DEF 14A of Janus International Group, Inc.
Filed Apr 25, 2025 · FY20240001140361-25-015724
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 | 52 | Chief Executive Officer and Director | 2021 | 2025 | 2028 | No | | Xavier Gutierrez | I | 51 | Director | 2021 | 2025 | 2028 | Yes | | Heather Harding | I | 56 | Director | 2022 | 2025 | 2028 | Yes | | David Doll | II | 66 | Director | 2021 | 2026 | | Yes | | Thomas Szlosek | II | 61 | Director | 2021 | 2026 | | Yes | | Eileen M. Youds | II | 67 | Director | 2023 | 2026 | | Yes | | Roger Fradin | III | 71 | Chair of the Board | 2021 | 2027 | | Yes | | Tony Byerly | III | 58 | Director | 2023 | 2027 | | Yes | | Joseph F. Hanna | III | 62 | Director | 2023 | 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 | | Ramey Jackson | I | 52 | Chief Executive Officer and Director | 2021 | 2025 | 2028 | | Xavier Gutierrez | I | 51 | Director | 2021 | 2025 | 2028 | | Heather Harding | I | 56 | Director | 2022 | 2025 | 2028 |
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 2028 Annual Meeting
Director Nominees to Serve for a Three-Year Term Expiring at the 2028 Annual Meeting Ramey Jackson has served as a 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. 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 Chairman & CEO of ImpactX Sports Group, LLC, a private investment, operating, and strategic advisory firm focused on the global sports industry, positions he has held since April 2024. Previously, he served as CEO of the Arizona Coyotes NHL franchise from 2020 to 2024. In addition to serving as the first Latino CEO in the history of the National Hockey League, Mr. Gutierrez is one of the only real estate executives and private equity investors to have led a major professional sports franchise. During his 30-year career, Mr. Gutierrez has served as an investor, principal, and dealmaker at a wide array of organizations, including Clearlake Capital Group, The Meruelo Group, Phoenix Realty Group, Latham & Watkins, Lehman Brothers, and the NFL. Mr. Gutierrez currently serves on the boards of Trinitas Capital Management, the Arizona Community Foundation, Aspen Institute Latinos in Society Program, the Hispanic Scholarship Fund, the Stanford Alumni Association, and SUMA Wealth. In 2024, Mr. Gutierrez co-founded LiS: Latinos in Sports, a multi-strategy platform to promote and support the impact of Latinos to the global sports industry. Mr. Gutierrez has previously served as a voting member of the U.S. Securities and Exchange Commission Advisory Committee on Small and Emerging Companies and previously served on the board of directors of several organizations, including the Commercial Bank of California, Sizmek, Inc. (formerly NASDAQ: SZMK), 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 in 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 from January 2018 until March 2022, and had served as its Advisor. Over the past 25 years, Ms. Harding has held finance leadership roles of increasing responsibility in global industrial companies. Most recently, she 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, Ms. 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.
Continuing Directors
Continuing Directors Tony Byerly has served as a director of the Company since December 2023. Mr. Byerly currently serves as Global President of Securitas Technology, Securitas AB, and Chief Executive Officer of Securitas Technology Corporation, a division of Securitas AB (STO: SECU-B) 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 technology industries, qualifies him to serve as a director on the Board of 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., one of 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. 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. From February 2018 to November 2024, Mr. Fradin served as Chairman of Resideo Technologies, Inc. (NYSE: REZI), or Resideo, a leading provider of home comfort and security solutions. From September 2024 to February 2025, Mr. Fradin served on the board of CompoSecure, Inc. (NASDAQ: CMPO). In addition to Janus, Mr. Fradin currently sits on the boards of L3Harris Technologies Inc. (NYSE: LHX), Vertiv Group Corp. (NYSE: VTV), and Resolute Holdings Management, Inc. (NASDAQ: RHLD). Also, Mr. Fradin currently serves as a board observer to CompoSecure, Inc. (NASDAQ: CMPO) and as an advisor to MSC Industrial Direct Co., Inc. (NYSE: MSM), or MSC, and Resideo. 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. 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 technology 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 President, Chief Executive Officer, and a director of McGrath RentCorp (Nasdaq: MGRC), a leading business-to-business rental company. Mr. Hanna has served as President, Chief Executive Officer, and director of McGrath 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 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 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), an automotive retailer. Mr. Szlosek currently serves on the board of directors of RXO, Inc. (NYSE: RXO). He joined AutoNation, Inc. 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, Inc., 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 several 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.
