DEF 14A of Gibraltar Industries, Inc.

Filed Apr 1, 2024 · FY20230000912562-24-000021

Open on EDGAR

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| TABLE OF CONTENTS | | | 1 | PROXY SUMMARY | | 6 | PROPOSAL 1 - ELECTION OF DIRECTORS | | 12 | CORPORATE GOVERNANCE | | 21 | CORPORATE SOCIAL RESPONSIBILITY | | 24 | COMPENSATION OF DIRECTORS | | 26 | DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY | | 27 | PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”) | | 29 | COMPENSATION DISCUSSION AND ANALYSIS | | 29 | Executive Summary | | 30 | Say-on-Pay Vote Results and Response | | 31 | Compensation Philosophy and Pay-for-Performance | | 33 | Distinguishing Awarded Compensation from Realized Compensation | | 35 | Design of the Compensation Program | | 37 | Elements of Our Compensation Program | | 43 | Long-Term Incentive Compensation Grant Practices | | 43 | Clawback Policy | | 44 | Executive Stock Ownership Policy | | 44 | Hedging and Pledging Company Securities Policy | | 44 | Tax Considerations | | 45 | COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT | | 46 | COMPENSATION OF EXECUTIVE OFFICERS | | 46 | Summary Compensation Table for 2023, 2022, and 2021 | | 47 | Grants of Plan-Based Awards in 2023 | | 48 | Outstanding Equity Awards at Fiscal Year End 2023 | | 49 | Option Exercises and Stock Vested in 2023 | | 49 | Non-qualified Deferred Compensation | | 50 | Pay Ratio | | 50 | Pay Versus Performance | | 54 | Potential Payments on Termination or Change in Control | | 58 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | 60 | PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | 60 | INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | 61 | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | | 62 | AUDIT AND RISK COMMITTEE REPORT | | 63 | ADDITIONAL INFORMATION | | 64 | EQUITY COMPENSATION PLAN INFORMATION | | 65 | OTHER MATTERS | | 65 | STOCKHOLDERS' PROPOSALS | | 66 | HOUSEHOLDING OF ANNUAL MEETING MATERIALS | | 66 | AVAILABILITY OF FISCAL YEAR 2023 ANNUAL REPORT | | A-1 | APPENDIX A - NON-GAAP MEASUREMENTS |
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| Executive Compensation Highlights | | | The target annual compensation in fiscal year 2023 for William T. Bosway, the Company's President and Chief Executive Officer, consisted of base salary, target annual management incentive compensation plan (including target matching RSUs under the Company's 2018 Management Stock Purchase Plan), target performance stock units ("PSUs"), time-vested restricted stock units ("RSUs"), and other compensation of 401(k) match, health reimbursement account contributions, personal use of Company auto and tax planning. Mr. Bosway's target pay mix for fiscal year 2023 is set forth in the chart. The actual earnings under the performance-based components for Mr. Bosway and our other named executive officers for fiscal year 2023 were as follows: | | | Annual Management Incentive Compensation Plan ("MICP") The named executive officers received greater than target under the annual MICP as the Company exceeded the targeted levels for 2023 of the annual MICP metrics (adjusted net sales, adjusted EPS, and days working capital). The actual payout percentage was 116.7% for 2023. There were no adjustments made to the performance targets established by the Compensation and Human Capital Committee in early 2023. | |
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| Named Executive Officer | Potential Payout At Target | Actual | | | | | Payout Percentage | Payout At Actual | | William T. Bosway | $1,020,000 | 116.7% | $1,190,340 | | Timothy F. Murphy | $283,853 | 116.7% | $331,257 | | Janet A. Catlett | $102,667 | 116.7% | $119,812 | | Katherine E. Bolanowski | $135,332 | 116.7% | $157,933 | | Jeffrey J. Watorek | $64,375 | 116.7% | $75,126 |
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| 2023 PSUs The named executive officers received greater than target for 2023 as the Company exceeded the targeted level for return on invested capital ("ROIC") for the 2023 performance period. The actual 2023 PSUs achievement was 200% of target for 2023. There were no adjustments made to the performance targets established by the Compensation and Human Capital Committee in early 2023. |
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| Named Executive Officer | Target Compensation from PSU Awards | Actual | | | | | Percentage of PSUs Earned | Earned Compensation from PSU Awards | | William T. Bosway | $1,912,457 | 200% | $3,824,914 | | Timothy F. Murphy | $473,051 | 200% | $946,102 | | Janet A. Catlett | $179,661 | 200% | $359,322 | | Katherine E. Bolanowski | $154,655 | 200% | $309,310 | | Jeffrey J. Watorek | $154,495 | 200% | $308,990 |
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| Compensation Governance Focused on Pay-for-Performance | | | | | What We Do | | What We Don’t Do | | | | Deliver a significant portion of executive compensation in the form of at-risk, performance-based compensation | X | Have single-trigger change-in-control agreements | | | Set performance goals for stock-based incentives on ROIC based in part on consultation with significant stockholders | X | Provide double-trigger change-in-control cash benefits greater than 275% of cash compensation | | | Limit the maximum payout that can be received in our annual cash incentive plan to 200% of target | X | Maintain a supplemental executive retirement plan | | | Require our directors and executive officers to satisfy stock ownership guidelines | X | Allow our directors and employees to enter into hedging and pledging transactions with Gibraltar stock | | | Engage in a rigorous target-setting process and use multiple performance metrics for the annual cash incentive plan | X | Provide excise tax gross-ups upon a change in control | | | Maintain a Clawback Policy that applies to our named executive officers | X | Provide tax gross-ups on executive benefits and perquisites | | | Reasonable use of executive perquisites | X | Grant discounted stock options or reload or re-price stock options without stockholder approval | | | Focus on mitigating undue risk in compensation programs | X | Provide guaranteed base salary increases or bonus payments to executives |
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| Table of Contents | | PROXY SUMMARY |
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| Governance Highlights (1) |
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| Annual Election of All Directors | Yes | Annual Board and Committee Self-Evaluations | Yes | | Average Age of Directors (Years) | 62 | Risk Oversight by Full Board and Committees | Yes | | Average Director Tenure (Years) | 5 | Stock Ownership Guidelines for Non-Employee Directors and Executive Officers | Yes | | Percentage of Women on Board (%) | 43% | Anti-Hedging and Anti-Pledging Policies | Yes | | Percentage of Racial/Ethnic Diversity on Board (%) | 29% | Clawback Policy | Yes | | Separate Chair and CEO | No | Annual Advisory Approval of Executive Compensation | Yes | | Independent Lead Director | Yes | Poison Pill | No | | Classified Board | No | | |
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| (1) Years and percentages calculated based on directors standing for election at 2024 Annual Meeting. |
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| PROPOSAL 1 - ELECTION OF DIRECTORS |
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| The Certificate of Incorporation of the Company provides that the Board of Directors shall consist of not less than three nor more than fifteen directors. The number of directors may be changed at any time by resolution of the Board of Directors. Our Certificate of Incorporation also requires annual election of directors. Currently, our Board of Directors has eight directors and following the Annual Meeting, our Board of Directors will have seven directors. At the Annual Meeting, seven directors shall be elected to hold office for a one-year term expiring in until the 2025 Annual Meeting or until a successor has been duly elected and qualified, or until such director's earlier resignation, retirement or other termination of service. Following the recommendation by the Nominating, Governance and Corporate Social Responsibility Committee, the Board of Directors has nominated Mark Barberio, William Bosway, Gwendolyn Mizell, Linda Myers, James Nish, Atlee Valentine Pope, and Manish Shah for re-election. Following his determination to retire from serving on the Board of Directors, Craig Hindman is not standing for re-election at the Annual Meeting. The Board of Directors has determined that all nominees, other than Mr. Bosway, our Chairman of the Board, President and Chief Executive Officer, are independent directors under the applicable independence standards of the Nasdaq Stock Market ("Nasdaq") and the Securities and Exchange Commission ("SEC"). Unless instructions to the contrary are received, the persons named as proxies in the attached proxy card intend to vote the shares represented by proxies FOR the election of all nominees as directors, each of whom has consented to serve as a director if elected. If any nominee becomes unavailable for election for any reason, the Board of Directors may designate a substitute nominee and the persons named as proxies intend to vote the shares represented by the proxies solicited herewith for such other person or persons as the Board of Directors shall designate. Alternatively, the Board of Directors may reduce its size. The Board of Directors believes that directors should satisfy a number of qualifications, including demonstrated integrity, a record of personal accomplishment, and a commitment to participation in board activities. In recommending the nominees for re-election, the Company's Nominating, Governance and Corporate Social Responsibility Committee considers qualified candidates who will provide the Board of Directors with dedicated service, strong business-related skills and experience, and diversity, as such qualifications are described below under the caption "Director Nomination Process." The table below summarizes the key experience, qualifications, and attributes for each director nominee and highlights the balanced mix of experience, qualifications, and attributes of the Board of Directors as a whole. The Nominating, Governance and Corporate Social Responsibility Committee considered these qualifications in determining to recommend to the Board of Directors that the current directors be nominated for re-election. This high-level summary is not intended to be an exhaustive list of each director nominee's skills or contributions to the Board of Directors. No individual experience, qualification, or attribute was solely determinative in the Board of Directors' decision to re-elect any of the seven nominees. |
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| Director Nominee | Director Since | Number of Other Public Boards | Backgrounds and Skills | | | | | | | | | | | | | | SL | G | C | HC | F | L | M | O | PM | D | | Mark G. Barberio * | 2018 | Two | ● | ● | | ● | ● | | | ● | ● | | | William T. Bosway | 2019 | One | ● | | ● | ● | | | ● | ● | ● | | | Gwendolyn G. Mizell * | 2021 | None | ● | | ● | ● | | | ● | ● | | | | Linda K. Myers * | 2020 | One | ● | ● | ● | ● | ● | ● | | | | | | James B. Nish * | 2015 | One | ● | ● | ● | | ● | | | ● | ● | | | Atlee Valentine Pope * | 2020 | None | ● | ● | | ● | ● | | ● | ● | ● | | | Manish H. Shah * | 2021 | None | ● | ● | ● | | ● | | | ● | ● | ● |
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| * Independent Director | | | | | | | | | SL | Senior Leadership | HC | Human Capital | M | Marketing | PM | Portfolio Management | | G | Governance | F | Finance | O | Operations | D | Digital | | C | Corporate Social Responsibility | L | Legal | | | | |
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| Table of Contents | | PROPOSAL 1 - ELECTION OF DIRECTORS |
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| Director Tenure | Age Distribution | Diversity | | | | | | 0-3 years (2 of 7 director nominees) 4-7 years (4 of 7 director nominees) 8-10 years (1 of 7 director nominees) | age 56-61 (4 of 7 director nominees) age 62-67 (2 of 7 director nominees) age 68-72 (1 of 7 director nominees) | Diverse (4 of 7 director nominees) Female (3 of 7 director nominees) Racially or ethnically diverse (2 of 7 director nominees) |
