GIBRALTAR INDUSTRIES, INC.

Base SalaryBase salary is annual fixed cash compensation and is the principal non-variable element of the Company's total compensation program. The Compensation and Human Capital Committee reviews and approves base salaries generally at its February meeting, with new salaries effective early March of the same year. Base salaries for our NEOs reflect the level, scope, and complexity of each executive officer's role and responsibility, performance over time and whether their salary is appropriately positioned relative to similarly situated executives in our peer group and survey data. For fiscal year 2024, the Compensation and Human Capital Committee reviewed and approved the base salaries shown below.

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COMPENSATION DISCUSSION AND ANALYSIS

Annual Management Incentive Compensation PlanThe Compensation and Human Capital Committee annually reviews and adjusts performance targets and weightings in consultation with the Company's executive team. To ensure focus on key metrics, the Compensation and Human Capital Committee adjusts weightings and targets as needed. For 2024, seventy-five percent (75%) of the annual MICP payout is based on net sales and adjusted EPS, evaluated in a nine-by-nine matrix with payouts ranging from 35% to 200% of the target. A 35% payout is earned if both metrics meet the threshold levels of achievement, and 200% is earned if both meet or exceed the 200% achievement levels. If either metric is less than the threshold level of achievement, the payout is zero.The remaining twenty-five percent (25%) of the annual MICP payout is based on days working capital ("DWC"), with payout ranges of 35% to 200% of the target. A 35% payout is earned if DWC meets the threshold level of achievement, and 200% is earned if DWC meets or exceeds the 200% achievement level. If actual DWC is less than the threshold level of achievement, the payout is zero.The Compensation and Human Capital Committee believes that incentivizing executives to improve earnings and efficiently use capital will provide value to stockholders. Higher profits and lower working capital requirements lead to increased cash flow, which can fund the Company's growth initiatives, including acquisitions.Additionally, the Compensation and Human Capital Committee believes that the combination of the three financial performance targets (net sales, adjusted EPS, and DWC) motivates our executives to maximize stockholder return on investment. The Compensation and Human Capital Committee concluded that these metrics effectively connect to the creation of stockholder value.The Compensation and Human Capital Committee uses adjusted financial information to determine the incentive compensation for NEOs under our performance-based compensation plans. This approach keeps our executives motivated to make difficult decisions that drive long-term value, such as restructuring, acquisitions, and divestitures, despite the short-term costs. These items are typically not part of the budgeting process and cannot necessarily be anticipated.See the detailed description of net sales, adjusted EPS and DWC in Appendix B. The following graphic illustrates the weighting and calculation of the 2024 annual MICP financial performance goals.

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COMPENSATION DISCUSSION AND ANALYSIS

The targets and thresholds for the annual MICP awards for fiscal year 2024, compared to actual achievements and payout factors were as follows:

For fiscal year 2024, the potential payout at target and actual payout for our NEOs were as follows:

(1) Base salary prorated as Lovechio was hired and appointed as Vice President and Chief Financial Officer effective August 19, 2024.

Equity-based Incentive CompensationWe maintain an equity-based incentive compensation plan known as the Gibraltar Industries, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Amended 2018 Plan”). Our Amended 2018 Plan is an integral component of our overall compensation structure and allows the Company to grant equity-based compensation awards to our named executive officers and other eligible management employees.

Long-Term Incentive Plan

The Compensation and Human Capital Committee annually approves grants of long-term equity-based awards to our named executive officers with a target value, at the time the award is made, equal to a percentage of the executive officer’s base salary. Equity awards consist of time-vested grants of RSUs and performance-based grants of PSUs. In all cases, the proportion of awards granted is more heavily weighted towards PSUs (at least 50%), with the CEO's award weighted 64% in the form of PSUs.Targeted annual incentive compensation under awards of RSUs and PSUs as a percentage of executive officer base salaries for 2024 are as follows:

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COMPENSATION DISCUSSION AND ANALYSIS

(1) Target Annual Incentive Compensation of 2024 RSUs and 2024 PSUs prorated respectively as Lovechio was hired and appointed as Vice President and Chief Financial Officer effective August 19, 2024.

Restricted Stock UnitsUnder the terms of awards of RSUs, vesting occurs in equal installments over a four-year period commencing on the first anniversary of the grant date. The vesting conditions which apply to RSUs granted to the executive officers under the Company’s LTIP are designed to reward executives for continuing their employment with the Company and for implementing policies and practices with the goal of increasing the value of the Company’s common stock over a significant period of time.

