JELD-WEN HOLDING, INC., DEF 14A filed on 3/13/2025
Proxy Statement (definitive)
v3.25.0.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name JELD-WEN HOLDING, INC.
Entity Central Index Key 0001674335
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table PAY VERSUS PERFORMANCE TABLE
YEAR
SUMMARY
COMPENSATION
TABLE TOTAL
FOR FIRST CEO
($)(1)
COMPENSATION
ACTUALLY PAID
TO FIRST CEO
($)(2)
SUMMARY
COMPENSATION
TABLE TOTAL
FOR SECOND
CEO ($)(1)
COMPENSATION
ACTUALLY
PAID TO
SECOND
CEO ($)(2)
SUMMARY
COMPENSATION
TABLE TOTAL
FOR THIRD CEO
($)(1)
COMPENSATION
ACTUALLY
PAID TO THIRD
CEO ($)(2)
AVERAGE
SUMMARY
COMPENSATION
TABLE TOTAL
FOR OTHER
NEOS ($)(3)
AVERAGE
COMPENSATION
ACTUALLY PAID
TO OTHER
NEOS
($)(3)
VALUE OF
INITIAL FIXED
$100
INVESTMENT
BASED ON:
NET
INCOME
($ in
Millions)
ADJUSTED
EBITDA(5)
($ in
Millions)
TSR($)
PEER
GROUP
TSR($)(4)
2024
$5,816,136
($1,976,132)
$2,249,372
($173,699)
$34.99
$250.36
($187.58)
$275
2023
$5,780,285
$10,356,491
$2,512,596
$3,878,398
$80.65
$280.14
$25.24
$380
2022
$5,009,060
$3,946,571
$9,817,054
($2,462,392)
$2,115,630
$1,029,818
$2,209,605
($18,863)
$41.22
$144.32
$12.22
$349
2021
$7,514,917
$5,015,829
$1,807,233
$1,597,083
$112.60
$188.32
$168.82
$393
2020
$8,379,512
$8,200,281
$2,486,573
$3,367,679
$108.33
$128.34
$91.59
$446
       
Named Executive Officers, Footnote The dollar amounts reported in these columns are the amounts of total compensation reported for William Christensen (First CEO), who served as our CEO in
December 2022, 2023 and 2024; Gary Michel (Second CEO), who served as our CEO in 2020, 2021 and 2022 until August 2022; and Kevin Lilly (Third CEO),
who served as our interim CEO from August 2022 until December 2022, as such amounts are shown in the “Total” column of the Summary Compensation
Table for each respective fiscal year. Refer to the CD&A in this Proxy Statement for more information, as well as the CD&A in our prior Proxy Statements for
compensation information for our former CEOs.
The names of each of the other NEOs (excluding the CEOs) included for purposes of calculating the average amounts in each applicable year are as follows:
(i) Messrs. Linker, Craven and Castillo and Ms. Behnia in 2020; (ii) Messrs. Linker, Guernsey, Craven and Castillo and Ms. Behnia in 2021; (iii) Messrs. Linker,
Guernsey, Craven, Castillo and Krause and Mses. Albrecht and Behnia in 2022; (iv) Messrs. Craven, Hayes, Leon and Lilly and Ms. Albrecht in 2023; and (v)
Messrs. Hayes, Lilly and Valenti and Mses. Albrecht and Stoddard in 2024, as shown in the Summary Compensation Table in the Proxy Statement for each
respective fiscal year.
       
