the former Chairman of Primo Water, having served on Primo Water’s board of directors from 2009 to November 2024. Mr. Fowden was previously the Executive Chairman of Cott, a beverage company that acquired Legacy Primo, from 2018 to 2020. Prior to his role as Executive Chairman, Mr. Fowden served as the Chief Executive Officer of Cott from 2009 to 2018, as President of Cott’s international operating segment from 2007 to 2008, as Interim President of Cott’s North American business from 2008 to 2009, and as Interim President of Cott’s UK and European business from 2007 to 2009. Mr. Fowden is well qualified to serve on our board of directors because of his experience with Primo Water and because of his industry and extensive M&A and business integration experience.

  22. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | TONY W. LEE | Age 52 |

  23. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Tony W. Lee has served as a member of our Board since November 2024. He previously served as a member of BlueTriton’s board of directors from March 2021 to November 2024. Mr. Lee is a co-founder and Managing Partner of One Rock. In his role, Mr. Lee serves, and has in the past served, as a director of One Rock’s portfolio companies and affiliated entities. Prior to co-founding One Rock in 2010, Mr. Lee was a Managing Director at Ripplewood Holdings (“Ripplewood”), a private equity firm. Mr. Lee joined Ripplewood in 1997 and was responsible for Ripplewood’s efforts in the global chemicals and industrial sectors. Mr. Lee is well qualified to serve on our board of directors because of his extensive business, managerial, and leadership experience, as well as extensive knowledge of BlueTriton’s business.

  24. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | BILLY D. PRIM | Age 69 |

  25. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Billy D. Prim has served as a member of our Board since November 2024. Mr. Prim founded Legacy Primo in 2004. He served as a director of Primo Water from 2020 to November 2024. From 2017 to 2020, Mr. Prim served as the Executive Chairman of Legacy Primo. Prior to founding Legacy Primo, Mr. Prim founded Blue Rhino Corporation, which he led to an initial public offering in 1998. He previously served on the board of directors of Ferrellgas Partners, L.P., Southern Community Bank and Trust, Southern Community Financial Corporation, Towne Park Ltd., and Blue Rhino Corporation. Mr. Prim is well qualified to serve on our board of directors because of his extensive business, managerial, and leadership experience, as well as extensive knowledge of Primo Water’s business and substantial corporate and shareholder governance expertise.

  26. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | KIMBERLY REED | Age 52 |

  27. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Kimberly Reed has served as a member of our Board since November 2024 and previously served as a member of BlueTriton’s board of directors from March 2021 to November 2024. Ms. Reed previously served on the board of directors of a One Rock portfolio company and affiliated entities, and she has been a Partner of One Rock since 2010. Ms. Reed is well qualified to serve on our board of directors because of her extensive business, managerial, and leadership experience, as well as extensive knowledge of BlueTriton’s business.

  28. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | ALLISON SPECTOR | Age 41 |

  29. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Allison Spector has served as a member of our Board since November 2024. Ms. Spector has served as the Head of ESG of One Rock since 2021, where she leads ESG value creation and decarbonization efforts across the firm and its portfolio companies. Prior to her role at One Rock, she was a Director of Responsible Investing at Nuveen from 2018 to 2021. Ms. Spector is well qualified to serve on our board of directors because of her extensive business, environmental, social, and governance, and leadership experience.

  30. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | STEVEN P. STANBROOK | Age 67 |

  31. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Steven P. Stanbrook has served as a member of our Board since November 2024. Mr. Stanbrook served on the board of directors of Primo Water from 2018 to November 2024. Mr. Stanbrook is an Executive Advisory Partner at Wind Point Partners, a Chicago-based private equity firm, where he has served since 2016. Since 2017, he has also served as a director of Voyant Beauty LLC, a contract manufacturer of personal and beauty care products. Mr. Stanbrook serves on the board of directors of Group 1 Automotive, Inc. and previously served on the boards of Imperial Brands PLC, Hewitt Associates, Inc., and Chiquita Brands International, Inc. Mr. Stanbrook is well qualified to serve on our board of directors because of his extensive executive experience gained through his various roles with international consumer packaged goods businesses and extensive governance experience gained from serving on the boards of multinational companies. The Nominating and Governance Committee believes that the Board should be comprised of directors with a broad range of experience, expertise and attributes. The following table reflects the diverse skill set requirements of the Board and identifies the specific experience, expertise and attributes brought by each individual director nominee.

  32. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | | Robbert Rietbroek | C. Dean Metropoulos | Kurtis Barker | Britta Bomhard | Susan E. Cates | Michael Cramer | Eric J. Foss | Jerry Fowden | Tony W. Lee | Billy D. Prim | Kimberly Reed | Allison Spector | Steven P. Stanbrook | | Public Company Experience | X | X | X | X | X | X | X | X | | X | | | X | | Corporate Governance Experience | | X | X | X | X | X | X | X | | X | X | X | X | | Operational Experience | X | X | X | X | X | X | X | X | X | X | X | | X | | Finance and Accounting Experience | | X | | X | X | X | X | | X | X | X | | X | | Sales and Marketing Experience | X | X | X | X | | | X | X | | X | X | | X | | Risk Management Experience | X | X | X | X | X | X | X | X | X | X | X | X | X | | M&A and Corporate Strategy Experience | X | X | X | X | X | X | X | X | X | X | X | X | X | | Human Capital Experience | X | | | X | X | X | X | X | | X | | X | X | | Executive Experience | X | X | X | X | X | X | X | X | X | X | | | X | | Cybersecurity / Data Privacy | | | | X | X | X | X | X | X | X | | | X | | Industry Experience | X | X | X | X | X | X | X | X | X | X | X | X | X |

  33. COMPENSATION COMMITTEE

    | • | reviewing and recommending to the Board the compensation of non-employee directors. |

  34. Executive Summary

    | • | Talent Development. Programs and tools for associates to advance their skills and competencies in both their short- and long-term careers. |

  35. Executive Summary

    | • | Provide fair and competitive compensation packages that are designed to retain and incentivize executives to drive company performance. |

  36. Executive Summary

    | • | Focus on variable compensation that rewards the achievement of short-term and long-term goals and emphasizes Primo Brands’ commitment to pay-for-performance. |

  37. Executive Summary

    | WHAT WE DO | | WHAT WE DO NOT DO | | | ✔ | Administer a robust risk management program, which includes our Compensation Committee’s oversight of the relationship between our compensation programs and risk, as well as the oversight of risk by the Audit Committee on behalf of the full Board pursuant to the Audit Committee Charter | ✘ | Permit employees or directors to engage in any hedging or monetization transactions, short-term, or speculative transactions, or to hold Primo Brands securities in a margin account or pledging Primo Brands securities as collateral for a loan | | ✔ | Award annual and long-term incentive compensation subject to achievement of objective and pre-established performance goals tied to corporate, operational and strategic objectives | ✘ | Permit stock option re-pricing (including cash buyouts of underwater options or stock appreciation rights) without stockholder approval | | ✔ | Provide competitive compensation that is compared to a relevant peer group, which is reviewed annually | ✘ | Provide for automatic “single trigger” vesting of awards granted by Primo Brands upon a change in control* | | ✔ | Include double trigger change in control vesting provisions for equity awards* | ✘ | Provide cash compensation upon death or disability | | ✔ | Engage an independent compensation consultant that does not provide any services to management and that had no relationship with management prior to the engagement | ✘ | Provide excise tax gross-ups upon change in control | | ✔ | Maintain a clawback policy to allow the Board to recoup any excess annual or long-term incentive compensation paid to our current and former executive officers in the event of a required financial restatement, whether or not based on misconduct, due to material non-compliance with any financial reporting requirement under the securities laws (including any “Big R” or “little r” restatement) | ✘ | Provide excessive perquisites | | ✔ | Maintain stock ownership guidelines, pursuant to which our directors, NEOs, and other key employees (a) are directed to hold a certain amount of shares (based on a multiple of base salary or retainer and without taking into account any unexercised option or unearned performance-based vesting awards) and (b) are required to retain a specified portion of the shares received as equity compensation from Primo Brands (or any successor thereto) until the requisite holding level is achieved | ✘ | Provide a guaranteed right to a discretionary bonus as a substitute for a performance-based bonus in the event that performance targets are not met | | ✔ | Provide cash bonuses and vesting for performance-based restricted share units at up to 200% of target | | |

  38. Executive Summary

    | * Mr. Austin and Ms. Kim were historically granted profits interests in a parent entity of BlueTriton (“BlueTriton Profits Interests”), some of which include single trigger vesting upon an “Exit Transaction” of such parent entity, as described in “—Triton Water Parent Holdings, LP Class B Units” below. The Transaction was not an Exit Transaction under the terms of these awards and such awards remain at such parent entity level. In connection with the consummation of the Transaction, the general partner of the parent entity determined to treat outstanding unvested time-vesting BlueTriton Profits Interests as vested in connection with a distribution of profits, which allowed such unvested units to participate currently in such distribution; however, all such unvested time-vesting BlueTriton Profits Interests remain unvested and subject to forfeiture pursuant to their terms for all other purposes. |

  39. CEO Compensation for Fiscal 2024

    CEO Compensation for Fiscal 2024 Our Chief Executive Officer commenced employment with Primo Water on January 1, 2024. To facilitate his hiring from an external organization, Mr. Rietbroek was paid a one-time cash sign-on bonus of $882,500 on January 19, 2024, which partially made him whole for the cash compensation that he left behind with his former employer and received a one-time inducement equity award of $3,500,000 as a replacement for compensation forgone at his former employer. Such one-time bonus and equity award were in addition to Mr. Rietbroek’s annual equity grant in accordance with Primo Water’s annual equity grant process, typically in December of the year prior to the applicable fiscal year. Because Mr. Rietbroek commenced employment after awards with respect to fiscal year 2024 had been granted to other Primo Water executives, both his fiscal year 2024 and fiscal year 2025 awards were issued during fiscal year 2024. The graphic below is intended to illustrate Mr. Rietbroek’s total compensation attributable to fiscal year 2024, which (a) excludes compensation paid to make him whole for compensation foregone at his former employer and (b) accounts for the impact of his receipt of two annual grants during the fiscal year (i.e., excluding his equity award in respect of fiscal year 2024, which in the ordinary course, would have been issued in 2023), relative to the total compensation set forth in the Summary Compensation Table. The below is not intended to be a substitute for the disclosure set forth in the Summary Compensation Table below or otherwise, but is intended to show Mr. Rietbroek’s annual compensation without regard for one-time differences due to his hire (and related grant timing).

