Patrick J. Bartels, Jr.
About Patrick J. Bartels, Jr.
Patrick J. Bartels, Jr. (age 49) has served on Pyxus International’s Board since January 2023. He is Founder and Managing Member of Redan Advisors LLC, and previously was Managing Principal at Monarch Alternative Capital LP (2002–2018). The Board classifies him as not independent under NYSE standards; he brings deep experience in corporate governance, finance, capital markets, and M&A from extensive public and private board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monarch Alternative Capital LP | Managing Principal | Apr 2002–Nov 2018 | Investment, restructuring and governance expertise |
| Redan Advisors LLC | Founder & Managing Member | Current | Fiduciary and strategic advisory services |
External Roles
| Company/Organization | Role | Status |
|---|---|---|
| Douglas Elliman Inc. | Director | Current |
| Millrose Properties, Inc. | Director | Current |
| AgileThought Inc. | Director | Prior 5 years |
| Arch Resources, Inc. | Director | Prior 5 years |
| B. Riley Principal Merger Corp. | Director | Prior 5 years |
| B. Riley Principal Merger Corp. II | Director | Prior 5 years |
| Centric Brands | Director | Prior 5 years |
| Hexion Inc. | Director | Prior 5 years |
| Libbey Inc. | Director | Prior 5 years |
| Marblegate Acquisition Corp. | Director | Prior 5 years |
| Monitronics International, Inc. (Brinks Home) | Director | Prior 5 years |
| Noble Corporation | Director | Prior 5 years |
| Parker Wellbore | Director | Prior 5 years |
| Trinity Place Holdings Inc. | Director | Prior 5 years |
| Vanguard Natural Resources, Inc. | Director | Prior 5 years |
| View, Inc. | Director | Prior 5 years |
Board Governance
- Independence: Not independent under NYSE standards (Board applied NYSE criteria despite OTCID Basic Market listing) .
- Committee roles:
- Audit Committee member; designated “audit committee financial expert” by the Board .
- Compensation Committee Chair .
- Attendance: Board met 5 times in FY2025; no director attended fewer than 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Robert D. George .
- Shareholder nomination context: The Shareholders Agreement provides Glendon and Monarch investor nomination rights and committee inclusion upon request; Bartels was identified to the Board by the Monarch Investor .
| Committee | Membership | FY2025 Meetings |
|---|---|---|
| Audit | Robert D. George (Chair); Jamie J. Ashton; Patrick J. Bartels, Jr. | 8 |
| Compensation | Patrick J. Bartels (Chair); Jamie J. Ashton; Cynthia P. Moehring; Richard J.C. Topping | 4 |
| ESGN | Cynthia P. Moehring (Chair); John S. Alphin; Richard J.C. Topping | 4 |
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| FY2025 Director Cash Fees | $150,000 | Fees earned/paid in cash |
| FY2025 Director Stock Awards (grant-date fair value) | $27,522 | RSUs; vesting subject to “Vesting Condition” (see below) |
| FY2025 Total | $177,522 |
| Retainer Schedule (Annual) | Amount |
|---|---|
| Board Member | $115,000 |
| Audit Committee Chair | +$35,000 |
| Other Committee Chair | +$25,000 |
| Committee Member (Non-Chair) | +$10,000 |
Performance Compensation
| Equity Component | Grant policy/details | Valuation basis | Vesting schedule/conditions |
|---|---|---|---|
| Annual RSU award (non-employee directors) | Policy targets $125,000 in value; priced at $11.40/share; awards payable in common stock | Grant-date fair value reported as $27,522 for Bartels | Time-based to next annual meeting; vesting contingent upon earliest of: Mar 31, 2031; Change in Control; or listing of common stock on a national/approved foreign exchange (“Vesting Condition”) |
- Directors employed by Glendon or Monarch receive cash in lieu of equity (subject to same Vesting Condition); Ashton’s fees paid to Glendon at his request .
Other Directorships & Interlocks
- Investor influence: The Shareholders Agreement grants Glendon/Monarch nomination rights and committee participation; Bartels was identified by Monarch Investor and is not independent under NYSE standards .
