JELD-WEN HOLDING, INC. : Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits (form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2022, JELD-WEN Holding, Inc. (the “Company”) issued a press
release announcing the appointment of William J. Christensen as Chief Executive
Officer of the Company, effective immediately. Mr. Christensen was also
appointed to the Company’s Board of Directors as a director at the same time.

Mr. Christensen, age 49, has served as Executive Vice President and President of
JELD-WEN Europe since April 2022. Before joining JELD-WEN, Mr. Christensen was
Chief Executive Officer and Group Executive Board Chair of REHAU AG, a
Swiss-based global manufacturer, from 2018 to 2021. Prior to his appointment as
Chief Executive Officer in 2018, Mr. Christensen served as its Chief Marketing
Officer. Prior to joining REHAU AG, Christensen was chief executive officer of
AFG Holding, a Swiss-based global building products manufacturer from 2014 to
2015. In addition, he spent ten years at Geberit International AG, a global
plumbing manufacturer, in several executive roles including group executive
board member and head of international sales, as well as president and chief
executive officer of The Chicago Faucets Company. He also served in various
finance and business development roles at J.P. Morgan Securities and Rieter
Automotive Systems.

Mr. Christensen holds a bachelor’s degree in economics from Rollins College and
an MBA from the University of Chicago’s Booth School of Business. He is on the
board of directors at VELUX A/S, a Danish manufacturing company.

The Company intends to enter into an employment agreement with Mr. Christensen containing typical non-competition, severance and termination provisions and his
compensation will include the following:

•a base salary of $925,000 per year;
•participation in the Company's management incentive plan with an annual target
incentive award of 120% of his base salary, on the same terms and conditions as
other Company senior executives participating in such plan;
•participation in the employee retirement, savings and welfare benefit plans and
programs on terms no less favorable than those applicable to the Company's other
senior executive officers;
•a one-time interim award of restricted stock units pursuant to the Company's
2017 Omnibus Equity Plan, as amended (the "Plan"), with a fair market value of
$425,000 based on the closing price of the Company's common stock on December
15, 2022, which will be scheduled to vest ratably over three years;
•a one-time interim award of stock options pursuant to the Plan with a
Black-Scholes value of $425,000 based on the closing price of the Company's
common stock on December 15, 2022 and an exercise price equal to such closing
price, which will be scheduled to vest ratably over three years and expire on
the tenth anniversary of the grant date;
•a 2023 annual award of restricted stock units pursuant to the Plan, with a fair
market value of $850,000 based on the closing price of the Company's common
stock on December 15, 2022, which will be granted on December 15, 2022 and
scheduled to vest ratably over three years;
•a 2023 annual award of stock options pursuant to the Plan with a Black-Scholes
value of $850,000 based on the closing price of the Company's common stock on
December 15, 2022 and an exercise price equal to such closing price, which will
be granted on December 15, 2022 and scheduled to vest ratably over three years
and expire on the tenth anniversary of the grant date;
•a 2023 annual award of performance stock units ("PSUs") pursuant to the Plan
with a fair market value of $1,700,000 based on the closing price of the
Company's common stock on the grant date, which will be issued in February 2023
and will be scheduled to vest on the third anniversary of the grant date and
subject to performance criteria as set by the Board and as awarded to the
Company's other senior executives in 2023; and
•an annual target equity award under the Plan of 368% of base salary beginning
in 2024.

In connection with Mr. Christensen’s appointment to Chief Executive Officer, Mr. Kevin Lilly was appointed Executive Vice President, Global Transformation. Mr.
Lilly, age 62, served as the Company’s Interim Chief Executive Officer since
August 5, 2022 until Mr. Christensen’s appointment. Mr. Lilly joined the Company
as Senior Vice President and Chief Information Officer in February 2019 and was
promoted to Executive Vice President and Chief Information Officer in July 2022.
Prior to joining the Company, he served as Vice President of IT at Trane
Technologies (formerly Ingersoll Rand) from 2011 until 2019. Mr. Lilly received
his bachelor’s degree in business administration from Houghton College and
attended the executive graduate program at the Thunderbird School of Global
Management.

In connection with Mr. Lilly’s appointment, the Compensation Committee of the
Board of Directors of the Company approved an annualized base salary of
$575,000, an annual bonus target under Company’s management incentive plan of
80% of base salary and an annual target equity award under the Plan of 160% of
base salary.

There is no arrangement or understanding between each of Messrs. Christensen and
Lilly and any of the Company’s directors or executive officers, or persons
nominated or chosen to become a director or an executive officer. There is no
arrangement or understanding between Mr. Christensen and any other person
pursuant to which he was selected as the Company’s Chief Executive Officer, and
there is no arrangement or understanding between Mr. Lilly and any other person
pursuant to which he was selected as the Company’s Executive Vice President,
Global Transformation. Neither has any direct or indirect material interest in
any transaction or proposed transaction required to be disclosed at this time
under Item 404(a) of Regulation S-K.

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Item 8.01. Other Events.

On December 15, 2022, the Company issued a press release relating to the matters
described under Item 5.02. The press release is incorporated herein by reference
to Exhibit 99.1 filed herewith.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.                                           Description

         99.1            Press Release issued by JELD-WEN Holding, Inc. dated December 15, 2022
         104           Cover Page Interactive Data file (formatted as Inline XBRL).

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