Jeld-Wen (JELD) Proxy Filing summary

Executive summary

• Leadership focused on strengthening the foundation and driving a high-performance, values-based culture, with strategic clarity and cost optimization across North America and Europe in 2024.

• Senior leadership team refreshed with new CFO, chief digital officer, and regional transformation leaders to accelerate growth.

• Continued transformation efforts and commitment to long-term value creation for stakeholders.

Voting matters and shareholder proposals

• Election of ten directors to the board, all current members, with a mix of tenure and expertise.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Approval of amended and restated 2017 Omnibus Equity Plan, increasing shares available by 2,000,000.

Board of directors and corporate governance

• Board is majority independent, with 40% women and an average tenure of five years.

• Annual elections, no supermajority requirements, and stockholder rights to call meetings and act by written consent.

• Board committees (Audit, Compensation, Governance & Nominating) are fully independent and conduct annual self-evaluations.

• Mandatory retirement age for non-employee directors and robust director selection process emphasizing diversity and relevant experience.