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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Gibraltar Industries Inc | NASDAQ:ROCK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.745 | 1.05% | 71.985 | 71.90 | 72.03 | 73.8399 | 71.26 | 72.54 | 92,729 | 19:45:58 |
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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
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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•
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Established one-year terms with annual elections of directors as opposed to our previous classified board structure in 2015;
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Reduced the average tenure of directors from sixteen years as of March 2014 to six years as of April 2019; and
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Appointed an independent director to serve as Chairperson in 2015.
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Table of Contents
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Page
Number
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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DEFINITIVE PROXY STATEMENT
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PROPOSAL 1 – ELECTION OF DIRECTORS
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CORPORATE GOVERNANCE
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DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
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COMPENSATION OF DIRECTORS
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PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”)
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COMPENSATION DISCUSSION & ANALYSIS
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Executive Summary
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Compensation Philosophy and Pay-for-Performance
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Distinguishing Awarded Compensation from Realized Compensation
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Say-on-Pay Vote Results and Response
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Design of the Compensation Program
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Elements of Our Compensation Program
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Employment Agreements
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Clawback Policy
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Tax Considerations
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Conclusion
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COMPENSATION COMMITTEE REPORT
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COMPENSATION OF EXECUTIVE OFFICERS
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Summary Compensation Table
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Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal Year End
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Option Exercises and Stock Vested
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Non-qualified Deferred Compensation
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Pay Ratio
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POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE REPORT
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PROPOSAL 3 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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AUDIT COMMITTEE REPORT
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OTHER MATTERS
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OTHER INFORMATION
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STOCKHOLDERS’ PROPOSALS
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BY ORDER OF THE BOARD OF DIRECTORS
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Jeffrey J. Watorek
Secretary
Buffalo, New York
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April 2, 2019
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Director Tenure
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Independent Directors
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Director Age Distribution
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Director Diversity
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* 9-14 Years (0)
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Nominee
|
Age
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Director
Since
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Number of Other Public Boards
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Board Set of Backgrounds and Skills
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|||||
Senior Leader-ship
|
Gover-nance
|
Financial
|
Operations
|
Innovation
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M&A
|
||||
Mark G. Barberio
*
|
56
|
2018
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One
|
ü
|
ü
|
ü
|
ü
|
|
ü
|
William T. Bosway
President and CEO
|
53
|
2019
|
None
|
ü
|
|
ü
|
ü
|
ü
|
ü
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Sharon M. Brady
*
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68
|
2015
|
None
|
ü
|
ü
|
|
ü
|
|
ü
|
Frank G. Heard
Vice Chair of the Board
|
60
|
2015
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None
|
ü
|
|
ü
|
ü
|
ü
|
ü
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Craig A. Hindman
*
|
64
|
2014
|
None
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
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Vinod M. Khilnani
*
|
66
|
2014
|
Three
|
ü
|
ü
|
ü
|
ü
|
|
ü
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William P. Montague
*
Chairman of the Board
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72
|
1993
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One
|
ü
|
ü
|
ü
|
ü
|
|
ü
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James B. Nish
*
|
60
|
2015
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One
|
|
ü
|
ü
|
|
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ü
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Mark G. Barberio
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|
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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. 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 also a board member of Exide Technologies, a privately held global energy storage solution company.
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.
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William T. Bosway
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WILLIAM BOSWAY
has served as President and Chief Executive Officer and a Director of the Company since January 2019. He joins the Company from Dover Corporation, a diversified global manufacturer, where he was a Vice President and 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.
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, breadth of experience in a variety of global industrial markets, and proficiency in manufacturing operations.
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Sharon M. Brady
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SHARON BRADY
has served as a Director of the Company since 2015. She brings to the Company’s Board more than 35 years of human resources leadership experience in the industrial manufacturing and retail sectors. Most recently, she served as Senior Vice President of Human Resources at Illinois Tool Works, Inc. (“ITW”), a Fortune 200 diversified industrial manufacturer. Prior to ITW, she progressed through a series of leadership roles for large-cap companies in the manufacturing, retail, and pharmaceutical industries. Ms. Brady also serves as an independent director for Hollister, Inc., a privately held medical device company.
Ms. Brady’s qualifications to serve on the Company’s Board include her extensive experience in global talent development, as well as in the design and implementation of leadership development frameworks, executive compensation plans, governance processes, and culture change strategies, including diversity initiatives and succession planning.
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Frank G. Heard
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FRANK HEARD
has served as a Director of the Company since 2015. He has served as Vice Chair of the Board of Directors of the Company since January 2, 2019 and as the Chief Executive Officer of the Company from January 1, 2015 to January 1, 2019. He joined Gibraltar as President and Chief Operating Officer in 2014 with more than 25 years of experience in the building products industry. Prior to joining Gibraltar, Mr. Heard served as President of the Building Components Group, a division of ITW. In that role, he had global responsibility for the strategic direction and operational performance of 25 business units in 18 countries across a wide range of industry segments including residential and commercial construction, retail, and component manufacturing. Prior to serving as President of the Building Components Group, Mr. Heard held various executive management roles for ITW dating back to 1990.
Mr. Heard’s qualifications to serve as a member of the Company’s Board include his demonstrated leadership skills as President of Gibraltar since 2014. By virtue of this experience, as well as his global operating company experience in the building products industry, he possesses integral knowledge of the markets in which the Company operates, and of Gibraltar’s products, personnel, manufacturing facilities, target markets, and competitors.
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Craig A. Hindman
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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, and was successful in growing revenues and increasing margins through innovation and business simplification initiatives. He also completed two acquisitions before leading the sale of the Industrial Packaging Group to The Carlyle Group in 2014. Mr. Hindman spent more than two decades in ITW’s Construction Products Group, providing him with significant experience in and familiarity with end markets also served by Gibraltar. He graduated from Colgate University with a bachelor’s degree and from Northwestern University with an MBA. 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.
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.
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Vinod M. Khilnani
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|
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VINOD KHILNANI
has served as a Director of the Company since 2014. From January 2013 to May 2013, he was Executive Chairman of the Board at CTS Corporation, a sensors and electronics components company with operations in North America, Europe, and Asia. Mr. Khilnani previously served as CTS Corporation’s Chairman and Chief Executive Officer from 2009 to 2013, President and Chief Executive Officer from 2007 to 2009, and Senior Vice President and Chief Financial Officer from 2001 to 2007. In addition to implementing growth and market diversification strategies at CTS Corporation, he successfully led restructuring and acquisition transactions, completed equity and debt offerings, and established operations in Eastern Europe and Asia. Mr. Khilnani is currently a director of Materion Corporation, 1st Source Corporation (parent of 1st Source Bank) and ESCO Technologies, Inc. He serves as chairman of the board, chairman of the nominating and corporate governance committee, and a member of the compensation committee of Materion Corporation; chairman of the audit committee and member of the compensation committee of 1st Source Corporation; and chairman of the compensation committee at ESCO Corporation.
Mr. Khilnani’s qualifications to serve on the Company’s Board include his service as a director of publicly-held, global organizations in a number of industries, his leadership role as Chairman and Chief Executive Officer of CTS Corporation, and his extensive background in accounting and finance for global manufacturing entities.
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William P. Montague
|
|
|
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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. Mr. Montague also serves on the Board of Directors of Endo International plc., where he is chairman of the compensation committee and serves on the audit, and nominating and corporate governance committees.
Mr. Montague’s qualifications to serve on the Company’s Board include his experience as a chief executive officer along with extensive financial and accounting experience acquired during his career with Mark IV and as a certified public accountant. His extensive background as a chief executive officer and chief financial officer of other public companies in the manufacturing industry provides significant value to the Company’s Board through his experiences with complex capital resource requirements and diverse geographical operations similar to the Company, as well as his insights in managing a variety of product offerings and markets. Mr. Montague’s more than 25 years of experience on the Board and long-term exposure to the Company provides a unique perspective regarding Gibraltar’s culture.
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James B. Nish
|
|
|
|
|
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. He also serves on the board of Scorpio Bulkers Inc., where he also serves on the audit committee.
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.
