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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



			Filed by the Registrant ☒

			Filed by a Party other than the Registrant o

			Check the appropriate box:

			o						Preliminary Proxy Statement

			o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

			☒						Definitive Proxy Statement

			o						Definitive Additional Materials

			o						Soliciting Material under §240.14a-12

TITAN MACHINERY INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TITAN MACHINERY INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders of Titan Machinery Inc. will be held in a virtual meeting only format over the Internet at www.virtualshareholdermeeting.com/~~TITN2023~~TITN2024 beginning at 9:00 a.m., Central Time, on June ~~5, 2023,~~3, 2024, for the following purposes:

1. To elect ~~two~~three directors each for a three-year term.

2. To conduct an advisory vote on a non-binding resolution to approve the compensation of our named executive officers.

3. To ~~conduct an advisory vote on the frequency of holding future advisory votes on the compensation of our named executive officers.~~

~~4. To~~ ratify the appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the fiscal year ending January 31, ~~2024.~~2025.

4. To approve the Second Amended and Restated Titan Machinery Inc. 2014 Equity Incentive Plan.

5. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on April 10, ~~2023~~2024 are entitled to notice of the Annual Meeting and to vote at the Annual Meeting or any adjournment or postponement thereof.

Your vote is important. You are cordially invited to attend the virtual Annual Meeting. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/~~TITN2023~~TITN2024. Whether or not you plan to attend the virtual Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone, or by mail as described in the Notice of Internet Availability, first sent to stockholders on or about April ~~25, 2023,~~22, 2024, containing instructions on how to access our proxy materials.

Important Notice Regarding the Availability of Proxy Materials for the Upcoming Annual Meeting of Stockholders To Be Held on June ~~5, 2023:~~3, 2024: The Proxy Statement, Proxy Card, and Annual Report on Form 10-K are available in the Investor Relations section of the Titan Machinery Inc. website at http://www.titanmachinery.com.



						BY ORDER OF THE BOARD OF DIRECTORS


						~~David~~Bryan J. ~~Meyer~~Knutson ~~Board Chair~~President and Chief Executive Officer

West Fargo, North Dakota

April ~~25, 2023~~22, 2024

TITAN MACHINERY INC.

Annual Meeting of Stockholders

June ~~5, 2023~~3, 2024

PROXY STATEMENT

INTRODUCTION

Your proxy is solicited by the Board of Directors (the "Board") of Titan Machinery Inc. ("we," "us," "our," or the "Company") for our Annual Meeting of Stockholders to be held at 9:00 a.m., Central Time, on June ~~5, 2023~~3, 2024 (the "Annual Meeting"), in a virtual meeting only format over the Internet at www.virtualshareholdermeeting.com/~~TITN2023~~TITN2024 and for the purposes set forth in the Notice of Annual Meeting of Stockholders, and at any adjournment or postponement thereof. ~~The Company is holding the Annual Meeting in a virtual only format over the Internet.~~ The proposals to be voted on at the Annual Meeting are described in this Proxy Statement.

The mailing address of our principal executive offices is Titan Machinery Inc., 644 East Beaton Drive, West Fargo, North Dakota 58078. We expect that this Proxy Statement, the related Proxy Card, Notice of Annual Meeting of Stockholders, and the Notice of Internet Availability (the "Notice") will first be made available to our stockholders on or about April ~~25, 2023.~~22, 2024.

GENERAL INFORMATION



Purpose of the Annual Meeting						At the Annual Meeting, our stockholders will act upon the following proposals outlined in the Notice of Annual Meeting of Stockholders:
						Proposal 1 - Election of Directors
						Proposal 2 - Advisory Vote to Approve the Compensation of our Named Executive Officers
						Proposal 3 - Advisory Vote on the Frequency of Holding Future Advisory Votes on the Compensation of our Named Executive Officers
						~~Proposal 4~~ - Ratification of Independent Registered Public Accounting Firm for fiscal year ending January 31, 2025
						Proposal 4 - To approve the Second Amended and Restated Titan Machinery Inc. 2014 Equity Incentive Plan
						Following the formal portion of the Annual Meeting, management of the Company will be available to respond to appropriate questions from stockholders.

What is the format for this year's Annual Meeting?						This year’s Annual Meeting will be held in a virtual only format over the Internet. We have structured our virtual Annual Meeting to provide stockholders with substantially the same opportunities to participate in the Annual Meeting as if it were held in person, including the ability to vote shares electronically during the meeting and to ~~submit~~a questions during the meeting. To attend the virtual Annual Meeting over the Internet, please visit www.virtualshareholdermeeting.com/~~TITN2023~~TITN2024. We recommend that you log in at least 15 minutes before the Annual Meeting begins to ensure ample time to complete the check-in procedures and test your computer audio system. We will have technicians ready to assist you with any technical difficulties that you may encounter accessing the virtual meeting platform. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice, in your proxy card (if applicable) or on the instructions that accompanied your proxy material. You may also login as a guest in the event that you do not have a 16-digit control number. However, if you participate as a guest through the virtual meeting platform, you will not be able to vote your shares or submit questions during the Annual Meeting. Although you may vote online during the virtual Annual Meeting, we encourage you to vote via the Internet, by telephone or by mail as outlined in the Notice or on your proxy card to ensure that your shares are represented and voted.



What is a Proxy?						It is your legal designation of another person to vote the stock you own in the manner you direct. That other person is called a proxy. You may designate someone as your proxy in a written document, typically with a proxy card. We have authorized members of our senior management designated by the Board and named in your proxy card to represent you and to vote your shares as instructed. The proxies also may vote your shares at any adjournments or postponements of the Annual Meeting.

What is a Proxy Statement?						It is a document we give you when we are soliciting your designation of a proxy pursuant to Securities and Exchange Commission ("SEC") rules and regulations.

How is the Company distributing the proxy materials?						Consistent with the approach taken for last year's Annual Meeting, this year, to expedite delivery, reduce costs and decrease the environmental impact of our proxy materials, we are using an SEC rule that allows us to furnish proxy materials primarily over the internet instead of mailing paper copies of those materials to each stockholder. As a result, beginning on or about April ~~25, 2023,~~22, 2024, we will send to stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including this Proxy Statement, over the Internet. If you receive the Notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions in the Notice. The Notice is not a proxy card that can be submitted to vote your shares. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy materials. The Notice also instructs you on how you may submit your proxy via the Internet, by telephone, or by ~~telephone.~~ mail.

Stockholder of Record						If your shares were registered in your name with our transfer agent as of the record date, April 10, ~~2023,~~2024, you are a stockholder of record with respect to those shares.

Shares held in "Street Name"						If you hold your shares in an account at a bank, broker or other intermediary, then you are the beneficial owner of shares held in "street name" and the bank, broker or other intermediary is considered to be the stockholder of record. This bank, broker or other intermediary will send the Notice to you (or will send the printed proxy materials with the intermediary’s voting instruction card, as requested). As the beneficial owner of the Company’s shares, you have the right to direct your intermediary on how to vote and you are also invited to attend the virtual Annual Meeting. However, if you are a beneficial owner, you are not the stockholder of record and in order to vote your shares during the Annual Meeting you must follow the instructions from your bank, broker or other intermediary. Please refer to the information your bank, broker or other intermediary provided to you. Stock exchange rules do not permit a bank, broker or other intermediary to vote "street name" shares on ~~“non-routine”~~"non-routine" matters, such as the election of directors and approval of the compensation of our named executive officers, ~~and approval of the frequency of the "say on pay" vote,~~ unless it has received voting instructions from the beneficial holder. The Company encourages beneficial holders to promptly direct their bank, broker or other intermediary on how to vote for the agenda items.

Number of Shares Required to be Present to Hold the Annual Meeting						In order to conduct the Annual Meeting, holders of a majority of the shares outstanding and entitled to vote at the Annual Meeting as of the close of business on the record date, April 10, ~~2023,~~2024, must be present electronically or by proxy at the virtual Annual Meeting. This constitutes a quorum. Your shares are counted as present if you attend the virtual Annual Meeting and vote electronically, or if you vote by proxy. Shares represented by proxies that include abstentions and broker non-votes (described below) will be counted as present for purposes of establishing a quorum. If a quorum is not present, we will adjourn the Annual Meeting until a quorum is obtained.


Proxy Solicitation and Cost						The cost of soliciting proxies, including the preparation, assembly and mailing of the proxies and soliciting material, as well as the cost of forwarding that material to beneficial owners and record holders of the Company's common stock ("Common Stock"), will be borne by the Company. Directors, officers and employees of the Company may, without compensation other than their regular remuneration, solicit proxy votes personally or by telephone.

VOTING INFORMATION

Voting Methods						Shares Held of Record. All stockholders of record may vote via the Internet, by telephone, ~~internet,~~ or by mail as described in the Notice or may vote electronically at the Annual Meeting. Shares Held In Street Name. If your shares are held in "street name" you must instruct the record holder of your shares (i.e., your bank, broker, ~~bank~~ or other intermediary) how to vote your shares. If your shares are held in "street name" and you want to attend the virtual Annual Meeting and vote electronically, you will need to ~~log in~~log-in to the virtual Annual Meeting platform using your 16-digit control number and have a valid legal proxy for the Annual Meeting from the record holder of the shares.

Revoking Your Proxy or Changing Your Vote						Any stockholder giving a proxy designation may revoke it at any time prior to its use at the Annual Meeting by giving written notice of such revocation to the Corporate Secretary of the Company, at 644 East Beaton Drive, West Fargo, ND 58078, or by attending and voting electronically at the virtual Annual Meeting. If you are a beneficial owner of shares held in street name, you must follow the instructions from your bank, broker or other intermediary to revoke your previously given proxy.

Proposal 1 - Election of Directors (page ~~11)~~12)						The Board has nominated ~~two~~three candidates for election to our Board. On the vote to elect directors, stockholders may: •Vote "FOR" one or more of the nominees; or •"WITHHOLD" votes as to one or more of the nominees. Directors will be elected by a plurality of the votes of stockholders present electronically or represented by proxy at the virtual Annual Meeting. This means that the ~~two~~three nominees who receive the greatest number of "FOR" votes cast will be elected as directors. If you "WITHHOLD" authority to vote with respect to any director nominee, your shares will be counted for purposes of establishing a quorum, but will have no effect on the election of that nominee. The Board recommends that stockholders vote "FOR" the election of each nominee.


Proposal 2 - Advisory Vote to Approve the Compensation of our Named Executive Officers (page ~~42)~~46)						The Board is holding a non-binding advisory vote to approve the compensation of our named executive officers (commonly referred to as the "Say-on-Pay Vote"). Stockholders may: •Vote "FOR" the proposal; •Vote "AGAINST" the proposal; or •"ABSTAIN" from voting on the proposal. The affirmative vote of a majority of the shares present electronically or by proxy at the virtual Annual Meeting and entitled to vote on the matter is required to approve Proposal 2 (meaning that of the shares represented at the Annual Meeting and entitled to vote, a majority of them must be voted “FOR” the proposal for it to be approved). An "ABSTAIN" vote has the same effect as an "AGAINST" vote on Proposal 2. Your vote on Proposal 2 is a non-binding advisory vote to approve the compensation of our named executive officers (as ~~defined~~identified below ~~under~~in "Compensation Discussion and Analysis"). The Board will consider the results of this advisory vote when considering future executive compensation decisions, but it will not be binding. The Board recommends that stockholders vote "FOR" the approval of the compensation of our named executive officers.

~~Proposal 3 - Advisory Vote on the Frequency of Holding Future Advisory Votes on the Compensation of our Named Executive Officers (page 43)~~						~~The Board is holding an advisory vote on the frequency of holding future advisory votes on the compensation of our named executive officers. Stockholders may:~~ •~~Vote "FOR" 1 year;~~ •~~Vote "FOR" 2 years;~~ •~~Vote "FOR" 3 years; or~~ •~~"ABSTAIN" from voting on the proposal.~~ The option of every 1 year, every 2 years or every 3 years that receives the highest number of votes cast for this Proposal 3 will be used and considered by the Board in determining the frequency with which the Company will hold future stockholder votes to approve, on a non-binding advisory basis, the compensation of our named executive officers. ~~If you vote "ABSTAIN" on Proposal 3, your shares will be counted for purposes of establishing a quorum, but will have no effect on the results with respect to Proposal 3.~~ Your vote on Proposal 3 is an advisory vote to determine the frequency of holding future advisory votes on the compensation of our named executive officers. The Board will consider the results of this advisory vote when determining how frequently future stockholder say-on-pay votes will be conducted. ~~The Board recommends that stockholders vote "FOR" the option of every 1 year.~~


Proposal 43 - Ratification of Independent ~~Registered~~Registered Public Accounting Firm ~~(page 45~~(page 48)						The Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 31, ~~2024.~~2025. The Board is seeking stockholder ratification of this appointment. On the vote to ratify the appointment of Deloitte & Touche LLP, stockholders may: • Vote "FOR" the proposal; • Vote "AGAINST" the proposal; or • "ABSTAIN" from voting on the proposal. The affirmative vote of a majority of the shares present electronically or by proxy at the virtual Annual Meeting and entitled to vote on the matter is required to approve Proposal 43 (meaning that of the shares represented at the Annual Meeting and entitled to vote, a majority of them must be voted “FOR” the proposal for it to be approved). An "ABSTAIN" vote has the same effect as an "AGAINST" vote on Proposal 4.3. The Board recommends that stockholders vote "FOR" ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 31, ~~2024.~~2025.

