Stephen E. Lewis
About Stephen E. Lewis
Stephen E. Lewis (age 58 as of March 1, 2025) is an independent director nominee to MPX’s Board (Class III), nominated January 28, 2025, with a background as former Chair & CEO (2020–2023) and prior Managing Partner/CEO (2016–2020) of Troutman Pepper; he retired at the end of 2024 . If elected, he will be deemed an independent director under NYSE and MPX guidelines, and his initial term structure may be superseded by the company’s declassification proposal that, if approved, would transition MPX to annual elections beginning in 2026 . He holds a BS in Business Administration (Accounting concentration) and a JD from the University of North Carolina at Chapel Hill and has been a member of the Georgia Bar since 1991 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Troutman Pepper (and predecessor Troutman Sanders) | Chair & CEO (2020–2023); Managing Partner/CEO (2016–2020) | 2016–2023 (retired end of 2024) | Led a major law firm, with industry expertise spanning professional services, real estate, manufacturing, transportation/logistics, and retail; international business experience . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Piedmont Office Realty Trust, Inc. (REIT) | Director | Recently appointed (date not specified) | Public company board; committee roles not disclosed . |
| UNC School of Law Alumni Association | Board of Directors & Nominating Committee | Current | Governance/nomination experience . |
| Metro Atlanta Chamber of Commerce | Executive & Finance Committees (prior) | Prior | Regional business leadership . |
| Leadership Atlanta | Chair of Board of Trustees (prior) | Prior | Civic leadership . |
| Junior Achievement of Georgia | Executive Committee (prior) | Prior | Youth/education focus . |
| UNC Chapel Hill | Board of Visitors (prior) | Prior | Academic advisory role . |
| Metro Atlanta YMCA | Board of Directors (prior) | Prior | Community nonprofit governance . |
Board Governance
- Independence and status: MPX is a “controlled company” under NYSE rules; it does not need a majority of independent directors or fully independent Nominating/Compensation committees. Current independent directors include Nix, Bell, Gunning, and Wilson; if elected, Lewis will also be independent .
- Committee structure & oversight focus:
- Audit Committee oversees external audit, internal controls, compliance, insider trading policy, complaint handling, and cybersecurity oversight (cybersecurity oversight delegated by the Board to Audit) .
- Human Capital Management & Compensation Committee oversees executive/director pay, ownership guidelines, and HCM policies (committee is independent, although controlled-company exemptions apply) .
- Nominating & Corporate Governance Committee oversees director qualifications, committee assignments, related-party reviews, ESG oversight, and governance policies .
- Attendance and engagement: Under MPX guidelines, directors are expected to attend all meetings; in 2024, each incumbent director attended at least 75% of Board/committee meetings and all directors attended the Annual Meeting .
- Board leadership and governance changes: MPX proposes to declassify the Board (annual elections beginning in 2026 if approved) and eliminate certain supermajority provisions—changes aligned with investor feedback. Given MPX’s control group (>50% voting power), these changes would still leave the controlling stockholders with significant influence, including potential to call special meetings if proposals pass .
Fixed Compensation (Non-Employee Directors)
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $50,000 | Paid quarterly, in arrears; prorated for first partial quarter . |
| Annual Equity Retainer | $50,000 | Granted as fully vested common shares on the 3rd business day after the Annual Meeting; not granted to directors first elected in the latter half of the year . |
| Lead Director Cash Retainer | $10,000 | Additional cash for Lead Independent Director . |
| Audit Chair / Member | $20,000 / $6,000 | Annual cash retainers . |
| Human Capital & Compensation Chair / Member | $10,000 / $3,000 | Annual cash retainers . |
| Nominating & Corporate Governance Chair / Member | $6,000 / $2,000 | Annual cash retainers . |
| 2025 Program Changes | None | “No changes made” to director compensation program for 2025 . |
- Stock ownership guidelines: Non-employee directors must own ≥3× the annual equity retainer within five years; directors are prohibited from selling granted shares for one year from grant and until guidelines are met .
- Hedging/pledging: Prohibited for directors under the Insider Trading Policy .
Performance Compensation
| Feature | Structure | Metrics |
|---|---|---|
| Director equity structure | Fully vested stock upon grant | No performance metrics; grants are not performance-based . |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Detail |
|---|---|---|
| Piedmont Office Realty Trust, Inc. | External directorship | Lewis was recently appointed to the board (committee roles not disclosed) . |
| MPX ecosystem interlocks | None disclosed for Lewis | Several MPX directors also serve on RPC, Inc. and Rollins, Inc., but Lewis is not identified with those interlocks in the proxy . |
Expertise & Qualifications
- Legal and governance leadership: Former Chair & CEO of a major law firm; seasoned in professional services governance and law-firm operational leadership .
- Industry exposure: Experience spans real estate, manufacturing, transportation/logistics, retail, and international business—useful for MPX’s manufacturing and distribution context .
- Credentials: BSBA (Accounting) and JD, UNC Chapel Hill; Georgia Bar since 1991 .
- Independence: If elected, he will be an independent director under NYSE/MPX standards .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Stephen E. Lewis | 0 | <1% | As of record date February 28, 2025; zero holdings reported; newly nominated . |
- Director ownership guidelines: ≥3× annual equity retainer within five years; sale restrictions until in-compliance; prohibitions on hedging/pledging .
Governance Assessment
- Key positives for investor confidence:
- Independent nominee with substantial governance and legal experience and multi-industry exposure; fresh perspective relative to existing cross-company interlocks among MPX, Rollins, Inc., and RPC, Inc. .
- Director equity and ownership guidelines support alignment over time; strict hedging/pledging bans are shareholder-friendly .
- Board advancing governance improvements (declassification, removal of supermajority provisions) in response to investor feedback .
- Watch items / potential risks:
- Controlled company status and concentrated voting power (control group ~69.6% as of record date) materially influence governance outcomes and could enable removal of directors or bylaw changes if charter proposals are approved .
- As a new nominee, initial ownership is zero; he will need to build holdings to meet 3× equity retainer within five years .
- Committee assignments for Lewis are not disclosed; investors may monitor eventual placement (Audit/Comp/Governance) for maximum impact and independence .
Related-party exposure: The proxy details related-party arrangements primarily with RPC, Inc. (administrative services and a jointly owned aircraft LLC) overseen by the Nominating & Corporate Governance Committee; no Lewis-specific related-party transactions are disclosed .