Governance

A director of our company since November 2012. David Glazek has served as a director of our company since November 2012, as our Lead Independent Director since January 2018, and as our Chair since September 2019. Mr. Glazek is a Partner and Portfolio Manager of Standard General L.P., which he joined in 2008, and an Adjunct Professor at Columbia Business School. He was formerly an investment banker at Lazard Frères & Co. from 2000 to 2003 and from 2006 to 2008. He also worked at the Blackstone Group. Mr. Glazek holds a Bachelor of Arts from the University of Michigan and a J.D. from Columbia Law School.

Lawrence S. Wexler is President and Chief Executive Officer of Turning Point Brands. Since joining the company in 2003, Mr. Wexler served in several executive roles for the company’s operating subsidiaries, including Chief Executive Officer and Chief Operating Officer of National Tobacco Company. He is also a board member of the Tobacco Merchants Association. Prior to joining the company, Mr. Wexler spent five years as a consultant to a number of emerging market, communication and financial companies, advising on marketing, financial and strategic matters. Prior to that experience, he served as Senior Vice President Finance, Planning and Sales for Philip Morris, USA, where he spent 21 years in a number of key leadership roles in Finance, Marketing, and Sales. He holds a B.S. from Yale University and an M.B.A. from Stanford Graduate School of Business.

A director of our company since April 2006. In 2015, Mr. Baxter was elected as a director of Standard Diversified Inc. (“SDI”) and served as Executive Chairman of the Board and Interim CEO of SDI until 2020. Mr. Baxter has been an independent corporate finance consultant primarily for middle-market corporations and closely-held businesses since 2005. Previously, from 2003 to 2005, he was Managing Director and Head, Hedge Fund Sales and Marketing at Diaz & Altschul Capital Management, where his primary focus was bringing its investment products to prospective corporate and institutional clients. He was also a member of the Investment Committee. Immediately before joining Diaz & Altschul, he was Managing Director and Head of Generalist/Cross-Border Mergers & Acquisitions at SG Cowen Securities Corporation, the U.S. investment bank of French bank, Société Générale from 2000 to 2002. There, he re-established the cross-border effort and worked globally in industries such as food, retail, consumer products, transportation and oil and gas. He was also a member of the SG Cowen Fairness Opinion Review Committee. Before SG Cowen, he was at Rothschild Inc. for almost six years, from 1994 to 2000, where he specialized in advising on industrial/engineering companies, including automotive, domestic and cross-border mergers, acquisitions and divestitures. He was also a founding member of SW Capital, an M&A boutique that specialized in middle-market transactions for Fortune 500 companies. Before that, he was a Vice President of Irving Trust Company’s Corporate Financial Counseling Department, providing M&A and other corporate finance advice to the bank’s clients. Mr. Baxter holds a Bachelor of Arts from the University of Victoria in Canada and a Master of Business Administration from the Ivey Business School in London, Canada.

A director of our company since September 2018. Ms. Davis is a founding partner of West Front Strategies LLC, established in January 2015. West Front Strategies LLC is a government relations firm that services clients in the education, financial services, transportation, tax, technology, international trade, energy, homeland security, healthcare, arts and philanthropy sectors. From 2003 to 2014, Ms. Davis was the Managing Principal at Blank Rome Government Relations, a subsidiary of Blank Rome LLP, a government relations business. Prior to Blank Rome, Ms. Davis worked at The White House as Special Assistant to the Director of Homeland Security and as Deputy Director of Management and Administration from 2001 to 2003. From 1999 to 2000, Ms. Davis served in various roles during the Bush/Cheney presidential campaign. From 1997 to 2000, Ms. Davis was a Senior Associate at Greenlee Partners, a government affairs firm. Ms. Davis holds a Bachelor of Arts from Westminster College, where she also serves on the Board of Trustees, and a Masters of International Business from Esade Business School in Spain, the McDonough School of Business at Georgetown University, and Fundação Getulio Vargas in Brazil.

A director of our company since November 2012. H.C. Charles Diao is Senior Vice President of Finance and Corporate Development and Corporate Treasurer of DXC Technology Company and previously Vice President and Corporate Tresurer of its predecessor, Computer Science Corp since 2012, with responsibility for and management of global treasury operations, corporate finance and capital markets, corporate development and M&A, pension plans and risk management/insurance. From 2008 to 2012, Mr. Diao was Managing Director and founder of Diao & Co., LLC, a firm that provided M&A and strategic advisory services to corporate clients, and the Chief Investment Officer of Diao Capital Management LLC, an affiliate that managed alternative investments on behalf of institutional family offices. Mr. Diao was formerly a Senior Managing Director at Bear Stearns where he was the Group Head for Special Situations Credit, a partner within the firm’s TMT investment banking practice and a member of the firm’s Investment Banking Committee and IPO Committee. Mr. Diao served as a member of the board of directors of Media General Inc., the successor via merger to New Young Broadcasting Holdings Inc., from August 2012 until January 2017. He was chairman of its Nominating and Governance Committee and a member of its Audit and Finance Committee. He holds a B.S.E. from Princeton University and a M.B.A. from Harvard Business School.

A director of our company since March 2021. Ms. 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 is the Head of Distribution at Lafayette Square, overseeing business development activities across all Lafayette Square investment products. Previously, Mr. Usher was a Partner at Standard General, L.P., an investment firm that manages event-driven opportunity funds. There, he managed the firm's business development activity, resided on the firm's investment committee, and was involved with the firm's trading business. 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. Mr. Usher spent close to a decade at Goldman Sachs from 1996 to 2005, during which time he built out Goldman's European distressed bond and bank loan 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 in Citibank's leveraged loan sales group. Mr. Usher has also served on several non-profit boards and is currently a member of the Board of Directors of The Harlem School of the Arts. He holds a Bachelor of Arts from Wesleyan University in Middletown, CT, where he is currently a member of the President’s Council.

A director of our company since January 2013. Arnold Zimmerman has served in executive leadership and board positions for a number of consumer product companies. A director of our company since 2013, Mr. Zimmerman has been President of Catchers Mitt LLC, a marketing consulting company focused on personal care products, since 2007. For the previous five years, he was the Chairman and CEO of 291 Digital LLC, a graphics imaging and printing company, and was Chairman, President and CEO of AM Products Company from 1999 to 2002. He held a number of senior executive positions during a 25-year career with Revlon-North America. Mr. Zimmerman earned a B.A. from the University of Miami.