Corporate Governance Guidelines

Pyxus International, Inc.

Corporate Governance Guidelines

The Board of Directors (the Board) has adopted these Corporate Governance Guidelines, in conjunction with the charters of key Board Committees, to inform shareholders, employees, customers and other constituents of the Board’s principles as a governing body. The Board fosters and encourages a corporate environment of strong disclosure controls and procedures, including internal controls, fiscal accountability, high ethical standards and compliance with applicable policies, laws and regulations. At Pyxus International, Inc. (“Pyxus” or the “Company”), re-examining our practices and setting new standards is an ongoing process. Similarly, the area of corporate governance continues to evolve. Therefore, the Board fully expects these Guidelines to be reviewed and modified as needed upon the recommendation of the Environmental, Social and Governance Committee.

Access to Information

The Company’s governance-related documents, including these Guidelines, the committee charters, and the Code of Business Conduct, are available on the Company’s website, www.pyxus.com, or by written request addressed to: Corporate Secretary, Pyxus International, Inc., P. O. Box 2009, Morrisville, NC 27560.

Roles and Responsibilities

Role of the Board

A director’s basic responsibility is to exercise his or her good faith business judgment in furthering the best interests of the Company. In discharging that obligation, each director is entitled to rely on the honesty and integrity of the Company’s Executive Management, senior officers, the internal audit function, independent accountants and outside advisors and consultants.

Role of Management

The Board has delegated to the Chief Executive Officer (CEO) and other executive officers the authority and responsibility for managing the business of the Company in a manner consistent with the standards and practices of the Company, and in accordance with any specific plans, instructions or directions of the Board. The CEO and other executive officers are responsible for seeking the advice and approval of the Board with respect to extraordinary actions being contemplated.

Board Responsibilities

Oversight of the Company by the Board is an active, not a passive, responsibility and includes the following specific responsibilities:

  • Appointing the executive officers who will conduct the Company’s business on a daily basis.
  • Advising and counseling the executive officers.
  • Monitoring the performance of the executive officers by examining the effectiveness of policies and decisions, including the creation and execution of strategies appropriately aligned with the Company’s mission.
  • Overseeing the processes for maintaining the integrity of the Company with regards to its financial statements and other public disclosures, and compliance with laws and ethics
  • Reviewing and approving the Company's annual budget, material capital expenditures, changes in capital structure, material acquisitions and divestitures, major financial objectives and strategic plans.
  • Planning for succession with respect to the position(s) of Chairman and CEO, and monitoring succession planning for other executive officers.

The Board of Directors is the ultimate decision-making body of the Company, except with respect to those matters reserved to the shareholders.

Board Composition

Size of the Board

The Company’s Amended and Restated Articles of Incorporation provide that the size of the Board shall be no less than five and shall be seven or such other number as the Board may from time to time determine. The Board periodically considers the appropriate size and needs of the Board and may, from time to time, change to the size of the Board. The Board may consider increasing the size of the Board in order to accommodate the addition of members due to the needs of its standing committees, the availability of one or more outstanding candidates or other reasons, although the Board does not expect that any such increases would result, other than temporarily, in the size of the Board exceeding nine.

Board Member Criteria

The Board seeks members from diverse professional backgrounds who combine a broad spectrum of experience and expertise and possess a reputation for the highest personal and professional ethics, integrity, and values. The Board is responsible for identifying specific skills and characteristics that may be sought in light of the current make-up of the Board and its anticipated needs going forward. Factors that the Board may consider are: international business experience; the ability to actively participate in and contribute to the deliberations of the Board; the capacity and desire to represent the balanced, best interests of the shareholders; the ability to exercise independent judgment and decision making; the time available to devote to the responsibilities of a director; and the Board’s appropriate diversity of background, personal and professional experience, gender and ethnicity. The Board believes that continuity of knowledge of the Company and experience gained through service on the Board are important to a director’s service on the Board.

Independence of Directors

The independence of each director shall be determined by the Board of Directors in accordance with the applicable rules and regulations, including the listing requirements of any national securities exchange on which the Company’s common stock is listed (and, during any period in which the Company’s common stock is not listed for trading on any national securities exchange, the rules of the New York Stock Exchange). Directors who do not meet the independence requirements also make valuable contributions to the Board and to the Company.

