John S. Alphin
About John S. Alphin
Independent director since January 2023 (age 51). Founder and Principal of JSAlphinConsulting LLC (since July 2022) and previously President of Alphin Insurance, LLC; earlier spent 24 years at British American Tobacco, most recently serving as Head of Global Leaf Sourcing (Sep 2015–Dec 2021), with prior senior roles including Brazil Head of Agri-Exports and Head of Global Supplier Management . His background provides the Board with expertise in global supply chains, tobacco/agricultural industry dynamics, strategy, operational efficiencies, and sustainability program implementation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| British American Tobacco | Head of Global Leaf Sourcing | Sep 2015–Dec 2021 | Led global sourcing; supply chain, procurement, and sustainability expertise |
| British American Tobacco | Brazil Head of Agri-Exports; Head of Global Supplier Management | Not specified | Senior roles across sourcing and supplier management |
| Alphin Insurance, LLC | President | Prior to/and noted March 2024 | Operated retail insurance agency; small/mid-sized business focus |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| JSAlphinConsulting LLC | Founder & Principal | Since July 2022 |
| Alphin Insurance, LLC | Founder/President | Since March 2024 (and previously) |
Board Governance
- Committee assignments: Member, ESGN Committee; not on Audit or Compensation .
- Committee chair roles: None; ESGN chaired by Cynthia P. Moehring; Audit chaired by Robert D. George; Compensation chaired by Patrick J. Bartels .
- Committee meetings FY2025: Audit 8; Compensation 4; ESGN 4 .
- Independence: Board determined Alphin is independent under NYSE rules; non-independent nominees are Sikkel, Ashton, and Bartels .
- Attendance and engagement: Board held five meetings in FY2025; no director attended fewer than 75% of aggregate Board and committee meetings on which they served; non-management directors meet in executive session, presided by Lead Independent Director Robert D. George .
- Risk oversight: Audit Committee holds primary responsibility; Board integrates risk management into strategy and operations .
Fixed Compensation
| Item | FY2025 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $125,000 | Matches Board member retainer $115,000 + one committee membership $10,000 |
| Annual Retainer Schedule | Board Member: $115,000; Audit Chair: +$35,000; Other Committee Chair: +$25,000; Committee Member (Non-Chair): +$10,000 | Paid quarterly; prorated for partial service |
Performance Compensation
| Equity Component | FY2025 Value | Key Terms |
|---|---|---|
| Stock Awards (RSUs) | $27,522 (grant date fair value) | Annual director equity grants generally target $125,000 in value using $11.40 per-share valuation; awards payable in common stock and subject to service through next annual meeting, plus an additional Vesting Condition: earliest of March 31, 2031, Change in Control, or listing of common stock on a registered exchange; Vesting Condition not satisfied as of proxy date |
- Performance metrics: No performance-based metrics disclosed for director equity (no EBITDA/TSR/ESG conditions); RSUs are time-based and contingent on corporate events/listing/CoC triggers .
- Options: No option awards disclosed for directors .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No public company directorships for Alphin cited; investor-affiliated directors (Glendon/Monarch) serve on committees per governing documents, but Alphin is independent and not listed as investor-affiliated . |
Expertise & Qualifications
- Deep tobacco and agricultural industry experience; global sourcing, supplier management, and sustainability program leadership .
- Strategic and operational consulting experience serving small/mid-sized enterprises .
- Brings insights on complex global supply chains relevant to Pyxus .
Equity Ownership
| As of Date | Shares Beneficially Owned | % of Class | Shares Outstanding |
|---|---|---|---|
| May 1, 2025 | — | — | 24,607,791 |
- Hedging/pledging: Policies prohibit directors/executives from hedging or pledging company stock, including margin accounts and derivatives .
- Ownership guidelines: Not disclosed for directors in proxy; annual RSU grants exist but remain unvested until long-dated/event-based Vesting Condition is met .
Governance Assessment
- Committee effectiveness: Alphin serves on ESGN, which covers sustainability, stakeholder engagement, governance guidelines, director nominations, board evaluations, and succession oversight—aligned with his sustainability and supply chain background .
- Independence and attendance: Independent under NYSE standards; met attendance threshold; participates in a Board with regular executive sessions and a designated Lead Independent Director .
- Compensation alignment: Cash retainer reflects board and one committee role; equity grants exist but with atypical Vesting Condition requiring listing/CoC or 2031, which may limit near-term ownership alignment and create uncertainty around equity realization for independent directors .
- Ownership signal: No reported beneficial ownership as of May 1, 2025—weak “skin in the game” signal; however, RSUs awarded are unvested due to Vesting Condition not yet met .
- Related-party exposure: Proxy related-party disclosures focus on investor-affiliated funds (Glendon/Monarch/Owl Creek/CI) and a CEO family employment matter; Alphin is not named in related-party transactions—no conflicts identified in the filing for him .
- Committee composition risk: Audit and Compensation committees include non-independent directors (Ashton/Bartels) given OTC listing and governing documents—potential governance quality concern versus exchange standards, though permissible under current listing status; Alphin is not on those committees .
- Compliance: Section 16(a) reports for directors were timely filed—positive compliance signal .
RED FLAGS
- Zero beneficial ownership reported as of May 1, 2025—limited alignment unless/until RSUs vest .
- Unusual RSU Vesting Condition (earliest of 2031/Change in Control/listing), not satisfied as of proxy—equity alignment deferred and contingent on corporate events outside director performance .
- Non-independent members on Audit and Compensation committees—elevated governance risk relative to typical exchange-listed standards .