Scott A. Burmeister
About Scott A. Burmeister
Scott A. Burmeister (age 48) is Executive Vice President and Chief Operating Officer of Pyxus International, appointed September 12, 2023, following 27–28 years of multinational operating experience across Alliance One International subsidiaries in EMEA, Turkey, Bulgaria, Zimbabwe, and Kyrgyzstan, beginning in 1996 as a leaf buyer . During his tenure as COO (FY2024–FY2025), Pyxus reported cumulative TSR of $206.90 (FY2024) rising to $275.86 (FY2025) and net income of $2.7 million (FY2024) improving to $15.2 million (FY2025); FY2025 AIP metrics were achieved above target with Adjusted EBITDA of $208.410 million and Corporate Operational EBITDA of $143.816 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pyxus / AOI | Executive Vice President – COO | Sep 2023–present | Senior operating leadership over global operations |
| AOI | Regional Director, Europe, Middle East & Africa | Sep 2020–Sep 2023 | Regional oversight in EMEA |
| AOI | Managing Director, Turkey; Regional Director, Europe | From Oct 2015 | European regional leadership |
| AOI (Bulgaria) | Managing Director | From Jan 2010 | Country leadership (Bulgaria) |
| AOI (Bulgaria) | Sales Director | 2008 | Sales leadership |
| AOI predecessors | Various roles in Zimbabwe & Kyrgyzstan; Leaf buyer (career start) | 1996 onward | Early-career operations and sourcing |
External Roles
No external public company directorships or committee roles were disclosed in the cited filings.
Fixed Compensation
| Metric | FY 2025 | FY 2024 |
|---|---|---|
| Base Salary ($) | $427,350 | $374,114 |
| Target Bonus (% of Salary) | 75% | 75% (per promotion letter and ongoing AIP target) |
| Actual AIP Bonus Paid ($) | $568,626 | $558,137 |
| All Other Compensation ($) and Detail | $161,718 (Housing $33,425; Auto $19,562; Education $76,679; Global Pension Plan contribution $32,051) | $146,401 (Housing $33,775; Auto $19,767; Education $64,794; Global Pension Plan contribution $28,065) |
| Currency Basis for Allowances | Paid in Euros (converted to USD at month-end rates) | Paid in Euros (converted to USD at month-end rates) |
| Promotion Terms (Sep 2023) | Base salary €389,000; AIP target increased from 40% to 75%; eligible for LTIP; reports to CEO | — |
Performance Compensation
Annual Incentive Plan (AIP) – FY 2025 Corporate Metrics and Outcomes
| Metric | Weighting | 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 |
- AIP structure: Threshold, Target (100% payout), Stretch (200% payout) with interpolation; executive AIP target percentages set by role (Burmeister: 75%) .
- Actual FY2025 AIP payout for Burmeister: $568,626 .
Equity Awards and Vesting Mechanics
| Award Type | Grant/Amendment Date | Quantity | Vesting Schedule | Key Conditions |
|---|---|---|---|---|
| RSUs (pre–May 10, 2024, amended May 10, 2024) | Amended May 10, 2024 | 27,000 unvested | Vest upon satisfaction of “Vesting Event” | Vesting Event occurs at earliest of: Mar 31, 2031; Change in Control; listing of common stock on national/approved foreign exchange |
| RSUs (FY2025 grants) | FY2025 | 70,000 unvested | Equal installments on May 10, 2025; Mar 31, 2026; Mar 31, 2027, subject to Vesting Event | Vesting contingent on Vesting Event (same triggers) |
| PSUs (FY2025 grants) | FY2025 | 26,250 threshold units unearned | Generally eligible to vest Mar 31, 2027, subject to Liquidity Event | Payouts based on per-share price at Liquidity Event: 50% threshold; 100% target; 200% max; occurrence not probable as of Mar 31, 2025 (no expense recognized) |
- Clawback: RSU/PSU awards include recoupment provisions enabling cancellation/forfeiture/recovery for defined prohibited activity or misconduct, including restatements .
Equity Ownership & Alignment
| Component | Quantity | Market/Payout Value Basis | Notes |
|---|---|---|---|
| Unvested RSUs (pre–May 10, 2024 awards) | 27,000 | $108,000 at $4.00/share (Mar 31, 2025) | Amended to vest upon Vesting Event |
| Unvested RSUs (FY2025) | 70,000 | $280,000 at $4.00/share (Mar 31, 2025) | Three equal installment dates subject to Vesting Event |
| Performance-based RSUs (threshold presentation) | 26,250 | $105,000 payout value basis at $4.00/share (threshold) | Payout tied to Liquidity Event price schedule; vest generally Mar 31, 2027 |
| Options | — | — | No option awards disclosed for Burmeister in FY2024–FY2025 |
| Pledging/Hedging | — | — | No pledging disclosures found in cited documents |
Stock ownership guidelines or compliance status were not disclosed for Burmeister in the cited filings.
Employment Terms
- Employment contract: Executed Dec 30, 2019 (Alliance One International Services Limited), amended Aug 31, 2020 and Sep 12, 2023; provides base salary, AIP participation, and allowances (annual housing, monthly car, education for children to age 18) with participation in the Global Pension Plan .
