Jeanette A. Press
About Jeanette A. Press
Independent director since March 22, 2023; age 49. Designated “Audit Committee financial expert,” and serves on the Audit, Compensation, and Governance/Nominating Committees. Currently Vice President and Chief Accounting Officer at Lime; CPA, NACD-certified board director; B.B.A. in Accounting from Loyola University. Background includes senior finance leadership at CMC Materials (CFO/Controller/PAO; post-merger Senior Advisor), Univar Solutions, USG, and 13 years in KPMG’s audit practice .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CMC Materials (NASDAQ: CCMP) | CFO, Controller & Principal Accounting Officer | Nov 2021–Jul 2022 | Led internal audit, tax, treasury, FP&A, accounting/reporting; finance transformation; strategic acquisitions; key finance leader in sale to Entegris . |
| CMC Materials (post-merger) | Senior Advisor | Post Jul 2022 (closing) | Supported integration and business dispositions following sale to Entegris . |
| Univar Solutions (NYSE: UNVR) | VP, Controller & Principal Accounting Officer | Prior role (dates not disclosed) | Global chemical distribution finance leadership . |
| USG Corporation (NYSE: USG) | VP, Controller & Principal Accounting Officer | Prior role (dates not disclosed) | Manufacturing finance leadership . |
| KPMG LLP | Audit Practice | 13 years | Assurance background; foundational accounting and controls expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lime | Vice President & Chief Accounting Officer | Current | Leads global accounting, reporting, internal controls, tax, shared services at a global shared EV provider . |
| The Conservation Foundation | Board member; Chair, Advancement Committee | Current | Not-for-profit land and watershed conservation organization . |
| Loyola University | Accounting Program Advisory Board member | Current | Academic advisory role . |
Board Governance
- Committee assignments: Audit (financial expert), Compensation, Governance/Nominating .
- Committee chairs: Audit—David P. Reiland; Compensation—Cary B. Wood; Governance/Nominating—Philip J. Christman .
- Independence: Audit Committee “comprised of four independent directors”; Compensation Committee members satisfy NASDAQ Rule 5605(d) and Exchange Act Rule 10C-1 independence requirements, covering Press as a member .
- Attendance and engagement: Board met 12 times in 2024; each director attended at least 87% of Board and committee meetings; executive sessions of independent directors at least twice per year; all then-current directors attended the 2024 Annual Meeting .
- Committee activity: Audit Committee met 4 times in 2024 ; Compensation Committee met 4 times in 2024 .
Fixed Compensation
| Item | 2024 Amount/Detail |
|---|---|
| Fees Earned or Paid in Cash | $25,000 . |
| Cash Retainer Policy | $12,500 per calendar quarter; Board forfeited Q1 and Q2 2024 payments as part of expense reduction; cash retainer reinstated in Q3 2024 . |
| Stock Awards (Annual RSU) | $49,999 grant value . |
| RSU Grant Date | May 16, 2024 . |
| RSU Shares Granted | 18,382 shares . |
| Grant Valuation Price | $4.105 (closing price on grant date) . |
| Total 2024 Director Compensation | $74,999 . |
| Deferred Compensation Plan | Eligible; unfunded, 409A-compliant; value deemed invested in BWEN stock; generally payable upon board departure; no deferments in 2024 . |
Performance Compensation
| Component | Structure | Metrics/Terms |
|---|---|---|
| Director Equity | Time-based RSUs; annual grant per Board program | No performance metrics or options disclosed for non-employee directors; RSUs represent right to receive shares upon vesting . |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | Public company board | — | Her proxy biography lists non-profit/academic board roles but no other public company directorships, reducing interlock risk . |
Expertise & Qualifications
- Designated Audit Committee “financial expert”; deep acumen in accounting, internal controls, risk assessment/management, M&A, strategy, and regulatory/public policy .
- CPA; NACD-certified board director; Loyola University B.B.A. in Accounting .
- Senior leadership across public-company finance functions (CMC Materials, Univar Solutions, USG); 13 years audit experience at KPMG .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Notes |
|---|---|---|---|
| Jeanette A. Press | 32,195 | <1% | As of record date in proxy; beneficial ownership per Rule 13d-3 . |
| 2024 Director RSU Grant | 18,382 | — | Annual RSU award representing right to receive shares upon vesting; grant value $49,999 at $4.105/share on May 16, 2024 . |
| Stock Ownership Guidelines | 3x annual cash retainer within 5 years of joining the Board | — | Amended 2023; measured on prior year’s cash retainer fees; compliance status not disclosed . |
| Pledging/Hedging | Not disclosed | — | No pledging/hedging disclosure in proxy . |
Governance Assessment
- Strengths: Independent director serving on all three standing committees; Audit financial expert designation supports robust oversight of reporting, controls, and related-party review; high meeting attendance and participation; equity-heavy director pay (approx. two-thirds of 2024 comp) aligns incentives with shareholder outcomes; stock ownership guideline enforces longer-term alignment .
- Potential conflicts: None reported—Company states no related party transactions above the lesser of $120,000 and 1% of average year-end assets since Jan 1, 2024; directors/related persons have no arrangements requiring disclosure under NASDAQ Rule 5250(b)(3) or Item 404(d) .
- Signals: Board’s forfeiture of Q1/Q2 2024 cash retainers indicates expense discipline and sensitivity to shareholder value during cost actions, without compromising equity alignment .
- RED FLAGS: None disclosed—no related-party transactions, no tax gross-ups mentioned for directors, no option repricings, and attendance thresholds met; say-on-pay proposal presented (NEO-focused) but vote outcomes not included in this proxy segment .