DEF 14A of JELD-WEN Holding, Inc.
Filed Mar 13, 2025 · FY20240001674335-25-000069
BOARD NOMINEES
BOARD NOMINEES
Directors
Directors and fully independent board committees
TO STAKEHOLDERS
| DIRECTOR NOMINEE | | AGE | DIRECTOR SINCE | INDEPENDENT | OTHER PUBLIC COMPANY BOARDS | COMMITTEES | | | William J. Christensen Chief Executive Officer | 52 | 2022 | | | None | | | Antonella B. Franzen Chief Financial Officer, Dupont | 49 | 2024 | | | Audit Committee | | | Catherine A. Halligan Former CMO Walmart.com | 61 | 2022 | | | Audit Committee Compensation Committee (Chair) | | | Michael F. Hilton Former President and Chief Executive Officer at Nordson Corporation | 70 | 2023 | | | Compensation Committee Governance & Nominating Committee | | | Tracey I. Joubert Chief Financial Officer of Molson Coors Beverage Company | 58 | 2021 | | | Audit Committee (Chair) Compensation Committee | | | Cynthia G. Marshall Consultant and Former CEO, Dallas Mavericks | 65 | 2021 | | | Compensation Committee Governance & Nominating Committee | | | David G. Nord, Chair Former Executive Chairman and CEO of Hubbell Incorporated | 67 | 2021 | | | None | | | Bruce M. Taten Attorney and Private Investor | 69 | 2014 | | | Compensation Committee Governance & Nominating Committee (Chair) | | | Roderick C. Wendt Managing Member of Spruce Street Ventures LLC | 70 | 1985 | | | None | | | Steven E. Wynne Private Investor | 72 | 2012 | | | Audit Committee Governance & Nominating Committee |
2024 EXECUTIVE COMPENSATION HIGHLIGHTS
| Base Salary | A fixed, competitive component of compensation based on duties and responsibilities. | Page 35 | | 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 36 | | 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 39 |
BOARD OF DIRECTORS
BOARD OF DIRECTORS The board of directors, through its committees, has oversight responsibility for ESG matters, including climate-related issues, and is committed to the Company's ESG vision, which benefits JELD-WEN's stakeholders.
GOVERNANCE AND NOMINATING 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.
AGE
AGE 65 -75 60-64 <60 8 Average Tenure 5 40% Women Average Age 63 YEARS Mandatory Retirement Age 75 YEARS current or former CEOs and CFOs Years Female Male 1- 5 Years 6 -10 Years
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| PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |
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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.
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| NAME | AGE | DIRECTOR SINCE | OCCUPATION | | William J. Christensen | 52 | 2022 | Chief Executive Officer of the Company | | Antonella B. Franzen | 49 | 2024 | Chief Financial Officer, DuPont | | Catherine A. Halligan | 61 | 2022 | Corporate Director; Former Chief Marketing Officer, Walmart.com | | Michael F. Hilton | 70 | 2023 | Corporate Director; Former President and CEO, Nordson Corporation | | Tracey I. Joubert | 58 | 2021 | Chief Financial Officer, Molson Coors Beverage Company | | Cynthia G. Marshall | 65 | 2021 | Consultant and Former CEO, Dallas Mavericks | | David G. Nord | 67 | 2021 | Corporate Director; Former Executive Chairman and CEO, Hubbell Incorporated | | Bruce M. Taten | 69 | 2014 | Attorney and Private Investor | | Roderick C. Wendt | 70 | 1985 | Managing Member, Spruce Street Ventures LLC | | Steven E. Wynne | 72 | 2012 | Private Investor |
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The Board has nominated ten directors for election at the Annual Meeting, to serve until the 2026 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 49 to 72. 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 five 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. Our Board unanimously recommends that the stockholders vote “FOR” the election of all ten director nominees.
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| PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |
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Members of the Board of Directors The following sets forth, as of March 13, 2025, information about the business experience and qualifications of each nominee of the Company.
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| DIRECTOR SINCE 2022 PRINCIPAL OCCUPATION CEO, JELD-WEN Holding, Inc. AGE 52 BOARD COMMITTEES ■None SKILLS AND QUALIFICATIONS ■Current or Former CEO ■Business Development / M&A Experience ■Financial Experience ■Global Experience ■Building Products Industry Experience ■Marketing / E-commerce Experience | WILLIAM J. CHRISTENSEN | | | PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY ■Extensive international building products industry experience honed over two decades in senior executive roles in manufacturing, including as Executive Board Chair, Chief Marketing Officer and CEO for REHAU AG, a Swiss-based global manufacturer, where he was responsible for the company’s Industrial and Automotive businesses, and as an executive board member and Head of International Sales for Geberit International AG, a Swiss-based global plumbing manufacturer, where he managed non-European markets and led a major financial restructuring of North America operations of its Chicago Faucets Company division. Mr. Christensen has also overseen JELD-WEN’s current global transformation efforts, which have included the strategic evolution of the Company’s portfolio. ■Strong track record in marketing, sales, operations and global sourcing from leading global manufacturing companies and his executive roles comprising operations, finance, sales and marketing at public and private companies. During his tenure at REHAU AG, Mr. Christensen led the turnaround of the Industries Division, which included portfolio simplification and the advancement of REHAU AG’s commitment to sustainability, for which the company received recognition as a top sustainability and climate leader worldwide. As Chief Marketing Officer of REHAU AG, Mr. Christensen spearheaded new sales initiatives underpinned by customer relationship management platforms and drove profitable growth in the Americas region. At JELD-WEN, Mr. Christensen established the transformation management office aimed at improving the company’s profitability. ■Proven corporate transformation and M&A expertise, having presided over the $446 million divestiture of the Company’s Australasia business in 2023. While CEO at the Industries Division of REHAU AG, Mr. Christensen led the sale of three non-core businesses, streamlining the company’s asset base. He also oversaw the recruitment of over 200 internal change pilots, the formation of a leadership coalition, aggregating input from individuals from across the company’s divisions, services and national subsidiaries, as well as a significant restructuring program for REHAU Automotive. | | | CAREER HIGHLIGHTS ■JELD-WEN Holding, Inc. –CEO (2022 – present) –Executive Vice President and President, Europe (2022 – 2022) ■REHAU AG –Group Executive Board Chair and CEO, REHAU Industries (2018 – 2021) –Chief Marketing Officer (2016 – 2018) ■innofund.vc, a venture capital investor focusing on equity financing in Swiss-based SaaS and consumer startups at the seed stage, President (2016 – 2022) ■AFG Arbonia-Forster-Holding AG, CEO (2014 – 2015) ■Geberit International AG –Group Executive Board Member and Head of International Sales, Geberit Group (2009 – 2014) –Head Marketing, Geberit Group (2007 – 2008) –President and CEO, The Chicago Faucets Company, Geberit North America (2006 – 2007) –Head Strategic Marketing, Geberit Group (2004 – 2005) | | | EDUCATION ■B.S. in economics from Rollins College ■M.B.A. from the University of Chicago Booth School of Business |
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| PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |
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| DIRECTOR SINCE 2024 PRINCIPAL OCCUPATION Chief Financial Officer, DuPont AGE 49 BOARD COMMITTEES ■Audit SKILLS AND QUALIFICATIONS ■Current or Former CFO ■Business Development / M&A Experience ■Financial Experience ■Global Experience ■Compliance Experience ■Building Products Industry Experience | ANTONELLA B. FRANZEN | Independent Director | | | PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY ■Significant experience in strategic transformation. As CFO of DuPont du Nemours, Inc., a $12.4 billion in revenue multinational industrial company, and before that, the CFO of its $6 billion Water & Protection business, Ms. Franzen is currently part of a team responsible for separating DuPont into two independent businesses - Electronics and Industrial. Before that, Ms. Franzen assisted with Tyco International’s strategic merger with Johnson Controls International plc, a building products and smart, healthy and sustainable buildings company, resulting in a combined company with $32 billion in revenue. ■Corporate finance and accounting expert. Ms. Franzen leverages her experience as Chief Financial Officer at DuPont and significant reporting experience from previous roles, including providing assurance advisory services to large multinational public companies in the industrial and pharmaceutical sectors at PricewaterhouseCoopers, and external reporting and investor relations at Tyco International, to provide valuable insight on JELD-WEN’s internal controls. She is also a Certified Public Accountant. ■Investor engagement experience, including managing internal and external communications through leadership changes at, and the major strategic merger of, Johnson Controls and Tyco International, and before that, 10 years overseeing external reporting and investor relations for Tyco International. | | | CAREER HIGHLIGHTS ■DuPont du Nemours, Inc. –Chief Financial Officer (2024 – present) –Chief Financial Officer, Water & Protection (2022 – 2024) ■Johnson Controls International plc –Vice President, Chief Investor Relations and Communications Officer (2018 – 2022) –Vice President, Investor Relations (2016 – 2018) ■Tyco International plc –Vice President, Investor Relations & Management Reporting and Corporate Finance (2015 – 2016) –Vice President, Investor Relations (2008 – 2015) –Director, External Reporting (2004 – 2008) ■PricewaterhouseCoopers LLP, Manager, Assurance (1997 – 2004) | | | EDUCATION ■B.A. in accounting from The College of New Jersey |
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| PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |
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| DIRECTOR SINCE 2022 PRINCIPAL OCCUPATION Corporate Director; Former CMO, Walmart.com AGE 61 BOARD COMMITTEES ■Audit ■Compensation (Chair) SKILLS AND QUALIFICATIONS ■Public Company Board Experience ■Global Experience ■Building Products Industry Experience ■IT / Cybersecurity Experience ■Marketing / E-commerce Experience ■Human Capital Management Experience | CATHERINE A. HALLIGAN | Independent Director | | | PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY ■Corporate governance and human capital experience, having served in crucial boardroom roles, including compensation committee chairperson roles, at public companies both domestic and international, including Driven Brands, the largest automotive services company in North America, and FLIR Systems, Inc. (now Teledyne FLIR), a company specializing in thermal imaging infrared technology. Ms. Halligan brings deep experience in management succession planning gained from overseeing successful CEO succession processes, including at Ulta Beauty, a U.S.-based beauty retailer, and FLIR Systems. She also has broad corporate governance experience from serving on the nominating and governance committees of Driven Brands and Ulta Beauty. ■Proven leader in digital transformation and e-commerce from more than 20 years of experience leading e-commerce, digital sales growth and transformation strategies for prominent retailers, including Walmart.com, a multinational retail company, where she was Chief Marketing Officer and Vice President of Market Development, Global E-Commerce, Ms. Halligan was responsible for the Walmart.com user experience, creative, and customer insights and analytics. She was also instrumental in advancing Walmart’s omnichannel e- commerce strategy, resulting in increased traffic to Walmart.com as well as incremental sales related to online/offline purchase paths. Ms. Halligan’s perspective in e-commerce is further bolstered by experience advising business development software firms such as Narvar, a customer post-purchase experience platform, and PowerReviews, a business software development company, as well as luxury retailer Chanel, Inc., a luxury fashion brand, in marketing and digital strategy. ■Deep marketing and brand development experience. As Walmart.com’s Chief Marketing Officer, Ms. Halligan increased brand preference and loyalty, and she also spearheaded Site to Store, an order online/pick-up-in-store service on a high-growth platform. Before that, she gained crucial experience in retail marketing from serving in senior-level marketing positions at Williams-Sonoma, Blue Nile and Gymboree, providing her valuable insight into JELD WEN’s brand development. | | | CAREER HIGHLIGHTS ■Chanel, Inc., Advisor (2014 – 2023) ■Navar, Inc., Advisor (2013 – 2022) ■PowerReviews –Advisor (2012) –Senior Vice President of Sales and Marketing (2010 – 2012) ■Walmart –Vice President of Market Development, Global E-Commerce (2009 – 2010) –Chief Marketing Officer, Walmart.com (2007 – 2009) –VP Product Management and Multi-Channel Integration (2006-2007) –Strategic Advisor, Walmart.com (2005-2006) | | | OTHER PUBLIC COMPANY BOARD EXPERIENCE ■Driven Brands Holdings, Inc. (2020 – present) ■Ferguson Enterprises Inc. (formerly Ferguson plc) (2019 – present) ■Ulta Beauty, Inc. (2012 – present) ■FLIR Systems, Inc. (2014 – 2021) | | | EDUCATION ■B.A. in finance from Northern Illinois University |
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| PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |
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| DIRECTOR SINCE 2023 PRINCIPAL OCCUPATION Corporate Director; Former President and CEO, Nordson Corporation AGE 70 BOARD COMMITTEES ■Compensation ■Governance and Nominating SKILLS AND QUALIFICATIONS ■Current or Former CEO ■Public Company Board Experience ■Business Development / M&A Experience ■Financial Experience ■Global Experience ■Compliance Experience ■Human Capital Management Experience | MICHAEL F. HILTON | Independent Director | | | PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY ■Innovative driver of strategic growth, including as CEO of Nordson Corporation, a multinational corporation specializing in precision technology solutions and engineering, where during his tenure he grew annual sales from $819 million to $2.3 billion and led over 30 transactions that expanded the company’s portfolio and establish new product platforms in medical, test and inspection and flexible packaging. ■Deep business, operational and global manufacturing industry experience from over four decades in the manufacturing and chemicals industries in executive leadership roles. At Air Products and Chemicals, Inc., a manufacturer of industrial gases, Mr. Hilton progressed through various roles of increasing responsibility, eventually rising to general manager of its Electronics and Performance Materials segment, where he was responsible for the operations and running of the division on a multinational scale. Mr. Hilton’s familiarity with all aspects of running a business equip him to advise JELD-WEN on continuous improvement and help drive enterprise-wide operational enhancements. ■Significant boardroom and human capital experience gained from serving as a director on public company boards in the manufacturing industries, where Mr. Hilton has held crucial roles, including compensation committee chairperson for Ryder System, Inc., Regal Rexnord Corporation and Lincoln Electric Holdings, Inc. As a compensation committee member, Mr. Hilton has overseen management succession planning, including the appointment of new CEOs at Ryder System and Lincoln Electric. | | | CAREER HIGHLIGHTS ■Nordson Corporation, President and CEO (2010 – 2019) ■Air Products and Chemicals, Inc. –Senior Vice President & General Manager, Electronics and Performance Materials segment (2007 – 2010) –Various roles (1976 – 2007) | | | OTHER PUBLIC COMPANY BOARD EXPERIENCE ■Regal Rexnord Corporation (2019 – present) ■Lincoln Electric Holdings, Inc. (2015 – present) ■Ryder System, Inc. (2012 – present) | | | EDUCATION ■B.S. in chemical engineering and an M.B.A. from Lehigh University |
