JELD WEN HOLDING INC (JELD)
Sector: Industrials
2026 Annual Meeting Analysis
JELD WEN HOLDING INC · Meeting: April 22, 2026
Directors FOR
2
Directors AGAINST
8
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Ten Directors
Against Analysis
Christensen has served as a director since late 2022 (more than 24 months), and the stock has fallen 88% over three years while the peer group gained 37% — a gap of 125 percentage points that far exceeds the 20-point trigger; the 5-year record is equally poor, so no mitigating downgrade applies.
Halligan has served since 2022 and is subject to the full TSR trigger; the stock is down 88% over three years versus a peer group that gained 37%, a 125-point gap well above the policy threshold, and the 5-year record provides no mitigant; additionally, she sits on four public company boards simultaneously, which meets the overboarding threshold under policy.
Joubert has served since 2021 and her tenure fully overlaps the underperformance period; the stock is down 88% over three years while the peer median gained 37%, a 125-point gap far above the 20-point trigger, and the equally poor 5-year record means no mitigating downgrade applies.
Marshall has served since 2021 and her tenure fully overlaps the underperformance period; the stock is down 88% over three years while the peer median gained 37%, a 125-point gap far above the 20-point trigger, and the equally poor 5-year record means no mitigating downgrade applies.
Nord has served as board chair since 2021 and his tenure fully overlaps the underperformance period; the stock is down 88% over three years while the peer median gained 37%, a 125-point gap far above the 20-point trigger, and the equally poor 5-year record means no mitigating downgrade applies.
Taten has served since 2014 and his tenure fully encompasses the entire underperformance period; the stock is down 88% over three years while the peer median gained 37%, a 125-point gap far above the 20-point trigger, and the equally poor 5-year record means no mitigating downgrade applies.
Wendt has served since 1985 and his tenure fully encompasses the entire underperformance period; the stock is down 88% over three years while the peer median gained 37%, a 125-point gap far above the 20-point trigger, and the equally poor 5-year record means no mitigating downgrade applies.
Wynne has served since 2012 and his tenure fully encompasses the entire underperformance period; the stock is down 88% over three years while the peer median gained 37%, a 125-point gap far above the 20-point trigger, and the equally poor 5-year record means no mitigating downgrade applies.
For Analysis
Franzen joined the board in 2024, which is within the 24-month new-director exemption period, so the TSR underperformance trigger does not apply to her.
Hilton joined the board in 2023, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply to him.
Eight of ten directors are recommended AGAINST due to severe and sustained stock price underperformance — JELD's shares have fallen 88% over three years while the company's own compensation peer group gained 37%, a 125-percentage-point gap that far exceeds the 20-point threshold triggered when absolute returns are negative; the 5-year picture is equally poor, so no mitigating adjustment applies. Two newer directors (Franzen, joined 2024; Hilton, joined 2023) are within the 24-month new-director exemption and receive a FOR vote. Halligan also receives an AGAINST for overboarding, as she simultaneously sits on four public company boards.
Say on Pay
✗ AGAINSTCEO
William J. Christensen
Total Comp
$6,283,343
Prior Support
95.03%%
The pay-for-performance alignment test fails decisively: the CEO received $6.28 million in total compensation — including substantial incentive equity awards — while shareholders lost 88% of their investment over three years and the company's own peer group gained 37%, a 125-percentage-point gap. Although the annual cash bonus paid out at only 42% of target (reflecting some performance sensitivity), the overall incentive pay level remains above what is appropriate given that shareholders experienced near-total value destruction while executives retained meaningful compensation. The 2025 PSU program does include meaningful performance conditions (ROIC, net trade sales, and a relative TSR modifier), and the prior year's 2023 PSU awards correctly paid out zero due to missed targets, which are positives — but the overall pay level relative to the catastrophic shareholder experience warrants a NO vote.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy text references PwC fee data beginning on page 59 but the actual fee table was not included in the provided filing text, so the non-audit fee ratio cannot be calculated; absent confirmed data triggering a No vote under policy, the default vote is FOR. PwC is a Big 4 firm appropriate for a company of this size, and auditor tenure is not disclosed in the provided text so the tenure trigger cannot fire.
Overall Assessment
This is a deeply troubled ballot for JELD-WEN shareholders: the stock has lost 88% of its value over three years and 95% over five years while the company's own peer group gained meaningfully, and eight of ten director nominees are recommended AGAINST on the basis of that sustained underperformance. The say-on-pay vote is also recommended AGAINST because the magnitude of shareholder value destruction is not consistent with the incentive pay levels delivered to executives, despite some positive structural features in the compensation program.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing