Janus International Group (JBI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 15, 2026, to be held virtually, with voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of April 22, 2026, are eligible to vote; each share has one vote per proposal.

• Company completed the acquisition of Kiwi II Construction in early 2026, expanding its offerings.

• 2025 revenue was $884.2M, net income $53.8M, and Adjusted EBITDA $168.2M, reflecting a decline from 2024 due to macroeconomic headwinds.

• Free cash flow for 2025 was $114.0M, with significant share repurchases and credit rating upgrade.

Voting matters and shareholder proposals

• Election of three Class II directors (Paul Vasington, Jeannine Lane, Eileen M. Youds) for two-year terms.

• Ratification of KPMG LLP as independent auditor for fiscal 2026.

• Advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine directors, eight of whom are independent; Chair and CEO roles are separated.

• Board is declassifying by 2028; currently operates with staggered terms.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Innovation and Technology.

• Annual board and committee self-evaluations; limits on outside board memberships.

• Stock ownership guidelines for directors and executives; robust insider trading and anti-hedging policies.