UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

JELD-WEN HOLDING, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March [    ], 2022

DEAR FELLOW STOCKHOLDERS,

First, we would like to thank you for your investment in JELD-WEN Holding, Inc. We are pleased and proud to report that your company is strong and growing. Over the past year, we have made great strides in our financial performance, in improved operations and also in sustainability and governance as we aspire to be known as a great company. Despite the challenges that faced businesses around the world, JELD-WEN had record revenue and core revenue growth, setting the foundation for continued growth in 2022 and beyond. Customer demand is strong in each segment of our business, orders remain healthy and we are executing operational improvement initiatives across our global footprint.

March [    ], 2020

Dear Fellow Stockholders:JELD-WEN HOLDING, INC.

On behalfNotice of the Board of Directors, I invite you to attend the 20202022 Annual Meeting of Stockholders (the “Annual Meeting”) ofJELD-WEN Holding, Inc., on Thursday, May 7, 2020, at 8:00 a.m. (Eastern Time) at our headquarters located at 2645 Silver Crescent Drive, Charlotte, North Carolina 28273.

At the Annual Meeting, you will be asked to: (i) approve amendments to the Company’s Certificate of Incorporation and Bylaws to declassify the Board of Directors, (ii) elect three Class III directors to our Board of Directors, (iii) approve amendments to the Company’s Certificate of Incorporation and Bylaws to eliminate the supermajority voting provisions, (iv) approve amendments to the Company’s Certificate of Incorporation and Bylaws to create a right of stockholders to call a special meeting, (v) approve amendments to the Company’s Certificate of Incorporation and Bylaws to create a right of stockholders to take action by written consent, (vi) approve, on a nonbinding, advisory basis, the compensation of our named executive officers, (vii) ratify the selection of PricewaterhouseCoopers LLP as our independent auditor for 2020 and (viii) transact any other business that may properly come before the Annual Meeting or any adjournment or postponement of the meeting. In addition, management will report on the progress of our business and respond to comments and questions of general interest to our stockholders.

It is important that your shares be represented and voted, regardless of whether you plan to attend the Annual Meeting in person. You may vote on the Internet, by telephone or by completing and mailing a proxy or voting card. Voting by Internet, telephone or mail will ensure your shares are represented at the Annual Meeting. If you attend the meeting in person, you may choose to revoke your proxy and vote in person.

Securities and Exchange Commission rules allow companies to furnish proxy materials to their stockholders on the Internet. We are pleased to take advantage of these rules and believe that they enable us to provide you with the information you need, while making delivery more efficient and more environmentally friendly. In accordance with these rules, on March [ ], 2020, we mailed a Notice of Internet Availability of Proxy Materials to each of our stockholders providing instructions on how to access our proxy materials and the 2019 Annual Report over the Internet. While the Notice of Internet Availability of Proxy Materials cannot itself be used to vote your shares, it provides instructions on how to vote online or by telephone and includes instructions on how to request a printed set of the proxy materials, including the 2019 Annual Report.

On behalf of management and our Board of Directors, we thank you for your continued support and interest inJELD-WEN Holding, Inc.

Sincerely,

Matthew D. Ross

Chairman of the Board of Directors

2020

2022 PROXY STATEMENT SUMMARY

This summary highlights information aboutJELD-WEN Holding, Inc. and the upcoming 20202022 Annual Meeting of Stockholders (the “Annual Meeting”). This summary does not contain all the information you should consider, and you should read the entire Proxy Statement carefully before voting. Unless the context otherwise requires, all references in this Proxy Statement to“JELD-WEN,” “Company,” “we,” “us” and “our” refer toJELD-WEN Holding, Inc. and its subsidiaries.

Our mailing address and principal executive office is 2645 Silver Crescent Drive, Charlotte, North Carolina 28273. Our website is located atinvestors.jeld-wen.com. The information contained on, or that can be accessed through, our website is not a part of this Proxy Statement.

How to Vote Your Shares

If you were a stockholder of record as of March 9, 2020,1, 2022, you may cast your vote in one of the following ways:

If you hold your shares in “street name,” you should follow the instructions provided by your bank or broker.

You can help us make a difference by eliminating paper proxy mailings. With your consent, we will provide all future proxy materials electronically. Instructions for consenting to electronic delivery can be found on your proxy card or at www.proxyvote.com. Your consent to receive proxy materials electronically will remain in effect until canceled.

Our Board of Directors (the “Board”) is committed to maintaining the highest standards of integrity and ethics and to the continuous improvement of our corporate governance principles and practices. The following are some highlights of our governance framework:

practices.

