DEF 14A of Tennant Co, Mar 18, 2025

DEF 14A of Tennant Co

Filed Mar 18, 2025 · FY20240001104659-25-025065

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  2. Information, Qualifications, Experience and Tenure

    Information, Qualifications, Experience and Tenure Directors with terms expiring at the Annual Meeting are Class III directors Andrew P. Hider, David W. Huml and David Windley. Mark W. Sheahan, who joined the Board May 15, 2024, as a Class II director, is standing for election by shareholders for the first time at the Annual Meeting. Director Nominees For Terms Expiring in 2028 (Class III Directors):

  3. Information, Qualifications, Experience and Tenure

    | ANDREW P. HIDER Age: 48 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 and New York 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. |

  4. Information, Qualifications, Experience and Tenure

    | DAVID W. HUML Age: 56 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. |

  5. Information, Qualifications, Experience and Tenure

    | DAVID WINDLEY Age: 61 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 environmental, social and corporate governance (“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) |

  6. Information, Qualifications, Experience and Tenure

    Director Nominee For Term Expiring in 2027 (Class II Director):

  7. Information, Qualifications, Experience and Tenure

    | MARK W. SHEAHAN Age: 61 Independent Director Director since: 2024 Committees: • Audit • Executive | Background • President and Chief Executive Officer of Graco Inc., a manufacturer of systems and equipment to move, measure, control, dispense and spray fluid and powder materials, since June 2021; Chief Financial Officer from June 2018 to June 2021; Vice President and General Manager, Applied Fluid Technologies Division, from February 2008 to June 2021; Chief Administrative Officer from September 2005 to February 2008; Vice President and Treasurer from December 1998 to September 2005. Qualifications Mr. Sheahan has accrued a wide range of expertise through senior leadership in the manufacturing industry. His long career on the executive team at Graco Inc. has given him extensive experience in strategic growth initiatives, technology-driven product development, and financial strategy. Mr. Sheahan has a history of building customer-centric processes, driving operations excellence and launching innovative solutions. Other U.S. Public Company Board Memberships (Current and Past Five Years) • Graco Inc. (2021 to present) |

  8. Information, Qualifications, Experience and Tenure

    Directors Whose Terms Expire in 2026 (Class I Directors):

  9. Information, Qualifications, Experience and Tenure

    | CAROL S. EICHER Age: 66 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 April 2023, and serving in a similar role on other boards. Other U.S. Public Company Board Memberships (Current and Past Five Years) • Advanced Emission Solutions (2019 to present) • Pinnacle Northwest Capital Corporation (2024 to present) • Arconic Corporation (2020 to 2023) • A. Schulman Company (2018 to 2019) |

  10. Information, Qualifications, Experience and Tenure

    | MARIA C. GREEN Age: 72 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) |

  11. Information, Qualifications, Experience and Tenure

    | DONAL L. MULLIGAN Age: 64 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) |

  12. Information, Qualifications, Experience and Tenure

    Directors Whose Terms Expire in 2027 (Class II Directors):

  13. Information, Qualifications, Experience and Tenure

    | AZITA ARVANI Age: 62 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 2024) |

  14. Information, Qualifications, Experience and Tenure

    | TIMOTHY R. MORSE Age: 56 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) |

  15. Director Compensation

    Director Compensation Our non-employee director compensation program is designed to be competitive with our peers and to align the interests of our non-employee directors with the long-term interests of our shareholders. Our director compensation program is reviewed annually by the Compensation Committee using external data derived from our outside compensation consultant’s review of peer company proxy data and, as a secondary reference point, against size-appropriate all-industry survey data to determine whether changes should be considered for the upcoming Board Year. The review covers the market competitiveness of our non-employee director pay program, including all role-based retainers and fees, as well as the structure of board equity grants, board stock ownership guidelines, compensation deferral mechanisms, and related board compensation features. Our directors are provided with equity compensation for their services at the start of each Board Year, and a cash retainer on a quarterly basis. We define “Board Year” for director compensation purposes as the time between annual shareholder meetings.

  16. Director Compensation for 2024-2025 Board Year

    Director Compensation for 2024-2025 Board Year Compensation for the 2024-2025 Board Years is as follows:

  17. Director Compensation for 2024-2025 Board Year

    | 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 |

  18. Director Compensation for 2024-2025 Board Year

    Retainer fees are paid in cash. Under the Tennant Company Executive Non-Qualified Deferred Compensation Plan, non-employee directors may elect to defer the retainer fees. For additional information on this plan, see the Non-Qualified Deferred Compensation discussion under “Compensation Discussion and Analysis — Other Plans and Agreements — Supplemental Retirement Savings Plan (Non-Qualified Deferred Compensation).” All compensation paid to non-employee directors who join the Board between annual shareholder meetings is prorated for a partial year of service. Non-employee directors receive annual grants of restricted stock units under the Amended and Restated 2020 Stock Incentive Plan having an aggregate fair value of $115,000, subject to rounding adjustments described below. The number of restricted stock units granted is determined by dividing $115,000 by the closing price of our common stock on the last trading day prior to the date of grant, rounded to the nearest share. The restricted stock units vest one year from the date of grant and convert into an equal number of shares of our common stock. A director may defer receipt of the shares until his or her service as a director ends or until a pre-established date set forth in the irrevocable deferral election form applicable to the award. Dividend equivalents on outstanding restricted stock units are accrued at the same rate that dividends are paid to our shareholders, are subject to the same vesting conditions as the underlying units and are paid in cash at the same time as the underlying units are settled. The table below summarizes compensation paid to each person who served as a non-employee director during fiscal 2024.

  19. Director Compensation for 2024-2025 Board Year

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Azita Arvani | 86,000 | 114,972 | 200,972 | | Carol S. Eicher | 86,000 | 114,972 | 200,972 | | Maria C. Green | 100,000 | 114,972 | 214,972 | | Andrew P. Hider | 90,000 | 114,972 | 204,972 | | Timothy R. Morse | 106,000 | 114,972 | 220,972 | | Donal L. Mulligan | 170,000 | 114,972 | 284,972 | | Mark W. Sheahan(3) | 63,801 | 110,297 | 174,098 | | Steven A. Sonnenberg(4) | 47,500 | — | 47,500 | | David Windley | 96,000 | 114,972 | 210,972 |

  20. Director Compensation for 2024-2025 Board Year

    (1) Includes annual retainer fees as well as pro-rated retainer fees paid in cash or deferred. (2) The valuation of stock awards is calculated using the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718. See Footnote 18 “Share-Based Compensation” to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024, for the assumptions used in such valuation. The following table shows outstanding equity awards held by each person who served as a non-employee director during fiscal 2024:

