JELD-WEN Holding, Inc.
JELD DEF 14A Report ended March 13, 2025
JELD-WEN HOLDING, INC.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
x
Filed by a Party other than the Registrant
o
Check the appropriate box:
|
o
|
Preliminary Proxy Statement
|
|
o
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
x
|
Definitive Proxy Statement
|
|
o
|
Definitive Additional Materials
|
|
o
|
Soliciting Material under §240.14a-12
|
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
|
x
|
No fee required
|
|
o
|
Fee paid previously with preliminary materials
|
|
o
|
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
|
|
JELD-WEN PROXY STATEMENT 2025
|
March 13, 2025
DEAR FELLOW SHAREHOLDERS,
Thank you for your investment in JELD-WEN Holding, Inc. Our senior
leadership team, in close collaboration with our Board of Directors,
continues to focus on strengthening JELD-WEN’s foundation and
enabling it to reach its full financial potential. To build trust with our
shareholders, we are driving a high-performance culture with a focus
on consistently delivering on our commitments.
We have a renewed focus on our values-based culture, driving strategic clarity, ownership and improved performance.
We are positioning for the long-term, while also implementing short-term actions in response to market dynamics
.
Despite facing challenging market conditions, we made progress on our ALL IN transformation and are confident we are
building the right foundation to be positioned for success as the market improves. In 2024, we worked to advance our two
regional businesses: North America and Europe, both of which launched refined business strategies to support our
company-wide focus on safely making quality products that are delivered on-time and in full. As we execute the regional
strategies, we continued our work to optimize our network and reduce cost globally
.
We continued to strengthen JELD-WEN’s senior leadership in 2024 by appointing a new chief financial officer and chief
digital and information officer, as well as new regional transformation leaders with extensive experience and deep expertise
that will accelerate our growth
.
As JELD-WEN continues to transform and strengthen, the senior leadership team and the Board are committed
to unlocking the Company’s full potential for all stakeholders
.
Thank you for your continued investment in JELD-WEN
.
Sincerely,
David G. Nord
Chair, Board of Directors
William J. Christensen
Chief Executive Officer
|
JELD-WEN PROXY STATEMENT 2025
|
JELD-WEN HOLDING, INC.
NOTICE OF 2025 ANNUAL
MEETING OF STOCKHOLDERS
|
Date:
April 24, 2025
|
Time:
8:00 a.m. ET
|
Location:
www.virtualshareholdermeeting.com/JELD2025
To increase accessibility, our Board of Directors has determined
that the Annual Meeting will be held in a virtual meeting format
only, via the Internet, with no physical in-person meeting. At the
virtual Annual Meeting, stockholders will be able to attend, vote
and submit questions from any location via the Internet.
|
|
Record Date
|
February 24, 2025.
Only stockholders of record of the Company’s common stock at the close of business
on the record date are entitled to receive notice of, and to vote at, the Annual Meeting and any
adjournments or postponements of the meeting.
|
|
|
Items of Business
|
•
Elect ten directors to our Board of Directors
•
Approve an advisory resolution on the compensation of our named executive officers
•
Ratify PricewaterhouseCoopers LLP as our independent auditor for 2025
•
Approve amended and restated 2017 Omnibus Equity Plan
•
Transact any other business as may properly come before the Annual Meeting
|
|
|
Proxy Materials
|
Attached to this meeting notice is our Proxy Statement, which includes further information about the
Annual Meeting and the items of business.
Your vote is very important
—you may vote on the Internet,
by telephone or by completing and mailing a proxy card as explained in the attached Proxy Statement.
|
|
|
Admission to the
Meeting
|
To attend our virtual Annual Meeting, you will need the 16-digit control number provided on your proxy
card or voting instruction form.
|
|
|
Proxy Voting
|
Even if you plan to virtually attend the Annual Meeting, we encourage you to vote your shares by proxy
prior to the meeting by Internet, telephone or mail. If you later choose to revoke your proxy or change
your vote, you may do so by following the procedures described in the “Information about the Annual
Meeting and Voting” section in the attached Proxy Statement.
|
|
|
Access to Proxy
Materials
|
Our Proxy Statement and Annual Report are available online at
investors.jeld-wen.com
.* We will mail to
certain stockholders a notice of Internet availability of proxy materials, which contains instructions on how
to access these materials and vote online. We expect to mail this notice and our proxy materials on or
about March 13, 2025.
|
|
By Order of the Board of Directors,
James S. Hayes, Corporate Secretary
March 13, 2025
*
Web links throughout the materials are provided for convenience only. Information from the Company’s website is not incorporated by reference.
IMPORTANT INFORMATION REGARDING THE AVAILABILITY OF PROXY MATERIALS
This Notice of Meeting, 2025 Proxy Statement, Proxy Card and 2024 Annual Report, which includes our Annual Report
on Form 10-K for the year ended December 31, 2024, are available at
www.proxyvote.com.
|
JELD-WEN PROXY STATEMENT 2025
|
TABLE OF CONTENTS
|
67
|
|
|
67
|
|
|
A-1
|
|
|
B-1
|
|
|
1 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
2025 PROXY STATEMENT SUMMARY
This summary highlights information about JELD-WEN Holding, Inc. and the upcoming 2025 Annual Meeting of Stockholders
(the “Annual Meeting”). This summary does not contain all the information you should consider, and you should read the entire
Proxy Statement carefully before voting. Unless the context otherwise requires, all references in this Proxy Statement to
“JELD-WEN,” “Company,” “we,” “us” and “our” refer to JELD-WEN Holding, Inc. and its subsidiaries.
Our mailing address and principal executive office is 2645 Silver Crescent Drive, Charlotte, North Carolina 28273. Our website
is located at
investors.jeld-wen.com
. The information contained on, or that can be accessed through, our website is not a part
of this Proxy Statement.
How to Vote Your Shares
If you were a stockholder of record as of February 24, 2025, you may cast your vote as outlined below. If you hold your shares
in “street name,” you should follow the instructions provided by your bank or broker.
Internet (in advance
of the Annual
Meeting)
Visit
www.proxyvote.com
and
follow the instructions on
your proxy card.
Phone
Call
1-800-690-6903
or
the number on your
proxy card or voting
instruction form. You will
need the 16-digit control
number provided on
your proxy card or voting
instruction form.
Mail
Complete, sign and date
the proxy card or voting
instruction form and mail
it in the accompanying
pre-addressed
envelope.
Internet (at the Annual
Meeting)
See “Questions and
Answers About the
Annual Meeting—
How
can I virtually attend the
Annual Meeting?
” on
page 76 for details on
how to access the
Annual Meeting.
You can help us make a difference by eliminating paper proxy mailings.
With your
consent, we will provide all future proxy materials electronically. Instructions for consenting to
electronic delivery can be found on your proxy card or at www.proxyvote.com. Your consent to
receive proxy materials electronically will remain in effect until canceled.
Cautionary Note Regarding Forward-Looking Statements
This Proxy Statement contains certain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 that are subject to risks and uncertainties. You can identify forward-looking statements by words such as
“believe,” “expect,” “anticipate,” “intend,” “plan,” “aim,” “will,” “may,” “might,” “seek,” “should,” “could,” “would,” “likely,”
“estimate,” “predict,” “potential,” “continue” or other similar expressions. Actual results may differ from those set forth in the
forward-looking statements due to a variety of factors, including those contained in the Company’s Annual Report on Form 10-
K and the Company’s other filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no
obligation to update or revise any forward-looking statements, except as required by law.
|
2 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Corporate Governance Highlights
Our Board of Directors (the “Board”) is committed to maintaining the highest standards of integrity and ethics and to the
continuous improvement of our corporate governance principles and practices. The following are some highlights of our
governance practices.
BOARD GOVERNANCE AND INDEPENDENCE
BOARD NOMINEES
Director Resignation
Policy
for directors elected by less
than a majority
Mandatory
Retirement
age limit for non-employee
directors
Governance Policies
on clawback,
anti-hedging and
anti-pledging
Annual Self-
Evaluations
of Board and committees
Independent Chair
with clear duties and
responsibilities
Executive Sessions
of independent directors at
all Board and committee
meetings
Majority Independent
Directors
and fully independent board
committees
Stock Ownership
Requirements
for directors and executives
STOCKHOLDER RIGHTS
Annual Elections
of all directors
No Supermajority
voting requirements
Stockholder Right
to call meetings
Stockholder Right
to act by written
consent
GENDER
40%
Women
AGE
Average
Age
63
YEARS
Average
Tenure
5
YRS
|
3 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Board Skills and Experience
|
CEOs and CFOs
|
|
ESG
|
|
|
Public Company Board Experience
|
|
Human Capital Management
|
|
|
Financial Experience
|
|
IT / Cybersecurity
|
|
|
Business Development / M&A
|
|
Global Experience
|
|
|
Building Products Industry Experience
|
|
Regulatory / Government Relations
|
|
|
Marketing / E-commerce
|
|
Compliance
|
ESG Governance Highlights
At JELD-WEN, sustainability is foundational to our business as we work to protect our planet and its resources. We reported
progress on our 2050 sustainability goals in our 2023 ESG Report published in August 2024. We continue to pursue high
standards for transparency and reporting, grounded in validated and robust external sources.
RECOGNIZED FOR
BOARDROOM DIVERSITY
The Company has been honored by
the 50/50 Women on Boards for
raising the bar for gender diverse
boards. The Company’s director
nominees include four women,or 40%
representation, exceeding the
national average.
PARTNER OF THE YEAR
JELD-WEN of Canada received
ENERGY STAR® Canada award
for 2024 Partner of the Year in
Windows and Doors.
RECOGNIZED FOR
COMMITMENT
TO STAKEHOLDERS
JELD-WEN was recognized by
Newsweek
as one of America’s
Most Trustworthy Companies
for our commitment to our
customers, associates and
investors.
|
4 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
VOTING MATTERS AND BOARD
RECOMMENDATIONS
Proposal 1: Elect ten directors to our board of directors
We are asking our stockholders to elect the ten director nominees listed below.
|
DIRECTOR NOMINEE
|
AGE
|
DIRECTOR
SINCE
|
INDEPENDENT
|
OTHER PUBLIC
COMPANY
BOARDS
|
COMMITTEES
|
||||||||
|
William J. Christensen
Chief Executive Officer
|
52
|
2022
|
None
|
|||||||||
|
Antonella B. Franzen
Chief Financial Officer, Dupont
|
49
|
2024
|
|
Audit Committee
|
||||||||
|
Catherine A. Halligan
Former CMO Walmart.com
|
61
|
2022
|
|
|
Audit Committee
Compensation Committee
(Chair)
|
|||||||
|
Michael F. Hilton
Former President and Chief Executive
Officer at Nordson Corporation
|
70
|
2023
|
|
|
Compensation Committee
Governance & Nominating
Committee
|
|||||||
|
Tracey I. Joubert
Chief Financial Officer of Molson
Coors Beverage Company
|
58
|
2021
|
|
Audit Committee (Chair)
Compensation Committee
|
||||||||
|
Cynthia G. Marshall
Consultant and Former CEO, Dallas
Mavericks
|
65
|
2021
|
|
|
Compensation Committee
Governance & Nominating
Committee
|
|||||||
|
David G. Nord, Chair
Former Executive Chairman and CEO
of Hubbell Incorporated
|
67
|
2021
|
|
|
None
|
|||||||
|
Bruce M. Taten
Attorney and Private Investor
|
69
|
2014
|
|
|
Compensation Committee
Governance & Nominating
Committee (Chair)
|
|||||||
|
Roderick C. Wendt
Managing Member of Spruce Street
Ventures LLC
|
70
|
1985
|
None
|
|||||||||
|
Steven E. Wynne
Private Investor
|
72
|
2012
|
|
Audit Committee
Governance & Nominating
Committee
|
||||||||
|
5 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Proposal 2: Advisory vote to approve the compensation of our named executive officers
We are asking our stockholders to approve, on a nonbinding, advisory basis, the compensation of our named executive
officers (“NEOs”) as described in the “Compensation of Executive Officers” section of this Proxy Statement beginning on page
32
.
EXECUTIVE COMPENSATION PRACTICES
During 2024, our Compensation Committee reviewed our compensation programs and practices to ensure alignment with our
compensation philosophy.
OUR COMPENSATION PRACTICES INCLUDE:
•
Base Salary and an Annual Management Incentive Plan
•
Long-Term Equity Incentives
•
Clawback Policy
•
Stock Ownership Requirements
•
Double-Trigger Vesting Upon a Change in Control
•
Tally Sheets and Risk Analysis
OUR COMPENSATION PRACTICES DO
NOT
INCLUDE:
•
Hedging or Pledging Stock
•
Options Repricing
•
Excessive Perquisites for Executives
•
Tax Gross-Ups Including Excise Taxes in Connection with
a Change in Control
2024 EXECUTIVE COMPENSATION HIGHLIGHTS
Our compensation program is premised on a pay-for-performance philosophy and places a significant percentage of NEO
compensation at risk. In 2024, we compensated our NEOs as follows:
|
A fixed, competitive component of compensation based on duties and
responsibilities.
|
Page
35
|
|||
|
Designed to motivate achievement of short-term performance goals by
linking a portion of NEO compensation to the achievement of our operating
plan.
|
Page
36
|
|||
|
Designed to encourage performance that creates a strong pay-for-
performance alignment of the Company’s compensation program and long-
term stockholder value creation.
|
Page
39
|
|||
The Board recommends that you vote
FOR
our “say-on-pay” proposal.
Proposal 3: Ratify the selection of our independent auditor for 2025
We are asking our stockholders to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent auditor
for 2025. Information on professional services performed and fees billed or to be billed by PwC for fiscal year 2024 are
presented beginning on page
58
of this Proxy Statement.
The Board recommends that you vote
FOR
the ratification of PwC as our independent auditor for 2025.
Proposal 4: Approve amended and restated 2017 Omnibus Equity Plan
We are asking our stockholders to
to approve the amended and restated 2017 Omnibus Equity Plan (the “Omnibus Equity
Plan”) to increase the number of shares available for issuance by 2,000,000 shares
.
The Board recommends that you vote
FOR
the Omnibus Equity Plan.
|
6 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
PROXY STATEMENT
FOR THE ANNUAL MEETING OF
STOCKHOLDERS
TO BE HELD ON APRIL 24, 2025
CORPORATE GOVERNANCE AT JELD-WEN
Corporate Governance
We believe that good corporate governance helps to ensure that the Company is managed for the long-term benefit of our
stockholders. We regularly review and consider our corporate governance policies and practices, taking into account the U.S.
Securities and Exchange Commission’s (the “SEC”) corporate governance rules and regulations, the corporate governance
standards of the New York Stock Exchange (the “NYSE”) and stockholder feedback.
We have adopted the JELD-WEN Holding, Inc. Board Guidelines on Corporate Governance Matters (the “Corporate
Governance Guidelines”), which provide a framework for the governance of the Company as a whole and describe the
principles and practices that the Board follows in carrying out its responsibilities. Our Corporate Governance Guidelines
address, among other things:
•
The composition, structure and policies of the Board and its committees;
•
Director qualification standards;
•
Expectations and responsibilities of directors;
•
Management succession planning;
•
The evaluation of Board performance;
•
Principles of Board compensation; and
•
Communications with stockholders and independent directors.
Our Corporate Governance Guidelines further require that the Board, acting through the Governance and Nominating
Committee (as described below), conduct a self-evaluation at least annually to determine whether it and its committees are
functioning effectively. In addition, our Corporate Governance Guidelines require that each committee conduct an annual self-
evaluation to assess its compliance with the requirements of its charter and the Corporate Governance Guidelines, as well as
ways in which committee processes and effectiveness may be enhanced.
Our Corporate Governance Guidelines are posted in the Governance section of our website at
investors.jeld-wen.com
. Our
Governance and Nominating Committee reviews the Corporate Governance Guidelines at least annually to help ensure that
they effectively promote the best interests of both the Company and our stockholders and that they comply with all applicable
laws, regulations and the corporate governance standards of the NYSE.
|
7 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Environmental, Social and Governance (“ESG”) Vision
We believe a great company is one that associates want to work for, customers want to buy from and investors want to invest
in. Great companies are also driven by core values. As we strive to be recognized as a great company, we act with integrity,
invest in people, inspire through innovation, deliver on our promises and improve every day. At JELD-WEN, it is our
responsibility to be environmental stewards and provide sustainable and innovative solutions that benefit our customers, our
communities and the planet. We communicate these values to associates worldwide and our values are integral to sustainable
company performance and impact. Our ongoing commitment to sustainability is found throughout our Company – from the
efficient use of recycled materials to building long-lasting, energy-saving products, from lean manufacturing to operating close
to markets to minimize fuel consumption and greenhouse gas emissions.
We intend to deliver on our commitments while providing our associates a safe, diverse and inclusive place to work. In 2024,
we published progress on our long-term sustainability goals. To learn more about our ESG goals and practices, see our 2023
ESG Report available at
https://issuu.com/jeld-wen/docs/2023-jeld-wen-esg-report.
ESG Governance
BOARD OF DIRECTORS
The board of directors, through its committees, has oversight responsibility for ESG matters, including climate-related issues,
and is committed to the Company's ESG vision, which benefits JELD-WEN's stakeholders.
GOVERNANCE AND NOMINATING COMMITTEE
The Governance and Nominating Committee has primary oversight of ESG matters at the
Board level, with other committees focused on specific components of our ESG initiatives.
OUR CEO AND OTHER EXECUTIVE SPONSORS
Executive leadership is responsible for implementing the JELD-WEN ESG vision with business
leaders across our global footprint driving the Company's ESG efforts.
THE ESG TEAM
The ESG team manages the Company's ESG
initiatives and reports to our senior executives
on the Company's ESG progress.
THE ESG STEERING COMMITTEE
The ESG steering committee supports
the company's ongoing commitment to
ESG matters and ensures alignment with the
Company's business strategy.
|
8 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Stockholder Engagement
We are committed to effective corporate governance that is designed to promote the long-term interests of our stockholders.
We proactively engage with stockholders and other stakeholders throughout the year to learn more about their perspectives on
significant issues, including Company performance and strategy, corporate governance and ESG matters. This engagement
helps us better understand stockholder priorities, gives us an opportunity to elaborate upon our initiatives and practices, and
fosters constructive dialogue. Our senior management and investor relations teams maintain regular contact with a broad base
of investors through quarterly earnings calls, investor conferences and roundtables, and individual meetings. As appropriate,
our directors may participate in investor meetings and calls. We take feedback and insights from our engagement with
stockholders and other stakeholders into consideration as we review and evolve our practices and disclosures, and share this
feedback with our Board, as appropriate.
PROACTIVE OUTREACH
To stockholders holding
over 50% of outstanding
shares
HOW WE ENGAGE
•
Individual Meetings
•
Quarterly Earnings Calls
•
Investor Conferences
ENGAGEMENT
TOPICS
•
Financial Performance
•
Business and Financial Strategy
•
Corporate Governance and
other ESG Matters
WHY WE ENGAGE
•
Visibility and transparency
into the business
•
Clear understanding of
interests and concerns
•
Asses emerging issues,
inform decision making
and enhance corporate
disclosures
STRONG
CORPORATE
GOVERNANCE
INCLUDES
YEAR-ROUND
ENGAGEMENT
Code of Business Conduct and Ethics
Our Code of Business Conduct and Ethics is applicable to all of our directors, officers (including our principal executive officer,
principal financial officer and principal accounting officer) and associates. Our Code of Business Conduct is available in the
Governance section of our website at
investors.jeld-wen.com.
If we amend or waive certain provisions of the Code of Business
Conduct applicable to our principal executive officer, principal financial officer or principal accounting officer in a manner that
requires disclosure under applicable SEC rules, we intend to disclose those actions on our website.
Board Composition and Refreshment
The Board seeks input from each of its directors at least annually, with respect to the current composition of the Board to
reflect changes in the Company’s current and future business strategies. Our Board strives to have a good balance of
experienced and new directors to ensure a diversity of viewpoints while also maintaining institutional knowledge at the Board
level. In 2023 and early 2024, we added two new directors to the Board, Michael Hilton and Antonella Franzen, who bring
valuable and diverse expertise and experience to the Board.
|
9 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Additionally, to promote thoughtful Board refreshment and to maintain a balanced mix of perspectives and experience, the
Board has a mandatory retirement policy for non-employee directors as set forth in the Corporate Governance Guidelines.
Non-employee directors elected or appointed to the Board must retire at the annual meeting following their 75th birthday. In
certain circumstances, the Board may waive this policy and will report the rationale for such waiver in the Company’s proxy
materials.
Board Leadership Structure
Strong independent leadership is essential for our Board to effectively perform its primary oversight functions. It is also
important for the Board to retain flexibility to determine its leadership structure based on the particular composition of the
Board and the needs and opportunities of the Company. This allows the Board to choose the leadership structure that it
believes will best serve the interests of the Company and our stockholders at any given time. The Corporate Governance
Guidelines provide the Board this flexibility.
In August 2022, the Board separated the roles of the CEO and Chair. The Board believes that a leadership structure that
separates these roles is appropriate for the Company in that it allows the CEO to focus on the Company’s strategic direction,
providing day-to-day leadership and managing our business operations, while leveraging the experience, leadership and
perspective of the Board Chair. The current leadership structure will allow the independent Board Chair to focus on
governance of our Board.
In addition to the duties of all directors, the Chair has the following responsibilities:
•
presides at executive sessions of the independent directors and has the authority to call additional executive sessions
or meetings of the independent directors;
•
reviews and provides feedback on meeting agendas and approves meeting schedules for the Board to ensure that
appropriate topics are being addressed and there is sufficient time allocated for discussion of agenda items;
•
facilitates communication between the Board and members of senior management; and
•
is available for consultation and direct communication with major stockholders, if requested.
Strategy and Risk Oversight
The Board is responsible for overseeing the Company’s business strategy, strategic planning and enterprise risk management
program. While the Board and its committees oversee strategic planning, Company management is charged with developing
and executing business strategy. To monitor performance against the Company’s strategic goals, the Board and its committees
receive regular updates and actively engage in dialogue with our Company’s senior leaders. With respect to risk oversight, the
Board fulfills its responsibility both directly and through its standing committees, each of which assists the Board in overseeing
a part of the Company’s overall risk management. Company management is charged with managing risk through robust
internal processes and effective internal controls. At least annually, the Board reviews with management the strategic risks and
opportunities facing the Company. Other important categories of risk as described below are assigned to designated Board
committees, which report their activities to the full Board. The standing committees oversee the following risks:
|
COMMITTEE
|
PRIMARY AREAS OF RISK OVERSIGHT
|
|
|
Audit Committee
|
Risks related to major financial risk exposures, including cybersecurity; significant legal,
regulatory and compliance issues; and internal controls
|
|
|
Compensation
Committee
|
Risks associated with compensation policies and practices, including incentive compensation and
executive succession planning, and human capital management
|
|
|
Governance and
Nominating
Committee
|
Risks related to ESG matters, to the extent not reserved to another committee; effectiveness of
Board and director candidates; conflicts of interest and director independence; and stockholder
concerns
|
|
|
10 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
The Audit Committee meets at least quarterly with our Chief Financial Officer, head of Internal Audit, General Counsel, Chief
Compliance Officer and our independent auditor to receive regular updates regarding management’s assessment of risk
exposures, including liquidity, credit and operational risks such as data privacy and cybersecurity, and the processes in place
to monitor such risks and review results of operations, financial reporting and assessments of internal controls over financial
reporting.
The Compensation Committee meets at least quarterly to consider management’s assessment of human capital and
compensation risks, monitor incentive and equity-based compensation plans and, at least annually, review the Company’s
compensation programs to ensure they are appropriately aligned with the Company’s strategic direction and avoid
incentivizing unnecessary or excessive risk taking.
The Governance and Nominating Committee meets quarterly to oversee risks related to overall corporate governance,
including Board and committee composition and succession planning, director candidates and independence matters, and
other matters of interest to stockholders and other stakeholders, including ESG issues.
Our Board believes that the division of risk management responsibilities described above is an effective approach for
addressing the risks facing the Company and that our Board leadership structure supports this approach.
Meetings of the Board and Its Committees
During 2024, the Board held eleven meetings. All of the directors who served during 2024 attended at least 75% of the
aggregate of the total meetings of the Board and its committees on which such director served during their respective tenures.
Directors are expected to make best efforts to attend all Board meetings, committee meetings of which they are a member and
the annual meeting of stockholders. Attendance by telephone or videoconference is deemed attendance at a meeting. All of
our directors attended the annual meeting of stockholders held in 2024.
Pursuant to our Corporate Governance Guidelines, our Board plans to hold at least four meetings each year, with additional
meetings to occur (or action to be taken by unanimous consent, either in writing or by electronic transmission) at the discretion
of the Board.
Executive Sessions of Independent Directors
Pursuant to our Corporate Governance Guidelines, to ensure free and open discussion and communication among the
independent directors of the Board, the independent directors meet in executive session at all Board meetings with no
members of senior management present. Our Chair presides at these executive sessions. Further, our Chair may call
additional meetings of the independent directors as needed.
Communications with the Board
A stockholder or any interested party may submit a written communication to the Board or to the chairperson of any of the
Audit, Compensation, or Governance and Nominating Committees, or to the Chair of the Board, or the independent directors
as a group, by addressing such communications to: Corporate Secretary, JELD-WEN Holding, Inc., 2645 Silver Crescent
Drive, Charlotte, North Carolina 28273. The Corporate Secretary will, as appropriate, forward such communication to our
Board or to any individual director, select directors or committee of our Board to whom the communication is directed. Such
communications may be made confidentially or anonymously. Items that are unrelated to the duties and responsibilities of the
Board will not be forwarded, such as business solicitations or advertisements; product related inquiries; junk mail or mass
mailings; or spam.
|
11 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Committees of the Board
The Board has an Audit Committee, a Compensation Committee and a Governance and Nominating Committee, as described
below. Each of these committees currently consists entirely of independent directors. Each of the Audit Committee,
Compensation Committee and Governance and Nominating Committee operates under a written charter approved by the
Board, copies of which are available in the Governance section of our website at
investors.jeld-wen.com.
The following table shows the membership of each committee of our Board as of March 13, 2025, and the number of meetings
held by each committee during the fiscal year ended December 31, 2024.
|
DIRECTOR
|
AUDIT
COMMITTEE
|
COMPENSATION
COMMITTEE
|
GOVERNANCE
AND NOMINATING
COMMITTEE
|
|||
|
William J. Christensen
|
||||||
|
Antonella B. Franzen
|
✓
|
|||||
|
Catherine A. Halligan
|
✓
|
Chair
|
||||
|
Michael F. Hilton
|
✓
|
✓
|
||||
|
Tracey I. Joubert
|
Chair
|
✓
|
||||
|
Cynthia G. Marshall
|
✓
|
✓
|
||||
|
David G. Nord
|
||||||
|
Bruce M. Taten
|
✓
|
Chair
|
||||
|
Roderick C. Wendt
|
||||||
|
Steven E. Wynne
|
✓
|
✓
|
||||
|
Number of Meetings in 2024
|
8
|
6
|
4
|
|||
AUDIT COMMITTEE
The members of the Audit Committee are Tracey I. Joubert (Chair), Antonella B. Franzen, Catherine A. Halligan and Steven E.
Wynne. The Board has determined that (i) Mses. Joubert and Franzen and Mr. Wynne each qualify as an “audit committee
financial expert” within the meaning of regulations adopted by the SEC and (ii) all members of the Audit Committee are
financially literate and independent within the meaning of the NYSE listing standards and Rule 10A-3(b)(1) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Audit Committee oversees the Company’s accounting and financial reporting processes, internal controls and internal
audit functions. The Audit Committee is responsible for the appointment of the Company’s independent auditor and reviews at
least annually their qualifications and performance. The Audit Committee also reviews the scope of audit and non-audit
assignments and related fees. The Audit Committee, on behalf of the Board, is responsible for overseeing the Company’s
major financial risk exposures, including data protection, cybersecurity, business continuity and operational risks, and the steps
management has taken to identify, assess, monitor, control, remediate and report such exposures. The Audit Committee
reviews with the Company’s General Counsel legal matters that could have a significant impact on the Company’s financial
statements, and with the Chief Compliance Officer regarding compliance with the Company’s Code of Business Conduct. See
the “Strategy and Risk Oversight” section for more details on the roles of the Board and its standing committees in the
Company’s risk management process.
The charter of the Audit Committee permits the committee to delegate, in its discretion, its duties and responsibilities to one or
more subcommittees as it deems appropriate.
|
12 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
COMPENSATION COMMITTEE
The members of the Compensation Committee are Catherine A. Halligan (Chair), Michael F. Hilton, Tracey I. Joubert, Cynthia
G. Marshall and Bruce M. Taten. All members of the Compensation Committee are independent within the meaning of the
NYSE listing standards.
The principal responsibilities of the Compensation Committee are to review and approve matters involving executive
compensation, recommend changes in employee benefit programs, authorize equity and other incentive arrangements and
authorize the Company to enter into executive employment and other employee-related agreements.
The charter of the Compensation Committee permits the committee to delegate, in its discretion, its duties and responsibilities
to a subcommittee of the Compensation Committee as it deems appropriate and to the extent permitted by applicable law.
GOVERNANCE AND NOMINATING COMMITTEE
The members of the Governance and Nominating Committee are Bruce M. Taten (Chair), Michael F. Hilton, Cynthia G.
Marshall and Steven E. Wynne. All members of the Governance and Nominating Committee are independent within the
meaning of the NYSE listing standards.
The Governance and Nominating Committee assists our Board in identifying qualified individuals with sufficiently diverse and
independent backgrounds to serve on our Board. The Governance and Nominating Committee makes recommendations to the
Board concerning committee appointments, reviews related-party transactions, and oversees the annual evaluation of the
Board and the committees of the Board. The Governance and Nominating Committee assists the Board in overseeing
enterprise risk by identifying, evaluating and monitoring ESG trends, issues and risks.
The charter of the Governance and Nominating Committee permits the committee to, in its sole discretion, delegate its duties
and responsibilities to one or more subcommittees as it deems appropriate.
Compensation Committee Interlocks and Insider Participation
None of our executive officers serve, or in the past year has served, as a member of the board of directors or compensation
committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving
on our Board or Compensation Committee. No interlocking relationship exists between any member of our Compensation
Committee and any executive, member of the board of directors or member of the compensation committee (or other
committee performing equivalent functions) of any other company.
No Hedging and No Pledging Policy
The Company has adopted
Securities Trading and Disclosure Policy
governing the purchase, sale, and/or other dispositions of
our securities by our directors, officers, and employees that we believe is reasonably designed to promote compliance with
insider trading laws, rules, and regulations, and the NYSE listing standards. The policy prohibits all directors, executive officers
and associates designated under the policy from engaging in short-term or speculative transactions involving Company
securities, including the purchase or sale of financial instruments (including options, puts, calls, straddles, equity swaps or
other derivative securities that are directly linked to Company stock) or other transactions (such as short sales) that are
designed to, or that have the effect of, hedging or offsetting any decrease in the market value of Company stock. The
Company's Securities Trading and Disclosure Policy was filed as Exhibit 19.1 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2024.
Likewise, the policy prohibits pledging of Company stock as collateral by directors and executive officers. No director or
executive officer has pledged Company stock since the adoption of the policy in connection with the Company’s initial public
offering (“IPO”) in 2017. At the time of the IPO, one director (Mr. Wendt) had an outstanding pledge of 220,000 shares
(approximately 6% of his beneficial holdings at the time) securing a loan that had been in effect for several years. Because the
pledge was entered into prior to the adoption of the policy and to avoid any hardship on Mr. Wendt that would have resulted
from requiring him to eliminate the pledge, Mr. Wendt’s existing pledge at the time of the IPO was grandfathered in and that
pledge remains outstanding. The Board reviews the policy from time to time, and in light of evolving corporate governance
standards, in 2021 the Board updated the policy to remove the Board’s ability to waive the policy for exceptional circumstances
or any other reason.
|
13 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Director and Executive Officer Stock Ownership Guidelines
Our directors, executive officers and certain other senior executives are required to maintain a minimum equity stake in the
Company. This policy reflects the Board’s belief that our directors and most senior executives should maintain a significant
personal financial stake in JELD-WEN to promote long-term stockholder value. In addition, the policy helps align executive and
stockholder interests, which reduces the incentive for excessive short-term risk taking. Our CEO and other executive officers
are required to acquire and maintain ownership of shares of our common stock equal to a specified multiple of their base
salary. In February 2024, the stock ownership requirement for our executive officers was increased as shown in the table
below.
|
Chief Executive Officer
|
6x annual base salary (formerly 5x annual base salary)
|
|
|
Chief Financial Officer
|
3x annual base salary
|
|
|
Other Executive Officers
|
3x annual base salary (formerly 2x annual base salary)
|
|
|
Other officers designated by the Board
|
1x annual base salary
|
|
Each executive officer subject to a stock ownership requirement must comply within five years of the later of the IPO or being
appointed to the position and must retain 50% of all net shares (post-tax) that vest until achieving their minimum stock
ownership requirement. Our directors must obtain common stock or restricted stock units (“RSUs”) with a value equivalent to
five times the annual cash retainer. In addition, our directors must comply with the stock ownership requirement within five
years of the later of the IPO or joining the Board and maintain such ownership.
|
14 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
BOARD OF DIRECTORS
Role of the Board of Directors
The Board oversees the management of the Company’s business and affairs. Stockholders elect the members of the Board to
act on their behalf and to oversee their interests. Unless reserved to the stockholders under applicable law or our Bylaws, all
corporate authority resides in the Board as the representative of the stockholders.
The Board selects and appoints executive officers to manage the day-to-day operations of the Company, while retaining
ultimate oversight responsibilities. Together, the Board and management share an ongoing commitment to the highest
standards of corporate governance and ethics. The Board reviews all aspects of our governance policies and practices,
including our Corporate Governance Guidelines and the Company’s Code of Business Conduct, at least annually and makes
changes as necessary. The Corporate Governance Guidelines and the Code of Business Conduct, along with all committee
charters, are available in the Governance section of the Company’s website at
investors.jeld-wen.com
.
Director Selection Process
SKILLS, QUALIFICATIONS AND DIVERSITY
The Governance and Nominating Committee is responsible for identifying and reviewing the qualifications of potential director
nominees and recommending to the Board those candidates to be nominated for election to the Board. The Governance and
Nominating Committee does not apply any specific minimum qualifications when considering director nominees. Instead, the
Governance and Nominating Committee considers all factors it deems appropriate, which may include, among others:
•
ensuring that the Board as a whole is appropriately diverse and the extent to which a candidate would fill a present need
on the Board;
•
the Board’s size and composition;
•
the Corporate Governance Guidelines and any applicable laws;
•
individual director performance, expertise, relevant business and financial experience, integrity and willingness to serve
actively;
•
the number of other public and private company boards on which a director candidate serves; and
•
consideration of director nominees properly proposed by third parties with the legal right to nominate directors or by
stockholders in accordance with our Bylaws and SEC rules.
The Governance and Nominating Committee monitors the mix of specific experience, qualifications and skills of the directors
to ensure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the
Company’s business and structure. In addition, meaningful skills and experiences are just one aspect of diversity that the
Board highly values. Our Corporate Governance Guidelines set forth the minimum qualifications for Board members and
specify that the Board consider a diversity of viewpoints, backgrounds and experience, including a consideration of gender,
race, ethnicity and age. Although the Board does not establish specific goals with respect to diversity, the Board’s overall
diversity is a significant consideration in the director nomination process. The Governance and Nominating Committee
considers diversity in the context of the Board as a whole and takes into account considerations relating to ethnicity, gender,
cultural diversity and the range of perspectives that the directors bring to their work. Stockholders may also nominate directors
for election at the Company’s annual stockholders meeting by following the provisions set forth in our Bylaws and SEC rules,
whose qualifications the Governance and Nominating Committee will consider and evaluate on a basis substantially similar to
the basis on which it considers other nominees.
|
15 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
PROPOSAL 1:
ELECTION OF TEN DIRECTORS
The Board has nominated ten director nominees for election at the Annual Meeting.
The Governance and Nominating Committee evaluated and recommended the director
nominees in accordance with its Charter and our Corporate Governance Guidelines.
|
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 Experience
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
||||||||||||
|
Financial Experience
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
|||||||||||
|
Global Experience
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
||||||||||
|
Building Products Industry Experience
|
•
|
•
|
•
|
•
|
•
|
|||||||||||||||
|
ESG Experience
|
•
|
•
|
||||||||||||||||||
|
Compliance Experience
|
•
|
•
|
•
|
•
|
•
|
•
|
||||||||||||||
|
IT / Cybersecurity Experience
|
•
|
•
|
||||||||||||||||||
|
Human Capital Management Experience
|
•
|
•
|
•
|
•
|
||||||||||||||||
|
Regulatory / Government Relations Experience
|
•
|
•
|
•
|
|||||||||||||||||
|
Marketing / E-commerce Experience
|
•
|
•
|
•
|
|||||||||||||||||
IN
DEPENDENT
DIRECTORS'
TENURE
GENDER
DIVERSITY
BOARD
AGE
65 -75
60-64
<60
8
Average
Tenure
5
40%
Women
Average
Age
63
YEARS
Mandatory
Retirement Age
75
YEARS
current or former
CEOs and CFOs
Years
Female
Male
1- 5 Years
6 -10 Years
|
16 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Each director nominee must be elected by a plurality of the votes cast.
Based on the recommendation of the Governance and Nominating Committee, the Board has nominated the director
nominees listed below for election as directors of the Company to serve a one-year term. All of the director nominees currently
serve on the Board.
|
NAME
|
AGE
|
DIRECTOR
SINCE
|
OCCUPATION
|
||
|
William J. Christensen
|
52
|
2022
|
Chief Executive Officer of the Company
|
||
|
Antonella B. Franzen
|
49
|
2024
|
Chief Financial Officer, DuPont
|
||
|
Catherine A. Halligan
|
61
|
2022
|
Corporate Director; Former Chief Marketing Officer, Walmart.com
|
||
|
Michael F. Hilton
|
70
|
2023
|
Corporate Director; Former President and CEO, Nordson Corporation
|
||
|
Tracey I. Joubert
|
58
|
2021
|
Chief Financial Officer, Molson Coors Beverage Company
|
||
|
Cynthia G. Marshall
|
65
|
2021
|
Consultant and Former CEO, Dallas Mavericks
|
||
|
David G. Nord
|
67
|
2021
|
Corporate Director; Former Executive Chairman and CEO, Hubbell Incorporated
|
||
|
Bruce M. Taten
|
69
|
2014
|
Attorney and Private Investor
|
||
|
Roderick C. Wendt
|
70
|
1985
|
Managing Member, Spruce Street Ventures LLC
|
||
|
Steven E. Wynne
|
72
|
2012
|
Private Investor
|
||
The Board has nominated ten directors for election at the Annual Meeting, to serve until the 2026 Annual Meeting of
Stockholders and until their respective successors have been elected and qualified.
