John A. Catsimatidis Jr.
About John A. Catsimatidis Jr.
Independent director of Turning Point Brands since May 2024; age 32; B.S. in finance and management from NYU Stern; currently President & Chief Operating Officer of Red Apple Group (appointed 2024). Background spans investment leadership, capital allocation, M&A, corporate governance, and long-term value creation across public and private markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Red Apple Group | President & COO | 2024–present | Leads operations of portfolio companies; oversees investment team for sourcing, due diligence, and execution |
| Red Apple Group | Executive Vice President & Chief Investment Officer | 2011–2024 | Led in-house investment team; lectured on capital allocation, M&A, governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Red Apple Group (private) | President & COO | 2024–present | One of North America’s largest privately held companies across consumer, energy, real estate, logistics, finance, insurance, media |
| Catsimatidis Family Foundation | Philanthropic involvement | Ongoing | Family philanthropic activities |
Board Governance
- Committee assignments: Compensation and Talent Committee member; Compensation Chair is Stephen Usher; other members include Rohith Reddy .
- Independence: Determined independent under NYSE/SEC rules .
- Attendance and engagement: Board met 6 times in 2024; executive sessions held 4 times. Each incumbent director attended all Board and committee meetings on which they served, except Diao and Reddy who each missed one—no exceptions noted for Catsimatidis (i.e., full attendance) .
- Lead Independent Director: Ashley Davis; responsibilities include presiding over executive sessions and agenda-setting with the Executive Chairman .
- 2024 Compensation Committee activity: Met 4 times; acted by unanimous written consent 3 times .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Cash fees | $56,667 | Composed of Board member fees and Compensation Committee member fees (pro-rated for mid-year appointment) |
| RSUs (grant-date fair value) | $80,009 | 2,415 RSUs; director RSUs vest one year from grant date; no separate meeting fees paid |
| Total | $136,676 | 2024 director compensation summary |
Performance Compensation
| Metric/Structure | Disclosure |
|---|---|
| Performance-based equity (PSUs) for non-employee directors | Not disclosed; directors received time-based RSUs vesting after one year |
| Cash incentive metrics (revenue growth, EBITDA, TSR, ESG) | Not disclosed for directors |
No director-specific performance metrics or PSUs are disclosed; equity is time-based RSUs for non-employee directors .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Catsimatidis in TPB proxy |
| Private/non-profit boards | Philanthropic involvement via Catsimatidis Family Foundation |
| Interlocks/conflicts with TPB customers/suppliers | None disclosed; related-party transactions require Audit Committee approval per policy |
Expertise & Qualifications
- Education: B.S., NYU Stern School of Business (finance and management) .
- Technical/functional expertise: Capital allocation, mergers & acquisitions, corporate governance, public/private market investing .
- Industry experience: Consumer packaged goods perspectives via Red Apple Group portfolio; domain expertise cited by TPB as valuable .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 0 (less than 1%) as of March 7, 2025 |
| Ownership % of shares outstanding | <1% |
| Unvested RSUs (non-employee director grant) | 2,415 RSUs; vest one year from grant date |
| Hedging/pledging | Prohibited: no short-selling, no puts/calls; pledging requires Audit Committee Chair consent |
Section 16 compliance: Company notes one late Form 4 for CFO Andrew Flynn; no reporting issues disclosed for Catsimatidis .
Governance Assessment
-
Key positives:
- Independent Compensation Committee member; contributes investment and governance expertise to pay design oversight .
- Full attendance in 2024; engaged Board processes amid four executive sessions, signaling active oversight culture .
- No related-party transactions disclosed involving Catsimatidis; strong related-party approval policy under Audit Committee .
-
Potential concerns and monitoring items:
- Low alignment via beneficial ownership: 0 shares reported as of the record date; alignment currently through time-based RSUs only (monitor future ownership build) .
- Compensation Committee did not employ an independent compensation consultant in 2024—monitor independence and benchmarking rigor .
- Company-wide material weakness in IT general controls under remediation through 2025—while he is not on Audit, overall governance environment requires vigilance on risk oversight outcomes .
-
Signals from shareholder feedback:
- 2024 say-on-pay approval was 96.6%, indicating broad investor support for executive compensation; continued annual votes planned .
- Board increased diversity and reviewed committee independence after 2024 stockholder feedback—ongoing responsiveness noted .
RED FLAGS
- Zero beneficial ownership as of record date (considered an alignment gap for an independent director on the Compensation Committee) .
- No independent compensation consultant used in 2024 (potential benchmarking risk) .
Appendix: Board/Committee Activity Snapshot
| Body | 2024 Meetings | Attendance Note |
|---|---|---|
| Board of Directors | 6 | All incumbents attended all meetings except Diao and Reddy (each missed one); Catsimatidis not listed among exceptions |
| Executive sessions | 4 | Presided by Lead Independent Director |
| Compensation & Talent Committee | 4 (plus 3 unanimous written consents) | Member: Catsimatidis; Chair: Usher |