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| | | | | A-1 | | |
| Time and Date: | | | Wednesday, May 1, 2024, at 10:30 a.m. Central Time | |
| How to Attend: | | | The meeting will be completely virtual. You may attend the online meeting and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/TNC2024. To enter the Annual Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow in your Notice of Internet Availability of Proxy Materials. We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts. | |
|
Items of Business:
|
| |
(1)
Elect two Class II directors for three-year terms, such that the total number of directors is eight;
(2)
Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024;
(3)
Advisory approval of executive compensation; and
(4)
Approve the Tennant Company Amended and Restated 2020 Stock Incentive Plan.
|
|
| Who May Vote: | | | You may vote if you were a shareholder of record as of the close of business on March 6, 2024. | |
| Proxy Voting: | | | It is important that your shares are voted, whether or not you join the virtual meeting. You are encouraged to vote your shares via the Internet, as instructed in the Notice of Internet Availability of Proxy Materials, as soon as possible. You may also follow the instructions in the Notice of Internet Availability of Proxy Materials to vote by telephone or request a paper proxy card, which will include a reply envelope, to submit your vote by mail. Your prompt response will help reduce solicitation costs incurred by us. | |
| | | | Kristin A. Erickson, Senior Vice President, General Counsel and Corporate Secretary March 21, 2024 | |
| |
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 1, 2024: The Notice of Annual Meeting of Shareholders, 2024 Proxy Statement, and 2023 Annual Report are available at www.proxyvote.com. |
| |
| | |
Vote Required
|
| |
Voting
Options |
| |
Board
Recommendation(1) |
| |
Broker
Discretionary Voting Allowed(2) |
| |
Impact of
Abstention |
|
Item 1: Elect two Class II directors to three-year terms.
|
| | Majority of votes cast (the votes cast FOR the nominee exceed the votes cast AGAINST the nominee)(3) | | |
FOR
AGAINST ABSTAIN |
| |
FOR
|
| |
No
|
| |
None
|
|
Item 2: Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2024
|
| | Majority of shares present or represented by proxy at the meeting and entitled to vote(4) | | |
FOR
AGAINST ABSTAIN |
| |
FOR
|
| |
Yes
|
| |
AGAINST
|
|
Item 3: Advisory approval of executive compensation
|
| | We will consider shareholders to have approved the advisory vote on our executive compensation if the votes cast FOR exceed the votes cast AGAINST | | |
FOR
AGAINST ABSTAIN |
| |
FOR
|
| |
No
|
| |
None
|
|
Item 4: Approve the Tennant Company Amended and Restated 2020 Stock Incentive Plan
|
| | Majority of the shares present or represented by proxy at the meeting and entitled to vote(4) | | |
FOR
AGAINST ABSTAIN |
| |
FOR
|
| |
No
|
| |
AGAINST
|
|
|
AZITA ARVANI
![]()
Age: 61
Independent Director
Director since: 2012
Committees:
•
Compensation
•
Executive
•
Governance
|
| |
Background
•
CEO of Rakuten Symphony, North America from May 2022 to September 2023, and General Manager of Rakuten Mobile, Inc., Americas, (a part of Rakuten Group), a global mobile communications company, from February 2020 to September 2023.
•
Head of Innovation Partner & Venture Management for Nokia, a global communication, information technology and consumer electronics company, from March 2017 to March 2019; and Head of Global Innovation Scouting from January 2016 to February 2017.
•
Head of Innovation Partnering & Ecosystem Ventures for Nokia Networks from July 2015 to December 2015; and Head of Innovation Partnering from September 2014 to July 2015.
•
Head of Partnering and Alliances for Nokia Solutions and Networks from September 2012 to August 2014; and Head of Innovation Strategy for Nokia Siemens from September 2011 to August 2012.
•
Principal and Founder of Arvani Group Inc., a boutique business consulting firm specializing in the mobile and wireless industry, from 2002 to 2011.
•
Vice President, Business Development and Strategy, for ActiveSky, a provider of an online mobile multimedia application development and distribution platform, from 2000 to 2001.
•
Held various senior technical and business positions from 1996 to 2000, including Director, Corporate Business Strategy for Xerox Corporation, a business process and document management company.
Qualifications
Ms. Arvani, through her work with Rakuten and Nokia and other prior responsibilities, brings extensive experience in disruptive technologies, commercializing innovations, partnerships and ecosystems. As an executive leader and a consultant, she has helped a diverse set of companies develop and commercialize game-changing technologies. Her experience in new technologies and innovations is particularly valuable as we evolve our telemetry, robotics and sustainable cleaning technologies. Ms. Arvani also has extensive international experience and a vast understanding of the unique issues involved in introducing disruptive technologies globally, such as data ownership practices and intellectual property rights.
Other U.S. Public Company Board Memberships (Current and Past Five Years)
•
Vuzix Corporation (2021 to present)
|
|
|
TIMOTHY R. MORSE
![]()
Age: 55
Independent Director
Director since: 2021
Committees:
•
Audit, Chair
•
Compensation
•
Executive
|
| |
Background
•
Board member and advisor to early- to mid-stage start-up companies since 2018.
•
Chief Executive Officer, Ten-X, an online real estate marketplace company, from 2015 to 2018.
•
Chief Financial Officer, Ten-X from 2014 to 2015.
•
Held various positions with Yahoo! Inc., including Chief Financial Officer from 2009 to 2012 and Interim Chief Executive Officer, from September 2011 to January 2012.
•
Held various roles, including Chief Financial Officer, at General Electric Plastics division and Altera Corporation from 1991 to 2009.
Qualifications
Mr. Morse was selected by the Board for his financial expertise, including his global finance experience, as well as his broader executive leadership and management experience, including with innovative companies. Mr. Morse’s experience with business processes, finance, accounting and internal controls is particularly valuable to his service on the Audit Committee. Mr. Morse also brings business development and mergers and acquisition experience, as well as executive compensation and succession planning experience.
Other U.S. Public Company Board Memberships (Current and Past Five Years)
•
Home Point Capital (2021 to its merger with Mr. Cooper Group Inc. in 2023)
|
|
|
ANDREW P. HIDER
![]()
Age: 47
Independent Director
Director since: 2022
Committees:
•
Audit
•
Executive
|
| |
Background
•
Chief Executive Officer of ATS Automation, a global automation solutions technology company listed on the Toronto Stock Exchange, since March 2017, and member of the Board of Directors of ATS Automation since May 2017.
•
Chief Executive Officer and President of Taylor Made, a sports manufacturing company, from May 2016 to February 2017.
•
Held positions of increasing management responsibility at Danaher from 2006 to 2016, culminating in President
•
Held various finance and other management positions with General Electric Company from 2000 to 2006, culminating in President / General Manager for Tri-Remanufacturing, GE Aircraft Engines.
Qualifications
Mr. Hider was selected by the Board because of his experience creating shareholder value by driving strategic clarity, business growth and operational performance in complex business environments and in a variety of industries. His insights as the CEO of a global automation technology company are also very valuable, as we continue our drive to introduce focused innovations and new technology solutions for some of our customers’ toughest challenges. Mr. Hider also brings extensive operations excellence experience for global manufacturers, as well as knowledge in global sales and mergers and acquisitions.
Other U.S. Public Company Board Memberships (Current and Past Five Years)
None.
|
|
|
DAVID W. HUML
![]()
Age: 55
Director since: 2021
Committees:
None |
| |
Background
•
President and Chief Executive Officer for Tennant Company since March 1, 2021.
•
Chief Operating Officer for Tennant from April 2020 to March 2021.
•
Held various expanding senior leadership roles since joining Tennant, including Senior Vice President, EMEA, APAC, Global Marketing and Operations from 2018 to April 2020; Senior Vice President EMEA, APAC and Global Marketing from 2017 to 2018; Senior Vice President of APAC and Global Marketing from 2016 to 2017; and Senior Vice President of Global Marketing from 2014 to 2017.
•
Vice President, Marketing at Pentair plc, a global manufacturer of water solutions, from 2009 to 2011, and Vice President, Global Agriculture at Pentair from 2011 to 2014.
