SEC Filings

Primo Water Corp /CN/ (Form: DEF 14A, Received: 03/28/2024 10:23:52)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )
Filed by the Registrant ☒
Filed by a party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
PRIMO WATER CORPORATION
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
No fee required
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Primo Water Corporation
1150 Assembly Drive
Suite 800
Tampa, Florida 33607
March 28, 2024
Dear Shareowners:
We are pleased to invite you to attend Primo Water Corporation’s (“Primo Water” or the “Company”) 2024 annual and special meeting of shareowners (including any adjournment or postponement thereof, the “meeting”), which will be held at 8:00 a.m. (local time in Tampa, Florida) on Wednesday, May 8, 2024. We will again hold our annual and special meeting of shareowners in a virtual-only format, via live audio webcast. You can access the meeting by visiting www.virtualshareholdermeeting.com/PRMW2024. You will be able to listen to the meeting live and submit questions and vote your shares while the meeting is being held.
At this meeting, you will have the opportunity to learn more about Primo Water and our strategy and to receive our financial results for the 2023 fiscal year. The notice of meeting and proxy statement that accompany this letter describe the business to be conducted at the meeting. You should also have received a proxy card or voting instruction form and postage-paid return envelope, through which your vote is being solicited on behalf of the Company’s board of directors (the “Board”).
We appreciate and encourage shareowner participation. For this year’s meeting, the Board has determined to nominate ten of our incumbent directors: Britta Bomhard, Susan E. Cates, Eric J. Foss, Jerry Fowden, Derek R. Lewis, Lori T. Marcus, Billy D. Prim, Robbert Rietbroek, Archana Singh and Steven P. Stanbrook. We are confident that our slate of Board candidates has the right mix of professional achievement, skills, experiences and reputations that qualify each of them to serve on the Board. We are committed to engaging with our shareowners and continuing to respond to shareowner concerns about the Company, and we believe we are well-positioned to oversee the execution of our long-term strategic plan to maximize value for the Company’s shareowners and other constituencies that the Company serves. The Board unanimously recommends that you vote “FOR” the election of the Board’s candidates on the proxy card.
Even if you cannot attend the meeting, it is very important that your shares be represented and voted, either through the Internet, by telephone or by completing, signing and dating the enclosed proxy card in the envelope provided. Returning the proxy card or voting by Internet or telephone does not deprive you of your right to attend the meeting and to vote your shares. We encourage you to read the accompanying proxy statement and vote as soon as possible. If your shares are held by a broker, securities dealer, bank, trust company or other intermediary, we recommend that you instruct your intermediary to vote your shares on the proxy card.
Thank you for your ongoing support of Primo Water Corporation. Your vote and participation, no matter how many shares you own, are very important to us. We look forward to your cooperation.
Sincerely,
 

 
Robbert Rietbroek
 
Chief Executive Officer
 
If you have any questions or require assistance in authorizing a proxy or voting your common shares, or if you would like additional copies of the proxy materials, please contact:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Call Toll Free: 1-800-322-2885
Email: prmw@mackenziepartners.com

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Primo Water Corporation
Notice of Annual and Special Meeting of Shareowners
The 2024 Annual and Special Meeting of Shareowners of Primo Water Corporation (“Primo Water” or the “Company”) will be held
on:
Wednesday, May 8, 2024
at:
8:00 a.m. (local time in Tampa, Florida). We encourage you to access the meeting prior to the start time to allow you ample time to log in to the live audio webcast and test your computer audio system.
At:
Virtual meeting only via live audio webcast online at www.virtualshareholdermeeting.com/PRMW2024. To participate in the meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompany your proxy materials. You will be able to listen to the meeting live and submit questions and submit your vote while the meeting is being held.
To:
receive the financial statements for the year ended December 30, 2023 and the report on those statements by Primo Water’s independent registered certified public accounting firm,
 
elect directors,
 
approve the appointment of Primo Water’s independent registered certified public accounting firm,
 
hold a non-binding advisory vote on executive compensation,
 
confirm, ratify and approve Primo Water’s Shareholder Rights Plan,
 
approve Amendment No. 4 to Primo Water’s 2018 Equity Incentive Plan, and
 
transact any other business that properly may be brought before the meeting and any adjournment of the meeting.
The foregoing items of business are more fully described in the accompanying proxy statement. The Board recommends a vote “FOR” each of the Board’s ten director candidates named in the accompanying proxy statement and proxy card and a vote “FOR” each of the Company’s other proposals on the proxy card. Only those shareowners as of the close of business on March 21, 2024 (the “Record Date”) are entitled to notice of and to vote at the meeting. The proxy statement and the proxy card are first being made available to shareowners on or about March 28, 2024.
Whether or not you plan to attend the meeting, we encourage you to submit your proxy as soon as possible by voting through the Internet, by telephone or by completing, signing and dating the enclosed proxy card. You are urged to vote your shares promptly even if your shares have been sold after the Record Date. For specific instructions on how to vote your shares, please refer to the proxy card or the section entitled “Questions and Answers About the Meeting” on page 3 of the proxy statement.
If your common shares are held by a broker, securities dealer, bank, trust company or other intermediary (i.e., your shares are held in “street name”), you will receive a voting instruction form from that broker, securities dealer, bank, trust company or other intermediary. You must provide voting instructions by completing the voting instruction form and returning it to your broker, securities dealer, bank, trust company or other intermediary for your shares to be voted. We recommend that you instruct your broker, securities dealer, bank, trust company or other intermediary to vote your shares on the proxy card. The proxy is revocable and will not affect your right to vote in person if you attend the meeting.

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It is important that your shares be represented at the meeting, even if you plan to attend the meeting, to ensure that your shares will be represented. You do not need to attend the meeting to vote if you vote your shares before the meeting. If you are a record holder, you may vote your shares by mail, telephone or the Internet as described in the proxy card. You may also vote in person (virtually) at the meeting. If your shares are held by a broker, securities dealer, bank, trust company or other intermediary, you must follow the instructions provided by your broker, securities dealer, bank, trust company or other intermediary to vote your shares. If you plan to attend the meeting and vote your shares in person (virtually) at the meeting, you need to make the necessary arrangements with your intermediary.
By order of the Board of Directors

Marni Morgan Poe
Chief Legal Officer and Secretary
Tampa, Florida
March 28, 2024
YOUR VOTE IS IMPORTANT. PLEASE VOTE PROMPTLY, EITHER ELECTRONICALLY THROUGH THE INTERNET, BY TELEPHONE OR BY COMPLETING, SIGNING, DATING AND RETURNING YOUR PROXY CARD.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL AND SPECIAL MEETING OF SHAREOWNERS TO BE HELD ON MAY 8, 2024
Our proxy statement, form of proxy and 2023 annual report are available at our website (www.primowatercorp.com), as well as our profile on SEDAR (www.sedar.com) and EDGAR (www.sec.gov).
Please complete, sign, date and promptly return the enclosed proxy card in the envelope provided, or grant a proxy and give voting instructions by Internet or telephone, so that you may be represented at the meeting. Instructions are on your proxy card or on the voting instruction form provided by your broker, securities dealer, bank, trust company or other intermediary.
The accompanying proxy statement provides a detailed description of the business to be conducted at the meeting. We urge you to read the accompanying proxy statement, including the appendices, carefully and in their entirety.
If you have any questions concerning the business to be conducted at the meeting, or if you would like additional copies of proxy materials, or require assistance in authorizing a proxy or voting your common shares, please contact:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Call Toll Free: 1-800-322-2885
Email: prmw@mackenziepartners.com

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Primo Water Corporation
Annual and Special Meeting of Shareowners
THIS PROXY STATEMENT EXPLAINS:
details of the matters to be voted upon at the meeting, and
how to exercise your right to vote even if you cannot attend the meeting.
THIS PROXY STATEMENT CONTAINS:
the notice of the meeting,
the proxy statement for the meeting, and
a proxy form that you may use to vote your shares without attending the meeting.
REGISTERED SHAREOWNERS
A proxy card is enclosed with this booklet. This proxy card may be used to vote your shares if you are unable to attend the meeting. Instructions on how to vote using this proxy card are found starting on page 5 of this proxy statement.
NON-REGISTERED BENEFICIAL SHAREOWNERS
If your shares are held on your behalf or for your account by a broker, securities dealer, bank, trust company or other intermediary, you will not be able to vote unless you carefully follow the instructions provided by your intermediary.
The accompanying proxy statement and proxy card are furnished in connection with the solicitation of proxies by or on behalf of the board of directors for use at the annual and special meeting of shareowners to be held on Wednesday, May 8, 2024 and any continuation of the meeting after an adjournment of such meeting.
AVAILABILITY OF QUARTERLY FINANCIAL INFORMATION
If you are a shareowner and wish to receive (or continue to receive) our quarterly interim financial statements (and the related management discussion and analysis) by mail, you must complete and return the enclosed request form. If you do not do so, quarterly financial statements will not be sent to you. Financial results are announced by media release, and financial statements are available on our website at www.primowatercorp.com, on the SEDAR website maintained by the Canadian securities regulators at www.sedar.com and on the EDGAR website maintained by the United States Securities and Exchange Commission at www.sec.gov.

