Primo Brands Appoints Finance Executive Sudhanshu Priyadarshi to Board as Director

Priyadarshi's Background and Executive Experience

Sudhanshu Priyadarshi brings a track record of executive leadership across finance, technology, and international operations. Currently serving as Chief Financial Officer and President of International Operations at Planet Fitness, Inc., Priyadarshi oversees the company's finance, strategy, investor relations, and information technology functions while leading its international expansion efforts. His tenure at Planet Fitness demonstrates his capability to manage large-scale financial operations alongside strategic growth initiatives in a competitive consumer-focused industry.

Prior to his current role, Priyadarshi served as an advisor to Keurig Dr Pepper from November 2025 until April 2026, following a two-year period as Chief Financial Officer and President of International Operations at KDP from November 2023 to November 2025. Before that role, he held the position of Chief Financial Officer at KDP from November 2022 to November 2023. His experience at Keurig Dr Pepper, a major player in the beverage sector, positions him with direct industry knowledge relevant to Primo Brands' operations and strategic direction. He also previously served as Chief Financial Officer of Vista Outdoor Inc. from April 2020 to October 2022, demonstrating versatility across different manufacturing and consumer-facing businesses.

Early Career and Foundational Finance Experience

Priyadarshi's career foundation was established through 14 years at PepsiCo, where he held multiple roles in finance and strategy, including Chief Financial Officer for Global Research & Development and Nutrition. His extended tenure at PepsiCo, a global packaged goods and beverages leader, provided him with deep expertise in the sectors most relevant to Primo Brands' business. His early exposure to R&D finance and nutrition strategy at PepsiCo aligns closely with beverage innovation and product portfolio management. Additionally, he has held senior leadership positions at Walmart Inc. and served as Chief Financial Officer of Flexport, expanding his operational experience across retail, supply chain, and logistics—areas critical to beverage distribution and sales execution.

Priyadarshi's background also includes earlier experience at Cipla, a multinational pharmaceutical company, which broadened his understanding of regulatory compliance, operational efficiency, and international business operations. This diverse career trajectory demonstrates his ability to navigate complex financial landscapes across multiple industries and geographies, skills that the Primo Brands Board views as valuable assets for advancing the company's strategic objectives and operational performance.

Current and Recent Board Affiliations

Beyond his executive role at Planet Fitness, Priyadarshi maintains active participation in corporate governance through board service. He currently serves on the Board of Directors of Wabash National Corporation, a manufacturer of commercial transportation equipment. His current board involvement demonstrates his ongoing commitment to contributing strategic insights to other public companies and his standing in the corporate governance community. This active participation in multiple board-level roles underscores his credibility and the respect he commands among institutional investors and corporate leadership.

Priyadarshi previously served on the Board of Directors of Chobani LLC from 2025 to 2026, providing him recent exposure to the consumer foods and packaged dairy segment. His board experience across different sectors—transportation, consumer goods, fitness, and beverages—reflects a well-rounded understanding of operational challenges and strategic opportunities that span multiple industries. The Board of Primo Brands highlighted that Priyadarshi's extensive expertise in finance, logistics, and technology, combined with his direct experience in packaged goods companies, will contribute meaningfully to the Board's oversight and strategic guidance.

Minsok Pak's Resignation and Departure Rationale

Minsok Pak's resignation from the Primo Brands Board on July 14, 2026, was accepted following his decision to accept an executive position with another industry participant. The filing states that Pak tendered his resignation in accordance with the Company's Corporate Governance Guidelines as a result of a change in his principal employment responsibilities. This disclosure reflects a structured approach to board transitions, where directors who accept executive roles elsewhere may step down to avoid potential conflicts of interest or to allow new leadership to assume board duties aligned with their current professional focus.

The company explicitly stated that Pak's resignation was not due to any disagreement with Primo Brands regarding the company's operations, policies, or practices. This clarification is standard in board transitions and indicates an amicable separation with no underlying corporate governance disputes or operational concerns that prompted the departure. The disclosure indicates that the separation was a natural consequence of Pak's career progression rather than any fundamental disagreement or conflict between him and the company's leadership or strategic direction.

Board Committee Assignments and Governance Role

Priyadarshi's appointment includes service on two key Board committees: the Audit Committee and the Sustainability Committee. His placement on the Audit Committee is particularly notable, given his extensive finance background and experience as Chief Financial Officer across multiple major corporations. The Audit Committee is responsible for overseeing the company's financial reporting, internal controls, and compliance with applicable regulations, roles for which Priyadarshi's prior CFO experience makes him well-suited. His presence on the committee strengthens the Board's financial oversight capabilities and adds specialized expertise in accounting, risk management, and financial strategy.