Board Expectation of Directors

It is expected that all Pyxus directors will demonstrate the following qualities:

  • Regular attendance at Board, Committee and Annual Shareholder meetings
  • An understanding of Pyxus’s business
  • Sufficient review of information distributed prior to meetings to ensure constructive participation in Board and Committee discussions
  • Availability to the CEO and other executive officers for advice and counsel

Election of Directors

Directors are elected annually for one-year terms, expiring at the next succeeding annual meeting of shareholders. Between annual shareholder meetings, the Board may elect directors to fill positions created by changes that occur due to resignation, retirement, or other reasons.

Majority Election of Directors

Directors shall be elected by the shareholders by a majority of the votes entitled to be cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Nominating Processes 

It is the responsibility of the Board to identify qualified candidates to serve on the Board and help recruit potential directors. In doing so, the Board will evaluate candidates in view of the responsibilities, qualifications and independence requirements set forth in these Guidelines. The Board will receive recommendations from shareholders of potential nominees for election as directors, review the qualifications of incumbent directors and review potential conflicts of current and prospective Board members. Qualified candidates not then serving on the Board will meet, either individually or collectively, with the Chair of the Board and other directors as appropriate.

The invitation to join the Board of Directors is extended only after a candidate’s qualifications have been reviewed by the Board and the Board has approved the candidate’s election by a majority vote. Invitations are extended on behalf of the Board by the Chair, or in the absence of the Chair by a director as designated by the Board.

The Board may, but is not required to, engage the services of a third party to assist in the recruitment of directors as necessary.

Term Limits 

Term limits have not been established for directors. 

Principal Occupation or Business Association Change 

Individual directors who experience a significant change in principal occupation or business association from the position held upon joining the Board should volunteer to resign from the Board. While it is not the sense of the Board that in every such instance a director should necessarily leave the Board, such a step provides an opportunity for the Board to review the continued appropriateness of Board membership under the circumstances. No member of the Board whose membership is being reviewed will participate in the review process or vote on the matter.

Other Directorships

Generally, directors should not serve on more than three other boards of public companies in addition to the Pyxus Board. Board memberships in excess of this limit that are held at the time these Guidelines are adopted may be maintained unless the Board determines that doing so would impair the director’s service on Pyxus’s Board.

Directors are expected to advise the Chair of the Board in advance of accepting any other company directorships or any assignment to the audit committee or compensation committee of the board of directors of another public company.

Board Structure & Operations

Chair of the Board

The Chair of the Board will be elected by a majority of the Glendon Directors and the Monarch Directors (as such terms are defined below), each acting in his or her sole discretion; provided, that if the number of Glendon Directors plus the number of Monarch Directors is fewer than three or if no such majority can be reached, then the Chair of the Board shall be elected by a majority of the directors then in office. The term “Glendon Directors” shall mean all directors who were elected at the designation of or nomination by Glendon Capital Management LP, a Delaware limited partnership (the “Glendon Investor”), provided that at the time of such designation or nomination the Glendon Investor’s Investor Percentage Interest is at least 10%. The term “Monarch Directors” shall mean all directors who were elected at the designation of or nomination by Monarch Alternative Capital LP, a Delaware limited partnership (the “Monarch Investor”; the Glendon Investor and the Monarch are generically referred to as the “Investor”), provided that at the time of such designation or nomination the Monarch Investor’s Investor Percentage Interest is at least 10%. As used herein, “Investor Percentage Interest” means, with respect to an Investor, as of any date of determination, the percentage represented by the quotient of (a) the number of shares of Common Stock that such Investor and its affiliates beneficially own divided by (b) the number of shares of Common Stock then outstanding; provided, that solely for purposes of this definition, any shares of Common Stock issued to current or former employees and service providers of the Company pursuant to compensatory equity awards shall be disregarded. The Chair of the Board shall preside at all meetings of the shareholders and the Board and shall have such other powers as may be conferred upon him or her by the Board.

