Jamie J. Ashton
About Jamie J. Ashton
Jamie J. Ashton (age 33) has served as a director of Pyxus International, Inc. since October 2022. He is Principal at Glendon Capital Management LP (since February 2024), after prior roles at Glendon as Senior Vice President (Dec 2021–Feb 2024), Vice President (Dec 2020–Dec 2021), and Associate (Aug 2018–Dec 2020); earlier he was an investment analyst at Invus Financial Advisors LLC and a Business Analyst at McKinsey & Company . The Board has determined Mr. Ashton is not independent under NYSE rules; he serves on the Audit and Compensation Committees and attended at least 75% of Board/committee meetings in FY2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glendon Capital Management LP | Principal | Feb 2024–present | Financial analytical expertise applied to Board work |
| Glendon Capital Management LP | Senior Vice President | Dec 2021–Feb 2024 | — |
| Glendon Capital Management LP | Vice President | Dec 2020–Dec 2021 | — |
| Glendon Capital Management LP | Associate | Aug 2018–Dec 2020 | — |
| Invus Financial Advisors LLC | Investment Analyst | Dec 2016–Aug 2018 | — |
| McKinsey & Company | Business Analyst | Not disclosed (prior to 2016) | — |
External Roles
| Category | Disclosure |
|---|---|
| Other public company directorships | None disclosed in the proxy |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Not independent under NYSE rules |
| Committee assignments | Audit Committee (member) ; Compensation Committee (member) |
| Committee chair roles | None (Audit Chair: Robert D. George; Compensation Chair: Patrick J. Bartels, Jr.) |
| FY2025 meetings | Audit: 8; Compensation: 4; ESGN: 4 |
| Board meetings (FY2025) | 5 meetings; no director <75% attendance; all current directors attended 2024 annual meeting |
| Lead Independent Director | Robert D. George |
| Investor nomination rights | Shareholders Agreement grants Glendon and Monarch nomination/committee inclusion rights |
Fixed Compensation
| Name | Fiscal Year | Cash Fees | Equity Awards | Total |
|---|---|---|---|---|
| Jamie J. Ashton | FY2025 | $260,000 | $0 | $260,000 |
| Notes | Fees paid directly to Glendon Capital Management LP at his request; receives annual cash award of $125,000 in lieu of equity, vesting subject to “Vesting Condition” (listing/Change in Control or 3/31/2031) |
Director retainer schedule (applies to all non-employee directors):
| Type of Service | Annual Retainer |
|---|---|
| Board Member | $115,000 |
| Audit Committee Chair | +$35,000 |
| Other Committee Chair | +$25,000 |
| Committee Member (Non-Chair) | +$10,000 |
Equity grants policy for non-employee directors (excluding Glendon/Monarch employees):
- Annual RSU grants targeted at $125,000 value, vesting contingent on continued service through next annual meeting and the “Vesting Condition” (listing/Change in Control or March 31, 2031); FY2025 grant price reference $11.40 per share; Vesting Condition not satisfied as of proxy date .
Performance Compensation
| Element | Metric | Target/Weighting | Outcome |
|---|---|---|---|
| Director equity awards (general policy) | Time-based RSUs for eligible directors; no performance metrics | N/A | Vesting contingent on “Vesting Condition”; no performance measures disclosed |
| Ashton (Glendon employee) | Annual cash award in lieu of equity | N/A | Vests subject to continued service and “Vesting Condition”; no performance measures disclosed |
Other Directorships & Interlocks
| Entity | Relationship to PYYX | Shares | Percent of Class | Notes |
|---|---|---|---|---|
| Glendon Capital Management, L.P., et al. | Beneficial owner | 8,315,159 | 33.8% | Ashton is a Principal at Glendon ; Shareholders Agreement grants nomination/committee rights to Glendon |
| Monarch Alternative Capital LP, et al. | Beneficial owner | 6,125,071 | 24.9% | Nomination/committee rights under Shareholders Agreement |
| Owl Creek Asset Management, L.P., et al. | Beneficial owner | 3,865,355 | 15.7% | — |
Related-party and investor-linked transactions/context:
- Debt Repurchase Agreement with Monarch-affiliated funds to repurchase $77.9mm principal of 8.50% Senior Secured Notes (for ~$60.0mm), plus optional additional $34.2mm notes and $10.3mm term loans; executed across Mar–Aug 2024 and approved by disinterested directors .
- Aggregate interest expense paid to Investor-Affiliated Funds (Glendon, Monarch, Owl Creek, CI Investments portion) in FY2025: ~$24.4mm .
Expertise & Qualifications
- Significant financial analytical skills and insights from investment management and consulting experience .
- Brings capital markets and transactional perspective aligned with large shareholder oversight .
Equity Ownership
| Name | Shares Beneficially Owned | Percent of Class | Hedging/Pledging |
|---|---|---|---|
| Jamie J. Ashton | — (none disclosed) | — | Company prohibits hedging and pledging by directors/officers |
Section 16(a) compliance: All required insider reports were timely filed for FY2025 .
Governance Assessment
- Committee assignments and independence: Ashton is not independent under NYSE rules and serves on Audit and Compensation Committees, aligning with investor nomination rights; this reduces committee independence but is permitted given OTC market status and Shareholders Agreement provisions .
- Alignment and incentives: Ashton holds no personal PYYX shares and his director compensation is predominantly cash (including $125,000 cash in lieu of equity paid to Glendon), limiting “skin-in-the-game”; however, Glendon’s 33.8% ownership provides strong investor representation .
- Engagement: Attendance thresholds met; Board held five meetings; Lead Independent Director in place; independent compensation consultant retained for executive and board pay, with no other services provided—positive for governance process .
- Conflicts/related-party exposure: Material financial linkages to significant investors via debt holdings and interest payments (~$24.4mm) and the Monarch debt repurchases approved by disinterested directors—requires continued monitoring for fairness and arm’s-length treatment .
RED FLAGS
- Non-independence combined with service on Audit and Compensation Committees (potential conflict and perception risk) .
- Zero personal stock ownership; compensation routed to Glendon; weaker individual ownership alignment .
- Ongoing transactions with investor-affiliated funds (interest payments; debt repurchases) necessitate robust oversight and recusal practices .
Potential mitigating factors
- Disinterested director approvals for related-party transactions; prohibition on hedging/pledging; use of independent compensation consultant; presence of Lead Independent Director and executive sessions .