Jody Horner
Titan MachineryAbout Jody Horner
Jody Horner, 63, has served as an independent director of Titan Machinery since August 1, 2015. She is President of Midland University (appointed February 2015) and will retire at the end of the current academic year; previously she spent over 30 years at Cargill in senior leadership roles including President of Cargill Meat Solutions, Case Ready, and Salt, plus corporate roles in Global Diversity and Human Resources, and service on Cargill’s Global Business Conduct & Ethics and Global Enterprise Process, Data & Technology Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Midland University | President | Appointed Feb 2015; retiring at end of current academic year | Executive leadership of private university in Fremont, NE |
| Cargill, Inc. | President, Cargill Meat Solutions; President, Cargill Case Ready; President, Cargill Salt; VP – Corporate Global Diversity; VP – Human Resources | Over 30 years | Member, Global Business Conduct & Ethics Committee; Global Enterprise Process, Data & Technology Committee |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| H.J. Baker & Bro., LLC | Director and Board Chair | Privately-held sulphur and animal nutrition company | Current role |
| H.J. Baker & Bro., LLC | Finance Committee Chair (Richard Mack) | Interlock | Fellow TITN director Richard Mack serves as director and finance committee chair at H.J. Baker |
Board Governance
- Committee assignments (FY2025): Chair, Compensation Committee; Member, Audit Committee .
- Independence: Board determined Horner is independent under Nasdaq Rule 5605(a)(2) .
- Audit Committee financial expert: Board identified Horner as an “audit committee financial expert” under SEC rules .
- Attendance/engagement: Board held 8 formal meetings; each director attended at least 75% of Board and committee meetings, and 8 of 9 directors had 100% attendance; all directors attended the June 3, 2024 annual meeting; independent directors met in executive session at least quarterly .
- Committee activity levels: Audit Committee met 9 times; Compensation Committee met 4 times; Governance/Nominating met 4 times in fiscal 2025 .
- Lead Independent Director: Stan Erickson served as Lead Independent Director in FY2025; Board requires executive sessions of independent directors .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual cash retainer (director) | $55,000 | $55,000 |
| Committee chair fee (Comp Chair) | $10,000 | $10,000 |
| Fees earned or paid in cash (Horner) | $65,000 | $65,000 |
| Restricted stock awards (grant date fair value) | $80,000 | $80,000 |
| Total director compensation (Horner) | $145,000 | $145,000 |
| Director equity grant – shares | 2,989 shares at $26.77 (June 5, 2023) | 4,396 shares at $18.20 (June 3, 2024) |
- Director compensation structure: cash retainer $55,000 and restricted stock $80,000; additional cash retainers include Audit Chair $25,000, Compensation Chair $10,000, Governance Chair $10,000, Lead Independent Director $15,000; restricted stock vests at the next annual meeting .
- Director ownership guidelines: non-employee directors must hold shares equal to 4x annual cash retainer; as of close of fiscal 2025, all directors except Anglin and Lewis met guidelines (implies Horner is in compliance) .
Performance Compensation
The Compensation Committee (chaired by Horner) oversees executive pay-for-performance design. FY2025 annual cash incentive metrics and outcomes:
| Metric | Weight | Threshold | Target | Maximum | Actual FY2025 | Outcome |
|---|---|---|---|---|---|---|
| Adjusted Pre-Tax Income | 40% | $100,696,755 | $111,885,283 | $139,856,604 | $(40.3) million | Below threshold; 0% payout |
| Return on Assets (ROA) | 30% | 4.71% | 5.23% | 6.54% | (2.0)% | Below threshold; 0% payout |
| Total Revenue | 30% | $2,781,550,885 | $3,090,612,094 | $3,863,265,118 | $2.7 billion | Below threshold; 0% payout |
- Payout curve: 20% of target at threshold; 100% at target; 200% at max; proportional interpolation; capped at maximum .
- FY2025 result: CEO and CFO bonuses were $0 due to underperformance versus all three metrics .
- Risk controls: anti-hedging/pledging policy and clawback policy for executive compensation restatements under Exchange Act Section 10D .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Notes |
|---|---|---|---|
| H.J. Baker & Bro., LLC | Private | Board Chair (Horner) | Interlock with TITN director Richard Mack (director & finance committee chair at H.J. Baker) |
- Related party transactions: Proxy discloses only hiring of Matt Meyer (Chairman’s son); no related-party transactions involving Horner disclosed for FY2025 .
Expertise & Qualifications
- Audit committee financial expert under SEC rules .
- Extensive executive leadership and operating experience (Cargill divisions: Meat Solutions, Case Ready, Salt) and corporate HR/diversity; committee experience at large private enterprise .
- Governance and compensation oversight as TITN Compensation Committee Chair .
- Independence affirmed and multi-committee service demonstrates board effectiveness .
Equity Ownership
| Snapshot Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| April 10, 2025 (Proxy) | 41,603 | <1% | Includes 4,396 restricted shares subject to forfeiture; shares outstanding 23,085,586 |
| June 2, 2025 (Form 4) | 45,925 | n/a | Award of 4,322 shares; post-transaction ownership 45,925; direct ownership (D) |
Insider transactions (Form 4):
| Transaction Date | Type | Shares Transacted | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2023-06-05 | A – Award | 2,989 | $0 | 37,207 | |
| 2024-06-03 | A – Award | 4,396 | $0 | 41,603 | |
| 2025-06-02 | A – Award | 4,322 | $0 | 45,925 |
Alignment and restrictions:
- Director stock ownership guidelines: 4x retainer; Horner is in compliance per board-wide status .
- Insider Trading Policy prohibits hedging, pledging, and derivatives; minimum six-month hold for open-market purchases .
Governance Assessment
- Strengths: Independent director; Compensation Committee Chair; Audit Committee member and financial expert; robust attendance culture and executive sessions; strong anti-hedging/pledging and clawback policies; director ownership guidelines met; FY2025 executive bonuses paid at 0 consistent with performance metrics (reinforces pay-for-performance discipline) .
- Interlocks/conflicts: Interlock with fellow TITN director Richard Mack at H.J. Baker & Bro., LLC; no TITN related-party transactions associated with Horner disclosed for FY2025, mitigating conflict risk .
- Shareholder signals: FY2025 say‑on‑pay received 18,171,586 For vs. 1,669,170 Against, indicating broad investor support for compensation oversight under Horner’s committee .
- Engagement indicators: Board met 8 times; Audit met 9; Compensation met 4; independent directors held quarterly executive sessions; all directors attended the 2024 annual meeting .