Linda Myers
GIBRALTAR INDUSTRIESAbout Linda Myers
Linda K. Myers (age 60) has served as an independent director of Gibraltar Industries, Inc. (ROCK) since February 2020 and currently chairs the Nominating, Governance and Corporate Social Responsibility (NG&CSR) Committee while serving on the Compensation and Human Capital (CHC) and Capital Structure & Asset Management committees . She retired in February 2022 from Kirkland & Ellis LLP after nearly three decades, including service on the firm’s Global Management Committee (2010–2020), Audit, Finance, and Associate/Partner Compensation committees, and as Chair of the Administrative Committee, bringing deep finance and legal expertise . The Board has determined she is independent under Nasdaq and SEC standards; in 2024 the Board met eight times, and each director attended at least 75% of Board and committee meetings during their service period .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kirkland & Ellis LLP | Senior Partner; original member and leader within Debt Finance Practice Group | 1994–Feb 2022 | Global Management Committee (2010–2020); Audit; Finance; Associate & Partner Compensation; Chair, Administrative Committee (2009–retirement) |
External Roles
| Organization | Role | Tenure/Start | Committees |
|---|---|---|---|
| LCI Industries (NYSE) | Independent Director | Elected Nov 2022 | Chair, Corporate Governance, Nominating & Sustainability; Member, Risk; Member, Strategy, Acquisition & Capital Deployment |
| Marex Group plc (Nasdaq) | Independent Non-Executive Director | Appointed Jan 2024 | Chair, Remuneration; Member, Audit & Compliance; Member, Mergers & Acquisitions |
| National Philanthropic Trust | Chair of the Board | N/A | Chair, Executive Committee; Member, Nominating & Governance |
| Kinzie Capital | LP Advisory Committee Member | N/A | Advisory role |
| Chelsea Lighting (private) | Director | N/A | Board member |
Board Governance
- Committee assignments: Chair, NG&CSR; Member, Compensation & Human Capital; Member, Capital Structure & Asset Management .
- Independence: Board determined Myers is independent under Nasdaq and SEC rules; all committee members on her committees are independent under applicable standards .
- Attendance: In 2024, the Board held eight meetings; each director attended at least 75% of aggregate Board and committee meetings during their service, and all nominees attended the 2024 annual meeting .
- Lead Independent Director: Atlee Valentine Pope serves as Lead Independent Director (context for board leadership structure) .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Nominating, Governance & CSR | Chair | — |
| Compensation & Human Capital | Member | 5 |
| Capital Structure & Asset Management | Member | 6 |
Fixed Compensation
| 2024 Non‑Employee Director Compensation (ROCK) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $106,667 |
| Stock Awards (Grant‑date fair value) | $114,996 |
| Total | $221,663 |
| 2024 Program Elements (Non‑Employee Directors) | Amount/Terms |
|---|---|
| Annual Cash Retainer | $95,000 |
| Annual Stock Award (fair value) | $115,000 |
| Lead Independent Director additional cash fee | $50,000 |
| Committee Chair additional cash fees (effective May 1, 2024) | Audit: $20,000; CHC: $18,000; Capital Structure: $15,000; NG&CSR: $15,000 |
| Committee Chair fees (Jan 1–Apr 30, 2024) | Audit: $10,000; CHC: $7,500; Capital Structure: $7,500; NG&CSR: $5,000 |
| Perquisites | None (reimbursement for out‑of‑pocket board education/meeting expenses only) |
| 2024 Equity Grant Details | Value |
|---|---|
| Grant Date (regular awards) | May 1, 2024 |
| Closing Price per Share on Grant Date | $68.86 |
| Grant‑Date Fair Value (Myers) | $114,996 |
Notes:
- The Compensation & Human Capital Committee engaged Willis Towers Watson to review director compensation; in April 2024 the committee maintained cash retainer and stock award levels and increased chair fees effective May 1, 2024 .
Performance Compensation
| Feature | Disclosure |
|---|---|
| Performance‑based director awards | None disclosed; non‑employee director stock awards vest immediately upon grant (no performance metrics) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| LCI Industries | Independent Director | Chair: Corporate Governance, Nominating & Sustainability; Member: Risk; Member: Strategy, Acquisition & Capital Deployment | Elected Nov 2022 |
| Marex Group plc | Independent Non‑Executive Director | Chair: Remuneration; Member: Audit & Compliance; Member: M&A | Appointed Jan 2024 |
- Number of other public boards: Two .
Expertise & Qualifications
- Finance and legal expertise from leading and advising complex financings as a senior partner at Kirkland & Ellis; service on firm Audit, Finance, and Compensation committees signals governance depth .
- Board governance and human capital expertise; identified skills include Senior Leadership, Governance, CSR, Human Capital, Finance, and Legal .
Equity Ownership
| Ownership and Alignment Item | Amount/Status |
|---|---|
| Beneficially owned ROCK shares | 11,477 (<1% of class) |
| Deferred Share Units (DSUs) at 12/31/24 | 4,993 |
| Deferral Units under MSPP at 12/31/24 | 2,811 |
| Aggregate DSUs + Deferral Units (vested but not distributed) | 7,804 |
- Anti‑hedging/pledging: Policy prohibits hedging and pledging; no director or executive officer has hedged or pledged Company stock .
- Stock ownership guidelines: Non‑employee directors must hold 350% of annual retainer in Company stock or permitted equity interest within three years; includes spouse/minor children holdings, DSUs, and RSUs; valued at current fair market value .
Governance Assessment
- Strengths: Independent director with deep finance/legal background; chairs NG&CSR and serves on CHC and Capital Structure committees, aligning expertise with governance, human capital, and capital allocation oversight . Attendance met at least the Company’s 75% threshold in 2024, and all nominees attended the annual meeting, indicating engagement . Anti‑hedging/pledging policy with no hedging/pledging reported and no related‑party transactions in 2024 reduce alignment and conflict risks .
- Compensation alignment: Director pay mix balanced between cash retainer and equity; equity vests immediately but DSUs/deferral units indicate deferred alignment and post‑service settlement, and program is periodically reviewed by an external consultant (WTW) .
- Watch items: She serves on two other public company boards (LCI Industries and Marex Group plc); investors may monitor overall board workload and potential interlocks, though no related‑party transactions were reported in 2024 .
- RED FLAGS: None identified—no related‑party transactions; anti‑hedging/pledging in place with no exceptions reported; attendance threshold met .