Laura Thompson
TITAN INTERNATIONALAbout 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 .