EQUITY-BASED COMPENSATION

The Company awards equity-based compensation to employees and directors, which is recognized in the statements of operations based on the grant-date fair value of the award. The Company uses the straight-line method for recording compensation expense over a vesting period generally up to four years with either graded or cliff vesting. Stock compensation expense recognized during the period is based on the value of the portion of equity-based awards that is ultimately expected to vest during the period reduced by the unvested expense on awards forfeited during the period.

The shareholders of the Company authorized the Gibraltar Industries, Inc. 2015 Equity Incentive Plan (the "Plan") that allows the Company to grant equity-based incentive compensation awards to eligible participants, and the Gibraltar Industries, Inc. 2016 Stock Plan for Non-Employee Directors ("Non-Employee Directors Plan") that allows the Company to grant awards of shares of the Company's common stock to non-employee Directors of the Company. The Company's the 2005 Equity Incentive Plan (the "Prior Plan") was amended in 2015 to terminate issuance of further awards from the Prior Plan.

At December 31, 2017, 354,000 shares were available for issuance under the Plan as incentive stock options or other stock awards and 73,000 shares were available for issuance under the Non-Employee Directors Plan as awards of shares of the Company's common stock.

The Company recognized the following compensation expense in connection with awards that vested under the Plan, the Prior Plan, and the Non-Employee Directors Plan along with the related tax benefits recognized during the years ended December 31 (in thousands):



	2017		2016		2015
Expense recognized under the Prior Plan	$	1,059	$	1,937	$	1,953
Expense recognized under the Plan	5,643		3,993		1,938
Expense recognized under the Non-Employee Directors Plan	420		443		—
Total stock compensation expense	$	7,122	$	6,373	$	3,891
Tax benefits recognized related to stock compensation expense	$	2,133	$	2,485	$	1,518

Equity Based Awards - Settled in Stock

The following table provides the number of stock unit awards granted and restricted shares issued during the years ended December 31, along with the weighted-average grant-date fair value of each award:



	2017			2016			2015
Awards	Number of Awards	Weighted Average Grant Date Fair Value		Number of Awards	Weighted Average Grant Date Fair Value		Number of Awards	Weighted Average Grant Date Fair Value
Options	25,000	$	12.85	—	$	—	37,500	$	7.67
Deferred stock units	10,170	$	34.42	11,945	$	29.30	—	$	—
Restricted shares	2,034	$	34.42	3,185	$	29.30	21,318	$	17.48
Restricted stock units	133,548	$	36.56	141,982	$	25.44	212,419	$	17.78
Performance stock units	108,748	$	42.72	—	$	—	396,714	$	19.78

Stock Options

The fair value of stock options granted during the years ended December 31, 2017 and December 31, 2015 were estimated on the date of grant using the Black-Scholes option pricing model. No options were granted in 2016. Expected stock volatility was based on volatility of the Company’s stock price using a historical period commensurate with the expected life of the options. The following table provides the weighted average assumptions used to value stock options issued during the year ended December 31:



Year of Grant	Fair Value		Expected Life (in years)	Expected Stock Volatility		Risk-free Interest Rate		Expected Dividend Yield
2017	$	12.85	4.00	35.7	%	1.7	%	—	%
2015	$	7.67	4.00	35.7	%	1.5	%	—	%

The following table summarizes the ranges of outstanding and exercisable options at December 31, 2017:



Range of Exercise Prices	Options Outstanding	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Options Exercisable	Weighted Average Exercise Price
$8.90 – $9.32	28,750	2.70	$	8.90	28,750	$	8.90
$9.33 – $11.73	92,441	3.70	$	9.74	92,441	$	9.74
$11.74 – $17.94	39,475	1.70	$	13.72	39,475	$	13.72
$17.95 – $23.80	37,000	0.69	$	22.16	37,000	$	22.16
$23.81 – $43.05	50,000	8.57	$	33.90	—	$	—
	247,666				197,666

The following table summarizes information about stock option transactions:



	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value
Balance at January 1, 2015	569,319		$	15.88
Granted	37,500		25.44
Exercised	(119,096	)	15.13
Expired / Forfeited	(29,374	)	20.28
Balance at December 31, 2015	458,349		$	16.57
Exercised	(175,125	)	19.08
Forfeited	(6,000	)	18.22
Balance at December 31, 2016	277,224		$	14.95
Granted	25,000		42.35
Exercised	(42,058	)	16.02
Forfeited	(12,500	)	25.44
Balance at December 31, 2017	247,666		$	17.01	5.27	$	4,194,000

The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on the $33.00 per share market price of the Company’s common stock as of December 31, 2017, which would have been received by the option holders had all option holders with an exercise price below the per share market price on December 31, 2017, exercised their options as of that date.

Stock units and Restricted Shares

The following table summarizes information about non-vested restricted stock units, performance stock units (that will convert to shares upon vesting) and restricted shares:



	Restricted Stock Units		Weighted Average Grant Date Fair Value		Restricted Shares		Weighted Average Grant Date Fair Value		Performance Stock Units (2) (3)		Weighted Average Grant Date Fair Value		Deferred Stock Units (1)	Weighted Average Grant Date Fair Value
Balance at December 31, 2016	536,164		$	17.79	7,361		$	17.07	396,714		$	19.78	11,945	$	29.30
Granted	133,548		36.56		2,034		34.42		108,748		42.72		10,170	34.42
Vested	(202,788	)	15.71		(5,137	)	23.75		—		—		—	—
Forfeited	(25,108	)	25.88		—		—		(25,000	)	25.44		—	—
Balance at December 31, 2017	441,816		$	23.96	4,258		$	17.30	480,462		$	24.68	22,115	$	31.65

(1) Vested and issued upon retirement.