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| Nominees |
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| The following biographies set forth the business experience during at least the past five years of each director and a brief discussion of the specific experience, qualifications and other attributes that led to the conclusion that each director should continue to serve on the Board of Directors at this time. |
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| MARK G. BARBERIO | | | | Professional Experience: Mark Barberio has served as a Director of the Company since 2018. He brings to the Board of Directors more than 30 years of senior management and board experience across a variety of industries at both public and private companies. He is and has been principal of Markapital, LLC, a business and M&A consulting firm, since 2013. Prior to forming Markapital, he led Mark IV, LLC (now Dayco, LLC), a global diversified manufacturing company, where he served in a variety of positions, including as Co-CEO and CFO. Other Current Public Board Directorships: Mr. Barberio was elected to the board of Endo International plc. in February 2020 and in June 2021 was elected Non-Executive Chairman. He is a member of the Audit and Finance Committee, Compensation and Human Capital Committee, Governance and Social Responsibility Committee, the Compliance Committee, and Chairman of the Strategic Planning Committee. Mr. Barberio joined the Extra Space Storage, Inc. board in July 2023 following its merger with Life Storage, Inc., of which he was an independent director from 2015 and Non-Executive Chairman from May 2018 through July 2023. He was a member of the Compensation and Human Capital Committee and Governance, Nominating and Corporate Social Responsibility Committee. Director Qualifications: Mr. Barberio’s qualifications to serve on the Board of Directors include his extensive experience as a CEO and CFO in strategy development, finance, operational oversight, real estate, capital markets, acquisitions and investor relations. In addition to the aforementioned directorships, he was a board member of Exide Technologies, a privately-held global energy storage solution company from April 2015 through October 2020. He is also a member of the board of Trustees of Rochester Institute of Technology and Chairman of the Audit Committee. | | Director Since: June 2018 Board Committees: •Audit and Risk •Capital Structure and Asset Management Age: 61 Background and Skills: •Senior Leadership •Governance •Human Capital •Finance •Operations •Portfolio Management | |
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| Table of Contents | | PROPOSAL 1 - ELECTION OF DIRECTORS |
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| WILLIAM T. BOSWAY | | | | Professional Experience: William Bosway has served as President, Chief Executive Officer and a Director of the Company since January 2019, and Chairman of the Board of Directors since January 2022. He joined the Company from Dover Corporation, a diversified global manufacturer, where he was President and Chief Executive Officer of the Refrigeration and Food Equipment Division from June 2016 to December 2018. Prior to joining Dover Corporation, he was employed by Emerson Electric Co., a global manufacturer of industrial, commercial and consumer products, where he held the position of Group Vice President, Solutions & Technology for Emerson Climate Technologies from May 2008 through June 2016. Other Current Public Board Directorship: In February 2024, Mr. Bosway was elected as an independent member of the board of Sterling Infrastructure, Inc., a Nasdaq listed corporation specializing in e-infrastructure solutions, transportation solutions, and building solutions. He is a member of the Audit Committee and the Corporate Governance and Nominating Committee of the board of Sterling Infrastructure, Inc. Director Qualifications: Mr. Bosway’s qualifications to serve as a member of the Board of Directors include his strong leadership skills and significant experience in driving organic and acquisition growth, his breadth of experience in a variety of global industrial markets, and his proficiency in manufacturing operations. | | Chairman of the Board, President and Chief Executive Officer Director Since: January 2019 Age: 58 Background and Skills: •Senior Leadership •Corporate Social Responsibility •Human Capital •Marketing •Operations •Portfolio Management | |
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| GWENDOLYN G. MIZELL | | | | Professional Experience: Gwendolyn Mizell has served as a Director of the Company since February 2021. She began her career with Ameren Corporation in 2015 as Director of Diversity and Inclusion and has been promoted through various levels of leadership in Corporate Social Responsibility, Sustainability, Electrification and Innovation. Today, Ms. Mizell is the Senior Vice President, Chief Sustainability, Diversity and Philanthropy Officer of Ameren and she is a member of the Ameren Executive Leadership Team. As the Senior Vice President, Chief Sustainability, Diversity and Philanthropy Officer, Ms. Mizell is responsible for developing and executing sustainability strategy across the company, aligning Diversity Equity and Inclusion and Corporate Philanthropy for maximum community, customer and social impact and regularly reports to the Ameren Board of Directors and its committees. She chairs the Sustainability Executive Steering Committee, a cross-functional team of company leaders, designed to ensure alignment between Sustainability and corporate strategy. Prior to joining Ameren, Ms. Mizell was President and Chief Executive Officer of GSM Development LLC, a business services firm supporting utilities across the US. Over her career, she has held positions of increasing responsibility with Westinghouse, Siemens, ABB, Calpine and KEMA Corporation. While at Westinghouse, she was responsible for air, water and acoustic compliance for power stations with modified environmental controls systems. Director Qualifications: Ms. Mizell’s qualifications to serve on the Board of Directors include her experience in strategy development, ESG, corporate social responsibility, diversity, equity and inclusion and power operations. Ms. Mizell serves on several industry boards (EEI Sustainability Committee (Co-chair) and AABE (Sustainability Committee Chair)) and Community/Non-Profits boards (Cardinal Ritter College Prep, The Scholarship Foundation, St. Loius County Workforce Investment Board and Archway (MO) Chapter of the Links, Inc.). Savoy Maganize recognized Ms. Mizell as one of 2022's Most Influential Black Executives in Corporate America. | | Director Since: February 2021 Board Committees: •Compensation and Human Capital •Nominating, Governance and Corporate Social Responsibility Age: 62 Background and Skills: •Senior Leadership •Corporate Social Responsibility •Human Capital •Marketing •Operations | |
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| Table of Contents | | PROPOSAL 1 - ELECTION OF DIRECTORS |
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| LINDA K. MYERS | | | | Professional Experience: Linda Myers has served as a Director of the Company since February 2020. Ms. Myers retired in February 2022 from Kirkland & Ellis LLP (“Kirkland”), a law firm with a national and international presence, where she was employed since 1994. Ms. Myers was a member of Kirkland's Global Management Committee from 2010 to 2020 and has 3 decades of experience advising clients. As a senior partner and one of the original members of Kirkland's Debt Finance Practice Group, Ms. Myers’ focused on transactions for private equity groups, commercial lending institutions and major private and public companies. Additionally, Ms. Myers has served on several management committees at Kirkland, including Audit, Finance, and Associate and Partner Compensation, and served as the Chair of Kirkland’s Administrative Committee from 2009 until her retirement. Ms. Myers serves as a member of the board of directors of several private companies and community and cultural organizations and chairs committees of the boards for some of these organizations including Human Resource/Compensation and Nominating and Membership. Other Current Public Board Directorships: In November 2022, Ms. Myers was elected as an independent member of the board of LCI Industries, a NYSE-listed international manufacturer and supplier of components for the recreation and transportation product markets. She is the Chair of the Corporate Governance, Nominating, and Sustainability Committee, and a member of the Risk Committee and the Strategy, Acquisition, and Capital Deployment Committee of the board of LCI Industries. Director Qualifications: Ms. Myers’ qualifications to serve on the Board of Directors include her demonstrated leadership skills as head of Kirkland’s Debt Finance Practice Group, her significant experience advising major public and private companies with respect to sophisticated financing transactions, and her wide exposure to issues encountered in the management of a global organization which she has acquired through her many committee memberships at Kirkland. In addition, in January 2024, Ms. Myers was appointed as an independent Non-Executive Director and Chair of the Remuneration Committee of Marex Group plc, a privately-held diversified global financial services platform that in December 2023 filed for an initial public offering in the United States. Ms. Myers also serves Chair of the Board for the National Philanthropic Trust, a Donor Advisory Fund business, and is the Chair of the Executive Committee and member of the Nominating and Governance Committee. | | Director Since: February 2020 Board Committees: •Audit and Risk •Capital Structure and Asset Management •Compensation and Human Capital •Nominating, Governance and Corporate Social Responsibility (Chair) Age: 60 Background and Skills: •Senior Leadership •Governance •Corporate Social Responsibility •Human Capital •Finance •Legal | |
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| Table of Contents | | PROPOSAL 1 - ELECTION OF DIRECTORS |
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| JAMES B. NISH | | | | Professional Experience: James Nish has served as a Director of the Company since 2015. He brings to the Board of Directors over 25 years of investment banking experience serving clients in a variety of international industrial manufacturing markets. Most recently, he led the Mid-Cap Corporate Investment Banking team at J.P. Morgan Chase until his retirement. Prior to that, he was head of the Industrial Manufacturing Group at Bear Stearns, where he worked for 22 years. Other Current Public Board Directorships: In February 2024, Mr. Nish was elected to the board of Cadeler A/S, a NYSE-listed company that focuses on marine-based renewable energy by owning and operating wind turbine installation vessels and providing related services that serves offshore wind farm developers and integrated energy companies. Prior to that he was an independent director and served on the board of Eneti, Inc. from 2016 through December 2023 until its merger with Cadeler A/S. He serves as Chairman of the Audit Committee of Cadeler A/S. Director Qualifications: Mr. Nish’s qualifications to serve on the Board of Directors include his experiences centered on helping global industrial manufacturing companies accelerate their growth through mergers, acquisitions, and capital market transactions. A Certified Public Accountant, he has extensive experience in accounting, finance, personnel assessments, and served until 2023 as an adjunct professor at Baruch College and Pace University where he taught both undergraduate business and MBA courses. Additionally, he serves on the board of Alert 360, a privately-held home automation company. | | Director Since: July 2015 Board Committees: •Audit and Risk (Chair) •Capital Structure and Asset Management (Chair) Age: 65 Background and Skills: •Senior Leadership •Governance •Corporate Social Responsibility •Finance •Operations •Portfolio Management | |
