Maia A. Hansen
CARLISLE COMPANIESAbout Maia A. Hansen
Maia A. Hansen (age 56) is an independent non‑employee director of Carlisle Companies (CSL), serving since February 2020 with her current term expiring at the 2027 annual meeting. She is a former COO and SVP of Operations & Supply Chain at Athersys and previously a Senior Partner at McKinsey & Company; the Board flags her as meeting the definition of an Audit Committee Financial Expert. She serves on the Audit Committee and the Corporate Governance & Nominating Committee and attended 100% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Athersys, Inc. | Chief Operating Officer | Jun 2022 – Jan 2024 | Operations leadership in clinical-stage biotech |
| Athersys, Inc. | SVP, Operations & Supply Chain | Mar 2020 – May 2022 | Supply chain and operational optimization |
| McKinsey & Company | Senior Partner | Jul 2013 – Mar 2020 | Industrial expertise across product dev., digital manufacturing, sourcing strategy |
| McKinsey & Company | Partner | Jul 2006 – Jun 2013 | Strategy and operational consulting |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Board Governance
- Independence: Determined independent under NYSE/SEC and CSL standards (Dec 2024 review) .
- Committees: Audit; Corporate Governance & Nominating. She is not a committee chair .
- Meeting cadence: Audit Committee met 6x in 2024; Corporate Governance & Nominating met 2x .
- Attendance: “Each incumbent director attended all” Board and applicable committee meetings in 2024; directors attended the 2024 annual meeting .
- Audit Committee Financial Expert: Hansen is designated (with detailed experience described in the proxy) .
- Board structure: Classified board; majority vote standard in uncontested elections with a resignation policy for incumbents failing to achieve a majority .
- Lead Independent Director: Role exists and presides over executive sessions at each regular meeting (Mr. Adams) .
- Related person transactions: None in 2024 .
- Hedging: Prohibited for directors, officers, employees .
Fixed Compensation
Director compensation program (effective May 1, 2024) comprises a $125,000 annual retainer (optional election to receive up to half in shares), chair retainer premiums for committee chairs, and an annual restricted share grant sized at ~$175,000 fair value; no meeting fees. Directors may defer fees/stock into share equivalent units under the Deferred Compensation Plan .
2024 Compensation (Maia A. Hansen):
| Component | Amount ($) | Detail/Date |
|---|---|---|
| Annual retainer (cash) | $128,750 | Reflects standard retainer; no chair fees for Hansen |
| Stock awards (restricted shares) | $175,000 | 451 restricted shares granted Apr 30, 2024; vest earlier of 1 year or retirement at policy thresholds |
| Dividends on unvested restricted shares | $1,927 | Cash dividends paid during vesting period |
| Total | $305,677 | Sum of components above |
Program benchmarking and changes:
- April 2024 WTW benchmark found CSL director pay below 50th percentile; Board raised cash/equity to slightly above 50th percentile and simplified by eliminating member retainers (kept chair retainers) .
Performance Compensation
| Performance Metric | Structure | Notes |
|---|---|---|
| None (Director comp) | N/A | CSL non‑employee directors receive fixed retainer and time‑vested restricted shares; no performance‑linked director pay metrics are disclosed . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| — | — | — | None disclosed for Hansen; no related party transactions in 2024 |
Expertise & Qualifications
- Financial oversight: Designated Audit Committee Financial Expert; significant experience reviewing and analyzing financial statements .
- Industrial operations: Product development, digital manufacturing, sourcing strategy, tariff adaptation for industrial companies .
- Supply chain leadership: Senior operations roles in biotech; McKinsey work across international industrial manufacturing .
Equity Ownership
As of February 28, 2025:
| Metric | Amount | Notes |
|---|---|---|
| Shares Owned | 1,206 | Includes 451 restricted shares |
| Shares Subject to Options | 0 | No options outstanding |
| Share Equivalent Units | 2,836 | Deferred into SEUs under director plan; no voting power |
| Total Beneficial Ownership | 4,042 | Aggregate per proxy table |
| Ownership % of outstanding | <1% | As reported in management ownership table |
Ownership alignment policies:
- Director stock ownership guideline: 5x annual fee (i.e., five times $125,000) within five years of joining the Board; includes shares, SEUs, and restricted shares .
- Hedging prohibition applies to directors .
- As of Dec 31, 2024, directors with at least five years of service met the guideline; status for those under five years not specified .
Governance Assessment
- Strengths: Independent status; Audit Committee Financial Expert designation; full attendance; service on Audit and Governance committees; robust hedging prohibition; no related party transactions in 2024; presence of Lead Independent Director with regular executive sessions—supports independent oversight .
- Director pay structure: Updated in 2024 to align slightly above median with simplified retainers; annual equity is time‑vested RS with one‑year vest or earlier retirement vest—generally shareholder‑aligned but not performance‑linked at director level .
- Board policies: Majority vote plus resignation policy in uncontested elections; director retirement caps (age 72 or 18 years) promote refreshment; classified board remains a potential entrenchment concern relative to annual elections at many peers .
- Compensation committee process: Uses independent consultant (WTW) and maintains clawback for Section 16 officers; say‑on‑pay support at ~88% in 2024 suggests investor acceptance of compensation oversight; note legacy excise tax gross‑up features for certain executives remain (not for newer agreements), which can be viewed unfavorably by some investors .
Net investor confidence signal: Hansen’s governance profile is positive—independence, financial expertise, and consistent engagement on key committees. No disclosed conflicts or related‑party transactions; ownership is building via RS/SEUs under a formal guideline, with strong policy guardrails around hedging. Watch items include the classified board structure and legacy parachute tax gross‑up provisions applicable to certain executives (committee governance topic rather than director‑specific) .