David Meyer
Titan MachineryAbout David Meyer
David Meyer, age 71, is Chairman of the Board at Titan Machinery; he served as CEO from 1980–January 31, 2024 and as Executive Chairman from February 1, 2024–January 31, 2025 before transitioning to non-employee Chairman on February 1, 2025 . The Board explicitly classifies Meyer as not independent given his former CEO and Executive Chairman roles; the Board maintains independent committee structures and a Lead Independent Director to balance governance . In FY2025, the Board held eight meetings and all directors attended at least 75% of Board/committee meetings; eight of nine directors had 100% attendance, and all directors attended the June 3, 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Titan Machinery Inc. | Chairman of the Board | 1980–present; non-employee Chairman effective Feb 1, 2025 | Leads Board; deep Company/industry knowledge |
| Titan Machinery Inc. | Executive Chairman | Feb 1, 2024–Jan 31, 2025 | Transitional leadership; no equity/bonus eligibility in FY2025 per agreement |
| Titan Machinery Inc. | Chief Executive Officer | 1980–Jan 31, 2024 | Founding CEO; strategic execution |
| Case/New Holland dealership | Partner (Lisbon & Wahpeton, ND) | 1976–1980 | Dealership operations experience |
| JI Case Company | Employee | 1975 | OEM exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Minnesota Foundation | Trustee | Current | Non-profit governance |
| North Dakota Community Foundation | Director | Current | Community philanthropy |
| Evans Scholars Foundation (WGA) | Director | Current | Scholarship governance |
| Case Construction Dealer Advisory Board | Member (past) | Not disclosed | Industry advisory input |
| CaseIH Agriculture Dealer Advisory Board | Member (past) | Not disclosed | Industry advisory input |
Board Governance
- Independence: Not independent; Board affirms seven of nine directors are independent and all standing committees are fully independent .
- Leadership: Chairman (Meyer) and Lead Independent Director (Stan Erickson) structure; independent directors meet in executive session regularly .
- Attendance: FY2025 Board met 8 times; each director ≥75% attendance; eight of nine at 100%; all directors attended the 2024 annual meeting .
- Retirement policy: Mandatory retirement at 75 with case-by-case one-year deferrals; applied to Lead Independent Director Erickson in FY2025 .
| Committee | Chair | FY2025 Members | Meyer Member? |
|---|---|---|---|
| Audit | Richard Mack | Mack, Erickson, Hamilton, Horner | No |
| Compensation | Jody Horner | Horner, Anglin, Christianson, Lewis | No |
| Governance/Nominating | Christine Hamilton | Hamilton, Anglin, Christianson, Lewis | No |
Fixed Compensation
- FY2025 (Executive Chairman): Meyer received base salary only; no equity and no annual bonus per his agreement. Total compensation was $514,008 (salary $500,000; all other comp $14,008) .
- Director pay structure (Non-Employee Director Compensation Plan): Annual cash retainer $55,000; annual restricted stock grant $80,000; with additional chair/lead director stipends; starting FY2026, an additional $95,000 annual cash retainer is approved for the non-employee Chairman of the Board .
| Period | Role | Base Salary ($) | Cash Retainers ($) | Equity Grants ($) | Notes |
|---|---|---|---|---|---|
| FY2025 | Executive Chairman (employee) | 500,000 | — | — | No bonus/equity eligibility in FY2025 |
| FY2026 onward | Non-Employee Chairman | — | 55,000 standard director retainer + 95,000 Chairman retainer | 80,000 restricted stock (granted at annual meeting; vests at next annual meeting) | Cash paid quarterly in arrears; equity forfeiture/vesting rules apply |
Performance Compensation
- Director equity is time-based restricted stock; no performance metrics (no options, PSUs, or performance targets disclosed for directors) .
| Component | Performance Metric | Weight/Trigger | Status |
|---|---|---|---|
| Restricted stock (directors) | None disclosed | Time-based; vests at next annual meeting | Active from grant date |
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships for Meyer disclosed in TITN proxy |
Expertise & Qualifications
- Founding leader with deep dealership operations and OEM advisory board experience; strengths in corporate strategy, industry knowledge, operations, and human capital per Board skills matrix .
- Board tenure noted in skills matrix; Board values mix of long-tenured and newer directors for institutional knowledge and fresh perspectives .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| David Meyer | 1,943,388 | 8.42% | Includes 1,805,000 shares held by Meyer Family Investment LLLLP; Meyer has shared voting/investment control over these shares |
| Ownership guidelines (directors) | 4x annual cash retainer (excludes chair/stipends from calculation) | Policy | Directors must hold shares; restricted stock must be held during service, except sell-to-cover taxes up to 50% |
| Compliance status | Satisfied as of FY2025 | Status | All directors except Anglin/Lewis (recent appointees) and CFO Larsen had met guidelines; Meyer is in compliance |
| Hedging/Pledging | Prohibited | Policy | Insider Trading Policy prohibits hedging and pledging of Company securities |
Governance Assessment
- Positives:
- Significant “skin in the game” with 8.42% beneficial ownership, aligning interests with shareholders .
- Robust governance scaffolding: fully independent committees, Lead Independent Director, regular executive sessions, anti-hedging/pledging, clawback policy, and stock ownership guidelines .
- Strong shareholder support: Say‑on‑pay approval of 96.65% at 2024 annual meeting .
- Risks/RED FLAGS:
- Non‑independent Chair role increases potential influence over agenda and management oversight; mitigated by Lead Independent Director and independent committees .
- Related‑party exposure: employment of Matt Meyer (son) as a store General Manager at $150,000 base salary; while processed under standard policies and reviewed via related‑party frameworks, it presents a nepotism/appearance risk .
- High ownership concentration via family partnership (LLLP) may shape governance dynamics; Board’s related‑party transaction oversight and independence framework are important mitigants .
- Process controls:
- Governance/Nominating Committee oversees related‑party transactions, ESG, succession, and annual governance document reviews; Compensation Committee oversees HCM, health/safety, stock ownership, and pay risk; Audit Committee oversees financial reporting and cybersecurity .
- ERM and cybersecurity reporting cadence to committees/Board; structured semi‑annual risk reports .
Additional Reference Points
- Board/committee activity cadence: Board 8 meetings in FY2025; Audit Committee met 9 times; Compensation and Governance/Nominating each met 4 times .
- Director compensation mechanics: Cash paid quarterly in arrears; restricted stock vesting aligned to next annual meeting; forfeiture/retirement pro‑rata vesting rules detailed .