Mark Barberio

About Mark Barberio

Mark G. Barberio (age 62) has served as an independent director of Gibraltar Industries (ROCK) since June 2018. He is principal of Markapital, LLC (since 2013) and previously led Mark IV, LLC (global diversified manufacturer) in multiple roles including Co‑CEO and CFO, bringing deep experience in strategy, finance, operations, capital markets, M&A, and investor relations. He is designated an audit committee financial expert and currently chairs ROCK’s Compensation & Human Capital Committee; he also serves on the Audit & Risk and Capital Structure & Asset Management Committees .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Barberio is independent under Nasdaq and SEC rules; all key board committees are fully independent .
• Committee assignments and chair roles:
  • Compensation & Human Capital Committee: Chair; 5 meetings held in FY2024 .
  • Audit & Risk Committee: Member; 4 meetings held in FY2024; designated “audit committee financial expert” .
  • Capital Structure & Asset Management Committee: Member; 6 meetings held in FY2024 .
• Attendance: In 2024, the Board held eight meetings; each director attended at least 75% of the aggregate meetings of the Board and committees on which they served. All director nominees included in last year’s proxy attended the 2024 annual meeting .
• Board leadership structure: Combined Chair/CEO with a Lead Independent Director who runs executive sessions each quarterly board meeting and has robust agenda/liaison authorities (Lead Independent Director is Atlee Valentine Pope) .

Fixed Compensation

• Notes: Barberio became Compensation & Human Capital Committee Chair after April 30, 2024 (prior chair: Craig Hindman), implying a prorated chair fee at the new May 1 rate embedded in his $107,000 cash total . Directors may defer cash retainer into Deferral Units under the 2015 MSPP (paid in cash post‑service) and equity into DSUs (settled in stock post‑service) .

Performance Compensation

• Gibraltar’s director equity grants are not performance‑conditioned and vest immediately; Barberio received $114,996 in stock grants on May 1, 2024 based on the closing price ($68.86) and program value .
• As Compensation & Human Capital Committee Chair, Barberio oversees executive pay metrics. 2024 Annual MICP (short‑term incentive) weightings and outcomes:

Resulting MICP payout percentage(“MICP Payout Percentage”) by component: Net Sales 26.3%; Adjusted EPS 26.3%; DWC 25.0% . Example CEO payout: Target $1,056,000; Actual $541,728 (51.3%) .

• Long‑term PSUs (executive LTIP) are earned on one‑year ROIC performance with 3‑year cliff vesting; 2024 Target ROIC was 17.0%; Threshold 15.0%; Max 19.0% (200% of target shares). Actual 2024 ROIC was 15.9%, earning 45.0% of targeted PSUs .

Other Directorships & Interlocks

• Related party: The Audit & Risk Committee reported no related‑party transactions in 2024 under Item 404(a) policy .

Expertise & Qualifications

• Audit committee financial expert (SEC definition); deep finance, accounting, capital markets, M&A, and operational oversight experience .
• Governance leadership: chairs ROCK’s Compensation & Human Capital Committee; prior non‑executive chair roles at public companies; trustee/audit chair at RIT .
• Industry breadth across manufacturing, storage real estate, pharma, and energy storage .

Equity Ownership

• Director stock ownership guideline: 350% of retainer within 3 years; value includes common stock, RSUs, DSUs; current compliance status not disclosed .
• Hedging/pledging: Prohibited; no director or officer has hedged or pledged ROCK shares per policy .

Governance Assessment

• Strengths:
  • Independent director, audit committee financial expert, and Compensation & Human Capital Committee Chair overseeing robust pay‑for‑performance metrics (Net Sales, Adjusted EPS, DWC; ROIC for PSUs) with capped payouts and three‑year vesting, supported by a formal clawback policy effective Oct 2, 2023 .
  • Use of independent compensation consultant (WTW) vetted for independence, clear peer benchmarking, and formal stock ownership policies; anti‑hedging/anti‑pledging; no excise tax gross‑ups; double‑trigger change‑in‑control cash benefits only .
  • Board and committee independence, meeting cadence, and attendance (≥75% for all directors); all nominees attended the 2024 annual meeting; strong shareholder support on Say‑on‑Pay (97%) with no material program changes needed .
  • No related‑party transactions in 2024, reducing conflict risk .
• Watch items:
  • Combined Chair/CEO structure remains, albeit with an empowered Lead Independent Director and quarterly executive sessions; continue monitoring independence and challenge culture .
  • Multiple external roles are present but currently limited to one other public board per the nominee table; monitor time commitments and potential information flow conflicts, none disclosed in 2024 .

Compensation Committee Analysis (Context for pay oversight)

• Peer group (2024): Aaon, Albany International, American Woodmark, Apogee Enterprises, Armstrong World Industries, Array Technologies (added), Eagle Materials, Griffon, Insteel, L.B. Foster, Masonite, PGT Innovations, Quanex, Simpson Manufacturing, Trex; Removed: A.O. Smith, Enerpac Tool Group, Patrick Industries .
• Say‑on‑Pay: 97% approval at 2024 annual meeting; committee retained design with no material changes in response .