DEF 14A 1 a2022defproxystatement.htm DEF 14A Document
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.    )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
Gibraltar Industries, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.













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Notice of 2022 Annual
Meeting of Stockholders
and Proxy Statement




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April 1, 2022
Dear Fellow Stockholders of Gibraltar:
We are pleased to invite you to the 2022 Annual Meeting of Stockholders of Gibraltar Industries, Inc. to be held on Wednesday, May 4, 2022 at 11:00 A.M., Eastern Time, to be held by a virtual-only format at www.virtualshareholdermeeting.com/ROCK2022.
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.
William Montague, who has served as Chairman of the Board since 2015 and as a Director since the Company’s initial public offering in 1993, announced his retirement effective as of the 2022 Annual Meeting. We are grateful for Mr. Montague’s tremendous leadership and commitment to Gibraltar over the last 28 years. As part of our Board succession planning, to provide expertise and strategic direction as well as strong independent leadership, the Board of Directors decided to combine the role of Chairman of the Board and CEO and selected a Lead Independent Director, effective January 1, 2022. We are honored to have been nominated and selected to succeed Mr. Montague as Chairman and Lead Independent Director. With the election of our current Board nominees, following the 2022 Annual Meeting and Mr. Montague's retirement, the diversity of the Board will increase to 50%, with women representing 38% of the Board and racial / ethnic diversity representing 25% of our Directors. Our Board has the diversity of experience, skills, and expertise to ensure it will continue its effective oversight of the Company.
Gibraltar generated significant revenue growth in 2021, and while earnings remained strong, they were below expectations as the Company was unable to overcome market headwinds with 80/20, productivity, and price management initiatives. The Company continued to integrate the recent acquisitions and invested in talent and technology while focusing on the health and safety of our team.
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,
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William T. Bosway
Chairman of the Board,
President and
Chief Executive Officer
Atlee Valentine Pope
Lead Independent Director


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3556 Lake Shore Road
PO Box 2028
Buffalo, New York 14219-0228
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 4, 2022
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 4, 2022, at 11:00 A.M., Eastern Time (the “2022 Annual Meeting”). As a precaution to support and sustain the health and well-being of our employees, board members and stockholders, the 2022 Annual Meeting will be held in virtual meeting format only. You can attend the 2022 Annual Meeting online, vote your shares electronically and submit your questions during the meeting, by visiting www.virtualshareholdermeeting.com/ROCK2022. A list of stockholders of record will also be available during the 2022 Annual Meeting on the meeting website. You will need to have the 16-digit control number included on your proxy card, or in the instructions that accompanied your proxy materials by the method you consented or elected to receive for delivery. The 2022 Annual Meeting will be held for the following purposes:
1.Election of eight Director nominees named in the accompanying proxy statement, each to hold office for a one-year term until the 2023 Annual Meeting or until a successor has been duly elected and qualified, or until such director's earlier resignation, retirement or other termination of service.
2.Advisory approval of the Company's executive compensation (the "Say-on-Pay" vote).
3.Approval of the Gibraltar Industries, Inc. Amended and Restated 2016 Stock Plan for Non-Employee Directors to increase by 100,000 the number of shares of common stock available for issuance as equity awards thereunder and to make other specified revisions.
4.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, 2022.
5.Transaction of such other business as may properly come before the meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on March 22, 2022, as the record date for the determination of stockholders entitled to receive notice of and to vote at the 2022 Annual Meeting or any adjournment or postponement thereof.
Even if you plan to participate in the 2022 Annual Meeting, please promptly vote in advance of the meeting by following the instructions in the proxy card or voting instruction form. Voting in advance of the 2022 Annual Meeting does not deprive you of your right to virtually attend the 2022 Annual Meeting and to vote your shares electronically during the meeting.
By Order of the Board of Directors
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Katherine E. Bolanowski
General Counsel, Vice President and Secretary
Buffalo, New York
April 1, 2022
Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting to be Held May 4, 2022
The Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement and
the fiscal year 2021 Annual Report are available at www.proxyvote.com.


TABLE OF CONTENTS
COMPENSATION DISCUSSION AND ANALYSIS
Executive Stock Ownership Guidelines
A-1
APPENDIX A - NON-GAAP MEASUREMENTS
B-1
APPENDIX B - AMENDED AND RESTATED 2016 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS


PROXY SUMMARY
PROXY SUMMARY
This proxy summary highlights information contained elsewhere in this Proxy Statement for the 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Gibraltar Industries, Inc. (the "Company", "Gibraltar", "we", "us" and "our"). You should read the entire proxy statement before voting. For more complete information regarding the performance of Gibraltar for the fiscal year ended December 31, 2021 ("fiscal year 2021"), you should review Gibraltar's annual report on Form 10-K for fiscal year 2021.
We intend to mail to our stockholders of record the Notice of Annual Meeting of Stockholders and this proxy statement on or about April 1, 2022.
ABOUT THE 2022 ANNUAL MEETING
WHENWEBCASTRECORD DATE
Wednesday, May 4, 2022
11:00 a.m. (Eastern Time)
www.virtualshareholdermeeting.com/ROCK2022March 22, 2022
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.
ProposalBoard
Recommendation
Reasons for Board
Recommendation
More Information
1Election of Directors
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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.
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2
Advisory approval of the Company’s executive compensation (Say-on-Pay)
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FORThe Board of Directors believes that the Company’s executive compensation programs demonstrate the continuing focus by the Company on a pay for performance philosophy.
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3Approval of the Gibraltar Industries, Inc. Amended and Restated 2016 Stock Plan for Non-employee Directors
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FORThe Board of Directors believes that the amended and restated non-employee director stock plan will provide competitive equity compensation to attract and retain non-employee directors.
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4Ratification of Ernst & Young LLP as our Independent Registered Public Accounting Firm
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FORBased 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 2022 is in the best interests of the Company.
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1

PROXY SUMMARY
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 3, 2022 for shares held directly and by 11:59 p.m. Eastern Time on May 1, 2022 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During the Meeting - Go to www.virtualshareholdermeeting.com/ROCK2022. You may attend the meeting via the internet and vote during the meeting. Have your 16-digit control number in hand and follow the instructions.
BY TELEPHONECall the telephone number listed on your proxy card or voting instruction form.
BY MAILSign, date and return your proxy card or voting instruction form in the enclosed envelope.
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 living, and productive growing throughout North America.
Fiscal Year 2021 Company Performance
Highlights of Gibraltar's 2021 performance include:
NET SALESGAAP EPSADJUSTED 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 increased by $307.2 million, or 29.8%, to $1.3 billion in 2021. The 29.8% increase in net sales was driven by our Renewables and Residential segments. Net sales generated from our 2020 acquisitions contributed 20.9%, or $215.7 million. Organic growth of 8.9%, or $91.5 million, was a result of both increases in pricing to customers and an increase in volume, the result of strong end market demand and participation gains primarily in our Residential segment.
While GAAP net income and EPS from continuing operations were lower than 2020, largely the result of acquisition-related integration and restructuring initiatives, we generated positive growth in adjusted net income and adjusted EPS. These results were below our expectations, and reflect an environment that pressure-tested our systems and processes, our organization, and our operating paradigms. On an adjusted basis, we were able to improve despite headwinds throughout the year from accelerating inflation and constraints on materials, labor and transportation used in our operations as a result of significant progress made in integrating our businesses, improving systems, and general execution. Additionally, we worked diligently to minimize disruptions from the COVID pandemic and to keep our team safe, particularly in the first and fourth quarters of 2021, when COVID infection rates were at their highest. These same challenging factors led to investments in working capital, primarily an increase in the Company's inventory, largely a result of higher raw material costs and in-bound freight, as compared to prior year, along with higher levels of inventory to meet customer needs.
2

PROXY SUMMARY
Executive Compensation Highlights
The target annual compensation in fiscal year 2021 for William T. Bosway, the Company's President and Chief Executive Officer, consisted of base salary, target annual management incentive compensation, including target matching RSUs under the Company's 2018 Management Stock Purchase Plan, a target performance stock units (PSUs), time-vested restricted stock units (RSUs), and other compensation of 401(k) match, health reimbursement account contributions, personal use of Company auto and tax planning. Mr. Bosway's target pay mix for fiscal year 2021 is set forth in the chart.
The actual earnings under the performance-based components for Mr. Bosway and our other named executive officers for fiscal year 2021 were as follows:
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Annual Management Incentive Compensation Plan (MICP)
The named executive officers did not receive any amounts under the annual MICP as the Company did not achieve the threshold level for 2021 of the annual MICP metrics (net sales, adjusted EPS, and days working capital). There were no adjustments made to the performance targets approved by the Board in early 2021.
2021 PSUs
The named executive officers did not earn any PSUs for 2021 as the Company did not achieve the threshold level for return on invested capital for the 2021 performance period. There were no adjustments made to the performance targets approved by the Board in early 2021.
3

