Roderick Wendt
JELD-WEN HoldingAbout Roderick C. Wendt
Independent director nominee; age 70; director since 1985. Former President, CEO, Executive Chairman, Vice Chairman of JELD‑WEN; currently Managing Member of Spruce Street Ventures LLC. Education: B.A., Stanford University; J.D., Willamette University College of Law. Long-tenured building products operator with deep M&A and governance experience; not classified as independent by the Board’s 2025 independence determinations.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JELD‑WEN, Inc. | President & CEO | 1992–2011 | Led global expansion; executed series of strategic acquisitions (Dooria, Karona, LaCantina, TREND, Breezway, Mattiovi, Milliken Millwork, Kolder Group, Domoferm, ABS, VPI) |
| JELD‑WEN, Inc. | Executive Chairman & CEO | 2011–2013 | Oversight of governance and strategy |
| JELD‑WEN, Inc. | Vice Chairman | 2014–2023 | Continued board-level leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spruce Street Ventures LLC | Managing Member | 2013–present | Private investment leadership |
| Federal Reserve Bank of San Francisco, Portland Branch | Director; Chairman | Director 2009–2014; Chair 2013–2014 | Economic advisory; regional oversight |
Board Governance
- Committee assignments: None (not a member of Audit, Compensation, or Governance & Nominating as of March 13, 2025)
- Independence: Board affirmed eight directors as independent; Wendt not included in the independent list (CEO also not independent), implying Wendt is not independent under NYSE rules
- Attendance: Board held 11 meetings in 2024; all directors serving in 2024 attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting
- Board structure: Independent Chair (David G. Nord); executive sessions of independent directors at all Board and committee meetings
- Mandatory retirement: Non-employee directors retire at annual meeting following their 75th birthday (waivers no longer permitted for pledging policy, see below)
Fixed Compensation (Director)
| Year | Cash Retainer | Committee Chair Fees | Meeting Fees | Board Chair Premium | Total Cash |
|---|---|---|---|---|---|
| 2024 | $100,000 | None (no chair roles) | None | N/A | $100,000 |
| Year | Equity Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| 2024 | RSUs (annual equity retainer) | Apr 25, 2024 | 7,153 RSUs | $150,000 | One-year cliff, subject to continued service |
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2024 director compensation totals: $100,000 cash; $150,000 stock awards; $250,000 total; no other compensation disclosed
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Stock ownership guidelines for directors: 5x annual cash retainer, to be met within five years of later of IPO or joining the Board; as of Dec 31, 2024, all non-employee directors were in compliance or on track
Performance Compensation (Director)
| Component | Performance Metric(s) | Weighting | Payout Curve | 2024 Outcome |
|---|---|---|---|---|
| None for directors | N/A | N/A | N/A | Director equity grants are time-based RSUs; no performance-based director pay disclosed |
Note: Performance-based metrics apply to NEO compensation, not directors. Company-wide MIP metrics (Adjusted EBITDA, Operating Cash Flow) yielded 0% payout for 2024; PSUs granted in 2022 did not vest—a governance signal of pay-for-performance discipline. For context: Company Adjusted EBITDA $275.2mm; OCF $106.2mm; all MIP components paid 0% to NEOs in 2024.
Other Directorships & Interlocks
| Company | Public Company? | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy nominee table shows no other public company boards for Wendt |
- Compensation Committee interlocks: Company discloses no interlocks; none involving Wendt
Expertise & Qualifications
- Building products industry operator spanning legal, manufacturing, sales, and marketing; former CEO/Executive Chairman/Vice Chairman of JELD‑WEN
- Strategic M&A leadership with numerous acquisitions across geographies
- Community/economic oversight (Federal Reserve Bank of San Francisco Portland Branch, Chair)
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Ownership Details |
|---|---|---|---|
| Roderick C. Wendt | 326,960 | ~<1%* | Includes 31,079 shares (IRA), 227,059 (RC Wendt Revocable Trust), 26,400 (Roderick Wendt GST Trust), and 7,153 RSUs vesting within 60 days of record date |
- Pledged shares: 220,000 shares pledged (through RC Wendt Revocable Trust) to People’s Bank; pledge predates 2017 IPO and is grandfathered under Company anti-pledging policy; Board removed waiver ability in 2021; pledge remains outstanding
*Percentages based on 85,365,636 shares outstanding; table flags director holdings as approximately 1%; Wendt’s holding is below 1%.
Governance Assessment
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Strengths:
- Deep operating and industry expertise; institutional knowledge valuable for oversight of complex footprint and portfolio actions
- No committee roles mitigate direct influence over audit/compensation/governance processes given non-independence
- Director compensation aligned with market norms; time-based RSUs with one-year vesting; clear ownership guidelines
- Board demonstrates pay discipline: NEO annual bonuses at 0% for 2024; 2022 PSUs failed to vest; strong 2024 say-on-pay approval (96.63%)
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Red flags:
- Shares pledged as collateral: 220,000 shares remain pledged; despite anti-pledging policy (grandfathered). Pledging is widely viewed as a misalignment risk—potential forced selling under stress. The Board removed waiver ability in 2021; pledge persists.
- Non-independence: Wendt not in the Board’s 2025 independent director list, reflecting prior executive/relationship considerations; long tenure may raise refreshment concerns for some investors.
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Additional observations:
- Attendance satisfactory: met ≥75% attendance threshold; attended annual meeting.
- No related-party transactions >$120,000 involving directors in 2024; director pay limited to policy-defined fees and equity; no hedging allowed; pledging prohibited except Wendt’s grandfathered pledge.
Implications for investors: Wendt’s deep operating/M&A experience and long tenure can support board effectiveness on portfolio transformation; however, the ongoing pledge is a governance risk flag that could affect investor confidence during volatility. Monitoring for resolution of the pledge and continued board refreshment/independence balance is advisable.