Richard J.C. Topping
About Richard J.C. Topping
Independent director since October 2020; age 62. Retired Vice President for global leaf sourcing at Japan Tobacco International with ~40 years in tobacco industry supply chain, procurement, and logistics across North/South America, Europe, Asia, and Africa. Tenure on the Pyxus board since the post‑restructuring period; independence affirmed under NYSE standards applied by the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Japan Tobacco International S.A. | Vice President – Global Leaf Sourcing; prior VP roles in Global Leaf Commercial and Procurement | 2004–2018 (various roles; VP Global Leaf Sourcing 2016–2018) | Led global sourcing/procurement, providing expertise in leaf sourcing strategies, logistics, and operations |
| Gallaher UK PLC | General Manager – Leaf | 2004–2007 | Operational leadership in leaf procurement and supply |
External Roles
No current or recent public company directorships disclosed for Topping in the latest proxy .
Board Governance
- Independence: Board determined Topping is independent under NYSE standards; exceptions noted only for CEO J. Pieter Sikkel and investor‑affiliated directors Jamie J. Ashton and Patrick J. Bartels .
- Committees: Member, Compensation Committee; Member, Environmental, Social, Governance and Nominating (ESGN) Committee .
- Committee Chairs: None; Compensation chaired by Bartels; ESGN chaired by Moehring .
- Attendance: Board met 5 times in FY2025; no director attended fewer than 75% of board and committee meetings; all current directors attended the 2024 annual meeting .
- Lead Independent Director: Robert D. George .
- Investor influence: Investor‑nominated non‑independent directors (Ashton—Glendon; Bartels—Monarch) serve on Audit and Compensation per Articles/shareholder agreement provisions .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (cash) | $115,000 | Standard non‑employee director retainer |
| Committee membership fees (cash) | $20,000 | $10,000 per committee (Compensation; ESGN) |
| Total cash fees (FY2025) | $135,000 | Reported in director compensation table |
Performance Compensation
| Element | Grant Value | Terms |
|---|---|---|
| Annual equity grant (RSUs) | Policy: $125,000 per non‑employee director (excl. Glendon/Monarch employees) | Valuation basis $11.40 per share; RSUs vest with continued service to next annual meeting; vesting contingent on earliest of March 31, 2031; Change in Control; or listing on a national/approved exchange (Vesting Condition). Vesting condition not satisfied as of proxy date . |
| Reported stock award value (FY2025) | $27,522 | Amount disclosed for Topping in FY2025 director compensation table . |
Equity awards for investor‑employed directors (e.g., Ashton, Monarch/Glendon) are paid as cash awards subject to the same vesting condition; Ashton’s fees were paid to Glendon; not applicable to Topping .
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Conflict Note |
|---|---|---|
| None disclosed | — | No external public boards disclosed for Topping . |
Expertise & Qualifications
- Deep tobacco industry expertise: global leaf sourcing/procurement, supply chain management, logistics, and operations across multiple geographies .
- Board adds perspective from both manufacturer and merchant sides of tobacco leaf markets, supporting procurement strategy and operational oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Richard J.C. Topping | None | — | As of May 1, 2025; 24,607,791 shares outstanding . |
| Hedging/Pledging Policy | Prohibited | — | Directors and executives barred from hedging, monetization, short positions, or pledging Company stock . |
Governance Assessment
-
Strengths:
- Independent director with deep, relevant industry and supply chain expertise; contributes to ESGN and Compensation oversight .
- Solid attendance (≥75%) and board participation; board conducts executive sessions with a Lead Independent Director .
- Director equity design aligns with long‑term “liquidity event” milestones (listing/change‑in‑control) and service continuity .
-
Risks and Potential Conflicts:
- Compensation Committee includes investor‑affiliated non‑independent directors (Ashton, Bartels) per Articles/shareholder agreement; raises pay governance independence concerns despite Topping’s independent status .
- Significant related‑party financial transactions with Monarch‑affiliated funds (discounted repurchases of notes/term loans) approved by disinterested directors; ongoing interest paid to investor‑affiliated funds ($24.4M FY2025) reflects capital structure reliance on affiliated holders; monitoring of committee processes and recusals is warranted .
- Lack of director share ownership by Topping and others (no beneficial holdings reported) may reduce “skin‑in‑the‑game”; mitigated in part by RSU program, though vesting depends on contingent events not yet satisfied .
-
Signals:
- Board applies NYSE independence standards voluntarily despite OTC market listing; positive governance signal, though committee composition exceptions exist .
- ESGN chair role active; Topping’s presence on ESGN aligns with his global operations background for sustainability oversight .
Director Compensation Detail (FY2025)
| Name | Cash Fees | Stock Awards | Total |
|---|---|---|---|
| Richard J.C. Topping | $135,000 | $27,522 | $162,522 |
Committee Assignments and Meetings (FY2025)
| Committee | Membership | Chair | Meetings Held |
|---|---|---|---|
| Compensation | Bartels (Chair), Ashton, Moehring, Topping | Bartels | 4 |
| ESGN | Moehring (Chair), Alphin, Topping | Moehring | 4 |
| Audit | George (Chair), Ashton, Bartels | George | 8 |
Board Attendance & Independence
| Metric | Value |
|---|---|
| Board meetings held (FY2025) | 5 |
| Topping attendance | ≥75% of Board/committee meetings |
| Independence status | Independent (NYSE standards) |
Related-Party Transactions Context
| Transaction | Parties | Amount/Terms | Board Safeguards |
|---|---|---|---|
| Debt Repurchase Agreement | Pyxus Holdings vs. Monarch‑affiliated funds | ~$77.9M notes repurchased for ~$60.0M + accrued; optional additional ~$34.2M notes for ~$26.3M; ~$10.3M term loans for ~$9.1M; subsequent completions through Aug 2024 | Approved by disinterested directors; terms affirmed as at least as favorable as arm’s‑length . |
| Aggregate interest paid to affiliated investors | Glendon, Monarch, Owl Creek, CI Investments (portion) | ~$24.4M interest in FY2025 | Disclosure; highlights reliance on investor‑affiliated capital . |
RED FLAGS: Compensation Committee independence dilution via investor designees; material related‑party financing transactions with investor funds even if approved by disinterested directors; absence of disclosed personal share ownership for independent directors including Topping .