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. ) |
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Preliminary Proxy Statement | |||||
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Definitive Proxy Statement | |||||
Definitive Additional Materials | |||||
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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Notice of Meeting of Stockholders and Proxy Statement |
April Dear Fellow Stockholders of Gibraltar: We are pleased to invite you to the 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, |
William T. Bosway Chairman of the Board, President and Chief Executive Officer | Atlee Valentine Pope Lead Independent Director |
3556 Lake Shore Road PO Box 2028 Buffalo, New York 14219-0228 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY | ||
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.Election of eight Director nominees named in the accompanying proxy statement, each to hold office for a one-year term until the 2.Advisory vote to determine stockholder preference on whether future Say-on-Pay votes should occur every one, two, or three years (the "Say-When-on-Pay" vote). 3.Advisory approval of the Company's executive compensation (the "Say-on-Pay" vote). 6.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, The Board of Directors has fixed the close of business on March Even if you plan to participate in the |
By Order of the Board of Directors | |||||
Katherine E. Bolanowski General Counsel, Vice President and Secretary | |||||
Buffalo, New York | |||||
April | |||||
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held May The Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement and the fiscal year |
TABLE OF CONTENTS | |||||
A-1 | APPENDIX A - NON-GAAP MEASUREMENTS | ||||
B-1 | APPENDIX B - AMENDED AND RESTATED | ||||
C-1 | APPENDIX C - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION |
PROXY SUMMARY | ||
This proxy summary highlights information contained elsewhere in this Proxy Statement for the We intend to mail to our stockholders of record the Notice of Annual Meeting of Stockholders and this proxy statement on or about April |
ABOUT THE | |||||||||||||||||||||||
WHEN | WEBCAST | RECORD DATE | |||||||||||||||||||||
Wednesday, May 3, 2023 11:00 a.m. (Eastern Time) | www.virtualshareholdermeeting.com/ | March |
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. | ||||||||
The following proposals will be addressed at the Annual Meeting. | ||||||||||||||||||||||||||
Proposal | Board Recommendation | Reasons for Board Recommendation | More Information | |||||||||||||||||||||||
1 | Election of Directors | FOR each nominee | The Board of Directors and Nominating, Governance and Corporate Social Responsibility Committee believe that the eight Board candidates possess the skills, experience, and diversity to effectively monitor performance, provide oversight, and advise management on the Company’s long-term strategy. | Page 6 | ||||||||||||||||||||||
2 | Advisory vote to determine stockholder preference on whether future Say-on-Pay votes should occur every one, two, or three years ("Say-When-on-Pay") | FOR every one year | The Board recommends having a Say-on-Pay vote each year so that stockholders have the opportunity to regularly express their views regarding the Company's compensation program. | Page 26 | ||||||||||||||||||||||
3 | Advisory approval of the Company’s executive compensation (Say-on-Pay) | FOR | The Board of Directors believes that the Company’s executive compensation programs demonstrate the continuing focus by the Company on a pay for performance philosophy. | Page | ||||||||||||||||||||||
4 | Approval of the Gibraltar Industries, Inc. Amended and Restated | FOR | The Board of Directors | Page | ||||||||||||||||||||||
PROXY SUMMARY |
Proposal | Board Recommendation | Reasons for Board Recommendation | More Information | |||||||||||||||||||||||
5 | Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to add a provision designating the state and federal courts of the State of Delaware as the exclusive forums in which certain claims may be brought against the Company | FOR | The Board of Directors believes that the Company and its stockholders will benefit from amending the Company’s Certificate of Incorporation to require certain corporate claims to be brought in Delaware, which provides a streamlined, organized and efficient forum to resolve such disputes. | Page 67 | ||||||||||||||||||||||
6 | Ratification of Ernst & Young LLP as our Independent Registered Public Accounting Firm | FOR | Based on the Audit and Risk Committee’s assessment of Ernst & Young’s qualifications and performance, the Board of Directors and the Audit and Risk Committee believe that its retention for fiscal year | Page |
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 During the Meeting - Go to www.virtualshareholdermeeting.com/ | ||||
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 in the enclosed envelope. |
PROXY SUMMARY |
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. |
Fiscal Year | ||
Highlights of Gibraltar's |
NET SALES | GAAP EPS | ADJUSTED EPS | ||||||||||||||||||
$1.34B | $2.25 | $2.78 | ||||||||||||||||||
increased 29.8% from $1.03B in 2020 | decreased 11.1% from $2.53 in 2020 | increased 1.8% from $2.73 in 2020 |
NET SALES | GAAP EPS | ADJUSTED EPS | ||||||||||||||||||
$1.4B | $2.56 | $3.40 | ||||||||||||||||||
increased 4% from $1.3B in 2021 | increased 14% from $2.25 in 2021 | increased 22% from $2.78 in 2021 |
•generated net sales •increased GAAP and •increased GAAP and adjusted •acquired a business to expand our •made the decision to exit our |
Board Diversity Matrix (as of April 3, 2023) | ||||||||||||||||||||||||||
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 |
PROXY SUMMARY |
Executive Compensation Highlights | ||||||||
The target annual compensation in fiscal year The actual earnings under the performance-based components for Mr. Bosway and our other named executive officers for fiscal year | ||||||||
Annual Management Incentive Compensation Plan (MICP) The named executive officers |
Named Executive Officer | Potential Payout At Target | Actual | ||||||||||||||||||
Payout Percentage | Payout At Actual | |||||||||||||||||||
William T. Bosway | $ | 990,000 | 69% | $ | 683,100 | |||||||||||||||
Timothy F. Murphy | $ | 275,586 | 69% | $ | 190,154 | |||||||||||||||
Katherine E. Bolanowski | $ | 129,505 | 69% | $ | 89,358 | |||||||||||||||
Jeffrey J. Watorek | $ | 62,500 | 69% | $ | 43,125 | |||||||||||||||
Patrick M. Burns (1) | $ | 275,586 | 69% | $ | 190,154 | |||||||||||||||
Elizabeth R. Jensen (2) | $ | 132,860 | 69% | $ | 91,673 |
2022 PSUs The named executive officers |
Named Executive Officer | Target Compensation from PSU Awards | Actual | ||||||||||||||||||
Percentage of PSUs Earned | Earned Compensation from PSU Awards | |||||||||||||||||||
William T. Bosway | $ | 1,856,250 | 60.5% | $ | 1,123,018 | |||||||||||||||
Timothy F. Murphy | $ | 459,310 | 60.5% | $ | 277,864 | |||||||||||||||
Katherine E. Bolanowski | $ | 148,005 | 60.5% | $ | 89,535 | |||||||||||||||
Jeffrey J. Watorek | $ | 150,000 | 60.5% | $ | 90,757 | |||||||||||||||
Patrick M. Burns (1) | $ | 459,310 | 60.5% | $ | 277,864 | |||||||||||||||
Elizabeth R. Jensen (2) | $ | 265,720 | 60.5% | $ | 160,740 |
(1) Burns served as Chief Operating Officer through his last date of employment on December 30, 2022 and will receive his MICP payout at actual and earned 2022 PSUs. (2) Jensen served as Vice President and Chief Human Resource Officer through her last date of employment on January 13, 2023, and will receive her MICP payout at actual, but will not receive any 2022 PSUs. |
PROXY SUMMARY |
Compensation Governance Focused on Pay-for-Performance | ||||||||||||||
What We Do | What We Don’t Do | |||||||||||||
Deliver a significant portion of executive compensation in the form of at-risk, performance-based compensation | X | Have single-trigger change-in-control agreements | ||||||||||||
Set performance goals for stock-based incentives on ROIC based in part on consultation with significant stockholders | X | Provide double-trigger change-in-control cash benefits greater than 275% of cash compensation | ||||||||||||
Limit the maximum payout that can be received in our annual cash incentive plan to 200% of target | X | Maintain a supplemental executive retirement plan | ||||||||||||
Reward certain executives with performance-based compensation awards linked to relative total stockholder return | X | Allow our directors and employees to enter into hedging and pledging transactions with Gibraltar stock | ||||||||||||
Require our directors and executive officers to satisfy stock ownership guidelines | X | Provide excise tax gross-ups upon a change in control | ||||||||||||
Engage in a rigorous target-setting process and use multiple performance metrics for the annual cash incentive plan | X | Provide tax gross-ups on executive benefits and perquisites | ||||||||||||
Maintain a Clawback | X | Grant discounted stock options or reload or re-price stock options without stockholder approval | ||||||||||||
Reasonable use of executive perquisites | ||||||||||||||
Focus on mitigating undue risk in compensation programs |
Governance Highlights | ||
Annual Election of All Directors | Annual Board and Committee Self-Evaluations | Yes | ||||||||||||
Average Age of Directors Standing for Election (Years) | 61 | Risk Oversight by Full Board and Committees | Yes | |||||||||||
Average Director Tenure (Years) | 4 | Stock Ownership Guidelines for Non-Employee Directors and Executive Officers | Yes | |||||||||||
Percentage of Women on Board | Yes | |||||||||||||
Separate Chair and CEO | No | Clawback Policy | Yes | |||||||||||
Independent Lead Director | Yes | Annual Advisory Approval of Executive Compensation | Yes | |||||||||||
Classified Board | ||||||||||||||
No |
2018 | 1 | new independent director | ||||||||||||
2019 | 1 | new director | ||||||||||||
2020 | 2 | new independent directors | ||||||||||||
2021 | 2 | new independent directors | ||||||||||||
Board Diversity Matrix (as of April 1, 2022) | ||||||||||||||||||||||||||
Total Number of Directors | 9 | |||||||||||||||||||||||||
Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||||||||||||||||
Part I: Gender Identity | ||||||||||||||||||||||||||
Directors | 3 | 6 | 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 Latin | 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 | 1 |
PROPOSAL 1 - ELECTION OF DIRECTORS |
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. |
At the Annual Meeting, eight directors shall be elected to hold office for a one-year term expiring in until the 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 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 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 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. No individual experience, qualification, or attribute was solely determinative in the Board's decision to re-elect any of the eight nominees. |
Director Nominee | Director Since | Number of Other Public Boards | Backgrounds and Skills | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SL | G | C | HC | F | L | M | O | PM | D | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark G. Barberio * | 2018 | Two | l | l | l | l | l | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
William T. Bosway | 2019 | None | l | l | l | l | l | l | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Craig A. Hindman * | 2014 | None | l | l | l | l | l | l | l | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gwendolyn G. Mizell * | 2021 | None | l | l | l | l | l | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Linda K. Myers * | 2020 | l | l | l | l | l | l | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
James B. Nish * | 2015 | One | l | l | l | l | l | l | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Atlee Valentine Pope * | 2020 | None | l | l | l | l | l | l | l | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Manish H. Shah * | 2021 | None | l | l | l | l | l | l | l |
* Independent Director | |||||||||||||||||||||||
SL | Senior Leadership | HC | Human Capital | M | Marketing | PM | Portfolio Management | ||||||||||||||||
G | Governance | F | Finance | O | Operations | D | Digital | ||||||||||||||||
C | Corporate Social Responsibility | L | Legal |
PROPOSAL 1 - ELECTION OF DIRECTORS |
Director Tenure | Age Distribution | Diversity | ||||||||||||
0-3 years ( 4-8 years (4 of 8 director nominees) | age 56-61 (5 of 8 director nominees) age 62-67 (2 of 8 director nominees) | Diverse (4 of 8 director nominees) | Racially or ethnically diverse (2 of 8 director nominees) |
Nominees |
The following biographies set forth the business experience during at least the past five years of each director and |
MARK G. BARBERIO | ||||||||
Professional Experience: Mark Barberio has served as a Director of the Company since Other Current Public Board Directorships: He has been an independent director of NYSE-listed Life Storage, Inc. since 2015 and in May 2018 was elected Non-Executive Chairman. He is a member of the Compensation and Human Capital Committee and Governance, Nominating and Corporate Social Responsibility Committee. In February 2020, Mr. Barberio was elected to the board of Endo International plc. 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. 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 Qualifications: Mr. Barberio’s qualifications to serve on the | ||||||||
Director Since:June 2018 Board Committees: •Audit and Risk •Capital Structure and Asset Management Age: Background and Skills: •Senior Leadership •Governance •Finance •Operations •Portfolio Management |
PROPOSAL 1 - ELECTION OF DIRECTORS |
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 Director Qualifications: Mr. Bosway’s qualifications to serve as a member of the | ||||||||
Chairman of the Board and Chief Executive Officer Director Since:January 2019 Age: Background and Skills: •Senior Leadership •Corporate Social Responsibility •Human Capital •Marketing •Operations •Portfolio Management |
CRAIG A. HINDMAN | ||||||||
Professional Experience: Craig Hindman has served as a Director of the Company since 2014. He is a global executive with more than 35 years of leadership experience across multiple industry segments. Most recently, Mr. Hindman was Executive Vice President and Chief Executive Officer of the Industrial Packaging Group of businesses at ITW. In that role, he was responsible for 110 business units operating in 30 countries. He led the group through two acquisitions before leading the sale of the Industrial Packaging Group to The Carlyle Group in 2014. Prior to leading the Industrial Packaging Group, Mr. Hindman spent more than two decades in ITW’s Construction Products Group. Additionally, he serves as a director of a number of not-for-profit organizations and private companies, including Wilsonart International for which he serves as a member of the Compensation Committee. Director Qualifications: Mr. Hindman’s qualifications to serve on the | ||||||||
Director Since:October 2014 Board Committees: •Compensation and Human Capital (Chair) • Age:68 Background and Skills: •Senior Leadership •Governance •Human Capital •Finance •Marketing •Operations •Portfolio Management |
PROPOSAL 1 - ELECTION OF DIRECTORS |
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 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. Ms. Mizell was appointed to the St Louis County Workforce Investment Board, serves on the national board for the American Association of Blacks in Energy, the EEI Sustainability Committee, the Conference Board Sustainability Council and is outgoing Director of the Mathews-Dickey Boys and Girls Club of St Louis. Director Qualifications: Ms. Mizell’s qualifications to serve on the | ||||||||
Director Since:February 2021 Board Committees: •Compensation and Human Capital •Nominating, Governance and Corporate Social Responsibility Age: Background and Skills: •Senior Leadership •Corporate Social Responsibility •Human Capital •Marketing •Operations |
PROPOSAL 1 - ELECTION OF DIRECTORS |
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 NASDAQ listed international manufacturer and supplier of components for the recreation and transportation product markets. She is a member of the Audit Committee, the Corporate Governance, Nominating, and Sustainability Committee, and the Risk Committee of the board of LCI Industries. Director Qualifications: Ms. Myers’ qualifications to serve on the | ||||||||
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: 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 Other Current Public Board Directorships: He also serves on the board and Audit Committee of Eneti, Inc. Director Qualifications: Mr. Nish’s qualifications to serve on the | ||||||||
Director Since:July 2015 Board Committees: •Audit and Risk (Chair) •Capital Structure and Asset Management (Chair) Age: Background and Skills: •Senior Leadership •Governance •Corporate Social Responsibility •Finance •Operations •Portfolio Management |
PROPOSAL 1 - ELECTION OF DIRECTORS |
ATLEE | ||||||||
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 | ||||||||
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: Background and Skills: •Senior Leadership •Governance •Human Capital •Finance •Marketing •Operations •Portfolio Management |
PROPOSAL 1 - ELECTION OF DIRECTORS |
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. 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 Qualifications: Mr. Shah’s qualifications to serve on the | ||||||||
Director Since:February 2021 Board Committees: •Audit and Risk • Responsibility Age:58 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 |
The Board of Directors does not have a policy as to whether the roles of |
Currently, the Company's leadership structure includes the combined role of To ensure strong independent leadership on the Board, 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's 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's independent oversight of management, with key duties and responsibilities including: •Preside at all meetings of the Board at which the Board Chair is not •Collaborate with the Board Chair in determining the need for special meetings of the •Call meetings or executive sessions of the independent members of the •Preside at all executive sessions of the independent members of the •Act as principal liaison between the Board Chair and the independent members of the Board relating to matters which are not the responsibility of any of the standing committees of the •Consult with the Board Chair regarding topics to be considered at Board meetings and information provided with respect to such •Approve Board meeting |
CORPORATE GOVERNANCE |
•Consult with the Board Chair regarding engagement of consultants by the •Be available for direct communication with major stockholders or other major stakeholders, in consultation with management and the The Board 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 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 meet in executive session at each quarterly board meeting and |
Board Retirement Policy and Tenure Our corporate governance guidelines require our non-employee directors to submit an offer to resign from the Board 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 with new directors who bring new perspectives and diversity to the Board. Whenever possible, we structure director retirements and new director appointments to overlap so institutional knowledge can be transferred to new directors. As of March |
Risk Oversight and Management The Board |
Risks may arise in many different areas, including, among many others, business strategy; financial condition; competition for talent; operational efficiency; •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. |
CORPORATE GOVERNANCE |
The Board discusses risk in general terms throughout the year at its meetings as well as risks in relation to specific proposed actions. While the Board 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. 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. 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 Information Security Risk Oversight The Board |
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, |
Independence of Directors The Board of Directors has determined that each of Mark Barberio, Craig Hindman, 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 Board Committees and Related Matters |
CORPORATE GOVERNANCE |
The current composition of the Board of Directors and each board committee as of |
Director | Board of Directors | Audit and Risk Committee | Capital Structure and Asset Management Committee | Compensation and Human Capital Committee | Nominating, Governance and Corporate Social Responsibility Committee | |||||||||||||||||||||||||||||||||
Mark Barberio | M | M* | M | |||||||||||||||||||||||||||||||||||
William Bosway (1) | C | |||||||||||||||||||||||||||||||||||||
Craig Hindman (2) | M | M | C | |||||||||||||||||||||||||||||||||||
Gwendolyn Mizell | M | M | ||||||||||||||||||||||||||||||||||||
Linda Myers (3) | M | M | M | M | C | |||||||||||||||||||||||||||||||||
James Nish | M | C* | C | |||||||||||||||||||||||||||||||||||
Atlee Valentine Pope (4) | L | M | M | M | M | |||||||||||||||||||||||||||||||||
Manish Shah (5) | M | M | M | |||||||||||||||||||||||||||||||||||
M= Member C = Chair L = Lead Independent Director *= Financial Expert |
(1) (2) (3)Myers was appointed chair of the Nominating, Governance and Corporate Social Responsibility Committee effective January 1, 2022. |
CORPORATE GOVERNANCE |
In The Company does not have a policy regarding director attendance at the annual meeting, but they are encouraged to attend. Our |
Audit and Risk Committee | ||||||||
Committee Members: | ||||||||
James Nish (Chair) | Number of meetings in fiscal | |||||||
Mark Barberio | Report: Page | |||||||
* Each committee member is independent as required by the Nasdaq and SEC rules applicable to such committee. | ||||||||
The Audit and Risk Committee acts in accordance with its charter to assist the Board of Directors in its responsibility to oversee: •management's conduct of the Company's financial reporting; •management's establishment and conduct of the Company's systems of internal accounting and financial controls; •the qualifications, engagement, compensation, independence and performance of the Company's independent auditors, the conduct of the annual audit and any other audit, attest or review services, and the engagement of the independent auditors to provide any non-audit services; •the process and activities performed by the Company's internal audit function; •the preparation of the audit committee report; •the Company's legal and regulatory compliance; •the review and ratification or approval on an annual basis, of transactions between the Company and officers, directors and other related parties; •the Company's risk assessment and risk management guidelines and policies; and •the Company's codes of conduct. The Board of Directors has made a determination that each of Mark Barberio and James Nish is an “audit committee financial expert” under the standards established by SEC rules. |
Capital Structure and Asset Management Committee | ||||||||
Committee Members: | ||||||||
James Nish (Chair) | Number of meetings in fiscal | |||||||
Mark Barberio | ||||||||
Note: Manish Shah served on the committee until March 20, 2023. | ||||||||
The Capital Structure and Asset Management Committee acts in accordance with its charter to consult with the Company’s management and assist the Board of Directors in its oversight of the Company’s capital structure, financing activities, merger, acquisition and divestiture transactions, investment decisions and other matters of financial importance to the Company. |
CORPORATE GOVERNANCE |
Compensation and Human Capital Committee | ||||||||
Committee Members: | ||||||||
Craig Hindman (Chair) | Linda Myers | Number of meetings in fiscal | ||||||
Gwendolyn Mizell | Atlee Valentine Pope | Report: Page | ||||||
* Each committee member is independent as required by the Nasdaq rules applicable to such committee. | ||||||||
The Compensation and Human Capital Committee acts in accordance with its charter to The Compensation and Human Capital Committee To fulfill its responsibilities, the Compensation and Human Capital Committee has the authority to retain and obtain advice from advisors. The Compensation and Human Capital Committee employs a nationally recognized compensation consultant, Korn Ferry, |
Nominating, Governance and Corporate Social Responsibility Committee | ||||||||
Committee Members: | ||||||||
Linda Myers (Chair) | Number of meetings in fiscal | |||||||
* Each committee member is independent as required by the Nasdaq rules applicable to such committee. | ||||||||
Note: Craig Hindman served on the committee until March 20, 2023. | ||||||||
CORPORATE GOVERNANCE |
The •identify and • • • • The Nominating, Governance and Corporate Social Responsibility Committee oversees the directors’ continuing education, which includes seminars focused on strategic and governance |
The Nominating, Governance and Corporate Social Responsibility Committee |
Director Nomination Process When the Nominating, Governance and Corporate Social Responsibility Committee recruits new director candidates, the committee seeks to identify candidates for nomination who are highly qualified, willing to serve as a member of the Company’s Board and will be able to serve the best interests of stockholders. The Nominating, Governance and Corporate Social Responsibility Committee considers the following when identifying new director candidates: • • • |
The Nominating, Governance and Corporate Social Responsibility Committee believes that, given the size and complexity of the Company’s operations, the best interests of the Company’s stockholders will be served by a Board The Nominating, Governance and Corporate Social Responsibility Committee identifies candidates from several sources including directors on the Board, Gibraltar’s executive management team, search firms and research, including database and internet searches. All potential candidates for a director role, including directors being nominated for re-election, are considered and evaluated against the qualifications outlined above. |
CORPORATE GOVERNANCE |
Stockholder Recommendations of Nominees The Company has adopted a policy regarding stockholder recommendations of nominees for director to be submitted for evaluation to the Nominating, Governance and Corporate Social Responsibility Committee. A stockholder may, at any time prior to the deadline for the submission of stockholder proposals, recommend a nominee for consideration by the Nominating, Governance and Corporate Social Responsibility Committee by sending a recommendation, in writing, to the Secretary of the Company or any member of the Nominating, Governance and Corporate Social Responsibility Committee, together with such supporting material as the stockholder deems appropriate. Any person recommended by a stockholder in accordance with this policy will be considered by the Nominating, Governance and Corporate Social Responsibility Committee in the same manner and by the same criteria as other potential nominees. During |
Succession Planning Considering the critical importance of executive leadership to Gibraltar’s success, we have a succession planning process that is enterprise-wide for managers up to and including our Chief Executive Officer. Our Board of Directors’ involvement in the process includes a review of succession plans and recommendations as to succession in the event of each executive officer’s termination of employment for any reason. Our Chief Executive Officer provides an annual review to the Board The Board |
Director Education New directors participate in an orientation process to become familiar with the Company. This process includes a review of the Company's strategic plans and businesses, significant financial matters, core values, including ethics, compliance, corporate governance practices and other key policies and practices through a review of Company and Board Each Director is required to complete the Company's annual ethics and compliance and |
Communication with the Board of Directors Stockholders may send communications to the Board of Directors in care of the Secretary at the Company’s headquarters located at 3556 Lake Shore Road, PO Box 2028, Buffalo, NY 14219-0228. All mail from stockholders will be opened and logged. All relevant communication will be forwarded promptly to the Directors. Mail addressed to a particular member of the Board |
Employee, Officer and Director Hedging The Company, pursuant to the terms of its Insider Trading Policy, prohibits all directors, officers, employees, terminated employees and agents from engaging in hedging transactions related to, or from pledging or creating a security interest in, the Company’s common stock, publicly traded debt instruments and restricted stock units they hold. |
CORPORATE SOCIAL RESPONSIBILITY | ||
Over the last The Nominating, Governance and Corporate Social Responsibility Committee provides oversight and strategic guidance on environmental, social and governance matters significant to the Company, including overseeing, reviewing or making recommendations to the Board concerning the Company's governance and corporate social responsibility guidelines and policies. The foregoing oversight and strategic guidance is focused on: • • • • The Compensation and Human Capital Committee provides oversight and strategic guidance on the Company's human capital management including corporate culture, diversity and inclusion, talent management, career development and progression, key executive succession planning, benefit plans and policies, workplace environment and safety, employee relations and other matters impacting the Company's ability to attract and retain a stable and productive workforce. The Company is committed to making a difference in the lives of the people the Company's business touches, and to creating meaningful impact every day through the Company's work and relationships. A sense of responsibility to people and the planet is woven into the core values that define the Company's purpose and drive the Company's culture. These values include: •Make it better - The Company challenges itself and its way of thinking every day to exceed the needs of the Company's customers. •Make it right - The Company cares about doing the right thing for each other, customers, and communities by holding the Company to the highest standards of ethics and safety. •Make it together - The Company works collaboratively with customers and each other - teamwork sets the Company apart. The Company works to create a culture that is inclusive of different perspectives and experiences. •Make an impact - The Company is here to make a difference. The Company drives change and delivers meaningful value to customers, investors, and community. We recognize the close connection between corporate governance and social responsibility, and the importance of developing clear priorities and lines of accountability for the Company and its impact as we operate and grow. A collaboration between the Board, the Company's business leaders, and employees drives the strategic direction and management of our key priorities, and the structure and processes of our governance efforts reflect our commitment to continuous improvement. |
CORPORATE SOCIAL RESPONSIBILITY |
CORPORATE SOCIAL RESPONSIBILITY |
In •Gibraltar conducted seven comprehensive energy audits at critical manufacturing plants, identifying opportunities to reduce energy consumption and increase energy efficiency. •The company decreased energy intensity by Net Sales 8.2% from 64.7 MWh in 2020 to 59.4 MWh in 2021. •Gibraltar has built greater diversity of thought, experience and perspective on its Board of Directors with a broadened range of skills and tenure and expanded the responsibilities of its CSR A copy of the Company's CSR Report is available on the Company's website under "Corporate Social Responsibility." Gibraltar is dedicated to making a positive impact through a commitment to Corporate Social Responsibility. Our efforts continue to focus on: |
The safety, well-being, and success of our people is our top priority. We are dedicated to developing | |||||||||||
Sharing our success with the communities where we live and work is vital to our | |||||||||||
Our work is firmly rooted in making life better for people and the planet; we innovate in the service of possibility, acting responsibly to create positive, lasting change in our world. We promote sustainability across our value chain, developing products and services for our customers that reduce environmental impact and improve quality of life. |
CSR is integral to our three pillars of business systems, portfolio management and organization development. We have accelerated our initiatives to create a safer work environment, expand the experience base and the diversity of our organization, and to identify opportunities to reduce environmental impact. |
COMPENSATION OF DIRECTORS | ||
Our Compensation and Human Capital Committee engaged Korn Ferry Non-Employee Director Compensation Program The Compensation and Human Capital Committee reviewed information provided by Korn Ferry relating to Board compensation in relation to compensation earned by the directors of our peer group of companies. After this review in April •an annual cash retainer of $65,000; •an annual payment for each Board committee on which he or she serves equal to $10,000; •an additional annual fee of •an additional annual fee to the Chair of the Audit and Risk Committee of $10,000; •an additional annual fee to the Chair of the Compensation and Human Capital Committee of $7,500; •an additional annual fee to the Chair of the Capital Structure and Asset Management Committee of $7,500; and •an additional annual fee to the Chair of the Nominating, Governance and Corporate Social Responsibility Committee of $5,000. All retainers are paid quarterly in The Company does not provide any perquisites to directors, but does reimburse directors for out-of-pocket expenses incurred for continuing education and in attending Board and committee meetings. Directors who are employees or officers of the Company do not receive any additional compensation for Board services. Management Stock Purchase Plan for Non-Employee Directors Our Management Stock Purchase Plan (“MSPP”) permits non-employee directors to defer their receipt of payment of a portion of their cash retainer to an account ("MSPP Deferral Account") established for the Under the MSPP, the amount deferred and to be paid in cash to a non-employee director upon termination of |
