Richard Cashin
TITAN INTERNATIONALAbout Richard M. Cashin Jr.
Richard (Dick) Cashin, age 71, has served on Titan International’s board since 1994 and is currently an independent director. He is President of OEP Capital Advisors LP, the former private-equity arm of JPMorgan Chase that spun out in 2015; OEP currently manages ~$5 billion for 50+ investors and has invested ~$12 billion across 80+ deals. Prior roles include Managing Partner of One Equity Partners at JPM, Managing Partner of Cashin Capital Partners (Apr 2000–Apr 2001), and President of Citigroup Venture Capital, Ltd. (1980–2000, President from 1994). He serves on the board of Tenax Aerospace and is a trustee of several cultural and educational institutions. Cashin’s board biography highlights expertise in finance, strategic planning, and M&A leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OEP Capital Advisors LP (One Equity Partners) | President; formerly Managing Partner of OEP at JPM | OEP spun out from JPM in Jan 2015; 15-year JPM tenure leading OEP | Led large-scale PE investments; finance and M&A expertise for Titan’s long-range plan |
| Cashin Capital Partners | Managing Partner | Apr 2000–Apr 2001 | Investment leadership |
| Citigroup Venture Capital, Ltd. | Various roles; President | 1980–2000; President from 1994 | Private equity investing; strategic planning and acquisitions |
External Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Tenax Aerospace | Director | Current | Aerospace expertise |
| American University in Cairo | Trustee | Current | Education governance |
| Boys Club of New York | Trustee | Current | Community engagement |
| Brooklyn Museum | Trustee | Current | Cultural governance |
| Central Park Conservancy | Trustee | Current | Non-profit oversight |
| Jazz at Lincoln Center | Trustee | Current | Arts governance |
| National Rowing Foundation | Trustee | Current | Sports governance |
| Newport Festivals Foundation | Trustee | Current | Cultural governance |
Board Governance
- Independence: Board determined Cashin is independent under NYSE listing standards; six of eight directors are independent (Cashin, Guinn, Marvin, Rachesky, Soave, Thompson).
- Committee leadership: Chair of the Audit Committee and Chair of the Compensation Committee.
- Committee composition: Audit Committee members (2024): Cashin (Chair), Guinn, Thompson (audit committee financial expert).
- Meeting cadence and attendance: 2024 meetings—Board: 5; Audit: 5; Compensation: 1; Nominating: 1; Corporate Governance: 1. Each director attended ≥75% of aggregate board and committee meetings.
- Executive sessions: Independent directors meet in sessions without management as needed.
- Board leadership: Separate Chair (Maurice Taylor Jr.) and CEO (Paul Reitz).
Fixed Compensation
| Component | Amount | Detail | Evidence |
|---|---|---|---|
| Annual Director Cash Retainer | $90,000 | Cash; directors may elect RSUs in lieu of cash | |
| Audit Committee Chair Fee | $22,500 | Annual cash | |
| Compensation Committee Chair Fee | $15,000 | Annual cash (other committee chair fee) | |
| “Audit Committee Financial Expert” Fee | N/A for Cashin | $7,500 paid to the audit financial expert (Thompson) | |
| Fees Earned or Paid in Cash (2024) | $37,500 | Equals Audit Chair ($22.5k) + Committee Chair ($15k) | |
| Total Director Stock Awards (2024) | $180,000 | RSUs (annual grant and RSU election for retainer) | |
| Total Director Compensation (2024) | $217,500 | Cash + Stock |
Performance Compensation
| Grant Date | Instrument | Shares Granted | Fair Value | Vesting Schedule | Pricing Reference | Performance Metrics Tied |
|---|---|---|---|---|---|---|
| Jun 13, 2024 | RSUs (Annual Director Grant) | 12,088 | $90,000 | Vests on Jun 13, 2025 (or earlier upon death/disability/retirement/not standing) | $7.45 closing price on grant date | None disclosed for directors (time-based) |
| Jun 13, 2024 | RSUs (Retainer in RSUs election) | 12,089 | $90,000 | Same as above | $7.45 closing price on grant date | None disclosed for directors (time-based) |
- Outstanding awards: 80,000 stock options and 24,177 unvested RSUs as of Dec 31, 2024. Weighted-average exercise price for all equity plans’ outstanding options: $10.65 (plan-wide).
Other Directorships & Interlocks
- Other board seats: Tenax Aerospace (director).
- Compensation Committee interlocks: None—no Titan executives served on the boards/comp committees of entities with reciprocal service by Titan executives, and no comp committee member was a Titan officer/employee in 2024.
Expertise & Qualifications
- Finance and M&A: Decades leading private equity platforms (Citigroup Venture Capital; One Equity Partners/OEP), with ~$12 billion invested across 80+ transactions.
- Strategic planning and leadership: Board biography emphasizes strategic planning, acquisitions, and organizational leadership capabilities.
- Sector exposure: Aerospace board service; broad non-profit governance experience.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Richard M. Cashin Jr. | 739,349 | 1.2% | Includes 80,000 options exercisable within 60 days; RSUs unvested: 24,177 |
| Director Stock Ownership Guidelines | 5x annual cash retainer within 5 years | Compliance | All non-employee directors in compliance as of Dec 31, 2024 |
| Hedging/Pledging Policy | Prohibited for officers/directors/employees | Alignment | Company insider trading policy prohibits hedging and pledging |
Governance Assessment
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Strengths
- Independent director with deep finance/M&A expertise; long board tenure since 1994 provides historical perspective.
- Chairs both Audit and Compensation Committees, indicating significant trust in oversight of financial reporting and pay practices; audit committee includes a designated “financial expert” (Thompson).
- Strong ownership alignment (739,349 shares; 1.2% of outstanding) and compliance with 5x-retainer stock ownership guidelines; hedging/pledging prohibited.
- Attendance at least 75%+ of meetings; board maintains executive sessions of independent directors; separate Chair/CEO enhances oversight balance.
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Potential Risk Indicators and Monitoring Points
- Dual committee chair roles concentrate oversight (workload/control); ensure continued robust committee processes and independent challenge.
- Very long tenure (since 1994) can raise entrenchment considerations; continued independence affirmations and active shareholder engagement mitigate.
- No related-party transactions disclosed involving Cashin; monitor given PE affiliations.
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Signals affecting investor confidence
- Clear independence, substantial equity stake, and disciplined committee oversight (Audit quarterly reviews; Compensation pay-for-performance philosophy using Adjusted EBITDA, cash flow, working capital for executives) support governance quality.