DEF 14A of Titan International Inc
Filed Apr 23, 2025 · FY20240000899751-25-000030
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| | Richard (Dick) Cashin has been President of OEP Capital Advisors LP (OEP), which currently manages $5 billion of investments and commitments on behalf of over 50 individual and institutional investors. OEP is an independent investment advisor, the former private equity investment arm of JP Morgan Chase (JPM), having completed a spin-out from JPM in January 2015. OEP and its predecessors have invested nearly $12 billion in over 80 investments. During his fifteen-year tenure with JPM, Mr. Cashin was the Managing Partner of OEP. Prior to that, Mr. Cashin was Managing Partner of Cashin Capital Partners (April 2000-April 2001) and President of Citigroup Venture Capital, Ltd. (1980-2000, became President in 1994). Dick serves on the Board of Tenax Aerospace. He is a Trustee of the American University in Cairo, Boys Club of New York, Brooklyn Museum, Central Park Conservancy, Jazz at Lincoln Center, National Rowing Foundation, and Newport Festivals Foundation. He is active in inner-city educational initiatives, Harvard fundraising and has served as Co-Chairman of his Harvard class for over 40 years. Mr. Cashin, who is 71 years old, became a director of the Company in 1994. Mr. Cashin possesses particular knowledge and experience in finance, strategic planning, acquisitions and leadership of organizations that enhances the Board of Directors' overall qualifications. Mr. Cashin's experience with large mergers and acquisitions especially contributes to Titan's overall long-range plan. “No one knows more about finance than Mr. Cashin. Just look at all he’s accomplished throughout his career. He always has great ideas and the ability to execute them. He’s a rare gem for our business – truly irreplaceable.” – Maurice M. Taylor Jr. | | Richard M. Cashin Jr. Age: 71 Director since: 1994 | |
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| Titan International, Inc. | / | 2025 Proxy Statement | 9 |
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| | Mr. Guinn served in various roles with Deere & Company for 38 years, from 1980 through his retirement in November 2018. Mr. Guinn served as President of the Worldwide Construction & Forestry Division of Deere & Company from October 2014 through his retirement and as Senior Vice President, Human Resources, Communications, Public Affairs, and Labor Relations from 2012 to 2014. Prior to 2012, he held positions of increasing responsibility in quality services, supply management, and manufacturing in the agricultural, construction and forestry businesses. From 2014 to 2018, Mr. Guinn also served as a Director of John Deere Capital Corporation, which provides and administers financing for retail purchases of new equipment manufactured by John Deere’s agriculture and turf and construction and forestry operations and used equipment taken in trade for this equipment. Mr. Guinn received a BS degree in Mechanical Engineering from the University of Missouri-Rolla (now Missouri University of Science & Technology) and an MBA from the University of Dubuque. Mr. Guinn, who is 66 years old, became a director of the Company in June 2019. Mr. Guinn's global manufacturing background and experience bring unique insights into the Company's global operations. “Mr. Guinn’s entire career at Deere was in the manufacturing of equipment. Titan is manufacturing products that Mr. Guinn knows as well as anyone else. Period. No one understands the manufacturing process like him and Titan greatly benefits from his expertise.” – Maurice M. Taylor Jr. | | Max A. Guinn Age: 66 Director since: 2019 | |
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| | Mr. Marvin is a Senior Managing Member at American Industrial Partners, which he joined in 1997. He previously served in the Mergers and Acquisitions and Financial Institutions Groups of Goldman, Sachs & Co. from 1994 through 1997, and was Chief Operating Officer of The American Original Corporation where he was employed from 1985 through 1991. Mr. Marvin graduated Tau Beta Pi from Massachusetts Institute of Technology with a Bachelor of Science in Ocean Engineering, and graduated from the Harvard Graduate School of Business Administration with High Distinction, where he earned his Master of Business Administration and was named a Baker Scholar. Mr. Marvin, who is 63 years old, became a director of the Company in February 2024. Mr. Marvin has demonstrated leadership skills as well as broad-based business knowledge. In addition, Mr. Marvin has significant expertise and perspective as a member of the board of directors of private companies engaged in a wide range of businesses. "I want to welcome Kim Marvin of American Industrial Partners to our Board of Directors. Kim and his team, along with the Carlstar management team, did an outstanding job growing Carlstar and positioning the business as a market leader." – Maurice M. Taylor Jr. | | Kim A. Marvin Age: 63 Director since: 2024 | |
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| Titan International, Inc. | / | 2025 Proxy Statement | 10 |
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| | Dr. Rachesky is the Founder and Chief Investment Officer of MHR Fund Management LLC, a New York-based investment firm founded in 1996 that takes a private equity approach to investing. MHR manages approximately $5 billion of capital and has holdings in public and private companies in a variety of industries. Dr. Rachesky is non-Executive Chairman of the Board of Directors of Lions Gate Entertainment Corp. and Telesat Corporation. He has also previously served as Director of Emisphere Technologies Inc. and Navistar International Corporation. Dr. Rachesky holds an MBA from the Stanford University School of Business, an MD from the Stanford University Graduate School of Medicine and a BA in Molecular Aspects of Cancer from the University of Pennsylvania. Dr. Rachesky, who is 66 years old, became a director of the Company in June 2014. Dr. Rachesky has demonstrated leadership skills as well as extensive financial expertise and broad-based business knowledge and relationships. In addition, Dr. Rachesky has significant expertise and perspective as a member of the board of directors of private and public companies engaged in a wide range of businesses. “Dr. Rachesky is one real smart guy and knows when to move on financial matters, which is very important when you are growing. There is not a better combination than Mark and Dick Cashin together. They are both incredibly smart and competitive.” – Maurice M. Taylor Jr. | | Mark H. Rachesky, MD Age: 66 Director since: 2014 | |
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| | Mr. Reitz joined the Company in 2010 as Chief Financial Officer, became President in February 2014, and was named Chief Executive Officer (CEO) effective in January 2017. Prior to joining Titan, he was the Chief Accounting Officer for Carmike Cinemas based in Columbus, Georgia. He has also held leadership positions with McLeodUSA Publishing, Yellow Book USA Inc., and Deloitte and Touche LLP. He has a Master's of Business Administration Degree from the University of Iowa and a Bachelor of Business Administration Degree from Northwood University. He is on the Board of Directors of TrueBlue, Inc. (Nasdaq: TBI) and serves on the Compensation and Governance Committees. Mr. Reitz, who is 52 years old, was appointed to the Board of Directors in December 2017. Mr. Reitz has held leadership roles on both the financial and operational sides of Titan. This experience has provided Mr. Reitz with an extensive knowledge of the opportunities available to and challenges involved in Titan's business. “I hired Mr. Reitz in 2010 as Titan’s CFO and he did a great job handling our international growth with a unique outlook when it comes to acquisitions and their financial nature. We wouldn’t be where we are today without his work and leadership.” – Maurice M. Taylor Jr. | | Paul G. Reitz Age: 52 Director since: 2017 | |
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| Titan International, Inc. | / | 2025 Proxy Statement | 11 |
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| | Mr. Soave is President, Chief Executive Officer and founder of Soave Enterprises LLC, a privately held, Detroit- headquartered company comprised of numerous holdings in the real estate development, environmental and industrial services, agriculture, and automotive retailing industries, among others. Mr. Soave has held this position since 1998. From 1974 to 1998, he served as President and Chief Executive Officer of Detroit-based City Management Corporation, which he founded. From 1997 to 2021, Mr. Soave served as Chairman and CEO of Ferrous Processing and Trading Company, a metals recycling company. Mr. Soave, who is 85 years old, became a director of the Company in 1994. Mr. Soave possesses particular knowledge and experience in sales, distribution, and leadership in diversified businesses that enhances the Board of Directors' overall qualifications. Mr. Soave's experiences in building businesses from the ground up contribute to the dynamic of Titan's entrepreneurial spirit. Mr. Soave's operational and distribution background further assist with the Company's direction. “Titan International is very fortunate to have had Mr. Soave since the beginning – over 30 years! No one has more of a gut business feel than Mr. Soave. All anyone has to do is look at the businesses he started or bought into in the beginning that made him a billionaire. He is just plain smart.” – Maurice M. Taylor Jr. | | Anthony L. Soave Age: 85 Director since: 1994 | |