Payment of the amount determined above is made to the non-employee director based on an election made by the non-employee director prior to the deferral in either (a) a lump sum, (b) five substantially equal annual installments, or (c) ten substantially equal annual installments, in each case, beginning six months after the date of termination. During the period that the installment payments are being made, the undistributed value of the non-employee director's account will earn interest at a rate equal to the average annualized rate of interest payable on ten-year US Treasury Notes plus two percent (2%). Deferral Plan for Non-Employee Directors Non-employee directors have the right to defer receipt of all, or a portion, of the stock award that they receive. |
2021 Director Compensation | |||||||||||
The table below sets forth the compensation of each non-employee director in 2021. | |||||||||||
Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2) ($) | Total ($) | ||||||||
Mark G. Barberio | 83,301 | 104,976 | 188,277 | ||||||||
Sharon M. Brady | 27,178 | — | 27,178 | ||||||||
Craig A. Hindman | 90,801 | 104,976 | 195,777 | ||||||||
Vinod M. Khilnani | 27,178 | — | 27,178 | ||||||||
Gwendolyn G. Mizell | 71,466 | 104,976 | 176,442 | ||||||||
William P. Montague | 203,301 | 104,976 | 308,277 | ||||||||
Linda K. Myers | 93,658 | 104,976 | 198,634 | ||||||||
James B. Nish | 100,801 | 104,976 | 205,777 | ||||||||
Atlee Valentine Pope | 88,301 | 104,976 | 193,277 | ||||||||
Manish H. Shah | 71,466 | 104,976 | 176,442 |
COMPENSATION OF DIRECTORS |
2022 Director Compensation | |||||||||||
The table below sets forth the compensation of each non-employee director in 2022. | |||||||||||
Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2) ($) | Total ($) | ||||||||
Mark G. Barberio | 85,000 | 105,017 | 190,017 | ||||||||
Craig A. Hindman | 92,500 | 105,017 | 197,517 | ||||||||
Gwendolyn G. Mizell | 85,000 | 105,017 | 190,017 | ||||||||
William P. Montague (3) | 69,082 | 35,011 | 104,093 | ||||||||
Linda K. Myers | 111,836 | 105,017 | 216,853 | ||||||||
James B. Nish | 102,500 | 105,017 | 207,517 | ||||||||
Atlee Valentine Pope | 130,000 | 105,017 | 235,017 | ||||||||
Manish H. Shah | 85,000 | 105,017 | 190,017 |
(1) (2)Represents awards of shares granted under the Amended and Restated 2016 Stock Plan for Non-Employee Directors. The amounts represent the grant date fair value of the award of shares, which is the closing trading price of a share of the Company's common stock on the grant date multiplied by the number of shares subject to the award. The closing price per share of the Company's common stock on May (3)Montague served as a director in 2022 until his retirement from the Board and from all committees of the Board immediately prior to the 2022 Annual Meeting held on May 4, 2022. The closing price per share of the Company's common stock on May 3, 2022 (the grant date) was $39.25. The Company does not pay fractional shares. |
Stock Awards Vested But Not Distributed at Fiscal Year End | |||||||||||
The following chart summarizes the aggregate number of stock awards vested but not distributed at December 31, 2022 for each Director: | |||||||||||
Name | Deferred Share Units (1) (#) | Deferral Units (2) (#) | Aggregate Number of Stock Awards Vested But Not Distributed (#) | ||||||||
Mark G. Barberio | 1,099 | — | 1,099 | ||||||||
Craig A. Hindman | 11,106 | 10,215 | 21,321 | ||||||||
Gwendolyn G. Mizell | 1,256 | 534 | 1,790 | ||||||||
Linda K. Myers | 3,323 | 1,111 | 4,434 | ||||||||
James B. Nish | 9,859 | 4,440 | 14,299 | ||||||||
Atlee Valentine Pope | 5,783 | — | 5,783 | ||||||||
Manish H. Shah | 1,256 | 1,823 | 3,079 |
Stock Awards Outstanding at Fiscal Year End | ||||||||||||||
The following chart summarizes the aggregate number of stock awards outstanding at December 31, 2021 for each Director: | ||||||||||||||
Name | Restricted Shares (1) (#) | Deferred Share Units (2) (#) | Restricted Stock Units (3) (#) | Aggregate Number of Stock Awards Outstanding (#) | ||||||||||
Mark G. Barberio | — | 1,099 | — | 1,099 | ||||||||||
Craig A. Hindman | — | 11,106 | 10,215 | 21,321 | ||||||||||
Gwendolyn G. Mizell | — | 1,256 | 534 | 1,790 | ||||||||||
William P. Montague | 2,000 | 12,362 | 29,931 | 44,293 | ||||||||||
Linda K. Myers | — | 3,323 | — | 3,323 | ||||||||||
James B. Nish | — | 9,859 | 4,440 | 14,299 | ||||||||||
Atlee Valentine Pope | — | 3,323 | — | 3,323 | ||||||||||
Manish H. Shah | — | 1,256 | 712 | 1,968 |
(1) |
Non-Employee Director Stock Ownership Guidelines In accordance with the Company's Stock Ownership Policy, non-employee directors are required to hold 350% of their retainer in shares of the Company's common stock or other permitted equity interest within three years of joining the Board. For purposes of determining value of shares held, shares include common stock owned by the non-employee director, including those owned by spouse and/or minor children, deferred share units, and restricted stock units settled in the Company's common stock. The value of shares held is determined based on current fair market value. |
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY | ||
The following table sets forth certain information regarding the Directors and executive officers of the Company as of March |
Name | Age | Position(s) Held | ||||||||||||
William T. Bosway | Chairman of the Board, President and Chief Executive Officer | |||||||||||||
Timothy F. Murphy | Senior Vice President and Chief Financial Officer | |||||||||||||
Katherine E. Bolanowski | General Counsel, Vice President and Secretary | |||||||||||||
Jeffrey J. Watorek | Vice President and Treasurer | |||||||||||||
Atlee Valentine Pope | Lead Independent Director | |||||||||||||
Mark G. Barberio | Director | |||||||||||||
Craig A. Hindman | Director | |||||||||||||
Gwendolyn G. Mizell | Director | |||||||||||||
Linda K. Myers | Director | |||||||||||||
James B. Nish | Director | |||||||||||||
Manish H. Shah | Director |
The recent business experience of the directors is set forth above under “Proposal 1 - Election of Directors.” The recent business experience of the executive officers who are not also directors is as follows: |
TIMOTHY F. MURPHY was appointed the Company’s Senior Vice President and Chief Financial Officer in April 2017. Prior to April 2017, Mr. Murphy served as the Company’s Treasurer since 2013, Secretary since 2012, and Vice President of Treasury Operations from 2010 to 2013. Mr. Murphy served various roles as a director within the Company’s Finance function from 2004 to 2010. Prior to joining the Company, Mr. Murphy served as a Senior Manager at KPMG. He graduated from the University of Buffalo with a bachelor’s in economics and an MBA with a concentration in accounting. |
KATHERINE E. BOLANOWSKIwas appointed Vice President and Secretary in February 2022 and has served as the Company’s General Counsel since November 2020. Prior to joining the Company, Ms. Bolanowski held positions as Partner and Associate at Kirkland & Ellis LLP from February 2011 to November 2020. Ms. Bolanowski graduated from Pomona College with a bachelor's degree in economics and holds a law degree from The University of Chicago Law School. |
JEFFREY J. WATOREKwas appointed Vice President and Treasurer in April 2017 and also served as the Company's Secretary from April 2017 to February 2022. Prior to April 2017, Mr. Watorek served as the Company’s Director of Financial Planning and Analysis since 2012 and Manager of External Reporting from 2008 to 2012. Prior to joining the Company, Mr. Watorek served as a Manager at Ernst & Young. He graduated from the Canisius College with bachelor’s and master’s degrees in accounting. |
PROPOSAL 2 - TIMING OF ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-WHEN-ON-PAY”) | ||
We are providing our stockholders with the opportunity to cast an advisory Say-When-on-Pay vote, as required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended. This vote is required to be held at least once every six years and gives our stockholders the opportunity to express a preference as to whether the Say-on-Pay vote will occur every one, two, or three years. Stockholders may vote for one of these options or may choose to abstain from voting on the matter. Based on many factors, including but not limited to those provided below, the Board has determined that a Say-on-Pay vote should occur every year. |
PROPOSAL 2 - TIMING OF ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY-WHEN-ON-PAY") |
The Board of Directors recognizes the importance of receiving regular input from our stockholders on important issues, such as our compensation policies and procedures. The Board believes it is appropriate for executive compensation to continue to be submitted to an advisory vote of stockholders on an annual basis. An annual advisory vote on our executive compensation will allow the Board and Compensation and Human Capital Committee to regularly receive an updated evaluation and meaningful input from stockholders on the compensation of our executive officers and on our executive compensation policies, practices and procedures. This vote is an advisory vote and is therefore not binding on the Company or the Board of Directors. However, the Board and the Compensation and Human Capital Committee will carefully review the outcome of the vote and likely make a decision that is consistent with the outcome of the vote as to the policy to be adopted by the Board on the frequency of future Say-on-Pay votes. |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE OPTION OF EVERY ONE YEAR AS THE FREQUENCY WITH WHICH STOCKHOLDERS WILL BE PROVIDED AN ADVISORY VOTE ON EXECUTIVE COMPENSATION, AS DISCLOSED PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC IN PROPOSAL 2. |
PROPOSAL (“SAY-ON-PAY”) | ||
We are providing our stockholders with the opportunity to cast an advisory vote to approve the compensation of our named executive officers as described in this Proxy Statement (commonly referred to as the “Say-on-Pay” vote) as required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended. The Say-on-Pay vote is advisory, and therefore not binding on the Company or the Compensation and Human Capital Committee. However, the outcome of the vote will provide information to the Company and the Compensation and Human Capital Committee regarding stockholder sentiment about our compensation policies and procedures, which the Compensation and Human Capital Committee will carefully review and consider when making future decisions regarding the compensation of our executive officers. Stockholders are encouraged to read the section below entitled “Compensation Discussion and Analysis,” which describes how our compensation policies and procedures implement our compensation philosophy. In a non-binding advisory vote on the frequency of the say-on-pay proposal held at our 2017 annual meeting of stockholders, a majority of stockholders voted in favor of holding say-on-pay votes annually. In light of this result and other factors considered by the Board, the Board determined that the Company would hold advisory say-on-pay votes on an annual basis until the next required advisory vote on such frequency, which Our Compensation and Human Capital Committee has designed our executive compensation program to link pay with performance, and enable the Company to attract and retain qualified talent on the executive management team. We believe the Say-on-Pay vote represents an additional means by which our Compensation and Human Capital Committee may obtain important feedback from our stockholders about the executive compensation program it has designed for our executive officers. |
PROPOSAL 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY-ON-PAY") |
As set forth in the Compensation Discussion and Analysis, the overall objective of our executive compensation program is to attract and retain the talent necessary to ensure Gibraltar’s continued success and to ensure alignment of executive pay with stockholder interests and support Company goals and strategies. To achieve this, the Compensation and Human Capital Committee has designed compensation programs that: • • • • • • A significant portion of the total compensation of our executive officers is performance-based, in that it depends on the achievement of both short and long-term financial goals and strategic objectives. Additionally, by using our common stock as long-term incentive compensation, we incentivize the establishment and implementation of policies and programs which we anticipate will improve the price of our stock. |
In The Say-on-Pay vote gives you, as a stockholder, the opportunity to provide feedback on our executive compensation program by voting for or against the following resolution: “RESOLVED, that the stockholders of Gibraltar Industries, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this Definitive Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table, and other related tables and disclosure.” The Board urges stockholders to endorse the executive compensation program by voting in favor of this resolution. As set forth below in the Compensation Discussion and Analysis, the Compensation and Human Capital Committee is of the view that the executive compensation for Although the Say-on-Pay vote is non-binding, the Board of Directors and Compensation and Human Capital Committee will carefully consider the outcome of the Say-on-Pay vote, as well as other communications from stockholders relating to our compensation practices, in future determinations concerning our executive compensation program. |
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT IN PROPOSAL |
COMPENSATION DISCUSSION AND ANALYSIS | ||
This Compensation Discussion and Analysis (“CD&A”) describes the compensation program and compensation philosophy regarding our Named Executive Officers (“NEOs”) for the |
Named Executive Officer | Title | ||||
William T. Bosway | President and Chief Executive Officer | ||||
Timothy F. Murphy | Senior Vice President and Chief Financial Officer | ||||
Katherine E. Bolanowski | General Counsel, Vice President and Secretary | ||||
Jeffrey J. Watorek | Vice President and Treasurer | ||||
Patrick M. Burns (1) | Former Chief Operating Officer | ||||
Elizabeth R. Jensen (2) | Former Vice President and Chief Human Resources Officer |
(1) Burns served as Chief Operating Officer through December 30, 2022. (2) Jensen served as Vice President and |
Executive Summary |
Our compensation program is based on a pay-for-performance philosophy and is designed to 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 Systems, Portfolio Management, and Organization Development. •generated net sales •increased GAAP and •increased GAAP and adjusted •acquired a business to expand our •made the decision to exit our The Compensation and Human Capital Committee set 2022 targets at levels that exceeded 2021 actual results. In 2022, the Company improved and exceeded the threshold level of |
NET SALES | GAAP EPS | ADJUSTED EPS | ||||||||||||||||||
$1.4B | $2.56 | $3.40 | ||||||||||||||||||
increased 4% from $1.3B in 2021 | increased 14% from $2.25 in 2021 | increased 22% from $2.78 in 2021 |
COMPENSATION DISCUSSION & ANALYSIS |
Executive Compensation Highlights Gibraltar is committed to a philosophy that is heavily weighted toward pay-for-performance. Some of the best practices we employ to achieve this objective include: |
What We Do | What We Don’t Do | |||||||||||||
Deliver a significant portion of executive compensation in the form of at-risk, performance-based compensation | X | Have single-trigger change-in-control agreements | ||||||||||||
Set performance goals for stock-based incentives on ROIC based in part on consultation with significant stockholders | X | Provide double-trigger change-in-control cash benefits greater than 275% of cash compensation | ||||||||||||
Limit the maximum payout that can be received in our annual cash incentive plan to 200% of target | X | Maintain a supplemental executive retirement plan | ||||||||||||
Reward certain executives with performance-based compensation awards linked to relative total stockholder return | X | Allow our directors and employees to enter into hedging and pledging transactions with Gibraltar stock | ||||||||||||
Require our directors and executive officers to satisfy stock ownership guidelines | X | Provide excise tax gross-ups upon a change in control | ||||||||||||
Engage in a rigorous target-setting process and use multiple performance metrics for the annual cash incentive plan | X | Provide tax gross-ups on executive benefits and perquisites | ||||||||||||
Maintain a Clawback | X | Grant discounted stock options or, reload or re-price stock options without stockholder approval | ||||||||||||
Reasonable use of executive perquisites | ||||||||||||||
Focus on mitigating undue risk in compensation programs |
The Compensation and Human Capital Committee believes that the Company’s pay-for-performance philosophy and commitment to compensation programs that encourage the creation of sustainable, long-term stockholder value and alignment of the interests of the named executive officers with those of our stockholders have been successful in encouraging consistent improvement in the Company’s operating results. The summary above, as well as the information contained in this CD&A, reflects the Compensation and Human Capital Committee’s aim to design a compensation program that fairly rewards our executive officers based on performance that is consistent with best practices and in line with pay practices used by our peer group. |
Say-on-Pay Vote Results and Response |
Based on the results of the Say-on-Pay vote at the |
COMPENSATION DISCUSSION & ANALYSIS |
Compensation Philosophy and Pay-for-Performance |
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. Executive compensation programs are designed and managed to promote value creation, to advance overall business objectives, to attract and retain the workforce necessary to ensure the Company’s continued success, and to support Gibraltar’s position as a leading manufacturer and provider of products and services for renewable energy, residential, agtech and infrastructure markets. From time to time, the executive pay philosophy may be adjusted as necessary, 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 the Company’s 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; •Reinforce our commitment to operational excellence, quality, safety, innovation, and to the environment; •Manage current and future programs and risks; and •Provide the flexibility to vary compensation costs through periods of change in our business. We believe our named executive officer’s interests are more directly aligned with the interests of our stockholders when compensation programs are significantly aligned with and impacted by the value of our Common Stock, encourage ownership of our Common Stock, and reward both short and long-term financial performance. The significant elements of our compensation program for executive officers include base salary, the annual Management Incentive Compensation Plan (“MICP”), equity-based incentive compensation under the Long-Term Incentive Plan (“LTIP”), other perquisites, and non-qualified equity-based deferred compensation plan (“2018 MSPP”). |
The Compensation and Human Capital Committee believes our LTIP, which includes performance-based and time-based equity awards, furthers the objectives noted above and directly aligns with the interest of our stockholders. Another element of our compensation program, the MICP, provides an annual incentive program to our executives which is based upon the achievement of financial and strategic goals. The Compensation and Human Capital Committee believes the other elements of our compensation program are competitive with the market for our management talent and allow us to attract and retain a highly qualified senior management team. As a result, the compensation programs include a substantial portion of performance-based compensation, including the MICP and performance-based equity awards issued under the LTIP. Consistent with our executive pay philosophy, our CEO’s target compensation is designed to be heavily weighted toward performance-based compensation. During |
COMPENSATION DISCUSSION & ANALYSIS |
The following charts highlight the targeted compensation mix for our CEO and the average mix for the other NEOs in |
CEO 2022 Annual Target Compensation | Other NEOs Average 2022 Annual Target Compensation | |||||||
"At Risk" Performance-Based Compensation 63% | "At Risk" Performance-Based Compensation |
Performance-based compensation consists of annual incentive compensation and performance-based equity awards. A significant portion of the executive officers’ compensation is at-risk based on the value of the Company’s common stock and financial performance. The above charts include targeted compensation generated from the Company match, assuming full allowable amount eligible to be deferred, which is provided for salary and MICP deferrals into our non-qualified deferred compensation plans, and is an important part of our compensation program. Compensation deferred into the 2018 MSPP and any amounts that are matched, are converted to restricted stock units and are also at-risk, since they are based on the value of the Company’s Common Stock. The structure of our non-qualified deferred compensation plans furthers our goal of aligning the interest of our executive officers with the interests of our stockholders as it encourages the deferral of their current compensation for a future payment based on the Company’s future stock price. |
The Compensation and Human Capital Committee believes the structure of the MICP incentivizes management to simplify and improve the Company’s operations to generate higher earnings, at a higher rate of return, with a more efficient use of capital. The other significant components of compensation for our executive officers are not at-risk and consist of a competitive base salary and long-term incentive compensation consisting of time-based restricted stock units (“RSUs”). The RSUs convert to shares over a vesting period generally consisting of four years. The Compensation and Human Capital Committee believes the RSU awards align the executive officers’ goals with the interests of our stockholders as the officers are incentivized to adopt a long-term approach to value creation and increase the stock price through ownership of RSUs and shares of the Company’s common stock. We believe time-based equity awards provide a good balance between performance and share ownership which aligns with long term interests of our stockholders while at the same time encouraging continuity of our executive management. |
COMPENSATION DISCUSSION & ANALYSIS |
Distinguishing Awarded Compensation from Realized Compensation |
It is important to distinguish the compensation awarded to our named executive officers in The chart and table below show the performance-based and deferred compensation components of total compensation realized by our named executive officers in •Amounts shown for each "Target" pay column reflect (A) Total Fixed Compensation •Amounts shown for each "Realized" pay column reflect (A) Total Fixed Compensation |
As shown below, the realized compensation earned by each Named Executive |
Name | Total Fixed Compensation (1) ($) | Performance Based Compensation | Total Fixed and Performance Based Compensation | Realized Pay as a % of Target (%) | ||||||||||||||||||||||||||||
MICP | PSUs | Deferred Compensation | ||||||||||||||||||||||||||||||
Target (2) ($) | Realized (4) ($) | Target (3) ($) | Realized (4) ($) | Target (5) ($) | Realized (5) ($) | Target ($) | Realized ($) | |||||||||||||||||||||||||
William T. Bosway | 1,959,332 | 990,000 | 683,100 | 1,856,218 | 1,123,012 | 594,000 | 409,860 | 5,399,550 | 4,175,304 | 77% | ||||||||||||||||||||||
Timothy F. Murphy | 736,840 | 275,586 | 190,154 | 459,284 | 277,867 | 165,352 | 114,093 | 1,637,062 | 1,318,954 | 81% | ||||||||||||||||||||||
Katherine E. Bolanowski | 503,665 | 129,505 | 89,358 | 148,003 | 89,542 | 77,703 | 53,615 | 858,876 | 736,180 | 86% | ||||||||||||||||||||||
Jeffrey J. Watorek | 305,820 | 62,500 | 43,125 | 149,977 | 90,736 | 18,750 | 8,625 | 537,047 | 448,306 | 83% | ||||||||||||||||||||||
Patrick M. Burns | 699,831 | 275,586 | 190,154 | 459,284 | 277,867 | 165,352 | — | 1,600,053 | 1,167,852 | 73% | ||||||||||||||||||||||
Elizabeth R. Jensen | 521,648 | 151,840 | 104,770 | 265,691 | 160,743 | 91,104 | 20,954 | 1,030,283 | 808,115 | 78% |
Name | Total Fixed Compensation (1) ($) | Performance Based Compensation | Total Fixed and Performance Based Compensation | Realized Pay as a % of Target (%) | ||||||||||||||||||||||||||||
MICP | PSUs | Deferred Compensation | ||||||||||||||||||||||||||||||
Target (2) ($) | Realized (1) ($) | Target (1) ($) | Realized (3) ($) | Target (4) ($) | Realized (4) ($) | Target ($) | Realized ($) | |||||||||||||||||||||||||
William T. Bosway | 1,857,714 | 990,000 | — | 1,856,217 | — | 594,000 | — | 5,297,931 | 1,857,714 | 35% | ||||||||||||||||||||||
Patrick M. Burns | 738,885 | 270,000 | — | 449,987 | — | 162,000 | — | 1,620,872 | 738,885 | 46% | ||||||||||||||||||||||
Timothy F. Murphy | 721,128 | 270,000 | — | 449,987 | — | 162,000 | — | 1,603,115 | 721,128 | 45% | ||||||||||||||||||||||
Elizabeth R. Jensen | 565,057 | 127,750 | — | 255,490 | — | 76,650 | — | 1,024,947 | 565,057 | 55% | ||||||||||||||||||||||
Jeffrey J. Watorek | 330,788 | 60,250 | — | 144,595 | — | 18,075 | — | 553,708 | 330,788 | 60% |
(1) (2)Equal to the target annual incentive compensation calculated (3) (4)Equal to the actual annual incentive compensation earned and the value of PSUs earned |
COMPENSATION DISCUSSION & ANALYSIS |
CEO | ||
2022 NEOs (excluding CEO) | ||
COMPENSATION DISCUSSION & ANALYSIS |
Design of the Compensation Program |
The Compensation and Human Capital Committee engaged an independent compensation advisor, Korn Ferry, to provide survey information and assistance in connection with the review and analysis of the compensation program for our executive officers in The Company’s compensation program is reviewed annually to ensure that the goals of the program are met and is amended from time to time to incorporate changes consistent with current industry best practices. The compensation program compensates our executive officers through a mix of base salary, annual incentive payments, and long-term equity-based incentives. Peer Company Analysis The relative levels of targeted compensation of our executive officers are determined, in part, by reference to compensation paid to similarly situated executives by a peer group of companies selected by the Compensation and Human Capital Committee along with survey data in consultation with Korn Ferry. The peer group selected by the Compensation and Human Capital Committee |
Eagle Materials, Inc. | ||||||||
Quanex Building Products Corporation | ||||||||
Simpson Manufacturing Co., Inc. | ||||||||
American Woodmark Corporation | Insteel Industries, Inc. | Trex Company, Inc. | ||||||
Apogee Enterprises, Inc. | L.B. Foster Company | |||||||
Armstrong World Industries, Inc. | Masonite International Corporation | |||||||
Array Technologies, Inc. | PGT Innovations, Inc. |
The Company made changes to its peer group used to determine compensation in 2023 from the peer group used to determine compensation in 2022 by adding one peer company, Array Technologies, Inc., and by removing three peer companies, A.O. Smith Corporation, Enerpac Tool Group Corporation, and Patrick Industries, Inc. The Compensation and Human Capital Committee believes the chosen peer group aligns with best practices as it provides a sufficient sample size from which we draw conclusions, and reflects a representative market for executive talent that our business faces. The peer companies were selected based on their comparable size, as measured by net sales and market capitalization, and industry. Companies within the selected peer group are Compensation and Human Capital Committee Approval Process Management recommendations for salary increases and participation levels for all other components of our compensation program, for all executive officers other than the CEO, are made annually and are based on the CEO’s evaluation of each executive officer’s performance, length of service to the Company, experience, level of responsibility, the Company’s financial position, and degree to which his or her efforts have contributed to the implementation of the Company’s strategies and goals. This information, along with the information provided by Korn Ferry, is then used by the Compensation and Human Capital Committee to review and establish the compensation of each executive officer. The CEO’s compensation package is determined by the Compensation and Human Capital Committee based upon the same criteria. No executive officer provides input or participates in the deliberation of the Compensation and Human Capital Committee with respect to his or her own compensation. Final authority for the establishment of annual compensation packages of our executive officers resides with the Compensation and Human Capital Committee. Once base salaries and participation levels are established, the formula-driven components of our compensation program are applied to determine the amount of the total compensation which our executive officers will be entitled to receive based upon the degree to which the Company’s annual goals have been achieved. |
COMPENSATION DISCUSSION & ANALYSIS |
Based on the peer group analysis described above along with CEO (other than in the case of the CEO's compensation) and Compensation and Human Capital Committee review, targeted annual incentive compensation and long-term equity-based incentive compensation components of each executive officer’s total compensation were set at percentages of each executive officer’s base salary. This provides the executive officers and stockholders a degree of certainty as to the level of incentive compensation which executive officers will be entitled to receive upon attainment of a specified level of performance. The following table summarizes the targeted level of compensation for annual cash incentive compensation and long-term equity-based incentive awards (including RSUs and PSUs) for each NEO established by the Compensation and Human Capital Committee for |
Position | Percentage of Salary | |||||||
Annual Incentive Compensation (MICP) | Long-Term Equity Compensation (LTIP) | |||||||
President and Chief Executive Officer | 120% | 350% | ||||||
Chief Operating Officer | 60% | 145% | ||||||
Chief Financial Officer | 60% | 145% | ||||||
Vice President and Chief Human Resources Officer | 35% | 95% | ||||||
Vice President and Treasurer | 25% | 70% |
Named Executive Officer | Percentage of Salary | |||||||
Annual Incentive Compensation (MICP) | Long-Term Equity Compensation (LTIP) | |||||||
William T. Bosway | 120% | 350% | ||||||
Timothy F. Murphy | 60% | 145% | ||||||
Katherine E. Bolanowski | 35% | 65% | ||||||
Jeffrey J. Watorek | 25% | 75% | ||||||
Patrick M. Burns | 60% | 145% | ||||||
Elizabeth R. Jensen | 40% | 100% |
The Compensation and Human Capital Committee set the targeted annual incentive compensation and long-term equity-based incentive compensation levels as a percentage of salary for individual in consultation with Korn Ferry, considering peer group practices, survey data, length of service and role at the Company. The Compensation and Human Capital Committee considers these compensation levels reasonable in comparison to the peer companies described above and tailored to the Company’s leadership structure, level of responsibility, and emphasis on pay-for-performance while also emphasizing stock ownership which the committee believes aligns management’s interests with the interests of our stockholders. Consideration of Risk We believe the design of our executive compensation program provides an appropriate balance of incentives for executives and avoids inappropriate risks. Our compensation program is balanced and focused on the long-term so that our executive officers are incentivized to deliver superior performance over sustained periods. In an effort to promote a focus on the long-term, these compensation plans are designed to allow for deferral of compensation and have elements that are only realizable upon completion of a five-year service requirement under the 2018 MSPP. We believe these plans provide strong incentives to implement policies that promote long-term value creation while avoiding excessive risk-taking in the short-term. Performance goals are established to align with our overall risk framework and reflect a balanced mix of financial measures designed to avoid placing excessive weight on a single measure. Compensation is also balanced among current cash payments, deferred cash, and equity awards. With limited exceptions, the Compensation and Human Capital Committee retains discretion to adjust compensation for quality of performance and adherence to Company values. Additionally, we have policies in place that limit the amount of compensation that can be earned under performance-based incentive programs, require our executive officers to own certain levels of Company stock, prohibit hedging and pledging activities, and include a Clawback |
COMPENSATION DISCUSSION & ANALYSIS |
Elements of Our Compensation Program |
Our fiscal Base Salary Base salary is annual fixed cash compensation and is the principal non-variable element of the Company's total compensation program. The Compensation and Human Capital Committee reviews and approves base salaries generally at its February meeting with new salaries effective early March of the same year. Base salaries for our named executive officers reflect the level, scope and complexity of the named executive officer's role and responsibility and whether their base salary is appropriately positioned relative to similarly situated executives in our peer group and survey data. Our competitive analysis includes a review of the base salaries paid by our peer group companies to their executive officers and survey data. For fiscal |
Named Executive Officer | Base Salary (Annualized Rate) | ||||||||||
Fiscal 2021 | Fiscal 2020 | % Change | |||||||||
William T. Bosway | $ | 825,000 | $ | 700,000 | 17.9% | ||||||
Patrick M. Burns | $ | 450,000 | $ | 430,000 | 4.7% | ||||||
Timothy F. Murphy | $ | 450,000 | $ | 430,000 | 4.7% | ||||||
