D. Christian Koch
CARLISLE COMPANIESAbout D. Christian Koch
D. Christian “Chris” Koch, age 60, serves as Chair of the Board (since May 2020) and President & Chief Executive Officer (since January 2016) of Carlisle Companies. He previously served as COO (2014–2015), Group President of Carlisle Diversified Products (2012–2014), President of Carlisle Brake & Friction (2009–2012), and President of Carlisle Asia Pacific (2008–2009). He has served on The Toro Company’s board since April 2016 . Under his leadership, Carlisle pivoted to a pure-play building products company (Vision 2030), improved operating metrics in 2024 (sales +7.3%, earnings +19.1% YoY), and delivered strong relative TSR performance that paid 2022 PSU awards at 200% based on 3-year TSR at the 81.69th percentile versus the S&P MidCap 400 .
5-year TSR context (value of $100 investment): $241.66 as of 2024 year-end (company), indicating substantial outperformance versus the peer index framework used in compensation analytics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carlisle Companies | Chair of the Board | May 2020–present | Combined Chair/CEO role leading strategy, capital allocation, and investor engagement; Lead Independent Director structure in place . |
| Carlisle Companies | President & CEO | Jan 2016–present | Led Vision 2030, portfolio reshaping (e.g., CIT sale) and margin/earnings improvement . |
| Carlisle Companies | Chief Operating Officer | May 2014–Dec 2015 | Enterprise operations leadership . |
| Carlisle Diversified Products | Group President | Jun 2012–May 2014 | Business leadership within diversified portfolio . |
| Carlisle Brake & Friction | President | Jan 2009–Jun 2012 | Segment leadership . |
| Carlisle Asia Pacific | President | Feb 2008–Jan 2009 | Regional leadership, international operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Toro Company | Director | Apr 2016–present | Public company directorship . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Annual Incentive ($) | Total Compensation ($) |
|---|---|---|---|---|
| 2022 | 1,330,000 | — | 2,939,300 | 11,517,926 |
| 2023 | 1,400,000 | — | 382,200 | 11,029,086 |
| 2024 | 1,442,000 | 130% | 3,736,100 | 14,236,352 |
Perquisites and other: 2024 included matching contributions (qualified and supplemental), supplemental LTD insurance, dividends on unvested RS, tax prep/financial advisory reimbursement, and charitable matching; total $303,133 .
Say‑on‑Pay support: ~88% approval at 2024 annual meeting for prior-year NEO pay .
Performance Compensation
Annual Incentive (2024 – CEO weighting and outcomes)
| Metric | Weight | Threshold | Target | Max | Actual 2024 | Actual 2023 |
|---|---|---|---|---|---|---|
| Sales | 25% | $4.599B | $4.737B | $4.921B | $4.915B | $4.582B |
| Operating Income Margin | 20% | 21.2% | 21.7% | 22.2% | 23.3% | 21.7% |
| Average Working Capital % Sales | 15% | 18.9% | 18.4% | 17.9% | 17.3% | 18.4% |
| Earnings | 40% | $693M | $766M | $803M | $868M | $729M |
- CEO Annual Incentive mechanics: threshold 50% payout, target 100%, max 200%; 2024 payout for Koch: $3,736,100 (199% of target; 259% of base salary) .
- Metrics adjusted per policy for M&A, restructuring, insurance recovery; see adjustments detail .
Long-Term Incentives (2024 grants; vesting 3 years)
- Mix: Options (1/3), RS (1/3), PSUs (1/3) for CEO; PSUs based on 3‑yr relative TSR vs S&P MidCap 400: 0% at <25th pct, 50% at 25th, 100% at 50th, 200% at ≥75th; dividends accrue and pay on earned PSUs .
- 2024 CEO awards: 26,220 options @ $320.38 (10‑yr term; ratable vest over 3 yrs) ; 7,875 RS (cliff vest at 3 yrs) ; 7,875 PSU target (0–200% earnout) .
- Payout history: For the 2022–2024 PSU cycle, Carlisle’s 3‑yr TSR of 61.47% ranked at the 81.69th percentile, paying PSUs at 200% of target .