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| | Ms. Thompson is a global business executive with deep financial and business expertise established over a 35-year career with The Goodyear Tire & Rubber Company. Ms. Thompson served as Executive Vice President of Goodyear until her retirement in March 2019, and from 2013 to 2018 she served as Executive Vice President and Chief Financial Officer. She also served in various finance and business roles including Vice President Finance North America, Vice President Business Development and Director Investor Relations. Ms. Thompson is also a Director at Parker Hannifin Corporation and WESCO International Inc. She is also active in her community and church including being an Advancement Council member of the Business College at The University of Akron and the Chairperson of the Finance & Budget Committee at Zion Lutheran Church. Ms. Thompson, who is 60 years old, became a Director of the Company in April 2021. Ms. Thompson is a trusted business advisor with a proven track record of developing growth strategies and delivering results in dynamic and complex business environments. Ms.Thompson’s knowledge and experience in business transformations and turnarounds, mergers, acquisitions and divestitures, as well as, demonstrated success in developing talent, building teams and championing diversity and inclusion, will further assist Titan in achieving its strategic goals. “Ms. Thompson was the lead person for Goodyear Tire on our acquisition of Goodyear Farm Tire business for North America. In 2005 the entire Titan team was impressed with Ms. Thompson’s knowledge, of not only the financial part of Goodyear, but the pluses and minuses in manufacturing. She is one smart lady.” – Maurice M. Taylor Jr. | | Laura K. Thompson Age: 60 Director since: 2021 | |
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| Titan International, Inc. | / | 2025 Proxy Statement | 12 |
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| | Mr. Taylor is Chairman of the Company's Board of Directors. Mr. Taylor retired as Chief Executive Officer of the Company in December 2016, a position that he had held since 1990. Mr. Taylor has served as a director of Titan International, Inc. since 1990, when Titan was acquired in a leveraged buyout by Mr. Taylor and other investors. Mr. Taylor, who owned 53% of Titan at the time, took the Company public in 1992 on NASDAQ and, in 1993, moved Titan to the NYSE. Mr. Taylor, who is 80 years old, has been in the manufacturing business for more than 50 years and has a bachelor's degree in engineering. He is also a journeyman tool and die maker as well as a certified welder. Mr. Taylor's work experiences provide in-depth knowledge and experience in sales, manufacturing, engineering, and innovation that enhances the Board of Directors' overall qualifications. Mr. Taylor's extensive background with the Company has given him a breadth of insight into Titan's markets and the requirements of end users. Mr. Taylor's knowledge and management style that constantly re-evaluates short-term goals helps Titan to adapt quickly to changing conditions. Mr. Taylor picked up the nickname of "The Grizz" so the mascot of Titan International is a version of a friendly Grizz bear. In 1996, Mr. Taylor ran as a Republican candidate for President of the United States, campaigning to bring sound fiscal management and business know-how to Washington. “Mr. Taylor possesses a special skill to see a path when others see only obstacles and no way forward. That skill combined with his ability to create strong connections with people has made him an exceptional visionary leader for decades. His entrepreneurial mindset and passion has driven Titan to become a leader in our industry, and his continuing contributions to Titan are valuable to me and my team.” – Paul G. Reitz | | Maurice M. Taylor Jr. Age: 80 Director since: 1990 | |
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| Titan International, Inc. | / | 2025 Proxy Statement | 13 |
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| PROPOSAL TWO RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF BDO USA P.C. | | | The Board of Directors recommends that stockholders vote FOR the ratification of the selection of the independent registered public accounting firm, BDO USA P.C., to audit the consolidated financial statements of the Company and its subsidiaries for the year ending December 31, 2025. BDO USA P.C. has been selected by the Audit Committee to serve as the independent registered public accounting firm for the year ending December 31, 2025. If stockholders fail to ratify the selection of BDO USA P.C., the Audit Committee will consider this fact when selecting an independent registered public accounting firm for the 2026 audit year. The Company engaged BDO USA P.C. on March 19, 2024, and BDO USA P.C. audited the Company's financial statements for the year ended December 31, 2024. A representative from BDO USA P.C. is expected to be present at the Annual Meeting and will have an opportunity to make a statement if such representative desires to do so and will be available to respond to appropriate questions of stockholders in attendance. | BDO USA P.C. The Board of Directors recommends that the stockholders vote FOR the ratification of BDO USA P.C. as the independent registered public accounting firm for the year ended December 31, 2025. |
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| Titan International, Inc. | / | 2025 Proxy Statement | 14 |
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| PROPOSAL THREE APPROVAL, IN A NON-BINDING ADVISORY VOTE, OF THE COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS | | | As required by Section 14A of the Securities Exchange Act of 1934, as amended (the Exchange Act) the Company is providing stockholders with the opportunity to vote, on a non-binding advisory basis, on a resolution approving the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the rules of the SEC, including in the “Compensation Discussion and Analysis” section and the compensation tables and narrative discussion contained in the “Compensation of Named Executive Officers” section of this Proxy Statement. As described in the "Compensation Discussion and Analysis" section, the objectives of the Company's compensation program are to attract and retain individuals with the necessary skills that are vital to the long-term success of Titan. The compensation program is designed to be fair and just to both the Company and the individual. The overall goal of the Company's compensation policy is to maximize stockholder value by attracting, retaining and motivating the executive officers that are critical to the long-term success of the Company. Stockholders are encouraged to review the “Compensation Discussion and Analysis” and “Compensation of Named Executive Officers” sections of this Proxy Statement for additional information regarding the Company's executive compensation. The Board of Directors is requesting the support of Titan's stockholders for the named executive officer compensation as disclosed including in the “Compensation Discussion and Analysis” and “Compensation of Named Executive Officers” sections of this Proxy Statement. This proposal gives the Company's stockholders the opportunity to express their views on the named executive officers' compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the overall compensation objectives and philosophy described in this Proxy Statement. The Board of Directors recommends that stockholders vote FOR the approval, in a non-binding advisory vote, of the compensation paid to the named executive officers and the following resolution: “RESOLVED, that the compensation of the Company's Named Executive Officers as described in the Company's definitive Proxy Statement for the Company's 2025 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the sections entitled 'Compensation Discussion and Analysis' and 'Compensation of Named Executive Officers,' is hereby APPROVED.” | Executive Compensation This proposal gives the Company's stockholders the opportunity to express their views on the named executive officers' compensation. |
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| Titan International, Inc. | / | 2025 Proxy Statement | 15 |
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| / | Proposal Three |
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The vote on the compensation of our named executive officers, commonly referred to as "say-on-pay," is advisory and not binding on the Company, the Board of Directors, or the Compensation Committee of the Board of Directors (the Compensation Committee). The final decision on the compensation and benefits of our named executive officers and on whether, and, if so, how, to address any stockholder approval or disapproval of named executive officer compensation remains with the Board of Directors and the Compensation Committee. However, the Board of Directors and the Compensation Committee value the opinions of the Company’s stockholders as expressed through their votes and other communications, and expect to consider the outcome of this vote, together with other relevant factors, when making future compensation decisions for the named executive officers.
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified directors to serve on the Board of Directors. In setting director compensation, the Company considers the amount of time and skill level required by the directors in fulfilling their duties to the Company. The Compensation Committee has periodically engaged Pay Governance, as its outside compensation consultant, to analyze its current non-employee director compensation practices. Based on Pay Governance’s previous analysis, the Compensation Committee adopted the recommendation to allow each non-employee director to elect to receive such director’s annual director fee in restricted stock units instead of cash. Each non-employee director of the Company receives an annual director fee of $90,000 in cash. Each non-employee director of the Company may elect to receive all or a portion of the annual director fee in restricted stock units, granted pursuant to a restricted stock unit award, under the Company's applicable equity plan, in lieu of cash. To the extent a non-employee director made such an election for 2024, the received restricted stock units are scheduled to vest on June 13, 2025, the one-year anniversary of the grant date (June 13, 2024), provided that the non-employee director remains in continuous service through such vesting date or until his or her earlier death, disability, retirement or not standing for re-election. The number of restricted stock units received under each such grant was calculated based on the closing price of the Common Stock on June 13, 2024 of $7.45 per share. In addition to the annual director fee, the Company approved a 2024 grant of restricted stock units under the Titan International Inc. Equity and Incentive Compensation Plan (the Incentive Plan) to each non-employee director equivalent to approximately $90,000 in value, calculated based on the closing price of the Common Stock on June 13, 2024 of $7.45 per share. These additional restricted stock units are scheduled to vest on June 13, 2025, the one-year anniversary of the grant date (June 13, 2024), provided that the non-employee director remains in continuous service through such vesting date or until his or her earlier death, disability, retirement or not standing for re-election. The Chairman of the Board receives an additional $90,000 fee, payable in cash or, at the Chairman of the Board’s election, in restricted stock units. The Audit Committee Chairman receives an additional $22,500 annual cash payment while each Chairman of the Compensation Committee, the Corporate Governance Committee of the Board of Directors (the Corporate Governance Committee), and the Nominating Committee receives an additional $15,000 annual cash payment for such person's service in those positions. The “audit committee financial expert” serving on the Audit Committee receives an additional $7,500 annual cash payment for this role. Titan also reimburses directors for out-of-pocket expenses related to their attendance at such meetings.
COMPENSATION OF DIRECTORS
| Annual Director Fee | Annual Grant of Restricted Stock Units | Chairman of the Board Fee | Audit Committee Chairman Fee | Other Committee Chairman Fee | Audit Committee Financial Expert Fee | | $90,000 | $90,000 | $90,000 | $22,500 | $15,000 | $7,500 |
COMPENSATION OF DIRECTORS
Except as summarized above, the Company does not have any consulting contracts or other compensatory arrangements with any of its directors. At December 31, 2024, the directors beneficially owned, in the aggregate, approximately 23.8% of the outstanding shares of Common Stock.
COMPENSATION OF DIRECTORS
| Titan International, Inc. | / | 2025 Proxy Statement | 20 |
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE The table below summarizes the compensation earned by each member of the Board of Directors (other than Paul G. Reitz, Titan's President and Chief Executive Officer) for service on the Board of Directors for 2024. For a summary of the compensation earned by Mr. Reitz, see "Compensation of Named Executive Officers" below.
DIRECTOR COMPENSATION TABLE
| Name of Director | Fees Earned or Paid in Cash ($) | Stock Awards ($)(a) | Total ($) | | Richard M. Cashin Jr. | 37,500 | 180,000 | 217,500 | | Max A. Guinn | 30,000 | 180,000 | 210,000 | | Kim A. Marvin (b) | — | — | — | | Mark H. Rachesky, MD | — | 180,000 | 180,000 | | Anthony L. Soave | — | 180,000 | 180,000 | | Maurice M. Taylor Jr. | 90,000 | 180,000 | 270,000 | | Laura K. Thompson | 97,500 | 90,000 | 187,500 |
DIRECTOR COMPENSATION TABLE
(a)The amounts included in the “Stock Awards” column reflect the aggregate grant date fair value of (i) 12,088 restricted stock units granted to each non-employee director in June 2024 for his or her annual restricted stock units award and (ii) an additional 12,089 restricted stock units granted to each of Messrs. Cashin, Guinn, and Soave and Dr. Rachesky upon his respective elections to receive the annual $90,000 board retainer fee in restricted stock units in lieu of cash. In each case, the value is computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718 Compensation - Stock Compensation. The restricted stock units for each non-employee director on the Company's Board of Directors were granted on June 13, 2024 and are scheduled to vest on June 13, 2025, the one-year anniversary of the grant date, or, if earlier, upon the non-employee director’s death, disability, retirement or not standing for re-election. As previously disclosed, each such member of the Company's Board of Directors may elect to receive all or a portion of his or her annual $90,000 board retainer fee in restricted stock units in lieu of cash. (b)Kim A. Marvin was appointed to the Company's board of directors on February 29, 2024 upon the closing of the Carlstar acquisition in accordance with the terms of the Stockholders Agreement as of that date entered into among the Company and various entities affiliated with American Industrial Partners that received shares of the Company’s Common Stock as part of the consideration for the Carlstar acquisition. Mr. Marvin waived his right to receive all compensation in connection with his service on the Board.
BOARD OF DIRECTORS
BOARD OF DIRECTORS The Board of Directors approves nominees for election as directors. Each current director who served on the Board of Directors during 2024 attended 75% or more of (i) the aggregate number of meetings of the Board of Directors during the period in which such individual was a director and (ii) the aggregate number of meetings of committees on which such director served during 2024. The Board of Directors and committee meetings are presided over by the applicable Chairman. If the Chairman is unavailable, the directors present appoint a temporary Chairman to preside at the meeting.
