John Neuman
About John Neuman
Independent director since 2024; age 59; CPA with an Accounting degree from Michigan State University. Retired in 2023 after 30 years at Dow, most recently Vice President of Global Financial Accounting overseeing >350 staff, SEC reporting across >400 legal entities, and major M&A integrations (Rohm & Haas, Dow Corning, DowDuPont). Former audit manager at Deloitte; member of MSU’s External Advisory Board for Accounting & Information Systems .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow Chemical Company | Vice President, Global Financial Accounting | 1993–2023 | Led global financial accounting, SEC filings, corporate controllers oversight; managed integration/reporting for Rohm & Haas, Dow Corning, DowDuPont transactions . |
| Deloitte & Touche LLP | Audit Manager | Pre-1993 | Public-company audit experience; foundational external reporting and controls background . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Michigan State University, Dept. of Accounting & Information Systems | External Advisory Board Member | Not disclosed | Advisory role to department programs and curriculum . |
Board Governance
- Independence: Board determined Neuman is independent under Nasdaq standards; majority of the Board and all committee members are independent .
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member; not on Compensation Committee .
- Financial expert: Board designated Neuman as “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K .
- Attendance: Board held 13 meetings in 2024; except for two departing directors, all directors met at least 75% attendance (includes Neuman’s partial-year service) .
- Board leadership & executive sessions: Independent Chair (Rick Barnett); non-management and independent directors meet in executive session regularly; Chair presides .
Fixed Compensation
| Component | 2024 Amount (USD) | Vesting / Terms |
|---|---|---|
| Cash director fees | $30,000 | Earned in 2024; the company disclosed fees were not paid during FY2024 due to cash constraints . |
| Stock awards (RSUs) | $26,080 (grant-date fair value) | RSUs vest 33.33% annually on June 30, 2025, 2026, 2027 . |
| Options | $0 | No option awards to non-employee directors in 2024 . |
| Total | $56,080 |
Additional limits/policies:
- Non-employee director annual cap: Total cash + equity awards to any non-employee director capped at $500,000 per calendar year (grant-date fair value basis) under 2022 Omnibus Plan .
- Anti-hedging: Directors prohibited from hedging Company stock .
- Clawback: Company adopted compensation recovery policy compliant with SEC/Nasdaq rules, focused on incentive-based pay after restatement; no recovery applied to 2021–2023 since no incentive pay tied to financial metrics was granted to executives in those years .
Performance Compensation
| Performance Metric | Disclosure |
|---|---|
| Director performance-linked pay (PSUs/TSR/EBITDA/etc.) | None disclosed for directors; Neuman’s 2024 RSUs vest based on time (no performance conditions) . |
| Options/PSUs Repricing or modifications | None disclosed for directors; Plan prohibits repricing of options/SARs without shareholder approval . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | ICU’s 2025 proxy does not disclose any other current public-company directorships for Neuman . |
No related-party interlocks or supplier/customer board overlaps were disclosed involving Neuman. ICU maintains a related person transaction policy and the Audit Committee reviews such transactions; disclosures since Jan 1, 2023 do not identify transactions involving Neuman .
Expertise & Qualifications
- CPA; deep technical accounting and SEC reporting expertise; designated audit committee financial expert .
- Large-scale controllership leadership (>350 team members) and complex multi-entity consolidation experience .
- M&A integration/reporting for major transactions (Rohm & Haas, Dow Corning, DowDuPont), relevant to control environment and disclosure quality .
- Prior Big Four audit management experience (Deloitte) .
Equity Ownership
| Metric | Apr 16, 2025 | Oct 27, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 40,000 | 82,667 |
| Ownership % of outstanding | <1% | <1% |
Notes:
- Section 16 reporting: Company disclosed Neuman filed a Form 4 on Feb 27, 2025 covering four transactions on Jun 16, Jun 17, Aug 15, and Dec 11, 2024 .
- Pledging/hedging: Hedging prohibited by policy; no pledging disclosures found for Neuman .
Insider Trades (Form 4 Timing)
| Transaction Date | Filing Date | Notes |
|---|---|---|
| 2024-06-16 | 2025-02-27 | Reported on single filing covering multiple transactions . |
| 2024-06-17 | 2025-02-27 | |
| 2024-08-15 | 2025-02-27 | |
| 2024-12-11 | 2025-02-27 |
Governance Assessment
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Strengths
- Independent director; Audit Chair with “financial expert” designation; strong accounting/SEC pedigree improves oversight of controls and reporting .
- Clear governance scaffolding: independent committees, executive sessions, anti-hedging, clawback adoption post-restatement .
- Ownership alignment via RSUs; director award cap limits over-compensation risk .
-
Watch items / red flags
- Section 16 timeliness: Neuman’s multi-transaction Form 4 was filed months after transactions; while disclosed, late filings can signal administrative control gaps to monitor .
- Liquidity constraints: Company disclosed unpaid 2024 director fees due to cash constraints, which can pressure board independence and retention; highlight capital structure risk context (not attributable to Neuman individually) .
- Ongoing capital actions and Nasdaq compliance efforts (reverse split/authorized shares changes) indicate financing dependence—Audit Chair should continue close oversight of going-concern disclosures and financing covenants .
-
Related-party/conflict review
- No related-party transactions disclosed involving Neuman; Audit Committee (chaired by Neuman) reviews related party matters and conflicts under policy .
-
Overall
- Neuman’s profile (CPA, Dow VP, SEC/M&A depth) is additive to board effectiveness, particularly as Audit Chair amid restatement history and financing complexity; continued focus on timeliness of insider reporting and cash compensation accruals is warranted .