DEF 14A of Janus International Group, Inc.
Filed Apr 26, 2024 · FY20230001140361-24-022510
Our Board of Directors
Our Board of Directors
Our Board of Directors
| Name | Class | Age | Position | Director Since | Current Term Expires | Expiration of Term For Which Nominated | Independent | | Ramey Jackson | I | 51 | Chief Executive Officer and Director | 2021 | 2025 | | No | | Xavier Gutierrez | I | 50 | Director | 2021 | 2025 | | Yes | | Heather Harding | I | 55 | Director | 2022 | 2025 | | Yes | | David Doll | II | 65 | Director | 2021 | 2026 | | Yes | | Thomas Szlosek | II | 60 | Director | 2021 | 2026 | | Yes | | Eileen M. Youds | II | 66 | Director | 2023 | 2026 | | Yes | | Roger Fradin | III | 70 | Chair of the Board | 2021 | 2024 | 2027 | Yes | | Tony Byerly | III | 57 | Director | 2023 | 2024 | 2027 | Yes | | Joseph F. Hanna | III | 61 | Director | 2023 | 2024 | 2027 | Yes |
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS Our Board recommends that the nominees below be elected as members of the Board at the Annual Meeting.
PROPOSAL 1 – ELECTION OF DIRECTORS
| Name | Class | Age | Position | Director Since | Current Term Expires | Expiration of Term For Which Nominated | | Tony Byerly | III | 57 | Director | 2023 | 2024 | 2027 | | Roger Fradin | III | 70 | Director and Chair | 2021 | 2024 | 2027 | | Joseph F. Hanna | III | 61 | Director | 2023 | 2024 | 2027 |
PROPOSAL 1 – ELECTION OF DIRECTORS
Each nominee was recommended for re-election by the Nominating and Corporate Governance Committee for consideration by the Board and our shareholders. If, before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES. Director Nominees to Serve for a Three-Year Term Expiring at the 2027 Annual Meeting. Tony Byerly has served as a director of the Company since December 2023. Mr. Byerly currently serves as Global President of Securitas Technology and Chief Executive Officer of Securitas Technology Corporation, where he has worked since 2016. Mr. Byerly has over 30 years of senior leadership and security experience and has held positions of increasing responsibility in global security companies. Before serving in his current role at Securitas Technology, Byerly was the Executive Vice President of Global Security for Diebold Incorporated where he led global strategy efforts and the successful divestiture of the North America business to Securitas in 2016. Prior to that, Mr. Byerly served as President and Chief Operating Officer at Stanley Security as part of Stanley Black & Decker. Mr. Byerly received a Bachelor of Arts Degree in Social Science and Business from Eureka College. We determined that Mr. Byerly’s past leadership experience and extensive experience in a wide array of industries, including in the security and technologies industries, qualifies him to serve as a director on the Board of Directors. Roger Fradin has served as Chair of the Board of Directors since December 2023, and has served as a director of the Company since the effective time of the Business Combination in June 2021. Mr. Fradin has over 40 years of experience acquiring, building, and leading a diverse set of industrial businesses. Mr. Fradin began his career at Pittway Corporation where he held a variety of roles of increasing responsibility, including President and Chief Executive Officer of the Security and Fire Solutions segment, and helped lead an entrepreneurial team which transformed Pittway into a $2 billion world leader in electronic security and fire systems. In 2000, Pittway was acquired by Honeywell International Inc. (NYSE: HON), or Honeywell. Shortly thereafter, Mr. Fradin assumed the role of President and Chief Executive Officer of Honeywell Automation and Control Solutions, or ACS. In this role, Mr. Fradin transformed ACS from a business with $7 billion in sales in 2003 focused predominantly on the U.S. market to a $17 billion in sales (as of 2014) global business leader in the development and manufacture of environmental controls, life safety products, and building and process solutions. From 2000 to 2017, Mr. Fradin oversaw, directed, and integrated the acquisition of 60 companies at Honeywell, aggregating billions of dollars in deal value. Mr. Fradin’s strategy and execution for ACS helped create more than $85 billion of value to Honeywell’s shareholders. During his tenure at Honeywell, Mr. Fradin also served as Vice Chairman of Honeywell where he was responsible for acquisition strategy for all of Honeywell. After retiring from Honeywell, Mr. Fradin was named Chairman of Resideo Technologies, Inc. (NYSE: REZI), or Resideo, a leading provider of home comfort and security solutions. At Resideo, Mr. Fradin recruited the Chief Executive Officer, senior management team, and board of directors as well as installed all public company board processes and procedures. In addition to Resideo, Mr. Fradin currently sits on the boards of L3Harris Technologies Inc. (NYSE: LHX) and Vertiv Group Corp. (NYSE: VTV). Mr. Fradin also currently serves as advisor to MSC Industrial Direct Co., Inc. (NYSE: MSM), or MSC. Mr. Fradin formerly served on the boards of Pitney Bowes Inc. (NYSE: PBI) and GS Acquisition Holdings Corp. (NYSE: GSAH) and several of The Carlyle Group’s, or Carlyle, portfolio companies in his capacity as a Carlyle Operating Executive. Mr. Fradin holds a B.S. and M.B.A. from The Wharton School at the University of Pennsylvania. We determined that Mr. Fradin’s extensive public company experience, directorship experience with similar companies, and extensive experience in the manufacturing and technologies industries qualifies him to serve as a director on the Board of Directors. Joseph F. Hanna has served as a director of the Company since December 2023. Mr. Hanna currently serves as Chief Executive Officer of McGrath RentCorp (Nasdaq: MGRC), a leading business-to-business rental company. Mr. Hanna has served as Chief Executive Officer since 2017. Before serving in his current role at McGrath, Mr. Hanna served as Chief Operating Officer and served in positions of increasing responsibility since 2003. Before joining McGrath, Mr. Hanna served as an artillery officer in the United States Army following his graduation from West Point. Mr. Hanna received a Bachelor of Science Degree in Electrical Engineering from the U.S. Military Academy. We determined that Mr. Hanna’s extensive business experience qualifies him to serve as a director on the Board of Directors.