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Forward-Looking Statements
In addition to historical information, this proxy statement, and the reports and documents incorporated by reference in this proxy statement, may contain statements relating to future events and future results. These statements are “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation and involve known and unknown risks, uncertainties, future expectations and other factors that may cause actual results, performance or achievements of Primo Water Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Generally, words such as “anticipate,” “believe,” “continue,” “could,” “endeavor,” “estimate,” “expect,” “intend,” “may,” “will,” “plan,” “predict,” “project,” “should” and similar terms and phrases are used to identify forward-looking statements in this proxy statement and in the documents incorporated in this proxy statement by reference. These forward-looking statements reflect current expectations regarding future events and operating performance and are made only as of the date of this proxy statement.
The forward-looking statements are not guarantees of future performance or events and, by their nature, are based on certain estimates and assumptions. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in forward-looking statements may include, but are not limited to, assumptions regarding management’s current plans and estimates. Although we believe the assumptions underlying these forward-looking statements are reasonable, any of these assumptions could prove to be inaccurate and, as a result, the forward-looking statements based on those assumptions could prove to be incorrect. Our operations involve risks and uncertainties, many of which are outside of our control, and any one or any combination of these risks and uncertainties could also affect whether the forward-looking statements ultimately prove to be correct. These risks and uncertainties include, but are not limited to, those described in Part I, Item 1A “Risk Factors” of our Form 10-K and those described from time to time in our future reports filed with the Securities and Exchange Commission (“SEC”) and Canadian securities regulatory authorities.
We undertake no obligation to update any information contained in this proxy statement or to publicly release the results of any revisions to forward-looking statements to reflect events or circumstances of which we may become aware of after the date of this proxy statement. Undue reliance should not be placed on forward-looking statements.
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Primo Water Corporation
Proxy Statement
GENERAL INFORMATION
This proxy statement and accompanying proxy card are furnished in connection with the solicitation of proxies by or on behalf of the board of directors (the “Board”) of Primo Water Corporation (“Primo Water” or the “Company”) for use at the Company’s 2024 annual and special meeting of shareowners (including any adjournments or postponements thereof, the “meeting”) that is to be held at the time and place, and for the purposes, described in the accompanying notice of the meeting.
We are first mailing or making available to shareowners this proxy statement, proxy card, our 2023 annual report and related materials on or about March 28, 2024. All dollar amounts are in United States dollars unless otherwise stated. All information contained in this proxy statement is as of March 21, 2024, unless otherwise indicated. Our fiscal year ends on the Saturday closest to December 31 of each year. In this proxy statement, therefore, references to the year 2021 are to the fiscal year ended January 1, 2022, references to the year 2022 are to the fiscal year ended December 31, 2022, and references to the year 2023 are to the fiscal year ended December 30, 2023. As used herein, “GAAP” means United States generally accepted accounting principles.
We will again hold our annual and special meeting of shareowners in a virtual meeting, via live audio webcast. Shareowners can access the meeting by visiting www.virtualshareholdermeeting.com/PRMW2024. To participate in the meeting, shareowners will need the 16-digit control number included on their proxy cards or on the instructions that accompany the proxy materials. We recommend that shareowners carefully review in advance the procedures needed to gain admission virtually to the meeting. Technicians will be ready to assist you with any technical difficulties you may have accessing the meeting. If you encounter any difficulties accessing the meeting during check-in or during the meeting, please call the technical support number that will be posted on the meeting login page at www.virtualshareholdermeeting.com/PRMW2024.
We designed the format of the online meeting to ensure that our shareowners who attend the meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance shareowner access, participation and communication through online tools. We will take the following steps to ensure such an experience:
providing shareowners with the ability to submit appropriate questions real-time via the meeting website; and
answering questions submitted in the time allotted for the meeting (given time constraints, we may have to limit the number of questions addressed at the meeting).
If there are any questions that cannot be addressed due to time constraints or for any other reason, we will post answers to such questions on our website following the meeting. If we receive substantially similar questions, we may group them together and provide a single response to avoid repetition. Only questions that are relevant to the purpose of the meeting or our business will be answered.
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QUESTIONS AND ANSWERS ABOUT THE MEETING
Why did I receive these proxy materials?
The Board is soliciting your proxy for use at our meeting because you owned the Company’s common shares as of the close of business on March 21, 2024 (the “Record Date”) and, therefore, are entitled to vote at the meeting on the following proposals:
Proposal 1: To elect directors to serve until the 2025 annual meeting or until his or her earlier resignation, retirement or death;
Proposal 2: To approve the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered certified public accounting firm for the 2024 fiscal year;
Proposal 3: To hold a non-binding advisory vote on the compensation of the named executive officers (commonly referred to as “say-on-pay”);
Proposal 4: To confirm, ratify and approve Primo Water’s Shareholder Rights Plan; and
Proposal 5: To approve Amendment No. 4 to Primo Water’s 2018 Equity Incentive Plan.
We will also consider any other business that properly comes before the meeting. If any other matters are properly brought before the meeting, the persons named in the enclosed proxy card or voting instruction form will vote the shares they represent in accordance with the instructions of the Board to the extent permitted by Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated therein (the “Exchange Act”).
Who is soliciting my vote?
The Board, on behalf of the Company, is soliciting your proxy to vote your shares on all matters scheduled to come before the meeting, whether or not you attend in person. By submitting your proxy and voting instructions over the Internet, by telephone or by completing, signing, dating and returning the proxy card, you are authorizing the persons named as proxies to vote your common shares at the meeting as you have instructed.
Will there be any other items of business on the agenda?
We do not expect that any other items of business will be presented for consideration at the meeting other than those described in this proxy statement. However, by completing, signing, dating and returning a proxy card or submitting your proxy or voting instructions over the Internet or by telephone, you will give to the persons named as proxies discretionary voting authority with respect to any other matter that may properly come before the meeting under applicable law, and such persons named as proxies intend to vote on any such other matter in accordance with the instructions of the Board, to the extent permitted by Rule 14a-4(c) of the Exchange Act.
What are the Board’s recommendations?
The Board unanimously recommends that you vote by proxy using the proxy card with respect to the proposals as follows:
FOR” the election of Britta Bomhard, Susan E. Cates, Eric J. Foss, Jerry Fowden, Derek R. Lewis, Lori T. Marcus, Billy D. Prim, Robbert Rietbroek, Archana Singh and Steven P. Stanbrook as directors (Proposal 1);
FOR” the approval of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered certified public accounting firm for the 2024 fiscal year (Proposal 2);
FOR” the approval, on a non-binding advisory basis, of the compensation of the named executive officers (Proposal 3);
FOR” the confirmation, ratification and approval of Primo Water’s Shareholder Rights Plan (Proposal 4); and
FOR” the approval of Amendment No. 4 to Primo Water’s 2018 Equity Incentive Plan (Proposal 5).
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Why is the Board making such recommendations?
We describe each proposal and the Board’s reason for its recommendation with respect to each proposal on pages 11, 74, 77, 78 and 80 and elsewhere in this proxy statement.
Who can vote at the meeting?
The Record Date is used to determine shareowners who are entitled to receive notice of the meeting. Shareowners at the close of business on that date will be entitled to vote at the meeting. As of the Record Date, 159,732,494 common shares were outstanding. Each common share entitles the holder to one vote on all matters presented at the meeting.
What constitutes quorum at the meeting?
The meeting requires a quorum, which for this meeting means:
at least two persons personally present, each being a shareowner entitled to vote at the meeting or a duly appointed proxy for an absent shareowner so entitled; and
persons owning or representing not less than a majority of the voting power of our shares entitled to vote.
What vote is required to approve each proposal?
All matters that are scheduled to be voted upon at the meeting are ordinary resolutions. Ordinary resolutions are passed by a simple majority of votes cast—if more than half of the votes that are cast are cast in favor, the resolution passes.
The directors must be elected by ordinary resolution of the shareowners. Pursuant to Primo Water’s Majority Voting and Director Resignation Policy, if a nominee in an uncontested election does not receive the vote of at least the majority of the votes cast (including votes “for” and votes “withheld”), such director is required to promptly deliver written notice to the ESG and Nominating Committee offering to resign from the Board. Primo Water’s Majority Voting and Director Resignation Policy is described more particularly below under the heading “Majority Voting and Director Resignation Policy” on page 22 of this proxy statement.
The approval of Primo Water’s independent registered certified public accounting firm, the reconfirmation, ratification and approval of Primo Water’s Shareholder Rights Plan and the approval of Amendment No. 4 to Primo Water’s 2018 Equity Incentive Plan must be approved by ordinary resolution of the shareowners.
Due to the non-binding advisory nature of the matter to be voted upon in respect of the compensation of our named executive officers, there is no minimum vote requirement for the proposal. However, the matter will be considered to have passed with the affirmative vote of a majority of the votes cast by shareowners that are present or represented and entitled to vote at the meeting.
Proxies may be marked “FOR,” “AGAINST” or “WITHHOLD/ABSTAIN.” Abstentions/withholding and broker non-votes are counted for purposes of establishing a quorum. Abstentions and broker non-votes are not counted as votes cast for or against a proposal, other than in respect of the equity plan amendment proposal, in which case abstentions are counted as votes against the proposal. “Withhold” votes are counted as votes cast on the director election proposal.
What is a proxy? How do I appoint a proxyholder?
A proxy is a document that authorizes another person to attend the meeting and cast votes on behalf of a registered shareowner at the meeting. Your proxyholder is the person you appoint to cast your votes for you at the meeting. Your proxy authorizes the proxyholder to vote and otherwise act for you at the meeting, including any continuation of the meeting if it is adjourned.
If you are a registered shareowner, you can grant a proxy by following the instructions on the accompanying proxy card. You may also use any other legal form of proxy. The persons named in the enclosed proxy card are directors or officers of Primo Water. You may choose those individuals or any other person to be your proxyholder. Your proxyholder does not have to be a shareowner of Primo Water. If you want to authorize a director or officer of Primo Water who is named on the enclosed proxy card as your proxyholder, please leave the line near the top of the proxy card proxy form blank, as their names are pre-printed on the form. If you want to authorize another person as your proxyholder, fill in that person’s name in the blank space located near the top of the enclosed proxy card.
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If you are a non-registered beneficial shareowner, you can grant a proxy by following the instructions your intermediary provides to you.
If I am a registered shareowner, how can I vote my shares?
The following instructions are for registered shareowners only. If you are a non-registered beneficial shareowner, please follow your intermediary’s instructions on how to vote your shares. See below under “If I am a non-registered beneficial shareowner, how can I vote my shares?”.
Voting at the Meeting
Primo Water is holding the meeting in a virtual-only format and shareowners will not be able to attend the meeting in person. Registered shareowners who attend the meeting online by accessing www.virtualshareholdermeeting.com/PRMW2024 may electronically vote the shares registered in their name on resolutions put before the meeting. If you are a registered holder who will attend and vote online at the meeting, you do not need to complete or return the proxy card, although you are requested to do so. Whether or not you plan to attend the meeting, we recommend that you also submit your proxy by Internet, telephone or mail so that your vote will be counted if you later decide not to attend the meeting. Sending in a proxy card will not prevent a registered shareowner from voting online at the meeting. Such registered shareowner’s vote will be taken and counted at the meeting. If you are attending the meeting, please log-on to the meeting in advance to ensure that your vote will be counted.
Voting by Proxy
If you are a registered shareowner but do not plan to attend the online meeting, there are three ways that you can vote your proxy:
Mail: You may vote by completing, dating and signing the enclosed proxy card and returning it to Broadridge Corporate Issuer Services (“Broadridge”) no later than 11:59 p.m. local time in Tampa, Florida on May 7, 2024 (or for shares held in an Employee Share Purchase Plan no later than 11:59 p.m. local time in Tampa, Florida on April 30, 2024), or the last business day prior to any postponed or adjourned meeting, by mail to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 using the envelope provided.
Telephone: You may vote over the phone by calling toll free 1-800-690-6903 no later than 11:59 p.m. local time in Tampa, Florida on May 7, 2024 (or for shares held in an Employee Share Purchase Plan no later than 11:59 p.m. local time in Tampa Florida on April 30, 2024) or the last business day prior to any postponed or adjourned meeting.
Internet: You may vote over the Internet by accessing www.proxyvote.com and following the proxy login and voting procedures described for the meeting. The enclosed proxy card contains certain information required for the Internet voting process. Detailed voting instructions will then be conveyed electronically via the Internet to those who have completed the login procedure. You may vote (and revoke a previous vote) over the Internet at any time before 11:59 p.m. local time in Tampa, Florida on May 7, 2024 (or for shares held in an Employee Share Purchase Plan no later than 11:59 p.m. local time in Tampa, Florida on April 30, 2024) or the last business day prior to any postponed or adjourned meeting.
The Internet voting procedure, which complies with Canadian law, is designed to authenticate shareowners’ identities, to allow shareowners to vote their shares and to confirm that shareowners’ votes have been recorded properly. Shareowners voting via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies that must be borne by the shareowners. Also, please be aware that Primo Water is not involved in the operation of the Internet voting procedure and cannot take responsibility for any access or Internet service interruptions that may occur or any inaccurate, erroneous or incomplete information that may appear.
Other: If you have not availed yourself of any of the foregoing voting procedures by 11:59 p.m. local time in Tampa, Florida on May 7, 2024 (or for shares held in an Employee Share Purchase Plan no later than 11:59 p.m. local time in Tampa, Florida on April 30, 2024) or the last business day prior to any postponed or adjourned meeting but still wish to vote by proxy, you may vote by completing, dating and signing the enclosed proxy card and faxing it to the attention of our Secretary at (813) 434-2139 so that it is received prior to the commencement of the meeting or any postponed or adjourned meeting.
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If I am a non-registered beneficial shareowner, how can I vote my shares?
If your common shares are not registered in your name but in the name of an intermediary (typically a bank, trust company, securities dealer or broker, or a clearing agency in which an intermediary participates), then you are a non-registered beneficial shareowner (as opposed to a registered shareowner). Copies of this document have been distributed to intermediaries who are required to deliver them to, and seek voting instructions from, our non-registered beneficial shareowners. Intermediaries often use a service company (such as Broadridge) to forward meeting materials to non-registered beneficial shareowners. Primo Water intends to pay for intermediaries to deliver proxy-related materials and the request for voting instructions (Form 54-101F7) to “objecting beneficial owners” in accordance with National Instrument 54-101—Communication with Beneficial Owners of Securities. If you are a non-registered beneficial shareowner, you can vote your common shares by proxy, by following the instructions your intermediary provides to you, through your intermediary or at the meeting. As a non-registered beneficial shareowner, while you are invited to attend the meeting, you will not be entitled to vote at the meeting unless you make the necessary arrangements with your intermediary to do so.
If you do not provide voting instructions to your intermediary, then your common shares will not be voted at the meeting on any proposal with respect to which the intermediary does not have discretionary authority. If you are a non-registered shareowner, please instruct the intermediary how to vote your common shares using the voting instruction form provided by your intermediary so that your vote can be counted. The voting instruction form provided by the intermediary holding your common shares may also include information about how to submit your voting instructions over the Internet or by telephone. The proxy card accompanying this proxy statement will provide information regarding Internet and telephone voting.
Voting at the Meeting
Primo Water is holding the meeting in a virtual-only format and shareowners will not be able to attend the meeting in person. A non-registered beneficial shareowner who received a voting instruction form from the intermediary and who wishes to attend and vote at the meeting online by accessing www.virtualshareholdermeeting.com/PRMW2024 (or have another person attend and vote on their behalf) should strike out the proxyholders named in the voting instruction form and insert the non-registered beneficial shareowner’s (or such other person’s) name in the blank space provided or follow the corresponding instructions provided by the intermediary. However, even if you plan to attend the meeting, Primo Water recommends that you vote your shares in advance, so that your vote will be counted in the event you later decide not to attend the meeting. This will not prevent a non-registered beneficial shareowner from voting at the meeting. Such non-registered beneficial shareowner’s vote will be taken and counted at the meeting. If you are attending the meeting, please log on to the meeting in advance to ensure that your vote will be counted.
Voting by Proxy through Intermediary
Internet: If your intermediary is registered with Broadridge, which we have retained to manage beneficial shareowner Internet voting, you may vote over the Internet by following the proxy login and voting instructions on your voting instruction form.
Through Intermediary: A non-registered beneficial shareowner who does not vote via the Internet will be given a voting instruction form or other document by his or her intermediary that must be submitted by the non-registered beneficial shareowner in accordance with the instructions provided by the intermediary. In such case, you cannot use the Internet voting procedures described above and must follow the intermediary’s instructions (which in some cases may allow the completion of the voting instruction form by telephone or on the intermediary’s Internet website). Occasionally, a non-registered beneficial shareowner may be given a form of proxy that has been signed by the intermediary and is restricted to the number of shares owned by the non-registered beneficial shareowner but is otherwise not completed. This form of proxy does not need to be signed by the non-registered beneficial shareowner. In this case, you can complete the form of proxy and vote by mail only in the same manner as described above under “If I am a registered shareowner, how can I vote my shares?—Voting by Proxy” on page 5 of this proxy statement.
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In all cases, non-registered beneficial shareowners should carefully follow the instructions provided by the intermediary.
What happens if I do not specify how I want my shares voted? What is discretionary voting? What is a broker non-vote?
As a registered shareowner as of the close of business on the Record Date for the meeting, if you properly complete, sign, date and return a proxy card, your common shares will be voted as you specify. However, if you return your signed and dated proxy card or submit your proxy by Internet but do not specify how you want your common shares voted, then your common shares will be voted by the persons names as proxyholders on the proxy card “FOR” each of the Company’s ten director candidates named in the accompanying proxy statement and proxy card and a vote “FOR” each of the Company’s other proposals on the proxy card.
If, on the Record Date, your shares were held in an account at a bank, securities dealer, broker, trust company or other intermediary, then you are the non-registered beneficial shareowner of shares held in “street name.” The organization holding your account is considered the shareowner of record for purposes of voting at the meeting. As a non-registered beneficial shareowner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the meeting. However, because you are not a registered shareowner, you may not vote your shares at the meeting unless you request and obtain a valid legal proxy from your broker or other intermediary. Please follow the instructions from your bank, securities dealer, broker, trust company or other intermediary, or contact your intermediary to request a legal proxy. If you hold your shares in “street name,” please instruct your intermediary how to vote your shares using the voting instruction form provided by your bank, securities dealer, broker, trust company or other intermediary so that your vote can be counted. The voting instruction form provided by your intermediary may also include information about how to submit your voting instructions over the Internet or by telephone, if such options are available.
A “broker non-vote” occurs when the broker holding shares for a non-registered beneficial shareowner has not received voting instructions from the non-registered beneficial shareowner and does not have discretionary authority to vote the shares. If you own your shares in “street name” and do not provide voting instructions to your broker, then your shares will not be voted at the meeting on any proposal with respect to which your broker does not have discretionary authority and discretionary authority is permissible at an annual meeting. The broker will be entitled to vote shares held for a non-registered beneficial shareowner on routine matters, such as Proposal 2, without instructions from the non-registered beneficial shareowner of those shares and is not entitled to vote the shares on non-routine items. Accordingly, if you do not submit any voting instructions to your broker, your broker may exercise discretion to vote your shares on Proposal 2, even in the absence of your instruction. If your shares are voted on Proposal 2, as directed by your broker, your shares will constitute “broker non-votes” on each of the non-routine proposals (i.e., Proposals 1, 3, 4 and 5). The “broker non-votes” will be counted for purposes of determining whether a quorum exists at the meeting.
In addition to being able to submit to Primo Water or the intermediary, as applicable, a voting instruction form, non-registered beneficial shareowners are permitted to submit any other documents in writing that requests that the beneficial shareowner or a nominee thereof be appointed as a proxyholder.
How do I revoke or change my proxy after I have delivered my proxy?
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before the meeting by delivering to our Secretary a written notice of revocation or a duly executed proxy bearing a later date, by voting via the Internet or by telephone at a later date or by attending the meeting and voting at the meeting. You may send a written notice to our Secretary to the following address: 1150 Assembly Drive, Suite 800, Tampa, Florida 33607.
This revocation must be received by our Secretary before the meeting (or before the date of the reconvened meeting if it is adjourned), or in any other way permitted by law.
If you revoke your proxy and do not replace it with another form of proxy that is properly deposited, you may still vote shares registered in your name online during the meeting.
Only the latest dated and validly executed proxy that you submit will count. If you hold your shares in an account at an intermediary, follow the instructions provided to change your vote.
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Will my votes be publicized?
Broadridge counts and tabulates proxies in a manner that preserves the confidentiality of your votes. Proxies will not be submitted to management unless:
there is a proxy contest;
the proxy contains comments clearly intended for management; or
it is necessary to determine a proxy’s validity or to enable management and/or the Board to meet their legal obligations to shareowners or to discharge their legal duties to Primo Water.
Who will pay for the cost of this proxy solicitation?
The costs and expenses of soliciting proxies, including the preparation, assembly and mailing of this proxy statement, the proxy card, the Notice of the Annual and Special Meeting of Shareowners and any additional information furnished to shareowners, will be borne by Primo Water. In addition, Primo Water may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may also be solicited on behalf of the Board by certain of our directors, officers and staff members, without additional compensation, personally or by telephone, letter or facsimile. Other than the persons described in this proxy statement, no general class of employee of the Company will be employed to solicit shareowners in connection with this proxy solicitation. However, in the course of their regular duties, our employees, officers and directors may be asked to perform clerical or ministerial tasks in furtherance of this solicitation. None of these individuals will receive any additional or special compensation for doing this, but they may be reimbursed for reasonable out-of-pocket expenses. We have hired MacKenzie Partners, Inc., a professional soliciting organization, to assist us in distributing proxy solicitation materials and responding to information requests from shareowners with respect to the materials. For these services, MacKenzie Partners, Inc. will be paid a fee of up to $14,000, plus limited reimbursement for out-of-pocket expenses. MacKenzie Partners, Inc. expects that approximately 10 of its employees will assist in the solicitation.
When will the voting results be announced?
The final voting results will be reported on Form 8-K, which will be filed with the SEC within four business days after the meeting. If our final voting results are not available within four business days after the meeting, we will file a Form 8-K reporting the preliminary voting results and subsequently file the final voting results in an amendment to the Form 8-K within four business days after the final voting results are known to us.
Do I have appraisal or dissenters’ rights?
None of the applicable law, the Company’s Articles of Continuance or its by-laws provide for appraisal or other similar rights for dissenting shareowners in connection with any of the proposals set forth in this proxy statement. Accordingly, you will have no right to dissent and obtain payment for your shares in connection with such proposals.
Whom should I contact if I have questions?
MacKenzie Partners, Inc. is assisting us with our effort to solicit proxies. If you have additional questions about the election of directors, this proxy statement or the meeting, or if you need assistance voting your shares, please contact:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Call Toll Free: 1-800-322-2885
Email: prmw@mackenziepartners.com
THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE BOARD’S NOMINEES ON PROPOSAL 1, “FOR” PROPOSAL 2, “FOR” PROPOSAL 3, “FOR” PROPOSAL 4 AND “FOR” PROPOSAL 5, USING THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM
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PROCEDURE FOR CONSIDERING SHAREOWNER PROPOSALS
If you want to propose any matter for inclusion in our 2025 proxy statement, it must be received by our Chief Legal Officer and Secretary no later than November 28, 2024 at Primo Water Corporation, 1150 Assembly Drive, Suite 800, Tampa, Florida 33607.
Our by-laws fix a deadline by which shareowners must submit director nominations prior to any meeting of shareowners. In the case of annual meetings, advance notice must be delivered to us not less than 30 days prior to the date of the annual meeting; provided, however, that if the annual meeting is called for a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, advance notice may be made not later than the close of business on the 10th day following the date on which the public announcement of the date of the annual meeting is first made by us. In the case of a special meeting of shareowners (which is not also an annual meeting), advance notice must be delivered to us no later than the close of business on the 15th day following the day on which the public announcement of the date of the special meeting is first made by us. Our by-laws also require any shareowner making a director nomination to provide certain important information about its nominees with its advance notice. Only shareowners who comply with these requirements will be permitted to nominate directors to the Board unless the “advance notice” requirements of our by-laws are waived by the Board in its sole discretion. You are advised to review our by-laws, which contain additional requirements about advance notice of director nominations.
The Second Amended and Restated By-Laws contain procedural and information requirements for shareowners to make director nominations and address certain matters resulting from the SEC’s “universal proxy” rules, including:
to require nominating shareowners to submit certain information regarding the nominee;
to require nominating shareowners to make certain representations regarding their intent to comply with applicable proxy rules, to provide reasonable evidence of compliance with those rules in advance of the meeting, and to notify Primo Water in the event of a change in plans to solicit proxies; and
to provide that any proxies in favor of a nomination that is withdrawn by the nominating shareowner or disregarded due to failure to comply with applicable proxy rules or the procedures set forth in the Second Amended and Restated By-Laws will be treated as abstentions.
In addition, shareowners who intend to solicit proxies in support of director nominees other than the Company’s director nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 10, 2025.
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PRINCIPAL SHAREOWNERS
We are not aware of any person who, as of March 21, 2024, beneficially owned or exercised control or direction, directly or indirectly, over more than 5% of our common shares except as set forth below:
Name and Address
Nature of Ownership or
Control
Number of
Shares
Percentage of
Class(1)
BlackRock, Inc.(2)
50 Hudson Yards
New York, NY 10001
Beneficial ownership
16,115,097
​10.1%
The Vanguard Group Inc.(3)
100 Vanguard Blvd.
Malvern, PA 19355
Beneficial ownership
12,159,661
7.6%
(1)
Percentage of class is based on 159,732,494 shares outstanding as of March 21, 2024.
(2)
Based on information reported in a Schedule 13G/A filed by BlackRock, Inc. on January 24, 2024 with the SEC. As reported in such filing, BlackRock, Inc. is the beneficial owner of 16,115,097 shares, with sole voting power with respect to 14,865,876 shares and sole dispositive power with respect to 16,115,097 shares.
(3)
Based on information reported in a Schedule 13G/A filed by The Vanguard Group Inc. (“Vanguard Group”) on February 13, 2024 with the SEC. As reported in such filing, the Vanguard Group is the beneficial owner of 12,159,661 shares, with shared voting power with respect to 1,624,176 shares, sole dispositive power with respect to 10,427,643 shares and shared dispositive power with respect to 1,732,018 shares.
FINANCIAL STATEMENTS
At the meeting, we will submit to our shareowners Primo Water’s annual consolidated financial statements for the year ended December 30, 2023, and the related report of Primo Water’s independent registered certified public accounting firm. No vote will be taken regarding the financial statements.
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PROPOSAL 1 – ELECTION OF DIRECTORS
The ESG and Nominating Committee of the Board (the “ESG and Nominating Committee”) reviews annually the qualifications of persons proposed for election to the Board and submits its recommendations to the Board for consideration.
The ESG and Nominating Committee believes that the Board should be comprised of directors with a broad range of experience, expertise and attributes. The Board has fixed the number of directors to be elected at the meeting at ten. 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.
 
