Pete Frayser
About Pete Frayser
Pete (Peter) Frayser is Chief Commercial Officer (CCO) of Janus International Group (JBI) and has served in this role since June 2021 after joining the company in 2016 and progressing through sales leadership roles including VP of Sales, VP International Sales, and VP of Sales & Estimating; he is 41 years old and holds a BBA in International Business and Spanish from the University of Georgia and a master’s in International Trade from the University of Castilla La Mancha (Spain) . Company pay-versus-performance disclosures identify Adjusted EBITDA as the single most important performance metric linking executive pay to company results, with Adjusted EBITDA of $285.6 million in 2023 and $208.5 million in 2024; cumulative TSR on a $100 initial investment was $93.95 in 2023 and $52.99 in 2024, and GAAP net income was $135.7 million in 2023 and $70.4 million in 2024 . Annual incentive plans are tied 100% to Adjusted EBITDA (non-GAAP) performance, with 2023 performance at 103.9% of target producing plan-level payout of 192%; 2024 performance at 69.3% of target missed the threshold, and the Compensation Committee paid discretionary retention bonuses instead .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Janus International Group | Chief Commercial Officer | Since June 2021 | Elevated from prior sales leadership; responsible for commercial execution |
| Janus International Group | VP Sales & Estimating; VP Sales; VP International Sales | 2016–2021 | Positions of increasing responsibility in sales and estimating |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Real estate development (Valencia, Spain) | Real estate development role | Pre-2016 | International commercial exposure prior to Janus |
| Major League Baseball (MLB) | International sports industry role | Pre-2016 | Global commercial/partnerships experience |
| National Basketball Association (NBA) | International sports industry role | Pre-2016 | Global commercial/partnerships experience |
Fixed Compensation
- As of December 30, 2023, Frayser’s annual base salary rate was $379,200; 2023 salary actually paid was $311,648 .
- One-time cash bonus awards of $500 were paid in 2021–2023 (company-wide), and his 2024 discretionary bonus was $71,100 (25% of his target under the Janus Bonus Program), implying a 2024 target annual incentive of $284,400 .
Multi-year compensation (Summary Compensation Table)
| Component (USD) | 2021 | 2022 | 2023 |
|---|---|---|---|
| Salary | $150,000 | $150,000 | $311,648 |
| Bonus (one-time) | — | $500 | $500 |
| Stock Awards (RSUs/PSUs grant-date fair value) | — | $99,992 | $199,986 |
| Option Awards (grant-date fair value) | — | $100,000 | — |
| Non-Equity Incentive Plan Compensation | $243,389 | $342,654 | $529,396 (includes $318,528 MIP payout and $210,868 sales commission through 5/1/2023) |
| All Other Compensation | $14,526 | $15,005 | $11,554 |
| Total | $407,915 | $708,151 | $1,053,084 |
Performance Compensation
- Annual incentives are 100% tied to Adjusted EBITDA; the 2023 plan paid out based on performance, and the 2024 plan missed threshold with the Committee applying retention-focused discretion .
| Year | Metric | Weighting | Target | Actual | Performance vs Target | Plan Payout % | Individual Payout (USD) | Vesting/Timing |
|---|---|---|---|---|---|---|---|---|
| 2023 | Adjusted EBITDA (millions) | 100% | $275.0 | $285.6 | 103.9% | 192% | $318,528 (MIP, pro-rated after 5/1/2023) | Paid post-audit completion |
| 2023 (commission) | Sales commission | n/a | n/a | n/a | n/a | n/a | $210,868 (commission plan ended 5/1/2023) | Paid for revenue through 5/1/2023 |
| 2024 | Adjusted EBITDA (millions) | 100% | $300.9 | $208.5 | 69.3% | 0% (before discretion) | $71,100 (25% of target, discretionary retention bonus) | Approved 3/5/2025 |
Equity Ownership & Alignment
- Beneficial ownership (as of May 1, 2024): 233,575 shares directly; rights to acquire 11,036 shares within 60 days; total 244,611, representing <1% of outstanding shares (145,988,172) .
- Anti-hedging/anti-pledging: Company prohibits hedging and holding in margin accounts or otherwise pledging Company securities; this reduces misalignment risk from collateral pledges .
- Stock ownership guidelines: 3× base salary for NEOs other than CEO, five-year compliance window, 50% net-share retention until compliant; qualifying shares include unvested RSUs, but exclude unexercised options and unvested PSUs .
Outstanding equity (as of 12/30/2023)
| Item | Quantity/Terms | Market/Value |
|---|---|---|
| Options – Exercisable | 5,518 @ $9.46 strike; exp. 4/29/2032 | n/a |
| Options – Unexercisable | 16,557 @ $9.46 strike; exp. 4/29/2032 | n/a |
| RSUs – Unvested | 9,478 units; market value $123,688 | $123,688 (at $13.05 on 12/29/2023) |
| PSUs – Unearned | 30,618 units; market/payout value $399,565 | $399,565 (at $13.05 on 12/29/2023) |
Employment Terms
- Employment agreement: The company discloses no written offer letters or employment agreements for NEOs other than the CFO; Frayser is covered by standard programs rather than a bespoke contract .