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| PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |
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| DIRECTOR SINCE 2021 PRINCIPAL OCCUPATION CFO, Molson Coors Beverage Company AGE 58 BOARD COMMITTEES ■Audit (Chair) ■Compensation SKILLS AND QUALIFICATIONS ■Current or Former CFO ■Business Development / M&A Experience ■Financial Experience ■Global Experience ■Compliance Experience | TRACEY I. JOUBERT | Independent Director | | | PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY ■Risk management, corporate finance and accounting expertise from decades of experience in finance, accounting and financial planning and analysis, most recently as CFO of Molson Coors Beverage Company, a multinational drink and brewing company, as well as the Chair of the audit committee of JELD-WEN. As CFO, Ms. Joubert helped guide Molson Coors’ 2019 revitalization plan, which involved a reinvestment of $150 million annually, among other efforts. Prior to rising to CFO at Molson Coors, she also served in various finance positions at South African Breweries Limited in Johannesburg, South Africa, and the Sustainability Accounting Standards Board. ■Deep experience in M&A and acquisition integration, having overseen the acquisition of Blue Run Spirits by Molson Coors in her capacity as CFO. Previously, as CFO of global beer brewing company MillerCoors, Ms. Joubert was part of the executive team that oversaw the sale of MillerCoors to Molson Coors in 2016, which subsequently more than doubled Molson Coors’ revenue from $5.1 billion in 2015 to $13.5 billion in 2017. ■Leader in business transformation, including strong international experience driving progress on Molson Coors’ strategy to strengthen its core brands in its largest global markets, including the U.S., Canada, U.K. and Croatia, as well as advancing Molson Coors’ joint venture with D.G. Yuengling & Son Inc. for further regional reach within the United States. | | | CAREER HIGHLIGHTS ■Molson Coors Beverage Company, CFO (2016 – present) ■MillerCoors –Executive Vice President and CFO (2012 – 2016) –Controller (2008 – 2012) –Vice President, Finance, Planning & Analysis (2003 – 2012) ■Miller Brewing Company –Vice President and Controller (2005 – 2008) –Director Finance and Group Services (2003 – 2005) ■South African Breweries –Financial Manager (2001 – 2003) –Financial Services Manager (1998 – 2003) –Financial Manager Technical Accounting (1998 – 2001) ■Barloworld Ltd, various finance and benefits roles (1992 – 1995) ■Salmac Stainless Steel, CFO (1995 – 1997) | | | OTHER PUBLIC COMPANY BOARD EXPERIENCE ■Cooper Tire & Rubber Company (2017 – 2021) | | | EDUCATION ■B.S. in commerce and accounting from the University of the Witwatersrand in Johannesburg |
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| PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |
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| DIRECTOR SINCE 2021 PRINCIPAL OCCUPATION Consultant and Former CEO, Dallas Mavericks AGE 65 BOARD COMMITTEES ■Compensation ■Governance and Nominating SKILLS AND QUALIFICATIONS ■Current or Former CEO ■Public Company Board Experience ■Financial Experience ■Global Experience ■ESG Experience ■Compliance Experience ■Human Capital Management Experience ■Regulatory / Government Relations Experience | CYNTHIA G. MARSHALL | Independent Director | | | PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY ■Insightful leader with decades of senior executive experience. At AT&T, a multinational telecommunications company, Ms. Marshall was directly responsible for the company’s regulatory, legislative and community affairs activities in North Carolina. She is also credited with turning around the culture of the Dallas Mavericks, the professional basketball team, through transparency, trust and a values-based leadership style, as well as developing a compliance process and operations infrastructure, during her time as CEO. Ms. Marshall was named one of fifteen of the world’s most inspiring female leaders by Forbes in 2021. ■Expertise in corporate culture and diversity, equity and inclusion from her more than thirty years of experience implementing strategy for institutionalizing an inclusive culture, identifying and developing leaders, aligning employees with the company’s vision and priorities and overseeing employee engagement and skills transformation initiatives. Ms. Marshall’s diversity and inclusion efforts led to AT&T earning a top 3 ranking on DiversityInc’s (now Fair360) 2017 Top 50 list of companies and the Dallas Mavericks winning the NBA’s Inclusion Leadership Award in 2020 and 2022 for creating and executing programming that promotes inclusion and inclusive practices. ■Dedication to community development and impact reflected in her service as the Chair of the North Carolina State Chamber of Commerce and service on the board of Dallas CASA, Dallas Regional Chamber, Texas Women’s Foundation, Texas 2036 and other non-profit boards. Additionally, in 2024, Ms. Marshall helped launch a new TV partnership in which approximately 10 million Texans can watch Dallas Mavericks games for free. | | | CAREER HIGHLIGHTS ■Dallas Mavericks –Consultant (2025 – present) –CEO (2018 – 2024) ■Marshalling Resources, Founder, President and CEO (2017 – present) ■The Dow Chemical Company, Chief Inclusion Officer (2017 – 2018) ■AT&T –Senior Vice President, Human Resources and Chief Diversity Officer (2012 – 2017) –President, AT&T North Carolina (2007 – 2012) | | | OTHER PUBLIC COMPANY BOARD EXPERIENCE ■BGSF, Inc. (2020 – present) | | | EDUCATION ■B.A. in business administration and B.A. in human resources management from the University of California-Berkeley ■Holds four honorary doctorate degrees |
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| DIRECTOR SINCE 2021 PRINCIPAL OCCUPATION Corporate Director; Former Executive Chairman and CEO, Hubbell Incorporated AGE 67 BOARD COMMITTEES ■None SKILLS AND QUALIFICATIONS ■Current or Former CEO ■Current or Former CFO ■Public Company Board Experience ■Business Development / M&A Experience ■Financial Experience ■Global Experience | DAVID G. NORD | Independent Board Chair | | | PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY ■Extensive experience in strategic M&A and corporate strategy through executive roles as CEO of Hubbell Incorporated, an international electrical and utility solutions company, where Mr. Nord oversaw and negotiated M&A transactions for decades, including Hubbell’s $1.1 billion acquisition in 2018 of Aclara Technologies LLC to strengthen Hubbell’s leadership position in utility markets. As Hubbell’s CEO, Mr. Nord launched initiatives to consolidate the company’s manufacturing footprint and various internal reallocations and restructurings aimed at increasing manufacturing efficiency, and the company’s annual net sales increased from approximately $3.2 billion prior to his assuming office to approximately $4.6 billion in the last full financial year in which he served as CEO. These experiences give Mr. Nord sharp insight on the execution of JELD-WEN’s strategic