Bruce Taten
JELD-WEN HoldingAbout Bruce M. Taten
Bruce M. Taten is an independent director at JELD-WEN, serving since 2014; he is a practicing attorney and private investor admitted in Texas and New York, age 69, with deep legal, risk management, M&A, finance, and governance credentials including an FSA Credential from SASB and prior CPA experience at Peat Marwick (now KPMG) . He chairs the Governance and Nominating Committee and serves on the Compensation Committee, bringing corporate governance and ESG oversight experience relevant to board effectiveness in the building products industry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cooper Industries, plc | SVP, General Counsel & Chief Compliance Officer | 2008–2012 | Oversaw $13B acquisition by Eaton; led legal, compliance, and M&A execution . |
| Nabors Industries | Vice President & General Counsel | 2003–2008 | Led transactional, litigation, and compliance matters; executive oversight . |
| Simpson Thacher & Bartlett LLP; Sutherland Asbill & Brennan LLP | Attorney | Not stated | Advised public companies on M&A in private practice . |
| Peat Marwick Mitchell & Co. (now KPMG) | C.P.A. | Not stated | Corporate finance, tax, and accounting foundation . |
| Private practice | Practicing attorney and private investor | 2015–present | Governance, securities compliance, ESG advisory; SASB FSA credential . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aviat Networks, Inc. | Director | 2022–present | Public company board experience; committee roles not disclosed in JELD proxy . |
Board Governance
- Committee assignments: Chair, Governance and Nominating; Member, Compensation; both committees composed entirely of independent directors per NYSE standards .
- Board and committee activity: 2024 Board held 11 meetings; Audit 8, Compensation 6, Governance 4; all directors attended at least 75% of the aggregate of Board and applicable committee meetings, and all directors attended the 2024 annual meeting .
- Independence: The Board affirmatively determined Bruce M. Taten is independent under NYSE rules and Exchange Act Rule 10A-3(b)(1) .
- Executive sessions: Independent directors meet in executive session at all Board meetings; the Chair presides, with ability to call additional sessions .
- Risk oversight: Governance and Nominating oversees ESG and related-party transactions; Compensation oversees human capital, succession, and incentive risk; Audit oversees financial, cybersecurity, compliance, and internal controls .
Fixed Compensation
| Element | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Non-employee director policy . |
| Committee chair cash retainer | $15,000 (Governance & Nominating) | Paid unless position is held by Board Chair; Taten is Governance Chair . |
| Committee chair cash retainer | $18,000 (Compensation) | For Comp Chair; Taten is member, not chair . |
| Board Chair additional retainer | $180,000 | Not applicable to Taten . |
| Meeting fees | None | No Board or committee meeting fees . |
| 2024 fees earned (Taten) | $115,958 | Reported cash compensation . |
| Stock ownership guideline | 5× annual cash retainer within five years of IPO or joining the Board | All non-employee directors were in compliance or on track as of 12/31/2024 . |
| 2024 Director Compensation (Taten) | Amount |
|---|---|
| Fees earned or paid in cash | $115,958 |
| Stock awards (grant-date fair value) | $150,000 |
| All other compensation | — |
| Total | $265,958 |
Performance Compensation
| Equity Grant (Directors) | Grant Date | Instrument | # RSUs | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual equity retainer (Taten) | April 25, 2024 | RSUs | 7,153 | $150,000 | One year from grant, subject to continued service through vest or end of term . |
- Director equity awards are time-based; no performance metrics are tied to director RSU vesting, and meeting fees are not paid .
- Compensation Committee–overseen performance metrics for executives (context for governance effectiveness): Adjusted EBITDA, Operating Cash Flow, Relative TSR, ROIC were the most important measures linking executive “compensation actually paid” to performance in 2024, with PSUs including a relative TSR multiplier; MIP paid 0% and 2022–2024 PSUs did not vest, evidencing discipline in pay-for-performance .
| Executive Incentive Metrics (Committee Oversight) | Program Use |
|---|---|
| Adjusted EBITDA | LTIP and pay-versus-performance linkage . |
| Operating Cash Flow | Incentive design emphasis . |
| Relative TSR | PSU multiplier to incentivize outperformance . |
| ROIC | Strategic alignment metric . |
Other Directorships & Interlocks
- Current public company directorships: Aviat Networks, Inc. (2022–present) .
- Compensation Committee interlocks: None; no member interlocking relationships, and no executive officers served on other companies’ boards/compensation committees creating interlocks .
Expertise & Qualifications
- Legal and risk management acumen across transactional, litigation, compliance, and internal investigations; prior General Counsel roles at Cooper Industries and Nabors Industries .
- M&A and corporate finance expertise; oversaw Cooper’s $13B sale to Eaton in 2012; prior CPA with Peat Marwick (KPMG) .
- Corporate governance, securities compliance, ESG oversight; SASB FSA credential; prior Chief Compliance Officer; chair of governance at JELD-WEN .
- Global and regulatory experience; advisory and public company board experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | RSUs Outstanding (12/31/2024) |
|---|---|---|---|
| Bruce M. Taten | 73,243 | * (approx. ≤1%) | 7,153 |
- Ownership denominator: 85,365,636 shares outstanding as of February 24, 2025; director percentages marked “*” represent beneficial ownership of approximately 1% .
- Hedging and pledging: Company policy prohibits hedging and pledging by directors and officers; no pledges by any director since IPO except a grandfathered pledge by Mr. Wendt; Board removed waiver ability in 2021, strengthening governance posture .
Governance Assessment
- Board effectiveness: Taten chairs Governance and Nominating and serves on Compensation, placing him at the center of ESG, board evaluation, related-party review, human capital, and incentive design; both committees are fully independent, with regular executive sessions enhancing oversight quality .
- Investor alignment: Strong say-on-pay support (96.63% in 2024) and zero payout under the annual MIP plus non-vesting of 2022–2024 PSUs indicate disciplined pay-for-performance, a positive signal for investor confidence under committees where Taten participates .
- Consultant independence: Compensation Committee directly engaged WTW and later Pay Governance as independent advisors; the Committee determined no independence or conflict-of-interest concerns, mitigating consultant risk .
- Conflicts/related parties: Governance Committee reviews related-party transactions; no compensation committee interlocks; hedging/pledging prohibited, with a single grandfathered pledge not involving Taten—no related-party or pledging red flags identified for Taten .
RED FLAGS
- None disclosed specific to Taten (no interlocks, no related-party transactions, no pledging; director RSUs are time-based without options repricing) .
Positive Signals
- Long-tenured independent governance leader with legal/M&A depth, SASB credential, and active oversight roles; strong shareholder support for compensation; robust ownership guidelines with compliance/on-track status .