Performance Stock UnitsUnder the terms of awards of PSUs, achievement is determined based on ROIC (as defined in the award) in the year of issuance and cliff-vest three years from date of grant. The number of PSUs earned was determined during the 2024 performance period based on the Company’s ROIC compared to the targeted ROIC. As portfolio management is a core pillar of the Company's strategy, and the Company has significant capital for acquisitions to expand its position and shape its market, the Company has set the performance period at one year given the challenge of forecasting in an merger and acquisition environment. The Compensation and Human Capital Committee selected ROIC as the performance goal for PSU payouts based on stockholder feedback and the recommendation of the executive management team.Why ROIC is Important:•Investment Decisions: ROIC incentivizes our executives to carefully allocate capital for equipment, growth opportunities, acquisitions, and other growth initiatives.•Performance Measurement: ROIC measures profitability, cash flow generation, and asset management, which reflects the effectiveness of our executive management team.•Stockholder Interests: The Compensation and Human Capital Committee believes that incorporating ROIC aligns executive compensation with the interests of our stockholders.•Long-term Value Creation: The three-year vesting period incentivizes long-term value creation and promotes retention of the Company's executive management team.

2024 ROIC:•Target: 17.0%, approved by the Compensation and Human Capital Committee based on the budgeted financial information presented by the executive management team.•Threshold: 15.0%•Maximum Payout: Limited to 200% of shares, requiring a ROIC of 19.0% or higher.

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COMPENSATION DISCUSSION AND ANALYSIS

In 2024, the NEOs earned 45.0% of the targeted PSUs awarded as the actual ROIC, as calculated in Appendix B.The following table calculates the number of 2024 PSUs issued and earned for fiscal year 2024:

(1) Salary as of grant date prorated as Lovechio was hired and appointed as Vice President and Chief Financial Officer effective August 19, 2024.

Non-qualified Deferred Compensation Plan

A feature of our Amended 2018 Plan, as described above, is the 2018 MSPP, a non-qualified deferred compensation arrangement. This plan allows our executive officers to defer up to 25% of their base salary and up to 100% of their bonus (i.e., annual incentive compensation earned under the MICP). The Compensation and Human Capital Committee approved the 2018 MSPP to attract, retain, and motivate executive officers.Key Features of the 2018 MSPP:•Deferral of Compensation: Executive officers can elect to defer receipt of a portion of their base salary or bonus. The deferred amount is credited to a deferral account (“Deferral Account”).•Investment Alternatives: Deferred amounts can achieve an investment return based on hypothetical investments chosen by the executive officer among investment alternatives. These options are substantially similar to the investment alternatives available to participants in the Company’s 401(k) Plan and include hypothetical units tracking the Company's common stock (“Deferral Units”). The Deferral Units are credited to the Deferral Account based on the deferred base salary and bonus amounts, multiplied by the value of the Company’s common stock, as calculated in accordance with the 2018 MSPP.•Deferral Account: Each executive officer’s Deferral Account reflects the deferred base salary and bonus, along with any earnings or losses from the chosen investment alternatives.•Matching Contributions: The Company matches up to 40% of the base salary deferred and up to 80% of the first 50% of the bonus deferred, plus up to 40% of any excess bonus deferred. These matches are credited to a deferred matching account ("Matching Account") with hypothetical units tracking the Company's common stock ("Matching Units") determined in accordance with the 2018 MSPP.

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COMPENSATION DISCUSSION AND ANALYSIS

Payment of Deferred Amounts:•Upon Termination: Payments from the executive officer’s Deferral Account, including deferred amounts and investment returns that would have been realized had such amounts been invested in the investment alternatives selected by the executive officer, including the value of any Deferral Units, are made in cash upon a termination of employment. •Matching Account: The value of the Matching Account is paid in cash if the executive officer's employment is terminated after the fifth anniversary of the executive officer's vesting commencement date, or if the executive officer’s employment is terminated by the Company without "cause," by the executive officer for "good reason," or due to death or disability, before the executive officer reaches the fifth anniversary of the executive officer's vesting commencement date.•Forfeiture: Matching Units are forfeited if the executive officer’s employment is terminated, for any reason other than a change in control transaction, termination by the Company without cause, a resignation for good reason, or death or disability, before the executive officer reaches the fifth anniversary of the executive officer's vesting commencement date.Payment Options:•Lump Sum or Installments: Prior to the deferral, the executive officer elects whether to receive payment of the amounts determined above in either (a) a lump sum, (b) five substantially equal annual installments, or (c) ten substantially equal annual installments, in each case, beginning six months after the date of termination. During the period that the installment payments are being made, the undistributed value of the executive officer’s account earns interest at a rate equal to the average annualized rate of interest payable on ten-year US Treasury Notes plus 2%.The Compensation and Human Capital Committee believes the 2018 MSPP furthers our compensation objectives of aligning the interests of our executive officers with those of stockholders by providing the executive officers an opportunity to increase post-termination compensation as a result of increases in the value of the Company’s common stock over their careers.

