Kim Marvin
TITAN INTERNATIONALAbout Kim Marvin
Kim A. Marvin, age 63, is an independent director of Titan International, Inc. (TWI) and a Senior Managing Member at American Industrial Partners (AIP). He joined Titan’s Board on February 29, 2024, concurrent with the closing of the Carlstar acquisition; he holds a B.S. in Ocean Engineering from MIT and an MBA (Baker Scholar, High Distinction) from Harvard Business School . The Board has determined he meets NYSE independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Industrial Partners (AIP) | Senior Managing Member | 1997–present | Leadership across private company boards; broad-based business knowledge |
| Goldman, Sachs & Co. | M&A and Financial Institutions Groups | 1994–1997 | Transaction execution and financial advisory |
| The American Original Corporation | Chief Operating Officer | 1985–1991 | Operating leadership (COO) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Industrial Partners (AIP) | Senior Managing Member | 1997–present | Experience with boards of private companies across diverse industries |
Board Governance
- Committee assignments: Member, Compensation Committee (Chair: Richard M. Cashin Jr.; other members: Max A. Guinn, Mark H. Rachesky, MD, Anthony L. Soave) .
- Independence: Board determined Marvin is independent under NYSE standards; all members of Audit, Compensation, Nominating & Governance Committees are independent .
- Attendance and engagement: Each director who served in 2024 attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Tenure: Director since 2024; appointed February 29, 2024 per Stockholders Agreement related to Carlstar acquisition .
- Appointment context: AIP-affiliated entities received 11,921,766 shares (18.7%) as part of Carlstar acquisition; AIP agreed to voting commitments through the 2025 Annual Meeting; Marvin entered into an indemnification agreement for his Board service .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | — | Marvin waived all Board compensation |
| Stock Awards ($) | — | Marvin waived all Board compensation |
| Total ($) | — | Marvin waived all Board compensation |
Titan’s standard non-employee director package (for reference): $90,000 cash annual director fee (electable in RSUs), plus ~$90,000 RSU grant; additional fees: Chair of Board $90,000; Audit Chair $22,500; other committee Chairs $15,000; Audit Committee financial expert $7,500 .
Performance Compensation
| Performance-linked Director Compensation | Metric | Target | Outcome |
|---|---|---|---|
| None (director equity grants are time-based RSUs; no performance metrics for directors) | — | — | Marvin waived all compensation/awards |
Other Directorships & Interlocks
| Entity | Relationship | Governance Exposure |
|---|---|---|
| AIP-affiliated “AIP Entities” (Carlstar holders) | Major shareholder via 11,921,766 TWI shares; Marvin is an affiliate | Stockholders Agreement includes voting commitments through first business day after the 2025 Annual Meeting; Marvin appointed to Board at closing |
| Carlstar | Acquired by Titan in 2024 | Appointment linked to transaction; integration into “One Titan” platform |
Expertise & Qualifications
- Education: MIT (B.S., Ocean Engineering), Harvard Business School (MBA, Baker Scholar, High Distinction) .
- Technical/functional expertise: M&A, finance, operations; leadership across private company boards .
- Board qualifications: Independent; significant transaction and strategic experience; not designated as Audit Committee financial expert (that designation applies to Laura K. Thompson) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Kim A. Marvin | 11,921,766 | 18.7% | Based on Carlstar 13D and Form 3; Marvin disclaims beneficial ownership except to extent of pecuniary interest |
| RSUs/Options (Director) | — | — | No outstanding RSUs or options as of 12/31/2024 (Marvin waived compensation) |
| Ownership Guideline | Requirement | Compliance Status |
|---|---|---|
| Director stock ownership | ≥ 5x annual cash retainer within 5 years of becoming a non-employee director | All non-employee directors were in compliance as of 12/31/2024 |
Hedging/pledging: Titan’s insider trading policy prohibits hedging and pledging of company stock by officers/directors/employees .
Governance Assessment
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Positives:
- Independence affirmed; member of key Compensation Committee; strong attendance and Annual Meeting participation .
- Waiver of director compensation reduces potential for pay-related conflicts and may signal alignment through significant share ownership via AIP-affiliated entities .
- Robust related-party governance: for major transactions (e.g., MHR share repurchase), conflicted director recused; approvals obtained from Audit Committee, Board, and “independent directors” under note indenture, evidencing process discipline .
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Potential conflicts and red flags to monitor:
- AIP Entities are a 18.7% holder with voting commitments under the Stockholders Agreement; Marvin’s affiliate status and Compensation Committee membership warrant continued oversight for potential influence on pay and strategic decisions (Board deems him independent) .
- Appointment linked to Carlstar acquisition; while common in strategic deals, investors should monitor for related-party transactions or preferential terms involving AIP-affiliated entities; none disclosed involving Marvin in 2024 beyond appointment context .
- Concentrated ownership dynamics (AIP Entities, BlackRock, Vanguard, Dimensional) could impact governance outcomes; continued transparency around shareholder engagement is important .