Lee Fisher
About Lee I. Fisher
Lee I. Fisher, 73, is an independent director at REX American Resources and has served since 2011 (previously 1996–2006). He is a lawyer and former Ohio Lieutenant Governor and Attorney General, with deep experience in government, higher education, public affairs, and economic development. He was appointed President of Baldwin Wallace University effective July 1, 2025; he has been Dean of Cleveland State University College of Law and Joseph C. Hostetler—Baker Hostetler Chair in Law since 2017, serving through June 30, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Ohio | Lieutenant Governor; Director, Ohio Department of Development; Chair, Ohio Third Frontier Commission | 2007–2011 | Led economic development and technology commercialization initiatives |
| State of Ohio | Attorney General | 1991–1995 | Chief legal officer for the state |
| Ohio Legislature | State Senator; State Representative | 1983–1990; 1981–1983 | Legislative policymaking |
| Center for Families and Children | President & CEO | 1999–2006 | Non-profit leadership |
| CEOs for Cities | President & CEO | Prior to 2017 | Urban revitalization leadership |
| Hahn Loeser & Parks LLP | Partner; Attorney | Partner 1995–1999; Attorney 1978–1990 | Legal practice |
| Cleveland State University Levin College | Senior Fellow | Prior to 2017 | Academic policy and urban affairs |
| University of Illinois–Chicago | Urban Scholar | Prior to 2017 | Academic urban policy research |
External Roles
| Organization | Role | Start/End | Notes |
|---|---|---|---|
| Baldwin Wallace University | President | Effective Jul 1, 2025 | Transition from CSU Law Dean; indicates significant external leadership commitment |
| Cleveland State University College of Law | Dean; Joseph C. Hostetler—Baker Hostetler Chair in Law | 2017–Jun 30, 2025 | Academic leadership and legal education |
| OfficeMax Incorporated | Director (former) | Not stated | Former public-company directorship |
Board Governance
- Independence: Board determined Fisher is independent under NYSE Section 303A.02 .
- Committees: Compensation Committee (member), Nominating/Corporate Governance Committee (member); Nominating is chaired by Alphonso; Compensation is chaired by MacMillan .
- Attendance and engagement: Board held six meetings in FY ended Jan 31, 2025; all directors attended 100% of Board and committee meetings except one director (>80%); all serving directors attended the prior Annual Meeting; executive sessions are led by the Lead Independent Director (Harris) .
- Lead Independent Director framework: Responsibilities include presiding over executive sessions, agenda approval, and shareholder communication .
Fixed Compensation
| Year (Fiscal) | Cash Fees ($) | Committee Retainer ($) | Chair Fees ($) | Equity Grant (Grant-Date Fair Value, $) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 75,000 | Included in cash fees per policy (committee service adds $5,000/yr) | N/A for Fisher (Comp Chair is MacMillan; Nom/Gov Chair is Alphonso) | 50,000 | 125,000 |
| 2023 | 75,000 | Included in cash fees per policy (committee service adds $5,000/yr) | N/A for Fisher | 50,000 | 125,000 |
| Policy (non-employee directors) | 70,000 annual retainer | 5,000 per year if serving on ≥1 committee | Audit Chair: 20,000; Comp and Nom/Gov Chairs: 10,000 | 50,000 restricted stock grant; Lead Director additional 25,000 restricted stock grant; RS vests one-third over three years | — |
Notes: Fisher is not a committee chair; his cash reflects base plus committee retainer; lead director equity premium applies to Harris, not Fisher .
Performance Compensation
Directors receive time-based restricted stock (not performance-based). No options or PSUs are disclosed for directors.
- Annual director equity: 50,000 grant-date fair value of restricted stock; vests one-third annually over three years .
- Unvested RS outstanding (as of fiscal year-end):
- Jan 31, 2025: 2,636 shares unvested for Fisher
- Jan 31, 2024: 2,856 shares unvested for Fisher
| Item | Grant/Status | Vesting | Amount |
|---|---|---|---|
| Annual director equity award | Ongoing | One-third on 1st, 2nd, 3rd anniversaries | $50,000 grant-date fair value per year |
| Unvested RS (Fisher) | Outstanding at Jan 31, 2025 | Per grant schedule | 2,636 shares |
| Unvested RS (Fisher) | Outstanding at Jan 31, 2024 | Per grant schedule | 2,856 shares |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Committees/Notes |
|---|---|---|---|
| OfficeMax Incorporated | Public company (former) | Director | No committee details disclosed |
| Government/Higher Ed roles | Government/Academic | Various senior roles (AG, Lt. Gov., Dean, President) | Extensive public-sector leadership |
No disclosed interlocks or related-party relationships involving Fisher; Board confirms Fisher has no relationships with the Company other than being a director .
Expertise & Qualifications
- Legal expertise and public policy: Former Ohio Attorney General; extensive government and policy leadership .
- Higher education leadership: Dean at CSU Law; incoming President of Baldwin Wallace University .
- Economic development: Led Ohio Department of Development and chaired Ohio Third Frontier Commission .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Outstanding | Unvested RS Included |
|---|---|---|---|
| Lee I. Fisher (as of Apr 15, 2025) | 7,096 | One percent or less | 2,636 |
| Lee I. Fisher (as of Apr 22, 2024) | 10,363 | One percent or less | 2,856 |
Policy signals:
- Hedging/pledging: Prohibited for directors and executive officers under Insider Trading Policy in 2025 .
- Prior disclosure: 2024 proxy stated the Company had no hedging practices/policies related to directors; policy updated in 2025 to prohibit hedging and pledging, a governance improvement .
Governance Assessment
- Board effectiveness: Fisher is a long-tenured independent director with legal, government, and academic leadership, serving on Compensation and Nominating/Corporate Governance—key committees for pay and board composition. No chair roles, but active committee participation supports oversight .
- Independence and conflicts: Board explicitly affirms Fisher’s independence; no related-party transactions involving Fisher disclosed. Notable related-party items involve other directors (Kress’s law firm; Bustos’s Mercury contract) but were reviewed/approved and led to Bustos’s committee resignations—demonstrating responsive governance; Fisher unaffected .
- Attendance/engagement: Board reports near-perfect attendance; though one director was >80%, Fisher is not singled out for attendance issues; executive sessions framework and Lead Independent Director oversight are robust .
- Ownership alignment: Fisher’s ownership is modest (≤1%) with ongoing unvested RS; alignment exists through annual equity grants, but absolute ownership is low relative to outstanding shares .
- Compensation structure: Stable year-over-year director pay mix ($75k cash, $50k equity), consistent with policy; no options, no performance metrics—typical for independent directors and reduces pay risk .
- Policy enhancements: 2025 prohibition on hedging and pledging is a positive change vs 2024 disclosure; strengthens alignment and reduces risk .
RED FLAGS
- None disclosed specific to Fisher (no related-party transactions, no hedging/pledging, independence affirmed) .
- Potential time-commitment risk: Transition to university presidency effective July 1, 2025 could increase external demands; monitoring of attendance and committee engagement advisable .
- Ownership alignment: Low absolute share ownership; while RS grants provide some alignment, lack of meaningful personal stake may be viewed as neutral to weak alignment by some investors .
SAY-ON-PAY & SHAREHOLDER FEEDBACK
- Company notes shareholder approval supported executive compensation decisions; specific percentages not disclosed in proxy .