Steven Wynne
JELD-WEN HoldingAbout Steven E. Wynne
Independent director of JELD-WEN Holding, Inc.; age 72; director since 2012. Current committee assignments: Audit Committee and Governance & Nominating Committee; designated by the Board as an audit committee financial expert. Education: B.A. and J.D., Willamette University. Professional background spans CEO roles (Adidas America; Sports Brands International), legal, finance, and operations leadership, including FLIR Systems acting General Counsel and JELD-WEN SVP & Chief Marketing Officer.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adidas America, Inc. | President & CEO | 1995–2000 | Led growth of U.S. sales from ~$400M to $1.7B; expanded market penetration and major marketing campaigns |
| eteamz.com | Chairman & CEO | 2000–2001 | Drove transformation and sale to Active.com |
| FLIR Systems, Inc. | Acting SVP & General Counsel | 2002–2003 | Legal leadership; later audit committee service as external director |
| Sports Brands International Ltd. (Fila) | President & CEO | 2004–2007 | Oversaw sale of Fila USA and global operations |
| JELD-WEN, Inc. | SVP & Chief Marketing Officer | 2011–2012 | Brand and commercial leadership at parent company |
| Health Services Group (now Moda Health) | SVP; EVP | 2010–2011; 2012–2023 | Supported acquisition (Platinum Health Services) enhancing operations |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| FLIR Systems, Inc. | Director | 1999–2021 | Audit committee service during tenure; broader governance experience |
| Planar Systems (prior) | Director | Not dated | Prior audit committee service referenced in JELD-WEN proxy bio |
Board Governance
- Independence: Board affirmatively determined Steven E. Wynne is independent under NYSE rules and Exchange Act Rule 10A-3(b)(1).
- Committees: Audit; Governance & Nominating. Audit Committee members include Tracey Joubert (Chair), Antonella Franzen, Catherine Halligan, and Steven Wynne; Wynne designated an “audit committee financial expert.” Governance & Nominating members: Bruce Taten (Chair), Michael Hilton, Cynthia Marshall, Steven Wynne.
- Meetings and attendance: Board held 11 meetings in 2024; all directors serving during 2024 attended at least 75% of Board and applicable committee meetings. Audit Committee met 8 times; Compensation Committee 6; Governance & Nominating 4.
- Executive sessions: Independent directors meet in executive session at all Board and committee meetings; Chair presides.
- ESG oversight: Governance & Nominating has primary ESG oversight; Audit oversees financial, cybersecurity, compliance risks.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer for 2024 |
| Committee chair fees | $0 | Not a chair; chair fees are $25,000 (Audit), $18,000 (Comp), $15,000 (Gov & Nom) |
| Meeting fees | None | No Board/committee meeting fees |
| 2024 cash paid | $100,000 | 2024 fees earned or paid in cash |
Performance Compensation
- Directors do not receive performance-based bonuses; equity is granted as time-vesting RSUs under the Omnibus Equity Plan.
- Annual equity retainer: $150,000 in RSUs, vesting one year from grant, subject to continued service. On April 25, 2024, Wynne received 7,153 RSUs as part of the standard annual director grant.
| Grant Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| RSU (annual director grant) | Apr 25, 2024 | 7,153 RSUs; $150,000 grant date fair value | One year from grant | Standard annual director equity retainer |
| 2024 stock awards recognized | 2024 | $150,000 | NA | As reported in director compensation table |
Other Directorships & Interlocks
| Company | Relationship | Interlock/Conflict Notes |
|---|---|---|
| FLIR Systems, Inc. | Former director (1999–2021) | No current disclosed related-party transactions with JELD-WEN in 2024 |
| Planar Systems | Prior audit committee service | No disclosed current ties to JELD-WEN; context only |
Expertise & Qualifications
- Audit committee financial expert; financially literate per NYSE standards; extensive audit, finance, and governance experience across public boards.
- CEO experience and strategic M&A execution; led complex divestitures (Fila) and transformations (eteamz.com; Adidas U.S. scale-up).
