William Bosway
GIBRALTAR INDUSTRIESAbout William Bosway
William T. Bosway is Chairman of the Board (since January 2022), President and Chief Executive Officer (since January 2019) of Gibraltar Industries (ROCK); age 59 as of March 17, 2025, with prior leadership roles at Dover Corporation and Emerson Electric. He holds a BS in Finance (Miami University) and an MS in Industrial Marketing & Strategy (Purdue Krannert) . Under his tenure, 2024 net sales were $1.31B with adjusted EPS of $4.25, ROIC of 15.9%, and free cash flow equal to 11.8% of net sales; the value of a $100 investment in ROCK stood at $117 at year-end 2024 (company TSR series) . In 2023, GAAP and adjusted operating income grew 34% and 16%, respectively, with adjusted EBITDA up 15% on essentially flat sales, reflecting operational improvements and portfolio actions .
Past Roles
| Organization | Role | Years | Strategic Impact/Scope |
|---|---|---|---|
| Dover Corporation (Refrigeration & Food Equipment) | President & CEO, Division | 2016–2018 | Led a diversified global manufacturing division focused on refrigeration/food equipment . |
| Emerson Electric (Emerson Climate Technologies) | Group VP, Solutions & Technology | 2008–2016 | Oversaw technology/solutions across climate technologies with global industrial exposure . |
External Roles
| Organization | Role | Years | Committees / Notes |
|---|---|---|---|
| Sterling Infrastructure, Inc. (Nasdaq: STRL) | Independent Director | Since Feb 2024 | Audit; Corporate Governance & Nominating . |
Fixed Compensation
| Year | Base Salary ($) | % Change YoY |
|---|---|---|
| 2024 | 880,000 | 3.5% |
| 2023 | 850,000 | — |
| Perquisites (2024) | Amount ($) |
|---|---|
| 401(k) Match | 11,914 |
| Healthcare Expense Reimbursement | 7,449 |
| Personal Use of Company Auto | 2,406 |
| Tax Planning | 1,670 |
| Total | 23,439 |
Performance Compensation
Annual Cash Incentive (MICP) – Design and 2024 Outcomes
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Structure: 75% weighted to Net Sales and Adjusted EPS via a 9×9 matrix; 25% to Days Working Capital (DWC); payout range 0–200% with 35% at threshold .
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2024 Company Actuals vs Targets and Payout Factors:
| Metric | Threshold | 100% Target | 200% | Actual 2024 | Payout Factor | |---|---:|---:|---:|---:|---:| | Net Sales ($mm) | 1,296 | 1,464 | 1,648 | 1,309 | 35.0% | | Adjusted EPS ($) | 4.17 | 4.71 | 5.30 | 4.25 | 35.0% | | DWC (days) | 57.9 | 53.0 | 48.4 | 52.4 | 100.0% | -
CEO 2024 MICP mechanics and result:
| Item | Value | |---|---| | Target Bonus (% of Salary) | 120% | | Target Bonus ($) | 1,056,000 | | Actual Payout (%) | 51.3% | | Actual Payout ($) | 541,728 |
Long-Term Incentive (LTI): RSUs and PSUs
- 2024 LTI Target Mix (CEO): RSUs = 125% of salary ($1,100,000); PSUs = 225% of salary ($1,980,000); CEO’s award weighted 64% PSUs, with time-vested RSUs 19% of target mix .
- Vesting & Metrics: RSUs vest ratably over 4 years; PSUs are earned on a one-year ROIC performance determination and cliff-vest after 3 years (max 200% of target) .
- Prior-Year PSU Performance Example: 2023 PSUs paid at 200% of target based on ROIC at the 200% achievement level .
Equity Ownership & Alignment
| Ownership Snapshot (as of Mar 17, 2025) | Value |
|---|---|
| Beneficially Owned Shares | 106,898; <1% of outstanding |
| All Directors & Officers as a Group (12 persons) | 160,138 shares; 0.5% of outstanding |
| Anti-Hedging / Anti-Pledging | Prohibited; no director or officer has hedged/pledged ROCK shares |
- Outstanding Awards (FY 2023 year-end disclosure – selected): Bosway held multiple unvested RSU grants (e.g., 4,182; 5,856; 16,456; 19,882 units by grant), and PSUs (e.g., 71,574 units earned for 2023 cycle), indicative of multi-year vesting overhang that can create scheduled delivery windows .
- Nonqualified Deferred Compensation (2018 MSPP): CEO had $7,730,367 of total MSPP value as of Dec 31, 2024, including $7,225,601 in hypothetical units tracking ROCK stock; deferred balances earn interest at average quarterly 10-year Treasury rates + 2% until distribution, and the company match vests after five years of service .
- Stock Ownership Guidelines: The company maintains executive stock ownership guidelines (specific multiples not disclosed in the excerpts cited) .
