Titan International, Inc. has awarded its President and Chief Executive Officer, Paul G. Reitz, $2.3 million in deferred compensation. The company disclosed this arrangement in a Form 8-K filed with the U.S. Securities and Exchange Commission on October 13, 2026, raising questions about the timing of executive payouts and the structure of the funding vehicle.
The deferred compensation arrangement, referred to as the Plan, was entered into on October 13, 2026. Payment of the full $2.3 million will not begin until 2030. Once that date arrives, Reitz may elect to receive the funds either as a lump sum or in installments, according to the terms of the Plan. The Compensation Committee of Titan International's Board of Directors and the full Board approved the Plan and the associated Trust Agreement on October 12, 2026.
To fund these obligations, Titan International established an irrevocable rabbi trust on October 13, 2026. The company will contribute approximately 332,370 shares of its common stock to the trust. This contribution is valued at approximately $2.3 million based on the average of the high and low trading prices of Titan International's common stock on the New York Stock Exchange on October 13, 2026. The company has agreed to make additional contributions to the trust from time to time if required by the Plan.
The trust structure provides specific protections and limitations for both the company and the executive. The assets held in the trust remain subject to the claims of Titan International's general creditors in the event of insolvency. Consequently, Reitz does not have a preferred claim on, or a beneficial ownership interest in, the trust assets. His rights under the Plan and Trust Agreement are unsecured contractual rights against the company. If the trust assets are insufficient to satisfy the amounts due under the Plan, Titan International remains obligated to pay the balance directly.
The Trustee will make payments to Reitz and his beneficiaries in accordance with the payment provisions of the Plan. However, Titan International may elect to pay benefits due under the Plan directly rather than through the trust. All rights associated with the trust assets, including voting rights for the shares held by the trust, will be exercised by the Trustee; Reitz may not exercise these rights himself. The trust will terminate when Reitz and his beneficiaries are no longer entitled to benefits under the Plan, at which point any remaining assets will revert to Titan International.
The Form 8-K filing notes that the descriptions of the Plan and Trust Agreement are not complete and are qualified by reference to the full agreements. Copies of these documents are filed as exhibits to the report and incorporated by reference. The report was signed by Paul G. Reitz as Principal Executive Officer on October 16, 2026.