Peer Group Issuers, Footnote For each respective fiscal year, represents the cumulative TSR of the Standard & Poor’s 1500 Building Products Index.        
Adjustment To PEO Compensation, Footnote (2)The dollar amounts reported in these columns represent the amount of “compensation actually paid” to each of the CEOs (and, in the corresponding column,
for the other NEOs (excluding the CEOs)), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount
of compensation earned by or paid to each of the CEOs (or, in the corresponding column, the other NEOs (excluding the CEOs)) during the applicable fiscal
year. In accordance with the requirements of Item 402(v) of Regulation S-K, and as described in the table below, the following equity award adjustments
(addition or subtraction from Summary Compensation Table total, as applicable) were made to each of the CEO’s and each of the other NEO’s (excluding the
CEOs) total compensation for each year to determine the compensation actually paid. The grant date fair value of equity awards represents the total of the
amounts reported in the “Stock Awards” and “Option Awards” columns, as applicable, in the Summary Compensation Table for the applicable fiscal year. To
calculate “compensation actually paid” for our CEOs and average of our other NEOs, the following applied: (i) measurement date equity fair values are
calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes; (ii) restricted stock units are valued based on the
closing stock price on the relevant measurement date; (iii) PSUs granted in 2020 are valued with an assumed a payout factor consisting of equally weighed
performance targets of Adjusted EBITDA and free cash flow, and PSUs granted in 2021, 2022, 2023 and 2024 are valued with an assumed payout factor
consisting of equally weighted performance targets of ROIC and TSR, consistent with the assumptions for ASC 718 purposes; and (iv) stock options are
valued using a Black-Scholes option pricing model at the relevant measurement date, using assumptions consistent with those used for the grant date fair
value purposes.
YEAR
EXECUTIVE(S)
REPORTED
SUMMARY
COMPENSATION
TABLE TOTAL
($)
REPORTED
VALUE OF
STOCK
AWARDS
($)
REPORTED
VALUE OF
OPTION
AWARDS
($)
YEAR-END
FAIR VALUE
OF
OUTSTANDING
AND
UNVESTED
EQUITY
AWARDS ($)
YEAR-OVER-
YEAR CHANGE
IN FAIR VALUE
OF
OUTSTANDING
AND
UNVESTED
EQUITY
AWARDS ($)
CHANGE
IN FAIR
VALUE AT
VESTING
DATE
VERSUS
PRIOR
YEAR-END
($)
FAIR VALUE
AT PRIOR
YEAR-END
OF EQUITY
AWARDS
THAT
FAILED TO
MEET
VESTING
CONDITIONS
($)
COMPENSATION
ACTUALLY PAID
($)
2024
First CEO
$5,816,136
($3,560,725)
($1,101,995)
$1,167,883
($3,541,226)
($756,205)
($1,976,132)
Other NEOs
$2,249,372
($1,019,974)
($396,082)
$299,575
($460,340)
$2,791
($849,041)
($173,699)
2023
First CEO
$5,780,285
($1,700,000)
$3,219,760
$2,209,264
$847,182
$10,356,491
Other NEOs
$2,512,596
($931,006)
($216,216)
$2,085,092
$288,651
$139,281
$3,878,398
2022
First CEO
$5,009,060
($3,274,981)
($1,274,998)
$3,487,490
$3,946,571
Second CEO
$9,817,054
($4,173,903)
($1,579,043)
($2,427,012)
$1,078,890
($5,178,378)
($2,462,392)
Third CEO
$2,115,630
($851,473)
($148,495)
$378,526
($493,717)
$29,347
$1,029,818
Other NEOs
$2,209,605
($1,008,842)
($236,559)
$382,486
($454,987)
($10,158)
($900,409)
($18,863)
2021
First CEO
Second CEO
$7,514,917
($4,293,108)
($2,114,524)
$5,778,298
($2,101,196)
$231,441
$5,015,829
Third CEO
Other NEOs
$1,807,233
($713,520)
($332,974)
$943,968
($170,466)
$62,842
$1,597,083
2020
First CEO
Second CEO
$8,379,512
($4,355,489)
($1,426,553)
$5,988,648
$75,340
($461,177)
$8,200,281
Third CEO
Other NEOs
$2,486,573
($1,242,795)
($150,780)
$2,233,246
$55,183
($13,748)
$3,367,679
       
