Kathleen Shanahan
About Kathleen Shanahan
Kathleen Shanahan (age 66) was elected as an independent director of Turning Point Brands on May 6, 2025; the Board determined she will be independent upon election and expects her to serve on the Audit Committee . She is a seasoned operator and director: former CEO of Turtle & Hughes (2018–2023) and prior Chair/CEO roles in industrial and infrastructure firms; she holds an MBA from NYU Stern and a BA in Nutrition Biochemistry & Economics from UC San Diego . She also joined The Mosaic Company’s board in March 2025 and serves on boards of Great Lakes Dredge & Dock (since 2018) and HireQuest (since 2019; Audit Committee member, Chair of Nominating/Governance) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turtle & Hughes, Inc. | Chief Executive Officer | 2018–2023 | Led industrial distribution operations, P&L and strategic development |
| Ground Works Solutions (URETEK Holdings, Inc.) | Chair; Chief Executive Officer | Chair: 2011–2018; CEO: 2011–2015 | Foundation lifting/soil stabilization leadership |
| WRS Infrastructure & Environment, Inc. (WRScompass) | Chair and Chief Executive Officer | Not disclosed | Environmental engineering and civil construction leadership |
| TRC Companies, Inc. (NYSE: TRR) | Director; Audit Committee member | 2015–2017 | Governance oversight; audit committee service |
| WCI Communities, Inc. (NYSE: WCI) | Director; Chair of Executive Compensation Committee | 2004–2007 | Led executive compensation committee |
| Government roles (White House, Governors) | Chief of Staff; Deputy Secretary; Special Assistant | Various | Senior policy and administrative roles for Jeb Bush, Dick Cheney, Pete Wilson, George H.W. Bush, Reagan NSC |
External Roles
| Company | Role | Tenure | Committees/Positions |
|---|---|---|---|
| The Mosaic Company (NYSE: MOS) | Director | March 2025–present | Not disclosed |
| Great Lakes Dredge & Dock (NASDAQ: GLDD) | Director | 2018–present | Not disclosed |
| HireQuest (NASDAQ: HQI) | Director | 2019–present | Audit Committee member; Chair, Nominating/Governance Committee |
Board Governance
- Committee assignments at TPB: Expected Audit Committee member; Audit Chair is H.C. Charles Diao .
- Independence: Board determined Shanahan will be independent upon election .
- Meeting cadence: In 2024, the Board met 6 times; 4 executive sessions of non‑employee directors were held; most directors had perfect attendance, with exceptions noted for Diao and Reddy (each missed one meeting). Shanahan was not yet on the Board in 2024 .
- Diversity: Board increased gender diversity in the last year; the 2025 diversity matrix shows 2 female and 8 male nominees across 10 directors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $80,000 | Standard for TPB directors |
| Annual RSU grant | $80,009 | Vests one year from grant; 2,415 RSUs granted in 2024 to incumbents |
| Audit Committee member retainer | $10,000 | Additional cash for committee membership |
| Audit Committee Chair retainer | $20,000 | Additional cash for chair role |
| Compensation Committee member/Chair | $5,000 / $10,000 | Additional cash for membership/chair |
| Nominating & Governance member/Chair | $5,000 / $10,000 | Additional cash for membership/chair |
| Lead Independent Director | $30,000 | Additional cash retainer |
| Meeting fees | None | No separate meeting fees |
Implication: As an Audit Committee member, Shanahan’s TPB compensation structure aligns with standard practice—balanced cash and time‑based equity with added committee retainers; no performance‑linked pay or meeting fees .
Performance Compensation
| Performance Metric | Applies to Director Pay? | TPB Practice Context |
|---|---|---|
| Cumulative adjusted EBITDA growth | No | Used for executive PRSUs; 20/20/60 vesting over 3 years under 2021 Plan |
| Return on Invested Capital (ROIC) | No | Used historically for executive PRSUs with 5‑year performance periods |
Directors receive time‑based RSUs vesting after one year; TPB does not tie director equity to performance metrics .
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict with TPB | Notes |
|---|---|---|
| The Mosaic Company (MOS) | None disclosed | Fertilizer/commodities; no disclosed TPB relationship |
| Great Lakes Dredge & Dock (GLDD) | None disclosed | Marine dredging; no disclosed TPB relationship |
| HireQuest (HQI) | None disclosed | Staffing services; no disclosed TPB relationship |
TPB’s related‑party transaction policy requires Audit Committee approval; no related‑party transactions are disclosed involving Shanahan .
Expertise & Qualifications
- Former CEO and Chair across multiple industrial and infrastructure companies; deep P&L and operations experience .
- Significant public company board experience, including Audit and Compensation committee leadership .
- Senior government policy roles indicating complex stakeholder management capabilities .
- Education: MBA (NYU Stern); BA in Nutrition Biochemistry & Economics (UC San Diego) .
- Member of Women Corporate Directors and International Women’s Forum .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Kathleen Shanahan (Director Nominee as of record date) | — | * (less than 1%) |
As of March 7, 2025, Shanahan did not report beneficial ownership of TPB shares; director equity grants for new directors post‑election are not detailed in the proxy .
Insider Trades
| Filing Type | Date | Summary |
|---|---|---|
| None identified for Shanahan in TPB filings through May 9, 2025 | — | Proxy shows no holdings as of March 7, 2025; election on May 6, 2025; subsequent Form 3/4 filings not included in reviewed documents . |
Governance Assessment
- Strengths: Independent status; Audit Committee membership concurrent with ongoing ITGC remediation oversight, which is tightly managed by the Audit Committee with detailed remediation steps and external consultants—positive for control environment confidence .
- Board effectiveness: Regular executive sessions (4 in 2024), structured leadership with Lead Independent Director, and enhanced board diversity following shareholder feedback—signals responsiveness and improved oversight .
- Pay alignment: Director compensation is balanced between cash and time‑based RSUs; absence of performance‑linked director pay reduces risk of misaligned incentives; no meeting fees .
- Shareholder support: Say‑on‑pay passed; 2024 approval was 96.6%; 2025 votes For were 11,141,486 vs Against 895,893 (counts) .
- Red flags: None disclosed specific to Shanahan. Multi‑board commitments (MOS, GLDD, HQI, TPB) should be monitored for bandwidth but also add cross‑industry perspective; no related‑party transactions or pledging/hedging disclosed, and TPB policy restricts pledging without Audit Chair consent .
Say-on-Pay Results
| Metric | 2024 | 2025 |
|---|---|---|
| Approval outcome | 96.6% approval (of votes cast; excl. abstentions/broker non‑votes) | Votes For: 11,141,486; Against: 895,893; Abstain: 140,883; Broker Non‑Votes: 1,952,275 |
Board & Committee Attendance Context
| Metric | 2024 |
|---|---|
| Board meetings held | 6 |
| Executive sessions | 4 |
| Attendance | All directors attended Board/committees during service except Diao and Reddy (each missed one); Shanahan not yet serving |
Policies Relevant to Alignment and Conflicts
- Hedging/Pledging: Insiders prohibited from pledging TPB stock without Audit Chair consent; short‑selling and options trading prohibited .
- Related‑party transactions: Audit Committee approval required; none disclosed involving Shanahan .
- Clawback: Applies to executive officers for incentive‑based pay upon restatement (NYSE/SEC compliant, adopted Oct 30, 2023) .
Overall implication: Shanahan’s audit, compensation, and governance background complements TPB’s current control remediation and board diversity priorities, with low apparent conflict risk and standard director pay alignment structures .