Stan Erickson
Titan MachineryAbout Stan Erickson
Stan Erickson (age 74) is Titan Machinery’s Lead Independent Director and an Audit Committee member, serving on the board since March 1, 2017. He is President and CEO of Liberty Capital, Inc. (co‑founded in 2013), previously spent 32 years at Caterpillar dealer Ziegler Inc. as President/COO, and is a U.S. Marine Corps veteran. He also serves on Electromed, Inc.’s board (Audit Committee chair; Nominating & Governance member) and McAninch Corporation’s board. The Board affirmed his independence and designated him an Audit Committee “financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ziegler Inc. (Caterpillar dealer) | President & COO | Retired 2013 after a 32‑year career | Senior leadership in equipment industry; operations, finance, regulatory experience |
| United States Marine Corps | Veteran | N/A | Leadership and discipline background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Capital, Inc. | President & CEO | Co‑founded 2013; current | Capital and investment services leadership |
| Electromed, Inc. (public) | Director; Audit Committee Chair; Nominating & Governance Committee member | Current | Audit oversight; governance participation |
| McAninch Corporation (private) | Director | Current | Construction industry oversight |
Board Governance
- Committee assignments: Audit Committee member; identified by the Board as an “audit committee financial expert.”
- Lead Independent Director responsibilities include presiding over executive sessions, agenda consultation, frequent CEO contact, board evaluation review, and facilitating communication among independent directors.
- Independence: Board determined Erickson is independent per Nasdaq Rule 5605(a)(2); all standing committees are fully independent.
- Attendance and engagement: The Board held 8 meetings in fiscal 2025; 8 of 9 directors had 100% attendance and all directors attended at least 75% of Board/committee meetings; all directors attended the June 3, 2024 annual meeting.
- Retirement policy and extension: Board amended age‑75 retirement policy to allow a one‑year extension for Erickson due to skills/qualifications; resignation expected to be considered at March 2026 Board meeting.
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $55,000 | Non‑employee director cash retainer |
| Lead Independent Director retainer | $15,000 | Additional cash retainer for Lead Independent Director |
| Committee chair retainers (Audit $25k; Comp $10k; Gov/Nom $10k) | — | Not applicable to Erickson (not a chair) |
| Total cash fees earned (Erickson) | $70,000 | FY2025 fees |
| Restricted stock grant (grant date fair value) | $80,000 | 4,396 restricted shares at $18.20; granted June 3, 2024 |
| Total FY2025 director compensation (Erickson) | $150,000 | Cash + equity |
- Payment and vesting mechanics: Cash paid quarterly in arrears; director restricted stock granted at annual meeting and vests at next annual meeting; unvested restricted stock forfeited upon termination except pro‑rata vesting for death/disability/mandatory retirement.
Performance Compensation
| Equity Award Design | Grant Date | Shares | Fair Value | Vesting Terms |
|---|---|---|---|---|
| Time‑based restricted stock (no performance conditions) | June 3, 2024 | 4,396 | $80,000 (at $18.20/share) | Vests on next annual meeting date; directors continued to hold 4,396 restricted shares at Jan 31, 2025 |
- No performance metrics apply to non‑employee director equity awards; awards are time‑based per the Non‑Employee Director Compensation Plan.
Other Directorships & Interlocks
| Company | Sector | Role | Interlocks/Conflicts Disclosed |
|---|---|---|---|
| Electromed, Inc. | Medical devices (public) | Director; Audit Chair; Nom/Gov member | None disclosed with TITN |
| McAninch Corporation | Construction (private) | Director | None disclosed with TITN |
- Related‑party transactions oversight resides with the Governance/Nominating Committee; fiscal 2025 disclosure shows no related‑party transactions involving Erickson (only item disclosed was hiring of Chairman’s son at a store GM role).
Expertise & Qualifications
- Board‑relevant skills: Executive leadership; industry knowledge (equipment dealerships); finance/accounting; governance/compliance; operations/supply chain; risk management; audit expertise.
- Designated Audit Committee “financial expert,” supporting robust audit oversight and cybersecurity risk reporting cadence through Audit Committee.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 46,416 (includes 4,396 restricted shares) |
| Ownership as % of shares outstanding | <1% (company uses “*” for <1%) |
| Vested vs. unvested shares | Vested approx. 42,020; Unvested 4,396 (director grant) |
| Options (exercisable/unexercisable) | None disclosed for directors |
| Hedging/pledging of company stock | Prohibited by Insider Trading Policy |
| Director stock ownership guideline | 4x annual cash retainer (excludes chair/LID retainers from calc) |
| Guideline compliance | As of fiscal 2025, all directors except Anglin and Lewis had satisfied guidelines; Erickson satisfied |
Governance Assessment
- Positives: Lead Independent Director role with well‑defined responsibilities; independent Audit Committee with four “financial experts”; strong meeting attendance and executive sessions; anti‑hedging/pledging policy; robust related‑party oversight; director ownership guideline met (alignment).
- Compensation mix: Balanced cash ($70k) and equity ($80k) for Erickson; equity is time‑based and tied to annual cadence, reinforcing continued service and ownership without short‑term risk incentives.
- Watchpoints/RED FLAGS: Age‑based retirement policy was waived to extend Erickson’s service one year as Lead Independent Director; while justified by skills, discretionary waivers can raise entrenchment concerns—Board expects to consider his resignation at March 2026. Also, concurrent service as Electromed’s Audit Chair increases time commitments but no conflicts were disclosed.