Janus International Group (JBI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 16, 2025, and will be held virtually, allowing shareholders to vote and ask questions online using a unique control number.

• Shareholders as of April 23, 2025, are entitled to vote on key proposals, including director elections, auditor ratification, executive compensation, and amendments to the certificate of incorporation.

• The company is a global manufacturer and provider of self-storage, commercial, and industrial building solutions, with a focus on automation, access control, and facility renovation.

Voting matters and shareholder proposals

• Election of three Class I directors (Ramey Jackson, Xavier Gutierrez, Heather Harding) for terms expiring in 2028.

• Ratification of KPMG LLP as independent registered public accounting firm for the year ending January 3, 2026.

• Advisory vote to approve named executive officer compensation.

• Approval to declassify the board, transitioning to annual director elections by 2028.

• Approval to eliminate supermajority vote requirements for amending the certificate/bylaws, removing directors, and certain business opportunities.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

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

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent.

• Annual board and committee self-evaluations, director skill matrix, and limits on outside board memberships.

• Active recruitment of diverse director candidates and ongoing director education.

• No poison pill in place; robust whistleblower and non-retaliation policies.