Carol Eicher
TENNANTAbout Carol S. Eicher
Independent director of Tennant Company since 2008; age 66, serving as a Class I director with term expiring in 2026. Former CEO and non‑executive chair at Innocor and senior executive at Dow Chemical, Rohm and Haas, Ashland Chemical, and DuPont, with deep global manufacturing, operations and M&A experience. Served as TNC Governance Committee Chair from April 2015 to April 2023, signaling strong governance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Innocor, Inc. (Bain Capital portfolio) | Chief Executive Officer; Non‑executive Board Chairman | CEO: May 2014–July 2017; Chair: Aug 2017–Apr 2018 | Led operations and strategic initiatives; board leadership |
| The Dow Chemical Company | Business President (Coating Materials & Building and Construction); Business Group VP (Building & Construction); Business Director (Performance Monomers) | 2009–2013 | P&L leadership, portfolio and expansion execution |
| Rohm and Haas Company | VP/Global Business Director; General Manager; Business Director | 2000–2010 | Specialty materials; global operations; tech segments |
| Ashland Chemical Company | Senior management roles | 1992–2000 | Chemicals operations and commercial leadership |
| E.I. DuPont de Nemours and Company | Management positions | 1979–1992 | Manufacturing and business management foundations |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Advanced Emission Solutions | Director | 2019–present | U.S. public company board service |
| Pinnacle Northwest Capital Corporation | Director | 2024–present | U.S. public company board service |
| Arconic Corporation | Director | 2020–2023 | Prior U.S. public company board service |
| A. Schulman Company | Director | 2018–2019 | Prior U.S. public company board service |
Board Governance
- Committee memberships: Compensation; Governance; Executive (no current chair role). Governance Committee currently chaired by Maria C. Green; Compensation Committee chaired by David Windley; Executive Committee chaired by Donal L. Mulligan .
- Independence: Board determined Ms. Eicher is independent under NYSE and SEC standards; only ordinary‑course commercial transactions considered in independence review .
- Attendance: 100% attendance for all directors at Board and committee meetings in 2024; Board met four times; Executive Committee met four times; Audit Committee met five; Compensation Committee met four; Governance Committee met four .
- Board leadership: Independent Chair (Donal L. Mulligan) separate from CEO; independent Executive Committee (all independent directors) convenes at start/end of regular Board meetings to drive oversight, CEO evaluation, succession, and strategic direction .
- Director commitments: Limits on total public company boards (≤4 for non‑CEO directors) and process for pre‑clearance of new board roles .
- Governance processes: Annual board and committee self‑evaluation, including peer reviews; latest peer process completed early 2025 .
- Policies enhancing shareholder alignment: Majority voting for directors in uncontested elections with resignation policy; 10% special meeting right; no poison pill; stock ownership goals for directors; no re‑election after age 75 absent Board exception .
Fixed Compensation (Director)
| Component | Board Year 2024–2025 Amount | Carol S. Eicher FY2024 Actual | Notes |
|---|---|---|---|
| Annual Board Cash Retainer | $75,000 | $86,000 | Carol’s cash reflects Board retainer plus Compensation ($6,000) and Governance ($5,000) committee member retainers |
| Committee Membership Retainer – Compensation | $6,000 | Included above | Committee member retainer amounts per schedule |
| Committee Membership Retainer – Governance | $5,000 | Included above | Committee member retainer amounts per schedule |
| Committee Chair Retainers (if applicable) | Audit $10,000; Compensation $10,000; Governance $5,000 | — | Carol did not serve as a chair in 2024 |
| Annual RSU Grant (fair value) | $115,000 | $114,972 | Grant sized by $115k divided by prior day closing price; vests in one year; dividend equivalents accrue |
| Total (Cash + Stock) | — | $200,972 | Summation per proxy director compensation table |
- Deferral: Directors may elect to defer cash retainers under the Executive Non‑Qualified Deferred Compensation Plan .
