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.    )

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Turning Point Brands, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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March 15, 2022

To our Stockholders:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders of Turning Point Brands, Inc. (the “Company”) on Wednesday, April 27, 2022 at 11:00 a.m. eastern daylight time. The Annual Meeting will be a virtual meeting conducted solely online via live webcast communication. We believe a virtual meeting will enable increased stockholder attendance and participation since stockholders can participate from any location around the world. This means that you will be able to participate, including being permitted to ask questions at the Annual Meeting and vote during the Annual Meeting via live webcast by visiting https://www.turningpointbrands.com/investor-relations/financials/annual-meeting and selecting the link for the meeting. You will not be able to attend the Annual Meeting in person.

The official Notice of Annual Meeting, Proxy Statement and Proxy Card are enclosed with this letter.

Your vote is very important to the Board of Directors. Please take the time to read carefully each of the proposals for stockholder action described in the accompanying proxy materials. Whether or not you plan to virtually attend, you can ensure that your shares are represented at the meeting by promptly completing, signing and dating your proxy card and returning it in the enclosed postage-paid envelope. Stockholders of record can also vote by touch-tone telephone from the United States, using the toll-free number on the proxy card, or by the Internet, using the instructions on the proxy card. If you attend the meeting, you may revoke your proxy and vote your shares virtually at the meeting.

Directors, officers and other representatives of the Company will be available at the virtual Annual Meeting and they will be pleased to answer any questions you may have.

Your interest and participation in the affairs of the Company are greatly appreciated. Thank you for your continued support.

Sincerely,

/s/ Yavor Efremov

Yavor Efremov

President and Chief Executive Officer

TURNING POINT BRANDS, INC.

5201 Interchange Way

Louisville, Kentucky 40229

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD APRIL 27, 2022

To the Stockholders:

The Annual Meeting of Stockholders (the “Annual Meeting”) of Turning Point Brands, Inc. (the “Company”) will be a virtual meeting conducted solely online via live webcast communication on Wednesday, April 27, 2022 at 11:00 a.m. eastern daylight time.

At the Annual Meeting you will be asked to:

• elect nine directors to the Board of Directors, each for a term of one year;

• ratify the appointment of RSM US LLP as the Company’s independent auditors;

• approve, on an advisory basis, the frequency of future advisory votes to approve compensation of the Company’s named executive officers;

• approve, on an advisory basis, the compensation of the Company’s named executive officers; and

• transact such other business as may properly come before the meeting.

A Proxy Statement describing matters to be considered at the Annual Meeting is attached to this notice. Only stockholders of record at the close of business on March 4, 2022 are entitled to receive notice of and to vote at the meeting.

By Order of the Board of Directors,

/s/ Brittani N. Cushman

Brittani N. Cushman

General Counsel and Corporate Secretary

Louisville, Kentucky

March 15, 2022

IMPORTANT

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE SUBMIT YOUR VOTE USING ONE OF THE VOTING METHODS DESCRIBED IN THE ATTACHED MATERIALS. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES VIRTUALLY AT THE MEETING.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 27, 2022: Our Proxy Statement related to our 2022 Annual Meeting of Stockholders and our Annual Report on Form 10-K for the fiscal year ended on December 31, 2021 are available on our website at www.turningpointbrands.com in the Investor Relations section.

The Annual Meeting will be a completely virtual meeting of stockholders conducted exclusively by a live webcast. Stockholders may access the meeting by visiting https://www.turningpointbrands.com/investor-relations/financials/annual-meeting and selecting the link for the meeting. The Annual Meeting will begin promptly at 11:00 a.m. (EDT). We encourage you to access the meeting prior to the start time.

If you wish to submit a question for the Annual Meeting, you may type it into the dialog box provided at any point during the virtual Annual Meeting (until the floor is closed to questions). We will endeavor to answer as many stockholder-submitted questions as time permits that comply with the Annual Meeting rules of conduct which will be made available prior to the meeting as well as will be available virtually at https://www.turningpointbrands.com/investor-relations/financials/annual-meeting during the meeting. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

Table of Contents

SUMMARY OF MATTERS REQUIRING STOCKHOLDER ACTION	1
Proposal 1 – Election of Directors	1
Proposal 2 – Ratification of the Appointment of the Company’s Independent Auditors	2
Proposal 3 – Approval, on an Advisory Basis, of the Frequency of Advisory Votes to Approve Named Executive Officer Compensation (“Say on Frequency”)	2
Proposal 4 – Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”)	2
Other Matters	3
INFORMATION ABOUT PROXIES AND VOTING	4
Record Date and Voting Securities	4
Solicitation of Proxies	4
How to Vote	4
Changing Your Vote	5
No Dissenters’ Rights of Appraisal	5
OUR BOARD AND CORPORATE GOVERNANCE	6
Board of Directors	6
Director Biographies	6
Meetings of the Board of Directors	8
Corporate Governance	9
Committees of the Board	10
Consideration of Candidates for Director	12
Compensation of Directors	12
Code of Business Conduct and Ethics	13
Corporate Governance Guidelines	13
Hedging and Pledging Policy	13
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT	14
EXECUTIVE COMPENSATION	16
Summary Compensation Table	20
Grants of Plan-Based Awards Table	22
Outstanding Equity Awards at Fiscal Year-End	22
Equity Compensation Plan Information	25
AUDIT COMMITTEE REPORT	26
CERTAIN RELATIONSHIPS AND TRANSACTIONS	27
PRESENTATION OF PROPOSALS	28
Proposal 1 – Election of Directors	28
Proposal 2 – Ratification of Independent Auditors	29
Proposal 3 – Advisory vote on the Frequency of Future Advisory Votes to Approve Executive Compensation (“Say on Frequency”)	31
Proposal 4 – Advisory Vote to Approve Named Executive Compensation (“Say on Pay”)	32
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS	33
STOCKHOLDERS’ COMMUNICATIONS WITH THE BOARD	33
FORM 10-K	33
OTHER BUSINESS	34

TURNING POINT BRANDS, INC.

5201 Interchange Way

Louisville, Kentucky 40229

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD APRIL 27, 2022

This proxy statement, the accompanying proxy card and the Notice of Internet Availability of Proxy Materials are being furnished in connection with the solicitation of proxies by the board of directors (the “Board”) of Turning Point Brands, Inc., a Delaware corporation (the “Company”), to be voted at the Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournments thereof. In this proxy statement, references to the “Company,” “we,” “us” or “our” refer to Turning Point Brands, Inc.

The Notice of Annual Meeting, Proxy Statement and Form of Proxy are first being distributed and made available on or about March 15, 2022 to all stockholders entitled to vote at the Annual Meeting. This Proxy Statement and the enclosed Form of Proxy, the Notice of Annual Meeting of Stockholders, and the Company’s 2021 Annual Report are available on the Internet at https://www.turningpointbrands.com/investor-relations/financials/annual-meeting, on the Annual Meeting website.

The Annual Meeting will be held as a virtual meeting conducted solely online via live webcast communication on Wednesday, April 27, 2022 at 11:00 a.m. eastern daylight time. You can attend the meeting by going to https://www.turningpointbrands.com/investor-relations/financials/annual-meeting and selecting the link for the meeting.

Say-on-Pay Vote and Say-on-Pay Frequency Vote

As we are no longer an “emerging growth company” as defined under the JOBS Act, we will be holding our first non-binding stockholder advisory vote on the compensation of our named executive officers (a “Say-on-Pay vote”) at the Annual Meeting. In addition, we will be holding a non-binding stockholder advisory vote enabling our stockholders to indicate how frequently they believe we should seek a Say-on-Pay vote in the future (a “Say-on-Pay Frequency vote”). We value the opinions of our stockholders and the compensation committee and the board of directors will consider the outcome of future stockholder advisory votes, including the votes which will take place at the Annual Meeting, when it makes compensation decisions for the named executive officers. For additional information about the Say-on-Pay vote and the Say-on-Pay Frequency vote, see Proposal 3 and Proposal 4, respectively, below.

SUMMARY OF MATTERS REQUIRING STOCKHOLDER ACTION

Proposal 1—Election of Directors

The affirmative vote of a plurality of the votes entitled to be cast by the holders of the Company’s common stock present virtually or represented by proxy is required to elect each nominee. Election by a plurality means that the director nominee with the most votes for the available slot is elected for that slot. You may vote “FOR” each nominee or you may “WITHHOLD AUTHORITY” to vote for each nominee. Unless you “WITHHOLD AUTHORITY” to vote for a nominee, your proxy will be voted “FOR” the election of the individuals nominated as directors. A vote to “ABSTAIN” will not count as a vote “AGAINST” and therefore will have no effect with respect to the election of directors. This matter is considered non-routine and therefore a broker non-vote will have no effect on the outcome of this proposal.

The Board recommends that you vote “FOR” each of the nominees.

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Proposal 2—Ratification of the Appointment of the Company’s Independent Auditors

The proposal to ratify the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2022 will be approved if more shares present (virtually or by proxy) and entitled to vote at the Annual Meeting are voted “FOR” ratification than are voted “AGAINST” ratification. You may vote “FOR” or “AGAINST” ratification, or you may “ABSTAIN” from voting on this proposal. A vote to “ABSTAIN,” although counted for purposes of determining whether there is a quorum, will not be voted, and accordingly, a vote to “ABSTAIN” will have no effect on the outcome of this proposal.

The Board recommends that you vote “FOR” this proposal.

Proposal 3– Approval, on an Advisory Basis, of the Frequency of Advisory Votes to Approve Named Executive Officer Compensation (“Say on Frequency”)

We are holding a non-binding, advisory vote regarding the frequency at which we will conduct future advisory votes to approve executive compensation “Say on Pay” votes. Shareholders are not being asked to approve the Board’s recommendation of “every year”. Rather, Shareholders may indicate whether they would prefer Say on Pay votes to be held once every year, two years or three years, or if they wish, ABSTAIN from casting a vote on this proposal. The option that receives the most votes will be considered the option approved by shareholders. Because this vote is advisory and will not be binding on the Board or the Company, the Board may decide that it is in the best interests of our shareholders and the Company to hold Say on Pay votes more or less frequently than the option chosen by our shareholders. A vote to “ABSTAIN,” although counted for purposes of determining whether there is a quorum, will not be voted, and accordingly, a vote to “ABSTAIN” will have no effect on the outcome of this proposal. This matter is considered non-routine and therefore a broker non-vote will have no effect on the outcome of this proposal.

The Board recommends that you vote for the option of “EVERY YEAR” for this proposal.

Proposal 4 –Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”)

We are providing shareholders with the opportunity to cast an advisory, non-binding vote on the compensation of our named executive officers as disclosed in this proxy statement, in accordance with Section 14A of the Exchange Act. The proposal to approve named executive officer compensation will be approved if more shares present (virtually or by proxy) and entitled to vote at the Annual Meeting are voted “FOR” approval than are voted “AGAINST” approval. You may vote “FOR” or “AGAINST” approval, or you may “ABSTAIN” from voting on this proposal. A vote to “ABSTAIN,” although counted for purposes of determining whether there is a quorum, will not be voted, and accordingly, a vote to “ABSTAIN” will have no effect on the outcome of this proposal. This matter is considered non-routine and therefore a broker non-vote will have no effect on the outcome of this proposal.

The Board recommends that you vote “FOR” the approval of the compensation of the Company’s named executive officers, as disclosed in this proxy statement.

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Other Matters

As of the date of this proxy statement, the Board knows of no matters that will be presented for consideration at the Annual Meeting other than those matters discussed in this proxy statement. If any other matters should properly come before the Annual Meeting and call for a vote of stockholders, validly executed proxies in the enclosed form returned to us will be voted in accordance with the recommendation of the Board, or, in the absence of such a recommendation, in accordance with the judgment of the proxy holders on such matters. Any such additional matter will be approved if more shares present (virtually or by proxy) and entitled to vote at the Annual Meeting are voted in favor of such matter than are voted against unless a different standard is required under law or the rules of the New York Stock Exchange (“NYSE”).