- IT/cybersecurity and compliance exposure through roles and committee service; legal training and general counsel experience.
Equity Ownership
| Category | Detail | Alignment/Notes |
|---|---|---|
| Beneficial ownership (as of Feb 24, 2025) | 84,870 shares | Includes 18,000 shares in an investment retirement account and 7,153 RSUs vesting within 60 days |
| Ownership guidelines | 5x annual cash retainer; compliance within 5 years of IPO or joining Board | As of Dec 31, 2024, all non-employee directors were in compliance or on track |
| Hedging/pledging | Prohibited for directors and officers; no hedging or pledging by directors/officers since IPO; grandfathered pledge applies only to a different director (Wendt) | Strong alignment policy; no waiver ability since 2021 update |
Insider Trades
| Date | Transaction | Shares | Price/Notes | Source |
|---|---|---|---|---|
| Feb 27, 2025 | Open-market purchase | 10,000 | Reported on Form 4; Director relationship confirmed | https://www.sec.gov/Archives/edgar/data/1674335/000167433525000059/xslF345X03/wk-form4_1740779204.xml |
| Feb 27, 2025 | Filing index | NA | SEC EDGAR index entry linking to Form 4 components | https://www.sec.gov/Archives/edgar/data/1674335/000167433525000059/0001674335-25-000059-index.htm |
| Feb 27, 2025 | Summary (aggregator) | 10,000 | Approximate cost ~$60,100 reported by aggregator | https://www.gurufocus.com/insider/2789/steven-e-wynne |
Note: Use the official SEC filing links above for definitive transaction details; aggregator values are indicative only.
Governance Assessment
- Strengths
- Independence, tenure, and multi-domain expertise (finance, legal, operations) reinforce committee effectiveness; audit committee financial expert designation adds credibility to financial oversight.
- Clear alignment policies (no hedging/pledging; robust stock ownership guidelines) and no 2024 related-party transactions reduce conflict risk.
- Active board cadence and independent executive sessions support oversight and accountability; committees meet regularly with defined risk coverage.
- Recent open-market share purchase by Wynne in 2025 signals alignment with shareholder outcomes.
- Watch items
- Long board tenure (director since 2012) suggests valuable institutional knowledge but warrants ongoing refreshment monitoring against evolving strategy.
- Company-wide MIP paid 0% in 2024 due to underperformance vs. goals (Adjusted EBITDA and OCF); though director pay is not performance-linked, tracking committee responses to performance outcomes remains pertinent.
Director Compensation (2024)
| Metric | Amount | Notes |
|---|---|---|
| Fees earned/paid in cash | $100,000 | Standard retainer for non-employee directors |
| Stock awards (RSUs) | $150,000 | Annual director equity grant; 7,153 RSUs outstanding at YE |
| All other compensation | $0 | No perquisites disclosed for directors |
| Total | $250,000 | Sum of cash and equity |
Other Governance Context
- Say-on-pay approval: 96.63% support in 2024, indicating strong shareholder endorsement of compensation governance framework.
- Board leadership: Independent Chair; roles separated from CEO; independent executive sessions at every meeting.
RED FLAGS
- None specific to Wynne disclosed in 2024: no related-party transactions; no hedging/pledging; no attendance shortfalls reported; no tax gross-ups for directors; no option repricings.
Stock Ownership Guidelines and Compliance
| Policy Element | Directors | Status |
|---|---|---|
| Ownership multiple | 5x annual cash retainer | All non-employee directors in compliance or on track as of Dec 31, 2024 |
| Compliance timing | Within 5 years of IPO or board appointment | Applicable to Wynne; ongoing maintenance required |
Summary Implication for Investors
Wynne’s audit/finance proficiency, prior CEO and legal experience, and committee roles (Audit; Governance & Nominating) support board effectiveness in financial oversight and ESG governance. Strong alignment policies and his 2025 share purchase reduce conflict concerns and signal engagement; continued monitoring of performance-to-pay alignment across the enterprise and board refreshment dynamics remains prudent.