  21. Director Compensation for 2024-2025 Board Year

    | Name | Restricted Shares (#)(a) | Restricted Stock Units (#) | Deferred Stock Units (#)(b) | Stock Options (#)(c) | | Azita Arvani | 4,712 | 1,073 | 9,453 | 8,910 | | Carol S. Eicher | 9,263 | 1,073 | 9,453 | 6,552 | | Maria C. Green | — | 1,073 | 8,100 | — | | Andrew P. Hider | — | 1,073 | 1,447 | — | | Timothy R. Morse | — | 1,073 | 3,183 | — | | Donal L. Mulligan | 7,262 | 1,073 | 2,800 | 6,552 | | Mark W. Sheahan(3) | — | 1,043 | — | — | | Steven A. Sonnenberg(4) | — | — | — | — | | David Windley | 1,780 | 1,073 | — | 7,259 |

  22. Director Compensation for 2024-2025 Board Year

    (a) Reflects restricted shares granted to non-employee directors prior to the 2018 Board Year, which vest upon the director’s termination of service on the Board. (b) Reflects outstanding deferred stock units following vesting of restricted stock units. (c) Reflects stock options granted to non-employee directors prior to the 2018 Board Year, which vested pro rata over a three-year period beginning on the first anniversary of the date of grant. (3) Includes pro-rated meeting fees and grant for restricted stock units for Mr. Sheahan for the 2024-2025 Board Year. Mr. Sonnenberg retired from the Board at the end of his term at the 2024 Annual Meeting. Amounts shown reflect his retainer fees through his retirement date.

  23. Director Compensation for 2025-2026 Board Year

    Director Compensation for 2025-2026 Board Year At the February 2025 meeting of the Compensation Committee, based on the review of our Board’s compensation competitiveness and review of market benchmarking data, the Compensation Committee increased the annual board cash retainer from $75,000 to $80,000, the annual restricted stock unit grant value from $115,000 to $130,000, and Chair of the Board cash retainer from $75,000 to $100,000, which increases will become effective on April 29, 2025.

  24. ITEM 1 — ELECTION OF DIRECTORS

    ITEM 1 — ELECTION OF DIRECTORS Our Restated Articles of Incorporation provide that the Board will be divided into three classes of directors of nearly equal size as possible, and the term of each class of directors is three years. Currently, we have nine directors with three directors serving in Class I, three directors serving in Class II, and three directors serving in Class III. At the Annual Meeting, three Class III directors are to be elected for three-year terms and one Class II director is to be elected for a two-year term. If elected, each Class III director will serve until their terms expire at the time of the Annual Meeting in 2028 and the Class II director will serve until his term expires at the time of the Annual Meeting in 2027 and, in each case, until their successors are elected and have qualified. Each nominee has expressed his or her willingness to serve. In the event that any of the nominees is not a candidate at the Annual Meeting, it is the intention of the named proxies to vote in favor of the remaining named nominees and to vote for a substitute nominee selected by the Governance Committee. The Board, upon recommendation of the Governance Committee, has designated Andrew P. Hider, David W. Huml and David Windley as nominees for election as Class III directors at the Annual Meeting to serve three-year terms expiring in 2028, and Mark W. Sheahan as a nominee for election as a Class II director at the Annual Meeting to serve a two-year term expiring in 2027. All nominees currently serve on our Board and previously were elected by the shareholders except Mark W. Sheahan, who joined our Board on May 15, 2024 and is standing for election by the shareholders for the first time at the Annual Meeting. The Board of Directors, upon recommendation of the Governance Committee, unanimously recommends a vote FOR each of the director nominees.

  25. Executive Summary

    Executive Summary Overview of 2024 Performance 2024 represented the first year of performance under the Company’s new, growth-oriented strategy. 2024 results were in line with our long-range commitments and represented record highs for Tennant in terms of revenue, as well as expanded Adjusted EBITDA and Adjusted EBITDA margin. Such results were driven by increases in backlog reduction beyond those reductions expected for the year, as well as growth in several key initiatives in our growth strategy. We delivered record full-year net sales, showing a 3.5% increase from the prior year and a 3.2% organic growth rate. Adjusted EBITDA for the year was $208.8 million, compared to $192.9 million in 2023, and Adjusted EBITDA margin increased 70 basis points for the year. This performance resulted in the Cash Incentive Plan (“CIP”) and Long Term Incentive Plan (“LTIP”) payments detailed below. Snapshot of 2024 Compensation Decisions Based on our performance and consistent with the design of our program, the Committee made the following executive compensation decisions for fiscal 2024: • Base salary: Base salaries increased, as discussed below in “Key Compensation Decisions for 2024,” to reflect the scope and responsibilities of the roles and to remain market competitive. • 2024 Executive Officer CIP: Achievement of financial and strategic objectives resulted in an overall payout of 98.7% of target. • 2022-2024 PRSU Awards: Achievement of financial objectives resulted in an overall payout of 123.8% of target. • 2024-2026 Long-Term Incentive Plan Awards: Named Executives received 50% of their grant in restricted stock and 50% in performance-based restricted stock units (“PRSUs”). We removed stock options from our executive long-term incentive program for 2024. The Committee believes that the design and structure of the company’s incentive program, and the decisions it makes, provides a direct link between company performance and pay outcomes for the executives, as described in greater detail below.

  26. Compensation Governance

    | 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 that covers financial restatements and certain employee misconduct ✓ 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 |

  27. What Guides Our Program

    | 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 grants of 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. | | | 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. No such awards were granted to Named Executives in 2024. RSUs are paid in shares of our common stock on settlement. |