Britta
Bomhard
Susan E.
Cates
Eric J.
Foss
Jerry
Fowden
Derek R.
Lewis
Lori T.
Marcus
Billy D.
Prim
Robbert
Rietbroek
Archana
Singh
Steven P.
Stanbrook
Knowledge, Skills and Experience
 
 
 
 
 
 
 
 
 
 
Executive Experience
X
X
X
X
X
X
X
X
X
X
Finance and Accounting Experience
X
X
X
 
 
 
 
 
 
 
M&A and Corporate Strategy Experience
X
X
X
X
X
X
X
X
X
X
Industry Experience
 
X
X
X
X
X
X
X
 
 
Sales and Marketing Experience
X
 
 
X
X
X
X
X
 
X
Risk Management Experience
X
X
X
X
X
X
X
X
X
X
Operational Experience
X
X
X
X
X
 
X
X
 
X
Human Capital Experience
 
X
X
X
X
 
X
X
X
X
Other Public Company Board Experience
 
X
X
X
 
X
X
 
 
X
Digital / E-Commerce Experience
X
X
X
 
 
X
 
X
X
 
Race/Ethnicity
 
 
 
 
 
 
 
 
 
 
Asian (Indian)
 
 
 
 
 
 
 
 
X
 
African American
 
 
 
 
X
 
 
 
 
 
White
X
X
X
X
 
X
X
X
 
X
Gender
 
 
 
 
 
 
 
 
 
 
Male/Female
Female
Female
Male
Male
Male
Female
Male
Male
Female
Male
Board Tenure
 
 
 
 
 
 
 
 
 
 
Years
5
4
1
15
1
1
4
0
3
5
In the opinion of the ESG and Nominating Committee and the Board, each of the ten nominees for election as a director is well qualified to act as a director of Primo Water and, together, the nominees bring the mix of independence, diversity, expertise and experience necessary for the Board and its committees to function effectively. Our approach to corporate governance and the roles of the Board and its committees are described under “Corporate Governance” on page 62 of this proxy statement.
During 2023, the Board held twenty two meetings. Each of our incumbent directors who served on the Board during 2023 attended, in person, by video conference or by telephone, 75% or more of the applicable meetings of the Board and committees on which they served in 2023.
Set forth below is certain information concerning our nominees for election as directors of Primo Water, including information regarding each person’s service as a director, committee membership, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain
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legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the ESG and Nominating Committee and the Board to determine that the person should serve as a director of Primo Water. If elected, each director will hold office until the next annual meeting of shareowners.
The Board has considered the independence of each of the nominees for election as directors of Primo Water for purposes of the rules of the SEC, New York Stock Exchange (the “NYSE”) and National Instrument 58-101—Disclosure of Corporate Governance Practices (“NI 58-101”) of the Canadian Securities Administrators. As of March 15, 2024, all nominees are independent except for Mr. Rietbroek, our Chief Executive Officer. See “Certain Relationships and Related Transactions” on page 27 of this proxy statement for further discussion of the Board’s determinations as to independence.
Britta Bomhard – Lead Independent Director

Director Since: 2018

Age: 55

Skill Set: Executive Experience, Finance and Accounting Experience, M&A and Corporate Strategy Experience, Sales and Marketing Experience, Risk Management Experience, Operational Experience, Digital / E-Commerce Experience

Qualifications: The Board nominated Ms. Bomhard to be a director because of her background in international business with extensive experience in strategic planning, sales, e-commerce, digital and online marketing, operational improvement, and acquisition integration.

Experience:
 
• 
Board member of Agrolimen SA, a privately-owned Spanish-based international manufacturer of human and pet food (2024 – present).
 
• 
Co-founder of Encourage-Ventures, a start-up investment network (2021 – present).
 
Advisor to Village Capital, an accelerator to impact start-ups addressing social, economic, and environmental challenges around the world (2023 – present).
 
Fellow at the Distinguished Careers Institute at Stanford University in the area of new technologies and climate change (2022 – 2023).
 
Executive Vice President and Chief Marketing Officer of 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 (2016 – 2021).
 
President of Europe at Church & Dwight (2013 – 2016).
 
General Manager role for Energizer Holdings, Inc. in Spain & Portugal and Nordics & Austria (2013 – 2015).

Primo Water Committees: Audit Committee, ESG and Nominating Committee (Chair)

Other Current Public Company Directorships: None

Former Public Company Directorships: None
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Susan E. Cates – Independent Director

Director Since: 2020

Age: 53

Skill Set: Executive Experience, Finance and Accounting Experience, M&A and Corporate Strategy Experience, Industry Experience, Risk Management Experience, Operational Experience, Human Capital Experience, Other Public Company Board Experience, Digital / E-Commerce Experience

Qualifications: The Board nominated Ms. Cates to be a director because she has extensive executive, financial, M&A and digital innovation experience, and has extensive knowledge of the legacy Primo Water business (such business, which was bought by the Company in 2020, “Legacy Primo”).

Experience:
 
Co-founder and current Managing Partner of Leeds Illuminate, a growth equity fund investing in portfolio companies with digital platforms in the Education and Workforce Development sectors (2020 – Present).
 
Chief Executive Officer of the Association of College and University Educators (2019 – 2021).
 
Chief Operating Officer of 2U, Inc., a leading education tech company that provides digital education services to universities around the world (2016 – 2017).
 
Member of the Board of Advisors at Kenan-Flagler Business School at the University of North Carolina at Chapel Hill (“UNC”) (2016 – Present), where she was Co-Chair of the Nominations and Governance Committee (2016 – 2020).
 
President of Executive Development at UNC’s Kenan-Flagler Business School (2008 – 2016).
 
Founding Executive Director of MBA@UNC (2010 – 2016).
 
Partner with Best Associates, a Dallas-based private equity firm (2004 – 2008).
 
Principal and founding team member of ThinkEquity Partners, a boutique investment bank in New York, with former colleagues from Merrill Lynch & Co. (2001 – 2004).

Primo Water Committees: Audit Committee (Chair)

Other Current Public Company Directorships: None

Former Public Company Directorships: Legacy Primo (2014 – 2020)
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Eric J. Foss – Independent Director

Director Since: 2023

Age: 65

Skill Set: Executive Experience, Finance and Accounting Experience, M&A and Corporate Strategy Experience, Industry Experience, Risk Management Experience, Operational Experience, Human Capital Experience, Other Public Company Board Experience, Digital / E-Commerce Experience

Qualifications: The Board nominated Mr. Foss to be a director 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.

Experience:
 
Chairman of the Board of Cineworld Group PLC, a leading cinema company (2023 – Present).
 
President and Chief Executive Officer of Aramark Corporation, a food service company (2012 – 2019) and Chairman of the Board (2015 – 2019).
 
Chief Executive Officer of Pepsi Beverages Company (2010 – 2011).
 
