Elliot Kahler
About Elliot Kahler
Elliot Kahler, age 34, serves as General Counsel and Corporate Secretary at Janus International Group (JBI). He joined Janus in 2018 as Corporate Counsel, was promoted to General Counsel in September 2022, and appointed Corporate Secretary in April 2024. Kahler holds a J.D. and a B.A. in History from Emory University and is an active member of the State Bar of Georgia; prior to Janus he practiced corporate and transactional law in Atlanta . Company performance context for FY2024: revenue was $963.8 million vs. $1,066.4 million in 2023, with Adjusted EBITDA of $208.5 million vs. $285.6 million in 2023 (reflecting macro-driven softness and cost actions) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Janus International Group | Corporate Counsel → General Counsel → Corporate Secretary | 2018–present (GC since Sep-2022; CS since Apr-2024) | Established in-house legal function; leads corporate governance and legal affairs |
| Private practice (Atlanta) | Attorney (Corporate & Transactional Law) | Pre-2018 | Corporate/transactional expertise; foundation for in-house counsel role |
External Roles
No public company directorships or external board roles disclosed for Kahler in the proxy .
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fiscal-year-end base salary ($) | $376,867 | $455,000 |
| Target annual bonus ($) | Not disclosed in proxy for 2023 | $273,000 (Janus Bonus Program ICP target for 2024) |
| Target annual bonus (%) | 40% of base (per 9/15/2022 offer letter) | Implied 60% of $455,000 based on ICP target |
| Actual annual incentive paid ($) | Not shown | $125,197 (discretionary payout at 50% of target) |
| One-time cash bonus ($) | — | $500 (included in Bonus column) |
| Car allowance ($/month) | $600 (per 2022 offer letter) | $600 (per 2022 offer letter) |
Performance Compensation
Annual Cash Incentive (Janus Bonus Program – FY2024)
| Metric | Threshold | Target | Max | Actual | Payout Before Discretion | Final Approved Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (company-wide) | 75% of target ($225.7m) | $300.9m | $331.0m | $208.5m (69.3% of target) | 0% | 50% of target for NEOs (retention-focused) |
Kahler’s individual target opportunity was $273,000; the Compensation Committee used discretion to approve a $125,197 payout (50% of target) for 2024 .
Long-Term Incentive Awards (LTI)
| Grant Type | Grant Date | Shares / Target | Fair Value ($) | Metric | Weighting | Vesting |
|---|---|---|---|---|---|---|
| RSU (regular cycle) | 3/19/2024 | 21,159 | $313,788 | Time-based | 50% of 2024 LTI | 3 equal annual installments on grant anniversaries |
| PSU 2024–2026 (regular cycle) | 3/19/2024 | Target 21,159; Thresh. 10,580; Max 42,318 | $313,788 | Cumulative Adjusted EBITDA (straight-line between 90–110%) | 50% of 2024 LTI | Earn-out over FY2024–FY2026; settled ≤60 days post certification |
| One-Time PSU 2025–2026 | 12/16/2024 | Target 31,565; Thresh. 15,783; Max 63,130 | $249,995 | 50% cumulative Adjusted EBITDA + 50% cumulative Revenue | One-time retention/performance grant | Performance over FY2025–FY2026; vest upon certification |
Notes:
- No stock options were granted to Kahler in 2024; NEO option grants were paused in 2023–2024 .
