Max Guinn
TITAN INTERNATIONALAbout Max A. Guinn
Independent director of Titan International (TWI) since 2019; age 66. Former 38‑year Deere & Company executive, including President of the Worldwide Construction & Forestry Division (2014–2018) and earlier SVP for HR/Communications/Public Affairs/Labor Relations (2012–2014). He holds a B.S. in Mechanical Engineering (Missouri University of Science & Technology) and an MBA (University of Dubuque). The Board has determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deere & Company | President, Worldwide Construction & Forestry Division | 2014–2018 | Led global manufacturing-heavy business; deep ops/supply/manufacturing experience cited by TWI Board. |
| Deere & Company | SVP, HR/Communications/Public Affairs/Labor Relations | 2012–2014 | Enterprise leadership and labor relations experience. |
| Deere & Company | Increasing responsibility in quality, supply management, manufacturing (Ag/Construction/Forestry) | Pre‑2012 | Global manufacturing background brings unique insights to TWI operations. |
| John Deere Capital Corporation | Director | 2014–2018 | Finance affiliate directorship experience. |
External Roles
- No current external public company directorships are disclosed for Mr. Guinn in Titan’s 2025 proxy; prior directorship: John Deere Capital Corporation (2014–2018).
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member. Not a designated “audit committee financial expert” and not a chair.
- Independence: Board determined Guinn meets NYSE independence standards.
- Attendance: Each director serving in 2024 attended ≥75% of Board and applicable committee meetings (Board met 5x; Audit 5x; Compensation 1x; Nominating 1x; Corporate Governance 1x).
- Executive sessions and governance: Independent directors hold executive sessions; Board charters and governance policies published on company site.
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount/Detail | Source |
|---|---|---|
| Annual cash retainer | $90,000 (directors may elect RSUs in lieu of cash) [policy] | |
| Committee chair fees | Audit Chair: $22,500; Comp/Nom/Gov Chairs: $15,000 (not applicable to Guinn in 2024) | |
| Audit “financial expert” stipend | $7,500 (designated to Ms. Thompson in 2024) | |
| 2024 fees earned (Guinn) | $30,000 (cash) | |
| 2024 stock awards (Guinn) | $180,000 grant date fair value | |
| 2024 total (Guinn) | $210,000 |
Notes: Non‑employee directors received an additional ~$90,000 RSU annual grant (time‑based vesting); directors may take the $90,000 retainer in RSUs; RSUs vest on June 13, 2025 (one‑year).
Performance Compensation
- Non‑employee director equity is time‑based RSUs; no disclosed performance conditions (no revenue/EBITDA/TSR metrics) for director grants.
Other Directorships & Interlocks
- Compensation Committee Interlocks: During 2024, Guinn served on the Compensation Committee; none of its members were TWI officers, and no executive officer of TWI served on the board/comp committee of an entity that had an executive serving on TWI’s Compensation Committee (i.e., no interlocks).
Expertise & Qualifications
- Mechanical engineering and MBA credentials; decades of global manufacturing, supply chain, and operational leadership; brings manufacturing and operational insight to TWI.
- Audit Committee service indicates financial literacy (committee members meet NYSE financial‑related expertise and literacy requirements; Ms. Thompson designated as financial expert).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 145,556 shares; <1% of outstanding |
| Unvested RSUs outstanding (12/31/24) | 24,177 units |
| Stock options | None outstanding (director) |
| Ownership guidelines | Directors expected to hold ≥5x annual cash retainer within 5 years; all non‑employee directors in compliance as of 12/31/24 |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors/officers/employees |
Insider Trades (Form 4 – Guinn, Max A.)
| Transaction Date | Type | Shares | Price | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|
| 2025‑06‑16 | Award (A) – RSUs/Common | 19,780 | $0.00 | 165,336 | |
| 2024‑06‑13 | Award (A) – RSUs/Common | 24,177 | $0.00 | 145,556 | |
| 2023‑11‑15 | Gift (G) | 11,000 | $0.00 | 121,379 | |
| 2023‑09‑18 | Sale (S) | 18,402 | $12.49 | 132,379 | |
| 2023‑09‑15 | Sale (S) | 1,598 | $12.60 | 150,781 | |
| 2023‑09‑01 | Sale (S) | 29,650 | $12.97 | 152,379 | |
| 2023‑06‑13 | Award (A) – RSUs/Common | 7,853 | $0.00 | 182,029 | |
| 2022‑06‑13 | Award (A) – RSUs/Common | 5,408 | $0.00 | 174,176 | |
| 2022‑05‑18 | Gift (G) | 8,000 | $0.00 | 168,768 | |
| 2022‑05‑16 | Gift (G) | 20,000 | $0.00 | 176,768 | |
| 2021‑06‑16 | Award (A) – Common | 19,650 | $9.16 | 196,768 |
Notes: “Post‑Txn Ownership” reflects Form 4 reported holdings after the transaction. Awards reflect director RSU/common grants; 2023 includes open‑market sales around ~$12.5–13.0 and gifts. (Data retrieved via Insider-Trades skill.)
Governance Assessment
- Strengths: Independent director with deep, directly relevant manufacturing/operations background; serves on both Audit and Compensation Committees, supporting board oversight; attendance at or above 75% threshold; compliance with robust ownership guidelines; company prohibits hedging/pledging, aligning director/shareholder interests.
- Compensation alignment: 2024 director pay mix skewed to equity (RSUs) with optional equity in lieu of cash retainer; Guinn elected material equity, indicating alignment with shareholders; no performance-conditioned director equity (typical for U.S. boards).
- Potential red flags: None disclosed specific to Guinn—no related‑party transactions, no pledging, not flagged for low attendance or pay anomalies; note that while he serves on key committees, he is not the Audit Committee financial expert nor a chair, which is not a concern given committee composition.
- Contextual governance considerations: The Board is majority‑independent and holds executive sessions; all directors elected annually by majority vote; presence of significant shareholder (AIP entities) and related Stockholders Agreement influenced 2024–2025 voting and added an AIP‑affiliated director (Kim Marvin), which the Nominating Committee oversaw—this is a board‑level dynamic rather than a Guinn‑specific conflict.