Roger Fradin
About Roger Fradin
Roger Fradin (age 71) is Chair of the Board at Janus International Group, Inc. (JBI) since December 2023 and has served as a director since June 2021. He brings 40+ years in industrials, including Vice Chairman of Honeywell and President/CEO of Honeywell Automation and Control Solutions, and holds a B.S. and M.B.A. from The Wharton School, University of Pennsylvania . He is classified as an independent director under NYSE and SEC standards, with the Board affirming independence for all non-employee directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pittway Corporation | President & CEO, Security and Fire Solutions; various roles of increasing responsibility | Pre-2000 (Pittway acquired by Honeywell in 2000) | Helped transform Pittway into a $2B leader in electronic security/fire systems |
| Honeywell International (ACS) | President & CEO; later Vice Chairman (Honeywell-wide acquisition strategy) | 2000–2017 | Grew ACS from $7B (2003) to $17B (2014) sales; oversaw 60 acquisitions; strategy created >$85B of shareholder value |
| Resideo Technologies (REZI) | Chairman | Feb 2018–Nov 2024 | Governance/oversight of home comfort and security solutions provider |
| CompoSecure (CMPO) | Director | Sep 2024–Feb 2025 | Short-term board service; currently board observer |
| Pitney Bowes (PBI); GS Acquisition Holdings (GSAH); Carlyle portfolio cos. | Director (former) | Various | Public company board experience across industrials and SPAC context |
External Roles
| Organization | Position | Current/Past | Relationship to JBI (if any) |
|---|---|---|---|
| L3Harris Technologies (LHX) | Director | Current | Not disclosed |
| Vertiv Group Corp. (NYSE: VTV) | Director | Current | Not disclosed |
| Resolute Holdings Management, Inc. (RHLD) | Director | Current | Not disclosed |
| CompoSecure (CMPO) | Board observer | Current | Not disclosed |
| MSC Industrial Direct (MSM) | Advisor | Current | Supplier to Janus; Board deemed relationship not material |
| Resideo Technologies (REZI) | Advisor (current); Chairman (2018–2024) | Current/Past | Supplier to Janus; Board deemed relationship not material |
Board Governance
- Structure and independence: Roles of Chair and CEO are separated, with Fradin as independent Chair; Board has eight independent directors out of nine; no lead independent director given Chair/CEO separation .
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee member; not on Audit Committee .
- Attendance and engagement: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; Board held 4 regular and 1 special meeting; Comp Committee held 4 regular meetings; Nominating & Corporate Governance held 4 regular meetings .
- Governance processes: Annual Board and committee self-evaluations overseen by Nominating & Corporate Governance; General Counsel facilitated evaluations in 2021–2024 .
- Risk oversight: Full Board oversees risk; Audit Committee oversees ERM (financial, operational, cybersecurity); Compensation Committee monitors incentive risk; Nominating & Corporate Governance oversees governance risks .
- Shareholder-friendly actions: Board recommended declassifying the Board and eliminating certain supermajority vote requirements (Proposals 4 and 5a/b) .
Committee Membership Snapshot
| Committee | Role |
|---|---|
| Compensation | Chair |
| Nominating & Corporate Governance | Member |
Fixed Compensation
| Year | Component | Amount | Detail |
|---|---|---|---|
| 2024 | Fees Earned or Paid in Cash | $0 | Fradin elected equity-only director compensation |
| 2024 | Stock Awards (RSUs) | $305,000 | Grant date fair value per ASC 718 |
| 2024 | RSUs Granted | 22,966 | Granted June 18, 2024; vest June 7, 2025, settled in common stock |
| Policy (effective June 7, 2024) | Annual Director Retainer | $200,000 | Payable in RSUs or mix; at least $100,000 must be RSUs |
| Policy | Compensation Committee Chair Fee | $15,000 | Payable in RSUs |
| Policy | Nominating & Corporate Governance Chair Fee | $15,000 | Payable in RSUs |
| Policy | Audit Committee Chair Fee | $20,000 | Payable in RSUs |
| Policy | Committee Member Fee (non-chair) | $10,000 | Payable in RSUs |
| Policy | Vice Chair Fee (if established) | $20,000 | Payable in RSUs |
- RSU vesting and termination/CIC: RSUs vest per schedule; unvested RSUs are forfeited upon termination except death/disability or upon Change in Control, subject to continuous service through consummation of CIC .