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THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE NOMINEES IN PROPOSAL 1
|
Corporate Governance Highlights
|
|||
Annual Election of All Directors
|
Yes
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Super-Majority Vote to Amend Charter and By-Laws
|
Yes
|
Average Age of Directors Standing for Election
|
62
|
Mandatory Retirement Age
|
Yes
|
Number of Independent Directors Standing for Election
|
6
|
Risk Oversight by Full Board and Committees
|
Yes
|
Majority Voting for Directors with Director Resignation Policy
|
Yes
|
Stock Ownership Guidelines for Non-Employee Directors and Executive Officers
|
Yes
|
Separate Chairman and CEO
|
Yes
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Anti-Hedging and Anti-Pledging Policies
|
Yes
|
Stockholder Action by Written Consent
|
Yes
|
Clawback Policy
|
Yes
|
Regular Executive Sessions of Independent Directors
|
Yes
|
Annual Advisory Approval of Executive Compensation
|
Yes
|
Annual Board and Committee Self-Evaluations
|
Yes
|
Poison Pill
|
No
|
•
|
Understand the critical risks in the Company’s business and strategy;
|
•
|
Evaluate the Company’s risk management process and whether it functions adequately;
|
•
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Facilitate open communication between management and the Directors; and
|
•
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Foster an appropriate culture of integrity and risk awareness.
|
•
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Medical, dental and vision benefits for employee, spouse and dependents
|
•
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Flexible spending accounts for both healthcare and dependent care
|
•
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401(k) retirement savings program with company matching contributions
|
•
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Paid vacation and holidays
|
•
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Parental leave
|
•
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Short-term and long-term disability benefits
|
•
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Wellness incentives for employees
|
•
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Life insurance benefits
|
•
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Employee assistance program
|
Lost Time Accidents
(Number of accidents)
|
|
|
Work-Related Fatalities
(Number of fatalities)
|
|
|
|
|
Director
|
Audit Committee
|
Capital Structure and Asset Management Committee
|
Compensation Committee
|
Nominating and Corporate Governance Committee
|
Board of Directors
|
Mark Barberio (1)
|
ü
|
ü
|
|
|
ü
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William Bosway (2)
|
|
|
|
|
ü
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Sharon Brady (3)
|
|
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Chair
|
ü
|
ü
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Frank Heard
|
|
|
|
|
ü
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Craig Hindman
|
|
|
ü
|
ü
|
ü
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Vinod Khilnani
|
|
|
ü
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Chair
|
ü
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William Montague
|
ü
|
ü
|
ü
|
ü
|
Chair
|
James Nish
|
Chair
|
Chair
|
|
|
ü
|
Fiscal 2018 Meetings
|
8
|
2
|
6
|
6
|
9
|
•
|
Each candidate shall be prepared to represent the best interests of all stockholders and not just one particular constituency;
|
•
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Each candidate shall be an individual who has demonstrated integrity and ethics in his or her personal and professional life and has established a record of professional accomplishment in his or her chosen field; and
|
•
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Each candidate shall be prepared to participate fully in board activities, including active membership on at least one board committee and attendance at, and active participation in, meetings of the board and the committees of which he or she is a member, and not have other personal or professional commitments that would interfere with or limit his or her ability to do so.
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•
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Established Mr. Bosway’s annual base salary at $700,000;
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•
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Set Mr. Bosway’s targeted annual incentive compensation at an amount equal to 100% of his annual base salary subject to the same performance goals as the rest of the executive management team. However, regardless of the actual performance for 2019 relative to the targeted performance, Mr. Bosway’s annual performance bonus for 2019 will not be less than $500,000;
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•
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Awarded Mr. Bosway with an annual grant of time-based restricted units equal to 125% of his annual base salary;
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•
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Awarded Mr. Bosway with an annual grant of performance stock units equal to 175% of his annual base salary subject to the same performance goal as the rest of the executive management team;
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•
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Awarded Mr. Bosway with a one-time grant of time-based restricted stock units which will have an aggregate value equal to $1,000,000 at date of grant and which will vest in three equal tranches;
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•
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Provided a special sign-on bonus of $500,000;
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•
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Provided the right for Mr. Bosway to participate in the Company’s deferred compensation program, the Management Stock Purchase Plan;
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•
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Provided Mr. Bosway with limited perquisites consisting of personal use of a company car, reimbursable medical benefits, and other benefits provided to employees of Gibraltar’s headquarters; and
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•
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Entered into a restrictive covenants and severance agreement and change in control agreement with Mr. Bosway.
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•
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2x Annual Base Salary paid in equal installments over the two years following Mr. Bosway’s termination;
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•
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Cash Bonus payment for year of termination prorated to reflect the time employed, calculated based on actual performance and paid at the same time that annual performance bonuses for the year of termination are paid;
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•
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Participation in the Company’s benefit programs will be discontinued at the end of the month following Mr. Bosway’s termination. Healthcare will be extended through COBRA for up to eighteen months and subsidized for the same time period above; and
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•
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Accelerated vesting of restricted stock units, performance stock units and Management Stock Purchase Plan Match.
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•
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2.5x Annual Base Salary paid in lump-sum;
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•
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Change in Control Cash Bonus equal to the average of Mr. Bosway’s annual performance bonuses for the three years preceding the change in control, paid in a lump sum;
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•
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Participation in the Company’s benefit programs will be discontinued at the end of the month following Mr. Bosway’s termination. Healthcare will be extended through COBRA for up to eighteen months and subsidized for the same time period above; and
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•
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Accelerated vesting of restricted stock units, performance stock units and Management Stock Purchase Plan Match.
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•
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Established Mr. Burns’ annual base salary at $410,000;
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•
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Set Mr. Burns’ targeted annual incentive compensation at an amount equal to 60% of his annual base salary subject to the same performance goals as the rest of the executive management team;
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•
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Awarded Mr. Burns with an annual grant of time-based restricted units equal to 45% of his annual base salary;
|
•
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Awarded Mr. Burns with an annual grant of performance stock units equal to 100% of his annual base salary subject to the same performance goal as the rest of the executive management team;
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•
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Awarded Mr. Burns with a one-time grant of time-based restricted stock units of 10,000 units and which will vest in four equal tranches;
|
•
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Provided the right for Mr. Burns to participate in the Company’s deferred compensation program, the Management Stock Purchase Plan;
|
•
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Provided Mr. Burns with limited perquisites consisting of personal use of a company car, reimbursable medical benefits, and other benefits provided to employees of Gibraltar’s headquarters; and
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•
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Entered into a change in control agreement with Mr. Burns.
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•
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Should the Company terminate Mr. Burns employment during the first twelve months of Mr. Burns’ employment, Mr. Burns will be entitled to twelve months’ salary; and
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•
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The Company may terminate Mr. Burns’ employment for Cause without notice in the event that Mr. Burns engage in egregious acts or omissions which result in material injury to the Company and its business. Termination for Cause will result in no severance benefits.
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•
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2x Annual Base Salary paid in lump-sum;
|
•
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Change in Control Cash Bonus: The average of Mr. Burns’ annual performance bonuses for the three years preceding the change in control, paid in a lump sum;
|
•
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Participation in the Company’s benefit programs will be discontinued at the end of the month following Mr. Burns’ termination. Healthcare will be extended through COBRA for up to eighteen months and subsidized for the same time period above; and
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•
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Accelerated vesting of restricted stock units, performance stock units and Management Stock Purchase Plan Match.
|
Name
|
Age
|
Position(s) Held
|
William T. Bosway
|
53
|
Director, President, and Chief Executive Officer (1)
|
Frank G. Heard
|
60
|
Director, Vice Chair of the Company’s Board of Directors (1)
|
Patrick M. Burns
|
56
|
Chief Operating Officer (2)
|
Timothy F. Murphy
|
55
|
Senior Vice President and Chief Financial Officer
|
Cherri L. Syvrud
|
52
|
Senior Vice President of Human Resources and Organizational Development
|
Jeffrey J. Watorek
|
39
|
Vice President, Treasurer and Secretary
|
William P. Montague
|
72
|
Chairman of the Board
|
Mark G. Barberio
|
56
|
Director
|
Sharon M. Brady
|
68
|
Director
|
Craig A. Hindman
|
64
|
Director
|
Vinod M. Khilnani
|
66
|
Director
|
James B. Nish
|
60
|
Director
|
Jane L. Corwin
|
55
|
Retired Director (3)
|
(1)
|
On January 2, 2019, William Bosway was appointed President and Chief Executive Officer of the Company. Mr. Bosway replaces Frank G. Heard who was appointed as Vice Chair of the Company’s Board of Directors, effective January 2, 2019 and who has notified the Company that he will retire effective March 3, 2020. Mr. Bosway has also been appointed to the Company’s Board of Directors.
|
(2)
|
On March 18, 2019, Mr. Burns was appointed Chief Operating Officer of the Company.
|
(3)
|
Ms. Corwin retired from the Board in 2018. We included Ms. Corwin in the 2018 Director Compensation Table in accordance with Item 402 of Regulation S-K.
|
Patrick M. Burns
|
Timothy F. Murphy
|
Cherri L. Syvrud
|
Jeffrey J. Watorek
|
|
Fees Earned or
|
|
|
||||||
Name
|
Paid in Cash (1)
|
Stock Awards (2)
|
Total
|
||||||
Mark G. Barberio
|
$
|
44,584
|
|
$
|
43,740
|
|
$
|
88,324
|
|
Sharon M. Brady
|
$
|
85,137
|
|
$
|
75,012
|
|
$
|
160,149
|
|
Jane L. Corwin
|
$
|
23,846
|
|
$
|
24,992
|
|
$
|
48,838
|
|
Craig A. Hindman
|
$
|
73,298
|
|
$
|
75,012
|
|
$
|
148,310
|
|
Vinod M. Khilnani
|
$
|
89,130
|
|
$
|
75,012
|
|
$
|
164,142
|
|
William P. Montague
|
$
|
189,954
|
|
$
|
75,012
|
|
$
|
264,966
|
|
James B. Nish
|
$
|
82,464
|
|
$
|
75,012
|
|
$
|
157,476
|
|
(1)
|
Consists of (a) pro-rated annual retainer fees of (i) $50,000, effective from January 1, 2018 through May 3, 2018, and (ii) $55,000 (pro-rated for new director), effective May 4, 2018; (b) $100,000 for Mr. Montague to correspond to his position as Chairman of the Board; (c) $10,000 (pro-rated for new committee) for each committee a directors serves; (d) $7,500, $5,000, and $12,500 for Ms. Brady and Messrs. Khilnani, and Nish, respectively, to correspond to their respective positions as Committee Chairpersons; and (e) $10,000 for Ms. Brady and Mr. Khilnani to reflect their position served on the Executive Search Committee. Mmes. Brady and Corwin deferred all of their annual retainer fee into the MSPP. Mr. Hindman deferred twenty-five percent of his annual retainer fee into the MSPP.
