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.    )

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☐		Preliminary Proxy Statement
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☒		Definitive Proxy Statement
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☐		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 18, 2022

DEAR FELLOW STOCKHOLDERS,

First, we would like to thank you for your investment in JELD-WEN Holding, Inc. We are pleased and proud to report that your company is strong and growing. Over the past year, we have made great strides in our financial performance, in improved operations and also in sustainability and governance as we aspire to be known as a great company. Despite the challenges that faced businesses around the world, JELD-WEN had record revenue and core revenue growth, setting the foundation for continued growth in 2022 and beyond. Customer demand is strong in each segment of our business, orders remain healthy and we are executing operational improvement initiatives across our global footprint.

 

 

		JELD-WEN PROXY STATEMENT 2022

 

		JELD-WEN PROXY STATEMENT 2022

 

JELD-WEN HOLDING, INC.

Notice of 2022 Annual Meeting of Stockholders

 

Date: April 28, 2022		Time: 7 a.m. Eastern Time		Location: www.virtualshareholdermeeting.com/JELD2022   For the safety of all of our people and 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.

 

Record Date		March 1, 2022. 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.
Items of Business		•   Elect eight 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 2022 •   Approve an amendment to our Amended and Restated Certificate of Incorporation to remove the waiver of corporate opportunities that may be available to our former sponsor and is no longer applicable •   Approve an amendment to our 2017 Omnibus Equity Plan to increase the number of shares available for issuance by 2,400,000 shares •   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 18, 2022.

By Order of the Board of Directors,

James S. Hayes, Corporate Secretary

March 18, 2022

* 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, 2022 Proxy Statement, Proxy Card and 2021 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2021, are available at www.proxyvote.com.

 

		JELD-WEN PROXY STATEMENT 2022

 

2022 PROXY STATEMENT SUMMARY

This summary highlights information about JELD-WEN Holding, Inc. and the upcoming 2022 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 at investors.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 March 1, 2022, 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 59 for details on how to access the Annual Meeting.

 

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. Enroll in paperless delivery and we will plant a tree on your behalf.

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 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

 

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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.

 

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BOARD SKILLS AND EXPERIENCE

 

ESG GOVERNANCE HIGHLIGHTS

Our inaugural ESG report in 2021 was an important step towards increasing visibility. We will continue to build integrated sustainability reporting systems and develop standardized processes to enable consistent measurement of our ESG progress across our global footprint. We continue to pursue high standards for transparency and reporting, grounded in validated and robust external sources.

 

ISSUED INAUGURAL ESG REPORT IN 2021

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 Board of Directors includes three female directors, or over 30% female representation, exceeding the national average.

RECOGNIZED FOR CORPORATE CULTURE   JELD-WEN is proud to accept the Excellence in Corporate Culture Impact Award, which reinforces our commitment to creating a premier values-driven organization.

 

 

 

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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 21.

EXECUTIVE COMPENSATION PRACTICES

During 2021, 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

2021 EXECUTIVE COMPENSATION HIGHLIGHTS

Our compensation program is premised on a pay-for-performance philosophy and places a significant percentage of NEO compensation at risk. In 2021, we compensated our NEOs as follows:

 

Base Salary		A fixed, competitive component of compensation based on duties and responsibilities.		Page 24
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 24
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 28

The Board recommends that you vote FOR our “say-on-pay” proposal.

 

Proposal 3: Ratify the selection of independent auditor

We are asking our stockholders to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent auditor for 2022. Information on professional services performed and fees billed by PwC are presented beginning on page 42 of this Proxy Statement.

The Board recommends that you vote FOR the ratification of PwC as our independent auditors for 2022.

 

Proposal 4: Approve amendment to the charter

We are asking stockholders to approve the proposed amendment to our Amended and Restated Certificate of Incorporation (our “Charter”). The amendment relates to the waiver of corporate opportunities that may be available to our former sponsor, Onex Corporation and its affiliates (“Onex”), and is no longer applicable.

The Board recommends that you vote FOR the amendment to our Charter.

 

Proposal 5: Approve amendment to the omnibus equity plan

We are asking stockholders to approve the proposed amendment to our 2017 Omnibus Equity Plan (the “Omnibus Equity Plan”) to increase the number of shares available for issuance by 2,400,000 shares.

The Board recommends that you vote FOR the amendment to our Omnibus Equity Plan.

 

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PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 28, 2022

CORPORATE GOVERNANCE AT JELD-WEN

Corporate Governance

We believe that good corporate governance helps to ensure that the Company is managed for the long-term benefit of our stockholders. We regularly review and consider our corporate governance policies and practices, taking into account the Securities and Exchange Commission’s (the “SEC”) corporate governance rules and regulations, the corporate governance standards of the New York Stock Exchange (the “NYSE”) and stockholder feedback.

We have adopted the JELD-WEN Holding, Inc. Board Guidelines on Corporate Governance Matters (the “Corporate Governance Guidelines”), which provide a framework for the governance of the Company as a whole and describe the principles and practices that the Board follows in carrying out its responsibilities. Our Corporate Governance Guidelines address, among other things:

 

•

The composition, structure and policies of the Board and its committees;

•

Director qualification standards;

•

Expectations and responsibilities of directors;

•

Management succession planning;

•

The evaluation of Board performance;

•

Principles of Board compensation; and

•

Communications with stockholders and independent directors.

Our Corporate Governance Guidelines further require that the Board, acting through the Governance and Nominating Committee (as described below), conduct a self-evaluation at least annually to determine whether it and its committees are functioning effectively. In addition, our Corporate Governance Guidelines require that each committee conduct an annual self-evaluation to assess its compliance with the requirements of its charter and the Corporate Governance Guidelines, as well as ways in which committee processes and effectiveness may be enhanced.

Our Corporate Governance Guidelines are posted in the Governance section of our website at investors.jeld-wen.com. Our Governance and Nominating Committee reviews the Corporate Governance Guidelines at least annually to ensure that they effectively promote the best interests of both the Company and our stockholders and that they comply with all applicable laws, regulations and the corporate governance standards of the NYSE.

 

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Environmental, Social and Governance (“ESG”) Vision

We believe a great company is one that associates want to work for, customers want to buy from and investors want to invest in. Great companies are also driven by core values. As we strive to be recognized as a great company, we act with integrity, invest in people, inspire through innovation, deliver on our promises and improve every day. At JELD-WEN, it is our responsibility to be environmental stewards and provide sustainable and innovative solutions that benefit our customers, our communities and the planet. We communicate these values to associates worldwide and our values are integral to sustainable company performance and impact. Our ongoing commitment to sustainability is found throughout our company – from the efficient use of recycled materials to building long-lasting, energy-saving products, from lean manufacturing to operating close to markets to minimize fuel consumption and greenhouse gas emissions. We will deliver on our commitments while providing our associates a safe, diverse and inclusive place to work. To learn more about ESG ambitions and practices, see our 2021 ESG Report available at https://www.jeld-wen.com/en-us/esg-2021.

