DEF 14A of Gibraltar Industries, Inc.

Filed Apr 6, 2026 · FY20250000912562-26-000083

Open on EDGAR

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| TABLE OF CONTENTS | | | 1 | PROXY SUMMARY | | 5 | PROPOSAL 1 - ELECTION OF DIRECTORS | | 12 | CORPORATE GOVERNANCE | | 20 | CORPORATE SOCIAL RESPONSIBILITY OVERSIGHT AND PRACTICES | | 22 | NON-EMPLOYEE DIRECTOR COMPENSATION | | 24 | DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY | | 25 | PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”) | | 27 | COMPENSATION DISCUSSION AND ANALYSIS | | 27 | Executive Summary | | 28 | 2025 Say-on-Pay Vote Results and Response | | 29 | Compensation Philosophy and Pay-for-Performance | | 30 | Distinguishing Awarded Compensation from Realized Compensation | | 32 | Design of the Executive Compensation Program | | 33 | Elements of Our Executive Compensation Program | | 39 | Long-Term Incentive Compensation Grant Practices | | 40 | Clawback Policy | | 40 | Executive Stock Ownership Policy | | 41 | Tax Considerations | | 41 | COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT | | 42 | COMPENSATION OF EXECUTIVE OFFICERS | | 42 | Summary Compensation Table for 2025, 2024, and 2023 | | 44 | Grants of Plan-Based Awards in 2025 | | 45 | Outstanding Equity Awards at Fiscal Year End 2025 | | 46 | Option Exercises and Stock Vested in 2025 | | 46 | Non-qualified Deferred Compensation for 2025 | | 47 | Pay Ratio | | 48 | Pay Versus Performance | | 51 | Potential Payments on Termination or Change in Control | | 55 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | 57 | PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | 57 | INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | 58 | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | | 59 | AUDIT AND RISK COMMITTEE REPORT | | 60 | ADDITIONAL INFORMATION | | 61 | EQUITY COMPENSATION PLAN INFORMATION | | 62 | STOCKHOLDERS' PROPOSALS | | 62 | HOUSEHOLDING OF ANNUAL MEETING MATERIALS | | 63 | AVAILABILITY OF FISCAL YEAR 2025 ANNUAL REPORT TO STOCKHOLDERS | | 63 | OTHER MATTERS | | A-1 | APPENDIX A - NON-GAAP MEASUREMENTS |
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| OUR EXECUTIVE COMPENSATION PHILOSOPHY: PAY-FOR-PERFORMANCE | | | Gibraltar embraces a pay-for-performance philosophy, where a significant portion of executive compensation is performance-based and aligned with long-term stockholder value. Our executive compensation program is designed and managed to promote value creation, advance overall business objectives, attract and retain qualified talented executives who create compounding and sustainable value to our stockholders through the achievement of the Company's strategy built on three core pillars: Business System, Portfolio Management, and Organization Development. As shown in the illustration below, a majority of the 2025 CEO target compensation and a significant portion of other 2025 Named Executive Officers ("NEOs") target compensation consisted of at-risk pay. | | | Executive Compensation Pay Mix | | | CEO Total Target Compensation | Other NEOs' Average Total Target Compensation | | | | | Time-vested restricted stock units ("RSUs") Performance stock units ("PSUs") Annual Management Incentive Compensation Plan ("MICP") | |
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| 2026 PROXY STATEMENT | 3 |
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| Table of Contents | | PROXY SUMMARY |
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| CORPORATE GOVERNANCE HIGHLIGHTS | | Details about each of the director nominees can be found beginning on page 5 and more details on our Corporate Governance practices and policies can be found beginning on page 12. |
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| Annual Election of All Directors | Yes | Annual Board and Committee Self-Evaluations | Yes | | Average Age of Directors (Years) | 64 | Risk Oversight by Full Board and Committees | Yes | | Average Director Tenure (Years) | 6 | Stock Ownership Guidelines for Non-Employee Directors and Executive Officers | Yes | | Percentage of Women on Board | 38% | Anti-Hedging and Anti-Pledging Policies | Yes | | Percentage of Racial/Ethnic Diversity on Board | 25% | 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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| Board Diversity Matrix (as of April 6, 2026) | | | | | | Total Number of Directors | 8 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 5 | 0 | 0 | | Part II: Demographic Background | | | | | | African American or Black | 1 | 0 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Asian | 0 | 1 | 0 | 0 | | Hispanic or Latinx | 0 | 0 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 2 | 4 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 0 | | | | | Did Not Disclose Demographic Background | 0 | | | |
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| 4 | G I B R A L T A R |
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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. At the 2026 Annual Meeting, eight directors shall be elected to hold office for a one-year term until the 2027 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 G. Barberio, William T. Bosway, James S. Metcalf, Gwendolyn G. Mizell, Linda K. Myers, James B. Nish, Atlee Valentine Pope, and Manish H. Shah for re-election. 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 eight 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 | T | | Mark G. Barberio * | 2018 | One | ● | ● | | ● | ● | | | ● | ● | | | William T. Bosway | 2019 | One | ● | | ● | ● | | | ● | ● | ● | | | James S. Metcalf * | 2024 | Two | ● | ● | | | | | ● | ● | ● | | | Gwendolyn G. Mizell * | 2021 | None | ● | | ● | ● | | | ● | ● | | | | Linda K. Myers * | 2020 | Three | ● | ● | ● | ● | ● | ● | | | | | | James B. Nish * | 2015 | One | ● | ● | | | ● | | | | ● | | | Atlee Valentine Pope * | 2020 | None | ● | ● | ● | ● | ● | | ● | ● | ● | ● | | Manish H. Shah * | 2021 | One | ● | ● | | | | | | ● | ● | ● |
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| * Independent Director | | | | | | | | | SL | Senior Leadership | HC | Human Capital | M | Marketing | O | Operations | | G | Governance | F | Finance | L | Legal | PM | Portfolio Management | | C | Corporate Social Responsibility | T | Technology Expertise, including cyber security | | | | |
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| 2026 PROXY STATEMENT | 5 |
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| Table of Contents | | PROPOSAL 1 - ELECTION OF DIRECTORS |
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| Director Tenure (as of March 16, 2026) | Age Distribution (as of March 16, 2026) | Diversity (as of March 16, 2026) | | | | | | 0-3 years (1 of 8 director nominees) 4-7 years (6 of 8 director nominees) 8-10 years (1 of 8 director nominees) | age 56-61 (3 of 8 director nominees) age 62-67 (3 of 8 director nominees) age 68-72 (2 of 8 director nominees) | Diverse (4 of 8 director nominees) Female (3 of 8 director nominees) Racially or ethnically diverse (2 of 8 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 G. 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, a global diversified manufacturing company, where he served in a variety of positions, including as Co-CEO and CFO. Other Current Public Board Directorship: 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 is Lead Independent Director of Extra Space Storage, Inc. and a member of the Audit 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 Endo International plc, a pharmaceutical company, from February 2020 through April 2024 and was elected Non-Executive Chairman in 2021. 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 Investment Committee. | | Director Since: June 2018 Board Committees: •Audit and Risk •Capital Structure and Asset Management •Compensation and Human Capital (Chair) Age: 63 Background and Skills: •Senior Leadership •Governance •Human Capital •Finance •Operations •Portfolio Management | |
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| 6 | G I B R A L T A R |
