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Jeanette A. Press

Director at BROADWINDBROADWIND
Board

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

OrganizationRoleTenureCommittees/Impact
CMC Materials (NASDAQ: CCMP)CFO, Controller & Principal Accounting OfficerNov 2021–Jul 2022Led internal audit, tax, treasury, FP&A, accounting/reporting; finance transformation; strategic acquisitions; key finance leader in sale to Entegris .
CMC Materials (post-merger)Senior AdvisorPost Jul 2022 (closing)Supported integration and business dispositions following sale to Entegris .
Univar Solutions (NYSE: UNVR)VP, Controller & Principal Accounting OfficerPrior role (dates not disclosed)Global chemical distribution finance leadership .
USG Corporation (NYSE: USG)VP, Controller & Principal Accounting OfficerPrior role (dates not disclosed)Manufacturing finance leadership .
KPMG LLPAudit Practice13 yearsAssurance background; foundational accounting and controls expertise .

External Roles

OrganizationRoleTenureNotes
LimeVice President & Chief Accounting OfficerCurrentLeads global accounting, reporting, internal controls, tax, shared services at a global shared EV provider .
The Conservation FoundationBoard member; Chair, Advancement CommitteeCurrentNot-for-profit land and watershed conservation organization .
Loyola UniversityAccounting Program Advisory Board memberCurrentAcademic 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

Item2024 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 DateMay 16, 2024 .
RSU Shares Granted18,382 shares .
Grant Valuation Price$4.105 (closing price on grant date) .
Total 2024 Director Compensation$74,999 .
Deferred Compensation PlanEligible; unfunded, 409A-compliant; value deemed invested in BWEN stock; generally payable upon board departure; no deferments in 2024 .

Performance Compensation

ComponentStructureMetrics/Terms
Director EquityTime-based RSUs; annual grant per Board programNo performance metrics or options disclosed for non-employee directors; RSUs represent right to receive shares upon vesting .

Other Directorships & Interlocks

CompanyTypeRolePotential Interlock/Conflict
None disclosedPublic company boardHer 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

HolderShares Beneficially OwnedOwnership % of OutstandingNotes
Jeanette A. Press32,195<1%As of record date in proxy; beneficial ownership per Rule 13d-3 .
2024 Director RSU Grant18,382Annual RSU award representing right to receive shares upon vesting; grant value $49,999 at $4.105/share on May 16, 2024 .
Stock Ownership Guidelines3x annual cash retainer within 5 years of joining the BoardAmended 2023; measured on prior year’s cash retainer fees; compliance status not disclosed .
Pledging/HedgingNot disclosedNo 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 .