|
(2)
|
This column represents the grant-date fair value of stock granted during the year. The fair value of stock is calculated using the closing price of Gibraltar Industries, Inc. common stock on the date of grant.
|
Name
|
Restricted Shares (1)
|
Deferred Share Units (2)
|
Restricted Stock Units (
“
RSUs
”
) (3)
|
Aggregate Number of Stock Awards Outstanding
|
|||||
Mark G. Barberio
|
—
|
|
1,099
|
|
—
|
|
1,099
|
|
|
Sharon M. Brady
|
—
|
|
6,536
|
|
6,654
|
|
13,190
|
|
|
Craig A. Hindman
|
—
|
|
6,536
|
|
9,840
|
|
16,376
|
|
|
Vinod M. Khilnani
|
—
|
|
—
|
|
7,023
|
|
7,023
|
|
|
William P. Montague
|
2,000
|
|
6,536
|
|
29,931
|
|
38,467
|
|
|
James B. Nish
|
—
|
|
6,536
|
|
4,440
|
|
10,976
|
|
(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 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.
|
•
|
Provide competitive total pay opportunities relative to an appropriate peer group;
|
•
|
Drive high performance through the use of programs that support and reward desired business results;
|
•
|
Reinforce commitment to operational excellence, quality, safety, innovation, and the environment; and
|
•
|
Manage compensation program costs and risks while providing for flexibility to vary costs in changing business environments.
|
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS DEFINITIVE PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC IN PROPOSAL 2.
|
•
|
Achieved continued margin improvement from 80/20 simplification initiatives;
|
•
|
Recovered material costs inflation in a volatile environment caused by the steel and aluminum tariffs announced in early 2018. By fairly allocating price increases by market and by segment, we recovered costs while ensuring that our customers remain competitive;
|
•
|
Increased the percentage of higher-margin patented products, achieving organic growth through the commercialization of our perimeter security and solar tracker solutions;
|
•
|
Further refined our portfolio to limit our downside risk and take advantage of rising tides in the renewable energy and conservation segments;
|
•
|
Completed the acquisition of a business with complementary product offerings in our renewable energy and conservation segment; and
|
•
|
Positioned us for the next step in our transformation by being able to reduce our debt and transition to our new CEO in 2019 with proven expertise in achieving organic and merger & acquisition growth.
|
What We Do
|
What We Don’t Do
|
Deliver a significant portion of executive compensation in the form of at-risk, performance-based compensation
|
Have single-trigger change-in-control agreements
|
Set performance goals for stock-based incentives on ROIC based on stockholder recommendations
|
Provide change-in-control cash benefits greater than 275% of cash compensation
|
Limit the maximum payout that can be received in our annual cash incentive plan to 150% of target
|
Maintain a supplemental executive retirement plan
|
Reward our executives with performance-based compensation awards linked to relative total stockholder return
|
Allow our directors and employees to enter into hedging and pledging transactions with Gibraltar stock
|
Require our directors and executive officers to satisfy stock ownership guidelines
|
Provide excise tax gross-ups upon a change in control
|
Engage in a rigorous target-setting process and use multiple performance metrics for the annual cash incentive plan
|
Provide excise tax gross-ups on executive benefits and perquisites
|
Maintain a Clawback Provision that applies to all employees
|
Discount, reload or re-price of stock options without stockholder approval
|
Limited use of executive benefits and perquisites
|
|
Mitigate undue risk in compensation program
|
|
•
|
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.
|
i.
|
Adjusted earnings per share;
|
ii.
|
Adjusted operating margin;
|
iii.
|
Days of working capital; and
|
iv.
|
Achievement of strategic objectives.
|
Name
|
Fixed Compensation
|
Performance Based Compensation
|
|
|
||||||||||||||||||||||||||||||
Salary (1)
|
RSU Awards (2)
|
All Other (1)
|
MICP
|
PSUs and Stock Options
|
Deferred
Compensation
|
Total Compensation
|
|
|||||||||||||||||||||||||||
Target (3)
|
Realized (1)
|
Target (1)
|
Realized (4)
|
Target (5)
|
Realized (5)
|
Target
|
Realized
|
% of Target
|
||||||||||||||||||||||||||
Frank G. Heard
|
$
|
800,000
|
|
$
|
1,400,000
|
|
$
|
36,605
|
|
$
|
880,000
|
|
$
|
514,536
|
|
$
|
1,600,000
|
|
$
|
1,519,993
|
|
$
|
760,000
|
|
$
|
533,188
|
|
$
|
5,476,605
|
|
$
|
4,804,322
|
|
88%
|
Timothy F. Murphy
|
$
|
387,519
|
|
$
|
175,488
|
|
$
|
38,559
|
|
$
|
234,000
|
|
$
|
185,960
|
|
$
|
389,995
|
|
$
|
370,485
|
|
$
|
223,940
|
|
$
|
177,769
|
|
$
|
1,449,501
|
|
$
|
1,335,780
|
|
92%
|
Cherri L. Syvrud
|
$
|
266,692
|
|
$
|
67,500
|
|
$
|
27,719
|
|
$
|
94,500
|
|
$
|
74,041
|
|
$
|
270,002
|
|
$
|
256,495
|
|
$
|
104,212
|
|
$
|
34,348
|
|
$
|
830,625
|
|
$
|
726,795
|
|
87%
|
Jeffrey J. Watorek
|
$
|
208,346
|
|
$
|
21,011
|
|
$
|
22,539
|
|
$
|
52,500
|
|
$
|
42,037
|
|
$
|
125,996
|
|
$
|
119,693
|
|
$
|
65,418
|
|
$
|
—
|
|
$
|
495,810
|
|
$
|
413,626
|
|
83%
|
(1)
|
Amounts correspond to those set forth in the Summary Compensation Table.
|
(2)
|
RSU awards related to the grant date fair value of RSUs issued under the annual LTIP program. These amounts equal the value of restricted stock units from the Summary Compensation Table.
|
(3)
|
Equal to the target annual incentive compensation calculated for each NEO based upon a percentage of their salaries.
|
(4)
|
Equal to the actual number of PSU shares earned based on performance of the Company times the stock price as of March 1, 2018 which equaled $1,519,993, $370,485, $256,495, and $119,693 for Mr. Heard, Mr. Murphy, Ms. Syvrud, and Mr. Watorek, respectively.
|
(5)
|
The deferred compensation target equals the company-match shares that would be credited to their MSPP accounts if each NEO deferred all eligible amounts under the MSPP and the MICP was at target. The realized amount equals the value of the company-match shares added to each NEO’s MSPP account during 2018.
|
|
Percentage of Salary
|
|
Position
|
Annual Incentive Compensation (MICP)
|
Long-term Equity Compensation (LTIP)
|
Chief Executive Officer
|
110%
|
375%
|
Chief Financial Officer
|
60%
|
145%
|
Senior Vice President
|
35%
|
125%
|
Vice President
|
25%
|
70%
|
•
|
Base Salary
|
•
|
Annual Management Incentive Compensation Plan (MICP)
|
•
|
Equity-based Incentive Compensation (Omnibus Plan)
|
•
|
Long-term Incentive Compensation Plan (LTIP)
|
•
|
Restricted Stock Units (RSUs)
|
•
|
Performance Stock Units (PSUs)
|
•
|
Non-qualified Deferred Compensation Plan (MSPP)
|
•
|
Retirement Plans
|
•
|
Perquisites and Other Benefits
|
•
|
Change in Control Benefits
|
•
|
Generally Available Benefit Programs
|
|
Adjusted
EPS
|
Adjusted
OM
|
DWC
|
|||
Level of Achievement
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
Threshold
|
$1.88
|
$1.67
|
10.1%
|
10.0%
|
50
|
53
|
80% Achievement
|
$2.08
|
$1.85
|
10.5%
|
10.5%
|
47
|
50
|
100% Achievement
|
$2.35
|
$2.00
|
11.0%
|
11.0%
|
46
|
49
|
150% Achievement
|
$2.50
|
$2.30
|
12.0%
|
12.0%
|
44
|
48
|
|
|
|
|
|
|
|
Actual
|
$2.14
|
$1.71
|
10.1%
|
10.1%
|
52
|
46
|
Name
|
Targeted Annual Incentive Compensation as a
Percentage of Base Salary
|
|
Potential Payout At
|
||||||||||
Base Salary
|
Threshold
|
Target
|
Maximum
|
||||||||||
Frank G. Heard
|
110%
|
$
|
800,000
|
|
$
|
470,800
|
|
$
|
880,000
|
|
$
|
1,320,000
|
|
Timothy F. Murphy
|
60%
|
$
|
390,000
|
|
$
|
125,190
|
|
$
|
234,000
|
|
$
|
351,000
|
|
Cherri L. Syvrud
|
35%
|
$
|
270,000
|
|
$
|
50,558
|
|
$
|
94,500
|
|
$
|
141,750
|
|
Jeffrey J. Watorek
|
25%
|
$
|
210,000
|
|
$
|
28,088
|
|
$
|
52,500
|
|
$
|
78,750
|
|
|
Adjusted
EPS
|
|
Adjusted
OM
|
|
DWC
|
||||||
Income from operations as reported
|
|
|
$
|
93,968
|
|
|
|
||||
|
|
|
|
|
|
||||||
Net income from continuing operations as reported
|
$
|
63,809
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||||
Restructuring costs, after tax
|
4,663
|
|
|
6,371
|
|
|
|
||||
Senior leadership transition, after tax
|
698
|
|
|
592
|
|
|
|
||||
Acquisition related costs, after tax
|
376
|
|
|
497
|
|
|
|
||||
Tax reform
|
225
|
|
|
—
|
|
|
|
||||
Adjusted operating income
|
|
|
$
|
101,428
|
|
|
|
||||
|
|
|
|
|
|
||||||
Adjusted net income
|
$
|
69,771
|
|
|
|
|
|
||||
Weighted average shares outstanding - diluted
|
32,534
|
|
|
|
|
|
|||||
|
|
|
|
|
|
||||||
Net sales as reported
|
|
|
$
|
1,002,372
|
|
|
|
||||
|
|
|
|
|
|
||||||
Average net working capital (1)
|
|
|
|
|
$
|
143,977
|
|
||||
Average daily sales
|
|
|
|
|
$
|
2,784
|
|
||||
|
|
|
|
|
|
||||||
Actual results
|
$
|
2.14
|
|
|
10.1
|
%
|
|
52
|
|
||
MICP targets
|
$
|
2.35
|
|
|
11.0
|
%
|
|
46
|
|
||
Maximum payout target
|
$
|
2.50
|
|
|
12.0
|
%
|
|
44
|
|
||
Payout factor (2)
|
84.4
|
%
|
|
34.0
|
%
|
|
—
|
%
|
|||
Weighting
|
50.0
|
%
|
|
12.5
|
%
|
|
12.5
|
%
|
|||
MICP payout percentage
|
42.2
|
%
|
|
4.3
|
%
|
|
—
|
%
|
(1)
|
Average net working capital was based on the 13-month average of accounts receivable and inventory less accounts payable for each month end between December 31, 2017 and December 31, 2018.
