JELD-WEN Holding, Inc.JELD
JELD-WEN Holding, Inc. Stock Compensation Disclosure
Stock Compensation
In connection with our IPO, the Board adopted, and our shareholders approved, the Omnibus Equity Plan. Under the Omnibus Equity Plan, equity awards may be made in respect of 11,900,000 shares of our Common Stock and may be granted in the form of options, restricted stock, RSUs, stock appreciation rights, dividend equivalent rights, share awards, and performance-based awards (including performance share units and performance-based restricted stock).
Share-based compensation expense included in SG&A totaled $15.0 million, $15.5 million, and $17.5 million in the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025, there was $14.8 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements. This cost is expected to be recognized over the remaining weighted-average vesting period of 1.4 years.
Stock Options – Generally, stock option awards vest ratably each year on the anniversary date over a three-year period, have an exercise term of 10 years, and any vested options must be exercised within 90 days of the employee leaving the Company. The compensation cost of option awards is charged to expense based upon the graded-vesting method over the vesting periods applicable to the option awards. The graded-vesting method provides for vesting of portions of the overall awards at interim dates and results in greater expense in earlier years than the straight-line method.
When options are granted, we calculate the fair value of common stock options using multiple Black-Scholes option valuation models. Expected volatilities are based upon a selection of public guideline companies. The risk-free rate was based upon U.S. Treasury rates.
Key assumptions used in the valuation models were as follows:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected volatility | 60.23% - 62.54% | 56.10% - 60.17% | 55.06% - 58.73% | ||||||||||||||
| Expected dividend yield rate | 0.00% | 0.00% | 0.00% | ||||||||||||||
| Weighted average term (in years) | 5.5 - 6.5 | 5.5 - 6.5 | 5.5 - 6.5 | ||||||||||||||
| Weighted average grant date fair value | $5.47 - $5.47 | $7.47 - $10.87 | $7.43 - $7.57 | ||||||||||||||
| Risk free rate | 4.30% - 4.35% | 4.04% - 4.34% | 3.67% - 3.81% | ||||||||||||||
The following table represents stock option activity:
| Shares | Weighted Average Exercise Price Per Share | Aggregate Intrinsic Value (millions) | Weighted Average Remaining Contract Term in Years | ||||||||||||||||||||
| Outstanding as of January 1, 2023 | 1,716,944 | $ | 21.48 | ||||||||||||||||||||
| Granted | 262,809 | 13.28 | |||||||||||||||||||||
| Exercised | (66,170) | 8.58 | |||||||||||||||||||||
| Forfeited | (460,764) | 22.00 | |||||||||||||||||||||
| Balance as of December 31, 2023 | 1,452,819 | $ | 20.42 | ||||||||||||||||||||
| Granted | 375,312 | 18.37 | |||||||||||||||||||||
| Exercised | (220,602) | 13.03 | |||||||||||||||||||||
| Forfeited | (310,863) | 21.00 | |||||||||||||||||||||
| Balance as of December 31, 2024 | 1,296,666 | $ | 20.94 | ||||||||||||||||||||
| Granted | 536,432 | 9.05 | |||||||||||||||||||||
| Forfeited | (542,514) | 25.39 | |||||||||||||||||||||
| Balance as of December 31, 2025 | 1,290,584 | $ | 14.13 | $ | — | 7.5 | |||||||||||||||||
| Exercisable as of December 31, 2025 | 543,898 | $ | 17.73 | $ | — | 5.7 | |||||||||||||||||
RSUs – RSUs are subject to the continued service of the recipient through the vesting date, which is generally from issuance. RSUs granted vest ratably each year on the anniversary date generally over a three-year period rather than at the end of the three-year period. Once vested, the recipient will receive one share of Common Stock for each RSU. The grant-date fair value per share used for RSUs was determined using the closing price of our Common Stock on the NYSE on the date of the grant. We apply this grant-date fair value per share to the total number of shares that we anticipate will fully vest and amortize the fair value to compensation expense over the vesting period using the straight-line method.
The following table represents RSU activity:
| Shares | Weighted Average Grant-Date Fair Value Per Share | ||||||||||
| Outstanding as of January 1, 2023 | 1,997,512 | $ | 21.50 | ||||||||
| Granted | 1,568,729 | 13.37 | |||||||||
| Vested | (1,003,799) | 22.33 | |||||||||
| Forfeited | (337,800) | 18.42 | |||||||||
| Balance as of December 31, 2023 | 2,224,642 | $ | 15.86 | ||||||||
| Granted | 1,043,317 | 18.04 | |||||||||
| Vested | (808,679) | 17.44 | |||||||||
| Forfeited | (669,184) | 16.27 | |||||||||
| Balance as of December 31, 2024 | 1,790,096 | $ | 16.27 | ||||||||
| Granted | 2,440,120 | 7.90 | |||||||||
| Vested | (937,134) | 16.62 | |||||||||
| Forfeited | (619,256) | 11.65 | |||||||||
| Balance as of December 31, 2025 | 2,673,826 | $ | 9.58 | ||||||||
PSUs – PSUs are subject to continued employment of the recipient through the vesting date, which is on the third anniversary of the grant. Once vested, the recipient will receive one share of Common Stock for each vested PSU.
For PSUs issued prior to 2021, the number of PSUs that vest is determined by a payout factor consisting of equally weighted performance measures of Adjusted EBITDA and Free Cash Flow, each as reported over the applicable three-year performance period, and is adjusted based upon a market condition measured by our TSR over the applicable three-year performance period as compared to the TSR of the Russell 3000 index.
For PSUs issued from 2021 to 2024, the number of PSUs that vest is determined by a payout factor consisting of equally weighted pre-set three-year cumulative performance targets on ROIC and TSR. The fair value of the award is estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based on historical volatility, risk-free rates of return, and correlation matrix.
For PSUs issued in 2025, the number of PSUs that vest is determined based on annual performance evaluations of Adjusted ROIC and Net Sales over three independent annual performance periods, with equally weighted performance measures of ROIC and Net Sales. Each metric is measured annually, and the cumulative earned PSUs may be modified, at the sole discretion of the Compensation Committee of the Board of Directors, at the end of the third year, by a three-year TSR-based adjustment at the end of the award period. This adjustment can range from a reduction of up to 10% to an increase of up to 10%, based on the Company’s relative TSR compared to the Russell 3000 index. The fair value of the award is estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based on historical volatility, risk-free rates of return, and correlation matrix.
The following table represents PSU activity for the awarded shares at target performance measures:
| Shares | Weighted Average Grant-Date Fair Value Per Share | ||||||||||
| Outstanding as of January 1, 2023 | 279,816 | $ | 26.61 | ||||||||
| Granted | 307,273 | 28.67 | |||||||||
| Forfeited | (329,293) | 26.98 | |||||||||
| Balance as of December 31, 2023 | 257,796 | $ | 28.59 | ||||||||
| Granted | 433,735 | 22.27 | |||||||||
| Vested | (1,567) | 30.70 | |||||||||
| Forfeited | (154,504) | 25.59 | |||||||||
| Balance as of December 31, 2024 | 535,460 | $ | 24.33 | ||||||||
| Granted | 620,673 | 9.47 | |||||||||
| Forfeited | (125,502) | 15.75 | |||||||||
| Balance as of December 31, 2025 | 1,030,631 | $ | 14.39 | ||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 23, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 20, 2024 | |
| 2022 | Feb 21, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2020 | Feb 23, 2021 | |
| 2019 | Feb 24, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Mar 6, 2018 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.