Jeffrey Watorek
GIBRALTAR INDUSTRIESAbout Jeffrey J. Watorek
Jeffrey J. Watorek is Vice President and Treasurer at Gibraltar Industries (ROCK). He was appointed in April 2017 and previously served as Corporate Secretary (Apr 2017–Feb 2022). Prior roles at Gibraltar include Director of FP&A (2012–2017) and Manager of External Reporting (2008–2012); prior to Gibraltar, he was a Manager at Ernst & Young. He holds bachelor’s and master’s degrees in accounting from Canisius College and is 45 years old . Company performance context for pay in 2024: net sales decreased 5.0% to $1.309B, GAAP EPS $4.46, adjusted EPS $4.25, DWC 52.4 vs 53.0 target, ROIC 15.9% vs 17.0 target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gibraltar Industries | Vice President & Treasurer | Apr 2017–Present | Corporate treasury leadership and capital management (role title) |
| Gibraltar Industries | Corporate Secretary | Apr 2017–Feb 2022 | Corporate governance administration (role title) |
| Gibraltar Industries | Director, FP&A | 2012–2017 | Financial planning & analysis leadership (role title) |
| Gibraltar Industries | Manager, External Reporting | 2008–2012 | SEC/financial reporting (role title) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young | Manager | Prior to 2008 (dates not specified) | Audit/advisory experience (role title) |
Fixed Compensation
Multi-year compensation reported for Watorek:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 248,408 | 256,144 | 265,859 |
| Stock Awards ($) | 187,436 | 193,079 | 240,869 |
| Non-Equity Incentive (MICP) ($) | 43,125 | 75,126 | 34,345 |
| Change in Nonqualified Deferred Comp Earnings ($) | 4,968 | 16,309 | 25,660 |
| All Other Compensation ($) | 14,986 | 16,102 | 18,352 |
| Total ($) | 498,923 | 556,760 | 585,085 |
2024 base salary annualized rate: $267,800; YoY +4.0% . MICP target as % of base: 25% (target payout $66,950); actual payout: $34,345 (51.3% of target) .
Performance Compensation
Annual Cash Incentive (MICP) – FY 2024
| Metric | Weighting | Threshold | Target | Max | Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Net Sales ($mm) | 75% (combined with EPS matrix) | 1,296 | 1,464 | 1,648 | 1,309 | 35.0% |
| Adjusted EPS ($) | 75% (combined with Net Sales 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% |
Notes:
- MICP payout percentages per metric: Net Sales 26.3%, Adjusted EPS 26.3%, DWC 25.0% .
- Watorek’s 2024 actual MICP paid: $34,345 (51.3% of target $66,950) .
Long-Term Incentive – 2024 Grants and Earned
| Award Type | Grant Date | Units Granted | Grant-Date Fair Value ($) | Performance Metric | Actual Earned | Vesting |
|---|---|---|---|---|---|---|
| RSU (time-based) | 3/1/2024 | 516 | 40,093 | n/a | n/a | 4 equal annual tranches from grant anniversary |
| PSU (performance) | 3/1/2024 | 2,067 (target) | 160,606 | ROIC (FY2024) | 930 units (45% earned) | Cliff vest 3 years from grant |
| RSU (discretionary) | 11/1/2024 | 600 | 40,170 | n/a | n/a | Payable at end of 3-year period ending 11/1/2027; forfeiture if terminated (except death/disability) |
PSU performance calibration (FY2024): ROIC target 17.0%, threshold 15.0%, 200% payout at ≥19.0%; actual ROIC 15.9% → 45.0% of target PSUs earned .