|
(2)
|
Since the actual results for Adjusted EPS outperformed the Adjusted EPS 80% target, the payout factor was calculated by prorating the over-performance compared to the 80% achievement and the 100% achievement payout factor on a straight-line basis from 80% to 100%. Further, the payout factor for Adjusted OM was calculated by comparing the difference between actual results and the minimum threshold to the difference between the target and the minimum threshold. In addition, since the DWC actual result was greater than the minimum threshold payout target for the DWC performance goal, the payout factor was determined to be zero percent for the DWC performance goal.
|
|
Strategic Objective Payout Factor
|
Financial Objective Payout Percentages
|
|
||||
Name
|
Percentage Completion
|
Weighting
|
Payout Percentage
|
Adjusted EPS
|
Adjusted OM
|
DWC
|
Total Payout Percentage
|
Frank G. Heard
|
48.00%
|
25.00%
|
12.00%
|
42.22%
|
4.25%
|
—%
|
58.47%
|
Timothy F. Murphy
|
132.00%
|
25.00%
|
33.00%
|
42.22%
|
4.25%
|
—%
|
79.47%
|
Cherri L. Syvrud
|
127.50%
|
25.00%
|
31.88%
|
42.22%
|
4.25%
|
—%
|
78.35%
|
Jeffrey J. Watorek
|
134.25%
|
25.00%
|
33.56%
|
42.22%
|
4.25%
|
—%
|
80.03%
|
Position
|
Annual RSU Grants as a Percentage of Base Salary
|
Annual PSU Grants as a Percentage of Base Salary
|
Chief Executive Officer
|
175%
|
200%
|
Chief Financial Officer
|
45%
|
100%
|
Senior Vice President
|
25%
|
100%
|
Vice President
|
10%
|
60%
|
|
|
2018 ROIC
|
||
Net income from continuing operations as reported
|
|
$
|
63,809
|
|
Restructuring costs, after tax
|
|
4,663
|
|
|
Senior leadership transition, after tax
|
|
698
|
|
|
Acquisition related costs, after tax
|
|
376
|
|
|
Tax reform
|
|
225
|
|
|
Adjusted net income
|
|
$
|
69,771
|
|
Tax effected interest expense
|
|
9,304
|
|
|
Adjusted net income before interest
|
|
$
|
79,075
|
|
Average adjusted invested capital (1)
|
|
$
|
541,132
|
|
Return on invested capital
|
|
14.61
|
%
|
|
|
|
|
||
PSU minimum threshold
|
|
12.7
|
%
|
|
PSU target
|
|
14.7
|
%
|
|
PSU maximum limit
|
|
16.7
|
%
|
|
Payout factor (2)
|
|
95.5
|
%
|
(1)
|
Average adjusted invested capital was based on the 13-month average of total stockholders’ equity adjusted for special charges plus net debt for the period ended December 31.
|
(2)
|
The payout factor for ROIC was calculated by comparing the difference between actual results and the minimum threshold to the difference between the target and the minimum threshold.
|
|
|
Frank G. Heard
|
|
Timothy F. Murphy
|
|
Cherri L. Syvrud
|
|
Jeffrey J. Watorek
|
||||||||
Salary as of grant date
|
|
$
|
800,000
|
|
|
$
|
390,000
|
|
|
$
|
270,000
|
|
|
$
|
210,000
|
|
PSU grant as a percentage of salary
|
|
200
|
%
|
|
100
|
%
|
|
100
|
%
|
|
60
|
%
|
||||
Target compensation from PSU awards
|
|
$
|
1,600,000
|
|
|
$
|
390,000
|
|
|
$
|
270,000
|
|
|
$
|
126,000
|
|
Stock price as of grant date
|
|
$
|
33.35
|
|
|
$
|
33.35
|
|
|
$
|
33.35
|
|
|
$
|
33.35
|
|
PSUs awarded during 2018
|
|
47,976
|
|
|
11,694
|
|
|
8,096
|
|
|
3,778
|
|
||||
Percentage of PSUs earned (per above)
|
|
95.5
|
%
|
|
95.5
|
%
|
|
95.5
|
%
|
|
95.5
|
%
|
||||
PSUs earned during 2018
|
|
45,817
|
|
|
11,168
|
|
|
7,732
|
|
|
3,608
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Potential PSUs at Maximum
|
|
95,952
|
|
|
23,388
|
|
|
16,192
|
|
|
7,556
|
|
Name
|
2018 Deferred Compensation
|
RSUs Credited to MSPP for
|
|||||
Officer Deferrals
|
Company Match
|
||||||
Frank G. Heard
|
$
|
777,584
|
|
23,243
|
|
16,102
|
|
Timothy F. Murphy
|
$
|
269,320
|
|
7,927
|
|
5,301
|
|
Cherri L. Syvrud
|
$
|
34,348
|
|
1,066
|
|
1,066
|
|
Jeffrey J. Watorek
|
$
|
—
|
|
—
|
|
—
|
|
•
|
The term of Mr. Heard’s employment will continue until terminated by the Company or upon his retirement from the Company;
|
•
|
Establishment of Mr. Heard’s annual base salary which may be adjusted from time to time, by the Compensation Committee;
|
•
|
Mr. Heard will be eligible to receive an annual bonus under the MICP and long-term incentive compensation as determined under the LTIP;
|
•
|
Mr. Heard will be entitled to participate in all other employee benefit plans and programs in effect for salaried employees employed at the Company’s headquarters; and
|
•
|
Upon a termination of Mr. Heard’s employment by the Company, without cause, or by Mr. Heard for good reason, Mr. Heard will be entitled to a severance benefit in an amount equal to 1.75 times his base salary.
|
|
|
|
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF GIBRALTAR INDUSTRIES, INC.
