James Nish
GIBRALTAR INDUSTRIESAbout James B. Nish
James B. Nish (age 66) is an independent director of Gibraltar Industries (ROCK) since July 2015. He is a Certified Public Accountant with over 25 years of investment banking experience, culminating as leader of J.P. Morgan’s Mid-Cap Corporate Investment Banking and previously head of Bear Stearns’ Industrial Manufacturing Group for 22 years; he has taught undergraduate and MBA courses as an adjunct professor at Baruch College and Pace University and serves on the board of Alert 360, a privately held company . Nish currently chairs ROCK’s Audit and Risk Committee and the Capital Structure and Asset Management Committee and is designated an “audit committee financial expert” by the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan Chase | Led Mid-Cap Corporate Investment Banking team | Until retirement (years not disclosed) | Led corporate IB coverage and execution for mid-cap issuers |
| Bear Stearns | Head, Industrial Manufacturing Group | 22 years | Led coverage across global industrial manufacturing markets |
| Baruch College; Pace University | Adjunct Professor (undergrad and MBA) | Through 2023 | Accounting/finance instruction and mentorship |
| Alert 360 (private) | Director | Current | Board oversight at home automation company |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cadeler A/S (NYSE: CDLR) | Independent Director; Audit Committee Chair | Since Feb 2024 | Oversees audit and financial reporting at offshore wind vessel operator |
| Eneti, Inc. | Independent Director | 2016–Dec 2023 | Served until merger with Cadeler A/S |
Board Governance
- Independence: Board determined Nish is independent under Nasdaq and SEC rules; all company committees are fully independent .
- Committee leadership: Chair, Audit and Risk Committee (4 meetings in FY2024) and Chair, Capital Structure & Asset Management Committee (6 meetings in FY2024); designated audit committee financial expert .
- Attendance: The board met 8 times in 2024; each director attended at least 75% of board and applicable committee meetings, and all nominees attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at each quarterly board meeting, facilitated by the Lead Independent Director; agendas and oversight processes reinforce independence .
- Risk oversight: Audit and Risk Committee assists full board risk oversight (financial reporting, internal controls, compliance, ERM, cybersecurity), and annually reviews/ratifies related-party transactions .
Fixed Compensation
| Element (Non-Employee Director Program) | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $95,000 | Paid quarterly; eligible for deferral under MSPP |
| Chair Fees – Audit & Risk | $10,000 (Jan–Apr); $20,000 (from May 1, 2024) | Increased effective May 1, 2024 |
| Chair Fees – Capital Structure & Asset Mgmt | $7,500 (Jan–Apr); $15,000 (from May 1, 2024) | Increased effective May 1, 2024 |
| Lead Independent Director Fee | $50,000 | Not applicable to Nish |
| Director | Fees Earned/Paid in Cash (2024) | Stock Awards (2024) | Total (2024) |
|---|---|---|---|
| James B. Nish | $124,167 | $114,996 | $239,163 |
Performance Compensation
| Equity Grant Structure | Detail | Vesting | Performance Link |
|---|---|---|---|
| Annual Stock Award | $115,000 grant value per director | Shares vest immediately; delivery unless deferred | None (time-based stock grants; no PSUs for directors) |
| 2024 Grant Date & Price | May 1, 2024; closing price $68.86 | Immediate vest; DSU deferral available | Not performance-conditioned |
| Deferral Options | MSPP (cash deferral into Deferral Units) and DSUs (equity deferral) | DSUs convert to shares 6 months post-board service | Not applicable |
Other Directorships & Interlocks
| Overlap/Interlock Considerations | Observation |
|---|---|
| Sector adjacency | Nish’s board role at Cadeler A/S (offshore wind vessels) is adjacent to ROCK’s Renewables/Agtech exposure but no transactional ties were disclosed by ROCK . |
| Related party transactions | Audit and Risk Committee reported no related-party transactions in 2024 under Item 404(a) . |
Expertise & Qualifications
- Financial expert: CPA; extensive accounting and finance expertise; designated as audit committee financial expert .
- Capital markets/M&A: Deep transaction experience across industrials, capital allocation, and portfolio management; chairs Capital Structure & Asset Management Committee .
- Governance/oversight: Audit leadership in public companies; adjunct academic experience; private board service .
Equity Ownership
| Ownership Category | Amount | Notes |
|---|---|---|
| Beneficial Ownership (direct/indirect shares) | 1,670 shares | Less than 1% of outstanding |
| DSUs vested but not distributed (12/31/2024) | 11,976 units | Convert to shares 6 months post-service |
| Deferral Units (MSPP; vested but not distributed) | 4,440 units | Paid in cash post-service based on 200-day avg price |
| Shares Outstanding (for context) | 29,674,433 | Company-wide as of 3/17/2025 |
| Ownership as % of Outstanding | ~0.0056% (1,670 / 29,674,433) | Derived from disclosed figures |
| Hedging/Pledging | Prohibited; no director has hedged/pledged shares | Insider Trading Policy |
| Director Stock Ownership Guideline | 350% of annual retainer; 3-year compliance window | Applies to all non-employee directors |
Governance Assessment
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Strengths: Dual committee chair roles (Audit & Risk; Capital Structure) signal board trust in Nish’s oversight on financial reporting, ERM, and capital allocation; audit committee financial expert designation enhances assurance quality .
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Alignment: Mix of cash and immediate-vest equity with DSU/MSPP deferral options, plus director stock ownership guidelines, supports long-term alignment; hedging/pledging prohibitions strengthen governance posture .
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Engagement: Board held 8 meetings in 2024; directors met attendance thresholds and conduct quarterly executive sessions — consistent with independent oversight; committee cadence (Audit 4, Capital 6) suggests active stewardship in key risk and capital matters .
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Compensation governance: Committee chair fees increased mid-year (May 1, 2024), reflecting elevated responsibilities without introducing performance-conditioned director equity (avoids metric gaming risk) .
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RED FLAGS: None observed in 2024 — no related-party transactions; hedging/pledging prohibited and none reported; beneficial ownership is modest but augmented by significant DSUs (which convert to shares after service), enhancing long-term alignment .
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Watchpoints: External board commitments (Cadeler A/S) in adjacent energy verticals should be monitored for time-commitment and information asymmetry risks; ROCK disclosure shows no related-party exposure in 2024 .