David Vanevenhoven
About David Vanevenhoven
Chief Accounting Officer (CAO) of Janus International Group (JBI) since February 20, 2023; age 39 at appointment; licensed CPA; prior experience in public-company controllership, M&A integration, and public audit within manufacturing/industrials . Company performance during his tenure (2023–2024): revenue declined 9.6% to $963.8M and Adjusted EBITDA declined 27.0% to $208.5M, reflecting macro headwinds; free cash flow conversion of adjusted net income was 163% in 2024 . The board adopted stock ownership guidelines and a clawback policy in 2023; hedging and pledging of company stock are prohibited .
Company Performance During Tenure
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD Millions) | $1,066.4 | $963.8 |
| Net Income ($USD Millions) | $135.7 | $70.4 |
| Adjusted EBITDA ($USD Millions) | $285.6 | $208.5 |
| Adjusted EBITDA Margin (%) | 26.8% | 21.6% |
| Free Cash Flow Conversion of Adjusted Net Income (%) | 142% | 163% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mirion Technologies (NYSE: MIR) | Global Controller | 2019–Feb 2023 | Led accounting for and integration of eight acquisitions/divestitures; involved in SPAC merger to public company |
| Fleet Farm (KKR portfolio co.) | Assistant Corporate Controller/Director of Accounting | Oct 2016–Jun 2019 | Navigated transition from family-held business to portfolio company |
| KPMG LLP | Senior Manager (Audit) | Not disclosed | Served private/public manufacturing-sector clients; technical accounting/auditing leadership |
External Roles
- None disclosed (no public company directorships or external board roles referenced) .
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary | $260,000 per year at hire (Offer Letter dated Jan 20, 2023) |
| Target Bonus % | 25% of base salary (short-term incentive program eligibility) |
| Sign-on Bonus | $30,000; subject to pro-rata repayment if resignation within 12 months |
| 2023 Equity Award | RSUs with grant date value of $50,000 (subject to Compensation Committee approval) |
| Benefits | Eligible for standard health/welfare plans (medical, dental, vision, disability, life) |
| Tax Gross-ups | Company did not provide tax gross-ups to NEOs in 2024 and does not intend to in future |
| Restrictive Covenants | Standard form restrictive covenant agreement executed |
Performance Compensation
- Annual cash incentive program (Janus Bonus Program) in 2024 used Adjusted EBITDA as the sole performance metric; threshold 75% of target, maximum 110% of target; 2024 actual performance was 69.3% of target. The Compensation Committee approved discretionary payouts at 50% of target despite miss to support retention and recognize execution in a challenging environment. Vanevenhoven’s individual payout was not disclosed (only NEOs listed) .
| Metric | Weighting | Target | Actual | Payout (Program) | Final Approved Payout | Vesting |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (FY 2024) | 100% | $300.9M | $208.5M (69.3% of target) | 0% (below 75% threshold) | 50% of target (Committee discretion) | Annual cash; paid after year-end |
Long-term incentives architecture (not specifically disclosed for Vanevenhoven):
- Regular 2024 LTI cycle: 50% PSUs and 50% RSUs for NEOs; PSUs vest on cumulative Adjusted EBITDA over FY 2024–2026 (0–200% payout; straight-line interpolation; settle within 60 days post-certification); RSUs vest in three equal annual tranches from grant date .
- One-time PSU awards granted Dec 16, 2024 to selected executives (Jackson, Wong, Hodges, Nettie, Kahler) tied equally to cumulative Adjusted EBITDA and cumulative revenue over FY 2025–2026 (0–200% payout). No one-time PSU award disclosure for Vanevenhoven .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | Not reported among NEOs/directors as of April 23, 2025; CAO holdings not disclosed in the proxy table . |
| Ownership % of Outstanding | Not disclosed for CAO (table covers NEOs/directors only) . |
| Stock Ownership Guidelines | Executives: CEO 5x salary; NEOs (non-CEO) 3x; other executive officers 2x salary; 5 years to comply; retain ≥50% of net shares until in compliance . |
| Hedging & Pledging | Prohibited: no hedging instruments (collars, swaps, exchange funds); no margin accounts or pledging as collateral . |
| Clawback | Adopted Aug 31, 2023; recover erroneously awarded incentive comp for 3 completed fiscal years prior to a required restatement; applies to current/former executive officers; intended to comply with SEC Rule 10D-1 and NYSE 303A.14 . |
Employment Terms
| Term | Detail |
|---|---|
| Start Date | Effective Feb 20, 2023; appointment announced Feb 21, 2023 . |
| Role | Chief Accounting Officer; will serve as principal accounting officer after 2022 10-K release . |
| Offer Letter | Dated Jan 20, 2023; base salary $260,000; 25% target bonus; $30,000 sign-on; eligible for 2023 RSUs ($50,000 grant-date value), benefit plans, and restrictive covenants . |
| Severance Plan | Executive Severance and Change in Control Plan adopted Aug 31, 2023, effective Sep 1, 2023; provides severance pay/benefits for eligible executives under qualifying terminations; administered by Compensation Committee (specific multiples/payouts not disclosed for CAO) . |
| Related Party Transactions | None involving Vanevenhoven requiring Item 404(a) disclosure at appointment . |
Investment Implications
- Pay-for-performance alignment: CAO’s fixed comp is modest relative to NEOs, with a 25% target bonus and a single $50k RSU grant at hire—limited equity-driven selling pressure and a compensation mix geared toward performance via annual EBITDA targets .
- Retention risk: 2024 discretionary bonus payments signal management/board willingness to retain key executives during cyclical weakness; presence of a formal severance/change-in-control plan further supports retention, though individual CAO benefits are not disclosed .
- Alignment safeguards: Prohibitions on hedging/pledging, ownership guidelines (2x salary for other executive officers with required share retention), and clawback policy reduce governance red flags and enhance shareholder alignment .
- Execution backdrop: Company faced revenue and EBITDA declines in 2024 amid macro headwinds but delivered strong free cash flow conversion; near-term incentive payouts tied to EBITDA should be challenging but achievable if guidance for 2025 is met, which could support morale and retention across finance leadership .
Monitoring priorities: Track any future proxy disclosure of CAO equity grants/ownership, and observe Form 4 filings for insider activity to gauge selling pressure and guideline compliance (not disclosed in current proxy) .