Jill S. Wyant
Director at DOW
Board
About Jill S. Wyant
Independent director of Dow Inc. since 2020; age 53. President & CEO of Madison Air (since 2021) with 25+ years leading Fortune 500 businesses in industrial and healthcare sectors, including senior roles at Ecolab and General Electric. Her board qualifications emphasize strategy and operations, manufacturing excellence, global expansion, digital transformation, risk management, and sustainability expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ecolab Inc. | EVP, Innovation & Transformation | 2020–2021 | Led enterprise transformation initiatives and breakthrough innovation |
| Ecolab Inc. | EVP & President, Global Regions; Food & Beverage; Healthcare; Life Sciences | 2009–2021 (joined 2009; multiple roles) | Drove manufacturing excellence, operational efficiency, M&A, global growth; managed risk |
| General Electric | Various leadership positions | Pre-2009 | Industrial operating and strategy roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Madison Air | President & Chief Executive Officer | Since 2021 | Enterprise focused on air quality and productivity |
Board Governance
- Independence: The Board determined Jill S. Wyant is independent under NYSE, SEC, and Dow guidelines; all members of the Audit, Compensation & Leadership Development, Corporate Governance, and EHS&T Committees are independent .
- Committee assignments (2024): Compensation & Leadership Development; Environment, Health, Safety & Technology (EHS&T). Not a committee chair .
- Committee meeting cadence (2024): Compensation (5); EHS&T (4) .
- Attendance and engagement (2024): Board held 6 regular and 2 special meetings; all Directors attended more than 75% of all Board/Committee meetings, attended all six regular Board meetings, and the 2024 annual meeting; average overall attendance >99% .
- Executive sessions: Six independent-director executive sessions in 2024, led by the Independent Lead Director .
- Years of service: Director since 2020 .
- Service on other public company boards: None (current) ; Board policy caps other public boards at four (or two if an active public-company executive); no Director exceeded policy in 2024 .
Fixed Compensation
| Component | 2024 Detail | Notes |
|---|---|---|
| Annual cash retainer | $133,750 (fees earned) | Reflects quarterly payments, prorated and timing of April 2024 increase |
| Annual RSU grant | 3,336 RSUs; grant-date fair value $195,023; grant date 4/11/2024; grant price $58.46 | RSUs vest on second anniversary; settle in shares after separation; dividends paid quarterly during vesting |
| Meeting fees | None disclosed | Directors compensated via retainer and equity; “Option Awards” $0 for all non-employee Directors |
| Committee chair/lead premia | Not applicable (not a chair; not Lead Director) |
Performance Compensation
- Non-employee directors do not receive annual bonuses, PSUs, or performance-conditioned equity; compensation consists of fixed cash retainers and time-based RSUs . | Metric Category | Applies to Directors? | Evidence | |---|---|---| | Annual bonus (cash) | No | No “Non-Equity Incentive Plan Compensation” for directors | | PSUs (performance stock) | No | Director equity awards are RSUs only | | Stock options | No | “Option Awards” $0 for directors | | RSUs (time-based) | Yes | Annual RSUs vest after 2 years; settle upon separation; dividends during vest |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| None | — | No current public-company directorships disclosed |
- Board service policy: Independent Directors may serve on ≤4 public company boards; exceptions require Board determination; no Director exceeded policy in 2024 .
- Related party/commercial ties: Board reviewed routine transactions with companies where Directors/executives or immediate family have roles; amounts immaterial (each < $1,000,000 or <2% of revenues, ordinary course) . Related Person Transactions require Corporate Governance Committee approval under written policy; Directors recuse if interested .
Expertise & Qualifications
- Senior strategy and operating executive; track record in innovation, manufacturing excellence, operational efficiency, M&A, risk management; digital transformation; sustainability; global expansion .
- Brings industrial and healthcare sector experience aligned to Dow’s customer-centric, sustainability and growth priorities .
Equity Ownership
| Ownership Measure | Amount |
|---|---|
| Current shares beneficially owned | 0 |
| Rights to acquire beneficial ownership (RSUs/options through 4/8/2025; vested RSUs deferred; etc.) | 10,829 |
| Percent of outstanding shares | <1% |
| Outstanding unvested RSUs (as of 12/31/2024) | 3,336 (grant 4/11/2024; MV $133,874 at $40.13) |
| Outstanding unvested RSUs (as of 12/31/2024) | 3,339 (grant 4/13/2023; MV $133,994 at $40.13) |
| Pledging/Hedging | Hedging and pledging prohibited; none of the named persons’ shares are pledged |
| Director stock ownership guideline | ≥5x annual cash retainer; Directors have 5 years to comply |
| Compliance status | All Directors meet guidelines except Ms. DeVard (still within window) |
Governance Assessment
- Committee roles and effectiveness: Serves on Compensation & Leadership Development and EHS&T—two governance-critical committees overseeing executive pay, succession, culture, sustainability, environmental performance, and public policy; both committees comprised entirely of independent Directors .
- Independence and attendance: Independent under NYSE/SEC/Dow standards; attended all six regular Board meetings; overall Board/committee attendance >99% in 2024; present at 2024 annual meeting .
- Pay alignment and ownership: Director pay mix is median-targeted vs peer group; cash retainer plus time-based RSUs; robust ownership guideline (≥5x retainer) and anti-hedging/anti-pledging; Wyant has rights to acquire 10,829 shares and unvested RSUs from 2023/2024 grants .
- Compensation committee practices: Independent committee and consultant; clawback policy administered by the committee; design prohibits option repricing/exchanges and discourages excessive risk-taking; 2024 say-on-pay support at 92% indicates investor confidence in compensation oversight .
- Conflicts/related-party: No material related-person transactions disclosed; Board/Corporate Governance Committee apply formal approval policy and monitor director independence .
RED FLAGS: None disclosed related to attendance shortfalls, pledging/hedging, material related-party transactions, or performance-pay anomalies for non-employee directors .