GIBRALTAR INDUSTRIES, INC.ROCK
GIBRALTAR INDUSTRIES, INC. Stock Compensation Disclosure
EQUITY-BASED COMPENSATION
The Company awards equity-based compensation to employees and non-employee directors, which is recognized in the consolidated statements of operations based on the grant-date fair value of the award. The Company uses the straight-line method for recording compensation expense over a vesting period generally up to four years with either graded or cliff vesting. Stock compensation expense recognized during the period is based on the value of the portion of equity-based awards that is ultimately expected to vest during the period reduced by the expense on unvested awards forfeited during the period.
The Gibraltar Industries, Inc. Amended and Restated 2018 Equity Incentive Plan (the "Amended 2018 Plan") which includes a total of 1,631,707 shares available for issuance, allows the Company to grant equity-based incentive compensation awards, in the form of non-qualified options, restricted shares, restricted stock units, performance shares, performance stock units, and stock rights to eligible participants.
The Gibraltar Industries, Inc. Amended and Restated 2016 Stock Plan for Non-Employee Directors ("Non-Employee Directors Plan") which includes 200,000 shares available for issuance, allows the Company to grant awards of shares of the Company's common stock to current non-employee Directors of the Company, and permits the Directors to defer receipt of such shares pursuant to the terms of the Non-Employee Directors Plan.
At December 31, 2025, approximately 490,000 shares were available for issuance under the Amended 2018 Plan as incentive stock options or other stock awards, and approximately 60,000 shares were available for issuance under the Non-Employee Directors Plan as awards of shares of the Company's common stock.
The compensation cost for employee and non-employee director equity-based compensation plans for all current and prior year awards granted along with the related tax benefits recognized within continuing operations were as follows during the years ended December 31 (in thousands):
| 2025 | 2024 | 2023 | |||||||||||||||
| Total stock compensation expense | $ | 8,339 | $ | 10,045 | $ | 8,868 | |||||||||||
| Tax benefits recognized related to stock compensation expense | $ | 1,912 | $ | 2,125 | $ | 2,306 | |||||||||||
Equity Based Awards - Settled in Stock
The following table provides the number of stock units and common stock granted, along with the weighted-average grant-date fair value of each award, during the years ended December 31:
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||
| Awards | Number of Awards | Weighted Average Grant Date Fair Value | Number of Awards | Weighted Average Grant Date Fair Value | Number of Awards | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||||
| Deferred stock units | 2,172 | $ | 52.95 | 3,340 | $ | 68.86 | 6,351 | $ | 54.33 | |||||||||||||||||||||||||||||
| Common stock | 13,032 | $ | 52.95 | 7,564 | $ | 68.64 | 8,468 | $ | 54.33 | |||||||||||||||||||||||||||||
| Restricted stock units | 101,003 | $ | 62.72 | 82,930 | $ | 71.77 | 99,820 | $ | 61.93 | |||||||||||||||||||||||||||||
| Performance stock units (1) | 144,940 | $ | 62.05 | 60,765 | $ | 77.28 | 85,323 | $ | 53.22 | |||||||||||||||||||||||||||||
(1) The Company’s performance stock units (“PSUs”) represent shares granted for which the final number of shares earned depends on financial performance.
Stock Units and Common Stock
The following table summarizes stock units and common stock activity during 2025:
| Restricted Stock Units | Weighted Average Grant Date Fair Value | Common Stock | Weighted Average Grant Date Fair Value | PSUs | Weighted Average Grant Date Fair Value | Deferred Stock Units (2) | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||
| Balance, at January 1 | 232,340 | $ | 57.78 | — | $ | — | 263,597 | $ | 57.62 | 34,490 | $ | 53.06 | |||||||||||||||||||||||
| Granted | 101,003 | $ | 62.72 | 13,032 | $ | 52.95 | 144,940 | $ | 62.05 | 2,172 | $ | 52.95 | |||||||||||||||||||||||
| Adjustments (1) | — | $ | — | — | $ | — | (33,420) | $ | 77.28 | — | $ | — | |||||||||||||||||||||||
| Vested | (100,985) | $ | 49.71 | (13,032) | $ | 52.95 | (47,836) | $ | 47.00 | (2,223) | $ | 36.47 | |||||||||||||||||||||||
| Forfeited | (8,950) | $ | 63.92 | — | $ | — | (9,000) | $ | 58.04 | — | $ | — | |||||||||||||||||||||||
| Balance, at December 31 | 223,408 | $ | 63.42 | — | $ | — | 318,281 | $ | 59.16 | 34,439 | $ | 54.12 | |||||||||||||||||||||||
(1) Adjustments during the first quarter of 2025 for PSUs granted in 2024 to reflect 45.0% of the target amount granted based on the Company's actual ROIC compared to ROIC target for the performance period ended December 31, 2024.