	Proposal	Affirmative Vote Required for Approval	Broker Discretionary Voting Allowed?	Board Recommendation
1.	Election of Directors	Affirmative vote of a plurality of the votes entitled to be cast	No	FOR each Nominee
2.	Ratification of the Appointment of the Company’s Independent Auditors	Majority of shares represented at the meeting virtually or by proxy and entitled to vote	Yes	FOR
3.	Approval, on an Advisory Basis, of the Frequency of Advisory Votes to Approve Named Executive Officer Compensation	Majority of shares represented at the meeting virtually or by proxy and entitled to vote	No	EVERY YEAR
4.	Advisory Vote to Approve Named Executive Officer Compensation	Majority of shares represented at the meeting virtually or by proxy and entitled to vote	No	FOR

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INFORMATION ABOUT PROXIES AND VOTING

Record Date and Voting Securities

The Board has fixed the record date (the “Record Date”) for the Annual Meeting as the close of business on March 4, 2022. Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting and at any adjournment or postponement thereof. At the close of business on the Record Date, there were 18,268,940 shares of common stock outstanding, each of which is entitled to one vote per share on all matters to be considered at the Annual Meeting.

The presence virtually or by proxy of the holders of a majority of the outstanding shares of common stock will constitute a quorum for the transaction of business at the Annual Meeting. Shares of common stock represented by properly executed proxies received before the close of voting at the Annual Meeting will be voted as directed by such stockholders, unless revoked as described below.

Solicitation of Proxies

The entire cost of soliciting proxies on behalf of the Board will be borne by us. In addition to solicitation by mail, proxies may be solicited personally, by telephone or other means by our directors, officers or employees, who receive no additional compensation for these solicitation activities. We will, upon request, reimburse brokerage houses and persons holding common stock in the names of their nominees for their reasonable out-of-pocket expenses in sending materials to their principals.

How to Vote

Stockholders of Record

If you are a stockholder and your shares are registered directly in your name with our stock transfer agent, EQ Shareowner Services, you are considered the “stockholder of record” of those shares. If you are a stockholder of record, you can give a proxy to be voted at the meeting:

» over the telephone by calling a toll-free number (1-800-690-6903);

» online (www.proxyvote.com); or

» by completing, signing, dating, and mailing the enclosed proxy card in the envelope provided.

Even if you plan to attend the meeting, we encourage you to submit a proxy. If you do give a proxy, we must receive it by 11:59 p.m., eastern daylight time, on April 26, 2022, or your vote will not be recorded. If you prefer, you may instead vote virtually at the meeting by going to https://www.turningpointbrands.com/investor-relations/financials/annual-meeting and select the link for the meeting.

The telephone and online voting procedures have been set up for your convenience and are designed to authenticate your identity, enable you to give voting instructions, and confirm that those instructions are recorded properly. If you are a stockholder of record and you would like to vote by telephone or online, please refer to the instructions set forth on the enclosed proxy card.

By giving your proxy, you authorize the individuals named on the proxy card to vote your shares in accordance with your instructions. These individuals will also have the obligation and authority to vote your shares as they see fit on any other matter properly presented for a vote at the Annual Meeting. If for any reason a director nominee is not available to serve, the individuals named as proxy holders may vote your shares at the Annual Meeting for another nominee. The proxy holders for this year’s Annual Meeting are Brittani Cushman, Luis Reformina and Brian Wigginton.

If you are a stockholder of record and you sign and return your proxy card (or give your proxy by telephone or online) without specifying how you want your shares to be voted with respect to any of the four proposals, our proxy holders will vote your shares “FOR” the election of each of the nominees to the Board, “FOR” the ratification of the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2022, for holding a Say-on-Pay vote “EVERY YEAR” and “FOR” approval of the compensation of the Company’s named executive officers. With respect to any other matter that properly comes before the Annual Meeting, the proxy holders will vote your shares as recommended by the Board or, if no recommendation is given, using their own discretion.

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“Street Name” Stockholders

If your shares are held in a stock brokerage account or by a bank (known as holding shares in “street name”), you have the right to instruct your broker or bank how to vote your shares, and the broker or bank is required to vote in accordance with your instructions. To provide those instructions by mail, please complete, sign, date, and return your voting instruction card in the postage-paid envelope provided by your broker or bank. Alternatively, if the broker or bank that holds your shares offers online or telephone voting, you will receive information from your broker or bank about how to submit your voting instructions by those methods. You may also vote virtually at the meeting, but only if you obtain a “legal proxy” from the broker or bank that holds your shares.

If you are a street name stockholder and you do not instruct your broker or bank how to vote, your broker or bank is not permitted to vote your shares on non-routine matters including the election of directors (known as a “broker non-vote”), the say-on-pay frequency vote and the say-on-pay advisory vote. Broker non-votes will count for purposes of determining if a quorum is present but will have no effect on the outcome of the election of directors, the say-on-pay frequency vote or and the say-on-pay advisory vote. Your broker will, however, have discretionary authority to vote your shares on routine matters. The only routine matter presented at the meeting is the ratification of the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2022.

Changing Your Vote

If you are a stockholder of record, you may change your vote pursuant to the rules of the NYSE by submitting another proxy by telephone or online, by mailing another properly signed proxy card bearing a later date than your original one, or by attending the Annual Meeting and casting your vote virtually at the meeting. You also may revoke a proxy that you previously provided by delivering timely written notice of revocation of your proxy to our Corporate Secretary at 5201 Interchange Way, Louisville, Kentucky 40229.

If you hold your shares in street name and you wish to change or revoke your voting instructions, you will need to follow the instructions in the materials your broker or bank provided to you.

No Dissenters’ Rights of Appraisal

None of Delaware law (the state of incorporation of Turning Point Brands, Inc.), our certificate of incorporation, as amended, or our bylaws, as amended, provides for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at the Annual Meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their share.

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OUR BOARD AND CORPORATE GOVERNANCE

Board of Directors

In accordance with our certificate of incorporation and by-laws, the number of directors on the Board is determined from time to time by vote of the Board.

Until July 2021 our Board consisted of eight directors. In July 2021, upon the recommendation of the Nominating and ESG Committee, the Board increased its size from eight to nine members and elected Yavor Efremov to fill the new seat. Upon the recommendation of the Nominating and ESG Committee, the Board also determined that Mr. Efemov will be nominated for election as a director at the Annual Meeting along with the remainder of our current Board members.

Director Biographies

David Glazek. David Glazek has served as a director of our company since November 2012 and as Chairman of the Board since 2019. Mr. Glazek is a Partner and Portfolio Manager of Standard General L.P. (“Standard General”) and has been with Standard General since 2008. He was formerly an investment banker at Lazard Frères & Co. from 2000 to 2003 and from 2006 to 2008. Mr. Glazek holds a Bachelor of Arts from the University of Michigan and a J.D. from Columbia Law School. Mr. Glazek currently serves as a director of Workers Benefit Consortium, LLC and National Cinemedia, Inc. (NYSE: NCMI) and is an Adjunct Professor at Columbia Business School.

We believe Mr. Glazek is well-qualified to serve as a director of our company because of his significant finance and private equity experience, along with his governance expertise, which provide depth to the Board’s analysis of financing and strategic considerations.

Yavor Efremov. Yavor Efremov has served as our President and CEO since January 2022 and as a director of our company since July 2021. He currently serves on the board of MDH Acquisition Corp. From April 2019 to November 2019, Mr. Efremov was the CEO of Motorsport Network, a global company with 630 employees, and was responsible for restructuring the company, hiring a management team, developing a vision for the company and executing on that vision. Prior to Motorsport Network, he spent 5 years at Liberty Media as SVP, Corporate Development. Prior to that, Mr. Efremov spent 8 years in the Technology, Media and Telecom group of Goldman, Sachs & Co. in New York and, prior to that, he was an M&A lawyer with Cleary, Gottlieb, Steen & Hamilton for 5 years, also in New York. Mr. Efremov holds a J.D. from the Yale Law School, a Ph.D. in Economics from Yale, B.S. (Mathematics) and B.A. (Economics) from Furman University.

We believe Mr. Efremov is well-qualified to serve as a director of our company because of his prior experience as a chief executive officer and other senior management experience, as well as his corporate leadership and his experience with corporate investments, mergers and acquisitions. In addition, as Chief Executive Officer, Mr. Efremov provides valuable insight to the Board on our day-to-day operations.

Gregory H. A. Baxter. Gregory H. A. Baxter has served as a director of our company since April 2006. In 2015, Mr. Baxter was elected as a director of Standard Diversified Inc. (“SDI”) and served as Executive Chairman of the Board and Interim CEO of SDI until 2020. Mr. Baxter has been an independent corporate finance consultant primarily for middle-market corporations and closely-held businesses since 2005. Previously, from 2003 to 2005, he was Managing Director and Head, Hedge Fund Sales and Marketing at Diaz & Altschul Capital Management, where his primary focus was bringing its investment products to prospective corporate and institutional clients. He was also a member of the Investment Committee. Immediately before joining Diaz & Altschul, he was Managing Director and Head of Generalist/Cross-Border Mergers & Acquisitions at SG Cowen Securities Corporation, the U.S. investment bank of French bank, Société Générale from 2000 to 2002. There, he re-established the cross-border effort and worked globally in industries such as food, retail, consumer products, transportation and oil and gas. He was also a member of the SG Cowen Fairness Opinion Review Committee. Before SG Cowen, he was at Rothschild Inc. for almost six years, from 1994 to 2000, where he specialized in advising on industrial/engineering companies, including automotive, domestic and cross-border mergers, acquisitions and divestitures. He was also a founding member of SW Capital, an M&A boutique that specialized in middle-market transactions for Fortune 500 companies. Before that, he was a Vice President of Irving Trust Company’s Corporate Financial Counseling Department, providing M&A and other corporate finance advice to the bank’s clients. Mr. Baxter holds a Bachelor of Arts from the University of Victoria in Canada and a Master of Business Administration from the Ivey Business School in London, Canada.

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We believe Mr. Baxter is well-qualified to serve as a director of our company because of his significant experience as a financial consultant and his experience with corporate investments, mergers and acquisitions.

H. C. Charles Diao. H. C. Charles Diao has served as a director of our company since November 2012. Mr. Diao is Managing Director at Diao & Co. LLC which provides advisory services and manages his family’s investments. Until July 2021, Mr. Diao served as Senior Vice President of Finance, Corporate Development and Corporate Treasurer of DXC Technology Company, and previously Vice President and Corporate Treasurer of its predecessor, Computer Science Corp since 2012, with responsibility for and management of global treasury operations, corporate finance and capital markets, corporate development and M&A, pension plans and risk management/insurance. From 2008 to 2012, Mr. Diao was Managing Director and founder of Diao & Co., LLC, a firm that provided M&A and financial advisory services to corporate clients, and the Chief Investment Officer of Diao Capital Management LLC, an affiliate that managed alternative investments on behalf of institutional family offices. Until 2008, Mr. Diao was formerly a Senior Managing Director at Bear Stearns where he was the Group Head for Special Situations Credit, a partner within the firm’s TMT investment banking practice and a member of the firm’s Investment Banking Committee and IPO Committee. Mr. Diao served as a member of the board of directors of Media General Inc. (NYSE: MEG), the successor via merger to New Young Broadcasting Holdings Inc., from 2012 until 2017. He was Chairman of its Nominating and Governance Committee and a member of its Audit and Finance Committees. Since 2022, Mr. Diao also serves as a member of the board of directors at Griffon Corporation (NYSE: GFF) and serves on its Finance Committee. He holds a B.S.E. from Princeton University and a Master of Business Administration from Harvard Business School.

We believe Mr. Diao is well-qualified to serve as a director of our company because of his prior directorships and senior management experience, as well as his corporate leadership, financial and operational management experience.

