TITAN INTERNATIONAL INC, DEF 14A filed on 4/24/2024
Proxy Statement (definitive)
v3.24.1.u1
Cover
 12 Months Ended
Dec. 31, 2023
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name TITAN INTERNATIONAL INC
Entity Central Index Key 0000899751
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]        
Pay vs Performance [Table Text Block]
YearSummary compensation table for PEO
($)		Compensation actually paid to PEO
($) (a)		Average summary compensation table for other NEOs
($) 		Average compensation actually paid to other NEOs
($) (b)		Value of initial fixed $100 investment made December 31, 2019 based on:Net income (loss)
(in thousands, $) (d)
Adjusted EBITDA
(in thousands, $) (e)
TSR
($)		TSR of peer group
($) (c)
20233,205,216 3,068,528 1,050,427 997,323 41221783,706 205,229 
20223,310,256 5,068,537 1,147,329 1,624,920 424 155 179,186 252,969 
20214,548,330 5,153,371 1,127,359 1,383,280 305 154 49,891 134,964 
20203,044,867 3,248,102 1,230,715 1,375,640 139 119 (65,077)54,030 
      
Company Selected Measure Name adjusted EBITDA      
Named Executive Officers, Footnote [Text Block] Compensation actually paid to the principal executive officer (the “PEO”) is adjusted based on: (1) addition of the amount of change in fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year, (2) addition of the amount of change in fair value as of the end of the covered fiscal year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year and (3) addition of the amount of change in fair value from the end of the prior fiscal year to the vesting date for awards granted in prior years that vest in the covered fiscal year. Mr. Reitz is the PEO for the years ended December 31, 2023, 2022, 2021 and 2020. For our NEOs other than our principal executive officer, the compensation reported is an average. Messrs. Martin, Troyanovich and Eheli are the other NEOs for the years ended December 31, 2023, 2022, and 2021. Messrs. Martin and Troyanovich are the other NEOs for the year ended December 31, 2020.      
Peer Group Issuers, Footnote [Text Block] The peer group used for calculating Peer Group Total Shareholder Return is the same peer group used by the company for reviewing its compensation practices.      
PEO Total Compensation Amount $ 3,205,216 $ 3,310,256 $ 4,548,330 $ 3,044,867
PEO Actually Paid Compensation Amount $ 3,068,528 5,068,537 5,153,371 3,248,102
Adjustment To PEO Compensation, Footnote [Text Block]
YearSummary compensation
($)		Change in Fair Value of Outstanding and Unvested Equity Awards Granted in the Current Year
($)
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years
($)
Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year
($)
Compensation actually paid
($)
PEO
20233,205,216 302,400 (134,570)(304,518)3,068,528 
20223,310,256 245,600 1,297,131 215,550 5,068,537 
20214,548,330 163,105 278,135 163,801 5,153,371 
20203,044,867 224,700 31,501 (52,966)3,248,102 
Average Other NEOs
20231,050,427 112,000 (29,244)(135,860)997,323 
20221,147,329 112,566 269,843 95,182 1,624,920 
20211,127,359 63,210 125,822 66,889 1,383,280 
20201,230,715 152,475 13,500 (21,050)1,375,640 
      
Non-PEO NEO Average Total Compensation Amount $ 1,050,427 1,147,329 1,127,359 1,230,715
Non-PEO NEO Average Compensation Actually Paid Amount $ 997,323 1,624,920 1,383,280 1,375,640
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
YearSummary compensation
($)		Change in Fair Value of Outstanding and Unvested Equity Awards Granted in the Current Year
($)
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years
($)
Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year
($)
Compensation actually paid
($)
PEO
20233,205,216 302,400 (134,570)(304,518)3,068,528 
20223,310,256 245,600 1,297,131 215,550 5,068,537 
20214,548,330 163,105 278,135 163,801 5,153,371 
20203,044,867 224,700 31,501 (52,966)3,248,102 
Average Other NEOs
20231,050,427 112,000 (29,244)(135,860)997,323 
20221,147,329 112,566 269,843 95,182 1,624,920 
20211,127,359 63,210 125,822 66,889 1,383,280 
20201,230,715 152,475 13,500 (21,050)1,375,640 
      
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
The graphs below reflect the relationship between the compensation actually paid to our PEO, the average of the compensation actually paid to our remaining NEOs and the Company and the peer group’s cumulative indexed Total Shareholder Return, or TSR, (assuming an initial fixed investment of $100) for the years ended December 31, 2023, 2022, 2021 and 2020:

Paid v TSR 2023.jpg
      
Compensation Actually Paid vs. Net Income [Text Block]
The following graph compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs with net income.

Paid v NI 2023.jpg
      
Compensation Actually Paid vs. Company Selected Measure [Text Block]
The following graph compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs with adjusted EBITDA. The Company has chosen adjusted EBITDA as its sole measure used in linking compensation to financial performance.

Paid v AEBITDA 2023.jpg
      
Tabular List [Table Text Block]
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023 to Company performance. The measures in this table are not ranked.
AEBITDA
Cash Flow
Working Capital Management
      
Total Shareholder Return Amount $ 412 424 305 139
Peer Group Total Shareholder Return Amount 217 155 154 119
Net Income (Loss) $ 83,706,000 $ 179,186,000 $ 49,891,000 $ (65,077,000)
Company Selected Measure Amount 205,229,000 252,969,000 134,964,000 54,030,000
PEO Name Mr. Reitz      
Additional 402(v) Disclosure [Text Block] (d) The compensation committee does not utilize net income as a metric in setting the PEO and other NEOs incentive compensation because net income includes certain items that the Compensation Committee believes are not reflective of operational performance of the business. The Compensation Committee instead utilizes adjusted EBITDA, as it views that metric as more reflective of the operational performance of the business.      
Measure [Axis]: 1        
Pay vs Performance Disclosure [Table]        
Measure Name AEBITDA      
Non-GAAP Measure Description [Text Block] Reconciliations of net income (loss) to adjusted EBITDA, non-GAAP financial measures, for the years ended December 31, 2023, 2022, 2021 and 2020 are included in Appendix A filed herewith.      
Measure [Axis]: 2        
Pay vs Performance Disclosure [Table]        
Measure Name Cash Flow      
Measure [Axis]: 3        
Pay vs Performance Disclosure [Table]        
Measure Name Working Capital Management      
PEO [Member] | Equity Awards Granted During The Year, Unvested [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ 302,400 $ 245,600 $ 163,105 $ 224,700
PEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (134,570) 1,297,131 278,135 31,501
PEO [Member] | Equity Awards Granted During the Year, Vested [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (304,518) 215,550 163,801 (52,966)
Non-PEO NEO [Member] | Equity Awards Granted During The Year, Unvested [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 112,000 112,566 63,210 152,475
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (29,244) 269,843 125,822 13,500
Non-PEO NEO [Member] | Equity Awards Granted During the Year, Vested [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ (135,860) $ 95,182 $ 66,889 $ (21,050)