Vic Nettie
About Vic Nettie
Vic Nettie is Vice President of Manufacturing at Janus International Group, Inc. (JBI), age 57, with a Michigan State University degree in Materials and Logistics Management (Operations emphasis). He has worked in self‑storage construction since the late 1980s, joined Janus at inception in 2002, and has served as VP of Manufacturing since September 2014 (formally since the June 2021 business combination) . Company performance context for incentive alignment: FY2024 revenue was $963.8 million (vs. $1,066.4 million in 2023), net income $70.4 million, and Adjusted EBITDA $208.5 million; TSR in 2024 measured $52.99 from an initial $100, while the peer group TSR was $106.28 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Doors and Building Components, Inc. | Manufacturing/Operations Manager | Not disclosed | Operations leadership in building components; experience carried into self‑storage manufacturing |
| Self‑storage construction (industry) | Various roles across multiple facets | Not disclosed (since late 1980s) | Deep domain expertise across construction, feeding process/mfg improvements at Janus |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
| Component | FY2024 | Notes |
|---|---|---|
| Base Salary ($) | 396,917 | Salary earned in FY2024 |
| FY2024 Ending Base Salary ($) | 404,700 | Approved base rate at FY2024 year‑end; 0% increase YoY |
| Target Annual Bonus ($) | 303,525 | Janus Bonus Program “Target” (ICP) figure for FY2024 |
| Actual Annual Bonus Paid ($) | 151,763 | Discretionary payout (50% of target) approved Mar 2025 |
| Perquisites/Other ($) | 11,059 | 401(k) employer match; no tax gross‑ups |
Performance Compensation
Annual Incentive Plan (FY2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Performance vs Target | Payout Before Discretion | Final Approved Payout |
|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (Company) | 100% | $225.7m | $300.9m | $331.0m | $208.5m | 69.3% | 0% | 50% of target (Nettie $151,763) |
Notes:
- FY2024 bonus was tied solely to Adjusted EBITDA; the committee exercised retention‑motivated discretion to pay 50% of target despite missing threshold .
Long‑Term Incentives (FY2024 Grants)
| Award Type | Performance Metric(s) | Grant Date | Target Quantity/Value | Vesting |
|---|---|---|---|---|
| RSUs | Time-based | 3/19/2024 | 12,911 units ($191,470 grant-date fair value) | 3 equal annual tranches on 1st–3rd anniversaries of grant (service condition) |
| PSUs (2024–2026 cycle) | Cumulative Adjusted EBITDA (90–110% band, 0–200% payout) | 3/19/2024 | Target 12,911; Thresh 6,456; Max 25,822 ($191,470 FV) | Earned after 3‑year performance; settled within 60 days post certification |
| One‑Time PSUs (2025–2026) | 50% Cumulative Adjusted EBITDA; 50% Cumulative Revenue | 12/16/2024 | Target 63,131; Thresh 31,566; Max 126,262 ($499,998 FV) | 2‑year performance period; 0–200% payout; settle post certification |
Historical PSU outcome (context): 2022–2024 PSU cycle paid at 200% based on cumulative Adjusted EBITDA at 115% of target ($722.5m) .
Stock Options (Outstanding; Grant 4/29/2022)
| Detail | Value |
|---|---|
| Exercise Price | $9.46 |
| Expiration | 4/29/2032 |
| Vesting | 4 equal installments on each of the first 4 anniversaries of 4/1/2022 (service condition) |
| Options Exercisable (12/28/2024) | 11,036 |
| Options Unexercisable (12/28/2024) | 11,039 |
| Rights to Acquire Shares Within 60 Days (Record Date 4/23/2025) | 16,554 (options) |
Equity Ownership & Alignment
| Item | Amount/Detail |
|---|---|
| Beneficial Ownership (Shares) | 896,644 (296,644 directly; 600,000 Nettie Family Gift Trust) |
| Rights to Acquire (60 days of 4/23/2025) | 16,554 (options) |
| Total Beneficial + Rights | 913,198 |
| Ownership % of Outstanding | <1% (company denotes “*”) |
| Unvested RSUs (12/28/2024) | 40,370 |
| Unearned PSUs (12/28/2024) | 74,326 |
| Options (12/28/2024) | 11,036 exercisable; 11,039 unexercisable |
| Hedging/Pledging | Prohibited for directors/officers (policy bans hedging and pledging/margin accounts) |
| Stock Ownership Guidelines | NEOs at 3× base salary; 5‑year compliance window; retain 50% of net shares until compliant |
| Compliance Status | Not disclosed |
Vesting calendar risk signals:
- RSUs from 3/19/2024 vest annually over 2025–2027; plus legacy RSUs (total unvested 40,370 at 12/28/2024) create recurring supply into windows subject to insider trading policy and blackout timing .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | None beyond standard arrangements (no written offer letter for Nettie) |
| Severance (Outside Change‑in‑Control) | 1.0× (base salary + Annual Bonus); 12 months COBRA; outplacement (≤10% of base) |
| Severance (During Change‑in‑Control Protection Period) | 2.0× (base salary + Annual Bonus); 18 months COBRA; outplacement (≤10% of base) |
| Estimated Cash Severance (as of 12/28/2024) | $748,566 (outside CIC); $1,497,131 (during CIC) |
| Equity Acceleration (CIC scenarios) | If awards not assumed: unvested RSUs/PSUs vest at greater of target or actual (to date). If assumed and involuntary termination within 1 year: unvested RSUs/PSUs vest similarly (double trigger). Options can accelerate if not assumed; 90‑day exercise window post certain terminations |
| Estimated Equity Acceleration (CIC) | $844,159 (as of 12/28/2024) |
| Restrictive Covenants | 2‑year post‑employment non‑compete and non‑solicitation; other customary covenants |
| Clawback | SEC/NYSE‑compliant clawback adopted Aug 31, 2023; 3-year lookback for restatements |
| Insider Trading | Preclearance and 10b5‑1 plan guidelines; blackout periods; no hedging/pledging/margin |
| Tax Gross‑Ups | None (company policy) |
Compensation Structure Analysis
- Cash vs equity mix rose in FY2024 due to significant PSU and RSU grants (Stock Awards $882,938) while base/bonus remained modest; annual bonus paid via discretion despite missing threshold, signaling retention priority in a soft demand year .
