Mark Sheahan
TENNANTAbout Mark W. Sheahan
Mark W. Sheahan, age 61, is an independent director of Tennant Company (TNC) who joined the Board on May 15, 2024 and is standing for shareholder election for the first time at the April 29, 2025 Annual Meeting; if elected, his Class II term would expire in 2027 . He serves on the Audit Committee and the Executive Committee and has been affirmatively determined independent by the Board under NYSE and SEC standards . Sheahan’s core credentials stem from senior leadership in global manufacturing, including finance, operations, and technology-driven product development, currently as President & CEO of Graco Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graco Inc. | President & CEO | Jun 2021 – present | Led strategic growth, technology-driven product development, operations excellence |
| Graco Inc. | Chief Financial Officer | Jun 2018 – Jun 2021 | Financial strategy; SEC and capital markets experience |
| Graco Inc. | VP & GM, Applied Fluid Technologies | Feb 2008 – Jun 2021 | Operational leadership; technology launches |
| Graco Inc. | Chief Administrative Officer | Sep 2005 – Feb 2008 | Enterprise processes, governance |
| Graco Inc. | Vice President & Treasurer | Dec 1998 – Sep 2005 | Corporate finance, treasury |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Graco Inc. (NYSE: GGG) | Director | 2021 – present | Current public company directorship; also CEO |
Board Governance
- Committee assignments: Audit Committee member; Executive Committee member .
- Independence: Board determined Sheahan is independent; only ordinary-course commercial transactions involving companies that employ certain directors were considered in independence assessments .
- Attendance: In 2024, the Board met four times and all directors attended 100% of Board and committee meetings; all then-serving directors attended the 2024 Annual Meeting .
- Voting standard and accountability: Majority voting in uncontested director elections; any director failing to receive more FOR than AGAINST must tender resignation for Board consideration within 90 days .
- Director commitments: Policy limits a sitting public-company CEO to serving on no more than two public company boards (including their own); Board manages appointments annually—Sheahan’s service on Graco and Tennant fits within policy .
Fixed Compensation
| Component | Board Year 2024–2025 | Board Year 2025–2026 (effective Apr 29, 2025) |
|---|---|---|
| Annual Board Cash Retainer | $75,000 | $80,000 |
| Audit Committee Member Retainer | $15,000 | $15,000 |
| Compensation Committee Member Retainer | $6,000 | $6,000 |
| Governance Committee Member Retainer | $5,000 | $5,000 |
| Additional Chair Retainers (if applicable) | Audit Chair $10,000; Compensation Chair $10,000; Governance Chair $5,000 | Unchanged |
| Chair of the Board Retainer | $75,000 | $100,000 |
- Sheahan’s actual 2024 director cash fees (prorated from May 15, 2024 start): $63,801 .
Performance Compensation
Directors receive time-based RSUs (not performance-based) that vest one year from grant; RSUs are valued by dividing the annual grant value by the closing price on the last trading day prior to grant; dividend equivalents accrue and are paid in cash upon settlement; directors may elect to defer receipt under the plan .
| Item | Sheahan 2024 (Board Year) | Vesting/Schedule |
|---|---|---|
| Stock awards (grant-date fair value) | $110,297 (prorated) | RSUs vest one year from grant; dividends accrue; settlement into common shares; deferral election available |
| RSUs outstanding | 1,043 units | Annual RSU grant; number determined per policy |
| 2025–2026 annual RSU grant value | $130,000 (program increase) | Effective Apr 29, 2025 |
No director performance metrics (e.g., EBITDA/TSR hurdles) apply to non-employee director RSU awards; these are time-based per program design .
Other Directorships & Interlocks
| Connection | Description | Governance Consideration |
|---|---|---|
| Graco Inc. | Sheahan is CEO and director at Graco | Board independence affirmed; ordinary-course transactions involving companies that employ directors were considered in independence review |
| Prior affiliation with Graco among TNC executives | TNC CEO David W. Huml previously held roles at Graco (1992–2006) | Potential information network; no related-person transactions disclosed requiring approval |
Expertise & Qualifications
- Extensive manufacturing leadership, strategic growth, technology-driven product development, operations excellence, and financial strategy from long tenure at Graco .
- Financial literacy for Audit Committee service; Board determined all Audit Committee members are financially literate; committee includes two “audit committee financial experts” (Morse, Mulligan) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Mark W. Sheahan | 1,043 shares | <1% (“*”) | Director equity table shows 1,043 RSUs outstanding; no options reported |
- Director stock ownership goal: 5x annual cash retainer; newer directors are “on pace” to achieve; calculation revised as of Feb 1, 2024 to include after-tax value of RSUs/DSUs and exclude options/unearned performance shares; retention of 50% of net shares until compliant; two-year transition allowances apply .
- Hedging and pledging prohibited under insider trading policy (applies to directors and access persons) .
Governance Assessment
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Strengths:
- Independence affirmed; Audit and Executive Committee membership with 100% attendance in 2024 enhances board effectiveness .
- Manufacturing and finance expertise aligns with TNC’s strategic and operational profile; useful for Audit oversight and strategy discussions .
- Pay structure aligns director incentives with shareholders via annual equity grants and ownership goals; anti-hedging/pledging supports alignment .
- Majority voting and resignation policy improve accountability in director elections .
-
Potential Risks/Considerations:
- Time commitments as sitting public-company CEO; Tennant’s policy caps CEO-directors at two boards (including their own), and Sheahan complies; attendance record mitigates overboarding concerns .
- Interlocks/network ties: current CEO/director at Graco and prior Graco employment by TNC’s CEO may create information flow networks; Board independence review noted only ordinary-course commercial transactions and affirmed independence; no related-person transactions disclosed requiring approval .
RED FLAGS
- None disclosed regarding related-party transactions, option repricing, hedging/pledging, or low attendance; independence affirmed despite ordinary-course transactions with companies employing directors .
Appendix: Committee Context
- Audit Committee: Members — Morse (Chair), Green, Hider, Mulligan, Sheahan; five meetings in 2024; oversees financial reporting integrity, audit firm independence/performance, internal controls, ethics compliance, risk assessment .
- Executive Committee: Comprised of independent directors; chaired by Mulligan; met four times in 2024; oversees CEO evaluation, succession, long-term strategic direction .
- Meeting attendance: All directors 100% in 2024 .