|
|
|
|
Sharon M. Brady
|
|
Craig A. Hindman
|
|
Vinod M. Khilnani
|
|
William P. Montague
|
|
|
|
Stock Awards
|
|
|
|
|
||||||||||||||||||
|
|
|
Restricted
Stock
Unit
Awards
|
Non-qualified Stock Options
|
Performance
Stock
Unit
Awards
|
Non-Equity
Incentive
Plan
Compensation
|
Change in Pension Value and Nonqualified
Deferred
Compensation
Earnings
|
All Other
Compensation
|
|
||||||||||||||||
Name
|
Year
|
Salary (3)
|
(4)
|
(5)
|
(6)
|
(7)
|
(8)
|
(9)
|
Total
|
||||||||||||||||
Frank G. Heard
|
2018
|
$
|
800,000
|
|
$
|
1,400,000
|
|
$
|
—
|
|
$
|
1,600,000
|
|
$
|
514,536
|
|
$
|
533,188
|
|
$
|
36,605
|
|
$
|
4,884,329
|
|
|
2017
|
$
|
793,070
|
|
$
|
1,581,011
|
|
$
|
260,982
|
|
$
|
2,166,806
|
|
$
|
577,584
|
|
$
|
819,049
|
|
$
|
22,865
|
|
$
|
6,221,367
|
|
|
2016
|
$
|
715,135
|
|
$
|
393,254
|
|
$
|
—
|
|
$
|
679,246
|
|
$
|
959,888
|
|
$
|
854,375
|
|
$
|
42,394
|
|
$
|
3,644,292
|
|
Timothy F. Murphy (1)
|
2018
|
$
|
387,519
|
|
$
|
175,488
|
|
$
|
—
|
|
$
|
389,995
|
|
$
|
185,960
|
|
$
|
177,770
|
|
$
|
38,559
|
|
$
|
1,355,291
|
|
|
2017
|
$
|
344,137
|
|
$
|
328,992
|
|
$
|
60,305
|
|
$
|
408,946
|
|
$
|
172,440
|
|
$
|
61,313
|
|
$
|
27,742
|
|
$
|
1,403,875
|
|
|
2016
|
$
|
240,673
|
|
$
|
84,359
|
|
$
|
—
|
|
$
|
143,991
|
|
$
|
81,750
|
|
$
|
57,656
|
|
$
|
40,460
|
|
$
|
648,889
|
|
Cherri L. Syvrud (2)
|
2018
|
$
|
266,692
|
|
$
|
67,500
|
|
$
|
—
|
|
$
|
270,002
|
|
$
|
74,041
|
|
$
|
34,348
|
|
$
|
27,713
|
|
$
|
740,296
|
|
|
2017
|
$
|
248,384
|
|
$
|
148,609
|
|
$
|
—
|
|
$
|
187,483
|
|
$
|
68,696
|
|
$
|
42,451
|
|
$
|
31,169
|
|
$
|
726,792
|
|
|
2016
|
$
|
168,750
|
|
$
|
56,251
|
|
$
|
—
|
|
$
|
112,469
|
|
$
|
84,902
|
|
$
|
—
|
|
$
|
75,177
|
|
$
|
497,549
|
|
Jeffrey J. Watorek (1)
|
2018
|
$
|
208,346
|
|
$
|
21,011
|
|
$
|
—
|
|
$
|
125,996
|
|
$
|
42,037
|
|
$
|
—
|
|
$
|
22,539
|
|
$
|
419,929
|
|
|
2017
|
$
|
186,725
|
|
$
|
98,012
|
|
$
|
—
|
|
$
|
40,015
|
|
$
|
30,956
|
|
$
|
—
|
|
$
|
16,996
|
|
$
|
372,704
|
|
(1)
|
Mr. Murphy was appointed as Senior Vice President and Chief Financial Officer in April 1, 2017. Mr. Murphy resigned from his position as Vice President, Treasurer and Secretary of the Company effective April 1, 2017. Mr. Watorek was appointed as an executive officer and Vice President, Secretary and Treasurer of the Company on April 1, 2017.
|
(2)
|
Ms. Syvrud was hired as Senior Vice President of Human Resources and Organization Development on April 4, 2016, and appointed an executive officer of the Company on May 5, 2016.
|
(3)
|
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 2018.
|
(4)
|
This column represents the grant date fair value of restricted stock units granted that year. Fair value was calculated using the closing price of Gibraltar Industries, Inc. common stock on the date of grant. The 2018 RSU awards related to the grant date fair value of RSUs issued under the annual LTIP program.
|
(5)
|
This column represents the grant date fair value of non-qualified stock options granted that year. Fair value was calculated using a Black-Scholes valuation model.
|
(6)
|
This column represents the grant date fair value of PSUs and TSR PSUs granted during the year. For the 2018 PSUs awarded under the annual LTIP program 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, 2018.
|
Name
|
PSUs
Awarded
|
PSU Payout
Percentage
|
PSUs
Earned
|
Stock Price
|
Fair Value of
Compensation
Realized in 2018
|
||||||
Frank G. Heard
|
47,976
|
|
95.5%
|
45,817
|
|
$
|
35.59
|
|
$
|
1,630,627
|
|
Timothy F. Murphy
|
11,694
|
|
95.5%
|
11,168
|
|
$
|
35.59
|
|
$
|
397,469
|
|
Cherri L. Syvrud
|
8,096
|
|
95.5%
|
7,732
|
|
$
|
35.59
|
|
$
|
275,182
|
|
Jeffrey J. Watorek
|
3,778
|
|
95.5%
|
3,608
|
|
$
|
35.59
|
|
$
|
128,409
|
|
(7)
|
This column represents the amounts earned under the Management Incentive Compensation Plan for the respective years.
|
(8)
|
This column represents the Company contributions to the non-qualified deferred compensation plans for each of the named executives, which is included in the Non-qualified Deferred Compensation Table.
|
(9)
|
This column represents the following 2018 other compensation:
|
Other Compensation
|
Frank G. Heard
|
Timothy F. Murphy
|
Cherri L. Syvrud
|
Jeffrey J. Watorek
|
||||||||
401(k) match
|
$
|
11,000
|
|
$
|
11,000
|
|
$
|
11,000
|
|
$
|
9,581
|
|
Tax planning
|
7,500
|
|
—
|
|
—
|
|
—
|
|
||||
Pay in lieu of time off (A)
|
6,187
|
|
14,423
|
|
3,856
|
|
577
|
|
||||
Club dues
|
5,581
|
|
—
|
|
—
|
|
—
|
|
||||
Personal use of Company autos
|
5,148
|
|
9,128
|
|
7,925
|
|
11,688
|
|
||||
Healthcare benefits
|
1,189
|
|
4,008
|
|
4,932
|
|
693
|
|
||||
Total
|
$
|
36,605
|
|
$
|
38,559
|
|
$
|
27,713
|
|
$
|
22,539
|
|
(A)
|
Amount represents vacation earned in 2017 that was paid in 2018. This benefit was eliminated in 2018.
|
Name
|
Grant Date
|
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
|
Estimated Future Payouts
Under Equity
Incentive Plan Awards
|
All Other
Stock
Awards:
Number
of Shares
of Stock Or Units
(#)
|
All Other
Option
Awards:
Number of
Securities
Underlying Options
(#)
|
Exercise
or Base
Price of
Option Awards
($/Sh)
|
|||||||||||||||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||||||||||||||||
Frank G. Heard
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
MICP (1)
|
$
|
470,800
|
|
$
|
880,000
|
|
$
|
1,320,000
|
|
|
|
|
—
|
|
—
|
|
$
|
—
|
|
|||
|
Mar. 1, 2018 (2)
|
|
|
|
|
|
|
41,979
|
|
—
|
|
$
|
—
|
|
|||||||||
|
Mar. 1, 2018 (3)
|
|
|
|
—
|
|
47,976
|
|
95,952
|
|
—
|
|
—
|
|
$
|
—
|
|
||||||
|
Mar. 2, 2018 (4)
|
|
|
|
|
|
|
31,361
|
|
—
|
|
$
|
—
|
|
|||||||||
|
Mar. 31, 2018 (4)
|
|
|
|
|
|
|
1,994
|
|
—
|
|
$
|
—
|
|
|||||||||
|
Jun. 30, 2018 (4)
|
|
|
|
|
|
|
2,175
|
|
—
|
|
$
|
—
|
|
|||||||||
|
Sep. 30, 2018 (4)
|
|
|
|
|
|
|
1,601
|
|
—
|
|
$
|
—
|
|
|||||||||
|
Dec. 31, 2018 (4)
|
|
|
|
|
|
|
2,214
|
|
—
|
|
$
|
—
|
|
|||||||||
Timothy F. Murphy
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
MICP (1)
|
$
|
125,190
|
|
$
|
234,000
|
|
$
|
351,000
|
|
|
|
|
—
|
|
—
|
|
$
|
—
|
|
|||
|
Mar. 1, 2018 (2)
|
|
|
|
|
|
|
5,262
|
|
—
|
|
$
|
—
|
|
|||||||||
|
Mar. 1, 2018 (3)
|
|
|
|
—
|
|
11,694
|
|
23,388
|
|
—
|
|
—
|
|
$
|
—
|
|
||||||
|
Mar. 2, 2018 (4)
|
|
|
|
|
|
|
9,363
|
|
—
|
|
$
|
—
|
|
|||||||||
|
Mar. 31, 2018 (4)
|
|
|
|
|
|
|
945
|
|
—
|
|
$
|
—
|
|
|||||||||
|
Jun. 30, 2018 (4)
|
|
|
|
|
|
|
1,060
|
|
—
|
|
$
|
—
|
|
|||||||||
|
Sep. 30, 2018 (4)
|
|
|
|
|
|
|
780
|
|
—
|
|
$
|
—
|
|
|||||||||
|
Dec. 31, 2018 (4)
|
|
|
|
|
|
|
1,080
|
|
—
|
|
$
|
—
|
|
|||||||||
Cherri L. Syvrud
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
MICP (1)
|
$
|
50,558
|
|
$
|
94,500
|
|
$
|
141,750
|
|
|
|
|
—
|
|
—
|
|
$
|
—
|
|
|||
|
Mar. 1, 2018 (2)
|
|
|
|
|
|
|
2,024
|
|
—
|
|
$
|
—
|
|
|||||||||
|
Mar. 1, 2018 (3)
|
|
|
|
—
|
|
8,096
|
|
16,192
|
|
—
|
|
—
|
|
$
|
—
|
|
||||||
|
Mar. 2, 2018 (4)
|
|
|
|
|
|
|
2,131
|
|
—
|
|
$
|
—
|
|
|||||||||
Jeffrey J. Watorek
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
MICP (1)
|
$
|
28,088
|
|
$
|
52,500
|
|
$
|
78,750
|
|
|
|
|
—
|
|
—
|
|
$
|
—
|
|
|||
|
Mar. 1, 2018 (2)
|
|
|
|
|
|
|
630
|
|
—
|
|
$
|
—
|
|
|||||||||
|
Mar. 1, 2018 (3)
|
|
|
|
—
|
|
3,778
|
|
7,556
|
|
—
|
|
—
|
|
$
|
—
|
|
(1)
|
Estimated future payouts represent the amount that was payable under the annual Management Incentive Compensation Plan (“MICP”) for performance in 2018. The maximum payment under this plan is limited to 150% of target.