Elizabeth R. Jensen | $ | 365,000 | n/a | n/a | |||||||
Jeffrey J. Watorek | $ | 241,000 | $ | 232,000 | 3.9% |
Named Executive Officer | Base Salary (Annualized Rate) | ||||||||||
Fiscal 2022 | Fiscal 2021 | % Change | |||||||||
William T. Bosway | $ | 825,000 | $ | 825,000 | —% | ||||||
Timothy F. Murphy | $ | 459,310 | $ | 450,000 | 2.1% | ||||||
Katherine E. Bolanowski | $ | 370,013 | n/a | n/a | |||||||
Jeffrey J. Watorek | $ | 250,000 | $ | 241,000 | 3.7% | ||||||
Patrick M. Burns | $ | 459,310 | $ | 450,000 | 2.1% | ||||||
Elizabeth R. Jensen | $ | 379,600 | $ | 365,000 | 4.0% |
Annual Management Incentive Compensation Plan Our annual Management Incentive Compensation Plan (“MICP”) is designed to provide alignment between executive management’s cash compensation with stockholder interests by rewarding management for achievement of performance targets that the Compensation and Human Capital Committee believes will enhance stockholder value. The performance goals and weightings are reviewed by the Compensation and Human Capital Committee with management on an annual basis and adjusted if deemed appropriate by the Compensation and Human Capital Committee. The Compensation and Human Capital Committee reviews and alters the weightings and the targets to ensure the management team focuses on the key metrics during different periods. Seventy-five percent (75%) of the overall annual MICP payout is based on net sales and adjusted earnings per share ("adjusted EPS"), which are evaluated in a nine-by-nine matrix with a payout between 35% to 200% of target. The 35% payout is earned if both net sales and adjusted EPS meet the threshold levels of achievement, and 200% is earned if both net sales and adjusted EPS meet or exceed the 200% achievement levels. If either actual net sales or actual adjusted EPS is less than the threshold level of achievement, the payout percentage is zero. The remaining twenty-five percent (25%) of the overall annual MICP payout is based on days working capital ("DWC") with a payout between 35% to 200% of target. The 35% payout is earned if the DWC threshold level of achievement is met, and the 200% payout is earned if the actual DWC meets or exceeds the 200% achievement level. If actual DWC is less than the threshold level of achievement, the payout percentage is zero. See the detailed description of net sales, adjusted EPS and DWC in Appendix A. The following graphic |
COMPENSATION DISCUSSION & ANALYSIS |
Fiscal Year 2022 Design | x | x | + | ||||||||||||||||||||||||||||||||||||||||||||||||||
9-by-9 Matrix | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Base Salary ($) | Target Annual Incentive Compensation Percentage (%) | Net Sales | Adjusted EPS | DWC | |||||||||||||||||||||||||||||||||||||||||||||||||
Weighted 75% | Weighted 25% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
The targets and thresholds for the achievement of annual MICP awards for fiscal year |
Level of Achievement | Level of Achievement | Net Sales (in millions) | Adjusted EPS | DWC | Level of Achievement | Net Sales (in millions) | Adjusted EPS | DWC | ||||||||||||||||||||||||||||||||||||||||||||
Threshold | Threshold | $1,244 | $3.20 | 37.4 | Threshold | $1,251 | $3.01 | 48.4 | ||||||||||||||||||||||||||||||||||||||||||||
100% Achievement | 100% Achievement | $1,349 | $3.47 | 32.0 | 100% Achievement | $1,413 | $3.40 | 43.0 | ||||||||||||||||||||||||||||||||||||||||||||
200% Achievement | 200% Achievement | $1,460 | $3.76 | 27.1 | 200% Achievement | $1,590 | $3.83 | 38.0 | ||||||||||||||||||||||||||||||||||||||||||||
Actual | Actual | $1,339 | $2.78 | 45.0 | Actual | $1,390 | $3.40 | 64.6 | ||||||||||||||||||||||||||||||||||||||||||||
Payout Factor | Payout Factor | —% | —% | Payout Factor | 92% | —% | ||||||||||||||||||||||||||||||||||||||||||||||
Weighting | Weighting | 75% | 25% | Weighting | 75% | 25% | ||||||||||||||||||||||||||||||||||||||||||||||
MICP Payout Percentage | MICP Payout Percentage | —% | —% | MICP Payout Percentage | 69% | —% |
Targeted annual incentive compensation under the annual MICP as a percentage of executive officer base salaries along with the potential payouts at target and actual are as follows: |
Named Executive Officer | Named Executive Officer | Targeted Annual Incentive Compensation as a Percentage of Base Salary | Base Salary | Potential Payout At Target | Actual | Named Executive Officer | Targeted Annual Incentive Compensation as a Percentage of Base Salary | Base Salary | Potential Payout At Target | Actual | ||||||||||||||||||||||||||||||
Payout Percentage | Payout At Actual | Payout Percentage | Payout At Actual | |||||||||||||||||||||||||||||||||||||
William T. Bosway | William T. Bosway | 120% | $ | 825,000 | $ | 990,000 | —% | $ | — | William T. Bosway | 120% | $ | 825,000 | $ | 990,000 | 69% | $ | 683,100 | ||||||||||||||||||||||
Timothy F. Murphy | Timothy F. Murphy | 60% | $ | 459,310 | $ | 275,586 | 69% | $ | 190,154 | |||||||||||||||||||||||||||||||
Katherine E. Bolanowski | Katherine E. Bolanowski | 35% | $ | 370,013 | $ | 129,505 | 69% | $ | 89,358 | |||||||||||||||||||||||||||||||
Jeffrey J. Watorek | Jeffrey J. Watorek | 25% | $ | 250,000 | $ | 62,500 | 69% | $ | 43,125 | |||||||||||||||||||||||||||||||
Patrick M. Burns | Patrick M. Burns | 60% | $ | 450,000 | $ | 270,000 | —% | $ | — | Patrick M. Burns | 60% | $ | 459,310 | $ | 275,586 | 69% | $ | 190,154 | ||||||||||||||||||||||
Timothy F. Murphy | 60% | $ | 450,000 | $ | 270,000 | —% | $ | — | ||||||||||||||||||||||||||||||||
Elizabeth R. Jensen | Elizabeth R. Jensen | 35% | $ | 365,000 | $ | 127,750 | —% | $ | — | Elizabeth R. Jensen | 40% | $ | 379,600 | $ | 151,840 | 69% | $ | 104,770 | ||||||||||||||||||||||
Jeffrey J. Watorek | 25% | $ | 241,000 | $ | 60,250 | —% | $ | — |
COMPENSATION DISCUSSION & ANALYSIS |
The Compensation and Human Capital Committee believes that incentivizing management to deliver improved earnings with a focus on the efficient use of capital will provide stockholders with value as higher profits and lower working capital requirements lead to increased cash flow used to fund growth initiatives of the Company, including acquisitions. The Compensation and Human Capital Committee uses adjusted financial information to determine the incentive compensation paid to named executive officers under our performance-based compensation plans in order to keep management motivated to make hard decisions to drive long-term value creation, such as entering into restructuring plans and making acquisitions and divestitures despite the short-term costs associated with these activities. These items normally are not subject to the budgeting process and cannot necessarily be anticipated. Equity-based Incentive Compensation We maintain equity-based incentive compensation plans known as the Gibraltar Industries, Inc. 2015 Equity Incentive Plan and 2018 Equity Incentive Plan (the “Omnibus Plans”). Our Omnibus Plans are an integral component of our overall compensation structure and provide the Company the vehicles through which we make awards of equity-based compensation to our named executive officers and other management employees. |
Long-Term Incentive Plan The Compensation and Human Capital Committee has provided for grants of equity-based awards to our named executive officers each year under the Long-Term Incentive Plan (“LTIP”). The Compensation and Human Capital Committee grants long-term equity-based awards with a target value, at the time the award is made, equal to a percentage of the executive officer’s base salary. Equity awards consist of time-vested grants of restricted stock units (“RSUs”) and performance-based grants of performance stock units (“PSUs”). Targeted annual incentive compensation under RSU and PSU awards as a percentage of executive officer base salaries during |
Named Executive Officer | Named Executive Officer | Target Annual Incentive Compensation of 2021 RSUs | Annual RSU Grants as a Percentage of Base Salary | Target Annual Incentive Compensation of 2021 PSUs | Annual PSU Grants as a Percentage of Base Salary | Named Executive Officer | Target Annual Incentive Compensation of 2022 RSUs | Annual RSU Grants as a Percentage of Base Salary | Target Annual Incentive Compensation of 2022 PSUs | Annual PSU Grants as a Percentage of Base Salary | ||||||||||||||||||
William T. Bosway | William T. Bosway | $ | 1,031,250 | 125% | $ | 1,856,250 | 225% | William T. Bosway | $ | 1,031,250 | 125% | $ | 1,856,250 | 225% | ||||||||||||||
Timothy F. Murphy | Timothy F. Murphy | $ | 206,690 | 45% | $ | 459,310 | 100% | |||||||||||||||||||||
Katherine E. Bolanowski | Katherine E. Bolanowski | $ | 92,503 | 25% | $ | 148,005 | 40% | |||||||||||||||||||||
Jeffrey J. Watorek | Jeffrey J. Watorek | $ | 37,500 | 15% | $ | 150,000 | 60% | |||||||||||||||||||||
Patrick M. Burns | Patrick M. Burns | $ | 202,500 | 45% | $ | 450,000 | 100% | Patrick M. Burns | $ | 206,690 | 45% | $ | 459,310 | 100% | ||||||||||||||
Timothy F. Murphy | $ | 202,500 | 45% | $ | 450,000 | 100% | ||||||||||||||||||||||
Elizabeth R. Jensen | Elizabeth R. Jensen | $ | 91,250 | 25% | $ | 255,500 | 70% | Elizabeth R. Jensen | $ | 113,880 | 30% | $ | 265,720 | 70% | ||||||||||||||
Jeffrey J. Watorek | $ | 24,100 | 10% | $ | 144,600 | 60% |
Restricted Stock Units Under the terms of RSU awards, vesting occurs in equal installments over a four (4) 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 which increase the value of the Company’s Common Stock over a significant period of time. Performance Stock Units Under the terms of PSU awards, achievement is determined based on ROIC (as defined in the award) in the year of issuance and cliff-vest three years from date of |
COMPENSATION DISCUSSION & ANALYSIS |
ROIC is an important metric to be considered when making investment decisions and a focus on ROIC will incentivize management to make careful considerations when allocating capital for equipment, innovative growth opportunities, acquisitions, and other growth initiatives. The Company is actively focusing on portfolio management and has significant capital resources to utilize in acquisitions to expand its position and shape its markets, and as a result, we believe it is challenging to forecast for periods longer than one year. Targeted ROIC is determined based upon the budget presented to the Board of Directors by the executive management team. The Compensation and Human Capital Committee approved the |
In The following table calculates the number of PSU awards issued and earned during |
William T. Bosway | Patrick M. Burns | Timothy F. Murphy | Elizabeth R. Jensen | Jeffrey J. Watorek | |||||||||||||
Salary as of grant date | $ | 825,000 | $ | 450,000 | $ | 450,000 | $ | 365,000 | $ | 241,000 | |||||||
PSU grant as a percentage of salary | 225 | % | 100 | % | 100 | % | 70 | % | 60 | % | |||||||
Target compensation from PSU awards | $ | 1,856,250 | $ | 450,000 | $ | 450,000 | $ | 255,500 | $ | 144,600 | |||||||
Stock price as of grant date | $ | 88.06 | $ | 88.06 | $ | 88.06 | $ | 83.63 | $ | 88.06 | |||||||
PSUs awarded during 2021 | 21,079 | 5,110 | 5,110 | 3,055 | 1,642 | ||||||||||||
Percentage of PSUs earned | — | % | — | % | — | % | — | % | — | % | |||||||
PSUs earned during 2021 | — | — | — | — | — |
William T. Bosway | Timothy F. Murphy | Katherine E. Bolanowski | Jeffrey J. Watorek | Patrick M. Burns | Elizabeth R. Jensen | |||||||||||||||
Salary as of grant date | $ | 825,000 | $ | 459,310 | $ | 370,013 | $ | 250,000 | $ | 459,310 | $ | 379,600 | ||||||||
PSU grant as a percentage of salary | 225 | % | 100 | % | 40 | % | 60 | % | 100 | % | 70 | % | ||||||||
Target compensation from PSU awards | $ | 1,856,250 | $ | 459,310 | $ | 148,005 | $ | 150,000 | $ | 459,310 | $ | 265,720 | ||||||||
Stock price as of grant date | $ | 47.00 | $ | 47.00 | $ | 47.00 | $ | 47.00 | $ | 47.00 | $ | 47.00 | ||||||||
PSUs awarded during 2022 | 39,494 | 9,772 | 3,149 | 3,191 | 9,772 | 5,653 | ||||||||||||||
Percentage of PSUs earned | 60.50 | % | 60.50 | % | 60.50 | % | 60.50 | % | 60.50 | % | 60.50 | % | ||||||||
PSUs earned during 2022 | 23,894 | 5,912 | 1,905 | 1,931 | 5,912 | 3,420 |
Non-qualified Deferred Compensation Plan A feature of our 2018 Equity Incentive Plan, as described above, is the 2018 Management Stock Purchase Plan (“2018 MSPP”), a non-qualified deferred compensation arrangement, which Under the 2018 MSPP, if an executive officer elects to defer receipt of a portion of |
COMPENSATION DISCUSSION & ANALYSIS |
If the executive officer chooses Deferral Units (i.e., the hypothetical units that track the Company’s common stock) as the investment alternative, the value of such officer’s Deferral Account will be determined by the number of Deferral Units credited to the Deferral Account based on the amounts of base salary and bonus deferred by the executive officer, multiplied by the value of the Company’s common stock (which is calculated in accordance with the 2018 MSPP). The Company will match up to 40% of the base salary amount deferred by executive officers and will match 80% up to the first 50% of the bonus amount deferred and 40% of the excess bonus amount deferred. The dollar amount of the match is credited to a deferred matching account ("Matching Account") with the corresponding number of hypothetical units that track the common stock of the Company (“Matching Units”) determined in accordance with the 2018 MSPP. Payments of the amounts in an executive officer’s Deferral Account, including the base salary and bonus deferred and the investment return that would have been realized had such amounts been invested in the investment alternatives selected by the executive officer, The Matching Units are forfeited if the Prior to the deferral, the executive officer elects whether to receive payment We believe the 2018 MSPP |
The following table summarizes the amount each NEO deferred into the 2018 MSPP, the number of |
Named Executive Officer | Deferred Compensation ($) | RSUs Credited to 2018 MSPP | |||||||||
Officer Deferrals (#) | Company Match (#) | ||||||||||
William T. Bosway | $ | 502,425 | 7,644 | 4,586 | |||||||
Patrick M. Burns | $ | 279,979 | 2,706 | 1,594 | |||||||
Timothy F. Murphy | $ | 279,979 | 3,986 | 2,107 | |||||||
Elizabeth R. Jensen | $ | 29,481 | 389 | 155 | |||||||
Jeffrey J. Watorek | $ | 49,817 | — | 146 |
Named Executive Officer | Deferred Compensation ($) | Deferral Units and Matching Units Credited to 2018 MSPP | |||||||||
Officer Deferrals (#) | Company Match (#) | ||||||||||
William T. Bosway | $ | 206,250 | — | 1,823 | |||||||
Timothy F. Murphy | $ | 114,416 | 2,530 | 1,012 | |||||||
Katherine E. Bolanowski | $ | 91,950 | — | 814 | |||||||
Jeffrey J. Watorek | $ | 24,841 | — | 110 | |||||||
Patrick M. Burns | $ | — | — | — | |||||||
Elizabeth R. Jensen | $ | 37,702 | 834 | 334 |
Retirement Plans Our executive officers are entitled to participate in our Gibraltar 401(k) Plan. The Company provides a 100% match of the first three-percent of compensation deferred, and 50% match on the next two-percent of compensation deferred. Participants are fully vested in all Company matching contributions. The Company does not provide any other retirement benefits aside from the 401(k) Plan. |
COMPENSATION DISCUSSION & ANALYSIS |
Perquisites and Other Benefits We annually review the perquisites that executive officers receive. The perquisites offered to our executive officers in 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 entered into Change in Control agreements with each of Our Change in Control benefits for 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 supplemental salary continuation plan providing supplemental short-term disability benefits. |
Long-Term Incentive Compensation Grant Practices |
Executive equity awards are approved at regularly scheduled Compensation and Human Capital Committee meetings, at the time of an executive hire or promotion or upon identification of a specific retention concern. The grant date of equity awards approved by the Compensation and Human Capital Committee is either the date of Committee approval or a date subsequent to the approval date as specified by the Compensation and Human Capital Committee. The timing of equity awards has not been coordinated with the release of material non-public information. The Compensation and Human Capital Committee’s general practice is to approve annual equity awards to executives at the Compensation and Human Capital Committee’s regularly scheduled meeting in February, when the Committee reviews the performance of the executive officers and typically determines the other components of executive compensation. The target dollar value attributable to PSUs and RSUs, as applicable, has been translated into a target number of PSUs or RSUs, as applicable, using the closing price of the Company’s Common Stock on the date of grant (or on the immediately preceding trading day if the date of grant is not a trading day). |
Clawback Policy |
The Company has a Clawback Policy which requires recoupment of an executive officer’s performance-based compensation if the independent members of the Board determine that the executive engaged in fraudulent conduct that resulted in a restatement of financial statements filed with the Securities and Exchange Commission. We expect to revise our Executive Clawback Policy in the next 12 months to comply with the listing rules to be adopted by NASDAQ as a result of recent SEC rulemaking. This policy is contained in our Corporate Governance Guidelines, which are available on our website at www.gibraltar1.com. |
COMPENSATION DISCUSSION & ANALYSIS |
Executive Stock Ownership Guideline |
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 Operating Officer, Chief Financial Officer, Senior Vice President and Vice Presidents are required to hold 300%, 300%, 100% 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 This policy is |
Hedging and Pledging Company Securities Policy |
Under our insider trading policy, the Company has adopted a policy that prohibits any director or executive officer 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 This policy is contained in our Corporate Governance Guidelines, which are available on our website at www.gibraltar1.com. |
Tax Considerations |
Section 162(m) of the Internal Revenue Code of 1986, as amended, precludes the deductibility of a current and former named executive officer’s compensation that exceeds $1,000,000 per year. Although the Compensation and Human Capital Committee has historically attempted to structure executive compensation to preserve deductibility, it also reserves the right to provide compensation that may not be fully deductible in order to maintain flexibility in compensating named executive officers in a manner consistent with our compensation philosophy, as deemed appropriate. The Compensation and Human Capital Committee believes that stockholder interests are best served by not restricting the Compensation and Human Capital Committee’s discretion in this regard, even though such compensation may result in non-deductible compensation expenses to the Company. The Section 162(m) limitation resulted in a disallowed tax deduction for compensation expense of Additionally, 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 Change in Control 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. |
COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT The Compensation and Human Capital Committee has reviewed and discussed the contents of the above Compensation Discussion and Analysis section of this Proxy Statement with management. Based on such review and discussion, the Compensation and Human Capital Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company’s annual report on Form 10-K filed February |
COMPENSATION AND HUMAN CAPITAL COMMITTEE OF THE BOARD OF DIRECTORS OF GIBRALTAR INDUSTRIES, INC. | |||||
Craig A. Hindman (Chair) | |||||
Gwendolyn G. Mizell | |||||
Atlee Valentine Pope |
COMPENSATION OF EXECUTIVE OFFICERS |
Summary Compensation Table for 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Compensation Table for 2022 | Summary Compensation Table for 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name and Principal Position | Name and Principal Position | Year | Salary (2) ($) | Stock Awards | Non-Equity Incentive Plan Compensation (5) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (6) ($) | All Other Compensation (7) ($) | Total ($) | Name and Principal Position | Year | Salary (4) ($) | Stock Awards (5) ($) | Non-Equity Incentive Plan Compensation (6) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (7) ($) | All Other Compensation (8) ($) | Total ($) | |||||||||||||||||||||||||||||||||||||||||||||
Restricted Stock Unit Awards (3) ($) | Stock Awards (5) ($) | Total ($) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
William T. Bosway Chairman of the Board, President and Chief Executive Officer | William T. Bosway Chairman of the Board, President and Chief Executive Officer | 2021 | 803,365 | 1,031,271 | 1,856,217 | — | 301,455 | 23,078 | 4,015,386 | William T. Bosway Chairman of the Board, President and Chief Executive Officer | 2022 | 825,000 | 683,100 | 20,605 | 4,498,650 | ||||||||||||||||||||||||||||||||||||||||||||||
2020 | 700,000 | 874,989 | 1,894,116 | 502,425 | 483,546 | 23,242 | 4,478,318 | 2021 | 803,365 | 2,887,488 | — | 301,455 | 23,078 | 4,015,386 | |||||||||||||||||||||||||||||||||||||||||||||||
2019 | 694,615 | 1,875,004 | 1,224,993 | 805,910 | 69,461 | 521,327 | 5,191,310 | 2020 | 700,000 | 2,769,105 | 502,425 | 483,546 | 23,242 | 4,478,318 | |||||||||||||||||||||||||||||||||||||||||||||||
Patrick M. Burns Chief Operating Officer | 2021 | 446,539 | 202,538 | 449,987 | — | 111,992 | 45,155 | 1,256,211 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 | 421,000 | 193,495 | 931,828 | 168,345 | 160,294 | 33,736 | 1,908,698 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
2019 | 323,269 | 587,980 | 409,996 | 295,446 | 31,539 | 16,316 | 1,664,546 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Timothy F. Murphy Senior Vice President and Chief Financial Officer | Timothy F. Murphy Senior Vice President and Chief Financial Officer | 2021 | 446,539 | 202,538 | 449,987 | — | 145,661 | 27,398 | 1,272,123 | Timothy F. Murphy Senior Vice President and Chief Financial Officer | 2022 | 457,663 | 665,943 | 190,154 | 45,766 | 26,752 | 1,386,278 | ||||||||||||||||||||||||||||||||||||||||||||
2020 | 421,000 | 193,495 | 931,828 | 168,345 | 213,848 | 28,229 | 1,956,745 | 2021 | 446,539 | 652,525 | — | 145,661 | 27,398 | 1,272,123 | |||||||||||||||||||||||||||||||||||||||||||||||
2019 | 406,615 | 184,507 | 409,980 | 286,221 | 180,132 | 33,143 | 1,500,598 | 2020 | 421,000 | 1,125,323 | 168,345 | 213,848 | 28,229 | 1,956,745 | |||||||||||||||||||||||||||||||||||||||||||||||
Elizabeth R. Jensen (1) Vice President and Chief Human Resources Officer | 2021 | 294,808 | 91,240 | 255,490 | — | 11,792 | 167,216 | 820,546 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Katherine E. Bolanowski (1) General Counsel, Vice President and Secretary | Katherine E. Bolanowski (1) General Counsel, Vice President and Secretary | 2022 | 367,799 | 240,499 | 89,358 | 36,780 | 6,590 | 741,026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Jeffrey J. Watorek Vice President and Treasurer | Jeffrey J. Watorek Vice President and Treasurer | 2021 | 239,442 | 64,636 | 144,595 | — | 9,963 | 24,316 | 482,952 | Jeffrey J. Watorek Vice President and Treasurer | 2022 | 248,408 | 187,436 | 43,125 | 4,968 | 14,986 | 498,923 | ||||||||||||||||||||||||||||||||||||||||||||
2020 | 226,000 | 23,226 | 139,197 | 37,845 | 6,399 | 24,425 | 457,092 | 2021 | 239,442 | 209,231 | — | 9,963 | 24,316 | 482,952 | |||||||||||||||||||||||||||||||||||||||||||||||
2019 | 218,308 | 21,984 | 131,982 | 63,992 | — | 23,353 | 459,619 | 2020 | 226,000 | 162,423 | 37,845 | 6,399 | 24,425 | 457,092 | |||||||||||||||||||||||||||||||||||||||||||||||
Patrick M. Burns (2) Former Chief Operating Officer | Patrick M. Burns (2) Former Chief Operating Officer | 2022 | 457,663 | 665,943 | 190,154 | — | 35,509 | 1,349,269 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 | 446,539 | 652,525 | — | 111,992 | 45,155 | 1,256,211 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 | 421,000 | 1,125,323 | 168,345 | 160,294 | 33,736 | 1,908,698 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Elizabeth R. Jensen (3) Former Vice President and Chief Human Resources Officer | Elizabeth R. Jensen (3) Former Vice President and Chief Human Resources Officer | 2022 | 377,017 | 379,525 | 104,770 | 15,081 | 15,716 | 892,109 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 | 294,808 | 346,730 | — | 11,792 | 167,216 | 820,546 |
(1) (2)Burns served as Chief Operating Officer through December 30, 2022. (3)Jensen was hired and appointed as Vice President and Chief Human Resources Officer effective March 8, (5)This column represents: (a) the grant date fair value of time-vested restricted stock units granted that year under the 2018 Equity Incentive Plan. Fair value was calculated using the closing price of Gibraltar Industries, Inc. common stock on the date of grant. The |
COMPENSATION OF EXECUTIVE OFFICERS |
(6)This column represents the amounts earned under the Management Incentive Compensation Plan for the respective years. The amounts earned for Bosway, Murphy and Bolanowski for 2022 are payable in 2023 but will be deferred and credited to their 2018 MSPP Deferral Accounts respectively at the election of Bosway, Murphy and Bolanowski. The amounts earned for Watorek, Burns and Jensen for 2022 are payable in 2023 but 50%, 50% and 25% will be deferred and credited to their 2018 MSPP Deferral Accounts, respectively, at the election of Watorek, Burns and Jensen. |
Name | 401(k) Match ($) | Health Reimbursement Account ($) | Relocation Reimbursement ($) | Personal Use of Company Autos ($) | Tax Planning ($) | Total ($) | |||||||||||||||||
William T. Bosway | 11,600 | 7,757 | — | 2,421 | 1,300 | 23,078 | |||||||||||||||||
Patrick M. Burns | 11,600 | 15,797 | — | 12,758 | 5,000 | 45,155 | |||||||||||||||||
Timothy F. Murphy | 11,600 | 9,355 | — | 6,443 | — | 27,398 | |||||||||||||||||
Elizabeth R. Jensen | 1,516 | — | 165,700 | — | — | 167,216 | |||||||||||||||||
Jeffrey J. Watorek | 9,838 | 3,064 | — | 11,414 | — | 24,316 |
Name | 401(k) Match ($) | Health Reimbursement Account ($) | Personal Use of Company Autos ($) | Tax Planning ($) | Total ($) | |||||||||||||||
William T. Bosway | 11,440 | 5,405 | 2,400 | 1,360 | 20,605 | |||||||||||||||
Timothy F. Murphy | 12,200 | 10,985 | 3,567 | — | 26,752 | |||||||||||||||
Katherine E. Bolanowski | 5,468 | 1,122 | — | — | 6,590 | |||||||||||||||
Jeffrey J. Watorek | 8,943 | 1,665 | 4,378 | — | 14,986 | |||||||||||||||
Patrick M. Burns | 12,200 | 9,980 | 8,329 | 5,000 | 35,509 | |||||||||||||||
Elizabeth R. Jensen | 12,079 | 3,077 | — | 560 | 15,716 |
COMPENSATION OF EXECUTIVE OFFICERS |
Grants of Plan-Based Awards in 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grants of Plan-Based Awards in 2022 | Grants of Plan-Based Awards in 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock Or Units (#) | Grant Date Fair Value of Stock and Option Awards (S) | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock Or Units (#) | Grant Date Fair Value of Stock and Option Awards (S) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (7) (#) | Target (#) | Maximum (#) | Grant Date Fair Value of Stock and Option Awards (S) | Name | Grant Date | Maximum ($) | Threshold (5) (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock Or Units (#) | Grant Date Fair Value of Stock and Option Awards (S) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
William T. Bosway | William T. Bosway | MICP (1) | 346,500 | 990,000 | 1,980,000 | — | William T. Bosway | (1) | 346,500 | 990,000 | 1,980,000 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2021 (2) | 11,711 | 1,031,271 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2021 (3) | — | 21,079 | 42,158 | — | 1,856,217 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/5/2021 (4) | 12,230 | 803,880 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Patrick M Burns | MICP (1) | 94,500 | 270,000 | 540,000 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2021 (2) | 2,300 | 202,538 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2021 (3) | — | 5,110 | 10,220 | — | 449,987 | 3/1/2022 (2) | — | 21,941 | 1,031,227 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/5/2021 (4) | 2,305 | 151,511 | 3/1/2022 (3) | — | — | 39,494 | 78,988 | — | 1,856,218 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/31/2021 (5) | 383 | 35,135 | 3/31/2022 (4) | — | 361 | 19,038 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/30/2021 (5) | 513 | 42,403 | 6/30/2022 (4) | — | 544 | 22,211 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
9/30/2021 (5) | 505 | 36,347 | 9/30/2022 (4) | — | 521 | 22,212 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
12/31/2021 (5) | 594 | 42,404 | 12/31/2022 (4) | — | 397 | 19,039 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Timothy F. Murphy | Timothy F. Murphy | MICP (1) | 94,500 | 270,000 | 540,000 | — | — | Timothy F. Murphy | (1) | 96,455 | 275,586 | 551,172 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2021 (2) | 2,300 | 202,538 | 3/1/2022 (2) | — | 4,397 | 206,659 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2021 (3) | — | 5,110 | 10,220 | — | 449,987 | 3/1/2022 (3) | — | — | 9,772 | 19,544 | — | 459,284 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/5/2021 (4) | 4,098 | 269,352 | 3/31/2022 (4) | — | 693 | 36,522 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/31/2021 (5) | 383 | 35,135 | 6/30/2022 (4) | — | 1,061 | 43,281 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/30/2021 (5) | 513 | 42,403 | 9/30/2022 (4) | — | 1,015 | 43,281 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
9/30/2021 (5) | 505 | 36,347 | 12/31/2022 (4) | — | 773 | 37,099 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
12/31/2021 (5) | 594 | 42,404 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Elizabeth R. Jensen | MICP (1) | 44,713 | 127,750 | 255,500 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Katherine E. Bolanowski | Katherine E. Bolanowski | (1) | 45,327 | 129,505 | 259,010 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/8/2021 (2) | 1,091 | 91,240 | 3/1/2022 (2) | — | 1,968 | 92,496 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/8/2021 (3) | — | 3,055 | 6,110 | — | 255,490 | 3/1/2022 (3) | — | — | 3,149 | 6,298 | — | 148,003 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/31/2021 (5) | 21 | 1,966 | 3/31/2022 (4) | — | 158 | 8,317 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/30/2021 (5) | 166 | 13,758 | 6/30/2022 (4) | — | 244 | 9,962 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
9/30/2021 (5) | 164 | 11,792 | 9/30/2022 (4) | — | 234 | 9,962 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
12/31/2021 (5) | 193 | 13,758 | 12/31/2022 (4) | — | 178 | 8,539 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jeffrey J. Watorek | Jeffrey J. Watorek | MICP (1) | 21,088 | 60,250 | 120,500 | — | — | Jeffrey J. Watorek | (1) | 21,875 | 62,500 | 125,000 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2021 (2) | 274 | 24,128 | 3/1/2022 (2) | — | 797 | 37,459 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2021 (6) | 460 | 40,508 | 3/1/2022 (3) | — | — | 3,191 | 6,382 | — | 149,977 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2021 (3) | — | 1,642 | 3,284 | — | 144,595 | 3/31/2022 (4) | — | 21 | 1,122 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/5/2021 (4) | 115 | 7,569 | 6/30/2022 (4) | — | 33 | 1,346 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/31/2021 (5) | 6 | 540 | 9/30/2022 (4) | — | 32 | 1,346 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/30/2021 (5) | 8 | 649 | 12/31/2022 (4) | — | 24 | 1,154 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Patrick M. Burns | Patrick M. Burns | (1) | 96,455 | 275,586 | 551,172 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
9/30/2021 (5) | 8 | 556 | 3/1/2022 (2) | — | 4,397 | 206,659 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
12/31/2021 (5) | 9 | 649 | 3/1/2022 (3) | — | — | 9,772 | 19,544 | — | 459,284 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Elizabeth R. Jensen | Elizabeth R. Jensen | (1) | 46,501 | 132,860 | 265,720 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2022 (2) | — | 2,422 | 113,834 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/1/2022 (3) | — | — | 5,653 | 11,306 | — | 265,691 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3/31/2022 (4) | — | 226 | 11,903 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/30/2022 (4) | — | 351 | 14,308 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
9/30/2022 (4) | — | 335 | 14,308 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
12/31/2022 (4) | — | 256 | 12,264 |
(1)Estimated future payouts represent the amount that was payable under the annual Management Incentive Compensation Plan (“MICP”) for performance in (2)Consists of restricted stock units issued under the Company’s 2018 Equity Incentive Plan that convert to shares upon vesting. (3)Consists of performance stock units issued under the Company’s 2018 Equity Incentive Plan that convert to shares upon vesting. (4)Consists of Deferral Units (i.e., the hypothetical units that track the Company's common stock) and Matching Units issued under the 2018 MSPP. Deferral Units issued in 2022 of 2,530 units and 834 units issued to Murphy and Jensen, |
COMPENSATION OF EXECUTIVE OFFICERS |
(5) |
The following table sets forth information concerning unexercised options, stock awards that have not vested, and equity incentive plan awards for each NEO that were outstanding at the end of 2022. | |||||||||||||||||||||||||||||||||||
Outstanding Equity Awards at Fiscal Year End | |||||||||||||||||||||||||||||||||||
Name | Grant Date | Options Awards | Stock Awards | ||||||||||||||||||||||||||||||||
Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) (1) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) (2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | |||||||||||||||||||||||||||||
William T. Bosway | 3/1/2019 (1) | — | — | — | 5,394 | 247,477 | — | — | |||||||||||||||||||||||||||
3/2/2020 (1) | — | — | — | 8,364 | 383,740 | — | — | ||||||||||||||||||||||||||||
3/2/2020 (2) | — | — | — | 25,643 | 1,176,501 | — | — | ||||||||||||||||||||||||||||
3/2/2020 (3) | — | — | — | — | — | 12,000 | 550,560 | ||||||||||||||||||||||||||||
3/1/2021 (1) | — | — | — | 8,784 | 403,010 | — | — | ||||||||||||||||||||||||||||