The Board has nominated ten individuals who bring valuable and diverse skills, experiences and characteristics to the Board.
Their collective experience covers a wide range of industries across the globe. Our directors range in age from 49 to 72. Four
of our director nominees are women, and eight are current or former CEOs or CFOs. Further, our Board has a good balance of
tenured and newer directors, with an average tenure of five years among our independent directors.
The director nominees have consented to being named in this Proxy Statement and to serve as directors if elected at the
Annual Meeting. We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if
elected. However, if any nominee should become unable for any reason or unwilling to serve between the date of the Proxy
Statement and the Annual Meeting, the Board may designate a new nominee, and the persons named as proxies will vote on
that substitute nominee, or the Board may reduce the number of directors. Each director nominee must be elected by a
plurality of the votes cast. If any of our director nominees receive less than the affirmative vote of the majority of shares voted,
then in accordance with the mandatory resignation policy under the Corporate Governance Guidelines, those individuals must
promptly tender their resignation from the Board.
The Board believes that each of the director nominees is well qualified to serve on the Board, and the backgrounds and
qualifications of all the directors provide a complementary blend of experience, knowledge and abilities. See “The Board of
Directors—Members of the Board of Directors” for additional information on the business experience and qualifications of each
of our director nominees.
Our Board unanimously recommends that the stockholders vote “
FOR
” the election of all ten
director nominees.
|
17 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Members of the Board of Directors
The following sets forth, as of March 13, 2025, information about the business experience and qualifications of each nominee
of the Company.
DIRECTOR SINCE
2022
PRINCIPAL
OCCUPATION
CEO, JELD-WEN
Holding, Inc.
AGE
52
BOARD COMMITTEES
■
None
SKILLS AND
QUALIFICATIONS
■
Current or Former
CEO
■
Business
Development / M&A
Experience
■
Financial Experience
■
Global Experience
■
Building Products
Industry Experience
■
Marketing /
E-commerce
Experience
|
WILLIAM J. CHRISTENSEN
|
|
|
PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY
■
Extensive international building products industry experience
honed over two decades
in senior executive roles in manufacturing, including as Executive Board Chair, Chief
Marketing Officer and CEO for REHAU AG, a Swiss-based global manufacturer, where he
was responsible for the company’s Industrial and Automotive businesses, and as an
executive board member and Head of International Sales for Geberit International AG, a
Swiss-based global plumbing manufacturer, where he managed non-European markets and
led a major financial restructuring of North America operations of its Chicago Faucets
Company division. Mr. Christensen has also overseen JELD-WEN’s current global
transformation efforts, which have included the strategic evolution of the Company’s portfolio.
■
Strong track record in marketing, sales, operations and global sourcing
from leading
global manufacturing companies and his executive roles comprising operations, finance,
sales and marketing at public and private companies. During his tenure at REHAU AG, Mr.
Christensen led the turnaround of the Industries Division, which included portfolio
simplification and the advancement of REHAU AG’s commitment to sustainability, for which
the company received recognition as a top sustainability and climate leader worldwide. As
Chief Marketing Officer of REHAU AG, Mr. Christensen spearheaded new sales initiatives
underpinned by customer relationship management platforms and drove profitable growth in
the Americas region. At JELD-WEN, Mr. Christensen established the transformation
management office aimed at improving the company’s profitability.
■
Proven corporate transformation and M&A expertise,
having presided over the $446
million divestiture of the Company’s Australasia business in 2023. While CEO at the
Industries Division of REHAU AG, Mr. Christensen led the sale of three non-core businesses,
streamlining the company’s asset base. He also oversaw the recruitment of over 200 internal
change pilots, the formation of a leadership coalition, aggregating input from individuals from
across the company’s divisions, services and national subsidiaries, as well as a significant
restructuring program for REHAU Automotive.
|
||
|
CAREER HIGHLIGHTS
■
JELD-WEN Holding, Inc.
–
CEO (2022 – present)
–
Executive Vice President and President, Europe (2022 – 2022)
■
REHAU AG
–
Group Executive Board Chair and CEO, REHAU Industries (2018 – 2021)
–
Chief Marketing Officer (2016 – 2018)
■
innofund.vc
, a venture capital investor focusing on equity financing in Swiss-based SaaS
and consumer startups at the seed stage, President (2016 – 2022)
■
AFG Arbonia-Forster-Holding AG
, CEO (2014 – 2015)
■
Geberit International AG
–
Group Executive Board Member and Head of International Sales, Geberit Group (2009 –
2014)
–
Head Marketing, Geberit Group (2007 – 2008)
–
President and CEO, The Chicago Faucets Company, Geberit North America (2006 –
2007)
–
Head Strategic Marketing, Geberit Group (2004 – 2005)
|
||
|
EDUCATION
■
B.S. in economics from Rollins College
■
M.B.A. from the University of Chicago Booth School of Business
|
||
|
18 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
DIRECTOR SINCE
2024
PRINCIPAL
OCCUPATION
Chief Financial Officer,
DuPont
AGE
49
BOARD COMMITTEES
■
Audit
SKILLS AND
QUALIFICATIONS
■
Current or Former
CFO
■
Business
Development / M&A
Experience
■
Financial Experience
■
Global Experience
■
Compliance
Experience
■
Building Products
Industry Experience
|
ANTONELLA B. FRANZEN
|
Independent Director
|
|
|
PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY
■
Significant experience in strategic transformation.
As CFO of DuPont du Nemours, Inc.,
a $12.4 billion in revenue multinational industrial company, and before that, the CFO of its $6
billion Water & Protection business, Ms. Franzen is currently part of a team responsible for
separating DuPont into two independent businesses - Electronics and Industrial. Before that,
Ms. Franzen assisted with Tyco International’s strategic merger with Johnson Controls
International plc, a building products and smart, healthy and sustainable buildings company,
resulting in a combined company with $32 billion in revenue.
■
Corporate finance and accounting expert.
Ms. Franzen leverages her experience as Chief
Financial Officer at DuPont and significant reporting experience from previous roles, including
providing assurance advisory services to large multinational public companies in the
industrial and pharmaceutical sectors at PricewaterhouseCoopers, and external reporting
and investor relations at Tyco International, to provide valuable insight on JELD-WEN’s
internal controls. She is also a Certified Public Accountant.
■
Investor engagement experience,
including managing internal and external
communications through leadership changes at, and the major strategic merger of, Johnson
Controls and Tyco International, and before that, 10 years overseeing external reporting and
investor relations for Tyco International.
|
||
|
CAREER HIGHLIGHTS
■
DuPont du Nemours, Inc.
–
Chief Financial Officer (2024 – present)
–
Chief Financial Officer, Water & Protection (2022 – 2024)
■
Johnson Controls International plc
–
Vice President, Chief Investor Relations and Communications Officer (2018 – 2022)
–
Vice President, Investor Relations (2016 – 2018)
■
Tyco International plc
–
Vice President, Investor Relations & Management Reporting and Corporate Finance
(2015 – 2016)
–
Vice President, Investor Relations (2008 – 2015)
–
Director, External Reporting (2004 – 2008)
■
PricewaterhouseCoopers LLP
, Manager, Assurance (1997 – 2004)
|
||
|
EDUCATION
■
B.A. in accounting from The College of New Jersey
|
||
|
19 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
DIRECTOR SINCE
2022
PRINCIPAL
OCCUPATION
Corporate Director;
Former CMO,
Walmart.com
AGE
61
BOARD COMMITTEES
■
Audit
■
Compensation
(Chair)
SKILLS AND
QUALIFICATIONS
■
Public Company
Board Experience
■
Global Experience
■
Building Products
Industry Experience
■
IT / Cybersecurity
Experience
■
Marketing /
E-commerce
Experience
■
Human Capital
Management
Experience
|
CATHERINE A. HALLIGAN
|
Independent Director
|
|
|
PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY
■
Corporate governance and human capital experience,
having served in crucial
boardroom roles, including compensation committee chairperson roles, at public companies
both domestic and international, including Driven Brands, the largest automotive services
company in North America, and FLIR Systems, Inc. (now Teledyne FLIR), a company
specializing in thermal imaging infrared technology. Ms. Halligan brings deep experience in
management succession planning gained from overseeing successful CEO succession
processes, including at Ulta Beauty, a U.S.-based beauty retailer, and FLIR Systems. She
also has broad corporate governance experience from serving on the nominating and
governance committees of Driven Brands and Ulta Beauty.
■
Proven leader in digital transformation and e-commerce
from more than 20 years of
experience leading e-commerce, digital sales growth and transformation strategies for
prominent retailers, including Walmart.com, a multinational retail company, where she was
Chief Marketing Officer and Vice President of Market Development, Global E-Commerce, Ms.
Halligan was responsible for the Walmart.com user experience, creative, and customer
insights and analytics. She was also instrumental in advancing Walmart’s omnichannel e-
commerce strategy, resulting in increased traffic to Walmart.com as well as incremental sales
related to online/offline purchase paths. Ms. Halligan’s perspective in e-commerce is further
bolstered by experience advising business development software firms such as Narvar, a
customer post-purchase experience platform, and PowerReviews, a business software
development company, as well as luxury retailer Chanel, Inc., a luxury fashion brand, in
marketing and digital strategy.
■
Deep marketing and brand development experience.
As Walmart.com’s Chief Marketing
Officer, Ms. Halligan increased brand preference and loyalty, and she also spearheaded Site
to Store, an order online/pick-up-in-store service on a high-growth platform. Before that, she
gained crucial experience in retail marketing from serving in senior-level marketing positions
at Williams-Sonoma, Blue Nile and Gymboree, providing her valuable insight into JELD
WEN’s brand development.
|
||
|
CAREER HIGHLIGHTS
■
Chanel, Inc.
, Advisor (2014 – 2023)
■
Navar, Inc.
, Advisor (2013 – 2022)
■
PowerReviews
–
Advisor (2012)
–
Senior Vice President of Sales and Marketing (2010 – 2012)
■
Walmart
–
Vice President of Market Development, Global E-Commerce (2009 – 2010)
–
Chief Marketing Officer, Walmart.com (2007 – 2009)
–
VP Product Management and Multi-Channel Integration (2006-2007)
–
Strategic Advisor, Walmart.com (2005-2006)
|
||
|
OTHER PUBLIC COMPANY BOARD EXPERIENCE
■
Driven Brands Holdings, Inc. (2020 – present)
■
Ferguson Enterprises Inc. (formerly Ferguson plc) (2019 – present)
■
Ulta Beauty, Inc. (2012 – present)
■
FLIR Systems, Inc. (2014 – 2021)
|
||
|
EDUCATION
■
B.A. in finance from Northern Illinois University
|
||
|
20 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
DIRECTOR SINCE
2023
PRINCIPAL
OCCUPATION
Corporate Director;
Former President and
CEO, Nordson
Corporation
AGE
70
BOARD COMMITTEES
■
Compensation
■
Governance and
Nominating
SKILLS AND
QUALIFICATIONS
■
Current or Former
CEO
■
Public Company
Board Experience
■
Business
Development / M&A
Experience
■
Financial Experience
■
Global Experience
■
Compliance
Experience
■
Human Capital
Management
Experience
|
MICHAEL F. HILTON
|
Independent Director
|
|
|
PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY
■
Innovative driver of strategic growth,
including as CEO of Nordson Corporation, a
multinational corporation specializing in precision technology solutions and engineering,
where during his tenure he grew annual sales from $819 million to $2.3 billion and led over
30 transactions that expanded the company’s portfolio and establish new product platforms in
medical, test and inspection and flexible packaging.
■
Deep business, operational and global manufacturing industry experience
from over
four decades in the manufacturing and chemicals industries in executive leadership roles. At
Air Products and Chemicals, Inc., a manufacturer of industrial gases, Mr. Hilton progressed
through various roles of increasing responsibility, eventually rising to general manager of its
Electronics and Performance Materials segment, where he was responsible for the
operations and running of the division on a multinational scale. Mr. Hilton’s familiarity with all
aspects of running a business equip him to advise JELD-WEN on continuous improvement
and help drive enterprise-wide operational enhancements.
■
Significant boardroom and human capital experience
gained from serving as a director
on public company boards in the manufacturing industries, where Mr. Hilton has held crucial
roles, including compensation committee chairperson for Ryder System, Inc., Regal Rexnord
Corporation and Lincoln Electric Holdings, Inc. As a compensation committee member, Mr.
Hilton has overseen management succession planning, including the appointment of new
CEOs at Ryder System and Lincoln Electric.
|
||
|
CAREER HIGHLIGHTS
■
Nordson Corporation
, President and CEO (2010 – 2019)
■
Air Products and Chemicals, Inc.
–
Senior Vice President & General Manager, Electronics and Performance Materials
segment (2007 – 2010)
–
Various roles (1976 – 2007)
|
||
|
OTHER PUBLIC COMPANY BOARD EXPERIENCE
■
Regal Rexnord Corporation (2019 – present)
■
Lincoln Electric Holdings, Inc. (2015 – present)
■
Ryder System, Inc. (2012 – present)
|
||
|
EDUCATION
■
B.S. in chemical engineering and an M.B.A. from Lehigh University
|
||
|
21 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
DIRECTOR SINCE
2021
PRINCIPAL
OCCUPATION
CFO, Molson Coors
Beverage Company
AGE
58
BOARD COMMITTEES
■
Audit (Chair)
■
Compensation
SKILLS AND
QUALIFICATIONS
■
Current or Former
CFO
■
Business
Development / M&A
Experience
■
Financial Experience
■
Global Experience
■
Compliance
Experience
|
TRACEY I. JOUBERT
|
Independent Director
|
|
|
PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY
■
Risk management, corporate finance and accounting expertise
from decades of
experience in finance, accounting and financial planning and analysis, most recently as CFO
of Molson Coors Beverage Company, a multinational drink and brewing company, as well as
the Chair of the audit committee of JELD-WEN. As CFO, Ms. Joubert helped guide Molson
Coors’ 2019 revitalization plan, which involved a reinvestment of $150 million annually,
among other efforts. Prior to rising to CFO at Molson Coors, she also served in various
finance positions at South African Breweries Limited in Johannesburg, South Africa, and the
Sustainability Accounting Standards Board.
■
Deep experience in M&A and acquisition integration,
having overseen the acquisition of
Blue Run Spirits by Molson Coors in her capacity as CFO. Previously, as CFO of global beer
brewing company MillerCoors, Ms. Joubert was part of the executive team that oversaw the
sale of MillerCoors to Molson Coors in 2016, which subsequently more than doubled Molson
Coors’ revenue from $5.1 billion in 2015 to $13.5 billion in 2017.
■
Leader in business transformation, including strong international experience
driving
progress on Molson Coors’ strategy to strengthen its core brands in its largest global
markets, including the U.S., Canada, U.K. and Croatia, as well as advancing Molson Coors’
joint venture with D.G. Yuengling & Son Inc. for further regional reach within the United
States.
|
||
|
CAREER HIGHLIGHTS
■
Molson Coors Beverage Company
, CFO (2016 – present)
■
MillerCoors
–
Executive Vice President and CFO (2012 – 2016)
–
Controller (2008 – 2012)
–
Vice President, Finance, Planning & Analysis (2003 – 2012)
■
Miller Brewing Company
–
Vice President and Controller (2005 – 2008)
–
Director Finance and Group Services (2003 – 2005)
■
South African Breweries
–
Financial Manager (2001 – 2003)
–
Financial Services Manager (1998 – 2003)
–
Financial Manager Technical Accounting (1998 – 2001)
■
Barloworld Ltd
, various finance and benefits roles (1992 – 1995)
■
Salmac Stainless Steel
, CFO (1995 – 1997)
|
||
|
OTHER PUBLIC COMPANY BOARD EXPERIENCE
■
Cooper Tire & Rubber Company (2017 – 2021)
|
||
|
EDUCATION
■
B.S. in commerce and accounting from the University of the Witwatersrand in Johannesburg
|
||
|
22 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
DIRECTOR SINCE
2021
PRINCIPAL
OCCUPATION
Consultant and Former
CEO, Dallas Mavericks
AGE
65
BOARD COMMITTEES
■
Compensation
■
Governance and
Nominating
SKILLS AND
QUALIFICATIONS
■
Current or Former
CEO
■
Public Company
Board Experience
■
Financial Experience
■
Global Experience
■
ESG Experience
■
Compliance
Experience
■
Human Capital
Management
Experience
■
Regulatory /
Government
Relations Experience
|
CYNTHIA G. MARSHALL
|
Independent Director
|
|
|
PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY
■
Insightful leader with decades of senior executive experience.
At AT&T, a multinational
telecommunications company, Ms. Marshall was directly responsible for the company’s
regulatory, legislative and community affairs activities in North Carolina. She is also credited
with turning around the culture of the Dallas Mavericks, the professional basketball team,
through transparency, trust and a values-based leadership style, as well as developing a
compliance process and operations infrastructure, during her time as CEO. Ms. Marshall was
named one of fifteen of the world’s most inspiring female leaders by Forbes in 2021.
■
Expertise in corporate culture and diversity, equity and inclusion
from her more than
thirty years of experience implementing strategy for institutionalizing an inclusive culture,
identifying and developing leaders, aligning employees with the company’s vision and
priorities and overseeing employee engagement and skills transformation initiatives. Ms.
Marshall’s diversity and inclusion efforts led to AT&T earning a top 3 ranking on DiversityInc’s
(now Fair360) 2017 Top 50 list of companies and the Dallas Mavericks winning the NBA’s
Inclusion Leadership Award in 2020 and 2022 for creating and executing programming that
promotes inclusion and inclusive practices.
■
Dedication to community development and impact
reflected in her service as the Chair of
the North Carolina State Chamber of Commerce and service on the board of Dallas CASA,
Dallas Regional Chamber, Texas Women’s Foundation, Texas 2036 and other non-profit
boards. Additionally, in 2024, Ms. Marshall helped launch a new TV partnership in which
approximately 10 million Texans can watch Dallas Mavericks games for free.
|
||
|
CAREER HIGHLIGHTS
■
Dallas Mavericks
–
Consultant (2025 – present)
–
CEO (2018 – 2024)
■
Marshalling Resources
, Founder, President and CEO (2017 – present)
■
The Dow Chemical Company
, Chief Inclusion Officer (2017 – 2018)
■
AT&T
–
Senior Vice President, Human Resources and Chief Diversity Officer (2012 – 2017)
–
President, AT&T North Carolina (2007 – 2012)
|
||
|
OTHER PUBLIC COMPANY BOARD EXPERIENCE
■
BGSF, Inc. (2020 – present)
|
||
|
EDUCATION
■
B.A. in business administration and B.A. in human resources management from the
University of California-Berkeley
■
Holds four honorary doctorate degrees
|
||
|
23 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
DIRECTOR SINCE
2021
PRINCIPAL
OCCUPATION
Corporate Director;
Former Executive
Chairman and CEO,
Hubbell Incorporated
AGE
67
BOARD COMMITTEES
■
None
SKILLS AND
QUALIFICATIONS
■
Current or Former
CEO
■
Current or Former
CFO
■
Public Company
Board Experience
■
Business
Development / M&A
Experience
■
Financial Experience
■
Global Experience
|
DAVID G. NORD
|
Independent Board Chair
|
|
|
PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY
■
Extensive experience in strategic M&A and corporate strategy
through executive roles
as CEO of Hubbell Incorporated, an international electrical and utility solutions company,
where Mr. Nord oversaw and negotiated M&A transactions for decades, including Hubbell’s
$1.1 billion acquisition in 2018 of Aclara Technologies LLC to strengthen Hubbell’s leadership
position in utility markets. As Hubbell’s CEO, Mr. Nord launched initiatives to consolidate the
company’s manufacturing footprint and various internal reallocations and restructurings
aimed at increasing manufacturing efficiency, and the company’s annual net sales increased
from approximately $3.2 billion prior to his assuming office to approximately $4.6 billion in the
last full financial year in which he served as CEO. These experiences give Mr. Nord sharp
insight on the execution of JELD-WEN’s strategic initiatives.
■
Financial oversight and operations acumen.
Mr. Nord has significant experience with
financial analysis, accounting and valuation matters, borne out by his experience as CFO, of
Hubbell, and prior to that, of Hamilton Sundstrand, as well as his current tenure as Chair of
the audit committee of Ryder Systems, Inc., a logistics and transportation company.
■
Deep understanding of corporate governance best practices and strategic decision-
making.
Mr. Nord’s expertise is underpinned by his many years serving as Hubbell’s
chairman and executive chairman, overseeing governance and board composition changes
over a long tenure, as well as serving on the company’s executive and finance committees.
As Chairman and CEO, he oversaw Hubbell through its 2015 dual-class stock reclassification
into a single-class structure.
|
||
|
CAREER HIGHLIGHTS
■
Hubbell Incorporated
–
Executive Chairman (2020 – 2021)
–
CEO (2014 – 2020)
–
Chairman (2014 – 2019)
–
President (2012 – 2019)
–
COO (2012)
–
Senior VP and CFO (2005 – 2012)
■
Hamilton Sundstrand
, Vice President, Finance, and CFO (2003 – 2005)
■
United Technologies,
Vice President, Controller (2000 – 2003)
|
||
|
OTHER PUBLIC COMPANY BOARD EXPERIENCE
■
Ryder System, Inc. (2018 – present)
■
Hubbell Incorporated (2013 – 2021)
|
||
|
EDUCATION
■
B.S. in business administration from the University of Hartford
|
||
|
24 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
DIRECTOR SINCE
2014
PRINCIPAL
OCCUPATION
Attorney
Private Investor
AGE
69
BOARD COMMITTEES
■
Governance and
Nominating (Chair)
■
Compensation
SKILLS AND
QUALIFICATIONS
■
Public Company
Board Experience
■
Business
Development / M&A
Experience
■
Financial Experience
■
Global Experience
■
ESG Experience
■
Compliance
Experience
■
Human Capital
Management
Experience
■
Regulatory /
Government
Relations Experience
|
BRUCE M. TATEN
|
Independent Director
|
|
|
PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY
■
Risk management and legal acumen
honed over decades of experience in transactional,
litigation, compliance and internal investigation matters, including as General Counsel at
Cooper Industries, plc, an electrical products manufacturer, and before that at Nabors
Industries, an oil and gas company. Coupled with his executive oversight, Mr. Taten’s skillset
has contributed significantly to the Board’s oversight of corporate strategy and risk
management in the competitive building products industry.
■
Deep experience in mergers and acquisitions, corporate finance, tax and accounting
from his experience as an attorney and previously as a C.P.A. with Peat Marwick Mitchell &
Co. (now KPMG). At Cooper Industries he oversaw the company’s $13 billion acquisition by
Eaton Corporation in 2012, as well as multiple other acquisitions over the course of his
tenure as General Counsel at both Cooper Industries and Nabors Industries. Before that, Mr.
Taten also advised public companies on mergers and acquisitions in private practice at top
law firms.
■
Corporate governance expertise
gained from serving as Chief Compliance Officer at
multinational corporations, advising management and boards of directors on corporate
governance issues and securities compliance, and assisting companies with their ESG
programs. His experiences inform his perspectives and actions as Chair of the governance
and nominating committee, which oversees ESG, and as a member, and former Chair, of the
compensation committee, which oversees the Company’s human capital management
strategy, including diversity and inclusion and employee recruitment, retention and
engagement. Additionally, Mr. Taten holds an FSA Credential from the Sustainability
Accounting Standards Board.
|
||
|
CAREER HIGHLIGHTS
■
Current practicing attorney, admitted to practice law in Texas and New York, and
private investor
(2015 – present)
■
Cooper Industries, plc
, Senior Vice President, General Counsel and Chief Compliance
Officer (2008 – 2012)
■
Nabors Industries
, Vice President and General Counsel (2003 – 2008)
■
Simpson Thacher & Bartlett LLP and Sutherland Asbill & Brennan LLP
■
Peat Marwick Mitchell & Co.
, C.P.A. (now known as KPMG)
|
||
|
OTHER PUBLIC COMPANY BOARD EXPERIENCE
■
Aviat Networks, Inc. (2022 – present)
|
||
|
EDUCATION
■
B.S. in Psychology from Georgetown University
■
M.S. in Accounting from Georgetown University
■
J.D. from Vanderbilt University
|
||
|
25 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
DIRECTOR SINCE
1985
PRINCIPAL
OCCUPATION
Managing Member,
Spruce Street Ventures,
LLC
AGE
70
BOARD COMMITTEES
■
None
SKILLS AND
QUALIFICATIONS
■
Current or Former
CEO
■
Business
Development / M&A
Experience
■
Financial Experience
■
Global Experience
■
Building Products
Industry Experience
■
Marketing /
E-commerce
Experience
|
RODERICK C. WENDT
|
|
|
PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY
■
Building products industry expert.
Mr. Wendt started at JELD-WEN in 1980 and has built
over four decades of experience at the Company in various legal, marketing, window
manufacturing, and sales roles of increasing responsibility, culminating in his service as
President and CEO, later as Executive Chairman and CEO, and finally as Vice Chairman.
During his tenure, the Company expanded its operations and product offerings globally to
Europe and Australasia and launched an approximately $575 million initial public offering on
the New York Stock Exchange in 2017.
■
Proven leadership in corporate governance and strategic M&A,
having overseen the
Company’s rapid growth through a series of strategic acquisitions of industry-leading
companies both domestic and international, including: Dooria AS, Aneeta Window Systems,
Karona Inc., LaCantina Doors, TREND Windows & Doors, Breezway, Mattiovi Oy, Milliken
Millwork, Inc., the Kolder Group, the Domoferm Group of companies, American Building
Supply, Inc., and VPI Quality Windows, Inc. Mr. Wendt’s operational and financial acumen
stems from his deep familiarity with all aspects of the Company’s business, risks and
strategic initiatives.
■
Strong commitment to community impact,
enhanced by his service as a director of the
Portland Branch as the Federal Reserve Bank of San Francisco from 2009 until 2014,
including serving as Chairman from 2013 to 2014, and serving as a member of the Economic
Advisory Council at the Federal Reserve Bank of San Francisco.
|
||
|
CAREER HIGHLIGHTS
■
Spruce Street Ventures, LLC
, Managing Member (2013 – present)
■
JELD-WEN, Inc.
–
Vice Chairman (2014 – 2023)
–
Executive Chairman and CEO (2011 – 2013)
–
President and CEO (1992 – 2011)
■
Portland Branch at the Federal Reserve Bank of San Francisco
–
Chairman (2013 – 2014)
–
Director (2009 – 2014)
|
||
|
EDUCATION
■
B.A. from Stanford University
■
J.D. from Willamette University College of Law
|
||
|
26 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
DIRECTOR SINCE
2012
PRINCIPAL
OCCUPATION
Private Investor
AGE
72
BOARD COMMITTEES
■
Audit
■
Governance and
Nominating
SKILLS AND
QUALIFICATIONS
■
Current or Former
CEO
■
Public Company
Board Experience
■
Business
Development / M&A
Experience
■
Financial Experience
■
Global Experience
■
Building Products
Industry Experience
■
Compliance
Experience
■
IT / Cybersecurity
Experience
■
Regulatory /
Government
Relations Experience
|
STEVEN E. WYNNE
|
Independent Director
|
|
|
PROFESSIONAL EXPERTISE RELEVANT TO JELD-WEN’S BUSINESS AND STRATEGY
■
Expertise in executive management, operations and strategic planning.
Mr. Wynne has
over three decades of experience successfully serving in senior executive capacities at
several leading companies. As President and CEO of Adidas America, Inc. he has been
credited with Adidas’ aggressive growth in sales, which climbed from approximately $400
million in 1995 to $1.7 billion in 2000, during which Mr. Wynne improved the company’s US
market penetration and oversaw one of its most successful marketing campaigns in spite of
heightened competition in the industry.
■
Proven leadership in strategic M&A and corporate transformation,
having overseen the
sale of Fila USA and all global Fila operations during his tenure as CEO of Sports Brands
International Ltd. Mr. Wynne also assisted with Health Services Group’s 2013 acquisition of
Platinum Health Services, LLC, complementing Health Services Group’s existing operations
and augmenting its performance. As CEO of eteamz.com, Mr. Wynne oversaw the complete
transformation and transition of the company through its sale to Active.com in 2000.
■
Extensive track record in corporate finance, audit, and corporate governance,
with
multiple years of experience on JELD-WEN’s audit and governance and nominating
committees. He also previously served on the audit committees of Planar Systems and FLIR
Systems, Inc. (now Teledyne FLIR). Mr. Wynne’s perspective is enhanced by his extensive
legal career in both private practice and as General Counsel at FLIR Systems.
|
||
|
CAREER HIGHLIGHTS
■
Private Investor
(2012 – present)
■
Health Services Group (now Moda Health)
–
Executive Vice President (2012 – 2023)
–
Senior Vice President (2010 – 2011)
■
JELD-WEN, Inc.
, Senior Vice President and Chief Marketing Officer (2011 – 2012)
■
Sports Brands International Ltd.
, President and CEO (2004 – 2007)
■
FLIR Systems, Inc.
, Acting Senior Vice President and General Counsel (2002 – 2003)
■
eteamz.com
, Chairman and CEO (2000 – 2001)
■
Adidas America, Inc.
, President and CEO (1995 – 2000)
|
||
|
OTHER PUBLIC COMPANY BOARD EXPERIENCE
■
FLIR Systems, Inc. (1999 – 2021)
|
||
|
EDUCATION
■
B.A. from Willamette University
■
J.D. from Willamette University College of Law
|
||
|
27 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Director Independence and Independence Determinations
Under our Corporate Governance Guidelines and the listing standards of the NYSE, a director is not independent unless our
Board affirmatively determines that the individual does not have a material relationship with us or any of our subsidiaries. Our
Corporate Governance Guidelines define independence in accordance with the independence definition in the current listing
standards of the NYSE. Our Corporate Governance Guidelines require our Board to review the independence of all directors at
least annually. In the event a director has a relationship with the Company that is relevant to their independence and is not
addressed by the objective tests set forth in the NYSE independence definition, our Board will determine, considering all
relevant facts and circumstances, whether such relationship is material.
Our Board affirmatively determined that Antonella B. Franzen, Catherine A. Halligan, Michael F. Hilton, Tracey I. Joubert,
Cynthia G. Marshall, David G. Nord, Bruce M. Taten and Steven E. Wynne are independent directors under the rules of the
NYSE and independent directors as such term is defined in Rule 10A-3(b)(1) under the Exchange Act.
Director Resignation Policy
Our Corporate Governance Guidelines require any incumbent non-employee director nominee who does not receive the
affirmative vote of the majority of shares voted in connection with an uncontested election to tender their resignation from the
Board promptly following certification of the stockholder vote. The Governance and Nominating Committee will consider and
recommend to the Board whether to accept the resignation. The Board will act on the recommendation and disclose publicly
the results of its decision. Any director who tenders their offer of resignation under this policy will not participate in the
deliberation or determination on whether to accept the resignation.
Director Compensation Structure
The Board approved a Non-Employee Director Compensation Policy that sets forth the compensation of our non-employee
directors. The Governance and Nominating Committee reviews this policy on an annual basis, typically in conjunction with the
annual meeting of stockholders, and recommends changes to the Board as it deems appropriate.
The following table describes the components of our non-employee directors’ compensation for 2024:
|
COMPENSATION ELEMENT
|
COMPENSATION AMOUNT
|
|
Annual Cash Retainer
|
$100,000
|
|
Annual Equity Retainer
|
$150,000 in RSUs that vest one year from the date of grant
|
|
Board and Committee Meeting Fees
|
None
|
|
Committee Chair Additional Cash
Retainer*
|
$25,000 for the Audit Committee
$18,000 for the Compensation Committee
$15,000 for the Governance and Nominating Committee
|
|
Board Chair/Independent Lead
Director Additional Cash Retainer
|
$180,000
|
|
Stock Ownership Requirement**
|
Ownership of common stock or RSUs equivalent to five times the annual cash
retainer within five years of the later of the IPO or joining the Board
|
*
Committee chair retainer paid unless such position is held by the Chair of the Board.
**
As of December 31, 2024, all non-employee directors were in compliance, or on track for compliance, with the stock ownership requirement.
Annual Cash Retainer and Committee Chair Fees
Under the Non-Employee Director Compensation Policy, members of the Board who are our employees receive no additional
compensation for their service on the Board. Mr. Christensen was the only employee director in 2024.
|
28 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Annual Equity Retainer
In 2024, eligible non-employee directors were entitled to an annual grant of $150,000 in RSUs under the Omnibus Equity Plan,
which RSUs vest one year from the date of the grant, subject to continued service on the Board through the earlier of the
vesting date or the end of the director’s term. Directors who are appointed during the year will be entitled to a pro-rated RSU
award. In accordance with this policy, on April 25, 2024, each of Messrs. Hilton, Nord, Taten, Wendt and Wynne and Mses.
Franzen, Halligan, Joubert and Marshall received a grant of 7,153 RSUs. Ms. Franzen received a pro-rated RSU award when
she was appointed to the Board, effective March 1, 2024.
2024 Director Compensation
The following table provides summary information for the year ended December 31, 2024, relating to compensation paid to or
accrued by us on behalf of our directors who served in this capacity during 2024. Pursuant to the Non-Employee Director
Compensation Policy approved by the Board, Mr. Christensen was an employee of the Company and consequently did not
receive any compensation for serving as a director. Mr. Christensen’s compensation is reported in the Summary
Compensation Table and related compensation tables beginning on page 43.
|
DIRECTOR
|
FEES EARNED OR
PAID IN CASH
|
STOCK
AWARDS
(1)
|
ALL OTHER
COMPENSATION
|
TOTAL
|
||
|
William J. Christensen
|
—
|
—
|
—
|
—
|
||
|
Antonella B. Franzen
(2)
|
$83,333
|
$174,991
|
—
|
$258,324
|
||
|
Catherine A. Halligan
|
$112,250
|
$150,000
|
—
|
$262,250
|
||
|
Michael F. Hilton
|
$100,000
|
$150,000
|
—
|
$250,000
|
||
|
Tracey I. Joubert
|
$125,000
|
$150,000
|
—
|
$275,000
|
||
|
Cynthia G. Marshall
|
$100,000
|
$150,000
|
—
|
$250,000
|
||
|
David G. Nord
|
$280,000
|
$150,000
|
—
|
$430,000
|
||
|
Bruce M. Taten
|
$115,958
|
$150,000
|
—
|
$265,958
|
||
|
Roderick C. Wendt
|
$100,000
|
$150,000
|
—
|
$250,000
|
||
|
Steven E. Wynne
|
$100,000
|
$150,000
|
—
|
$250,000
|
||
(1)
Reflects the grant date fair value of RSUs, calculated in accordance with FASB ASC Topic 718. For 2024, the calculation is described in Note 18 — Stock
Compensation in our audited financial statements for the year ended December 31, 2024 in our Annual Report on Form 10-K into which this Proxy Statement
is incorporated by reference. As of December 31, 2024, each of Messrs. Hilton, Nord, Taten, Wendt and Wynne and Mses. Halligan, Joubert and Marshall had
7,153 RSUs outstanding. Ms. Franzen had 8,509 RSUs outstanding.
(2)
Ms. Franzen joined the Board on March 1, 2024, and received a pro-rated equity grant on March 1, 2024 for Board service through the 2024 annual meeting in
addition to a full value equity grant on April 25, 2024.
|
29 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Policy Regarding Certain Relationships and Related Party Transactions
Our Board has adopted a written policy providing that the Governance and Nominating Committee, or the Board upon the
affirmative vote of a majority of the disinterested directors, will review and approve or ratify transactions in which we participate
and in which a related party has or will have a direct or indirect material interest. Under this policy, the Governance and
Nominating Committee or the Board is to obtain all information it believes to be relevant to a review and approval or ratification
of these transactions. After consideration of the relevant information, the Governance and Nominating Committee or the Board
is to approve only those related party transactions that it believes are in the best interests of the Company. In particular, our
policy with respect to related party transactions requires our Governance and Nominating Committee or Board to consider the
benefits to the Company; the impact on a director’s independence in the event the related party is a director, an immediate
family member of a director or an entity in which a director has a position or relationship; the overall fairness of the transaction
to both the Company and the related party; and any other matters the Governance and Nominating Committee or the Board
deems appropriate. A “related party” is any person who is or was one of our executive officers, directors or director nominees
or is a holder of more than 5% of our common stock, or, in each case, their immediate family members, any person sharing the
household or any entity owned or controlled by any of the foregoing persons.
In 2024, we did not enter into any new related party transactions for the covered period in which the amount involved
exceeded or will exceed $120,000, and in which any of our executive officers, directors or holders of more than 5% of any
class of our voting securities, or an affiliate or immediate family member thereof, had or will have a direct or indirect material
interest. We have not made payments to non-employee directors, other than the fees they are entitled as described in
“Director Compensation Structure” and reimbursement of expenses related to their services as a director. Compensation paid
to employee directors is described in the “Summary Compensation Table” for Mr. Christensen.
|
30 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Security Ownership of Certain Beneficial Owners and Management
The following table shows the number of shares of our common stock beneficially owned (as of the close of business on
February 24, 2025) by each of our current directors and NEOs, as well as the number of shares beneficially owned by all of
our current directors and executive officers as a group. The table also shows the number of shares of our common stock
beneficially owned by each person known to us to beneficially own more than 5% of the outstanding shares of the Company.
