William Christensen
JELD-WEN HoldingAbout William Christensen
William J. Christensen is CEO and a director of JELD-WEN Holding, Inc. (director since 2022), age 52, with a B.S. in economics from Rollins College and an MBA from the University of Chicago Booth School of Business . During his tenure, the company’s pay-versus-performance disclosure shows TSR values (value of a $100 investment) of $41.22 in 2022, $80.65 in 2023, and $34.99 in 2024; Net Income of $12.22M (2022), $25.24M (2023), and ($187.58)M (2024); and Adjusted EBITDA of $349M (2022), $380M (2023), and $275M (2024) . He led portfolio transformation, including a $446M divestiture of the Australasia business in 2023 and set up a transformation management office to improve profitability .
Board service and dual-role implications: Christensen sits on the board but on no committees; the board has an Independent Chair and holds executive sessions of independent directors at all board and committee meetings, which mitigates CEO-director independence concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JELD-WEN Holding, Inc. | CEO | 2022–present | Led portfolio transformation and presided over $446M Australasia divestiture; established transformation management office to improve profitability . |
| JELD-WEN Holding, Inc. | EVP & President, Europe | 2022 | Supported global transformation and portfolio evolution . |
| REHAU AG | Group Executive Board Chair and CEO, REHAU Industries | 2018–2021 | Turnaround of Industries Division, portfolio simplification, sustainability initiatives; led sale of three non-core businesses . |
| REHAU AG | Chief Marketing Officer | 2016–2018 | Drove profitable growth in the Americas and CRM-driven sales initiatives . |
| AFG Arbonia-Forster-Holding AG | CEO | 2014–2015 | Led corporate restructuring and operations leadership . |
| Geberit International AG | Group Executive Board Member; Head of International Sales; Chicago Faucets North America CEO; Head Strategic Marketing | 2004–2014 | Managed non-European markets; led major financial restructuring of Chicago Faucets North America . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| innofund.vc | President | 2016–2022 | Venture investor focusing on Swiss SaaS and consumer seed-stage startups . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary Paid ($) | $424,253 | $907,212 | $1,005,769 |
| Nominal Base Salary Rate ($) | — | — | $1,025,000 |
| All Other Compensation ($) | $34,828 | $953,073 | $147,647 |
| Total Compensation ($) | $5,009,060 | $5,780,285 | $5,816,136 |
Notes: 2024 “All Other Compensation” includes $75,021 relocation-related perquisites and $58,826 tax gross-ups; 401(k) match $13,800 .
Performance Compensation
Annual Cash Incentive (MIP)
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target Bonus Opportunity (% of Base) | — | — | 120% target; 72% threshold; 240% max |
| Actual Payout ($) | — | $2,220,000 | $0 (below-threshold company performance) |
| Performance Basis | — | — | Board-approved operating plan; company goals and ESG metrics considered in individual evaluation |
Long-Term Incentives (2024 grant structure and metrics)
- CEO equity mix: 50% PSUs, 25% RSUs, 25% stock options (grant-date fair values) .
- PSU metrics: 3-year performance (FY2024–FY2026) with ROIC and TSR vs Russell 3000, each weighted 50%; vesting range 0–150% at 3rd anniversary (Feb 6, 2027) .
| Grant Type | Grant Date | Quantity/Terms | Strike/Value | Vesting/Expiration |
|---|---|---|---|---|
| Nonqualified Stock Options (NSO) | 02/06/2024 | 102,894 options | $18.52 strike; $1,905,597 grant date FV | Vests ratably over 3 years; expires 02/06/2034 . |
| RSUs | 02/06/2024 | 59,503 units | $1,101,996 grant date FV | Vest ratably over 3 years from grant . |
| PSUs (target) | 02/06/2024 | 119,588 target units (threshold 59,794; max 179,382) | $2,458,729 grant date FV | Vest on 02/06/2027 subject to ROIC and relative TSR . |
Option Exercises and Stock Vested (2024)
| Metric | 2024 |
|---|---|
| Options Exercised (shares/$) | — |
| Stock Awards Vested (shares/$) | 75,216 shares; $1,130,207 value |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 02/24/2025) | 330,753 shares; approximately <1% of outstanding . |
| Components of Ownership | Includes 33,664 RSUs vesting within 60 days of record date and 181,845 currently vested options . |
| Outstanding Awards (as of 12/31/2024) | RSUs not vested: 33,664 (04/01/22), 43,833 (12/15/22), 59,503 (02/06/24) . PSUs unearned: 70,132 (02/14/23), 59,794 (02/06/24) . Options exercisable/unexercisable: 147,890/76,187 at $9.89 (12/15/22); 102,894 unexercisable at $18.52 (02/06/24) . |
| Ownership Guidelines (Executives) | CEO must hold 6x base salary (increased from 5x in Feb 2024); retain 50% of net vested shares until guideline met; compliance within 5 years of appointment . |
| Hedging/Pledging Policy | Hedging and pledging prohibited for directors and executive officers; no pledges by execs since IPO; one director pledge grandfathered (not CEO) . |
| Clawback Policy | Company can recover cash/equity incentive compensation for restatements (Rule 10D-1/NYSE) and specified misconduct . |
| Equity Plan Protections | Minimum 1-year vesting, no option/SAR repricing, 10-year max option term; prudent change-in-control definition . |
Employment Terms
| Scenario | Key Economics | Estimated Value (as of 12/31/2024) |
|---|---|---|
