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Governance and Management

Grade: B. Nomad is a founder-controlled platform: Martin Franklin and Noam Gottesman still own ~14% between them a decade after the 2014 SPAC. Capital allocation has been aggressive and shareholder-friendly (share count cut ~18% since 2021), the new CEO transition is orderly, and AGM dissent is low. The offset is real but manageable: a $4M/year advisory fee to founder-affiliated entities (Mariposa + TOMS), a board only 50-60% independent, and a Jarden-alumni concentration that makes "truly independent" oversight thin.

Governance Grade

Insider Ownership %

18.4

Founders (Franklin+Gottesman) %

14.4

Board Independence %

Nomad is a foreign private issuer incorporated in the British Virgin Islands and headquartered in the UK. It is exempt from many NYSE governance rules and from Section 16 insider-reporting. Governance assessment therefore leans on the 20-F (Item 6), the May 2025 proxy, and the July 2025 AGM voting results.

The People Running This Company

A leadership change landed on January 1, 2026. Dominic Brisby (ex-Flora Food Group, ex-Imperial Brands) replaced Stéfan Descheemaeker, who had run the company for over a decade. Ruben Baldew (ex-Accell, ex-Unilever) remains CFO after a mid-2024 appointment. The co-Chairmen — Sir Martin Franklin and Noam Gottesman — continue to set the tone and retain meaningful stakes.

No Results

Franklin and Gottesman are the centre of gravity. Franklin built and exited Jarden (sold to Newell 2016), and still chairs Element Solutions, APi Group, and Acuren. Gottesman co-founded GLG Partners (sold to Man Group). They run Nomad the same way Franklin ran Jarden — lean corporate centre, strong M&A bias, significant related-party advisory services. Franklin's holding has been roughly stable at 10.3M shares for four years; Gottesman trimmed from 12.8M to 10.1M as the float shrank through buybacks.

Dominic Brisby is the test case. He ran Flora Food Group (plant-based spreads) from late 2021 to late 2025 and spent 22 years at Imperial Brands with broad international operating roles. He has no frozen-food operating track record and zero Nomad shares at year-end 2025 (150k RSUs vest Nov 2026). His hiring is a bet on consumer-staples operating discipline rather than category expertise.

Ruben Baldew came from Accell Group (bicycles) where he was CFO through a sale, and spent 17 years earlier at Unilever — including its Ice Cream and Frozen Food Europe division, so he actually knows the category. He was granted $4.5M in joining RSUs vesting through 2027.

The CEO handover is meaningful. Brisby is new to frozen foods and to the Franklin/Gottesman operating model. Descheemaeker stayed on the board and keeps 900k unvested performance shares vesting 2026-2028 — implying continued involvement and continuity on key strategic calls.

What They Get Paid

Aggregate executive pay for fiscal 2025 was €10.0 million (up from €7.4M in 2024, but still below the €15.1M in 2023 that included special items). The company discloses aggregate figures only, as permitted for a foreign private issuer.

Former CEO Descheemaeker received a £850k base salary in 2025, a £14.4k car allowance, £135k of pension/benefits, and a £953k severance on exit. He keeps 900k unvested performance shares (300k each year, 2026/27/28).

New CEO Brisby is contracted at £800k base (~$1.0M), a 100-200% cash bonus opportunity, 300k RSUs per year under the 2025 EIP, a 150k one-time joining RSU that vests in Nov 2026 without performance conditions, and a £14.4k car allowance.

CFO Baldew is at £489k base, same 100-200% bonus structure, plus $4.5M in joining RSUs ($3.0M in 2024 + two $750k tranches), plus £390k of relocation costs in 2025.

Director fees rose meaningfully in 2025: non-executive directors now get $75k cash + $140k RSU (2024: $50k + $100k). Franklin and Gottesman continue to waive director fees — but the $4.0M/year advisory agreement pays their family offices instead.

Pay is conservative for the size of the company — Nomad spends roughly €10M on its entire executive team, well below the named-executive-officer totals peers disclose (CPB, CAG, SJM typically disclose $28-32M for their top five officers alone). Some of that is the foreign-private-issuer aggregate-only disclosure regime, but the total ceiling still looks disciplined.

Brisby's day-one package is modest for a large-cap staples CEO. At 300k RSUs per year (~$3.7M at current prices) plus GBP 800k salary plus bonus, his target total comp is well under $10M versus >$15M for peer CEOs.

Are They Aligned?

This is the most favourable part of the governance picture. Insiders own 18.4% of the company, the share count has been cut 18% in four years through opportunistic buybacks, and the two founders still hold ~14% between them.

The share count trajectory is the single cleanest alignment signal. Nomad retired roughly 32 million shares between 2021 and 2025 — about 18% of the base — while insiders held or trimmed in line with buybacks. Franklin's ownership percentage rose from 6.3% to 7.3% without any purchases, purely because management shrank the float. That is exactly the capital-allocation pattern the Franklin/Jarden playbook promises.

No Results

Under the Amended and Restated Advisory Services Agreement (2022), Mariposa Capital and TOMS Capital collect $4.0 million combined per year for "high-level strategic advice." Franklin and Gottesman simultaneously waive board fees, so the advisory fee is effectively their economic compensation. It is disclosed, capped, and renewable annually, but it is real cash leaving a public company to its founders' family offices.

A second related-party cluster is growing: Chubb UK&I and Chubb Spain (subsidiaries of APi Group, where Franklin, Lillie, and Ashken are directors) earned €4.7M of factory safety work in 2025 (vs €0.8M in 2024) with €4.7M more committed in 2026. Disclosed as arms-length, but the trajectory is worth monitoring.

Skin-in-the-game scorecard

No Results

Overall Skin-in-the-Game Score (1-10)

7/10. The founders are long-term aligned by dollar exposure and by their reputations for Jarden-style capital allocation. The offsets are the $4M advisory fee siphon and the fact that the new CEO has not yet put his own money into Nomad shares.

Board Quality

The board has ten directors today and will be twelve after Brisby and Dorman join formally. Under the company's own independence review, six of ten are independent (Ashken, Lillie, MacFarlane, Pilowsky, Parry, Stack). But "independent" is generous: Ashken, Lillie, Parry, and Stack all have Jarden/GLG/Franklin-network histories. True outsiders are Pilowsky, MacFarlane, and partially Parry.

No Results

AGM voting sanity check

July 2025 AGM results show shareholders are not dissenting materially, but Franklin, Ashken, and Baldew have the most pushback — a recurring tell in Franklin-vehicle companies where sophisticated investors split on the founder premium.

Baldew's 88.9% is weak for a sitting CFO and reflects investor discomfort with the size of his joining awards. Ashken's 91.1% reflects long tenure and his position as both Comp and N&CG Chair — the double-hat is unusual.

What is missing

Frozen-food operating expertise on the board. Only Baldew (via his earlier Unilever ice cream years) and Descheemaeker (former CEO) have operated in the category. The new CEO is also new to it.
True independence. Four of the six "independent" directors have pre-existing ties to Franklin's network or to GLG. Lead Independent Director Lillie has co-chaired APi Group with Franklin since 2019.
Gender balance. 2 of 10 (Parry, Stack). Below the European peer norm.
ESG specialist. Only Parry has a clear mandate; there is no dedicated committee.

Auditor PwC has served continuously since inception in 2014. Audit fees rose to EUR 9.6M in 2024 from EUR 8.7M in 2023 (ratified 97.5% in July 2025). Mr. Lillie is designated audit committee financial expert. The Audit Committee is the review body for related-party transactions — a cleaner process than some Franklin vehicles.

The Verdict

Final Governance Grade

Grade: B.

Strongest positives

Founders still own ~14% a decade in; insider group 18.4%. Share count cut 18% in four years through disciplined buybacks. Aggregate exec pay disciplined at ~EUR 10M for the whole team. AGM dissent low; auditor PwC continuous since 2014; clean related-party review process. Brisby/Baldew succession was planned and orderly.

Real concerns

$4M/year advisory fee to Franklin/Gottesman family offices is the economic substitute for founder comp — unusual and unnecessary given their existing stake. "Independence" is narrow: six of ten pass NYSE, but four of those six are Jarden/APi/GLG alumni, leaving MacFarlane, Pilowsky, and partially Parry as the only truly detached voices. New CEO Brisby has no frozen-food background and no existing Nomad shares; his success is the biggest governance variable for the next two years. Ian Ashken chairs both Compensation and Nominating committees — a concentration of power.

What would upgrade or downgrade

Upgrade to A- if (a) the Mariposa/TOMS advisory agreement is terminated or reduced to a nominal amount, (b) one more genuinely independent director with frozen-food operating experience is added, and (c) Brisby demonstrates the same capital-allocation discipline Franklin has historically backed.

Downgrade to C if (a) the advisory fee is raised, (b) the APi/Chubb related-party spend continues to scale without competitive-bid disclosure, or (c) the new CEO's comp is step-changed upward without matching insider share purchases.

Nomad's governance is not pristine, but it is legible. The tradeoff is explicit: you get Franklin-style capital allocation and the lowest exec pay ratio in the peer group, in exchange for a $4M annual advisory fee and a board weighted toward the founder's network. For shareholders who trust the Jarden playbook, the math has worked: share count has compounded downward while the business generated cash.