PROXY SUMMARY
Compensation Governance Focused on Pay-for-Performance
What We DoWhat We Don’t Do
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Deliver a significant portion of executive compensation in the form of at-risk, performance-based compensationXHave single-trigger change-in-control agreements
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Set performance goals for stock-based incentives on ROIC based in part on consultation with significant stockholdersXProvide double-trigger change-in-control cash benefits greater than 275% of cash compensation
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Limit the maximum payout that can be received in our annual cash incentive plan to 200% of targetXMaintain a supplemental executive retirement plan
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Reward certain executives with performance-based compensation awards linked to relative total stockholder returnXAllow our directors and employees to enter into hedging and pledging transactions with Gibraltar stock
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Require our directors and executive officers to satisfy stock ownership guidelinesXProvide excise tax gross-ups upon a change in control
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Engage in a rigorous target-setting process and use multiple performance metrics for the annual cash incentive planXProvide tax gross-ups on executive benefits and perquisites
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Maintain a Clawback Provision that applies to our named executive officersXGrant discounted stock options or reload or re-price stock options without stockholder approval
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Reasonable use of executive perquisites
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Focus on mitigating undue risk in compensation programs
Governance Highlights
On October 26, 2021, William P. Montague, who served as the Company's non-executive Chairman of the Board since 2015, tendered notice of his retirement from the Board and from all committees of the Board effective immediately prior to the Annual Meeting. In light of Mr. Montague's retirement, and after consideration of Korn Ferry's assessment of Board Chair succession, the Board unanimously elected Mr. Bosway, the Company's President and Chief Executive Officer, as Chairman of the Board and director Atlee Valentine Pope as Lead Independent Director, in each case, effective January 1, 2022. The Board of Directors believes combining the role of Chairman of the Board and CEO brings to the Board important expertise and leadership and enhances decisive strategic direction and strong execution. The skills and experience of Gibraltar's CEO are well suited for the role of Chairman, putting the Board in a strong position to oversee strategy development, understand market developments, and manage risk appropriately. The Company's lead independent director has significant authority in facilitating the Board's independent oversight of management, with key duties and responsibilities as further described in the Corporate Governance section of this Proxy Statement.
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PROXY SUMMARY
Board Refreshment Since 2018:
5new
independent
directors
3female
directors
2ethnically
diverse
directors
20181
new
independent
director
20191
new
director
20202
new
independent
directors
20212
new
independent
directors
Board Diversity Matrix (as of April 1, 2022)
Total Number of Directors9
FemaleMaleNon-BinaryDid Not
Disclose
Gender
Part I: Gender Identity
Directors3600
Part II: Demographic Background
African American or Black1000
Alaskan Native or Native American0000
Asian0100
Hispanic or Latin0000
Native Hawaiian or Pacific Islander0000
White2400
Two or More Races or Ethnicities0000
LGBTQ+0
Did Not Disclose Demographic Background1
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PROPOSAL 1 - ELECTION OF DIRECTORS
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 2023 Annual Meeting or until a successor has been duly elected and qualified, or until such director's earlier resignation, retirement or other termination of service. Following the recommendation by the Nominating, Governance and Corporate Social Responsibility Committee, the Board of Directors has nominated Mark Barberio, William Bosway, Craig Hindman, Gwendolyn Mizell, Linda Myers, James Nish, Atlee Valentine Pope, and Manish Shah for re-election. The Board of Directors has determined that all nominees, other than Mr. Bosway, our Chairman of the Board, President and Chief Executive Officer, are independent directors under the applicable independence standards of the Nasdaq Stock Market ("Nasdaq") and the Securities and Exchange Commission ("SEC").
Our Board of Directors currently has nine directors. On October 26, 2021, William P. Montague tendered notice of his retirement from the Board and from all committees of the Board, effective immediately prior to the 2022 Annual Meeting, which is the end of Mr. Montague's current term, and he will not be standing for re-election at the 2022 Annual Meeting. The Board size will be reduced to eight directors effective immediately prior to the 2022 Annual Meeting.
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.
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PROPOSAL 1 - ELECTION OF DIRECTORS

Director NomineeDirector
Since
Number of Other Public BoardsBackgrounds and Skills
SLGCHCFLMOPMD
Mark G. Barberio *
2018Twolllll
William T. Bosway2019Nonellllll
Craig A. Hindman *
2014Nonelllllll
Gwendolyn G. Mizell *
2021Nonelllll
Linda K. Myers *2020Nonellllll
James B. Nish *2015Onellllll
Atlee Valentine Pope *2020Nonelllllll
Manish H. Shah *2021Nonelllllll
* Independent Director
SLSenior LeadershipHCHuman CapitalMMarketingPMPortfolio Management
GGovernanceFFinanceOOperationsDDigital
CCorporate Social ResponsibilityLLegal

Director TenureAge DistributionDiversity
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rock-def14aboxx1b.jpg 0-3 years (6 of 8 director nominees)
rock-def14aboxx1g.jpg 4-8 years (2 of 8 director nominees)

rock-def14aboxx1b.jpg age 56-61 (5 of 8 director nominees)
rock-def14aboxx1g.jpg age 62-67 (3 of 8 director nominees)

rock-def14aboxx1b.jpg Diverse (4 of 8 director nominees)
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rock-def14aboxx1g.jpg 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 director nominee and, for each director nominee, a brief discussion of the specific experience, qualifications and other attributes that led to the conclusion that each director should continue to serve on the Board at this time.
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PROPOSAL 1 - ELECTION OF DIRECTORS
MARK G. BARBERIO
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Professional Experience:
Mark Barberio has served as a Director of the Company since June 2018. He brings to the Company’s Board more than 25 years of senior management and board experience across a variety of industries at both public and private companies. He is and has been principal of Markapital, LLC, a business and M&A consulting firm, since 2013. Prior to forming Markapital, he led Mark IV, LLC (now Dayco, LLC), a global diversified manufacturing company, where he served in a variety of positions, most recently as Co-CEO and CFO.
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 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 Company’s Board include his extensive experience as a CEO and CFO in strategy development, finance, operational oversight, real estate, capital markets, acquisitions and investor relations.

Director Since: June 2018

Board Committees:
Audit and Risk
Capital Structure and
 Asset Management

Age: 59

Background and Skills:
Senior Leadership
Governance
Finance
Operations
Portfolio Management
WILLIAM T. BOSWAY
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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 a President and Chief Executive Officer of the Refrigeration and Food Equipment Division from June 2016 to December 2018. Prior to joining Dover Corporation, he was employed by Emerson Electric Co., a global manufacturer of industrial, commercial and consumer products, where he held the position of Group Vice President, Solutions & Technology for Emerson Climate Technologies from May 2008 through June 2016.
Director Qualifications:
Mr. Bosway’s qualifications to serve as a member of the Company’s Board include his strong leadership skills and significant experience in driving organic and acquisition growth, his breadth of experience in a variety of global industrial markets, and his proficiency in manufacturing operations.

Chairman of the Board and
Chief Executive Officer

Director Since: January 2019

Age: 56

Background and Skills:
Senior Leadership
Corporate Social
Responsibility
Human Capital
Marketing
Operations
Portfolio Management

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PROPOSAL 1 - ELECTION OF DIRECTORS
CRAIG A. HINDMAN
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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 Company’s Board include his experience as an executive with responsibility for the financial and operational performance of global industrial business units within a best-in-class, Fortune 200 company. Other qualifications include his experience in the integration of acquired businesses and business simplification over a period of more than 20 years as well as his significant experience in and familiarity with end markets served by Gibraltar.

Director Since: October 2014

Board Committees:
Compensation and
 Human Capital (Chair)
Nominating, Governance
 and Corporate Social
 Responsibility

Age: 67

Background and Skills:
Senior Leadership
Governance
Human Capital
Finance
Marketing
Operations
Portfolio Management
GWENDOLYN G. MIZELL
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Professional Experience:
Gwendolyn Mizell has served as a Director of the Company since February 2021. She began her career with Ameren 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 Chief Sustainability and Diversity Officer, reporting to the company’s CEO, and she is a member of the Ameren Senior Leadership Team. As the Chief Sustainability and Diversity Officer, Ms. Mizell is responsible for developing and executing sustainability strategy across the company, aligning Diversity Equity and Inclusion and Corporate Philanthropy for maximum community, customer and social impact and regularly reports to the Ameren Board of Directors and its committees. She chairs the Sustainability Executive Steering Committee, a cross-functional team of company leaders, designed to ensure alignment between Sustainability and corporate strategy.
Prior to joining Ameren, Ms. Mizell was President and Chief Executive Officer of GSM Development LLC, a business services firm supporting utilities across the US. Over her career, she has held positions of increasing responsibility with Westinghouse, Siemens, ABB, Calpine and KEMA Corporation. While at Westinghouse, she was responsible for air, water and acoustic compliance for power stations with modified environmental controls systems. 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 Company’s Board include her experience in strategy development, ESG, corporate social responsibility, diversity, equity and inclusion and power operations.

Director Since: February 2021

Board Committees:
Compensation and
 Human Capital
Nominating, Governance
 and Corporate Social
 Responsibility

Age: 60

Background and Skills:
Senior Leadership
Corporate Social
Responsibility
Human Capital
Marketing
Operations
9

PROPOSAL 1 - ELECTION OF DIRECTORS
LINDA K. MYERS
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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.
Director Qualifications:
Ms. Myers’ qualifications to serve on the Company’s Board include her demonstrated leadership skills as head of Kirkland’s Debt Finance Practice Group, her significant experience advising major public and private companies with respect to sophisticated financing transactions, and her wide exposure to issues encountered in the management of a global organization which she has acquired through her many committee memberships at Kirkland.

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: 58

Background and Skills:
Senior Leadership
Governance
Corporate Social
Responsibility
Human Capital
Finance
Legal
JAMES B. NISH
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Professional Experience:
James Nish has served as a Director of the Company since 2015. He brings to the Company’s Board over 25 years of investment banking experience serving clients in a variety of international industrial manufacturing markets. Most recently, he led the Mid-Cap Corporate Investment Banking team at J.P. Morgan Chase. Prior to that, he was head of the Industrial Manufacturing Group at Bear Stearns, where he worked for 22 years.
Other Current Public Board Directorships:
He also serves on the board and Audit Committee of Eneti Inc. (previously Scorpio Bulkers Inc.), a NYSE listed international shipping company that owns and operates dry bulk carriers and is transitioning towards marine-based renewable energy including investing in wind turbine installation vessels. Additionally, he serves on the board of Alert 360, a privately held home automation company.
Director Qualifications:
Mr. Nish’s qualifications to serve on the Company’s Board include his experiences centered on helping global industrial manufacturing companies accelerate their growth through mergers, acquisitions, and capital market transactions. A Certified Public Accountant, he has extensive experience in accounting, finance, personnel assessments, and currently serves as an adjunct professor at Baruch College and Pace University where he teaches both undergraduate business and MBA courses.

Director Since: July 2015

Board Committees:
Audit and Risk (Chair)
Capital Structure and
 Asset Management (Chair)

Age: 63

Background and Skills:
Senior Leadership
Governance
Corporate Social
Responsibility
Finance
Operations
Portfolio Management
10

PROPOSAL 1 - ELECTION OF DIRECTORS
ATLEE VALETINE POPE
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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 Company’s Board include her demonstrated leadership skills as an executive at Blue Canyon and her significant experience with designing global growth strategies and actions plans.

Lead Independent Director

Director Since: February 2020

Board Committees:
Audit and Risk
Capital Structure and
 Asset Management
Compensation and
 Human Capital
Nominating, Governance
 and Corporate Social
 Responsibility

Age: 66

Background and Skills:
Senior Leadership
Governance
Human Capital
Finance
Marketing
Operations
Portfolio Management
11

PROPOSAL 1 - ELECTION OF DIRECTORS
MANISH H. SHAH
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Professional Experience:
Manish Shah has served as a Director of the Company since February 2021. 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 Company’s Board include his experience in senior leadership and implementation across business systems technology, digital business models, and cyber security.

Director Since: February 2021

Board Committees:
Audit and Risk
Capital Structure and
 Asset Management

Age: 57

Background and Skills:
Senior Leadership
Governance
Corporate Social
Responsibility
Digital
Finance
Operations
Portfolio Management
Directors Not Standing for Election
WILLIAM P. MONTAGUE
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Professional Experience:
William Montague has served as a Director of the Company since the consummation of the Company’s initial public offering in 1993 and as the Chairman of the Board since 2015. He served as Executive Vice President and Chief Financial Officer of Mark IV Industries, Inc. ("Mark IV"), a manufacturer of engineered systems and components from 1986 to 1996, as Mark IV’s President and a Director from 1996 through 2004, and as Chief Executive Officer and a Director of Mark IV from 2004 to 2008.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ALL NOMINEES IN PROPOSAL 1
12

CORPORATE GOVERNANCE
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 Refreshment
On February 24, 2021, the Board of Directors appointed Gwendolyn G. Mizell and Manish H. Shah as members of the Board of Directors after completing a search for nominees performed by the Board. Ms. Mizell was identified through a third-party search firm, and Mr. Shah was proposed by a non-management director. The Nominating, Governance and Corporate Social Responsibility Committee interviewed board candidates and recommended to the full Board of Directors the appointment of Ms. Mizell and Mr. Shah as members of the Board. In conjunction with the appointments of Ms. Mizell and Mr. Shah, the Company also announced the retirement of Sharon M. Brady and Vinod M. Khilnani, each of whom served for the remainder of their terms and did not stand for re-election at the 2021 Annual Meeting.
Board Leadership
On October 26, 2021, William P. Montague, who served as the Company's non-executive Chairman of the Board since 2015, tendered notice of his retirement from the Board and from all committees of the Board effective immediately prior to the Annual Meeting. In light of Mr. Montague's retirement, and after consideration of Korn Ferry's assessment of Board Chair succession, the Board unanimously elected Mr. Bosway, the Company's President and Chief Executive Officer, as Chairman of the Board and director Atlee Valentine Pope as Lead Independent Director, in each case, effective January 1, 2022. Additionally, in connection with the appointment of Ms. Pope as Lead Independent Director, Linda K. Myers was appointed as chair of the Nominating, Governance and Corporate Social Responsibility Committee.
BOARD CHAIR
William T. Bosway has served as President, Chief Executive Officer and a Director of the Company since January 2019, and Chairman of the Board of Directors since January 2022.
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LEAD INDEPENDENT DIRECTOR
Atlee Valentine Pope has served as a Director of the Company since February 2020 and Chair of the Nominating, Governance and Corporate Social Responsibility Committee from January 2021 to December 2021, and Lead Independent Director since January 2022.
The Board of Directors does not have a policy as to whether the roles of Chairman of the Board and Chief Executive Officer should be separate or combined and as such has the authority and flexibility to select the appropriate leadership structure for the Company at the time. Under the Company’s Bylaws, the Chairman of the Board presides over meetings of the Board of Directors and meetings of the stockholders, while the CEO has general authority for strategic initiatives involving the business and operational affairs of the Company, subject to the supervision and oversight of the Board.
13

CORPORATE GOVERNANCE
Currently, the Company's leadership structure includes the combined role of Chairman of the Board and CEO, held by Mr. Bosway. The Board of Directors believes combining the role of Chairman of the Board and CEO brings to the Board important expertise and leadership and enhances decisive strategic direction and strong execution. The skills and experience of Mr. Bosway are well suited for the role of Chairman, putting the Board in a strong position to oversee strategy development, understand market developments, and mitigate risk appropriately. The independent directors of the Board have determined, after consultation with Korn Ferry, that having a combined role of Chairman of the Board and CEO is in the best interests of the Company and its stockholders.
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 present
Collaborate with the Board Chair in determining the need for special meetings of the Board
Call meetings or executive sessions of the independent members of the Board
Preside at all executive sessions of the independent members of the Board
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 Board
Consult with the Board Chair regarding topics to be considered at Board meetings and information provided with respect to such topics
Approve Board meeting agendas
Consult with the Board Chair regarding engagement of consultants by the Board
Be available for direct communication with major stockholders or other major stakeholders, in consultation with management and the Chair of the applicable Board Committee, as appropriate
The Board believes that an effective Lead Independent Director, such as Ms. Pope, who has significant and clear delineated responsibilities 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 all of the Board’s key committees - the Audit and Risk Committee; the Capital Structure and Asset Management Committee; the Compensation and Human Capital Committee; and the Nominating, Governance and Corporate Social Responsibility Committee - are comprised solely of and led by independent directors.
Board Retirement Policy and Tenure
Our corporate governance guidelines require our non-employee directors to submit an offer to resign from the Board 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 22, 2022, the Company's average tenure for directors standing for election is three years of service.
14

CORPORATE GOVERNANCE
Risk Oversight and Management
The Board of Directors is actively engaged in the oversight of strategies adopted by management for mitigating risks faced by the Company. The effective oversight of risks to which the Company may be exposed requires an understanding of the nature of the risks, the steps management is taking to manage the risks, and a determination of the level of risk which is acceptable to the Company. The involvement of the Board of Directors in reviewing the Company’s enterprise risk management process provides the Board an opportunity to understand the risks faced by the Company and the prioritization of the risks, the strategies being implemented by management to minimize these risks and the level of management’s tolerance for risk. With this understanding the Board is able to, if appropriate, require changes in the Company’s operations or strategies to reflect the Board’s determination of the appropriate level of risk for the Company.
Risks may arise in many different areas, including, among many others, business strategy; financial condition; competition for talent; operational efficiency; electronic data security; cyber-security; quality assurance; environmental, health, and safety; supply chain management; reputation; business interruptions or disasters; customer spending patterns; and intellectual property. The Board of Directors believes that, in light of the interrelated nature of the Company’s risks, oversight of risk management is ultimately the responsibility of the full Board. While the Board retains ultimate responsibility for oversight of the risks affecting the Company, the Audit and Risk Committee has responsibility for assisting the Board in the review and oversight of risks affecting the Company and risk management strategies developed by management. In addition, committees assist the Board in overseeing and reviewing risk relating to specific programs. The Compensation and Human Capital Committee reviews compensation program structure and design and the related risks and opportunities. The Nominating, Governance and Corporate Social Responsibility Committee oversees the Company's governance policies, Board structure, leadership and independence. In carrying out this critical responsibility, the Board has implemented an enterprise risk management program designed to:
Understand the critical risks in the Company's business and strategy and risk mitigation strategies;
Evaluate the Company’s risk management process and whether it functions adequately;
Facilitate open communication between management and the Directors; and
Foster an appropriate culture of integrity and risk awareness.
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 Business Conduct, and product quality standards. Management communicates routinely with members of the Board on the significant risks identified and how they are being managed.
Information Security Risk Oversight
The Board of Directors recognizes the importance of maintaining the trust and confidence of our customers, employees, and trading partners, while simultaneously preserving the integrity of our Company's information systems. To those ends, the Board of Directors is responsible for the oversight of the Company's information security risk management. To more effectively prevent, monitor, detect, and respond to information security threats, the Company has a dedicated Cyber Security leader reporting directly to the Company's Chief Digital Information Officer. The Cyber Security team is responsible for leading enterprise-wide information security strategy and developing awareness, training, policy, standards, architecture, and processes. The Board of Directors is briefed quarterly by senior management on projects to strengthen the Company's cybersecurity controls, assessments of the Company's security program, and the state of our current cybersecurity monitoring.
15

CORPORATE GOVERNANCE
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 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, 2021 investor day and other channels for communication.
In late 2021, as part of corporate social responsibility priority assessment, we reached out to stockholders owning nearly 75% of our outstanding common stock as of December 31, 2021 to provide an opportunity for one-on-one discussions with representatives of our management team. Our Chief Executive Officer, Chief Financial Officer, and Vice President and Treasurer, met with stockholders who expressed an interest to meet and who represented ownership of approximately 18% of our outstanding common stock as of December 31, 2021. These stockholders expressed appreciation for our proactive engagement and open dialogue. Our discussions covered a broad range of corporate social responsibility topics, including our corporate social responsibility efforts and journey, and recommendations for our corporate social responsibility disclosures and communication.
Independence of Directors
The Board of Directors has determined that each of Mark Barberio, Craig Hindman, William Montague, Gwendolyn Mizell, Linda Myers, James Nish, Atlee Valentine Pope, and Manish Shah is an “independent director” as defined under, the rules of Nasdaq and the SEC, which the Board has adopted as the standards by which it will determine independence. William Bosway serves as the Company's President and Chief Executive Officer and therefore is not an independent director.
Each member of the Audit and Risk Committee, the Capital Structure and Asset Management Committee, the Compensation and Human Capital Committee, and the Nominating, Governance and Corporate Social Responsibility Committee is independent under Nasdaq rules. In addition, the Board of Directors has affirmatively determined that the members of the Audit Committee and Compensation and Human Capital Committee qualify as independent in accordance with the additional independence rules established by the SEC and Nasdaq.
Board Committees and Related Matters
Our Board of Directors has four standing committees - the Audit and Risk Committee, the Capital Structure and Asset Management Committee, the Compensation and Human Capital Committee, and the Nominating, Governance and Corporate Social Responsibility Committee. Copies of the charters of these committees are available on the Company’s website at www.gibraltar1.com.
The current composition of the Board of Directors and each board committee as of March 22, 2022, is set forth below:
16

