GIBRALTAR INDUSTRIES, INC. (NASDAQ:ROCK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
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Item 8.01 Other Events
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Item 9.01 Financial Statements and Exhibits
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EX-99.1
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EX-99.2
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Table of Contents
Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers
of Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers
Appointment of New Senior Vice President and Chief Financial
Officer
Officer
Effective as of April 1, 2017, Timothy F. Murphy, age 53, was
appointed to the offices of Senior Vice President and Chief
Financial Officer of Gibraltar Industries, Inc. (the Company).
Mr. Murphy will succeed Kenneth Smith as the Companys Senior Vice
President and Chief Financial Officer. In connection with his
appointment as Senior Vice President and Chief Financial Officer,
Mr. Murphy has resigned, effective April 1, 2017, from his
positions as Vice President, Treasurer and Secretary of the
Company.
appointed to the offices of Senior Vice President and Chief
Financial Officer of Gibraltar Industries, Inc. (the Company).
Mr. Murphy will succeed Kenneth Smith as the Companys Senior Vice
President and Chief Financial Officer. In connection with his
appointment as Senior Vice President and Chief Financial Officer,
Mr. Murphy has resigned, effective April 1, 2017, from his
positions as Vice President, Treasurer and Secretary of the
Company.
Mr. Murphy joined Gibraltar in 2004 as Director of Financial
Reporting. He then held senior positions in the Treasury
Operations department, and has been Vice President and Secretary
of the Company since 2012, and Treasurer since 2013.>Prior to
joining Gibraltar, Mr. Murphy was Senior Manager at KPMG, where
his concentration was on manufacturing clients. Mr. Murphy has a
B.A. in Economics and an MBA from State University of New York –
Buffalo.
Reporting. He then held senior positions in the Treasury
Operations department, and has been Vice President and Secretary
of the Company since 2012, and Treasurer since 2013.>Prior to
joining Gibraltar, Mr. Murphy was Senior Manager at KPMG, where
his concentration was on manufacturing clients. Mr. Murphy has a
B.A. in Economics and an MBA from State University of New York –
Buffalo.
There are no arrangements or understandings between Mr. Murphy
and any other persons to which he was selected as Senior Vice
President and Chief Financial Officer. There are also no family
relationships between Mr. Murphy and any director or executive
officer of the Company and he has no direct or indirect material
interest in any transaction required to be disclosed to Item
404(a) of Regulation S-K.
and any other persons to which he was selected as Senior Vice
President and Chief Financial Officer. There are also no family
relationships between Mr. Murphy and any director or executive
officer of the Company and he has no direct or indirect material
interest in any transaction required to be disclosed to Item
404(a) of Regulation S-K.
Compensation Arrangements for Mr. Murphy
The material terms of the compensation program to be provided to
Mr. Murphy are contained in an offer letter and are summarized
below:
Mr. Murphy are contained in an offer letter and are summarized
below:
Base Salary and Incentive Compensation. Mr. Murphy will receive
an annual base salary of $375,000. Mr. Murphy will also be
eligible to participate in (a) the Companys Management Incentive
Compensation Plan (MICP) with a target award equal to 60% of base
salary, subject to the achievement of performance targets
established by the Compensation Committee of the Board of
Directors; and (b) the Companys Long Term Incentive Plan programs
with target awards of 35% of base salary for time based
restricted stock units and 75% of base salary for performance
stock units subject to performance goals established by the
Compensation Committee. Mr. Murphy will also have the ability to
defer salary and MICP awards to the Management Stock Purchase
Plan, a non-qualified deferred compensation program maintained by
the Company which also provides for the issuance to participants
of matching units based on the amount and source of funds
deferred.
an annual base salary of $375,000. Mr. Murphy will also be
eligible to participate in (a) the Companys Management Incentive
Compensation Plan (MICP) with a target award equal to 60% of base
salary, subject to the achievement of performance targets
established by the Compensation Committee of the Board of
Directors; and (b) the Companys Long Term Incentive Plan programs
with target awards of 35% of base salary for time based
restricted stock units and 75% of base salary for performance
stock units subject to performance goals established by the
Compensation Committee. Mr. Murphy will also have the ability to
defer salary and MICP awards to the Management Stock Purchase
Plan, a non-qualified deferred compensation program maintained by
the Company which also provides for the issuance to participants
of matching units based on the amount and source of funds
deferred.
