William Bosway
STERLING INFRASTRUCTUREAbout William T. Bosway
Independent director at Sterling Infrastructure, Inc. since March 7, 2024; age 59. Currently CEO and Chairman of Gibraltar Industries, Inc.; prior senior leadership at Dover Corporation and Emerson Electric Co. He serves on STRL’s Audit Committee and Corporate Governance & Nominating Committee; board determined he is independent under NASDAQ and SEC rules, and he attended 100% of board and committee meetings in 2024. Audit committee financial expert designation applies to Cregg and Dill (not Bosway).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gibraltar Industries, Inc. | President & CEO; Director (2019–2021); CEO & Chairman (since Jan 2022) | 2019–Present | Public company C-suite and board leadership; manufacturing and acquisition growth expertise |
| Dover Corporation | President & CEO, Refrigeration & Food Equipment Division | Jun 2016–Dec 2018 | Led diversified manufacturing division; operational execution |
| Emerson Electric Co. (Emerson Climate Technologies) | Group VP, Solutions & Technology | May 2008–Jun 2016 | Technology and solutions leadership in industrial/commercial products |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Gibraltar Industries, Inc. (NASDAQ) | Director; President & CEO (2019–2021); CEO & Chairman (since 2022) | 2019–Present | Other public company directorship; no STRL interlocks disclosed |
Board Governance
- Committees: Audit; Corporate Governance & Nominating. Added to both effective March 7, 2024. Audit committee held 7 meetings; Governance/Nominating held 5 meetings in 2024; all committees are 100% independent.
- Independence: Board determined Bosway (and other non-CEO directors) are independent per NASDAQ/SEC.
- Attendance: Board met 5 times in 2024; each director participated in 100% of board and relevant committee meetings; all directors attended the 2024 annual meeting.
- Leadership structure: Separate Chair (Cregg) and CEO roles; independent directors regularly meet in executive session.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual board retainer (cash) | $100,000 | Paid monthly; applies to non-employee directors (incl. chair) |
| Committee chair fees | $25,000 (Audit); $15,000 (Comp); $15,000 (Gov/Nom) | If serving as chair; paid monthly |
| Board chair supplemental retainer | $120,000 | Paid monthly |
| Meeting fees | None | Expenses reimbursed; no per-meeting fees |
2024 Compensation (Bosway)
| Year | Fees Earned (Cash) | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| 2024 | $81,720 | $134,980 | $216,700 |
Performance Compensation
Director equity awards are time-based restricted stock under the shareholder-approved plan.
| Grant Date | Shares Granted | Grant-Date Price | Grant-Date Fair Value | Vesting | Accelerated Vesting |
|---|---|---|---|---|---|
| May 9, 2024 | 1,074 | $125.68/share | $134,980 | Vests trading day before 2025 annual meeting | Accelerates upon death, permanent disability, or qualifying change of control; forfeited if director ceases service (other than death/disability) before vest |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Potential Conflict Notes |
|---|---|---|---|
| Gibraltar Industries, Inc. | CEO & Chairman; Director since 2019 | None disclosed with STRL | STRL reports no related-party transactions since Jan 1, 2024; audit committee reviews any Item 404 transactions |
Expertise & Qualifications
- Public company C-suite leadership; manufacturing operations; organic and acquisition growth; operational execution across diverse markets.
- Financial, accounting, and reporting experience at public companies; governance and strategy background.
Equity Ownership
| Holder | Shares Not Subject to Unvested Awards | Unvested Restricted Stock | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| William T. Bosway | 192 | 1,074 | 1,266 | <1% (based on 30,416,977 shares) |
Stock Ownership Guidelines (Directors)
- Requirement: 5× annual cash retainer ($500,000 at current $100,000 retainer); counted at greater of market or grant-date FV; unvested restricted shares count.
- Compliance: All non-employee directors except Bosway exceed targets; Bosway is within guidelines and has until March 2029 to reach target ownership.
Governance Assessment
- Strengths: Independent status; dual committee membership (audit and governance); 100% attendance; clear separation of Chair/CEO; robust board evaluation, succession planning, and executive session practices—supportive of board effectiveness.
- Alignment: Director equity with one-year vest promotes ownership; director ownership guidelines with five-year compliance window; Bosway accumulating shares post-appointment.
- Compensation Quality: Cash/equity mix aligned with peers after 2023 review; no director meeting fees; structured chair and chair-committee retainers.
- Conflicts/Related Party: None reportable under Item 404(a) since Jan 1, 2024; audit committee oversight of related-party transactions reduces conflict risk.
- Watch items: Not designated an audit committee financial expert; significant external role as CEO/Chair of Gibraltar implies time commitment considerations, though independence affirmed and attendance was perfect in 2024.