Catherine Halligan
JELD-WEN HoldingAbout Catherine A. Halligan
Independent director of JELD-WEN since 2022; age 61; Corporate Director and former Chief Marketing Officer of Walmart.com with deep e-commerce, marketing, human capital and governance experience. Education: B.A. in Finance, Northern Illinois University. Current JELD-WEN board roles: Compensation Committee Chair and Audit Committee member; the Board has affirmed her independence under NYSE rules and Exchange Act Rule 10A‑3(b)(1) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart / Walmart.com | Chief Marketing Officer, Walmart.com; VP Market Development, Global E‑commerce; VP Product Management & Multi‑Channel Integration; Strategic Advisor | CMO 2007–2009; VP Market Dev 2009–2010; VP PM 2006–2007; Advisor 2005–2006 | Led digital transformation and omnichannel strategy; increased traffic and loyalty; spearheaded Site-to-Store initiative . |
| PowerReviews | SVP Sales & Marketing; Advisor | SVP 2010–2012; Advisor 2012 | Advised on marketing and digital strategy for software firm . |
| Narvar, Inc. | Advisor | 2013–2022 | Advised customer post‑purchase experience platform . |
| Chanel, Inc. | Advisor | 2014–2023 | Advised on marketing and digital strategy . |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Driven Brands Holdings, Inc. | Director | 2020–present | Has served as Compensation Committee chair; also served on nominating/governance committees at certain public companies . |
| Ferguson Enterprises Inc. (formerly Ferguson plc) | Director | 2019–present | Public company board experience . |
| Ulta Beauty, Inc. | Director | 2012–present | Oversaw CEO succession; served on nominating & governance committee . |
| FLIR Systems, Inc. (now Teledyne FLIR) | Director | 2014–2021 | Compensation Committee chair; oversaw CEO succession . |
Board Governance
- Committee assignments (as of Mar 13, 2025): Compensation Committee Chair; Audit Committee member; Board determined all committee members are independent; Audit Committee financial experts are Joubert, Franzen, and Wynne (not Halligan) .
- Attendance and engagement: In 2024 the Board held 11 meetings; all directors attended at least 75% of Board and applicable committee meetings and attended the 2024 annual meeting; independent directors meet in executive session at all Board meetings .
- Independence: Board affirmatively determined Halligan is independent under NYSE rules and Rule 10A‑3(b)(1) .
| Committee | 2024 Meetings | Halligan Membership | Chair? |
|---|---|---|---|
| Audit | 8 | Yes | No (Chair: Tracey I. Joubert) . |
| Compensation | 6 | Yes | Yes . |
| Governance & Nominating | 4 | No | — |
Fixed Compensation
- Structure (Non‑Employee Directors, 2024): Annual cash retainer $100,000; Annual equity retainer $150,000 in RSUs (1‑year vest); no meeting fees; Committee chair retainers: Audit $25,000; Compensation $18,000; Governance & Nominating $15,000; Board Chair/Lead Independent Director retainer $180,000; director stock ownership requirement: 5x annual cash retainer within five years; as of Dec 31, 2024, all non‑employee directors were in compliance or on track .
| 2024 Director Compensation (USD) | Cash Fees | Stock Awards (Grant‑date FV) | All Other | Total |
|---|---|---|---|---|
| Catherine A. Halligan | $112,250 | $150,000 | — | $262,250 |
Performance Compensation
- Annual equity grant: On April 25, 2024, Halligan received 7,153 RSUs as part of the standard $150,000 annual equity retainer; RSUs vest one year from grant, subject to continued service through earlier of vest date or end of director term .
- Outstanding as of Dec 31, 2024: 7,153 RSUs (standard annual grant) .
| Equity Award | Grant Date | Shares Granted | Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (Annual Director Grant) | Apr 25, 2024 | 7,153 | $150,000 | 100% after 1 year, service‑based |
Note: No director performance metrics disclosed for equity; awards are time‑vested RSUs (no TSR/financial metric linkage) .
Other Directorships & Interlocks
- Current public company boards: Driven Brands (2020–present), Ferguson (2019–present), Ulta Beauty (2012–present) .
- Prior public company board: FLIR Systems (2014–2021) .
- Interlocks: Company discloses no compensation committee interlocks or insider participation in the past year .
- Related‑party transactions: Company reports none in 2024 involving directors/officers or 5% holders above $120,000; director fees limited to disclosed compensation .
Expertise & Qualifications
- Skills relevant to JELD-WEN: Public company board experience; global experience; building products industry experience; IT/cybersecurity; marketing/e‑commerce; human capital management .
- Governance track record: Chaired compensation committees at Driven Brands and FLIR; served on nominating & governance committees at Driven Brands and Ulta; oversaw CEO succession at Ulta Beauty and FLIR .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Feb 24, 2025) | 27,701 shares; “*” indicates less than 1% of outstanding (85,365,636 shares outstanding) . |
| RSUs outstanding (Dec 31, 2024) | 7,153 RSUs (standard annual grant) . |
| Shares issuable within 60 days | Directors’ totals include shares issuable upon RSU vest within 60 days, per footnote (6) . |
| Hedging/Pledging | Hedging and pledging prohibited for directors; only a grandfathered pledge applies to another director (Wendt); no pledge by Halligan disclosed . |
| Ownership guidelines | 5x annual cash retainer within five years; all non‑employee directors in compliance or on track as of Dec 31, 2024 . |
Governance Assessment
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Strengths
- Independent director; Compensation Committee Chair and Audit Committee member, providing meaningful oversight of pay practices and financial reporting/cyber risks .
- Robust attendance culture: Board held 11 meetings in 2024; all directors met ≥75% attendance and attended the annual meeting; independent director executive sessions at every Board meeting support effective oversight .
- Director pay structure balanced with equity (time‑vested RSUs) and ownership guideline of 5x retainer supports alignment; no hedging/pledging allowed, improving investor alignment .
- No related‑party transactions in 2024 and no comp committee interlocks reported, reducing conflict risk .
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Watch items
- Multiple external public boards (Driven Brands, Ferguson, Ulta Beauty) plus JELD-WEN imply significant commitments; investors may monitor workload and ongoing attendance/engagement given aggregate board service levels .
- Director equity is purely time‑based (no performance metrics), which is common for directors but provides less direct pay‑for‑performance linkage; investors may focus on ownership guideline compliance to ensure alignment .
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Red Flags
- None identified in disclosures regarding related party dealings, hedging/pledging (for Halligan), or attendance shortfalls .