DEF 14A of JELD-WEN Holding, Inc., Mar 14, 2024

DEF 14A of JELD-WEN Holding, Inc.

Filed Mar 14, 2024 · FY20230001193125-24-067918

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply):

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    | ☒ | No fee required | | ☐ | Fee paid previously with preliminary materials | | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |

  3. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    March 14, 2024 DEAR FELLOW SHAREHOLDERS, Thank you for your investment in JELD-WEN Holding, Inc. Our Company’s senior management team, in close collaboration with our Board of Directors, is focused on strengthening JELD-WEN’s foundation and enabling it to reach its full financial potential. To that end, we took several actions in 2023 to improve the financial performance of the business and deliver increased value to our shareholders. To build trust with our shareholders, we are focused on consistently doing what we say. This past year we streamlined the Company, including divesting the Australasia business and using the proceeds to strengthen JELD-WEN’s balance sheet, as well as other steps to consolidate our footprint and reduce overhead. Our focus is on our two regions, North America and Europe. We are strengthening the foundation of our business by delivering on our promises, through transparency and accountability. We are taking our commitments seriously and are delivering on what we said we would do. We are managing for the long term, by taking actions now that ensure JELD-WEN will be a thriving leader in our industry. And, although there is still more work to be done, we are making progress, with a pipeline of initiatives across the Company to unlock value. With the work ahead of us, it’s essential to have the right team in place. We strengthened JELD-WEN’s senior leadership team by making several key leadership appointments in 2023 and in early 2024, including a new general counsel, chief human resources officer and chief digital and information officer, along with new leaders for Europe and North America Doors and Distribution. These leaders bring fresh perspective and deep experience that will accelerate our growth. We continue to strengthen company governance and add fresh perspectives to the Board with the addition of Michael Hilton and Antonella Franzen as directors. As a former CEO for a publicly traded global manufacturing company, Mike brings extensive leadership, operations and strategy development expertise to our Board. Antonella, as the CFO of a $6 billion business segment of a global industrial company, brings expertise in finance, strategic development and cultural transformation to our Board. JELD-WEN has a stronger operational and financial base from which to grow. As JELD-WEN continues to transform and strengthen, senior leadership and the Board are committed to unlocking JELD-WEN’s full potential for all stakeholders. Thank you for your continued investment in JELD-WEN. Sincerely,

  4. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | | | | David G. Nord Chair, Board of Directors | William J. Christensen Chief Executive Officer |

  5. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    Notice of 2024 Annual Meeting of Stockholders

  6. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Date: April 25, 2024 | Time: 8:00 a.m. EDT | Location: www.virtualshareholdermeeting.com/JELD2024 To increase accessibility, our Board of Directors has determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. At the virtual Annual Meeting, stockholders will be able to attend, vote and submit questions from any location via the Internet. |

  7. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Record Date | February 27, 2024. Only stockholders of record of the Company’s common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the meeting. | | Items of Business | • Elect ten directors to our Board of Directors • Approve an advisory resolution on the compensation of our named executive officers • Approve an advisory vote on the frequency of future advisory votes on executive compensation • Ratify PricewaterhouseCoopers LLP as our independent auditor for 2024 • Transact any other business as may properly come before the Annual Meeting | | Proxy Materials | Attached to this meeting notice is our Proxy Statement, which includes further information about the Annual Meeting and the items of business. Your vote is very important—you may vote on the Internet, by telephone or by completing and mailing a proxy card as explained in the attached Proxy Statement. | | Admission to the Meeting | To attend our virtual Annual Meeting, you will need the 16-digit control number provided on your proxy card or voting instruction form. | | Proxy Voting | Even if you plan to virtually attend the Annual Meeting, we encourage you to vote your shares by proxy prior to the meeting by Internet, telephone or mail. If you later choose to revoke your proxy or change your vote, you may do so by following the procedures described in the “Information about the Annual Meeting and Voting” section in the attached Proxy Statement. | | Access to Proxy Materials | Our Proxy Statement and Annual Report are available online at investors.jeld-wen.com.* We will mail to certain stockholders a notice of Internet availability of proxy materials, which contains instructions on how to access these materials and vote online. We expect to mail this notice and our proxy materials on or about March 14, 2024. |

  8. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    By Order of the Board of Directors, James S. Hayes, Corporate Secretary March 14, 2024 * Web links throughout the materials are provided for convenience only. Information from the Company’s website is not incorporated by reference.

  9. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | IMPORTANT INFORMATION REGARDING THE AVAILABILITY OF PROXY MATERIALS This Notice of Meeting, 2024 Proxy Statement, Proxy Card and 2023 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2023, are available at www.proxyvote.com. |

  10. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    2024 PROXY STATEMENT SUMMARY This summary highlights information about JELD-WEN Holding, Inc. and the upcoming 2024 Annual Meeting of Stockholders (the “Annual Meeting”). This summary does not contain all the information you should consider, and you should read the entire Proxy Statement carefully before voting. Unless the context otherwise requires, all references in this Proxy Statement to “JELD-WEN,” “Company,” “we,” “us” and “our” refer to JELD-WEN Holding, Inc. and its subsidiaries. Our mailing address and principal executive office is 2645 Silver Crescent Drive, Charlotte, North Carolina 28273. Our website is located at investors.jeld-wen.com. The information contained on, or that can be accessed through, our website is not a part of this Proxy Statement. How to Vote Your Shares If you were a stockholder of record as of February 27, 2024, you may cast your vote as outlined below. If you hold your shares in “street name,” you should follow the instructions provided by your bank or broker.

  11. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Internet (in advance of the Annual Meeting) Visit www.proxyvote.com and follow the instructions on your proxy card. | Phone Call 1-800-690-6903 or the number on your proxy card or voting instruction form. You will need the 16-digit control number provided on your proxy card or voting instruction form. | Mail Complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed envelope. | Internet (at the Annual Meeting) See “Questions and Answers About the Annual Meeting—How can I virtually attend the Annual Meeting?” on page 63 for details on how to access the Annual Meeting. |

  12. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | You can help us make a difference by eliminating paper proxy mailings. With your consent, we will provide all future proxy materials electronically. Instructions for consenting to electronic delivery can be found on your proxy card or at www.proxyvote.com. Your consent to receive proxy materials electronically will remain in effect until canceled. | |

  13. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    Cautionary Note Regarding Forward-Looking Statements This Proxy Statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. You can identify forward-looking statements by words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely,” “estimate,” “predict,” “potential,” “continue” or other similar expressions. Actual results may differ from those set forth in the forward-looking statements due to a variety of factors, including those contained in the Company’s Annual Report on Form 10-K and the Company’s other filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements, except as required by law.

  14. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | ii / JELD-WEN PROXY STATEMENT 2024 |

  15. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    CORPORATE GOVERNANCE HIGHLIGHTS Our Board of Directors (the “Board”) is committed to maintaining the highest standards of integrity and ethics and to the continuous improvement of our corporate governance principles and practices. The following are some highlights of our governance practices.

  16. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | BOARD GOVERNANCE AND INDEPENDENCE | | | | | | Director Resignation Policy for directors elected by less than a majority | | Mandatory Retirement age limit for non-employee directors | | | Governance Policies on clawback, anti-hedging and anti-pledging | | Annual Self-Evaluations of Board and committees | | | Independent Chair with clear duties and responsibilities | | Executive Sessions of independent directors at all Board and committee meetings | | | Majority Independent Directors and fully independent board committees | | Stock Ownership Requirements for directors and executives | | STOCKHOLDER RIGHTS | | | | | | Annual Elections of all directors | | No Super Majority voting requirements | | | Stockholder Right to call meetings | | Stockholder Right to act by written consent |

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    | BOARD NOMINEES |

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    | iii / JELD-WEN PROXY STATEMENT 2024 |

  19. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    BOARD SKILLS AND EXPERIENCE

  20. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | | CEOs and CFOs | | | Public Company Board Experience | | | Financial Experience | | | Business Development / M&A | | | Building Products Industry Experience | | | Marketing / E-commerce |

  21. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | | ESG | | | Human Capital Management / DE&I | | | IT / Cybersecurity | | | Global Experience | | | Regulatory / Government Relations |

  22. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    ESG GOVERNANCE HIGHLIGHTS At JELD-WEN, sustainability is foundational to our business as we work to protect our planet and its resources. We reported progress on our 2050 sustainability goals in our 2022 ESG report published in October 2023. We continue to pursue high standards for transparency and reporting, grounded in validated and robust external sources.

  23. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | RECOGNIZED FOR BOARDROOM DIVERSITY The Company has been honored by the 50/50 Women on Boards for raising the bar for gender diverse boards. The Company’s director nominees include four women,or 40% representation, exceeding the national average. | SUSTAINED EXCELLENCE AND MANUFACTURER OF THE YEAR JELD-WEN of Canada received ENERGY STAR® Canada awards for Sustained Excellence and for the 2023 Manufacturer of the Year in Windows and Doors. | RECOGNIZED FOR COMMITMENT TO STAKEHOLDERS JELD-WEN was recognized by Newsweek as one of America’s Most Trustworthy Companies for our commitment to our customers, associates and investors. |

  24. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | iv / JELD-WEN PROXY STATEMENT 2024 |

  25. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    VOTING MATTERS AND BOARD RECOMMENDATIONS Proposal 1: Elect ten directors to our board of directors

  26. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | | We are asking our stockholders to elect the ten director nominees listed below. |

  27. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | DIRECTOR NOMINEE | | AGE | DIRECTOR SINCE | INDEPENDENT | OTHER PUBLIC COMPANY BOARDS | COMMITTEES | | | William J. Christensen Chief Executive Officer | 51 | 2022 | | | None | | | Antonella B. Franzen Chief Financial Officer, Water & Protection, at Dupont | 48 | 2024 | | | None | | | Catherine A. Halligan Former SVP of Sales and Marketing at PowerReviews | 60 | 2022 | | | Audit Committee Compensation Committee | | | Michael F. Hilton Former President and Chief Executive Officer at Nordson Corporation | 69 | 2023 | | | Compensation Committee Governance & Nominating Committee | | | Tracey I. Joubert Chief Financial Officer of Molson Coors Beverage Company | 57 | 2021 | | | Audit Committee (Chair) Compensation Committee | | | Cynthia G. Marshall Chief Executive Officer of the Dallas Mavericks | 64 | 2021 | | | Compensation Committee Governance & Nominating Committee | | | David G. Nord, Chair Former Executive Chairman of Hubbell Incorporated | 66 | 2021 | | | None | | | Bruce M. Taten Attorney | 68 | 2014 | | | Compensation Committee (Chair) Governance & Nominating Committee | | | Roderick C. Wendt Managing Member of Spruce Street Ventures LLC | 69 | 1985 | | | None |

  28. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | v / JELD-WEN PROXY STATEMENT 2024 |

  29. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | DIRECTOR NOMINEE | | AGE | DIRECTOR SINCE | INDEPENDENT | OTHER PUBLIC COMPANY BOARDS | COMMITTEES | | | Steven E. Wynne Former Executive Vice President of Health Services Group (now Moda Health) | 71 | 2012 | | | Audit Committee Governance & Nominating Committee |

  30. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    The Board recommends that you vote FOR each director nominee.

  31. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | vi / JELD-WEN PROXY STATEMENT 2024 |

  32. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Proposal 2: Advisory vote to approve the compensation of our named executive officers |

  33. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    We are asking our stockholders to approve, on a nonbinding, advisory basis, the compensation of our named executive officers (“NEOs”) as described in the “Compensation of Executive Officers” section of this Proxy Statement beginning on page 30.

  34. EXECUTIVE COMPENSATION PRACTICES

    | OUR COMPENSATION PRACTICES INCLUDE: | OUR COMPENSATION PRACTICES DO NOT INCLUDE: | | • Base Salary and an Annual Management Incentive Plan • Long-Term Equity Incentives • Clawback Policy • Stock Ownership Requirements • Double-Trigger Vesting Upon a Change in Control • Tally Sheets and Risk Analysis | • Hedging or Pledging Stock • Options Repricing • Excessive Perquisites for Executives • Tax Gross-Ups Including Excise Taxes in Connection with a Change in Control |

  35. 2023 EXECUTIVE COMPENSATION HIGHLIGHTS

    | Base Salary | A fixed, competitive component of compensation based on duties and responsibilities. | Page 33 | | Annual Management Incentive Plan | Designed to motivate achievement of short-term performance goals by linking a portion of NEO compensation to the achievement of our operating plan. | Page 34 | | Long-Term Incentive Plan | Designed to encourage performance that creates a strong pay-for-performance alignment of the Company’s compensation program and long-term stockholder value creation. | Page 37 |

  36. COMPENSATION COMMITTEE

    Each executive officer subject to a stock ownership requirement must comply within five years of the later of the IPO or being appointed to the position and must retain 50% of all net shares (post-tax) that vest until achieving their minimum stock ownership requirement. Our directors must obtain common stock or restricted stock units (“RSUs”) with a value equivalent to five times the annual cash retainer. In addition, our directors must comply with the stock ownership requirement within five years of the later of the IPO or joining the Board and maintain such ownership. BOARD OF DIRECTORS Role of the Board of Directors The Board oversees the management of the Company’s business and affairs. Stockholders elect the members of the Board to act on their behalf and to oversee their interests. Unless reserved to the stockholders under applicable law or our Bylaws, all corporate authority resides in the Board as the representative of the stockholders. The Board selects and appoints executive officers to manage the day-to-day operations of the Company, while retaining ultimate oversight responsibilities. Together, the Board and management share an ongoing commitment to the highest standards of corporate governance and ethics. The Board reviews all aspects of our governance policies and practices, including our Corporate Governance Guidelines and the Company’s Code of Business Conduct, at least annually and makes changes as necessary. The Corporate Governance Guidelines and the Code of Business Conduct, along with all committee charters, are available in the Governance section of the Company’s website at investors.jeld-wen.com. Director Selection Process

  37. SKILLS, QUALIFICATIONS AND DIVERSITY

    SKILLS, QUALIFICATIONS AND DIVERSITY The Governance and Nominating Committee is responsible for identifying and reviewing the qualifications of potential director nominees and recommending to the Board those candidates to be nominated for election to the Board. The Governance and Nominating Committee does not apply any specific minimum qualifications when considering director nominees. Instead, the Governance and Nominating Committee considers all factors it deems appropriate, which may include, among others:

  38. SKILLS, QUALIFICATIONS AND DIVERSITY

    | • | ensuring that the Board as a whole is appropriately diverse and the extent to which a candidate would fill a present need on the Board; |

  39. SKILLS, QUALIFICATIONS AND DIVERSITY

    | • | the Board’s size and composition; |

  40. SKILLS, QUALIFICATIONS AND DIVERSITY

    | • | the Corporate Governance Guidelines and any applicable laws; |

  41. SKILLS, QUALIFICATIONS AND DIVERSITY

    | • | individual director performance, expertise, relevant business and financial experience, integrity and willingness to serve actively; |

  42. SKILLS, QUALIFICATIONS AND DIVERSITY

    | • | the number of other public and private company boards on which a director candidate serves; and |

  43. SKILLS, QUALIFICATIONS AND DIVERSITY

    | • | consideration of director nominees properly proposed by third parties with the legal right to nominate directors or by stockholders in accordance with our Bylaws and SEC rules. |

  44. SKILLS, QUALIFICATIONS AND DIVERSITY

    The Governance and Nominating Committee monitors the mix of specific experience, qualifications and skills of the directors to ensure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. In addition, meaningful skills and experiences are just one aspect of diversity that the Board highly values. Our Corporate Governance Guidelines set forth the minimum qualifications for Board members and specify that the Board consider a diversity of viewpoints, backgrounds and experience, including a consideration of gender, race, ethnicity and age. Although the Board does not establish specific goals with respect to diversity, the Board’s overall diversity is a significant consideration in the director nomination process. The Governance and Nominating Committee considers diversity in the context of the Board as a whole and takes into account considerations relating to ethnicity, gender, cultural diversity and the range of perspectives that the directors bring to their work. Stockholders may also nominate directors for election at the Company’s annual stockholders meeting by following the provisions set forth in our Bylaws and SEC rules, whose qualifications the Governance and Nominating Committee will consider and evaluate on a basis substantially similar to the basis on which it considers other nominees. ELECTION OF TEN DIRECTORS The Board has nominated ten director nominees for election at the Annual Meeting. The Governance and Nominating Committee evaluated and recommended the director nominees in accordance with its Charter and our Corporate Governance Guidelines.

  45. SKILLS, QUALIFICATIONS AND DIVERSITY

    | BOARD SKILLS AND EXPERIENCE | | | | | | | | | | | | Current or Former CEO | • | | | • | | • | • | | • | • | | Current or Former CFO | | • | | | • | | • | | | | | Public Company Board Experience | | | • | • | | • | • | • | | • | | Business Development / M&A Experience | • | • | | • | • | | • | • | • | • | | Financial Experience | • | • | | • | • | • | • | • | • | • | | Global Experience | • | • | • | • | • | • | • | • | • | • | | Building Products Industry Experience | • | | • | | | | | | • | • | | ESG Experience | | | | | | • | | • | | | | Compliance Experience | | • | | • | • | • | | • | | • | | IT / Cybersecurity Experience | | | • | | | | | | | • | | Human Capital Management / DE&I Experience | | | | | | • | | • | | | | Regulatory / Government Relations Experience | | | | | | • | | • | | • | | Marketing / E-commerce Experience | • | | • | | | | | | • | |

  46. SKILLS, QUALIFICATIONS AND DIVERSITY

    Each director nominee must be elected by a plurality of the votes cast. Based on the recommendation of the Governance and Nominating Committee, the Board has nominated the director nominees listed below for election as directors of the Company to serve a one-year term. All of the director nominees currently serve on the Board.

  47. SKILLS, QUALIFICATIONS AND DIVERSITY

    | NAME | AGE | DIRECTOR SINCE | OCCUPATION | | William J. Christensen | 51 | 2022 | Chief Executive Officer of the Company | | Antonella B. Franzen | 48 | 2024 | Chief Financial Officer, Water & Protection, at DuPont | | Catherine A. Halligan | 60 | 2022 | Former SVP of Sales and Marketing at PowerReviews | | Michael F. Hilton | 69 | 2023 | Former President and CEO of Nordson Corporation | | Tracey I. Joubert | 57 | 2021 | Chief Financial Officer of Molson Coors Beverage Company | | Cynthia G. Marshall | 64 | 2021 | Chief Executive Officer of the Dallas Mavericks | | David G. Nord | 66 | 2021 | Former Executive Chairman of Hubbell Incorporated | | Bruce M. Taten | 68 | 2014 | Attorney | | Roderick C. Wendt | 69 | 1985 | Managing Member of Spruce Street Ventures LLC | | Steven E. Wynne | 71 | 2012 | Former Executive Vice President of Health Services Group (now Moda Health) |

  48. SKILLS, QUALIFICATIONS AND DIVERSITY

    The Board has nominated ten directors for election at the Annual Meeting, to serve until the 2025 Annual Meeting of Stockholders and until their respective successors have been elected and qualified. The Board has nominated ten individuals who bring valuable and diverse skills, experiences and characteristics to the Board. Their collective experience covers a wide range of industries across the globe. Our directors range in age from 48 to 71. Four of our director nominees are women, and eight are current or former CEOs or CFOs. Further, our Board has a good balance of tenured and newer directors, with an average tenure of four years among our independent directors. The director nominees have consented to being named in this Proxy Statement and to serve as directors if elected at the Annual Meeting. We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling to serve between the date of the Proxy Statement and the Annual Meeting, the Board may designate a new nominee, and the persons named as proxies will vote on that substitute nominee, or the Board may reduce the number of directors. Each director nominee must be elected by a plurality of the votes cast. If any of our director nominees receive less than the affirmative vote of the majority of shares voted, then in accordance with the mandatory resignation policy under the Corporate Governance Guidelines, those individuals must promptly tender their resignation from the Board. The Board believes that each of the director nominees is well qualified to serve on the Board, and the backgrounds and qualifications of all the directors provide a complementary blend of experience, knowledge and abilities. See “The Board of Directors—Members of the Board of Directors” for additional information on the business experience and qualifications of each of our director nominees.

  49. SKILLS, QUALIFICATIONS AND DIVERSITY

    | | Our Board unanimously recommends that the stockholders vote “FOR” the election of all ten director nominees. |

  50. SKILLS, QUALIFICATIONS AND DIVERSITY

    Members of the Board of Directors The following sets forth, as of March 14, 2024, information about the business experience and qualifications of each nominee of the Company.

  51. SKILLS, QUALIFICATIONS AND DIVERSITY

    | | WILLIAM J. CHRISTENSEN DIRECTOR SINCE 2022 AGE 51 | | ANTONELLA B. FRANZEN DIRECTOR SINCE 2024 AGE 48 | | Director. Mr. Christensen is the Company’s chief executive officer. Mr. Christensen joined JELD-WEN in April 2022 as executive vice president and president, Europe. Previously, he held senior executive roles at REHAU AG, a Swiss-based global manufacturer, from 2016 until 2021, including as CEO and group executive board chair from 2018 until 2021. Prior to joining REHAU AG, Mr. Christensen was CEO of AFG Holding, a Swiss-based global building products manufacturer from 2014 until 2015. He spent 10 years at Geberit International AG, a Swiss-based global plumbing manufacturer, in several executive roles including group executive board member and head of international sales beginning in 2004. Mr. Christensen earned a bachelor’s degree in economics from Rollins College and an MBA from the University of Chicago’s Booth School of Business. | | Director. Ms. Franzen has served as the chief financial officer, Water & Protection, at DuPont, a multinational industrial and global innovation leader of science-based materials and solutions, since February 2022. Prior to joining DuPont, Ms. Franzen served at Johnson Controls International plc, a global leader in building products and smart, healthy and sustainable buildings, serving most recently as the vice president, chief investor relations and communications officer, from 2018 to 2022. Prior to the merger of Tyco International plc with Johnson Controls in 2016, she held various roles of increasing responsibility at Tyco from 2004 to 2016, including leading investor relations, corporate finance and external reporting. Ms. Franzen began her career with PricewaterhouseCoopers providing assurance advisory services to large multinational public companies in the industrial and pharmaceutical sectors. Ms. Franzen earned a bachelor’s degree in accounting from the College of New Jersey and is a certified public accountant. | | | Mr. Christensen brings to the Board extensive experience in the international building products industry, having served in the chief executive officer and other senior leadership roles for global manufacturing companies. His background in strategic development, sales, operations and global sourcing, and his experience as Chief Executive Officer, add great value to the Board. | | Ms. Franzen brings to the Board expertise in finance, cultural transformation, and strategic development. | | | COMMITTEES None OTHER PUBLIC BOARDS None | | COMMITTEES None OTHER PUBLIC BOARDS None | |

  52. SKILLS, QUALIFICATIONS AND DIVERSITY

    | | CATHERINE A. HALLIGAN DIRECTOR SINCE 2022 AGE 60 | | MICHAEL F. HILTON DIRECTOR SINCE 2023 AGE 69 | | Director. Ms. Halligan served as an advisor to Chanel, Inc., a fashion company, since 2014 and Narvar, Inc., a software provider, since 2013. She also served as an advisor from January to April 2012 and as senior vice president of sales and marketing at PowerReviews from 2010 to 2011 and held senior marketing and e-commerce roles at Walmart, including chief marketing officer at Walmart.com from 2005 to 2010. Prior to Walmart, Ms. Halligan also served in senior-level marketing positions in various companies including Blue Nile, Williams-Sonoma and Gymboree. She currently serves on the board of directors for three publicly traded companies: Driven Brands Holdings, Inc., Ferguson plc and Ulta Beauty, Inc. She was also a board member for FLIR Systems, Inc. and privately held Wilton Brands. Ms. Halligan earned a bachelor’s degree in finance from Northern Illinois University. | | Director. Mr. Hilton served as president and chief executive officer of Nordson Corporation, an engineering and manufacturing company, from 2010 until his retirement in 2019. Prior to joining Nordson, Mr. Hilton spent 34 years at Air Products and Chemicals, Inc., a manufacturer of industrial gases, where he held roles of increasing responsibility in a variety of staff, management and operations positions, ultimately serving as senior vice president and general manager, Electronics and Performance Materials. Mr. Hilton has a bachelor’s degree in chemical engineering and an MBA from Lehigh University. | | | Ms. Halligan provides the Board with extensive experience in strategic marketing, digital transformation, and e-commerce based on over 20 years of marketing experience with large retail and software companies. | | Mr. Hilton brings to the Board extensive leadership, operations and strategy development expertise and has a strong background in manufacturing, having served as a senior executive for a publicly traded global manufacturing company. | | | COMMITTEES Audit Compensation OTHER PUBLIC BOARDS Driven Brands Holdings, Inc. Ferguson plc Ulta Beauty, Inc. | | COMMITTEES Compensation Committee Governance and Nominating OTHER PUBLIC BOARDS Ryder System, Inc. Lincoln Electric Holdings, Inc. Regal Rexnord Corporation | |

  53. SKILLS, QUALIFICATIONS AND DIVERSITY

    | | TRACEY I. JOUBERT DIRECTOR SINCE 2021 AGE 57 | | CYNTHIA G. MARSHALL DIRECTOR SINCE 2021 AGE 64 | | Director. Ms. Joubert has served as Chief Financial Officer of Molson Coors Beverage Company since 2016. Molson Coors is a leading global brewer. Ms. Joubert was Executive Vice President and Chief Financial Officer of MillerCoors from 2012 to 2016 and served in a variety of finance leadership roles at MillerCoors since 2003. A native of South Africa, Ms. Joubert holds bachelor’s degrees in commerce and accounting from the University of the Witwatersrand in Johannesburg. She also serves on the Board of Directors of various subsidiaries of Molson Coors. | | Director. Ms. Marshall has served as the Chief Executive Officer of the Dallas Mavericks, an American professional basketball team based in Dallas, Texas since 2018. She is the Founder, President and Chief Executive Officer of the consulting firm Marshalling Resources, which specializes in leadership, diversity and inclusion, culture transformation and overall optimization of people resources. Ms. Marshall worked with The Dow Chemical Company in 2017 and 2018 to develop and implement a strategy for institutionalizing an inclusive culture. Prior to this position, Ms. Marshall retired from a 36-year career at AT&T, where she ultimately served as SVP – Human Resources and Chief Diversity Officer and was responsible for identifying and developing leaders, aligning employees with the company’s vision and priorities, overseeing major business unit HR support, performance development, employee engagement, skills transformation initiatives, EEO and Affirmative Action. Ms. Marshall graduated from the University of California-Berkeley with degrees in business administration and human resources management and holds four honorary doctorate degrees. | | | Ms. Joubert brings to the Board expertise in finance, accounting and risk management, as well as experienced leadership of a global public company. | | Ms. Marshall brings to the Board extensive experience in human capital management and culture transformation, operational and strategic planning experience and executive leadership. | | | COMMITTEES Audit (Chair) Compensation OTHER PUBLIC BOARDS None | | COMMITTEES Compensation Governance and Nominating OTHER PUBLIC BOARDS BGSF, Inc. | |

  54. SKILLS, QUALIFICATIONS AND DIVERSITY

    | | DAVID G. NORD DIRECTOR SINCE 2021 AGE 66 | | BRUCE M. TATEN DIRECTOR SINCE 2014 AGE 68 | | Chair. Mr. Nord has served as a director of JELD-WEN Holding, Inc. since 2021 and was named chair in 2022. Mr. Nord served as executive chairman and chief executive officer of Hubbell Incorporated, an international manufacturer of electrical and electronic products for a broad range of non-residential and residential construction, industrial and utility applications from June 2019 until his retirement in October 2020 and chairman, president and chief executive officer from May 2014 to June 2019. Mr. Nord holds a B.S. in business administration from the University of Hartford. | | Director. Mr. Taten served as Senior Vice President, General Counsel and Chief Compliance Officer for Cooper Industries, plc from 2008 until its merger with Eaton Corporation in November 2012. Previously, Mr. Taten was Vice President and General Counsel at Nabors Industries from 2003 until 2008 and earlier practiced law with Simpson Thacher & Bartlett LLP and Sutherland Asbill & Brennan LLP. Before attending law school, he practiced as a C.P.A. with Peat Marwick Mitchell & Co., which is now KPMG, in New York. Mr. Taten currently is a practicing attorney and private investor. He is admitted to practice law in the states of Texas and New York. Mr. Taten earned his Fundamentals of Sustainability Accounting (FSA) Credential from the Sustainability Accounting Standards Board (SASB) in 2020. Mr. Taten holds a B.S. and M.S. from Georgetown University and a J.D. from Vanderbilt University. | | | Mr. Nord brings to the Board extensive financial, operational and strategic planning experience and has a strong background in the manufacturing industry, having served as a senior executive at two global manufacturing companies. | | Mr. Taten brings experience in environmental, social and governance matters, mergers and acquisitions, tax, finance and securities offerings and compliance to the Board. | | | COMMITTEES None OTHER PUBLIC BOARDS Ryder System, Inc. | | COMMITTEES Compensation (Chair) Governance and Nominating OTHER PUBLIC BOARDS Aviat Networks, Inc. | |