Proposal 4 - Approval of the Second Amended and Restated Titan Machinery Inc. 2014 Equity Incentive Plan (page 49)						On the vote to approve the Second Amended and Restated Titan Machinery Inc. 2014 Equity Incentive Plan, stockholders may: • Vote "FOR" the proposal; • Vote "AGAINST" the proposal; or • "ABSTAIN" from voting on the proposal. The affirmative vote of a majority of the shares present electronically or by proxy at the virtual Annual Meeting and entitled to vote on the matter is required to approve Proposal 4 (meaning that of the shares represented at the Annual Meeting and entitled to vote, a majority of them must be voted "FOR" the proposal for it to be approved). An "ABSTAIN" vote has the same effect as an "AGAINST" vote on Proposal 4. The Board recommends that stockholders vote "FOR" approval of the Second Amended and Restated Titan Machinery Inc. 2014 Equity Incentive Plan.


What if I do not specify a choice for a matter when returning a proxy?						Stockholders should specify their choice for each proposal when returning a proxy. If no specific voting instructions are given, proxies that are returned will be voted as follows: •"FOR" the election of all director nominees; •"FOR" the advisory approval of the compensation of our named executive officers; •"FOR" the ~~option of every 1 year on the frequency of holding advisory votes on the compensation of our named executive officers; and~~ •~~"FOR" the~~ ratification of the appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the fiscal year ending January 31, ~~2024.~~2025; and •"FOR" the approval of the Second Amended and Restated Titan Machinery Inc. 2014 Equity Incentive Plan.

Broker Non-Votes						A "broker non-vote" occurs when a broker has not received voting instructions from the beneficial owners of shares held in street name, and the broker does not have, or declines to exercise, discretionary authority to vote those shares. Brokers generally have authority to vote on "routine matters," as determined by applicable self-regulatory organizations governing that broker. Of the proposals presented at the Annual Meeting, only Proposal 4,3, the ratification of an independent registered public accounting firm, is considered to be a "routine matter." "Broker non-votes" have the following effect: •Your shares will be counted as present for the purposes of determining whether there is a quorum at the Annual Meeting. •Your shares will not be counted as votes "FOR" or "WITHHOLD" authority for the election of the director nominees at the Annual Meeting. •Your shares will not be counted as votes "FOR", "AGAINST", or "ABSTAIN" on Proposal 2 ("Say-on-Pay Vote"), Proposal 3 ("~~Frequency~~Ratification of ~~Say-on-Pay Vote"~~Auditor"), or Proposal 4 ~~("Ratification~~(Approval of ~~Auditor")~~the Second Amended and Restated Titan Machinery Inc. 2014 Equity Incentive Plan), as applicable.

OUTSTANDING SHARES AND VOTING RIGHTS

The Board has fixed April 10, ~~2023~~2024 as the record date for determining stockholders entitled to vote at the Annual Meeting. Persons who were not stockholders at the close of business on such date will not be allowed to vote at the Annual Meeting. There were ~~22,664,377~~22,818,917 shares of Common Stock issued and outstanding at the close of business on April 10, ~~2023.~~2024. Common Stock is the only outstanding class of capital stock of the Company entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote on each matter to be voted upon at the Annual Meeting. No holders of any capital stock of the Company are entitled to cumulative voting rights.

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth, as of April 10, ~~2023,~~2024, information regarding beneficial ownership of our Common Stock by:

•Each person known to us to beneficially own 5% or more of our Common Stock;

•Each current and former executive officer (as that term is defined under the rules and regulations of the SEC) named in the Summary Compensation Table on page ~~31,~~35, who are collectively referred to herein as our "named executive officers";

•Each of our directors (including director nominees); and

•All of our current executive officers and directors as a group.

We have determined beneficial ownership in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Beneficial ownership generally means having sole or shared voting or investment power with respect to securities. Unless otherwise indicated in the footnotes to the table, each stockholder named in the table has sole voting and investment power with respect to the shares of Common Stock set forth opposite the stockholder's name. We have calculated the percentage of Common Stock owned based on ~~22,664,377~~22,818,917 shares of Common Stock outstanding on April 10, ~~2023.~~2024. Unless otherwise noted below, the address of each beneficial owner listed on the table is c/o Titan Machinery Inc., 644 East Beaton Drive, West Fargo, North Dakota 58078.

Name of Beneficial Owner Number Percent of Class
5% Beneficial Owners:
Dimensional Fund Advisors LP 1,768,682 7.80 %
    Building One
    6300 Bee Cave Road
    Austin, TX 78746 (1)
BlackRock, Inc. 1,578,506 6.96 %
    55 East 52nd Street
    New York, NY 10055 (2)
The Vanguard Group 1,358,997 6.00 %
   100 Vanguard Blvd.
   Malvern, PA 19355 (3)
Names of Named Executive Officers and Directors/Nominees:
David Meyer (4) 1,862,864 8.22 %
Robert Larsen (5) 1,086 *
Mark Kalvoda 80,465 *
Bryan Knutson (6) 71,993 *
Tony Christianson (7) 233,214 1.03 %
Stanley Erickson (8) 39,031 *
Christine Hamilton (9) 20,438 *
Jody Horner (10) 34,218 *
Richard Mack (11) 34,764 *
Frank Anglin (12) 3,634 *
All current executive officers and directors/nominees as a group (9 persons) (13) 2,381,707 10.51 %


Name of Beneficial Owner	Number	Percent of Class
5% Beneficial Owners:



Dimensional Fund Advisors LP	1,783,274	7.81	%
Building One
6300 Bee Cave Road
Austin, TX 78746 (1)
BlackRock, Inc.	1,723,630	7.55	%
55 East 52nd Street
New York, NY 10055 (2)



The Vanguard Group	1,154,728	5.06	%
100 Vanguard Blvd.
Malvern, PA 19355 (3)

Names of Named Executive Officers and Directors/Nominees:
Bryan Knutson (4)	82,984	*
Robert Larsen (5)	16,132	*
David Meyer (6)	1,862,864	8.16	%
Frank Anglin (7)	6,623	*
Tony Christianson (8)	236,203	1.04	%
Stanley Erickson (9)	42,020	*
Christine Hamilton (10)	23,427	*
Jody Horner (11)	37,207	*
Richard Lewis (12)	987	*
Richard Mack (13)	37,753	*
All current executive officers and directors/nominees as a group (10 persons) (14)	2,346,200	10.28	%

* Less than one percent.

(1)This information is based on the Schedule 13G/A filed with the SEC by Dimensional Fund Advisors LP ("Dimensional") on February ~~10, 2023.~~9, 2024. Dimensional reported that, as of December 29, 2023, it had sole voting power over 1,756,578 shares of Common Stock and sole dispositive power over 1,783,274 shares of Common Stock. Dimensional, an investment advisor registered under Section 203 of the Investment Advisers Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (the “Dimensional Funds”). In its role as investment advisor, sub-advisor or manager, Dimensional may possess investment and/or voting power over the securities of the Company that are

owned by the Dimensional Funds and may be deemed to be the beneficial owner of the shares of Common Stock held by the Dimensional Funds. However, Dimensional reports that all such Common Stock is owned by the Dimensional Funds and disclaims beneficial ownership of such Common Stock.

(2)This information is based on the Schedule ~~13G~~13G/A filed with the SEC by BlackRock, Inc. on ~~February 1, 2023.~~January 26, 2024. BlackRock, Inc., as parent company of various subsidiaries listed in the Schedule 13G/A, may be deemed to beneficially own the shares held by such subsidiaries. BlackRock, Inc. reported that, as of December 31, ~~2022,~~2023, it had sole voting power over ~~1,538,289~~1,673,424 shares of Common Stock and sole dispositive power over ~~1,578,506~~1,723,630 shares of Common Stock.

(3)This information is based on the Schedule ~~13G~~13G/A filed with the SEC by The Vanguard Group on February ~~9, 2023.~~13, 2024. The Vanguard Group reported that, as of December ~~31, 2022,~~29, 2023, it had shared voting power over ~~45,212~~30,853 shares of Common Stock, sole dispositive power over ~~1,296,156~~1,106,246 shares of Common Stock, and shared dispositive power over ~~62,841~~48,482 shares of Common Stock.

(4)Includes 27,372 restricted shares held by Mr. Knutson that are subject to risk of forfeiture.

(5)Includes 12,491 restricted shares held by Mr. Larsen that are subject to risk of forfeiture.

(6)Includes 1,750,000 shares of Common Stock held by the Meyer Family Investment Limited Liability Limited Partnership, over which Mr. Meyer has shared voting and investment control.

~~(5)~~(7)Includes ~~884~~2,989 restricted shares held by Mr. ~~Larsen~~Anglin that are subject to risk of forfeiture.

~~(6)Includes 29,059 restricted shares held by Mr. Knutson that are subject to risk of forfeiture.~~

~~(7)~~(8)Includes 180,000 shares of Common Stock beneficially owned by Adam Smith Companies, LLC. Mr. Christianson may be deemed to share beneficial ownership of the shares of Common Stock held beneficially by Adam Smith Companies, LLC by virtue of his status as a controlling owner of this entity. Mr. Christianson expressly disclaims beneficial ownership of any shares held by Adam Smith Companies, LLC, except to the extent of his pecuniary interest in such entity. Also includes ~~2,889~~2,989 restricted shares held by Mr. Christianson that are subject to risk of forfeiture.

~~(8)~~(9)Includes ~~2,889~~2,989 restricted shares held by Mr. Erickson that are subject to risk of forfeiture.

~~(9)~~(10)Includes ~~2,889~~2,989 restricted shares held by Ms. Hamilton that are subject to risk of forfeiture.

~~(10)~~(11)Includes ~~2,889~~2,989 restricted shares held by Ms. Horner that are subject to risk of forfeiture.

~~(11)~~(12)Includes ~~2,889~~987 restricted shares held by Mr. Lewis that are subject to risk of forfeiture.

(13)Includes 2,989 restricted shares held by Mr. Mack that are subject to risk of forfeiture.

~~(12)~~(14)Includes ~~2,889 restricted shares held by Mr. Anglin that are subject to risk of forfeiture.~~

~~(13)Includes 46,393~~58,784 restricted shares held by our current executive officers and directors that are subject to risk of forfeiture.

BOARD OF DIRECTORS

The Board consists of three classes of directors, which classes are, as of the date of this Proxy Statement, composed of:

•~~two Class I directors who hold office until the 2023 Annual Meeting;~~

•three Class II directors who hold office until the 2024 Annual Meeting; ~~and~~

•~~two~~three Class III directors who hold office until the 2025 Annual Meeting; and

•three Class I directors who hold office until the 2026 Annual Meeting;

or, in all cases, until their successors are elected and qualified.

The Governance/Nominating Committee has recommended, and the Board has approved, ~~Tony Christianson~~Stan Erickson, Jody Horner, and ~~Christine Hamilton~~Richard Mack as director nominees for the ~~two~~three Class III director positions to be elected at the ~~2023~~2024 Annual Meeting.