initiatives. ■Financial oversight and operations acumen. Mr. Nord has significant experience with financial analysis, accounting and valuation matters, borne out by his experience as CFO, of Hubbell, and prior to that, of Hamilton Sundstrand, as well as his current tenure as Chair of the audit committee of Ryder Systems, Inc., a logistics and transportation company. ■Deep understanding of corporate governance best practices and strategic decision- making. Mr. Nord’s expertise is underpinned by his many years serving as Hubbell’s chairman and executive chairman, overseeing governance and board composition changes over a long tenure, as well as serving on the company’s executive and finance committees. As Chairman and CEO, he oversaw Hubbell through its 2015 dual-class stock reclassification into a single-class structure. | | | CAREER HIGHLIGHTS ■Hubbell Incorporated –Executive Chairman (2020 – 2021) –CEO (2014 – 2020) –Chairman (2014 – 2019) –President (2012 – 2019) –COO (2012) –Senior VP and CFO (2005 – 2012) ■Hamilton Sundstrand, Vice President, Finance, and CFO (2003 – 2005) ■United Technologies, Vice President, Controller (2000 – 2003) | | | OTHER PUBLIC COMPANY BOARD EXPERIENCE ■Ryder System, Inc. (2018 – present) ■Hubbell Incorporated (2013 – 2021) | | | EDUCATION ■B.S. in business administration from the University of Hartford |
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| DIRECTOR SINCE 2014 PRINCIPAL OCCUPATION Attorney Private Investor AGE 69 BOARD COMMITTEES ■Governance and Nominating (Chair) ■Compensation SKILLS AND QUALIFICATIONS ■Public Company Board Experience ■Business Development / M&A Experience ■Financial Experience ■Global Experience ■ESG Experience ■Compliance Experience ■Human Capital Management Experience ■Regulatory / Government Relations Experience | BRUCE M. TATEN | Independent Director | | | PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY ■Risk management and legal acumen honed over decades of experience in transactional, litigation, compliance and internal investigation matters, including as General Counsel at Cooper Industries, plc, an electrical products manufacturer, and before that at Nabors Industries, an oil and gas company. Coupled with his executive oversight, Mr. Taten’s skillset has contributed significantly to the Board’s oversight of corporate strategy and risk management in the competitive building products industry. ■Deep experience in mergers and acquisitions, corporate finance, tax and accounting from his experience as an attorney and previously as a C.P.A. with Peat Marwick Mitchell & Co. (now KPMG). At Cooper Industries he oversaw the company’s $13 billion acquisition by Eaton Corporation in 2012, as well as multiple other acquisitions over the course of his tenure as General Counsel at both Cooper Industries and Nabors Industries. Before that, Mr. Taten also advised public companies on mergers and acquisitions in private practice at top law firms. ■Corporate governance expertise gained from serving as Chief Compliance Officer at multinational corporations, advising management and boards of directors on corporate governance issues and securities compliance, and assisting companies with their ESG programs. His experiences inform his perspectives and actions as Chair of the governance and nominating committee, which oversees ESG, and as a member, and former Chair, of the compensation committee, which oversees the Company’s human capital management strategy, including diversity and inclusion and employee recruitment, retention and engagement. Additionally, Mr. Taten holds an FSA Credential from the Sustainability Accounting Standards Board. | | | CAREER HIGHLIGHTS ■Current practicing attorney, admitted to practice law in Texas and New York, and private investor (2015 – present) ■Cooper Industries, plc, Senior Vice President, General Counsel and Chief Compliance Officer (2008 – 2012) ■Nabors Industries, Vice President and General Counsel (2003 – 2008) ■Simpson Thacher & Bartlett LLP and Sutherland Asbill & Brennan LLP ■Peat Marwick Mitchell & Co., C.P.A. (now known as KPMG) | | | OTHER PUBLIC COMPANY BOARD EXPERIENCE ■Aviat Networks, Inc. (2022 – present) | | | EDUCATION ■B.S. in Psychology from Georgetown University ■M.S. in Accounting from Georgetown University ■J.D. from Vanderbilt University |
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| DIRECTOR SINCE 1985 PRINCIPAL OCCUPATION Managing Member, Spruce Street Ventures, LLC AGE 70 BOARD COMMITTEES ■None SKILLS AND QUALIFICATIONS ■Current or Former CEO ■Business Development / M&A Experience ■Financial Experience ■Global Experience ■Building Products Industry Experience ■Marketing / E-commerce Experience | RODERICK C. WENDT | | | PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY ■Building products industry expert. Mr. Wendt started at JELD-WEN in 1980 and has built over four decades of experience at the Company in various legal, marketing, window manufacturing, and sales roles of increasing responsibility, culminating in his service as President and CEO, later as Executive Chairman and CEO, and finally as Vice Chairman. During his tenure, the Company expanded its operations and product offerings globally to Europe and Australasia and launched an approximately $575 million initial public offering on the New York Stock Exchange in 2017. ■Proven leadership in corporate governance and strategic M&A, having overseen the Company’s rapid growth through a series of strategic acquisitions of industry-leading companies both domestic and international, including: Dooria AS, Aneeta Window Systems, Karona Inc., LaCantina Doors, TREND Windows & Doors, Breezway, Mattiovi Oy, Milliken Millwork, Inc., the Kolder Group, the Domoferm Group of companies, American Building Supply, Inc., and VPI Quality Windows, Inc. Mr. Wendt’s operational and financial acumen stems from his deep familiarity with all aspects of the Company’s business, risks and strategic initiatives. ■Strong commitment to community impact, enhanced by his service as a director of the Portland Branch as the Federal Reserve Bank of San Francisco from 2009 until 2014, including serving as Chairman from 2013 to 2014, and serving as a member of the Economic Advisory Council at the Federal Reserve Bank of San Francisco. | | | CAREER HIGHLIGHTS ■Spruce Street Ventures, LLC, Managing Member (2013 – present) ■JELD-WEN, Inc. –Vice Chairman (2014 – 2023) –Executive Chairman and CEO (2011 – 2013) –President and CEO (1992 – 2011) ■Portland Branch at the Federal Reserve Bank of San Francisco –Chairman (2013 – 2014) –Director (2009 – 2014) | | | EDUCATION ■B.A. from Stanford University ■J.D. from Willamette University College of Law |
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| PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |
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| DIRECTOR SINCE 2012 PRINCIPAL OCCUPATION Private Investor AGE 72 BOARD COMMITTEES ■Audit ■Governance and Nominating SKILLS AND QUALIFICATIONS ■Current or Former CEO ■Public Company Board Experience ■Business Development / M&A Experience ■Financial Experience ■Global Experience ■Building Products Industry Experience ■Compliance Experience ■IT / Cybersecurity Experience ■Regulatory / Government Relations Experience | STEVEN E. WYNNE | Independent Director | | | PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY ■Expertise in executive management, operations and strategic planning. Mr. Wynne has over three decades of experience successfully serving in senior executive capacities at several leading companies. As President and CEO of Adidas America, Inc. he has been credited with Adidas’ aggressive growth in sales, which climbed from approximately $400 million in 1995 to $1.7 billion in 2000, during which Mr. Wynne improved the company’s US market penetration and oversaw one of its most successful marketing campaigns in spite of heightened competition in the industry. ■Proven leadership in strategic M&A and corporate transformation, having overseen the sale of Fila USA and all global Fila operations during his tenure as CEO of Sports Brands International Ltd. Mr. Wynne also assisted with Health Services Group’s 2013 acquisition of Platinum Health Services, LLC, complementing Health Services Group’s existing operations and augmenting its performance. As CEO of eteamz.com, Mr. Wynne oversaw the complete transformation and transition of the company through its sale to Active.com in 2000. ■Extensive track record in corporate finance, audit, and corporate governance, with multiple years of experience on JELD-WEN’s audit and governance and nominating committees. He also previously served on the audit committees of Planar Systems and FLIR Systems, Inc. (now Teledyne FLIR). Mr. Wynne’s perspective is enhanced by his extensive legal career in both private practice and as General Counsel at FLIR Systems. | | | CAREER HIGHLIGHTS ■Private Investor (2012 – present) ■Health Services Group (now Moda Health) –Executive Vice President (2012 – 2023) –Senior Vice President (2010 – 2011) ■JELD-WEN, Inc., Senior Vice President and Chief Marketing Officer (2011 – 2012) ■Sports Brands International Ltd., President and CEO (2004 – 2007) ■FLIR Systems, Inc., Acting Senior Vice President and General Counsel (2002 – 2003) ■eteamz.com, Chairman and CEO (2000 – 2001) ■Adidas America, Inc., President and CEO (1995 – 2000) | | | OTHER PUBLIC COMPANY BOARD EXPERIENCE ■FLIR Systems, Inc. (1999 – 2021) | | | EDUCATION ■B.A. from Willamette University ■J.D. from Willamette University College of Law |
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| PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |
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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, 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. The following table describes the components of our non-employee directors’ compensation for 2024:
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| 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 |
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Annual Equity Retainer In 2024, 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 April 25, 2024, each of Messrs. Hilton, Nord, Taten, Wendt and Wynne and Mses. Franzen, Halligan, Joubert and Marshall received a grant of 7,153 RSUs. Ms. Franzen received a pro-rated RSU award when she was appointed to the Board, effective March 1, 2024. 2024 Director Compensation The following table provides summary information for the year ended December 31, 2024, relating to compensation paid to or accrued by us on behalf of our directors who served in this capacity during 2024. Pursuant to the Non-Employee Director Compensation Policy approved by the Board, Mr. Christensen was an employee of the Company and consequently did not receive any compensation for serving as a director. Mr. Christensen’s compensation is reported in the Summary Compensation Table and related compensation tables beginning on page 43.
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| DIRECTOR | FEES EARNED OR PAID IN CASH | STOCK AWARDS(1) | ALL OTHER COMPENSATION | TOTAL | | William J. Christensen | — | — | — | — | | Antonella B. Franzen (2) | $83,333 | $174,991 | — | $258,324 | | Catherine A. Halligan | $112,250 | $150,000 | — | $262,250 | | Michael F. Hilton | $100,000 | $150,000 | — | $250,000 | | Tracey I. Joubert | $125,000 | $150,000 | — | $275,000 | | Cynthia G. Marshall | $100,000 | $150,000 | — | $250,000 | | David G. Nord | $280,000 | $150,000 | — | $430,000 | | Bruce M. Taten | $115,958 | $150,000 | — | $265,958 | | Roderick C. Wendt | $100,000 | $150,000 | — | $250,000 | | Steven E. Wynne | $100,000 | $150,000 | — | $250,000 |
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(1)Reflects the grant date fair value of RSUs, calculated in accordance with FASB ASC Topic 718. For 2024, the calculation is described in Note 18 — Stock Compensation in our audited financial statements for the year ended December 31, 2024 in our Annual Report on Form 10-K into which this Proxy Statement is incorporated by reference. As of December 31, 2024, each of Messrs. Hilton, Nord, Taten, Wendt and Wynne and Mses. Halligan, Joubert and Marshall had 7,153 RSUs outstanding. Ms. Franzen had 8,509 RSUs outstanding. (2)Ms. Franzen joined the Board on March 1, 2024, and received a pro-rated equity grant on March 1, 2024 for Board service through the 2024 annual meeting in addition to a full value equity grant on April 25, 2024.
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*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 85,365,636 shares outstanding as of February 24, 2025. (2)Includes 33,664 shares of common stock issuable upon the vesting of certain RSUs within 60 days of the record date and 181,845 shares of common stock issuable upon the exercise of currently vested options.
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(3)Includes 75,593 shares of common stock issuable upon the exercise of currently vested options. (4)Includes 30,292 shares of common stock issuable upon the exercise of currently vested options. (5)Includes 10,167 shares of common stock issuable upon the exercise of currently vested options. (6)Includes shares of common stock issuable upon the vesting of certain RSUs within 60 days of the record date. (7)Includes 40,000 shares of common stock held through the David G. Nord Revocable Trust and 7,153 shares of common stock issuable upon the vesting of certain RSUs within 60 days of the record date. 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) 31,079 shares of common stock held in an investment retirement account; (ii) 227,059 shares of common stock held through the RC Wendt Revocable Trust; (iii) 26,400 shares of common stock held through the Roderick Wendt GST Trust and (iv) 7,153 shares of common stock issuable upon the vesting of certain RSUs within 60 days of the record date. 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 and 7,153 shares of common stock issuable upon the vesting of certain RSUs within 60 days of the record date. (10)Based solely upon information contained in the Schedule 13G 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 29, 2023. Their reported address is 100 Vanguard Blvd. Malvern, PA 19355. (12)Based solely upon information contained in the Schedule 13G filed with the SEC on behalf of Pzena Investment Management, LLC (“Pzena”) on January 23, 2025, Pzena and certain of its affiliates have sole voting power with respect to 9,492,444 shares and sole dispositive power with respect to 11,165,246 shares beneficially owned at December 31, 2024. 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 October 7, 2024, Fuller and certain of its affiliates have sole voting power with respect to 4,777,711 shares and sole dispositive power with respect to 4,853,971 shares beneficially owned at September 30, 2024. Their reported address is 411 Borel Avenue, Suite 300, San Mateo, CA 94402. (14)Based solely upon information contained in the Schedule 13G filed with the SEC on behalf of American Century Investment Management, Inc. (“American Century”) on November 8, 2024, American Century and certain of its affiliates have sole voting power with respect to 4,934,001 shares and sole dispositive power with respect to 5,141,839 shares beneficially owned at September 30, 2024. Their reported address is 4500 Main Street, 9th Floor, Kansas City, MO 64111. (15)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, 2025, 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, 2024. 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 24, 2025, including any shares of our common stock subject to an option that has vested or will vest within 60 days after February 24, 2025. 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.
