Scott C. Selbach
CARLISLE COMPANIESAbout Scott C. Selbach
Executive Vice President, Secretary & General Counsel of Carlisle Companies Incorporated (CSL). In 2024, his incentive design was tied to company-level performance on Sales, Operating Income Margin, Average Working Capital as % of Sales, and Earnings, which exceeded targets, leading to a 199% of target annual bonus payout for him . Company performance underpinning incentives: 2024 Sales $4.915B (+7.3% YoY), Operating Income Margin 23.3% (+160 bps YoY), Average Working Capital 17.3% (improved 110 bps), and Earnings $868M (+19.1% YoY) . Long-term performance alignment is via 3-year relative TSR vs the S&P MidCap 400; the 2022–2024 cycle paid at 200% (81.69th percentile) and the 2024 one-year TSR ranked 68.37th percentile on that measure .
Note: Age, education, and full biography were not disclosed in the reviewed 2025 DEF 14A/2024 10-K.
Past Roles
No prior-role details for Selbach were disclosed in the reviewed proxy/10-K.
External Roles
No external board or outside role disclosures for Selbach were found in the reviewed proxy/10-K.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 586,000 | 655,000 | 675,000 |
| Target Bonus % of Salary | — | — | 80% |
| Actual Annual Bonus ($) | 747,200 | 110,000 | 1,076,200 |
| Actual Bonus as % of Salary | — | — | 159% |
| Actual Bonus as % of Target | — | — | 199% |
Notes:
- 2024 annual incentive metrics and weights for Selbach: Sales (25%), Operating Income Margin (20%), Avg Working Capital % Sales (15%), Earnings (40%) .
Performance Compensation
Annual Incentive Plan – 2024 Structure and Outcomes (Company-level metrics for Selbach)
| Metric (Weight) | Threshold 2024 | Target 2024 | Maximum 2024 | Actual 2024 | Outcome |
|---|---|---|---|---|---|
| Sales (25%) | $4.599B | $4.737B | $4.921B | $4.915B | Near-max performance |
| Operating Income Margin (20%) | 21.2% | 21.7% | 22.2% | 23.3% | > Max |
| Avg Working Capital as % of Sales (15%) | 18.9% | 18.4% | 17.9% | 17.3% | > Max (lower is better) |
| Earnings (40%) | $693M | $766M | $803M | $868M | > Max |
| Total Payout (as % of target) | — | — | — | — | 199% for Selbach |
Vesting/payment: Annual cash bonus paid post-year-end per plan; metrics re-set annually .
Long-Term Incentives – 2024 Grants and Design
| Award Type | 2024 Grant | Design | Vesting | Notes |
|---|---|---|---|---|
| Restricted Shares (RS) | 4,215 sh; GDFV $1,350,402 | Time-vested | Cliff vest at 3rd anniversary (Jan 30, 2027) (earlier upon death/disability/retirement ≥65/termination w/o cause/CoC per agreement) | Selbach’s 2024 LTI comprised solely of RS due to contemplated retirement; no options or PSUs granted in 2024 |
| Stock Options | None in 2024 (existing prior grants outstanding) | 10-year term; strike ≥ FMV on grant | 1/3 annually over 3 years; retirement ≥65/death/disability accelerate exercisability per award; remain exercisable to term | Company prohibits option repricing |
| Performance Shares (PSUs) | None in 2024 for Selbach | 3-year relative TSR vs S&P MidCap 400; 0–200% payout (25th–75th percentile) | Cliff vest at 3rd anniversary; dividends accrue on earned shares | Company-wide PSU program paid 200% for 2022–2024 cycle (81.69th percentile) |
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 28, 2025)
| Holding Type | Amount |
|---|---|
| Shares Owned (incl. restricted) | 63,959 |
| Shares Subject to Options | 1,795 |
| Share Equivalent Units (deferred) | 21,392 |
| Total Beneficial Ownership | 87,146 (<1% of outstanding) |
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Outstanding awards at 12/31/2024:
- Restricted Shares: 12,075 (MV $4,453,743 at $368.84)
- Performance Shares (unearned max): 2,640 (MV $973,738 at $368.84)
- Options unexercisable: 1,795 @ $222.35 (became exercisable 2/8/2025)
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Scheduled RS vesting cadence:
- Feb 8, 2025: 2,640 shares
- Jan 31, 2026: 5,220 shares
- Jan 30, 2027: 4,215 shares
-
2024 realizations:
- Options exercised: 22,519 shares; value realized $4,136,058
- Stock awards vested: 7,500 shares; value realized $2,407,425
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Ownership guidelines: NEOs must hold 5× prior-year base salary, with a 50% after-tax retention requirement until met; all covered officers with ≥5 years (including NEOs) were in compliance as of Feb 28, 2025 .
