David Martin
Senior Vice President and Chief Financial Officer; Company Secretary at 
TITAN INTERNATIONAL
TITAN INTERNATIONALExecutive
About David Martin
David A. Martin, age 57, is Senior Vice President, Chief Financial Officer and Corporate Secretary of Titan International. He joined Titan in June 2018 after serving in various roles at Aegion Corporation from 1993–2018, including CFO from 2007–November 2017 . Company performance over his tenure shows cyclicality: FY revenue moved from $1.60B in 2018 to $2.17B in 2022, then $1.85B in 2024; net income swung from $16.1M (2018) to $176.3M (2022), then to a loss of $5.6M (2024)* . Five-year cumulative TSR from 12/31/2019 to 12/31/2024 (company $100 → $189.42) underscores the cycle and volatility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aegion Corporation (NASDAQ-listed infrastructure services) | Chief Financial Officer | 2007–Nov 2017 | Led finance at a global provider maintaining and strengthening pipelines; Aegion was later acquired in May 2021 . |
| Aegion Corporation | Various finance/leadership roles | 1993–2007 | Progressive finance leadership at a public company serving infrastructure markets . |
External Roles
- No public-company directorships or external board roles disclosed for Martin in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $412,000 | $426,000 | $426,000 |
| All Other Compensation ($) | $8,111 | $9,780 | $10,150 |
Performance Compensation
Annual Cash Bonus
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target Bonus % of Base | 130% | 130% | 130% |
| Company vs Individual Weighting | Holistic (discretionary) | Holistic (discretionary) | 65% Company / 35% Individual |
| Target ($) | $535,600 (130%×$412,000) | $553,800 (130%×$426,000) | $553,800 (130%×$426,000) |
| Actual Bonus Paid ($) | $625,000 | $540,000 | $350,000 (63% of target) |
Long-Term Incentives (PSUs; granted 2021, performance period 2021–2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (avg. 2021–2024) | 100% | 100% of target shares | >120% of target achieved | 125% of target shares | PSUs settled in common stock on Mar 13, 2025; Martin received 57,710 shares (125% of 46,168 target) |
Equity Awards (RSUs; service-based)
| Grant Date | Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|
| Mar 10, 2024 | 45,000 | $579,150 | Three equal annual installments on each anniversary of grant date . |
| Mar 14, 2023 | 33,334 | Included in 2023 stock awards ($576,000) | Three equal annual installments . |
| Mar 10, 2022 | 18,333 | Included in 2022 stock awards ($673,750) | Three equal annual installments . |
2024 vesting activity: 48,333 RSUs vested for Martin in 2024, with value realized of $606,630 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 284,620 shares (less than 1%) . |
| Ownership as % of Shares Outstanding | ~0.45% (284,620 vs 63,704,208 shares outstanding) . |
| Unvested RSUs at 12/31/2024 | 96,667 units; market value $656,369 (based on $6.79 close) . |
| 2021 PSUs (performance) | Target 46,168; payout 57,710 shares at 125% on Mar 13, 2025 . |
| Shares Acquired on Vesting (2024) | 48,333 RSUs; $606,630 realized value . |
| Hedging/Pledging | Company policy prohibits hedging and pledging of Company stock by officers and directors . |
| Ownership Guidelines | Director stock ownership guidelines exist (5× cash retainer); executive ownership guidelines not disclosed . |
Employment Terms
| Provision | Term for David Martin |
|---|---|
| Agreement Effective Date & Term | Effective June 14, 2018; initial 2-year term; auto-renews for successive one-year periods unless non-renewal notice . |
| Severance (Without Cause / Good Reason) | 12 months of base salary; pro-rated bonus based on actual performance; fully-paid COBRA for greater of months remaining in employment period or 12 months; 100% vesting of outstanding stock options and restricted stock (if any), subject to release of claims . |