Ashley Davis Frushone. Ashley Davis Frushone has served as a director of our company since September 2018. Ms. Davis is a founding partner of West Front Strategies LLC, established in January 2015. West Front Strategies LLC is a government relations firm that services clients in the education, financial services, transportation, tax, technology, international trade, energy, homeland security, healthcare, arts, and philanthropy sectors. From 2003 to 2014, Ms. Davis was the Managing Principal at Blank Rome Government Relations, a subsidiary of Blank Rome LLP, a government relations business. Prior to Blank Rome, Ms. Davis worked at the White House as Special Assistant to the Director of Homeland Security and as Deputy Director of Management and Administration from 2001 to 2003. From 1999 to 2000, Ms. Davis served in various roles during the Bush/Cheney presidential campaign. From 1997 to 2000, Ms. Davis was a Senior Associate at Greenelee Partners, a government affairs firm. Ms. Davis holds a Bachelor of Arts from Westminster College, where she also serves on the Board of Trustees, and a Master of International Business from Esade Business School in Spain, the McDonough School of Business at Georgetown University, and Fundação Getulio Varga in Brazil.

We believe Ms. Davis is well-qualified to serve as a director of our company because of her extensive experience in government relations work, both in and outside of the industry.

Assia Grazioli-Venier. Ms. Grazioli-Venier has been a director of our company since March 2021. Ms. Grazioli-Venier is a founding partner of Muse Capital, established in 2016. Muse Capital is a seed-stage consumer fund, focused on investments in the future of motherhood/parenting, online education, telehealth and wellness, fintech, media and entertainment ventures. From 2006 to 2008, Ms. Grazioli-Venier served as Creator and Head of TV, Radio & Digital for Ministry of Sound, one of the leading music brands/record labels in Europe, which later sold to Warner Music. In 2010, she joined Spotify, where she advised on global strategic initiatives and business expansion efforts for over five years. Ms. Grazioli-Venier has served on a number of Boards in both the for-profit and non-profit sectors, including Northzone, one of Europe’s leading technology investment partnerships whose portfolio includes Spotify and Kahoot; the Sports Leadership Board, a women’s leadership board composed of female executives from the sports, media, and technology industries; the publicly-listed Juventus Football Club (JUVE.MI) since 2012, where she is the first female and youngest board member to serve in such a role in the 120-year history of the club; the Marquee Raine Acquisition Corp SPAC, which focuses on acquisitions in the sports and entertainment space; AllRaise, which focuses on economic empowerment; and Impact46, an innovative social impact firm. Ms. Grazioli-Venier holds a Bachelor of Arts with Honors from Barnard College and completed the London Business School’s Emerging Leaders Programme.

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We believe Ms. Grazioli-Venier is well-qualified to serve as a director of our company because of her extensive experience in marketing and innovation in consumer brands, coupled with her background in strategic investments and partnerships and focus on diversity and social impacts.

Stephen Usher. Mr. Usher has been a director of our company since March 2021. Mr. Usher is a Managing Director and Head of Distribution at Lafayette Square overseeing the business development activities across all the firm’s investment products. Prior to joining Lafayette, Mr. Usher was a partner at Standard General, an investment firm that manages event driven opportunity funds where he managed the firm’s business development activity and served as a member of the firm’s investment committee. He was formerly a Founding Partner of Serengeti Asset Management. Mr. Usher worked at Goldman Sachs (“Goldman”) from 1996 to 2005, during which time he built out Goldman’s European bank loan sales and sourcing effort in London and worked for Goldman’s distressed bank loan and bond sales and trading group in New York. He began his career at Citibank’s leveraged loan sales group. Mr. Usher currently serves on the Board of Directors of Mount Logan Capital (MLC.NE). He has served on several not-for-profit boards and is currently a member of the Board of Directors of The Harlem School of the Arts and is an Advisor to the Investment Committee for the California Endowment. He holds a Bachelor of Arts from Wesleyan University in Middletown, CT, where he is currently a member of the President’s Council.

We believe Mr. Usher is well-qualified to serve as director of our company because of his extensive experience in business development, which will help the Company with strategic decisions and decision making.

Lawrence S. Wexler. Mr. Wexler previously served as our President and CEO from June 2009 until his retirement in January 2022, and as President and Chief Operating Officer of North Atlantic Trading Company, Inc. (“NATC”), our primary operating subsidiary, since June 2006. Before June 2006, Mr. Wexler had been the Chief Operating Officer of NATC since June 2005, and before that, the President and Chief Operating Officer of one of our other subsidiaries beginning December 2003. Mr. Wexler was a consultant to a number of emerging marketing, communication and financial companies, advising them on financial, marketing and strategic matters, at times in an operating role from 1998 to 2003. From 1977 to 1998, he was employed by Philip Morris, USA in various positions in the Sales, Marketing and Finance Departments. As Group Director, Discount Brands, his group introduced the Basic and Alpine brands. He served as Senior Vice President of Marketing from 1992 to 1993 and Senior Vice President Finance, Planning and Information Services from 1993 until his departure in 1998. Mr. Wexler also serves as a strategic advisor to The Velour Group LLC, a Michigan-based boutique private equity firm engaged in the hands-on incubation of startups, including consumer goods, nutraceuticals, and cannabis. Mr. Wexler remains on the board of the Tobacco Merchants’ Association as Director Emeritus. Mr. Wexler holds a Bachelor of Science in administrative science from Yale and a Master of Business Administration from Stanford.

We believe Mr. Wexler is well-qualified to continue to serve as a director of our company because of his many years of experience at our company and his prior leadership positions at other companies, both within and outside of our industry. In addition, as former Chief Executive Officer, Mr. Wexler provides valuable insight to the Board on our strategic direction.

Arnold Zimmerman. Arnold Zimmerman has served as a director of our company since January 2013. Since 2007, he has been President of Catchers Mitt LLC, a marketing consulting company focused on personal care products. From 2002 to 2007, Mr. Zimmerman was the Chairman and CEO of 291 Digital LLC, a graphics imaging and printing company, and from 1999 to 2002 he was Chairman, President and CEO of AM Products Company. He has also held senior executive positions at Revlon-North America and the L’Oreal Retail Hair Products Division from 1967 to 1992. Mr. Zimmerman holds a Bachelor of Arts from the University of Miami.

We believe Mr. Zimmerman is well-qualified to serve as a director of our company because of his significant directorship experience and experiences leading a number of consumer product companies.

Meetings of the Board of Directors

The Board met on ten occasions during our fiscal year ended December 31, 2021, and each incumbent director attended all meetings of the Board and its committees on which such director served during the director’s period of service. Each member of the Board attended the Company’s 2021 annual meeting of stockholders, and the Company expects all members of the Board to attend the Annual Meeting. Four regular Board meetings are currently scheduled for the fiscal year 2022. Executive sessions of non-employee directors,

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without management directors or employees present, are typically scheduled in conjunction with each regularly scheduled Board meeting. Mr. Glazek, the Chairman of the Board, presides over these sessions. During 2021, there were no executive sessions.

Corporate Governance

Board Leadership Structure

Our Board oversees the management of our company, reviews our long-term strategic plans and exercises direct decision-making authority in key areas such as choosing the Chief Executive Officer, setting the scope of such officer’s authority to manage our business day to day, and evaluating his or her performance. David Glazek currently serves as Chairman of the Board.

Our Board believes that there is no single organizational model that would be most effective in all circumstances and that it is in the best interests of the Company and its stockholders for the Board to retain the authority to modify its leadership structure to best address the Company’s circumstances from time to time. The Board believes that the most effective leadership structure for the Company at the present time is to maintain the separate positions of Chairman and Chief Executive Officer. Separating these positions allows the Chief Executive Officer to focus on the full-time job of running the Company’s business, while allowing the Chairman to lead the Board in its fundamental role of providing advice to and independent oversight of management. The Board believes this structure recognizes the time, effort, and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as the Company’s Chairman, particularly as the Board’s oversight responsibilities continue to grow and demand more time and attention. The Board also believes that separating the Chairman and Chief Executive Officer positions provides enhanced independent leadership and oversight for the Company and the Board.

Because Mr. Glazek has been determined to be an “independent director” under NYSE Rules, we do not currently have a Lead Independent Director in accordance with our corporate governance guidelines which may be found on our website, https://www.turningpointbrands.com/investor-relations/governance/.

In addition to the role that the Chairman has with regard to the Board, the chair of each of the three independent key committees of the Board (Audit Committee, Compensation Committee and Nominating and Environmental, Social and Governance (“ESG”) Committee) and each individual director is responsible for helping to ensure that meeting agendas are appropriate and that sufficient time and information are available to address issues that the directors believe are significant and warrant their attention. Each director has the opportunity and ability to request agenda items, information and additional meetings of the Board or of the independent directors.

Each director is to hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Vacancies and newly created directorships on the Board may be filled at any time by vote of the remaining directors.

Under our certificate of incorporation, for so long as we or one of our subsidiaries is party to certain distribution agreements with Republic Technology International SAS (“RTI”), no person who is an RTI competitor (as defined in our certificate of incorporation) or who is an officer, director or representative of a RTI competitor or any entity that owns more than a 20% equity interest in a RTI competitor will be entitled to serve on the Board. We may require that any director or nominee for director certify that he or she is not disqualified from service on the Board pursuant to these provisions, and the Board is authorized to make such reasonable determinations as shall be necessary to implement the above limitation.

Risk Oversight

The Board is ultimately responsible for overseeing the Company’s risk management strategies, including the Company’s implementation of appropriate processes to administer day-to-day risk management. The Board is informed about risk management matters as part of its role in the general oversight and approval of corporate matters. The Board gives guidance to the Company’s management on the risks it believes the Company faces, such as the matters disclosed as risk factors in the Company’s Annual Report on Form 10-K. The Board also receives regular updates on information technology risks. The Company’s information security programs are also subject to regular external audits. Furthermore, the Board has delegated certain risk management responsibilities to its Audit and Compensation Committees.

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Through the Audit Committee’s charter, the Board has authorized the Audit Committee to oversee the Company’s risk assessment and risk management policies. The Audit Committee, in fulfilling its oversight responsibilities, regularly and comprehensively (i) reviews and discusses with management and the independent auditor any significant risks or exposures and assesses the steps management has taken to minimize such risks, (ii) discusses with management and the independent auditor, and oversees the Company’s underlying policies with respect to risk assessment and risk management, and (iii) reviews and discusses with the independent auditor any significant risks identified during the auditor’s risk assessment procedures.

Through the Compensation Committee’s charter, the Board has authorized it to oversee officer compensation programs. The Compensation Committee, in fulfilling its oversight responsibilities, designs the compensation packages applicable to the Company’s executive officers. The Compensation Committee also consults with management on the payments of bonuses and grants of equity awards to key employees.

The Audit Committee and the Compensation Committee jointly perform an annual risk assessment of our compensation programs for all employees to determine whether these programs encourage unnecessary or excessive risk taking. In conducting this review, each of our compensation programs is evaluated on a number of criteria aimed at identifying any incentive programs that deviate from our risk management objectives. Based on this review in 2021, the committees concluded that we have the right combination of rewards and incentives to drive company performance, without encouraging unnecessary or excessive risk taking by our employees.

The Board’s oversight roles, including the roles of the Audit Committee and the Compensation Committee, combined with the leadership structure of the Board, allow the Board to effectively administer risk management policies while also effectively and efficiently addressing Company objectives.

Director Independence

Our Board has determined that under NYSE Rules, Mr. Diao, Mr. Glazek, Ms. Davis, Ms. Grazioli-Venier, Mr. Usher and Mr. Zimmerman are “independent directors” as determined under applicable NYSE and SEC rules and the Company’s Corporate Governance guidelines. The Board believes that these directors are also “independent” as that term is defined in the Exchange Act and the rules thereunder. In determining Mr. Glazek’s independence for both Board and Compensation Committee purposes, the Board considered that Mr. Glazek is a partner at Standard General.

