Jeffrey Jackson
About Jeffrey T. Jackson
Independent Class II director of Astec Industries (ASTE), age 59, elected effective January 18, 2024, with a current term expiring at the 2027 annual meeting . He is the Chief Executive Officer of Cabinetworks Group and previously served at PGT Innovations from 2005–2024 in roles including President & CEO, CFO, COO, and Treasurer; earlier career roles were at Hershey, Coca-Cola, and as an Audit Manager at KPMG LLP . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PGT Innovations Inc. | President & CEO; previously CFO, COO, Treasurer | 2005–2024 (various senior roles) | Visionary operator driving sales and bottom-line results; improved performance and organizational capability |
| Hershey; Coca-Cola | Finance/operations roles | Prior to PGT (dates not disclosed) | Large consumer company experience |
| KPMG LLP | Audit Manager | Prior to Hershey/Coca-Cola (dates not disclosed) | Audit discipline and controls background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cabinetworks Group (private) | Chief Executive Officer | Current | Leads the largest privately owned cabinet manufacturer |
| PGT Innovations Inc. (NYSE: PGTI) | Director | Current | Board oversight at a building products manufacturer |
| Smith Douglas Homes Corp. (NYSE: SDHC) | Director | Current | Board role at a homebuilder |
Board Governance
- Committee assignments: Member, Compensation Committee; the Compensation Committee held 4 meetings in 2024; chair is Linda I. Knoll .
- Independence: Board has determined all directors other than the CEO are independent under Nasdaq rules .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; the Board met six times .
- Executive sessions: Independent directors meet in executive session at least four times annually .
- Board leadership: Independent Chair (William D. Gehl); Board periodically reviews leadership structure .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $58,125 | Pro-rated cash retainers and committee fees for 2024 |
| Stock Awards (RSUs grant-date fair value) | $125,000 | Annual director RSU grant; value increased to $125,000 in May 2024 |
| Total 2024 Director Compensation | $183,125 | Sum of cash and RSUs |
Director Compensation Structure (non-employee directors):
| Item | Policy/Amount |
|---|---|
| Annual Board Retainer | $75,000; payable in cash, stock, or deferred stock at director’s election |
| Supplemental Retainers | Non-Exec Chair $90,000; Audit Chair $20,000; Compensation Chair $15,000; NCGC Chair $15,000; Audit member $10,000; Compensation member $7,500; NCGC member $7,500 |
| Annual Stock Award | RSUs valued at $125,000 on the day following the annual meeting; vest the day prior to the next annual meeting (unless deferred) |
| Stock Ownership Guidelines | Hold shares equal to ≥5× annual retainer; until met, retain 75% of “net shares” from director compensation program; as of Jan 1, 2025, directors appointed since 2022 (including Jackson) were compliant via the 75% retention rule; three longer-tenured directors had met target ownership |
Performance Compensation
- Directors do not receive performance-based equity or cash incentives; annual equity is time-based RSUs that vest ahead of the next annual meeting (or may be deferred) .
- Anti-hedging and clawback governance applies company-wide: hedging prohibited for directors; compensation recoupment policy compliant with SEC/Nasdaq adopted Oct 2, 2023 .
Performance metric table (director compensation):
| Metric | Applicable to Non-Employee Directors? | Basis |
|---|---|---|
| Financial/ESG performance gates for awards | Not applicable | Director RSUs are time-based, not performance-based |
| Hedging/pledging restrictions | Hedging prohibited; pledging not disclosed | Insider Trading Policy prohibits hedging |
| Clawback | Subject to Company clawback policy | Clawback policy adopted to comply with SEC/Nasdaq |
Other Directorships & Interlocks
| Company | Role | Interlock/Related-Party Notes |
|---|---|---|
| PGT Innovations Inc. | Director | No Compensation Committee interlocks or insider participation disclosed for ASTE’s committee members in 2024 |
| Smith Douglas Homes Corp. | Director | No Compensation Committee interlocks or insider participation disclosed for ASTE’s committee members in 2024 |
| Cabinetworks Group | CEO | Not identified as ASTE related party in proxy; related-party disclosure section cites a customer tied to another director (Winford), not Jackson |
Expertise & Qualifications
- Public company executive experience (CEO at PGT Innovations; CEO at Cabinetworks), with strong finance and operational leadership .
- Finance/audit background (KPMG Audit Manager; multiple CFO roles), risk management literacy .
- Manufacturing/operational excellence and strategy execution in industrial/consumer building products .
- M&A and capital markets exposure; international business experience noted in Board matrix .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| Jeffrey T. Jackson | 3,817 | <1% | Includes 2,976 RSUs convertible to shares within 60 days of Feb 27, 2025 |
Director equity awards outstanding at year-end:
- Unvested RSUs: 2,976 (standard annual director grant; vests prior to next annual meeting unless deferred) .
- Ownership guidelines: ≥5× annual retainer; must retain 75% of net shares until guideline met; Jackson (appointed 2024) was compliant via retention requirement (not necessarily at target ownership yet) .
Governance Assessment
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Positive signals:
- Independent director with deep public-company CEO/CFO background; adds finance and operational rigor to the Compensation Committee .
- Transparent director pay structure with modest cash retainers and time-based equity; stock ownership guidelines with mandatory retention promote alignment .
- No Compensation Committee interlocks or insider participation; no related-party transactions disclosed involving Jackson; anti-hedging policy enforced .
- Strong shareholder support for executive pay (98% say-on-pay approval in 2024), reinforcing overall governance credibility .
-
Watch items:
- Tenure is short (elected Jan 18, 2024), so track ongoing attendance and engagement; Board reported ≥75% attendance for incumbents in 2024; independent sessions at least quarterly .
- Multiple concurrent roles (CEO of Cabinetworks and director at two public companies) warrant routine monitoring for time-commitment risk, though no conflicts are disclosed in ASTE’s related-party section .
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RED FLAGS: None disclosed specific to Jackson (no related-party transactions, no hedging, no committee interlocks, and director compensation adheres to plan guidelines) .