David Doll
About David Doll
Independent Class II director of Janus International Group, Inc. (JBI), age 66, serving since 2021; background in self‑storage real estate with finance training. Doll served as President of Real Estate at Public Storage (2005–2017) and previously worked at Westfield Corporation; he holds a BBA in accounting from the University of Michigan’s Ross School of Business .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public Storage, Inc. | President of Real Estate | 2005–2017 | Led real estate function at one of the largest self‑storage owners |
| Westfield Corporation | Executive role (unspecified) | Prior to 2005 | International shopping center developer/owner/operator experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed | — | — | Proxy biography does not list current public company directorships for Doll |
Board Governance
- Independence: Board determined Doll is independent under NYSE standards .
- Committees: Audit Committee member; Chair of the Nominating & Corporate Governance Committee .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; all but one director attended the 2024 annual meeting .
- Board refresh and structure: Proposal to declassify the Board (annual elections) and eliminate supermajority provisions; Board recommends “FOR” .
- Lead Independent Director: Not appointed given separation of Chair and CEO roles .
| Committee | Role | 2024 Meetings | Attendance Disclosure |
|---|---|---|---|
| Audit | Member | 5 regular, 4 special | Each incumbent ≥75% attendance |
| Nominating & Corporate Governance | Chair | 4 regular | Each incumbent ≥75% attendance |
Fixed Compensation
- Structure (effective June 7, 2024): $200,000 annual director retainer (at least $100,000 paid in RSUs), plus committee chair/member fees paid in RSUs: Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $15,000; Committee member $10,000; Vice Chair $20,000 if applicable; expenses reimbursed .
- Meeting fees: Not disclosed; reimbursement of reasonable out‑of‑pocket expenses only .
| Component | Amount | Form | Effective Date |
|---|---|---|---|
| Annual Director Retainer | $200,000 | RSUs/cash combo (≥$100k in RSUs) | June 7, 2024 |
| Nominating Chair Fee | $15,000 | RSUs | June 7, 2024 |
| Audit Committee Membership | $10,000 | RSUs | June 7, 2024 |
| Expense Reimbursement | Actuals | Cash | Ongoing |
| Director (2024) | Cash Fees | Stock Awards (Grant Date Fair Value) | Total | RSU Grant Details |
|---|---|---|---|---|
| David Doll | $0 | $225,000 | $225,000 | 16,942 RSUs granted June 18, 2024; vest June 7, 2025 |
Performance Compensation
- Non‑employee director equity is time‑based RSUs; no performance metrics or options for directors .
- Accelerated vesting: Unvested RSUs cancel upon termination, except vesting on death/disability or upon Change in Control if continuous service through the event .
| Equity Type | Grant Date | Shares | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (Director grant) | June 18, 2024 | 16,942 | $225,000 | Vest June 7, 2025 | None (time-based) |
| Plan Terms | — | — | — | Death/Disability/CIC acceleration exceptions | — |
Other Directorships & Interlocks
- Board service limits: Max four public company boards; audit committee limit of three; all directors comply .
- No related supplier/customer interlocks disclosed for Doll; supplier relationships reviewed for other directors (Fradin, Byerly, Hanna) and deemed not material .
Expertise & Qualifications
- Education: BBA, University of Michigan Ross School of Business; accounting major .
- Domain expertise: Self‑storage industry operations and real estate; prior large‑scale retail real estate experience .
- Board qualification: Determined to possess skills and attributes meeting Company’s governance criteria .
Equity Ownership
- Stock ownership guidelines: Non‑employee directors must hold ≥3x annual retainer within five years; must retain ≥50% of net shares until compliant .
- Hedging/pledging: Prohibited for directors (short sales, hedging, margin accounts, pledging) .
| Holder | Direct/Indirect Shares | Rights to Acquire (within 60 days) | Total | % Outstanding | Notes |
|---|---|---|---|---|---|
| David Doll | 82,752 | 16,942 RSUs | 99,694 | <1% | RSUs vest June 7, 2025 |
Governance Assessment
- Independence and roles: Doll is independent and chairs Nominating & Corporate Governance; he also serves on Audit—positions that influence board refresh, governance standards, and risk oversight .
- Engagement: Board/committee cadence is regular with special meetings; incumbents met ≥75% attendance, supporting baseline engagement .
- Alignment: Director pay is RSU‑heavy with mandatory equity mix and ownership guidelines, and hedging/pledging prohibitions—positive for shareholder alignment .
- Conflicts/related‑party exposure: No related‑party transactions involving Doll disclosed in 2024; RPTs involving relatives were limited to certain executives and pre‑approved by the Audit Committee .
- Governance signals: Board moving to declassify and eliminate supermajority votes; recent say‑on‑pay passed with ~98% approval—supportive of governance quality and investor confidence .
RED FLAGS: None specifically identified for Doll. No hedging/pledging allowed by policy; no Doll‑specific related‑party transactions disclosed; attendance threshold met for incumbents .