Lucille Salhany

About Lucille S. Salhany

Independent Class III director at 22nd Century Group (XXII) since 2022; age 78; current term expires at the 2026 annual meeting . She is Chair of the Compensation Committee and a member of the Audit and Corporate Governance & Nominating Committees; the Board has determined she is independent under Nasdaq standards . Salhany is a veteran media executive—former Chair of Fox Broadcasting (first woman to head a major TV network), Chairperson of Twentieth Television, and CEO/President of UPN—as well as founder/CEO of JHMedia; she has served on multiple corporate and nonprofit boards and is an honorary doctorate recipient from Emerson and Lasell Colleges .

Past Roles

External Roles

Current public company directorships beyond XXII were not disclosed in the 2025 proxy .

Board Governance

• Independence and structure: The Board deems Salhany independent; she chairs the Compensation Committee and serves on the Audit and Corporate Governance & Nominating Committees. After the 2025 meeting, she remains Comp Committee Chair; Audit will be Arno, Salhany, Keys (Chair); Corporate Governance & Nominating will be Keys, Salhany, Arno (Chair) .
• Attendance and engagement: The Board held 12 meetings in 2024; all directors attended at least 75% of Board and committee meetings on which they served. Independent director executive sessions were held at most regularly scheduled meetings .
• Leadership: CEO Lawrence Firestone is Board Chair; Andrew Arno is Lead Independent Director .
• Governance policies: Corporate Governance Guidelines limit directors to no more than two other public-company boards and require annual Board/committee self-evaluations .

Fixed Compensation

2025 director pay structure (policy-level amounts):

• Annual cash retainer: $20,000; Chair of Compensation or Corporate Governance & Nominating: $5,000; Audit Chair: $10,000; Lead Independent Director/Board Chair cash: $20,000; Committee member: $5,000 .
• Annual equity award value: Member of a Board Committee $35,000; Lead Independent Director/Board Chair $60,000 .
• Equity vests annually; 75% non‑qualified stock options and 25% RSUs .

Performance Compensation

• Non-employee directors: No performance-conditioned equity is disclosed for directors; 2025 director equity awards vest on time-based schedules (annual vesting; 75% options/25% RSUs) .
• Company executive plan context (overseen by Compensation Committee): For 2025, annual cash bonus pool funded at 25% of Adjusted EBITDA above $2.0 million (up to 150% of target), with 80% weighting on Company performance and 20% on individual performance; 2025 LTI awards align to target cash bonus, split 75% NQSO / 25% RSU, vest over three years, share counts based on 30‑day average closing price prior to grant .

Other Directorships & Interlocks

• Compensation Committee interlocks: None—no member had a relationship requiring disclosure under Item 404; none of XXII’s executive officers served on another company’s compensation committee whose executive served on XXII’s Board/Comp Committee .
• Overboarding controls: Board policy limits service to no more than two other public-company boards (mitigates overboarding risk) .

Expertise & Qualifications

• Media operations and network leadership (Fox Broadcasting Chair; UPN CEO/President), syndication (Twentieth Television), and content/distribution entrepreneurship (JHMedia, Echo Bridge) .
• Governance/committee leadership experience; current Chair of Compensation; service on Audit and Corporate Governance & Nominating Committees .

Equity Ownership

• Basis: Table calculated on 4,095,322 shares outstanding as of April 28, 2025; “*” denotes less than 1% .
• No director-specific disclosure of pledged shares or hedging by Salhany; company policy prohibits hedging/short-selling by insiders .

Governance Assessment

• Strengths

  • Independent director with substantial prior C-suite/board experience; currently chairs Compensation and serves on Audit and Governance committees—positions central to pay design, audit oversight, and board refreshment .
  • Attendance at or above 75% threshold in 2024; active independent executive sessions support board independence .
  • Sound policy framework: hedging prohibited; clawback policy compliant with Nasdaq Rule 5608; option repricing and backdating prohibited under the incentive plan .
  • Board overboarding limit supports director capacity/engagement .

• Alignment/concerns

  • Very low personal share ownership (5 shares, <1%) signals limited direct economic alignment; 2025 equity grants to directors may improve alignment if implemented as disclosed .
  • No related-party transactions disclosed involving Salhany; one immaterial related-party transaction in late 2024–Apr 2025 involved a different company executive’s advisory role (arm’s-length) .
  • Board faces complex capital actions (warrants, reverse split, debenture conversion resets) that can be dilutive; although not attributable to Salhany individually, sustained investor scrutiny of pay-for-performance and dilution is likely—areas within purview of committees on which she serves .

Overall: Independent, experienced committee leader with satisfactory attendance and strong governance policy scaffolding. Primary watch item is low personal ownership; 2025 director equity program may modestly enhance alignment if grants are made/retained over time .

Key references:
- Director bio, roles, committees, age, class/tenure: **[1347858_0001641172-25-014543_formdef14a.htm:8]** **[1347858_0001641172-25-014543_formdef14a.htm:10]** **[1347858_0001641172-25-014543_formdef14a.htm:11]** **[1347858_0001641172-25-014543_formdef14a.htm:14]**
- Board operations/attendance/executive sessions/lead ind.: **[1347858_0001641172-25-014543_formdef14a.htm:12]**
- Director pay (2024 actual; 2025 policy and equity mix/vesting): **[1347858_0001641172-25-014543_formdef14a.htm:15]**
- Beneficial ownership: **[1347858_0001641172-25-014543_formdef14a.htm:63]**
- Governance policies (overboarding, clawback, hedging, repricing/backdating): **[1347858_0001641172-25-014543_formdef14a.htm:13]** **[1347858_0001641172-25-014543_formdef14a.htm:19]** **[1347858_0001641172-25-014543_formdef14a.htm:37]**
- Related-party transactions disclosure: **[1347858_0001641172-25-014543_formdef14a.htm:65]**
- Capital/dilution proposals context: **[1347858_0001641172-25-014543_formdef14a.htm:42]** **[1347858_0001641172-25-014543_formdef14a.htm:52]** **[1347858_0001641172-25-014543_formdef14a.htm:54]** **[1347858_0001641172-25-014543_formdef14a.htm:58]** **[1347858_0001641172-25-014543_formdef14a.htm:59]**