  55. SKILLS, QUALIFICATIONS AND DIVERSITY

    | | RODERICK C. WENDT DIRECTOR SINCE 1985 AGE 69 | | STEVEN E. WYNNE DIRECTOR SINCE 2012 AGE 71 | | Director. Mr. Wendt is a Managing Member of Spruce Street Ventures LLC. From1980 until August 2011, Mr. Wendt worked in various legal, marketing, window manufacturing and sales positions of increasing authority at JELD-WEN until his appointment as President and Chief Executive Officer in 1992. Mr. Wendt served as Executive Chairman and Chief Executive Officer of the Company from 2011 to March 2013 and most recently was Vice Chair from January 2014 to December 2023. Mr. Wendt served as a director of the Portland Branch at the Federal Reserve Bank of San Francisco from 2009 to 2014 and as its chairman from 2013 to 2014. He also served as a member of the Economic Advisory Council at the Federal Reserve Bank of San Francisco from 2006 to 2008. He earned a B.A. from Stanford University and a J.D. from Willamette University College of Law and is a member of the Oregon State Bar. Mr. Wendt is the son of our late founder, Richard L. Wendt. | | Director. Mr. Wynne is a private investor and past Executive Vice President of Health Services Group (now, Moda Health), from July 12 to December 2023, when he retired. He joined Health Services Group in 2010 as Senior Vice President and held this role until January 2011. From January 2011 to July 2012, Mr. Wynne was Executive Vice President and Chief Marketing Officer of JELD-WEN. Prior to this, Mr. Wynne was President and Chief Executive Officer of SBI International, Ltd., the parent company of sports apparel and footwear company Fila. Additionally, from April 2002 to March 2003 he served as acting Senior Vice President and General Counsel of FLIR Systems, Inc., which was a publicly traded technology company until it was acquired by Teledyne Technologies Incorporated. Mr. Wynne is a founding partner of Portland Oregon law firm Ater Wynne LLP, which was acquired by Buchalter in 2019. Mr. Wynne received a B.A. and a J.D. from Willamette University. | | | Mr. Wendt provides helpful insight into the Company’s operations, risks and opportunities developed through his years of experience as an executive of the Company and extensive knowledge of the markets in which we operate. | | Mr. Wynne has developed a high degree of familiarity with the Company’s operations, risks and opportunities through his experience as an executive of the Company and his extensive management experience across a number of entities. | | | COMMITTEES None OTHER PUBLIC BOARDS None | | COMMITTEES Audit Governance and Nominating OTHER PUBLIC BOARDS None | |

  56. SKILLS, QUALIFICATIONS AND DIVERSITY

    Director Independence and Independence Determinations Under our Corporate Governance Guidelines and the listing standards of the NYSE, a director is not independent unless our Board affirmatively determines that the individual does not have a material relationship with us or any of our subsidiaries. Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current listing standards of the NYSE. Our Corporate Governance Guidelines require our Board to review the independence of all directors at least annually. In the event a director has a relationship with the Company that is relevant to their independence and is not addressed by the objective tests set forth in the NYSE independence definition, our Board will determine, considering all relevant facts and circumstances, whether such relationship is material. Our Board affirmatively determined that Antonella B. Franzen, Catherine A. Halligan, Michael F. Hilton, Tracey I. Joubert, Cynthia G. Marshall, David G. Nord, Suzanne L. Stefany, Bruce M. Taten and Steven E. Wynne are independent directors under the rules of the NYSE and independent directors as such term is defined in Rule 10A-3(b)(1) under the Exchange Act. Director Resignation Policy Our Corporate Governance Guidelines require any incumbent non-employee director nominee who does not receive the affirmative vote of the majority of shares voted in connection with an uncontested election to tender their resignation from the Board promptly following certification of the stockholder vote. The Governance and Nominating Committee will consider and recommend to the Board whether to accept the resignation. The Board will act on the recommendation and disclose publicly the results of its decision. Any director who tenders their offer of resignation under this policy will not participate in the deliberation or determination on whether to accept the resignation. Director Compensation Structure The Board approved a Non-Employee Director Compensation Policy that sets forth the compensation of our non-employee directors. The Governance and Nominating Committee reviews this policy on an annual basis, typically in conjunction with the annual meeting of stockholders, and recommends changes to the Board as it deems appropriate. In May 2023, the Board increased the annual RSU grant from $135,000 to $150,000. The following table describes the components of our non-employee directors’ compensation for 2023:

  57. SKILLS, QUALIFICATIONS AND DIVERSITY

    | COMPENSATION ELEMENT | COMPENSATION AMOUNT | | Annual Cash Retainer | $100,000 | | Annual Equity Retainer | $150,000 in RSUs that vest one year from the date of grant | | Board and Committee Meeting Fees | None | | Committee Chair Additional Cash Retainer* | $25,000 for the Audit Committee $18,000 for the Compensation Committee $15,000 for the Governance and Nominating Committee | | Board Chair/Independent Lead Director Additional Cash Retainer | $180,000 | | Stock Ownership Requirement** | Ownership of common stock or RSUs equivalent to five times the annual cash retainer within five years of the later of the IPO or joining the Board |

  58. SKILLS, QUALIFICATIONS AND DIVERSITY

    * Committee chair retainer paid unless such position is held by the Chair of the Board. ** As of December 31, 2023, all non-employee directors were in compliance, or on track for compliance, with the stock ownership requirement. Ms. Franzen joined the Board on March 1, 2024. Annual Cash Retainer and Committee Chair Fees Under the Non-Employee Director Compensation Policy, members of the Board who are our employees receive no additional compensation for their service on the Board. Our employee directors in 2023 were Messrs. Christensen and Wendt. Mr. Wendt resigned as an employee of the Company, effective December 31, 2023. Annual Equity Retainer In 2023, eligible non-employee directors were entitled to an annual grant of $150,000 in RSUs under the Omnibus Equity Plan, which RSUs vest one year from the date of the grant, subject to continued service on the Board through the earlier of the vesting date or the end of the director’s term. Directors who are appointed during the year will be entitled to a pro-rated RSU award. In accordance with this policy, on May 3, 2023, each of Messrs. Nord, Taten and Wynne and Mses. Halligan, Joubert, Marshall and Stefany received a grant of 11,895 RSUs. Mr. Hilton received a pro-rated RSU award when he was elected to the Board, effective August 3, 2023. 2023 Director Compensation The following table provides summary information for the year ended December 31, 2023, relating to compensation paid to or accrued by us on behalf of our directors who served in this capacity during 2023. Pursuant to the Non-Employee Director Compensation Policy approved by the Board, Messrs. Christensen and Wendt were employees of the Company and consequently did not receive any compensation for serving as directors. Mr. Christensen’s compensation is reported in the Summary Compensation Table and related compensation tables beginning on page 40.

  59. SKILLS, QUALIFICATIONS AND DIVERSITY

    | DIRECTOR | FEES EARNED OR PAID IN CASH | STOCK AWARDS(1) | ALL OTHER COMPENSATION | TOTAL | | William J. Christensen | — | — | — | — | | Antonella B. Franzen (2) | — | — | — | — | | Catherine A. Halligan | $100,000 | $150,000 | — | $250,000 | | Michael F. Hilton (3) | $41,667 | $112,500 | | $154,167 | | Tracey I. Joubert | $125,000 | $150,000 | — | $275,000 | | Cynthia G. Marshall | $100,000 | $150,000 | — | $250,000 | | David G. Nord (4) | $280,000 | $250,000 | — | $530,000 | | Suzanne L. Stefany | $115,000 | $150,000 | — | $265,000 | | Bruce M. Taten | $118,000 | $150,000 | — | $268,000 | | Roderick C. Wendt (5) | — | — | $208,000 | $208,000 | | Steven E. Wynne | $100,000 | $150,000 | — | $250,000 |

  60. SKILLS, QUALIFICATIONS AND DIVERSITY

    (1) Reflects the grant date fair value of RSUs, calculated in accordance with FASB ASC Topic 718. For 2023, the calculation is described in Note 18 — Stock Compensation in our audited financial statements for the year ended December 31, 2023 in our Annual Report on Form 10-K into which this Proxy Statement is incorporated by reference. As of December 31, 2023, each of Messrs. Taten and Wynne and Mses. Halligan, Joubert, Marshall and Stefany had 11,895 RSUs outstanding. Mr. Nord had 19,396 RSUs outstanding, and Mr. Hilton had 6,352 RSUs outstanding. (2) Ms. Franzen joined the Board on March 1, 2024. (3) Mr. Hilton joined the Board effective August 3, 2023 and, therefore, his equity grant was pro-rated. (4) Mr. Nord received a $100,000 RSU grant in February 2023 for his contributions during the CEO transition period in 2022. (5) Mr. Wendt resigned as an employee of the Company, effective December 31, 2023. In 2023, he received a salary of $200,000 and 401(k) matching contributions of $8,000. Policy Regarding Certain Relationships and Related Party Transactions Our Board has adopted a written policy providing that the Governance and Nominating Committee, or the Board upon the affirmative vote of a majority of the disinterested directors, will review and approve or ratify transactions in which we participate and in which a related party has or will have a direct or indirect material interest. Under this policy, the Governance and Nominating Committee or the Board is to obtain all information it believes to be relevant to a review and approval or ratification of these transactions. After consideration of the relevant information, the Governance and Nominating Committee or the Board is to approve only those related party transactions that it believes are in the best interests of the Company. In particular, our policy with respect to related party transactions requires our Governance and Nominating Committee or Board to consider the benefits to the Company; the impact on a director’s independence in the event the related party is a director, an immediate family member of a director or an entity in which a director has a position or relationship; the overall fairness of the transaction to both the Company and the related party; and any other matters the Governance and Nominating Committee or the Board deems appropriate. A “related party” is any person who is or was one of our executive officers, directors or director nominees or is a holder of more than 5% of our common stock, or, in each case, their immediate family members, any person sharing the household or any entity owned or controlled by any of the foregoing persons. On December 14, 2023, JELD-WEN, Inc., a subsidiary of the Company (“JW, Inc.”), entered into a Membership Interest Purchase Agreement with Spruce Street Ventures LLC (“Spruce Street”) and Harbor Isles, LLC, a subsidiary of JW, Inc. (“Harbor Isles”), in which Spruce Street acquired all the issued and outstanding membership interests of Harbor Isles, which owns certain real property in Klamath Falls, Oregon, for a purchase price of $4,000,000 (the “Harbor Isles Transaction”). Roderick Wendt, a current director of the Company, is a managing member of Spruce Street. The disinterested members of the Governance and Nominating Committee reviewed the related party transaction in accordance with the Company’s Related Party Transaction Policy and voted to approve the Harbor Isles Transaction. In connection with their review and approval, the disinterested members of the Governance and Nominating Committee and Board considered the relevant facts and circumstances, including the at arms-length terms based on a third-party valuation of the real property owned by Harbor Isles, the potential impact of the transaction on Mr. Wendt’s independence and the overall fairness to the Company of the transaction. The Governance and Nominating Committee concluded that the Harbor Isles Transaction under such terms was in the best interest of the Company. Other than as described above, in 2023, we did not enter into any new related party transactions for the covered period in which the amount involved exceeded or will exceed $120,000, and in which any of our executive officers, directors or holders of more than 5% of any class of our voting securities, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest. We have not made payments to non-employee directors, other than the fees they are entitled as described in “Director Compensation Structure” and reimbursement of expenses related to their services as a director. Compensation paid to employee directors is described in the “Summary Compensation Table” for Mr. Christensen and in “2023 Director Compensation” for Mr. Wendt. Security Ownership of Certain Beneficial Owners and Management The following table shows the number of shares of our common stock beneficially owned (as of the close of business on February 27, 2024) by each of our current directors and NEOs, as well as the number of shares beneficially owned by all of our current directors and executive officers as a group. The table also shows the number of shares of our common stock beneficially owned by each person known to us to beneficially own more than 5% of the outstanding shares of the Company. Determinations as to the identity and holdings of 5% stockholders are based upon filings with the SEC and other publicly available information. Information with respect to beneficial ownership is based upon information known to us or furnished to us by each director or executive officer, and on information reported in Schedules 13D or 13G filed with the SEC, as the case may be.

  61. SKILLS, QUALIFICATIONS AND DIVERSITY

    | | SHARES BENEFICIALLY OWNED | | | NAME OF BENEFICIAL OWNER | NUMBER OF SHARES | PERCENTAGE OF SHARES(1) | | NEOs and Directors | | | | William J. Christensen (2) | 161,927 | * | | Julie C. Albrecht (3) | 69,805 | * | | Kevin C. Lilly (4) | 77,251 | * | | James S. Hayes (5) | 26,567 | * | | Michael A. Leon | — | * | | Timothy R. Craven (6) | 44,038 | * | | Antonella B. Franzen | — | * | | Catherine A. Halligan | 8,653 | * | | Michael F. Hilton | — | * | | Tracey I. Joubert | 10,789 | * | | Cynthia G. Marshall | 10,789 | * | | David G. Nord (7) | 24,333 | * | | Suzanne L. Stefany | 30,470 | * | | Bruce M. Taten | 60,143 | * | | Roderick C. Wendt (8) | 319,807 | * | | Steven E. Wynne (9) | 65,822 | * | | All current executive officers and directors as a group (20 persons) | 891,566 | 1.03% | | 5% Beneficial Owners | | | | BlackRock, Inc. (10) | 8,583,661 | 10.1% | | The Vanguard Group, Inc. (11) | 8,862,466 | 10.40% | | Pzena Investment Management, LLC (12) | 7,347,195 | 8.6% |

  62. SKILLS, QUALIFICATIONS AND DIVERSITY

    | | SHARES BENEFICIALLY OWNED | | | NAME OF BENEFICIAL OWNER | NUMBER OF SHARES | PERCENTAGE OF SHARES(1) | | Fuller & Thaler Asset Management, Inc. (13) | 8,837,321 | 10.37% | | Turtle Creek Asset Management Inc. (14) | 13,949,920 | 16.4% |