Continuing Directors
Eileen M. Youds has served as a director of the Company since December 2023. Ms. Youds most recently served as Chief Technology Officer of Portfolio Companies, Operating Principal of Global Infrastructure Partners (GIP), an infrastructure investor, where she worked from December 2012 to December 2023. Prior to GIP, Ms. Youds was in manufacturing, human resources, and defense contracting, serving in leadership roles as President, GM, and COO. Ms. Youds has extensive expertise in process and productivity improvement, technology, manufacturing, engineering, and education. Ms. Youds also serves on the boards of a range of corporate, educational and civic organizations, including 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 holds a MEP (Management Executive Program) from the Carlson School of Management, University of Minnesota, a M.A. in Mathematics/Computer Science and a B.A. 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 cybersecurity and her service on other boards of directors qualifies her to serve as a director on the Board of Directors.
Board Meetings and Committees
| 10. | 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 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. Our Chief Executive Officer reviews the performance of other named executive officers and makes recommendations, if any, to the Compensation Committee with respect to compensation adjustments for such officers. However, the Compensation Committee determines in its sole discretion whether to make any adjustments to the compensation paid to such executive officers. 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 2024, 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 2024 fiscal year, our peer group consisted of the following 18 companies:
The Role of the Compensation Committee and Compensation Consultant
| AAON, Inc. | Gibraltar Industries, Inc. | Trex Company, 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 | | | Enerpac Tool Group Corp. | Nordson Corporation | | | Advanced Drainage Systems, Inc | Zurn Elkay Water Solutions Corporation | |
The Role of the Compensation Committee and Compensation Consultant
On September 16, 2024, the Compensation Committee, with input from Mercer, approved the removal of PGT Innovations, Inc., which was acquired in 2024, from the peer group.
Elements of Our Executive Compensation Program
| • | an annual short-term cash incentive award; |
Elements of Our Executive Compensation Program
| • | long-term incentive compensation in the form of time-based and performance-based restricted stock units; and |
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. The Compensation Committee reviews and, as appropriate, adjusts the base salaries for our named executive officers. For 2024, the Compensation Committee and the Board of Directors approved base salary increases for Messrs. Wong and Kahler. The table below sets forth the 2023 fiscal-year-end base salary, 2024 fiscal-year-end base salary, and the percentage increases for each NEO. For fiscal year 2024, Mr. Wong’s salary increased from $500,000 to $551,000 in recognition of his contributions to the Company’s accomplishments and to align with market median for his role. Mr. Kahler’s salary also increased from $376,867 to $455,000 for fiscal year 2024 in connection with his appointment as Corporate Secretary, in addition to his role as General Counsel, and to align with market median for his role. 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 Incentives
Annual Incentives For our 2024 fiscal year, the compensation program for our named executive officers included an annual performance-based short-term cash incentive opportunity under the Janus Bonus Program (the “Janus Bonus Program”). 