- Executive Severance & Change in Control Plan (effective 9/1/2023): Outside CoC period, severance equals 1.0×(base salary + Annual Bonus) plus 12 months of COBRA coverage and outplacement; during CoC period, severance equals 2.0×(base salary + Annual Bonus) plus 18 months of COBRA and enhanced outplacement; subject to release and restrictive covenants .
- Equity treatment on termination/CoC (Omnibus Plan awards): RSUs and PSUs vest on a single-trigger if not assumed in a CoC; if assumed, double-trigger vesting applies upon involuntary termination without cause within one year post-CoC; options follow similar single/double-trigger concepts with specific expirations under termination scenarios .
Estimated payments (as of 12/30/2023)
| Scenario | Cash Compensation | Equity Acceleration | Benefits/Outplacement |
|---|---|---|---|
| Termination Without Cause or for Good Reason (outside CoC period) | $538,464 | $0 | $67,638 |
| Termination Without Cause or for Good Reason (during CoC protection period) | $1,076,928 | $633,026 | $82,498 |
Vesting Schedules and Potential Selling Pressure
- Options granted 4/29/2022 vest in four equal annual installments on the first four anniversaries of 4/1/2022, subject to continued employment; option expiration is 4/29/2032, creating annual incremental exercisability around early April 2023–2026 .
- RSUs granted 3/21/2023 vest in three equal annual installments on each anniversary of the grant date (3/21/2024–2026), a potential source of periodic incremental share delivery and related selling pressure in those windows .
- PSUs granted in 2022 and 2023 cover three-year performance periods (ending last day of fiscal 2024 and 2025, respectively), with payout levels determined by cumulative Adjusted EBITDA; PSUs may accelerate on single- or double-trigger CoC events per award agreements .
Compensation Structure Analysis
- Shift to broad-based Janus Bonus Program: In 2024, NEOs transitioned to the company-wide bonus plan from the legacy Management Incentive Plan, aligning incentives across the organization; however, the Committee applied discretion to pay 50% of target bonuses to NEOs despite missing threshold—Frayser received 25% of target—indicating retention priority amid macro headwinds .
- Equity mix: Awards comprise time-based RSUs and PSUs tied to cumulative Adjusted EBITDA; no 2023 option grants to Frayser, consistent with a broader shift toward RSUs/PSUs versus options in recent years .
- Clawback, hedging, and pledging protections: A Dodd-Frank-compliant clawback policy adopted 8/31/2023, with strict anti-hedging and anti-pledging in the insider trading policy, supports pay-for-performance and alignment safeguards .
Risk Indicators & Red Flags
- Discretionary bonuses despite missed performance threshold: 2024 plan results fell below threshold, yet the Committee granted discretionary retention payments (50% of target for NEOs; 25% for Frayser), a potential governance risk if repeated without clear performance justification .
- Change-in-control economics: Double-trigger severance of 2× salary+bonus plus equity acceleration may incentivize retention but also increases potential change-of-control costs; estimated CoC cash and equity for Frayser total ~$1.71 million plus benefits .
- Anti-pledging mitigates forced sales: Prohibition on margin accounts and pledging reduces collateral-driven selling risk during market stress .
Equity Ownership & Alignment Detail
| Item | Detail |
|---|---|
| Beneficial ownership (5/1/2024) | 233,575 shares directly; rights to acquire 11,036 within 60 days; <1% of outstanding shares |
| Ownership guidelines | 3× base salary for NEOs other than CEO; 5-year compliance window; 50% net-share retention until compliant |
| Hedging/pledging | Prohibited (no hedging, margin accounts, or pledging) |
| Clawback policy | Adopted 8/31/2023; 3-year lookback for erroneously awarded incentive pay upon restatement |
Investment Implications
- Alignment: Frayser’s package is heavily tied to Adjusted EBITDA via annual incentives and PSUs; anti-hedging/anti-pledging and ownership guidelines reinforce alignment with long-term shareholders .
- Retention vs. discipline: 2024 discretionary payouts (25% of target for Frayser) highlight the Committee’s willingness to prioritize retention during a weak year, which can be constructive for continuity but warrants monitoring for pay discipline if performance underwhelms again .
- Upcoming equity delivery windows: RSU anniversaries each March (2024–2026) and option vesting each April (2023–2026) represent potential periodic insider selling pressure depending on blackout windows and personal diversification needs .
- Change-of-control leverage: Double-trigger severance and equity acceleration improve executive retention in strategic scenarios but increase transaction-related costs; investor modeling should include the disclosed severance/benefits estimates .