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| Reward Long-Term Growth and Profitability: Emphasize executive rewards 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. | Hire and Retain World-Class Talent: 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. | Pay for Performance: Placing a significant 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. | Avoid Incentivizing Undue Risk: Striking an appropriate balance between short- term and long-term performance permits the incorporation of risk- mitigation design features to discourage excessive risk-taking. |
Cash Bonuses
Cash Bonuses
Long-Term
Long-Term
Equity Awards
Equity Awards
Severance
Severance
Benefits
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 to understand how our NEOs’ total compensation compares to competitive norms. The Committee in consultation with the compensation consultant and management determined an appropriate peer group for purposes of compensation comparison by considering published compensation survey data and 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 2024, the Committee used the following peer group for purposes of executive compensation comparison:
Benefits
(1)Represents Ms. Stoddard's base salary as EVP and Chief Financial Officer. Ms. Stoddard was promoted to her current role on July 1, 2024. (2)Ms. Albrecht exited the Company on July 19, 2024. (3)Mr. Lilly retired from the Company on January 3, 2025. (4)Mr. Valenti exited the Company in February 2025. 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: •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. •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. •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. •Adjustments are permitted as deemed appropriate by the Committee to account for unanticipated or other significant events that warrant adjustment.
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 2024 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. The Committee also uses Operating Cash Flow (“OCF”) 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 2024, the Company Performance Metrics apply to our executives with global functional responsibilities, including Messrs. Christensen, Hayes, and Lilly and Mses. Stoddard and Albrecht.
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, including Mr. Valenti for 2024. For 2024, in addition to the overall Company Performance Metric, the Committee established the Regional Performance Metrics based on two measurements under our 2024 operating plan with the following weighting:
REGIONAL PERFORMANCE METRICS
| PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |
REGIONAL PERFORMANCE METRICS
Company Performance 25% Regional Performance 75% For MIP purposes, the Committee uses OCF as reported for the region, as may be further adjusted for discrete items at the Committee’s sole discretion in accordance with the terms of the MIP. 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.
2024 MIP RESULTS
2024 MIP RESULTS The 2024 MIP Company and Regional Performance Metrics established by the Committee, and applicable to our NEOs, are set forth in the table below.
2024 MIP RESULTS
| | | (AMOUNTS SHOWN IN MILLIONS) | | | | PERFORMANCE GOAL | WEIGHTING | THRESHOLD | TARGET | MAXIMUM | | Company | | | | | | Adjusted EBITDA | 50% | $365 | $405 | $455 | | Operating Cash Flow | 50% | $200 | $250 | $300 | | Regional – North America | | | | | | Company Performance | 25% | | See above | | | Regional Adjusted EBITDA | 37.5% | $360 | $400 | $448 | | Regional Operating Cash Flow | 37.5% | $317 | $396 | $475 | | Regional – Europe | | | | | | Company Performance | 25% | | See above | | | Regional Adjusted EBITDA | 37.5% | €76 | €84 | €94 | | Regional Operating Cash Flow | 37.5% | €65 | €81 | €98 |
2024 MIP RESULTS
The results of the Company’s 2024 financial performance were measured against these pre-established performance goals that were set in February 2024 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 2024, the Company’s Adjusted EBITDA was $275.2 million and OCF was $106.2 million. Based on these results, the Company Performance Metrics yielded a MIP payout of 0% of target. For North America, the Company reported $254.1 million in Adjusted EBITDA and $255.3 million in OCF. For Europe, the Company reported €62.5 million in Adjusted EBITDA and €11.6 million in OCF. Based on these results, the Regional Performance Metrics yielded a MIP payout of 0% of target for both North America and Europe.
2024 MIP RESULTS
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2024 MIP RESULTS
The Committee awarded 2024 MIP bonuses to our NEOs as follows:
2024 MIP RESULTS
| NAME | PAYMENT AMOUNT | PERCENTAGE OF TARGET | | William J. Christensen | $0 | 0% | | Samantha L. Stoddard | $0 | 0% | | Julie C. Albrecht (1) | $0 | 0% | | Kevin C. Lilly (2) | $0 | 0% | | James S. Hayes | $0 | 0% | | Daniel P. Valenti (3) | $0 | 0% |
2024 MIP RESULTS
(1)Ms. Albrecht exited the Company on July 19, 2024. (2)Mr. Lilly retired from the Company on January 3, 2025. (3)Mr. Valenti exited the Company in February 2025. Long-Term Incentive Plan
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 equity awards such as stock options and restricted stock units (“RSUs”) to eligible employees, and performance share units (“PSUs”) to our senior leaders, 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.
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; and for awards made after 2020, stock options continue to vest in the event of death or disability. In the case of retirement, stock options awarded after 2023 are prorated for time actively employed. Upon a termination for “cause,” all options, vested or unvested, are immediately forfeited.
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 or disability. In the case of retirement, unvested RSUs for awards granted after 2023 are prorated for the time actively employed.
Restricted Stock Units
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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 2022, 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. As the pre-established performance metrics for the three-year performance period were not met, the PSU awards granted on February 16, 2022 did not vest. The target award and payout of the 2022 PSU awards are set forth below.
Performance Share Units
| NAME | TARGET AWARD (# OF PSUs) | PAYOUT (# OF PSUs) | | William J. Christensen (1) | — | 0 | | Samantha L. Stoddard (2) | — | 0 | | Julie C. Albrecht (3) | — | 0 | | Kevin C. Lilly (4) | 6,340 | 0 | | James S. Hayes (5) | — | 0 | | Daniel P. Valenti (6) | — | 0 |
Performance Share Units
(1)Mr. Christensen was promoted to CEO in December 2022 and did not receive a 2022 PSU grant. (2)Ms. Stoddard was promoted to EVP and Chief Financial Officer on July 1, 2024 and did not receive a 2022 PSU grant. (3)Ms. Albrecht is no longer with the Company. (4)Mr. Lilly retired from the Company on January 3, 2025. (5)Mr. Hayes was promoted to EVP, General Counsel & Corporate Secretary in June 2023 and did not receive a 2022 PSU grant. (6)Mr. Valenti joined the Company in January 2024 and did not receive a 2022 PSU grant. Mr. Valenti is no longer with the Company.
Annual Long-Term Incentive Equity Awards
Annual 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 and compensation survey data provided by the Company’s compensation consultant and, in part, the recommendation of our CEO.
Annual Long-Term Incentive Equity Awards
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Annual Long-Term Incentive Equity Awards
In February 2024, 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 2024 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 2024 through 2026. Accordingly, the Committee approved 2024 LTIP Awards to our NEOs valued as set forth below.