| Change-in-Control Trigger | If terminated by the executive for any reason within 6 months following a change in control, same severance as above applies . |
| Potential Payments (as of 12/31/2024) – CIC Termination | Salary $426,000; Bonus $553,800 (target); COBRA $29,904; RSU acceleration $656,369; PSU acceleration $313,481; Total $1,979,554 . |
| Potential Payments (as of 12/31/2024) – Involuntary Termination/Good Reason | Salary $426,000; Bonus $553,800 (target); COBRA $29,904; RSU acceleration $656,369; Total $1,666,073 . |
| Death Benefits | Salary $213,000; COBRA $29,904; RSU acceleration $656,369; Total $899,273 . |
| Disability Benefits | Salary $852,000 (24 months in installments, reduced by disability insurance); COBRA $44,856 (up to 24 months); RSU acceleration $656,369; Total $1,553,225 . |
| Non-Compete & Confidentiality | Customary perpetual confidentiality and 3-year non-compete covenants . |
| Clawback (Compensation Recovery Policy) | Adopted December 2023 in compliance with NYSE rules; recovery of incentive comp paid on/after Oct 2023 in event of required accounting restatement . |
| Anti-Hedging/Pledging | Insider trading policy prohibits hedging, short-term trading, options trading, margin purchases, and pledging . |
Company Performance During Martin’s Tenure (Financials)
| Metric | FY 2018 | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|---|
| Revenues ($) | 1,602,408,000 | 1,448,666,000 | 1,259,313,000 | 1,780,215,000 | 2,169,380,000 | 1,821,800,000 | 1,845,937,000 |
| EBITDA ($) | 98,570,000* | 23,009,000* | 44,323,000* | 133,600,000* | 250,407,000* | 190,609,000* | 101,309,000* |
| Net Income ($) | 16,087,000 | (48,425,000)* | (60,388,000)* | 49,586,000 | 176,302,000 | 78,760,000 | (5,560,000) |
Values retrieved from S&P Global for cells marked with an asterisk.
Total Shareholder Return (TSR) Reference
| Period | TWI Indexed TSR (Base=$100 at 12/31/2019) |
|---|---|
| 12/31/2019 | $100.00 |
| 12/31/2020 | $135.39 |
| 12/31/2021 | $305.74 |
| 12/31/2022 | $427.37 |
| 12/31/2023 | $415.10 |
| 12/31/2024 | $189.42 |
Compensation Structure Notes and Governance
- Peer Group and Consultant: Compensation Committee historically used Pay Governance and a 19-company industrial/manufacturing peer group; peer list includes names like Alamo Group, ITT, Valmont, Modine, Watts Water; no changes to peer group in 2024 .
- Pay Mix Approach: Committee emphasizes Adjusted EBITDA, cash flow, and working capital management in linking pay to performance; the annual bonus program considered holistic Company vs individual performance and targeted 130% of base for the CFO .
- Say-on-Pay: The Board recommends approval of NEO compensation for 2025; Titan undertook shareholder outreach after low support in 2023, adding more disclosure on incentive targets and achievements .
Investment Implications
- Alignment: Martin’s pay program ties annual incentives to Company performance with a defined target and disclosed payout ratio (63% of target for 2024) alongside sizable service-based RSUs and a 2021 PSU award paying out at 125%, aligning with strong multi-year Adjusted EBITDA performance .
- Retention & Selling Pressure: Unvested RSUs (96,667 units; $656,369 at 12/31/2024) vest over the next three years, implying periodic settlement events; 48,333 RSUs vested in 2024 with $606,630 realized, suggesting calendar-linked liquidity needs around vesting dates .
- Risk Controls: Anti-hedging/pledging policy and a formal clawback reduce governance risk; non-compete (3 years) and defined severance/CIC terms offer stability but create standard change-in-control economics ($1.98M modeled total in a CIC termination at 12/31/2024) .
- Performance Context: Revenues and net income peaked in 2022 before contracting in 2024; TSR over five years shows notable volatility and drawdown in 2024, consistent with cyclical end-market pressures referenced in CD&A .