Christopher B. Gaskill
CARLISLE COMPANIESAbout Christopher B. Gaskill
Christopher B. Gaskill is Vice President & General Counsel of Carlisle Companies (appointed May 15, 2025; age 43). He previously served as EVP, Chief Legal Officer and Secretary at Summit Materials and held senior legal roles at The Western Union Company, Cardinal Health, and Simpson Thacher & Bartlett; he holds a J.D. from the University of Virginia School of Law . Company performance context: in 2024, Carlisle’s adjusted Sales rose 7.3% YoY to $4.915B, Operating Income Margin expanded 160 bps to 23.3%, and adjusted Earnings increased 19.1% ; three-year TSR (2012–2024 PSU performance period) ranked at the 81.69th percentile vs. the S&P MidCap 400, paying PSUs at 200% of target . In Q3 2025, Carlisle reported revenue up 1% YoY to ~$1.3B and adjusted EPS of $5.61, with adj. EBITDA margin of 25.9% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Summit Materials, Inc. (NYSE: SUM) | EVP, Chief Legal Officer & Secretary | Not disclosed | Led global legal function; ensured corporate governance compliance |
| The Western Union Company (NYSE: WU) | Senior Director & Counsel | Not disclosed | Senior corporate legal role supporting a global payments leader |
| Cardinal Health, Inc. (NYSE: CAH) | Senior Counsel | Not disclosed | Senior corporate legal role at a diversified healthcare company |
| Simpson Thacher & Bartlett LLP | Attorney | Not disclosed | Training at a top-tier law firm |
External Roles
- No public company directorships or external board roles were disclosed in the appointment 8‑K and press release .
Fixed Compensation
| Component | 2024 GC role design (reference) | Notes |
|---|---|---|
| Base salary | Not disclosed for Gaskill | 2024 GC (Selbach) base was set via Compensation Committee review; specific GC base not stated . |
| Target annual bonus (% of base) | 80% (applied to CFO and General Counsel) | Role-based target used for 2024 plan; Gaskill participates in the same program post-appointment . |
| Bonus cap | Up to 150% of base for “other NEOs”; 160% for CFO/GC; CEO higher | Risk safeguards include capped payouts (linear curve) . |
Performance Compensation
- Annual incentive metrics and weights for CEO/CFO/GC (2024): Sales (25%), Operating Income Margin (20%), Average Working Capital as % of Sales (15%), Earnings (40%) .
- Consolidated 2024 adjusted outcomes (used for CEO/CFO/GC): Sales $4.915B, OI Margin 23.3%, AWC% Sales 17.3%, Earnings $868M .
- 2024 GC (Selbach) earned 199% of target on consolidated results; structure expected for GC role going forward .
| Metric | Weight | 2024 Threshold | 2024 Target | 2024 Maximum | 2024 Actual (Adj.) |
|---|---|---|---|---|---|
| Sales | 25% | $4.599B | $4.737B | $4.921B | $4.915B |
| Operating Income Margin | 20% | 21.2% | 21.7% | 22.2% | 23.3% |
| Avg. Working Capital as % of Sales | 15% | 18.9% | 18.4% | 17.9% | 17.3% |
| Earnings | 40% | $693M | $766M | $803M | $868M |
| Resulting Payout vs Target (GC reference) | — | — | — | — | 199% |
Long-term incentives (LTI) program design (role-wide):
- Equity mix: typically stock options, time-vested RS (RSUs), and PSUs; vesting 3 years; PSUs earned on 3-year relative TSR vs S&P MidCap 400 (25th=50%; 50th=100%; 75th=200%) with linear interpolation .
- 2024 GC exception: Selbach’s 2024 grant was solely time-vested RS due to contemplated retirement; future GC awards generally use the blended approach .
Equity Ownership & Alignment
| Item | Status / Policy | Evidence |
|---|---|---|
| Beneficial ownership at appointment | Form 3 reported no securities beneficially owned | Filed May 19, 2025 . |
| Ownership guidelines (executives) | 5x prior-year base salary for NEOs; CEO 10x; 3x for other Section 16 officers | Policy and retention requirement (hold 50% of after-tax gains until compliant) . |
| Hedging/Pledging | Hedging prohibited for directors, officers, employees; pledging not expressly disclosed in proxy section cited | Hedging ban and policy reference . |
| Clawback | Mandatory clawback for erroneously awarded incentive-based compensation (Section 16 officers), regardless of fault | NYSE/SEC-compliant policy . |
Employment Terms
| Term | Detail | Evidence |
|---|---|---|
| Appointment | Appointed Vice President & General Counsel, May 15, 2025 | 8‑K Item 5.02 and press release . |
| Benefit participation | Eligible for Supplemental Pension Plan and executive benefit plans | 8‑K references participation and 2025 proxy ; plan descriptions . |
| Change-in-control (CiC) protection | Standard executive severance agreement: if employment is terminated within 3 years after a CiC, entitled to 3 years’ compensation (incl. bonus), equity vesting and continuation of benefits, per agreement terms | 8‑K description . |
| CiC trigger structure and tax gross-ups | Company policy since 2012: benefits only if terminated without cause or resigns with good reason within 3 years post‑CiC; no excise tax gross-ups in future agreements | Compensation policy . |
| Equity vesting on separation | RS/Options vest on death/disability/retirement at or after 65; options remain exercisable to term; if terminated without cause, options continue to vest per schedule; PSUs generally remain outstanding to end of period (earn based on performance); CiC provisions per agreement | Award terms . |
| Non-compete | 1-year non-compete requirement tied to equity awards | Equity award condition . |
Company Performance During Gaskill’s Tenure (recent quarters)
| Metric | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|
| Revenue ($, mm) | 1,450.6* | 1,333.6* | 1,122.9* | 1,095.8* | 1,449.5* | 1,346.9* |
| EBITDA ($, mm) | 425.1* | 361.0* | 251.6* | 236.7* | 385.2* | 343.7* |
Values retrieved from S&P Global.*
Additional qualitative performance: Q3 2025 revenue +1% YoY to $1.3B and adjusted EBITDA margin 25.9% per earnings release .
Say‑on‑Pay & Shareholder Feedback
| Meeting | Approval of NEO pay (prior year) |
|---|---|
| 2024 Annual Meeting | ~88% “FOR” (2023 compensation) |
Compensation benchmarking and peer context:
- The Compensation Committee uses Willis Towers Watson market surveys to benchmark total direct compensation (targeting between 1st and 3rd quartiles for size-adjusted peers); PSU TSR comparator is S&P MidCap 400 .
Insider Transactions (last 24 months)
- Form 3 (initial statement): no CSL securities beneficially owned at appointment (May 19, 2025) .
- No Form 4 transactions for Gaskill were identified to date in Company filings search.
Investment Implications
- Pay-for-performance alignment: GC role comp is heavily at-risk via annual incentives tied to Sales, OI margin, working capital efficiency, and Earnings, and via LTI with TSR-based PSUs—historically paying above target on strong TSR performance . This aligns legal leadership incentives to enterprise value drivers.
- Retention and turnover risk: Standard CiC agreement with three years’ compensation and full benefits reduces flight risk during strategic events; policy is double-trigger with no excise gross-ups, limiting shareholder-unfriendly features . One-year non-compete tied to equity promotes retention post-grant .
- Insider selling pressure: Initial Form 3 shows zero holdings; near-term selling pressure is minimal; as equity is granted, 3-year vesting and ownership retention requirements should mitigate short-term disposal risk .
- Governance safeguards: Hedging prohibited; mandatory clawback in place; robust stock ownership guidelines (5x salary for NEOs) encourage skin-in-the-game over time .