Annual Long-Term Incentive Equity Awards
| NAME | STOCK OPTIONS(1) | RSUs(2) | PSUs(3) | | William J. Christensen | $1,101,995 | $1,101,996 | $2,458,729 | | Samantha L. Stoddard (4) | $106,029 | $289,986 | $323,512 | | Julie C. Albrecht (5) | $692,991 | $693,000 | $796,515 | | Kevin C. Lilly | $455,400 | $455,388 | $523,416 | | James S. Hayes | $395,992 | $395,995 | 455,137 | | Daniel P. Valenti (6) | $329,997 | $329,989 | $379,291 |
Annual Long-Term Incentive Equity Awards
(1)All stock options have a strike price of $18.52 (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 6, 2024) 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 6, 2024). (3)Value of PSUs issued at target. PSUs vest in a range of 0-150% of target on February 6, 2027, 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)Ms. Stoddard was promoted to EVP and Chief Financial Officer on July 1, 2024. (5)Ms. Albrecht forfeited her 2024 equity grants in connection with her termination of employment on July 19, 2024. (6)Mr. Valenti exited the Company in February 2025, and his unvested 2024 equity grants were forfeited.
Other 2024 Long-Term Incentive Equity Awards
Other 2024 Long-Term Incentive Equity Awards In connection with promotions, the Committee approved certain 2024 LTIP Awards to our NEOs. On July 1, 2024, the Committee awarded to Ms. Stoddard a RSU grant with a grant date value of $128,403 and a PSU grant with a grant date value of $130,356 in connection with her promotion to Executive Vice President and Chief Financial Officer. The RSU award is scheduled to vest ratably on each of the first three anniversaries of the date of grant. The PSU grant is 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. On September 27, 2024 in connection with Mr. Valenti's promotion to EVP, North America, the Committee awarded to Mr. Valenti (i) PSUs with a grant date value of $98,884 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) RSUs with a grant date value of $99,998, which will vest ratably on each of the first three anniversaries of the date of grant. Mr. Valenti is no longer with the Company and his unvested 2024 equity awards were forfeited. 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.
Other 2024 Long-Term Incentive Equity Awards
| PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |
Other 2024 Long-Term Incentive Equity Awards
Perquisites Consistent with our performance-oriented culture, we generally provide limited perquisites to NEOs, as included under the "All Other Compensation" column in the "Summary Compensation Table." 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. Catherine A. Halligan, Chair Michael F. Hilton Tracey I. Joubert Cynthia G. Marshall Bruce M. Taten
Other 2024 Long-Term Incentive Equity Awards
| PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |
Other 2024 Long-Term Incentive Equity Awards
Section 4 – 2024 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, 2022, 2023 and 2024.
Other 2024 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 | 2024 | $1,005,769 | — | $3,560,725 | $1,101,995 | — | $147,647 | $5,816,136 | | | 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 | | Samantha L. Stoddard EVP & Chief Financial Officer | 2024 | $465,096 | — | $872,257 | $106,029 | — | $13,800 | $1,457,182 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Julie C. Albrecht (Former) EVP & Chief Financial Officer | 2024 | $413,461 | — | $1,489,515 | $692,991 | — | $1,373,436 | $3,969,402 | | | 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 | | Kevin C. Lilly (Former) EVP, Global Transformation | 2024 | $591,154 | — | $978,805 | $455,400 | — | $13,800 | $2,039,159 | | | 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 | | James S. Hayes EVP, General Counsel & Corporate Secretary | 2024 | $512,115 | — | $851,131 | $395,992 | — | $13,800 | $1,773,038 | | | 2023 | $457,200 | $70,000 | $665,162 | $199,993 | $600,000 | $13,200 | $2,005,555 | | | 2022 | — | — | — | — | — | — | — | | Daniel P. Valenti (Former) EVP, North America | 2024 | $524,615 | $165,000 | $908,163 | $329,997 | — | $80,305 | $2,008,080 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — |
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
| YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR FIRST CEO ($)(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) | | | | 2024 | $5,816,136 | ($1,976,132) | — | — | — | — | $2,249,372 | ($173,699) | $34.99 | $250.36 | ($187.58) | $275 | | 2023 | $5,780,285 | $10,356,491 | — | — | — | — | $2,512,596 | $3,878,398 | $80.65 | $280.14 | $25.24 | $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 | $12.22 | $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 |
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, 2023 and 2024; 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 our prior Proxy Statements 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, 2023 and 2024 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.
PAY VERSUS PERFORMANCE TABLE
| PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |
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 ($) | | 2024 | First CEO | $5,816,136 | ($3,560,725) | ($1,101,995) | $1,167,883 | ($3,541,226) | ($756,205) | — | ($1,976,132) | | | Other NEOs | $2,249,372 | ($1,019,974) | ($396,082) | $299,575 | ($460,340) | $2,791 | ($849,041) | ($173,699) | | 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 |
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; (iv) Messrs. Craven, Hayes, Leon and Lilly and Ms. Albrecht in 2023; and (v) Messrs. Hayes, Lilly and Valenti and Mses. Albrecht and Stoddard in 2024, 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, 2023 and 2024. 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, 2023 and 2024 and Net Income to Adjusted EBITDA for 2020, the most directly comparable GAAP financial measure.
CALCULATING THE 2024 CEO PAY RATIO
CALCULATING THE 2024 CEO PAY RATIO To determine the CEO to median employee pay ratio, we calculated 2024 total compensation for our median employee consistent with the methodology used to calculate 2024 total compensation of our CEO in the “Summary Compensation Table” and divided it into the CEO’s total compensation. Based on this calculation, for 2024, our CEO received total annual compensation of $5,816,136 and our median employee received total annual compensation of $53,351, resulting in a CEO pay ratio of approximately 109:1. 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. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information The Committee grants LTIP Awards to eligible employees and members of our executive team on a predetermined schedule at its meeting in February unless a hire or promotion occurs during the year. Further, RSUs are granted to our directors on the date of the Company's annual meeting of stockholders unless an appointment occurs during the year. We do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, and do not time the public release of such information based on award grant dates. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During the last completed fiscal year, we have not made awards to any NEO during the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a Current Report on Form 8-K that discloses material nonpublic information.
CALCULATING THE 2024 CEO PAY RATIO
| PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |
CALCULATING THE 2024 CEO PAY RATIO
P R O P O S A L 2: 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 32 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 2026. 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 2024, 96.63% 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 2024, but to continue to focus our compensation program to incorporate performance elements directly linked to achievement of our long-term strategic goals. The alignment between our executives' compensation and our performance is evidenced by our NEOs not receiving a payout under our MIP and our 2022 - 2024 PSUs not vesting.
CALCULATING THE 2024 CEO PAY RATIO
| Key features of our fiscal 2024 executive compensation program were: • Approximately 35% 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. |
CALCULATING THE 2024 CEO PAY RATIO
| Pay-for-Performance | | 100% Annual cash incentive tied to achievement of preset financial targets | | 35% Long-term target equity awards were performance-based stock awards tied to strategic metrics |
CALCULATING THE 2024 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. |
CALCULATING THE 2024 CEO PAY RATIO
| PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |
CALCULATING THE 2024 CEO PAY RATIO
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, 2024 and December 31, 2023.
