J. Pieter Sikkel
About J. Pieter Sikkel
President & CEO of Pyxus International since August 2020 and director since August 2020; previously CEO of the predecessor “Old Pyxus” from March 2013, following senior roles including President (2010–2013) and EVP, Business Strategy (2007–2010). Age 61. His compensation is tied primarily to Adjusted EBITDA and Corporate Operational EBITDA performance, which exceeded targets in FY2025, and long-term equity awards that vest upon a defined “Liquidity Event” (listing or change in control) or by March 31, 2031, aligning upside to value realization events .
Pay-versus-performance context (company-disclosed):
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Value of $100 Initial Investment (TSR) | $82.76 | $206.90 | $275.86 |
| Net Income (Loss) ($mm) | $(39.1) | $2.7 | $15.2 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Pyxus (predecessor “Old Pyxus”) | CEO | 2013–2020 | Led operating turnaround efforts; deep domain expertise in leaf tobacco |
| Pyxus (predecessor) | President | 2010–2013 | Corporate leadership and execution |
| Pyxus (predecessor) | EVP, Business Strategy & Relationship Mgmt | 2007–2010 | Strategy and partner engagement |
| Pyxus (predecessor) | Regional Director, Asia | 2005–2007 | Regional operating leadership |
| Standard Commercial | Regional Director Asia; China Country Manager; roles in Korea/Philippines/Thailand | 1983–2005 | Asia leadership; operations in multiple markets |
External Roles
No external public-company directorships disclosed for Sikkel in the director biography section of the proxy .
Fixed Compensation
| Component | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $746,750 | $780,354 | $831,077 |
| Target Bonus (% of base) | 100% | 100% | 100% |
| All Other Compensation ($) | $101,875 | $180,539 | $262,094 |
Notes: FY2025 “All Other” includes 401k match ($15,807) and Company contribution to nonqualified deferred comp ($221,644) . He participates in the PYX SRAP (pay credit 10%; FY2025 interest credit rate 5.28%) .
Performance Compensation
Annual Incentive Plan (AIP) – Payouts
| Item | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| AIP Bonus Paid ($) | $889,678 | $1,385,363 | $1,461,054 |
FY2025 AIP performance design and outcomes
| Business Results Metric | Weight | Threshold ($000) | Target ($000) | Stretch ($000) | Actual ($000) |
|---|---|---|---|---|---|
| Adjusted EBITDA | 70% | 148,000 | 185,000 | 222,000 | 208,410 |
| Corporate Operational EBITDA | 30% | 95,256 | 119,071 | 142,885 | 143,816 |
Plan mechanics: Threshold→payouts begin; Target→100%; Stretch→200%; interpolation between points .
Long-Term Equity – RSUs and PSUs (granted May 10, 2024)
| Award | Units | Key vesting terms | Performance link |
|---|---|---|---|
| RSUs (time-based) | 166,000 | 1/3 on 5/10/2025; 1/3 on 3/31/2026; 1/3 on 3/31/2027, in each case contingent on the earliest of: (i) March 31, 2031; (ii) Change in Control; or (iii) listing of common stock (“Vesting Event”) | Time-based; contingent on Vesting Event |
| PSUs (target) | 124,500 | Eligible to vest (generally on 3/31/2027) upon a “Liquidity Event” (listing or Change in Control), with continued employment exceptions; 50%/100%/200% payout at threshold/target/maximum per-share price at Liquidity Event (linear interpolation) | Share-price at Liquidity Event drives payout multiple |
Amendment of prior RSUs: 144,000 RSUs granted before May 10, 2024 were modified on May 10, 2024 to vest upon the Vesting Event (no later than March 31, 2031) and the continued employment condition had been satisfied as of that date .
Outstanding equity at FY2025 year-end (3/31/2025):
| Award | Units | Mark-to-market value |
|---|---|---|
| Pre-5/10/24 RSUs (contingent on Vesting Event) | 144,000 | $576,000 (@ $4.00) |
| FY2025 RSUs (contingent on Vesting Event) | 166,000 | $664,000 (@ $4.00) |
| FY2025 PSUs (presented at threshold level) | 62,250 | $249,000 (@ $4.00) |
Clawback: Awards include recoupment provisions for misconduct, reputational damage, or restatements .
Equity Ownership & Alignment
- Beneficial ownership: The proxy’s management ownership table shows “—” for Sikkel’s beneficially owned shares as of May 1, 2025 (unvested RSUs/PSUs not counted as beneficial ownership) .
- Hedging/pledging: Company prohibits hedging/monetization and pledging of Company stock by directors and executive officers (including margin accounts) .
- Plan overhang context at 5/31/2025: 24,607,791 shares outstanding; RSUs earned for vesting (service) 1,164,865; RSUs not yet earned 559,225; unvested PSUs at max 1,105,500; 782,566 shares available for future awards .
Implication: Limited reported beneficial ownership today and sizable unvested awards contingent on a listing/Change in Control or 2031 time trigger can bunch future supply at a Liquidity Event or at March 31, 2031 .