ESG Governance

 

Board of Directors   The Board of Directors has oversight responsibility for ESG matters and is committed to the Company’s ESG vision, which benefits the Company’s stakeholders.
Governance and Nominating Committee   The Governance and Nominating Committee provides principal oversight of ESG matters at the board level and enables the Board of Directors to take action when required.   Additionally, other Board committees focus on specific components of our ESG initiatives. Our Compensation and Audit Committees are responsible for holding the Company and its executives accountable for its ESG commitments by tying ESG goals to executive compensation.
Our CEO and other Executive Sponsors   Executive leadership is responsible for implementing the Company’s ESG vision, with business leaders across our global footprint driving the Company’s ESG efforts.
The ESG Team   The ESG team is led by the Company’s Vice President of Social Governance and Sustainability, manages the Company’s ESG initiatives, and reports to our senior executives on the Company’s ESG progress.				The ESG Executive Steering Committee   The ESG Executive Steering Committee supports the Company’s ongoing commitment to ESG matters and ensures alignment with the Company’s business strategy. This Committee is comprised of executive leaders across the Company’s business and functions.   The Vice President of Social Governance and Sustainability chairs the committee, which meets at least once a quarter.

 

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Stockholder Engagement

We are committed to effective corporate governance that is designed to promote the long-term interests of our stockholders. We proactively engage with stockholders and other stakeholders throughout the year to learn more about their perspectives on significant issues, including company performance and strategy, corporate governance and ESG matters. This engagement helps us better understand stockholder priorities, gives us an opportunity to elaborate upon our initiatives and practices, and fosters constructive dialogue. Our senior management and investor relations teams maintain regular contact with a broad base of investors through quarterly earnings calls, investor conferences and roundtables, and individual meetings. We take feedback and insights from our engagement with stockholders and other stakeholders into consideration as we review and evolve our practices and disclosures, and share this feedback with our Board, as appropriate.

 

 

Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics is applicable to all of our directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and associates. Our Code of Business Conduct is available in the Governance section of our website at investors.jeld-wen.com. If we amend or waive certain provisions of the Code of Business Conduct applicable to our principal executive officer, principal financial officer or principal accounting officer in a manner that requires disclosure under applicable SEC rules, we intend to disclose those actions on our website.

Board Composition and Refreshment

The Board seeks input from each of its directors at least annually, with respect to the current composition of the Board to reflect changes in the Company’s current and future business strategies. Our Board strives to have a good balance of experienced and new directors to ensure a diversity of viewpoints while also maintaining institutional knowledge at the Board level. In 2021, we added three new directors with extensive leadership experience and service on public company boards.

Additionally, to promote thoughtful Board refreshment and to maintain a balanced mix of perspectives and experience, the Board has a mandatory retirement policy for non-employee directors as set forth in the Board’s Corporate Governance Guidelines. Non-employee directors elected or appointed to the Board must retire at the annual meeting following their 72nd birthday and may not stand for reelection upon the completion of ten years of service following the later of the Company’s initial public offering (February 1, 2017) or their first appointment or election as a director. In certain circumstances, the Board may waive these policies and will report the rationale for such waiver in the Company’s proxy materials.

 

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Board Leadership Structure

Strong independent leadership is essential for our Board to effectively perform its primary oversight functions. It is also important for the Board to retain flexibility to determine its leadership structure based on the particular composition of the Board and the needs and opportunities of the Company. This allows the Board to choose the leadership structure that it believes will best serve the interests of the Company and our stockholders at any given time.

The Board believes that a combined Chair and CEO role allows the Company at its current stage to convey its business strategy and core values to stockholders and other stakeholders in a single, consistent voice. The Board also recognizes the need for a strong independent Lead Director with a clearly defined role and set of responsibilities to complement the Chair and CEO. As a result, in October 2021, the Board appointed our CEO, Mr. Michel, as Chair and CEO because of his in-depth knowledge of the Company’s business and strategy and his focused leadership. Simultaneously, the Board appointed Ms. Stefany as independent Lead Director because of her financial, ESG and governance expertise. The Board believes that these appointments result in the optimal Board leadership structure for the Company at this time.

In addition to the duties of all directors, as set forth in the Corporate Governance Guidelines, the specific responsibilities of the independent Lead Director are as follows:

 

•

presides at executive sessions of the independent directors and has the authority to call additional executive sessions or meetings of the independent directors;

•

presides at Board meetings in the Chair’s absence;

•

reviews and provides feedback on meeting agendas and approves meeting schedules for the Board to ensure that appropriate topics are being addressed and there is sufficient time allocated for discussion of agenda items;

•

is available for consultation and direct communication with major stockholders, if requested; and

•

performs such other duties as the independent directors may from time to time designate.

Strategy and Risk Oversight

The Board is responsible for overseeing the Company’s business strategy, strategic planning and enterprise risk management program. While the Board and its committees oversee strategic planning, Company management is charged with developing and executing business strategy. To monitor performance against the Company’s strategic goals, the Board receives regular updates and actively engages in dialogue with our Company’s senior leaders. With respect to risk oversight, the Board fulfills its responsibility both directly and through its standing committees, each of which assists the Board in overseeing a part of the Company’s overall risk management. Company management is charged with managing risk, through robust internal processes and effective internal controls. At least annually, the Board reviews with management the strategic risks and opportunities facing the Company. Other important categories of risk as described below are assigned to designated Board committees, which report their activities to the full Board. The standing committees oversee the following risks:

 

COMMITTEE		PRIMARY AREAS OF RISK OVERSIGHT
Audit Committee		Risks related to major financial risk exposures, including cybersecurity; significant legal, regulatory and compliance issues; and internal controls
Compensation Committee		Risks associated with compensation policies and practices, including incentive compensation and executive succession planning
Governance and Nominating Committee		Risks related to ESG matters, to the extent not reserved to another committee; effectiveness of Board and director candidates; conflicts of interest and director independence; and stockholder concerns

The Audit Committee meets at least quarterly with our Chief Financial Officer, head of Internal Audit, General Counsel and our independent auditor to receive regular updates regarding management’s assessment of risk exposures, including liquidity, credit and operational risks such as data privacy and cybersecurity, and the processes in place to monitor such risks and review results of operations, financial reporting and assessments of internal controls over financial reporting.

 

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The Compensation Committee meets at least quarterly to consider management’s assessment of associate and compensation risks, monitor incentive and equity-based compensation plans and, at least annually, review the Company’s compensation programs to ensure they are appropriately aligned with the Company’s strategic direction and avoid incentivizing unnecessary or excessive risk taking.

The Governance and Nominating Committee meets quarterly to oversee risks related to overall corporate governance, including Board and committee composition and succession planning, director candidates and independence matters, and other matters of interest to stockholders and other stakeholders, including ESG issues.

Our Board believes that the division of risk management responsibilities described above is an effective approach for addressing the risks facing the Company and that our Board leadership structure supports this approach.