Non-PEO NEO Average Total Compensation Amount $ 2,249,372 $ 2,512,596 $ 2,209,605 $ 1,807,233 $ 2,486,573
Non-PEO NEO Average Compensation Actually Paid Amount $ (173,699) 3,878,398 (18,863) 1,597,083 3,367,679
Adjustment to Non-PEO NEO Compensation Footnote (2)The dollar amounts reported in these columns represent the amount of “compensation actually paid” to each of the CEOs (and, in the corresponding column,
for the other NEOs (excluding the CEOs)), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount
of compensation earned by or paid to each of the CEOs (or, in the corresponding column, the other NEOs (excluding the CEOs)) during the applicable fiscal
year. In accordance with the requirements of Item 402(v) of Regulation S-K, and as described in the table below, the following equity award adjustments
(addition or subtraction from Summary Compensation Table total, as applicable) were made to each of the CEO’s and each of the other NEO’s (excluding the
CEOs) total compensation for each year to determine the compensation actually paid. The grant date fair value of equity awards represents the total of the
amounts reported in the “Stock Awards” and “Option Awards” columns, as applicable, in the Summary Compensation Table for the applicable fiscal year. To
calculate “compensation actually paid” for our CEOs and average of our other NEOs, the following applied: (i) measurement date equity fair values are
calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes; (ii) restricted stock units are valued based on the
closing stock price on the relevant measurement date; (iii) PSUs granted in 2020 are valued with an assumed a payout factor consisting of equally weighed
performance targets of Adjusted EBITDA and free cash flow, and PSUs granted in 2021, 2022, 2023 and 2024 are valued with an assumed payout factor
consisting of equally weighted performance targets of ROIC and TSR, consistent with the assumptions for ASC 718 purposes; and (iv) stock options are
valued using a Black-Scholes option pricing model at the relevant measurement date, using assumptions consistent with those used for the grant date fair
value purposes.
YEAR
EXECUTIVE(S)
REPORTED
SUMMARY
COMPENSATION
TABLE TOTAL
($)
REPORTED
VALUE OF
STOCK
AWARDS
($)
REPORTED
VALUE OF
OPTION
AWARDS
($)
YEAR-END
FAIR VALUE
OF
OUTSTANDING
AND
UNVESTED
EQUITY
AWARDS ($)
YEAR-OVER-
YEAR CHANGE
IN FAIR VALUE
OF
OUTSTANDING
AND
UNVESTED
EQUITY
AWARDS ($)
CHANGE
IN FAIR
VALUE AT
VESTING
DATE
VERSUS
PRIOR
YEAR-END
($)
FAIR VALUE
AT PRIOR
YEAR-END
OF EQUITY
AWARDS
THAT
FAILED TO
MEET
VESTING
CONDITIONS
($)
COMPENSATION
ACTUALLY PAID
($)
2024
First CEO
$5,816,136
($3,560,725)
($1,101,995)
$1,167,883
($3,541,226)
($756,205)
($1,976,132)
Other NEOs
$2,249,372
($1,019,974)
($396,082)
$299,575
($460,340)
$2,791
($849,041)
($173,699)
2023
First CEO
$5,780,285
($1,700,000)
$3,219,760
$2,209,264
$847,182
$10,356,491
Other NEOs
$2,512,596
($931,006)
($216,216)
$2,085,092
$288,651
$139,281
$3,878,398
2022
First CEO
$5,009,060
($3,274,981)
($1,274,998)
$3,487,490
$3,946,571
Second CEO
$9,817,054
($4,173,903)
($1,579,043)
($2,427,012)
$1,078,890
($5,178,378)
($2,462,392)
Third CEO
$2,115,630
($851,473)
($148,495)
$378,526
($493,717)
$29,347
$1,029,818
Other NEOs
$2,209,605
($1,008,842)
($236,559)
$382,486
($454,987)
($10,158)
($900,409)
($18,863)
2021
First CEO
Second CEO
$7,514,917
($4,293,108)
($2,114,524)
$5,778,298
($2,101,196)
$231,441
$5,015,829
Third CEO
Other NEOs
$1,807,233
($713,520)
($332,974)
$943,968
($170,466)
$62,842
$1,597,083
2020
First CEO
Second CEO
$8,379,512
($4,355,489)
($1,426,553)
$5,988,648
$75,340
($461,177)
$8,200,281
Third CEO
Other NEOs
$2,486,573
($1,242,795)
($150,780)
$2,233,246
$55,183
($13,748)
$3,367,679
       
Compensation Actually Paid vs. Total Shareholder Return
5578
       
Compensation Actually Paid vs. Net Income
5580
       
Compensation Actually Paid vs. Company Selected Measure
5582
       
Total Shareholder Return Vs Peer Group
5578
       
Tabular List, Table
2024 COMPANY FINANCIAL PERFORMANCE MEASURES
We believe in a holistic evaluation of our NEOs and use a mix of performance
measures in our annual and long-term incentive programs designed to align
executive compensation with the Company’s performance and the interests of
our stockholders. The most important financial performance measures used by
the Company to link executive compensation actually paid to the Company’s
NEOs, for the most recently completed fiscal year, to the Company’s
performance are listed in the table to the right. Additional information on these
measures and how they feature in our compensation plans can be found in our
CD&A.
Most Important Performance Measures
Adjusted EBITDA
Operating Cash Flow
Relative TSR                                                 
ROIC
       
