Summer Frein
About Summer Frein
Summer Frein, age 41, is Turning Point Brands’ Chief Revenue Officer (since Dec 2022), responsible for unified revenue strategy across sales and marketing; she joined TPB in early 2022 as Chief Marketing Officer after 15 years in senior roles at Cronos Group and Altria spanning sales, digital strategy, marketing, and business development. She holds a BBA (minor in Spanish) from the McCombs School of Business at the University of Texas at Austin and is a member of Chief, a private network for women executives . Company performance during her tenure includes improving Adjusted EBITDA in 2024 and strong TSR, which is also the core performance yardstick for executive equity (cumulative Adjusted EBITDA growth for PRSUs).
Company performance snapshot (historical reference)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (Company TSR) | $57 | $122 | $229 |
| Net Income ($M) | $11.641 | $38.462 | $39.809 |
| Adjusted EBITDA ($M) | $94.062 | $93.252 | $104.459 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cronos Group (USA) | General Manager, USA | — | Led strategy and execution across sales, marketing, and operations |
| Altria Group | Senior leadership roles in sales, digital strategy, marketing, business development | — | Commercial leadership across multiple functions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Chief (private network) | Member | — | Network for women executive leaders |
Fixed Compensation
| Item | 2024 | 2025 |
|---|---|---|
| Annual Base Salary | $382,500 | $382,500 |
| Target Annual Bonus (% of base) | 50% | 50% |
| Actual Bonus Paid (for prior-year performance) | $191,250 (for 2024 results) | — |
Notes:
- All Other Compensation (2024): $14,042 (primarily benefits/401(k) programs) .
Performance Compensation
Executive equity is delivered via time-based RSUs and performance-based RSUs (PRSUs). Since 2023, PRSUs vest based on cumulative adjusted EBITDA growth over a 3-year period; RSUs vest over 3 years. Historical PRSUs (pre-2023) used 5-year ROIC goals. 2024 awards followed the 2023 design with updated targets tied to current projections .
Equity award summary (select grants)
| Award Type | Grant Date | Shares | Grant Date Value | Vesting | Performance Metric |
|---|---|---|---|---|---|
| PRSU | 3/1/2024 | 8,654 | $229,504 | 20% year 1, 20% year 2, 60% year 3; subject to performance | Cumulative Adjusted EBITDA Growth (3-year) |
| RSU | 3/1/2024 | 5,769 | $152,994 | 33% per year over 3 years (time-based) | — |
| PRSU | 5/5/2023 | 8,252 | — | 20% year 1, 20% year 2, 60% year 3; subject to performance | Cumulative Adjusted EBITDA Growth (3-year) |
| RSU | 5/5/2023 | 4,539 | — | 33% per year over 3 years (time-based) | — |
| Stock Options | 4/29/2022 | 4,203 exercisable; 2,070 unexercisable as of 12/31/2024; $30.46 strike; expire 4/29/2032 | — | Options vest 34%/33%/33% on 1/1/2023, 1/1/2024, 1/1/2025 | — |
| RSU | 4/29/2022 | 1,913 | — | 5-year schedule beginning in year 3 (per 2021 Plan footnotes) | — |
Vesting/realization activity
| Item | 2024 |
|---|---|
| Stock units vested (count) | 4,400 |
| Value realized on vesting | $122,764 |
| Options exercised (count) | — |
| Value realized on exercise | — |
Program design and metrics
- Annual cash bonus: target 50% of base; committee considers company financial performance and individual results; payouts approved off audited results .
- Long-term equity: mix of RSUs and PRSUs; PRSUs measured on cumulative Adjusted EBITDA growth (3-year); RSUs time-based; pre-2023 PRSUs tied to ROIC (5-year) .
