Richard Lewis
Titan MachineryAbout Richard Lewis
Richard Lewis (age 54) is an independent director of Titan Machinery Inc. (TITN) and has served on the Board since February 1, 2024. He is an Australian resident and the director/principal executive of Iron Capital Group, an equipment leasing company he founded in 2015, with prior leadership and board roles across the Australian equipment finance and dealership industry, including chairing the Australian Tractor and Machinery Association (2007–2008) and serving as Board Chair of J.J. O’Connor & Sons Pty. Ltd. at the time Titan acquired the O’Connors dealership in October 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Australian Tractor & Machinery Association | Director; Chair (final two years) | 2002–2008 | Industry leadership; sector advocacy |
| J.J. O’Connor & Sons Pty. Ltd. (O’Connors) | Director; Board Chair | Director since 2011; Chair at time of Oct 2023 sale to TITN | Oversight during pre-acquisition period; dealership expertise |
| Equipment finance & dealership industry | Various positions | Prior to 2015 | Operating and finance experience in equipment ecosystem |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Iron Capital Group | Director; Principal Executive | 2015–present | Provides equipment leasing solutions to earthmoving/mining customers in Australia and North America |
Board Governance
| Item | Detail |
|---|---|
| Board class | Class III nominee for re‑election at 2025 meeting (to serve through 2028 if elected) |
| Independence | Board determined Richard Lewis is independent under Nasdaq rules |
| Committee assignments | Governance/Nominating Committee (member); Compensation Committee (member) |
| Committee composition | All three standing committees are fully independent |
| Committee meetings FY2025 | Audit: 9; Governance/Nominating: 4; Compensation: 4 |
| Board meetings FY2025 | 8 formal meetings; independent director executive sessions held at least quarterly |
| Attendance | Each director attended ≥75% of aggregate Board/committee meetings; 8 of 9 had 100% attendance (director-specific percentages not disclosed) |
| Lead Independent Director | Stan Erickson; Board amended retirement policy to extend his service one year given skills/continuity |
| Executive sessions | Independent directors meet regularly in private sessions |
| ESG & risk oversight | ESG and sustainability oversight by Governance/Nominating; HCM, inclusion, health/safety by Compensation; ethics/cybersecurity by Audit |
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $55,000 | Paid quarterly in arrears |
| Committee chair retainers | Audit Chair $25,000; Comp Chair $10,000; Governance Chair $10,000 | Not applicable to Lewis (member only) |
| Lead Independent Director retainer | $15,000 | Not applicable to Lewis |
| FY2025 director cash paid (Lewis) | $55,000 | Per non‑employee director compensation table |
Performance Compensation
| Equity Element | Grant date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual restricted stock (non‑employee directors) | Granted at annual meeting | 4,396 shares valued at $80,000 (based on $18.20 close) | Vests at the next annual meeting (or date set by Comp Committee) | RS must be held during board service; limited sale allowed to cover taxes |
| FY2025 award (Lewis) | June 3, 2024 | 4,396 shares; $80,000 grant date fair value | Unvested as of Jan 31, 2025 | Continues to hold 4,396 restricted shares at FY-end |
| Forfeiture/accelerated vest (directors) | — | — | Unvested RS forfeited upon termination; pro‑rata vest on death, disability, or mandatory retirement | Director equity is time‑based; no options; no performance metrics |
Compensation Committee independence/process: The Compensation Committee is fully independent, uses Mercer as an independent compensation consultant, and conducts annual compensation risk assessments and stock ownership guideline oversight .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Richard Lewis in TITN’s proxy biography .
- Compensation Committee interlocks: None—no TITN executive sits on boards/compensation committees of companies with TITN executives reciprocally serving; no related party relationships among committee members in FY2025 .
Expertise & Qualifications
- Board skills matrix indicates Richard Lewis brings: Executive leadership; Industry knowledge; Corporate strategy & execution; Sales & marketing; Operations & supply chain; International operations; Human capital & executive compensation; Risk management .
- Background: Deep equipment finance and dealership experience in Australia; principal executive of equipment leasing firm with Australia/North America footprint .
Equity Ownership
| Measure | Amount | Source/Notes |
|---|---|---|
| Beneficial ownership (Apr 10, 2025) | 5,383 shares; <1% of outstanding | As reported; “*” denotes <1% |
| Unvested restricted shares (held) | 4,396 shares (subject to forfeiture) | As of FY-end; also footnoted in beneficial ownership table |
| Implied vested shares (calculation) | ~987 shares (5,383 – 4,396) | Derived from reported figures |
| Shares pledged | Not disclosed; company policy prohibits pledging/hedging by directors/officers | Insider Trading Policy prohibits hedging/pledging |
| Director stock ownership guideline | 4x annual cash retainer (i.e., 4 × $55,000 = $220,000 value) | Applies to non‑employee directors |
| Compliance status | Not yet satisfied due to recent appointment; making “meaningful progress” | As of FY2025: exceptions listed include Mr. Lewis |
Governance Assessment
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Strengths supporting investor confidence
- Independent status and service on two key oversight committees (Compensation; Governance/Nominating), both fully independent, with clear charters and regular meetings .
- Transparent, standardized director pay structure with meaningful equity; equity must be held while serving; robust anti‑hedging/pledging and clawback policies at the company level .
- Strong board process: regular executive sessions, clear risk/ESG oversight allocation across committees, and high aggregate attendance (all directors ≥75%; 8/9 at 100%) .
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Potential risks/monitoring items
- Related‑party/conflict exposure: Lewis leads Iron Capital Group (equipment leasing). No TITN related‑party transactions involving Lewis were disclosed in FY2025, and TITN’s Related Party Transactions Policy assigns review/approval to the Governance/Nominating Committee; continue monitoring for any transactions given adjacent business activities .
- Ownership alignment: Lewis has not yet met the director ownership guideline due to recent appointment; progress is noted—monitor ongoing accumulation relative to 4x cash retainer requirement .
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Company‑level governance signals
- Say‑on‑pay support (2024): 96.65% approval, indicating broad shareholder support for compensation practices overseen by the Compensation Committee (of which Lewis is a member) .
- Committee interlocks: None reported, reducing risk of compensation cross‑pollination or conflicts .