UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Titan International, Inc.

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Titan International, Inc.

2701 Spruce Street Quincy, Illinois 62301

______________________ ______________________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Meeting Date: June ~~12, 2019~~11, 2020

To Titan Stockholders:

The Annual Meeting of Stockholders (the Annual Meeting) of Titan International, Inc., a Delaware corporation (Titan or the Company), is to be held on ~~Wednesday,~~Thursday, June ~~12, 2019,~~11, 2020, at 10:00 a.m. Central Daylight Time, at Titan Tire Corporation, 2345 East Market Street, Des Moines, IA ~~50317,~~50317*, to consider and act upon the following matters:


1)	Election of Richard M. Cashin Jr., Gary L. Cowger, ~~Albert J. Febbo, Peter B. McNitt,~~Max A. Guinn, Mark H. Rachesky, MD, Paul G. Reitz, Anthony L. Soave, and Maurice M. Taylor Jr. as directors to serve for one-year terms and until their successors are elected and qualified;


2)	Ratification of the selection of Grant Thornton LLP by the Board of Directors as the independent registered public accounting firm to audit the Company's financial statements for the year ending December 31, ~~2019;~~2020;


3)	Approval, in a non-binding advisory vote, of the 2019 compensation paid to the Company's named executive officers;


4)	~~Stockholder proposal regarding a sale, merger, or other disposition of the Company;~~ and

To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Titan's Board of Directors has fixed the close of business on April ~~15, 2019,~~14, 2020, as the "record date." Only those stockholders whose names appear as holders of record of Titan common stock at the Company's close of business on April ~~15, 2019,~~14, 2020, are entitled to receive notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. A copy of Titan's Annual Report, including Form 10-K, for the year ended December 31, ~~2018,~~2019, is being made available concurrently with this Proxy Statement to all stockholders entitled to notice of and to vote at the Annual Meeting.

Every stockholder's vote is important. All stockholders are encouraged to attend the Annual Meeting in ~~person~~person* or by proxy. Stockholders can help the Company avoid unnecessary costs and delay by voting your shares as soon as possible. In addition to voting in person, stockholders of record may vote over the internet or by telephone, following the instructions in the Notice of Internet Availability of Proxy Materials (the Notice) that you received in the mail and this Proxy Statement, or, if you requested to receive printed proxy materials by mail, by completing, signing, dating and promptly returning your proxy card in the return envelope, which requires no postage if mailed in the United States. If you vote by telephone or Internet, you do not need to mail back a proxy card. Please review the instructions on each of your voting options described in this Proxy Statement, as well as in the Notice you received in the mail. Please note that if your shares are held by a broker or other intermediary and you wish to vote at the Annual Meeting, you must obtain a legal proxy from that record holder. The presence, in person or by properly executed proxy, of the majority of common stock outstanding on the record date is necessary to constitute a quorum for the transaction of business at the Annual Meeting.

Meeting Attendance: Please note that if you are attending the Annual Meeting in ~~person,~~person*, proof of Titan common stock ownership as of the record date must be presented, in addition to valid photo identification.



		By Order of the Board of Directors,

		/s/ MICHAEL G. TROYANOVICH
Quincy, Illinois		Michael G. Troyanovich
April ~~26, 2019~~28, 2020		Secretary and General Counsel

* We currently intend to hold the Annual Meeting in person. The health and well-being of our various stakeholders is our top priority. Accordingly, as part of our precautions regarding the coronavirus (or COVID-19) outbreak, we are monitoring the situation regarding COVID-19 and are preparing for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance and make details on how to participate in the Annual Meeting available at https://ir.titan-intl.com/home/default.aspx. Please monitor the website for updated information. As always, we encourage you to vote your shares prior to the Annual Meeting.

TABLE OF CONTENTS



Notice of Annual Meeting of Stockholders	Cover
General Matters	1
Voting Procedures	1
Proposal #1 - Election of Directors	5
Proposal #2 - Ratification of Independent Registered Public Accounting Firm of Grant Thornton LLP	8
Proposal #3 - Approval, in a Non-Binding Advisory Vote, of the 2019 Compensation Paid to Named Executive Officers	9
~~Proposal #4 - Stockholder Proposal Regarding a Sale, Merger, or Other Disposition of the Company~~	10
Other Business	1210
Audit and Other Fees	1311
Audit Committee Report	1412
Compensation of Directors	1513
Committees of the Board of Directors; Meetings	1615
Board Leadership Structure	1817
Director Nomination Process	19
Compensation Discussion and Analysis	20
Executive Officers	25
Compensation of Executive Officers	26
Compensation Committee Interlocks and Insider Participation	3029
Compensation Committee Report	3029
Corporate Governance	3130
Security Ownership of Certain Beneficial Owners and Management	32
~~Section 16(a) Beneficial Ownership Reporting Compliance~~	3431
Certain Relationships and Related Party Transactions	3433
Stockholder Proposals	3433
Householding Information	3534
Cost of Proxy Solicitation	3534

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TITAN INTERNATIONAL, INC.

Meeting Date: June ~~12, 2019~~11, 2020

GENERAL MATTERS

This Proxy Statement is being furnished to the stockholders of Titan International, Inc. (Titan or the Company) in connection with the solicitation of proxies by the Board of Directors of the Company (the Board of Directors) for use at the Annual Meeting of Stockholders (the Annual Meeting) to be held on June ~~12, 2019,~~11, 2020, at the time and place and for the purposes set forth in the accompanying Notice of Annual Meeting, and at any adjournment or postponement of that meeting. The Company is commencing mailing of the Notice of Internet Availability of Proxy Materials (the Notice), in lieu of a paper copy of this Proxy Statement, to its stockholders on or about April ~~26, 2019.~~28, 2020. In accordance with rules adopted by the Securities and Exchange Commission (the SEC), the Company may furnish proxy materials, including this Proxy Statement and its Annual Report, to its stockholders by providing access to such documents on the Internet instead of mailing printed copies. The Company has elected to provide its stockholders access to the Company’s proxy materials over the Internet; accordingly, most stockholders will not receive printed copies of these proxy materials unless they request them. Instead, the Notice, which was previously mailed to the Company’s stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy, including by telephone or over the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. Although the Company's Annual Report to Stockholders, including Form 10-K, for the year ended December 31, ~~2018,~~2019, has been made available to Titan stockholders in connection with the solicitation of proxies by the Board of Directors, it is not incorporated by reference into this Proxy Statement and shall not be deemed to be proxy soliciting material. In this Proxy Statement, unless the context requires otherwise, references to “we,” “our,” or “us” refer to Titan.

VOTING PROCEDURES

Qualifications to Vote

Only holders of shares of common stock of the Company (Common Stock) at the close of business on April ~~15, 2019~~14, 2020 (the Record Date) will be entitled to receive notice of, and vote at, the Annual Meeting or any adjournment or postponement thereof. Shares of Common Stock held on the Record Date include shares that are held directly in the name of a holder of Common Stock (the Common Stockholders) as the registered stockholder of record on the Record Date and those shares of which the Common Stockholder is the beneficial owner on the Record Date and which are held through a broker, bank, or other institution, as nominee, on the Common Stockholder’s behalf (sometimes referred to as being held in “street name”), that is considered the stockholder of record of those shares.

Shares Entitled to Vote

On the Record Date, there were ~~60,000,370~~60,602,294 shares of Common Stock outstanding, and there were no other outstanding classes of stock that will be entitled to vote at the Annual Meeting.