- For context, the 2022 PSU program for other NEOs (not Kahler) paid out at 200% of target on cumulative Adjusted EBITDA (115% of target) .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial ownership (common) | 11,351 shares; no rights to acquire within 60 days; <1% of outstanding 139,961,636 shares |
| Outstanding RSUs (unvested at 12/28/2024) | 32,756 shares; market value $241,084 at $7.36 close |
| Outstanding PSUs (unearned at 12/28/2024) | 44,514 units; market/payout value $327,623 at $7.36 close |
| Options | None outstanding for Kahler |
| Stock vested in 2024 | 4,473 shares vested; value realized $60,821 |
| Hedging/pledging | Prohibited: no hedging (collars/swaps/forwards), margin accounts, or pledging allowed under Insider Trading Policy |
| Ownership guidelines | NEO guideline = 3× base salary; 5-year compliance window; retain ≥50% of net shares until compliant |
Employment Terms
| Term | Detail |
|---|---|
| Offer letter(s) | Sept 17, 2018 (initial hire); Sept 15, 2022 (promotion to GC): base $250,000, target bonus 40%, $600/month automobile allowance; LTI eligibility; standard restrictive covenant agreement |
| Severance plan (adopted 8/31/2023) | Outside CIC: 1× (base + Annual Bonus), 12 months COBRA, outplacement ≤10% of base; During CIC (2-year window): 2× (base + Annual Bonus), 18 months COBRA, outplacement; 2-year post-employment non-compete/non-solicit |
| Equity treatment (CIC/termination) | RSUs/PSUs/Options vesting and treatment per Omnibus Plan and award agreements; acceleration if not assumed in CIC, or upon qualifying termination within 1 year post-CIC (greater of target or performance-based portion for PSUs) |
| Estimated payouts | Cash comp: $639,273 (outside CIC) vs. $1,278,547 (during CIC); equity acceleration: $0 (outside) vs. $568,707 (during CIC); benefits/outplacement: $54,689 (outside) vs. $59,283 (during CIC) |
| Clawback policy | Recoupment of erroneously awarded incentive compensation for 3 prior fiscal years upon required accounting restatement, effective 10/2/2023 |
| Tax gross-ups | None; not intended in future |
| Insider trading controls | Trading windows, pre-clearance, Rule 10b5-1 guidelines; company repurchase program adheres to Rule 10b-18 |
Related Party Transactions and Governance
- Related party employment: Kahler’s spouse (Megan Kahler) is CFO of Janus Core (subsidiary); 2025 expected compensation $0.43 million; 2024 compensation $0.37 million; approved by Audit Committee under RPT Policy .
- Say-on-Pay: 98% approval at 2024 annual meeting; annual frequency adopted through next frequency vote (expected 2030) .
- Peer group and consultant: Mercer advises Compensation Committee; 2024 peer group includes AAON, Apogee, AZEK, CSW Industrials, Graco, Nordson, Trex, Zurn Elkay, etc.; PGT Innovations removed after acquisition .
Company Performance Context
| Metric | FY2023 | FY2024 |
|---|---|---|
| Revenue ($ millions) | $1,066.4 | $963.8 |
| Adjusted EBITDA ($ millions) | $285.6 | $208.5 |
| Cash flow from operations ($ millions) | $215.0 | $154.0 |
| Free cash flow ($ millions) | $196.0 | $133.9 |
Investment Implications
- Pay-for-performance and retention: 2024 bonuses paid at 50% of target despite the program’s 0% formula outcome, signaling retention priority amid macro headwinds; this reduces pure pay-for-performance sensitivity but may stabilize executive bench . One-time PSUs with dual metrics across 2025–2026 strengthen forward performance alignment and extend retention through certification timelines .
- Selling pressure and alignment: RSUs vest over three years and Kahler realized ~$60.8k on 2024 vesting; hedging/pledging bans and 3× salary ownership guideline (with ≥50% net-share retention until compliant) mitigate misalignment and near-term selling pressure .
- Change-of-control economics: For Kahler, 2× (base+bonus) cash and equity acceleration potential during CIC protection period, plus COBRA and outplacement, create notable event-driven upside; outside CIC severance is 1× (base+bonus) . Equity acceleration mechanics (greater of target or performance-based PSU vest) add sensitivity to strategic transactions .
- Governance/risk flags: Related party employment (spouse at subsidiary) is disclosed and approved; no tax gross-ups; formal clawback; insider trading controls and high say-on-pay support suggest balanced governance posture .