Frank J. Ready
CARLISLE COMPANIESAbout Frank J. Ready
Frank J. Ready, age 63, is President of Carlisle Weatherproofing Technologies (CWT) and has held this role since February 2022; he joined Carlisle in September 2021 following his tenure as President & CEO of Henry Company (2014–Feb 2022) . Under his leadership, CWT reported 2024 revenue of $1,299.3 million (down 2.6% YoY) with operating margin of 13.4% vs. 14.1% in 2023 . Company-wide performance over five years shows TSR of 241.57 vs. 163.53 for the S&P MidCap 400, supporting long-term value creation during Carlisle’s pivot to building products (Vision 2030) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Henry Company | President & Chief Executive Officer | 2014–Feb 2022 | Led a leading building envelope solutions provider; experience aligns with CWT’s growth and margin expansion agenda . |
| Carlisle Companies | President, CWT | Feb 2022–present | Oversees CWT’s building envelope offerings (air/vapor barriers, waterproofing, spray foam, EPS); focused on margin expansion and product innovation under COS and Vision 2030 . |
External Roles
No public company directorships or committee roles disclosed for Mr. Ready in the 2024 10-K or 2025 proxy statement .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $577,125 | $600,000 | $630,000 |
| Bonus | $0 | $0 | $0 |
| Stock Awards (RSUs/PSUs grant-date fair value) | $696,956 | $740,099 | $776,476 |
| Option Awards (grant-date fair value) | $296,868 | $297,913 | $318,035 |
| Non-Equity Incentive Plan Compensation | $735,800 | $441,000 | $156,400 |
| Change in Pension Value & Above-Market Deferred Earnings | $5,449 | $46,143 | $28,247 |
| All Other Compensation (perquisites, matches, dividends) | $16,035 | $25,654 | $31,991 |
| Total Compensation | $2,328,233 | $2,150,809 | $1,941,149 |
Performance Compensation
| Metric (CWT 2024) | Weight | Threshold | Target | Maximum | Actual 2024 | Note |
|---|---|---|---|---|---|---|
| Business Unit Sales | 35% | $1.345B | $1.386B | $1.439B | $1.298B | Below threshold |
| Operating Income Margin | 40% | 14.2% | 14.7% | 15.2% | 13.7% | Below threshold |
| Avg Working Capital as % of Sales | 15% | 19.1% | 18.6% | 18.1% | 18.8% | Between threshold/target |
| Consolidated Earnings (Company) | 10% | $693M | $766M | $803M | $868M | Above maximum |
- 2024 annual incentive outcome: 25% of base salary, equating to 33% of target for Mr. Ready, reflecting CWT underperformance offset by strong consolidated earnings .
- Target annual incentive: 75% of base salary for Mr. Ready (CWT President) .
Long-term equity award design and vesting:
- 2024 equity grant mix: options, time-vested restricted shares (RSUs), performance shares (PSUs) (each one-third of LTI target for NEOs other than the General Counsel) .
- Performance Shares: 3-year performance; TSR vs. S&P MidCap 400; 0%/50%/100%/200% payout at 25th/50th/75th percentile thresholds, with linear interpolation; dividends accrue and pay on earned shares .
- Options: 3-year ratable vesting; 10-year term; strike at grant-date fair market value; repricing prohibited .
- Non-compete: all employees receiving stock options, PSUs, RSUs are subject to a 1-year non-compete following termination .
