Tony Byerly
About Tony Byerly
Tony Byerly, 58, has served as an independent director of Janus International Group, Inc. since December 2023. He is Global President of Securitas Technology (Securitas AB) and Chief Executive Officer of Securitas Technology Corporation, roles he has held since 2016; prior roles include EVP of Global Security at Diebold and President & COO at Stanley Security (Stanley Black & Decker). He holds a BA in Social Science and Business from Eureka College and brings 30+ years of senior leadership and security technology experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Securitas Technology (Securitas AB) | Global President; CEO, Securitas Technology Corporation | Since 2016 | Senior leadership in global security tech |
| Diebold Incorporated | EVP, Global Security | Through 2016 (led NA divestiture to Securitas) | Led global strategy and successful divestiture of North America business to Securitas |
| Stanley Security (Stanley Black & Decker) | President & COO | Prior to Diebold role | Operational leadership in security segment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships identified in 2024 and 2025 proxies |
| Securitas Technology (Securitas AB) | Operating executive (Global President/CEO of division) | Since 2016 | Securitas was a supplier to Janus in 2023; Board deemed relationship not material |
Board Governance
- Independence: Board determined all non‑employee directors are independent under NYSE and SEC rules; independence of Audit, Compensation, and Nominating & Corporate Governance committees affirmed. Byerly’s Securitas relationship (supplier to Janus) was specifically considered and deemed not material .
- Committee assignments: Nominating & Corporate Governance Committee member; no chair role .
- Attendance: All incumbent directors attended ≥80% of board/committee meetings in 2023; ≥75% in 2024; all directors attended the 2023 annual meeting .
- Election results (June 24, 2024): Byerly was elected Class III director for term expiring at 2027 annual meeting with 111,685,815 For, 3,613,343 Against, 209,235 Abstain; broker non-votes 10,515,592 .
- Board leadership changes: Aug 19, 2025, Audit Chair Thomas A. Szlosek resigned; Heather Harding appointed Audit Chair .
- Governance enhancements proposed in 2025 proxy: Board recommended declassifying the board and eliminating certain supermajority requirements .
Fixed Compensation
| Component | FY 2023 Policy | FY 2024 Policy | Notes |
|---|---|---|---|
| Annual director retainer (non‑employee) | $140,000; at least $100,000 as RSUs; balance in RSUs or cash at director option | $200,000; at least $100,000 as RSUs; balance in RSUs or cash at director option | RSUs time-based; vesting per grant footnotes |
| Vice Chair of Board | +$20,000 (RSUs) | +$20,000 (RSUs) | Not applicable to Byerly |
| Committee chair – Compensation | +$10,000 (RSUs) | +$15,000 (RSUs) | Chair is Roger Fradin |
| Committee chair – Nominating & Corporate Gov. | +$10,000 (RSUs) | +$15,000 (RSUs) | Chair is David Doll |
| Committee chair – Audit | +$20,000 (RSUs) | +$20,000 (RSUs) | Chair change Aug 2025 (Harding) |
| Committee member (non‑chair) | Audit members +$10,000 (RSUs) | Any committee member +$10,000 (RSUs) | Byerly as Nominating member eligible for +$10,000 from 2024 |
| Meeting fees | None disclosed | None disclosed | — |
Performance Compensation
| Award/Metrics | Grant details | Vesting | Performance metrics |
|---|---|---|---|
| RSUs (Byerly FY 2024) | 15,813 RSUs granted June 18, 2024; grant date fair value $210,000 | Vest June 7, 2025; settled in common stock | Time-based only; no disclosed performance metrics |
| Options | None disclosed for directors | — | — |
| Change in Control (director RSUs) | Unvested RSUs forfeited upon termination except death/disability or upon Change in Control if serving through consummation | Immediate vesting on Change in Control (subject to service condition) | Not performance‑based; event‑based acceleration |
| Clawback policy | Company clawback policy for executive compensation upon accounting restatement | — | Not specified for director RSUs |
Other Directorships & Interlocks
| Connection | Nature | Materiality assessment | Oversight mechanism |
|---|---|---|---|
| Securitas Technology (supplier) | Byerly is Global President/CEO of division; Securitas was a Janus supplier in 2023 | Board determined relationship not material | Related Party Transactions Policy; Audit Committee review; independence reaffirmed |
Expertise & Qualifications
- Security technology domain expertise with senior P&L leadership; global strategy and M&A execution (Diebold divestiture; Stanley Security operations) .