Award of Performance Units. On April 3, 2017, five thousand
(5,000) Performance Share Units were issued to Mr. Murphy.
These Performance Share Units will be settled by the issuance
of shares of the Companys common stock to Mr. Murphy. The
number of shares to be issued to Mr. Murphy will be determined
based upon the ranking of the Companys total shareholder return
over a three (3) year performance period compared to the total
shareholder return of companies in the SP Small Cap Industrial
Sector Index (the Index) over such period. No shares will be
issued if the Companys TSR falls below the 40
th percentile of the companies in the Index, the targeted
number of shares will be issued if the Companys TSR for the
period is equal in rank to the TSR of the 40
th percentile of the companies in the Index, and a
maximum of 150% of the targeted shares will be issued if the
Companys TSR for the period is equal in rank to the TSR of the
90
th percentile of the companies in the Index. The
three-year performance period for these awards begins on
February 1, 2017 and ends on January 31, 2020.
(5,000) Performance Share Units were issued to Mr. Murphy.
These Performance Share Units will be settled by the issuance
of shares of the Companys common stock to Mr. Murphy. The
number of shares to be issued to Mr. Murphy will be determined
based upon the ranking of the Companys total shareholder return
over a three (3) year performance period compared to the total
shareholder return of companies in the SP Small Cap Industrial
Sector Index (the Index) over such period. No shares will be
issued if the Companys TSR falls below the 40
th percentile of the companies in the Index, the targeted
number of shares will be issued if the Companys TSR for the
period is equal in rank to the TSR of the 40
th percentile of the companies in the Index, and a
maximum of 150% of the targeted shares will be issued if the
Companys TSR for the period is equal in rank to the TSR of the
90
th percentile of the companies in the Index. The
three-year performance period for these awards begins on
February 1, 2017 and ends on January 31, 2020.
This description is qualified in its entirety by reference to
the terms and conditions of the form of the Performance Share
Unit award, a copy of which was originally filed on January 7,
2016.
the terms and conditions of the form of the Performance Share
Unit award, a copy of which was originally filed on January 7,
2016.
Award of Non-Qualified Options.>On April 3, 2017,
Non-Qualified Options to purchase five thousand (5,000) shares
of the Companys common stock were issued to Mr. Murphy using a
form of Non-Qualified Option Award that was filed On January 7,
2016 (the Non-Qualified Option Award).
Non-Qualified Options to purchase five thousand (5,000) shares
of the Companys common stock were issued to Mr. Murphy using a
form of Non-Qualified Option Award that was filed On January 7,
2016 (the Non-Qualified Option Award).
Under the terms of the Non-Qualified Option Award, provided
that Mr. Murphy is employed by the Company at the end of a
three (3) year period ending April 3, 2020, Mr. Murphy will
have the right to purchase shares of common stock of the
Company at a price per share equal to $39.55, the closing price
per share of the Companys common stock on April 3, 2017.
that Mr. Murphy is employed by the Company at the end of a
three (3) year period ending April 3, 2020, Mr. Murphy will
have the right to purchase shares of common stock of the
Company at a price per share equal to $39.55, the closing price
per share of the Companys common stock on April 3, 2017.
This description is qualified in its entirety by reference to
the terms and conditions of the form of the Award of
Non-Qualified Option, a copy of which was originally filed on
January 7, 2016.
the terms and conditions of the form of the Award of
Non-Qualified Option, a copy of which was originally filed on
January 7, 2016.
Award of Restricted Units.>On April 3, 2017, five thousand
(5,000) Restricted Stock Units were issued to Mr. Murphy using
a form of Restricted Stock Unit Award (the Restricted Unit
Award).
