Maria Green
TENNANTAbout Maria C. Green
- Age 72; Independent Director at Tennant Company (TNC) since 2019 (≈6 years of board service). Current committee roles: Governance Committee Chair; member of Audit and Executive Committees .
- Background: Former SVP & General Counsel at Ingersoll Rand plc; long-tenured legal and governance leader at Illinois Tool Works Inc.; prior senior legal roles at Amtrak and Chicago Transit Authority, among others .
- Independence, attendance, engagement: Board has determined Ms. Green is independent; the Board met 4 times in 2024 and all directors, including Ms. Green, attended 100% of Board and applicable committee meetings; Board holds executive sessions at the start and end of regular meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingersoll Rand plc | Senior Vice President and General Counsel | Oct 2015 – Jun 2019 | Governance, global legal, compliance, international matters; M&A, ERM, EHS, ESG, shareholder engagement focus . |
| Illinois Tool Works Inc. | SVP, General Counsel & Secretary; prior VP GC & Secretary; Deputy GC & Asst. Secretary; Associate GC & Asst. Secretary | 2011–2015 (SVP GC/Secretary); 2012–2015 (SVP GC/Secretary as stated); 2008–2011; 1997–2008 | Public company governance, acquisitions, ERM, sustainability, shareholder engagement . |
| Chicago Transit Authority | Vice President Real Estate Development | 1996 – Sep 1997 | Real estate development (public sector) . |
| National Railroad Passenger Corp. (Amtrak) | General Counsel and Director of Commercial Development; earlier Associate GC Corporate Affairs | 1994–1996 (GC & Director); 1989–1994 (Assoc. GC) | Legal and commercial development leadership . |
| Hazel, Thomas Fiske, Beckhorn & Hanes, P.C. | Senior Associate | 1987–1989 | Legal practice . |
| Akin, Gump, Strauss, Hauer & Feld | Associate | 1986–1987 | Legal practice . |
| Continental Illinois National Bank & Trust Co. | Attorney | 1981–1985 | Legal counsel (financial services) . |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Fathom Digital Manufacturing Corporation | Director | 2021 – present | Not disclosed in proxy . |
| Littelfuse, Inc. | Director | 2020 – present | Not disclosed in proxy . |
| Wisconsin Energy Group | Director | 2019 – present | Not disclosed in proxy . |
Board Governance
- Committee assignments and chair roles (TNC): Governance Committee Chair; member of Audit and Executive Committees . Audit Committee membership includes Ms. Green; Audit met 5 times in 2024 . Governance Committee (which she chairs) met 4 times in 2024, including a dedicated ESG oversight meeting . Executive Committee (all independent directors) met 4 times in 2024 .
- Independence and leadership: Board majority independent; independent Chair (Donal Mulligan) separate from CEO; Ms. Green is independent under NYSE and SEC criteria .
- Attendance: All directors attended 100% of Board and committee meetings in 2024 .
- Executive sessions and risk oversight: Board holds executive sessions at the beginning and end of each regular meeting; Board actively oversees strategy and risk; Audit oversees ERM updates; annual enterprise risk assessment reported to Audit and Board .
- Director commitments policy: Non-CEO directors limited to serving on at most four public company boards; policy considers other board service when assessing nominations .
Fixed Compensation (Non-Employee Director)
| Component | Board Year 2024–2025 | Board Year 2025–2026 (effective Apr 29, 2025) |
|---|---|---|
| Annual Board Cash Retainer | $75,000 | $80,000 |
| Committee Member Retainers | Audit $15,000; Compensation $6,000; Governance $5,000 | Unchanged in proxy |
| Committee Chair Retainers | Audit Chair $10,000; Compensation Chair $10,000; Governance Chair $5,000 | Unchanged in proxy |
| Chair of the Board Retainer | $75,000 | $100,000 |
- Maria C. Green 2024 cash fees actually earned: $100,000 (sum consistent with Board retainer $75,000 + Audit member $15,000 + Governance member $5,000 + Governance Chair $5,000) .
Performance Compensation (Non-Employee Director Equity)
| Item | Detail |
|---|---|
| Annual RSU Grant (Board Year 2024–2025) | Grant value $115,000; RSUs determined by $115,000 ÷ prior-day close; vest 1 year from grant; dividend equivalents accrued and paid in cash upon settlement; deferral to DSUs available . |
| Maria C. Green – Stock Awards (2024 disclosed) | Grant date fair value $114,972 . |
| RSUs Outstanding (as of FY-end 2024) | 1,073 RSUs . |
| Deferred Stock Units (vested RSUs deferred) | 8,100 DSUs . |
| 2025–2026 Change (forward) | Annual RSU grant value increased to $130,000 effective Apr 29, 2025 . |
Note: Non-employee director equity is service-based (time-vested RSUs); there are no performance metrics tied to director equity awards .
Other Directorships & Interlocks
| Aspect | Details |
|---|---|
| Current public company boards (outside TNC) | Fathom Digital Manufacturing Corporation (since 2021); Littelfuse, Inc. (since 2020); Wisconsin Energy Group (since 2019) . |
| Potential interlocks | No interlocks with TNC disclosed in the proxy; independence affirmed by Board . |
| Director commitments policy | Board limits non-CEO directors to ≤4 public company boards; Ms. Green’s disclosed outside roles are within policy bounds . |
Expertise & Qualifications
- Public company corporate governance; global legal and compliance; international matters; acquisitions; enterprise risk management; environmental health, safety and sustainability; shareholder engagement—capabilities highlighted by the Board in selecting Ms. Green .
- These qualifications align with TNC’s focus on inorganic growth, global integrations, risk mitigation, and ESG initiatives at the Board level .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 9,404 shares; <1% of outstanding . |
| RSUs outstanding (#) | 1,073 . |
| Deferred Stock Units (DSUs) (#) | 8,100 . |
| Stock options | None . |
| Director stock ownership goal | 5x annual cash retainer; for 2024–2025 retainer, goal = $375,000 equivalent . |
| Compliance with ownership guideline | “Directors who have served on the Board for five years or more have achieved their goals” (Ms. Green director since 2019) . |
| Hedging/Pledging | Prohibited for directors under insider trading policy . |
Governance Assessment
- Strengths for investor confidence:
- Independent director; Governance Chair; member of Audit and Executive—positions that influence nominations, ESG oversight, risk oversight, and independent director sessions .
- 100% attendance; Board majority independent with independent Chair; regular executive sessions—supports effective oversight and challenge of management .
- Robust ownership alignment: 5x retainer stock ownership goal; directors with ≥5 years of service (including Ms. Green) have met the guideline; prohibitions on hedging/pledging reduce misalignment risk .
- Director pay mix balanced and modest: 2024–2025 cash retainer $75k plus role-based fees; equity RSU grant $115k time-vested; Ms. Green total 2024 compensation $214,972—generally aligned with market and not performance-incentivized in a way that could bias oversight .
- Potential risks/red flags:
- No related-party transactions involving directors were disclosed; independence determinations considered only ordinary-course transactions with employers of certain directors; none noted as impairing independence .
- No pledging/hedging permitted; no Section 16(a) delinquencies flagged in the proxy table of contents section (policy references present), and no adverse legal/governance findings disclosed for Ms. Green .
- Say-on-pay context: 2024 say-on-pay support ~95%, indicating broad shareholder support for the company’s compensation governance (Board-level oversight implication) .
Overall, Ms. Green’s governance profile (independent status, Governance Chair role with ESG remit, Audit membership, full attendance, strong ownership alignment, and absence of conflicts) supports board effectiveness and investor confidence in oversight quality .