Votes per Share

Common Stockholders are entitled to one vote per share of Common Stock they held of record on the Record Date on each matter that may properly come before the Annual Meeting.

Proposals Requiring Vote; Board Recommendation

Common Stockholders are being asked to consider and vote upon the following matters:

Proposal #1: Election of Richard M. Cashin Jr., Gary L. Cowger, ~~Albert J. Febbo, Peter B. McNitt,~~Max A. Guinn, Mark H. Rachesky, MD, Paul G. Reitz, Anthony L. Soave, and Maurice M. Taylor Jr., as directors to serve for one-year terms and until their successors are elected and qualified;

Proposal #2: Ratification of the selection of Grant Thornton LLP by the Board of Directors as the independent registered public accounting firm to audit the Company's financial statements for the year ending December 31, ~~2018;~~2020;

Proposal #3: Approval, in a non-binding advisory vote, of the 2019 compensation paid to the Company's named executive officers;

~~Proposal #4: Stockholder Proposal Regarding a Sale, Merger, or Other Disposition of the Company;~~

and such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. The Board of Directors unanimously recommends that you vote FOR each of the nominees named in Proposal #1 and FOR each of Proposals ~~#1,~~ #2 and ~~#3 and AGAINST Proposal #4.~~

#3.

Time and Place; ~~Directions~~Directions; Attending the Annual Meeting

The Annual Meeting of Stockholders of Titan will be held on ~~Wednesday,~~Thursday, June ~~12, 2019,~~11, 2020, at 10:00 a.m. Central Daylight Time, at Titan Tire Corporation, 2345 East Market Street, Des Moines, IA 50317. You may call Titan Tire Corporation at (515) 265-9404 for directions to the location of the Annual Meeting.

~~Attendance for Annual Meeting~~

Please note that if you are attending the Annual Meeting in person, proof of Common Stock ownership as of the Record Date must be presented, in addition to valid photo identification. As part of our precautions regarding the coronavirus (or COVID-19) outbreak, the Company is monitoring the situation regarding COVID-19 and is preparing for the possibility that the Annual Meeting may be held solely by means of remote communication. If the Company takes this step, an announcement will be made in advance by the Company of its decision to do so, and the Company will make details on how to participate in the Annual Meeting available at https://ir.titan-intl.com/home/default.aspx. Common Stockholders are encouraged to monitor the website for updated information.

Voting by Stockholders of Record; Submitting Your Proxy

Common Stockholders are asked to vote their shares as promptly as possible. Common Stockholders of record on the Record Date are entitled to cast their votes in person at the Annual Meeting, by telephone or over the Internet, as described in the instructions in the Notice and these materials. If you requested to receive printed proxy materials by mail, you may also vote by completing, signing, dating and promptly returning your proxy card in the return envelope according to the instructions on the proxy card. If you submit your vote by telephone or Internet, you do not need to mail back a proxy card.

All shares of Common Stock represented at the Annual Meeting by properly executed proxies received prior to or at the Annual Meeting and not properly revoked will be voted at the Annual Meeting in accordance with the instructions indicated in the proxy. If no instructions are indicated, such proxies will be voted FOR each of the nominees named in Proposal #1 and FOR each of Proposals ~~#1,~~ #2 and #3 ~~AGAINST Proposal #4,~~ and persons designated as proxies will vote with their best judgment on such other business as may properly come before the Annual Meeting. The Board of Directors does not know of any matters that will come before the Annual Meeting other than those described in the Notice of Annual Meeting attached to this Proxy Statement.

Voting by Beneficial Owners of Common Stock

If your shares are held in “street name,” your broker or other institution serving as nominee will send you a request for directions for voting those shares. Many brokers, banks, and other institutions serving as nominees (but not all) participate in a program that offers internet voting options and may provide you with a Notice of Internet Availability of Proxy Materials. Follow the instructions on the Notice of Internet Availability of Proxy Materials to access our proxy materials online or to request a paper or email copy of our proxy materials. If you received these proxy materials in paper form, the materials included a voting instruction card so you can instruct your broker or other nominee how to vote your shares. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a legal proxy from the organization that holds your shares giving you the right to vote your shares at the Annual Meeting.

For a discussion of rules regarding the voting of shares held by beneficial owners when you do not give voting instructions to your broker, please see “Broker Non-Votes” below.

Broker Non-Votes

Under the rules of the New York Stock Exchange (NYSE), member brokers that hold shares in “street name” for their customers that are the beneficial owners of those shares only have the authority to vote on certain “routine” items in the event that they have not received instructions from beneficial owners. Under NYSE rules, when a proposal is not a “routine” matter and a member broker has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm may not vote the shares on that proposal because it does not have discretionary authority to vote those shares on that matter. A “broker non-vote” is submitted when a broker returns a proxy card and indicates that, with respect to particular matters, it is not voting a specified number of shares on those matters, as it has not received voting instructions with respect to those shares from the beneficial owner and does not have discretionary authority to vote those shares on such matters. The shares of Common Stock as to which “broker non-votes” are submitted are not entitled to vote at the Annual Meeting with respect to the matters to which the “broker non-votes” apply. However, such shares will be included for purposes of determining whether a quorum is present at the Annual Meeting.

Quorum for Annual Meeting

There must be a quorum for the Annual Meeting to be held. The presence, in person or by properly executed proxy, of Common Stockholders holding a majority of the Common Stock outstanding on the Record Date is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non-votes” are counted as present in determining whether or not there is a quorum. If a quorum is not present at the time the Annual Meeting is convened, Common Stockholders representing a majority of the shares of Common Stock present, in person or represented by properly executed proxy, may adjourn the Annual Meeting.

Vote Required to Approve Proposals

Proposal #1: Election of each of Mr. Cashin, Mr. Cowger, Mr. ~~Febbo, Mr. McNitt,~~Guinn, Dr. Rachesky, Mr. Reitz, Mr. Soave and Mr. Taylor as directors requires the affirmative vote of Common Stockholders holding a majority of the shares of Common Stock present in person or represented by proxy at the Annual Meeting.

Proposal #2: Ratification of the selection of the independent registered public accounting firm of Grant Thornton LLP requires the affirmative vote of the Common Stockholders holding a majority of the shares of Common Stock present in person or represented by proxy at the Annual Meeting.

Proposal #3:

Approval, ~~of the~~in a non-binding advisory vote, onof the 2019 executive compensation requires the affirmative vote of the Common Stockholders holding a majority of the shares of Common Stock present in person or represented by proxy at the Annual Meeting. Although the advisory vote on 2019 compensation paid to ~~our~~the Company's named executive officers is non-binding, the Board of Directors will review the result of the vote and will take it into account in making a determination concerning executive compensation in the future.

~~Proposal #4:~~

Approval of the non-binding advisory vote on the stockholder proposal regarding a sale, merger or other disposition of the Company requires the affirmative vote of the Common Stockholders holding a majority of the shares of Common Stock present in person or represented by proxy at the Annual Meeting. The shareholder proposal is required to be voted upon at the Annual Meeting only if properly presented at the Annual Meeting.

