Joseph Lovechio
GIBRALTAR INDUSTRIESAbout Joseph Lovechio
Joseph A. Lovechio, age 50, has served as Vice President and Chief Financial Officer of Gibraltar Industries (ROCK) since August 19, 2024, following 20 years at Whirlpool Corporation where he was CFO for the North America Region since 2018 and previously Corporate Controller/PAO, CFO EMEA, and Senior Finance Director of Investor Relations. He holds a BBA in Finance from the University of Notre Dame and an MBA in Finance and Accounting from The University of Chicago Booth School of Business . Company performance context for fiscal 2024: net sales $1.31B (-5.0% YoY), GAAP EPS $4.46, adjusted EPS $4.25, operating cash flow $174M, free cash flow $154M (12% of sales), ROIC 15.9% vs a 17.0% target, and DWC 52.4 days vs a 53.0 target; a $100 initial investment in ROCK on 12/31/2019 was $117 at 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Whirlpool Corporation | CFO, North America Region | 2018–2024 | Led finance for largest regional business; prior roles included Controller/PAO, CFO EMEA, IR leadership |
External Roles
None disclosed in company filings .
Fixed Compensation
| Component | 2024 Amount/Terms |
|---|---|
| Base Salary (annualized) | $480,000 |
| Prorated base for MICP (from hire date) | $160,000 |
| One-time cash sign-on | $150,000 (paid Oct 2024) |
| Time-based RSUs (LTIP) | 727 RSUs (grant date 8/19/2024; 4-year ratable vest from 8/19/2025) |
| Special one-time RSUs | 3,790 RSUs (grant date 8/19/2024; vest ratably over 3 years commencing 8/19/2025) |
| Deferred Compensation (salary deferral) | $32,308 deferred with $12,923 company match; aggregate balance $45,793 |
Performance Compensation
| Metric | Weighting | Target | Actual (FY 2024) | Payout Factor | Notes |
|---|---|---|---|---|---|
| Net Sales (MICP) | 75% (with EPS matrix) | $1,464M | $1,309M | 35.0% | Matrix with adjusted EPS; zero if below threshold |
| Adjusted EPS (MICP) | 75% (with Net Sales matrix) | $4.71 | $4.25 | 35.0% | See Appendix B for definitions |
| Days Working Capital (MICP) | 25% | 53.0 | 52.4 | 100.0% | Working capital efficiency |
| Lovechio MICP Target | 60% of base | $96,000 (on $160k prorated base) | $49,248 | 51.3% of target payout | |
| PSUs (ROIC) | 100% of PSU grant | ROIC target 17.0% (threshold 15.0%, max ≥19.0%) | ROIC 15.9% | 45.0% of targeted PSUs earned | |
| Lovechio PSUs Awarded/Earned | PSU units | 2,183 target | 982 earned | 45.0% | Grant date 8/19/2024; 3-year cliff vest from grant |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 0 shares as of March 17, 2025; <1% of class |
| Outstanding equity (unvested at 12/31/2024) | 727 RSUs (LTIP); 982 PSUs; 3,790 special RSUs; market values $42,820, $57,840, $223,231 respectively |
| Stock ownership guidelines | CFO required to hold 300% of base salary in company equity within 3 years of appointment |
| Hedging/Pledging | Prohibited; none reported by officers/directors |
| Deferred comp (2018 MSPP) | $32,308 deferred; $12,923 match; Matching Units vest after 5 years or upon specified terminations |
| Insider transactions | Form 4: 8/19/2024 award of RSUs (~3,790 units) ; 8/19/2025 tax withholding sale of 637 shares at $62.92; post-transaction ownership reported 7,929 shares |
Employment Terms
| Term | Detail |
|---|---|
| Appointment date | August 19, 2024 (CFO) |
| Offer letter | Dated June 6, 2024; at-will; sets initial comp, sign-on awards, relocation, and plan participation |
| Annual incentive (MICP) | Target 60% of base salary; formulaic matrix on Net Sales/EPS/DWC; max 200% |
| LTIP targets | 120% of base salary (RSUs 30%; PSUs 90%) for 2024 (prorated) |
| RSU vesting | LTIP RSUs vest 25% annually over 4 years from grant anniversary; special RSUs vest ratably over 3 years starting 8/19/2025 |
| PSU vesting/performance | Earned on 1-year ROIC performance; 3-year cliff vest post-grant; 2024 payout 45% based on 15.9% ROIC |
| Change-in-Control (CiC) plan | Double-trigger; CFO receives lump sum 2x (base + target bonus), plus 2x COBRA subsidy differential; equity treatment if awards not assumed |
