Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers

On December 16, 2021, Turning Point Brands, Inc. (the "Company") announced that the Board of Directors (the "Board") has appointed Yavor Efremov to succeed Larry Wexler as President and Chief Executive Officer of the Company, effective as of January 11, 2022. Mr. Wexler intends to retire as Chief Executive Officer effective January 10, 2022 after 18 years with the Company. Mr. Wexler will continue to serve on the Board of Directors following his retirement.

Mr. Efremov, age 48, joined the Company's Board of Directors in July 2021 to help develop its long-term strategic plan. In connection with his appointment as President and Chief Executive Officer, he will step down as a member of the Audit Committee but will continue to serve as a member of the Board.

Prior to joining the Company's Board of Directors, Mr. Efremov served as the CEO of Motorsport Network, where he was responsible for upgrading the IT infrastructure, processes, and company strategy to support the integration of more than 30 businesses around the world. He also served as a senior executive at Liberty Media Corp., where he was instrumental in sourcing, financing, and growing Liberty's investments in multibillion-dollar businesses, including Charter Communications and Formula 1. Prior to that, Mr. Efremov worked as an investment banker at Goldman Sachs & Co. and as a corporate lawyer at the law firm of Cleary, Gottlieb, Steen & Hamilton. Mr. Efremov holds a J.D. from Yale Law School and a Ph.D. in economics from Yale University. He also has a B.S. in mathematics and a B.A. in economics from Furman University. Mr. Efremov currently serves on the board of MDH Acquisition Corp. Mr. Efremov does not have any family relationships with any of the Company's directors or executive officers and is not a party to any transactions listed in Item 404(a) of Regulation S-K.

In connection with his appointment as President and Chief Executive Officer, the Company and Mr. Efremov entered into an employment agreement which provides for his employment to commence on January 11, 2022. The employment agreement provides for an initial term of one-year, subject to automatic one-year renewals unless either party gives at least 90 days' notice of non-renewal. Mr. Efremov will receive an annual base salary of $750,000 and a target annual bonus opportunity equal to 100% of base salary. In addition, Mr. Efremov will have a target annual long-term incentive opportunity of not less than $500,000. In the event that Mr. Efremov's employment is terminated by the Company without "Cause" or if Mr. Efremov resigns for "Good Reason" (each as defined the employment agreement), Mr. Efremov will be entitled to receive the following severance benefits: (i) a severance payment equal to 12 months' of annual base salary, payable over 12 months, (ii) an amount equal to a pro-rated portion of his target annual bonus for the year of termination, and (iii) a COBRA stipend equal to 12 months' COBRA continuation coverage. In addition, any equity awards granted to Mr. Efremov will be subject to acceleration or continued vesting, as applicable, upon certain resignation or termination events.

The foregoing description of Mr. Efremov's employment agreement is qualified in its entirety by reference to its full text, a copy of which is attached to this Form 8-K as Exhibit 10.1.

In connection with Mr. Wexler's retirement, the Company expects to enter into a separation agreement with Mr. Wexler pursuant to which he will agree to provide consulting services to the Company through June 30, 2022 in exchange for a monthly payment equal to 1/12th of his base salary, and a payment in respect of healthcare coverage during such period. In addition, Mr. Wexler's outstanding equity awards will remain outstanding and will continue to vest in accordance with the existing vesting schedules.

On December 16, 2021, the Company issued a press release in connection with the announcement of the foregoing matters. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



  99.1   Press Release issued by Turning Point Brands, Inc. dated December 16, 2021.
  10.1   Employment Agreement dated December 15, 2021 between the Company and Yavor
         Efremov.
104      Cover Page Interactive Data File (embedded within the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses