Business Context and Reporting Period
This Form 8-K filing by JELD-WEN Holding, Inc. is dated June 7, 2018. The report discloses the appointment of a new Chief Executive Officer and the termination of the interim CEO's consulting agreement.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation and personnel changes.
Material Changes
The primary material change is the leadership transition effective June 18, 2018:
- Appointment: Gary S. Michel appointed as President and CEO and Class I Director.
- Departure: Kirk Hachigian's consulting agreement as interim CEO will terminate upon Mr. Michel's start date.
Compensation and Management Commentary
The Board selected Mr. Michel for his extensive background in management, engineering, and global sales, including prior roles at Honeywell International and Ingersoll Rand. His compensation package includes:
- Base Salary: $825,000 per year.
- Target Incentive: 100% of base salary (minimum 50% payment for 2018).
- Sign-on Award: $800,000 (forfeitable if voluntarily leaving or terminated for cause within two years).
- Restricted Stock Units (RSUs): Fair market value of $3,000,000, vesting ratably over three years.
- Stock Options: Black-Scholes value of $2,000,000, vesting ratably over three years, expiring in ten years.
- Performance Stock Units (PSUs): Fair market value of $2,000,000, vesting on the third anniversary subject to performance criteria.
- Benefits: Participation in standard executive retirement and welfare plans, plus limited personal aircraft access.
Investor Verification Checklist
- Verify the exact start date of Gary S. Michel (June 18, 2018) and the concurrent termination of Kirk Hachigian's interim role.
- Confirm the vesting schedules and performance criteria for the $7,000,000 total equity award (RSUs, Options, PSUs).
- Review the specific terms of the employment agreement regarding the $800,000 sign-on award forfeiture conditions.
- Check subsequent filings for the formal employment agreement referenced in the text.