Continuing Directors
Continuing Directors David Doll has served as a director of the Company since the effective time of the Business Combination in June 2021. Mr. Doll is a seasoned executive in the self-storage industry. From 2005 through 2017, Mr. Doll was the President of Real Estate for Public Storage Inc., the world’s largest owner and operator of self-storage facilities. Prior to Public Storage, Mr. Doll was with Westfield Corporation, an international shopping center developer, owner and operator. Mr. Doll graduated from the Ross School of Business at the University of Michigan with a bachelor’s degree in business administration and a major in accounting. We determined that Mr. Doll’s extensive experience in the self-storage industry and past directorship experience qualifies him to serve as a director on the Board of Directors. Xavier A. Gutierrez has served as a director of the Company since the effective time of the Business Combination in June 2021. Mr. Gutierrez is the President and Chief Executive Officer of the Arizona Coyotes Hockey Club, overseeing all business operations, strategic planning, significant organizational decision-making, and government relations for the club, where he has served since June 2020. Mr. Gutierrez is the first Latino President and CEO in the history of the National Hockey League. Prior to the Coyotes, from June 2017 to June 2020, Mr. Gutierrez was a Managing Director at Clearlake Capital Group, and prior to that, from 2010 to June 2017, Chief Investment Officer of Meruelo Group and Principal & Managing Director with Phoenix Realty Group from 2003 to 2010. Mr. Gutierrez has also held positions with Latham & Watkins, Lehman Brothers and the National Football League. Mr. Gutierrez currently serves on the board of directors of Commercial Bank of California (CBC). He also serves on the Board and Investment Committee for the Arizona Community Foundation (ACF), the Aspen Institute Latinos & Society Program Advisory Board, the Pro Sports Assembly Advisory Board, the Board of the National Association of the Investment Companies, and the Hispanic Scholarship Fund Advisory Council. Mr. Gutierrez previously served as a voting member of the US Securities Exchange Commission Advisory Committee on Small and Emerging Companies and previously served on the board of directors of several organizations including Sizmek, Inc. (formerly Nasdaq: SZMK), the Investment Committee of the California Community Foundation, and the US Hispanic Chamber of Commerce. Mr. Gutierrez graduated cum laude from Harvard University, where he received a Bachelor of Arts in Government. He received his Doctor of Jurisprudence from Stanford Law School. We determined that Mr. Gutierrez’s expertise in strategic planning and business operations and extensive experience executive management, including service on other board of director committees, qualifies him to serve as a director on the Board of Directors. Heather Harding has served as a director of the Company since July 2022. Previously, Ms. Harding served as Chief Financial Officer of Luxfer Holdings PLC since January 1, 2018 until March 1, 2022 and had been its Advisor. Over the past 25 years, Mrs. Harding has held finance leadership roles of increasing responsibility in global industrial companies. Ms. Harding also served as vice president, finance, for Eaton Lighting, a business unit of Eaton Corporation. Prior to that, she was vice president, finance, for various operating units within Cooper Industries and Emerson Electric. Ms. Harding currently serves on the board of directors of J.M. Huber Corporation. A certified public accountant, Mrs. Harding received a Bachelor of Science in Accounting from Southern Illinois University at Carbondale. We determined that Ms. Harding’s extensive management and financial experience, including formerly serving as the Chief Financial Officer of a publicly traded company, and the attributes that make her eligible to serve as an “audit committee financial expert,” qualify her to serve as a director on the Board of Directors. Ramey Jackson has served as an executive director and the Chief Executive Officer of the Company since the effective time of the Business Combination in June 2021, extending his previous appointment as Chief Executive Officer of Janus International Group, LLC, effective August 2019. Mr. Jackson has been with Janus for over 20 years, having joined the company in 2002 as Vice President of Sales when Janus was founded. Prior to Janus, Mr. Jackson was a sales executive for Doors and Building Components, Inc. and prior to that, a sales and marketing executive with Atlas Door and GA Power. We determined that Mr. Jackson’s extensive self-storage and commercial industry knowledge and his expertise in sales, marketing, and business development qualifies him to serve as a director on the Board of Directors. Thomas A. Szlosek has served as a director of the Company since the effective time of the Business Combination in June 2021. Mr. Szlosek is Executive Vice President and Chief Financial Officer of AutoNation, Inc. (NYSE: AN). Mr. Szlosek currently serves on the board of directors of RXO, Inc. (NYSE: RXO). He joined AutoNation in August 2023, having served as Executive Vice President and Chief Financial Officer of Avantor, Inc. (NYSE: AVTR) from December 2018 to August 2023. Prior to joining Avantor, he spent 14 years with Honeywell, including the last five years as Chief Financial Officer. Mr. Szlosek also spent eight years with GE Corporation, including three years as the CFO for GE Medical Systems, based in Asia, and two years as the CFO for GE Consumer Finance, based in Ireland. He is a Certified Public Accountant and graduated from The State University of New York at Geneseo. We determined that Mr. Szlosek’s extensive management experience in manufacturing and other similarly situated companies, including serving as the Chief Financial Officer of multiple multi-faceted organizations and the attributes that make him eligible to serve as an “audit committee financial expert,” qualify him to serve as a director on the Board of Directors. Eileen M. Youds has served as a director of the Company since December 2023. Ms. Youds most recently served as Chief Technology/Information Officer at Global Infrastructure Partners, an independent infrastructure private equity company that invests in high quality assets in the energy, transport and water/waste sectors, where she worked since 2012. Ms.Youds also serves on the boards on a range of corporate, educational and civic organizations, including CyrusOne, the University of Northern Iowa, and the University of St. Thomas. She has over 30 years of senior leadership and technology experience and has held positions of increasing responsibility in multi-billion dollar companies, including Pearson Vue and Honeywell. Ms. Youds completed a Management Executive Program from the Carlson School of Business at the University of Minnesota and holds a Masters of Arts Degree in Math/Computer Science and a Bachelor of Arts Degree in Chemistry/Mathematics from the University of Northern Iowa. We determined that Ms. Youds’s extensive business experience, including with respect to information technology and her service on other boards of directors qualifies her to serve as a director on the Board of Directors.