The following table summarizes the amount each named executive officer deferred into the 2018 MSPP, the number of Deferral Units credited to their 2018 MSPP accounts, and the Matching Units credited to their 2018 MSPP accounts during 2024:

CEO's Supplemental RSU Pool

On an annual basis, the Compensation and Human Capital Committee establishes a pool of RSUs and grants the CEO authority to issue RSUs from this pool at his discretion. If the CEO desires to issue RSUs from this pool to an executive officer or a direct report of the CEO, Compensation and Human Capital Committee approval is required. The awards are intended to provide the CEO with a tool to (a) recognize significant accomplishments or efforts not sufficiently recognized by the Company's annual or long-term incentive programs, (b) provide an incentive for retention, (c) acknowledge potential for leadership development, and (d) recognize a promotion or increased responsibilities. Awards are issued in the form of restricted stock or restricted stock units and generally cliff vest after a three-year period. During 2024, Ms. Bolanowski and Mr. Watorek were awarded 900 and 600 RSUs, respectively.

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COMPENSATION DISCUSSION AND ANALYSIS

One-Time Awards to CFO in 2024In connection with the Company's appointment of Mr. Lovechio as the Company's CFO in August 2024, the Compensation and Human Capital Committee awarded Mr. Lovechio one-time awards, which included (i) a cash incentive of $150,000 paid in October 2024; and (ii) an equity award with an approximate grant date value of $250,000 granted in the form of 3,790 RSUs on August 19, 2024, which are subject to the terms of the Amended 2018 Plan, and vest ratably on each hire date anniversary over a three year period commencing on August 19, 2025. Although all compensation related to equity awards is captured within the Summary Compensation Table in 2024, the Compensation and Human Capital Committee considers Mr. Lovechio's equity award as compensation related to the three-year vesting period.

Retirement PlansOur executive officers are entitled to participate in our Gibraltar 401(k) Plan. The Company provides a 100% match of the first three percent of compensation deferred, and 50% match on the next two percent of compensation deferred. Participants are fully vested in all Company matching contributions. The Company does not provide any other retirement benefits aside from the 401(k) Plan.

Perquisites and Other BenefitsThe perquisites offered to our executive officers in 2024 include health-care benefits, including healthcare expense reimbursement, tax planning services and personal use of Company automobiles.

Change in Control BenefitsOur executive officers have been a key component in building our Company into the successful enterprise that it is today. We believe that it is important to protect our executive officers in the context of a change in control transaction to allow them to focus on the transaction. Further, it is our belief that the interests of our stockholders will be best served if the interests of our executive officers are aligned with the long-term success of the Company. We believe that change in control benefits should eliminate, or at least reduce, the reluctance of our executive officers to vigorously negotiate the optimal financial terms for our stockholders in the event of any potential, future change in control transactions. As a result, the Company has adopted the Gibraltar Industries, Inc. Change in Control Executive Severance Plan ("CiC Plan") to provide severance pay and benefits to our executive officers. The Company has entered into a CiC Plan Participation Agreement with each of our executive officers. Our CiC Plan benefits for our executive officers provide for the protection of previously granted equity-based incentive compensation and provide for a cash payment upon a "double trigger" event, which would be the consummation of the change in control transaction and subsequent termination of employment.For more information concerning amounts our executive officers are entitled to receive upon a termination of employment and change in control, see “Potential Payments Upon Termination or Change in Control” below.Generally Available Benefit ProgramsThe executive officers also participate in the Company’s other generally available benefit plans on the same terms as other employees at the Company’s headquarters. These plans include vacation, medical and dental insurance, life insurance, a salary continuation plan providing short-term disability benefits.