Steven Fisher
About Steven L. Fisher
Steven L. Fisher (age 70) is an independent director of Mayville Engineering Company, Inc. (MEC), serving on the Board since November 2013. He is a licensed Certified Public Accountant with deep manufacturing finance experience, including prior roles as Division CFO (1991–1998) and Vice President (2005–2014) at Caterpillar Inc. He holds a bachelor’s degree in Accounting from Bradley University and currently serves on the advisory board of Palmer Johnson Power Systems. His tenure and audit expertise anchor MEC’s board effectiveness and financial oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar Inc. | Division Chief Financial Officer | 1991–1998 | Senior finance leadership in manufacturing; public company experience |
| Caterpillar Inc. | Vice President | 2005–2014 | Executive leadership; governance and operations exposure |
| Mayville Engineering Company (MEC) | Director | Nov 2013–present | Independent director; Audit Chair; Compensation Committee member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Palmer Johnson Power Systems | Advisory Board Member | Current | Private company advisory role; not disclosed as public company directorship |
Board Governance
- Independence: The Board determined all non-employee directors, including Fisher, are independent under NYSE standards and MEC’s independence criteria .
- Board leadership: MEC separates Chair and CEO; independent, non-executive Chair since July 2022 enhances oversight and accountability .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting .
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
| Committee | Role | Members | Meetings in 2024 | Independence/Expertise |
|---|---|---|---|---|
| Audit Committee | Chair | Steven L. Fisher (Chair), Timothy L. Christen, Robert L. McCormick | 4 | All independent; all designated “audit committee financial experts” per SEC and NYSE |
| Compensation Committee | Member | Jennifer J. Kent (Chair), Allen J. Carlson, Steven L. Fisher, Robert L. McCormick | 3 | All independent; Pearl Meyer retained as independent consultant; no consultant conflicts |
| Nominating & Corporate Governance | Not a Member | Jay O. Rothman (Chair), Allen J. Carlson, Timothy L. Christen, Jennifer J. Kent | 1 | All independent; oversees ESG and governance practices |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Standard non-employee director cash retainer |
| Audit Committee Chair retainer | $15,000 | For chairing Audit Committee |
| Cash total (Fisher) | $55,000 | Matches fees earned in cash for 2024 |
| Annual RSU grant (target value) | $125,010 | RSUs to non-employee directors; grant date April 16, 2024 |
| RSU vesting | 1-year, generally at first anniversary or next annual meeting | Directors may defer settlement |
Performance Compensation (Director)
- No performance-based equity or cash for directors; RSUs are time-based only and generally vest after one year .
- MEC prohibits hedging and pledging of company stock, reinforcing long-term alignment .
Other Directorships & Interlocks
| Public Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed for Fisher | — | — | No public company directorships disclosed; private advisory role at Palmer Johnson Power Systems |
Expertise & Qualifications
- CPA with extensive public company manufacturing finance leadership; serves as Audit Committee financial expert .
- Executive leadership and operations experience from Caterpillar; strengthens oversight of risk, controls, and capital allocation .
- MEC values technical skills such as public company governance and AI expertise at the collective board level; Fisher’s profile aligns most with finance/governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Unvested Director RSUs | Notes |
|---|---|---|---|---|
| Steven L. Fisher | 80,382 | 0.39% (80,382 / 20,419,823) | 9,026 | Shares outstanding at record date: 20,419,823 ; Fisher’s beneficial shares and RSUs per principal holders table |
- Section 16(a) compliance: MEC reports all directors complied with SEC ownership reporting for 2024 .
- Hedging/pledging policy: Directors prohibited from hedging, margin accounts, and pledging MEC stock .
Governance Assessment
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Strengths:
- Audit Chair with CPA credentials designated as “financial expert” strengthens financial reporting oversight and risk monitoring .
- Clear independence under NYSE rules; robust executive session practice enhances independent oversight .
- Director equity is time-based and annually granted, supporting ownership mindset; prohibition on hedging/pledging improves alignment .
- No related-party transactions in 2024; Audit Committee reviews any such matters, lowering conflict risk .
-
Watchpoints:
- Long tenure (since 2013) can enrich institutional memory but may warrant continued refresh checks for evolving skills (board collectively seeks AI/tech expertise) .
- Director equity is not performance-linked; rely on broader governance mechanisms and oversight rather than pay-for-performance for directors .
-
RED FLAGS:
- None disclosed regarding related-party transactions, pledging, hedging, attendance issues, or Section 16 lapses .
-
Shareholder engagement signals:
- First say-on-pay scheduled in 2025; board recommends annual frequency, indicating willingness for regular feedback on compensation programs (executive, not director) .
Overall, Fisher’s profile as Audit Chair and CPA with manufacturing finance depth is a positive governance signal for investors; independence, strong committee structure, and no related-party exposure support board effectiveness and investor confidence **[1766368_0001558370-25-002650_tmb-20250422xdef14a.htm:8]** **[1766368_0001558370-25-002650_tmb-20250422xdef14a.htm:6]** **[1766368_0001558370-25-002650_tmb-20250422xdef14a.htm:10]**.