Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) and (e) On September 30, 2022, Titan Machinery Inc. (the "Company")
announced the appointment of Robert Larsen, age 37, as the Company's Chief
Financial Officer and Treasurer, effective December 1, 2022. Mr. Larsen intends
to join the Company as an employee on or about November 1, 2022. The Company's
current Chief Financial Officer and Treasurer, Mark Kalvoda, will retain those
offices until the effective date of Mr. Larsen's appointment.
Since CNH Industrial's acquisition of Raven Industries, Inc. ("Raven
Industries") in November 2021, Mr. Larsen has served as the Head of Finance for
CNH Industrial's team focused on precision technology group, which group
includes the acquired agriculture business operations of Raven Industries. Prior
to joining CNH Industrial in connection with the acquisition, Mr. Larsen held
various positions at Raven Industries beginning in 2016, including as Director
of Finance - Ag Division and Director of Investor Relations from June 2018 to
November 2021 and as Assistant Controller, Manager of Investor Relations and
Director of External Reporting from March 2016 to June 2018. Mr. Larsen began
his career as an accountant with PricewaterhouseCoopers LLP, and is a Certified
Public Accountant. Mr. Larsen has earned a Bachelor of Business Administration
and a Master of Professional Accountancy each from the University of South
Dakota and a Master of Business Administration from The University of Chicago
Booth School of Business.
In connection with his appointment as the Company's Chief Financial Officer and
Treasurer, the Company entered into an Executive Employment Agreement with Mr.
Larsen on September 29, 2022 (the "Employment Agreement"). The Employment
Agreement has a rolling three-year term with automatic annual one-year
extensions (with such automatic extensions subject to termination by either the
Company or Mr. Larsen) running from February 1 through January 31 of each year,
with the initial term ending on January 31, 2026.
The Employment Agreement provides Mr. Larsen with (i) a starting annualized base
salary of $400,000, which base salary is subject to upward adjustment on an
annual basis, (ii) eligibility to participate in the Company's annual
performance cash bonus plan with an opportunity to earn a cash incentive award
ranging from 0% to 150% of his then-current base salary, and (iii) the right to
receive an annual long-term equity incentive award grant in the form of
restricted stock with a value equal to his then-current annual base salary. Mr.
Larsen will also receive a one-time, sign-on restricted stock award grant with a
value of $50,000, as of December 1, 2022, which award will vest 25% on April 1,
2023, 25% on April 1, 2024, 25% on April 1, 2025, and 25% on April 1, 2026. For
fiscal 2023, Mr. Larsen will be eligible to receive a pro rata performance cash
bonus for the partial year worked based on the actual number of days as an
employee during this fiscal year. In addition, the Employment Agreement also
provides that the Company will reimburse Mr. Larsen for a tuition reimbursement
obligation to his current employer.
Under the terms of the Employment Agreement, if Mr. Larsen's employment is
terminated without Cause or he resigns for Good Reason (each as defined in the
Employment Agreement), which termination does not occur in connection with a
Change in Control (as defined in the Employment Agreement), he will be entitled
to receive a severance payment in an amount equal to the sum of (i) his
then-current annual base salary plus (ii) the amount of the average annual
incentive bonus paid to Mr. Larsen in the three years preceding termination, and
Mr. Larsen will be eligible to continue to participate in the Company group
medical and dental plans at Company expense for a period of 12 months after
termination. In addition, if Mr. Larsen's employment is terminated without Cause
or he resigns for Good Reason, in either such case with such termination
occurring within 12 months following a Change in Control, he will be entitled to
receive a severance payment in an amount equal to two times the sum of (i) his
then-current annual base salary plus (ii) the amount of the average annual
incentive bonus paid to Mr. Larsen in the three years preceding the termination,
and Mr. Larsen will be eligible to continue to participate in the Company group
medical and dental plans at Company expense for a period of 24 months after
termination. Mr. Larsen's eligibility for these severance benefits is subject to
his execution of a release of claims against the Company and his compliance with
certain post-employment covenants.
The foregoing description of the Employment Agreement is qualified in its
entirety by the full text of the Employment Agreement, a copy of which is
attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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There are no other arrangements or understandings between Mr. Larsen and any
other persons pursuant to which Mr. Larsen was named Chief Financial Officer and
Treasurer of the Company. Mr. Larsen does not have any family relationship with
any of the Company's directors or executive officers or any persons nominate or
chosen by the Company to be a director or executive officer. Mr. Larsen does not
have any direct or indirect material interest in any transaction or proposed
transaction required to be reported under Item 404(a) of Regulation S-K.
As previously disclosed, the Company and Mark Kalvoda, the Company's current
Chief Financial Officer and Treasurer, entered into an Executive Transition
Agreement, which provided that Mr. Kalvoda would remain employed with the
Company through January 15, 2023. Accordingly, as of the effective date of Mr.
Larsen's appointment as Chief Financial Officer, Mr. Kalvoda will step down as
the Company's Chief Financial Officer and Treasurer, but will remain as an
employee of the Company through the originally agreed upon date of January 15,
2023.
On September 30, 2022, the Company issued a press release announcing Mr.
Larsen's appointment as Chief Financial Officer and Treasurer. A copy of the
press release is attached hereto as Exhibit 99.1, and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
10.1 Executive Employment Agreement, dated September 29, 2022, between
Robert Larsen and the Company
99.1 Press Release dated September 30, 2022
Cover page interactive data file (embedded within the Inline XBRL
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TITAN MACHINERY INC. 