Abstentions are counted in the number of shares present in person or represented by proxy for purposes of determining whether a proposal has been approved and, as a result, are equivalent to votes against Proposal #2 ~~Proposal #3,~~ and Proposal ~~#4.~~#3. There will be no abstentions on Proposal #1. Brokers that do not receive instructions with respect to Proposal #1 and Proposal #3 ~~or Proposal #4~~ from their customers will not be entitled to vote on that proposal as each of such proposals is considered a “non-routine” matter; any such broker non-votes will not have any impact on the outcome of Proposal #1 and Proposal ~~#3 or Proposal #4.~~#3. However, such shares representing the broker non-votes will be treated as shares present for purposes of determining whether a quorum is present. Because Proposal #2 is considered a “routine” matter, brokers have discretionary authority to vote on Proposal #2 in the absence of timely instructions from their customers. As a result, there will be no broker non-votes with respect to Proposal #2.

Revoking a Proxy

Any proxy given pursuant to this solicitation may be revoked at any time before it is voted. Common Stockholders may revoke a proxy at any time prior to its exercise by filing with the Secretary of the Company a duly executed revocation (which must be received before the start of the Annual Meeting), submitting a new proxy bearing a later date by following the instructions provided in the Notice or the proxy card (which must be received before the start of the Annual Meeting) or voting in person by written ballot at the Annual Meeting. Attendance at the Annual Meeting will not of itself constitute revocation of a proxy. Any written notice revoking a proxy should be sent to: Michael G. Troyanovich, Secretary and General Counsel of Titan International, Inc., 2701 Spruce Street, Quincy, Illinois 62301. If you are a beneficial owner, you may revoke your proxy and change your vote at any time before the Annual Meeting by: (i) submitting new voting instructions to your broker or other intermediary; or (ii) if you have obtained a legal proxy from your broker or other intermediary, by attending the Annual Meeting and voting in person by written ballot.

Company's Transfer Agent

Computershare Trust Company, N.A.

Mailing address: Physical address:

P.O. Box 505000 462 South 4th Street, Suite 1600

Louisville, KY 40233 Louisville, KY 40202

Stockholder Information: (877) 237-6882 Agent website: www.computershare.com/investor

Common Stock Data

The Common Stock is listed and traded on the New York Stock Exchange under the symbol TWI.

Vote Tabulation

Broadridge Investor Communication Services will be responsible for determining whether or not a quorum is present and tabulate votes cast by proxy or in person at the Annual Meeting.

Voting Results

Titan will announce preliminary voting results at the Annual Meeting and publish final results by filing a Current Report on Form 8-K with the SEC.

Please Vote

Every stockholder's vote is important. Whether or not you intend to be present at the Annual Meeting, please vote your shares as promptly as possible in accordance with the instructions in the Notice and these materials. Common Stockholders of record on the record date are entitled to cast their votes in person at the Annual Meeting, by telephone or over the Internet, as described in the instructions in the Notice and these materials. If you requested to receive printed proxy materials by mail, you may also vote by completing, signing, dating and promptly returning your proxy card in the return envelope provided to you, which requires no postage if mailed in the United States.

Proxy Notice

Important Notice Regarding the Availability of Proxy Materials for Annual Meeting of Stockholders to be held on June ~~12, 2019.~~11, 2020.

The Notice of Internet Availability of Proxy Materials, the Proxy Statement and the Company's Annual Report to Stockholders, including Form 10-K, for the year ended December 31, ~~2018,~~2019, are available at the Company's website, www.titan-intl.investorroom.com/sec-filings, and at www.proxyvote.com.

PROPOSAL #1 - Election of Directors

The Board of Directors recommends that stockholders vote FOR the election of each of Richard M. Cashin Jr., Gary L. Cowger, ~~Albert J. Febbo, Peter B. McNitt,~~Max A. Guinn, Mark H. Rachesky, MD, Paul G. Reitz, Anthony L. Soave, and Maurice M. Taylor Jr. as Directors to serve until the ~~2020~~2021 Annual Meeting.

The Board of Directors currently consists of eight directors with each of the directors elected annually to serve until the next annual meeting of stockholders, and until such director's successor is elected and qualified. As previously disclosed and discussed further below, however, Albert J. Febbo notified the Board of Directors of his decision to retire from the Board of Directors and not to stand for re-election at the Annual Meeting. The Board of Directors has determined that, with the exception of the Chairman of the Board (Mr. Taylor) and Paul G. Reitz, each of Richard M. Cashin Jr., Gary L. Cowger, Albert J. Febbo, ~~Peter B. McNitt,~~Max A. Guinn, Mark H. Rachesky, MD, and Anthony L. Soave meets the independence requirements for directors set forth in the NYSE listing standards.

The Nominating Committee of the Board of Directors (the Nominating Committee) recommended to the Board of Directors the nomination of, and the Board of Directors is nominating, each of Richard M. Cashin Jr., Gary L. Cowger, ~~Albert J. Febbo, Peter B. McNitt,~~Max A. Guinn, Mark H. Rachesky, MD, Paul G. Reitz, Anthony L. Soave, and Maurice M. Taylor Jr. at the Annual Meeting for election as a director to serve until the ~~2020~~2021 Annual Meeting of Stockholders and until his successor is elected and qualified. Each of the nominees is currently a director serving on the Board of Directors and has consented to serve as a director if elected. Albert J. Febbo notified the Board of Directors of his retirement from the Board of Directors and is not standing for re-election to the Board of Directors at the Annual Meeting. Mr. Febbo is a valuable, long-term Board member serving even before Titan first became a public company in 1993. During his thirty years of total service, he provided significant contributions and insights to the Board and the Company throughout his tenure. In connection with Mr. Febbo's departure, the Board of Directors reduced the size of the Board of Directors to seven directors, effective following the Annual Meeting.

In the unexpected event that any nominee for director becomes unable or declines to serve before the Annual Meeting, it is intended that shares represented by proxies ~~which~~that are properly submitted will be voted for such substitute nominee as may be appointed by the Company's existing Board of Directors, as recommended by the Nominating Committee. The following is a brief description of the business experience of each of the nominees for at least the past five years.

Nominees

Richard M. Cashin Jr.

Richard (Dick) Cashin is President of OEP Capital Advisors LP (OEP), which manages $5 billion of investments and commitments on behalf of over 50100 individual and institutional investors. OEP is an independent investment advisor, the former private equity investment arm of JP Morgan Chase (JPM), having completed a spin-out from JPM in January 2015. OEP and its predecessors have invested nearly $12 billion in over 80 investments.

During his fourteen-year tenure with JPM, Mr. Cashin was the Managing Partner of OEP. Prior to that, Mr. Cashin was Managing Partner of Cashin Capital Partners (April 2000-April 2001) and President of Citigroup Venture Capital, Ltd. (1980-2000, became President in 1994). ~~Dick~~Mr. Cashin serves on the Board of Tenax Aerospace. He is a Trustee of the American University in Cairo, Boys Club of New York, Brooklyn Museum, Central Park Conservancy, Jazz at Lincoln Center, National Rowing Foundation, and Newport Festivals Foundation. He is active in inner-city educational initiatives, Harvard fundraising and has served as Co-Chairman of his Harvard class for over 40 years.

Mr. Cashin, who is 6667 years old, became a director of the Company in 1994. Mr. Cashin possesses particular knowledge and experience in finance, strategic planning, acquisitions and leadership of organizations that enhances the Board of Directors' overall qualifications. Mr. Cashin's experience with large mergers and acquisitions especially contributes to Titan's overall long-range plan.