BOARD OF DIRECTORS
| Titan International, Inc. | / | 2025 Proxy Statement | 23 |
PHILOSOPHY
PHILOSOPHY The overall goal of the Company's compensation policy is to maximize stockholder value by attracting, retaining, motivating and rewarding the executive officers that are critical to its long-term success. The Compensation Committee believes that executive compensation should be designed to promote the long-term economic goals of the Company. The philosophy of the Compensation Committee as it relates to executive compensation is that the CEO and other executive officers should be compensated at competitive levels sufficient to attract, motivate, and retain talented executives who are capable of leading the Company in achieving its business objectives in an industry facing increasing competition and accelerating change. The Board of Directors wishes to communicate more directly regarding the philosophy on compensation practices for its executives. To this end, the Compensation Committee, in collaboration with the full Board of Directors, determined that the compensation package for executive officers shall consist of the following components reflecting a mix of fixed and variable compensation, as well as cash and equity compensation, with the amount and mix of compensation for named executive officers established pursuant to the terms of applicable employment agreements and otherwise determined by the Compensation Committee, as described below: •Competitive base salaries to reflect responsibility, experience, tenure, and, most of all, performance of executive officers; •Annual cash bonus awards, when applicable, to reward performance in achieving financial performance targets, and strategic business and individual objectives; The board generally looks at the following balance of these objectives: ◦65% of the cash bonus is based on approved financial targets – combination of key performance metrics, including Adjusted EBITDA, cash flow and working capital management, among other things. Targets are normally approved by the Board each December at the annual planning meeting, while the Board reserves the right to adjust the target according to any market conditions that could change dramatically in the first few months of the year, necessitating the need to set a more reasonable and effective target for management. ◦35% of the cash bonus is based on individual personal performance specific to the roles of the NEO’s and includes key performance factors, which will vary by executive, and includes strategic initiatives for the CEO and executive management team that are continually reviewed and evaluated. This compensation component has been important for flexibility during the challenging and volatile market environment in the last several years. •Long-term incentive compensation, when applicable, is generally in the form of equity awards with multi-year vesting schedules to emphasize the achievement of financial performance targets and strategic business and individual objectives. •Long-term performance incentive compensation is based on approved financial targets. The Company calculated its average annual Adjusted EBITDA for the multi-year performance period. The issuance of Common Stock in exchange for the performance shares will vary based on the percentage of the Adjusted EBITDA target that is achieved. •Other benefits as deemed appropriate to be competitive in the marketplace. See “Employment Agreements” below for a description of the employment agreements to which the named executive officers are party. In addition to reviewing the compensation of executive officers generally in light of competitive market data that is publicly available, the Compensation Committee also considers recommendations from its independent compensation consultant, if any, as well as recommendations from the Company's CEO regarding the total compensation for the other named executive officers. The Compensation Committee also considered the historical compensation of each named executive officer, from both a base salary and total compensation package perspective, in setting the 2024 compensation for the executives.
EXECUTIVE COMPENSATION DECISION-MAKING
EXECUTIVE COMPENSATION DECISION-MAKING The Compensation Committee analyzes individual and Company performance in relation to considering changes to compensation programs. The Compensation Committee also relies on data and studies previously prepared by Pay Governance during prior years to assist it in setting compensation and developing pay practices that reflect the Company’s and stockholder goals. The Company's management and members of the Board of Directors also provide the Compensation Committee with historical compensation information relating to the executive officers to assist the Compensation Committee in formulating the named executive officer’s compensation. The Compensation Committee considers competitors, markets, and individual performance, as well as the Company’s performance when making salary adjustments and bonus awards. With the prior assistance of Pay Governance, the Compensation Committee generally evaluates the named executive officer’s compensation and pay mix against the Company’s peer group. The information provided to the Compensation Committee includes items such as base salary, bonuses (both annual and long-term incentives), and equity-based awards. The Compensation Committee takes into account the historical trend of each element of compensation, the analysis previously prepared by Pay Governance, and the total compensation for each year in connection with its decision about proposed compensation amounts. The Compensation Committee sets all compensation with regard to the CEO of the Company. For the other named executive officers of the Company, the Compensation Committee receives recommendations from the CEO which it considers when setting compensation for these individuals. The Compensation Committee members also informally communicate with others in their own marketplaces to compare salaries and compensation packages. The Compensation Committee has the authority to engage compensation consultants to assist with designing compensation for the named executive officers. The Compensation Committee has periodically consulted with Pay Governance in prior year, which analyzes and makes recommendations with respect to the Company’s compensation of its named executive officers. The Compensation Committee did not engage Pay Governance during the Company's last completed fiscal year. The Compensation Committee has assessed the independence of Pay Governance, as required under NYSE listing rules. The Compensation Committee is not aware of any conflict of interest that has been raised by the work previously performed by Pay Governance. As the Company is a manufacturer in the off-highway industry, the Company used a selected peer group that includes 19 public companies in the manufacturing and industrial business. The size of a company is also considered when selecting it for the peer group. For 2024, there were no changes to the selected peer group. The companies chosen for comparison include the following:
BASE SALARY
(a) On June 17, 2024, Mr. Troyanovich informed the Company that he would be retiring from the Company. He remained with the Company through December 31, 2024 in an advisory capacity to assist with the transition of his job responsibilities. (b) Mr. Narancich was appointed Chief Operating Officer of Carlstar on February 29, 2024 following the Company's acquisition of the business. Messrs. Reitz, Martin, and Troyanovich have employment agreements with the Company that in each case specify a base salary. Mr. Martin’s employment agreement provides that the Board of Directors may adjust his base salary, and the employment agreements of Messrs. Reitz and Troyanovich permit the Board of Directors to increase base salary from time to time. The Board may adjust Messrs. Narancich and Eheli salary from time to time. Based on our evaluation of public compensation information obtained through Equilar regarding 2024 base salaries, Mr. Reitz's base salary was approximately at the 70th percentile for the Company’s peer group, Mr. Martin's base salary was approximately at the 25th percentile for the peer group, Mr. Troyanovich’s base salary was approximately at the 15th percentile for the peer group, Mr. Narancich's base salary was approximately at the 15th percentile for the peer group, and Mr. Eheli's base salary was approximately at the 50th percentile for the peer group.
2024 ANNUAL CASH BONUS
2024 ANNUAL CASH BONUS For 2024, the Company utilized an annual cash-based performance incentive program to reward named executive officers and certain management generally for making decisions that improved Company performance. For 2024, the Compensation Committee looked in hindsight at holistic Company-level (generally weighted 65%), and individual performance (generally weighted 35%). For 2024, bonus targets were considered by the Compensation Committee at 130% of base salary for Messrs. Reitz and Martin, 75% of base salary for Mr. Narancich, and 50% of base salary for Mr. Eheli. The Compensation Committee had established targets for Adjusted EBITDA and free cash flow within a balanced weighting for the CEO, Mr. Reitz. In December 2024, the Compensation Committee evaluated on a holistic basis performance at the Company including the level of achievement of the Company's targets on Adjusted EBITDA and free cash flow during 2024 relative to the broader market conditions. Based on this evaluation, the Compensation Committee derived a payout ratio of 60% of target for the two metrics to the CEO. The Compensation Committee also considered the CEO’s level of achievement of his personal targets for the year, which centered around long-term strategic initiatives. Further, the Compensation Committee determined to award annual cash bonuses to Messrs. Martin, Narancich, and Eheli of $350,000 (63% of target opportunity), $280,000 (100% of target opportunity), and $105,000 (70% of target opportunity), respectively. These payout ratios were determined after a similar evaluation by management of the achievement of established financial targets and personal targets. Mr. Narancich's payout ratio was determined based on Carlstar's financial performance and was carried over from the incentive plan originally established with Carlstar prior to the acquisition in February 2024, which the Company honored.
2024 EQUITY AWARDS
2024 EQUITY AWARDS On March 10, 2024, the Company awarded each of the named executive officers the following grants of restricted stock units: Mr. Reitz, 80,000 units (approximately $1,029,600); Mr. Martin, 45,000 units (approximately $579,150); Mr. Troyanovich, 25,000 units (approximately $321,750); and Mr. Eheli, 17,500 units (approximately $225,225). On June 20, 2024, the Company awarded Mr. Narancich a grant of 18,000 (approximately $134,460) restricted stock units. The Committee determined to grant restricted stock units to the named executive officers based on the Compensation Committee’s look-back, holistic review and consideration of the Company and individual performance during 2023. The amounts paid to the named executive officers were not formulaic, but determined on a basis in accordance with the compensation philosophy previously discussed. These restricted stock units generally vest in three substantially equal amounts on the first three anniversaries of the grant date.
LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN
LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN In 2021, the Company awarded the following named executive officers grants of performance shares that would vest upon the achievement of a target average annual Adjusted EBITDA for the fiscal years commencing January 1, 2021 and ending December 31, 2024: Mr. Reitz, 184,672 shares (approximately $2,000,000) and Mr. Martin, 46,168 shares (approximately $500,000). If the Company achieves 100% of the Adjusted EBITDA target, Messrs. Reitz, and Martin will receive 100% of the performance shares as shares of Common Stock; the issuance of common stock in exchange for the performance shares will vary based on the percentage of the Adjusted EBITDA target that is achieved. The following chart shows the percentage of Adjusted EBITDA target achieved and the corresponding issuance of Common Stock in exchange for performance shares:
LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN
| Company's Annual Adjusted EBITDA (% of Target) | % of Performance Shares issued as common stock | | < 80% | N/A | | 80% | 25% | | 90% | 50% | | 100% | 100% | | 110% | 110% | | > 120% | 125% |
LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN
The targets for Adjusted EBITDA were established by the Compensation Committee and the Board of Directors in 2020, and related to the Company’s projected performance over the long-term, reflecting the cyclical nature of the Company’s end markets. The Company's actual average annual Adjusted EBITDA exceeded 120% of target for the fiscal years commencing January 1, 2021 and ending December 31, 2024. Therefore, the Company issued on March 13, 2025 shares of Common Stock at 125% of target in exchange for the performance shares awarded to the participants as follows: Mr. Reitz, 230,840 shares and Mr. Martin, 57,710 shares.
2025 ANNUAL CASH BONUS PROGRAM
2025 ANNUAL CASH BONUS PROGRAM The Compensation Committee continued the formulaic basis for determining the annual cash bonus program for the 2025 fiscal year. The Compensation Committee developed certain Company-related performance goals with weighting between 65% and 100% of the annual incentive payout depending on the goal for the participant, as well as an individual component, based on the achievement of individual goals, with up to 35% weighting. More information about this program will be provided in our 2026 proxy statement.
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION The Company does not have a non-qualified deferred compensation plan for executive officers and the Compensation Committee currently does not anticipate establishing such a plan. Mr. Narancich participates in a non-qualified deferred compensation plan, which was originally established with Carlstar and continues to participate in the plan following the acquisition in February 2024.
COMPARISON OF EXECUTIVE TOTAL COMPENSATION
COMPARISON OF EXECUTIVE TOTAL COMPENSATION Based on public compensation information obtained by Equilar on behalf of the Company, total compensation in 2024 was in the approximately 10th percentile of the peer group for Mr. Reitz, in the approximately 30th percentile of the peer group for Mr. Martin, in the approximately 10th percentile of the peer group for Mr. Troyanovich, in the approximately 10th percentile of the peer group for Mr. Narancich's, and in the approximately 60th percentile of the peer group for Mr. Eheli.
EMPLOYMENT AGREEMENTS
EMPLOYMENT AGREEMENTS At December 31, 2024, the Company had outstanding employment agreements with each of the named executive officers of the Company other than Messrs. Troyanovich, Narancich and Eheli. These agreements provide that the individuals would not receive any separation benefits if they voluntarily leave the Company other than for good reason or in connection with a change of control. The agreements contain change in control provisions as detailed below.
EMPLOYMENT AGREEMENTS PROVIDING PAYMENTS ON A CHANGE IN CONTROL
EMPLOYMENT AGREEMENTS PROVIDING PAYMENTS ON A CHANGE IN CONTROL Mr. Reitz and Mr. Troyanovich signed employment agreements effective December 22, 2015. The agreements were originally effective for one year from their respective effective dates and each automatically renews for successive one-year renewal periods unless notice of nonrenewal is given in accordance with the provisions of the respective agreement. The agreements provide for four weeks of paid vacation. Mr. Reitz's agreement was amended December 7, 2016, to reflect his change in title to President and Chief Executive Officer, including an increase in base salary. Mr. Martin signed an employment agreement effective June 14, 2018. Mr. Martin's agreement is effective for two years from its effective date and automatically renews for successive one-year renewal periods unless notice of nonrenewal is given in accordance with the provisions. The agreement provides four weeks of paid vacation. On June 17, 2024, Mr. Troyanovich informed the Company that he would be retiring from the Company. He remained with the Company through December 31, 2024 in an advisory capacity to assist with the transition of his job responsibilities. However, since Mr. Troyanovich’s employment as an executive officer, and the termination and change of control rights under his employment agreement, had terminated prior to December 31, 2024, he would not be entitled to payments upon termination or a change in control that occurred on December 31, 2024. Pursuant to the employment agreements for Messrs. Reitz and Troyanovich, in the event of the executive’s voluntary termination for good reason or involuntary termination without cause (in each case as defined in the applicable agreement), subject to the executive’s execution and non-revocation of a release of claims, the Company shall (i) pay and continue all employee benefit programs offered to the Company’s executives (the “Standard Executive Benefits”) for both the balance of the calendar year in which the executive is terminated or leaves the Company's employ and also for the following calendar year; (ii) pay 100% of prevailing executive’s base salary for both the balance of the calendar year in which the executive is terminated or leaves the Company’s employ and also for the following calendar year; (iii) provide fully-paid medical and dental coverage for the remaining portion of executive’s employment term; (iv) 100% vest any restricted stock and Company match under the Company’s 401(k) plan; and (v) pay any bonus compensation and incentive compensation for both the balance of the calendar year in which the executive terminated employment and also for the following calendar year (collectively referred to as the “Termination Payments”). In the event of a change in control, if the executive’s employment is terminated (whether voluntarily or involuntarily), the executive would be entitled to the Termination Payments. Additional detail on potential payments to Messrs. Reitz and Troyanovich can be found below in “Potential Payments upon Termination or Change in Control.” The executives are subject to a customary perpetual confidential information covenant and three-year non-competition covenants. Pursuant to the employment agreement for Mr. Martin, in the event of executive’s voluntary termination for good reason or involuntary termination without cause, subject to executive’s execution and non-revocation of a release of claims, the Company shall (i) pay 100% of executive’s base salary for 12 months following the separation date; (ii) a pro-rated bonus for the year of termination based on the achievement of applicable performance goals for the year and the number of days that executive was employed; (iii) provide fully-paid COBRA coverage for the greater of the number of months remaining in the employment period or 12 months and (iv) cause all outstanding stock options and restricted stock, if any, to be 100% vested. In the event of a change in control, if Mr. Martin’s employment is terminated by the executive for any reason within six months following the change in control, he would be entitled to the payments listed in the previous sentence. Additional detail on potential payments to Mr. Martin can be found below in “Potential Payments upon Termination or Change in Control.” For the purpose of each of the executive’s employment agreements, a "change in control of the company" means: (i) any person or entity acquires direct or indirect beneficial ownership (as defined in the Exchange Act) of more than 50% of the outstanding voting securities of Titan; or (ii) the stockholders of Titan approve, or Titan otherwise effects, enters into, or approves, (A) a merger or consolidation of Titan with or into any other person or entity; (B) an agreement for the sale or disposition (in one transaction or a series of transactions) of all or substantially all of the assets of Titan; (C) a plan of complete liquidation of Titan; or (D) any transaction similar to any of the foregoing, other than, in the case of both (ii)(A) and (ii)(B) above, a merger, consolidation, or sale that would result in the voting securities of Titan outstanding immediately prior thereto controlling or continuing to represent, directly or indirectly, either by remaining outstanding or by being converted into equity securities of the surviving person or entity, at least 50% of the total outstanding voting securities of Titan or the surviving person or entity outstanding immediately after the transaction. In the event of a termination due to the executive’s death, the employment agreements provide that the Company would pay executive’s beneficiary or estate an amount equal to all earned but unpaid base salary plus an additional six months of base salary. Additionally, for Messrs. Reitz and Troyanovich, the Company would pay an amount equal to 50% of the executive’s base salary to the executive’s beneficiaries or estate for the remainder of the employment term (or the extended term) and provide the Standard Executive Benefits to the executive's family for a period of up to the later of the expiration of the employment term and six months. For Mr. Martin, the Company would pay 100% of his beneficiaries’ COBRA premiums for a period ending on the later of the expiration of the employment period in which the executive’s death occurred or a period of 12 months (provided that these beneficiaries otherwise remain eligible for COBRA coverage). In the event of a termination due to a qualifying disability under the employment agreement, the Company would pay the executive (i) a lump sum equal to any accrued but unpaid base salary and (ii) base salary in monthly installments for a period of 24 months following the termination; provided that the amount is to be reduced by any Company-provided disability insurance payments. Additionally, for Messrs. Reitz and Troyanovich, the Company would provide the Standard Executive Benefits for the 24-month period. For Mr. Martin, the Company would pay 100% of his COBRA premiums (provided he remains eligible for COBRA coverage) for the applicable COBRA statutory period, but not more than 24 months following the termination due to disability.