  40. Overview of Compensation Programs; Role of Compensation Committee

    Overview of Compensation Programs; Role of Compensation Committee Prior to the Transaction Prior to the Transaction, the compensation committee of Primo Water was responsible for overseeing the Primo Water executive compensation programs, including those applicable to Messrs. Rietbroek, Hass, and Ms. Poe, which primarily included compensation (base salary, annual bonus opportunities, and target long-term equity compensation) and limited perquisites. In addition, the compensation committee of Primo Water was responsible for overseeing talent management and succession planning for the Primo Water executive officers, as well as reviewing and approving corporate goals and objectives relevant to the Primo Water Chief Executive Officer’s compensation, evaluating Mr. Rietbroek’s performance in light of these goals and objectives, and making a recommendation to the board of Primo Water regarding Mr. Rietbroek’s compensation level based on the evaluation of his performance. To assist in executing its responsibilities, the compensation committee of Primo Water retained independent compensation consultants, at Primo Water’s expense, who reported solely to the compensation committee. Changes to the compensation of Mr. Rietbroek were recommended to the independent members of the Primo Water board by the compensation committee of Primo Water, and the board of Primo Water reviewed and approved any changes deemed appropriate. The compensation committee of Primo Water reviewed and approved the compensation and any adjustments thereto for the other executive officers. Prior to the Transaction, the compensation of Mr. Austin and Ms. Kim was determined by BlueTriton. In particular, the compensation committee of the BlueTriton board of directors (the “BlueTriton Board”) was responsible for designing and administering executive compensation programs and made compensation decisions with respect to Mr. Austin and Ms. Kim, which primarily included compensation (base salary, annual bonus opportunities and participation in the BlueTriton long-term equity compensation program, in the form of BlueTriton Profits Interests) and limited perquisites. In addition, the compensation committee was responsible for overseeing talent management and succession planning for the BlueTriton executive officers. Following the Transaction, the Compensation Committee is responsible for overseeing the executive compensation programs applicable to our NEOs which currently include cash and equity compensation (base salary, annual bonus opportunities, and target long-term equity compensation) and limited perquisites. In addition, the Compensation Committee is responsible for overseeing talent management and succession planning for the Primo Brands’ executive officers, as well as setting objectives and evaluating the performance of Primo Brands’ Chief Executive Officer. To assist in executing its responsibilities, our Compensation Committee retained independent compensation consultants, at Primo Brands’ expense, who report solely to our Compensation Committee. Changes to the compensation of the Chief Executive Officer of Primo Brands will be recommended to the independent members of the Board by the Compensation Committee, and the Board will review and approve any changes deemed appropriate.

  41. Long-Term versus Currently-Paid Compensation

    Long-Term versus Currently-Paid Compensation Currently-paid compensation to our NEOs includes base salaries, which are paid periodically throughout the fiscal year, annual cash performance bonuses, which are based on performance targets proposed by management and previously approved by the compensation committee of Primo Water or BlueTriton, as applicable, and perquisites and personal benefits, which are paid consistent with our policies in appropriate circumstances. With respect to 2024, our NEOs will receive cash performance bonuses pursuant to the terms of the applicable legacy annual bonus plan, which, for Messrs. Rietbroek and Hass and Ms. Poe, relate to the Legacy Primo annual bonus plan, and for Mr. Austin and Ms. Kim, relate to the legacy BlueTriton annual bonus plan. Prior to the Transaction, our NEOs were eligible to participate in the long-term equity incentive plans established and maintained by Primo Water, BlueTriton, or their affiliates, as applicable, which in 2024 with respect to Messrs. Rietbroek and Hass and Ms. Poe included the Legacy Primo Water Corporation Equity Incentive Plan (the “Legacy Equity Plan”) and the Legacy Primo Water Corporation 2018 Equity Incentive Plan, as each may be amended from time to time (the “Legacy 2018 Equity Plan”) and with respect to Mr. Austin and Ms. Kim, included grants of BlueTriton Profits Interests. Awards outstanding under the Legacy Equity Plans were assumed by the Company in the Transaction, however, in light of the Transaction and in consultation with FW Cook, the compensation committee of Primo Water determined to convert outstanding awards that were subject to performance-vesting conditions based on metrics for the Legacy Primo business to awards that vest solely on continued service, based on the estimated performance achieved by Primo Water as of the Transaction, with the new awards vesting at the end of the original award’s performance period. No future awards will be granted under the Legacy Equity Plans and such plans will not be considered an element of any go-forward executive compensation. BlueTriton Profits Interests awards held by Mr. Austin and Ms. Kim remain outstanding and, to the extent unvested, eligible to vest, following the Transaction. In connection with the Transaction, we adopted the Primo Brands Corporation Equity Incentive Plan, (the “Primo Brands Equity Plan”) which provides the Company with the flexibility to design compensatory awards responsive to Primo Brands’ business needs and goals. Awards under the Primo Brands Equity Plan may be in the form of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance units or unrestricted shares, and other stock or cash-based awards, including the payment of performance bonuses in shares of Class A common stock (the Legacy Equity Plans, together with the Primo Brands Equity Plan, the “Equity Plans”). In December 2024, each of our NEOs received an equity award for the 2025 annual grant cycle, consisting of performance-based restricted share units (“PSUs”) (66%) and time-based restricted share units (“RSUs”) (34%). The compensation structure for our NEOs is intended to balance the need of these executives for current income with the need to create long-term incentives, including the PSUs granted in December 2024, that are directly tied to achievement of our operational targets and growth in stockholder value.

  42. Compensation Components

    | Compensation Component | Compensation Objective Designed to be Achieved | | Base salary | Fixed pay that takes into account an individual’s role and responsibilities, experience, expertise, and individual performance, and compensates NEOs for services rendered during the fiscal year. | | Annual cash performance bonuses | Performance-based compensation that is paid to reward attainment of annual corporate targets or specific strategic goals. | | Long-term equity incentive awards | Equity compensation that reinforces the link between incentives and long-term performance of Primo Brands (or its applicable predecessor), incentivizes our NEOs, aligns the interests of our NEOs with those of stockholders, and encourages executive retention. | | Retirement benefits | Retirement benefits that provide the opportunity for financial security in retirement consistent with programs for our broad-based employee population, including appropriate matching contributions. | | Perquisites and benefits | Perquisites and benefits that effectively facilitate job performance. | | Health and welfare benefits | Attract and retain key talent by providing a competitive benefits package. | | Severance and other benefits potentially payable upon termination of employment or change in control | Create clarity around termination or change of control events and provide for retention of executives. |

  43. Compensation Components

    Cash Bonuses Annual Performance Bonuses With respect to 2024, our NEOs will receive cash performance bonuses pursuant to the terms of the applicable legacy annual bonus plan, which, for Messrs. Rietbroek and Hass and Ms. Poe, relate to the Legacy Primo annual bonus plan, and for Mr. Austin and Ms. Kim, relate to the legacy BlueTriton annual bonus plan. Going forward and depending on our financial and operating performance, the Compensation Committee may approve performance-based bonuses. Eligibility for go-forward performance bonuses is set forth in a NEO’s employment offer letter. However, “target” bonus opportunities are expected to be established by the Compensation Committee and are generally expected to be based on market competitiveness, the expected impact of the executive’s role within Primo Brands, and the executive’s expected long-term contributions. The annual performance goals will be reviewed and approved by the Compensation Committee. The Compensation Committee believes that this annual incentive arrangement provides executives with clear, quantified targets, intended to focus them on meeting strategic goals, while also aligning management’s interests with those of our long-term stockholders in the sustained growth of stockholder value. For Mr. Rietbroek, the Compensation Committee will recommend to the Board such “target” bonus opportunities, which are generally expected to be based on market competitiveness, Mr. Rietbroek’s expected impact in his role within Primo Brands, and Mr. Rietbroek’s expected long-term contributions. Such annual performance goals will be reviewed and approved by the Board. Company Performance Targets applicable to Primo Water with respect to fiscal 2024 Performance bonus eligibility for Legacy Primo employees in 2024 will be determined based on achieving certain corporate targets and on aggregated accountability for each NEO to grow the business and stockholder value. For 2024, the performance bonus of each of our NEOs other than with respect to Mr. Austin and Ms. Kim, will be calculated based on achievement of a specified level of Bonus-Adjusted EBITDA, Bonus-Adjusted operating free cash flow and Bonus-Adjusted revenue, weighted 50%, 25% and 25%, respectively, as defined below. For Primo Water’s performance bonus purposes, (i) “Bonus-Adjusted EBITDA” is GAAP earnings before interest, taxes, depreciation, and amortization, (ii) “Bonus-Adjusted operating free cash flow” is GAAP net cash provided by operating activities, less capital expenditures, and (iii) “Bonus-Adjusted revenue” is GAAP revenue, each as adjusted to exclude the impact of discontinued operations, foreign exchange rates, tuck-in and disposition transactions not included in the target, acquisition, integration and restructuring charges, share-based compensation, loss on disposal of property, plant and equipment and other transactions identified as unusual or not ordinary in nature, and as a result, they may not correspond to the reported measures used in Primo Brands’ other disclosures or filings. The Compensation Committee may approve adjustments to reflect events in the prior period (including the Transaction) and/or the results achieved during the applicable performance period to account for items not indicative of underlying performance. Individual adjustments may have positive or negative impact, and aggregate adjustments may increase or decrease incentive payouts. No such adjustments were implemented in respect of bonuses for 2024. The Primo Water performance bonuses for 2024 were eligible to be paid at “threshold,” “target” and “outperform” levels. Performance bonuses may be paid if the actual result for certain of the metrics is less than the applicable “threshold” level; however, if the actual results for the Bonus-Adjusted EBITDA metric are below the “threshold” level, the applicable NEOs would not have been entitled to any performance bonuses. For 2024, our NEOs who were Legacy Primo employees could earn a performance bonus of up to a maximum level of 200% of the target bonus amount based on achievement of goals at the “outperform” level. The target bonus award for 2024 for Mr. Rietbroek was 120% of annual base salary and for each of Mr. Hass and Ms. Poe was 75% of annual base salary. The following chart sets forth the threshold, target and outperform performance targets established by the compensation committee of Primo Water in December 2023 for the 2024 corporate bonus pool in which each of our NEOs other than Mr. Austin and Ms. Kim participated.