| Clawback policy | Recovery of incentive-based compensation after required restatements (3-year lookback), regardless of fault; adopted Oct 2, 2023 |
| Tax gross-ups | None for excise taxes; payments may be subject to 280G/4999 |
Performance Compensation – Award Detail
| Award | Grant Date | Target Units/Value | Earned Units/Value | Vesting |
|---|---|---|---|---|
| PSUs (2024) | 8/19/2024 | 2,183 PSUs; $143,969 | 982 PSUs; $64,763 | 3-year cliff from grant; earned at 45% on ROIC 15.9% |
| RSUs (LTIP 2024) | 8/19/2024 | 727 RSUs; $47,946 | n/a (time-based) | 25% annually over 4 years from 8/19/2025 |
| Special RSUs | 8/19/2024 | 3,790 RSUs; $249,950 | n/a (time-based) | Ratably over 3 years commencing 8/19/2025 |
Compensation Structure Observations
- Pay-for-performance linkage: 2024 MICP paid at 51.3% of target as Net Sales and Adjusted EPS landed at threshold, while DWC met target (100% factor). PSUs paid at 45% on below-target ROIC (15.9% vs 17.0% target), demonstrating downside sensitivity .
- Mix shift: CFO target LTIP skews to PSUs (90% of base within LTIP), aligning equity outcomes with ROIC performance; time-based RSUs provide retention .
- No hedging/pledging and clawback in place; no excise tax gross-ups; double-trigger CiC terms reduce single-trigger windfall risk .
- Deferred compensation: 2018 MSPP deferrals and matching promote long-term stock alignment; matching units have 5-year vesting, adding retention .
Risk Indicators & Insider Selling Pressure
- Insider transactions reflect routine award and limited tax-withholding sale (637 shares at $62.92 on 8/19/2025), not discretionary selling; post-transaction holdings reported at 7,929 shares, indicating low near-term selling pressure .
- PSU earn-out at 45% and MICP below target reflect tougher 2024 operating backdrop and ROIC underperformance vs target, appropriately compressing payout .
Equity Ownership & Guideline Compliance
- Current beneficial common share ownership reported as zero (as of 3/17/2025), with unvested RSUs/PSUs outstanding; CFO must reach stock ownership of 300% of base salary within 3 years of appointment (by 8/19/2027). Compliance status not disclosed in filings .
Employment & Contracts
- Offer letter sets at-will employment; sign-on cash ($150k) and special RSUs ($~250k grant-date value); participation in CiC plan and relocation benefits .
- CiC economics: 2x (base + target bonus) cash and 2x COBRA subsidy for CFO under double-trigger; RSUs/PSUs payable if awards are not assumed in a change in control (PSUs at target for post-CiC performance periods) .
Say-on-Pay & Peer Benchmarking
- Say-on-Pay support strong: 97% approval at 2024 meeting, indicating investor confidence in program design .
- Peer group (2024): Aaon, Albany International, American Woodmark, Apogee, Armstrong, Array Technologies, Eagle Materials, Griffon, Insteel, L.B. Foster, Masonite, PGT Innovations, Quanex, Simpson, Trex; refreshed vs prior year .
Investment Implications
- Alignment: Compensation emphasizes PSUs tied to ROIC with clear downside/upside; 2024 underperformance appropriately reduced payouts (45% PSUs, 51% MICP), signaling strong pay-for-performance discipline .
- Retention: Significant unvested RSUs (3-year and 4-year schedules) and MSPP matching vesting (5 years) anchor tenure through 2027; low observed discretionary selling supports retention probability .
- Ownership: Reported common share ownership is minimal; however, policy requires CFO to build to 300% of base within 3 years, which may increase alignment over time .
- Change-in-control terms are market-standard double-trigger without tax gross-ups, limiting governance red flags while protecting focus during potential transactions .
Notes on disclosure completeness: Non-compete, non-solicit, garden leave, pledging or hedging exceptions, and ownership guideline compliance status for the CFO are not disclosed in reviewed filings; insider transactions cited from SEC/IR sources.