3/1/2022 (1) | — | — | — | 21,941 | 1,006,653 | — | — | ||||||||||||||||||||||||||||
3/1/2022 (2) | — | — | — | 23,894 | 1,096,257 | — | — | ||||||||||||||||||||||||||||
Timothy F. Murphy | 8/8/2011 (4) | — | — | — | 10,000 | 458,800 | — | — | |||||||||||||||||||||||||||
1/2/2014 (4) | — | — | — | 3,500 | 160,580 | — | — | ||||||||||||||||||||||||||||
1/2/2015 (4) | — | — | — | 3,500 | 160,580 | — | — | ||||||||||||||||||||||||||||
4/3/2017 (5) | 5,000 | 39.55 | 4/3/2027 | — | — | — | — | ||||||||||||||||||||||||||||
3/1/2019 (1) | — | — | — | 1,138 | 52,211 | — | — | ||||||||||||||||||||||||||||
3/2/2020 (1) | — | — | — | 1,850 | 84,878 | — | — | ||||||||||||||||||||||||||||
3/2/2020 (2) | — | — | — | 9,001 | 412,966 | — | — | ||||||||||||||||||||||||||||
3/2/2020 (3) | — | — | — | — | — | 9,000 | 412,920 | ||||||||||||||||||||||||||||
3/1/2021 (1) | — | — | — | 1,725 | 79,143 | — | — | ||||||||||||||||||||||||||||
3/1/2022 (1) | — | — | — | 4,397 | 201,734 | — | — | ||||||||||||||||||||||||||||
3/1/2022 (2) | — | — | — | 5,912 | 271,243 | — | — | ||||||||||||||||||||||||||||
Katherine E. Bolanowski | 3/1/2021 (1) | — | — | — | 762 | 34,961 | — | — | |||||||||||||||||||||||||||
3/1/2022 (1) | — | — | — | 1,968 | 90,292 | — | — | ||||||||||||||||||||||||||||
3/1/2022 (2) | — | — | — | 1,905 | 87,401 | — | — | ||||||||||||||||||||||||||||
Jeffrey J. Watorek | 3/1/2019 (1) | — | — | — | 136 | 6,240 | — | — | |||||||||||||||||||||||||||
3/2/2020 (1) | — | — | — | 222 | 10,185 | — | — | ||||||||||||||||||||||||||||
3/2/2020 (2) | — | — | — | 2,914 | 133,694 | — | — | ||||||||||||||||||||||||||||
3/1/2021 (1) | — | — | — | 206 | 9,451 | — | — | ||||||||||||||||||||||||||||
3/1/2021 (6) | — | — | — | 460 | 21,105 | — | — | ||||||||||||||||||||||||||||
3/1/2022 (1) | — | — | — | 797 | 36,566 | — | — | ||||||||||||||||||||||||||||
3/1/2022 (2) | — | — | — | 1,931 | 88,594 | — | — | ||||||||||||||||||||||||||||
Elizabeth R. Jensen | 3/8/2021 (1) | — | — | — | 819 | 37,576 | — | — | |||||||||||||||||||||||||||
3/1/2022 (1) | — | — | — | 2,422 | 111,121 | — | — | ||||||||||||||||||||||||||||
3/1/2022 (2) | — | — | — | 3,420 | 156,910 | — | — |
COMPENSATION OF EXECUTIVE OFFICERS |
The following table sets forth information concerning unexercised options, stock awards that have not vested, and equity incentive plan awards for each NEO that were outstanding at the end of 2021. | |||||||||||||||||||||||||||||||||||
Outstanding Equity Awards at Fiscal Year End | |||||||||||||||||||||||||||||||||||
Name | Grant Date | Options Awards | Stock Awards | ||||||||||||||||||||||||||||||||
Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) (1) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) (2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | ||||||||||||||||||||||||||||
William T. Bosway | 1/2/2019 (1) | — | — | — | — | 9,342 | 622,925 | — | — | ||||||||||||||||||||||||||
3/1/2019 (2) | — | — | — | — | 10,787 | 719,277 | — | — | |||||||||||||||||||||||||||
3/2/2020 (2) | — | — | — | — | 12,546 | 836,567 | — | — | |||||||||||||||||||||||||||
3/2/2020 (3) | — | — | — | — | 25,643 | 1,709,875 | — | — | |||||||||||||||||||||||||||
3/2/2020 (4) | — | — | — | — | — | — | 12,000 | 800,160 | |||||||||||||||||||||||||||
3/1/2021 (2) | — | — | — | — | 11,711 | 780,889 | — | — | |||||||||||||||||||||||||||
Patrick M. Burns | 3/18/2019 (5) | — | — | — | — | 5,000 | 333,400 | — | — | ||||||||||||||||||||||||||
3/18/2019 (2) | — | — | — | — | 2,286 | 152,430 | — | — | |||||||||||||||||||||||||||
3/2/2020 (2) | — | — | — | — | 2,775 | 185,037 | — | — | |||||||||||||||||||||||||||
3/2/2020 (3) | — | — | — | — | 9,001 | 600,187 | — | — | |||||||||||||||||||||||||||
3/2/2020 (4) | — | — | — | — | — | — | 9,000 | 600,120 | |||||||||||||||||||||||||||
3/1/2021 (2) | — | — | — | — | 2,300 | 153,364 | — | — | |||||||||||||||||||||||||||
Timothy F. Murphy | 8/8/2011 (6) | — | — | — | — | 10,000 | 666,800 | — | — | ||||||||||||||||||||||||||
1/2/2014 (6) | — | — | — | — | 3,500 | 233,380 | — | — | |||||||||||||||||||||||||||
1/2/2015 (6) | — | — | — | — | 3,500 | 233,380 | — | — | |||||||||||||||||||||||||||
4/3/2017 (7) | 5,000 | — | 39.55 | 4/3/2027 | — | — | — | — | |||||||||||||||||||||||||||
3/1/2018 (2) | — | — | — | — | 1,316 | 87,751 | |||||||||||||||||||||||||||||
3/1/2019 (2) | — | — | — | — | 2,275 | 151,697 | |||||||||||||||||||||||||||||
3/2/2020 (2) | — | — | — | — | 2,775 | 185,037 | |||||||||||||||||||||||||||||
3/2/2020 (3) | — | — | — | — | 9,001 | 600,187 | |||||||||||||||||||||||||||||
3/2/2020 (4) | — | — | — | — | — | — | 9,000 | 600,120 | |||||||||||||||||||||||||||
3/1/2021 (2) | — | — | — | — | 2,300 | 153,364 | |||||||||||||||||||||||||||||
Elizabeth R. Jensen | 3/8/2021 (2) | — | — | — | — | 1,091 | 72,748 | — | — | ||||||||||||||||||||||||||
Jeffrey J. Watorek | 3/1/2018 (2) | — | — | — | — | 158 | 10,535 | — | — | ||||||||||||||||||||||||||
3/1/2019 (2) | — | — | — | — | 272 | 18,137 | — | — | |||||||||||||||||||||||||||
3/2/2020 (2) | — | — | — | — | 333 | 22,204 | — | — | |||||||||||||||||||||||||||
3/2/2020 (3) | — | — | — | — | 2,914 | 194,306 | — | — | |||||||||||||||||||||||||||
3/1/2021 (2) | — | — | — | — | 274 | 18,270 | — | — | |||||||||||||||||||||||||||
3/1/2021 (8) | — | — | — | — | 460 | 30,673 | — | — |
(1) |
Option Exercises and Stock Vested in 2021 | ||||||||||||||||||||||||||||
Option Exercises and Stock Vested in 2022 | Option Exercises and Stock Vested in 2022 | |||||||||||||||||||||||||||
Name | Name | Option Awards | Stock Awards | Name | Option Awards | Stock Awards | ||||||||||||||||||||||
Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | |||||||||||||||||||||
William T. Bosway | William T. Bosway | — | — | 53,951 | 3,834,732 | William T. Bosway | — | — | 21,844 | 1,217,461 | ||||||||||||||||||
Timothy F. Murphy | Timothy F. Murphy | — | — | 3,953 | 187,327 | |||||||||||||||||||||||
Katherine E. Bolanowski | Katherine E. Bolanowski | — | — | 253 | 11,891 | |||||||||||||||||||||||
Jeffrey J. Watorek | Jeffrey J. Watorek | — | — | 473 | 22,415 | |||||||||||||||||||||||
Patrick M. Burns | Patrick M. Burns | — | — | 16,354 | 1,185,270 | Patrick M. Burns | — | — | 31,671 | 1,468,594 | ||||||||||||||||||
Timothy F. Murphy | — | — | 15,919 | 1,151,863 | ||||||||||||||||||||||||
Elizabeth R. Jensen | Elizabeth R. Jensen | — | — | — | — | Elizabeth R. Jensen | — | — | 272 | 12,784 | ||||||||||||||||||
Jeffrey J. Watorek | — | — | 4,306 | 298,751 |
Non-qualified Deferred Compensation | ||||||||||||||||||||||||||||||||||||||||
Name | Name | Executive Contributions in Last FY (1) ($) | Registrant Contributions in Last FY (2) ($) | Aggregate Earnings in Last FY (3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE (4) ($) | Name | Executive Contributions in Last FY (1) ($) | Registrant Contributions in Last FY (2) ($) | Aggregate Earnings in Last FY (3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE (4) ($) | ||||||||||||||||||||||||||||
William T. Bosway | William T. Bosway | 502,425 | 301,455 | 976,795 | — | 3,594,311 | (5) | William T. Bosway | 206,250 | 82,500 | (1,571,466) | — | 2,311,595 | (5) | ||||||||||||||||||||||||||
Timothy F. Murphy | Timothy F. Murphy | 114,416 | 45,766 | (2,515,965) | — | 3,557,378 | (5) | |||||||||||||||||||||||||||||||||
Katherine E. Bolanowski | Katherine E. Bolanowski | 91,950 | 36,780 | (32,885) | — | 224,260 | (5) | |||||||||||||||||||||||||||||||||
Jeffrey J. Watorek | Jeffrey J. Watorek | 24,841 | 4,968 | (20,867) | — | 89,684 | (5) | |||||||||||||||||||||||||||||||||
Patrick M. Burns | Patrick M. Burns | 195,807 | 111,992 | 215,935 | — | 1,183,359 | (5) | Patrick M. Burns | — | — | (437,875) | — | 745,484 | (5) | ||||||||||||||||||||||||||
Timothy F. Murphy | 279,980 | 145,661 | 1,533,854 | — | 5,913,161 | (5) | ||||||||||||||||||||||||||||||||||
Elizabeth R. Jensen | Elizabeth R. Jensen | 29,481 | 11,792 | 1,347 | — | 42,620 | (5) | Elizabeth R. Jensen | 37,702 | 15,081 | (19,863) | — | 75,539 | (5) | ||||||||||||||||||||||||||
Jeffrey J. Watorek | 30,895 | 9,963 | 11,001 | — | 80,742 | (5) |
COMPENSATION OF EXECUTIVE OFFICERS |
(1)Represents the deferred amount of (2)Represents the matching contributions from the Company related to the deferred amount of |
(3)Represents the associated earnings on the balance of each participating (4)Amounts previously reported as compensation to (5)Amount includes |
Pay Ratio | ||
We are required to disclose the ratio of the total annual compensation of our CEO to that of our median employee including (i) the median of the annual total compensation of the employees of Gibraltar, except the CEO (“median employee”); (ii) the annual total compensation of the Non-U.S. employees in Asia accounted for 1.6% of Gibraltar’s employees as of December 31, 2021, and therefore have been excluded under the “de minimis” exemption. We converted compensation for employees paid in currencies other than U.S. dollar into U.S. dollars based on exchange rates as of the end of 2021. We examined a small group of employee for whom annual total compensation as determined from the Company's payroll records was within a few dollars around the median. From this group, we selected an individual we determined to be reasonably representative of our median employee. As calculated using the methodology required for the Summary Compensation Table, the annual total compensation of Mr. Bosway for 2022 was |
COMPENSATION OF EXECUTIVE OFFICERS |
Pay Versus Performance | ||||||||||||||||||||||||||
Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based On (5): | Net Income (thousands) | Return on Invested Capital (ROIC) (7) | |||||||||||||||||||
Total Shareholder Return | Peer Group Total Shareholder Return (6) | |||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||
2022 | $ | 4,498,650 | $ | 1,837,010 | $ | 973,521 | $ | 505,284 | $ | 91 | $ | 128 | $ | 82,406 | 12.71 | % | ||||||||||
2021 | $ | 4,015,386 | $ | 1,084,292 | $ | 958,208 | $ | 352,480 | $ | 132 | $ | 141 | $ | 75,629 | 11.30 | % | ||||||||||
2020 | $ | 4,478,318 | $ | 7,389,974 | $ | 1,333,898 | $ | 2,060,202 | $ | 143 | $ | 112 | $ | 64,566 | 17.59 | % |
(1)The PEO is Bosway our Chief Executive Officer who has been CEO since 2019. |
(2)To calculate Compensation Actually Paid ("CAP") for the PEO, the following adjustments were made to the SCT total in accordance with SEC methodology for determining CAP for each year shown: |
Year | 2022 | 2021 | 2020 | |||||||||||
PEO | Bosway | Bosway | Bosway | |||||||||||
SCT Total Compensation | $ | 4,498,650 | $ | 4,015,386 | $ | 4,478,318 | ||||||||
Less: Stock Award Values Reported in SCT for the Covered Year | $ | (2,887,445) | $ | (2,887,488) | $ | (2,769,105) | ||||||||
Plus: Year-End Fair Value for Stock Awards Granted in the Covered Year | $ | 2,102,910 | $ | 780,890 | $ | 4,173,818 | ||||||||
Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | $ | (1,638,008) | $ | (777,993) | $ | 1,502,807 | ||||||||
Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year | $ | (239,097) | $ | (46,503) | $ | 4,136 | ||||||||
Compensation Actually Paid | $ | 1,837,010 | $ | 1,084,292 | $ | 7,389,974 |
(3)The non-PEO NEOs as a group included for purposes of calculating the average amounts in each applicable year are as follows: 2022: Murphy, Bolanowski, Watorek, Burns, and Jensen 2021: Murphy, Watorek, Burns, and Jensen 2020: Murphy, Syvrud, Watorek, Heard, and Burns |
(4)To calculate CAP for the Non-PEO NEO, the following adjustments were made to the SCT total in accordance with SEC methodology for determining CAP for each year shown: |
Year | 2022 | 2021 | 2020 | |||||||||||
Non-PEO NEOs | See Note 3 | See Note 3 | See Note 3 | |||||||||||
Average SCT Total Compensation | $ | 973,521 | $ | 958,208 | $ | 1,333,898 | ||||||||
Less: Average Stock Award Values Reported in SCT for the Covered Year | $ | (427,869) | $ | (465,253) | $ | (557,480) | ||||||||
Plus: Average Year-End Fair Value for Stock Awards Granted in the Covered Year | $ | 303,370 | $ | 107,105 | $ | 862,274 | ||||||||
Average Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | $ | (246,093) | $ | (249,179) | $ | 317,929 | ||||||||
Average Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year | $ | (97,645) | $ | 1,599 | $ | 103,581 | ||||||||
Average Compensation Actually Paid | $ | 505,284 | $ | 352,480 | $ | 2,060,202 |
(5)The comparison of total shareholder returns assumes that $100 was invested on December 31 of the prior year in Gibraltar Industries, Inc. and the S&P SmallCap 600 Industrials Index, and that dividends were reinvested when paid. |
(6)The selected peer group is the S&P SmallCap 600 Industrials Index. |
(7)The Company-selected measure, which is a measure the Company believes represents the most important financial performance not otherwise presented in the table above that the Company uses to link CAP to the NEOs for fiscal year 2022 to the Company's performance is Return on Invested Capital ("ROIC"), a non-GAAP measure. ROIC is defined as adjusted net income before interest (defined as income from continuing operations, as reported in the Company's audited financial statements plus after tax restructuring charges, senior leadership transition costs, acquisition related items, portfolio management, other special costs or intangible asset impairment charges, if any in applicable year, and tax effected interest expense), divided by average adjusted invested capital (the 13-month average of total stockholders' equity adjusted for special charges plus debt, minus cash for the applicable year). While the Company uses numerous financial measures for purposes of evaluating performance for the Company's compensation programs, the Company has determined that ROIC is the financial performance measure that, in the Company's assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the company's NEOs, for the most recently completed fiscal year, to Company performance. |
COMPENSATION OF EXECUTIVE OFFICERS |
Performance Measures The items listed below represent the most important performance measures used by the Company in 2022 to determine CAP, as described in greater detail in the "Compensation Philosophy and Pay-for-Performance" in the CD&A section of this Proxy Statement: |
Most Important Performance Measure | Nature | |||||||||||||
Return on invested capital | Financial measure | |||||||||||||
Net sales | Financial measure | |||||||||||||
Adjusted EPS | Financial measure | |||||||||||||
Days working capital | Financial measure |
Relationship between Pay and Performance Below are graphs showing the relationships between CAP and the performance measures presented in the table above. |
COMPENSATION OF EXECUTIVE OFFICERS |
COMPENSATION OF EXECUTIVE OFFICERS |
Potential Payments on Termination or Change in Control The following section describes and quantifies potential payments to the named executive offices 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, Severance Agreement Upon termination without cause or a voluntary termination with good reason of Mr. Bosway, the Company's Chairman of the Board, President and Chief Executive Officer, is entitled to a severance payment payable in equal installments over the two (2) year period following termination of employment in an amount equal to two (2) times Mr. Bosway's base salary. Restricted Stock Units The awards of restricted stock units (“RSUs”) which the Company has made to its executive officers provide that the RSUs will be paid in shares of the Company’s stock if the employment of the executive officer is: (i) terminated by the Company without cause, (ii) in the case of the CEO, terminated for “good reason,” or (iii) terminated after one year from the date of grant if the executive officer has attained age 60 and completed at least five years of service to the Company. In each case, a termination without cause will be considered to have occurred if the executive officer’s employment is terminated by the Company for any reason other than a determination by the Compensation and Human Capital Committee that the executive officer has engaged in egregious acts or omissions which have resulted in material injury to the Company and its business. Additionally, the awards of RSUs provide that if a change in control of the Company occurs and, in connection with the change in control, the successor does not expressly assume the RSUs or issue to the executive officers a substitute award, then the executive officers will be entitled to payment for RSUs outstanding on the date the change in control occurs. Performance Stock Units The awards of performance stock units (“PSUs”) Change in Control Agreements The Company has also entered into change in control agreements (the "Change in Control Agreements") with |
•Mr. Bosway is entitled to receive in one lump sum payment an amount equal to the sum of: i.any bonuses accrued for but not yet paid to Mr. Bosway for the fiscal year of the Company ending immediately prior to when the change of control occurred; ii.any regularly scheduled installment of Mr. Bosway's annual base salary which iii.Mr. Bosway's (a) accrued and unpaid vacation pay as of the date when the change of control occurred, (b) annual base salary, including any deferred cash compensation, during the calendar year preceding the year when the change of control occurred multiplied by two and one half, and (c) the highest annual bonus paid to Mr. Bosway during the three years immediately preceding the year in which the change in control occurs. |
COMPENSATION OF EXECUTIVE OFFICERS |
• i.any bonuses accrued for but not yet paid to Mr. Murphy for the fiscal year of the Company ending immediately prior to when the change of control occurred; ii.any regularly scheduled installment of Mr. Murphy's annual base salary which iii.Mr. Murphy's (a) accrued and unpaid vacation pay as of the date when the change of control occurred, and (b) annual base salary, including any deferred cash compensation, during the calendar year preceding the year when the change of control occurred and the highest annual bonus paid to Mr. Murphy during the three years immediately preceding the year in which the change in control occurs, multiplied by two. The payments and benefits payable in the event of a change in control are not subject to any limitations that would prevent them from being considered “excess parachute payments” subject to excise or corporate tax deduction disallowance under the Internal Revenue Code. Therefore, the lump sum payments could require excise tax payments on the part of the executive, and result in a deduction disallowance on the part of our Company. In all Change in Control Agreements, a change in control will be deemed to occur if: i.Any person or group, other than an affiliate of the Company, acquires thirty-five percent (35%) or more of the common stock of our Company without approval of the Board of Directors; ii.There is a change in a majority of the members of the Board of Directors in any twelve-month period and the new directors were not endorsed by the majority of the old directors; or iii.We enter into a merger or consolidation transactions involving fifty percent (50%) or more change in ownership. 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 as if the employment of the executive officer was terminated on December 31, |
COMPENSATION OF EXECUTIVE OFFICERS |
Payments upon Termination of Employment | |||||||||||||||||||||||
Name | Termination by Reason | Severance Agreement (1) ($) | Supplemental Salary Continuation (2) ($) | MSPP (3) ($) | 2018 MSPP (4) ($) | Long-term Incentive Plan (5) ($) | Total ($) | ||||||||||||||||
William T. Bosway | Voluntary Termination | — | — | — | 2,286,933 | 2,336,067 | 4,623,000 | ||||||||||||||||
Voluntary Termination for Good Reason | 1,650,000 | — | — | 3,594,311 | 7,005,600 | 12,249,911 | |||||||||||||||||
Retirement | — | — | — | 3,594,311 | 6,224,711 | 9,819,022 | |||||||||||||||||
Termination without Cause | 1,650,000 | — | — | 3,594,311 | 7,005,600 | 12,249,911 | |||||||||||||||||
Termination for Cause | — | — | — | 2,286,933 | 2,336,067 | 4,623,000 | |||||||||||||||||
Death | — | — | — | 3,594,311 | 7,005,600 | 10,599,911 | |||||||||||||||||
Disability | — | 412,500 | — | 3,594,311 | 7,005,600 | 11,012,411 | |||||||||||||||||
Patrick M. Burns | Voluntary Termination | — | — | — | 740,150 | 785,957 | 1,526,107 | ||||||||||||||||
Retirement | — | — | — | 1,183,359 | 2,057,011 | 3,240,370 | |||||||||||||||||
Termination without Cause | — | — | — | 1,183,359 | 2,210,375 | 3,393,734 | |||||||||||||||||
Termination for Cause | — | — | — | 740,150 | 785,957 | 1,526,107 | |||||||||||||||||
Death | — | — | — | 1,183,359 | 2,210,375 | 3,393,734 | |||||||||||||||||
Disability | — | 225,000 | — | 1,183,359 | 2,210,375 | 3,618,734 | |||||||||||||||||
Timothy F. Murphy | Voluntary Termination | — | — | 2,590,611 | 1,738,397 | 781,823 | 5,110,831 | ||||||||||||||||
Retirement | — | — | 4,174,764 | 1,738,397 | 3,075,705 | 8,988,866 | |||||||||||||||||
Termination without Cause | — | — | 4,174,764 | 1,738,397 | 3,229,069 | 9,142,230 | |||||||||||||||||
Termination for Cause | — | — | 2,590,611 | 1,738,397 | 781,823 | 5,110,831 | |||||||||||||||||
Death | — | — | 4,174,764 | 1,738,397 | 3,229,069 | 9,142,230 | |||||||||||||||||
Disability | — | 225,000 | 4,174,764 | 1,738,397 | 3,229,069 | 9,367,230 | |||||||||||||||||
Elizabeth R. Jensen | Voluntary Termination | — | — | — | 30,443 | — | 30,443 | ||||||||||||||||
Retirement | — | — | — | 42,620 | — | 42,620 | |||||||||||||||||
Termination without Cause | — | — | — | 42,620 | 72,748 | 115,368 | |||||||||||||||||
Termination for Cause | — | — | — | 30,443 | — | 30,443 | |||||||||||||||||
Death | — | — | — | 42,620 | 72,748 | 115,368 | |||||||||||||||||
Disability | — | 182,500 | — | 42,620 | 72,748 | 297,868 | |||||||||||||||||
Jeffrey J. Watorek | Voluntary Termination | — | — | — | 58,500 | 251,717 | 310,217 | ||||||||||||||||
Retirement | — | — | — | 80,742 | 496,899 | 577,641 | |||||||||||||||||
Termination without Cause | — | — | — | 80,742 | 545,842 | 626,584 | |||||||||||||||||
Termination for Cause | — | — | — | 58,500 | 251,717 | 310,217 | |||||||||||||||||
Death | — | — | — | 80,742 | 545,842 | 626,584 | |||||||||||||||||
Disability | — | 120,500 | — | 80,742 | 545,842 | 747,084 |
Payments upon Termination of Employment | |||||||||||||||||||||||
Name | Termination by Reason | Severance Agreement (1) ($) | Supple- mental Salary Continua- tion (2) ($) | Non- equity Incentive Compen- sation (3) ($) | Non- qualified Deferred Compen- sation (4) ($) | Long-term Incentive Plan (5) ($) | Total ($) | ||||||||||||||||
William T. Bosway | Voluntary Termination | — | — | — | 1,494,198 | — | 1,494,198 | ||||||||||||||||
Voluntary Termination for Good Reason | 1,650,000 | — | 1,092,960 | 2,311,595 | 4,313,638 | 9,368,193 | |||||||||||||||||
Retirement | — | — | 1,092,960 | 2,311,595 | 2,210,728 | 5,615,283 | |||||||||||||||||
Termination without Cause | 1,650,000 | — | 1,092,960 | 2,311,595 | 4,313,638 | 9,368,193 | |||||||||||||||||
Termination for Cause | — | — | — | 1,494,198 | — | 1,494,198 | |||||||||||||||||
Death | — | — | 1,092,960 | 2,311,595 | 4,313,638 | 7,718,193 | |||||||||||||||||
Disability | — | 412,500 | 1,092,960 | 2,311,595 | 4,313,638 | 8,130,693 | |||||||||||||||||
Timothy F. Murphy | Voluntary Termination | — | — | — | 2,638,632 | — | 2,638,632 | ||||||||||||||||
Retirement | — | — | 304,246 | 3,557,378 | 1,440,808 | 5,302,432 | |||||||||||||||||
Termination without Cause | — | — | 304,246 | 3,557,378 | 1,913,785 | 5,775,409 | |||||||||||||||||
Termination for Cause | — | — | — | 2,638,632 | — | 2,638,632 | |||||||||||||||||
Death | — | — | 304,246 | 3,557,378 | 1,913,785 | 5,775,409 | |||||||||||||||||
Disability | — | 229,655 | 304,246 | 3,557,378 | 1,913,785 | 6,005,064 | |||||||||||||||||
Katherine E. Bolanowski | Voluntary Termination | — | — | — | 168,317 | — | 168,317 | ||||||||||||||||
Retirement | — | — | 142,973 | 224,260 | 34,961 | 402,194 | |||||||||||||||||
Termination without Cause | — | — | 142,973 | 224,260 | 212,654 | 579,887 | |||||||||||||||||
Termination for Cause | — | — | — | 168,317 | — | 168,317 | |||||||||||||||||
Death | — | — | 142,973 | 224,260 | 212,654 | 579,887 | |||||||||||||||||
Disability | — | 185,007 | 142,973 | 224,260 | 212,654 | 764,894 | |||||||||||||||||
Jeffrey J. Watorek | Voluntary Termination | — | — | — | 89,684 | — | 89,684 | ||||||||||||||||
Retirement | — | — | 69,000 | 89,684 | 180,675 | 339,359 | |||||||||||||||||
Termination without Cause | — | — | 69,000 | 89,684 | 305,835 | 464,519 | |||||||||||||||||
Termination for Cause | — | — | — | 89,684 | — | 89,684 | |||||||||||||||||
Death | — | — | 69,000 | 89,684 | 305,835 | 464,519 | |||||||||||||||||
Disability | — | 125,000 | 69,000 | 89,684 | 305,835 | 589,519 |
(1)The amount shown represent the aggregate payments that would be made upon (2)The amount shown represents payments (3)The amounts shown in this row represent the amount earned under the Management Incentive Compensation Plan for 2022 which was deferred into the 2018 MSPP by Bosway, Murphy, Bolanowski, and Watorek, and therefore the amount in the retirement row includes the Company match as we assume Bosway and Bolanowski attained their fifth anniversary vesting commencement date to calculate retirement payments. It is the Company’s policy to pay amounts due under the Management Incentive Compensation Plan to participants when their employment is terminated without cause. (4)The amounts shown in this column represent the market value of restricted stock units that would vest and convert to a cash balance upon the occurrence of each respective reason of termination. (a) The amount is payable in accordance with |
COMPENSATION OF EXECUTIVE OFFICERS |
(b) The amount is payable in accordance with Murphy's deferral election, with interest compounding at the average of quarterly ten-year treasury rates plus two percent (2%) on the undistributed balance of |
Payments upon Change in Control The following table sets forth the amount of compensation which would be payable to the executive officers of the Company with whom the Company has entered into Change in Control Agreements as described above. For purposes of the payments to be made upon a change in control, the tables reflect amounts which would be paid to the executive officers if the change in control occurred and the executive officers were terminated on December 31, |
Name | Lump Sum Cash Payment ($) | Value of MSPP RSUs ($) | Value of 2018 MSPP RSUs (1) ($) | Value of LTIP RSUs (2) ($) | Value of LTIP PSUs (3) ($) | Value of Retirement RSUs ($) | Value of Outstanding Options ($) | Value of Discretionary RSUs ($) | Total ($) | ||||||||||||||||||||
William T. Bosway | 2,963,618 | — | 3,594,311 | 2,959,658 | 4,846,102 | — | — | — | 14,363,689 | ||||||||||||||||||||
Patrick M. Burns | 1,247,378 | — | 1,183,359 | 824,231 | 1,986,264 | — | — | — | 5,241,232 | ||||||||||||||||||||
Timothy F. Murphy | 1,513,989 | 4,174,764 | 1,738,397 | 577,849 | 1,982,130 | 1,133,560 | 135,650 | — | 11,256,339 | ||||||||||||||||||||
Elizabeth R. Jensen | — | — | 42,620 | 72,748 | — | — | — | — | 115,368 | ||||||||||||||||||||
Jeffrey J. Watorek | — | — | 80,742 | 69,146 | 446,023 | — | — | 30,673 | 626,584 |
Value of: | William T. Bosway ($) | Timothy F. Murphy ($) | Katherine E. Bolanowski ($) | Jeffrey J. Watorek ($) | ||||||||||
Lump Sum Cash Payments | 2,840,808 | 1,334,268 | — | — | ||||||||||
MSPP | — | 2,421,198 | — | — | ||||||||||
2018 MSPP (1) | 2,311,595 | 1,136,180 | 224,260 | 89,684 | ||||||||||
LTIP RSUs (2) | 2,040,880 | 417,967 | 125,253 | 62,442 | ||||||||||
LTIP PSUs (3) | 2,823,318 | 1,097,128 | 87,401 | 222,288 | ||||||||||
Retirement RSUs | — | 779,960 | — | — | ||||||||||
Outstanding Options | — | 31,650 | — | — | ||||||||||
Discretionary RSUs | — | — | — | 21,105 | ||||||||||
Non-equity Incentive Compensation | 1,092,960 | 304,246 | 142,973 | 69,000 | ||||||||||
Total ($) | 11,109,561 | 7,522,597 | 579,887 | 464,519 |
(1)Represents the value of (2)Represents the value of LTIP RSUs currently issued. (3)Represents the value of LTIP PSUs currently issued |
Departures of Former Named Executive Officers Patrick M. Burns served as Chief Operating Officer through his last date of employment on December 30, 2022. In connection with Mr. Burns' departure from the Company, the Company executed a separation agreement with Mr. Burns. Mr. Burns will receive severance payments of $574,138 paid over a 15-month period and his incentive compensation earned under the Management Incentive Compensation Plan for 2022 which is shown in the Summary Compensation Table above, plus a 2018 MSPP match of $76,062 for the portion of the 2022 MICP deferred into his Matching Accounts in 2023. At the time of Mr. Burns' termination, the value of his Deferral and Matching Accounts was $745,484, and the value of his RSUs and PSUs were $1,217,105. Additionally, upon his separation Mr. Burns was gifted his Company car at a fair market value of $24,100 and will receive COBRA continuation coverage that the Company will subsidize of $24,194 over a 15-month period. Elizabeth R. Jensen served as Vice President and Chief Human Resources Officer through her last date of employment on January 13, 2023. Ms. |
PROPOSAL GIBRALTAR INDUSTRIES, INC. AMENDED AND RESTATED The Company is asking stockholders to approve the Amended and Restated Gibraltar Industries, Inc. 2018 Equity Incentive Plan (the “Amended 2018 Equity Plan”). On March We use awards under the 2018 Equity Plan and our other equity plans to attract and retain employees, ensure that our compensation program provides appropriate incentives to motivate our key employees, officers and employees to contribute to our long-term performance and growth, develop a culture of ownership, and align further the interests of participants and our stockholders. Stockholder approval of the Amended 2018 Equity Plan will permit the Company to continue to grant equity compensation awards to its officers, employees and consultants in furtherance of this philosophy. Proposal •increase the total number of shares by 550,000 shares of our Common Stock authorized for issuance by the Company thereunder from •make As of March 17, 2023, there were 443,275full value awards outstanding. There were a total of 236,531 restricted stock units that remain subject to forfeiture, 166,394 performance stock units that remain subject to forfeiture, and 40,350 shares subject to vested deferred stock units. All deferred stock units are held by non-management directors. On the same date there were 5,000 options outstanding with Accordingly, the Board is seeking approval of the Amended 2018 Equity Plan to permit future equity awards The Board of Directors believes there are a number of reasons to vote FOR the adoption of the Amended 2018 Equity Plan as summarized below. |
PROPOSAL 4 - APPROVAL OF THE GIBRALTAR INDUSTRIES, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN |
•Our success depends on providing competitive equity compensation to attract and retain In recent years, the United States job market has been characterized by a historic challenge to attract and retain talent, referred to as the “Great Resignation”, with millions of Americans changing employers or leaving the workforce altogether. There also appears to be a country-wide shortage of skilled labor, which has impacted our industry and related industries. The Amended 2018 Equity Plan will give us flexibility as to the compensation packages we offer, which we believe is critical in this challenging labor market. If the Amended 2018 Equity Plan is not approved, |
•We carefully manage our equity incentive ◦Our three-year average ◦As of March 17, 2023, the Record Date, the 448,275equity awards outstanding, together with the 462,194 shares remaining available for grant under all plans (the 2018 Equity Plan, the 2015 Equity Plan and the Director Plan), amounts to 910,469 shares, representing an "overhang" of 3.0%. "Overhang" was defined as the number of available shares plus the full value awards and options outstanding divided by the number of common shares outstanding as of the record date. If the Amended 2018 Equity Plan is approved, the additional 550,000 shares of common stock available for issuance under the Amended 2018 Equity Plan would increase the "overhang" to 4.7%. ◦We believe our "burn rate" and "overhang" are in line with industry norms. In addition to considering the •Our equity granting practices are broad-based. Over the past three fiscal years the average percentage of grants that went to our NEOs, including our CEO, was approximately 22 percent of the total grants we made during that period. |
PROPOSAL 4 - APPROVAL OF THE GIBRALTAR INDUSTRIES, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN |
•Our Amended 2018 Equity Plan conforms to best practices. The Amended 2018 Equity Plan contains many features designed to address stockholder concerns related to equity plans, including: ◦Prohibitions on options and rights re-pricing and cash buy-outs; ◦Prohibitions on option "re-load" features; ◦No recycling of shares ◦No evergreen share reserve increases; ◦Minimum 100% fair market value exercise price for stock options and rights; ◦No automatic or ◦No tax gross-ups of any Our officers and directors have an interest in this proposal due to their participation in the The following is a summary of the material features of the Amended 2018 Equity Plan, as proposed to be amended, if approved by stockholders at the Annual Meeting. The summary does not purport to be complete and is subject in all respects and qualified in its entirety by the terms of the Amended 2018 Equity Plan, the full text of which is set forth as Appendix B of this Proxy Statement. If our stockholders approve the Amended Plan, a registration statement on Form S-8 covering the shares newly available for issuance will be filed with the SEC. Purpose The Eligible Participants The individuals As of The basis for participation in the Amended |
PROPOSAL 4 - APPROVAL OF THE GIBRALTAR INDUSTRIES, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN |
Administration The Compensation and Human Capital Committee administers the Amended Reservation of Common Stock If any award made under the Amended 2018 Equity Plan expires or is forfeited, the shares which could have been purchased or granted under that award will be Types of Awards Awards will be in the form of Terms of Awards The Non-qualified Options Only non-qualified options may be issued under the Plan. Incentive stock options are not permitted to be issued. There are currently no federal income tax consequences to either the participant or the Company upon the grant of a non-qualified option. Upon the exercise of a non-qualified option, the participant will recognize ordinary compensation income in an amount equal to the excess of the fair market value of each share on the date of exercise over the option price, and the Company generally will be entitled to a federal income tax deduction in the same amount. Special rules apply to a participant who exercises a non-qualified option by paying the exercise price, in whole or in part, by the transfer of shares of previously owned Gibraltar Industries, Inc. Common Stock. Option Price. The exercise price of each option granted under the Amended 2018 Equity Plan will be determined by the Committee at the time the option is granted, but shall not be less than 100% of the fair market value of the Common Stock on the date of the grant. Option Exercise Periods. Options granted under the Amended 2018 Equity Plan expire no more than ten years after the date granted. Options will not be exercisable upon termination of a holder's service with the Company, whether or not they were otherwise exercisable, unless so provided in the terms of the option award. Reload Options. The Amended 2018 Equity Plan expressly prohibits the issuance of options with any reload features. Re-pricing or Cash Buyout. The Amended 2018 Equity Plan expressly prohibits the Company from re-pricing any options or offering a cash buyout for underwater option awards. |
PROPOSAL |
Rights While Restricted Shares Remain Subject to Restrictions. Holders of Restricted Shares granted under the Amended 2018 Equity Plan shall have the right to Rights While Restricted Units Remain Subject to Restrictions. Restricted Units do not provide any voting or cash dividend rights to the holder of such Restricted Units. However, dividends paid in shares will entitle a holder of Restricted Units to additional Restricted Units having the same restricted period as the original Restricted Units. Forfeiture of Restricted Shares and Restricted Units. If the holder of Restricted Shares or Restricted Units terminates his or her Payment of Restricted Shares and Restricted Units. Payment upon the lapse of the restricted period for Restricted Shares shall be made by the issuance of shares Performance Shares and Performance Units Performance Goals and Performance Period. The Committee shall establish written performance goals and performance periods for each award of Performance Shares or Performance Units granted under the Amended 2018 Equity Plan. Rights While Performance Shares Remain Subject to the Rights While Performance Units Remain Subject to the Achievement of Performance Goals. Performance Units do not provide any voting or cash dividend rights to the holder of such Performance Units. However, dividends paid in shares will entitle a holder of Performance Units to additional Performance Units having the same performance goals and performance period as the original Performance Units. Forfeiture of Performance Shares and Performance Units. If the holder of Performance Shares or Performance Units terminates his or her service with the Company before the expiration of the performance period, the Performance Shares or Performance Units will be forfeited unless otherwise specifically provided by the terms of the award. Payment for Performance Shares and Performance Units. Common Stock issued upon the grant of Performance Shares will be retained by the recipient if performance goals are achieved within the performance period, or may be forfeited back to the Company if such goals are not achieved. Common Stock will be issued or cash will be paid for Performance Units, as provided in the award, if the performance goals within the performance period are achieved. Rights Terms of Rights. Rights granted under the Amended 2018 Equity Plan shall provide the holder with the right to receive shares or cash in an amount determined based on the appreciation, if any, in the value of a specified number of shares |
PROPOSAL 4 - APPROVAL OF THE GIBRALTAR INDUSTRIES, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN |
Rights during the Appreciation Period. Rights do not provide any voting or cash dividend rights to the holder. However, dividends paid in shares of Common Stock will entitle a holder to additional Rights having an appreciation period which ends at the same time the appreciation period ends for the original Rights. The base price for such additional Rights is the fair market value of a share of Common Stock on the date dividends are paid. Forfeiture of Rights. If the holder of Rights terminates his or her service with the Change in The The Federal Tax Consequences Restricted Shares and Performance Shares. The Holding Period The Generally, awards granted under the Amended Amendments The Board of Directors may suspend, amend, or terminate the Amended Effective Date The adoption of the original 2018 Equity Incentive Plan was approved by the Board of Directors on March 22, 2018 and was approved by the stockholders of the Company on May 4, 2018. |
PROPOSAL 4 - APPROVAL OF THE GIBRALTAR INDUSTRIES, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN |
New Plan Benefits The type, number, and value of awards which may be granted under the Amended 2018 Equity Plan currently cannot be determined. If the Amended 2018 Equity Plan is approved, the value of grants under the Company's Long-term Incentive Compensation Plan and the number of awards that may be issued cannot be determined at this Vote Required The affirmative vote of the holders of a majority of the shares of Common Stock present, in person or |
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE GIBRALTAR INDUSTRIES, INC. AMENDED AND RESTATED |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Certain Beneficial Owners The following table sets forth beneficial ownership information as of March |
Name and Address | Name and Address | Number of Shares and Nature of Beneficial Ownership (1) (#) | Percent of Class (%) | Name and Address | Number of Shares and Nature of Beneficial Ownership (1) (#) | Percent of Class (%) | ||||||||||||||||||||||
BlackRock, Inc. (2) 55 East 52nd Street New York, NY 10055 | BlackRock, Inc. (2) 55 East 52nd Street New York, NY 10055 | 5,190,501 | 15.8 | BlackRock, Inc. (2) 55 East 52nd Street New York, NY 10055 | 5,477,912 | 17.8 | ||||||||||||||||||||||
T. Rowe Price Associates, Inc. (3) 100 E. Pratt Street Baltimore, MD 21202 | 3,036,618 | 9.3 | ||||||||||||||||||||||||||
The Vanguard Group (4) 100 Vanguard Blvd. Malvern, PA 19355 | 2,796,226 | 8.5 | ||||||||||||||||||||||||||
The Vanguard Group (3) 100 Vanguard Blvd. Malvern, PA 19355 | The Vanguard Group (3) 100 Vanguard Blvd. Malvern, PA 19355 | 2,820,278 | 9.1 | |||||||||||||||||||||||||
T. Rowe Price Investment Management, Inc. (4) 101 E. Pratt Street Baltimore, MD 21202 | T. Rowe Price Investment Management, Inc. (4) 101 E. Pratt Street Baltimore, MD 21202 | 1,980,438 | 6.4 | |||||||||||||||||||||||||
Dimensional Fund Advisors LP (5) 6300 Bee Cave Road, Building One Austin, TX 78746 | Dimensional Fund Advisors LP (5) 6300 Bee Cave Road, Building One Austin, TX 78746 | 1,764,086 | 5.7 | |||||||||||||||||||||||||
Wellington Management Group LLP (6) 280 Congress Street Boston, MA 02210 | Wellington Management Group LLP (6) 280 Congress Street Boston, MA 02210 | 1,552,026 | 5.0 |
(1)Unless otherwise indicated in the footnotes each of the stockholders named in this table has the sole voting and investment power with respect to the shares shown as beneficially owned by such stockholder, except to the extent that authority is shared by spouses under applicable law. (2)Based on information set forth in a statement on Schedule 13G/A (Amendment No. (3)Based on information set forth in a statement on Schedule 13G/A (Amendment No. (4)Based on information set forth in a statement on Schedule 13G filed with the SEC on February 14, 2023 by T. Rowe Price Investment Management, Inc. reflecting information as of December 31, 2022. T. Rowe Price Investment Management, Inc. has sole voting power over 499,609 shares and sole dispositive power over 1,980,438 shares. (5)Based on information set forth in a statement on Schedule 13G filed with the SEC on February 10, 2023 by Dimensional Fund Advisors LP reflecting information as of December 30, 2022. Dimensional Fund Advisors LP has sole voting power over 1,740,672 shares and sole dispositive power over 1,764,086 shares. (6)Based on information set forth in a statement on Schedule 13G filed with the SEC on February 6, 2023 by Wellington Management Group LLP reflecting information as of December 30, 2022. Wellington Management Group LLP has sole voting power over zero shares, shared voting power over 1,546,376 shares, sole dispositive power over zero shares, and shared dispositive power over 1,552,026 shares. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Management The following table sets forth beneficial ownership information as of March |
Name and Address (1) | Name and Address (1) | Number of Shares and Nature of Beneficial Ownership (2) (#) | Percent of Class (%) | Name and Address (1) | Number of Shares and Nature of Beneficial Ownership (2) (#) | Percent of Class (%) | ||||||||||||||||||||||
William T. Bosway | William T. Bosway | 50,078 | * | William T. Bosway | 74,384 | * | ||||||||||||||||||||||
Timothy F. Murphy (3) | Timothy F. Murphy (3) | 42,165 | * | Timothy F. Murphy (3) | 48,332 | * | ||||||||||||||||||||||
William P. Montague (4) | 39,774 | * | ||||||||||||||||||||||||||
Patrick M. Burns | 11,908 | * | ||||||||||||||||||||||||||
Mark G. Barberio | Mark G. Barberio | 8,526 | * | Mark G. Barberio | 10,986 | * | ||||||||||||||||||||||
Jeffrey J. Watorek (5) | 6,188 | * | ||||||||||||||||||||||||||
Linda K. Myers | Linda K. Myers | 5,300 | * | Linda K. Myers | 9,360 | * | ||||||||||||||||||||||
Jeffrey J. Watorek (4) | Jeffrey J. Watorek (4) | 7,997 | * | |||||||||||||||||||||||||
Craig A. Hindman | Craig A. Hindman | 4,721 | * | Craig A. Hindman | 7,181 | * | ||||||||||||||||||||||
James B. Nish | James B. Nish | 2,503 | * | James B. Nish | 4,963 | * | ||||||||||||||||||||||
Gwendolyn G. Mizell | Gwendolyn G. Mizell | 2,460 | * | |||||||||||||||||||||||||
Manish H. Shah | Manish H. Shah | 2,460 | * | |||||||||||||||||||||||||
Katherine E. Bolanowski | Katherine E. Bolanowski | 652 | * | |||||||||||||||||||||||||
Atlee Valentine Pope | Atlee Valentine Pope | — | * | |||||||||||||||||||||||||
Patrick M. Burns | Patrick M. Burns | 11,908 | * | |||||||||||||||||||||||||
Elizabeth R. Jensen | Elizabeth R. Jensen | 178 | * | Elizabeth R. Jensen | 178 | * | ||||||||||||||||||||||
Katherine E. Bolanowski | 165 | * | ||||||||||||||||||||||||||
Gwendolyn G. Mizell | — | * | ||||||||||||||||||||||||||
Atlee Valentine Pope | — | * | ||||||||||||||||||||||||||
Manish H. Shah | — | * | ||||||||||||||||||||||||||
All Directors and Executive Officers as a Group (14 persons) | 171,506 | 0.5 | ||||||||||||||||||||||||||
All Directors and Executive Officers as a Group (11 persons) | All Directors and Executive Officers as a Group (11 persons) | 168,775 | 0.5 |
* Less than 1% (1)The address of each executive officer and director is 3556 Lake Shore Road, PO Box 2028, Buffalo, New York 14219. (2)Unless otherwise indicated in the footnotes each of the stockholders named in this table has the sole voting and investment power with respect to the shares shown as beneficially owned by such stockholder, except to the extent that authority is shared by spouses under applicable law. (3)Includes 5,000 shares of common stock issuable under currently exercisable options outstanding under to our 2015 Equity Incentive Plan. (4) |
PROPOSAL AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO ADD A PROVISION DESIGNATING THE STATE AND FEDERAL COURTS OF THE STATE OF DELAWARE AS THE EXCLUSIVE FORUMS IN WHICH CERTAIN CLAIMS MAY BE BROUGHT AGAINST THE COMPANY The Board has unanimously declared advisable, adopted and recommends that the Company’s stockholders approve, an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) designating the exclusive forums in which certain claims against the Company may be brought. Currently, both the Company’s Amended and Restated By-Laws and its Amended and Restated Certificate of Incorporation are silent as to the forum in which stockholders may bring claims against the Company. As a corporation organized under the laws of the State of Delaware, Delaware law governs the relationship among the Company’s directors, officers and stockholders (also known as the “internal affairs doctrine”). However, federal law gives the federal courts of the United States and the courts of the several states concurrent jurisdiction over claims arising under the Securities Act of 1933, as amended (the “Securities Act”). Federal law gives the federal courts of the United States exclusive jurisdiction over claims brought under the Exchange Act. State law claims may also be brought together with Securities Act claims as well, including claims under the internal affairs doctrine. As more fully described below (such description being qualified in its entirety by the full text of the amendment attached to this Proxy Statement as Appendix C), the Amendment provides that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for claims brought under the internal affairs doctrine. The Amendment further specifies that, to the extent permitted by applicable law, the federal district courts shall be the sole and exclusive forum for claims brought under the Securities Act. The exclusive forum provisions only regulate the forums in which our stockholders may file claims relating to the specified disputes. The provisions do not restrict the ability of plaintiffs to bring such claims or the remedies available if the claims are ultimately successful. By designating the forums in which certain claims can be brought, the Company intends to promote the efficient resolution of such claims and avoid duplicative lawsuits being brought in multiple jurisdictions. Further, the ability to litigate internal claims governed by Delaware law in state courts outside the State of Delaware may mean that claims are brought in jurisdictions which do not apply Delaware law to the Company’s internal affairs in the same manner as the Court of Chancery of the State of Delaware would. Even if such jurisdictions sought to apply Delaware law in a manner consistent with the courts of the State of Delaware, the outcomes of those cases and cases brought in other forums could be inconsistent with each other and with the manner in which the Delaware courts would decide such cases. The Board considered the fact that the Delaware courts are widely regarded as the leading courts for the determination of disputes involving a company’s internal affairs in terms of precedent, experience and focus. The courts’ considerable expertise has led to the development of a substantial and influential body of case law interpreting Delaware law. This provides the Company and stockholders with more predictability regarding the outcome of corporate disputes. The Board also considered that the Court of Chancery of the State of Delaware is a specialized court addressing corporate matters with streamlined procedures and processes which help provide relatively quick decisions, which the Company believes can minimize the time, cost and uncertainty of litigation for all parties. The Court of Chancery of the State of Delaware has developed considerable expertise with respect to corporate law issues, as well as a substantial and influential body of case law construing Delaware’s corporate law and long-standing precedent regarding corporate governance. This provides stockholders and the Company with more predictability regarding the outcome of intra-corporate disputes. In addition, the Board believes that designating the federal district courts of the United States as the exclusive forum for claims brought under the Securities Act would promote efficiencies in the Company’s management of Securities Act litigation. The designation limits forum-shopping in state court by plaintiffs and enables the Company to avoid litigating actions involving the same matter in state and federal courts, with the associated duplication of litigation expenses and the possibility of inconsistent outcomes, and to obtain consolidation of multi-jurisdictional litigation. The designation facilitates submission of Securities Act claims for resolution by federal courts, which have experience and expertise in adjudicating such claims. |
PROPOSAL 5 - APPROVAL OF THE AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION |
In reaching its conclusion to adopt the Amendment and recommend that stockholders approve the Amendment, the Board considered that the exclusive forum provisions contemplated by the Amendment may in some instances impose additional litigation costs on stockholders in pursuing certain claims, particularly if a stockholder does not reside in or near the State of Delaware. The Board also weighed the possibility that an exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Although some plaintiffs might prefer to litigate claims under the Securities Act in a state court because it may be more convenient or viewed as being more favorable to them, or for other reasons, the Board believes that the substantial benefits to the Company and its stockholders as a whole from designating the federal district courts as the exclusive forum for litigation arising under the Securities Act outweigh these concerns. While the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions requiring claims under the Securities Act be brought in federal court are “facially valid” under Delaware law, there is uncertainty as to whether courts in other jurisdictions will enforce provisions such as those contemplated in the Amendment, including whether a court would enforce the provision requiring claims arising under the Securities Act or to be brought in the federal district courts. If the exclusive forum provision contemplated by the Amendment is found to be unenforceable in a particular action, we may incur additional costs associated with resolving such an action or the validity of the exclusive forum provision on appeal. Conversely, the provision contemplated by the Amendment might impose additional litigation costs on stockholders who assert that the provision is not enforceable or is invalid. The Delaware courts or federal district courts may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than to our stockholders. Accordingly, in light of the foregoing and for the reasons stated above, the Board has unanimously declared advisable, adopted and recommends that the Company’s stockholders approve, an amendment adding a new Article XI to our Amended and Restated Certificate of Incorporation to provide that, unless the Company otherwise consents in writing, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for any state law claims for: •any derivative action or proceeding brought on behalf of the Company; •any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, agent or stockholder of the Company to the Company or the Company’s stockholders; •any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or the Second Amended and Restated By-Laws (as either may be amended or restated) or as to which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery of the State of Delaware; or •any action asserting a claim governed by the internal affairs doctrine of the State of Delaware. The amendment also provides that, unless the Company consents in writing, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, the rules and regulations promulgated thereunder, or any ancillary claims related thereto which are subject to the ancillary jurisdiction of the federal courts. A copy of the amendment to our Amended and Restated Certificate of Incorporation is attached as Appendix C to this Proxy Statement. Vote Required The affirmative vote of the holders of a majority of the outstanding shares of Common Stock is required to approve the Amendment. |
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCLUDE AN EXCLUSIVE FORUM PROVISION AS INCLUDED IN PROPOSAL 5. |
PROPOSAL 6 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit and Risk Committee of the Company’s Board has appointed the firm of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, The Audit and Risk Committee is responsible for the appointment, oversight, and compensation of the Company’s independent registered public accounting firm, which is evaluated on an annual basis. Before selecting Ernst & Young LLP, the Audit and Risk Committee carefully considered that firm’s qualifications as the independent registered public accounting firm for the Company and the audit scope. Stockholder ratification of the Audit and Risk Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm is not required by the Company’s bylaws or otherwise. The Company’s Board of Directors is submitting the appointment of Ernst & Young LLP to the stockholders for ratification and will reconsider whether to retain Ernst & Young LLP if the stockholders fail to ratify the Audit and Risk Committee’s appointment. In addition, even if the stockholders ratify the appointment of Ernst & Young LLP, the Audit and Risk Committee may in its discretion appoint a different independent accounting firm at any time during the year if the Audit and Risk Committee determines that a change is in the best interests of the Company. |
THE AUDIT AND RISK COMMITTEE RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM IN PROPOSAL |
INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit and Risk Committee selected Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the The Audit and Risk Committee determined that the provision of the audit-related and permitted non-audit services provided by EY during fiscal Fees Billed to the Company by EY during Fiscal Year |
Types of Fees | 2021 | 2020 | ||||||||||||||||||
Audit fees | $ | 1,849,160 | $ | 1,331,015 | ||||||||||||||||
Audit-related fees | — | — | ||||||||||||||||||
Tax fees | — | 7,708 | ||||||||||||||||||
All other fees | 4,000 | 4,000 | ||||||||||||||||||
Total | $ | 1,853,160 | $ | 1,342,723 |
Types of Fees | 2022 | 2021 | ||||||||||||||||||
Audit fees | $ | 1,866,455 | $ | 1,849,160 | ||||||||||||||||
Audit-related fees | — | — | ||||||||||||||||||
Tax fees | — | — | ||||||||||||||||||
All other fees | 2,000 | 4,000 | ||||||||||||||||||
Total | $ | 1,868,455 | $ | 1,853,160 |
INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
Audit Fees The aggregate fees billed by EY for each of the fiscal years ended December 31, Audit-Related Fees There were no audit-related services billed by EY during Tax Fees There were no tax services provided All Other Fees The aggregate fees billed for other products and services for the fiscal years ended December 31, 2022 and 2021, respectively, which related to access to accounting literature and Pre-Approval for Non-Audit Services Policies and Procedures of the Audit and Risk Committee The Audit and Risk Committee has adopted procedures for pre-approving audit and non-audit services to be provided by EY. In considering such approval, the Audit and Risk Committee may request all such information and documentation from the Company as it deems necessary in order for it to make its decision with respect to the requested engagement. The Audit and Risk Committee may discuss the potential engagement with the independent registered public accounting firm, with its counsel or other professional advisors. The Audit and Risk Committee shall consider whether or not the performance of the requested non-audit services complies with law, including but not limited to the Sarbanes-Oxley Act and the regulations promulgated by the SEC thereunder. It shall also consider whether the services provided will have a negative effect upon the integrity of the Company’s financial reporting, whether by approving such engagement the Audit and Risk Committee is complying with and promoting its purposes, duties, and functions as set forth in its Charter, and it shall also consider any potential negative effect which the engagement may have on the Company, including the possible appearance of a conflict of interest or impropriety. One hundred percent |
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS The Audit and Risk Committee is responsible for reviewing and approving transactions and business relationships with any significant stockholder, director, director nominee, executive officer or other member of senior management, or their family members on an ongoing basis. The Audit and Risk Committee requests and receives from the Company on an annual basis, a list and description of transactions with related parties, as described above, to the extent such transactions are required to be reported in the Company’s Annual Report on Form 10-K and the Company's Proxy Statement pursuant to Regulation S-K, Item 404(a). The Audit and Risk Committee reviews and discusses such transactions with management and the independent auditor, and approves or ratifies such transactions on an annual basis. Prior to approval or ratification of such transactions, the Audit and Risk Committee considers the qualifications of the related party, fees charged to the Company, and the significance of the transaction to the Company and the related party. There were no transactions with related parties during |
AUDIT AND RISK COMMITTEE REPORT The Audit and Risk Committee currently consists of The Audit and Risk Committee has reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, The Audit and Risk Committee appointed Ernst & Young LLP as Company’s independent public accounting firm. Based on the review and the discussions referred to above, the Audit and Risk Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, |
AUDIT AND RISK COMMITTEE OF THE BOARD OF DIRECTORS OF GIBRALTAR INDUSTRIES, INC. | |||||
James B. Nish (Chair) | |||||
Mark G. Barberio | |||||
Manish H. Shah |
ADDITIONAL INFORMATION Date, Time, and Place of Annual Meeting Gibraltar Industries, Inc., a Delaware corporation (the “Company”, “Gibraltar”, “we”, “our”, or “us”), is making this Definitive Proxy Statement available to you on or about April Voting Information Record Date The Board of Directors has fixed the close of business on March Solicitation Costs The cost of the solicitation of proxies in the accompanying form will be borne by the Company, including expenses in connection with preparing and mailing this Proxy Statement. In addition to the use of the mail, proxies may be solicited by personal interviews and by telephone by directors, officers, and employees, without any additional compensation, as well as proxy solicitors. We have retained Alliance Advisors, LLC (“Alliance”) to act as a proxy solicitor in conjunction with the |
Revocability of Proxy The execution of a proxy will not affect a stockholder’s right to virtually attend the Voting Your Proxy If the enclosed proxy is properly executed, returned, and received in time for the 2023 Annual Meeting, the shares represented thereby will be voted in accordance with the specifications, if any, made on the proxy card. If no specification is made, the proxies will be voted as recommended by the Board of Directors (i) FOR the nominees for directors named in this Proxy Statement, (ii) ONE YEAR with respect to the advisory vote to determine stockholder preference on whether future Say-on-Pay votes should occur every one, two, or three years (the "Say-When-on-Pay" vote), (iii) FOR the approval of the advisory resolution on our executive compensation (the “Say-on-Pay” vote), (iv) FOR the approval of the Gibraltar Industries, Inc. Amended and Restated 2018 Equity Incentive Plan, (v) FOR the approval of an amendment to our Amended and Restated Certificate of Incorporation to add a provision designating the state and federal courts of the State of Delaware as the exclusive forums in which certain claims may be brought against the Company and (vi) FOR the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. Vote Required The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting will constitute a quorum. When a quorum is present, to be elected, directors must receive a majority of the votes cast. With respect to advisory vote to determine stockholder preference on frequency of Say-on-Pay votes, the approval of one, two, or three years will be based on a plurality of the votes |
ADDITIONAL INFORMATION |
cast that are entitled to vote, based on a vote of either one year, two years, or three years. Each other proposal submitted to the stockholders requires the affirmative vote of holders of a majority of the shares present in person or represented by proxy at the meeting and, entitled to vote, assuming a quorum is present. |
Vote Impact | ||||||||||||||||||||||||||
Proposal | Required Vote | For | Withhold/ Against | Abstain | Broker Non-Votes | |||||||||||||||||||||
1 | Election of Directors | Majority of votes cast. | For the director nominee(s) | Against the director nominee(s) | Not a vote cast | Not a vote cast | ||||||||||||||||||||
2 | Advisory approval to determine stockholder preference on whether future Say-on-Pay votes should occur every one, two, or three years (Say-When-on-Pay) | Plurality of the votes cast that are entitled to vote, based on a vote of either one year, two years or three years. | Not applicable | Not applicable | Not applicable | Not entitled to vote | ||||||||||||||||||||
3 | Advisory approval of the Company’s executive compensation (Say-on-Pay) | Majority of shares present that are entitled to vote. | For the proposal | Against the proposal | Against the proposal | Not entitled to vote | ||||||||||||||||||||
4 | Approval of the Gibraltar Industries, Inc. Amended and Restated 2018 Equity Incentive Plan | Majority of shares present that are entitled to vote. | For the proposal | Against the proposal | Against the proposal | Not entitled to vote | ||||||||||||||||||||
5 | Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a provision designating the state and federal courts of the State of Delaware as the exclusive forums in which certain claims may be brought against the Company | Majority of outstanding shares. | For the proposal | Against the proposal | Against the proposal | Against the proposal | ||||||||||||||||||||
6 | Ratification of Ernst & Young LLP as our Independent Registered Public Accounting Firm | Majority of shares present that are entitled to vote. | For the proposal | Against the proposal | Against the proposal | -- | ||||||||||||||||||||
Directors are elected by a majority of votes cast unless the election is contested, in which case directors are elected by a plurality of votes cast. Nominees for the election of directors must receive more “for” than “against” votes to be elected. If an incumbent director, in an uncontested election, does not receive a majority of the votes cast, the director is required to tender his or her resignation to the Board of Directors. The Nominating, Governance and Corporate Social Responsibility Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the recommendation and publicly disclose its decision and rationale behind it within ninety (90) days of the date election results are certified. Your shares may be voted on some of the matters to be acted on at the 2023 Annual Meeting if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm with voting instructions. Brokerage firms have the authority to vote shares on certain routine matters for which their customers do not provide voting instructions. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered |
ADDITIONAL INFORMATION |
public accounting firm for the year ending December 31, 2023 is the only stockholder proposal considered a routine matter. |
The election of directors, the Say-When-on-Pay vote, the Say-on-Pay vote, approval of the Gibraltar Industries, Inc. Amended and Restated 2018 Equity Incentive Plan, and approval of the amendment to our Amended and Restated Certificate of Incorporation providing for exclusive forums for disputes are not considered routine. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial holder of the shares with respect to that proposal, the brokerage firm CANNOTvote the shares on that proposal. This is called a “broker non-vote.” The impact of broker non-votes is described in the table above. Please execute your proxy promptly so your shares will be represented at the 2023 Annual Meeting. |
EQUITY COMPENSATION PLAN INFORMATION The following table summarizes information as of December 31, |
Plan Category | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (2) (#) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (3) ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (4) (#) | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (2) (#) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (3) ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (4) (#) | ||||||||||||||
Equity Compensation Plans Approved by Security Holders (1) | Equity Compensation Plans Approved by Security Holders (1) | 625,530 | $ | 39.55 | 531,780 | Equity Compensation Plans Approved by Security Holders (1) | 492,088 | $ | 39.55 | 506,396 |
(1)Consists of the Omnibus Plans and the Amended and Restated 2016 Stock Plan for Non-Employee Directors. With respect to PSUs that are outstanding under the Omnibus Plans, if the related performance criteria have not been certified as of the date of the table, this column reflects the target number of shares issuable pursuant to these awards; and if the performance criteria have been certified as of the date of the table, this column reflects the earned number of shares issuable pursuant to such awards. (2)Consists of (3)The PSUs, RSUs and DSUs that have been issued under our equity compensation plans do not require a payment by the recipient to us at the time of vesting. As such, the weighted-average exercise price in this column does not take these awards into account. (4)Consists of the |
DELINQUENT SECTION 16(a) REPORTS Section 16(a) of the Exchange Act requires the Company’s Directors and executive officers, and any persons who own more than ten percent (10%) of a registered class of the Company’s equity securities, to file reports of initial ownership of Common Stock and subsequent changes in that ownership with the Securities and Exchange Commission pursuant to Section 16(a). Based solely on the Company's review of such filed forms and representations from our Directors and executive officers that no other forms were required, to our knowledge, other than a Form 4 filed by William Montague on May 6, 2022, all of the Company's Directors and executive officers, and other persons who owned more than 10% of the Company's outstanding common stock, fully complied with the reporting requirements of Section 16(a) during fiscal year |
