Jay Rothman

About Jay Rothman

Jay O. Rothman, 65, is an independent director of Mayville Engineering Company, Inc. (MEC) and has served on the Board since July 2008. He is President of the Universities of Wisconsin (since June 2022) and was previously Chairman and Chief Executive Officer of Foley & Lardner LLP (June 2011–May 2022). He holds a bachelor’s degree from Marquette University (1982) and a J.D. from Harvard Law School (1985). In April 2025, shareholders elected him to a term expiring at the 2028 annual meeting; his election received 53.11% “For” votes and 46.89% “Withheld,” with broker non-votes excluded from the calculation .

Past Roles

External Roles

Board Governance

• Independence: MEC determined all non-employee directors, including Rothman, are independent under NYSE rules and Board standards .
• Board leadership: MEC separates CEO and Chair; independent non-executive Chair since July 2022 (Timothy L. Christen) .
• Committees and roles:
  • Nominating & Corporate Governance Committee: Chair – Jay O. Rothman; members include Allen J. Carlson, Timothy L. Christen, and Jennifer J. Kent; 2024 meetings held: 1 .
  • Audit Committee: Chair – Steven L. Fisher; members – Timothy L. Christen, Robert L. McCormick; meetings: 4 .
  • Compensation Committee: Chair – Jennifer J. Kent; members – Allen J. Carlson, Steven L. Fisher, Robert L. McCormick; meetings: 3 .
• Attendance and engagement:
  • Board meetings held in 2024: 4; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
  • Independent directors meet in executive session at each regularly scheduled Board meeting .
• Shareholder voting signals:
  • 2025 election results: Rothman “For” 8,860,254 (53.11%), “Withheld” 7,821,542 (46.89%); broker non-votes excluded .
  • 2025 say-on-pay approved: “For” 13,021,820 (96.41%); “Against” 484,172; “Abstain” 3,175,804; broker non-votes 2,316,789 .
  • 2025 say-on-pay frequency: shareholders preferred “One Year”; Board implemented annual votes .

Fixed Compensation

• Structure (non-employee directors, 2024):
  • Annual cash retainer: $40,000 .
  • Committee chair retainers: Audit $15,000; Compensation $12,000; Nominating & Corporate Governance $10,000 .
  • Non-executive Chair: additional $35,000 cash + $25,000 RSUs .
  • Meeting fees: $1,000 per committee meeting above ten annually .
  • Annual equity grant: RSUs, target grant-date value $125,000; generally vest on first anniversary or next annual meeting .

Context on prior year structure (2023): Directors received per-meeting fees ($8,000 Board; $2,000 committee; $1,000 telephonic committee), Chair retainers ($50,000 for non-exec Chair; $10,000 for committee chairs), plus $125,000 RSU grant; 2024 shifted to fixed annual retainer plus chair fees and annual RSUs .

Performance Compensation

• Equity design (directors): Annual RSU grants (no performance conditions); vesting generally on first anniversary or next annual meeting; directors may defer settlement .
• 2024 RSU grant: MEC granted RSUs with a target grant-date value of $125,000 to each non-employee director on April 16, 2024 (fair value computation per ASC 718) .
• Unvested awards outstanding as of Dec 31, 2024: Rothman had 9,026 unvested RSUs .
• No PSU/option awards or performance metrics disclosed for directors; director equity is time-based only .

Other Directorships & Interlocks

• Related party transactions: MEC reported no related person transactions in 2024; Audit Committee oversees related party transactions .
• Insider trading/hedging/pledging: MEC policy prohibits directors from hedging, margin accounts, and pledging MEC shares .

Expertise & Qualifications

• Education: B.A., Marquette University (1982); J.D., Harvard Law School (1985) .
• Professional credentials: Former Chairman & CEO of Foley & Lardner LLP; current President, Universities of Wisconsin; MEC cites his executive and business law background as qualifying him for Board service .
• Board skills framework: MEC seeks aggregate Board skills in executive leadership, manufacturing operations, sales/marketing, technology (including AI), public company governance, ESOP governance, and executive compensation; attributes include independence, candor, and ability to devote time .

Equity Ownership

• Unvested RSUs outstanding at 12/31/2024: Rothman 9,026 .
• Pledging/hedging: Prohibited for directors by policy .
• Section 16 compliance: MEC reported full compliance for directors and officers during 2024 .

Governance Assessment

• Strengths:

  • Independence: Rothman is an independent director; MEC has an independent Chair and routine executive sessions, supporting Board oversight .
  • Governance role: Rothman chairs the Nominating & Corporate Governance Committee, which oversees nominations, governance guidelines, and ESG/governance programs; committee met in 2024 .
  • Compensation alignment: Director pay mix includes fixed cash and time-based RSUs with standard vesting; no performance equity or risk-enhancing structures; anti-hedging/pledging policy reduces misalignment risks .
  • Related-party scrutiny: MEC disclosed no related person transactions in 2024; Audit Committee reviews any such matters .
  • Shareholder voice: Strong say-on-pay support (96.41%) and annual frequency adopted; generally supportive of MEC’s executive compensation governance .

• RED FLAGS / Watch items:

  • 2025 Election Support: Rothman’s election received 53.11% “For” with 46.89% “Withheld,” materially lower than CEO Reddy’s support (93.91% “For”) at the same meeting, indicating investor scrutiny of Rothman’s continued Board service .
  • Network proximity: Concurrent service as a director at Quad/Graphics and historical senior executive role at Quad by MEC director Jennifer Kent creates board-level network interlocks that warrant monitoring for information flow or potential perceived conflicts, though MEC disclosed no related person transactions for 2024 .

• Attendance/Engagement:

  • All directors met minimum attendance thresholds (≥75%) and attended the 2024 annual meeting; Board held 4 meetings in 2024; Rothman’s committee (Nominating & Corporate Governance) held 1 meeting .

• Compensation structure changes:

  • MEC moved from 2023 per-meeting fees to a 2024 annual retainer with chair stipends and annual RSUs, simplifying director pay and potentially improving alignment and predictability; Rothman’s 2024 cash fees ($50,000) reflect his base retainer plus chair fee, and his RSU grant was $125,010 .

• Overall signal:

  • Rothman brings deep legal and governance expertise and leads MEC’s nomination/governance oversight, but his relatively low 2025 shareholder support is a notable signal for investors to monitor future proxy disclosures, engagement, and any governance changes affecting Board effectiveness .