Jess Jankowski
About Jess Jankowski
Jess A. Jankowski (age 60) has served as a director since 2009 and led Solésence as President/CEO (and at times principal financial officer) through the 2025 transition; effective September 3, 2025 he became Board Advisor ahead of his planned retirement from the company and its Board on November 21, 2025 . He holds a B.S. from Northern Illinois University and an M.B.A. from Loyola University, with deep finance and operating experience at Solésence and earlier roles in construction contracting and at Kemper Financial Services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Solésence, Inc. | President & Chief Executive Officer; Director; also served as principal financial and accounting officer in specified periods | Director since 2009; CEO since 2009; principal financial officer Nov 2017–Mar 2018 and Apr 2019–current (as of proxy date) | Led long-term transformation of business; extensive industry relationships |
| Solésence, Inc. | Board Advisor (transition role) | Sep 3, 2025 – on/around Nov 21, 2025 | Transition employment ahead of retirement and Board resignation |
| Chicago-area contractors | Controller (two firms) | Prior to 1995 | Business development responsibilities |
| Kemper Financial Services | Early career | Prior to controller roles | Finance experience |
External Roles
| Organization | Role | Tenure | Type/Notes |
|---|---|---|---|
| Northern Illinois Technology Foundation | Director | 2009–2018 | Economic development/tech transfer affiliated with Northern Illinois University |
| State of Illinois – Invest Illinois Venture Fund | Due Diligence Team | 2011–2015 | State venture fund diligence role |
| TechAmerica Midwest | Board member | 2008–2012 | Industry association |
| Romeoville Economic Development Commission | Commissioner | 2004–2010 | Municipal economic development |
| NITECH (formerly WESTEC) | Advisory Board | 2003–2008 | Technology commercialization center |
| Nanobusiness Commercialization Association | Advisory Board | Since 2009 | Industry advocacy |
Board Governance
- Independence: The Board determined only Laura M. Beres and Mark E. Miller are “independent” under SEC/Nasdaq rules; Mr. Jankowski is not independent as a current executive. The company qualifies as a “controlled company” due to Bradford T. Whitmore’s ownership and uses related Nasdaq exemptions .
- Committees: Audit & Finance (Beres—Chair; Miller), Compensation (Whitmore—Chair; Beres; Miller), Nominating & Corporate Governance (Whitmore—Chair; Beres; Miller). Mr. Jankowski is not listed as a member of these committees .
- Attendance: The Board met 16 times in 2024; all directors attended all Board and committee meetings except one committee meeting where Ms. Beres was absent .
- Leadership structure: Chair is R. Janet Whitmore (not independent); Corporate Governance Principles provide for a lead independent director if the Chair is not an Outside Director (policy noted; not expressly implemented in the proxy) .
- Hedging/pledging: Policy prohibits short-term trading, margin purchases/pledging, short sales, options, and hedging transactions; approved 10b5-1 plans permitted .
Fixed Compensation
| Component | Terms/Amounts |
|---|---|
| Base Salary (CEO) | $357,072 for 2024 (paid in 2024) |
| Transition Agreement Base Salary (Board Advisor) | Annualized base salary of $366,912 during Sep 3, 2025 – on/around Nov 21, 2025 |
| Employment Agreement (2009, CEO) – Floor Salary | Not less than $275,000 (no term; still referenced in proxy) |
| Severance – Without Cause (2009 CEO Agreement) | 52 weeks of base salary plus full vesting of stock options granted prior to termination (subject to separation agreement) |
| Change in Control Protection (2009 CEO Agreement) | If a qualifying “Trigger” within two years post-CIC (termination without cause, material reduction, or company ceases to be publicly held): 104 weeks of base salary; full option vesting |
| Transition Agreement Severance (2025) | If employment ends at Term expiry or is terminated without cause: 52 weeks of base salary, 12 months COBRA reimbursement, full vesting and extended exercise of unvested options (subject to separation agreement) |
Performance Compensation
| Item | Detail |
|---|---|
| Annual Bonus (2024) | $141,569; bonuses paid July 2025 based on partial achievement of 2024 company-level milestones (revenue, revenue growth, specific growth sources, BD achievements, cash flow targets, and small discretionary component); no 2023 bonus paid as milestones not met |
| Option Awards (Grant-Date Fair Value) | $39,738 for 2024 (CEO); $5,521 for 2023 |
| Pay vs Performance (context) | “Value of Initial Fixed $100 Investment” at year-end: $55 in 2024; $14 in 2023; $26 in 2022; Net income improved to $4,235k in 2024 from losses in prior years |
| Performance Metrics (bonus framework) | Company-level objectives: total revenue, revenue growth (incl. targeted sources), business development achievements, cash flows; varying achievement levels aggregate to bonus factor |
Other Directorships & Interlocks
- No additional public company directorships are disclosed for Mr. Jankowski in the proxy; external roles are primarily advisory/economic development bodies (see External Roles) .
Expertise & Qualifications
- Finance and operating executive with long-tenured company experience; strong industry relationships; B.S. Northern Illinois University; M.B.A. Loyola University .