(2) Amount granted in 2017 represents 78,482 units awarded in February 2017 and 5,266 units awarded in April 2017 that will convert to shares based upon the Company's actual return on invested capital ("ROIC") compared to targeted ROIC thresholds. The remaining 25,000 units were awarded in February 2017 and April 2017. The number of these shares to be issued to the recipients will be determined based upon the ranking of the Company's total shareholder return ("TSR") over a three (3) year performance period ended December 31, 2020 compared to the TSR of companies in the S&P Small Cap Industrial Sector over the same three year period.

(3) The December 31, 2016 balance includes 321,714 units awarded in June 2015 that convert to shares based on RBI's gross profit performance relative to their targeted gross profit for 2016 and 2017. RBI achieved its targeted gross profit performance, and the Company will issue 321,714 shares to the recipients in 2018. The remaining 75,000 units were awarded in December 2015; of which 25,000 were forfeited in 2017 and 50,000 remain outstanding as of December 31, 2017. The number of these shares to be issued to the recipient will be determined based upon the ranking of the Company's total shareholder return over a three (3) year performance period ended December 31, 2018 compared to the total shareholder return of companies in the S&P Small Cap Industrial Sector over such period.

The fair value of the restricted shares, restricted stock units, and deferred stock units, as well as, the performance stock units ("PSUs") payable based on the Company's ROIC or targeted gross profit performance issued during the three years ended December 31, 2017 was based on the Company stock price at grant date of the award. The fair values of the PSU's payable based on TSR ranking issued during the three years ended December 31, 2017 were determined using a Monte Carlo simulation.

The following table sets forth the aggregate intrinsic value of options exercised and aggregate fair value of restricted stock units and restricted shares that vested during the years ended December 31 (in thousands):



	2017		2016		2015
Aggregate intrinsic value of options exercised	$	628	$	2,439	$	1,089
Aggregate fair value of vested restricted stock units	$	6,756	$	4,368	$	6,578
Aggregate fair value of vested restricted shares	$	70	$	247	$	111
Aggregate fair value of vested deferred stock units	$	350	$	443	$	—

As of December 31, 2017, there was $9.2 million of total unrecognized compensation cost related to non-vested options, restricted shares, and restricted stock units. That cost is expected to be recognized over a weighted average period of 2.0 years.

Equity Based Awards - Settled in Cash

As of December 31, 2017, the Company's total share-based liabilities recorded on the consolidated balance sheet was $48.0 million, of which $29.3 million was included in non-current liabilities. Total share-based liabilities at December 31, 2016 was $45.5 million, of which $40.2 million was included in non-current liabilities. The Company's equity based awards that are settled in cash include performance stock units settled in cash and a management stock purchase plan.

Performance Stock Units - Settled in Cash

The Company has also PSUs that will convert to cash after three years based upon a one year performance period. The cost of these awards is recognized over the requisite vesting period. The PSUs earned over the performance period are determined based on the Company's actual ROIC relative to the ROIC targeted for the performance period.

The following table provides the number of PSUs which will convert to cash for the years ending December 31:



	2016			2015
Awards	Number of Units (2)	Grant Date Fair Value (in $000s)		Number of Units (3)	Grant Date Fair Value (in $000s)
Performance stock units (1)	128,000	$	3,100	219,000	$	4,039

(1) There were no performance stock units that convert to cash granted to participants in 2017.

(2) The participants earned 200% of target aggregating 256,000 PSUs earned. This award will convert to cash and be payable in January 2019.

(3) The participants earned 200% of target aggregating 438,000 PSUs earned. This award will be converted to cash and will be paid to participants in the first quarter of 2018 at the trailing 90-day closing price of the Company's common stock as of December 31, 2017.

The following table summarizes the compensation expense recognized from the change in fair value and vesting of performance stock units awarded for the years ended December 31 (in thousands):



	2017		2016		2015
Performance stock unit compensation expense	$	3,591	$	10,377	$	6,965

Management Stock Purchase Plan

The Management Stock Purchase Plan ("MSPP") provides participants the ability to defer a portion of their compensation or Directors’ fees, which deferral is converted to restricted stock units, and credited to an account. Participants eligible to defer a portion of their compensation also receive a company-matching award in restricted stock units equal to a percentage of their compensation. The account represents a share-based liability that is converted to and settled in cash payable to participants upon retirement or a termination of their service to the Company.

The following table provides the number of restricted stock units credited to active participant accounts, balance of vested and unvested restricted stock units within active participant accounts, payments made with respect to restricted stock units issued under the MSPP, and MSPP expense during years ended December 31:



	2017		2016		2015
Restricted stock units credited	84,299		198,155		94,047
Restricted stock units balance, vested and unvested	389,189		646,669		519,668
Share-based liabilities paid, in thousands	$	6,058	$	3,137	$	1,901
MSPP expense, in thousands	$	2,432	$	8,565	$	2,767