Katherine Bolanowski
GIBRALTAR INDUSTRIESAbout Katherine Bolanowski
Katherine E. Bolanowski is General Counsel, Vice President and Secretary of Gibraltar Industries, appointed General Counsel in November 2020 and Vice President and Secretary in February 2022. She is 41, holds a bachelor’s degree in economics from Pomona College and a J.D. from The University of Chicago Law School; prior to Gibraltar she was an associate and partner at Kirkland & Ellis LLP (2011–2020) . Company performance levers tied to her compensation include ROIC, net sales, adjusted EPS, and DWC; in 2024 the company delivered ROIC of 15.90%, net income of $137.3M, and TSR of 17% based on a $100 initial investment (company $117 vs peer $197) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kirkland & Ellis LLP | Associate and Partner | Feb 2011–Nov 2020 | Not disclosed |
External Roles
No public company directorships or external roles disclosed for Ms. Bolanowski .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $367,799 | $383,654 | $399,216 |
| All Other Compensation ($) | $6,590 | $12,685 | $17,905 |
| Annualized Base Salary ($) | — | $386,664 | $402,131 |
| Annualized Base Salary % Change | — | — | 4.0% |
| Target Bonus (% of Base) | — | — | 35% |
| Annual MICP Target ($) | — | — | $140,746 |
| Annual MICP Actual Payout ($) | — | — | $72,203 (51.3% of target) |
Note: DEF 14A footnote explains salary columns may differ due to timing of increases and deferrals under the MSPP .
Summary Compensation (Total Pay Mix)
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $367,799 | $383,654 | $399,216 |
| Stock Awards | $240,499 | $270,620 | $361,809 |
| Non-Equity Incentive Plan (MICP) | $89,358 | $157,933 | $72,203 |
| Change in Pension Value & Nonqualified Deferred Comp Earnings | $36,780 | $91,981 | $134,681 |
| All Other Compensation | $6,590 | $12,685 | $17,905 |
| Total | $741,026 | $916,873 | $985,814 |
Performance Compensation
Annual MICP Design and Results (FY 2024)
| Metric | Weighting | Threshold | Target (100%) | 200% Level | Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Net Sales (USD mm) | 75% | $1,296 | $1,464 | $1,648 | $1,309 | 35.0% |
| Adjusted EPS (USD) | 75% | $4.17 | $4.71 | $5.30 | $4.25 | 35.0% |
| Days Working Capital (days) | 25% | 57.9 | 53.0 | 48.4 | 52.4 | 100.0% |
| Individual Payout (as % of target) | — | — | — | — | — | 51.3% for Bolanowski |
Structure: Net sales and adjusted EPS are evaluated via a 9×9 matrix for 75% of payout; DWC drives the remaining 25%. Bolanowski’s actual MICP payout was $72,203 vs $140,746 target (51.3%) .
Long-Term Incentive (RSUs and PSUs)
- RSUs: Time-vested in equal annual installments over four years from first anniversary of grant date .
- PSUs: Performance measured on one-year ROIC; awards cliff-vest three years from grant. 2024 ROIC target 17.0% (threshold 15.0%; max payout 200% at ≥19.0%). NEOs earned 45.0% of targeted PSUs for 2024 .
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Performance Metric | Metric Target | % Earned | Vesting |
|---|---|---|---|---|---|---|---|
| RSU (LTIP) | 3/1/2024 | 1,811 | $140,715 | n/a | n/a | n/a | 4-year ratable from 3/1/2025 |
| PSU (LTIP) – Target | 3/1/2024 | 2,070 | $160,839 | ROIC | 17.0% | 45.0% | Cliff after 3 years |
| PSU (LTIP) – Earned | 2024 performance | 932 | $72,416 | ROIC actual | 15.90% | 45.0% | Cliff after 3 years |
| RSU (Supplemental Pool) | 3/8/2024 | 1,371 | $94,760 | n/a | n/a | n/a | 3-year cliff typical (CEO pool) |
| RSU (Discretionary) | 11/1/2024 | 900 | $60,255 | n/a | n/a | n/a | Cliff at end of 3 periods, on 11/1/2027; accel on death/disability; forfeiture if earlier termination |
Stock Awards Vested and Realized (FY 2024)
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Katherine E. Bolanowski | 1,288 | $100,078 |
No option exercises in 2024 .
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards (as of March 17, 2025)
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 3,347; less than 1% of shares outstanding |
| Shares outstanding | 29,674,433 |
| Hedging/Pledging | Prohibited; none by any director or executive officer |
| Executive stock ownership guidelines | Vice Presidents: 50% of base salary in shares/equity within 3 years of appointment |
Outstanding Unvested Equity (FYE 2024)
| Grant Date | Type | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| 3/1/2021 | RSU | 254 | $14,961 |
| 3/1/2022 | RSU | 984 | $57,958 |
| 3/1/2022 | PSU (earned) | 1,905 | $112,205 |
| 3/1/2023 | RSU | 1,628 | $95,889 |
| 3/1/2023 | PSU (earned) | 5,788 | $340,913 |
| 3/1/2024 | RSU | 1,811 | $106,668 |
| 3/1/2024 | PSU (earned) | 932 | $54,895 |
| 11/1/2024 | RSU (Discretionary) | 900 | $53,010 |
Stock ownership guideline compliance status for Ms. Bolanowski not disclosed .