  28. Compensation Determination Process

    Compensation Determination Process The Committee typically meets four times per year to consider various aspects of compensation for the Named Executives and non-employee directors. Among other things, the Committee determines the target level of Total Direct Compensation for each executive and decides how to allocate each Named Executive’s Total Direct Compensation between each element of pay so that it is consistent with our compensation objectives. While we do not target any specific mix of compensation, we generally aim to have a compensation program that is in line with the Comparator Group, as defined below, and survey data. In addition, we aim to appropriately balance (i) fixed versus variable compensation, (ii) short- versus long-term compensation, (iii) company versus individual performance, and (iv) shareholder, financial, operational and strategic goals. The balance and mix of incentive compensation are reviewed and determined each year based on short- and long-term objectives of the business. Annually in December, the Committee conducts a comprehensive review of pay levels for our Named Executives. The Committee sets the Named Executives’ Total Direct Compensation opportunity at its annual February meeting. As part of the review, the Committee reviews compensation information for peer companies and other external reference data in the form of published executive compensation surveys from Pearl Meyer. In setting compensation for 2024, the Committee reviewed data and information from a group of comparatively similar companies and executive compensation surveys to identify competitive market compensation practices and our overall competitive position. The Committee works with Pearl Meyer to review the Comparator Group and to identify and use appropriate executive compensation survey sources against which we assess the competitiveness of executive pay levels. In addition, the Committee considers internal data, including each executive officer’s performance, experience, management capabilities and contributions to our operations, and the tactical and strategic value of specific skill sets of certain key executives. When assessing the compensation of our CEO, the Compensation Committee and the Executive Committee evaluate our financial performance against that of peer companies and our CEO’s performance against the company’s financial performance goals and strategic initiatives. In connection with the processes outlined above, for 2024, our lead human resources executive provided input on job scope, executive compensation, and pay changes. Pearl Meyer conducted an analysis, reviewed the information in advance with the Chair of the Committee and reviewed management’s compensation recommendations with the Committee. Our lead human resources executive was also available for questions at the Committee meeting when the compensation of the executive officers, except for our CEO, was discussed, but played no role in determining his own compensation. Pearl Meyer independently met with the Committee, without the presence of members of management to discuss the compensation of our CEO.

  29. Comparator Group

    Comparator Group The Comparator Group is used for benchmarking pay practices, pay levels, and pay program design for Named Executives and for non-employee director compensation. The selection methodology for reviewing and determining the Comparator Group has generally included: industry, size, market capitalization, revenue, geographic product mix and customer segmentation, and aggregate similarity to our company. The Committee reviews the Comparator Group every year to ensure each company remains appropriate for compensation comparison purposes and reflects our size and scope of business. In addition, the Committee reviews and validates the selection criteria every year to ensure it aligns with our business strategies. In April 2023, the Committee, working with Pearl Meyer, conducted its regular review of the comparator group for 2023-2024. The 18 companies listed below made up our 2023-2024 Comparator Group, which the Committee used to establish 2024 Named Executive and non-employee director compensation. As of April 2023, when the peer group was approved by the Committee, these companies had revenues between $521 million and $4,033 million over the prior 12 months and a market cap between $306 million and $12,727 million.

  30. Comparator Group

    | Alamo Group Inc. (ALG) | Federal Signal Corporation (FSS) | | Astec Industries (ASTE) | Graco Inc. (GGG) | | Barnes Group Inc. (B) | Helios Technologies (HLIO) | | Chart Industries, Inc. (GTLS) | Nordson Corporation (NDSN) | | CIRCOR International, Inc (CIR) | Standex International Corporation (SXI) | | Columbus McKinnon Corporation (CMCO) | The Gorman-Rupp Company (GRC) | | Donaldson Company, Inc. (DCI) | The Middleby Corporation (MIDD) | | Enerpac Tool Group (EPAC) | Tredegar Corporation (TG) | | Esco Technologies Inc. (ESE) | Watts Water Technologies, Inc. (WTS) |

  31. Key Compensation Decisions for 2024

    | | Incentive Targets as a % of Base Salary | | | | | | CIP | | LTIP | | | | 2023 | 2024 | 2023 | 2024 | | David W. Huml | 100% | 100% | 310% | 315% | | Fay West | 70% | 70% | 160% | 160% | | Richard H. Zay | 70% | 70% | 160% | 160% | | Kristin A. Erickson | 60% | 60% | 125% | 140% | | Barbara A. Balinski | 60% | 60% | 125% | 125% |

  32. Key Compensation Decisions for 2024

    | Performance Metrics | How It Is Determined/Defined | Where It is Used | | Adjusted Earnings before interest, tax, depreciation, and amortization in dollars (“Adjusted EBITDA$”) | Reported net sales minus operating expenses, which includes the cost of sales, research and development expenses and selling and administrative expenses but excludes depreciation and amortization expense, and excludes certain extraordinary and non-operational items, if any, as reported by the company | 2024 CIP | | Adjusted Earnings before interest, tax, depreciation, and amortization as a percentage of net sales (“Adjusted EBITDA%”) | Adjusted EBITDA$ divided by net sales | 2024 CIP | | Total Revenue | Reported annual net sales including the impact of foreign currency and divestitures and acquisitions | 2024 CIP |

  33. Key Compensation Decisions for 2024

    | Performance Metrics | How It Is Determined/Defined | Where It is Used | | 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) | 2022-2024 LTIP 2023-2025 LTIP 2024-2026 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) | 2022-2024 LTIP 2023-2025 LTIP 2024-2026 LTIP |

  34. Key Compensation Decisions for 2024

    (1) 2024 Actual excludes an approximate $5 million contribution from businesses acquired during 2024 that were not contemplated when the metrics were set at the beginning of the year. For the 2024 CIP, all of the Named Executives targets were weighted 100% on company financial results representing the Committee’s belief that all Named Executives should drive and be held accountable for the overall performance of the company at an enterprise level. 2024 Long-Term Incentive Plan Structure As shown in the table below, our equity award mix changed from 2023 such that 50% of each Named Executive’s LTIP opportunity is delivered in PRSUs with the remaining 50% delivered in restricted stock.

  35. Key Compensation Decisions for 2024

    | | Equity Award Mix | | | | 2023 | 2024 | | Performance-Based Restricted Stock Units | 50% | 50% | | Restricted Stock | 25% | 50% | | Stock Options | 25% | — |

  36. Key Compensation Decisions for 2024

    The 2024-2026 PRSU grants are earned on the basis of our performance on Incentive ROIC (60% weighting) and Incentive Cumulative Earnings Per Share (40% weighting) over a three-year period of 2024 to 2026. The Incentive ROIC metric is important as it measures the return generated from capital invested and holds us accountable for both profitability and effective use of our balance sheet. We use Incentive Cumulative Earnings Per Share as a metric because of its bottom-line focus on profitability, its multiple levers to drive performance over multi-year periods and because it is a key measure to our investors. Performance at the threshold level earns a payout equal to 50% of target, while performance at the maximum level earns a payout equal to 200% of target. The performance targets are confidential and contain competitive information when set, particularly to the extent they relate to projected company financial results, which the company does not publicly disclose. The Committee believes that targeted levels of performance for the LTIP grants are challenging and will not be achieved all the time. The Committee sets the LTIP financial performance target at a level that would make it reasonably difficult to achieve, when considering the business environment at the time the target was established. Under our LTIP methodology, financial performance is assessed in relation to the company’s annual operating plan, budgeted invested capital, cumulative earnings per share, and long-range plan. Restricted stock grants to each Named Executive vest 100% on the third anniversary of the grant date. Dividends are accumulated on restricted stock during the vesting period and paid in cash upon vesting. Additional information regarding the equity awards we granted in 2024 are included in the Grants of Plan-Based Awards in Fiscal 2024 and the accompanying footnotes. Achievement of 2022-2024 Performance-Based Restricted Stock Units In February 2022, the Committee approved the 2022-2024 LTIP for the Named Executives in the following mix: • 50% PRSUs that vest at the end of the 2022-2024 period based on the performance metrics described below; • 25% non-qualified stock options vesting ratably over three years; and • 25% restricted stock that cliff vests at the end of three years. The metrics approved for the 2022-2024 LTIP were Incentive ROIC (weighted 60%) and a three-year cumulative earnings per share (weighted 40%). The Company’s strong performance against these measures resulted in a payout of 123.8% of target.

