Janus International Group, Inc.
For the period ended Jun 16, 2025. Filed Apr 25, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 16, 2025 · Filed Apr 25, 2025
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Contents
PROXY STATEMENT SUMMARY
Below are highlights of certain information in this proxy statement (this “Proxy Statement”). As it is only a summary, it may not contain all of the information that is important to you. For more complete information, please refer to the complete Proxy Statement and Janus’s 2024 Annual Report before you vote. References to “Janus,” the “Company,” “we,” “us” or “our” refer to Janus International Group, Inc.
2025 Annual Meeting of Shareholders
| Date and Time: | June 16, 2025, 2:00 p.m. ET |
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| Place: | Via the internet at www.virtualshareholdermeeting.com/JBI2025 |
| Record Date: | April 23, 2025 |
| Voting: | Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on. |
| Admission: | To enter the Annual Meeting via www.virtualshareholdermeeting.com/JBI2025, you will need the 16-digit control number provided in your proxy materials. |
The deadline for voting via the internet or by telephone is 11:59 p.m. ET on June 15, 2025. If you vote by mail, your proxy card must be received before the Annual Meeting.
Beneficial owners who own shares through a bank, brokerage firm, or similar organization can vote by returning the voting instruction form, or by following the instructions for voting via the internet or by telephone, as provided by the bank, brokerage firm, or similar organization. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all of your shares.
If you are a shareholder of record or a beneficial owner, you may choose to vote at the Annual Meeting. Even if you plan to attend our Annual Meeting, please cast your vote as soon as possible. For more information on voting your shares, please see the section titled “Commonly Asked Questions and Answers About the Annual Meeting.”
Electronic Delivery of Proxy Materials
As permitted under SEC rules, we are mailing a Notice of Internet Availability of Proxy Materials instead of a paper copy of these proxy materials. We believe that this process expedites receipt of our proxy materials by shareholders, while lowering the costs and reducing the environmental impact of the Annual Meeting. All shareholders will have the ability to access the proxy materials over the internet and to request a paper copy by mail or an electronic copy by e-mail by following the instructions in the notice. Shareholders who have previously requested to receive paper copies of our proxy materials will receive paper copies of the proxy materials instead of a Notice of Internet Availability.
About Janus
Headquartered in Temple, Georgia, Janus is a leading global manufacturer, supplier, and provider of turn-key self-storage, commercial, and industrial building solutions. With several U.S. and international manufacturing facilities, the Company provides facility and door automation and access control technologies, roll-up and swing doors, hallway systems, relocatable storage “MASS” (Moveable Additional Storage Structures) units, and trucking terminal renovation, remodeling, and maintenance services (among other solutions) to serve several U.S. and international locations. The Company is fundamental to its customer’s success throughout every phase of a project by providing solutions ranging from facility planning and design, construction, technology, and the restoration, rebuilding, and replacement (“R3”) of damaged or end-of-life products. Our common stock is listed and traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “JBI.”
Voting Matters and Board Recommendations
| Voting Matters | Board Recommendations | Page Reference | |
|---|---|---|---|
| Proposal 1. | Election of Directors | FOR Each Nominee | 12 |
| Proposal 2. | Ratification of the Appointment of Independent Registered Public Accounting Firm | FOR | 32 |
| Proposal 3. | To Approve, on a Non-Binding, Advisory Basis, the Compensation of our Named Executive Officers | FOR | 36 |
| Proposal 4. | Approval of an Amendment and Restatement of our Certificate of Incorporation to Declassify the Board | FOR | 61 |
| Proposal 5(a). | Approval of an Amendment and Restatement of our Certificate of Incorporation to Eliminate Supermajority Vote Requirements for Shareholders to Amend Certain Provisions of our Certificate and Bylaws and to Remove Directors | FOR | 64 |
| Proposal 5(b). | Approval of an Amendment and Restatement of our Certificate of Incorporation to Eliminate the Supermajority Vote Requirement Relating to Certain Business Opportunities | FOR | 65 |
Our Board of Directors
| Name | Class | Age | Position | Director Since | Current Term Expires | Expirationof Term For Which Nominated | Independent |
|---|---|---|---|---|---|---|---|
| Ramey Jackson | I | 52 | Chief Executive Officer and Director | 2021 | 2025 | 2028 | No |
| Xavier Gutierrez | I | 51 | Director | 2021 | 2025 | 2028 | Yes |
| Heather Harding | I | 56 | Director | 2022 | 2025 | 2028 | Yes |
| David Doll | II | 66 | Director | 2021 | 2026 | Yes | |
| Thomas Szlosek | II | 61 | Director | 2021 | 2026 | Yes | |
| Eileen M. Youds | II | 67 | Director | 2023 | 2026 | Yes | |
| Roger Fradin | III | 71 | Chair of the Board | 2021 | 2027 | Yes | |
| Tony Byerly | III | 58 | Director | 2023 | 2027 | Yes | |
| Joseph F. Hanna | III | 62 | Director | 2023 | 2027 | Yes |
Corporate Governance Highlights
We are committed to strong corporate governance practices and policies, as described below, that support effective Board leadership and prudent management practices.