The following information states the principal occupations for at least the past five years of the ~~2023~~2024 director nominees and the remaining directors whose terms will continue beyond the Annual Meeting:

~~2023~~2024 Nominees
Upon election, these Directors will Hold Office Until the ~~2026~~2027 Annual ~~Meeting~~Meeting* (subject to age based retirement obligations)

Age

Position/Committee Membership/Biography

~~Tony Christianson~~

~~Director; Governance/Nominating Committee; Compensation Committee~~

Mr. Christianson has been a director of Titan Machinery since January 2003. Since 1981, Mr. Christianson has been the Chairman of Cherry Tree Companies, an affiliated group of investment banking and wealth management firms in Minneapolis, Minnesota. Mr. Christianson also currently serves as managing partner of Adam Smith Companies, LLC, a holding company with investments in several companies, and as a director of MetaFarms, Inc., a privately-held SAS provider of information management for animal protein production. Among other attributes, skills and qualifications, Mr. Christianson has comprehensive experience in the financial services and investment industries, as well as his experience as a public and private company director, which provides particular value to the Board with a seasoned view on financing, investment, acquisition and operating strategies, public company regulatory compliance issues, and investor relations.

~~Christine Hamilton~~

~~Director; Chair of Governance/Nominating Committee; Audit Committee~~

Ms. Hamilton has been a director of Titan Machinery since March 1, 2018. Ms. Hamilton is the co-owner and managing partner of Christiansen Land and Cattle, Ltd., a large diversified farming and ranching operation in central South Dakota, and is also the co-owner of Dakota Packing, Inc., a wholesale meat distribution business. Ms. Hamilton is a former director for the Federal Reserve Bank, Ninth District, located in Minneapolis, Minnesota, and is a current director of SAb Biotherapeutics, a publicly-traded clinical stage biopharmaceutical company, where she serves as chair of its compensation committee and a member of its nominating and corporate governance committee. Among other attributes, skills and qualifications, Ms. Hamilton brings to the Board her extensive experience in the agri-business sector and her unique knowledge of operating strategies, priorities and challenges facing our customers in the agriculture sector.

~~Directors Who Hold Office Until the 2024 Annual Meeting~~

~~Position/Committee Membership/Biography~~

Stan Erickson

7273

Lead Independent Director; Audit Committee

Mr. Erickson has been a director of Titan Machinery since March 1, 2017. Mr. Erickson currently serves as the President and Chief Executive Officer of Liberty Capital, Inc., which provides capital and investment services. Mr. Erickson co-founded Liberty Capital in 2013 after retiring from a 32-year career at Ziegler Inc., a Caterpillar dealer, where he most recently served as President and Chief Operating Officer. Mr. Erickson is a veteran of the United States Marine Corps and currently serves on the board of directors of Electromed, Inc., a publicly-traded company, where he ~~serves as~~is chair of the audit committee and a member of the nominating and governance committee. Mr. Erickson also currently serves on the board of directors of McAninch Corporation, a privately-held construction company based in Des Moines, Iowa. Among other attributes, skills and qualifications, Mr. Erickson has significant senior leadership experience in the equipment industry, as well as ~~his~~ experience as a public company director, which provides the Board with a strong perspective on financing, investment, acquisition and operating strategies, public company regulatory compliance issues, and investor relations.

Jody Horner

6162

Director; Chair of Compensation Committee; Audit Committee

Ms. Horner has been a director of Titan Machinery since August 1, 2015. In February 2015, Ms. Horner was appointed President of Midland University, a private liberal arts college located in Fremont, Nebraska. Prior to joining Midland University, Ms. Horner spent over 30 years at Cargill, Inc., holding several leadership positions including President of Cargill Meat Solutions, President of Cargill Case Ready, President of Cargill Salt, Vice President - Corporate Global Diversity, and Vice President - Human Resources. At Cargill, Ms. Horner was a member of several corporate committees including the Global Business Conduct & Ethics Committee and the Global Enterprise Process, Data and Technology Committee. Ms. Horner currently serves as a director and board chair of H.J. Baker & Bro., LLC, a privately-held sulphur and animal nutrition industry company. Among other attributes, skills and qualifications, Ms. Horner brings valuable insight to the Board based on her extensive experience in leadership positions and her broad knowledge of financial matters, operating strategies, agri-business markets, and human resources.

Richard Mack

5556

Director; Chair of Audit Committee

Mr. Mack has been a director of Titan Machinery since June 4, 2015. From June 2014 through his retirement in January 2018, Mr. Mack served as Executive Vice President and Chief Financial Officer for The Mosaic Company, a leading international producer and marketer of phosphate and potash crop nutrients. Prior to that, Mr. Mack held the position of Senior Vice President, General Counsel and Corporate Secretary for Mosaic from the date of its initial public offering in 2004 until his promotion in 2009 to Executive Vice President ~~in 2009.~~(while continuing his role as General Counsel and Corporate Secretary). In the decade prior to Mosaic's formation, he served in various legal ~~capacities~~positions at Cargill, Inc., and was a founding executive of Mosaic and Cargill Ventures. Mr. Mack was also the founder of the Streamsong Resort, which is owned by Mosaic. Mr. Mack served from 2018 through 2022 as a director and audit committee chair of Anuvia Plant Nutrient Holdings, Inc., which is a privately-held crop nutrient ~~company; and~~company. Mr. Mack currently serves as a director and finance committee chair of H.J. Baker & Bro., LLC, a privately-held sulphur and animal nutrition industry company. Among other attributes, skills and qualifications, Mr. Mack brings to the Board significant experience as a public company executive, along with extensive knowledge of public company finance and financial statements, capital markets, corporate governance, agri-business markets, mergers and acquisitions, operating strategies, and international business.

Directors Who Hold Office Until the 2025 Annual Meeting

Position/Committee Membership/Biography

David Meyer

Executive Chairman of the Board of Directors (former Chief Executive Officer, until February 1, 2024)

Mr. Meyer is our Executive Chairman of the Board of Directors, effective February 1, 2024. Prior thereto, he was Board Chair and Chief Executive Officer

~~Mr. Meyer is our Board Chair and Chief Executive Officer.~~ of Titan Machinery since 1980. Mr. Meyer worked for JI Case Company in 1975. From 1976 to 1980, Mr. Meyer was a partner in a Case/New Holland Dealership with locations in Lisbon, North Dakota and Wahpeton, North Dakota. In 1980, Mr. Meyer, along with a partner, founded Titan Machinery Inc. Mr. Meyer has served on both the Case CEConstruction and CaseIH Agriculture Dealer Advisory Boards. Mr. Meyer is the past chairman and past board member of the North Dakota Implement Dealers Association. Mr. Meyer currently serves as a Trustee of the University of Minnesota Foundation, Director on the North Dakota Community Foundation, and Director onof the Evans Scholars Foundation (ESF) of the Western Golf Association (WGA). Among other attributes, skills and qualifications, Mr. Meyer is uniquely qualified to serve as a director and the Board's Executive Chair due to his in-depth knowledge of the Company's history, business and industry, and his ability to effectively identify strategic priorities and ~~leading~~to lead the discussion and execution of strategy.

Frank Anglin

6061

Director; Governance/Nominating Committee; Compensation Committee

Mr. Anglin has been a director of Titan Machinery since February 1, 2022. Mr. Anglin has served as the Vice President, West and South Regions, for Istate Truck Centers since September 2019. ~~Previously,~~From July 2018 to August 2019, Mr. Anglin served as Chief Executive Officer, President and Director for Boyer ~~Trucks from July~~Trucks. From January 2017 to May 2018, ~~to August 2019 and~~he served as CEO and Board Director for Midwest Can and Container Specialties Inc. ~~from January 2017~~Prior to ~~May 2018. He also~~that, he served as CEO, President, and Director for Western Peterbilt Inc., and ~~Western Truck Centers. Prior to that he~~ held a variety of management positions during his tenure at General Electric and CNH ~~Industrial (“CNH”).~~Industrial. Among other attributes, skills and qualifications, Mr. Anglin brings to the Board his substantial leadership experience in the equipment manufacturing and truck dealership industries, which provides the Board with a seasoned perspective on dealership operations, equipment manufacturing, operating strategies, financing, and investment strategies.

Richard Lewis

Director

Mr. Lewis has been a director of Titan Machinery since February 1, 2024. A resident of Australia, Mr. Lewis currently serves as director and the principal executive of Iron Capital Group, a company founded by Mr. Lewis in 2015. Iron Capital Group offers equipment leasing solutions to earthmoving and mining customers in Australia and North America. Previously, Mr. Lewis was employed in various positions in the equipment finance and dealership industries. Mr. Lewis served as a director of the Australian Tractor and Machinery Association from 2002-2008, holding the position of chairperson for his final two years. In 2011, Mr. Lewis became a director of J.J. O’Connor & Sons Pty. Ltd. and was serving as Board Chair at the time of Titan’s acquisition of the O’Connors’ dealership business in October 2023. Among other attributes, skills, and qualifications, Mr. Lewis has significant leadership experience in the Australian equipment industry, as well as in-depth knowledge of the equipment finance industry, operating strategies, financing and international business.

Directors Who Hold Office Until the 2026 Annual Meeting

Position/Committee Membership/Biography

Tony Christianson

Director; Governance/Nominating Committee; Compensation Committee

Christine Hamilton

Director; Chair of Governance/Nominating Committee; Audit Committee

Bryan Knutson

Director; President and Chief Executive Officer

Mr. Knutson has served as a director and President and Chief Executive Officer of Titan Machinery since February 1, 2024. Prior to that, Mr. Knutson was our Chief Operating Officer since 2017, adding the position of President in 2022. Prior to these executive roles, Mr. Knutson led Titan Machinery's North American Agriculture and Construction Equipment Operations and has implemented lasting positive changes across the organization, leveraging his first-hand experience as a Sales Consultant, General Manager, and various Senior Field positions during his tenure at the Company, which commenced in September 2002. Mr. Knutson is past Chairman of the Board of the Pioneer Equipment Dealers Association, which represents Equipment Dealers in Minnesota, North Dakota, and South Dakota. He has served long tenures on both the Case IH Agriculture and Case Construction Dealer Advisory Boards. Among other attributes, skills, and qualifications, Mr. Knutson brings to the Board his in-depth knowledge of the Company’s operations, history, and culture, knowledge of the equipment dealership industry, and the ability to identify strategic priorities for the Company.

Board Skills and Experience Matrix

The following matrix provides information regarding the members of our Board, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors, which our Board believes are relevant to our business ~~and industry~~ structure, and the tenure of our directors. The matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, experience or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the Board. As shown by the tenure of our directors below, the Board also believes it is desirable to maintain a mix of experienced, longer-tenured directors who possess deep institutional knowledge along with newer directors who have different expertise, backgrounds and fresh perspectives.

F. Anglin T. Christianson S. Erickson C. Hamilton J. Horner R. Mack D. Meyer
Knowledge, Skills and Experience
Other Public Company Board Experience X X X
Executive Leadership X X X X X X X
Industry Knowledge X X X X X X
Finance and Accounting X X X X X X
Corporate Strategy and Execution X X X X X X X
Sales and Marketing X X X
Corporate Governance and Compliance X X X X X X X
Operations and Supply Chain X X X X X
International Operations X X X X
Human Capital and Executive Compensation X X X X X X
Risk Management X X X X X X X
Technology and Data Security X X
Director Independence X X X X X X
Board Tenure
Years 2 16 6 5 8 8 16

F.
Anglin

T.
Christianson

S.
Erickson

C.
Hamilton

J.
Horner

B.
Knutson

R.
Lewis

R.
Mack

D.
Meyer

Knowledge, Skills and Experience

Other Public Company Board Experience

Executive Leadership

Industry Knowledge

Finance and Accounting

Corporate Strategy and Execution

Sales and Marketing

Corporate Governance and Compliance

Operations and Supply Chain

International Operations

Human Capital and Executive Compensation

Risk Management

Technology and Data Security

Director Independence

Board Tenure

Years

1011

Board Diversity Matrix

The Company is committed to diversity and inclusion, and believes it is important that the Board is composed of individuals representing the diversity of the communities and customers we serve. The Governance/Nominating Committee seeks director nominees with a diverse range of experience, skills, knowledge and backgrounds. The Board Diversity Matrix set forth below reports self-identified diversity statistics for the current Board as of the date of this Proxy Statement in the format required by Nasdaq’s rules.

