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Janet Jackson

About Janet E. Jackson

Janet E. Jackson (age 72) is an independent director at Installed Building Products (IBP) serving since 2014; she is a Class III director, nominated for re‑election at the 2025 annual meeting, with the term expected to run until 2028 upon shareholder approval . Jackson is the retired President and CEO of United Way of Central Ohio (2003–2017) and holds a J.D. from The George Washington University and a B.A. from Wittenberg University; she previously served as City Attorney of Columbus, Ohio and as a Franklin County Municipal Court Judge . Core credentials emphasize executive leadership, human capital oversight, legal judgment, and community engagement .

Past Roles

OrganizationRoleTenureCommittees/Impact
United Way of Central OhioPresident & CEO (retired)2003–2017Led one of the largest United Way affiliates; first woman and first African American to hold the role
City of Columbus, OhioCity AttorneyNot disclosedLegal leadership; first African American woman elected as City Attorney
Franklin County, OhioMunicipal Court JudgeNot disclosedFirst African American female judge in Franklin County

External Roles

OrganizationRoleTenureCommittees/Impact
Wittenberg UniversityTrustee2016–May 2024Governance & Board Affairs (2018–May 2024), Advancement & Alumni (2017–May 2024), Enrollment Mgmt (2016–2018), Academic & Student Life (2016–2019), Finance & Investments (2020–May 2024)
City of Columbus Civilian Police Review BoardChairApr 2021–Apr 2023Led oversight body

Board Governance

ItemDetail
IndependenceBoard determined Jackson is independent under SEC and NYSE rules; no material relationship with IBP
CommitteesCompensation & Human Capital Committee (Chair); Nominating & Corporate Governance Committee (Member)
AttendanceBoard held 6 meetings in 2024; each director attended at least 75% of Board and committee meetings; independent directors held 4 executive sessions
Director ElectionNominated in 2025; expected term through 2028 upon election
CHC InterlocksNo compensation committee interlocks or insider participation in 2024

Fixed Compensation

ComponentAmount ($)Notes
Annual Board Cash Retainer85,000Standard non‑employee director cash retainer
Committee Chair Fee (CHC)17,500CHC Committee Chair annual fee
Committee Member Fee (NCG)7,500NCG Committee non‑chair annual fee
Meeting Fees0No meeting fees; expenses reimbursed
2024 Cash Paid (Actual)108,342Paid quarterly; reflects actual service in 2024
Cap on Director Compensation400,000Max total cash + equity per non‑employee director per fiscal year (2023 Plan)

Director Compensation (2024 actuals):

NameFees Earned/Paid in Cash ($)Stock Awards ($)All Other ($)Total ($)
Janet E. Jackson108,342 125,000 - 233,342

Performance Compensation

ElementGrant DetailVestingNotes
Annual Restricted StockTarget fair value $125,000 (granted on Annual Meeting date at closing price) Time‑based vesting; directors appointed mid‑year receive pro‑rata grants No options; non‑employee directors do not receive incentive awards or retirement plans
RS Grant (2025)775 shares granted 05/20/2025 Vests on earlier of: one year from grant, immediately prior to first annual meeting after grant, or upon director’s death; subject to continued service for (i) and (ii) Post‑transaction holdings shown below

Performance metrics for directors: none (director pay is not tied to financial/ESG performance metrics; equity aligns interests via ownership) .

Other Directorships & Interlocks

CategoryDetail
Current public company boardsNone disclosed (biography lists nonprofit and civic boards)
InterlocksNo CHC interlocks/insider participation during 2024

Expertise & Qualifications

  • Legal and governance expertise from service as City Attorney and Municipal Court Judge; executive leadership and human capital experience from United Way tenure .
  • Board skills cited: executive leadership, strategic/operational oversight, human capital, legal judgment, community engagement and inclusion .

Equity Ownership

HolderShares Beneficially Owned% of Outstanding
Janet E. Jackson7,567 <1% (based on 27,610,885 shares outstanding)

Ownership alignment and policies:

  • Non‑employee directors must hold Company stock equal to the greater of $425,000 or five times annual cash retainer (excluding committee and presiding independent director retainers) .
  • Prohibition on hedging/pledging applies to officers and directors (Board exception disclosed only for CEO) .
  • Board annually reviews compliance with stock ownership policies for executive officers and non‑employee directors .

Insider trades snapshot:

DateTypeSharesPriceHoldings AfterSource
05/20/2025A (grant)775$08,342 (Direct)

Governance Assessment

  • Strengths

    • Independent status, no disclosed related‑party transactions involving Jackson; Board maintains formal related party policy administered by Audit Committee .
    • CHC Chair role places Jackson at the center of pay design, risk, clawbacks, ownership policies, and human capital oversight; no CHC interlocks in 2024, reducing conflict risk .
    • Attendance threshold met; Board structure includes majority vote with resignation policy and regular independent executive sessions, supporting accountability and oversight .
    • Director pay includes a meaningful equity component; annual RS grants align director incentives with shareholder interests; no hedging/pledging allowed for directors .
  • Watch items

    • Broader related‑party transactions exist at IBP (Edwards affiliates and M/I Homes) but none attributed to Jackson; continued Audit Committee oversight remains key .
    • Ownership guideline for directors is sizable (≥$425,000 or 5× cash retainer); Board reviews compliance annually but individual compliance status for Jackson not disclosed .
  • Red flags

    • None identified specific to Jackson: no hedging/pledging exception, no interlocks, no related‑party transactions disclosed, no meeting fees, and capped director compensation .