  44. Primo Water 2024 Performance Bonus Program

    Primo Water 2024 Performance Bonus Program

  45. Targets applicable to NEOs ($ in millions)

    | | Corporate Pool (enterprise level) | | | | | Bonus- Adjusted EBITDA 50% | Bonus- Adjusted Operating Free Cash Flow 25% | Bonus- Adjusted Revenue 25% | | “Threshold” | $375.0 | $144.5 | $1,779.0 | | “Target” | $412.9 | $170.0 | $1,872.6 | | “Outperform” | $474.8 | $195.5 | $2,003.7 | | Actual | $435.6 | $201.6 | $1,894.8 |

  46. Targets applicable to NEOs ($ in millions)

    These metrics are interpolated on a straight-line basis between the “threshold,” “target” and “outperform” performance levels, resulting in a payout percentage for each metric. The relative weighting for each metric as set forth in the chart below is applied to the payout percentages, and the results are aggregated, resulting in a bonus payout as a percentage of the target award. This percentage is then applied to the target bonus amount to determine the amount of a NEO’s bonus. The following chart sets forth the calculation of the bonus payouts as a percentage of 2024 target bonus award opportunities for each of the NEOs other than Mr. Austin and Ms. Kim.

  47. Primo Water 2024 Performance Bonus Program

    Primo Water 2024 Performance Bonus Program

  48. Calculation of bonus payout as a percent target award

    Calculation of bonus payout as a percent target award

  49. Calculation of bonus payout as a percent target award

    | | Corporate Pool (enterprise level) | | | | | Bonus- Adjusted EBITDA 50% | Bonus- Adjusted Operating Free Cash Flow 25% | Bonus- Adjusted Revenue 25% | | % Payout (Per Metric) | 136.7% | 200.0% | 116.9% | | % Payout-Weighted (Per Metric) | 68.4% | 50.0% | 29.2% | | Aggregate Bonus Payout % | | | 147.6% |

  50. Calculation of bonus payout as a percent target award

    Company Performance Targets applicable to BlueTriton with respect to fiscal 2024 In 2024, Mr. Austin and Ms. Kim participated in BlueTriton’s annual cash incentive bonus program with a target bonus award of 150% of annual base salary with respect to Mr. Austin and 50% for Ms. Kim. Mr. Austin and Ms. Kim's annual bonus payments for 2024 will be paid out based on achievement of metrics in two categories: (i) company business target achievement and (ii) individual performance rating. These components and the associated weighting were determined by the compensation committee of the BlueTriton Board. Funding for the corporate component applicable to Mr. Austin and Ms. Kim is based on achievement of four metrics (i) Retail EBITDA, (ii) ReadyRefresh EBITDA, (iii) Total Company Working Capital and (vi) Corporate Responsibility objectives. EBITDA for each segment is calculated in the same manner as Adjusted EBITDA. Adjusted EBITDA is calculated as net income or loss before interest and financing expense, net, provision for (benefit from) income taxes, and depreciation and amortization as further adjusted for various costs, including those associated with acquisition and transaction-related costs, one-time consulting fees, related party management fees, and legal fees related to cases originating under Nestlé Waters North America Holdings, Inc. and it’s subsidiaries (together, “Nestlé”). Additionally, adjustments are made for unrealized foreign exchange and fuel hedge losses or gains, net, nonrecurring costs related to software implementation, severance costs associated with restructuring plans, write-off of long-lived assets, and other infrequent or nonrecurring adjustments. Total Company Working Capital is calculated as a percentage equal to (A) accounts receivables, plus inventory, less accounts payable (in each case, based on the average thereof for each of the four months ending on December 31, 2024) divided by (B) annualized net sales (based on the net sales for the fourth quarter of the fiscal year ending December 31, 2024). The portion of the bonus pool funding related to Retail EBITDA was funded in an amount equal to (a) 2% of 2024 Retail EBITDA, up to 2023 Retail EBITDA ($603 million), plus (b) 8% of 2024 Retail EBITDA in excess of 2023 Retail EBITDA, plus (c) 27.5% of 2024 Retail EBITDA in excess of 150% of 2023 Retail EBITDA. The portion of the bonus pool funding related to ReadyRefresh EBITDA was funded in an amount equal to (a) 2% of 2024 ReadyRefresh EBITDA, up to the 2023 ReadyRefresh EBITDA ($181 million), plus (b) 8% of 2024 ReadyRefresh EBITDA in excess of 2023 ReadyRefresh EBITDA. 2024 Retail EBITDA equaled $736 million, which resulted in pool funding at 190% of target for such metric. 2024 ReadyRefresh EBITDA equaled $204.3 million, which resulted in pool funding at 127% for such metric. Retail EBITDA and ReadyRefresh EBITDA results also operate as a modifier to the portion of the bonus pool funding related to Corporate Responsibility results (as described below). The portion of the bonus pool funding related to Total Company Working Capital was based upon a percentage calculated as the average net working capital (i.e., accounts receivable, plus inventory, less accounts payable) over the four-month period ending on December 31, 2024, divided by annualized net sales. The target Total Company Working Capital percentage was 4.8%. The actual Total Company Working Capital percentage was 4.7%, which resulted in pool funding at 100%. The portion of the BlueTriton bonus pool funding related to Corporate Responsibility was based ratably on achievement related to three Corporate Responsibility objectives: (a) circular packaging, (b) water & transparency, and (c) leadership dynamics and structure. For Mr. Austin, 80% of the achieved Corporate Responsibility performance (as a percentage) is multiplied by the Retail EBITDA performance level (as a percentage) and 20% of the achieved Corporate Responsibility performance (as a percentage) is multiplied by the ReadyRefresh EBITDA performance level (as a percentage) and the sum of two such multiples represent the aggregate bonus pool funding level (as a percentage) related to Corporate Responsibility. All Corporate Responsibility objectives with respect to fiscal year 2024 were achieved, which resulted in pool funding at 100%. Based on the foregoing, the aggregate BlueTriton business metric payout for Mr. Austin is set forth below, including the relative weighting of each metric:

  51. Calculation of bonus payout as a percent target award

    | BlueTriton Business Metric | Actual Payout (as a % of Target) | | Retail EBITDA (75%) | 190% | | ReadyRefresh EBITDA (25%) | 127% | | Total Company Working Capital (15%) | 100% | | Corporate Responsibility (10%) | 100% | | Actual Aggregate Company Business Metric Payout Percentage | 174% |

  52. Calculation of bonus payout as a percent target award

    BlueTriton’s individual performance metrics are based on multiple competencies and criteria for which an individual performance rating score is assigned for the fiscal year. For fiscal year 2024, the relevant competencies and criteria and performance levels for Mr. Austin are set forth below:

  53. Calculation of bonus payout as a percent target award

    | BlueTriton Individual Performance Metrics | | Achievement Level (out of five) | Actual Payout (as a % of Target) | | Individual Goals (70%): | | Individual Goals: Meets or exceeds expectations | 138% | | • | Deliver Profitable Growth: Product Supply AI | | | | • | Deliver Profitable Growth: ReadyRefresh Filtration % Market Expansion | | | | • | Deliver Profitable Growth: Retail Sales | | | | • | Strengthen the Organization: BTB Turnover | | | | • | Create the Future: Broaden Talent | | | | Individual Competencies (30%): | | Individual Competencies: Meets or exceeds expectations | | | • | Senior Leader: Acting Strategically | | | | • | Senior Leader: Building Talent | | | | • | Senior Leader: Leading Change | | | | • | Senior Leader: Leading People | | | | | | Aggregate Individual Performance Rating: 4.2 | |

  54. Calculation of bonus payout as a percent target award

    The table below sets forth how the Company calculated Mr. Austin’s annual bonus for the period of fiscal year 2024 prior to the effective date of his new employment agreement with BlueTriton:

  55. Calculation of bonus payout as a percent target award

    | Partial Fiscal Year 2024 Short-Term Bonus (prior to effective date of new employment agreement) | | | Pro-rated Base Salary for Fiscal Year 2024 ($) | $331,579 | | Target Bonus Percentage (%) | 65% | | Pro-rated Bonus Target Amount (Pro-rated Base Salary * Target Bonus Percentage for such portion of fiscal year 2024) ($) | $215,526 | | Aggregate Individual Performance Rating (Calculated) | 4.2 | | Individual Performance Factor (%) | 138% | | Pro-rated Bonus Target Amount * Individual Performance Factor | $297,426 | | Company Performance Factor (%) | 174% | | Pro-rated Short-Term Bonus Payout for period prior to new employment agreement (Pro-rated Bonus Target Amount * Individual Performance Factor * Company Performance Factor) ($) | $517,819 |

  56. Calculation of bonus payout as a percent target award

    The table below sets forth how the Company calculated Mr. Austin’s annual bonus for the remainder of fiscal year 2024 following the effective date of his new employment agreement with BlueTriton:

  57. Calculation of bonus payout as a percent target award

    | Partial Fiscal Year 2024 Short-Term Bonus (following effective date of new employment agreement) | | | Pro-rated Base Salary for Fiscal Year 2024 ($) | $389,245 | | Target Bonus Percentage (%) | 150% | | Pro-rated Bonus Target Amount (Pro-rated Base Salary * Target Bonus Percentage for such portion of fiscal year 2024) ($) | $583,867 | | Aggregate Individual Performance Rating (Calculated) | 4.2 | | Individual Performance Factor (%) | 138% | | Pro-rated Bonus Target Amount * Individual Performance Factor | $805,736 | | Company Performance Factor (%) | 174% | | Short-Term Bonus Payout following promotion (Bonus Target Amount * Individual Performance Factor * Company Performance Factor) ($) | $1,402,787 | | Total Short-Term Bonus Payout (for full fiscal year 2024) ($) | $1,920,606 |

  58. Calculation of bonus payout as a percent target award

    For fiscal year 2024, the relevant competencies and criteria and performance levels for Ms. Kim are set forth below:

  59. Calculation of bonus payout as a percent target award

    | BlueTriton Individual Performance Metrics | | Achievement Level (out of five) | Actual Payout (as a % of Target) | | Individual Goals (70%): | | Individual Goals: Meets or exceeds expectations | 128% | | • | Improve Performance with Key Customers and Suppliers | | | | • | Build Leader Capabilities | | | | • | Fostering Team Contributions | | | | • | Partner with Internal Audit | | | | Individual Competencies (30%): | | Individual Competencies: Meets or exceeds expectations | | | • | Senior Leader: Acting Strategically | | | | • | Senior Leader: Building Talent | | | | • | Senior Leader: Leading Change | | | | • | Senior Leader: Leading People | | | | | | Aggregate Individual Performance Rating: 3.8 | |