| • | Robust risk oversight by the full Board and its committees. |
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| • | Annual review of key Committee charters and Corporate Governance Guidelines. The charters of each of these committees can be viewed on Janus’s investor website. |
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| • | Independent Audit, Compensation, and Nominating and Corporate Governance Committees. |
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| • | Annual Board and Committee self-evaluations. |
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| • | Limits on memberships on other public company boards of directors. |
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| • | Active recruitment of qualified, diverse director candidates. |
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| • | Oversight of our code of ethics. |
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| • | Policy concerning ongoing educational resources and opportunities related to fiduciary duties and other matters. |
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| • | Insider Trading Policy applicable to directors, executive officers, and other Company individuals, including prohibitions against short sales, hedging, margin accounts, and pledging. |
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| • | Clawback Policy provides for the recoupment of certain executive compensation in the event that the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under the securities laws. |
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| • | Separation of roles of Chair of the Board (the “Chair”) and CEO. |
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| • | Eight of our nine directors are independent, including our Chair. |
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| • | Proposed annual advisory vote to approve executive compensation. |
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| • | Director participation in Board and committee meetings during 2024 for all incumbent directors was 75% or more during the period for which each director served on the Board or each such committee during 2024. |
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| • | No poison pill. |
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| • | Whistleblowing procedures and strict non-retaliation policy. |
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| • | Meaningful stock ownership guidelines for directors and executives. |
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Executive Compensation Preview
The “Executive and Director Compensation” section of this Proxy Statement provides a discussion of our executive compensation philosophy and the pay programs applicable to our named executive officers. Our compensation program design links compensation to the performance of our business and rewards fiscal year results through our annual incentive plan and long-term performance with equity awards.
Our Named Executive Officers
Our leadership team during fiscal year 2024 included the following named executive officers (“NEOs”):
| Name | Position |
|---|---|
| Ramey Jackson | Chief Executive Officer |
| Anselm Wong | Executive Vice President and Chief Financial Officer |
| Morgan Hodges | Executive Vice President |
| Vic Nettie | Vice President of Manufacturing |
| Elliot Kahler | General Counsel and Corporate Secretary |
Forward-Looking Statements
This Proxy Statement and the cover letter contain “forward-looking statements” regarding expectations about future business and financial results, which speak only as of the date of this Proxy Statement. Although we believe that the forward-looking statements contained in this Proxy Statement are based upon reasonable assumptions, such statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results or performance of the Company to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, those described under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in our Annual Report on Form 10-K for the year ended December 28, 2024. You are cautioned not to place undue reliance on these forward-looking statements, which are not guarantees of future performance, and actual results, developments, and business decisions may differ from those contemplated by our forward-looking statements. Except as required by law, we undertake no obligation to update such statements to reflect events or circumstances arising after the date of this Proxy Statement, and we caution investors not to place undue reliance on any such forward-looking statements.
The information on our website and the materials available through it are not incorporated by reference into this Proxy Statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.