Lewis Titterton Jr.
About Lewis H. Titterton, Jr.
Independent director and Lead Independent Director of Anixa Biosciences (ANIX). Age 80; on ANIX’s board since July 2017, with prior service July 1999–January 2003 and August 2010–August 2016; served as Chairman (2012–2016) and Interim CEO (Aug–Sep 2012). MBA, SUNY Albany; BA, Cornell. Background in high technology and healthcare; designated Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anixa Biosciences (ANIX) | Director; Lead Independent Director | Director since Jul 2017; Lead Independent Director since Jul 2018; also director Jul 1999–Jan 2003; Aug 2010–Aug 2016 | Lead independent responsibilities include presiding at independent director sessions and liaison with Chair/CEO |
| Anixa Biosciences (ANIX) | Chairman of the Board | Jul 2012–Aug 2016 | Board leadership |
| Anixa Biosciences (ANIX) | Interim Chief Executive Officer | Aug 2012–Sep 2012 | Executive leadership during transition |
| NYMED, Inc. (diversified health services) | Chairman of the Board | 1989–Oct 2018 | Healthcare operating and board oversight experience |
| MedE America, Inc. | Founder | Founded 1986 | Health-tech entrepreneurship |
| Management and Planning Services, Inc. | Chief Executive Officer | 1978–1986 | Executive management |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| ParkerVision, Inc. (public) | Director | Since Jun 2023; previously Sep 2018–Apr 2019 | Public company board service (wireless technology) |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director; Board majority independent (Baskies, Gottschalk, Titterton) |
| Board leadership | Lead Independent Director since July 2018; role includes presiding at meetings without Chair/CEO and serving as liaison |
| Committees | Audit (Chair); Compensation (Chair); Nominating & Corporate Governance (Member) |
| Audit financial expert | Board determined Mr. Titterton qualifies as an Audit Committee financial expert (SEC definition) |
| Meeting attendance (FY2024) | Board: 7 meetings; all directors (incl. Titterton) attended all meetings eligible to attend |
| Committee attendance (FY2024) | Audit: 6 meetings (≥75% attendance for each member); Compensation: 3 meetings (all attended); Nominating: 2 meetings (all attended) |
| Annual meeting attendance | All then-serving directors/nominees attended 2024 annual meeting |
Fixed Compensation (Director)
| Component | FY2024 Amount/Terms |
|---|---|
| Annual cash retainer | $95,000, paid quarterly |
| Committee/Chair fees | Not separately disclosed; retainer approved after review of comparable companies |
Performance Compensation (Director)
| Instrument | Grant date | Shares | Exercise price | Term | Vesting | Grant-date fair value (FY2024) |
|---|---|---|---|---|---|---|
| Stock options (non-employee director annual grant) | Jan 12, 2024 | 25,000 | $2.37 | 10 years | Monthly over one year | $72,675 |
Additional option holdings: At October 31, 2024, Titterton held unexercised options to purchase 827,000 ANIX shares .
Other Directorships & Interlocks
| Company | Sector | Role | Overlap/Interlock Risk |
|---|---|---|---|
| ParkerVision, Inc. | Wireless technology | Director | No ANIX-related related-party transactions disclosed |
Expertise & Qualifications
- Audit/finance expertise; designated Audit Committee financial expert
- Extensive technology and healthcare operating/board experience; strategic development of technology companies
- Board leadership experience (former ANIX Chairman; current Lead Independent Director)
- Education: MBA (SUNY Albany), BA (Cornell)
Equity Ownership
| Metric | Amount/Detail |
|---|---|
| Total beneficial ownership | 1,763,501 ANIX shares; 5.3% of outstanding |
| Options exercisable within 60 days (2010 Plan) | 372,000 shares |
| Options exercisable within 60 days (2018 Plan) | 459,167 shares |
| Unexercised options held (all) | 827,000 options as of 10/31/2024 |
| Section 16 compliance | All required filings made timely in FY2024 (company belief) |
Governance Assessment
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Strengths
- Deep governance involvement: Lead Independent Director; chairs both Audit and Compensation; member of Nominating. Brings financial expertise (audit committee financial expert) and long institutional knowledge of ANIX .
- Strong alignment via ownership: 5.3% beneficial ownership is material for a micro/small-cap, potentially aligning incentives with shareholders .
- Engagement: Perfect board attendance; full committee attendance; attendance at annual meeting .
- No related-party transactions disclosed; formal board review policy for any such transactions .
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Watch items / potential red flags
- Concentration of roles: Simultaneously serving as Lead Independent Director and chairing both Audit and Compensation centralizes oversight influence in one director; monitor for robust independent challenge and periodic committee rotation best practices .
- Hedging policy gap: Company states it has no practices/policies restricting director/employee hedging; many investors prefer explicit prohibitions on hedging and pledging to ensure alignment .
- Director fee structure: Proxy does not disclose incremental chair retainers (appears flat retainer plus options), which may underweight compensation for heightened chair workloads .
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Compensation structure signals
- Director pay mix includes equity via time-vested options (monthly vest over one year), providing at-risk exposure to share price; no performance-condition metrics disclosed for director awards .
- Director compensation levels were set after reviewing comparable companies, but peer group composition not disclosed; continue to monitor for pay inflation absent disclosed benchmarks .
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Independence and interlocks
- Independent under Nasdaq/SEC rules; other public directorship at ParkerVision appears unrelated to ANIX’s business; no interlock conflicts or related-party exposure disclosed .
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Succession and refreshment
- Board size is four, with majority independent and a lead independent structure; continued monitoring of committee rotation and board refreshment is advisable given long-tenured service and concentrated responsibilities .