Determinations as to the identity and holdings of 5% stockholders are based upon filings with the SEC and other publicly
available information. Information with respect to beneficial ownership is based upon information known to us or furnished to
us by each director or executive officer, and on information reported in Schedules 13D or 13G filed with the SEC, as the case
may be.
|
SHARES BENEFICIALLY OWNED
|
||||
|
NAME OF BENEFICIAL OWNER
|
NUMBER OF
SHARES
|
PERCENTAGE OF
SHARES
(1)
|
||
|
NEOs and Directors
|
||||
|
William J. Christensen
(2)
|
330,753
|
*
|
||
|
Samantha L. Stoddard
|
24,215
|
*
|
||
|
Julie C. Albrecht
|
73,805
|
*
|
||
|
Kevin C. Lilly
(3)
|
152,539
|
*
|
||
|
James S. Hayes
(4)
|
63,222
|
*
|
||
|
Daniel P. Valenti
(5)
|
14,054
|
*
|
||
|
Antonella B. Franzen
(6)
|
8,509
|
*
|
||
|
Catherine A. Halligan
(6)
|
27,701
|
*
|
||
|
Michael F. Hilton
(6)
|
13,505
|
*
|
||
|
Tracey I. Joubert
(6)
|
29,837
|
*
|
||
|
Cynthia G. Marshall
(6)
|
29,837
|
*
|
||
|
David G. Nord
(7)
|
51,486
|
*
|
||
|
Bruce M. Taten
(6)
|
73,243
|
*
|
||
|
Roderick C. Wendt
(8)
|
326,960
|
*
|
||
|
Steven E. Wynne
(9)
|
84,870
|
*
|
||
|
All current executive officers and directors as a group (15 persons)
|
1,054,305
|
1.24%
|
||
|
5% Beneficial Owners
|
||||
|
BlackRock, Inc.
(10)
|
8,583,661
|
10.1%
|
||
|
The Vanguard Group, Inc.
(11)
|
8,862,466
|
10.40%
|
||
|
Pzena Investment Management, LLC
(12)
|
11,165,246
|
13.2%
|
||
|
Fuller & Thaler Asset Management, Inc.
(13)
|
4,853,971
|
5.74%
|
||
|
American Century Investment Management, Inc.
(14)
|
5,141,839
|
6.08%
|
||
|
Turtle Creek Asset Management Inc.
(15)
|
14,842,920
|
17.5%
|
||
*
Represents beneficial ownership of approximately 1% of our outstanding common stock.
(1)
The percentage of beneficial ownership of our NEOs and directors, and current executive officers and directors as a group, is based on 85,365,636 shares
outstanding as of February 24, 2025.
(2)
Includes 33,664 shares of common stock issuable upon the vesting of certain RSUs within 60 days of the record date and 181,845 shares of common stock
issuable upon the exercise of currently vested options.
|
31 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
(3)
Includes 75,593 shares of common stock issuable upon the exercise of currently vested options.
(4)
Includes 30,292 shares of common stock issuable upon the exercise of currently vested options.
(5)
Includes 10,167 shares of common stock issuable upon the exercise of currently vested options.
(6)
Includes shares of common stock issuable upon the vesting of certain RSUs within 60 days of the record date.
(7)
Includes 40,000 shares of common stock held through the David G. Nord Revocable Trust and 7,153 shares of common stock issuable upon the vesting of
certain RSUs within 60 days of the record date. Mr. Nord has voting and investment control of shares held by the David G. Nord Revocable Trust, and
therefore may be deemed to have beneficial ownership of such shares.
(8)
Includes (i) 31,079 shares of common stock held in an investment retirement account; (ii) 227,059 shares of common stock held through the RC Wendt
Revocable Trust; (iii) 26,400 shares of common stock held through the Roderick Wendt GST Trust and (iv) 7,153 shares of common stock issuable upon the
vesting of certain RSUs within 60 days of the record date. Mr. Wendt is the sole trustee of the RC Wendt Revocable Trust and the Roderick Wendt GST Trust.
Mr. Wendt has or shares voting and investment control of shares held by the RC Wendt Revocable Trust and the Roderick Wendt GST Trust, and therefore
may be deemed to have beneficial ownership of such shares. Mr. Wendt is also the beneficiary of the RC Wendt Revocable Trust. Mr. Wendt, as trustee and
beneficiary of the RC Wendt Revocable Trust, has pledged 220,000 shares of common stock in the name of People’s Bank to secure a loan obligation.
(9)
Includes 18,000 shares of common stock held in an investment retirement account and 7,153 shares of common stock issuable upon the vesting of certain
RSUs within 60 days of the record date.
(10)
Based solely upon information contained in the Schedule 13G filed with the SEC on behalf of BlackRock, Inc. on January 8, 2024, BlackRock, Inc. and certain
of its affiliates have sole voting power with respect to 8,096,013 shares and sole dispositive power with respect to 8,583,661 shares beneficially owned at
December 31, 2023. Their reported address is 50 Hudson Yards, New York, NY 10001.
(11)
Based solely upon information contained in the Schedule 13G/A filed with the SEC on behalf of The Vanguard Group, Inc. (“Vanguard”) on February 13, 2024,
Vanguard and certain of its affiliates have shared voting power with respect to 99,887 shares, shared dispositive power with respect to 185,548 shares and
sole dispositive power with respect to 8,676,918 shares beneficially owned at December 29, 2023. Their reported address is 100 Vanguard Blvd. Malvern, PA
19355.
(12)
Based solely upon information contained in the Schedule 13G filed with the SEC on behalf of Pzena Investment Management, LLC (“Pzena”) on January 23,
2025, Pzena and certain of its affiliates have sole voting power with respect to 9,492,444 shares and sole dispositive power with respect to 11,165,246 shares
beneficially owned at December 31, 2024. Their reported address is 320 Park Avenue, 8th Floor, New York, NY 10022.
(13)
Based solely upon information contained in the Schedule 13G/A filed with the SEC on behalf of Fuller & Thaler Asset Management, Inc. (“Fuller”) on October
7, 2024, Fuller and certain of its affiliates have sole voting power with respect to 4,777,711 shares and sole dispositive power with respect to 4,853,971 shares
beneficially owned at September 30, 2024. Their reported address is 411 Borel Avenue, Suite 300, San Mateo, CA 94402.
(14)
Based solely upon information contained in the Schedule 13G filed with the SEC on behalf of American Century Investment Management, Inc. (“American
Century”) on November 8, 2024, American Century and certain of its affiliates have sole voting power with respect to 4,934,001 shares and sole dispositive
power with respect to 5,141,839 shares beneficially owned at September 30, 2024. Their reported address is 4500 Main Street, 9th Floor, Kansas City, MO
64111.
(15)
Based solely upon information contained in the Schedule 13G/A filed with the SEC on behalf of Turtle Creek Asset Management Inc. (“Turtle Creek”) on
February 14, 2025, Turtle Creek and certain of its affiliates have sole voting power and sole dispositive power with respect to all shares beneficially owned at
December 31, 2024. Their reported address is Scotia Plaza, 40 King Street West, Suite 5100, Toronto, Ontario M5H 3Y2 Canada.
The amounts and percentages of our common stock beneficially owned are reported on the basis of rules of the SEC
governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a “beneficial
owner” of a security if that person has or shares “voting power,” which includes the power to vote or direct the voting of such
security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is
also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within
60 days after February 24, 2025, including any shares of our common stock subject to an option that has vested or will vest
within 60 days after February 24, 2025. More than one person may be deemed to be a beneficial owner of the same securities.
Unless otherwise indicated above, to our knowledge, all persons listed above have sole voting and investment power with
respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law. Unless
otherwise indicated above, the address for each person or entity listed above is c/o JELD-WEN Holding, Inc., 2645 Silver
Crescent Drive, Charlotte, North Carolina 28273.
|
32 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
COMPENSATION OF EXECUTIVE OFFICERS
|
PAGE
|
|||||
|
Table of Contents
|
|||||
|
60
|
|||||
Compensation Discussion and Analysis (“CD&A”)
This CD&A provides information about our compensation philosophy and practices in place during 2024 and the material
elements of compensation paid to, awarded to, or earned by our named executive officers (“NEOs”). Our NEOs for 2024 were
the following:
|
NAME
|
TITLE
|
|
William J. Christensen
|
Chief Executive Officer
|
|
Samantha L. Stoddard
|
Executive Vice President and Chief Financial Officer
|
|
Julie C. Albrecht
|
(Former) Executive Vice President and Chief Financial Officer
|
|
Kevin C. Lilly
|
(Former) Executive Vice President, Global Transformation
|
|
James S. Hayes
|
Executive Vice President, General Counsel & Corporate Secretary
|
|
Daniel P. Valenti
|
(Former) Executive Vice President, North America
|
|
33 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Section 1 – Compensation Objectives and Philosophy
The Compensation Committee (the “Committee”) believes that our executive compensation program should be structured to
provide an attractive, dynamic and market-based total compensation package tied to performance and aligned with the
interests of our stockholders. Accordingly, the Committee’s executive compensation philosophy is as follows:
|
Reward
Long-Term Growth
and Profitability:
Emphasize executive
rewards for the
achievement of long-term
results aligns the interests
of our NEOs with those of
our stockholders, thereby
providing long-term
economic benefit to our
stockholders.
|
Hire and Retain
World-Class Talent:
Providing competitive
financial incentives in the
form of salary, bonus and
benefits, and long-term
equity awards allows us to
attract and retain talented
individuals in critical roles.
|
Pay for
Performance:
Placing a significant
portion of compensation
at-risk through inclusion of
performance-based
metrics incentivizes
NEOs, allowing flexibility
for compensation to reflect
each individual’s
contribution to overall
performance.
|
Avoid Incentivizing
Undue Risk:
Striking an appropriate
balance between short-
term and long-term
performance permits the
incorporation of risk-
mitigation design features
to discourage excessive
risk-taking.
|
|||||||||||
TO ACHIEVE OUR OBJECTIVES, WE DELIVER EXECUTIVE COMPENSATION THROUGH
A COMBINATION OF THE FOLLOWING COMPONENTS:
Base
Salary
Annual
Cash Bonuses
Long-Term
Equity Awards
Employee
Benefits
Severance
Benefits
Our executive compensation program includes base salaries and emphasizes incentive-based compensation. We use annual
cash incentive compensation and long-term equity incentives to ensure a performance-based delivery of pay that aligns, as
closely as possible, the rewards to our NEOs with the long-term interests of our stockholders, while providing a competitive
opportunity and enhancing executive retention. Compensation of our NEOs is determined by the Committee, which considers
feedback and recommendations from the CEO with respect to his direct reports, along with general feedback from the
Committee’s compensation consultant (described below).
|
34 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Pay Mix
The majority of target compensation for our NEOs, including the CEO, is at-risk variable compensation, with a significant
portion of such compensation being equity-based compensation. This reflects the principles of our compensation philosophy:
pay-for-performance through the use of at-risk variable pay, use of equity compensation to align executives’ interests with
those of our stockholders, and encouragement of both appropriate outcomes and behaviors through the use of a mix of
compensation elements. The
following graphs set
out the
2024 target total compensation elements for our CEO
, Mr.
Christensen, and the average of our other NEOs at the Company on December 31, 2024:
66%
Long-Term
Incentive Plan
52%
Long-Term
Incentive Plan
85%
PERFORMANCE
BASED
72%
PERFORMANCE
BASED
Incentive Compensation Clawback Policy
To promote the highest level of financial integrity and ethical behavior, and to discourage excessive risk-taking, our Committee
adopted an Incentive Compensation Clawback Policy (the “Clawback Policy”) allowing the Committee to recover any cash or
equity incentive-based compensation that is granted, earned or vested in the event of a restatement of our financial
statements, in accordance with Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and NYSE listing
standards, or specific acts of improper conduct, such as fraud, willful misconduct and violations of our Code of Business
Conduct. Our Clawback Policy is available online at
investors.jeld-wen.com
.
Use of Compensation Consultant
The Committee directly engaged Willis Towers Watson (“WTW”) as its independent consultant to assist the Committee in
fulfilling its responsibilities, including by providing advice, research and analysis on executive compensation trends and norms;
determining the composition of our peer group for purposes of compensation comparison; reviewing and analyzing peer group
and industry information to assist with setting both specific elements of, and the total amount of, executive compensation; and
advising on the Company’s incentive compensation plans. At the end of 2024, the Committee engaged another compensation
consulting firm, Pay Governance. 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 WTW and 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 WTW or Pay Governance.
|
35 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Peer Group
The Committee determines the appropriate level of both specific elements of and total compensation for our NEOs by
considering numerous competitive, performance and other factors, including a comparison against a pre-selected peer group.
In consultation with WTW, the Committee has identified a peer group to serve as a benchmark for determining the
compensation of each of our NEOs. The Committee does not target compensation at a specific percentile within the peer or
industry group. Instead, it reviews market data to understand how our NEOs’ total compensation compares to competitive
norms.
The Committee in consultation with the compensation consultant and management determined an appropriate peer group for
purposes of compensation comparison by considering published compensation survey data and companies that meet all or
most of the following factors: they operate in a comparable industry, they have comparable revenue and market capitalization
and they are likely competitors with us for executive talent. The Committee considered each company individually, as well as
the group as a whole, in determining a peer group appropriate for purposes of executive compensation comparison. Eleven of
the eighteen companies included in the Company’s peer group are in the building products industry, while the remaining seven
are either peers of those eleven peers or in highly aligned products or sectors. The median revenue of the peer group is
likewise aligned with the Company’s anticipated revenue. The Committee also considered the size of the peer group and
determined that a robust peer group was desirable to mitigate potential year-over-year volatility in data.
For 2024, the Committee used the following peer group for purposes of executive compensation comparison:
|
A.O. Smith Corporation (AOS)
|
Mohawk Industries, Inc. (MHK)
|
|
Allegion plc (ALLE)
|
Newell Brands Inc. (NWL)
|
|
Fortune Brands Innovations, Inc. (FBIN)
|
Owens Corning (OC)
|
|
Griffon Corporation (GFF)
|
Patrick Industries, Inc. (PATK)
|
|
Lennox International, Inc. (LII)
|
PulteGroup, Inc. (PHM)
|
|
Martin Marietta Materials, Inc. (MLM)
|
Resideo Technologies, Inc. (REZI)
|
|
Masco Corporation (MAS)
|
Snap-on Incorporated (SNA)
|
|
Masonite International Corporation (DOOR)
(1)
|
UFP Industries, Inc. (UFPI)
|
|
MasterBrand, Inc. (MBC)
|
Vulcan Materials Company (VMC)
|
(1)
Masonite International Corporation was acquired by Owens Corning in May 2024.
2024 Say-On-Pay Advisory Vote
At our annual meeting of stockholders held in 2024, 96.63% of the votes cast on our say-on-pay proposal approved the
compensation we paid to our executive officers. As a result of our strong stockholder support of our pay-for-performance
compensation structure, among other considerations, the Committee decided not to implement any significant changes to our
compensation programs in fiscal 2024.
Section 2 – Compensation Program Design and Decisions
Base Salary
We believe it is important to pay our executives a competitive base salary. Each NEO is party to an employment agreement
that provides for an annual base salary, which is subject to periodic review by the Committee. In establishing the initial base
salary, we considered a number of factors, including market data for similar positions, as well as the duties and responsibilities
of the position. NEOs do not receive automatic merit increases to their base salaries. Rather, the base salaries of our NEOs
are reviewed annually by the Committee to determine whether an adjustment is appropriate. In making decisions regarding
salary adjustments, the Committee considers numerous factors, including the NEO’s performance, our financial results, the
relative significance of the NEO’s business unit or function, the NEO’s past performance and potential for advancement, and
comparable salaries paid to other executive officers with similar skills and experience in our peer group or industry.
|
36 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
The following table shows the 2024 annual base salary amounts for each of our NEOs:
|
NAME
|
2024 BASE SALARY
|
||
|
William J. Christensen
|
$1,025,000
|
||
|
Samantha L. Stoddard
(1)
|
$525,000
|
||
|
Julie C. Albrecht
(2)
|
$725,000
|
||
|
Kevin C. Lilly
(3)
|
$595,000
|
||
|
James S. Hayes
|
$515,000
|
||
|
Daniel P. Valenti
(4)
|
$550,000
|
||
(1)
Represents Ms. Stoddard's base salary as EVP and Chief Financial Officer. Ms. Stoddard was promoted to her current role on July 1, 2024.
(2)
Ms. Albrecht exited the Company on July 19, 2024.
(3)
Mr. Lilly retired from the Company on January 3, 2025.
(4)
Mr. Valenti exited the Company in February 2025.
Annual Cash Incentives under the Management Incentive Plan (“MIP”)
We believe it is important to motivate our NEOs to achieve short-term performance goals by linking a portion of their annual
cash compensation to the achievement of our Board-approved operating plan. Toward that end, we provide an annual cash
incentive award opportunity to key members of management, including our NEOs, under the terms and conditions of the
Company’s MIP. The Committee establishes the target bonus opportunities and the Company performance goals for the MIP
(as described in greater detail below) in February of each year based on the Board-approved operating budget, and then these
targets are communicated to the MIP participants.
Following the end of each fiscal year, the Committee reviews the Company’s actual financial results relative to the established
MIP performance goals and determines the level of performance achieved with respect to the Company performance goals for
all MIP participants. The Committee considers the level of achievement of the Company performance goals as well as the
achievement of the regional or individual performance goals applicable to each NEO. The Committee approves actual cash
incentive payments for each NEO following such determinations. The evaluation of a NEO’s individual performance specifically
includes, among other considerations, the satisfaction of pre-established ESG metrics.
Employment agreements with our NEOs establish minimum target MIP opportunities, and the Committee has discretion to
assign target MIP opportunities above those levels. The Committee also establishes threshold and maximum MIP
opportunities for each NEO. MIP payments are made based upon actual performance in the range between threshold and
maximum achievement of performance goals. In addition, the following conditions apply:
•
No payments under the MIP are made with respect to a particular performance goal if financial results are below the
threshold performance level for the applicable performance goal.
•
No payments under the Regional Performance Metrics (as defined below) are made if performance under the Company
Performance Metrics (as defined below) are below threshold performance levels.
•
Actual bonus payments under the MIP are subject to upward or downward adjustment at the discretion of the Committee
based upon its evaluation of an NEO’s individual achievements or contributions to performance of the functions within
the individual’s areas of responsibility.
•
Adjustments are permitted as deemed appropriate by the Committee to account for unanticipated or other significant
events that warrant adjustment.
|
37 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
The Committee established the 2024 MIP opportunity for each of our NEOs, expressed as a percentage of base salary, as
follows:
|
NAME
|
THRESHOLD
|
TARGET
|
MAXIMUM
|
||||
|
William J. Christensen
|
72%
|
120%
|
240%
|
||||
|
Samantha L. Stoddard
|
36%
|
60%
|
120%
|
||||
|
Julie C. Albrecht
(1)
|
48%
|
80%
|
160%
|
||||
|
Kevin C. Lilly
(2)
|
48%
|
80%
|
160%
|
||||
|
James S. Hayes
|
36%
|
60%
|
120%
|
||||
|
Daniel P. Valenti
(3)
|
36%
|
60%
|
120%
|
||||
(1)
Ms. Albrecht exited the Company on July 19, 2024.
(2)
Mr. Lilly retired from the Company on January 3, 2025.
(3)
Mr. Valenti exited the Company in February 2025.
COMPANY PERFORMANCE METRICS
Pursuant to our MIP, the Committee established Company performance goals (the “Company Performance Metrics”) based on
two financial measures under our 2024 operating plan with the following weighting:
For MIP purposes, the Committee uses Adjusted EBITDA as reported, as may be further adjusted for discrete items at the
Committee’s sole discretion. The Committee also uses Operating Cash Flow (“OCF”) as reported, as may be further adjusted
for discrete items at the Committee’s sole discretion in accordance with the terms of the MIP. For 2024, the Company
Performance Metrics apply to our executives with global functional responsibilities, including Messrs. Christensen, Hayes, and
Lilly and Mses. Stoddard and Albrecht.
REGIONAL PERFORMANCE METRICS
The Committee determined that regional performance goals (“Regional Performance Metrics”) were appropriate for executives
responsible for operations in a specific region, including Mr. Valenti for 2024. For 2024, in addition to the overall Company
Performance Metric, the Committee established the Regional Performance Metrics based on two measurements under our
2024 operating plan with the
following weighting
:
|
38 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Company Performance
25%
Regional Performance
75%
For MIP purposes, the Committee uses OCF as reported for the region, as may be further adjusted for discrete items at the
Committee’s sole discretion in accordance with the terms of the MIP. The Committee also uses Adjusted EBITDA as reported
for the region, excluding the impact of acquisitions and divestitures during the plan year, as may be further adjusted for
discrete items at the Committee’s sole discretion.
2024 MIP RESULTS
The 2024 MIP Company and Regional Performance Metrics established by the Committee, and applicable to our NEOs, are
set forth in the table below.
|
(AMOUNTS SHOWN IN MILLIONS)
|
|||||||||
|
PERFORMANCE GOAL
|
WEIGHTING
|
THRESHOLD
|
TARGET
|
MAXIMUM
|
|||||
|
Company
|
|||||||||
|
Adjusted EBITDA
|
50%
|
$365
|
$405
|
$455
|
|||||
|
Operating Cash Flow
|
50%
|
$200
|
$250
|
$300
|
|||||
|
Regional – North America
|
|||||||||
|
Company Performance
|
25%
|
See above
|
|||||||
|
Regional Adjusted EBITDA
|
37.5%
|
$360
|
$400
|
$448
|
|||||
|
Regional Operating Cash Flow
|
37.5%
|
$317
|
$396
|
$475
|
|||||
|
Regional – Europe
|
|||||||||
|
Company Performance
|
25%
|
See above
|
|||||||
|
Regional Adjusted EBITDA
|
37.5%
|
€76
|
€84
|
€94
|
|||||
|
Regional Operating Cash Flow
|
37.5%
|
€65
|
€81
|
€98
|
|||||
The results of the Company’s 2024 financial performance were measured against these pre-established performance goals
that were set in February 2024 after the completion of the Company’s annual operating plan and an examination of its
underlying markets, customers, strategic initiatives and general economic outlook. For 2024, the Company’s Adjusted EBITDA
was $275.2 million and OCF was $106.2 million. Based on these results, the Company Performance Metrics yielded a MIP
payout of 0% of target. For North America, the Company reported $254.1 million in Adjusted EBITDA and $255.3 million in
OCF. For Europe, the Company reported €62.5 million in Adjusted EBITDA and €11.6 million in OCF. Based on these results,
the Regional Performance Metrics yielded a MIP payout of 0% of target for both North America and Europe.
|
39 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
The Committee awarded 2024 MIP bonuses to our NEOs as follows:
|
NAME
|
PAYMENT AMOUNT
|
PERCENTAGE OF
TARGET
|
|||
|
William J. Christensen
|
$0
|
0
%
|
|||
|
Samantha L. Stoddard
|
$0
|
0
%
|
|||
|
Julie C. Albrecht
(1)
|
$0
|
0
%
|
|||
|
Kevin C. Lilly
(2)
|
$0
|
0
%
|
|||
|
James S. Hayes
|
$0
|
0
%
|
|||
|
Daniel P. Valenti
(3)
|
$0
|
0
%
|
|||
(1)
M
s. Albrecht exited the Company on July 19, 2024.
(2)
Mr. Lilly retired from the Company on January 3, 2025.
(3)
Mr. Valenti exited the Company in February 2025.
Long-Term Incentive Plan
OMNIBUS EQUITY PLAN
In connection with our IPO in 2017, the Board adopted and our stockholders approved the Omnibus Equity Plan, which has
been amended from time to time. Equity awards granted in connection with and following our IPO were, and future equity
awards will be, made under the Omnibus Equity Plan. Under the Omnibus Equity Plan, the Committee has granted and
intends to continue to grant equity awards such as stock options and restricted stock units (“RSUs”) to eligible employees, and
performance share units (“PSUs”) to our senior leaders, including our NEOs. The Committee’s use of performance based,
long-term equity awards is intended to encourage superior performance and align executives’ interests with those of
stockholders, and it also takes into consideration competitive market data as well as the incentive for long-term growth and
value creation in the Company’s overall pay-for-performance program.
Stock Options
The Committee utilizes stock options as a component of executive compensation because they have value only if the
Company’s share price increases and, therefore, motivate our executives to drive sustained, long-term stockholder value
creation. To a lesser extent, stock options also play a role in executive retention. The Board has adopted a form of option
award agreement under the Omnibus Equity Plan that generally provides for awards to vest ratably on each anniversary of the
date of grant over the specified multi-year period (typically three years) following the date of grant and to have a strike price
equal to the fair market value on the date of grant. It also provides for post-termination exercise periods; and for awards made
after 2020, stock options continue to vest in the event of death or disability. In the case of retirement, stock options awarded
after 2023 are prorated for time actively employed. Upon a termination for “cause,” all options, vested or unvested, are
immediately forfeited.
Restricted Stock Units
The Committee uses time-vesting RSUs as a component of executive compensation to align further our executives’ interests
with those of stockholders. Because these awards typically vest after a specified period following the date of grant, they also
incentivize our executives to remain in our employ. The Board has adopted a form of RSU award agreement under the
Omnibus Equity Plan that generally provides for awards to vest ratably on each anniversary of the date of grant over a
specified period (typically three years) following the date of grant. All unvested RSUs continue to vest in the event of
termination of employment due to death or disability. In the case of retirement, unvested RSUs for awards granted after 2023
are prorated for the time actively employed.
|
40 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Performance Share Units
Beginning in 2018, the Committee introduced PSUs as a component of executive compensation to ensure our executives’
incentives are tied directly to key drivers of stockholder value growth. PSUs also play a role in executive retention, as an NEO
is required to remain employed through the applicable vesting date in order to receive the shares underlying the PSUs. The
Board has adopted a form of PSU award agreement under the Omnibus Equity Plan that generally provides for awards to cliff
vest after a specified period (typically three years) following the date of grant, subject to the executive’s continued employment
through the vesting date. Participants will be eligible to earn a specified range (typically 0-150%) of the PSU target award
based on our actual performance with respect to selected metrics for the fiscal years specified in the grant.
For the PSU awards granted in February 2022, the number of shares that vest is determined by performance against pre-set,
three-year performance targets for Return on Invested Capital (“ROIC”) and total shareholder return (“TSR”) relative to the
Russell 3000 Index, each weighted at 50%. The Committee has the discretion to adjust the performance metrics to account for
unanticipated or other significant events, including changes in the Company’s structure. As the pre-established performance
metrics for the three-year performance period were not met, the PSU awards granted on February 16, 2022 did not vest. The
target award and payout of the 2022 PSU awards are set forth below.
|
NAME
|
TARGET AWARD
(# OF PSUs)
|
PAYOUT
(# OF PSUs)
|
|||
|
William J. Christensen
(1)
|
—
|
0
|
|||
|
Samantha L. Stoddard
(2)
|
—
|
0
|
|||
|
Julie C. Albrecht
(3)
|
—
|
0
|
|||
|
Kevin C. Lilly
(4)
|
6,340
|
0
|
|||
|
James S. Hayes
(5)
|
—
|
0
|
|||
|
Daniel P. Valenti
(6)
|
—
|
0
|
|||
(1)
Mr. Christensen was promoted to CEO in December 2022 and did not receive a 2022 PSU grant.
(2)
Ms. Stoddard was promoted to EVP and Chief Financial Officer on July 1, 2024 and did not receive a 2022 PSU grant.
(3)
Ms. Albrecht is no longer with the Company.
(4)
Mr. Lilly retired from the Company on January 3, 2025.
(5)
Mr. Hayes was promoted to EVP, General Counsel & Corporate Secretary in June 2023 and did not receive a 2022 PSU grant.
(6)
Mr. Valenti joined the Company in January 2024 and did not receive a 2022 PSU grant. Mr. Valenti is no longer with the Company.
Annual Long-Term Incentive Equity Awards
Annually, the Committee considers long-term incentive equity awards (“LTIP Awards”) to eligible employees and members of
our executive team, including our NEOs. The Committee uses a mix of long-term incentive equity awards, together with other
elements of our executive compensation, to optimize the balance of long-term and short-term incentives and to avoid undue
emphasis on any specific element of the incentive compensation program. In recent years, the Committee has issued LTIP
Awards in the form of a combination of PSUs, RSUs and stock options (each pursuant to the Omnibus Equity Plan) to continue
a strong pay-for-performance alignment of the Company’s compensation program with long-term interests of stockholders.
The Committee awards equity based on a target value as a percentage of an executive’s base salary. One year prior to the
annual grant, the Committee sets a range of target equity values for our executives, including our NEOs. The Committee sets
a target equity value (not a range) for the roles of chief executive officer and chief financial officer. Using its reasoned business
judgement, the Committee determines the executive’s final target equity value for the annual grant based on the executive’s
scope of responsibility, individual evaluation of performance and potential, median market peer and compensation survey data
provided by the Company’s compensation consultant and, in part, the recommendation of our CEO.
|
41 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
In February 2024, the Committee determined that the target equity value (based on the grant date fair value of the total award)
for our NEOs, except our CEO, should be issued using the following combination of awards: 33% stock options, 33% RSUs
and 34% PSUs. The combination of equity awards for our CEO is the following: 50% PSUs, 25% RSUs and 25% stock
options. For the 2024 PSU awards, the Committee selected ROIC and TSR relative to the Russell 3000 Index, each weighted
at 50%, for the three-year performance period to include fiscal years 2024 through 2026. Accordingly, the Committee approved
2024 LTIP Awards to our NEOs valued as set forth below.
|
NAME
|
STOCK OPTIONS
(1)
|
RSUs
(2)
|
PSUs
(3)
|
||||
|
William J. Christensen
|
$1,101,995
|
$1,101,996
|
$2,458,729
|
||||
|
Samantha L. Stoddard
(4)
|
$106,029
|
$289,986
|
$323,512
|
||||
|
Julie C. Albrecht
(5)
|
$692,991
|
$693,000
|
$796,515
|
||||
|
Kevin C. Lilly
|
$455,400
|
$455,388
|
$523,416
|
||||
|
James S. Hayes
|
$395,992
|
$395,995
|
455,137
|
||||
|
Daniel P. Valenti
(6)
|
$329,997
|
$329,989
|
$379,291
|
||||
(1)
All stock options have a strike price of $18.52 (the closing price of our common stock on the date of grant), vest ratably on each of the first three anniversaries
of the date of grant (February 6, 2024) and expire ten years from the date of grant.
(2)
RSUs vest ratably on each of the first three anniversaries of the date of grant (February 6, 2024).
(3)
Value of PSUs issued at target. PSUs vest in a range of 0-150% of target on February 6, 2027, which is the third anniversary of the date of grant. The number
of shares that vest will be determined by performance against pre-set three-year performance targets on ROIC and TSR relative to the Russell 3000 Index,
each weighted 50%.
(4)
Ms. Stoddard was promoted to EVP and Chief Financial Officer on July 1, 2024.
(5)
Ms. Albrecht forfeited her 2024 equity grants in connection with her termination of employment on July 19, 2024.
(6)
Mr. Valenti exited the Company in February 2025, and his unvested 2024 equity grants were forfeited.
Other 2024 Long-Term Incentive Equity Awards
In connection with promotions, the Committee approved certain 2024 LTIP Awards to our NEOs. On July 1, 2024, the
Committee awarded to Ms. Stoddard a RSU grant with a grant date value of $128,403 and a PSU grant with a grant date value
of $130,356 in connection with her promotion to Executive Vice President and Chief Financial Officer. The RSU award is
scheduled to vest ratably on each of the first three anniversaries of the date of grant. The PSU grant is scheduled to vest in a
range of 0-150% of target on the third anniversary of the date of grant subject to pre-determined performance targets set by
the Committee. On September 27, 2024 in connection with Mr. Valenti's promotion to EVP, North America, the Committee
awarded to Mr. Valenti (i) PSUs with a grant date value of $98,884 at target scheduled to vest in a range of 0-150% of target
on the third anniversary of the date of grant subject to pre-determined performance targets set by the Committee and (ii) RSUs
with a grant date value of $99,998, which will vest ratably on each of the first three anniversaries of the date of grant. Mr.
Valenti is no longer with the Company and his unvested 2024 equity awards were forfeited.
Employee Benefits
Our NEOs generally participate in the same retirement program as other management employees assigned at their primary
work location. NEOs based in the United States participate in the Company’s 401(k) Retirement Savings Plan (the “401(k)
Plan”), under which the Company will match contributions up to 4% of the lesser of base salary and the annual statutory
maximum dollar amount.
Our NEOs are also entitled to vacation and holiday pay in accordance with the terms of their respective employment
agreements and otherwise on the same terms as other employees at their primary work location. In addition, our NEOs are
eligible to participate in our medical, dental and other insurance programs in accordance with the terms and provisions of
those programs in effect from time to time, and on substantially the same terms as those generally offered to other employees.
|
42 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Perquisites
Consistent with our performance-oriented culture, we generally provide limited perquisites to NEOs, as included under the "All
Other Compensation" column in the "Summary Compensation Table." Certain NEOs received allowances for moving and
relocation, as disclosed in the “Summary Compensation Table.”
Section 3 – Other Compensation Information
Compensation Risk Assessment
The Compensation Committee meets at least quarterly to consider management’s assessment of employee and compensation
risks, to monitor incentive and equity-based compensation plans and, at least annually, to review the Company’s compensation
programs to confirm they are appropriately aligned with the Company’s strategic objectives and do not incentivize unnecessary
or excessive risk-taking. Based on that review, the Committee has determined that no practices or policies are likely to lead to
excessive risk-taking or have a material adverse effect on the Company.
Compensation Committee Report
The Compensation Committee has reviewed and discussed the above Compensation Discussion and Analysis. Based on its
review and discussion with management, the Compensation Committee recommended to our Board that the Compensation
Discussion and Analysis be included in this Proxy Statement.
Catherine A. Halligan, Chair
Michael F. Hilton
Tracey I. Joubert
Cynthia G. Marshall
Bruce M. Taten
|
43 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Section 4 – 2024 Compensation Tables
Summary Compensation Table
The following table sets forth the compensation paid to each NEO for services performed during the years ended December
31, 2022, 2023 and 2024.
|
NAME AND
PRINCIPAL POSITION
|
YEAR
|
SALARY
(1)
|
BONUS
(2)
|
STOCK
AWARDS
(3)
|
OPTION
AWARDS
(4)
|
NON-EQUITY
INCENTIVE PLAN
COMPENSATION
(5)
|
ALL OTHER
COMPENSATION
(6)
|
TOTAL
|
|||
|
William J. Christensen
Chief Executive Officer
|
2024
|
$1,005,769
|
—
|
$3,560,725
|
$1,101,995
|
—
|
$147,647
|
$5,816,136
|
|||
|
2023
|
$907,212
|
—
|
$1,700,000
|
—
|
$2,220,000
|
$953,073
|
$5,780,285
|
||||
|
2022
|
$424,253
|
—
|
$3,274,981
|
$1,274,998
|
—
|
$34,828
|
$5,009,060
|
||||
|
Samantha L. Stoddard
EVP & Chief Financial
Officer
|
2024
|
$465,096
|
—
|
$872,257
|
$106,029
|
—
|
$13,800
|
$1,457,182
|
|||
|
2023
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||
|
2022
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||
|
Julie C. Albrecht
(Former) EVP & Chief
Financial Officer
|
2024
|
$413,461
|
—
|
$1,489,515
|
$692,991
|
—
|
$1,373,436
|
$3,969,402
|
|||
|
2023
|
$700,000
|
—
|
$1,172,485
|
$577,493
|
$1,120,000
|
$169,094
|
$3,739,072
|
||||
|
2022
|
$309,615
|
$880,000
|
$2,499,989
|
—
|
—
|
$74,544
|
$3,764,148
|
||||
|
Kevin C. Lilly
(Former) EVP, Global
Transformation
|
2024
|
$591,154
|
—
|
$978,805
|
$455,400
|
—
|
$13,800
|
$2,039,159
|
|||
|
2023
|
$575,000
|
—
|
$1,596,381
|
$303,595
|
$920,000
|
$13,200
|
$3,408,176
|
||||
|
2022
|
$613,462
|
$490,000
|
$851,473
|
$148,495
|
—
|
$12,200
|
$2,115,630
|
||||
|
James S. Hayes
EVP, General
Counsel & Corporate
Secretary
|
2024
|
$512,115
|
—
|
$851,131
|
$395,992
|
—
|
$13,800
|
$1,773,038
|
|||
|
2023
|
$457,200
|
$70,000
|
$665,162
|
$199,993
|
$600,000
|
$13,200
|
$2,005,555
|
||||
|
2022
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||
|
Daniel P. Valenti
(Former) EVP, North
America
|
2024
|
$524,615
|
$165,000
|
$908,163
|
$329,997
|
—
|
$80,305
|
$2,008,080
|
|||
|
2023
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||
|
2022
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||
(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)
As discussed above, the Company's financial results did not meet threshold level of the MIP performance goals in 2024 and the Committee determined that no
bonus payouts to our NEOs would be made under the 2024 MIP, except for Mr. Valenti who was contractually guaranteed a minimum annual bonus for 2024 of
$165,000.
(3)
Reflects the grant date fair value of RSUs and PSUs at target payout, calculated in accordance with FASB ASC Topic 718. Reflects Ms. Stoddard's RSU and
PSU grants on July 1, 2024 in connection with her promotion to her current role, and the RSU and PSU grants on September 27, 2024 to Mr. Valenti in
connection with his promotion to EVP, North America. For 2024, the calculation is described in Note 18 — Stock Compensation in our audited financial
statements for the year ended December 31, 2024, in our Annual Report on Form 10-K into which this Proxy Statement is incorporated by reference. The value
of the PSU awards granted in 2024 on the grant date at maximum payout (i.e., 150% of target) is as follows: Mr. Christensen
($3,688,094), Ms. Stoddard
($680,801), Ms. Albrecht ($1,194,772), Mr. Lilly ($785,125), Mr. Hayes ($682,705) and Mr. Valenti ($717,263).
See “Grants of Plan-Based Awards” table below.
Ms. Albrecht's 2024 equity grants were forfeited in connection with her termination from the Company. Mr. Valenti's unvested 2024 equity grants were forfeited.
(4)
Reflects the grant date fair value of stock options calculated in accordance with FASB ASC Topic 718. For 2024, the calculation is described in Note 18 —
Stock Compensation in our audited financial statements for the year ended December 31, 2024, in our Annual Report on Form 10-K into which this Proxy
Statement is incorporated by reference.
(5)
The amounts reported in this column represent amounts paid pursuant to the Company’s MIP for the applicable year.
|
44 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
(6)
For 2024, 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.
|
NAME
|
401(k) MATCH/
PENSION
(a)
|
SEVERANCE
PAYMENTS
(b)
|
OTHER
PERQUISITES
(c)
|
TAX GROSS-
UPS
(d)
|
TOTAL
|
||||||
|
William J. Christensen
|
$13,800
|
—
|
$75,021
|
$58,826
|
$147,647
|
||||||
|
Samantha L. Stoddard
|
$13,800
|
—
|
—
|
—
|
$13,800
|
||||||
|
Julie C. Albrecht
|
$13,800
|
$1,329,743
|
$8,936
|
$20,957
|
$1,373,436
|
||||||
|
Kevin C. Lilly
|
$13,800
|
—
|
—
|
—
|
$13,800
|
||||||
|
James S. Hayes
|
$13,800
|
—
|
—
|
—
|
$13,800
|
||||||
|
Daniel P. Valenti
|
$13,800
|
—
|
$50,823
|
$15,682
|
$80,305
|
||||||
(a)
Amounts listed are employer matching contributions for 2024 to the 401(k) Plan.
