Fay West
TENNANTAbout Fay West
Fay West is Senior Vice President, Chief Financial Officer and Principal Accounting Officer of Tennant Company, appointed effective April 15, 2021; she was age 52 at appointment and holds a bachelor’s in accounting from DePaul University and is a CPA . Her tenure at TNC began in April 2021 following roles at SunCoke Energy; under her finance leadership, TNC reported record 2024 net sales (+3.5% YoY, +3.2% organic), Adjusted EBITDA of $208.8 million, and +70 bps Adjusted EBITDA margin improvement, with enterprise incentive payouts reflecting performance (CIP at 98.7% of target; 2022–2024 PRSUs at 123.8% of target) . Pay-versus-performance disclosure shows multi-year TSR context for TNC and sector benchmarks; 2024 year-end $100 investment values were $111.68 for TNC vs $176.44 for S&P 500 Industrials, alongside net income of $83.7 million and Adjusted EBITDA of $208.8 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SunCoke Energy, Inc. | Senior Vice President & CFO | Oct 2014 – Apr 2021 | Led finance and reporting; progressed from VP & Controller to CFO, positioning company through commodity cycles |
| SunCoke Energy, Inc. | Vice President & Controller | Feb 2011 – Oct 2014 | Built controls, reporting infrastructure prior to promotion to CFO |
| United Continental Holdings, Inc. | Assistant Controller | Prior to 2011 | Senior accounting leadership at a global airline during integration era |
| PepsiAmericas, Inc. | Vice President Accounting & Financial Reporting; Director Financial Reporting | Prior to 2011 | Advanced reporting roles at a major beverage bottler |
| GATX Rail Company | Vice President & Controller | Prior to 2011 | Oversaw rail leasing financials and controls |
External Roles
| Organization | Role | Years |
|---|---|---|
| Quaker Houghton | Director; Audit Committee Chair; Governance Committee member | Current (as of Apr 1, 2021) |
| SunCoke Energy Partners GP LLC | Director of GP; Board member | Jul 2012 – Jun 2019 |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annualized Base Salary ($) | $541,986 | $558,183 | $579,145 (effective Apr 1, 2024) |
| Target CIP (% of salary) | 70% | 70% | 70% |
| Target LTIP (% of salary) | 160% | 160% | 160% |
| Actual CIP payout ($) | $242,538 | $787,188 | $400,132 |
| All Other Compensation ($) | $68,837 | $110,887 | $138,339 |
Multi-year Summary Compensation for Fay West:
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $541,986 | $558,183 | $574,928 |
| Stock Awards (RSUs/PRSUs grant-date FV) | $655,134 | $674,723 | $926,666 |
| Option Awards | $218,372 | $224,923 | — |
| Non-Equity Incentive (CIP) | $242,538 | $787,188 | $400,132 |
| All Other Compensation | $68,837 | $110,887 | $138,339 |
| Total | $1,726,867 | $2,355,904 | $2,040,065 |
Perquisites and deferred comp:
- Commuting reimbursement program up to $60,000 per year approved in Feb 2023; “Other” in 2024 includes commuting reimbursement of $50,099 .
- Non-qualified deferred compensation: eligible to defer 0–50% of base salary and 0–100% of CIP; 2024 registrant contributions $60,722; aggregate balance $118,878; aggregate earnings $5,180 .
Performance Compensation
Annual CIP (2024) – enterprise metrics and payout:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout (% of Target) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA$ (000s) | 50% | $166,000 | $205,000 | $220,000 | $204,172 | 98.7% |
| Adjusted EBITDA% | 25% | 14.4% | 16.0% | 16.6% | 15.97% | 98.7% |
| Total Revenue (000s) | 25% | $1,154,000 | $1,282,000 | $1,353,000 | $1,278,565 | 98.7% |
Long-Term Incentives:
- 2024–2026 PRSUs: metrics are Incentive ROIC (60%) and Incentive Cumulative EPS (40%); threshold 50%, max 200%; PRSUs vest based on 3-year performance on Dec 31, 2026; restricted stock vests 100% on third anniversary of grant date; stock options removed from LTIP in 2024 .
- 2022–2024 PRSUs: payout achieved at 123.8% of target; ROIC and cumulative EPS targets disclosed with actuals (ROIC 19.18%; EPS $18.24) .
Grants of plan-based awards (2024):
| Award Type | Grant Date | Target | Maximum | Notes |
|---|---|---|---|---|
| PRSU (2024–2026) | 2/27/2024 | 4,206 shrs; grant-date FV $463,333 | 8,412 shrs | Vests 12/31/2026 on ROIC/EPS |
| Restricted Stock | 2/27/2024 | 4,206 shrs; grant-date FV $463,333 | — | 100% cliff vest after 3 years |
| CIP Target/Max ($) | 2024 Plan | $405,402 target | $810,803 max | 2024 payout determined by enterprise metrics |
Stock vested and value realized (2024):
| Category | Shares Vested | Value Realized ($) |
|---|---|---|
| Stock Awards (RSUs/RS) | 8,848 | $966,856 |
| Option Exercises | 0 | $0 |
Equity Ownership & Alignment
Beneficial ownership and guideline compliance:
- Beneficial ownership: 57,626 shares; includes 24,314 shares covered by options exercisable within 60 days; <1% of shares outstanding .
