DEF 14A of JELD-WEN Holding, Inc., Mar 12, 2026

DEF 14A of JELD-WEN Holding, Inc.

Filed Mar 12, 2026 · FY20250001674335-26-000050

Open on EDGAR

  1. Proposal 1: Elect ten directors to our board of directors

    Proposal 1: Elect ten directors to our board of directors We are asking our stockholders to elect the ten director nominees listed below.

  2. Proposal 1: Elect ten directors to our board of directors

    | DIRECTOR NOMINEE | | AGE | DIRECTOR SINCE | INDEPENDENT | OTHER PUBLIC COMPANY BOARDS | COMMITTEES | | | William J. Christensen Chief Executive Officer | 53 | 2022 | | | None | | | Antonella B. Franzen Chief Financial Officer, Dupont | 50 | 2024 | | | Audit Committee Compensation Committee | | | Catherine A. Halligan Former CMO Walmart.com | 62 | 2022 | | | Audit Committee Compensation Committee (Chair) | | | Michael F. Hilton Former President and Chief Executive Officer of Nordson Corporation | 71 | 2023 | | | Compensation Committee Governance & Nominating Committee | | | Tracey I. Joubert Chief Financial Officer of Molson Coors Beverage Company | 59 | 2021 | | | Audit Committee (Chair) Compensation Committee | | | Cynthia G. Marshall Consultant and Former CEO, Dallas Mavericks | 66 | 2021 | | | Compensation Committee Governance & Nominating Committee | | | David G. Nord, Chair Former Executive Chairman and CEO of Hubbell Incorporated | 68 | 2021 | | | None | | | Bruce M. Taten Attorney and Private Investor | 70 | 2014 | | | Audit Committee Governance & Nominating Committee (Chair) | | | Roderick C. Wendt Managing Member of Spruce Street Ventures LLC | 71 | 1985 | | | None | | | Steven E. Wynne Private Investor | 73 | 2012 | | | Audit Committee Governance & Nominating Committee |

  3. Proposal 1: Elect ten directors to our board of directors

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  4. 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.

  5. The Board has nominated ten director nominees for election at the Annual

    The Board has nominated ten director nominees for election at the Annual

  6. Meeting. The Governance and Nominating Committee evaluated and

    Meeting. The Governance and Nominating Committee evaluated and

  7. recommended the director nominees in accordance with its Charter and our

    recommended the director nominees in accordance with its Charter and our Corporate Governance Guidelines.

  8. recommended the director nominees in accordance with its Charter and our

    | BOARD SKILLS AND EXPERIENCE | CHRISTENSEN | FRANZEN | HALLIGAN | HILTON | JOUBERT | MARSHALL | NORD | TATEN | WENDT | WYNNE | | Current or Former CEO | • | | | • | | • | • | | • | • | | Current or Former CFO | | • | | | • | | • | | | | | Public Company Board Experience | | | • | • | | • | • | • | | • | | Business Development / M&A | • | • | | • | • | | • | • | • | • | | Financial Experience | • | • | | • | • | • | • | • | • | • | | Global Experience | • | • | • | • | • | • | • | • | • | • | | Building Products Industry Experience | • | • | • | | | | | | • | • | | Sustainability Experience | | | | | | • | | • | | | | Compliance Experience | | • | | • | • | • | | • | | • | | IT / Cybersecurity | | | • | | • | | | | | • | | Human Capital Management | | | • | • | | • | | • | | | | Regulatory / Government Relations | | | | | | • | | • | | • | | Marketing / E-commerce | • | | • | | | | | | • | |

  9. Members of the Board of Directors

    Members of the Board of Directors The following sets forth, as of March 12, 2026, information about the business experience and qualifications of each nominee of the Company.

  10. Members of the Board of Directors

    | DIRECTOR SINCE 2022 PRINCIPAL OCCUPATION CEO, JELD-WEN Holding, Inc. AGE 53 BOARD COMMITTEES ■None SKILLS AND QUALIFICATIONS ■Current or Former CEO ■Business Development / M&A ■Financial Experience ■Global Experience ■Building Products Industry Experience ■Marketing / E-commerce | 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 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. ■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 |

  11. Members of the Board of Directors

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  12. Members of the Board of Directors

    | DIRECTOR SINCE 2024 PRINCIPAL OCCUPATION Chief Financial Officer, DuPont AGE 50 BOARD COMMITTEES ■Audit ■Compensation SKILLS AND QUALIFICATIONS ■Current or Former CFO ■Business Development / M&A ■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 $7 billion in revenue multinational industrial advanced solutions provider. Ms. Franzen was part of the team responsible for separating DuPont into two independent businesses - Electronics (now Qnity Electronics, Inc.) 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 (inactive). ■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 |

  13. Members of the Board of Directors

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  14. Members of the Board of Directors

    | DIRECTOR SINCE 2022 PRINCIPAL OCCUPATION Corporate Director; Former CMO, Walmart.com AGE 62 BOARD COMMITTEES ■Audit ■Compensation (Chair) SKILLS AND QUALIFICATIONS ■Public Company Board Experience ■Global Experience ■Building Products Industry Experience ■IT / Cybersecurity ■Marketing / E-commerce ■Human Capital Management | 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 Ulta Beauty, the largest specialty beauty retailer in the United States, and Ferguson Enterprises, North America's largest value-add distributor of essential water and air solutions. Ms. Halligan brings deep experience in management succession planning gained from overseeing successful CEO succession processes, including at Ulta Beauty. She also has broad corporate governance experience from serving on the nominating and governance committee of Driven Brands. ■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 |

  15. Members of the Board of Directors

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  16. Members of the Board of Directors

    | DIRECTOR SINCE 2023 PRINCIPAL OCCUPATION Corporate Director; Former President and CEO, Nordson Corporation AGE 71 BOARD COMMITTEES ■Compensation ■Governance and Nominating SKILLS AND QUALIFICATIONS ■Current or Former CEO ■Public Company Board Experience ■Business Development / M&A ■Financial Experience ■Global Experience ■Compliance Experience ■Human Capital Management | 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 established 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 CEO transitions 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 |