Committees of the Board

Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and ESG Committee. Under the rules of NYSE, the membership of the Audit Committee is required to consist entirely of independent directors based on enhanced criterion for Audit Committee member independence under NYSE and SEC rules. In addition, under applicable NYSE and SEC rules our Compensation Committee and Nominating and ESG Committee are required to consist entirely of independent directors.

The Board also forms special committees and subcommittees from time to time.

The following is a brief description of our standing Board committees.

Audit Committee

During 2021, our Audit Committee was composed of Mr. Diao, Ms. Davis, Ms. Grazioli-Venier, Mr. Zimmerman and Mr. Efremov. Mr. Efremov stepped off of the Audit Committee on December 16, 2021 at the time his appointment as President and Chief Executive Officer was announced. Each of the committee’s current members and the members of the committee during 2021 satisfies or satisfied, as applicable, the financial literacy requirements under the applicable rules and regulations of the SEC and listing standards of the NYSE. Mr. Diao serves as chair of the Audit Committee. The Board has determined that Mr. Diao qualifies as an “audit committee financial expert” as such term is defined under applicable rules of the SEC. The Audit Committee also satisfies (and in 2021 satisfied) the member independence and other requirements under current NYSE listing standards and SEC rules. Our Audit Committee, among other things, is responsible for:

• selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

• the quality and integrity of our financial statements, our financial reporting process and our systems of internal accounting and financial records;

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• helping to ensure the independence and performance of the independent registered public accounting firm;

• discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end results of operations;

• developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

• reviewing our policies on risk assessment and risk management;

• the performance of our internal audit function;

• reviewing related party transactions; and

• approving or, as required, pre-approving, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Our Audit Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the NYSE. Our Audit Committee charter may be found at our website, www.turningpointbrands.com, in the “Investor Relations” section. The Audit Committee met four times during 2021.

Compensation Committee

In 2021, our Compensation Committee was composed of Mr. Glazek, Mr. Usher and Mr. Zimmerman. Mr. Glazek serves as the chair of the Compensation Committee. Each of the current members of the Compensation Committee, as well as the members of the committee during 2021 satisfies or satisfied, as applicable, the member independence requirements under current NYSE listing standards and SEC rules. Our Compensation Committee, among other things, is responsible for:

• reviewing, approving and determining, or making recommendations to our Board regarding, the compensation of our executive officers;

• administering our equity compensation plans;

• reviewing, approving and making recommendations to our Board regarding incentive compensation and equity compensation plans; and

• establishing and reviewing general policies relating to compensation and benefits of our employees.

Our Compensation Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the NYSE. Our Compensation Committee charter may be found at our website, www.turningpointbrands.com, in the “Investor Relations” section. The Compensation Committee met two times during 2021 and acted by unanimous written consent four times.

Nominating and ESG Committee

Our Nominating and ESG Committee is composed of Ms. Davis, Mr. Diao and Mr. Glazek. Ms. Davis serves as the Nominating and ESG Committee chair. The Nominating and ESG Committee satisfies the member independence requirements under current NYSE listing standards and SEC rules. Our Nominating and ESG Committee is, among other things, responsible for:

• identifying, evaluating and selecting, or making recommendations to our Board regarding, nominees for election to our Board and its committees;

• evaluating the performance of our Board and of individual directors;

• considering and making recommendations to our Board regarding the composition of our Board and its committees;

• reviewing developments in corporate governance practices;

• reviewing and recommending to the Board for approval any changes in the compensation of directors;

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• evaluating the adequacy of our corporate governance practices and reporting;

• developing and making recommendations to our Board regarding corporate governance guidelines and matters; and

• overseeing environmental and social matters as they pertain to the Company’s business and long-term strategy.

Our Nominating and ESG Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the NYSE. Our Nominating and ESG Committee charter may be found at our website, www.turningpointbrands.com, in the “Investor Relations” section. The Nominating and ESG Committee met one time during 2021 and acted by unanimous written consent one time.

Consideration of Candidates for Director

The Nominating and ESG Committee may identify potential candidates for first-time nomination as a director using a variety of sources, including recommendations from current Board members, our management, stockholders or contacts in communities served by the Company, or by conducting a formal search using an outside search firm selected and engaged by the Nominating and ESG Committee.

Any stockholder wishing to submit a candidate for consideration should send the Corporate Secretary, at 5201 Interchange Way, Louisville, Kentucky 40229, the information detailed in Section 1.4 of our bylaws, which includes, among other items, the name of the candidate, age, contact information, present principal occupation or employment, qualifications and skills, background, last five years’ employment and business experience, a description of current or previous service as director of any corporation or organization, other relevant biographical information, the nominee’s consent to service on the Board, and all other information relating to such person as would be required to be disclosed in solicitations of proxies under Regulation 14A of the Exchange Act as well as any other information required under the Company’s bylaws. A stockholder nominee will be requested to complete a detailed questionnaire in the form that current directors and officers complete.

The Nominating and ESG Committee seeks to achieve a balance of knowledge, experience, diversity and capability on the Board, and in assessing nominees, considers such factors as it deems in the best interest of the Company and its stockholders. Though diversity is not defined in the Corporate Governance Guidelines or in the Nominating and ESG Committee’s charter, each of which can be found at our website, www.turningpointbrands.com, in the “Investor Relations” section, diversity is broadly interpreted by the Board to include viewpoints, background, experience, industry knowledge and geography, as well as more traditional characteristics of diversity, such as race and gender. The manner in which the Nominating and ESG Committee evaluates a potential nominee will not differ based on whether the nominee is recommended by a stockholder of the Company.

Oversight of Environmental, Social and Governance

The Nominating and ESG Committee oversees the environmental and social matters as they pertain to the Company’s business and long-term strategy and identifies and brings to the attention of the Board current and emerging trends and issues impacting the business operations, performance and public image of the Company. The Nominating and ESG Committee meets regularly with a designated employee to oversee Company strategy and implementation of efforts related to environmental, social and governance factors. Further information related to the Company’s ESG programs can be found at our website, www.turningpointbrands.com, in the “ESG” section.

Compensation of Directors

As described more fully below, the following table summarizes the total compensation earned for fiscal year 2021 for each of the non-employee directors.

During 2021, our non-employee directors (other than Mr. Glazek) received an annual cash retainer of $80,000 and RSUs valued at $70,000 which vest one year from the grant date, for each director serving on the board, with the exception of those serving on the Audit Committee. Audit Committee members received a $90,000 annual cash retainer ($112,500 for the Audit Committee Chairman) and RSUs valued at $60,000 ($37,500 for the Audit Committee Chairman) which vest one year from the grant date. No meeting fees are paid

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separately. Mr. Glazek, our Board Chairman, is not paid any cash or equity retainer. Employees of ours on our Board do not receive cash compensation for service on our Board. During 2021, Mr. Efremov was not an employee or officer of the Company and therefore received compensation for his services as a director in respect of 2021. Mr. Efremov is not receiving any separate fees for his service as a director during 2022.

The following table summarizes information about director compensation for the year ended December 31, 2021. Mr. Wexler was compensated as an officer and, therefore, did not receive any compensation for service on the Board in 2021. Mr. Glazek did not receive any compensation from us for serving on the Board in 2021.

Name	Fees earned or paid in cash ($)	Fees earned or paid in RSUs ($)	Total ($)
Gregory H. A. Baxter(1)	80,000	70,000	150,000
H. C. Charles Diao(2)	112,500	37,500	150,000
Yavor Efremov(3)	45,000	60,000	105,000
Ashley D. Frushone(4)	90,000	60,000	150,000
Assia Grazioli-Venier(5)	67,500	60,000	127,500
Peggy H. Hebard(6)	22,500	—	22,500
Stephen Usher(7)	60,000	70,000	130,000
Arnold Zimmerman(8)	90,000	60,000	150,000

(1)
Mr. Baxter received $80,000 cash and 1,464 RSUs valued at $70,000, composed of Board member fees.

(2)
Mr. Diao received $112,500 cash and 785 RSUs valued at $37,500, composed of Board member fees and Audit Committee chair fees.

(3)
Mr. Efremov received $45,000 cash and 1,159 RSUs valued at $60,000, composed of Board member fees and Audit Committee fees.

(4)
Ms. Davis received $90,000 cash and 1,255 RSUs valued at $60,000, composed of Board member fees and Audit Committee fees.

(5)
Ms. Venier received $67,500 cash and 1,255 RSUs valued at $60,000, composed of Board member fees and Audit Committee fees.

(6)
Ms. Hebard received $22,500 cash, composed of Board member fees and Audit Committee fees. Ms. Hebard stepped down from the Board in March 2021.

(7)
Mr. Usher received $60,000 cash and 1,464 RSUs valued at $70,000, composed of Board member fees.

(8)
Mr. Zimmerman received $90,000 cash and 1,255 RSUs valued at $60,000, composed of Board member fees and Audit Committee fees.

Code of Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics that applies to all of our directors and employees, including our executive officers. A copy of the Code of Business Conduct and Ethics is available on our website at www.turningpointbrands.com in the “Investor Relations” section. We intend to disclose on our website any amendments to our Code of Business Conduct and Ethics, or waivers of its requirements that apply to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions.

Corporate Governance Guidelines

Our Board has adopted corporate governance guidelines that serve as a flexible framework within which our Board and its committees operate. These guidelines cover a number of areas including, the size and composition of the Board, Board membership criteria and director qualifications, director responsibilities, meetings of independent directors, committee responsibilities and assignments, Board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines is available on our website at www.turningpointbrands.com in the “Investor Relations” section.

Hedging and Pledging Policy

The Company’s Securities Trading Policy prohibits insiders (as defined in the policy) from pledging securities issued by the Company as collateral for a loan without the consent of the chairman of the Audit Committee. In addition, the Securities Trading Policy prohibits insiders from purchasing the Company’s common stock on margin, short-selling the Company’s common stock, or buying or selling put and call options on the Company’s common stock.

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SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

The tables below set forth certain information regarding the beneficial ownership of our common stock by:

• Each person or entity known to us who beneficially owns five percent or more of the common stock;

• Each of our directors and named executive officers; and

• All of our directors and executive officers as a group.

Other than with respect to the common stock beneficially owned by beneficial owners of more than 5% of our issued and outstanding common stock, the table below states beneficial ownership as of March 4, 2022. The amounts and percentages of common stock beneficially owned are reported on the basis of the regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities. Included in the amount of common stock beneficially owned are shares of common stock subject to exercisable options or options that will become exercisable within 60 days of March 4, 2022. The calculation of percent owned by each person assumes that all vested options or options vesting within 60 days of March 4, 2022, if any, held by such person have been exercised. The calculation of percent owned by all directors and executive officers as a group assumes that all vested options beneficially held by them have been exercised.

Turning Point Brands, Inc.

Name of Beneficial Holder(1)	Position or Title of Beneficial Holder	Shares Beneficially Owned	Percentage of Share Beneficially Owned
Standard General L.P.(2)(3)	Principal Stockholder	2,344,280	12.8%
Thrivent Financial for Lutherans(4)	Principal Stockholder	1,539,553	8.4%
Lord, Abbet & Co. LLC(5)	Principal Stockholder	1,093,853	6.0%
BlackRock, Inc.(6)	Principal Stockholder	981,476	5.4%
ETF Managers Group LLC(7)	Principal Stockholder	915,335	5.0%
Yavor Efremov(8)	President & Chief Executive Officer, Director	—	*
Brittani N. Cushman(9)	Senior Vice President, General Counsel and Secretary	42,872	*
Robert M. Lavan(10)	Former Senior Vice President, Chief Financial Officer	55,500	*
Graham Purdy(11)	Senior Vice President & Chief Operating Officer	171,530	*
Luis Reformina(12)	Senior Vice President, Chief Financial Officer	33,940	*
Gregory H.A. Baxter(13)	Director	48,607	*
H. C. Charles Diao(14)	Director	44,638	*
David Glazek(15)	Director	10,095	*
Assia Grazioli-Venier	Director	—	*
Stephen Usher	Director	611	*
Ashley Davis Frushone	Director	263	*
Lawrence S. Wexler (16)	Director	476,223	2.5%
Arnold Zimmerman(17)	Director	59,857	*
Directors and Executive Officers as a Group (14 persons)(18)		948,806	5.1%

*
Indicates less than 1%

(1)
Unless otherwise noted, the address for the persons listed in this column is 5201 Interchange Way Louisville, Kentucky 40229.