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 Janus Bonus Program for 2024 were based on our achievement of an Adjusted EBITDA target that was established in the first quarter of fiscal 2024. As shown in the table below, Adjusted EBITDA performance for fiscal 2024 narrowly missed the 75% threshold for a payout under the Janus Bonus Program. Upon determining that the performance targets for fiscal 2024 had not been achieved and that annual incentive bonuses otherwise would not be payable for 2024 under the Janus Bonus Program, the Compensation Committee exercised its discretion to approve incentive bonus payments to the named executive officers limited to 50% of their target annual bonus opportunities. The Compensation Committee approved these bonus payments in order to encourage the retention of the executive team, which has deep industry knowledge and expertise, recognize the executives’ contributions to the Company’s accomplishments in the challenging market environment of fiscal 2024, and motivate the executives to focus on executing on the Company’s business objectives for fiscal 2025. In determining the named executive officers’ bonus payment amounts for 2024, the Compensation Committee considered that notwithstanding macroeconomic uncertainty and the challenging interest rate environment, the executive team helped drive significant financial and operational achievements during 2024, as described above under the heading “Operational and Financial Performance Summary.” After considering the named executive officers’ performance during 2024 and recognizing the importance of retaining the executive leadership team, the Compensation Committee determined that it was appropriate to provide annual bonus payments to the named executive officers, limited to levels well below their target bonus opportunities for the year. Accordingly, Messrs. Jackson, Wong, Hodges, Nettie, and Kahler received cash bonuses for the 2024 fiscal year in the amount of $447,500, $205,031, $163,200, $151,763, and $125,197, respectively. We define Adjusted EBITDA as net income excluding interest expense, income taxes, depreciation expense, amortization, and other non-operational, non-recurring items.
Annual Incentives
| Performance Metric | Threshold (75% of Target) | Target | Maximum (110% of Target) | Actual Performance | Performance as a % of Target | Janus Bonus Program Payout % (Before Discretion) | Final Approved Payout (% of Target) | | Adjusted EBITDA (millions, except for percentages) | $225.7 | $300.9 | $331.0 | $208.5 | 69.3% | 0% | 50% |
Annual Incentives
Our executives were previously compensated under the Janus Management Incentive Plan, a legacy plan that was only applicable to named executive officers. As of January 1, 2024, all named executive officers were transitioned to the Janus Bonus Program which applies to all bonus-eligible employees.
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 Company’s 2024 fiscal year, 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 alignment with the interests of our shareholders. The grant amounts were determined based on Mercer’s recommendations following the compensation study of our executive compensation program. 2024 Long-Term Incentive Grant Cycle. 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. Accordingly, for the long-term incentive awards granted to our named executive officers on March 19, 2024, pursuant to the Company’s regular 2024 long-term incentive grant cycle, the Compensation Committee allocated the long-term incentive opportunity for each of the named executive officers as follows: 50% to PSUs and 50% to RSUs. PSU awards granted to our named executive officers pursuant to the regular 2024 long-term incentive grant cycle 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 2024 can range between 0% and 200% of the original target number of PSUs awarded, and the performance period is the three-year period consisting of fiscal years 2024, 2025 and 2026. 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 pursuant to the regular 2024 long-term incentive grant cycle 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. One-Time Equity Awards. On March 19, 2024 and in addition to the long-term incentive awards granted pursuant to the Company’s regular 2024 long-term incentive grant cycle, the Compensation Committee approved the grant of a one-time award of RSUs to Mr. Wong with a value of $5,000,000. The one-time award of RSUs to Mr. Wong is intended to incentivize continued future performance, to encourage retention of his services, and to further align his interests with those of the Company’s shareholders. Those RSUs will vest in three substantially equal annual installments on each of the first three anniversaries of the grant date, subject to Mr. Wong’s continued employment (or other service) through the applicable vesting dates. On December 16, 2024, the Compensation Committee