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| Table of Contents | | PROPOSAL 1 - ELECTION OF DIRECTORS |
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| WILLIAM T. BOSWAY | | | | Professional Experience: 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. 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. He earned a BS in Finance from Miami University and MS in Industrial Marketing and Strategy from Purdue University Krannert School of Management. 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: 60 Background and Skills: •Senior Leadership •Corporate Social Responsibility •Human Capital •Marketing •Operations •Portfolio Management | |
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| JAMES S. METCALF | | | | Professional Experience: James S. Metcalf has served as a Director of the Company since October 2024. Mr. Metcalf previously served as Chairman and Chief Executive Officer of Cornerstone Building Brands, Inc. (“Cornerstone”), a North American building products manufacturer, from 2018 until his retirement as Chief Executive Officer in September 2021 and as Chairman in March 2022. He joined Cornerstone in 2017 as a non-employee director when it was known as NCI Building Systems, Inc. Prior to joining Cornerstone, he held various roles at USG Corporation ("USG"), a manufacturer of ceiling, floor, gypsum, roofing, sheathing, and wall products. At the time of his retirement from USG in November 2016, Mr. Metcalf had served as its Chairman since December 2011 and served as its Chief Executive Officer and President since January 2011. Other Current Public Board Directorship: Since 2023, Mr. Metcalf has served on the board of directors of Ferguson Enterprises, Inc., a value-added distributor serving the specialized professional in the North American construction market. He is a member of the Compensation Committee and Nominations and Governance Committee of Ferguson Enterprises Inc. In addition, since December 2024, Mr. Metcalf has served on the board of directors of LKQ Corporation, a leading provider of alternative and specialty parts to repair and accessorize automobiles and other vehicles. Director Qualifications: Mr. Metcalf's qualifications to serve on the Board of Directors include his executive leadership experience and considerable U.S. public company board and industry expertise. Mr. Metcalf also serves on the Naval War College Foundation Board of Trustees. In addition, he has served previously on the boards of Tenneco Inc., Cornerstone Building Brands, Inc., NCI Building Systems, USG Corporation, and Molex LLC. | | Director Since: October 2024 Board Committees: •Capital Structure and Asset Management •Nominating, Governance and Corporate Social Responsibility Age: 68 Background and Skills: •Senior Leadership •Governance •Marketing •Operations •Portfolio Management | |
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| 2026 PROXY STATEMENT | 7 |
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| Table of Contents | | PROPOSAL 1 - ELECTION OF DIRECTORS |
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| GWENDOLYN G. MIZELL | | | | Professional Experience: Gwendolyn G. Mizell has served as a Director of the Company since February 2021. She is a senior enterprise executive with more than 30 years of experience across the energy industry value chain. Her background spans engineering, business development, large project development, entrepreneurship, utility operations and community outreach, education and engagement. She has built and scaled enterprise functions, established governance and accountability frameworks, and translated complex stakeholder, regulatory, and social priorities into actionable business strategy and measurable outcomes. She currently serves as Senior Vice President, Chief Sustainability Officer and President of the Ameren Charitable Foundation, where she is a member of the Executive Leadership Team reporting to the CEO. Her remit spans enterprise sustainability and ESG, diversity, equity and inclusion, philanthropic strategy, and external stakeholder engagement, with regular interactions at the Board, regulatory, investor, and community levels. Prior to joining Ameren, Ms. Mizell was President and CEO of GSM Development LLC, a business services firm she founded to support utilities across the US, facilitating reliable operations through both consulting services and operational materials supply. During this time, she built an internship development program for first-generation college students. Over her career, she has held positions of increasing responsibility with Westinghouse, Siemens, ABB, Calpine and KEMA Consulting. Her experiences ranged from developing strategies for new business offerings, developing new turnkey power projects, environmental leadership for plants undergoing retrofits and upgrades, and developing strategies and tactics for geographic expansion for energy-focused businesses headquartered outside of the US. Director Qualifications: Ms. Mizell’s qualifications to serve on the Board of Directors include her experience with power operations, strategic planning, sales and marketing, enterprise-wide sustainability, ESG, climate strategy, community engagement and impact, and diversity, equity and inclusion. Ms. Mizell serves on several industry boards, EEI and AABE, leading their Sustainability Committees. In her community, she serves on the board of the St Louis Chapter of the Red Cross, St Louis Symphony Orchestra, Cardinal Ritter College Preparatory School, and the Archway (MO) Chapter of the Links, Inc, co-chair National Trends and Services. Savoy Magazine recognized Mizell as one of 2022’s Most Influential Black Executives in Corporate America. In 2025, the Urban League of Metropolitan St Louis honored her with their Salute to Women in Leadership Award. | | Director Since: February 2021 Board Committees: •Compensation and Human Capital •Nominating, Governance and Corporate Social Responsibility Age: 64 Background and Skills: •Senior Leadership •Corporate Social Responsibility •Human Capital •Marketing •Operations | |
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| 8 | G I B R A L T A R |
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| Table of Contents | | PROPOSAL 1 - ELECTION OF DIRECTORS |
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| LINDA K. MYERS | | | | Professional Experience: Linda K. 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. 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. In January 2024, Ms. Myers was appointed as an independent Non-Executive Director of Marex Group plc, a Nasdaq listed diversified global financial services platform, and serves as Chair of the Remuneration Committee, and a member of the Audit and Compliance Committee and the Mergers and Acquisition Committee of the board of Marex Group plc. In February 2026, Ms. Myers was appointed as a director of W.A.G Payment Solutions plc, known as Eurowag, a technology company serving Europe’s commercial road transport industry listed on the London Stock Exchange. She serves as Chair of the Remuneration Committee, and a member of the Audit and Risk Committee, and Nomination and Governance Committee of Eurowag. 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. Ms. Myers currently serves a director of the Chicago chapter of the National Association of Corporate Directors. 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. Ms. Myers also serves on the Limited Partner Advisory Committee of Kinzie Capital and as an advisor to Chelsea Lighting, both of which are privately-held businesses. | | Director Since: February 2020 Board Committees: •Capital Structure and Asset Management •Compensation and Human Capital •Nominating, Governance and Corporate Social Responsibility (Chair) Age: 61 Background and Skills: •Senior Leadership •Governance •Corporate Social Responsibility •Human Capital •Finance •Legal | |
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| 2026 PROXY STATEMENT | 9 |
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| Table of Contents | | PROPOSAL 1 - ELECTION OF DIRECTORS |
