Janet Catlett
GIBRALTAR INDUSTRIESAbout Janet Catlett
Janet A. Catlett, 48, has served as Vice President and Chief Human Resources Officer (CHRO) at Gibraltar Industries (ROCK) since April 26, 2023. She holds dual bachelor’s degrees from the University of Notre Dame and an MBA from Northwestern University’s Kellogg School of Management . Company performance in 2024: net sales of $1.3088B, GAAP EPS $4.46 (adjusted EPS $4.25), ROIC 15.9% (below the 17.0% target), free cash flow $154.3M (11.8% of net sales), and a total shareholder return value of $117 on a $100 initial investment since 2019 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stepan Company | Vice President & Chief Human Resources Officer | 2018–Apr 2023 | Led HR for a global specialty chemicals company; prior experience positioned for organization development and talent management at Gibraltar |
External Roles
No external board roles or public company directorships were disclosed for Ms. Catlett in the 2025 proxy statement .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $256,173 | $397,498 |
| Target Bonus (% of Salary) | 40% | 40% |
| Actual Bonus Paid (MICP) ($) | $119,812 | $82,162 |
| Stock Awards Grant-Date Fair Value ($) | $256,665 | $400,310 |
| All Other Compensation ($) | $3,637 | $21,182 |
Performance Compensation
Annual Management Incentive Compensation Plan (MICP) – FY 2024 Design and Outcome
| Metric | Weighting | Threshold | Target (100%) | Maximum (200%) | Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Net Sales (USD mm) | Part of 75% matrix | $1,296 | $1,464 | $1,648 | $1,309 | 35.0% |
| Adjusted EPS ($) | Part of 75% matrix | $4.17 | $4.71 | $5.30 | $4.25 | 35.0% |
| Days Working Capital (DWC) | 25% | 57.9 | 53.0 | 48.4 | 52.4 | 100.0% |
| Overall MICP Payout (%) | — | — | — | — | — | 51.3% of target |
| Executive | Base Salary Considered ($) | Target MICP ($) | Actual MICP ($) |
|---|---|---|---|
| Janet A. Catlett | $400,400 | $160,160 | $82,162 |
Long-Term Incentive Plan (LTIP) – FY 2024 Grants and PSU Performance
- LTIP mix emphasizes PSUs and RSUs; Catlett’s 2024 LTIP targets: RSUs 30% of salary ($120,120) and PSUs 70% of salary ($280,280) .
- RSUs vest in equal installments over 4 years from grant; PSUs cliff-vest after 3 years and are earned based on one-year ROIC performance aligned to shareholder feedback .
| Component | Grant Date | Target Units (#) | Earned Units (#) | Earned Value ($) | Vesting |
|---|---|---|---|---|---|
| PSUs (2024) | 3/1/2024 | 3,607 | 1,623 | $95,595 | Cliff vest 3 years |
| RSUs (2024) | 3/1/2024 | 1,545 | — | — | 25% per year over 4 years |
PSU metric and achievement:
| Metric | Weighting | Target | Threshold | Max | Actual | PSU Payout |
|---|---|---|---|---|---|---|
| ROIC (2024) | 100% of PSUs | 17.0% | 15.0% | 19.0% (200% payout) | 15.9% | 45.0% of target shares |
Realized vs Targeted Pay (Context)
Realized pay for Catlett in 2024 was 73% of targeted due to below-target outcomes on MICP and PSUs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 871 shares; less than 1% of outstanding |
| Shares Outstanding | 29,674,433 (as of Mar 17, 2025) |
| Stock Ownership Guidelines | Vice Presidents: 50% of base salary within 3 years of appointment |
| Hedging & Pledging | Prohibited for directors and executive officers; none have hedged/pledged |
| Deferred Compensation (2018 MSPP) | Executive deferral $99,656; Matching $63,825; Aggregate balance $269,464; includes $92,946 in Matching Units vesting at 5-year anniversary |
| 2024 Stock Vested | 397 shares; $28,687 value realized |
Outstanding awards at FY-end 2024 (unvested and earned):
| Grant | Units (#) | Market Value ($) |
|---|---|---|
| RSUs 4/26/2023 | 1,194 | $70,327 |
| PSUs (earned) 4/26/2023 | 7,424 | $437,274 |
| RSUs 3/1/2024 | 1,545 | $91,001 |
| PSUs (earned) 3/1/2024 | 1,623 | $95,595 |
Notes:
- RSUs vest 25% annually over four years; PSUs vest at three-year cliff; earned PSUs reflect actual ROIC performance (45% for 2024) .
- No stock options outstanding for Catlett; options are not part of her current equity mix .