Meetings of the Board and Its Committees

During the fiscal year ended December 31, 2021, the Board held ten meetings. All of the directors who served during the fiscal year ended December 31, 2021 attended at least 75% of the aggregate of the total meetings of the Board and total meetings of the Board committees on which such director served during their respective tenures. Directors are expected to make best efforts to attend all Board meetings, all meetings of the committee or committees of the Board of which they are a member and the annual meeting of stockholders. Attendance by telephone or videoconference is deemed attendance at a meeting. All of our directors attended the annual meeting of stockholders held in 2021.

Pursuant to our Corporate Governance Guidelines, our Board plans to hold at least four meetings each year, with additional meetings to occur (or action to be taken by unanimous consent, either in writing or by electronic transmission) at the discretion of the Board.

Executive Sessions of Independent Directors

Pursuant to our Corporate Governance Guidelines, to ensure free and open discussion and communication among the independent directors of the Board, the independent directors meet in executive session at all Board meetings with no members of senior management present. Our independent Lead Director presides at these executive sessions. Further, our independent Lead Director may call additional meetings of the independent directors as needed.

Communications with the Board

A stockholder or any interested party may submit a written communication to the Board or to the chairperson of any of the Audit, Compensation, or Governance and Nominating Committees, or to the Chair of the Board, Lead Director or the independent directors as a group, by addressing such communications to: Corporate Secretary, JELD-WEN Holding, Inc., 2645 Silver Crescent Drive, Charlotte, North Carolina 28273. The Corporate Secretary will, as appropriate, forward such communication to our Board or to any individual director, select directors or committee of our Board to whom the communication is directed. Such communications may be made confidentially or anonymously. Items that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as business solicitations or advertisements; product related inquiries; junk mail or mass mailings; or spam.

 

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Committees of the Board

The Board has an Audit Committee, a Compensation Committee and a Governance and Nominating Committee, as described below. Each of these committees currently consists entirely of independent directors. Each of the Audit Committee, Compensation Committee and Governance and Nominating Committee operates under a written charter approved by the Board, copies of which are available in the Governance section of our website at investors.jeld-wen.com.

The following table shows the membership of each committee of our Board as of December 31, 2021, and the number of meetings held by each committee during the fiscal year ended December 31, 2021.

 

DIRECTOR		AUDIT COMMITTEE		COMPENSATION COMMITTEE		GOVERNANCE AND NOMINATING COMMITTEE
Gary S. Michel
William F. Banholzer		✓		✓
Tracey I. Joubert		Chair
Cynthia Marshall						✓
David G. Nord				✓
Suzanne L. Stefany				✓		Chair
Bruce M. Taten				Chair		✓
Roderick C. Wendt
Steven E. Wynne		✓
Number of Meetings in 2021		5		7		4

AUDIT COMMITTEE

The current members of the Audit Committee are Tracey I. Joubert (Chair), William F. Banholzer and Steven E. Wynne. The Board has determined that (i) Ms. Joubert and Messrs. Nord, Taten and Wynne each qualify as an “audit committee financial expert” within the meaning of regulations adopted by the SEC and (ii) all members of the Audit Committee are financially literate and independent within the meaning of the NYSE listing standards and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Audit Committee oversees the Company’s accounting and financial reporting processes, internal controls and internal audit functions. The Audit Committee is responsible for the appointment of the Company’s independent auditor and reviews at least annually their qualifications and performance. The Audit Committee also reviews the scope of audit and non-audit assignments and related fees. The Audit Committee, on behalf of the Board, is responsible for overseeing the Company’s major financial risk exposures, including data protection, cybersecurity, business continuity and operational risks, and the steps management has taken to identify, assess, monitor, control, remediate and report such exposures. The Audit Committee reviews with the Company’s General Counsel and Chief Compliance Officer legal matters that could have a significant impact on the Company’s financial statements, as well as compliance with the Company’s Code of Business Conduct. See the “Strategy and Risk Oversight” section for more details on the roles of the Board and standing committees in the Company’s risk management process.

The charter of the Audit Committee permits the committee to delegate, in its discretion, its duties and responsibilities to one or more subcommittees as it deems appropriate.

 

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COMPENSATION COMMITTEE

The current members of the Compensation Committee are Bruce M. Taten (Chair), William F. Banholzer, David G. Nord and Suzanne L. Stefany. All members of the Compensation Committee are independent within the meaning of the NYSE listing standards.

The principal responsibilities of the Compensation Committee are to review and approve matters involving executive compensation, recommend changes in employee benefit programs, authorize equity and other incentive arrangements and authorize the Company to enter into employment and other employee-related agreements.

The charter of the Compensation Committee permits the committee to delegate, in its discretion, its duties and responsibilities to a subcommittee of the Compensation Committee as it deems appropriate and to the extent permitted by applicable law.

GOVERNANCE AND NOMINATING COMMITTEE

The current members of the Governance and Nominating Committee are Suzanne L. Stefany (Chair), Cynthia Marshall and Bruce M. Taten. All members of the Governance and Nominating Committee are independent within the meaning of the NYSE listing standards.

The Governance and Nominating Committee assists our Board in identifying qualified individuals with sufficiently diverse and independent backgrounds, including with respect to age, gender, race and specialized experience, to serve on our Board. The Governance and Nominating Committee makes recommendations to the Board concerning committee appointments, reviews related-party transactions, and oversees the annual evaluation of the Board and the committees of the Board. The Governance and Nominating Committee assists the Board in overseeing enterprise risk by identifying, evaluating and monitoring ESG trends, issues and risks.

The charter of the Governance and Nominating Committee permits the committee to, in its sole discretion, delegate its duties and responsibilities to one or more subcommittees as it deems appropriate.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or Compensation Committee. No interlocking relationship exists between any member of our Compensation Committee and any executive, member of the board of directors or member of the compensation committee (or other committee performing equivalent functions) of any other company.

No Hedging and No Pledging Policy

The Company’s Securities Trading and Disclosure Policy prohibits all directors, executive officers and associates designated under the policy from engaging in short-term or speculative transactions involving Company securities, including the purchase or sale of financial instruments (including options, puts, calls, straddles, equity swaps or other derivative securities that are directly linked to Company stock) or other transactions (such as short sales) that are designed to, or that have the effect of, hedging or offsetting any decrease in the market value of Company stock.

Likewise, the policy prohibits pledging of Company stock as collateral by directors and executive officers. No director or executive officer has pledged Company stock since the adoption of the policy in connection with the Company’s initial public offering (“IPO”) in 2017. At the time of the IPO, one director (Mr. Wendt) had an outstanding pledge of 220,000 shares (approximately 6% of his beneficial holdings at the time) securing a loan that had been in effect for several years. Because the pledge was entered prior to the adoption of the policy and to avoid any hardship on Mr. Wendt that would have resulted from requiring him to eliminate the pledge, Mr. Wendt’s existing pledge at the time of the IPO was grandfathered in and that pledge remains outstanding. The Board reviews the policy from time to time, and in light of evolving corporate governance standards, in 2021 the Board updated the policy to remove the Board’s ability to waive the policy for exceptional circumstances or any other reason.