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| ATLEE VALENTINE POPE | | | | Professional Experience: Atlee Valentine Pope has served as a Director of the Company since February 2020, and Lead Independent Director since January 2022. Ms. Pope served as the Chief Executive Officer of Blue Canyon Partners, Inc. (“Blue Canyon”), a business-to-business growth strategy consulting firm which she co-founded in 1998. Ms. Pope was President of Blue Canyon from its inception in 1998 through 2013 at which time Ms. Pope became Chief Executive Officer. In addition to her responsibilities as Chief Executive Officer of Blue Canyon, Ms. Pope served client firms in the area of global value creation, price realization, and digital strategies. Prior to serving as President of Blue Canyon, Ms. Pope served as an Executive Director of Baker & Company, a privately-held consulting firm which served the automotive and telecommunications industries. Ms. Pope has over 35 years of experience in advising Fortune 500 boards and c-suite executives. Director Qualifications: Ms. Pope’s qualifications to serve on the Board of Directors include her demonstrated leadership skills as an executive at Blue Canyon and her significant experience with designing global growth strategies and actions plans. | | Lead Independent Director Director Since: February 2020 Board Committees: •Audit and Risk •Capital Structure and Asset Management •Compensation and Human Capital •Nominating, Governance and Corporate Social Responsibility Age: 68 Background and Skills: •Senior Leadership •Governance •Human Capital •Finance •Marketing •Operations •Portfolio Management | |
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| Table of Contents | | PROPOSAL 1 - ELECTION OF DIRECTORS |
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| MANISH H. SHAH | | | | Professional Experience: Manish Shah has served as a Director of the Company since February 2021. Since September 2022, Mr. Shah has served as Chief Digital Transformation Officer at ServiceNow, an IT service management and workflow automation company. Mr. Shah is and has been the founder and principal member of Gnosis Advisory Group, a business leadership advisory firm, since December 2021. Prior to Gnosis Advisory Group, Mr. Shah served as Senior Vice President and Chief Information Officer of Community Health Systems responsible for patient digital experience across eighty-five hospitals operating in sixteen states from 2013 to 2020. Mr. Shah also oversaw the technology and digital systems development and implementation supporting the Community Health Systems’ various businesses and functions with his primary focus on digital transformation, interoperability exchange, and business intelligence and analytics. Prior to Community Health Systems, Mr. Shah was Senior Vice President of IT Infrastructure for Aurora Health Care. Director Qualifications: Mr. Shah’s qualifications to serve on the Board of Directors include his experience in senior leadership and implementation across business systems technology, digital business models, and cyber security. In 2021, Mr. Shah accepted a Board of Trustees role at National Philanthropic Trust and is a member of the Audit and Risk Committee and Human Resource Committee. Mr. Shah was previously a member of The Heritage Healthcare Technology Fund, the Nashville Technology Council, The Center for Medical Interoperability, Google Productivity & Collaboration Customer Advisory Board, and an Advisory Board member for both AT&T and Verizon. | | Director Since: February 2021 Board Committees: •Audit and Risk •Nominating, Governance and Corporate Social Responsibility Age: 59 Background and Skills: •Senior Leadership •Governance •Corporate Social Responsibility •Digital •Finance •Operations •Portfolio Management | |
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| THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ALL NOMINEES IN PROPOSAL 1 |
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| CORPORATE GOVERNANCE | | The Board of Directors is responsible for oversight of management of the business and affairs of the Company with the objective of enhancing stockholder value. The Company has corporate governance practices and policies which the Board of Directors follows with respect to various matters, such as director responsibilities, compensation, and access to management. The Company’s corporate governance documents are available under the Governance Documents section of the Corporate Governance page of the Company’s website at www.gibraltar1.com. Board Leadership |
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| BOARD CHAIR William T. Bosway has served as President, Chief Executive Officer and a Director of the Company since January 2019, and Chairman of the Board of Directors since January 2022. | |
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| | LEAD INDEPENDENT DIRECTOR Atlee Valentine Pope has served as a Director of the Company since February 2020. Chair of the Nominating, Governance and Corporate Social Responsibility Committee from January 2021 to December 2021, and Lead Independent Director since January 2022. |
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| The Board of Directors does not have a policy as to whether the roles of Chair of the Board and Chief Executive Officer should be separate or combined and as such has the authority and flexibility to select the appropriate leadership structure for the Company at the time. Under the Company’s Second Amended and Restated Bylaws, the Chair of the Board presides over meetings of the Board of Directors and meetings of the stockholders, while the CEO has general authority for strategic initiatives involving the business and operational affairs of the Company, subject to the supervision and oversight of the Board of Directors. Currently, the Company's leadership structure includes the combined role of Chair of the Board and CEO, held by Mr. Bosway. The Board of Directors believes combining the role of Chair of the Board and CEO brings to the Board of Directors important expertise and leadership and enhances decisive strategic direction and strong execution and is in the best interests of the Company and its stockholders at the time. The skills and experience of Mr. Bosway are well suited for the role of Chair, putting the Board of Directors in a strong position to oversee strategy development, understand market developments, and mitigate risk appropriately. To ensure strong independent leadership on the Board of Directors, under the Company's corporate governance guidelines, if the roles of Chair of the Board and the CEO are combined, the independent directors annually appoint a Lead Independent Director to strengthen the Board of Directors' independent oversight of the policies and strategies of the Company's management. The Company's Lead Independent Director has significant authority in facilitating the Board of Directors' independent oversight of management, with key duties and responsibilities including: •Preside at all meetings of the Board of Directors at which the Board Chair is not present; •Collaborate with the Board Chair in determining the need for special meetings of the Board of Directors; •Call meetings or executive sessions of the independent members of the Board of Directors; •Preside at all executive sessions of the independent members of the Board of Directors; •Act as principal liaison between the Board Chair and the independent members of the Board of Directors relating to matters which are not the responsibility of any of the standing committees of the Board of Directors; •Consult with the Board Chair regarding topics to be considered at Board of Director meetings and information provided with respect to such topics; |
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| Table of Contents | | CORPORATE GOVERNANCE |
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| •Approve Board of Directors meeting agendas; •Consult with the Board Chair regarding engagement of consultants by the Board of Directors; and •Be available for direct communication with major stockholders or other major stakeholders, in consultation with management and the chair of the applicable board committee, as appropriate The Board of Directors believes that an effective Lead Independent Director, such as Ms. Pope, who has significant and clear delineated responsibilities described above, ensures strong, independent oversight of management and promotes effective governance and board efficiency. The Board of Directors believes that this leadership structure ensures that each director's experience, knowledge and insight is leveraged to provide strategic guidance in a demanding and rapidly changing business environment. In addition, the independent directors of our Board of Directors meet in executive session at each quarterly board meeting and the Lead Independent Director provides feedback on any matters that arise in such executive sessions directly to the Chair and Chief Executive Officer. All of the Board of Directors’ key committees - the Audit and Risk Committee; the Capital Structure and Asset Management Committee; the Compensation and Human Capital Committee; and the Nominating, Governance and Corporate Social Responsibility Committee (collectively the "Committees") - are comprised solely of and led by independent directors. |
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| Board Retirement Policy and Tenure Our corporate governance guidelines require our non-employee directors to submit an offer to resign from the Board of Directors to the Chair of the Nominating, Governance and Corporate Social Responsibility Committee upon reaching the age of 72, and following each succeeding birthday. We do not have any other tenure limitations, as we believe our retirement policy and succession planning to replace natural turnover achieve the appropriate balance between maintaining long-term directors with deep institutional knowledge and refreshing the Board of Directors with new directors who bring new perspectives and diversity to the Board of Directors. Whenever possible, we structure director retirements and new director appointments to overlap so institutional knowledge can be transferred to new directors. As of March 18, 2024, the Company's average tenure for directors standing for election is five years of service. |
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| Risk Oversight and Management The Board of Directors is actively engaged in the oversight of strategies adopted by management for mitigating risks faced by the Company. The effective oversight of risks to which the Company may be exposed requires an understanding of the nature of the risks, the steps management is taking to manage the risks, and a determination of the level of risk which is acceptable to the Company. The involvement of the Board of Directors in reviewing the Company’s enterprise risk management process provides the Board of Directors with the information and analysis, if appropriate, to require changes in the Company’s operations or strategies to reflect the Board of Directors’ determination of the acceptable level of risk for the Company. Risks may arise in many different areas, including, among many others, business strategy; financial condition; competition for talent; operational efficiency; cybersecurity; quality assurance; environmental, health, and safety; availability of raw materials; supply chain management; reputation; business interruptions or disasters; customer spending patterns; and intellectual property. The Board of Directors believes that, in light of the interrelated nature of the Company’s risks, oversight of risk management is ultimately the responsibility of the full Board of Directors. While the Board of Directors retains ultimate responsibility for oversight of the risks affecting the Company, the Audit and Risk Committee has responsibility for assisting the Board of Directors in the review and oversight of risks affecting the Company and risk management strategies developed by management. In addition, other Committees assist the Board of Directors in overseeing and reviewing risk relating to specific programs. The Compensation and Human Capital Committee reviews compensation program structure and design and the related risks and opportunities. The Nominating, Governance and Corporate Social Responsibility Committee oversees the Company's governance policies, board structure, leadership and independence. In carrying out this critical responsibility, the Board of Directors has implemented an enterprise risk management program designed to: •Understand the critical risks in the Company's business and strategy and risk mitigation strategies; •Evaluate the Company’s risk management process and whether it functions adequately; •Facilitate open communication between management and the Directors; and •Foster an appropriate culture of integrity and risk awareness. |