  60. Calculation of bonus payout as a percent target award

    The table below sets forth how the Company calculated Ms. Kim’s annual bonus for fiscal year 2024:

  61. Calculation of bonus payout as a percent target award

    | Fiscal Year 2024 Short-Term Bonus | | | Base Salary for Fiscal Year 2024 ($) | $406,745 | | Target Bonus Percentage (%) | 50% | | Bonus Target Amount (Base Salary * Target Bonus Percentage) ($) | $203,372 | | Aggregate Individual Performance Rating (Calculated) | 3.8 | | Individual Performance Factor (%) | 128% | | Bonus Target Amount * Individual Performance Factor | 260,316 | | Company Performance Factor (%) | 174% | | Short-Term Bonus (Bonus Target Amount * Individual Performance Factor * Company Performance Factor) ($) | $453,211 |

  62. Calculation of bonus payout as a percent target award

    Other Cash Bonuses In connection with the commencement of his employment with Primo Water, Mr. Rietbroek was paid a one-time cash sign-on bonus of $882,500 on January 19, 2024, which partially compensated him for certain foregone cash compensation to which he was eligible at his former employer. In the event Mr. Rietbroek was terminated for “Cause” (as defined in the legacy Amended and Restated Severance and Non-Competition Plan, which is substantially similar to the definition of “Cause” in the Primo Brands Corporation Severance and Non-Competition Plan, further detail in “—Severance Plan” below) or Mr. Rietbroek resigned for any reason prior to January 1, 2025, the 12-month anniversary of the commencement of his employment, Mr. Rietbroek would have been required to pay a pro-rated portion of the sign-on bonus no later than 90 days following the termination of employment. In connection with their outsized efforts during the pendency of the Transaction, Mr. Hass and Ms. Poe were each paid a one-time cash bonus of $300,000, which was paid on November 22, 2024, and Mr. Austin was paid a one-time cash bonus of $800,000, which was paid on December 6, 2024. Mr. Austin previously participated in a predecessor retirement plan and, in connection with transition of BlueTriton participants out of such plan on January 1, 2020, he became eligible for an annual “transition” bonus for the five-year period commencing on January 1, 2020. The annual transition bonus is equal to 2.25% of his base salary as of year-end and his annual transition bonus in respect of 2024 to be paid in a lump sum in April 2025 will be $18,000. Long-Term Incentive Plans Prior to the Transaction, Legacy Primo employees, including Messrs. Rietbroek and Hass and Ms. Poe, were eligible to participate in the Legacy Equity Plans. Award sizes to Primo Water employees were generally determined based on benchmarking against the Primo Water peer group (as described above) and the industry in general, among other factors, including, with respect to Mr. Rietbroek in fiscal 2024, the value of awards that he forfeited from his former employer. The Legacy Equity Plans provided the compensation committee and management of Primo Water with the flexibility to design compensatory awards responsive to Primo Water’s needs. Awards under the Legacy Equity Plans generally consisted of stock options and time- and performance-vesting restricted share units. Prior to the Transaction, certain legacy BlueTriton employees, including Mr. Austin and Ms. Kim, were granted BlueTriton Profits Interests in a parent entity of BlueTriton. Award sizes to BlueTriton employees were generally determined by the compensation committee of the BlueTriton Board, taking into account the relevant experience of the individual, competitive standards of pay, business conditions and performance. The compensation committee of BlueTriton did not engage a compensation consultant to provide executive compensation advisory services, to help evaluate BlueTriton’s compensation philosophy and objectives, to provide guidance in administering BlueTriton’s long-term incentive program for the period prior to the consummation of the Transaction, or to engage in any benchmarking. The PSUs granted in December 2021 for fiscal year 2022 (the “2022 Annual Grant”) to Mr. Hass and Ms. Poe were to vest based on achievement of average annual return on invested capital (“ROIC”) and aggregate revenues over a three-year period beginning on the first day of Primo Water’s 2022 fiscal year and ending on the last day of Primo Water’s 2024 fiscal year (weighted 75% and 25%), respectively. The PSUs granted in December 2022 to Ms. Poe and in December 2022 and January 2023 to Mr. Hass for fiscal year 2023 (the “2023 Annual Grant”) were to vest based on achievement of average annual ROIC and aggregate revenues over a three-year period beginning on the first day of Primo Water’s 2023 fiscal year and ending on the last day of Primo Water’s 2025 fiscal year (weighted 75% and 25%), respectively. The PSUs granted in December 2023 to Mr. Hass and Ms. Poe and in January 2024 to Mr. Rietbroek (the “2024 Annual Grant”) were to vest based on achievement of average annual ROIC and total shareholder return (“TSR”) relative to the Russell 2000 index over a three-year period beginning on the first day of Primo Water’s 2024 fiscal year and ending on the last day of Primo Water’s 2026 fiscal year (weighted 50% and 50%) respectively. Primo Water awards outstanding under the Legacy Equity Plans were assumed by the Company, however, in light of the Transaction and in consultation with FW Cook, the compensation committee of Primo Water determined to convert outstanding Primo Water awards that were subject to performance-vesting conditions based on metrics that were appropriate for the Legacy Primo business to awards that vest solely on continued service, based on the estimated Primo Water performance achieved as of the Transaction, with such converted awards vesting at the end of the original award’s performance period. The chart below sets forth the target and estimated performance targets achieved as of the Transaction for purposes of the conversion of such performance-vesting awards.

  63. Calculation of bonus payout as a percent target award

    | PSU Grant | Performance Period | Metrics | Target | Estimated Performance Achieved as of Transaction | % Award Earned | Payouts | | 2022 Annual Grant | 2022 – 2024 | ROIC (75%) | 9.73% | 10.82% | 200.0% | 191.4% | | | | Revenue (25%) | $6,808M | $7,120.8M | 165.7% | | | 2023 Annual Grant | 2023 – 2025 | ROIC (75%) | 11.43% | 12.33% | 200.0% | 170.4% | | | | Revenue (25%) | $7,430M | $7,292.7M | 81.5% | | | 2024 Annual Grant | 2024 – 2026 | ROIC (50%) | 13.3% | 13.8% | 174.5% | 187.25% | | | | rTSR (50%) | 55th Percentile | 55th Percentile | 200% | |

  64. Calculation of bonus payout as a percent target award

    In connection with the Transaction, the compensation committee of Primo Water approved certain modifications to outstanding Primo Water time- and performance-based restricted share units to reflect the conversion into Primo Brands time-based restricted share units granted under the Legacy 2018 Equity Plan. The incremental value (calculated in accordance with ASC Topic 718, as defined below) associated with these modifications is being reported as compensation to Mr. Rietbroek, Mr. Hass and Ms. Poe, which is reflected in the Summary Compensation Table and the Grants of Plan Based Awards Table. The BlueTriton Profits Interests awards did not vest in connection with the consummation of the Transaction and remain outstanding and, to the extent unvested, eligible to vest, following the Transaction subject to their terms; however, in connection with the consummation of the Transaction, the general partner of the parent entity of BlueTriton determined to treat outstanding unvested time-vesting BlueTriton Profits Interests as vested in connection with a distribution of profits, which allowed such unvested units to participate currently in such distribution. As stated in “—Long Term versus Currently-Paid Compensation” above, in December 2024, each of our NEOs received an equity award for the 2025 annual grant cycle, consisting of PSUs (66%) and RSUs (34%). All of the RSUs are eligible to vest in three equal annual installments, subject to continued employment through the applicable vesting date. The PSUs are eligible to vest based upon TSR relative to the S&P 400 index over a three-year period beginning on the first day of Primo Brands’ 2025 fiscal year and ending on the last day of Primo Brands’ 2027 fiscal year. The Compensation Committee selected a three-year performance period based upon input received from FW Cook regarding competitive market practice, as well as the Compensation Committee’s belief that a three-year measurement period reinforces the link between incentives and long-term Primo Brands performance. We believe that these equity awards incentivize our NEOs, align their interests with those of our stockholders and encourage executive retention. Retirement Benefits Our NEOs are eligible to participate in the applicable Legacy Primo Water Corporation 401(k) Plan or BlueTriton Brands, Inc. 401(k) Savings Plan. Employees can contribute a percentage of their eligible earnings, subject to annual contribution limits set by the Internal Revenue Service. In 2024, Legacy Primo executives, including Messrs. Rietbroek and Hass and Ms. Poe, received employer matching contributions of $10,350 to their 401(k) accounts under the Primo Water Corporation 401(k) Plan, while BlueTriton executives, including Mr. Austin and Ms. Kim, both received employer matching contributions of $13,800, respectively, to their 401(k) accounts under the BlueTriton Brands, Inc. 401(k) Savings Plan. On February 16, 2021, An affiliate of One Rock acquired all of the equity interests of Nestlé Waters North America Holdings, Inc. along with the acquisition of certain assets and assumption of certain liabilities of Nestlé Canada Inc. from Nestlé S.A, pursuant to that certain stock and asset purchase agreement, by and between Triton Water Holdings, Inc. and Nestlé S.A. (the “Nestlé Acquisition”). As a former employee of the business prior to the Nestlé Acquisition, Mr. Austin is also entitled to an annual retirement contribution from BlueTriton as replacement for the lost benefit that he would have received under a legacy Nestlé retirement plan. Based on a formula using age and years of service multiplied by his eligible compensation, Mr. Austin is eligible to receive an annual retirement contribution of up to 9% of his base salary and annual bonus, up to the annual compensation maximum set forth by the IRS each year for qualified benefit plans. For fiscal year 2024, Mr. Austin was eligible to receive an annual retirement contribution of $24,150. Perquisites and Other Personal Benefits Prior to the Transaction, Legacy Primo executives, including Messrs. Rietbroek and Hass and Ms. Poe were provided with perquisites and other personal benefits, including an annual executive physical examination, car allowance, and cell phone allowance, while legacy BlueTriton executives, including Mr. Austin and Ms. Kim, were provided with a car allowance. Going forward, we intend to provide our NEOs with similar limited perquisites and other personal benefits that are not otherwise available to all of our employees, including a car allowance and a cell phone allowance. The Compensation Committee intends to periodically review the levels of perquisites and other personal benefits provided to NEOs to ensure that they are appropriately limited and effectively facilitate job performance. Perquisites and personal benefits are taken into account as part of the total compensation to executive officers. Perquisites and other personal benefits for our NEOs are set forth in the Summary Compensation Table, under the heading “All Other Compensation” and related footnotes on page 52 of this proxy statement. Nonqualified Deferred Compensation Plans We maintain the legacy BlueTriton Brands Non-Qualified Deferred Compensation Plan (the “BlueTriton NQDC Plan”), in which Ms. Kim is the sole NEO who is a participant, and the Primo Water Deferred Compensation Plan (the “Primo Water NQDC Plan”), in which Ms. Poe is the sole NEO who is a participant. The BlueTriton NQDC Plan is a supplemental benefit plan that allows participants to contribute up to 75% of their annual base salary and up to 100% of their annual bonus to a compensation deferral account. The BlueTriton NQDC Plan offers participants the opportunity to enhance their long-term savings on a tax-deferred basis. Participants are fully vested in their compensation deferral accounts at all times. The BlueTriton NQDC Plan is unfunded and unsecured, with participants considered general creditors of the company. Amounts deferred by Ms. Kim under the BlueTriton NQDC Plan are credited with earnings (or losses) based on notional investment in the State Street Target Retirement 2030 Fund Class K (as elected by Ms. Kim under the terms of the BlueTriton NQDC Plan) until payment in accordance with Ms. Kim’s payment elections and the terms of the BlueTriton NQDC Plan. Participants in the BlueTriton NQDC Plan can elect to receive distributions upon separation from service, retirement, or as an in-service withdrawal. These distributions can be made in the form of a lump sum or annual installments over a period elected by the participant. For in-service withdrawals, participants must elect a specific date for distribution, which must be at least a specified number of years in the future, as outlined in the BlueTriton NQDC Plan. In the event of a participant's death or disability, all account balances will be paid in a single lump sum. Additionally, participants may request distributions in the event of an unforeseeable financial emergency, subject to the plan administrator’s approval. Participants may also request distributions in the event of a change in control with all account balances paid on the date of such change in control and in a single lump sum, unless otherwise elected by the participant.

