Corrine D. Ricard
CARLISLE COMPANIESAbout Corrine D. Ricard
Corrine D. Ricard is an independent director of Carlisle Companies (CSL), age 61, serving on the Board since February 2016; her current term expires in 2027. She is the former Senior Advisor and Senior Vice President – Digital Strategy and Transformation at The Mosaic Company and previously President of Mosaic Fertilizantes, with deep experience in international commerce, M&A, supply chain, and manufacturing; prior roles include senior leadership positions in HR, commercial, business development, and supply chain, and earlier career at Cargill in supply chain, product management, and international sales . The Board has affirmatively determined she is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Mosaic Company | Senior Advisor | Oct 2024–Dec 2024 | Advisory capacity on digital strategy/transformation |
| The Mosaic Company | SVP – Digital Strategy & Transformation | Jan 2024–Sep 2024 | Led digital transformation initiatives |
| Mosaic Fertilizantes (The Mosaic Company) | President | Nov 2019–Dec 2023 | Led Brazilian phosphate/potash business; international operations |
| The Mosaic Company | SVP – Commercial | Feb 2017–Oct 2019 | Led commercial and supply chain organizations |
| The Mosaic Company | SVP – Human Resources | Apr 2012–Feb 2017 | Executive HR leadership |
| The Mosaic Company | VP – International Sales & Distribution | Mar 2011–Apr 2012 | International sales channels |
| The Mosaic Company | VP – Business Development | Mar 2007–Mar 2011 | M&A and JV transactions experience |
| The Mosaic Company | VP – Supply Chain | Oct 2004–Mar 2007 | Supply chain leadership |
| Cargill, Inc. | Various roles in supply chain, product management, international sales | Prior to Mosaic’s formation | Global agricultural products exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | None disclosed | — | No other public company directorships listed for Ms. Ricard in the 2025 proxy |
Board Governance
- Committee assignments: Audit Committee member; Chair of the Compensation Committee .
- Independence: Board determined Ms. Ricard is independent under Company standards, NYSE, and SEC rules .
- Attendance: Each incumbent director attended all Board and committee meetings on which they served during 2024; Board held six meetings; independent directors met in executive session at each regular Board meeting .
- Committee activity: Audit Committee held six meetings; Compensation Committee held three; Corporate Governance & Nominating Committee held two in 2024 .
- Chair rotation guideline: Committee chairs typically serve for three years to enhance committee effectiveness .
Fixed Compensation
| Director | Annualized Cash Retainer | Committee Chair Fees (annualized) | Meeting Fees | Fees Earned/Paid in Cash (2024) | All Other Compensation (Dividends) | Notes |
|---|---|---|---|---|---|---|
| Corrine D. Ricard | $125,000 | Compensation Chair: $20,000 | None (no attendance fees) | $148,750 (actual for 2024) | $1,927 | Eligible to elect up to half of annual fee in Shares; program simplified in 2024 per WTW benchmarking |
- Program changes (May 1, 2024): WTW benchmarking found CSL’s director pay below the 50th percentile; Board simplified structure (higher fixed board retainer; eliminated member retainers) and increased cash/stock compensation to slightly above the 50th percentile .
- Deferred Compensation: Non-employee directors may defer up to 100% of cash fees or restricted Shares into fixed rate or Share equivalent unit options; cash fee deferrals always 100% vested; restricted Shares vest per original award; payments generally after termination of service .
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Grant Date Fair Value | Vesting Terms | Notes |
|---|---|---|---|---|---|
| Restricted Shares (director equity) | Apr 30, 2024 | 451 | ≈$175,000 | Earlier of one year from grant or retirement at age 72 or after 18 consecutive years of service | Directors receive dividends during vesting; stock awards shown were the only outstanding as of Dec 31, 2024 |
- Stock-Based Awards: Non-employee directors are eligible for restricted Share grants with grant date fair value ≈$175,000 at each Annual Meeting; prorated grants upon mid-year elections .
- Director Stock Ownership Policy: Each non-employee director must own Shares equal to 5x the annual fee within five years; includes Shares, Share equivalent units, and restricted Shares; as of Dec 31, 2024, each director with ≥5 years on the Board met the requirement (includes Ms. Ricard) .
- Compensation Committee Performance Oversight (executive comp context): CSL identifies Sales, Operating Income Margin, Average Working Capital as % of Sales, and Adjusted Earnings as most important performance measures for named executive officers’ 2024 compensation decisions (relevant to Ms. Ricard’s role as Compensation Committee Chair) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee Interlocks | No interlocks or insider participation requiring related-person disclosure for any 2024 Compensation Committee member, including Ms. Ricard; none of the committee members served as CSL officers/employees in 2024 |
| Related Person Transactions | None in 2024; any related person transactions >$120,000 require Corporate Governance & Nominating Committee approval; none occurred |
Expertise & Qualifications
- Expertise: International business issues, M&A, manufacturing, corporate governance; diversity representation (female) .
- Background highlights: Executive management experience across commercial, supply chain, HR, digital transformation; extensive experience with mergers and acquisitions, JVs, international commerce and supply chain from Mosaic/Cargill roles .
Equity Ownership
| As of Feb 28, 2025 | Shares Owned | Shares Subject to Options | Share Equivalent Units | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|---|
| Corrine D. Ricard | 4,851 (includes 451 restricted Shares) | 0 | 6,993 | 11,844 | * Less than 1% (44,149,183 Shares outstanding) |
- Hedging policy: Directors, officers, and employees are prohibited from engaging in hedging transactions that offset declines in CSL equity value (e.g., prepaid forwards, swaps, collars, exchange funds) .
- Insider trading policy: CSL maintains policies designed to promote compliance with insider trading laws; policy filed as an exhibit to the 2024 10-K .
Governance Assessment
- Board effectiveness and engagement: Ms. Ricard chairs the Compensation Committee and serves on the Audit Committee, aligning with her deep operational and international experience; 100% attendance indicates high engagement; independent directors meet in executive session at each regular Board meeting, strengthening oversight .
- Alignment and incentives: Director equity is time-based and complemented by a robust ownership requirement (5x annual fee), with Ms. Ricard meeting the threshold after >5 years of service; dividends on restricted Shares are paid during vesting, and she holds both Shares and Share equivalent units .
- Conflicts and red flags: No related person transactions in 2024; Compensation Committee interlocks/insider participation not present; strong anti-hedging policy in place. No pledging disclosures noted; no meeting fees or option awards to directors; compensation structure simplified and benchmarked above the 50th percentile, which improves competitiveness but warrants monitoring for pay inflation risk over time .
- Committee leadership rotation: Three-year chair rotation guideline enhances independence and prevents entrenchment in key committees (Compensation, Audit, Governance) .