David Windley
TENNANTAbout David Windley
David Windley, 61, has served as an independent director of Tennant Company since 2016. He chairs the Compensation Committee and also serves on the Executive and Governance Committees, bringing deep global human resources, succession planning, and executive compensation expertise from senior roles at IQTalent Partners (Caldwell), Yahoo, Microsoft, Intuit, and Silicon Graphics . The Board has determined he is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IQTalent Partners at Caldwell | President; Director | Sep 2014–Oct 2023; Director Jan 2021–Oct 2023 | Led technology-enabled recruiting services; board governance exposure |
| Fusion.io, Inc. | EVP, Chief Human Resources Officer | Oct 2013–Aug 2014 | HR leadership in hardware/software systems |
| Yahoo! Inc. | EVP, Chief Human Resources Officer | Dec 2006–Sep 2012 | Executive compensation, succession planning |
| Microsoft Corporation | General Manager, Human Resources | Dec 2003–Dec 2006 | Global HR management |
| Intuit Inc. | VP Human Resources, Business Units | Dec 2001–Dec 2003 | Business-unit HR leadership |
| Silicon Graphics, Inc. | Various HR roles culminating in VP, HR | 1991–2001 | Executive HR leadership in technology |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| DHI Group, Inc. | Director | 2019–present | Current U.S. public company board; committee assignments not disclosed here |
Board Governance
- Committee assignments: Compensation Committee Chair; member of Executive and Governance Committees .
- Independence: Affirmed by Board under NYSE/SEC criteria; only ordinary-course transactions involving companies employing certain directors were considered and did not impair independence .
- Attendance and engagement: In 2024, Board met four times; all directors attended 100% of Board and applicable committee meetings; all then-serving directors attended the 2024 Annual Meeting .
- Committee activity cadence: Compensation Committee met 4 times (2024); Governance Committee met 4 times (including one ESG-focused meeting); Audit Committee met 5 times .
- Board leadership: Independent Chair (Donal L. Mulligan) separates Chair and CEO roles; Executive Committee (independent directors) met four times and oversees CEO evaluation, succession, and long-term strategy .
- Governance policies: Majority voting standard for directors; 10% special meeting right; director age cap (75, exceptions allowed); limits on directors’ total board commitments; stock ownership goals for directors; no poison pill .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $75,000 | 2024–2025 Board Year |
| Committee Member Cash Retainers | Audit $15,000; Compensation $6,000; Governance $5,000 | Per committee, annual |
| Committee Chair Cash Retainers | Compensation Chair $10,000 | Additional to member retainer |
| Chair of the Board Cash Retainer | $75,000 | Not applicable to Windley; for Board Chair |
| Annual RSU Grant (Directors) | $115,000 | Fair value; vests in one year; dividend equivalents accrued |
| Director Compensation (FY 2024) | Fees: $96,000; Stock Awards: $114,972; Total: $210,972 | Windley’s FY 2024 compensation |
2025–2026 changes effective April 29, 2025: Annual board cash retainer increased to $80,000; director RSU grant to $130,000; Chair of the Board retainer to $100,000 .
Performance Compensation
- Director equity mechanics: Annual RSU grant valued at $115,000; units determined by dividing by closing price before grant; RSUs vest one year from grant; directors may defer settlement; dividend equivalents accrued and paid in cash on settlement .
- Outstanding director equity (as of 12/31/2024):
- Restricted Shares: 1,780; RSUs: 1,073; Stock Options: 7,259 .
Performance metrics overseen by Compensation Committee (executives):
| Metric (2024 CIP) | Weight | Threshold | Target | Maximum | 2024 Actual | Payout Level |
|---|---|---|---|---|---|---|
| Adjusted EBITDA$ (000s) | 50% | $166,000 | $205,000 | $220,000 | $204,172 | 98.7% of target |
| Adjusted EBITDA% | 25% | 14.4% | 16.0% | 16.6% | 15.97% | 98.7% of target |
| Total Revenue (000s) | 25% | $1,154,000 | $1,282,000 | $1,353,000 | $1,278,565 | 98.7% of target |
| Metric (2022–2024 PRSU) | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Incentive ROIC (3-yr avg) | 60% | 16.6% | 22.1% | 24.3% | 19.18% | 123.8% of target |
| Cumulative EPS (3 yrs) | 40% | $11.95 | $15.94 | $17.53 | $18.24 | 123.8% of target |
2025–2027 PRSUs add Cumulative Revenue (34% weight) alongside ROIC (33%) and EPS (33%), aligning incentives to revenue growth priorities .
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| DHI Group, Inc. | Current director | Only current U.S. public company directorship disclosed; no TNC competitor/customer interlock disclosed in proxy |
Expertise & Qualifications
- Extensive experience in global HR management, succession planning, and executive compensation from senior roles at IQTalent (Caldwell), Fusion.io, Yahoo, Microsoft, Intuit, and Silicon Graphics .
- Technology exposure and ESG experience valuable to Tennant’s digital product initiatives and sustainability roadmap .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership | 12,315 shares; less than 1% of outstanding |
| Options currently exercisable (within 60 days of 3/6/2025) | 7,259 |
| Restricted shares (director grants before 2018, vest at Board departure) | 1,780 |
| RSUs outstanding (director annual grant, 1-year vest) | 1,073 |
| Deferred stock units | None |
| Hedging/Pledging | Prohibited by insider trading policy; no pledges allowed |
| Stock ownership goal for non-employee directors | 5x annual cash retainer; directors with ≥5 years have achieved goals (Windley director since 2016) |
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Post-Transaction Ownership | Link |
|---|---|---|---|---|
| 2025-05-06 | Award (A) | 1,815 | 6,871 | |
| 2024-05-08 | Award (A) | 1,073 | 5,056 |
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Windley oversees executive and director pay, risk assessment of compensation plans, and independent consultant engagement (Pearl Meyer), with formal processes limiting conflicts and confirming consultant independence .
- Shareholder support: Advisory Say-on-Pay received strong support in 2024 (For: 15,768,918; Against: 747,098; Abstain: 10,315; Broker Non-Vote: 848,739) and the proxy notes approximately 95% support, indicating investor confidence in pay structure .
- Attendance and independence: 100% meeting attendance in 2024; independence affirmed; Board emphasizes majority independent membership, majority voting standard, and robust governance policies (ownership guidelines, clawbacks, insider trading prohibitions) .
- Director compensation alignment: Mix of cash retainer and annual RSU grant with one-year vesting supports alignment; ownership goal of 5x retainer and holding requirements reinforce skin-in-the-game; Windley’s tenure indicates guideline compliance .
- Compensation design quality: Executive incentives balanced across EBITDA, revenue, ROIC, and EPS; payout outcomes (CIP 98.7% of target; PRSU 123.8% of target) reflect linkage of pay to performance; addition of Cumulative Revenue metric for 2025–2027 aligns with growth strategy .
- Potential conflicts: Proxy states only ordinary-course transactions with companies employing certain directors; Board considered these in independence determinations. No related-party transactions involving Windley are disclosed; hedging/pledging is prohibited, reducing alignment risk .
Red flags
- None disclosed in proxy specific to Windley (no pledging, no related-party transactions, strong attendance, and robust compensation governance) .