approved the grant of one-time awards of PSUs to certain key employees, including Messrs. Jackson, Wong, Hodges, Nettie, and Kahler (the “One-Time PSU Award”). The One-Time PSU Award granted to Messrs. Jackson, Wong, Hodges, Nettie, and Kahler had a grant date target value of $2,000,000, $750,000, $500,000, $500,000, and $250,000, respectively. The Compensation Committee approved this One-Time PSU Award for the purposes of: (i) promoting the motivation, commitment, and focus of the grantees on achieving financial performance objectives that are important to the Company’s success, (ii) providing retention incentives for the grantees, and (iii) increasing the alignment of the interests of the grantees with the interests of the Company’s shareholders. The Compensation Committee, in consultation with Mercer, elected PSUs as the vehicle for the One-Time PSU Award and approved the One-Time PSU Award to incentivize the achievement of our long-term growth strategy. Vesting of the One-Time PSU awards granted to Messrs. Jackson, Wong, Hodges, Nettie, and Kahler on December 16, 2024 is contingent upon the Company’s level of achievement with respect to two equally-weighted performance metrics, cumulative adjusted EBITDA and cumulative revenue, measured over a two-year performance period consisting of fiscal years 2025 and 2026, as well as the grantee’s continued employment until the date of the Compensation Committee’s certification of the achievement of those performance metrics. The number of the PSUs vesting (if any) may range from 0% to 200% of the grantee’s target number of PSUs, depending on the level of performance achieved. Settlement of 2022-2024 PSUs. In fiscal 2022, the Compensation Committee granted PSUs to our named executive officers (other than Mr. Kahler). The number of PSUs ultimately earned (if any) could range between 0% and 200% of the target number of PSUs, based on the Company’s cumulative Adjusted EBITDA (as a percentage of budgeted Adjusted EBITDA) for the three fiscal year performance period beginning on January 2, 2022 and ending on December 28, 2024, subject to the grantee’s continued employment through the date that performance achievement is certified. The number of PSUs (if any) earned is determined using straight-line interpolation for achievement of cumulative Adjusted EBITDA between 90% and 110% of the budgeted Adjusted EBITDA target. In the first quarter of 2025, the Compensation Committee certified the Company’s performance relative to the performance goals established for the 2022-2024 PSUs awarded to Messrs. Jackson, Wong, Hodges and Nettie in 2022. As shown in the table below, based on the Company’s cumulative Adjusted EBITDA for the fiscal 2022-2024 performance period, the PSUs granted in 2022 were earned at the maximum level (200% of target).
Equity Awards Granted to Named Executive Officers
| Performance Metric | Threshold (90% of Budgeted Adjusted EBITDA) | Target (100% of Budgeted Adjusted EBITDA) | Maximum (110% of Budgeted Adjusted EBITDA) | Actual Cumulative Adjusted EBITDA ($) | Actual Cumulative Adjusted EBITDA (% of Target) | Payout Percentage (% of Target # of PSUs Earned) | | Cumulative Adjusted EBITDA (millions, except percentages)(1) | $566.3 | $629.3 | $692.2 | $722.5 | 115% | 200% |
Equity Awards Granted to Named Executive Officers
| (1) The Adjusted EBITDA metric was defined as net income excluding interest expense, income taxes, depreciation expense, amortization, and other non-operational, non-recurring items, subject to certain adjustments approved by the Compensation Committee to reflect the impact of unusual or infrequently occurring items in accordance with the terms of the Omnibus Plan. Amounts presented in millions. |
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 of 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 entered into offer letters with Mr. Kahler on September 17, 2018, in connection with his initial employment by the Company, and on September 15, 2022, in connection with his promotion to the position of General Counsel, which offer letters set forth certain basic terms of his compensation arrangements with the Company. Pursuant to the September 15, 2022 offer letter, Mr. Kahler became entitled to the following as compensation for his service as General Counsel: (i) an annual base salary of $250,000, (ii) eligibility to participate in the Janus Bonus Program with a target bonus opportunity of 40% of base salary, (iii) eligibility to participate in the long-term incentive program, and (iv) an automobile allowance of $600 per month. 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 |