Option exercises: None in 2024; Watorek vested 1,018 shares with $79,099 value realized .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 9,841 shares; includes 334 shares in Gibraltar 401(k) |
| Shares Outstanding (Record Date) | 29,674,433 (March 17, 2025) |
| Ownership as % of Shares Outstanding | ≈0.033% (9,841 / 29,674,433) |
| Outstanding Unvested RSUs/PSUs at FY2024 End | 2021 RSU: 69; 2022 RSU: 399; 2022 PSU: 1,931; 2023 RSU: 542; 2023 PSU: 5,782; 2024 RSU: 516; 2024 PSU: 930; Discretionary RSU (11/1/24): 600 |
| Pledging/Hedging | Prohibited by policy; no director/executive has hedged or pledged shares |
| Ownership Guidelines | Vice Presidents must hold 50% of base salary in shares within 3 years; equity interests include RSUs/PSUs settled in stock; options counted by intrinsic value |
| Nonqualified Deferred Compensation (2018 MSPP) | 2024 deferral: $90,735; company match credited: $25,660; aggregate balance: $338,513 |
Employment Terms
| Provision | Summary |
|---|---|
| CiC Severance (Double Trigger) | Other executives: lump sum = 2x (12 months base + target annual bonus) upon qualifying termination within 24 months post-CiC; COBRA subsidy = 2x monthly premium differential; requires release; subject to 280G excise (no tax gross-up) |
| Watorek – CiC Estimated Values (as of 12/31/24) | Lump sum cash: $716,362; MICP: $41,214; LTIP RSUs: $89,881; LTIP PSUs: $509,073; Discretionary RSUs: $35,340; MSPP value: $338,513; Total: $1,730,383 (stock at $58.90) |
| Termination (non-CiC) Illustrative | Termination without cause total: $978,681; Retirement total: $893,512; Disability total: $1,147,921 (components include salary continuation, MICP, MSPP, LTIP) |
| Salary Continuation Plan | 6 months of salary continuation for salaried exempt employees with ≥1 year service; Watorek eligible |
| Clawback | Complies with SEC/Nasdaq policy (Oct 2, 2023): mandatory recovery of erroneously awarded incentive compensation on restatements; 3-year lookback; no indemnification |
| Anti-Hedging/Anti-Pledging | Prohibited for directors/executives under insider trading policy |
Company Performance Context (for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 1,389,966,000 | 1,377,736,000 | 1,308,764,000 |
| EBITDA ($) | 162,976,000* | 192,556,000* | 188,827,000* |
Values with asterisks retrieved from S&P Global.
Additional proxy performance highlights (FY2024): net sales $1.309B, GAAP EPS $4.46, adjusted EPS $4.25, free cash flow $154M (11.8% of sales) . ROIC 15.9% vs 17.0% target; DWC 52.4 vs 53.0 target .
Pay-versus-performance TSR (value of $100 initial investment) for context:
| Year | Company TSR ($) | Peer Group TSR ($) |
|---|---|---|
| 2020 | 143 | 112 |
| 2021 | 132 | 141 |
| 2022 | 91 | 128 |
| 2023 | 157 | 168 |
| 2024 | 117 | 197 |
Compensation Structure and Governance
- Target incentive mix for Watorek (2024): MICP 25% of base; LTIP 75% of base split RSU 15% and PSU 60% .
- PSUs use one-year ROIC performance with three-year cliff vesting; rationale: capital allocation/portfolio discipline and long-term value creation .
- 2024 Say-on-Pay approval: 97% of votes cast (excluding broker non-votes) .
- Compensation committee uses peer group benchmarking (selected peers listed in CD&A) and independent consultant (WTW) .
Investment Implications
- Alignment: Watorek’s pay emphasizes at-risk equity (PSUs tied to ROIC, RSUs with multi-year vesting) and deferred compensation matched in stock units, plus strict anti-pledging/hedging and stock ownership requirements—reducing misalignment risk .
- Performance sensitivity: 2024 MICP and PSUs paid below target given net sales/EPS matrix outcomes and ROIC shortfall (45% earnout), indicating discipline in pay-for-performance .
- Retention/turnover economics: Double-trigger CiC benefits (2x base+bonus target) and accelerated vesting mechanics provide meaningful protection without excise tax gross-ups; salary continuation for disability adds baseline protection—moderate retention strength without shareholder-unfriendly terms .
- Ownership: Beneficial holdings and ongoing unvested equity suggest continued alignment; policy-based prohibition of pledging/hedging reduces forced selling/credit risk .