•
Held various sales and marketing positions at Hoffman from 2006 to 2009 and Graco Inc. from 1992 to 2006.
Other U.S. Public Company Board Memberships (Current and Past Five Years)
None.
|
|
|
DAVID WINDLEY
![]()
Age: 60
Independent Director
Director since: 2016
Committees:
•
Compensation, Chair
•
Executive
•
Governance
|
| |
Background
•
President for IQTalent Partners at Caldwell, a technology-powered professional services firm focused on talent acquisition, from September 2014 to October 2023, and member of the Board of Directors from January 2021 to October 2023.
•
Executive Vice President, Chief Human Resources Officer, for Fusion-io, Inc., a computer hardware and software systems company, from October 2013 to August 2014.
•
Executive Vice President, Chief Human Resources Officer, for Yahoo! Inc. from December 2006 to September 2012.
•
General Manager, Human Resources, for Microsoft Corporation from December 2003 to December 2006.
•
Vice President Human Resources, Business Units, for Intuit Inc. from December 2001 to December 2003.
•
Held various positions with Silicon Graphics, Inc. from 1991 to 2001, culminating in Vice President, Human Resources.
Qualifications
Mr. Windley has extensive global human resources management, succession planning and executive compensation expertise from his executive roles with IQTalent Partners at Caldwell, Fusion-io, Inc., Yahoo! Inc. and Microsoft Corporation. His experience with leading technologies is particularly valuable as we expand how we use digital technology in our products and our go-to-market initiatives and his experience with driving ESG initiatives will assist us as we further develop and implement our sustainability roadmap.
Other U.S. Public Company Board Memberships (Current and Past Five Years)
•
DHI Group, Inc. (2019 to present)
|
|
|
CAROL S. EICHER
![]()
Age: 65
Independent Director
Director since: 2008
Committees:
•
Compensation
•
Executive
•
Governance
|
| |
Background
•
Non-executive board chairman of Innocor, Inc. (a Bain Capital portfolio company), a designer and manufacturer of advanced foam products, from August 2017 to April 2018.
•
Chief Executive Officer of Innocor, Inc. from May 2014 to July 2017.
•
Business President for Coating Materials and Building and Construction for The Dow Chemical Company from September 2012 to July 2013; Business Group Vice President for Building and Construction for Dow Chemical from August 2010 to August 2012; and Business Director, Performance Monomers, for Dow Chemical from April 2009 to July 2010.
•
Vice President/Global Business Director, Primary Materials and Process Chemicals, Rohm and Haas Company, a developer of solutions for the specialty materials industry acquired by Dow Chemical in 2009, from 2003 to July 2010; General Manager, Americas & Europe, Electronics, Organic Specialties, for Rohm and Haas from 2001 to 2003; and Business Director, Organic Specialties for Rohm and Haas from 2000 to 2001.
•
Held various senior management positions with Ashland Chemical Company, a division of Ashland, Inc., from 1992 to 2000.
•
Held various management positions with E.I. DuPont de Nemours and Company, Inc. from 1979 to 1992.
Qualifications
Ms. Eicher brings a wealth of global manufacturing, operations and merger and acquisition experience from her senior leadership positions at Innocor, Inc., The Dow Chemical Company, Rohm and Haas Company, Ashland Chemical Company and E.I. DuPont de Nemours and Company, Inc. In these positions, she has led expansion efforts in developing countries and can provide insights as to the issues we may face as we expand our presence in developing countries. Ms. Eicher is also very knowledgeable in public company corporate governance and related matters, having served as our governance chair from April 2015 to [date], and serving in a similar role on other boards.
Other U.S. Public Company Board Memberships (Current and Past Five Years)
•
Arconic Corporation (2020 to present)
•
Advanced Emission Solutions (2019 to present)
•
A. Schulman Company (2018 to 2019)
|
|
|
MARIA C. GREEN
![]()
Age: 71
Independent Director
Director since: 2019
Committees:
•
Audit
•
Executive
•
Governance, Chair
|
| |
Background
•
Former Senior Vice President and General Counsel of Ingersoll Rand plc, a world leader in creating comfortable, sustainable and efficient environments, from October 2015 to June 2019.
•
Senior Vice President, General Counsel and Secretary of Illinois Tool Works Inc., a global manufacturer of value-added consumables and specialty equipment, from 2012 to October 2015; Vice President, General Counsel and Secretary from 2011 to 2012; Deputy General Counsel and Assistant Secretary from 2008 to 2011; and Associate General Counsel and Assistant Secretary from 1997 to 2008.
•
Vice President Real Estate Development of Chicago Transit Authority from 1996 to September 1997.
•
General Counsel and Director of Commercial Development of National Railroad Passenger Corporation (Amtrak) from 1994 to 1996.
•
Associate General Counsel Corporate Affairs of Amtrak from 1989 to 1994.
•
Senior Associate, Hazel, Thomas Fiske, Beckhorn & Hanes, P.C. from 1987 to 1989.
•
Associate, Akin, Gump, Strauss, Hauer & Feld from 1986 to 1987.
•
Attorney, Continental Illinois National Bank & Trust Co. from 1981 to 1985.
Qualifications
Ms. Green was selected by the Board because of her extensive experience in public company corporate governance, global legal and compliance and international matters. Ms. Green also brings extensive public company experience in the areas of acquisitions, enterprise risk management, environmental health, safety and sustainability and shareholder engagement. This is particularly valuable as we focus on inorganic growth strategies and successful global business integrations, achievement of acquisition-related synergies and maximizing shareholder value. Ms. Green’s experience is also very important as we appropriately scope risk mitigation and ESG (sustainability) initiatives for the Company.
Other U.S. Public Company Board Memberships (Current and Past Five Years)
•
Fathom Digital Manufacturing Corporation (2021 to present)
•
Littelfuse, Inc. (2020 to present)
•
Wisconsin Energy Group (2019 to present)
|
|
|
DONAL L.
MULLIGAN ![]()
Age: 63
Independent Director
Director since: 2009
Chair of the Board since: 2023
Committees:
•
Audit
•
Executive, Chair
•
Governance
|
| |
Background
•
Former Executive Vice President and Chief Financial Officer for General Mills, Inc., one of the world’s largest food companies, from 2007 to February 2020, and Senior Advisor to Chief Executive Officer, General Mills from February 2020 to June 2020.
•
Held various executive positions with General Mills from 2001 to 2007, including Vice President Financial Operations for the International division; Vice President Financial Operations for Operations and Technology; and Vice President and Treasurer.
•
Served as Chief Financial Officer, International, for The Pillsbury Company from 1999 to 2001.
•
Held various international positions with PepsiCo Inc. and YUM! Brands, Inc. from 1987 to 1998, including Regional CFO, Americas; Finance Director, Asia; and Finance Director, Canada.
Qualifications
Mr. Mulligan was selected by the Board not only because of his financial expertise and his various senior financial and operations leadership positions at large multinational public companies, but also because of his knowledge in developing, marketing, selling, and branding innovative products, which is particularly relevant to our business. Mr. Mulligan also has extensive experience in acquisitions and integrations, enterprise risk management, and financial controls and compliance.