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| Table of Contents | | CORPORATE GOVERNANCE |
director_bios
| The Board of Directors discusses risk in general terms throughout the year at its meetings as well as risks in relation to specific proposed actions. While the Board of Directors oversees the enterprise risk management process, management is responsible for implementing and executing controls designed to limit risk to the level deemed to be acceptable to the Board of Directors. The Company has internal processes and an effective internal control environment which facilitate the identification and management of risks and the quality and effectiveness of the risk related communications with the Board of Directors. These include an enterprise risk management program under the leadership of our Chief Financial Officer and our Vice President of Internal Audit, regular reports from management on business strategy, a Code of Ethics and Policy Statement, and product quality standards. Management communicates routinely with members of the Board of Directors on the significant risks identified and how they are being managed. Information Security Risk Oversight The Board of Directors recognizes the importance of maintaining the trust and confidence of our customers, employees, and trading partners, while also securing the Company's IT systems, which are integral and foundational to its everyday operations. To those ends, the Board of Directors has ultimate oversight of the Company's information security risk management. Senior leadership, including the Chief Digital Information Officer, updates the Board of Directors on the Company's cybersecurity and information security posture at least quarterly at the Company’s board meetings, or more frequently as determined to be necessary or advisable. The Audit and Risk Committee has responsibility for assisting the Board of Directors in the review and oversight of risks affecting the Company, and oversees the enterprise risk management process, which includes, with the assistance of internal audit, assessing the Company’s exposure to cybersecurity risk and the effectiveness of the Company’s processes and controls to address and respond to those risks. The Company employs a dedicated cybersecurity team led by its head of information and cybersecurity who reports directly to the Company's Chief Digital Information Officer. The mission of the Company's cybersecurity team is to focus on defining and deploying its information security strategy, sustaining a robust employee cyber awareness and training program, executing security engineering, providing continuous monitoring of its operations, responding and coordinating the response and investigation of cyber threats, building and testing its disaster recovery plans in support of its businesses’ continuity plan requirements, and developing its cyber and information security policies. |
director_bios
| Stockholder Engagement The Company’s executive management team routinely meets with its stockholders to discuss the Company’s performance and strategic plan. Further, our executive management team leads stockholder outreach engagements, where we solicit feedback from stockholders on their priorities on corporate governance, compensation, and environmental and social matters. Our executive management team is committed to continuing a formal stockholder outreach program. Additionally, our executive management team, including the Company’s Chairman, President and Chief Executive Officer, and Chief Financial Officer, regularly engage in meaningful dialogue with the Company’s stockholders through our quarterly earnings calls, investor conferences, and other channels for communication. |
director_bios
| Table of Contents | | CORPORATE GOVERNANCE |
director_bios
| Independence of Directors The Board of Directors has determined that each of Mark Barberio, Craig Hindman, Gwendolyn Mizell, Linda Myers, James Nish, Atlee Valentine Pope, and Manish Shah is an “independent director” as defined under, the rules of Nasdaq and the SEC, which the Board of Directors has adopted as the standards by which it will determine independence. William Bosway serves as the Company's President and Chief Executive Officer and therefore is not an independent director. Each member of the Audit and Risk Committee, the Capital Structure and Asset Management Committee, the Compensation and Human Capital Committee, and the Nominating, Governance and Corporate Social Responsibility Committee is independent under Nasdaq rules. In addition, the Board of Directors has affirmatively determined that the members of the Audit and Risk Committee and Compensation and Human Capital Committee qualify as independent in accordance with the additional independence rules established by the SEC and Nasdaq. Board Committees and Related Matters The Board of Directors has four standing committees - the Audit and Risk Committee, the Capital Structure and Asset Management Committee, the Compensation and Human Capital Committee, and the Nominating, Governance and Corporate Social Responsibility Committee. Copies of the charters of these committees are available on the Company’s website at www.gibraltar1.com. |
director_bios
| The current composition of the Board of Directors and each board committee as of April 1, 2024, is set forth below: |
director_bios
| Director | Board of Directors | Audit and Risk Committee | Capital Structure and Asset Management Committee | Compensation and Human Capital Committee | Nominating, Governance and Corporate Social Responsibility Committee | | Mark Barberio | M | M* | M | | | | William Bosway | C | | | | | | Craig Hindman | M | | M | C | | | Gwendolyn Mizell | M | | | M | M | | Linda Myers | M | M | M | M | C | | James Nish | M | C* | C | | | | Atlee Valentine Pope | L | M | M | M | M | | Manish Shah | M | M | | | M | | M = Member C = Chair L = Lead Independent Director * = Financial Expert | | | | | |
director_bios
| Following the Annual Meeting and the retirement of Craig Hindman, an independent director nominee will be appointed the Compensation and Human Capital Committee and serve as its Chair. In 2023, the Board of Directors held nine meetings. Each director attended at least 75% of the aggregate number of meetings of the Board of Directors and committees on which each served during the period of his or her service in 2023. The Company does not have a policy regarding director attendance at the annual meeting, but they are encouraged to attend. Our 2023 annual meeting was attended by all but three of the Directors. |
director_bios
| Table of Contents | | CORPORATE GOVERNANCE |
director_bios
| Audit and Risk Committee | | | | Committee Members: | | | | James Nish (Chair) | Atlee Valentine Pope | Number of meetings in fiscal 2023: 4 | | Mark Barberio | Manish Shah | Report: Page 62 | | Linda Myers | | | | * Each committee member is independent as required by the Nasdaq and SEC rules applicable to such committee. | | |
director_bios
| The Audit and Risk Committee acts in accordance with its charter to assist the Board of Directors in its responsibility to oversee: •management's conduct of the Company's financial reporting; •management's establishment and conduct of the Company's systems of internal accounting and financial controls; •the qualifications, engagement, compensation, independence and performance of the Company's independent auditors, the conduct of the annual audit and any other audit, attest or review services, and the engagement of the independent auditors to provide any non-audit services; •the process and activities performed by the Company's internal audit function; •the preparation of the audit committee report; •the Company's legal and regulatory compliance; •the review and ratification or approval on an annual basis, of transactions between the Company and officers, directors and other related parties; •the Company's risk assessment and risk management guidelines and policies; and •the Company's codes of conduct. The Board of Directors has made a determination that each of Mark Barberio and James Nish is an “audit committee financial expert” under the standards established by SEC rules. |
director_bios
| Capital Structure and Asset Management Committee | | | | Committee Members: | | | | James Nish (Chair) | Atlee Valentine Pope | Number of meetings in fiscal 2023: 4 | | Mark Barberio | Craig Hindman | | | Linda Myers | | |
director_bios
| The Capital Structure and Asset Management Committee acts in accordance with its charter to consult with the Company’s management and assist the Board of Directors in its oversight of the Company’s capital structure, financing activities, merger, acquisition and divestiture transactions, investment decisions and other matters of financial importance to the Company. |
director_bios
| Table of Contents | | CORPORATE GOVERNANCE |
director_bios
| Compensation and Human Capital Committee | | | | Committee Members: | | | | Craig Hindman (Chair) | Linda Myers | Number of meetings in fiscal 2023: 4 | | Gwendolyn Mizell | Atlee Valentine Pope | Report: Page 45 | | * Each committee member is independent as required by the Nasdaq rules applicable to such committee. | | | | Following the Annual Meeting and the retirement of Craig Hindman, an independent director nominee will be appointed to the Committee and serve as its Chair. | | |
cda_incentive_design
| The Compensation and Human Capital Committee acts in accordance with its charter to fulfill the Board of Directors' responsibilities relating to establishment of compensation of the Company's executive officers and non-employee directors and to provide oversight and strategic guidance on the Company's human capital management including corporate culture, diversity and inclusion, talent management, career development and progression, key executive succession planning, benefit plans and policies, workplace environment and safety, employee relations and other matters impacting the Company's ability to attract and retain a stable and productive workforce. The Compensation and Human Capital Committee reviews and approves corporate goals and objectives relevant to the compensation payable to the CEO and other executive officers, evaluates the performance of the CEO and other executive officers in light of those goals and objectives, and establishes the compensation, including base salary, annual incentive compensation and long term compensation of the CEO and other executive officers based on this evaluation. The Compensation and Human Capital Committee also reviews and approves the compensation, including base salary, annual incentive compensation and long term compensation, payable to the direct reports of the CEO. The Compensation and Human Capital Committee is also responsible for the administration of the Company’s incentive compensation plans and authorization of grants of equity-based awards pursuant to such plans. The Compensation and Human Capital Committee delegates its authority for the administration of the incentive compensation plans and authorization of grants of equity-based awards pursuant to such plans to executive management with regards to non-executive management of the Company. To fulfill its responsibilities, the Compensation and Human Capital Committee has the authority to retain and obtain advice from advisors. The Compensation and Human Capital Committee employs a nationally recognized compensation consultant, Willis Towers Watson, to serve as an independent compensation advisor, perform market studies of compensation programs offered by a peer group of companies, provide information on market compensation practices and best practices in human capital management. Prior to Willis Towers Watson, the Compensation and Human Capital Committee had employed Korn Ferry as its independent compensation advisor. The Compensation and Human Capital Committee determined that each of Willis Towers Watson and Korn Ferry is an independent advisor by assessing the firm on six independence factors as prescribed by the SEC. The Compensation and Human Capital Committee worked with Willis Towers Watson and previously with Korn Ferry and the Company’s executive management team to make final decisions regarding the design of the programs used to compensate the Company’s executive officers and directors in a manner which is consistent with the Company’s compensation objectives. The amount of fees paid for the services performed by Korn Ferry was $139,300 during 2023. |
