JELD-WEN Holding, Inc.
For the period ended Apr 25, 2024. Filed Mar 14, 2024.
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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.
Apr 25, 2024 · Filed Mar 14, 2024
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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
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
JELD-WEN
HOLDING, INC.
(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):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
March 14, 2024
DEAR FELLOW SHAREHOLDERS,
Thank you for your investment in JELD-WEN Holding, Inc. Our Company’s senior management team, in close collaboration with our Board of Directors, is focused on strengthening JELD-WEN’s foundation and enabling it to reach its full financial potential. To that end, we took several actions in 2023 to improve the financial performance of the business and deliver increased value to our shareholders.
To build trust with our shareholders, we are focused on consistently doing what we say. This past year we streamlined the Company, including divesting the Australasia business and using the proceeds to strengthen JELD-WEN’s balance sheet, as well as other steps to consolidate our footprint and reduce overhead. Our focus is on our two regions, North America and Europe.
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. And, although there is still more work to be done, we are making progress, with a pipeline of initiatives across the Company to unlock value.
With the work ahead of us, it’s essential to have the right team in place. We strengthened JELD-WEN’s senior leadership team by making several key leadership appointments in 2023 and in early 2024, including a 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. These leaders bring fresh perspective and deep experience that will accelerate our growth.
We continue to strengthen company governance and add fresh perspectives to the Board with the addition of Michael Hilton and Antonella Franzen as directors.
As a former CEO for a publicly traded global manufacturing company, Mike brings extensive leadership, operations and strategy development expertise to our Board. Antonella, as the CFO of a $6 billion business segment of a global industrial company, brings expertise in finance, strategic development and cultural transformation to our Board.
JELD-WEN has a stronger operational and financial base from which to grow. As JELD-WEN continues to transform and strengthen, senior leadership and the Board are committed to unlocking JELD-WEN’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 |
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Notice of 2024 Annual Meeting of Stockholders
| Date: April 25, 2024 | Time: 8:00 a.m. EDT | Location: www.virtualshareholdermeeting.com/JELD2024 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. |
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| Record Date | February 27, 2024. 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. |
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| Items of Business | • Elect ten directors to our Board of Directors • Approve an advisory resolution on the compensation of our named executive officers • Approve an advisory vote on the frequency of future advisory votes on executive compensation • Ratify PricewaterhouseCoopers LLP as our independent auditor for 2024 • 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 14, 2024. |
By Order of the Board of Directors,
James S. Hayes, Corporate Secretary
March 14, 2024
- 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, 2024 Proxy Statement, Proxy Card and 2023 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2023, are available at www.proxyvote.com.
2024 PROXY STATEMENT SUMMARY
This summary highlights information about JELD-WEN Holding, Inc. and the upcoming 2024 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 atinvestors.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 27, 2024, 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 63 for details on how to access the Annual Meeting. |
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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,” “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.
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 | |
|---|---|
| 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 Super Majority voting requirements |
| Stockholder Right to call meetings | Stockholder Right to act by written consent |
BOARD NOMINEES
BOARD SKILLS AND EXPERIENCE
CEOs and CFOs
Public Company Board Experience
Financial Experience
Business Development / M&A
Building Products Industry Experience
Marketing / E-commerce
ESG
Human Capital Management / DE&I
IT / Cybersecurity
Global Experience
Regulatory / Government Relations
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 2022 ESG report published in October 2023. 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. | SUSTAINED EXCELLENCE ANDMANUFACTURER OF THE YEAR JELD-WEN of Canada received ENERGY STAR® Canada awards for Sustained Excellence and for the 2023 Manufacturer 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. |
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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 · DIRECTORSINCE · INDEPENDENT · OTHER PUBLICCOMPANYBOARDS · COMMITTEES | |||
|---|---|---|---|
| William J. Christensen Chief Executive Officer | 51 | 2022 | None |
| Antonella B. Franzen Chief Financial Officer, Water & Protection, at Dupont | 48 | 2024 | None |
| Catherine A. Halligan Former SVP of Sales and Marketingat PowerReviews | 60 | 2022 | Audit Committee Compensation Committee |
| Michael F. Hilton Former President and Chief Executive Officer at Nordson Corporation | 69 | 2023 | Compensation Committee Governance & Nominating Committee |
| Tracey I. Joubert Chief Financial Officer of MolsonCoors Beverage Company | 57 | 2021 | Audit Committee (Chair) Compensation Committee |
| Cynthia G. Marshall Chief Executive Officer of theDallas Mavericks | 64 | 2021 | Compensation Committee Governance & Nominating Committee |
| David G. Nord, Chair Former Executive Chairman ofHubbell Incorporated | 66 | 2021 | None |
| Bruce M. Taten Attorney | 68 | 2014 | Compensation Committee (Chair) Governance & Nominating Committee |
| Roderick C. Wendt Managing Member of Spruce Street Ventures LLC | 69 | 1985 | None |
| DIRECTOR NOMINEE · AGE · DIRECTORSINCE · INDEPENDENT · OTHER PUBLICCOMPANYBOARDS · COMMITTEES | |||
|---|---|---|---|
| Steven E. Wynne Former Executive Vice President of Health Services Group (now Moda Health) | 71 | 2012 | Audit Committee Governance & Nominating Committee |
The Board recommends that you vote FOR each director nominee.