Board Meetings and Committees
| 9. | reviewing at least annually and making recommendations to our Board with respect to director compensation and benefits for service; |
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION
The Role of the Compensation Committee and Compensation Consultant
The Role of the Compensation Committee and Compensation Consultant Generally, our Compensation Committee designs and administers the executive compensation program with the help of the management and an independent compensation consultant. In connection with the compensation of our Chief Executive Officer, our Compensation Committee generally recommends the overall and specific elements to the Board for consideration and final determination. While the Compensation Committee or the Board, in the case of our Chief Executive Officer, ultimately makes all final decisions on executive compensation, the Compensation Committee engages the services of an independent consultant for assistance. In 2023, the Compensation Committee directly engaged Mercer as its independent compensation consultant. Mercer was engaged to provide independent, objective research, analysis, and advice and to assist the Compensation Committee generally in the performance of its duties. The Compensation Committee will typically request information and recommendations directly from the compensation consultant as it deems appropriate to structure and evaluate our executive compensation program. The Compensation Committee assesses the independence of its compensation consultant annually, considering the amount of fees paid, the policies designed to prevent conflicts of interest, any Company stock owned by the consultant, and other factors that may be relevant to the Compensation Committee. The Compensation Committee considers external market data as it deems relevant when making compensation decisions concerning executive pay levels and program design. The Compensation Committee has formally approved a peer group for this purpose (and may consider other market data sources, as appropriate). The peer group was originally developed by Mercer from a pool of size-appropriate (as measured principally by revenue and market capitalization) and industry-appropriate publicly-traded companies. Our Compensation Committee periodically reviews and, as appropriate, revises the peer group in coordination with input from Mercer to ensure the group remains appropriate for the purposes of evaluating the competitiveness of our executive compensation. For purposes of evaluating and benchmarking the compensation opportunities of our named executive officers for the 2023 fiscal year, our peer group consisted of the following 20 companies:
The Role of the Compensation Committee and Compensation Consultant
| AAON, Inc. | Gibraltar Industries, Inc. | PGT Innovations, Inc. | | Apogee Enterprises, Inc. | Graco, Inc. | Quanex Building Products Corporation | | Armstrong World Industries, Inc. | Hayward Holdings, Inc. | Simpson Manufacturing Co., Inc. | | The AZEK Company, Inc. | Insteel Industries Inc. | Standex International Corporation | | CSW Industrials, Inc. | L.B. Foster Company | Trex Company, Inc. | | Enerpac Tool Group Corp. | Nordson Corporation | Zurn Elkay Water Solutions Corporation | | Lindsay Corporation | Advanced Drainage Systems, Inc | |
The Role of the Compensation Committee and Compensation Consultant
On August 29, 2023, the Compensation Committee, with input from Mercer, approved the removal of Lindsay Corporation and the addition of the following companies to our peer group: Advanced Drainage Systems, Inc., Nordson Corporation, Graco Inc., and Simpson Manufacturing Co., Inc.
Base Salary
Base Salary Annual base salaries provide our named executive officers with a predictable level of cash compensation, and stability with respect to a portion of their total compensation. We believe that our named executive officers’ base salaries should reflect factors such as the executive’s performance, experience, and breadth of overall responsibilities. The base salaries of our named executive officers are intended to be generally competitive within our peer group. As of December 30, 2023, the annual base salaries of Messrs. Jackson, Wong, Hodges, Nettie, and Frayser were $895,000, $500,000, $435,200, $404,700, and $379,200, respectively. Consistent with the Company’s compensation philosophy and based on Mercer’s executive compensation study as compared to our peer group, the adjustments in base salary and bonus bring our executive pay in line with market pay for similarly situated roles.
Annual Cash Incentives
Annual Cash Incentives For our fiscal year ended December 30, 2023, the compensation program for our named executive officers included an annual cash incentive bonus opportunity under the Janus Management Incentive Plan (“Management Incentive Plan”). We believe that an annual cash incentive bonus program is an important way to incentivize our executives to focus on the achievement of the Company’s financial performance. Annual cash bonus opportunities under the Management Incentive Plan for 2023 were based on our achievement of an Adjusted EBITDA target as shown in the table below. We define Adjusted EBITDA as net income excluding interest expense, income taxes, depreciation expense, amortization, and other non-operational, non-recurring items.
