Bryan Knutson
Titan MachineryAbout Bryan Knutson
Bryan J. Knutson, 46, is President & Chief Executive Officer (CEO) of Titan Machinery Inc. and a member of the Board of Directors since February 1, 2024. He joined Titan in September 2002 and previously served as COO (2017–2023) and President (since 2022) with prior field leadership, general management, and sales roles; externally, he is a past Chairman of the Pioneer Equipment Dealers Association and has served on Case IH Agriculture and Case Construction Dealer Advisory Boards . Under his first fiscal year as CEO (FY2025, year-end Jan 31, 2025), company TSR (value of $100 investment) was 153.32, net income was -$36.9 million, and adjusted pre-tax income was -$40.3 million, resulting in a zero annual bonus for him given performance below thresholds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Titan Machinery Inc. | CEO; Director | 2024–present (CEO/Director effective Feb 1, 2024) | Leadership transition from founder-CEO; oversight of multi-continent dealership operations . |
| Titan Machinery Inc. | President | 2022–present | Expanded responsibility for enterprise execution across ag and construction operations . |
| Titan Machinery Inc. | Chief Operating Officer | 2017–2023 | Drove operational process and performance improvements across North American ag and construction segments . |
| Titan Machinery Inc. | Senior Field Leadership; General Manager; Sales Consultant | 2002–2017 (specific dates not disclosed) | Built store-level and regional execution capabilities; carried direct commercial and P&L responsibilities . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pioneer Equipment Dealers Association | Past Chairman of the Board | Not disclosed | Regional industry leadership for MN/ND/SD equipment dealers . |
| Case IH Agriculture Dealer Advisory Board | Member | Not disclosed | OEM advisory exposure to product and dealer strategy . |
| Case Construction Dealer Advisory Board | Member | Not disclosed | OEM advisory exposure to product and dealer strategy . |
Fixed Compensation
| Fiscal Year | Base Salary ($) |
|---|---|
| 2023 | 470,000 |
| 2024 | 516,667 |
| 2025 | 575,000 |
Notes:
- CEO base increased to $575,000 effective Feb 1, 2024 upon promotion to CEO .
Performance Compensation
| Component | FY2025 Target | Metric | Weight | Threshold | Target | Maximum | FY2025 Actual | Payout |
|---|---|---|---|---|---|---|---|---|
| Annual Cash Bonus | 100% of base salary ($575,000) | Adjusted Pre-Tax Income | 40% | $100,696,755 | $111,885,283 | $139,856,604 | $(40.3)M | 0% (below threshold) |
| Annual Cash Bonus | 100% of base salary ($575,000) | Return on Assets | 30% | 4.71% | 5.23% | 6.54% | (2.0)% | 0% (below threshold) |
| Annual Cash Bonus | 100% of base salary ($575,000) | Total Revenue | 30% | $2,781,550,885 | $3,090,612,094 | $3,863,265,118 | $2.7B | 0% (below threshold) |
| FY2025 Bonus Outcome | — | — | — | — | — | — | — | $0 paid |
Long-Term Equity (FY2025 grant):
- 31,593 restricted shares granted on June 3, 2024; grant date fair value $574,993 (31,593 × $18.20) .
- Vesting: 25% on each April 1, 2025/2026/2027/2028 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 10, 2025) | 106,079 shares; percent of class “*” (less than 1%) . |
| Included Restricted Shares | 38,380 shares subject to risk of forfeiture (included in beneficial ownership) . |
| Unvested RS as of 1/31/2025 | 58,965 shares; market value $1,103,825 at $18.72 close on 1/31/2025 . |
| Recent Vesting (FY2025 activity) | 21,521 shares vested on 4/1/2024; value realized $516,504 at $24.00 . |
| Upcoming Vesting Tranches | 20,585 (4/1/2025); 17,623 (4/1/2026); 12,858 (4/1/2027); 7,899 (4/1/2028) . |
| Stock Ownership Guidelines | CEO minimum = 3× base salary; as of FY2025 close, all senior officers except Mr. Larsen had satisfied the guidelines (implying CEO in compliance) . |
| Hedging/Pledging | Company policy prohibits hedging and pledging; minimum six-month holding for officer/director open-market purchases . |
Implication: ~$1.10M of unvested equity and scheduled annual vesting through 2028 suggest retention incentives and periodic tax-related selling needs around April 1 each year .
Employment Terms
| Term | Without Cause / Good Reason (no CIC) | With Change-in-Control (within 12 months; double trigger) |
|---|---|---|
| Cash Severance | 1× base salary + average last 3 years bonus (or target if no history in role) | 2× base salary + average last 3 years bonus (or target if no history in role) |
| Example Amounts (if terminated 1/31/2025) | $1,150,000, paid over 12 months | $2,300,000, paid over 24 months |
| Equity | Time-based awards vest | All equity becomes fully vested |
| COBRA/Benefits | Employer share of medical/dental for 12 months (est. $758.26/month as of 1/31/2025) | Employer share of medical/dental for 24 months (est. $758.26/month as of 1/31/2025) |
| Death/Disability/Retirement | Unvested restricted stock becomes 100% vested upon death, disability, or qualifying retirement; CEO not yet retirement-eligible . | |
| Definitions | “Cause,” “Good Reason,” and “Change in Control” defined in agreement (board change, >50% voting power change, or sale of substantially all assets) . | |
| Conditions | Release of claims; adherence to non-compete and non-solicit; cooperation; non-disparagement required for severance . | |
| Clawback | Company policy to recoup incentive comp upon accounting restatement (SEC Rule 10D compliance) . |
Board Governance and Service
- Board Service: Director since Feb 1, 2024; executive (non-independent) director; does not serve on standing committees (committees are fully independent) .