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 30.
EXECUTIVE COMPENSATION PRACTICES
During 2023, our Compensation Committee reviewed our compensation programs and practices to ensure alignment with our compensation philosophy.
| OUR COMPENSATION PRACTICES INCLUDE: | OUR COMPENSATION PRACTICES DO NOT 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 | • Hedging or Pledging Stock • Options Repricing • Excessive Perquisites for Executives • Tax Gross-Ups Including Excise Taxes in Connection with a Change in Control |
2023 EXECUTIVE COMPENSATION HIGHLIGHTS
Our compensation program is premised on apay-for-performance philosophy and places a significant percentage of NEO compensation at risk. In 2023, we compensated our NEOs as follows:
| Base Salary | A fixed, competitive component of compensation based on duties and responsibilities. | Page 33 |
|---|---|---|
| Annual Management Incentive Plan | Designed to motivate achievement of short-term performance goals by linking a portion of NEO compensation to the achievement of our operating plan. | Page 34 |
| Long-Term Incentive Plan | Designed to encourage performance that creates a strong pay-for-performance alignment of the Company’s compensation program and long-term stockholder value creation. | Page 37 |
The Board recommends that you vote FOR our“say-on-pay” proposal.
Proposal 3: Advisory vote to approve the frequency of future advisory votes on executive compensation
We are asking our stockholders to approve, on a nonbinding, advisory basis, the frequency of future votes on executive compensation.
The Board recommends that you vote Every Year for the frequency of future votes on executive compensation.
Proposal 4: Ratify the selection of our independent auditor for 2024
We are asking our stockholders to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent auditor for 2024. Information on professional services performed and fees billed or to be billed by PwC for fiscal year 2023 are presented beginning on page 56 of this Proxy Statement.
The Board recommends that you vote FOR the ratification of PwC as our independent auditor for 2024.
TABLE OF CONTENTS
| Corporate Governance | 9 |
|---|---|
| Environmental, Social and Governance Vision | 10 |
| ESG Governance | 10 |
| Stockholder Engagement | 10 |
| Code of Business Conduct and Ethics | 11 |
| Board Composition and Refreshment | 11 |
| Board Leadership Structure | 11 |
| Strategy and Risk Oversight | 12 |
| Meetings of the Board and Its Committees | 12 |
| Executive Sessions of Independent Directors | 13 |
| Communications with the Board | 13 |
| Committees of the Board | 13 |
| Compensation Committee Interlocks and Insider Participation | 14 |
| No Hedging and No Pledging Policy | 15 |
| Director and Executive Officer Stock Ownership Guidelines | 15 |
| Board of Directors | 16 |
| Role of the Board of Directors | 16 |
| Director Selection Process | 16 |
| Proposal 1: Election of Ten Directors | 17 |
| Members of the Board of Directors | 19 |
| Director Independence and Independence Determinations | 24 |
| Director Resignation Policy | 24 |
| Director Compensation Structure | 24 |
| Annual Cash Retainer and Committee Chair Fees | 24 |
| Annual Equity Retainer | 25 |
| 2023 Director Compensation | 25 |
| Policy Regarding Certain Relationships and Related Party Transactions | 26 |
| Security Ownership of Certain Beneficial Owners and Management | 27 |
| Compensation of Executive Officers | 30 |
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| Compensation Discussion and Analysis | 30 |
| Section 1—Compensation Objectives and Philosophy | 31 |
| Section 2—Compensation Program Design and Decisions | 33 |
| Section 3—Other Compensation Information | 39 |
| Compensation Committee Report | 39 |
| Section 4—2023 Compensation Tables | 40 |
| Summary Compensation Table | 40 |
| Grants of Plan-Based Awards | 42 |
| Outstanding Equity Awards at Fiscal Year-End | 43 |
| Options Exercised and Stock Vested | 44 |
| Employment Agreements | 45 |
| Deferred Compensation for 2023 | 45 |
| Potential Payments Upon Termination or Change in Control | 46 |
| Pay Versus Performance Disclosure | 49 |
| CEO Pay Ratio Disclosure | 53 |
| Proposal 2: Advisory Vote to Approve Compensation of NEOs | 54 |
| Proposal 3: Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive Compensation | 55 |
| Audit Committee Matters | 56 |
| Independent Auditor’s Fees and Services | 56 |
| Audit Committee Pre-Approval of Audit and Non-Audit Related Services of Independent Auditor | 56 |
| Report of the Audit Committee of the Board | 56 |
| Proposal 4: Ratification of Selection of Independent Auditor for 2024 | 59 |
| Information About the Annual Meeting and Voting | 60 |
| Questions and Answers about the Annual Meeting | 60 |
| Appendix A: Reconciliation of Non-GAAP Financial Measures | A-1 |
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 25, 2024
CORPORATE GOVERNANCE ATJELD-WEN
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.