01/04/2022 - Gibraltar Industries Inc.: 2022 Gibraltar Notice Proxy Statement and Proxy Form

Notice of 2022 Annual Meeting of Stockholders and Proxy Statement

April 1, 2022

Dear Fellow Stockholders of Gibraltar:

We are pleased to invite you to the 2022 Annual Meeting of Stockholders of Gibraltar Industries, Inc. to be held on Wednesday, May 4, 2022 at 11:00 A.M., Eastern Time, to be held by a virtual-only format atwww.virtualshareholdermeeting.com/ROCK2022.

The Annual Meeting is critical to our corporate governance process and to affirming the direction of our Company. The accompanying Proxy Statement provides you with important information about our Board of Directors and executive officers. Additionally, the Proxy Statement informs you of steps we are taking to fulfill our responsibilities to you as a stockholder.

William Montague, who has served as Chairman of the Board since 2015 and as a Director since the Company's initial public offering in 1993, announced his retirement effective as of the 2022 Annual Meeting. We are grateful for Mr. Montague's tremendous leadership and commitment to Gibraltar over the last 28 years. As part of our Board succession planning, to provide expertise and strategic direction as well as strong independent leadership, the Board of Directors decided to combine the role of Chairman of the Board and CEO and selected a Lead Independent Director, effective January 1, 2022. We are honored to have been nominated and selected to succeed Mr. Montague as Chairman and Lead Independent Director. With the election of our current Board nominees, following the 2022 Annual Meeting and Mr. Montague's retirement, the diversity of the Board will increase to 50%, with women representing 38% of the Board and racial / ethnic diversity representing 25% of our Directors. Our Board has the diversity of experience, skills, and expertise to ensure it will continue its effective oversight of the Company.

Gibraltar generated significant revenue growth in 2021, and while earnings remained strong, they were below expectations as the Company was unable to overcome market headwinds with 80/20, productivity, and price management initiatives. The Company continued to integrate the recent acquisitions and invested in talent and technology while focusing on the health and safety of our team.

The accompanying Proxy Statement provides you with information relating to the proposals that require your vote. If you hold shares through a brokerage firm, please note that your broker cannot vote on most of the proposals to be acted on at the Annual Meeting without your instruction. Your vote is very important to us and we encourage you to vote promptly using one of the voting methods described in the accompanying Proxy Statement. Our Board of Directors recommends that stockholders vote FOR all proposals.

On behalf of our management team and our Board of Directors, we want to thank you for your continued support and confidence in Gibraltar Industries, Inc.

Sincerely,

Chief Executive OfficerAtlee Valentine Pope Lead Independent Director

PO Box 2028 Buffalo, New York 14219-0228

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 4, 2022

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Gibraltar Industries, Inc., a Delaware corporation (the "Company"), will be held on Wednesday, May 4, 2022, at 11:00 A.M., Eastern Time (the "2022 Annual Meeting"). As a precaution to support and sustain the health and well-being of our employees, board members and stockholders, the 2022 Annual Meeting will be held in virtual meeting format only. You can attend the 2022 Annual Meeting online, vote your shares electronically and submit your questions during the meeting, by visitingwww.virtualshareholdermeeting.com/ROCK2022. A list of stockholders of record will also be available during the 2022 Annual Meeting on the meeting website. You will need to have the 16-digit control number included on your proxy card, or in the instructions that accompanied your proxy materials by the method you consented or elected to receive for delivery. The 2022 Annual Meeting will be held for the following purposes:

1. Election of eight Director nominees named in the accompanying proxy statement, each to hold office for a one-year term until the 2023 Annual Meeting or until a successor has been duly elected and qualified, or until such director's earlier resignation, retirement or other termination of service.

2. Advisory approval of the Company's executive compensation (the "Say-on-Pay" vote).

• 3. Approval of the Gibraltar Industries, Inc. Amended and Restated 2016 Stock Plan for Non-Employee Directors to increase by 100,000 the number of shares of common stock available for issuance as equity awards thereunder and to make other specified revisions.

• 4. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022.

• 5. Transaction of such other business as may properly come before the meeting or any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on March 22, 2022, as the record date for the determination of stockholders entitled to receive notice of and to vote at the 2022 Annual Meeting or any adjournment or postponement thereof.

Even if you plan to participate in the 2022 Annual Meeting, please promptly vote in advance of the meeting by following the instructions in the proxy card or voting instruction form. Voting in advance of the 2022 Annual Meeting does not deprive you of your right to virtually attend the 2022 Annual Meeting and to vote your shares electronically during the meeting.

By Order of the Board of Directors

Katherine E. Bolanowski

General Counsel, Vice President and Secretary

Buffalo, New York

April 1, 2022

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held May 4, 2022

The Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement and the fiscal year 2021 Annual Report are available atwww.proxyvote.com.

TABLE OF CONTENTS

1 PROXY SUMMARY

6 PROPOSAL 1 - ELECTION OF DIRECTORS

13 CORPORATE GOVERNANCE

22 CORPORATE SOCIAL RESPONSIBILITY

24 COMPENSATION OF DIRECTORS

27 DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

28 PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY-ON-PAY")

30 COMPENSATION DISCUSSION AND ANALYSIS

30 Executive Summary

31 Say-on-Pay Vote Results and Response

32 Compensation Philosophy and Pay-for-Performance

34 Distinguishing Awarded Compensation from Realized Compensation

36 Design of the Compensation Program

38 Elements of Our Compensation Program

44 Long-Term Incentive Compensation Grant Practices

44 Executive Stock Ownership Guidelines

44 Hedging and Pledging Company Securities Policy

44 Clawback Policy

45 45 46

Tax Considerations

COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT COMPENSATION OF EXECUTIVE OFFICERS

46 Summary Compensation Table

47 Grants of Plan-Based Awards

49 Outstanding Equity Awards at Fiscal Year End

50 Option Exercises and Stock Vested

50 Non-qualified Deferred Compensation

51 Pay Ratio

52 56

Potential Payments on Termination or Change in Control

PROPOSAL 3 - APPROVAL OF THE GIBRALTAR INDUSTRIES, INC. AMENDED AND RESTATED 2016 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

59 61

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT PROPOSAL 4 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

61 INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

62 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

63 AUDIT AND RISK COMMITTEE REPORT

64 ADDITIONAL INFORMATION

66 EQUITY COMPENSATION PLAN INFORMATION

66 DELINQUENT SECTION 16(a) REPORTS

66 OTHER MATTERS

67 STOCKHOLDERS' PROPOSALS

67 AVAILABILITY OF FISCAL YEAR 2021 ANNUAL REPORT

• A-1 APPENDIX A - NON-GAAP MEASUREMENTS

• B-1 APPENDIX B - AMENDED AND RESTATED 2016 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

2022 PROXY STATEMENT

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