Mark Rachesky
TITAN INTERNATIONALAbout Mark H. Rachesky
Founder and Chief Investment Officer of MHR Fund Management LLC; non-Executive Chairman of Lions Gate Entertainment Corp. and Telesat Corporation. Education includes an MBA (Stanford Graduate School of Business), MD (Stanford University Graduate School of Medicine), and BA in Molecular Aspects of Cancer (University of Pennsylvania). Age 66; Titan International director since June 2014; classified as independent by the Board under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MHR Fund Management LLC | Founder & CIO | Since 1996 | Private equity approach; manages ~$5B; broad financial expertise |
| Emisphere Technologies Inc. | Director | Prior | Not disclosed |
| Navistar International Corporation | Director | Prior | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lions Gate Entertainment Corp. | Non-Executive Chairman | Current | Leadership; governance oversight |
| Telesat Corporation | Non-Executive Chairman | Current | Leadership; governance oversight |
Board Governance
- Independence: Board determined Dr. Rachesky meets NYSE independence; six of eight directors are independent .
- Committee service: Member, Compensation Committee (with Cashin (Chair), Guinn, Marvin, Soave) in 2024; not the chair .
- Meetings and attendance: Board held 5 meetings in 2024; committees met as follows—Audit (5), Compensation (1), Nominating (1), Corporate Governance (1); each director attended 75%+ of Board and applicable committee meetings .
- Executive sessions: Independent directors meet in executive session without management as needed .
Fixed Compensation
| Component | Annual Amount | Notes |
|---|---|---|
| Board retainer (cash) | $90,000 | Option to elect RSUs in lieu of cash |
| Committee chair fees | $22,500 (Audit Chair); $15,000 (Comp/Corp Gov/Nom Chair) | Paid to chairs; Rachesky not disclosed as chair |
| Audit committee “financial expert” fee | $7,500 | Paid to designated expert (Thompson) |
| Reimbursement of expenses | Actuals | Standard policy |
Director-specific 2024 compensation:
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Mark H. Rachesky, MD | $0 | $180,000 | $180,000 |
- Structure: All non-employee directors receive an additional RSU grant of ~$90,000; directors may elect to take the $90,000 cash retainer in RSUs; June 13, 2024 grants priced at $7.45; RSUs vest June 13, 2025 .
Performance Compensation
- Directors: No performance-based equity (e.g., PSUs) or cash bonuses disclosed for non-employee directors; annual RSUs time-vest only .
- Executive compensation metrics (informing comp committee oversight): Company uses Adjusted EBITDA, cash flow, working capital for annual incentives; long-term PSUs tied to multi-year Adjusted EBITDA (payout schedule from <80% to 125% of target) .
Performance metric framework (for executives overseen by the Compensation Committee):
| Metric | Use in Annual Incentives | Use in Long-Term Incentives | Notes |
|---|---|---|---|
| Adjusted EBITDA | Yes (part of 65% company-weight) | Yes (multi-year target; payout up to 125%) | Primary operating performance measure |
| Free Cash Flow | Yes (annual) | No | CEO metrics balance |
| Working Capital Management | Yes (annual) | No | Part of most important measures |
Other Directorships & Interlocks
- Current public company boards: Non-Executive Chairman at Lions Gate and Telesat .
- Compensation Committee interlocks: None; no Titan executive serves on boards/comp committees of entities with reciprocal interlocks; all 2024 Compensation Committee members were non-employees .
Expertise & Qualifications
- Deep private equity, capital markets, and financial restructuring expertise; broad relationships across industries .
- Advanced degrees in business and medicine, with scientific training (molecular cancer), adding analytical rigor .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (direct + options exercisable within 60 days) | 317,468 shares; less than 1% of outstanding |
| Stock options outstanding (director) | 80,000 options |
| Unvested RSUs outstanding (director) | 24,177 units |
| Ownership guidelines | 5x annual cash retainer; all non-employee directors in compliance at 12/31/2024 |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors/officers/employees |
Related Party Transactions & Conflicts
- MHR Funds share repurchase: On October 18, 2024, Titan repurchased 8,005,000 shares (≈11% of pre-deal outstanding) from MHR Funds at $7.20/share ($57.636M). Dr. Rachesky is affiliated with MHR Funds; Audit Committee and Board (independent directors per NYSE definition) approved the transaction; Dr. Rachesky recused. Audit committee observer rights granted to MHR in 2016 were terminated in connection with the repurchase .
- Post-transaction holdings: Certain affiliates of MHR Funds continue to own less than 2% of Titan's outstanding common stock; Rachesky personally beneficially owns 317,468 shares (*) .
- Process safeguards: Independent director approvals under the Indenture; explicit recusal; transaction effected outside the standing share repurchase program .
RED FLAG: Related-party nature of the repurchase (Board bought shares from funds affiliated with a sitting director) elevates conflict risk even with recusal and independent approvals. However, formal approvals and termination of observer rights mitigate governance exposure .
Say-on-Pay & Shareholder Signals
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 Executive Compensation (Say-on-Pay) | 45,584,678 | 4,222,766 | 50,882 | 6,012,476 |
- Strong shareholder support for executive pay structure, suggesting confidence in Compensation Committee oversight (Rachesky member) .
- Company adopted a clawback (Compensation Recovery) policy in December 2023 in line with NYSE listing requirements, strengthening accountability .
Governance Assessment
- Alignment: Rachesky elected to take his entire board cash retainer in RSUs (no cash fees; $180,000 in stock awards), signaling equity alignment and long-term orientation .
- Independence & engagement: Classified independent; attended at least 75% of meetings; sits on Compensation Committee; Board held 5 meetings in 2024; committee cadence shows light Compensation Committee meeting frequency (1), which merits monitoring for rigor during periods of strategic change .
- Expertise value: Private equity and capital allocation experience is additive to Titan’s capital deployment, M&A, and incentive design; also non-exec chair roles at two public companies broaden perspective .
- Conflicts: The October 2024 related-party repurchase from MHR is a governance-sensitive event. Mitigants included formal independent approvals and Rachesky’s recusal; termination of MHR observer rights is a positive post-deal governance outcome. Investors should monitor future transactions with MHR affiliates and ensure continued robust independent review .
- Policies: Prohibition on hedging/pledging supports alignment; director ownership guidelines (5x cash retainer) achieved across non-employee directors .
(*) Less than one percent .