- 2020 Annex illustrative compensation terms: Basic monthly salary €18,939.39; 0.6% per year additional remuneration for length of service; with 24 years 5 months service totaling €2,727.27; gross monthly €21,666.66; housing allowance €31,186 gross p.a. .
- Promotion letter (Sep 12, 2023): Base €389,000; AIP target increased to 75% for FY24 and thereafter; eligible for LTIP; employment under European subsidiary; reports to CEO .
- Executive Severance Plan (Jun 12, 2024): If terminated without Cause or resigns for Good Reason, severance equals 1.5 years’ base salary plus annual bonus at target; if within 12 months after a Change in Control, bonus multiple increases to 1.5x for non-CEO officers; plus prorated actual annual bonus; payments subject to potential 280G cutback; benefits coordinated so plan payments are in lieu of other severance unless expressly additive .
- Global Pension Plan: Defined contribution plan for eligible non-U.S. employees; employer contributions from 2.5% (<5 years) to 7.5% (>15 years); vest after 5 years; Burmeister credited with >15 years and vested; permits voluntary contributions, in-service withdrawals, and mandatory withdrawals upon separation (non-retirement) .
Compensation Structure Notes
- FY2025 compensation mix: Salary $427,350; equity grants recorded $339,500; AIP paid $568,626; perquisites $161,718; total $1,497,194 .
- FY2024 compensation mix: Salary $374,114; AIP $558,137; perquisites $146,401; total $1,078,652 .
- Equity program shifts: RSUs and PSUs granted under Amended and Restated Incentive Plan; RSUs amended to vest upon broader “Vesting Event” triggers, including by March 31, 2031, Change in Control, or exchange listing . Maximum PSU payout value disclosure for Burmeister under FY2025 grants: $707,000 at 200% of target .
- Clawback policy applies to equity awards .
Performance Compensation – Detailed Table (FY2025)
| Component | Metric | Weight | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| AIP (cash) | Adjusted EBITDA | 70% | $185,000k | $208,410k | AIP paid $568,626 | FY2025 bonus payout |
| AIP (cash) | Corporate Operational EBITDA | 30% | $119,071k | $143,816k | AIP paid $568,626 | FY2025 bonus payout |
| RSUs (time-based) | N/A | N/A | Equal tranches | Vest dates: May 10, 2025; Mar 31, 2026; Mar 31, 2027 | N/A | Vest contingent upon Vesting Event |
| PSUs (performance-based) | Liquidity Event share price | Payout curve | 50% threshold; 100% target; 200% max | Liquidity Event occurrence not probable FY2025 | Not expensed FY2025 | Generally eligible to vest Mar 31, 2027, contingent on Liquidity Event |
Risk Indicators & Red Flags
- Broad vesting triggers: RSUs vest on earliest of March 31, 2031, Change in Control, or listing—potentially accelerating equity realization under corporate transactions or listing events .
- Change-in-control economics: Executive Severance Plan enhances bonus multiple within 12 months post-CIC (1.5x for non-CEO officers), which may increase payout sensitivity to transaction outcomes .
- Clawback: Strong clawback language tied to misconduct and restatements mitigates misalignment risk .
- Pledging/hedging: No pledging disclosures identified in the cited filings.
Equity Ownership & Retention Dynamics
- Meaningful unvested RSUs (27,000 pre-amendment; 70,000 FY2025) and PSUs (26,250 threshold) indicate continued retention hooks; RSUs rely on Vesting Event triggers, adding sensitivity to listing/CIC; PSUs contingent on Liquidity Event price performance .
- Perquisites and Euro-based allowances (housing, auto, education) are consistent with expatriate/local-market arrangements; not performance-linked but support retention for a Bulgaria-based COO .
Employment Terms – Additional Detail
- Location: Based in Bulgaria; compensation and allowances paid in Euros, converted to USD for U.S. disclosure .
- Contract term: 2019 employment contract is of unlimited duration under Bulgarian Labor Code; place of work is Sofia with travel provisions .
- Allowances: Ongoing housing, car, and education allowances specified in contract and annexes; 2020 annex confirms housing allowance entitlement .
- AIP eligibility: Target set at 75% post-promotion, aligned with officer cohort .
Investment Implications
- Alignment: FY2025 AIP paid against EBITDA-centric objectives achieved above target suggests pay-for-performance linkage; RSU/PSU structures tie long-term value to a Liquidity Event and corporate milestones, but RSU vesting “by 2031” or upon CIC/listing can accelerate vesting independent of operational results .
- Retention risk: Significant unvested equity and Euro-based allowances underpin retention. The Executive Severance Plan provides substantial cash severance and target bonus protection, reducing departure risk but raising CIC payout sensitivity .
- Selling pressure: Upcoming RSU tranches (Mar 31, 2026; Mar 31, 2027) and any Liquidity Event–triggered PSU vesting could introduce incremental insider supply; monitor vesting dates and any listing/CIC developments that satisfy Vesting Event/Liquidity Event triggers .
- Governance safeguards: Equity clawback language provides downside protection for shareholders in case of misconduct or restatements; absence of disclosed pledging mitigates alignment concerns .