(5,000) Restricted Stock Units were issued to Mr. Murphy using
a form of Restricted Stock Unit Award (the Restricted Unit
Award).
If Mr. Murphys employment with the Company is terminated for
reasons other than death or disability prior to the expiration
of the three (3) year vesting period ending April 3, 2020, the
Restricted Stock Units awarded to the recipient will be
forfeited.
reasons other than death or disability prior to the expiration
of the three (3) year vesting period ending April 3, 2020, the
Restricted Stock Units awarded to the recipient will be
forfeited.
This description is qualified in its entirety by reference to
the terms and conditions of the form of the Restricted Unit
Award, a copy of which was filed on January 7, 2016.
the terms and conditions of the form of the Restricted Unit
Award, a copy of which was filed on January 7, 2016.
Payments on Change in Control. Mr. Murphy is to be provided a
change in control agreement which will provide for the
acceleration of his right to receive previously awarded
deferred compensation and for a lump sum payment to be made to
Mr. Murphy in the event of a termination of his employment by
the Company without cause or a termination of his employment by
Mr. Murphy for good reason, in each case, during the one year
period immediately following a change in control of the
Company. The amount of such lump sum payment will be equal to
two times the sum of (a) Mr. Murphys then applicable base
salary and (b) the highest annual bonus received by Mr. Murphy
during the three year period ending on the date of the change
in control.
change in control agreement which will provide for the
acceleration of his right to receive previously awarded
deferred compensation and for a lump sum payment to be made to
Mr. Murphy in the event of a termination of his employment by
the Company without cause or a termination of his employment by
Mr. Murphy for good reason, in each case, during the one year
period immediately following a change in control of the
Company. The amount of such lump sum payment will be equal to
two times the sum of (a) Mr. Murphys then applicable base
salary and (b) the highest annual bonus received by Mr. Murphy
during the three year period ending on the date of the change
in control.
Other Benefits. Mr. Murphy will be eligible to participate in
benefit programs generally available to senior executives of
the Company, including the senior executive automobile program,
the financial planning program and the executive health
reimbursement plan.
benefit programs generally available to senior executives of
the Company, including the senior executive automobile program,
the financial planning program and the executive health
reimbursement plan.
Departure of Chief Financial Officer
On March 31, 2017, Kenneth Smith, the Senior Vice President and
Chief Financial Officer of the Company, notified the Company of
his effective date of retirement from employment with the
Company to be May 4, 2017. Mr. Smiths intention to retire was
previously disclosed on November 7, 2016. In connection with
his upcoming retirement, Mr. Smith has relinquished his duties
as Chief Financial Officer, effective April 1, 2017, and
resigned, effective as of May 4, 2017, from his position as
Senior Vice President of the Company and each of its
subsidiaries and affiliates.
Chief Financial Officer of the Company, notified the Company of
his effective date of retirement from employment with the
Company to be May 4, 2017. Mr. Smiths intention to retire was
previously disclosed on November 7, 2016. In connection with
his upcoming retirement, Mr. Smith has relinquished his duties
as Chief Financial Officer, effective April 1, 2017, and
resigned, effective as of May 4, 2017, from his position as
Senior Vice President of the Company and each of its
subsidiaries and affiliates.
Appointment of New Vice President, Secretary and Treasurer
Effective as of April 1, 2017, Jeffrey Watorek, age 37, was
appointed to the offices of Vice President, Secretary and
Treasurer of the Company.
appointed to the offices of Vice President, Secretary and
Treasurer of the Company.
Mr. Watorek joined the Company as Manager of External Reporting
in 2008 and in 2012 he was appointed Director of Financial
Planning Analysis. Prior to joining the Company, Mr. Watorek
served as a Manager at Ernst Young. He holds a BA and MBA from
Canisius College.
in 2008 and in 2012 he was appointed Director of Financial
Planning Analysis. Prior to joining the Company, Mr. Watorek
served as a Manager at Ernst Young. He holds a BA and MBA from
Canisius College.