Other U.S. Public Company Board Memberships (Current and Past Five Years)
•
Herbalife, Ltd. (2021 to present)
•
Energizer Holdings, Inc. (2021 to present)
|
|
|
WHAT WE DO
|
| |||
|
✓
Majority independent directors on the Board and all committee members are independent
✓
Independent Chair of the Board
✓
Majority voting standard for the election of directors in uncontested elections
✓
Annual evaluations of the Board and each committee
✓
Shareholders owning 10% or more of stock have a right to call a special meeting of shareholders
|
| |
✓
No re-election of a director after he or she has reached retirement age, which is currently 73 years of age (increasing to 75 years of age effective as of the 2024 Annual Meeting), unless an exception is approved by the Board
✓
Directors limited to serving on a total of four public company boards or, in the case of a director serving as a CEO a total of two public company boards
✓
Stock ownership goals for directors and stock ownership guidelines for executives
✓
No poison pill
|
|
|
•
Balanced pay mix between fixed versus variable and cash versus equity
|
| |
•
Minimum performance requirements and maximum payout opportunities for incentive plans
|
|
|
•
Incentive plan performance metrics are distinct and balance multiple measures of performance
|
| |
•
Our Compensation Committee can directly retain outside experts in fulfilling their charter obligations
|
|
|
•
Performance targets are calibrated to align with our strategy and long-term value creation
|
| |
•
We maintain strong internal governance controls over the calculation of performance results
|
|
|
•
Our Compensation Committee approves goals and payouts and has ultimate authority to adjust payments as necessary
|
| |
•
We maintain strong governance policies including ownership guidelines, a claw-back policy, and prohibitions on stock hedging or pledging
|
|
|
•
Experience
|
| |
•
Diversity
|
|
|
•
Expertise
|
| |
•
Skills (including interpersonal)
|
|
|
•
Integrity
|
| |
•
Dedication
|
|
|
•
Competence
|
| | | |
|
•
The size of the Board
|
| |
•
Other board service
|
|
|
•
Directors with job changes
|
| |
•
Retirement
|
|
|
•
Director terms
|
| |
•
Independence
|
|
Component of Pay
|
| |
Board Year
Compensation |
| |||
Annual Board Cash Retainer | | | | $ | 75,000 | | |
Annual Committee Member Cash Retainer | | | | | | | |
Audit:
|
| | | $ | 15,000 | | |
Compensation:
|
| | | $ | 6,000 | | |
Governance:
|
| | | $ | 5,000 | | |
Annual Additional Committee Chair Cash Retainer | | | | | | | |
Audit:
|
| | | $ | 10,000 | | |
Compensation:
|
| | | $ | 10,000 | | |
Governance:
|
| | | $ | 5,000 | | |
Chair of the Board Cash Retainer | | | | $ | 75,000 | | |
Annual Grant of Restricted Stock Units | | | | $ | 115,000 | | |
Name
|
| |
Fees Earned or
Paid in Cash ($)(1) |
| |
Stock
Awards ($)(2) |
| |
Total
($) |
| |||||||||
Azita Arvani | | | | | 83,500 | | | | | | 114,964 | | | | | | 198,464 | | |
Carol S. Eicher | | | | | 84,750 | | | | | | 114,964 | | | | | | 199,714 | | |
Maria C. Green | | | | | 96,250 | | | | | | 114,964 | | | | | | 211,214 | | |
Andrew P. Hider | | | | | 87,500 | | | | | | 114,964 | | | | | | 202,464 | | |
Timothy R. Morse | | | | | 101,000 | | | | | | 114,964 | | | | | | 215,964 | | |
Donal L. Mulligan | | | | | 151,250 | | | | | | 114,964 | | | | | | 266,214 | | |
Steven A. Sonnenberg | | | | | 111,250 | | | | | | 114,964 | | | | | | 226,214 | | |
David Windley | | | | | 93,500 | | | | | | 114,964 | | | | | | 208,464 | | |
Name
|
| |
Restricted
Shares (#)(a) |
| |
Restricted
Stock Units (#)(b) |
| |
Deferred
Stock Units (#) |
| |
Stock
Options (#)(c) |
| ||||||||||||
Azita Arvani | | | | | 4,712 | | | | | | 1,447 | | | | | | 8,006 | | | | | | 10,675 | | |
Carol S. Eicher | | | | | 9,263 | | | | | | 1,447 | | | | | | 8,006 | | | | | | 10,675 | | |
Maria C. Green | | | | | — | | | | | | 1,447 | | | | | | 6,653 | | | | | | — | | |
Andrew P. Hider | | | | | — | | | | | | 1,447 | | | | | | — | | | | | | — | | |
Timothy R. Morse | | | | | — | | | | | | 1,447 | | | | | | 1,736 | | | | | | — | | |
Donal L. Mulligan | | | | | 7,262 | | | | | | 1,447 | | | | | | 1,353 | | | | | | 8,910 | | |
Steven A. Sonnenberg | | | | | 13,457 | | | | | | 1,447 | | | | | | — | | | | | | 8,910 | | |
David Windley | | | | | 1,780 | | | | | | 1,447 | | | | | | — | | | | | | 7,259 | | |
Description of Fee
|
| |
2023
|
| |
2022
|
| ||||||
Audit Fees(1)
|
| | | $ | 2,061,841 | | | | | $ | 2,027,000 | | |
Audit-Related Fees(2)
|
| | | $ | 24,000 | | | | | $ | 49,000 | | |
Tax Fees(3)
|
| | | $ | 149,328 | | | | | $ | 96,000 | | |
All Other Fees
|
| | | | — | | | | | | — | | |
Total
|
| | | $ | 2,235,169 | | | | | $ | 2,172,000 | | |
|
Members of Audit Committee
|
| |||
|
Timothy R. Morse (Chair)
Maria C. Green Andrew P. Hider |
| |
Donal L. Mulligan
Steven A. Sonnenberg |
|
|
WHAT WE DO
|
| |
WHAT WE DON’T DO
|
|
|
✓
Heavily emphasize performance-based compensation, using a combination of short- and long-term incentives, to ensure a strong connection between our operating performance and actual compensation
✓
Maintain multi-year vesting requirements for equity compensation awards
✓
Provide 100% of long-term incentives in the form of equity
✓
Enforce rigorous stock ownership guidelines
✓
Maintain a compensation recoupment (claw-back) policy
✓
Maintain a fully independent Compensation Committee
✓
Maintain a formal policy for equity award timing
✓
Maintain a formal stock trading policy that covers officer and access individuals
✓
Retain an independent compensation consultant
✓
Annually review risks associated with compensation
✓
Provide shareholders an annual opportunity to cast a say-on-pay vote
|
| |
×
Provide gross-up payments to cover excise taxes for executive or severance benefits
×
Provide excessive or special perquisites
×
Backdate or reprice stock options
×
Provide grants of reload stock options
×
Allow hedging or pledging of Tennant securities by executive officers or directors
|
|
Element
|
| |
Type
|
| |
Terms
|
|
Cash | | | Base Salary | | | Fixed pay element that reflects the value of the executive role. Generally eligible to be increased annually, depending on market conditions, performance and internal equity. | |
| | | Short-Term Cash Incentive Plan (“CIP”) | | | Focuses on achievement of annual goals that are directly linked to execution of the company’s annual operating plan and calibrated to deliver performance-aligned pay. | |
Long-Term Incentive Plan (“LTIP”) (100% Equity)
|
| | | | | The LTIP program focuses on: (1) direct linkage to stock price performance; (2) key financial drivers of shareholder value; and (3) supporting leadership retention objectives and facilitating and encouraging executive retention and stock ownership through the grant of stock options, PRSUs, and restricted stock with opportunities calibrated to deliver pay aligned with performance. | |
| | | Performance-Based Restricted Stock Units (“PRSUs”) | | |
The performance period for PRSUs is three years.
Payment is variable based on the relative achievement of pre-set financial goals.
PRSUs are paid in shares of our common stock on settlement.
|
|
| | | Stock Options | | | Stock options generally vest in equal installments over three years from the grant date and have a ten-year exercise period. | |
Element
|
| |
Type
|
| |
Terms
|
|
| | | Restricted Stock | | |
Restricted stock generally vests three years from the grant date.
Dividends are accumulated on restricted stock during the vesting period and paid in cash upon vesting.
|
|
Other Equity | | | Restricted Stock Units (“RSUs”) (used for one-time grants outside of the LTIP program) | | |
We may occasionally make one-time RSU grants outside the normal equity grant schedule for specific reasons. The vesting terms of those awards are typically aligned with the specific needs of the Company.