Board Diversity Matrix (As of April 25, 2023)
Board Size:
Total Number of Directors 7
Gender: Female Male Non-Binary Gender Undisclosed
Number of Directors Based on Gender Identity 2 5 0 0
Number of Directors Who Identify in Any of the Categories Below:
African American or Black 0 1 0 0
Alaskan Native or American Indian 0 0 0 0
Asian 0 0 0 0
Hispanic or Latinx 0 0 0 0
Native Hawaiian or Pacific Islander 0 0 0 0
White 2 4 0 0
Two or More Races or Ethnicities 0 0 0 0
LGBTQ+ 0
Demographic Background Undisclosed 0


Board Diversity Matrix (As of April 22, 2024)
Board Size:
Total Number of Directors		9
Gender:	Female	Male	Non-Binary	Gender Undisclosed
Number of Directors Based on Gender Identity	2	7	0	0
Number of Directors Who Identify in Any of the Categories Below:
African American or Black	0	1	0	0
Alaskan Native or American Indian	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	2	6	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Demographic Background Undisclosed	0

ELECTION OF DIRECTORS

(PROPOSAL 1)

~~2023~~2024 Director Nominees

The Governance/Nominating Committee recommended to the Board that the following persons be nominated and elected as directors at the Annual Meeting, which persons were then formally nominated by the Board:

~~Tony Christianson~~Stan Erickson

~~Christine Hamilton~~Jody Horner

Richard Mack

The nominees are currently Class III Directors whose terms expire at the upcoming ~~2023~~2024 Annual Meeting. Each of the nominees has consented to being named as a nominee. If elected, each nominee will serve a three-year term until the ~~2026~~2027 Annual Meeting or until his or her successor is elected and ~~qualified.~~qualified; provided, that under the terms of the Company's Corporate Governance Guidelines, Mr. Erickson will be subject to an age-based retirement obligation in March 2025. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies that are returned and signed will be voted for the nominee designated by the Board to fill the vacancy.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS SET FORTH IN THIS PROPOSAL 1.

1112

NON-EMPLOYEE DIRECTOR COMPENSATION

Our non-employee directors receive cash and restricted stock awards as compensation for their service as directors pursuant to our Non-Employee Director Compensation Plan, which, for fiscal ~~2023,~~2024, was as follows:


	Cash Retainer ($)	Restricted Stock Awards ($)
Compensation for each non-employee director	55,000	80,000
Additional cash retainers:
Audit Committee Chair	25,000
Compensation Committee Chair	10,000
Governance/Nominating Committee Chair	10,000
Lead Independent Director	15,000

We also reimburse our non-employee directors for reasonable expenses incurred in connection with their service as directors. ~~The restricted stock awards are granted on the date of the annual meeting of stockholders each year, and vest on the date of the next annual meeting of stockholders.~~ Directors who are appointed to the Board during the year receive a prorated cash retainer and restricted stock award, the equity component of which is granted on the director's effective start date and has the same vesting date as awards to directors who serve for the full year.

Under the terms of the Non-Employee Director Compensation Plan, the cash portion of the non-employee director retainer (both the Board annual retainer and any committee chair or lead independent director retainer) is to be paid in arrears in equal quarterly installments on the first day of each fiscal quarter. Restricted stock awards under the Non-Employee Director Compensation Plan are granted on the date of the annual meeting of stockholders each year, and vest on the date of the next annual meeting of stockholders or such other date as determined by the Compensation Committee.

In addition, pursuant to the Non-Employee Director Compensation Plan, unvested restricted stock awarded to a director is forfeited upon termination from service, unless the reason for termination from service is as a result of death, permanent disability (as determined by the Compensation Committee) or mandatory retirement pursuant to the Board’s retirement policy, in which case the unvested restricted stock award will vest ~~on a prorated basis~~pro rata based upon the term of service as compared to the vesting period.

The following table provides compensation information for our non-employee directors during fiscal ~~2023:~~2024:


Name		Fees Earned or Paid in Cash ($)	Stock Awards ($) (1)	Total ($)
Name (1)					Name (1)	Fees Earned or Paid in Cash ($)	Stock Awards ($) (2)	Total ($)
Frank Anglin	Frank Anglin	55,000	80,000	135,000
Tony Christianson	Tony Christianson	55,000	80,000	135,000
Stan Dardis (2)		19,175	—	19,175
Stan Erickson	Stan Erickson	70,000	80,000	150,000
Christine Hamilton	Christine Hamilton	65,000	80,000	145,000
Jody Horner	Jody Horner	65,000	80,000	145,000
Richard Mack	Richard Mack	80,000	80,000	160,000

(1)Mr. Lewis is not included in the table as he became a Director effective February 1, 2024, and did not receive compensation in fiscal 2024.

(2)These amounts represent the grant date fair value for each grant awarded in fiscal ~~2023,~~2024, valued in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 718, Compensation—Stock Compensation. Each director included in this table received an award of ~~2,889~~2,989 restricted shares based on the ~~$27.69~~$26.77 closing price for our Common Stock on the grant date of June ~~6, 2022.~~5, 2023.

SUSTAINABILITY

Our mission at Titan Machinery is to serve the farmers and contractors who feed and build our world. We are committed to conducting our business operations and activities in a manner that maintains the health and safety of our employees, customers, visitors and contractors, protects the environment, conserves natural resources, positions us as a responsible and engaged partner in communities where we operate, and promotes an inclusive and engaged workforce. For more information on our commitment to sustainability matters, please visit the Investor Relations section of Titan Machinery Inc. website at http://www.titanmachinery.com.

~~(2)~~Environmental Sustainability

We are a stakeholder in the future of our planet. We recognize the importance of sustainability and how it affects our Company and the agricultural and construction industries we serve. We work to be a positive force in protecting the environment by continually looking for ways to reduce our use of natural resources. As we upgrade and build new facilities, we work with our architects and contractors to make sensible modifications that make our facilities environmentally and employee friendly.

As a retail distributor, we do not make the products we sell. However, we seek to partner with reputable, sustainability-conscious equipment manufacturers, suppliers, vendors, and contractors that can help us and our customers feed and build our world in a sustainable way. We believe that our primary supplier of equipment, CNH Industrial, is a global leader in environmental sustainability, and we share its values in this area. We believe that CNH Industrial has been at the forefront of sustainable product innovation as evidenced by its introduction of advanced precision solutions to our customers in order to allow them to maximize their acreage yields, while reducing the use of fuel, fertilizer, chemicals, water, and other crop inputs.

Commitment to Inclusive Workplace

We are committed to an inclusive workplace where all employees are valued and have the opportunity to reach their full potential. We utilize a variety of initiatives across our footprint to recruit minorities, women, and veterans, as we attempt to diversify our workforce and to ensure that it is representative of the communities where we conduct business. We also strive to build a culture of inclusion that leverages the strengths of all of our employees. From new hire orientation to management and leadership training, we are focused on developing global mindsets, breaking unconscious biases and demonstrating the business case for diversity across the organization. Our Compensation Committee has included, as part of its charter and core agenda, an annual review of our diversity and inclusion strategy.

We conduct periodic employee engagement surveys designed to monitor overall employee engagement and identify actions that can be taken to improve our employees' motivation and job satisfaction. We welcome and value this transparent process and are committed to empowering our employees to express their views on relevant workplace matters.Management discloses to, and discusses with, the Compensation Committee the results of our employee engagement surveys and employee turnover data.

Health and Safety

We believe it is our responsibility to maintain a safe and healthy workplace in each of our business locations. Through proactive management, training, and employee accountability, we strive to embed safety into every level of the organization as a top priority. Our department of Human Resources oversees our health and safety programs for our workplaces.

Our corporate safety team collects data on recordable injury rates, serious injury rates, and near misses from each of our facilities, and engages in a root cause analysis and identifies corrective action to reduce the risk of future occurrences. This data is reviewed at least monthly by the executive leadership team and shared with the Board on a quarterly basis. Regular safety meetings are held at our facilities for store employees.

We are also committed to improving the health and well-being of our employees. Our U.S. wellness program is continuously evolving to better educate, motivate and reward our employees for maintaining and achieving healthy lifestyles.

Community Engagement

We are committed to the communities we serve. As busy as our employees are, they make time to help their neighbors and support charities across our footprint. Across our Company, we offer all regular employees up to 24 hours of paid time off each calendar year for volunteer firefighting and emergency medical assistance, and an additional 16 hours of paid time off each calendar year for other community service activities.

Ethical Culture

In every business decision and transaction, we endeavor to act ethically – and we expect our employees and business partners to share in this effort. This means conducting business with integrity, while complying with all laws, rules and standards of conduct that apply to us in the many countries where we do business. We promote our commitment to ethics and compliance among our global workforce through our Code of Ethics and related policies, and training programs. Each employee and non-employee director annually signs an acknowledgement affirming the employee's awareness of our Code of Ethics and related policies.

Corporate Responsibility/ESG Oversight

Corporate responsibility and Environmental, Social, and Governance ("ESG") matters play an important role at Titan. The Board and its committees are actively involved in overseeing our corporate responsibility initiatives.

•The Governance/Nominating Committee is responsible for general oversight of ESG matters including the Company’s practices and strategies related to environmental, climate and sustainability matters;

•The Governance/Nominating Committee oversees matters related to the Company’s community and social impact, other than those matters subject to the oversight of the Compensation Committee;

•The Governance/Nominating Committee reviews and oversees the annual preparation of the Company’s Statement on Sustainability;

•The Compensation Committee has responsibility for oversight of human capital issues and the Company's initiatives related thereto;

•The Compensation Committee oversees and receives an annual management report on diversity and inclusion matters and oversees the Company's strategy related thereto;

•The Compensation Committee annually reviews the Company's health and safety policies, programs, and workplace metrics;

•The Audit Committee is responsible for oversight of our ethics and compliance program, and the public disclosure of relevant ESG matters in accordance with SEC regulations; and

•Each of our committees reports to the Board on relevant ESG matters on a quarterly basis.

We have established a "Sustainability Committee", composed of cross-functional employees to consider, recommend, and oversee initiatives and policies relating to sustainability within the Company.

CORPORATE GOVERNANCE

Corporate Governance Highlights

We believe that good corporate governance promotes the long-term interests of our stockholders, strengthens Board accountability, and leads to stronger business performance. We are committed to maintaining robust corporate governance practices and will evaluate these practices going forward on a regular basis. Our Principles of Corporate Governance can be found on our website at www.titanmachinery.com.

The following summarizes certain highlights of our governance policies and practices:

•Seven out of nine continuing directors and director nominees are independent; only non-independent directors are the current CEO and the former CEO

•Each of the Audit Committee, Governance/Nominating Committee and Compensation Committee is composed entirely of independent directors

•A Lead Independent Director, who has a significant and substantial role in Board and Company governance matters

•Independent directors meet regularly in private executive sessions without management or non-independent directors present

•Director attendance at 100% of Board and committee meetings in fiscal 2024

•Diverse Board in terms of gender, skills, experiences and qualifications

•Balance of new and experienced directors on Board

•Mandatory retirement from the Board at age 75

•Code of Ethics and Business Conduct applies to all employees, directors, consultants and officers

•Annual say-on-pay vote

•Robust stock ownership guidelines for senior officers and directors

•Risk oversight by full Board and committees

•Annual review of committee charters

•No stockholder rights plan (i.e., no “poison pill”)

•Insider Trading Policy prohibits hedging and pledging of Company securities

•Formal CEO evaluation process

•Annual Board evaluation

Board Leadership Structure

David J. Meyer, our Chief Executive Officer through January 31, 2024, serves as the Executive Chairman of the Board of Directors. Mr. ~~Dardis received pro rata cash~~Meyer is not independent due to his former role as CEO and the one-year continuation of employment as Executive Chairman. Although not independent, the Board believes that Mr. Meyer's continued service as Executive Chairman of the Board of Directors is in the best interests of the Company and its stockholders. Mr. Meyer possesses unique familiarity with the Company's history, business and industry, making him capable of effectively leading operational and strategic discussions among directors of diverse backgrounds and experience. Mr. Meyer is able to prioritize the Board's agenda items, to identify issues to bring to the Board, and, together with our current Chief Executive Officer, to lead the development of the Board’s strategic plans.

Our governance structure requires the appointment of a Lead Independent Director, that all members of our standing committees be independent, and that the independent directors of the Board and the committees of the Board hold regular executive sessions outside the presence of the Executive Chairman, our Chief Executive Officer and other management. Stan Erickson, an independent director, was selected by the Board to serve as the Lead Independent Director as required under our Principles of Corporate Governance for fiscal 2024. The Lead Independent Director has the responsibility of presiding at all executive sessions of the Board, consulting with the Executive Chair and Chief Executive Officer on Board and committee meeting agendas, maintaining frequent contact with the Chief Executive Officer, reviewing and communicating results of the annual Board self-evaluation, advising the Executive Chair and Chief Executive Officer on the efficiency of the Board meetings, assisting in extending invitations to prospective directors, and facilitating teamwork and communication among the non-employee directors and management.

