Azita Arvani
TENNANTAbout Azita Arvani
Independent director of Tennant Company since 2012; age 62; serves on the Compensation, Governance, and Executive Committees (not a chair). She has a deep background in disruptive technologies and commercialization from senior roles at Rakuten and Nokia, plus prior experience at Xerox and a consulting firm she founded; her technology and innovation credentials align with Tennant’s telemetry, robotics, and sustainable cleaning initiatives . The Board has determined she is independent, and directors achieved 100% attendance at Board and committee meetings in 2024; she attended the 2024 Annual Meeting as well .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rakuten Symphony, North America | CEO | May 2022 – Sep 2023 | Executive leadership in telecom software; commercialization of innovation; relevant to connected/telemetry strategy |
| Rakuten Mobile, Inc. (Americas) | General Manager | Feb 2020 – Sep 2023 | Ecosystem partnerships and disruptive tech deployment |
| Nokia (Group/Networks/Solutions) | Multiple innovation/partnering leadership roles including Head of Global Innovation Scouting | Jan 2016 – Mar 2019; Jul 2015 – Dec 2015; Sep 2014 – Jul 2015; Sep 2012 – Aug 2014; Sep 2011 – Aug 2012 | Built partnering/scouting programs; IP/data considerations internationally |
| Arvani Group Inc. | Principal & Founder | 2002 – 2011 | Boutique consulting in mobile/wireless; commercialization of game-changing technologies |
| ActiveSky | VP, Business Development & Strategy | 2000 – 2001 | Mobile multimedia application platform strategy |
| Xerox Corporation | Director, Corporate Business Strategy and other senior technical/business roles | 1996 – 2000 | Corporate strategy and technology commercialization |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vuzix Corporation | Director | 2021 – 2024 | Current/past five-year US public board service noted in proxy |
Board Governance
- Committee assignments: Compensation (member), Governance (member), Executive (member); Governance Committee chaired by Maria C. Green; Compensation Committee chaired by David Windley .
- Independence: Board determined Ms. Arvani and all committee members are independent under NYSE/SEC standards .
- Attendance/engagement: 100% attendance at Board and committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- Committee activity cadence: Compensation met 4×; Governance met 4× (including ESG oversight); Audit met 5× in 2024; Executive Committee comprises all independent directors and met 4× .
- Board leadership: Independent Chair; majority independent board; majority voting standard in uncontested elections .
Fixed Compensation
Director program structure (2024–2025 Board Year):
| Component | Board Year Compensation |
|---|---|
| Annual Board Cash Retainer | $75,000 |
| Committee Member Cash Retainer – Audit | $15,000 |
| Committee Member Cash Retainer – Compensation | $6,000 |
| Committee Member Cash Retainer – Governance | $5,000 |
| Additional Committee Chair Retainer – Audit | $10,000 |
| Additional Committee Chair Retainer – Compensation | $10,000 |
| Additional Committee Chair Retainer – Governance | $5,000 |
| Chair of the Board Cash Retainer | $75,000 |
| Annual RSU Grant (grant date fair value) | $115,000 |
Program changes (effective April 29, 2025):
| Component | New Value |
|---|---|
| Annual Board Cash Retainer | $80,000 |
| Chair of the Board Cash Retainer | $100,000 |
| Annual RSU Grant (grant date fair value) | $130,000 |
Ms. Arvani – fiscal 2024 paid amounts:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Azita Arvani | 86,000 | 114,972 | 200,972 |
Performance Compensation
Director equity mechanics:
- Annual RSU grant value: $115,000; RSU count determined by grant value divided by prior trading day closing price; vests one year from grant; dividend equivalents accrue and are paid in cash at settlement .
- No performance metrics tied to director RSU awards (time-based vesting) .
- Legacy awards (pre-2018) may include restricted shares and options; options are no longer granted to directors .
Ms. Arvani – outstanding director equity awards (FY2024 year-end):
| Instrument | Count |
|---|---|
| Restricted Shares | 4,712 |
| Restricted Stock Units | 1,073 |
| Deferred Stock Units | 9,453 |
| Stock Options (legacy, pre-2018) | 8,910 |
Other Directorships & Interlocks
| Company | Relationship to TNC | Potential interlock/conflict note |
|---|---|---|
| Vuzix Corporation (2021–2024) | Unrelated industry (AR/optics); no disclosed TNC commercial ties | No related-party transactions disclosed involving Ms. Arvani; independence affirmed under NYSE/SEC standards |
Expertise & Qualifications
- Disruptive technologies and innovation commercialization; partnerships and ecosystems; extensive international experience including data ownership and IP considerations .
- Board-level experience in governance and executive compensation via Compensation and Governance Committee service .
Equity Ownership
- Director stock ownership goal: 5× annual cash retainer; progress evaluated annually; directors serving ≥5 years have achieved their goals, implying Ms. Arvani (since 2012) meets guideline .
- Ownership guideline calculation revised as of Feb 1, 2024 to exclude options and unearned performance shares; includes direct shares, vested RS/RSUs, and after-tax value of unvested RS/RSUs; 50% net share retention until compliant; hedging and pledging prohibited by insider trading policy .
Governance Assessment
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Strengths: Independent director with 100% attendance; multi-committee engagement; independent compensation consultant process (Pearl Meyer) and annual risk reviews; robust clawbacks; prohibition on hedging/pledging; clear ownership alignment via 5× retainer guideline .
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Shareholder support signals: Advisory say‑on‑pay approvals remained strong.
Year For Against Abstain Broker Non‑Vote 2024 15,768,918 747,098 10,315 848,739 2025 15,996,741 452,300 10,001 754,763 -
Director election outcome context: 2024 shareholders re‑elected Ms. Arvani to a term expiring 2027; 91.41% turnout; majority voting policy in effect; resignation policy for nominees not receiving more “for” than “against” .
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Compensation program for directors: Cash retainer plus annual RSUs with one‑year vesting; 2025 increases to cash retainer and RSU grant maintain competitiveness while preserving equity alignment .
RED FLAGS
- None identified involving Ms. Arvani: independence affirmed; no hedging/pledging permitted; no specific related‑party transactions disclosed involving her in the proxy; director attendance was 100% .