Not independent
Tenure on this board
3.5 yrs
10 nominees · 4 ballot items.
Elect ten directors; advisory approval of named executive officer compensation; ratify PricewaterhouseCoopers LLP as independent auditor for 2026; approve the JELD‑WEN Holding, Inc. 2026 Omnibus Equity Plan.
Election of ten nominated directors to serve until the 2027 annual meeting.
Non-binding, advisory “say-on-pay” vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The proposal asks stockholders to approve, on a non-binding basis, the Company’s executive compensation program as disclosed in the proxy. Management seeks shareholder approval to validate its pay-for-performance framework, which ties significant compensation to short-term and long-term financial metrics (MIP and PSUs) and includes governance features such as clawbacks, stock ownership requirements and no hedging/pledging. The Board cites a strong 95.03% prior-year approval as evidence of investor support and says the Compensation Committee uses an independent consultant and a peer group benchmark to set compensation. Approval would signal endorsement of compensation design and support continued use of performance-based incentives; rejection would prompt the Committee to reconsider program design and engage with shareholders. The Board recommends a 'FOR' vote, stating the program aligns executive pay with long-term shareholder value and retention needs, with rationale emphasizing performance metrics, equity-based incentives and governance safeguards.
Ratify PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2026.
Approve the JELD‑WEN Holding, Inc. 2026 Omnibus Equity Plan to authorize up to 3,000,000 shares for equity awards and replace the 2017 Plan.
Management proposes adoption of the 2026 Omnibus Equity Plan to replenish the equity pool with up to 3,000,000 shares to ensure continued ability to grant long‑term incentive awards after the 2017 Plan expires in January 2027. The Board and Compensation Committee argue the plan is prudent to retain and motivate employees and includes governance best practices—no evergreen feature, limits on grants per person, minimum vesting, anti-repricing without shareholder approval, conservative share recycling, forfeiture/clawback provisions, and limits on director awards. They considered current available shares under the 2017 Plan, outstanding awards, historical burn rate and overhang, and modified some existing awards to be cash‑settled to reduce dilution. Approval is required for NYSE rules and tax-qualified incentive stock options; if not approved, management will reassess alternatives but may face inability to grant annual equity awards after the 2017 Plan expires.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Turtle Creek Asset Management Inc. | 19.3% | 16,625,557 | $21M |
| 2 | MILLER VALUE PARTNERS, LLC | 7.7% | 6,619,885 | $8M |
| 3 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 4.9% | 4,262,108 | $5M |
| 4 | D. E. Shaw Co., Inc.Activist | 4.2% | 3,626,857 | $4M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 3,523,555 | $4M |
| 6 | BlackRock, Inc. | 4.0% | 3,456,242 | $4M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 2.9% | 2,534,873 | $3M |
| 8 | BlackRock, Inc. | 2.9% | 2,471,363 | $3M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.4% | 2,095,185 | $3M |
| 10 | One Fin Capital Management LP | 2.2% | 1,912,044 | $2M |
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