Policies and Practices Related to the Grant of Certain Equity Awards
Policies and Practices Related to the Grant of Certain Equity Awards The Board has adopted a Policy and Procedures for the Granting of Equity-Based Awards (the “Equity Grant Policy”) to be followed in connection with all grants of equity-based awards (including, but not limited to, stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, and performance units) to officers, employees, and consultants under the Company’s equity plans. Pursuant to the Equity Grant Policy, it is the intent of the Company that no equity-based awards shall be backdated, nor shall the timing of the public release of material information or of an equity-based award be manipulated with the intent of benefiting an award recipient. The Equity Grant Policy generally provides for equity-based awards to be granted during open trading windows, consistent with the Company’s Insider Trading Policy, to minimize the risk of grant decisions being made while any employee or member of the Board is in possession of material, non-public information. While the Company may grant equity-based awards at any time, the Equity Grant Policy provides that equity-based awards generally will be granted on a regularly scheduled basis. For example, annual grants of equity-based awards to the Chief Executive Officer, existing officers, employees, and consultants generally will be approved once per year at a meeting of the Board or Compensation Committee, as applicable, held in or around March each year following the Company’s filing of its annual report on Form 10-K, while discretionary grants of equity-based awards to existing officers, employees, and consultants generally will be approved once per year at a meeting that is held in or around August each year during an open trading window under the Company’s Insider Trading Policy. Pursuant to the Equity Grant Policy, grants of equity-based awards to new hires or for promotions, retention, or for purposes other than annual or other broad-based Company-wide grants generally will be approved either at the annual March meeting of the Compensation Committee, at the annual meeting (in or around August) for approval of discretionary grants, or at such other time that the Board or Compensation Committee determines to be advisable. The Company did not grant any stock options to any of our named executive officers in fiscal 2024 or fiscal 2023.
Adjusted EBITDA
| (3) Restructuring (income) expense consist of the following: 1) facility relocations; 2) severance and hiring costs associated with our strategic transformation, including executive leadership team changes; 3) sale of a manufacturing facility; and 4) 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 2024, 2023 and 2022 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 | 2024 | 877,788 | 448,000 | 5,113,734 | — | — | 6,899 | 6,446,421 | | | 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 | | Anselm Wong Executive Vice President and Chief Financial Officer | 2024 | 535,500 | 205,031 | 6,570,945 | — | — | 8,688 | 7,320,164 | | | 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 | 2024 | 426,831 | 163,700 | 832,219 | — | — | 14,321 | 1,437,071 | | | 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 | | Vic Nettie Vice President of Manufacturing | 2024 | 396,917 | 152,263 | 882,938 | — | — | 11,059 | 1,443,177 | | | 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 | | Elliot Kahler General Counsel & Corporate Secretary | 2024 | 426,717 | 125,697 | 877,571 | — | — | 8,633 | 1,438,618 |
Summary Compensation Table
| (1) The amounts in this column reflect the base salary earned by each named executive officer. |
Summary Compensation Table
| (2) The amounts in this column for 2024 reflect the discretionary 2024 annual incentives approved by the Compensation Committee in March 2025, as described in more detail under the heading “Compensation Discussion and Analysis—Annual Incentives”, and one-time cash bonus awards of $500 each paid to our named executive officers other than Mr. Wong on December 6, 2024. For 2023 and 2022, where applicable, the amounts in this column reflect cash bonus awards of $500 paid to certain named executive officers. |