Employment Terms
| Element | Terms |
|---|---|
| Offer Letter | April 11, 2023; at-will employment; sets initial salary, incentive eligibility and equity participation |
| Severance (non-CiC) | Standard termination table indicates payments for termination without cause including non-equity incentive payout policy, deferred compensation balances, and vesting of certain LTIP awards subject to plan terms |
| Change-in-Control (CiC) | Double-trigger plan; for “other executives,” lump sum of 2x (base + target bonus) plus COBRA subsidy; equity treated per plan; no excise tax gross-ups |
| CiC Economics (Catlett) | Cash: $1,169,541; MSPP: $269,464; RSUs: $161,328; PSUs: $532,869; MICP: $115,027; Total: $2,248,229 (at $58.90 share price) |
| Clawback | NYSE/Nasdaq-aligned policy adopted Oct 2, 2023 for recovery of incentive-based compensation upon specified restatements (regardless of fault) |
| Ownership Policy | CEOs 500%; CFOs 300%; VPs 50% of salary; RSUs/PSUs count toward compliance |
| Anti-Hedging/Pledging | Prohibited under insider trading policy |
Compensation Structure vs Performance
- Pay mix emphasizes performance: For NEOs, average 44% performance-based pay (plus 14% time-vested equity) in 2024, aligning incentives to outcomes; Catlett’s LTIP weighting is RSUs 30% and PSUs 70% of salary .
- Annual MICP metrics (Net Sales, Adjusted EPS, DWC) produced 51.3% payout at target due to below-threshold Net Sales and Adjusted EPS offset by strong DWC performance .
- PSUs earned at 45% based on 2024 ROIC of 15.9% vs. 17.0% target, indicating measured equity realization tied to capital efficiency outcomes .
- Company-level shareholder feedback: 97% approval on 2024 Say-on-Pay, signaling investor support for the pay-for-performance framework .
Vesting Schedules and Insider Selling Pressure
- Near-term vesting: RSUs vest annually; Catlett had 398 RSUs vesting within 60 days at FY-end 2024 and 397 shares vested during 2024 ($28,687), factors that can create mechanical selling pressure depending on tax withholdings or diversification needs .
- MSPP matching units vest at 5 years, creating retention hooks and deferring realized compensation, which can moderate short-term selling pressure .
Equity Ownership & Pledging Alignment
- Beneficial ownership is modest (871 shares; <1%) relative to shares outstanding; however, RSUs/PSUs and MSPP balances link realized value to stock price performance over multi-year horizons .
- Strict no-hedging/no-pledging policy for executives enhances alignment and reduces financing-related sell pressure risks .
Performance & Track Record (Company Context during Catlett’s Tenure)
| Metric | FY 2024 |
|---|---|
| Net Sales ($mm) | $1,308.8 |
| GAAP EPS ($) | $4.46 |
| Adjusted EPS ($) | $4.25 |
| ROIC (%) | 15.9% |
| Free Cash Flow ($mm) | $154.3 |
| FCF as % of Sales (%) | 11.8% |
| TSR (Indexed from 2019 = 100) | 117 |
Human capital governance and oversight (relevant to CHRO role) are embedded in Compensation & Human Capital Committee responsibilities covering culture, DEI, succession, and workforce stability, with board-level CSR oversight via the Nominating, Governance & CSR Committee .
Compensation Committee & Peer Group
- Independent advisor Willis Towers Watson engaged; peer group aligned to building/industrial/renewables with changes in 2024 (added Array Technologies, removed A.O. Smith, Enerpac, Patrick Industries) .
- Pay philosophy emphasizes competitive pay, multi-metric incentives (Net Sales, EPS, DWC; ROIC for PSUs), stock ownership, clawbacks, and risk mitigation (caps, no single-trigger CiC cash, no excise tax gross-ups) .
Related Party Transactions and Red Flags
- No related party transactions in 2024 per Audit & Risk Committee policy review .
- Anti-hedging/pledging policy in force; no repricing of options disclosed; no SERP; no excise tax gross-ups; double-trigger CiC only—generally shareholder-friendly features .
Investment Implications
- Incentive structure ties Catlett’s realized pay to Net Sales/EPS/DWC and ROIC outcomes; the 2024 below-target MICP and PSU results (51.3% and 45% respectively) reduced realized pay, signaling a tight pay-for-performance calibration that investors typically favor .
- Multi-year RSU/PSU and MSPP mechanics create retention hooks and staggered vesting, moderating immediate insider selling pressure; near-term RSU vesting and 2024 vest events are modest in size for Catlett relative to total outstanding awards .
- Governance safeguards (clawbacks, ownership guidelines, anti-hedging/pledging) and double-trigger CiC terms reduce agency risks and align with prevailing investor preferences; CiC economics for Catlett are reasonable vs. peers and not tax-grossed up .
- Execution watchpoints: ROIC shortfall vs. target (15.9% vs. 17.0%) limited PSU payouts; continued operational and portfolio execution will drive equity realization and retention economics, impacting future incentive value and potential selling dynamics .