  63. SKILLS, QUALIFICATIONS AND DIVERSITY

    * Represents beneficial ownership of approximately 1% of our outstanding common stock. (1) The percentage of beneficial ownership of our NEOs and directors, and current executive officers and directors as a group, is based on 85,974,164 shares outstanding as of February 27, 2024. (2) Includes 32,673 shares of common stock issuable upon the vesting of certain RSUs within 60 days of the record date and 73,945 shares of common stock issuable upon the exercise of currently vested options. (3) Includes 25,174 shares of common stock issuable upon the exercise of currently vested options. (4) Includes 44,105 shares of common stock issuable upon the exercise of currently vested options. (5) Includes 9,209 shares of common stock issuable upon the exercise of currently vested options. (6) Represents shares reported on a Form 4 filed on May 19, 2023. (7) Includes 20,000 shares of common stock held through the David G. Nord Revocable Trust. Mr. Nord has voting and investment control of shares held by the David G. Nord Revocable Trust, and therefore may be deemed to have beneficial ownership of such shares. (8) Includes (i) 22,340 shares of common stock held through the Company’s ESOP; (ii) 8,739 shares of common stock held through the Company’s KSOP; (iii) 227,059 shares of common stock held through the RC Wendt Revocable Trust; and (iv) 26,400 shares of common stock held through the Roderick Wendt GST Trust. Mr. Wendt is the sole trustee of the RC Wendt Revocable Trust and the Roderick Wendt GST Trust. Mr. Wendt has or shares voting and investment control of shares held by the RC Wendt Revocable Trust and the Roderick Wendt GST Trust, and therefore may be deemed to have beneficial ownership of such shares. Mr. Wendt is also the beneficiary of the RC Wendt Revocable Trust. Mr. Wendt, as trustee and beneficiary of the RC Wendt Revocable Trust, has pledged 220,000 shares of common stock in the name of People’s Bank to secure a loan obligation. (9) Includes 18,000 shares of common stock held in an investment retirement account. (10) Based solely upon information contained in the Schedule 13G/A filed with the SEC on behalf of BlackRock, Inc. on January 8, 2024, BlackRock, Inc. and certain of its affiliates have sole voting power with respect to 8,096,013 shares and sole dispositive power with respect to 8,583,661 shares beneficially owned at December 31, 2023. Their reported address is 50 Hudson Yards, New York, NY 10001. (11) Based solely upon information contained in the Schedule 13G/A filed with the SEC on behalf of The Vanguard Group, Inc. (“Vanguard”) on February 13, 2024, Vanguard and certain of its affiliates have shared voting power with respect to 99,887 shares, shared dispositive power with respect to 185,548 shares and sole dispositive power with respect to 8,676,918 shares beneficially owned at December 31, 2023. Their reported address is 100 Vanguard Blvd. Malvern, PA 19355. (12) Based solely upon information contained in the Schedule 13G/A filed with the SEC on behalf of Pzena Investment Management, LLC (“Pzena”) on February 8, 2024, Pzena and certain of its affiliates have sole voting power with respect to 6,297,743 shares and sole dispositive power with respect to 7,347,195 shares beneficially owned at December 31, 2023. Their reported address is 320 Park Avenue, 8th Floor, New York, NY 10022. (13) Based solely upon information contained in the Schedule 13G/A filed with the SEC on behalf of Fuller & Thaler Asset Management, Inc. (“Fuller”) on February 12, 2024, Fuller and certain of its affiliates have sole voting power with respect to 8,679,923 shares and sole dispositive power with respect to 8,837,321 shares beneficially owned at December 31, 2023. Their reported address is 411 Borel Avenue, Suite 300, San Mateo, CA 94402. (14) Based solely upon information contained in the Schedule 13G/A filed with the SEC on behalf of Turtle Creek Asset Management Inc. (“Turtle Creek”) on February 14, 2024, Turtle Creek and certain of its affiliates have sole voting power and sole dispositive power with respect to all shares beneficially owned at December 31, 2023. Their reported address is Scotia Plaza, 40 King Street West, Suite 5100, Toronto, Ontario M5H 3Y2 Canada. The amounts and percentages of our common stock beneficially owned are reported on the basis of rules of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days after February 27, 2024, including any shares of our common stock subject to an option that has vested or will vest within 60 days after February 27, 2024. More than one person may be deemed to be a beneficial owner of the same securities. Unless otherwise indicated above, to our knowledge, all persons listed above have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated above, the address for each person or entity listed above is c/o JELD-WEN Holding, Inc., 2645 Silver Crescent Drive, Charlotte, North Carolina 28273. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our executive officers and directors and each person who owns more than 10% of our outstanding common stock to file reports of their stock ownership and changes in their ownership of our common stock with the SEC. These same people must also furnish us with copies of these reports and make representations to us that no other reports were required. We have performed a general review of such reports and amendments thereto filed in the fiscal year ended December 31, 2023. Based solely on our review of the copies of such reports furnished to us or such representations, none of our Section 16 officers filed a late report in fiscal year 2023. However, on March 1, 2024, Mr. Wendt filed a late filing to report the disposition of shares on November 5, 2020, November 6, 2020, February 22, 2021, March 1, 2021 and June 8, 2021 (5 transactions total). COMPENSATION OF EXECUTIVE OFFICERS

  64. SKILLS, QUALIFICATIONS AND DIVERSITY

    | Reward Long-Term Growth and Profitability: | Hire and Retain World-Class Talent: | Pay for Performance: Placing a significant | Avoid Incentivizing Undue Risk: Striking an appropriate | | Rewarding executives for the achievement of long-term results aligns the interests of our NEOs with those of our stockholders, thereby providing long-term economic benefit to our stockholders. | Providing competitive financial incentives in the form of salary, bonus and benefits, and long-term equity awards allows us to attract and retain talented individuals in critical roles. | portion of compensation at-risk through inclusion of performance-based metrics incentivizes NEOs, allowing flexibility for compensation to reflect each individual’s contribution to overall performance. | balance between short-term and long-term performance permits the incorporation of risk-mitigation design features to discourage excessive risk-taking. |

  65. SKILLS, QUALIFICATIONS AND DIVERSITY

    Our executive compensation program includes base salaries and other benefits, including severance benefits, designed to attract and retain senior management talent. We also use annual cash incentive compensation and long-term equity incentives to ensure a performance-based delivery of pay that aligns, as closely as possible, the rewards to our NEOs with the long-term interests of our stockholders, while enhancing executive retention. Compensation of our NEOs is determined by the Committee, which considers feedback and recommendations from the CEO with respect to his direct reports, along with general feedback from the Committee’s compensation consultant (described below). Pay Mix The majority of target compensation for our NEOs, including the CEO, is at-risk variable compensation, with a significant portion of such compensation being equity-based compensation. This reflects the principles of our compensation philosophy: pay-for-performance through the use of at-risk variable pay, use of equity compensation to align executives’ interests with those of our stockholders, and encouragement of both appropriate outcomes and behaviors through the use of a mix of compensation elements. The following graphs set out the 2023 target total compensation elements for our CEO, Mr. Christensen, and the average of our other NEOs at the Company on December 31, 2023: Incentive Compensation Clawback Policy To promote the highest level of financial integrity and ethical behavior, and to discourage excessive risk-taking, our Committee adopted an Incentive Compensation Clawback Policy (the “Clawback Policy”) allowing the Committee to recover incentive-based compensation in the event of a restatement of our financial statements, as defined under the incentive-based compensation recovery provisions of the Dodd-Frank Act and NYSE listing standards, or specific acts of improper conduct, such as fraud, willful misconduct and violations of our Code of Business Conduct. Our Clawback Policy is available online at investors.jeld-wen.com. Use of Compensation Consultant The Committee has engaged Willis Towers Watson (“WTW”) as its independent consultant to assist the Committee in fulfilling its responsibilities, including by providing advice, research and analysis on executive compensation trends and norms; determining the composition of our peer group for purposes of compensation comparison; reviewing and analyzing peer group and industry information to assist with setting both specific elements of, and the total amount of, executive compensation; and advising on the Company’s equity plan. The Committee analyzed any relationships that WTW had with the Company, members of the Committee, executive officers and management, and concluded that, after consideration of the specific factors identified by the SEC and the NYSE that may affect the independence of compensation advisors, there were no independence or conflict-of-interest concerns related to WTW. Peer Group The Committee determines the appropriate level of both specific elements of and total compensation for our NEOs by considering numerous competitive, performance and other factors, including a comparison against a pre-selected peer group. In consultation with WTW, the Committee has identified a peer group to serve as a benchmark for determining the compensation of each of our NEOs. The Committee does not target compensation at a specific percentile within the peer or industry group. Instead, it reviews market data provided by WTW to understand how our NEOs’ total compensation compares to competitive norms. The Committee determined an appropriate peer group for purposes of compensation comparison, in consultation with WTW, by considering companies that meet all or most of the following factors: they operate in a comparable industry, they have comparable revenue and market capitalization and they are likely competitors with us for executive talent. The Committee considered each company individually, as well as the group as a whole, in determining a peer group appropriate for purposes of executive compensation comparison. Eleven of the eighteen companies included in the Company’s peer group are in the building products industry, while the remaining seven are either peers of those eleven peers or in highly aligned products or sectors. The median revenue of the peer group is likewise aligned with the Company’s anticipated revenue. The Committee also considered the size of the peer group and determined that a robust peer group was desirable to mitigate potential year-over-year volatility in data. For 2023, the Committee used the following peer group for purposes of executive compensation comparison:

  66. SKILLS, QUALIFICATIONS AND DIVERSITY

    (1) Mr. Craven is no longer with the Company. Annual Cash Incentives under the Management Incentive Plan (“MIP”) We believe it is important to motivate our NEOs to achieve short-term performance goals by linking a portion of their annual cash compensation to the achievement of our Board-approved operating plan. Toward that end, we provide an annual cash incentive award opportunity to key members of management, including our NEOs, under the terms and conditions of the Company’s MIP. The Committee establishes the target bonus opportunities and the Company performance goals for the MIP (as described in greater detail below) in February of each year based on the Board-approved operating budget, and then these targets are communicated to the MIP participants. Following the end of each fiscal year, the Committee reviews the Company’s actual financial results relative to the established MIP performance goals and determines the level of performance achieved with respect to the Company performance goals for all MIP participants. The Committee considers the level of achievement of the Company performance goals as well as the achievement of the regional or individual performance goals applicable to each NEO. The Committee approves actual cash incentive payments for each NEO following such determinations. The evaluation of a NEO’s individual performance specifically includes, among other considerations, the satisfaction of pre-established ESG metrics. Employment agreements with our NEOs establish minimum target MIP opportunities, and the Committee has discretion to assign target MIP opportunities above those levels. The Committee also establishes threshold and maximum MIP opportunities for each NEO. MIP payments are made based upon actual performance in the range between threshold and maximum achievement of performance goals. In addition, the following conditions apply:

  67. SKILLS, QUALIFICATIONS AND DIVERSITY

    | • | No payments under the MIP are made with respect to a particular performance goal if financial results are below the threshold performance level for the applicable performance goal. |

  68. SKILLS, QUALIFICATIONS AND DIVERSITY

    | • | No payments under the Regional Performance Metrics (as defined below) are made if performance under the Company Performance Metrics (as defined below) are below threshold performance levels. |

  69. SKILLS, QUALIFICATIONS AND DIVERSITY

    | • | Actual bonus payments under the MIP are subject to upward or downward adjustment at the discretion of the Committee based upon its evaluation of an NEO’s individual achievements or contributions to performance of the functions within the individual’s areas of responsibility. |

  70. COMPANY PERFORMANCE METRICS

    COMPANY PERFORMANCE METRICS Pursuant to our MIP, the Committee established Company performance goals (the “Company Performance Metrics”) based on two financial measures under our 2023 operating plan with the following weighting: For MIP purposes, the Committee uses Adjusted EBITDA as reported, as may be further adjusted for discrete items at the Committee’s sole discretion. For MIP purposes, the Committee uses Operating Cash Flow as reported, as may be further adjusted for discrete items at the Committee’s sole discretion in accordance with the terms of the MIP. For 2023, the Company Performance Metrics apply to our executives with global functional responsibilities, including Messrs. Christensen, Hayes, Lilly and Leon and Ms. Albrecht.

  71. REGIONAL PERFORMANCE METRICS

    REGIONAL PERFORMANCE METRICS The Committee determined that regional performance goals (“Regional Performance Metrics”) were appropriate for executives responsible for operations in a specific region. For 2023, in addition to the overall Company Performance Metric, the Committee established the Regional Performance Metrics based on three measurements under our 2023 operating plan with the following weighting: For MIP purposes, the Committee uses revenue as reported for the region, excluding the impact of acquisitions during the plan year, as may be further adjusted for discrete items at the Committee’s sole discretion. The Committee also uses Adjusted EBITDA as reported for the region, excluding the impact of acquisitions and divestitures during the plan year, as may be further adjusted for discrete items at the Committee’s sole discretion. The Committee uses Free Cash Flow as reported for the region, excluding the impact of acquisitions during the plan year, as may be further adjusted for discrete items at the Committee’s sole discretion.

  72. 2023 MIP RESULTS

    2023 MIP RESULTS The 2023 MIP Company and Regional Performance Metrics established by the Committee, and applicable to our NEOs, are set forth in the table below.

  73. 2023 MIP RESULTS

    | PERFORMANCE GOAL | WEIGHTING | THRESHOLD | TARGET | MAXIMUM | | | | (AMOUNTS SHOWN IN MILLIONS) | | | | Company | | | | | | Adjusted EBITDA | 50% | $345 | $380 | $435 | | Operating Cash Flow | 50% | $266 | $296 | $325 | | Regional – North America | | | | | | Company Performance | 25% | | See above | | | Regional Revenue | 15% | $3,025.9 | $3,045.4 | $3,094.9 | | Regional Adjusted EBITDA | 37.5% | $333.7 | $356.9 | $377.8 | | Regional Free Cash Flow | 22.5% | $279.5 | $308.8 | $350.5 | | Regional – Europe | | | | | | Company Performance | 25% | | See above | | | Regional Revenue | 15% | €1,117.2 | €1,184.5 | €1,216.5 | | Regional Adjusted EBITDA | 37.5% | €60.2 | €66.2 | €75.9 | | Regional Free Cash Flow | 22.5% | €36.1 | €40.2 | €44.2 |

  74. 2023 MIP RESULTS

    The results of the Company’s 2023 financial performance were measured against these pre-established performance goals that were set in February 2023 after the completion of the Company’s annual operating plan and an examination of its underlying markets, customers, strategic initiatives and general economic outlook. For 2023, the Company’s Adjusted EBITDA for MIP purposes was $452 million (as reported Adjusted EBITDA, adjusted to reflect the impact from the sale of our Australasia business in July 2023) and Operating Cash Flow for MIP purposes was $389 million (as reported Operating Cash Flow, adjusted to reflect the impact from the sale of our Australasia business in July 2023). Based on these results, the Company Performance Metrics yielded a maximum MIP payout of 200% of target. For North America, the Company reported $3,123 million in revenue, $382 million in Adjusted EBITDA and $374 million in Free Cash Flow. For Europe, the Company reported €1,099 million in revenue, €76 million in Adjusted EBITDA and €59 million in Free Cash Flow. Based on these results, the Regional Performance Metrics yielded a MIP payout of 200% of target for North America and 169% of target for Europe. The Committee awarded 2023 MIP bonuses to our NEOs as follows:

  75. 2023 MIP RESULTS

    | NAME | PAYMENT AMOUNT | PERCENTAGE OF TARGET | | William J. Christensen | $2,220,000 | 200% | | Julie C. Albrecht | $1,120,000 | 200% | | Kevin C. Lilly | $920,000 | 200% | | James S. Hayes | $600,000 | 200% | | Michael A. Leon | $380,000 | 200% | | Timothy R. Craven (1) | $0 | 0% |

  76. 2023 MIP RESULTS

    (1) Mr. Craven is no longer with the Company and was not entitled to a bonus payout under the 2023 MIP. Long-Term Incentive Plan

  77. PRE-IPO STOCK INCENTIVE PLAN

    PRE-IPO STOCK INCENTIVE PLAN We believe that long-term equity incentives are important to ensure that the interests of management remain aligned with those of our stockholders. Key management employees, including certain of our NEOs, were granted equity awards under our pre-IPO Amended and Restated Stock Incentive Plan (the “Stock Incentive Plan”), which was approved by our Board and our stockholders in 2011. As a private company, the Board generally granted equity awards under the Stock Incentive Plan only in connection with commencement of employment or significant changes in management responsibilities. From time to time, at the discretion of the Committee, equity awards were also made to recognize performance and to assist with the retention of key members of our management team, including certain of our NEOs. Effective upon our IPO, equity awards are no longer made under the Stock Incentive Plan.

