Turning Point Brands names its chairman CEO

Boardroom Alpha · Executive Brief

On September 21, Turning Point Brands (TPB), whose brands include Zig-Zag, Stoker’s and the FRE and ALP nicotine pouches, said CEO Graham Purdy had resigned for personal reasons, effective September 30, and is leaving the board. Executive Chairman David Glazek becomes CEO on October 1. The company said the resignation was “not related to any disagreement.” (8-K)

The same release lowered the top of TPB’s 2026 EBITDA (earnings before interest, taxes, depreciation and amortization) guidance range, to $70–80 million from $70–90 million. The company called this a tightening and said the range assumes no margin benefit from onshoring manufacturing until 2027 and prolonged, higher freight costs. It reaffirmed guidance for Modern Oral sales. The stock fell 10.0% that day while the S&P 500 rose 1.6%; with both announcements in one release, the move can’t be attributed to either alone. At $60.12 on September 24, the shares were 58% below their February 25 closing high of $142.98.

Five questions shareholders will be asking:

1. How did the board treat the executives’ share-backed forward contracts under its trading policy? TPB hasn’t said.
2. Will Glazek stay Chair, and what will he be paid? The 8-K doesn’t say.
3. Will the board ask insiders, including the new CEO, to hold more stock? By our count, insiders sold about $21 million and bought about $0.6 million over three years.
4. What are the board’s refreshment plans now that the Chairman is CEO? Three directors received about 55% support in 2024.
5. Will the new CEO and the board deliver U.S. pouch manufacturing, and when? Management’s stated timetable has changed since March.

Questions for the board

1. How did the board treat the executives’ share-backed forward contracts under its trading policy?

In June 2025 Glazek entered a financing transaction with an unaffiliated dealer secured by a pledge of up to 78,000 TPB shares (Form 4). On December 19, 2025 he replaced it with a new contract at a reference price of $110.87 a share. Under that contract he receives about $7.0 million, roughly $90 per pledged share. On December 19, 2027 he must repay the dealer in cash or, at his election, deliver up to 78,000 shares valued at between $105.33 and $126.39 each, depending on the market price then. He keeps voting and dividend rights on the pledged shares (Form 4). At $60.12, the stock is below the $105.33 low end of that range.

Purdy entered a similar transaction on December 8, 2025: about $12.3 million, secured by up to 140,140 shares, with settlement beginning December 10, 2026 at between $91.50 and $104.45 a share (Form 4). That is about 61% of the 227,914 shares the 2026 proxy lists him as owning.

Both men reported the contracts in the derivative-securities table of their Form 4s as a “Forward contract,” with footnotes describing a financing secured by pledged shares. TPB’s trading policy addresses the two features separately. It prohibits pledging unless the pledge is approved by the chair of the Audit Committee, and it prohibits “the purchase or sale of options of any kind, whether puts or calls, or other derivative securities relating to the Company’s common shares” (policy, 10-K Ex. 19.1). TPB has not disclosed whether the pledges were approved or how it treated the contracts under the derivatives provision. The 2026 proxy’s ownership footnotes identify Glazek’s options and deferred shares but do not identify any shares as pledged, for him or for Purdy (proxy).

Why it matters. Contracts like these let an executive raise cash against shares without selling them; how much exposure to the share price the executive keeps on those shares depends on terms the Form 4s describe only in outline. Glazek’s 78,000 pledged shares roughly equal the 78,111 shares the 2026 proxy shows him holding after excluding options and deferred shares. He also holds 101,808 exercisable options with exercise prices of $20.71 to $27.19, 73,380 deferred shares and 77,696 unvested stock awards (as of Dec. 31, 2025), which remain tied to the share price (proxy). Both men entered their current contracts in December 2025, when the stock closed at $101.47 (Purdy, Dec. 8) and $109.22 (Glazek, Dec. 19); it went on to a $142.98 closing high in February and has since fallen to $60.12. Each contract was reported within two business days. For shareholders, the questions are how much of the new CEO’s stake now moves with the stock, whether equity he receives as CEO could be pledged or hedged the same way, and how the board applied its policy. Purdy’s contract begins settling in December 2026, after he has left, when he may no longer be required to report changes on Form 4.

2. Will Glazek stay Chair, and what will he be paid?

The 8-K doesn’t say whether Glazek will remain Chair or whether the board ran a search. It doesn’t describe any new pay arrangement for him or say that one is still to be set. TPB’s 2026 proxy says the board has historically separated the CEO and Chair roles and keeps the authority to change the structure, including during leadership transitions. If the roles are combined, the Lead Independent Director role becomes more important. Ashley Davis Frushone has held it since January 2023; the proxy says its duties include presiding over executive sessions of the independent directors, calling their meetings and setting board agendas with the Executive Chairman.

Purdy’s employment agreement, as described in the 2026 proxy, provides severance (about $1.4 million, by the proxy’s calculation) if he is terminated without cause or resigns for good reason. TPB hasn’t said whether his resignation qualifies or whether the board will agree to separate departure terms. Under SEC rules, pay terms for a newly appointed CEO that were not set at the time of the 8-K must be disclosed in an amended 8-K within four business days after they are determined; a new separation agreement with Purdy would generally also require an 8-K.