(b)
For Ms. Albrecht, includes $1,305,000 cash severance payment in accordance with Ms. Albrecht's Severance and Release Agreement (defined below) and
$24,743 for the value of reimbursement of health care coverage for twelve months.
(c)
For Messrs. Christensen and Valenti and Ms. Albrecht, includes moving and relocation allowance.
(d)
The tax gross-up amounts are related to the “Other Perquisites” described in this table.
SEVERANCE AGREEMENTS
On July 19, 2024, pursuant to Ms. Albrecht’s departure from her role as Executive Vice President and Chief Financial Officer of
the Company, the Company and Ms. Albrecht agreed to a Severance and Release Agreement (“Severance and Release
Agreement”). As part of the Severance and Release Agreement, Ms. Albrecht received the following severance payments and
benefits consistent with a qualifying termination under her employment agreement: (1) severance pay of $1,305,000,
representing one year’s base pay and target annual bonus, distributed in twenty-six bi-weekly installments; (2) $24,743 for
health coverage through COBRA for up to twelve months; and (3) outplacement services. In return, Ms. Albrecht agreed to a
unilateral irrevocable general release of claims in favor of the Company.
|
45 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Grants of Plan-Based Awards
The following table summarizes the awards granted to each of our NEOs during the year ended December 31, 2024.
|
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
|
||||||||||||||||
|
NSO
|
02/06/24
|
102,894
|
$18.52
|
$1,905,597
|
|||||||||||||
|
PSU
|
02/06/24
|
59,794
|
119,588
|
179,382
|
$2,458,729
|
||||||||||||
|
RSU
|
02/06/24
|
59,503
|
$1,101,996
|
||||||||||||||
|
Samantha L.
Stoddard
|
MIP
|
||||||||||||||||
|
NSO
|
02/06/24
|
9,900
|
$18.52
|
$183,348
|
|||||||||||||
|
PSU
|
02/06/24
|
7,868
|
15,735
|
23,603
|
$323,512
|
||||||||||||
|
PSU
|
07/01/24
|
5,100
|
10,200
|
15,300
|
$130,356
|
||||||||||||
|
RSU
|
02/06/24
|
15,658
|
$289,986
|
||||||||||||||
|
RSU
|
07/01/24
|
9,900
|
$128,403
|
||||||||||||||
|
Julie C.
Albrecht
|
MIP
|
||||||||||||||||
|
NSO
|
02/06/24
|
64,705
|
$18.52
|
$1,198,337
|
|||||||||||||
|
PSU
|
02/06/24
|
19,371
|
38,741
|
58,112
|
$796,515
|
||||||||||||
|
RSU
|
02/06/24
|
37,419
|
$693,000
|
||||||||||||||
|
Kevin C.
Lilly
|
MIP
|
||||||||||||||||
|
NSO
|
02/06/24
|
42,521
|
$18.52
|
$787,489
|
|||||||||||||
|
PSU
|
02/06/24
|
12,729
|
25,458
|
38,187
|
$523,416
|
||||||||||||
|
RSU
|
02/06/24
|
24,589
|
$455,388
|
||||||||||||||
|
James S.
Hayes
|
MIP
|
||||||||||||||||
|
NSO
|
02/06/24
|
36,974
|
$18.52
|
$684,758
|
|||||||||||||
|
PSU
|
02/06/24
|
11,069
|
22,137
|
33,206
|
$455,137
|
||||||||||||
|
RSU
|
02/06/24
|
21,382
|
$395,995
|
||||||||||||||
|
Daniel P.
Valenti
|
MIP
|
||||||||||||||||
|
NSO
|
02/06/24
|
30,812
|
$18.52
|
$570,638
|
|||||||||||||
|
PSU
|
02/06/24
|
9,224
|
18,448
|
27,672
|
$379,291
|
||||||||||||
|
PSU
|
09/27/24
|
3,094
|
6,188
|
9,282
|
$98,884
|
||||||||||||
|
RSU
|
02/06/24
|
17,818
|
$329,989
|
||||||||||||||
|
RSU
|
09/27/24
|
6,329
|
$99,998
|
||||||||||||||
(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 Omnibus Equity Plan.
(2)
Reflects potential payouts under the 2024 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 2024, 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. Ms. Albrecht's employment with the
Company terminated on July 19, 2024 and her PSUs were forfeited. Mr. Valenti is no longer with the Company, and his PSUs were forfeited.
(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. Ms. Albrecht's
employment with the Company terminated on July 19, 2024 and her RSUs were forfeited. Mr. Valenti is no longer with the Company, and his unvested RSUs
were forfeited.
(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).
|
46 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
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, 2024.
|
OPTION AWARDS
|
STOCK AWARDS
|
|||||||||||
|
NAME
|
GRANT
DATE
|
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
EXERCISABLE
|
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
UNEXERCISABLE
|
OPTION
EXERCISE
PRICE
|
OPTION
EXPIRATION
DATE
|
NUMBER OF
SHARES OR
UNITS OF
STOCK
THAT
HAVE NOT
VESTED
(1)
|
MARKET
VALUE OF
SHARES
OR UNITS
OF STOCK
THAT
HAVE NOT
VESTED
(2)
|
EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT HAVE
NOT
VESTED
(3)
|
EQUITY
INCENTIVE
PLAN AWARDS:
MARKET VALUE
OR PAYOUT
VALUE OF
UNEARNED
SHARES,
UNITS OR
OTHER RIGHTS
THAT HAVE NOT
VESTED
(2)
|
|||
|
William J.
Christensen
|
04/01/22
|
—
|
—
|
—
|
—
|
33,664
|
$275,708
|
—
|
—
|
|||
|
12/15/22
|
147,890
|
76,187
|
$9.89
|
12/15/32
|
—
|
—
|
—
|
—
|
||||
|
12/15/22
|
—
|
—
|
—
|
—
|
43,833
|
$358,992
|
—
|
—
|
||||
|
02/14/23
|
—
|
—
|
—
|
—
|
—
|
—
|
70,132
|
$574,381
|
||||
|
02/06/24
|
—
|
102,894
|
$18.52
|
02/06/34
|
—
|
—
|
—
|
—
|
||||
|
02/06/24
|
—
|
—
|
—
|
—
|
59,503
|
$487,330
|
—
|
—
|
||||
|
02/06/24
|
—
|
—
|
—
|
—
|
—
|
—
|
59,794
|
$489,713
|
||||
|
Samantha L.
Stoddard
|
02/14/23
|
—
|
—
|
—
|
—
|
26,751
|
$219,091
|
—
|
—
|
|||
|
09/01/23
|
—
|
—
|
—
|
—
|
3,500
|
$28,665
|
—
|
—
|
||||
|
02/06/24
|
—
|
—
|
—
|
—
|
—
|
—
|
7,868
|
$64,435
|
||||
|
02/06/24
|
—
|
—
|
—
|
—
|
15,658
|
$128,239
|
—
|
—
|
||||
|
07/01/24
|
—
|
9,900
|
$12.97
|
07/01/34
|
—
|
—
|
—
|
—
|
||||
|
07/01/24
|
—
|
—
|
—
|
—
|
9,900
|
$81,081
|
—
|
—
|
||||
|
07/01/24
|
—
|
—
|
—
|
—
|
—
|
—
|
5,100
|
$41,769
|
||||
|
Kevin C.
Lilly
|
02/25/19
|
4,501
|
—
|
$20.96
|
02/25/29
|
—
|
—
|
—
|
—
|
|||
|
02/11/20
|
7,936
|
—
|
$24.54
|
02/11/30
|
—
|
—
|
—
|
—
|
||||
|
02/23/21
|
10,240
|
—
|
$29.01
|
02/23/31
|
—
|
—
|
—
|
—
|
||||
|
02/16/22
|
8,194
|
4,222
|
$24.17
|
02/16/32
|
—
|
—
|
—
|
—
|
||||
|
02/16/22
|
—
|
—
|
—
|
—
|
9,826
|
$80,475
|
—
|
—
|
||||
|
02/16/22
|
—
|
—
|
—
|
—
|
—
|
—
|
3,170
|
$25,962
|
||||
|
02/14/23
|
13,234
|
26,871
|
$13.29
|
02/14/33
|
—
|
—
|
—
|
—
|
||||
|
02/14/23
|
—
|
—
|
—
|
—
|
73,739
|
$603,922
|
—
|
—
|
||||
|
02/14/23
|
—
|
—
|
—
|
—
|
15,306
|
$125,356
|
—
|
—
|
||||
|
02/14/23
|
—
|
—
|
—
|
—
|
—
|
—
|
12,904
|
$105,684
|
||||
|
02/06/24
|
—
|
42,521
|
$18.52
|
02/06/34
|
—
|
—
|
—
|
—
|
||||
|
02/06/24
|
—
|
—
|
—
|
—
|
24,589
|
$201,384
|
—
|
—
|
||||
|
02/06/24
|
—
|
—
|
—
|
—
|
—
|
—
|
12,729
|
$104,251
|
||||
|
47 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
|
OPTION AWARDS
|
STOCK AWARDS
|
|||||||||||
|
NAME
|
GRANT
DATE
|
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
EXERCISABLE
|
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
UNEXERCISABLE
|
OPTION
EXERCISE
PRICE
|
OPTION
EXPIRATION
DATE
|
NUMBER OF
SHARES OR
UNITS OF
STOCK
THAT
HAVE NOT
VESTED
(1)
|
MARKET
VALUE OF
SHARES
OR UNITS
OF STOCK
THAT
HAVE NOT
VESTED
(2)
|
EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT HAVE
NOT
VESTED
(3)
|
EQUITY
INCENTIVE
PLAN AWARDS:
MARKET VALUE
OR PAYOUT
VALUE OF
UNEARNED
SHARES,
UNITS OR
OTHER RIGHTS
THAT HAVE NOT
VESTED
(2)
|
|||
|
James S.
Hayes
|
02/25/19
|
5,003
|
—
|
$20.96
|
02/25/29
|
—
|
—
|
—
|
—
|
|||
|
02/11/20
|
4,206
|
—
|
$24.54
|
02/11/30
|
—
|
—
|
—
|
—
|
||||
|
02/16/22
|
—
|
—
|
—
|
—
|
2,856
|
$23,391
|
—
|
—
|
||||
|
02/14/23
|
—
|
—
|
—
|
—
|
16,751
|
$137,191
|
—
|
—
|
||||
|
02/14/23
|
—
|
—
|
—
|
—
|
10,000
|
$81,900
|
—
|
—
|
||||
|
06/01/23
|
8,882
|
18,035
|
$13.15
|
06/01/33
|
—
|
—
|
—
|
—
|
||||
|
06/01/23
|
—
|
—
|
—
|
—
|
—
|
—
|
7,605
|
$62,281
|
||||
|
02/06/24
|
—
|
36,974
|
$18.52
|
02/06/34
|
—
|
—
|
—
|
—
|
||||
|
02/06/24
|
—
|
—
|
—
|
—
|
21,382
|
$175,119
|
||||||
|
02/06/24
|
—
|
—
|
—
|
—
|
—
|
—
|
11,069
|
$90,651
|
||||
|
Daniel P.
Valenti
|
02/06/24
|
—
|
30,812
|
$18.52
|
02/06/34
|
—
|
—
|
—
|
—
|
|||
|
02/06/24
|
—
|
—
|
—
|
—
|
14,818
|
$121,359
|
—
|
—
|
||||
|
02/06/24
|
—
|
—
|
—
|
—
|
—
|
—
|
9,224
|
$75,545
|
||||
|
09/27/24
|
—
|
—
|
—
|
—
|
6,329
|
$51,835
|
—
|
—
|
||||
|
09/27/24
|
—
|
—
|
—
|
—
|
—
|
—
|
3,094
|
$25,340
|
||||
(1)
The amounts in this column represent the total number of RSUs not vested as of December 31, 2024. All RSUs granted on February 16, 2022 vested in full on
February 16, 2025.
The RSUs granted to Mr. Christensen on April 1, 2022 vest ratably on April 1, 2023, April 1, 2024, and April 1, 2025. The remaining RSUs granted to
Mr. Christensen on December 15, 2022 will vest on December 15, 2025. The RSUs granted to Mr. Christensen on February 6, 2024 vested one-third
on February 6, 2025 with the remaining shares to vest ratably on February 6, 2026 and February 6, 2027.
The remaining RSUs granted to Ms. Stoddard on February 14, 2023 will vest on February 14, 2026. The RSUs granted to Ms. Stoddard on September
1, 2023 vested one-third on September 1, 2024 with the remaining shares to vest ratably on September 1, 2025 and September 1, 2026. The RSUs
granted to Ms. Stoddard on February 6, 2024 vested one-third on February 6, 2025 with the remaining shares to vest ratably on February 6, 2026 and
February 6, 2027.
Messrs. Lilly and Hayes received two RSU grants on February 14, 2023: one grant to vest ratably on February 14, 2024, February 14, 2025, and
February 14, 2026, and another grant which vested 50% on February 14, 2025 with the remaining 50% to vest on February 14, 2026. The RSUs
granted to Messrs. Lilly and Hayes on February 6, 2024 vested one-third on February 6, 2025 with the remaining shares to vest ratably on February 6,
2026 and February 6, 2027.
The RSUs granted to Mr. Valenti on February 6, 2024 vested one-third on February 6, 2025, and the remaining shares were forfeited. The RSUs
granted to Mr. Valenti on September 27, 2024 were forfeited.
(2)
Based on the per share closing market price of our common stock on December 31, 2024 of $8.19.
(3)
The amounts in this column represent the number of PSUs, which were not vested as of December 31, 2024, for the performance periods 2022 through 2024
(for awards granted in 2022), 2023 through 2025 (for awards granted in 2023) and 2024 through 2026 (for awards granted in 2024) based on the achievement
of threshold performance.
|
48 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Option Exercises and Stock Vested
The following table lists the stock awards vested and option exercises for each of the NEOs during the year ended December
31, 2024. Mr. Valenti did not have any stock awards vest nor did he exercise any options in 2024.
|
OPTION AWARDS
|
STOCK AWARDS
|
|||||||
|
NAME
|
NUMBER OF
SHARES
ACQUIRED ON
EXERCISE
(#)
|
VALUE
REALIZED ON
EXERCISE
($)
|
NUMBER OF
SHARES
ACQUIRED ON
VESTING
(#)
(1)
|
VALUE
REALIZED ON
VESTING
($)
(2)
|
||||
|
William J. Christensen
|
75,216
|
$1,130,207
|
||||||
|
Samantha L. Stoddard
|
26,228
|
$457,682
|
||||||
|
Julie C. Albrecht
|
25,174
|
$400,175
|
66,389
|
$1,112,251
|
||||
|
Kevin C. Lilly
|
29,966
|
$566,644
|
||||||
|
James S. Hayes
|
12,646
|
$243,084
|
||||||
(1)
Represents the vesting of PSUs and RSUs.
(2)
For PSUs, calculated by multiply the number of units vested by the closing price of our common stock on the grant date, as approved by the Compensation
Committee. For RSUs, calculated by multiplying the number of units vested by the closing price of our common stock on the vest date.
Employment Agreements
The Company entered into employment agreements (the “NEO Employment Agreements”) with each of our NEOs. The NEO
Employment Agreements generally provide for indefinite employment terms that are terminable by either party as provided
therein and specify a minimum salary, target incentive compensation, as well as other benefits and perquisites. They also
contain restrictive covenants that, among other things, limit the executive’s ability to engage in competitive activity with the
Company, or to solicit customers or employees of the Company, within a specified period following the individual’s termination
of employment. The NEO Employment Agreements also provide for certain payments and benefits following certain
termination events, as described in greater detail below under the heading “Potential Payments upon Termination or Change in
Control.”
|
49 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Deferred Compensation for 2024
The following table provides information regarding contributions, earnings and balances for our NEOs under our Deferred
Compensation Plan (as defined below).
|
NAME
|
AGGREGATE
BALANCE AS
OF 12/31/23
($)
|
EXECUTIVE
CONTRIBUTIONS
IN 2024
($)
(1)
|
AGGREGATE
EARNINGS
IN 2024
($)
(2)
|
AGGREGATE
WITHDRAWALS/
DISTRIBUTIONS
IN 2024
($)
|
AGGREGATE
BALANCE AS
OF 12/31/24
($)
|
||||||
|
William J. Christensen
|
—
|
$1,207,019
|
$163,140
|
—
|
$1,370,160
|
||||||
|
Samantha L. Stoddard
|
—
|
—
|
—
|
—
|
—
|
||||||
|
Julie C. Albrecht
|
—
|
—
|
—
|
—
|
—
|
||||||
|
Kevin C. Lilly
|
—
|
—
|
—
|
—
|
—
|
||||||
|
James S. Hayes
|
—
|
—
|
—
|
—
|
—
|
||||||
|
Daniel P. Valenti
|
—
|
—
|
—
|
—
|
—
|
||||||
(1)
Executive contributions are reflected in the Salary column of the “Summary Compensation Table” as described above.
(2)
Aggregate earnings are not reflected in the “Summary Compensation Table” for 2024 and were not reflected for prior years.
DEFERRED COMPENSATION PLAN
The JELD-WEN Deferred Compensation Plan (the “Deferred Compensation Plan”), effective April 1, 2022, as amended and
restated effective January 1, 2024, is an unfunded non-qualified deferred compensation plan that permits eligible executives
and directors to defer a portion of their compensation to a future time. Eligible employees may elect to defer up to 80% of their
base salary and up to 100% of their bonus, MIP, RSUs and PSUs. Eligible directors may defer up to 100% of their director fees
or RSUs under the Deferred Compensation Plan. A participant’s contributions to the Deferred Compensation Plan are fully
vested (other than equity deferrals which remain subject to the vesting terms of the applicable equity award). Amounts
deferred under the Deferred Compensation Plan are invested in investment funds selected by the participant. Participants are
entitled to receive benefits in their accounts upon separation of service or upon a specified date, with cash deferrals payable
as a single lump sum or in up to ten annual installments, and equity deferrals payable as a single lump sum only. Although the
Company is permitted to make contributions to a participant’s account, the Company has not elected to do so.
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, 2024.
TERMINATION FOR CAUSE OR VOLUNTARY RESIGNATION WITHOUT GOOD REASON
Upon a termination by the Company for cause (as defined in the relevant agreement or as determined in accordance with the
applicable equity plan) or due to a voluntary resignation without good reason (as defined in the relevant agreement), no
severance benefits are payable to the NEO. The NEO would forfeit the right to receive an annual bonus under the MIP in the
year of termination but would be paid for any bonus earned in the prior fiscal year if such bonus had not yet been paid prior to
the date of termination.
Stock options, RSUs and PSUs are treated in accordance with the award agreements pursuant to which they were granted,
which typically provide that all unvested stock options, RSUs and PSUs are immediately forfeited, and vested stock options
remain exercisable for the 90-day period following termination (other than following a termination for cause, in which case
vested stock options are forfeited upon employment termination).
|
50 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
TERMINATION DUE TO DEATH OR DISABILITY OR RETIREMENT
Upon a termination due to death or disability, the NEO will receive salary through the date of death or disability, as well as a
bonus for the year in which the termination occurs, based on the Company’s actual performance, and prorated for the number
of calendar months during which the executive was employed prior to termination. Stock options, RSUs and PSUs are treated
in accordance with the award agreements pursuant to which they were granted, which typically provide that all unvested stock
options, RSUs and PSUs are immediately forfeited, except for such grants made between 2020 and 2023, which continue to
vest in the event of death and disability and are prorated for time actively employed for retirement. Stock options that are
vested on the date of death, disability or retirement (which, generally, for grants through 2020 is reaching age 65, for grants
between 2020 and 2023 is reaching age 55 and having at least ten years of service with the Company and for 2024 grants and
afterwards, (i) 55 years of age plus ten years of service or (ii) 66 years of age plus five years of service with the Company)
remain exercisable until the earlier to occur of (x) the expiration of the twelve-month period following the final vesting date and
(y) the stock option expiration date.
TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON
Not in Connection with a Change in Control
Under the terms of the NEO Employment Agreements, in the event that the NEO’s employment is terminated by the Company
without cause or the NEO resigns for good reason (as such terms are defined in the NEO Employment Agreement), subject to
the NEO’s execution and effectiveness of a general release of claims in our favor, the NEO will be entitled to receive: (i) an
amount equal to the sum of (x) the NEO’s then-current base salary and (y) the NEO’s target annual cash incentive bonus for
the year of termination, payable in twelve equal monthly installments following termination; (ii) a prorated annual cash incentive
bonus based on actual Company performance for the entire fiscal year in which such termination occurs, prorated for the
number of calendar months during which the executive was employed prior to termination (rounded up to the next whole
month), and paid at the time bonuses are generally paid to other executives; (iii) treatment of equity awards held by the NEO
pursuant to the terms of the applicable award agreement; (iv) if the NEO is participating in the Company’s group health plan
immediately prior to the date of termination and elects to continue coverage, reimbursement of 12 months of COBRA
premiums following termination; and (v) outplacement services not to exceed a total value of $10,000. In addition, each NEO
will be bound by two-year post-termination non-competition and non-solicitation covenants.
For stock options granted on and prior to February 2, 2017, award agreements typically provided that upon termination without
cause or resignation for good reason, the number of stock options scheduled to vest on the next vesting date following
termination will accelerate and vest on the date of termination. For stock options granted after that date, award agreements
typically provide that any stock options not yet vested on the date of termination are forfeited. Award agreements typically
provide that vested options may be exercised during a period of 90 days following the date of termination without cause or
resignation for good reason.
For all currently outstanding RSUs and for all PSUs, the award agreements typically provide that any RSUs and PSUs not yet
vested on the date of termination are forfeited.
In Connection with a Change in Control
Under the terms of the NEO Employment Agreements for Messrs. Christensen, Lilly, Hayes and Valenti and Mses. Stoddard
and Albrecht, in the event of termination of employment without cause or resignation for good reason, in either case occurring
on or after a “change in control” (as defined in the applicable NEO Employment Agreement), each of these NEOs will be
entitled to receive: (i) an amount equal to two times the sum of (x) the NEO’s then-current base salary and (y) the NEO’s
average cash incentive bonus for the three full fiscal years prior to the change in control event or the three full fiscal years prior
to the year of termination, if greater (the “CIC Severance”); (ii) a prorated annual cash incentive bonus based on the NEO’s
annual bonus target amount for that fiscal year, prorated for the number of calendar months during which the executive was
employed prior to termination (rounded up to the next whole month) (the “CIC Prorated Bonus”); (iii) accelerated vesting of all
time-based equity awards held by the NEO; (iv) full acceleration of vesting of PSUs at target amounts prorated through the
date of termination (rounded up to the next full year); (v) if the NEO is participating in the Company’s group health plan
immediately prior to the date of termination, payment of 24 months of COBRA premiums following termination; and (vi)
outplacement services not to exceed a total value of $10,000. The CIC Severance will be paid (A) if the termination occurs
within two years of the change in control, in a single lump sum within ten days following termination, and (B) if the termination
occurs more than two years following a change in control, in twelve equal monthly installments following termination. The CIC
Prorated Bonus will be payable (A) if the termination occurs within two years of the change in control, as soon as practicable
|
51 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
following termination, and (B) if the termination occurs more than two years following a change in control, at the time annual
bonuses are generally paid to other executives. In addition, each would be bound by two-year post-termination non-
competition and non-solicitation covenants.
Estimated Potential Termination Payments and Benefits
The following table provides the estimated value of the payments and benefits that our NEOs would have been provided under
the employment agreements, letter agreements, and other management agreements and policies described above that were
in effect as of December 31, 2024 in connection with certain termination scenarios, assuming in each case that such
termination had occurred on December 31, 2024 (and, if applicable, assuming that a change in control had occurred during
2024). The actual amounts that would be paid upon an NEO’s termination of employment can be determined only at the time
of such event.
|
NAME
(1)
|
WITHOUT CAUSE
OR GOOD REASON
(NOT IN CONNECTION
WITH A CHANGE IN
CONTROL)
(2)
|
DEATH OR DISABILITY
(3)
|
TERMINATION IN
CONNECTION WITH A
CHANGE IN CONTROL
(4)
|
||||
|
William J. Christensen
|
$2,291,538
|
$1,230,000
|
$7,649,961
|
||||
|
Samantha L. Stoddard
|
$850,064
|
$315,000
|
$2,315,360
|
||||
|
Julie C. Albrecht
|
—
|
—
|
—
|
||||
|
Kevin C. Lilly
|
$1,097,345
|
$476,000
|
$3,339,620
|
||||
|
James S. Hayes
|
$860,538
|
$309,000
|
$2,125,540
|
||||
|
Daniel P. Valenti
|
$913,174
|
$330,000
|
$2,050,882
|
||||
(1)
N
one of the NEOs will receive any special benefits in the event of voluntary separation without good reason or termination for cause. Under standard plan
provisions, the NEOs will continue to be eligible for benefits under the Company’s medical and dental plans until the last day of the month in which termination
occurs. The NEO would also receive pro-rata payment for bonus earned in the fiscal year prior to termination if that bonus has not been paid prior to the
termination date. Any bonus earned in the year of termination is forfeited.
(2)
Except as disclosed below, amounts in this column represent the cash and benefits to be paid to the NEO in the event of termination by the Company without
cause or resignation with good reason (each as defined in the NEO’s Employment Agreement). Except as disclosed below, for all NEOs, the severance
benefits represent (i) one year of base salary, (ii) one year’s target bonus, (iii) COBRA reimbursement for 12 months and (iv) accelerated vesting of one
additional tranche of all unvested, pre-IPO and IPO grant stock options. Each of these executives also is entitled to a prorated portion of their 2024 bonus and
outplacement services not to exceed $10,000. Ms. Albrecht exited the Company on July 19, 2024.
(3)
Amounts in this column represent the bonus for the year of termination that each NEO would have received in the event of termination by death, disability or
retirement. Ms. Albrecht exited the Company on July 19, 2024.
(4)
Amounts in this column represent the cash and benefits to be paid to the NEOs in the event of termination after a Change In Control (as defined in the NEO’s
Employment Agreement). These amounts represent for Messrs. Christensen, Hayes, Lilly and Valenti and Ms. Stoddard (i) two times the sum of (x) the NEO’s
then-current base salary and (y) the NEO’s average cash incentive bonus for the three full fiscal years prior to the change in control event (assumed paid at
target for each year for purposes of this calculation); (ii) a prorated annual cash incentive bonus paid at target; (iii) accelerated vesting of (a) all time-based
equity awards and (b) all PSUs at target amounts prorated through the date of termination; (iv) estimated payment for 24 months of COBRA premiums; and (v)
outplacement services not to exceed a total value of $10,000. Ms. Albrecht exited the Company on July 19, 2024.
|
52 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Pay Versus Performance Disclosure
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and
Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive
“compensation actually paid” and certain financial performance measures of the Company. For further information concerning
our variable pay-for-performance compensation program and how the Company aligns executive compensation with
performance, refer to the CD&A.
|
YEAR
|
SUMMARY
COMPENSATION
TABLE TOTAL
FOR FIRST CEO
($)
(1)
|
COMPENSATION
ACTUALLY PAID
TO FIRST CEO
($)
(2)
|
SUMMARY
COMPENSATION
TABLE TOTAL
FOR SECOND
CEO ($)
(1)
|
COMPENSATION
ACTUALLY
PAID TO
SECOND
CEO ($)
(2)
|
SUMMARY
COMPENSATION
TABLE TOTAL
FOR THIRD CEO
($)
(1)
|
COMPENSATION
ACTUALLY
PAID TO THIRD
CEO ($)
(2)
|
AVERAGE
SUMMARY
COMPENSATION
TABLE TOTAL
FOR OTHER
NEOS ($)
(3)
|
AVERAGE
COMPENSATION
ACTUALLY PAID
TO OTHER
NEOS
($)
(3)
|
VALUE OF
INITIAL FIXED
$100
INVESTMENT
BASED ON:
|
NET
INCOME
($ in
Millions)
|
ADJUSTED
EBITDA
(5)
($ in
Millions)
|
|||
|
TSR($)
|
PEER
GROUP
TSR($)
(4)
|
|||||||||||||
|
2024
|
$
|
($
|
—
|
—
|
—
|
—
|
$
|
($
|
$
|
$
|
($
|
$
|
||
|
2023
|
$
|
$
|
—
|
—
|
—
|
—
|
$
|
$
|
$
|
$
|
$
|
$
|
||
|
2022
|
$
|
$
|
$
|
($
|
$
|
$
|
$
|
($
|
$
|
$
|
$
|
$
|
||
|
2021
|
—
|
—
|
$
|
$
|
—
|
—
|
$
|
$
|
$
|
$
|
$
|
$
|
||
|
2020
|
—
|
—
|
$
|
$
|
—
|
—
|
$
|
$
|
$
|
$
|
$
|
$
|
||
(1)
The dollar amounts reported in these columns are the amounts of total compensation reported for
William Christensen
(First CEO), who served as our CEO in
December 2022, 2023 and 2024;
Gary Michel
(Second CEO), who served as our CEO in 2020, 2021 and 2022 until August 2022; and
Kevin Lilly
(Third CEO),
who served as our interim CEO from August 2022 until December 2022, as such amounts are shown in the “Total” column of the Summary Compensation
Table for each respective fiscal year. Refer to the CD&A in this Proxy Statement for more information, as well as the CD&A in our prior Proxy Statements for
compensation information for our former CEOs.
for the other NEOs (excluding the CEOs)), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount
of compensation earned by or paid to each of the CEOs (or, in the corresponding column, the other NEOs (excluding the CEOs)) during the applicable fiscal
year. In accordance with the requirements of Item 402(v) of Regulation S-K, and as described in the table below, the following equity award adjustments
(addition or subtraction from Summary Compensation Table total, as applicable) were made to each of the CEO’s and each of the other NEO’s (excluding the
CEOs) total compensation for each year to determine the compensation actually paid. The grant date fair value of equity awards represents the total of the
amounts reported in the “Stock Awards” and “Option Awards” columns, as applicable, in the Summary Compensation Table for the applicable fiscal year. To
calculate “compensation actually paid” for our CEOs and average of our other NEOs, the following applied: (i) measurement date equity fair values are
calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes; (ii) restricted stock units are valued based on the
closing stock price on the relevant measurement date; (iii) PSUs granted in 2020 are valued with an assumed a payout factor consisting of equally weighed
performance targets of Adjusted EBITDA and free cash flow, and PSUs granted in 2021, 2022, 2023 and 2024 are valued with an assumed payout factor
consisting of equally weighted performance targets of ROIC and TSR, consistent with the assumptions for ASC 718 purposes; and (iv) stock options are
valued using a Black-Scholes option pricing model at the relevant measurement date, using assumptions consistent with those used for the grant date fair
value purposes.
|
53 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
|
YEAR
|
EXECUTIVE(S)
|
REPORTED
SUMMARY
COMPENSATION
TABLE TOTAL
($)
|
REPORTED
VALUE OF
STOCK
AWARDS
($)
|
REPORTED
VALUE OF
OPTION
AWARDS
($)
|
YEAR-END
FAIR VALUE
OF
OUTSTANDING
AND
UNVESTED
EQUITY
AWARDS ($)
|
YEAR-OVER-
YEAR CHANGE
IN FAIR VALUE
OF
OUTSTANDING
AND
UNVESTED
EQUITY
AWARDS ($)
|
CHANGE
IN FAIR
VALUE AT
VESTING
DATE
VERSUS
PRIOR
YEAR-END
($)
|
FAIR VALUE
AT PRIOR
YEAR-END
OF EQUITY
AWARDS
THAT
FAILED TO
MEET
VESTING
CONDITIONS
($)
|
COMPENSATION
ACTUALLY PAID
($)
|
||
|
2024
|
First CEO
|
$
|
($
|
($
|
$
|
($
|
($
|
—
|
($
|
||
|
Other NEOs
|
$
|
($
|
($
|
$
|
($
|
$
|
($
|
($
|
|||
|
2023
|
First CEO
|
$
|
($
|
—
|
$
|
$
|
$
|
—
|
$
|
||
|
Other NEOs
|
$
|
($
|
($
|
$
|
$
|
$
|
—
|
$
|
|||
|
2022
|
First CEO
|
$
|
($
|
($
|
$
|
—
|
—
|
—
|
$
|
||
|
Second CEO
|
$
|
($
|
($
|
—
|
($
|
$
|
($
|
($
|
|||
|
Third CEO
|
$
|
($
|
($
|
$
|
($
|
$
|
—
|
$
|
|||
|
Other NEOs
|
$
|
($
|
($
|
$
|
($
|
($
|
($
|
($
|
|||
|
2021
|
First CEO
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||
|
Second CEO
|
$
|
($
|
($
|
$
|
($
|
$
|
—
|
$
|
|||
|
Third CEO
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||
|
Other NEOs
|
$
|
($
|
($
|
$
|
($
|
$
|
—
|
$
|
|||
|
2020
|
First CEO
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||
|
Second CEO
|
$
|
($
|
($
|
$
|
$
|
($
|
—
|
$
|
|||
|
Third CEO
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||
|
Other NEOs
|
$
|
($
|
($
|
$
|
$
|
($
|
—
|
$
|
|||
(3)
The names of each of the other NEOs (excluding the CEOs) included for purposes of calculating the average amounts in each applicable year are as follows:
(i) Messrs. Linker, Craven and Castillo and Ms. Behnia in 2020; (ii) Messrs. Linker, Guernsey, Craven and Castillo and Ms. Behnia in 2021; (iii) Messrs. Linker,
Guernsey, Craven, Castillo and Krause and Mses. Albrecht and Behnia in 2022; (iv) Messrs. Craven, Hayes, Leon and Lilly and Ms. Albrecht in 2023; and (v)
Messrs. Hayes, Lilly and Valenti and Mses. Albrecht and Stoddard in 2024, as shown in the Summary Compensation Table in the Proxy Statement for each
respective fiscal year.
(4)
For each respective fiscal year, represents the cumulative TSR of the Standard & Poor’s 1500 Building Products Index.
(5)
Represents
Adjusted EBITDA
from continuing operations for 2021, 2022, 2023 and 2024. The Company divested its Australasia business in July 2023.
Adjusted EBITDA for 2020 includes the Company’s former Australasia business. See Appendix A for a reconciliation of Net Income to Adjusted EBITDA from
continuing operations for 2021, 2022, 2023 and 2024 and Net Income to Adjusted EBITDA for 2020, the most directly comparable GAAP financial measure.
R
ELATIONSHIP BETWEEN PAY AND PERFORMANCE
As described in more detail in the CD&A, the Company’s executive compensation program reflects a variable pay-for-
performance philosophy. While the Company utilizes multiple performance measures to align executive compensation with
Company performance, all of those Company measures are not presented in the Pay Versus Performance table. Moreover,
the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s
performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-
K) for a particular year. Below are graphs showing the relationship of “compensation actually paid” to our CEOs and the
average of our other NEOs in 2020, 2021, 2022, 2023 and 2024 to (i) our TSR and our peer group TSR, (ii) net income and (iii)
Adjusted EBITDA. The Company has determined that Adjusted EBITDA is the financial performance measure that, in the
Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in
the Pay Versus Performance table) used by the Company to link compensation actually paid to the Company’s NEOs, for the
most recently completed fiscal year, to Company performance.
|
54 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
|
55 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
|
2024 COMPANY FINANCIAL PERFORMANCE MEASURES
We believe in a holistic evaluation of our NEOs and use a mix of performance
measures in our annual and long-term incentive programs designed to align
executive compensation with the Company’s performance and the interests of
our stockholders. The most important financial performance measures used by
the Company to link executive compensation actually paid to the Company’s
NEOs, for the most recently completed fiscal year, to the Company’s
performance are listed in the table to the right. Additional information on these
measures and how they feature in our compensation plans can be found in our
CD&A.
|
Most Important Performance Measures
|
|
|
|
|
56 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
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.
IDENTIFYING THE MEDIAN EMPLOYEE
We identified a new “median employee” in 2023 given the divestiture of our Australasia business using a multistep process.
First, we compiled our active, global employee population. As permitted under the
de minimis
exception, we excluded from the
population employees in the following seven jurisdictions: Hungary (173), Czech Republic (139), Mexico (91), France (361), St.
Kitts (50), Poland (18), and Norway (67). Excluding those employees, as of October 1, 2023, the Company had 17,184 full-
time and part-time employees in 15 countries worldwide, including 10,016 employees in the United States and 7,168
employees outside the United States. This total excludes independent contractors and other individuals classified as non-
employees in their respective jurisdictions based on our employment and payroll tax records.
To identify the median employee from our identified employee population, we next compiled for each employee “total cash
compensation” consisting of (i) base pay (salary or gross wages for hourly employees), annualized for any permanent
employees hired during the year and for all employees through the end of the year; (ii) bonuses and cash incentives paid; and
(iii) cash commissions and similar payments. Compensation amounts were determined from our payroll systems in each
jurisdiction. Payments not made in US dollars were converted to US dollars at the prevailing exchange rates on October 1,
2023. Our median employee was determined as the individual who earned total cash compensation at the midpoint of our
global employee population. The SEC CEO pay ratio rules allow a company to use the same median employee for comparison
purposes for up to three years unless there has been a significant change in the company's employee population or
compensation arrangements. As those factors have not significantly changed in 2024, the Company used the same median
employee for 2024.
CALCULATING THE 2024 CEO PAY RATIO
To determine the CEO to median employee pay ratio, we calculated 2024 total compensation for our median employee
consistent with the methodology used to calculate 2024 total compensation of our CEO in the “Summary Compensation Table”
and divided it into the CEO’s total compensation. Based on this calculation, for 2024, our CEO received total annual
compensation of $5,816,136 and our median employee received total annual compensation of $53,351, resulting in a CEO pay
ratio of approximately 109:1. The SEC rules for identifying the median of our employees and calculating the pay ratio allow
companies to use a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions
that reflect a company’s employee population and compensation practices. For that reason, the pay ratio reported by other
companies may not be comparable to the pay ratio reported above.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to
the Release of Material Nonpublic Information
The Committee grants LTIP Awards to eligible employees and members of our executive team on a predetermined schedule at
its meeting in February unless a hire or promotion occurs during the year. Further, RSUs are granted to our directors on the
date of the Company's annual meeting of stockholders unless an appointment occurs during the year.