  78. OMNIBUS EQUITY PLAN

    OMNIBUS EQUITY PLAN In connection with our IPO in 2017, the Board adopted and our stockholders approved the Omnibus Equity Plan, which has been amended from time to time. Equity awards granted in connection with and following our IPO were, and future equity awards will be, made under the Omnibus Equity Plan. Under the Omnibus Equity Plan, the Committee has granted and intends to continue to grant stock option and restricted stock unit (“RSU”) awards to eligible employees, and performance share units (“PSUs”) to our senior managers, including our NEOs. The Committee’s use of performance based, long-term equity awards is intended to encourage superior performance and align executives’ interests with those of stockholders, and it also takes into consideration competitive market data as well as the incentive for long-term growth and value creation in the Company’s overall pay-for-performance program.

  79. Stock Options

    Stock Options The Committee utilizes stock options as a component of executive compensation because they have value only if the Company’s share price increases and, therefore, motivate our executives to drive sustained, long-term stockholder value creation. To a lesser extent, stock options also play a role in executive retention. The Board has adopted a form of option award agreement under the Omnibus Equity Plan that generally provides for awards to vest ratably on each anniversary of the date of grant over the specified multi-year period (typically three years) following the date of grant and to have a strike price equal to the fair market value on the date of grant. It also provides for post-termination exercise periods generally consistent with those that applied to stock options granted under the Stock Incentive Plan; and for awards made after 2020, stock options continue to vest in the event of death, disability or retirement. Upon a termination for “cause,” all options, vested or unvested, are immediately forfeited.

  80. Restricted Stock Units

    Restricted Stock Units The Committee uses time-vesting RSUs as a component of executive compensation to align further our executives’ interests with those of stockholders. Because these awards typically vest after a specified period following the date of grant, they also incentivize our executives to remain in our employ. The Board has adopted a form of RSU award agreement under the Omnibus Equity Plan that generally provides for awards to vest ratably on each anniversary of the date of grant over a specified period (typically three years) following the date of grant. All unvested RSUs continue to vest in the event of termination of employment due to death, disability or retirement.

  81. Performance Share Units

    Performance Share Units Beginning in 2018, the Committee introduced PSUs as a component of executive compensation to ensure our executives’ incentives are tied directly to key drivers of stockholder value growth. PSUs also play a role in executive retention, as an NEO is required to remain employed through the applicable vesting date in order to receive the shares underlying the PSUs. The Board has adopted a form of PSU award agreement under the Omnibus Equity Plan that generally provides for awards to cliff vest after a specified period (typically three years) following the date of grant, subject to the executive’s continued employment through the vesting date. Participants will be eligible to earn a specified range (typically 0-150%) of the PSU target award based on our actual performance with respect to selected metrics for the fiscal years specified in the grant. For the PSU awards granted in February 2021, the number of shares that vest is determined by performance against pre-set, three-year performance targets for Return on Invested Capital (“ROIC”) and total shareholder return (“TSR”) relative to the Russell 3000 Index, each weighted at 50%. The Committee has the discretion to adjust the performance metrics to account for unanticipated or other significant events, including changes in the Company’s structure. The three-year ROIC was below threshold level of 11% resulting in no payout under the ROIC metric. TSR relative to the Russell 3000 index for the three-year award period was at the 28th percentile, slightly above threshold performance of the 25th percentile. As a result, the PSU awards granted on February 23, 2021 vested at 28.6% of the target. Mr. Lilly was the only NEO that held outstanding PSUs granted on February 23, 2021.

  82. Annual 2023 Long-Term Incentive Equity Awards

    Annual 2023 Long-Term Incentive Equity Awards Annually, the Committee considers long-term incentive equity awards (“LTIP Awards”) to eligible employees and members of our executive team, including our NEOs. The Committee uses a mix of long-term incentive equity awards, together with other elements of our executive compensation, to optimize the balance of long-term and short-term incentives and to avoid undue emphasis on any specific element of the incentive compensation program. In recent years, the Committee has issued LTIP Awards in the form of a combination of PSUs, RSUs and stock options (each pursuant to the Omnibus Equity Plan) to continue a strong pay-for-performance alignment of the Company’s compensation program with long-term interests of stockholders. The Committee awards equity based on a target value as a percentage of an executive’s base salary. One year prior to the annual grant, the Committee sets a range of target equity values for our executives, including our NEOs. The Committee sets a target equity value (not a range) for the roles of chief executive officer and chief financial officer. Using its reasoned business judgement, the Committee determines the executive’s final target equity value for the annual grant based on the executive’s scope of responsibility, individual evaluation of performance and potential, median market peer data provided by the Company’s compensation consultant and, in part, the recommendation of our CEO. In February 2023, the Committee determined that the target equity value (based on the grant date fair value of the total award) for our NEOs, except our CEO, should be issued using the following combination of awards: 33% stock options, 33% RSUs and 34% PSUs. The combination of equity awards for our CEO is the following: 50% PSUs, 25% RSUs and 25% stock options. For the 2023 PSU awards, the Committee selected ROIC and TSR relative to the Russell 3000 Index, each weighted at 50%, for the three-year performance period to include fiscal years 2023 through 2025. Accordingly, the Committee approved 2023 LTIP Awards to our NEOs valued as set forth below.

  83. Annual 2023 Long-Term Incentive Equity Awards

    | NAME | STOCK OPTIONS(1) | RSUs(2) | PSUs(3) | | William J. Christensen (4) | — | — | $1,700,000 | | Julie C. Albrecht | $577,493 | $577,490 | $594,995 | | Kevin C. Lilly | $303,595 | $1,283,588 | $312,793 | | James S. Hayes | — | $465,163 | — | | Michael A. Leon (5) | — | — | — | | Timothy R. Craven (6) | $263,996 | $263,993 | $271,997 |

  84. Annual 2023 Long-Term Incentive Equity Awards

    (1) All stock options have a strike price of $13.29 (the closing price of our common stock on the date of grant), vest ratably on each of the first three anniversaries of the date of grant (February 14, 2023) and expire ten years from the date of grant. (2) RSUs vest ratably on each of the first three anniversaries of the date of grant (February 14, 2023). (3) Value of PSUs issued at target. PSUs vest in a range of 0-150% of target on February 14, 2025, which is the third anniversary of the date of grant. The number of shares that vest will be determined by performance against pre-set three-year performance targets on ROIC and TSR relative to the Russell 3000 Index, each weighted 50%. (4) Mr. Christensen was granted PSUs only on February 14, 2023. He was granted RSUs and stock options in connection with his promotion to CEO in December 2022. (5) Mr. Leon joined the Company in March 2023 and did not receive an equity grant in February 2023. (6) Mr. Craven forfeited his 2023 equity grants in connection with his termination of employment on July 31, 2023.

  85. Other 2023 Long-Term Incentive Equity Awards

    Other 2023 Long-Term Incentive Equity Awards In connection with new hires and promotions, the Committee approved certain 2023 LTIP Awards to our NEOs. On March 27, 2023, the Committee awarded to Mr. Leon an RSU grant with a grant date value of $1,221,000 in connection with his hire as Senior Vice President and Chief Accounting Officer. The award is scheduled to vest 50% on the second and third anniversaries of the date of grant. On June 1, 2023, the Committee awarded to Mr. Hayes (i) PSUs with a grant date value of $199,998 at target scheduled to vest in a range of 0-150% of target on the third anniversary of the date of grant subject to pre-determined performance targets set by the Committee and (ii) stock options with a grant date value of $199,993, which will vest ratably on each of the first three anniversaries of the date of grant with an expiration on the tenth anniversary of the date of grant. Employee Benefits Our NEOs generally participate in the same retirement program as other management employees assigned at their primary work location. NEOs based in the United States participate in the Company’s 401(k) Retirement Savings Plan (the “401(k) Plan”), under which the Company will match contributions up to 4% of the lesser of base salary and the annual statutory maximum dollar amount. Our NEOs are also entitled to vacation and holiday pay in accordance with the terms of their respective employment agreements and otherwise on the same terms as other employees at their primary work location. In addition, our NEOs are eligible to participate in our medical, dental and other insurance programs in accordance with the terms and provisions of those programs in effect from time to time, and on substantially the same terms as those generally offered to other employees. Perquisites Certain NEOs received allowances for moving and relocation, as disclosed in the “Summary Compensation Table.” Section 3 – Other Compensation Information Compensation Risk Assessment The Compensation Committee meets at least quarterly to consider management’s assessment of employee and compensation risks, to monitor incentive and equity-based compensation plans and, at least annually, to review the Company’s compensation programs to confirm they are appropriately aligned with the Company’s strategic objectives and do not incentivize unnecessary or excessive risk-taking. Based on that review, the Committee has determined that no practices or policies are likely to lead to excessive risk-taking or have a material adverse effect on the Company. Compensation Committee Report The Compensation Committee has reviewed and discussed the above Compensation Discussion and Analysis. Based on its review and discussion with management, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement. Bruce M. Taten, Chair Catherine A. Halligan Michael F. Hilton Tracey I. Joubert Cynthia G. Marshall Section 4 – 2023 Compensation Tables Summary Compensation Table The following table sets forth the compensation paid to each NEO for services performed during the years ended December 31, 2021, 2022 and 2023.

  86. Other 2023 Long-Term Incentive Equity Awards

    | 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 | | William J. Christensen Chief Executive Officer | 2023 | $907,212 | — | $1,700,000 | — | $2,220,000 | $953,073 | $5,780,285 | | | 2022 | $424,253 | — | $3,274,981 | $1,274,998 | — | $34,828 | $5,009,060 | | | 2021 | — | — | — | — | — | — | — | | Julie C. Albrecht EVP & Chief Financial Officer | 2023 | $700,000 | — | $1,172,485 | $577,493 | $1,120,000 | $169,094 | $3,739,072 | | | 2022 | $309,615 | $880,000 | $2,499,989 | — | — | $74,544 | $3,764,148 | | | 2021 | — | — | — | — | — | — | — | | Kevin C. Lilly EVP, Global Transformation | 2023 | $575,000 | — | $1,596,381 | $303,595 | $920,000 | $13,200 | $3,408,176 | | | 2022 | $613,462 | $490,000 | $851,473 | $148,495 | — | $12,200 | $2,115,630 | | | 2021 | — | — | — | — | — | — | — | | James S. Hayes EVP, General Counsel & Corporate Secretary | 2023 | $457,200 | $70,000 | $665,162 | $199,993 | $600,000 | $13,200 | $2,005,555 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Michael A. Leon SVP & Chief Accounting Officer | 2023 | $285,000 | — | $1,221,000 | — | $380,000 | $4,969 | $1,890,969 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Timothy R. Craven (Former) EVP, Human Resources | 2023 | $330,000 | — | — | — | — | $1,189,209 | $1,519,209 | | | 2022 | $531,731 | $215,000 | $1,035,983 | $263,993 | — | $12,200 | $2,058,907 | | | 2021 | $465,481 | — | $518,720 | $255,494 | — | $11,600 | $1,251,295 |

  87. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  88. PAY VERSUS PERFORMANCE TABLE

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR FIRST CEO ($) (1) | COMPENSATION ACTUALLY PAID TO FIRST CEO ($) (2) | SUMMARY COMPENSATION TABLE TOTAL FOR SECOND CEO ($) (1) | COMPENSATION ACTUALLY PAID TO SECOND CEO ($) (2) | SUMMARY COMPENSATION TABLE TOTAL FOR THIRD CEO ($) (1) | COMPENSATION ACTUALLY PAID TO THIRD CEO ($) (2) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR OTHER NEOS ($) (3) | AVERAGE COMPENSATION ACTUALLY PAID TO OTHER NEOS ($) (3) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME ($ in Millions) | ADJUSTED EBITDA (5) ($ in Millions) | | | | | | | | | | | TSR($) | PEER GROUP TSR($) (4) | | | | 2023 | $5,780,285 | $10,356,491 | — | — | — | — | $2,512,596 | $3,878,398 | $80.65 | $280.14 | $62.44 | $380 | | 2022 | $5,009,060 | $3,946,571 | $9,817,054 | ($2,462,392) | $2,115,630 | $1,029,818 | $2,209,605 | ($18,863) | $41.22 | $144.32 | $45.72 | $349 | | 2021 | — | — | $7,514,917 | $5,015,829 | — | — | $1,807,233 | $1,597,083 | $112.60 | $188.32 | $168.82 | $393 | | 2020 | — | — | $8,379,512 | $8,200,281 | — | — | $2,486,573 | $3,367,679 | $108.33 | $128.34 | $91.59 | $446 |

  89. PAY VERSUS PERFORMANCE TABLE

    (1) The dollar amounts reported in these columns are the amounts of total compensation reported for William Christensen (First CEO), who served as our CEO in December 2022 and in 2023; Gary Michel (Second CEO), who served as our CEO in 2020, 2021 and 2022 until August 2022; and Kevin Lilly (Third CEO), who served as our interim CEO from August 2022 until December 2022, as such amounts are shown in the “Total” column of the Summary Compensation Table for each respective fiscal year. Refer to the CD&A in this Proxy Statement for more information, as well as the CD&A in the 2023 Proxy Statement for compensation information for our former CEOs. (2) The dollar amounts reported in these columns represent the amount of “compensation actually paid” to each of the CEOs (and, in the corresponding column, for the other NEOs (excluding the CEOs)), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to each of the CEOs (or, in the corresponding column, the other NEOs (excluding the CEOs)) during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, and as described in the table below, the following equity award adjustments (addition or subtraction from Summary Compensation Table total, as applicable) were made to each of the CEO’s and each of the other NEO’s (excluding the CEOs) total compensation for each year to determine the compensation actually paid. The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns, as applicable, in the Summary Compensation Table for the applicable fiscal year. To calculate “compensation actually paid” for our CEOs and average of our other NEOs, the following applied: (i) measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes; (ii) restricted stock units are valued based on the closing stock price on the relevant measurement date; (iii) PSUs granted in 2020 are valued with an assumed a payout factor consisting of equally weighed performance targets of Adjusted EBITDA and free cash flow, and PSUs granted in 2021, 2022 and 2023 are valued with an assumed payout factor consisting of equally weighted performance targets of ROIC and TSR, consistent with the assumptions for ASC 718 purposes; and (iv) stock options are valued using a Black-Scholes option pricing model at the relevant measurement date, using assumptions consistent with those used for the grant date fair value purposes.

