Brittani N. Cushman
About Brittani N. Cushman
Senior Vice President, General Counsel, and Corporate Secretary of Turning Point Brands (TPB) since November 2020; joined TPB in October 2014 and previously served as Senior Vice President of External Affairs . Age 40; B.S. in Business Administration (magna cum laude) from the University of Tulsa and J.D. from Washington & Lee University School of Law . Prior to TPB, spent five years at Xcaliber International as General Counsel, leading legal affairs . Company performance context: 2024 net income $39.809 million and adjusted EBITDA $104.459 million; value of a $100 TPB investment (cumulative TSR) shown as 229 in the pay-versus-performance disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Turning Point Brands | Director of External Affairs; Senior Vice President of External Affairs; SVP, General Counsel and Secretary | 2014–present; SVP GC since Nov 2020 | Drove policy strategy, regulatory filings, advised on acquisitions; transitioned to General Counsel leadership |
| Turning Point Brands | Corporate Secretary | Current | Oversees proxy, governance communications; signs company filings and executes officer proxy functions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Xcaliber International, Ltd., L.L.C. | General Counsel | ~5 years (pre-2014) | Led all legal affairs at privately-held tobacco product manufacturer |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $348,146 | $350,941 | $371,527 (includes $10,821 one-time adjustment) |
| Target Bonus (% of Base) | 50% | 50% | 50% |
| Annual Bonus Paid ($) | $182,500 | $180,353 | $180,353 |
| Stock Awards – Grant Date Fair Value ($) | $152,300 | $360,717 | $360,725 |
| Option Awards – Grant Date Fair Value ($) | $81,840 | — | — |
| All Other Compensation ($) | $12,638 | $15,129 | $13,439 (primarily 401(k) match) |
| Base Salary Progression | 2024 | 2025 |
|---|---|---|
| Annual Base Salary ($) | $360,706 | $360,706 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Board-assessed financial and individual performance | Not disclosed | 50% of base salary | $180,353 paid for 2024 | N/A |
| PRSUs (Granted 3/1/2024; 8,161 units; $216,430 GV) | Cumulative adjusted EBITDA growth | Not disclosed | Not disclosed | Ongoing (performance period) | 20%/20%/60% on 1st/2nd/3rd anniversaries, subject to attainment |
| RSUs (Granted 3/1/2024; 5,441 units; $144,295 GV) | Continued service | N/A | N/A | Ongoing | 33% annually over 3 years on grant anniversaries |
| Legacy PRSUs (2015/2021 Plan) | ROIC (older grants); cumulative EBITDA growth (newer) | Not disclosed | Not disclosed | Ongoing | Legacy PRSUs vest at end of 5-year period; updated design vests per 3-year schedule as above |
The Company cites Operating Income, Adjusted EBITDA, and ROIC as the most important financial measures linking executive pay to performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 84,134 shares; less than 1% of outstanding |
| Shares Outstanding Reference | 17,760,758 as of March 7, 2025 |
| Options – Exercisable | 53,550 options exercisable within 60 days |
| Options – Unexercisable | Example: 2,640 (from 3/14/2022 grant) unexercisable at 12/31/2024 (strike $30.46; exp. 3/14/2032) |
| RSUs/PSUs – Near-term vesting | 17,379 RSUs/PSUs vesting within 60 days |
| 2024 Vesting/Exercise Activity | 9,532 stock units vested; 0 options exercised |
| Hedging/Pledging Policy | Prohibits margin, short sales, and options; pledging requires Audit Chair consent |
| Ownership Guidelines | Not disclosed in proxy |
Employment Terms
| Provision | Brittani N. Cushman |
|---|---|
| Agreement Term | Initial 1-year term; auto-renews for successive 1-year terms unless 60-day notice |
| Base Salary & Bonus Target | Base $340,000 (contract); 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; subject to release |
| Change-of-Control (Double Trigger) | If terminated within 1 year post-CoC (or within 12 months of agreement effective date): 24 months base salary; 2× average annual bonus (prior 24 months); 12 months COBRA; subject to release |
| Restrictive Covenants | Non-compete and non-solicit during employment and for a post-termination period equal to months of salary continuation |
| 280G Treatment | “Cutback” unless better-after-tax full payment yields higher net to executive (no tax gross-up) |
| Equity Treatment Upon CoC | If awards not assumed/replaced, immediate vesting with performance deemed at target; if replaced, no acceleration unless qualifying termination |
| Clawback Policy | Adopted Oct 30, 2023; recoup incentive compensation upon restatement per NYSE/SEC rules |
| Deferred Compensation | 2024 Non-Qualified Deferred Compensation Plan (NQDCP): elective deferrals up to 80% salary/bonus, 100% RSUs/PSUs; discretionary employer credits; cash distributions per plan |
| Restoration Plan | Legacy non-qualified Restoration Plan suspended end of 2024 |
Compensation Structure Analysis
- Mix and trend: Shift toward RSUs/PRSUs; no options granted to Ms. Cushman in 2023–2024 while equity value delivered through RSUs/PRSUs ($360,725 in 2024 stock awards) .
- Performance linkage: PRSUs tied to cumulative adjusted EBITDA growth; pay-versus-performance identifies Operating Income, Adjusted EBITDA, ROIC as primary drivers .
- Governance controls: Clawback policy aligns with NYSE/SEC; hedging/pledging limits reduce misalignment risk; 280G “better-of” provision avoids gross-up optics .
- Say-on-Pay: 96.6% approval at 2024 meeting indicates strong shareholder support for program design .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibitions in place; no pledging disclosed for Ms. Cushman .
- Equity acceleration: If awards are not assumed in a CoC, acceleration at target could reduce performance stringency; mitigated by replacement award provisions .
- Section 16 compliance: Company reports timely filings for 2024; exception noted for CFO (not Ms. Cushman) .
Equity Award Detail (Selected)
- 2024 Grants: PRSUs 8,161 ($216,430); RSUs 5,441 ($144,295) .
- Vesting mechanics: RSUs 33% per year over 3 years; PRSUs 20%/20%/60% over 3 years upon EBITDA target achievement .
- Outstanding older options: Multiple tranches with strikes $13–$51.75 and expirations 2027–2032; aggregate exercisable options = 53,550 within 60 days as of March 7, 2025 .
Performance & Track Record
- Company results context: Net income $39.809m (2024); adjusted EBITDA $104.459m (2024); cumulative TSR indicator 229; peer index TSR 112 (S&P Small Cap 600 Consumer Staples Index) in pay-versus-performance table .
- Operational responsibilities: General Counsel and Corporate Secretary; signs earnings-related 8-Ks and ATM sales agreement exhibits, evidencing active role in capital markets and disclosure controls .
Investment Implications
- Alignment: Significant equity exposure via RSUs/PRSUs and 53,550 exercisable options, with performance-tied PRSUs linked to EBITDA growth; low likelihood of hedging/pledging misalignment due to policy controls .
- Retention: Double-trigger CoC severance (24 months salary + 2× bonus + COBRA) and ongoing PRSU cycles support retention; auto-renewing employment terms reduce near-term transition risk .
- Selling Pressure: Ongoing RSU/PRSU vesting (17,379 units within 60 days as of Mar 7, 2025) and annual vesting cadence may create periodic supply; 2024 showed 9,532 units vested and no option exercises by Ms. Cushman .
- Governance Quality: Strong say-on-pay support, formal clawback, and anti-hedging/pledging policies are positives; equity acceleration at target in a non-assumption CoC warrants monitoring as potential dilution/performance risk .