Janus International Group (JBI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 16, 2025, to be held virtually, with shareholders able to vote online, by phone, or by mail.

• Shareholders will vote on director elections, auditor ratification, executive compensation, and amendments to the certificate of incorporation.

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

• Forward-looking statements caution about risks and uncertainties, including macroeconomic factors and industry-specific challenges.

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 auditor for the year ending January 3, 2026.

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

• Amendments to declassify the board and eliminate supermajority voting requirements for certain actions.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

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

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

• Annual board and committee self-evaluations and ongoing director education.

• Stock ownership guidelines and limits on outside board memberships are in place.

• Board is proposing to phase out the classified structure, moving to annual elections by 2028.