  17. Members of the Board of Directors

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  18. Members of the Board of Directors

    | DIRECTOR SINCE 2021 PRINCIPAL OCCUPATION CFO, Molson Coors Beverage Company AGE 59 BOARD COMMITTEES ■Audit (Chair) ■Compensation SKILLS AND QUALIFICATIONS ■Current or Former CFO ■Business Development / M&A ■Financial Experience ■Global Experience ■IT / Cybersecurity ■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 |

  19. Members of the Board of Directors

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  20. Members of the Board of Directors

    | DIRECTOR SINCE 2021 PRINCIPAL OCCUPATION Consultant and Former CEO, Dallas Mavericks AGE 66 BOARD COMMITTEES ■Compensation ■Governance and Nominating SKILLS AND QUALIFICATIONS ■Current or Former CEO ■Public Company Board Experience ■Financial Experience ■Global Experience ■Sustainability Experience ■Compliance Experience ■Human Capital Management ■Regulatory / Government Relations | 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 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 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 – 2025) ■Chime Financial, Inc. (2021 – 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 |

  21. Members of the Board of Directors

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  22. Members of the Board of Directors

    | DIRECTOR SINCE 2021 PRINCIPAL OCCUPATION Corporate Director; Former Executive Chairman and CEO, Hubbell Incorporated AGE 68 BOARD COMMITTEES ■None SKILLS AND QUALIFICATIONS ■Current or Former CEO ■Current or Former CFO ■Public Company Board Experience ■Business Development / M&A ■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 System, 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 |

  23. Members of the Board of Directors

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  24. Members of the Board of Directors

    | DIRECTOR SINCE 2014 PRINCIPAL OCCUPATION Attorney Private Investor AGE 70 BOARD COMMITTEES ■Governance and Nominating (Chair) ■Audit SKILLS AND QUALIFICATIONS ■Public Company Board Experience ■Business Development / M&A ■Financial Experience ■Global Experience ■Sustainability Experience ■Compliance Experience ■Human Capital Management ■Regulatory / Government Relations | 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 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 |

  25. Members of the Board of Directors

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  26. Members of the Board of Directors

    | DIRECTOR SINCE 1985 PRINCIPAL OCCUPATION Managing Member, Spruce Street Ventures, LLC AGE 71 BOARD COMMITTEES ■None SKILLS AND QUALIFICATIONS ■Current or Former CEO ■Business Development / M&A ■Financial Experience ■Global Experience ■Building Products Industry Experience ■Marketing / E-commerce | 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 |

  27. Members of the Board of Directors

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  28. Members of the Board of Directors

    | DIRECTOR SINCE 2012 PRINCIPAL OCCUPATION Private Investor AGE 73 BOARD COMMITTEES ■Audit ■Governance and Nominating SKILLS AND QUALIFICATIONS ■Current or Former CEO ■Public Company Board Experience ■Business Development / M&A ■Financial Experience ■Global Experience ■Building Products Industry Experience ■Compliance Experience ■IT / Cybersecurity ■Regulatory / Government Relations | 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 |

  29. Members of the Board of Directors

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  30. Director Compensation Structure

    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 2025:

  31. Director Compensation Structure

    | 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 |

  32. Director Compensation Structure

    *Committee chair retainer paid unless such position is held by the Chair of the Board. **Given market volatility, the Company removed the five-year compliance period. However, directors are required to retain ownership of shares acquired until the stock ownership requirement is met and maintain compliance.

  33. 2025 Director Compensation

    2025 Director Compensation The following table provides summary information for the year ended December 31, 2025, relating to compensation paid to or accrued by us on behalf of our directors who served in this capacity during 2025. 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 44.

  34. 2025 Director Compensation

    | DIRECTOR | FEES EARNED OR PAID IN CASH | STOCK AWARDS(1) | ALL OTHER COMPENSATION | TOTAL | | William J. Christensen | — | — | — | — | | Antonella B. Franzen | $100,000 | $150,000 | — | $250,000 | | Catherine A. Halligan | $118,000 | $150,000 | — | $268,000 | | 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 | $115,000 | $150,000 | — | $265,000 | | Roderick C. Wendt | $100,000 | $150,000 | — | $250,000 | | Steven E. Wynne | $100,000 | $150,000 | — | $250,000 |

  35. 2025 Director Compensation

    (1)Reflects the grant date fair value of RSUs, calculated in accordance with FASB ASC Topic 718. For 2025, the calculation is described in Note 18 — Stock Compensation in our audited financial statements for the year ended December 31, 2025 in our Annual Report on Form 10-K into which this Proxy Statement is incorporated by reference. As of December 31, 2025, each of Messrs. Hilton, Nord, Taten, Wendt and Wynne and Mses. Franzen, Halligan, Joubert and Marshall had 37,974 RSUs outstanding.

  36. Section 1 – Compensation Objectives and Philosophy

    | Reward Long-Term Growth and Profitability: Emphasizing 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. |

  37. Cash Bonuses

    Cash Bonuses

  38. Long-Term

    Long-Term

  39. Equity Awards

    Equity Awards

  40. Long-Term

    Long-Term

  41. Incentive Plan

    Incentive Plan 52%

  42. Long-Term

    Long-Term

  43. Incentive Plan

    Incentive Plan 71%

  44. Use of Compensation Consultant

    Use of Compensation Consultant The Committee directly engaged Pay Governance as its independent consultant to assist the Committee in fulfilling its responsibilities, including by providing advice, research and analysis regarding executive compensation trends and norms; providing recommendations to the Committee regarding the composition of our peer group for purposes of compensation comparison; reviewing and analyzing peer group and industry information to assist with setting both specific elements of, and the total amount of, executive compensation; and advising on the structure and operation of the Company’s incentive compensation plans. Pay Governance reports directly to the Committee, and receives no compensation from the Company other than for its work in advising the Committee. The Committee analyzed any relationships that Pay Governance had with the Company, members of the Committee, executive officers and management, and concluded that, after consideration of the specific factors identified by the SEC and the NYSE that may affect the independence of compensation advisors, there were no independence or conflict-of-interest concerns related to Pay Governance.