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We are asking our stockholders to approve amendments to our Certificate of Incorporation and Bylaws to declassify our Board. If approved by stockholders, each Class III Director nominee standing for election as described under Proposal Two would serve aone-year term upon his or her election at the Annual Meeting. The declassification of the Board would then be phased in over a period of two years—Class I and Class III directors would be up for election at the 2021 Annual Meeting of Stockholders, and all directors would be up for election at the 2022 Annual Meeting of Stockholders. The Declassification Amendment would not alter the existing terms of the Class I and Class II directors, whose terms expire at the annual meetings in 2021 and 2022, respectively.

The Board recommends that you voteFORthe declassification of the Board.BOARD SKILLS AND EXPERIENCE

We are asking our stockholders to elect the following Class III Director nominees:

		CEOs and CFOs
		Public Company Board Experience
		Financial Experience
		Business Development / M&A
		Building Products Industry Experience

We are asking our stockholders to approve, on a nonbinding, advisory basis, the compensation of our named executive officers (“NEOs”) as described in the “Compensation of Executive Officers” section of this Proxy Statement beginning on page 20.21.

Executive Compensation PracticesEXECUTIVE COMPENSATION PRACTICES

During 2019,2021, our Compensation Committee reviewed our compensation programs and practices to ensure alignment with our compensation philosophy.

2019 Executive Compensation Highlights2021 EXECUTIVE COMPENSATION HIGHLIGHTS

Our compensation program is premised on apay-for-performance philosophy and places a significant percentage of NEO compensation at risk. In 2019,2021, we compensated our NEOs as follows:

The Board recommends that you vote FOR our “say-on-pay” proposal.

We are asking our stockholders to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent auditor for 2020.2022. Information on professional services performed and fees billed by PwC are presented beginning on page 3942 of this Proxy Statement.

The Board recommends that you vote FOR the ratification of PwC as our independent auditors for 2022.

We are asking stockholders to approve the proposed amendment to our Amended and Restated Certificate of Incorporation (our “Charter”). The amendment relates to the waiver of corporate opportunities that may be available to our former sponsor, Onex Corporation and its affiliates (“Onex”), and is no longer applicable.

The Board recommends that you vote FOR the amendment to our Charter.

We are asking stockholders to approve the proposed amendment to our 2017 Omnibus Equity Plan (the “Omnibus Equity Plan”) to increase the number of shares available for issuance by 2,400,000 shares.

The Board recommends that you vote FOR the amendment to our Omnibus Equity Plan.

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 7, 2020APRIL 28, 2022

1. CORPORATE GOVERNANCE ATJELD-WEN

Corporate Governance

We believe that good corporate governance helps to ensure that the Company is managed for the long-term benefit of our stockholders. We regularly review and consider our corporate governance policies and practices, taking into account the Securities and Exchange Commission’s (the “SEC”) corporate governance rules and regulations, the corporate governance standards of the New York Stock Exchange (the “NYSE”) and stockholder feedback.

We have adopted theJELD-WEN Holding, Inc. Board Guidelines on Corporate Governance Matters (the “Corporate Governance Guidelines”), which provide a framework for the governance of the Company as a whole and describe the principles and practices that the Board follows in carrying out its responsibilities. Our Corporate Governance Guidelines address, among other things:

Our Corporate Governance Guidelines further require that the Board, acting through the Governance and Nominating Committee (as described below), conduct a self-evaluation at least annually to determine whether it and its committees are functioning effectively. In addition, our Corporate Governance Guidelines require that each committee conduct an annual self-evaluation to assess its compliance with the requirements of its charter and the Corporate Governance Guidelines, as well as ways in which committee processes and effectiveness may be enhanced.

Our Corporate Governance Guidelines are posted in the Governance section of our website atinvestors.jeld-wen.com. Our Governance and Nominating Committee reviews the Corporate Governance Guidelines at least annually to ensure that they effectively promote the best interests of both the Company and our stockholders and that they comply with all applicable laws, regulations and the corporate governance standards of the NYSE.