OTHER MATTERS The Company’s management does not currently know of any matters to be presented for consideration at the 2023 Annual Meeting other than the matters described in the Notice of Annual Meeting. However, if other matters are presented, the accompanying proxy confers upon the person or persons entitled to vote the shares represented by the proxy, discretionary authority to vote such shares in respect of any such other matter in accordance with their best judgment. |
STOCKHOLDERS’ PROPOSALS On December 7, 2022, our Board adopted the Second Amended and Restated By-Laws which resulted in material changes to the procedures by which security holders may recommend nominees to the Board and nominate candidates for the Board. The Second Amended and Restated By-Laws, among other things: •updated certain provisions related to the conduct of stockholder meetings, including clarifying or providing that (1) the Company can postpone, reschedule or cancel stockholder meetings (other than a special meeting of the stockholders that was called at the request of the stockholders), (2) the number of nominees submitted by stockholders may not exceed the number of directors to be elected at a meeting, (3) the meeting chairperson has the power, right and authority to convene and recess or adjourn such meeting of stockholders from time to time, (4) a stockholder seeking to present a nomination or other business at a meeting of the stockholders must appear (in person or by an appropriate representative) at such meeting and (5) the meeting chairperson has power to determine whether a nomination or any other business was properly brought before a meeting, relates to an item of business that is a proper subject for stockholder action under applicable law and was made or proposed, as the case may be, in accordance with the procedures set forth in the Second Amended and Restated By-Laws and applicable law, and if not, to declare that no action will be taken on such nomination or other proposal and that the Company will disregard any proxies or votes solicited for such nomination or other business; •enhanced procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of stockholder proposals, including, among other things, (1) to provide that, to be timely, stockholders must provide notice of director nominations or other business (a) to be presented at the Company’s annual meeting of stockholders no more than 120 days and not less than 90 days prior to the anniversary date of the immediately preceding annual meeting of stockholders or (b) to be presented at a special meeting of stockholders no more than 120 days and not less than 90 days prior to such special meeting, provided that if the mailing of the notice and public disclosure of the date of the special meeting were less than 100 days prior to the date of the special meeting, a notice of director nominations or other business shall be timely if provided by the close of business on the tenth day following the date of such mailing or public disclosure, (2) to provide that the adjournment, recess, judicial stay, rescheduling or postponement, or announcement thereof, of any meeting of stockholders shall not commence a new time period for giving of notice under the advance notice bylaws, (3) to require that stockholders proposing a nomination or other matter for any meeting of stockholders must be a stockholder of record at the time of the notice, on the record date and at the time of the meeting of stockholders, be entitled to vote at the meeting and comply with the notice procedures and other applicable requirements of the Second Amended and Restated By-Laws and applicable law, (4) to require additional information relating to the noticing stockholder and the related beneficial owner, a proposed nominee, if any, and a stockholder proposal, if any, be provided in any stockholder notice of director nominations or other business to be presented at any meeting of stockholders, (5) to provide that the Company may require such noticing stockholder to provide such other information as it may reasonably require to determine the eligibility of any proposed nominee to serve as an independent director, (6) to require that the noticing stockholder must update the information provided to the Company as of the record date and as of a date nearer to the meeting date; (7) to provide that that the Board may require any proposed nominee to submit to interviews with the Board; and (8) to provide that the disclosure requirements for stockholder nominations and proposals at meetings of stockholders also apply to proposed stockholder actions by written consent; and •made technical changes in light of the universal proxy rules, including, among other things, (1) to require that any stockholder providing notice pursuant to Rule 14a-19 deliver to the Secretary of the Company (a) notice that such stockholder intends to solicit proxies for nominees in compliance with Rule 14a-19 and, no later than seven business days prior to the applicable stockholder meeting, reasonable evidence that the requirements of Rule 14a-19(a)(3) have been satisfied, and (b) notice of failure to comply with Rule 14a-19 or that such stockholder no longer intends to solicit proxies in accordance with Rule 14a-19, (2) to require any director nominee to consent to inclusion in a proxy statement and card and to comply with Company policies and (3) to require that the form of proxies must be prepared in accordance with Rule 14a-19. |
STOCKHOLDERS' PROPOSALS |
Stockholders who wish to nominate persons for election to the Board or propose other matters to be considered at the The requirements for advance notice of stockholder proposals under our Second Amended and Restated By-Laws do not apply to proposals properly submitted under Rule 14a-8 under the Exchange Act. We reserve the right to reject, rule out of order or take other appropriate action with respect to any director nomination or stockholder proposal that does not comply with our Second Amended and Restated By-Laws and other applicable requirements. December |
HOUSEHOLDING OF ANNUAL MEETING MATERIALS Some banks, brokers, and other nominee record holders may be participating in the |
AVAILABILITY OF FISCAL YEAR The Company will provide without charge to each person whose proxy is solicited, on the written request of such person, a copy of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, |
We urge you to vote promptly to ensure that your shares are represented at the Annual Meeting. | ||||||||
The accompanying Notice of | |||||
Katherine E. Bolanowski General Counsel, Vice President and Secretary | |||||
Buffalo, New York | |||||
April |
SAFE HARBOR STATEMENTS Forward-Looking Statements Certain information set forth in this Proxy Statement, other than historical statements, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based, in whole or in part, on current expectations, estimates, forecasts, and projections about the Company’s business, and management’s beliefs about future operations, results, and financial position. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “anticipates,” "aspires," “expects,” “estimates,” “seeks,” “projects,” “intends,” “plans,” “opportunities,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These statements are not guarantees of future performance and are subject to a number of risk factors, uncertainties, and assumptions. Actual events, performance, or results could differ materially from the anticipated events, performance, or results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from current expectations include, among other things, the availability and pricing of our principal raw materials and component parts, supply chain challenges causing project delays and field operations inefficiencies and disruptions, availability of labor at our manufacturing and distribution facilities or on our project sites, The content of our website or the website of other third parties noted herein are not incorporated by reference in this Proxy Statement. | ||
Adjusted Financial Measures To supplement Gibraltar’s financial information presented on a GAAP basis, Gibraltar also presented certain adjusted financial measures in this Proxy Statement, including adjusted net income, adjusted earnings per share (Adjusted EPS) and days working capital (DWC), each a non-GAAP financial measure. Adjusted net income means the Company's net income from continuing operations as determined pursuant to GAAP, but excludes special charges consisting of restructuring costs primarily associated with 80/20 simplification or lean initiatives, senior leadership transition costs, Adjustments to the most directly comparable financial measures presented on a GAAP basis are quantified in the adjusted financial measures reconciliation in the appendix of this Proxy Statement. The adjusted measures in this Proxy Statement should not be viewed as a substitute for the Company’s GAAP results and may be different than adjusted measures used by other companies and the Company's presentation of non-GAAP financial measures should not be construed as an inference that the Company's future results will be unaffected by unusual or non-recurring items. |
APPENDIX A - NON-GAAP MEASUREMENTS The Company provides certain non-GAAP financial measures in this proxy statement that are not in accordance with generally accepted accounting principles in the United States (GAAP). Our non-GAAP financial measures of adjusted net income and adjusted EPS excludes the below listed items, as they do not contribute to a meaningful evaluation of the Company's future operating performance or comparisons to the Company's past operating performance. These measures should not be considered in isolation or as a substitute for analysis of the Company's results as reported under GAAP. Other companies may calculate this non-GAAP financial measure differently than the Company does, limiting the usefulness of such measure for comparative purposes. The following summarizes the level of attainment for each financial performance goal during the year ended December 31, |
Net Sales | Adjusted EPS | DWC | Net Sales | Adjusted EPS | DWC | |||||||||||||||||
Net sales, as reported (GAAP) | Net sales, as reported (GAAP) | $ | 1,339,783 | Net sales, as reported (GAAP) | $ | 1,389,966 | ||||||||||||||||
Income from continuing operations per share - diluted, as reported (GAAP) | Income from continuing operations per share - diluted, as reported (GAAP) | $ | 2.25 | Income from continuing operations per share - diluted, as reported (GAAP) | $ | 2.56 | ||||||||||||||||
Restructuring and intangible asset impairment charges | $ | 0.38 | ||||||||||||||||||||
Senior leadership transition costs | $ | 0.04 | ||||||||||||||||||||
Restructuring charges and senior leadership transition costs | Restructuring charges and senior leadership transition costs | $ | 0.26 | |||||||||||||||||||
Acquisition related items | Acquisition related items | $ | 0.11 | Acquisition related items | $ | 0.07 | ||||||||||||||||
Portfolio management | Portfolio management | $ | 0.51 | |||||||||||||||||||
Income from continuing operations per share - diluted, adjusted | Income from continuing operations per share - diluted, adjusted | $ | 2.78 | Income from continuing operations per share - diluted, adjusted | $ | 3.40 | ||||||||||||||||
Average net working capital (1) | Average net working capital (1) | $ | 167,490 | Average net working capital (1) | $ | 249,257 | ||||||||||||||||
Average daily sales (2) | Average daily sales (2) | $ | 3,722 | Average daily sales (2) | $ | 3,861 | ||||||||||||||||
Days working capital (DWC) | Days working capital (DWC) | 45.0 | Days working capital (DWC) | 64.6 |
(1)Average net working capital presents the 13-month average of accounts receivable and inventory less accounts payable for each month end between December 31, (2)Average daily sales represents net sales, as reported (GAAP), divided by three-hundred and sixty (360) days. |
2022 ROIC | |||||
Income from continuing operations, as reported (GAAP) | $ | ||||
Restructuring charges and | |||||
Acquisition related items, after tax | |||||
Adjusted net income | 109,359 | ||||
Tax effected interest expense | |||||
Adjusted net income before interest | $ | ||||
Average adjusted invested capital (1) | $ | ||||
Return on invested capital (ROIC) | % |
(1)Average adjusted invested capital represents the 13-month average of total stockholders’ equity adjusted for special charges plus debt, minus cash for the period ended December 31, |
APPENDIX B |
GIBRALTAR INDUSTRIES, INC. AMENDED AND RESTATED | ||
In order to provide for an increase in the number of shares of common stock of the Company which are available to be issued to officers, Directors and employees, the Compensation In addition, with respect to the 2018 Plan, the Compensation Committee of the Company’s Board of Directors determined that it was the best interests of the Company’s stockholders to provide in the 2018 Plan that, instead of the “single trigger” change in control payment structure which is contained in the 2015 Plan, payment to 2018 Plan participants will not be made Now, the Compensation Committee of the Company’s Board of Directors has determined that (i) the number of shares of common stock of the Company which are available for issuance under the terms of the 2018 Plan may not be sufficient to satisfy the number of shares of common stock of the Company which are anticipated to be issued to the Company’s officers, directors and employees during the 2023 calendar year and future years under the terms of the equity based incentive compensation programs which have been adopted by the Compensation Committee of the Company’s Board of Directors, and (ii) a roll-forward of the outstanding shares under the 2015 Plan and consolidation of such outstanding shares under the 2018 Plan will (A) subject the shares currently available under the 2015 Plan to the same “double trigger” change in control provisions as awards under the 2018 Plan, (B) increase the aggregate number of shares available to be granted under the 2018 Plan while removing any shares currently authorized but unissued under the 2015 Plan, and (C) simplify plan administration and the Company’s grant practices. In connection with the foregoing, May 3, 2023. ARTICLE DEFINITIONS The following words and phrases, when used in this Plan, shall have the following meanings, unless a different meaning is plainly required by the context: 1.01 2015 Plan means the Gibraltar Industries, Inc. 2015 Equity Incentive Plan, which was originally effective as of May 7, 2015, and subsequently amended. |
1.02 Affiliate means any corporation under common control with the Company within the meaning of Section 414(b) of the Internal Revenue Code and any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(c) of the Internal Revenue Code. 1.03 Appreciation Period means the period of time between the Date of Grant of a Right and the date that the Right is exercised. 1.04 Acquiror means, in the case of a Change in Control, the surviving, continuing, successor or purchasing corporation or other business entity that holds the business and assets of the Company following the consummation of the Change in Control, or any Affiliate of such corporation or other business entity. 1.05 Award means any Option, Share, 1.06 Base Price means the dollar amount used to determine the amount of the increase, if any, in the value of the Share used to determine the value of a Right, which 1.07 Beneficiary means any person, firm, corporation, trust or other entity designated by a Participant in accordance with Section 11.07 to receive any 1.10 Cause means that the Company, the Acquiror or the entity that is the surviving entity in the Merger Sale transaction has determined (and provided the Eligible Employee a written statement of its determination) that the Eligible Employee has engaged in egregious acts or omissions which have resulted in material injury to the Company or the surviving entity in the Merger Sale transaction and its business. 1.11 Change in Control means the occurrence of any of the following: (a) During any twelve-consecutive month period, any “person” or group of persons (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) other than the Company, an Affiliate of the Company or an employee benefit plan sponsored by the Company becomes the “beneficial owner” (as defined in section 13(d) of the Exchange Act) of thirty five percent (35%) or more of the then outstanding voting stock of the Company; or (b) a majority of the members of the Board of Directors is replaced during any consecutive twelve-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors prior to the date of appointment or election; (c) the Company enters into a Merger Sale Agreement and the Eligible Person’s employment with or service to the Company or the entity which is the survivor of the anticipated Merger Sale transaction and all of its Affiliates is terminated (by the Company or the survivor of the Merger Sale, without Cause, in the case of an Eligible Person that is an Employee or by the Eligible Person for a Good Reason) during the period beginning on the date the Merger Sale Agreement is executed and ending on the earlier of: (i) the date the transaction contemplated by the Merger Sale Agreement is consummated; and (ii) the date the Merger Sale Agreement is terminated; provided that, for purposes of this Section 1.11(c) only, the date on which the Change in Control shall be deemed to have occurred is the date the Eligible Person’s employment is terminated; or (d) the consummation of a Merger Sale. 1.12 Code and Internal Revenue Code mean the Internal Revenue Code of 1986, as amended. 1.14 Common Stock means the common stock (par value $0.01 per share) of the Company. |
1.15 Company means Gibraltar Industries, Inc., a Delaware corporation. 1.16 Compensation Administration Committee means a committee comprised of the Company's President and two (2) senior level management employees of the Company, selected by the President and employed in a position which is at the director level or any more senior position; provided that, the President may, in his discretion and at any time, remove and/or replace with different senior level management employees, either or both of the senior level management employees who serve with the President as members of the Compensation Administration Committee. 1.17 Compensation Committee means the Compensation and Human Capital Committee of the Board of Directors. 1.21 Disability means, with respect to any Employee, such employee’s “permanent and total disability” as defined in Section 22(e)(3) of the Code or any successor provision. 1.22 Dividend Equivalent Units means additional Restricted Units, additional Performance Units or additional Rights credited to a Participant pursuant to Section 5.04, Section 6.04 or Section 7.02. 1.23 Dividend Payment Date means each 1.24 Eligible Person means: (a) each Employee of the Company or any Affiliate; (b) each member of the Board of Directors 1.25 Employee means each natural person that is engaged in the performance of services for the Company or any |
Merger Sale Agreement is executed; or (d) the Company or its successor fails to offer the Eligible Employee a position after the Change in Control comparable to that held by the Eligible Employee immediately prior to the Change in Control. 1.29 Incentive Stock Option means an Option that is an “incentive stock option” within the meaning of Section 422 of the Code. 1.30 Merger Sale means the consolidation, merger, or other reorganization of the Company, other than any such consolidation, merger or reorganization of the Company in which holders of Common Stock immediately prior to the earlier of: (a) the Board of Director’s approval of such consolidation, merger or other reorganization; or (b) the date of the stockholders meeting in which such consolidation, merger or other reorganization is approved, continue to hold more than seventy percent (70%) of the outstanding voting securities of the surviving entity immediately after the consolidation, merger, or other reorganization. 1.31 Merger Sale Agreement means an agreement between the Company and any one or more other persons, firms, corporations or other entities (which are not Affiliates of the Company) providing for a consolidation, merger or other reorganization in which the holders of Common Stock of the Company immediately prior to the Company’s execution of such agreement do not hold more than seventy percent (70%) of the outstanding voting securities of the surviving entity immediately after the consummation of the consolidation, merger, or other reorganization contemplated by such agreement. 1.32 Non-Qualified Stock Option means an Option that is not an Incentive Stock Option. 1.33 Option means an option to purchase Shares granted pursuant to Article 4 of the Plan. 1.34 Option Cash Out Payment means an amount, payable to a Participant that is the holder of Options, equal to the amount by which: (a)(i) the greatest of: (A) the Fair Market Value of one Share, determined as of the date a Merger Sale Agreement is executed by the Company; (B) the Fair Market Value of one Share, determined as of the day immediately preceding the date a Change in Control occurs; and (C) the amount, if any, of cash payable with respect to one Share in connection with the consummation of the Change in Control as provided for by the certificate filed with the Delaware Secretary of State to effect the Change in Control; multiplied by (ii) the total number of Shares which the Participant is entitled to acquire pursuant to all Options (whether or not such Options are then currently exercisable pursuant to the provisions of the instruments containing the terms of the Option Awards held by the Participant) held by the Participant on the date the Change in Control is effective; exceeds (b) the aggregate amount which the Participant would be required to pay to the Company in connection with the purchase by the Participant of all Shares which the Participant is entitled to purchase pursuant to the exercise of all unexpired and unexercised Options held by the Participant as of the date the Change in Control is effective (whether or not such Options are then currently exercisable pursuant to the provisions of the instruments containing the terms of the Option Awards held by the Participant). 1.35 Participant means any Eligible Person who holds an Award granted under the Plan, and any successor, permitted transferee or Beneficiary that succeeds to such individual’s interest in such Award. 1.36 Performance Goals means the performance goals established by the Committee in connection with Awards granted to Eligible Persons under Article 6, which performance goals are used to determine whether any payment will be made to Eligible Persons in connection with Awards granted under Article 6 and, if any such payments are to be made, the amount of the payments. 1.37 Performance Period means the period established by the Committee for measuring whether, and to what extent, any Performance Goals established in connection with any Award granted under Article 6 hereof have been met. 1.38 Performance Shares means Shares that may be issued and delivered pursuant to an Award made to an Eligible Person under Article 6, depending on the achievement, or the level of achievement, of one or more Performance Goals within such period, as provided in Article 6. |
1.39 Performance Units means Units credited to an Eligible Person at the beginning of a Performance Period pursuant to an Award made to such individual under Article 6, and any Dividend Equivalent Units that are credited to the individual with respect to such Units during such Performance Period, payment with respect to which Units and related Dividend Equivalent Units depends on the achievement, or the level of achievement, of one or more Performance Goals within such period, as provided in Article 6. 1.40 Plan means this Amended and Restated Gibraltar Industries, Inc. 1.42 Restatement Effective Date means the effective date of this Plan, May 3, 2023. 1.43 Restricted Period means the period of time during which Restricted Shares or Restricted Units are subject to Restrictions as set forth in Article 5. 1.44 Restricted Shares means Shares which are granted subject to Restrictions pursuant to Article 5. 1.45 Restricted Units means Units credited to an Eligible Person which are subject to Restrictions at the beginning of a Restricted Period pursuant to an Award made to such Eligible Person under Article 5, and any Dividend Equivalent Units that are credited to the Eligible Person with respect to such Units during such Restricted Period as provided in Article 5. 1.46 Restrictions means the restrictions to which Restricted Shares or Restricted Units are subject under the provisions of Section 5.02. 1.47 Retirement means the termination of a Participant’s employment with or service to the Company and all of its Affiliates, provided that such termination occurs after: (a) the Participant has either: (i) been continuously employed by or provided services (as a non-employee director, consultant or other independent advisor) to the Company or any of its Affiliates for a period of at least five (5) years and attained at least age sixty (60); or (ii) attained at least age sixty-five (65); and (b) the Participant has given at least thirty (30) days advance notice (or other time period acceptable to the Committee) to the Company or, if applicable, the Affiliate of the Company by whom the Participant is employed or for whom the Participant is providing services, which notice states that the Participant will retire from his or her employment with or service to the Company and its Affiliates. 1.48 Right means an Award which enables the Eligible Person to whom the Award has been made to receive Shares having a Fair Market Value equal to an amount which is based on the amount by which the Fair Market Value of one Share at the end of the Appreciation Period exceeds the Base Price of one Share at the beginning of the Appreciation Period. 1.49 Right Cash Out Payment means an amount, payable to a Participant that is the holder of Rights, equal to the amount by which: (a)(i) the greatest of: (A) the Fair Market Value of one Share, determined as of the date a Merger Sale Agreement is executed by the Company; (B) the Fair Market Value of one Share, determined as of the day immediately preceding the date a Change in Control occurs; and (C) the amount, if any, of cash payable with respect to one Share in connection with the consummation of the Change in Control as provided for by the certificate filed with the Delaware Secretary of State to effect the Change in Control; multiplied by (ii) the total number of Shares represented by the Rights held by the Participant; exceeds (b) the aggregate Base Price of the Shares used to calculate the value of the Rights held by the Participant, determined, with respect to each Right, as of the date the Right was granted to the Participant and adjusted, if applicable, pursuant to Section 3.02. |
1.50 Share means a share of Common Stock. 1.51 Termination of Service means: (a)(i) with respect to any Employee, his or her ceasing to be employed by the Company and each of its Affiliates; (ii) with respect to any non-employee director, his or her ceasing to serve as a member of the Board of Directors; and (iii) with respect to any consultant or other independent advisor providing services to the Company or its Affiliates, that, in each case, is a natural person, the termination of all consulting or other service providing arrangements which such consultant or independent advisor has with the Company and each Affiliate of the Company; provided that (b) in each case, the termination of employment or termination of service constitutes a “separation from service” within the meaning of Internal Revenue Code Section 409A and the regulations of the Secretary of the Treasury promulgated thereunder. 1.52 Unit means a unit of measurement equivalent to one Share, with none of the attendant rights of a shareholder of such Share, (including among the rights which the holder of a Unit does not have are the right to vote such Share and the right to receive dividends thereon), except to the extent otherwise specifically provided herein. ARTICLE AWARDS 2.01 Form of Awards.Awards 2.02 2.03 Prohibited Award Terms. Notwithstanding the foregoing provisions of this Article 2, the Committee shall not grant and shall not have authority to grant any Award to any Eligible Person, whether as a new Award or as an Award granted in exchange for a prior Award made hereunder if, under the terms of |
to which the Fair Market Value of the Company’s Common Stock is less than the exercise price established under the Option or the Base Price established with respect to the Right; (g) the Eligible Person, upon the settlement of any Award in connection with which the Company has withheld Shares of Common Stock from the Eligible Person for the purpose of paying the applicable withholding taxes payable by the Eligible Person in connection with the issuance to the Participant of more than Five Hundred Thousand (500,000) shares or payment to the Participant of cash compensation having a value in excess of Five Hundred Thousand (500,000) Shares. ARTICLE SHARES SUBJECT TO THE PLAN 3.01 Shares Available for (a) Subject to the provisions of Section 3.02 hereof, the aggregate number of Shares that may be (b) Subject to the provisions of Section 3.01(a) and Section 3.01(c), upon the grant of any Award, the overall aggregate number of Shares available for further Awards under the Plan shall be reduced by the number of Shares (c) There shall be added back to the aggregate number of Shares available for the grant of Awards under the Plan, as determined under (a) and (b) above, the following: (i) any 3.02 Certain Adjustments to |
to prevent substantial dilution or enlargement of the rights granted to, or available for, the Participants hereunder. The Committee shall give notice to each 3.03 Listing and Qualification of ARTICLE 4.01 Awards of Options. Subject to the terms and conditions of the Plan, Options may be granted under the Plan to Eligible Persons for the purchase of such number of Shares, at such times and, upon such terms and conditions, as the Committee in its discretion may determine. 4.03 Term of Options. The period of time during which an Option may be exercised shall be such period of time as is determined by the Committee and specified in the instrument setting forth the terms of the Option Award; provided that, in no event may the period of time during which an Option may be exercised exceed ten (10) years from the Date of Grant of the Option. Notwithstanding any other provision in this Plan to the contrary, no Option may be exercised after its expiration. 4.04 Exercise of Options. Each Option granted hereunder shall become exercisable, in whole or in part, at such time or times during its term as the instrument evidencing the grant of such Option shall specify. To the extent that an Option has become exercisable, it may be exercised thereafter, in whole or in part, at any time or from time to time prior to its expiration, as to any or all Shares as to which the Option has become and remains exercisable, subject to the provisions of Section 4.05 below. 4.05 Termination of Service. Except as the instrument evidencing the grant of an Option may otherwise provide, the portion of any outstanding Option held by an Eligible Person on the date of his or her Termination of Service that has not become exercisable prior to such date, and the portion of such Option which was exercisable but had not been exercised prior to the date of the Eligible Person’s Termination of Service, shall be forfeited on such date. Notwithstanding the foregoing, if the Committee so determines, in its discretion, the instrument evidencing the grant of an Option may provide that the portion of the Option that is exercisable at the time of the Eligible Person’s Termination of Service will continue to be exercisable, and that the portion of such Option that is not exercisable at such time will become exercisable in accordance with the terms of the Option and remain exercisable thereafter, during such period of time after the date on which the Eligible Person’s Termination of Service occurs (but not beyond the expiration of the term of the Option), in such circumstances and subject to such terms and conditions, as are specified in such instrument. 4.06 Exercise Price and Method of Exercise. The price at which Shares may be purchased upon any exercise of an Option shall be the price per share determined by the Committee and specified in the instrument evidencing the grant of such Option; provided that, in no event shall the exercise price per Share be less than: (a) the Fair Market Value of a Share determined as of the Date of Grant of the Option; or (b) if greater, the par value of a Share. An Option shall be exercised by delivery of a written notice of exercise, in a form satisfactory to the Committee, to the Company at its principal business office and addressed to the attention of the Company’s Secretary or such other person as the Company’s Secretary may have designated to receive such notice. The notice shall specify the number of Shares with respect to which the Option is being exercised. The notice shall be |
