Steven Richman
About Steven Richman
Steven Richman (age 65) has served as an independent director of Traeger, Inc. (COOK) since October 2022. He is Chief Executive Officer of Techtronic Industries (TTI) since May 2024; previously Group President of Milwaukee Electric Tool (TTI subsidiary) from 2007–May 2024, CEO of Werner Co. (2005–2007), and President of SKIL and Bosch Power Tools (1998–2004). He holds a B.A. from the University of California, Los Angeles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Milwaukee Electric Tool Corporation (TTI subsidiary) | Group President | 2007–May 2024 | Led growth in consumer/manufacturing tools; executive operating experience |
| Werner Co. | Chief Executive Officer | 2005–2007 | CEO leadership; operations in ladders/platforms |
| SKIL & Bosch Power Tools Corporation | President | 1998–2004 | Led branded consumer tools businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Techtronic Industries (TTI) | Chief Executive Officer | May 2024–present | Global power tools/equipment company; public company CEO time commitments |
Board Governance
- Class II director with term expiring at the 2026 Annual Meeting; independent under NYSE rules .
- Committee memberships: Compensation Committee (member); not on Audit or Nominating & Corporate Governance .
- Board and committee attendance: The Board met five times in 2024; each director attended at least 75% of Board and applicable committee meetings. In 2023, each director except one (Eltrich) attended at least 75%—no attendance shortfall disclosed for Richman .
- Compensation Committee cadence and governance: Met 7 times in 2024; uses Meridian Compensation Partners as independent advisor; committee oversees CEO and executive compensation, equity plans, director pay, and clawback policy administration .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | — | 267,498 | 267,498 |
| 2023 | — | 401,454 | 401,454 |
Director compensation program (context): Annual cash retainer $75,000; committee chair retainers (Audit $20,000; Compensation $15,000; Nominating $10,000); annual RSU grant ≈$192,500; vesting at next annual meeting or first anniversary; full vesting upon change in control if not continuing on successor board .
- Deferred compensation elections: In 2024, Richman elected to receive 100% of annual cash retainers in fully-vested RSUs and to defer settlement of 100% of RSU awards; identical 100% deferrals in 2023 .
Performance Compensation
- Director equity awards are time-based RSUs; no performance metrics are tied to director compensation (performance metrics are applied to executives only) .
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual Director RSU | ≈$192,500 grant value | None (time-based) | Vests at next annual meeting or first anniversary; accelerates upon change in control if not continuing on successor board |
Other Directorships & Interlocks
- Public company executive role: CEO of Techtronic Industries (TTI). No disclosed related-party transactions between Traeger and TTI; outsourcing relationship disclosed involves third party owned in part by OTPP and TCP (significant stockholders), not Richman .
- Compensation Committee interlocks: During 2024, Compensation Committee members were Alvarez (Chair), Ho, and Richman; none were officers or former officers of Traeger during fiscal 2024 .
Expertise & Qualifications
- Executive Management, Finance/Accounting, Strategic Transactions, Industry, Customer/Market Insights, Logistics & Supply Chain, Human Capital/Environmental & Climate skills highlighted in Board skills matrix .
- Biography emphasizes extensive leadership in consumer products and manufacturing sectors .
Equity Ownership
| Metric | Apr 8, 2024 | Mar 24, 2025 |
|---|---|---|
| Beneficial Ownership (# of shares) | 131,330 | 237,456 |
| Beneficial Ownership (% of outstanding) | <1% | <1% |
| RSU Detail | 2023 Fiscal Year-End | 2024 Fiscal Year-End |
|---|---|---|
| RSUs Outstanding (#) | 122,769 | 229,772 |
| Vested & Unsettled RSUs (#) | 70,030 | 153,686 |
- Anti-hedging/pledging: Traeger prohibits hedging and pledging by directors under its Insider Trading/Anti-Hedging policy .
- Settlement deferral: Richman defers settlement of RSUs until separation, change in control, death, or disability .
Governance Assessment
- Independence and committee role: Independent director with material experience on the Compensation Committee; committee relies on an independent consultant, which reduces pay-setting conflicts and enhances board effectiveness .
- Attendance and engagement: Meets minimum attendance thresholds; Compensation Committee met frequently (7x in 2024), signaling active oversight .
- Ownership alignment: Significant unvested/vested-but-unsettled RSUs, 100% deferral of director equity and cash retainers (taken in stock) indicates alignment with shareholders and long-term orientation; hedging/pledging prohibited .
- Controlled company context: Traeger is a NYSE “controlled company,” but maintains majority independent board and fully independent comp and nominating committees—mitigating governance risks in a controlled structure .
- Executive compensation oversight: Richman participated in a committee that approved performance-based equity for executives tied to Adjusted EBITDA and administered clawback policies per SEC/NYSE requirements—indicative of performance orientation and risk controls .
RED FLAGS
- Time-commitment risk: As CEO of TTI (since May 2024), potential bandwidth constraints exist; however, no attendance deficits disclosed for 2024 .
- Related-party exposure: None disclosed involving Richman; outsourced customer support is with an entity partly owned by OTPP and TCP (stockholders), reviewed under related-party policies .
Potential Conflicts or Related-Party Transactions
- No relationships or transactions disclosed with entities affiliated with Richman; related-party oversight sits with Audit Committee under formal policy .
Compensation Committee Analysis
| Committee | 2024 Members | Meetings (2024) | Advisor | Notes |
|---|---|---|---|---|
| Compensation Committee | Raul Alvarez (Chair), James Ho, Steven Richman | 7 | Meridian Compensation Partners (independence assessed; no conflict) | Oversees CEO/executive pay, director compensation, equity plans, and clawback policy |
Fixed Compensation (Program Reference for Directors)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $75,000 | Often taken as fully-vested RSUs via deferral election |
| Annual RSU Grant | ≈$192,500 | Vests at next annual meeting or first anniversary |
| Committee Chair Retainers | Audit $20,000; Compensation $15,000; Nominating $10,000 | Richman not a chair |
| Lead Independent Director Retainer | $75,000 | Not applicable to Richman |
Performance Compensation (Executives, for Context)
| Element | Metric | Outcome |
|---|---|---|
| 2024 Executive PSUs/Performance Shares | Adjusted EBITDA goals | Maximum achieved; CEO performance shares and executive PSUs vested on Mar 31, 2025 |
Other Directorships & Interlocks
| Company | Role | Type | Overlap/Notes |
|---|---|---|---|
| Techtronic Industries (TTI) | CEO | Public | No Traeger-related transactions disclosed |
Equity Ownership & Alignment
- Beneficial ownership and RSU breakdown tables above; deferrals align incentives, increase exposure to share price; anti-hedging/pledging policy strengthens alignment .
Governance Summary for Investors
- Governance quality signals: Independent status, active Compensation Committee participation, strong alignment via RSU deferrals, and robust related-party oversight reduce risk of pay or conflict issues .
- Watch items: Monitor time commitment given TTI CEO role, continued attendance and engagement metrics, and any future related-party disclosures involving suppliers or third parties .