Environmental, Social and Governance (“ESG”) Vision

We believe a great company is one that associates want to work for, customers want to buy from and investors want to invest in. Great companies are also driven by core values. As we strive to be recognized as a great company, we act with integrity, invest in people, inspire through innovation, deliver on our promises and improve every day. At JELD-WEN, it is our responsibility to be environmental stewards and provide sustainable and innovative solutions that benefit our customers, our communities and the planet. We communicate these values to associates worldwide and our values are integral to sustainable company performance and impact. Our ongoing commitment to sustainability is found throughout our company – from the efficient use of recycled materials to building long-lasting, energy-saving products, from lean manufacturing to operating close to markets to minimize fuel consumption and greenhouse gas emissions. We will deliver on our commitments while providing our associates a safe, diverse and inclusive place to work. To learn more about ESG ambitions and practices, see our 2021 ESG Report available at https://www.jeld-wen.com/en-us/esg-2021.

ESG Governance

Board of Directors The Board of Directors has oversight responsibility for ESG matters and is committed to the Company’s ESG vision, which benefits the Company’s stakeholders.
Governance and Nominating Committee The Governance and Nominating Committee provides principal oversight of ESG matters at the board level and enables the Board of Directors to take action when required. Additionally, other Board committees focus on specific components of our ESG initiatives. Our Compensation and Audit Committees are responsible for holding the Company and its executives accountable for its ESG commitments by tying ESG goals to executive compensation.
Our CEO and other Executive Sponsors Executive leadership is responsible for implementing the Company’s ESG vision, with business leaders across our global footprint driving the Company’s ESG efforts.
The ESG Team The ESG team is led by the Company’s Vice President of Social Governance and Sustainability, manages the Company’s ESG initiatives, and reports to our senior executives on the Company’s ESG progress.				The ESG Executive Steering Committee The ESG Executive Steering Committee supports the Company’s ongoing commitment to ESG matters and ensures alignment with the Company’s business strategy. This Committee is comprised of executive leaders across the Company’s business and functions. The Vice President of Social Governance and Sustainability chairs the committee, which meets at least once a quarter.

Stockholder Engagement

We are committed to effective corporate governance that is informed by our stockholders and promotesdesigned to promote the long-term interests of our stockholders. Our stockholder engagement efforts focus on governance, executive compensation, environmental and sustainability disclosuresWe proactively engage with stockholders and other stakeholders throughout the year to learn more about their perspectives on significant issues, of interestincluding company performance and strategy, corporate governance and ESG matters. This engagement helps us better understand stockholder priorities, gives us an opportunity to elaborate upon our stockholders.initiatives and practices, and fosters constructive dialogue. Our senior management team and members of our Investor Relations teaminvestor relations teams maintain regular contact with a broad base of investors including through quarterly earnings calls, investor conferences and roundtables, and individual meetings, to understand their concerns.

Non-employee directors elected or appointed to the Board must retire at the annual meeting following their 72nd birthday and may not stand for reelection upon the completion of ten years of service following the later of the Company’s initial public offering (February 1, 2017) or their first appointment or election as a director. In certain circumstances, the Board may waive these policies and will report the rationale for such waiver in the Company’s proxy materials.

Board Leadership Structure

Strong independent leadership is essential for our Board to effectively perform its primary oversight functions. It is also important for the Board to retain flexibility to determine its leadership structure based on the particular composition of the Board and the needs and opportunities of the Company. This allows the Board to choose the leadership structure that it believes will best serve the interests of the Company and our stockholders at any given time.

The Board believes that a combined Chair and CEO role allows the Company at its current stage to convey its business strategy and core values to stockholders and other stakeholders in a single, consistent voice. The Board also recognizes the need for a strong independent Lead Director with a clearly defined role and set of responsibilities to complement the Chair and CEO. As a result, in October 2021, the Board appointed our CEO, Mr. Michel, as Chair and CEO because of his in-depth knowledge of the Company’s business and strategy and his focused leadership. Simultaneously, the Board appointed Ms. Stefany as independent Lead Director because of her financial, ESG and governance expertise. The Board believes that these appointments result in the optimal Board leadership structure for the Company at this time.

In addition to the duties of all directors, as set forth in the Corporate Governance Guidelines, the specific responsibilities of the independent Lead Director are as follows:

Strategy and Risk Oversight

The Board is responsible for overseeing the Company’s business strategy, strategic planning and enterprise risk management program. As described more fully below,While the Board and its committees oversee strategic planning, Company management is charged with developing and executing business strategy. To monitor performance against the Company’s strategic goals, the Board receives regular updates and actively engages in dialogue with our Company’s senior leaders. With respect to risk oversight, the Board fulfills thisits responsibility both directly and through its standing committees, each of which assists the Board in overseeing a part of the Company’s overall risk management. Company management is charged with managing risk, through robust internal processes and effective internal controls. At least annually, the Board reviews with management the strategic risks and opportunities facing the Company. Other important categories of risk as described below are assigned to designated Board committees, which report their activities to the full Board.