CORPORATE GOVERNANCE
DirectorBoard of DirectorsAudit and Risk CommitteeCapital Structure and Asset Management CommitteeCompensation and Human Capital CommitteeNominating, Governance and Corporate Social Responsibility Committee
Mark BarberioMM*M
William Bosway (1)C
Craig Hindman (2)MCM
Gwendolyn Mizell (3)MMM
William MontagueMMMMM
Linda Myers (4)MMMMC
James NishMC*C
Atlee Valentine Pope (5)LMMMM
Manish Shah (6)MMM
  M = Member C = Chair L = Lead Independent Director * = Financial Expert
(1)Mr. Bosway was appointed Chairman of the Board effective January 1, 2022.
(2)Mr. Hindman was appointed chair of the Compensation and Human Capital Committee effective January 1, 2021.
(3)Ms. Mizell was appointed to the Board of Directors, the Compensation and Human Capital Committee, and Nominating, Governance and Corporate Social Responsibility Committee effective February 24, 2021.
(4)Ms. Myers was appointed to the Compensation and Human Capital Committee effective February 24, 2021, the Nominating, Governance and Corporate Social Responsibility Committee effective October 26, 2021, and appointed chair of the Nominating, Governance and Corporate Social Responsibility Committee effective January 1, 2022.
(5)Ms. Pope was appointed as Lead Independent Director and appointed to the Audit and Risk Committee, and Capital Structure and Asset Management Committee effective January 1, 2022.
(6)Mr. Shah was appointed to the Board of Directors, the Audit and Risk Committee, and Capital Structure and Asset Management Committee effective February 24, 2021.
17

CORPORATE GOVERNANCE
In 2021, the Board of Directors held nine meetings. Each director attended at least 75% of the aggregate number of meetings of the Board of Directors and committees on which each served during the period of his or her service in 2021.
The Company does not have a policy regarding director attendance at the annual meeting, but they are encouraged to attend. Our 2021 annual meeting was attended by all of the Directors of the Board.
Audit and Risk Committee
Committee Members:
James Nish (Chair)Linda Myers
Number of meetings in fiscal 2021: Four (4)
Mark BarberioAtlee Valentine Pope (1)
Report: Page 63
William MontagueManish Shah (2)
(1) Ms. Pope was appointed to the committee effective January 1, 2022
(2) Mr. Shah was appointed to the committee effective February 24, 2021
* 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.
Effective February 24, 2021, the committee amended and restated its charter to rename the committee the Audit and Risk Committee to appropriately reflect the committee's ongoing responsibilities in overseeing the Company's risk assessment and risk management guidelines and policies.
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)Linda Myers
Number of meetings in fiscal 2021: Four (4)
Mark BarberioAtlee Valentine Pope (1)
William MontagueManish Shah (2)
(1) Ms. Pope was appointed to the committee effective January 1, 2022
(2) Mr. Shah was appointed to the committee effective February 24, 2021
18

CORPORATE GOVERNANCE
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.
Compensation and Human Capital Committee
Committee Members:
Craig Hindman (Chair) (1)Linda Myers (2)
Number of meetings in fiscal 2021: Seven (7)
Gwendolyn Mizell (2)Atlee Valentine Pope
Report: Page 45
William Montague
(1) Mr. Hindman was appointed Chair effective January 1, 2021
(2) Ms. Mizell and Ms. Myers were appointed to the committee effective February 24, 2021
* 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 approve the structure and design of the compensation programs in effect for executive officers and directors of the Company and to provide 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.
Effective February 24, 2021, the committee amended and restated its charter to rename the committee the Compensation and Human Capital Committee to appropriately reflect the committee's ongoing responsibilities in overseeing and providing strategic guidance on the Company's human capital management, including diversity and inclusion.
The Compensation and Human Capital Committee meets in executive session to determine and approve the compensation packages provided to the executive officers. The Compensation and Human Capital Committee is responsible for ensuring the Company’s compensation programs are competitive and enhance the Company’s ability to attract, retain, and motivate highly qualified individuals to serve as executive officers and directors. The Compensation and Human Capital Committee is also responsible for the administration of the Company’s incentive compensation plans and authorization of grants of equity-based awards pursuant to such plans. The Compensation and Human Capital Committee delegates its authority for the administration of the incentive compensation plans and authorization of grants of equity-based awards pursuant to such plans to executive management with regards to non-executive management of the Company.
To fulfill its responsibilities, the Compensation and Human Capital Committee has the authority to retain and obtain advice from advisors. The Compensation and Human Capital Committee employs a nationally recognized compensation consultant, Korn Ferry (“KF”), to serve as an independent compensation advisor and perform market studies of compensation programs offered by a peer group of companies. The Compensation and Human Capital Committee determined KF is an independent advisor by assessing the firm on six independence factors as prescribed by the SEC. The Compensation and Human Capital Committee worked with KF and the Company’s executive management team to make final decisions regarding the design of the programs used to compensate the Company’s executive officers and directors in a manner which is consistent with the Company’s compensation objectives. The amount of fees paid for these services performed by KF was approximately $132,500 during 2021.
19

CORPORATE GOVERNANCE
Nominating, Governance and Corporate Social Responsibility Committee
Committee Members:
Linda Myers (Chair) (1)William MontagueNumber of meetings in fiscal 2021: Four (4)
Craig HindmanAtlee Valentine Pope (3)
Gwendolyn Mizell (2)
(1) Ms. Myers was appointed to the committee effective October 26, 2021 and Chair effective January 1, 2022
(2) Ms. Mizell was appointed to the committee effective February 24, 2021
(3) Ms. Valentine Pope served as Chair from January 1, 2021 to December 31, 2021
* Each committee member is independent as required by the Nasdaq rules applicable to such committee.
The purpose of the Nominating, Governance and Corporate Social Responsibility Committee is to:
identify and nominate individuals qualified to become Board and committee members;
to establish and implement policies and procedures relating to the nominations of qualified candidates;
to develop and recommend to the Board a set of corporate governance guidelines for the Company;
to provide oversight and strategic guidance on environmental, social and governance matters significant to the Company; and
to oversee, review, and make periodic recommendations to the Board concerning the Company’s corporate governance guidelines and policies.
In support of these purposes, the Nominating, Governance and Corporate Social Responsibility Committee oversees the directors’ continuing education, which includes seminars focused on strategic and governance issues.
Effective February 24, 2021, the committee amended and restated its charter to rename the committee the Nominating, Governance and Corporate Social Responsibility Committee to appropriately reflect the committee's ongoing responsibilities in overseeing and providing strategic guidance on environmental, social and governance matters significant to the Company.
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:
Each candidate will exhibit integrity, high personal and professional ethics, mature judgment;

Whether a candidate is “independent” within the meaning of such term in accordance with the applicable listing standards of Nasdaq and the rules promulgated by the SEC; and

Each candidate will possess a diversity of background and achievement including in business, government, education and technology as relevant to the Company’s strategic needs and desire to have a diverse board composition.
20

CORPORATE GOVERNANCE
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 which is composed of individuals that contribute to the Board’s overall diversity - diversity being broadly construed to mean a variety of opinions, perspectives, as well as personal and professional experiences and backgrounds. Accordingly, the Nominating, Governance and Corporate Social Responsibility Committee seeks to identify candidates for nomination who will contribute to the diversity of perspectives present in Board deliberations. During the nomination process, the Nominating, Governance and Corporate Social Responsibility Committee considers whether the Board’s composition reflects an appropriately diverse mix of skills and experience in relation to the needs of the Company.
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.
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 2021, the Nominating, Governance and Corporate Social Responsibility Committee did not receive any nomination recommendations from stockholders.
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 of Directors assessing the performance of the executive officers of Gibraltar. The Compensation and Human Capital Committee, pursuant to its charter, annually reviews the performance of the executive officers and discusses succession plans for each such officer with the Chief Executive Officer. The Board of Directors has the responsibility to review succession plans for the Chief Executive Officer and other key executive positions.
The Board of Directors and the Nominating, Governance and Corporate Social Responsibility Committee also work together to assess the composition, tenure, and diversity of the Board of Directors and evaluate succession planning considerations when recommending Board nominees.
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 of Director background materials, and meetings with the Company’s executive management and visits to the Company.
Each Director is required to complete the Company's annual ethics and compliance and cyber security training which is approximately 12.5 hours per year. The Company is committed to providing directors with opportunities and resources for continuing education for corporate governance and business-related issues as may be appropriate and regularly has third parties provide presentations on relevant topics during board meetings, and through the Board's membership in the National Association of Corporate Directors.
21

CORPORATE GOVERNANCE
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 of Directors will be forwarded to that member. Mail addressed to “Outside Directors” or “Non-Management Directors” or similar addressees will be sent to the chair of the Audit and Risk Committee.
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 seven years, we have been transforming our company to focus on solving some of the world’s most challenging opportunities – from the comfort of the places we call home, to the energy upon which we rely, and the food we consume. The challenges are quite significant, and the acceleration of progress will require more innovation, investment, passion, enthusiasm, and accountability across our organization, as well as across our supply chain. Our transformation better aligns with partners that are solving global sustainable development issues through technologies across our renewables, agtech, and residential segments. Our alignment creates a strong business today and for the long-term, and makes us a relevant leader in the markets we serve.
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 Company's approach to corporate social responsibility and to ensure it aligns with the Company's overall business strategy and corporate best practices;
Periodic review of external developments which are likely to have a significant influence on the Company's reputation and/or its ability to conduct its business in a socially responsible manner;
The Company's social responsibility policies and initiatives, including but not limited to human rights, the Company's stakeholders relationships, and product safety; and
The Company's policies and initiatives relating to the environment with respect to energy management, climate change, and sustainability.
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.
22