We
do not grant
equity
awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our
common stock, and do not time the public release of such information based on award grant dates. The Company has not
timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
During the last completed fiscal year, we have not made awards to any NEO during the period beginning four business days
before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of
a Current Report on Form 8-K that discloses material nonpublic information.
|
57 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
P R O P O S A L 2:
ADVISORY VOTE TO APPROVE
COMPENSATION OF NEOs
The Board is requesting your advisory vote on our “say-on-pay” resolution. The
affirmative vote of a majority of the votes cast is required to approve this proposal on a
non-binding, advisory basis.
The Board is committed to excellence in corporate governance and recognizes the interest our stockholders have in our
executive compensation program. As part of that commitment, and in accordance with the Exchange Act, our stockholders are
being asked to approve a nonbinding, advisory resolution on the compensation of our NEOs, as reported in this Proxy
Statement. As described in the Compensation Discussion and Analysis, beginning on page
32
of this Proxy Statement, we
believe that our executive compensation program effectively aligns the interests of our executive officers with those of our
stockholders by tying a significant portion of their compensation to JELD-WEN’s performance and by providing a competitive
level of compensation needed to recruit, retain and motivate talented executives critical to JELD-WEN’s long-term success.
We are asking our stockholders to vote FOR, on an advisory basis, the following “say on pay” resolution:
RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed pursuant to the
compensation disclosure rules of the SEC, including in the Compensation Discussion and Analysis, the
compensation tables and narrative discussion, is hereby approved.
As an advisory vote, this proposal is not binding on the Company. However, the Compensation Committee and the Board
value the opinions expressed by the Company’s stockholders on this issue and will consider the outcome of this vote when
making future compensation decisions for the NEOs. Our next advisory vote on our “say-on-pay” resolution will take place at
the annual meeting of stockholders held in 2026.
Statement in Support
Through our ongoing stockholder engagement, we receive consistent feedback that our investors favor incentive
compensation arrangements tied to specific performance measures that drive long-term performance and value creation. In
addition, at our annual meeting of stockholders held in 2024, 96.63% of the votes cast on our say-on-pay proposal approved
the compensation we paid to our executive officers. As a result of this stockholder support of our pay-for-performance
compensation structure, among other considerations, the Committee decided not to implement any significant changes to our
compensation programs in fiscal 2024, but to continue to focus our compensation program to incorporate performance
elements directly linked to achievement of our long-term strategic goals. The alignment between our executives' compensation
and our perf
ormance is evidenced by our NEOs not receiving a payout under our MIP and our 2022 - 2024 PSUs not vesting.
|
Key features of our fiscal 2024 executive compensation program were:
•
Approximately 35% of the annual long-term target equity opportunity for our NEOs
(approximately 50% for our CEO) was delivered in the form of a performance-based
stock award with payouts based on achievement against pre-established strategic
performance metrics.
•
Metrics for our performance-based stock awards were designed to align with our key
strategic initiatives that drive long-term stockholder value.
•
Our performance-based stock awards included a relative total stockholder return
multiplier, to incentivize significant positive outperformance, thereby strengthening the
alignment of the interests of our executive officers with the interests of our long-term
stockholders.
|
|
Pay-for-Performance
|
|
100%
Annual cash incentive tied to achievement
of preset financial targets
|
|
35%
Long-term target equity awards were
performance-based stock awards tied to
strategic metrics
|
|
|
Our Board unanimously recommends that you vote “
FOR
” proposal 2 to approve, on an
advisory basis, the compensation paid to our named executive officers.
|
|
58 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
AUDIT COMMITTEE MATTERS
Independent Auditor’s Fees and Services
The following is a description of the professional services performed and the fees billed or to be billed by PwC for the fiscal
years ended December 31, 2024 and December 31, 2023.
|
(DOLLARS IN MILLIONS)
|
FISCAL YEAR ENDED
DECEMBER 31, 2024
|
FISCAL YEAR ENDED
DECEMBER 31, 2023
|
|||
|
Audit Fees
(1)
|
$6.6
|
$7.3
|
|||
|
Audit-Related Fees
|
—
|
—
|
|||
|
Tax Fees
(2)
|
—
|
$0.4
|
|||
|
All Other Fees
|
—
|
—
|
|||
|
Total
|
$6.6
|
$7.7
|
|||
(1)
Audit fees consist of fees and expenses billed or to be billed by PwC associated with the annual audit of our consolidated financial statements, the review of
our periodic reports, accounting consultations and audits of statutory filings for certain foreign subsidiaries.
(2)
Tax fees are fees and expenses billed or to be billed by PwC for domestic and international tax compliance and tax advice.
Audit Committee Pre-Approval of Audit and Non-Audit Related Services of Independent
Auditor
The Audit Committee has adopted a Policy for Pre-Approval of Independent Auditor Services (the “Pre-Approval Policy”)
outlining the scope of services that PwC may provide to the Company. The Pre-Approval Policy sets forth guidelines and
procedures the Company must follow when retaining PwC to perform audit, audit-related, tax and other services. The Pre-
Approval Policy also specifies certain non-audit services that may not be performed by PwC under any circumstances.
Pursuant to these guidelines, the Audit Committee approves fee thresholds annually for each of these categories, and services
within these thresholds are deemed pre-approved. The Audit Committee has delegated authority to the Chair of the Audit
Committee to pre-approve permitted audit and non-audit services between regularly scheduled quarterly Audit Committee
meetings, provided that such pre-approvals are presented to the Audit Committee at its next scheduled meeting. All fees
reported above were approved pursuant to the Pre-Approval Policy. The services provided by our independent auditor and
related fees are discussed with the Audit Committee, and the Pre-Approval Policy is evaluated and updated periodically by the
Audit Committee.
Report of the Audit Committee of the Board
The Audit Committee operates under a written charter adopted by the Board. The charter is available under the Governance
section on the Company’s website at investors.jeld-wen.com.
The Audit Committee is responsible for the oversight of the integrity of the Company’s consolidated financial statements, the
Company’s system of internal controls over financial reporting, financial risk management, the qualifications and independence
of the Company’s independent auditor, the performance of the Company’s internal auditors and independent auditor, and the
Company’s compliance with legal and regulatory requirements. Subject to ratification by the stockholders, the Audit Committee
has the sole authority and responsibility to select, determine the compensation of, oversee, evaluate and, when appropriate,
replace the Company’s independent auditor.
The Audit Committee serves in an oversight capacity and is not part of the Company’s managerial or operational decision-
making process. Management is responsible for the financial reporting process, including the Company’s system of internal
controls, for the preparation of consolidated financial statements in accordance with accounting principles generally accepted
in the United States and for the report on the Company’s internal control over financial reporting. The Company’s independent
auditor is responsible for auditing those financial statements and expressing an opinion as to their conformity with such
|
59 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
accounting principles and effectiveness of the Company’s internal control over financial reporting. PwC was the Company’s
independent auditor in 2024. The Audit Committee’s responsibility is to oversee the financial reporting process and to review
and discuss management’s report on the Company’s internal controls over financial reporting. The Audit Committee relies,
without independent verification, on the information provided to it and on the representations made by management, the
internal auditors and the independent auditor.
During 2024, the Audit Committee, among other things:
•
Reviewed and discussed the Company’s quarterly earnings releases, Quarterly Reports on Form 10-Q and Annual
Report on Form 10-K, including the consolidated financial statements;
•
Reviewed and discussed the Company’s policies and procedures for financial risk assessment, financial risk
management and the major financial risk exposures of the Company and its business units, as appropriate;
•
Reviewed and discussed the annual plan and the scope of work of the internal auditors for 2024 and summaries of the
significant reports to management by the internal auditors;
•
Reviewed and discussed with management the plans and progress against those plans for remediating any significant
deficiencies in internal controls;
•
Reviewed and discussed with management policies with respect to risk assessment and risk management, including the
Company's enterprise risk management program;
•
Provided input to the Compensation Committee regarding performance of key finance, internal control and risk
management personnel;
•
Reviewed and discussed with management their reports on the Company’s policies regarding applicable legal and
regulatory requirements;
•
Reviewed and approved the Audit Committee’s charter; and
•
Met regularly with the Chief Financial Officer, Chief Accounting Officer, General Counsel, Chief Compliance Officer, the
independent auditor and the internal auditors in separate executive sessions.
The Audit Committee has reviewed and discussed with management, the internal auditors and the independent auditor the
audited consolidated financial statements for the year ended December 31, 2024 and the critical accounting policies that are
set forth in the Company’s Annual Report on Form 10-K.
The Audit Committee discussed with PwC matters that independent auditors must discuss with audit committees under
generally accepted auditing standards and standards of the Public Company Accounting Oversight Board (the “PCAOB”),
including, among other things, matters related to the conduct of the audit of the Company’s consolidated financial statements
and the matters required to be discussed by Auditing Standard No. 1301 “Communications with Audit Committees,” as adopted
by the PCAOB. This review included a discussion with management and the independent auditor of the quality (not merely the
acceptability) of the Company’s accounting principles, the reasonableness of significant estimates and judgments, and the
disclosures in the Company’s consolidated financial statements, including the disclosures related to critical accounting policies.
PwC also provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the
PCAOB and represented that it is independent from the Company. The Audit Committee discussed with PwC its independence
from the Company and considered whether services it provided to the Company beyond those rendered in connection with its
audit of the Company’s annual consolidated financial statements included in its Annual Report on Form 10-K and reviews of
the Company’s interim condensed consolidated financial statements included in its Quarterly Reports on Form 10-Q were
compatible with maintaining its independence. The Audit Committee also reviewed and pre-approved, among other things, the
audit, audit-related, tax and other services performed by the independent auditor. The Audit Committee received regular
updates on the amount of fees and scope of audit, audit-related, tax and other services provided.
Based on the Audit Committee’s review and these meetings, discussions and reports discussed above, and subject to the
limitations on its role and responsibilities referred to above and in the Audit Committee charter, the Audit Committee
recommended to the Board that the Company’s audited consolidated financial statements for the year ended December 31,
2024 be included in the Company’s Annual Report on Form 10-K for filing with the SEC. The Audit Committee also selected
PwC as the Company’s independent auditor for the year ending December 31, 2025, which it believes is in the best interest of
the Company and its stockholders, and is presenting that selection to stockholders for ratification at the meeting.
Members of the Audit Committee of the Board:
Tracey I. Joubert, Chair
Antonella B. Franzen
Catherine A. Halligan
Steven E. Wynne
|
60 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
P R O P O S A L 3
:
RATIFICATION OF SELECTION OF
INDEPENDENT AUDITOR FOR 2025
The Audit Committee has selected PwC as JELD-WEN’s independent auditor for 2025.
As a matter of good corporate governance and because the Board considers the
selection of the independent auditor to be an important matter of stockholder concern,
the Board asks that stockholders ratify the selection of PwC as the Company’s
independent auditor. The affirmative vote of a majority of the votes cast is required to
approve this proposal.
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent
auditor retained to audit JELD-WEN’s financial statements and internal controls over financial reporting. The Committee
conducts a comprehensive annual evaluation of the independent auditor’s qualifications, performance and independence. The
Committee considers whether the independent auditor should be rotated and considers the advisability and potential impact of
selecting a different independent auditor. In evaluating and selecting the Company’s independent auditor, the Audit Committee
considers, among other things, historical and recent performance of the current independent audit firm, an analysis of known
significant legal or regulatory proceedings related to the firm, external data on audit quality and performance, including recent
PCAOB reports, industry experience, audit fee revenues, firm capabilities and audit approach, and the independence and
tenure of the audit firm.
The Audit Committee selected, and the Board ratified the selection of, PwC to serve as our independent auditor for 2025. PwC
has been JELD-WEN’s auditor since 2000.
In accordance with SEC rules and PwC policies, audit partners are subject to rotation requirements to limit the number of
consecutive years an individual partner may provide audit services to our company. For lead and concurring review audit
partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of the
lead audit partner under this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for
the role, as well as discussion by the full Audit Committee and with management. Due to the rotation requirements, JELD-
WEN engaged a new audit partner at PwC in 2023.
The Audit Committee and the Board believe that the continued retention of PwC as our independent auditor is in the best
interests of JELD-WEN and our stockholders, and we are asking our stockholders to ratify the selection of PwC as our
independent auditor for 2025. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the
selection of PwC to our stockholders for ratification because we value our stockholders’ views on JELD-WEN’s independent
auditor and as a matter of good corporate practice. In the event that our stockholders fail to ratify the selection, it will be
considered a recommendation to the Board and the Audit Committee to consider the selection of a different firm. Even if the
selection is ratified, the Audit Committee may in its discretion select a different independent auditor at any time during the year
if it determines that such a change would be in the best interests of JELD-WEN and our stockholders.
We expect representatives of PwC to attend the Annual Meeting and be available to answer questions. They also will have the
opportunity to make a statement if they desire to do so.
|
|
Our Board unanimously recommends that you vote “
FOR
” the ratification of PwC as the
Company’s independent auditor for 2025.
|
|
61 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
P R O P O S A L 4 :
APPROVAL OF AMENDED AND
RESTATED OMNIBUS EQUITY PLAN
The Board recommends the approval of the proposed amendment and restatement of
the Omnibus Equity Plan. The affirmative vote of a majority of the votes cast is required
to approve this proposal.
At the Annual Meeting, stockholders will be asked to approve the proposed amendment and restatement of the Omnibus
Equity Plan. Approval of the amended and restated Omnibus Equity Plan will include the approval of an increase in the number
of shares that may be issued under the plan by 2,000,000 shares (subject to adjustment for anti-dilution purposes as provided
in the plan) and certain other amendments, the material terms of which are described below. The Omnibus Equity Plan was
originally adopted by the Board on January 3, 2017 and approved by the stockholders on January 20, 2017, and most recently
amended by the Board on February 16, 2022 and approved by stockholders on April 28, 2022. References in this proposal to
the Omnibus Equity Plan mean the Omnibus Equity Plan, as proposed to be amended and restated effective April 24, 2025,
unless the context otherwise requires.
As of February 24, 2025, only 714,627 shares were available for grant under the Omnibus Equity Plan. Without approval of
additional plan shares, the Company may have insufficient shares to deliver our annual equity awards in 2026.The
Compensation Committee believes that the approval of additional shares for issuance pursuant to the Omnibus Equity Plan is
important to our continued success. Awards such as those that may be provided under the Omnibus Equity Plan are vital to
our ability to attract, retain, incentivize and motivate employees, non-employee directors and consultants whose contributions
are important to our success by offering them the opportunity to participate in our future performance while at the same time
providing an incentive to build long-term stockholder value. Approximately 61% of the shares used in our annual grants for
2024 were awarded to non-NEO employees.
If the stockholders do not approve this proposal, the additional shares will not be made available and the Omnibus Equity Plan
will continue in its current form (prior to the proposed amendment and restatement), subject to the previously authorized share
limit of 9,900,000 shares.
"Best Practices" Integrated Into the Company’s Equity Compensation Program and the
Omnibus Equity Plan
Our compensation practices and the Omnibus Equity Plan include a number of features that the Board and Compensation
Committee believe reflect responsible compensation and governance practices and promote the interests of our stockholders,
including the following:
•
Prudent Share Request; No Evergreen Provision.
No more than 2,000,000 additional shares will be authorized for
issuance under the Omnibus Equity Plan (subject to adjustment for anti-dilution purposes as provided in the plan).
The Omnibus Equity Plan does not include an evergreen feature providing for annual share pool replenishments, thus
assuring that stockholders must approve any increases in the plan share pool. We are committed to the efficient use
of equity awards and are mindful of ensuring that our equity compensation program does not overly dilute the
holdings of existing stockholders.
•
No Stock Option or Stock Appreciation Right (“SAR”) Repricing Without Stockholder Approval.
The Omnibus
Equity Plan prohibits, without stockholder approval, (i) making any adjustment (other than in connection with an
adjustment event, a corporate transaction, a change in control or other transaction where an adjustment is permitted
or required under the terms of the plan) or amendment that reduces the option price of an option or base price of a
stock appreciation right, whether through amendment, cancellation or replacement grants or other means, (ii)
canceling for cash, equity awards, shares of common stock or other consideration any option for which the option
price is greater than the then fair market value of a share or stock appreciation right for which the base price is
greater than the then fair market value of a share, or (iii) taking other action with respect to options or stock
|
62 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
appreciation rights that would be treated as a repricing under the rules of the principal stock exchange rules on which
the shares are listed.
•
Minimum Vesting Requirements.
The Omnibus Equity Plan imposes minimum vesting periods of at least one year
subject to certain additional provisions as described in the plan. Our historical practice has been to impose multi-year
award vesting periods (typically, three years).
•
Prudent Change of Control Definition.
As described in more detail below under “Summary of Omnibus Equity
Plan; Proposed Amendments” – “Change in Control,” the Omnibus Equity Plan includes a prudent change of control
definition, such as requiring a change in beneficial ownership of 50% or more of our voting stock and consummation
(rather than stockholder approval) of a merger or other transaction in order for a “change in control” to be deemed to
have occurred.
•
Conservative Share Recycling Provisions.
The Omnibus Equity Plan imposes conservative share counting and
share recycling provisions. The Omnibus Equity Plan provides that the following shares will not become available for
issuance in connection with future awards granted under the plan: (i) shares withheld from payment of an award by
the Company, or surrendered or tendered by the participant, in satisfaction of any federal, state or local income tax
and applicable employment tax withholding requirements; (ii) shares withheld from the payment of an award by the
Company or surrendered or tendered by the participant in payment of the exercise price or purchase price of an
award; (iii) shares covered by awards that are discretionarily settled in cash; (iv) shares covered by a stock
appreciation right that are not issued in connection with its settlement in shares upon exercise; and (v) shares
reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of options.
•
No Discounted Stock Options or Stock Appreciation Rights and Limit on Option and Stock Appreciation
Right Terms.
The Omnibus Equity Plan requires that stock options and stock appreciation rights have an exercise
price that is no less than 100% of the fair market value of our common stock on the date of grant. In addition, the term
of an option or SAR is limited to no more than 10 years.
•
No Grants of “Reload” Awards.
The Omnibus Equity Plan does not provide for “reload” awards (the automatic
substitution of a new award of like kind and amount upon the exercise of a previously granted award).
•
Stock Ownership Guidelines.
Our stock ownership guidelines require that our directors, executive officers and
certain other senior executives maintain minimum stock ownership and equity retention requirements, and apply to
shares acquired by such persons under the Omnibus Equity Plan.
•
Forfeiture and Recoupment Policies.
The Omnibus Equity Plan authorizes the Compensation Committee to specify
in an award agreement that a participant’s rights, payments and benefits related to an award may be subject to
reduction, cancellation, forfeiture, clawback or recoupment upon the occurrence of certain events or as required by
law, and also requires that participants be subject to the terms of the Company’s Incentive Compensation Clawback
Policy (and any other applicable clawback or forfeiture policies).
•
Independent Compensation Committee Administration.
The Omnibus Equity Plan is administered by the
Compensation Committee. All members of the Compensation Committee are non-management directors who are
“independent” under NYSE listing standards and SEC rules and regulations. In addition, we believe each
Compensation Committee member qualifies as a “non-employee director” as defined in Rule 16b-3 under the
Exchange Act.
•
No Dividends or Dividend Equivalent Rights on Unearned Awards.
Dividends and dividend equivalent rights on
awards issued under the Omnibus Equity Plan are subject to restrictions and risks of forfeiture to the same extent as
the awards with respect to which such dividends or dividend equivalent rights are payable.
•
Limits on Transferability of Awards.
The Omnibus Equity Plan does not permit awards to be transferred for value
or other consideration.
•
Limitation on Participant Awards.
The Omnibus Equity Plan provides that the aggregate number of shares that
may be issued pursuant to awards under the plan in any calendar year may not exceed 2,000,000 shares to any
eligible individual who is an employee or consultant (subject to adjustment as provided in the plan). In addition, the
Omnibus Equity Plan provides that the maximum number of shares subject to awards granted during any 12-month
period to a non-employee director, together with any cash fees paid during the 12-month period for service as a non-
employee director, may not exceed $900,000 in total value (calculating the value of awards based on the fair market
value per share on the grant date, and subject to adjustment as provided in the plan).
•
Prohibition Against Hedging and Pledging.
Our Securities Trading and Disclosure Policy prohibits hedging of our
securities by directors, executive officers and employees designated under the policy and prohibits pledging of our
securities by directors and executive officers.
|
63 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Approval of the amended and restated Omnibus Equity Plan will position us to continue and expand these "best practices."
Summary of the Omnibus Equity Plan; Proposed Amendments
The material features of the Omnibus Equity Plan and the material terms of the proposed amendments to the Omnibus Equity
Plan are summarized below. This summary is qualified in its entirety by reference to the full text of the Omnibus Equity Plan,
as proposed to be amended and restated, a copy of which is attached to this Proxy Statement as
Appendix B
. We will promptly
provide, upon request and without charge, a copy of the full text of the Omnibus Equity Plan to each person to whom a copy of
this Proxy Statement is delivered. Requests should be directed to our Corporate Secretary at 2645 Silver Crescent Drive,
Charlotte, North Carolina 28273. An electronic copy of the Omnibus Equity Plan is also available free of charge as
Appendix B
to the electronic version of this Proxy Statement on the SEC’s website at www.sec.gov. Stockholders should refer to the
Omnibus Equity Plan for more complete and detailed information about the plan.
Stockholder approval of the amended and restated Omnibus Equity Plan is required, among other things, in order to comply
with NYSE rules requiring stockholder approval of certain material amendments to equity compensation plans.
The material changes to the Omnibus Equity Plan, as proposed to be amended and restated, include:
•
An increase in the number of shares of common stock that may be issued under the Omnibus Equity Plan of
2,000,000 shares from 9,900,000 shares to 11,900,000 shares (subject to adjustment as described in the Omnibus
Equity Plan); this limit also applies to shares subject to any incentive stock options granted under the plan;
•
Minor modification of the Omnibus Equity Plan’s repricing provisions, including to clarify that any other action that
would be treated as a repricing under applicable stock exchange rules may not occur without stockholder approval;
•
Modification of the annual non-employee director award limits to provide that the maximum number of shares subject
to awards granted during any 12-month period to any non-employee director, taken together with any cash fees
during such period, may not exceed $900,000 in total value;
•
Modification of the minimum vesting provisions to clarify that no installment vesting is permitted during the one-year
minimum vesting period and that awards may be subject to a longer minimum vesting provision; and
•
Modification of the award nontransferability provisions to clarify that any transfer of an award that is permitted under
the plan must be for no consideration.
Purpose.
The purpose of the Omnibus Equity Plan is to assist the Company with attracting, retaining, incentivizing and
motivating officers, employees, consultants and non-employee directors of the Company and its subsidiaries and affiliates
(“eligible individuals”) and to promote the success of the Company’s business by providing participating individuals with a
proprietary interest in the performance of the Company. The Company believes that this incentive program will cause
participating officers, employees, consultants and non-employee directors to increase their interest in the welfare of the
Company and to align their interests with those of the stockholders of the Company.
Committee Authorization.
The Compensation Committee is authorized to grant awards and to designate the eligible
individuals who will be granted the awards, the type of award, the number of shares or value underlying such awards and the
terms and conditions of such awards. The Compensation Committee may accelerate the vesting or lapsing of restrictions of
any award in the event of death or disability and make any amendment or modification to any award agreement, in each case,
consistent with the terms of the Omnibus Equity Plan. The Compensation Committee has the powers necessary to administer
the Omnibus Equity Plan, including the authority to interpret, construe and amend any provision of the Omnibus Equity Plan
and the terms of any award granted thereunder. Subject to applicable law, the Board also from time to time may delegate to
any individual or committee of individuals the authority of the Compensation Committee to make awards to eligible individuals
who are not officers or directors of the Company (within the meaning of Section 16 of the Exchange Act). The Board may
exercise the authority of the Compensation Committee and, in such event, references to the Compensation Committee include
the Board.
As of December 31, 2024, approximately
135
employees (including our officers) and 9 non-employee directors were eligible to
participate in the Omnibus Equity Plan.
|
64 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Shares Available.
Under the Omnibus Equity Plan, shares are deemed issued only to the extent actually issued and delivered
pursuant to an award. To the extent that (i) an award expires or is otherwise canceled, terminated or forfeited without the
issuance of shares or (ii) an award will be mandatorily settled solely in cash without the delivery of shares, then the shares
covered by such awards will become available for issuance in connection with future awards granted under the Omnibus
Equity Plan. Notwithstanding anything to the contrary in the Omnibus Equity Plan, the following shares will not become
available for issuance in connection with future awards granted under the Omnibus Equity Plan (i) shares withheld from
payment of an award by the Company, or surrendered or tendered by the participant, in satisfaction of any federal, state or
local income tax and applicable employment tax withholding requirements, (ii) shares withheld from the payment of an award
by the Company, or surrendered or tendered by the participant in payment of, the exercise price or purchase price of an
award, (iii) shares covered by awards that are discretionarily settled in cash, (iv) shares covered by a stock appreciation right
that are not issued in connection with its settlement in shares upon exercise and (v) shares reacquired by the Company on the
open market or otherwise using cash proceeds from the exercise of options.
Background for Shares Authorized for Issuance Under the Omnibus Equity Plan.
If this Proposal 4 is approved, the
maximum number of shares of our common stock authorized for issuance shall not exceed 11,900,000 shares (subject to
adjustment as provided in the plan). As discussed further below, as of February 24, 2025, 714,627 shares of our common
stock remained available for grant under the Omnibus Equity Plan and
5,566,015
shares of our common stock, assuming a
maximum payout under outstanding PSU awards, were subject to outstanding awards.
In setting the number of shares of common stock available for issuance under the Omnibus Equity Plan, the Board and
Compensation Committee considered a number of factors, some of which are discussed further below, including:
•
Shares available under the Omnibus Equity Plan and total outstanding equity-based awards and how long
the shares available are expected to last;
•
Historical equity award granting practices, including our three-year average share usage rate (commonly
referred to as “run rate”); and
•
Potential dilution and overhang.
Individual Limits.
The aggregate number of shares that may be issued pursuant to awards granted under the Omnibus Equity
Plan in any calendar year may not exceed 2,000,000 shares in the case of an eligible individual who is an employee or
consultant (subject to adjustment as provided in the Omnibus Equity Plan). With respect to non-employee directors, in any
calendar year, the maximum number of shares subject to awards granted during any 12-month period to any non-employee
director, taken together with any cash fees paid during such 12-month period to such non-employee director in respect of
service as a member of the Board, shall not exceed $900,000 in total value (calculating the value of any such awards based
on the fair market value per share on the grant date of such an award, and subject to adjustment as provided in the Omnibus
Equity Plan).
Awards.
Under the Omnibus Equity Plan, the Compensation Committee may grant stock options (both non-qualified and
“incentive stock options” within the meaning of Section 422 of the Code), restricted stock, RSUs, stock appreciation rights,
performance awards (including PSUs), dividend equivalent rights or share awards with respect to shares of the Company.
Each award agreement will contain such restrictions, terms and conditions as the Compensation Committee may, in its
discretion, determine, including the effect of a termination of employment.
Vesting.
Under the Omnibus Equity Plan, the Compensation Committee will determine and set forth in the applicable award
agreement the time or times at which, and/or the conditions required for, an award to vest, become exercisable or have
restrictions lapse; provided that no award shall vest, become exercisable or have restrictions lapse earlier than the first
anniversary of the grant date; provided further, that awards may be subject to longer minimum vesting periods to the extent
provided in the Omnibus Equity Plan or an award agreement. In addition, up to a maximum of five percent (5%) of the
maximum aggregate number of shares that may be issued under the Omnibus Equity Plan may be issued pursuant to awards
granted under the Omnibus Equity Plan without regard for any limitations or other requirements for vesting or transferability
under the Omnibus Equity Plan.
|
65 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Stock Options.
The option price will be determined by the Compensation Committee and set forth in the award agreement.
The exercise price per share under each option will not be less than the greater of par value per share or 100% of the fair
market value of a share on the date the option is granted (110% in the case of an incentive stock option granted to a ten-
percent stockholder). An incentive stock option will not be exercisable after the expiration of ten (10) years from the date it is
granted (five (5) years in the case of an incentive stock option granted to a ten-percent stockholder) and a non-qualified stock
option will not be exercisable after the expiration of ten (10) years from the date it is granted. All of the shares under the
Omnibus Equity Plan may be issued as incentive stock options.
Stock Appreciation Rights.
The Compensation Committee will determine and set forth in the applicable award agreement the
time or times at which a stock appreciation right will become vested and exercisable but in no event will any stock appreciation
right have a term of greater than ten (10) years. Upon exercise of a stock appreciation right, the participant will be entitled to
receive an amount determined by multiplying (i) the excess of the fair market value of a share on the last business day
preceding the date of exercise of such stock appreciation right over the fair market value of a share on the date the stock
appreciation right was granted by (ii) the number of shares as to which the stock appreciation right is being exercised.
Payment may be made in the discretion of the Compensation Committee in whole shares having an aggregate fair market
value equal to the stock appreciation right payment amount, in cash or in a combination of cash and shares.
Dividend Equivalent Rights.
The Compensation Committee may grant dividend equivalent rights, either in tandem with an
award or as a separate award, to eligible individuals in accordance with the Omnibus Equity Plan. Amounts payable in respect
of dividend equivalent rights will be deferred until the vesting or lapsing of restrictions on such rights or until the vesting,
payment, settlement or lapse of restrictions on the award to which the dividend equivalent rights relate and will in any event be
subject to the same restrictions and risks of forfeiture as the awards to which they relate.
Share Awards.
Awards of shares may be made as additional compensation for services rendered by the eligible individual or
may be in lieu of cash or other compensation to which the eligible individual is entitled from the Company.
Restricted Stock.
Each award agreement will specify the number of shares of restricted stock to which it relates, the
conditions which must be satisfied in order for the restrictions on transferability to lapse and the circumstances under which the
award will be forfeited. The vesting period for restricted stock will be not less than three years, provided that it may be shorter
(but not less than one year, with no installment vesting during such first year) if vesting of the restricted stock is conditioned
upon the attainment of pre-established performance objectives or other corporate or individual performance goals.
Restricted Stock Units.
Each RSU represents the right of the participant to receive one share, together with such dividends
as may have accrued with respect to such share from the time of the grant of the award until the time of vesting, provided that
the Compensation Committee may determine that a RSU will be settled in cash or a combination of cash and shares. No
RSUs may vest more quickly than one-third annually over three years; provided that the vesting period may be shorter (but not
less than one year, with no installment vesting during such first year) if vesting of the RSU is conditioned upon the attainment
of pre-established performance objectives or other corporate or individual performance goals.
Performance Share Units.
PSUs are denominated in shares and each award agreement will specify the number of PSUs to
which the award relates and the performance objectives and other conditions which must be satisfied in order for the PSUs to
vest. Payments may be made entirely in shares valued at their fair market value, entirely in cash or in such combination of
shares and cash as the Compensation Committee in its discretion will determine at any time prior to such payment.
Performance-Based Restricted Stock.
Each award agreement will specify the number of shares of performance-based
restricted stock to which it relates and the performance objectives and other conditions which must be satisfied in order for the
performance-based restricted stock to vest. A performance cycle for a performance-based restricted stock award may not be
less than one year (with no installment vesting during such first year).
Change in Control.
Generally, the award agreement will provide any specific terms applicable to that award in the event of a
Change in Control of the Company (as defined below). Unless otherwise set forth in an award agreement, for purposes of the
Omnibus Equity Plan, “Change in Control” generally means the occurrence of any of the following events with respect to the
Company: (i) any person (other than directly from the Company) first acquires securities of the Company representing fifty
percent or more of the combined voting power of the Company’s then outstanding voting securities, other than an acquisition
by certain employee benefit plans, the Company or a related entity, or any person in connection with a non-control transaction;
(ii) a majority of the members of the board of directors is replaced by directors whose appointment or election is not endorsed
by a majority of the members of the board of directors serving immediately prior to such appointment or election; (iii) any
merger, consolidation or reorganization, other than in a non-control transaction; (iv) a complete liquidation or dissolution or (v)
|
66 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
sale or disposition of all or substantially all of the assets. A “non-control transaction” generally includes any transaction in which
(i) stockholders immediately before such transaction continue to own at least a majority of the combined voting power of such
resulting entity following the transaction; (ii) a majority of the members of the board of directors immediately before such
transaction continue to constitute at least a majority of the board of the surviving entity following such transaction or (iii) with
certain exceptions, no person other than any person who had beneficial ownership of more than fifty percent of the combined
voting power of the Company’s then outstanding voting securities immediately prior to such transaction has beneficial
ownership of more than fifty percent of the combined voting power of the surviving entity’s outstanding voting securities
immediately after such transaction.
Adjustments for Corporate Transactions.
Unless otherwise provided in an award agreement, in connection with a merger,
consolidation, reorganization, recapitalization or other similar change in the capital stock of the Company, a liquidation or
dissolution of the Company or the sale by the Company of a subsidiary or business unit (each a “Corporate Transaction”),
awards shall either: (i) continue following such Corporate Transaction, which may include, in the discretion of the
Compensation Committee or the parties to the Corporate Transaction, the assumption, continuation or substitution of the
awards, in each case with appropriate adjustments to the number, kind of shares, and exercise prices of the awards; or (ii)
terminate.
The Omnibus Equity Plan also includes provisions that require or permit the Compensation Committee to make certain
adjustments to (i) the maximum number and kind of shares of stock or other securities or other equity interests as to which
awards may be granted under the Omnibus Equity Plan, (ii) the maximum number and class of shares or other stock or
securities that may be issued upon exercise of incentive stock options, (iii) the number and kind of shares or other securities
covered by any or all outstanding awards that have been granted under the Omnibus Equity Plan, (iv) the option price of
outstanding options and the base price of outstanding stock appreciation rights, and (v) the performance objectives applicable
to outstanding performance awards in the event that: (a) the outstanding shares are changed into or exchanged for a different
number or kind of shares or other stock or securities or other equity interests of the Company or another corporation or entity,
whether through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse
stock split, substitution or other similar corporate event or transaction or (b) there is an extraordinary dividend or distribution by
the Company in respect of its shares or other capital stock or securities convertible into capital stock in cash, securities or
other property. The Omnibus Equity Plan also provides that the Compensation Committee may provide that performance
objectives related to performance awards may be subject to adjustment under certain circumstances, as described in the plan.
No Transfers.
Except for transfers by will or laws of descent or distribution and by beneficiary designation, no award may be
(i) sold, transferred or otherwise disposed of, (ii) pledged or otherwise hypothecated or (iii) subject to attachment, execution or
levy of any kind; and any purported transfer, pledge, hypothecation, attachment, execution or levy; provided further that any
transfer of an award that is permitted under the plan must be for no consideration.
Term; Amendment and Termination.
The Omnibus Equity Plan will terminate on January 20, 2027 and no award may be
granted under the plan after that date. The Board, however, may earlier terminate the Omnibus Equity Plan and the Board may
at any time and from time to time amend, modify or suspend the Omnibus Equity Plan, subject, if required, to stockholder
approval or participant consent.
Certain United States Federal Income Tax Consequences.
The following is a brief description of the principal United States
federal (and not foreign, state, or local) income tax consequences related to awards granted under the Omnibus Equity Plan
as of the date of this Proxy Statement. The summary is general in nature and is not intended to cover all tax consequences
that may apply to a particular employee, consultant or non-employee director or to the Company. The provisions of the Code
and related regulations concerning these matters are complicated and their impact in any one case may depend upon the
particular circumstances. Tax laws are subject to change.
Non-Qualified Options.
Generally, a grantee will not be subject to tax at the time a non-qualified option is granted, and no tax
deduction is then available to the Company. Upon the exercise of a non-qualified option, an amount equal to the excess of the
fair market value of the shares acquired on the date of exercise over the exercise price paid will be included in the grantee’s
ordinary income and the Company will generally be entitled to deduct the same amount. Upon disposition of shares acquired
upon exercise, appreciation or depreciation after the date of exercise will be treated by the grantee or transferee of the non-
qualified option as either capital gain or capital loss and, depending upon the length of period following exercise, either short
term or long term.
|
67 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
If the grantee pays the exercise price, in whole or in part, with previously acquired shares, the exchange will not affect the tax
treatment of the exercise. No gain or loss is recognized on delivery of the previously acquired shares to the Company, and
shares received by the grantee equal in number to the previously acquired shares so exchanged will have the same basis and
holding period for capital gain purposes as the previously acquired shares. Shares received by the grantee in excess of the
number of previously acquired shares will have a basis equal to the fair market value of such additional shares as of the date
ordinary income equal to such fair market value is realized, and a holding period beginning as of such date.
Incentive Stock Options.
A grantee will not be subject to tax at the time an incentive stock option is granted or exercised, and
no tax deduction is available to the Company; however, the grantee may be subject to the alternative minimum tax on the
excess of the fair market value of the shares received upon exercise of the incentive stock option over the exercise price paid.
Upon disposition of the shares acquired upon exercise of an incentive stock option, capital gain or capital loss will generally be
recognized in an amount equal to the difference between the sale price and the exercise price, as long as the grantee has not
disposed of the shares within two years of the date of grant of the option or within one year from the date of exercise and has
been employed by the Company at all times from the grant date until the date three months before the date of exercise (one
year in the case of permanent disability or death). If the grantee disposes of the shares acquired upon exercise of an incentive
stock option without satisfying the holding period requirements (a disqualifying disposition), the grantee will recognize ordinary
income at the time of the disqualifying disposition to the extent of the excess of the amount realized on such disqualifying
disposition over the exercise price paid or, if less, the fair market value of the shares on the date the incentive stock option is
exercised (if less). Any remaining gain or loss is treated as a capital gain or capital loss.
If the grantee pays the exercise price, in whole or in part, with previously acquired shares, the exchange will not affect the tax
treatment of the exercise. Upon such exchange, and except for disqualifying dispositions, no gain or loss is recognized upon
the delivery of the previously acquired shares to the Company, and the shares received by the grantee equal in number to the
previously acquired shares exchanged therefor will have the same basis and holding period for capital gain or capital loss
purposes as the previously acquired shares. Shares received by the grantee in excess of the number of previously acquired
shares will have a basis of zero and a holding period which commences as of the date the shares are issued to the grantee
upon exercise of the incentive stock option. If such an exercise is effected using shares previously acquired through the
exercise of an incentive stock option, the exchange of the previously acquired shares will be considered a disposition of such
shares for the purpose of determining whether a disqualifying disposition has occurred.
