Atlee Valentine Pope
GIBRALTAR INDUSTRIESAbout Atlee Valentine Pope
Atlee Valentine Pope, age 69, has served on Gibraltar Industries’ Board since February 2020 and as Lead Independent Director since January 2022. She co‑founded Blue Canyon Partners (1998), where she was President from 1998–2013 and then became CEO; her client work focused on global value creation, price realization, and digital strategies. She is independent under Nasdaq/SEC rules and currently serves on the Audit & Risk, Compensation & Human Capital, and Nominating, Governance & Corporate Social Responsibility committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Canyon Partners, Inc. | Co‑founder; President; then CEO | President 1998–2013; became CEO in 2013 (end date not disclosed) | Led B2B growth strategy; advised on value creation, price realization, and digital strategies |
| Baker & Company | Executive Director | Not disclosed | Advised automotive and telecommunications industries |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other Public Company Boards | None | — | “Number of Other Public Boards: None” for Ms. Pope |
Board Governance
- Independence and leadership: The Board determined Ms. Pope is independent; she is the Lead Independent Director with defined responsibilities, including approving agendas, consulting on advisor engagements, being available for direct communication with major stockholders, and feeding back issues from executive sessions held each quarterly meeting.
- Committee assignments (as of Mar 31, 2025): Audit & Risk (member); Compensation & Human Capital (member); Nominating, Governance & CSR (member). All committees consist solely of independent directors.
- Attendance: In 2024 the Board met 8 times; each director attended at least 75% of the Board and committee meetings on which they served; all nominees attended the 2024 annual meeting.
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Audit & Risk | Member | 4 |
| Compensation & Human Capital | Member | 5 |
| Nominating, Governance & CSR | Member | 5 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 140,192 | 145,000 |
| Stock Awards – Grant Date Fair Value ($) | 115,017 | 114,996 |
| Total ($) | 255,209 | 259,996 |
- 2024 Non‑employee director program: annual cash retainer $95,000; annual stock award $115,000; Lead Independent Director additional $50,000; chair retainers increased effective May 1, 2024 (Audit $20,000; Compensation $18,000; Capital Structure $15,000; Nominating/Governance $15,000). No perquisites; cash paid quarterly; equity vests immediately (deferral permitted). Ms. Pope is LID (eligible for the $50,000 LID fee) and was not a committee chair in 2024.
Performance Compensation
Non‑employee director equity awards are not performance‑conditioned; they are time‑based stock awards vesting immediately, with optional deferral into DSUs.
| Element | 2024 Detail |
|---|---|
| Award Type | Annual stock award (time‑vested; non‑performance) |
| Grant Fair Value | $115,000 per director |
| 2024 Grant Date and Price | May 1, 2024 at $68.86 closing price (used for fair value calculations) |
| Vesting | Immediate; delivery unless deferred into DSUs |
| Deferral Mechanics | DSUs convert to shares 6 months after board service ends; cash deferrals under MSPP pay based on 200‑day rolling average with installment options; installment balances accrue at 10‑year UST + 2% |
Other Directorships & Interlocks
| Company | Exchange/Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | None | No current public company boards reported for Ms. Pope |
- Related‑party transactions: The Audit & Risk Committee reported no related‑party transactions in 2024 under its policy.
Expertise & Qualifications
- Board‑relevant skills: Senior leadership, governance, CSR, human capital, finance, marketing, operations, portfolio management, and digital.
- Lead Independent Director experience; prior committee chair of Nominating, Governance & CSR (Jan 2021–Dec 2021).
- 35+ years advising Fortune 500 boards and C‑suites on growth strategy and value creation.
Equity Ownership
| Holding / Policy | Amount |
|---|---|
| Beneficial Ownership (shares) | 1,670; less than 1% of class |
| Deferred Share Units (vested, not distributed) | 7,900 |
| Deferral Units (cash retainer deferrals) | 0 |
| Hedging/Pledging | Prohibited; no director or officer has hedged or pledged company stock |
| Stock Ownership Guideline | 350% of retainer within 3 years for non‑employee directors |
Governance Assessment
- Board effectiveness and independence: Ms. Pope’s LID role with clearly delineated powers (agenda setting, stockholder access, executive session feedback) strengthens independent oversight; all key committees are independent. This structure supports robust checks and balances.
- Engagement/attendance signal: The Board met 8 times in 2024 with all directors meeting the ≥75% attendance threshold and attendance at the annual meeting by all nominees; this indicates baseline engagement.
- Pay structure and alignment: Director pay blends cash with a meaningful equity component that vests immediately, with optional deferral into DSUs; no perquisites are offered. Ms. Pope’s 2024 cash ($145,000) reflects LID responsibilities; equity grant was $114,996. The program is benchmarked with independent advisor WTW.
- Conflicts/related parties: No related‑party transactions in 2024; hedging and pledging are banned and none occurred—both positive alignment indicators.
- Shareholder support signals: High support for Ms. Pope’s election and for Say‑on‑Pay in 2024 and 2025 suggests investor confidence in governance and compensation oversight.
- Refreshment/tenure: Retirement policy requires offers to resign at age 72; at age 69, Ms. Pope is within three years of this threshold, implying foreseeable refreshment planning.
| Shareholder Vote Signal | 2024 | 2025 |
|---|---|---|
| Ms. Pope – Votes For | 27,700,829 | 27,136,792 |
| Ms. Pope – Votes Against | 513,958 | 179,270 |
| Say‑on‑Pay – Votes For | 27,401,209 | 26,462,107 |
| Say‑on‑Pay – Votes Against | 806,270 | 858,941 |
- RED FLAGS: None identified in filings—no related‑party transactions; no hedging/pledging; committees fully independent; strong shareholder support. Continue to monitor: proximity to retirement age, and any changes in committee roles or compensation structure.