  37. Key Compensation Decisions for 2024

    2025 Long-Term Incentive Plan Structure In February 2025, the Committee approved adding a third metric, Cumulative Revenue, for PRSUs earned based on Tennant’s performance. This new metric aligns with Tennant’s current enterprise strategy of driving revenue growth at a higher rate. The 2025-2027 LTIP PRSU metrics will be Cumulative Revenue at 34% weighting, Return on Invested Capital (ROIC) at 33% weighting, and Earnings Per Share (EPS) at 33% weighting. There were no changes to equity award mix, vesting or other key award parameters.

  38. Other Plans, Benefits and Agreements

    Other Plans, Benefits and Agreements Named Executives may also receive payments through various other agreements and the plans described below or in the event of special circumstances. These agreements and plans are typically required in the competitive environment to attract and retain talent. Executive Officer Health Program Our executive officers are eligible to participate in an executive physical program approved by the Committee to facilitate the health and wellness of our executive leaders. Pursuant to the program, we will cover the cost of all necessary standard preventative health tests and assessments in connection with the annual physical examination. Commuting Expense Reimbursement for Ms. West As previously disclosed, in February 2023, the Compensation Committee approved the Company’s reimbursement of reasonable commuting expenses actually incurred by Ms. West in each calendar year up to an annual limit of $60,000. Retention, Sign-on, and Other Recognition Awards From time to time, the Committee grants retention, sign-on, or other recognition awards to our executive officers. No such awards were granted to any Named Executives for 2024. Retirement Savings Plan Our Named Executives are generally eligible to participate in the broad-based welfare benefit programs that we sponsor, including the Tennant Company Retirement Savings Plan (“Savings Plan”). The Savings Plan is available to all eligible employees, as defined by the plan, and allows for pre-tax elective deferrals, Roth contributions and a matching contribution by us of up to 3% of eligible compensation up to $345,000. In addition, the Savings Plan allows profit-sharing contributions by us based on the relevant metric set. This additional profit-sharing contribution is paid into each eligible employee’s account under the Savings Plan unless the amount exceeds 3.5% of eligible compensation, in which case 3% is paid into the eligible employee’s account and the balance of the actual calculated profit-sharing amount is paid in cash to the employee. Based on the Adjusted EBITDA$ achieved in 2024, the Committee approved a profit-sharing contribution of 2.97% of eligible compensation up to $345,000, under the Savings Plan for 2024. Supplemental Retirement Savings Plan (Non-Qualified Deferred Compensation) Our Named Executives are eligible for supplemental non-qualified benefits under our Non-Qualified Deferred Compensation Plan. The intention of this plan is to provide participating individuals with benefits that would otherwise be available to them under our Savings Plan but for the application of limitations on benefits imposed by the Internal Revenue Code. The amounts deferred in this plan are listed in the “Excess” column in the All Other Compensation Table which is included as a footnote to the Summary Compensation Table. This plan allows employee participants to defer the receipt of base salary and CIP payments and non-employee directors to defer receipt of annual retainers as follows: • executive officers, including Named Executives, may elect to defer 0-50% of their base salary and 0-100% of their CIP payout; and • non-employee directors may elect to defer 0%, 50% or 100% of their annual retainer. Participants under the deferral plan may annually elect distribution of amounts to be deferred for the upcoming year at termination or as an in-service distribution. Participants can invest deferred amounts into vehicles that closely mirror the Company’s 401(k) investment options. Certain management and Named Executives may defer income on a pre-tax basis in excess of the deferral amounts allowed under our Savings Plan. Participating employees may receive discretionary company contributions under this plan in the form of excess profit sharing not available to them under the Savings Plan. In addition, participants are eligible to receive matching contributions not available to them under the Savings Plan. Under the terms of this plan, matching contributions and annual profit-sharing contributions are based on formulas applicable to them in the Savings Plan but not available because of qualified plan limitations. Participants’ accounts are fully vested, at all times, except that a participant forfeits all company discretionary matching contributions and profit-sharing contributions in the event of termination for cause. Pursuant to this plan, “cause” means (i) the participant’s gross negligence, fraud, disloyalty, dishonesty or willful violation of any law or significant policy, to the extent committed in connection with the position or (ii) the participant’s failure to substantially perform (for reasons other than disability) the duties reasonably assigned or appropriate to his or her position. In each case, the participant’s behavior must have resulted in a material adverse effect on our company or an affiliate. The timing of payment of benefits attributable to amounts contributed or deferred after January 1, 2003, including company contributions and gains and losses credited thereon, varies based on the type of contribution or deferral. Executive Employment Agreements, Management Agreements and Executive Officer Severance Plan We have entered into Executive Employment Agreements and Management Agreements with Mr. Huml and Mr. Zay. In exchange for the benefits we provide under these agreements, the Named Executives are required to agree to certain confidentiality, non-competition and cooperation covenants, which the Committee believes are valuable when an executive’s employment terminates. In addition, the Committee believes that we should provide an inducement for executive officers to remain in our service in the event of any proposed or anticipated change in control to facilitate an orderly transition, without placing the executive in a position where he or she is concerned about being terminated without compensation in connection with such a transaction. We also require executive officers to sign a release of their claims against us as a condition to receiving payments from us, and this release and the other covenants are more likely to be enforceable as a result of the benefits we provide under these arrangements. A description of these agreements is included under “Agreements and Arrangements with Named Executives.” Any executive officer hired or appointed to their role since October of 2018, including Mses. West, Erickson, and Balinski, participates in the Executive Officer Severance Plan. The key terms governing a separation of an executive officer under the plan are substantially the same as those covering the other Named Executives with a few key differences. A description of the plan is included under “Agreements and Arrangements with Named Executives.” Generally, the arrangements only provide for benefits in the event the executive is terminated without cause, provided that certain benefits are also provided if the executive voluntarily terminates his or her employment for good reason under the agreements. The Committee believes that a termination by an executive for good reason may be conceptually the same as termination by us without cause. This is particularly true in the case of a change in control where a potential acquirer would otherwise have an incentive to constructively terminate the executive’s employment to avoid paying severance benefits. These arrangements are described below under “Agreements and Arrangements with Named Executives.” No cash severance becomes due merely upon a change in control, but rather only if the executive officer’s employment is terminated without cause or if the executive officer terminates for good reason following the change in control, which is often referred to as a “double trigger.”