Non-Qualified Deferred Compensation (2018 MSPP) – FY 2024
| Item | Amount |
|---|---|
| Executive contribution | $257,737 |
| Company matching contribution | $134,681 |
| Aggregate earnings (FY) | $110,141 |
| Aggregate year-end balance | $1,100,281 |
| Matching Units credited (FY 2024) | 1,922 units |
| Payment mechanics | Lump sum or 5/10 annual installments; undistributed balance earns 10-year U.S. Treasury average + 2% |
| Vesting of match | Match generally vests after 5-year vesting commencement date; earlier vest on certain terminations (without cause, good reason, death/disability); forfeiture otherwise |
Employment Terms
| Term | Key Provisions |
|---|---|
| Change-in-Control (CiC) Plan | Double-trigger required (CiC + termination within 24 months); lump sum severance equal to 2× (base salary + target annual cash incentive) for executives other than CEO; 2× COBRA subsidy differential; release required; no excise tax gross-ups |
| RSU treatment on termination/CiC | Pay RSUs if termination without cause, CEO good reason, retirement (≥1 year from grant, age ≥60, ≥5 years service); if awards not assumed in CiC, pay outstanding RSUs |
| PSU treatment on termination/CiC | Pay PSUs earned prior to termination; if awards not assumed in CiC, pay earned PSUs and post-CiC PSUs at target for periods ending after CiC |
| Salary Continuation Plan (disability) | Six months of salary continuation for eligible salaried exempt employees; Bolanowski eligible based on service |
| Perquisites and benefits | Healthcare, healthcare reimbursement, tax planning services, personal use of company automobiles; 401(k) match (100% of first 3%, 50% of next 2%) |
| Clawback policy | Dodd-Frank compliant clawback adopted Oct 2, 2023; recovery of incentive-based comp upon certain accounting restatements; prior policy addressed fraud-linked restatements |
| Hedging/Pledging policy | Prohibited; none by directors or executive officers |
Potential Payments upon Termination (as of 12/31/2024)
| Scenario | Non-Equity Incentive Compensation ($) | Non-Qualified Deferred Compensation ($) | LTIP ($) | Total ($) |
|---|---|---|---|---|
| Voluntary Termination | — | $740,673 | — | $740,673 |
| Retirement | $115,525 | $1,100,281 | $621,926 | $1,837,732 |
| Termination Without Cause | $115,525 | $1,100,281 | $783,489 | $1,999,295 |
| Termination for Cause | — | $740,673 | — | $740,673 |
| Death | $115,525 | $1,100,281 | $836,499 | $2,052,305 |
| Disability | $115,525 | $1,100,281 | $836,499 | $2,253,371 |
Governance, Peer Benchmarking, and Shareholder Feedback
- Compensation Committee members: Mark G. Barberio (Chair), Gwendolyn G. Mizell, Linda K. Myers, Atlee Valentine Pope .
- Pay-for-performance philosophy; use of independent consultants and market/peer data; 97% Say-on-Pay approval in 2024 for 2023 program .
- Executives have stock ownership guidelines and anti-hedging/anti-pledging policies; no single-trigger CiC provisions; no excise tax gross-ups .
Investment Implications
- Alignment: Significant at-risk pay via PSUs tied 100% to ROIC and cash MICP tied to net sales/EPS/DWC; 2024 PSU earn-out at 45% underscores tight linkage to capital efficiency outcomes .
- Retention and supply calendar: Multiple unvested RSU/PSU tranches (2011–2024 grants outstanding) with four-year RSU ratable schedules and PSU 3-year cliffs; discretionary RSUs cliff at 11/1/2027—plan for periodic vest-driven liquidity around anniversaries and 2027 cliffs .
- Ownership: Direct beneficial ownership is modest (3,347 shares; <1%), but meaningful unvested equity and substantial deferrals ($1.10M MSPP balance) create financial alignment; hedging/pledging prohibited, reducing misalignment risk .
- Downside/COC protection: Double-trigger CiC severance of 2× base+target bonus plus COBRA subsidy, and favorable RSU/PSU treatment if not assumed, mitigate retention risk during strategic events; clawback provides governance backstop .
- Performance signal: 2024 TSR +17% and ROIC 15.90% with net sales/EPS below 100% targets yielded 51.3% MICP payout; expect compensation sensitivity to operating leverage and working capital discipline in future periods .