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| JAMES B. NISH | | | | Professional Experience: James B. 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 Directorship: 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. 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: 67 Background and Skills: •Senior Leadership •Governance •Finance •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 action plans. In September 2025, Ms. Pope was appointed to the board of advisors of Conquer AI, a software engineering firm that builds and deploys AI-powered applications and AI agents for FTSE100, FTSE250 and Fortune 500 companies operating in the United Kingdom, Europe, U.S., and South America. | | Lead Independent Director Director Since: February 2020 Board Committees: •Audit and Risk •Compensation and Human Capital •Nominating, Governance and Corporate Social Responsibility Age: 70 Background and Skills: •Senior Leadership •Governance •Corporate Social Responsibility •Human Capital •Finance •Marketing •Operations •Portfolio Management •Technology Expertise | |
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| 10 | G I B R A L T A R |
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| Table of Contents | | PROPOSAL 1 - ELECTION OF DIRECTORS |
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| MANISH H. SHAH | | | | Professional Experience: Manish H. 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. Other Current Public Board Directorship: Since August 2024, Mr. Shah has been a member of the board of directors of Quanex Building Products Corporation, a New York Stock Exchange-listed company which is a global manufacturer with core capabilities and broad applications across various end markets. He is a member of the Audit Committee and the Nominating and Corporate Governance Committee. 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: 61 Background and Skills: •Senior Leadership •Governance •Operations •Portfolio Management •Technology Expertise | |
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| THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ALL NOMINEES IN PROPOSAL 1 |
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| 2026 PROXY STATEMENT | 11 |
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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. 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. 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 appropriately mitigate risk. 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 Directors meetings and information provided with respect to such topics; |
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| 12 | G I B R A L T A R |
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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’ 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 directors based on 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. As of March 16, 2026, the Company's average tenure for directors standing for election is six 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; acquisition integration; 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. |
director_bios
| 2026 PROXY STATEMENT | 13 |
director_bios
| 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 Audit and Risk Committee 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 securing the Company's IT systems, which are integral and foundational to our daily operations and to maintaining the trust and confidence of our customers, employees, and trading partners. Accordingly, 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 the responsibility for assisting the Board of Directors in the review and oversight of risks affecting the Company and oversees our enterprise risk management process, which includes, with 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 define and deploy its information security strategy, sustain a robust employee cyber awareness and training program, execute security engineering, provide continuous monitoring of its operations, respond to and coordinate the response and investigation of cyber incidents, build and test its disaster recovery plans in support of its business continuity plan requirements, and develop 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 of communication. |
director_bios
| Insider Trading, Hedging and Pledging Company Securities Policy The Company has adopted an insider trading policy that governs the purchase, sale, and/or other dispositions of its securities that applies to the Company and its directors, officers, employees, and other covered persons and entities, that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. Under our insider trading policy, the Company has adopted a policy that prohibits any director, executive officer or employee from engaging in hedging transactions related to, or from pledging or creating a security interest in the Company's Common Stock that the director or officer directly or indirectly owns and controls. No director or executive officer has hedged or pledged any shares of the Company's Common Stock. Our Insider Trading Policy is available on our website at www.gibraltar1.com. |
director_bios
| 14 | G I B R A L T A R |
director_bios
| Table of Contents | | CORPORATE GOVERNANCE |
director_bios
| Independence of Directors The Board of Directors has determined that each of Mark G. Barberio, James S. Metcalf, Gwendolyn G. Mizell, Linda K. Myers, James B. Nish, Atlee Valentine Pope, and Manish H. Shah is an “independent director” as defined under the rules of Nasdaq and the SEC, which are applicable to the Company and which the Board of Directors has adopted as the standards by which it will determine independence. William T. 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. Each committee operates under a charter, and 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 6, 2026, 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 G. Barberio | M | M $ | M | C | | | William T. Bosway | C | | | | | | James S. Metcalf | M | | M | | M | | Gwendolyn G. Mizell | M | | | M | M | | Linda K. Myers | M | | M | M | C | | James B. Nish | M | C $ | C | | | | Atlee Valentine Pope | L | M | | M | M | | Manish H. Shah | M | M | | | M | | M = Member C = Chair L = Lead Independent Director $ = Financial Expert | | | | | |
director_bios
| In 2025, the Board of Directors held fourteen 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 2025. While we do not have a formal policy regarding director attendance at the annual meeting, all Directors are encouraged to attend. All Director nominees included in last year's proxy statement attended our 2025 annual meeting. |
director_bios
| 2026 PROXY STATEMENT | 15 |
director_bios
| Table of Contents | | CORPORATE GOVERNANCE |
director_bios
| Audit and Risk Committee | | | | Committee Members: | | | | James B. Nish (Chair) | Atlee Valentine Pope | Number of meetings in fiscal 2025: 4 | | Mark G. Barberio | Manish H. Shah | Report: Page 59 | | * 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 fulfill its responsibilities and 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 determined that each of Mark G. Barberio and James B. 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 B. Nish (Chair) | James S. Metcalf | Number of meetings in fiscal 2025: 4 | | Mark G. Barberio | Linda K. 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, capital allocation, investment decisions and other matters of financial importance to the Company. |
director_bios
| 16 | G I B R A L T A R |
director_bios
| Table of Contents | | CORPORATE GOVERNANCE |
director_bios
| Compensation and Human Capital Committee | | | | Committee Members: | | | | Mark G. Barberio (Chair) | Linda K. Myers | Number of meetings in fiscal 2025: 5 | | Gwendolyn G. Mizell | Atlee Valentine Pope | Report: Page 41 | | * Each committee member is independent as required by the Nasdaq rules applicable to such committee. | | |
cda_incentive_design
