Rohith Reddy
About Rohith Reddy
Rohith Reddy, age 47, is an independent director of Turning Point Brands (TPB) since May 2023. He serves as Vice President and Managing Director, On-Premise at Bacardi Limited/U.S.A., Inc. since 2022, and previously held senior marketing roles at Bacardi (since 2011), Cavalry (SVP, Group Account Director), Pabst Brewing Company (Brand Management, 2006–2011), Energy BBDO, and Leo Burnett. He holds a BS in Microbiology from the University of Michigan and an MBA in International Business Strategy from the University of Manchester. The Board cites his extensive experience in marketing and brand management targeting adult consumers as the core credential for his TPB directorship; he is classified as independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bacardi Limited/U.S.A., Inc. | VP & Managing Director, On-Premise | Since 2022 | Senior commercial leadership in spirits; adjacent consumer brand expertise |
| Bacardi Limited/U.S.A., Inc. | Various marketing leadership roles (e.g., Bacardi rum, Grey Goose, Patron, Bombay Sapphire) | Since 2011 | Led major global brands; brand-building experience |
| Cavalry (integrated advertising agency) | SVP, Group Account Director | Not disclosed; prior to Bacardi | Accounts included MillerCoors |
| Pabst Brewing Company | Brand Management | 2006–2011 | Oversaw resurgence of iconic beer brands |
| Energy BBDO; Leo Burnett | Account Supervisor | Not disclosed; prior roles | Worked on Kraft and Marlboro brands |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| — | No public company directorships disclosed in TPB proxy biography | — |
Board Governance
- Independence: The Board determined Mr. Reddy is independent under NYSE and SEC rules .
- Committees: Member, Compensation and Talent Committee (Chair: Stephen Usher); Member, Nominating and Governance Committee (Chair: Ashley Davis Frushone) .
- Board attendance: In 2024, Board met 6 times; each incumbent director attended all meetings of the Board and committees served, except Mr. Diao and Mr. Reddy who each missed one meeting. Four executive sessions were held; all directors attended the Company’s 2024 annual meeting .
| Governance Item | 2024 |
|---|---|
| Board meetings held | 6 |
| Executive sessions held | 4 |
| Reddy attendance | 5 of 6 (missed one meeting) |
| Compensation & Talent Committee meetings | 4 (plus 3 unanimous written consents) |
| Nominating & Governance Committee meetings | 2 |
| Independence status | Independent (NYSE/SEC) |
Fixed Compensation
- Structure (2024): Non-employee directors received $80,000 annual cash retainer and RSUs valued at $80,009 vesting one year from grant; committee retainers: Audit +$10,000 (Chair +$20,000), Nominating +$5,000 (Chair +$10,000), Compensation +$5,000 (Chair +$10,000). No meeting fees .
- Reddy composition (2024): Cash composed of Board member fees, Nominating Committee fees, and Compensation Committee fees .
- Structure change (2023→2024): Board adopted a streamlined program in March 2024 setting $80,000 cash and ~$80,000 RSUs for all directors, with modest adders for committee service; 2023 had different levels for Audit Committee service .
| Metric | 2023 | 2024 |
|---|---|---|
| Cash fees ($) | 53,333 | 86,667 |
| RSU grant-date fair value ($) | 70,012 | 80,009 |
| RSUs granted (units) | 3,216 | 2,415 |
| Total ($) | 123,345 | 166,676 |
| Vesting for director RSUs | 1-year from grant | 1-year from grant |
Performance Compensation
Directors receive time-based RSUs; no director-specific performance metrics are disclosed for annual director equity.
| Award Type | Grant Year | Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (Director grant) | 2024 | 2,415 | 1-year from grant | None disclosed for directors |
| RSUs (Director grant) | 2023 | 3,216 | 1-year from grant | None disclosed for directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in TPB proxy biography |
| Committee roles at other companies | Not disclosed |
| Shared directorships with competitors/suppliers/customers | TPB’s certificate bars RTI competitors and representatives from Board service; no such issue noted for Reddy |
Expertise & Qualifications
- Education: BS in Microbiology (University of Michigan); MBA in International Business Strategy (University of Manchester) .
- Domain expertise: Marketing and brand management for adult consumer brands across spirits and tobacco-adjacent products (e.g., Bacardi, Grey Goose, Patron, Bombay Sapphire; prior work includes MillerCoors and Marlboro) .
- Board rationale: Adjacent-industry insights enhancing TPB’s consumer brand strategy .
Equity Ownership
- Beneficial ownership: 2,027 shares; less than 1% of TPB’s 17,760,758 shares outstanding as of March 7, 2025 .
- Hedging/pledging: Company policy prohibits margin purchases, short sales, and put/call transactions; pledging requires Audit Committee Chair consent .
| Ownership Item | Value |
|---|---|
| Shares beneficially owned | 2,027 |
| Percent of shares outstanding | <1% |
| Shares outstanding (reference) | 17,760,758 (as of Mar 7, 2025) |
| Vested vs. unvested breakdown | Not disclosed — |
| Pledged/hedged shares | Not disclosed; subject to policy restrictions |
Governance Assessment
-
Positives
- Independent director with relevant adjacent-industry brand leadership; adds consumer marketing insight to TPB’s Board .
- Active committee participation on Compensation and Nominating, both fully independent; Compensation Committee met 4 times and conducted risk oversight jointly with Audit .
- Strong director compensation design emphasizes equity alignment (one-year RSU vesting) and modest committee fees; 2024 program simplification enhances transparency .
- Board engagement: Attended the 2024 annual meeting; participated in majority of Board sessions (missed one of six) .
- Broader Board governance context: Audit Committee overseeing material weakness remediation and led auditor transition to KPMG in 2025, signaling commitment to controls and independence (Reddy not on Audit) .
- Say-on-pay support: 96.6% approval in 2024, indicating investor confidence in compensation governance .
-
Watch items / potential conflicts
- Attendance: One missed meeting in 2024—monitor for consistency in future periods .
- Ownership alignment: Beneficially owns 2,027 shares (<1%); while director RSUs support alignment, absolute ownership is modest; monitor any increase via annual grants .
- External employment: Senior leadership at Bacardi (spirits) is adjacent but not directly competitive with TPB; TPB’s certificate prohibits RTI competitor representatives from Board service, mitigating competitor conflicts. No specific related-person transactions involving Reddy are described in reviewed proxy sections; Board maintains a formal related-party policy .
Overall signal: Independent status, relevant consumer brand expertise, and active service on key independent committees are positives for board effectiveness. Ownership is modest but supplemented by annual RSUs; attendance should be monitored but no material concerns based on 2024. Governance structures (risk oversight, auditor change, anti-hedging/pledging policy) support investor confidence .