RSUs are paid in shares of our common stock on settlement.
|
|
| Alamo Group Inc. | | | ESCO Technologies Inc. | |
| Altra Industrial Motion Corp. | | | Federal Signal Corporation | |
| Astec Industries | | | Graco Inc. | |
| Barnes Group Inc. | | | Nordson Corporation | |
| Chart Industries, Inc. | | | Standex International Corporation | |
| CIRCOR International, Inc. | | | The Gorman-Rupp Company | |
| Columbus McKinnon Corporation | | | The Middleby Corporation | |
| Donaldson Company, Inc. | | | Tredegar Corporation | |
| Enerpac Tool Group | | | Watts Water Technologies, Inc. | |
| | |
Annualized Base Salary
|
| |||||||||||||||
| | |
2022
|
| |
2023
|
| |
% Increase
|
| |||||||||
David W. Huml | | | | $ | 855,000 | | | | | $ | 880,000 | | | | | | 2.9% | | |
Fay West | | | | $ | 545,900 | | | | | $ | 562,277 | | | | | | 3.0% | | |
Richard H. Zay | | | | $ | 469,763 | | | | | $ | 499,823 | | | | | | 6.4% | | |
Kristin A. Erickson | | | | $ | 372,778 | | | | | $ | 391,640 | | | | | | 5.1% | | |
Barbara A. Balinski | | | | $ | 320,433 | | | | | $ | 343,248 | | | | | | 7.1% | | |
Carol E. McKnight | | | | $ | 397,318 | | | | | $ | 409,635 | | | | | | 3.1% | | |
| | |
Incentive Targets as a
% of Base Salary |
| |||||||||||||||||||||
| | |
CIP
|
| |
LTIP
|
| ||||||||||||||||||
| | |
2022
|
| |
2023
|
| |
2022
|
| |
2023
|
| ||||||||||||
David W. Huml | | | | | 100% | | | | | | 100% | | | | | | 310% | | | | | | 310% | | |
Fay West | | | | | 70% | | | | | | 70% | | | | | | 160% | | | | | | 160% | | |
Richard H. Zay | | | | | 65% | | | | | | 70% | | | | | | 160% | | | | | | 160% | | |
Kristin A. Erickson | | | | | 55% | | | | | | 60% | | | | | | 115% | | | | | | 125% | | |
Barbara A. Balinski | | | | | 55% | | | | | | 60% | | | | | | 115% | | | | | | 125% | | |
Carol E. McKnight | | | | | 55% | | | | | | 60% | | | | | | 125% | | | | | | 125% | | |
Performance Metrics
|
| |
How It Is Determined/Defined
|
| |
Where It is Used
|
|
Adjusted Earnings before interest, tax, depreciation, and amortization in dollars (“Adjusted EBITDA$”)
|
| | Reported net sales minus operating expenses, which includes the cost of sales, research and development expenses and selling and administrative expenses but excludes depreciation and amortization expense, and excludes certain extraordinary and non-operational items, if any, as reported by the company | | |
2023 CIP
|
|
Adjusted Earnings before interest, tax, depreciation, and amortization as a percentage of net sales (“Adjusted EBITDA%”)
|
| | Adjusted EBITDA$ divided by net sales | | |
2023 CIP
|
|
Total Revenue | | | Reported annual net sales including the impact of foreign currency and divestitures and acquisitions | | |
2023 CIP
|
|
Incentive Return on Invested Capital (“Incentive ROIC”)
|
| | Three-year average of incentive operating profit (net sales minus operating expenses, which includes the cost of sales, research and development expenses and selling and administrative expenses) divided by (total assets – cash – short-term investments) – (total liabilities – debt) | | |
2021-2023 LTIP
2022-2024 LTIP
2023-2025 LTIP
|
|
Incentive Cumulative Earnings Per Share | | | Sum of adjusted net earnings divided by diluted weighted average shares outstanding for each year in the 3-year cycle (adjusted net earnings excludes amortization expense) | | |
2021-2023 LTIP
2022-2024 LTIP
2023-2025 LTIP
|
|
Performance Measure
|
| |
Weighting
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
2023 Actual
|
| |||||||||||||||
Adjusted EBITDA$
(in thousands) |
| | | | 50% | | | | | $ | 125,000 | | | | | $ | 152,000 | | | | | $ | 158,000 | | | | | $ | 192,900 | | |
Adjusted EBITDA% | | | | | 25% | | | |
12.0%
|
| |
13.4%
|
| |
13.9%
|
| |
15.5%
|
| ||||||||||||
Total Revenue ($ in thousands) | | | | | 25% | | | | | $ | 1,046,000 | | | | | $ | 1,137,000 | | | | | $ | 1,188,000 | | | | | $ | 1,244,000 | | |
Payout Level (% of Target Payout) | | | | | | | | |
50%
|
| |
100%
|
| |
200%
|
| |
200%
|
|
| | |
Equity Award Mix
|
| |||||||||
| | |
2022
|
| |
2023
|
| ||||||
Performance-Based Restricted Stock Units | | | | | 50% | | | | | | 50% | | |
Stock Options | | | | | 25% | | | | | | 25% | | |
Restricted Stock | | | | | 25% | | | | | | 25% | | |
Performance Measure
|
| |
Weighting
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Actual
|
| |||||||||||||||
2021-2023 Incentive ROIC
(12-Month Average/3-Year Simple Average) |
| | | | 60% | | | |
13.0%
|
| |
17.3%
|
| |
19.1%
|
| |
15.75%
|
| ||||||||||||
2021-2023 Cumulative Earnings Per Share | | | | | 40% | | | | | $ | 10.15 | | | | | $ | 13.53 | | | | | $ | 14.89 | | | | | $ | 15.12 | | |
Payout Level (% of Target Payout) | | | | | | | | |
50%
|
| |
100%
|
| |
200%
|
| |
128.9%
|
|
|
Members of the Compensation Committee
|
| |||
| David Windley (Chair) | | |
Carol S. Eicher
|
|
| Azita Arvani | | |
Timothy R. Morse
|
|
Name and Principal
Position |
| |
Year
|
| |
Salary
($) |
| |
Bonus
($)(1) |
| |
Stock
Awards ($)(2) |
| |
Option
Awards ($)(3) |
| |
Non-Equity
Incentive Plan Compensation ($)(4) |
| |
Non-Qualified
Deferred Compensation Earnings ($)(5) |
| |
All Other
Compensation ($)(6) |
| |
Total
($) |
| |||||||||||||||||||||||||||
David W. Huml
President and Chief Executive Officer |
| | | | 2023 | | | | | | 873,750 | | | | | | — | | | | | | 2,046,033 | | | | | | 682,032 | | | | | | 1,760,000 | | | | | | — | | | | | | 158,329 | | | | | | 5,520,144 | | |
| | | 2022 | | | | | | 841,462 | | | | | | — | | | | | | 1,987,856 | | | | | | 662,643 | | | | | | 542,669 | | | | | | 773 | | | | | | 69,175 | | | | | | 4,104,578 | | | ||
| | | 2021 | | | | | | 755,769 | | | | | | — | | | | | | 2,047,506 | | | | | | 550,003 | | | | | | 887,912 | | | | | | 772 | | | | | | 61,366 | | | | | | 4,303,328 | | | ||
Fay West
Chief Financial Officer and Principal Accounting Officer |
| | | | 2023 | | | | | | 558,183 | | | | | | — | | | | | | 674,723 | | | | | | 224,923 | | | | | | 787,188 | | | | | | — | | | | | | 110,887 | | | | | | 2,355,904 | | |
| | | 2022 | | | | | | 541,986 | | | | | | — | | | | | | 655,134 | | | | | | 218,372 | | | | | | 242,538 | | | | | | — | | | | | | 68,837 | | | | | | 1,726,867 | | | ||
| | | 2021 | | | | | | 381,192 | | | | | | 100,000 | | | | | | 1,736,033 | | | | | | 212,009 | | | | | | 452,952 | | | | | | — | | | | | | 124,955 | | | | | | 3,007,143 | | | ||
Richard H. Zay
Chief Commercial Officer |
| | | | 2023 | | | | | | 492,308 | | | | | | — | | | | | | 599,802 | | | | | | 199,937 | | | | | | 699,752 | | | | | | — | | | | | | 52,453 | | | | | | 2,044,252 | | |
| | | 2022 | | | | | | 466,395 | | | | | | 125,000 | | | | | | 563,671 | | | | | | 187,911 | | | | | | 193,803 | | | | | | 243 | | | | | | 33,133 | | | | | | 1,570,156 | | | ||