director_comp
| COMPENSATION OF DIRECTORS | | Our Compensation and Human Capital Committee engaged Korn Ferry to review survey information, and provide other publicly available information and advice to the Compensation and Human Capital Committee with respect to compensation-related matters for non-employee director compensation for a peer group of companies. The peer group is the same as the peer group disclosed in the section entitled “Compensation Discussion and Analysis” below. Non-Employee Director Compensation Program The Compensation and Human Capital Committee reviewed information provided by Korn Ferry relating to Board of Directors compensation in relation to compensation earned by the directors of our peer group of companies. After this review in April 2023, the Compensation and Human Capital Committee approved a compensation program for non-employee directors consisting of the following cash compensation, effective as of May 4, 2023: •an annual cash retainer of $95,000; •an additional annual fee of $50,000 for the Lead Independent Director; •an additional annual fee to the Chair of the Audit and Risk Committee of $10,000; •an additional annual fee to the Chair of the Compensation and Human Capital Committee of $7,500; •an additional annual fee to the Chair of the Capital Structure and Asset Management Committee of $7,500; and •an additional annual fee to the Chair of the Nominating, Governance and Corporate Social Responsibility Committee of $5,000. Non-employee directors' cash compensation effective January 1, 2023 through May 3, 2023 was the same as the above, except the annual cash retainer was $65,000, the additional annual fee for the Lead Independent Director was $25,000, and there was an annual payment for each committee on which a director serves on equal to $10,000. All retainers are paid quarterly in advance unless deferred under the MSPP as describe below. In addition, the Compensation and Human Capital Committee approved annual grants of stock to each non-employee director having an aggregate fair value equal to $115,000. These shares vest immediately and are delivered to directors unless a Director elects to defer for future issuance the receipt of all or a portion of the stock award received. Pursuant to this approval, non-employee directors received awards of stock in May 2023. The Company does not provide any perquisites to directors, but does reimburse directors for out-of-pocket expenses incurred for continuing education and in attending board and committee meetings. Directors who are employees or officers of the Company do not receive any additional compensation for board services. Management Stock Purchase Plan for Non-Employee Directors Our Management Stock Purchase Plan (“MSPP”) permits non-employee directors to defer their receipt of payment of a portion of their cash retainer to an account ("MSPP Deferral Account") established for the non-employee director which is credited with hypothetical units that track the common stock of the Company (“Deferral Units”) equal to the number of shares of the Company’s common stock that could have been purchased using the amount of director fees deferred based on a 90-day rolling price per share of the Company's stock as deferral date. Under the MSPP, the amount deferred and to be paid in cash to a non-employee director upon termination of the non-employee director's service on the Board of Directors is equal to the Deferral Units credited to their MSPP Deferral Account multiplied by the 200-day rolling average price per share of the Company’s stock, determined as of the immediately preceding calendar-month's end date immediately preceding the date the participant becomes eligible to receive a distribution of their account under the MSPP. Payment of the amount determined above is made to the non-employee director based on an election made by the non-employee director prior to the deferral in either (a) a lump sum, (b) five substantially equal annual installments, or (c) ten substantially equal annual installments, in each case, beginning six months after the date of termination. During the period that the installment payments are being made, the undistributed value of the non-employee director's account will earn interest at a rate equal to the average annualized rate of interest payable on ten-year US Treasury Notes plus two percent (2%). |
director_comp
| Table of Contents | | COMPENSATION OF DIRECTORS |
director_comp
| 2023 Director Compensation | | | | | The table below sets forth the compensation of each non-employee director in 2023. | | | | | Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2) ($) | Total ($) | | Mark G. Barberio | 91,795 | 115,017 | 206,812 | | Craig A. Hindman | 99,295 | 115,017 | 214,312 | | Gwendolyn G. Mizell | 91,795 | 115,017 | 206,812 | | Linda K. Myers | 103,206 | 115,017 | 218,223 | | James B. Nish | 109,295 | 115,017 | 224,312 | | Atlee Valentine Pope | 140,192 | 115,017 | 255,209 | | Manish H. Shah | 91,795 | 115,017 | 206,812 |
director_comp
| Table of Contents | | COMPENSATION OF DIRECTORS |
cda_lti_design
| The Compensation and Human Capital Committee believes our LTIP, which includes performance-based and time-based equity awards, furthers the objectives noted above and directly aligns with the interests of our stockholders. Another element of our compensation program, the MICP, provides an annual incentive program to our executives which is based upon the achievement of financial and strategic goals. The Compensation and Human Capital Committee believes the other elements of our compensation program are competitive with the market for our management talent and allow us to attract and retain a highly qualified senior management team. As a result, the compensation programs include a substantial portion of performance-based compensation, including the MICP and performance-based equity awards issued under the LTIP. Consistent with our executive pay philosophy, our CEO’s target compensation is designed to be heavily weighted toward performance-based compensation. During 2023, as depicted in the following chart, 64% of our CEO’s target compensation was provided in the form of performance-based compensation, with an additional 19% attributed to time-vested stock awards, and on average, 47% of our other NEOs' target compensation was performance-based compensation, with another 11% attributed to time-vested stock awards. The long-term value of time-vested stock awards will fluctuate with our stock price, thus aligning our executive officers’ interests with our stockholders’ interests. |
cda_lti_design
| Performance-based compensation consists of annual incentive compensation and performance-based equity awards. A significant portion of the NEOs’ compensation is at-risk based on the value of the Company’s common stock and financial performance. The above charts include targeted compensation generated from the Company match, assuming full allowable amount eligible to be deferred, which is provided for salary and MICP deferrals into our non-qualified deferred compensation plans, and is an important part of our compensation program. Matching contributions into the 2018 MSPP are converted to restricted stock units and are also at-risk, since they are based on the value of the Company’s common stock. The structure of our non-qualified deferred compensation plans furthers our goal of aligning the interests of our executive officers with the interests of our stockholders as it encourages the deferral of their current compensation for a future payment based on the Company’s future stock price. |
cda_lti_design
| The Compensation and Human Capital Committee believes the structure of the MICP incentivizes management to simplify and improve the Company’s operations to generate higher earnings, at a higher rate of return, with a more efficient use of capital. The other significant components of compensation for our executive officers are not at-risk and consist of a competitive base salary and long-term incentive compensation consisting of time-based RSUs. The time-based RSUs convert to shares over a vesting period generally consisting of four years. The Compensation and Human Capital Committee believes the award of time-based RSUs aligns the executive officers’ interests with the interests of our stockholders as the executive officers are incentivized to adopt a long-term approach to value creation and increase the stock price through ownership of RSUs and shares of the Company’s common stock. We believe time-based equity awards provide a good balance between performance and share ownership which aligns with long term interests of our stockholders while at the same time encouraging continuity of our executive management. |
cda_incentive_design
| It is important to distinguish the compensation awarded to our NEOs in 2023, as required to be reported under applicable SEC rules, from the compensation that was actually earned by our NEOs. Compensation reported within the Summary Compensation Table uses different measurements of the compensation reported depending on the type of compensation. The PSUs compensation reported for each executive officer is disclosed at targeted award value, or grant-date fair value, while the compensation from the MICP reported in the table reflects the actual amount earned and paid to the NEOs, or realized value. If both portions of performance-based compensation were measured at their realized value, it would show the impact of actual performance on each NEO's compensation. The chart and table below show the performance-based and deferred compensation components of total compensation realized by our NEOs in 2023. •Amounts shown for each "Target" pay column reflect (A) total fixed compensation, as defined in footnote (1) in the table below, ("Total Fixed") and (B) performance-based compensation of (i) target annual incentive compensation calculated based upon a percentage of each NEO's base salary as of December 31, 2023 at the target MICP payout percentage, (ii) the grant-date fair value of award of PSUs that corresponds to the Summary Compensation Table, and (iii) 2018 MSPP matching contributions related to the 2023 annual incentive compensation award at target. •Amounts shown for each "Realized" pay column reflect (A) Total Fixed and (B) performance-based compensation of (i) annual incentive compensation calculated based upon a percentage of each named executive officers base salary as of December 31, 2023 at the actual MICP payout percentage, (ii) the grant-date fair value of award of PSUs multiplied by the actual 2023 PSUs payout percentage, and (iii) 2018 MSPP matching contributions related to the 2023 annual incentive compensation award at the (a) actual MICP payout percentage and (b) each named executive officer's deferral election. |
nqdc
| (1)Equal to the salary, the granted RSUs included in "Stock Awards," the non-qualified deferred compensation earnings related to Company match on deferred salary under 2018 MSPP, and amounts set forth under "All Other Compensation" in the Summary Compensation Table. (2)Equal to the target annual incentive compensation calculated based upon a percentage of salary as further described below in the "Elements of Our Compensation Program" section. (3)Equal to granted PSUs included in "Stock Awards" in the Summary Compensation Table. (4)Equal to the actual annual incentive compensation earned included in "Non-Equity Incentive Plan Compensation" in the Summary Compensation Table. (5)Equal to the value of PSUs earned based on performance of the Company multiplied by the stock price as of March 1, 2023 for Bosway, Murphy, Bolanowski and Watorek, and the stock price as of April 26, 2023 for Catlett, as further described below in the "Elements of Our Compensation Program" section. (6)The deferred compensation (i) target equals the hypothetical units that track the common stock of the Company that would be credited to their non-qualified deferred compensation accounts if NEOs deferred 100% of their MICP at target; and (ii) realized amount equals the value of the hypothetical units that track the common stock of the Company that will be credited to their non-qualified deferred compensation accounts related to their actual 2023 MICP match based on NEOs actual deferral election. |