  45. Use of Compensation Consultant

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  46. Peer Group

    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 Pay Governance, 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. While the Committee reviews compensation data with a view to confirming that a given executive's compensation is competitive, it retains the discretion in setting an executive's compensation. 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 2025, the Committee used the following peer group for purposes of executive compensation comparison:

  47. Peer Group

    | American Woodmark Corporation (AMWD) | Mohawk Industries, Inc. (MHK) | | A.O. Smith Corporation (AOS) | Newell Brands Inc. (NWL) | | Allegion plc (ALLE) | Owens Corning (OC) | | Fortune Brands Innovations, Inc. (FBIN) | Patrick Industries, Inc. (PATK) | | Griffon Corporation (GFF) | Resideo Technologies, Inc. (REZI) | | Lennox International, Inc. (LII) | Simpson Manufacturing Co., Inc. (SSD) | | Martin Marietta Materials, Inc. (MLM) | Snap-on Incorporated (SNA) | | Masco Corporation (MAS) | UFP Industries, Inc. (UFPI) | | MasterBrand, Inc. (MBC) | Vulcan Materials Company (VMC) |

  48. Annual Cash Incentives under the Management Incentive Plan (“MIP”)

    Annual Cash Incentives under the Management Incentive Plan (“MIP”) We believe it is important to motivate our NEOs to achieve 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 and non-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. 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.

  49. Annual Cash Incentives under the Management Incentive Plan (“MIP”)

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  50. Annual Cash Incentives under the Management Incentive Plan (“MIP”)

    The Committee established the 2025 MIP opportunity for each of our NEOs, expressed as a percentage of base salary, as follows:

  51. Annual Cash Incentives under the Management Incentive Plan (“MIP”)

    | NAME | THRESHOLD | TARGET | MAXIMUM | | William J. Christensen | 47% | 135% | 270% | | Samantha L. Stoddard | 25% | 70% | 140% | | James S. Hayes | 21% | 60% | 120% | | Wendy A. Livingston | 21% | 60% | 120% | | Matthew A. Meier | 21% | 60% | 120% | | Gustavo Vianna | 21% | 60% | 120% |

  52. 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 2025 operating plan (Adjusted EBITDA and Operating Cash Flow (“OCF”)) and a corporate scorecard with the following weightings: For MIP purposes, the Committee uses Adjusted EBITDA as reported, excluding the impact of acquisitions and divestitures during the plan year, as may be further adjusted for discrete items at the Committee’s sole discretion. The Committee also uses Operating Cash Flow as reported, as may be further adjusted for discrete items at the Committee’s sole discretion in accordance with the terms of the MIP. The corporate scorecard consists of safety, quality and delivery metrics designed to reinforce a company-wide focus on improved service levels critical to the Company's short-term and long-term performance. For 2025, the Company Performance Metrics apply to our executives with global functional responsibilities, including Messrs. Christensen, Hayes, and Meier and Mses. Stoddard and Livingston.

  53. Company Performance Metrics

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  54. 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. Vianna for 2025. For 2025, in addition to the overall Company Performance Metric, the Committee established the Regional Performance Metrics based on two regional measurements under our 2025 operating plan (Adjusted EBITDA and Operating Cash Flow (“OCF”)) and a regional scorecard focused on safety, quality and delivery metrics with the following weightings:

  55. 2025 MIP Results

    2025 MIP Results The 2025 MIP Company and Regional Performance Metrics established by the Committee, and applicable to our NEOs, are set forth in the table below.

  56. 2025 MIP Results

    | | | (AMOUNTS SHOWN IN MILLIONS, EXCEPT SCORECARD) | | | | PERFORMANCE GOAL | WEIGHTING | THRESHOLD | TARGET | MAXIMUM | | Company | | | | | | Adjusted EBITDA | 40% | $150 | $250 | $325 | | Operating Cash Flow | 40% | ($20) | $30 | $80 | | Scorecard (1) | 20% | Multiple quantitative and qualitative assessments of safety, quality and delivery | | | | Regional – North America | | | | | | Company Performance | 25% | | See above | | | Regional Adjusted EBITDA | 27.5% | $140 | $234 | $304 | | Regional Operating Cash Flow | 27.5% | $100 | $140 | $180 | | Scorecard (1) | 20% | Multiple quantitative and qualitative assessments of safety, quality and delivery | | |

  57. 2025 MIP Results

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  58. 2025 MIP Results

    | | | (AMOUNTS SHOWN IN MILLIONS, EXCEPT SCORECARD) | | | | PERFORMANCE GOAL | WEIGHTING | THRESHOLD | TARGET | MAXIMUM | | Regional – Europe | | | | | | Company Performance | 25% | | See above | | | Regional Adjusted EBITDA | 27.5% | €44 | €74 | €96 | | Regional Operating Cash Flow | 27.5% | €14 | €34 | €54 | | Scorecard (1) | 20% | Multiple quantitative and qualitative assessments of safety, quality and delivery | | |

  59. 2025 MIP Results

    (1)Scorecard consists of safety, quality and delivery metrics at the enterprise level and the North America and Europe operating segments with payout percentages of 50%, 100% and 200% for threshold performance, target performance and maximum performance, respectively. The results of the Company’s 2025 financial performance were measured against these pre-established performance goals that were set in February 2025 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 2025, the Company’s Adjusted EBITDA was $118 million and OCF was ($4.9) million. The corporate scorecard consists of safety, quality and delivery metrics designed to reinforce a company-wide focus on improved service levels critical to the Company's short-term and long-term performance. The Committee assessed progress in each of these areas and determined a target payout was earned for the scorecard for 2025. Based on these results, the Company Performance Metrics yielded a MIP payout of 42% of target. For North America, the Company reported $99.5 million in Adjusted EBITDA and $108.2 million in OCF. For Europe, the Company reported €48.7 million in Adjusted EBITDA and €23.5 million in OCF. A target payout for the regional scorecard was earned by both regions. Based on these results, the Regional Performance Metrics yielded a MIP payout of 40% of target for North America and 59% for Europe. The Committee awarded 2025 MIP bonuses to our NEOs as follows:

