Stephen Usher
About Stephen Usher
Stephen Usher, age 58, has served as an independent director of Turning Point Brands since March 2021; he is Chair of the Compensation and Talent Committee and a member of the Audit Committee, bringing deep credit, special situations, and distribution experience from senior roles at BC Partners Credit, Standard General, Serengeti Asset Management, Goldman Sachs, and Citibank; he holds a B.A. from Wesleyan University and serves on the board of Mount Logan Capital, with non-profit engagements at The Harlem School of the Arts and the California Endowment’s Investment Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BC Partners (Credit Investment team) | Managing Director | Not disclosed | Business development, credit investing |
| Lafayette Square | Managing Director and Head of Distribution | Not disclosed | Led firm-wide distribution; product growth |
| Standard General L.P. | Partner | Not disclosed | Event-driven strategies; strategic decision-making exposure |
| Serengeti Asset Management | Founding Partner | Not disclosed | Distressed/special situations investing |
| Goldman Sachs | Built European bank loan sales in London; distressed loan/bond sales/trading in NY | 1996–2005 | Capital markets, leveraged/distressed expertise |
| Citibank | Leveraged loan sales group | Not disclosed | Credit markets and distribution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mount Logan Capital (MLC.NE) | Director | Current | Public company board experience |
| The Harlem School of the Arts | Board member | Current | Non-profit governance |
| The California Endowment | Advisor to Investment Committee | Current | Institutional investment oversight |
Board Governance
- Independence: The Board determined Mr. Usher is independent under NYSE and SEC rules .
- Committees: Compensation and Talent Committee (Chair); Audit Committee (member; replaced Gregory Baxter in Oct 2024); Nominating & Governance Committee not listed .
- Attendance: Board met 6 times in FY 2024; executive sessions held 4 times; all directors attended all meetings except Diao and Reddy (each missed one)—no absences attributed to Usher .
- Committee meeting cadence: Audit Committee met 7 times; Compensation and Talent met 4 times (3 actions by unanimous written consent); Nominating & Governance met 2 times .
- Lead Independent Director: Ashley Davis Frushone; duties include presiding over executive sessions and agenda-setting with the Executive Chairman and CEO .
Fixed Compensation
| Component | FY 2024 Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | Included in total | Standard non-employee director retainer of $80,000 |
| Committee fees | Included in total | Compensation Committee Chair receives $10,000; no separate meeting fees |
| Audit Committee member fee | Not specifically itemized | Audit members receive $10,000; Chair $20,000 |
| Total cash fees (Usher) | 86,707 | “Composed of Board member fees and Compensation Committee Chair fees” |
| RSUs (shares) | 2,415 | Annual grant; vest one year from grant date |
| RSUs (grant-date fair value) | 80,009 | Equity component of director pay |
Performance Compensation
- Director equity is time-based RSUs; no performance-conditioned director awards disclosed .
- As Compensation Committee Chair, Usher oversees executive long-term incentive design emphasizing performance units and RSUs with calibrated financial targets.
| Performance Metric | Plan/Application | Measurement Period | Notes |
|---|---|---|---|
| Adjusted EBITDA (cumulative) | Executive PRSUs | 3-year cumulative growth | 20% vesting year 1, 20% year 2, 60% year 3 upon target achievement |
| Operating Income | Pay versus performance disclosure | Annual | Among top metrics linking pay to performance |
| Return on Invested Capital (ROIC) | Legacy PRSUs | 5-year | Measured at period end for vesting (historical grants) |
Other Directorships & Interlocks
| Relationship | Detail | Governance Implication |
|---|---|---|
| Public company directorship | Mount Logan Capital (MLC.NE) | External public board exposure; enhances capital markets perspective |
| Prior affiliation with Standard General | Usher previously a partner at Standard General; TPB Executive Chairman David Glazek was Partner/PM at Standard General (2008–2023) | Potential network interlock; independence affirmed by Board; monitor for perceived influence channels |
Expertise & Qualifications
- Credit and special situations investing; bank loan markets; distressed trading; distribution leadership—supports oversight of capital allocation, incentive structuring, and risk .
- Not designated as Audit Committee financial expert (committee chair Diao holds the designation) .
- Governance and compensation oversight experience as Compensation Committee Chair .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Stephen Usher | 3,302 | <1% | As of March 7, 2025; shares outstanding 17,760,758 |
| 2024 Director RSUs (unvested) | 2,415 | N/A | RSUs vest one year from grant date |
| Hedging/Pledging | Policy prohibits pledging without Audit Chair consent; prohibits short-selling/options | N/A | Alignment safeguard |
Governance Assessment
- Strengths: Independent status; full attendance record in 2024; chairs Compensation Committee and serves on Audit Committee; meaningful equity in director pay aligns incentives; robust hedging/pledging restrictions support alignment .
- Shareholder support: Say-on-Pay approved by 96.6% in 2024—a positive signal on compensation governance and oversight .
- Risk/RED FLAGS to monitor:
- Material weakness in IT general controls (user access/change management) disclosed for 2023 with ongoing remediation (ERP implementation; control enhancements); Audit Committee (including Usher) is overseeing remediation—execution risk until fully remediated by end of FY 2025 .
- Auditor transition from RSM (2006–2025) to KPMG in March 2025—not due to disagreements; change management risk and independence optics; Audit Committee report signed by Diao (Chair), Davis (LID), and Usher .
- Network interlock: Prior Standard General ties (Usher and Glazek) could present perceived influence channels despite formal independence; transparency and recusal protocols are advisable .
- Ownership alignment: Usher’s direct beneficial stake is modest (<1%); equity retainer via RSUs partially offsets but monitor adherence to any director ownership guidelines (not disclosed) .
Overall, Usher’s compensation-governance leadership and credit-market experience bolster board effectiveness; oversight roles on compensation design and ICFR remediation are consequential for investor confidence, with the auditor change and IT controls remediation representing near-term governance execution risks .