T. David Singer

About T. David Singer

Senior Vice President – Chief Legal Officer and Secretary of Pyxus International, Inc. since rejoining in August 2024; age 45. Prior roles include Pyxus legal team (August 2018–May 2022) and Chief Administrative Officer & General Counsel of Kymera International, with prior senior in‑house and private practice experience across litigation, corporate and regulatory work . As Corporate Secretary, he signs SEC filings and corporate instruments, evidencing central responsibility for legal, governance, disclosure controls and board processes . Company performance context: Pyxus’s value of a $100 TSR investment rose from $82.76 (FY2023) to $206.90 (FY2024) and $275.86 (FY2025), with net income of ($39.1) million, $2.7 million, and $15.2 million respectively; FY2025 Annual Incentive Plan (AIP) goals were Adjusted EBITDA and Corporate Operational EBITDA, both exceeded targets (see tables below) .

Past Roles

External Roles

Fixed Compensation

• Singer is not a Named Executive Officer (NEO) in FY2025; the proxy’s Summary Compensation Table reports only the CEO (Sikkel) and two other NEOs (Styons, Burmeister). Base salary, target bonus %, and actual bonus for Singer are not disclosed .

Performance Compensation

• Executives participate in the Annual Incentive Plan (AIP) with company-level metrics. Singer’s specific target and payout are not disclosed; FY2025 AIP metrics and outcomes are below .

• Equity plan design applicable to executives: RSUs time-vest in installments but require a “Vesting Event” (earliest of March 31, 2031, change-in-control, or exchange listing); performance-based RSUs pay out based on share price at a Liquidity Event with thresholds at 50%, target at 100%, and max at 200% of target, subject to continued employment (general framework; individual grants for Singer not disclosed) .

Equity Ownership & Alignment

• Beneficial ownership: The proxy reports management stock ownership as of May 1, 2025 for directors and NEOs; Singer (non-NEO) is not listed, and no individual beneficial ownership is disclosed for him .
• Hedging/pledging: Pyxus prohibits directors and executive officers from hedging or pledging company stock (including margin accounts), enhancing alignment and reducing forced selling risk .
• Plan overhang and structure: At May 31, 2025 there were 24,607,791 shares outstanding, no stock options outstanding, RSUs outstanding for 559,225 shares not yet earned for vesting and 1,164,865 shares earned for vesting (both contingent on the Vesting Event), performance-contingent units at maximum of 1,105,500 shares, and 782,566 shares remaining available; no repricing of options/SARs without shareholder approval .
• Clawback provisions: RSUs and PSUs include clawbacks allowing cancellation/recoupment for defined misconduct or violation of the Code of Business Conduct .

Employment Terms

• Executive Severance Plan coverage: Applies to the CEO and “other executive officers,” which includes Singer in his CLO role. If terminated without Cause or resigns for Good Reason, benefits include 1.5 years of base salary and 1.0x target annual bonus (2.0x bonus only for CEO within 12 months post change-in-control), paid over 1.5 years; plus prorated actual-year bonus based on performance. Payments are subject to 280G cutback if financially beneficial on an after-tax basis . Receipt requires executing a severance agreement with release, non-solicit, non-disparagement, confidentiality and cooperation; benefits are subject to any recoupment policy .
• Deferred compensation: The Supplemental Retirement Account Plan (SRAP) is available to select US management; participants vest after five years and must comply with a non-compete after termination (non-compete waived after change-in-control). SRAP pay credits (e.g., 10% of salary+bonus for CEO, 7.5% for certain executives in FY2025) and interest credits are formulaic; participation for Singer is not specifically disclosed .
• Change-in-control under equity plan: The Incentive Plan allows substitution or cash-out of awards and cancellation of exercisable options/SARs at change-in-control, with excise tax cutback unless indemnification is provided by agreement .

Company Performance Context (for pay-for-performance calibration)

Investment Implications

• Alignment: Strict anti-hedging/pledging policy and clawbacks support governance; equity awards contingent on a “Liquidity Event” (listing or change-in-control) push realization to enterprise milestones, curbing near-term selling pressure and encouraging long-term focus .
• Retention risk: Executive Severance Plan adds predictability on termination economics and includes restrictive covenants; while it mitigates exit risk, the absence of disclosed individual equity/bonus details for Singer limits precision on his personal at-risk pay mix .
• Trading signals: With RSUs and PSUs requiring a Vesting/Liquidity Event, insider selling pressure is structurally muted until triggers occur; monitoring future 8‑K 5.02 events and any Form 4 activity would be prudent. Recent SEC filings repeatedly bear Singer’s signature as Secretary/CLO, underscoring centrality in governance and disclosure processes .
• Pay design changes: The May 2024 modification extended the Listing/Vesting Condition to March 31, 2031, delaying vesting absent a liquidity event—this reduces near‑term dilution but extends compensation recognition; watch shareholder responses in say‑on‑pay and any future plan amendments .