Annual Cash Incentives
| Performance Metric | Weighting | Target | Actual Performance | Performance as a % of Target | Weighted Business Performance (Payout %) | | Adjusted EBITDA (millions) | 100% | $275.0 | $285.6 | 103.9% | 192% |
Annual Cash Incentives
Based on the Adjusted EBITDA performance described above, for the fiscal year ended on December 30, 2023, Messrs. Jackson, Wong, Hodges, Nettie, and Frayser received cash bonuses under the Management Incentive Plan in the amount of $1,706,400, $720,000, $590,568, $535,968, and $318,528, respectively, following the completion of our audited financials. Mr. Frayser’s Management Incentive Plan bonus was pro-rated for the portion of the fiscal year after May 1, 2023. For the portion of fiscal 2023 ending on May 1, 2023, Mr. Frayser also participated in an informal commission-based compensation plan, which provided him a commission-based cash payment based on a percentage of total sales revenue received by the Company multiplied by .00065. Mr. Frayser’s commission plan was terminated on May 1, 2023, and he received a partial commission of payment of $210,868 with respect to the 2023 fiscal year.
Long Term Equity Incentive Awards
Long Term Equity Incentive Awards The Company maintains the 2021 Omnibus Incentive Plan (the “Omnibus Plan”) to provide for the grant of stock options, stock appreciation rights, shares of restricted stock, restricted stock units, performance awards, cash-based awards and other equity-based awards to eligible directors, officers, and employees in order to attract, retain, and reward such individuals and strengthen the mutuality of interest between such individuals and the Company’s shareholders.
Equity Awards Granted to Named Executive Officers
Equity Awards Granted to Named Executive Officers The Company has used a variety of long-term equity incentive awards in our executive compensation program, including restricted stock units (“RSUs”), performance stock units (“PSUs”), and stock options (“Options”). During the fiscal year ended December 30, 2023, the Compensation Committee granted RSUs and PSUs to our named executive officers, in order to appropriately retain and incentivize key executives who are important to the success of our business, and to promote the alignment with the interests of our shareholders. For fiscal year ended December 30, 2023, the grant amounts were determined based on Mercer’s recommendations following the compensation study of our executive compensation program. The Compensation Committee believes that it is important for a significant portion of the long-term incentive opportunity of our named executive officers to be tied to the achievement of performance goals, and for 2023, the annual LTI grant for the named executive officers was allocated 50% to PSUs and 50% to RSUs. PSU awards granted to our named executive officers vest using straight-line interpolation based on a percentage of 90-110% of the Company’s Cumulative Adjusted EBITDA (as defined in the award agreement), subject in each case to continued employment through the applicable vesting date. The number of PSUs that become earned for PSU awards granted during fiscal year 2023 can range between 0% and 200% of the original target number of PSUs awarded and the performance period is January 1, 2023 through December 27, 2025. PSUs will be settled as soon as administratively practicable following the end of the Performance Period, but in no event later than 60 days following the Certification Date (as defined in the award agreement), by the Company delivering a number of shares of Common Stock equal to the number of Earned PSUs (as defined in the award agreement). RSU awards granted to our named executive officers vest in three equal annual installments on each of the first three anniversaries of the grant date, subject in each case to the executive’s continued employment through the applicable vesting dates. Option awards granted to our named executive officers vest 25% on the first anniversary of the vesting commencement date and 25% on each anniversary thereafter until 100% of the Options have vested on the fourth anniversary of the vesting commencement date, subject in each case to continued employment through the applicable vesting date. Options expire on the 10th anniversary of the grant date. There were no options awarded to named executive officers in 2023.
Employment Agreements with Named Executive Officers
Employment Agreements with Named Executive Officers In connection with his commencement of employment as Executive Vice President and Chief Financial Officer effective July 1, 2022, we entered into an offer letter establishing certain terms of Mr. Wong’s employment. Pursuant to his offer letter, Mr. Wong became entitled to the following compensation: (i) an annualized base salary of $500,000 per year; (ii) eligibility to participate in a short term incentive program with an annual bonus target value of 75% of his annualized base salary, based upon mutually developed performance objectives; and (iii) eligibility to participate in the Omnibus Plan, under which he received (a) a one-time equity award comprised Options with a grant date value of $750,000 that will vest annually in four equal installments over four years and (b) a 2022 equity award consisting of (x) a PSU award with a grant date target value of $325,000 that will cliff vest at the end of 2024 based on the Company’s achievement of certain “Adjusted EBITDA” levels in accordance with the award agreement governing the performance stock units and (y) Options with a grant date value of $325,000 that will vest annually in four equal installments over four years. Pursuant to his offer letter, Mr. Wong is also subject to the terms and conditions of the Company’s standard form restrictive covenant agreement. We have not entered into any written offer letters or employment agreements with any of our other named executive officers.
Executive Severance and Change in Control Plan
Executive Severance and Change in Control Plan On August 31, 2023, the Board adopted the Janus International Group, Inc. Executive Severance and Change in Control Plan (the “Severance Plan”), effective as of September 1, 2023. The Severance Plan provides for severance pay and benefits to eligible executives, including the Company’s named executive officers, in the event of a termination of employment under certain qualifying circumstances. The Severance Plan is administered by the Compensation Committee. We believe that the Severance Plan is an important program, consistent with programs maintained by peer companies, to attract and retain key executives and to promote their commitment to the Company notwithstanding the possibility of a termination of employment. For more information regarding the severance pay and benefits provided under the Severance Plan, see below under “Potential Payments upon Termination or Change in Control — Severance Plan.”
