Gibraltar Industries, Inc DEF 14A, filed Apr 1, 2024

Gibraltar Industries, Inc. (ROCK)

DEF 14A 2024-04-01 For: 2023-12-31

View Original

Added on June 12, 2026

About this DEF 14A

Gibraltar Industries, Inc filed this DEF 14A on April 1, 2024.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Check the appropriate box:

			Preliminary Proxy Statement
			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
			Definitive Proxy Statement
			Definitive Additional Materials
			Soliciting Material under §240.14a-12


Payment of Filing Fee (Check all boxes that apply):

			No fee required
			Fee paid previously with preliminary materials
			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


			By Order of the Board of Directors

			Katherine E. Bolanowski General Counsel, Vice President and Secretary
Buffalo, New York
April 1, 2024


TABLE OF CONTENTS

1			PROXY SUMMARY
6			PROPOSAL 1 - ELECTION OF DIRECTORS
12			CORPORATE GOVERNANCE
21			CORPORATE SOCIAL RESPONSIBILITY
24			COMPENSATION OF DIRECTORS
26			DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
27			PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”)
29			COMPENSATION DISCUSSION AND ANALYSIS
29			Executive Summary
30			Say-on-Pay Vote Results and Response
31			Compensation Philosophy and Pay-for-Performance
33			Distinguishing Awarded Compensation from Realized Compensation
35			Design of the Compensation Program
37			Elements of Our Compensation Program
43			Long-Term Incentive Compensation Grant Practices
43			Clawback Policy
44			Executive Stock Ownership Policy
44			Hedging and Pledging Company Securities Policy
44			Tax Considerations
45			COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT
46			COMPENSATION OF EXECUTIVE OFFICERS
46			Summary Compensation Table for 2023, 2022, and 2021
47			Grants of Plan-Based Awards in 2023
48			Outstanding Equity Awards at Fiscal Year End 2023
49			Option Exercises and Stock Vested in 2023
49			Non-qualified Deferred Compensation
50			Pay Ratio
50			Pay Versus Performance
54			Potential Payments on Termination or Change in Control
58			SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
60			PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
60			INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
61			CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
62			AUDIT AND RISK COMMITTEE REPORT
63			ADDITIONAL INFORMATION
64			EQUITY COMPENSATION PLAN INFORMATION
65			OTHER MATTERS
65			STOCKHOLDERS' PROPOSALS
66			HOUSEHOLDING OF ANNUAL MEETING MATERIALS
66			AVAILABILITY OF FISCAL YEAR 202 3 ANNUAL REPORT
A-1			APPENDIX A - NON-GAAP MEASUREMENTS


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 April 30, 2024 for shares held directly and by 11:59 p.m. Eastern Time on April 26, 2024 for shares held in 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/ROCK2024. 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			Sign, date and return your proxy card or voting instruction form to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.


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. )


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

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


Notice of 2024 Annual Meeting of Stockholders and Proxy Statement


April 1, 2024 Dear Fellow Stockholders of Gibraltar: We are pleased to invite you to the 2024 Annual Meeting of Stockholders of Gibraltar Industries, Inc. to be held on Wednesday, May 1, 2024 at 11:00 A.M., Eastern Time, in a virtual format at www.virtualshareholdermeeting.com/ROCK2024. 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 you with 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 of 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 1, 2024

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Gibraltar Industries, Inc., a Delaware corporation (the “Company”), will be held on Wednesday, May 1, 2024, at 11:00 A.M., Eastern Time (the “2024 Annual Meeting”). The 2024 Annual Meeting will be held in virtual meeting format. You can attend the 2024 Annual Meeting online, vote your shares electronically and submit your questions during the meeting, by visiting www.virtualshareholdermeeting.com/ROCK2024. 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 2024 Annual Meeting will be held for the following purposes: 1.Election of seven Director nominees named in the accompanying proxy statement, each to hold office for a one-year term until the 2025 Annual Meeting or until a successor has been duly elected and qualified, or until such director's earlier resignation, retirement or other termination of service. 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, 2024. 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 18, 2024, as the record date for the determination of stockholders entitled to receive notice of and to vote at the 2024 Annual Meeting or any adjournment or postponement thereof. Even if you plan to participate in the 2024 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 2024 Annual Meeting does not deprive you of your right to virtually attend the 2024 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 1, 2024 The Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement and the fiscal year 2023 Annual Report are available at www.proxyvote.com.