CORPORATE SOCIAL RESPONSIBILITY
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In December 2021, the Company issued its Inaugural Corporate Social Responsibility Report (CSR Report). The CSR Report presents the Company's corporate social responsibility (CSR) results through numerous topics that reflect the priorities of Gibraltar's key stakeholders, including:
Information about products and services making a positive impact on the world while supporting comfortable living, sustainable power, and productive growing;
Results from the Company's first ever CSR priority assessment;
Organizational development including safety, education, and diversity & inclusion; and
Disclosures in response to the Task Force on Climate-related Financial Disclosures (TCFD) reporting requirements.
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:
Our People
The safety, well-being, and success of our people is our top priority. We are dedicated to developing their potential as professionals and future leaders, drawing on the unique abilities of each team member to build a rich, inclusive culture of difference-makers.
Our CommunitiesSharing our success with the communities where we live and work is vital to our mission. By supporting local nonprofits and institutions as investors and volunteers, we help build resilience and strengthen the bonds that will help our communities thrive.
The WorldOur 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.
At Gibraltar, doing the right thing is in our DNA. We are committed to making a difference in the lives of the people who are touched by our business and to creating meaningful impact every day through our work and relationships.
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COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS
Our Compensation and Human Capital Committee engaged Korn Ferry, a nationally recognized compensation consultant, to review survey information, and provide other publicly available information and advice to the Compensation and Human Capital Committee with respect to compensation-related matters for non-employee director compensation for a peer group of companies. The peer group is the same as the peer group disclosed in the section entitled “Compensation Discussion and Analysis” below.
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 2021, the Compensation and Human Capital Committee approved a compensation program for non-employee directors consisting of the following cash compensation, effective as of May 5, 2021, which reflected a $5,000 increase in the annual cash retainer for Board services:
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 $100,000 for the non-executive Chair of the Board, if any;
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 arrears unless deferred under the MSPP as describe below. In addition, the Compensation and Human Capital Committee approved annual grants of stock to each non-employee director having an aggregate fair value equal to $105,000, which reflects a $10,000 increase in aggregate fair value compared to the 2020 annual grant. These shares vest immediately and are delivered to directors unless a Director elects to defer for future issuance the receipt of all or a portion of the stock award received. Pursuant to this approval, non-employee directors received awards of stock in May 2021. The Compensation and Human Capital Committee determined that the modest increases in cash and equity compensation were appropriate to more closely approximate the 50th percentile of the peer group.
In connection with the appointment of our Lead Independent Director, and in consultation with Korn Ferry, the Compensation and Human Capital Committee approved a $25,000 annual fee for this position, effective January 1, 2022.
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 established for the Director and credited with restricted stock units (“RSUs”) equal in number to the number of shares of the Company’s stock which could have been purchased using the amount of director fees deferred. RSUs credited to the account of non-employee directors to reflect amounts deferred under the MSPP are paid to the participants upon the termination of their service to the Board.
Under the MSPP, the amount deferred and to be paid to a non-employee director upon termination of his or her service on the Board is equal to the hypothetical investments credited to his or her account plus the total number of RSUs in his or her account, multiplied by the 200-day rolling average price per share of the Company’s stock, determined as of the immediately preceding calendar-month's end date immediately preceding the date the participant becomes eligible to receive a distribution of his or her account under the MSPP.
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COMPENSATION OF DIRECTORS
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. Deferred awards are issued six months after termination of the non-employee director's service.
2021 Director Compensation
The table below sets forth the compensation of each non-employee director in 2021.
NameFees Earned or
Paid in Cash
(1) ($)
Stock
Awards
(2) ($)
Total
($)
Mark G. Barberio83,301 104,976 188,277 
Sharon M. Brady27,178 — 27,178 
Craig A. Hindman90,801 104,976 195,777 
Vinod M. Khilnani27,178 — 27,178 
Gwendolyn G. Mizell71,466 104,976 176,442 
William P. Montague 203,301 104,976 308,277 
Linda K. Myers93,658 104,976 198,634 
James B. Nish100,801 104,976 205,777 
Atlee Valentine Pope88,301 104,976 193,277 
Manish H. Shah71,466 104,976 176,442 
(1)Mr. Shah deferred 100% of his annual cash retainer into RSUs under the Company's MSPP and received 711.51 RSUs. Ms. Mizell deferred 75% of her cash retainer into RSUs under the Company's MSPP and received 533.64 RSUs.
(2)Represents awards of shares granted under the 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 5, 2021 (the grant date) was $83.58. The Company does not pay fractional shares.
25

COMPENSATION OF DIRECTORS
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:
NameRestricted
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. Montague2,000 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)Mr. Montague holds 2,000 restricted shares that will vest upon his retirement from the Board.
(2)Deferred share units will be converted into shares upon retirement from the Board of Directors.
(3)Represents RSUs acquired through cash retainer deferrals under the MSPP during the period of the Director’s service that will be converted to cash and paid out upon retirement from the Board.
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.
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DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
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 22, 2022:
NameAgePosition(s) Held
William T. Bosway56Chairman of the Board, President and Chief Executive Officer (1)
Patrick M. Burns59Chief Operating Officer
Timothy F. Murphy58Senior Vice President and Chief Financial Officer
Elizabeth R. Jensen48Vice President and Chief Human Resources Officer
Katherine E. Bolanowski38General Counsel, Vice President and Secretary (2)
Jeffrey J. Watorek42Vice President and Treasurer
Atlee Valentine Pope66Lead Independent Director (1)
William P. Montague75Chairman Emeritus
Mark G. Barberio59Director
Craig A. Hindman67Director
Gwendolyn G. Mizell60Director
Linda K. Myers58Director
James B. Nish63Director
Manish H. Shah57Director
(1)On October 26, 2021, William T. Bosway, the Company’s President and Chief Executive Officer and member of the Board, was appointed Chairman of the Board, effective January 1, 2022, and director Atlee Valentine Pope was appointed Lead Independent Director effective January 1, 2022.
(2)On February 22, 2022, the Board of Directors appointed Katherine E. Bolanowski, the Company's General Counsel, as the Company's Vice President, Secretary effective immediately.
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:
PATRICK M. BURNS has served as Chief Operating Officer since joining the Company on March 18, 2019. Prior thereto, Mr. Burns was most recently Senior Vice President, Strategy at Dover Corporation from 2016 to December 2018. Prior to that, Mr. Burns served as Vice President, Corporate Strategy at Johnson Controls from 2014 to 2016 after spending the previous five years with Danaher Corporation in operating company leadership positions. He graduated from the United States Military Academy with a bachelor’s degree in mechanical engineering and an MBA from J.L. Kellogg School of Management, Northwestern University.
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.
ELIZABETH R. JENSEN was appointed as Vice President and Chief Human Resources Officer of the Company in March 2021. Prior thereto, Ms. Jensen served as Vice President, Human Resources and Internal Communications for Hach Company, a subsidiary of Danaher Corporation, since January 2020. Ms. Jensen joined the Danaher Corporation in 2013. Prior to her appointment to her position at Hach Company, she served as Vice President of Human Resources at three of their other subsidiaries, SCIEX, Molecular Devices and Cepheid. Ms. Jensen has also held leadership positions at Illinois Tool Works Inc., W. W. Grainger, and Snap-on. She graduated from San Jose State University with a bachelor's in Business Management with a concentration in Human Resources Management and earned her Lean Certification from The Fisher College of Business, the Ohio State University.
27

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
KATHERINE E. BOLANOWSKI was 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. WATOREK was 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 - ADVISORY VOTE ON EXECUTIVE COMPENSATION
(“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 must be held no later than 2023.
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.
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:
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;
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.
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 will improve the price of our stock.
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PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY-ON-PAY")
In 2021, performance-based compensation represented 63% of our Chief Executive Officer’s targeted total compensation and an average of 47% of the targeted total compensation of our other named executive officers. We believe that this emphasis on both short and long-term financial performance in our compensation structure aligns executives’ and stockholders’ interests. The Compensation and Human Capital Committee believes that the executive compensation program is closely aligned with the long-term interests of our stockholders and is effective in implementing our compensation philosophy and in achieving our strategic goals.
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 2021 was reasonable and appropriate, justified by the performance of the Company and the result of a carefully considered approach.
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 2.
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DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
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 2021 fiscal year. Our NEOs for fiscal 2021 included:
Named Executive OfficerTitle
William T. BoswayPresident and Chief Executive Officer
Patrick M. BurnsChief Operating Officer
Timothy F. MurphySenior Vice President and Chief Financial Officer
Elizabeth R. JensenVice President and Chief Human Resources Officer
Jeffrey J. WatorekVice President and Treasurer

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.
2021 Performance and Results
Net sales increased by $307.2 million, or 29.8%, to $1.3 billion in 2021. The 29.8% increase in net sales was driven by our Renewables and Residential segments. Net sales generated from our 2020 acquisitions contributed 20.9%, or $215.7 million. Organic growth of 8.9%, or $91.5 million, was a result of both increases in pricing to customers and an increase in volume, the result of strong end market demand and participation gains primarily in our Residential segment.
While GAAP net income and EPS from continuing operations were lower than 2020, largely the result of acquisition-related integration and restructuring initiatives, we generated positive growth in adjusted net income and adjusted EPS. These results were below our expectations, and reflect an environment that pressure-tested our systems and processes, our organization, and our operating paradigms. On an adjusted basis, we were able to improve despite headwinds throughout the year from accelerating inflation and constraints on materials, labor and transportation used in our operations as a result of significant progress made in integrating our businesses, improving systems, and general execution. Additionally, we worked diligently to minimize disruptions from the COVID pandemic and to keep our team safe, particularly in the first and fourth quarters of 2021, when COVID infection rates were at their highest. These same challenging factors led to investments in working capital, primarily an increase in the Company's inventory, largely a result of higher raw material costs and in-bound freight, as compared to prior year, along with higher levels of inventory to meet customer needs.
The Compensation and Human Capital Committee set 2021 targets at levels that exceeded 2020 actual results, with the exception of 2021 ROIC which was set below 2020 actual ROIC. ROIC targets were set below the achieved level of 2020 to reflect the impact of the acquisitions made during 2020, and the recognition that there is an initial negative impact to ROIC before an acquisition is fully integrated. The Company's financial results did not meet the threshold amounts set in either the MICP or PSU programs, and therefore no amounts were earned under these programs in 2021.
COVID-19 and Supply Chain Impacts on Performance Targets
The performance targets for 2021 were approved by the Compensation and Human Capital Committee in February 2021 and no adjustments were made to the performance targets during fiscal year 2021.
30