  60. 2025 MIP Results

    | NAME | PAYMENT AMOUNT | PERCENTAGE OF TARGET | | William J. Christensen | $621,473 | 42% | | Samantha L. Stoddard | $168,446 | 42% | | James S. Hayes | $129,317 | 42% | | Wendy A. Livingston | $125,550 | 42% | | Matthew C. Meier | $119,273 | 42% | | Gustavo Vianna (1) | $373,446 | 100% |

  61. 2025 MIP Results

    (1)Mr. Vianna passed away in December 2025. Pursuant to Mr. Vianna's employment agreement, he was entitled to a target MIP payout in connection with termination upon death.

  62. 2025 MIP Results

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  63. Long-Term Incentive Plan

    Long-Term Incentive Plan

  64. OMNIBUS EQUITY PLAN

    OMNIBUS EQUITY PLAN In connection with our IPO in 2017, the Board adopted and our stockholders approved the 2017 Plan, which has been amended from time to time and will terminate in January 2027. Equity awards granted in connection with and following our IPO were made under the 2017 Plan. Under the 2017 Plan, the Committee has granted 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. At the Annual Meeting, we are asking stockholders to approve the 2026 Plan. For more information, refer to Proposal 4 in this Proxy Statement.

  65. STOCK OPTIONS

    STOCK OPTIONS The Committee has utilized 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. The Board has adopted a form of option award agreement under the 2017 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.

  66. 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 2017 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.

  67. 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 generally 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 2017 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 (or the opportunity to earn a pro rata portion of the award in the event of termination due to death, disability or retirement based upon actual performance). Participants will be eligible to earn a specified range ( 0-150% for fiscal years 2023 and 2024) of the PSU target award based on our actual performance with respect to selected metrics for the fiscal years specified in the grant. For PSU grants made in 2025, the potential payout range is 0-210% with the modifier for total stockholder return (“TSR”) relative to the Russell 3000 Index.

  68. PERFORMANCE SHARE UNITS

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  69. PERFORMANCE SHARE UNITS

    For the PSU awards granted in February 2023, the number of shares that vest is determined by performance against pre-set, three-year performance targets for Return on Invested Capital (“ROIC”) and TSR relative to the Russell 3000 Index, each weighted at 50%, with ROIC targets of 8.4%, 9.4% and 10.4% for threshold, target and maximum performance, respectively, and relative TSR targets of the 25th percentile, 50th percentile and 75th percentile for threshold, target and maximum performance, respectively. The Committee has the discretion to adjust the performance metrics to account for unanticipated or other significant events, including changes in the Company’s structure. The Company's performance for the three-year period was below threshold performance for ROIC and relative TSR. As the pre-established performance metrics for the three-year performance period were not met, the PSU awards granted on February 14, 2023 did not vest. The target award and payout of the 2023 PSU awards are set forth below.

  70. PERFORMANCE SHARE UNITS

    | NAME | TARGET AWARD (# OF PSUs) | PAYOUT (# OF PSUs) | | William J. Christensen | 140,264 | 0 | | Samantha L. Stoddard (1) | — | 0 | | James S. Hayes (2) | 15,209 | 0 | | Wendy A. Livingston (3) | — | 0 | | Matthew C. Meier (4) | — | 0 | | Gustavo Vianna (5) | — | 0 |

  71. PERFORMANCE SHARE UNITS

    (1)Ms. Stoddard was promoted to EVP and Chief Financial Officer on July 1, 2024 and did not receive a 2023 PSU grant. (2)Mr. Hayes was promoted to EVP, General Counsel & Corporate Secretary on June 1, 2023 and received a 2023 PSU grant on June 1, 2023. (3)Ms. Livingston joined the Company in June 2023 and did not receive a 2023 PSU grant. (4)Mr. Meier joined the Company in January 2024 and did not receive a 2023 PSU grant. (5)Mr. Vianna joined the Company in January 2024 and did not receive a 2023 PSU grant.

  72. ANNUAL LONG-TERM INCENTIVE EQUITY AWARDS

    ANNUAL LONG-TERM INCENTIVE EQUITY AWARDS The Committee uses a mix of long-term incentive equity award vehicles, 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. Annually, the Committee grants long-term incentive equity awards (“LTIP Awards”) to eligible employees and members of our executive team, including our NEOs. Through 2025, the Committee has issued LTIP Awards in the form of a combination of PSUs, RSUs and stock options to continue a strong pay-for-performance alignment of the Company’s compensation program with long-term interests of stockholders. In 2026, the Committee plans to grant a combination of PSUs and RSUs. In an effort to minimize the dilutive effect of the the 2017 Plan awards, in February 2026, all outstanding stock options granted to Messrs. Christensen, Hayes and Meier and Mses. Stoddard and Livingston were amended to include a tandem stock appreciation right component which will be settled solely in cash upon exercise and the PSUs granted in 2024 to Messrs. Christensen, Hayes and Meier and Mses. Stoddard and Livingston were amended to provide that such PSUs, to the extent vested and earned, will be settled solely in cash. The Committee awards equity based on a target value as a percentage of an executive’s base salary. 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 judgment, 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.

  73. ANNUAL 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 |

  74. ANNUAL LONG-TERM INCENTIVE EQUITY AWARDS

    In February 2025, 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 2025 equity awards for our CEO is the following: 50% PSUs, 25% RSUs and 25% stock options. Accordingly, the Committee approved 2025 LTIP Awards to our NEOs valued as set forth below.