PROXY SUMMARY

This proxy summary highlights information contained elsewhere in this Proxy Statement for the 2024 Annual Meeting of Stockholders (the "2024 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, 2023 ("fiscal year 2023"), you should review Gibraltar's annual report on Form 10-K for fiscal year 2023. We intend to deliver to our stockholders of record the Notice of Annual Meeting of Stockholders and this proxy statement on or about April 1, 2024.



			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.


About Gibraltar

Gibraltar is a leading manufacturer and provider of products and services for the renewable energy, residential, agtech, and infrastructure markets. Gibraltar's mission is to make life better for people and the planet, fueled by advancing the disciplines of engineering, science, and technology. Gibraltar is innovating to reshape critical markets in sustainable power, comfortable and efficient living, and productive growing throughout North America. Furthermore, Gibraltar strives to create compounding and sustainable value for its stockholders and stakeholders with strong and relevant leadership position in higher growth, profitable end markets focused on addressing some of the world's most challenging opportunities.


Fiscal Year 2023 Company Performance

In 2023, we continued delivering value to our stockholders and stayed focused on key initiatives and our three-pillar strategy. We expanded our market leadership positions, continued to improve our quality of earnings, and generated strong cash flow. Our Residential and Infrastructure businesses delivered solid growth and strong margin expansion, and Renewables delivered excellent margin expansion despite ongoing industry headwinds impacting revenue. Highlights of Gibraltar's 2023 performance and earnings per share ("EPS") in accordance with generally accepted accounting principles in the United States ("GAAP") and adjusted include:


For the year, GAAP and adjusted operating income grew by 34% and 16%, respectively, and adjusted EBITDA grew 15% on essentially flat sales. Through solid margin expansion and improvement in working capital, we generated $218 million of operating cash flow and a free cash flow rate to net sales of 15%. In the fourth quarter of 2023, all four of our segments contributed net sales growth, demonstrating solid momentum going forward and bookings strength resulted in backlog being up 10% as we closed out 2023. As well, our recent acquisition in Residential executed to plan, and during the fourth quarter of 2023, we further optimized our portfolio by divesting our small, non-strategic solar business located in Japan.


Board Diversity Matrix (as of April 1, 2024)
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


Executive Compensation Highlights

The target annual compensation in fiscal year 2023 for William T. Bosway, the Company's President and Chief Executive Officer, consisted of base salary, target annual management incentive compensation plan (including target matching RSUs under the Company's 2018 Management Stock Purchase Plan), target performance stock units ("PSUs"), time-vested restricted stock units ("RSUs"), and other compensation of 401(k) match, health reimbursement account contributions, personal use of Company auto and tax planning. Mr. Bosway's target pay mix for fiscal year 2023 is set forth in the chart. The actual earnings under the performance-based components for Mr. Bosway and our other named executive officers for fiscal year 2023 were as follows:
Annual Management Incentive Compensation Plan ("MICP") The named executive officers received greater than target under the annual MICP as the Company exceeded the targeted levels for 2023 of the annual MICP metrics (adjusted net sales, adjusted EPS, and days working capital). The actual payout percentage was 116.7% for 2023. There were no adjustments made to the performance targets established by the Compensation and Human Capital Committee in early 2023.