| The Compensation and Human Capital Committee acts in accordance with its charter to fulfill its responsibilities and assist the Board of Directors' in its responsibilities relating to establishment of compensation of the Company's executive officers. The Compensation and Human Capital Committee also recommends non-employee director compensation to the Board of Directors for approval. Additionally, the Compensation and Human Capital Committee provides oversight and strategic guidance on the Company's human capital management 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 senior executives reporting directly to 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 engages a nationally recognized compensation consultant, Willis Towers Watson ("WTW"), 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. The Compensation and Human Capital Committee determined that WTW is an independent advisor by assessing the firm on six independence factors as prescribed by the SEC. The Compensation and Human Capital Committee worked together with Willis Towers Watson and our executive management team to make final decisions regarding the design of programs used to compensate the Company’s executive officers and directors, ensuring alignment with our compensation objectives. Additional information regarding the services provided by WTW is included under Non-Employee Director Compensation and Compensation Discussion and Analysis below. |
director_comp
| NON-EMPLOYEE DIRECTOR COMPENSATION | | Non-Employee Director Compensation Program We provide competitive compensation to attract and retain qualified non-employee directors. Our non-employee director compensation program consists of cash compensation and stock awards. In 2025, each non-employee director who served on the Board of Directors received an annual cash retainer, paid quarterly, unless they chose to defer it under our Management Stock Purchase Plan ("2015 MSPP") as described below. They also received an annual stock award. Additionally, our Lead Independent Director received an annual fee in cash, paid quarterly. Each non-employee director who served as a chair of the four standing committees also received an annual cash fee, paid quarterly. We do not provide any perquisites to non-employee directors but do reimburse non-employee 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. The Compensation and Human Capital Committee engaged Willis Towers Watson ("WTW") to review survey data, provide other publicly available information, and offer advice on compensation-related matters for non-employee director compensation using the peer group of companies detailed in the “Compensation Discussion and Analysis” section of this Proxy Statement. In April 2025, the Compensation and Human Capital Committee reviewed the information provided by WTW and our non-employee director compensation and determined that for 2025 no changes were warranted for the annual cash retainer, annual cash fee to our Lead Independent Director and stock award, and no change was warranted to the annual cash fees for the chairs of each of the four standing committees as summarized 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 the non-employee director unless they chose 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 on April 30, 2025. Non-employee director compensation is summarized in the table below: |
director_comp
| Non-employee Director Compensation Element | 2025 | | Annual Cash Retainer | $95,000 | | Annual Stock Award | $115,000 | | Additional Annual Cash Fee for the Lead Independent Director | $50,000 | | Additional Annual Cash Fee for Committee Chairs: | | | Audit and Risk Committee | $20,000 | | Compensation and Human Capital Committee | $18,000 | | Capital Structure and Asset Management Committee | $15,000 | | Nominating, Governance and Corporate Social Responsibility Committee | $15,000 |
director_comp
| Table of Contents | | NON-EMPLOYEE DIRECTOR COMPENSATION |
director_comp
| 2025 Non-Employee Director Compensation | | | | | The table below summarizes the compensation of each non-employee director in 2025: | | | | | Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2) ($) | Total ($) | | Mark G. Barberio | 113,000 | 115,007 | 228,007 | | James S. Metcalf | 95,000 | 115,007 | 210,007 | | Gwendolyn G. Mizell | 95,000 | 115,007 | 210,007 | | Linda K. Myers | 110,000 | 115,007 | 225,007 | | James B. Nish | 130,000 | 115,007 | 245,007 | | Atlee Valentine Pope | 145,000 | 115,007 | 260,007 | | Manish H. Shah | 95,000 | 115,007 | 210,007 |
cda_lti_design
| The Compensation and Human Capital Committee’s executive pay philosophy is designed to promote alignment of executive pay with stockholder interests and to support Company goals and strategies. Our executive compensation program is based on a pay-for performance philosophy and is designed and managed to promote value creation, advance overall business objectives and attract and retain qualified talented executives who create compounding and sustainable value to our stockholders through the achievement of the Company's strategy built on three core pillars: Business System, Portfolio Management, and Organization Development. From time to time, the executive pay philosophy may be adjusted to ensure alignment of executive pay with stockholder interests and to support the Company’s goals and strategies. The Compensation and Human Capital Committee focuses the design and delivery of our executive compensation programs to achieve the following: •Provide competitive total pay opportunity levels relative to an appropriate group of our peer companies; •Drive high performance by our executive officers through the use of programs that support and reward desired business results; •Provide opportunities for high performing executive officers to achieve above market rewards; •Provide the ability to attract and retain highly qualified executive officers; •Assess and manage risk associated with compensation policies and practices; and •Provide the flexibility to vary compensation costs through periods of change in our business. The elements of our compensation program for executive officers include base salary, the annual MICP, equity-based incentive compensation under the Long-Term Incentive Plan (“LTIP”), non-qualified equity-based deferred compensation plan (the “2018 MSPP”), and other benefits and perquisites. The Compensation and Human Capital Committee believes our annual MICP, which provides annual incentives based on the achievement of financial goals, and LTIP, which includes performance-based and time-based equity awards, promote the objectives stated above. We believe our executive officers’ interests are more aligned with those of our stockholders when compensation programs are significantly tied to the value of our common stock, encourage ownership of our common stock, and reward both short and long-term financial performance. This structure motivates our executives to focus on long-term value creation and stock price growth. Furthermore, the Compensation and Human Capital Committee believes the other elements of our executive compensation program are competitive with the market for our executive talent and allow us to attract and retain highly qualified executives. |
cda_lti_design
| Consistent with our executive compensation philosophy and pay-for-performance approach, our CEO’s target compensation is designed to be heavily weighted toward performance-based compensation. Performance-based compensation consists of annual incentive compensation and performance-based equity awards. In fiscal year 2025, the charts above illustrate the mix of targeted compensation for our CEO and the average mix for the other NEOs. •64% of our CEO’s target compensation consisted of performance-based compensation, with an additional 19% in time-vested stock awards. •On average, 46% of our NEOs' (excluding the CEO) target compensation was performance-based compensation, with another 12% in time-vested stock awards. The long-term value of the time-vested stock awards will fluctuate with our stock price, aligning our executives’ interests with those of our stockholders. Time-based RSUs convert to shares ratably over generally a four-year vesting period whereas PSUs convert to shares after a three-year vesting period and MSPP company matching contributions are credited to deferred matching account with hypothetical units tracking the Company's common stock determined in accordance with the 2018 MSPP which include a five-year service vesting period. The Compensation and Human Capital Committee believes this structure encourages share ownership focusing our executive officers on long-term value creation aligned to the interests of our stockholders while at the same time encouraging retention and continuity of our executive management team. For additional information on our pay-for-performance approach and results, please see the information in our "Distinguishing Awarded Compensation from Realized Compensation" section of this Proxy Statement and the Pay versus Performance tabular disclosures, with the accompanying notes and supplemental charts, in our "Pay Versus Performance" section of this Proxy Statement beginning on page 48. |
