James D. Frias
CARLISLE COMPANIESAbout James D. Frias
Retired finance executive with deep manufacturing and M&A experience; age 68 and a continuing director of Carlisle Companies Incorporated (CSL) since February 2015, with his current term expiring in 2027 . Former CFO, Treasurer and EVP of Nucor Corporation (2010–2022) and Corporate Controller (2001–2009), and designated “Audit Committee Financial Expert”; identified strengths include international business, M&A, manufacturing, and corporate governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nucor Corporation | Chief Financial Officer, Treasurer & EVP | Jan 2010 – Mar 2022 | Principal financial officer; extensive M&A, JV transactions, new facilities, commercialization of new technology |
| Nucor Corporation | Corporate Controller | Jun 2001 – Dec 2009 | Financial controls and accounting leadership at major steel manufacturer |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Frias in CSL’s 2025 proxy . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Mr. Frias is independent under CSL standards, NYSE and SEC rules (Dec 2024 review) . |
| Committee Assignments (current) | Audit Committee Member; Corporate Governance & Nominating Committee Member . |
| Prior Committee Service | Served on Compensation Committee in 2024 (interlocks section) . |
| Committee Chairs | None for Mr. Frias; current chairs are Myers (Audit), Ricard (Compensation), Adams (Corporate Governance & Nominating, also Lead Independent Director) . |
| Attendance | Each incumbent director attended all Board and applicable committee meetings in 2024; Board held six meetings, Audit (6), Compensation (3), Corporate Governance & Nominating (2) . |
| Lead Independent Director | Structure in place; Mr. Adams presides over executive sessions at every regular Board meeting . |
| Retirement/Refreshment Policy | Mandatory resignation at annual meeting following earlier of age 72 or 18 consecutive years of service; no exemptions . |
| Related Person Transactions | None in 2024; Corporate Governance & Nominating Committee oversees any such items >$120,000 . |
| Hedging Policy | Hedging of CSL equity prohibited for directors, officers, employees and designees . |
Fixed Compensation
| Component | 2024 Amount/Terms |
|---|---|
| Annual Board Retainer (policy) | $125,000; directors may elect to receive up to half in Shares; no meeting fees . |
| Committee Chair Fees (policy) | Audit Chair $25,000; Compensation Chair $20,000; Corporate Governance & Nominating Chair (Lead Independent Director) $45,000 . |
| Mr. Frias – Fees Earned (Cash) | $128,750 . |
| Other Cash/Perqs | Dividends on unvested restricted shares: $1,927 . |
Performance Compensation
| Component | Grant Details | Vesting/Performance Conditions |
|---|---|---|
| Annual Director Equity Grant | 451 restricted shares granted on April 30, 2024; grant date fair value ≈ $175,000 . | Vests on earlier of 1 year from grant or retirement under Board policy (age 72 or 18 years of service) . |
| Deferred Compensation (Director Plan) | Directors may defer up to 100% of cash fees and restricted shares; deferrals can be credited to Share equivalent units or a fixed-rate fund . | Cash deferrals always 100% vested; restricted share deferrals vest per underlying award; paid after service ends . |
Note: Non-employee director equity is time-vested and not tied to operating metrics; CSL’s performance metrics (Sales, Operating Income Margin, Average Working Capital % of Sales, Earnings/Adjusted Earnings) apply to executive annual incentives, not director pay .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other Public Company Boards (current) | None disclosed for Mr. Frias . |
| CSL Compensation Committee Participation | Served as a Compensation Committee member in 2024; no interlocking relationships disclosed . |
Expertise & Qualifications
- Designated “Audit Committee Financial Expert”; prior CFO experience of multinational business .
- Significant manufacturing, M&A, corporate governance, and international business experience .
- Background aligns with CSL’s building products focus; brings financial controls expertise .
Equity Ownership
| Item | Amount | As-of |
|---|---|---|
| Shares Owned | 3,202 (includes 451 restricted shares) . | Feb 28, 2025 |
| Share Equivalent Units | 9,873 (no voting power; paid in Shares after service ends) . | Feb 28, 2025 |
| Total Beneficial Ownership | 13,075 (less than 1%) . | Feb 28, 2025 |
| Shares Outstanding | 44,149,183 . | Feb 28, 2025 |
| Ownership % of Outstanding | ≈0.03% (13,075 / 44,149,183) . | |
| Director Stock Ownership Policy | Requires 5× annual fee ($125k) within 5 years; as of Dec 31, 2024, all directors with ≥5 years of service met the requirement (Mr. Frias joined in 2015) . |
Governance Assessment
- Board effectiveness: Independent director with 100% attendance and dual governance roles (Audit; Corporate Governance & Nominating); prior Compensation Committee service adds pay oversight experience .
- Alignment: Annual restricted share grants and a robust director stock ownership policy (5× retainer) support skin-in-the-game; dividends on unvested shares are modest .
- Conflicts/Red flags: No related-person transactions in 2024; hedging prohibited; no interlocks disclosed; independence re-affirmed in Dec 2024 .
- Shareholder signals: 2024 say-on-pay support ~88%, indicating broad investor endorsement of compensation governance; committee chair rotation and lead independent structure further strengthen oversight .
- Refreshment: Mandatory retirement at 72 or after 18 years promotes renewal; Mr. Frias (age 68; service since 2015) remains within policy parameters .
Overall: Mr. Frias presents as a financially sophisticated, independent director with strong attendance and governance credentials, low conflict risk, and equity alignment consistent with CSL’s policies—supportive of investor confidence in Board oversight .