Pursuant to the Code and the terms of the Omnibus Equity Plan, in no event can there first become exercisable by a grantee
in any one calendar year incentive stock options granted by the Company with respect to shares having an aggregate fair
market value (determined at the time an option is granted) greater than $100,000. To the extent an incentive option granted
under the Omnibus Equity Plan exceeds this limitation, it will be treated as a non-qualified option.
The Company is not entitled to a tax deduction upon either the exercise of an incentive stock option or upon disposition of the
shares acquired pursuant to such exercise, except to the extent that the grantee recognized ordinary income in a disqualifying
disposition.
Restricted Stock; Performance-Based Restricted Stock.
A grantee receiving restricted stock will not recognize ordinary income
for tax purposes until the restrictions lapse, unless the individual elects otherwise, as described below. Rather, the grantee will
have taxable ordinary income upon lapse of the restrictions equal to the fair market value of the shares at the time the
restrictions lapse and the Company will generally have a tax deduction in the same amount. Proceeds from the sale of stock
sold after the restrictions lapse will be taxable as a capital gain or capital loss, depending upon the amount by which the sale
price exceeds or is less than the fair market value of the stock at the time the restrictions lapse.
Alternatively, a grantee who receives restricted stock can elect to recognize ordinary income immediately upon grant, in which
case the grantee’s taxable ordinary income and the Company’s tax deduction are generally determined at the time of grant, as
explained in the first paragraph of this section. However, if the grantee subsequently forfeits the stock, the grantee will not be
able to recover the tax paid or take any tax deduction in respect of the tax previously paid.
Restricted Stock Units; Performance Share Units; Share Awards; Dividend Equivalents.
A grantee receiving RSUs, PSUs,
share awards and dividend equivalent awards will not recognize ordinary income for tax purposes until the settlement of such
awards in cash and shares. At settlement, the grantee will have taxable ordinary income equal to the fair market value of the
shares and/or the amount of cash received and the Company will generally have a tax deduction in the same amount.
|
68 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Limits on Company’s Deductions and Additional Grantee Taxes.
Section 162(m) of the Code (“Section 162(m)”) generally
places a $1 million annual limit on a company’s tax deduction for compensation paid to a “covered employee.” A “covered
employee” is an employee who, for the company’s taxable year in which the deduction would otherwise be claimed, (i) was the
Company’s chief executive officer or chief financial officer at any time during the year, (ii) was one of the other three highest
paid officers named in the Company’s proxy statement except the chief executive officer and the chief financial officer or (iii)
was a “covered employee” for any preceding tax year of the Company beginning after December 31, 2016.
If awards vest or are paid on an accelerated basis upon a Change in Control or a subsequent termination of employment,
some or all of the value of that acceleration may be considered an “excess parachute payment” under Section 280G of the
Code. This would result in the imposition of a 20% federal excise tax on the recipients of the excess parachute payments and
a loss of the Company’s deduction for the excess parachute payments.
Some awards under the Omnibus Equity Plan may be considered to be deferred compensation subject to Section 409A of the
Code and related regulations and other guidance. Code Section 409A imposes certain requirements on compensation that is
deemed under Code Section 409A to involve deferred compensation. If Section 409A of the Code applies to an award, and the
Omnibus Equity Plan and award do not, when considered together, satisfy the requirements of Section 409A of the Code
during a taxable year, the grantee will recognize taxable ordinary income in the year of non-compliance in the amount of all
amounts subject to Section 409A of the Code to the extent that the award is not subject to a substantial risk of forfeiture or if
the award is subject to a substantial risk of forfeiture, in the year the substantial risk of forfeiture lapses. The grantee will be
subject to an additional tax of 20% on all amounts includable in ordinary income and may also be subject to interest charges
under Section 409A of the Code. The Company does not undertake to have any responsibility to take, or to refrain from taking,
any actions in order to achieve a certain tax result for any grantee.
Tax Withholding.
The Company may withhold from any payment of cash or shares to a grantee or other person an amount
sufficient to cover any withholding taxes which may be required with respect to such payment or take any other action it deems
necessary to satisfy any income or other tax withholding requirements as a result of the grant, exercise, vesting or settlement
of any award under the Omnibus Equity Plan. The Company has the right to require the payment of any such taxes or to
withhold from wages or other amounts otherwise payable to the grantee. Alternatively, the Compensation Committee may in
its sole discretion, permit a grantee, in satisfaction of his or her obligation to pay withholding taxes in connection with the
exercise, vesting or other settlement of an award, to elect to (i) make a cash payment to the Company, (ii) have withheld a
portion of the shares then issuable to him or her or (iii) deliver shares owned by the grantee prior to the exercise, vesting or
other settlement of an award, in each case having an aggregate fair market value equal to the minimum tax withholding
required by law (or such other amount as will not have any adverse accounting impact as determined by the Compensation
Committee).
Additional Information Regarding Equity Awards.
Shares Available and Outstanding Equity Awards.
While the use of long-term incentives in the form of equity awards is an
important part of our compensation program, we are mindful of our responsibility to our stockholders to exercise judgment in
the granting of equity awards. In setting the number of shares available for issuance under the Omnibus Equity Plan, the
Board and Compensation Committee considered the number of shares available under the Omnibus Equity Plan, total
outstanding equity awards and how long the shares available are expected to last. Based on historical and anticipated granting
practices we expect the additional shares to last through the Company's next annual equity grant cycle. To facilitate the
approval of this Proposal 4, set forth below is certain information about shares of our common stock that may be issued under
the Omnibus Equity Plan as of February 24, 2025.
As of February 24, 2025, we had 85,365,636 shares of common stock issued and outstanding. The market value of one share
of our common stock on February 24, 2025, as determined based on the closing price as reported on the NYSE, was $5.80.
As described in more detail in the table below, under the Omnibus Equity Plan (and without giving effect to approval of this
Proposal 4) as of February 24, 2025:
•
714,627 shares remained available for issuance under the Omnibus Equity Plan; and
•
1,308,290 shares were subject to outstanding stock options and 4,257,725 shares were subject to outstanding full
value awards such as RSUs and PSUs, assuming a maximum payout for PSUs, under the Omnibus Equity Plan.
|
69 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
The following table provides additional information regarding outstanding equity awards and shares available for future awards
under the Omnibus Equity Plan and its predecessor plan, the 2011 Stock Incentive Plan,
as of February 24, 2025
.
|
NAME OF
INCENTIVE PLAN
|
TOTAL SHARES
UNDERLYING
OUTSTANDING
OPTION
AWARDS
(#)
|
WEIGHTED
AVERAGE
EXERCISE
PRICE OF
OUTSTANDING
OPTION
AWARDS
($)
|
WEIGHTED
AVERAGE
REMAINING
CONTRACTUAL
LIFE OF
OUTSTANDING
OPTION
AWARDS
(YEARS)
|
TOTAL SHARES
UNDERLYING
OUTSTANDING
UNVESTED,
TIME-BASED
RESTRICTED
STOCK UNITS
(#)
|
TOTAL SHARES
UNDERLYING
OUTSTANDING
UNVESTED,
PERFORMANCE
-BASED
PERFORMANCE
SHARE UNITS
(#)
(1)
|
TOTAL
SHARES
CURRENTLY
AVAILABLE
FOR GRANT
(#)
|
|||||||
|
2017 Omnibus
Equity Plan
|
1,308,290
|
10.01
|
4.30
|
2,565,443
|
1,692,282
|
714,627
|
|||||||
|
2011 Stock
Incentive Plan
(2)
|
63,119
|
21.08
|
0.94
|
—
|
—
|
—
|
|||||||
(1)
Represents the maximum number of shares that the participants may earn under the associated PSU award agreements.
(2)
In connection with the Company's initial public offering, the 2011 Stock Incentive Plan was frozen and equity awards are no longer made under the plan.
Burn Rate.
Our annual burn rate for fiscal year 2024 was 2.44%. Burn rate provides a measure of the potential dilutive impact
of our annual equity award program and is defined as the number of shares granted under the Company’s equity plan during
the year divided by the basic weighted average shares outstanding. The Company’s three-year average burn rate was 2.66%.
Overhang.
The Board recognizes the impact of dilution on our stockholders and has evaluated the share request carefully in
the context of the need to motivate and retain our leadership team and other employees and non-employee directors and to
ensure that they are focused on our strategic priorities. Our total fully-diluted overhang as of February 24, 2025 was
4.57
%
assuming that the 2,000,000 shares proposed to be authorized for grant under the Omnibus Equity Plan are included in the
calculation. In this context, fully-diluted overhang is calculated as the sum of grants outstanding and shares available for future
awards (numerator) divided by the sum of the numerator and basic common shares outstanding, with all data effective as of
February 24, 2025. The Board believes that this number of shares of common stock represents a reasonable amount of
potential equity dilution, which will allow us to continue awarding the equity awards that are vital to our equity compensation
program.
Total Dilution.
Total dilution under the Omnibus Equity Plan, as a percentage of common stock outstanding as of February 24,
2025, is
8.90%
.
New Plan Benefits.
Any award granted will be in the discretion of the Compensation Committee in accordance with the terms
of the Omnibus Equity Plan.
|
70 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
The table below presents the total number of awards previously granted under the Omnibus Equity Plan as of February 24,
2025, excluding the impact of subsequent forfeitures or surrenders.
|
OMNIBUS EQUITY PLAN
(1)
|
|||||
|
2024 NEOS AND CURRENT POSITIONS
|
OPTIONS
|
RESTRICTED
STOCK UNITS
|
PERFORMANCE
SHARE UNITS
|
||
|
William J. Christensen –
Chief Executive Officer
|
252,383
|
439,975
|
551,412
|
||
|
Samantha L. Stoddard –
Executive Vice President and Chief Financial Officer
|
79,282
|
145,106
|
67,225
|
||
|
Julie C. Albrecht –
(Former) Executive Vice President and Chief Financial Officer
|
140,992
|
238,600
|
87,833
|
||
|
Kevin C. Lilly –
(Former) Executive Vice President, Global Transformation
|
117,719
|
145,595
|
73,226
|
||
|
James S. Hayes –
Executive Vice President, General Counsel & Corporate Secretary
|
131,686
|
124,574
|
79,974
|
||
|
Daniel P. Valenti –
(Former) Executive Vice President, North America
|
30,812
|
24,147
|
24,636
|
||
|
Current Executive Group
|
706,938
|
843,888
|
879,902
|
||
|
Current Non-Executive Director Group
|
—
|
259,112
|
—
|
||
|
All Employee Group (including current non-executive officers)
|
4,213,897
|
9,089,932
|
2,521,548
|
||
|
71 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
Equity Compensation Plan Information
The following table sets forth information with respect to shares of our common stock that may be issued under our existing
equity compensation plans, as of December 31, 2024:
|
(a)
|
(b)
|
(c)
|
|||||
|
PLAN CATEGORY
|
NUMBER OF SECURITIES
TO BE ISSUED UPON
EXERCISE OF
OUTSTANDING OPTIONS,
WARRANTS, AND RIGHTS
|
WEIGHTED AVERAGE
EXERCISE PRICE OF
OUTSTANDING
OPTIONS, WARRANTS,
AND RIGHTS
(1)
|
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
FUTURE ISSUANCE UNDER
EQUITY COMPENSATION
PLANS (EXCLUDING
SECURITIES REFLECTED
IN COLUMN (A))
|
||||
|
Equity compensation plans approved by
security holders
|
3,622,222
(2)
|
$20.94
|
2,863,602
(3)
|
||||
|
Equity compensation plans not approved
by security holders
|
—
|
—
|
—
|
||||
|
Total
|
$
3,622,222
|
$20.94
|
$
2,863,602
|
||||
(1)
Excludes RSUs and PSUs, which have no exercise price.
(2)
Consists of shares underlying 1,296,666 stock options, 1,790,096 RSUs, and 535,460 PSUs outstanding under the 2011 Stock Incentive Plan and Omnibus
Equity Plan.
(3)
Number of securities remaining for future issuances includes only shares available under the Omnibus Equity Plan.
|
|
Our Board unanimously recommends a vote “
FOR
” the approval of the amendment and
restatement of the Omnibus Equity Plan.
|
|
72 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
INFORMATION ABOUT THE
ANNUAL MEETING AND VOTING
Questions and Answers About the Annual Meeting
|
Why am I receiving these materials?
|
You are receiving these materials because, at the close of business on February 24, 2025 (the “Record Date”), you owned
shares of the Company’s common stock, $0.01 par value per share. All stockholders of record on the Record Date are entitled
to virtually attend and vote at the Annual Meeting. Each share of our common stock is entitled to vote at the Annual Meeting.
As of the Record Date, we had 85,365,636 shares of common stock outstanding. With respect to all matters submitted for vote
at the Annual Meeting, each share of common stock is entitled to one vote.
|
What is a proxy?
|
A “proxy” is your legal designation of another person to vote the stock you own in the manner you direct. That other person is
called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy
card. All shares represented by valid proxies received and not revoked before the Annual Meeting will be voted at the Annual
Meeting in accordance with the stockholder’s specific voting instructions.
The Board is soliciting proxies for use at the Annual Meeting and has designated James Hayes and Willie White to serve as
proxies for the Annual Meeting, or any postponements or adjournments of the meeting. We have retained Innisfree M&A
Incorporated for a fee of $15,000, plus reasonable out-of-pocket expenses, to help us solicit proxies from brokers, bank
nominees and other institutional owners.
|
Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials
instead of a full set of proxy materials?
|
The SEC rules allow companies to choose the method for delivery of proxy materials to stockholders. The Company has
elected to mail a Notice of Internet Availability of Proxy Materials, rather than send a full set of these materials in the mail. The
Notice of Internet Availability of Proxy Materials were sent to stockholders beginning on or about March 13, 2025, and the
proxy materials were posted in the Financials section of the Company’s website,
investors.jeld-wen.com
, and on the website
referenced in the Notice of Internet Availability of Proxy Materials on or around the same day.
Utilizing this method of proxy delivery expedites receipt of proxy materials by the Company’s stockholders and lowers the
Company’s costs. All stockholders will have the ability to access, and receive instructions on how to access, the proxy
materials over the Internet or request a printed set of the proxy materials, if desired. The Notice of Internet Availability of Proxy
Materials also provides instructions on how to vote using the Internet. In addition, stockholders may request to receive proxy
materials in printed form by mail or electronically by email on an ongoing basis.
|
73 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
|
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
|
Stockholders of Record
. If your shares are registered in your name with our transfer agent, Equiniti Trust Company, LLC, you
are a stockholder of record with respect to those shares and the Notice of Internet Availability of Proxy Materials or the proxy
materials were sent directly to you by Broadridge Financial Solutions, Inc. (“Broadridge”).
Beneficial Owners.
If you hold your shares in an account at a bank or broker, then you are the beneficial owner of shares held
in “street name.” The Notice of Internet Availability of Proxy Materials or proxy materials were forwarded to you by your bank or
broker, who is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you
have the right to direct your bank or broker on how to vote the shares held in your account.
|
How can I access the proxy materials for the Annual Meeting?
|
Stockholders may access the proxy materials, which include the Notice of Annual Meeting of Stockholders, Proxy Statement
(including a form of proxy card) and 2024 Annual Report on the Internet at
www.proxyvote.com
. You can also request a paper
copy of the proxy materials be mailed to you free of charge via the Internet (at
www.proxyvote.com
), by telephone (toll-free at
800-579-1639) or by sending an email to
sendmaterial@proxyvote.com
and referencing the 16-digit number on the Notice of
Internet Availability of Proxy Materials that you received. Instead of receiving future copies of our proxy materials by mail, you
can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials
online will save the cost of producing and mailing documents to your home or business, will give you an electronic link to the
proxy voting site and will help preserve environmental resources.
Stockholders of Record
. You may elect to receive future proxy materials electronically at
www.proxyvote.com.
Beneficial Owners
. If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive the
proxy materials electronically. Please check the information provided in the proxy materials you receive from your bank or
broker regarding the availability of this service.
|
74 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
|
What matters am I voting on, how may I vote on each matter, and how does the Board recommend
that I vote on each matter?
|
The below table sets forth each of the matters you are being asked to vote on, the standard for determining the outcome of the
vote, how you may vote on each proposal and how the Board recommends that you vote on each proposal. Virtual attendance
at our Annual Meeting constitutes presence in person for purposes of the vote required under our Bylaws.
|
MATTER TO BE VOTED UPON
|
HOW MAY I VOTE?
|
HOW DOES THE BOARD
RECOMMEND THAT I VOTE?
|
|
1.
The election of ten director nominees
identified in this Proxy Statement as
described in Proposal One.
Each director must be elected by a
plurality
of the votes cast. A plurality
means that the nominees with the largest
number of votes “FOR” are elected as
directors up to the maximum number of
directors to be elected at the Annual
Meeting.
|
You may (i) vote
FOR
the election of all
director nominees named herein; (ii)
WITHHOLD
authority to vote for all such
director nominees; or (iii) vote FOR the
election of some director nominees and
WITHHOLD
authority to vote for specific
director nominees by so indicating in the
space provided on the proxy. If you
WITHHOLD
your vote, your shares will not
be considered to have been voted and will
have no effect on the vote on this matter.
|
The Board recommends that you vote
FOR
all ten director nominees.
|
|
2.
The approval, on a nonbinding, advisory
basis, of the compensation of our named
executive officers.
The affirmative vote of a
majority
of the
votes cast affirmatively or negatively is
required to approve this advisory proposal,
meaning that only votes cast “FOR” or
“AGAINST” the proposal will be counted in
determining the outcome.
|
You may vote
FOR
or
AGAINST
the
advisory vote on the compensation of our
named executive officers, or you may
indicate that you wish to
ABSTAIN
from
voting on the matter. An abstention will have
no effect on the vote on this matter.
|
The Board recommends that you vote
FOR
the approval, on an advisory basis, of the
Company’s executive compensation.
|
|
3.
The ratification of PwC as the Company’s
independent auditor for 2025.
The affirmative vote of a
majority
of the
votes cast affirmatively or negatively is
required to approve this proposal, meaning
that only votes cast “FOR” or “AGAINST” the
proposal will be counted in determining the
outcome.
|
You may vote
FOR
or
AGAINST
the
ratification of PwC, or you may indicate that
you wish to
ABSTAIN
from voting on the
matter. An abstention will have no effect on
the vote on this matter.
|
The Board recommends that you vote
FOR
the ratification of PwC as the Company’s
independent auditor for 2025.
|
|
4.
The approval of the amended and restated
2017 Omnibus Equity Plan.
The affirmative vote of a
majority
of the
votes cast affirmatively or negatively is
required to approve this proposal, meaning
that only votes cast “FOR” or “AGAINST” the
proposal will be counted in determining the
outcome.
|
You may vote
FOR
or
AGAINST
the
amended and restated 2017 Omnibus Equity
Plan, or you may indicate that you wish to
ABSTAIN
from voting on the matter. An
abstention will have no effect on the vote on
this matter.
|
The Board recommends that you vote
FOR
the amended and restated 2017 Omnibus
Equity Plan.
|
Other matters that may properly come before the Annual Meeting may require more than a majority vote under the laws of
Delaware or other applicable laws.
|
75 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
|
How do I vote if I am a stockholder of record?
|
As a stockholder of record, you may vote your shares in any one of the following ways:
•
Call the toll-free number shown on the proxy card;
•
Vote, in advance of the Annual Meeting, on the Internet on the website shown on the proxy card;
•
Mark, sign, date and return the enclosed proxy card in the postage-paid envelope; or
•
Vote online at the Annual Meeting by following the instructions at www.virtualshareholdermeeting.com/JELD2025.
Whether or not you plan to virtually attend the Annual Meeting, we urge you to vote. Returning the proxy card or voting by
telephone or online in advance of the Annual Meeting will not affect your right to virtually attend the Annual Meeting and vote
online at the Annual Meeting.
|
How do I vote if I am a beneficial owner?
|
As the beneficial owner, you have the right to direct your bank or broker how to vote your shares by following the instructions
that your bank or broker sent to you. You will receive, or be provided access to, proxy materials and voting instructions for
each account that you have with a bank or broker. As a beneficial owner, if you wish to change the directions that you have
provided your bank or broker, you should follow the instructions that your bank or broker sent to you.
As a beneficial owner, you are also invited to virtually attend the Annual Meeting. However, since you are not the stockholder
of record, you may not vote your shares online at the Annual Meeting unless you obtain in advance a signed legal proxy from
your bank or broker giving you the right to vote the shares and follow the instructions at www.virtualshareholdermeeting.com/
JELD2025.
|
What if I return my proxy card or vote by Internet or phone but do not specify how I want to vote?
|
Stockholders of Record
. If you are a stockholder of record and sign and return your proxy card or complete the online or
telephone voting procedures, but do not specify how you want to vote your shares, we will vote them in accordance with the
recommendations of the Board, as follows:
•
FOR the election of the ten director nominees;
•
FOR the approval, on an advisory basis, of the compensation of our named executive officers;
•
FOR the ratification of PwC as our independent auditor for 2025; and
•
FOR the approval of the amended and restated 2017 Omnibus Equity Plan.
Beneficial Owners
. If you sign your voting card with no further instructions and you are a beneficial owner, then please see the
response to the question immediately below for a description of how your shares will be voted.
|
What is the effect of broker non-votes, abstentions and withheld votes?
|
Under the rules of the NYSE, if you are a beneficial owner of shares held in street name, your bank or broker has discretion to
vote only on certain “routine” matters without your voting instructions. The only “routine” proposal you are being asked to vote
on at the Annual Meeting is the ratification of PwC as the Company’s independent auditor for the fiscal year ending December
31, 2025 (Proposal Three). Your bank or broker will not be permitted to vote your shares on any of the other proposals at the
Annual Meeting unless you provide proper voting instructions. Accordingly, stockholders are urged to give their bank or broker
instructions on voting their shares on all matters.
Our Bylaws require that elections of directors (Proposal One) be determined by a plurality of the votes cast. Abstentions,
withheld votes and broker non-votes have no effect on the proposal for the election of directors. Any non-employee director
nominee who does not receive the affirmative vote of the majority of votes cast must promptly tender their resignation from the
Board.
|
76 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
The affirmative vote of a majority of the votes cast affirmatively or negatively is required to approve the compensation of the
Company’s named executive officers on an advisory basis (Proposal Two), the ratification of PwC as the Company’s
independent auditor for the fiscal year ending December 31, 2025 (Proposal Three) and to approve the amended and restated
2017 Omnibus Equity Plan (Proposal Four). Abstentions and broker non-votes will have no effect on the outcome of Proposals
Two, Three and Four.
|
How do I vote Plan Shares?
|
If you are a participant in the JELD-WEN Employee Stock Ownership and Retirement Plan (“ESOP”) and/or JELD-WEN KSOP
(“KSOP”; together with the ESOP, each a “Plan”), you will receive a voting card that will permit you to instruct the administrator
of the Plan how to vote the shares of common stock credited to your account(s) and held in a Plan on February 24, 2025.
The administrator, as custodian of the Plan’s assets and stockholder of record, will vote these shares in accordance with your
instructions to the Plan administrator. The Plan administrator will vote uninstructed shares proportionally to vote instructions
received.
|
What can I do if I change my mind after I vote?
|
Stockholders of Record
. If you are a stockholder of record, you can revoke your proxy before it is exercised by:
•
Written notice of revocation to JELD-WEN Holding, Inc., 2645 Silver Crescent Drive, Charlotte, North Carolina 28273,
Attention: Corporate Secretary;
•
Timely delivery of a valid, later-dated proxy or a later-dated online vote or vote by telephone; or
•
Virtually attending the Annual Meeting and voting electronically by ballot online by following the instructions at
www.virtualshareholdermeeting.com/JELD2025.
Beneficial Owners
. If you are a beneficial owner of shares but not the stockholder of record, you may submit new voting
instructions by contacting your bank or broker. You may also vote online at the Annual Meeting if you obtain a legal proxy as
described in the answer to the question “
How do I vote if I am a beneficial owner?
” above. All shares represented by valid
proxies received and not revoked will be voted at the Annual Meeting in accordance with the stockholder’s specific voting
instructions.
|
How can I virtually attend the Annual Meeting?
|
You are entitled to virtually attend the Annual Meeting only if you were a stockholder of record as of the Record Date or you
hold a valid legal proxy for the Annual Meeting as described in the answer to the previous question, by logging in at
www.virtualshareholdermeeting.com/JELD2025. To log in, you will need the 16-digit control number provided on your proxy
card or voting instruction form. Attendees will be required to comply with meeting guidelines and procedures available at
www.virtualshareholdermeeting.com/JELD2025.
|
What votes need to be present to hold the Annual Meeting?
|
Under our Bylaws, a quorum will exist at the Annual Meeting if stockholders holding a majority of the shares entitled to vote at
the Annual Meeting are present in person or by proxy. Stockholders of record who return a proxy or vote in person at the
meeting will be considered part of the quorum.
Abstentions, withheld votes and broker non-votes are counted as “present” for determining a quorum. Virtual attendance at our
Annual Meeting constitutes presence in person for purposes of quorum at the meeting.
|
77 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
|
Who will count the votes?
|
American Election Services, LLC (“AES”) will act as the inspector of elections and count the votes.
|
Where can I find the voting results?
|
We will announce the preliminary voting results at the Annual Meeting. We will also publish voting results in a current report on
Form 8-K that we will file with the SEC after the Annual Meeting. If on the date of this Form 8-K filing the inspector of election
for the Annual Meeting has not certified the voting results as final, we will note in the filing that the results are preliminary and
publish the final results in a subsequent amendment on Form 8-K/A filing within four business days after the final voting results
are known.
|
Who will pay the costs of soliciting these proxies?
|
We will bear the entire cost of solicitation of proxies, including preparation, assembly, printing and mailing of the Notice of
Internet Availability of Proxy Materials, or a full set of the proxy materials (including the Proxy Statement, the 2024 Annual
Report and proxy card), as applicable, and any additional information furnished to stockholders. Broadridge will assist us in
distribution of the proxy materials and AES will provide voting and tabulation services for the Annual Meeting.
We may reimburse banks, brokers, custodians and nominees for their reasonable costs of forwarding proxy materials to
beneficial owners. Original solicitation of proxies may be supplemented by electronic means, mail, facsimile, telephone or
personal solicitation by our directors, officers or other employees. No additional compensation will be paid to our directors,
officers, or other employees for such services.
|
Are you “householding” for stockholders sharing the same address?
|
The SEC’s rules permit us to deliver a single copy of the Notice of Internet Availability of Proxy Materials, or a full set of the
proxy materials, as applicable, to an address that two or more stockholders share. This method of delivery is referred to as
“householding” and can significantly reduce our printing and mailing costs. It also reduces the volume of mail that you receive.
We will deliver only one Notice of Internet Availability of Proxy Materials, or a full set of the proxy materials (including the Proxy
Statement, the 2024 Annual Report and proxy card with postage-paid envelope), as applicable, to multiple registered
stockholders sharing an address, unless we receive instructions to the contrary from one or more of the stockholders at the
address or telephone number below.
If printed copies of proxy materials are requested, we will still send each stockholder an individual proxy card.
If you did not receive an individual copy of the Notice of Internet Availability of Proxy Materials, or a full set of the proxy
materials, as applicable, we will send copies to you if you contact us at JELD-WEN Holding, Inc., 2645 Silver Crescent Drive,
Charlotte, North Carolina 28273, Attention: Corporate Secretary or by telephone at (877) 592-7575. If you and other residents
at your address received multiple copies of the Notice of Internet Availability of Proxy Materials and desire to receive only a
single copy of these materials, you may contact your bank or broker or contact us at the above address or telephone number.
|
78 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
|
What is the deadline for stockholders to propose actions for consideration at the 2026 Annual Meeting
of Stockholders?
|
Stockholder Proposals to be Considered for Inclusion in the Company’s 2026 Proxy Materials
. To be considered for inclusion
in our proxy statement for our 2026 Annual Meeting of Stockholders, stockholder proposals submitted pursuant to SEC Rule
14a-8 must be received by or before close of business on Thursday, November 13, 2025 and be submitted in accordance with
Rule 14a-8 and the Company’s Bylaws. These stockholder proposals must be in writing and received by the deadline
described above at our principal executive offices at JELD-WEN Holding, Inc., 2645 Silver Crescent Drive, Charlotte, North
Carolina 28273, Attention: Corporate Secretary. If we do not receive a stockholder proposal by the deadline described above,
the proposal may be excluded from our proxy statement for our 2026 Annual Meeting of Stockholders.
Other Stockholder Proposals for Presentation at the 2026 Annual Meeting of Stockholders
. A stockholder proposal that is not
submitted for inclusion in our 2026 proxy materials but is instead intended to be presented at the 2026 Annual Meeting of
Stockholders, or that intends to submit a candidate for nomination as director at the 2026 Annual Meeting of Stockholders,
must comply with the “advance notice” deadlines in our Bylaws. As such, notice of such business or nominations must be
delivered to the Company not later than the close of business on the 45
th
day, nor earlier than the close of business on the 75
th
day, prior to the one-year anniversary of March 13, 2025, the date on which the 2025 Proxy Materials were first mailed, as set
forth more fully in our Bylaws, and must comply with the other requirements set forth in our Bylaws. Such notices must be in
writing and received within the “advance notice” deadlines described above at our principal executive office: JELD-WEN
Holding, Inc., 2645 Silver Crescent Drive, Charlotte, North Carolina 28273, Attention: Corporate Secretary.
|
What is the deadline for stockholders to propose actions for consideration at the 2026 Annual Meeting
of Stockholders?
|
If you have any questions about your ownership of Company
voting stock, please contact our transfer agent at:
Equiniti Trust Company, LLC
48 Wall Street, Floor 23
New York, New York 10005
Internet: www.equiniti.com
Telephone: (800) 468-9716
Email: helpAST@equiniti.com
(reference JELD-WEN Holding, Inc. in the subject line)
If you have any questions about voting or the Annual Meeting,
please contact the Company’s Shareholder Services team at:
JELD-WEN Holding, Inc. Shareholder Services
2645 Silver Crescent Drive
Charlotte, North Carolina 28273
Toll Free: (877) 592-7575
Fax: (704) 246-5009
Email: ShareholderServices@jeldwen.com
|
Incorporation by Reference
|
The Audit Committee Report and the Compensation Committee Report shall not be deemed “filed” for purposes of Section 18
of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by
reference into any future filing under the Securities Act or Exchange Act, except to the extent that we specifically incorporate it
by reference into such filing. In addition, the information contained on, or that can be accessed through, our website is not part
of this Proxy Statement and references to our website addresses in this Proxy Statement are inactive textual references only.
|
79 / JELD-WEN PROXY STATEMENT 2025
|
|
PROXY
SUMMARY
|
CORPORATE
GOVERNANCE
|
BOARD OF
DIRECTORS
|
COMPENSATION
OF EXECUTIVE
OFFICERS
|
AUDIT
COMMITTEE
MATTERS
|
OTHER
PROPOSAL
|
ANNUAL
MEETING AND
VOTING INFO
|
||||||
|
Access to Reports and Other Information
|
We file or furnish our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy
Statements and other documents electronically with the SEC under the Exchange Act. You may obtain such reports from the
SEC’s website at www.sec.gov.
Our website is
investors.jeld-wen.com
. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K, Proxy Statements and other documents filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act
are available on our website as soon as reasonably practicable after we electronically file such material with, or furnish it to,
the SEC. Our Corporate Governance Guidelines, Code of Business Conduct and Board committee charters are also available
on our website. We will provide, free of charge, a copy of any of our corporate documents listed above upon written request to
JELD-WEN Holding, Inc. Attention: Corporate Secretary, at 2645 Silver Crescent Drive, Charlotte, North Carolina 28273.
References to our website in this Proxy Statement are inactive textual references only and the contents of our website are not
incorporated by reference into this Proxy Statement for any purpose.
|
List of Company Stockholders
|
A list of our stockholders as of February 24, 2025, the record date for the Annual Meeting, will be available for inspection at our
corporate headquarters during ordinary business hours throughout the 10-day period prior to the Annual Meeting.
To access the list of stockholders during the Annual Meeting, please visit www.virtualshareholdermeeting.com/JELD2025 and
enter the control number provided on your proxy card or voting instruction form.
|
Other Matters That May Come Before the Annual Meeting
|
We do not know of any other matters that will be considered at the Annual Meeting. However, if any other proper business
should come before the meeting, the persons named on the proxy card will have discretionary authority to vote according to
their best judgment to the extent permitted by applicable law.
|
A-1 / JELD-WEN PROXY STATEMENT 2025
|
APPENDIX A – RECONCILIATION OF
NON-GAAP FINANCIAL MEASURES
Reconciliations of (loss) income from continuing operations, net of tax to Adjusted EBITDA from continuing operations on a
consolidated basis are as follows:
|
YEAR ENDED
|
||||||
|
(AMOUNTS IN THOUSANDS)
|
2024
|
2023
|
2022
|
2021
|
||
|
(Loss) income from continuing operations, net of tax
|
($187,580)
|
$25,235
|
$12,223
|
$131,322
|
||
|
Income tax expense
(1)
|
$16,762
|
$63,339
|
$18,041
|
$19,636
|
||
|
Depreciation and amortization
(2)
|
$125,786
|
$134,996
|
$113,132
|
$116,355
|
||
|
Interest expense, net
|
$67,237
|
$72,258
|
$82,505
|
$76,788
|
||
|
Special items:
|
||||||
|
Net legal and professional expenses and settlements
(3)
|
$62,722
|
$28,184
|
($287)
|
$15,598
|
||
|
Goodwill impairment
(4)
|
$94,801
|
—
|
$54,885
|
—
|
||
|
Restructuring and asset-related charges
(5) (6)
|
$68,092
|
$35,741
|
$17,622
|
$2,556
|
||
|
M&A related costs
(7)
|
$15,296
|
$6,575
|
$9,752
|
$5,206
|
||
|
Net (gain) loss on sale of business, property, and equipment
(8)
|
($13,752)
|
($10,523)
|
($8,036)
|
$2,086
|
||
|
Loss on extinguishment and refinancing of debt
(9)
|
$1,908
|
$6,487
|
—
|
$1,342
|
||
|
Share-based compensation expense
(10)
|
$15,465
|
$17,477
|
$14,577
|
$19,988
|
||
|
Pension settlement charge
(11)
|
—
|
$4,349
|
—
|
—
|
||
|
Non-cash foreign exchange transaction/translation (gain) loss
(12)
|
($3,101)
|
$595
|
$12,437
|
($10,421)
|
||
|
Other special items
(13)
|
$11,612
|
($4,274)
|
$21,996
|
$12,318
|
||
|
Adjusted EBITDA from continuing operations
|
$275,248
|
$380,439
|
$348,847
|
$392,774
|
||
(1)
Income tax expense in the year ended December 31, 2023, includes an increase in valuation allowance against foreign net operating loss carryforwards of
$30.0 million. Refer to Note 15 - Income Taxes to our consolidated financial statements included in the 2024 Form 10-K for more information.
(2)
Depreciation and amortization expense includes accelerated amortization of $14.1 million in the years ended December 31, 2024 and 2023 in Corporate and
unallocated costs for an ERP that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement
during the first quarter of 2024. In addition, depreciation and amortization expense in the year ended December 31, 2023, includes accelerated depreciation of
$9.1 million in North America from reviews of equipment capacity optimization.
(3)
Net legal and professional expenses and settlements include non-recurring transformation journey expenses of $59.2 million, $26.1 million and $3.8 million in
the years ended December 31, 2024, 2023 and 2022, respectively. These expenses primarily relate to the engagement of one transformation consultant for a
period spanning from the third quarter of 2023 through the end of 2024, for which we incurred $40.7 million and $20.0 million in the years ended December 31,
2024 and 2023, respectively. Additionally, net legal and professional expenses and settlements include amounts relating to litigation of historic legal matters of
$2.8 million and $1.8 million in the years ended December 31, 2024 and 2023, respectively, and ($10.5) million of income resulting from a legal settlement,
partially offset by $3.9 million in legal expenses relating primarily to litigation in the year ended December 31, 2022. In the year ended December 31, 2021, net
legal and professional expenses and settlements include $14.4 million in legal fees and settlements relating primarily to litigation.
(4)
Goodwill impairment charges in the year ended December 31, 2024, consist of a $63.4 million goodwill impairment charge associated with our Europe
reporting unit, and a $31.4 million goodwill impairment charge in our North America segment related to the court-ordered divestiture of Towanda. Goodwill
impairment charges in the year ended December 31, 2022, consist of a goodwill impairment charge of $54.9 million associated with our Europe reporting unit.
(5)
Represents severance, accelerated depreciation and amortization, equipment relocation and other expenses directly incurred as a result of restructuring
events. The restructuring charges primarily relate to charges incurred to change the operating structure, eliminate certain roles, and close certain
manufacturing facilities in our North America and Europe segments.
(6)
For the years ended December 31, 2024 and 2023, $11.8 million and $1.5 million, respectively, of product and inventory-related charges related to announced
facility closures were detrimental to Adjusted EBITDA.
(7)
M&A related costs consist primarily of legal and professional expenses related to the court-ordered divestiture of Towanda.
(8)
Net gain on sale of business, property, and equipment in the year ended December 31, 2024, primarily relates to the sale of our business in St. Kitts and
properties in Chile, Mexico, and Klamath Falls, Oregon. Net gain on sale of business, property and equipment in the year ended December 31, 2023, primarily
|
A-2 / JELD-WEN PROXY STATEMENT 2025
|
relates to the sale of properties in the United Kingdom, Australia, and Klamath Falls, Oregon. Net gain on sale of business, property and equipment in the year
ended December 31, 2022, primarily relates to the sale of a property in Phoenix, Arizona.
(9)
Loss on extinguishment and refinancing of debt of $1.9 million in the year ended December 31, 2024, associated with an amendment of our Term Loan Facility
and redemption of the remaining $200.0 million of our 4.63% Senior Notes. Loss on extinguishment and refinancing of debt of $6.5 million in the year ended
December 31, 2023, is related to the redemption of $250.0 million of our 6.25% Senior Secured Notes and $200.0 million of our 4.63% Senior Notes.
(10)
Represents non-cash equity-based compensation expense related to the issuance of share-based awards.
(11)
Represents a settlement loss associated with our U.S. defined benefit pension plan resulting from a one-time lump sum payment offered to pension plan
participants. Refer to Note 26 - Employee Retirement and Pension Benefits to our consolidated financial statements included in the 2024 Form 10-K for more
information.