- Shift to RSUs/PSUs over options in 2023–2024 (no options granted in 2024/2023), lowering risk for executives and tightening alignment to revenue/EBITDA outcomes .
- FY2024 AIP design remained single‑metric (Adjusted EBITDA); committee used discretion to 50% payout despite 69.3% performance versus target, balancing retention and performance culture .
Compensation Peer Group and Say‑on‑Pay
| Item | Detail |
|---|---|
| 2024 Peer Group (select) | AAON; Apogee; Armstrong World; AZEK; CSW Industrials; Enerpac; Gibraltar; Graco; Hayward; Insteel; Nordson; Quanex; Simpson; Standex; Trex; Zurn Elkay; Advanced Drainage Systems; L.B. Foster (PGT removed post acquisition) |
| 2024 Say‑on‑Pay Result | ~98% approval |
Performance & Track Record
| Category | Highlights |
|---|---|
| FY2024 Operational | New Nokē Ion smart lock; NS Series doors; new DCs in Ontario/Mt. Airy; T.M.C. asset acquisition; Nokē installed units +32% to 365,000 |
| FY2024 Financial | CFOA $154.0m; FCF $133.9m; executed $21.9m voluntary debt paydown; repriced term loan −50 bps margin; repurchased 7.14m shares for $78.7m |
| Pay vs Performance Context | 2024 CAP for PEO/NEOs suppressed vs 2023 amid TSR decline; company’s selected measure is Adjusted EBITDA |
Board Governance (Executive‑Relevant Policies)
| Policy | Executive Relevance |
|---|---|
| Independent Compensation Committee; Charter oversight | Designs AIP/LTI; establishes clawback and stock ownership guidelines |
| Stock Ownership Guidelines | NEOs at 3× base salary; 5‑year compliance; 50% net share retention |
| Insider Trading & 10b5‑1 | Trading plan governance; blackout compliance; preclearance |
Related Party / Risk Indicators
- Hedging or pledging of company stock prohibited (alignment positive) .
- No tax gross‑ups; standard benefits only (shareholder‑friendly) .
- No personal related party transactions disclosed for Nettie; family gift trust beneficial ownership disclosed (alignment via significant holdings) .
Equity Ownership & Vesting Detail (As of FY2024 Year‑End and 4/23/2025 Record)
| Type | Count/Value |
|---|---|
| Direct/Common (incl. trust) | 896,644 shares (296,644 direct; 600,000 Nettie Family Gift Trust) |
| Options | 11,036 exercisable; 11,039 unexercisable; $9.46 strike; expire 4/29/2032 |
| RSUs (Unvested) | 40,370 |
| PSUs (Unearned) | 74,326 |
| Rights to Acquire (60‑day window) | 16,554 (options at 4/23/2025 record date) |
Investment Implications
- Alignment: Significant beneficial ownership (including family trust) and multi‑year PSUs tied to cumulative Adjusted EBITDA and revenue align incentives to cash generation and growth; hedging/pledging bans and ownership guidelines further strengthen alignment .
- Retention risk: Discretionary FY2024 bonus and one‑time PSUs (2‑year) indicate high retention focus for key operators; severance plan with 2× CIC multiple and double‑trigger acceleration reduces departure risk but increases potential CIC costs .
- Selling pressure: RSU tranches through 2027 and option vesting create periodic supply; however, policy‑driven preclearance/blackouts and ownership guideline retention requirements mitigate near‑term selling pressure .
- Execution signals: 2022–2024 PSU max payout underscores prior delivery versus plan; FY2024 AIP miss (with discretionary payout) reflects macro softness rather than operational underperformance, supported by FCF strength and debt repricing .