Independence

Our Board has determined that seven of our nine current directors are independent directors, as defined by Rule 5605(a)(2) of the listing standards of the Nasdaq Stock Market. The seven current independent directors are: Frank Anglin, Tony Christianson, Stan Erickson, Christine Hamilton, Jody Horner, Richard Lewis, and Richard Mack. In making this determination, the Board considered the analysis and recommendations of the Governance/Nominating Committee, as well as any related person transactions and other relationships with the Company.

Committees of the Board

Our Board has three standing committees: the Audit Committee, the Compensation Committee, and the Governance/Nominating Committee. The following table sets forth the membership of each of the Company's committees during fiscal 2024.


Audit Committee	Governance/Nominating Committee	Compensation Committee
Richard Mack (Chair)	Christine Hamilton (Chair)	Jody Horner (Chair)
Stan Erickson	Frank Anglin	Frank Anglin
Christine Hamilton	Tony Christianson	Tony Christianson
Jody Horner

Audit Committee

The Audit Committee acts pursuant to a written charter. The charter, which is reviewed annually by the Audit Committee, may be amended upon approval of the Board. The Audit Committee charter is available under "Corporate Governance" on the "Investor Relations" page of our website at www.titanmachinery.com. Among other matters, our Audit Committee:

•assists the Board in fulfilling its oversight responsibility to our stockholders and other constituents with respect to the integrity of our financial statements;

•appoints and has oversight over our independent auditors, approves the compensation of our independent auditors, reviews the independence and the experience and qualifications of our independent auditors' lead partner, and pre-approves the engagement of our independent auditors for audit and permitted non-audit services;

•meets with the independent auditors and reviews the scope and significant findings of audits and meets with management and internal financial personnel regarding these findings;

•reviews the performance of our independent auditors;

•discusses with management, the director of internal audit, and our independent auditors the adequacy and effectiveness of our financial and accounting controls, practices and procedures, the activities and recommendations of our auditors and our reporting policies and practices, and makes recommendations to the Board for approval;

•establishes procedures for the receipt, retention and treatment of complaints regarding internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and

•prepares the audit committee report required by the SEC rules to be included in our annual proxy statement.

Our independent auditors, Chief Financial Officer, Director of Internal Audit, General Counsel, and management have regular contact with our Audit Committee. The Audit Committee regularly reports to our Board regarding its actions, decisions and recommendations.

Our Board of Directors determined that the following members who served on the Audit Committee in fiscal 2024 qualified as an "audit committee financial expert" (as defined under SEC rules): Stan Erickson, Christine Hamilton, Jody Horner, and Richard Mack. Each member of our Audit Committee satisfies the Nasdaq Stock Market independence standards and the independence standards of Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended. Each member of our Audit Committee during fiscal 2024 possessed the financial qualifications required of audit committee members set forth in the Nasdaq Stock Market listing rules.

The Audit Committee met eight times in fiscal 2024.

Governance/Nominating Committee

The Governance/Nominating Committee acts pursuant to a written charter. The charter, which is reviewed annually by the Governance/Nominating Committee, may be amended upon approval of the Board. The Governance/Nominating Committee charter is available under "Corporate Governance" on the "Investor Relations" page of our website at www.titanmachinery.com.

The duties and responsibilities of the Governance/Nominating Committee include the following:

•Makes recommendations to the Board regarding candidates for directorships;

•Reviews the independence of our directors under applicable SEC and Nasdaq rules, and advises the Board accordingly;

•Establishes desired director attributes, skills, and diversity;

•Reviews and makes recommendations to the Board regarding the size of the board, and organization and membership of our committees;

•Oversees executive management succession planning;

•Oversees the Company’s practices and strategies related to environmental, climate and sustainability matters;

•Oversees matters related to the Company’s community and social impact, other than those matters subject to the oversight of the Compensation Committee;

•Reviews and oversees the annual preparation of the Company’s Corporate Statement on Sustainability;

•Annually reviews with management the Company’s compliance programs and related matters;

•Annually reviews the Company’s corporate charitable and political contributions to ensure alignment with Company policies and values;

•Reviews, approves and oversees all related party transactions; and

•Reviews annually the Company’s organizational documents, Principles of Corporate Governance, Code of Ethics and Business Conduct, Insider Trading Policy, Related Party Transaction Policy, and other governance related policies, and recommends any changes to the Board.

The Governance/Nominating Committee will review director nominees proposed by stockholders. Stockholders may recommend a nominee to be considered by the Governance/Nominating Committee by submitting a written proposal to the Board of Directors at Titan Machinery Inc., Attn: Corporate Secretary, 644 East Beaton Drive, West Fargo, North Dakota 58078. A consent signed by the proposed nominee agreeing to be considered as a director should accompany the written proposal. The proposal should include the name and address of the nominee, in addition to the qualifications and experience of the nominee. Please see the section below entitled "Stockholder Proposals" with regard to timing requirements for nominations made directly by a stockholder for consideration at an annual meeting of stockholders.

When selecting candidates for recommendation to the Board, the Governance/Nominating Committee will consider the attributes of the candidates and the needs of the Board and its committees and will review all candidates in the same manner, regardless of the source of the recommendation, including nominees proposed by stockholders. In evaluating director nominees, a candidate should have certain minimum qualifications, including the ability to read and understand basic financial statements, familiarity with our business and industry, high moral character and mature judgment, and the ability to work collegially with others. In addition, factors such as the following are considered:

•diversity of the Board;

•needs of the Board with respect to particular skills and experience;

•knowledge, skills and experience of a nominee;

•legal and regulatory requirements;

•appreciation of the relationship of our business to the changing needs of society; and

•desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by a new member.

The Company values diversity among its Board members. Our Board and Governance/Nominating Committee believe that a board comprised of directors with diverse backgrounds, unique skill sets and experiences, and individual perspectives improves the discussions and decision-making process, which contributes to overall board effectiveness. Although gender and diversity characteristics, such as race, ethnicity and nationality, are important considerations in the Governance/Nominating Committee’s process, the Governance/Nominating Committee and the Board do not have a formal policy with regard to the consideration of gender and/or diversity in identifying director nominees at this time. However, as described above, the Governance/Nominating Committee seeks to nominate candidates with a diverse range of background, knowledge, experience, skills, expertise, and other qualities that will contribute to the overall effectiveness of the Board.

Each member of the Governance/Nominating Committee satisfies the Nasdaq Stock Market independence standards.

The Governance/Nominating Committee met four times in fiscal 2024.

Compensation Committee

The Compensation Committee acts pursuant to a written charter. The charter, which is reviewed annually by the Compensation Committee, may be amended by approval of the Board. The Compensation Committee charter is available under "Corporate Governance" on the "Investor Relations" page of our website at www.titanmachinery.com.

The duties and responsibilities of the Compensation Committee include the following:

•develops and periodically reviews with management the Company's philosophy of compensation, taking into consideration enhancement of stockholder value and the fair and equitable compensation of all employees;

•reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer, Chief Financial Officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives, and sets the compensation of these officers based on such evaluations, which compensation, with respect to our Chief Executive Officer, is then reviewed and, if acceptable, ratified by the Board;

•determines and approves equity awards to directors and employees made pursuant to the Company's equity incentive plans;

•annually reviews with management the Company's diversity and inclusion initiatives and related strategy and accomplishments;

•annually reviews with management the Company's human capital management and related initiatives;

•annually reviews the Company's health and safety policies, programs, and workplace metrics;

•establishes and monitors minimum stock ownership guidelines for executive officers and directors;

•develops, reviews and administers senior management compensation plans, including incentive plans, benefits and perquisites;

•develops and recommends to the Board compensation plans for non-employee directors;

•annually considers the relationship between the Company's strategic and operating plans and the various compensation plans for which the Compensation Committee is responsible;

•periodically reviews with management and advises the Board with respect to employee benefits;

•conducts periodic compensation risk assessments, as further discussed below; and

•reviews and discusses with management the Compensation Discussion and Analysis required by SEC rules. Based on such review and discussion, the Compensation Committee determines whether to recommend to the full Board that the Compensation Discussion and Analysis be included in the annual report or proxy statement.

Our Chief Executive Officer, Chief Financial Officer, and other senior executives do not participate in the Compensation Committee's deliberations or decisions regarding their own compensation. Mr. Knutson provides input to the Compensation Committee on compensation for ~~his partial service~~the other named executive officers, as appropriate. The Compensation Committee regularly reports to the Board regarding its actions, decisions and recommendations.

The Compensation Committee annually conducts a risk assessment of our employee compensation programs, including our executive compensation programs. The Compensation Committee has concluded that our employee compensation programs are designed with the appropriate balance of risk and reward in relation to our overall business strategy and do not incent executives or other employees to take unnecessary or excessive risks. As a result, we believe that risks arising from our employee compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Each member of the Compensation Committee satisfies the Nasdaq Stock Market independence standards.

The Compensation Committee met four times in fiscal 2024.

Board and Committees Meetings

During fiscal 2024, the Board held nine formal meetings. The directors also participate in periodic virtual and/or telephonic conference calls with management for the purpose of reviewing updates on financial performance and business operations. The independent directors met in executive session at least quarterly during fiscal ~~2023 (February 1, 2022~~2024. When appropriate, the Board takes formal action by written consent of all directors, in accordance with the Company's Certificate of Incorporation, Bylaws and the General Corporation Law of the State of Delaware.

During fiscal 2024, our directors attended 100% of the aggregate number of meetings of the Board and committees of which each respective director was a member.

Directors' Attendance at Annual Meetings

Directors' attendance at annual meetings of stockholders can provide stockholders with an opportunity to communicate with directors about issues affecting the Company. The Board's policy is that, subject to unavoidable personal or business conflicts, directors shall attend stockholders meetings. All of our directors attended the Annual Meeting of Stockholders held virtually on June 5, 2023.

Stockholder Communications with the Board of Directors

Stockholders may communicate directly with the Board of Directors. All communications should be directed to the Company's Corporate Secretary at the address below:

Titan Machinery Inc. Board of Directors

Attention: Corporate Secretary

644 East Beaton Drive

West Fargo, North Dakota 58078

The communication should prominently indicate on the outside of the envelope the director or directors to whom it is directed. The Company's Corporate Secretary will forward the communications to all specified directors or, if no directors are specified, to the entire Board.

Code of Ethics and Business Conduct

Our Code of Ethics and Business Conduct applies to all employees, directors, consultants and officers, including the principal executive officer, principal financial officer, principal accounting officer and controller. The Code of Ethics and Business Conduct addresses such topics as protection and proper use of our assets, compliance with applicable laws and regulations, accuracy and preservation of records, accounting and financial reporting, conflicts of interest and insider trading. The Code of Ethics and Business Conduct is available under "Corporate Governance" on the "Investor Relations" page of the Company's website at www.titanmachinery.com. The Company intends to include on its website at www.titanmachinery.com any amendment to, or waiver from, a provision of its Code of Ethics and Business Conduct that applies to the principal executive officer, principal financial officer, principal accounting officer or controller that relates to any element of the code of ethics definition enumerated in Item 406(b) of SEC Regulation S-K. The Governance/Nominating Committee reviews the Code of Ethics and Business Conduct annually, and recommends any changes to the full Board for approval.

Complaint Procedures

We maintain procedures to receive and investigate complaints regarding suspected misconduct, illegal activities or fraud, including questionable accounting, financial control and auditing matters, laws of federal securities violations, and other violations of federal and state laws or of the Company's Code of Ethics and Business Conduct. We have retained a third party firm to maintain an anonymous confidential call-in and web-based reporting tool for the submission of concerns regarding these and other matters by any employee. Any submitted complaints are reported directly to the Company's General Counsel, who investigates and reports directly to the Audit Committee.

Board's Oversight of Risk Management

We believe that a structured, conscientious approach to risk management is a top priority for our Company. Our Board, both directly and through its committees, reviews and oversees our Enterprise Risk Management (“ERM”) program, which is an enterprise-wide program designed to identify critical enterprise risks and to develop mitigation plans to manage those risks.

While the Board and its committees exercise oversight of risk management, the executive team is responsible for implementing and supervising day-to-day risk management processes and reporting to the Board and its committees. In fulfilling its responsibilities, management has developed a formal ERM process which includes the preparation of a written ERM Report that is presented to the full Board semi-annually.

The ERM Report describes specific risks within the following categories: Operations, International (Europe and Australia), Financial, Legal and Compliance, IT Systems, and Strategic. Each of these categories is assigned to a member of the executive team, who maintains primary responsibility for management of the applicable risks and updating the ERM Report no less than semi-annually. The ERM Report includes management’s assessment of the likelihood and potential impact of each identified risk, management’s assessment of the Company’s current capability to manage the risk, any risk mitigation plans in place or being developed, tracking of key risk indicators, and the future outlook for the risks.