  39. Compensation Policies

    Compensation Policies Recoupment Policies We have a clawback policy that requires reasonably prompt recovery of any excess incentive-based compensation paid to our current and former executive officers during the three-year period preceding an accounting restatement caused by non-compliance with financial reporting requirements if such compensation was based on misstated financial results. We have an additional clawback policy that is applicable to a broader group of current and former leaders and managers that provides for similar recoupment rights and permits use of discretion in determining appropriate amounts to be repaid. This policy applies to current and former employees designated as access persons under our insider trading policy (persons with access to detailed financial and other insider information, a group that includes all executive officers). We also have a policy applicable to current and former access persons, including our executive officers, providing for our right to recover certain compensation, including incentive and other equity compensation, in the event a covered employee engages in certain misconduct, including conduct that might reasonably be expected to have reputation or other harm to our company, with the amount subject to repayment determined by our Committee. Executive Officer Stock Ownership Guidelines To align executive officers’ interests with shareholders’ interests, the Committee expects executive officers to acquire significant equity ownership. The guidelines require that within five years of service in an executive role, each executive must have achieved an equity ownership level equal to a specified multiple of his or her base salary. The minimum equity ownership levels are five times annual base salary for our CEO, three times annual base salary for our CFO and two times annual base salary for the other Named Executives. Ownership levels are calculated based on actual shares owned plus the estimated after-tax value of restricted and unrestricted shares, restricted stock units and shares held under benefit plans. The calculation uses a stock value as of the close of market on December 31 of the year immediately preceding the year of calculation. Ms. West and Mr. Zay have achieved their ownership level requirement. Mr. Huml, whose ownership level requirement changed when he was appointed CEO, and Mses. Erickson and Balinski who are both newer executives, remain subject to a holding period requirement until they achieve their respective ownership requirements. As of February 1, 2024, we no longer include stock options or unearned performance shares in our calculation of stock ownership when assessing compliance with the Company’s stock ownership guidelines for non-employee directors and executive officers. When assessing compliance with those guidelines, we include direct shares owned, vested restricted stock and restricted stock units, and the after-tax value of unvested restricted stock and restricted stock units in the calculations. There is no minimum timeline to meet stock ownership guidelines. Non-employee directors and executives not in compliance with stock ownership guidelines must retain 50% of the net shares received from the vesting of any stock award or exercise of any stock option until in compliance with the guideline. For purposes of transition, and to allow our executives and directors time to adjust their personal financial situation to align with new stock holding requirements, for the first two years following the revisions to the policy non-employee directors and executive officers may sell additional shares as follows: • for the first 12 months, directors or executive officers may sell up to 20% of the shares they directly owned as of February 1, 2024, limited to no more than the shares they acquired in such 12-month period; and • for the next 12 months, directors or executive officers may sell up to 10% of the shares they directly owned as of February 1, 2025, limited to no more than the shares they acquired in such 12-month period. Granting of Equity Awards We have an equity award approval policy to ensure that all equity awards are approved pursuant to proper authority, follow a consistent process, and are reflected in appropriate documentation. Under the policy, equity awards are granted at times when the quarterly trading window is open under our insider trading policy. This policy ensures that the exercise price or number of shares is determined by reference to a stock price that reflects current public information. The policy includes procedures for granting equity awards to executive officers and non-employee directors, as well as all other employees. Under our plans, the exercise price of stock options is based on the fair market value on the date of grant and defines fair market value as the closing price of our common stock on the preceding trading day.

  40. Summary Compensation Table

    Summary Compensation Table The following table sets forth the cash and non-cash compensation awarded to, earned by or expensed with respect to, the Named Executives.

  41. Summary Compensation Table

    | 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 | 2024 | 947,500 | — | 3,055,398 | — | 957,390 | — | 174,952 | 5,135,240 | | | 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 | | Fay West Chief Financial Officer and Principal Accounting Officer | 2024 | 574,928 | | 926,666 | — | 400,132 | — | 138,339 | 2,040,065 | | | 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 | | Richard H. Zay Chief Commercial Officer | 2024 | 511,069 | — | 823,776 | — | 355,688 | — | 80,691 | 1,771,224 | | | 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 | | Kristin A. Erickson Senior Vice President, General Counsel | 2024 | 424,655 | — | 609,846 | — | 257,998 | — | 60,382 | 1,352,881 | | | 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 | 2024 | 385,364 | — | 481,620 | — | 228,213 | — | 51,954 | 1,147,151 | | | 2023 | 337,545 | — | 321,838 | 107,280 | 411,898 | — | 33,185 | 1,211,746 |

  42. Summary Compensation Table

    (1) Amounts for Mr. Zay for 2022 represent a discretionary bonus for his expanded leadership role and interim leadership of the Global Operations organization. Amount for Ms. Erickson for 2023 reflects a discretionary bonus for her interim leadership role of the human resources department. (2) Amounts represent the aggregate grant date fair value of the annual restricted stock and PRSU awards (at target) that were granted in each fiscal year. Grant date fair values are calculated in accordance with FASB ASC Topic 718. See Footnote 18 “Share-Based Compensation” to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024, for the assumptions used in this calculation. The grant date fair value of each restricted stock and PRSU award and the targeted grant date value of each PRSU award were computed in accordance with FASB ASC Topic 718 based on the closing stock price on the grant date.

