Max Narancich
TITAN INTERNATIONALAbout Max Narancich
Max R. Narancich, 49, is Chief Operating Officer of Carlstar at Titan International (TWI). He joined Titan in February 2024 following Titan’s acquisition of The Carlstar Group; at Carlstar he served as CFO from 2016 to February 2024, previously holding roles as VP Operational Finance and Director of FP&A. He holds a Bachelor’s in Accounting from the University of Central Arkansas. 2024 corporate performance context for incentive decisions: Titan generated over $1.8 billion of revenue, $128 million of Adjusted EBITDA, and returned $74 million via share repurchases, while navigating cyclical end-market weakness .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Titan International (TWI) | Chief Operating Officer, Carlstar | Feb 29, 2024–present | Integration of Carlstar operations; Company honored Carlstar incentive framework for his 2024 bonus . |
| The Carlstar Group | Chief Financial Officer | 2016–Feb 2024 | Led finance; oversaw operational controlling and global network . |
| The Carlstar Group | VP Operational Finance; Director FP&A | 2011–2016 (pre-CFO) | Operational finance leadership and FP&A prior to promotion to CFO . |
External Roles
- No external directorships or public company board roles disclosed for Mr. Narancich in Titan’s 2025 proxy .
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base Salary (earned) | $315,098 | Earned March 1–Dec 31, 2024 following his appointment . |
| Annual Base Salary Rate | $375,000 | Approved by Compensation Committee for 2024; no prior years disclosed for him . |
| All Other Compensation | $12,601 | Comprised of Carlstar-specific non-qualified deferred compensation match program . |
Performance Compensation
Annual Cash Bonus (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Carlstar financial performance (company carried over Carlstar’s plan) | Not disclosed for Mr. Narancich (company program generally 65% company / 35% individual) | 75% of base salary (rate) = $281,250 | 100% of target | $280,000 | Cash (no vesting) |
Notes:
- For 2024, Titan’s annual cash program evaluated Adjusted EBITDA and free cash flow performance at the company level, plus individual goals; the CEO’s payout ratio was set at 60% of target for the two metrics amid market conditions, while Mr. Narancich’s payout ratio was determined based on Carlstar’s financial performance under its pre-acquisition plan that Titan honored .
Equity Awards (2024)
| Award Type | Grant Date | Units | Grant Date Fair Value | Vesting Schedule | Performance Link |
|---|---|---|---|---|---|
| RSU (service-based) | Jun 20, 2024 | 18,000 | $134,460 | Generally vests in three equal annual installments on the first three anniversaries of the grant date (i.e., Jun 20, 2025/2026/2027, subject to plan terms) | None; service-based only |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Common Shares Owned | 53,000 shares; less than 1% of outstanding . |
| Shares Outstanding (record date) | 63,704,208 shares . |
| Unvested RSUs at 12/31/2024 | 18,000 units; market value $122,220 (based on $6.79 closing price on 12/31/2024) . |
| Stock Options (exercisable/unexercisable) | No options shown for Mr. Narancich in the outstanding equity awards table; none exercised in 2024 . |
| Hedging/Pledging | Company policy prohibits pledging, hedging (short sales, options, margin purchases, short-term trading) for covered persons . |
| Ownership Guidelines | Not disclosed for Mr. Narancich; no compliance status provided . |
| 2024 RSU Vesting Activity | None for Mr. Narancich; no RSUs vested in 2024 . |
Employment Terms
- Appointment and tenure: Joined Titan in Feb 2024 post Carlstar acquisition; appointed COO, Carlstar on Feb 29, 2024 .
- Employment agreement: None; Mr. Narancich does not have an employment agreement with Titan .
- Severance / Change-in-Control: None; he would not be entitled to payments upon termination or change-in-control as of 12/31/2024 .
- Deferred compensation: Participates in a Carlstar-originated non-qualified deferred compensation plan continuing after the acquisition; 2024 “All Other Compensation” includes a match under this program .
- Clawback: Titan adopted a Compensation Recovery Policy in Dec 2023 (NYSE-compliant) to recover incentive-based compensation paid on or after October 2023 in the event of an accounting restatement .
- Hedging and pledging restrictions: Strictly prohibited by company insider trading policy .
- Base salary market positioning: 2024 base salary approximately at the 15th percentile versus Titan’s peer group (Equilar data) .
- Legal proceedings: No events requiring disclosure for any director or executive officer, per Item 401(f) .
Investment Implications
- Pay-for-performance alignment: 2024 cash bonus paid at 100% of target was explicitly tied to Carlstar’s financial performance under its legacy plan, while his long-term equity is service-based RSUs without performance metrics—suggesting near-term cash incentives are performance-sensitive, but equity lacks explicit performance hurdles .
- Retention and change-in-control economics: Absence of an employment agreement, severance, or change-in-control protections reduces guaranteed payouts and may lower retention “stickiness” versus peers with robust contracts, particularly as RSU vesting occurs annually starting in 2025 .
- Insider selling pressure: No 2024 vesting for him and a three-year RSU vesting schedule beginning in 2025 implies potential incremental share delivery on vest dates; company policy bans hedging/pledging, which mitigates alignment risks typically associated with collateralization .
- Ownership alignment: 53,000 shares beneficially owned and 18,000 unvested RSUs indicate meaningful exposure but under 1% of outstanding shares; no ownership guideline disclosure limits assessment of whether holdings meet policy targets .
- Program design risk: Equity awards for 2024 are entirely time-based RSUs, which reduce performance risk for the executive; monitoring any future introduction of PSUs or explicit performance weighting for his role will be key to evaluating incentive quality .