CEO Bryan Knutson was paid $1,535,836 in fiscal year 2026, ↑ up 32.2% from fiscal year 2025, the 8th percentile of its disclosed peer group (SEC filing 0001628280-26-028177 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$1,535,836 ↑ Bryan Knutson total, FY2026 | 8th CEO pay percentile vs peers | — CEO-to-median pay ratio | 95.38% Say-on-pay support, latest vote |
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TITN's next annual pay disclosure, estimated May 6, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Bryan Knutson | $575,000 | $0 | $574,995 | $0 | $373,851 | $0 | $11,990 | $1,535,836 |
| President & Chief Executive Officer | ||||||||
| Robert Larsen | 450,000 | 0 | 449,997 | 0 | 234,063 | 0 | 11,750 | 1,145,810 |
| Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2026 total | FY2025 total | FY2024 total | Δ FY2025→2026 |
|---|---|---|---|---|
| Bryan Knutson | $1,535,836 | $1,161,858 | $1,376,411 | ↑ +373,978 |
| Robert Larsen | 1,145,810 | 901,595 | 1,103,389 | ↑ +244,215 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses TITN in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named TITN in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.
| Executive | Role | FY2026 total |
|---|---|---|
| Bryan Knutson | CEO | $1,535,836 |
| Robert Larsen | CFO | $1,145,810 |
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2026 total |
|---|---|---|
| Christine Hamilton | Independent Director | $145,000 |
| David Meyer | Chair of the Board | $203,545 |
| Frank Anglin | Independent Director | $135,000 |
| Jody Horner | Lead Independent Director | $145,000 |
| Richard Lewis | Independent Director | $135,000 |
| Richard Mack | Independent Director | $160,000 |
| Stan Erickson | Former director (through FY2026) | $150,000 |
| Tony Christianson | Independent Director | $135,000 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Robert Larsen | RSU | 2025-06-02 | — | — | 24,311 | — | $449,997 |
| Bryan Knutson | RSU | 2025-06-02 | — | — | 31,064 | — | 574,995 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Robert Larsen | $449,997 | $0 | $0 | 0.0% |
| Bryan Knutson | 574,995 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Bryan Knutson | PSU | 1,437,500 | — | $30,590,000 |
| Robert Larsen | PSU | 900,000 | — | 19,152,000 |
| Bryan Knutson | RSU | 143,750 | — | 3,059,000 |
| Robert Larsen | RSU | 90,000 | — | 1,915,200 |
The Company's compensation programs are designed to attract, retain, and motivate leaders by aligning executive compensation with the Company's overall performance and business strategy. The program emphasizes variable or at-risk compensation to link pay to objective financial performance metrics and stockholder value creation, while providing leadership stability and competitive market pay.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Mercer LLC |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-08 | 19,510,725 | 944,273 | 8,253 | 95.38% | Passed |
| 2025 | 2025-06-02 | 18,171,586 | 1,669,170 | 16,615 | 91.59% | Passed |
| 2024 | 2024-06-03 | 17,372,407 | 601,738 | 25,306 | 96.65% | Passed |
| 2023 | 2023-06-05 | 10,312,558 | 7,279,721 | 32,267 | 58.62% | Passed |
| 2022 | 2022-06-06 | 16,455,028 | 642,555 | 44,277 | 96.24% | Passed |
| 2021 | 2021-06-07 | 18,580,065 | 216,617 | 45,298 | 98.85% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-08 | 95.38%a |
| 2025 | 2025-06-02 | 91.59%b |
| 2024 | 2024-06-03 | 96.65%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| David MeyerNot independent · Board Chair | $95,000 | $108,545 | — | — | — | $203,545 |
| Richard MackIndependent · Audit (Chair) | 80,000 | 80,000 | — | — | — | 160,000 |
| Stan EricksonIndependent · Audit · Not standing for re-election · Departed during FY | 70,000 | 80,000 | — | — | — | 150,000 |
| Christine HamiltonIndependent · Audit · Nominating and Governance (Chair) | 65,000 | 80,000 | — | — | — | 145,000 |
| Jody HornerIndependent · Lead Independent Director · Audit · Compensation (Chair) | 65,000 | 80,000 | — | — | — | 145,000 |