  90. PAY VERSUS PERFORMANCE TABLE

    | YEAR | EXECUTIVE(S) | REPORTED SUMMARY COMPENSATION TABLE TOTAL ($) | REPORTED VALUE OF STOCK AWARDS ($) | REPORTED VALUE OF OPTION AWARDS ($) | YEAR-END FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS ($) | YEAR-OVER- YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS ($) | CHANGE IN FAIR VALUE AT VESTING DATE VERSUS PRIOR YEAR-END ($) | FAIR VALUE AT PRIOR YEAR-END OF EQUITY AWARDS THAT FAILED TO MEET VESTING CONDITIONS ($) | COMPENSATION ACTUALLY PAID ($) | | 2023 | First CEO | $5,780,285 | ($1,700,000) | — | $3,219,760 | $2,209,264 | $847,182 | — | $10,356,491 | | | Other NEOs | $2,512,596 | ($931,006) | ($216,216) | $2,085,092 | $288,651 | $139,281 | — | $3,878,398 | | 2022 | First CEO | $5,009,060 | ($3,274,981) | ($1,274,998) | $3,487,490 | — | — | — | $3,946,571 | | | Second CEO | $9,817,054 | ($4,173,903) | ($1,579,043) | — | ($2,427,012) | $1,078,890 | ($5,178,378) | ($2,462,392) | | | Third CEO | $2,115,630 | ($851,473) | ($148,495) | $378,526 | ($493,717) | $29,347 | — | $1,029,818 | | | Other NEOs | $2,209,605 | ($1,008,842) | ($236,559) | $382,486 | ($454,987) | ($10,158) | ($900,409) | ($18,863) | | 2021 | First CEO | — | — | — | — | — | — | — | — | | | Second CEO | $7,514,917 | ($4,293,108) | ($2,114,524) | $5,778,298 | ($2,101,196) | $231,441 | — | $5,015,829 | | | Third CEO | — | — | — | — | — | — | — | — | | | Other NEOs | $1,807,233 | ($713,520) | ($332,974) | $943,968 | ($170,466) | $62,842 | — | $1,597,083 | | 2020 | First CEO | — | — | — | — | — | — | — | — | | | Second CEO | $8,379,512 | ($4,355,489) | ($1,426,553) | $5,988,648 | $75,340 | ($461,177) | — | $8,200,281 | | | Third CEO | — | — | — | — | — | — | — | — | | | Other NEOs | $2,486,573 | ($1,242,795) | ($150,780) | $2,233,246 | $55,183 | ($13,748) | — | $3,367,679 |

  91. PAY VERSUS PERFORMANCE TABLE

    (3) The names of each of the other NEOs (excluding the CEOs) included for purposes of calculating the average amounts in each applicable year are as follows: (i) Messrs. Linker, Craven and Castillo and Ms. Behnia in 2020; (ii) Messrs. Linker, Guernsey, Craven and Castillo and Ms. Behnia in 2021; (iii) Messrs. Linker, Guernsey, Craven, Castillo and Krause and Mses. Albrecht and Behnia in 2022; and (iv) Messrs. Craven, Hayes, Leon and Lilly and Ms. Albrecht in 2023, as shown in the Summary Compensation Table in the Proxy Statement for each respective fiscal year. (4) For each respective fiscal year, represents the cumulative TSR of the Standard & Poor’s 1500 Building Products Index. (5) Represents Adjusted EBITDA from continuing operations for 2021, 2022 and 2023. The Company divested its Australasia business in July 2023. Adjusted EBITDA for 2020 includes the Company’s former Australasia business. See Appendix A for a reconciliation of Net Income to Adjusted EBITDA from continuing operations for 2021, 2022 and 2023 and Net Income to Adjusted EBITDA for 2020, the most directly comparable GAAP financial measure.

  92. CALCULATING THE 2023 CEO PAY RATIO

    CALCULATING THE 2023 CEO PAY RATIO To determine the CEO to median employee pay ratio, we calculated 2023 total compensation for our median employee consistent with the methodology used to calculate 2023 total compensation of our CEO in the “Summary Compensation Table” and divided it into the CEO’s total compensation. Based on this calculation, for 2023, our CEO received total annual compensation of $5,780,285 and our median employee received total annual compensation of $53,715, resulting in a CEO pay ratio of approximately 108:1. The SEC rules for identifying the median of our employees and calculating the pay ratio allow companies to use a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect a company’s employee population and compensation practices. For that reason, the pay ratio reported by other companies may not be comparable to the pay ratio reported above. ADVISORY VOTE TO APPROVE COMPENSATION OF NEOs The Board is requesting your advisory vote on our “say-on-pay” resolution. The affirmative vote of a majority of the votes cast is required to approve this proposal on a non-binding, advisory basis. The Board is committed to excellence in corporate governance and recognizes the interest our stockholders have in our executive compensation program. As part of that commitment, and in accordance with the Exchange Act, our stockholders are being asked to approve a nonbinding, advisory resolution on the compensation of our NEOs, as reported in this Proxy Statement. As described in the Compensation Discussion and Analysis, beginning on page 30 of this Proxy Statement, we believe that our executive compensation program effectively aligns the interests of our executive officers with those of our stockholders by tying a significant portion of their compensation to JELD-WEN’s performance and by providing a competitive level of compensation needed to recruit, retain and motivate talented executives critical to JELD-WEN’s long-term success. We are asking our stockholders to vote FOR, on an advisory basis, the following “say on pay” resolution: RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC, including in the Compensation Discussion and Analysis, the compensation tables and narrative discussion, is hereby approved. As an advisory vote, this proposal is not binding on the Company. However, the Compensation Committee and the Board value the opinions expressed by the Company’s stockholders on this issue and will consider the outcome of this vote when making future compensation decisions for the NEOs. Our next advisory vote on our “say-on-pay” resolution will take place at the annual meeting of stockholders held in 2025. Statement in Support Through our ongoing stockholder engagement, we receive consistent feedback that our investors favor incentive compensation arrangements tied to specific performance measures that drive long-term performance and value creation. In addition, at our annual meeting of stockholders held in 2023, 93.75% of the votes cast on our say-on-pay proposal approved the compensation we paid to our executive officers. As a result of this stockholder support of our pay-for-performance compensation structure, among other considerations, the Committee decided not to implement any significant changes to our compensation programs in fiscal 2023, but to continue to focus our compensation program to incorporate performance elements directly linked to achievement of our long-term strategic goals.

  93. CALCULATING THE 2023 CEO PAY RATIO

    | Key features of our fiscal 2023 executive compensation program were: • Approximately 34% of the annual long-term target equity opportunity for our NEOs (approximately 50% for our CEO) was delivered in the form of a performance-based stock award with payouts based on achievement against pre-established strategic performance metrics. • Metrics for our performance-based stock awards were designed to align with our key strategic initiatives that drive long-term stockholder value. • Our performance-based stock awards included a relative total stockholder return multiplier, to incentivize significant positive outperformance, thereby strengthening the alignment of the interests of our executive officers with the interests of our long-term stockholders. | Pay-for-Performance | | | 100% Annual cash incentive tied to achievement of preset financial targets 34% Long-term target equity awards were performance-based stock awards tied to strategic metrics |

  94. CALCULATING THE 2023 CEO PAY RATIO

    | | Our Board unanimously recommends that you vote “FOR” proposal 2 to approve, on an advisory basis, the compensation paid to our named executive officers. |

  95. CALCULATING THE 2023 CEO PAY RATIO

    ADVISORY VOTE TO APPROVE THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION The Board is requesting your advisory vote on our “say-on-frequency” proposal and recommending that you vote to hold on an advisory vote on executive compensation “Every Year.” In accordance with Section 14A of the Exchange Act, the Board is seeking stockholders’ views on how frequently the Company should submit future advisory “say-on-pay” votes on our executive compensation program, such as Proposal 2 of this Proxy Statement, for consideration by stockholders. Stockholders may cast an advisory vote on whether to hold future advisory “say-on-pay” votes every one, two or three years, or may abstain. The Board believes holding an annual advisory vote on executive compensation is a best corporate governance practice and is consistent with its policy of seeking regular input from stockholders on the Company’s executive compensation philosophy and practices. An annual advisory “say-on-pay” vote will allow the Company to respond most timely to vote results and stockholder feedback. As an advisory vote, this proposal is not binding but rather will provide the Compensation Committee with stockholders’ views on how frequently they desire to consider executive compensation. Although the vote is advisory, the Compensation Committee will take into account the outcome of the vote when considering how frequently the Company will submit executive compensation to a stockholders vote. Notwithstanding the outcome of the stockholders vote, the Board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders or the adoption of material changes to compensation programs.

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    | | Our Board unanimously recommends that you vote “Every Year” for proposal 3 to approve, on an advisory basis, that an advisory vote on the compensation paid to our named executive officers is held every year. |

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    AUDIT COMMITTEE MATTERS Independent Auditor’s Fees and Services The following is a description of the professional services performed and the fees billed or to be billed by PwC for the fiscal years ended December 31, 2023 and December 31, 2022.

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    | (DOLLARS IN MILLIONS) | FISCAL YEAR ENDED DECEMBER 31, 2023 | FISCAL YEAR ENDED DECEMBER 31, 2022 | | Audit Fees (1) | $7.3 | $8.3 | | Audit-Related Fees | — | — | | Tax Fees (2) | $0.4 | $0.3 | | All Other Fees | — | — | | Total | $7.7 | $8.6 |

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    (1) Audit fees consist of fees and expenses billed or to be billed by PwC associated with the annual audit of our consolidated financial statements, the review of our periodic reports, accounting consultations and audits of statutory filings for certain foreign subsidiaries. (2) Tax fees are fees and expenses billed or to be billed by PwC for domestic and international tax compliance and tax advice. Audit Committee Pre-Approval of Audit and Non-Audit Related Services of Independent Auditor The Audit Committee has adopted a Policy for Pre-Approval of Independent Auditor Services (the “Pre-Approval Policy”) outlining the scope of services that PwC may provide to the Company. The Pre-Approval Policy sets forth guidelines and procedures the Company must follow when retaining PwC to perform audit, audit-related, tax and other services. The Pre-Approval Policy also specifies certain non-audit services that may not be performed by PwC under any circumstances. Pursuant to these guidelines, the Audit Committee approves fee thresholds annually for each of these categories, and services within these thresholds are deemed pre-approved. The Audit Committee has delegated authority to the Chair of the Audit Committee to pre-approve permitted audit and non-audit services between regularly scheduled quarterly Audit Committee meetings, provided that such pre-approvals are presented to the Audit Committee at its next scheduled meeting. All fees reported above were approved pursuant to the Pre-Approval Policy. The services provided by our independent auditor and related fees are discussed with the Audit Committee, and the Pre-Approval Policy is evaluated and updated periodically by the Audit Committee. Report of the Audit Committee of the Board The Audit Committee operates under a written charter adopted by the Board. The charter is available under the Governance section on the Company’s website at investors.jeld-wen.com. The Audit Committee is responsible for the oversight of the integrity of the Company’s consolidated financial statements, the Company’s system of internal controls over financial reporting, financial risk management, the qualifications and independence of the Company’s independent auditor, the performance of the Company’s internal auditors and independent auditor, and the Company’s compliance with legal and regulatory requirements. Subject to ratification by the stockholders, the Audit Committee has the sole authority and responsibility to select, determine the compensation of, oversee, evaluate and, when appropriate, replace the Company’s independent auditor. The Audit Committee serves in an oversight capacity and is not part of the Company’s managerial or operational decision-making process. Management is responsible for the financial reporting process, including the Company’s system of internal controls, for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States and for the report on the Company’s internal control over financial reporting. The Company’s independent auditor is responsible for auditing those financial statements and expressing an opinion as to their conformity with such accounting principles and effectiveness of the Company’s internal control over financial reporting. PwC was the Company’s independent auditor in 2023. The Audit Committee’s responsibility is to oversee the financial reporting process and to review and discuss management’s report on the Company’s internal controls over financial reporting. The Audit Committee relies, without independent verification, on the information provided to it and on the representations made by management, the internal auditors and the independent auditor. During 2023, the Audit Committee, among other things:

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    | • | Reviewed and discussed the Company’s quarterly earnings releases, Quarterly Reports on Form 10-Q and Annual Report on Form 10-K, including the consolidated financial statements; |

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    | • | Reviewed and discussed the Company’s policies and procedures for financial risk assessment and financial risk management and the major financial risk exposures of the Company and its business units, as appropriate; |

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    | • | Reviewed and discussed the annual plan and the scope of work of the internal auditors for 2023 and summaries of the significant reports to management by the internal auditors; |

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    | • | Reviewed and discussed with management the plans and progress against those plans for remediating any significant deficiencies in internal controls; |

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    | • | Reviewed and discussed with management policies with respect to risk assessment and risk management; |

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    | • | Provided input to the Compensation Committee regarding performance of key finance, internal control and risk management personnel; |

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    | • | Reviewed and discussed with management their reports on the Company’s policies regarding applicable legal and regulatory requirements; |

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    | • | Reviewed and approved the Audit Committee’s charter; and |

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    | • | Met regularly with the Chief Financial Officer, Chief Accounting Officer, General Counsel, Chief Compliance Officer, the independent auditor and the internal auditors in separate executive sessions. |