There are no arrangements or understandings between Mr. Watorek
and any other persons to which he was selected as Vice
President, Secretary and Treasurer. There are also no family
relationships between Mr. Watorek and any director or executive
officer of the Company and he has no direct or indirect
material interest in any transaction required to be disclosed
to Item 404(a) of Regulation S-K.
and any other persons to which he was selected as Vice
President, Secretary and Treasurer. There are also no family
relationships between Mr. Watorek and any director or executive
officer of the Company and he has no direct or indirect
material interest in any transaction required to be disclosed
to Item 404(a) of Regulation S-K.
Compensation Arrangements for Mr. Watorek
The material terms of the compensation program to be provided
to Mr. Watorek are contained in an offer letter and are
summarized below:
to Mr. Watorek are contained in an offer letter and are
summarized below:
Base Salary and Incentive Compensation. Mr. Watorek will
receive an annual base salary of $200,000. Mr. Watorek will
also be eligible to participate in (a) the Companys MICP with a
target award equal to 20% of base salary, subject to the
achievement of performance targets set forth in the offer
letter and others to be established by the Compensation
Committee of the Board of Directors; and the Companys (b) Long
Term Incentive Plan programs with target awards of 10% of base
salary for time based restricted stock units and 40% of base
salary for performance stock units subject to performance goals
established by the Compensation Committee. Mr. Watorek will
also have the ability to defer salary and MICP awards in the
Companys non-qualified deferral program under the Management
Stock Purchase Plan, which provides for matching units based on
the amount and source of funds deferred.
receive an annual base salary of $200,000. Mr. Watorek will
also be eligible to participate in (a) the Companys MICP with a
target award equal to 20% of base salary, subject to the
achievement of performance targets set forth in the offer
letter and others to be established by the Compensation
Committee of the Board of Directors; and the Companys (b) Long
Term Incentive Plan programs with target awards of 10% of base
salary for time based restricted stock units and 40% of base
salary for performance stock units subject to performance goals
established by the Compensation Committee. Mr. Watorek will
also have the ability to defer salary and MICP awards in the
Companys non-qualified deferral program under the Management
Stock Purchase Plan, which provides for matching units based on
the amount and source of funds deferred.
Other Benefits. Mr. Watorek will be eligible to participate
in benefit programs generally available to senior executives
of the Company, including the senior executive automobile
program, the financial planning program and the executive
health reimbursement plan.
in benefit programs generally available to senior executives
of the Company, including the senior executive automobile
program, the financial planning program and the executive
health reimbursement plan.
Item 8.01 Other Events
A copy of the Company’s press releases announcing the
appointment of its new Chief Financial Officer and Vice
President, Treasurer and Secretary are furnished with this
report as Exhibit 99.1 and Exhibit 99.2.
appointment of its new Chief Financial Officer and Vice
President, Treasurer and Secretary are furnished with this
report as Exhibit 99.1 and Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits
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(a) – (c)
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Not Applicable
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(d)
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Exhibits
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99.1
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Press Release dated March 24, 2017
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99.2
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Press Release dated March 28, 2017
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Table of Contents
About GIBRALTAR INDUSTRIES, INC. (NASDAQ:ROCK)
Gibraltar Industries, Inc. is a manufacturer and distributor of building products for industrial, transportation infrastructure, residential housing, renewable energy and resource conservation markets. The Company operates through three segments: Residential Products, Industrial and Infrastructure Products and Renewable Energy and Conservation. The Residential Products segment focuses on the residential housing construction and residential repair and remodeling activity. The Industrial and Infrastructure Products segment focuses on a range of markets, including discrete and process manufacturing, highway and bridge construction markets, energy and power generation. The Renewable Energy and Conservation segment primarily contracts with solar developers, power system providers, retail garden centers, conservatories and botanical gardens, commercial growers and schools and universities. The Company serves customers primarily throughout North America, Europe and Asia. GIBRALTAR INDUSTRIES, INC. (NASDAQ:ROCK) Recent Trading Information
GIBRALTAR INDUSTRIES, INC. (NASDAQ:ROCK) closed its last trading session up +0.25 at 39.45 with 180,359 shares trading hands.