(12)
Non-foreign exchange transaction/translation gain (loss) primarily associated with fair value adjustments of foreign currency derivatives and revaluation of
balances denominated in foreign currencies.
(13)
Other special items not core to ongoing business activity include: (i) in the year ended December 31, 2024, a loss of $4.8 million of cumulative foreign
currency translation adjustments related to the substantial liquidation of a foreign subsidiaries in Chile and Mexico in our North America segment; (ii) in the
year ended December 31, 2023, ($3.1) million in income from short-term investments and forward contracts related to the JW Australia divestiture in Corporate
and unallocated costs, ($2.8) million in adjustments to compensation and non-income taxes associated with exercises of legacy equity awards in our Europe
segment, and $2.2 million in costs that do not meet the U.S. GAAP definition of restructuring, primarily related to the closure of a certain facility in our Europe
segment; (iii) in the year ended December 31, 2022, $3.3 million relating primarily to exit costs for executives in Corporate and unallocated costs, ($2.0) million
relating to a credit received for overpayment of utility expenses in our North America segment, and $2.6 million and $16.3 million in our North America and
Europe segments, respectively, in costs that do not meet the U.S. GAAP definition of restructuring, primarily related to the closure of certain facilities and (iv) in
the year ended December 31, 2021, $4.2 million in compensation and taxes associated with exercises of legacy equity awards in our Europe segment, and
$3.8 million in expenses related to environmental matters, $2.3 million in costs that do not meet the U.S. GAAP definition of restructuring, primarily related to
the closure of a certain facility in our North America segment, and $1.3 million in expenses related to fire damage and downtime at one of our facilities in our
North America segment.
Reconciliation of Net Income to Adjusted EBITDA for 2020 is as follows:
|
YEAR ENDED
|
|||
|
(AMOUNTS IN THOUSANDS)
|
2020
|
||
|
Net income
(1)
|
$91,586
|
||
|
Income tax expense
|
$25,089
|
||
|
Depreciation and amortization
|
$134,623
|
||
|
Interest expense, net
|
$74,800
|
||
|
Restructuring and asset related charges, net
|
$10,469
|
||
|
Net gain on sale of property and equipment
|
($4,153)
|
||
|
Share-based compensation expense
|
$16,399
|
||
|
Non-cash foreign exchange transaction/translation loss
|
$12,904
|
||
|
Other items
(2)
|
$84,697
|
||
|
Adjusted EBITDA
(1)
|
$446,414
|
||
(1)
Net Income and Adjusted EBITDA for 2020 include the Company’s former Australasia business segment, which the Company divested in July 2023.
(2)
In the year ended December 31, 2020, other non-recurring items not core to ongoing business activity include: (i) $67,130 in legal and professional expenses,
relating primarily to litigation, (ii) $7,467 in expenses related to environmental matters, (iii) $6,987 facility closure, consolidation, startup and other related costs,
(iv) $1,235 in one-time lease termination charges, and (v) $1,142 of realized losses on hedges of intercompany notes.
|
B-1 / JELD-WEN PROXY STATEMENT 2025
|
APPENDIX B – AMENDED AND RESTATED
2017 OMNIBUS EQUITY PLAN
JELD-WEN HOLDING, INC.
2017 OMNIBUS EQUITY PLAN
As Amended and Restated Effective April 24, 2025
1.
Purpose.
The purpose of the Plan is to assist the Company with attracting, retaining, incentivizing and motivating officers and
employees of, consultants to, and non-employee directors providing services to, the Company and its Subsidiaries and
Affiliates and to promote the success of the Company's business by providing participating individuals with a proprietary
interest in the performance of the Company. The Company believes that this incentive program will cause participating
officers, employees, consultants and non-employee directors to increase their interest in the welfare of the Company, its
Subsidiaries and Affiliates and to align their interests with those of the stockholders of the Company, its Subsidiaries and
Affiliates.
2.
Definitions
.
For purposes of the Plan:
2.1.
“
Adjustment Event
” shall have the meaning ascribed to such term in Section 12.1.
2.2.
“
Affiliate
” shall mean any entity that the Company, either directly or indirectly through one or more
intermediaries, is in common control with, is controlled by or controls, each within the meaning of the Securities Act.
2.3.
“
Award
” means, individually or collectively, a grant of an Option, Restricted Stock, a Restricted Stock Unit, a
Stock Appreciation Right, a Performance Award, a Dividend Equivalent Right, a Share Award or any or all of them.
2.4.
“
Award Agreement
” means a written or electronic agreement between the Company and a Participant
evidencing the grant of an Award and setting forth the terms and conditions thereof.
2.5.
“
Board
” means the Board of Directors of the Company.
2.6.
“
Change in Control
” means the occurrence of any of the following:
(a)
An acquisition (other than directly from the Company) of any voting securities of the Company (the
“
Voting Securities
”
)
by any Person, immediately after which such Person first acquires “Beneficial Ownership” (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the combined
voting power of the Company's then-outstanding Voting Securities;
provided, however,
that in determining whether a
Change in Control has occurred pursuant to this Section 2.6(a), the acquisition of Voting Securities in a Non-Control
Acquisition (as hereinafter defined) shall not constitute a Change in Control. A “
Non-Control Acquisition
” shall mean
an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B)
any corporation or other Person the majority of the voting power, voting equity securities or equity interest of which is
owned, directly or indirectly, by the Company (for purposes of this definition, a “
Related Entity
”), (ii) the Company or
any Related Entity or (iii) any Person in connection with a Non-Control Transaction (as hereinafter defined);
(b)
The individuals who, as of the Effective Date of this Plan, are members of the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board;
provided,
however,
that if the election, or nomination for election, by the Company's common stockholders, of any new director
was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this
Plan, be considered as a member of the Incumbent Board;
provided further, however,
that no individual shall be
considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual
or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “
Proxy Contest
”
)
including by reason of any agreement intended to avoid or settle any Proxy Contest;
|
B-2 / JELD-WEN PROXY STATEMENT 2025
|
(c)
The consummation of:
(i)
A merger, consolidation or reorganization (x) with or into the Company or (y) in which
securities of the Company are issued (a “Merger”), unless such Merger is a Non-Control Transaction. A
“Non-Control Transaction” shall mean a Merger in which:
(a)
the stockholders of the Company immediately before such Merger own directly or
indirectly immediately following such Merger at least a majority of the combined voting power of the
outstanding voting securities of (1) the corporation resulting from such Merger (the “Surviving
Corporation”), if fifty percent (50%) or more of the combined voting power of the then outstanding
voting securities of the Surviving Corporation is not Beneficially Owned, directly or indirectly, by
another Person (a “Parent Corporation”), or (2) if there is one or more than one Parent Corporation,
the ultimate Parent Corporation;
(b)
the individuals who were members of the Board immediately prior to the
execution of the agreement providing for such Merger constitute at least a majority of the members
of the board of directors of (1) the Surviving Corporation, if there is no Parent Corporation, or (2) if
there is one or more than one Parent Corporation, the ultimate Parent Corporation; and
(c)
no Person other than (1) the Company or another corporation that is a party to
the agreement of Merger, (2) any Related Entity, (3) any employee benefit plan (or any trust forming
a part thereof) that, immediately prior to the Merger, was maintained by the Company or any
Related Entity or (4) any Person who, immediately prior to the Merger, had Beneficial Ownership of
Voting Securities representing more than fifty percent (50%) of the combined voting power of the
Company's then-outstanding Voting Securities, has Beneficial Ownership, directly or indirectly, of
fifty percent (50%) or more of the combined voting power of the outstanding voting securities of (x)
the Surviving Corporation, if there is no Parent Corporation, or (y) if there is one or more than one
Parent Corporation, the ultimate Parent Corporation;
(ii)
A complete liquidation or dissolution of the Company; or
(iii)
The sale or other disposition of all or substantially all of the assets of the Company and its
Subsidiaries taken as a whole to any Person (other than (x) a transfer to a Related Entity or (y) the
distribution to the Company's stockholders of the stock of a Related Entity or any other assets).
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject
Person”) acquired Beneficial Ownership of more than the permitted amount of the then outstanding Voting Securities as a result
of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities then outstanding,
increases the proportional number of shares Beneficially Owned by the Subject Person;
provided
that if a Change in Control
would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company and, after
such acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities and
such Beneficial Ownership increases the percentage of the then outstanding Voting Securities Beneficially Owned by the
Subject Person, then a Change in Control shall occur.
2.7.
“
Code
” means the Internal Revenue Code of 1986, as amended.
2.8.
“
Committee
” means the Committee which administers the Plan as provided in Section 3.
2.9.
“
Company
” means JELD-WEN Holding, Inc., a Delaware corporation, or any successor thereto.
2.10.
“
Consultant
” means any consultant or advisor, other than an Employee or Director, who is a natural person
and who renders services to the Company or a Subsidiary that (a) are not in connection with the offer and sale of the
Company's securities in a capital raising transaction and (b) do not directly or indirectly promote or maintain a market for the
Company's securities.
2.11.
“
Corporate Transaction
” means (a) a merger, consolidation, reorganization, recapitalization or other
transaction or event having a similar effect on the Company's capital stock, (b) a liquidation or dissolution of the Company or
(c) the sale by the Company of a Subsidiary or business unit. For the avoidance of doubt, a Corporate Transaction may be a
transaction that is also a Change in Control.
2.12.
“
Director
” means a member of the Board.
2.13.
“
Disability
” means, with respect to a Participant, a permanent and total disability as defined in Code Section
22(e)(3). A determination of Disability may be made by a physician selected or approved by the Committee and, in this
respect, the Participant shall submit to any reasonable examination(s) required by such physician upon request.
Notwithstanding the foregoing provisions of this Section 2.13, in the event any Award is considered to be “deferred
compensation” as that term is defined under Section 409A and the terms of the Award are such that the definition of “disability”
is required to comply with the requirements of Section 409A then, in lieu of the foregoing definition, the definition of “Disability”
for purposes of such Award shall mean, with respect to a Participant, that the Participant is unable to engage in any substantial
|
B-3 / JELD-WEN PROXY STATEMENT 2025
|
gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death
or can be expected to last for a continuous period of not less than twelve (12) months.
2.14.
“
Division
” means any of the operating units or divisions of the Company designated as a Division by the
Committee.
2.15.
“
Dividend Equivalent Right
” means a right to receive cash or Shares based on the value of dividends that
are paid with respect to Shares.
2.16.
“
Effective Date
” means the date of the Plan's approval by the Company's stockholders.
2.17.
“
Eligible Individual
” means any Employee, Director or Consultant.
2.18.
“
Employee
” means any individual performing services for the Company or a Subsidiary and designated as
an employee of the Company or the Subsidiary on its payroll records. An Employee shall not include any individual during any
period he or she is classified or treated by the Company or Subsidiary as an independent contractor, a consultant or an
employee of an employment, consulting or temporary agency or any other entity other than the Company or Subsidiary,
without regard to whether such individual is subsequently determined to have been, or is subsequently retroactively
reclassified, as a common-law employee of the Company or Subsidiary during such period. An individual shall not cease to be
an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the
Company or any Subsidiary, or between the Company and any Subsidiaries.
2.19.
“
Exchange Act
” means the Securities Exchange Act of 1934, as amended.
2.20.
“
Fair Market Value
” on any date means:
(a)
if the Shares are listed for trading on a national securities exchange, the closing price at the close
of the primary trading session of the Shares on the date of determination on the principal national securities exchange
on which the common stock is listed or admitted to trading as officially quoted in the consolidated tape of transactions
on such exchange or such other source as the Committee deems reliable for the applicable date, or if there has been
no such closing price of the Shares on such date, on the next preceding date on which there was such a closing
price; or
(b)
if the Shares are not listed for trading on a national securities exchange, the fair market value of the
Shares as determined in good faith by the Committee, and, if applicable, in accordance with Sections 409A and 422
of the Code.
2.21.
“
Incentive Stock Option
” means an Option satisfying the requirements of Section 422 of the Code and
designated by the Committee as an Incentive Stock Option.
2.22.
“
Nonemployee Director
” means a Director of the Board who is a “nonemployee director” within the meaning
of Rule 16b-3 promulgated under the Exchange Act.
2.23.
“
Nonqualified Stock Option
” means an Option which is not an Incentive Stock Option.
2.24.
“
Option
” means a Nonqualified Stock Option or an Incentive Stock Option.
2.25.
“
Option Price
” means the price at which a Share may be purchased pursuant to an Option.
2.26.
“
Parent
” means any corporation which is a “parent corporation” (within the meaning of Section 424(e) of the
Code) with respect to the Company.
2.27.
“
Participant
” means an Eligible Individual to whom an Award has been granted under the Plan.
2.28.
“
Performance Awards
” means Performance Share Units, Performance-Based Restricted Stock or any or all
of them.
2.29.
“
Performance-Based Restricted Stock
” means Shares issued or transferred to an Eligible Individual under
Section 9.2.
2.30.
“
Performance Cycle
” means the time period specified by the Committee at the time Performance Awards are
granted during which the performance of the Company, a Subsidiary or a Division will be measured.
2.31.
“
Performance Objectives
” means the objectives set forth in Section 9.3 for the purpose of determining, either
alone or together with other conditions, the degree of payout and/or vesting of Performance Awards.
2.32.
“
Performance Share Units
” means Performance Share Units granted to an Eligible Individual under Section
9.1(b).
|
B-4 / JELD-WEN PROXY STATEMENT 2025
|
2.33.
“
Person
” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in
Sections 13(d) and 14(d) of the Exchange Act.
2.34.
“
Plan
” means this JELD-WEN Holding, Inc. 2017 Equity Incentive Plan, as amended and/or restated from
time to time.
2.35.
“
Plan Termination Date
” means the date that is ten (10) years after the Effective Date, unless the Plan is
earlier terminated by the Board pursuant to Section 15 hereof.
2.36.
“
Restricted Stock
” means Shares issued or transferred to an Eligible Individual pursuant to Section 8.1.
2.37.
“
Restricted Stock Units
” means rights granted to an Eligible Individual under Section 8.2 representing a
number of hypothetical Shares.
2.38.
“
Section 409A
” means Section 409A of the Code, and all regulations, guidance, and other interpretative
authority issued thereunder.
2.39.
“
Securities Act
” means the Securities Act of 1933, as amended.
2.40.
“
Share Award
” means an Award of Shares granted pursuant to Section 10.
2.41.
“
Shares
” means the common stock, par value $0.01 per share, of the Company and any other securities into
which such shares are changed or for which such shares are exchanged, or any successor securities thereto.
2.42.
“
Stock Appreciation Right
” or “
SAR
” means a right to receive all or some portion of the increase, if any, in the
value of the Shares as provided in Section 6 hereof.
2.43.
“
Subsidiary
” means (a) except as provided in subsection (b) below, any corporation which is a subsidiary
corporation within the meaning of Section 424(f) of the Code with respect to the Company and (b) in relation to the eligibility to
receive Awards other than Incentive Stock Options and continued employment or the provision of services for purposes of
Awards (unless the Committee determines otherwise), any entity, whether or not incorporated, in which the Company directly
or indirectly owns at least twenty-five percent (25%) of the outstanding equity or other ownership interests.
2.44.
“
Ten-Percent Shareholder
” means an Employee who, at the time an Incentive Stock Option is to be granted
to him or her, owns (within the meaning of Section 422(b)(6) of the Code) stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company, a Parent or a Subsidiary.
2.45.
“
Termination
”, “
Terminated
” or “
Terminates
” shall mean (a) with respect to a Participant who is an Employee,
the date such Participant ceases to be employed by the Company and its Subsidiaries, (b) with respect to a Participant who is
a Consultant, the date such Participant ceases to provide services to the Company and its Subsidiaries or (c) with respect to a
Participant who is a Director, the date such Participant ceases to be a Director, in each case, for any reason whatsoever
(including by reason of death, Disability or adjudicated incompetency). Unless otherwise set forth in an Award Agreement, (a)
if a Participant is both an Employee and a Director and terminates as an Employee but remains as a Director, the Participant
will be deemed to have continued in employment without interruption and shall be deemed to have Terminated upon ceasing to
be a Director and (b) if a Participant who is an Employee or a Director ceases to provide services in such capacity and
becomes a Consultant, the Participant will be deemed to have continued in employment without interruption and shall be
deemed to have Terminated upon ceasing to be a Consultant.
3.
Administration
3.1.
Committee
. The Plan shall be administered by a Committee appointed by the Board. The Committee shall
consist of at least two (2) Directors of the Board and may consist of the entire Board;
provided, however,
that if the Committee
consists of less than the entire Board, then, with respect to any Award granted to an Eligible Individual who is subject to
Section 16 of the Exchange Act, the Committee shall consist only of Nonemployee Directors. For purposes of the preceding
sentence, if one or more members of the Committee is not a Nonemployee Director but recuses himself or herself or abstains
from voting with respect to a particular action taken by the Committee, then the Committee, with respect to that action, shall be
deemed to consist only of the members of the Committee who have not recused themselves or abstained from voting. The
acts of a majority of the total membership of the Committee at any meeting, or the acts approved in writing by all of its
members, shall be the acts of the Committee. All decisions and determinations by the Committee in the exercise of its powers
hereunder shall be final, binding and conclusive upon the Company, its Subsidiaries, the Participants and all other Persons
having any interest therein.
3.2.
Board Reservation and Delegation
.
(a)
The Board may, in its discretion, reserve to itself or exercise any or all of the authority and
responsibility of the Committee hereunder. To the extent the Board has reserved to itself or exercises the authority
and responsibility of the Committee, the Board shall be deemed to be acting as the Committee for purposes of the
Plan and references to the Committee in the Plan shall be to the Board.
|
B-5 / JELD-WEN PROXY STATEMENT 2025
|
(b)
Subject to applicable law, the Board may delegate, in whole or in part, any of the authority of the
Committee hereunder (subject to such limits as may be determined by the Board) to any individual or committee of
individuals (who need not be Directors), including without limitation the authority to make Awards to Eligible
Individuals who are not officers or Directors of the Company or any of its Subsidiaries and who are not subject to
Section 16 of the Exchange Act. To the extent that the Board delegates any such authority to make Awards as
provided by this Section 3.2(b), all references in the Plan to the Committee's authority to make Awards and
determinations with respect thereto shall be deemed to include the Board's delegate.
3.3.
Committee Powers
. Subject to the express terms and conditions set forth herein, the Committee shall have
all of the powers necessary to enable it to carry out its duties under the Plan, including, without limitation, the power from time
to time to:
(a)
determine those Eligible Individuals to whom Awards shall be granted under the Plan and
determine the number or value of Shares in respect of which each Award is granted, prescribe the terms and
conditions (which need not be identical) of each such Award, including, (i) in the case of Options, the Option Price per
Share and the duration of the Option and (ii) in the case of Stock Appreciation Rights, the Base Price per Share and
the duration of the Stock Appreciation Right, accelerate the vesting or lapsing of restrictions of any Award in the event
of death or Disability, and make any amendment or modification to any Award Agreement, in each case, consistent
with the terms of the Plan and make any amendment or modification to any Award Agreement consistent with the
terms of the Plan;
(b)
construe and interpret the Plan and the Awards granted hereunder, establish, amend and revoke
rules, regulations and guidelines as it deems are necessary or appropriate for the administration of the Plan,
including, but not limited to, correcting any defect, supplying any omission or reconciling any inconsistency in the Plan
or in any Award Agreement in the manner and to the extent it shall deem necessary or advisable, including so that the
Plan and the operation of the Plan comply with Rule 16b-3 under the Exchange Act, the Code to the extent applicable
and other applicable law, and otherwise make the Plan fully effective;
(c)
permit a Participant to defer such Participant’s receipt of the payment of cash or the delivery of
Shares that would otherwise be due to such Participant by virtue of the lapse or waiver of restrictions with respect to
Restricted Stock Units and Performance Share Units, or the satisfaction of any requirements or objectives with
respect to such Awards;
provided
that if any such deferral election is permitted or required, the Committee shall, in its
sole discretion, establish rules and procedures for such payment deferrals, which rules and procedures shall comply
with Section 409A; and
provided further
that the deferral of Option and Stock Appreciation Right gains is prohibited;
(d)
determine the duration and purposes for leaves of absence which may be granted to a Participant
on an individual basis without constituting a Termination for purposes of the Plan;
(e)
cancel, with the consent of the Participant, outstanding Awards or as otherwise permitted under the
terms of the Plan (including but not limited to Section 3.7 herein);
(f)
exercise its discretion with respect to the powers and rights granted to it as set forth in the plan; and
(g)
generally, exercise such powers and perform such acts as are deemed necessary or advisable to
promote the best interests of the Company with respect to the Plan.
3.4.
Non-Uniform Determinations
. The Committee's determinations under the Plan need not be uniform and may
be made by it selectively among Persons who receive, or are eligible to receive, Awards (whether or not such Persons are
similarly situated). Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to
make non-uniform and selective determinations, and to enter into non-uniform and selective Award Agreements, as to the
Eligible Individuals to receive Awards under the Plan and the terms and provision of Awards under the Plan.
3.5.
Non-U.S. Employees
. Notwithstanding anything herein to the contrary, with respect to Participants working
outside the United States, the Committee may establish subplans, determine the terms and conditions of Awards, and make
such adjustments to the terms thereof as are necessary or advisable to fulfill the purposes of the Plan taking into account
matters of local law or practice, including tax and securities laws of jurisdictions outside the United States.
3.6.
Indemnification
. No member of the Committee shall be liable for any action, failure to act, determination or
interpretation made in good faith with respect to the Plan or any transaction hereunder. The Company hereby agrees to
indemnify each member of the Committee for all costs and expenses and, to the extent permitted by applicable law, any
liability incurred in connection with defending against, responding to, negotiating for the settlement of or otherwise dealing with
any claim, cause of action or dispute of any kind arising in connection with any actions in administering the Plan or in
authorizing or denying authorization to any transaction hereunder.
3.7.
No Repricing of Options or Stock Appreciation Rights
. The Committee shall have no authority to (i) make
any adjustment (other than in connection with an Adjustment Event, a Corporate Transaction, a Change in Control or other
transaction where an adjustment is permitted or required under the terms of the Plan) or amendment, and no such adjustment
or amendment shall be made, that reduces or would have the effect of reducing the Option Price of an Option or Base Price of
a Stock Appreciation Right previously granted under the Plan, whether through amendment, cancellation or replacement
grants or other means, or (ii) cancel for cash, equity awards, Shares or other consideration any Option whose Option Price is
greater than the then Fair Market Value of a Share or Stock Appreciation Right whose Base Price is greater than the then Fair
Market Value of a Share (or take other action with respect to Options or Stock Appreciation Rights that would be treated as a
|
B-6 / JELD-WEN PROXY STATEMENT 2025
|
repricing under the rules of the principal stock exchange rules on which the Shares are listed) unless, in each such case, the
Company's stockholders shall have approved such adjustment, amendment or cancellation.
4.
Stock Subject to the Plan: Grant Limitations; Vesting.
4.1.
Aggregate Number of Shares Authorized for Issuance
. Subject to any adjustment as provided in the Plan,
the maximum number of Shares that may be issued pursuant to Awards granted under the Plan shall not exceed 11,900,000
Shares, all of which may granted pursuant to Incentive Stock Options. The Shares to be issued under the Plan may be, in
whole or in part, authorized but unissued Shares or issued Shares which shall have been reacquired by the Company and held
by it as treasury shares. The grant of any Award that may be settled only in cash shall not reduce the number of Shares with
respect to which Awards may be granted pursuant to the Plan.
4.2.
Individual Participant Limits
. The aggregate number of Shares that may be issued pursuant to Awards
granted under the Plan in any calendar year may not exceed 2,000,000 Shares in the case of an Eligible Individual who is an
Employee or Consultant (subject to adjustment as provided in the Plan). With respect to non-employee Directors, in any
calendar year, the maximum number of Shares subject to Awards granted during any 12-month period to any non-employee
Director, taken together with any cash fees paid during such 12-month period to such non-employee Director in respect of
service as a member of the Board, shall not exceed $900,000 in total value (calculating the value of any such Awards based
on the Fair Market Value per Share on the grant date of such an Award, and subject to adjustment as provided in the Plan).
4.3.
Calculating Shares Available
. Shares shall be deemed to have been issued under the Plan only to the
extent actually issued and delivered pursuant to an Award. To the extent that (i) an Award expires or is otherwise canceled,
terminated or forfeited without the issuance of Shares or (ii) an Award will be mandatorily settled solely in cash without the
delivery of Shares, then the Shares covered by such Awards will become available for issuance in connection with future
Awards granted under the Plan. Notwithstanding anything to the contrary in the Plan, the following Shares will not become
available for issuance in connection with future Awards granted under the Plan: (A) Shares withheld from payment of an
Award by the Company, or surrendered or tendered by the Participant, in satisfaction of any federal, state or local income tax
and applicable employment tax withholding requirements, (B) Shares withheld from the payment of an Award by the Company,
or surrendered or tendered by the Participant in payment of, the exercise price or purchase price of an Award, (C) Shares
covered by Awards that discretionarily settled in cash, (D) Shares covered by a Stock Appreciation Right that are not issued in
connection with its settlement in Shares upon exercise and (E) Shares reacquired by the Company on the open market or
otherwise using cash proceeds from the exercise of Options.
4.4.
Vesting
. The Committee shall determine and set forth in the applicable Award Agreement the time or times at
which, and/or the conditions required for, an Award to vest, become exercisable or have restrictions lapse;
provided
that no
Award granted to an Eligible Individual shall vest, become exercisable or have restrictions lapse earlier than the first (1
st
)
anniversary of the grant date (with no installment vesting during such year);
and
,
provided, further,
that Awards may be subject
to longer minimum vesting periods to the extent provided in the Plan or an Award Agreement. In addition, notwithstanding the
foregoing, up to a maximum of five percent (5%) of the maximum aggregate number of Shares that may be issued under the
Plan pursuant to Section 4.1 may be issued pursuant to Awards granted under the Plan without regard for any limitations or
other requirements for vesting or transferability under the Plan.
5.
Stock Options.
5.1.
Authority of Committee
. The Committee may grant Options to Eligible Individuals in accordance with the
Plan, the terms and conditions of the grant of which shall be set forth in an Award Agreement. Incentive Stock Options may be
granted only to Eligible Individuals who are Employees of the Company or any of its Subsidiaries on the date the Incentive
Stock Option is granted. Options shall be subject to the following terms and provisions:
5.2.
Option Price
. The Option Price or the manner in which the exercise price is to be determined for Shares
under each Option shall be determined by the Committee and set forth in the Award Agreement; provided, however, that the
exercise price per Share under each Option shall not be less than the greater of (i) the par value of a Share and (ii) 100% of
the Fair Market Value of a Share on the date the Option is granted (110% in the case of an Incentive Stock Option granted to a
Ten-Percent Shareholder).
5.3.
Maximum Duration
. Options granted hereunder shall be for such term as the Committee shall determine;
provided that an Incentive Stock Option shall not be exercisable after the expiration of ten (10) years from the date it is granted
(five (5) years in the case of an Incentive Stock Option granted to a Ten-Percent Shareholder) and a Nonqualified Stock Option
shall not be exercisable after the expiration of ten (10) years from the date it is granted; provided, further, however, that (i)
unless the Committee provides otherwise, an Option (other than an Incentive Stock Option) may, upon the death of the
Participant prior to the expiration of the Option, be exercised for up to one (1) year following the date of the Participant's death
(but in no event beyond the date on which the Option otherwise would expire by its terms), and (ii) if, at the time an Option
(other than an Incentive Stock Option) would otherwise expire at the end of its term, the exercise of the Option is prohibited by
applicable law or the Company's insider trading policy, the term shall be extended until thirty (30) days after the prohibition no
longer applies (subject to any Code Section 409A considerations). The Committee may, subsequent to the granting of any
Option, extend the period within which the Option may be exercised (including following a Participant's Termination), but in no
event shall the period be extended to a date that is later than the earlier of the latest date on which the Option could have been
exercised and the 10th anniversary of the date of grant of the Option, except as otherwise provided herein in this Section 5.3.
5.4.
Vesting
. To the extent not exercised, vested installments shall accumulate and be exercisable, in whole or in
part, at any time after becoming exercisable, but not later than the date the Option expires.
|
B-7 / JELD-WEN PROXY STATEMENT 2025
|
5.5.
Limitations on Incentive Stock Options
. To the extent that the aggregate Fair Market Value (determined as
of the date of the grant) of Shares with respect to which Incentive Stock Options granted under the Plan and “incentive stock
options” (within the meaning of Section 422 of the Code) granted under all other plans of the Company or its Subsidiaries (in
either case determined without regard to this Section 5.5) are exercisable by a Participant for the first time during any calendar
year exceeds $100,000, such Incentive Stock Options shall be treated as Nonqualified Stock Options. In applying the
limitation in the preceding sentence in the case of multiple Option grants, unless otherwise required by applicable law, Options
which were intended to be Incentive Stock Options shall be treated as Nonqualified Stock Options according to the order in
which they were granted such that the most recently granted Options are first treated as Nonqualified Stock Options.
5.6.
Method of Exercise
. The exercise of an Option shall be made only by giving notice in the form and to the
Person designated by the Company, specifying the number of Shares to be exercised and, to the extent applicable,
accompanied by payment therefor and otherwise in accordance with the Award Agreement pursuant to which the Option was
granted. The Option Price for any Shares purchased pursuant to the exercise of an Option shall be paid in any of, or any
combination of, the following forms: (a) cash or its equivalent
(e.g.,
a check) or (b) if permitted by the Committee, the transfer,
either actually or by attestation, to the Company of Shares that have been held by the Participant for at least six (6) months (or
such lesser period as may be permitted by the Committee) prior to the exercise of the Option, such transfer to be upon such
terms and conditions as determined by the Committee or (c) in the form of other property as determined by the Committee. In
addition, (i) the Committee may provide for the payment of the Option Price through Share withholding as a result of which the
number of Shares issued upon exercise of an Option would be reduced by a number of Shares having a Fair Market Value
equal to the Option Price and (ii) an Option may be exercised through a registered broker-dealer pursuant to such cashless
exercise procedures that are, from time to time, deemed acceptable by the Committee. No fractional Shares (or cash in lieu
thereof) shall be issued upon exercise of an Option and the number of Shares that may be purchased upon exercise shall be
rounded down to the nearest number of whole Shares.
5.7.
Rights of Participants
. No Participant shall be deemed for any purpose to be the owner of any Shares
subject to any Option unless and until (a) the Option shall have been exercised with respect to such Shares pursuant to the
terms of the applicable Award Agreement, (b) the Company shall have issued and delivered Shares (whether or not
certificated) to the Participant, a securities broker acting on behalf of the Participant or such other nominee of the Participant
and (c) the Participant's name, or the name of his or her broker or other nominee, shall have been entered as a stockholder of
record on the books of the Company. Thereupon, the Participant shall have full voting, dividend and other ownership rights
with respect to such Shares, subject to such terms and conditions as may be set forth in the applicable Award Agreement.
5.8.
Effect of Change in Control
. Any specific terms applicable to an Option in the event of a Change in Control
and not otherwise provided in the Plan shall be set forth in the applicable Award Agreement.
6.
Stock Appreciation Rights
6.1.
Grant
. The Committee may grant Stock Appreciation Rights to Eligible Individuals in accordance with the
Plan, the terms and conditions of which shall be set forth in an Award Agreement. A Stock Appreciation Right may be granted
(a) at any time if unrelated to an Option or (b) if related to an Option, either at the time of grant or at any time thereafter during
the term of the Option. Awards of Stock Appreciation Rights shall be subject to the following terms and provisions.
6.2.
Terms; Duration
. Stock Appreciation Rights shall contain such terms and conditions as to exercisability,
vesting and duration as the Committee shall determine, but in no event shall they have a term of greater than ten (10) years;
provided, however,
that unless the Committee provides otherwise, a Stock Appreciation Right may, upon the death of the
Participant prior to the expiration of the Award, be exercised for up to one (1) year following the date of the Participant's death
(but in no event beyond the date on which the Stock Appreciation Right otherwise would expire by its terms) and (ii) if, at the
time a Stock Appreciation Right would otherwise expire at the end of its term, the exercise of the Stock Appreciation Right is
prohibited by applicable law or the Company's insider trading policy, the term shall be extended until thirty (30) days after the
prohibition no longer applies (subject to any Code Section 409A considerations). The Committee may, subsequent to the
granting of any Stock Appreciation Right, extend the period within which the Stock Appreciation Right may be exercised
(including following a Participant's Termination), but in no event shall the period be extended to a date that is later than the
earlier of the latest date on which the Stock Appreciation Right could have been exercised and the 10th anniversary of the date
of grant of the Stock Appreciation Right, except as otherwise provided herein in this Section 6.2.
6.3.
Vesting
. To the extent not exercised, vested installments shall accumulate and be exercisable, in whole or in
part, at any time after becoming exercisable, but not later than the date the Stock Appreciation Right expires.
6.4.
Amount Payable; Base Price
. Upon exercise of a Stock Appreciation Right, the Participant shall be entitled
to receive an amount determined by multiplying (i) the excess of the Fair Market Value of a Share on the last business day
preceding the date of exercise of such Stock Appreciation Right over the Fair Market Value of a Share on the date the Stock
Appreciation Right was granted (the “
Base Price
”
)
by (ii) the number of Shares as to which the Stock Appreciation Right is
being exercised (the “
SAR Payment Amount
”). Notwithstanding the foregoing, the Committee may, subject to any Code
Section 409A considerations, limit in any manner the amount payable with respect to any Stock Appreciation Right by including
such a limit in the Award Agreement evidencing the Stock Appreciation Right at the time it is granted. For clarity, the Base
Price of a Stock Appreciation Right shall be no less than one hundred percent (100%) of the Fair Market Value of a Share on
the grant date of the Stock Appreciation Right.
6.5.
Method of Exercise
. Stock Appreciation Rights shall be exercised by a Participant only by giving notice in
the form and to the Person designated by the Company, specifying the number of Shares with respect to which the Stock
Appreciation Right is being exercised.
|
B-8 / JELD-WEN PROXY STATEMENT 2025
|
6.6.
Form of Payment
. Payment of the SAR Payment Amount may be made in the discretion of the Committee
solely in whole Shares having an aggregate Fair Market Value equal to the SAR Payment Amount, solely in cash or in a
combination of cash and Shares. If the Committee decides to make full payment in Shares and the amount payable results in
a fractional Share, payment shall be rounded down to the nearest whole Share.
6.7.
Effect of Change in Control
. Any specific terms applicable to a Stock Appreciation Right in the event of a
Change in Control and not otherwise provided in the Plan shall be set forth in the applicable Award Agreement.
7.
Dividend Equivalent Rights
The Committee may grant Dividend Equivalent Rights, either in tandem with an Award (other than an Option or SAR)
or as a separate Award, to Eligible Individuals in accordance with the Plan. The terms and conditions applicable to each
Dividend Equivalent Right shall be specified in the Award Agreement evidencing the Award. Amounts payable in respect of
Dividend Equivalent Rights will be deferred until the vesting of or lapsing of restrictions on such Dividend Equivalent Rights or
until the vesting, payment or settlement of or other lapse of restrictions on the Award to which the Dividend Equivalent Rights
relate and will in any event be subject to any restrictions and risks of forfeiture to the same extent as the Awards with respect to
which such dividends are payable. The Committee shall determine whether such amount is to be held in cash or reinvested in
Shares or deemed (notionally) to be reinvested in Shares. Dividend Equivalent Rights may be settled in cash or Shares or a
combination thereof, in a single installment or multiple installments, as determined by the Committee.
8.
Restricted Stock; Restricted Stock Units
8.1.
Restricted Stock
. The Committee may grant Awards of Restricted Stock to Eligible Individuals in accordance
with the Plan, the terms and conditions of which shall be set forth in an Award Agreement. Each Award Agreement shall
contain such restrictions, terms and conditions as the Committee may, in its discretion, determine and (without limiting the
generality of the foregoing) such Award Agreements may require that an appropriate legend be placed on Share certificates.
With respect to Shares in a book entry account in a Participant's name, the Committee may cause appropriate stop transfer
instructions to be delivered to the account custodian, administrator or the Company's corporate secretary as determined by the
Committee in its sole discretion. Awards of Restricted Stock shall be subject to the following terms and provisions:
(a)
Rights of Participant
. Shares of Restricted Stock granted pursuant to an Award hereunder shall be
issued in the name of the Participant as soon as reasonably practicable after the Award is granted provided that the
Participant has executed an Award Agreement evidencing the Award (which, in the case of an electronically
distributed Award Agreement, shall be deemed to have been executed by an acknowledgement of receipt or in such
other manner as the Committee may prescribe) and any other documents which the Committee may require as a
condition to the issuance of such Shares. At the discretion of the Committee, Shares issued in connection with an
Award of Restricted Stock may be held in escrow by an agent (which may be the Company) designated by the
Committee. Unless the Committee determines otherwise and as set forth in the Award Agreement, upon the issuance
of the Shares, the Participant shall have all of the rights of a stockholder with respect to such Shares, including the
right to vote the Shares and, subject to and in accordance with Section 8.1(d), to receive all dividends or other
distributions paid or made with respect to the Shares.
(b)
Terms and Conditions
. Each Award Agreement shall specify the number of Shares of Restricted
Stock to which it relates, the conditions which must be satisfied in order for the restrictions on transferability set forth
in this paragraph (b) to lapse, and the circumstances under which the Award will be forfeited. During such period as
may be set by the Administrator in the Award Agreement (the “
Vesting Period
”
),
the Participant shall not be permitted
to sell, transfer, pledge, hypothecate or assign Shares of Restricted Stock awarded under the Plan except by will or
the laws of descent and distribution. The Administrator may also impose such other restrictions and conditions,
including the attainment of pre-established Performance Objectives or other corporate or individual performance
goals, on Restricted Stock as it determines in its sole discretion. The Vesting Period shall be not less than three
years,
provided
that the Vesting Period may be shorter (but not less than one year, with no installment vesting during
such first year) if vesting of the Restricted Stock is conditioned upon the attainment of pre-established Performance
Objectives or other corporate or individual performance goals. Any attempt to dispose of any Restricted Stock in
contravention of any such restrictions shall be null and void and without effect.
(c)
Delivery of Shares
. Upon the lapse of the restrictions on Shares of Restricted Stock, the
Committee shall cause a stock certificate or evidence of book entry Shares to be delivered to the Participant with
respect to such Shares of Restricted Stock, free of all restrictions hereunder.