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    The Audit Committee has reviewed and discussed with management, the internal auditors and the independent auditor the audited consolidated financial statements for the year ended December 31, 2023 and the critical accounting policies that are set forth in the Company’s Annual Report on Form 10-K. The Audit Committee discussed with PwC matters that independent auditors must discuss with audit committees under generally accepted auditing standards and standards of the Public Company Accounting Oversight Board (the “PCAOB”), including, among other things, matters related to the conduct of the audit of the Company’s consolidated financial statements and the matters required to be discussed by Auditing Standard No. 1301 “Communications with Audit Committees,” as adopted by the PCAOB. This review included a discussion with management and the independent auditor of the quality (not merely the acceptability) of the Company’s accounting principles, the reasonableness of significant estimates and judgments, and the disclosures in the Company’s consolidated financial statements, including the disclosures related to critical accounting policies. PwC also provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB and represented that it is independent from the Company. The Audit Committee discussed with PwC its independence from the Company and considered whether services it provided to the Company beyond those rendered in connection with its audit of the Company’s annual consolidated financial statements included in its Annual Report on Form 10-K and reviews of the Company’s interim condensed consolidated financial statements included in its Quarterly Reports on Form 10-Q were compatible with maintaining its independence. The Audit Committee also reviewed and pre-approved, among other things, the audit, audit-related, tax and other services performed by the independent auditor. The Audit Committee received regular updates on the amount of fees and scope of audit, audit-related, tax and other services provided. Based on the Audit Committee’s review and these meetings, discussions and reports discussed above, and subject to the limitations on its role and responsibilities referred to above and in the Audit Committee charter, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements for the year ended December 31, 2023 be included in the Company’s Annual Report on Form 10-K for filing with the SEC. The Audit Committee also selected PwC as the Company’s independent auditor for the year ending December 31, 2024, which it believes is in the best interest of the Company and its stockholders, and is presenting that selection to stockholders for ratification at the meeting. Members of the Audit Committee of the Board: Tracey I. Joubert, Chair Catherine A. Halligan Suzanne L. Stefany Steven E. Wynne RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR FOR 2024 The Audit Committee has selected PwC as JELD-WEN’s independent auditor for 2024. As a matter of good corporate governance and because the Board considers the selection of the independent auditor to be an important matter of stockholder concern, the Board asks that stockholders ratify the selection of PwC as the Company’s independent auditor. The affirmative vote of a majority of the votes cast is required to approve this proposal. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditor retained to audit JELD-WEN’s financial statements and internal controls over financial reporting. The Committee conducts a comprehensive annual evaluation of the independent auditor’s qualifications, performance and independence. The Committee considers whether the independent auditor should be rotated and considers the advisability and potential impact of selecting a different independent auditor. In evaluating and selecting the Company’s independent auditor, the Audit Committee considers, among other things, historical and recent performance of the current independent audit firm, an analysis of known significant legal or regulatory proceedings related to the firm, external data on audit quality and performance, including recent PCAOB reports, industry experience, audit fee revenues, firm capabilities and audit approach, and the independence and tenure of the audit firm. The Audit Committee selected, and the Board ratified the selection of, PwC to serve as our independent auditor for 2024. PwC has been JELD-WEN’s auditor since 2000. In accordance with SEC rules and PwC policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit services to our company. For lead and concurring review audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of the lead audit partner under this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Committee and with management. Due to the rotation requirements, JELD-WEN engaged a new audit partner at PwC in 2023. The Audit Committee and the Board believe that the continued retention of PwC as our independent auditor is in the best interests of JELD-WEN and our stockholders, and we are asking our stockholders to ratify the selection of PwC as our independent auditor for 2024. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of PwC to our stockholders for ratification because we value our stockholders’ views on JELD-WEN’s independent auditor and as a matter of good corporate practice. In the event that our stockholders fail to ratify the selection, it will be considered a recommendation to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee may in its discretion select a different independent auditor at any time during the year if it determines that such a change would be in the best interests of JELD-WEN and our stockholders. We expect representatives of PwC to attend the Annual Meeting and be available to answer questions. They also will have the opportunity to make a statement if they desire to do so.

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    | | Our Board unanimously recommends that you vote “FOR” the ratification of PwC as the Company’s independent auditor for 2024. |

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    INFORMATION ABOUT THE ANNUAL MEETING AND VOTING Questions and Answers About the Annual Meeting Why am I receiving these materials? You are receiving these materials because, at the close of business on February 27, 2024 (the “Record Date”), you owned shares of the Company’s common stock, $0.01 par value per share. All stockholders of record on the Record Date are entitled to virtually attend and vote at the Annual Meeting. Each share of our common stock is entitled to vote at the Annual Meeting. As of the Record Date, we had 85,974,164 shares of common stock outstanding. With respect to all matters submitted for vote at the Annual Meeting, each share of common stock is entitled to one vote. What is a proxy? A “proxy” is your legal designation of another person to vote the stock you own in the manner you direct. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. All shares represented by valid proxies received and not revoked before the Annual Meeting will be voted at the Annual Meeting in accordance with the stockholder’s specific voting instructions. The Board is soliciting proxies for use at the Annual Meeting and has designated James Hayes and Willie White to serve as proxies for the Annual Meeting, or any postponements or adjournments of the meeting. We have retained Innisfree M&A Incorporated for a fee of $15,000, plus reasonable out-of-pocket expenses, to help us solicit proxies from brokers, bank nominees and other institutional owners. Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? The SEC rules allow companies to choose the method for delivery of proxy materials to stockholders. The Company has elected to mail a Notice of Internet Availability of Proxy Materials, rather than send a full set of these materials in the mail. The Notice of Internet Availability of Proxy Materials were sent to stockholders beginning on or about March 14, 2024, and the proxy materials were posted in the Financials section of the Company’s website, investors.jeld-wen.com, and on the website referenced in the Notice of Internet Availability of Proxy Materials on or around the same day. Utilizing this method of proxy delivery expedites receipt of proxy materials by the Company’s stockholders and lowers the Company’s costs. All stockholders will have the ability to access, and receive instructions on how to access, the proxy materials over the Internet or request a printed set of the proxy materials, if desired. The Notice of Internet Availability of Proxy Materials also provides instructions on how to vote using the Internet. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. What is the difference between holding shares as a stockholder of record and as a beneficial owner? Stockholders of Record. If your shares are registered in your name with our transfer agent, Equiniti Trust Company, LLC, you are a stockholder of record with respect to those shares and the Notice of Internet Availability of Proxy Materials or the proxy materials were sent directly to you by Broadridge Financial Solutions, Inc. (“Broadridge”). Beneficial Owners. If you hold your shares in an account at a bank or broker, then you are the beneficial owner of shares held in “street name.” The Notice of Internet Availability of Proxy Materials or proxy materials were forwarded to you by your bank or broker, who is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your bank or broker on how to vote the shares held in your account. How can I access the proxy materials for the Annual Meeting? Stockholders may access the proxy materials, which include the Notice of Annual Meeting of Stockholders, Proxy Statement (including a form of proxy card) and 2023 Annual Report on the Internet at www.proxyvote.com. You can also request a paper copy of the proxy materials be mailed to you free of charge via the Internet (at www.proxyvote.com), by telephone (toll-free at 800-579-1639) or by sending an email to sendmaterial@proxyvote.com and referencing the 16-digit number on the Notice of Internet Availability of Proxy Materials that you received. Instead of receiving future copies of our proxy materials by mail, you can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save the cost of producing and mailing documents to your home or business, will give you an electronic link to the proxy voting site and will help preserve environmental resources. Stockholders of Record. You may elect to receive future proxy materials electronically at www.proxyvote.com. Beneficial Owners. If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive the proxy materials electronically. Please check the information provided in the proxy materials you receive from your bank or broker regarding the availability of this service. What matters am I voting on, how may I vote on each matter, and how does the Board recommend that I vote on each matter? The below table sets forth each of the matters you are being asked to vote on, the standard for determining the outcome of the vote, how you may vote on each proposal and how the Board recommends that you vote on each proposal. Virtual attendance at our Annual Meeting constitutes presence in person for purposes of the vote required under our Bylaws.

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    | MATTER TO BE VOTED UPON | HOW MAY I VOTE? | HOW DOES THE BOARD RECOMMEND THAT I VOTE? | | 1. The election of ten director nominees identified in this Proxy Statement as described in Proposal One. Each director must be elected by a plurality of the votes cast. A plurality means that the nominees with the largest number of votes “FOR” are elected as directors up to the maximum number of directors to be elected at the Annual Meeting. | You may (i) vote FOR the election of all director nominees named herein; (ii) WITHHOLD authority to vote for all such director nominees; or (iii) vote FOR the election of some director nominees and WITHHOLD authority to vote for specific director nominees by so indicating in the space provided on the proxy. If you WITHHOLD your vote, your shares will not be considered to have been voted and will have no effect on the vote on this matter. | The Board recommends that you vote FOR all ten director nominees. | | 2. The approval, on a nonbinding, advisory basis, of the compensation of our named executive officers. The affirmative vote of a majority of the votes cast affirmatively or negatively is required to approve this advisory proposal, meaning that only votes cast “FOR” or “AGAINST” the proposal will be counted in determining the outcome. | You may vote FOR or AGAINST the advisory vote on the compensation of our named executive officers, or you may indicate that you wish to ABSTAIN from voting on the matter. An abstention will have no effect on the vote on this matter. | The Board recommends that you vote FOR the approval, on an advisory basis, of the Company’s executive compensation. | | 3. The approval, on a nonbinding, advisory basis, the frequency of future advisory votes on executive compensation. The frequency receiving the most votes cast (the plurality) will be deemed to be the frequency preferred by the stockholders on this advisory proposal. | You may vote for the Company to seek an advisory vote on executive compensation EVERY YEAR, TWO YEARS, or THREE YEARS, or you may indicate that you wish to ABSTAIN from voting on the matter. An abstention will have no effect on the vote on this matter. | The Board recommends that you vote for the Company to seek an advisory vote on executive compensation EVERY YEAR. | | 4. The ratification of PwC as the Company’s independent auditor for 2024. The affirmative vote of a majority of the votes cast affirmatively or negatively is required to approve this proposal, meaning that only votes cast “FOR” or “AGAINST” the proposal will be counted in determining the outcome. | You may vote FOR or AGAINST the ratification of PwC, or you may indicate that you wish to ABSTAIN from voting on the matter. An abstention will have no effect on the vote on this matter. | The Board recommends that you vote FOR the ratification of PwC as the Company’s independent auditor for 2024. |

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    Other matters that may properly come before the Annual Meeting may require more than a majority vote under the laws of Delaware or other applicable laws. How do I vote if I am a stockholder of record? As a stockholder of record, you may vote your shares in any one of the following ways:

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    | • | Call the toll-free number shown on the proxy card; |

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    | • | Vote, in advance of the Annual Meeting, on the Internet on the website shown on the proxy card; |

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    | • | Mark, sign, date and return the enclosed proxy card in the postage-paid envelope; or |

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    | • | Vote online at the Annual Meeting by following the instructions at www.virtualshareholdermeeting.com/JELD2024. |

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    Whether or not you plan to virtually attend the Annual Meeting, we urge you to vote. Returning the proxy card or voting by telephone or online in advance of the Annual Meeting will not affect your right to virtually attend the Annual Meeting and vote online at the Annual Meeting. How do I vote if I am a beneficial owner? As the beneficial owner, you have the right to direct your bank or broker how to vote your shares by following the instructions that your bank or broker sent to you. You will receive, or be provided access to, proxy materials and voting instructions for each account that you have with a bank or broker. As a beneficial owner, if you wish to change the directions that you have provided your bank or broker, you should follow the instructions that your bank or broker sent to you. As a beneficial owner, you are also invited to virtually attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Annual Meeting unless you obtain in advance a signed legal proxy from your bank or broker giving you the right to vote the shares and follow the instructions at www.virtualshareholdermeeting.com/JELD2024. What if I return my proxy card or vote by Internet or phone but do not specify how I want to vote? Stockholders of Record. If you are a stockholder of record and sign and return your proxy card or complete the online or telephone voting procedures, but do not specify how you want to vote your shares, we will vote them in accordance with the recommendations of the Board, as follows:

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    | • | FOR the election of the ten director nominees; |

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    | • | FOR the approval, on an advisory basis, of the compensation of our named executive officers; |

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    | • | FOR the Company seeking an advisory vote on executive compensation EVERY YEAR; and |

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    | • | FOR the ratification of PwC as our independent auditor for 2024. |

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    Beneficial Owners. If you sign your voting card with no further instructions and you are a beneficial owner, then please see the response to the question immediately below for a description of how your shares will be voted. What is the effect of broker non-votes, abstentions and withheld votes? Under the rules of the NYSE, if you are a beneficial owner of shares held in street name, your bank or broker has discretion to vote only on certain “routine” matters without your voting instructions. The only “routine” proposal you are being asked to vote on at the Annual Meeting is the ratification of PwC as the Company’s independent auditor for the fiscal year ending December 31, 2024 (Proposal Four). Your bank or broker will not be permitted to vote your shares on any of the other proposals at the Annual Meeting unless you provide proper voting instructions. Accordingly, stockholders are urged to give their bank or broker instructions on voting their shares on all matters. Our Bylaws require that elections of directors (Proposal One) be determined by a plurality of the votes cast. Abstentions, withheld votes and broker non-votes have no effect on the proposal for the election of directors. Any non-employee director nominee who does not receive the affirmative vote of the majority of votes cast must promptly tender their resignation from the Board. The frequency of future advisory votes on executive compensation (Proposal Three) will be determined by a plurality of the votes cast. The affirmative vote of a majority of the votes cast affirmatively or negatively is required to approve the compensation of the Company’s named executive officers on an advisory basis (Proposal Two) and the ratification of PwC as the Company’s independent auditor for the fiscal year ending December 31, 2024 (Proposal Four). Abstentions and broker non-votes will have no effect on the outcome of Proposals Two, Three and Four. How do I vote Plan Shares? If you are a participant in the JELD-WEN Employee Stock Ownership and Retirement Plan (“ESOP”) and/or JELD-WEN KSOP (“KSOP”; together with the ESOP, each a “Plan”), you will receive a voting card that will permit you to instruct the administrator of the Plan how to vote the shares of common stock credited to your account(s) and held in a Plan on February 27, 2024. The administrator, as custodian of the Plan’s assets and stockholder of record, will vote these shares in accordance with your instructions to the Plan administrator. The Plan administrator will vote uninstructed shares proportionally to vote instructions received. What can I do if I change my mind after I vote? Stockholders of Record. If you are a stockholder of record, you can revoke your proxy before it is exercised by:

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    | • | Written notice of revocation to JELD-WEN Holding, Inc., 2645 Silver Crescent Drive, Charlotte, North Carolina 28273, Attention: Corporate Secretary; |

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    | • | Timely delivery of a valid, later-dated proxy or a later-dated online vote or vote by telephone; or |

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    | • | Virtually attending the Annual Meeting and voting electronically by ballot online by following the instructions at www.virtualshareholdermeeting.com/JELD2024. |