| | | 2021 | | | | | | 442,769 | | | | | | 650,000 | | | | | | 826,227 | | | | | | 176,728 | | | | | | 361,939 | | | | | | 423 | | | | | | 38,251 | | | | | | 2,496,337 | | | ||
Kristin A. Erickson
Senior Vice President, General Counsel |
| | | | 2023 | | | | | | 386,925 | | | | | | 125,000 | | | | | | 367,169 | | | | | | 122,388 | | | | | | 469,968 | | | | | | — | | | | | | 40,490 | | | | | | 1,511,940 | | |
| | | 2022 | | | | | | 366,679 | | | | | | — | | | | | | 321,501 | | | | | | 107,169 | | | | | | 130,131 | | | | | | 25 | | | | | | 23,165 | | | | | | 948,670 | | | ||
Barbara A. Balinski
Senior Vice President, Chief Transformation Officer(7) |
| | | | 2023 | | | | | | 337,545 | | | | | | — | | | | | | 321,838 | | | | | | 107,280 | | | | | | 411,898 | | | | | | — | | | | | | 33,185 | | | | | | 1,211,746 | | |
Carol E. McKnight
Former Senior Vice President, Chief Administrative Officer(8) |
| | | | 2023 | | | | | | 162,350 | | | | | | — | | | | | | 384,005 | | | | | | 128,029 | | | | | | 98,312 | | | | | | — | | | | | | 254,462 | | | | | | 1,027,158 | | |
| | | 2022 | | | | | | 394,469 | | | | | | — | | | | | | 372,472 | | | | | | 124,171 | | | | | | 138,698 | | | | | | 126 | | | | | | 26,140 | | | | | | 1,056,076 | | | ||
| | | 2021 | | | | | | 378,402 | | | | | | — | | | | | | 578,653 | | | | | | 120,535 | | | | | | 259,027 | | | | | | 205 | | | | | | 32,221 | | | | | | 1,369,043 | | |
| | | | | | | | |
2023-2025 PRSUs
($) |
| |||||||||
| | |
Restricted Stock ($)
|
| |
Target
|
| |
Maximum
|
| |||||||||
David W. Huml | | | | | 682,011 | | | | | | 1,364,022 | | | | | | 2,728,044 | | |
Fay West | | | | | 224,908 | | | | | | 449,815 | | | | | | 899,631 | | |
Richard H. Zay | | | | | 199,910 | | | | | | 399,893 | | | | | | 799,785 | | |
Kristin A. Erickson | | | | | 122,366 | | | | | | 244,804 | | | | | | 489,608 | | |
Barbara A. Balinski | | | | | 107,279 | | | | | | 214,559 | | | | | | 429,117 | | |
Carol E. McKnight | | | | | 127,977 | | | | | | 256,027 | | | | | | 512,055 | | |
| | |
Savings Plan
|
| |
Non- Qualified
Plan |
| | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Name
|
| |
401(k)
Match ($) |
| |
Profit
Sharing ($)(a) |
| |
Excess
Match and Profit Sharing ($)(a) |
| |
Additional
Profit Sharing ($)(a) |
| |
Executive
Long-Term Disability ($) |
| |
Other
($)(b) |
| |
Total
($) |
| |||||||||||||||||||||
David W. Huml | | | | | 9,900 | | | | | | 13,200 | | | | | | 65,185 | | | | | | 10,865 | | | | | | 55,389 | | | | | | 3,790 | | | | | | 158,329 | | |
Fay West | | | | | 9,900 | | | | | | 13,200 | | | | | | 28,244 | | | | | | 4,707 | | | | | | 10,378 | | | | | | 44,458 | | | | | | 110,887 | | |
Richard H. Zay | | | | | 9,900 | | | | | | 13,200 | | | | | | 21,366 | | | | | | 3,561 | | | | | | 4,426 | | | | | | — | | | | | | 52,453 | | |
Kristin A. Erickson | | | | | 9,900 | | | | | | 13,200 | | | | | | 11,223 | | | | | | 1,871 | | | | | | 4,008 | | | | | | 288 | | | | | | 40,490 | | |
Barbara A. Balinski | | | | | 9,900 | | | | | | 13,200 | | | | | | 7,164 | | | | | | 1,194 | | | | | | 1,554 | | | | | | 173 | | | | | | 33,185 | | |
Carol E. McKnight | | | | | 9,031 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,225 | | | | | | 244,206 | | | | | | 254,462 | | |
| | | | | | | | | | | | | | |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards |
| |
Estimated Future
Payouts Under Equity Incentive Plan Awards |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise
or Base Price of Option Awards ($/Share)(1) |
| |
Grant Date
Fair Value of Stock and Option Awards ($)(2) |
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant
Date |
| |
Approval
Date |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||||||||||||||||||||||||||||||||||||||
David W. Huml | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Executive Officer
Cash Incentive Plan(3) |
| | | | — | | | | | | — | | | | | | 440,000 | | | | | | 880,000 | | | | | | 1,760,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PRSU Award(4)
|
| | | | 02/28/23 | | | | | | 02/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | 9,358 | | | | | | 18,716 | | | | | | 37,432 | | | | | | | | | | | | | | | | | | | | | | | | 1,364,022 | | |
Restricted Stock Award(5)
|
| | | | 02/28/23 | | | | | | 02/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,358 | | | | | | | | | | | | | | | | | | 682,011 | | |
Stock Option Award(6)
|
| | | | 02/28/23 | | | | | | 02/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 28,170 | | | | | | 72.88 | | | | | | 682,032 | | |
| | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fay West | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Executive Officer
Cash Incentive Plan(3) |
| | | | — | | | | | | — | | | | | | 196,797 | | | | | | 393,594 | | | | | | 787,188 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PRSU Award4
|
| | | | 02/28/23 | | | | | | 02/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | 3,086 | | | | | | 6,172 | | | | | | 12,344 | | | | | | | | | | | | | | | | | | | | | | | | 449,815 | | |
Restricted Stock Award(5)
|
| | | | 02/28/23 | | | | | | 02/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,086 | | | | | | | | | | | | | | | | | | 224,908 | | |
Stock Option Award(6)
|
| | | | 02/28/23 | | | | | | 02/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,290 | | | | | | 72.88 | | | | | | 224,923 | | |
| | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Richard H. Zay | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Executive Officer
Cash Incentive Plan(3) |
| | | | — | | | | | | — | | | | | | 174,938 | | | | | | 349,876 | | | | | | 699,752 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PRSU Award(4)
|
| | | | 02/28/23 | | | | | | 02/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | 2,744 | | | | | | 5,487 | | | | | | 10,974 | | | | | | | | | | | | | | | | | | | | | | | | 399,893 | | |
Restricted Stock Award(5)
|
| | | | 02/28/23 | | | | | | 02/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,743 | | | | | | | | | | | | | | | | | | 199,910 | | |
Stock Option Award(6)
|
| | | | 02/28/23 | | | | | | 02/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,258 | | | | | | 72.88 | | | | | | 199,937 | | |
| | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Kristin A. Erickson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Executive Officer
Cash Incentive Plan(3) |
| | | | — | | | | | | — | | | | | | 117,492 | | | | | | 234,984 | | | | | | 469,968 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PRSU Award4
|
| | | | 02/28/23 | | | | | | 02/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | 1,680 | | | | | | 3,359 | | | | | | 6,718 | | | | | | | | | | | | | | | | | | | | | | | | 244,804 | | |