  75. ANNUAL LONG-TERM INCENTIVE EQUITY AWARDS

    | NAME | STOCK OPTIONS(1) | RSUs(2) | PSUs(3) | | William J. Christensen | $1,380,535 | $138,532 | $2,761,073 | | Samantha L. Stoddard | $379,520 | $379,521 | $391,016 | | James S. Hayes | $320,465 | $320,461 | $330,172 | | Wendy A. Livingston | $288,761 | $288,758 | $297,510 | | Matthew C. Meier | $234,975 | $234,974 | $242,091 | | Gustavo Vianna (4) | $330,027 | $330,026 | $340,030 |

  76. ANNUAL LONG-TERM INCENTIVE EQUITY AWARDS

    (1)All stock options have a strike price of $9.05 (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 11, 2025) and expire ten years from the date of grant. In February 2026, all outstanding stock options granted to Messrs. Christensen, Hayes and Meier and Mses. Stoddard and Livingston were amended to include a tandem stock appreciation right component which will be settled solely in cash upon exercise. As a result, no shares will be issued pursuant to the exercise of these options. (2)RSUs vest ratably on each of the first three anniversaries of the date of grant (February 11, 2025) subject to continued employment on each vesting date or as otherwise provided in the award agreement. (3)Value of PSUs issued at target. PSUs cliff vest in a range of 0-210% of target (inclusive of the 10% relative TSR modifier) on February 11, 2027, which is the third anniversary of the date of grant subject to continued employment or as otherwise provided in the award agreement. The target value of PSUs does not match the amounts in the grant date accounting value columns of the Summary Compensation Table and the Grant of Plan-Based Awards Table because the grant date of those PSUs for SEC reporting purposes occurs when the performance goals are set. Since goals under our fiscal 2025-2027 PSUs are established annually within the first quarter of each fiscal year, the amounts in the “Stock Awards” column in the Summary Compensation Table and the “Grant Date Fair Value of Stock and Option Awards” column in the Grants of Plan-Based Awards Table include those fiscal 2025-2027 PSUs related to the performance period for which the Committee has established performance goals (fiscal 2025 only). (4)Mr. Vianna passed away in December 2025. His unvested equity awards will continue to vest in accordance with the terms of the respective award agreement. In 2025, the Committee determined the 2025 PSUs for the three-year performance period including fiscal years 2025 through 2027 would be tied to performance against two financial metrics measured by three consecutive one-year periods, and could be modified up or down based on the Company's three-year relative TSR performance against the Russell 3000 Index.

  77. ANNUAL LONG-TERM INCENTIVE EQUITY AWARDS

    | FY2025-2027 PERFORMANCE MEASURES | WEIGHTING | RATIONALE | | Three One-Year Net Trade Sales Goals | 50% | Metric that focuses on top-line growth and enhanced shareholder returns | | Three One-Year ROIC Goals | 50% | Metric that focuses on the effectiveness of the use of capital in our operations | | Three-Year relative TSR Modifier | 10% to -10% | Metric used to focus on stock performance and strengthen alignment of interest of our executives and stockholders |

  78. ANNUAL 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 |

  79. ANNUAL LONG-TERM INCENTIVE EQUITY AWARDS

    Final payout under the 2025 PSU awards will be determined following the end of the three-year performance period.

  80. ANNUAL LONG-TERM INCENTIVE EQUITY AWARDS

    | Target Number of PSUs | | | | | | TSR Modifier (-10% - 10%) | = | Earned Number of PSUs (0-210%) | | | | Three One-Year Results Payout % | | | | | | | | | | Fiscal 2025 Results (0%-200%) | Fiscal 2026 Results (0%-200%) | Fiscal 2027 Results (0%-200%) | | | | | | | | | Three-Year Performance Period of FY2025-2027 | | | | | |

  81. ANNUAL LONG-TERM INCENTIVE EQUITY AWARDS

    In February 2025, the Committee established the following one-year performance goals for 2025 for the two financial metrics as well as a three-year relative performance metric to further align executive compensation with shareholder value creation.

  82. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation paid to each NEO for services performed during the years ended December 31, 2023, 2024 and 2025.

  83. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY(1) | BONUS(2) | STOCK AWARDS(3) | OPTION AWARDS(4) | NON-EQUITY INCENTIVE PLAN COMPENSATION(5) | ALL OTHER COMPENSATION(7) | TOTAL | | William J. Christensen Chief Executive Officer | 2025 | $1,060,784 | — | $2,300,890 | $2,284,066 | $621,473 | $16,130 | $6,283,343 | | | 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 | | Samantha L. Stoddard EVP & Chief Financial Officer | 2025 | $548,862 | — | $509,860 | $627,907 | $168,446 | $14,000 | $1,869,075 | | | 2024 | $465,096 | — | $872,257 | $106,029 | — | $13,800 | $1,457,182 | | | 2023 | — | — | — | — | — | — | — | | James S. Hayes EVP, General Counsel & Corporate Secretary | 2025 | $515,000 | — | $430,518 | $530,203 | $129,317 | $14,000 | $1,619,038 | | | 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 | | Wendy A. Livingston EVP, Chief Human Resources Officer | 2025 | $500,000 | — | $387,928 | $477,750 | $125,550 | $13,846 | $1,505,074 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Matthew C. Meier EVP, Chief Digital & Information Officer | 2025 | $475,000 | — | $315,671 | $388,761 | $119,273 | $403,549 | $1,702,254 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Gustavo Vianna Former EVP & President, Europe (6) | 2025 | $637,631 | — | $443,370 | $546,023 | $373,446 | $164,075 | $2,164,545 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — |

  84. Summary Compensation Table

    (1)The amounts in the salary column represent the U.S. dollar value of salary paid to each NEO with respect to each year during which the individual was a NEO. (2)Mr. Hayes received a discretionary bonus of $70,000 in March 2023 for his individual performance. Mr. Hayes was promoted to EVP, General Counsel & Corporate Secretary on June 1, 2023. (3)Reflects the grant date fair value of RSUs and PSUs at target payout, calculated in accordance with FASB ASC Topic 718. For 2025, the calculation is described in Note 18 — Stock Compensation in our audited financial statements for the year ended December 31, 2025, in our Annual Report on Form 10-K into which this Proxy Statement is incorporated by reference. Reflects one-third of 2025 PSUs granted at target as performance goals were set for fiscal year 2025 only. The value of the PSU awards that were considered granted in 2025 on the grant date under FASB ASC Topic 718 at maximum payout (i.e., 210% of target with the 10% relative TSR modifier) is as follows: Mr. Christensen ($1,741,217), Ms. Stoddard ($246,587), Mr. Hayes ($208,216), Ms. Livingston ($187,619), Mr. Meier ($152,670) and Mr. Vianna ($214,433). See “Grants of Plan-Based Awards” table below. Mr. Vianna passed away in December 2025. His unvested equity will continue to vest in accordance with the terms of their respective award agreements. (4)Reflects the grant date fair value of stock options calculated in accordance with FASB ASC Topic 718. For 2025, the calculation is described in Note 18 — Stock Compensation in our audited financial statements for the year ended December 31, 2025, in our Annual Report on Form 10-K into which this Proxy Statement is incorporated by reference. (5)The amounts reported in this column represent amounts paid pursuant to the Company’s MIP for the applicable year. (6)Mr. Vianna's amounts are converted from the pound sterling (GBP) to United State dollars (USD) using the exchange rate on the close of business on December 31, 2025 (1 GBP = 0.74288 USD). Mr. Vianna passed away in December 2025. His unvested equity awards will continue to vest in accordance with the terms of their respective award agreements. (7)For 2025, the amounts in this column represent all other compensation not reported in any other column of the “Summary Compensation Table,” as reported in detail in the table below.

  85. Summary Compensation Table

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  86. Summary Compensation Table

    | NAME | 401(k) MATCH/ PENSION(a) | OTHER PERQUISITES(b) | TAX GROSS- UPS(c) | TOTAL | | William J. Christensen | $14,000 | $1,200 | $930 | $16,130 | | Samantha L. Stoddard | $14,000 | — | — | $14,000 | | James S. Hayes | $14,000 | — | — | $14,000 | | Wendy A. Livingston | $13,846 | — | — | $13,846 | | Matthew C. Meier | $13,154 | $356,478 | $33,917 | $403,549 | | Gustavo Vianna (d) | $8,077 | $131,869 | $24,129 | $164,075 |

  87. Summary Compensation Table

    (a)Amounts listed are employer matching contributions for 2025 to the 401(k) Plan. (b)For Mr. Meier, includes moving and relocation allowance. For Mr. Christensen includes tax preparation services. For Mr. Vianna, includes car allowance ($16,153), social security contributions ($99,534) and tax preparation services ($16,182). (c)The tax gross-up amount for Mr. Meier is related to moving and relocation. Mr. Christensen's tax gross-up amount is related to tax preparation services. (d)Mr. Vianna's amounts are converted from the GBP to USD using the exchange rate on the close of business on December 31, 2025 (1 GBP = 0.74288 USD).

  88. Summary Compensation Table

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  89. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table summarizes the awards granted to each of our NEOs during the year ended December 31, 2025.

  90. Grants of Plan-Based Awards

    | | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON- EQUITY INCENTIVE PLAN AWARDS(2) | | | ESTIMATED POSSIBLE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(3) | | | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS | EXERCISE OR BASE PRICE OF OPTION AWARDS (PER SHARE) | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(4) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(5) | | NAME | AWARD TYPE(1) | GRANT DATE | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | | | | | | William J. Christensen | MIP | | $657,800 | $1,430,000 | $2,860,000 | | | | | | | | | | NSO | 02/11/25 | | | | | | | 252,383 | $9.05 | | $1,380,535 | | | PSU | 02/11/25 | | | | 48,593 | 97,186 | 194,372 | | | | $920,351 | | | RSU | 02/11/25 | | | | | | | | | 152,545 | $1,380,532 | | Samantha L. Stoddard | MIP | | $100,625 | $402,500 | $805,000 | | | | | | | | | | NSO | 02/11/25 | | | | | | | 69,382 | $9.05 | | $379,520 | | | PSU | 02/11/25 | | | | 6,882 | 13,763 | 27,526 | | | | $130,336 | | | RSU | 02/11/25 | | | | | | | | | 41,936 | $379,521 | | James S. Hayes | MIP | | $64,890 | $309,000 | $618,000 | | | | | | | | | | NSO | 02/11/25 | | | | | | | 58,586 | $9.05 | | $320,465 | | | PSU | 02/11/25 | | | | 5,811 | 11,621 | 23,242 | | | | $110,051 | | | RSU | 02/11/25 | | | | | | | | | 35,410 | $320,461 | | Wendy A. Livingston | MIP | | $63,000 | $300,000 | $600,000 | | | | | | | | | | NSO | 02/11/25 | | | | | | | 52,790 | $9.05 | | $288,761 | | | PSU | 02/11/25 | | | | 5,236 | 10,472 | 20,944 | | | | $99,170 | | | RSU | 02/11/25 | | | | | | | | | 31,907 | $288,758 | | Matthew C. Meier | MIP | | $59,850 | $285,000 | $570,000 | | | | | | | | | | NSO | 02/11/25 | | | | | | | 42,957 | $9.05 | | $234,975 | | | PSU | 02/11/25 | | | | 4,261 | 8,521 | 17,042 | | | | $80,694 | | | RSU | 02/11/25 | | | | | | | | | 25,964 | $234,974 | | Gustavo Vianna (6) | MIP | | $69,300 | $330,000 | $660,000 | | | | | | | | | | NSO | 02/11/25 | | | | | | | 60,334 | $9.05 | | $330,027 | | | PSU | 02/11/25 | | | | 5,984 | 11,968 | 23,936 | | | | $113,337 | | | RSU | 02/11/25 | | | | | | | | | 36,467 | $330,026 |

