Jesse G. Singh
CARLISLE COMPANIESAbout Jesse G. Singh
Independent director of Carlisle Companies Incorporated (CSL); age 59, serving since December 2017, with current term expiring at the 2026 Annual Meeting. Singh is Chief Executive Officer of The AZEK Company (since June 2016) and brings deep building products and international manufacturing experience; he meets the NYSE/SEC independence standards and the Board’s independence standards. He is identified by CSL as meeting the definition of an “Audit Committee Financial Expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3M Corporation | Variety of leadership roles, including international positions | Not disclosed | International manufacturing operations experience |
| General Electric Company | General management, marketing, account management | Not disclosed | Broad operating and commercial experience |
| Arthur Andersen | Professional services roles | Not disclosed | Finance and governance orientation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The AZEK Company | Chief Executive Officer | Since June 2016 | Leading building products manufacturer |
Board Governance
- Committee assignments: Audit Committee (Member) and Compensation Committee (Member); no chair roles.
- Independence: Board determined Singh is independent under CSL standards and NYSE/SEC rules (evaluation in December 2024).
- Attendance: Each incumbent director attended all Board and committee meetings in 2024; Board held six meetings, Audit held six, Compensation held three; independent directors met in executive session after each regularly scheduled Board meeting.
- Lead Independent Director: Role held by Robin J. Adams; not Singh.
- Audit Committee Financial Expert: Singh is designated as meeting the “Audit Committee Financial Expert” definition.
- Related party transactions: None in 2024.
- Hedging policy: Directors/officers/employees prohibited from hedging CSL equity.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash fees | $128,750 | Actual fees earned/paid in cash for 2024. No meeting fees. |
| Standard Board retainer | $125,000 | Non-employee director retainer; up to half may be elected in Shares. |
| Committee chair fees | N/A | Audit Chair $25,000; Compensation Chair $20,000; Governance/Nominating Chair (Lead Independent Director) $45,000. Singh not a chair. |
| Deferred comp “above market” interest | $124 | Above-market portion of deferred fees interest per SEC rules. |
| All other compensation (dividends on unvested restricted stock) | $1,927 | Dividends on unvested restricted Shares. |
| Total director compensation | $305,801 | Fees + stock awards + above market interest + other. |
Program design notes:
- Mix and benchmarking: April 2024 review by Willis Towers Watson found CSL director pay below median; Board increased cash and equity to slightly above 50th percentile and simplified structure (higher fixed retainer; eliminated committee membership retainers).
- Stock ownership guideline: Directors must own Shares equal to 5× annual fee within five years; as of Dec. 31, 2024, all directors with ≥5 years of service met the requirement (Singh joined in 2017).
- No meeting fees; ability to elect up to half of cash retainer in Shares; eligibility for Deferred Compensation Plan for Non-Employee Directors.
Performance Compensation
| Equity Award (2024) | Grant date | Number of Shares | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Shares | April 30, 2024 | 451 | ~$175,000 | Earlier of one year from grant or director retirement at age 72/18 years of service; dividends paid during vesting | Standard annual director grant; prorated if elected mid-cycle. |
- Directors are eligible for stock-based awards (restricted Shares; not PSUs/options for directors). No performance metrics apply to director equity grants; awards are time-based.
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Conflicts disclosed |
|---|---|---|---|
| CSL | Director | Audit (Member), Compensation (Member) | Compensation Committee Interlocks: Committee members (including Singh) had no related-party relationships requiring disclosure; no interlocking directorates disclosed for 2024. |
- Compensation consultant: Willis Towers Watson engaged; determined independent; provides no other services to CSL management.
Expertise & Qualifications
- Building products industry leadership and international manufacturing operations experience.
- Experience as Chair/CEO of a multinational business; M&A and manufacturing expertise; corporate governance experience.
- Meets definition of “Audit Committee Financial Expert.”
Equity Ownership
| As of Feb. 28, 2025 | Count | Notes |
|---|---|---|
| Shares owned | 3,113 | Includes 451 restricted Shares. |
| Share equivalent units | 4,583 | Deferred compensation in Share equivalents; no voting power. |
| Options | 0 | None disclosed for directors. |
| Total beneficial ownership | 7,696 | Less than 1% of shares outstanding. |
| Shares outstanding (reference) | 44,149,183 | Used for percentages in management table. |
Ownership alignment:
- Director stock ownership guideline: ≥5× annual fee within five years; directors with ≥5 years met the guideline as of 12/31/2024.
- Hedging prohibited; no pledging policy disclosed; no shares pledged disclosed.
Governance Assessment
- Strengths: Independent status (despite being a public-company CEO), 100% attendance, service on Audit and Compensation committees with designation as an Audit Committee Financial Expert, and compliance with robust director stock ownership guidelines. Director compensation mix is straightforward (cash retainer plus time-based restricted Shares), benchmarked and adjusted to market, with no meeting fees that could bias engagement.
- Watchpoints/RED FLAGS:
- Industry overlap: As CEO of The AZEK Company, a building products manufacturer, there is potential for competitive sensitivities or perceived conflicts; however, CSL’s Board affirmed independence and disclosed no related person transactions in 2024. Continued monitoring for any related-party dealings or information-sharing risks is prudent.
- Compensation oversight optics: Singh serves on the Compensation Committee; while the consultant (WTW) is independent and no interlocks were disclosed, investors typically scrutinize committee members who are sitting public-company CEOs for potential peer benchmarking inflation. No specific concerns were disclosed by CSL.
- Shareholder sentiment: Say‑on‑pay support for CSL’s executive program was ~88% in 2024, indicating generally positive investor confidence in CSL’s pay-for-performance framework.