James Janik
DOUGLAS DYNAMICSAbout James L. Janik
James L. Janik (age 68) is non‑executive Chairman of the Board at Douglas Dynamics, Inc. and has served as a director since 2004; he was Interim President & CEO from July 2024 to March 2025 and previously President & CEO from 2004 to 2019, with over 30 years at the Company across leadership and commercial roles in snow and ice control equipment . The Board has determined he is not independent due to prior executive service; a Lead Independent Director structure is in place to counterbalance this .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Douglas Dynamics, Inc. | Chairman | 2014–present | Board leadership; strategic oversight |
| Douglas Dynamics, Inc. | Interim President & CEO | Jul 2024–Mar 2025 | Led CEO transition; stabilized leadership |
| Douglas Dynamics, Inc. | Executive Chairman | Jan 2019–Apr 2020; May–Jul 2024 | Oversight during transitions |
| Douglas Dynamics, Inc. | President & CEO | 2004–2019 | Long‑tenured CEO; industry experience |
| Douglas Dynamics Incorporated | President & CEO | 2000–2004 | Led predecessor entity |
| Douglas Dynamics – Western Products | Director of Sales; General Manager; VP Marketing & Sales | 1992–2000 (overlapping roles) | Commercial leadership in core division |
| Sunlite Plastics Inc. | VP Marketing & Sales | ~2 years (pre‑Douglas) | Thermoplastics industry experience |
| John Deere Company | Marketing, sales, production roles | 11 years (pre‑Douglas) | Operational and commercial grounding |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jason Industries L.L.C. | Director | Aug 2020–present | Industrial manufacturing; network breadth |
Board Governance
- Independence and leadership: Janik is not independent as Chairman due to prior executive service; the Board designates a Lead Independent Director (currently Donald W. Sturdivant since 2023) to preside over executive sessions and act as liaison, with authority to call meetings of independent directors .
- Committee memberships: Current standing committees (Audit; Compensation; Nominating & Corporate Governance) comprise independent directors (Akolawala, Sturdivant, Krueger, Dano, Bacus); Janik is not listed on these committees .
- Attendance and engagement: In 2024, the Board met nine times; non‑management directors held nine executive sessions; each director attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting .
- Related‑party controls: Formal policies govern related‑person transactions; none over $120,000 since December 31, 2023; insider‑trading policy and committee interlock disclosures indicate no compensation committee interlocks .
Fixed Compensation
| Element | Amount/Terms | Period/Date |
|---|---|---|
| Board cash retainer for outside directors | $75,000 cash annual retainer | 2024 structure |
| Board equity retainer for outside directors | $110,000 fully vested RSUs; 4,142 RSUs granted to each outside director | Granted at first‑quarter Nominating & Governance Committee meeting 2024 |
| Additional fees | Lead director $25,000; Audit chair $15,000; Compensation chair $12,500; Nominating & Governance chair $10,000; Chairman of the Board $75,000 cash | 2024 structure |
| Janik compensation actually paid (partial year) | Salary $563,218; Stock awards $1,049,970 (includes $101,893 equity retainer); Director cash retainers $93,956 included in salary | FY2024 Summary Compensation |
| Letter Agreement (Interim CEO) | Base salary $750,000; one‑time RSU grant $865,000 | Effective May 16, 2024–Mar 3, 2025 |
Notes: Janik received no additional director fees while serving as an executive officer; his board equity retainer before becoming Interim CEO is included in NEO disclosures .
Performance Compensation
| Component | Metrics/Terms | Value/Outcome | Dates |
|---|---|---|---|
| Annual Incentive Plan (Company program) | Adjusted EBITDA margin (among metrics) | Threshold 12%; Target 14%; Actual 14.2% (0.2% adjustment to exclude sale‑leaseback) | 2024 performance year |
| PSUs (Company program) | EPS and RONA (equal weight), with ±25% TSR modifier over 2024–2026 | Vests after 2026 based on three annual performance periods | Grants made Mar 11, 2024 |
| Janik Non‑Equity Incentive | None paid in 2024 during Interim CEO service | $0 | FY2024 Summary Compensation |
| Janik special RSU grant | 37,370 time‑vesting RSUs; vest one year from grant with continued service | Grant date fair value shown as $948,077 in Grants table; Letter Agreement states $865,000 target grant value | Granted May 16, 2024; vests May 16, 2025 |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Notes |
|---|---|---|---|
| Jason Industries L.L.C. | Private | Director | No disclosed interlocks with PLOW customers/suppliers |
Expertise & Qualifications
- Deep operational and commercial expertise in snow and ice control equipment; long‑tenured CEO and chairman with direct knowledge of PLOW’s markets and customer base .
- Prior leadership at Douglas Dynamics Incorporated, Western Products division, Sunlite Plastics, and multifaceted roles at John Deere provide broad manufacturing and sales experience .
Equity Ownership
| Metric | Record Date 2024 | Record Date 2025 |
|---|---|---|
| Shares beneficially owned | 134,884 (includes Janik Revocable Trust) | 170,254 (includes Janik Revocable Trust) |
| Percent of class | <1% | <1% |
- Ownership guidelines: Non‑employee directors are expected to hold 3x the cash portion of the annual retainer; the Company states all executive officers and non‑employee directors either meet the requirement or have time remaining to do so .
- Hedging and pledging: Anti‑hedging policy prohibits executives and directors from hedging or monetization transactions; no pledging disclosed .
Governance Assessment
- Strengths: Clear separation of CEO and Chairman roles since March 3, 2025; robust Lead Independent Director framework and fully independent Audit, Compensation, and Nominating committees; strong attendance and engagement; no related‑party transactions; formal clawback policy aligned with SEC/NYSE .
- Risks and potential red flags: Non‑independent Chairman status is a governance drawback; the one‑time RSU grant and executive retainer for Janik during the 2024–2025 transition concentrate influence and may raise concerns about board independence if extended beyond transition periods; monitor adherence to ownership guidelines at the individual level (company discloses aggregate compliance but not per‑director detail) .
- Shareholder sentiment: 2025 say‑on‑pay received strong support (19,354,476 For; 863,482 Against; 194,297 Abstentions; 1,243,421 broker non‑votes), indicating investor confidence in compensation oversight despite leadership transitions .
RED FLAGS: Non‑independent board chair; ensure continued empowerment of Lead Independent Director and independent committees; scrutinize any future special grants or extended executive‑style compensation to board leadership to avoid pay‑for‑performance dilution .