Heather Harding
About Heather Harding
Heather Harding (age 56) is an independent Class I director of Janus International Group, Inc. (JBI), serving since 2022, and is nominated to continue through the 2028 Annual Meeting . She is a CPA with 25+ years of finance leadership in global industrials; formerly CFO of Luxfer Holdings PLC (Jan 2018–Mar 2022) and earlier held finance VP roles at Eaton Lighting, Cooper Industries, and Emerson Electric; BS in Accounting from Southern Illinois University at Carbondale .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Luxfer Holdings PLC | Chief Financial Officer; Advisor | CFO: Jan 2018–Mar 2022 | Public-company CFO experience; audit oversight credentials |
| Eaton Lighting (Eaton Corp.) | Vice President, Finance | Not disclosed | Finance leadership in industrial technology |
| Cooper Industries | Vice President, Finance | Not disclosed | Finance leadership across operating units |
| Emerson Electric | Vice President, Finance | Not disclosed | Industrial finance and operations exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| J.M. Huber Corporation | Director | Not disclosed | Private company board service |
Board Governance
- Independence: Board determined Harding is independent under NYSE rules; eight of nine directors are independent .
- Committee assignments: Audit Committee member; designated an “audit committee financial expert” under Item 407(d)(5) .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and committee meetings during their tenure; Board held 4 regular and 1 special meeting; Audit Committee held 5 regular and 4 special meetings .
- Board structure and leadership: Chair and CEO roles separated; Chair is independent (Roger Fradin); no Lead Independent Director needed under current structure .
- Governance reforms: Board proposed declassification (annual director elections phased by 2028) and elimination of supermajority votes— signals of improved accountability .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $40,000 | Board service cash portion |
| Stock Awards (RSUs grant-date fair value) | $170,000 | 12,801 RSUs granted June 18, 2024; vests June 7, 2025 |
| Total Director Compensation | $210,000 | Cash + RSUs |
- Director pay framework (effective June 7, 2024): $200,000 annual retainer (at least $100,000 in RSUs), $10,000 per committee membership, $20,000 audit chair, $15,000 compensation chair, $15,000 nom/gov chair; travel expense reimbursement .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Vesting | Terms |
|---|---|---|---|---|
| RSUs | Jun 18, 2024 | 12,801 | Vests Jun 7, 2025 | Settled in common stock; time-based vesting |
| Performance Metrics | — | — | — | No director-specific performance metrics disclosed; director equity is time-based RSUs |
Other Directorships & Interlocks
| Entity | Type | Relationship | Notes |
|---|---|---|---|
| J.M. Huber Corporation | Private | Current director | No related-party transactions with JBI disclosed involving Harding |
| Public company interlocks | — | None disclosed | Compensation Committee interlocks: none among JBI executives/directors in FY2024 |
Expertise & Qualifications
- CPA; audit committee financial expert designation— strengthens financial reporting oversight .
- Extensive CFO and finance leadership experience across industrial and manufacturing sectors (Luxfer, Eaton, Cooper, Emerson) .
- Board seeks skills in accounting, risk, governance, manufacturing; Harding aligns with desired profile .
Equity Ownership
| Holder | Common Shares Owned | Rights to Acquire (within 60 days) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Heather Harding | 19,771 | 12,801 (RSUs) | 32,572 | <1% |
- No stock options for non-employee directors; RSUs only .
- Hedging, short sales, margin accounts, and pledging are prohibited— alignment reinforcement .
- Stock ownership guidelines: directors required to hold stock equal to 3× annual retainer within 5 years; must retain at least 50% of net shares until compliant .
Governance Assessment
- Alignment: High equity mix (≈81% of FY2024 director comp in RSUs) suggests strong pay-for-stewardship and ownership alignment for Harding .
- Effectiveness: Audit Committee service and “financial expert” status enhance board oversight of reporting, controls, and ERM; Audit Committee explicitly oversees related-party transactions and cybersecurity risk, areas material to investor confidence .
- Independence and conflicts: Board affirmed Harding’s independence; no material related-party transactions identified with Harding; Section 16(a) delinquencies mentioned did not involve Harding, reducing compliance risk perception .
- Engagement: Board and committee meeting cadence and minimum attendance threshold met by incumbents; virtual annual meeting conducted; director participation emphasized .
- Policy safeguards: Clawback policy adopted (2023) for incentive-based compensation; insider trading and hedging/pledging prohibitions; ownership guidelines— collectively mitigate governance risk .
- Structural signals: Moves to declassify the board and remove supermajority vote requirements are positive governance reforms that can improve accountability and responsiveness to shareholders .
- Charter corporate opportunities provision: Article IX permits non-employee directors to pursue certain opportunities without duty to present them to JBI unless offered solely in their capacity as JBI directors; while common in PE-backed governance, investors should monitor potential conflicts (no specific Harding conflicts disclosed) .
- Say-on-pay context: 98% approval of NEO compensation in 2024 indicates broad shareholder support for compensation practices; while focused on executives, it supports overall governance sentiment .