Chairman and Chief Executive Officer of Pepsi Bottling Group (2008 – 2010), President and Chief Executive Officer (2006 – 2008), and Chief Operating Officer (2005 – 2006).
Primo Water Committees: Audit Committee, ESG and Nominating Committee

Other Current Public Company Directorships: The Cigna Group (US NYSE: CI), a healthcare and insurance company (2011 – Present)

Former Public Company Directorships: Selina Hospitality plc (US NASDAQ: SLNA) (2022 – 2023), Diversey Holdings, Ltd. (US NASDAQ: DSEY) (2021 – 2023), Aramark (US NYSE: ARMK) (2013 – 2019), Pepsi Bottling Group, Inc. (2008 – 2010) and UDR, Inc. (2003 – 2015) (US NYSE: UDR)
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Jerry Fowden – Independent Director

Director Since: 2009

Age: 67

Skill Set: Executive Experience, M&A and Corporate Strategy Experience, Industry Experience, Sales and Marketing Experience, Risk Management Experience, Operational Experience, Human Capital Experience, Other Public Company Board Experience

Qualifications: The Board nominated Mr. Fowden to be a director because he has extensive international business and industry experience, as well as extensive M&A and business integration experience.

Experience:
 
Chairman of Primo Water (2020 – present).
 
Executive Chairman of Primo Water (formerly known as Cott Corporation (“Cott”) until the acquisition of Legacy Primo in March 2020) (2018 – 2020).
 
Chief Executive Officer of Cott (2009 – 2018).
 
President of Cott’s international operating segment (2007 – 2008), Interim President of North American business (2008 – 2009) and Interim President of UK and European business (2007 – 2009).
 
Chief Executive Officer of Trader Media Group (now known as Autotrader plc) (2005 – 2008).
 
Member of the board of directors of Guardian Media Group plc (2005 – 2007).
 
Chief Operating Officer of ABInBev S.A. Belgium (2003 – 2004).
 
Chief Executive Officer of Bass Brewers Ltd., a subsidiary of AB InBev S.A. Belgium (2001 – 2002).
 
Managing Director of the Rank Group plc’s Hospitality and Holiday Division and member of the Rank Group plc’s board of directors (1997 – 2001).
 
Chief Executive Officer of Hero AG’s European beverage operations, and various roles within PepsiCo Inc.’s beverage operations and Mars, Incorporated’s pet food operations.
 
Member of the board of directors of the American Beverage Association and the British Soft Drinks Association (2007).
Primo Water Committees: None

Other Current Public Company Directorships: None

Former Public Company Directorships: Constellations Brands, Inc. (US NYSE: STZ) (2010 – 2023) and British American Tobacco p.l.c. (US NYSE: BTI) (2019 – 2021)
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Derek R. Lewis – Independent Director

Director Since: 2023

Age: 57

Skill Set: Executive Experience, M&A and Corporate Strategy Experience, Industry Experience, Risk Management Experience, Operational Experience, Human Capital Experience

Qualifications: The Board nominated Mr. Lewis to be a director because of his extensive experience in management, sales, marketing and operations in the beverage products industry and his demonstrated ability to serve as a strategic leader.

Experience:
 
President, Multicultural Business and Equity Development of PepsiCo North America, the North America focused subsidiary of PepsiCo, Inc., a global food and beverage company (January 2022 – December 2022).
 
President of Pepsi Beverages North America, South Division, a beverage products subsidiary of PepsiCo, Inc. (2019 – 2022).
 
Senior Vice President and General Manager, Field Sales Operations of PepsiCo North America (2012 – 2018).
 
Senior Vice President and General Manager of Pepsi Beverages North America, South Division (2008 – 2012).
Primo Water Committees: ESG and Nominating Committee

Other Current Public Company Directorships: None

Former Public Company Directorships: None
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Lori T. Marcus – Independent Director

Director Since: 2023

Age: 61

Skill Set: Executive Experience, M&A and Corporate Strategy Experience, Industry Experience, Sales and Marketing Experience, Risk Management Experience, Other Public Company Board Experience, Digital / E-Commerce Experience

Qualifications: The Board nominated Ms. Marcus to be a director because she brings to the Board strategic vision, strong business and general management acumen with direct-to-consumer expertise in e-commerce, and digital marketing and social media expertise to grow consumer-facing businesses worldwide.

Experience:
 
Founder of Courtyard Connections, LLC, an advisory firm focused on marketing and leadership in consumer goods, retail, food service and consumer technology (2015 – present).
 
Manager, Director Prep Practice program, of Crenshaw Associates, LLC, an advisory firm serving senior executives and leading corporations (2022 – present).
 
Executive Advisor/Executive Coach of Crenshaw Associates, LLC (2019 – present).
 
Interim Chief Marketing Officer of Peloton Interactive, Inc., a global fitness platform (2016).
 
Executive Vice President and Chief Global Brand and Product Officer of Keurig Green Mountain, Inc., a coffee and coffee products company (2013 – 2015).
 
Chief Marketing Officer of the Children’s Place, Inc., a children’s clothing company (2011 – 2012).
 
Director for 24-Hour Fitness, Inc., a privately-held fitness company (2021 – present).
 
Chair of the Direct to Patient Initiative of the Harvard Business School’s Kraft Precision Medicine Accelerator (2017 – 2020).
Primo Water Committees: Human Resources and Compensation Committee

Other Current Public Company Directorships: Fresh Del Monte Produce, Inc. (US NYSE: FDP), a global food and produce company (2021 – present)

Former Public Company Directorships: Phunware, Inc. (US NASDAQ: PHUN) (2018 – 2021)
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Billy D. Prim – Independent Director

Director Since: 2020

Age: 68

Skill Set: Executive Experience, M&A and Corporate Strategy Experience, Industry Experience, Sales and Marketing Experience, Risk Management Experience, Operational Experience, Human Capital Experience, Other Public Company Board Experience

Qualifications: The Board nominated Mr. Prim to be a director because he has extensive business, managerial and leadership experience, as well as extensive knowledge of Legacy Primo’s business and substantial corporate and shareholder governance expertise.

Experience:
 
Founder of Legacy Primo (2004).
 
Executive Chairman of Legacy Primo (2017 – 2020).
 
Founder of Blue Rhino Corporation (1994).
 
Led Blue Rhino’s initial public offering in 1998 and remained its Chief Executive Officer until April 2004, when Blue Rhino was acquired by Ferrellgas Partners, L.P.
 
Previously served on the board of directors of Southern Community Bank and Trust (1996 – 2005), Southern Community Financial Corporation, and Towne Park Ltd. (2008 – 2013).
 
Member of the Wake Forest School of Business Board of Visitors and the Wake Forest Institute for Regenerative Medicine Advisory Board (2007 – present).
Primo Water Committees: None

Other Current Public Company Directorships: None

Former Public Company Directorships: Legacy Primo (2004 – 2020), Ferrellgas Partners, L.P. (2004 – 2008), and Blue Rhino Corporation (1994 – 2004)
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Robbert Rietbroek – Director

Director Since: January 2024

Age: 50

Skill Set: Executive Experience, M&A and Corporate Strategy Experience, Industry Experience, Sales and Marketing Experience, Risk Management Experience, Operational Experience, Human Capital Experience, Digital / E-Commerce Experience

Qualifications: The Board nominated Mr. Rietbroek to be a director because he is our Chief Executive Officer and has extensive business, managerial and leadership experience, as well as extensive product innovation, operational and transformational experience at Fortune 500 companies.

Experience:
 
Chief Executive Officer of Primo Water (January 2024 – Present)
 
Senior Vice President and General Manager of Quaker Foods North America (2018 – 2023).
 
Senior Vice President and General Manager of PepsiCo Australia and New Zealand (2015 – 2018).
 
Vice President and General Manager Australia, New Zealand, Pacific Islands and Vice President and Global Sector Leader Baby and Child Care at Kimberly-Clark (2012 – 2015).
 
Variety of management and marketing roles in North America, Latin America, Europe, Middle East, and Africa at Procter & Gamble (1996 – 2012).
Primo Water Committees: None

Other Current Public Company Directorships: None

Former Public Company Directorships: None
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Archana Singh – Independent Director

Director Since: 2021

Age: 54

Skill Set: Executive Experience, M&A and Corporate Strategy Experience, Risk Management Experience, Human Capital Experience, Digital / E-Commerce Experience

Qualifications: The Board nominated Ms. Singh to be a director because of her background in international business with extensive experience in human capital management, including at several technology companies.

Experience:
 
Chief People Officer of Thrasio, a next generation consumer product company (2022 – present).
 
Chief People Officer for Expedia Group, Inc., an online travel shopping company for consumer and small business travel (2019 –2022).
 
Chief Human Resource Officer at John Wiley & Sons, Inc., a global publishing company (2016 – 2019).
 
Chief Human Resource Officer, Managing Director, at the consultancy Hay Group, Inc. (2014 – 2016).
 
Held executive-level HR positions at technology companies including AMD Corporation, Unisys Corporation, and Sun Microsystems, as well as executive-level HR positions at Computer Science Corporation and Credit Suisse First Boston.
Primo Water Committees: Human Resources and Compensation Committee (Chair)

Other Current Public Company Directorships: None

Former Public Company Directorships: None
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Steven P. Stanbrook – Independent Director

Director Since: 2018

Age: 66

Skill Set: Executive Experience, M&A and Corporate Strategy Experience, Sales and Marketing Experience, Risk Management Experience, Operational Experience, Human Capital Experience, Other Public Company Board Experience

Qualifications: The Board nominated Mr. Stanbrook to be a director because he has 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.

Experience:
 
Executive Advisory Partner at Wind Point Partners, a Chicago-based private equity firm (2016 – present).
 
Director at Voyant Beauty LLC, a contract manufacturer of personal and beauty care products (2017 – present).
 
Held various roles at S.C. Johnson & Son, Inc., a global manufacturer of consumer products (1996 – 2015), including Chief Operating Officer, International Markets (2010 – 2015).
 
Chief Executive Officer of Sara Lee Bakery (1992 – 1995).
Primo Water Committees: Human Resources and Compensation Committee, ESG and Nominating Committee

Other Current Public Company Directorships: Group 1 Automotive, Inc. (US NYSE: GPI), an automotive retailer (2019 – present)

Former Public Company Directorships: Imperial Brands PLC (US OTC: IMBBY) (2016 – 2022), Hewitt Associates, Inc. (2004 – 2010), and Chiquita Brands International, Inc. (US NYSE: CQB) (2002 -2014)
It is intended that each director will hold office until the close of business of the 2025 annual meeting or until his or her earlier resignation, retirement or death. Pursuant to Primo Water’s Corporate Governance Guidelines, no director may stand for election or re-election to the Board after the director has reached the age of 73 (a director that turns 73 during his or her term, however, may serve out the remainder of that term). No nominee identified above will reach the age of 73 prior to the date of the 2025 annual meeting.
Unless otherwise instructed, the persons named in the accompanying proxy card intend to vote FOR the election to the Board of the ten nominees who are identified above. Management and the Board do not contemplate that any of the nominees will be unable to serve as a director. If, for any reason at the time of the meeting, any of the nominees are unable to serve, then the persons named in the accompanying proxy card will, unless otherwise instructed, vote at their discretion for a substitute nominee or nominees to the extent permitted under Rule 14a-4(c) under the Exchange Act.
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Cease Trade Orders, Corporate and Personal Bankruptcies, Penalties and Sanctions
To the knowledge of Primo Water, none of its nominee directors and officers is, or within 10 years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including Primo Water) that (i) was subject to an order that was issued while the proposed director or officer was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the proposed director or officer ceased to be a director, chief executive officer or chief financial officer and that resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.
To the knowledge of Primo Water, none of its nominee directors and officers is, or within 10 years prior to the date hereof has been, a director or executive officer of any company (including Primo Water) that, (i) while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (ii) has, within 10 years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or executive officer.
To the knowledge of Primo Water, none of its nominee directors and officers has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to invest in Primo Water.
Majority Voting and Director Resignation Policy
Pursuant to Primo Water’s Majority Voting and Director Resignation Policy, if a nominee in an uncontested election does not receive the vote of at least the majority of the votes cast, the director is required to promptly deliver a written notice to the ESG and Nominating Committee offering to resign from the Board. Following receipt of an offer of resignation, the ESG and Nominating Committee must consider whether or not to accept the offer of resignation and recommend to the Board whether or not to accept it. With the exception of exceptional circumstances that would warrant the continued service of the applicable director on the Board, the ESG and Nominating Committee is expected to accept and recommend acceptance of the resignation by the Board. In considering whether or not to accept the resignation, the ESG and Nominating Committee may consider factors provided as guidance by the TSX and all factors deemed relevant by members of the ESG and Nominating Committee including, without limitation, any stated reasons why shareowners withheld votes from the election of that nominee, the length of service and the qualifications of the director whose resignation has been submitted, such director’s contributions to Primo Water, Primo Water’s governance guidelines and Primo Water’s obligations under applicable laws. The Board must make its decision on the ESG and Nominating Committee’s recommendation within 90 days following the meeting of Primo Water’s shareowners. In considering the ESG and Nominating Committee’s recommendation, the Board will evaluate the factors considered by the ESG and Nominating Committee and such additional information and factors that the Board deems relevant and, with the exception of exceptional circumstances that would warrant the continued service of the applicable director on the Board, the Board will accept the resignation. If an offer of resignation is accepted in accordance with this policy, the Board may in accordance with the provisions of Primo Water’s articles and by-laws appoint a new director to fill any vacancy created by the resignation or reduce the size of the Board.
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COMPENSATION OF DIRECTORS
We use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board. We set director compensation at a level that reflects the significant amount of time and high skill level required of directors in performing their duties for Primo Water and for its shareowners. In 2023, other than Mr. Harrington, our former Chief Executive Officer, no employees served as directors. Mr. Harrington was not compensated for serving as a director in 2023. His compensation as Chief Executive Officer during 2023 has been fully reflected in the Summary Compensation Table on page 44 of this proxy statement. We provided the following annual compensation to our non-employee directors in 2023:
Name
Fees Earned or
Paid in Cash
($)(4)
Stock
Awards
($)(5)
Total
($)
Britta Bomhard
156,593
135,000
291,593
Susan E. Cates
150,000
135,000
285,000
Eric Foss
79,945
153,111(6)
233,056
Jerry Fowden
250,000
135,000
385,000
Stephen H. Halperin(1)(2)
77,706
77,706
Gregory Monahan(3)
71,484
71,484
Derek Lewis
66,484
145,365(7)
211,840
Lori Marcus
66,484
145,365(7)
211,840
Billy D. Prim
130,000
135,000
265,000
Eric Rosenfeld(3)
88,077
88,077
Archana Singh
109,973
135,000
244,973
Steven P. Stanbrook
130,000
135,000
265,000
(1)
Mr. Halperin was compensated in Canadian dollars. The amounts paid to such individuals are converted from the U.S. dollar amounts listed above to Canadian dollar amounts at the U.S. to Canadian conversion rate in effect at the time of payment.
(2)
As a result of the mandatory retirement policy, Mr. Halperin did not stand for re-election at the 2023 annual and special meeting of shareowners.
(3)
Pursuant to the Cooperation Agreement dated May 3, 2023 between the Company, Legion Partners Holdings, LLC (“Legion”) and certain of Legion’s affiliates, Gregory Monahan and Eric Rosenfeld retired from the Board as of immediately prior to the 2023 annual and special meeting of shareowners and did not stand for re-election at that meeting.
(4)
Non-employee directors are also reimbursed for certain business expenses, including travel expenses, in connection with Board and committee meeting attendance. These amounts are not included in the above table.
(5)
Represents the issuance of 10,489 common shares to each non-employee in payment of the annual director long-term incentive fee for non-employee directors. The values of the awards reflect the grant date fair values, as computed in accordance with FASB ASC Topic 718 (“ASC 718”).
(6)
Includes the issuance of 1,243 common shares to Mr. Foss in payment of the annual director long-term incentive fee for non-employee directors as payment of the partial year of service beginning on March 15, 2023 to the date of the 2023 annual and special meeting of shareowners. The value of the award reflects the grant date fair value, as computed in accordance with ASC 718.
(7)
Includes the issuance of 679 common shares to each of Mr. Lewis and Ms. Marcus in payment of the annual director long-term incentive fee for non-employee directors as payment of the partial year of service beginning on May 3, 2023 to the date of the 2023 annual and special meeting of shareowners. The values of the awards reflect the grant date fair values, as computed in accordance with ASC 718.
Directors’ Compensation Schedule
The compensation of directors is considered in light of the overall governance structure of Primo Water. Compensation for directors is recommended to the Board by the Human Resources and Compensation Committee (the “Compensation Committee”) and is approved by the independent directors. Director compensation is set solely on an annual fee basis (paid quarterly in arrears) and per-meeting attendance fees are not paid. Generally, directors are not separately compensated for service on Board committees in roles other than the committee chair.
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During 2023, directors were entitled to the following annual fees:
Category
Annual Fees
Annual Board retainer
$100,000
Annual fee for the non-executive chair of the Board
150,000
Annual fee for chairing the:
 
