Anselm Wong
About Anselm Wong
Executive Vice President and Chief Financial Officer of Janus International Group, Inc. (JBI) since July 2022; age 53; Bachelor of Commerce (University of Toronto), CPA, Six Sigma Green Belt; prior roles include CFO of GE Digital (2019–2022) and Deputy CFO of Resideo (2018–2019) . Company 2024 performance: revenue $963.8M vs $1,066.4M in 2023; net income $70.4M vs $135.7M; Adjusted EBITDA $208.5M vs $285.6M, reflecting project deferrals and macro headwinds, while the team executed cost actions, debt repricing, and $78.7M of buybacks . Pay-versus-performance disclosure shows 2024 company TSR “$52.99” vs S&P 600 Small Cap Industrials peer TSR “$106.28,” with 2024 net income $70.4M and Adjusted EBITDA $208.5M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GE Digital | Chief Financial Officer | 2019–2022 | Senior finance leadership for GE’s software business |
| Resideo Technologies | Deputy CFO | 2018–2019 | Deputy finance leadership at Honeywell Homes spin-off entity |
| Honeywell | VP Finance & Spin Leader (20 yrs at Honeywell) | ~1998–2018 | Led 10‑month spin of Honeywell Homes (Resideo): separated 250+ legal entities, 17 ERP systems, 17 factories and hundreds of sites globally |
External Roles
No public company directorships or external board roles disclosed in JBI’s proxy for Mr. Wong .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $242,308 | $500,000 | $535,500 (earned); FY2024 ending salary set at $551,000 |
| Target Annual Bonus (% of salary) | 75% (per offer letter) | 75% | 75% |
| 2024 Annual Bonus Outcome ($) | — | — | $205,031 (50% of target via discretion after EBITDA missed threshold) |
| Other Compensation ($) | $4,904 | $8,510 | $8,688 |
Notes:
- 2024 annual cash bonus plan was 100% based on Adjusted EBITDA; actual 2024 performance (69.3% of target) missed the 75% threshold, so formulaic payout was 0%, but the Compensation Committee approved 50% of target to support retention and recognize execution in a difficult macro .
Performance Compensation
Annual Incentive Plan – 2024 Design and Actuals
| Metric | Weight | Threshold | Target | Max | Actual | Payout (before discretion) | Final Approved |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (millions) | 100% | $225.7 | $300.9 | $331.0 | $208.5 | 0% | 50% of target (discretion) |
2024 Long-Term Incentive Grants (awarded in 2024)
| Grant | Grant Date | Instrument | Units (Th/Tg/Mx) | Grant Date Fair Value ($) | Performance Metric(s) | Payout Range | Vesting |
|---|---|---|---|---|---|---|---|
| Regular LTI – RSU | 3/19/2024 | RSU | 364,833 | $5,410,473 | Time-based | n/a | 3 equal annual installments on anniversaries |
| Regular LTI – PSU (2024–2026) | 3/19/2024 | PSU | 13,840 / 27,679 / 55,358 | $410,480 | 3-yr Cumulative Adjusted EBITDA (90–110% of target) | 0–200% | Vests after performance period/certification |
| One-Time PSU Award (2025–2026) | 12/16/2024 | PSU | 47,348 / 94,696 / 189,392 | $749,992 | 2-yr Cumulative Adjusted EBITDA (50%) + 2-yr Cumulative Revenue (50%) | 0–200% | Vests after performance period/certification |
| One-Time RSU (Retention) | 3/19/2024 | RSU | Included above (separate $ value) | $5,000,000 | Time-based | n/a | 3 substantially equal annual installments |
PSU Settlements (prior cycle)
| PSU Grant Cycle | Performance Period | Performance Metric | Actual vs Target | Payout |
|---|---|---|---|---|
| 2022 PSU Award | FY2022–FY2024 | Cumulative Adjusted EBITDA | 115% of target ($722.5M vs $629.3M; max >110%) | 200% of target |
Equity Ownership & Alignment