(d)
Treatment of Dividends
. The payment to the Participant of dividends, or a specified portion thereof,
declared or paid on such Shares by the Company shall be (i) deferred until the lapsing of the restrictions imposed
upon such Shares and (ii) held by the Company for the account of the Participant until such time and shall be subject
to restrictions and risk of forfeiture to the same extent as the Restricted Stock with respect to which such dividends
are payable. The Committee shall determine whether such dividends are to be reinvested in Shares (which shall be
held as additional Shares of Restricted Stock) or held in cash. Payment of deferred dividends in respect of Shares of
Restricted Stock (whether held in cash or as additional Shares of Restricted Stock), shall be made upon the lapsing
of restrictions imposed on the Shares in respect of which the deferred dividends were paid, and any dividends
deferred in respect of any Shares of Restricted Stock shall be forfeited upon the forfeiture of such Shares.
|
B-9 / JELD-WEN PROXY STATEMENT 2025
|
(e)
Effect of Change in Control
. Any specific terms applicable to Restricted Stock in the event of a
Change in Control and not otherwise provided in the Plan shall be set forth in the applicable Award Agreement.
8.2.
Restricted Stock Unit Awards
. The Committee may grant Awards of Restricted Stock Units to Eligible
Individuals in accordance with the Plan, the terms and conditions of which shall be set forth in an Award Agreement. Each
such Award Agreement shall contain such restrictions, terms and conditions as the Committee may, in its discretion, determine.
Awards of Restricted Stock Units shall be subject to the following terms and provisions:
(a)
Payment of Awards
. Each Restricted Stock Unit shall represent the right of the Participant to
receive one Share, together with such dividends as may have accrued with respect to such Share from the time of the
grant of the Award until the time of vesting, upon vesting of the Restricted Stock Unit or on any later date specified by
the Committee, subject to a Participant’s deferral election, if any;
provided, however,
that the Committee may provide
for the settlement of Restricted Stock Units in cash equal to the Fair Market Value of the Shares that would otherwise
be delivered to the Participant (determined as of the date of the Shares would have been delivered), or a combination
of cash and Shares. The Committee may, at the time a Restricted Stock Unit is granted, provide a limitation on the
amount payable in respect of each Restricted Stock Unit.
(b)
Vesting
. No Restricted Stock Units may vest more quickly than one-third annually over three years;
provided that
the vesting period may be shorter (but not less than one year, with no installment vesting during such
first year) if vesting of the Restricted Stock Unit is conditioned upon the attainment of pre-established Performance
Objectives or other corporate or individual performance goals.
(c)
Effect of Change in Control
. Any specific terms applicable to Restricted Stock Units in the event of
a Change in Control and not otherwise provided in the Plan shall be set forth in the applicable Award Agreement.
9.
Performance Awards
9.1.
Performance Share Units
. The Committee may grant Awards of Performance Share Units to Eligible
Individuals in accordance with the Plan, the terms and conditions of which shall be set forth in an Award Agreement.
Performance Share Units shall be denominated in Shares and, contingent upon the attainment of specified Performance
Objectives within the Performance Cycle and such other vesting conditions as may be determined by the Committee (including
without limitation, a continued employment requirement following the end of the applicable Performance Cycle), represent the
right to receive payment as provided in Sections 9.1(a) and (b) of the Fair Market Value of a Share on the date the
Performance Share Unit becomes vested or any other date specified by the Committee, subject to a Participant’s deferral
election, if any. The Committee may at the time a Performance Share Unit is granted specify a maximum amount payable in
respect of a vested Performance Share Unit.
(a)
Terms and Conditions: Vesting and Forfeiture
. Each Award Agreement shall specify the number of
Performance Share Units to which it relates, the Performance Objectives and other conditions which must be satisfied
in order for the Performance Share Units to vest and the Performance Cycle within which such Performance
Objectives must be satisfied and the circumstances under which the Award will be forfeited.
(b)
Payment of Awards
. Subject to Section 9.3(c), payment to Participants in respect of vested
Performance Share Units shall be made as soon as practicable after the last day of the Performance Cycle to which
such Award relates or at such other time or times as the Committee may determine that the Award has become
vested and in a manner intended to be compliant with or exempt from Code Section 409A. Such payments may be
made entirely in Shares valued at their Fair Market Value, entirely in cash or in such combination of Shares and cash
as the Committee in its discretion shall determine at any time prior to such payment.
9.2.
Performance-Based Restricted Stock
. The Committee may grant Awards of Performance-Based Restricted
Stock to Eligible Individuals in accordance with the Plan, the terms and conditions of which shall be set forth in an Award
Agreement. Each Award Agreement may require that an appropriate legend be placed on Share certificates. With respect to
Shares in a book entry account in a Participant's name, the Committee may cause appropriate stop transfer instructions to be
delivered to the account custodian, administrator or the Company's corporate secretary as determined by the Committee in its
sole discretion. Awards of Performance-Based Restricted Stock shall be subject to the following terms and provisions:
(a)
Rights of Participant
. Performance-Based Restricted Stock shall be issued in the name of the
Participant as soon as reasonably practicable after the Award is granted or at such other time or times as the
Committee may determine;
provided, however,
that no Performance-Based Restricted Stock shall be issued until the
Participant has executed an Award Agreement evidencing the Award (which, in the case of an electronically
distributed Award Agreement, shall be deemed to have been executed by an acknowledgement of receipt or in such
other manner as the Committee may prescribe), and any other documents which the Committee may require as a
condition to the issuance of such Performance-Based Restricted Stock. At the discretion of the Committee, Shares
issued in connection with an Award of Performance-Based Restricted Stock may be held in escrow by an agent
(which may be the Company) designated by the Committee. Unless the Committee determines otherwise and as set
forth in the Award Agreement, upon issuance of the Shares, the Participant shall have all of the rights of a stockholder
with respect to such Shares, including the right to vote the Shares and to receive all dividends or other distributions
paid or made with respect to the Shares.
(b)
Terms and Conditions
. Each Award Agreement shall specify the number of Shares of Performance-
Based Restricted Stock to which it relates, the Performance Objectives and other conditions which must be satisfied
in order for the Performance-Based Restricted Stock to vest, the Performance Cycle within which such Performance
|
B-10 / JELD-WEN PROXY STATEMENT 2025
|
Objectives must be satisfied and the circumstances under which the Award will be forfeited;
provided, however,
that
no Performance Cycle for Performance-Based Restricted Stock shall be less than one (1) year (with no installment
vesting during such first year).
(c)
Treatment of Dividends
. The payment to the Participant of dividends, or a specified portion thereof,
declared or paid on Shares represented by such Award which have been issued by the Company to the Participant
shall be (i) deferred until the lapsing of the restrictions imposed upon such Performance-Based Restricted Stock and
(ii) held by the Company for the account of the Participant until such time and shall be subject to restrictions and risk
of forfeiture to the same extent as the Performance-Based Restricted Stock with respect to which such dividends are
payable. The Committee shall determine whether such dividends are to be reinvested in Shares (which shall be held
as additional Shares of Performance-Based Restricted Stock) or held in cash. Payment of deferred dividends in
respect of Shares of Performance-Based Restricted Stock (whether held in cash or in additional Shares of
Performance-Based Restricted Stock) shall be made upon the lapsing of restrictions imposed on the Performance-
Based Restricted Stock in respect of which the deferred dividends were paid, and any dividends deferred in respect
of any Performance-Based Restricted Stock shall be forfeited upon the forfeiture of such Performance-Based
Restricted Stock.
(d)
Delivery of Shares
. Upon the lapse of the restrictions on Shares of Performance-Based Restricted
Stock awarded hereunder, the Committee shall cause a stock certificate or evidence of book entry Shares to be
delivered to the Participant with respect to such Shares, free of all restrictions hereunder.
9.3.
Performance Objectives
.
(a)
Establishment
. Performance Objectives for Performance Awards may be expressed in terms of (i)
earnings per share; (ii) operating income; (iii) return on equity or assets; (iv) cash flow; (v) net cash flow; (vi) cash flow
from operations; (vii) EBITDA and/or adjusted EBITDA; (viii) revenue growth, product revenue and/or comparable
sales growth; (ix) revenue ratios; (x) cost reductions; (xi) cost ratios or margins; (xii) overall revenue or sales growth;
(xiii) expense reduction or management; (xiv) market position or market share; (xv) total shareholder return; (xvi)
return on investment; (xvii) earnings before interest and taxes (EBIT); (xviii) net income (before or after taxes); (xix)
return on assets or net assets; (xx) economic value added; (xxi) shareholder value added; (xxii) cash flow return on
investment; (xxiii) net operating profit; (xxiv) net operating profit after tax; (xxv) return on capital; (xxvi) return on
invested capital; (xxvii) customer growth; (xxviii) supply chain achievements, (xxix) financial ratios, including those
measuring liquidity, activity, profitability or leverage; (xxx) financing and other capital raising transactions; (xxxi)
strategic partnerships or transactions; or (xxxii) any combination of the foregoing; or (xxxiii) any other performance
criteria as may be established by the Committee. Performance Objectives may be in respect of the performance of
the Company, any of its Subsidiaries, any of its Divisions or any combination thereof. Performance Objectives may
be absolute or relative (to prior performance of the Company or to the performance of one or more other entities or
external indices) and may be expressed in terms of a progression within a specified range.
(b)
Effect of Certain Events
. The Committee may, at the time the Performance Objectives in respect of
a Performance Award are established, provide for the manner in which performance will be measured against the
Performance Objectives to reflect the impact of specified events, including any one or more of the following with
respect to the Performance Cycle: (i) the gain, loss, income or expense resulting from changes in accounting
principles or tax laws that become effective during the Performance Cycle; (ii) the gain, loss, income or expense
reported publicly by the Company with respect to the Performance Cycle that are extraordinary or unusual in nature
or infrequent in occurrence; (iii) the gains or losses resulting from and the direct expenses incurred in connection with,
the disposition of a business, or the sale of investments or non-core assets; (iv) the gain or loss from all or certain
claims and/or litigation and all or certain insurance recoveries relating to claims or litigation; (v) the impact of
investments or acquisitions made during the year or, to the extent provided by the Committee, any prior year; (vi)
unbudgeted currency/foreign exchange impacts; (vii) asset impairments, (viii) large severance/restructuring costs and
(ix) pension settlements. The events may relate to the Company as a whole or to any part of the Company's
business or operations, as determined by the Committee at the time the Performance Objectives are established.
Any adjustments based on the effect of certain events are to be determined in accordance with generally accepted
accounting principles and standards, unless another objective method of measurement is designated by the
Committee.
(c)
Determination of Performance
. In respect of a Performance Award, the Committee may, in its sole
discretion, (i) reduce the amount of cash paid or number of Shares to be issued or that have been issued and that
become vested or on which restrictions lapse, and/or (ii) establish rules and procedures that have the effect of limiting
the amount payable to any Participant to an amount that is less than the amount that otherwise would be payable
under an Award granted under this Section 9. The Committee may exercise such discretion in a non-uniform manner
among Participants.
(d)
Effect of Change in Control
. Any specific terms applicable to a Performance Award in the event of
a Change in Control and not otherwise provided in the Plan shall be set forth in the applicable Award Agreement.
10.
Share Awards
The Committee may grant a Share Award to any Eligible Individual on such terms and conditions as the Committee
may determine in its sole discretion (including but not limited to the provisions of Section 4.4). Share Awards may be made as
additional compensation for services rendered by the Eligible Individual or may be in lieu of cash or other compensation to
which the Eligible Individual is entitled from the Company. Any dividend payable in respect of a Share Award shall be subject to
|
B-11 / JELD-WEN PROXY STATEMENT 2025
|
vesting, restrictions and risk of forfeiture to the same extent as the Share Award with respect to which such dividends are
payable.
11.
Effect of Termination of Employment: Transferability
11.1.
Termination
. The Award Agreement evidencing the grant of each Award shall set forth the terms and
conditions applicable to such Award upon Termination, which shall be as the Committee may, in its discretion, determine at the
time the Award is granted or at any time thereafter.
11.2.
Transferability of Awards and Shares
.
(a)
Non-Transferability of Awards
. Except as set forth in Section 11.2(c) or (d) or as otherwise
permitted by the Committee and as set forth in the applicable Award Agreement, either at the time of grant or at any
time thereafter, no Award (other than Restricted Stock, Performance-Based Restricted Stock, and Share Awards with
respect to which the restrictions have lapsed) shall be (i) sold, transferred or otherwise disposed of, (ii) pledged or
otherwise hypothecated or (ii) subject to attachment, execution or levy of any kind; and any purported transfer,
pledge, hypothecation, attachment, execution or levy in violation of this Section 11.2 shall be null and void; provided
further, that any transfer of an Award that is permitted hereunder shall be for no consideration. An Option shall be
exercisable during the Participant’s lifetime only by him or her or by his or her guardian or legal representative.
(b)
Restrictions on Shares
. The Committee may impose such restrictions on any Shares acquired by a
Participant under the Plan as it may deem advisable, including, without limitation, minimum holding period
requirements, restrictions under applicable federal securities laws, restrictions under the requirements of any stock
exchange or market upon which such Shares are then listed or traded and restrictions under any blue sky or state
securities laws applicable to such Shares.
(c)
Transfers By Will or by Laws of Descent or Distribution
. Any Award may be transferred for no
consideration by will or by the laws of descent or distribution;
provided, however, that (i)
any transferred Award will be
subject to all of the same terms and conditions as provided in the Plan and the applicable Award Agreement; and (ii)
the Participant's estate or beneficiary appointed in accordance with this Section 11.2(c) will remain liable for any
withholding tax that may be imposed by any federal, state or local tax authority.
(d)
Beneficiary Designation
. To the extent permitted by applicable law, the Company may from time to
time permit each Participant to name one or more individuals (each, a “
Beneficiary
”
)
to whom any benefit under the
Plan is to be paid or who may exercise any rights of the Participant under any Award granted under the Plan in the
event of the Participant's death before he or she receives any or all of such benefit or exercises such Award. Each
such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the
Company, and will be effective only when filed by the Participant in writing with the Company during the Participant's
lifetime. In the absence of any such designation or if any such designation is not effective under applicable law as
determined by the Committee, benefits under Awards remaining unpaid at the Participant's death and rights to be
exercised following the Participant's death shall be paid to
or exercised by the Participant's estate.
12.
Adjustment upon Changes in Capitalization.
12.1.
In the event that (a) the outstanding Shares are changed into or exchanged for a different number or kind of
Shares or other stock or securities or other equity interests of the Company or another corporation or entity, whether through
merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split,
substitution or other similar corporate event or transaction or (b) there is an extraordinary dividend or distribution by the
Company in respect of its Shares or other capital stock or securities convertible into capital stock in cash, securities or other
property (any event described in (a) or (b), an “Adjustment Event”), the Committee shall determine the appropriate adjustments
to (i) the maximum number and kind of shares of stock or other securities or other equity interests as to which Awards may be
granted under the Plan, (ii) the maximum number and class of Shares or other stock or securities that may be issued upon
exercise of Incentive Stock Options, (iii) the number and kind of Shares or other securities covered by any or all outstanding
Awards that have been granted under the Plan, (iv) the Option Price of outstanding Options and the Base Price of outstanding
Stock Appreciation Rights, and (v) the Performance Objectives applicable to outstanding Performance Awards.
12.2.
Any such adjustment in the Shares or other stock or securities (a) subject to outstanding Incentive Stock
Options (including any adjustments in the exercise price) shall be made in a manner intended not to constitute a modification
as defined by Section 424(h)(3) of the Code and only to the extent otherwise permitted by Sections 422 and 424 of the Code
and (b) with respect to any Award that is not subject to Section 409A, in a manner intended not to subject the Award to Section
409A and, with respect to any Award that is subject to Section 409A, in a manner intended to comply with Section 409A.
12.3.
If, by reason of an Adjustment Event, pursuant to an Award, a Participant shall be entitled to, or shall be
entitled to exercise an Award with respect to, new, additional or different shares of stock or securities of the Company or any
other corporation, such new, additional or different shares shall thereupon be subject to all of the conditions, restrictions and
performance criteria which were applicable to the Shares subject to the Award prior to such Adjustment Event, as may be
adjusted in connection with such Adjustment Event in accordance with this Section 12.
|
B-12 / JELD-WEN PROXY STATEMENT 2025
|
13.
Effect of Certain Transactions
13.1.
Except as otherwise provided in the applicable Award Agreement, in connection with a Corporate
Transaction, either:
(a)
outstanding Awards shall, unless otherwise provided in connection with the Corporate Transaction,
continue following the Corporate Transaction and shall be adjusted if and as provided for in the agreement or plan (in
the case of a liquidation or dissolution) entered into or adopted in connection with the Corporate Transaction (the
“Transaction Agreement”), which may include, in the sole discretion of the Committee or the parties to the Corporate
Transaction, the assumption or continuation of such Awards by, or the substitution for such Awards of new awards of,
the surviving, successor or resulting entity, or a parent or subsidiary thereof, with such adjustments as to the number
and kind of shares or other securities or property subject to such new awards, exercise prices and other terms of
such new awards as the Committee or the parties to the Corporate Transaction shall agree, or
(b)
outstanding Awards shall terminate upon the consummation of the Corporate Transaction;
provided, however,
that vested Awards shall not be terminated without:
(i)
in the case of vested Options and Stock Appreciation Rights (including those Options and
Stock Appreciation Rights that would become vested upon the consummation of the Corporate Transaction),
(1) providing the holders of affected Options and Stock Appreciation Rights a period of at least fifteen (15)
calendar days prior to the date of the consummation of the Corporate Transaction to exercise the Options
and Stock Appreciation Rights, or (2) providing the holders of affected Options and Stock Appreciation
Rights payment (in cash or other consideration upon or immediately following the consummation of the
Corporate Transaction, or, to the extent permitted by Section 409A, on a deferred basis) in respect of each
Share covered by the Option or Stock Appreciation Rights being cancelled an amount equal to the excess, if
any, of the per Share price to be paid or distributed to stockholders in the Corporate Transaction (the value
of any non-cash consideration to be determined by the Committee in good faith) over the Option Price of the
Option or the Base Price of the Stock Appreciation Rights, or
(ii)
in the case of vested Awards other than Options or Stock Appreciation Rights (including
those Awards that would become vested upon the consummation of the Corporate Transaction), providing
the holders of affected Awards payment (in cash or other consideration upon or immediately following the
consummation of the Corporate Transaction, or, to the extent permitted by Section 409A, on a deferred
basis) in respect of each Share covered by the Award being cancelled of the per Share price to be paid or
distributed to stockholders in the Corporate Transaction, in each case with the value of any non-cash
consideration to be determined by the Committee in good faith.
13.2.
For the avoidance of doubt, if the amount determined pursuant to clause (b)(i)(2) above is zero or less, the
affected Option or Stock Appreciation Rights may be terminated without any payment therefor. Without limiting the generality
of the foregoing or being construed as requiring any such action, in connection with any such Corporate Transaction the
Committee may, in its sole and absolute discretion, cause any of the following actions to be taken effective upon or at any time
prior to any Corporate Transaction (and any such action may be made contingent upon the occurrence of the Corporate
Transaction):
(a)
cause any or all unvested Options and Stock Appreciation Rights to become fully vested and
immediately exercisable (as applicable) and/or provide the holders of such Options and Stock Appreciation Rights a
reasonable period of time prior to the date of the consummation of the Corporate Transaction to exercise the Options
and Stock Appreciation Rights;
(b)
with respect to unvested Options and Stock Appreciation Rights that are terminated in connection
with the Corporate Transaction, provide to the holders thereof a payment (in cash and/or other consideration) in
respect of each Share covered by the Option or Stock Appreciation Right being terminated in an amount equal to all
or a portion of the excess, if any, of the per Share price to be paid or distributed to stockholders in the Corporate
Transaction (the value of any non-cash consideration to be determined by the Committee in good faith) over the
exercise price of the Option or the Base Price of the Stock Appreciation Right, which may be paid in accordance with
the vesting schedule of the Award as set forth in the applicable Award Agreement, upon the consummation of the
Corporate Transaction or, to the extent permitted by Section 409A, at such other time or times as the Committee may
determine;
(c)
with respect to unvested Awards (other than Options or Stock Appreciation Rights) that are
terminated in connection with the Corporate Transaction, provide to the holders thereof a payment (in cash and/or
other consideration) in respect of each Share covered by the Award being terminated in an amount equal to all or a
portion of the per Share price to be paid or distributed to stockholders in the Corporate Transaction (the value of any
non-cash consideration to be determined by the Committee in good faith), which may be paid in accordance with the
vesting schedule of the Award as set forth in the applicable Award Agreement, upon the consummation of the
Corporate Transaction or, to the extent permitted by Section 409A, at such other time or times as the Committee may
determine.
(d)
For the avoidance of doubt, if the amount determined pursuant to clause (b) above is zero or less,
the affected Option or Stock Appreciation Rights may be terminated without any payment therefor.
|
B-13 / JELD-WEN PROXY STATEMENT 2025
|
13.3.
Notwithstanding anything to the contrary in this Plan or any Agreement,
(a)
the Committee may, in its sole discretion, provide in the Transaction Agreement or otherwise for
different treatment for different Awards or Awards held by different Participants and, where alternative treatment is
available for a Participant's Awards, may allow the Participant to choose which treatment shall apply to such
Participant's Awards;
(b)
any action permitted under this Section 13 may be taken without the need for the consent of any
Participant. To the extent a Corporate Transaction also constitutes an Adjustment Event and action is taken pursuant
to this Section 13 with respect to an outstanding Award, such action shall conclusively determine the treatment of
such Award in connection with such Corporate Transaction notwithstanding any provision of the Plan to the contrary
(including Section 12).
(c)
to the extent the Committee chooses to make payments to affected Participants pursuant to
Section 13.1(b)(i)(2) or (ii) or Section 13.2(b) or (c) above, any Participant who has not returned any letter of
transmittal or similar acknowledgment that the Committee requires be signed in connection with such payment within
the time period established by the Committee for returning any such letter or similar acknowledgement shall forfeit his
or her right to any payment and his or her associated Awards may be cancelled without any payment therefor.
14.
Interpretation.
14.1.
Section 16 Compliance
. The Plan is intended to comply with Rule 16b-3 promulgated under the Exchange
Act and the Committee shall interpret and administer the provisions of the Plan or any Award Agreement in a manner
consistent therewith. Any provisions inconsistent with such Rule shall be inoperative and shall not affect the validity of the
Plan.
14.2.
Compliance with Section 409A
.
(a)
All Awards granted under the Plan are intended either not to be subject to Section 409A or, if
subject to Section 409A, to be administered, operated and construed in compliance with Section 409A.
Notwithstanding this or any other provision of the Plan or any Award Agreement to the contrary, the Committee may
amend the Plan or any Award granted hereunder in any manner or take any other action that it determines, in its sole
discretion, is necessary, appropriate or advisable (including replacing any Award) to cause the Plan or any Award
granted hereunder to comply with Section 409A and all regulations and other guidance issued thereunder or to not be
subject to Section 409A. Any such action, once taken, shall be deemed to be effective from the earliest date
necessary to avoid a violation of Section 409A and shall be final, binding and conclusive on all Eligible Individuals and
other individuals having or claiming any right or interest under the Plan.
(b)
The Plan and each Award Agreement will be interpreted to the greatest extent possible in a manner
that makes the Plan and the Awards granted hereunder exempt from Section 409A, and, to the extent not so exempt,
in compliance with Section 409A. If the Committee determines that any Award granted hereunder is not exempt from
and is therefore subject to Section 409A, the Award Agreement evidencing such Award will incorporate the terms and
conditions necessary to avoid the consequences specified in Section 409A(a)( I) of the Code, and to the extent an
Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into
the Award Agreement. Notwithstanding anything to the contrary in the Plan, if the Shares are publicly traded, and if a
Participant holding an Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified
employee” for purposes of Section 409A, no distribution or payment of any amount that is due because of a
“separation from service” (as defined in Section 409A without regard to alternative definitions thereunder) will be
issued or paid before the date that is six (6) months following the date of such Participant's “separation from
service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) or, if earlier, the
date of the Participant's death, unless such distribution or payment can be made in a manner that complies with
Section 409A, and any amounts so deferred will be paid in a lump sum on the day after such six (6) month period
elapses, with the balance paid thereafter on the original schedule. Each payment provided to any Participant in
connection with an Award granted hereunder shall be considered a separate payment for purposes of Section 409A.
(c)
With respect to any Award that constitutes nonqualified deferred compensation within the meaning
of Section 409A, Termination shall mean a separation from service within the meaning of Section 409A. A Participant
shall be deemed to have terminated for all purposes of the Plan if such person is employed by or provides services to
a Subsidiary and such Subsidiary ceases to be a Subsidiary, unless the Committee determines otherwise.
(d)
Notwithstanding the foregoing, neither the Company nor the Committee shall have any obligation to
take any action to prevent the assessment of any additional tax or penalty on any Participant under Section 409A and
neither the Company nor the Committee will have any liability to any Participant for such tax or penalty.
15.
Term; Plan Termination and Amendment of the Plan; Modification of Awards.
15.1.
Term
. The Plan shall terminate on the Plan Termination Date and no Award shall be granted after that date.
The applicable terms of the Plan and any terms and conditions applicable to Awards granted prior to the Plan Termination Date
shall survive the termination of the Plan and continue to apply to such Awards.
|
B-14 / JELD-WEN PROXY STATEMENT 2025
|
15.2.
Plan Amendment or Plan Termination
. The Board may earlier terminate the Plan and the Board may at any
time and from time to time amend, modify or suspend the Plan;
provided, however, that:
(a)
except as otherwise provided in Section 14.2, no such amendment, modification, suspension or
termination shall materially and adversely alter any Awards theretofore granted under the Plan, except with the
consent of the Participant, nor shall any amendment, modification, suspension or termination deprive any Participant
of any Shares which he or she may have acquired through or as a result of the Plan; and
(b)
to the extent necessary under any applicable law, regulation or exchange requirement or as
provided in Section 3.7, no other amendment shall be effective unless approved by the stockholders of the Company
in accordance with applicable law, regulation or exchange requirement.
15.3.
Modification of Awards
. No modification of an Award shall materially and adversely alter or impair any rights
or obligations under the Award without the consent of the Participant.
16.
Non-Exclusivity of the Plan.
The
adoption of the Plan by the Board shall not be construed as amending, modifying or rescinding any previously
approved incentive arrangement or as creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the
Plan, and such arrangements may be either applicable generally or only in specific cases.
17.
Limitation of Liability.
As illustrative of the limitations of liability of the Company, but not intended to be exhaustive thereof, nothing in the Plan
shall be construed to:
(a)
give any person any right to be granted an Award other than at the sole discretion of the
Committee;
(b)
limit in any way the right of the Company or any of its Subsidiaries to terminate the employment of
or the provision of services by any person at any time;
(c)
be evidence of any agreement or understanding, express or implied, that the Company will pay any
person at any particular rate of compensation or for any particular period of time; or
(d)
be evidence of any agreement or understanding, express or implied, that the Company will employ
any person at any particular rate of compensation or for any particular period of time.
18.
Regulations and Other Approvals: Governing Law.
18.1.
Governing Law
. Except as to matters of federal law, the Plan and the rights of all persons claiming
hereunder shall be construed and determined in accordance with the laws of the State of Delaware without giving effect to
conflicts of laws principles thereof.
18.2.
Compliance with Law
.
(a)
The obligation of the Company to sell or deliver Shares with respect to Awards granted under the
Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities
laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate
by the Committee.
(b)
The Committee may make such changes as may be necessary or appropriate to comply with the
rules and regulations of any government authority or to obtain for Eligible Individuals granted Incentive Stock Options
the tax benefits under the applicable provisions of the Code and regulations promulgated thereunder.
(c)
Each grant of an Award and the issuance of Shares or other settlement of the Award is subject to
compliance with all applicable federal, state and foreign law. Further, if at any time the Committee determines, in its
discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any
securities exchange or under any federal, state or foreign law, or that the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the
issuance of Shares, no Awards shall be or shall be deemed to be granted or payment made or Shares issued, in
whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of
any conditions that are not acceptable to the Committee. Any person exercising an Option or receiving Shares in
connection with any other Award shall make such representations and agreements and furnish such information as
the Board or Committee may request to assure compliance with the foregoing or any other applicable legal
requirements.
|
B-15 / JELD-WEN PROXY STATEMENT 2025
|
18.3.
Transfers of Plan Acquired Shares
. Notwithstanding anything contained in the Plan or any Award Agreement
to the contrary, in the event that the disposition of Shares acquired pursuant to the Plan is not covered by a then current
registration statement under the Securities Act and is not otherwise exempt from such registration, such Shares shall be
restricted against transfer to the extent required by the Securities Act and Rule 144 or other regulations promulgated
thereunder. The Committee may require any individual receiving Shares pursuant to an Award granted under the Plan, as a
condition precedent to receipt of such Shares, to represent and warrant to the Company in writing that the Shares acquired by
such individual are acquired without a view to any distribution thereof and will not be sold or transferred other than pursuant to
an effective registration thereof under the Securities Act or pursuant to an exemption applicable under the Securities Act or the
rules and regulations promulgated thereunder. The certificates evidencing any of such Shares shall be appropriately amended
or have an appropriate legend placed thereon to reflect their status as restricted securities as aforesaid.
19.
Miscellaneous.
19.1.
Award Agreements
. Each Award Agreement shall either be (a) in writing in a form approved by the
Committee and executed on behalf of the Company by an officer duly authorized to act on its behalf, or (b) an electronic notice
in a form approved by the Committee and recorded by the Company (or its designee) in an electronic recordkeeping system
used for the purpose of tracking Awards as the Committee may provide. If required by the Committee, an Award Agreement
shall be executed or otherwise electronically accepted by the recipient of the Award in such form and manner as the
Committee may require. The Committee may authorize any officer of the Company to execute any or all Award Agreements
on behalf of the Company.
19.2.
Forfeiture Events; Clawback
. The Committee may specify in an Award Agreement that the Participant's
rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, clawback or
recoupment upon the occurrence of certain specified events or as required by law, in addition to any otherwise applicable
forfeiture provisions that apply to the Award. Without limiting the generality of the foregoing, any Award under the Plan shall be
subject to the terms of the Company's Incentive Compensation Clawback Policy (and any other applicable clawback or
forfeiture policies), as each may be amended from time to time.
19.3.
Multiple Agreements
. The terms of each Award may differ from other Awards granted under the Plan at the
same time or at some other time. The Committee may also grant more than one Award to a given Eligible Individual during the
term of the Plan, either in addition to or, subject to Section 3.7, in substitution for one or more Awards previously granted to
that Eligible Individual.
19.4.
Withholding of Taxes
. The Company or any of its Subsidiaries may withhold from any payment of cash or
Shares to a Participant or other Person under the Plan an amount sufficient to cover any withholding taxes which may become
required with respect to such payment or take any other action it deems necessary to satisfy any income or other tax
withholding requirements as a result of the grant, exercise, vesting or settlement of any Award under the Plan. The Company
or any of its Subsidiaries shall have the right to require the payment of any such taxes or to withhold from wages or other
amounts otherwise payable to a Participant or other Person, and require that the Participant or other Person furnish all
information deemed necessary by the Company or any of its Subsidiaries to meet any tax reporting obligation as a condition to
exercise or before making any payment or the issuance or release of any Shares pursuant to an Award. If the Participant or
other Person shall fail to make such tax payments as are required, the Company or its Subsidiaries shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant or
other Person or to take such other action as may be necessary to satisfy such withholding obligations. If specified in an Award
Agreement at the time of grant or otherwise approved by the Committee in its sole discretion, a Participant may, in satisfaction
of his or her obligation to pay withholding taxes in connection with the exercise, vesting or other settlement of an Award, elect
to (i) make a cash payment to the Company, (ii) have withheld a portion of the Shares then issuable to him or her or (iii) deliver
Shares owned by the Participant prior to the exercise, vesting or other settlement of an Award, in each case having an
aggregate Fair Market Value equal to the withholding taxes. To the extent that Shares are used to satisfy withholding
obligations of a Participant pursuant to this Section 19.4 (whether previously-owned Shares or Shares withheld from an
Award), they may only be used to satisfy the minimum tax withholding required by law (or such other amount as will not have
any adverse accounting impact as determined by the Committee).
19.5.
Disposition of ISO Shares
. If a Participant makes a disposition, within the meaning of Section 424(c) of the
Code and regulations promulgated thereunder, of any Share or Shares issued to such Participant pursuant to the exercise of
an Incentive Stock Option within the two-year period commencing on the day after the date of the grant or within the one-year
period commencing on the day after the date of transfer of such Share or Shares to the Participant pursuant to such exercise,
the Participant shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the
Company at its principal executive office.
19.6.
Plan Unfunded
. The Plan shall be unfunded. Except for reserving a sufficient number of authorized Shares
to the extent required by law to meet the requirements of the Plan, the Company shall not be required to establish any special
or separate fund or to make any other segregation of assets to assure payment of any Award granted under the Plan.
The 2017 Omnibus Equity Plan was originally adopted by the Board of Directors on January 3, 2017, approved by the
Company’s stockholders on January 20, 2017, amended and restated by the Compensation Committee on February 23, 2021,
amended and restated by the Board of Directors on February 16, 2022, and approved by the Company’s stockholders on April
28, 2022, and amended and restated by the Compensation Committee on February 5, 2025, amended and restated by the
Board of Directors on February 5, 2025, and approved by the Company’s stockholders on April 24, 2025.
|
|
|
JELD-WEN HOLDING, INC.
2645 SILVER CRESCENT DRIVE
CHARLOTTE, NC 28273, USA
|
VOTE BY INTERNET
Before The Meeting
- Go to
www.proxyvote.com
or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information
up until 11:59 p.m. Eastern Time on April 23, 2025 for shares held directly and by 11:59 p.m.
Eastern Time on April 18, 2025 for shares held in a Plan. Have your proxy card in hand when
you access the web site and follow the instructions to obtain your records and to create an
electronic voting instruction form.
During The Meeting
- Go to
www.virtualshareholdermeeting.com/JELD2025
You may attend the meeting via the Internet and vote during the meeting. Have the
information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern
Time on April 23, 2025 for shares held directly and by 11:59 p.m. Eastern Time on April 18,
2025 for shares held in a Plan. Have your proxy card in hand when you call and then follow
the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have
provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY
11717.
|
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
||
|
V32284-P01691
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
|
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
DETACH AND RETURN THIS PORTION ONLY
|
|
|
JELD-WEN HOLDING, INC.
|
For ALL
o
|
Withhold ALL
o
|
For All
Except
o
|
To withhold authority to vote for any individual
nominee(s), mark “For All Except” and write the
number(s) of the nominee(s) on the line below.
|
||||||||||
|
The Board of Directors recommends you vote FOR the
following:
|
||||||||||||||
|
1.
|
To elect ten Directors:
|
|||||||||||||
|
Nominees:
|
||||||||||||||
|
01)
|
William J. Christensen
|
06)
|
Cynthia G. Marshall
|
|||||||||||
|
02)
|
Antonella B. Franzen
|
07)
|
David G. Nord
|
|||||||||||
|
03)
|
Catherine A. Halligan
|
08)
|
Bruce M. Taten
|
|||||||||||
|
04)
|
Michael F. Hilton
|
09)
|
Roderick C. Wendt
|
|||||||||||
|
05)
|
Tracey I. Joubert
|
10)
|
Steven E. Wynne
|
|||||||||||
|
The Board of Directors recommends you vote FOR proposal 2.
|
For
|
Against
|
Abstain
|
|||||||||||
|
2.
|
To approve, by non-binding advisory vote, the compensation of our named executive officers.
|
o
|
o
|
o
|
||||||||||
|
The Board of Directors recommends you vote FOR proposal 3.
|
For
|
Against
|
Abstain
|
|||||||||||
|
3.
|
To ratify the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2025.
|
o
|
o
|
o
|
||||||||||
|
The Board of Directors recommends you vote FOR proposal 4.
|
For
|
Against
|
Abstain
|
|||||||||||
|
4.
|
To approve the amended and restated 2017 Omnibus Equity Plan.
|
o
|
o
|
o
|
||||||||||
|
NOTE:
Such other business as may properly come before the meeting or any adjournment or postponement thereof.
|
||||||||||||||
|
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give
full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full
corporate or partnership name by authorized officer.
|
||||||||||||||
|
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
Signature (Joint Owners)
|
Date
|
|||||||||||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
V32285-P01691
JELD-WEN HOLDING, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
JELD-WEN HOLDING, INC.
The undersigned hereby appoints James Hayes and Willie White as proxies and attorneys-in-fact and
hereby authorizes them to represent and vote, as provided on the reverse side of this card, all the shares
of JELD-WEN HOLDING, INC. (the “Company”) Common Stock which the undersigned is entitled to vote
and, in their discretion, to vote upon such other business as may properly come before the Annual
Meeting of Stockholders of the Company to be held on April 24, 2025 or any adjournment or
postponement thereof, with all powers which the undersigned would possess if present at the meeting.
THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS
PROXY CARD WILL BE VOTED “FOR” THE ELECTION OF ALL NOMINEES UNDER PROPOSAL 1,
“FOR” PROPOSALS 2, 3 AND 4, AND IN THE DISCRETION OF THE PROXY WITH RESPECT TO
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.
(Continued and to be marked, dated and signed, on the other side)
TABLE OF CONTENTS
Proxy SummaryCorporate Governance HighlightsBoard Skills and ExperienceESG Governance HighlightsVoting Matters and Board RecommendationsCorporate GovernanceEnvironmental, Social and Governance VisionESG GovernanceStockholder EngagementCode of Business Conduct and EthicsBoard Composition and RefreshmentBoard Leadership StructureStrategy and Risk OversightMeetings of the Board and Its CommitteesExecutive Sessions of Independent DirectorsCommunications with the BoardCommittees of the BoardCompensation Committee Interlocks and Insider ParticipationNo Hedging and No Pledging PolicyDirector and Executive Officer Stock Ownership GuidelinesBoard of DirectorsRole of the Board of DirectorsDirector Selection ProcessProposal 1: Election of Ten DirectorsMembers of the Board of DirectorsDirector Independence and Independence DeterminationsDirector Resignation PolicyDirector Compensation StructureAnnual Cash Retainer and Committee Chair FeesAnnual Equity Retainer2024 Director CompensationPolicy Regarding Certain Relationships and Related Party TransactionsSecurity Ownership of Certain Beneficial Owners and Management