Summary Compensation Table
The following table shows the annual incentives received by the named executive officers for each of the years shown in the summary compensation table pursuant to the Janus Bonus Program (including the discretionary annual incentives for 2024) or under its predecessor, the Management Incentive Plan:
Summary Compensation Table
| Name and Principal Position | Year | Annual Incentive ($) | | Ramey Jackson Chief Executive Officer | 2024 | 447,500 | | | 2023 | 1,706,400 | | | 2022 | 780,000 | | Anselm Wong Executive Vice President and Chief Financial Officer | 2024 | 205,031 | | | 2023 | 720,000 | | | 2022 | — | | Morgan Hodges Executive Vice President | 2024 | 163,200 | | | 2023 | 590,568 | | | 2022 | 414,000 | | Vic Nettie Vice President of Manufacturing | 2024 | 151,763 | | | 2023 | 535,968 | | | 2022 | 415,125 | | Elliot Kahler General Counsel & Corporate Secretary | 2024 | 125,197 |
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. For 2024, this includes the awards granted pursuant to our regular 2024 long-term incentive grant cycle, as well as a one-time award of RSUs to Mr. Wong in March 2024 and a one-time award of PSUs to the named executive officers in December 2024, all of which are described in more detail under the heading “Compensation Discussion and Analysis—Equity Awards Granted to Named Executive Officers.” 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) Because Adjusted EBITDA performance for 2024 was below the threshold for payout, no bonus payments were earned based on the preestablished performance goals under the Janus Bonus Program for 2024; accordingly, no amounts are reported in this column for 2024. Instead, the discretionary annual bonuses approved by the Compensation Committee for fiscal 2024, which are discussed in more detail under the heading “Compensation Discussion and Analysis—Annual Incentives,” are reported in the Bonus column of this table. For 2023 and 2022, where applicable, the amounts in this Non-Equity Incentive Plan Compensation column reflect annual bonuses earned by certain named executive officers based on the achievement of preestablished performance goals for the applicable fiscal year under the Janus Management Incentive Plan. |
Summary Compensation Table
| (6) The amounts reported in the All Other Compensation column for fiscal 2024 reflect: (i) 401(k) employer matching contributions of $6,899, $8,688, $6,459, $11,059 and $8,633 for each of Messrs. Jackson, Wong, Hodges, Nettie and Kahler, respectively; and (ii) Mr. Hodges also received a donation of a MASS building valued at $7,862 due to the total loss of his primary residence. |
Summary Compensation Table
The following table sets forth the grant date values of the PSU awards granted to our named executive officers on March 19, 2024 pursuant to our regular 2024 long-term incentive grant cycle, assuming achievement of the threshold, target, and maximum level of performance, for each named executive officer.
Summary Compensation Table
| | Value as of Grant Date, Assuming Threshold Level of Performance ($) | Value as of Grant Date, Assuming Target Level of Performance ($) | Value as of Grant Date, Assuming Highest Level of Performance ($) | | Ramey Jackson | 778,434 | 1,556,868 | 3,113,736 | | Anselm Wong | 205,240 | 410,480 | 820,959 | | Morgan Hodges | 83,055 | 166,110 | 332,222 | | Vic Nettie | 95,735 | 191,470 | 382,940 | | Elliot Kahler | 156,894 | 313,788 | 627,576 |
Summary Compensation Table
The following table sets forth the grant date values of the one-time PSU awards granted to our named executive officers on December 16, 2024, 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 ($) | | Ramey Jackson | 999,999 | 1,999,998 | 3,999,996 | | Anselm Wong | 374,996 | 749,992 | 1,499,985 | | Morgan Hodges | 249,999 | 499,998 | 999,995 | | Vic Nettie | 249,999 | 499,998 | 999,995 | | Elliot Kahler | 124,997 | 249,995 | 499,990 |
2024 Fiscal Year Grants of Plan-Based Awards
2024 Fiscal Year Grants of Plan-Based Awards The following table sets forth information relating to the grant of plan-based incentive awards to our named executive officers in fiscal 2024.
