C. David Myers
CARLISLE COMPANIESAbout C. David Myers
C. David Myers, age 61, is an independent director of Carlisle Companies Incorporated (CSL) serving since May 2023; his current term expires at the 2025 Annual Meeting . He is retired and previously served as President – Building Efficiency at Johnson Controls (2005–2014), CEO/President/CFO at York International (pre-2005), and Senior Manager at KPMG LLP, bringing deep finance, operations, and manufacturing expertise; the Board’s skills matrix identifies him as meeting the “Audit Committee Financial Expert” definition .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson Controls, Inc. | President – Building Efficiency | Dec 2005 – Sep 2014 | Led global diversified technology and industrial operations |
| York International Corporation | CEO, President, CFO; earlier leadership roles | To Dec 2005 (acquired by JCI) | End-to-end senior management, finance, operations in HVAC/R |
| KPMG LLP | Senior Manager | Prior to York/JCI roles | Foundation in accounting and financial controls |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| The Manitowoc Company, Inc. (public) | Director | Since Mar 2016 | Audit Committee Chair; Corporate Governance & Sustainability Committee member |
| The Boler Company (Hendrickson International; private) | Director | Since Jan 2017 | Board member |
| First American Funds | Director (former) | Sep 2019 – Dec 2023 | Former mutual fund board role |
Board Governance
| Item | Detail |
|---|---|
| Committee assignments | Audit Committee Chair; Compensation Committee member |
| Independence | Board determined Myers is independent under NYSE and SEC rules |
| Attendance | Board met 6 times in 2024; each incumbent director attended all Board and committee meetings (100% attendance) |
| Committee activity | Audit (6 meetings in 2024), Compensation (3), Corporate Governance & Nominating (2) |
| Lead Independent Director | Robin J. Adams; leads executive sessions of independent directors at every scheduled Board meeting |
| Related-person transactions | None in 2024 |
| Hedging policy | Directors, officers, employees prohibited from hedging CSL equity |
Fixed Compensation
Director compensation mix reflects cash retainers and equity, with incremental fees for chair roles.
| Component (2024) | Amount ($) |
|---|---|
| Annual Board retainer (program design) | $125,000 |
| Audit Committee Chair retainer (program design) | $25,000 |
| Fees earned or paid in cash (Myers actual) | $141,250 |
| Stock awards (restricted Shares grant-date fair value; Myers) | $175,000 |
| Dividends on unvested restricted Shares (Myers) | $1,927 |
| Total 2024 director compensation (Myers) | $318,177 |
Program notes:
- Directors may elect to receive up to half of annual fees in Shares; no meeting fees are paid .
- Board grants ~annual restricted Shares to non-employee directors at ~$175,000 grant-date fair value (451 Shares on 4/30/2024) .
Performance Compensation
CSL does not tie non-employee director compensation to performance metrics (no PSUs/options disclosed for directors); equity grants are time-based restricted Shares.
| Equity Grant Design | Detail |
|---|---|
| Annual restricted Shares | ~$175,000 grant-date value; 451 Shares granted 4/30/2024 |
| Vesting | Earlier of one year from grant or retirement upon age 72 or after 18 consecutive years of service |
| Deferral | Directors may defer up to 100% of cash fees or restricted Shares into Share equivalent units/fixed rate fund under the Deferred Compensation Plan |
Other Directorships & Interlocks
- Compensation Committee membership (CSL): Bohn, Collins, Frias, Myers, Ostrander, Ricard, Singh (2024) .
- Interlocks: No CSL Compensation Committee member served as a CSL officer or had relationships requiring related-person disclosure; no CSL executive served on another issuer’s board/comp committee where there was a reciprocal interlock in 2024 .
Expertise & Qualifications
- Audit/financial expertise: Former CFO (York), KPMG Senior Manager; identified by Board as “Audit Committee Financial Expert” .
- Manufacturing/operations: Senior management across HVAC/R and diversified industrials; M&A, international business issues, cybersecurity, accounting/controls .
- Industry relevance: Significant experience in building products and manufacturing aligned with CSL’s strategy .
Equity Ownership
| Ownership Detail (as of Feb 28, 2025) | Count |
|---|---|
| Shares owned (Myers) | 1,206 (includes 451 restricted Shares) |
| Share equivalent units | 0 |
| Options | 0 |
| Total beneficial ownership | 1,206; less than 1% of shares outstanding |
Additional alignment policies:
- Director stock ownership policy: Non-employee directors must own Shares equal to 5x annual fee within 5 years; as of 12/31/2024, all directors with ≥5 years tenure met the requirement; Myers joined in 2023, within compliance window .
- Hedging prohibition applies to directors .
Governance Assessment
- Strengths: Independent director with deep CFO and manufacturing background; Audit Committee Chair; identified audit financial expert; perfect 2024 attendance; no related-party transactions; strong committee activity cadence; robust hedging prohibition .
- Alignment: Receives a balanced mix of cash retainers and time-based restricted equity; subject to director ownership guidelines (5× annual fee within 5 years) .
- Watch items: Personal shareholding is modest at 1,206 Shares as of 2/28/2025 but within early tenure; continued progress toward 5× guideline expected by 2028 .
- Compensation oversight signal: 2024 say‑on‑pay support was ~88%, indicating generally favorable shareholder sentiment toward pay practices overseen by the Compensation Committee (of which Myers is a member) .