Gary L. Cowger

Mr. Cowger ishas served as the chairman and CEO of GLC Ventures, LLC, a management consultancy on business, manufacturing and technology strategy, and global organizational structures and ~~implementation.~~implementation since 2009. He serves on the board of directors of Delphi Technologies PLC, College for Creative Studies, and Kettering University (formerly known as General Motors Institute), where he was a past Chairman. Mr. Cowger has served as a board member of Tecumseh Products, Saturn Corporation, OnStar, Saab, Adam Opel, AG, GM of Canada, NUMMI, GMAC, and Delphi Automotive. He has also served on the board of the United Negro College Fund, the MIT North America Executive Board, the board of the Detroit Symphony, the governing board for the Leaders for Manufacturing at MIT, and the board of Focus Hope, and was the Co-Chair of the Martin Luther King Memorial Foundation Executive Leadership Cabinet with the Honorable Andrew Young. Mr. Cowger enjoyed a long-term career with General Motors from 1965 until his retirement in December 2009. He held senior positions at General Motors including President

and Managing Director of GM de Mexico (1994-1997), Chairman of Adam Opel, AG (1998), Group Vice President of Manufacturing and Labor Relations (1999-2001), and President of GM North America (2001-2005). Mr. Cowger, who is 7273 years old, became a director of the Company in January 2014. Mr. Cowger's global manufacturing background provides an informed perspective to the Company's global operations.

Max A. Guinn

~~Albert J. Febbo~~

Mr. ~~Febbo retired~~Guinn served in various roles with Deere & Company for 38 years, from ~~General Electric (GE)~~1980 through his retirement in ~~1999 after 30 years with 18 years~~November 2018. Mr. Guinn served as President of the Worldwide Construction & Forestry Division of Deere & Company from October 2014 through his retirement and as Senior Vice President, Human Resources, Communications, Public Affairs, and Labor Relations from 2012 to 2014. Prior to 2012, he held positions of increasing responsibility in ~~sales~~quality services, supply management, and ~~marketing leadership roles~~manufacturing in ~~GE's U.S.~~the agricultural, construction and ~~European plastics business and 12 years~~forestry businesses. From 2014 to 2018, Mr. Guinn also served as a ~~corporate officer leading~~Director of John Deere Capital Corporation, which provides and administers financing for retail purchases of new equipment manufactured by John Deere’s agriculture and turf and construction and forestry operations and used equipment taken in trade for this equipment. Mr. Guinn received a BS degree in Mechanical Engineering from the ~~GE automotive~~University of Missouri-Rolla (now Missouri University of Science & Technology) and ~~corporate marketing teams. He is~~an MBA from the ~~founder~~University of ~~and is a partner in BOOMVOTE.COM, a social networking internet business.~~Dubuque. Mr. ~~Febbo,~~Guinn, who is 7961 years old, became a director of the Company in ~~1993. He is on the Advisory Board of Titan's independent audit firm, Grant Thornton LLP.~~June 2019. Mr. ~~Febbo possesses particular knowledge~~Guinn's global manufacturing background and experience in sales, distribution, marketing, and leadership in global organizations that enhances the Board of Directors' overall qualifications. Mr. Febbo's tenure at such a large and complex organization as GE affords him valuable perspective as Titan expands and changes. Mr. Febbo's marketing experience in the plastics and automotive industries provides a valuable contribution tobring unique insights into the Company's ~~long-range planning.~~

~~Peter B. McNitt~~

Mr. McNitt retired as the Vice Chair of BMO Harris Bank in 2018, a position he had held since 2006. As part of BMO Harris Bank’s executive leadership team, he had a wide range of responsibilities focusing the organization on delivering the full breadth of wealth, commercial, and investment banking capabilities to the bank's customers. He had direct responsibility for strategic initiatives that both strengthen BMO Harris' capabilities around customer focus and development and expand the bank's market visibility and presence. Prior to becoming Vice Chair, Mr. McNitt led BMO Harris' U.S. Corporate Banking as Executive Vice President and U.S. Investment Banking as Executive Managing Director. He is on the Board of Directors of each of Hub Group, Inc., Old Republic International Corporation, and Youth Guidance, is the past Chair and current Member of the Board of Managers for the YMCA of Metropolitan Chicago, and serves on the Board of Trustees of WTTW. Mr. McNitt also served on the Board of Directors of the Chicagoland Chamber of Commerce through 2015. Mr. McNitt, who is 64 years old, became a director of the Company in 2013. Mr. McNitt has a good working knowledge of the Company's business and history through his involvement with banking activity with Titan in the past. Mr. McNitt adds a great deal of financial expertise to Titan's Board. Mr. McNitt has 40 years of experience as an executive in the banking industry, during which time he has regularly analyzed financial statements and dealt with audit statements and audit functions.global operations.

Mark H. Rachesky, MD

Dr. Rachesky is the Founder and Chief Investment Officer of MHR Fund Management LLC, a New York-based investment firm that takes a private equity approach to ~~investing.~~investing that was founded in 1996. MHR manages approximately $5 billion of capital and has holdings in public and private companies in a variety of industries. Dr. Rachesky is Chairman of the Board of Directors of Lions Gate Entertainment Corp., Loral Space & Communications Inc., and Telesat Canada, and serves on the Board of Directors of Emisphere Technologies, Inc. and Navistar International Corporation. He has also previously served as a director of Leap Wireless International, Inc. Dr. Rachesky holds an MBA from the Stanford University School of Business, an MD from the Stanford University School of Medicine and a BA in Molecular Aspects of Cancer from the University of Pennsylvania. Dr. Rachesky, who is 6061 years old, became a director of the Company in June ~~2015.~~2014. Dr. Rachesky has demonstrated leadership skills as well as extensive financial expertise and broad-based business knowledge and relationships. In addition, Dr. Rachesky has significant expertise and perspective as a member of the board of directors of private and public companies engaged in a wide range of businesses.

Paul G. Reitz

Mr. Reitz joined the Company in 2010 as Chief Financial Officer, became President in February 2014, and was named Chief Executive Officer (CEO) effective in January 2017. Prior to joining Titan, he was the Chief Accounting Officer for Carmike Cinemas based in Columbus, Georgia. He has also held leadership positions with McLeodUSA Publishing, Yellow Book USA Inc., and Deloitte and Touche LLP. He has a Master's of Business Administration Degree from the University of Iowa and a Bachelor of Business Administration Degree from Northwood University. He is on the Board of Directors of Wheels India Limited and Culver-Stockton College. Mr. Reitz, who is 4647 years old, was appointed to the Board of Directors in December 2017. Mr. Reitz has held leadership roles on both the financial and operational sides of Titan. This experience has provided Mr. Reitz with an extensive knowledge of the opportunities available to and challenges involved in Titan's business.

Anthony L. Soave

Mr. Soave is President, Chief Executive Officer and founder of Soave Enterprises LLC, a privately held, Detroit-headquartered company comprised of numerous holdings in the real estate development, environmental and industrial services, metals recycling, agriculture, and automotive retailing industries, among others. Mr. Soave has held this position since 1998. From 1974 to 1998, he served as President and Chief Executive Officer of Detroit-based City Management Corporation, which he founded. Mr. Soave, who is 7980 years old, became a director of the Company in 1994. Mr. Soave possesses particular knowledge and experience in sales, distribution, and leadership in diversified businesses that enhances the Board of Directors' overall qualifications. Mr. Soave's experiences in building businesses from the ground up contribute to the dynamic of Titan's entrepreneurial spirit. Mr. Soave's operational and distribution background further assist with the Company's direction.

