David E. Glazek
About David E. Glazek
Executive Chairman of Turning Point Brands since January 2023; director since 2012. Background includes Partner and Portfolio Manager at Standard General L.P. (2008–2023), investment banker at Lazard Frères (2000–2003 and 2006–2008), and experience at Blackstone; Adjunct Professor at Columbia Business School. Education: BA, University of Michigan; JD, Columbia Law School. Governance/performance context: the company cites Operating Income, Adjusted EBITDA, and ROIC as key performance measures linking pay to outcomes; 2024 net income was $39.8M and adjusted EBITDA $104.5M; 2024 say‑on‑pay approved by 96.6% of votes cast, indicating broad shareholder support for pay design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Standard General L.P. | Partner and Portfolio Manager | 2008–2023 | Distressed/special situations/private credit investing; public and private board exposure |
| Lazard Frères & Co. | Investment Banker | 2000–2003; 2006–2008 | M&A and advisory experience in complex capital structures |
| Blackstone Group | Role not specified | — | Additional alternative investment experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National CineMedia, Inc. (NASDAQ: NCMI) | Director | Current | Public company directorship |
| Workers Benefits Consortium, Inc. | Director | Current | Governance experience |
| Columbia Business School | Adjunct Professor | Current | Academic appointment |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary | $0 | Equity-only compensation for Executive Chairman; no annual base salary |
| Target bonus % | N/A | No target bonus established for Executive Chairman |
| Actual bonus paid | $0 | No annual cash bonus for Executive Chairman |
Multi-year summary compensation:
| Year | Salary ($) | Option Awards ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | — | 500,002 | 1,475,005 | — | — | 1,975,007 |
| 2023 | — | 499,998 | 1,474,997 | — | — | 1,974,995 |
Performance Compensation
2024 equity awards and design:
- Structure: Annual Executive Chairman grant of $1,000,000 in stock options and RSUs; company shifted long-term design (since 2023) to time-based RSUs (3-year vest) and PRSUs tied to cumulative adjusted EBITDA growth over three years .
- Vesting mechanics: 2024 RSUs vest 33% annually over 3 years; 2024 PRSUs vest 20%/20%/60% based on cumulative adjusted EBITDA; 2024 options vest 25% of shares each calendar quarter during 2024 .
Detailed grants (2024):
| Grant Date | Instrument | Units | Grant Date Fair Value ($) | Vesting | Performance Metric |
|---|---|---|---|---|---|
| 3/1/2024 | PRSUs | 22,059 | 585,005 | 20%/20%/60% over 3 years | Cumulative Adjusted EBITDA growth |
| 3/1/2024 | RSUs | 14,706 | 390,003 | 33% annually over 3 years | Time-based |
| 3/11/2024 | RSUs | 18,389 | 499,997 | 33% annually over 3 years | Time-based |
| 3/11/2024 | Stock Options | 54,289 | 500,002 | 25% each quarter in 2024 | Time-based |
Performance metrics used in executive pay design:
- Operating Income; Adjusted EBITDA; Return on Invested Capital .
2024 vesting activity (supply overhang indicator):
| Metric | Units | Value Realized ($) |
|---|---|---|
| Stock units vested | 35,225 | 942,210 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 226,237 shares; 1.3% of outstanding shares (17,760,758 outstanding) |
| Composition of holdings | Includes 131,808 exercisable options and 20,454 RSUs/PSUs vesting within 60 days |
| Options exercisable vs unexercisable | 131,808 exercisable; 2024 option grant (54,289) vested quarterly across 2024 |
| Unvested equity overhang | Multiple RSU/PRSU awards from 2023–2024 outstanding; market values at 12/31/2024 shown in Outstanding Awards table |
| Hedging/pledging policy | Prohibits margin, short sales, and derivatives; pledging requires Audit Chair consent |
| Director compensation for board service | None (compensation captured in executive comp) |
Select outstanding awards (as of 12/31/2024):
| Type | Date | Units Outstanding | Notes |
|---|---|---|---|
| PRSUs | 5/5/2023 | 11,569 | 3-year cumulative adj. EBITDA schedule |
| RSUs | 5/5/2023 | 21,033 | 33% annual vest over 3 years |
| PRSUs | 3/1/2024 | 22,059 | 20%/20%/60% vest based on performance |
| RSUs | 3/1/2024 | 14,706 | 33% annual vest |
| Options | 5/12/2023 | 77,519 | $20.71 strike, exp. 5/12/2033 |
| Options | 3/11/2024 | 54,289 | $27.19 strike, exp. 3/11/2034; vested quarterly in 2024 |
Employment Terms
| Term | Summary |
|---|---|
| Executive Chairman Agreement | Annual equity grant (RSUs + options) totaling $1,000,000 in grant date value; equity-only comp (no salary/bonus) |
| Vesting/structure | RSUs and options; RSUs 3-year schedule; options vested quarterly (2024 grant) |
| Severance/change-of-control | If removed without cause, materially diminished duties, or company breach: accelerated vesting of previously granted equity (or cash if grant not yet occurred); potential payments table reflects $1,000,000 equity acceleration for both “without cause/good reason” and change of control scenarios |
| Clawback | Company clawback policy adopted Oct 30, 2023 (recoup incentive comp upon restatement) |
| Non-compete/other restrictive covenants | Not specified for Executive Chairman in proxy; general insider trading prohibitions apply |
Board Governance
- Roles: Executive Chairman since January 2023; prior Lead Independent Director (Jan 2018–Sep 2019) and Non‑Executive Chairman (Sep 2019–Jan 2023). Lead Independent Director (Ashley Davis) presides over executive sessions and shares agenda-setting with Executive Chairman to maintain independent oversight .
- Independence: Glazek was independent prior to appointment as Executive Chairman; current independent directors: Baxter, Catsimatidis, Diao, Davis, Reddy, Usher; Shanahan expected to be independent upon election .
- Committees: Audit (Diao, Davis, Usher; Shanahan expected); Compensation and Talent (Usher chair, Catsimatidis, Reddy); Nominating and Governance (Davis chair, Diao, Reddy). Executive Chairman not listed on independent committees .
- Board attendance: Board met 6 times in 2024; executive sessions held 4 times; all directors attended meetings except Diao and Reddy each missed one—implying Glazek had full attendance .
- Director compensation: Non‑employee directors receive cash retainers and RSUs; Executive Chairman receives no separate director compensation .
Compensation Structure Analysis
- Equity-only pay for Executive Chairman concentrates incentives in stock price and performance shares, avoiding guaranteed cash and aligning with shareholders; pay levels are consistent year-over-year ($1.975M in 2024 vs $1.975M in 2023) .
- Shift to RSUs/PRSUs (away from options-only) since 2023 lowers risk and increases certainty of value while adding adjusted EBITDA performance gates; PRSUs measured on 3-year cumulative adjusted EBITDA growth .
- No external compensation consultant used in 2024; benchmarking based on practices of other public companies, which may raise scrutiny risk if pay outcomes diverge from performance .
- Strong say‑on‑pay support (96.6%) in 2024 suggests shareholders view the pay program as appropriately aligned .
Risk Indicators & Red Flags
- ITGC material weakness remediation underway; ERP implementation and control enhancements targeted for full remediation by end of fiscal 2025. Audit Committee actively overseeing remediation; auditor rotated from RSM to KPMG in March 2025 to support governance and independence .
- Hedging/pledging controls: Strict prohibitions on short sales, margin, and derivatives; pledging requires Audit Chair consent—reduces misalignment risk from collateralization of shares .
- Section 16 compliance: No late filings disclosed for Glazek in 2024; one late Form 4 reported for the CFO (Andrew Flynn) .
