Gareth Joyce
COMPASS MINERALS INTERNATIONALAbout Gareth T. Joyce
Independent director of Compass Minerals (CMP) since 2021; age 51. Currently CEO of Wahoo Fitness; previously CEO of Proterra Inc. through March 2024, with earlier leadership roles at Delta Air Lines and Daimler/Mercedes-Benz in North America and Canada. Serves as Chair of the Environmental, Health, Safety & Sustainability (EHS&S) Committee and member of the Nominating/Corporate Governance (NCG) Committee; Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Proterra Inc. | CEO; President; President Proterra Powered & Energy | CEO 2021–Mar 2024; President 2021; Powered & Energy 2020–2021 | Sustainability and EV technology leadership; international operations |
| Delta Air Lines Inc. | Chief Sustainability Officer; SVP Airport Customer Service; President Delta Cargo | CSO 2020; SVP ACS & President Delta Cargo 2017–2020; President Delta Cargo 2016–2017 | Sustainability and operations expertise |
| Daimler AG / Mercedes‑Benz | President & CEO, Mercedes‑Benz Canada; VP Customer Service, Mercedes‑Benz USA | 2004–2016 (roles of increasing responsibility) | International operations, customer service |
External Roles
| Organization | Role | Public Company Board Status | Notes |
|---|---|---|---|
| Wahoo Fitness | Chief Executive Officer | Not disclosed as public | Current primary occupation |
| Proterra Inc. | Director (public company) | Listed as current in 2024 proxy; not listed in 2025 | 2024 proxy shows “Other Current Public Company Boards: Proterra Inc.”; 2025 snapshot shows zero other boards |
Board Governance
- Committee assignments: Chair, EHS&S; Member, NCG. Both committees’ members are independent; EHS&S oversees safety/environmental performance and compliance; NCG oversees governance and reviews/approves related-party transactions .
- Independence: Board determined Joyce is independent under NYSE rules; CMP’s board independence was 62.5% in the 2025 slate (non-independent: CEO Dowling and KM&T designees Holtzman, Wagnon) .
- Attendance: Each current director attended at least 75% of Board and committee meetings in fiscal 2024; Board held 9 meetings; EHS&S met 4; NCG met 5; independent directors held executive sessions after each meeting .
- Board leadership: Non‑Executive Chairman (Reece), with annual evaluations and executive sessions; anti‑hedging policy prohibits hedging and derivatives by directors .
Fixed Compensation (Non‑Employee Director Program)
| Component | Structure | FY2024 Amounts/Policy | Joyce FY2024 |
|---|---|---|---|
| Annual Board Retainer | Paid in equity quarterly since Mar 29, 2023 | $85,000 (equity) | Included in stock awards |
| Committee Retainers | Equity; Chair vs Member | Audit: Chair $27,500; Member $10,000. Compensation: Chair $22,500; Member $10,000. EHS&S: Chair $17,500; Member $7,500. NCG: Chair $17,500; Member $7,500 | EHS&S Chair and NCG member; included in equity |
| Annual Equity Grant | Time‑based shares/RSUs/DSUs | $120,000 for all directors; +$105,000 supplemental for Non‑Exec Chair | Included in stock awards |
| Vesting | Time‑based | Vests on earlier of next annual meeting (≥50 weeks after grant) or 1‑year anniversary; dividend equivalents on RSUs/DSUs | Applies |
| Joyce Compensation | All equity; no cash | Fees Earned (Cash): $0; Stock Awards: $230,057; Total: $230,057; Instruments granted: 7,786 DSUs and 5,685 RSUs (grant‑date fair value) | $230,057 |
2025 decision: No changes to the non‑employee director compensation program; all director compensation remains in equity .
Performance Compensation
| Performance Linkage for Directors | Metrics | Notes |
|---|---|---|
| None disclosed for non‑employee directors | N/A | CMP’s director pay is retainer + time‑based equity; no director performance metrics specified |
Other Directorships & Interlocks
| Company | Current (2025) | Prior | Notes |
|---|---|---|---|
| Other Public Company Boards | 0 | Proterra Inc. (listed as current in 2024) | No current interlocks disclosed with CMP competitors/customers |
Expertise & Qualifications
- Skills: Business leadership, international operations, sustainability/HCM, operations/EH&S, risk management, sales/marketing, strategy/M&A .
- Rationale: Board cites extensive management experience and sustainability expertise; valuable for EHS&S oversight and strategic planning .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As‑of Date | Notes |
|---|---|---|---|---|
| Gareth T. Joyce | 19,345 | ~0.05% (19,345 / 41,465,485) | Jan 6, 2025 | “Less than 1%” per proxy footnote |
| Instruments (FY2024 awards) | 7,786 DSUs; 5,685 RSUs | N/A | FY2024 grants | DSUs/RSUs accrue dividend equivalents; vest per policy |
| Ownership Guidelines | 5x annual cash retainer for directors; 5 years to comply | Policy applies | As of Dec 2024: all directors met or were within window | RSUs/earned PSUs/DSUs count toward compliance |
| Hedging/Pledging | Hedging/derivatives prohibited | Policy | Fiscal 2024 highlights | Anti‑hedging policy applies to directors |
Governance Assessment
- Strengths: Independent director with relevant sustainability/operations background; chairs EHS&S and serves on NCG (which reviews related‑party transactions), reinforcing ESG and governance oversight; director pay fully in equity, improving alignment; attendance at least 75% and regular executive sessions support board effectiveness .
- Alignment: Beneficial ownership is modest (~0.05%), but CMP’s ownership guidelines require 5x annual cash retainer and directors are compliant or within the window; director retains DSUs/RSUs which count toward guidelines .
- Potential Conflicts: No current other public company boards and no disclosed related‑party transactions involving Joyce; NCG (including Joyce) oversees any RPTs, mitigating risk .
- RED FLAGS: None disclosed specific to Joyce (no low attendance, no cash-heavy director pay, no hedging); modest direct share ownership could be viewed as limited “skin‑in‑the‑game,” partially offset by equity‑only compensation and ownership policy .
Section 16(a) compliance: CMP states all directors/officers complied with filing requirements in fiscal 2023 (proxy reporting period), indicating baseline reporting discipline .