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    Beneficial Owners. If you are a beneficial owner of shares but not the stockholder of record, you may submit new voting instructions by contacting your bank or broker. You may also vote online at the Annual Meeting if you obtain a legal proxy as described in the answer to the question “How do I vote if I am a beneficial owner?” above. All shares represented by valid proxies received and not revoked will be voted at the Annual Meeting in accordance with the stockholder’s specific voting instructions. How can I virtually attend the Annual Meeting? You are entitled to virtually attend the Annual Meeting only if you were a stockholder of record as of the Record Date or you hold a valid legal proxy for the Annual Meeting as described in the answer to the previous question, by logging in at www.virtualshareholdermeeting.com/JELD2024. To log in, you will need the 16-digit control number provided on your proxy card or voting instruction form. Attendees will be required to comply with meeting guidelines and procedures available at www.virtualshareholdermeeting.com/JELD2024. What votes need to be present to hold the Annual Meeting? Under our Bylaws, a quorum will exist at the Annual Meeting if stockholders holding a majority of the shares entitled to vote at the Annual Meeting are present in person or by proxy. Stockholders of record who return a proxy or vote in person at the meeting will be considered part of the quorum. Abstentions, withheld votes and broker non-votes are counted as “present” for determining a quorum. Virtual attendance at our Annual Meeting constitutes presence in person for purposes of quorum at the meeting. Who will count the votes? American Election Services, LLC (“AES”) will act as the inspector of elections and count the votes. Where can I find the voting results? We will announce the preliminary voting results at the Annual Meeting. We will also publish voting results in a current report on Form 8-K that we will file with the SEC after the Annual Meeting. If on the date of this Form 8-K filing the inspector of election for the Annual Meeting has not certified the voting results as final, we will note in the filing that the results are preliminary and publish the final results in a subsequent amendment on Form 8-K/A filing within four business days after the final voting results are known. Who will pay the costs of soliciting these proxies? We will bear the entire cost of solicitation of proxies, including preparation, assembly, printing and mailing of the Notice of Internet Availability of Proxy Materials, or a full set of the proxy materials (including the Proxy Statement, the 2023 Annual Report and proxy card), as applicable, and any additional information furnished to stockholders. Broadridge will assist us in distribution of the proxy materials and AES will provide voting and tabulation services for the Annual Meeting. We may reimburse banks, brokers, custodians and nominees for their reasonable costs of forwarding proxy materials to beneficial owners. Original solicitation of proxies may be supplemented by electronic means, mail, facsimile, telephone or personal solicitation by our directors, officers or other employees. No additional compensation will be paid to our directors, officers, or other employees for such services. Are you “householding” for stockholders sharing the same address? The SEC’s rules permit us to deliver a single copy of the Notice of Internet Availability of Proxy Materials, or a full set of the proxy materials, as applicable, to an address that two or more stockholders share. This method of delivery is referred to as “householding” and can significantly reduce our printing and mailing costs. It also reduces the volume of mail that you receive. We will deliver only one Notice of Internet Availability of Proxy Materials, or a full set of the proxy materials (including the Proxy Statement, the 2023 Annual Report and proxy card with postage-paid envelope), as applicable, to multiple registered stockholders sharing an address, unless we receive instructions to the contrary from one or more of the stockholders at the address or telephone number below. If printed copies of proxy materials are requested, we will still send each stockholder an individual proxy card. If you did not receive an individual copy of the Notice of Internet Availability of Proxy Materials, or a full set of the proxy materials, as applicable, we will send copies to you if you contact us at JELD-WEN Holding, Inc., 2645 Silver Crescent Drive, Charlotte, North Carolina 28273, Attention: Corporate Secretary or by telephone at (877) 592-7575. If you and other residents at your address received multiple copies of the Notice of Internet Availability of Proxy Materials and desire to receive only a single copy of these materials, you may contact your bank or broker or contact us at the above address or telephone number. What is the deadline for stockholders to propose actions for consideration at the 2025 Annual Meeting of Stockholders? Stockholder Proposals to be Considered for Inclusion in the Company’s 2025 Proxy Materials. To be considered for inclusion in our proxy statement for our 2025 Annual Meeting of Stockholders, stockholder proposals submitted pursuant to SEC Rule 14a-8 must be received by or before close of business on Thursday, November 14, 2024 and be submitted in accordance with Rule 14a-8 and the Company’s Bylaws. These stockholder proposals must be in writing and received by the deadline described above at our principal executive offices at JELD-WEN Holding, Inc., 2645 Silver Crescent Drive, Charlotte, North Carolina 28273, Attention: Corporate Secretary. If we do not receive a stockholder proposal by the deadline described above, the proposal may be excluded from our proxy statement for our 2025 Annual Meeting of Stockholders. Other Stockholder Proposals for Presentation at the 2025 Annual Meeting of Stockholders. A stockholder proposal that is not submitted for inclusion in our 2025 proxy materials but is instead intended to be presented at the 2025 Annual Meeting of Stockholders, or that intends to submit a candidate for nomination as director at the 2025 Annual Meeting of Stockholders, must comply with the “advance notice” deadlines in our Bylaws. As such, notice of such business or nominations must be delivered to the Company not later than the close of business on the 45th day, nor earlier than the close of business on the 75th day, prior to the one-year anniversary of March 14, 2024, the date on which the 2024 Proxy Materials were first mailed, as set forth more fully in our Bylaws, and must comply with the other requirements set forth in our Bylaws. Such notices must be in writing and received within the “advance notice” deadlines described above at our principal executive office: JELD-WEN Holding, Inc., 2645 Silver Crescent Drive, Charlotte, North Carolina 28273, Attention: Corporate Secretary. Whom should I call if I have any questions? If you have any questions about your ownership of Company voting stock, please contact our transfer agent at: Equiniti Trust Company, LLC 48 Wall Street, Floor 23 New York, New York 10005 Internet: www.equiniti.com Telephone: (800) 468-9716 Email: helpAST@equiniti.com (reference JELD-WEN Holding, Inc. in the subject line) If you have any questions about voting or the Annual Meeting, please contact the Company’s Shareholder Services team at: JELD-WEN Holding, Inc. Shareholder Services 2645 Silver Crescent Drive Charlotte, North Carolina 28273 Toll Free: (877) 592-7575 Fax: (704) 246-5009 Email: ShareholderServices@jeldwen.com Incorporation by Reference

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    The Audit Committee Report and the Compensation Committee Report shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any future filing under the Securities Act or Exchange Act, except to the extent that we specifically incorporate it by reference into such filing. In addition, the information contained on, or that can be accessed through, our website is not part of this Proxy Statement and references to our website addresses in this Proxy Statement are inactive textual references only. Access to Reports and Other Information We file or furnish our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and other documents electronically with the SEC under the Exchange Act. You may obtain such reports from the SEC’s website at www.sec.gov. Our website is investors.jeld-wen.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and other documents filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available on our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our Corporate Governance Guidelines, Code of Business Conduct and Board committee charters are also available on our website. We will provide, free of charge, a copy of any of our corporate documents listed above upon written request to JELD-WEN Holding, Inc. Attention: Corporate Secretary, at 2645 Silver Crescent Drive, Charlotte, North Carolina 28273. References to our website in this Proxy Statement are inactive textual references only and the contents of our website are not incorporated by reference into this Proxy Statement for any purpose. List of Company Stockholders A list of our stockholders as of February 27, 2024, the record date for the Annual Meeting, will be available for inspection at our corporate headquarters during ordinary business hours throughout the 10-day period prior to the Annual Meeting. To access the list of stockholders during the Annual Meeting, please visit www.virtualshareholdermeeting.com/JELD2024 and enter the control number provided on your proxy card or voting instruction form. Other Matters That May Come Before the Annual Meeting We do not know of any other matters that will be considered at the Annual Meeting. However, if any other proper business should come before the meeting, the persons named on the proxy card will have discretionary authority to vote according to their best judgment to the extent permitted by applicable law. APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES Reconciliations of Net Income to Adjusted EBITDA from continuing operations are as follows:

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    | | YEAR ENDED | | | | (AMOUNTS IN THOUSANDS) | 2023 | 2022 | 2021 | | Income from continuing operations, net of tax | $25,235 | $12,223 | $131,322 | | Income tax expense (1) | 63,339 | 18,041 | 19,636 | | Depreciation and amortization (2) | 134,996 | 113,132 | 116,355 | | Interest expense, net | 72,258 | 82,505 | 76,788 | | Special items: | | | | | Net legal and professional expenses and settlements (3) | 28,184 | (287) | 15,598 | | Goodwill impairment (4) | — | 54,885 | — | | Restructuring and asset related charges (5) | 35,741 | 17,622 | 2,556 | | Other facility closure, consolidation, and related costs and adjustments (6) | 2,237 | 18,891 | 2,326 | | M&A related costs (7) | 6,575 | 9,752 | 5,206 | | Net (gain) loss on sale of property and equipment (8) | (10,523) | (8,036) | 2,086 | | Loss on extinguishment of debt (9) | 6,487 | — | 1,342 | | Share-based compensation expense (10) | 17,477 | 14,577 | 19,988 | | Pension settlement charge (11) | 4,349 | — | — | | Non-cash foreign exchange transaction/translation loss (income) (12) | 595 | 12,437 | (10,421) | | Other special items (13) | (6,511) | 3,105 | 9,992 | | Adjusted EBITDA from continuing operations | $380,439 | $348,847 | $392,774 |

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    (1) Income tax expense in twelve months ended December 31, 2023 includes an increase in valuation allowance against foreign net operating loss carryforwards of $30.0 million. (2) Depreciation and amortization expense in the year ended December 31, 2023 includes accelerated amortization of $14.1 million in Corporate and unallocated costs for an ERP system that we intend to not utilize upon completion of the JW Australia Transition Services Agreement period. In addition, the year ended December 31, 2023 includes accelerated depreciation of $9.1 million in North America from reviews of equipment capacity optimization. (3) Net legal and professional expenses and settlements include: (i) in the year ended December 31, 2023, $26.1 million in strategic transformation expenses; (ii) in the year ended December 31, 2022, ($10.5) million of income resulting from a legal settlement, partially offset by $3.9 million in legal expenses relating primarily to litigation, and $3.8 million in strategic transformation expenses; (iii) in the year ended December 31, 2021, $14.4 million in legal fees and settlements relating primarily to litigation. (4) Goodwill impairment consists of goodwill impairment charges associated with our Europe reporting unit. (5) Represents severance, accelerated depreciation, equipment relocation and other expenses directly incurred as a result of restructuring events. The restructuring charges primarily relate to charges incurred to change the operating structure, eliminate certain roles, and close certain manufacturing facilities in our North America and Europe segments. (6) Other facility closure, consolidation, and related costs and adjustments that do not meet the U.S. GAAP definition of restructuring, primarily related to the closure of certain facilities. (7) M&A related costs consists primarily of legal and professional expenses related to the planned disposition of Towanda. (8) Represents net (gain) loss on sales of property and equipment, primarily in the United Kingdom, Australia, and Klamath Falls, Oregon in the year ended December 31, 2023, and Phoenix, Arizona in the year ended December 31, 2022. (9) Loss on extinguishment of debt of $6.5 million is related to the redemption of $250.0 million of our 6.25% Senior Secured Notes and $200.0 million of our 4.63% Senior Notes. (10) Represents non-cash equity-based compensation expense related to the issuance of share-based awards. (11) Represents a settlement loss associated with our U.S. defined benefit pension plan resulting from a one-time lump sum payment offered to pension plan participants. Refer to Note 26 - Employee Retirement and Pension Benefits in our 2023 Form 10-K for additional information. (12) Non-cash foreign exchange transaction/translation loss (income) primarily associated with fair value adjustments of foreign currency derivatives and revaluation of intercompany balances. (13) Other special items not core to ongoing business activity include: (i) in the year ended December 31, 2023, ($3.1) million in income from short-term investments as well as forward contracts related to the JW Australia divestiture in Corporate and unallocated costs, and ($2.8) million in adjustments to compensation and non-income taxes associated with exercises of legacy equity awards in our Europe segment; (ii) in the year ended December 31, 2022, $3.3 million relating primarily to exit costs for executives in Corporate and unallocated costs, and ($2.0) million relating to a credit received for overpayment of utility expenses in our North America segment; and (iii) in the year ended December 31, 2021, $4.2 million in compensation and taxes associated with exercises of legacy equity awards in our Europe segment, and $3.8 million in expenses related to environmental matters and $1.3 million in expenses related to fire damage and downtime at one of our facilities in our North America segment. Reconciliation of Net Income to Adjusted EBITDA for 2020 is as follow:

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    | | YEAR ENDED | | (AMOUNTS IN THOUSANDS) | 2020 | | Net income (1) | $91,586 | | Income tax expense | 25,089 | | Depreciation and amortization | 134,623 | | Interest expense, net | 74,800 | | Goodwill impairment | — | | Restructuring and asset related charges, net | 10,469 | | Net (gain) loss on sale of property and equipment | (4,153) | | Share-based compensation expense | 16,399 | | Non-cash foreign exchange transaction/translation loss (income) | 12,904 | | Other items (2) | 84,697 | | Adjusted EBITDA (1) | $446,414 |

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    (1) Net Income and Adjusted EBITDA for 2020 include the Company’s former Australasia business segment, which the Company divested in July 2023. (2) Other non-recurring items not core to ongoing business activity include: (i) in the year ended December 31, 2020 (1) $67,130 in legal and professional expenses, relating primarily to litigation, (2) $7,467 in expenses related to environmental matters, (3) $6,987 facility closure, consolidation, startup and other related costs, (4) $1,235 in one-time lease termination charges, and (5) $1,142 of realized losses on hedges of intercompany notes.

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    | | | | JELD-WEN HOLDING, INC. 2645 SILVER CRESCENT DRIVE CHARLOTTE, NC 28273, USA | VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on April 24, 2024 for shares held directly and by 11:59 p.m. Eastern Time on April 19, 2024 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | | | During The Meeting - Go to www.virtualshareholdermeeting.com/JELD2024 | | | You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. | | | VOTE BY PHONE - 1-800-690-6903 | | | Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on April 24, 2024 for shares held directly and by 11:59 p.m. Eastern Time on April 19, 2024 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. | | | VOTE BY MAIL | | | Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |

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    TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V32284-P01691 KEEP THIS PORTION FOR YOUR RECORDS — — — — — — — — — — — — — — — — — — — — — —— — — — — — — —— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —

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    | DETACH AND RETURN THIS PORTION ONLY |

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    | THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |

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    | JELD-WEN HOLDING, INC. | | | For All | Withhold All | For All Except | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | | The Board of Directors recommends you vote FOR the following: | | | | | | | | 1. | To elect ten Directors: | | ☐ | ☐ | ☐ | | | | Nominees: | | | | | | | | 01) William J. Christensen | 06) Cynthia G. Marshall | | | | | | | 02) Antonella B. Franzen | 07) David G. Nord | | | | | | | 03) Catherine A. Halligan | 08) Bruce M. Taten | | | | | | | 04) Michael F. Hilton | 09) Roderick C. Wendt | | | | | | | 05) Tracey I. Joubert | 10) Steven E. Wynne | | | | |

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    | The Board of Directors recommends you vote FOR proposal 2. | | For | Against | Abstain | | 2. To approve, by non-binding advisory vote, the compensation of our named executive officers. | | ☐ | ☐ | ☐ | | The Board of Directors recommends you vote “1 YEAR” on proposal 3: | 1 Year | 2 Years | 3 Years | Abstain | | 3. To approve, by non-binding advisory vote, the frequency of future advisory votes on executive compensation. | ☐ | ☐ | ☐ | ☐ | | The Board of Directors recommends you vote FOR proposal 4. | | For | Against | Abstain | | 4. To ratify the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2024. | | ☐ | ☐ | ☐ | | NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. | | | | |

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    | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | | Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date |

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    Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

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    V32285-P01691 JELD-WEN HOLDING, INC.