2024 Fiscal Year Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | Name | Award Type | Grant Date | Threshold ($) | 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 | | 447,500 | 895,000 | 1,790,000 | | | | | — | — | | | | RSU | 3/19/2024 | | | | | | | 104,981 | — | — | 1,556,868 | | | PSU24-26 | 3/19/2024 | | | | 52,491 | 104,981 | 209,962 | | — | — | 1,556,868 | | | PSU25-26 | 12/16/2024 | | | | 126,262 | 252,525 | 505,050 | | | | 1,999,998 | | Anselm Wong | ICP | | 206,625 | 413,250 | 826,500 | | | | | — | — | | | | RSU | 3/19/2024 | | | | | | | 364,833 | — | — | 5,410,473 | | | PSU24-26 | 3/19/2024 | | | | 13,840 | 27,679 | 55,358 | | — | — | 410,480 | | | PSU25-26 | 12/16/2024 | | | | 47,348 | 94,696 | 189,392 | | | | 749,992 | | Morgan Hodges | ICP | | 163,200 | 326,400 | 652,800 | | | | | — | — | | | | RSU | 3/19/2024 | | | | | | | 11,201 | — | — | 166,111 | | | PSU24-26 | 3/19/2024 | | | | 5,601 | 11,201 | 22,402 | | — | — | 166,111 | | | PSU25-26 | 12/16/2024 | | | | 31,566 | 63,131 | 126,262 | | | | 499,998 | | Vic Nettie | ICP | | 151,763 | 303,525 | 607,050 | | | | | — | — | | | | RSU | 3/19/2024 | | | | | | | 12,911 | — | — | 191,470 | | | PSU24-26 | 3/19/2024 | | | | 6,456 | 12,911 | 25,822 | | — | — | 191,470 | | | PSU25-26 | 12/16/2024 | | | | 31,566 | 63,131 | 126,262 | | | | 499,998 | | Elliot Kahler | ICP | | 136,500 | 273,000 | 546,000 | | | | | — | — | | | | RSU | 3/19/2024 | | | | | | | 21,159 | — | — | 313,788 | | | PSU24-26 | 3/19/2024 | | | | 10,580 | 21,159 | 42,318 | | — | — | 313,788 | | | PSU25-26 | 12/16/2024 | | | | 15,783 | 31,565 | 63,130 | | | | 249,995 |
2024 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 2024. The actual value of the bonuses paid to our NEOs for the 2024 fiscal year can be found above in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |
2024 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 2024 fiscal year. |
2024 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 28, 2024 for details as to the assumptions used to calculate the fair value of stock and option awards. |
Outstanding Equity Awards At 2024 Fiscal Year End
Outstanding Equity Awards At 2024 Fiscal Year End The following table sets forth certain information with respect to outstanding equity awards of our named executive officers as of December 28, 2024.
Outstanding Equity Awards At 2024 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 | 121,910 | 121,912(2) | 9.46 | 4/29/2032 | 408,287(3) | 3,004,992 | 357,361(4) | 2,630,177 | | Anselm Wong Executive Vice President and Chief Financial Officer | 123,846 | 123,849(2) | 9.03 | 7/1/2032 | 457,353(3) | 3,366,118 | 123,938(4) | 912,184 | | Morgan Hodges Executive Vice President | 11,036 | 11,039(2) | 9.46 | 4/29/2032 | 38,660(3) | 284,538 | 73,471(4) | 540,743 | | Vic Nettie Vice President of Manufacturing | 11,036 | 11,039(2) | 9.46 | 4/29/2032 | 40,370(3) | 297,123 | 74,326(4) | 547,036 | | Elliot Kahler General Counsel & Corporate Secretary | — | — | — | — | 32,756(3) | 241,084 | 44,514(4) | 327,623 |
Outstanding Equity Awards At 2024 Fiscal Year End
| (1) The market value is based on the closing market price of our shares of common stock on December 27, 2024 of $7.36. |
Outstanding Equity Awards At 2024 Fiscal Year End
| (2) These Options were granted on April 29, 2022, and vest in four equal installments on each of the first four anniversaries of April 1, 2022, in each case subject to continued employment through the applicable vesting date. Options for Mr. Wong were granted on July 1, 2022, in conjunction with his employment agreement. |
Outstanding Equity Awards At 2024 Fiscal Year End
| (3) The values reflected related to the unvested RSUs that were granted on March 21, 2023 and March 19, 2024, and that will vest in three equal annual installments on each of the first three anniversaries of the grant date, as well as the PSUs granted during the 2022 fiscal year that were earned based on performance for the three fiscal year performance period ending on the last day of the 2024 fiscal year. |
Outstanding Equity Awards At 2024 Fiscal Year End
| (4) The values reflected relate to the PSUs that were granted during the 2023 and 2024 fiscal years for the three-year performance periods ending on the last day of our 2025 and 2026 fiscal years, respectively, and that are subject to continued employment through the applicable vesting date. |
2024 Option Exercises and Stock Vested Table
2024 Option Exercises and Stock Vested Table The following table provides information on stock options exercised, including the number of shares of our common stock acquired upon exercise and the value realized upon vesting of stock awards, determined as described below, for our named executive officers in the year ended December 28, 2024.
