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Executive bonuses at Gibraltar Industries (NASDAQ: ROCK) tied to 2025 deals

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Gibraltar Industries, Inc. approved special one-time cash bonuses for several senior officers. The Compensation and Human Capital Committee granted these “Special Bonuses” on April 2, 2026 to recognize work on multiple acquisitions, the planned divestiture of the Renewables business in 2025, and integration of the OmniMax business and other 2026 initiatives.

Each Special Bonus equals 75% of the officer’s 2025 target bonus under the Annual Management Incentive Compensation Plan, in addition to a 25% of target payout already earned. Awards include $223,560 for CFO Joseph A. Lovechio, $124,925 for CHRO Janet A. Catlett, $127,878 for General Counsel Katherine E. Bolanowski, and $52,221 for Vice President and Treasurer Jeffrey J. Watorek.

The bonuses must be repaid if an officer resigns or is terminated for cause before one year from approval, and the company may offset unpaid amounts against sums otherwise owed at separation.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Special Bonus multiplier 75% of 2025 target bonus Each officer’s Special Bonus relative to target MICP bonus
Earned incentive payout 25% of 2025 target bonus Previously earned under the Annual Management Incentive Compensation Plan
CFO Special Bonus $223,560 Awarded to Vice President and Chief Financial Officer Joseph A. Lovechio
CHRO Special Bonus $124,925 Awarded to Vice President and Chief Human Resources Officer Janet A. Catlett
General Counsel Special Bonus $127,878 Awarded to General Counsel, Vice President and Corporate Secretary Katherine E. Bolanowski
Treasurer Special Bonus $52,221 Awarded to Vice President and Treasurer Jeffrey J. Watorek
Clawback period One year Continuous employment and good standing required from approval date
Repayment window 30 days Time to repay Special Bonus after separation for cause or resignation
Special Bonus financial
"approved special discretionary cash bonus awards (each, a “Special Bonus” and collectively, the “Special Bonuses”)"
Annual Management Incentive Compensation Plan financial
"target bonus under the Company’s Annual Management Incentive Compensation Plan (“MICP”) for the year ended December 31, 2025"
divestiture financial
"in preparation for the divestiture of the Company’s Renewables business during the year ended December 31, 2025"
Divestiture is the process of selling or getting rid of a part of a company, such as a division or asset. It often happens when a business wants to focus on its core activities or improve its finances. For investors, divestitures can signal strategic shifts or influence the company's value, affecting investment decisions.
Inline XBRL technical
"Cover Page Interactive Data File (embedded with the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
0000912562false00009125622026-04-032026-04-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 3, 2026 (April 2, 2026)
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware000-2246216-1445150
(State or other jurisdiction of
 incorporation )		(Commission File Number)(IRS Employer Identification No.)
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
(Address of principal executive offices) (Zip Code)
(716) 826-6500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par value per shareROCKThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



 
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Officer Compensation - Discretionary Bonuses
On April 2, 2026, the Compensation and Human Capital Committee of the Company’s Board of Directors approved special discretionary cash bonus awards (each, a “Special Bonus” and collectively, the “Special Bonuses”) to be paid to certain of the Company’s named executive officers (each, an officer, and collectively, the “Officers”) in recognition of (i) their efforts with respect to the Company’s multiple acquisitions and in preparation for the divestiture of the Company’s Renewables business during the year ended December 31, 2025 and (ii) the integration of the OmniMax business and other initiatives which will require significant efforts in 2026. Each Special Bonus is equal to 75% of the target bonus under the Company’s Annual Management Incentive Compensation Plan (“MICP”) for the year ended December 31, 2025, which is in addition to the payout of 25% of target which was earned by each Officer under the MICP. Joseph A. Lovechio, the Company’s Vice President and Chief Financial Officer, was awarded a Special Bonus of $223,560. Janet A. Catlett, the Company’s Vice President and Chief Human Resources Officer, was awarded a Special Bonus of $124,925. Katherine E. Bolanowski, the Company’s General Counsel, Vice President and Corporate Secretary, was awarded a Special Bonus of $127,878. Jeffrey J. Watorek, the Company’s Vice President and Treasurer, was awarded a Special Bonus of $52,221.

The Special Bonuses are contingent upon each Officer’s continuous employment and maintaining good standing through the one-year anniversary of receipt of the Special Bonus. If such Officer resigns or is terminated for cause before the one-year anniversary of approval of the Special Bonus, the Officer will be required to repay the amount of the Special Bonus paid to the Officer within thirty days from the date of separation. In addition, the Company may deduct all or a portion of the amount of the Special Bonus that has not been repaid from any amounts owed to the Officer in connection with such Officer’s employment or termination.

Item 9.01    Financial Statements and Exhibits
    (a)-(c)    Not Applicable
    (d)    Exhibits:
Exhibit No.Description
104Cover Page Interactive Data File (embedded with the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GIBRALTAR INDUSTRIES, INC.
  
Date:April 3, 2026
By:/s/ William T. Bosway
William T. Bosway
Chairman of the Board, President and Chief Executive Officer

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Source: View Original Filing on SEC EDGAR

FAQ

What executive bonuses did Gibraltar Industries (ROCK) approve in this 8-K?

Gibraltar Industries approved special one-time cash bonuses for four senior officers, equal to 75% of each officer’s 2025 target bonus under the company’s incentive plan, in addition to a 25% payout already earned for 2025 performance.

Why did Gibraltar Industries (ROCK) grant these Special Bonuses to officers?

The Special Bonuses recognize officers’ efforts on multiple acquisitions, preparation for divesting the Renewables business during 2025, and integration of the OmniMax business and other initiatives that are expected to require significant work during 2026 across the organization.

Which Gibraltar Industries (ROCK) executives received Special Bonuses and how much?

CFO Joseph A. Lovechio received $223,560, CHRO Janet A. Catlett $124,925, General Counsel Katherine E. Bolanowski $127,878, and Vice President and Treasurer Jeffrey J. Watorek $52,221 as Special Bonuses tied to their 2025 target incentive opportunities.

How are the Gibraltar Industries (ROCK) Special Bonuses structured versus regular incentives?

Each Special Bonus equals 75% of the officer’s 2025 target bonus under the Annual Management Incentive Compensation Plan. It is paid on top of a separate 25% of target bonus that each officer previously earned under that same 2025 incentive program.

What employment conditions apply to Gibraltar Industries (ROCK) Special Bonuses?

The Special Bonuses require each officer to remain continuously employed and in good standing through the one-year anniversary of approval. If an officer resigns or is terminated for cause before then, the officer must repay the full bonus within thirty days of separation.

Can Gibraltar Industries (ROCK) recover unpaid Special Bonus amounts from other payments?

If an officer must repay a Special Bonus and does not, Gibraltar Industries may deduct all or part of the unpaid amount from sums otherwise owed to the officer in connection with employment or termination, such as final pay or other amounts due at separation.

Filing Exhibits & Attachments

3 documents

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