Laura Thompson - Director | TITAN INTERNATIONAL (TWI) Executive Profile & Compensation

About Laura K. Thompson

Independent director at Titan International (TWI) since April 2021; age 60. Thompson is a former Executive Vice President and Chief Financial Officer of The Goodyear Tire & Rubber Company (CFO 2013–2018; EVP through March 2019) and brings deep finance, M&A, and operations experience. She is independent under NYSE standards and serves on Titan’s Audit Committee, where she is designated an “audit committee financial expert.” She also serves as a director at Parker Hannifin Corporation and WESCO International Inc.; she holds undergraduate and MBA degrees from the University of Akron .

Past Roles

Organization	Role	Tenure	Committees/Impact
The Goodyear Tire & Rubber Company	EVP & CFO	2013–2018 (CFO); EVP through Mar 2019	Led corporate finance, reporting, investor relations, and business development; broad manufacturing and transformation experience
The Goodyear Tire & Rubber Company	VP Finance North America; VP Business Development; Director Investor Relations; prior finance roles	1986–2013	Finance leadership across regions and functions; M&A and capital allocation

External Roles

Organization	Role	Tenure	Committees/Notes
Parker Hannifin Corporation (PH)	Independent Director	Since 2019	Audit; Corporate Governance & Nominating
WESCO International, Inc. (WCC)	Director	Since 2019	Committee roles not disclosed here

Board Governance

Independence: Determined independent by the Board; all members of Audit, Compensation, Nominating & Governance Committees are independent under NYSE/SEC rules .
Committee assignments (TWI): Audit Committee member; designated “audit committee financial expert” .
2024 meeting cadence and attendance: Board (5), Audit (5), Compensation (1), Nominating (1), Corporate Governance (1); each director attended ≥75% of Board and applicable committee meetings in 2024 .
Board leadership: Chair separated from CEO .
Hedging/pledging policy: Company policy prohibits hedging and pledging of company stock by directors and officers .

Fixed Compensation (Non‑Employee Director – 2024)

Component	Amount	Notes
Annual cash retainer	$90,000	Electable in RSUs instead of cash, at director’s option
Audit Committee Financial Expert fee	$7,500	Additional annual cash for “financial expert” serving on Audit Committee
Committee chair fees (if applicable)	N/A for Thompson	Audit Chair $22,500; other committee chairs $15,000 (not applicable to Thompson in 2024)
Total cash actually paid to Thompson (2024)	$97,500	As reported in Director Compensation Table

Performance Compensation (Equity – 2024)

Award Type	Grant Date	Units	Grant Date Fair Value	Vesting
RSUs (annual director grant)	2024-06-13	12,088	$90,000	Vest 1-year on 2025-06-13 (service-based; death/disability/retirement/not standing for re-election accelerate)

Program design: In addition to the cash retainer, each non-employee director receives ~ $90,000 in RSUs annually, service-vested after one year; directors may elect to receive their $90,000 retainer in RSUs (Thompson did not for 2024). No performance metrics apply to director equity (time-based vesting only) .

Other Directorships & Interlocks

Company	Potential Interlock/Relationship
Parker Hannifin (PH); WESCO International (WCC)	Current public boards; no Titan-related party transactions disclosed involving Thompson

Expertise & Qualifications

Financial leadership and capital allocation (former Goodyear CFO/EVP; audit committee financial expert) .
M&A, business transformations, and investor relations .
Industry operations insight from tire manufacturing background .

Equity Ownership

Item	Detail
Beneficial ownership (as of record date 2025 proxy)	37,125 shares; <1% of outstanding
Unvested RSUs outstanding (12/31/2024)	12,088
Ownership guidelines	5× annual cash retainer within 5 years; all non-employee directors compliant as of 12/31/2024
Pledged shares	None disclosed; company policy prohibits pledging

Insider Trades (Form 4)

Transaction Date	Filing Date	Type	Shares	Price	Post-Transaction Ownership	Link
2025-06-16	2025-06-18	Award (A) – common stock/RSU	9,890	$0.00	47,015	https://www.sec.gov/Archives/edgar/data/899751/000089975125000049/0000899751-25-000049-index.htm
2024-06-13	2024-06-17	Award (A) – common stock/RSU	12,088	$0.00	37,125	https://www.sec.gov/Archives/edgar/data/899751/000089975124000077/0000899751-24-000077-index.htm
2023-06-13	2023-06-14	Award (A) – common stock/RSU	7,853	$0.00	25,037	https://www.sec.gov/Archives/edgar/data/899751/000089975123000050/0000899751-23-000050-index.htm

Say‑on‑Pay & 2025 Annual Meeting Results

Director elections (votes for/withheld; broker non-votes): Thompson received 48,227,188 for; 1,631,138 withheld; 6,012,476 broker non-votes .
Auditor ratification: For 55,232,666; Against 548,983; Abstain 89,153 .
Say‑on‑Pay (2024 NEO compensation): For 45,584,678; Against 4,222,766; Abstain 50,882; Broker non-votes 6,012,476 .

Related‑Party Transactions (Conflict Check)

No related‑party transactions involving Thompson (self or immediate family) disclosed. A 2024 stock repurchase from MHR Funds (affiliated with director Mark H. Rachesky) was approved by the Audit Committee and the independent directors with Rachesky recused; no Thompson involvement indicated .

Governance Assessment

Strengths: Independent status; Audit Committee member and designated financial expert; meets stock ownership guidelines; consistent equity accumulation via annual RSU awards; attendance at or above policy minima; strong finance/M&A domain expertise .
Alignment: Mix of cash ($97.5k, including $7.5k financial expert fee) and equity ($90k RSUs) aligns director interests with shareholders while maintaining independence (service-based vesting, no performance targets) .
Shareholder signals: Strong say‑on‑pay support and robust vote totals for director election in 2025 enhance confidence in board composition and pay practices .

RED FLAGS: None identified specific to Thompson—no related‑party exposure, no pledging/hedging, adequate attendance, and independent committee service .