Cynthia P. Moehring
About Cynthia P. Moehring
Independent director (age 59), serving on the Pyxus International, Inc. (PYYX) Board since October 2020. Founder and Executive Chair of the Business Integrity Leadership Initiative at the University of Arkansas—Sam M. Walton College of Business (since Nov 2019) and Principal of CP Moehring Advisory, LLC (since Sep 2019). Former Senior Vice President and U.S. Chief Ethics & Compliance Officer at Walmart, Inc., with a 20-year tenure spanning senior ethics, compliance, and legal roles. Core credentials: ethics and compliance leadership, corporate governance, legal, M&A, and corporate finance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart, Inc. | SVP, U.S. Chief Ethics & Compliance Officer | Mar 2015 – Jun 2019 | Led ethics/compliance; prior roles included SVP Global Chief Ethics Officer, VP Chief Ethics Officer, Associate General Counsel |
| CP Moehring Advisory, LLC | Founder & Principal | Since Sep 2019 | Governance, risk, strategic planning advisory |
| Univ. of Arkansas – Walton College | Founder & Executive Chair, Business Integrity Leadership Initiative | Since Nov 2019 | Business integrity program leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Church Mutual Insurance Company | Director | Current | Board service |
| Ethena, Inc. | Board of Advisors | Prior | Advisory role |
| Vigilance Risk Solutions (CommSafe AI) | Board of Advisors | Prior | Advisory role |
Board Governance
- Committee assignments: Compensation Committee member; ESGN Committee Chair. ESGN remit includes governance guidelines, board composition, director nominations, CSR policy and reporting, stakeholder engagement, and succession program oversight. Compensation remit includes CEO goal-setting, pay recommendations, executive pay, director pay policy, and plan administration .
- FY2025 meetings: Board held 5; ESGN 4; Compensation 4; Audit 8. No director attended fewer than 75% of aggregate Board and committee meetings on which they served; all directors attended the 2024 annual meeting .
- Independence: Board applies NYSE independence standards despite OTC listing; all nominees are independent except J. Pieter Sikkel (CEO/Chair), Jamie J. Ashton (Glendon), and Patrick J. Bartels, Jr. (Monarch). Moehring is independent under NYSE rules .
- Lead Independent Director: Robert D. George; non-management directors meet in executive session regularly .
- Shareholders Agreement: Glendon and Monarch investors retain board nomination rights and may place representatives on committees upon request—investor-affiliated directors currently sit on Audit and Compensation committees .
Committee Membership Snapshot
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Compensation | Member | 4 |
| ESGN | Chair | 4 |
Fixed Compensation
| Component (FY2025) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $150,000 |
| Stock Awards (grant-date fair value, ASC 718) | $27,522 |
| Total | $177,522 |
Director cash retainer schedule:
- Board member: $115,000; Committee Chair (non-Audit): +$25,000; Committee member (non-chair): +$10,000; Audit Chair: +$35,000 .
- Moehring’s $150,000 cash aligns with Board retainer + ESGN Chair + one committee membership .
Performance Compensation
| Equity Program Attribute | Detail |
|---|---|
| Annual director equity grant policy | Non-employee directors (excluding Glendon/Monarch employees) receive RSUs equating to $125,000 in value; FY2025 per-share valuation used: $11.40 |
| Vesting—service condition | Earned with continued service through next annual meeting; prorated if partial service |
| Vesting—additional “Vesting Condition” | Earliest of: March 31, 2031; Change in Control; or listing of common stock on a national or approved foreign exchange; condition not satisfied as of proxy date |
| Grant-date fair value recognized (Moehring) | $27,522 (ASC 718; reported without risk-of-forfeiture adjustments) |
| Alternative for investor-affiliated directors | Glendon/Monarch employees receive a $125,000 annual cash award vesting on same schedule and contingent on the Vesting Condition; Ashton’s award paid to Glendon at his request |
No explicit performance metrics (e.g., TSR, EBITDA, ESG targets) are tied to director compensation; vesting is contingent on liquidity/listing events, not operating KPIs .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Church Mutual Insurance Company | Director | No PYYX-related transaction disclosed; low conflict risk |
| Ethena, Inc. (prior) | Advisor | Prior advisory role; no PYYX-related transaction disclosed |
| CommSafe AI (prior) | Advisor | Prior advisory role; no PYYX-related transaction disclosed |
Expertise & Qualifications
- Ethics & compliance leadership (Walmart global and U.S.), corporate governance, legal, risk management, and strategic planning .
- M&A and corporate finance experience; 30+ years across public/private company environments .
- Academic and program leadership in business integrity (University of Arkansas—Walton College) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Cynthia P. Moehring | — | — |
- Hedging/pledging: Directors are prohibited from hedging or pledging Pyxus securities, including holding in margin accounts .
Governance Assessment
-
Strengths:
- Independent status; chairs ESGN with remit over governance quality, board composition, and CSR oversight—supports board effectiveness and stakeholder engagement .
- Strong attendance culture (no director <75%); structured executive sessions; presence of Lead Independent Director—supports oversight of management .
- Ethics and compliance pedigree from Walmart enhances oversight of legal/compliance risks at Pyxus .
-
Concerns and RED FLAGS:
- Investor influence: Glendon/Monarch nomination rights and committee placement authority; investor-affiliated, non-independent directors currently sit on Audit and Compensation—raises risk of conflicts in financial reporting and pay decisions; Moehring’s committee (Compensation) is chaired by a Monarch-affiliated director .
- Equity award structure for directors is contingent on a “Vesting Condition” tied to liquidity/listing or change-in-control with a backstop as far out as March 31, 2031—weak near-term ownership alignment; low ASC 718 value recognized ($27,522 vs policy target $125,000) suggests uncertainty of vesting. Potential misalignment with typical annual vest RSU structures on listed companies .
- Beneficial ownership reported as none—combined with contingent RSUs, alignment relies on future liquidity events rather than current shareholding .
-
Engagement:
- ESGN chaired by Moehring met 4 times in FY2025; remit includes shareholder proposals on CSR, governance guideline updates, and board composition—positive oversight signal .
-
Related parties:
- No Moehring-specific related-party transactions disclosed. Broader company-level related transactions include discounted repurchases of debt from Monarch-affiliated funds and a stock repurchase from a >5% holder, all approved by disinterested directors—important context for committee independence and conflict management .
-
Independence standards:
- NYSE standards applied despite OTC Basic Market; Moehring meets independence criteria; however, committee independence is diluted by investor-affiliated participants .
Overall: Moehring brings significant governance and compliance expertise and chairs the governance committee, but investor-driven committee composition and unusual director equity vesting conditions are key governance risks investors should monitor .