|
(2)
|
Consists of restricted stock units issued under the Company’s Long-term Incentive Plan that convert to shares upon vesting.
|
(3)
|
Consists of performance stock units issued under the Company’s Long-term Incentive Plan that convert to shares upon vesting.
|
(4)
|
Consists of restricted stock units issued under the Management Stock Purchase Plan (“MSPP”). Of the restricted stock units issued in 2018, 23,243, 7,927, and 1,066 units issued to Messrs. Heard, Murphy, and Ms. Syvrud, respectively, represent units purchased through deferral of bonus and salary and 16,102, 5,301, and 1,065 units issued to Messrs. Heard, Murphy, Smith, and Ms. Syvrud, respectively, represent the Company’s match. These restricted stock units convert into a hypothetical cash account upon vesting, which occurs upon both the attainment of age sixty (60) and termination of employment. If employment is terminated prior to the executive officer attaining sixty (60) years of age, matching units are forfeited. Upon termination of employment the balance in the hypothetical cash account is paid out as either a lump sum, over five years, or over ten years.
|
Name
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
|
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
|
||||||||||||||
Frank G. Heard
|
25,000
|
|
—
|
|
—
|
|
$
|
25.44
|
|
12/31/2025
|
209,828
|
|
$
|
7,517,554
|
|
20,000
|
|
$
|
711,800
|
|
||
—
|
|
20,000
|
|
—
|
|
$
|
43.05
|
|
2/1/2027
|
|||||||||||||
Timothy F. Murphy
|
—
|
|
5,000
|
|
—
|
|
$
|
39.55
|
|
4/3/2027
|
58,748
|
|
$
|
2,101,393
|
|
5,000
|
|
$
|
177,950
|
|
||
Cherri L. Syvrud
|
—
|
|
—
|
|
—
|
|
$
|
—
|
|
—
|
|
20,976
|
|
$
|
751,760
|
|
—
|
|
$
|
—
|
|
|
Jeffrey J. Watorek
|
2,000
|
|
—
|
|
—
|
|
$
|
13.72
|
|
9/14/2019
|
9,038
|
|
$
|
321,662
|
|
—
|
|
$
|
—
|
|
||
2,000
|
|
—
|
|
—
|
|
$
|
8.90
|
|
9/14/2020
|
|||||||||||||
2,500
|
|
—
|
|
—
|
|
$
|
9.74
|
|
9/14/2021
|
(1)
|
a. Restricted stock units which vest as follows:
|
(2)
|
Represents 20,000 and 5,000 TSR PSUs granted to Messrs. Heard and Murphy on February 1, 2017 and April 3, 2017, respectively, and are based upon achievement of the Company’s relative total stockholder return generated over a three-year performance period ending February 1, 2020 compared to the total stockholder return of companies within the S&P SmallCap 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, 100% of the TSR PSUs will be issuable. Mr. Heard’s and Mr. Murphy’s TSR PSUs cliff vest on February 1, 2020 and April 3, 2020, respectively, and will be settled in shares of the Company’s common stock.
|
Name
|
Option Awards
|
Stock Awards
|
||||||||
Number of Shares Acquired on Exercise
|
Value Realized on Exercise
|
Number of Shares Acquired on Vesting
|
Value Realized on Vesting
|
|||||||
Frank G. Heard (1)
|
—
|
|
$
|
—
|
|
113,669
|
|
$
|
4,058,038
|
|
Timothy F. Murphy
|
—
|
|
$
|
—
|
|
1,682
|
|
$
|
57,925
|
|
Cherri L. Syvrud
|
—
|
|
$
|
—
|
|
818
|
|
$
|
31,559
|
|
Jeffrey J. Watorek
|
1,000
|
|
$
|
13,190
|
|
876
|
|
$
|
38,509
|
|
(1)
|
Consists of 60,750 units earned under the TSR PSUs granted to Mr. Heard on December 31, 2015, that had a value realized on vesting of $2,162,093. The receipt of these units was deferred to allow for the Company’s Compensation Committee to determine the ranking of the Company’s total shareholder return for the performance period as compared to the total shareholder returns for the S&P Small Cap Industrial Sector Companies. On January 30, 2019, these units were issued and converted to shares of the Company’s common stock.
|
Name
|
Executive Contributions in Last FY (1)
|
Registrant Contributions in Last FY (1) (2)
|
Aggregate Earnings (Losses) in Last FY (3)
|
Aggregate Withdrawals/ Distributions
|
Aggregate Balance at Last FYE
|
|||||||||||
Frank G. Heard
|
$
|
777,585
|
|
$
|
533,188
|
|
$
|
1,211,461
|
|
$
|
—
|
|
$
|
8,202,840
|
|
|
Timothy F. Murphy
|
$
|
269,320
|
|
$
|
177,770
|
|
$
|
259,200
|
|
$
|
—
|
|
$
|
1,810,185
|
|
(4)
|
Cherri L. Syvrud
|
$
|
34,348
|
|
$
|
34,348
|
|
$
|
26,783
|
|
$
|
—
|
|
$
|
169,131
|
|
(4)
|
Jeffrey J. Watorek
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
(1)
|
Represents the deferred amount of the annual incentive compensation award earned under the Management Incentive Compensation Plan during 2017 and salary deferrals in 2018 together with related matching contributions from the Company.
|
(2)
|
Amounts reported are included as compensation in the Summary Compensation Table above.
|
(3)
|
Represents the associated earnings on the balance of each participating executive officer’s account under the Management Stock Purchase Plan during 2018.
|
(4)
|
Amount includes $424,047 and $72,079 attributable to matching RSUs for Mr. Murphy, and Ms. Syvrud, respectively, that will vest on each of their sixtieth (60
th
) birthdays if they continue their employment through such date.
|
i.
|
Any person or group, other than an affiliate of the Company, acquires 35% or more of the common stock of our Company without approval of the Board of Directors;
|
ii.
|
There is a change in a majority of the members of the Board of Directors in any twelve-month period and the new directors were not endorsed by the majority of the old directors; or
|
iii.
|
We enter into a merger or consolidation transactions involving fifty percent or more change in ownership.
|
Source of Payment
|
Voluntary Termination
|
Voluntary Termination for Good Reason
|
Retirement
|
Termination without Cause
|
Termination for Cause
|
Death
|
Disability
|
||||||||||||||
Employment Agreement (1)
|
$
|
197,260
|
|
$
|
1,400,000
|
|
$
|
—
|
|
$
|
1,400,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
480,000
|
|
Management Stock Purchase Plan (2)
|
$
|
8,202,840
|
|
$
|
8,202,840
|
|
$
|
8,202,840
|
|
$
|
8,202,840
|
|
$
|
8,202,840
|
|
$
|
8,202,840
|
|
$
|
8,202,840
|
|
Long-term Incentive Plan (3)
|
$
|
4,456,096
|
|
$
|
9,933,397
|
|
$
|
5,741,037
|
|
$
|
9,933,397
|
|
$
|
4,456,096
|
|
$
|
9,933,397
|
|
$
|
9,933,397
|
|
Non-equity Incentive Compensation (4)
|
$
|
—
|
|
$
|
900,438
|
|
$
|
900,438
|
|
$
|
900,438
|
|
$
|
—
|
|
$
|
900,438
|
|
$
|
900,438
|
|
Total
|
$
|
12,856,196
|
|
$
|
20,436,675
|
|
$
|
14,844,315
|
|
$
|
20,436,675
|
|
$
|
12,658,936
|
|
$
|
19,036,675
|
|
$
|
19,516,675
|
|
(1)
|
The amount shown under the voluntary termination column represents 90 days of severance pay. The amount shown under the voluntary termination for good reason and the termination without cause columns represent the aggregate payments that would be made upon Mr. Heard’s termination for those reasons, equal to 175% of his salary. The amount shown under the disability column represents the current value of the annual payment provided for by Mr. Heard’s employment agreement. The disability payment of $480,000, calculated as defined in his employment agreement, is payable annually until Mr. Heard reaches 65 years of age, and is reduced by amounts he would receive from the federal and state governments and insurance, pension, or profit sharing plans maintained by the Company.
|
(2)
|
The amounts shown in this row represent the market value of restricted stock units that would vest and convert to a cash balance upon the occurrence of the events in each column. The amount is payable in accordance with his deferral election, with interest compounding at the average of quarterly ten-year treasury rates plus two percent (2%) on the undistributed balance of his deferral. Mr. Heard is over sixty (60) years old, and therefore will vest in the Company’s matching contributions upon the occurrence of the events shown in each column.
|
(3)
|
The amounts shown in this row represent the market value of non-qualified stock options, restricted stock units (“RSUs”), and performance stock units (“PSUs”) that vested or would vest upon the occurrence of the events in each column as of December 31, 2018. The actual payments of RSUs and PSUs occur six months after the event occurs and three years after grant, respectively, except for death, in which case payment is immediate.
|
(4)
|
The amounts shown in this row represent the amount earned under the Management Incentive Compensation Plan for 2018 which was deferred into the Management Stock Purchase Plan by Mr. Heard and includes the vested Company match as Mr. Heard is over sixty (60). Under the terms of Mr. Heard’s employment agreement, if Mr. Heard’s employment is terminated for cause or is a voluntary termination, Mr. Heard shall not be entitled to receive any portion of the amount earned for the year in which Mr. Heard’s employment is terminated. It is the Company’s policy to pay amounts due under the Management Incentive Compensation Plan to participants on a prorated basis when their employment is terminated without cause.
