Janet Whitmore
About Janet Whitmore
R. Janet Whitmore, age 70, is Chair of the Board at Solésence, Inc. and has served as a director since November 2003; she holds a B.S. in Chemical Engineering from Purdue University and an MBA from Lewis University . Background includes senior finance and engineering roles at Mobil Corporation (Chief Financial Analyst; Controller, Global Petrochemicals) and board service at Silverleaf Resorts (Compensation Chair; Audit member) and Epoch Biosciences . She beneficially owns approximately 2,082,009 shares (3.0% of outstanding), is the sister of controlling shareholder Bradford T. Whitmore (~71% beneficial ownership via affiliates), and the Company has loan agreements with entities managed by him—implications for independence and related-party oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mobil Corporation | Various engineering and finance roles; Chief Financial Analyst; Controller, Global Petrochemicals | 1976–1999 | Global finance and operations leadership; petrochemicals oversight |
| Silverleaf Resorts, Inc. | Director; Chair, Compensation Committee; Audit Committee member | Not disclosed | Led compensation oversight; audit participation |
| Epoch Biosciences | Director | Not disclosed | Board oversight at genomics supplier |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Benton Consulting, LLC | Founder | Not disclosed | Business development and processes consultancy |
Board Governance
- Board classification: three classes; Class I nominees included Ms. Whitmore and Ms. Beres for 3-year terms expiring at 2028 .
- Leadership structure: Chair (Whitmore) and CEO roles separated; Board evaluates structure periodically .
- Independence: Board determined Beres and Miller are “independent”; Company qualifies as a “controlled company” under Nasdaq rules; Whitmore is not identified as independent and the Company relies on a limited exception to allow her to chair Compensation and Nominating & Governance Committees due to experience .
- Attendance: Board held 16 meetings in 2024; all directors attended all Board and committee meetings except one committee meeting where Ms. Beres was absent (implying Whitmore’s attendance was 100%) .
| Committee | Whitmore Role | Membership | Notes |
|---|---|---|---|
| Compensation Committee | Chair | Whitmore; Beres; Miller | Administers equity plans; sets exec & director compensation; does not use external consultants |
| Nominating & Corporate Governance | Chair | Whitmore; Beres; Miller | Board nominations; governance principles |
| Audit & Finance | Member? (Not listed) | Beres (Chair); Miller | Retains auditors; reviews internal controls; approves related-party transactions; Beres is audit committee financial expert |
| Shareholder Vote – 2025 Annual Meeting | Votes For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Election – R. Janet Whitmore | 55,548,531 | 1,019,946 | 4,637,430 |
Fixed Compensation
| Year | Cash Retainer (Chair) | Notes |
|---|---|---|
| 2024 | $24,000 | Paid quarterly; Chair higher than other outside directors |
Performance Compensation
| Grant Year | Instrument | Grant Shares | Grant Date Fair Value (FASB ASC 718) | Vesting | Outstanding Options (Total) |
|---|---|---|---|---|---|
| 2024 | Non-qualified stock options | 12,000 (Chair) | $29,316 | Outside Director initial grants typically vest over three years; 2024 annual grants made in Q4 | 59,934 (vested + unvested) |
| Performance Metrics Tied to Director Compensation | Detail |
|---|---|
| None disclosed for directors | Company emphasizes options as alignment mechanism; no director-specific performance metrics disclosed |
Additional plan features:
- 2025 Equity Compensation Plan approved, authorizing up to 3,000,000 shares; options accelerate on Change of Control/Reorganization .
- Company policy not to time grants around MNPI; annual grants typically in late Q4; options priced at or above market on grant date .
Other Directorships & Interlocks
| Category | Company | Role | Notes |
|---|---|---|---|
| Prior public board | Silverleaf Resorts, Inc. | Director; Chair Compensation; Audit member | Governance and audit oversight experience |
| Prior public board | Epoch Biosciences | Director | Genomics supplier board experience |
| Interlock/Related | Affiliation with Bradford T. Whitmore (sibling) | N/A | Mr. Whitmore beneficially owns ~70.7% via affiliates; Company has loan agreements with Beachcorp, LLC and Strandler, LLC managed by him |
Expertise & Qualifications
- Finance and engineering background with global operating experience; prior Controller of Mobil’s Global Petrochemicals Division .
- Prior compensation chair and audit committee experience; governance competency in compensation and audit oversight .
- Education: B.S. Chemical Engineering (Purdue), MBA (Lewis University) .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Options Exercisable ≤60 days | Outstanding Options (Total) | Shares Outstanding Reference |
|---|---|---|---|---|---|
| R. Janet Whitmore | 2,082,009 | 3.0% | 32,867 | 59,934 | 70,481,945 shares outstanding as of June 30, 2025 |
Policy indicators:
- Hedging/pledging prohibited for directors, officers, employees; no pledging allowed under policy .
- Section 16 compliance: two late filings by Ms. Whitmore due to Company administrative errors; annual grant filed late for all directors/executives due to oversight (January 13, 2025) .
Governance Assessment
- Independence and committee leadership: Whitmore is not identified as independent, yet chairs Compensation and Nominating & Governance; Company relies on Nasdaq limited exception due to controlled company status—this is a governance risk for pay and nominations oversight and may affect investor confidence .
- Related-party exposure: Familial relationship to controlling shareholder (~70.7% ownership) and Company loan agreements with his affiliates (Beachcorp, Strandler); Audit & Finance Committee reviews related-party transactions, but concentration risk remains a RED FLAG for potential conflicts .
- Attendance and engagement: Strong attendance; Board met 16 times in 2024; Whitmore attended all Board and committee meetings (positive signal) .
- Director pay alignment: Modest cash retainer ($24,000) and equity via options ($29,316); outstanding options (59,934) suggest equity-linked alignment, but absence of director performance metrics and lack of external compensation consultants is a governance concern in a controlled context .
- Shareholder support: High support for Whitmore’s election (55.55M for; 1.02M withheld), and approval of 2025 Equity Plan (56.30M for), suggesting current investor acceptance despite control dynamics .
- Compliance: Section 16 late filings noted (administrative errors) represent a procedural RED FLAG, though mitigated by disclosure .
RED FLAGS
- Not independent; chairs key committees under controlled company exception .
- Familial ties to controlling shareholder and Company debt arrangements with his affiliates .
- No external comp consultant; management provides recommendations; heightened risk of pay-setting bias .
- Section 16 late filings for Whitmore and annual grants (oversight) .
Positive Signals
- Strong attendance record .
- Separation of Chair and CEO roles .
- Hedging/pledging prohibitions indicating alignment policy .
- Shareholder support for election and equity plan .
Note: All information reflects disclosures in the 2025 DEF 14A and related 8-K filings.