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
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Way of Central Ohio | President & CEO (retired) | 2003–2017 | Led one of the largest United Way affiliates; first woman and first African American to hold the role |
| City of Columbus, Ohio | City Attorney | Not disclosed | Legal leadership; first African American woman elected as City Attorney |
| Franklin County, Ohio | Municipal Court Judge | Not disclosed | First African American female judge in Franklin County |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wittenberg University | Trustee | 2016–May 2024 | Governance & 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 Board | Chair | Apr 2021–Apr 2023 | Led oversight body |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Jackson is independent under SEC and NYSE rules; no material relationship with IBP |
| Committees | Compensation & Human Capital Committee (Chair); Nominating & Corporate Governance Committee (Member) |
| Attendance | Board held 6 meetings in 2024; each director attended at least 75% of Board and committee meetings; independent directors held 4 executive sessions |
| Director Election | Nominated in 2025; expected term through 2028 upon election |
| CHC Interlocks | No compensation committee interlocks or insider participation in 2024 |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board Cash Retainer | 85,000 | Standard non‑employee director cash retainer |
| Committee Chair Fee (CHC) | 17,500 | CHC Committee Chair annual fee |
| Committee Member Fee (NCG) | 7,500 | NCG Committee non‑chair annual fee |
| Meeting Fees | 0 | No meeting fees; expenses reimbursed |
| 2024 Cash Paid (Actual) | 108,342 | Paid quarterly; reflects actual service in 2024 |
| Cap on Director Compensation | 400,000 | Max total cash + equity per non‑employee director per fiscal year (2023 Plan) |
Director Compensation (2024 actuals):
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Janet E. Jackson | 108,342 | 125,000 | - | 233,342 |
Performance Compensation
| Element | Grant Detail | Vesting | Notes |
|---|---|---|---|
| Annual Restricted Stock | Target 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
| Category | Detail |
|---|---|
| Current public company boards | None disclosed (biography lists nonprofit and civic boards) |
| Interlocks | No 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
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Janet E. Jackson | 7,567 | <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:
| Date | Type | Shares | Price | Holdings After | Source |
|---|---|---|---|---|---|
| 05/20/2025 | A (grant) | 775 | $0 | 8,342 (Direct) |
Governance Assessment
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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 .