Total Shareholder Return Amount $ 34.99 80.65 41.22 112.60 108.33
Peer Group Total Shareholder Return Amount 250.36 280.14 144.32 188.32 128.34
Net Income (Loss) $ (187,580,000) $ 25,240,000 $ 12,220,000 $ 168,820,000 $ 91,590,000
Company Selected Measure Amount 275,000,000 380,000,000 349,000,000 393,000,000 446,000,000
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Non-GAAP Measure Description Represents Adjusted EBITDA from continuing operations for 2021, 2022, 2023 and 2024. The Company divested its Australasia business in July 2023.
Adjusted EBITDA for 2020 includes the Company’s former Australasia business. See Appendix A for a reconciliation of Net Income to Adjusted EBITDA from
continuing operations for 2021, 2022, 2023 and 2024 and Net Income to Adjusted EBITDA for 2020, the most directly comparable GAAP financial measure.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Operating Cash Flow        
Measure:: 3          
Pay vs Performance Disclosure          
Name Relative TSR        
Measure:: 4          
Pay vs Performance Disclosure          
Name ROIC        
William Christensen [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 5,816,136 $ 5,780,285 $ 5,009,060    
PEO Actually Paid Compensation Amount $ (1,976,132) $ 10,356,491 3,946,571    
PEO Name William Christensen William Christensen      
Gary Michel [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     9,817,054 $ 7,514,917 $ 8,379,512
PEO Actually Paid Compensation Amount     $ (2,462,392) $ 5,015,829 8,200,281
PEO Name   Gary Michel Gary Michel Gary Michel  
Kevin Lilly [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     $ 2,115,630    
PEO Actually Paid Compensation Amount     1,029,818    
PEO Name   Kevin Lilly      
PEO | William Christensen [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 1,167,883 $ 3,219,760 3,487,490    
PEO | William Christensen [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,541,226) 2,209,264      
PEO | William Christensen [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (756,205) 847,182      
PEO | William Christensen [Member] | REPORTED VALUE OF STOCK AWARDS [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,560,725) (1,700,000) (3,274,981)    
PEO | William Christensen [Member] | REPORTED VALUE OF OPTION AWARDS [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,101,995)   (1,274,998)    
PEO | Gary Michel [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       $ 5,778,298 5,988,648
PEO | Gary Michel [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (2,427,012) (2,101,196) 75,340
PEO | Gary Michel [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     1,078,890 231,441 (461,177)
PEO | Gary Michel [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (5,178,378)    
PEO | Gary Michel [Member] | REPORTED VALUE OF STOCK AWARDS [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (4,173,903) (4,293,108) (4,355,489)
PEO | Gary Michel [Member] | REPORTED VALUE OF OPTION AWARDS [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (1,579,043) (2,114,524) (1,426,553)
PEO | Kevin Lilly [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     378,526    
PEO | Kevin Lilly [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (493,717)    
PEO | Kevin Lilly [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     29,347    
PEO | Kevin Lilly [Member] | REPORTED VALUE OF STOCK AWARDS [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (851,473)    
PEO | Kevin Lilly [Member] | REPORTED VALUE OF OPTION AWARDS [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (148,495)    
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 299,575 2,085,092 382,486 943,968 2,233,246
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (460,340) 288,651 (454,987) (170,466) 55,183
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,791 139,281 (10,158) 62,842 (13,748)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (849,041)   (900,409)    
Non-PEO NEO | REPORTED VALUE OF STOCK AWARDS [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,019,974) (931,006) (1,008,842) (713,520) (1,242,795)
Non-PEO NEO | REPORTED VALUE OF OPTION AWARDS [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (396,082) $ (216,216) $ (236,559) $ (332,974) $ (150,780)
v3.25.0.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure We do not grant equity
awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our
common stock, and do not time the public release of such information based on award grant dates. The Company has not
timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Award Timing Method We do not grant equity
awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our
common stock, and do not time the public release of such information based on award grant dates. The Company has not
timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Award Timing Predetermined false
Award Timing MNPI Considered false
Award Timing, How MNPI Considered We do not grant equity
awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our
common stock, and do not time the public release of such information based on award grant dates. The Company has not
timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.25.0.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true