Tracy Jokinen
About Tracy C. Jokinen
Independent director of Alamo Group Inc. (ALG) since 2016; age 56 . Former CFO with 25+ years in finance and operations across manufacturing and medical technology, including Vyaire Medical, Acelity, G&K Services, and Valspar; brings deep financial, accounting, M&A integration, and problem-solving expertise to a multinational industrial manufacturer . Board tenure includes service as Audit Committee Chair and Compensation Committee member; determined independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vyaire Medical | EVP & CFO | Mar 2020 – Jan 2022 | Led global finance through operational challenges; retired Jan 2022 |
| Acelity L.P. Inc. (3M acquired Oct 2019) | EVP & CFO | Jun 2017 – Oct 2019 | CFO through acquisition; integration experience |
| G&K Services, Inc. | CFO | 2014 – 2017 | Service-focused provider; financial leadership |
| Valspar Corporation | VP Corporate Finance; prior roles VP Finance & Strategy; VP Corporate Controller & Chief Accounting Officer | ~1992 – 2014 | Led tax, treasury, IR, internal audit, operations finance, corporate accounting |
External Roles
| Company | Role | Since | Committees/Positions |
|---|---|---|---|
| Array Technologies, Inc. | Director | Nov 8, 2022 | Audit Committee member; Human Capital Committee member |
| Vestis Corporation | Director | Sep 30, 2023 | Audit Committee Chair; Compensation & Human Resources Committee member |
Board Governance
- Committee leadership and memberships (ALG): Audit Committee Chair (2024–2025), members: Jokinen (Chair), Haley, Bauer, Tekorius, Grooms ; Compensation Committee member (alongside Bauer, Etchart, Householder, Haley; Parod as Chair in 2024) ; committee assignment matrix confirms Audit and Compensation membership in 2025 .
- Independence: Board determined all current directors except the CEO are independent under NYSE standards and ALG guidelines .
- Attendance: Board met 5 times in 2024; all incumbent directors (except the newly appointed Haley) attended 100% of Board and committee meetings on which they served—includes Jokinen .
- Investor support: 2025 director election—Jokinen received 10,790,982 “For” votes vs 9,772 “Against” (7,838 abstain; 535,608 broker non-votes), signaling strong shareholder confidence .
- Governance practices: Executive sessions without management; stock ownership guidelines; prohibition on hedging/pledging; annual Board/committee evaluations .
Fixed Compensation (Director – 2024)
| Component | Amount (USD) |
|---|---|
| Annual cash retainer | $80,000 |
| Audit Committee Chair fee | $18,000 |
| Fees earned (cash total) | $98,000 |
| Restricted stock grant (grant-date fair value) | $125,111 |
| Total 2024 director compensation | $223,111 |
| RSAs outstanding as of 12/31/2024 | 645 shares (standard for non-employee directors, exceptions noted) |
Notes:
- Director fee schedule (2024): $80,000 base retainer; Independent Board Chair +$80,000; Audit Chair +$18,000; Compensation Chair +$13,000; Nominating Chair +$13,000; directors reimbursed for meeting expenses .
- No stock options were granted or outstanding for directors as of 12/31/2024 .
Performance Compensation (Director – Structure)
| Instrument | Performance Link | Vesting | 2024 Detail |
|---|---|---|---|
| Restricted Stock Awards (RSAs) | None (time-based, not performance) | Time-based vesting (company-wide practice for director RSAs) | $125,111 grant-date FV; typical grant priced near market ($193.97 on 5/3/2024) |
Directors do not receive PSUs or performance-linked equity; stock options were not outstanding in 2024 .
Other Directorships & Interlocks
| Relationship Type | Detail |
|---|---|
| Public company boards | Array Technologies (Audit; Human Capital); Vestis (Audit Chair; Comp/HR) |
| Interlocks/conflicts | No compensation committee interlocks; none of ALG’s executives served on boards of companies with reciprocal executive board service |
| Related-party transactions | None in FY2024; policy requires Audit Committee review for transactions >$120,000 with related persons |
Expertise & Qualifications
- Financial expertise, audit leadership, public company CFO experience, M&A and integration (Valspar, G&K, Acelity, Vyaire) .
- Manufacturing sector exposure and multinational operations experience relevant to ALG’s industrial portfolio .
- Skills matrix confirms financial expertise across Board; Jokinen marked with strong expertise in finance and corporate governance in 2025 skills summary .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Feb 21, 2025) | 7,587 shares; <1% of class |
| Shares outstanding basis | 12,063,468 (percent-of-class calculation basis) |
| Included in beneficial total | Unvested RSAs that have voting/dividend rights (645 shares typical per director) |
| Hedging/pledging | Prohibited for directors and executive officers |
| Ownership guidelines | Outside directors: 5x annual cash retainer; compliance met or within 5-year transition for all directors as of record date |
Governance Assessment
- Strengths: Long tenure (since 2016) with sustained independence and 100% meeting attendance; Audit Chair role supports robust financial oversight and internal control focus . High shareholder support in 2025 election (10,790,982 “For” vs 9,772 “Against) indicates strong investor confidence . Clear ownership alignment through stock ownership guidelines and prohibition on hedging/pledging .
- Compensation alignment: Director pay structure is standard—cash retainer plus time-based RSAs; no performance-linked director equity reduces risk of misaligned incentives; amounts consistent with peer practices and overseen by independent Compensation Committee with an independent consultant (Pay Governance) engaged in 2024 .
- Conflicts/related party: No related-party transactions in FY2024 and no compensation committee interlocks noted—low conflict risk .
- Signals to investors: Strong audit leadership, clean related-party profile, high re-election support, and adherence to ownership/pledging policies bolster board effectiveness and investor trust .
Say-on-Pay & Shareholder Feedback (Context)
- 2025 annual meeting advisory vote on NEO compensation: 10,533,729 For; 217,997 Against; 56,866 Abstain; 535,608 broker non-votes—indicates broad support for compensation framework overseen by the Compensation Committee (of which Jokinen is a member) .
Committee Composition (Current Snapshot)
- Audit Committee (as of March 10, 2025): Tracy C. Jokinen (Chair); Colleen C. Haley; Robert P. Bauer; Lorie L. Tekorius; Nina C. Grooms .
- Compensation Committee (2024): Richard W. Parod (Chair); Tracy C. Jokinen; Robert P. Bauer; Paul D. Householder; Eric P. Etchart .
- Nominating/Corporate Governance: not listed for Jokinen in 2025 matrix .
Attendance & Engagement
- 2024 Board/committee attendance: 100% for incumbent directors (excl. late-year addition); annual meeting attendance policy followed; executive sessions held regularly without management .