Christine Hamilton

About Christine Hamilton

Christine Hamilton, age 69, has served as an independent director of Titan Machinery Inc. since March 1, 2018. She is co-owner and managing partner of Christiansen Land and Cattle, Ltd. and co-owner of Dakota Packing, Inc.; she is a former director of the Federal Reserve Bank, Ninth District (Minneapolis) and currently serves on the board of SAb Biotherapeutics, a public company, chairing its compensation committee and serving on its nominating and governance committee . At Titan, she chairs the Governance/Nominating Committee and serves on the Audit Committee, and has been designated an “audit committee financial expert” by the Board .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Hamilton is independent under Nasdaq Rule 5605(a)(2) .
• Committee assignments (FY2025): Chair, Governance/Nominating; Member, Audit .
• Audit committee financial expert designation: Erickson, Hamilton, Horner, and Mack were deemed “audit committee financial experts” .
• Board structure and effectiveness: Lead Independent Director (Erickson) presides over executive sessions; all standing committees are fully independent; independent directors meet regularly in executive session .
• Attendance: Each director attended at least 75% of Board/committee meetings; 8 of 9 had 100% attendance; Board held 8 formal meetings; Audit met 9 times; Governance/Nominating met 4; Compensation met 4 .
• ESG oversight: As Governance/Nominating Chair, Hamilton’s committee oversees ESG/sustainability matters, community/social impact (outside Compensation scope), and the annual sustainability statement; reviews code and governance policies annually .

Fixed Compensation

• Director equity vesting: Annual restricted stock grants generally vest on the date of the next annual meeting of stockholders (unless otherwise determined) .
• Holding restrictions: Director restricted stock must be held during Board service; permitted sales only to cover taxes up to 50% of the award’s vesting-year tax liability .

Performance Compensation

• The company’s executive cash incentives use Adjusted Pre-Tax Income, Return on Assets, and Total Revenue; not applicable to non-employee directors like Hamilton .

Other Directorships & Interlocks

• Related-party oversight: As Chair of Governance/Nominating, Hamilton’s committee reviews/approves all related-party transactions >$100,000 per policy; FY2025 disclosed related party was the hiring of Chairman David Meyer’s son as a store GM with standard pay and benefits (Hamilton’s committee oversees such policies) .

Expertise & Qualifications

• Agribusiness depth and customer perspective from Christiansen Land and Cattle and Dakota Packing .
• Financial oversight competence; designated audit committee financial expert .
• ESG and governance leadership as Governance/Nominating Chair (policy oversight, succession planning, ESG program) .
• Public company board experience through SAb Biotherapeutics .

Equity Ownership

Insider Trades (recent)

Governance Assessment

• Positive signals:
  • Independence; leadership as Governance/Nominating Chair; Audit Committee financial expert—supports board effectiveness and risk oversight .
  • Strong attendance culture; regular executive sessions; independent-only committees; presence of a Lead Independent Director .
  • Alignment via stock ownership guidelines (Hamilton in compliance) and mandatory holding of director RS grants; anti-hedging/pledging policy .
  • Robust related-party review under Hamilton’s committee; only disclosed FY2025 related party was a hiring event managed under standard processes .
• Watch items:
  • Sector proximity: Hamilton’s agribusiness ownership could present theoretical related-party exposure; none disclosed with TITN in FY2025 and Governance/Nominating oversees related-party transactions .
  • Board-chair family hire (Chair’s son) underscores need for vigilant independence; process and compensation were standard, with no incentives/equity in FY2025 .

Company-level compensation and shareholder feedback context

• 2024 Say-on-Pay approval: 96.65%—indicates broad shareholder support for compensation practices .
• Executive incentive metrics emphasize Adjusted Pre-Tax Income, ROA, and Total Revenue; in FY2025, threshold goals were missed, resulting in $0 bonuses—signals pay-for-performance discipline .
• Clawback policy in place per SEC 10D; stock option timing neutrality disclosed .
• Peer group for benchmarking (Mercer-advised) includes Alamo Group, Alta Equipment Group, Rush Enterprises, H&E Equipment, Herc Holdings, Manitowoc, MSC Industrial, DXP, Applied Industrial, Titan International, MarineMax, Camping World, MRC Global, GATX .

Board Governance (Committee Composition Snapshot – FY2025)

• Committee meetings FY2025: Audit 9; Governance/Nominating 4; Compensation 4 .

Director Compensation (FY2025)

• Standard non-employee director compensation: $55,000 cash retainer + $80,000 restricted stock; committee chair retainers: Audit $25,000; Compensation $10,000; Governance/Nominating $10,000; Lead Independent Director $15,000 .

Equity Ownership (Detail)

RED FLAGS

• None disclosed related to Hamilton: no related-party transactions, pledging, hedging, or attendance shortfalls identified for her; board-level related-party transaction involved the Chairman’s family hire but processed under standard practices and disclosed .