UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
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| Item 1.01. | Entry into a Material Definitive Agreement. |
The disclosure contained in Item 5.02 herein is incorporated by reference into this Item 1.01.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 21, 2023, Janus International Group, Inc. (the “Company”) announced the appointment of David Vanevenhoven as Chief Accounting Officer of the Company, effective as of February 20, 2023 (the “Effective Date”). Mr. Vanevenhoven will serve as the Company’s principal accounting officer effective following the Company’s release of its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and the corresponding release of 2022 fiscal year-end earnings.
Mr. Vanevenhoven, age 39, brings an extensive background in technical accounting, financial reporting, integration of mergers and acquisitions, and back-office process improvement primarily within the manufacturing and industrial sector. Mr. Vanevenhoven joins Janus from Mirion Technologies (NYSE: MIR), where he served as the Global Controller from June 2019 until February 2023, and helped the company through numerous domestic and international transactions, including a successful SPAC transaction to become a publicly traded company. Prior to Mirion, Mr. Vanevenhoven worked for Fleet Farm, a KKR-owned portfolio company, from October 2016 until June 2019, where he navigated the transition from a family-held business to a portfolio company. Mr. Vanevenhoven began his career in public accounting where he became a Senior Manager at KPMG, serving private and public companies in the manufacturing sector. He is also a licensed CPA.
There are no arrangements or understandings between Mr. Vanevenhoven and any other person pursuant to which he was appointed as Chief Accounting Officer and principal accounting officer. There are no family relationships among any of the Company’s directors or executive officers and Mr. Vanevenhoven and there are no transactions between Mr. Vanevenhoven and the Company that would require disclosure under Item 404(a) of Regulation S-K.
On January 20, 2023, the Company entered into an employment offer letter agreement (the “Offer Letter”) with Mr. Vanevenhoven. Pursuant to the Offer Letter, Mr. Vanevenhoven will be eligible to participate in employee benefit plans and programs provided by the Company and entitled to the following compensation: (i) an annualized base salary of $260,000 per year; (ii) a one-time signing bonus of $30,000; (iii) eligibility to participate in a short term incentive program with an annual bonus with a target value of 25% of his annualized base salary; and (iv) eligibility to participate in the Company’s 2021 Omnibus Incentive Plan or such other equity incentive plan of the Company as may be in effect from time to time, under which he will receive a 2023 equity award comprised of restricted stock units with a grant date value of $50,000, subject to review and approval by the Company’s Compensation Committee at its next regularly scheduled meeting. If Mr. Vanevenhoven resigns for any reason within 12 months following the Effective Date, he shall repay the Company his sign-on bonus on a pro-rated basis. Additionally, Mr. Vanevenhoven has entered into the Company’s standard form restrictive covenant agreement.
| Item 7.01. | Regulation FD Disclosure. |
On February 21, 2023, the Company issued a press release with respect to the appointment described in Item 5.02 of this Current Report on Form 8-K. The press release is included in this report as Exhibit 99.1 and is incorporated herein by reference. This information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits.
| Exhibit | Description | |
| 99.1 | Press Release, dated February 21, 2023. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 21, 2023 | ||||||
| JANUS INTERNATIONAL GROUP, INC. | ||||||
| By: | /s/ Anselm Wong | |||||
| Name: | Anselm Wong | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
Janus International Appoints David Vanevenhoven as Chief Accounting Officer
Brings over 15 years of accounting and M&A auditing experience to further enhance Janus’s financial reporting and integration capabilities
TEMPLE, GA, February 21, 2023 – Janus International Group, Inc. (NYSE: JBI) (“Janus” or the “Company”), a leading provider of cutting-edge access control technologies and building product solutions for the self-storage and other commercial and industrial sectors, today announced the appointment of David Vanevenhoven as Chief Accounting Officer, on February 20, 2023. He will report directly to Janus’s CFO, Anselm Wong. Mr. Vanevenhoven brings over 15 years of experience in financial accounting and auditing to oversee Janus’s accounting function, financial reporting, and internal controls.
Mr. Vanevenhoven has a proven history of leading financial and regulatory reporting, auditing, and mergers and acquisitions teams, including financial due diligence and integration of several transactions. Prior to joining the Company, Mr. Vanevenhoven served as Global Controller at Mirion Technologies (NYSE: MIR), where he led the accounting for and integration of eight different acquisitions / divestitures and was highly involved in their successful SPAC merger to become a public company. Prior to his tenure at Mirion Technologies, Mr. Vanevenhoven oversaw financial reporting and accounting processes as Assistant Corporate Controller/Director of Accounting at Fleet Farm. Earlier in his career, Mr. Vanevenhoven held senior auditing positions at KPMG. Mr. Vanevenhoven is a Certified Public Accountant and holds a bachelors degree in Accounting from the University of Wisconsin Eau-Claire.
Mr. Wong commented, “David is a proven leader with an extensive background of overseeing global accounting policies and leading the accounting and integration of several domestic and international acquisitions. His diverse experience in public company accounting and auditing at a wide range of companies and history of leading global accounting operations will make him a great asset to the Janus team. We look forward to David’s contributions to our corporate accounting practices as we continue to build on our sustainable, high-returns business focused on delivering premier solutions, effective technologies, and dependable service to our customers in the self-storage industry.”
Mr. Vanevenhoven stated, “I am excited about the opportunity to continue building out a best-in-class accounting and finance organization to support Janus’s growth initiatives. I look forward to working alongside the talented leadership team to help contribute to Janus’s momentum and achieve their financial objectives.”
Following the Company’s release of its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and the corresponding release of 2022 fiscal year-end earnings, Mr. Vanevenhoven will thereafter act as the Company’s principal accounting officer.
About Janus International Group
Janus International Group, Inc. (www.JanusIntl.com) is a leading global manufacturer and supplier of turn-key self-storage, commercial and industrial building solutions, including roll-up and swing doors, hallway systems, re-locatable storage units and facility and door automation technologies. The Janus team operates out of several U.S. locations and six locations internationally.
Forward Looking Statements
Certain statements in this communication may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this communication are forward-looking statements, including, but not limited to statements regarding Janus’s positioning in the industry to strengthen its pipeline and deliver on its objectives, the anticipated impact of this appointment, and Janus’s belief regarding the demand outlook for Janus’s products and the strength of the industrials markets. When used in this communication, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to the management team, identify forward-looking statements. Such forward-looking statements are based on the current beliefs of Janus’s management, based on currently available information, as to the outcome and timing of future events, and involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements.
In addition to factors previously disclosed in Janus’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (i) risks of the self-storage industry; (ii) the highly competitive nature of the self-storage industry and Janus’s ability to compete therein; and (iii) the risk that the demand outlook for Janus’s products may not be as strong as anticipated.
There can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and Janus is not under any obligation and expressly disclaims any obligation to update, alter, or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Janus and is not intended to form the basis of an investment decision in Janus. All subsequent written and oral forward-looking statements concerning Janus or other matters and attributable to Janus or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above and under the heading “Risk Factors” in Janus’s most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as updated from time to time in amendments and its subsequent filings with the SEC.
Investor Contacts, Janus
John Rohlwing
Vice President, Investor Relations & FP&A, Janus International
Rodny Nacier / Dan Scott, ICR
(770) 562-6399
Media Contacts, Janus
Bethany Salmon
Product Marketing Manager, Janus International
770-746-9576
Source: Janus International Group, Inc.