JELD-WEN Holding, Inc.

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, none of which is dispositive or individually weighted, 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.

The following table shows the 2023 annual base salary amounts for each of our NEOs:

(1) Mr. Craven is no longer with the Company.

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 ofpre-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:

The Committee established the 2023 MIP opportunity for each of our NEOs, expressed as a percentage of base salary, as follows:

COMPANY PERFORMANCE METRICS

Pursuant to our MIP, the Committee established Company performance goals (the “Company Performance Metrics”) based on two financial measures under our 2023 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. For MIP purposes, the Committee uses Operating Cash Flow as reported, as may be further adjusted for discrete items at the Committee’s sole discretion in accordance with the terms of the MIP. For 2023, the Company Performance Metrics apply to our executives with global functional responsibilities, including Messrs. Christensen, Hayes, Lilly and Leon and Ms. 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. For 2023, in addition to the overall Company Performance Metric, the Committee established the Regional Performance Metrics based on three measurements under our 2023 operating plan with the following weighting:

For MIP purposes, the Committee uses revenue as reported for the region, excluding the impact of acquisitions during the plan year, as may be further adjusted for discrete items at the Committee’s sole discretion. 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. The Committee uses Free Cash Flow as reported for the region, excluding the impact of acquisitions during the plan year, as may be further adjusted for discrete items at the Committee’s sole discretion.

2023 MIP RESULTS

The 2023 MIP Company and Regional Performance Metrics established by the Committee, and applicable to our NEOs, are set forth in the table below.

The results of the Company’s 2023 financial performance were measured against thesepre-established performance goals that were set in February 2023 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 2023, the Company’s Adjusted EBITDA for MIP purposes was $452 million (as reported Adjusted EBITDA, adjusted to reflect the impact from the sale of our Australasia business in July 2023) and Operating Cash Flow for MIP purposes was $389 million (as reported Operating Cash Flow, adjusted to reflect the impact from the sale of our Australasia business in July 2023). Based on these results, the Company Performance Metrics yielded a maximum MIP payout of 200% of target. For North America, the Company reported $3,123 million in revenue, $382 million in Adjusted EBITDA and $374 million in Free Cash Flow. For Europe, the Company reported€1,099 million in revenue,€76 million in Adjusted EBITDA and€59 million in Free Cash Flow. Based on these results, the Regional Performance Metrics yielded a MIP payout of 200% of target for North America and 169% of target for Europe.

The Committee awarded 2023 MIP bonuses to our NEOs as follows:

(1) Mr. Craven is no longer with the Company and was not entitled to a bonus payout under the 2023 MIP.

Long-Term Incentive Plan

PRE-IPO STOCK INCENTIVE PLAN

We believe that long-term equity incentives are important to ensure that the interests of management remain aligned with those of our stockholders. Key management employees, including certain of our NEOs, were granted equity awards under ourpre-IPO Amended and Restated Stock Incentive Plan (the “Stock Incentive Plan”), which was approved by our Board and our stockholders in 2011. As a private company, the Board generally granted equity awards under the Stock Incentive Plan only in connection with commencement of employment or significant changes in management responsibilities. From time to time, at the discretion of the Committee, equity awards were also made to recognize performance and to assist with the retention of key members of our management team, including certain of our NEOs. Effective upon our IPO, equity awards are no longer made under the Stock 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 stock option and restricted stock unit (“RSU”) awards to eligible employees, and performance share units (“PSUs”) to our senior managers, 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 overallpay-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 generally consistent with those that applied to stock options granted under the Stock Incentive Plan; and for awards made after 2020, stock options continue to vest in the event of death, disability or retirement. 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, disability or retirement.

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 2021, the number of shares that vest is determined by performance againstpre-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. The three-year ROIC was below threshold level of 11% resulting in no payout under the ROIC metric. TSR relative to the Russell 3000 index for the three-year award period was at the 28 th percentile, slightly above threshold performance of the 25 th percentile. As a result, the PSU awards granted on February 23, 2021 vested at 28.6% of the target. Mr. Lilly was the only NEO that held outstanding PSUs granted on February 23, 2021.

Annual 2023 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 strongpay-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 data provided by the Company’s compensation consultant and, in part, the recommendation of our CEO.

In February 2023, 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 2023 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 2023 through 2025. Accordingly, the Committee approved 2023 LTIP Awards to our NEOs valued as set forth below.

(1) All stock options have a strike price of $13.29 (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 14, 2023) 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 14, 2023).

(3) Value of PSUs issued at target. PSUs vest in a range of 0-150% of target on February 14, 2025, which is the third anniversary of the date of grant. The number of shares that vest will be determined by performance againstpre-set three-year performance targets on ROIC and TSR relative to the Russell 3000 Index, each weighted 50%.

(4) Mr. Christensen was granted PSUs only on February 14, 2023. He was granted RSUs and stock options in connection with his promotion to CEO in December 2022.

(5) Mr. Leon joined the Company in March 2023 and did not receive an equity grant in February 2023.

(6) Mr. Craven forfeited his 2023 equity grants in connection with his termination of employment on July 31, 2023.

Other 2023 Long-Term Incentive Equity Awards

In connection with new hires and promotions, the Committee approved certain 2023 LTIP Awards to our NEOs. On March 27, 2023, the Committee awarded to Mr. Leon an RSU grant with a grant date value of $1,221,000 in connection with his hire as Senior Vice President and Chief Accounting Officer. The award is scheduled to vest 50% on the second and third anniversaries of the date of grant. On June 1, 2023, the Committee awarded to Mr. Hayes (i) PSUs with a grant date value of $199,998 at target scheduled to vest in a range of 0-150% of target on the third anniversary of the date of grant subject topre-determined performance targets set by the Committee and (ii) stock options with a grant date value of $199,993, which will vest ratably on each of the first three anniversaries of the date of grant with an expiration on the tenth anniversary of the date of grant.

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.

Perquisites

Certain NEOs received allowances for moving and relocation, as disclosed in the “Summary Compensation Table.”