The standing committees oversee the following risks:

The Audit Committee meets at least quarterly with our Chief Financial Officer, head of Internal Audit, General Counsel and our independent auditor to receive regular updates regarding management’s assessment of risk exposures, including liquidity, credit and operational risks such as data privacy and cybersecurity, and the processes in place to monitor such risks and review results of operations, financial reporting and assessments of internal controls over financial reporting.

The Compensation Committee meets at least quarterly to consider management’s assessment of employeeassociate and compensation risks, monitor incentive and equity-based compensation plans and, at least annually, review the Company’s compensation programs to ensure they are appropriately aligned with the Company’s strategic direction and avoid incentivizing unnecessary or excessive risk taking.

The Governance and Nominating Committee meets quarterly to oversee risks related to overall corporate governance, including boardBoard and committee composition and succession planning, director candidates and independence matters.matters, and other matters of interest to stockholders and other stakeholders, including ESG issues.

Our Board believes that the division of risk management responsibilities described above is an effective approach for addressing the risks facing the Company and that our Board leadership structure supports this approach.

Meetings of the Board and Its Committees

During the fiscal year ended December 31, 2019,2021, the Board held sixten meetings. All of the directors who served during the fiscal year ended December 31, 20192021 attended at least 75% of the aggregate of the total meetings of the Board and eachtotal meetings of the Board committees on which such director served during their respective tenures. Directors are expected to make best efforts to attend all Board meetings, all meetings of the committee or committees of the Board of which they are a member and the annual meeting of stockholders. Attendance by telephone or videoconference is deemed attendance at a meeting. All of our directors attended the annual meeting of stockholders held in 2019.2021.

Pursuant to our Corporate Governance Guidelines, our Board plans to hold at least four meetings each year, with additional meetings to occur (or action to be taken by unanimous consent, either in writing or by electronic transmission) at the discretion of the Board.

Executive Sessions ofNon-Management Independent Directors

Pursuant to our Corporate Governance Guidelines, in order to ensure free and open discussion and communication among thenon-management independent directors of the Board, thenon-management independent directors meet in executive session at all Board meetings with no members of senior management present. Our Chairmanindependent Lead Director presides at these executive sessions. In addition,Further, our independent directors meet in executive session at most of our Board meetings. The chairLead Director may call additional meetings of the Governance and Nominating Committee typically presides at those executive sessions.

Committees of the Board

The Board has an Audit Committee, a Compensation Committee and a Governance and Nominating Committee, as described below. Each of these committees currently consists entirely of independent directors. Each of the Audit Committee, Compensation Committee and Governance and Nominating Committee operates under a written charter approved by the Board, copies of which are available in the Governance section of our website atinvestors.jeld-wen.com.

The following table shows the membership of each committee of our Board as of December 31, 2019,2021, and the number of meetings held by each committee during the fiscal year ended December 31, 2019.2021.

Audit CommitteeAUDIT COMMITTEE

The current members of the Audit Committee are Greg G. MaxwellTracey I. Joubert (Chair), Martha S. ByorumWilliam F. Banholzer and Steven E. Wynne. The Board has determined that (i) Mr. Maxwell qualifiesMs. Joubert and Messrs. Nord, Taten and Wynne each qualify as ouran “audit committee financial expert” within the meaning of regulations adopted by the SEC and (ii) all members of the Audit Committee are financially literate and independent within the meaning of the NYSE listing standards and Rule10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Audit Committee oversees the Company’s accounting and financial reporting processes, internal controls and internal audit functions. The Audit Committee is responsible for the appointment of the Company’s independent auditor and reviews at least annually their qualifications and performance. The Audit Committee also reviews the scope of audit andnon-audit assignments and related fees. The Audit Committee, on behalf of the Board, is responsible for overseeing the Company’s major financial risk exposures, including data protection, cybersecurity, business continuity and operational risks, and the steps management has taken to identify, assess, monitor, control, remediate and report such exposures. The Audit Committee reviews with the Company’s General Counsel and Chief Compliance Officer legal matters that could have a significant impact on the Company’s financial statements, as well as compliance with the Company’s Code of Business Conduct and Ethics.Conduct. See the “Risk“Strategy and Risk Oversight” section for more details on the roles of the Board and standing committees in the Company’s risk management process.

