Maurice Taylor Jr.
TITAN INTERNATIONALAbout Maurice M. Taylor Jr.
Maurice M. Taylor Jr. is Chairman of Titan International’s Board; age 80; director since 1990; former CEO (1990–2016) with 50+ years in manufacturing and a bachelor’s degree in engineering. He is a journeyman tool and die maker and certified welder, credited with taking Titan public in 1992 and moving the listing to NYSE in 1993 . He is not an independent director under NYSE standards; Titan’s independent directors are Cashin, Guinn, Marvin, Rachesky, Soave, and Thompson .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Titan International, Inc. | Chief Executive Officer | 1990–2016 | Led leveraged buyout; took company public (1992) and moved to NYSE (1993) |
| Titan International, Inc. | Chairman of the Board | 2005–present | Separate Chair/CEO roles; Board leadership noted by company as optimal governance model |
| Titan International, Inc. | Director | 1990–present | Long-serving director; deep manufacturing and sales experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed for Mr. Taylor |
Board Governance
- Independence status: Not independent; board lists six independent directors (Cashin, Guinn, Marvin, Rachesky, Soave, Thompson). Mr. Taylor and CEO Paul Reitz are non-independent .
- Chair roles: Serves as Chairman of the Board; roles of Chair and CEO are separated .
- Committee memberships: Audit Committee members are Cashin (Chair), Guinn, Thompson; Mr. Taylor is not listed. Compensation Committee members are Cashin (Chair), Guinn, Marvin, Rachesky, Soave; Mr. Taylor is not listed .
- Attendance: Each director attended at least 75% of board and applicable committee meetings in 2024; all directors attended the 2024 Annual Meeting. 2024 meeting counts: Board (5), Audit (5), Compensation (1), Nominating (1), Corporate Governance (1) .
- Executive sessions: Independent directors meet in executive session; a temporary chair is selected to preside .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual director cash retainer | $90,000 | Directors may elect RSUs in lieu of cash for retainer; Mr. Taylor’s 2024 “Fees Earned” were $90,000 cash . |
| Chairman of the Board fee | $90,000 | Payable in cash or RSUs at Chair’s election . |
| Committee chair fees | $0 | Mr. Taylor is not listed as chair of Audit/Compensation/Nominating/Corporate Governance committees . |
| Meeting fees | Not disclosed | Company summarizes director compensation without per-meeting fees . |
| Total fees earned (cash) | $90,000 | Per director compensation table . |
Performance Compensation
| Award Type | Grant Date | Number of RSUs | Grant-Date FV | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU grant | Jun 13, 2024 | 12,088 | ~$90,000 (closing price $7.45) | Vests Jun 13, 2025 (one year) | Standard annual grant to non-employee directors . |
| Additional RSUs (Chair/retainer election) | Jun 13, 2024 | Included in total unvested RSUs (see below) | ~$90,000 at $7.45 per share | Vests Jun 13, 2025 | Company permits Chair/retainer elections in RSUs; Mr. Taylor’s 2024 stock awards total $180,000, consistent with two $90,000 RSU grants . |
| Unvested RSUs at 12/31/24 | — | 24,177 | $164,081 (24,177 × $6.79) | Time-based | Market value computed at 12/31/24 close $6.79 . |
- Options: 49,200 options outstanding as of 12/31/24 (exercisable within 60 days included in beneficial ownership footnote) .
- Performance metrics: Director RSU awards are time-based; no performance-condition metrics disclosed for director equity. Company prohibits hedging and pledging by directors/officers/employees .
Other Directorships & Interlocks
| Entity | Relationship | Notes |
|---|---|---|
| None disclosed | — | Mr. Taylor’s biography does not disclose current external public company boards . |
| MHR Funds share repurchase | Board-level related-party transaction (other director) | Company repurchased 8,005,000 shares from MHR Funds for $57.6M on Oct 18, 2024; Audit Committee and independent directors approved; director Dr. Rachesky (MHR affiliate) recused . |
Expertise & Qualifications
- 50+ years in manufacturing; bachelor’s degree in engineering; journeyman tool and die maker; certified welder .
- Deep sales, manufacturing, engineering, and innovation experience; long-term familiarity with Titan’s markets and operations .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 682,051 |
| Ownership % of outstanding | 1.1% |
| Stock options outstanding | 49,200 |
| Unvested RSUs | 24,177 |
| Pledging/hedging | Prohibited by insider trading policy |
| Director ownership guidelines | 5× annual cash retainer; all non-employee directors in compliance as of 12/31/24 |
Governance Assessment
- Independence and role separation: Mr. Taylor’s non-independent Chair status is a governance vulnerability versus best practices emphasizing an independent chair or lead independent director, though the company notes benefits of separating Chair/CEO roles and maintaining a majority-independent board .
- Alignment: Material share ownership (682k shares, 1.1%) plus time-based RSUs and option holdings support alignment; hedging/pledging prohibitions and director ownership guidelines (5× retainer) further strengthen alignment; compliance reported for all non-employee directors .
- Engagement and attendance: 75%+ attendance across board/committee meetings and full attendance at the annual meeting indicate engagement; independent director executive sessions occur regularly .
- Compensation: 2024 mix includes $90k cash retainer, $90k Chair fee (cash or RSUs), and ~$180k in stock awards; director equity is time-based (no performance conditions). While equity promotes alignment, absence of performance metrics for director equity is typical; no consulting/other arrangements beyond summarized policies .
- Related-party oversight: The board handled a significant related-party share repurchase involving another director’s affiliated funds via Audit Committee and independent director approvals with recusals—positive process discipline; no related-party transactions disclosed specific to Mr. Taylor .
RED FLAGS: Non-independent Chair (Mr. Taylor); concentration of influence given long tenure and prior CEO role . Balancing mechanisms include a majority-independent board, independent committee chairs, executive sessions, and separated Chair/CEO roles .