Janis Smith-Gomez
About Janis Smith-Gomez
Independent Class II director since 2023; age 58; seasoned med‑tech marketing executive with 30+ years across Johnson & Johnson (Ethicon, Global Brand Experience) and prior roles at Mars, Kraft, PepsiCo, and Booz Allen. She holds a bachelor’s degree in Business and an MBA from the University of Chicago, and is profiled as a strategic commercial leader focused on brand relevance and growth in medical devices .
Past Roles
| Organization | Role | Tenure | Notable Impact |
|---|---|---|---|
| Johnson & Johnson (Medical Devices) | VP, Global Brand Experience | 2018–2022 | Led brand identity evolution for $27B med‑tech business to a patient‑centered, digitally powered model |
| Ethicon (J&J) | VP, U.S. Marketing | 2014–2018 | Returned business to growth; strengthened customer engagement and launch excellence |
| Mars, Incorporated | VP, Marketing | Pre‑2006 (prior to J&J) | Consumer brand leadership |
| Kraft Foods | Senior Director | Pre‑2006 | Marketing leadership |
| PepsiCo | Director of Marketing | Pre‑2006 | Marketing leadership |
| Booz, Allen & Hamilton | Consultant | Early career | Strategy consulting foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Honey Pot Company (subsidiary of Compass Diversified) | Independent Director | Current | Governance oversight for consumer health portfolio company |
| New York Academy of Medicine | Trustee | Current | Non‑profit oversight |
| Black Public Media | Trustee | Current | Non‑profit oversight |
| Kent Place School; Citymeals on Wheels; Vanderbilt Parents & Family Association | Trustee/Board member | Prior | Community and education governance |
Board Governance
- Independence: Determined independent under Nasdaq Listing Rules; Board has majority independents .
- Committee assignments: Audit Committee member (with S. Kantor—chair—and M. Patel); Nominating & Corporate Governance Committee member (with S. Kantor and C. Brynelsen) .
- Attendance and engagement: All directors other than G. Taylor attended ≥75% of Board and committee meetings in 2024; Audit Committee met in executive session each regular meeting; Smith‑Gomez attended the 2024 Annual Meeting .
- Tenure/term: Class II director; stood for re‑election at the May 28, 2025 Annual Meeting to serve through the 2028 annual meeting .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Annual cash retainer ($) | $40,000 |
| Committee chair fees ($) | Not disclosed |
| Meeting fees ($) | Not disclosed |
| Option/stock awards (grant‑date fair value, $) | $0 |
| Total director compensation ($) | $40,000 |
Program note: Company intends to grant annual restricted stock to non‑employee directors; details (amounts, vesting) “not yet determined” and subject to plan limits .
Performance Compensation
| Component | FY 2024 Grant | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| RSUs/Deferred Stock | Not disclosed | Not disclosed | Not disclosed |
| PSUs | Not disclosed | Not disclosed | Not disclosed |
| Options | None reported for Smith‑Gomez in 2024 | N/A | N/A |
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock/Notes |
|---|---|---|---|
| The Honey Pot Company | Private (CODI subsidiary) | Independent Director | Subsidiary of Compass Diversified; no disclosed COCH transactional linkage |
| Non‑profits (NYAM; Black Public Media) | Non‑profit | Trustee | No issuer conflict disclosed |
Expertise & Qualifications
- Med‑tech commercialization and brand strategy; led large‑scale brand transformation in devices .
- Executive experience across global consumer and healthcare brands (J&J, Mars, Kraft, PepsiCo) .
- Governance experience on corporate and non‑profit boards; stakeholder insights focus .
- Audit Committee service alongside a designated “financial expert” (S. Kantor), enhancing oversight depth .
Equity Ownership
| Metric | Apr 10, 2025 | Oct 2, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 16,146 | 13,021 |
| Ownership (% of outstanding) | <1% | <1% |
| Composition detail | Includes 16,146 shares via stock options | Includes 13,021 shares via stock options |
| Hedging/pledging policy | Directors prohibited from margin accounts and hedging/monetization transactions under Insider Trading Policy |
Governance Assessment
-
Strengths
- Independent director with deep med‑tech commercialization expertise; sits on Audit and Nominating & Governance, directly tied to key oversight functions .
- Documented engagement: attended 2024 Annual Meeting; overall Board/committee attendance ≥75% (except one director) indicates functional engagement cadence, with regular audit executive sessions .
- Board structure: separate Chair and CEO roles; majority independent board .
-
Risks and potential conflicts
- Controlling shareholder exposure: Glen A. Taylor beneficially owned ~55.8% (Apr 10, 2025) and ~51.8% (Oct 2, 2025) of Class A Common Stock; related party financing and facility lease with Taylor‑controlled entities may constrain minority investor influence and raise conflict review demands .
- Voting and Warrant Extension Agreement: Taylor parties agreed to vote in favor of proposals to ensure Nasdaq compliance through Dec 31, 2028 (binding on transferees), concentrating voting power on specified matters; requires robust independent oversight .
-
RED FLAGS
- Related‑party financings: Three notes totaling up to $30M with GAT Funding (Taylor‑controlled) at 8% interest; associated warrant grants; plus facility lease with Taylor Corporation—heightened need for independent review and full Audit Committee scrutiny .
- Concentrated control: Majority ownership by Taylor can override standard governance signals; independent directors’ committee processes must demonstrate proactive management of conflicts .
-
Alignment signals
- Smith‑Gomez’s personal equity stake is modest (<1%); however, company policy restricts hedging/margin use, reducing misalignment risks; planned equity grants for non‑employee directors may improve alignment once implemented .
- No delinquent Section 16 filings disclosed for Smith‑Gomez in 2024, suggesting baseline compliance discipline .
Implication: Given majority control and ongoing related‑party transactions, Smith‑Gomez’s effectiveness hinges on active Audit and Nominating & Governance committee oversight (related‑party reviews, board evaluations, director compensation framing) and transparent disclosure—key to sustaining investor confidence despite structural control risks .