Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On March 18, 2021, Peggy H. Hebard notified the Board of Directors (the "Board")
of Turning Point Brands, Inc. (the "Company") of her intention to resign as a
director of the Company and a member of the Audit Committee and Compensation
Committee of the Board, effective immediately in order to pursue other
opportunities. Ms. Hebard's resignation was not the result of any dispute or
disagreement with the Company or the Board on any matter relating to the
operations, policies or practices of the Company.
On March 22, 2021, upon the recommendation of its Nominating and Corporate
Governance Committee, the Board elected Assia Grazioli-Venier to fill the
vacancy left by Ms. Hebard's departure. Ms. Grazioli-Venier will also serve as
a member of the Audit Committee of the Board.
In addition, on March 22, 2021, upon the recommendation of its Nominating and
Corporate Governance Committee, the Board determined to increase the size of the
Board to eight members and to elect Stephen Usher to fill the vacancy resulting
from the increase in Board size. Mr. Usher will also serve as a member of the
Compensation Committee of the Board. Prior to September 2019, the Company's
Board consisted of eight members. The size of the Board was temporarily
decreased in September 2019 in connection with the decision by the Company's
former chairman to retire.
Each of Ms. Grazioli-Venier and Mr. Usher will be compensated in accordance with
the Company's compensation program for non-employee directors.
Neither Ms. Grazioli-Venier nor Mr. Usher have any transactions reportable under
Item 404(a) of Regulation S-K. Mr. Usher is currently an employee of Standard
General, L.P., the beneficial owner of 21.2% of the Company's common stock. Mr.
Usher was not elected as a result of any arrangements between Standard General,
L.P. and the Company.
Biographical information for Ms. Grazioli-Venier and Mr. Usher follows:
Assia Grazioli-Venier is a founding partner of Muse Capital, established in
2016. Muse Capital is a seed-stage consumer fund, focused on investments in the
future of motherhood/parenting, online education, telehealth and wellness,
fintech, media and entertainment ventures. From 2006 to 2008, Ms.
Grazioli-Venier served as Creator and Head of TV, Radio & Digital for Ministry
of Sound, one of the leading music brands/record labels in Europe, which later
sold to Warner Music. In 2010, she joined Spotify, where she advised on global
strategic initiatives and business expansion efforts for over five years. Ms.
Grazioli-Venier has served on a number of Boards in both the for-profit and
non-profit sectors, including Northzone, one of Europe's leading technology
investment partnerships whose portfolio includes Spotify and Kahoot; the Sports
Leadership Board, a women's leadership board composed of female executives from
the sports, media, and technology industries; the publicly-listed Juventus
Football Club (JUVE.MI) since 2012, where she is the first female and youngest
board member to serve in such a role in the 120-year history of the club; the
Marquee Raine Acquisition Corp SPAC, which focuses on acquisitions in the sports
and entertainment space; AllRaise, which focuses on economic empowerment; and
Impact46, an innovative social impact firm. Ms. Grazioli-Venier holds a Bachelor
of Arts with Honors from Barnard College and completed the London Business
School's Emerging Leaders Programme.
Stephen Usher joined Standard General in 2009 as a Partner and manages the
firm's business development activity. He was formerly a Founding Partner of
Serengeti Asset Management, where he managed the firm's business development
activity and built out its credit trading business from 2007 to 2008. Mr. Usher
spent more than a decade at Goldman Sachs ("Goldman") from 1996 to 2006, during
which time he built out Goldman's European distressed bond and bank debt sales
and sourcing effort in London, and worked for Goldman's distressed bank loan and
bond sales and trading group in New York. He began his career at Citibank in
leveraged loan sales from 1991 to 1993. Mr. Usher is currently a member of the
Board of Directors of Harlem School of the Arts. He holds a Bachelor of Arts
from Wesleyan University, where he is a member of the President's Council.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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TURNING POINT BRANDS, INC. 