Employment Terms
Severance and Change-in-Control (CiC)
| Provision | CEO Terms |
|---|---|
| Severance (termination without cause or CEO resignation for good reason) | 2× base salary, payable over 2 years |
| CiC Plan (double-trigger within 24 months post-CiC) | Lump sum 2.5× (salary + target annual bonus); plus 2.5× COBRA subsidy differential, subject to release of claims |
| Equity Treatment at Termination | RSUs pay upon certain terminations (incl. CEO good reason, retirement with age/service conditions); PSUs pay for earned cycles; unassumed awards under CiC may pay at target for in-flight cycles |
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Payments on Hypothetical Termination (as of 12/31/2024; stock price $58.90):
| Scenario | Severance ($) | Non-Equity Incentive ($) | Nonqualified Deferred Comp ($) | LTIP (RSUs/PSUs) ($) | Total ($) | |---|---:|---:|---:|---:|---:| | Voluntary Termination | — | — | 7,730,367 | — | 7,730,367 | | Good Reason | 1,760,000 | 866,765 | 7,730,367 | 8,829,287 | 19,186,419 | | Retirement | — | 866,765 | 7,730,367 | 7,320,034 | 15,917,166 | | Termination without Cause | 1,760,000 | 866,765 | 7,730,367 | 8,829,287 | 19,186,419 | | For Cause | — | — | 7,730,367 | — | 7,730,367 | | Death | — | 866,765 | 7,730,367 | 8,829,287 | 17,426,419 | | Disability | 440,000 | 866,765 | 7,730,367 | 8,829,287 | 17,866,419 | -
Clawback and Taxes: Clawback policy applies; no excise tax gross-ups on parachute payments .
Board Governance (director service, committees, dual-role implications)
- Board Service: Director since 2019; Chairman since 2022; currently the combined Chair/CEO structure is in place .
- Independence: Bosway is not independent; all committee members are independent under Nasdaq/SEC rules .
- Lead Independent Director: Atlee Valentine Pope; independent directors meet in executive session each quarterly meeting; Lead Independent Director has robust authorities (agenda consult, executive sessions, liaison with Chair/CEO) to mitigate combined-role concerns .
- Committees: Four standing committees (Audit & Risk; Capital Structure & Asset Management; Compensation & Human Capital; Nominating, Governance & CSR), all composed solely of independent directors .
- Attendance: In 2024 the Board met eight times; each director attended at least 75% of meetings and committee meetings during their service .
Performance & Track Record (selected)
| Measure | 2024 | 2023 | Notes |
|---|---|---|---|
| Net Sales ($) | 1,308,764,000 | ~1.4B flat vs 2022 (from 2024 proxy) | 2024 down 5% YoY; portfolio optimization actions noted . |
| Adjusted EPS ($) | 4.25 | 4.11 | Non-GAAP reconciliation in appendices . |
| ROIC (%) | 15.90 | 15.10 | Company-selected pay linkage metric . |
| Free Cash Flow (% of Sales) | 11.8% | 15% (2023) | 2023: FCF equal to 15% of sales . |
| TSR ($100 start) | $117 | $157 | Pay vs Performance table (company TSR) . |
| Adjusted EBITDA Growth | — | +15% (2023) | On essentially flat sales . |
Compensation Governance, Peer Group, and Say‑on‑Pay
- Pay Mix and Alignment: In 2024, 64% of CEO target compensation was performance-based with an additional 19% in time-vested RSUs; PSUs vest after 3 years based on ROIC; annual MICP caps at 200% and uses net sales, adjusted EPS, and DWC .
- Peer Group & Advisors: 2024 peer group includes AAON, Albany International, American Woodmark, Apogee, Armstrong World, Array Technologies (added), Eagle Materials, Griffon, Insteel, L.B. Foster, Masonite, PGT Innovations, Quanex, Simpson Manufacturing, Trex; Willis Towers Watson (independent) advised in 2024–2025; Korn Ferry advised in 2023 .
- Say‑on‑Pay Support: 97% support at the 2024 annual meeting; 98.2% support in 2023 .
Employment & Contract Highlights
| Term | Detail |
|---|---|
| Start as CEO | January 2019 |
| Chairman | Since January 2022 |
| Non-Compete/Non-Solicit | Not detailed in cited excerpts (no disclosure provided in the sections reviewed). |
| Deferred Compensation | 2018 MSPP with company match (5-year service vest), interest accrual at average quarterly 10-year Treasury + 2% until distribution . |
Risk Indicators & Red Flags (as disclosed)
- No hedging or pledging of company stock by directors or executives; policy prohibits both .
- No excise tax gross-ups on CiC payments; clawback policy in place .
- Double‑trigger CiC protections; no single‑trigger equity cash‑outs if assumed/substituted .
- Related‑party transactions: none in 2024 requiring review/approval under policy .
- Compensation risk assessed as aligned with long‑term value creation (balanced measures, caps, ownership rules) .
Investment Implications
- Pay-for-performance is credible: 2024 bonus paid at 51.3% amid softer top-line, while multi-year PSUs are tied to ROIC with capped leverage—limiting windfalls and aligning to capital discipline .
- Retention risk appears moderate: sizable deferred compensation balance ($7.7M MSPP) and ongoing multi-year equity vesting create stickiness; severance is measured (2× salary) outside CiC but higher under double-trigger CiC (2.5× salary+target bonus) .
- Selling pressure windows: annual RSU tranches (4-year) and 3-year PSU cliffs can create periodic delivery events; anti‑hedge/pledge policy reduces misalignment risk from derivatives or collateralized holdings .
- Governance check: combined Chair/CEO structure is mitigated by an empowered Lead Independent Director and fully independent committees; strong Say‑on‑Pay (97%) suggests investors currently view incentives as aligned .