Named Executive Officer		Potential Payout At Target			Actual
	Payout Percentage			Payout At Actual
William T. Bosway		$	1,020,000		116.7%	$	1,190,340
Timothy F. Murphy		$	283,853		116.7%	$	331,257
Janet A. Catlett		$	102,667		116.7%	$	119,812
Katherine E. Bolanowski		$	135,332		116.7%	$	157,933
Jeffrey J. Watorek		$	64,375		116.7%	$	75,126


2023 PSUs The named executive officers received greater than target for 2023 as the Company exceeded the targeted level for return on invested capital ("ROIC") for the 2023 performance period. The actual 2023 PSUs achievement was 200% of target for 2023. There were no adjustments made to the performance targets established by the Compensation and Human Capital Committee in early 2023.


Named Executive Officer		Target Compensation from PSU Awards			Actual
	Percentage of PSUs Earned			Earned Compensation from PSU Awards
William T. Bosway		$	1,912,457		200%	$	3,824,914
Timothy F. Murphy		$	473,051		200%	$	946,102
Janet A. Catlett		$	179,661		200%	$	359,322
Katherine E. Bolanowski		$	154,655		200%	$	309,310
Jeffrey J. Watorek		$	154,495		200%	$	308,990


(1) Years and percentages calculated based on directors standing for election at 2024 Annual Meeting.


The Certificate of Incorporation of the Company provides that the Board of Directors shall consist of not less than three nor more than fifteen directors. The number of directors may be changed at any time by resolution of the Board of Directors. Our Certificate of Incorporation also requires annual election of directors. Currently, our Board of Directors has eight directors and following the Annual Meeting, our Board of Directors will have seven directors. At the Annual Meeting, seven directors shall be elected to hold office for a one-year term expiring in until the 2025 Annual Meeting or until a successor has been duly elected and qualified, or until such director's earlier resignation, retirement or other termination of service. Following the recommendation by the Nominating, Governance and Corporate Social Responsibility Committee, the Board of Directors has nominated Mark Barberio, William Bosway, Gwendolyn Mizell, Linda Myers, James Nish, Atlee Valentine Pope, and Manish Shah for re-election. Following his determination to retire from serving on the Board of Directors, Craig Hindman is not standing for re-election at the Annual Meeting. The Board of Directors has determined that all nominees, other than Mr. Bosway, our Chairman of the Board, President and Chief Executive Officer, are independent directors under the applicable independence standards of the Nasdaq Stock Market ("Nasdaq") and the Securities and Exchange Commission ("SEC"). Unless instructions to the contrary are received, the persons named as proxies in the attached proxy card intend to vote the shares represented by proxies FOR the election of all nominees as directors, each of whom has consented to serve as a director if elected. If any nominee becomes unavailable for election for any reason, the Board of Directors may designate a substitute nominee and the persons named as proxies intend to vote the shares represented by the proxies solicited herewith for such other person or persons as the Board of Directors shall designate. Alternatively, the Board of Directors may reduce its size. The Board of Directors believes that directors should satisfy a number of qualifications, including demonstrated integrity, a record of personal accomplishment, and a commitment to participation in board activities. In recommending the nominees for re-election, the Company's Nominating, Governance and Corporate Social Responsibility Committee considers qualified candidates who will provide the Board of Directors with dedicated service, strong business-related skills and experience, and diversity, as such qualifications are described below under the caption "Director Nomination Process." The table below summarizes the key experience, qualifications, and attributes for each director nominee and highlights the balanced mix of experience, qualifications, and attributes of the Board of Directors as a whole. The Nominating, Governance and Corporate Social Responsibility Committee considered these qualifications in determining to recommend to the Board of Directors that the current directors be nominated for re-election. This high-level summary is not intended to be an exhaustive list of each director nominee's skills or contributions to the Board of Directors. No individual experience, qualification, or attribute was solely determinative in the Board of Directors' decision to re-elect any of the seven nominees.