Restricted Stock Award(5)
|
| | | | 02/28/23 | | | | | | 02/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,679 | | | | | | | | | | | | | | | | | | 122,366 | | |
Stock Option Award(6)
|
| | | | 02/28/23 | | | | | | 02/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,055 | | | | | | 72.88 | | | | | | 122,388 | | |
| | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Barbara A. Balinski | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Executive Officer
Cash Incentive Plan(3) |
| | | | — | | | | | | — | | | | | | 102,974 | | | | | | 205,949 | | | | | | 411,898 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PRSU Award(4)
|
| | | | 02/28/23 | | | | | | 02/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | 1,472 | | | | | | 2,944 | | | | | | 5,888 | | | | | | | | | | | | | | | | | | | | | | | | 214,559 | | |
Restricted Stock Award(5)
|
| | | | 02/28/23 | | | | | | 02/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,472 | | | | | | | | | | | | | | | | | | 107,279 | | |
Stock Option Award(6)
|
| | | | 02/28/23 | | | | | | 02/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,431 | | | | | | 72.88 | | | | | | 107,280 | | |
| | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Carol E. McKnight(7) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Executive Officer
Cash Incentive Plan(3) |
| | | | — | | | | | | — | | | | | | 122,891 | | | | | | 245,781 | | | | | | 491,562 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PRSU Award(4)
|
| | | | 02/28/23 | | | | | | 02/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | 1,757 | | | | | | 3,513 | | | | | | 7,026 | | | | | | | | | | | | | | | | | | | | | | | | 256,027 | | |
Restricted Stock Award(5)
|
| | | | 02/28/23 | | | | | | 02/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,756 | | | | | | | | | | | | | | | | | | 127,977 | | |
Stock Option Award(6)
|
| | | | 02/28/23 | | | | | | 02/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,288 | | | | | | 72.88 | | | | | | 128,029 | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Option Grant
Date |
| |
Number of
Securities Underlying Unexercised Options Exercisable (#)(1) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#)(1) |
| |
Option
Exercise Price ($/Share) |
| |
Option
Expiration Date |
| |
Stock Grant
Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#)(2) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(3) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(4) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(3) |
| ||||||||||||||||||||||||||||||
David W. Huml
|
| | | | 02/26/2016 | | | | | | 1,851 | | | | | | — | | | | | | 52.42 | | | | | | 02/26/2026 | | | | | | 03/02/2021 | | | | | | 7,030 | | | | | | 651,611 | | | | | | — | | | | | | — | | |
| | | | | 02/28/2017 | | | | | | 5,065 | | | | | | — | | | | | | 73.20 | | | | | | 02/28/2027 | | | | | | 03/02/2021 | | | | | | — | | | | | | — | | | | | | 14,059 | | | | | | 1,303,129 | | |
| | | | | 02/27/2018 | | | | | | 13,093 | | | | | | — | | | | | | 67.70 | | | | | | 02/27/2028 | | | | | | 03/01/2022 | | | | | | 8,411 | | | | | | 779,616 | | | | | | — | | | | | | — | | |
| | | | | 02/26/2019 | | | | | | 14,056 | | | | | | — | | | | | | 63.65 | | | | | | 02/26/2029 | | | | | | 03/01/2022 | | | | | | — | | | | | | — | | | | | | 16,822 | | | | | | 1,559,231 | | |
| | | | | 02/25/2020 | | | | | | 7,470 | | | | | | — | | | | | | 82.29 | | | | | | 02/25/2030 | | | | | | 02/28/2023 | | | | | | 9,358 | | | | | | 867,393 | | | | | | — | | | | | | — | | |
| | | | | 05/11/2020 | | | | | | 3,197 | | | | | | — | | | | | | 56.28 | | | | | | 05/11/2030 | | | | | | 02/28/2023 | | | | | | — | | | | | | — | | | | | | 18,716 | | | | | | 1,734,786 | | |
| | | | | 03/02/2021 | | | | | | 16,874 | | | | | | 8,437 | | | | | | 78.24 | | | | | | 03/02/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 03/01/2022 | | | | | | 9,419 | | | | | | 18,838 | | | | | | 78.78 | | | | | | 03/01/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 02/28/2023 | | | | | | — | | | | | | 28,170 | | | | | | 72.88 | | | | | | 02/28/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fay West
|
| | | | 05/07/2021 | | | | | | 5,872 | | | | | | 2,936 | | | | | | 85.73 | | | | | | 05/07/2031 | | | | | | 05/07/2021 | | | | | | 2,473 | | | | | | 229,222 | | | | | | — | | | | | | — | | |
| | | | | 03/01/2022 | | | | | | 3,104 | | | | | | 6,208 | | | | | | 78.78 | | | | | | 03/01/2032 | | | | | | 05/07/2021 | | | | | | — | | | | | | — | | | | | | 4,946 | | | | | | 458,445 | | |
| | | | | 02/28/2023 | | | | | | — | | | | | | 9,290 | | | | | | 72.88 | | | | | | 02/28/2033 | | | | | | 03/01/2022 | | | | | | 2,772 | | | | | | 256,937 | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 03/01/2022 | | | | | | — | | | | | | — | | | | | | 5,544 | | | | | | 513,873 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 02/28/2023 | | | | | | 3,086 | | | | | | 286,041 | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 02/28/2023 | | | | | | — | | | | | | — | | | | | | 6,172 | | | | | | 572,083 | | |
Richard H. Zay
|
| | | | 02/27/2015 | | | | | | 7,690 | | | | | | — | | | | | | 66.97 | | | | | | 02/27/2025 | | | | | | 03/02/2021 | | | | | | 2,259 | | | | | | 209,387 | | | | | | — | | | | | | — | | |
| | | | | 02/26/2016 | | | | | | 14,106 | | | | | | — | | | | | | 52.42 | | | | | | 02/26/2026 | | | | | | 03/02/2021 | | | | | | — | | | | | | — | | | | | | 4,518 | | | | | | 418,773 | | |
| | | | | 02/28/2017 | | | | | | 12,565 | | | | | | — | | | | | | 73.20 | | | | | | 02/28/2027 | | | | | | 03/01/2022 | | | | | | 2,385 | | | | | | 221,066 | | | | | | — | | | | | | — | | |
| | | | | 02/27/2018 | | | | | | 13,871 | | | | | | — | | | | | | 67.70 | | | | | | 02/27/2028 | | | | | | 03/01/2022 | | | | | | — | | | | | | — | | | | | | 4,770 | | | | | | 442,131 | | |
| | | | | 02/26/2019 | | | | | | 14,891 | | | | | | — | | | | | | 63.65 | | | | | | 02/26/2029 | | | | | | 02/28/2023 | | | | | | 2,743 | | | | | | 254,249 | | | | | | — | | | | | | — | | |
| | | | | 02/25/2020 | | | | | | 8,068 | | | | | | — | | | | | | 82.29 | | | | | | 02/25/2030 | | | | | | 02/28/2023 | | | | | | — | | | | | | — | | | | | | 5,487 | | | | | | 508,590 | | |
| | | | | 03/02/2021 | | | | | | 5,422 | | | | | | 2,711 | | | | | | 78.24 | | | | | | 03/02/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 03/01/2022 | | | | | | 2,671 | | | | | | 5,342 | | | | | | 78.78 | | | | | | 03/01/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 02/28/2023 | | | | | | — | | | | | | 8,258 | | | | | | 72.88 | | | | | | 02/28/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Kristin A. Erickson
|