Audit Committee
20,000
Compensation Committee
15,000
ESG and Nominating Committee
10,000
Fee for serving on Special Committee, which may be formed from time to time
30,000
Annual fee for the lead independent director
30,000
Annual long-term equity incentive fee (stock award)
135,000
Share Ownership Requirements for Board Members
The Board has adopted minimum share ownership requirements for non-management directors. Under the requirements, each such director must own common shares having a minimum aggregate value equal to five times his or her annual board retainer fee (excluding additional committee or chairman retainers). The Compensation Committee or the Board may, from time to time, reevaluate and revise these guidelines to give effect to changes in Primo Water’s common share price or capitalization. The value of shares owned by each director is recalculated on an annual basis on December 31 of each year. Compliance with the requirements is measured on December 31 of each year and reported to the Compensation Committee. Directors are not required to attain the minimum ownership level by a particular deadline. However, until the guideline amount is achieved, such directors are required to retain an amount equal to 100% of net shares received as equity compensation. Once a director achieves the applicable ownership guideline, such director will be considered in compliance, regardless of any changes in the price of Primo Water common shares, so long as such director continues to own at least the number of Primo Water common shares owned at the time he or she achieved the applicable guideline. “Net shares” are defined as those shares that remain after shares are sold or netted to pay the exercise price of stock options (if applicable) and taxes payable upon the grant of a stock payment or the vesting of restricted shares, restricted share units, performance shares, or performance share units or the exercise of stock options or stock appreciation rights. Failure to meet or to show sustained progress toward meeting the guidelines may be a factor considered by the Compensation Committee in determining future long-term incentive equity grants to such directors. These requirements are designed to ensure that directors’ long-term interests are closely aligned with those of our shareowners. Shares purchased on the open market may be sold in compliance with Primo Water’s policies and applicable securities law.
Each of the incumbent non-management directors, other than Mr. Foss, Mr. Lewis, Ms. Marcus, and Ms. Singh, holds common shares in excess of the threshold required by the share ownership guidelines as of December 31, 2023.
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SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table and the notes that follow show the number of our common shares beneficially owned as of March 21, 2024 by each of our directors, the individuals named in the Summary Compensation Table, and our current directors, director nominees and executive officers as a group.
Name
Common Shares
Beneficially Owned,
Controlled or Directed(1)
Options
Exercisable within
60 days
Total
Common Shares
Percentage of Class(2)
Britta Bomhard
49,802
49,802
*
Susan E. Cates
59,656
59,656
*
Eric J. Foss
11,732
11,732
*
Jerry Fowden
1,279,259
1,279,259
*
Derek R. Lewis
12,868
12,868
*
Lori T. Marcus
11,268
11,268
*
Billy D. Prim(3)
1,137,053
1,137,053
*
Archana Singh
25,631
25,631
*
Steven P. Stanbrook
97,022
97,022
*
Robbert Rietbroek(4)
Thomas J. Harrington(4)(5)(6)
838,102
1,096,970
1,935,072
1.2%
David Hass(4)
174,259
22,700
196,959
*
Marni Morgan Poe(4)
315,706
480,807
796,513
*
Anne Melaragni(4)
47,519
25,371
72,890
*
William “Jamie” Jamieson(4)
66,336
84,891
151,227
*
Jay Wells(4)(7)
381,020
381,020
*
Cate Gutowski(8)
177,081
177,081
*
Current directors, director nominees and executive officers as a group (consisting of 16 persons, including the directors and executive officers named above)(4)
3,355,729
684,500
4,040,229
2.5%
*
Less than 1%
(1)
Each director and officer has provided the information on shares beneficially owned, controlled or directed. The shareowners named in this table have sole voting and investment power over all shares shown as beneficially owned by them except as otherwise noted in the footnotes below.
(2)
Percentage of class is based on 159,732,494 shares outstanding as of March 21, 2024.
(3)
Includes (a) 1,098,925 common shares held by the Billy D. Prim Revocable Trust (as to which he has shared voting and investment power); (b) 15,887 common shares held by 2010 Irrevocable Trust fbo Sarcanda W. Bellissimo (as to which he has shared voting and investment power); (c) 15,887 common shares held by 2010 Irrevocable Trust fbo Anthony Gray Westmoreland (as to which he has shared voting and investment power); (d) 3,177 common shares held by the 2010 Irrevocable Trust fbo Jager Grayln Dean Bellissimo (as to which he has shared voting and investment power); and (e) 3,177 common shares held by the 2010 Irrevocable Trust fbo Joseph Alexander Bellissimo (as to which he has shared voting and investment power).
(4)
Amounts reported in the above table do not include unvested time-based restricted share units included in the amount of securities beneficially owned by such person as reported on Form 4 that do not vest within 60 days of March 21, 2024.
(5)
Includes 324,053 shares held indirectly by Mr. Harrington through TAH Capital LLC.
(6)
On December 31, 2023, Mr. Harrington retired as Primo Water’s Chief Executive Officer and ceased to be an executive officer on that date. Information regarding his current share ownership is based on our corporate records.
(7)
On January 23, 2023, Mr. David Hass was appointed Primo Water’s Chief Financial Officer, and Mr. Wells ceased to be an executive officer on that date. Information regarding his current share ownership is based on our corporate records.
(8)
On January 20, 2023, Cate Gutowski resigned from her position as Primo Water’s Chief Operating Officer and ceased to be an executive officer on that date. Information regarding her current share ownership is based on our corporate records.
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Delinquent Section 16(a) Reports
Our directors and executive officers and any beneficial owner of more than 10% of our common shares, as well as certain affiliates of those persons, must file reports with the SEC showing the number of common shares they beneficially own and any changes in their beneficial ownership. Based on our review of these reports and written representations of our directors and executive officers, we believe that all required reports in 2023 were filed in a timely manner, except that, as a result of administrative errors, (1) two Forms 4 reporting a total of three transactions were not timely filed on behalf of Ms. Melaragni, (2) one Form 4 reporting a total of two transactions was not timely filed on behalf of Mr. Harrington, (3) one Form 4 reporting a total of two transactions was not timely filed on behalf of Mr. Hass, (4) one Form 4 reporting a total of two transactions was not timely filed on behalf of Ms. Poe, and (5) one Form 4 reporting a total of two transactions was not timely filed on behalf of Mr. Jamieson.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Board has determined that nine of the Board’s nominees for director, Ms. Bomhard, Ms. Cates, Mr. Foss, Mr. Fowden, Mr. Lewis, Ms. Marcus, Mr. Prim, Ms. Singh and Mr. Stanbrook, are independent within the meaning of the rules of the SEC, NYSE and NI 58-101. A director is “independent” in accordance with the rules of the SEC, NYSE and NI 58-101 if the Board affirmatively determines that such director has no material relationship with us (either directly or as a partner, shareowner or officer of an organization that has a relationship with us). Mr. Rietbroek is a management director and therefore is not independent.
Mr. Halperin, who retired from the Board in 2023, is of counsel at Goodmans LLP, a law firm that provides services to Primo Water on a regular basis, where he previously served as a partner prior to December 31, 2017. The amount of fees earned by Goodmans LLP for legal services rendered to Primo Water was and has been financially immaterial to Goodmans LLP and is unrelated to Mr. Halperin’s compensation from such firm. The Board had considered these and other factors and determined Mr. Halperin did not have a direct or indirect material interest in these transactions and determined that Mr. Halperin was independent during his time on our Board.
Each director and nominee for election as director delivers to Primo Water annually a questionnaire that includes, among other things, a request for information relating to any transactions in which both the director or nominee, or their family members, and Primo Water participates, and in which the director or nominee, or such family member, has a material interest. Pursuant to Primo Water’s Corporate Governance Guidelines and the charter of the ESG and Nominating Committee, the ESG and Nominating Committee is required to review all transactions between Primo Water and any related party (including transactions reported to it by a director or nominee in response to the questionnaire, or that are brought to its attention by management or otherwise), regardless of whether the transactions are reportable pursuant to Item 404 of Regulation S-K under the Exchange Act.
After considering advice from the ESG and Nominating Committee, the Board is required to review, and, if appropriate, approve or ratify, such related party transactions. A “related party transaction” is defined under the Corporate Governance Guidelines as any transaction in which Primo Water was or is to be a participant and in which any related party has a direct or indirect material interest, other than transactions that (i) are available to all employees generally, (ii) involve compensation of executive officers or directors duly authorized by the appropriate board committee, or (iii) involve reimbursement of expenses in accordance with Primo Water’s established policy.
A “related party” is defined under the Corporate Governance Guidelines as any person who is, or at any time since the beginning of Primo Water’s last fiscal year was, an executive officer or director (including in each case nominees for director), any shareowner owning in excess of 5% of Primo Water’s common shares, or an immediate family member of an executive officer, director, nominee for director or 5% shareowner.
An “immediate family member” is defined under the Corporate Governance Guidelines as a person’s spouse, parents, stepparents, children, stepchildren, siblings, mother- and father-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone (other than employees) who shares such person’s home.
Management and directors must also update the Board as to any material changes to proposed transactions as they occur.
Because related party transactions potentially vary, the ESG and Nominating Committee or the Board has not to date developed a written set of standards for evaluating them, but rather addresses any such transactions on a case-by-case basis.
To the knowledge of the directors, no senior officer, informed person, director or proposed nominee for election as a director, or any associate or affiliate of any such persons, had any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any material transaction with Primo Water since January 1, 2023.
None of the directors, executive officers, employees, former executive officers, former directors or former employees, or any associate of any such persons of Primo Water has any indebtedness to Primo Water or any of its subsidiaries or was indebted to Primo Water or its subsidiaries during the most recently completed financial year.
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COMPENSATION OF EXECUTIVE OFFICERS
Compensation Discussion and Analysis
Executive Summary
This Compensation Discussion and Analysis focuses on the compensation of our named executive officers (“NEOs”) for 2023, who were:
Thomas J. Harrington
Former Chief Executive Officer(1)
David Hass
Chief Financial Officer(2)
Marni Morgan Poe
Chief Legal Officer and Secretary
Anne Melaragni
Chief Human Resources Officer
William “Jamie” Jamieson
Chief Information Officer
Jay Wells
Former Chief Financial Officer(2)
Cate Gutowski
Former Chief Operating Officer(3)
(1)
On December 31, 2023, Mr. Harrington retired as Primo Water’s Chief Executive Officer and ceased to be an executive officer on that date.
(2)
On January 23, 2023, Mr. David Hass was appointed Primo Water’s Chief Financial Officer, and Mr. Wells ceased to be an executive officer on that date.
(3)
On January 20, 2023, Cate Gutowski resigned from her position as Primo Water’s Chief Operating Officer and ceased to be an executive officer on that date, but remained in an advisory capacity through July 1, 2023.
Our management’s focus is on executing our vision of becoming the leading brand in the pure-play water category with a unique portfolio of sustainable drinking water solutions. We are focused on the connectivity of our associates’ experience and our customers’ experience to deliver on our Company purpose. In 2023, our vision was executed through a focus on several key strategies: (1) Water Your Way, (2) Category Leading Innovation, (3) Customer for Life Promise, (4) Operational Excellence, (5) ESG Leadership, and (6) Inspiring Our Associates. We believe that our named executive officers were instrumental in helping us execute our strategy in 2023 and in delivering financial performance, as follows:
Strategically assessed our global footprint, ultimately leading to the divestiture of the majority of our international businesses, allowing Primo Water to:
Increase focus on the North American market as a leading pure-play water solutions provider;
Improve its financial profile;
Gain financial flexibility to pursue organic growth, reduce leverage, and return capital to shareowners via share repurchases and dividends;
Accelerate Water Direct tuck-in acquisitions;
Engage in opportunities complementary and adjacent to our core North American water business;
Continued our focus on pure-play water solutions to help customers achieve their health and wellness journeys;
Increased household and business penetration of our water solutions across our North American footprint;
Expanded our retail location presence providing greater access to dispensers and water solutions;
Launched innovative new dispensers and water products to drive water consumption growth;
Understood customer needs and improved customer experience based on their feedback through our newly implemented Medallia NPS survey platform;
Enhanced our digital presence with investments in both our mobile app (MyWater+) and our website ecosystem;
Leveraged our customer density and scale to increase productivity, efficiencies and margins;
Utilized strategic capital investment to upgrade key water production plants to enhance production efficiency while simultaneously reducing water waste;
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Monetized select North American real estate assets, utilizing the cash to support growth and enhanced shareowner returns;
Achieved ESG milestones in 2023, as further described under the heading “Environmental, Social and Governance”;
Cultivated an engaged workforce with a consistent set of values and behaviors all inspired by our purpose;
Achieved 2023 Bonus-Adjusted EBITDA of $463.4 million, 2023 Bonus-Adjusted operating free cash flow of $181.5 million and 2023 Bonus-Adjusted Revenue of $2,286.3 million, resulting in a payout of 115% of target under the 2023 performance bonus program for our named executive officers;1 and
Achieved ROIC and Adjusted revenue for the three-year period ending on December 30, 2023 of 9.1% and $6,527.4 million, respectively.
We are a pay-for-performance company, offering market-competitive compensation, meaningful benefits, and differentiated rewards for our high performers. We believe that investing in our associates results in increased engagement, satisfaction and retention, which ultimately leads to an elevated customer experience and increased shareowner value.
Our total rewards program applicable across our organization encompasses six primary components that collectively define our organization’s value proposition:
Compensation. Includes both fixed and variable pay tied to performance levels for services rendered.
Benefits/Perquisites. Programs to supplement the compensation associates receive, including health and well-being, income protection, savings and retirement programs that offer security for associates and their families.
Recognition. Either formal or informal programs that acknowledge or give special attention to associate actions, efforts, behaviors or performance that support business strategy.
Talent Development. Programs and tools for associates to advance their skills and competencies in both their short- and long-term careers.
Performance Management. The alignment of organizational, team and individual efforts toward the achievement of business goals and organizational success. Performance management includes establishing expectations, skill demonstration, assessment, feedback and continuous improvement.
Work-Life Effectiveness. A specific set of organizational practices, policies and programs, plus a philosophy that actively supports efforts to help associates achieve success at both work and home.
Our total rewards program is designed to:
Attract, motivate, reward, and retain talent who contribute to the success of Primo Water.
Value the diversity of our workforce, recognizing that different people have different needs, and thus strive to provide flexibility and choice in our reward system.
Be both internally and externally equitable, providing our talent with opportunities, which relate to competitive practices and reflect individual responsibilities, skills, and contributions to Primo Water.
Support the whole person, enabling personal and professional growth.
Be transparent and effectively communicate; simple and easy to understand the value.
1
Please see Appendix G for a reconciliation of GAAP to non-GAAP amounts.
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What We Do and Do Not Do. We seek to ensure that our executive compensation programs are closely aligned with the interests of our shareowners by following these corporate governance best practices:
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 Water securities in a margin account or pledging Primo Water 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 shareowner approval
Provide competitive compensation that is compared to a relevant peer group, which is reviewed annually
Provide for automatic “single trigger” vesting of awards 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, named executive officers, and other key employees are directed to hold a certain amount of shares (as a multiple of base salary or retainer) received as equity compensation from Primo Water
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
Cap cash bonuses and vesting for performance-based restricted share units at 200% of target
 