- Key pay-versus-performance measures disclosed: Operating Income, Adjusted EBITDA, Return on Invested Capital .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 19,928 shares (<1% of SO) |
| Vested vs. unvested (60-day window) | Includes 6,273 exercisable options; 8,673 RSUs/PSUs vesting within 60 days (as of Mar 7, 2025) |
| Options on file | 4,203 exercisable; 2,070 unexercisable @ $30.46; exp. 4/29/2032 |
| Unvested RSUs/PRSUs (12/31/2024) | PRSUs: 8,654 (3/1/2024); 8,252 (5/5/2023). RSUs: 5,769 (3/1/2024); 4,539 (5/5/2023); 1,913 (4/29/2022) |
| Mark-to-market values (12/31/2024) | 3/1/2024 PRSUs: $520,105; 3/1/2024 RSUs: $346,717 (based on $60.10 stock) |
| Hedging/pledging | Company policy prohibits pledging without Audit Chair consent; prohibits shorting and options transactions by insiders |
| Ownership guidelines | Not disclosed in proxy (no executive-specific guideline table provided) |
Upcoming vesting/supply overhang considerations
- 2024 RSUs vest 33% on 3/1/2025, 3/1/2026, 3/1/2027 (5,769 total) .
- 2023 PRSUs vest 20%/20%/60% on 5/5/2024, 5/5/2025, 5/5/2026 (performance-contingent) .
- 2024 PRSUs vest 20%/20%/60% on 3/1/2025, 3/1/2026, 3/1/2027 (performance-contingent) .
- 2022 options final 33% tranche (2,070) vested 1/1/2025; strike $30.46; expiry 4/29/2032 .
Employment Terms
| Topic | Status |
|---|---|
| Employment agreement | None. “The Company and Ms. Frein are not currently party to any employment agreement or other contractual severance agreement.” |
| Severance | Not contractually specified; proxy assumes none for without-cause termination; actual terms could be negotiated if event occurs |
| Non-compete / non-solicit | Not disclosed |
| Clawback policy | Adopted Oct 30, 2023; applies to all executive officers; recoup incentive-based comp in restatement scenarios per NYSE/SEC rules |
| Deferred comp | Eligible under TPB Non-Qualified Deferred Compensation Plan (salary/bonus/equity deferrals permitted) |
Performance Compensation (Detailed Design)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Cumulative Adjusted EBITDA Growth (PRSUs) | Not disclosed | Targets updated annually (not disclosed) | Not disclosed | Not disclosed | 20%/20%/60% over 3 years upon achievement |
| RSUs (time-based) | — | — | — | — | 33% annually over 3 years (2023+ grants) |
Say-on-Pay & Governance Indicators
- Say-on-Pay: 96.6% approval at 2024 annual meeting (supportive of NEO pay program) .
- Insider trading policy: bans pledging without consent; prohibits short sales and derivatives on company stock .
- Compensation Committee oversight and grant practices (no “spring-loading”/blackout grants) reaffirmed .
Investment Implications
- Alignment levers: A meaningful portion of Frein’s prospective compensation is performance-based PRSUs tied to multi-year cumulative Adjusted EBITDA growth, directly linking wealth creation to execution on profitable growth; RSUs add retention value through time-based vesting .
- Near-term supply overhang: Multiple upcoming RSU/PRSU tranches (2025–2027) and recently vested options may create periodic selling needs for taxes/liquidity, though PRSU vesting remains performance‑contingent .
- Retention risk: Absence of a contractual severance/change-in-control package reduces guaranteed protections relative to other NEOs, a potential recruitment/retention gap if external offers arise .
- Governance risk offset: Company-wide clawback policy and insider trading restrictions mitigate misalignment risks; strong 2024 say-on-pay support indicates shareholder endorsement of incentive design .
- Execution watch items: Company disclosed a material weakness remediation program expected to complete by end of FY2025; while not directly tied to Frein’s remit, control remediation is an enterprise execution marker during her tenure .
Key takeaway: Frein’s pay mix emphasizes multi-year EBITDA growth via PRSUs, providing strong alignment with profitable expansion. The lack of a severance agreement is an outlier among NEOs and a potential retention consideration, while upcoming equity vesting schedules warrant monitoring for selling pressure and performance-driven unlocks .