Ashley Davis Frushone
About Ashley Davis Frushone
Ashley Davis Frushone, age 50, is Lead Independent Director at Turning Point Brands (TPB) and has served on the board since 2018, becoming Lead Independent Director in January 2023 . She is a founding partner of West Front Strategies LLC (est. 2015), with a background in government relations and prior service at the White House (2001–2003); she holds a BA from Westminster College and a Master of International Business from ESADE, Georgetown McDonough, and Fundação Getulio Vargas . Her core credentials center on government affairs, policy, and board leadership, with strong engagement in independent oversight roles at TPB .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The White House | Special Assistant to the Director of Homeland Security; Deputy Director of Management and Administration | 2001–2003 | Senior federal executive roles focused on homeland security and administration |
| Blank Rome Government Relations (subsidiary of Blank Rome LLP) | Managing Principal | 2003–2014 | Led government relations practice; multi-sector client coverage |
| Bush/Cheney Presidential Campaign | Various roles | 1999–2000 | Political campaign experience |
| Greenlee Partners | Senior Associate | 1997–2000 | Government affairs advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| West Front Strategies LLC | Founding Partner | 2015–present | Government relations across education, financial services, transportation, tax, technology, trade, energy, homeland security, healthcare, arts, philanthropy |
| Westminster College (PA) | Trustee | Not disclosed | She serves on the Board of Trustees |
Board Governance
- Independence: The Board determined Ms. Davis is independent under NYSE and SEC rules; she serves as Lead Independent Director .
- Lead Independent Director responsibilities include presiding over executive sessions, calling meetings of independent directors, co-developing agendas, and liaising between management and independent directors; she is available for stockholder discussions .
- Attendance and engagement: In 2024, the Board met six times and held four executive sessions; all directors attended all meetings except Mr. Diao and Mr. Reddy (each missed one). Ms. Davis presided over executive sessions .
- Committee assignments and 2024 meeting cadence:
- Audit Committee: Member; the committee met seven times in 2024 .
- Nominating and Governance Committee: Chair; the committee met two times in 2024 .
- Compensation and Talent Committee: Not a member .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 7 | Oversight of financial reporting, internal controls, cybersecurity, related-party transactions; Diao is Chair |
| Nominating & Governance | Chair | 2 | Board composition, director evaluations, director pay changes, governance and ESG oversight |
| Compensation & Talent | — | 4 | Executive pay oversight; Usher is Chair |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 80,000 | Standard non-employee director cash retainer |
| Lead Independent Director retainer | 30,000 | Additional cash retainer for Lead Independent Director |
| Audit Committee member retainer | 10,000 | Additional cash retainer for Audit Committee membership |
| Nominating & Governance Committee chair retainer | 10,000 | Additional cash retainer for committee chair |
| Meeting fees | 0 | No separate meeting fees paid |
| Total cash earned (Ashley Davis) | 125,000 | Sum of components above |
Performance Compensation
| Equity Component (2024) | Units | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|
| Annual RSU grant (directors) | 2,415 | 80,009 | RSUs vest one year from grant date |
| Options | — | — | No option awards to directors disclosed in 2024 |
- Performance link: Director equity is time-based RSUs; no performance-based director metrics (PSUs) or bonus metrics disclosed for directors in 2024 .
- Hedging/pledging policy: Insiders are prohibited from pledging TPB securities without Audit Chair consent; shorting and options trading are prohibited .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships | No other public-company boards disclosed in TPB’s proxy biography for Ms. Davis . |
| Nonprofit/academic roles | Trustee, Westminster College . |
Expertise & Qualifications
- Government relations expertise across multiple sectors; prior senior federal roles in homeland security .
- Education: BA (Westminster College) and Master of International Business (ESADE; Georgetown McDonough; Fundação Getulio Vargas) .
- Board qualifications: Independent leadership, chairing Nominating & Governance, and serving on Audit during material weakness remediation efforts .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 4,026 | As of March 7, 2025 |
| Ownership as % of shares outstanding | <1% | 17,760,758 shares outstanding on record date |
| 2024 director RSU grant | 2,415 | Vests one year from grant date |
| Pledging status | Not disclosed; pledging requires Audit Chair consent per policy |
Governance Assessment
- Board effectiveness and independence: Ms. Davis is Lead Independent Director and Chair of Nominating & Governance, reinforcing independent oversight of board composition, director compensation, and ESG matters; she also serves on Audit during a period of control remediation and auditor transition, indicating active governance engagement .
- Attendance and engagement: She attended all board and committee meetings in 2024 (exceptions were only Mr. Diao and Mr. Reddy), and presided over four executive sessions—strong engagement and leadership in independent oversight .
- Compensation alignment: Director pay is balanced between cash retainers and time-based RSUs; Ms. Davis’s 2024 mix was $125,000 cash and $80,009 RSUs, with no meeting fees—standard market structure, modest equity alignment, and no risk-heavy instruments .
- Shareholder confidence signals: 2024 Say-on-Pay approval was 96.6%, and the Board reports ongoing stockholder engagement on independence, diversity, and remediation of a previously disclosed material weakness (with clear remediation plan and Audit Committee oversight) .
- Conflicts and related-party exposure: No related-person transactions involving Ms. Davis are disclosed; TPB has a formal related-party transactions policy with Audit Committee approval/ratification, and a charter restriction disqualifying RTI competitors from board service—both mitigate conflict risk .
- RED FLAGS: None disclosed specific to Ms. Davis. Company-level items monitored by her committees include remediation of an ITGC material weakness (no financial misstatements identified) and auditor transition to KPMG—both are being actively overseen and communicated, reducing governance risk through transparency and remediation plans .