Employee Benefits and Perquisites
| • | short-term and long-term disability insurance; and |
Adjusted EBITDA
| (3) Adjustments consist of the following: 1) facility relocations, and 2) severance and hiring costs associated with our strategic transformation, including executive leadership team changes, strategic business assessment and transformation projects. |
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to our named executive officers for the 2023, 2022 and 2021 fiscal years.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Ramey Jackson Chief Executive Officer | 2023 | 866,538 | 500 | 2,208,980 | — | 1,706,400 | 13,321 | 4,795,739 | | | 2022 | 606,731 | 500 | 1,104,493 | 1,104,514 | 780,000 | 23,387 | 3,619,625 | | | 2021 | 425,000 | — | — | — | 514,657 | 22,690 | 962,347 | | Anselm Wong Executive Vice President and Chief Financial Officer | 2023 | 500,000 | — | 649,986 | — | 720,000 | 8,510 | 1,878,496 | | | 2022 | 242,308 | 250,000 | 324,999 | 1,075,000 | | 4,904 | 1,897,211 | | Morgan Hodges Executive Vice President | 2023 | 417,619 | 500 | 199,986 | — | 590,568 | 10,710 | 1,219,383 | | | 2022 | 276,962 | 500 | 99,992 | 100,000 | 414,000 | 16,220 | 907,674 | | | 2021 | 295,028 | — | — | — | 275,709 | 17,748 | 588,485 | | Vic Nettie Vice President of Manufacturing | 2023 | 371,048 | 500 | 199,986 | — | 535,968 | 13,426 | 1,120,928 | | | 2022 | 220,192 | 500 | 99,992 | 100,000 | 415,125 | 16,806 | 852,615 | | | 2021 | 200,000 | — | — | — | 275,709 | 16,200 | 491,909 | | Peter Frayser Chief Commercial Officer | 2023 | 311,648 | 500 | 199,986 | | 529,396 | 11,554 | 1,053,084 | | | 2022 | 150,000 | 500 | 99,992 | 100,000 | 342,654 | 15,005 | 708,151 | | | 2021 | 150,000 | | | | 243,389 | 14,526 | 407,915 |
Summary Compensation Table
| (1) The amounts in this column reflect the base salary earned by each named executive officer. The amount for Mr. Hodges also includes a vacation cash out in the amount of $8,369. |
Summary Compensation Table
| (2) The amounts in this column reflect one-time cash bonus awards paid on December 1, 2023. |
Summary Compensation Table
| (3) The amounts reflected in this “Stock Awards” column represents the aggregate grant date fair value of the PSUs and RSUs granted to our named executive officers, as applicable, each as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 12 to our audited consolidated financial statements included in our annual report on Form 10-K for the applicable fiscal year. Pursuant to SEC rules, the amounts shown in the Summary Compensation Table for the PSUs subject to financial performance conditions are based on the probable outcome as of the date of grant and exclude the impact of estimated forfeitures. |
Summary Compensation Table
| (4) Represents the aggregate grant date fair value of stock options granted to each named executive officer, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 12 to our audited consolidated financial statements included in Form 10-K for the applicable fiscal year. |
Summary Compensation Table
| (5) The amounts reported in the Non-Equity Incentive Plan Compensation column reflect bonuses paid to our named executive officers under the Janus Management Incentive Plan. Mr. Frayser’s Non-Equity Incentive Plan Compensation for 2021 and 2022 is solely commission. Mr. Frayser’s Non-Equity Incentive Plan Compensation includes partial sales commission of $210,868 for fiscal year ended December 30, 2023 pursuant to an informal commission-based compensation plan which provided him a commission-based cash payment based on a percentage of total sales revenue received by the Company multiplied by .00065, which commission plan was terminated on May 1, 2023. |
Summary Compensation Table
| (6) The amounts reported in the All Other Compensation column for fiscal 2023 reflect: (i) 401(k) employer matching contributions of $6,975, $8,510, $6,394, $9,111 and $8,508 for each of Messrs. Jackson, Wong, Hodges, Nettie and Frayser, respectively; and (ii) employer-paid car allowance of $6,346, $0, $4,315, $4,315 and $3,046 for each of Messrs. Jackson, Wong, Hodges, Nettie and Frayser, respectively. The employer-paid car allowance for NEOs has been discontinued as of May 21, 2023. |
Summary Compensation Table
The following table sets forth the grant date values of 2023 PSU grants assuming achievement of the threshold, target, and maximum level of performance, for each named executive officer.
Summary Compensation Table
| | Value as of Grant Date, Assuming Threshold Level of Performance ($) | Value as of Grant Date, Assuming Target Level of Performance ($) | Value as of Grant Date, Assuming Highest Level of Performance (S) | | Ramey Jackson | 552,245 | 1,104,490 | 2,208,980 | | Anselm Wong | 162,497 | 324,993 | 649,986 | | Morgan Hodges | 49,997 | 99,993 | 199,986 | | Vic Nettie | 49,997 | 99,993 | 199,986 | | Peter Frayser | 49,997 | 99,993 | 199,986 |
2023 Fiscal Year Grants of Plan-Based Awards
2023 Fiscal Year Grants of Plan-Based Awards The following table sets forth information relating to the grant of plan-based incentive awards to our named executive officers in 2023.