| Richard LewisIndependent · Nominating and Governance · Compensation | 55,000 | 80,000 | — | — | — | 135,000 |
| Tony ChristiansonIndependent · Nominating and Governance · Compensation | 55,000 | 80,000 | — | — | — | 135,000 |
| Frank AnglinIndependent · Nominating and Governance · Compensation | 55,000 | 80,000 | — | — | — | 135,000 |
| Bryan KnutsonEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $55,000 |
|---|---|
| Annual equity retainer | $80,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 25,000 / 10,000 / 10,000 |
| Stock ownership guideline | $4 |
| Component | FY2026 |
|---|---|
| Cash retainers and fees | $540,000 |
| Equity awards (grant-date value) | $668,545 |
| All other compensation | $0 |
| Total cost of the board | $1,208,545 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Titan Machinery names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Titan Machinery.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Rush Enterprises, Inc. | 2025 | Joyce Mullen | $1,000,000 | $8,085,326 | $0 | $1,383,000 | $10,498,947 |
| 2 | GATX Corporation | 2025 | Robert Lyons | 991,667 | 2,281,830 | 2,302,105 | 1,012,093 | 8,178,380 |
| 3 | Applied Industrial Technologies, Inc. | 2026 | Neil Schrimsher | 1,025,000 | 3,718,060 | 1,387,972 | 1,334,345 | 7,699,136 |
| 4 | Monro, Inc. | 2026 | Peter Fitzsimmons | 290,769 | 3,802,400 | 0 | 107,251 | 6,539,830 |
| 5 | MarineMax, Inc. | 2025 | W. Brett McGill | 1,025,000 | 4,510,002 | 0 | 727,680 | 6,270,195 |
| 6 | MSC Industrial Direct Co., Inc. | 2025 | Erik Gershwind | 871,411 | 3,549,966 | 0 | 1,425,750 | 5,873,837 |
| 7 | The Manitowoc Company, Inc. | 2025 | Aaron Ravenscroft | 1,005,385 | 3,184,407 | 0 | 785,255 | 5,052,437 |
| 8 | DXP Enterprises, Inc. | 2025 | David Little | 808,500 | 1,856,223 | — | 1,617,000 | 4,594,369 |
| 9 | Alamo Group, Inc. | 2025 | Robert Hureau | 296,250 | 3,544,080 | 0 | 451,250 | 4,526,676 |
| 10 | Alta Equipment Group Inc. | 2025 | Ryan Greenawalt | 846,393 | 2,243,625 | 0 | 682,500 | 3,794,312 |
| 11 | Titan International, Inc. | 2025 | Paul Reitz | 976,981 | 709,600 | 0 | 0 | 2,446,411 |
| 12 | Titan Machinery | 2026 | Bryan Knutson | 575,000 | 574,995 | 0 | 373,851 | 1,535,836 |
| 13 | Camping World Holdings, Inc. | 2025 | Matthew Wagner | 300,000 | — | — | 925,114 | 1,282,701 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Titan Machinery | not disclosed | Restricted Stock 100 | not disclosed | Mercer LLC |
| Alamo Group, Inc. | not disclosed | not disclosed | not disclosed | Pay Governance, LLC |
| Alta Equipment Group Inc. | not disclosed | not disclosed | not disclosed | FW Cook |
| Applied Industrial Technologies, Inc. | not disclosed | PSU 50 · Options 25 · RSU 25 | No | Pay Governance |
| Camping World Holdings, Inc. | not disclosed | not disclosed | not disclosed | Meridian |
| DXP Enterprises, Inc. | not disclosed | PRSU 100 | not disclosed | NFP Compensation Consulting |
| GATX Corporation | not disclosed | not disclosed | not disclosed | Pay Governance LLC |
| MarineMax, Inc. | not disclosed | PBRSU 60 · TBRSU 40 | not disclosed | Compensation Advisory Partners |
| Monro, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| MSC Industrial Direct Co., Inc. | 95% | PSU 50 · RSU 50 | No | FW Cook |
| Rush Enterprises, Inc. | 92.2% | PSU 60 · RSU 40 | Yes — Relative Total Shareholder Return (rTSR) | Meridian Compensation Partners, LLC |
| The Manitowoc Company, Inc. | not disclosed | PSU 50 · RSU 50 | not disclosed | Willis Towers Watson (WTW) |
| Titan International, Inc. | not disclosed | RSU 100 | not disclosed | Pay Governance |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Bryan Knutson | DEF 14A | 2026-04-29 | 0001628280-26-028177 | Section “Executive Compensation”. As printed: 1,535,836. Filing ↗machine: r2 · c36 · span 431601–431610 |
| 2 | Section 01, Robert Larsen | DEF 14A | 2026-04-29 | 0001628280-26-028177 | Section “Executive Compensation”. As printed: 1,145,810. Filing ↗machine: r6 · c36 · span 438273–438282 |
| 3 | Section 03, Robert Larsen RSU | DEF 14A | 2026-04-29 | 0001628280-26-028177 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 4 | Section 03, Bryan Knutson RSU | DEF 14A | 2026-04-29 | 0001628280-26-028177 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 5 | Section 08, David Meyer | DEF 14A | 2026-04-29 | 0001628280-26-028177 | Section “Director Compensation”. As printed: 203,545. Filing ↗machine: span 229578–229834 |
| 6 | Section 08, Richard Mack | DEF 14A | 2026-04-29 | 0001628280-26-028177 | Section “Director Compensation”. As printed: 160,000. Filing ↗machine: span 228090–228396 |
| 7 | Section 08, Stan Erickson | DEF 14A | 2026-04-29 | 0001628280-26-028177 | Section “Director Compensation”. As printed: 150,000. Filing ↗machine: span 222679–222985 |
| 8 | Section 08, Christine Hamilton | DEF 14A | 2026-04-29 | 0001628280-26-028177 | Section “Director Compensation”. As printed: 145,000. Filing ↗machine: span 223987–224243 |
| 9 | Section 08, Jody Horner | DEF 14A | 2026-04-29 | 0001628280-26-028177 | Section “Director Compensation”. As printed: 145,000. Filing ↗machine: span 225387–225693 |
| 10 | Section 08, Richard Lewis | DEF 14A | 2026-04-29 | 0001628280-26-028177 | Section “Director Compensation”. As printed: 135,000. Filing ↗machine: span 226689–226945 |
| 11 | Section 08, Tony Christianson | DEF 14A | 2026-04-29 | 0001628280-26-028177 | Section “Director Compensation”. As printed: 135,000. Filing ↗machine: span 221277–221533 |
| 12 | Section 08, Frank Anglin | DEF 14A | 2026-04-29 | 0001628280-26-028177 | Section “Director Compensation”. As printed: 135,000. Filing ↗machine: span 219971–220277 |
| 13 | Section 08, Bryan Knutson | DEF 14A | 2026-04-29 | 0001628280-26-028177 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 14 | Section 06, 2026 vote | Form 8-K | 2026-06-09 | 0001628280-26-041798 | Item 5.07 · say-on-pay result. As reported: 95.38% (votes for as printed: 19,510,725). Filing ↗ |
| 15 | Section 06, 2025 vote | Form 8-K | 2025-06-03 | 0001409171-25-000047 | Item 5.07 · say-on-pay result. As reported: 91.59% (votes for as printed: 18,171,586). Filing ↗ |
| 16 | Section 06, 2024 vote | Form 8-K | 2024-06-04 | 0001409171-24-000059 | Item 5.07 · say-on-pay result. As reported: 96.65% (votes for as printed: 17,372,407). Filing ↗ |
| 17 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 18 | Section 03b vehicle mix (computed) | Computed | — | — | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 19 | Section 09b board cost (computed) | Computed | — | — | Cash 540,000 + equity 668,545 + all other 0 = 1,208,545, summed across the director compensation table rows.machine: formula: Σ = 1,208,545 |
| 20 | Rush Enterprises, Inc., Section 10b CEO total | DEF 14A | 2026-04-02 | 0000932696-26-000029 | CEO total compensation as printed in Rush Enterprises, Inc.'s own proxy. As printed: 10,498,947. Filing ↗machine: r2 · c21 · span 782672–782682 |
| 21 | GATX Corporation, Section 10b CEO total | DEF 14A | 2026-03-13 | 0001104659-26-027377 | CEO total compensation as printed in GATX Corporation's own proxy. As printed: 8,178,380. Filing ↗ |
| 22 | Applied Industrial Technologies, Inc., Section 10b CEO total | DEF 14A | 2026-09-10 | 0001193125-26-387870 | CEO total compensation as printed in Applied Industrial Technologies, Inc.'s own proxy. As printed: 7,699,136. Filing ↗machine: r3 · c31 · span 710791–710800 |
| 23 | Monro, Inc., Section 10b CEO total | DEF 14A | 2026-07-02 | 0001193125-26-293555 | CEO total compensation as printed in Monro, Inc.'s own proxy. As printed: 6,539,830. Filing ↗machine: r4 · c39 · span 623569–623578 |
| 24 | MarineMax, Inc., Section 10b CEO total | DEF 14A | 2026-01-21 | 0001193125-26-017915 | CEO total compensation as printed in MarineMax, Inc.'s own proxy. As printed: 6,270,195. Filing ↗machine: span 881638–881647 |
| 25 | MSC Industrial Direct Co., Inc., Section 10b CEO total | DEF 14A | 2025-12-11 | 0001003078-25-000174 | CEO total compensation as printed in MSC Industrial Direct Co., Inc.'s own proxy. As printed: 5,873,837. Filing ↗machine: t26 · r2 · c16 · span 209861–209870 |
| 26 | The Manitowoc Company, Inc., Section 10b CEO total | DEF 14A | 2026-03-20 | 0001193125-26-117619 | CEO total compensation as printed in The Manitowoc Company, Inc.'s own proxy. As printed: 5,052,437. Filing ↗machine: r2 · c6 · span 1205200–1205209 |
| 27 | DXP Enterprises, Inc., Section 10b CEO total | DEF 14A | 2026-04-30 | 0001628280-26-029008 | CEO total compensation as printed in DXP Enterprises, Inc.'s own proxy. As printed: 4,594,369. Filing ↗ |
| 28 | Alamo Group, Inc., Section 10b CEO total | DEF 14A | 2026-03-19 | 0000897077-26-000047 | CEO total compensation as printed in Alamo Group, Inc.'s own proxy. As printed: 4,526,676. Filing ↗machine: r4 · c27 · span 716275–716284 |
| 29 | Alta Equipment Group Inc., Section 10b CEO total | DEF 14A | 2026-04-15 | 0001193125-26-157108 | CEO total compensation as printed in Alta Equipment Group Inc.'s own proxy. As printed: 3,794,312. Filing ↗machine: r5 · c36 · span 997633–997642 |
| 30 | Titan International, Inc., Section 10b CEO total | DEF 14A | 2026-04-29 | 0000899751-26-000033 | CEO total compensation as printed in Titan International, Inc.'s own proxy. As printed: 2,446,411. Filing ↗machine: r2 · c30 · span 450247–450256 |
| 31 | Titan Machinery (subject), Section 10b CEO total | DEF 14A | 2026-04-29 | 0001628280-26-028177 | CEO total compensation as printed in Titan Machinery's own proxy. As printed: 1,535,836. Filing ↗machine: r2 · c36 · span 431601–431610 |
| 32 | Camping World Holdings, Inc., Section 10b CEO total | DEF 14A | 2026-04-09 | 0001104659-26-041491 | CEO total compensation as printed in Camping World Holdings, Inc.'s own proxy. As printed: 1,282,701. Filing ↗ |
| 33 | Section 10a, Rush Enterprises, Inc. reciprocity | DEF 14A | — | 0000932696-26-000029 | Rush Enterprises, Inc.'s most recent proxy was read; its disclosed peer group does not include Titan Machinery. Filing ↗ |
| 34 | Section 10a, Camping World Holdings, Inc. reciprocity | DEF 14A | — | 0001104659-26-041491 | Camping World Holdings, Inc.'s most recent proxy was read; its disclosed peer group does not include Titan Machinery. Filing ↗ |
| 35 | Section 10a, MSC Industrial Direct Co., Inc. reciprocity | DEF 14A | — | 0001003078-25-000174 | MSC Industrial Direct Co., Inc.'s most recent proxy was read; its disclosed peer group does not include Titan Machinery. Filing ↗ |
| 36 | Section 10a, MarineMax, Inc. reciprocity | DEF 14A | — | 0001193125-26-017915 | MarineMax, Inc.'s most recent proxy was read; its disclosed peer group does not include Titan Machinery. Filing ↗ |
| 37 | Section 10a, Applied Industrial Technologies, Inc. reciprocity | DEF 14A | — | 0001193125-26-387870 | Applied Industrial Technologies, Inc.'s most recent proxy was read; its disclosed peer group does not include Titan Machinery. Filing ↗ |
| 38 | Section 10a, Titan International, Inc. reciprocity | DEF 14A | — | 0000899751-26-000033 | Titan International, Inc.'s most recent proxy was read; its disclosed peer group does not include Titan Machinery. Filing ↗ |
| 39 | Section 10a, Alamo Group, Inc. reciprocity | DEF 14A | — | 0000897077-26-000047 | Alamo Group, Inc. names Titan Machinery in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 40 | Section 10a, Monro, Inc. reciprocity | DEF 14A | — | 0001193125-26-293555 | Monro, Inc.'s most recent proxy was read; its disclosed peer group does not include Titan Machinery. Filing ↗ |
| 41 | Section 10a, Alta Equipment Group Inc. reciprocity | DEF 14A | — | 0001193125-26-157108 | Alta Equipment Group Inc. names Titan Machinery in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 42 | Section 10a, The Manitowoc Company, Inc. reciprocity | DEF 14A | — | 0001193125-26-117619 | The Manitowoc Company, Inc.'s most recent proxy was read; its disclosed peer group does not include Titan Machinery. Filing ↗ |