  91. Grants of Plan-Based Awards

    (1)Awards labeled as “MIP” are granted pursuant to the Company’s MIP. All other awards listed in this column are granted pursuant to the 2017 Plan. (2)Reflects potential payouts under the 2025 MIP as reported above in the “Summary Compensation Table.” (3)These columns represent the threshold, target and maximum potential payouts pursuant to the PSUs granted in 2025, which are scheduled to vest, upon the certification of the achievement of the predetermined performance metrics, on the third anniversary of the date of grant. (4)Represents RSUs granted to each NEO, all of which are scheduled to vest ratably on each of the first three anniversaries of the date of grant. (5)The amounts reflect the grant date fair values for stock options, RSUs and PSUs computed in accordance with FASB ASC Topic 718. Values for PSUs reflect the fair value of the shares on the date of grant based on the probable outcome of performance conditions (consistent with FASB ASC Topic 718). Reflects one-third of PSUs granted at target as performance goals were set for fiscal year 2025 only. In February 2026, all outstanding stock options granted to Messrs. Christensen, Hayes and Meier and Mses. Stoddard and Livingston were amended to include a tandem stock appreciation right component which will be settled solely in cash upon exercise. As a result, no shares will be issued pursuant to the exercise of these options. (6)Mr. Vianna passed away in December 2025. His unvested equity awards will continue to vest in accordance with the terms of their respective award agreements.

  92. Grants of Plan-Based Awards

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  93. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of securities underlying the equity awards held by each of our NEOs as of December 31, 2025.

  94. Outstanding Equity Awards at Fiscal Year-End

    | | | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (1) | OPTION EXERCISE PRICE | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(3) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(4) | EQUITY INCENTIVE PLAN AWARDS: MARKET VALUE OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3) | | William J. Christensen | 12/15/22 | 224,077 | | $9.89 | 12/15/32 | | | | | | | 02/14/23 | | | | | | | 70,132 | $172,525 | | | 02/06/24 | 33,955 | 68,939 | $18.52 | 02/06/34 | | | | | | | 02/06/24 | | | | | | | 59,794 | $147,093 | | | 02/06/24 | | | | | 39,868 | $98,075 | | | | | 02/11/25 | | 252,383 | $9.05 | 02/11/35 | | | | | | | 02/11/25 | | | | | | | 48,593 | $119,539 | | | 02/11/25 | | | | | 152,545 | $375,261 | | | | Samantha L. Stoddard | 02/14/23 | | | | | 8,501 | $20,912 | | | | | 02/14/23 | | | | | 5,000 | $12,300 | | | | | 02/06/24 | | | | | | | 7,868 | $19,355 | | | 02/06/24 | | | | | 10,491 | $25,808 | | | | | 07/01/24 | 3,267 | 6,633 | $12.97 | 07/01/34 | | | | | | | 07/01/24 | | | | | | | 5,100 | $12,546 | | | 07/01/24 | | | | | 6,633 | $16,317 | | | | | 02/11/25 | | 69,382 | $9.05 | 02/11/35 | | | | | | | 02/11/25 | | | | | | | 6,882 | $16,930 | | | 02/11/25 | | | | | 41,936 | $103,163 | | | | James S. Hayes | 02/25/19 | 5,003 | | $20.96 | 02/25/29 | | | | | | | 02/11/20 | 4,206 | | $24.54 | 02/11/30 | | | | | | | 02/14/23 | | | | | 5,000 | $12,300 | | | | | 02/14/23 | | | | | 8,501 | $20,912 | | | | | 06/01/23 | 17,765 | 9,152 | $13.15 | 06/01/33 | | | | | | | 06/01/23 | | | | | | | 7,605 | $18,708 | | | 02/06/24 | 12,201 | 24,773 | $18.52 | 02/06/34 | | | | | | | 02/06/24 | | | | | | | 11,069 | $27,230 | | | 02/06/24 | | | | | 14,326 | $35,242 | | | | | 02/11/25 | | 58,586 | $9.05 | 02/11/35 | | | | | | | 02/11/25 | | | | | | | 5,811 | $14,295 | | | 02/11/25 | | | | | 35,410 | $87,109 | | |

  95. Outstanding Equity Awards at Fiscal Year-End

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  96. Outstanding Equity Awards at Fiscal Year-End

    | | | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (1) | OPTION EXERCISE PRICE | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(3) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(4) | EQUITY INCENTIVE PLAN AWARDS: MARKET VALUE OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3) | | Wendy A. Livingston | 06/27/23 | | | | | 10,000 | $24,600 | | | | | 02/06/24 | 11,591 | 23,535 | $18.52 | 02/06/34 | | | | | | | 02/06/24 | | | | | | | 10,515 | $25,867 | | | 02/06/24 | | | | | 13,610 | $33,481 | | | | | 02/11/25 | | 52,790 | $9.05 | 02/11/35 | | | | | | | 02/11/25 | | | | | | | 5,236 | $12,881 | | | 02/11/25 | | | | | 31,907 | $78,491 | | | | Matthew C. Meier | 02/06/24 | 7,117 | 14,451 | $18.52 | 02/06/34 | | | | | | | 02/06/24 | | | | | | | 6,457 | $15,884 | | | 02/06/24 | | | | | 8,357 | $20,558 | | | | | 02/11/25 | | 42,957 | $9.05 | 02/11/35 | | | | | | | 02/11/25 | | | | | | | 4,261 | $10,482 | | | 02/11/25 | | | | | 25,964 | $63,871 | | | | Gustavo Vianna (5) | 02/06/24 | 10,167 | 20,645 | $18.52 | 02/06/34 | | | | | | | 02/06/24 | | | | | | | 9,224 | $22,691 | | | 02/06/24 | | | | | 11,939 | $29,370 | | | | | 02/11/25 | | 60,334 | $9.05 | 02/11/35 | | | | | | | 02/11/25 | | | | | | | 5,984 | $14,721 | | | 02/11/25 | | | | | 36,467 | $89,709 | | |