cda_peer_group
| The Company made changes to its peer group used to determine compensation in 2023 from the peer group used to determine compensation in 2022 by adding one peer company, Array Technologies, Inc., and by removing three peer companies, A.O. Smith Corporation, Enerpac Tool Group Corporation, and Patrick Industries, Inc. The Compensation and Human Capital Committee believes the chosen peer group aligns with best practices as it provides a sufficient sample size from which we draw conclusions, and reflects a representative market for executive talent that our business faces. The peer companies were selected based on their comparable size, as measured by net sales and market capitalization, and industry. Companies within the selected peer group are businesses supporting the building products, industrial products or renewables industries. Compensation and Human Capital Committee Approval Process Management recommendations for salary increases and participation levels for all other components of our compensation program, for all executive officers other than the CEO, are made annually and are based on the CEO’s evaluation of each executive officer’s performance, length of service to the Company, experience, level of responsibility, the Company’s financial position, and degree to which his or her efforts have contributed to the implementation of the Company’s strategies and goals. This information, along with the information provided by the independent compensation consultant, is then used by the Compensation and Human Capital Committee to review and establish the compensation of each executive officer. The CEO’s compensation package is determined by the Compensation and Human Capital Committee based upon the same criteria. No executive officer, other than the CEO, provides input or participates in the deliberation of the Compensation and Human Capital Committee with respect to compensation of executive officers. Final authority for the establishment of annual compensation packages of our executive officers resides with the Compensation and Human Capital Committee. Once base salaries and participation levels are established, the formula-driven components of our compensation program are applied to determine the amount of the total compensation which our executive officers will be entitled to receive based upon the degree to which the Company’s annual goals have been achieved. |
cda_peer_group
| Based on the peer group analysis described above along with CEO (other than in the case of the CEO's compensation) and Compensation and Human Capital Committee review, targeted annual incentive compensation and long-term equity-based incentive compensation components of each executive officer’s total compensation were set at percentages of each executive officer’s base salary. This provides the executive officers and stockholders a degree of certainty as to the level of incentive compensation which executive officers will be entitled to receive upon attainment of a specified level of performance. The following table summarizes the targeted level of compensation for annual cash incentive compensation and long-term equity-based incentive awards, including RSUs and PSUs, for each Named Executive Officer established by the Compensation and Human Capital Committee for 2023: |
cda_lti_design
| Named Executive Officer | Percentage of Salary | | | | MICP | LTIP | | William T. Bosway | 120% | 350% | | Timothy F. Murphy | 60% | 145% | | Janet A. Catlett | 40% | 100% | | Katherine E. Bolanowski | 35% | 70% | | Jeffrey J. Watorek | 25% | 75% |
cda_lti_design
| The Compensation and Human Capital Committee sets the targeted annual incentive compensation and long-term equity-based incentive compensation levels as a percentage of salary for individual in consultation with the independent compensation consultant, considering peer group practices, survey data, length of service and role at the Company. The Compensation and Human Capital Committee considers these compensation levels reasonable in comparison to the peer companies described above and tailored to the Company’s leadership structure, level of responsibility, and emphasis on pay-for-performance while also emphasizing stock ownership which the committee believes aligns management’s interests with the interests of our stockholders. Consideration of Risk We believe the design of our executive compensation program provides strong incentives to implement policies that promote long-term value creation while avoiding excessive risk in the short-term. Our compensation program is balanced yet focused on the long-term so that our executive officers are incentivized to deliver superior performance over sustained periods. In an effort to promote a focus on the long-term, these compensation plans are designed to allow for deferral of compensation and have elements that are only realizable upon completion of a five-year service requirement under the 2018 MSPP. Performance goals are established to align with our overall risk framework and reflect a balanced mix of financial measures designed to avoid placing excessive weight on a single measure. Compensation is also balanced among current cash payments, deferred cash, and equity awards. With limited exceptions, the Compensation and Human Capital Committee retains discretion to adjust compensation for quality of performance and adherence to Company values. Additionally, we have policies in place that limit the amount of compensation that can be earned under performance-based incentive programs, require our executive officers to own certain levels of Company stock, prohibit hedging and pledging activities, and include a Clawback Policy for all performance-based compensation. |
cda_peer_group
| Our fiscal year 2023 compensation program for NEOs contained the following elements: Base Salary Base salary is annual fixed cash compensation and is the principal non-variable element of the Company's total compensation program. The Compensation and Human Capital Committee reviews and approves base salaries generally at its February meeting with new salaries effective early March of the same year. Base salaries for our NEOs reflect the level, scope and complexity of each named executive officer's role and responsibility and whether their base salary is appropriately positioned relative to similarly situated executives in our peer group and survey data. Our competitive analysis includes a review of the base salaries paid by our peer group companies to their executive officers and survey data. For fiscal year 2023, the Compensation and Human Capital Committee reviewed and approved the base salaries shown below. |
cda_incentive_design
| Annual Management Incentive Compensation Plan Our annual MICP is designed to provide alignment between executive management’s cash compensation with stockholder interests by rewarding management for achievement of performance targets that the Compensation and Human Capital Committee believes will enhance stockholder value. The performance targets and weightings are reviewed by the Compensation and Human Capital Committee with management on an annual basis and adjusted if deemed appropriate by the Compensation and Human Capital Committee. The Compensation and Human Capital Committee reviews and alters the weightings and the targets to ensure the management team focuses on the key metrics during different periods. Sixty-five percent (65%) of the overall annual MICP payout is based on adjusted net sales and adjusted EPS, which are evaluated in a nine-by-nine matrix with a payout between 35% to 200% of target. The 35% payout is earned if both adjusted net sales and adjusted EPS meet the threshold levels of achievement, and 200% is earned if both adjusted net sales and adjusted EPS meet or exceed the 200% achievement levels. If either actual adjusted net sales or actual adjusted EPS is less than the threshold level of achievement, the payout percentage is zero. The remaining thirty-five percent (35%) of the overall annual MICP payout is based on days working capital ("DWC") with a payout between 35% to 200% of target. The 35% payout is earned if the DWC threshold level of achievement is met, and the 200% payout is earned if the actual DWC meets or exceeds the 200% achievement level. If actual DWC is less than the threshold level of achievement, the payout percentage is zero. See the detailed description of adjusted net sales, adjusted EPS and DWC in Appendix A. The following graphic illustrates the weighting of the performance goals and the calculation of the financial performance goals of the 2023 annual MICP. |
cda_incentive_design
| Fiscal Year 2023 Design | x | x | | | + | | | | | | 9-by-9 Matrix | | | | | | Base Salary ($) | Target Annual Incentive Compensation Percentage (%) | Adjusted Net Sales | Adjusted EPS | | DWC | | | | | Weighted 65% | | | Weighted 35% |
cda_incentive_design
| The targets and thresholds for the achievement of annual MICP awards for fiscal year 2023 compared to actual achievement and payout factor are as follows: |
cda_incentive_design
| Level of Achievement | Adjusted Net Sales (in millions) | Adjusted EPS | DWC | | Threshold | $1,230 | $3.20 | 64.1 | | 100% Achievement | $1,389 | $3.61 | 57.0 | | 200% Achievement | $1,563 | $4.06 | 50.4 | | Actual | $1,374 | $4.11 | 58.6 | | Payout Factor | 137.5% | | 78.0% | | Weighting | 65% | | 35% | | MICP Payout Percentage | 89.4% | | 27.3% |
cda_incentive_design
| Targeted annual incentive compensation under the annual MICP as a percentage of executive officer base salaries along with the potential payouts at target and actual are as follows: |
cda_incentive_design
| Named Executive Officer | Targeted Annual Incentive Compensation as a Percentage of Base Salary | Base Salary | Potential Payout At Target | Actual | | | | | | | Payout Percentage | Payout At Actual | | William T. Bosway | 120% | $850,000 | $1,020,000 | 116.7% | $1,190,340 | | Timothy F. Murphy | 60% | $473,089 | $283,853 | 116.7% | $331,257 | | Janet A. Catlett (1) | 40% | $256,667 | $102,667 | 116.7% | $119,812 | | Katherine E. Bolanowski | 35% | $386,664 | $135,332 | 116.7% | $157,933 | | Jeffrey J. Watorek | 25% | $257,500 | $64,375 | 116.7% | $75,126 |
cda_lti_design
| Long-Term Incentive Plan The Compensation and Human Capital Committee has provided for grants of equity-based awards to our named executive officers each year under the LTIP. The Compensation and Human Capital Committee grants long-term equity-based awards with a target value, at the time the award is made, equal to a percentage of the executive officer’s base salary. Equity awards consist of time-vested grants of RSUs and performance-based grants of PSUs. Targeted annual incentive compensation under awards of RSUs and PSUs as a percentage of executive officer base salaries during 2023 are as follows: |
cda_lti_design
| Named Executive Officer | Target Annual Incentive Compensation of 2023 RSUs | Annual Award of RSUs as a Percentage of Base Salary | Target Annual Incentive Compensation of 2023 PSUs | Annual Award of PSUs as a Percentage of Base Salary | | William T. Bosway | $1,062,500 | 125% | $1,912,500 | 225% | | Timothy F. Murphy | $212,890 | 45% | $473,089 | 100% | | Janet A. Catlett (1) | $77,000 | 30% | $179,667 | 70% | | Katherine E. Bolanowski | $115,999 | 30% | $154,666 | 40% | | Jeffrey J. Watorek | $38,625 | 15% | $154,500 | 60% |
cda_lti_design
| (1) Target Annual Incentive Compensation of 2023 RSUs and 2023 PSUs prorated respectively as Catlett was hired and appointed as Vice President and Chief Human Resources Officer effective April 26, 2023. |
cda_lti_design
