Manish Shah
GIBRALTAR INDUSTRIESAbout Manish Shah
Manish H. Shah (age 60) has served as an independent director of Gibraltar Industries, Inc. since February 2021. He is Chief Digital Transformation Officer at ServiceNow (since September 2022) and founder/principal of Gnosis Advisory Group (since December 2021). His background spans senior leadership in healthcare IT, digital transformation, interoperability, cybersecurity, and analytics, including CIO roles and infrastructure leadership at major health systems. Core credentials noted by the board include Senior Leadership, Governance, Operations, Portfolio Management, and Digital expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ServiceNow | Chief Digital Transformation Officer | Since Sep 2022 | Digital transformation, cybersecurity, enterprise workflows |
| Gnosis Advisory Group | Founder & Principal | Since Dec 2021 | Business leadership advisory |
| Community Health Systems | SVP & CIO | 2013–2020 | Led patient digital experience; technology and digital systems; focus on digital transformation, interoperability, BI/analytics across 85 hospitals in 16 states |
| Aurora Health Care | SVP IT Infrastructure | Prior to CHS | IT infrastructure leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quanex Building Products Corporation (NYSE: NX) | Director | Since Aug 2024 | Audit Committee; Nominating & Corporate Governance Committee |
| National Philanthropic Trust | Board of Trustees | Since 2021 | Audit & Risk Committee; Human Resource Committee |
| The Heritage Healthcare Technology Fund | Member | Prior role (dates not specified) | Advisory role |
| Nashville Technology Council | Member | Prior role (dates not specified) | Advisory role |
| Center for Medical Interoperability | Member | Prior role (dates not specified) | Interoperability advocacy |
| Google Productivity & Collaboration Customer Advisory Board | Advisory Board Member | Prior role (dates not specified) | Technology advisory |
| AT&T and Verizon | Advisory Board Member | Prior role (dates not specified) | Telecom/enterprise advisory |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent under Nasdaq/SEC rules |
| Board tenure | Director since February 2021 |
| Committee assignments (2024) | Audit & Risk (Member); Nominating, Governance & Corporate Social Responsibility (Member) |
| Committee financial expert designation | Not designated; Barberio and Nish designated financial experts |
| Attendance | Board held 8 meetings; each director attended at least 75% of Board and relevant committee meetings; all nominees attended 2024 annual meeting |
| Lead Independent Director | Atlee Valentine Pope |
| Risk oversight | Audit & Risk Committee oversight of financial reporting, internal controls, audit independence, compliance, related-party review, enterprise risk; recommended inclusion of audited 2024 financials in 10-K |
Fixed Compensation
| Element (Non-Employee Directors – 2024) | Amount |
|---|---|
| Annual Cash Retainer | $95,000 |
| Annual Stock Award (grant-date fair value) | $115,000; shares vest immediately (May 2024 grant for Shah at $68.86 closing price) |
| Lead Independent Director additional fee | $50,000 |
| Committee Chair fees (effective May 1, 2024) | Audit & Risk $20,000; Compensation & Human Capital $18,000; Capital Structure & Asset Management $15,000; Nominating, Governance & CSR $15,000 |
| Perquisites | None; reimbursed out-of-pocket expenses for meetings and education |
| 2024 Director Compensation – Manish H. Shah | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Amount | 95,000 | 114,996 | 209,996 |
Additional detail:
- Shah deferred 100% of his annual cash retainer into Deferral Units under the MSPP; credited 1,350.98 Deferral Units .
- Non-employee directors may defer stock awards into DSUs; DSUs convert to shares 6 months after service ends .
Performance Compensation
| Metric Design | Terms |
|---|---|
| Performance-based elements in director pay | Not disclosed; annual stock awards vest immediately and are not tied to performance metrics |
| Deferred instruments | DSUs (settled in shares post-termination) and cash Deferral Units via MSPP; no performance targets attached |
Other Directorships & Interlocks
| Company | Sector Overlap | Role/Committees | Potential Interlock Notes |
|---|---|---|---|
| Quanex Building Products (NYSE: NX) | Building products manufacturing | Director; Audit; Nominating & Corporate Governance | No related-party transactions with ROCK disclosed in 2024; Audit & Risk Committee reported none |
Expertise & Qualifications
- Digital transformation, cybersecurity, interoperability, and enterprise systems implementation experience; prior CIO and IT infrastructure leadership in healthcare .
- Board-noted skills: Senior Leadership, Governance, Operations, Portfolio Management, Digital .
- Service on audit and governance committees at ROCK and Quanex enhances oversight of risk and governance .
Equity Ownership
| Ownership Category (as of Mar 17, 2025) | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 2,460 | Less than 1% of class |
| DSUs (vested but not distributed) | 5,043 | Converts to shares six months after service ends |
| Deferral Units (MSPP; cash-settled at distribution) | 4,873 | Cash value based on 200-day rolling average at distribution; credited 1,350.98 units from 2024 deferral |
| Aggregate vested but undelivered (DSUs + Deferral Units) | 9,916 | Mix of future share delivery and cash-settled units |
| Stock ownership guidelines | Non-employee directors must hold 350% of retainer in shares/equity interests within 3 years; value includes common stock, DSUs, RSUs; current FMV basis | |
| Hedging/Pledging | Company governance highlights include anti-hedging and anti-pledging policies |
Governance Assessment
- Independence and roles: Shah is independent and serves on Audit & Risk and Nominating/Governance/CSR committees, supporting risk oversight and board governance. Attendance met board thresholds in 2024, indicating engagement .
- Pay and alignment: Compensation mix is balanced ($95k cash, ~$115k equity), with immediate vesting of equity; his full cash retainer deferral and substantial DSUs indicate long-term alignment and skin-in-the-game via post-service share delivery mechanisms .
- Ownership and policies: Beneficial ownership is modest (<1%), but DSUs/deferrals bolster alignment; stock ownership guidelines at 350% of retainer and anti-hedging/pledging policies strengthen governance posture .
- Other boards: Service on Quanex’s board/committees adds cross-industry insight; no related-party transactions disclosed for 2024 reduces conflict risk. Continued monitoring advisable given sector adjacency .
RED FLAGS
- None disclosed in 2024 for related-party transactions; no pledging disclosures; attendance met minimums. Note multi-role time commitment risk (ServiceNow executive role plus two boards) for potential bandwidth constraints; no specific concerns disclosed by the company .