  97. Outstanding Equity Awards at Fiscal Year-End

    (1)The amounts in this column represent the total number of options not vested as of December 31, 2025. The options generally vest one-third annually from date of grant. In February 2026, all outstanding stock options granted to Messrs. Christensen, Hayes and Meier and Mses. Stoddard and Livingston were amended to include a tandem stock appreciation right component which will be settled solely in cash upon exercise. As a result, no shares will be issued pursuant to the exercise of these options. (2)The amounts in this column represent the total number of RSUs not vested as of December 31, 2025. The RSUs generally vest one-third annually from the date of grant. However, one of Mr. Hayes' 2023 RSU grants and one of Ms. Stoddard's 2023 RSU grants vested 50% on February 14, 2025 with the remaining 50% to vest on February 14, 2026. (3)Based on the per share closing market price of our common stock on December 31, 2025 of $2.46. (4)The amounts in this column represent the number of PSUs, which were not vested as of December 31, 2025, for the performance periods 2023 through 2025 (for awards granted in 2023), 2024 through 2026 (for awards granted in 2024) and 2025 through 2027 (for awards granted in 2025) based on the achievement of threshold performance. See footnote 3 to Summary Compensation Table regarding PSUs granted in 2025. In February 2026, the PSUs granted in 2024 to Messrs. Christensen, Hayes and Meier and Mses. Stoddard and Livingston were amended to provide that such PSUs, to the extent vested and earned, would be settled solely in cash. As a result, no shares will be issued pursuant to those awards. (5)Mr. Vianna passed away in December 2025. His unvested equity awards will continue to vest in accordance with the terms of their respective award agreements.

  98. Outstanding Equity Awards at Fiscal Year-End

    | PROXY SUMMARY | CORPORATE GOVERNANCE | BOARD OF DIRECTORS | COMPENSATION OF EXECUTIVE OFFICERS | AUDIT COMMITTEE MATTERS | OTHER PROPOSAL | ANNUAL MEETING AND VOTING INFO |

  99. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table lists the stock awards vested for each of the NEOs during the year ended December 31, 2025. None of the NEOs exercised options during the year ended December 31, 2025.

  100. Option Exercises and Stock Vested

    | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#)(1) | VALUE REALIZED ON VESTING ($)(2) | | William J. Christensen | 97,132 | $487,283 | | Samantha L. Stoddard | 38,503 | $274,305 | | James S. Hayes | 23,162 | $203,030 | | Wendy A. Livingston | 16,409 | $96,139 | | Matthew C. Meier | 4,116 | $35,850 | | Gustavo Vianna | 5,879 | $51,206 |

  101. Option Exercises and Stock Vested

    (1)Represents the vesting of PSUs and RSUs. (2)For PSUs, calculated by multiply the number of units vested by the closing price of our common stock on the grant date, as approved by the Compensation Committee. For RSUs, calculated by multiplying the number of units vested by the closing price of our common stock on the vesting date.

  102. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Each of our NEOs is entitled to certain payments and benefits following a termination of employment in certain circumstances. These potential benefits are summarized below and reflect obligations pursuant to the NEO Employment Agreements in effect on December 31, 2025.

  103. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance measures of the Company. For further information concerning our variable pay-for-performance compensation program and how the Company aligns executive compensation with performance, refer to the CD&A.

  104. Pay Versus Performance Table

    Pay Versus Performance Table

  105. 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) | | | | 2025 | $6,283,343 | ($25,686) | — | — | — | — | $1,771,997 | $693,755 | $9.70 | $196.55 | ($622.25) | $118 | | 2024 | $5,816,136 | ($1,976,132) | — | — | — | — | $2,249,372 | ($173,699) | $32.29 | $195.08 | ($187.58) | $275 | | 2023 | $5,780,285 | $10,356,491 | — | — | — | — | $2,512,596 | $3,878,398 | $74.45 | $162.17 | $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) | $38.05 | $112.45 | $12.22 | $349 | | 2021 | — | — | $7,514,917 | $5,015,829 | — | — | $1,807,233 | $1,597,083 | $103.94 | $146.73 | $168.82 | $393 |

  106. 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, 2024 and 2025; Gary Michel (Second CEO), who served as our CEO in 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 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 PSUs granted in 2025 are valued with an assumed pay factor consisting of equally weighted performance targets of ROIC and Net Trade Sales with a relative TSR modifier 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.

  107. 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 |

  108. 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 ($) | COMPENSATION ACTUALLY PAID ($) | | 2025 | First CEO | $6,283,343 | ($2,300,890) | ($2,284,066) | $649,777 | ($1,775,085) | ($598,765) | — | ($25,686) | | | Other NEOs | $1,771,997 | ($417,469) | ($514,129) | $136,250 | ($257,748) | ($25,146) | — | $693,755 | | 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 |

  109. 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, Guernsey, Craven and Castillo and Ms. Behnia in 2021; (ii) Messrs. Linker, Guernsey, Craven, Castillo and Krause and Mses. Albrecht and Behnia in 2022; (iii) Messrs. Craven, Hayes, Leon and Lilly and Ms. Albrecht in 2023; (iv) Messrs. Hayes, Lilly and Valenti and Mses. Albrecht and Stoddard in 2024; and (v) Messrs. Hayes, Meier and Vianna and Mses. Stoddard and Livingston in 2025, 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 through 2025. The Company divested its Australasia business in July 2023. See Appendix A for a reconciliation of (loss) income from continuing operations, net of tax to Adjusted EBITDA from continuing operations for 2021 through 2025, the most directly comparable GAAP financial measure.

  110. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required under the Dodd-Frank Act, we disclose annually the ratio of our median employee’s annual total compensation to the annual total compensation of our CEO. Our CEO pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules.

  111. Calculating the 2025 CEO Pay Ratio

    Calculating the 2025 CEO Pay Ratio To determine the CEO to median employee pay ratio, we calculated 2025 total compensation for our median employee consistent with the methodology used to calculate 2025 total compensation of our CEO in the “Summary Compensation Table” and divided it into the CEO’s total compensation. Based on this calculation, for 2025, our CEO received total annual compensation of $6,283,343 and our median employee received total annual compensation of $52,190 resulting in a CEO pay ratio of approximately 120:1. 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.