Maurice M. Taylor Jr.

Mr. Taylor is Chairman of the Company's Board of Directors. Mr. Taylor retired as Chief Executive Officer of the Company in December 2016, a position that he held since 1990. Mr. Taylor has served as a director of Titan International, Inc. since 1990, when Titan was acquired in a leveraged buyout by Mr. Taylor and other investors. Mr. Taylor, who owned 53% of Titan at the time, took the Company public in 1992 on NASDAQ and, in 1993, moved Titan to the NYSE. Mr. Taylor, who is 7475 years old,

has been in the manufacturing business for more than 50 years and has a bachelor's degree in engineering. He is also a journeyman tool and die maker as well as a certified welder. Mr. Taylor's work experiences provide in-depth knowledge and experience in sales, manufacturing, engineering, and innovation that enhances the Board of Directors' overall qualifications. Mr. Taylor's extensive background with the Company has given him a breadth of insight into Titan's markets and the requirements of end users. With Mr. Taylor's knowledge and a management style that constantly re-evaluates short-term goals, Titan is able to adapt quickly to changing conditions. Mr. Taylor picked up the nickname of "The Grizz," so the mascot of Titan International is a version of a friendly Grizz bear. In 1996, Mr. Taylor ran as a Republican candidate for President of the United States, campaigning to bring sound fiscal management and business know-how to Washington.

PROPOSAL #2 - Ratification of Independent Registered Public Accounting Firm of

Grant Thornton LLP

The Board of Directors recommends that stockholders vote FOR the ratification of the selection of the independent registered public accounting firm, Grant Thornton LLP, to audit the consolidated financial statements of the Company and its subsidiaries for the year ending December 31, ~~2019.~~2020.

Grant Thornton LLP served the Company as the independent registered public accounting firm during the year ended December 31, ~~2018,~~2019, and has been selected by the Audit Committee of the Board of Directors (the Audit Committee) to serve as the independent registered public accounting firm for the present year ending December 31, ~~2019.~~2020. Grant Thornton LLP has served the Company in this capacity since 2012.

If stockholders fail to ratify the selection of Grant Thornton LLP, the Audit Committee will consider this fact when selecting an independent registered public accounting firm for the audit year ending December 31, ~~2020.~~2021.

A representative from Grant Thornton LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if such representative desires to do so and will be available to respond to appropriate questions of stockholders in attendance.

PROPOSAL #3 - Approval, in a Non-Binding Advisory Vote, of the 2019 Compensation Paid to the Named Executive Officers

As required by Section 14A of the Securities Exchange Act of 1934 (the Exchange Act) the Company is providing stockholders with the opportunity to vote, on a non-binding advisory basis, on a resolution approving the 2019 compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the rules of the SEC, included in the “Compensation Discussion and Analysis” section and the compensation tables and narrative discussion contained in the “Compensation of Executive Officers” section of this Proxy Statement.

As described in the "Compensation Discussion and Analysis" section, the objectives of the Company's compensation program are to attract and retain individuals with the necessary skills that are vital to the long-term success of Titan. The compensation program is designed to be fair and just to both the Company and the individual. The overall goal of the Company's compensation policy is to maximize stockholder value by attracting, retaining and motivating the executive officers that are critical to the long-term success of the Company. Stockholders are encouraged to review the “Compensation Discussion and Analysis” and “Compensation of Executive Officers” sections of this Proxy Statement for additional information regarding the Company's executive compensation.

The Board of Directors is requesting the support of Titan's stockholders for the executive compensation as disclosed in the “Compensation Discussion and Analysis” and “Compensation of Executive Officers” sections of this Proxy Statement. This proposal gives the Company's stockholders the opportunity to express their views on the executive officers' compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our executive officers and the overall compensation objectives and philosophy described in this Proxy Statement.

The Board of Directors recommends that stockholders vote FOR the approval, in a non-binding advisory vote, of the 2019 compensation paid to the named executive officers and the following resolution:

“RESOLVED, that the compensation of the Company's Named Executive Officers as described in the Company's definitive Proxy Statement for the Company's ~~2019~~2020 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the sections entitled 'Compensation Discussion and Analysis' and 'Compensation of Executive Officers,' is hereby APPROVED.”

The vote on the compensation of our executive officers, commonly referred to as "say-on-pay," is advisory and not binding on the Company, the Board of Directors, or the Compensation Committee of the Board of Directors (the Compensation Committee). The final decision on the compensation and benefits of our executive officers and on whether, and, if so, how, to address any stockholder approval or disapproval of executive compensation remains with the Board of Directors and the Compensation Committee. However, the Board of Directors and the Compensation Committee value the opinions of the Company’s stockholders as expressed through their votes and other communications, and will consider the outcome of this vote, together with other relevant factors, when making future compensation decisions for the named executive officers.

The Board of Directors previously determined that the Company will hold an advisory vote on executive compensation annually.

~~PROPOSAL #4 - Stockholder Proposal Regarding a Sale, Merger, or Other Disposition of the Company~~

The Company received the following resolution, along with supporting statement, submitted by Peter Kross Trust UAD 11/25/1985, Peter Kross as Trustee, the beneficial owner of more than $2,000 in market value of Titan common stock. The Company is including this stockholder proposal in this Proxy Statement in accordance with Rule 14a-8 under the Exchange Act, printed verbatim from its submission, and Titan and its Board of Directors (the "Board") accept no responsibility for the following resolutions or supporting statement.

~~Stockholder Proposal~~

RESOLVED, that the stockholders hereby inform the Board of Directors of Titan International, Inc. (the "Company"), that the stockholders recommend that the Board of Directors immediately take the necessary steps to achieve a sale, merger, or other disposition of the Company on terms that will maximize stockholder value as expeditiously as possible.

~~SUPPORTING STATEMENT~~

The pursuit of a sale, merger, or other disposition of the Company is warranted in light of Titan’s persistent underperformance. For the one-year period ended November 30, 2018, the Company has declined by -45.5%, and for the two-year period ended November 30, 2018, the Company has declined by -43.4%, while the S&P 500 has appreciated by +6.2% for the one-year period ended November 30, 2018, and +30.5% for the two-year period ended November 30, 2018.

As a small capitalization company, with a market capitalization of less than $350 million, with operations in many places in the world, management is not able to effectively manage the Company, as evidenced by the Company’s lack of performance. Consequently, they should act to sell, merge, or dispose of the Company on terms that will maximize stockholder value.

~~TITAN STATEMENT IN OPPOSITION~~

~~The Board unanimously recommends that stockholders vote AGAINST this proposal.~~

The Board has carefully considered the proposal and, for the reasons described below, has concluded that its adoption would not be in the best interests of the Company or its stockholders and would instead be inconsistent with the proposal’s stated goal of maximizing stockholder value.