| Restricted Stock Units Under the terms of awards of RSUs, vesting occurs in equal installments over a four year period commencing on the first anniversary of the grant date. The vesting conditions which apply to RSUs granted to the executive officers under the Company’s LTIP are designed to reward executives for continuing their employment with the Company and for implementing policies and practices with the goal of increasing the value of the Company’s common stock over a significant period of time. Performance Stock Units Under the terms of awards of PSUs, achievement is determined based on ROIC (as defined in the award) in the year of issuance and cliff-vest three years from date of grant. The number of PSUs earned were determined during the 2023 performance period based upon the Company’s ROIC compared to the targeted ROIC. The Compensation and Human Capital Committee has selected ROIC as the performance goal used in determining payouts under awards of PSUs based on stockholder feedback and management’s recommendation. |
cda_lti_design
| ROIC is an important metric to be considered when making investment decisions and a focus on ROIC will incentivize management to make careful considerations when allocating capital for equipment, innovative growth opportunities, acquisitions, and other growth initiatives. The Company is actively focusing on portfolio management and has significant capital resources to utilize in acquisitions to expand its position and shape its markets, and as a result, we believe it is challenging to forecast for periods longer than one year. The ROIC metric is a broad measurement of performance that measures profitability, cash flow generation, and asset management, which the Compensation and Human Capital Committee believes is a measure that is indicative of the effectiveness of our executive management team. The Compensation and Human Capital Committee believes that incorporating ROIC as a component of our compensation program aligns executive officer compensation with the interests of our stockholders and the three-year vesting period incentivizes long-term value creation and promotes retention of the Company's executive management team. Targeted ROIC is determined based upon the budget presented to the Board of Directors by the executive management team. The Compensation and Human Capital Committee approved the 2023 target of 13.1% based on the budgeted financial information presented. The threshold to earn any PSUs under the award was set at 11.9%. The maximum number of shares earned is limited to 200%, which would have required a ROIC of 15.1% or higher to achieve. |
cda_lti_design
| In 2023, the NEOs earned 200.0% of the targeted PSUs awarded as the actual ROIC, as calculated in Appendix A, was equal to the 200% level of achievement threshold set by the Compensation and Human Capital Committee. The following table calculates the number of 2023 PSUs issued and earned: |
cda_lti_design
| | William T. Bosway | | Timothy F. Murphy | | Janet A. Catlett (1) | | Katherine E. Bolanowski | | Jeffrey J. Watorek | | | Salary as of grant date | | 850,000 | | 473,089 | | 256,667 | | 386,664 | | 257,500 | | Annual award of PSUs as a percentage of base salary | 225 | | 100 | | 70 | | 40 | | 60 | | | Target compensation from award of PSUs | | 1,912,500 | | 473,089 | | 179,667 | | 154,666 | | 154,500 | | Stock price as of grant date | | 53.44 | | 53.44 | | 48.40 | | 53.44 | | 53.44 | | PSUs awarded during 2023 at target | 35,787 | | 8,852 | | 3,712 | | 2,894 | | 2,891 | | | Percentage of PSUs earned | 200.0 | | 200.0 | | 200.0 | | 200.0 | | 200.0 | | | PSUs earned during 2023 | 71,574 | | 17,704 | | 7,424 | | 5,788 | | 5,782 | |
nqdc
| Non-qualified Deferred Compensation Plan A feature of our Amended 2018 Plan, as described above, is the 2018 MSPP, a non-qualified deferred compensation arrangement, which allows our executive officers to defer receipt of up to 25% of their base salary and up to 100% of their bonus (i.e., annual incentive compensation earned under the MICP). The Compensation and Human Capital Committee approved the establishment of the 2018 MSPP in order to attract, retain and motivate executive officers and a select group of management employees. Under the 2018 MSPP, if an executive officer elects to defer receipt of a portion of his or her base salary or bonus, the dollar amount deferred is credited to a deferral account (“Deferral Account”). The base salary and bonus amounts deferred are able to achieve an investment return based on the hypothetical investment of such amounts among investment alternatives selected by the executive officer, which are substantially similar to the investment alternatives available to participants in the Company’s 401(k) Plan and include hypothetical units that track the Company's common stock (“Deferral Units”). Each executive officer’s Deferral Account will reflect the amounts of base salary and bonus deferred by the executive officer, along with any earnings or losses that would have been realized on those amounts had they been invested in the investment alternatives chosen by the executive officer. |
cda_severance
| Perquisites and Other Benefits We annually review the perquisites that executive officers receive. The perquisites offered to our executive officers in 2023 include personal use of Company automobiles, health-care benefits, including healthcare expense reimbursement, and tax planning services. Change in Control Benefits Our executive officers have been a key component in building our Company into the successful enterprise that it is today. We believe that it is important to protect our executive officers in the context of a change in control transaction to allow them to focus on the transaction. Further, it is our belief that the interests of our stockholders will be best served if the interests of our executive officers are aligned with the long-term success of the Company. We believe that change in control benefits should eliminate, or at least reduce, the reluctance of our executive officers to vigorously negotiate the optimal financial terms for our stockholders in the event of any potential, future change in control transactions. As a result, the Company has adopted the Gibraltar Industries, Inc. Change in Control Executive Severance Plan ("CiC Plan") to provide severance pay and benefits to our executive officers. The Company has entered into a CiC Plan Participation Agreement with each of our executive officers. Our CiC Plan benefits for our executive officers provide for the protection of previously granted equity-based incentive compensation and provide for a cash payment upon a "double trigger" event, which would be the consummation of the change in control transaction and subsequent termination of employment. For more information concerning amounts our executive officers are entitled to receive upon a termination of employment and change in control, see “Potential Payments Upon Termination or Change in Control” below. Generally Available Benefit Programs The executive officers also participate in the Company’s other generally available benefit plans on the same terms as other employees at the Company’s headquarters. These plans include vacation, medical and dental insurance, life insurance, a salary continuation plan providing short-term disability benefits. |
cda_lti_design
| Long-Term Incentive Compensation Grant Practices |
cda_lti_design
| Executive equity awards are approved at regularly scheduled Compensation and Human Capital Committee meetings, at the time of an executive hire or promotion or upon identification of a specific retention concern. The grant date of equity awards approved by the Compensation and Human Capital Committee is either the date of Committee approval or a date subsequent to the approval date as specified by the Compensation and Human Capital Committee. The timing of equity awards has not been coordinated with the release of material non-public information. |
cda_lti_design
| In accordance with the Company's Stock Ownership Policy, the Chief Executive Officer is required to hold 500% of his or her base salary in shares of the Company's common stock or other permitted equity interest within five years following his or her appointment. Also in accordance with this policy, the Chief Financial Officer and Vice Presidents are required to hold 300% and 50% of their base salary, respectively, in shares of the Company's common stock or other permitted equity interest within three years following their appointment. For purposes of determining value of shares held, shares include common stock owned by the officer and those owned by spouse and/or minor children. Performance stock units and restricted stock units settled in the Company's common stock are considered equity interest for this purpose. The value of shares held is determined based on current fair market value and in the case of options, based on the difference between the exercise price and fair market value per share. This policy is available on our website at www.gibraltar1.com. |
nqdc
| Section 409A of the Internal Revenue Code generally imposes a tax on non-qualified deferred compensation arrangements which do not meet guidelines established by regulations under the Internal Revenue Code. The Company’s non-qualified deferred compensation arrangements are intended to comply with Section 409A. If a company makes "parachute payments," Section 280G of the Code prohibits the company from deducting the portion of the parachute payments constituting "excess parachute payments" and Section 4999 of the Code imposes on a "disqualified individual" a 20% excise tax on the excess parachute payments. For this purpose, parachute payments generally are defined as payments to disqualified individuals that are contingent upon a change in control in an amount equal to or greater than three times the disqualified individual’s base amount (in general, the five-year average Form W-2 compensation). The excess parachute payments, which are nondeductible and subject to a 20% excise tax, equal the portion of the parachute payments that exceeds one time the disqualified individual’s base amount. The CiC Plan and CiC Plan Participation Agreements and the Company’s equity incentive plans may entitle participants to receive payments in connection with a change in control that may result in excess parachute payments. The Company does not pay any tax gross-ups with respect to the excise tax imposed on any person who receives excess parachute payments. |
sct
| Summary Compensation Table for 2023, 2022, and 2021 | | | | | | | | | Name and Principal Position | Year | Salary (3) ($) | Stock Awards (4) ($) | Non-Equity Incentive Plan Compensation (5) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (6) ($) | All Other Compensation (7) ($) | Total ($) | | William T. Bosway Chairman of the Board, President and Chief Executive Officer | 2023 | 845,481 | 2,974,951 | 1,190,340 | 494,408 | 23,439 | 5,528,619 | | | 2022 | 825,000 | 2,887,445 | 683,100 | 82,500 | 20,605 | 4,498,650 | | | 2021 | 803,365 | 2,887,488 | — | 301,455 | 23,078 | 4,015,386 | | Timothy F. Murphy Senior Vice President and Chief Financial Officer | 2023 | 470,598 | 685,902 | 331,257 | 161,153 | 25,742 | 1,674,652 | | | 2022 | 457,663 | 665,943 | 190,154 | 45,766 | 26,752 | 1,386,278 | | | 2021 | 446,539 | 652,525 | — | 145,661 | 27,398 | 1,272,123 | | Janet A. Catlett (1) Vice President and Chief Human Resources Officer | 2023 | 256,173 | 256,665 | 119,812 | 24,580 | 3,637 | 660,867 | | Katherine E. Bolanowski (2) General Counsel, Vice President and Secretary | 2023 | 383,654 | 270,620 | 157,933 | 91,981 | 12,685 | 916,873 | | | 2022 | 367,799 | 240,499 | 89,358 | 36,780 | 6,590 | 741,026 | | Jeffrey J. Watorek Vice President and Treasurer | 2023 | 256,144 | 193,079 | 75,126 | 16,309 | 16,102 | 556,760 | | | 2022 | 248,408 | 187,436 | 43,125 | 4,968 | 14,986 | 498,923 | | | 2021 | 239,442 | 209,231 | — | 9,963 | 24,316 | 482,952 |
grants