  65. Calculation of bonus payout as a percent target award

    The Primo Water NQDC Plan is a supplemental benefit plan that allows participants to contribute up to 70% of their annual base salary and annual bonus to a compensation deferral account. The Primo Water NQDC Plan offers participants the opportunity to enhance their long-term savings on a tax-deferred basis. Participants are fully vested in their compensation deferral accounts at all times. The Primo Water NQDC Plan is unfunded and unsecured, with participants considered general creditors of the company. Amounts deferred by Ms. Poe under the Primo Water NQDC Plan are credited with earnings (or losses) based on notional investment in the Fidelity Total Market Index Fund Institutional Class until payment in accordance with Ms. Poe’s payment elections and the terms of the Primo Water NQDC Plan. Participants in the Primo Water NQDC Plan can elect to receive distributions upon separation from service, retirement, or as an in-service withdrawal. These distributions can be made in the form of a lump sum or annual installments over a period elected by the participant. For in-service withdrawals, participants must elect a specific date for distribution, which must be at least a specified number of years in the future, as outlined in the Primo Water NQDC Plan. In the event of a participant's death, all account balances will be paid in a single lump sum. Additionally, participants may request hardship distributions in the event of an unforeseeable emergency, subject to the plan administrator’s approval. Participants may also request distributions in the event of a change in control if the participant incurs a separation from service within 12 months following the change in control with all account balances paid on the date of such separation from service and in a single lump sum, unless otherwise elected by the participant, subject to any six-month delay requirement imposed by Section 409A of the Code. Health and Welfare Benefits All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, including:

  66. Calculation of bonus payout as a percent target award

    | • | medical, dental and vision benefits; |

  67. Calculation of bonus payout as a percent target award

    | • | medical and dependent care flexible spending accounts; |

  68. Calculation of bonus payout as a percent target award

    | • | short-term and long-term disability insurance; and |

  69. Calculation of bonus payout as a percent target award

    | • | life insurance. |

  70. Calculation of bonus payout as a percent target award

    We believe the benefits described above are necessary and appropriate to provide a competitive compensation package to our NEOs.

  71. Severance and Other Benefits Payable Upon Termination of Employment or Change in Control

    Severance and Other Benefits Payable Upon Termination of Employment or Change in Control In December 2024, we adopted the Primo Brands Corporation Severance and Non-Competition Plan (the “Severance Plan”) in which each of our NEOs participate. We believe that providing severance benefits in the event of an involuntary termination of employment is appropriate to provide a competitive compensation package and to attract and retain our NEOs. For more detail, please see “Potential Payments Upon Termination or Change of Control—Severance Plan” beginning on page 64 of this proxy statement. Treatment of Equity Awards Upon Termination or Change of Control The Legacy Equity Plans and the Primo Brands Equity Plan contain “double trigger” provisions in connection with a change of control of Primo Water or Primo Brands, as applicable, thus protecting participants in the event of certain qualifying terminations of employment. These terms provide for the acceleration of equity awards in limited circumstances, namely, when the awards (1) are not continued, assumed, or replaced by the surviving or successor entity or (2) are so assumed, but where a NEO or employee is involuntarily terminated for reasons other than Cause, or, under the Legacy Equity Plans, terminates his or her employment for Good Reason (as such capitalized terms are defined in the respective Equity Plan, as applicable), within two years after the change of control or, for purposes of the Legacy Equity Plans, within two years after the closing of the Transaction. Additionally, our Equity Plans provide for other potential benefits, absent a change in control, when a NEO or other employee is terminated without Cause, resigns with Good Reason or retires. In the case of a termination without Cause or resignation with Good Reason for awards granted under the Legacy Equity Plans, the Legacy Equity Plans provide for partial vesting for restricted shares and restricted share units based on the length of employment relative to the vesting period and accelerated vesting of options, generally on the employment termination date, while the Primo Brands Equity Plan provides for partial vesting for performance-based awards, restricted shares and restricted share units based on the number of full days employed relative to the performance or vesting period over the number of full days from the beginning of the performance or vesting period to the end of such performance or vesting period. In the case of retirement (defined in the Legacy Equity Plans as having attained age 60 and completed ten continuous years of service with Primo Water or, for purposes of the Primo Brands Equity Plan, Primo Brands and its subsidiaries), the Equity Plans provide for continued vesting of such awards. A more detailed discussion of potential payments and benefits in connection with a termination or change of control is set forth under “Potential Payments Upon Termination or Change of Control” beginning on page 61 of this proxy statement.

  72. Accounting Considerations

    Accounting Considerations We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based awards made to employees and directors, including stock options, RSUs and PSUs, based on the grant-date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards.

  73. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  74. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(4) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(6) | All Other Compensation ($) | Total ($) | | Robbert Rietbroek Chief Executive Officer | 2024 | 721,154 | 882,500(1) | 22,813,887 | | 1,328,400 | 245,043(7) | 25,990,984 | | David Hass Chief Financial Officer | 2024 | 532,500 | 300,000(2) | 5,649,507 | | 608,850 | 26,375(8) | 7,117,232 | | Robert Austin Chief Operating Officer | 2024 | 720,823 | 818,000(3) | 1,403,778 | 1,543,189(5) | 1,920,606 | 67,492(9) | 6,473,889 | | Marni Morgan Poe General Counsel & Corporate Secretary | 2024 | 510,962 | 300,000(2) | 4,837,850 | | 570,105 | 25,875(10) | 6,244,792 | | Hih Song Kim Chief Administrative Officer & Assistant Corporate Secretary | 2024 | 406,745 | — | 1,816,645 | | 453,211 | 88,592(11) | 2,765,192 |

  75. SUMMARY COMPENSATION TABLE

    Notes:

  76. SUMMARY COMPENSATION TABLE

    | (1) Mr. Rietbroek was awarded a $882,500 sign-on bonus, which was awarded, in part to compensate him for a bonus award forfeited with his prior employer. Such bonus was paid on January 19, 2024, and was subject to repayment based on the pro rata portion of days of employment through the one-year anniversary of Mr. Rietbroek’s start date, as described in further detail in “—Other Cash Bonuses” above. |

  77. SUMMARY COMPENSATION TABLE

    | (2) Amount represents a one-time discretionary cash bonus paid in connection with Mr. Hass and Ms. Poe’s efforts during the pendency of the Transaction. |

  78. SUMMARY COMPENSATION TABLE

    | (3) Amount represents (a) an annual “transition” bonus of $18,000 in respect of 2024, which will be paid in April 2025, and (b) a one-time cash bonus of $800,000 in connection with the consummation of the Transaction, which was paid on December 6, 2024. |

  79. SUMMARY COMPENSATION TABLE

    | (4) Amounts reflect the grant date fair value of time- and performance-based restricted share units granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the NEO. Since Mr. Rietbroek’s employment with Primo Water commenced on January 1, 2024, after the conclusion of the annual grant cycle with respect to the fiscal 2024 performance year, Mr. Rietbroek’s fiscal 2024 awards were granted upon his employment commencement date, such that both the fiscal 2024 and fiscal 2025 awards were issued during fiscal 2024. If the awards associated with the fiscal 2024 grant cycle were excluded, the aggregate grant date fair value would be $9,578,789. Additionally, amounts reported for Mr. Rietbroek, Mr. Hass and Ms. Poe reflect adjustments to awards granted prior to the Transaction, with such adjustments for modifications as a result of the conversion of outstanding Primo Water time- and performance-based restricted share units awards into Primo Brands time-based restricted share units granted under the Legacy 2018 Plan. Accordingly, the amounts reported for Mr. Rietbroek, Mr. Hass and Ms. Poe include the incremental fair value of the modified awards ($6,231,891, $3,007,085 and $3,021,205 for Mr. Rietbroek, Mr. Hass and Ms. Poe, respectively), computed as of the modification date in accordance with ASC Topic 718. |

  80. SUMMARY COMPENSATION TABLE

    | (5) Amounts reflect the grant-date fair value of Class B units in TWP Holdings, as defined below in the section titled “Grants of Plan-Based Awards in Fiscal 2024,” granted during fiscal year 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by Mr. Austin. |

  81. SUMMARY COMPENSATION TABLE

    | (6) Amounts under the Non-Equity Incentive Plan Compensation column reflect amounts earned under Primo Water’s annual performance bonus program for Messrs. Rietbroek and Hass and Ms. Poe and BlueTriton’s annual performance bonus program for Mr. Austin and Ms. Kim. |

  82. SUMMARY COMPENSATION TABLE

    | (7) Amount represents a car allowance ($15,385), relocation expenses ($219,308), and employer matching contributions to Mr. Rietbroek’s 401(k) account under the Primo Water Corporation 401(k) Plan ($10,350). |