Beneficial Ownership and Holdings (as of April 23, 2025; less than 1% of shares outstanding)
| Holding Category | Amount |
|---|---|
| Shares beneficially owned (direct/indirect) | 129,887 |
| Rights to acquire shares (within 60 days) | 123,846 |
| Total (SEC definition) | 253,733 |
| % of Outstanding | <1% (based on 139,961,636 shares) |
Outstanding Equity Awards at FY-end (12/28/2024)
| Instrument | Status | Quantity | Exercise/Ref Price | Expiration/Notes | Market/Grant Reference |
|---|---|---|---|---|---|
| Stock Options | Exercisable | 123,846 | $9.03 | 7/1/2032 | — |
| Stock Options | Unexercisable | 123,849 | $9.03 | 7/1/2032 | — |
| RSUs (unvested) | Unvested | 457,353 | — | 3-year ratable vesting on 2023 and 2024 grants | $3,366,118 mv at $7.36 close |
| PSUs (unearned) | Target/Unearned | 123,938 | — | 3-yr cycles ending FY2025 & FY2026 | $912,184 mv at $7.36 close |
Notes:
- FY-end stock price reference: $7.36 closing price on 12/27/2024 (used for market value) . Given option exercise price $9.03, these options were out-of-the-money at FY-end .
- 2024 Option Exercises and Stock Vested: Mr. Wong had no option exercises in 2024; 10,267 shares vested from stock awards with $154,005 in value realized on vesting .
- Hedging and pledging are prohibited by policy; margin accounts and pledging Company stock as collateral are not allowed .
- Ownership guidelines: NEOs must hold 3× base salary within five years; counts include unvested time-based RSUs but exclude options and unvested PSUs; executives who are not yet compliant must retain at least 50% of net shares from equity awards .
- Insider trading plans: Rule 10b5‑1 plan guidelines and pre-clearance required for directors/officers .
Employment Terms
- Offer letter (effective July 1, 2022): base salary $500,000; target bonus 75% of salary; initial equity included $750,000 in options (4-year ratable) plus 2022 equity of $325,000 PSU (cliff-vest end of 2024, subject to Adjusted EBITDA) and $325,000 options (4-year ratable); subject to standard restrictive covenants .
- Executive Severance and Change in Control Plan (effective Sept 1, 2023):
- Without Cause/for Good Reason outside CIC protection period: cash severance = 1× (salary + Annual Bonus), paid over 12 months; 12 months of COBRA coverage; company-paid outplacement (cap 10% of base) .
- During CIC protection period (2 years post-CIC): cash severance = 2× (salary + Annual Bonus), paid over 12 months; 18 months of COBRA; outplacement .
- Restrictive covenants include a two-year post-employment non-compete and non-solicit .
- Equity upon CIC/termination follows award agreements (double-trigger acceleration if awards are assumed and the executive is terminated within one year) .
Estimated Payments (as of 12/28/2024)
| Scenario | Cash Compensation ($) | Equity Acceleration ($) | Benefits & Outplacement ($) |
|---|---|---|---|
| Termination without Cause/for Good Reason (outside CIC period) | 1,013,516 | 0 | 82,489 |
| Termination without Cause/for Good Reason (during CIC period) | 2,027,031 | 4,278,302 | 96,183 |
Change-in-Control Equity Treatment (summary)
- RSUs: if not assumed, unvested RSUs vest at CIC; if assumed and terminated without Cause within 1 year post-CIC, unvested RSUs vest .
- PSUs: if not assumed, vest at greater of target or performance through CIC; if assumed and terminated without Cause within 1 year post-CIC, vest at greater of target or performance through CIC .
- Options: if not assumed, unvested options vest; on termination without Cause within 1 year post-CIC, unvested options vest; post-termination exercise windows per plan .