Performance Compensation
| Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Cumulative Adjusted EBITDA (2022–2024 PSUs for NEOs) | 90% of budgeted | 100% of budgeted | 110% of budgeted | $722.5M (115% of target) | 200% of target PSUs earned |
- Notes: The Adjusted EBITDA metric excluded interest, taxes, D&A, and non-operational/non-recurring items per plan; straight-line interpolation between 90–110%; certification in Q1 2025. This PSU framework reflects incentive design under the Compensation Committee chaired by Fradin .
Other Directorships & Interlocks
| Entity | Role | Interlock/Commercial Tie to JBI | Board Assessment |
|---|---|---|---|
| MSC Industrial Direct (MSM) | Advisor | Supplier to Janus | Payments on ordinary terms; not material; independence affirmed |
| Resideo (REZI) | Advisor; prior Chairman | Supplier to Janus | Payments on ordinary terms; not material; independence affirmed |
| CompoSecure (CMPO) | Board observer | None disclosed | Independence affirmed |
| L3Harris (LHX); Vertiv Group (VTV); Resolute (RHLD) | Director | None disclosed | Independence affirmed |
Expertise & Qualifications
- Extensive industrial leadership and M&A execution (60 acquisitions at Honeywell; ACS value creation >$85B) .
- Deep operations/technology exposure (environmental controls, life safety, building/process solutions) .
- Education: B.S. and M.B.A., Wharton School, University of Pennsylvania .
Equity Ownership
| Holder | Common Shares | Rights to Acquire (RSUs) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Roger Fradin | 2,646,219 | 22,966 | 2,669,185 | 1.91% (based on 139,961,636 shares) |
- Composition detail: Includes 23,317 shares held directly; 825,415 shares in The R JBI GRAT 2024 II; 486,036 shares in The R JBI GRAT 2024 III; 825,415 shares in The S JBI GRAT 2024 II; 486,036 shares in The S JBI GRAT 2024 III; plus 22,966 RSUs .
- Hedging/pledging: Insider Trading Policy prohibits hedging, margin accounts, and pledging .
- Ownership guidelines: Non-employee directors must hold 3x annual retainer within 5 years; qualifying shares include unvested time-based RSUs; retention of 50% of net shares until guideline met .
Insider Trades & Filings (Compliance)
| Person | Filing | Date Filed | Transactions Covered | Note |
|---|---|---|---|---|
| Roger Fradin | Form 4 | Nov 5, 2024 | Three transactions on Mar 29, 2024 | Delinquent; described as inadvertent |
| Roger Fradin | Form 4/A | Dec 9, 2024 | Two transactions on Jul 12, 2022; two on Dec 8, 2022; two on Dec 7, 2023; one on Jan 24, 2024 | Delinquent; described as inadvertent |
Governance Assessment
-
Positives
- Independent Chair with separation of Chair/CEO roles; eight of nine directors independent .
- Compensation Committee chaired by Fradin; uses independent consultant (Mercer); robust peer benchmarking and high say-on-pay approval (98%) indicating investor support .
- RSU-heavy director pay with minimum equity portion; stock ownership guidelines and anti-hedging/pledging policies align director incentives with shareholders .
- Board advancing declassification and removal of supermajority provisions, viewed as shareholder-friendly governance enhancements .
-
Risk indicators and potential conflicts
- Related-party exposure: Advisory roles at MSC and Resideo (both suppliers). Board determined relationships were not material and maintained independence, but ongoing monitoring is warranted .
- Section 16(a) delinquent filings in 2024 (inadvertent per company), a minor compliance flag that merits attention for timely reporting going forward .
- Change-in-control acceleration for director RSUs could reduce at-risk alignment in a transaction context; however, RSUs are time-based and forfeitable absent service, which partially mitigates windfall risk .
-
Engagement/attendance
- All incumbent directors met ≥75% attendance; Board and committees met regularly; self-evaluation process overseen by Nominating & Corporate Governance Committee fosters continuous improvement .