Jan Stern Reed
STEPANAbout Jan Stern Reed
Independent director of Stepan Company since 2015; age 65 with a current term expiring in 2027. Former Senior Vice President, General Counsel and Corporate Secretary at Walgreens Boots Alliance (Feb 2015–Feb 2016) and Senior Vice President, General Counsel and Secretary of Walgreen Co. (Oct 2014–Feb 2015). Prior executive experience includes Executive Vice President – Human Resources, General Counsel and Corporate Secretary at Solo Cup Company. Reed is currently a director at AngioDynamics, Inc. (NASDAQ: ANGO) and Avita Medical, Inc. (NASDAQ: RCEL). The Board classifies her as independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walgreens Boots Alliance, Inc. | SVP, General Counsel & Corporate Secretary | Feb 2015–Feb 2016 | Senior legal, governance and compliance leadership |
| Walgreen Co. | SVP, General Counsel & Secretary | Oct 2014–Feb 2015 | Senior legal and corporate secretary responsibilities |
| Solo Cup Company | EVP – HR; General Counsel & Corporate Secretary | Not disclosed | Executive leadership across legal, governance, risk, HR |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AngioDynamics, Inc. (NASDAQ: ANGO) | Director | Not disclosed | Current public company directorship |
| Avita Medical, Inc. (NASDAQ: RCEL) | Director | Not disclosed | Current public company directorship |
Board Governance
- Independence: Determined independent by the Board; all members of Audit, Compliance, Human Capital & Compensation (HCCC), and Nominating & Corporate Governance (NCG) Committees are independent.
- Committee assignments: Audit (member), Compliance (member), HCCC (Chair), NCG (member). Audit held 5 meetings in 2024; Compliance 5; HCCC 9; NCG 5.
- Attendance: Board held 6 meetings in 2024; all directors attended >75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Board leadership: Separate Chair/CEO roles; Lead Independent Director transitioned from Edward J. Wehmer (retiring at 2025 meeting) to Randall S. Dearth. Six executive sessions of independent directors were held in 2024.
- Say-on-Pay: 96% approval at 2024 annual meeting, viewed by the HCCC as support for compensation programs.
Fixed Compensation (Director)
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual director retainer (cash) | $100,000 | Standard Non-Employee Director cash retainer |
| Committee chair fee (HCCC Chair) | $20,000 | Chair fee schedule |
| Annual stock award (shares) | 1,396 | Granted May 2024; vested on grant |
| Annual stock award (grant-date value) | $124,984 | $89.53 per share average of open/close on grant day |
| 2024 fees earned (cash) – Reed | $120,000 | As reported for Jan S. Reed |
| 2024 stock awards – Reed | $124,984 | As reported for Jan S. Reed |
| 2024 total – Reed | $244,984 | As reported for Jan S. Reed |
Notes:
- Directors can defer compensation via the Directors Deferred Compensation Plan; stock options were not granted to directors in 2024.
- Director stock ownership policy requires holdings equal to 5x the annual director retainer; all Non-Employee Directors are in compliance or on track per tenure.
Performance Compensation (Oversight by HCCC)
The HCCC, chaired by Reed, oversees executive incentive design and outcomes.
2024 Corporate financial performance objectives and results:
| Metric | Threshold | Target | Maximum | 2024 Result | Incentive Earned |
|---|---|---|---|---|---|
| Corporate Net Income | $56.0m | $70.2m | $98.0m | $50.5m | 0% |
| Corporate EBITDA | $198.0m | $248.0m | — | $187.0m | 0% |
| Corporate Growth Goal (profit) | $704.0m | $750.0m | — | $692.3m | 0% |
Long-term performance shares (LTI) design and outcomes:
- 2024 grants: Net Income performance below threshold caused full forfeiture of 2024 performance share awards.
- 2022 grant (3-year performance ending 2024): Earned at 89.8% of target based on 2022 Net Income and 2022–2024 average ROIC modifier.
- HCCC used limited discretion to provide uniform, modest annual incentive payouts to certain current executives despite corporate metrics missing thresholds, citing one-time events and retention needs; CEO Rojo opted out to increase the pool for others.
Compensation consultant: Exequity served as independent advisor to the HCCC in 2024; the Committee determined no conflict of interest.
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| AngioDynamics, Inc. | Director | No compensation committee interlocks disclosed for 2024. |
| Avita Medical, Inc. | Director | No compensation committee interlocks disclosed for 2024. |
Compensation Committee Interlocks and Insider Participation: None of the HCCC members were officers/employees of the Company; no interlocks or insider participation reported.
Expertise & Qualifications
- Legal, governance and risk oversight expertise from prior GC/Corporate Secretary roles at Walgreens Boots Alliance, Walgreen Co., and Solo Cup.
- Committee leadership experience (HCCC Chair) and service on Audit, Compliance, and NCG committees.
- Board determined financially literate and independent; Audit Committee overall includes multiple financial experts.
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| Jan Stern Reed | 11,411 | <1% | As of Mar 3, 2025 (22,554,929 shares outstanding) |
| Director stock ownership policy | 5× annual retainer | — | Directors required to hold ≥5× retainer; compliance reviewed annually; all Non-Employee Directors in compliance or on required progress schedule. |
Additional alignment and trading policies:
- Non-Employee Director annual stock award of 1,396 shares in 2024; vested on grant (deferral available).
- Insider Trading Policy prohibits hedging and short-selling; applies to directors and requires pre-clearance and trading-window compliance.
Related Party and Conflicts Check
- Related party transactions are reviewed under a written policy overseen by the Audit Committee; directors do not vote on transactions in which they are related parties.
- The only related person transaction disclosed for 2024 involved employment compensation of Richard Stepan (brother of the Chairman), approved under the policy; no related transactions disclosed for Reed.
- Independence re-validated annually via questionnaires and legal counsel review.
Governance Assessment
Strengths and positive signals:
- Broad governance, legal and compensation oversight expertise; serves as HCCC Chair and member of all standing committees (indicates high engagement and trust).
- Strong shareholder support (96% Say-on-Pay), presence of clawback policy, and robust director and executive stock ownership policies; hedging/short-selling prohibited.
- Performance rigor evidenced by zero payout on corporate financial objectives in 2024 and forfeiture of 2024 performance shares; transparent disclosure of LTI outcomes.
Watch items:
- HCCC exercised discretion to grant uniform bonuses to certain executives despite missing threshold goals, citing one-time events and retention; CEO declined his discretionary award. While rationale is provided, discretionary use in a below-threshold year is a governance point to monitor in future cycles.
- Ongoing Stepan family involvement (related person employment) is approved under policy; not attributable to Reed, but related-party oversight remains an Audit Committee focus area.
Overall, Reed’s committee leadership, independence, and high engagement support board effectiveness; compensation governance shows generally strong pay-performance alignment with transparent use of discretion and shareholder backing.