  83. SUMMARY COMPENSATION TABLE

    | (8) Amount represents a car allowance ($13,500), phone allowance ($2,025), employer matching contributions to Mr. Hass’s 401(k) account under the Primo Water Corporation 401(k) Plan ($10,350), and wellness benefit ($500). |

  84. SUMMARY COMPENSATION TABLE

    | (9) Amount represents a car allowance ($10,833), employer matching contributions to Mr. Austin’s 401(k) account under the BlueTriton Brands, Inc. 401(k) Savings Plan ($13,800), additional retirement contributions to Mr. Austin’s 401(k) account ($24,150), and the discretionary distribution from TWP Holdings to unvested time-vesting BlueTriton Profits Interests ($18,709). |

  85. SUMMARY COMPENSATION TABLE

    | (10) Amount represents a car allowance ($13,500), phone allowance ($2,025), and employer matching contributions to Ms. Poe’s 401(k) account under the Primo Water Corporation 401(k) Plan ($10,350). |

  86. SUMMARY COMPENSATION TABLE

    | (11) Amount represents employer matching contributions to Ms. Kim’s 401(k) account under the BlueTriton Brands, Inc. 401(k) Savings Plan ($13,800) and the discretionary distribution from TWP Holdings to unvested time-vesting BlueTriton Profits Interests ($74,792). |

  87. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024 The following table sets forth information with respect to performance-based restricted share units and time-based restricted share units granted under our Equity Plans during the year ended December 31, 2024 to each of our NEOs along with a grant of BlueTriton Profits Interests to Mr. Austin in Triton Water Parent Holdings, LP (“TWP Holdings”), a parent entity of BlueTriton. The following table also sets forth the range of possible cash payouts to each of our NEOs under our annual performance bonus plan for achievement of specified levels of performance in fiscal 2024.

  88. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(8) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Robbert Rietbroek | | 450,000 | 900,000 | 1,800,000 | | | | | | | | | | 1/1/2024 | | | | 52,624 | 131,561 | 263,122 | | | | 2,483,210 | | | 1/1/2024 | | | | | | | 232,558(4) | | | 3,499,998 | | | 1/1/2024 | | | | | | | 67,774 | | | 1,019,999 | | | 11/8/2024 | | | | | | | 246,347(5) | | | 3,480,851(9) | | | 11/8/2024 | | | | | | | | | | 2,130,231(9) | | | 11/8/2024 | | | | | | | | | | 620,810(9) | | | 12/11/2024 | | | | 63,246 | 158,116 | 316,232 | | | | 6,993,471 | | | 12/11/2024 | | | | | | | 81,453 | | | 2,585,318 | | David Hass | | 206,250 | 412,500 | 825,000 | | | | | | | | | | 11/8/2024 | | | | | | | 175,309(6) | | | 2,581,689(9) | | | 11/8/2024 | | | | | | | | | | 425,396(9) | | | 12/11/2024 | | | | 17,447 | 43,618 | 87,236 | | | | 1,929,224 | | | 12/11/2024 | | | | | | | 22,470 | | | 713,198 | | Robert Austin | | | 1,200,000 | | | | | | | | | | | 10/3/2024 | | | | | | | | 3,000(7) | N/A(7) | 1,543,189(10) | | | 12/11/2024 | | | | 9,268 | 23,172 | 46,344 | | | | 1,024,898 | | | 12/11/2024 | | | | | | | 11,937 | | | 378,880 | | Marni Morgan Poe | | 193,125 | 386,250 | 772,500 | | | | | | | | | | 11/8/2024 | | | | | | | 179,230(6) | | | 2,649,439(9) | | | 11/8/2024 | | | | | | | | | | 371,766(9) | | | 12/11/2024 | | | | 11,994 | 29,987 | 59,974 | | | | 1,326,325 | | | 12/11/2024 | | | | | | | 15,448 | | | 490,320 | | Hih Song Kim | | | 205,500 | | | | | | | | | | | 12/11/2024 | | | | 11,994 | 29,987 | 59,974 | | | | 1,326,325 | | | 12/11/2024 | | | | | | | 15,448 | | | 490,320 |

  89. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    Notes:

  90. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | (1) The amounts in these columns show the range of possible cash payouts under our annual performance bonus plan for achievement of specified levels of performance in fiscal 2024. With respect to our NEOs other than Mr. Austin and Ms. Kim, amounts reported in these columns are calculated solely based on Bonus-Adjusted EBITDA, Bonus-Adjusted operating free cash flow, and Bonus-Adjusted revenue targets. For Mr. Austin and Ms. Kim, amounts reported in these columns are calculated based on BlueTriton business and individual performance metrics. For additional information related to the annual cash incentive awards including performance goals, measures and weighting, see the “Compensation Discussion and Analysis” section of this proxy statement. |

  91. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | (2) The amounts in these columns represent performance-based restricted share unit awards. With respect to Mr. Rietbroek, the performance-based restricted share unit awards granted on January 1, 2024 would have vested based upon the achievement of average ROIC and relative TSR over a three-year period beginning on the first day of Primo Brands’ 2024 fiscal year and ending on the last day of Primo Brands’ 2026 fiscal year. The amounts included in the “Target” column reflect the total number of shares that would have been issued at the end of the three-year performance period if 100% of the “target” relative TSR is achieved. The amounts included in the “Maximum” column reflect the total number of shares that would have been issued at the end of the three-year performance period if the “outperform” measure of relative TSR is achieved. The performance-based restricted share unit awards (other than those granted to Mr. Rietbroek on January 1, 2024) vest based upon the achievement of relative TSR over a three-year period beginning on the first day of Primo Brands’ 2025 fiscal year and ending on the last day of Primo Brands’ 2027 fiscal year. The amounts included in the “Target” column reflect the total number of shares that would be issued at the end of the three-year performance period if 100% of the “target” relative TSR is achieved, with the number of units determined using the closing price of Primo Brands common shares on the Closing. The amounts included in the “Maximum” column reflect the total number of shares that would be issued at the end of the three-year performance period if the |

  92. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    ‘outperform’ measure of relative TSR is achieved. All such awards were converted into time-based restricted share units in connection with the closing of the Transaction and vest at the end of the original three-year performance period, subject to continued employment through the vesting date. The awards with a grant date of November 8, 2024, reflect such converted awards and the incremental fair value associated therewith.

  93. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | (3) Unless otherwise noted, the amounts in this column represent grants of time-based restricted share units, with the number of units determined using the closing price of Primo Brands common shares on the grant date, except for Mr. Rietbroek’s January 2024 grant, which used the closing price of the applicable underlying shares. Time-based restricted share units granted in 2024 vest in three equal installments on the first, second and third anniversaries of the grant date. All performance-based restricted share units that were converted to time-based restricted share units in connection with the closing of the Transaction vest at the end of the original three-year performance period, subject to continued employment through the vesting date. |

  94. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | (4) This amount represents time-based restricted share units granted on January 1, 2024, pursuant to an inducement award, which vests in two equal installments on the first and second anniversaries of the grant date. As described in “—Setting Executive Compensation and the Role of Executive Officers in Compensation Decisions,” Mr. Rietbroek received this one-time inducement equity award as a replacement award for compensation lost at his former employer. |

  95. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | (5) This amount represents time-based restricted share units originally granted as a performance-based restricted share unit award on January 1, 2024, which were converted to time-based restricted share units in connection with the closing of the Transaction and vest at the end of the original three-year performance period, subject to continued employment through the vesting date. This award was granted in connection with Primo Water’s annual grant cycle; however, such award was not granted until Mr. Rietbroek’s employment commencement date with Primo Water. |

  96. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | (6) This amount represents time-based restricted share units originally granted as a performance-based restricted share unit award, which were converted to time-based restricted share units in connection with the closing of the Transaction and vest at the end of the original three-year performance period, subject to continued employment through the vesting date. |

  97. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | (7) The award reported in these columns reflects the Class B units in TWP Holdings (“Class B units”) granted to Mr. Austin. The Company believes that, despite the fact that the Class B units do not require the payment of an exercise price, they are most similar economically to stock options because the “profits interests” share in future profits and appreciation in value in excess of the associated participation threshold, and as such, they are properly classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K under the 1933 Securities Act as an instrument with an “option-like feature.” |

  98. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | (8) Unless otherwise noted, the “Grant Date Fair Value of Stock and Option Awards” column shows the full grant date fair values of the performance and time-based restricted share units granted in fiscal 2024. The grant date fair values of the awards are determined under ASC 718 and represent the amounts we would expense in our financial statements over the vesting schedule for the awards. In accordance with SEC rules, the amounts in this column reflect the actual ASC 718 accounting cost without reduction for estimates of forfeitures related to service based vesting conditions. The amounts reflect our accounting for these grants and do not correspond to the actual values that may be realized by the NEOs. |

  99. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | (9) Represents the incremental fair value of Mr. Rietbroek, Mr. Hass and Ms. Poe’s awards due to modifications as a result of the conversion of outstanding Primo Water time- and performance-based restricted share units awards into Primo Brands time-based restricted share units granted under the Legacy 2018 Plan, computed as of the modification date in accordance with ASC Topic 718. |

  100. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | (10) All amounts shown are calculated in accordance with ASC Topic 718. The following assumptions were used in the calculation of these amounts for the BlueTriton Profits Interests: volatility of 40.17%, risk free rate of 5.13%, and dividend yield of 0.00%. |

  101. GRANTS OF PLAN-BASED AWARDS TABLE

    GRANTS OF PLAN-BASED AWARDS TABLE

  102. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END The following table sets forth information with respect to equity awards outstanding at December 31, 2024 for each of our NEOs.

