Ramey Jackson
About Ramey Jackson
Ramey Jackson, age 52, is Chief Executive Officer of Janus International Group, Inc. and a Class I director since 2021; he previously served as CEO of Janus International Group, LLC effective August 2019 and joined Janus in 2002 as Vice President of Sales . In 2024, Janus generated revenue of $963.8 million, net income of $70.4 million, and Adjusted EBITDA of $208.5 million amid softer demand; in 2023, Adjusted EBITDA was $285.6 million with stronger performance . Company TSR (value of a $100 investment) tracked $68.54 (2022), $93.95 (2023), and $52.99 (2024), reflecting macro-driven volatility; the company-selected metric for pay linkage is Adjusted EBITDA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Janus International Group, Inc. | Chief Executive Officer; Director (Class I) | Jun 2021–present | Leads global self-storage/commercial solutions; board service through term nominated to 2028 . |
| Janus International Group, LLC | Chief Executive Officer | Aug 2019–Jun 2021 | Led operations ahead of public-company transition . |
| Janus International Group | Vice President of Sales | 2002–2019 | Built sales capability from founding; deep industry expertise . |
| Doors and Building Components, Inc. | Sales Executive | Pre‑2002 | Sales leadership in doors/building components . |
| Atlas Door; GA Power | Sales/Marketing Executive | Pre‑2002 | Commercial go-to-market roles . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | No external public-company directorships or committee roles disclosed for Jackson . |
Board Governance
- Board service: Class I director, not independent; director since 2021; current term expires 2025; nominated to serve until 2028 .
- Committee roles: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees .
- Attendance: All incumbent directors, including Jackson, had ≥75% participation in 2024 board/committee meetings; board held 4 regular and 1 special meeting .
- Dual-role implications: Chair and CEO roles are separated (Chair: Roger Fradin), mitigating governance risk; no lead independent director needed under current structure .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $606,731 | $866,538 | $877,788 |
| Annual Incentive Paid ($) | $780,000 | $1,706,400 | $447,500 (discretionary at 50% of target) |
| Target Annual Bonus ($) | — | $895,000 (ICP target amount) | $895,000 (ICP target amount) |
Notes:
- 2024 annual incentive plan (Janus Bonus Program) missed threshold; Compensation Committee exercised discretion to pay 50% of target to support retention .
- FY2024 ending base salary for CEO remains $895,000; ICP target equals base, implying 100% target bonus as a share of base .
Performance Compensation
Annual Bonus Plan Mechanics (FY 2024)
| Metric | Threshold | Target | Maximum | Actual | Performance vs Target | Payout (pre-discretion) | Final Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | $225.7 | $300.9 | $331.0 | $208.5 | 69.3% | 0% | 50% of target |
Long-Term Incentives (Grants affecting FY 2024)
| Award | Grant Date | Metric(s) | Weighting | Target Units/Value | Vesting |
|---|---|---|---|---|---|
| PSUs (2024–2026) | Mar 19, 2024 | Cumulative Adjusted EBITDA (3‑yr) | 50% of regular LTI | 104,981 target units; value $1,556,868 | Cliff after performance period; 0–200% earned; settled ≤60 days post‑certification . |
| RSUs (time‑based) | Mar 19, 2024 | Time-based | 50% of regular LTI | 104,981 units; value $1,556,868 | 3 equal annual tranches over 3 years . |
| One‑Time PSUs (2025–2026) | Dec 16, 2024 | 50% Cumulative Adjusted EBITDA + 50% Cumulative Revenue (2‑yr) | Retention/performance (special grant) | $1,999,998 target value (200% max) | 0–200% earned post‑period and certification . |
| 2022–2024 PSUs (settled in 2025) | 2022 | Cumulative Adjusted EBITDA (3‑yr) | Historical | Earned at 200% of target based on 115% of target cumulative Adj. EBITDA ($722.5mm) | Certified at maximum payout . |
Realized Equity in 2024
| Item | Quantity | Value |
|---|---|---|
| Shares vested from stock awards | 34,893 | $523,395 |
| Options exercised | — | $— |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficially owned common shares (incl. trusts) | 1,094,673 |
| Rights to acquire (options vesting within 60 days) | 182,865 |
| Total beneficial ownership | 1,277,538; <1% of outstanding |
| Direct/Trust breakdown | Direct: 205,163; Pierce Jackson Gift Trust: 200,000; Preslie Jackson Gift Trust: 250,000; Ray P Jackson Jr Revocable Trust: 439,510; Options: 182,865 |
| Options outstanding (4/29/2022 grant) | Exercisable: 121,910; Unexercisable: 121,912; Exercise price $9.46; Expiry 4/29/2032 |
| Unvested RSUs | 408,287 units; $3,004,992 MV (at $7.36 12/27/2024) |
| Unvested PSUs (in‑flight) | 357,361 units; $2,630,177 MV (at $7.36) |
| Ownership guidelines | CEO required to hold 5x base salary; 5‑year compliance window; retain ≥50% net shares until compliant |
| Hedging/pledging | Prohibited for directors/officers; margin accounts disallowed |
| Rule 10b5‑1 | Pre‑clearance and plan guidelines enforced |
Employment Terms
| Provision | Outside CIC Protection Period | During CIC Protection Period |
|---|---|---|
| Cash severance (CEO) | 2.0× (base + Annual Bonus), paid over 24 months | 3.0× (base + Annual Bonus), paid over 24 months |
| COBRA benefit | 18 months (company pays or reimburses full cost) | 24 months (company pays or reimburses full cost) |
| Outplacement | Up to 2 years; cost capped at 10% of base salary | Same |
| Restrictive covenants | 2‑year post‑employment non‑compete and non‑solicit | Same |
| Equity acceleration (if not assumed) | RSUs/Options: accelerate at CIC; PSUs: accelerate to greater of target or performance‑to‑date | If assumed then terminated without cause within 1 year: double‑trigger acceleration per award terms |
Estimated CEO payout (as of 12/28/2024):
- Termination without cause/for good reason outside CIC: Cash $3,943,900; Benefits/Outplacement $146,508; Equity acceleration $0 (per award terms) .
- Same termination within CIC protection period: Cash $5,915,850; Benefits/Outplacement $146,508; Equity acceleration $5,635,169 .
Additional governance protections:
- Clawback policy (SEC Rule 10D‑1/NYSE 303A.14 compliant) for restatements, covering 3 prior fiscal years’ incentive pay .
- Equity grant policy prohibits backdating and timing manipulation; grants generally occur in open windows and on regular cycles .
Compensation Peer Group and Shareholder Feedback
- Peer group (benchmarking for FY2024 program): AAON; Apogee; Armstrong World; AZEK; CSW Industrials; Enerpac; Gibraltar; Graco; Hayward; Insteel; L.B. Foster; Nordson; Quanex; Simpson Manufacturing; Standex; Trex; Advanced Drainage Systems; Zurn .
- Say‑on‑pay: 98% approval at 2024 annual meeting; frequency set to annual going forward .
Performance & Track Record
| Year | Company TSR ($100 initial) | Net Income ($mm) | Adjusted EBITDA ($mm) |
|---|---|---|---|
| 2021 | $90.14 | $43.8 | $148.0 |
| 2022 | $68.54 | $107.7 | $226.9 |
| 2023 | $93.95 | $135.7 | $285.6 |
| 2024 | $52.99 | $70.4 | $208.5 |
Operational highlights: 2024 saw demand deferrals and a structural cost‑reduction program, investments in Nokē, voluntary debt pay‑down, and $78.7mm share repurchases; Nokē installed units rose 32% to 365,000 .
Investment Implications
- Pay‑for‑performance alignment: CEO’s annual bonus is wholly tied to Adjusted EBITDA; zero formulaic payout in 2024 with a discretionary 50% award underscores retention priority amid cyclical softness . Multi‑year PSUs link to cumulative Adjusted EBITDA and revenue with up to 200% payout, evidenced by 2022–2024 PSUs paying at max on strong execution .
- Ownership and sell pressure: Significant unvested RSUs/PSUs and options outstanding create scheduled vesting; hedging/pledging prohibitions and ownership guidelines mitigate misalignment and forced selling risk .
- Downside protections: CEO severance of 2.0× outside CIC and 3.0× inside CIC, with double‑trigger equity acceleration post‑CIC, supports retention but adds potential change‑of‑control costs investors should underwrite .
- Governance quality: Separate Chair/CEO structure, high director independence, strong committee oversight, clawback, and disciplined grant policies reduce governance red flags; say‑on‑pay support at 98% indicates broad shareholder alignment .