accompanied by payment of the exercise price of the Shares for which the Option is being exercised, which payment shall be made under one or more of the methods of payment provided in Section 4.07 below. 4.07 Payment. Payment of the exercise price for Shares purchased upon the exercise of an Option shall be made by one, or by a combination of any, of the following methods: (a) in cash, which may be paid by check or other instrument acceptable to the Company, or by wire transfer of funds, in each case in United States dollars; if permitted by the Committee and subject to any terms and conditions it may impose on the use of such methods, by: (i) the delivery to the Company of other Shares owned by the Participant; provided that such shares have been owned by the Participant for the requisite period necessary to avoid a charge to the Company’s earnings; or (ii) the surrender to the Company of Shares that otherwise would have been delivered to the Participant upon exercise of the Option; and (c) to the extent permissible under applicable law, through any cashless or net exercise sale and remittance procedure that the Committee in its discretion may from time to time approve. For purposes of determining the portion of the exercise price payable upon the exercise of an Option that will be treated as satisfied by the delivery or surrender of Shares pursuant to clause (b) (i) or (ii) above, or clause above, Shares so delivered or surrendered shall be valued at their Fair Market Value determined as of the business day next preceding the date on which the Option is exercised. 4.08 Other Option Provisions. The instrument evidencing the grant of any Option hereunder may contain such other terms and conditions, not inconsistent with the provisions of the Plan or any applicable law, as the Committee may determine. 4.09 Rights of a Shareholder. Upon the exercise by a Participant of an Option or any portion thereof in accordance with the Plan, the provisions of the instrument evidencing the grant of such Option and any applicable rules and regulations established by the Committee and the issuance to the Participant of a certificate representing the Shares with respect to which the Option has been exercised, the Participant shall have all of the rights of a stockholder of the Company with respect to the Shares issued as a result of such exercise. Prior to the issuance to a Participant of a certificate representing Shares issuable to the Participant upon his or her exercise of an Option, the Participant shall not have any rights as a stockholder of the Company with respect to such Shares. ARTICLE 5 RESTRICTED SHARES AND RESTRICTED UNITS 5.01 Awards of Restricted Shares and Restricted Units. Subject to the limitations set forth in Article 3 and to the other terms and conditions of the Plan, Restricted Shares and Restricted Units may be granted to such Eligible Persons, at such times, and in such amounts, as the Committee may determine in its discretion. 5.02 Restrictions and Restricted Period. At the time of each grant of Restricted Shares or Restricted Units to any Participant, the Committee shall establish a period of time within which the Restricted Shares or Restricted Units covered by such grant (and the Participant’s right to receive payment with respect to such Restricted Units) may not be sold, assigned, transferred (other than a transfer to the Participant’s Beneficiary occurring by reason of the Participant’s death), made subject to gift, or otherwise disposed of, or mortgaged, pledged or otherwise encumbered, whether voluntarily or by operation of law. The Committee in its discretion may prescribe a separate Restricted Period for any specified portion of the Restricted Shares or Restricted Units granted pursuant to any Award. 5.03 Rights While Restricted Shares Remain Subject to Restrictions. Restricted Shares granted to a Participant hereunder may be issued to the Participant as of the Date of Grant as uncertificated shares or as Shares represented by a stock certificate bearing a legend or legends making appropriate references to the Restrictions. Until the Restrictions which apply to Restricted Shares lapse in accordance with the provisions of Section 5.05 below or Section 9.01(b)(iii), the Restricted Shares granted to a Participant which are not certificated shall be held in the Participant’s name in a bookkeeping account maintained by the Company and Restricted Shares granted to a Participant and represented by a stock certificate shall continue to bear the legend or legends making reference to the Restrictions. A separate account shall be maintained for all Restricted Shares granted to a Participant with a Restricted Period ending on the same date. Except for the Restrictions which apply to Restricted Shares, and subject to the forfeiture provisions applicable under Section 5.06 below, a Participant shall have, with respect to all Restricted Shares so held for his |
account, all of the rights of a stockholder of the Company, including full voting rights with respect to such Shares and the right to receive currently with respect to the Participant’s Restricted Shares all dividends and other distributions payable generally on the Company’s Shares. If any dividends or distributions so payable are paid in Shares, the Shares paid as a dividend or distribution with respect to a Participant’s Restricted Shares shall be subject to the same Restrictions and provisions relating to forfeiture as apply to the Restricted Shares with respect to which they were paid. Such stock dividend Shares shall themselves be treated as Restricted Shares, and shall be credited to the same account which the Company maintains for those Restricted Shares of the Participant with respect to which such stock dividends or distributions were paid. Notwithstanding the foregoing, if the instrument evidencing the grant of any Restricted Shares to a Participant so provides, all cash dividends and distributions payable generally on the Company’s Shares that are otherwise payable with respect to the Restricted Shares granted to the Participant shall not be paid currently to the Participant but instead, shall be applied to the purchase of additional Shares for the Participant’s account. The additional Shares so purchased shall be subject to the same Restrictions and provisions relating to forfeiture as apply to the Restricted Shares with respect to which they were paid. Such additional Shares shall themselves be treated as Restricted Shares, and shall be credited to the same account which the Company maintains for those Restricted Shares of the Participant with respect to which such dividends or distributions were paid. The purchase of any such additional Shares shall be made in accordance with such other procedure as may be specified in the instrument evidencing the grant of the Restricted Shares on which such dividends are paid. 5.04 Rights While Restricted Units Remain Subject to Restrictions. No Shares shall be issued at the time an award of Restricted Units is made. Except as provided in the following paragraph or otherwise provided by the instrument evidencing an Award of Restricted Units, a Participant that is the holder of an Award of Restricted Units shall not have any rights as a shareholder with respect to such Restricted Units. Restricted Units granted to a Participant hereunder shall be credited to a bookkeeping account maintained by the Company for the Participant. A separate account shall be maintained for all Restricted Units granted to a Participant with a Restricted Period ending on the same date and for all Dividend Equivalent Units that are to be credited to such account in accordance with the next following paragraph. If any dividends or other distributions payable on the Company’s Shares are paid in Shares during any period that a Participant holds an Award of Restricted Units, as of the applicable Dividend Payment Date, a number of additional Restricted Units shall be credited to each account established for the Participant to reflect the number of Restricted Units held by the Participant as of such Dividend Payment Date. The number of additional Restricted Units to be credited shall be determined by first multiplying: (a) the total number of Restricted Units standing to the Participant’s credit in such account on the day immediately preceding such Dividend Payment Date (including all Dividend Equivalent Units credited to such account on all previous Dividend Payment Dates); by (b) the per share dollar amount of the dividend paid on such Dividend Payment Date; and then, (c) dividing the resulting amount by the Fair Market Value of one Share on such Dividend Payment Date. Dividend Equivalent Units awarded pursuant to this paragraph to a Participant that holds an Award of Restricted Units shall have the same Restricted Period as the Restricted Units with respect to which such Dividend Equivalent Units have been awarded. 5.05 Lapse of Restrictions and Payment. Upon the expiration of the Restricted Period for any Restricted Shares or Restricted Units granted to a Participant hereunder but subject to the provisions of Section 5.06 below, the Restrictions applicable to such Restricted Shares or Restricted Units shall lapse, and payment with respect to such Restricted Shares or Restricted Units (including any related Dividend Equivalent Units) shall be made in accordance with the following provisions: (a) In the case of Restricted Shares, payment shall be made by delivery to the Participant of a stock certificate for the number of such Restricted Shares, free and clear of all Restrictions to which such shares were subject, or, in the case of Restricted Shares which are held as book entry Shares, the Committee shall cause the restrictions on such book entry Restricted Shares to be removed. However, if the Restricted Shares with respect to which the applicable Restrictions have lapsed includes a fractional Share, payment for such fractional Share shall be made in cash, in an amount equal to the Fair Market Value of such fractional Share determined as of the date on which such Restrictions lapsed. Delivery of such stock certificate and any such cash payment shall be made to the Participant as soon as practicable following the lapse of the applicable Restrictions. |
(b) In the case of Restricted Units (including related Dividend Equivalent Units), payment shall be made: (i) in all cases other than Restricted Units issued in connection with the MSPP, by the issuance and delivery to the Participant of a stock certificate for a number of Shares equal to the number of whole Restricted Units and related Dividend Equivalent Units with respect to which the applicable Restrictions have lapsed, and (ii) by payment in cash for any fractional Restricted Unit payable as a result of the lapse of such Restrictions, in an amount equal to the Fair Market Value of such fractional Restricted Unit determined as of the date as of which such Restrictions lapsed. In the case of Restricted Units issued pursuant to the terms of the MSPP, payment shall be made, in cash, in an amount and at the time provided for in the MSPP. Issuance of certificates for Shares shall be made in such manner and at such time or times as provided in such instrument. Unless otherwise provided by the instrument evidencing a grant of Restricted Units, payment with respect to any part or all of a Participant’s Restricted Units (including related Dividend Equivalent Units) may be deferred, at the Participant’s election, upon such terms and conditions as are specified by the Participant, in writing, subject to the restrictions on deferral of compensation contained in Code Section 409A. 5.06 Termination of Service. Except as the instrument evidencing the grant of Restricted Shares or Restricted Units may otherwise provide, upon an Eligible Person’s Termination of Service for any reason prior to the expiration of the Restricted Period which is in effect for any Restricted Shares or Restricted Units (and related Dividend Equivalent Units) standing to his or her credit immediately prior to such Termination of Service, the Eligible Person’s right to receive payment with respect to such Restricted Shares, Restricted Units and Dividend Equivalent Units shall be forfeited and canceled as of the date of such Termination of Service, and no payment of any kind shall be made with respect to such Restricted Shares, Restricted Units and Dividend Equivalent Units. Notwithstanding the foregoing, if the Committee so determines, in its discretion, the instrument evidencing the Award of such Restricted Shares or Restricted Units may provide that if the Eligible Person’s Termination of Service occurs as a result of the Eligible Person’s death, Disability or Retirement, as a result of a termination of the Eligible Person’s employment by the Company without “Cause” or as a result of a termination of the Eligible Person’s employment by the Eligible Person for a “Good Reason” (in each case, as “Cause” and “Good Reason” are defined herein or may otherwise be defined in the terms of any employment agreement between the Company and the Eligible Person or in the instrument evidencing the grant of Restricted Shares or Restricted Units), payment will be made with respect to all or a Pro Rata Portion of such Restricted Shares or Restricted Units and any related Dividend Equivalent Units. In such case, only the Eligible Person’s right to receive payment with respect to any remaining portion of the Restricted Shares or Restricted Units (and related Dividend Equivalent Units) for which such Restricted Period was established shall be canceled and forfeited. Any payment required to be made with respect to an Eligible Person’s Restricted Shares or Restricted Units (and related Dividend Equivalent Units) pursuant to this paragraph shall be made as soon as practicable after the date of such Eligible Person’s Termination of Service, and shall be made in the manner specified in Section 5.05. Notwithstanding the provisions of Section 5.03 or of the above, if an Eligible Person's Termination of Service occurs, for any reason, prior to the expiration of the Restricted Period which is in effect for an Award of Restricted Shares, the Eligible Person shall, to the extent that the Eligible Person has forfeited any Restricted Shares in connection with such Termination of Service, be deemed to forfeit his right to all cash dividends received with respect to the portion of the Restricted Shares previously awarded to such Eligible Person which have been forfeited. In connection with the forfeiture by an Eligible Person of the cash dividends received by the Eligible Person with respect to the Restricted Shares previously awarded to the Eligible Person which have been forfeited, the Eligible Person shall be obligated to pay to the Company, no later than thirty (30) days following such Eligible Person's Termination of Service, the amount of the dividends received by such Eligible Person which is deemed to be forfeited pursuant to the provision of the preceding sentence. In connection with the foregoing, if, pursuant to the provisions of the preceding paragraph, the Committee has provided in the instrument evidencing the Award of Restricted Shares that the Eligible Person’s right to receive payment for all or a Pro Rata portion of the Restricted Shares will not be forfeited if the Eligible Person's Termination of Service occurs prior to the end of the Restricted Period established for such Restricted Shares as a result of the Eligible Person's death, Disability or Retirement, as a result of a termination of the Eligible Person’s employment by the Company without “Cause” or as a result of a termination of the Eligible Person’s employment by the Eligible Person for a “Good Reason”, the Eligible Person will not forfeit his right to all cash dividends received with respect to the portion of Restricted Shares which have not been forfeited and such Eligible Person shall be entitled to retain all or a portion of such cash dividends. |
5.07 Notice of Code Section 83(b) Election. A Participant who files an election under Section 83(b) of the Code to include in gross income the Fair Market Value of any Restricted Shares granted hereunder while such Shares are still subject to Restrictions shall furnish the Company with a copy of the election so filed by the Participant, within ten days of the filing of such election with the Internal Revenue Service. ARTICLE 6 PERFORMANCE SHARES AND PERFORMANCE UNITS 6.01 Awards of Performance Shares and Performance Units. Subject to the limitations set forth in Article 3 and to the other terms and conditions of the Plan, Performance Shares or Performance Units may be granted to such Eligible Persons, at such times, in such amounts, and upon such terms and conditions, as the Committee may determine in its discretion. Performance Shares and Performance Units shall be granted in accordance with the provisions set forth below. 6.02 Establishment of Performance Goals and Performance Targets. In connection with each Award of Performance Shares or Performance Units, the Committee shall establish in writing, and the instrument evidencing the grant of such Award shall specify: (a) the Performance Goal or Goals and the Performance Period that will apply with respect to such Award; (b) the level or levels of achievement of the Performance Goal or Goals that must be met in order for payment to be made with respect to the Award; (c) the number of Performance Shares that will be issued and delivered to the recipient of the Award, or the percentage of the Performance Units (and any related Dividend Equivalent Units) credited to the recipient in connection with the Award as to which payment will be made, if the Performance Goal or Goals applicable to such Award: (i) have been fully achieved; (ii) have been exceeded; or (iii) have not been fully achieved but have been achieved at or beyond any minimum or intermediate level of achievement specified in the instrument evidencing the grant of such Award; and (d) such other terms and conditions pertaining to the Award as the Committee in its discretion may determine. 6.03 Rights While Performance Shares Remain Subject to Achievement of Performance Goals. Performance Shares granted to a Participant hereunder may be issued to the Participant as of the Date of Grant as uncertificated shares or as Shares represented by a stock certificate bearing a legend or legends making appropriate reference to the restrictions on transferability of such Performance Shares as hereinafter set forth. Until the Performance Period which applies to the Performance Shares expires, the Performance Shares granted to a Participant which are not certificated shall be held in the Participant’s name in a bookkeeping account maintained by the Company and Performance Shares granted to a Participant and represented by a stock certificate shall continue to bear the legend or legends making reference to the restrictions on transferability of such Performance Shares as hereinafter set forth. Until the Performance Period which applies to an award of Performance Shares has expired, the Performance Shares shall not be sold, assigned, transferred (other than a transfer to the Participant’s Beneficiary occurring by reason of the Participant’s death), made subject to gift or otherwise disposed of, mortgaged, pledged or otherwise encumbered, whether voluntarily or by operation of law. A separate account shall be maintained for all Performance Shares granted to a Participant with a Performance Period ending on the same date. Except for the restrictions on transferability which apply to Performance Shares, and subject to the forfeiture provisions applicable under Section 6.10 below, a Participant shall have, with respect to all Performance Shares so held for his account, all of the rights of a stockholder of the Company, including full voting rights with respect to such Shares and the right to receive currently with respect to the Participant’s Performance Shares, all dividends and other distributions payable generally on the Company’s Shares. If any dividends or distributions so payable are paid in Shares, the Shares paid as a dividend or distribution with respect to a Participant’s Performance Shares shall be subject to the same Performance Goals and provisions relating to forfeiture as apply to the Performance Shares with respect to which they were paid. Such stock dividend Shares shall themselves be treated as Performance Shares, and shall be credited to the same account which the Company maintains for those Performance Shares of the Participant with respect to which such stock dividends or distributions were paid. Notwithstanding the foregoing, if the instrument evidencing the grant of any Performance Shares to a Participant so provides, all cash dividends and distributions payable generally on the Company’s Shares that are otherwise payable with respect to the Performance Shares granted to the Participant shall not be paid currently to the Participant but instead, shall be applied to the purchase of additional Shares for the Participant’s account. The additional Shares so purchased shall be subject to the same Performance Goals and provisions relating to forfeiture as apply to the Performance Shares, and shall be credited to the same account which the Company |
maintains for those Performance Shares of the Participant with respect to which such dividends or distributions were paid. The purchase of any such additional Shares shall be made in accordance with such other procedure as may be specified in the instrument evidencing the grant of the Performance Shares on which such dividends are paid. 6.04 Rights While Performance Units Remain Subject to Achievement of Performance Goals. No Shares shall be issued at the time an Award of Performance Units is made. Except as provided in the following paragraph or otherwise provided in the instrument evidencing an Award of Performance Units, a Participant that is the holder of an Award of Performance Units shall not have any rights of a shareholder with respect to such Performance Units. Performance Units granted to a Participant hereunder shall be credited to a bookkeeping account maintained by the Company for the Participant. A separate account shall be maintained for all Performance Units granted to a Participant with a Performance Period ending on the same date and for all Dividend Equivalent Units that are to be credited to such account in accordance with the following paragraph. If any dividends or other distributions payable on the Company’s Shares are paid in Shares during any period that a Participant holds an Award of Performance Units, as of the applicable Dividend Payment Date, a number of additional Performance Units shall be credited to each account established for the Participant to reflect the number of Performance Units held by the Participant as of such Dividend Payment Date. The number of such additional Performance Units to be credited shall be determined by first multiplying: (a) the total number of Performance Units standing to the Participant’s credit in such account on the day immediately preceding such Dividend Payment Date (including all Dividend Equivalent Units credited to such account on all previous Dividend Payment Dates); by (b) the per Share dollar amount of the dividend paid on such Dividend Payment Date; and then, (c) dividing the resulting amount by the Fair Market Value of one Share on such Dividend Payment Date. Dividend Equivalent Units awarded pursuant to this paragraph to a Participant that holds an Award of Performance Units shall have the same Performance Goals and Performance Period as the Performance Units with respect to which such Dividend Equivalent Units have been awarded. 6.05 Performance Goals for Covered Executives. In the case of any Award of Performance Shares or Performance Units to any Eligible Person who is a Covered Executive, the Performance Goal or Goals established in connection with such Award shall be based on one or more of the following business criteria, as determined by the Committee in its discretion: (a) the attainment of specified levels of, or increases in, the Company’s after-tax or pretax return on stockholder’s equity; (b) the attainment of specified levels in the fair market value of the Company’s Shares; (c) the attainment of specified levels of growth in the value of an investment in the Company’s Shares, assuming that all dividends paid on the Company’s Common Stock are reinvested in additional Shares; (d) the attainment of specified levels of, or increases in, the Company’s pre-tax or after-tax earnings, profits, net income, or earnings per share; (e) the attainment of specified levels of, or increases in, the Company’s earnings before income tax, depreciation and amortization (EBITDA); (f) attainment of specified levels of, or increases in, the Company’s net sales, gross revenues or cash flow from operations; (g) the attainment of specified levels of, or increases in, the Company’s working capital, or in its return on capital employed or invested; (h) the attainment of specified levels of, or decreases in, the Company’s operating costs or any one or more components thereof, or in the amount of all or any specified portion of the Company’s debt or other outstanding financial obligations; and (i) such other business performance criteria as may, from time to time, be established by the Committee in the instrument which contains the Award of Performance Shares or Performance Units. Any of the business criteria described in the preceding paragraph which the Committee establishes as a Performance Goal may be measured either by the performance of the Company and its Affiliates on a consolidated basis, or by the performance of any one or more of the Company’s subsidiaries, divisions, or other business units, as the Committee in its discretion may determine. In its discretion, the Committee may also establish Performance Goals, based on any of the business criteria described in this Section 6.05, that require the attainment of a specified level of performance of the Company, or any of its subsidiaries, divisions or other business units, relative to the performance of other specified corporations, in order for such Performance Goals to be met. The Committee may also, in its discretion, include in any Performance Goal the attainment of which depends on a determination of the net earnings or income of the Company or any of its subsidiaries, divisions or other business units, provisions which require such determination to be made by eliminating the effects of any decreases in or charges to earnings for: (a) the effect of foreign currency exchange rates; (b) any acquisitions, divestitures, discontinuances of business operations, restructurings, impairments, refinancings or other special charges; (c) the cumulative effect of any accounting changes; and (d) any “extraordinary items” as determined under generally accepted accounting principles, to the extent that such decreases or charges referred to in clauses |
(a) through (d) of this paragraph are separately disclosed in the Company’s Annual Report for each fiscal year within the applicable Performance Period. 6.06 Performance Goals for Non-Covered Executives. In the case of Awards of Performance Shares or Performance Units made hereunder to Eligible Persons who are not Covered Executives, the Performance Goal or Goals applicable to such Awards shall be such corporate or individual goals as the Committee in its discretion may determine. 6.07 Measurement of Performance. At the end of the Performance Period established in connection with any Award of Performance Shares or Performance Units, the Committee shall determine the extent to which the Performance Goal or Goals established for such Award have been met, and shall determine, on that basis, the number of Performance Shares or Performance Units included in such Award that have been earned and as to which payment will be made pursuant to Section 6.09 below, subject to the adjustments provided for in Section 6.08 and the forfeiture provisions of Section 6.10. In the case of any Award granted to a Covered Executive, the issuance of Performance Shares to the Covered Executive shall be subject to Section 162(m) of the Code. 6.08 Adjustment of Award Amounts. The number of Shares issuable with respect to an Award on the basis of the level of attainment of the applicable Performance Goals as determined by the Committee under Section 6.07 shall be subject to adjustment in accordance with the following provisions: (a) To the extent not inconsistent with the terms of the Plan and if the instrument evidencing the Award so provides, the number of Shares otherwise issuable with respect to an Award to an Eligible Person who is not a Covered Executive may be increased or decreased to the extent determined by the Committee in its discretion, based on the Committee’s evaluation of the Eligible Person’s individual performance or to reflect such other events, circumstances or factors as the Committee in its discretion deems appropriate in determining the extent to which payment should be made with respect to the Eligible Person’s Award. (b) Notwithstanding the provisions of Section 6.08(a) above, the Committee shall not have any authority to increase the number of Shares otherwise issuable with respect to any Award of Performance Shares or Performance Units to a Covered Executive. However, if the instrument evidencing an Award to a Covered Executive so provides, the Committee may, in its discretion, reduce the number of Shares otherwise issuable with respect to such Award: (i) to reflect any decreases in or charges to earnings that were not taken into account pursuant to clause (a), (b), (c), or (d) of the last paragraph of Section 6.05 in determining net earnings or income for purposes of any Performance Goal established in connection with such Award; (ii) to reflect any credits to earnings for extraordinary items of income or gain that were taken into account in determining net earnings or income for such purposes; (iii) to reflect the Committee’s evaluation of the Covered Executive’s individual performance; or (iv) to reflect any other events, circumstances or factors which the Committee believes to be appropriate in determining the extent to which payment should be made with respect to the Covered Executive’s Award. 6.09 Payment of Awards. Payment with respect to that number of Performance Shares or Performance Units subject to any Award which the Committee has determined under Section 6.07 above to have been earned, as adjusted to the extent determined by the Committee under Section 6.08, shall be made in accordance with the following provisions: (a) In the case of any such Performance Shares, payment shall be made by the issuance and delivery to the Participant of a stock certificate for the requisite number of such Shares free of the legends making reference to restrictions on transferability of the Performance Shares provided for by this Plan, or, in the case of Performance Shares which are held as book entry Shares, the Committee shall cause the restrictions on such book entry Performance Shares to be removed. However, if the Performance Shares with respect to which payment is to be made include a fractional Share, payment of such fractional Share shall be made in cash, in an amount equal to the Fair Market Value of such fractional Share determined as of the end of the Performance Period. Such Shares shall be issued and delivered, and, if applicable, such cash payment shall be made, to the Participant as soon as practicable after the end of the Performance Period applicable to the Award in question. (b) In the case of Performance Units, (including related Dividend Equivalent Units), payment shall be made: (i) by the issuance and delivery to the Participant of a stock certificate for a number of Shares equal to the total number of such whole Performance Units and related Dividend Equivalent Units; and (ii) by payment in cash for any fractional Unit in an amount equal to the Fair Market Value of such fractional Unit determined as of the |
day immediately preceding the date as of which payment is to be made. Notwithstanding the foregoing, payment for such Performance Units (including related Dividend Equivalent Units) may be made wholly or partly in cash, in an amount equal to the Fair Market Value of all of the Units and any fractional Unit as to which a cash payment is to be made, if the instrument evidencing the grant of such Performance Units so provides. Payment shall be made in such manner and at such time or times as provided in such instrument. Unless otherwise provided by the instrument evidencing the grant of Performance Units, payment with respect to any part or all of a Participant’s Performance Units (including any related Dividend Equivalent Units) may be deferred, at the Participant’s election, upon such terms and conditions as are specified by the Participant, in writing, subject to the restrictions on deferral of compensation contained in Code Section 409A. 6.10 Termination of Service. Except as the instrument evidencing the grant of Performance Shares or Performance Units may otherwise provide, upon an Eligible Person’s Termination of Service for any reason prior to the end of the Performance Period established for any Award of Performance Shares or Performance Units, such Award shall be canceled, all Performance Shares or Performance Units included in such Award, and all Dividend Equivalent Units that were credited with respect to such Performance Shares or Performance Units, shall be forfeited, and no payment of any kind shall be made with respect to such Award. Notwithstanding the foregoing, if the Committee so determines, in its discretion, the instrument evidencing any such Award may provide that if the Eligible Person’s Termination of Service occurs as a result of the Eligible Person’s death, Disability or Retirement, as a result of a termination of the Eligible Person’s employment by the Company without “Cause” or as a result of a termination of the Eligible Person’s employment by the Eligible Person for a “Good Reason” (in each case, as “Cause” and “Good Reason” are defined herein or may otherwise be defined in the terms of any employment agreement between the Company and the Eligible Person or in the instrument evidencing the grant of Performance Shares or Performance Units), payment will be made at the end of the Performance Period, in accordance with the provisions of Section 6.09, with respect to all or a Pro Rata Portion of the number of Shares and/or the amount of cash that otherwise would have been payable to the Eligible Person, as determined in accordance with the provisions of Sections 6.07 and 6.08, if the Eligible Person’s Termination of Service had not occurred prior to the end of such Performance Period. In such case, only the Eligible Person’s right to receive payment with respect to any remaining portion of the Performance Shares or Performance Units (and related Dividend Equivalent Units) included in such Award shall be canceled and forfeited. Notwithstanding the provisions of Section 6.03 above and notwithstanding the absence of the provisions of this paragraph from provisions of any instrument containing the provisions of an Award issued prior to the effective date of this Restatement Effective Date, if an Eligible Person's Termination of Service occurs, for any reason, prior to the expiration of the Performance Period which is in effect for an Award of Performance Shares, the Eligible Person shall, upon such Termination of Service, be deemed to forfeit his right to all cash dividends received with respect to the portion of the Performance Shares previously awarded to such Eligible Person which have been forfeited. In connection with the forfeiture by an Eligible Person of the cash dividends received by the Eligible Person with respect to the Performance Shares previously awarded to the Eligible Person which have been forfeited, the Eligible Person shall be obligated to pay to the Company, no later than thirty (30) days following such Eligible Person's Termination of Service, the amount of the dividends received by such Eligible Person which is deemed to be forfeited pursuant to the provision of the preceding sentence. In connection with the foregoing, if, pursuant to the provisions of the preceding paragraph, the Committee has provided in the instrument evidencing the Award of Performance Shares that the Eligible Person shall have the right to receive payment for Performance Shares awarded to the Eligible Person if the Eligible Person's Termination of Service occurs prior to the end of the Performance Period established for such Performance Shares as a result of the Eligible Person's death, Disability or Retirement, as a result of a termination of the Eligible Person’s employment by the Company without “Cause” or as a result of a termination of the Eligible Person’s employment by the Eligible Person for a “Good Reason”, the Eligible Person will not forfeit his right to all cash dividends received with respect to the portion of Performance Shares which have not been forfeited and that such Eligible Person shall be entitled to retain all or a portion of such cash dividends. 6.11 Notice of Code Section 83(b) Election. A Participant who files an election under Section 83(b) of the Code to include in gross income the Fair Market Value of any Performance Shares granted hereunder while such Shares are still subject to achievement of Performance Goals shall furnish the Company with a copy of the election so filed by the Participant within ten (10) days of the filing of such election with the Internal Revenue Service. |