On a semi-annual basis, management presents the updated ERM Report to the Board. In addition, the Board’s standing committees support the Board by regularly addressing various risks in their respective areas of oversight as discussed below.

We believe that our ERM program accomplishes the following:

•Clearly defines risk management roles and responsibilities;

•Brings together senior management to discuss risk;

•Promotes visibility and constructive dialogue around risk; and

•Facilitates appropriate risk response strategies at the Board, committee, and management levels.

In addition to the regular processes related to the ERM Report, management has established working committees that meet regularly to assess risks in certain areas, including an International Risk Committee that reviews all aspects of our international business risks and a Finance Risk Committee that reviews the Company’s derivative instruments, interest rate risk, and foreign currency exposures.

Cybersecurity Risk Management and Strategy

We have implemented a cybersecurity governance program intended to assess, identify, and manage risks from threats to the security of our information, systems, and network. Our risk-based measures aim to proactively manage threats and prove the effectiveness of our internal controls.

Our cybersecurity governance program adopted the Center for Internet Security Critical Security Framework as the structure to help detect and mitigate threats through risk-based controls designed to protect Titan Machinery’s information, systems, and network.

We continuously review and seek to enhance our program as risks evolve and compliance requirements change. We use our internal security team and third-party cybersecurity companies to jointly conduct periodical assessments and ongoing enhancements to our cybersecurity posture and identify and remediate risks from cyber threats. The assessment includes reviewing third-party service providers periodically and before new engagements.

Security awareness training is provided to educate employees about cybersecurity threats and help them understand their responsibility in identifying, mitigating, and reporting security concerns or threats.

Along with other significant risks for the Company, we have sought to integrate cybersecurity into our enterprise risk management framework, by tracking key risk indicators, emerging risks and changes to the risk mitigation plan to achieve desired results.

Cybersecurity Governance

The Board is aware of the critical nature of managing risks associated with cybersecurity threats. The Audit Committee is responsible for board-level oversight of cybersecurity risk. The Audit Committee reports back to the full Board about cybersecurity and other areas within their responsibility.

Our cybersecurity governance program is led by our Vice President of Information Technology (“VP of IT”). The VP of IT is informed about and monitors the prevention, detection, mitigation, and remediation efforts through regular communication and reporting from professionals on the security team. Our VP of IT has been assessing and managing cybersecurity risk for the Company since 2015, and has over 20 years of IT industry experience in various roles.

Team members who support our cybersecurity governance program have relevant education and industry experience. The team provides regular reports to senior management and other relevant teams on various cybersecurity threats, assessments, and findings.

Our VP of IT semi-annually and on an ad-hoc basis presents directly to the Audit Committee on cybersecurity initiatives, efforts, and security risks. The Audit Committee then reports this information to the full Board at the next board meeting. In addition, we have an Incident Response Policy in place to inform senior management and the Board of material issues related to cybersecurity matters and to develop an appropriate response plan.

Audit Committee’s Role in Oversight of Risk Management

The Audit Committee assists the Board in fulfilling its risk management oversight responsibilities with respect to significant accounting matters, financial reporting matters and related disclosures, internal control matters, and applicable compliance, legal and regulatory risks. In addition, the Audit Committee receives in depth reports no less than annually on the audit plan of the internal audit department, tax matters affecting the Company, cybersecurity and data security risks, treasury and banking operations, and credit department operations, and reports any concerns of risks to the full Board for discussion. The Audit Committee reserves time at each meeting for private sessions with the Chief Financial Officer, General Counsel, head of the internal audit department, and outside auditors, during which time risk matters are discussed.

Compensation Committee’s Role in Oversight of Risk Management

The Compensation Committee assists the Board in fulfilling its risk management oversight responsibilities with respect to risks arising from compensation policies and programs and other employment programs. On an annual basis, the Compensation Committee reviews and addresses risks arising out of the Company’s executive compensation programs, cash incentive programs for other groups of employees, and sales commission plans. In establishing and reviewing the Company’s compensation programs, the Compensation Committee evaluates whether the design and operation of the compensation programs encourage our executive officers or employees to take unnecessary or excessive risks.

Governance/Nominating Committee’s Role in Oversight of Risk Management

The Governance/Nominating Committee assists the Board in fulfilling its risk management oversight responsibilities with respect to risks related to Board structure and composition, executive succession planning, ESG and sustainability matters, and corporate governance. In addition, the Governance/Nominating Committee oversees the Board's annual self-evaluation process.

Our Leadership Structure is Supportive of Board Oversight of Risk Management

We believe that our leadership structure supports the risk oversight function of the Board in the following respects:

•With our Chief Executive Officer and our Executive Chairman serving on the Board, they promote open communications between management and directors relating to risk.

•Each of the committee chairs reports to the full Board at regular meetings concerning the activities of the committee, including risk management matters.

•Each Board committee is comprised solely of independent directors, and all directors are actively involved in the risk oversight function.

•The Lead Independent Director promotes communication and consideration of matters presenting significant risks to the Company through his ~~retirement date~~role in developing the Board’s meeting agendas, advising committee chairs, attending committee meetings, chairing meetings of ~~June 6, 2022).~~the independent Directors and facilitating communications between independent Directors and the Chief Executive Officer.

~~STOCK OWNERSHIP~~

CERTAIN RELATIONSHIPS AND ~~RETENTION GUIDELINES~~RELATED TRANSACTIONS

Review and Approval of Transactions with Related Persons

We have a written Related Party Transactions Policy that requires our Governance/Nominating Committee to review and approve or ratify any "related party transaction" of the type required to be disclosed by Item 404 of Regulation S-K. The term "related parties" is defined as any directors, executive officers, stockholders beneficially owning more than 5% of our Common Stock, and their respective immediate family members. This policy covers all transactions, arrangements or relationships (or any series of similar transactions, arrangements or relationships) in which the Company or any of its subsidiaries was, is or will be a participant, in which the amount involved exceeds $100,000, and in which any related person had, has or will have a direct or indirect interest. All of our directors, executive officers and employees are required to report to our General Counsel any proposed or completed related party transactions.

All related party transactions are reviewed and may be approved or ratified by the Governance/Nominating Committee (not including any member of the Governance/Nominating Committee that is a related person with respect to the transaction at issue). The Governance/Nominating Committee takes into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable to the Company than terms that could have been reached with an unaffiliated third-party under the same or similar circumstances and the extent of the related person's interest in the transaction. The Governance/Nominating Committee may impose such conditions as it deems necessary and appropriate on the Company or the related party in connection with the transaction. In the case of a transaction presented to the Governance/Nominating Committee for ratification, the Governance/Nominating Committee may ratify the transaction, amend the transaction, or determine that termination or rescission of the transaction is appropriate.

Related Person Transactions in Fiscal 2024

There were no transactions that occurred during fiscal 2024 to which we were a participant in which:

•the amounts involved exceeded or will exceed $120,000; and

•a director, executive officer, beneficial owner of more than five percent of any class of our voting securities or any member of their immediate family had or will have a direct or indirect material interest.

COMPENSATION DISCUSSION AND ANALYSIS

In the following Compensation Discussion and Analysis, we describe the material elements of the compensation awarded to, earned by or paid to David J. Meyer, our Chief Executive Officer through January 31, 2024, Robert Larsen, our Chief Financial Officer, and Bryan Knutson, our President & Chief Operating Officer through January 31, 2024. Mr. Knutson is our current President and Chief Executive Officer effective February 1, 2024. In this Proxy Statement, we refer to Messrs. Meyer, Larsen, and Knutson as our "named executive officers."

Executive Summary

Executive Compensation Overview for Fiscal 2024

•In fiscal 2024, Mr. Meyer, consistent with his actions for the past several years, elected not to receive any equity awards and also elected not to participate in the annual performance cash bonus program.

•In fiscal 2024, Messrs. Larsen and Knutson each earned an annual cash performance bonus based upon achievement of all three performance objectives.

•The Compensation Committee compared our compensation program and the compensation of our named executive officers with our peer group, and concluded that our current executive compensation program is reasonable and appropriate.

•The Compensation Committee believes that our executive compensation program properly aligns the interests of our named executive officers with the interests of our stockholders.

We are committed to considering our stockholders' views on executive compensation

We receive direct feedback from stockholders on our compensation programs through our annual advisory vote on the compensation paid to our named executive officers (commonly known as a "say-on-pay vote"). We hold the say-on-pay vote at each annual meeting of stockholders. At our 2023 Annual Meeting of Stockholders, our say-on-pay proposal received approval from 58.61% of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter, which was a substantial departure from the strong support received for our say-on-pay proposals from stockholders in recent years (96.24% approval in 2022, 98.6% approval in 2021 and 93.86% approval in 2020). The Compensation Committee and full Board take our say-on-pay vote results very seriously and were disappointed by the lower level of support received for our say-on-pay vote at our 2023 Annual Meeting of Stockholders.

Based on certain proxy advisory firms’ ratings, vote recommendations and proxy reports last year, and based on feedback from our stockholders, we believe the lower support for the say-on-pay proposal at the 2023 Annual Meeting was attributable to the Executive Transition Agreement (the "Transition Agreement") that the Company entered into in April 2022 with our former Chief Financial Officer, Mark Kalvoda, with respect to his transition from employment with the Company. The Transition Agreement provided for the accelerated vesting of shares of restricted stock that Mr. Kalvoda held as of the date of termination of his employment; the proxy advisory firms considered this acceleration of vesting to be a problematic pay practice resulting in their "against" vote recommendation for the 2023 say-on-pay proposal. The Company discussed in its 2023 Proxy Statement the reasons for entering into the Transition Agreement with Mr. Kalvoda, stating that the Board had approved the Transition Agreement believing it to be in the best interests of the Company and its stockholders. Given the lower level of support for the Company's 2023 say-on-pay vote, attributable to the acceleration of the vesting of Mr. Kalvoda's restricted stock under the Transition Agreement, the Company is providing below additional facts and context relevant to the Board's decision in April 2022 to approve the Transition Agreement.

In early 2022, Mr. Kalvoda discussed with Company’s Chief Executive Officer that he intended to give his 60-day notice of voluntary termination, which notice was required to be given under his employment agreement for termination other than for good reason. Mr. Kalvoda's timeline of his departure (following the 60-day notice) would have resulted in a termination date for his employment on or about May 31, 2022. Around the same time as Mr. Kalvoda's conversation with the Company's Chief Executive Officer respecting his intended departure, the Company signed a letter of intent for the acquisition of Heartland Ag, the largest acquisition in the Company’s history. The Company's Chief Executive Officer and Mr. Kalvoda discussed the timeline of Mr. Kalvoda's departure, and they agreed that he would not submit a written notice of termination until the Chief Executive Officer had discussed the matter with the Board. The Board was then briefed on the matter, and deliberated on the best course of action. The Board's deliberations included consideration of the following factors:

•The Board believed that Mr. Kalvoda's expertise and involvement were critical to the Heartland Ag negotiations and execution of the acquisition. In fact, the Heartland Ag transaction subsequently closed in the first week of August 2022.

•The Company did not have a seasoned internal candidate who could seamlessly replace Mr. Kalvoda as the Company's Chief Financial Officer, so an external search would be necessary.

•The executive search firm contacted by the Company estimated that the search process could take four to six months.

•The Board desired that Mr. Kalvoda remain employed by the Company after the new Chief Financial Officer commenced employment, to facilitate an effective transition.

After consideration of these factors, the Company's Chief Executive Officer and Board determined that Mr. Kalvoda's potential departure at the end of May 2022 would expose the Company to risks related to the negotiations and execution of the Heartland Ag acquisition, along with risks that stockholders would have concerns over the fact that the Company would not have a permanent Chief Financial Officer in place for a period of several months during this critical time. The Board believed that the Company’s interests would be best served by Mr. Kalvoda remaining employed with the Company through the end of fiscal year 2023 (January 31, 2023). In furtherance of the Board's conclusions, the Company’s Chief Executive Officer asked Mr. Kalvoda whether he would be willing to defer his departure date until January 2023. Mr. Kalvoda responded that he would consider this request, which then led to negotiations of the terms under which Mr. Kalvoda would agree to this extended employment. The key points of negotiation relevant to his willingness to consider a later departure date were as follows:

•Under the terms of his employment agreement, Mr. Kalvoda was entitled to receive an equity award of shares of restricted stock on June 1, 2022, in an amount equal to his base salary ($500,000), of which 25% of these shares (or 4,766 shares) of restricted stock would vest on April 1, 2023.

