Eileen Youds

About Eileen M. Youds

Independent director (Class II) of Janus International Group, Inc. since December 2023; age 67; current term expires at the 2026 annual meeting . Former Operating Principal and Chief Technology Officer for portfolio companies at Global Infrastructure Partners (2012–2023), with prior leadership roles in manufacturing, HR, and defense contracting (President/GM/COO) . Education: Management Executive Program (Carlson School, University of Minnesota), M.A. in Mathematics/Computer Science, B.A. in Chemistry/Mathematics (University of Northern Iowa) . Core credentials include process/productivity improvement, technology, manufacturing, engineering, and cybersecurity/information technology expertise .

Past Roles

External Roles

Board Governance

• Independence: Board determined Youds is independent under NYSE and SEC rules; all committee members she serves with are independent .
• Committees: Audit Committee member (appointed Feb 2025); Nominating and Corporate Governance Committee member . Audit Committee members include Szlosek (Chair), Doll, Harding, Youds; she appears on the Audit Committee report signature page .
• Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; Board held 4 regular and 1 special; Audit held 5 regular and 4 special; Nominating held 4 regular; Compensation held 4 regular . Proxy also states all incumbent directors participated ≥75% in 2024 .
• Board structure: Classified Board (Class II term through 2026) with proposal to declassify for annual elections going forward .
• Lead Independent Director: Not designated because Chair (Fradin) is independent and roles of Chair and CEO are separated .

Fixed Compensation

Director compensation structure (effective June 7, 2024):

• Annual Board retainer: $200,000; at least $100,000 must be RSUs .
• Committee chair fees: Audit Chair $20,000 (RSUs); Compensation Chair $15,000 (RSUs); Nominating Chair $15,000 (RSUs) .
• Committee member fee (non-chairs): $10,000 per year (RSUs) .
• Vice Chair (if applicable): $20,000 (RSUs) .
• Expense reimbursement for reasonable out-of-pocket meeting costs .

Performance Compensation

• RSU vesting mechanics: Unvested RSUs generally forfeited upon termination, except for death/disability or upon Change in Control if service continues through consummation; director awards generally made during open trading windows per equity grant policy .
• No director options or PSUs were disclosed for FY2024; RSUs are time-based, not tied to performance metrics for directors .

Other Directorships & Interlocks

• Compensation Committee interlocks: Proxy states there are no compensation committee interlocks involving Company executive officers; no interlocks disclosed for Youds .

Expertise & Qualifications

• Technical/functional expertise: Information technology and cybersecurity; process and productivity improvement; manufacturing; engineering; education .
• Board eligibility: Determined by Nominating & Corporate Governance Committee to meet Company criteria; overall Board maintains skills across finance, risk, manufacturing, access controls, automation; Youds contributes IT/cyber and operational excellence .
• Education: MEP (Carlson School), M.A. in Mathematics/Computer Science, B.A. in Chemistry/Mathematics (University of Northern Iowa) .

Equity Ownership

• Shares outstanding as of record date (Apr 23, 2025): 139,961,636 .
• Stock ownership guidelines: Directors must hold stock equal to 3× annual retainer within 5 years; qualifying shares include unvested time-based RSUs; must retain 50% of net shares until guideline met .
• Hedging/pledging: Prohibited for directors under Insider Trading Policy; no margin accounts or pledging allowed .
• Section 16(a) compliance: No delinquent filings noted for Youds in FY2024; overall list of delinquencies did not include her .

Governance Assessment

• Board effectiveness: Youds strengthens Audit Committee oversight with IT/cyber and operational expertise; appointment to Audit in Feb 2025 increases technical depth in financial/cyber risk oversight .
• Independence and conflicts: Board determined Youds is independent; proxy’s related-party section identifies potential supplier relationships for other directors, but none for Youds; no related-party transactions disclosed involving her .
• Attendance/engagement: Proxy indicates ≥75% attendance for incumbent directors and robust meeting cadence; no attendance shortfalls disclosed for her .
• Compensation alignment: At least half of annual director pay in RSUs, plus RSU-heavy mix aligns incentives with shareholders; her FY2024 mix ($170k RSUs, $40k cash) complies with policy and includes one committee membership fee reflected in total ($210k) .
• Red flags: None disclosed specific to Youds. Company-wide policies mitigate alignment risks (no hedging/pledging; clawback for executives; director ownership guidelines), and there are no disclosed related-party exposures for her; no public-company interlocks or supplier ties noted .

Overall signal: Independent, committee-active director with relevant IT/cyber and operations background; compensation structure enforces equity alignment; absence of related-party ties supports investor confidence .