- Board Leadership: Non-independent Chairman (David Meyer); Lead Independent Director (Stan Erickson) with defined oversight responsibilities .
- Independence: 7 of 9 directors independent; all Audit, Compensation, and Governance/Nominating Committee members independent .
- Meetings & Attendance: 8 Board meetings in FY2025; each director attended ≥75%, and 8 of 9 had 100% attendance; independent directors met in executive session at least quarterly .
- Anti-Hedging/Pledging: Policy prohibits hedging and pledging company securities .
- Say-on-Pay: 96.65% approval at 2024 Annual Meeting .
Committee composition (FY2025):
- Audit: Richard Mack (Chair), Stan Erickson, Christine Hamilton, Jody Horner .
- Compensation: Jody Horner (Chair), Frank Anglin, Tony Christianson, Richard Lewis .
- Governance/Nominating: Christine Hamilton (Chair), Frank Anglin, Tony Christianson, Richard Lewis .
Performance & Track Record (FY2021–FY2025 context; FY2025 under current CEO)
| Metric | FY2025 | FY2024 | FY2023 |
|---|---|---|---|
| TSR – $100 investment (Company) | 153.32 | 218.92 | 359.87 |
| TSR – $100 investment (Peer Index) | 219.98 | 157.55 | 123.04 |
| Net Income ($000s) | (36,911) | 112,441 | 101,868 |
| Adjusted Pre-Tax Income ($000s) | (40,335) | 146,926 | 137,138 |
| CEO Annual Cash Bonus ($) | 0 | 323,425 (as President & COO) | 680,327 (as President & COO) |
Notes:
- FY2025 revenue of $2.7B fell below the bonus plan threshold; ROA and Adjusted Pre-Tax Income were below thresholds, driving zero cash bonus .
Compensation Peer Group (for benchmarking)
Alamo Group, Alta Equipment Group, Applied Industrial Technologies, Camping World Holdings, DXP Enterprises, GATX Corporation, H&E Equipment Services, Herc Holdings, MarineMax, Monro, MRC Global, MSC Industrial Direct, Rush Enterprises, The Manitowoc Company, Titan International .
Director Compensation (as applicable)
- Knutson is an employee director; non-employee director compensation does not apply to him .
- Non-employee director program (for context): $55,000 cash retainer + $80,000 in restricted stock; additional cash retainers for committee chairs, lead independent director, and beginning FY2026 an additional $95,000 cash retainer for non-employee Chairman .
Compensation Structure Analysis (Signals)
- High at-risk pay: 100% of salary target bonus and annual equity grants sized at ~1× base salary align compensation to performance; zero FY2025 payout confirms plan rigor .
- Metrics: 40% Adjusted Pre-Tax Income, 30% ROA, 30% Revenue tightly link cash pay to profitability, capital efficiency, and scale .
- Equity mix: Time-based RS, no options outstanding; simpler retention-focused equity with four-year vest schedule to 2028 .
- Governance protections: Clawback in place; anti-hedging/pledging policy; robust ownership guidelines; strong say-on-pay support (96.65%) .
Risk Indicators & Red Flags
- FY2025 underperformance (losses; TSR down from FY2024) drove zero bonus; no indication of discretionary override, which is positive for pay discipline .
- No option repricing, tax gross-ups, or related-party transactions involving Knutson disclosed; hedging/pledging prohibited by policy .
- Change-in-control economics: 2× cash plus full equity vesting (double-trigger) may create meaningful payout upon M&A; COBRA continuation for 24 months .
Employment Terms (Key Economics Summary)
| Category | Detail |
|---|---|
| Base Salary | $575,000 effective Feb 1, 2024 . |
| Target Bonus | 100% of base salary ($575,000); max 200% . |
| FY2025 Equity Award | 31,593 RS; $574,993 grant date fair value; 25% vest annually each Apr 1 (2025–2028) . |
| Severance (no CIC) | ~$1.15M cash; time-based equity vest; 12 months employer share of benefits (est. $758.26/month) . |
| Severance (with CIC) | ~$2.30M cash (double); full equity vest; 24 months employer share of benefits (est. $758.26/month) . |
| Clawback/Policies | SEC-compliant clawback; no hedging/pledging; CEO ownership guideline 3× salary (in compliance) . |
Board Governance (Dual-Role Considerations)
- Dual role: CEO and director; not Chair. Governance mitigants include non-independent Chair with deep company knowledge, a Lead Independent Director, fully independent committees, and regular executive sessions without management .
- Independence: 7/9 directors independent (only the current CEO and former CEO are non-independent) .
Investment Implications
- Alignment: Strong pay-for-performance design with rigorous thresholds; zero FY2025 bonus despite sizeable targets demonstrates discipline, while meaningful unvested equity (~$1.10M) and ownership guideline compliance align incentives with long-term shareholders .
- Retention/Overhang: Four-year RS vesting cadence through 2028 supports retention but implies periodic vest-related selling pressures around April 1 for tax/settlement; no hedging/pledging reduces misalignment risk .
- Event Risk: Double-trigger CIC at 2× cash plus full equity vesting is standard but financially material in an M&A scenario; could influence negotiations around strategic transactions .
- Execution Risk: FY2025 losses and TSR decline versus FY2024 underscore near-term execution risk; bonus metrics (Adjusted Pre-Tax Income/ROA/Revenue) set clear recovery hurdles for cash compensation in FY2026 and beyond .
- Governance: CEO-director role is balanced by a Lead Independent Director and independent committees, mitigating oversight concerns associated with dual roles .