Gary Robinette
About Gary Robinette
Independent Director at Champion Homes, Inc. (SKY) since 2018; age 76. Former President, CEO, Vice Chairman, and Chairman of Ply Gem (2006–2018; Chairman Emeritus until November 2020), prior senior roles in building products and housing supply. Education: B.S. in Accounting (Tiffin University) and M.B.A. (Xavier University); served on Xavier’s Board of Trustees and Harvard’s Joint Center for Housing Studies Policy Advisory Board for 20 years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ply Gem Industries Inc. | President & CEO; Vice Chairman (2013); Chairman (2015); Chairman Emeritus | 2006–2018; Emeritus until Nov 2020 | Led large building products company; governance leadership as Board Chair |
| Associated Metals, LLC | Chairman; Consultant | 2023–present (sale execution mandate in 2023) | Executed sale; continues advisory services |
| Champion Holdings | Board of Managers | 2010– | Predecessor-level board experience relevant to SKY |
| Stock Building Supply (Wolseley) | EVP & COO; Wolseley NA Mgmt Board member | 1998– | Operations leadership in building supply |
| Erb Lumber (Wolseley) | President | 1993–1998 | Business unit leadership |
| Carolina Holdings | CFO & VP | Predecessor to Stock Building Supply | Finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Two PE-sponsored companies | Director | Not disclosed | Private equity-affiliated boards; names not disclosed |
| Xavier University | Board of Trustees | Not disclosed | University governance |
| Harvard Joint Center for Housing Studies | Policy Advisory Board Member | ~20 years | Housing policy expertise |
| Associated Metals, LLC | Chairman; Consultant | 2023–present | Sale mandate; ongoing consultancy |
| Ply Gem Industries Inc. | Chairman Emeritus | Through Nov 2020 | Post-chair advisory role |
Board Governance
- Committees: Member, Nominating & Governance Committee; current members are Michael Berman, Chair Tawn Kelley, and Gary Robinette; committee met 7 times in FY 2025, indicating active board evaluation and director succession oversight .
- Independence: Board determined Robinette is independent under NYSE and SEC rules .
- Attendance & engagement: Board held 6 meetings in FY ended March 29, 2025; each incumbent director attended more than 75% of Board and committee meetings; four executive sessions held (with and without CEO) .
- Board leadership: Roles of Chair and CEO are separated; current non-executive Chair is Eddie Capel (independent), enabling independent board leadership .
- Governance enhancements: Director resignation policy adopted October 2024 for uncontested elections with majority-withheld outcomes, strengthening accountability .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $65,000 | Standard non-employee director retainer |
| Committee Member Fee (Nominating & Governance) | $7,500 | Committee member fee; no chair fee for Robinette |
| Board Chair/Committee Chair Fees | $0 | Not applicable to Robinette in FY 2025 |
| Total Cash Earned (FY 2025) | $72,500 | Sum of retainer + committee fee |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| RSUs (Annual Equity Retainer) | 2024-08-01 | 1,226 | $100,000 | RSUs vest on earlier of one-year anniversary or next Annual Meeting (July 24, 2025); delivery upon vesting or change in control; death/disability vesting protection |
- Performance metrics tied to director compensation: None disclosed; director equity is time-based RSUs, not PSU or performance-linked .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Notes |
|---|---|---|---|
| Two PE-sponsored companies | Private | Director | Names not disclosed; no SKY-related transactions disclosed |
| Associated Metals, LLC | Private | Chairman; Consultant | No related-party transaction with SKY disclosed |
| Ply Gem Industries Inc. | Private (historical) | Chairman Emeritus | No current SKY transaction disclosed |
Expertise & Qualifications
- Senior executive experience across housing/building products (Ply Gem; Stock Building Supply; Erb Lumber) with operational and financial leadership, supporting SKY’s housing industry strategy .
- Finance credentials (former CFO roles; B.S. Accounting, M.B.A.), M&A execution experience (Associated Metals sale) .
- Long-standing housing policy and governance exposure (Harvard housing studies advisory board; Xavier trustee) .
Equity Ownership
| Holder | Shares | Notes |
|---|---|---|
| Gary Robinette (direct and RSUs vesting ≤60 days) | 8,206 | Includes shares issuable within 60 days via RSUs |
| Robinette Family, LLC | 27,000 | Robinette retains voting rights on LLC-held shares |
| Total Beneficial Ownership | 35,206 | Less than 1% of shares outstanding |
| Ownership Guidelines Compliance | In compliance | Non-employee directors must hold 3x annual cash retainer; all non-employee directors in compliance as of 3/29/2025 except new director Fedewa |
| Pledging/Hedging | No pledging disclosed; hedging only in approved windows with pre-clearance | Company policy generally prohibits pledging/margin accounts; hedging requires pre-clearance and disclosure |
Governance Assessment
-
Strengths:
- Independent director with relevant industry and finance expertise; sits on Nominating & Governance Committee that met 7 times, indicating robust refreshment and evaluation processes .
- Attendance threshold met (>75%); Board held executive sessions (4), supporting independent oversight .
- Alignment via equity retainer ($100,000 RSUs) and beneficial ownership (35,206 shares), with compliance to director ownership guidelines (3x cash retainer) .
- Governance enhancements (director resignation policy), clawback policy for executives, and independent compensation consultant with no conflicts (WTW) demonstrate governance discipline .
-
Potential flags:
- Family LLC holding (27,000 shares) under Robinette’s voting control merits monitoring for any future related-party transactions; none disclosed in 2025 proxy .
- Director RSU delivery can occur upon change in control; while standard, investors should monitor potential acceleration optics in control contexts .
- Hedging permissible with pre-clearance; ensure ongoing adherence to insider trading policy and no use of pledging (prohibited) .
-
Other notes:
- No delinquent Section 16 filings disclosed for Robinette; proxy notes certain delinquencies for other individuals (Anderson, Helgren; officers) but not him .
- “Say-on-Pay” support for executive pay was 94.5% at 2024 meeting—supportive sentiment for compensation governance overall .
No related-party transactions involving Robinette were disclosed; the proxy states no adverse material interests among directors and affiliates, and outlines a formal review process for any related person transactions over $120,000 .