cda_lti_design
| We believe it is important to differentiate between the compensation awarded to our NEOs in 2025, as required to be reported under applicable SEC rules, and the compensation the NEOs actually earned as the Summary Compensation Table reports different relevant performance depending on the type of compensation. For stock awards, specifically PSUs, the reported value on the Summary Compensation Table is the target award value or grant-date fair value. In contrast, for the non-equity incentive plan compensation, specifically annual MICP, the reported value on the Summary Compensation Table is the actual amount earned and to be paid to the NEOs. If the PSUs were reported at their realized value, based on the grant date price and the actual number of PSUs earned rather than target, it would highlight the impact of actual performance on each NEO's compensation. The table and chart below illustrate the targeted versus realized total fixed and performance-based compensation by NEOs in 2025. The elements that comprise total fixed and performance-based compensation include the following: |
cda_lti_design
| (1)Equal to the (i) "Salary" and "Bonus" columns in the Summary Compensation Table, plus the (ii) granted time-based RSUs included in "Stock Awards" column of the Summary Compensation Table, as well as refer to Grants of Plan-Based Awards in 2025 on page 44 (footnotes 2, 6 and 7), (iii) the actual non-qualified deferred compensation earnings related to Company match on deferred salary under the 2018 MSPP as elected by NEO for 2025, as well as refer to Non-qualified Deferred Compensation on page 46 (footnote 2), and (iv) amounts set forth under "All Other Compensation" in the Summary Compensation Table. |
cda_lti_design
| (2)Refer to the "Annual Management Incentive Compensation Plan" subcaption under the "Elements of Our Compensation Program" subsection beginning on page 33 within this CD&A for details on the "Potential Payout at Target" for the annual MICP. (3)Refer to the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table. (4)Refer to Grants of Plan-Based Awards in 2025 on page 44 (footnote 3). In addition, refer to the "Stock Awards" column in the Summary Compensation Table. (5)Refer to the "Long-Term Incentive Plan" subcaption under the "Elements of Our Compensation Program" subsection beginning on page 33 within this CD&A for details on the PSUs grant date fair value earned during 2025. (6)(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 2025 MICP at target; and (ii) Realized 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 2025 MICP match based on NEOs actual deferral election. |
cda_peer_group
| We review our executive compensation program annually to ensure it continues to meet its objectives and reflects current industry best practices. The program compensates our executive officers through a mix of base salary, annual incentive opportunities, and long-term equity-based incentives. For 2025 executive compensation decisions, the Compensation and Human Capital Committee engaged WTW, an independent compensation advisor, to provide survey information and conduct a comprehensive review of the executive compensation program in late 2024. WTW's analysis was designed to provide the Compensation and Human Capital Committee with insight into competitive pay practices, support the Compensation and Human Capital Committee's commitment to aligning pay with performance, reinforce sound governance practices, and ensure the overall program remains competitive with our industry peers. 2025 Peer Group The Compensation and Human Capital Committee annually reviews the companies used as our peer group to ensure the Company's executive compensation program remains competitive and aligned with market practices. In consultation with WTW, the Compensation and Human Capital Committee evaluates whether the peer group continues to represent a reasonable and appropriate set of comparators for assessing executive pay levels and practices. For 2025, the Compensation and Human Capital Committee determined that the peer group set forth below—approved in July 2024 for 2025 compensation decisions—appropriately reflects companies of comparable size as measured by net sales and market capitalization. As part of its July 2024 review, the Compensation and Human Capital Committee refined the peer group to ensure continued comparability, approving the additions of The AZEK Company Inc., CSW Industrials, Inc., and MasterBrand, Inc., and the removals of L.B. Foster Company, Masonite International Corporation, and PGT Innovations, Inc. The companies within the approved peer group had most recently reported fiscal year net sales as of the period prior to the Compensation and Human Capital Committee's July 2024 review—ranging from approximately $650 million to $2.7 billion (approximately 0.5 times to 2.0 times Gibraltar's net sales), and market capitalization as of May 31, 2024, ranging from approximately $640 million to $9.6 billion (approximately 0.3 times to 4.3 times Gibraltar's market capitalization). The median net sales and market capitalization of the peer group were approximately $1.4 billion (approximately the same as Gibraltar's net sales) and $3.4 billion (approximately 1.5 times Gibraltar's market capitalization), respectively. The peer group for fiscal year 2025 consisted of the following companies: |
cda_lti_design
| Named Executive Officer | Percentage of Base Salary | | | | MICP | LTIP | | William T. Bosway | 120% | 350% | | Joseph A. Lovechio | 60% | 130% | | Janet A. Catlett | 40% | 105% | | Katherine E. Bolanowski | 40% | 85% | | Jeffrey J. Watorek | 25% | 80% |
cda_peer_group
| Targets are set considering peer group practices, survey data, tenure, and role at the Company. The Compensation and Human Capital Committee believes these compensation levels are reasonable compared to our peer companies described above and are tailored to the Company’s leadership structure, level of responsibility, and emphasis on pay-for-performance. Additionally, the Compensation and Human Capital Committee emphasizes stock ownership to align our executive officers' interests with those of our stockholders. Consideration of Risk The Compensation and Human Capital Committee believes our executive compensation program incentivizes long-term value creation while avoiding excessive short-term risk. The program is balanced yet focused on the long-term, incentivizing our executive officers to deliver superior performance over sustained periods. Performance goals align with our overall risk framework and reflect a balanced mix of financial measures, avoiding excessive weight on a single measure. Compensation is balanced among current cash payments, deferred cash, and equity awards. Additionally, we have guidelines in place limiting compensation under performance-based programs, and policies requiring executive officers to own certain levels of Company stock, prohibiting hedging and pledging activities, and a Clawback Policy for all performance-based compensation. |
cda_incentive_design
