Jacqueline C. Hinman
DOWAbout Jacqueline C. Hinman
Independent director since 2018; age 63 as of April 10, 2025. Hinman chairs Dow’s Environment, Health, Safety & Technology (EHS&T) Committee and serves on the Compensation and Corporate Governance Committees, bringing global engineering, sustainability, risk management, and operating experience. She is currently CEO and a director of Atlas Technical Consultants (private) and previously was Chairman, President, and CEO of CH2M HILL, leading its turnaround and merger with Jacobs in 2017 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CH2M HILL Companies | Chairman, President & CEO | 2014–2017 | Led turnaround culminating in successful merger with Jacobs in 2017 |
| CH2M HILL Companies | Director | 2008–2017 | Board oversight during transformation |
| DowDuPont Inc. | Materials Advisory Committee Member | Jul 2018–Apr 2019 | Transitional oversight for Materials Science separation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Atlas Technical Consultants (private) | Chief Executive Officer and director | Since Jan 2024 | Infrastructure/environmental solutions provider |
| International Paper, Inc. | Director | Since 2017 | Current public company directorship |
| AECOM | Director | 2019–Mar 2022 | Prior public company directorship |
Board Governance
- Committee assignments: Chair, EHS&T; Member, Compensation and Corporate Governance .
- Independence: Board determined Hinman is independent under NYSE and Dow guidelines; 12 of 13 nominees independent .
- Attendance: In 2024, Board held 6 regular, 2 special, and 23 committee meetings; all Directors attended more than 75% of Board and Committee meetings on which they served, attended all six regular Board meetings, and the annual meeting; average overall attendance >99% .
- Executive sessions: Six independent director executive sessions in 2024, led by the Independent Lead Director .
- Board leadership: Independent Lead Director is Richard K. Davis; robust committee structure of independent directors .
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Environment, Health, Safety & Technology | Chair | 4 | ESG, sustainability, climate, EHS risk/compliance, corporate citizenship, science/tech capabilities, political contributions |
| Compensation & Leadership Development | Member | 5 | Executive pay design, plan metrics/payouts, succession, culture, clawback policy administration |
| Corporate Governance | Member | 5 | Governance framework, board refresh, independence, related-person transactions, ESG reporting framework |
Fixed Compensation
| Component | Annual Rate (as of 12/31/2024) | Notes |
|---|---|---|
| Board Retainer (cash) | $135,000 | Increased by $5,000 in Apr 2024 versus prior year |
| EHS&T Committee Chair Retainer (cash) | $20,000 | “All Other Committee Chairs” category |
| Lead Director Retainer (cash) | $40,000 | For Independent Lead Director (not applicable to Hinman) |
| Annual Director RSU grant (fair value) | $195,000 | Increased by $5,000 in Apr 2024; RSUs vest after 2 years |
2024 actual compensation (paid in quarterly installments):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jacqueline C. Hinman | $153,750 | $195,023 | $348,773 |
Notes:
- 2024 RSUs granted April 11, 2024, at grant price $58.46 per share; 3,336 RSUs awarded to each non-employee director; vest on second anniversary and settle in shares following separation; dividend equivalents paid quarterly during vesting .
Performance Compensation
Director equity is time-based RSUs; no performance metrics disclosed for director awards.
| Grant Date | Units | Grant-Date Fair Value ($) | Vesting | Dividend Equivalents |
|---|---|---|---|---|
| 04/11/2024 | 3,336 | $195,023 | 2-year cliff; settles post-separation | Quarterly payments equal to common dividends during vest |
| 04/13/2023 | 3,339 | Market value at 12/31/2024: $133,994 | 2-year cliff | As above |
Other Directorships & Interlocks
- Current public board: International Paper, Inc. (since 2017) .
- Board service limits: Dow policy limits independent directors to no more than four public company boards (including Dow); if an active public company executive, no more than two (including Dow). 2024 review found no director exceeded policy mandates .
- Related-party transactions: The Board reviewed transactions with companies where directors/officers or their immediate family members are employees/officers/directors; amounts not considered material (each <$1,000,000 or <2% of purchaser/seller revenues) and in the ordinary course; similar transactions may occur from time to time . Any “Related Person Transaction” requires Corporate Governance Committee approval per formal policy .
Expertise & Qualifications
- Senior leadership/turnaround CEO experience in global engineering services (CH2M) .
- Environmental and sustainability expertise; EHS&T committee chair overseeing climate, circularity, ESG matters .
- International operations, strategic planning, risk management, finance/accounting, supply chain, IT, marketing/brand management .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Current Shares Beneficially Owned | 3,723 | As of Feb 7, 2025 |
| Rights to Acquire (incl. vested RSUs to settle post-separation, options/RSUs/PSUs vesting through Apr 8, 2025) | 14,209 | As of Feb 7, 2025 |
| Total Beneficial Ownership | 17,932 | Less than 1% of shares outstanding |
| Unvested RSUs outstanding (04/11/2024 grant) | 3,336 | Market value $133,874 at $40.13 close on 12/31/2024 |
| Unvested RSUs outstanding (04/13/2023 grant) | 3,339 | Market value $133,994 at $40.13 close on 12/31/2024 |
| Ownership guideline | 5x annual cash retainer | All directors met guideline except Ms. DeVard; Hinman compliant |
| Hedging/pledging | Prohibited | Anti-hedging/anti-pledging policies; governance best practices |
| Pledged shares | None | Beneficial ownership footnote notes none of the shares are pledged |
Governance Assessment
- Strengths: Independent status; chair of EHS&T with direct oversight of ESG, climate, and safety risk; strong attendance and engagement; equity-based pay aligns with shareholder interests; stock ownership guideline compliance; anti-hedging/pledging; robust related-person policy oversight via Corporate Governance Committee .
- Compensation mix: Cash retainer plus RSUs with 2-year vesting and deferred settlement, reinforcing long-term alignment; 2024 increases modest (+$5,000 cash and +$5,000 equity peer-aligned) .
- Potential conflicts: Hinman’s external roles (International Paper director; CEO of Atlas Technical Consultants) create potential information-flow interlocks; however, Dow’s 2024 review found such transactions immaterial and ordinary course, with formal related-person approval processes in place .
- Shareholder context: Strong 2024 Say-on-Pay support (92%), and ongoing board-led investor engagement including quantifiable ESG metrics in incentive programs—signals disciplined governance and responsiveness, supporting investor confidence .