Paul Reitz
TITAN INTERNATIONALAbout Paul Reitz
Titan International’s President and Chief Executive Officer. Joined Titan in 2010 as CFO, became President in February 2014, and CEO in January 2017; age 52. Education: MBA (University of Iowa); BBA (Northwood University). Current external directorship: TrueBlue, Inc. (Compensation and Governance Committees). Board service at Titan since December 2017; not independent under NYSE rules; Chairman and CEO roles are separated (Chairman is Maurice M. Taylor Jr.). 2024 operating markers: Sales $1.8B; Adjusted EBITDA $128M; Free Cash Flow $76M; $74M of share repurchases. Pay-versus-performance shows cumulative TSR of $189 on a $100 investment since 12/31/2019 (peer group $276) and PEO “compensation actually paid” of ($0.50)M in 2024 due to stock-performance adjustments, signaling equity sensitivity.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Titan International | Chief Financial Officer | 2010–2014 | Built finance capability through international growth and M&A; set foundation for later CEO tenure. |
| Titan International | President; later President & CEO | 2014–present; CEO since 2017 | Led operational discipline, product innovation, and acquisition/integration (e.g., Carlstar) through a cyclical downturn. |
| Carmike Cinemas | Chief Accounting Officer | Prior to 2010 | Public-company finance leadership. |
| McLeodUSA Publishing; Yellow Book USA; Deloitte & Touche | Various leadership roles | Prior to 2010 | Operating and audit/Advisory experience in publishing and professional services. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| TrueBlue, Inc. (NASDAQ: TBI) | Director; Compensation and Governance Committees | Current (as of 2025 proxy) | Public company director with committee service experience. |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 927,000 | 956,333 | 959,000 |
| Perquisites – aircraft use ($) | 105,721 | 54,052 | — (not disclosed for 2024) |
Notes: Reitz participates in Titan’s 401(k) match; no non-qualified deferred comp plan for executives (company does not maintain one; Carlstar legacy NQDC applies to another NEO). Clawback policy adopted December 2023 in line with NYSE rules. Hedging and pledging of Titan stock are prohibited for officers and directors.
Performance Compensation
Annual Cash Incentive (2024 design and outcome)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Financial metrics: Adjusted EBITDA and Free Cash Flow (Company-level) | ~65% | CEO target bonus 130% of base salary ($1,246,700) | Committee derived 60% payout ratio for the metrics | Included in $750,000 total bonus | Cash (annual) |
| Individual strategic objectives | ~35% | Qualitative | Evaluated holistically | Included in $750,000 total bonus | Cash (annual) |
2024 annual cash bonus paid to Reitz: $750,000 vs target $1,246,700 (≈60% of target), reflecting cyclicality and balanced scorecard.
Long-Term Incentives
- 2024 RSU grant: 80,000 units (grant-date fair value ≈$1,029,600), service-based vesting in three equal annual installments.
- Performance Share Program (granted 2021; performance period 2021–2024): Metric = Average annual Adjusted EBITDA versus target; payout curve 25%–125% from 80%–>120% of target. Actual >120% of target; paid at 125%: Reitz received 230,840 common shares on March 13, 2025.
| LTI Element | Grant/Performance Period | Target/Grant | Performance/Service Condition | Payout/Vesting |
|---|---|---|---|---|
| RSUs | Mar 10, 2024 | 80,000 units; FV ≈ $1,029,600 | Service-based; vests 1/3 per year | 2025–2027 annual tranches |
| PSUs (Adj. EBITDA) | 2021–2024 | 184,672 target shares | >120% of target achieved (125% payout) | 230,840 shares issued Mar 13, 2025 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 494,617 shares; <1% of shares outstanding (63,704,208). |
| Unvested RSUs (12/31/2024) | 166,667 units (FV $1,131,669 @ $6.79). |
| 2024 RSUs vested (value realized) | 78,333 shares; $981,579. |
| 2021–2024 PSUs vested (issued 3/13/2025) | 230,840 shares; $1,567,404 value at vesting-date price. |
| Ownership guidelines | Director stock ownership guidelines exist (5x cash retainer); executive ownership guidelines not disclosed. |
| Hedging/Pledging | Prohibited by insider trading policy (no shorts, options, or pledging). |
Vesting schedule detail (Form 4 footnote; as-filed): Includes 163,334 restricted stock scheduled to vest as follows: 53,333 on 3/10/2026; 30,000 on 3/14/2026; 53,334 on 3/10/2027; 26,667 on 3/10/2028.
Insider selling pressure assessment: Reitz has meaningful scheduled vesting through 2028; sales depend on tax-withholding and personal decisions—no pledging allowed; no assertion of discretionary sales absent disclosure.
