GIBRALTAR INDUSTRIES INC (ROCK)
Sector: Industrials
2026 Annual Meeting Analysis
GIBRALTAR INDUSTRIES INC · Meeting: May 7, 2026
Directors FOR
1
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Barberio has served since 2018 and his full tenure overlaps the underperformance period; ROCK's stock has fallen roughly 18% over three years while the company's own peer group gained about 2%, a gap of 20.5 percentage points that triggers a vote against under policy, and the five-year record is even worse (ROCK down 57% vs peers down 9%), so the 5-year mitigant does not apply.
Bosway has served as CEO and director since January 2019, giving him full overlap with both the 3-year and 5-year underperformance periods; ROCK's stock is down roughly 18% over three years while peers gained about 2% (a 20.5-percentage-point gap), and the five-year picture is worse still, so neither the 24-month exemption nor the 5-year mitigant applies, and the TSR trigger fires independently of the Say on Pay vote.
Mizell joined in February 2021, giving her more than 24 months of tenure and meaningful overlap with the full 3-year underperformance period; the 20.5-percentage-point gap versus peers exceeds the 20-point trigger threshold, and the five-year record (ROCK down 57% vs peers down 9%) confirms the underperformance is not a recent blip, so the 5-year mitigant does not rescue the vote.
Myers has served since February 2020, so her tenure fully overlaps the 3-year and 5-year measurement windows; the stock has trailed the company's own peer group by more than 20 percentage points over three years, and the five-year shortfall is even larger, so the 5-year mitigant does not apply.
Nish has been a director since July 2015 and has the longest tenure on the board, giving him full overlap with both measurement windows; the peer group gap of 20.5 percentage points over three years triggers the policy threshold, and the five-year record (ROCK -57% vs peers -9%) confirms sustained underperformance with no mitigating 5-year track record.
Pope has served since February 2020 and as Lead Independent Director since January 2022, giving her full exposure to both the 3-year and 5-year underperformance periods; the stock has lagged the company's own peer group by over 20 percentage points in the recent period and by nearly 48 percentage points over five years, so no mitigant applies.
Shah joined in February 2021, so he has served for more than 24 months and his tenure substantially overlaps the 3-year underperformance window; ROCK's stock trailed peers by 20.5 percentage points over three years and by 48 points over five years, meaning the underperformance is sustained rather than transient and the 5-year mitigant does not apply.
For Analysis
Metcalf joined the board in October 2024, which is less than 24 months before the meeting date, so he is exempt from the TSR underperformance trigger under policy; no other disqualifying flags were identified.
Seven of eight nominees warrant an AGAINST vote because ROCK's stock has delivered a negative 18.4% return over three years while the company's own disclosed compensation peer group returned a positive 2.1% — a gap of 20.5 percentage points that exceeds the 20-point policy trigger for companies with negative absolute TSR. The five-year record is worse (ROCK -57% vs peers -9%), so the 5-year mitigant that would otherwise downgrade an AGAINST to a FOR does not apply. The sole exception is James Metcalf, who joined in October 2024 and is exempt from the TSR trigger under the 24-month new-director rule.
Say on Pay
✗ AGAINSTCEO
William T. Bosway
Total Comp
$4,731,001
Prior Support
97%%
The prior Say on Pay vote received 97% support, so there is no prior-vote failure concern. However, the pay-for-performance alignment check raises a significant concern: ROCK's stock has delivered a negative 18.4% return over three years while the company's own peer group returned a positive 2.1% — a gap exceeding 20 percentage points — yet the CEO received $4.73 million in total reported compensation including above-target-level long-term equity awards (performance-based stock awards were zeroed out due to missed ROIC targets, which is a positive sign, but the reported value of equity grants remained large relative to a company whose market cap has declined to $1.1 billion). The structure of the incentive plan partially works as intended — executives received only 25% of their target annual bonus and zero performance stock awards for 2025 — but the combination of large equity grant values reported at target and sustained multi-year stock underperformance versus peers means that incentive compensation as structured and awarded is not sufficiently aligned with the shareholder experience, warranting an AGAINST vote.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,284,680
Non-Audit Fees
$2,313
Non-audit fees paid to Ernst & Young in 2025 were approximately $2,313 — a tiny fraction of the roughly $3.28 million audit fee — well below the 50% threshold that would raise independence concerns; no material restatements were disclosed; and EY is a Big 4 firm appropriate for a company of this size. Auditor tenure was not disclosed in the filing, so the tenure trigger cannot fire under policy.
Overall Assessment
The 2026 Gibraltar Industries annual meeting presents a challenging ballot: seven of eight director nominees warrant an AGAINST vote due to sustained stock underperformance versus the company's own peer group (ROCK down 18% over three years while peers gained 2%), and Say on Pay also warrants an AGAINST given the misalignment between large reported equity grant values and a shareholder experience that has seen the stock fall significantly over multiple years. The auditor ratification is straightforward and merits a FOR vote, as Ernst & Young's non-audit fees are negligible and no independence concerns exist.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing