Jonathan R. Collins

About Jonathan R. Collins

Jonathan R. Collins (age 48) is an independent director of Carlisle Companies Incorporated (CSL) and a nominee for re‑election in 2025 with service beginning in September 2016; his term listed in the proxy expires at the 2025 annual meeting . He is Senior Vice President, eCommerce at Parts Town Unlimited (since April 2023) with more than 19 years of digital marketing and eCommerce experience across international industrial companies; the Board’s skills matrix recognizes his qualifications in audit financial expertise, international business, M&A, and corporate governance, and notes his African American diversity attribute . The Board affirmatively determined Collins is independent under NYSE and SEC rules .

Past Roles

External Roles

Board Governance

• Committee assignments: member, Compensation Committee; member, Corporate Governance & Nominating Committee (not a chair) .
• Independence: Board determined he is independent under CSL standards, NYSE and SEC rules .
• Attendance: CSL’s Board held six meetings in 2024; each incumbent director attended all Board and assigned committee meetings; independent directors met in executive session at every regular meeting .
• Board structure and leadership: 11‑member classified board; majority vote standard in uncontested elections; lead independent director is Robin J. Adams (also chairs Corporate Governance & Nominating) .
• Audit committee financial expertise: Collins meets the definition of “Audit Committee Financial Expert” per the skills matrix (though he is not an Audit Committee member) .
• Director refreshment policy: mandatory resignation at age 72 or after 18 consecutive years of service .

Fixed Compensation

• Structure: annual cash retainer $125,000 (non‑employee directors may elect up to half in shares); no meeting fees; additional annual fees only for committee chairs (Audit $25,000; Compensation $20,000; Corporate Governance/Nominating/Lead Independent Director $45,000) .

• 2024 Director Compensation (Collins):
  | Component | Amount (USD) | |---|---| | Fees earned or paid in cash | $126,250 | | Stock awards (restricted shares grant date fair value) | $175,000 | | All other compensation (dividends on unvested restricted shares) | $1,927 | | Total | $303,177 |

• Benchmarking change: in April 2024, Willis Towers Watson recommended increasing director pay modestly and simplifying retainers by eliminating committee member fees; CSL implemented these changes for the one‑year period beginning May 1, 2024 .

Performance Compensation

• Award type and grant: non‑employee directors receive annual restricted share grants; on April 30, 2024 Collins received 451 restricted shares with a grant date fair value of ~$175,000 (closing price-based) .
• Vesting and dividends: director restricted shares vest on the earlier of one year from grant or upon retirement at age 72 or after 18 years of service; dividends are paid during vesting .
• Deferred compensation: directors may defer up to 100% of cash fees and restricted shares into the Deferred Compensation Plan; deferrals into share equivalent units vest per underlying restricted share terms .
  | Grant Date | Shares Granted | Grant Date Fair Value | Vest Schedule | |---|---|---|---| | Apr 30, 2024 | 451 | ~$175,000 | Earlier of 1 year or mandatory retirement; dividends paid during vesting |

Directors are not granted performance‑conditioned equity; CSL’s performance metrics (sales, operating margin, working capital %, earnings, TSR relative to S&P MidCap 400) apply to executive incentives, not director pay .

Other Directorships & Interlocks

• Compensation Committee service (2024): members included Robert G. Bohn, Jonathan R. Collins, James D. Frias, C. David Myers, Gregg A. Ostrander, Corrine D. Ricard (Chair), and Jesse G. Singh .
• Interlocks: CSL discloses no compensation committee interlocks or insider participation for 2024 (no cross‑appointments with other issuers’ executive officers) .

Expertise & Qualifications

• Audit committee financial expert; international business issues; M&A expertise; corporate governance experience per Board matrix .
• Over 19 years of digital marketing/eCommerce experience across industrial and healthcare sectors (Arrow, Goodyear, Mylan, Grainger, Anixter), supporting CSL’s pivot to a pure‑play building products strategy .

Equity Ownership

• Ownership policy: non‑employee directors must hold CSL shares valued at 5× annual fee (5×$125,000=$625,000) within five years; CSL states all directors with ≥5 years of service met the requirement as of Dec 31, 2024 (Collins joined in 2016) .
• Hedging: prohibited for directors, officers, employees (e.g., collars, swaps, exchange funds) .
• Value context: using CSL’s Dec 31, 2024 closing price of $368.84 per share, Collins’ total beneficial interest of 8,480 units (shares plus share equivalents per policy) implies ~$3.13 million in value, comfortably above guideline threshold .

Governance Assessment

• Independence and attendance: Independent with perfect attendance in 2024 (Board and committee); consistent executive sessions of independent directors led by the LID—positive governance signal .
• Committee engagement: Active roles on Compensation and Corporate Governance & Nominating Committees; skills matrix marks him as an audit financial expert, supporting board depth even outside Audit—positive for oversight breadth .
• Ownership alignment: Robust share and deferred share‑equivalent holdings; CSL’s director ownership policy at 5× retainer met by directors with ≥5 years of service (includes Collins)—alignment with investors .
• Pay structure: Simplified, market‑aligned director pay with equity in the form of restricted shares and no meeting fees; chair fees only for committee leadership—supports simplicity and alignment .
• Conflicts/related party: CSL reports no related person transactions in 2024; hedging prohibited—no evident conflict red flags .
• Broader pay governance: 2024 say‑on‑pay support of ~88% indicates investor acceptance of CSL’s compensation practices, indirectly reinforcing governance credibility .

RED FLAGS

• None disclosed specific to Collins: no related‑party transactions, no attendance issues, and strong ownership alignment; no pledging disclosures identified in the proxy .