|
Source of Payment
|
Voluntary Termination
|
Retirement
|
Termination Without Cause
|
Termination for Cause
|
Death
|
Disability
|
||||||||||||
Supplemental Salary Continuation Plan (1)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
120,000
|
|
Management Stock Purchase Plan (2)
|
$
|
1,139,056
|
|
$
|
1,810,185
|
|
$
|
1,810,185
|
|
$
|
1,139,056
|
|
$
|
1,810,185
|
|
$
|
1,810,185
|
|
Long-term Incentive Plan (3)
|
$
|
432,507
|
|
$
|
1,231,930
|
|
$
|
1,816,674
|
|
$
|
432,507
|
|
$
|
2,101,394
|
|
$
|
2,101,394
|
|
Non-equity Incentive Compensation (4)
|
$
|
185,960
|
|
$
|
325,430
|
|
$
|
325,430
|
|
$
|
185,960
|
|
$
|
325,430
|
|
$
|
325,430
|
|
Total
|
$
|
1,757,523
|
|
$
|
3,367,545
|
|
$
|
3,952,289
|
|
$
|
1,757,523
|
|
$
|
4,237,009
|
|
$
|
4,357,009
|
|
(1)
|
The amount shown in the disability column represents payments Mr. Murphy would receive under the Supplemental Salary Continuation Plan. This plan, a supplement to our short-term disability coverage, covers all full-time employees in our corporate offices. Mr. Murphy qualifies for sixteen weeks of salary continuation under this plan based on years of service.
|
(2)
|
The amounts shown in this row represent the market value of restricted stock units that would vest and convert to a cash balance upon the occurrence of the events in each column. The amount is payable in accordance with his deferral election, with interest compounding at the average of quarterly ten-year treasury rates plus two percent (2%) on the undistributed balance of his deferral. Mr. Murphy is not over sixty (60) years old, and therefore under the Management Stock Purchase Plan would not vest in the Company’s matching contributions upon the occurrence of the events shown in each column except retirement (which presumes Mr. Murphy is sixty (60) years of age), termination without cause, death and disability.
|
(3)
|
The amounts shown in this row represent the market value of restricted stock units (“RSUs”) and performance stock units (“PSUs”) that vested or would vest upon the occurrence of the events in each column as of December 31, 2018. The actual payments of RSUs and PSUs occur six months after the event occurs and three years after grant, respectively, except for death, in which case payment is immediate. The amount shown in the retirement column presumes Mr. Murphy is sixty (60) years old.
|
(4)
|
The amounts shown in this row represent the amount earned under the Management Incentive Compensation Plan for 2018 which was deferred into the Management Stock Purchase Plan by Mr. Murphy and therefore the amount in the retirement column includes the Company match as we assume Mr. Murphy is over sixty (60) to calculate retirement payments. It is the Company’s policy to pay amounts due under the Management Incentive Compensation Plan to participants on a prorated basis when their employment is terminated without cause.
|
Source of Payment
|
Voluntary Termination
|
Retirement
|
Termination Without Cause
|
Termination for Cause
|
Death
|
Disability
|
||||||||||||
Supplemental Salary Continuation Plan (1)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
20,769
|
|
Management Stock Purchase Plan (2)
|
$
|
84,566
|
|
$
|
169,131
|
|
$
|
169,131
|
|
$
|
84,566
|
|
$
|
169,131
|
|
$
|
169,131
|
|
Long-term Incentive Plan (3)
|
$
|
214,138
|
|
$
|
333,365
|
|
$
|
680,581
|
|
$
|
214,138
|
|
$
|
751,761
|
|
$
|
751,761
|
|
Non-equity Incentive Compensation (4)
|
$
|
74,041
|
|
$
|
129,572
|
|
$
|
129,572
|
|
$
|
74,041
|
|
$
|
129,572
|
|
$
|
129,572
|
|
Total
|
$
|
372,745
|
|
$
|
632,068
|
|
$
|
979,284
|
|
$
|
372,745
|
|
$
|
1,050,464
|
|
$
|
1,071,233
|
|
(1)
|
The amount shown in the disability column represents payments Ms. Syvrud would receive under the Supplemental Salary Continuation Plan. This plan, a supplement to our short-term disability coverage, covers all full-time employees in our corporate offices. Ms. Syvrud qualifies for four weeks of salary continuation under this plan based on years of service.
|
(2)
|
The amounts shown in this row represent the market value of restricted stock units that would vest and convert to a cash balance upon the occurrence of the events in each column. The amount is payable in accordance with her deferral election, with interest compounding at the average of quarterly ten-year treasury rates plus two percent (2%) on the undistributed balance of his deferral. Ms. Syvrud is not over sixty (60) years old, and therefore under the Management Stock Purchase Plan would not vest in the Company’s matching contributions upon the occurrence of the events shown in each column except retirement (which presumes Ms. Syvrud is sixty (60) years of age), termination without cause, death and disability.
|
(3)
|
The amounts shown in this row represent the market value of restricted stock units (“RSUs”) and performance stock units (“PSUs”) that vested or would vest upon the occurrence of the events in each column as of December 31, 2018. The actual payments of RSUs and PSUs occur six months after the event occurs and three years after grant, respectively, except for death, in which case payment is immediate. The amount shown in the retirement column presumes Ms. Syvrud is sixty (60) years old.
|
(4)
|
The amounts shown in this row represent the amount earned under the Management Incentive Compensation Plan for 2018 which was deferred into the Management Stock Purchase Plan by Ms. Syvrud and therefore the amount in the retirement column includes the Company match as we assume Ms. Syvrud is over sixty (60) to calculate retirement payments. It is the Company’s policy to pay amounts due under the Management Incentive Compensation Plan to participants on a prorated basis when their employment is terminated without cause.
|
Source of Payment
|
Voluntary Termination
|
Retirement
|
Termination Without Cause
|
Termination for Cause
|
Death
|
Disability
|
||||||||||||
Supplemental Salary Continuation Plan (1)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
64,615
|
|
Long-term Incentive Plan (2)
|
$
|
161,745
|
|
$
|
218,689
|
|
$
|
368,844
|
|
$
|
161,745
|
|
$
|
483,408
|
|
$
|
483,408
|
|
Non-equity Incentive Compensation (3)
|
$
|
42,037
|
|
$
|
42,037
|
|
$
|
42,037
|
|
$
|
42,037
|
|
$
|
42,037
|
|
$
|
42,037
|
|
Total
|
$
|
203,782
|
|
$
|
260,726
|
|
$
|
410,881
|
|
$
|
203,782
|
|
$
|
525,445
|
|
$
|
590,060
|
|
(1)
|
The amount shown in the disability column represents payments Mr. Watorek would receive under the Supplemental Salary Continuation Plan. This plan, a supplement to our short-term disability coverage, covers all full-time employees in our corporate offices. Mr. Watorek qualifies for sixteen weeks of salary continuation under this plan based on years of service.
|
(2)
|
The amounts shown in this row represent the market value of vested stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”) that vested or would vest upon the occurrence of the events in each column as of December 31, 2018. The actual payments of RSUs and PSUs occur six months after the event occurs and three years after grant, respectively, except for death, in which case payment is immediate. The amount shown in the retirement column presumes Mr. Watorek is sixty (60) years old.
|
(3)
|
The amounts shown in this row represent the amount earned under the Management Incentive Compensation Plan for 2018. It is the Company’s policy to pay amounts due under the Management Incentive Compensation Plan to participants on a prorated basis when their employment is terminated without cause.
|
Cash Payment (1)
|
Value of MSPP RSUs
|
Value of Outstanding Options
|
Value of LTIP RSUs (2)
|
Value of LTIP PSUs (3)
|
Non-equity Incentive Compensation
|
Total
|
||||||||||||||
$
|
4,839,692
|
|
$
|
8,202,840
|
|
$
|
253,750
|
|
$
|
3,518,641
|
|
$
|
6,161,006
|
|
$
|
900,438
|
|
$
|
23,876,367
|
|
(1)
|
Represent $800,000 paid over a period of twelve months and $4,039,692 paid in one lump sum.
|
(2)
|
Represents the value of LTIP RSUs currently issued.
|
(3)
|
Represents the value of LTIP PSUs currently issued, adjusted for actual performance relative to the 2015, 2016, 2017 and 2018 performance periods.
|
Lump Sum Cash Payment
|
Value of MSPP RSUs
|
Value of Retirement RSUs
|
Value of Outstanding Options
|
Value of LTIP RSUs (1)
|
Value of LTIP PSUs (2)
|
Non-equity Incentive Compensation
|
Total
|
||||||||||||||||
$
|
1,151,920
|
|
$
|
1,810,185
|
|
$
|
605,030
|
|
$
|
—
|
|
$
|
591,400
|
|
$
|
904,964
|
|
$
|
325,430
|
|
$
|
5,388,929
|
|
(1)
|
Represents the value of LTIP RSUs currently issued.
|
(2)
|
Represents the value of LTIP PSUs currently issued, adjusted for actual performance relative to the 2016, 2017, and 2018 performance periods.
