James Hayes
JELD-WEN HoldingAbout James S. Hayes
Executive Vice President, General Counsel & Corporate Secretary of JELD-WEN (promoted June 1, 2023). He has served as Corporate Secretary since at least 2020, signing numerous SEC filings on behalf of the company . 2024 company performance under his tenure included a zero payout under the management incentive plan as Adjusted EBITDA and Operating Cash Flow came in below threshold (Adjusted EBITDA $275.2m; OCF $106.2m), and the 2022–2024 PSU cycle paid 0%, underscoring a strict pay-for-performance framework . For broader context, 2024 TSR implied a $100 investment value of $34.99, net income was ($187.58)m, and Adjusted EBITDA was $275m .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| JELD-WEN Holding, Inc. | EVP, General Counsel & Corporate Secretary | Jun 1, 2023 – present | Executive legal and governance leadership; NEO since 2023 |
| JELD-WEN Holding, Inc. | Corporate Secretary | ≥2020 – present | Corporate governance officer; signatory on SEC filings |
External Roles
No external directorships or roles for Mr. Hayes are disclosed in the latest proxy for NEOs. (Not disclosed)
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary | $457,200 | $512,115 |
| All Other Compensation (incl. 401(k) match) | $13,200 | $13,800 |
| Total Fixed (Salary + All Other) | $470,400 | $525,915 |
Performance Compensation
- Annual Management Incentive Plan (MIP)
| Item | Hayes Target | 2024 Company Metrics | 2024 Results | 2024 Payout |
|---|---|---|---|---|
| Threshold / Target / Max (% of salary) | 36% / 60% / 120% | Adjusted EBITDA (50%): $365/$405/$455m; OCF (50%): $200/$250/$300m | Adj. EBITDA $275.2m; OCF $106.2m | $0 (0% of target) |
- Long-Term Incentive Plan (LTIP) – 2024 Grants
| Award type | Grant date | Quantity / Strike | Vesting | Grant-date fair value |
|---|---|---|---|---|
| Stock Options | Feb 6, 2024 | 36,974 @ $18.52; 10-year term (exp. Feb 6, 2034) | Ratable over 3 years | $395,992 |
| RSUs | Feb 6, 2024 | 21,382 units | Ratable over 3 years (2025–2027) | $395,995 |
| PSUs (target) | Feb 6, 2024 | 11,069 target (0–150%) | Cliff vest after 3 years (to 2027) on ROIC (50%) & relative TSR vs Russell 3000 (50%) | $455,137 |
- Prior-year (for context)
| Year | Stock Awards | Option Awards | Non-Equity Incentive (MIP) | Notes |
|---|---|---|---|---|
| 2023 | $665,162 | $199,993 | $600,000 | Discretionary $70,000 cash bonus also paid in 2023 |
- PSU Outcome (2018 design onward): 2022 grant cycle (ROIC and relative TSR) did not meet performance metrics; payout 0% for the 2022–2024 period (Hayes did not receive a 2022 PSU grant due to timing of promotion) .
Equity Ownership & Alignment
- Beneficial Ownership and Breakdown
| Item | Quantity / Detail |
|---|---|
| Shares beneficially owned (as of Feb 24, 2025) | 63,222 shares; includes 30,292 shares issuable upon exercise of currently vested options |
| Options – exercisable | 5,003 (2019 grant @ $20.96), 4,206 (2020 grant @ $24.54), 8,882 (2023 grant @ $13.15) |
| Options – unexercisable | 18,035 (2023 grant @ $13.15), 36,974 (2024 grant @ $18.52) |
| RSUs – unvested | 2,856 (2022 grant), 16,751 (2023 grant), 10,000 (2023 grant), 21,382 (2024 grant) |
| PSUs – unvested | 7,605 (2023 cycle), 11,069 (2024 cycle, target) |
| RSU vesting schedules (selected) | 2023 RSUs vest ratably on Feb 14, 2024/2025/2026; a separate 2023 grant vests 50% on Feb 14, 2025 & 50% on Feb 14, 2026; 2024 RSUs vest one-third annually (2025–2027) |
| PSU performance design | 3-year cliff; ROIC (50%) + relative TSR vs Russell 3000 (50%) |
- Ownership policies and restrictions
- Executive stock ownership guidelines: 3x base salary (raised in Feb 2024 from 2x), 5-year compliance window; must retain 50% of net shares until compliant .
- No hedging and no pledging policy for executives; only one director (Wendt) has a grandfathered pledge from IPO era; no executive pledges allowed .
Employment Terms
-
Employment agreement (standard NEO terms)
- Term: Indefinite; restrictive covenants include 2-year post-termination non-compete and non-solicit .
- Termination without cause / resignation for good reason (non-CIC): Cash severance equal to 1x base salary + 1x target bonus; 12 months COBRA reimbursement; prorated actual-year MIP; limited option vesting per legacy grants; outplacement up to $10k .
- Death/disability/retirement: Prorated bonus (actual performance); equity per award agreements (certain death/disability continuations; retirement proration for awards after 2023) .
- Change-in-control (double trigger): 2x (base + 3-yr avg bonus), prorated target bonus, accelerate all time-based awards, PSUs at target prorated to termination date, 24 months COBRA, outplacement up to $10k; 2-year non-compete/non-solicit .
-
Estimated benefits (as of Dec 31, 2024) | Scenario | Estimated value | |---|---:| | Without Cause / Good Reason (non-CIC) | $860,538 | | Death or Disability | $309,000 | | Termination in Connection with a CIC | $2,125,540 |
-
Clawback: Company maintains an incentive compensation clawback policy consistent with SEC/NYSE rules and for misconduct (fraud, willful violations) .
Compensation Committee Design and Peer Group
- Say-on-Pay approval (2024 AGM for FY2023 pay): 96.63% support; no significant program changes in 2024 .
- 2024 peer group used for benchmarking includes: AOS, ALLE, FBIN, GFF, LII, MLM, MAS, DOOR, MBC, MHK, NWL, OC, PATK, PHM, REZI, SNA, UFPI, VMC .
Performance & Track Record (Company-Level Context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – value of $100 investment | $41.22 | $80.65 | $34.99 |
| Net Income ($m) | $12.22 | $25.24 | ($187.58) |
| Adjusted EBITDA ($m) | $349 | $380 | $275 |
2024 MIP paid 0% based on below-threshold Adjusted EBITDA and OCF, and the 2022–2024 PSU cycle paid 0%, aligning realized pay with performance outcomes .
Investment Implications
- Pay-for-performance alignment: Zero 2024 MIP payout and 0% vesting of the 2022 PSU cycle indicate meaningful downside risk in variable pay when performance underwhelms (Adj. EBITDA and OCF below thresholds) . 2024 LTIP tilts toward equity (options/RSUs/PSUs) with longer-dated vesting and rigorous metrics (ROIC and relative TSR), reinforcing longer-term alignment .
- Retention risk: Hayes holds sizable unvested equity (RSUs and PSUs) and unexercisable options that vest over 2025–2027, providing strong retention hooks; severance is moderate at 1x salary+bonus (non-CIC) and 2x (CIC), with double-trigger terms and restrictive covenants .
- Trading/overhang considerations: Scheduled RSU vesting and potential PSU vesting in 2027 (performance-contingent) could create periodic supply; however, anti-hedging/pledging policies reduce alignment risk (no pledging by executives) .
- Governance quality: Strong policies (no option repricing, clawback, ownership guidelines, no pledging/hedging) and high say-on-pay support (96.63%) indicate shareholder-friendly comp governance .