  43. Summary Compensation Table

    | | | 2024-2026 PRSUs ($) | | | | Restricted Stock ($) | Target | Maximum | | David W. Huml | 1,527,699 | 1,527,699 | 3,055,398 | | Fay West | 463,333 | 463,333 | 926,666 | | Richard H. Zay | 411,888 | 411,888 | 823,776 | | Kristin A. Erickson | 304,923 | 304,923 | 609,846 | | Barbara A. Balinski | 240,810 | 240,810 | 481,620 |

  44. Summary Compensation Table

    Amounts represent the aggregate grant date fair value of stock options that were granted in each fiscal year, as computed in accordance with FASB ASC Topic 718. See Footnote 18 “Share-Based Compensation” to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024, for the assumptions used in this calculation. (4) Amounts reflect annual incentive payments under our CIP. (5) Amounts for 2022 represent above-market earnings on non-qualified deferred compensation, using 120% of the applicable federal long-term rate as the basis for market earnings. (6) All Other Compensation for 2024 consists of the following:

  45. Summary Compensation Table

    | | Savings Plan | | Non- Qualified Plan | | | | | Name | 401(k) Match ($) | Profit Sharing ($)(a) | Excess Match and Profit Sharing ($)(a) | Executive Long-Term Disability ($) | Other ($)(b) | Total ($) | | David W. Huml | 10,350 | 10,247 | 141,041 | 13,314 | — | 174,952 | | Fay West | 10,350 | 10,247 | 60,722 | 6,921 | 50,099 | 138,339 | | Richard H. Zay | 10,350 | 10,247 | 51,690 | 4,997 | 3,407 | 80,691 | | Kristin A. Erickson | 10,350 | 10,247 | 32,813 | 4,208 | 2,764 | 60,382 | | Barbara A. Balinski | 10,350 | 10,247 | 27,000 | 2,554 | 1,803 | 51,954 |

  46. Summary Compensation Table

    (a) Based on the Adjusted EBITDA$ achieved in 2024, the Committee approved profit-sharing contribution of 2.97% of eligible compensation up to $345,000, under the Savings Plan for 2024. The Excess Profit Sharing reflects contributions to non-qualified deferred compensation accounts for 401(k) plan matching contributions and profit-sharing payouts above the $345,000. (b) Amounts reflect: (i) executive physical benefits for Mses. West, Erickson and Balinski and Mr. Zay, and (ii) for Ms. West, reimbursement of commuting expenses.

  47. Grants of Plan-Based Awards in Fiscal 2024 Table

    Grants of Plan-Based Awards in Fiscal 2024 Table The following table presents information regarding each grant of an award under our compensation plans made during 2024 to the Named Executives.

  48. Grants of Plan-Based Awards in Fiscal 2024 Table

    | | | | 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 (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | David W. Huml | | | | | | | | | | | | Executive Officer Cash Incentive Plan(2) | | | 485,000 | 970,000 | 1,940,000 | | | | | | | PRSU Award(3) | 2/27/24 | 2/12/24 | | | | 6,934 | 13,868 | 27,736 | | 1,527,699 | | Restricted Stock Award(4) | 2/27/24 | 2/12/24 | | | | | | | 13,868 | 1,527,699 | | Fay West | | | | | | | | | | | | Executive Officer Cash Incentive Plan(2) | | | 202,701 | 405,402 | 810,803 | | | | | | | PRSU Award(3) | 2/27/24 | 2/12/24 | | | | 2,103 | 4,206 | 8,412 | | 463,333 | | Restricted Stock Award(4) | 2/27/24 | 2/12/24 | | | | | | | 4,206 | 463,333 | | Richard H. Zay | | | | | | | | | | | | Executive Officer Cash Incentive Plan(2) | | | 180,186 | 360,372 | 720,745 | | | | | | | PRSU Award(3) | 2/27/24 | 2/12/24 | | | | 1,870 | 3,739 | 7,478 | | 411,888 | | Restricted Stock Award(4) | 2/27/24 | 2/12/24 | | | | | | | 3,739 | 411,888 | | Kristin A. Erickson | | | | | | | | | | | | Executive Officer Cash Incentive Plan(2) | | | 130,698 | 261,396 | 522,793 | | | | | | | PRSU Award(3) | 2/27/24 | 2/12/24 | | | | 1,384 | 2,768 | 5,536 | | 304,922 | | Restricted Stock Award(4) | 2/27/24 | 2/12/24 | | | | | | | 2,768 | 304,922 | | Barbara A. Balinski | | | | | | | | | | | | Executive Officer Cash Incentive Plan(2) | | | 115,609 | 231,219 | 462,437 | | | | | | | PRSU Award(3) | 2/27/24 | 2/12/24 | | | | 1,093 | 2,186 | 4,372 | | 240,810 | | Restricted Stock Award(4) | 2/27/24 | 2/12/24 | | | | | | | 2,186 | 240,810 |

  49. Grants of Plan-Based Awards in Fiscal 2024 Table

    (1) The actual value to be realized by a Named Executive depends upon the appreciation in value of our common stock and the length of time the award is held. (2) Under our 2024 CIP, the threshold amount represents a minimum performance that results in a payout equal to 50% of the target award and the maximum payout is 200% of target. Payout amounts are based on achievement of annual goals relating to Adjusted EBITDA$, Adjusted EBITDA% and Total Revenue. (3) Under our 2024-2026 LTIP, the threshold amount of PRSUs represents a minimum performance that results in a payout in shares of common stock equal to 50% of the target award and the maximum payout is 200% of target. The PRSUs were granted under the Amended and Restated 2020 Stock Incentive Plan and will vest on December 31, 2026, based on achievement of Incentive ROIC and Incentive Cumulative Earnings Per Share goals for the 2024-2026 performance period. No dividend equivalents are paid on PRSUs. The shares of restricted stock were granted under the Amended and Restated 2020 Stock Incentive Plan and vest in full on the third anniversary of the grant date. Dividends are accumulated on restricted stock during the vesting period and paid in cash upon vesting.

  50. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table presents information regarding outstanding equity awards held at the end of 2024 by the Named Executives.