CALCULATING THE 2024 CEO PAY RATIO
| (DOLLARS IN MILLIONS) | FISCAL YEAR ENDED DECEMBER 31, 2024 | FISCAL YEAR ENDED DECEMBER 31, 2023 | | Audit Fees(1) | $6.6 | $7.3 | | Audit-Related Fees | — | — | | Tax Fees(2) | — | $0.4 | | All Other Fees | — | — | | Total | $6.6 | $7.7 |
CALCULATING THE 2024 CEO PAY RATIO
(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
CALCULATING THE 2024 CEO PAY RATIO
| PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |
CALCULATING THE 2024 CEO PAY RATIO
accounting principles and effectiveness of the Company’s internal control over financial reporting. PwC was the Company’s independent auditor in 2024. 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 2024, the Audit Committee, among other things: •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; •Reviewed and discussed the Company’s policies and procedures for financial risk assessment, financial risk management and the major financial risk exposures of the Company and its business units, as appropriate; •Reviewed and discussed the annual plan and the scope of work of the internal auditors for 2024 and summaries of the significant reports to management by the internal auditors; •Reviewed and discussed with management the plans and progress against those plans for remediating any significant deficiencies in internal controls; •Reviewed and discussed with management policies with respect to risk assessment and risk management, including the Company's enterprise risk management program; •Provided input to the Compensation Committee regarding performance of key finance, internal control and risk management personnel; •Reviewed and discussed with management their reports on the Company’s policies regarding applicable legal and regulatory requirements; •Reviewed and approved the Audit Committee’s charter; and •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. 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, 2024 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, 2024 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, 2025, 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 Antonella B. Franzen Catherine A. Halligan Steven E. Wynne
CALCULATING THE 2024 CEO PAY RATIO
| PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |
CALCULATING THE 2024 CEO PAY RATIO
P R O P O S A L 3: RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR FOR 2025 The Audit Committee has selected PwC as JELD-WEN’s independent auditor for 2025. 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 2025. 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 Audit 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 2025. 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.
CALCULATING THE 2024 CEO PAY RATIO
| | Our Board unanimously recommends that you vote “FOR” the ratification of PwC as the Company’s independent auditor for 2025. |
CALCULATING THE 2024 CEO PAY RATIO
| PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |
CALCULATING THE 2024 CEO PAY RATIO
P R O P O S A L 4 : APPROVAL OF AMENDED AND RESTATED OMNIBUS EQUITY PLAN The Board recommends the approval of the proposed amendment and restatement of the Omnibus Equity Plan. The affirmative vote of a majority of the votes cast is required to approve this proposal. At the Annual Meeting, stockholders will be asked to approve the proposed amendment and restatement of the Omnibus Equity Plan. Approval of the amended and restated Omnibus Equity Plan will include the approval of an increase in the number of shares that may be issued under the plan by 2,000,000 shares (subject to adjustment for anti-dilution purposes as provided in the plan) and certain other amendments, the material terms of which are described below. The Omnibus Equity Plan was originally adopted by the Board on January 3, 2017 and approved by the stockholders on January 20, 2017, and most recently amended by the Board on February 16, 2022 and approved by stockholders on April 28, 2022. References in this proposal to the Omnibus Equity Plan mean the Omnibus Equity Plan, as proposed to be amended and restated effective April 24, 2025, unless the context otherwise requires. As of February 24, 2025, only 714,627 shares were available for grant under the Omnibus Equity Plan. Without approval of additional plan shares, the Company may have insufficient shares to deliver our annual equity awards in 2026.The Compensation Committee believes that the approval of additional shares for issuance pursuant to the Omnibus Equity Plan is important to our continued success. Awards such as those that may be provided under the Omnibus Equity Plan are vital to our ability to attract, retain, incentivize and motivate employees, non-employee directors and consultants whose contributions are important to our success by offering them the opportunity to participate in our future performance while at the same time providing an incentive to build long-term stockholder value. Approximately 61% of the shares used in our annual grants for 2024 were awarded to non-NEO employees. If the stockholders do not approve this proposal, the additional shares will not be made available and the Omnibus Equity Plan will continue in its current form (prior to the proposed amendment and restatement), subject to the previously authorized share limit of 9,900,000 shares. "Best Practices" Integrated Into the Company’s Equity Compensation Program and the Omnibus Equity Plan Our compensation practices and the Omnibus Equity Plan include a number of features that the Board and Compensation Committee believe reflect responsible compensation and governance practices and promote the interests of our stockholders, including the following: •Prudent Share Request; No Evergreen Provision. No more than 2,000,000 additional shares will be authorized for issuance under the Omnibus Equity Plan (subject to adjustment for anti-dilution purposes as provided in the plan). The Omnibus Equity Plan does not include an evergreen feature providing for annual share pool replenishments, thus assuring that stockholders must approve any increases in the plan share pool. We are committed to the efficient use of equity awards and are mindful of ensuring that our equity compensation program does not overly dilute the holdings of existing stockholders. •No Stock Option or Stock Appreciation Right (“SAR”) Repricing Without Stockholder Approval. The Omnibus Equity Plan prohibits, without stockholder approval, (i) making any adjustment (other than in connection with an adjustment event, a corporate transaction, a change in control or other transaction where an adjustment is permitted or required under the terms of the plan) or amendment that reduces the option price of an option or base price of a stock appreciation right, whether through amendment, cancellation or replacement grants or other means, (ii) canceling for cash, equity awards, shares of common stock or other consideration any option for which the option price is greater than the then fair market value of a share or stock appreciation right for which the base price is greater than the then fair market value of a share, or (iii) taking other action with respect to options or stock
CALCULATING THE 2024 CEO PAY RATIO
| PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |
CALCULATING THE 2024 CEO PAY RATIO
appreciation rights that would be treated as a repricing under the rules of the principal stock exchange rules on which the shares are listed. •Minimum Vesting Requirements. The Omnibus Equity Plan imposes minimum vesting periods of at least one year subject to certain additional provisions as described in the plan. Our historical practice has been to impose multi-year award vesting periods (typically, three years). •Prudent Change of Control Definition. As described in more detail below under “Summary of Omnibus Equity Plan; Proposed Amendments” – “Change in Control,” the Omnibus Equity Plan includes a prudent change of control definition, such as requiring a change in beneficial ownership of 50% or more of our voting stock and consummation (rather than stockholder approval) of a merger or other transaction in order for a “change in control” to be deemed to have occurred. •Conservative Share Recycling Provisions. The Omnibus Equity Plan imposes conservative share counting and share recycling provisions. The Omnibus Equity Plan provides that the following shares will not become available for issuance in connection with future awards granted under the plan: (i) shares withheld from payment of an award by the Company, or surrendered or tendered by the participant, in satisfaction of any federal, state or local income tax and applicable employment tax withholding requirements; (ii) shares withheld from the payment of an award by the Company or surrendered or tendered by the participant in payment of the exercise price or purchase price of an award; (iii) shares covered by awards that are discretionarily settled in cash; (iv) shares covered by a stock appreciation right that are not issued in connection with its settlement in shares upon exercise; and (v) shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of options.