Samantha Stoddard
JELD-WEN HoldingAbout Samantha Stoddard
Executive Vice President and Chief Financial Officer (Principal Financial Officer) of JELD-WEN Holding, Inc., promoted to CFO on July 1, 2024; she serves as the co-certifying officer for internal controls and periodic reporting and signs earnings-related 8-Ks . Company performance metrics linked to her incentive plans include Adjusted EBITDA, Operating Cash Flow (MIP), and ROIC/relative TSR (PSUs); in 2024, Adjusted EBITDA was $275.2 million and OCF was $106.2 million, resulting in a 0% MIP payout to NEOs . JELD-WEN’s TSR value in the “Pay Versus Performance” table was $34.99 in 2024, illustrating equity-sensitive compensation alignment via PSUs tied to ROIC and TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JELD-WEN Holding, Inc. | Executive Vice President & Chief Financial Officer | 2024–present | Co-leads controls certifications; provides guidance commentary on productivity, tariffs, and transformation actions in earnings communications |
External Roles
No external directorships or outside roles disclosed for Samantha Stoddard in the filings reviewed .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $525,000 |
| MIP Threshold (% of salary) | 36% |
| MIP Target (% of salary) | 60% |
| MIP Maximum (% of salary) | 120% |
| Actual MIP Bonus Paid ($) | $0 |
Performance Compensation
Annual Cash Incentive (MIP) Structure and 2024 Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual 2024 Result | Payout |
|---|---|---|---|---|---|---|
| Company Adjusted EBITDA | 50% | $365mm | $405mm | $455mm | $275.2mm | 0% |
| Company Operating Cash Flow | 50% | $200mm | $250mm | $300mm | $106.2mm | 0% |
Key conditions: No regional bonuses pay if company metrics below threshold; Committee may adjust for discrete items; ESG metrics included in individual evaluations .
Long-Term Equity Incentives (LTIP) – Grants and Design
| Award Type | Grant Date | Design | Weighting | Shares/Units | Fair Value ($) | Key Terms |
|---|---|---|---|---|---|---|
| Stock Options | Feb 6, 2024 | Options motivate long-term value creation | Part of 33% options mix for NEOs | 9,900 | $183,348 | Strike $18.52; vest ratably over 3 years; 10-year term |
| RSUs | Feb 6, 2024 | Time-vesting alignment/retention | Part of 33% RSUs mix | 15,658 | $289,986 | Vest ratably over 3 years |
| PSUs (ROIC & relative TSR) | Feb 6, 2024 | Performance-based; cliff vest | 34% PSUs for NEOs | 7,868 target (range 0–150%) | $323,512 | Metrics: ROIC and TSR vs Russell 3000, 50%/50%; vest on Feb 6, 2027 |
| RSUs (Promotion) | Jul 1, 2024 | Time-vesting (promotion award) | n/a | 9,900 | $128,403 | Vest ratably over 3 years |
| PSUs (Promotion) | Jul 1, 2024 | Performance-based (promotion award) | n/a | 5,100 target (range 0–150%) | $130,356 | Metrics/performance vesting at 3 years |
Vesting schedules and exercisability (as of 12/31/2024): her 2024 RSUs vest one-third each year in 2025, 2026, 2027; PSUs cliff vest after 3 years; 9,900 options granted July 1, 2024 at $12.97 were unexercisable as of year-end .
Stock Awards Vested – 2024
| Metric | 2024 |
|---|---|
| Shares acquired on vesting (#) | 26,228 |
| Value realized on vesting ($) | $457,682 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 24,215 |
| Shares Outstanding (record date) | 85,365,636 |
| Ownership % of Outstanding | ~0.03% (24,215 / 85,365,636) |
| Unvested RSUs (examples) | 26,751 (2/14/23 grant); 3,500 (9/1/23 grant); 15,658 (2/6/24 grant); 9,900 (7/1/24 grant) |
| Unvested PSUs (examples) | 7,868 (2/6/24 grant); 5,100 (7/1/24 grant) |
| Options (exercisable / unexercisable) | 0 / 9,900 (7/1/24 grant, $12.97, exp. 7/1/2034) |
| Stock Ownership Guidelines | CFO: 3x base salary; retain 50% of net shares until compliant; compliance within 5 years of appointment |
| Hedging/Pledging | Company prohibits hedging and pledging for execs; no executive officer pledges since IPO (one director’s legacy pledge grandfathered) |
Omnibus plan overhang context (company-level): Options outstanding 1,296,666; RSUs 1,790,096; PSUs 535,460; remaining shares available 2,863,602; weighted average option exercise price $20.94 .