| | | | 02/27/2015 | | | | | | 1,270 | | | | | | — | | | | | | 66.97 | | | | | | 02/27/2025 | | | | | | 03/02/2021 | | | | | | 1,223 | | | | | | 113,360 | | | | | | — | | | | | | — | | |
| | | | | 02/28/2017 | | | | | | 556 | | | | | | — | | | | | | 73.20 | | | | | | 02/28/2027 | | | | | | 03/02/2021 | | | | | | — | | | | | | — | | | | | | 2,446 | | | | | | 226,720 | | |
| | | | | 02/27/2018 | | | | | | 1,763 | | | | | | — | | | | | | 67.70 | | | | | | 02/27/2028 | | | | | | 03/01/2022 | | | | | | 1,360 | | | | | | 126,058 | | | | | | — | | | | | | — | | |
| | | | | 02/26/2019 | | | | | | 1,874 | | | | | | — | | | | | | 63.65 | | | | | | 02/26/2029 | | | | | | 03/01/2022 | | | | | | — | | | | | | — | | | | | | 2,721 | | | | | | 252,209 | | |
| | | | | 11/04/2019 | | | | | | 327 | | | | | | — | | | | | | 77.31 | | | | | | 11/04/2029 | | | | | | 02/28/2023 | | | | | | 1,679 | | | | | | 155,627 | | | | | | — | | | | | | — | | |
| | | | | 03/02/2021 | | | | | | 2,936 | | | | | | 1,468 | | | | | | 78.24 | | | | | | 03/02/2031 | | | | | | 02/28/2023 | | | | | | — | | | | | | — | | | | | | 3,359 | | | | | | 311,346 | | |
| | | | | 03/01/2022 | | | | | | 1,524 | | | | | | 3,046 | | | | | | 78.78 | | | | | | 03/01/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 02/28/2023 | | | | | | — | | | | | | 5,055 | | | | | | 72.88 | | | | | | 02/28/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Barbara A. Balinski
|
| | | | 04/26/2018 | | | | | | 1,878 | | | | | | — | | | | | | 73.90 | | | | | | 04/26/2028 | | | | | | 03/02/2021 | | | | | | 1,072 | | | | | | 99,364 | | | | | | — | | | | | | — | | |
| | | | | 02/26/2019 | | | | | | 2,926 | | | | | | — | | | | | | 63.65 | | | | | | 02/26/2029 | | | | | | 03/02/2021 | | | | | | — | | | | | | — | | | | | | 2,144 | | | | | | 198,727 | | |
| | | | | 03/02/2021 | | | | | | 2,573 | | | | | | 1,287 | | | | | | 78.24 | | | | | | 03/02/2031 | | | | | | 03/01/2022 | | | | | | 1,169 | | | | | | 108,355 | | | | | | — | | | | | | — | | |
| | | | | 03/01/2022 | | | | | | 1,310 | | | | | | 2,619 | | | | | | 78.78 | | | | | | 03/01/2032 | | | | | | 03/01/2022 | | | | | | — | | | | | | — | | | | | | 2,339 | | | | | | 216,802 | | |
| | | | | 02/28/2023 | | | | | | — | | | | | | 4,431 | | | | | | 72.88 | | | | | | 02/28/2033 | | | | | | 02/28/2023 | | | | | | 1,472 | | | | | | 136,440 | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 02/28/2023 | | | | | | — | | | | | | — | | | | | | 2,944 | | | | | | 272,879 | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
Name
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value
Realized on Exercise ($) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value
Realized on Vesting ($) |
| ||||||||||||
David W. Huml | | | | | 4,599 | | | | | | 87,366 | | | | | | 7,226 | | | | | | 528,843 | | |
Fay West | | | | | — | | | | | | — | | | | | | 6,416 | | | | | | 502,437 | | |
Richard H. Zay | | | | | 4,055 | | | | | | 101,862 | | | | | | 5,343 | | | | | | 387,426 | | |
Kristin A. Erickson | | | | | 950 | | | | | | 20,264 | | | | | | 1,236 | | | | | | 89,533 | | |
Barbara A. Balinski | | | | | — | | | | | | — | | | | | | 1,101 | | | | | | 79,754 | | |
Carol E. McKnight | | | | | 58,211 | | | | | | 536,400 | | | | | | 3,918 | | | | | | 284,098 | | |
Name
|
| |
Executive
Contributions in Last FY ($)(1) |
| |
Registrant
Contributions in Last FY ($)(2) |
| |
Aggregate
Earnings in Last FY ($)(3) |
| |
Aggregate
Withdrawals/ Distributions ($)(4) |
| |
Aggregate
Balance at Last FYE ($)(5) |
| |||||||||||||||
David W. Huml | | | | | 439,375 | | | | | | 65,185 | | | | | | 119,761 | | | | | | — | | | | | | 1,123,469 | | |
Fay West | | | | | — | | | | | | 28,244 | | | | | | 3,095 | | | | | | — | | | | | | 52,976 | | |
Richard H. Zay | | | | | — | | | | | | 21,366 | | | | | | 26,601 | | | | | | — | | | | | | 208,101 | | |
Kristin A. Erickson | | | | | — | | | | | | 11,223 | | | | | | 4,029 | | | | | | — | | | | | | 40,721 | | |
Barbara A. Balinski | | | | | — | | | | | | 7,164 | | | | | | 2,439 | | | | | | — | | | | | | 26,180 | | |
Carol E. McKnight | | | | | — | | | | | | — | | | | | | 13,205 | | | | | | — | | | | | | 99,030 | | |
Name
|
| |
Year
|
| |
Non-Qualified
Deferred Compensation Earnings ($) |
| |
Excess
($) |
| |||||||||
David W. Huml | | | | | 2022 | | | | | | 773 | | | | | | 56,975 | | |
| | | | | 2021 | | | | | | 772 | | | | | | 43,444 | | |
| | | | | 2020 | | | | | | 430 | | | | | | 85,424 | | |
| | | | | 2019 | | | | | | — | | | | | | 18,441 | | |
| | | | | 2018 | | | | | | 208 | | | | | | 7,224 | | |
| | | | | 2017 | | | | | | 593 | | | | | | 5,990 | | |
Fay West | | | | | 2022 | | | | | | — | | | | | | 21,637 | | |
| | | | | 2021 | | | | | | — | | | | | | — | | |
Richard H. Zay | | | | | 2022 | | | | | | 243 | | | | | | 20,933 | | |
| | | | | 2021 | | | | | | 423 | | | | | | 20,329 | | |
| | | | | 2020 | | | | | | 317 | | | | | | 24,227 | | |
| | | | | 2019 | | | | | | — | | | | | | 19,637 | | |
| | | | | 2018 | | | | | | 138 | | | | | | 5,846 | | |
| | | | | 2017 | | | | | | 364 | | | | | | 7,926 | | |
| | | | | 2016 | | | | | | 46 | | | | | | 13,386 | | |
| | | | | 2015 | | | | | | — | | | | | | 9,156 | | |
| | | | | 2014 | | | | | | — | | | | | | 5,282 | | |
Kristin A. Erickson | | | | | 2022 | | | | | | 25 | | | | | | 10,965 | | |
Carol E. McKnight | | | | | 2022 | | | | | | 126 | | | | | | 13,940 | | |
| | | | | 2021 | | | | | | 205 | | | | | | 14,299 | | |
| | | | | 2020 | | | | | | 129 | | | | | | 18,510 | | |
| | | | | 2019 | | | | | | — | | | | | | — | | |
Name
|
| |
Cash Severance
($) |
| |
CIP
($) |
| |
Benefits
($) |
| |
Total
($) |
| ||||||||||||
David W. Huml | | | | | 1,760,000 | | | | | | 3,520,000 | | | | | | 18,137 | | | | | | 5,298,137 | | |
Fay West | | | | | 562,277 | | | | | | 787,188 | | | | | | 150 | | | | | | 1,349,615 | | |
Richard H. Zay | | | | | 499,823 | | | | | | 699,752 | | | | | | 18,305 | | | | | | 1,217,880 | | |
Kristin A. Erickson | | | | | 391,640 | | | | | | 469,968 | | | | | | 9,567 | | | | | | 871,175 | | |
Barbara A. Balinski | | | | | 343,248 | | | | | | 411,898 | | | | | | 12,891 | | | | | | 768,037 | | |
Carol E. McKnight | | | | | 409,635 | | | | | | 98,312 | | | | | | 5,741 | | | | | | 513,688 | | |
Name
|
| |
Cash Severance
($) |
| |
CIP Target
($) |
| |
Benefits
($) |
| |
Total
($) |
| ||||||||||||
David W. Huml | | | | | 5,280,000 | | | | | | 880,000 | | | | | | 18,137 | | | | | | 6,178,137 | | |
Fay West | | | | | 1,911,742 | | | | | | 393,594 | | | | | | 225 | | | | | | 2,305,561 | | |
Richard H. Zay | | | | | 2,549,097 | | | | | | 349,876 | | | | | | 27,458 | | | | | | 2,926,431 | | |
Kristin A. Erickson | | | | | 1,253,248 | | | | | | 234,984 | | | | | | 14,351 | | | | | | 1,502,583 | | |