2024 Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Ramey Jackson | — | $— | 34,893 | $523,395 | | Anselm Wong | — | $— | 10,267 | $154,005 | | Morgan Hodges | — | $— | 3,159 | $47,385 |
2024 Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Vic Nettie | — | $— | 3,159 | $47,385 | | Elliot Kahler | — | $— | 4,473 | $60,821 |
2024 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 2024 fiscal year. |
2024 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. |
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 above. The table below also shows (i) the Company’s cumulative total shareholder return (or “TSR”), (ii) the TSR of the S&P 600 Small Cap 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) | | | | 2024 | $6,446,421 | $449,271 | $2,909,757 | $1,332,503 | $52.99 | $106.28 | $70,400 | $208,500 | | 2023 | $4,795,739 | $6,562,753 | $1,317,973 | $1,671,735 | $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 | | 2024 | Ramey Jackson | Anselm Wong, Morgan Hodges, Vic Nettie, Elliot Kahler | | 2023 | Ramey Jackson | Anselm Wong, Morgan Hodges, Vic Nettie, Peter Frayser | | 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 | | 2024 | | | Adjustments | PEO | Average non- PEO NEOs | 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 | - $5,113,734 | - $2,290,918 | | 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 | $2,627,669 | $1,217,577 | | 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 | $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 | - $3,668,536 | - $519,392 | | 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 | $157,451 | $15,479 | | 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 | $0 | $0 | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | $0 | $0 | $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 | $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 | $0 | $0 | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | TOTAL ADJUSTMENTS | $0 | $0 | $1,341,707 | $210,755 | $1,767,014 | $353,762 | - $5,997,150 | - $1,577,254 |
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 our 2024 fiscal year:
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 2024 fiscal year:
Pay Ratio Disclosure
| • | The median of the annual total compensation of all of our employees, excluding our Chief Executive Officer, was $50,969; |
Pay Ratio Disclosure
| • | The annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table, was $6,446,421; 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 126 to 1. |
Pay Ratio Disclosure
As permitted under Item 402(u) of Regulation S-K, for fiscal 2024, we used the same median employee who was identified as our median employee for fiscal 2023, because we determined that there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. Accordingly, the median employee was identified using the following methodology, assumptions, adjustments, and estimates, as permitted by Item 402(u) of Regulation S-K:
Pay Ratio Disclosure
| • | We used December 8, 2023 as the date as of which to 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
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 28, 2024.
Compensation for Fiscal Year 2024
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Xavier Gutierrez | $40,000 | $170,000(3) | $210,000 | | Heather Harding | $40,000 | $170,000(4) | $210,000 | | David Doll | $ — | $225,000(5) | $225,000 | | Thomas Szlosek | $40,000 | $180,000(6) | $220,000 | | Eileen M. Youds | $40,000 | $170,000(7) | $210,000 | | Roger Fradin | $ — | $305,000(8) | $305,000 | | Tony Byerly | $ — | $210,000(9) | $210,000 | | Joseph F. Hanna | $ — | $210,000(10) | $210,000 |
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, 2024: (i) for serving as a director, $200,000 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 $15,000 per year, payable in the equivalent amount in RSUs; (iv) for serving as the chairperson of the Compensation Committee, an additional $15,000 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 a committee (excluding the chairpersons), 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 2024. 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.”