The proponent’s supporting statement focuses on the trading price for the Company’s common stock over the two-year period ended November 30, 2018, as compared to the S&P 500 Index over the same period, as "evidence of the Company’s "lack of performance". The Board believes that the trading price of a company’s common stock, and in particular a comparison only to the S&P 500 Index, which involves averaging stock prices of companies that do not compete in the same industries as the Company, represents only one of many measures by which a company’s performance can or should be evaluated. Stock prices for companies that engage in business in the industries in which the Company competes fluctuate based on a number of factors, many of which are outside of a company’s control, including geographic factors, changes in government regulations and policies, domestic and worldwide economic conditions, currency exchange rates and commodity prices, and seasonality. Further, the Board believes that evaluating the Company’s performance, and whether a sale, merger, or other disposition as expeditiously as possible would in fact maximize stockholder value, requires a more comprehensive review, beyond a limited comparison of the Company’s stock price. For example, the Company believes it has made significant progress with respect to its financial performance. The Company has continued to focus on implementing operational improvements and making strategic investments over the past few years, which have contributed to growth in the Company’s net sales and adjusted EBITDA in each of the past two years, with net sales increasing more than twenty-six percent and adjusted EBITDA increasing by more than two and one-half times, in each case when comparing full-year results for 2018 with those for 2016.

The Board and the Company’s management are focused on strengthening the Company and positioning the Company to take advantage of opportunities that grow long-term stockholder value. Market value may at times diverge from a company’s intrinsic or long-term value, requiring thorough consideration and careful selection and implementation of strategic alternatives, so as to avoid damaging stockholders’ long-term interests. In this regard, the Board believes the best course of action is to continue to focus management’s time and energy on operating the Company’s business, addressing challenges and improving business opportunities. As such, the Board believes that publicly and actively seeking a buyer under current circumstances would be a distraction and shift focus away from its central goals. Recent market conditions have also not been conducive to mergers or sales within the industries in which the Company operates, and such transactions may result in stockholders receiving consideration well below actual share values. While no one can predict when market conditions and/or the Company’s stock price will improve or the degree of such improvement, the Board believes the Company’s long-term value is significantly greater than its current market price and that any merger, sale or other disruption as contemplated by this proposal, under current circumstances, would be unlikely to yield a fair price for the Company’s stockholders.

Moreover, the Board believes that compelling the Company to "immediately take the necessary steps to achieve a sale, merger, or other disposition of the Company," as compared to the Board taking measured steps and using its discretion to evaluate and establish the terms, including timing, for a transaction, if any, that would be in the best interests of stockholders, could adversely affect the value of any such transaction by creating the impression that the Company is under pressure to sell and that the Board would accept a lower price as a result. Under such circumstances, potential purchasers may make lower offers than they otherwise would have if the Company was not forced to achieve a sale. Further, the Board believes that being forced to immediately seek a sale, merger, or other disposition, as contemplated by the proposal, would put the Board in the worst possible bargaining position and restrict its ability to rigorously examine other strategic alternatives that may ultimately prove to be in the best interests of stockholders.

The Board believes that the Company’s operations and performance, and thus stockholder value, are also dependent on the Company’s ability to build and maintain strong relationships with employees, customers and suppliers. Adoption of the proposal could create uncertainty regarding the Company’s future and undermine those relationships. It may be difficult to motivate employees to develop new business or otherwise pursue the Company’s growth initiatives if employees are faced with the possibility of losing their jobs, and it may be harder to retain high-quality employees, as uncertainty in their futures and the future of the Company could cause them to seek better job security. These unintended consequences may adversely impact the Company’s ability to operate effectively, resulting in a decline in revenues and profits. It may also become harder for the Company to enter into arrangements with third parties and to attract new business from customers if the Company faces an uncertain future.

The Board regularly monitors the Company’s business, including the industries in which the Company competes, and financial performance and reviews the Company’s strategy for creating long-term value for all stockholders, which includes monitoring the market, from time to time, for advantageous opportunities for the Company to engage in strategic transactions. For example, as previously announced in the first quarter of 2019, the Company began evaluating strategic alternatives with respect to Italtractor ITM S.p.A., one of the Company's subsidiaries that designs and produces steel track and undercarriages for the construction, mining and agricultural markets. In that regard, the Company maintains relationships with recognized investment banking firms and the Board believes it is appropriately advised on, and capable of reaching decisions with respect to, strategic initiatives in the best interests of all stockholders of the Company. Accordingly, the Board believes it is in the best and most informed position to evaluate all of the options that may be available to the Company, including if, when, and under what terms and conditions a sale, merger, or other disposition of the Company should be considered.

For the reasons outlined above, the Board does not believe that the stockholder proposal is in the best interests of the Company or the stockholders and unanimously recommends that stockholders vote "AGAINST" this proposal.

OTHER BUSINESS

The Board of Directors does not intend to present at the Annual Meeting any business other than the items stated in the “Notice of Annual Meeting of Stockholders” and does not know of any matters to be brought before the Annual Meeting other than those referred to above. If, however, any other matters properly come before the Annual Meeting requiring a stockholder vote, the persons designated as proxies will vote on each such matter in accordance with their best judgment.

AUDIT AND OTHER FEES

The Audit Committee of the Board of Directors engaged the independent registered public accounting firm of Grant Thornton LLP as independent accountants to audit the Company's consolidated financial statements for the fiscal year ~~ending~~ended December 31, ~~2018.~~2019. Fees paid to the independent registered public accounting firm of Grant Thornton LLP included the following:

Audit Fees: For the years ended December 31, ~~2018~~2019 and ~~2017,~~2018, Grant Thornton LLP billed the Company ~~$2,090,063~~$2,261,075 and ~~$2,058,815,~~$2,359,087, respectively, for professional services rendered for the audit of the Company's annual consolidated financial statements included in the Company's Form 10-K, including fees related to the audit of internal controls in connection with the Sarbanes-Oxley Act of 2002, reviews of the quarterly financial statements included in the Company's Form 10-Q reports, ~~and~~ statutory audits of foreign ~~subsidiaries.~~subsidiaries and related administrative fees and out-of-pocket expenses incurred by Grant Thornton LLP. For 2018, approximately $269,024 of administrative fees and out-of-pocket expenses incurred by Grant Thornton LLP in connection with the audit of the Company’s annual consolidated financial statements that were classified as “All Other Fees” in our 2018 proxy statement have been reclassified as “Audit Fees”.

Audit-Related Fees: For the ~~years~~year ended December 31, ~~2018~~2019, Grant Thornton LLP did not provide to the Company any audit-related services and ~~2017,~~did not bill the Company for any related fees. For the year ended December 31, 2018, Grant Thornton LLP billed the Company $40,000 ~~and $85,163, respectively,~~ for professional services rendered related to the Company's Form S-4 ~~and offering of senior secured notes.~~filing.

Tax and All Other Fees: ~~In addition to the fees detailed above, out-of-pocket and administrative fees paid to Grant Thornton LLP totaled $269.024 and $321,732 for~~For the years ended December 31, 2019 and 2018, Grant Thornton LLP did not provide to the Company any tax or all other fees and ~~2017, respectively.~~did not bill the Company for any related fees.


