James Metcalf
GIBRALTAR INDUSTRIESAbout James S. Metcalf
Independent director at Gibraltar Industries (ROCK) since October 2024; age 67. Former Chairman, CEO and President of USG Corporation (Chairman since Dec 2011; CEO/President since Jan 2011; retired Nov 2016) and former Chairman and CEO of Cornerstone Building Brands (CEO 2018–Sep 2021; Chairman through Mar 2022). Currently serves on ROCK’s Capital Structure & Asset Management and Nominating/Governance/CSR Committees; the Board classifies him as independent. Education: MBA (Pepperdine University); BA in Criminal Justice/Pre‑Law (The Ohio State University).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USG Corporation | Chairman; Chief Executive Officer; President | Chairman (Dec 2011–Nov 2016); CEO/President (Jan 2011–Nov 2016) | Led core-business strengthening, diversification and profitability restoration. |
| Cornerstone Building Brands (incl. NCI Building Systems) | Board member (2017); Chairman & CEO | CEO (2018–Sep 2021); Chairman (through Mar 2022) | Led integration of NCI–Ply Gem merger, M&A, operations excellence and plant upgrades. |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Ferguson Enterprises, Inc. | Independent Director | 2023 | Compensation Committee; Nominations & Governance Committee. |
| LKQ Corporation | Independent Director | Dec 2024 | Director. |
| Naval War College Foundation | Trustee | n/a | Board of Trustees. |
Board Governance
- Independence: Board determined Mr. Metcalf to be an independent director under Nasdaq/SEC rules.
- Committee assignments: Capital Structure & Asset Management (appointed Oct 25, 2024); Nominating, Governance & CSR (appointed Oct 25, 2024).
- Committee activity levels (FY2024): Capital Structure & Asset Management met 6 times; Nominating/Governance/CSR met 5 times.
- Board/committee attendance: In 2024, each director attended at least 75% of aggregate board/committee meetings during their period of service; the Board met 8 times.
- Election result (2025 Annual Meeting): For 27,186,249; Against 136,280; Abstain 13,255. High support signals investor confidence.
- Leadership structure: Combined Chair/CEO with a robust Lead Independent Director mandate (executive sessions each quarter, agenda approval, shareholder outreach).
Fixed Compensation (Non‑Employee Director)
| Element | 2024 Program | Notes |
|---|---|---|
| Annual Cash Retainer | $95,000 | Paid quarterly; deferrable into MSPP units. |
| Annual Stock Award | $115,000 | Vests immediately; deferrable into DSUs. |
| Lead Independent Director fee | $50,000 | Cash, paid quarterly. |
| Committee Chair fees | Audit: $10k (to Apr 30), $20k (from May 1); Comp: $7.5k → $18k; Capital Structure: $7.5k → $15k; Nominating/Gov/CSR: $5k → $15k (effective May 1, 2024) | Reflects 2024 increases. |
| James S. Metcalf – 2024 Reported | Amount ($) | Details |
|---|---|---|
| Fees Earned or Paid in Cash | 17,699 | Pro‑rated from appointment on Oct 25, 2024. |
| Stock Awards | 59,184 | Pro‑rated equity award; grant date Nov 1, 2024; close price $66.95. |
| Total | 76,883 | Sum of the above. |
Director deferral programs: Cash retainers may be deferred into MSPP units paid in cash post‑service; stock awards may be deferred into DSUs settled six months post‑service.
Performance Compensation
Directors do not receive performance‑conditioned pay; however, the board oversees a pay‑for‑performance framework for executives. Key 2024 incentive metrics and outcomes (governance signal):
| Metric (FY2024 MICP) | Threshold | 100% Achievement | Maximum | Actual | Payout Factor |
|---|---|---|---|---|---|
| Net Sales (USD mm) | 1,296 | 1,464 | 1,648 | 1,309 | 35.0% (weighted 75%) |
| Adjusted EPS (USD) | 4.17 | 4.71 | 5.30 | 4.25 | 35.0% (weighted 75%) |
| Days Working Capital | 57.9 | 53.0 | 48.4 | 52.4 | 100.0% (weighted 25%) |
| PSU Metric (2024 grant) | Threshold | Target | Max | Result (Earned) |
|---|---|---|---|---|
| ROIC (annual performance; 3‑yr cliff vest) | 15.0% | 17.0% | 19.0% | 45.0% of target shares earned for 2024 performance. |
Other Directorships & Interlocks
| Company | Relationship to ROCK | Potential Conflict | Disclosure |
|---|---|---|---|
| Ferguson Enterprises, Inc. | Building products distributor (industry adjacency) | None disclosed as related‑party | No related‑party transactions in 2024 per Audit & Risk Committee review. |
| LKQ Corporation | Auto parts (unrelated industry) | None disclosed | No related‑party transactions in 2024. |
Expertise & Qualifications
- Senior leadership and board governance across building products and industrial manufacturing; skills tagged in ROCK proxy: Senior Leadership, Governance, Marketing, Operations, Portfolio Management.
- Deep M&A and integration experience; capital allocation and operational transformation expertise relevant to ROCK’s Capital Structure & Asset Management Committee.
- Education: MBA (Pepperdine); BA (Ohio State).
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership (common shares) | 884 shares (<1% of class). |
| Deferred Share Units (DSUs) at 12/31/2024 | None. |
| Deferral Units (MSPP) at 12/31/2024 | None. |
| Hedging/Pledging | Prohibited for directors and executives; no hedging/pledging reported. |
| Director stock ownership guideline | 350% of annual retainer within three years of joining board. |
Compensation Committee Analysis (Governance)
- Committee composition (all independent): Mark G. Barberio (Chair), Linda K. Myers, Gwendolyn G. Mizell, Atlee Valentine Pope. Uses Willis Towers Watson as independent advisor; independence assessed under SEC factors.
- Program design signals: Multi‑metric annual MICP (Net Sales, Adjusted EPS, DWC) with capped payouts; ROIC‑based PSUs to align capital allocation and long‑term value; clawback policy compliant with listing standards; anti‑hedging/pledging; meaningful stock ownership guidelines.
- Shareholder support: 2025 Say‑on‑Pay approved (For 26,462,107; Against 858,941; Abstain 14,736; Broker non‑votes 748,233).
Governance Assessment
- Strengths: Independent director with highly relevant sector/operator experience; assigned to capital structure and nom/gov committees; strong 2025 election support; robust anti‑hedging/pledging and clawback policies; no related‑party transactions disclosed for 2024.
- Watch items: Combined Chair/CEO structure mitigated by a strong Lead Independent Director role and quarterly executive sessions; monitor committee workload across multiple boards (Ferguson, LKQ) though no overboarding policy breach disclosed.
- Alignment: Director equity grants and strict ownership guidelines (350% of retainer within three years) support long‑term alignment; current beneficial holdings reflect new‑join status (appointed Oct 25, 2024).
No conflicts or related‑party exposures involving Mr. Metcalf were disclosed for 2024; the Audit & Risk Committee reported none under its policy.