Janet Godwin
About Janet E. Godwin
Janet E. Godwin, 59, has served on the MidWestOne Financial Group, Inc. (MOFG) board since 2019. She is the Chief Executive Officer of ACT Education Corp, a public benefit corporation focused on educational and career assessments. She holds a B.A. in English (University of Oklahoma), an M.A. in English (University of Iowa), and completed the Wharton Advanced Management Program. The board classifies her as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACT Education Corp | Chief Executive Officer | Not disclosed | Oversees strategy, product, sales, and operations |
| Iowa City Community School District | Past-President, Board of Education | Not disclosed | Community leadership; governance experience |
External Roles
| Organization | Role | Notes |
|---|---|---|
| ACT Education Corp (Public Benefit Corp) | CEO | Operating executive role (not a MOFG committee) |
No service on other public company boards within the past five years was disclosed for any MOFG director, including Ms. Godwin.
Board Governance
- Independence: Independent director (only the CEO Reeves and director Funk are non‑independent).
- Committee memberships (current/anticipated):
- Human Capital & Compensation Committee (HCCC) member in 2024; expected to remain a member in 2025 (Chair transitions from McCormick to Hauschildt).
- Nominating & Corporate Governance Committee (NCGC) member effective 2024 annual meeting; if nominee Andre Perry is elected in 2025, he will replace Ms. Godwin on NCGC.
- Board/committee attendance: All directors attended at least 75% of aggregate board and committee meetings in 2024; the board held seven meetings.
- Executive sessions: Independent directors met in executive session three times in 2024.
- Board leadership: Independent Chair model to continue (anticipated transition to Tracy S. McCormick as Chair post‑2025 annual meeting; no separate Lead Independent Director thereafter).
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees earned (Godwin) | $39,200 | Includes annual retainer and meeting fees |
| Equity grant (RSUs) | $28,764 | Granted May 15, 2024; one‑year vest; rounded to nearest share |
| All other compensation | $3,300 | Includes bank board service fees, if any |
| Total 2024 Director Compensation | $71,264 | Sum of above |
Program structure and levels:
- 2024 standard non‑employee annual cash retainer: $37,500; equity RSUs: $28,750 (rounded up). Committee chair retainers: Audit $13,400; HCCC $8,000; NCGC $5,500; $600 per committee meeting (Chairs do not receive meeting fees).
- 2025 changes: Equity RSU grant increased to $32,500; HCCC Chair retainer to $8,500; NCGC Chair retainer to $6,000; effective April 1, 2025.
Performance Compensation (Director)
- Directors receive time‑based RSUs (no performance‑conditioned equity, no options). 2024 RSUs vest in one year; Ms. Godwin had 1,328 director RSUs outstanding at 12/31/2024. No performance metrics apply to director equity.
- Company prohibits hedging by directors; maintains stock ownership guidelines and a clawback policy (clawback applies to incentive compensation; anti‑hedging applies to directors).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed within past five years (applies to all MOFG directors) |
| Compensation committee interlocks | None disclosed; no MOFG executive served on another issuer’s comp committee where an MOFG director served as an executive |
Expertise & Qualifications
- Operating CEO with strategic, product, and organizational leadership at ACT; strong community ties in Iowa City. Considered qualified for HCCC service.
- Educational credentials include Wharton Advanced Management Program; governance experience from local school board leadership.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 8,180 shares (<1% of outstanding) |
| Unvested director RSUs outstanding (12/31/2024) | 1,328 units |
| Shares outstanding (reference) | 20,815,715 (as of 3/3/2025) |
| Ownership guidelines | 5x annual cash retainer for non‑employee directors; all directors in compliance as of 12/31/2024 |
| Hedging/Pledging | Hedging prohibited; no pledging disclosed for Ms. Godwin (only Mr. Greeff disclosed a margin account) |
Governance Assessment
- Positives
- Independent director with relevant human capital/organizational leadership; active HCCC member.
- Strong alignment mechanisms: annual director RSUs and stock ownership guidelines; all directors in compliance; anti‑hedging policy.
- Board engagement appears adequate (≥75% attendance; executive sessions held).
- No other public company board commitments that could dilute focus or create interlocks.
- Watch items / potential risks
- Committee rotation: anticipated removal from NCGC upon election of new director alters Ms. Godwin’s governance committee exposure (neutral-to-minor impact on influence over nominations/governance).
- No specific director‑level performance elements in pay (equity time‑based only); standard for peers but reduces direct performance linkage at the director level.
- Conflicts/Related‑party review
- Company discloses related‑party review by Audit Committee; no related‑party transactions involving Ms. Godwin were disclosed.
Signals for Investor Confidence
- Shareholder support: 2024 Say‑on‑Pay approval at 95.1% indicates constructive investor sentiment toward compensation governance.
- Risk management: Independent committees; regular executive sessions; consideration of establishing a separate Risk Committee (under review).
- Audit oversight: Fully independent audit committee with designated financial expert (not Ms. Godwin).
Overall, Ms. Godwin presents as an engaged, independent director with human capital and community expertise, aligned through equity ownership and guidelines, without disclosed conflicts or interlocks that would impair independence.