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COMPENSATION COMMITTEE

The current members of the Compensation Committee are Bruce M. Taten (Chair), William F. Banholzer, David G. Nord and Suzanne L. Stefany. All members of the Compensation Committee are independent within the meaning of the NYSE listing standards.

The principal responsibilities of the Compensation Committee are to review and approve matters involving executive and director compensation, recommend changes in employee benefit programs, authorize equity and other incentive arrangements and authorize the Company to enter into employment and other employee-related agreements.

The charter of the Compensation Committee permits the committee to delegate, in its discretion, its duties and responsibilities to a subcommittee of the Compensation Committee as it deems appropriate and to the extent permitted by applicable law.

Governance and Nominating CommitteeGOVERNANCE AND NOMINATING COMMITTEE

The current members of the Governance and Nominating Committee are Suzanne L. Stefany (Chair), Greg G. MaxwellCynthia Marshall and Bruce M. Taten. All members of the Governance and Nominating Committee are independent within the meaning of the NYSE listing standards.

The Governance and Nominating Committee assists our Board in identifying qualified individuals with sufficiently diverse and independent backgrounds, including with respect to age, gender, race and specialized experience, to serve on our Board. The Governance and Nominating Committee makes recommendations to the Board concerning committee appointments, reviews related-party transactions, and oversees the annual evaluation of the Board and the committees of the Board. The Governance and Nominating Committee assists the Board in overseeing enterprise risk by identifying, evaluating and monitoring sustainability and environmentalESG trends, issues and risks.

The charter of the Governance and Nominating Committee permits the committee to, in its sole discretion, delegate its duties and responsibilities to one or more subcommittees as it deems appropriate.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or Compensation Committee. No interlocking relationship exists between any member of our Compensation Committee and any executive, member of the board of directors or member of the compensation committee (or other committee performing equivalent functions) of any other company.

No Hedging and No Pledging Policy

The Company’s Securities Trading and Disclosure Policy prohibits all directors, and executive officers ofand associates designated under the Companypolicy from engaging in short-term or speculative transactions involving Company securities, including the purchase or sale of financial instruments (including options, puts, calls, straddles, equity swaps or other derivative securities that are directly linked to Company stock) or other transactions (such as short sales) that are designed to, or that have the effect of, hedging or offsetting any decrease in the market value of Company stock.

Likewise, the policy prohibits pledging of Company stock as collateral by directors and executive officers. The policy also allows the Board to waive the policy under exceptional circumstances. No director or executive officer has pledged Company stock or sought a waiver of the policy since the adoption of the policy in connection with the Company’s initial public offering (“IPO”) in 2017. At the time of the IPO, one director (Mr. Wendt) had an outstanding pledge of 220,000 shares (approximately 6% of his beneficial holdings at the time) securing a loan that had been in effect for several years. Because the pledge was entered prior to the adoption of the policy and to

Director and Executive Officer Share Ownership Guidelines

Our directors, executive officers and certain other senior executives are required to maintain a minimum equity stake in the Company. This policy reflects the Board’s belief that our directors and most senior executives should maintain a significant personal financial stake inJELD-WEN to promote long-term stockholder value. In addition, the policy helps align executive and stockholder interests, which reduces the incentive for excessive short-term risk taking. Each of our NEOs and certain other executive officers are required to acquire and maintain ownership of shares of our common stock equal to a specified multiple of his or hertheir base salary, which ranges from one to five times base salary, as shown in the table below.

In addition, our directors must obtain common stock or restricted stock units (“RSUs”) with a value equivalent to fourfive times the annual cash retainer within five years of the later of the IPO or joining the Board. Each director and executive officer subject to a share ownership requirement must retain 50% of all net shares(post-tax) that vest until achieving his or hertheir minimum share ownership requirement.

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2.

Board of Directors

Role of the Board of Directors

The Board oversees the management of the Company’s business and affairs. Stockholders elect the members of the Board to act on their behalf and to oversee their interests. Unless reserved to the stockholders under applicable law or our Bylaws, all corporate authority resides in the Board as the representative of the stockholders.

The Board selects and appoints executive officers to manage theday-to-day operations of the Company, while retaining ultimate oversight responsibilities. Together, the Board and management share an ongoing commitment to the highest standards of corporate governance and ethics. The Board reviews all aspects of our governance policies and practices, including our Corporate Governance Guidelines and the Company’s Code of Business Conduct, at least annually and makes changes as necessary. The Corporate Governance Guidelines and the Code of Business Conduct, along with all committee charters, are available in the Governance section of the Company’s website atinvestors.jeld-wen.com.