  103. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexcused Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Robbert Rietbroek | — | — | | — | — | | | 63,246(2) | 1,946,079 | | | | | | | | 81,453(3) | 2,506,309 | | | | | | | | | | 123,174(4) | 3,790,064 | | | | | | | | | | 123,173(4) | 3,790,033 | | | | | | | | | | 232,558(5) | 7,155,810 | | | | | | | | | | 67,774(6) | 2,085,406 | | | | David Hass | 14,822(7) | — | | 9.76 | 5/4/2030 | | | | | | | 7,878(8) | — | | 15.84 | 12/9/2030 | | | | | | | | | | | | | | 17,447(2) | 536,844 | | | | | | | | 22,470(3) | 691,402 | | | | | | | | | | 50,933(9) | 1,567,208 | | | | | | | | | | 50,932(9) | 1,567,178 | | | | | | | | | | 18,684(10) | 574,907 | | | | | | | | | | 48,224(11) | 1,483,852 | | | | | | | | | | 12,578(12) | 387,025 | | | | | | | | | | 13,434(13) | 413,364 | | | | | | | | | | 1,752(14) | 53,909 | | | | Robert Austin | — | — | | — | — | | | 9,268(2) | 285,176 | | | | | | | | 11,937(3) | 367,301 | | | | | 83.33(15) | 41.67(15) | 125(15) | N/A | N/A | | | | | | | 25(16) | 25(16) | 50(16) | N/A | N/A | | | | | | | 33.75(17) | 33.75(17) | 67.5(17) | N/A | N/A | | | | | | | — | 123.5(18) | 123.5(18) | N/A | N/A | | | | | | | — | 3,000(19) | — | N/A | N/A | | | | | | Marni Morgan Poe | 37,064(20) | — | | 9.25 | 2/25/2025 | | | | | | | 73,844(21) | — | | 11.22 | 2/19/2026 | | | | | | | 57,947(22) | — | | 16.99 | 8/11/2026 | | | | | | | 62,013(23) | — | | 10.40 | 12/6/2026 | | | | | | | 52,515(24) | — | | 17.50 | 12/7/2027 | | | | | | | 65,298(25) | — | | 14.68 | 12/11/2028 | | | | | | | 76,979(26) | — | | 13.67 | 12/11/2029 | | | | | | | 55,147(8) | — | | 15.84 | 12/9/2030 | | | | | | | | | | | | | | 11,994(2) | 369,055 | | | | | | | | 15,448(3) | 475,335 | | | | | | | | | | 42,531(9) | 1,308,679 | | | | | | | | | | 42,531(9) | 1,308,679 | | | | | | | | | | 15,602(10) | 480,074 | | | | | | | | | | 47,021(13) | 1,446,836 | | | | | | | | | | 6,132(14) | 188,682 | | | | Hih Song Kim | — | — | | — | — | | | 11,994(2) | 369,055 | | | | | | | | 15,448(3) | 475,335 | | | | | 333.33(27) | 166.67(27) | 500(27) | N/A | N/A | | | | |

  104. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (1) The market value shown has been calculated based on the closing price of our common shares on the NYSE as of December 31, 2024 ($30.77), the last business day of our 2024 fiscal year. |

  105. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (2) This amount represents performance-based restricted share units granted on December 11, 2024. The performance-based restricted share unit awards vest based upon the achievement of relative TSR over a three year period beginning on the first day of Primo Brands’ 2025 fiscal year and ending on the last day of Primo Brands’ 2027 fiscal year. The payout percentage of the performance-based restricted share units and the related unrecognized compensation cost is subject to change based on the level of relative TSR that is achieved during such period. |

  106. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (3) This amount represents time-based restricted share units granted on December 11, 2024, which vest in equal installments on the first, second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. |

  107. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (4) This amount represents time-based restricted share units originally granted as a performance-based restricted share unit award on January 1, 2024, which were converted to time-based restricted share units in connection with the closing of the Transaction and vest at the end of the original three-year performance period, subject to continued employment through the vesting date. This award was granted in connection with Primo Water’s annual grant cycle; however, such award was not granted until Mr. Rietbroek’s employment commencement date with Primo Water. |

  108. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (5) This amount represents time-based restricted share units granted on January 1, 2024, pursuant to an inducement award, which vests in two equal installments on the first and second anniversaries of the grant date. As described in “—Setting Executive Compensation and the Role of Executive Officers in Compensation Decisions,” Mr. Rietbroek received this one-time inducement equity award as a replacement award for compensation lost at his former employer. |

  109. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (6) This amount represents time-based restricted share units granted on January 1, 2024, which vest in equal installments on the first, second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. This award was granted in connection with Primo Water’s annual grant cycle; however, such award was not granted until Mr. Rietbroek’s employment commencement date with Primo Water. |

  110. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (7) This amount represents stock options granted on May 4, 2020, which are fully vested. |

  111. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (8) This amount represents stock options granted on December 9, 2020, which are fully vested. |

  112. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (9) This amount represents time-based restricted share units originally granted as a performance-based restricted share unit award on December 8, 2023, which were converted to time-based restricted share units in connection with the closing of the Transaction and vest at the end of the original three-year performance period, subject to continued employment through the vesting date. |

  113. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (10) This amount represents time-based restricted share units granted on December 8, 2023, which vest in equal installments on the first, second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. |

  114. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (11) This amount represents time-based restricted share units originally granted as a performance-based restricted share unit award on January 23, 2023, which were converted to time-based restricted share units in connection with the closing of the Transaction and vest at the end of the original three-year performance period, subject to continued employment through the vesting date. |

  115. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (12) This amount represents time-based restricted share units granted on January 23, 2023, which vest in equal installments on the first, second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. |

  116. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (13) This amount represents time-based restricted share units originally granted as a performance-based restricted share unit award on December 7, 2022, which were converted to time-based restricted share units in connection with the closing of the Transaction and vest at the end of the original three-year performance period, subject to continued employment through the vesting date. |

  117. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (14) This amount represents time-based restricted share units granted on December 7, 2022, which vest in equal installments on the first, second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. |

  118. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (15) Mr. Austin was granted 250 Class B units on August 27, 2021 with a vesting commencement date of April 1, 2021, consisting of 125 Class B units subject to time-based vesting and 125 Class B units subject to performance-based vesting. 50% of the Class B units subject to time-based vesting vested on April 1, 2023. An additional 16 2/3% vested on April 1, 2024 and the remaining unvested Class B units subject to time-based vesting will vest in equal installments of 16 2/3% on each of the fourth and fifth anniversaries of April 1, 2021 with accelerated vesting of all such Class B units upon an Exit Transaction, subject to Mr. Austin’s continued service with the Company through the applicable vesting dates. The remaining unvested Class B units subject to performance-based vesting for Mr. Austin will vest based achievement of a multiple on invested capital returned to significant investors in TWP Holdings, subject to Mr. Austin’s continued service with the Company through the applicable vesting date. |

  119. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (16) Mr. Austin was granted 100 Class B units on October 9, 2022 with a vesting commencement date of October 9, 2022, consisting of 50 Class B units subject to time-based vesting and 50 Class B units subject to performance-based vesting. 50% of the Class B units subject to time-based vesting vested on October 9, 2024, and 16 2/3% will vest on each of the third, fourth, and fifth anniversaries of October 9, 2022 with accelerated vesting of all such Class B units upon an Exit Transaction, subject to Mr. Austin’s continued service with the Company through the applicable vesting dates. The remaining unvested Class B units subject to performance-based vesting for Mr. Austin will vest based on achievement of a multiple on invested capital returned to significant investors in TWP Holdings, subject to the Mr. Austin’s continued service with the Company through the applicable vesting date. |

  120. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (17) Mr. Austin was granted 135 Class B units on February 7, 2023 with a vesting commencement date of October 31, 2022, consisting of 67.5 Class B units subject to time-based vesting and 67.5 Class B units subject to performance-based vesting. 50% of the Class B units subject to time-based vesting vested on October 31, 2024, and 16 2/3% will vest on each of the third, fourth, and fifth anniversaries of October 31, 2022 with accelerated vesting of all such Class B units upon an Exit Transaction, subject to Mr. Austin’s continued service with the Company through the applicable vesting dates. The remaining unvested Class B units subject to performance-based vesting for Mr. Austin will vest based on achievement of a multiple on invested capital returned to significant investors in TWP Holdings, subject to the Mr. Austin’s continued service with the Company through the applicable vesting date. |

  121. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (18) Mr. Austin was granted 247 Class B units on June 20, 2023 with a vesting commencement date of May 1, 2023, consisting of 123.5 Class B units subject to time-based vesting and 123.5 Class B units subject to performance-based vesting. 50% of the remaining unvested Class B units subject to time-based vesting for Mr. Austin will vest on the second anniversary of May 1, 2023, and 16 2/3% vest on each of the third, fourth, and fifth anniversaries of May 1, 2023 with accelerated vesting of all such Class B units upon an Exit Transaction, subject to Mr. Austin’s continued service with the Company through the applicable vesting dates. The remaining unvested Class B units subject to performance-based vesting for Mr. Austin will vest based on achievement of a multiple on invested capital returned to significant investors in TWP Holdings, subject to the Mr. Austin’s continued service with the Company through the applicable vesting date. |

  122. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (19) Mr. Austin was granted 3,000 Class B units on October 3, 2024 with a vesting commencement date of June 17, 2024, consisting of 3,000 Class B units subject to time-based vesting. 25% of the Class B units will vest on each of the first four anniversaries of June 17, 2024 with accelerated vesting of all such Class B units upon an Exit Transaction, subject to Mr. Austin’s continued service with the Company through the applicable vesting dates. |

  123. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (20) This amount represents stock options granted on February 25, 2015, which are fully vested. |

  124. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (21) This amount represents stock options granted on February 19, 2016, which are fully vested. |

  125. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (22) This amount represents stock options granted on August 11, 2016, which are fully vested. |

  126. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (23) This amount represents stock options granted on December 6, 2016, which are fully vested. |

  127. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (24) This amount represents stock options granted on December 7, 2017, which are fully vested. |

  128. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (25) This amount represents stock options granted on December 11, 2018, which are fully vested. |

  129. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (26) This amount represents stock options granted on December 11, 2019, which are fully vested. |

  130. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (27) Ms. Kim was granted 1,000 Class B units on August 27, 2021 with a vesting commencement date of July 19, 2021, consisting of 500 Class B units subject to time-based vesting and 500 Class B units subject to performance-based vesting. 50% of the Class B units subject to time-based vesting vested on July 19, 2023. An additional 16 2/3% vested on July 19, 2024 and the remaining unvested Class B units subject to time-based vesting will vest in equal installments of 16 2/3% on each of the fourth and fifth anniversaries of July 19, 2021 with accelerated vesting of all such Class B units upon an Exit Transaction, subject to Ms. Kim’s continued service with the Company through the applicable vesting dates. The remaining unvested Class B units subject to performance-based vesting for Ms. Kim will vest based achievement of a multiple on invested capital returned to significant investors in TWP Holdings, subject to Ms. Kim’s continued service with the Company through the applicable vesting date. |

  131. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024

    OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024 The following table sets forth information with respect to option exercises and stock awards vesting during 2024 for each of our NEOs.