EMPLOYMENT AGREEMENTS PROVIDING PAYMENTS ON A CHANGE IN CONTROL
In the event of a termination for cause due to the executive's failure or refusal to perform the executive’s duties under the employment agreement or as assigned to executive by the CEO (as applicable) or by the Board of Directors, the Company is required to pay Messrs. Reitz and Troyanovich 50% of the executive’s base salary and continue the Standard Executive Benefits for a period of six months following termination. For other events of termination for cause, the Company has no further obligations to the executive upon termination. In the event that Mr. Martin’s employment is terminated for cause, Mr. Martin would receive any accrued but unpaid base salary and any vested employee benefits (other than severance plans) through the termination date.
EMPLOYMENT AGREEMENTS PROVIDING PAYMENTS ON A CHANGE IN CONTROL
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SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The 2024, 2023, and 2022 compensation for the Company's named executive officers was as follows:
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(a) | All Other Compensation ($)(b) | Total ($) | | Paul G. Reitz | 2024 | 959,000 | 750,000 | 1,029,600 | 8,393 | 2,746,993 | | President and Chief Executive Officer | 2023 | 956,333 | 1,150,000 | 1,036,800 | 62,083 | 3,205,216 | | | 2022 | 927,000 | 1,290,000 | 980,000 | 113,256 | 3,310,256 | | David A. Martin | 2024 | 426,000 | 350,000 | 579,150 | 10,150 | 1,365,300 | | SVP and Chief Financial Officer | 2023 | 424,833 | 540,000 | 576,000 | 9,780 | 1,550,613 | | | 2022 | 412,000 | 625,000 | 673,750 | 8,111 | 1,718,861 | | Michael G. Troyanovich | 2024 | 373,500 | — | 321,750 | 114,336 | 809,586 | | Secretary and General Counsel | 2023 | 372,417 | 175,000 | 345,600 | 9,108 | 902,125 | | | 2022 | 360,500 | 235,000 | 428,750 | 9,037 | 1,033,287 | | Max Narancich (c) | 2024 | 315,098 | 280,000 | 134,460 | 12,601 | 742,159 | | Chief Operating Officer, Carlstar | | | | | | | | Anthony C. Eheli | 2024 | 300,000 | 105,000 | 225,225 | 9,000 | 639,225 | | Vice President and Chief Accounting Officer | 2023 | 299,167 | 150,000 | 230,400 | 8,975 | 688,542 | | | 2022 | 286,250 | 150,000 | 245,000 | 8,588 | 689,838 |
SUMMARY COMPENSATION TABLE
(a)For 2024, represents the grant date fair market value of 2024 restricted stock unit awards computed in accordance with FASB ASC Topic 718. Fair market value is defined as the mean between the high and low stock prices on the date of the award. Excludes the effect of estimated forfeitures. (b)All other compensation for 2024 is comprised of the 401(k) match for Mr. Reitz, Mr. Martin, and Mr. Eheli. The named executive officers are eligible to participate in the 401(k) plan offered to Titan's non-bargaining employees. All other compensation for Mr. Troyanovich is comprised of 401(k) match and a $105,000 one-time payment related to his retirement from the Company. All other compensation for Mr. Naranacich is comprised of a Carlstar specific non-qualified deferred compensation match program. Part of the amounts included in all other compensation for Mr. Reitz reflects personal aircraft usage totaling $54,052 in 2023 and $105,721 in 2022. The Company determined the expense associated with such personal aircraft usage in accordance with Item 402(c) of Regulation S-K, which requires such benefits to be valued on the basis of the aggregate incremental cost to the Company. To determine the incremental cost of personal use of corporate aircraft, the Company multiplies the number of hours of personal flight usage (including “deadhead” flights) by the hourly cost of fuel (Company annual average) and the hourly cost of engine maintenance (where such cost is based on hours of use), and then adds per flight fees such as landing, ramp and hangar fees, catering, contract pilot fees and other miscellaneous trip related expenses.
SUMMARY COMPENSATION TABLE
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SUMMARY COMPENSATION TABLE
(c) Mr. Narancich was appointed Chief Operating Officer of Carlstar on February 29, 2024 following the Company's acquisition of the business. The compensation amounts in the table above are from March 1, 2024 to December 31, 2024.
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The 2024 grants of plan-based awards under the incentive plan for the Company's named executive officers were as follows:
GRANTS OF PLAN-BASED AWARDS
| | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Mr. Reitz | 3/10/24 | 80,000 | 80,000 | 80,000 | 1,029,600(1) | | Mr. Martin | 3/10/24 | 45,000 | 45,000 | 45,000 | 579,150(1) | | Mr. Troyanovich | 3/10/24 | 25,000 | 25,000 | 25,000 | 321,750(1) | | Mr. Narancich | 6/20/24 | 18,000 | 18,000 | 18,000 | 134,460(2) | | Mr. Eheli | 3/10/24 | 17,500 | 17,500 | 17,500 | 225,225(1) |
GRANTS OF PLAN-BASED AWARDS
(1) Reflects an award of restricted stock units that only has a service-based component; generally vest in three substantially equal amounts on the first, second and third anniversaries of the grant date. Calculated based on the $12.87 average of the high and low price on the March 10, 2024 grant date for Mr. Reitz, Mr. Martin, Mr. Troyanovich and Mr. Eheli. (2) Reflects an award of restricted stock unit that only has a service-based component; generally vest in three substantially equal amounts on the first, second and third anniversary of the grant date. Calculated based on the $7.47 average of the high and low price on the June 20, 2024 grant date for Mr. Narancich.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The table below shows the outstanding equity awards at December 31, 2024, for the named executive officers. These equity awards were granted under the Incentive Plan.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| Name | Equity Incentive Plan Awards: Number of Units That Have Not Vested (#)(a) | Equity Incentive Plan Awards: Market or Payout Value of Units That Have Not Vested ($)(b) | | Mr. Reitz | 166,667 | 1,131,669 | | Mr. Martin | 96,667 | 656,369 | | Mr. Troyanovich | 56,667 | 384,769 | | Mr. Narancich | 18,000 | 122,220 | | Mr. Eheli | 37,501 | 254,632 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
(a)The amounts represent awards of restricted stock units granted in fiscal years 2022-2024, as follows: (a) Mr. Reitz, 26,667 restricted stock units granted March 10, 2022, 60,000 restricted stock units granted March 14, 2023, and 80,000 restricted stock units granted March 10, 2024; (b) Mr. Martin, 18,333 restricted stock units granted March 10, 2022, 33,334 restricted stock units granted March 14, 2023, and 45,000 restricted stock units granted March 10, 2024; (c) Mr. Troyanovich, 11,667 restricted stock units granted March 10, 2022, 20,000 restricted stock units granted March 14, 2023, and 25,000 restricted stock units granted March 10, 2024; (d) Mr. Narancich, 18,000 restricted stock units granted on June 20, 2024; and (e) Mr. Eheli, 6,667 restricted stock units granted March 10, 2022, 13,334 restricted stock units granted March 14, 2023, and 17,500 restricted stock units granted March 10, 2024. (b)Market value calculated as of December 31, 2024, based on $6.79, the December 31, 2024 closing price of Titan's Common Stock multiplied by the number of unvested restricted stock units.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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OPTION EXERCISES AND STOCK VESTED
OPTION EXERCISES AND STOCK VESTED The following table summarizes the restricted stock units that vested during the year ended December 31, 2024, for each of the named executive officers. There were no stock options exercised during 2024. The value realized on vesting is calculated based on the per-share closing prices of our Common Stock on the vesting dates, multiplied by the number of vested restricted stock units for each respective vesting date.