Director Tenure	Age Distribution	Diversity

0-3 years (2 of 7 director nominees) 4-7 years (4 of 7 director nominees) 8-10 years (1 of 7 director nominees)	age 56-61 (4 of 7 director nominees) age 62-67 (2 of 7 director nominees) age 68-72 (1 of 7 director nominees)	Diverse (4 of 7 director nominees) Female (3 of 7 director nominees) Racially or ethnically diverse (2 of 7 director nominees)


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 Barberio has served as a Director of the Company since 2018. He brings to the Board of Directors more than 30 years of senior management and board experience across a variety of industries at both public and private companies. He is and has been principal of Markapital, LLC, a business and M&A consulting firm, since 2013. Prior to forming Markapital, he led Mark IV, LLC (now Dayco, LLC), a global diversified manufacturing company, where he served in a variety of positions, including as Co-CEO and CFO. Other Current Public Board Directorships: Mr. Barberio was elected to the board of Endo International plc. in February 2020 and in June 2021 was elected Non-Executive Chairman. He is a member of the Audit and Finance Committee, Compensation and Human Capital Committee, Governance and Social Responsibility Committee, the Compliance Committee, and Chairman of the Strategic Planning Committee. Mr. Barberio joined the Extra Space Storage, Inc. board in July 2023 following its merger with Life Storage, Inc., of which he was an independent director from 2015 and Non-Executive Chairman from May 2018 through July 2023. He was a member of the Compensation and Human Capital Committee and Governance, Nominating and Corporate Social Responsibility Committee. Director Qualifications: Mr. Barberio’s qualifications to serve on the Board of Directors include his extensive experience as a CEO and CFO in strategy development, finance, operational oversight, real estate, capital markets, acquisitions and investor relations. In addition to the aforementioned directorships, he was a board member of Exide Technologies, a privately-held global energy storage solution company from April 2015 through October 2020. He is also a member of the board of Trustees of Rochester Institute of Technology and Chairman of the Audit Committee.
Director Since: June 2018 Board Committees: •Audit and Risk •Capital Structure and Asset Management Age: 61 Background and Skills: •Senior Leadership •Governance •Human Capital •Finance •Operations •Portfolio Management


WILLIAM T. BOSWAY

			Professional Experience: William Bosway has served as President, Chief Executive Officer and a Director of the Company since January 2019, and Chairman of the Board of Directors since January 2022. He joined the Company from Dover Corporation, a diversified global manufacturer, where he was President and Chief Executive Officer of the Refrigeration and Food Equipment Division from June 2016 to December 2018. Prior to joining Dover Corporation, he was employed by Emerson Electric Co., a global manufacturer of industrial, commercial and consumer products, where he held the position of Group Vice President, Solutions & Technology for Emerson Climate Technologies from May 2008 through June 2016. Other Current Public Board Directorship: In February 2024, Mr. Bosway was elected as an independent member of the board of Sterling Infrastructure, Inc., a Nasdaq listed corporation specializing in e-infrastructure solutions, transportation solutions, and building solutions. He is a member of the Audit Committee and the Corporate Governance and Nominating Committee of the board of Sterling Infrastructure, Inc. Director Qualifications: Mr. Bosway’s qualifications to serve as a member of the Board of Directors include his strong leadership skills and significant experience in driving organic and acquisition growth, his breadth of experience in a variety of global industrial markets, and his proficiency in manufacturing operations.
Chairman of the Board, President and Chief Executive Officer Director Since: January 2019 Age: 58 Background and Skills: •Senior Leadership •Corporate Social Responsibility •Human Capital •Marketing •Operations •Portfolio Management


