Timothy Morse
TENNANTAbout Timothy R. Morse
Timothy R. Morse, 56, is an independent director of Tennant Company (TNC) who joined the Board in 2021. He chairs the Audit Committee and serves on the Compensation and Executive Committees; the Board has designated him an “audit committee financial expert.” His background includes CFO and Interim CEO roles at Yahoo!, CEO and CFO roles at Ten‑X, and senior finance positions at GE Plastics and Altera. The Board has determined he is independent; Board and committee attendance in 2024 was 100%.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ten‑X (online real estate marketplace) | Chief Executive Officer | 2015–2018 | Led operations and growth |
| Ten‑X | Chief Financial Officer | 2014–2015 | Financial leadership |
| Yahoo! Inc. | Interim Chief Executive Officer | Sep 2011–Jan 2012 | Executive leadership during transition |
| Yahoo! Inc. | Chief Financial Officer | 2009–2012 | Global finance, internal controls |
| GE Plastics division / Altera | Various roles incl. CFO | 1991–2009 | Finance, accounting, internal controls |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Home Point Capital | Director | 2021–2023 | Served until merger with Mr. Cooper Group Inc. in 2023 |
Board Governance
- Independence: Board determined Morse is independent, alongside the majority of directors.
- Committee Assignments and Chair Roles:
- Audit Committee Chair; members: Morse (Chair), Green, Hider, Mulligan, Sheahan; Audit Committee held 5 meetings in 2024; Morse designated an “audit committee financial expert.”
- Compensation Committee member; committee held 4 meetings in 2024; all members independent.
- Executive Committee member (comprised of independent directors).
- Attendance and Engagement:
- Board met 4 times in 2024; all directors attended 100% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
Fixed Compensation
| Component | Board Year | Amount | Notes |
|---|---|---|---|
| Annual Board Cash Retainer | 2024–2025 | $75,000 | Paid quarterly; directors may defer under the Non‑Qualified Plan |
| Committee Member Retainer (Audit) | 2024–2025 | $15,000 | |
| Committee Member Retainer (Compensation) | 2024–2025 | $6,000 | |
| Committee Member Retainer (Governance) | 2024–2025 | $5,000 | |
| Committee Chair Retainer (Audit) | 2024–2025 | $10,000 | Morse is Audit Chair |
| Committee Chair Retainer (Compensation) | 2024–2025 | $10,000 | |
| Committee Chair Retainer (Governance) | 2024–2025 | $5,000 | |
| Chair of the Board Retainer | 2024–2025 | $75,000 | Chair role held by Mulligan |
| Director Cash Fees (Morse, actual FY2024) | FY2024 | $106,000 |
Compensation changes effective April 29, 2025: annual board cash retainer increased to $80,000; annual RSU grant value to $130,000; Chair of the Board cash retainer to $100,000.
Performance Compensation
| Equity Component | Board Year | Grant Value | Vesting | Units Outstanding (Morse) |
|---|---|---|---|---|
| Annual RSU grant | 2024–2025 | $115,000 | Vests one year from grant; dividend equivalents accrue and pay in cash on settlement; directors may defer settlement | 1,073 RSUs |
| Deferred Stock Units (from vested RSUs) | — | — | N/A (reflects deferrals) | 3,183 DSUs |
| Stock Options (legacy grants pre‑2018) | — | — | Pro rata vesting over 3 years | 0 for Morse |
Notes:
- Non‑employee director equity is time‑based RSUs; there are no performance‑conditioned PSUs or option awards for current director grants.
- Granting policy restricts grants to open trading windows and uses prior trading day’s closing price for valuation.
Other Directorships & Interlocks
| Entity | Relationship to TNC | Potential Conflict |
|---|---|---|
| Home Point Capital (public) | No disclosed related‑party transactions with TNC | None disclosed; Board confirms independence using NYSE/SEC criteria |
The Board notes ordinary course commercial transactions with companies employing certain directors; these were considered in independence determinations.
Expertise & Qualifications
- Financial expert; extensive CFO background and interim CEO experience (Yahoo!); CEO/CFO roles at Ten‑X; finance leadership at GE Plastics and Altera; expertise in business processes, accounting, internal controls, M&A, executive compensation, and succession planning.
- Audit committee financial expert designation by the Board.
Equity Ownership
| Holder | Beneficial Shares | RSUs | DSUs | Options | Ownership % of Shares Outstanding |
|---|---|---|---|---|---|
| Timothy R. Morse | 5,809 | 1,073 | 3,183 | 0 | ~0.031% (5,809 / 18,806,189) |
- Stock ownership goal for non‑employee directors: five times annual cash retainer; progress measured annually; directors with ≥5 years have achieved goals; newer directors are on pace. As of Feb 1, 2024, stock options and unearned performance shares are excluded from guideline calculations; non‑compliant directors must retain 50% of net shares from awards until compliant, with limited transition sell allowances.
- Insider trading policy prohibits hedging and pledging of company securities. No pledges disclosed for Morse.
Say‑on‑Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non‑Vote |
|---|---|---|---|---|
| 2024 Advisory approval of executive compensation | 15,768,918 | 747,098 | 10,315 | 848,739 |
- The company reports approximately 95% support for executive compensation in 2024, informing continuity of program design.
Compensation Committee Analysis
- Composition: Windley (Chair), Arvani, Eicher, Morse; all independent.
- Consultant: Pearl Meyer engaged by the committee; concluded independent; no non‑executive compensation services provided in 2024; conflicts management process in place.
- Duties include non‑employee director pay recommendations, executive compensation oversight, and annual compensation risk review (balanced pay mix, ownership guidelines, clawbacks, no hedging/pledging).
Governance Assessment
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Strengths and signals supporting investor confidence:
- Audit Chair role with “financial expert” designation; Audit Committee met 5 times in 2024; robust oversight of financial reporting, internal controls, compliance, risk, and external auditor independence.
- 100% Board and committee attendance in 2024; strong engagement.
- Clear independence determination; majority independent Board; separate independent Chair (Mulligan).
- Transparent, plain‑vanilla director pay structure (cash retainer + time‑based RSUs); Morse’s FY2024 pay: cash $106,000; stock awards $114,972; total $220,972.
- Ownership alignment via stock ownership goals; enhanced retention‑until‑compliance; strict anti‑hedging/pledging policy.
- Strong say‑on‑pay support and ongoing shareholder engagement.
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Potential risks or red flags:
- None disclosed specific to Morse regarding related‑party transactions, pledging/hedging, low attendance, or pay anomalies; independence affirmed.
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Compensation mix and alignment:
- FY2024 director compensation for Morse: roughly 49% cash ($106,000) and 51% equity ($114,972), aligning incentives with shareholder value via equity grants that vest in one year.
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Committee workload and effectiveness:
- Audit and Compensation Committees met required minimums; Audit exceeded minimum with five meetings; documented risk and compensation governance (clawbacks, award timing policy).
Overall, Morse’s finance and audit credentials, independent status, committee leadership, and full attendance signal board effectiveness and strong governance alignment with shareholders.