TITAN INTERNATIONAL INC (TWI)
Sector: Industrials
2026 Annual Meeting Analysis
TITAN INTERNATIONAL INC · Meeting: June 18, 2026
Directors FOR
0
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Cashin has served since 1994 and his tenure fully overlaps the period in which TWI's stock fell 18.1% over three years while the PSCI small-cap industrials benchmark rose 85.1% — a gap of more than 103 percentage points, far exceeding the 30-point trigger threshold; the five-year picture is equally poor (-26.2% for TWI), so no mitigating long-term track record applies.
Mr. Guinn joined in 2019 and his full tenure coincides with the period in which TWI's stock lost 18.1% while the PSCI benchmark gained 85.1%, a gap exceeding 103 percentage points well above the 30-point policy trigger; the five-year TSR is also deeply negative for TWI, providing no long-term mitigant.
Dr. Rachesky has served since 2014, giving him full exposure to the three-year period in which TWI fell 18.1% versus PSCI's gain of 85.1% — a 103-percentage-point gap that triggers a vote against; five-year performance is similarly poor, so the policy's long-term mitigant does not apply.
Mr. Reitz has served as a director since 2017 and as CEO since 2016, meaning his board tenure fully overlaps the three-year period in which TWI's stock declined 18.1% while the PSCI benchmark rose 85.1%, a gap of over 103 percentage points; the policy applies the same TSR trigger to executive directors independently of the Say on Pay determination, and the five-year record offers no mitigant.
Mr. Soave has been a director since 1994 and his tenure completely overlaps the three-year window in which TWI declined 18.1% against the PSCI benchmark's gain of 85.1%, a gap of more than 103 percentage points; five-year returns are also deeply negative for TWI, eliminating any long-term performance mitigant.
Mr. Taylor has been Chairman and a director since the company went public and his tenure fully overlaps the three-year period in which TWI's stock fell 18.1% while the PSCI small-cap industrials benchmark rose 85.1% — a 103-percentage-point gap well above the 30-point trigger; five-year returns remain deeply negative for TWI, so no long-term mitigant applies.
Ms. Thompson joined in 2021, more than 24 months ago, so she is not exempt from the TSR trigger; during her tenure TWI's stock declined 18.1% over three years versus a gain of 85.1% for the PSCI benchmark, a gap exceeding 103 percentage points; five-year performance is similarly poor, providing no long-term mitigant.
For Analysis
All seven director nominees are subject to a vote against under the policy's stock performance trigger. TWI's three-year stock return of -18.1% versus the PSCI small-cap industrials benchmark's gain of 85.1% produces a gap of -103.2 percentage points, far exceeding the 30-point threshold applicable when a company's absolute three-year return is negative. The five-year return of -26.2% is also deeply negative for TWI, so no long-term mitigant applies to any director. Every nominee has served long enough for their tenure to meaningfully overlap the underperformance period; no director qualifies for the 24-month new-director exemption.
Say on Pay
✓ FORCEO
Paul G. Reitz
Total Comp
$2,446,411
Prior Support
N/A
The CEO's total compensation of $2,446,411 is reported by the company to be at approximately the 10th percentile of its peer group, meaning it is meaningfully below the benchmark for a CEO of a $500M industrial manufacturer — not above it — so neither the aggregate nor individual pay-level threshold is triggered. While TWI's stock has significantly underperformed the PSCI benchmark, the pay-for-performance policy directs a 'No' vote only when variable pay is above benchmark and TSR underperforms; here, pay is below benchmark so the level check governs and no trigger fires. The company has a clawback policy adopted in December 2023 in compliance with NYSE requirements, and the pay mix includes meaningful variable components (annual cash bonus and equity awards representing the majority of total pay).
Auditor Ratification
✓ FORAuditor
BDO USA P.C.
Tenure
2 yrs
Audit Fees
$2,490,586
Non-Audit Fees
$44,762
BDO USA P.C. has served as Titan's auditor only since March 2024 — well under the 25-year tenure threshold — and non-audit fees (audit-related fees of $13,531 plus tax fees of $31,231, totaling $44,762) represent less than 2% of audit fees, comfortably below the 50% independence-concern threshold; BDO is a large national firm appropriate for a $500M-market-cap company, and no material restatements have been disclosed.
Overall Assessment
Titan International's 2026 annual meeting ballot contains three proposals: director elections, auditor ratification, and an advisory vote on executive pay. All seven director nominees receive a vote against due to severe stock underperformance — TWI's three-year return of -18.1% trails the PSCI small-cap industrials benchmark by over 103 percentage points, with no five-year mitigant available — while the auditor ratification and Say on Pay proposals both pass policy screens and receive a vote in favor.