 

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Director and Executive Officer Share Ownership Guidelines

Our directors, executive officers and certain other senior executives are required to maintain a minimum equity stake in the Company. This policy reflects the Board’s belief that our directors and most senior executives should maintain a significant personal financial stake in JELD-WEN to promote long-term stockholder value. In addition, the policy helps align executive and stockholder interests, which reduces the incentive for excessive short-term risk taking. Each of our NEOs and certain other executive officers are required to acquire and maintain ownership of shares of our common stock equal to a specified multiple of their base salary, which ranges from one to five times base salary, as shown in the table below.

 

Chief Executive Officer		5x annual base salary
Chief Financial Officer		3x annual base salary
Other Executive Officers		2x annual base salary
Other officers designated by the Board		1x annual base salary

In addition, our directors must obtain common stock or restricted stock units (“RSUs”) with a value equivalent to five times the annual cash retainer within five years of the later of the IPO or joining the Board. Each director and executive officer subject to a share ownership requirement must retain 50% of all net shares (post-tax) that vest until achieving their minimum share ownership requirement.

 

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BOARD OF DIRECTORS

Role of the Board of Directors

The Board oversees the management of the Company’s business and affairs. Stockholders elect the members of the Board to act on their behalf and to oversee their interests. Unless reserved to the stockholders under applicable law or our Bylaws, all corporate authority resides in the Board as the representative of the stockholders.

The Board selects and appoints executive officers to manage the day-to-day operations of the Company, while retaining ultimate oversight responsibilities. Together, the Board and management share an ongoing commitment to the highest standards of corporate governance and ethics. The Board reviews all aspects of our governance policies and practices, including our Corporate Governance Guidelines and the Company’s Code of Business Conduct, at least annually and makes changes as necessary. The Corporate Governance Guidelines and the Code of Business Conduct, along with all committee charters, are available in the Governance section of the Company’s website at investors.jeld-wen.com.

Director Selection Process

SKILLS, QUALIFICATIONS AND DIVERSITY

The Governance and Nominating Committee is responsible for identifying and reviewing the qualifications of potential director nominees and recommending to the Board those candidates to be nominated for election to the Board. The Governance and Nominating Committee does not apply any specific minimum qualifications when considering director nominees. Instead, the Governance and Nominating Committee considers all factors it deems appropriate, which may include, among others:

 

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ensuring that the Board as a whole is appropriately diverse and the extent to which a candidate would fill a present need on the Board;

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the Board’s size and composition;

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the Board’s Corporate Governance Guidelines and any applicable laws;

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individual director performance, expertise, relevant business and financial experience, integrity and willingness to serve actively;

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the number of other public and private company boards on which a director candidate serves; and

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consideration of director nominees properly proposed by third parties with the legal right to nominate directors or by stockholders in accordance with our Bylaws.

The Governance and Nominating Committee monitors the mix of specific experience, qualifications and skills of the directors to ensure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. In addition, meaningful skills and experiences are just one aspect of diversity that the Board highly values. Our Corporate Governance Guidelines set forth the minimum qualifications for Board members and specify that the Board consider a diversity of viewpoints, backgrounds and experience, including a consideration of gender, race and age. Although the Board does not establish specific goals with respect to diversity, the Board’s overall diversity is a significant consideration in the director nomination process. The Governance and Nominating Committee considers diversity in the context of the Board as a whole and takes into account considerations relating to ethnicity, gender, cultural diversity and the range of perspectives that the directors bring to their work. Stockholders may also nominate directors for election at the Company’s annual stockholders meeting by following the provisions set forth in our Bylaws, whose qualifications the Governance and Nominating Committee will consider and evaluate on a basis substantially similar to the basis on which it considers other nominees.

 

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P R O P O S A L   1 :

ELECTION OF EIGHT DIRECTORS

The Board has nominated eight director nominees for election at the Annual Meeting. The Governance and Nominating Committee evaluated and recommended the director nominees in accordance with its Charter and our Corporate Governance Guidelines.

 

BOARD SKILLS AND EXPERIENCE

Current or Former CEO

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Public Company Board Experience

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Business Development / M&A

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Financial Experience

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Global Experience

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Building Products Industry

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ESG

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IT / Cybersecurity

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Human Capital Management / DE&I

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Regulatory / Government Relations

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Each director nominee must be elected by a plurality of the votes cast.

Based on the recommendation of the Governance and Nominating Committee, the Board has nominated the director nominees listed below for election as directors of the Company to serve a one-year term. All of the director nominees currently serve on the Board.

 

		NAME		AGE		DIRECTOR SINCE		OCCUPATION
		Gary S. Michel		59		2018		Chair, President and Chief Executive Officer of the Company
		Tracey I. Joubert		55		2021		Chief Financial Officer of Molson Coors Brewing Company
		Cynthia Marshall		62		2021		Chief Executive Officer of the Dallas Mavericks
		David G. Nord		64		2021		Former Executive Chairman of Hubbell Incorporated
		Suzanne L. Stefany		58		2017		Partner in the Strategic Advisory Group at PJT Partners
		Bruce M. Taten		66		2014		Attorney
		Roderick C. Wendt		67		1985		Vice Chair and Former Chair and Chief Executive Officer of the Company
		Steven E. Wynne		69		2012		Executive Vice President of Health Services Group

Our Board currently has nine members. The Board has nominated eight directors for election at the Annual Meeting, to serve until the 2023 Annual Meeting of Stockholders and until their respective successors have been elected and qualified. William Banholzer, who has served on our Board since 2017, has indicated his intention to retire at the conclusion of the Annual Meeting. As a result, Mr. Banholzer will not stand for re-election at the Annual Meeting. Upon Mr. Banholzer’s retirement, the Board intends to decrease the size of the Board from nine to eight directors.

The Board has nominated eight individuals who bring valuable and diverse skills, experiences and characteristics to the Board. Their collective experience covers a wide range of industries across the globe. Our directors range in age from 55 to 69. Three of our director nominees are women, and six are current or former CEOs or CFOs. Further, our Board has a good balance of tenured and newer directors, with an average tenure of four years among our independent directors.

The director nominees have consented to being named in this Proxy Statement and to serve as directors if elected at the Annual Meeting. We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling to serve between the date of the Proxy Statement and the Annual Meeting, the Board may designate a new nominee, and the persons named as proxies will vote on that substitute nominee, or the Board may reduce the number of directors. Each director nominee must be elected by a plurality of the votes cast. If any of our director nominees receive less than the affirmative vote of the majority of shares voted, then in accordance with the mandatory resignation policy under the Corporate Governance Guidelines, those individuals must promptly tender their resignation from the Board.

The Board believes that each of the director nominees is well qualified to serve on the Board, and the backgrounds and qualifications of all the directors provide a complementary blend of experience, knowledge and abilities. See “The Board of Directors—Members of the Board of Directors” for additional information on the business experience and qualifications of each of our director nominees.

 

		Our Board unanimously recommends that the stockholders vote “FOR” the election of all eight director nominees listed on the proxy card.

 

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Members of the Board of Directors

The following sets forth, as of March 1, 2022, information about the business experience and qualifications of each nominee of the Company.

 

		GARY S. MICHEL   DIRECTOR SINCE 2018   AGE 59						TRACEY I. JOUBERT   DIRECTOR SINCE 2021   AGE 55
Chair, President and Chief Executive Officer. Mr. Michel joined the Company as President and Chief Executive Officer in June 2018 and became Chair, President and Chief Executive Officer in October 2021. Mr. Michel previously worked at Honeywell International, Inc., where he served as the President and Chief Executive Officer of the Home and Building Technologies strategic business group since October 2017. Prior to that, he spent 32 years at Ingersoll Rand, most recently as Senior Vice President and President of its residential heating, ventilation and air conditioning business and as a member of Ingersoll Rand’s enterprise leadership team from 2011 to 2017. He began his career there in 1985 as an application engineer and held various product, sales and business management roles before moving into a series of leadership positions across various geographic and market segments. Mr. Michel holds a B.S. in mechanical engineering from Virginia Tech and an M.B.A. from the University of Phoenix. Mr. Michel served on the board of Cooper Tire & Rubber Company until it was acquired by Goodyear Tire & Rubber Company in June 2021.						Director. Ms. Joubert has served as Chief Financial Officer of Molson Coors Brewing Company since 2016. Molson Coors is a leading global brewer. Ms. Joubert was Executive Vice President and Chief Financial Officer of MillerCoors from 2012 to 2016 and served in a variety of increasingly responsible finance leadership roles at MillerCoors since 2003. A native of South Africa, Ms. Joubert holds bachelor’s degrees in commerce and accounting from the University of the Witwatersrand in Johannesburg. She also serves on the Board of Directors of various subsidiaries of Molson Coors, and she served on the board of Cooper Tire & Rubber Company until it was acquired by Goodyear Tire & Rubber Company in June 2021.
Mr. Michel has over 35 years of strategy, business transformation, operations and lean manufacturing leadership experience. He was selected to serve on the Board in light of his extensive background in management, engineering and global sales, and his position as our Chief Executive Officer.						Ms. Joubert brings to the Board expertise in finance, accounting and risk management, as well as experienced leadership of a global public company.
COMMITTEES None   OTHER PUBLIC BOARDS None						COMMITTEES Audit (Chair)   OTHER PUBLIC BOARDS None

 

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		CYNTHIA MARSHALL   DIRECTOR SINCE 2021   AGE 62						DAVID G. NORD   DIRECTOR SINCE 2021   AGE 64
Director. Ms. Marshall serves as the Chief Executive Officer of the Dallas Mavericks, an American professional basketball team based in Dallas, Texas. She is the Founder, President and Chief Executive Officer of the consulting firm Marshalling Resources, which specializes in leadership, diversity and inclusion, culture transformation and overall optimization of people resources. Ms. Marshall worked with The Dow Chemical Company in 2017 and 2018 to develop and implement a strategy for institutionalizing an inclusive culture. Prior to this position, Ms. Marshall retired from a 36-year career at AT&T, where she ultimately served as SVP – Human Resources and Chief Diversity Officer and was responsible for identifying and developing leaders, aligning employees with the company’s vision and priorities, overseeing major business unit HR support, performance development, employee engagement, skills transformation initiatives, EEO and Affirmative Action. Ms. Marshall graduated from the University of California-Berkeley with degrees in business administration and human resources management and holds four honorary doctorate degrees.						Director. Mr. Nord served as Executive Chairman of Hubbell Incorporated, an international manufacturer of electrical and electronic products for a broad range of non-residential and residential construction, industrial and utility applications until May 2021. He served as their Chairman and Chief Executive Officer from June 2019 until his retirement in October 2020 and Chairman, President and Chief Executive Officer from May 2014 to June 2019. Mr. Nord joined Hubbell in 2005 as Senior Vice President and Chief Financial Officer. Prior to joining Hubbell, Mr. Nord held various senior financial positions at United Technologies Corporation. He also held roles of increasing responsibility at The Pittston Company, a publicly held multinational corporation, and Deloitte & Touche. Mr. Nord holds a B.S. in accounting from the University of Hartford.
Ms. Marshall brings to the Board extensive experience in human capital management and culture transformation, operational and strategic planning experience and executive leadership.						Mr. Nord brings to the Board extensive financial, operational and strategic planning experience and a strong background in the manufacturing industry, having served as a senior executive at two global manufacturing companies.
COMMITTEES Governance and Nominating   OTHER PUBLIC BOARDS BGSF, Inc.						COMMITTEES Compensation   OTHER PUBLIC BOARDS Ryder System, Inc.

 

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		SUZANNE L. STEFANY   DIRECTOR SINCE 2017   AGE 58						BRUCE M. TATEN   DIRECTOR SINCE 2014   AGE 66
Lead Director. Ms. Stefany joined our Board in 2017 and became our independent Lead Director in October 2021. She has served as a partner for the Strategic Advisory Group at PJT Partners, a global advisory-focused investment bank, since August 2017. From 2005 until August of 2017, Ms. Stefany held the roles of Managing Director and Global Industry Analyst at Wellington Management Company, where she was responsible for investing portfolios and recommending stocks for a variety of global industries. Prior to joining Wellington Management Company, Ms. Stefany built her investment advisory career, spending time at companies such as Loomis Sayles, Invesco Capital Management and Putnam Investments. She holds bachelor’s degrees in Economics and Spanish from Tufts University and earned a master’s degree in Finance from the Sloan School of Management at Massachusetts Institute of Technology, where she was awarded the Martin Trust Fellowship through the recommendation of peers and faculty.						Director. Mr. Taten served as Senior Vice President, General Counsel and Chief Compliance Officer for Cooper Industries, plc from 2008 until its merger with Eaton Corporation in November 2012. Previously, Mr. Taten was Vice President and General Counsel at Nabors Industries from 2003 until 2008 and earlier practiced law with Simpson Thacher & Bartlett LLP and Sutherland Asbill & Brennan LLP. Before attending law school, he practiced as a C.P.A. with Peat Marwick Mitchell & Co., which is now KPMG, in New York. Mr. Taten currently is a practicing attorney and private investor. He is admitted to practice law in the states of Texas and New York. Mr. Taten earned his FSA Credential from the Sustainability Accounting Standards Board (SASB) in 2020. Mr. Taten holds a B.S. and M.S. from Georgetown University and a J.D. from Vanderbilt University.
Ms. Stefany is recognized as an expert in her field and brings to the Board over 20 years of investment advisory experience, specializing in strategy and shareholder value creation.						Mr. Taten brings experience in environmental, social and governance matters, mergers and acquisitions, tax, finance and securities offerings and compliance to the Board.
COMMITTEES Governance and Nominating (Chair) Compensation   OTHER PUBLIC BOARDS None						COMMITTEES Compensation (Chair) Governance and Nominating   OTHER PUBLIC BOARDS Aviat Networks, Inc.

