Gregory H. A. Baxter
About Gregory H. A. Baxter
Independent director of Turning Point Brands since April 2006; age 71; BA, University of Victoria; MBA, Ivey Business School (London, Canada). Background spans corporate finance and M&A leadership roles at Diaz & Altschul, SG Cowen (Société Générale), Rothschild, SW Capital, and Irving Trust; independent corporate finance consultant since 2005. The Board designated him independent in July 2023. Tenure on TPB’s board: 19 years as of 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diaz & Altschul Capital Management | Managing Director; Head, Hedge Fund Sales & Marketing; Investment Committee member | 2003–2005 | Led institutional product distribution; Investment Committee participation |
| SG Cowen Securities (Société Générale) | Managing Director; Head, Generalist/Cross-Border M&A | 2000–2002 | Re-established cross-border M&A; Fairness Opinion Review Committee |
| Rothschild Inc. | Industrial/Engineering M&A specialist | 1994–2000 | Domestic/cross-border M&A advisory |
| SW Capital | Founding member (M&A boutique) | Not disclosed | Middle-market transactions for Fortune 500 |
| Irving Trust Company | Vice President, Corporate Financial Counseling | Not disclosed | Corporate finance advisory to bank clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Standard Diversified Inc. (SDI) | Director; Executive Chairman; Interim CEO | 2015–2020 | Public company experience in executive and board leadership |
Board Governance
- Independence: Board determined Baxter is independent under NYSE/SEC rules; became independent in July 2023.
- Committees: Served on Audit Committee during 2024; replaced by Stephen Usher in October 2024. Compensation/Nominating committees required to be fully independent; Baxter received Nominating Committee fees in 2024, indicating service during the year. Audit Committee chaired by H.C. Charles Diao.
- Attendance: Board met six times in FY2024 with four executive sessions; all directors attended all meetings/committees on which they served, except Diao and Reddy missed one—implies Baxter had perfect attendance. All directors attended the 2024 annual meeting.
- Lead Independent Director: Ashley Davis Frushone since January 2023; presides over executive sessions.
- Shareholder votes: 2025 election—Baxter received 12,019,299 For, 238,956 Withhold; broker non-votes 1,952,275. Say-on-pay (2024 NEO comp) approved by 96.6%; 2025 say-on-pay For 11,141,486; Against 895,893; Abstain 140,883; broker non-votes 1,952,275.
Fixed Compensation
Director cash and equity retainers (FY2024):
| Component | Amount/Detail |
|---|---|
| Annual cash retainer (Board) | $80,000 for all non-employee directors |
| Committee retainers | Audit member $10,000; Audit Chair $20,000; Nominating member $5,000; Nominating Chair $10,000; Compensation member $5,000; Compensation Chair $10,000; Lead Independent Director $30,000 incremental |
| Meeting fees | None (no separate meeting fees) |
Baxter’s FY2024 director compensation:
| Name | Fees Earned or Paid in Cash ($) | RSUs ($ fair value) | RSUs Granted (shares) | Total ($) |
|---|---|---|---|---|
| Gregory H. A. Baxter | 90,000 | 80,009 | 2,415 | 170,009 |
Notes: Baxter’s cash included Board member fees plus Audit Committee and Nominating Committee fees; RSUs vest one year from grant date.
Performance Compensation
- Annual director equity: RSUs valued at $80,009; 2,415 units; one-year vesting. No director stock options or PSUs disclosed for Baxter.
RSU vesting details (directors):
| Award Type | Grant Value ($) | Units | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | 80,009 | 2,415 | 100% vest one year from grant | None disclosed for directors (time-based) |
Other Directorships & Interlocks
| Company | Capacity | Potential Interlock/Conflict Considerations |
|---|---|---|
| Standard Diversified Inc. | Director; Executive Chair; Interim CEO (2015–2020) | Prior affiliation only; no current TPB-related related-party transaction disclosed. |
Board composition safeguards:
- RTI competitor restriction: While TPB/its subsidiaries are party to distribution agreements with Republic Technology International SAS (RTI), no person affiliated with an RTI competitor (or 20% owner thereof) may serve on TPB’s board. This reduces supplier-competitor conflict risk.
Expertise & Qualifications
- Education: BA (University of Victoria); MBA (Ivey Business School).
- Technical/functional expertise: Corporate finance, M&A across consumer, industrial/engineering, transportation, oil & gas; investment committee/fairness opinion committee experience.
- Board qualifications: Financial expertise and transaction experience cited by TPB as rationale for nomination.
Equity Ownership
Beneficial ownership (as of March 7, 2025):
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Gregory H. A. Baxter | 38,446 | <1% (*) |
Policy signals:
- Hedging/pledging: Insiders prohibited from pledging TPB securities as collateral without Audit Committee chair consent; prohibits margin purchases, short sales, and options (puts/calls) on TPB stock. No pledging by Baxter disclosed.
- Section 16 compliance: Company reported timely filings in 2024 except one late Form 4 by CFO Andrew Flynn; no exceptions noted for Baxter.
Governance Assessment
- Strengths: Longstanding director with deep finance/M&A expertise; independence affirmed (July 2023); strong engagement with perfect attendance in 2024; RSU-based director pay aligns with shareholder value; clear hedging/pledging prohibitions; RTI competitor eligibility screen reduces conflict risk.
- Changes to monitor: Audit Committee seat transition (Baxter replaced by Usher in Oct 2024) suggests ongoing committee refresh; investors may view tenure since 2006 as potential entrenchment risk, mitigated by independence status change and refreshed committee compositions.
- Red flags: None disclosed for Baxter—no related-party transactions, no pledging, and strong election support (12.0M For votes). Continue monitoring for any future related-party disclosures or changes in attendance/committee roles.