TITAN INTERNATIONAL, INC. (NYSE:TWI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors (the “Board”) of Titan International, Inc. (the “Company” or “Titan”) has designated David Allen Martin, age 50, as the Company’s Senior Vice President and Chief Financial Officer effective June 14, 2018. In such capacity, Mr. Martin assumed the additional role of the Company’s principal financial officer. Mr. Martin will report directly to the Company’s President and Chief Executive Officer, Paul G. Reitz.
Prior to joining Titan, Mr. Martin served from 1993 to 2018 in various roles at Aegion Corporation, a global company with over $1.3 billion in annual revenue in 2017. Aegion Corporation is listed on the Nasdaq Global Select Market and is a technology/service provider maintaining, protecting and strengthening infrastructure, primarily pipelines. Mr. Martin's roles at Aegion Corporation included serving as the company's Chief Financial Officer from 2007 to November 2017. Mr. Martin holds a B.S. in Accounting from the University of Tennessee and is a Certified Public Accountant.
There are no arrangements or understandings between Mr. Martin and any other person to which he was named as the Senior Vice President and Chief Financial Officer. There are also no family relationships between Mr. Martin and any director or executive officer of the Company and he does not have any direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.
In connection with the appointment of Mr. Martin as the Company's Senior Vice President and Chief Financial Officer, Titan and Mr. Martin entered into an employment agreement, with an effective date of June 14, 2018. The agreement has a two year term and automatically renews for successive one-year renewal periods unless notice of nonrenewal is given in accordance with the provisions of the agreement. In connection with the execution of the agreement, Mr. Martin will receive 30,000 shares of restricted stock of Titan. During the term of the agreement, Mr. Martin will receive an annual base salary of $400,000, subject to adjustment in the discretion of the Board ("Base Salary"). In addition to annual base salary, Mr. Martin shall be eligible to receive a discretionary annual bonus subject to the terms of the bonus plan established by the Board (the “Annual Bonus”). As of the effective date of the agreement, Mr. Martin's target bonus opportunity was equal to 50% of Base Salary, based on the achievement of performance goals established by the Board. For the 2018 calendar year, Mr. Martin will be eligible for a prorated Annual Bonus. A copy of the employment agreement is included as Exhibit 10.
The description of the agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit 10 to this Form 8-K and is incorporated herein by reference.
As previously disclosed, on May 2, 2018, the Company's Board designated Amy S. Evans, the Company's Vice President and Chief Accounting Officer, as the Company's Interim Chief Financial Officer, principal financial officer and principal accounting officer. Ms. Evans will continue in her role as Vice President and Chief Accounting Officer and will continue as the Company's principal accounting officer.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
TITAN INTERNATIONAL INC ExhibitEX-10 2 exhibit10.htm EXHIBIT 10 Exhibit Exhibit 10EMPLOYMENT AGREEMENTTHIS EMPLOYMENT AGREEMENT (this “Agreement”),…To view the full exhibit click here
About TITAN INTERNATIONAL, INC. (NYSE:TWI)
Titan International, Inc. is a manufacturer of wheels, tires and undercarriage systems and components for off-highway vehicles used in the agricultural, earthmoving/construction and consumer segments. The Company operates through three segments: agricultural, earthmoving/construction and consumer. The Company’s agricultural market includes rims, wheels, tires and undercarriage systems and components manufactured for use on various agricultural and forestry equipment. The Company’s earthmoving/construction market includes rims, wheels, tires and undercarriage systems and components for various types of off-the-road (OTR) earthmoving, mining, military and construction equipment. The Company’s consumer market includes bias truck tires in Latin America and light truck tires in Russia, as well as products for all-terrain vehicles (ATVs).