Compensation & Incentives (detail)
Summary Compensation Table – Anselm Wong
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Comp ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2022 | 242,308 | 250,000 | 324,999 | 1,075,000 | — | 4,904 | 1,897,211 |
| 2023 | 500,000 | — | 649,986 | — | 720,000 | 8,510 | 1,878,496 |
| 2024 | 535,500 | 205,031 | 6,570,945 | — | — (discretionary bonus shown in Bonus column) | 8,688 | 7,320,164 |
Additional program design context:
- Compensation consultant: Mercer; 2024 adjustments aimed at market median; peer group listed (e.g., AAON, AZEK, CSWI, Graco, Nordson, Trex, Zurn, etc.) .
- Say‑on‑pay support: ~98% approval at 2024 annual meeting .
- No tax gross‑ups; clawback policy adopted Aug 31, 2023 compliant with SEC Rule 10D‑1/NYSE; applies to incentive-based comp for the 3 completed FYs prior to a restatement .
Performance & Track Record (company-level context)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($M) | 1,066.4 | 963.8 |
| Net Income ($M) | 135.7 | 70.4 |
| Adjusted EBITDA ($M) | 285.6 | 208.5 |
| Cash from Operations ($M) | — | 154.0 |
| Free Cash Flow ($M) | — | 133.9 |
| Share Repurchases ($M) | — | 78.7 |
| Debt Actions | — | Voluntary $21.9M paydown; term loan repriced −50 bps margin |
Highlights:
- 2024 volume softness from project deferrals tied to macro/interest rates; management initiated structural cost reductions, invested in Nokē, opened new DCs, and completed tuck-in acquisition; Nokē installed units +32% to 365,000 .
- 2024 annual bonus metric missed threshold; committee applied 50% discretionary payout to support retention .
Related Party Transactions and Governance
- No related party transactions disclosed for Mr. Wong; disclosed employment-related transactions pertain to relatives of other executives (Hodges, Kahler) and were Audit Committee‑approved .
- Insider trading policy prohibits hedging, short sales, margin accounts, and pledging; Rule 10b5‑1 plans governed by strict guidelines and pre‑clearance .
Equity Vesting & Selling Pressure Outlook
- Time‑based RSUs from 3/19/2024 (both regular LTI and one‑time $5M grant) vest ratably over three years, creating expected settlement events on each anniversary (subject to blackout/policy) .
- PSUs from 2024 cycle vest post FY2026 certification; one‑time 2024 PSUs vest post FY2026 based on 2025–2026 cumulative revenue and Adjusted EBITDA (0–200% of target) .
- 2022 options remain out‑of‑the‑money at FY‑end reference price ($7.36 vs $9.03 strike) .
Note: We attempted to pull Mr. Wong’s 2024–2025 Form 4 transactions via the insider‑trades skill; the request failed due to an access error. As a proxy, the 2024 “Option Exercises and Stock Vested” table shows no option exercises and 10,267 shares vested for Mr. Wong in 2024 .
Investment Implications
- Alignment: Significant unvested equity (RSUs $3.37M; PSUs $0.91M at FY‑end prices) and PSU structures (0–200% based on multi‑year financials) support pay-for-performance and retention; hedging/pledging prohibited; ownership guidelines require 3× salary within 5 years .
- Retention: Large time‑based RSUs including a $5M one‑time grant and new PSUs create multi‑year vesting over 2025–2027, reducing near‑term departure risk but potentially adding periodic selling pressure around vest dates .
- Governance watch‑outs: 2024 formulaic bonus was 0% but committee paid 50% of target for retention—reasonable given macro headwinds but a flag for strict pay‑for‑performance purists; clawback policy mitigates restatement risk; no tax gross‑ups .
- Change-in-control economics: Double‑trigger equity acceleration and 2× cash multiple (during CIC period) balance retention with shareholder protections; estimated CIC cash $2.03M and equity acceleration $4.28M as of FY‑end .
- Execution lens: 2024 saw revenue and EBITDA decline, but strong FCF, debt repricing, and buybacks signal disciplined capital allocation; 2022–2024 PSUs paid at max (200%), evidencing prior-cycle over‑delivery on cumulative Adjusted EBITDA .