Employment Terms
| Term | Economics / Restrictions |
|---|---|
| Employment agreement (effective 3/1/2013; assumed by Pyxus post-restructuring) | If terminated without cause, resigns for good reason, or resigns for change-in-control good reason within 12 months post-CIC: severance equals 2× base salary, paid over 24 months; up to 2 years healthcare continuation and up to $25,000 outplacement. Disability: 18 months at 2/3 salary. Non-compete 12 months post-termination; non-solicit 24 months . |
| Executive Severance Plan (approved 6/12/2024) | For CEO upon termination without Cause or for Good Reason: 2 years of base salary plus 2× target annual bonus (if within 12 months post-CIC; otherwise 2 years salary plus 1× target bonus over 2 years for CEO) paid in installments; pro-rated actual-year bonus; 280G cut-down if beneficial; subject to release and restrictive covenants; clawback policy applies . |
| Deferred compensation (PYX SRAP) | Pay credits: 10% of salary and annual incentive; interest credit rate capped; FY2025 rate 5.28%; 120 monthly installments after separation; forfeiture for cause or non-compete violation (non-compete waived post-CIC) . |
Board Governance
- Board service: Director since August 2020; CEO also serves as Chair; Lead Independent Director is Robert D. George .
- Independence: Board determined Sikkel is not independent; Ashton and Bartels also not independent .
- Committees: Sikkel is not a member of Audit, Compensation, or ESGN; FY2025 committee meeting counts: Audit 8; Compensation 4; ESGN 4 .
- Board meetings: Five meetings in FY2025; no director <75% attendance .
- Dual-role implications: Combined Chair/CEO role mitigated by Lead Independent Director structure; however, concentrated investor influence from Glendon/Monarch shapes board composition and chair selection under the Shareholders Agreement .
Compensation Structure Analysis
- Cash vs equity mix: FY2025 added $1.085mm in equity awards and recognized catch-up expense from amending prior RSUs, versus no stock awards reported in FY2024; this increases equity-at-risk exposure after a zero-equity year, though vesting hinges on a Liquidity Event/2031 .
- Pay-for-performance: AIP metrics are EBITDA-centric; FY2025 actuals exceeded targets on both Adjusted EBITDA and Corporate Operational EBITDA, supporting above-target cash bonus outcomes (CEO AIP = $1.461mm) .
- Metric complexity/changes: The 2024 amendment extended the listing contingency to 2031 for pre-2024 RSUs, effectively converting to a time-certain vesting if no listing or CIC occurs—supportive of retention but introduces potential “guaranteed” vest at a future date .
- Clawbacks: Present and expanded under severance plan policy references .
Related Party and Risk Indicators
- Related-party employment: Sikkel’s adult daughter employed by Pyxus; FY2025 compensation $190,510; Sikkel not involved in setting her terms or supervision .
- Capital structure sponsors: Significant ownership and debt relationships with Glendon, Monarch, and Owl Creek; accrued interest to affiliated investors totaled ~$24.4mm in FY2025; board approvals noted for related transactions .
- Policies: Prohibitions on hedging/pledging mitigate alignment risks; combined Chair/CEO and investor designation rights warrant independent oversight focus .
Director Compensation (context)
Employee-directors (including Sikkel) receive no director fees; non-employee director retainers and RSU/cash structures disclosed separately (Sikkel’s compensation appears only in executive compensation tables) .
Multi‑Year CEO Compensation Detail
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | 746,750 | 780,354 | 831,077 |
| Stock Awards ($) | 0 | 0 | 1,085,000 |
| Non-Equity Incentive (AIP) ($) | 889,678 | 1,385,363 | 1,461,054 |
| All Other Comp ($) | 101,875 | 180,539 | 262,094 |
| Total ($) | 1,738,303 | 2,346,256 | 3,639,225 |
Equity Grant and Vesting Summary (current awards)
| Award Type | Units | Vesting cadence | Contingency |
|---|---|---|---|
| RSUs (granted 5/10/2024) | 166,000 | 1/3 in 2025/2026/2027 | Requires “Vesting Event”: (i) 3/31/2031 or earlier upon listing/CIC |
| PSUs (target; granted 5/10/2024) | 124,500 | Generally eligible on 3/31/2027 | Requires “Liquidity Event” (listing/CIC); payout 50–200% based on per-share price |
| Amended RSUs (pre‑2024 grants) | 144,000 | Upon Vesting Event | Continued service condition already satisfied; Vesting Event no later than 3/31/2031 |
Say‑on‑Pay & Shareholder Feedback
- Annual say‑on‑pay proposal presented; Board recommends “FOR” . (No approval percentages disclosed.)
Expertise & Qualifications
Four decades in leaf tobacco supply chain and global operations; extensive Asia leadership and longstanding knowledge of Pyxus’ operations (Old Pyxus CEO since 2013; roles since 2007) .
Investment Implications
- Incentive alignment: Heavy reliance on EBITDA for annual bonuses and a Liquidity Event trigger for equity aligns executive upside with deleveraging/profitability and value realization via listing or strategic transaction, supporting medium-term catalyst-driven behavior .
- Supply overhang timing: The Liquidity Event/2031 vesting construct concentrates potential share issuance around a listing/CIC or by 3/31/2031, implying episodic insider supply risk at those events (monitor for listing/CIC milestones) .
- Retention vs. performance risk: The 2024 amendment extending RSU vesting contingency to 2031 bolsters retention through a long-dated time trigger but reduces performance contingency on legacy awards; watch future grant mix and performance hurdles .
- Governance mitigants and flags: Combined Chair/CEO with a Lead Independent Director and strong hedging/pledging prohibitions are positives; significant sponsor influence and related-party financing necessitate continued independent oversight scrutiny .
Data sources: Pyxus DEF 14A (2025, 2024, 2023) and Form 8‑K as cited above.