| Annual Management Incentive Compensation Plan The Compensation and Human Capital Committee annually reviews and adjusts performance targets and weightings in consultation with the Company's executive team. To ensure focus on key metrics, the Compensation and Human Capital Committee adjusts weightings and targets as needed. For 2025, seventy-five percent (75%) of the MICP payout was based on the combination of results for two performance metrics (1) Adjusted Net Sales for MICP (as defined in Appendix A) and (2) Adjusted EPS for MICP (as defined in Appendix A). The results for the two performance metrics are plotted on a nine-by-nine matrix of step progression payouts that cross-references achieved Adjusted Net Sales for MICP and Adjusted EPS for MICP performance levels. Each intersection of the two metrics corresponds to a payout factor ranging from 35% to 200% of the target. A 35% payout is earned when both metrics meet their respective threshold performance levels of achievement, and a maximum 200% payout is earned when both metrics meet or exceed the 200% achievement levels. If either metric falls below its threshold performance level, the payout is zero. The Adjusted Net Sales for MICP and Adjusted EPS for MICP measures differ from financial results presented in the “Proxy Summary” on page 1 and the “Executive Summary” in this CD&A, as those sections reflect our 2025 financial performance. The remaining twenty-five percent (25%) of the MICP payout was based on days working capital ("DWC") (as defined in Appendix A), with payout factor ranges from 35% to 200% of the target. A 35% payout is earned when DWC meets the threshold level of achievement, and 200% is earned when DWC meets or exceeds the 200% achievement level. If actual DWC exceeds the threshold level of achievement, the payout is zero. The MICP metrics exclude contributions from businesses acquired after the Compensation and Human Capital Committee initially approved the 2025 MICP performance targets, which were based on the budgeted financial information presented by the executive management team in February 2025. In addition, following the decision and commitment to divest the Company’s Renewables business and its classification as discontinued operations, the discontinued operations were removed from the 2025 MICP targets and results. Accordingly, neither the targets nor actual achievements used for the 2025 MICP payout include the performance of discontinued operations. The Compensation and Human Capital Committee believes that incentivizing executives to improve earnings and efficiently use capital will provide value to stockholders. Higher profits and lower working capital requirements lead to increased cash flow, which can fund the Company's growth initiatives, including acquisitions. Additionally, the Compensation and Human Capital Committee believes that the combination of the three financial performance targets motivates our executives to maximize stockholder return on investment. The Compensation and Human Capital Committee concluded that these metrics effectively connect to the creation of stockholder value. The Compensation and Human Capital Committee uses adjusted financial information to determine the incentive compensation for NEOs under our performance-based compensation plans. This approach keeps our executives motivated to make difficult decisions that drive long-term value, such as restructuring, acquisitions, and divestitures, despite the short-term costs. These items are typically not part of the budgeting process and cannot necessarily be anticipated. See the detailed description and reconciliations of Adjusted Net Sales for MICP, Adjusted EPS for MICP and DWC in Appendix A. The following graphic illustrates the weighting and calculation of the 2025 annual MICP financial performance goals. |
cda_incentive_design
| Fiscal Year 2025 Design | x | x | | | + | | | | | | 9-by-9 Matrix | | | | | | Base Salary ($) | Target Annual Incentive Compensation Percentage (%) | Adjusted Net Sales for MICP | Adjusted EPS for MICP | | DWC | | | | | Weighted 75% | | | Weighted 25% |
cda_incentive_design
| The targets and thresholds for the annual MICP awards for fiscal year 2025 compared to actual achievements and payout factors were as follows: |
cda_incentive_design
| Level of Achievement | Adjusted Net Sales for MICP (in millions) | Adjusted EPS for MICP | DWC | | Threshold | $1,060 | $3.93 | 54.1 | | 100% Achievement | $1,149 | $4.38 | 51.0 | | 200% Achievement | $1,293 | $4.93 | 48.0 | | Actual | $1,070 | $3.71 | 50.3 | | Payout Factor | 0% | | 100% | | Weighting | 75% | | 25% | | MICP Payout Percentage | 0% | | 25% |
cda_incentive_design
| For fiscal year 2025, the potential payout at target and actual payout for our NEOs were as follows: |
cda_incentive_design
| Named Executive Officer | Targeted Annual Incentive Compensation as a Percentage of Base Salary | Base Salary | Target Payout | Actual | | | | | | | Payout Percentage | Payout Amount | | William T. Bosway | 120% | $915,000 | $1,098,000 | 25% | $274,500 | | Joseph A. Lovechio | 60% | $496,800 | $298,080 | 25% | $74,520 | | Janet A. Catlett | 40% | $416,416 | $166,566 | 25% | $41,642 | | Katherine E. Bolanowski | 40% | $426,259 | $170,504 | 25% | $42,626 | | Jeffrey J. Watorek | 25% | $278,512 | $69,628 | 25% | $17,407 |
cda_lti_design
| Long-Term Incentive Plan |
cda_lti_design
| The Compensation and Human Capital Committee annually approves grants of long-term equity-based awards to our named executive officers 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. In all cases, the proportion of awards granted is more heavily weighted towards PSUs (at least 50%), with the CEO's award weighted 64% in the form of PSUs. Targeted annual incentive compensation under awards of RSUs and PSUs as a percentage of executive officer base salaries for 2025 are as follows: |
cda_lti_design
| Named Executive Officer | Target Annual Incentive Compensation of 2025 RSUs | Annual Award of RSUs as a Percentage of Base Salary | Target Annual Incentive Compensation of 2025 PSUs | Annual Award of PSUs as a Percentage of Base Salary | | William T. Bosway | $1,143,750 | 125% | $2,058,750 | 225% | | Joseph A. Lovechio | $198,720 | 40% | $447,120 | 90% | | Janet A. Catlett | $145,746 | 35% | $291,491 | 70% | | Katherine E. Bolanowski | $149,191 | 35% | $213,130 | 50% | | Jeffrey J. Watorek | $55,702 | 20% | $167,107 | 60% |
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. |
cda_lti_design
| 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 was determined during the 2025 performance period based on the Company’s ROIC compared to the targeted ROIC. As portfolio management is a core pillar of the Company's strategy, and the Company has significant capital for acquisitions to expand its position and shape its market, the Company has set the performance period at one year given the challenge of forecasting in an acquisitive environment. The Compensation and Human Capital Committee selected ROIC as the performance goal for PSU payouts based on stockholder feedback and the recommendation of the executive management team. A detailed description of ROIC is included in Appendix A. Why ROIC is Important: •Investment Decisions: ROIC incentivizes our executives to carefully allocate capital for equipment, growth opportunities, acquisitions, and other growth initiatives. •Performance Measurement: ROIC measures profitability, cash flow generation, and asset management, which reflects the effectiveness of our executive management team. •Stockholder Interests: The Compensation and Human Capital Committee believes that incorporating ROIC aligns executive compensation with the interests of our stockholders. •Long-term Value Creation: The three-year vesting period incentivizes long-term value creation and promotes retention of the Company's executive management team. |
cda_lti_design
| In 2025, no targeted PSUs were earned by the NEOs because the actual ROIC, as calculated in Appendix A, did not exceed the minimum 2025 PSU achievement threshold. The following table calculates the number of 2025 PSUs awarded and earned for fiscal year 2025: |
cda_lti_design
