JELD-WEN Holding, Inc.
For the period ended Apr 22, 2026. Filed Mar 12, 2026.
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Apr 22, 2026 · Filed Mar 12, 2026
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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 12, 2026
DEAR FELLOW SHAREHOLDERS,
Thank you for your continued investment in JELD-WEN Holding, Inc.
Our senior leadership team, working closely with our Board of Directors,
remains focused on strengthening the Company's foundation, building
trust with our shareholders and positioning JELD-WEN to deliver its full
financial potential.
Over the past year, JELD-WEN made meaningful progress strengthening the business in a challenging market
environment. Persistent headwinds and continued price-cost pressures weighed on results, yet the organization remained
disciplined and focused on safety, quality and on-time delivery. We took decisive actions to better align the business with
market realities, reinforced operational rigor and enhanced execution, while keeping our customers at the center of our
efforts. We continue to sharpen our focus on a values-based culture underpinned with safety, operational excellence and
continuous improvement. As our long-term strategy evolves, we remain focused on improving profitability, strengthening
cash generation and maintaining financial flexibility.
We continue to invest in leadership and capabilities critical to JELD-WEN’s success, including the appointment of Rachael
Elliott as Executive Vice President, North America. Enhancements to our senior leadership team have strengthened
execution, reinforced our customer focus and supported key initiatives that improve quality, performance and customer
experience.
As we look ahead, the senior leadership team with the support of the Board is focused on building a more resilient business
and committed to creating sustainable, long-term value for all stakeholders.
On behalf of the Board of Directors and the senior leadership team, thank you for your continued confidence in and
commitment to JELD-WEN.
Sincerely,
David G. Nord
Chair, Board of Directors
William J. Christensen
Chief Executive Officer
NOTICE OF 2026 ANNUAL
MEETING OF STOCKHOLDERS
| Date:April 22, 2026 | Time:8:00 a.m. ET | Location:www.virtualshareholdermeeting.com/JELD2026To 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 23, 2026. 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 2026 •Approve the 2026 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 12, 2026. |
By Order of the Board of Directors,
James S. Hayes, Corporate Secretary
March 12, 2026
*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, 2026 Proxy Statement, Proxy Card and 2025 Annual Report, which includes our Annual Report
on Form 10-K for the year ended December 31, 2025, are available atwww.proxyvote.com.
TABLE OF CONTENTS
| Proxy Summary | 1 |
|---|---|
| Voting Matters and Board Recommendations | 2 |
| Corporate Governance Highlights | 5 |
| Sustainability Highlights | 5 |
| Corporate Governance | 6 |
| Sustainability Vision | 7 |
| Sustainability 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 | 10 |
| Compensation Committee Interlocks and Insider Participation | 12 |
| Securities Trading and Disclosure Policy | 13 |
| 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 |
| 2025 Director Compensation | 28 |
| Policy Regarding Certain Relationships and Related Party Transactions | 28 |
| Security Ownership of Certain Beneficial Owners and Management | 29 |
| Compensation of Executive Officers | 31 |
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| Compensation Discussion and Analysis | 31 |
| Section 1—Compensation Objectives and Philosophy | 32 |
| Section 2—Compensation Program Design and Decisions | 34 |
| Section 3—Other Compensation Information | 43 |
| Compensation Committee Report | 43 |
| Section 4—2025 Compensation Tables | 44 |
| Summary Compensation Table | 44 |
| Grants of Plan-Based Awards | 46 |
| Outstanding Equity Awards at Fiscal Year-End | 47 |
| Option Exercises and Stock Vested | 49 |
| Employment Agreements | 49 |
| Deferred Compensation for 2025 | 50 |
| Potential Payments Upon Termination or Change in Control | 50 |
| Pay Versus Performance Disclosure | 53 |
| CEO Pay Ratio Disclosure | 57 |
| Proposal 2: Advisory Vote to Approve Compensation of NEOs | 58 |
| Audit Committee Matters | 59 |
| Independent Auditor’s Fees and Services | 59 |
| Audit Committee Pre-Approval of Audit and Non-Audit Related Services of Independent Auditor | 59 |
| Report of the Audit Committee of the Board | 59 |
| Proposal 3: Ratification of Selection of Independent Auditor for 2026 | 61 |
| Proposal 4: Approve the 2026 Omnibus Equity Plan | 62 |
| 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: 2026 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.