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement, term, renewal | Employment agreement effective Dec 22, 2015; auto-renews for successive one-year periods unless notice given. Title updated Dec 7, 2016 to President & CEO with salary increase. |
| Base salary (reference) | $959,000 (2024). |
| Annual bonus target | 130% of base salary (CEO). |
| Change-in-control (CIC) | If employment is terminated in connection with a CIC (voluntary or involuntary), entitled to “Termination Payments” (base salary through remainder of year plus next year; 100% of bonus for remainder of year plus next year; continued benefits; vesting of restricted stock; 401(k) match vest). Effectively requires termination but not limited to “for cause/good reason” (i.e., termination for any reason following CIC qualifies under Reitz’s contract). |
| Without cause/Good reason | If involuntarily terminated without cause or resigns for good reason, paid 100% of base salary for remainder of year plus next year; 100% of bonus for remainder plus next year; benefits continuation; vesting as noted. |
| Death/Disability | Lump-sum salary components and benefits continuation; full RSU vesting on death or qualifying disability. |
| Non-compete/Confidentiality | Perpetual confidentiality; three-year non-competition covenant. |
| Clawback | Compensation Recovery Policy adopted Dec 2023 (restatement-related recovery of incentive-based comp per NYSE rules). |
Potential payments as of 12/31/2024
| Scenario | Salary ($) | Bonus ($) | Benefits/Other ($) | Equity acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| CIC + termination | 959,000 | 1,246,700 | 29,904 (COBRA) | 1,253,923 PSUs; RSU acceleration N/A for Reitz per table | 3,489,527 |
| Involuntary w/o cause or Good reason | 959,000 | 1,246,700 | 29,904 (COBRA) | — (RSU acceleration N/A for Reitz per table) | 2,235,604 |
| Death | 479,500 | — | 29,904 (COBRA) | 1,131,669 RSUs | 1,641,073 |
| Disability | 1,918,000 | — | 59,808 (COBRA) | 1,131,669 RSUs | 3,109,477 |
| For cause (certain failure/refusal) | 479,500 | — | 14,952 (COBRA) | — | 494,452 |
Board Governance & Director Service
- Board service: Director since December 2017; CEO/Director dual-role managed via separate Chairman (Maurice M. Taylor Jr.) and independent committee structures. Reitz is not independent and the standing committees (Audit, Compensation, Nominating, Corporate Governance) are comprised solely of independent directors (i.e., Reitz does not sit on standing committees).
- Committee activity and meetings (2024): Board (5), Audit (5), Compensation (1), Nominating (1), Corporate Governance (1). Each director serving in 2024 attended ≥75% of Board and applicable committee meetings. Independent directors meet in executive session.
- Director compensation structure (non-employee directors): $90,000 cash retainer (electable as RSUs), ~$90,000 annual RSU grant; additional retainers for Chair and committee chairs; Reitz does not receive separate director compensation.
Related party transactions (governance process): In October 2024, Titan repurchased 8,005,000 shares for $57.6M from funds affiliated with director Mark H. Rachesky; transaction approved by Audit Committee and full Board with Rachesky recused; also approved by independent directors under bond indenture terms.
Compensation Structure Analysis (signals)
- Mix and pay-for-performance: 2024 bonus paid ≈60% of target; LTI includes multi-year service RSUs and a PSU program that paid out at 125% on multi-year Adjusted EBITDA outperformance (2021–2024), aligning realized pay with results.
- Shift in vehicles: 2024 awards used RSUs (lower volatility vs options), with vesting over 3 years; no option awards disclosed for Reitz in 2022–2024 outstanding awards.
- Clawback and anti-hedging/pledging: Shareholder-friendly controls in place; no pledging permitted.
- Benchmarking: Company reviews peers but does not peg compensation to a fixed percentile; 2024 base salary ~70th percentile; 2024 total compensation for CEO ~10th percentile of peers (Equilar data referenced).
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR value of $100 (Company/Peer) ($) | 139 / 119 | 305 / 154 | 424 / 155 | 412 / 217 | 189 / 276 |
| Net income (loss) ($000s) | (65,077) | 49,891 | 179,186 | 83,706 | (3,590) |
| Adjusted EBITDA ($000s) | 54,030 | 134,964 | 252,969 | 205,229 | 128,108 |
Context: 2024 included Carlstar acquisition integration and continued end-market downturn; Company prioritized balance sheet and returned $74M to shareholders via repurchases.
Equity Ownership & Director/Officer Concentration
- Reitz beneficial ownership: 494,617 shares (<1%).
- All directors and executive officers as a group: 15,979,671 shares (25.0%).
Compensation Peer Group (for context; no fixed benchmarking)
Alamo Group; Applied Industrial Technologies; Barnes Group; EnPro Industries; Materion; Commercial Vehicle Group; DXP Enterprises; Enerpac Tool Group; Federal Signal; Graco; ITT; Lindsay; Modine; Park-Ohio; Stoneridge; Valmont; Wabash; Watts Water; Chart Industries.
Say-on-Pay & Shareholder Engagement
Proposal #3 seeks approval of 2024 NEO compensation; Company continued direct outreach in 2024 (105 investor/stockholder engagements and 160 meetings/Roadshows). Historical say-on-pay vote percentages not disclosed in this proxy.
Investment Implications
- Alignment: Large multi-year equity exposure (RSUs/PSUs) and 2024 negative CAP driven by stock performance underscore alignment; clawback and no-pledging further reduce governance risk.
- Near-term flow/overhang: Disclosed vesting tranches through 2028 (163,334 shares) may create periodic withholding/sale activity; monitor Form 4s around March anniversaries.
- Retention risk vs cost: Employment terms provide substantial economics on involuntary separation and CIC-related termination (salary and target bonus for remainder of year plus next year; benefits; vesting), offering stability but creating potential event-driven costs.
- Ownership: Direct CEO ownership is modest (<1%), though group ownership is significant (25%); director independence on key committees and separated Chair/CEO mitigate dual-role concerns.
- Execution: 2021–2024 performance share max-out (125%) and Carlstar integration indicate operational execution, but 2024 net loss and lower Adjusted EBITDA highlight cyclicality; consider sensitivity to off-highway end-markets when interpreting incentive outcomes.