Lead Independent Director 

The Board of Directors shall appoint a Lead Independent Director. If the Chairman is an independent director, the Chairman may also be appointed to serve as Lead Independent Director. The role of the Lead Independent Director will be to: preside at all executive sessions of the Board; act as the liaison between the non-management directors, the Chairman and the CEO; and consult with the Chairman and the CEO on Board agendas as necessary. There is no mandatory rotation or term limit associated with the role of Lead Independent Director.

Chief Executive Officer 

The Bylaws of the Company provide that the CEO will report to the Board of Directors. At any time during which the Chair also serves as CEO, Board members should raise any issues regarding the performance or compensation of the CEO with the Chair of the Compensation Committee and all other issues should be raised with the Lead Independent Director.

Board Committees

The Board will have at all times an Audit Committee, a Compensation Committee and an Environmental, Social and Governance Committee. No director who is an officer or employee of the Company or any of its subsidiaries may serve on any of these committees. The Board will establish and maintain a clear delineation of responsibilities among the committees. Each of these committees will have its own governance guidelines in the form of a charter. The charters will set forth the purposes and responsibilities of the committees. Each committee will review its charter annually and recommend modifications as necessary. The committee charters are available in the Corporate Governance section of the Pyxus website at www.pyxus.com

Committee members will be appointed annually by the Board and upon the occurrence of any vacancy on a committee. There is no mandatory rotation or term limit associated with committee memberships. The Board will evaluate the qualifications of directors for service on any committee, including for the Audit Committee the independence, financial literacy and financial expertise of its members. Each committee of the Board shall, if requested in writing by the Glendon Investor, include the Glendon Director as specified by the Glendon Investor in its request, and, if requested in writing by the Monarch Investor, include the Monarch Director as specified by the Monarch Investor in its request.

The Chair of each committee will determine the frequency and length of committee meetings, develop the meeting agendas, and regularly report meeting highlights to the Board. Each committee must keep minutes of its proceedings.

Each committee has the authority to retain any outside firm deemed necessary and appropriate to assist it in meeting its mandates under the applicable committee charter, including the sole authority to approve the firm’s fees and other retention issues.

The Board may establish additional committees as necessary or appropriate, in accordance with the Bylaws.

Executive Sessions of Independent Directors

Independent directors generally meet in executive session in conjunction with every Board meeting and at other times as necessary. The Chair of the Board, if an independent director, or his or her designee presides at these sessions. If the Chair of the Board is not an independent director, the independent directors shall select from among them a director to serve as chair of these sessions. Such sessions of the independent directors shall not constitute meetings of the Board and the independent directors shall have no authority to take action on behalf of the Board at such sessions.

Board Access to Management and Independent Advisors 

Board members have complete access to the officers, employees and, as necessary and appropriate, independent advisors of Pyxus. It is understood that directors will use their judgment to ensure that any such contact is not disruptive to the business operation of the Company and, to the extent appropriate, advise the CEO of relevant communications between a director and officer, employee, or independent advisor of the Company.

The CEO is encouraged to invite to the Board meetings senior managers who can provide additional insight into business matters being discussed and those individuals with high future potential who should be given personal exposure to members of the Board.

The Board has the authority to retain any outside firm deemed necessary and appropriate to assist it in meeting its fiduciary obligations, including the sole authority to approve the firm’s fees and other retention issues.

Evaluation of Board and Committee Performance 

The Board of Directors and each Committee will conduct an annual self-evaluation to determine whether its structure, governance principles, composition, agenda, processes and schedule are functioning effectively in view of its responsibilities and the evolving situation of the Company.

The Environmental, Social and Governance Committee will develop and implement the process for evaluating Board and Committee performance.

Communication with the Public 

Ordinarily, communications about the Company are made by management, not by the directors. Inquiries received by directors from outside parties, including institutional investors, analysts, the media, customers, or other constituencies, are referred to the appropriate member of management.

Director Compensation 

The Compensation Committee is responsible for periodically reviewing non-employee director compensation in relation to the Company’s peer group and competitors. The Compensation Committee is responsible for recommending to the Board any change in remuneration of directors, including annual retainer fees, meeting attendance fees, and equity grants. Changes in Board compensation require discussion and consent by the full Board.

