Richard Mack
Titan MachineryAbout Richard Mack
Independent director and Audit Committee Chair at Titan Machinery Inc. since June 4, 2015; age 57 as of the 2025 proxy. Former EVP & CFO of The Mosaic Company (2014–2018), previously SVP, General Counsel & Corporate Secretary (2004–2009; EVP from 2009), with earlier legal roles at Cargill; founder of Streamsong Resort. Recognized by TITN as an audit committee financial expert; brings deep finance, capital markets, corporate governance, M&A, and agri‑business experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Mosaic Company | EVP & CFO | 2014–Jan 2018 | Senior finance leadership overseeing public company reporting and capital markets |
| The Mosaic Company | SVP, General Counsel & Corporate Secretary; later EVP | 2004–2009 (GC/CS); EVP from 2009 | Corporate governance, legal, and executive leadership at IPO and beyond |
| Cargill, Inc. | Various legal positions | Pre‑2004 | Founding executive of Mosaic and Cargill Ventures; strategic deal experience |
| Streamsong Resort (owned by Mosaic) | Founder | n/a | Strategic development; hospitality project leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| H.J. Baker & Bro., LLC (private) | Director & Finance Committee Chair | Current | Animal nutrition company; TITN director Jody Horner is Board Chair (interlock) |
| Anuvia Plant Nutrient Holdings, Inc. (private) | Director & Audit Committee Chair | 2018–2022 | Crop nutrient company; audit leadership experience |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Mack is independent under Nasdaq rules |
| Committee Memberships | Audit Committee (Chair) |
| Financial Expert | Board determined Audit Committee members, including Mack, are “audit committee financial experts” |
| Audit Committee Meetings | 9 meetings in fiscal 2025 |
| Board Meetings | 8 meetings in fiscal 2025; independent directors met in executive session at least quarterly |
| Attendance | Each director attended at least 75% of aggregate Board and committee meetings; 8 of 9 directors had 100% attendance in fiscal 2025 |
| Years on Board | Director since 2015; Board skills matrix shows ~10 years tenure as of 2025 |
| Lead Independent Director Context | Stan Erickson serves as Lead Independent Director, strengthening independent oversight |
Fixed Compensation
| Component | Fiscal 2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $55,000 | Standard for non‑employee directors |
| Audit Committee Chair retainer | $25,000 | Chair premium |
| Equity grant (restricted stock) | $80,000 | Granted at annual meeting; time‑based vesting |
| Total FY2025 director pay (Mack) | $160,000 | Fees earned $80,000; Stock awards $80,000 |
| Component | Fiscal 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $55,000 | Standard |
| Audit Committee Chair retainer | $25,000 | Chair premium |
| Equity grant (restricted stock) | $80,000 | Time‑based vesting |
| Total FY2024 director pay (Mack) | $160,000 | Fees earned $80,000; Stock awards $80,000 |
Additional terms:
- Cash paid quarterly in arrears; restricted stock awarded at annual meeting and vests at next annual meeting or as set by the Compensation Committee .
- Unvested restricted stock forfeited if service ends, except death, disability, or mandatory retirement where pro‑rata vesting applies .
Performance Compensation
- Directors do not have performance‑based cash bonuses or PSU/option metrics; equity is time‑based restricted stock under the Non‑Employee Director Compensation Plan (no options disclosed for directors) .
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Relationship |
|---|---|---|---|
| H.J. Baker & Bro., LLC | Private | Director & Finance Committee Chair | Jody Horner (TITN director) is Board Chair, creating an external board interlock |
| Anuvia Plant Nutrient Holdings | Private | Director & Audit Chair (past) | No current TITN board interlock disclosed |
Expertise & Qualifications
- Audit committee financial expert designation; extensive finance/accounting, capital markets, governance, risk, M&A experience .
- Industry knowledge across agri‑business and international operations per Board Skills & Experience Matrix .
- Corporate governance and compliance expertise; prior top‑level legal and executive roles .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 42,149 shares (includes 4,396 restricted shares) |
| Ownership % of outstanding | Less than 1% |
| Unvested restricted stock (FY2025 end) | 4,396 shares granted on June 3, 2024 at $18.20 grant‑date price |
| Insider grants (Form 4) | 4,396 shares on June 3, 2024; post‑grant holdings 42,149 ; 4,322 shares on June 2, 2025; post‑grant holdings 46,471 |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors and officers |
| Ownership guidelines | Directors must hold shares equal to 4x annual cash retainer; as of FY2025 close, all directors except Anglin, Lewis, Larsen had satisfied guidelines (Mack included) |
Governance Assessment
-
Strengths
- Independent director; Audit Committee Chair with financial expert designation, enhancing financial reporting oversight and risk management .
- Strong engagement: audit committee met 9 times; Board held 8 meetings; directors’ attendance robust, with majority at 100% .
- Pay structure balanced: cash retainer plus time‑based restricted stock, aligning with shareholders (no options; hedging/pledging prohibited) .
- Stock ownership guidelines in place and met by Mack; director equity retained during service with limited sale for tax only .
- Say‑on‑pay support recovered to 96.65% at 2024 Annual Meeting, indicating investor confidence in compensation governance .
-
Watchpoints
- External interlock: shared H.J. Baker board roles with TITN director Jody Horner. While H.J. Baker is private and not a disclosed TITN counterparty, interlocks warrant monitoring for potential information flow or conflicts; TITN’s Related Party Transaction Policy assigns oversight to the Governance/Nominating Committee .
- Chairman is not independent; mitigated by Lead Independent Director framework and fully independent standing committees .
-
Related‑party transactions
- No related‑party transactions disclosed involving Mack; one related‑party employment involving Chairman’s son (Matt Meyer) was disclosed and governed under policy .
-
Policy safeguards
- Clawback policy compliant with SEC rules; insider trading restrictions; regular ERM reporting to Board; cybersecurity oversight via Audit Committee .
Director Compensation Detail (Grant Mechanics and Awards)
| Year | Restricted Stock Award | Grant Date | Grant Value | Vesting |
|---|---|---|---|---|
| FY2025 cycle | 4,396 shares | June 3, 2024 | $80,000 (at $18.20 per share) | Vests at next annual meeting (time‑based) |
| FY2026 cycle (current year Form 4) | 4,322 shares | June 2, 2025 | Form 4 award; price $0 (stock award) | Time‑based under plan |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Post‑Transaction Holdings | Link |
|---|---|---|---|---|---|
| 2025‑06‑03 | 2025‑06‑02 | Award (A) | 4,322 | 46,471 | SEC Filing |
| 2024‑06‑05 | 2024‑06‑03 | Award (A) | 4,396 | 42,149 | SEC Filing |
| Data sourced via insider‑trades skill; transaction types and ownership positions as reported in Form 4 filings. |
Summary Signals for Investors
- Board effectiveness: Mack’s audit leadership, financial expertise, and independent status support high‑quality oversight of financial reporting and risk, with strong committee cadence and attendance .
- Alignment: Time‑based equity grants, ownership guidelines met, and anti‑hedging/pledging policy indicate solid alignment with shareholders; director pay is reasonable and consistent YoY .
- Conflicts: No Mack‑specific related‑party exposures disclosed; one external interlock with Jody Horner at H.J. Baker merits routine review under TITN’s related‑party policy .