Janet P. Giesselman
About Janet P. Giesselman
Independent director since June 2015, age 71; retired President of Dow Oil & Gas (The Dow Chemical Company) with extensive international experience across oil & gas and agriculture. Skills highlighted by the company include strategic planning, financial oversight, sales and marketing, M&A and global regulatory expertise; designated an audit committee financial expert. Education not disclosed in the proxy. Tenure on the TWIN board: continuously since June 2015, current term expiring in 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow Oil & Gas (The Dow Chemical Company) | Retired President | Not disclosed | Senior executive experience; global regulatory, M&A expertise |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Ag Growth International | Director | Current | Not disclosed |
| Corteva Agriscience | Director | Current | Not disclosed |
| Avicanna, Inc. | Director | Former | Not disclosed |
| GCP | Director | Former | Not disclosed |
| Omnova Solutions | Director | Former | Not disclosed |
Board Governance
- Committee assignments: Chair, Compensation & Human Capital Committee; Member, Audit Committee; not listed as member of Nominating & Governance Committee .
- Audit Committee: All members independent; each member (including Ms. Giesselman) designated an “audit committee financial expert”; audit charter most recently reviewed August 6, 2025; committee met 5 times in FY2025 .
- Compensation & Human Capital Committee: Composed exclusively of independent directors; charter most recently reviewed January 29, 2025; engages independent consultant Pay Governance, LLC to benchmark executive pay .
- Attendance: Board met 9 times in FY2025; all directors attended at least 75% of Board and committee meetings in aggregate. In FY2023, one director—Ms. Giesselman—did not meet the 75% threshold, a historical attendance red flag now remediated by FY2025 .
- Annual meeting engagement: All directors attended last year’s annual meeting; Ms. Giesselman named as a proxy for the October 30, 2025 annual meeting, signaling board trust .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $77,500 | $77,500 | $79,375 |
| Value of Stock Awards ($) | $72,503 | $72,500 | $80,000 |
| Total ($) | $150,003 | $150,000 | $159,375 |
- Director Compensation Plan: Outside directors are paid an annual retainer in cash and restricted shares; cash paid quarterly and stock awarded annually (at the October shareholder meeting) with time-based vesting at the subsequent annual meeting. Directors may elect to receive all or part of the quarterly cash retainer in restricted shares; committee chair fees are paid annually (Audit Chair $20,000; Compensation Chair $15,000; Governance Chair $10,000; Board Chairman’s fee $54,000). Director stock ownership guideline: 3x the value of the annual retainer (excluding chair fees), with a 5-year compliance window .
- Hedging/Pledging Policies: Directors are prohibited from hedging or pledging company stock and from short sales or derivative trading in company securities, supporting alignment with shareholder interests .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based pay for directors | None disclosed; director compensation consists of retainer cash and time-vested restricted shares without financial or TSR performance conditions |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Disclosure |
|---|---|---|
| Ag Growth International; Corteva Agriscience; Avicanna; GCP; Omnova Solutions | Agriculture, chemicals/materials, biopharma | No related-party transactions requiring disclosure for directors/executives in FY2025; general related-party screening conducted annually . |
Expertise & Qualifications
- Audit committee financial expert; deep experience in strategic planning, financial oversight, sales/marketing, M&A, global regulatory, and international markets .
- Executive leadership credentials from Dow Oil & Gas; breadth across oil & gas and agricultural sectors .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (as of Aug 15, 2025) | 57,233 shares; less than 1% of shares outstanding |
| Unvested restricted shares included above | 6,747 shares (as of FY2025 year-end) |
| Director restricted stock holdings (FY2024 year-end) | 5,397 shares (each non-employee director other than chair exceptions) |
| Ownership guideline | 3x annual retainer; 5-year compliance window (excludes chair fees) |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Transacted | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2023-10-26 | 2023-10-30 | Award (Restricted/Common Stock) | 5,397 | $13.434 | 50,485.5022 | |
| 2024-10-31 | 2024-11-04 | Award (Restricted/Common Stock) | 6,747 | $11.857 | 57,232.5022 | |
| 2025-10-30 | 2025-11-03 | Award (Restricted/Common Stock) | 5,378 | $14.875 | 62,610.5022 |
Governance Assessment
- Board effectiveness: Strong governance credentials—chairs Compensation & Human Capital Committee and is designated an audit committee financial expert; both key committees are fully independent with updated charters, regular meetings, and use of independent compensation consulting (Pay Governance) .
- Independence and alignment: Independent director with prohibitions on hedging/pledging; substantial personal ownership consistent with director stock ownership guidelines framework, though specific compliance status is not disclosed .
- Attendance and engagement: Historical attendance shortfall in FY2023 (did not meet 75%) but improved to at least 75% in FY2025; appointed as a formal proxy for the 2025 annual meeting, indicating trust and engagement .
- Compensation structure: Mix of cash and time-vested restricted shares with optional equity in lieu of cash and modest chair fees; no performance-based metrics in director compensation—reduces potential pay-for-performance signaling but aligns with standard small-cap director pay practices .
- Conflicts/related party: Company’s annual related-party screening reported no director/executive transactions requiring disclosure in FY2025; a disclosed familial employment relationship involves the CEO’s brother (EVP) with compensation consistent with peers, but no ties to Ms. Giesselman were noted .
RED FLAGS:
- FY2023 attendance below 75% for Ms. Giesselman (since remediated in FY2025) .
- Director retirement policy at age 72 may drive board turnover planning given her current age of 71; the program is closed to new directors, with capped legacy retirement benefits, but no specific benefit applies to Ms. Giesselman at present .