OPTION EXERCISES AND STOCK VESTED
| | Restricted Stock Unit Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mr. Reitz | 78,333 | 981,579 | | Mr. Martin | 48,333 | 606,630 | | Mr. Troyanovich | 32,499 | 407,646 | | Mr. Narancich | — | — | | Mr. Eheli | 17,113 | 214,830 |
OPTION EXERCISES AND STOCK VESTED
The following table summarizes the performance share awards that vested during the year ended December 31, 2024, for each of the named executive officers. These awards were issued to the participant in Company common stock on March 13, 2025. The value realized on vesting is calculated based on the per-share closing price of our Common Stock on the vesting date, multiplied by the number of vested performance shares.
OPTION EXERCISES AND STOCK VESTED
| | Performance Share Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mr. Reitz | 230,840 | 1,567,404 | | Mr. Martin | 57,710 | 391,851 | | Mr. Troyanovich | — | — | | Mr. Narancich | — | — | | Mr. Eheli | — | — |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL This section quantifies certain compensation that would have been payable under existing compensation plans and arrangements, including the employment agreements described in “Employment Agreements Providing Payments on a Change in Control” above, had a named executive officer’s employment terminated and/or a change in control occurred on December 31, 2024. Such calculations were made using each executive’s compensation as of December 31, 2024 and, where applicable, the $6.79 closing price of the Company’s Common Stock on December 31, 2024, the last trading day of the year. Since many factors (e.g., the time of year when the event occurs and the then-current price of Common Stock) could affect the nature and amount of benefits a named executive officer could potentially receive, any amounts paid or distributed upon a future termination may be different from those shown in the tables below. On June 17, 2024, Mr. Troyanovich informed the Company that he would be retiring from the Company. He remained with the Company through December 31, 2024 in an advisory capacity to assist with the transition of his job
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
responsibilities. However, since Mr. Troyanovich’s employment as an executive officer, and the termination and change of control rights under his employment agreement, had terminated prior to December 31, 2024, no amounts are included for Mr. Troyanovich in the following discussion, as he would not be entitled to payments upon termination or a change in control that occurred on December 31, 2024. As previously noted, Messrs. Narancich and Eheli do not have an employment agreement with the Company, and consequently would not be entitled to payments upon termination or a change in control.
PAYMENTS ON TERMINATION DUE TO DEATH OR DISABILITY
PAYMENTS ON TERMINATION DUE TO DEATH OR DISABILITY If the employment of either of Messrs. Reitz or Martin is terminated due to death, the employment agreements provides that such named executive officer would have been entitled to the following (assuming termination due to death occurred on December 31, 2024):
PAYMENTS ON TERMINATION DUE TO DEATH OR DISABILITY
| Description | Mr. Reitz ($) | Mr. Martin ($) | | Cash compensation - Salary due(a) | 479,500 | 213,000 | | Group medical/dental(b) | 29,904 | 29,904 | | Acceleration of restricted stock unit vesting(c) | 1,131,669 | 656,369 | | Total | 1,641,073 | 899,273 |
PAYMENTS ON TERMINATION DUE TO DEATH OR DISABILITY
(a)Cash compensation amounts would be paid in a lump sum at time of death. (b)Calculated based on the family COBRA rate for 2024 (which is $2,492 per month) multiplied by the number of months left in the term. (c)Pursuant to applicable restricted stock unit award agreements, all shares of restricted stock units vest on death. The value is calculated based on $6.79, the closing price per share of the Company's common stock on December 31, 2024. If the employment of either of Messrs. Reitz or Martin is terminated due to disability, each of the employment agreements provides that such named executive officer would have been entitled to the following (assuming termination due to disability occurred on December 31, 2024):
PAYMENTS ON TERMINATION DUE TO DEATH OR DISABILITY
| Description | Mr. Reitz ($) | Mr. Martin ($) | | Cash compensation - Salary due(a) | 1,918,000 | 852,000 | | Group medical/dental(b) | 59,808 | 44,856 | | Acceleration of restricted stock unit vesting(c) | 1,131,669 | 656,369 | | Total | 3,109,477 | 1,553,225 |
PAYMENTS ON TERMINATION DUE TO DEATH OR DISABILITY
(a)Cash compensation amounts would be paid in monthly installments over a 24-month period. The above amounts assume no reduction for any payments under the Company's disability plans. (b)Calculated based on the family COBRA rate for 2024 (which is $2,492 per month) multiplied by 24 months for Mr. Reitz and 18 months for Mr. Martin. (c)Pursuant to applicable restricted stock unit award agreements, all restricted stock units vest on termination due to disability. The value is calculated based on $6.79, the closing price per share of the Company's stock on December 31, 2024.
PAYMENTS ON TERMINATION FOR CAUSE
PAYMENTS ON TERMINATION FOR CAUSE If the employment of Mr. Reitz is terminated for failure or refusal to perform duties assigned under the employment agreement or assigned to him by the Company's CEO, Chairman or Board of Directors, as described under his employment agreement, such named executive officer would have been entitled to the following (assuming termination for cause occurred on December 31, 2024):
PAYMENTS ON TERMINATION FOR CAUSE
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PAYMENTS ON TERMINATION FOR CAUSE
| Description | Mr. Reitz ($) | | Cash compensation - Salary due(a) | 479,500 | | Group medical/dental(b) | 14,952 | | Total | 494,452 |
PAYMENTS ON TERMINATION FOR CAUSE
(a)Cash compensation amounts would be paid in monthly installments over a six-month period. (b)Calculated based on the family COBRA rate for 2024 (which is $2,492 per month) multiplied by six months.
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the Company is providing the following information about the ratio of the annual total compensation of the median Titan employee and the annual total compensation of Mr. Paul G. Reitz, President and Chief Executive Officer, in each case, during 2024. To identify the median employee, we used salary as our consistently applied compensation measure to identify the median employee as of December 31, 2024. The majority of our employees receive a base salary (paid on an hourly, weekly, biweekly, or monthly basis) and some are eligible for commissions or an annual cash bonus. Other remuneration (such as stock) is not used for large portions of our employee population. As a result, we believe that base salary provides an accurate depiction of total earnings for the purpose of identifying our median employee. The salaries of Titan's non-U.S. employees were converted into U.S. dollars at the applicable December 31, 2024, exchange rate. Although permitted, the Company did not use the 5% de minimis exemption to exclude or eliminate any of its non-U.S. employees, nor were any material assumptions or estimates made, in the median employee determination. Therefore, the median employee represents the median for the global employee population including low labor cost geographies. After identifying the median employee, the Company calculated the annual total compensation for that employee using the same methodology used for the CEO in the 2024 Summary Compensation Table. The global median employee received annual total compensation of approximately $36,010. The identified global median employee was an employee at the Company's Italy operations. North America has the Company's largest employment population with a median employee total compensation of $64,548 within the geographic region. Titan's CEO, who is located in the U.S., received annual total compensation of $2,746,993, which yields a 2024 pay ratio of approximately 76 to 1 based on the global median employee's annual total compensation. Because the rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, to apply certain exemptions, and to make reasonable estimates and assumptions, the pay ratio calculated by the Company may not be comparable to the pay ratio reported by other companies.
CEO PAY RATIO
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PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last four completed fiscal years. In determining the “compensation actually paid” (CAP) to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2024, 2023, 2022, 2021 and 2020 fiscal years.
PAY VERSUS PERFORMANCE TABLE
| Year | Summary compensation table for PEO ($) | Compensation actually paid to PEO ($) (a) | Average summary compensation table for other NEOs ($) | Average compensation actually paid to other NEOs ($) (b) | Value of initial fixed $100 investment made December 31, 2019 based on: | | Net income (loss) (in thousands, $) (d) | Adjusted EBITDA (in thousands, $) (e) | | | | | | | TSR ($) | TSR of peer group ($) (c) | | | | 2024 | 2,746,993 | (501,805) | 889,068 | 216,803 | 189 | 276 | (3,590) | 128,108 | | 2023 | 3,205,216 | 3,068,528 | 1,050,427 | 997,323 | 412 | 217 | 83,706 | 205,229 | | 2022 | 3,310,256 | 5,068,537 | 1,147,329 | 1,624,920 | 424 | 155 | 179,186 | 252,969 | | 2021 | 4,548,330 | 5,153,371 | 1,127,359 | 1,383,280 | 305 | 154 | 49,891 | 134,964 | | 2020 | 3,044,867 | 3,248,102 | 1,230,715 | 1,375,640 | 139 | 119 | (65,077) | 54,030 |
PAY VERSUS PERFORMANCE TABLE
(a) Compensation actually paid to the principal executive officer (the “PEO”) is adjusted based on: (1) addition of the amount of change in fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year, (2) addition of the amount of change in fair value as of the end of the covered fiscal year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year and (3) addition of the amount of change in fair value from the end of the prior fiscal year to the vesting date for awards granted in prior years that vest in the covered fiscal year. Mr. Reitz is the PEO for the years ended December 31, 2024, 2023, 2022, 2021 and 2020. (b) For our NEOs other than our principal executive officer, the compensation reported is an average. Messrs. Martin, Troyanovich, Narancich and Eheli are the other NEOs for the years ended December 31, 2024. Messrs. Martin, Troyanovich and Eheli are the other NEOs for the years ended December 31, 2023, 2022, and 2021. Messrs. Martin and Troyanovich are the other NEOs for the year ended December 31, 2020. (c) The peer group used for calculating Peer Group Total Shareholder Return is the same peer group used by the company for reviewing its compensation practices. (d) The compensation committee does not utilize net income as a metric in setting the PEO and other NEOs incentive compensation because net income includes certain items that the Compensation Committee believes are not reflective of operational performance of the business. The Compensation Committee instead utilizes Adjusted EBITDA, as it views that metric as more reflective of the operational performance of the business. (e) Reconciliations of net income (loss) to Adjusted EBITDA, non-GAAP financial measures, for the years ended December 31, 2024, 2023, 2022, 2021 and 2020 are included in Appendix A filed herewith.
PAY VERSUS PERFORMANCE TABLE
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PAY VERSUS PERFORMANCE TABLE
The tables below provide a reconciliation from the Summary Compensation Table to the compensation actually paid.
PAY VERSUS PERFORMANCE TABLE
| Year | Summary compensation ($) | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in the Current Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Awards Granted in Prior Years that Forfeited in the Year ($) | Compensation actually paid ($) | | PEO | | | | | | | | 2024 | 2,746,993 | (486,400) | (701,136) | (2,061,262) | — | (501,805) | | 2023 | 3,205,216 | 302,400 | (134,570) | (304,518) | — | 3,068,528 | | 2022 | 3,310,256 | 245,600 | 1,297,131 | 215,550 | — | 5,068,537 | | 2021 | 4,548,330 | 163,105 | 278,135 | 163,801 | — | 5,153,371 | | 2020 | 3,044,867 | 224,700 | 31,501 | (52,966) | — | 3,248,102 | | Average Other NEOs | | | | | | | | 2024 | 889,068 | (136,060) | (208,995) | (176,931) | (150,279) | 216,803 | | 2023 | 1,050,427 | 112,000 | (29,244) | (135,860) | — | 997,323 | | 2022 | 1,147,329 | 112,566 | 269,843 | 95,182 | — | 1,624,920 | | 2021 | 1,127,359 | 63,210 | 125,822 | 66,889 | — | 1,383,280 | | 2020 | 1,230,715 | 152,475 | 13,500 | (21,050) | — | 1,375,640 |
NARRATIVE DISCLOSURE TO PAY VERSUS PERFORMANCE TABLE
NARRATIVE DISCLOSURE TO PAY VERSUS PERFORMANCE TABLE Compensation for the NEOs is set based on the financial performance of the Company with Adjusted EBITDA as the most important financial performance measure to link executive compensation actually paid to company performance. The Company's annual cash bonuses for the NEOs are determined each year based on a certain percentage of Adjusted EBITDA. The graphs below reflect the relationship between the compensation actually paid to our PEO, the average of the compensation actually paid to our remaining NEOs and the Company and the peer group’s cumulative indexed Total Shareholder Return, or TSR, (assuming an initial fixed investment of $100) for the years ended December 31, 2024, 2023, 2022, 2021 and 2020:
NARRATIVE DISCLOSURE TO PAY VERSUS PERFORMANCE TABLE
| Titan International, Inc. | / | 2025 Proxy Statement | 38 |
NARRATIVE DISCLOSURE TO PAY VERSUS PERFORMANCE TABLE
The following graph compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs with net income. The following graph compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs with Adjusted EBITDA. The Company has chosen Adjusted EBITDA as its sole measure used in linking compensation to financial performance.
NARRATIVE DISCLOSURE TO PAY VERSUS PERFORMANCE TABLE
| Titan International, Inc. | / | 2025 Proxy Statement | 39 |
PAY VERSUS PERFORMANCE: CONCLUSION
PAY VERSUS PERFORMANCE: CONCLUSION The Compensation Committee believes in pay for performance and has structured the company’s executive compensation to reward leaders when the company is delivering strong results, taking into account all extenuating circumstances. The company has had strong cumulative TSR and Adjusted EBITDA performance over the immediately preceding three-year period. As a result of this strong performance, stockholders have been rewarded with significant total stock returns and leadership has been compensated accordingly.
PAY VERSUS PERFORMANCE: CONCLUSION
| Titan International, Inc. | / | 2025 Proxy Statement | 40 |