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(2)
This information is based solely on a review of a stock ownership report on Schedule 13D/A filed by this stockholder with the SEC on January 4, 2022. The address for Standard General is 767 Fifth Avenue, 12^th Floor, New York, NY, 10153.

(3)
Soohyung Kim is the Managing Partner and Chief Investment Officer of Standard General L.P. and a director of the general partner of Standard General L.P. Mr. Kim may be deemed to beneficially own and have shared voting and/or investment control over, the shares directly and indirectly beneficially owned by Standard General L.P. David Glazek, the chairman of our Board of Directors, is a Partner of Standard General L.P. The business address of both Standard General L.P. and Mr. Kim is 767 Fifth Avenue, 12^th Floor New York, NY 10153.

(4)
This information is based solely on a review of a stock ownership report on Form 13G/A filed by this shareholder with the SEC on February 14, 2022. The address for Thrivent Financial for Lutherans is 901 Marquette Avenue, Suite 2500, Minneapolis, MN 55402.

(5)
This information is based solely on a review of a report on Form 13G filed by this shareholder with the SEC on February 11, 2022. The address for Lord, Abbett & Co. LLC is 90 Hudson Street, Jersey City, NJ 070302.

(6)
This information is based solely on a review of a report on Form 13G filed by this shareholder with the SEC on February 4, 2022. The address for BlackRock, Inc. is 55 East 52^nd Street, New York, NY 10055.

(7)
This information is based solely on a review of a stock ownership report on Form 13G/A filed by this shareholder with the SEC on August 9, 2021. The address for ETF Managers Group LLC is 30 Maple Street, Suite 2, Summit, NJ 07091.

(8)
Mr. Efremov became President & Chief Executive Officer effective January 11, 2022.

(9)
Includes 38,950 shares subject to exercisable stock options.

(10)
Includes 55,500 shares subject to exercisable stock options. On March 23, 2021, Mr. Lavan provided notice to the Company that he would step-down as Senior Vice President and Chief Financial Officer on April 30, 2021.

(11)
Includes 35,046 shares subject to exercisable stock options.

(12)
Includes 33,290 shares subject to exercisable stock options.

(13)
Includes 14,344 shares subject to exercisable stock options.

(14)
Includes 10,432 shares subject to exercisable stock options.

(15)
Mr. Glazek is a Partner of Standard General but disclaims beneficial ownership in shares of common stock held by Standard General.

(16)
Includes 102,320 shares subject to exercisable stock options. Mr. Wexler retired as Chief Executive Officer, effective January 10, 2022, and continues to serve on the Board following his retirement.

(17)
Held by the Arnold Zimmerman Revocable Trust of which Mr. Zimmerman is the trustee.

(18)
Includes 294,552 shares subject to exercisable stock options.

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EXECUTIVE COMPENSATION

Compensation, Discussion & Analysis

This compensation, discussion and analysis (this “CD&A”) addresses our executive compensation program for our “named executive officers” identified below.

Our named executive officers for 2021 were:

• Lawrence S. Wexler, our former President & Chief Executive Officer;

• Luis Reformina, our Senior Vice President & Chief Financial Officer;

• Graham A. Purdy, our Senior Vice President and Chief Operating Officer;

• Brittani N. Cushman, our Senior Vice President, General Counsel and Secretary; and

• Robert M. Lavan, our former Senior Vice President & Chief Financial Officer

On December 16, 2021, the Company announced that Mr. Wexler would step-down as President and Chief Executive Officer, effective as of January 10, 2022, but would remain on the Company’s Board of Directors. The Company appointed Mr. Yavor Efremov as President and Chief Executive Officer of the Company effective as of January 11, 2022.

On March 23, 2021, Mr. Lavan provided notice to the Company that he would step-down as Senior Vice President and Chief Financial Officer on April 30, 2021. The Board determined to appoint Luis Reformina, who was then-serving as Chief Business Development Officer, to the position of Senior Vice President and Chief Financial Officer effective May 1, 2021.

Executive Compensation Objectives and Philosophy

One objective of our executive compensation program is to attract and retain qualified, energetic employees who are enthusiastic about our mission and culture. A further objective is to provide incentives and reward each senior executive for his or her contribution to our growth and operating and financial improvement. In addition, we strive to (i) promote an ownership mentality among key leadership executives, (ii) design compensation to appropriately balance risk and reward in the context of the Company’s business environment and long-range business plans, and (iii) be responsive to the Company’s succession planning objectives.

Elements of Executive Compensation

Elements of executive compensation include: salary, annual cash bonus, equity-based compensation, and other benefits, such as welfare benefits, a Company match to our 401(k) defined contribution plan (including contributions to our Restoration Plan (discussed below), where applicable) and other retirement benefits. Each of the named executive officers is party to an individual employment agreement with us. Individual elements of compensation and the applicable compensation arrangements are described in more detail below.

Salary

The purpose of providing base salaries is to provide a fixed, baseline level of cash compensation that is designed to compensate the named executive officers for their day-to-day duties and responsibilities. The base salary levels of each of our named executive officers is reviewed by the Compensation Committee on an annual basis. Each current named executive officers’ base salary is set forth below:

Executive Name	2021 Annual Base Salary	2022 Annual Base Salary
Lawrence S. Wexler	$753,975	N/A
Luis Reformina	$365,000	$365,000
Graham A. Purdy	$455,000	$500,000
Brittani N. Cushman	$340,000	$350,200
Robert M. Lavan	$450,000	N/A

Annual Cash Bonus

The purpose of providing an annual cash bonus opportunity is to motivate executive officers to achieve short-term strategic and financial goals and to incentivize individual behavior that is aligned with near-term operations.

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Our executive compensation program is designed to reward business success and each executive officer’s contribution to our operating and financial performance. In measuring an executive’s contribution to us, our Board considers our growth and various financial metrics. We also consider an executive’s performance in managing us in light of general economic conditions, as well as specific company, industry and competitive conditions. Our executive officers are eligible to earn an incentive bonus payment under our Management Bonus Program based on the Board’s assessment of our financial performance and individual performance. The incentive bonus compensation paid to the named executive officers in 2022 based on 2021 results was based upon final financial performance as assessed by the Board based upon our audited 2021 financial statements and such officer’s individual performance in 2021.

The Compensation Committee has established a target annual bonus opportunity for each executive officer, which is based on a specified percentage of such executive officer’s base salary. Each named executive officer’s target annual bonus for 2021 and actual bonus earned in respect of 2021 results is set forth in the table below:

Executive Name	2021 Target Annual Bonus (% of Base Salary)	2021 Annual Bonus Paid
Lawrence S. Wexler	100%	$678,500
Luis Reformina	50%	$135,000
Graham A. Purdy	75%	$325,000
Brittani N. Cushman	50%	$170,000
Robert M. Lavan	75%	N/A

Long-Term Equity-Based Compensation

The purpose of providing long-term equity-based compensation is to ensure complete alignment between our executive officers and our shareholders, which is achieved by virtue of the fact that the value ultimately realized by the executive officers from payouts under equity-based compensation programs is directly tied to our stock price when such amount is paid.

In April 2015, we adopted the 2015 Plan. The 2015 Plan authorizes the Compensation Committee to provide equity-based or other incentive-based compensation for the purpose of attracting and retaining directors, employees and certain consultants and providing our directors, employees and such consultants incentives and rewards for superior performance. At the Annual Meeting held in 2021, the Company’s shareholders approved a 2021 Incentive Plan, and no awards will be made under the 2015 Plan going forward.

Historically, executive officers have received long-term equity-based compensation in the form of stock options, time-based restricted stock units and performance-based restricted stock units (“PRSUs”). Stock options have generally vested over a three-year period subject to the executive’s employment with the Company on the applicable vesting date. PRSUs have typically been granted subject to vesting at the end of a five-year performance period, based on the level of achievement of ROIC goals established at the beginning of the applicable performance period. PRSUs offer the named executive officers a financial interest in the Company and serve to retain the named executive officers as the awards vest upon satisfaction of a specific performance measure at a pre-determined time. In determining the grant date value of awards, the Compensation Committee determines a target grant date value for each executive officer, which generally represents a percentage of the executive officer’s base salary.

In February and May of 2021, we granted the following stock options and PRSUs to our Named Executive Officers:

Executive Name	Number of PRSUs	Grant Date Value of PRSUs	Number of Stock Options	Grant Date Value of Stock Options
Lawrence S. Wexler	10,500	$543,375	15,900	$218,943
Luis Reformina	5,000	$258,750	16,500	$218,685
Graham A. Purdy	6,500	$336,375	9,000	$123,930
Brittani N. Cushman	6,000	$310,500	7,000	$96,390
Robert M. Lavan	5,000	$258,750	9,500	$130,815

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These stock options will become vested on each of the first three anniversaries of the grant date, subject to continued employment with the Company. Following the end of the applicable 5-year performance period, 50% of the PRSUs will vest if ROIC is 12.5%, 75% of the PRSUs will vest if ROIC is 15%, and 100% will vest if ROIC is 17.5%.

In 2017, Messrs. Wexler, Lavan and Purdy were granted PRSUs subject to vesting at the end of the 5-year performance period ending on December 31, 2021. Pursuant to the terms of those awards, 50% of the PRSUs would vest if ROIC was achieved at 12.5%, 75% of the PRSUs would vest if ROIC was achieved at 15%, and 100% would vest if ROIC was achieved at 17.5%. In February of 2022, the Compensation Committee determined that the ROIC level achieved for this 5-year period was 15.7%, which resulted in 89.7% of the PRSUs becoming vesting in February of 2022.

In March of 2022, the Compensation Committee considered and adopted a new design feature for 2022 equity-based awards. Specifically, 2022 awards will be made in the form of stock options, time-based RSUs and PRSUs. The time-based stock options will vest over three years while the time-based RSUs will vest over five years beginning in year three. Both are subject to continued employment. The PRSUs will vest based on achievement of cumulative adjusted EBITDA growth targets measured over a five-year period beginning in year three.

Other Benefits and Executive Compensation Policies

Welfare Benefits

We provide the named executive officers with health, dental and vision insurance plans, term life and disability insurance. Senior executives may generally elect to participate in these plans on the same basis and terms as all employees.

401(k) Matching Contributions

We provide a company match to the 401(k) defined contribution plan to all eligible employees. For the 2021 and 2020 401(k) plan years, we contributed 4% of the participant’s annual base salary to those eligible salaried employees contributing 4% or greater of their salary. For those eligible salaried employees contributing less than 4% of annual base salary, we matched the contribution by 100%. In each of 2021 and 2020, we also made a discretionary contribution equal to 1% of the participant’s annual base salary to those eligible salaried employees.