•Mr. Kalvoda then currently held 18,312 shares of restricted stock scheduled to vest on April 1, 2023, 12,524 shares of restricted stock scheduled to vest on April 1, 2024, and 2,964 shares of restricted stock scheduled to vest on April 1, 2025.

•A departure in late January 2023, was only two months from April 1, 2023 when 23,078 shares of restricted stock that Mr. Kalvoda held would otherwise vest (inclusive of the 4,766 shares of restricted stock from the June 1, 2022 grant).

Mr. Kalvoda’s position was that it was inequitable that he work eight additional months and forfeit all unvested shares of restricted stock, when he could instead simply extend his employment an additional two months until April 1, 2023 and receive the benefit of the vesting of 23,078 shares of restricted stock. Therefore, if he was willing to defer his departure date by eight months, he may just as well defer the date for ten months and receive the benefit of the April 1, 2023 vesting of additional shares of restricted stock. However, the Company did not want Mr. Kalvoda's employment to linger past the point when the Company had transitioned to a new Chief Financial Officer, estimated to occur in early 2023. Moreover, if the Company agreed to the later April 1, 2023 departure date, it would be responsible for almost $150,000 of additional compensation expense in the form of salary, bonus, employee benefits, and associated payroll taxes, arising from Mr. Kalvoda's extended months of employment, which the Company did not want to incur.

The Company's Chief Executive Officer negotiated with Mr. Kalvoda on the terms of the transition, primarily focused on the timeline and vesting of restricted stock. Upon the conclusion of these negotiations, the Company's Chief Executive Officer recommended to the Board that it approve the following terms for the Transition Agreement:

•Mr. Kalvoda would continue his employment with the Company through January 15, 2023.

•Mr. Kalvoda's outstanding unvested restricted stock would vest on January 15, 2023, so long as he remained employed in good standing with the Company through that date.

•Mr. Kalvoda would forego and not be entitled to receive his June 1, 2022 equity award of shares of restricted stock.

•Mr. Kalvoda would be eligible to earn a pro rata cash incentive bonus for fiscal 2023.

The Board reviewed the proposed terms, focusing on the underlying financial costs, the Chief Financial Officer succession and transition timeline, stockholder confidence, and the tasks required to successfully close the Heartland Ag acquisition. Following these deliberations, the Company's Board believed that it was in the best interests of the Company and its stockholders to reach an acceptable agreement with Mr. Kalvoda for his continued employment as Chief Financial Officer until January 2023, and to garner his full support and cooperation during this critical period for the Company. In approving the Transition Agreement, the Board determined that these Company and stockholder interests outweighed the comparatively modest incremental benefits provided to Mr. Kalvoda under the terms of the Transition Agreement.

Our Compensation Committee values feedback from our stockholders and has been focused on better understanding the concerns and perspectives of our stockholders that led to the lower level of support for the 2023 say-on-pay vote. Our senior executive team regularly meets, and will continue to regularly meet, with our stockholders to discuss business topics, seek feedback on our performance, and address other matters, including executive compensation. Specifically, the Company engaged in discussions with five of its larger outside stockholders (owning approximately 15% of the Company's outstanding common stock) to discuss the lower level of support for the Company's 2023 say-on-pay proposal, to explain the facts and circumstances surrounding the Company entering in the Transition Agreement with Mr. Kalvoda, and to enable the stockholders to express any concerns with the Company's executive compensation program. These stockholders did not express general concerns with the Company's executive compensation program, although some of the stockholders indicated that they had considered the proxy advisors' "against" vote recommendation for the 2023 say-on-pay proposal as an additional data point in making their voting decision.

In these discussions, the stockholders expressed appreciation to the Company's executives for the engagement opportunity and the additional context provided for Mr. Kalvoda's departure and the Board's decision to approve the Transition Agreement. During these discussions, the stockholders stated that they would reach out to the Company if they had concerns with the 2024 say-on-pay proposal, or at any other time to discuss the Company's executive compensation program. The Company's executive team welcomes any such future engagement with its stockholders.

In sum, we believe that the lower level of support for the Company's executive compensation was related to the single matter of the acceleration of Mr. Kalvoda's restricted stock, which was deemed a problematic pay practice by the proxy advisory firms and resulted in their "against" vote recommendation for the 2023 say-on-pay proposal. As the discussion above illustrates, Mr. Kalvoda's transition was a one-time event implicating a unique set of business considerations. The Board made a reasoned and well-informed decision, in furtherance of the best interests of the stockholders.

In evaluating our compensation practices during fiscal 2024, the Compensation Committee was mindful that, notwithstanding the lower than desired say-on-pay vote at the 2023 Annual Meeting of Stockholders, other than dissatisfaction from a proxy advisory firm with the terms of our Transition Agreement with our former Chief Financial Officer, we have not heard concerns or received negative feedback from our stockholders about our compensation practices or philosophy as described in this Compensation Discussion and Analysis. As a result, the Compensation Committee retained our general approach to executive compensation in fiscal 2024, and continued to apply the same general principles and philosophy as in the prior fiscal years in determining executive compensation program.

Going forward, our Compensation Committee will continue to monitor our stockholders' views with respect to our executive compensation practices and will take those views into account when making decisions regarding executive compensation.

Compensation Philosophy

We recognize that top talent is valuable to the Company and our stakeholders. Our compensation programs need to be structured in a way that allows us to attract, retain, and motivate leaders who help us achieve our objectives. The primary objectives of our executive compensation programs are stated as follows:

•attracting qualified and talented executives who can provide the appropriate leadership to our Company;

•retaining executives who have the critical skills necessary to achieve our strategic and operational objectives; and

•motivating our executives to drive outstanding Company performance.

We believe that the achievement of these stated objectives, through well-designed compensation programs, serve the long-term interests of our investors and other stakeholders.

The following principles guide the design of our compensation programs:


Guiding Principle						Titan Philosophy/Approach
Pay for performance						Our compensation programs are designed to align executive compensation with the Company’s overall performance and business strategy. The design of our cash incentive compensation is based on objective financial performance metrics that we believe provide a direct link to the creation of stockholder value. We support a pay for performance philosophy by significantly emphasizing variable or at-risk compensation in the overall executive compensation program.
Alignment with stockholders						Our long-term incentives are delivered in the form of equity to provide executives with a direct interest in the performance of our stock. We have adopted and implemented stock ownership guidelines for our executives, which reinforces this principle.
Provide leadership stability and continuity						Our compensation programs are designed to reward commitment of our executives to the Company. We recognize that the stability of the leadership team enhances our business.
Be competitive						We conduct market pay analyses to ensure the compensation we pay our executives is competitive in terms of the elements and mix of pay, program design and resulting actual levels of pay.
Reflect factors of role and individual performance						We use the information from market pay analyses and apply it to the individual situation of each of our executives to ensure we are compensating for the executive’s level of responsibility and the executive’s skills and performance in that role.

Compensation Program Design

Our compensation programs consist of the following forms of compensation: base salary, annual cash incentive plan, and long-term equity awards.

•Base Salary- Base salary is the fixed element of each executive’s cash compensation. Base salary aids in attracting and retaining talented executives.

•Annual Cash Incentive Plan- The annual cash incentive plan provides for cash awards to eligible employees based on achievement of financial performance goals for the fiscal year. The annual incentive plan motivates participating executives to achieve financial performance goals by making their cash awards variable and dependent upon the Company’s annual financial performance.

•Long-Term Equity Awards - The Company provides long-term incentives consisting of equity awards, which may be time-based or performance-based. These equity awards are designed to motivate executives to focus on creating stockholder value over the longer term. These long-term awards also aid in the retention of our executives.

Our Compensation Committee engages in an ongoing review of the design of our compensation programs to evaluate whether they remain consistent with our compensation philosophy and reflect what the Compensation Committee believes to be best practices among our peer group and the broader market.

Risk Mitigation

As discussed above, the Compensation Committee annually reviews and seeks to address risks arising out of the Company’s executive compensation program.The Compensation Committee strives to implement an executive compensation program that is simple and transparent, and devoid of perks and other benefits not provided to all employees.The Compensation Committee has established a cap on the amount eligible to be earned by each executive under the Company's annual cash incentive program, with no additional cash bonus being payable upon the achievement of greater than the established maximum goal for each financial metric that is part of the annual cash incentive program.The Compensation Committee has developed and monitors minimum stock ownership guidelines for executives, aligning the interests of executives with stockholders. In addition, further supporting risk mitigation, the Board has adopted a robust anti-hedging/pledging policy and a clawback policy compliant with SEC regulations.

Fiscal 2024 Executive Compensation as Compared to our Peer Group

In fiscal 2024, the Compensation Committee did not engage a compensation consultant to perform a formal compensation study. However, the Compensation Committee reviewed the publicly reported compensation of the executive officers of our peer group, and compared this data to the target total direct compensation of our named executive officers, consisting of base salary, annual performance cash bonus, and the grant date fair value of restricted stock equity awards. The results of the peer group comparison are considered important and informative by the Compensation Committee. However, the Compensation Committee does not target compensation at a particular benchmark of the peer group analysis or otherwise make any determination of, or change to, compensation in reaction to market data alone. Rather, the Compensation Committee uses this information as one of several considerations to make its judgments and determinations of appropriate compensation levels for our named executive officers.

During fiscal 2025, the Compensation Committee approved the retention of an independent compensation consultant to provide analysis and recommendations on the Company's peer group, the Company’s executive compensation program, and the Company's non-employee director compensation program.

Role of Compensation Committee and Executive Officers in Setting Compensation

Our Compensation Committee sets the compensation for our named executive officers, subject to full Board ratification of the compensation for our Chief Executive Officer. The named executive officers do not make recommendations or participate in the discussions and decisions respecting their own compensation. Mr. Knutson provides input to the Compensation Committee on compensation for the other named executive officers, as appropriate.

Consideration of Tax and Accounting Implications

In setting executive officer compensation, we are generally aware of the tax implications under Sections 162(m) and 409A of the Internal Revenue Code and compensation expense charges under ASC 718, Compensation Stock-Compensation, and we may consider these factors when making future compensation decisions. Section 162(m) of the Internal Revenue Code generally imposes a $1 million cap on the deductibility of compensation paid to certain executive officers of a publicly held corporation during a year. Since the enactment of the Tax Cuts and Jobs Act, the executive officers to whom Section 162(m) applies include our Chief Executive Officer and Chief Financial Officer, the next three most highly compensated executive officers, and any employee who was a “covered employee” for any preceding taxable year beginning after December 31, 2016. Further, the Tax Cuts and Jobs Act eliminated the “qualified performance-based compensation” exception to Section 162(m). Thus, it is expected that compensation deductions for any covered employee will be subject to a $1 million annual deduction limit (other than for certain compensation that satisfies requirements to be grandfathered under the new law). Although the deductibility of compensation is a consideration evaluated by the Compensation Committee, the Compensation Committee may determine to award compensation to a covered employee that is not deductible under Section 162(m), as the Compensation Committee deems appropriate.

Clawback Policy

In September 2023, the Board adopted a clawback policy for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements. This policy was designed to comply with Section 10D of the Securities Exchange Act of 1934 and the rules and standards adopted by the SEC or any securities exchange on which the Company's securities are then listed.

~~Stock Ownership Guidelines~~CORPORATE GOVERNANCE

~~In order to align~~Corporate Governance Highlights

We believe that good corporate governance promotes the ~~interests of senior officers and directors of the Company with the~~long-term interests of our stockholders, strengthens Board accountability, and leads to ~~promote our commitment~~stronger business performance. We are committed to ~~sound~~maintaining robust corporate governance practices and will evaluate these practices going forward on a regular basis. Our Principles of Corporate Governance can be found on our website at www.titanmachinery.com.