The Board will consider that a director’s independence may be jeopardized if director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a director is affiliated, or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a director or an organization with which the director is affiliated.

Management directors are not compensated for their services as a director. 

The Board may mandate, for its independent and executive directors, minimum ownership requirements in the Company’s stock, which ownership will include shares of Company stock awarded to directors, to the extent such awards are retained, and the shares of Company stock beneficially owned by a firm that employs a director.

Board Orientation and Continuing Education 

The Corporate Secretary will arrange an orientation program designed to familiarize new directors with the Company, its management structure and operations, the industry in which Pyxus operates, and key legal, financial and operational issues. Directors will be provided with information regarding corporate governance and the structure, management and director responsibilities and procedures of the Board and its committees.

Directors will be encouraged to participate in appropriate continuing education programs in order to maintain the necessary level of expertise to perform their responsibilities as a director.

Board Meetings 

Ordinarily, the Board holds at least four regular meetings per year. Additional board meetings may be called at any time to address specific issues and the Board is expected to meet as frequently as necessary to properly discharge their responsibilities. The Board may also periodically act in the form of a unanimous written consent.

Directors are expected to attend Board meetings and meetings of committees on which they serve. Directors are also expected to attend the Annual Shareholder Meetings. A calendar of meetings is developed and circulated as far in advance as practical.

Agenda 

The Chair of the Board establishes the agenda for each Board meeting. Any director may suggest items for inclusion on the agenda, request a report by a member of Pyxus’s management, request additional pre-meeting materials, or raise subjects that are not specifically on the agenda for that meeting.

Material Distribution 

Whenever possible, information relevant to the directors’ understanding of the business to be conducted at regularly scheduled Board or committee meetings will be distributed substantially in advance of the meeting to facilitate focused and constructive discussion on the matter. Directors are expected to review meeting materials in advance of the meeting. Sensitive issues may be discussed at the meeting without written materials being distributed in advance or at the meeting.

Evaluation of the Chief Executive Officer 

It is the responsibility of the Compensation Committee to annually: set goals and objectives relevant to CEO compensation; evaluate the CEO’s performance; and, as a committee or together with the other independent directors, as directed by the Board, set the CEO’s compensation level.

Succession Planning 

The Board will periodically consider matters of succession planning and management development,  including evaluating potential successors to the CEO. The CEO will periodically report to the Board regarding his or her recommendations and evaluations of potential successors, the development of other  executive talent, and the executive management needs of the Company. 

Code of Business Conduct

The Board expects all Pyxus directors, officers and employees to act ethically and in accordance with the Company’s Code of Business Conduct all times. Any waiver of the Code of Business Conduct for an executive officer or director may be made only by the Board or a Board Committee and must be promptly disclosed to shareholders, which disclosure may be made by means of postings to the Company’s website.

Conflicts of Interest 

If an actual or potential conflict of interest arises for a director, the director will promptly inform the CEO and Chair of the Board. All directors will recuse themselves from any discussion or decision affecting their personal, business or professional interests.

Hedging and Pledging Transactions 

Hedging or monetization transactions that permit a director of the Company to continue to own the securities of the Company, but without the full risks and rewards of ownership, may result in a director no longer having the same objectives as the Company's other shareholders. The Board believes that directors must not engage in any personal hedging or monetization transactions with respect to the Company’s securities, including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in the Company’s securities.

Pledging of Company securities personally held by a director as collateral for a loan may have a detrimental impact on shareholders if the director is forced to sell the pledged Company securities - e.g., to meet a margin call, in which case the forced sale of a significant amount of Company’s stock may negatively impact the Company’s stock price. The Board believes that a director must not engage in any pledging of Company stock held by the director.

Context

These Guidelines are to be interpreted in the context of all applicable laws, the Company’s Articles of Incorporation, Bylaws, Shareholders Agreement dated as of August 24, 2020, as amended, and other governing legal documents, all of which necessarily take precedence.

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Adopted March 11, 2021.