- Governance experience across industry associations and state/academic economic development bodies (see External Roles) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notable Breakdown |
|---|---|---|---|
| Jess A. Jankowski | 698,150 | 1.0% | Includes 488,700 shares issuable upon exercise of options exercisable within 60 days; includes 1,000 shares held by spouse |
Outstanding Option Grants (as of Dec 31, 2024)
| Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 69,000 | — | 0.42 | 02/23/26 |
| 81,000 | — | 0.68 | 02/21/27 |
| 90,000 | — | 0.82 | 05/23/28 |
| 16,500 | — | 0.51 | 05/22/29 |
| 90,000 | — | 0.45 | 06/18/27 |
| 90,000 | — | 4.17 | 12/28/28 |
| 48,000 | 24,000 | 1.17 (vests 1/3 each 12/20/23–25) | 12/20/29 |
| 4,200 | 8,400 | 0.61 (vests 1/3 each 12/27/24–26) | 12/27/30 |
| — | 22,500 | 2.44 (vests 1/3 each 12/31/25–27) | 12/31/31 |
Governance Assessment
-
Strengths
- Strong attendance: Board met 16 times in 2024; all directors attended all Board/committee meetings except one committee absence (Ms. Beres) .
- Robust audit oversight: Audit & Finance Committee chaired by an independent director; Ms. Beres designated “audit committee financial expert” .
- Anti-hedging/pledging policy enhances alignment (no margin, no pledging, no hedging) .
- Structured transition: Transition Agreement sets clear timeline (Board Advisor role to Nov 21, 2025), severance, and non-compete/non-solicit covenants; provides continuity and mitigates transition risk .
-
Concerns and potential conflicts
- Controlled company risk: 71% beneficial ownership by Bradford T. Whitmore; Chair R. Janet Whitmore is his sister; as a controlled company, Solésence is exempt from certain Nasdaq independence requirements .
- Committee independence exception: Ms. Whitmore (non-independent) chairs Compensation and Nominating & Corporate Governance under a limited Nasdaq exception—less independent oversight of pay and nominations .
- Related-party financing: Company has loan agreements and credit extensions with affiliates of the controlling shareholder (Strandler, LLC and Beachcorp, LLC); maturities extended to April 30, 2027 .
- Section 16 filing timeliness: Company reports late Form 4 filings for annual option grants dated Dec 31, 2024, filed Jan 13, 2025 (including for Mr. Jankowski) .
-
RED FLAGS
- Concentrated control with family ties to Board Chair (potential influence over governance and compensation) .
- Related-party debt arrangements with controlling shareholder affiliates (counterparty risk, pricing/terms scrutiny) .
- Non-independent Chair leading Compensation and Nominating committees via exception (oversight quality risk) .
Board Governance (Status of Mr. Jankowski)
- Independence status: Not independent (executive director) .
- Committee memberships: Not listed on Audit & Finance, Compensation, or Nominating & Corporate Governance committees .
- Years of service on this Board: Since 2009 .
- Attendance: 100% Board attendance implied by company disclosure (only one committee absence by another director) .
- Transition/Departure: Serves as Board Advisor during transition and is expected to retire from the company and its Board on Nov 21, 2025 .
Director/Executive Compensation Detail (Mr. Jankowski)
| Year | Salary ($) | Bonus ($) | Option Awards ($, grant-date fair value) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 357,072 | 141,569 | 39,738 | 26,969 | 565,348 |
| 2023 | 341,409 | — | 5,521 | 27,919 | 374,849 |
Bonus framework: Company-level targets in revenue, revenue growth (incl. targeted sources), business development achievements, cash flows, and a small discretionary component; 2024 targets partially achieved (bonuses paid July 2025); 2023 targets not met (no bonuses) .
Related-Party and Control Considerations
- Controlled Company: Qualifies under Nasdaq rules due to ownership by Bradford T. Whitmore; exemptions from majority independent board and independent comp/nomination oversight .
- Family relationship: Chair R. Janet Whitmore is the sister of controlling shareholder Bradford T. Whitmore .
- Financing with affiliates: Debt facilities and promissory note transactions with Strandler, LLC and Beachcorp, LLC (Whitmore affiliates); multiple maturity extensions through April 30, 2027 .
- Oversight of related-party transactions: Audit & Finance Committee reviews/approves all related person transactions .
Employment Agreements and Protections (Mr. Jankowski)
- 2009 CEO Employment Agreement: 52 weeks’ salary severance if terminated without cause; upon change in control with qualifying “Trigger” (e.g., termination without cause, material reduction of responsibilities/compensation, or company ceasing to be publicly held within two years), 104 weeks’ salary; full vesting of options; at-will term (no fixed term) .
- 2025 Transition Employment Agreement: Sep 3–on/around Nov 21, 2025; base salary $366,912 annualized; severance of 52 weeks’ salary plus 12 months COBRA reimbursement and full vesting/extended exercise of options upon Term expiry or termination without cause (with separation agreement); optional post-termination Consulting Agreement up to 80 hours at $177/hour; 12-month non-compete/non-solicit post-Term/Consulting Term .
Equity Plans and Change-in-Control Treatment
- Equity Plan CIC: 2019 Plan provides for full acceleration of vesting for stock options and lapse of restrictions on restricted shares upon change in control; performance shares get settlement based on target and elapsed portion of performance period .
- 2025 Equity Compensation Plan: Proposed to replace 2019 Plan; 3,000,000 shares available; automatic acceleration of options on Reorganization or Change of Control; director annual grant limits specified .
Governance Signals (2025 Transition)
- Leadership transition: Kevin Cureton appointed CEO/President; Laura Riffner appointed CFO; Mr. Jankowski to serve as Board Advisor until retirement/Board resignation on Nov 21, 2025 (announced Sept 3, 2025) .
Notes on Compliance and Disclosures
- Section 16(a): Company cited late filings for the Dec 31, 2024 annual stock option grants (including for Mr. Jankowski), filed Jan 13, 2025 .
- Auditor independence and fees: RSM US LLP auditor since 2001; 2024 audit fees ~$270k, audit-related ~$26k; no tax or other fees; pre-approval policy in place .