Frank Anglin
Titan MachineryAbout Frank Anglin
Independent director (Class III) of Titan Machinery since February 1, 2022; age 62. Currently serves on the Governance/Nominating Committee and the Compensation Committee. Background includes senior leadership in equipment manufacturing and truck dealership operations, with recent appointment as Chief Financial Officer of Interstate Companies, Inc. on March 11, 2025; prior roles include Vice President, West and South Regions at Istate Truck Centers (Sept 2019–Mar 2025), CEO/President roles at Boyer Trucks and Western Peterbilt, and management positions at General Electric and CNH Industrial .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Interstate Companies, Inc. | Chief Financial Officer | Mar 11, 2025–present | Senior finance leadership for heavy and medium duty truck dealership; brings financing and operations expertise |
| Istate Truck Centers (subsidiary of Interstate Companies, Inc.) | Vice President, West and South Regions | Sep 2019–Mar 2025 | Regional operations leadership across dealership network |
| Boyer Trucks | Chief Executive Officer, President, Director | Jul 2018–Aug 2019 | CEO oversight in truck dealership industry |
| Midwest Can and Container Specialties Inc. | CEO and Board Director | Jan 2017–May 2018 | CEO/board leadership in manufacturing |
| Western Peterbilt Inc. | CEO, President, Director | Not specified | Executive leadership in truck dealership operations |
| General Electric; CNH Industrial | Various management positions | Not specified | Corporate operations/industrial experience |
External Roles
| Organization | Role | Public Company? | Committees/Notes |
|---|---|---|---|
| Interstate Companies, Inc. | Chief Financial Officer | No disclosure of public listing | Heavy/medium duty truck dealership; finance and operations leadership |
The Board’s skills matrix indicates Frank Anglin has “Other Public Company Board Experience,” but specific companies aren’t disclosed in the proxy .
Board Governance
- Independence: The Board determined Anglin is independent under Nasdaq Rule 5605(a)(2) .
- Committee memberships: Governance/Nominating Committee; Compensation Committee (both fully independent) .
- Class III nominee: Nominated to continue as director; if elected, term through the 2028 Annual Meeting .
- Attendance: Company states each director attended at least 75% of Board and committee meetings; 8 of 9 directors had 100% attendance in fiscal 2025 (individual director attendance not separately disclosed) .
- Executive sessions and Lead Independent Director: Independent directors meet in executive sessions; Lead Independent Director role held by Stan Erickson in fiscal 2025 .
| Committee | Member? | Chair? | Meetings in FY2025 | Notes |
|---|---|---|---|---|
| Audit Committee | No | — | 9 | All members independent; multiple “financial experts” identified (not including Anglin) |
| Governance/Nominating | Yes | No | 4 | Oversees director independence, succession planning, ESG/sustainability, and related party transactions |
| Compensation Committee | Yes | No | 4 | Oversees exec pay, director equity awards, ownership guidelines; conducts compensation risk assessment; all members independent |
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Committee Chair Fees ($) | Equity Grant ($) | Shares Granted | Grant Date | Vesting | Total ($) |
|---|---|---|---|---|---|---|---|
| FY2025 | 55,000 | 0 (not a chair) | 80,000 | 4,396 | Jun 3, 2024 | Time-based; vests at next annual meeting | 135,000 |
Notes:
- Chair retainers (not applicable to Anglin): Audit Chair $25,000; Compensation Chair $10,000; Governance Chair $10,000; Lead Independent Director $15,000 .
- Director restricted stock must generally be held during service; limited sales allowed to cover taxes on vesting, up to 50% of award .
Performance Compensation
| Element | Applies to Non-Employee Director Compensation? | Metrics/Targets | Notes |
|---|---|---|---|
| Performance-based equity (PSUs) | No disclosure | None disclosed | Director equity is restricted stock with time-based vesting to next annual meeting; no performance metrics identified |
| Cash bonus | No disclosure | None disclosed | Non-employee director plan provides retainer; no performance cash disclosed |
Other Directorships & Interlocks
- Compensation Committee interlocks: None—no member (including Anglin) was an officer/employee or had Item 404 related party transactions with the Company in fiscal 2025; no executive officer served on another company’s board/compensation committee that had executive officers on TITN’s Board/Compensation Committee .
- Other public company boards: Skills matrix marks Anglin with “Other Public Company Board Experience,” but the proxy does not list specific current public company directorships .
Expertise & Qualifications
- Board Skills Matrix marks Anglin for: Executive Leadership; Industry Knowledge; Finance and Accounting; Corporate Strategy and Execution; Sales and Marketing; Corporate Governance and Compliance; Operations and Supply Chain; International Operations; Human Capital & Executive Compensation; Risk Management; Technology and Data Security .
- Proxy biography highlights leadership across equipment manufacturing and truck dealership industries, providing seasoned perspective on dealer operations, manufacturing, operating strategies, financing, and investment strategies .
Equity Ownership
| Date | Beneficial Ownership (Shares) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Apr 10, 2025 | 11,019 | <1% | Includes 4,396 restricted shares subject to risk of forfeiture |
| Jun 2, 2025 | 15,341 | Not stated | Reflects Form 4-reported post-grant holdings following stock award grant on 6/2/2025 |
Additional alignment policies:
- Stock ownership guidelines: Non-employee directors must hold shares equal to 4x annual cash retainer; as of fiscal 2025 close, Anglin had not yet met the guideline but is making meaningful progress; reasonable time afforded to achieve compliance .
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging of Company securities .
Governance Assessment
- Positive signals:
- Independence and active committee roles (Compensation; Governance/Nominating) within fully independent committees .
- Board-level attendance strong (minimum 75%; majority 100%), and robust governance practices including executive sessions and Lead Independent Director structure .
- Director equity is restricted stock with mandated holding during board service, aligning interests with shareholders; ownership guidelines established and monitored annually .
- Compensation Committee interlocks/related-party exposure: none disclosed for fiscal 2025; Governance/Nominating Committee oversees related-party transactions with member recusal as needed .
- Watch items:
- Ownership guideline not yet met as of fiscal 2025 for Anglin (reasonable transition period acknowledged); continued monitoring of progress warranted .
- New external CFO role at Interstate Companies (truck dealership) elevates time commitment; no related-party transactions involving Anglin disclosed, and Governance/Nominating Committee reviews such matters—monitor for future disclosures and potential interlocks with suppliers/customers .
- Risk indicators:
- No individual director attendance shortfall disclosed; company-level disclosure indicates minimum compliance .
- Insider Trading Policy prohibits hedging/pledging—reduces alignment risk .
- No red flags disclosed regarding loans, related-party transactions, or SEC/legal proceedings involving Anglin in fiscal 2025 .
Overall, Anglin appears to contribute relevant operational and financial expertise to TITN’s board, with compensation structures that promote alignment (time-based restricted stock held during service). The main governance watch item is stock ownership guideline progress, which the Board tracks annually and affords reasonable time to achieve .