	2018		2017		2019		2018
Audit Fees	$	2,090,063	$	2,058,815	$	2,261,075	$	2,359,087
Audit-Related Fees: Senior secured notes offering, Employee benefit plan compliance and Consultations	40,000		85,163
Audit-Related Fees: Senior secured notes offering					—		40,000
Tax Fees	—		—		—		—
All Other Fees	269,024		321,732		—		—
Total	$	2,399,087	$	2,465,710	$	2,261,075	$	2,399,087



	Members of the Audit Committee:

	Albert J. Febbo, Chairman
	Richard M. Cashin, Jr.
	Gary L. Cowger
	~~Peter B. McNitt~~Max A. Guinn


Annual Director Fee	Audit Committee Chairman Fee	Other Committee Chairman Fee	Audit Committee Financial Expert Fee	Meeting Fee	Chairman of the Board Fee	Audit Committee Chairman Fee	Other Committee Chairman Fee	Audit Committee Financial Expert Fee
$100,000	$22,500	$15,000	$7,500	$500
$90,000					$90,000	$22,500	$15,000	$7,500


Name of Director	Fees Earned or Paid in Cash		Option Awards (a)	All Other Compensation (b)	Total		Fees Earned or Paid in Cash			Stock Awards (a)	All Other Compensation		Total
Richard M. Cashin Jr.	$	18,500	116,983	31,734	$	167,217	$	116,000		90,000	98,423	(b)	$	304,423
Gary L. Cowger	125,500		─	—	125,500		111,000			90,000	—		201,000
Albert J. Febbo	133,000		─	—	133,000		117,000			90,000	—		207,000
Peter B. McNitt	133,000		─	—	133,000
Max A. Guinn							16,500			180,000	—		196,500
Peter B. McNitt (c)							3,500			—	—		3,500
Mark H. Rachesky, MD	5,500		116,983	—	122,483		3,500			180,000	—		183,500
Anthony L. Soave	5,500		116,983	—	122,483		4,500			180,000	—		184,500
Maurice M. Taylor Jr.	4,500		116,983	—	121,483		94,000		(d)	180,000	—		274,000



Name of Director	Number of Stock Options	Number of Restricted Stock Units
Richard M. Cashin Jr.	145,000	30,927
Gary L. Cowger	—	30,927
Albert J. Febbo	—	30,927
Max A. Guinn	—	61,855
Mark H. Rachesky, MD	99,000	61,855
Anthony L. Soave	145,000	61,855
Maurice M. Taylor Jr.	49,200	61,855



X	Member of the Board of Directors or applicable Committee
Chair	Chairman of the Board of Directors or applicable Committee
—	Not a member of applicable Committee
(a)	On May 3, 2019, Peter B. McNitt informed the Board of Directors of his decision to not stand for re-election at the 2019 annual meeting of stockholders and thereby retired, effective on June 12, 2019, from his board positions.
(b)	On April 7, 2020, Albert J. Febbo informed the Board of Directors of his decision to not stand for re-election and thereby retire from his board positions with an effective date of June 11, 2020, the date of the Annual Meeting.
(c)	On June 12, 2019, at a meeting of the Board of Directors of the Company, the Board upon recommendation of the Nominating Committee of the Board, appointed Max A. Guinn as a member of the Board, effective June 12, 2019. Mr. Guinn's term on the Board is consistent with other members of the Board.


(b)	~~All other compensation amounts represent~~This amount consists of the aggregate incremental cost for personal ~~usage~~use of ~~corporate~~Company aircraft. ~~Income~~The method used to calculate this cost is ~~imputed~~set forth in a footnote to the ~~user~~Summary Compensation Table.



Position	Name
President and Chief Executive Officer	Paul G. Reitz
~~Current SVP~~Senior Vice President and Chief Financial Officer ~~(from June 14, 2018)~~	David A. Martin
~~Interim Chief Financial Officer (May 2 to June 14, 2018)~~	~~Amy S. Evans~~
~~Former Chief Financial Officer (until May 2, 2018)~~	~~James M. Froisland~~
Secretary & General Counsel	Michael G. Troyanovich



~~Actuant Corporation~~	~~Chart Industries, Inc.~~	~~Graco Inc.~~	~~Park-Ohio Holdings~~
Alamo Group, Inc.	Commercial Vehicle Group, Inc.	~~ITT~~Graco Inc.	~~Stoneridge, Inc.~~Park-Ohio Holdings Corp.
Applied Industrial Technologies, Inc.	~~EnPro Industries,~~DXP Enterprises, Inc.	ITT Inc.	Stoneridge, Inc.
Barnes Group Inc.	Enerpac Tool Group Corp.	Lindsay Corporation	Valmont Industries, Inc.
~~Barnes Group~~Briggs & Stratton Corporation	EnPro Industries, Inc.	~~Federal Signal Corporation~~	Materion Corporation	Wabash National Corporation
~~Briggs & Stratton~~Chart Industries, Inc.	Federal Signal Corporation	~~Global Brass and Copper Holdings, Inc.~~	Modine Manufacturing Company	Watts Water Technologies, Inc.


	Year	P. Reitz	D. Martin (a)	J. Froisland (b)	M. Troyanovich	Year	P. Reitz		D. Martin (a)		M. Troyanovich
Base Salary	2017	$900,000	—	400,000	$350,000	2017	$	900,000	$	—	$	350,000
Base Salary	2018	$900,000	$400,000	400,000	$350,000	2018	$	900,000	$	216,667	$	350,000
Base Salary	2019	$900,000	$400,000	—	$350,000	2019	$	900,000	$	400,000	$	350,000


(i)	any person or entity acquires direct or indirect beneficial ownership (as defined in the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder (the Exchange Act)) of more than 50% of the outstanding voting securities of Titan; or


Name and Principal Position as of December 31, 2018	Year	Salary		Bonus		Stock Awards (a)		All Other (b) Compensation		Total
Name and Principal Position as of December 31, 2019												Year	Salary		Bonus		Stock Awards (a)		All Other Compensation (b)		Total
Paul G. Reitz	2018	$	900,000	$	975,000	$	742,350	$	42,043	$	2,659,393	2019	$	900,000	$	425,000	$	—	$	66,308	$	1,391,308
President and Chief Executive	2017	900,000		900,000		—		38,762		1,838,762		2018	900,000		975,000		742,350		51,697		2,669,047
Officer ~~(c)~~	2016	750,000		795,000		—		47,014		1,592,014		2017	900,000		900,000		—		41,748		1,841,748

David A. Martin	2018	$	216,667	$	275,000	$	337,350	$	—	$	829,017	2019	$	400,000	$	200,000	$	—	$	19,585	$	619,585
SVP and Chief Financial Officer ~~(d)~~(c)												2018	216,667		275,000		337,350		—		829,017

Michael G. Troyanovich	2018	$	350,000	$	175,000	$	318,150	$	30,608	$	873,758	2019	$	350,000	$	110,000	$	—	$	17,662	$	477,662
Secretary & General	2017	350,000		175,000		—		17,140		542,140		2018	350,000		175,000		318,150		30,608		873,758
Counsel	2016	350,000		185,500		—		23,803		559,303		2017	350,000		175,000		—		17,140		542,140

Amy S. Evans	2018	$	219,282	$	95,000	$	159,075	$	5,735	$	479,092
VP, Chief Accounting Officer (e)

James M. Froisland	2018	$	372,222	$	—	$	—	$	2,333	$	374,555
Former Chief Financial Officer (f)	2017	400,000		200,000		—		30,769		630,769
	2016	30,513		282,702		—		—		313,215


(a)	Represents the grant date fair market value of restricted stock awards computed in accordance with ~~Accounting Standards Codification~~ASC Topic 718. Fair market value is defined as the mean between the high and low stock prices on the date of the award. Excludes the effect of estimated forfeitures.


(c)	Mr. Reitz was appointed President effective February 3, 2014, and was previously Chief Financial Officer. Effective January 1, 2017, Mr. Reitz was appointed to the additional position of Chief Executive Officer.