- Major holders: Glendon (33.8%), Monarch (24.9%), Owl Creek (15.7%) hold significant equity stakes, concentrating governance influence .
- Related-party financing: Pyxus Holdings repurchased $77.9mm of 2027 Notes and later $34.2mm more plus $10.3mm term loans from Monarch funds at discounts; approved by disinterested directors .
Expertise & Qualifications
- Skills: Corporate governance, finance, capital markets, M&A; over two decades financial sector experience; extensive public/private board service .
- Audit expertise: Audit Committee financial expert designation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Date |
|---|---|---|---|
| Patrick J. Bartels, Jr. | — | — | As of May 1, 2025 |
- Hedging/pledging: Directors and officers are prohibited from hedging, short positions, and pledging company stock (including margin accounts) .
Say-on-Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (2025) | 19,131,952 | 74,451 | 23,453 | 1,465,486 |
| Director Election Votes (2025) | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Patrick J. Bartels, Jr. | 18,958,579 | 271,277 | 1,465,486 |
Compensation Committee Analysis
- Composition: Bartels (Chair), Ashton, Moehring, Topping .
- Consultant: Lyons, Benenson & Company Inc.; provided only Board and executive compensation consulting; reports directly to the Committee .
- Responsibilities: CEO goals and evaluation; recommend CEO pay; approve pay plans for other officers; review and recommend director compensation; administer equity plans .
Governance Assessment
- Strengths:
- Active committee leadership; Bartels chairs Compensation and is designated an audit committee financial expert, supporting board oversight of pay and financial reporting .
- Clean Section 16 compliance record reported for FY2025 .
- Say-on-pay and all directors (including Bartels) received strong support at the 2025 annual meeting .
- Concerns/RED FLAGS:
- Not independent under NYSE standards; identified by Monarch Investor and serves on Audit and Compensation committees, which can affect perceived independence of oversight, especially given investor nomination rights and committee inclusion provisions .
- Minimal “skin-in-the-game”: no reported beneficial ownership as of May 1, 2025; RSUs have long-dated or contingent vesting, limiting immediate alignment .
- Related-party exposure: Multiple discounted debt repurchases from Monarch funds required disinterested director approval, underscoring potential conflicts linked to investor affiliates; continued monitoring of transaction approvals and recusals is warranted .
- Additional governance context:
- Lead Independent Director structure in place; executive sessions held regularly .
- Audit and Compensation committee charters available; independence not required by OTCID market listing but the Board applies NYSE independence standards in evaluations .
Insider trading check: No Form 4 transactions for “Patrick J. Bartels” at PYYX were found from 2023-01-01 to 2025-11-20 (insider-trades skill query; Section 16(a) reports were timely filed per proxy) .
Related Party Transactions (Conflict Review)
- Debt repurchase agreement with Monarch-affiliated funds: $77.9mm of 2027 Notes at ~23% discount (plus accrued/fees) on Mar 28, 2024; optional additional ~$34.2mm notes and ~$10.3mm term loans also acquired; all approved by disinterested directors as arm’s-length .
- Stock repurchase: 392,156 shares from CI Investments (~$1.0mm) approved by disinterested directors; CI ceased to be >5% holder post-transaction .
- Aggregate interest paid to investor-affiliated funds (FY2025): ~$24.4mm .
Key Shareholder Structure
| Beneficial Owner | Shares | % of Class | Notes |
|---|---|---|---|
| Glendon Capital Management LP et al. | 8,315,159 | 33.8% | Voting/disposition powers outlined; Cayman fund addresses noted |
| Monarch Alternative Capital LP et al. | 6,125,071 | 24.9% | Fund-level holdings detailed; shared voting/disposition |
| Owl Creek Asset Management, L.P. et al. | 3,865,355 | 15.7% | Sole voting/disposition |
Notes on Meeting Structure and Board Leadership
- CEO also serves as Chair; Lead Independent Director (George) presides over executive sessions; Board may revisit separation of roles based on circumstances .
- Virtual annual meeting logistics and voting mechanics detailed; final vote results disclosed via 8-K .