Joseph Hanna
About Joseph Hanna
Joseph F. Hanna, age 62, is an independent Class III director of Janus International Group (JBI), serving since December 2023 with his current term expiring at the 2027 annual meeting. He is President, Chief Executive Officer, and a director of McGrath RentCorp (NASDAQ: MGRC), with prior roles including COO and earlier positions since 2003; he previously served as an officer in the U.S. Army and holds a B.S. in Electrical Engineering from the U.S. Military Academy at West Point. The JBI Board has determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McGrath RentCorp | Chief Operating Officer; positions of increasing responsibility | Since 2003 (prior to becoming CEO) | Operational leadership and progression preceding CEO role |
| U.S. Army | Officer | Prior to private sector | Leadership experience; technical background |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| McGrath RentCorp (NASDAQ: MGRC) | President, Chief Executive Officer, and Director | CEO since 2017; Director | MGRC was a JBI supplier in 2024; payments made on ordinary terms; Board assessed immaterial and maintained Hanna’s independence |
Board Governance
- Independence: The Board determined all non-employee directors, including Hanna, are independent under NYSE standards; Audit, Compensation, and Nominating committees are fully independent.
- Committee assignments: Hanna serves on the Compensation Committee (members: Fradin—Chair, Gutierrez, Hanna).
- Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings (Board: 4 regular, 1 special; Compensation Committee: 4 regular).
- Board structure: Separate Chair (Roger Fradin) and CEO (Ramey Jackson); no lead independent director due to separation of roles.
- Stock ownership and trading policies: Directors must meet stock ownership guidelines (3x annual retainer within 5 years) and are prohibited from hedging/pledging; Section 16 compliance was affirmed for 2024 except for noted delinquencies unrelated to Hanna.
Fixed Compensation
- Program structure (effective June 7, 2024): Annual director retainer $200,000, payable at the director’s option in RSUs or a mix of cash and RSUs, with at least $100,000 in RSUs; committee chair fees (Audit $20,000; Compensation $15,000; Nominating $15,000), committee member fee $10,000, all payable in RSUs; expense reimbursement for meetings. Unvested RSUs for directors generally forfeit on termination, except upon death/disability or Change in Control with continuous service through consummation.
FY2024 Director Compensation (Actual)
| Component | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $0 | Elected to receive compensation in equity |
| Stock Awards (RSUs) | $210,000 | Grant of 15,813 RSUs on June 18, 2024 (vest June 7, 2025) |
| Total | $210,000 | Reflects retainer plus committee membership |
RSU Grant Detail
| Grant Date | RSU Shares | Vesting Date | Fair Value |
|---|---|---|---|
| June 18, 2024 | 15,813 | June 7, 2025 | $210,000 (ASC 718) |
Performance Compensation
- No performance-based compensation is disclosed for non-employee directors; equity is time-based RSUs with scheduled vesting rather than performance metrics.
Other Directorships & Interlocks
| Company | Role | Relationship to JBI | Independence/Materiality Assessment |
|---|---|---|---|
| McGrath RentCorp (NASDAQ: MGRC) | CEO and Director | Supplier to JBI in 2024; payments on ordinary terms | Board determined the relationship is not material; Hanna remains independent |
Expertise & Qualifications
- CEO experience leading a B2B rental company (MGRC); prior COO and multi-decade operational roles.
- Technical education (B.S. Electrical Engineering, USMA West Point) and military leadership credentials.
Equity Ownership
Beneficial Ownership Snapshot (as of April 23, 2025)
| Holder | Shares Owned | Rights to Acquire (RSUs vesting ≤60 days) | Total | % Outstanding |
|---|---|---|---|---|
| Joseph F. Hanna | 4,720 | 15,813 | 20,533 | <1% |
- No non-employee directors have company stock options.
- Stock ownership guidelines require 3x annual director retainer within five years; qualifying shares include unvested time-based RSUs.
Governance Assessment
- Strengths: Independent status; service on Compensation Committee overseeing clawback policy, human capital, and director pay; adherence to stock ownership guidelines and anti-hedging/pledging policies; consistent attendance ≥75%.
- Compensation alignment: Equity-heavy director pay (minimum $100k RSUs) enhances alignment with shareholders; RSUs vest on schedule and accelerate only upon Change in Control with continuous service to consummation.
- Potential conflicts (monitor): MGRC supplier relationship constitutes an interlock; Board found payments on ordinary terms and not material, but continued monitoring of transaction volume/terms is prudent.
- Shareholder signals: Strong say-on-pay support (98% in 2024) reflects broader governance confidence and Compensation Committee credibility.
RED FLAG watchlist: Supplier interlock (MGRC) — currently assessed immaterial, but monitor for changes in scope, pricing, or new arrangements that could impair independence or create related-party exposure.