Kevin P. Zdimal
CARLISLE COMPANIESAbout Kevin P. Zdimal
Kevin P. Zdimal is Vice President and Chief Financial Officer of Carlisle Companies Incorporated, appointed effective March 1, 2022 as part of a planned CFO transition . He has 28.33 years of credited service under Carlisle’s retirement plans, indicating long-tenured experience within the company . Zdimal provides input to the Compensation Committee on financial performance and compensation metric design, including threshold/target/maximum levels and weightings, and participates in meetings to set and verify performance outcomes . Company performance relevant to his oversight includes 2024 adjusted results of sales $4.915 billion, operating income margin 23.3%, average working capital 17.3%, and earnings $868 million , with five-year Pay vs. Performance disclosures showing 2024 Company TSR value of $241.66 (from $100), net income $1,312.2 million, and sales $4,915 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carlisle Companies Incorporated | Vice President & Chief Financial Officer | 2022–Present | Led finance inputs to Compensation Committee on 2023/2024 performance measures, thresholds/targets/maximums, and weightings; verified performance outcomes |
External Roles
No external directorships or public board roles disclosed for Zdimal in the latest proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $609,673 | $655,000 | $688,000 |
| Target Annual Bonus (% of base) | 80% (increased to 80% in 2022 upon promotion; previously 60%) | 80% | 80% |
| Actual Annual Bonus ($) | $800,400 | $110,000 | $1,096,900 |
| Actual Annual Bonus (% of base) | N/A in SCT; program shows payout determined by measures; see 2024 details below | N/A | 159% of base; 199% of target |
Performance Compensation
2024 Annual Incentive Plan
| Metric | Weight | Threshold | Target | Maximum | Actual (2024) | Payout vs Target |
|---|---|---|---|---|---|---|
| Sales | 25% | $4.599B | $4.737B | $4.921B | $4.915B | Zdimal total award = 199% of target; 159% of base ($1,096,900) |
| Operating Income Margin | 20% | 21.2% | 21.7% | 22.2% | 23.3% | See total above |
| Avg. Working Capital % Sales | 15% | 18.9% | 18.4% | 17.9% | 17.3% | See total above |
| Earnings | 40% | $693M | $766M | $803M | $868M | See total above |
Notes:
- 2024 performance measures were consolidated for Koch, Zdimal, and Selbach; threshold pays 50% of target, target 100%, maximum 200% per measure, then combined .
2024 Long-Term Equity Awards (granted 1/30/2024)
| Instrument | Grant Date | Quantity/Structure | Pricing/Valuation | Vesting | Performance Condition |
|---|---|---|---|---|---|
| Restricted Shares | 01/30/2024 | 1,430 shares | Grant date fair value $458,143 | Vests on 01/30/2027 or earlier upon death/disability/retirement at ≥65/termination without cause per agreement | N/A |
| Performance Shares (PSUs) | 01/30/2024 | Threshold 715; Target 1,430; Max 2,860 | Grant date fair value $669,126 (Monte Carlo; per-share $467.92 based on $320.38 close) | Vests on 3rd anniversary; earned on relative TSR vs S&P MidCap 400 over 3 years | Below 25th=0%; 25th=50%; 50th=100%; ≥75th=200% |
| Stock Options | 01/30/2024 | 4,765 options | Strike $320.38; grant date FV $462,729 | 1/3 annually on 01/30/2025, 01/30/2026, 01/30/2027; options remain exercisable until 10-year term under specified conditions | N/A |
PSU Earn-outs context:
- 2022 PSUs earned at 200% for the 3-year period ended 12/31/2024 (Carlisle TSR 61.47% ranked 81.69th percentile vs S&P MidCap 400) .
- As-of-date indications: 2024 one-year TSR 25.17% ranked 68.37th percentile implying ~173.47% earn-rate if the 3-year period ended then; 2023 two-year TSR 62.46% ranked 80.47th percentile implying 200% earn-rate .
Option Exercises and Stock Vesting (2024)
| Category | Shares/Value |
|---|---|
| Options exercised (shares) | 21,470 |
| Value realized on option exercise ($) | $6,116,958 |
| Shares vested (RS/PSUs) | 8,880 |
| Value realized on vesting ($) | $2,850,391 |
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 28, 2025)
| Component | Shares/Units | Notes |
|---|---|---|
| Shares owned | 20,793 | Includes restricted Shares (4,440) and 401(k) allocated Shares (4,755) |
| Shares subject to options | 13,205 | Outstanding/exercisable per proxy |
| Share equivalent units | 20,752 | Deferred compensation share equivalents; no voting power |
| Total beneficial ownership | 54,750 | <1% of 44,149,183 outstanding shares |
Outstanding Equity Awards (12/31/2024)
| Instrument | Status | Terms |
|---|---|---|
| Options (2024 grant) | 4,765 unexercisable at year-end | $320.38 strike; expires 1/29/2034; vests in 3 equal annual installments beginning 01/30/2025 |
| Options (2023 grant) | 1,948 exercisable; 3,897 unexercisable | $250.86 strike; expires 1/30/2033 |
| Options (2022 grant) | 5,147 exercisable; 2,573 unexercisable | $222.35 strike; expires 2/7/2032 |
| Unvested restricted Shares | 5,060 shares; MV $1,866,330 | Valued at $368.84/share (12/31/2024) |
| Unearned PSUs (max) | 21,010 shares; MV $7,749,328 | Valued at $368.84/share; earned based on relative TSR |
Scheduled RSU Vesting from prior grants
| Vest Date | Shares |
|---|---|
| Feb 8, 2025 | 1,890 |
| Jan 31, 2026 | 1,740 |
| Jan 30, 2027 | 1,430 |
Policies and alignment:
- Stock ownership policy requires CFOs to hold Shares equal to 5x prior-year base salary; executives must retain at least half of after-tax value from option exercises and vesting until meeting guidelines; all Section 16 officers with ≥5 years met requirements as of Feb 28, 2025 .
- Hedging transactions by directors, officers, and employees are prohibited under corporate governance guidelines .
- Option repricing is expressly prohibited; options must be granted at or above fair market value .
Employment Terms
Change-of-Control and Severance Economics
| Component | Terms/Amounts |
|---|---|
| Severance multiple | 3x highest annual compensation (base + annual incentive) over prior 3 years |
| CFO potential payments (hypothetical at 12/31/2024) | Severance $5,354,700; Benefits continuation $170,000; Option vesting $1,067,599; Restricted stock vesting $1,866,330; PSU vesting $7,749,328; Special retirement benefits $544,163; Total $16,752,120 |
| Trigger structure | Double-trigger (termination without cause or resignation with good reason within 3 years post-change-of-control) for executives with post-2012 agreements; no age reduction |
| Tax gross-ups | No excise tax gross-up for Zdimal; gross-ups apply only to certain legacy agreements (not CFO) |
Other contractual terms:
- Non-competition: all employees receiving stock options, PSUs, and RS are subject to a non-compete prohibiting competition for one year post-termination .
- Clawback: mandatory clawback policy per SEC/NYSE for erroneously awarded incentive-based compensation for Section 16 officers .