ARTICLE 7 RIGHTS 7.01 Awards of Rights. (a) Subject to the limitations set forth in Article 3 above and to the other terms and conditions of the Plan, Rights may be granted under the Plan to any Eligible Person at such times and upon such terms and conditions as the Committee, in its discretion may determine. Rights shall be granted in accordance with the provisions of this Article 7. (b) The terms of the instrument which contains the terms of an Award of Rights shall specify the number of Shares which shall be used as the basis for determining the value of the Rights at the end of the Appreciation Period and the Base Price in effect for those Shares. (c) Rights shall be exercisable at such time and upon such terms as may be established by the Committee in the instrument setting forth the terms of the Award; provided that, in no event shall the period of time that an Award of Rights is exercisable extend beyond the ten (10) year period beginning on the Date of Grant. (d) Rights shall be subject to the same transferability restrictions applicable to all Awards and may not be transferred during the holder’s lifetime, except to one or more family members as provided in Section 8.02. (e) The holder of a Right shall not have any stockholder rights with respect to the Shares used to determine the value of the Right. 7.02 Dividend Equivalent Units. If any dividends or other distributions payable on the Company’s Shares are paid in Shares during any period that a Participant holds an Award of Rights, as of the applicable Dividend Payment Date, a number of additional Rights shall be credited to any account established for the Participant to reflect the number of Rights held by the Participant as of such Dividend Payment Date. The number of such additional Rights to be credited shall be determined by first multiplying: (a) the total number of Rights standing to the Participant’s credit in such account on the day immediately preceding such Dividend Payment Date (including all Dividend Equivalent Units credited to such account on all previous Dividend Payment Dates); by (b) the per share dollar amount of the dividend paid on such Dividend Payment Date; and then (c) dividing the resulting amount by the Fair Market Value of one Share on such Dividend Payment Date. Additional Rights awarded pursuant to this Section to a Participant that holds an Award of Rights shall be exercisable at the same time and upon the same terms as the Rights with respect to which such additional Rights are to be issued; provided that, the Base Price of such rights shall be equal to the Fair Market Value of a Share, determined as of the applicable Dividend Payment Date. 7.03 Termination of Service. Except as the instrument evidencing the grant of an Award of Rights may otherwise provide, upon an Eligible Person’s Termination of Service for any reason prior to the expiration of the Appreciation Period which is in effect for any Right (and related Dividend Equivalent Units) standing to his or her credit immediately prior to such Termination of Service, the Eligible Person’s right to exercise such Right shall be forfeited and canceled as of the date of such Termination of Service, and no payment of any kind shall be made with respect to such Right and related Dividend Equivalent Units. Notwithstanding the foregoing, if the Committee so determines, in its discretion, the instrument evidencing the Award of such Right may provide that if the Eligible Person’s Termination of Service occurs as a result of the Eligible Person’s death, Disability or Retirement, as a result of a termination of the Eligible Person’s employment by the Company without “Cause” or as a result of a termination of the Eligible Person’s employment by the Eligible Person for a “Good Reason” (in each case, as “Cause” and “Good Reason” are defined herein or may otherwise be defined in the terms of any employment agreement between the Company and the Eligible Person or in the instrument evidencing the grant of Rights), payment will be made with respect to all or a Pro Rata Portion of such Right and any related Dividend Equivalent Units. In such case, only the Eligible Person’s right to receive payment with respect to any portion of the Right (and related Dividend Equivalent Units) which has been forfeited shall be canceled and forfeited. Any payment required to be made with respect to an Eligible Person’s Right (and related Dividend Equivalent Units) pursuant to this paragraph shall be made as soon as practicable after the date of such person’s Termination of Service, and shall be made in the manner specified in Section 7.04. |
7.04 Payment of Awards. In the case of Rights, (including related Dividend Equivalent Units), payment shall be made: (a) by the issuance and delivery to the Participant of a stock certificate for, or crediting to a book entry account for the Participant of, a number of Shares having a Fair Market Value on the date the Rights are exercised equal to: (i) the aggregate Fair Market Value of the Shares used as the basis for determining the value of the Rights being exercised, determined as of the date the Rights are exercised; minus (ii) the aggregate Base Price in effect for the Rights being exercised; and (b) by payment in cash for any fractional Shares which would be issued using the formula contained in (a) above. Issuance of certificates for Shares shall be made in such manner and at such time or times as provided in such instrument. Unless otherwise provided by the instrument evidencing the grant of Rights, issuance of certificates for Shares with respect to any part or all of a Participant’s Rights (including any related Dividend Equivalent Units) may be deferred, at the Participant’s election, upon such terms and conditions as are specified by the Participant, in writing, subject to the restrictions on deferral of compensation contained in Code Section 409A. ARTICLE 8 TRANSFERABILITY OF AWARDS 8.01 Restrictions on Transfers. Except as otherwise provided by Section 8.02 below: (a) any Option granted to an Eligible Person under the Plan shall be nontransferable and may be exercised during the Eligible Person’s lifetime only by the Eligible Person; (b) any Restricted Shares, Restricted Units, Performance Shares, Performance Units and Rights granted to an Eligible Person under the Plan shall not be transferable by the Eligible Person during his or her lifetime; and (c) a Participant’s right to receive payment of Shares or cash with respect to any Award granted to the Participant under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Participant. 8.02 Permitted Transfers. Notwithstanding the provisions of Section 8.01 above, if the instrument evidencing the grant of any Award so provides, the recipient of such Award may transfer his or her rights with respect to such Award, or any portion thereof, to any “family member” of the recipient, as that term is defined in the General Instructions to Form S‑8 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, subject to such limitations, terms and conditions as may be specified in such instrument. ARTICLE 9 EFFECTS OF CHANGE IN CONTROL 9.01 Change in Control. (a) The occurrence of a Change in Control shall not accelerate the time for payment of any Awards outstanding on the date the Change in Control occurs and shall not cause any Awards or any portion of any Awards which are forfeitable on the date the Change in Control occurs to become non-forfeitable (vested) if the Acquiror agrees to assume or continue the obligations of the Company under the terms of all Awards which are outstanding on the date the Change in Control occurs (which assumption or agreement to continue such Awards shall not require the consent of any Participant) or the Acquiror issues new or substitute awards (each such new or substitute Award being hereinafter an “Alternative Award”) which satisfy the following criteria: (i) the Alternative Award must be based on stock which is traded on an established securities market, or which will be so traded within thirty (30) days of the Change in Control; (ii) the Alternative Award must provide the Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise schedule; and (iii) the Alternative Award must have economic value substantially equivalent to the value of such Award (determined at the time of the Change in Control). (b) Notwithstanding any other provision in the Plan to the contrary, if, in connection with the occurrence of a Change in Control, the Merger Sale Agreement entered into by the Company in connection with the Change in Control does not provide for the assumption by the Acquiror of the obligations of the Company under the terms of any outstanding Awards and does not provide for the issuance by the Acquiror of Alternative Awards (in each case, as contemplated by Section 9.01(a) above hereof), upon the occurrence of the Change in Control, the following provisions shall apply: (i) Each Option outstanding on the day immediately preceding the date on which the Change in Control occurs shall be converted to a right to receive an Option Cash Out Payment. Payment of the Option Cash Out Payment shall be made to the holder of the Option in one lump sum payment, less applicable withholding taxes, on the date on which the Change in Control occurs. |
(ii) Each Right outstanding on the day immediately preceding the date on which the Change in Control occurs shall be converted to a right to receive a Right Cash Out Payment. Payment of the Right Cash Out Payment shall be made to the holder of the Right in one lump sum payment, less applicable withholding taxes, on the date on which the Change in Control occurs. (iii) The Restricted Periods applicable to all Restricted Shares and Restricted Units (including any related Dividend Equivalent Units) granted to a Participant hereunder that are still outstanding on the day immediately preceding the date on which such Change in Control occurs shall expire on such date; all Restrictions applicable to such outstanding Restricted Shares, Restricted Units and related Dividend Equivalent Units shall lapse on such date; and the Participant’s rights to receive delivery or payment with respect to all such outstanding Restricted Shares, Restricted Units and related Dividend Equivalent Units shall become nonforfeitable as of such date. Payment with respect to such outstanding Restricted Shares, Restricted Units and related Dividend Equivalent Units shall be made on the date the Change in Control occurs. Unless the Committee determines that payment with respect to Restricted Shares and Restricted Units is to be made in the form of a cash payment instead of the issuance and delivery of Shares, the Company shall take whatever steps are necessary to cause all such Restricted Shares and Shares attributable to Restricted Units to be issued to the applicable Participants, and to be treated as outstanding, as of the date the Change in Control occurs. (c) The Performance Periods applicable to all Performance Shares and Performance Units (including any related Dividend Equivalent Units) granted to a Participant hereunder that are still outstanding on the day immediately preceding the date on which such Change in Control occurs shall end on such date; all Performance Goals that were established in connection with the Award of such Performance Shares or Performance Units shall be deemed to have been satisfied in full as of such date at the targeted level of performance established for such Performance Shares or such Performance Units; the number of Performance Shares or the percentage of the Performance Units as to which payment is to be made in the event the Performance Goal or Goals applicable to the Award of such Shares or Units are met at the targeted level of performance, as specified in the instrument evidencing the grant of such Award, shall be deemed to be earned in full as of such date; and the Participant shall acquire on such date a nonforfeitable right to receive payment with respect to such number of Performance Shares (including any cash payment for dividends payable thereon, if the instrument evidencing the grant of such shares provides for such cash payment), or with respect to such percentage of the Performance Units (and any related Dividend Equivalent Units), determined without any adjustment under Section 6.09(a) or (b). Payment with respect to such Performance Shares, Performance Units and related Dividend Equivalent Units shall be made on the date the Change in Control occurs. Unless the Committee determines that payment with respect to such Performance Shares and Performance Units is to be made in the form of a cash payment instead of by the issuance and delivery of Shares, the Company shall take whatever steps are necessary to cause all such Performance Shares and Shares attributable to Performance Units to be issued to the applicable Participants, and to be treated as outstanding, as of the date the Change in Control occurs. ARTICLE 10 COMPLIANCE WITH CODE SECTION 409A 10.01 In General. This Article 10 is intended to comply with final regulations promulgated under Code Section 409A. If and to the extent that an amount which is payable with respect to any Award made pursuant to the terms of this Plan is determined to be deferred compensation within the meaning of Code Section 409A, notwithstanding any contrary provision of this Plan or any Award or in any instrument pursuant to which an Award is granted under the Plan (an “Award Instrument”), payment of such deferred compensation shall only be made in a manner which complies with the requirements of Code Section 409A and the regulations promulgated thereunder. 10.02 409A Excluded Stock Rights. All Non-Qualified Stock Options and Rights awarded under the Plan are intended not to provide for the deferral of compensation, in accordance with Treas. Reg. §1.409A-1(b)(5)(i)(A) and (B) (said Awards are hereinafter referred to as “409A Excluded Stock Rights”), except where an Award Instrument states explicitly that the Award is intended to provide for a deferral of compensation (such Award is hereinafter referred to as a “409A Non-Excluded Stock Right”). Accordingly, the Plan shall be construed, and may be amended, in such manner as will ensure that 409A Excluded Stock Rights remain excluded from the application of Code Section 409A. Without limiting the generality of the foregoing: |
(a) no 409A Excluded Stock Right shall be awarded with an exercise price that is less than the Fair Market Value of the Common Stock on the Date of Grant where Fair Market Value is determined in a manner permitted under Treas. Reg. §1.409A-1(b)(5)(iv); (b) no 409A Excluded Stock Right shall be modified, extended or exchanged for a new Award if such modification, extension or exchange would cause the 409A Excluded Stock Right to become (or be replaced by) a 409A Non-Excluded Stock Right or other Award that is subject to Code Section 409A; (c) a 409A Excluded Stock Right shall expire no later than its original expiration date and, if a Excluded Stock Right would expire after its original expiration date, because the Participant has died or otherwise become unable to exercise the Stock Right due to a mental or physical disability, the Stock Right shall be deemed exercised by the owner thereof on the day preceding its original expiration date if the then Fair Market Value of the Common Stock exceeds the exercise price; (d) any extension of a 409A Excluded Stock Right, whether pursuant to a provision of the Plan or an exercise of Committee discretion, shall not extend the term of the Award beyond the earlier of (i) the original expiration date stated in the Award Instrument, or (ii) the tenth anniversary of the Award; (e) no 409A Excluded Stock Right shall permit the deferral of compensation beyond the date of exercise; (f) no dividends shall be paid or credited on a 409A Excluded Stock Right that would have the effect of reducing the exercise price of the 409A Excluded Stock Right below Fair Market Value of the Common Stock on the Date of Grant in violation of Code Section 409A and the Treas. Reg. §1.409A-1(b)(5)(i)(E); and (g) any Common Stock, cash or other consideration to be transferred to the Participant in connection with the exercise of the 409A Excluded Stock Right shall be transferred as soon as practicable and in all events within 30 days following the exercise date and the Participant shall have no right to determine the calendar year in which such transfer occurs. 10.03 409A Non-Excluded Stock Rights. If an Award Instrument states explicitly that the Non-Qualified Stock Option or the Right granted thereunder is intended to provide for a deferral of compensation in accordance with Treas. Reg. §1.409A-1(b)(5)(i)(C) (such Award is hereinafter referred to as “409A Non-Excluded Stock Right”), the Award Instrument shall be deemed to incorporate the terms and conditions necessary to avoid inclusion of the Award in the Participant’s gross income pursuant to Section 409A(a)(1) of the Code and the Plan and Award Instrument shall be interpreted in accordance with Section 409A of the Code and the regulations and other interpretive guidance issued thereunder so as to avoid the inclusion of the Award in gross income pursuant to Section 409A(a)(1) of the Code. Without limiting the generality of the foregoing: (a) the Award Instrument shall specify that the 409A Non-Excluded Stock Right will expire on the last day of the calendar year in which the 409A Non-Excluded Stock Right becomes exercisable, and that any Common Stock, cash or other consideration to be transferred to the Participant in connection with the exercise of the 409A Non-Excluded Stock Right shall be transferred to the Participant on or before March 15 of the calendar year following the calendar year in which the 409A Non-Excluded Stock Right becomes exercisable; (b) the date on which the 409A Non-Excluded Stock Right becomes exercisable may not be accelerated except as may be permitted under Treas. Reg. §1.409A-3(j); and (c) in the case of a 409A Non-Excluded Stock Right that becomes exercisable as a result of the separation from service of a Participant who is a “specified employee” within the meaning of Treas. Reg. §1.409A-1(i) as applied by the Company, no Common Stock, cash or other consideration shall be transferred to the Participant in connection with the exercise of the 409A Non-Excluded Stock Right until the day following the 6-month anniversary of the Participant’s separation from service. 10.04 409A Excluded Current Property Transfers. Restricted Shares and Performance Shares (“Current Property Transfers”) awarded under the Plan are intended not to provide for the deferral of compensation, in accordance with Treas. Reg. §1.409A-1(b)(6) (said Awards are hereinafter referred to as “409A Excluded Current Property Transfers”), unless the Award Instrument states explicitly that the Award is intended to provide for a deferral of compensation (such an Award is hereinafter referred to as “409A Non-excluded Current Property Transfer”). Accordingly, the Plan shall be construed, and may be amended to ensure that 409A Excluded Current |
Property Transfers remain excluded from the application of Code Section 409A. Without limiting the generality of the foregoing, no Award Instrument shall provide for or permit the deferral of compensation resulting from a 409A Excluded Current Property Transfer beyond the date on which the 409A Excluded Current Property Transfer would otherwise become includable in gross income in accordance with the rules of Code Section 83 (or would have become includable but for the exercise of an election under Code Section 83(b)). 10.05 409A Non-Excluded Current Property Transfers. If, under the terms of an Award Instrument, a Current Property Transfer would be deemed to be a deferral of compensation under Section 409A of the Code (such Award is hereinafter referred to as “409A Non-Excluded Current Property Transfer”), the Award Instrument shall be deemed to incorporate the terms and conditions necessary to avoid inclusion of the Award in the Participant’s gross income pursuant to Section 409A(a)(1) of the Code and the Plan and Award Instrument shall be interpreted in accordance with Section 409A of the Code and the regulations and other interpretive guidance issued thereunder so as to avoid the inclusion of the Award in gross income pursuant to Section 409A(a)(1) of the Code. Without limiting the generality of the foregoing: (a) the Award Instrument shall specify one or more dates or events permitted under Code Section 409A(a)(2)(A) at which time the Award will be settled in cash or vested property; (b) the Award Instrument shall specify the manner in which the Award will be paid (e.g., lump sum or installments) and the dates on or periods within which payment will occur; (c) the date of settlement of the Award shall not be accelerated except as otherwise permitted under Treas. Reg. §1.409A-3(j); and (d) in the case of a 409A Non-excluded Current Property Transfer that becomes payable as a result of the separation from service of a Participant who is a “specified employee” within the meaning of Treas. Reg. §1.409A-1(i) as applied by the Company, no cash or property shall be paid to the Participant in connection with the settlement of the Award until the day following the 6-month anniversary of the Participant’s separation from service. 10.06 409A Excluded Future Property Transfers. Any Awards permitted under the Plan other than those referred to in Sections 10.02, 10.03, 10.04 and 10.05 including, but not limited to, Restricted Units and Performance Units (“Future Property Transfers”), are intended not to provide for the deferral of compensation, in accordance with the short-term deferral rule set forth in Treas. Reg. §1.409A-1(b)(4) (said Awards are hereinafter referred to as “409A Excluded Future Property Transfers”) unless the terms of the Award Instrument, the Future Property Transfer would be deemed to result in a deferral of compensation under Section 409A of the Code (such an Award is hereinafter referred to as a “409A Non-excluded Future Property Transfer”). Accordingly, the Plan shall be construed, and may be amended, to ensure that 409A Excluded Future Property Transfers remain excluded from the application of Code Section 409A. Without limiting the generality of the foregoing, the Award Instrument shall provide (or shall be construed to provide) that a 409A Excluded Future Property Transfer must be settled in cash or vested property on or before March 15 of the calendar year following the calendar year in which the 409A Excluded Future Property Transfer ceased to be subject to a substantial risk of forfeiture within the meaning of Treas. Reg. §1.409A-1(b)(4). 10.07 409A Non-excluded Future Property Transfers. If, under the terms of an Award Instrument, a Future Property Transfer would be deemed to result in a deferral of compensation in accordance with Treas. Reg. §1.409A-1(b)(4) (“409A Non-excluded Future Property Transfer”), the Award Instrument shall be deemed to incorporate the terms and conditions necessary to avoid inclusion of the Award in the Participant’s gross income pursuant to Section 409A(a)(1) of the Code and the Plan and Award Instrument shall be interpreted in accordance with Section 409A of the Code and the regulations and other interpretive guidance issued thereunder so as to avoid the inclusion of the Award in gross income pursuant to Section 409A(a)(1) of the Code. Without limiting the generality of the foregoing: (a) the Award Instrument shall specify one or more dates or events permitted under Code Section 409A(a)(2)(A) at which time the Award will be settled in cash or vested property; (b) the Award Instrument shall specify the manner in which the Award will be paid (e.g., lump sum or installments) and the dates on or periods within which payment will occur; |
(c) the date of settlement of the Award shall not be accelerated except as otherwise permitted under Treas. Reg. §1.409A-3(j); and (d) in the case of a 409A Non-excluded Future Property Transfer that becomes payable as a result of the separation from service of a Participant who is a “specified employee” within the meaning of Treas. Reg. §1.409A-1(i) as applied by the Company, no cash or property shall be paid to the Participant in connection with the settlement of the Award until the day following the 6-month anniversary of the Participant’s separation from service. 10.08 Authority To Amend Plan And/Or Award Instrument. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the date of this Plan amendment), the Committee may adopt such amendments to the Plan and/or the applicable Award Instrument as the Committee determines are necessary or appropriate to (1) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (2) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance. 10.09 Protection of the Committee and Others. Notwithstanding the foregoing provisions of this Article 10, neither the Company, nor any officer, employee, director or agent of the Company or any affiliate of the Company, nor any member of the Committee, shall have any liability to any Participant on account of an Award hereunder being taxable under Code Section 409A regardless of whether such person could have taken action to prevent such result and failed to do so. To the extent permitted by law, the Company shall indemnify and defend any officer, employee, director or agent of the Company or of any affiliate of the Company, and any member of the Committee, from any claim based on an Award becoming taxable under Code Section 409A resulting from such person’s action taken, or action failed to be taken, in connection with the Plan or any Award Instrument. ARTICLE 11 ADMINISTRATION 11.01 Administration of the The Committee may |
consultant or agent. The Company shall pay all expenses and costs incurred by the (b) Notwithstanding the foregoing, no waiver or amendment may be authorized or directed by the Committee pursuant to this Section 11.03 without the consent of the Participant if it would adversely affect, to any material extent, any of the rights or obligations of the Participant with respect to such Award. In addition, no such waiver or amendment may be authorized or directed by the Committee pursuant to this Section 11.03 with respect to any Option, Restricted Shares or Restricted Units, Performance Shares or Performance Units or Rights awarded to any Covered Executive, if such waiver or amendment would cause the delivery of Shares or the payment of any cash amounts that are made with respect to such Award to fail to be deductible for federal income tax purposes pursuant to the applicable provisions of Section 162(m) of the Code and the regulations issued thereunder. (c) The awards issued and outstanding under the 2015 Plan shall remain in effect pursuant to the terms of such award and the 2015 Plan. 11.04 Power and Authority of the Compensation Administration Committee. With respect to such number of Shares as the Compensation Committee may in its discretion determine to be available from time to time for the grant of Awards in any form to Employees who are not Executive Officers, the Compensation Administration Committee shall have the authority: (a) to determine which of such Employees shall receive Awards in each form; (b) to determine the time or times when Awards in such form shall be Except for the matters specified in the foregoing paragraph and any additional matters pertaining to Awards to Employees who are not Executive Officers with respect to which authority has been granted to the Compensation Administration Committee pursuant to this Section 11.04, the Compensation Administration Committee shall not have any of the authority or powers otherwise granted to the Compensation Committee under any other provisions of the Plan. The Compensation Committee in its discretion may at any time, by resolution duly adopted by it and without any amendment of the Plan, revoke or modify in any manner or respect the authority and powers granted to the Compensation Administration Committee under this Section 11.04. 11.05 Delegation. In addition to the authority and powers granted to the Compensation Administration Committee under |
11.06 Non-U.S. Participants. In order to comply with any applicable provisions of local law and regulations in any foreign country in which the Company or any of its Affiliates operates, the Committee may in its sole discretion: (a) modify the terms and conditions of Awards granted under the Plan to Eligible Persons located in such foreign country; (b) establish subplans with such modifications to the terms of the Plan as it determines to be necessary or appropriate under the circumstances applicable in such foreign country; or (c) take any other action that it deems necessary or appropriate in order to comply with, or obtain any exemptions from the applicability of, the local laws and regulations in such foreign country. 11.07 Designation and Change of Beneficiary. Each 11.08 Taxes. Notwithstanding any other provision of the Plan, the Company and each of its Affiliates may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all federal, state and local taxes required by law to be 11.11 Terms of Employment Not Affected. Neither the Plan nor any Award granted to a Participant hereunder or any other action taken in connection with the Plan shall be construed as giving any Participant any right to be retained in the employment of the Company or any of its Affiliates. In addition, the Plan, any Award granted to a Participant hereunder and any other action taken by the Committee pursuant to the Plan shall not be deemed or construed to interfere with the right of the Company or any of its Affiliates to terminate a Participant’s |
employment or service at any time subject, however, to the Participant’s rights under any employment contract in effect between the Participant and the Company or any of its Affiliates. No Award made to a Participant under the Plan, and no payment made with respect to such Award, shall be considered as compensation or wages payable to the Participant for purposes of determining the amount of contributions or benefits the Participant may be entitled to receive under any employee benefit plan of the Company or any of its Affiliates, except as specifically provided in such plan or as otherwise determined by the Board of Directors. 11.12 Successors. The obligations of the Company under the Plan shall be binding upon any successor Company or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor Company or organization succeeding to substantially all of the assets and business of the Company. The Company agrees that it will make appropriate provision for the preservation of |
IN WITNESS WHEREOF, Gibraltar Industries, Inc. has caused this amendment and restatement of the Plan to be executed as of the GIBRALTAR INDUSTRIES, INC. By: _________________________________ Jeffrey J. Watorek Vice President and Treasurer |
APPENDIX C |
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF GIBRALTAR INDUSTRIES, INC. | ||
Gibraltar Industries, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify: FIRST: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Certificate of Incorporation of the Corporation is hereby amended by adding a new Article FIFTEENTH to read as follows: “FIFTEENTH: Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, a state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (a) any derivative action or proceeding brought on behalf of the Corporation; (b) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, agent or stockholder of the Corporation to the Corporation or the Corporation’s stockholders; (c) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, this Certificate of Incorporation or the Corporation’s By-Laws (as either may be amended re restated) or as to which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery of the State of Delaware; or (d) any action asserting a claim governed by the internal affairs doctrine; in each case, subject to said court having personal jurisdiction over the indispensable parties named as defendants therein. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of this Article FIFTEENTH is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce this Article FIFTEENTH (an “Enforcement Action”), and (y) having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.” SECOND: That thereafter, an annual meeting of the stockholders of the Corporation was held, at which meeting said amendment was approved. THIRD: That the aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective upon filing. IN WITNESS WHEREOF, Gibraltar Industries, Inc. has caused this certificate to be executed and attested this ____ day of May, 2023. GIBRALTAR INDUSTRIES, INC. By:___________________________ Timothy F. Murphy Senior Vice President and Chief Financial Officer |