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 DoWhat We Don’t Do
rock-def14acheck.jpg
Deliver a significant portion of executive compensation in the form of at-risk, performance-based compensationXHave single-trigger change-in-control agreements
rock-def14acheck.jpg
Set performance goals for stock-based incentives on ROIC based in part on consultation with significant stockholdersXProvide double-trigger change-in-control cash benefits greater than 275% of cash compensation
rock-def14acheck.jpg
Limit the maximum payout that can be received in our annual cash incentive plan to 200% of targetXMaintain a supplemental executive retirement plan
rock-def14acheck.jpg
Reward certain executives with performance-based compensation awards linked to relative total stockholder returnXAllow our directors and employees to enter into hedging and pledging transactions with Gibraltar stock
rock-def14acheck.jpg
Require our directors and executive officers to satisfy stock ownership guidelinesXProvide excise tax gross-ups upon a change in control
rock-def14acheck.jpg
Engage in a rigorous target-setting process and use multiple performance metrics for the annual cash incentive planXProvide tax gross-ups on executive benefits and perquisites
rock-def14acheck.jpg
Maintain a Clawback Provision that applies to our named executive officersXGrant discounted stock options or, reload or re-price stock options without stockholder approval
rock-def14acheck.jpg
Reasonable use of executive perquisites
rock-def14acheck.jpg
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 2021 Annual Meeting of Stockholders, in which Gibraltar received 92.8% support from its stockholders, the Compensation and Human Capital Committee concluded that the vast majority of stockholders supported the Company’s compensation programs. The Compensation and Human Capital Committee therefore determined that is was not necessary to make any material changes to our executive compensation program for 2021 as a result of the Say-on-Pay vote.
31

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;
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 2021, as depicted in the following chart, 63% of our CEO’s target compensation was provided in the form of performance-based compensation, with an additional 19% attributed to time-vested stock awards. During 2021, on average, 47% of our other NEOs compensation was performance-based compensation, with another 11% attributed to time-vested stock awards. The long-term value of time-vested stock awards will fluctuate with our stock price, thus aligning our executive officers’ interests with our stockholders’ interests.
The following charts highlight the targeted compensation mix for our CEO and the average mix for the other NEOs in 2021:
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COMPENSATION DISCUSSION & ANALYSIS
CEO
2021 Annual Target Compensation
Other NEOs Average
2021 Annual Target Compensation
rock-def14aceoneo211.jpg
"At Risk" Performance-Based Compensation 63%
"At Risk" Performance-Based Compensation 47%
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.
33

COMPENSATION DISCUSSION & ANALYSIS

Distinguishing Awarded Compensation from Realized Compensation
It is important to distinguish the compensation awarded to our named executive officers in 2021, as required to be reported under applicable SEC rules, from the compensation that was actually earned by our named executive officers. Compensation reported within the Summary Compensation Table uses different measurements of the compensation reported depending on the type of compensation. The PSU compensation reported for each executive officer is disclosed at targeted award value, or grant-date fair value, while the compensation from the MICP reported in the table reflects the actual amount earned and paid to the named executive officers, or realized value. If both portions of performance-based compensation were measured at their realized value, it would show the impact of actual performance on each named executive officer’s compensation.
The chart and table below show the performance-based and deferred compensation components of total compensation realized by our named executive officers in 2021.
Amounts shown for each "Target" pay column reflect (A) Total Fixed Compensation of (i) base salary paid during the fiscal year, (ii) actual 2018 MSPP base salary match contributed during the fiscal year, (iii) the grant-date fair value of RSU awards, and (iv) all other compensation paid during 2021, all of which correspond to the amounts reported in the Summary Compensation Table, and (B) Performance-Based Compensation of (i) target annual incentive compensation calculated based upon a percentage of each named executive officers base salary as of December 31, 2021 at the target MICP payout percentage, (ii) the grant-date fair value of PSU awards that corresponds to the Summary Compensation Table, and (iii) MSPP matching contributions related to the 2021 annual incentive compensation award at target.
Amounts shown for each "Realized" pay column reflect (A) Total Fixed Compensation reflected in the "Target" pay column, as described above, which corresponds to the amount reported in the Summary Compensation Table, and (B) Performance-Based Compensation of (i) annual incentive compensation calculated based upon a percentage of each named executive officers base salary as of December 31, 2021 at the actual MICP payout percentage, (ii) the grant-date fair value of PSU awards multiplied by the actual 2021 PSU payout percentage, and (iii) 2018 MSPP matching contributions related to the 2021 annual incentive compensation award at the actual MICP payout percentage.
As shown below, the realized compensation earned by each Named Executive Officers ranged from 35% to 60% of targeted compensation. Realized compensation was less than target compensation as a result of the Company’s performance in relation to the performance goals set for the MICP and PSU awards. The Compensation and Human Capital Committee believes realized compensation is an important metric to understand when evaluating the effectiveness of the Company’s compensation programs.
34

COMPENSATION DISCUSSION & ANALYSIS
rock-def14arlzcomptb21.jpg
NameTotal Fixed
Compensation
(1) ($)
Performance Based CompensationTotal Fixed and
Performance Based
Compensation
Realized
Pay
as a
% of
Target
(%)
MICPPSUsDeferred Compensation
Target
(2) ($)
Realized
(1) ($)
Target
(1) ($)
Realized
(3) ($)
Target
(4) ($)
Realized
(4) ($)
Target
($)
Realized
($)
William T. Bosway1,857,714 990,000 — 1,856,217 — 594,000 — 5,297,931 1,857,714 35%
Patrick M. Burns738,885 270,000 — 449,987 — 162,000 — 1,620,872 738,885 46%
Timothy F. Murphy721,128 270,000 — 449,987 — 162,000 — 1,603,115 721,128 45%
Elizabeth R. Jensen565,057 127,750 — 255,490 — 76,650 — 1,024,947 565,057 55%
Jeffrey J. Watorek330,788 60,250 — 144,595 — 18,075 — 553,708 330,788 60%
(1)Amounts correspond to those set forth in the Summary Compensation Table.
(2)Equal to the target annual incentive compensation calculated for each NEO based upon a percentage of their salaries.
(3)There were no PSUs earned in 2021.
(4)The deferred compensation (i) target equals the Matching RSUs that would be credited to their non-qualified deferred compensation accounts if each NEO deferred MICP at target; and (ii) realized amount equals the value of the company-match shares that were credited to their non-qualified deferred compensation accounts in 2021 related to actual MICP.
35

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 2021 to confirm that the emphasis of this program is on performance and long-term incentives and is competitive within our industry in terms of base salaries, annual incentives, and long-term incentives. These three components are the key elements of the compensation program provided to our executive management team.
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 Committee along with survey data in consultation with Korn Ferry. The peer group selected by the Compensation and Human Capital Committee for purposes of determining 2021 compensation consisted of the following companies and reflects no changes to the peer group selected for purposes of determining 2020 compensation:
A.O. Smith CorporationEagle Materials, Inc.Patrick Industries, Inc.
Aaon, Inc.Enerpac Tool Group CorporationPGT Innovations, Inc.
Albany International CorporationGriffon CorporationQuanex Building Products Corporation
American Woodmark CorporationInsteel Industries, Inc.Simpson Manufacturing Co., Inc.
Apogee Enterprises, Inc.L.B. Foster CompanyTrex Company, Inc.
Armstrong World Industries, Inc.Masonite International Corporation
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 all building products or industrial businesses that have revenues equal to approximately 45% to 280% of Gibraltar’s revenues.
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.
36

COMPENSATION DISCUSSION & ANALYSIS
Based on the peer group analysis described above along with CEO 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 2021:
PositionPercentage of Salary
Annual Incentive Compensation (MICP)Long-Term Equity Compensation (LTIP)
President and Chief Executive Officer120%350%
Chief Operating Officer60%145%
Chief Financial Officer60%145%
Vice President and Chief Human Resources Officer35%95%
Vice President and Treasurer25%70%
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 Provision for all performance-based compensation.
37

COMPENSATION DISCUSSION & ANALYSIS

Elements of Our Compensation Program
Our fiscal 2021 compensation program for named executive officers contained the following elements:
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 2021, the Compensation and Human Capital Committee reviewed and approved the base salaries shown below.
Named Executive OfficerBase 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/an/a
Jeffrey J. Watorek$241,000 $232,000 3.9%
The increases in Mr. Bosway's base salary and LTIP participation level in 2021 reflect the Compensation and Human Capital Committee's determination that such increases are consistent with the Company’s stated compensation philosophy and reflects Mr. Bosway’s skill level, experience, and overall success in the role over his tenure.
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 graphic below illustrates the weighting of the performance goals and the calculation of the financial performance goals of the 2021 annual MICP.
38

COMPENSATION DISCUSSION & ANALYSIS
Fiscal
Year
2021
Design
xx+
9-by-9 Matrix
Base
Salary
($)
Target Annual
Incentive
Compensation
Percentage
(%)
Net SalesAdjusted EPSDWC
Weighted 75%Weighted 25%
The targets and thresholds for the achievement of annual MICP awards for fiscal year 2021 compared to actual achievement and payout factor are as follows:
Level of AchievementNet Sales
(in millions)
Adjusted
EPS
DWC
Threshold$1,244$3.2037.4
100% Achievement$1,349$3.4732.0
200% Achievement$1,460$3.7627.1
Actual$1,339$2.7845.0
Payout Factor—%—%
Weighting75%25%
MICP Payout Percentage—%—%