GWENDOLYN G. MIZELL

			Professional Experience: Gwendolyn Mizell has served as a Director of the Company since February 2021. She began her career with Ameren Corporation in 2015 as Director of Diversity and Inclusion and has been promoted through various levels of leadership in Corporate Social Responsibility, Sustainability, Electrification and Innovation. Today, Ms. Mizell is the Senior Vice President, Chief Sustainability, Diversity and Philanthropy Officer of Ameren and she is a member of the Ameren Executive Leadership Team. As the Senior Vice President, Chief Sustainability, Diversity and Philanthropy Officer, Ms. Mizell is responsible for developing and executing sustainability strategy across the company, aligning Diversity Equity and Inclusion and Corporate Philanthropy for maximum community, customer and social impact and regularly reports to the Ameren Board of Directors and its committees. She chairs the Sustainability Executive Steering Committee, a cross-functional team of company leaders, designed to ensure alignment between Sustainability and corporate strategy. Prior to joining Ameren, Ms. Mizell was President and Chief Executive Officer of GSM Development LLC, a business services firm supporting utilities across the US. Over her career, she has held positions of increasing responsibility with Westinghouse, Siemens, ABB, Calpine and KEMA Corporation. While at Westinghouse, she was responsible for air, water and acoustic compliance for power stations with modified environmental controls systems. Director Qualifications: Ms. Mizell’s qualifications to serve on the Board of Directors include her experience in strategy development, ESG, corporate social responsibility, diversity, equity and inclusion and power operations. Ms. Mizell serves on several industry boards (EEI Sustainability Committee (Co-chair) and AABE (Sustainability Committee Chair)) and Community/Non-Profits boards (Cardinal Ritter College Prep, The Scholarship Foundation, St. Loius County Workforce Investment Board and Archway (MO) Chapter of the Links, Inc.). Savoy Maganize recognized Ms. Mizell as one of 2022's Most Influential Black Executives in Corporate America.
Director Since: February 2021 Board Committees: •Compensation and Human Capital •Nominating, Governance and Corporate Social Responsibility Age: 62 Background and Skills: •Senior Leadership •Corporate Social Responsibility •Human Capital •Marketing •Operations


LINDA K. MYERS

			Professional Experience: Linda Myers has served as a Director of the Company since February 2020. Ms. Myers retired in February 2022 from Kirkland & Ellis LLP (“Kirkland”), a law firm with a national and international presence, where she was employed since 1994. Ms. Myers was a member of Kirkland's Global Management Committee from 2010 to 2020 and has 3 decades of experience advising clients. As a senior partner and one of the original members of Kirkland's Debt Finance Practice Group, Ms. Myers’ focused on transactions for private equity groups, commercial lending institutions and major private and public companies. Additionally, Ms. Myers has served on several management committees at Kirkland, including Audit, Finance, and Associate and Partner Compensation, and served as the Chair of Kirkland’s Administrative Committee from 2009 until her retirement. Ms. Myers serves as a member of the board of directors of several private companies and community and cultural organizations and chairs committees of the boards for some of these organizations including Human Resource/Compensation and Nominating and Membership. Other Current Public Board Directorships: In November 2022, Ms. Myers was elected as an independent member of the board of LCI Industries, a NYSE-listed international manufacturer and supplier of components for the recreation and transportation product markets. She is the Chair of the Corporate Governance, Nominating, and Sustainability Committee, and a member of the Risk Committee and the Strategy, Acquisition, and Capital Deployment Committee of the board of LCI Industries. Director Qualifications: Ms. Myers’ qualifications to serve on the Board of Directors include her demonstrated leadership skills as head of Kirkland’s Debt Finance Practice Group, her significant experience advising major public and private companies with respect to sophisticated financing transactions, and her wide exposure to issues encountered in the management of a global organization which she has acquired through her many committee memberships at Kirkland. In addition, in January 2024, Ms. Myers was appointed as an independent Non-Executive Director and Chair of the Remuneration Committee of Marex Group plc, a privately-held diversified global financial services platform that in December 2023 filed for an initial public offering in the United States. Ms. Myers also serves Chair of the Board for the National Philanthropic Trust, a Donor Advisory Fund business, and is the Chair of the Executive Committee and member of the Nominating and Governance Committee.
Director Since: February 2020 Board Committees: •Audit and Risk •Capital Structure and Asset Management •Compensation and Human Capital •Nominating, Governance and Corporate Social Responsibility (Chair) Age: 60 Background and Skills: •Senior Leadership •Governance •Corporate Social Responsibility •Human Capital •Finance •Legal