 

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		RODERICK C. WENDT   DIRECTOR SINCE 1985   AGE 67						STEVEN E. WYNNE   DIRECTOR SINCE 2012   AGE 69
Vice Chair. Mr. Wendt has served as Vice Chair of the Company since January 2014. He joined the Company in 1980, working in various legal, marketing, window manufacturing and sales positions of increasing authority, culminating in his service as President and Chief Executive Officer from 1992 to August 2011. Mr. Wendt served as Executive Chairman and Chief Executive Officer of the Company from 2011 to March 2013. Mr. Wendt served as a director of the Portland Branch at the Federal Reserve Bank of San Francisco from 2009 to 2014 and as its chairman from 2013 to 2014. He has been a Managing Member of Spruce Street Ventures since 2013. He also served as a member of the Economic Advisory Council at the Federal Reserve Bank of San Francisco from 2006 to 2008. He earned a B.A. from Stanford University and a J.D. from Willamette University College of Law and is a member of the Oregon State Bar. Mr. Wendt is the son of our late founder, Richard L. Wendt.						Director. Mr. Wynne has served as an Executive Vice President of Health Services Group, a diversified health insurance company, since July 2012 and previously served as Senior Vice President from February 2010 to January 2011. From January 2011 through July 2012, he served as Executive Vice President of the Company. From March 2004 through March 2007, Mr. Wynne was President and Chief Executive Officer of SBI International, Ltd., the parent company of sports apparel and footwear company Fila. From August 2001 through March 2002, and from April 2003 through February 2004, he was a partner in the Portland, Oregon law firm of Ater Wynne LLP. From April 2002 through March 2003, Mr. Wynne served as acting Senior Vice President and General Counsel of FLIR Systems, Inc., which was a publicly traded company until it was acquired by Teledyne Technologies Incorporated in May 2021. Mr. Wynne received a B.A. and a J.D. from Willamette University.
Mr. Wendt provides helpful insight into the Company’s operations, risks and opportunities developed through his years of experience as an executive of the Company and extensive knowledge of the markets in which we operate.						Mr. Wynne has developed a high degree of familiarity with the Company’s operations, risks and opportunities through his experience as an executive of the Company and his extensive management experience across a number of entities.
COMMITTEES None   OTHER PUBLIC BOARDS None						COMMITTEES Audit   OTHER PUBLIC BOARDS None

 

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Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and the listing standards of the NYSE, a director is not independent unless our Board affirmatively determines that the individual does not have a material relationship with us or any of our subsidiaries. Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current listing standards of the NYSE. Our Corporate Governance Guidelines require our Board to review the independence of all directors at least annually. In the event a director has a relationship with the Company that is relevant to their independence and is not addressed by the objective tests set forth in the NYSE independence definition, our Board will determine, considering all relevant facts and circumstances, whether such relationship is material.

Our Board affirmatively determined in 2021 that William F. Banholzer, Martha L. Byorum, Tracey I. Joubert, Cynthia Marshall, Greg G. Maxwell, David G. Nord, Suzanne L. Stefany, Bruce M. Taten and Steven E. Wynne were independent directors under the rules of the NYSE and independent directors as such term is defined in Rule 10A-3(b)(1) under the Exchange Act.

Director Resignation Policy

Our Corporate Governance Guidelines require any incumbent non-employee director nominee who does not receive the affirmative vote of the majority of shares voted in connection with an uncontested election to tender their resignation from the Board promptly following certification of the stockholder vote. The Governance and Nominating Committee will consider and recommend to the Board whether to accept the resignation. The Board will act on the recommendation and disclose publicly the results of its decision. Any director who tenders their offer of resignation under this policy will not participate in the deliberation or determination on whether to accept the resignation.

Director Compensation Structure

The Board approved a Non-Employee Director Compensation Policy that sets forth the compensation of our non-employee directors. The Governance and Nominating Committee reviews this policy on an annual basis, typically in conjunction with the annual meeting of stockholders, and recommends changes to the Board as it deems appropriate. In 2021, the Board increased the annual cash and equity retainer for non-employee directors to align with the median average of peer companies. The Board also increased the non-employee director’s stock ownership requirement from four to five times the director’s annual cash retainer.

The following table describes the components of our non-employee directors’ compensation for 2021:

 

COMPENSATION ELEMENT		COMPENSATION AMOUNT
Annual Cash Retainer		$100,000
Annual Equity Retainer		$135,000 in RSUs that vest one year from the date of grant
Board and Committee Fees		None
Committee Chair Fee*		$25,000 for the Audit Committee $18,000 for the Compensation Committee $15,000 for the Governance and Nominating Committee
Board Chair/Lead Director Fee**		$100,000
Stock Ownership Guidelines***		Ownership of common stock or RSUs equivalent to five times the annual cash retainer within five years of the later of the IPO or joining the Board

* Committee chair fees paid unless such position is held by the Chair of the Board or an employee of Onex.

** Board Chair/Lead Director fee paid unless position is held by an employee of the Company or Onex.

*** As of December 31, 2021, except the three directors who joined our Board in 2021, all directors were in compliance with the stock ownership guidelines.

Annual Cash Retainer and Committee Chair Fees

Under the Non-Employee Director Compensation Policy, members of the Board who are our employees receive no additional compensation for their service on the Board. Our employee directors in 2021 were Messrs. Michel and Wendt. Amounts due to the members of our Board during 2021 who were employees of Onex, Messrs. Munk and Ross, were paid directly to Onex. On October 26, 2021, Messrs. Munk and Ross notified the Board of their resignation, effective immediately, following Onex’s full divestiture of its shares of the Company.

 

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Annual Equity Retainer

In 2021, eligible non-employee directors were entitled to an annual grant of $135,000 in RSUs under the Omnibus Equity Plan, which RSUs vest one year from the date of the grant, subject to continued service on the Board through the earlier of the vesting date or the end of the director’s term. The cash value of awards due to members of the Board who were employees of Onex were paid directly to Onex in cash on the first anniversary of the date of grant. In accordance with this policy, on April 29, 2021, (a) each of Messrs. Banholzer, Maxwell, Nord, Taten and Wynne and Mses. Joubert, Marshall and Stefany received a grant of 4,333 RSUs, and (b) the Company paid $240,000 to Onex, reflecting the cash equivalent of RSUs granted to the independent directors on May 7, 2020. Messrs. Munk and Ross, who are employees of Onex, resigned from the Board in October 2021, and Mr. Maxwell resigned in July 2021.

2021 Director Compensation

The following table provides summary information for the year ended December 31, 2021, relating to compensation paid to or accrued by us on behalf of our directors who served in this capacity during 2021. Pursuant to the Non-Employee Director Compensation Policy approved by the Board, (a) Messrs. Michel and Wendt were employees of the Company and consequently did not receive any compensation for serving as directors, and (b) Messrs. Munk and Ross were employees of Onex, so the cash value of their compensation was paid to Onex. Messrs. Munk and Ross resigned from the Board in October 2021 when Onex divested its remaining shares of the Company. Mr. Michel’s compensation is reported in the Summary Compensation Table and related compensation tables beginning on page 32.