  51. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | 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 | 02/26/2019 | 14,056 | — | 63.65 | 02/26/2029 | 03/01/2022 | 8,411 | 685,749 | — | — | | | 02/25/2020 | 7,470 | — | 82.29 | 02/25/2030 | 03/01/2022 | — | — | 16,822 | 1,371,498 | | | 05/11/2020 | 3,197 | — | 56.28 | 05/11/2030 | 02/28/2023 | 9,358 | 762,958 | — | — | | | 03/02/2021 | 25,311 | — | 78.24 | 03/02/2031 | 02/28/2023 | — | — | 18,716 | 1,525,915 | | | 03/01/2022 | 18,838 | 9,419 | 78.78 | 03/01/2032 | 02/27/2024 | 13,868 | 1,130,658 | — | — | | | 02/28/2023 | 9,390 | 18,780 | 72.88 | 02/28/2033 | 02/27/2024 | — | — | 13,868 | 1,130,658 | | Fay West | 05/07/2021 | 8,808 | — | 85.73 | 05/07/2031 | 03/01/2022 | 2,772 | 226,001 | — | — | | | 03/01/2022 | 6,208 | 3,104 | 78.78 | 03/01/2032 | 03/01/2022 | — | — | 5,544 | 452,002 | | | 02/28/2023 | 3,097 | 6,193 | 72.88 | 02/28/2033 | 02/28/2023 | 3,086 | 251,602 | — | — | | | | | | | | 02/28/2023 | — | — | 6,172 | 503,203 | | | | | | | | 02/27/2024 | 4,206 | 342,915 | — | — | | | | | | | | 02/27/2024 | — | — | 4,206 | 342,915 | | Richard H. Zay | 02/26/2016 | 7,053 | — | 52.42 | 02/26/2026 | 03/01/2022 | 2,385 | 194,449 | — | — | | | 02/28/2017 | 12,565 | — | 73.20 | 02/28/2027 | 03/01/2022 | — | — | 4,770 | 388,898 | | | 02/27/2018 | 13,871 | — | 67.70 | 02/27/2028 | 02/28/2023 | 2,743 | 223,637 | — | — | | | 02/26/2019 | 14,891 | — | 63.65 | 02/26/2029 | 02/28/2023 | — | — | 5,487 | 447,355 | | | 02/25/2020 | 8,068 | — | 82.29 | 02/25/2030 | 02/27/2024 | 3,739 | 304,841 | — | — | | | 03/02/2021 | 8,133 | — | 78.24 | 03/02/2031 | 02/27/2024 | — | — | 3,739 | 304,841 | | | 03/01/2022 | 5,342 | 2,671 | 78.78 | 03/01/2032 | | | | | | | | 02/28/2023 | 2,753 | 5,505 | 72.88 | 02/28/2033 | | | | | | | Kristin A. Erickson | 02/27/2018 | 1,763 | — | 67.70 | 02/27/2028 | 03/01/2022 | 1,360 | 110,881 | — | — | | | 02/26/2019 | 1,874 | — | 63.65 | 02/26/2029 | 03/01/2022 | — | — | 2,721 | 221,843 | | | 11/04/2019 | 327 | — | 77.31 | 11/04/2029 | 02/28/2023 | 1,679 | 136,889 | — | — | | | 03/02/2021 | 4,404 | — | 78.24 | 03/02/2031 | 02/28/2023 | — | — | 3,359 | 273,859 | | | 03/01/2022 | 3,047 | 1,523 | 78.78 | 03/01/2032 | 02/27/2024 | 2,768 | 225,675 | — | — | | | 02/28/2023 | 1,685 | 3,370 | 72.88 | 02/28/2033 | 02/27/2024 | — | — | 2,768 | 225,675 | | Barbara A. Balinski | 04/26/2018 | 1,878 | — | 73.90 | 04/26/2028 | 03/01/2022 | 1,169 | 95,309 | — | — | | | 02/26/2019 | 2,926 | — | 63.65 | 02/26/2029 | 03/01/2022 | — | — | 2,339 | 190,699 | | | 03/02/2021 | 3,860 | — | 78.24 | 03/02/2031 | 02/28/2023 | 1,472 | 120,012 | — | — | | | 03/01/2022 | 2,619 | 1,310 | 78.78 | 03/01/2032 | 02/28/2023 | — | — | 2,944 | 240,024 | | | 02/28/2023 | 1,477 | 2,954 | 72.88 | 02/28/2033 | 02/27/2024 | 2,186 | 178,225 | — | — | | | | | | | | 02/27/2024 | — | — | 2,186 | 178,225 |

  52. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) Stock options vest annually in one-third increments beginning on the first anniversary of the grant date. (2) Restricted stock vests 100% on the third anniversary of the grant date. (3) Based on the per share closing market price of our common stock on December 31, 2024, of $81.53. If specified performance conditions are met, the PRSUs granted in 2022 for the 2022-2024 performance period will vest on December 31, 2024, the PRSUs granted in 2023 for the 2023-2025 performance period will vest on December 31, 2025, and the PRSUs granted in 2024 for the 2024-2026 performance period will vest on December 31, 2026. The number of shares the Named Executive will receive upon vesting of the PRSUs is dependent upon the achievement of goals with respect to Incentive ROIC and Incentive Cumulative Earnings Per Share for the 2022-2024, 2023-2025 and 2024-2026 performance periods. The number of PRSUs reported in the table for grants made in 2022, 2023 and 2024 is the target number established by the Compensation Committee.

  53. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table presents information regarding the exercising of stock options and vesting of restricted stock awards held by the Named Executives for 2024.

  54. Option Exercises and Stock Vested in 2024

    | | 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 | 20,009 | 863,467 | 25,152 | 2,775,314 | | Fay West | — | — | 8,848 | 966,856 | | Richard H. Zay | 14,743 | 739,835 | 8,082 | 891,781 | | Kristin A. Erickson | 1,826 | 75,941 | 4,375 | 482,745 | | Barbara A. Balinski | — | — | 3,835 | 423,160 |

  55. Non-Qualified Deferred Compensation in 2024

    Non-Qualified Deferred Compensation in 2024 Two elements of Total Direct Compensation may be deferred: base salary and CIP payouts. Named Executives may elect to defer 0-50% of their base salary and 0-100% of their CIP payout. For additional explanation of our non-qualified deferred compensation plan, see “Compensation Discussion and Analysis — Other Plans and Agreements — Supplemental Retirement Savings Plan (Non-Qualified Deferred Compensation).”

  56. Non-Qualified Deferred Compensation in 2024

    | 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 | 465,700 | 141,041 | 214,652 | — | 1,944,863 | | Fay West | — | 60,722 | 5,180 | — | 118,878 | | Richard H. Zay | — | 51,690 | 23,719 | — | 283,509 | | Kristin A. Erickson | — | 32,813 | 4,376 | — | 77,910 | | Barbara A. Balinski | — | 27,000 | 2,560 | — | 55,740 |

  57. Non-Qualified Deferred Compensation in 2024

    (1) Executive officers are eligible to voluntarily defer a portion of their base salary and CIP payouts. Amounts represent deferrals by executive officers in 2024. (2) Reflects matching and/or discretionary contributions made under this plan for 2024. These amounts are also included in the All Other Compensation column of the Summary Compensation Table. (3) Change in market value based on elected investment funds. (4) Executive officers may elect a lump-sum payment or an installment distribution payable for up to ten years after separation. The following amounts were also reported as compensation for our Named Executives in the Summary Compensation table in prior years. Named Executives are only listed below for the years for which they were included in the Summary Compensation Table and Named Executives who were first listed in the Summary Compensation Table this year are not listed below:

  58. Non-Qualified Deferred Compensation in 2024

    | Name | Year | Non-Qualified Deferred Compensation Earnings ($) | Excess ($) | | David W. Huml | 2023 | — | 65,185 | | | 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 | 2023 | — | 28,243 | | | 2022 | — | 21,637 | | Richard H. Zay | 2023 | — | 21,366 | | | 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 | 2023 | — | 11,223 | | | 2022 | 25 | 10,965 | | Barbara A. Balinski | 2023 | — | 7,164 |

  59. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control If a termination event or change in control occurred on December 31, 2024, the total compensation that would have been payable pursuant to the Executive Agreements or the Severance Plan, as applicable, to each Named Executive who was serving as an executive officer of the company on such date is set forth in the tables below.