- Board determined his experience in security and technology industries qualifies him to serve; brings global business and operations perspective .
Equity Ownership
| Holder | Common shares owned | Rights to acquire (RSUs/options within 60 days) | Total | % of outstanding | Notes |
|---|---|---|---|---|---|
| Tony Byerly | 4,720 | 15,813 | 20,533 | <1% (*) | No non‑employee director stock options; shares outstanding 139,961,636 |
| Policy constraints | Hedging prohibited | Pledging/margin prohibited | — | — | Stock ownership guideline: 3× annual retainer for directors; five‑year compliance; unvested time‑based RSUs count; PSUs generally do not count until vested |
Fixed Compensation (Byerly FY 2024 Detail)
| Year | Cash Fees | Stock Awards | Total | Grant specifics |
|---|---|---|---|---|
| 2024 | $0 | $210,000 (15,813 RSUs) | $210,000 | Granted June 18, 2024; vest June 7, 2025 |
Board Governance Signals
- Shareholder support: Strong say‑on‑pay approval in 2024 (For 112,605,152; Against 2,875,323; Abstain 27,918; broker non-votes 10,515,592) and strong election support for Byerly (111.7M For vs 3.6M Against) signal confidence in governance and board composition .
- Structural reforms: 2025 proxy proposes declassifying the board and eliminating certain supermajorities, aligning with governance best practices .
- Independence safeguards: RPT Policy and Audit Committee oversight; explicit evaluation of Byerly’s supplier affiliation with Securitas deemed not material, preserving independence .
- Attendance: Board‑level attendance thresholds met (≥80% in 2023; ≥75% in 2024 for all incumbents), indicating baseline engagement .
Risk Indicators & Red Flags
- Related‑party exposure: Securitas supplier relationship via Byerly’s operating role; Board determined non‑material, but remains a monitoring point for vendor selection and pricing (RED FLAG – potential perceived conflict; currently mitigated) .
- Section 16(a) compliance: Inadvertent late Form 3 filing upon Byerly’s appointment in Dec 2023 noted in 2024 proxy; subsequently in compliance (procedural lapse, not substantive) .
- No evidence of hedging/pledging permitted; policy prohibits both, reducing alignment risks .
- No director option repricing, tax gross‑ups, or loans disclosed; no meeting fees disclosed, which aligns with mainstream practice .
Governance Assessment
- Alignment: Byerly elected 100% RSU compensation in 2024 ($210,000; 15,813 RSUs), with stock ownership guidelines requiring 3× retainer within five years; equity-heavy pay supports skin‑in‑the‑game and alignment with shareholders .
- Independence/Conflicts: Independence affirmed; Securitas supplier relationship assessed and deemed immaterial; presence on Nominating & Corporate Governance Committee underscores fiduciary expectations around conflicts management .
- Engagement: Attendance thresholds met at the board level; election vote support high; no disclosed committee chair roles—current focus is Nominating committee membership .
- Governance trajectory: Movement toward declassification and reducing supermajorities enhances board accountability and investor confidence; recent Audit Chair transition handled via 8‑K without disagreement indicates orderly governance .
Overall, Byerly presents as an independent, industry‑savvy director with equity‑aligned compensation and high shareholder support; the primary monitoring item is his operating role at a supplier (Securitas), currently mitigated by immateriality determinations and RPT/Audit oversight .