(2) Vested and issuable upon termination from service as a member of the Company's Board of Directors.
The fair value of the restricted stock units, common stock, performance stock units with a financial performance condition, and deferred stock units granted during the three years ended December 31, 2025 was based on the Company's stock price at grant date of the award.
The following table sets forth the aggregate fair value of restricted stock units, common stock, performance stock units with a financial performance condition, and deferred stock units that vested during the years ended December 31 (in thousands):
| 2025 | 2024 | 2023 | |||||||||||||||
| Aggregate fair value of vested restricted stock units | $ | 6,328 | $ | 4,626 | $ | 4,740 | |||||||||||
| Aggregate fair value of vested common stock | $ | 690 | $ | 519 | $ | 460 | |||||||||||
| Aggregate fair value of vested performance stock units | $ | 3,143 | $ | 788 | $ | 3,999 | |||||||||||
| Aggregate fair value of vested deferred stock units | $ | 115 | $ | 230 | $ | 345 | |||||||||||
As of December 31, 2025, there was $10.7 million of total unrecognized compensation cost related to non-vested restricted stock units and performance stock units. This cost is expected to be recognized over a weighted average period of 2.57 years.
Equity Based Awards - Settled in Cash
Management Stock Purchase Plan
The Company's equity-based awards that are settled in cash are the awards under the Management Stock Purchase Plan (the "MSPP") which is authorized under the Company's equity incentive plans. The MSPP provides participants the ability to defer a portion of their compensation, convertible to unrestricted investments, restricted stock units, or a combination of both, or defer a portion of their directors’ fees, convertible to restricted stock units. Employees eligible to defer a portion of their compensation also receive a company-matching award in restricted stock units equal to a percentage of their deferred compensation.
The deferrals and related company match are credited to an account that represents a share-based liability. The portion of the account deferred to unrestricted investments is measured at fair market value of the unrestricted investments, and the portion of the account deferred to restricted stock units and company-matching restricted stock units is measured at a 200-day average of the Company's stock price. The account will be converted to and settled in cash payable to participants upon retirement or a termination of their service to the Company.
Total MSPP liabilities recorded on the consolidated balance sheet as of December 31, 2025 were $22.2 million, of which $3.1 million was included in accrued expenses and $19.1 million was included in other non-current liabilities. Total MSPP liabilities recorded on the consolidated balance sheet as of December 31, 2024 were $23.7 million, of which $3.2 million was included in accrued expenses and $20.5 million was included in other non-current liabilities. The value of the restricted stock units within the MSPP liabilities was $15.7 million and $18.1 million at December 31, 2025 and 2024, respectively.
The following table provides the number of restricted stock units credited to active participant accounts, balance of vested and unvested restricted stock units within active participant accounts, payments made with respect to MSPP liabilities and MSPP expense during years ended December 31:
| 2025 | 2024 | 2023 | |||||||||||||||
| Restricted stock units credited | 21,762 | 43,566 | 48,921 | ||||||||||||||
| Restricted stock units balance, vested and unvested | 155,046 | 205,221 | 199,946 | ||||||||||||||
| Share-based liabilities paid (in thousands) | $ | 3,286 | $ | 2,821 | $ | 2,392 | |||||||||||
| MSPP (recovery) expense (in thousands) | $ | (106) | $ | 3,890 | $ | 4,710 | |||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 19, 2025 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.