Barbara A. Balinski | | | | | 1,098,394 | | | | | | 205,949 | | | | | | 19,336 | | | | | | 1,323,679 | | |
Name
|
| |
Value of Accelerated
Awards under CIC ($) |
| |
Values of Accelerated
Awards under Death, Disability or Retirement ($) |
| ||||||
David W. Huml | | | | | 6,534,635 | | | | | | 3,891,785 | | |
Fay West | | | | | 2,148,979 | | | | | | 1,262,995 | | |
Richard H. Zay | | | | | 1,912,495 | | | | | | 1,144,601 | | |
Kristin A. Erickson | | | | | 1,122,322 | | | | | | 662,854 | | |
Barbara A. Balinski | | | | | 976,630 | | | | | | 576,146 | | |
| | | Summary Comp. Table Total for David W. Huml ($)(1) | | | Summary Comp. Table Total for H. Chris Killingstad ($)(1) | | | Comp. Actually Paid to David W. Huml ($)(1)(2) | | | Comp. Actually Paid to H. Chris Killingstad ($)(1)(2) | | | Average Summary Comp. Table Total for Non-CEO NEOs ($)(1) | | | Average Comp. Actually Paid to Non-CEO NEOs ($)(1)(2) | | | Year-end value of $100 invested on 12/31/2019 in: | | | Net Income (in millions) ($) | | | EBITDA (in millions) ($)(4) | | |||||||||||||||||||||||||||||||||
Year | | | Tennant Company ($) | | | S&P 500 Industrials (Sector) (TR) ($)(3) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Current CEO ($) | | | Average of Other NEOs ($) | | ||||||
Summary Compensation Table (“SCT”) Total | | | | | | | | | | | | ||
Adjustments: | | | | | | | | | | | | | |
SCT Stock and Option Amounts | | | | | ( | | | | | | ( | | |
Year-end fair value of unvested awards granted in the current year | | | | | | | | | | | | ||
Year-over-year difference of year-end fair values for unvested awards granted in prior years | | | | | | | | | | | | ||
Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years for which all applicable vesting conditions were satisfied during fiscal year 2023 | | | | | | | | | | | | ||
Forfeitures during current year equal to prior year-end fair value | | | | | | | | | | ( | | | |
Dividends on vesting of restricted stock grants | | | | | | | | | | | | ||
Compensation Actually Paid | | | | | | | | | | | |
| | |
Plan Category
|
| |
(a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) |
| |
(b)
Weighted-average exercise price of outstanding options, warrants and rights(2) |
| |
(c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column (a)) |
| |||||||||
Equity compensation plans
approved by security holders |
| | | | 911,044 | | | | | $ | 70.22 | | | | | | 975,475 | | |
Equity compensation plans
not approved by security holders(3) |
| | | | 13,754 | | | | | $ | 85.73 | | | | | | — | | |
Total | | | | | 924,798 | | | | | $ | 70.43 | | | | | | 975,475 | | |
| | |
Current
|
| |
After Approval of Amended 2020
Plan |
| ||||||||||||||||||
| | |
Shares Reserved for
Issuance of Outstanding Awards(1) |
| |
Shares Available
for Future Awards |
| |
Shares
Reserved for Issuance of Outstanding Awards |
| |
Shares Available for
Future Awards |
| ||||||||||||
Prior Plans (Terminated)(2) | | | | | 202,417 | | | | | | — | | | | | | 202,417 | | | | | | — | | |
Equity compensation plans not approved by security holders(3)
|
| | | | 11,281 | | | | | | — | | | | | | 11,281 | | | | | | — | | |
2020 Plan | | | | | 506,032 | | | | | | 753,037 | | | | | | 506,032 | | | | | | 1,853,037 | | |
Total | | | | | 719,730 | | | | | | 753,037 | | | | | | 719,730 | | | | | | 1,853,037 | | |
| | |
Types of Awards
|
| | | | | | | | | | | | | |||||||||
| | |
Options/SARs
|
| |
Full Value
Awards |
| |
Weighted
Average Exercise Price of Options/SARS |
| |
Weighted
Average Term to Expiration |
| ||||||||||||
Prior Plans (Terminated)(2) | | | | | 156,847 | | | | | | 45,570 | | | | | $ | 66.91 | | | | | | 3.9 | | |
Equity compensation plans not approved by security
holders(3) |
| | | | 8,808 | | | | | | 2,473 | | | | | $ | 85.73 | | | | | | 7.2 | | |
2020 Plan | | | | | 154,190 | | | | | | 351,842 | | | | | $ | 76.06 | | | | | | 8.0 | | |
Total | | | | | 319,845 | | | | | | 399,885 | | | | | $ | 71.84 | | | | | | 6.0 | | |
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Stock Options Granted | | | | | 60,492 | | | | | | 63,724 | | | | | | 73,274 | | |
Restricted Share Awards Granted | | | | | 20,094 | | | | | | 18,967 | | | | | | 16,863 | | |
Restricted Stock Units Granted | | | | | 59,034 | | | | | | 52,477 | | | | | | 61,121 | | |
PRSU Awards Earned | | | | | 51,712 | | | | | | 32,130 | | | | | | 43,198 | | |
Total | | | | | 191,332 | | | | | | 167,298 | | | | | | 194,456 | | |
| | ||||||||||||||||||
Weighted Average Common Shares Outstanding
|
| | | | 18,509,523 | | | | | | 18,494,356 | | | | | | 18,499,674 | | |
Burn Rate | | |
1.03%
|
| |
0.90%
|
| |
1.05%
|
| |||||||||
2021-2023 3-Year Average Burn Rate | | |
1.0%
|
| | | | — | | | | | | — | | |
Name and Address of Beneficial Owner
|
| |
Amount and Nature
of Beneficial Ownership |
| |
Percent of
Common Stock(1) |
|
BlackRock, Inc.
50 Hudson Yards New York, NY 10001 |
| | 3,128,203 shares in aggregate. BlackRock has sole voting power for 3,058,532 shares and sole investment authority for 3,128,203 shares.(2)(3) | | |
16.5%
|
|
The Vanguard Group, Inc.
100 Vanguard Blvd. Malvern, PA 19355 |
| | 2,250,515 shares in aggregate. Vanguard Group has sole voting power for 0 shares, shared voting power for 23,486 shares, sole investment authority for 2,207,514 shares and shared investment authority for 43,001 shares.(2) | | |
11.8%
|
|
Mairs & Power, Inc.
30 East 7th Street, Suite 2500 St. Paul, MN 55101 |
| | 1,227,944 shares in aggregate. Mairs & Power has sole voting power for 1,224,804 shares and sole investment authority for 1,227,944 shares.(2) | | |
6.4%
|
|
Name of Beneficial Owner
|
| |
Amount and Nature
of Beneficial Ownership |
| |
Percent of
Common Stock(1) |
| |||
David W. Huml | | |
140,892 shares(4)
|
| | | | * | | |
Fay West | | |
41,005 shares(4)
|
| | | | * | | |
Richard H. Zay | | |
90,775 shares(4)
|
| | | | * | | |
Kristin A. Erickson | | |
25,624 shares(4)
|
| | | | * | | |
Barbara A. Balinski | | |
22,648 shares(4)
|
| | | | * | | |
Carol E. McKnight | | |
0 shares(4)
|
| | | | * | | |
Azita Arvani | | |
24,522 shares(4)
|
| | | | * | | |
Carol S. Eicher | | |
33,539 shares(4)
|
| | | | * | | |
Maria C. Green | | |
8,331 shares(4)
|
| | | | * | | |
Andrew P. Hider | | |
4,056 shares(4)
|
| | | | * | | |
Timothy R. Morse | | |
4,736 shares(4)
|
| | | | * | | |
Donal L. Mulligan | | |
24,714 shares(4)
|
| | | | * | | |
Steven A. Sonnenberg | | |
24,441 shares(4)
|
| | | | * | | |
David Windley | | |
12,689 shares(4)
|
| | | | * | | |
All directors and current executive officers as a group (14 persons) | | |
461,662 shares(5)
|
| |
2.4%
|
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