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 OfficerTargeted Annual Incentive Compensation as a
Percentage of Base Salary
Base SalaryPotential Payout At TargetActual
Payout PercentagePayout At Actual
William T. Bosway120%$825,000 $990,000 —%$— 
Patrick M. Burns60%$450,000 $270,000 —%$— 
Timothy F. Murphy60%$450,000 $270,000 —%$— 
Elizabeth R. Jensen35%$365,000 $127,750 —%$— 
Jeffrey J. Watorek25%$241,000 $60,250 —%$— 
39

COMPENSATION DISCUSSION & ANALYSIS
The Compensation and Human Capital Committee believes 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 believes the combination of the three financial performance targets of Net Sales, Adjusted EPS, and DWC, incentivizes management to maximize the return on investment for our stockholders. Furthermore, the Compensation and Human Capital Committee concluded that the metrics used in determination of the annual MICP payout are effectively connected to the creation of stockholder value.
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 2021 are as follows:
Named Executive OfficerTarget 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
William T. Bosway$1,031,250 125%$1,856,250 225%
Patrick M. Burns$202,500 45%$450,000 100%
Timothy F. Murphy$202,500 45%$450,000 100%
Elizabeth R. Jensen$91,250 25%$255,500 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 grant The number of PSUs earned were determined during the 2021 performance period based upon the Company’s ROIC compared to the targeted ROIC. The Compensation and Human Capital Committee has selected ROIC as the performance goal used in determining payouts under PSU awards based on stockholder feedback and management’s recommendation.
40

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. Although the PSU awards use only one performance metric to determine the number of units earned under the grants, the Compensation and Human Capital Committee believes ROIC is a broad measurement of performance that measures profitability, cash flow generation, and asset management. Given that ROIC is a broad performance metric, we believe this measure is indicative of the effectiveness of our executive management team. The Compensation and Human Capital Committee believes that incorporating ROIC as a component of our compensation program closely aligns executive officer compensation with the interests of the Company's stockholders and the three-year vesting period incentivizes long-term value creation and promotes retention of the Company's executive management team.
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 2021 target of 14.6% based on the budgeted financial information presented. The threshold to earn any PSUs under the award was set at 13.6%. The maximum number of shares earned is limited to 200%, which would have required a ROIC of 16.6% or higher to achieve.
In 2021, the named executive officers did not earn any of the PSUs as the actual ROIC as calculated in Appendix A was below the threshold set by the Compensation and Human Capital Committee.
The following table calculates the number of PSU awards issued and earned during 2021:
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 salary225 %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 202121,0795,1105,1103,0551,642
Percentage of PSUs earned — %— %— %— %— %
PSUs earned during 2021— — — — — 
41

COMPENSATION DISCUSSION & ANALYSIS
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 allow our executive officers to defer receipt of a portion of their base salary and a portion of the amount of their annual incentive compensation earned under MICP.
For those executive officers who have elected to defer a portion of their MICP payment or base salary, the Company credits an additional number of RSUs (“Matching RSUs”) in an amount based on a percentage of their deferrals. These Matching RSUs are forfeited if the executive officer’s employment is terminated, for any reason other than a change in control transaction, termination without cause, and death or disability, before the executive officer reaches the fifth anniversary of the executive officer's vesting commencement date.
Payment of RSUs credited to the account of an executive officer to reflect amounts deferred under the 2018 MSPP are made to the participant upon a termination of employment. In addition, if the executive officer’s employment is terminated after the fifth anniversary of the executive officer's vesting commencement date, or if the executive officer’s employment is terminated without cause, or due to death or disability, before the executive officer reaches the fifth anniversary of the executive officer's vesting commencement date, the participant will be entitled to receive payment for Matching RSUs.
The Compensation and Human Capital Committee approved the establishment of the 2018 MSPP, in order to attract, retain and motivate management employees. The 2018 MSPP provides investment alternatives ("Unrestricted Units") which are substantially similar to the universe of investment alternatives, including common stock of the Company ("Restricted Units"), available to employees who have elected to participate in the Gibraltar 401(k) Plan.
Under 2018 MSPP, the amount deferred and to be paid to a participant upon termination of his or her employment is equal to the hypothetical investments credited to his or her account plus the total number of RSUs, including Matching RSUs, if applicable, in his or her account multiplied by the 200-day rolling average price per share of the Company’s stock, determined as of the immediately preceding calendar-month's end date immediately preceding the date the participant becomes eligible to receive a distribution of his or her account under the 2018 MSPP.
Payment of the amount determined above is made to the participant based on an election made by the participant 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 participant’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%).
We believe the 2018 MSPP further our compensation objectives of aligning the interests of our executive officers with stockholder interests by providing the executive officers an opportunity to increase post-termination compensation as a result of increases in the value of the Company’s common stock over their careers.
The following table summarizes the amount each NEO deferred into the 2018 MSPP, the number of Restricted Units credited to their 2018 MSPP accounts, and the Matching RSUs credited to their 2018 MSPP accounts during 2021:
Named Executive OfficerDeferred
Compensation
($)
RSUs Credited to
2018 MSPP
Officer
Deferrals
(#)
Company
Match
(#)
William T. Bosway$502,4257,6444,586
Patrick M. Burns$279,9792,7061,594
Timothy F. Murphy$279,9793,9862,107
Elizabeth R. Jensen$29,481389155
Jeffrey J. Watorek$49,817146
42

COMPENSATION DISCUSSION & ANALYSIS
CEO's Supplemental RSU Pool
On an annual basis, the Compensation and Human Capital Committee establishes a pool of RSUs and grants the CEO authority to issue RSUs from this pool at his discretion. If the CEO desires to issue RSUs from this pool to an executive officer or a direct report of the CEO, Compensation and Human Capital Committee approval is required. The awards are intended to provide the CEO with a tool to (a) recognize significant accomplishments or efforts not sufficiently recognized by the Company's annual or long-term incentive programs, (b) provide an incentive for retention, (c) acknowledge potential for leadership development, and (d) recognize a promotion or increased responsibilities. Awards are issued in the form of restricted stock or restricted stock units and generally cliff vest after a three year period. Mr. Watorek was awarded 460 RSUs during 2021 under the CEO's Supplemental RSU Pool.
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.
Perquisites and Other Benefits
We annually review the perquisites that executive officers receive. The perquisites offered to our executive officers in 2021 include personal use of Company automobiles, health-care benefits, tax planning services and relocation reimbursement.
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 Messrs. Bosway, Burns and Murphy.
Our Change in Control benefits for Messrs. Bosway, Burns and Murphy provide for the protection of previously granted equity-based incentive compensation and provide for a cash payment upon a double trigger event, which would be the consummation of the Change in Control transaction and subsequent termination of employment.
For more information concerning amounts our executive officers are entitled to receive upon a termination of employment and change in control, see “Potential Payments Upon Termination or Change in Control” below.
Generally Available Benefit Programs
The executive officers also participate in the Company’s other generally available benefit plans on the same terms as other employees at the Company’s headquarters. These plans include vacation, medical and dental insurance, life insurance, a supplemental salary continuation plan providing supplemental short-term disability benefits.
43

COMPENSATION DISCUSSION & ANALYSIS

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 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).

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, and Vice Presidents are required to hold 300%, 300%, and 50% of their base salary, respectively, in shares of the Company's common stock or other permitted equity interest within three years following their appointment. For purposes of determining value of shares held, shares include common stock owned by the non-employee director, including those owned by spouse and/or minor children, performance stock 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.
This policy is contained in our Corporate Governance Guidelines, which are available on our website at www.gibraltar1.com.

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 NEO has hedged or pledged any shares of the Company's Common Stock.
This policy is contained in our Corporate Governance Guidelines, which are available on our website at www.gibraltar1.com.

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.
This policy is contained in our Corporate Governance Guidelines, which are available on our website at www.gibraltar1.com.
44

COMPENSATION DISCUSSION & ANALYSIS

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 $6,762,855 in 2021.
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 23, 2022.
COMPENSATION AND HUMAN CAPITAL COMMITTEE OF THE BOARD OF DIRECTORS OF GIBRALTAR INDUSTRIES, INC.
Craig A. Hindman (Chair)
Gwendolyn G. Mizell
William P. Montague
Linda K. Myers
Atlee Valentine Pope

45

COMPENSATION OF EXECUTIVE OFFICERS
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table for 2021
Name and
Principal Position
YearSalary
(2) ($)
Stock AwardsNon-Equity
Incentive
Plan
Compensation
(5) ($)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
(6) ($)
All Other
Compensation
(7) ($)
Total
($)
Restricted
Stock
Unit
Awards
(3) ($)
Performance
Stock
Unit
Awards
(4) ($)
William T. Bosway
Chairman of the Board,
President and
Chief Executive Officer
2021803,3651,031,2711,856,217301,45523,0784,015,386
2020700,000874,9891,894,116502,425483,54623,2424,478,318
2019694,6151,875,0041,224,993805,91069,461521,3275,191,310
Patrick M. Burns
Chief Operating Officer
2021446,539202,538449,987111,99245,1551,256,211
2020421,000193,495931,828168,345160,29433,7361,908,698
2019323,269587,980409,996295,44631,53916,3161,664,546
Timothy F. Murphy
Senior Vice President and
Chief Financial Officer
2021446,539202,538449,987145,66127,3981,272,123
2020421,000193,495931,828168,345213,84828,2291,956,745
2019406,615184,507409,980286,221180,13233,1431,500,598
Elizabeth R. Jensen (1)
Vice President and Chief
Human Resources Officer
2021294,80891,240255,49011,792167,216820,546
Jeffrey J. Watorek
Vice President and Treasurer
2021239,44264,636144,5959,96324,316482,952
2020226,00023,226139,19737,8456,39924,425457,092
2019218,30821,984131,98263,99223,353459,619
(1)Ms. Jensen was hired and appointed as Vice President and Chief Human Resources Officer effective March 8, 2021.
(2)Includes amounts, if any, deferred at the direction of the executive officer. Salaries vary from the amounts disclosed in the CD&A as a result of the timing of promotions and annual salary increase during 2021.
(3)This column represents 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 amount included for 2021 RSU awards for all NEOs reflects the grant date fair value of RSUs issued under the annual LTIP program; and for Mr. Watorek also includes the grant date fair value of additional RSUs granted in March 2021, which cliff vest in three years.
(4)This column represents the grant date fair value of PSUs granted during that year under the 2018 Equity Incentive Plan. For the 2021 PSUs the assumptions applicable to these valuations can be found in Note 12 of the Notes to Consolidated Financial Statements - Equity-Based Compensation contained in the Gibraltar Industries, Inc. Annual Report on Form 10-K for the year ended December 31, 2021. ROIC is considered a performance condition and the grant-date fair value used in this table for the 2021 PSUs corresponds with management's expectation of the probable outcome of the performance condition as of the grant date. The maximum grant-date fair value for the 2021 PSUs are as follows: Mr. Bosway, $3,712,433; Mr. Burns, $899,973; Mr. Murphy, $899,973; Ms. Jensen, $510,979; and Mr. Watorek, $289,189. Based on the performance of the Company as measured by its actual ROIC compared to targeted ROIC, no units were earned under the 2021 PSU awards. As a result, no compensation will be earned under these PSU awards, and therefore the actual compensation differs from the grant date fair value disclosed. Further information regarding these awards can be found above in the CD&A on pages 40 and 41.
(5)This column represents the amounts earned under the Management Incentive Compensation Plan for the respective years.
(6)This column represents the Company contributions to the non-qualified deferred compensation plans for each of the NEOs. which is included in the Non-qualified Deferred Compensation Table.
(7)This column represents the following 2021 other compensation:
Name401(k)
Match
($)
Health
Reimbursement
Account
($)
Relocation
Reimbursement
($)
Personal Use
of Company
Autos
($)
Tax
Planning
($)
Total
($)
William T. Bosway11,600 7,757 — 2,421 1,300 23,078 
Patrick M. Burns11,600 15,797 — 12,758 5,000 45,155 
Timothy F. Murphy11,600 9,355 — 6,443 — 27,398 
Elizabeth R. Jensen1,516 — 165,700 — — 167,216 
Jeffrey J. Watorek9,838 3,064 — 11,414 — 24,316 
46

COMPENSATION OF EXECUTIVE OFFICERS
Grants of Plan-Based Awards in 2021
NameGrant DateEstimated 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
(#)
William T. BoswayMICP (1)346,500990,0001,980,000
3/1/2021 (2)11,7111,031,271
3/1/2021 (3)21,07942,1581,856,217
3/5/2021 (4)12,230803,880
Patrick M BurnsMICP (1)94,500270,000540,000
3/1/2021 (2)2,300202,538
3/1/2021 (3)5,11010,220449,987
3/5/2021 (4)2,305151,511
3/31/2021 (5)38335,135
6/30/2021 (5)51342,403
9/30/2021 (5)50536,347
12/31/2021 (5)59442,404
Timothy F. MurphyMICP (1)94,500270,000540,000
3/1/2021 (2)2,300202,538
3/1/2021 (3)5,11010,220449,987
3/5/2021 (4)4,098269,352
3/31/2021 (5)38335,135
6/30/2021 (5)51342,403
9/30/2021 (5)50536,347
12/31/2021 (5)59442,404
Elizabeth R. JensenMICP (1)44,713127,750255,500
3/8/2021 (2)1,09191,240
3/8/2021 (3)3,0556,110255,490
3/31/2021 (5)211,966
6/30/2021 (5)16613,758
9/30/2021 (5)16411,792
12/31/2021 (5)19313,758
Jeffrey J. WatorekMICP (1)21,08860,250120,500
3/1/2021 (2)27424,128
3/1/2021 (6)46040,508
3/1/2021 (3)1,6423,284144,595
3/5/2021 (4)1157,569
3/31/2021 (5)6540
6/30/2021 (5)8649
9/30/2021 (5)8556
12/31/2021 (5)9649
(1)Estimated future payouts represent the amount that was payable under the annual Management Incentive Compensation Plan (“MICP”) for performance in 2021. The maximum payment under this plan is limited to 200% of target.
(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.
47

COMPENSATION OF EXECUTIVE OFFICERS
(4)Consists of restricted stock units issued under the 2018 Management Stock Purchase Plan (“2018 MSPP”). Of the restricted stock units issued in 2021, 7,644 units, 1,281 units, 2,561 units issued to Messrs. Bosway, Burns and Murphy, respectively, represent units purchased through deferral of bonus, and 4,586 units, 1,024 units, 1,537 units, and 115 units issued to Messrs. Bosway, Burns, Murphy, and Watorek, respectively, represent the Company’s match. These restricted stock units convert into a hypothetical investment account upon vesting, which occurs upon fifth anniversary of the executive officer’s vesting commencement date. If employment is voluntarily terminated or terminated with cause prior to attaining the fifth anniversary of the executive officer’s participation commencement, matching units are forfeited. Upon termination of employment the balance in the hypothetical investment account is paid out as either a lump sum, or over five years, or over ten years.
(5)Consists of restricted stock units issued under the 2018 MSPP. Of the restricted stock units issued in 2021, 1,425 units, 1,425 units, and 389 units issued to Messrs. Burns, Murphy and Ms. Jensen, respectively, represent units purchased through deferral of salary; and 570 units, 570 units, 155 units, and 31 units issued to Messrs. Burns and Murphy, Ms. Jensen, and Mr. Watorek, respectively, represent the Company’s match. These restricted stock units convert into a hypothetical investment account upon vesting, which occurs upon fifth anniversary of the executive officer’s vesting commencement date. If employment is voluntarily terminated or terminated with cause prior to attaining the fifth anniversary of the executive officer’s participation commencement, matching units are forfeited. Upon termination of employment the balance in the hypothetical investment account is paid out as either a lump sum, or over five years, or over ten years.
(6)Mr. Watorek's discretionary RSUs vest and are payable, solely in shares of common stock of the Company, at the end of three consecutive calendar year periods beginning on March 1, 2021 ending on March 1, 2024 or, if earlier, upon death or disability, and forfeited if employment is terminated before March 1, 2024, for reasons other than death or disability.
(7)There is no threshold payout for reaching the minimum ROIC.
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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 DateOptions AwardsStock 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. Bosway1/2/2019 (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. Burns3/18/2019 (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. Murphy8/8/2011 (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. Jensen3/8/2021 (2)— — — — 1,091 72,748 — — 
Jeffrey J. Watorek3/1/2018 (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)Each of these special RSU awards vests in equal annual installments on each of the first three anniversaries of the applicable grant date, subject to such person's continued employment on each vesting date.
(2)Each of these RSU awards vests in equal annual installments on each of the first four anniversaries of the applicable grant date, subject to such person's continued employment on each vesting date.
(3)Represents PSUs that will be settled in shares of the Company's common stock for which performance conditions have been satisfied and adjusted to actual achievement. These units cliff vest on March 2, 2023.
49

COMPENSATION OF EXECUTIVE OFFICERS
(4)Represents TSR PSUs granted to Messrs. Bosway, Burns and Murphy on March 2, 2020 based upon achievement of the Company’s relative total stockholder return generated over a three-year performance period ending March 1, 2023 compared to the total stockholder return of companies within the S&P SmallCap 600 Industrial Sector Index. The payout factor applied to target TSR PSUs granted is based upon meeting a threshold of the 40th percentile. At the 40th percentile, 50% of the target TSR PSUs will be issuable, at the 55th percentile, 100% of the target TSR PSUs will be issuable, and at the 75th percentile, 200% of the target TSR PSUs will be issuable. If the Company's TSR is negative or does not exceed the 40th percentile, no TSR PSUs will be issuable. These awards cliff-vest after three years on March 1, 2023, respectively, and will be settled in shares of the Company’s common stock. The number of TSR PSUs has been calculated for purposes of this table based on the assumption that target performance will be achieved.
(5)Each of these special RSU awards vests in equal annual installments on each of the first four anniversaries of the applicable grant date, subject to such person's continued employment on each vesting date.
(6)Each of these executive retirement RSU awards vests upon Mr. Murphy's retirement from the Company after October 7, 2023.
(7)Represents fully-vested options granted to Mr. Murphy which provide him with the right to purchase up to 5,000 shares of common stock of the Registrant at the exercise price.
(8)Represents discretionary RSUs awarded to Mr. Watorek. Discretionary RSU awards vest and are payable, solely in shares of common stock of the Company, at the end of three years beginning on March 1st, 2021 ending on March 1st, 2024 or, if earlier, upon death or disability. These RSUs are forfeited if employment is terminated before March 1st, 2024, for reasons other than death or disability
Option Exercises and Stock Vested in 2021
NameOption AwardsStock Awards
Number of Shares
Acquired on Exercise
(#)
Value Realized on
Exercise
($)
Number of Shares
Acquired on Vesting
(#)
Value Realized on
Vesting
($)
William T. Bosway— — 53,951 3,834,732 
Patrick M. Burns— — 16,354 1,185,270 
Timothy F. Murphy— — 15,919 1,151,863 
Elizabeth R. Jensen— — — — 
Jeffrey J. Watorek— — 4,306 298,751 
Non-qualified Deferred Compensation
NameExecutive
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. Bosway502,425 301,455 976,795 — 3,594,311 (5)
Patrick M. Burns195,807 111,992 215,935 — 1,183,359 (5)
Timothy F. Murphy279,980 145,661 1,533,854 — 5,913,161 (5)
Elizabeth R. Jensen29,481 11,792 1,347 — 42,620 (5)
Jeffrey J. Watorek30,895 9,963 11,001