Lewis Titterton
About Lewis H. Titterton
Independent Class II Director at ParkerVision (PRKR). Appointed in June 2023; previously served September 2018–April 2019 (resigned for family medical reasons) . Age 81 in 2025 (80 in 2024) . Education: MBA, State University of New York at Albany; BA, Cornell University . Background in high technology with emphasis on healthcare; extensive public-company board and executive experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NYMED, Inc. | Chairman of the Board | 1989–Oct 2018 | Led diversified health services company |
| MedE America, Inc. | Founder | 1986–(not specified) | Founded healthcare technology business |
| Management and Planning Services, Inc. | Chief Executive Officer | 1978–1986 | Operated planning services business |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anixa Biosciences (ANIX) | Director; Lead Independent Director (since Jul 2018); Chairman (2012–2016) | Director since Jul 2017 | Lead independent oversight; prior board chair |
Board Governance
- Committee assignments: Audit Committee Member; Compensation Committee Chair (member since Nov 2023, chair during 2024) .
- Independence: Board determined Titterton is independent under Nasdaq rules .
- Financial expert: Audit Committee members (including Titterton) qualify as SEC “financial experts” .
- Attendance: In 2024, Board met 10 times; all directors attended ≥75% of Board and committee meetings; Audit Committee met 4 times; Compensation Committee met once and acted by unanimous consent once .
- Leadership/engagement: Board combines CEO and Chair; no Lead Independent Director; independent directors meet in executive session regularly without management .
- Director nomination: No separate nominating committee; independent directors participate in nominations due to small board size .
Fixed Compensation
ParkerVision compensates non-employee directors exclusively with equity (no cash retainers), targeting annual grant-date fair value up to $80,000 for board service plus up to $20,000 for committee service; vesting generally over one year; options expire in 5–7 years; forfeiture upon termination .
| Year | Instrument | Grant Size | Strike | Vesting | Expiration | Grant-Date Fair Value | Notes |
|---|---|---|---|---|---|---|---|
| 2023 | Options | 600,000 | $0.177 | 8 quarterly tranches starting 2/18/2024 | 11/18/2028 | $97,513 | Award upon Nov 2023 appointment |
| 2024 | Options | 275,000 | $0.20 | 4 quarterly tranches starting 5/1/2024 | 2/1/2029 | ~$51,000 | No extra committee awards in 2024 |
Director compensation totals:
| Metric | 2023 | 2024 |
|---|---|---|
| Option Awards ($) | $97,513 | $50,746 |
| Stock Awards ($) | $0 | $0 |
| Total ($) | $97,513 | $50,746 |
Performance Compensation
- Structure: Non-employee director awards are time-based (RSUs or options), not tied to performance metrics; no annual cash bonus program for directors .
- 2025 refresh aligned to consultant recommendations (Alliant): Directors chose either RSUs or options with identical fair value .
| 2025 Director Grant (7/3/2025) | Type | Shares | Strike | Vesting | Fair Value |
|---|---|---|---|---|---|
| Annual Equity | RSUs (choice) | 275,000 | N/A | 50% at grant; 50% 12/31/2025 | ~$80,000 |
| Annual Equity | Options (choice) | 300,000 | $0.29 | 50% at grant; 50% 12/31/2025 | ~$80,000 |
Other Directorships & Interlocks
- Anixa Biosciences (ANIX): Director since 2017; Lead Independent Director since 2018; former Chairman (2012–2016) .
- No disclosed overlaps with PRKR competitors, suppliers, or customers in proxy .
Expertise & Qualifications
- High-technology and healthcare domain experience; public company board leadership .
- Audit Committee “financial expert” qualification (SEC definition) .
- Advanced education (MBA) and Ivy League undergraduate degree .
Equity Ownership
Beneficial ownership and composition:
| As-of Date | Shares Beneficially Owned | % of Class | Components and Notes |
|---|---|---|---|
| 8/30/2024 | 4,608,124 | 4.99% | Includes 463,760 options/warrants exercisable within 60 days; 2,143,077 shares underlying convertible notes; excludes 512,500 options not yet exercisable and 530,000 shares underlying notes not convertible within 60 days |
| 8/4/2025 | 3,917,525 | 3.24% | Includes 901,260 options/warrants exercisable within 60 days; excludes 75,000 options and 137,500 RSUs that may become exercisable; note: $200,000 convertible note outstanding at 12/31/2024 converted in May 2025 |
Vested vs. unvested option status:
| Date | Options Outstanding | Exercisable | Unexercisable |
|---|---|---|---|
| 12/31/2023 | 662,500 | 62,500 | 600,000 |
| 12/31/2024 | 937,500 | 568,750 | 368,750 |
Policy signals:
- Company prohibits short sales and hedging for directors and insiders .
- No pledging disclosures noted in proxy for Titterton .
Related-Party Transactions and Potential Conflicts
- Convertible notes: Prior to rejoining Board (June 2023), purchased an aggregate $425,000 in convertible notes (conversion prices $0.10–$0.40; maturities through May 2027). Amendments on May 10, 2024 reduced rate to 5% and deferred interest to maturity/conversion; conversions in Sept 2024 ($125,000) and May 2025 ($200,000). $100,000 repaid at maturity in Sept 2023 .
- Consulting: April 2023 consulting arrangement (pre-Board) for Brickell funding restructuring; consideration: 250,000 unregistered shares (~$30,000) and $10,500 cash .
- Governance process: Audit Committee reviews/approves related-party transactions under written charter .
- Section 16(a) compliance: One Form 4 for Titterton filed one day late on Nov 22, 2023 (for 600,000 option award) .
Compensation Structure Analysis
- Equity-only director pay with capped grant-date values (board $80k; committee up to $20k) supports cost containment and alignment; the 2025 option/RSU choice introduces flexibility and a shift toward RSUs, which reduce downside risk relative to options (potentially weaker performance sensitivity) .
- No meeting fees or cash retainers; no performance conditions disclosed for director equity; 2024 had no incremental committee equity despite chair role, indicating discipline within policy .
Governance Assessment
- Strengths: Independent status; Audit Committee financial expertise; consistent attendance; formal charters and ethics/hedging prohibitions; related-party oversight via Audit Committee .
- Risks/RED FLAGS: Historical financing via insider convertible notes and consulting arrangements create potential perceived conflicts, though the company discloses amendments, conversions, and committee review; investors should monitor future related-party financing and award structures .
- Board structure: Combined CEO/Chair and absence of Lead Independent Director may reduce independent counterbalance; independent directors hold executive sessions regularly .
- Alignment: Equity-only compensation and ownership stake provide skin-in-the-game; prohibition on hedging strengthens alignment; no disclosed pledging mitigates collateral risk .
Overall signal: Titterton brings seasoned board leadership and audit/compensation governance, but his historical financing ties with the company are noteworthy; ongoing transparency and Audit Committee oversight are essential to maintain investor confidence .