- Executive stock ownership guideline for CFOs is 3× base salary; Ms. West has achieved her ownership requirement .
- Hedging and pledging of TNC securities by executive officers and directors are prohibited; no option backdating/repricing; robust stock trading policy and clawbacks in place .
Outstanding equity awards (as of Dec 31, 2024):
| Type | Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|---|
| Stock Option | 05/07/2021 | 8,808 | — | $85.73 | 05/07/2031 |
| Stock Option | 03/01/2022 | 6,208 | 3,104 | $78.78 | 03/01/2032 |
| Stock Option | 02/28/2023 | 3,097 | 6,193 | $72.88 | 02/28/2033 |
Unvested stock awards and PRSUs (market value @ $81.53 close on 12/31/2024):
| Award | Grant Date | Unvested Units | Market Value ($) |
|---|---|---|---|
| Restricted Stock | 03/01/2022 | 2,772 | $226,001 |
| PRSUs (2022–2024 target) | 03/01/2022 | 5,544 | $452,002 |
| Restricted Stock | 02/28/2023 | 3,086 | $251,602 |
| PRSUs (2023–2025 target) | 02/28/2023 | 6,172 | $503,203 |
| Restricted Stock | 02/27/2024 | 4,206 | $342,915 |
| PRSUs (2024–2026 target) | 02/27/2024 | 4,206 | $342,915 |
Ownership guideline calculation treatment excludes stock options and unearned performance shares as of Feb 1, 2024; executives not in compliance must retain 50% of net shares from vesting/exercise, with transitional sale allowances in 2024–2025; Ms. West is already in compliance .
Employment Terms
Severance and change-in-control economics:
- Ms. West participates in the Executive Officer Severance Plan (not an individual executive agreement) .
- Outside a change-in-control: upon termination without cause, benefits include 1× base salary paid over 12 months, pro-rata CIP based on actual results, and benefits continuation; Severance Plan does not provide “good reason” benefits outside CIC .
- After/in connection with a change-in-control: double-trigger required; lump-sum cash equal to 2× annual compensation (less than 3× under management agreements for certain other NEOs), pro-rata CIP at target, and benefits; “net best” cutback to avoid 280G excise tax if beneficial .
Potential payments if event occurred on Dec 31, 2024:
| Scenario | Cash Severance ($) | CIP ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|
| Termination Without Cause (non-CIC) | $579,145 | $400,132 | $5,881 | $985,158 |
| Termination Within 3 Years of CIC (double-trigger) | $2,146,743 | $405,402 | $8,821 | $2,560,966 |
| Accelerated Awards Value (CIC) | — | — | — | $2,180,743 |
Policies and other terms:
- Clawbacks: recovery of excess incentive-based pay over prior 3 years upon accounting restatement; broader misconduct clawback for access persons including executive officers .
- No excise tax gross-ups; hedging/pledging prohibited; independent Compensation Committee; equity award timing policy; stock trading policy for officers/access persons .
- Executive physical program provided; commuting reimbursement program approved for Ms. West as noted above .
Investment Implications
- Pay-for-performance alignment: CFO incentive mix is weighted to enterprise Adjusted EBITDA$, Adjusted EBITDA%, and Revenue (CIP 98.7% payout) and multi-year ROIC/EPS PRSUs (123.8% payout for 2022–2024), indicating tight linkage between financial execution and realized compensation .
- Selling pressure and vesting overhang: Significant RS/PRSUs vest on 12/31 (PRSUs) and third anniversaries (RS); 2024 vesting delivered 8,848 shares and ~$967k value for West, with further 2023–2025 and 2024–2026 PRSUs and RS scheduled; options exist but 2024 LTIP removed new options, reducing future option-driven selling .
- Alignment and risk controls: Achieved ownership guideline (3× salary) and prohibitions on hedging/pledging reduce misalignment risk; robust clawbacks and no tax gross-ups support governance discipline; high say-on-pay support (~95% in 2024) reduces headline governance risk .
- Retention economics: Double-trigger CIC cash of $2.15 million plus accelerated awards ($2.18 million) and CIP target suggest competitive but not excessive parachute relative to peers; outside CIC, severance at 1× salary + pro-rata CIP limits windfall risk while providing retention baseline .
- Execution track record: 2024 delivered record net sales and higher Adjusted EBITDA and margins under the growth-oriented strategy, supporting continued incentive realizations and confidence in finance leadership execution .
Compensation Peer Group and Shareholder Feedback
- Peer group includes 18 industrials (e.g., Federal Signal, Graco, Nordson, Watts Water); pay decisions benchmarked against size and market median practices with Pearl Meyer as independent consultant .
- 2024 say-on-pay approval ~95% underscores investor support for program design and outcomes .