Gibraltar Industries (ROCK) Proxy filing summary

Executive summary

• 2025 saw 11% net sales growth, driven by acquisitions and infrastructure segment gains, with $98M GAAP net earnings and $91M free cash flow (8% of net sales).

• Portfolio optimization included the acquisition of OmniMax, completed in February 2026, to expand residential building products.

• The company is divesting its Renewables business to focus on core building products and structures.

• Return on invested capital (ROIC) for 2025 was 18.3%, below the 20.3% target.

• Forward-looking statements highlight integration of OmniMax, supply chain challenges, and market uncertainties.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eight directors for one-year terms, (2) advisory approval of executive compensation (Say-on-Pay), and (3) ratification of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted between January 7 and February 5, 2027.

Board of directors and corporate governance

• Board consists of eight directors, seven of whom are independent; average tenure is six years, and 38% are women, 25% racially/ethnically diverse.

• Combined Chair/CEO role with a Lead Independent Director to ensure independent oversight.

• Four standing committees: Audit and Risk, Capital Structure and Asset Management, Compensation and Human Capital, and Nominating, Governance and Corporate Social Responsibility—all led by independent directors.

• Annual board and committee self-evaluations and director education are in place.