His concurrent appointment to the Sustainability Committee reflects the Board's strategic focus on environmental, social, and governance (ESG) initiatives and corporate responsibility. Priyadarshi's role at Planet Fitness and previous positions at major corporations have likely exposed him to modern sustainability challenges and best practices across large organizations. His assignment to both committees positions him as a key contributor to Primo Brands' governance framework and strategic priorities, enabling him to influence financial stewardship, operational compliance, and long-term sustainable value creation for the company and its stakeholders.

Appointment as Sponsor Nominee Under Stockholders Agreement

The filing discloses that Priyadarshi was appointed to the Board as a Sponsor Nominee, a designation defined in the Amended and Restated Certificate of Incorporation of Primo Brands. His appointment follows the terms of the Stockholders Agreement dated November 7, 2024, entered into between Primo Brands, Triton Water Parent Holdings, LP, and other parties to that agreement. This language indicates that Priyadarshi's appointment was facilitated through the formal governance structure established when the company's major stakeholders agreed upon mechanisms for board representation and director selection.

The Sponsor Nominee designation suggests that Priyadarshi's appointment reflects the preferences or recommendations of a significant shareholder or investor group, likely Triton Water Parent Holdings or its affiliated entities. This appointment structure is common in companies where a major private equity sponsor, investment fund, or controlling shareholder maintains contractual rights regarding board composition. The formal notification in the disclosure ensures that all shareholders and market participants are informed of the governance arrangement under which the new director was selected, maintaining transparency about the sources of board influence and decision-making authority.

Related-Party Transaction Review and Conflict Assessment

The company disclosed that since the beginning of its last fiscal year, there have been no transactions between Primo Brands and Priyadarshi, and no currently proposed transactions exist in which he would have a direct or indirect material interest requiring disclosure under regulatory guidelines. This statement provides assurance to investors that Priyadarshi's board appointment does not create undisclosed conflicts of interest or arrangements that would pose governance concerns. The absence of material related-party transactions supports the independence and objectivity that the Board would expect from him in his committee roles and broader oversight responsibilities.

This proactive disclosure demonstrates Primo Brands' commitment to corporate governance standards and regulatory compliance. By explicitly confirming the absence of problematic related-party relationships at the time of Priyadarshi's appointment, the company reinforces investor confidence that his board service will be conducted with appropriate independence and focus on shareholder interests. The statement also clarifies that Priyadarshi's prior roles at other companies, including his advisory position at Keurig Dr Pepper or his current position at Planet Fitness, do not create material conflicts with his duties to Primo Brands shareholders.

Director Compensation and Indemnification Arrangements

Primo Brands disclosed that Priyadarshi will receive compensation for his service as a director consistent with the company's Non-Employee Director Compensation Program. The company did not disclose specific compensation amounts or details regarding the program structure in this filing but referenced that the complete program terms are attached as Exhibit 10.26 to the company's Current Report on Form 8-K 12G3/A dated November 12, 2024. This standard approach ensures that Priyadarshi's compensation aligns with the broader framework applied to other non-employee directors, maintaining internal equity and transparency in board compensation across the organization.

In accordance with Primo Brands' customary practice, the company is entering into its standard form of indemnification agreement with Priyadarshi. Indemnification agreements are routine protections that insulate directors from personal liability for certain actions taken in their official capacity, provided those actions are taken in good faith and within the scope of their authority. The use of a standard form agreement indicates consistency in how the company structures director protections and governance relationships, reducing customization and potential disputes. By utilizing the same form applied to other directors and disclosed in prior filings, the company maintains uniformity in its board governance arrangements and ensures that all directors operate under equivalent legal protections and obligations.

Strategic Implications for Primo Brands' Financial Oversight

Priyadarshi's appointment represents a significant enhancement to Primo Brands' financial and operational expertise at the board level. His background leading finance functions at major beverage and consumer-focused companies brings direct industry knowledge and best practices that align closely with Primo Brands' business model and strategic challenges. The appointment strengthens the Board's capacity to evaluate complex financial decisions, assess operational efficiency, and guide capital allocation strategies—areas where his CFO experience across multiple large organizations provides substantial value. His familiarity with beverage industry dynamics, international expansion, supply chain management, and technology integration positions him to contribute meaningfully to board discussions on strategic initiatives and competitive positioning.

The timing of Priyadarshi's appointment and Pak's departure may also signal evolving priorities or strategic focus within Primo Brands' governance structure. By replacing an outgoing director with an individual whose background is heavily oriented toward finance, international operations, and technology, the Board may be signaling increased emphasis on these functional areas in the company's near-term strategy. For investors monitoring Primo Brands' direction, Priyadarshi's appointment could indicate board-level attention to financial optimization, possible international expansion opportunities, or technology-driven operational improvements that may shape the company's strategic initiatives in coming quarters.