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 28, 2025)
| Holder | Shares Owned | Options | Share Equivalent Units | Total Beneficial | % of SO |
|---|---|---|---|---|---|
| D. Christian Koch | 234,244 (incl. 24,245 restricted; 1,455 in 401(k)) | 66,857 | 388 | 301,489 | ~0.68% (301,489 / 44,149,183) |
Notes:
- Performance shares excluded from beneficial ownership: 24,245 (to the extent earned, vest/pay on 3rd anniversary) .
- Shares outstanding reference: 44,149,183 as of Feb 28, 2025 .
Outstanding Equity (as of Dec 31, 2024)
| Type | Amount | Key Terms/Values |
|---|---|---|
| Unexercisable options | 26,220 @ $320.38 exp. 1/29/2034; 21,857 @ $250.86 exp. 1/30/2033; 12,087 @ $222.35 exp. 2/7/2032; staged vesting over 3 years . | |
| Unvested RS | 26,515 shares; MV $9,779,793 at $368.84 (12/31/24) . | |
| Unearned PSUs (max) | 53,030 shares; MV $19,559,585 at $368.84 (12/31/24) . |
Vesting Schedule (CEO)
| Vest Date | RS Shares Vesting |
|---|---|
| Feb 8, 2025 | 8,875 |
| Jan 31, 2026 | 9,765 |
| Jan 30, 2027 | 7,875 |
Policies and Alignment
- Executive stock ownership guideline: CEO 10x prior-year base salary; retention of at least 50% of after-tax shares from vest/exercise until achieved; as of Feb 28, 2025, CEO and other Section 16 officers with ≥5 years satisfied requirements .
- Hedging prohibited for directors, officers, employees .
- Option repricing prohibited; options must be granted at or above FMV .
Insider Liquidity Indicators
- 2024 realized value from option exercises: 119,510 shares; $27,165,506 value; stock awards vested: 37,830 shares; $12,143,052 value . Monitor Form 4s around vest dates and scheduled option-vesting tranches for potential selling pressure signals.
Employment Terms
Change-in-Control (CIC) Agreements
- CEO severance: If employment terminates for any reason (including resignation) within 3 years after a CIC (other than death/disability or after attaining age 65), benefits include 3 years’ compensation (salary+bonus), 3 years of benefits continuation, supplemental retirement credits (~3 years), relocation assistance; options and restricted stock fully vest; PSUs pay at maximum on CIC termination .
- Excise tax gross-up: For Koch (and Selbach), gross-up provided if excess parachute payments exceed 115% of safe harbor; otherwise cutback applies. Newer CIC agreements for other executives exclude gross-ups and are double-trigger (termination without cause or resignation for good reason) .
- Estimated CEO CIC package (12/31/24): total $52.0M, including severance $15.53M, options vesting $5.62M, RS vesting $9.78M, PSU vesting $19.56M, benefits and special retirement .
Other Terms
- No general employment agreement; no standard severance absent CIC .
- Equity award agreements include 1-year non-compete post-termination for recipients of options/RS/PSUs .
- If terminated without cause (non‑CIC): options continue to vest per schedule and remain exercisable to full term; RS fully vest; PSUs remain outstanding and pay based on performance after performance period .
Clawback
- Mandatory clawback policy adopted per SEC/NYSE rules for erroneously awarded incentive-based compensation from Section 16 officers upon accounting restatement, regardless of fault .
Related Person Transactions
- None in 2024 .
Board Governance
Service, Independence, Leadership
- Director since January 2016; current term expires 2025 .
- Dual role as Chair and CEO; not independent; Lead Independent Director role (Robin J. Adams) provides counterbalance with defined responsibilities and executive sessions each regular meeting .
- Committee memberships: Koch is not listed on Audit, Compensation, or Corporate Governance & Nominating committees .
- Meeting attendance: all directors attended all Board and committee meetings in 2024; directors also attended 2024 annual meeting .
- Employee directors receive no additional director compensation .