Retirement and Deferred Compensation
| Plan | Years of Credited Service | Present Value (12/31/2024) | Notes |
|---|---|---|---|
| Retirement Plan | 28.33 years | $472,867 | Cash balance plan; interest credited at 5.96% for 2024; closed to new participants since 2004 |
| Supplemental Pension Plan | 28.33 years | $493,431 | Offsets code limits on qualified plan |
| Nonqualified Deferred Compensation | Contributions: $31,920 (exec) / $31,920 (registrant); Earnings: $1,193,097; Withdrawals: $128,562; Ending Balance: $7,792,842 | “Above market” earnings included $403 in SCT |
Perquisites (2024)
| Item | Amount ($) |
|---|---|
| Matching contributions (401(k) & HSA) | $15,647 |
| Matching contributions (Supplemental 401(k)) | $31,920 |
| Physical examination | $0 |
| Tax return prep/financial advisory | $0 |
| Supplemental long-term disability insurance | $3,468 |
| Dividends on unvested restricted Shares | $12,876 |
| Total perquisites | $96,634 |
Multi-Year Compensation Summary (SCT totals)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Change in Pension/Deferred Earnings ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2022 | $609,673 | $1,902,805 | $432,011 | $800,400 | $1,702 | $80,598 | $3,827,189 |
| 2023 | $655,000 | $2,039,341 | $433,699 | $110,000 | $212,192 | $98,633 | $3,548,865 |
| 2024 | $688,000 | $1,127,269 | $462,729 | $1,096,900 | $22,225 | $96,634 | $3,493,757 |
Performance & Track Record
- Company performance under Zdimal’s CFO tenure includes 2024 adjusted results aligned to Carlisle’s Vision 2030: sales $4.915B, operating margin 23.3%, adjusted earnings $868M . Q2 2024 delivered diluted EPS $5.94 (adjusted EPS $6.24), revenue $1.451B (+11% y/y), record operating margin 26.0%, and record adjusted EBITDA margin 28.8% . Segment adjusted EBITDA margins were 33.4% (CCM) and 22.5% (CWT) .
- Pay-versus-performance shows 2024 Company TSR value of $241.66 vs peer group TSR of $163.54; net income $1,312.2M; sales $4,915M .
- Zdimal exercised 21,470 options in 2024 (value realized $6.12M) and had 8,880 shares vest (value realized $2.85M), demonstrating realized equity value while maintaining stock ownership requirements .
Board Governance
- Zdimal, as CFO, participates in Compensation Committee processes to set and verify annual performance levels; the Committee concluded the compensation program does not encourage inappropriate risk-taking, with capped bonuses and diversified metrics .
- Compensation Committee utilizes Willis Towers Watson as independent consultant; Zdimal provided financial analyses to inform 2024 performance measure refinements .
Compensation Structure Analysis
- Mix and evolution: 2024 long-term awards for CFO allocated one-third each to stock options, time-vested RS, and PSUs (target LTI 200% of base), aligning pay with performance and retention .
- Pay-for-performance: Annual incentive tied to consolidated measures yielded Zdimal’s 2024 payout at 199% of target (159% of base), reflecting outperformance vs targets across sales, margin, working capital, and earnings .
- Governance safeguards: Prohibition on option repricing, mandatory clawback, stock ownership and retention policy, hedging prohibition .
Equity Ownership & Alignment Signals
- Ownership policy compliance: CFO met 5x salary ownership requirement by Feb 28, 2025; must retain half of after-tax value from vesting/exercises until compliant .
- Pledging: No specific pledging disclosure identified in proxy materials; hedging is expressly prohibited .
- Scheduled vesting: Meaningful RSU vesting through 2027 and staged option vesting (2024–2027) suggest ongoing alignment and retention incentives .
Employment Terms
- Double-trigger change-of-control protection with 3x compensation and no excise tax gross-ups for Zdimal; accelerated vesting mechanics described for options/RS/PSUs under specified termination scenarios .
- One-year non-compete tied to stock awards and clawback coverage under SEC/NYSE rules .
Investment Implications
- Pay-for-performance alignment is strong: annual incentives tied to consolidated operating metrics and PSUs tied to relative TSR with demonstrated 200% earn-outs on the 2022 cycle .
- Insider activity: 2024 option exercises and scheduled vesting in 2025–2027 could create episodic selling pressure, although retention and ownership requirements mitigate misalignment risks .
- Retention risk appears moderated by long tenure (28.33 years of credited service), significant deferred compensation balance ($7.79M), and robust change-of-control protections without tax gross-ups, aligning with shareholder-friendly policies .
- Execution confidence: Company-level performance in 2024 and Q2 2024 margin records and Vision 2030 progress support incentive outcomes; continued monitoring of PSU outcomes and option exercises around vest dates is warranted for trading signals .