| | William T. Bosway | | Joseph A. Lovechio | | Katherine E. Bolanowski | | Janet A. Catlett | | Jeffrey J. Watorek | | | Salary as of grant date | | 915,000 | | 496,800 | | 426,259 | | 416,416 | | 278,512 | | Annual award of PSUs as a percentage of base salary | 225 | | 90 | | 50 | | 70 | | 60 | | | Stock price as of grant date | | 64.79 | | 64.79 | | 64.79 | | 64.79 | | 64.79 | | PSUs awarded at target during 2025 (#) | 31,775 | | 6,901 | | 3,289 | | 4,499 | | 2,579 | | | PSUs grant date fair value at target ($) | | 2,058,702 | | 447,116 | | 213,094 | | 291,490 | | 167,093 | | Percentage of PSUs earned | 0 | | 0 | | 0 | | 0 | | 0 | | | PSUs earned during 2025 (#) | — | | — | | — | | — | | — | | | PSUs grant date fair value earned during 2025 ($) | | — | | — | | — | | — | | — |
nqdc
| Non-qualified Deferred Compensation Plan |
nqdc
| A feature of our Amended 2018 Plan, as described above, is the 2018 MSPP, a non-qualified deferred compensation arrangement. This plan allows our executive officers to defer 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 2018 MSPP to attract, retain, and motivate executive officers. Key Features of the 2018 MSPP: •Deferral of Compensation: Executive officers can elect to defer receipt of a portion of their base salary or bonus. The deferred amount is credited to a deferral account (“Deferral Account”). •Investment Alternatives: Deferred amounts can achieve an investment return based on hypothetical investments chosen by the executive officer among investment alternatives. These options are substantially similar to the investment alternatives available to participants in the Company’s 401(k) Plan and include hypothetical units tracking the Company's common stock (“Deferral Units”). The Deferral Units are credited to the Deferral Account based on the deferred base salary and bonus amounts, multiplied by the value of the Company’s common stock, as calculated in accordance with the 2018 MSPP. •Deferral Account: Each executive officer’s Deferral Account reflects the deferred base salary and bonus, along with any earnings or losses from the chosen investment alternatives. •Matching Contributions: The Company matches up to 40% of the base salary deferred and up to 80% of the first 50% of the bonus deferred, plus up to 40% of any excess bonus deferred. These matches are credited to a deferred matching account ("Matching Account") with hypothetical units tracking the Company's common stock ("Matching Units") determined in accordance with the 2018 MSPP. |
cda_severance
| 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. |
cda_lti_design
| The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options, the Board and the Compensation and Human Capital Committee will evaluate the appropriate steps to take in relation to the foregoing. |
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 2025, 2024, and 2023 | | | | | | | | | | Name and Principal Position | Year | Salary (3) ($) | Bonus ($) | Stock Awards (4) ($) | 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 | 2025 | 908,269 | — | 3,202,440 | 274,500 | 325,037 | 20,755 | 4,731,001 | | | 2024 | 874,346 | — | 3,079,950 | 541,728 | 714,204 | 23,935 | 5,234,163 | | | 2023 | 845,481 | — | 2,974,951 | 1,190,340 | 494,408 | 23,439 | 5,528,619 | | Joseph A. Lovechio (1) Vice President and Chief Financial Officer | 2025 | 493,569 | — | 645,827 | 74,520 | 49,357 | 18,168 | 1,281,441 | | | 2024 | 166,154 | 150,000 | 441,865 | 49,248 | 12,923 | — | 820,190 | | Janet A. Catlett (2) Vice President and Chief Human Resources Officer | 2025 | 413,336 | — | 437,203 | 41,642 | 49,398 | 20,258 | 961,837 | | | 2024 | 397,498 | — | 400,310 | 82,162 | 63,825 | 21,182 | 964,977 | | | 2023 | 256,173 | — | 256,665 | 119,812 | 24,580 | 3,637 | 660,867 | | Katherine E. Bolanowski General Counsel, Vice President and Secretary | 2025 | 421,619 | — | 362,241 | 42,626 | 85,484 | 17,123 | 929,093 | | | 2024 | 399,216 | — | 361,809 | 72,203 | 134,681 | 17,905 | 985,814 | | | 2023 | 383,654 | — | 270,620 | 157,933 | 91,981 | 12,685 | 916,873 | | Jeffrey J. Watorek Vice President and Treasurer | 2025 | 276,452 | — | 222,748 | 17,407 | 20,692 | 16,406 | 553,705 | | | 2024 | 265,859 | — | 240,869 | 34,345 | 25,660 | 18,352 | 585,085 | | | 2023 | 256,144 | — | 193,079 | 75,126 | 16,309 | 16,102 | 556,760 |
nqdc
| (6)This column represents the Company's matching contributions to the 2018 MSPP, a non-qualified deferred compensation plan. Further information regarding the grant date fair value and the corresponding number of Matching Units credited to the NEOs can be found in the "Grants of Plan-Based Awards in 2025" and "Non-qualified Deferred Compensation for 2025" tables. (7)This column represents the following 2025 all other compensation: |
grants
| Grants of Plan-Based Awards in 2025 | | | | | | | | | | | | Name | Grant Date | Compen- sation and Human Capital Committee Action 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 ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | William T. Bosway | (1) | 2/14/2025 | 384,300 | 1,098,000 | 2,196,000 | — | — | — | — | — | | | 3/3/2025 (2) | 2/14/2025 | — | — | — | — | — | — | 17,653 | 1,143,738 | | | 3/3/2025 (3) | 2/14/2025 | — | — | — | — | 31,775 | 63,550 | — | 2,058,702 | | | 3/7/2025 (4) | | — | — | — | — | — | — | 12,758 | 866,765 | | Joseph A. Lovechio | (1) | 2/14/2025 | 104,328 | 298,080 | 596,160 | — | — | — | — | — | | | 3/3/2025 (2) | 2/14/2025 | — | — | — | — | — | — | 3,067 | 198,711 | | | 3/3/2025 (3) | 2/14/2025 | — | — | — | — | 6,901 | 13,802 | — | 447,116 | | | 3/31/2025 (5) | | — | — | — | — | — | — | 210 | 13,052 | | | 6/30/2025 (5) | | — | — | — | — | — | — | 200 | 11,465 | | | 9/30/2025 (5) | | — | — | — | — | — | — | 214 | 13,375 | | | 12/31/2025 (5) | | — | — | — | — | — | — | 200 | 11,465 | | Janet A. Catlett | (1) | 2/14/2025 | 58,298 | 166,566 | 333,132 | — | — | — | — | — | | | 3/3/2025 (2) | 2/14/2025 | — | — | — | — | — | — | 2,249 | 145,713 | | | 3/3/2025 (3) | 2/14/2025 | — | — | — | — | 4,499 | 8,998 | — | 291,490 | | | 3/7/2025 (4) | | — | — | — | — | — | — | 484 | 32,865 | | | 3/31/2025 (5) | | — | — | — | — | — | — | 70 | 4,361 | | | 6/30/2025 (5) | | — | — | — | — | — | — | 67 | 3,844 | | | 9/30/2025 (5) | | — | — | — | — | — | — | 72 | 4,484 | | | 12/31/2025 (5) | | — | — | — | — | — | — | 67 | 3,844 | | Katherine E. Bolanowski | (1) | 2/14/2025 | 59,676 | 170,504 | 341,008 | — | — | — | — | — | | | 3/3/2025 (2) | 2/14/2025 | — | — | — | — | — | — | 2,302 | 149,147 | | | 3/3/2025 (3) | 2/14/2025 | — | — | — | — | 3,289 | 6,578 | — | 213,094 | | | 3/7/2025 (4) | | — | — | — | — | — | — | 638 | 43,322 | | | 3/31/2025 (5) | | — | — | — | — | — | — | 177 | 11,012 | | | 6/30/2025 (5) | | — | — | — | — | — | — | 172 | 9,837 | | | 9/30/2025 (5) | | — | — | — | — | — | — | 183 | 11,476 | | | 12/31/2025 (5) | | — | — | — | — | — | — | 172 | 9,837 | | Jeffrey J. Watorek | (1) | 2/14/2025 | 24,370 | 69,628 | 139,256 | — | — | — | — | — | | | 3/3/2025 (2) | 2/14/2025 | — | — | — | — | — | — | 859 | 55,655 | | | 3/3/2025 (3) | 2/14/2025 | — | — | — | — | 2,579 | 5,158 | — | 167,093 | | | 3/7/2025 (4) | | — | — | — | — | — | — | 101 | 6,869 | | | 3/31/2025 (5) | | — | — | — | — | — | — | 59 | 3,646 | | | 6/30/2025 (5) | | — | — | — | — | — | — | 56 | 3,214 | | | 9/30/2025 (5) | | — | — | — | — | — | — | 60 | 3,749 | | | 12/31/2025 (5) | | — | — | — | — | — | — | 56 | 3,214 |
exercises
| Option Exercises and Stock Vested in 2025 | | | | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | William T. Bosway | 149,903 | 8,834,535 | | Joseph A. Lovechio | 1,444 | 90,856 | | Janet A. Catlett | 784 | 46,526 | | Katherine E. Bolanowski | 3,646 | 239,579 | | Jeffrey J. Watorek | 2,509 | 164,866 |
exercises
| There were no option exercises in 2025. |
nqdc
| Non-qualified Deferred Compensation for 2025 | | | | | | Name | Executive Contributions in Last FY (1) ($) | Registrant Contributions in Last FY (2) ($) | Aggregate Earnings in Last FY (3) ($) | Aggregate Balance at Last FYE (4) ($) | | William T. Bosway | 541,728 | 325,037 | (1,114,995) | 7,482,137 | | Joseph A. Lovechio | 123,392 | 49,357 | 11,422 | 229,964(5) | | Janet A. Catlett | 82,415 | 49,398 | 9,821 | 411,097(5) | | Katherine E. Bolanowski | 177,608 | 85,484 | 142,328 | 1,505,700 | | Jeffrey J. Watorek | 86,286 | 20,692 | 50,557 | 496,048 |
