Gwendolyn Mizell
GIBRALTAR INDUSTRIESAbout Gwendolyn G. Mizell
Independent director since February 2021; age 63. Senior Vice President, Chief Sustainability, Diversity and Philanthropy Officer at Ameren; prior leadership across ESG, corporate social responsibility, diversity, and power operations. Education not disclosed in the proxy. Core credentials include senior leadership, corporate social responsibility, human capital, marketing, and operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ameren Corporation | Senior Vice President, Chief Sustainability, Diversity and Philanthropy Officer; member of Executive Leadership Team; chairs Sustainability Executive Steering Committee | 2015–present | Leads sustainability strategy; aligns DEI and philanthropy; regular reporting to Ameren Board |
| GSM Development LLC | President & Chief Executive Officer | Not disclosed | Business services supporting utilities across the U.S. |
| Westinghouse | Compliance lead (air, water, acoustic) for power stations | Not disclosed | Environmental compliance for modified controls systems |
| Siemens; ABB; Calpine; KEMA Corporation | Roles of increasing responsibility | Not disclosed | Power operations experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EEI Sustainability Committee | Co-chair | Not disclosed | Industry sustainability leadership |
| AABE (American Association of Blacks in Energy) | Sustainability Committee Chair | Not disclosed | Industry sustainability leadership |
| Cardinal Ritter College Prep | Board member | Not disclosed | Community/non-profit board service |
| The Scholarship Foundation | Board member | Not disclosed | Community/non-profit board service |
| St. Louis County Workforce Investment Board | Board member | Not disclosed | Community/non-profit board service |
| Archway (MO) Chapter of the Links, Inc. | Board member | Not disclosed | Community/non-profit board service |
Board Governance
- Independence: The Board determined Mizell is independent under Nasdaq and SEC standards; all members of Audit & Risk, Capital Structure & Asset Management, Compensation & Human Capital, and Nominating, Governance & Corporate Social Responsibility committees are independent .
- Committees: Member—Compensation & Human Capital (5 meetings in FY2024); Member—Nominating, Governance & Corporate Social Responsibility (5 meetings in FY2024). Not a chair .
- Board/committee composition: As of March 31, 2025, Mizell is a member of the Board; not on Audit & Risk or Capital Structure committees .
- Attendance: Board held 8 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all director nominees attended the 2024 annual meeting .
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Standard for non-employee directors |
| Committee chair fees (if applicable) | $0 | Mizell was not a chair in 2024 |
| Lead Independent Director fee | $0 | Applies only to LID ($50,000) |
| Meeting fees | $0 | Not paid; only retainers and chair fees |
| Total fees earned (cash) | $95,000 | Mizell’s 2024 cash compensation |
Program parameters (2024): Annual cash retainer $95,000; annual stock award $115,000; LID additional $50,000; chair fees increased effective May 1, 2024 (Audit $20k; Comp $18k; Capital Structure $15k; Nominating $15k) .
Performance Compensation
| Equity Element | Grant Date | Grant-Date Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|
| Annual stock award | May 1, 2024 | $114,996 | Vests immediately; deliverable unless deferred into DSUs | None (time-based; immediate vest) |
Grant-date closing price used to determine shares: $68.86 on May 1, 2024; awards granted under Amended & Restated 2016 Stock Plan for Non-Employee Directors .
Other Directorships & Interlocks
| Company | Role | Other Public Boards Count | Notes |
|---|---|---|---|
| None | — | 0 | Mizell holds no other public company directorships |
Expertise & Qualifications
- Strategy development; ESG; corporate social responsibility; diversity, equity & inclusion; power operations .
- Board skills matrix flags: Senior Leadership; Corporate Social Responsibility; Human Capital; Marketing; Operations .
Equity Ownership
| Category | Count | As-of Date | Notes |
|---|---|---|---|
| Beneficially owned shares | 6,247 | March 17, 2025 | Less than 1% of class; excludes DSUs and MSPP Deferral Units |
| Deferred Share Units (DSUs) | 1,256 | Dec 31, 2024 | Converted into shares six months after board service ends |
| MSPP Deferral Units | 534 | Dec 31, 2024 | Hypothetical units tracking common stock; paid in cash at retirement based on 200-day average price; installment options with U.S. 10Y +2% on undistributed balance |
| Aggregate vested but not distributed stock awards | 1,790 | Dec 31, 2024 | DSUs + Deferral Units |
| Hedging/Pledging | Prohibited | Policy level | Company prohibits directors/executives from hedging or pledging; no director or executive has hedged or pledged |
| Director stock ownership guideline | 350% of retainer | Within 3 years of joining Board | Shares, DSUs, RSUs count toward guideline; value at current fair market |
Compensation Structure Analysis
- Mix and trend: 2024—$95,000 cash; $114,996 equity; total $209,996 versus 2023—$91,795 cash; $115,017 equity; total $206,812; cash moved modestly higher with unchanged equity grant value, reflecting program adjustments adopted in 2023/2024 .
- Director equity is fully vested at grant and not performance-conditioned, reducing pay-for-performance sensitivity for directors but aligning via ownership and deferral mechanisms (DSUs/MSPP) .
Related Party Transactions and Conflicts
- Policy oversight: Audit & Risk Committee annually reviews related party transactions under charter .
- 2024 results: No related party transactions for review/approval under Item 404(a) .
- Hedging/pledging: Prohibited; none reported among directors/executives .
- Interlocks: No other public boards; low interlock risk for Mizell .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay: 97% of votes cast approved the 2023 executive compensation program; Committee made no material changes in response, citing ongoing alignment with pay-for-performance philosophy .
Governance Assessment
- Strengths:
- Independent director with ESG, DEI, and human capital expertise; serves on Compensation & Human Capital and Nominating/Governance/CSR committees—alignment with her domain expertise .
- Attendance threshold met; Board active with 8 meetings; relevant committees met 4–6 times in 2024 .
- Ownership alignment via DSUs and MSPP deferrals; anti-hedging/anti-pledging policy enforced; stock ownership guideline at 350% of retainer .
- No related-party transactions; use of independent compensation consultant (WTW) with independence assessment; strong shareholder support on say-on-pay (97%) .
- Watch items:
- Equity grants to directors vest immediately and lack performance conditions; alignment relies on ownership guidelines and deferral plans rather than award performance hurdles .
- External executive responsibilities at Ameren may demand significant time; monitor engagement/attendance disclosures in future proxies for any changes (attendance beyond 75% threshold not individually disclosed) .
- RED FLAGS:
- None identified in 2024 for Mizell: no hedging/pledging, no related-party transactions, independent status, and no other public board interlocks .