|
Lump Sum Cash Payment
|
Value of MSPP RSUs
|
Value of LTIP RSUs (1)
|
Value of LTIP PSUs (2)
|
Non-equity Incentive Compensation
|
Total
|
||||||||||||
$
|
—
|
|
$
|
169,131
|
|
$
|
214,394
|
|
$
|
537,367
|
|
$
|
129,572
|
|
$
|
1,050,464
|
|
(1)
|
Represents the value of LTIP RSUs currently issued.
|
(2)
|
Represents the value of LTIP PSUs currently issued, adjusted for actual performance relative to the 2016, 2017 and 2018 performance periods.
|
Lump Sum Cash Payment
|
Value of Outstanding Options
|
Value of LTIP RSUs (1)
|
Value of LTIP PSUs (2)
|
Non-equity Incentive Compensation
|
Total
|
||||||||||||
$
|
—
|
|
$
|
161,745
|
|
$
|
170,939
|
|
$
|
150,724
|
|
$
|
42,037
|
|
$
|
525,445
|
|
(1)
|
Represents the value of LTIP RSUs currently issued.
|
(2)
|
Represents the value of LTIP PSUs currently issued, adjusted for actual performance relative to the 2017 and 2018 performance periods.
|
Name and Address
|
Number of Shares and Nature of Beneficial Ownership (1)
|
Percent of Class
|
BlackRock, Inc. (2)
55 East 52nd Street New York, NY 10055 |
4,740,593
|
14.8
|
Franklin Mutual Advisers, LLC (3)
101 John F. Kennedy Parkway
Short Hills, NJ 07078
|
3,107,120
|
9.7
|
T. Rowe Price Associates, Inc. (4)
100 E. Pratt Street Baltimore, MD 21202 |
2,372,559
|
7.3
|
Dimensional Fund Advisors LP (5)
Building One 6300 Bee Cave Road Austin, TX 78746 |
2,339,829
|
7.3
|
The Vanguard Group (6)
100 Vanguard Blvd. Malvern, PA 19355 |
1,930,592
|
6.0
|
FMR, LLC (7)
245 Summer Street
Boston, MA 02210
|
1,868,567
|
5.8
|
Barrow, Hanley, Mewhinney & Strauss, LLC (8)
2200 Ross Avenue, 31st Floor
Dallas, TX 75201
|
1,681,443
|
5.2
|
(1)
|
Unless otherwise indicated in the footnotes each of the stockholders named in this table has the sole voting and investment power with respect to the shares shown as beneficially owned by such stockholder, except to the extent that authority is shared by spouses under applicable law.
|
(2)
|
Based on information set forth in a statement on Schedule 13G filed with the SEC reflecting information as of December 31, 2018 available on NASDAQ.com, filed on January 28, 2019 by BlackRock, Inc. Number of shares disclosed above includes 200,877 shares over which BlackRock, Inc. does not have the sole voting power.
|
(3)
|
Based on information set forth in a statement on Schedule 13G filed with the SEC reflecting information as of December 31, 2018 and available on NASDAQ.com, filed on January 30, 2019 by Franklin Mutual Advisers, LLC. Number of shares disclosed above includes 230,222 shares over which Franklin Mutual Advisers, LLC does not have the sole voting power.
|
(4)
|
Based on information set forth in a statement on Schedule 13G filed with the SEC reflecting information as of December 31, 2018 and available on NASDAQ.com, filed on February 14, 2019 by T. Rowe Price Associates, Inc. Number of shares disclosed above includes 1,955,643 shares over which T. Rowe Price Associates, Inc. does not have the sole voting power.
|
(5)
|
Based on information set forth in a statement on Schedule 13G filed with the SEC reflecting information as of December 31, 2018 and available on NASDAQ.com, filed on February 8, 2019 by Dimensional Fund Advisors LP. Number of shares disclosed above includes 75,367 shares over which Dimensional Fund Advisors LP does not have the sole voting power.
|
(6)
|
Based on information set forth in a statement on Schedule 13G filed with the SEC reflecting information as of December 31, 2018 and available on NASDAQ.com, filed on February 11, 2019 by The Vanguard Group. Number of shares disclosed above includes 1,900,019 shares over which The Vanguard Group does not have the sole voting power.
|
(7)
|
Based on information set forth in a statement on Schedule 13G filed with the SEC reflecting information as of December 31, 2018 available on NASDAQ.com, filed on February 13, 2019 by FMR, LLC. Number of shares disclosed above includes 889,485 shares over which FMR, LLC does not have the sole voting power.
|
(8)
|
Based on information set forth in a statement on Schedule 13G filed with the SEC reflecting information as of December 31, 2018 available on NASDAQ.com, filed on February 12, 2019 by Barrow, Hanley, Mewhinney & Strauss, LLC. Number of shares disclosed above includes 509,741 shares over which Barrow, Hanley, Mewhinney & Strauss, LLC does not have the sole voting power.
|
Name and Address (1)
|
Number of Shares and
Nature of Beneficial Ownership (2)
|
Percent of Class
|
||
Frank G. Heard (3)
|
125,518
|
|
*
|
|
William P. Montague (4)
|
38,774
|
|
*
|
|
Timothy F. Murphy (5)
|
13,752
|
|
*
|
|
Vinod M. Khilnani (6)
|
10,001
|
|
*
|
|
Jeffrey J. Watorek (7)
|
8,990
|
|
*
|
|
Craig A. Hindman (8)
|
3,465
|
|
*
|
|
Cherri L. Syvrud (9)
|
1,583
|
|
*
|
|
Sharon M. Brady (10)
|
1,322
|
|
*
|
|
William T. Bosway (11)
|
—
|
|
*
|
|
Mark G. Barberio (12)
|
—
|
|
*
|
|
James B. Nish (13)
|
—
|
|
*
|
|
All Directors and Executive Officers as a Group
|
203,405
|
|
0.6
|
*
|
Less than 1%.
|
(1)
|
The address of each executive officer and director is 3556 Lake Shore Road, PO Box 2028, Buffalo, New York 14219.
|
(2)
|
Unless otherwise indicated in the footnotes each of the stockholders named in this table has the sole voting and investment power with respect to the shares shown as beneficially owned by such stockholder, except to the extent that authority is shared by spouses under applicable law.
|
(3)
|
Consists of 100,518 shares of common stock registered in the name of the reporting person and 25,000 shares of common stock issuable under currently exercisable options pursuant to our 2015 Equity Incentive Plan.
|
(4)
|
Consists of 38,774 shares of common stock registered in the name of the reporting person, including 2,000 restricted shares with respect to which Mr. Montague exercises voting power but does not currently have dispositive power.
|
(5)
|
Consists of 13,083 shares of common stock registered in the name of the reporting person and 669 shares that Mr. Murphy has the right to acquire beneficial ownership of such shares within sixty days.
|
(6)
|
Consists of 10,001 shares of common stock registered in the name of the reporting person.
|
(7)
|
Consist of 4,500 shares of common stock issuable under currently exercisable options pursuant to our 2005 Equity Incentive Plan; 4,029 shares of common stock registered in the name of the reporting person; 127 shares that Mr. Watorek has the right to acquire beneficial ownership of such shares within sixty days; and 334 shares of common stock allocated to Mr. Watorek’s account in the Gibraltar 401(k) Plan.
|
(8)
|
Consists of 3,465 shares of common stock registered in the name of the reporting person.
|
(9)
|
Consists of 1,362 shares of common stock registered in the name of the reporting person and 221 shares of common stock allocated to Ms. Syvrud’s account in the Gibraltar 401(k) Plan.
|
(10)
|
Consists of 1,322 shares of common stock registered in the name of the reporting person.
|
(11)
|
No shares of common stock registered in the name of the reporting person. Upon the commencement of Mr. Bosway’s employment as President and Chief Executive Officer on January 2, 2019, Mr. Bosway was granted 28,027 restricted stock units that one-third of the total units awarded are payable solely in share of common stock of the Company on January 2, 2020, and on each January 2nd thereafter through January 2, 2022.
|
(12)
|
No shares of common stock registered in the name of the reporting person.
|
(13)
|
No shares of common stock registered in the name of the reporting person.
|
Plan Category
|
Number of Securities to be Issued Upon Exercise of Outstanding Options
|
Weighted-Average Exercise Price of Outstanding Options
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (1)
|
||
Equity Compensation Plans Approved by Security Holders
|
159,759
|
$
|
17.70
|
|
1,079,131
|
(1)
|
Consists of the Gibraltar Industries, Inc. 2018 Equity Incentive Plan, the 2016 Stock Plan for Non-Employee Directors and the 2015 Equity Incentive Plan (“the Plans”). Note 12 of the Company’s audited consolidated financial statements included in Item 8 of the Annual Report on Form 10-K provides additional information regarding the Plans and securities issuable upon exercise of options. All currently effective equity compensation plans have been approved by the Company’s shareholders.
|
THE AUDIT COMMITTEE RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM IN PROPOSAL 3.
|
Types of Fees
|
2018
|
2017
|
|||||
Audit fees
|
$
|
1,409,044
|
|
$
|
1,247,610
|
|
|
Audit-related fees
|
289,500
|
|
—
|
|
|||
Tax fees
|
4,102
|
|
62,060
|
|
|||
All other fees
|
3,915
|
|
2,170
|
|
|||
Total
|
$
|
1,706,561
|
|
$
|
1,311,840
|
|
1 Year Gibraltar Industries Chart |
1 Month Gibraltar Industries Chart |
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