2023 Fiscal Year Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Ramey Jackson | ICP | | 0 | 895,000 | 1,790,000 | | | | | — | — | | | | RSU | 3/21/2023 | | | | | | | 104,691 | — | — | 1,104,490 | | | PSU23-25 | 3/21/2023 | | | | 52,346 | 104,691 | 209,382 | | — | — | 1,104,490 | | Anselm Wong | ICP | | 0 | 375,000 | 750,000 | | | | | — | — | | | | RSU | 3/21/2023 | | | | | | | 30,085 | — | — | 324,993 | | | PSU23-25 | 3/21/2023 | | | | 15,043 | 30,085 | 60,170 | | — | — | 324,993 | | Morgan Hodges | ICP | | 0 | 326,400 | 652,800 | | | | | — | — | | | | RSU | 3/21/2023 | | | | | | | 9,478 | — | — | 99,993 | | | PSU23-25 | 3/21/2023 | | | | 4,739 | 9,478 | 18,956 | | — | — | 99,993 | | Vic Nettie | ICP | | 0 | 303.525 | 607,050 | | | | | — | — | | | | RSU | 3/21/2023 | | | | | | | 9,478 | — | — | 99,993 | | | PSU23-25 | 3/21/2023 | | | | 4,739 | 9,478 | 18,956 | | — | — | 99,993 | | Peter Frayser | ICP | | 0 | 284,400 | 568,800 | | | | | — | — | | | | RSU | 3/21/2023 | | | | | | | 9,478 | — | — | 99,993 | | | PSU23-25 | 3/21/2023 | | | | 4,739 | 9,478 | 18,956 | | — | — | 99,993 |
2023 Fiscal Year Grants of Plan-Based Awards
| (1) The amounts represent the threshold, target, and maximum estimated payout opportunities for awards granted under our cash bonus plan for 2023. The actual value of the bonuses paid to our NEOs for the 2023 fiscal year can be found above in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |
2023 Fiscal Year Grants of Plan-Based Awards
| (2) The exercise price of any stock options is equal to the fair market value of our common stock, which is the closing price per share of our common stock as reported by the New York Stock Exchange on the grant date. No stock options were granted to any of our NEOs during the 2023 fiscal year. |
2023 Fiscal Year Grants of Plan-Based Awards
| (3) These amounts represent the aggregate grant date fair value RSUs, PSUs and Options, as applicable, granted to our named executive officers, computed in accordance with ASC 718. See Note 12 to our audited consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended December 30, 2023 for details as to the assumptions used to calculate the fair value of stock and option awards. |
Outstanding Equity Awards At 2023 Fiscal Year End
Outstanding Equity Awards At 2023 Fiscal Year End The following table sets forth certain information with respect to outstanding equity awards of our named executive officers as of December 30, 2023.
Outstanding Equity Awards At 2023 Fiscal Year End
| Name and Principal Position | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price ($) | Option Expiration Date | Stock Awards: Number of shares or units of stock that have not vested (#) | Stock Awards: Market value of shares or units of stock that have not vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Ramey Jackson Chief Executive Officer | 60,955 | 182,867(2) | 9.46 | 4/29/2032 | 104,691(3) | 1,366,218 | 338,199(4) | 4,413,497 | | Anselm Wong Executive Vice President and Chief Financial Officer | 61,923 | 185,772(2) | 9.03 | 7/1/2032 | 30,805(3) | 402,005 | 102,787(4) | 1,341,370 | | Morgan Hodges Executive Vice President | 5,518 | 16,557(2) | 9.46 | 4/29/2032 | 9.478(3) | 123,688 | 30,618(4) | 399,565 | | Vic Nettie Executive Vice President | 5,518 | 16,557(2) | 9.46 | 4/29/2032 | 9,478(3) | 123,688 | 30,618(4) | 399,565 | | Peter Frayser Chief Commercial Officer | 5,518 | 16,557(2) | 9.46 | 4/29/2032 | 9,478(3) | 123,688 | 30,618(4) | 399,565 |
Outstanding Equity Awards At 2023 Fiscal Year End
| (1) The market value is based on the closing market price of our shares of Common Stock on December 29, 2023 of $13.05. |
Outstanding Equity Awards At 2023 Fiscal Year End
| (2) These Options were granted on April 29, 2022 and vest in four equal installments on each of the first four anniversaries of April 1, 2022, in each case subject to continued employment through the applicable vesting date. |
Outstanding Equity Awards At 2023 Fiscal Year End
| (3) The values reflected related to the RSUs that were granted on March 21, 2023 and that will vest in three equal annual installments on each of the first three anniversaries of the grant date. Options for Mr. Wong were granted on July 1, 2022, in conjunction with his employment agreement. |
Outstanding Equity Awards At 2023 Fiscal Year End
| (4) The values reflected relate to the PSUs that were granted during the 2022 and 2023 fiscal years for the three-year performance periods ending on the last day of our 2024 and 2025 fiscal years, respectively, and that are subject to continued employment through the applicable performance period. The number of shares reflects the maximum PSU payout of 200% for the PSUs granted during the fiscal year ended December 31, 2022 and the target PSU payout of 100% for the PSUs granted during the fiscal year ended December 30, 2023. PSU's for Mr. Wong were granted on July 1, 2022, in conjunction with his employment agreement. |
2023 Option Exercises and Stock Vested Table
2023 Option Exercises and Stock Vested Table The following table provides information on stock options exercised, including the number of shares of our common stock acquired upon exercise and the value realized, determined as described below, for our named executive officers in the year ended December 30, 2023.
