DEF 14A: JELD-WEN Holding, Inc. Announces Details for 2024 Annual Meeting of Stockholders

Sentiment:

Proxy Statement 14 March 2024 4:15 PM

JELD-WEN Holding, Inc. has released its proxy statement for the 2024 Annual Meeting of Stockholders, outlining key proposals and corporate governance updates.

Summary

JELD-WEN Holding, Inc. has announced its 2024 Annual Meeting of Stockholders to be held virtually on April 25, 2024.
The proxy statement details the items of business, including the election of ten directors, an advisory vote on executive compensation, a vote on the frequency of future executive compensation votes, and the ratification of PricewaterhouseCoopers LLP as the independent auditor for 2024.
The company highlights its commitment to corporate governance, ESG, and stakeholder engagement.
Key leadership appointments were made in 2023 and early 2024, including a new general counsel, chief human resources officer, and chief digital and information officer.
The Board of Directors recommends voting for all director nominees, the advisory resolution on executive compensation, holding advisory votes on executive compensation every year, and the ratification of PricewaterhouseCoopers LLP.
The proxy statement includes information on director and executive compensation, security ownership, and related party transactions.
The company's executive compensation program is designed to reward long-term growth and profitability, attract and retain world-class talent, pay for performance, and avoid incentivizing undue risk.
The Compensation Committee awarded 2023 MIP bonuses to our NEOs at 200% of target.
The company's CEO pay ratio is approximately 108:1.
The company's 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.

Sentiment

Score: 7

Explanation: The document presents a positive outlook on the company's future, highlighting its commitment to corporate governance, ESG, and stakeholder engagement. The company has also made key leadership appointments and is focused on strengthening its foundation and enabling it to reach its full financial potential.

Positives

The company is focused on strengthening its foundation and enabling it to reach its full financial potential.
The company streamlined the company, including divesting the Australasia business and using the proceeds to strengthen JELD-WENs balance sheet.
The company strengthened JELD-WENs senior leadership team by making several key leadership appointments in 2023 and in early 2024.
The company continues to strengthen company governance and add fresh perspectives to the Board with the addition of Michael Hilton and Antonella Franzen as directors.
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, representing 40% of the board, exceeding the national average.
JELD-WEN of Canada received ENERGY STAR Canada awards for Sustained Excellence and for the 2023 Manufacturer of the Year in Windows and Doors.
JELD-WEN was recognized by Newsweek as one of Americas Most Trustworthy Companies for our commitment to our customers, associates and investors.
The company's executive compensation program is premised on a pay-for-performance philosophy and places a significant percentage of NEO compensation at risk.
The Compensation Committee awarded 2023 MIP bonuses to our NEOs at 200% of target.

Negatives

Europe revenue was 1,099 million, below the target of 1,184.5 million.
Europe Adjusted EBITDA was 76 million, above the target of 66.2 million.
Europe Free Cash Flow was 59 million, above the target of 40.2 million.

Risks

The 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.
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.

Future Outlook

The company is committed to unlocking JELD-WEN's full potential for all stakeholders and managing for the long term to ensure JELD-WEN will be a thriving leader in the industry.

Management Comments

Our Company's senior management team, in close collaboration with our Board of Directors, is focused on strengthening JELD-WENs foundation and enabling it to reach its full financial potential.
We are strengthening the foundation of our business by delivering on our promises, through transparency and accountability.
We are taking our commitments seriously and are delivering on what we said we would do.
We are managing for the long term, by taking actions now that ensure JELD-WEN will be a thriving leader in our industry.

Industry Context

The document highlights JELD-WEN's position within the building products industry, referencing competitors and peers used for compensation benchmarking. It also touches on broader trends like ESG and sustainability, which are increasingly important in the manufacturing sector.

Comparison to Industry Standards

The company benchmarks executive compensation against a peer group of 18 companies, including A.O. Smith Corporation, Mohawk Industries, Inc., and Fortune Brands Innovations, Inc.
The company's director nominees include four women, representing 40% of the board, exceeding the national average.

Management Changes

Role	New Person	Effective Date	Reason
New general counsel, chief human resources officer and chief digital and information officer, along with new leaders for Europe and North America Doors and Distribution	New leaders	2023 and in early 2024	To bring fresh perspective and deep experience that will accelerate our growth.
Director	Michael Hilton	2023	To bring extensive leadership, operations and strategy development expertise to our Board.
Director	Antonella Franzen	2024	To bring expertise in finance, strategic development and cultural transformation to our Board.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Director Resignation Policy	Policy for directors elected by less than a majority	N/A	N/A
Mandatory Retirement	Mandatory Retirement age limit for non-employee directors	N/A	N/A
Governance Policies	Governance Policies on clawback, anti-hedging and anti-pledging	N/A	N/A
Annual Self-Evaluations	Annual Self-Evaluations of Board and committees	N/A	N/A
Independent Chair	Independent Chair with clear duties and responsibilities	N/A	N/A
Executive Sessions	Executive Sessions of independent directors at all Board and committee meetings	N/A	N/A
Majority Independent Directors	Majority Independent Directors and fully independent board committees	N/A	N/A
Stock Ownership Requirements	Stock Ownership Requirements for directors and executives	N/A	N/A
Annual Elections	Annual Elections of all directors	N/A	N/A
No Super Majority	No Super Majority voting requirements	N/A	N/A
Stockholder Right	Stockholder Right to call meetings	N/A	N/A
Stockholder Right	Stockholder Right to act by written consent	N/A	N/A

Related Party Transactions

On December 14, 2023, JELD-WEN, Inc., a subsidiary of the Company (JW, Inc.), entered into a Membership Interest Purchase Agreement with Spruce Street Ventures LLC (Spruce Street) and Harbor Isles, LLC, a subsidiary of JW, Inc. (Harbor Isles), in which Spruce Street acquired all the issued and outstanding membership interests of Harbor Isles, which owns certain real property in Klamath Falls, Oregon, for a purchase price of $4,000,000 (the Harbor Isles Transaction).
Roderick Wendt, a current director of the Company, is a managing member of Spruce Street.
The disinterested members of the Governance and Nominating Committee reviewed the related party transaction in accordance with the Companys Related Party Transaction Policy and voted to approve the Harbor Isles Transaction.

Stakeholder Impact

The company is committed to unlocking JELD-WEN's full potential for all stakeholders.
The company was recognized by Newsweek as one of Americas Most Trustworthy Companies for our commitment to our customers, associates and investors.

Next Steps

Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
The company will hold its Annual Meeting of Stockholders on April 25, 2024.
The Board will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.

Key Dates

Date	Description
1985	Roderick C. Wendt became a director.
2000	PwC has been JELD-WEN’s auditor since 2000.
2011	Pre-IPO Amended and Restated Stock Incentive Plan approved.
2012	Steven E. Wynne became a director.
2014	Bruce M. Taten became a director.
2017	Initial Public Offering (IPO) and adoption of Omnibus Equity Plan.
2018	Committee introduced PSUs as a component of executive compensation.
February 23, 2021	PSU awards granted.
2021	Tracey I. Joubert, Cynthia G. Marshall, and David G. Nord became directors.
August 2022	Board separated the roles of CEO and Chair.
2022	William J. Christensen became a director.
2023	Michael F. Hilton became a director.
February 27, 2024	Record date for the Annual Meeting.
March 14, 2024	Expected mailing date of proxy materials.
April 25, 2024	Date of the 2024 Annual Meeting of Stockholders.

Keywords

proxy statement, annual meeting, corporate governance, executive compensation, board of directors, ESG, sustainability, independent auditor, PricewaterhouseCoopers, director election, stockholders

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