Restoration Plan

We adopted a Restoration Plan in 2013 (the “Restoration Plan”) to give parity in benefits to executives with those benefits offered to employees generally via our 401(k) defined contribution plan. The Restoration Plan credits bookkeeping liability accounts for selected executives each year in amounts equal to amounts those executives would otherwise have been credited under the 401(k) plan. The Code allowed only up to $290,000 (in 2021; indexed each year) in total compensation to be considered in allocating contributions to a tax-qualified plan, so credits will be made to the non-qualified Restoration Plan for selected executives on compensation paid above that level, at the same percentage rate as applies to employees generally on pay below that level through the 401(k) plan. Amounts credited to the Restoration Plan grow based on the S&P 500 equity index returns each year. Benefits accrued under the Restoration Plan are not set aside in a trust account and cannot be paid to the covered executive officer until the seventh month after termination of employment, at which time benefits are forfeited if the termination is deemed for “cause.” Notwithstanding the foregoing restriction on acceleration of payment, we may elect, in our sole discretion and without the covered executive’s consent, to pay the balance of an executive’s benefits to the executive in a lump sum at any time so long as the payment results in the termination and liquidation of the executive’s entire account under the Restoration Plan and the payment does not exceed applicable dollar amounts under Code Section 402(g)(1)(B). Each of the named executive officers participates in the Restoration Plan.

Personal Benefits

From time to time, we provide personal benefits to our named executive officers to the extent such benefits are appropriate and aligned with our business objectives. The Company did not provide any perquisites or personal benefits to the named executive officers in respect of 2021. In connection with Mr. Efremov’s hire, the Company agreed to reimburse him for business class travel in connection with traveling from his residence in Denver to the Company’s offices in Louisville.

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Tax and Accounting Considerations

The Committee considers the tax and accounting effects of compensation elements when designing the Company’s incentive and equity compensation plans. In order to maintain flexibility in compensating executive officers, however, the Committee has not adopted a policy that all compensation must be deductible for federal income tax purposes.

Determining Executive Compensation

Role of the Compensation Committee

The Compensation Committee is responsible for overseeing the compensation of our named executive officers. In doing so, the Compensation Committee takes into consideration a number of factors, including (i) company financial performance, (ii) stock price, (iii) general market trends, and (iv) individual performance. The Compensation Committee generally approves performance goals or other objectives for the Chief Executive Officer and other executive officers at the beginning of each calendar year.

Role of Compensation Consultants and Benchmarking

The Compensation Committee does not utilize the services of an independent compensation consultant. While the Compensation Committee does not use formal benchmarking against peers in determining executive compensation, the Compensation Committee does review and consider the practices of other publicly-traded companies for which we compete for talent.

Role of Other Named Executive Officers

The Compensation Committee takes into consideration recommendations from management regarding performance goals and also takes into account the recommendations of the Chief Executive Officer relating to the performance of his direct reports. However, no executive officer participates in the deliberation of his or her own compensation.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement for the 2022 annual meeting of shareholders.

David Glazek, Chairman of the Compensation Committee

Stephen Usher

Arnold Zimmerman

The above Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates this Report by reference therein.

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Executive Compensation Tables

Summary Compensation Table

The following table shows information regarding the compensation of our named executive officers for services performed in the years ended December 31, 2021, December 31, 2020 and December 31, 2019.

Name and Principal Position	Year	Salary ($)	Option Awards ($)(1)	Stock Awards ($)(2)	Non-equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Lawrence S. Wexler President & Chief Executive Officer	2021	753,975	218,943	543,375	678,500	22,088	2,216,881
	2020	797,474	88,200	215,325	1,100,000	25,188	2,226,187
	2019	753,975	554,865	1,206,010	266,000	26,891	2,807,741
Luis Reformina Senior Vice President & Chief Financial Officer	2021	352,885	218,685	258,750	135,000	14,300	979,620
Graham Purdy Senior Vice President & Chief Operating Officer	2021	455,000	123,930	336,375	325,000	16,420	1,256,725
	2020	406,901	48,510	96,525	560,000	16,018	1,127,954
Brittani Cushman Senior Vice President, General Counsel and Secretary	2021	340,010	96,390	310,500	170,000	14,069	930,969
Robert Lavan Senior Vice President & Chief Financial Officer	2021	147,115	130,815	258,750	—	21,393	558,073
	2020	424,039	165,375	—	580,000	14,457	1,183,871
	2019	350,000	718,980	26,930	131,000	14,000	1,240,910

(1)
Option Awards reflect the grant date fair value of each award, determined in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information on the assumptions made in the valuation for the awards reflected in this column, please see Note 17 to our Consolidated Financial Statements as of and for the year ended December 31, 2021 in our Annual Report on Form 10-K.

(2)
Stock Awards reflect the grant date fair value of each award, determined in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to vesting conditions. For stock awards with performance-based conditions, the grant date value reflects the probable outcome of the performance conditions as determined on the grant date. For additional information on the assumptions made in the valuation for the awards reflected in this column, please see Note 17 to our Consolidated Financial Statements as of and for the year ended December 31, 2021 in our Annual Report on Form 10-K.

(3)
Performance bonuses in respect of a given year were generally determined in February of the following year and paid shortly thereafter. The amounts reflected include the amounts earned for the given year, regardless of when paid.

(4)
For 2021, Messrs. Wexler, Purdy and Lavan received a contribution to the Restoration Plan of $7,788, $2,120 and $7,093, respectively. For the same period, Messrs. Wexler, Reformina, Purdy and Lavan each received a matching contribution under our 401(k) defined contribution plan (including a discretionary contribution equal to 1% of base salary) of $14,300, while Ms. Cushman received $14,069. For 2020, Messrs. Wexler, Purdy and Lavan received a contribution to the Restoration Plan of $10,938, $1,768 and $2,598, respectively. For the same period, Messrs. Wexler and Purdy each received a matching contribution under our 401(k) defined contribution plan (including a discretionary contribution equal to 1% of base salary) of $14,250, while Mr. Lavan received $11,859. For 2019, Mr. Wexler received a contribution to the Restoration Plan of $12,891. For the same period, Messrs. Wexler and Lavan each received a matching contribution under our 401(k) defined contribution plan (including a discretionary contribution equal to 1% of base salary) of $14,000.

Employment Agreements

We are party to employment agreements with each of our current executive officers. The material terms of each executive officer’s employment agreement is described below.

Yavor Efremov

In connection with his appointment as President and Chief Executive Officer, we entered into an employment agreement with Mr. Efremov, effective as of January 11, 2022. Mr. Efremov’s employment agreement provides for an initial term of one-year, subject to automatic one-year renewals unless either party gives at least 90 days’ notice of non-renewal. Mr. Efremov is entitled to an annual base salary of $750,000 and is eligible to receive an annual cash bonus equal to 100% of base salary. In addition, Mr. Efremov will have a

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target annual long-term incentive opportunity of not less than $500,000. In the event that Mr. Efremov’s employment is terminated by the Company without “Cause” or if Mr. Efremov resigns for “Good Reason” (each as defined the employment agreement), Mr. Efremov will be entitled to receive the following severance benefits: (i) a severance payment equal to 12 months’ of annual base salary, payable over 12 months, (ii) an amount equal to a pro-rated portion of his target annual bonus for the year of termination, and (iii) a COBRA stipend equal to 12 months’ COBRA continuation coverage. If during the employment term the Company appoints (i) a new Chairman (other than as a result of the current Chair’s death, disability or termination for cause), or (ii) an Executive Chair, then Mr. Efremov may resign and, upon such resignation, the Company would vest Mr. Efremov in his outstanding equity-based awards. He would also receive the 12-month COBRA stipend upon such resignation. In order to trigger such resignation event, Mr. Efremov must first notify the Company in writing regarding the circumstances triggering such event and allow the Company 30 days to cure such event.

Employment Agreements with Louie Reformina, Graham A. Purdy & Brittani N. Cushman

Mr. Reformina’s employment agreement provides for an initial term of one year, subject to automatic extensions for successive one-year terms unless earlier terminated, or unless either party provides notice of non-renewal at least 60 days prior to the end of the applicable term. Pursuant to his employment agreement Mr. Reformina is entitled to receive an annual base salary of $365,000, subject to adjustment by the Board. Mr. Reformina is eligible to receive an annual cash bonus equal to 50% of annual base salary.

Mr. Purdy’s Employment Agreement provides for an initial term of one year, subject to automatic extensions for successive one-year terms unless earlier terminated, or unless either party provides notice of non-renewal at least 60 days before the end of the applicable term. Pursuant to his Employment Agreement, Mr. Purdy is entitled to receive an annual base salary of $455,000, subject to adjustment by the Board. Mr. Purdy is eligible to receive an annual cash bonus award with a target opportunity equal to 75% of his annual base salary. The annual bonus is payable upon the achievement of designated performance metrics pursuant to our Management Bonus Program, as determined by the Board.

Ms. Cushman’s employment agreement provides for an initial term of one year, subject to automatic extensions for successive one-year terms unless earlier terminated, or unless either party provides notice of non-renewal at least 60 days prior to the end of the applicable term. Pursuant to her employment agreement Ms. Cushman is entitled to receive an annual base salary of $340,000, subject to adjustment by the Board. Ms. Cushman is eligible to receive an annual cash bonus equal to 50% of annual base salary.

Upon a termination of employment by us without “cause” or by the applicable executive for “good reason” (each as defined in the applicable executive’s Employment Agreement), each of Messrs. Reformina and Purdy and Ms. Cushman would be entitled to severance payments comprised of the following: (1) accrued compensation and benefits; (2) continuation of then-current base salary for 12 months, to be paid in accordance with our normal payroll practices; (3) a cash severance bonus equal to the average annual cash bonus received by the applicable executive for the 24-month period before the termination date; and (4) a lump sum payment equal to the cost of COBRA continuation coverage for the executive and his/her eligible dependents for 12 months.

In the event of a termination of employment by us without cause or by the applicable executive for good reason within one year following a “change of control” (as such term is defined in the applicable executive’s Employment Agreement), or within 12 months of the effective date of his Employment Agreement, each of Messrs. Reformina and Purdy and Ms. Cushman would be entitled to severance payments comprised of the following (in lieu of any other severance payments under the 2016 Employment Agreements): (1) the accrued compensation and benefits; (2) continuation of then-current base salary for 24 months, to be paid in accordance with our normal payroll practices; (3) a cash severance bonus equal to two-times the average annual cash bonus received by the applicable executive for the 24-month period before the termination date; and (4) a lump sum payment equal to the cost of COBRA continuation coverage for the executive and his/her eligible dependents for 12 months.

In general, the foregoing severance payments and other benefits are subject to the applicable executive executing and delivering a release of claims to us. Pursuant to their respective Employment Agreements, each of

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Messrs. Reformina and Purdy and Ms. Cushman are subject to certain restrictive covenants, including non-competition and non-solicitation restrictions during the employment term, and for a post-termination period equal to the number of months the executive is entitled to receive salary continuation pursuant to the severance provisions described above.

In addition, if any payment made to Messrs. Efremov, Reformina Purdy or Cushman would be subject to the excise tax under Section 4999 of the Internal Revenue Code, then the amounts payable to the applicable executive will be reduced to the maximum amount that does not trigger the excise tax, unless the executive would be better off (on an after-tax basis) receiving all such payments and benefits and paying all applicable income and excise taxes.

Grants of Plan—Based Awards Table

	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)				Estimated Future Payouts under Equity Incentive Plan(2)			All Other Stock Awards: Number of	Grant Date Fair Value of Shares Stock and
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	Stock or Units (#)(2)	Option Awards ($)
Lawrence S Wexler	N/A	—	$678,500	—	—	—	—	—	—
	2/18/2021	—	—	—		10,500			$543,375
	2/18/2021	—	—	—	—	—	—	15,900	$218,943
Luis Reformina	N/A	—	$135,000	—	—	—	—	—	—
	2/18/2021	—	—	—	—	5,000	—	—	$258,750
	2/18/2021	—	—	—	—	—	—	4,500	$61,965
	5/3/2021	—	—	—	—	12,000	—	12,000	$156,720
Graham A. Purdy	N/A	—	$325,000	—	—	—	—	—	—
	2/18/2021	—	—	—		6,500	—		$336,375
	2/18/2021	—	—	—	—	—	—	9,000	$123,930
Brittani N. Cushman	N/A	—	$170,000	—	—	—	—	—	—
	2/18/2021	—	—	—		6,000			$310,500
	2/18/2021	—	—	—	—	—	—	7,000	$96,390
Robert M. Lavan	N/A	—	$337,500	—	—	—	—	—	—
	2/18/2021	—	—	—	—	5,000	—	—	$258,750
	2/18/2021	—	—	—	—	—	—	9,500	$130,815

(1)
Represents annual bonus opportunities at target level achievement. There is no threshold or maximum annual bonus opportunity. The amounts actually paid for the 2021 fiscal year are included in the 2021 column of the summary compensation table.