Compensation Committee and Process
- Compensation Committee (independent): Chair Corrine D. Ricard; members Robert G. Bohn, Jonathan R. Collins, C. David Myers, Gregg A. Ostrander, Jesse G. Singh .
- Independent consultant: Willis Towers Watson; provides executive and director pay benchmarking; no conflicts identified .
- Benchmarking and LTI design: Executive total direct compensation targeted between 1st–3rd quartiles of similarly sized companies; PSUs benchmark TSR to S&P MidCap 400 .
Performance & Track Record
Selected Operating and TSR Indicators
- 2024 vs 2023 adjusted performance used for annual incentive: Sales +7.3%, OI margin +160 bps, Avg. working capital % sales −110 bps, Earnings +19.1% .
- Portfolio execution: CIT sale announced Jan 30, 2024 for $2.025B; consistent with pivot to building products (Vision 2030) .
Revenues and EBITDA (FY)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue ($mm) | 3,969.9* | 3,836.7* | 5,449.4* | 4,586.9* | 5,003.6* |
| EBITDA ($mm) | 708.9* | 805.0* | 1,456.1* | 1,189.3* | 1,291.9* |
| *Values retrieved from S&P Global. |
Compensation Structure Analysis
- Strong pay-for-performance link: 2024 annual incentive centered on earnings (40% weight), with balanced sales, margin, and working capital metrics; actual results exceeded targets, driving a 199% of target payout for the CEO .
- Long-term alignment: One‑third PSUs with relative TSR vs S&P MidCap 400 and 0–200% outcome; 2022 cycle paid at max given top‑quartile performance .
- Mix and risk: Inclusion of options (10‑year term) emphasizes absolute value creation; repricing prohibited; time‑vested RS provides retention .
- Governance flags: CEO CIC is effectively single-trigger (walk-away) within 3 years post‑CIC and includes potential excise tax gross-up — both investor‑sensitive features; newer agreements for other executives are double-trigger and no gross‑ups .
Equity Ownership & Pledging/Hedging
- Ownership guideline: CEO 10x salary; retention of 50% of after-tax net shares until met; CEO meets requirement .
- Hedging: Prohibited for directors, officers, employees .
- Pledging: No explicit pledging disclosure in proxy; insider trading policy referenced in 10‑K .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: ~88% approval, indicating broad shareholder endorsement of pay outcomes and program design .
Compensation Peer Group & Benchmarking
- Executive comp market data sourced from Willis Towers Watson’s general industry survey for similarly sized companies (size‑adjusted via regression); total direct compensation managed within 1st–3rd quartiles .
- PSU performance comparator: S&P MidCap 400 Index TSR .
- Director compensation benchmarking: Willis Towers Watson reviewed ~296 U.S. public companies ($3–$9B revenues); led to increases to slightly above 50th percentile and simplification of retainer structure .
Employment & Contracts Details
- No standard employment contracts or severance for executives outside of CIC agreements .
- Equity award treatment on termination without cause: options continue to vest and are exercisable to full term; RS fully vest; PSUs remain outstanding and pay based on actual performance at period end .
- Clawback policy adopted per SEC/NYSE; filed with 10‑K .
Investment Implications
- Positive alignment: High at‑risk pay mix, rigorous multi‑metric annual plan, and relative TSR‑based PSUs support pay-for-performance alignment; CEO meets stringent 10x salary ownership guideline and hedging is prohibited .
- Watch governance trade‑offs: Combined Chair/CEO mitigated by a robust Lead Independent Director role and independent committees; however, CEO’s CIC “walk‑away” severance and potential excise tax gross‑up are shareholder‑unfriendly features .
- Trading signals: Significant scheduled RS/option vesting through 2027 and large 2024 option exercises warrant monitoring of Form 4 activity around vest dates for potential supply; PSU cycles remain leveraged to relative TSR outcomes .
- Execution track record: Vision 2030 and portfolio reshaping (e.g., CIT sale) coupled with 2024 operating improvements and top‑quartile relative TSR support confidence in continued value creation, though cyclical end markets and acquisition/integration execution remain key drivers .