2023 Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Ramey Jackson | — | $— | — | $ — | | Anselm Wong | — | $— | — | $ — | | Morgan Hodges | — | $— | — | $ — | | Vic Nettie | — | $— | — | $ — | | Peter Frayser | — | $— | — | $ — |
2023 Option Exercises and Stock Vested Table
| (1) The value realized on exercise is based on the difference between the market price of our common stock upon exercise and the applicable exercise price of those options. None of the NEOs exercised any stock options during the 2023 fiscal year. |
2023 Option Exercises and Stock Vested Table
| (2) The value realized on vesting is calculated by multiplying the number of vested shares by the closing price of our common stock on the New York Stock Exchange on the applicable vesting date. None of the stock awards (RSUs and PSUs) held by any of our NEOs vested during the 2023 fiscal year. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control As described below, we have agreed to provide severance and change of control payments and benefits to our named executive officers under specified circumstances upon a termination of employment or upon a change in control.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information regarding executive pay and performance. The table below shows compensation both as reported in the Summary Compensation Table (“Summary Compensation Table Total”) for the applicable fiscal year and as “compensation actually paid” (or “CAP”) for our principal executive officer (“PEO”) and as an average of all of our other named executive officers (“Non-PEO NEOs”) for the applicable fiscal year. Both Summary Compensation Table Total pay and CAP are calculated in accordance with the requirements of Regulation S-K and may differ substantially from the manner in which the Compensation Committee and the Board make decisions regarding executive pay. For discussion of the Compensation Committee’s decisions regarding the pay of our named executive officers, see the Compensation Discussion and Analysis beginning on page 36. The table below also shows (i) the Company’s cumulative total shareholder return (or “TSR”), (ii) the TSR of the S&P 600 Industrials Index, which we have used as our peer group for purposes of disclosure in the table below, (iii) the Company’s net income for the applicable fiscal year, and (iv) the Company’s performance with respect to a “company-selected measure” (or “CSM”) which in our assessment represents the single most important financial performance metric used to link compensation actually paid to our named executive officers for the most recently completed fiscal year to the Company’s performance. We selected Adjusted EBITDA as the CSM required for disclosure in the table below.
Pay Versus Performance
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | Value of Initial Fixed $100 Investment Based on: | | Net Income(3) ($) | Adjusted EBITDA(4) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(2) | | | | 2023 | $4,808,528 | $6,575,541 | $1,319,010 | $1,672,772 | $93.95 | $97.27 | $135,700 | $285,600 | | 2022 | $3,619,625 | $4,961,332 | $1,035,549 | $1,246,304 | $68.54 | $83.81 | $107,700 | $227,000 | | 2021 | $962,347 | $962,347 | $614,361 | $614,361 | $90.14 | $99.89 | $43,800 | $148,000 |
Pay Versus Performance
| (1) Amounts represent compensation “actually paid” to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: |
Pay Versus Performance
| Year | PEO | Non-PEO NEOs | | 2023 | Ramey Jackson | Peter Frayser, Morgan Hodges, Vic Nettie, Anselm Wong | | 2022 | Ramey Jackson | Morgan Hodges, Vic Nettie, Scott Sannes | | 2021 | Ramey Jackson | Morgan Hodges, Scott Sannes |
Pay Versus Performance
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
Pay Versus Performance
| | 2021 | | 2022 | | 2023 | | | Adjustments | PEO | Average non- PEO NEOs | PEO | Average non- PEO NEOs | PEO | Average non- PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $0 | $0 | -$2,209,007 | -$346,994 | -$2,208,980 | -$312,486 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $0 | $0 | $3,550,714 | $557,749 | $2,732,435 | $386,534 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | $0 | $0 | $0 | $0 | $0 | $0 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $0 | $0 | $0 | $0 | $1,231,704 | $268,814 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $0 | $0 | $0 | $0 | $11,855 | $10,900 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | $0 | $0 | $0 | $0 | $0 | $0 | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | $0 | $0 | $0 | $0 | $0 | $0 | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | $0 | $0 | $0 | $0 | $0 | $0 | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | $0 | $0 | $0 | $0 | $0 | $0 | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | $0 | $0 | $0 | $0 | $0 | $0 | | TOTAL ADJUSTMENTS | $0 | $0 | $1,341,707 | $210,756 | $1,767,013 | $353,762 |
Pay Versus Performance
| (2) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the S&P 600 Small Cap Industrials. |
Pay Versus Performance
| (3) Dollar amounts under column (h) are shown in thousands. |
Pay Versus Performance
| (4) Adjusted EBITDA is a non-GAAP measure. It excludes from reported GAAP results, the impact of certain items consisting of acquisition events and other non-recurring charges. Such expenses, charges, and gains are not indicative of Janus’s normal, ongoing operations, and their inclusion in results makes for more difficult comparisons between years and with peer group companies. Dollar amounts under column (i) are shown in thousands. |
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List We believe the following performance measure represents the most important (and only) financial performance measure used by us to link compensation actually paid to our NEOs for the fiscal year ended December 30, 2023:
Pay Versus Performance Tabular List
| • | Adjusted EBITDA |
Pay Ratio Disclosure
Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K, we are providing the following information with respect to our last completed fiscal year. The pay ratio information provided below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For our 2023 fiscal year:
Pay Ratio Disclosure
| • | The median of the annual total compensation of all of our employees, excluding our Chief Executive Officer, was $50,093; |
Pay Ratio Disclosure
| • | The annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table, was $4,795,739; and |
Pay Ratio Disclosure
| • | The ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees was 96 to 1. |
Pay Ratio Disclosure
In determining the pay ratio information provided above, we first identified our median employee for the 2023 fiscal year by using the following methodology, assumptions, adjustments, and estimates, as permitted by Item 402(u) of Regulation S-K:
Pay Ratio Disclosure
| • | We selected December 8, 2023 as the date upon which we would identify our median employee, and, from our tax and payroll records, we compiled a list of all full-time, part-time and temporary employees who were employed on that date, both within and outside the U.S. |
Pay Ratio Disclosure
| • | We did not exclude any employees located outside the United States. |
Pay Ratio Disclosure
| • | We used total cash compensation (base salary, overtime and annual incentives) as a consistently applied compensation measure to identify our median employee from the remaining employees on the list, and we annualized base salaries for employees who worked for less than the full fiscal year. For employees working outside of the U.S., we converted compensation amounts to U.S. dollars using the applicable 2023 exchange rate. |
Pay Ratio Disclosure
Once our median employee was identified in the manner described above, we calculated the annual total compensation of the median employee using the same methodology that we used to determine the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table. We note that the pay ratio disclosure rules of Item 402(u) of Regulation S-K provide reporting companies with a great deal of flexibility in determining the methodology used to identify the median employee, in calculating the median employee’s annual total compensation and in estimating the ratio of the annual total compensation of the Chief Executive Officer to the median of the annual total compensation of all other employees. As such, our methodology may differ materially from the methodology used by other companies to prepare their pay ratio disclosures, which, along with differences in employee populations, geographic locations, business strategies and compensation practices, may contribute to a lack of comparability between our pay ratio and the pay ratio reported by other companies, including those within our industry.