| Termination without cause or resignation for good reason (no CIC) | 1x base salary + 1x target bonus; prorated bonus based on full-year actual performance; 12 months COBRA reimbursement; outplacement ≤$10,000; equity treated per award agreements (generally forfeiture of unvested RSUs/PSUs; limited acceleration for certain older options); 90-day post-termination option exercise window . | $2,291,538 . |
| Death or Disability | Salary through termination; prorated bonus for year of termination; certain grants (2020–2023) continue vesting for death/disability; defined retirement criteria for post-2024 grants; option exercise terms extended per plan . | $1,230,000 . |
| Change in Control (double trigger: termination without cause/resign for good reason on/after CIC) | 2x (base salary + average bonus over prior 3 full fiscal years); prorated annual bonus at target; accelerate all time-based equity; PSUs vest at target prorated to termination; 24 months COBRA premiums; outplacement ≤$10,000; paid lump-sum within 10 days if within 2 years post-CIC, otherwise over 12 months . | $7,649,961 . |
| Restrictive Covenants | 2-year post-termination non-compete and non-solicit . |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| CEO: Summary Compensation Table Total ($) | $5,009,060 | $5,780,285 | $5,816,136 |
| CEO: Compensation Actually Paid ($) | $3,946,571 | $10,356,491 | ($1,976,132) |
| TSR ($ value of $100 investment) | $41.22 | $80.65 | $34.99 |
| Peer Group TSR ($ value of $100 investment) | $144.32 | $280.14 | $250.36 |
| Net Income ($M) | $12.22 | $25.24 | ($187.58) |
| Adjusted EBITDA ($M) | $349 | $380 | $275 |
Major initiatives: Christensen oversaw the strategic evolution of JELD-WEN’s portfolio and the $446M sale of the Australasia business in 2023, and set up a transformation office to drive profitability improvements .
Board Governance
- Board committees: None for Christensen; he serves as a director but is not on Audit, Compensation, or Nominating committees .
- Independent governance safeguards: Independent Chair and executive sessions of independent directors at all board and committee meetings; comprehensive stock ownership and anti-hedging/pledging policies; independent Compensation Committee uses external consultants (WTW and Pay Governance) with no conflicts .
Director Compensation
- JELD-WEN discloses non-employee director compensation structure and annual equity retainer, but employee directors typically do not receive separate director pay; detailed director fee tables are in the proxy’s director compensation section (not specific to Christensen) .
Compensation Structure Analysis
- Equity-heavy, performance-centric mix: CEO target LTIP was 50% PSUs, 25% RSUs, 25% options; PSUs tied equally to ROIC and relative TSR to Russell 3000 for FY2024–FY2026, reinforcing pay-for-performance alignment .
- Short-term incentive discipline: 2024 MIP paid zero due to below-threshold company performance, indicating tight calibration to operating plan outcomes and ESG-linked individual evaluations .
- Governance protections: No option/SAR repricing, minimum 1-year vesting, 10-year option term caps; clawback policy covering restatements and misconduct; anti-hedging/anti-pledging for insiders .
Risk Indicators & Red Flags
- 2024 net loss and negative CEO “compensation actually paid” suggest challenging year; TSR lagged peer group materially in 2024, heightening execution risk into the FY2024–FY2026 PSU cycle .
- Tax gross-ups on certain relocation perquisites in 2024 for the CEO, though no excise-tax gross-ups for CIC are disclosed; perquisite-related gross-ups are shareholder-sensitive .
- Insider alignment safeguards: No pledging by executive officers since IPO; robust clawback and ownership requirements mitigate misalignment risk .
Employment Terms
| Provision | Details |
|---|---|
| Contract Term | Indefinite; terminable by either party per agreement . |
| Non-Compete/Non-Solicit | 2 years post-termination . |
| Severance (no CIC) | 1x salary + 1x target bonus; prorated actual bonus; 12 months COBRA; limited equity acceleration for certain older options; outplacement ≤$10,000 . |
| CIC (double-trigger) | 2x (salary + average bonus); target prorated bonus; accelerate time-based equity and prorated target PSUs; 24 months COBRA; outplacement ≤$10,000 . |
| Deferred Compensation | CEO deferred $1,207,019 in 2024; earnings $163,140; balance $1,370,160 at year-end . |
Investment Implications
- Pay-for-performance alignment is credible: zero 2024 MIP payout and PSU metrics anchored on ROIC and relative TSR suggest tight linkage to value creation; the 2024–2026 PSU vest on 02/06/2027, creating medium-term performance pressure and potential vesting-driven supply in 2027 if targets are met .
- Retention risk appears contained: double-trigger CIC protection (2x salary+bonus), 2-year non-compete/non-solicit, and multi-year vesting schedules (RSUs/options over 3 years; PSUs in 2027) support retention, though 2024 performance softness raises execution scrutiny .
- Insider selling pressure watchpoints: 2024 vesting of 75,216 shares and ongoing 3-year RSU/option vesting cadence may add periodic supply; outstanding exercisable options at $9.89 and unexercisable at $18.52 have long-dated expirations to 2032/2034, pacing potential exercises; monitor Form 4s around vest dates and blackout windows for signal .
- Governance mitigants: Independent Chair, anti-hedging/anti-pledging, and clawback policy reduce alignment risks; compensation committee independence and external consultants underscore process rigor, lessening concerns from CEO’s dual director role .