 

		DIRECTOR			FEES EARNED OR PAID IN CASH				STOCK AWARDS(1)				ALL OTHER COMPENSATION				TOTAL
		William F. Banholzer			$97,500				$135,000				—				$232,500
		Martha L. Byorum (3)			$47,500				—				—				$47,500
		Tracey I. Joubert			$87,500				$135,000				—				$222,500
		Cynthia Marshall			$75,000				$135,000				—				$210,000
		Greg G. Maxwell (4)			$60,000				$135,000				—				$195,000
		Anthony Munk (5)			$192,500				—				—				$192,500
		David G. Nord			$75,000				$135,000				—				$210,000
		Matthew D. Ross (5)			$192,500				—				—				$192,500
		Suzanne L. Stefany (6)			$137,500				$135,000				—				$272,500
		Bruce M. Taten			$115,500				$135,000				—				$250,500
		Roderick C. Wendt			—				—				$208,000				$208,000
		Steven E. Wynne			$97,500				$135,000				—				$232,500

⁽¹⁾ Reflects the grant date fair value of RSUs, calculated in accordance with FASB ASC Topic 718. For 2021, the calculation is described in Note 17 — Stock Compensation in our audited financial statements for the year ended December 31, 2021 in our Annual Report on Form 10-K into which this Proxy Statement is incorporated by reference. As of December 31, 2021, each of Messrs. Banholzer, Nord, Taten and Wynne and Mss. Joubert, Marshall and Stefany had 4,333 RSUs outstanding.

⁽²⁾ Mr. Wendt is an employee of the Company. In 2021, he received a salary of $200,000 and 401(k) matching contributions of $8,000.

⁽³⁾ Ms. Byorum retired from the Board on April 29, 2021.

⁽⁴⁾ Mr. Maxwell resigned from the Board on July 10, 2021 and his RSU award was forfeited upon his resignation.

⁽⁵⁾ Pursuant to the Non-Employee Director Compensation Policy, the cash value of compensation payable to Onex directors was paid directly to Onex. The cash amounts included in the “Fees Earned or Paid in Cash” column for Messrs. Munk and Ross represent the (i) $145,000 cash retainer which is paid to Onex on behalf of the Onex directors and (ii) $240,000 in respect of RSUs that would have vested in 2021 but for the fact that they were Onex directors, to be paid on the first anniversary of the date of grant to Onex. On October 26, 2021, Messrs. Munk and Ross resigned from the Board following Onex’s full divestiture of shares of the Company.

(6) Ms. Stefany began serving as our independent Lead Director in October 2021.

 

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Policy Regarding Certain Relationships and Related Party Transactions

Our Board has adopted a written policy providing that the Governance and Nominating Committee, or the Board upon the affirmative vote of a majority of the disinterested directors, will review and approve or ratify transactions in which we participate and in which a related party has or will have a direct or indirect material interest. Under this policy, the Governance and Nominating Committee or the Board is to obtain all information it believes to be relevant to a review and approval or ratification of these transactions. After consideration of the relevant information, the Governance and Nominating Committee or the Board is to approve only those related party transactions that it believes are in the best interests of the Company. In particular, our policy with respect to related party transactions requires our Governance and Nominating Committee or Board to consider the benefits to the Company; the impact on a director’s independence in the event the related party is a director, an immediate family member of a director or an entity in which a director has a position or relationship; the overall fairness of the transaction to both the Company and the related party; and any other matters the Governance and Nominating Committee or the Board deems appropriate. A “related party” is any person who is or was one of our executive officers, directors or director nominees or is a holder of more than 5% of our common stock, or, in each case, their immediate family members, any person sharing the household or any entity owned or controlled by any of the foregoing persons.

We, Onex, certain of our directors and executive officers and other pre-IPO stockholders entered into a registration rights agreement dated October 3, 2011 in connection with the Onex investment and it was amended and restated on January 24, 2017 in connection with our IPO, and then amended further on May 12, 2017 and November 12, 2017 (as amended and restated and as subsequently amended, the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, certain stockholders who were party to the Registration Rights Agreement have the right to require us to register their shares under the Securities Act of 1933, as amended (the “Securities Act”) under specified circumstances, including the right to require us to facilitate underwritten offerings as well as to make available shelf registration statements permitting sales of shares into the market from time to time over an extended period and will have incidental registration rights in certain circumstances. The Registration Rights Agreement was originally entered into prior to the adoption of our related party transactions policy.

In 2021, Onex exercised its rights under the Registration Rights Agreement and requested the registration for resale of an aggregate 32,883,094 shares of the Company’s common stock in multiple underwritten public offerings (the “Secondary Offerings”), and, as provided under the terms of the Registration Rights Agreement, the Company was responsible for all related fees and expenses except for the underwriters’ discounts and commissions, which were paid by Onex. In addition, in connection with the Secondary Offerings, the Company purchased from the underwriters (the “Share Repurchase”) 8,817,543 of the shares of the Company’s common stock that were the subject of the Secondary Offerings at the same price per share at which the underwriters purchased the shares from Onex in the Secondary Offerings. The disinterested members of the Board approved the Share Repurchase on terms no less favorable to those available to the underwriter in the Secondary Offering. In connection with their approval, the disinterested members of the Board considered the relevant facts and circumstances, including the at arms-length terms, the potential impact of such repurchases on the independence of Messrs. Munk and Ross and the overall fairness to the Company of such share repurchases with terms consistent with those available to the underwriter. The directors concluded that the repurchase under such terms was in the best interest of the Company. As a result of the Secondary Offerings, as of December 31, 2021, Onex no longer owned any shares of our common stock.

Other than as described above, we did not enter into any new related party transactions for the covered period in which the amount involved exceeded or will exceed $120,000, and in which any of our executive officers, directors or holders of more than 5% of any class of our voting securities, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest. We have not made payments to non-employee directors, other than the fees they are entitled as described in “Director Compensation Structure” and reimbursement of expenses related to their services as a director. Compensation paid to employee directors is described in the “Summary Compensation Table” for Mr. Michel and in “2021 Director Compensation” for Mr. Wendt.

 

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Security Ownership of Certain Beneficial Owners and Management

The following table shows the number of shares of our common stock beneficially owned (as of the close of business on March 1, 2022) by each of our current directors and NEOs, as well as the number of shares beneficially owned by all of our current directors and executive officers as a group. The table also shows the number of shares of our common stock beneficially owned by each person known to us to beneficially own more than 5% of the outstanding shares of the Company. Determinations as to the identity and holdings of 5% stockholders are based upon filings with the SEC and other publicly available information. Information with respect to beneficial ownership is based upon information known to us or furnished to us by each director or executive officer, and on information reported in Schedules 13D or 13G filed with the SEC, as the case may be.