Director Compensation
Director Compensation The following table summarizes the compensation awarded or paid to the members of the Board for the fiscal year ended December 30, 2023.
Compensation for Fiscal Year 2023
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | José E. Feliciano | $0 | $150,000(3) | $150,000 | | Colin Leonard | $0 | $150,000(3) | $150,000 | | Roger Fradin | $0 | $160,000(4) | $160,000 | | Brian Cook | $0 | $0(5) | $0 | | David Doll | $0 | $150,000(3) | $150,000 | | Xavier A. Gutierrez | $0 | $140,000(6) | $140,000 | | Thomas A. Szlosek | $40,000 | $120,000(7) | $160,000 | | Heather Harding | $40,000 | $110,000(8) | $150,000 |
Narrative Disclosure to the Director Compensation Table
Narrative Disclosure to the Director Compensation Table The Compensation Committee recommended, and the Board authorized and approved, payments to each non-employee director of the Company in the following amounts, commencing effective as of June 7, 2023: (i) for serving as a director, $140,000 per year, payable, at the director’s option, in the equivalent amount in RSUs, or a combination of cash and RSUs, provided that, at least $100,000 of such director compensation shall consist of RSUs; (ii) for serving as vice chairperson of the Board (should that position be established), an additional $20,000 per year, payable in the equivalent amount in RSUs; (iii) for serving as the chairperson of the nominating and corporate governance committee, an additional $10,000 per year, payable in the equivalent amount in RSUs; (iv) for serving as the chairperson of the Compensation Committee, an additional $10,000 per year, payable in the equivalent amount in RSUs; (v) for serving as the chairperson of the audit committee, an additional $20,000 per year, payable in the equivalent amount in RSUs; (vi) for serving as a member of the Audit Committee (excluding the Audit Committee chairperson), an additional $10,000 per year, payable in the equivalent amount in RSUs; and (vii) reimbursement for reasonable out-of-pocket expenses incurred in connection with attending each Board meeting and each committee meeting. The RSUs will vest according to the schedule described in the footnotes to the table above. All unvested RSUs will immediately and automatically be cancelled and forfeited for no consideration upon the director’s termination of service for any reason, except upon death or disability or upon a Change in Control of the Company, so long as the director continuously provides service to the Company or any affiliate from the grant date through the consummation of the Change in Control. Other than as set forth in the table and described above, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to, any of the other non-employee members of our Board in 2023. Mr. Jackson, our Chief Executive Officer, receives no compensation for service as a director and, consequently, is not included in this table. The compensation received by Mr. Jackson as an employee of the Company is presented in “—Summary Compensation Table.” PROPOSAL 5 – APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION Section 102(b)(7) of the General Corporation Law of the State of Delaware (“DGCL”) was amended effective August 1, 2022 to authorize exculpation of officers of Delaware corporations (the “Section 102(b)(7) Amendment”). Specifically, the amendments extend the opportunity for Delaware corporations to exculpate their officers, in addition to their directors, for personal liability for breach of the duty of care in certain actions. Under current Delaware law, this provision would not exculpate officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, any transaction in which the officer derived an improper personal benefit, or from liability for claims brought by or in the right of the corporation (such as derivative claims). The Board believes it is necessary to provide protection to officers to the fullest extent permitted by law in order to attract and retain top talent. This protection has long been afforded to directors. Accordingly, the Board believes that the proposal to extend exculpation to officers is fair and in the best interests of the Company and its shareholders. If the shareholders approve this proposal, we will file a Second Amended and Restated Certificate of Incorporation (the “Exculpation Amendment”) in the form attached hereto as Annex A. In accordance with the DGCL, however, our Board may elect to abandon the Exculpation Amendment without further action by the shareholders at any time prior to the effectiveness of the filing of the Exculpation Amendment with the Secretary of State of the State of Delaware, notwithstanding shareholder approval of the Exculpation Amendment.