Dustin L. Styons
About Dustin L. Styons
Dustin L. Styons, age 43, is Interim Chief Financial Officer and Executive Vice President – Business Strategy & Sales at Pyxus International. He was appointed Interim CFO effective February 28, 2025, after serving as EVP – Business Strategy & Sales since September 2023 and previously leading Corporate Finance & Business Development; he has held progressively senior finance roles at Pyxus and its predecessors since at least 2017, including CFO of Alliance One International (AOI) beginning September 2020 . Company performance over the last three fiscal years shows improving profitability and shareholder value: net income moved from a $39.1 million loss (FY2023) to $2.7 million (FY2024) and $15.2 million (FY2025), while a $100 TSR baseline grew to $82.76 (FY2023), $206.90 (FY2024), and $275.86 (FY2025) . FY2025 AIP was driven by Adjusted EBITDA and Corporate Operational EBITDA, with actuals of $208.41 million and $143.82 million, respectively, exceeding targets set by the Compensation Committee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pyxus International, Inc. | Interim Chief Financial Officer; EVP – Business Strategy & Sales | Feb 2025–present (CFO); Sep 2023–present (EVP) | Finance leadership, enterprise strategy, sales execution; SEC certifications as principal financial officer |
| Pyxus International, Inc. | VP, Corporate Finance & Business Development | May 2021–Sep 2023 | Capital allocation, BD, FP&A governance |
| Alliance One International (AOI) | Senior Vice President & CFO | Sep 2020–May 2021 | Subsidiary finance leadership post-restructuring |
| Pyxus predecessor | Regional Financial Director, North & Central America; prior FP&A, Risk, Treasury, Corporate Audit | Feb 2017–Sep 2020; earlier | Regional financial operations; enterprise risk and treasury |
External Roles
No external public-company directorships or outside board roles disclosed for Styons .
Fixed Compensation
| Metric (FY 2025) | Amount |
|---|---|
| Base Salary ($) | $393,120 |
| Target Bonus (% of Salary) | 75% |
| Actual AIP Bonus Paid ($) | $518,336 |
| All Other Compensation ($) | $83,179 (includes $10,483 401k match; $67,231 SRAP contribution) |
| Total Compensation ($) | $1,340,435 |
Performance Compensation
Annual Incentive Plan (FY 2025)
| Business Results Metric | Weighting | Threshold ($000) | Target ($000) | Stretch ($000) | Actual ($000) | Payout (Styons) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 70% | 148,000 | 185,000 | 222,000 | 208,410 | AIP bonus paid $518,336 |
| Corporate Operational EBITDA | 30% | 95,256 | 119,071 | 142,885 | 143,816 | AIP bonus paid $518,336 |
Notes:
- Threshold, target, and stretch levels set to promote pay-for-performance; actuals exceeded targets in both components .
Equity Incentives (Granted May 10, 2024)
| Award Type | Grant (Units) | Performance Metric | Vesting Schedule | Payout Levels |
|---|---|---|---|---|
| Time-vesting RSUs | 70,000 | Continued employment plus Vesting Event | Equal installments on May 10, 2025; Mar 31, 2026; Mar 31, 2027; vest contingent on earliest of (i) Mar 31, 2031; (ii) Change in Control; or (iii) listing on a national or approved foreign exchange (“Vesting Event”) | N/A |
| Performance-based RSUs (PRSUs) – Target | 52,500 | Per-share price at Liquidity Event (Change in Control or listing) | Generally eligible to vest Mar 31, 2027; requires Liquidity Event and continued employment (with limited exceptions) | 50% threshold; 100% target; 200% maximum; linear interpolation |
| Amended legacy RSUs (pre-5/10/2024) | 28,800 | Vest upon Vesting Event (Listing Condition replaced) | Vest upon Vesting Event (deemed satisfied no later than Mar 31, 2031) | N/A |
Grant valuation disclosures:
- Stock awards value for Styons in FY2025: $345,800; performance-based RSUs valued at $0 at grant for FY2025 accounting since Liquidity Event was not probable as of Mar 31, 2025 .
- Maximum disclosure scenario (200% PRSU payout) would equate to $713,300 reported value for Styons across FY2025 equity disclosures .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Shares Owned | 0 (no common shares reported as of May 1, 2025) |
| Ownership % of Outstanding | 0.0% of 24,607,791 shares outstanding |
| Unvested RSUs (legacy amended) | 28,800 units; market value $115,200 at $4.00 closing price (Mar 31, 2025) |
| Unvested RSUs (May 2024 grant) | 70,000 units; market value $280,000 at $4.00 closing price |
| Unearned PRSUs – threshold presentation | 26,250 units; payout value $105,000 at $4.00 closing price |
| Performance PRSUs – target units | 52,500 units (at target) |
| Hedging/Pledging | Prohibited for directors and executive officers (no margin pledging permitted) |
Alignment observations:
- RSUs and PRSUs are subject to Vesting/Liquidity Event triggers (single-trigger upon Change in Control or listing), creating strong event-driven alignment and limited near-term sell pressure until such events occur .
Employment Terms
| Provision | Key Terms |
|---|---|
| Executive Severance Plan (adopted 6/12/2024) | If terminated without Cause or resigns for Good Reason: 1.5× base salary plus target annual bonus, paid in installments over 18 months; prorated actual annual bonus for year of termination; if termination within 12 months after Change in Control: bonus multiple increases to 1.5× for covered officers; subject to 280G best-net cutdown; contingent on release and restrictive covenants; subject to recoupment policy |
| Change-in-Control treatment of equity | Committee may replace, cash-out, or cancel outstanding awards based on per-share consideration; benefits reduced to avoid excise tax unless greater after-tax benefit by paying tax; no option/SAR repricing without shareholder approval |
| Nonqualified Deferred Compensation (PYX SRAP) | Styons participates; pay credit 7.5% of base salary + non-equity incentive; interest credit 5.28% for FY2025; vested after five years; benefits forfeitable for cause; non-compete required (forfeiture on violation), but non-compete does not apply after change in control; benefits typically paid over 120 months post-separation (lump sum if <$100,000) |
Compensation Committee Analysis
- Committee chaired by Patrick J. Bartels; members: Ashton, Moehring, Topping; met 4 times in FY2025 .
- Independent compensation consultant Lyons, Benenson & Company Inc. advises the Committee on executive and board compensation; no other services provided in FY2025; CEO recommends compensation for other officers (excluding himself) .
Performance & Track Record
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Net Income (Loss), $mm | (39.1) | 2.7 | 15.2 |
| Value of $100 Investment (TSR) | 82.76 | 206.90 | 275.86 |
Additional FY2025 operational metrics used for incentives:
- Adjusted EBITDA actual $208.41 million vs target $185.00 million .
- Corporate Operational EBITDA actual $143.82 million vs stretch $142.89 million .
Governance and Shareholder Matters
- Advisory “Say-on-Pay” proposal to be presented at the Aug 14, 2025 annual meeting; vote is non-binding but considered by the Committee .
- No individual insider beneficial ownership above 5% reported for Styons; major shareholders include Glendon (33.8%), Monarch (24.9%), Owl Creek (15.7%) .
Investment Implications
- Pay-for-performance linkage: FY2025 AIP paid on exceeding EBITDA targets; equity mix emphasizes event-contingent RSUs/PRSUs tied to listing or change in control, aligning executives with strategic liquidity outcomes rather than short-term stock price moves .
- Retention risk: The Executive Severance Plan (1.5× salary + target bonus; enhanced bonus multiple post-CIC) and long-dated Vesting Event (no later than Mar 31, 2031) reduce near-term attrition risk but concentrate realizable value around a Liquidity/CIC event, potentially elevating strategic execution risk focus .
- Insider selling pressure: Limited near-term pressure given Vesting Event precondition; potential episodic pressure at listing or CIC when large RSU/PRSU tranches could vest and be monetized; PRSUs scale up to 200% at maximum per-share price levels, magnifying event-day supply dynamics .
- Alignment safeguards: Strict hedging/pledging prohibitions and clawback provisions on equity awards support governance quality; CIC provisions permit cash-out/ substitution of awards, with 280G best-net cutdown reducing tax-driven inefficiency .