Morgan Hodges
About Morgan Hodges
Morgan Hodges (age 60) is Executive Vice President at Janus International Group, Inc. (JBI). He has been with Janus since its inception in 2002, progressing from Vice President of Estimating (to July 2019) to VP of Estimation & Project Management (July 2019–September 2020), then EVP of Janus International Group, LLC, and EVP of JBI since the June 2021 business combination . Company performance during his tenure shows 2024 revenue of $963.8M (down from $1,066.4M in 2023), net income of $70.4M (down from $135.7M), and Adjusted EBITDA of $208.5M (down from $285.6M). JBI’s pay-versus-performance TSR index fell to $52.99 in 2024 (from $93.95 in 2023), against net income and Adjusted EBITDA as shown below .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD Millions) | $1,066.4 | $963.8 |
| Net Income ($USD Millions) | $135.7 | $70.4 |
| Adjusted EBITDA ($USD Millions) | $285.6 | $208.5 |
| TSR (Value of $100 Investment) | $93.95 | $52.99 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Janus International Group, Inc. | Executive Vice President | June 2021–present | Day-to-day management over estimating, technical sales, and project management; strategic growth input |
| Janus International Group, LLC | Executive Vice President | September 2020–June 2021 | Scaled estimating and project management capabilities |
| Janus International Group, Inc. | VP of Estimation & Project Management | July 2019–September 2020 | Built PM processes bridging estimation-to-execution |
| Janus International Group, Inc. | VP of Estimating | 2002–July 2019 | Established core estimating discipline from inception |
| CES (independent company) | Operator | Pre-2002 (not specified) | Specialized in self-storage construction |
| Doors and Building Components, Inc. | Estimating executive | Pre-2002 (not specified) | Industry estimating experience |
External Roles
No external public company directorships or committee roles are disclosed for Morgan Hodges .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $417,619 | $426,831 |
| Target Annual Bonus ($) | $326,400 (ICP target) | $326,400 (ICP target) |
| Actual Annual Bonus Paid ($) | $590,568 | $163,200 (discretionary under Janus Bonus Program) + $500 one-time = $163,700 |
Notes:
- FY2024 bonus was discretionary at 50% of target due to missing the 75% Adjusted EBITDA threshold; committee approved payouts for retention .
Performance Compensation
Annual Bonus Metrics (Janus Bonus Program, FY 2024)
| Metric | Threshold (75% of Target) | Target | Maximum (110% of Target) | Actual | Payout (Before Discretion) | Final Approved Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($USD Millions) | $225.7 | $300.9 | $331.0 | $208.5 | 0% | 50% of target (retention) |
Long-Term Incentives Granted in FY 2024 (Target Awards)
| Award | Grant Date | Shares/Units | Vesting | Performance Metric |
|---|---|---|---|---|
| RSU | March 19, 2024 | 11,201 units; grant-date FV $166,111 | 3 equal annual installments on each anniversary of grant date | Time-based |
| PSU (2024–2026 cycle) | March 19, 2024 | 11,201 target units; grant-date FV $166,111 | Earned 0–200% based on performance; settled after performance period | Cumulative Adjusted EBITDA (90–110% target, straight-line interpolation) |
| One-Time PSU (2025–2026 cycle) | December 16, 2024 | 63,131 target units; grant-date FV $499,998 | Earned 0–200%; settled after certification | 50% Cumulative Adjusted EBITDA, 50% Cumulative Revenue |
PSU Settlement (2012–2024 Cycle)
| Metric | Threshold | Target | Maximum | Actual Cumulative Adjusted EBITDA | Payout |
|---|---|---|---|---|---|
| Cumulative Adjusted EBITDA (FY 2022–2024) | $566.3M | $629.3M | $692.2M | $722.5M (115% of target) | 200% of target PSUs earned |
Equity Ownership & Alignment
| Ownership Detail (as of Apr 23, 2025 or Dec 28, 2024 where stated) | Amount |
|---|---|
| Total beneficial ownership (common stock) | 706,024 shares (includes direct and various family trusts) |
| Rights to acquire (within 60 days) | 16,554 shares (options/RSUs) |
| Ownership as % of shares outstanding | <1% of 139,961,636 shares |
| Options exercisable / unexercisable | 11,036 / 11,039; exercise price $9.46; exp. 4/29/2032 |
| Unvested RSUs (shares; market value at 12/27/2024 $7.36) | 38,660; $284,538 |
| Unearned PSUs (shares; market value at 12/27/2024 $7.36) | 73,471; $540,743 |
| Shares pledged as collateral | Prohibited by Insider Trading Policy (hedging and pledging banned) |
| Ownership guidelines | 3× base salary for NEOs; 5-year compliance window; retain ≥50% of net shares if below guideline; RSUs count; unvested PSUs and options do not |
Related parties: Son-in-law Seth Powell (Director of REIT Accounts) earned $0.22M in FY2024 and is expected at ~$0.26M in FY2025; spouse of GC (Megan Kahler) compensation disclosed; Audit Committee approved employment of relatives .