 
Say-on-Pay and Say-on-Frequency
In 2023, approximately 96.9% of the votes cast on our say-on-pay proposal approved the compensation of our named executive officers as disclosed in last year’s proxy statement. Although the vote was non-binding, the Compensation Committee took into account the result of the 2023 vote in determining executive compensation policies and decisions since the 2023 annual and special meeting of shareowners. The Compensation Committee viewed the vote as an expression of the shareowners’ general satisfaction with our current executive compensation programs. To further ensure that Primo Water’s executive compensation programs are closely aligned with the interests of its shareowners, the Compensation Committee determined to increase the mix allocated to performance-based restricted share units (from 60% in 2022 to 66% in 2023) and revise the metrics applicable to
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performance-based restricted share units (from ROIC (75%) and adjusted revenues (25%) in 2022 to ROIC (50%) and relative total shareholder return (50%) in 2023). The Compensation Committee will consider the results of this year’s say-on-pay proposal, as well as feedback from our shareowners, when making future executive compensation decisions.
Overview of Compensation Programs; Role of Compensation Committee
The Compensation Committee is responsible for overseeing Primo Water’s executive compensation programs, which primarily include compensation (base salary, annual bonus opportunities, and target long-term equity compensation) and limited perquisites as described below and as set forth in the Summary Compensation Table. In addition, the Compensation Committee is responsible for overseeing talent management and succession planning for Primo Water’s Chief Executive Officer and Primo Water’s other executive officers, as well as setting objectives and evaluating the performance of Primo Water’s Chief Executive Officer. To assist in executing its responsibilities, the Compensation Committee may retain independent compensation consultants, at Primo Water’s expense, who report solely to the Compensation Committee. The Compensation Committee is responsible for ensuring that the total compensation paid to our Chief Executive Officer and our other executive officers is fair, reasonable and competitive. The Compensation Committee must recommend to the independent members of the Board, and the Board must review and, if it deems appropriate, approve any changes to our Chief Executive Officer’s compensation package, as well as any severance arrangements applicable to our Chief Executive Officer. The Compensation Committee reviews and approves the compensation and any adjustments thereto for the other executive officers, as well as any severance arrangements applicable to such executive officers.
Setting Executive Compensation and the Role of Executive Officers in Compensation Decisions
The Compensation Committee, annually and as it otherwise deems appropriate, meets with our Chief Executive Officer and our Chief Human Resources Officer to obtain recommendations with respect to our compensation programs and packages for our executive officers (other than the Chief Executive Officer). The Chief Executive Officer and our Chief Human Resources Officer may make recommendations to the Compensation Committee on base salary, long-term incentive plan awards, performance targets, and other compensation terms for such executive officers that the Compensation Committee may consider. The Compensation Committee considers management’s proposals, reviews independent data to validate these recommendations and, if acceptable, approves them. The Compensation Committee is not bound to, and does not always accept, management’s recommendations with respect to executive compensation for such executive officers.
In 2023, the Compensation Committee continued to retain Frederic W. Cook & Co., Inc. (“FW Cook”) as its sole independent compensation consultant. FW Cook only performs work for and reports directly to the Compensation Committee and attends Compensation Committee meetings as requested. FW Cook provided recommendations to the Compensation Committee on the competitiveness and appropriateness of all elements of executive compensation, including the Chief Executive Officer’s compensation. FW Cook did not provide any additional services to the Board or management in 2023.
The Compensation Committee has considered the independence of FW Cook in light of SEC rules and NYSE listing standards. In connection with this process, the Compensation Committee reviewed, among other items, a report from FW Cook addressing the independence of FW Cook and the members of the consulting team serving the Compensation Committee. Based on its review, the Compensation Committee concluded that the work performed by FW Cook and its senior advisor involved in the engagement did not raise any conflict of interest.
The Compensation Committee periodically reviews compensation data and pay practices from Primo Water’s peer group and general industry surveys to determine the “market median” of the compensation of executives performing similar functions in the competitive market and in Primo Water’s peer group. However, the Board and the Compensation Committee retain discretion in setting the compensation for our Chief Executive Officer and the other executive officers, respectively. As a result, compensation for these executives may differ from the peer group and may vary according to factors such as experience, position, tenure, individual and organizational factors, and retention needs, among others. The Compensation Committee annually evaluates and selects which companies will comprise its compensation peer group. With guidance from its compensation consultant and input and discussion with management, the Compensation Committee discusses annually whether the mix of companies in the peer group produces a valid competitive analysis relative to our talent requirements.
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The Compensation Committee, with input from FW Cook, determined that the peer group below, consisting of selected North American companies, was appropriate for setting 2023 target compensation. This peer group was consistent with the peer group utilized for setting 2022 target compensation.
Companies used for Compensation Comparison
ADT Inc. (ADT)
Pentair plc (PNR)
A.O. Smith Corporation (AOS)
Rollins, Inc. (ROL)
The Brink’s Company (BCO)
Stericycle Inc. (SRCL)
Chemed Corporation (CHE)
Terminix Global Holdings Inc.
Cintas Corporation (CTAS)
Tetra Tech, Inc. (TTEK)
Evoqua Water Technologies Corp. (AQUA)
UniFirst Corporation (UNF)
Franklin Electric Co., Inc. (FELE)
Watts Water Technologies Inc. (WTS)
IDEX Corporation (IEX)
Xylem Inc. (XYL)
Mueller Water Products, Inc. (MWA)
Zurn Elkay Water Solutions Corporation (formerly known as Rexnord Corporation) (ZWS)
During its August 2023 meeting, the Compensation Committee, with input from FW Cook, reviewed the peer group that would be used for setting 2024 target compensation and determined to make the following changes to the peer group to more closely reflect the Company’s business and financial profile:
Removals
Additions
Revised Peer Group
Evoqua Water Technologies Corp.
Addus HomeCare Corporation
Addus HomeCare Corporation
Franklin Electric Co., Inc.
ATN International, Inc.
ADT Inc.
IDEX Corporation
Aveanna Healthcare Holdings Inc.
A.O. Smith Corporation
Mueller Water Products, Inc.
Casella Waste Systems, Inc.
ATN International, Inc.
Pentair plc
Frontier Communications Parent, Inc.
Aveanna Healthcare Holdings Inc.
Terminix Global Holdings Inc.
GDI Integrated Facility Services Inc.
The Brink’s Company
Tetra Tech, Inc.
Healthcare Services Group, Inc.
Casella Waste Systems, Inc.
Watts Water Technologies Inc.
Waste Connections, Inc.
Chemed Corporation
Xylem Inc.
 
 
Zurn Elkay Water Solutions Corporation
 
Cintas Corporation
 
 
Frontier Communications Parent, Inc.
 
 
GDI Integrated Facility Services Inc.
 
 
Healthcare Services Group, Inc.
 
 
Rollins, Inc.
 
 
Stericycle Inc.
 
 
UniFirst Corporation
 
 
Waste Connections, Inc.
In addition, the Compensation Committee reviewed size-adjusted median compensation data from two general industry surveys in which management annually participates: the 2021 Aon Radford Global Compensation Executive Data (as the 2022 Aon Radford Global Compensation Executive Data was not yet available) and the Willis Towers Watson 2022 Executive Compensation Database Survey. The 2021 Aon Radford Global Compensation Executive Data included 1,109 organizations ranging in size from less than $10 million to $560 billion in annual revenue, and the 2022 Willis Towers Watson Executive Compensation Database Survey included 797 organizations ranging in size from approximately $20 million to $575 billion in annual revenue.
The Compensation Committee annually reviews peer group and survey data in recommending our Chief Executive Officer’s compensation to the Board and in setting compensation for the other executive officers. We consider the compensation paid by companies in our peer group as one factor in setting compensation for our named executive officers, and we may review peer group data with respect to individual components of compensation in
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addition to overall compensation. Compensation for the majority of our named executive officers has historically fallen at the low end of our “market median range.” Our market median range is defined as plus or minus 10% of the market median for base salary, and plus or minus 15% of the market median for all other elements of compensation. Our goal, over time and depending on the success of our overall business, is to more closely align components of our named executive officers’ compensation with the market median for all compensation elements. In 2023, total direct compensation opportunities for our named executive officers employed by us at the end of 2023 were, on average, within the market median range.
The Compensation Committee intends to continue to make adjustments to our executive compensation program, when deemed appropriate, in light of our compensation objectives, our financial and competitive position and our business. The Compensation Committee may exercise discretion as to the type and magnitude of these adjustments.
Long-Term versus Currently-Paid Compensation
Currently-paid compensation to our named executive officers includes base salaries, which are paid periodically throughout the fiscal year, annual cash performance bonuses based on performance targets proposed by management and approved by the Compensation Committee, which are awarded after the end of the fiscal year, and perquisites and personal benefits, which are paid consistent with our policies in appropriate circumstances. Our named executive officers historically have been eligible to participate in our long-term equity incentive plans, which in 2023 included the Amended and Restated Primo Water Corporation Equity Incentive Plan (the “Amended and Restated Equity Plan”) and the Primo Water Corporation 2018 Equity Incentive Plan, as each may be amended from time to time (the “2018 Equity Plan” and together with the Amended and Restated Equity Plan, the “Equity Plans”). The Amended and Restated Equity Plan expired as of February 14, 2023, so no shares remain available for future issuance under such plan. The Equity Plans provide the Compensation Committee and management with the flexibility to design compensatory awards responsive to Primo Water’s business needs and goals. Awards under the Equity Plans may be in the form of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance units or common share payments, including the payment of performance bonuses in common shares. The Equity Plans are described in more detail under the heading “Equity Compensation Plan Information” on page 60 of this proxy statement. Our executive officers may also participate in our 401(k) Plan, which is available to all employees in the United States, except for certain union employees.
The compensation structure for our named executive officers is intended to balance the need of these executives for current income with the need to create long-term incentives that are directly tied to achievement of our operational targets and growth in shareowner value.
Compensation Components
For 2023, the principal compensation components for Primo Water’s named executive officers consisted of the following:
Base salary
Fixed pay that takes into account an individual’s role and responsibilities, experience, expertise, and individual performance, and compensates named executive officers for services rendered during the fiscal year.
 
 
Annual cash performance bonuses
Performance-based compensation that is paid to reward attainment of annual corporate targets.
 
 
Long-term equity incentive awards
Equity compensation that reinforces the link between incentives and long-term Primo Water performance, incentivizes our named executive officers, aligns the interests of our named executive officers with those of our shareowners, 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 limited matching contributions under Primo Water’s 401(k) Plan.
 
 
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Perquisites and benefits
Perquisites and benefits that effectively facilitate job performance, including an annual executive physical examination and a car allowance.
Base Salary
We provide named executive officers and other employees with base salary, paid over the course of the year, to compensate them for services rendered during the fiscal year. Base salary is determined by an annual assessment of a number of factors, including position and responsibilities, experience, individual job performance relative to responsibilities, impact on development and achievement of our business strategy, and competitive market factors for comparable talent in the peer group.
The following table sets forth the 2023 base salary, 2022 base salary, and, if applicable, the percentage increase for each named executive officer:
Name
2023 Base Salary
2022 Base Salary
%
Increase
Thomas J. Harrington(1)
$1,000,000
$975,000
2.6%
David Hass(2)
$485,000
$302,000
60.6%
Marni Morgan Poe
$500,000
$475,000
5.3%
Anne Melaragni
$465,000
$440,000
5.7%
William “Jamie” Jamieson
$465,000
$440,000
5.7%
Jay Wells(3)
$610,000
$610,000
Cate Gutowski(4)
$600,000
$600,000
(1)
Mr. Harrington retired as Primo Water’s Chief Executive Officer and ceased to be an executive officer on December 31, 2023.
(2)
Mr. Hass was appointed Primo Water’s Chief Financial Officer on January 23, 2023. Prior to his promotion, he served as the Chief Strategy Officer.
(3)
On January 23, 2023, Mr. David Hass was appointed Primo Water’s Chief Financial Officer, and Mr. Wells ceased to be an executive officer on that date.
(4)
On January 20, 2023, Cate Gutowski resigned from her position as Primo Water’s Chief Operating Officer and ceased to be an executive officer on that date. She remained in an advisory capacity through July 1, 2023.
Annual Performance Bonuses
General
The Compensation Committee believes that some portion of overall compensation for named executive officers should be performance-based, that is, contingent on successful achievement of corporate targets. To that end, and depending on our financial and operating performance, the Compensation Committee may approve performance-based bonuses. Eligibility for performance bonuses is set forth in a named executive officer’s employment offer letter, and “target” bonus opportunities are based on market competitiveness, the expected impact of the executive’s role within Primo Water, and the executive’s expected long-term contributions. Any changes to the target bonus levels set forth in the employment offer letter for our Chief Executive Officer are recommended by the Compensation Committee and determined by the Board. Any changes to the target bonus levels set forth in the employment offer letters for the other executive officers are reviewed and approved by the Compensation Committee. The annual performance goals are 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 shareowners in the sustained growth of shareowner value.
At the end of each fiscal year, a review is conducted to determine if the named executive officers satisfied the aggregated accountability metrics described below. If this review results in a rating below acceptable levels for the relevant period, all or a portion of the performance bonus may be withheld, even if corporate targets were met. Our Board retains the discretion to make adjustments to the performance bonus for our Chief Executive Officer, and the Compensation Committee retains the discretion to make adjustments to the performance bonuses for the other executive officers.
Additionally, discretionary performance bonuses may be paid to named executive officers. No such bonuses were paid in 2023, other than a bonus of $50,000 paid to our Chief Information Officer in recognition of efforts on
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the sale of our international businesses. While discretionary bonuses may be paid in appropriate circumstances, no named executive officer has a guaranteed right to a discretionary bonus as a substitute for a performance-based bonus in the event that performance targets are not met.
Company Performance Targets
Performance bonus eligibility in 2023 was determined based on achieving certain corporate targets and on aggregated accountability for each named executive officer to grow the business and shareowner value. In 2023, the performance bonus of our named executive officers was 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.
For 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 certain items as approved by the Compensation Committee, and as a result, they may not correspond to the reported measures used in Primo Water’s other disclosures or filings. The Compensation Committee considers potential adjustments pursuant to pre-established guidelines, including materiality, to provide consistency in how the Compensation Committee views the business. The Compensation Committee may approve adjustments to reflect events in the prior period 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 in any given year, aggregate adjustments may increase or decrease incentive payouts.
The metrics described above closely correspond with the performance of our business, and the Compensation Committee therefore viewed them as appropriate performance targets for measuring the achievement of Primo Water’s business goals by our named executive officers. At the conclusion of the annual performance period, the Compensation Committee reviewed the accountability of each named executive officer towards growth of the business and shareowner value; if expectations had been met, the executive was paid a bonus in full based on achievement of the corporate metrics. A bonus could have been withheld in whole or in part if the executive was not so accountable. No bonus or portion of a bonus was withheld in 2023.
Performance bonuses in 2023 had a “threshold” level, a “target” level and an “outperform” level. 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, no performance bonuses will be paid, subject to the discretion of the Board and the Compensation Committee to modify the performance bonus of our Chief Executive Officer and the other executive officers, respectively, based on accountability towards growth of the business and shareowner value. For 2023, our named executive officers 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 2023 for our Chief Executive Officer was 120% of annual base salary, and 75% of annual base salary for each of our other named executive officers.
The Compensation Committee believes that setting an achievable goal is important in motivating our employees appropriately and in constructing a pay package that allows us to compete successfully in the market for talented employees. The following chart sets forth the threshold, target and outperform performance targets established by the Compensation Committee in December 2022 for the 2023 corporate bonus pool in which our named executive officers participated. The 2023 target levels below exceed 2022 actual results for each metric from the 2022 performance bonus program.
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2023 Performance Bonus Program

Targets applicable to named executive officers ($ in millions)
 
Corporate Pool
(enterprise level)
 
Bonus-
Adjusted
EBITDA
50%
Bonus-
Adjusted
Operating
Free Cash
Flow
25%
Bonus-
Adjusted
Revenue
25%
“Threshold”
$395.3
$139.2
$2,188.4
“Target”
465.0
163.8
2,303.6
“Outperform”
534.8
188.4
2,464.8
Actual(1)
463.4
181.5
2,286.3
(1)
Please see Appendix G for a reconciliation of GAAP to non-GAAP amounts.
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 named executive officer’s bonus.
The following chart sets forth the calculation of the bonus payouts as a percentage of target award opportunities for the named executive officers 2023 bonus opportunities.
2023 Performance Bonus Program

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)
98%
172%
93%
% Payout—Weighted (Per Metric)
49%
43%
23%
Bonus Payout % Target Award
 
115%
 
As noted above, actual results, when weighted as described above, resulted in a bonus payout of 115% of target award opportunity for our named executive officers.
For 2024, the Compensation Committee has determined to utilize the same metrics and weighting as utilized in the 2023 performance bonus program.
Accountability to Grow the Business and Shareowner Value
During 2023, each named executive officer was accountable to grow the business and shareowner value, as measured by performance against the approved strategic plan, business and capex initiatives. The Compensation Committee retains discretion to reduce a performance bonus based on a named executive officer’s failure to achieve such targets. The Compensation Committee determined that our named executive officers met these targets and, as a result, no reductions would be made to performance bonuses. For 2024, the Compensation Committee determined to continue with the use of aggregated accountability for each officer to grow the business and shareowner value.
Long-Term Incentive Plans
In 2023, our senior-level employees were eligible to participate in our Equity Plans. Generally, we use a methodology to determine award size based on benchmarking against our peer group and the industry in general,
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among other factors. The Equity Plans provide the Compensation Committee and management with the flexibility to design compensatory awards responsive to Primo Water’s needs. Awards under the Equity Plans may be in the form of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance units or share payments.
In December 2023, each of our named executive officers employed on the date of grant (other than our former Chief Executive Officer) received an equity award for the 2024 annual grant cycle, consisting of performance-based restricted share units (66%) and time-based restricted share units (34%). All of the time-based restricted share units are eligible to vest in three equal annual installments, subject to continued employment. The performance-based restricted share units are eligible to vest based upon the achievement of average annual return on invested capital (“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 (with the metrics weighted 50% and 50%, respectively). The Compensation Committee determined to increase the mix allocated to performance-based restricted share units (from 60% in 2022 to 66% in 2023) and revise the metrics applicable to performance-based restricted share units (from ROIC (75%) and adjusted revenues (25%) in 2022 to ROIC (50%) and relative TSR (50%) in 2023) to further ensure that Primo Water’s executive compensation programs are closely aligned with the interests of its shareowners. 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 Water performance. We believe that these equity awards incentivize our named executive officers, align their interests with those of our shareowners and encourage executive retention.
The performance-based restricted share units granted in 2020 to our named executive officers (other than our former Chief Operating Officer) vest based on the achievement of average annual ROIC and aggregate revenues over a three-year period beginning on the first day of Primo’s 2021 fiscal year and ending on the last day of Primo’s 2023 fiscal year (weighted 75% and 25%, respectively). The following chart sets forth the threshold, target and outperform performance targets established by the Compensation Committee for each metric.
 
ROIC
75%
Adjusted
Revenue
25%
“Threshold”
7.59%
$6,145 million
“Target”
8.40%
$6,468 million
“Outperform”
8.86%
$6,921 million
Actual(1)
9.1%
$6,527 million
(1)
Please see Appendix G for a reconciliation of GAAP to non-GAAP amounts.
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 payout as a percentage of the target award. This percentage is then applied to the target performance-based share unit amount to determine the amount of the performance-based share units that vest.
The following chart sets forth the calculation of the payout rate for the performance-based restricted share units granted in December 2020.
 