Equity Ownership & Alignment (Detailed)
| Holder | Shares Owned | % Outstanding | Notes |
|---|---|---|---|
| David E. Glazek | 226,237 | 1.3% | Includes 131,808 options exercisable and 20,454 RSUs/PSUs vesting within 60 days; 17,760,758 shares outstanding as of 3/7/2025 |
Performance & Track Record
- Company performance (context for pay): 2024 net income $39.8M; adjusted EBITDA $104.5M. “Most important” pay-performance measures: Operating Income, Adjusted EBITDA, ROIC .
Board Service History and Dual-Role Implications
- Board service: Director since 2012; Executive Chairman since Jan 2023; previously Lead Independent Director and then Non‑Executive Chairman .
- Committee roles: Not seated on Audit/Comp/Nominating (independent composition maintained) .
- Independence: Not independent as Executive Chairman; mitigation via Lead Independent Director’s responsibilities and fully independent key committees; regular executive sessions (4 in 2024) bolster oversight .
- Dual-role implications: Executive Chair structure is justified by CEO transition and hands-on strategic oversight; Board reviews leadership structure periodically .
Director Compensation (for reference)
- Executive Chairman does not receive separate director fees; director fees are cash retainers plus annual RSUs for non-employee directors (e.g., $80k cash + ~$80k RSUs, with additional committee/lead director retainers) .
Employment Terms (Change-of-Control/Severance Economics)
| Scenario | Cash Severance | Equity Acceleration | COBRA | Notes |
|---|---|---|---|---|
| Without Cause/Good Reason (Exec Chair) | N/A | $1,000,000 | N/A | Acceleration of previously granted equity or cash if grant not yet occurred |
| Change of Control (Exec Chair) | N/A | $1,000,000 | N/A | Consistent acceleration indicated in potential payments table |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 96.6%; Board added gender diversity and adjusted committee composition following shareholder engagement; continued remediation of material weakness .
Expertise & Qualifications
- Finance, operations, legal background; distressed/special situations investing; public company director experience; academic credentialing (Adjunct Professor). Education: BA (Michigan), JD (Columbia) .
Work History & Career Trajectory
| Company | Role | Period | Notes |
|---|---|---|---|
| Standard General L.P. | Partner & Portfolio Manager | 2008–2023 | Special situations credit and governance experience |
| Lazard Frères & Co. | Investment Banker | 2000–2003; 2006–2008 | Corporate finance/M&A |
| Blackstone | — | — | Alternative investments exposure |
Compensation Committee Analysis
- 2024 Compensation and Talent Committee: Usher (Chair), Catsimatidis, Reddy; met 4 times; no independent consultant engaged; annual risk assessment of comp programs conducted jointly with Audit Committee (no excessive risk identified) .
Related Party Transactions
- Company policy mandates Audit Committee review/approval of related party transactions >$120,000; no specific related transactions involving Glazek disclosed in the proxy .
Investment Implications
- Alignment: Equity-only pay for Executive Chairman, sizable personal ownership (1.3%), and PRSUs tied to multi-year adjusted EBITDA support alignment with long-term value creation and de-risk immediate cash payouts .
- Supply/overhang: Significant scheduled vesting (RSUs: 33% annually; PRSUs: 20/20/60) and quarterly option vesting in 2024 contributed to 35,225 units vesting in 2024, which may create periodic insider selling pressure around vest dates depending on tax withholding/exercise behavior .
- Retention risk: Executive Chairman agreement provides equity acceleration upon adverse changes or removal, reducing downside risk for the executive and modestly increasing change-of-control costs; absence of salary/bonus suggests high reliance on equity outcomes, which can promote retention if equity is in-the-money .
- Governance: Independent committees, Lead Independent Director responsibilities, and regular executive sessions mitigate dual-role independence concerns; active remediation of ITGC material weakness and auditor rotation to KPMG strengthen control environment and may reduce governance risk over 2025 .
- Shareholder support: Strong say‑on‑pay approval (96.6%) indicates investor endorsement of current pay practices; continued monitoring of PRSU targets and EBITDA delivery is warranted to assess pay-for-performance integrity .