Director Selection Process and Qualifications

SKILLS, QUALIFICATIONS AND DIVERSITY

The Governance and Nominating Committee is responsible for identifying and reviewing the qualifications of potential director nominees and recommending to the Board those candidates to be nominated for election to the Board. The Governance and Nominating Committee does not apply any specific minimum qualifications when considering director nominees. Instead, the Governance and Nominating Committee considers all factors it deems appropriate, which may include, among others:

The Governance and Nominating Committee monitors the mix of specific experience, qualifications and skills of the directors in order to assureensure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. In addition, meaningful skills and experiences are just one aspect of diversity that the Board highly values. Our Corporate Governance Guidelines set forth the minimum qualifications for Board members and specify that the Board consider a diversity of viewpoints, backgrounds and experience, including a consideration of gender, race and age. Although the CompanyBoard does not have a formal policyestablish specific goals with respect to diversity, asthe Board’s overall diversity is a matter of practice,significant consideration in the director nomination process. The Governance and Nominating Committee considers diversity in the context of the Board as a whole and takes into account considerations relating to ethnicity, gender, cultural diversity and the range of perspectives that the directors bring to their work. Stockholders may also nominate directors for election at the Company’s annual stockholders meeting by following the provisions set forth in our Bylaws, whose qualifications the Governance and Nominating Committee will consider and evaluate on a basis substantially similar to the basis on which it considers other nominees.

In connection with our proposed corporate governance enhancements as further described under “Proposals to be Voted on

P R O P O S A L   1 :

ELECTION OF EIGHT DIRECTORS

The Board has nominated eight director nominees for election at the Annual Meeting,”Meeting. The Governance and Nominating Committee evaluated and recommended the Company entered into a Letter Agreementdirector nominees in accordance with Onex Partners Management LP (“Onex Partners”) on February 19, 2020. Under the Letter Agreement, Onex Partners has agreed to vote all shares ofits Charter and our common stock beneficially owned by any of the Onex Entities (as defined in the Letter Agreement) in favor of our proposed corporate governance enhancements at the Annual Meeting and, if necessary, at the Company’s 2021 Annual Meeting of Stockholders. In exchange, the Company will nominate for election to the Board at any annual or special meeting at which the election of directors is an item of business (i) two qualified persons designated by Onex Partners for so long as the Onex Entities beneficially own and have a pecuniary interest in at least twenty percent (20%) of our common stock or (ii) one qualified person designated by Onex Partners forCorporate Governance Guidelines.

2020 Proxy Summary BOARD SKILLS AND EXPERIENCE

|

Current or Former CEO

7

•

•

•

•

•

Current or Former CFO

•

•

Public Company Board Experience

•

•

•

•

•

Business Development / M&A

•

•

•

•

•

•

•

Financial Experience

•

•

•

•

•

•

•

•

Global Experience

•

•

•

•

•

•

•

•

Building Products Industry

•

•

•

ESG

•

•

•

•

IT / Cybersecurity

•

Human Capital Management / DE&I

•

•

Regulatory / Government Relations

•

•

•

so long

Each director nominee must be elected by a plurality of the votes cast.

Based on the recommendation of the Governance and Nominating Committee, the Board has nominated the director nominees listed below for election as directors of the Onex Entities beneficially own and haveCompany to serve a pecuniary interest in less than twenty percent (20%) but greater than twelve and a half percent (12.5%)one-year term. All of our common stock. Onex Partners and its affiliates owned approximately 32.6% of our outstanding shares of Common Stock as of December 31, 2019. Two of our currentthe director nominees currently serve on the Board.

Members of the Board of Directors

The following table sets forth, as of March [    ], 2020,1, 2022, information about the namebusiness experience and agequalifications of each directornominee of the Company:Company.

Name		Age		Position
William F. Banholzer		63    GARY S.		DirectorMICHEL
DIRECTOR SINCE 2018 AGE 59
Martha S. Byorum			71    TRACEY I.		Director
Greg G. Maxwell		63		Director
Gary S. Michel		57		Director and Chief Executive Officer
Anthony Munk		59		Director
Matthew D. Ross		43		Chairman of the Board
Suzanne L. Stefany		56		Director
Bruce M. Taten		64		Director
Roderick C. Wendt		65		Vice Chairman and Director
Steven E. Wynne		68		Director

Set forth below is a brief account of the business experience and qualifications of each of our directors.JOUBERT

DIRECTOR SINCE

2021

AGE

55

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