ROIC
75%
Adjusted
Revenue
25%
% Payout (Per Metric)
200%
113%
% Payout—Weighted (Per Metric)
150%
28%
% Payout Rate
178%
For performance-based restricted share unit purposes, “ROIC” is defined in our form award agreement filed with the SEC and noted in Appendix G hereto, and “adjusted revenue” is GAAP revenues, each as adjusted to exclude the impact of certain items as approved by the Compensation Committee. As a result, it may not correspond to similarly titled reported measures used in Primo Water’s other disclosures or filings. As discussed above, the Compensation Committee considers potential adjustments pursuant to pre-established guidelines, including
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materiality, to provide consistency in how the Compensation Committee views the business. The Compensation Committee may approve adjustments to reflect events in the prior period and/or the results achieved during the applicable performance period to account for items not indicative of underlying performance. Individual adjustments may have a positive or negative impact, and in any given year, aggregate adjustments may increase or decrease incentive payouts. A calculation of these measures for the three-year period ended December 30, 2023 is included in Appendix G hereto.
Retirement Benefits
In 2023, as part of our cost management efforts, we continued to limit executive benefits to those specifically granted pursuant to employment agreements (as discussed below). Our named executive officers are eligible to participate in our 401(k) Plan, which is generally open to all employees in the United States except certain union employees. Employees can contribute a percentage of their eligible earnings, subject to annual contribution limits set by the Internal Revenue Service.
Perquisites and Other Personal Benefits
We provide our named executive officers with limited perquisites and other personal benefits that are not otherwise available to all of our employees, including an annual executive physical examination and a car allowance. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to named executive officers 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 named executive officers are set forth in the Summary Compensation Table, under the heading “All Other Compensation” and related footnotes on page 44 of this proxy statement.
Named Executive Officer Employment Agreements
Each of our named executive officers has a written employment agreement or offer letter setting forth the material terms of his or her employment. Under these employment agreements or offer letters, these executives receive annual base salaries, which may be adjusted from time to time. Each of these agreements provides for eligibility to earn bonuses based upon the achievement of agreed-upon criteria established from time to time by the Compensation Committee as well as customary allowances and perquisites.
Each of the named executive officers employed by Primo Water as of the end of 2023 participates in both short-term and long-term incentive programs provided by us. The level of participation is determined by the Compensation Committee and varies by named executive officer. Each of our named executive officers is bound by restrictive covenants that generally limit their ability to compete with us in any countries in which we conduct business. They have also agreed to non-solicitation and non-disparagement covenants. These limitations continue during the term of employment and for a period of time following termination (regardless of the cause of the termination).
Potential severance payments in the event of termination or change of control of Primo Water for each named executive officer, as applicable, are described more particularly under the heading “Potential Payments Upon Termination or Change of Control” beginning on page 48 of this proxy statement.
Thomas J. Harrington Employment Agreement
In August 2018, we entered into an employment letter agreement with Mr. Harrington to serve as our Chief Executive Officer. The agreement had an indefinite term and provided for an annual base salary, which was increased to $1,000,000 effective March 26, 2023, and a car allowance. Mr. Harrington was eligible to participate in our annual performance bonus plan with a target bonus equal to 120% of his base salary.
On December 31, 2023, Mr. Harrington retired as Primo Water’s Chief Executive Officer and ceased to be an executive officer on that date. Prior to his retirement, Mr. Harrington participated in our Amended and Restated Severance and Non-Competition Plan (the “Severance Plan”), pursuant to which he is subject to standard confidentiality undertakings and non-disparagement covenants that survive his retirement. He is also subject to a non-competition covenant that generally limits his ability to compete with us in any countries in which we conduct business, as well as a non-solicitation covenant. These limitations will continue for a period of two years following his retirement.
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David Hass Employment Agreement
In January 2023, we entered into an offer letter agreement with David Hass to serve as our Chief Financial Officer. The agreement has an indefinite term and provides for an annual base salary, which will be increased to $550,000 effective as of March 24, 2024, and a car allowance. Mr. Hass is eligible to participate in our annual performance bonus plan with an annual target bonus equal to 75% of his base salary. In connection with his appointment, he also received a one-time award equivalent to $700,000 comprised of performance-based restricted share units (60%) and time-based restricted share units (40%). The time-based restricted share units vest ratably in three equal annual installments from the appointment date, and the performance-based restricted units vest based upon the achievement of average annual ROIC and aggregate revenues over a three-year period beginning on the first day of the Company’s 2023 fiscal year and ending on the last day of the Company’s 2025 fiscal year (with the metrics weighted 75% and 25%, respectively).
Mr. Hass is also eligible to participate in our benefit plans made available to our employees and senior executives, as well as our long-term incentive plans at the discretion of the Compensation Committee. The 2023 grants to Mr. Hass under our long-term incentive plans are set forth in the “Grants of Plan-Based Awards in Fiscal 2023” Table below.
Mr. Hass participates in the Severance Plan, pursuant to which he is subject to standard confidentiality undertakings and non-disparagement covenants that survive the termination of his employment, regardless of the cause of the termination. He is also subject to a non-competition covenant that generally limits his ability to compete with us in any countries in which we conduct business, as well as a non-solicitation covenant. These limitations continue during the term of employment and for a period of fifteen months following termination, regardless of the cause of the termination.
Marni Morgan Poe Employment Agreement
In December 2020, we entered into an amended and restated offer letter agreement with Marni Morgan Poe to serve as our Chief Legal Officer, which memorialized the previously disclosed terms of her employment with us. The agreement has an indefinite term and provides for an annual base salary, which will be increased to $515,000 effective as of March 24, 2024, and a car allowance. Ms. Poe is eligible to participate in our annual performance bonus plan with an annual bonus target of 75% of her base salary.
Ms. Poe is also eligible to participate in our benefit plans made available to our employees and senior executives, as well as our long-term incentive plans at the discretion of the Compensation Committee. The 2023 grants to Ms. Poe under our long-term incentive plans are set forth in the “Grants of Plan-Based Awards in Fiscal 2023” Table below.
Ms. Poe participates in the Severance Plan, pursuant to which she is subject to standard confidentiality undertakings and non-disparagement covenants that survive the termination of her employment, regardless of the cause of the termination. She is also subject to a non-competition covenant that generally limits her ability to compete with us in any countries in which we conduct business, as well as a non-solicitation covenant. These limitations continue during the term of employment and for a period of fifteen months following termination, regardless of the cause of the termination.
Anne Melaragni Employment Agreement
In May 2021, we entered into an offer letter agreement with Anne Melaragni to serve as our Chief Human Resources Officer. The agreement has an indefinite term and provides for an annual base salary, which will be increased to $479,000 effective as of March 24, 2024, and a car allowance. Ms. Melaragni is eligible to participate in our annual performance bonus plan with an annual bonus target of 75% of her base salary. In connection with her appointment, Ms. Melaragni received a one-time award of $400,000 in time-based restricted share units, which vested in equal installments on the first and second anniversaries of her hire date. Ms. Melaragni was also entitled to relocation assistance to the Tampa, Florida area, which is subject to repayment if Ms. Melaragni resigns her employment for any reason or is terminated for Cause (as defined in the Severance Plan) prior to the three-year anniversary of the date on which the Company last disburses relocation-related funds.
Ms. Melaragni is also eligible to participate in our benefit plans made available to our employees and senior executives, as well as our long-term incentive plans at the discretion of the Compensation Committee. The 2023 grants to Ms. Melaragni under our long-term incentive plans are set forth in the “Grants of Plan-Based Awards in Fiscal 2023” Table below.
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Ms. Melaragni participates in the Severance Plan, pursuant to which she is subject to standard confidentiality undertakings and non-disparagement covenants that survive the termination of her employment, regardless of the cause of the termination. She is also subject to a non-competition covenant that generally limits her ability to compete with us in any countries in which we conduct business, as well as a non-solicitation covenant. These limitations continue during the term of employment and for a period of fifteen months following termination, regardless of the cause of the termination.
William “Jamie” Jamieson Employment Agreement
In January 2019, we entered into an offer letter agreement with William “Jamie” Jamieson to serve as our Chief Information Officer. The agreement has an indefinite term and provides for an annual base salary, which will be increased to $479,000 effective as of March 24, 2024. Mr. Jamieson is eligible to participate in our annual performance bonus plan with an annual bonus target of 75% of his base salary.
Mr. Jamieson is also eligible to participate in our benefit plans made available to our employees and senior executives, as well as our long-term incentive plans at the discretion of the Compensation Committee. The 2023 grants to Mr. Jamieson under our long-term incentive plans are set forth in the “Grants of Plan-Based Awards in Fiscal 2023” Table below.
Mr. Jamieson participates in the Severance Plan, pursuant to which he is subject to standard confidentiality undertakings and non-disparagement covenants that survive the termination of his employment, regardless of the cause of the termination. He is also subject to a non-competition covenant that generally limits his ability to compete with us in any countries in which we conduct business, as well as a non-solicitation covenant. These limitations continue during the term of employment and for a period of twelve months following termination, regardless of the cause of the termination.
Jay Wells Employment Agreement
In December 2020, we entered into an amended and restated offer letter agreement with Jay Wells to serve as our Chief Financial Officer, which memorialized the previously disclosed terms of his employment with us. The agreement had an indefinite term and provided for an annual base salary, which was increased to $610,000 effective as of April 10, 2022, and a car allowance. Mr. Wells was eligible to participate in our annual performance bonus plan with an annual target bonus equal to 75% of his base salary.
On January 23, 2023, Mr. Hass was appointed Primo Water’s Chief Financial Officer, and Mr. Wells ceased to be an executive officer on that date. Prior to his retirement, Mr. Wells participated in the Severance Plan, pursuant to which he is subject to standard confidentiality undertakings and non-disparagement covenants that survive his retirement. He is also subject to a non-competition covenant that generally limits his ability to compete with us in any countries in which we conduct business, as well as a non-solicitation covenant. These limitations continue during the term of employment and for a period of fifteen months following his retirement.
Cate Gutowski Employment Agreement
In September 2021, we entered into an offer letter agreement with Cate Gutowski to serve as our Chief Operating Officer. The agreement had an indefinite term and provided for an annual base salary of $600,000, and a car allowance. Ms. Gutowski was eligible to participate in our annual performance bonus plan with an annual bonus target of 75% of her base salary. In connection with her appointment, Ms. Gutowski received a cash sign-on bonus of $500,000, subject to repayment if, prior to 18 months from her employment date, she voluntarily resigned her position for any reason or was terminated for Cause (as defined in the offer letter and in the Severance Plan). She also received a one-time award of $4,300,000 in time-based restricted share units, the first installment of which vested in 2022, and the remainder of which vested as described below. Ms. Gutowski was also entitled to relocation assistance to the Tampa, Florida area, which was subject to repayment under certain circumstances if Ms. Gutowski failed to relocate to the Tampa, Florida area on a permanent basis by a certain deadline, or resigned her employment for any reason or was terminated for Cause (as defined in the offer letter and/or in the Severance Plan) prior to the first anniversary of the relocation date.
Ms. Gutowski participated in the Severance Plan, pursuant to which she is subject to standard confidentiality undertakings and non-disparagement covenants that survive the termination of her employment. She is also subject to a non-competition covenant that generally limits her ability to compete with us in any countries in which we conduct business, as well as a non-solicitation covenant. These limitations continue during the term of employment and for a period of fifteen months following termination.
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On January 20, 2023, Ms. Gutowski resigned from her position as our Chief Operating Officer. Ms. Gutowski remained with us in an advisory capacity through July 1, 2023, at which time her employment terminated. As part of a Separation Agreement and General Release entered into with us, we did not seek reimbursement of Ms. Gutowski’s signing bonus or the relocation expenses provided to Ms. Gutowski. In addition, the Compensation Committee determined to accelerate the vesting of 136,335 restricted share units on her departure date, representing the unvested portion of the restricted share units that were granted to Ms. Gutowski in October 2021.
Severance Arrangements
We have arrangements with our named executive officers to provide for payment and other benefits if such executive’s employment is terminated under certain circumstances. We have entered into such arrangements in order to discourage these executives from voluntarily terminating their employment with us in order to accept other employment opportunities, and to provide assurances to these executives that they will be compensated if terminated by us without cause.
Severance Plan
As of the last day of fiscal 2023, each of our named executive officers (other than our former Chief Financial Officer and former Chief Operating Officer) participated in our Severance Plan, which we first implemented in 2009. The Severance Plan defines the entitlements for these executives upon a qualified termination of employment and replaces all previous termination and severance benefits to which they may have been entitled. For more detail, please see Potential Payments Upon Termination or Change of ControlSeverance Plan” beginning on page 50 of this proxy statement.
Treatment of Equity Awards upon Termination or Change of Control
Our Equity Plans (see “Equity Compensation Plan Information” on page 60 of this proxy statement) contain “double trigger” provisions in connection with a change of control of Primo Water, thus protecting participants in the event of certain qualifying terminations of employment, and providing assurances that their equity investment in Primo Water will not be lost in the event of the sale, liquidation, dissolution or other change of control of Primo Water. 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 named executive officer or employee is involuntarily terminated for reasons other than Cause, or terminates his or her employment for Good Reason (as such capitalized terms are defined in the Equity Plans), within two years after the change of control.
Additionally, our Equity Plans provide for other potential benefits, absent a change in control, when a named executive officer 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, the Equity Plans provide for partial vesting for performance-based awards, restricted shares and restricted share units based on the length of employment relative to the performance or vesting period and accelerated vesting of options, generally on the employment termination date. In the case of retirement (defined in the Equity Plans as having attained age 60 and completed ten continuous years of service with Primo Water), 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 48 of this proxy statement.
Share Ownership Guidelines
The Board has established minimum share ownership guidelines for the Chief Executive Officer, Chief Financial Officer, certain other direct reports to the Chief Executive Officer, and certain other members of senior management. Under these share ownership guidelines, the Chief Executive Officer must own common shares having a minimum aggregate value equal to six times his annual base salary. The Chief Financial Officer must own common shares having a minimum aggregate value equal to two times his annual base salary. Other direct reports must own common shares having a minimum aggregate value equal to one and a half times his or her annual base salary. Unexercised stock options and unvested restricted stock awards or restricted stock units subject to future performance-based vesting do not count toward satisfaction of the threshold. The Compensation Committee or the Board may, from time to time, reevaluate and revise these guidelines to give effect to changes in Primo Water’s common share price, capitalization, or changes in the base salary or the title of the above mentioned persons.
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The value of shares owned by each of the above persons necessary to maintain compliance with the guidelines is recalculated on an annual basis on December 31 of each year. Compliance with the requirements is measured on December 31 of each year and reported to the Compensation Committee. Individuals are expected to monitor their own compliance throughout the year. Individuals subject to the guidelines are not required to attain the minimum ownership level by a particular deadline; however, until the guideline amount is achieved, the Chief Executive Officer is required to retain an amount equal to 100% of net shares received as equity compensation, and each other named executive officer is required to retain an amount equal to 75% of the net shares received as equity compensation. Once an individual achieves the applicable ownership guideline, he or she will be considered in compliance, regardless of any changes in base salary (except for promotional increases) or the price of Primo Water common shares, so long as he or she continues to own at least the number of Primo Water common shares owned at the time he or she achieved the applicable guideline. “Net shares” are defined as those shares that remain after shares are sold or netted to pay the exercise price of stock options (if applicable) and taxes payable upon the grant of a stock payment or the vesting of restricted shares, restricted share units, performance shares, performance share units or the exercise of stock options or stock appreciation rights. Shares purchased on the open market may be sold in compliance with Primo Water’s policies and applicable securities laws. Failure to meet or to show sustained progress toward meeting the guidelines may be a factor considered by the Compensation Committee in determining future long-term incentive equity grants to such persons. These requirements are designed to ensure that the economic interests of senior management correlate with the value of our common shares and are thus closely aligned with the interests of Primo Water’s shareowners.
Employee Share Purchase Plan
We have maintained Primo Water’s Employee Share Purchase Plan (the “ESPP”) since 2015. The purpose of the ESPP is to provide eligible employees of Primo Water and our designated subsidiaries (including our named executive officers) with an opportunity to acquire an ownership interest in us through the purchase of our common shares through payroll deductions at a discounted price. Eligible employees may purchase common shares at a price equal to 90% of the lower of the closing price of common shares on the NYSE on the first and last day of the offering period. We believe the ESPP further aligns the interests of our employees and shareowners and aids in the recruitment and retention of employees.
Insider Trading Restrictions and Policy Against Hedging
Our insider trading policy prohibits directors, officers, employees and consultants of Primo Water and certain of their family members from purchasing or selling any type of security, whether issued by us or another company, while such person is aware of material non-public information relating to the issuer of the security or from providing such material non-public information to any person who may trade while aware of such information. Trades by directors, executive officers and certain other employees are prohibited during certain prescribed blackout periods and are required to be pre-cleared by our Chief Legal Officer and Secretary, subject to limited exceptions for approved Rule 10b5-1 plans. This policy prohibits directors, officers, employees and consultants of Primo Water from engaging in “short sales” with respect to our securities, trading in put or call options, or engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, with respect to our securities. This policy also prohibits employees and directors, including the named executive officers, from holding Primo Water securities in a margin account or pledging Primo Water securities as collateral for a loan.
Policy Regarding Clawback of Incentive Compensation
Our Board has adopted a clawback policy that allows 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 accounting restatement of our financial statements, 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). The clawback policy is intended to reduce potential risks associated with our incentive plans, and thus better align the long-term interests of our named executive officers and shareowners.
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Risk Management Considerations
The Compensation Committee believes that Primo Water’s compensation plans and policies provide incentives for our executives and other employees to create long-term shareowner value, promote the creation of long-term value and discourage behavior that leads to excessive risk, as further detailed below:
The base salary portion of compensation is designed to provide a steady income regardless of Primo Water’s performance so that employees do not feel pressured to focus on achievement of certain performance goals at the expense of other aspects of Primo Water’s business.
The performance goals used to determine the amount of an executive’s bonus are measures that the Compensation Committee believes drive long-term shareowner value. The Compensation Committee attempts to set ranges for these measures that promote success without encouraging excessive risk-taking to achieve short-term results.
The measures used to determine whether performance-based restricted share units vest are based on performance over a three-year period. The Compensation Committee believes that the three-year measurement period reinforces the link between incentives and long-term Primo Water performance, and the performance cycles overlap to reduce any incentive to maximize performance in a particular period at the expense of another.
Cash bonuses are capped at 200% of target. Similarly, vesting for performance-based restricted share units is capped at 200% of target.
The equity awarded to our named executive officers is a mix of performance-based restricted share units and time-based restricted share units. The Compensation Committee believes that this mix avoids having a relatively high percentage of compensation tied to one element, and that the time-based restricted share units should reduce risky behavior because these awards are designed to retain employees and because they are earned over time.
Compensation is balanced between short-term and long-term compensation, creating diverse time horizons.
The Compensation Committee believes that linking performance and the corresponding payout factor mitigates risk by avoiding situations where a relatively small amount of increased performance results in a relatively high corresponding amount of increased compensation.
Named executive officers are required to hold a certain amount of Primo Water shares, which aligns their interests with those of our shareowners.
We have implemented accounting policies and internal controls over the measurement and calculation of performance goals.
We have implemented a clawback policy, which is intended to reduce potential risks associated with our incentive plans, and thus better align the long-term interests of our named executive officers and shareowners.
We prohibit hedging, pledging, and margining of Company securities.
The Compensation Committee approves our short-term and long-term incentive compensation programs, as well as other executive compensation programs, which mitigates risk by empowering a group of independent directors with substantial experience and expertise.
The Compensation Committee has engaged an outside, independent compensation consultant who is knowledgeable regarding various compensation policies and their associated risks and is free from any conflict of interest.
The Compensation Committee has reviewed Primo Water’s compensation policies and practices for its employees and determined that the risks arising from those policies and practices are not reasonably likely to have a material adverse effect on Primo Water.
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Summary Compensation Table
Name and Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards(1)
($)
Option/
SAR
Awards
($)
Non-Equity
Incentive Plan
Compensation(2)
($)
All Other
Compensation
($)
Total
($)
Thomas J. Harrington
Former Chief Executive Officer
2023
993,269
1,383,600
28,887(3)
2,405,756
2022
962,077
4,000,000
900,900
26,730
5,889,707
2021
919,731
3,500,000
887,139
25,874
5,332,744

David Hass
Chief Financial Officer
2023
467,211
2,129,817
419,404
25,675(4)
3,042,107
 
 
 
 
 
 

Marni Morgan Poe
Chief Legal Officer and Secretary
2023
493,269
1,193,981
432,375
16,073(5)
2,135,698
2022
468,269
700,000
299,250
24,675
1,492,194
2021
443,268
700,000
293,624
23,936
1,460,829

Anne Melaragni
Chief Human Resources Officer
2023
458,269
737,026
402,109
455,394(6)
2,052,798
2022
431,923
725,000
277,200
181,057
1,615,180
2021
368,731
825,000
262,913
23,100
1,479,743

William “Jamie” Jamieson
Chief Information Officer
2023
458,269
50,000(7)
383,234