Vesting activity: In 2024, Hodges had 3,159 shares vest from stock awards, realizing $47,385; no option exercises by NEOs .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | No individual offer letter for Hodges; terms governed by company plans/policies |
| Severance Plan (outside Change-in-Control period) | Cash severance = 1.0× (base + Annual Bonus); 12 months COBRA continuation; outplacement services up to 2 years (≤10% of base salary) |
| Severance Plan (during Change-in-Control protection period) | Cash severance = 2.0× (base + Annual Bonus); 18 months COBRA; outplacement services |
| Post-termination covenants | Two-year non-compete and non-solicit; other customary covenants |
| Equity upon CIC – RSUs | If not assumed, unvested RSUs vest at CIC; if assumed and terminated without Cause within 1 year post-CIC, unvested RSUs vest |
| Equity upon CIC – PSUs | If not assumed before performance period ends, automatic vest at greater of Target PSUs or pro-rata actual achievement as of CIC; if assumed and terminated without Cause within 1 year post-CIC, same “greater of” vesting |
| Equity upon CIC – Options | If not assumed, unvested options vest; committee may extend exercisability; if terminated without Cause within 1 year post-CIC, unvested options vest; expirations per award terms |
| Estimated severance (as of 12/28/2024) | Outside CIC: $812,084 cash + $72,024 benefits; During CIC: $1,624,168 cash + $86,276 benefits + $825,280 equity acceleration |
Clawback policy: Adopted Aug 31, 2023; recoupment of incentive-based compensation after material accounting restatements, effective for compensation received on/after Oct 2, 2023 .
Insider trading: Preclearance required; trading windows enforced; hedging and pledging prohibited; 10b5-1 plan guidelines established .
Investment Implications
- Pay-for-performance alignment: Annual bonus is driven by Adjusted EBITDA and was zero by formula in 2024 (paid at 50% of target for retention), while PSUs are tied to multi-year cumulative Adjusted EBITDA (and a 2025–2026 one-time PSU adds cumulative revenue), reinforcing multi-period execution discipline .
- Vesting/selling pressure: Hodges’ RSUs vest annually (2025–2027 for 3/19/2024 grant), and PSUs settle after performance periods; 2024 realized vesting of 3,159 shares was modest and there were no option exercises, suggesting limited near-term selling pressure from Hodges personally .
- Ownership alignment and risk controls: Beneficial ownership including family trusts totals 706,024 shares; pledging/hedging is prohibited, and stock ownership guidelines require 3× salary over five years (retention of ≥50% net shares if below guideline), supporting alignment but exact guideline compliance status is not disclosed .
- Severance/CIC economics: Two-year non-compete and 1×/2× severance multiples (outside/inside CIC) with “greater-of” vesting for PSUs upon CIC create balanced retention and change-in-control protections without tax gross-ups; estimated CIC scenario for Hodges totals ~$2.5M including equity .
- Governance watchpoints: Related-party employment of Hodges’ son-in-law is disclosed and approved by the Audit Committee; continued oversight is prudent. Say-on-pay support was strong (98% approval in 2024), indicating investor endorsement of the compensation framework .
Operational context: 2024 softness (macro/interest-rate-driven project deferrals) reduced revenue/EBITDA; 2023 showed strong execution with revenue growth (+4.6%), EBITDA margin improvement to 26.8%, deleveraging, and notable Nokē platform growth—a backdrop for evaluating PSU outcomes and forward incentive hurdles .