| Grants of Plan-Based Awards in 2023 | | | | | | | | | | | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock Or Units (#) | Grant Date Fair Value of Stock and Option Awards (S) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | William T. Bosway | (1) | 357,000 | 1,020,000 | 2,040,000 | — | — | — | — | — | | | 3/1/2023 (2) | — | — | — | — | — | — | 19,882 | 1,062,494 | | | 3/1/2023 (3) | — | — | — | — | 35,787 | 71,574 | — | 1,912,457 | | | 3/10/2023 (4) | — | — | — | — | — | — | 23,781 | 1,092,960 | | | 3/31/2023 (5) | — | — | — | — | — | — | 439 | 22,433 | | | 6/30/2023 (5) | — | — | — | — | — | — | 363 | 19,615 | | | 9/30/2023 (5) | — | — | — | — | — | — | 334 | 22,885 | | | 12/31/2023 (5) | — | — | — | — | — | — | 287 | 19,615 | | Timothy F. Murphy | (1) | 99,349 | 283,853 | 567,706 | — | — | — | — | — | | | 3/1/2023 (2) | — | — | — | — | — | — | 3,983 | 212,851 | | | 3/1/2023 (3) | — | — | — | — | 8,852 | 17,704 | — | 473,051 | | | 3/10/2023 (4) | — | — | — | — | — | — | 6,620 | 304,247 | | | 3/31/2023 (5) | — | — | — | — | — | — | 855 | 43,707 | | | 6/30/2023 (5) | — | — | — | — | — | — | 707 | 38,212 | | | 9/30/2023 (5) | — | — | — | — | — | — | 652 | 44,578 | | | 12/31/2023 (5) | — | — | — | — | — | — | 559 | 38,212 | | Janet A. Catlett | (1) | 35,933 | 102,667 | 205,334 | — | — | — | — | — | | | 4/26/2023 (2) | — | — | — | — | — | — | 1,591 | 77,004 | | | 4/26/2023 (3) | — | — | — | — | 3,712 | 7,424 | — | 179,661 | | | 6/30/2023 (5) | — | — | — | — | — | — | 98 | 5,331 | | | 9/30/2023 (5) | — | — | — | — | — | — | 152 | 10,365 | | | 12/31/2023 (5) | — | — | — | — | — | — | 130 | 8,884 | | Katherine E. Bolanowski | (1) | 47,366 | 135,332 | 270,664 | — | — | — | — | — | | | 3/1/2023 (2) | — | — | — | — | — | — | 2,170 | 115,965 | | | 3/1/2023 (3) | — | — | — | — | 2,894 | 5,788 | — | 154,655 | | | 3/10/2023 (4) | — | — | — | — | — | — | 1,166 | 53,615 | | | 3/31/2023 (5) | — | — | — | — | — | — | 198 | 10,109 | | | 6/30/2023 (5) | — | — | — | — | — | — | 165 | 8,923 | | | 9/30/2023 (5) | — | — | — | — | — | — | 152 | 10,411 | | | 12/31/2023 (5) | — | — | — | — | — | — | 131 | 8,923 | | Jeffrey J. Watorek | (1) | 22,531 | 64,375 | 128,750 | — | — | — | — | — | | | 3/1/2023 (2) | — | — | — | — | — | — | 722 | 38,584 | | | 3/1/2023 (3) | — | — | — | — | 2,891 | 5,782 | — | 154,495 | | | 3/10/2023 (4) | — | — | — | — | — | — | 188 | 8,625 | | | 3/31/2023 (5) | — | — | — | — | — | — | 40 | 2,039 | | | 6/30/2023 (5) | — | — | — | — | — | — | 33 | 1,782 | | | 9/30/2023 (5) | — | — | — | — | — | — | 30 | 2,080 | | | 12/31/2023 (5) | — | — | — | — | — | — | 26 | 1,783 |
exercises
| Option Exercises and Stock Vested in 2023 | | | | | | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | William T. Bosway | — | — | 43,632 | 2,332,887 | | Timothy F. Murphy | — | — | 12,738 | 681,116 | | Katherine E. Bolanowski | — | — | 746 | 39,866 | | Jeffrey J. Watorek | — | — | 3,429 | 183,367 |
nqdc
| Non-qualified Deferred Compensation | | | | | | | Name | Executive Contributions in Last FY (1) ($) | Registrant Contributions in Last FY (2) ($) | Aggregate Earnings in Last FY (3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE (4) ($) | | William T. Bosway | 894,470 | 494,408 | 1,164,967 | — | 4,865,440(5) | | Timothy F. Murphy | 307,803 | 161,153 | 1,544,664 | — | 5,570,998 | | Janet A. Catlett | 61,452 | 24,580 | 2,106 | — | 88,139(5) | | Katherine E. Bolanowski | 185,272 | 91,981 | 96,210 | — | 597,722(5) | | Jeffrey J. Watorek | 59,984 | 16,309 | 27,789 | — | 193,767 |
pay_ratio
| Pay Ratio | | We are required to disclose the ratio of the total annual compensation of our CEO to that of our median employee including (i) the median of the annual total compensation of the employees of Gibraltar, except the CEO (“median employee”); (ii) the annual total compensation of the CEO; and (iii) the ratio of the amount of the annual total compensation of the CEO to the amount of the median annual total compensation of the employees of the Company, except the CEO. The rules pertaining to this CEO Pay Ratio disclosure permit us to use that same median employee for up to three years. During 2023, there were no impactful changes in our employee population or employee compensation arrangements that we believed would significantly impact our pay ratio disclosure. Consequently, we did not identify a new median employee for 2023. In 2022, we elected to re-identify our median employee and we selected December 31, 2021 as the date upon which we would identify the median employee for 2021. The Company’s median employee was identified using the annual total compensation as determined from the Company’s payroll records for the twelve-month period ended December 31, 2021 for the employees of Gibraltar, except the CEO of Gibraltar, that were employed as of December 31, 2021. The total compensation of employees hired during the year and employed as of December 31, 2021 was annualized. Of the Company's 2,021 employees as of December 31, 2021, 1,989 employees were considered for identifying the median employee. Thirty-two non-U.S. employees in Asia accounted for 1.6% of Gibraltar’s employees as of December 31, 2021, and therefore were excluded under the “de minimis” exemption. We converted compensation for employees paid in currencies other than U.S. dollar into U.S. dollars based on exchange rates as of the end of 2021. We examined a small group of employees for whom annual total compensation as determined from the Company's payroll records was within a few dollars around the median. From this group, we selected an individual we determined to be reasonably representative of our median employee. As calculated using the methodology required for the Summary Compensation Table, the annual total compensation of Mr. Bosway for 2023 was $5,527,638. The annual total compensation of the selected median employee using the same methodology for 2023 was $61,249. As a result, the calculated ratio of the CEO's annual total compensation to the median employee annual total compensation is 90 to 1 for 2023. This ratio is a reasonable estimate calculated in the manner consistent applicable SEC rules. In light of the numerous different methodologies, assumptions, adjustments and estimates that companies apply as permitted under the SEC rules, our reported pay ratio may not be comparable to the pay ratio reported by other companies. |
pvp
| Pay Versus Performance | | | | | | | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based On (5): | | Net Income (thousands) | Return on Invested Capital (ROIC) (7) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $5,528,619 | $11,757,037 | $952,288 | $1,715,664 | $157 | $168 | $110,533 | 15.10% | | 2022 | $4,498,650 | $1,837,010 | $973,521 | $505,284 | $91 | $128 | $82,406 | 12.71% | | 2021 | $4,015,386 | $1,084,292 | $958,208 | $352,480 | $132 | $141 | $75,629 | 11.30% | | 2020 | $4,478,318 | $7,389,974 | $1,333,898 | $2,060,202 | $143 | $112 | $64,566 | 17.59% |
pvp
| (2)To calculate Compensation Actually Paid ("CAP") for the PEO, the following adjustments were made to the SCT total in accordance with SEC methodology for determining CAP for each year shown: |
termination
| Potential Payments on Termination or Change in Control The following section describes and quantifies potential payments to the NEOs under the Company's compensation and benefit plans and arrangements upon termination of employment or a change in control of the Company as of December 31, 2023. Severance Agreement Upon termination without cause or a voluntary termination with good reason of Mr. Bosway, the Company's Chairman of the Board, President and Chief Executive Officer, is entitled to a severance payment payable in equal installments over the two (2) year period following termination of employment in an amount equal to two (2) times Mr. Bosway's base salary. Restricted Stock Units The awards of time-based RSUs which the Company has made to its executive officers provide that the RSUs will be paid in shares of the Company’s stock if the employment of the executive officer is: (i) terminated by the Company without cause, (ii) in the case of the CEO, terminated for “good reason,” or (iii) terminated after one year from the date of grant if the executive officer has attained age 60 and completed at least five years of service to the Company. In each case, a termination without cause will be considered to have occurred if the executive officer’s employment is terminated by the Company for any reason other than a determination by the Compensation and Human Capital Committee that the executive officer has engaged in egregious acts or omissions which have resulted in material injury to the Company and its business. Additionally, the awards of RSUs provide that if a change in control of the Company occurs and, in connection with the change in control, the successor does not expressly assume the RSUs or issue to the executive officers a substitute award, then the executive officers will be entitled to payment for RSUs outstanding on the date the change in control occurs. Performance Stock Units The awards of PSUs that the Company has made to its executive officers provide that if an executive officer’s employment is terminated by the Company without cause or after one year from the date of grant if the executive officer has attained age 60 and completed at least five years of service to the Company, the executive officer will be entitled to payment for the PSUs earned prior to termination. Additionally, the awards of PSUs provide that if a change in control (as defined in the award agreements) of the Company occurs and, in connection with the change in control, the successor does not expressly assume the PSUs or issue to the executive officers a substitute award, then the executive officers will be entitled to payment for PSUs earned prior to the change in control together with payment, at the targeted performance level, for PSUs with performance periods ending after the date the change in control occurs. Change in Control Agreements Under our CiC Plan, the Company has entered into a CiC Plan Participation Agreement with each executive officer. The Company’s CiC Plan contains double trigger payment provisions, which means that an eligible executive in the CiC Plan may be eligible to receive a severance and COBRA subsidy payment if the executive’s employment is terminated as of a Change in Control or within the twenty-four (24) months after a Change in Control and such termination is (i) by a member of the Company Group (as defined in the CiC Plan) without Cause (as defined by the CiC Plan), which, for the avoidance of doubt, does not include a termination due to death or Disability (as defined by the CiC Plan), or (ii) due to the executive’s resignation for Good Reason, as defined by the CiC Plan. If the double trigger requirements are met under the CiC Plan, the eligible executive shall be entitled to receive the Accrued Amounts (as defined in the CiC Plan), including accrued and unpaid base salary, reimbursement for all incurred but unreimbursed expenses, and benefits to which the eligible executive may be entitled, and if the eligible executive also executes and delivers to the Company a general release of claims in accordance with the terms of CiC Plan, then the Company will make a single lump sum payment of: (i) severance to the eligible executive in a total amount equal to: (a) in the case of the CEO, two-and-a-half times the sum of twelve (12) months’ worth of the CEO’s base salary plus the CEO’s target annual cash incentive bonus for the calendar year that includes effective date of termination, or (b) in the case of an eligible executive other than the CEO, two times the sum of twelve (12) months’ worth of base salary plus the executive’s target annual cash incentive bonus for the calendar year that includes effective date of termination; and |
termination
| Payments upon Termination of Employment The following table sets forth the amount of compensation which would be payable to the executive officers upon a termination of their employment under the circumstances described. Except for retirement, the amounts payable have been determined (i) as if the employment of the executive officer was terminated on December 31, 2023 and (ii) using the December 31, 2023 closing price per share of the Company’s stock of $78.98. With respect to amounts payable at retirement, we have assumed that the executive officer retired on December 31, 2023, and that, at the time of such retirement, the executive satisfied the applicable age and service requirements for payment of a retirement benefit under the applicable benefit program, and had not met the one year from date of grant time-lapse requirement. |

DEF 14A of Gibraltar Industries, Inc.

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