~~(d)~~	Mr. Martin joined the Company as Chief Financial Officer on June 14, ~~2018.~~


~~(e)~~	~~Ms. Evans joined the Company as VP, Chief Accounting Officer on March 5, 2018, and served as the Company's Interim Chief Financial Officer from May 2, 2018 to June 14, 2018.~~


~~(f)~~	Mr. Froisland was appointed Chief Financial Officer effective December 5, 2016, and served as the Company's Chief Financial Officer until from May 2, 2018, when he separated from the Company. Pursuant to Mr. Froisland's separation agreement, the Company continued to pay Mr. Froisland's base salary in the total amount of $234,872 and COBRA premiums in the total amount of $13,298.



		All Other Stock Awards:	All Other Option Awards:	Exercise	Grant Date Fair Value
Name	Grant Date	Number of Shares of Stock or Units	Number of Securities Underlying Options	or Base Price of Option Awards	of Stock and Option Awards
Mr. Reitz	7/6/2018	70,000	─	─	$742,350	(a)
Mr. Martin	6/22/2018	30,000	─	─	$337,350	(b)
Mr. Troyanovich	7/6/2018	30,000	─	─	$318,150	(a)
Ms. Evans	7/6/2018	15,000	─	─	$159,075	(a)
Mr. Froisland	n/a	─	─	─	─


~~(a)~~	~~Calculated based on the $10.605 average of the high and low price on the July 6, 2018 grant date for Mr. Reitz, Mr. Troyanovich, and Ms. Evans.~~


~~(b)~~	~~Calculated based on the $11.245 average of the high and low price on Mr. Martin's hire date of June 22,~~ 2018.


	Option Awards			Stock Awards		Option Awards			Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock that have not Vested (a)	Market Value of Shares or Units of Stock that have not Vested (b)	Number of Securities Underlying Unexercised Options Exercisable	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock that have not Vested (a)	Market Value of Shares or Units of Stock that have not Vested (b)
Mr. Reitz	20,000	$21.59	12/09/2021	─		20,000	$21.59	12/09/2021	—
	4,286	$15.75	11/15/2020	─		4,286	$15.75	11/15/2020	—
	─			70,000	$326,200	—			46,667	$168,935

Mr. Martin	─			30,000	$139,800	—			20,000	$72,400

Mr. Troyanovich	2,500	$21.59	12/09/2021	─		2,500	$21.59	12/09/2021	—
	─			30,000	$139,800	—			20,000	$72,400

Ms. Evans	─			15,000	$69,900

Mr. Froisland	─


(a)	Restricted stock vesting is as follows: Mr. Reitz, ~~23,333 on 7/6/19;~~ 23,334 on 7/6/20; and 23,333 on 7/6/21; Mr. Martin, 10,000 on 6/14/~~19; 10,000 on 6/14/~~20; and 10,000 on 6/14/21; Mr. Troyanovich, 10,000 on 7/6/~~19; 10,000 on 7/6/~~20; and 10,000 ~~on 7/6/21; and Ms. Evans, 5,000 on 7/6/19; 5,000 on 7/6/20 and 5,000~~ on 7/6/21.


(b)	Market value calculated as of December 31, 2019, based on $3.62, the December 31, ~~2018,~~2019 closing price of Titan's Common Stock multiplied by the number of unvested shares.


Description	Mr. Reitz		Mr. Martin		Mr. Troyanovich		Mr. Reitz		Mr. Martin		Mr. Troyanovich
Cash compensation - Salary due (a)	$	900,000	$	583,333	$	350,000	$	900,000	$	400,000	$	350,000
Cash compensation - Vacation due (a)	69,232		30,768		26,924		69,232		30,768		26,924
Bonus payment (b)	900,000		400,000		175,000		900,000		400,000		175,000
Group medical/dental (c)	23,184		23,184		23,184		23,496		23,496		23,496
Acceleration of restricted stock (d)	—		139,800		—		—		72,400		—
Stock options (e)	—		—		—
Accelerated vesting under 401(k) plan (f)	—		—		—
Total	$	1,892,416	$	1,177,085	$	575,108	$	1,892,728	$	926,664	$	575,420


(a)	Cash compensation amounts would be paid in a lump sum at time of termination.


(c)	Calculated based on the family COBRA rate for 2019 (which is ~~$1,932~~$1,958 per month) multiplied by the number of months left in the term.


~~(e)~~	~~All stock options are vested so there would be no acceleration on a termination of employment.~~


~~(f)~~	~~There were no unvested 401(k) balances at December 31, 2018.~~


~~(d)~~	Pursuant to ~~the~~applicable restricted stock ~~agreement,~~agreements, all shares of restricted stock ~~vests~~vest on death. The value is calculated based on $3.62, the closing price per share of the Company's common stock on December 31, ~~2018.~~2019.



	Members of the Compensation Committee:

	Richard M. Cashin Jr., Chairman
	Gary L. Cowger
	Albert J. Febbo
	~~Peter B. McNitt~~
	Mark H. Rachesky, MD
	Anthony L. Soave


	Shares Beneficially Owned				Shares Beneficially Owned
Name and Address of Beneficial Owner	Number		Percent (e)		Number		Percent (d)
MHR Fund Management LLC and Mark H. Rachesky, MD 1345 Avenue of the Americas, 42nd Floor New York, NY 10105	8,104,000	(a)	13.5	%	8,165,855	(a)	13.5	%
BlackRock Inc. 55 East 52nd Street New York, NY 10055	7,792,235	(b)	13.0	%	8,428,280	(b)	14.0	%
Dimensional Fund Advisors LP Building One, 6300 Bee Cave Road Austin, Texas, 78746	4,351,692	(c)	7.3	%	4,705,334	(c)	7.8	%
Vanguard Group Inc. 100 Vanguard Blvd. Malvern, PA 19355	3,197,936	(d)	5.3	%
Renaissance Technologies LLC 800 Third Avenue New York, NY 10022					3,458,840	(d)	5.8	%


(b)	Based on information contained in a Schedule 13G/A related to BlackRock Inc. filed with the SEC on ~~January 31, 2019.~~February 4, 2020. As reported in the Schedule 13G/A, BlackRock Inc. has sole voting power with respect to ~~7,645,408~~8,317,213 shares of Common Stock and sole dispositive power with respect to ~~7,792,235~~8,428,280 shares of Common Stock.


~~(e)~~	The ownership percentages set forth in this column are based on the assumption that each of the beneficial owners continued to own the same number of shares reflected in the table above on ~~April 15, 2019.~~the Record Date.


(b)	Based on information contained in ~~a Schedule 13D/A related to~~the MHR ~~Fund Management LLC filed with~~13D and the ~~SEC on February 25, 2019.~~MHR Form 4.


(c)	Includes 5,000 shares of Common Stock beneficially owned by Brambleton Investments LLC, which is managed by a management company that Mr. Soave owns. Mr. Soave disclaims beneficial ownership of such securities in excess of his pecuniary interest.


(d)	Includes ~~344,850~~552,902 shares held jointly by Mr. Taylor and his wife as to which they share voting and dispositive power. Also includes ~~254,220~~316,075 shares (or unissued shares subject to options exercisable within 60 days after November 8, 2019) held by Mr. Taylor as to which he has sole voting and dispositive power.