JAMES B. NISH

			Professional Experience: James Nish has served as a Director of the Company since 2015. He brings to the Board of Directors over 25 years of investment banking experience serving clients in a variety of international industrial manufacturing markets. Most recently, he led the Mid-Cap Corporate Investment Banking team at J.P. Morgan Chase until his retirement. Prior to that, he was head of the Industrial Manufacturing Group at Bear Stearns, where he worked for 22 years. Other Current Public Board Directorships: In February 2024, Mr. Nish was elected to the board of Cadeler A/S, a NYSE-listed company that focuses on marine-based renewable energy by owning and operating wind turbine installation vessels and providing related services that serves offshore wind farm developers and integrated energy companies. Prior to that he was an independent director and served on the board of Eneti, Inc. from 2016 through December 2023 until its merger with Cadeler A/S. He serves as Chairman of the Audit Committee of Cadeler A/S. Director Qualifications: Mr. Nish’s qualifications to serve on the Board of Directors include his experiences centered on helping global industrial manufacturing companies accelerate their growth through mergers, acquisitions, and capital market transactions. A Certified Public Accountant, he has extensive experience in accounting, finance, personnel assessments, and served until 2023 as an adjunct professor at Baruch College and Pace University where he taught both undergraduate business and MBA courses. Additionally, he serves on the board of Alert 360, a privately-held home automation company.
Director Since: July 2015 Board Committees: •Audit and Risk (Chair) •Capital Structure and Asset Management (Chair) Age: 65 Background and Skills: •Senior Leadership •Governance •Corporate Social Responsibility •Finance •Operations •Portfolio Management


ATLEE VALENTINE POPE

			Professional Experience: Atlee Valentine Pope has served as a Director of the Company since February 2020, and Lead Independent Director since January 2022. Ms. Pope served as the Chief Executive Officer of Blue Canyon Partners, Inc. (“Blue Canyon”), a business-to-business growth strategy consulting firm which she co-founded in 1998. Ms. Pope was President of Blue Canyon from its inception in 1998 through 2013 at which time Ms. Pope became Chief Executive Officer. In addition to her responsibilities as Chief Executive Officer of Blue Canyon, Ms. Pope served client firms in the area of global value creation, price realization, and digital strategies. Prior to serving as President of Blue Canyon, Ms. Pope served as an Executive Director of Baker & Company, a privately-held consulting firm which served the automotive and telecommunications industries. Ms. Pope has over 35 years of experience in advising Fortune 500 boards and c-suite executives. Director Qualifications: Ms. Pope’s qualifications to serve on the Board of Directors include her demonstrated leadership skills as an executive at Blue Canyon and her significant experience with designing global growth strategies and actions plans.
Lead Independent Director Director Since: February 2020 Board Committees: •Audit and Risk •Capital Structure and Asset Management •Compensation and Human Capital •Nominating, Governance and Corporate Social Responsibility Age: 68 Background and Skills: •Senior Leadership •Governance •Human Capital •Finance •Marketing •Operations •Portfolio Management


MANISH H. SHAH

			Professional Experience: Manish Shah has served as a Director of the Company since February 2021. Since September 2022, Mr. Shah has served as Chief Digital Transformation Officer at ServiceNow, an IT service management and workflow automation company. Mr. Shah is and has been the founder and principal member of Gnosis Advisory Group, a business leadership advisory firm, since December 2021. Prior to Gnosis Advisory Group, Mr. Shah served as Senior Vice President and Chief Information Officer of Community Health Systems responsible for patient digital experience across eighty-five hospitals operating in sixteen states from 2013 to 2020. Mr. Shah also oversaw the technology and digital systems development and implementation supporting the Community Health Systems’ various businesses and functions with his primary focus on digital transformation, interoperability exchange, and business intelligence and analytics. Prior to Community Health Systems, Mr. Shah was Senior Vice President of IT Infrastructure for Aurora Health Care. Director Qualifications: Mr. Shah’s qualifications to serve on the Board of Directors include his experience in senior leadership and implementation across business systems technology, digital business models, and cyber security. In 2021, Mr. Shah accepted a Board of Trustees role at National Philanthropic Trust and is a member of the Audit and Risk Committee and Human Resource Committee. Mr. Shah was previously a member of The Heritage Healthcare Technology Fund, the Nashville Technology Council, The Center for Medical Interoperability, Google Productivity & Collaboration Customer Advisory Board, and an Advisory Board member for both AT&T and Verizon.
Director Since: February 2021 Board Committees: •Audit and Risk •Nominating, Governance and Corporate Social Responsibility Age: 59 Background and Skills: •Senior Leadership •Governance •Corporate Social Responsibility •Digital •Finance •Operations •Portfolio Management