  132. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Robbert Rietbroek | — | — | — | — | | David Hass | — | — | 30,537 | 846,655 | | Robert Austin | — | — | — | — | | Marni Morgan Poe | 41,504 | 284,717 | 66,553 | 2,068,660 | | Hih Song Kim | — | — | — | — |

  133. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024

    Notes:

  134. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024

    | (1) Unless otherwise noted, this amount includes (a) time-based restricted share units granted to Primo Water executives under the Legacy 2018 Plan in December 2021, the last installment of which vested on the third anniversary of the grant date, (b) time-based restricted share units granted in December 2022 to Primo Water executives under the Legacy 2018 Plan, one third of which vested on the second anniversary of the grant date, (c) time-based restricted share units granted in January 2023 to Mr. Hass under the Legacy 2018 Plan, one third of which vested on the first anniversary of the grant date, (d) time-based restricted share units granted in December 2023 to Primo Water executives under the Legacy 2018 Plan, one third of which vested on the first anniversary of the grant date, and (e) performance-based restricted share units granted in December 2021, which were converted to time-based restricted share units in connection with the closing of the Transaction vested in December 2024 at the end of the original award’s performance period. |

  135. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024

    | (2) With respect to time-based restricted share units granted in December 2021 and December 2022 to Primo Water executives under the Legacy 2018 Plan, the value realized on vesting has been calculated by utilizing the closing price of Primo Brands’ common shares on the NYSE as of the applicable vesting dates (December 9, 2024 ($31.10) and December 6, 2024 ($30.53) (which was the last trading day prior to the vesting date of the time-based restricted shares units granted in December 2022), respectively). With respect to time-based restricted share units granted in January 2023 to Mr. Hass, the value realized on vesting has been calculated by utilizing the closing price of Primo Water’s common shares on the NYSE as of January 23, 2024 ($14.78). With respect to time-based restricted share units granted in December 2023, the value realized on vesting has been calculated by utilizing the closing price of our common shares on the NYSE as December 9, 2024 ($31.10), which was the first trading day following the vesting date of the time-based restricted shares units granted in December 2023. With respect to performance-based restricted share units granted in December 2021 that were converted to time-based restricted share units in connection with the closing of the Transaction, the value realized on vesting has been calculated by utilizing the closing price of our common shares on the NYSE as of December 28, 2024 ($31.15), which was the end date of the original performance period. |

  136. NONQUALIFIED DEFERRED COMPENSATION TABLE

    NONQUALIFIED DEFERRED COMPENSATION TABLE We maintain the BlueTriton NQDC Plan and the Primo Water Deferred Compensation Program for a select group of our highly compensated employees of BlueTriton, in which Ms. Kim is the sole NEO who is a participant of the BlueTriton NQDC Plan and Ms. Poe is the sole NEO who is a participant of the Primo Water NQDC Plan. For a summary of the material elements of the BlueTriton NQDC Plan and Primo Water NQDC Plan, see “—Nonqualified Deferred Compensation Plans” above. The following table contains information regarding the BlueTriton NQDC Plan and Primo Water NQDC Plan.

  137. NONQUALIFIED DEFERRED COMPENSATION TABLE

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Marni Morgan Poe | 129 | 0 | 19,089 | 0 | 99,028 | | Hih Song Kim | 67,291 | 0 | 8,047 | 0 | 117,219 |

  138. NONQUALIFIED DEFERRED COMPENSATION TABLE

    Notes:

  139. NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (1) The amount in this column is also included in the Summary Compensation Table in the “Salary” and “Non-Equity Incentive Plan Compensation Earnings” columns for fiscal 2024. |

  140. NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (2) This amount is not included in the Summary Compensation Table because earnings were not preferential or above market. |

  141. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL In this section, we describe payments that may be made to our NEOs upon several alternate termination event scenarios, or upon the occurrence of a Change of Control, in each case assuming such event occurred on December 31, 2024.

  142. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our director compensation philosophy is to appropriately compensate our non-employee directors for the time, expertise and effort required to serve as a director of a large and complex company, and to align the interests of our directors with those of our stockholders. Directors who are One Rock employees do not receive compensation for serving on the Board.

  143. Prior to the Transaction

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | C. Dean Metropoulos | 10,503,112 | 83,425 | 10,586,537 | | Kurtis Barker | 16,143 | 83,425 | 99,568 | | Britta Bomhard | 136,331 | 154,068 | 290,399 | | Susan E. Cates | 152,935 | 154,068 | 307,003 | | Michael Cramer | 344,976 | 83,425 | 428,401 | | Eric J. Foss | 141,740 | 154,068 | 295,808 | | Jerry Fowden | 237,160 | 154,068 | 391,228 | | Billy D. Prim | 132,201 | 154,068 | 286,269 | | Steven P. Stanbrook | 111,740 | 154,068 | 265,808 |

  144. PAY VS PERFORMANCE

    PAY VS PERFORMANCE In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between compensation of our CEO and NEOs and certain financial performance measures of Primo Brands. For further information on Primo Brands’ pay-for-performance philosophy and how executive compensation aligns with the Company’s performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.

  145. PAY VS PERFORMANCE

    | | | | | | Value of an initial $100 Investment: | | | | | Year | Summary Compensation Table Total for CEO(1)(2) | Compensation Actually Paid to CEO(1)(3) | Average Summary Compensation Table Total for Non-CEO NEOs(1)(2) | Average Compensation Actually Paid to Non-CEO NEOs(1)(3) | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | Net Income/ (Loss) (millions)(6) | Combined Adjusted EBITDA (millions)(7) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $25,990,984 | $29,930,013 | $5,650,276 | $7,486,462 | $121.05 | $94.56 | ($12.6) | $1,352.5 |

  146. PAY VS PERFORMANCE

    | (1) The dollar amounts reported in column (b) through (e) reflect the following individuals: |

  147. PAY VS PERFORMANCE

    | Year | CEO | Non-CEO NEOs | | 2024 | Mr. Rietbroek | Mr. Austin, Mr. Hass, Ms. Poe, and Ms. Kim |

  148. PAY VS PERFORMANCE

    | (2) The dollar amounts reported in column (b) reflect the total compensation reported for our CEO during the applicable year, while the dollar amounts reported in column (d) reflect the average total compensation reported for the NEOs (excluding our CEO) during the applicable year, in the “Total” column in the Summary Compensation Table. |

  149. PAY VS PERFORMANCE

    | (3) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to our CEO, while the dollar amounts reported in column (e) represent the average amount of “compensation actually paid” for the NEOs (excluding our CEO) for the applicable year. Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). To calculate CAP for 2024, the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table: |

  150. PAY VS PERFORMANCE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for 2024 | CEO | Average For Non-CEO NEOs | | Reported Summary Compensation Table Total | $25,990,984 | $5,650,276 | | (Less): Reported Value of Equity Awards(a) | ($22,813,887) | ($3,812,742) | | Add: Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year(b) | $26,107,835 | $2,445,492 | | Add/(Less): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years(b) | $0 | $2,603,466 | | Add: Fair Value at Vesting of Equity Awards Granted in Fiscal Year That Vested During Fiscal Year(b) | $0 | $0 | | Add/(Less): Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(b) | $0 | $486,285 | | (Less): Fair Value as of Prior Fiscal Year-End of Equity Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(b) | $0 | $0 | | Add: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $645,081 | $113,686 | | Compensation Actually Paid | $29,930,013 | $7,486,462 |

  151. PAY VS PERFORMANCE

    | (a) The amounts in this row reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |

  152. PAY VS PERFORMANCE

    | (b) In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date for each award that vested in the covered year. For performance-based awards, the fair values reflect the probable outcome of the performance vesting conditions as of each measurement date. For market-based awards, the fair values were determined using a Monte Carlo valuation. |

  153. PAY VS PERFORMANCE

    | (4) The amounts in column (f) represents the cumulative return on a fixed investment of $100 in Primo Brands’ common stock, for the period beginning on November 11, 2024, the date Primo Brands’ common stock commenced trading on the New York Stock Exchange, through the end of the applicable fiscal year, assuming reinvestment of dividends. |

  154. PAY VS PERFORMANCE

    | (5) The amounts in column (g) represents the cumulative return on a fixed investment of $100 in the custom peer group for the period beginning on November 11, 2024 through the end of the applicable fiscal year, assuming reinvestment of dividends. The peer group for 2024 includes The Boston Beer Company, Inc., The Campbell’s Company, Clean Harbors, Inc., Coca-Cola Consolidated, Inc., Flower Foods, Inc., General Mills, Inc., The Hershey Company, The J.M. Smucker Company, Keurig Dr Pepper Inc., Lamb Weston Holdings, Inc., Molson Coors Beverage Company, Monster Beverage Corporation, Post Holdings, Inc., Waste Connections, Inc., WK Kellogg Co, and XPO, Inc. |

  155. PAY VS PERFORMANCE

    | (6) The dollar amounts reported represent the net income reflected in Primo Brands’ audited financial statements for the applicable year. |

  156. PAY VS PERFORMANCE

    | (7) While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, Combined Adjusted EBITDA is the financial performance measure that, in Primo Brands’ assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to NEOs, for the most recently completed fiscal year, to Company performance. Company Adjusted EBITDA is a non-GAAP measure and is calculated from our audited financial statements as follows: net income (loss) before interest and financing expense, net, provision for (benefit from) income taxes, and depreciation and amortization, further adjusted for acquisition, integration and restructuring expenses, share-based compensation costs, unrealized loss (gain) on foreign exchange and commodity forwards, loss on disposal of property, plant and equipment, net, gain on extinguishment of debt, management fees, and other adjustments, net. For a reconciliation of the differences between Company Adjusted EBITDA and the most directly comparable financial measure calculated and presented in accordance with GAAP, see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” on page 46 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |

  157. Description of Certain Relationships between Information Presented in the Pay vs. Performance Table

    Description of Certain Relationships between Information Presented in the Pay vs. Performance Table As described in more detail in the section “Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. While we utilize several performance measures to align executive compensation with Company performance, they are not all required to be presented in the Pay vs. Performance table. In accordance with SEC rules, the Company provided information regarding the Net Loss of $12.6 million in 2024 and Combined Adjusted EBITDA of $1,352.5 million in 2024 in the table above. The ongoing relationship between these financial measures and compensation actually paid will expand as we build history as a public company. The 2024 CAP to our Principal Executive Officer (“PEO”) of $29.9 million is higher than the Summary Compensation Table figure of $26.0 million, and the average CAP for our Non-PEO NEOs of $7.5 million is higher than the Summary Compensation Table average of $5.6 million. The primary driver of these differences is that our stock price increased throughout 2024. Our TSR increased from November 11, 2024 (the first trading day of Primo Brands’ stock in the NYSE) through December 31, 2024 while the TSR of our peer group declined over the same period.