Performance Compensation (Director)
| Equity Type | Grant Value | Units/Exposure | Vesting & Terms | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs | $115,000 | 1,073 RSUs outstanding (as of 12/31/2024) | Vests one year from grant; dividend equivalents accrue and pay on settlement; deferral election available | None disclosed for director awards (time‑based) |
| Legacy Restricted Shares | — | 9,263 restricted shares (pre‑2018 grants) | Vest upon termination of Board service | N/A |
| Legacy Stock Options | — | 6,552 options outstanding (pre‑2018 grants) | Vested pro‑rata over three years beginning first anniversary of grant | N/A |
| Deferred Stock Units (DSUs) | — | 9,453 DSUs | Reflects vested RSUs deferred; settled per election | N/A |
Other Directorships & Interlocks
- Current and recent public company boards listed above. No related‑party transactions involving Ms. Eicher disclosed; Board maintains a formal related‑person transaction approval policy and reported no Section 16(a) delinquency for directors in 2024 .
- Independence review considered only ordinary‑course transactions with companies employing certain directors; independence affirmed .
Expertise & Qualifications
- Global manufacturing and operations leadership; M&A execution; expansion in developing markets; robust governance experience including prior chairing of Governance Committee at Tennant and similar roles on other boards .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Shares Outstanding | Components and Notes |
|---|---|---|---|
| Carol S. Eicher | 32,092 | ~0.17% | Includes currently exercisable options within 60 days (6,552). Shares outstanding were 18,806,189 as of March 6, 2025 |
- Director stock ownership goal: Five times annual cash retainer; directors serving ≥5 years have achieved goals. Compliance calculated using direct shares plus after‑tax value of RSUs/DSUs as of prior December 31. Carol (director since 2008) is within compliance cohort .
- Hedging/pledging: Prohibited for directors; policy also bans pledging of company securities and speculative hedging instruments .
Governance Assessment
- Committee influence: Active on Compensation and Governance Committees—key venues for executive pay design, risk oversight, nominations, and ESG oversight—supporting board effectiveness .
- Independence and attendance: Independent with 100% meeting attendance, underpinning strong engagement and reliability for investors .
- Pay alignment signals: Director pay mix balanced between cash retainers and annual RSUs; modest committee fees indicate standard market structure. Board increased director pay for 2025–2026 (cash retainer to $80k; RSU grant to $130k; Chair retainer to $100k), suggesting continued competitiveness but not excessive escalation .
- Ownership alignment: Meaningful beneficial holdings (32,092 shares) plus legacy equity and strict ownership guidelines; hedging and pledging prohibitions strengthen alignment .
- Compensation governance: Compensation Committee uses independent consultant Pearl Meyer; committee assessed consultant independence and reported no conflicts or non‑executive services in 2024—reducing consultant conflict risks .
- Shareholder sentiment: 2024 say‑on‑pay support ~95%, indicating broad investor approval of pay practices overseen by the Compensation Committee .
- Conflicts/related party: No related‑person transactions disclosed; formal policy in place; independence affirmed despite ordinary‑course transactions .
RED FLAGS: None disclosed tied to Carol Eicher. No hedging/pledging; no related‑party transactions; full attendance; independence affirmed. Long tenure (since 2008) is notable but mitigated by active committee service, periodic board refreshment, and annual evaluations .
Insider Trades
- Section 16(a) compliance: Company reports all directors and executive officers met filing requirements for 2024; no delinquent reports disclosed. Specific Form 4 transaction details are not provided in the proxy .
Compensation Committee Analysis (Context)
- Composition: Windley (Chair), Eicher, Arvani, Morse—fully independent per NYSE standards .
- Consultant: Pearl Meyer engaged; independence affirmed; no non‑executive services provided in 2024; conflicts process described and enforced .
- Comparator group: Committee uses a defined comparator group across industrial peers for executive and director pay benchmarking; reviewed annually for fit and alignment .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay approval: ~95% of votes cast supported executive compensation program; committee maintained program structure consistent with shareholder support .