 

				SHARES BENEFICIALLY OWNED
		NAME OF BENEFICIAL OWNER		NUMBER OF SHARES				PERCENTAGE OF SHARES(1)
		NEOs and Directors
		Gary S. Michel (2)			590,778				*
		John R. Linker (3)			206,611				*
		Roya Behnia (4)			9,989				*
		Daniel J. Castillo (5)			143,301				*
		David R. Guernsey (6)			30,399				*
		William F. Banholzer (7)			25,626				*
		Tracey I. Joubert (7)			4,333				*
		Cynthia Marshall (7)			4,333				*
		David G. Nord (7)			4,333				*
		Suzanne L. Stefany (7)			24,014				*
		Bruce M. Taten (7)			59,082				*
		Roderick C. Wendt (8)			319,853				*
		Steven E. Wynne			41,366				*
		All current executive officers and directors as a group (14 persons)			1,625,521				1.81	%
		5% Beneficial Owners
		BlackRock, Inc. (9)			6,853,433				7.50	%
		Wellington Management Group LLP (10)			5,451,739				5.95	%
		Pzena Investment Management, LLC (11)			7,396,840				8.07	%
		FMR LLC (12)			13,743,573				14.99	%
		The Vanguard Group Inc. (13)			8,410,764				9.18	%
		Fuller & Thaler Asset Management, Inc. (14)			6,739,824				7.36	%
		Turtle Creek Asset Management Inc. (15)			6,739,824				9.20	%

 

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* Represents beneficial ownership of less than 1% of our outstanding common stock.

(1) The percentage of beneficial ownership of our NEOs and directors is based on 90,038,385 shares outstanding as of March 1, 2022.

(2) Includes 427,240 shares of common stock issuable upon the exercise of currently vested options.

(3) Includes 146,587 shares of common stock issuable upon the exercise of currently vested options.

(4) Includes 7,264 shares of common stock issuable upon the exercise of currently vested options.

(5) Includes 44,881 shares of common stock issuable upon the exercise of currently vested options and 39,333 shares of common stock issuable upon the vesting of certain RSUs within 60 days of the record date.

(6) Includes 28,601 shares of common stock issuable upon the exercise of currently vested options.

(7) Includes 4,333 shares of common stock issuable upon the vesting of certain RSUs within 60 days of the record date.

(8) Includes (i) 22,352 shares of common stock held through the Company’s ESOP; (ii) 8,773 shares of common stock held through the Company’s KSOP; (iii) 227,059 shares of common stock held through the RC Wendt Revocable Trust; and (iv) 26,400 shares of common stock held through the Roderick Wendt GST Trust. Mr. Wendt is the sole trustee of the RC Wendt Revocable Trust and the Roderick Wendt GST Trust. Mr. Wendt has or shares voting and investment control of shares held by the RC Wendt Revocable Trust and the Roderick Wendt GST Trust, and therefore may be deemed to have beneficial ownership of such shares. Mr. Wendt is also the beneficiary of the RC Wendt Revocable Trust. Mr. Wendt, as trustee and beneficiary of the RC Wendt Revocable Trust, has pledged 220,000 shares of common stock in the name of People’s Bank to secure a loan obligation.

(9) Based solely upon information contained in the Schedule 13G/A filed with the SEC on behalf of BlackRock, Inc. on February 3, 2022, BlackRock, Inc. and certain of its affiliates have sole voting power with respect to 6,644,954 shares and sole dispositive power with respect to all shares beneficially owned at December 31, 2021. Their reported address is 55 East 52nd Street, New York, NY 10055.

(10) Based solely upon information contained in the Schedule 13G/A filed with the SEC on behalf of Wellington Management Group LLP (“Wellington”) on February 4, 2022, Wellington and certain of its affiliates have shared voting power with respect to 4,759,261 shares and shared dispositive power with respect to all shares beneficially owned at December 31, 2021. Their reported address is 280 Congress Street, Boston, MA 02210.

(11) Based solely upon information contained in the Schedule 13G/A filed with the SEC on behalf of Pzena Investment Management, LLC (“Pzena”) on January 20, 2022, Pzena and certain of its affiliates have sole voting power with respect to 6,270,045 shares and sole dispositive power with respect to all shares beneficially owned at December 31, 2021. Their reported address is 320 Park Avenue, 8^th Floor, New York, NY 10022.

(12) Based solely upon information contained in the Schedule 13G/A filed with the SEC on behalf of FMR LLC (“FMR”) on February 9, 2022, FMR and certain of its affiliates have sole voting power with respect to 236,209 shares and sole dispositive power with respect to all shares beneficially owned at December 31, 2021. Their reported address is 245 Summer Street, Boston, MA 02210.

(13) Based solely upon information contained in the Schedule 13G/A filed with the SEC on behalf of The Vanguard Group (“Vanguard”) on February 10, 2022, Vanguard and certain of its affiliates have shared voting power with respect to 120,821 shares, shared dispositive power with respect to 201,755 shares and sole dispositive power with respect to 8,209,009 shares beneficially owned at December 31, 2021. Their reported address is 100 Vanguard Blvd. Malvern, PA 19355.

(14) Based solely upon information contained in the Schedule 13G filed with the SEC on behalf of Fuller & Thaler Asset Management, Inc. (“Fuller”) on February 8, 2022, Fuller and certain of its affiliates have sole voting power with respect to 6,594,346 shares and sole dispositive power with respect to all shares beneficially owned at December 31, 2021. Their reported address is 411 Borel Avenue, Suite 300, San Mateo, CA 94402.

(15) Based solely upon information contained in the Schedule 13G filed with the SEC on behalf of Turtle Creek Asset Management Inc. (“Turtle Creek”) on February 14, 2022, Turtle Creek and certain of its affiliates have sole voting power and sole dispositive power with respect to all shares beneficially owned at December 31, 2021. Their reported address is Scotia Plaza, 40 King Street West, Suite 5100, Toronto, Ontario M5H 3Y2 Canada.

The amounts and percentages of our common stock beneficially owned are reported on the basis of rules of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days after March 1, 2022, including any shares of our common stock subject to an option that has vested or will vest within 60 days after March 1, 2022. More than one person may be deemed to be a beneficial owner of the same securities.

Unless otherwise indicated above, to our knowledge, all persons listed above have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated above, the address for each person or entity listed above is c/o JELD-WEN Holding, Inc., 2645 Silver Crescent Drive, Charlotte, North Carolina 28273.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Exchange Act requires our executive officers and directors and each person who owns more than 10% of our outstanding common stock to file reports of their stock ownership and changes in their ownership of our common stock with the SEC. These same people must also furnish us with copies of these reports and make representations to us that no other reports were required. We have performed a general review of such reports and amendments thereto filed in the fiscal year ended December 31, 2021. Based solely on our review of the copies of such reports furnished to us or such representations, each of our Section 16 officers filed a late filing to report the annual equity awards received on February 23, 2021 and Mr. Wendt filed a late filing to report the disposition of shares on August 10-11, 2021.    

 

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