pay_ratio
| Pay Ratio | | As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are disclosing the relationship of the annual total compensation of our employees to the annual total compensation of William T. Bosway, our Chairman of the Board, President and CEO. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions. As a result, our pay ratio reported may not be comparable to the pay ratios reported by other companies. Given that our executive compensation program is heavily weighted towards performance-based elements, we expect our pay ratio to fluctuate from year to year based on our actual performance relative to the target performance goals. For 2025, •The median of the annual total compensation of our employees, other than Mr. Bosway, was $75,459; •Mr. Bosway's annual total compensation was $4,731,001. This amount is the same amount as reported in the Total column of the 2025 Summary Compensation Table; and •Based on this information, the ratio of the annual total compensation of Mr. Bosway to the median of the annual total compensation of our employees is approximately 63 to 1. Identification of Median Employee and Calculation of Compensation In accordance with SEC executive compensation disclosure rules, we may use the same median employee for up to three years unless there has been a change in our employee population or compensation arrangements that we reasonably believe would significantly affect our pay ratio disclosure. As described above, the SEC also permits the use of reasonable estimates and methodologies in identifying the median employee and recognizes that companies may need to substitute a different employee if the originally identified median employee is no longer appropriate. For purposes of our 2025 pay ratio disclosure, we determined that the median employee originally identified for our 2024 pay ratio calculation was no longer appropriate because that employee's compensation changed materially. As permitted under SEC guidance, we therefore selected the employee whose compensation was immediately above that of the previously identified median employee from the same employee population as of December 31, 2024, and compensation measures used in the prior year. We then used this employee's 2025 compensation to calculate the 2025 pay ratio. We believe this employee's compensation is reasonably representative of the median employee compensation for 2025. No material changes occurred in our employee population or compensation arrangements during 2025 that we believe would significantly affect the pay ratio or require a full re-identification of the median employee pool. Accordingly, other than substituting the employee as described above, we used the same methodology and consistently applied compensation measure that we used in 2024 to identify the median employee. In 2024, we identified the median employee using the following methodology, material assumptions, adjustments and estimates: •We determined our employee population as of December 31, 2024, the last day of our 2024 fiscal year. As of this date, we employed a total of 2,107 employees, of whom 75 were employed outside of the United States. In calculating the pay ratio, we excluded, under the de minimis exemption to the pay ratio rule, all 61 of our employees in Canada and all 14 of our employees in China, representing approximately 3.6% of our total global workforce. •We compared the 2024 W-2 wages of our employee population, annualizing base salaries for permanent full-time and part-time employees who did not work the full year, as our consistently applied compensation measure (the "Estimated Compensation"). Based on the Estimated Compensation of each employee, we identified the median-compensated employee. •We then calculated the Annual Total Compensation of the median-compensated employee using the same methodology used for calculating Mr. Bosway's Annual Total Compensation. |
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 (Loss) (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) | | 2025 | $4,731,001 | $2,406,574 | $931,519 | $542,496 | $69 | $200 | $(44,388) | 18.30% | | 2024 | $5,234,163 | $1,145,461 | $995,806 | $682,235 | $82 | $176 | $137,340 | 15.90% | | 2023 | $5,528,619 | $11,757,037 | $952,288 | $1,715,664 | $110 | $150 | $110,533 | 15.10% | | 2022 | $4,498,650 | $1,837,010 | $973,521 | $505,284 | $64 | $114 | $82,406 | 12.71% | | 2021 | $4,015,386 | $1,084,292 | $958,208 | $352,480 | $93 | $126 | $75,629 | 11.30% |
pvp
| (2)To calculate Compensation Actually Paid ("CAP") for the PEO, the following adjustments were made to the Summary of Compensation Table ("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, 2025. 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, he 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 his base salary. Restricted Stock Units The Company has awarded time-based RSUs to its executive officers, which will be paid in shares of the Company’s stock under the following conditions: 1.Termination Without Cause: If the executive officer's employment is terminated by the Company for reasons other than egregious acts or omissions causing material injury to the Company and its business, as determined by the Compensation and Human Capital Committee. 2.CEO Termination for Good Reason: If the CEO's employment is terminated for "good reason." 3.Retirement: If the executive officer's employment is terminated after one year from the grant date, provided the executive is at least 60 years old and has completed at least five years of service with the Company. Additionally, 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 Company has awarded PSUs to its executive officers, which will be paid under the following conditions: 1.Termination Without Cause: If the executive officer’s employment is terminated by the Company for reasons other than egregious acts or omissions causing material injury to the Company and its business, as determined by the Compensation and Human Capital Committee. 2.Retirement: If the executive officer’s employment is terminated by the Company after one year from the date of grant, provided the executive officer has attained age 60 and completed at least five years of service to the Company. In both cases, the executive officer will be entitled to payment for PSUs earned prior to termination. Additionally, if a change in control (as defined in the PSU 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. •PSUs with performance periods ending after the change in control, at the targeted performance level. Change in Control Agreements Under our CiC Plan, the Company has entered into a CiC Plan Participation Agreement with each executive officer. The CiC Plan includes double trigger payment provisions, meaning an eligible executive may be eligible to receive severance and COBRA subsidy payments if their employment is terminated as of a Change in Control or within the 24 months after a Change in Control under the following conditions: 1.Termination Without Cause: If the executive is terminated by a member of the Company Group for reasons other than death, disability, or cause (all as defined in the CiC Plan). 2.Resignation for Good Reason: If the executive resigns for good reason (as defined in the CiC Plan). If the double trigger conditions are met, the eligible executive will receive: •Accrued Amounts (as defined in the CiC Plan): Including accrued and unpaid base salary, reimbursement for all incurred but unreimbursed expenses, and other entitled benefits; 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, 2025 and (ii) using the December 31, 2025 closing price per share of the Company’s common stock of $49.44. With respect to amounts payable at retirement, we have assumed that the executive officer retired on December 31, 2025, 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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