Gibraltar Industries, Inc DEF 14A, filed Apr 6, 2026

Gibraltar Industries, Inc. (ROCK)

DEF 14A 2026-04-06 For: 2025-12-31

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Added on June 12, 2026

About this DEF 14A

Gibraltar Industries, Inc filed this DEF 14A on April 6, 2026.

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☐			Preliminary Proxy Statement
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☐			Soliciting Material under §240.14a-12


Gibraltar Industries, Inc.
(Name of Registrant as Specified In Its Charter)

___________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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			By Order of the Board of Directors

			Katherine E. Bolanowski General Counsel, Vice President and Secretary
Buffalo, New York
April 6, 2026


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 202 5
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 202 5 ANNUAL REPORT TO STOCKHOLDERS
63			OTHER MATTERS
A-1			APPENDIX A - NON-GAAP MEASUREMENTS


UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )


Notice of 2026 Annual Meeting of Stockholders and Proxy Statement


April 6, 2026 Dear Fellow Stockholders of Gibraltar: As we move into 2026, we would like to thank you for your continued support as a Gibraltar stockholder. It is our pleasure to invite you to attend the 2026 Annual Meeting of Stockholders of Gibraltar Industries, Inc. to be held on Thursday, May 7, 2026, at 11:00 A.M., Eastern Time, online at www.virtualshareholdermeeting.com/ROCK2026. The Annual Meeting is critical to our corporate governance process and to affirming the direction of our Company. The accompanying Proxy Statement provides you with important information about our Board of Directors and executive officers. Additionally, the Proxy Statement informs you of steps we are taking to fulfill our responsibilities to you as a stockholder. The accompanying Proxy Statement provides information relating to the proposals that require your vote. If you hold shares through a brokerage firm, please note that your broker cannot vote on most of the proposals to be acted on at the Annual Meeting without your instruction. Your vote is very important to us and we encourage you to vote promptly using one of the voting methods described in the accompanying Proxy Statement. Our Board of Directors recommends that stockholders vote FOR all proposals. On behalf or our management team and our Board of Directors, we want to thank you for your continued support and confidence in Gibraltar Industries, Inc. Sincerely,


3556 Lake Shore Road PO Box 2028 Buffalo, New York 14219-0228 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 7, 2026

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Gibraltar Industries, Inc., a Delaware corporation (the “Company”), will be held on Thursday, May 7, 2026, at 11:00 A.M., Eastern Time (the “2026 Annual Meeting”). The 2026 Annual Meeting will be held in virtual meeting format. You can attend the 2026 Annual Meeting online, vote your shares electronically and submit your questions during the meeting, by visiting www.virtualshareholdermeeting.com/ROCK2026. You will need to have the 16-digit control number included on your proxy card, or in the instructions that accompanied your proxy materials by the method you consented or elected to receive for delivery. The 2026 Annual Meeting will be held for the following purposes: 1.Election of eight Director nominees named in the accompanying proxy statement, each to hold office for a one-year term until the 2027 annual meeting of stockholders (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. 2.Advisory approval of the Company's executive compensation (the "Say-on-Pay" vote). 3.Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026. 4.Transaction of such other business as may properly come before the meeting or any adjournment or postponement thereof. The Board of Directors has fixed the close of business on March 16, 2026, as the record date for the determination of stockholders entitled to receive notice of and to vote at the 2026 Annual Meeting or any adjournment or postponement thereof. Even if you plan to participate in the 2026 Annual Meeting, please promptly vote in advance of the meeting by following the instructions in the proxy card or voting instruction form. Voting in advance of the 2026 Annual Meeting does not deprive you of your right to virtually attend the 2026 Annual Meeting and to vote your shares electronically during the meeting.



Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held May 7, 2026 The Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement and the fiscal year 2025 Annual Report are available at www.proxyvote.com.


PROXY SUMMARY

This proxy summary highlights information contained elsewhere in this Proxy Statement for the 2026 Annual Meeting of Gibraltar Industries, Inc. (the "Company", "Gibraltar", "we", "us" and "our"). You should read the entire proxy statement before voting. For more complete information regarding the performance of Gibraltar for the fiscal year ended December 31, 2025 ("fiscal year 2025"), you should review Gibraltar's annual report on Form 10-K for fiscal year 2025. We intend to deliver to our stockholders of record the Notice of Annual Meeting of Stockholders and this proxy statement on or about April 6, 2026.



			YOUR VOTE IS IMPORTANT
			Whether or not you plan to participate in the Annual Meeting, we urge you to carefully review the applicable proxy materials and follow the instructions below to cast your vote promptly on all of the proposals.


2025 COMPANY PERFORMANCE HIGHLIGHTS *

2025 was a year of solid growth despite some persistent end market challenges. We remained focused on evolving our portfolio with investments in metal roofing, building accessories and structural canopies, and committing to a plan to divest our Renewables business with the goal of focusing our asset portfolio and resources on our building products and structures businesses. Our consolidated net sales grew 11.0% year-over-year primarily due to 2025 acquisitions along with an increase in volume in our Infrastructure segment and participation gains in the residential building accessories business. We delivered $98 million of GAAP net earnings from continuing operations, $118 million of adjusted net earnings, $137 million of cash generated from operating activities from continuing operations, and $91 million of free cash flows, representing 8% of net sales. We further advanced our portfolio optimization with the acquisition of OmniMax International, LLC ("OmniMax"), announced in November 2025 and completed on February 2, 2026. OmniMax's highly complementary brands, product portfolio, and footprint with localized expertise, accelerate our strategy to expand in residential building products while enhancing customer experience.


* See page 27 for an executive summary of the Company's results for the 2025 fiscal year. Please also see Appendix A for a reconciliation of non-GAAP financial measures.


The following sets forth the methods by which you may vote for purposes of the Annual Meeting.


BY INTERNET			Before The Meeting - Go to www.proxyvote.com. Use the internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 6, 2026 for shares held directly and by 11:59 p.m. Eastern Time on May 4, 2026 for shares held in a brokerage account or a plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During the Meeting - Go to www.virtualshareholdermeeting.com/ROCK2026. You may attend the meeting via the internet and vote during the meeting. Have your 16-digit control number in hand and follow the instructions.

BY TELEPHONE			Call the telephone number listed on your proxy card or voting instruction form.

BY MAIL			Mark, sign, date and return your proxy card or voting instruction form to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.


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")


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.


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


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.


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)


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.


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


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


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


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


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


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


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


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


			THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ALL NOMINEES IN PROPOSAL 1


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


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.


			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.


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;


•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.


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.