  60. Ceo Pay Ratio

    Ceo Pay Ratio As required under and calculated in accordance with Item 402(u) of Regulation S-K, we have determined a reasonable estimate of the ratio of the annual total compensation of Mr. Huml, our President and Chief Executive Officer, to the annual total compensation of our median-compensated employee is 96:1.This ratio was calculated as described below using the annual total compensation of our selected median-compensated employee of $53,461 and the annual total compensation of Mr. Huml of $5,135,239. The annual total compensation for our median employee was calculated in accordance with the rules applicable to the Summary Compensation Table. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. Although allowed under the SEC requirements, we have not excluded any employees from the calculation. Our median employee for 2024 was identified from among our active employee population as of October 1, 2024. For our consistently applied compensation measure (“CACM”), we used annualized base salary. We did not apply any cost-of-living adjustment or differential to the CACM. Compensation paid in currencies other than U.S. dollars was converted to U.S. dollars based on average exchange rates for the 12-month period ended September 30, 2024. We then rank ordered the employee population using our CACM to identify the median employee.

  61. Pay Versus Performance

    Pay Versus Performance As required by the pay versus performance rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 402(v) of Regulation S-K, we are providing the following information regarding the relationship between “compensation actually paid” (“CAP”) to our Named Executives (“NEOs”) and certain of our financial performance metrics for each of the past five fiscal years. Amounts included as CAP do not represent the value of cash compensation and equity awards actually received by our Named Executives but instead are amounts calculated pursuant to SEC rules and which result in adjustments to the amounts reported above in the summary compensation table. Shareholders should refer to the discussion of our compensation philosophy and programs described above under “Executive Compensation,” including the “Compensation Discussion and Analysis,” for a complete discussion of our compensation programs and their connection to our performance. Our Compensation Committee did not consider the following Pay Versus Performance analysis and disclosures in making compensation decisions with respect to any fiscal year shown below.

  62. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth additional compensation information for our CEO and our other non-CEO Named Executives (Other NEOs) (averaged) along with total shareholder return, net income, and Adjusted EBITDA performance results for fiscal 2024, 2023, 2022, 2021 and 2020.

  63. Pay Versus Performance Table

    | | 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 $100 invested on 12/31/2019 in: | | Net Income (in millions) ($) | Adjusted EBITDA (in millions) ($)(4) | | Year | | | | | | | Tennant Company TSR ($) | S&P 500 Industrials (Sector) (TR) TSR ($)(3) | | | | 2024 | 5,135,239 | — | 3,589,214 | — | 1,577,830 | 1,211,401 | 111.68 | 176.44 | 83.7 | 208.8 | | 2023 | 5,520,144 | — | 11,455,574 | — | 1,630,200 | 2,572,789 | 125.54 | 150.20 | 109.5 | 192.9 | | 2022 | 4,104,578 | — | 2,122,227 | — | 1,325,442 | 729,779 | 82.27 | 127.15 | 66.3 | 133.7 | | 2021 | 4,303,328 | 2,709,314 | 4,921,346 | 4,658,162 | 1,375,494 | 1,482,689 | 106.64 | 134.52 | 64.9 | 140.2 | | 2020 | — | 4,245,227 | — | 405,184 | 1,199,543 | 202,581 | 91.24 | 111.06 | 33.7 | 119.4 |

  64. Pay Versus Performance Table

    (1) For 2024, the CEO was David W. Huml (“Current CEO”) and the Other NEOs were Fay West, Richard H. Zay, Kristin A. Erickson, and Barbara A. Balinski. For 2023, the CEO was David W. Huml and the Other NEOs were Fay West, Richard H. Zay, Carol E. McKnight, Kristin A. Erickson, and Barbara A. Balinski. For 2022, the CEO was David W. Huml and the Other NEOs were Fay West, Richard H. Zay, Carol E. McKnight, and Kristin A. Erickson. For 2021, the CEO was H. Chris Killingstad until February 28, 2021, and then David W. Huml became CEO March 1, 2021, and the Other NEOs were Fay West, Richard H. Zay, Carol E. McKnight, Daniel E. Glusick, Thomas Paulson, and Andrew Cebulla. For 2020, the CEO was H. Chris Killingstad and the Other NEOs were David W. Huml, Richard H. Zay, Carol E. McKnight, Andrew Cebulla, Keith A. Woodward, and Mary E. Talbott. (2) For 2024, CAP was determined by making the following adjustments to Summary Compensation Table totals for equity awards:

  65. Pay Versus Performance Table

    | | Current CEO ($) | Average of Other NEOs ($) | | Summary Compensation Table (“SCT”) Total | 5,135,239 | 1,577,830 | | Adjustments: | | | | SCT Stock and Option Amounts | (3,055,398) | (710,477) | | Year-end fair value of unvested awards granted in the current year | 2,191,608 | 509,583 | | Difference between fair value as of prior year-end to fair value as of the end of 2024 for unvested awards granted in prior years | (1,014,684) | (240,747) | | Difference in fair values between prior year-end fair values and vesting date fair values for awards granted in prior years for which all applicable vesting conditions were satisfied during fiscal year 2024 | 310,796 | 69,801 | | Forfeitures during current year equal to prior year-end fair value | — | — | | Dividends paid on vesting of restricted stock grants | 21,652 | 5,411 | | Compensation Actually Paid | 3,589,214 | 1,211,401 |

  66. Pay Versus Performance Table

    Summary Compensation Table amounts reflect the grant date fair values of equity awards. For CAP calculation purposes, adjustments reflect ASC 718 fair values as of each measurement date. For stock options, this includes updated assumptions for term, stock price volatility, dividend yield, and risk-free rates. For performance-based restricted stock units, this includes actual and forecasted funding results where appropriate. Company and peer group TSR for each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 31, 2019. For purposes of the table, the Company’s peer group is the S&P 500 Industrials (Sector) (TR), as reflected in our stock performance graph in our Annual Report on Form 10-K, which was filed with the Commission on February 18, 2025. (4) Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link CAP to our NEOs for fiscal 2024 to our performance, is adjusted earnings before interest, tax, depreciation and amortization in dollars (“Adjusted EBITDA$”), a non-GAAP measure, which is defined above under “Compensation Discussion and Analysis — Key Compensation Decisions for 2024 – 2024 Incentive Plan Structure.”