The following summarizes certain highlights of our governance policies and practices:

•Seven out of nine continuing directors and director nominees are independent; only non-independent directors are the current CEO and the former CEO

•Each of the Audit Committee, Governance/Nominating Committee and Compensation Committee is composed entirely of independent directors

•A Lead Independent Director, who has ~~adopted~~a significant and substantial role in Board and Company governance matters

•Independent directors meet regularly in private executive sessions without management or non-independent directors present

•Director attendance at 100% of Board and committee meetings in fiscal 2024

•Diverse Board in terms of gender, skills, experiences and qualifications

•Balance of new and experienced directors on Board

•Mandatory retirement from the Board at age 75

•Code of Ethics and Business Conduct applies to all employees, directors, consultants and officers

•Annual say-on-pay vote

•Robust stock ownership guidelines for senior officers and directors

•Risk oversight by full Board and committees

•Annual review of committee charters

•No stockholder rights plan (i.e., no “poison pill”)

•Insider Trading Policy prohibits hedging and pledging of Company securities

•Formal CEO evaluation process

•Annual Board evaluation

Board Leadership Structure

David J. Meyer, our Chief Executive Officer through January 31, 2024, serves as the Executive Chairman of the Board of Directors. Mr. Meyer is not independent due to his former role as CEO and the one-year continuation of employment as Executive Chairman. Although not independent, the Board believes that Mr. Meyer's continued service as Executive Chairman of the Board of Directors is in the best interests of the Company ~~(the “Stock Ownership Guidelines”). The Stock Ownership Guidelines require~~and its stockholders. Mr. Meyer possesses unique familiarity with the Company's history, business and industry, making him capable of effectively leading operational and strategic discussions among directors of diverse backgrounds and experience. Mr. Meyer is able to prioritize the Board's agenda items, to identify issues to bring to the Board, and, together with our current Chief Executive Officer, to lead the development of the Board’s strategic plans.

Our governance structure requires the appointment of a Lead Independent Director, that all members of our standing committees be independent, and that the ~~officers~~independent directors of the ~~Company listed below~~Board and the committees of the Board hold regular executive sessions outside the ~~following dollar value~~presence of ~~shares~~the Executive Chairman, our Chief Executive Officer and other management. Stan Erickson, an independent director, was selected by the Board to serve as the Lead Independent Director as required under our Principles of ~~our Common~~Corporate Governance for fiscal 2024. The Lead Independent Director has the responsibility of presiding at all executive sessions of the Board, consulting with the Executive Chair and Chief Executive Officer on Board and committee meeting agendas, maintaining frequent contact with the Chief Executive Officer, reviewing and communicating results of the annual Board self-evaluation, advising the Executive Chair and Chief Executive Officer on the efficiency of the Board meetings, assisting in extending invitations to prospective directors, and facilitating teamwork and communication among the non-employee directors and management.

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Independence

Our Board has determined that seven of our nine current directors are independent directors, as defined by Rule 5605(a)(2) of the listing standards of the Nasdaq Stock ~~during their employment~~Market. The seven current independent directors are: Frank Anglin, Tony Christianson, Stan Erickson, Christine Hamilton, Jody Horner, Richard Lewis, and Richard Mack. In making this determination, the Board considered the analysis and recommendations of the Governance/Nominating Committee, as well as any related person transactions and other relationships with the ~~Company:~~Company.

Committees of the Board


Audit Committee	Governance/Nominating Committee	Compensation Committee
Richard Mack (Chair)	Christine Hamilton (Chair)	Jody Horner (Chair)
Stan Erickson	Frank Anglin	Frank Anglin
Christine Hamilton	Tony Christianson	Tony Christianson
Jody Horner

Audit Committee

• The Audit Committee acts pursuant to a written charter. The charter, which is reviewed annually by the Audit Committee, may be amended upon approval of the Board. The Audit Committee charter is available under "Corporate Governance" on the "Investor Relations" page of our website at ~~Chief Executive Officer - 3x annual base salary~~www.titanmachinery.com. Among other matters, our Audit Committee:

•~~Chief Financial Officer~~assists the Board in fulfilling its oversight responsibility to our stockholders and ~~President/Chief Operating Officer - 2x annual base salary~~other constituents with respect to the integrity of our financial statements;

•~~All other executive leadership team members - 50%~~appoints and has oversight over our independent auditors, approves the compensation of ~~annual base salary~~our independent auditors, reviews the independence and the experience and qualifications of our independent auditors' lead partner, and pre-approves the engagement of our independent auditors for audit and permitted non-audit services;

~~In addition,~~•meets with the ~~Stock Ownership Guidelines require that each non-employee~~independent auditors and reviews the scope and significant findings of audits and meets with management and internal financial personnel regarding these findings;

•reviews the performance of our independent auditors;

•discusses with management, the director of internal audit, and our independent auditors the ~~Company must hold shares~~adequacy and effectiveness of ~~Common Stock with a dollar value equal to four times~~our financial and accounting controls, practices and procedures, the ~~annual cash retainer paid to non-employee directors (excluding, for purposes~~activities and recommendations of ~~this calculation, any cash retainer paid to a non-employee director for purposes of serving as the lead independent director or as a committee chair). Also, to further align director~~our auditors and ~~stockholder interests,~~ our ~~restricted stock award agreements with our non-employee directors require that the restricted stock received thereunder must be held by the non-employee director~~reporting policies and not sold during his or her term of service as a director, provided that, under the terms of the Non-Employee Director Compensation Plan, a director is permitted to sell a number of shares of Common Stock sufficient to cover statepractices, and ~~federal tax liabilities arising from the current year's vesting of such Director's restricted stock award at the highest applicable federal and state marginal tax rates (not to exceed 50%).~~

•prepares the audit committee report required by the SEC rules to be included in our annual ~~basis regarding the stock ownership levels~~proxy statement.

Our independent auditors, Chief Financial Officer, Director of Internal Audit, General Counsel, and management have regular contact with our ~~senior officers and directors. In connection with receipt and consideration of such~~Audit Committee. The Audit Committee regularly reports ~~the Board expects~~ to ~~see meaningful progress towards the achievement of the Stock Ownership Guidelines as compared to ownership by our senior officers and directors as of the date of the previous report.~~

Each of the officers and directors of the Company subject to the Stock Ownership Guidelines is afforded a reasonable period of time to achieve these minimum ownership levels. As of April 25, 2023, all executive officers and directors, other than Mr. Anglin who joined our Board ~~as of February 1, 2022~~regarding its actions, decisions and Mr. Larsen who became our CFO on December 1, 2022, have satisfied the Stock Ownership Guidelines. Mr. Anglin and Mr. Larsen are making meaningful progress toward meeting the requirements of the Stock Ownership Guidelines.

~~Trading Restrictions and Hedging Policy~~

Our insider trading policy prohibits our directors and officers from trading our securities on a short-term basis and requires that any of our Common Stock purchased in the open market be held for a minimum of six months. This policy also requires that directors and officers not "pledge" or "sell short" our Common Stock or buy or sell put or call options on our Common Stock. In addition, pursuant to this policy, we also prohibit directors, officers and employees from engaging in any speculative transactions or hedging transactions with respect to Company securities, including forward sale or purchase contracts, equity swaps, collars and exchange funds.

~~SUSTAINABILITY~~

~~Health and Safety~~

We believe it is our responsibility to maintain a safe and healthy workplace in each of our business locations and to seek to make continuous improvements in this area. We strive to embed safety into every level of the organization as a top priority. We ensure that safety performance data is tracked, aggregated, and reviewed on an ongoing basis. Our department of Human Resources oversees our health and safety programs for our workplaces.

Our corporate safety team collects data on recordable injury rates, serious injury rates, and near misses from each of our facilities, and engages in a root cause analysis and identifies corrective action to reduce the risk of future occurrences. ~~This data is reviewed at least monthly by the executive leadership team and shared with the Board on a quarterly basis. Regular safety meetings are held at our facilities for store employees.~~recommendations.

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~~We are also committed to improving~~ Our Board of Directors determined that the ~~health~~following members who served on the Audit Committee in fiscal 2024 qualified as an "audit committee financial expert" (as defined under SEC rules): Stan Erickson, Christine Hamilton, Jody Horner, and ~~well-being~~Richard Mack. Each member of our ~~employees. Our U.S. wellness program~~Audit Committee satisfies the Nasdaq Stock Market independence standards and the independence standards of Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended. Each member of our Audit Committee during fiscal 2024 possessed the financial qualifications required of audit committee members set forth in the Nasdaq Stock Market listing rules.

The Audit Committee met eight times in fiscal 2024.

Governance/Nominating Committee

The Governance/Nominating Committee acts pursuant to a written charter. The charter, which is ~~continuously evolving to better educate, motivate and reward~~reviewed annually by the Governance/Nominating Committee, may be amended upon approval of the Board. The Governance/Nominating Committee charter is available under "Corporate Governance" on the "Investor Relations" page of our ~~employees for maintaining and achieving healthy lifestyles.~~

~~Environmental Sustainability~~website at

We work to be a positive force in protecting the environment by continually looking for ways to conserve water, minimize energy consumption, lower emissions and reduce waste, and safely handle hazardous substances. As we design, build and operate our stores and other facilities, and purchase vehicles, we are focused on conserving natural resources.

As a retail distributor, we do not make the products we sell. However, we are in a position to collaborate with and encourage our suppliers to develop equipment that is more energy efficient and has lower emissions of greenhouse gases. We believe that our primary supplier of equipment, CNH Industrial, is a global leader in environmental sustainability, and we share its values in this area. We believe that CNH Industrial has been at the forefront of sustainable product innovation as evidenced by its introduction of advanced precision solutions to our customers in order to allow them to maximize their acreage yields, while reducing the use of fuel, fertilizer, chemicals, water, and other crop inputs.

~~Community Engagement~~

~~Commitment to Inclusive Workplace~~The duties and ~~an Ethical Culture~~

We are committed to an inclusive workplace where all employees are valued and have the opportunity to reach their full potential. We utilize a variety of initiatives across our footprint to recruit minorities, women, and veterans, as we attempt to diversify our workforce and to ensure that it is representativeresponsibilities of the ~~communities where we conduct business. We know that having a diverse workforce is not enough, we also need to build a culture of inclusion that leverages~~Governance/Nominating Committee include the strengths of all of our employees. From new hire orientation to management and leadership training provided through an online portal accessible to all employees, we are focused on developing global mindsets, breaking unconscious biases and demonstrating the business case for diversity across the organization. Our Compensation Committee has included, as part of its core agenda, an annual review of our diversity and inclusion strategy. Our Compensation Committee is focused on seeing continuous improvements by the Company in these areas.

We conduct periodic employee engagement surveys designed to measure organizational culture, monitor overall employee engagement, identify actions that can be taken to improve our employee engagement and motivation, and to take steps to improve employee retention. We welcome and value this transparent process and are committed to empowering our employees to express their views on relevant workplace matters. ~~In addition,~~ we collect data from employee exit surveys to assist in determining the reasons for voluntary employee departures. Management discloses to the Compensation Committee the results of our employee engagement surveys and employee turnover data.

In every business decision and transaction, we endeavor to act ethically – and we expect our employees and business partners to share in this effort. This means conducting business with integrity, while complying with all laws, rules and standards of conduct that apply to us in the many countries where we do business. We promote our commitment to ethics and compliance among our global workforce through our Code of Ethics and related policies, and training programs. ~~Each employee annually signs an acknowledgement affirming the employee's awareness of our Code of Ethics and related policies.~~

~~Corporate Responsibility/ESG Oversight~~

~~Corporate responsibility and ESG matters play an important role at Titan. The Board and its committees are actively involved in overseeing our corporate responsibility initiatives.~~following:

•Makes recommendations to the Board regarding candidates for directorships;

•Reviews the independence of our directors under applicable SEC and Nasdaq rules, and advises the Board accordingly;

•Establishes desired director attributes, skills, and diversity;

•Reviews and makes recommendations to the Board regarding the size of the board, and organization and membership of our committees;

•Oversees executive management succession planning;

•Oversees the Company’s practices and strategies related to environmental, climate and sustainability matters;

•Oversees matters related to the Company’s community and social impact, other than those matters subject to the oversight of the Compensation Committee;

•Reviews and oversees the annual preparation of the Company’s Corporate Statement on Sustainability;

•Annually reviews with management the Company’s compliance programs and related matters;

•Annually reviews the Company’s corporate charitable and political contributions to ensure alignment with Company policies and values;

•Reviews, approves and oversees all related party transactions; and

When selecting candidates for recommendation to the Board, the Governance/Nominating Committee will consider the attributes of the candidates and the needs of the Board and its committees and will review all candidates in the same manner, regardless of the source of the recommendation, including nominees proposed by stockholders. In ~~fiscal 2023,~~evaluating director nominees, a candidate should have certain minimum qualifications, including the ~~charte~~ability to read and understand basic financial statements, familiarity with our business and industry, high moral character and mature judgment, and the ability to work collegially with others. In addition, factors such as the following are considered:

•rdiversity of the Board;