JELD-WEN Holding Inc
For the period ended Apr 24, 2025. Filed Mar 13, 2025.
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Apr 24, 2025 · Filed Mar 13, 2025
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Cover page
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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 Registrantx
Filed by a Party other than the Registranto
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 |
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| 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 |
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
NOTICE OF 2025 ANNUAL
MEETING OF STOCKHOLDERS
| Date:April 24, 2025 | Time:8:00 a.m. ET | Location:www.virtualshareholdermeeting.com/JELD2025To 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 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. |
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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•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 atwww.proxyvote.com.
TABLE OF CONTENTS
| Proxy Summary | 1 |
|---|---|
| Corporate Governance Highlights | 2 |
| Board Skills and Experience | 3 |
| ESG Governance Highlights | 3 |
| Voting Matters and Board Recommendations | 4 |
| Corporate Governance | 6 |
| Environmental, Social and Governance Vision | 7 |
| ESG Governance | 7 |
| Stockholder Engagement | 7 |
| Code of Business Conduct and Ethics | 8 |
| Board Composition and Refreshment | 8 |
| Board Leadership Structure | 9 |
| Strategy and Risk Oversight | 9 |
| Meetings of the Board and Its Committees | 10 |
| Executive Sessions of Independent Directors | 10 |
| Communications with the Board | 10 |
| Committees of the Board | 11 |
| Compensation Committee Interlocks and Insider Participation | 12 |
| No Hedging and No Pledging Policy | 12 |
| Director and Executive Officer Stock Ownership Guidelines | 13 |
| Board of Directors | 14 |
| Role of the Board of Directors | 14 |
| Director Selection Process | 14 |
| Proposal 1: Election of Ten Directors | 15 |
| Members of the Board of Directors | 17 |
| Director Independence and Independence Determinations | 27 |
| Director Resignation Policy | 27 |
| Director Compensation Structure | 27 |
| Annual Cash Retainer and Committee Chair Fees | 27 |
| Annual Equity Retainer | 28 |
| 2024 Director Compensation | 28 |
| Policy Regarding Certain Relationships and Related Party Transactions | 29 |
| Security Ownership of Certain Beneficial Owners and Management | 30 |
| Compensation of Executive Officers | 32 |
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| Compensation Discussion and Analysis | 32 |
| Section 1—Compensation Objectives and Philosophy | 33 |
| Section 2—Compensation Program Design and Decisions | 35 |
| Section 3—Other Compensation Information | 42 |
| Compensation Committee Report | 42 |
| Section 4—2024 Compensation Tables | 43 |
| Summary Compensation Table | 43 |
| Grants of Plan-Based Awards | 45 |
| Outstanding Equity Awards at Fiscal Year-End | 46 |
| Options Exercised and Stock Vested | 48 |
| Employment Agreements | 48 |
| Deferred Compensation for 2024 | 49 |
| Potential Payments Upon Termination or Change in Control | 49 |
| Pay Versus Performance Disclosure | 52 |
| CEO Pay Ratio Disclosure | 56 |
| Proposal 2: Advisory Vote to Approve Compensation of NEOs | 57 |
| Audit Committee Matters | 58 |
| Independent Auditor’s Fees and Services | 58 |
| Audit Committee Pre-Approval of Audit and Non-Audit Related Services of Independent Auditor | 58 |
| Report of the Audit Committee of the Board | 58 |
| Proposal 3: Ratification of Selection of Independent Auditor for 2025 | 60 |
| Other Proposal | 67 |
| Proposal 4: Approve Amended Restated 2017 Omnibus Equity Plan | 67 |
| Information About the Annual Meeting and Voting | 72 |
| Questions and Answers about the Annual Meeting | 72 |
| Appendix A: Reconciliation of Non-GAAP Financial Measures | A-1 |
| Appendix B: Amended and Restated 2017 Omnibus Equity Plan | B-1 |
| PROXYSUMMARY | CORPORATEGOVERNANCE | BOARD OF DIRECTORS | COMPENSATIONOF EXECUTIVE OFFICERS | AUDITCOMMITTEEMATTERS | OTHER PROPOSAL | ANNUALMEETING ANDVOTING INFO |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.