Employment Terms
Severance and Change-in-Control Economics (as of 12/31/2024)
| Scenario | Components | Estimated Value ($) |
|---|---|---|
| Without Cause / Good Reason (No CIC) | 1x base salary + 1x target bonus; 12 months COBRA; possible accelerated vesting of one tranche for certain legacy options; prorated prior-year bonus; outplacement up to $10,000; two-year non-compete/non-solicit | $850,064 |
| Death or Disability | Prorated annual bonus for year of termination; treatment per award terms (death/disability vesting provisions apply to certain grants) | $315,000 |
| CIC Termination (Double Trigger) | 2x (base salary + average cash incentive bonus prior 3 years); prorated annual bonus at target; full acceleration of time-based equity; PSUs at target prorated; 24 months COBRA; outplacement up to $10,000; two-year non-compete/non-solicit; payout timing depends on termination date vs CIC | $2,315,360 |
Other policies: Incentive compensation clawback adopted consistent with SEC/NYSE rules, covering restatements and specified misconduct . Deferred Compensation Plan permits deferral of salary, bonus, RSUs, PSUs; no listed balances for Stoddard in 2024 .
Compensation Structure Analysis
- 2024 MIP paid 0% due to below-threshold Adjusted EBITDA and OCF, highlighting strict pay-for-performance alignment and Committee discipline .
- LTIP mix increased performance sensitivity via PSUs (ROIC and TSR, 50/50) with three-year cliff vesting; options and RSUs vest ratably, balancing retention with long-term value creation .
- Company practices include clawbacks, anti-hedging/anti-pledging, and no option repricing; tax gross-ups not disclosed for Stoddard in 2024 (her “All Other Compensation” was $13,800, reflecting 401(k) match) .
Say-on-Pay & Compensation Peer Group
- 2024 say-on-pay support: 96.63% approval, reinforcing investor acceptance of design .
- Peer group used for benchmarking (2024): AOS, ALLE, FBIN, GFF, LII, MLM, MAS, DOOR, MBC, MHK, NWL, OC, PATK, PHM, REZI, SNA, UFPI, VMC .
Performance & Track Record
- CFO commentary emphasized productivity actions, selective pricing, and transformation initiatives; tariff exposure estimated ~$40 million annualized with ~$17 million expected to affect 2025 results; direct sourcing from China <1% of material spend; Tier 2 China exposure ~5% . She described mix stabilization and Q4 growth initiatives in windows with targeted builder actions and stock build programs .
- Q3 2025 snapshot: net revenues $809.5 million (-13.4% yoy); adjusted EBITDA $44.4 million (5.5% margin), reflecting volume/mix and price/cost headwinds; workforce reductions (~11%) and European strategic review announced .
Equity Vesting Schedules and Insider Selling Pressure
- RSUs: February 6, 2024 grant vests one-third on 2/6/2025, 2/6/2026, 2/6/2027; July 1, 2024 grant vests ratably over three years from grant .
- PSUs: 2024 awards cliff vest on 2/6/2027 subject to ROIC/relative TSR performance; promotion PSUs (7/1/2024) follow 3-year performance vesting .
- Options: 7/1/2024 grant (9,900 options at $12.97) unexercisable at year-end; standard 3-year ratable vest, 10-year term .
Investment Implications
- Strong pay-for-performance emphasis (0% MIP payout, PSU metrics tied to ROIC/relative TSR) aligns CFO incentives with margin recovery and capital efficiency, suggesting limited cash incentive pressure until fundamental metrics improve .
- Upcoming RSU/PSU vesting over 2025–2027 and outstanding unexercisable options represent potential supply overhang; however, ownership guidelines require retention of 50% of net shares until 3x salary compliance, mitigating near-term selling pressure .
- Double-trigger CIC economics and defined severance provide retention stability; clawback and anti-hedging/pledging policies reduce governance risk—constructive for investors focused on alignment in a transformation phase with recent goodwill impairments and restructuring .