(2)
Stock Awards reflect the grant date fair value of each award, determined in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to vesting conditions. For stock awards with performance-based conditions, the grant date value reflects the probable outcome of the performance conditions as determined on the grant date. For additional information on the assumptions made in the valuation for the awards reflected in this column, please see Note 17 to our Consolidated Financial Statements as of and for the year ended December 31, 2021 in our Annual Report on Form 10-K.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth specified information concerning equity awards held by each of the named executive officers as of December 31, 2021.

	Option Awards					Stock Awards
Name	Date of Grant	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)
Lawrence S. Wexler	8/8/2014(1)	4,695	—	3.83	8/8/2024	—	—
	3/31/2017(3)	—	—	—	—	31,500	491,400
	5/17/2017(2)(4)	16,819	—	15.41	5/17/2027	—	—
	3/7/2018(3)	—	—	—	—	30,000	636,300
	3/7/2018(2)(5)	26,500	—	21.21	3/7/2028	—	—
	3/20/2019(2)(7)	23,785	11,715	47.58	3/20/2029	—	—
	3/20/2019(3)	—	—	—	—	23,500	1,118,130
	3/18/2020(2)(8)	6,800	13,200	14.85	3/18/2030	—	—

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	Option Awards					Stock Awards
Name	Date of Grant	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)
	3/18/2020(3)	—	—	—	—	14,500	215,325
	2/18/21(2)(9)	—	15,900	51.75	2/18/2031
	2/18/21(3)	—	—	—	—	10,500	543,375
Luis Reformina	10/24/19(2)(7)	16,750	8,250	20.89	10/24/2029	—	—
	3/18/2020(2)(8)	1,360	2,640	14.85	3/18/2030	—	—
	3/18/2020(3)	—	—	—	—	4,000	59,400
	2/18/21(2)(9)	—	4,500	51.75	2/18/2031	—	—
	2/18/21(3)	—	—	—	—	5,000	258,750
	5/3/21(2)(9)	—	12,000	47.76	5/3/2031	—	—
Robert M. Lavan	3/7/2018(3)	—	—	—	—	8,500	180,285
	3/20/2019(2)(7)	46,000	—	47.58	3/20/2029	—	—
	2/18/21(2)(9)	9,500	—	51.75	2/18/2031	—	—
	2/18/21(3)	—	—	—	—	5,000	258,750
Graham Purdy	8/8/2014(1)	5,216	—	3.83	8/8/2024	—	—
	3/31/2017(3)	—	—	—	—	10,000	156,000
	5/17/2017(2)(4)	5,000	—	15.41	5/17/2027	—	—
	3/7/2018(3)	—	—	—	—	12,000	254,520
	3/7/2018(2)(5)	8,900	—	21.21	3/7/2028	—	—
	3/20/2019(2)(7)	3,685	1,815	47.58	3/20/2029	—	—
	3/20/2019(3)	—	—	—	—	9,500	452,010
	3/18/2020(2)(8)	3,740	7,260	14.85	3/18/2030	—	—
	3/18/2020(3)	—	—	—	—	6,500	96,525
	2/18/2021(2)(9)	—	9,000	51.75	2/18/2031	—	—
	2/18/2021(3)	—	—	—	—	6,500	336,375
Brittani Cushman	2/10/2017(2)(4)	20,000	—	13.00	2/10/2027	—	—
	3/31/2017(3)	—	—	—	—	5,000	78,000
	5/17/2017(2)(4)	3,250	—	15.41	5/17/2027	—	—
	3/7/2018(2)(5)	4,500	—	21.21	3/7/2028	—	—
	3/7/2018(3)	—	—	—	—	5,000	106,050
	3/20/2019(2)(7)	3,216	1,584	47.58	3/20/2029	—	—
	3/20/2019(3)	—	—	—	—	6,000	285,480
	3/18/2020(2)(8)	2,040	3,960	14.85	3/18/2030	—	—
	3/18/2020(3)	—	—	—	—	10,000	148,500
	2/18/2021(2)(9)	—	7,000	51.75	2/18/2031	—	—
	2/18/2021(3)	—	—	—	—	6,000	310,500

(1)
Options to purchase shares of our stock granted pursuant to the 2006 Plan.

(2)
Options to purchase shares of our stock granted pursuant to the 2015 Plan.

(3)
Performance-based restricted stock units granted under our 2015 Plan. Performance-based restricted stock units vest 5 years from the grant date upon the Company’s achievement of certain levels of return on invested capital.

(4)
Options to purchase shares of our stock vest 34% on January 1, 2018, 33% on January 1, 2019 and 33% on January 1, 2020.

(5)
Options to purchase shares of our stock vest 34% on January 1, 2019, 33% on January 1, 2020 and 33% on January 1, 2021.

(6)
Options to purchase shares of our stock granted pursuant to his 2018 Employment Agreement. 34% vested at grant and 33% vest on each of January 1, 2019 and 2020.

(7)
Options to purchase shares of our stock vest 34% on January 1, 2020, 33% on January 1, 2021 and 33% on January 1, 2022.

(8)
Options to purchase shares of our stock vest 34% on January 1, 2021, 33% on January 1, 2022 and 33% on January 1, 2023.

(9)
Options to purchase shares of our stock vest 34% on January 1, 2022, 33% on January 1, 2023 and 33% on January 1, 2024.

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Stock Vested/Options Exercised Table

The following table sets forth information concerning awards that vested for the NEOs during the fiscal year ended December 31, 2021.

Name	Number of Options Acquired on Exercise (#)	Value Realized on Exercise
Lawrence S Wexler	—	—
Luis Reformina	—	—
Graham A. Purdy	62,591	$1,566,857
Brittani N. Cushman	—	—
Robert M. Lavan	72,500	$1,463,486

2021 Potential Payments Upon Termination or Change in Control Table

As described above under the section entitled “Employment Agreements”, each of our current executive officers is party to an employment agreement that provides for severance benefits in the event of a termination by us “without cause” or by the executive for “good reason”.

The terms of our outstanding equity-based awards generally provide that in the event that an executive’s employment is terminated prior to the applicable vesting date of an award, such award will be forfeited, except in connection with certain termination events. The terms of the PRSU award agreements generally provide that in the event that an executive dies or becomes disabled prior to the “measurement date”, the executive will remain eligible to vest in his PRSUs based on actual performance measured at the end of the performance period.

Our 2015 and 2021 equity compensation plans generally provide that in the event of a “change of control”, outstanding equity awards will not be accelerated if the acquiror provides for a “replacement award” in connection with such change of control, as determined in accordance with the provisions of the equity plan. If no replacement award is provided, then outstanding equity awards will become immediately vested, with any performance goals being deemed to be achieved at target level.

The table below sets forth the amount of severance or other compensation that would have become payable to each of 2021 named executive officers had his employment been terminated as of December 31, 2021 or in the event a change of control had occurred on December 31, 2021. As Mr. Lavan was not an employee of the Company on December 31, 2021, Mr. Lavan would not be entitled to severance on December 31, 2021.

Without Cause or for Good Reason

	12 months Salary	Average Bonus (24 months prior to termination	Cash Severance	12 months COBRA	Total
Larry Wexler	753,975	683,000	1,436,975	882	1,437,857
Luis Reformina	365,000	145,000	510,000	—	510,000
Graham Purdy	455,000	325,000	780,000	26,244	806,244
Brittani Cushman	340,000	150,000	490,000	11,952	501,952
					3,256,053

Change of Control

	2 times 12 months Salary	2 times the Average Bonus (24 months prior to termination	Cash Severance	12 months COBRA	Total
Larry Wexler	1,507,950	1,366,000	2,873,950	882	2,874,832
Luis Reformina	730,000	290,000	1,020,000	—	1,020,000
Graham Purdy	910,000	650,000	1,560,000	26,244	1,586,244
Brittani Cushman	680,000	300,000	980,000	11,952	991,952
					6,473,028

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In exchange for Mr. Lavan agreeing to remain with the Company through April 30, 2021 in order to assist the Company with the transition of his role, the Compensation Committee agreed to provide Mr. Lavan with continued vesting of his outstanding equity awards, which would have otherwise been forfeited upon leaving the Company. Mr. Lavan’s stock options will also remain exercisable until the original expiration date.

Equity Compensation Plan Information

The following table contains information about our equity compensation plans as of December 31, 2021:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)	Weighted-average Exercise Price of Outstanding, Warrants, and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holder	619,835	$28.51	1,383,469
Equity compensation plans not approved by security holders	—	—	—
Total	619,835	—	1,383,469

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AUDIT COMMITTEE REPORT

The Audit Committee has met and reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 2021 with the Company’s management, which has the primary responsibility for the Company’s financial statements, as well as with the Company’s independent auditor, RSM US LLP, who is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with auditing standards of the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee is not providing any expert or special assurance as to the Company’s financial statements or providing any professional certification with respect to the independent auditor’s work product.

The Audit Committee has discussed with RSM US LLP the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee has received and reviewed the written disclosures and the letter from RSM US LLP required by the applicable requirements of the PCAOB regarding RSM US LLP communications with the Audit Committee concerning independence and has discussed with RSM US LLP its independence. The Audit Committee also considered whether RSM US LLP non-audit services to the Company were compatible with the independence requirements and concluded their independence was not compromised by the provision of these services.

Taking all of these reviews and discussions into account, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the SEC.

All members of the Audit Committee of the Company listed below submit the foregoing report.

AUDIT COMMITTEE:

H. C. Charles Diao (Chair)

Ashley Davis

Assia Grazioli-Venier

Arnold Zimmerman

The foregoing report of the Audit Committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or under the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein, and shall not otherwise be deemed filed under those Acts.

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CERTAIN RELATIONSHIPS AND TRANSACTIONS

Policies Regarding Related Party Transactions

Our Board has adopted a written statement of policy regarding transactions with related persons, which we refer to as our “related person policy.” Our related person policy requires that a “related person” (as defined as in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our senior legal officer any “related person transaction” (defined as any transaction that it is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. The senior legal officer will then promptly communicate that information to the Audit Committee of our Board. No related person transaction may be executed without the approval or ratification of the Audit Committee. In general, the Audit Committee will approve or ratify only related person transactions that we believe are at least as favorable to us as those we would obtain from an unrelated party.

General Wireless Operations, Inc.

In December 2018, the Company acquired a minority ownership position in General Wireless Operations, Inc. (d/b/a RadioShack; “RadioShack”) for $420,500 from an affiliate of Standard General. Mr. Glazek, a director of the Company is a partner at Standard General. The Company paid no consulting fees in 2021 to Standard General in respect of this investment.

SDI Merger

On July 16, 2020, the Company completed its merger with SDI, whereby SDI was merged into a wholly-owned subsidiary of the Company in a tax-free downstream merger. Under the terms of the agreement, the holders of SDI’s Class A Common Stock and SDI’s Class B Common Stock (collectively, “SDI Common Stock”) received in the aggregate, in return for their SDI Common Stock, TPB Voting Common Stock (“TPB Common Stock”) at a ratio of 0.52095 shares of TPB Common Stock for each share of SDI Common Stock at the time of the merger. SDI divested its assets, other than SDI’s TPB Common Stock, prior to close such that the net liabilities at closing were minimal and the only assets that SDI retained were the remaining TPB Common Stock holdings. The transaction was accounted for as an asset purchase for $236.0 million with consideration comprised of 7,934,704 shares of TPB Common Stock valued at $234.3 million plus transaction costs and assumed net liabilities. $236.0 million was assigned to the 8,178,918 shares of TPB Common Stock acquired. In connection with the Merger, 244,214 shares of TPB Common Stock were retired resulting in a charge of $1.7 million recorded in Accumulated earnings (deficit).