3. Will the board ask insiders, including the new CEO, to hold more stock?

By our count, over the three years to September 21, 2026, TPB directors and officers sold about $21.1 million of stock on the open market and bought about $0.6 million. The last purchase was in June 2024; Glazek’s last was in May 2023. His only open-market sale in the period, on the day he replaced his forward contract, was 30,000 shares received from exercising options, for $3.3 million. Insiders sold in March and May 2026. No director or officer traded on the open market in the four months before the announcement. TPB’s 2026 proxy does not describe stock ownership guidelines for executives or directors. Shareholders may ask whether the board will set them, including for the new CEO.

TPB share price and insider trades, Sept. 2023 – Sept. 2026

Open-market sales (code S) and purchases (code P) by TPB directors and officers, and the executives’ forward contracts. Source: Form 4 filings; Boardroom Alpha calculations.

4. What are the board’s refreshment plans now that the Chairman is CEO?

This is TPB’s third CEO transition since January 2022: Wexler to Efremov (January 11, 2022), Efremov to Purdy (October 16, 2022) and Purdy to Glazek (October 1, 2026). Six of the nine remaining directors have served through all three: Gregory Baxter (director since 2006), David Glazek and Charles Diao (2012), Lawrence Wexler (2013), Ashley Davis Frushone (2018) and Stephen Usher (2021).

In 2024 Baxter, Diao and Frushone each received about 55% support, while the other six nominees received 92.6% to 98.2%. TPB’s 2025 proxy said it received stockholder feedback on board composition after the 2024 meeting, including board diversity, director independence and a previously disclosed material weakness in internal controls, and the board added Kathleen Shanahan to the board in May 2025. Every director received 96.9% or more in 2025 and 97.7% or more in 2026. The 2027 annual meeting will hold the first director elections since the Chairman became CEO. Shareholders may ask whether the board plans further changes to its membership before then.

Seven of the nine directors are independent under NYSE rules; Glazek and Wexler, the former CEO, are not. Two directors, Glazek and Usher, are former partners of Standard General, an investment firm that reported owning 56.3% of TPB after its May 2016 IPO and 3.85% in its last filing, in November 2022 (13D, 13D/A).

The incoming CEO’s other boards. Standard General designated Glazek to the National CineMedia board in 2019; its shares are down 96% since then, including dividends, against a 170% gain for the S&P 500, and its operating company went through Chapter 11 in 2023. American Apparel filed for Chapter 11 in 2015 while he was a director. These are the companies’ share-price records, not measures of his individual contribution (Boardroom Alpha calculations, through Sept. 24, 2026).

5. Will the new CEO and the board deliver U.S. pouch manufacturing, and when?

TPB’s own manufacturing is limited to moist snuff (10-K); management has said its nicotine pouches come mainly from a manufacturing partner in India. It has presented a pouch plant in Louisville as the way to reduce freight and tariff costs, with gross margins in the category approaching 70% by the end of the decade (Q1 call).

Management has described the timetable three times this year. On the March earnings call, CFO Andrew Flynn said the company expected to qualify the production lines within a couple of months and to see early margin benefits toward the end of 2026 (transcript). In August, Purdy said U.S. manufacturing was on track to begin by year-end, subject to regulatory approval linked to the company’s FDA product applications (call summary). The September release assumes no margin benefit from onshoring until 2027. With the executive who set out the plan leaving, shareholders may ask whether Glazek and the board still intend to complete it, what it depends on, and when they expect it to contribute.

Counterpoints

• Total return. From December 30, 2022 through September 24, 2026, a period with Purdy as CEO and, from January 2023, Glazek as Executive Chairman, TPB’s total return including dividends was 185%, compared with 110% for the S&P 500.
• Continuity. Glazek has been a director since 2012, Chairman since 2019 and Executive Chairman since January 2023. In the release, he said he has “worked closely with the Board and leadership team for the past 12 years” and pointed to “a transformative opportunity” in white nicotine pouches.
• Recent votes. Every director received 97.7% or more in 2026, and say-on-pay received 97.8%.
• Balance sheet. TPB reported $268 million of cash and $300 million face amount of senior secured notes due 2032 at June 30.

What to watch

• When set
  An amended 8-K with Glazek’s CEO pay, any separation agreement with Purdy, and any decision on a separate Chair.
• Early November
  Third-quarter results, based on prior years’ timing, and Glazek’s first earnings call as CEO, including any update on Louisville production and the FDA review.
• Nov. 25, 2026
  Deadline for shareholder proposals to be included in the 2027 proxy (Rule 14a-8).
• Dec. 10, 2026
  Settlement of Purdy’s forward contract begins.
• Jan. 9 – Feb. 8, 2027
  TPB’s bylaw advance-notice window for shareholder director nominations and other business at the 2027 annual meeting.
• May 2027
  Annual meeting, based on prior years’ timing.
• Dec. 19, 2027
  Glazek’s forward contract matures.
• Ongoing
  Form 4 filings: insider purchases or sales, and any changes to the forward contracts.

Sources: TPB’s SEC filings and published earnings-call transcripts, as linked; the questions are ours. Insider totals are Boardroom Alpha calculations of open-market Form 4 sales and purchases by directors and officers from Sept. 22, 2023 to Sept. 21, 2026, excluding the forward contracts. Total returns include dividends, with the S&P 500 measured by SPY; prices through Sept. 24, 2026. For information only; not investment advice.