Andrew Flynn
About Andrew Flynn
Andrew Flynn, age 49, is Senior Vice President and Chief Financial Officer of Turning Point Brands (TPB) since April 1, 2024; he previously served as CFO of Connected Cannabis Co. (2021–2024) and held senior finance roles at Juul Labs, James Hardie Building Products, and Arrow Electronics. He holds a BS from Indiana University and an MBA from the University of Colorado Denver . Company 2024 performance metrics: Net Income $39.809 million and Adjusted EBITDA $104.459 million; the value of a $100 shareholder investment was $229 in 2024 versus $122 in 2023 (company TSR as presented in Pay vs. Performance) . Flynn filed a Form 4 late on July 25, 2024, disclosing acquisition of 5,495 shares on April 1, 2024 (RSUs) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Connected Cannabis Co. | Chief Financial Officer | Sep 2021–Mar 2024 | Led finance for a consumer cannabis brand; prepared for industry-scale operations . |
| Juul Labs | Senior Vice President | Jun 2019–Sep 2021 | Senior leadership in a highly regulated nicotine category; managed finance in rapid-change environment . |
| James Hardie Building Products | Vice President of Finance | Not disclosed | Finance leadership in building materials; operating discipline and capital allocation experience . |
| Arrow Electronics | Vice President of Finance | Not disclosed | Distribution and technology supply chain finance; process rigor and controls . |
External Roles
- No public company board roles or committee positions disclosed for Flynn .
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Annual Base Salary | $400,000 | $400,000 |
| Target Bonus (% of Base) | 50% | 50% (by agreement; ongoing eligibility) |
| Actual Annual Bonus Paid (for 2024) | $200,000 | — |
Performance Compensation
Annual Cash Incentive (Management Bonus Program)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Board-assessed Company financial performance and individual performance | Not disclosed | Not disclosed | Not disclosed (bonus awarded) | $200,000 for 2024 | Cash (paid post-audit) |
Long-Term Equity (2024 Grants)
| Award Type | Grant Date | Shares Granted | Grant Date Fair Value | Metric | Vesting |
|---|---|---|---|---|---|
| PRSUs | 4/1/2024 | 8,242 | $240,007 | Cumulative adjusted EBITDA growth over 3 years | 20%/20%/60% on 1st/2nd/3rd anniversaries, performance-based |
| RSUs | 4/1/2024 | 5,495 | $160,014 | Time-based | 33% each year on 1st/2nd/3rd anniversaries |
2023–2024 equity design emphasizes PRSUs on adjusted EBITDA and 3-year time-based RSUs; PRSU targets updated to current financial projections .
Expected Vesting Schedule (Based on 4/1/2024 Grant Dates)
| Award | Tranche Date | Shares | Conditions |
|---|---|---|---|
| RSUs | 4/1/2025 | ~1,813 (33% of 5,495) | Continued employment |
| RSUs | 4/1/2026 | ~1,813 (33% of 5,495) | Continued employment |
| RSUs | 4/1/2027 | ~1,869 (33% of 5,495) | Continued employment |
| PRSUs | 4/1/2025 | ~1,648 (20% of 8,242) | Performance on cumulative adjusted EBITDA |
| PRSUs | 4/1/2026 | ~1,648 (20% of 8,242) | Performance on cumulative adjusted EBITDA |
| PRSUs | 4/1/2027 | ~4,945 (60% of 8,242) | Performance on cumulative adjusted EBITDA |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 3,516 shares; includes restricted/performance stock units vesting within 60 days of March 7, 2025 . |
| Ownership as % of shares outstanding | ~0.02% (3,516/17,760,758 shares outstanding as of March 7, 2025) . |
| Unvested RSUs (12/31/2024) | 5,495 units; market value $330,250 at $60.10/share . |
| Unvested PRSUs (12/31/2024) | 8,242 units; market value $495,344 at $60.10/share . |
| Options (exercisable/unexercisable) | None disclosed for Flynn . |
| Hedging/pledging | Company policy prohibits short-selling and options; pledging requires Audit Committee chair consent . No pledging by Flynn disclosed . |
| Ownership guidelines | Not disclosed in the proxy . |
| Form 4 activity | Late Form 4 filed July 25, 2024 for acquisition of 5,495 shares on April 1, 2024 (RSUs) . |
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement term | Initial 1-year term; auto-renews annually unless 60-day non-renewal notice . |
| Base salary & bonus eligibility | $400,000 base; eligible for 50% target bonus . |
| Severance (without cause/for good reason) | 12 months base salary + cash severance bonus equal to average annual bonus over prior 24 months + 12 months COBRA (lump sum) . |
| Change-of-control severance | Double-trigger: if terminated without cause/for good reason within 1 year post-CoC, 24 months base salary + 2x average annual bonus over prior 24 months + 12 months COBRA (lump sum) . |
| Potential payments example (as of 12/31/2024) | Without Cause: $500,000 cash + $14,243 COBRA = $514,243 total; Change-of-Control: $1,000,000 cash + $14,243 COBRA = $1,014,243 total . |
| Restrictive covenants | Non-compete and non-solicit during employment and post-termination for months equal to salary continuation period . |
| 280G excise tax | Cutback to avoid 4999 excise unless better after-tax to receive full payments . |
| Clawback | Adopted Oct 30, 2023; applies to cash/equity incentive comp upon required accounting restatement per NYSE/SEC rules . |
| Deferred comp | Non-Qualified Deferred Compensation Plan adopted 2024; executives can defer up to 80% salary, 80% bonus, 100% RSUs/PSUs; discretionary employer credits; cash distributions per plan . |
| Restoration Plan | Suspended at end of 2024; previously provided non-qualified parity to 401(k) limits with S&P 500-based returns . |
| Perquisites | Company states no excessive perquisites in 2024 . |
| CFO oversight areas | CFO directs annual enterprise risk assessment, including cybersecurity; quarterly Board updates; Audit Committee receives annual cyber updates . |
Compensation Structure Analysis
- Mix shift toward performance equity: 2024 grants comprised PRSUs tied to cumulative adjusted EBITDA and time-based RSUs; no options for Flynn, increasing alignment with near-term EBITDA goals and retention via multi-year vesting .
- Annual bonus remains discretionary versus defined metrics/weights, determined by Board based on audited results and individual performance; transparency on weighting/targets not disclosed (limits external pay-for-performance calibration) .
- Change-of-control economics: double-trigger protection at 2x average bonus and 24 months salary encourages stability but could create retention optionality in strategic transactions; COBRA lump-sum included .
- Governance protections: NYSE/SEC-aligned clawback policy; strict insider trading policy limiting hedging/pledging; Section 16 compliance noted with one late Form 4 for Flynn .
Performance & Track Record
- 2024 results referenced in Pay vs. Performance: Net Income $39.809 million; Adjusted EBITDA $104.459 million .
- Company TSR (as disclosed): value of $100 investment was $229 in 2024 vs. $122 in 2023 (company’s presentation) .
- Say-on-pay approval: 96.6% support at 2024 annual meeting for named executive officer compensation (excluding abstentions and broker non-votes) .
- Material weakness remediation: Company anticipates full remediation by end of fiscal 2025; significant controls and ERP implementation underway; CFO oversees enterprise risk/cyber processes .
Equity Ownership & Vesting Pressure
| Pressure Indicator | Detail |
|---|---|
| Near-term vesting | RSUs and PRSUs tranche annually starting 4/1/2025; RSUs are sellable upon vesting, PRSUs contingent on EBITDA targets; creates scheduled supply over 2025–2027 . |
| Market value of unvested awards (12/31/2024) | PRSUs ~$495,344; RSUs ~$330,250 (at $60.10 closing price) . |
| Pledging/Hedging risk | Policy restricts pledging and prohibits hedging; any pledge needs Audit Committee chair consent; no pledging disclosed for Flynn . |
Related Party Transactions & Red Flags
- No related party transactions disclosed involving Flynn .
- Legal/SEC risk: None disclosed specific to Flynn; company-wide material weakness in ITGCs being remediated (did not result in misstatements) .
- Option repricing: None disclosed; timing/blackout policy for grants articulated; no grants in prohibited windows for NEOs .
- Insider ownership concentration: Flynn’s ownership <1%; alignment relies primarily on unvested equity and future vesting .
Compensation Peer Group & Benchmarking
- No external compensation consultant used in 2024; benchmarking is informal against publicly-traded talent competitors; no specific compensation peer group provided .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 96.6% approval; Board continues annual say-on-pay cadence .
- Board/stockholder engagement in 2024 focused on diversity, independence, and material weakness remediation .
Expertise & Qualifications
- Education: BS, Indiana University; MBA, University of Colorado Denver .
- Domain experience: Consumer nicotine/cannabis, building materials, distribution; finance leadership in regulated and complex supply chains .
- CFO role scope: Leads enterprise risk assessment including cybersecurity oversight .
Employment Terms (Detailed Severance & Change-of-Control Economics)
| Scenario | Cash Salary Continuation | Bonus Multiple | COBRA | Trigger Type |
|---|---|---|---|---|
| Termination without cause/for good reason | 12 months | 1x average annual bonus over prior 24 months | 12 months lump-sum | Standard termination |
| Change-of-control termination (within 1 year) | 24 months | 2x average annual bonus over prior 24 months | 12 months lump-sum | Double-trigger |
Investment Implications
- Pay-for-performance linkage: Flynn’s 2024 equity is heavily PRSU-based on cumulative adjusted EBITDA over a 3-year horizon, aligning incentives with EBITDA growth; limited disclosure on annual bonus metrics/weights reduces external calibration of pay outcomes to targets .
- Retention vs. supply: Annual RSU tranches beginning April 2025 provide retention hooks; they also create predictable selling supply pressure as units vest, while PRSU tranches add performance gating that can delay/suppress vesting if targets are missed .
- Change-of-control protection: Double-trigger 24-month salary and 2x average bonus may reduce flight risk through transactions but could raise acquisition cost of executive retention packages; COBRA and 280G cutback provisions are standard governance features .
- Alignment/skin-in-the-game: Flynn’s beneficial ownership is small (~0.02% of shares outstanding), so alignment relies on future vesting and PRSU performance achievement rather than current stake; no pledging disclosed and hedging restricted by policy, improving alignment quality .
- Execution and controls: CFO oversight of enterprise risk and the ongoing remediation of a material weakness (targeting completion by end-2025) is a key execution lever; failure to remediate could impair confidence, while successful ERP/control upgrades support valuation and risk premium compression .