2024 equity grant details (Mr. Ready):
| Award Type | Grant Date | Quantity | Strike/Terms | Vesting |
|---|---|---|---|---|
| RSUs | Jan 30, 2024 | 985 shares | n/a | Vests on Jan 30, 2027; dividends paid during vesting; earlier vesting on death/disability/retirement at/after 65/termination without cause/change-of-control terms |
| PSUs (target) | Jan 30, 2024 | 985 target; 493 threshold; 1,970 max | 3-year TSR vs. S&P MidCap 400 | Earn at end of performance period (Dec 31, 2026); dividends accrue on earned shares |
| Stock Options | Jan 30, 2024 | 3,275 shares @ $320.38 | 10-year term | Vest 1/3 on Jan 30, 2025; 1/3 Jan 30, 2026; 1/3 Jan 30, 2027; early vesting per death/disability/retirement at/after 65/change-of-control terms |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (Shares Owned) | 5,510 shares (includes 3,005 restricted shares) | Ownership %: less than 1% |
| Shares Subject to Options | 9,074 | Excludes PSUs; options reflect exercisability definition per proxy |
| Performance Shares (excluded from beneficial ownership) | 3,005 awarded (general exclusion noted) | PSUs vest/pay after 3 years based on relative TSR |
| RSUs Unvested (12/31/2024) | 3,480 shares; market value $1,283,563 | Valued at $368.84 on 12/31/2024 |
| PSUs Unearned (12/31/2024) | 6,960 max shares; payout value $2,567,126 | Valued at $368.84 on 12/31/2024 |
| Options Unexercisable (sample) | 3,275 @ $320.38 exp 1/29/2034; 2,677 @ $250.86 exp 1/30/2033; 1,768 @ $222.35 exp 2/7/2032 | 3-year ratable vesting schedules disclosed |
| RSU Vesting Schedule | 1,300 (Feb 8, 2025); 1,195 (Jan 31, 2026); 985 (Jan 30, 2027) | Helps anticipate near-term vesting-related supply |
| Stock Ownership Guidelines | NEOs: 5× prior-year base salary; retention of at least 50% after-tax value of vested/eXercised equity until met | As of Feb 28, 2025, NEOs who have been Section 16 officers ≥5 years were in compliance |
| Hedging/Pledging | Hedging prohibited for directors/officers/employees ; plan references policy on hedging/pledging | No pledging disclosures identified in 2025 proxy/2024 10-K |
Employment Terms
| Provision | Details |
|---|---|
| Employment start at Carlisle | September 2021; President, CWT since February 2022 |
| Change-of-Control (CoC) Agreement | Double trigger; benefits payable only if terminated without cause or resigns with good reason within three years after a CoC; no age-based reduction |
| CoC Cash Severance Multiple | 3× highest annual compensation (salary + annual incentive) over prior three years |
| CoC Continued Benefits | Estimated $85,000 for life/accident/health/fringe over three years (illustrative at 12/31/2024) |
| CoC Equity Treatment | Options and RSUs vest per terms; PSUs earned at maximum upon qualifying CoC termination; otherwise PSUs remain outstanding and earn based on performance |
| Estimated CoC Payout (12/31/2024 scenario) | Severance $3,938,775; benefits $85,000; vesting value: options $733,533; RSUs $1,283,563; PSUs $2,567,126; special retirement benefits $165,104; total $8,773,101 |
| Tax Gross-ups | Not provided; no gross-up on excess parachute payments for agreements adopted post-2012 (applies to Ready) |
| Non-Compete | 1-year non-compete applies to employees receiving equity awards |
| Clawback | NYSE/SEC-compliant clawback policy adopted; recovery of incentive-based compensation upon accounting restatement, including TSR-based awards via reasonable estimate |
| Deferred Compensation | No contributions or balance reported for Ready in 2024 |
| Pension/SERP | Supplemental Pension Plan credited service: 2.33 years; present value $79,839 (12/31/2024) |
Investment Implications
- Pay-for-performance alignment: A modest 2024 annual bonus (33% of target) reflects CWT’s below-threshold sales and margin outcomes despite strong consolidated earnings—supporting a balanced incentive design that penalizes underperformance at the business unit level .
- Retention risk: Substantial unvested RSUs (3,480 shares) and multi-year PSUs (up to 6,960 max) plus staged option vesting through 2027 indicate meaningful “golden handcuffs.” The double-trigger CoC protection without tax gross-up (post-2012 standard) is market-aligned and lowers gross-up red-flag risk .
- Trading signals: Upcoming RSU vest dates (Feb 2025, Jan 2026, Jan 2027) and option vest tranches (2025–2027) may create periodic supply; monitor Form 4 filings around vest/exercise windows for potential insider selling pressure .
- Governance and alignment: Strict hedging prohibition and robust stock ownership policy (5× salary for NEOs, retention of 50% after-tax gains until compliant) plus an SEC/NYSE clawback policy strengthen shareholder alignment and mitigate reputational and restatement risks .
- Execution focus: With CWT margin compression (13.4% in 2024 vs. 14.1% in 2023), Ready’s incentive structure targets operating margin, working capital efficiency, and unit sales—watch for momentum from integration synergies (PFB/ThermaFoam) and retail category expansion cited in Vision 2030 to restore growth and margins .
Additional context: Say-on-pay support of ~88% for 2023 compensation suggests broad shareholder endorsement of Carlisle’s program structure and alignment .