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PRESENTATION OF PROPOSALS

Proposal 1 – Election of Directors

The Company’s by-laws provide that the number of directors on our Board will be determined from time to time by a vote of the Board. Our Board currently consists of nine (9) directors. At the Annual Meeting, we are electing nine (9) directors to hold office until the Company’s annual meeting of stockholders in 2022 and until a successor is elected and qualified.

Nominees for Election as a Director

Set forth below are the Board members who will stand for election at the Annual Meeting, together with their age, all Company positions and offices they currently hold, and the year in which they joined the Board. Although it is not anticipated that any of the nominees listed below will decline or be unable to serve, if that should occur, the proxy holders may, in their discretion, vote for a substitute nominee.

Name	Age	Position or Office	Held Position Since
David Glazek	44	Chairman of the Board; Director	2012
Yavor Efremov	49	President & CEO; Director	2021(1)
Gregory H. A. Baxter	68	Director	2006
H.C. Charles Diao	64	Director	2012
Ashley Davis Frushone	47	Director	2018
Assia Grazioli-Venier	41	Director	2021
Stephen Usher	55	Director	2021
Larry Wexler	69	Director	2013(1)
Arnold Zimmerman	84	Director	2013

(1)
Mr. Wexler served as President and CEO of the Company until January 10, 2022, the day before Mr. Efremov was appointed President and CEO on January 11, 2022.

Recommendation

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE NOMINEES FOR THE DIRECTORS OF THE COMPANY SET FORTH ABOVE.

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Proposal 2 – Ratification of Independent Auditors

As more particularly described in this proxy statement, the Audit Committee is directly responsible for managing the Company’s independent auditors, which includes, without limitation, (i) pre-approving all audit and permitted non-audit services provided by our independent auditors, and (ii) the appointment, compensation, retention and oversight of the Company’s independent auditors. In connection with the same and pursuant to its charter, the Audit Committee has appointed the firm of RSM US LLP to serve as the independent auditors to audit the consolidated financial statements of the Company for the fiscal year which ends on December 31, 2022. The Board and the Audit Committee jointly agree that the continued retention of RSM US LLP is in the best interest of the Company and its stockholders. Accordingly, a resolution will be presented at the Annual Meeting to ratify the appointment of RSM US LLP. If the stockholders fail to ratify the appointment of RSM US LLP, the Audit Committee will take this result into account when considering the appointment of an independent auditor for fiscal year 2022. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm as the Company’s independent auditors at any time during the year if the Audit Committee believes that such a change would be in the best interests of the Company and its stockholders. One or more representatives of RSM US LLP are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Fees Paid to the Independent Auditors

We paid the following fees to RSM US LLP for fiscal years 2021 and 2020:

	2021	2020
Audit Fees	$765,500	$553,000
Audit-related Fees	104,300	95,100
Tax Fees	—	—
All Other Fees	—	—
	$869,800	$648,100

Audit Fees

RSM US LLP charged $765,500 in fiscal year 2021 and $553,000 in fiscal year 2020 for audit fees. These include professional services in connection with the audit of the Company’s annual financial statements included in the Annual Report on Form 10-K and reviews of the Company’s financial statements included in the Company’s Quarterly Reports on Form 10-Q and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years shown.

Audit-related Fees

RSM US LLP charged $104,300 in fiscal year 2021 and $95,100 in fiscal year 2020 for audit-related fees. The 2021 audit-related fees include $54,300 for the issuance of our Senior Secured Notes, $25,000 for the secondary offering of shares sold by Standard General and $25,000 for the filing of our 8-K for the recast of our 2020 financial statements for the changes in accounting policies for inventory and convertible debt. The 2020 audit-related fees include $53,000 for the filing of our Registration Statement on Form S-4, $33,800 for the secondary offering of shares sold by Standard General and $8,300 for the filing of our Registration Statement on Form S-3.

Tax Fees

RSM US LLP did not perform any tax services for the Company in fiscal years 2021 or 2020.

All Other Fees

RSM US LLP did not charge the Company for any non-audit services in fiscal year 2021 or 2020.

Pre-approval Policies and Procedures

The Audit Committee pre-approved all audit and audit-related services provided to the Company by RSM US LLP before management engaged the auditors for those purposes. The policy of the committee is to review all engagement letters for accounting firms for non-audit services.

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Recommendation

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF RSM US LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.

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Proposal 3 – Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation (“Say on Frequency”)

Section 14A of the Exchange Act requires us to submit a non-binding, advisory vote, commonly known as a “say-on-frequency” proposal, to shareholders at least once every six years to determine whether non-binding, advisory votes to approve the compensation of our named executive officers, like Proposal 4, should be held once every year, every two years or every three years. Unless the Board determines otherwise, the next say-on-frequency vote will occur at the annual meeting held in 2028.

After careful consideration, the Board has determined that an annual advisory vote on executive compensation continues to be the most appropriate policy for the Company because it allows shareholders to provide current input on our policies and practices for compensation of our named executive officers as disclosed in our proxy statement each year. The Board believes that an annual vote is consistent with our efforts to engage in an ongoing dialogue with our shareholders on executive compensation and corporate governance matters.

The advisory vote on the frequency of future advisory votes on executive compensation is advisory, and therefore not binding on the Board or the Compensation Committee. We recognize that shareholders may have different views as to what is an appropriate frequency for advisory votes on executive compensation and we look forward to hearing from our shareholders as to their preferences. The Board and the Compensation Committee will carefully consider the outcome of the vote; however, when considering the frequency of future advisory votes to approve executive compensation, the Board may decide that it is in the Company’s best interests and in the best interests of our shareholders to hold an advisory vote on executive compensation more or less frequently than the frequency receiving the most votes cast by our shareholders.

Shareholders may cast a vote, on an advisory basis, on the preferred voting frequency by selecting the option of every year, every two years, every three years or abstaining from the vote, when voting in response to the resolution set forth below.

“RESOLVED, that the shareholders determine, on an advisory basis, whether the preferred frequency of an advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Company’s 2021 proxy statement should be every year, two years, or three years.”

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE OPTION OF “EVERY YEAR” AS THE FREQUENCY FOR FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION.

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Proposal 4 – Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”)

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act, we are providing our shareholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers, as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as “Say on Pay,” gives shareholders the opportunity, on an advisory basis, to approve, reject or abstain from voting with respect to such proposal.

Our executive compensation program is designed to enhance shareholder value by focusing on performance factors that align with our strategic objects; attract, motivate and retain highly-qualified executives committed to the Company’s long-term success; and provide competitive salaries relative to their peers. To that end, we provide a program of cash and equity-based awards to promote executive continuity, to align the interests of the Company’s executives with those of our shareholders and to reward executives for superior performance, as measured by both financial and nonfinancial metrics.

We urge shareholders to read the “Compensation Discussion and Analysis” section of this Proxy Statement beginning on page 16, which describes the Company’s executive compensation programs and the decisions made by the Compensation Committee and the Board with respect to the year ending December 31, 2021.

The Board is asking shareholders to approve the following advisory resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in the Company’s proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion contained therein, is hereby approved.”

Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to any named executive officer and will not be binding on or overrule any decisions of the Company, the Board or the Compensation Committee; it will not create or imply any change to the fiduciary duties of, or create or imply any additional duties for, the Company, the Board or the Compensation Committee; and it will not restrict or limit the ability of shareholders to make proposals for inclusion in proxy materials related to executive compensation. Although non-binding, the Board and the Compensation Committee will review and consider the voting results in their entirety when making future decisions regarding our executive compensation program.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

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STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

In order for stockholder proposals submitted pursuant to Rule 14a-8 of the Exchange Act to be presented at the Company’s 2023 annual meeting of stockholders and included in the Company’s proxy statement and form of proxy relating to such meeting, such proposals must be submitted to the Corporate Secretary of the Company at the Company’s principal executive offices no later than November 18, 2022. Stockholder proposals should be submitted to the Corporate Secretary of the Company at 5201 Interchange Way, Louisville, Kentucky 40229. Such proposals must also comply with the additional requirements of Rule 14a-8 of the Exchange Act (or any successor rule) to be eligible for inclusion in the proxy statement for the 2023 annual meeting. The rules of the SEC set forth standards for what stockholder proposals the Company is required to include in a proxy statement for an annual meeting of stockholders.

In addition, the Company’s by-laws, a copy of which is available upon request, provide that only such business which is properly brought before a stockholder meeting will be conducted. For business to be properly brought before a meeting or nominations of persons for election to the Board to be properly made at a meeting by a stockholder, notice must be received by the Corporate Secretary of the Company at the Company’s offices not less than 45 or more than 75 days before the one-year anniversary of the date on which the Company first mailed proxy materials for the preceding year’s annual meeting of stockholders; provided, however, if the meeting is convened more than 30 days before or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, to be timely, notice must be received not later than the close of business on the later of (i) the 90^th day before such annual meeting, or (ii) the 10^th day following the day on which public announcement of the date of such meeting is made. To be in proper written form, a stockholder’s notice to the Company’s Corporate Secretary must, among other things, set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business proposed to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of the Company’s capital stock which are owned beneficially or of record by such stockholder, and (iv) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act.

Accordingly, a stockholder who intends to raise a proposal to be acted upon at the 2023 annual meeting, but who does not desire to include the proposal in the Company’s 2023 proxy statement, must inform the Company by sending written notice to the Company’s Corporate Secretary at 5201 Interchange Way, Louisville, Kentucky 40229, no earlier than January 9, 2023 nor later than February 7, 2023. The persons named as proxies in the Company’s proxy for the 2023 annual meeting may exercise their discretionary authority to act upon any proposal which is properly brought before a stockholder meeting.

STOCKHOLDERS’ COMMUNICATIONS WITH THE BOARD

Stockholders and other interested parties may communicate with the Company’s Board, including the Chairman or the independent directors as a group, by sending written communications to the Company’s Corporate Secretary at 5201 Interchange Way, Louisville, Kentucky 40229. Written communications should include the interested party’s name and address and should indicate whether such person is a stockholder of the Company. The communication will be reviewed by Ms. Cushman and by the Audit Committee. If the communication is appropriate, it will be forwarded to the Board or the appropriate director.

FORM 10-K

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, accompanies this proxy statement. The Company’s Annual Report does not form any part of the material for solicitation of proxies.

Any stockholder who wishes to obtain, without charge, a copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which includes financial statements, and is required to be filed with the SEC, may access it at www.turningpointbrands.com in the “Investor Relations” section or may send a written request to Brittani N. Cushman, General Counsel and Corporate Secretary, Turning Point Brands, Inc., 5201 Interchange Way, Louisville, Kentucky 40229.

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OTHER BUSINESS

The Board is not aware of any other matters to be presented at the Annual Meeting other than those set forth herein and routine matters incident to the conduct of the meeting. If any other matters should properly come before the Annual Meeting or any adjournment or postponement thereof, the persons named in the proxy, or their substitutes, intend to vote on such matters in accordance with their best judgment.

By Order of the Board of Directors,

/s/ Brittani N. Cushman

Brittani N. Cushman

Corporate Secretary

Louisville, Kentucky

March 15, 2022

Please vote your shares through any of the methods described on the proxy card as promptly as possible, whether or not you plan to attend the Annual Meeting virtually. If you do attend the Annual Meeting, you may still vote virtually at the meeting, since the proxy may be revoked at any time before its exercise by delivering a written revocation of the proxy to the Company’s Corporate Secretary.

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