Lawrence S. Wexler
About Lawrence S. Wexler
Lawrence S. Wexler, age 72, has served on Turning Point Brands’ (TPB) Board since 2013. He previously served as TPB’s President & CEO from June 2009 until his retirement on January 10, 2022; prior roles include President & COO and COO of North Atlantic Trading Company, TPB’s primary operating subsidiary. He began his career at Philip Morris USA (1977–1998) in senior sales, marketing, and finance roles. He holds a B.S. in administrative science from Yale and an MBA from Stanford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turning Point Brands, Inc. | President & Chief Executive Officer | Jun 2009 – Jan 10, 2022 | Led company for ~13 years; now provides strategic insight as former CEO |
| North Atlantic Trading Company, Inc. (TPB subsidiary) | President & COO; previously COO | President & COO since Jun 2006; COO since Jun 2005 | Operational leadership at primary operating subsidiary |
| TPB subsidiary (unnamed) | President & COO | Began Dec 2003 | Operating leadership in earlier TPB subsidiary |
| Philip Morris USA | Various; SVP Marketing (1992–1993), SVP Finance, Planning & IS (1993–1998); Group Director, Discount Brands (launched Basic and Alpine) | 1977 – 1998 | Senior leadership in sales, marketing, finance |
| Consultant (marketing/communications/financial companies) | Consultant/advisor (incl. operating roles) | 1998 – 2003 | Strategic and operating advisory work |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Velour Group LLC (private equity) | Strategic Advisor | Not specified | Boutique PE incubating startups in consumer goods, nutraceuticals, cannabis |
| EDM Snacking | Advisory Board Member | Not specified | Consumer products company focused on rolled tortilla chips |
| Tobacco Merchants’ Association | Director Emeritus | Not specified | Industry association role |
Board Governance
- Independence: The Board determined that Baxter, Catsimatidis, Diao, Davis, Reddy, and Usher are independent under NYSE/SEC rules; Wexler is not listed as independent (consistent with his service as TPB’s CEO within the past three years) .
- Committee assignments: 2024 committee rosters do not include Wexler (Audit: Diao (Chair), Davis, Usher; Compensation: Usher (Chair), Catsimatidis, Reddy; Nominating & Governance: Davis (Chair), Diao, Reddy) .
- Attendance: The Board met six times in 2024 (plus six unanimous written consents). Every incumbent director attended all Board/committee meetings of their service period except Diao and Reddy (each missed one); thus, Wexler attended all meetings. Four executive sessions of non‑employee directors were held .
- Governance context: Audit Committee is overseeing remediation of an ITGC material weakness with full remediation expected by end of FY2025 and ERP implementation in 1H25. Auditor rotated from RSM to KPMG in March 2025 for independence/fit reasons .
- Policies: Hedging prohibited; pledging prohibited absent Audit Chair consent; Securities Trading Policy applies to directors and officers .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Total Cash ($) | Notes |
|---|---|---|---|---|
| 2024 | 80,000 | — | 80,000 | Board member fees only (no meeting fees) |
| 2023 | 130,000 | — | 130,000 | Board fees and CEO‑to‑Board transition fees |
- Non-employee director program (2024): $80,000 cash retainer plus RSUs with grant-date value ~$80,009; Audit members +$10,000 (Chair +$20,000); Nominating +$5,000 (Chair +$10,000); Compensation +$5,000 (Chair +$10,000); no meeting fees . In March 2024, the Board standardized director pay to the 2024 construct from a differentiated 2023 schedule .
Performance Compensation
| Year | Equity Type | Shares/Units | Grant-Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| 2024 | RSUs | 2,415 | 80,009 | Time-based; vest one year from grant |
| 2023 | RSUs | 3,216 | 70,012 | Time-based; vest one year from grant |
- Director equity awards are time-based; the proxy does not indicate director performance metrics (PRSUs used for executives reference EBITDA/ROIC, not directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Wexler in TPB’s proxy biography . |
| Private/other boards | Advisory at The Velour Group; advisory board at EDM Snacking; Director Emeritus at Tobacco Merchants’ Association . |
| Interlocks/conflicts | No Item 404 related-party transactions involving Wexler are identified in the proxy; related-party transactions require Audit Committee approval per policy . |
Expertise & Qualifications
- Core credentials: Former TPB CEO; deep tobacco/CPG leadership; extensive sales/marketing/finance experience at Philip Morris USA .
- Education: B.S. (Yale), MBA (Stanford) .
- Board tenure/experience: Director since 2013; not independent; not serving on committees in 2024 .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Components and Notes |
|---|---|---|---|
| Lawrence S. Wexler | 494,932 | 2.8% | Includes 114,719 shares subject to exercisable options and 14,185 RSUs/PSUs vesting within 60 days; shares outstanding 17,760,758 as of Mar 7, 2025 . |
- Trading/pledging: Policy prohibits hedging and pledging (pledging only with Audit Chair consent); no pledging by Wexler is disclosed in the proxy .
- Section 16 compliance: Company notes one late Form 4 in 2024 by the CFO; none cited for Wexler .
Governance Assessment
-
Positives
- Significant ownership (2.8%) aligns interests with shareholders; options/RSUs indicate continued alignment .
- Full meeting attendance; Board held regular executive sessions; active governance infrastructure and policies (hedging/pledging restrictions, clawback) .
- Director compensation standardized in 2024 with balanced cash/equity; Wexler’s pay moved from transition-enhanced 2023 to standard levels in 2024, reducing potential pay anomalies .
-
Watch items / potential red flags
- Not independent (recent CEO), which can affect perceived board independence; he also does not serve on independent committees, limiting direct oversight roles .
- Company is remediating an ITGC material weakness (Audit Committee oversight ongoing through FY2025); while not tied to Wexler’s committee service, it remains a governance risk backdrop .
- No explicit director stock ownership guideline multiple disclosed; inability to test guideline compliance for directors from proxy alone .
-
Market sentiment signal
- Say‑on‑pay support for 2024 NEO compensation was 96.6%, suggesting broad investor support for compensation design and governance context in the latest cycle .