			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 at the time. Under the Company’s Second Amended and Restated Bylaws, the Chair of the Board presides over meetings of the Board of Directors and meetings of the stockholders, while the CEO has general authority for strategic initiatives involving the business and operational affairs of the Company, subject to the supervision and oversight of the Board of Directors. Currently, the Company's leadership structure includes the combined role of Chair of the Board and CEO, held by Mr. Bosway. The Board of Directors believes combining the role of Chair of the Board and CEO brings to the Board of Directors important expertise and leadership and enhances decisive strategic direction and strong execution and is in the best interests of the Company and its stockholders at the time. The skills and experience of Mr. Bosway are well suited for the role of Chair, putting the Board of Directors in a strong position to oversee strategy development, understand market developments, and mitigate risk appropriately. To ensure strong independent leadership on the Board of Directors, under the Company's corporate governance guidelines, if the roles of Chair of the Board and the CEO are combined, the independent directors annually appoint a Lead Independent Director to strengthen the Board of Directors' independent oversight of the policies and strategies of the Company's management. The Company's Lead Independent Director has significant authority in facilitating the Board of Directors' independent oversight of management, with key duties and responsibilities including: •Preside at all meetings of the Board of Directors at which the Board Chair is not present; •Collaborate with the Board Chair in determining the need for special meetings of the Board of Directors; •Call meetings or executive sessions of the independent members of the Board of Directors; •Preside at all executive sessions of the independent members of the Board of Directors; •Act as principal liaison between the Board Chair and the independent members of the Board of Directors relating to matters which are not the responsibility of any of the standing committees of the Board of Directors; •Consult with the Board Chair regarding topics to be considered at Board of Director meetings and information provided with respect to such topics;


•Approve Board of Directors meeting agendas; •Consult with the Board Chair regarding engagement of consultants by the Board of Directors; and •Be available for direct communication with major stockholders or other major stakeholders, in consultation with management and the chair of the applicable board committee, as appropriate The Board of Directors believes that an effective Lead Independent Director, such as Ms. Pope, who has significant and clear delineated responsibilities described above, ensures strong, independent oversight of management and promotes effective governance and board efficiency. The Board of Directors believes that this leadership structure ensures that each director's experience, knowledge and insight is leveraged to provide strategic guidance in a demanding and rapidly changing business environment. In addition, the independent directors of our Board of Directors meet in executive session at each quarterly board meeting and the Lead Independent Director provides feedback on any matters that arise in such executive sessions directly to the Chair and Chief Executive Officer. All of the Board of Directors’ key committees - the Audit and Risk Committee; the Capital Structure and Asset Management Committee; the Compensation and Human Capital Committee; and the Nominating, Governance and Corporate Social Responsibility Committee (collectively the "Committees") - are comprised solely of and led by independent directors.


Board Retirement Policy and Tenure Our corporate governance guidelines require our non-employee directors to submit an offer to resign from the Board of Directors to the Chair of the Nominating, Governance and Corporate Social Responsibility Committee upon reaching the age of 72, and following each succeeding birthday. We do not have any other tenure limitations, as we believe our retirement policy and succession planning to replace natural turnover achieve the appropriate balance between maintaining long-term directors with deep institutional knowledge and refreshing the Board of Directors with new directors who bring new perspectives and diversity to the Board of Directors. Whenever possible, we structure director retirements and new director appointments to overlap so institutional knowledge can be transferred to new directors. As of March 18, 2024, the Company's average tenure for directors standing for election is five years of service.