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Hedging/pledging:
- Hedging (e.g., collars, swaps) prohibited for directors, officers, employees and designees .
- No explicit pledging policy disclosure found in reviewed filings.
Employment Terms
| Topic | Key Terms |
|---|---|
| Change-of-Control (CoC) Framework | Legacy agreements (pre-2012) for Koch and Selbach provide single-trigger vesting of equity upon certain events and severance construct; new (post-2012) agreements for other NEOs are double-trigger, no gross-ups . |
| Selbach Specifics | Severance cash/benefits under CoC agreement phased out after he attained age 65 in 2020; however, equity awards vest per terms and he retains legacy excise-tax gross-up eligibility above 115% safe harbor (else cut to safe harbor) . |
| Potential CoC Payouts (12/31/2024 hypothetical) | Total $5,690,431, comprised of Options $262,950; Restricted Stock $4,453,743; Performance Shares $973,738; Severance $0; Benefits $0; Excise Tax Gross-Up $0 in this scenario . |
| Performance Shares under CoC/Termination | If terminated without cause or resigns with good reason within 3 years after a CoC, PSUs earn at maximum; if terminated without cause otherwise, PSUs remain outstanding and settle based on relative TSR . |
| Clawback | SEC/NYSE-compliant clawback applies to Section 16 officers; covers compensation tied to financial reporting measures including stock price/TSR; no indemnification for clawback amounts . |
| Non-Compete | Equity awards subject to 1-year non-compete post-termination . |
| Insider Trading Policy | Company maintains securities trading policy; filed with 10-K . |
2024 Compensation Detail (mix, perquisites, and deferred comp)
| Component | 2024 Amount |
|---|---|
| Salary | $675,000 |
| Annual Bonus | $1,076,200 |
| Stock Awards (GDFV) | $1,350,402 (RS only) |
| Option Awards (GDFV) | $0 (none in 2024) |
| Change in Pension/Above-Market Deferred Earnings | $23,918 |
| All Other Compensation (Perqs/Matches/Dividends on unvested RS) | $127,021 |
| Total | $3,252,541 |
Perquisites and other items (2024):
- Supplemental 401(k) company match: $31,400; 401(k)/HSA match: $13,800
- Dividends on unvested restricted shares: $8,339
- Tax prep/financial advisory reimbursement: $5,548
- Supplemental long-term disability insurance: $6,849
Nonqualified Deferred Compensation (2024):
- Executive contributions: $31,400; Company contributions: $31,400; Aggregate earnings: $1,367,588; Ending balance: $9,303,871
Pay for Performance Linkages (Company context)
| Measure | 2023 | 2024 |
|---|---|---|
| Sales ($B) | 4.582 | 4.915 |
| Operating Income Margin (%) | 21.7 | 23.3 |
| Avg Working Capital % Sales | 18.4 | 17.3 |
| Earnings ($M) | 729 | 868 |
| PSU 3-yr TSR Percentile | — | 81.69th (2022–2024) → 200% payout |
| Say-on-Pay Approval | — | ~88% (approving 2023 NEO pay, voted in 2024) |
Five-year TSR benchmarking:
- CSL’s $100 investment grew to $241.66 over 2019–2024 vs $163.54 for S&P MidCap 400 .
Compensation Committee & Governance Notes
- Compensation Committee members: chaired by Corrine D. Ricard; independent directors; WTW (Willis Towers Watson) retained; committee determined WTW independence (no other services) .
- Committee concluded executive pay programs are not reasonably likely to have a material adverse effect; design caps and diversified metrics are in place .
- No related-person transactions in 2024 .
Risk Indicators & Red Flags
- Legacy excise tax gross-up remains available for Selbach (and CEO) if parachute payments >115% of safe harbor under §280G—a shareholder-unfriendly feature largely removed for newer agreements .
- Single-trigger equity vesting features under legacy agreements are more generous than contemporary double-trigger norms; newer NEO agreements have double-trigger and no gross-ups .
- Positive mitigants: robust clawback, strict hedging ban, meaningful stock ownership requirements with retention provision, and say-on-pay support (~88%) .
Compensation Structure Assessment
- Year-over-year mix shifted toward equity in 2024 (RS-only LTI) and high bonus driven by overachievement of financial metrics; however, absence of new options/PSUs for Selbach in 2024 reflects retirement horizon risk mitigation (avoiding 10-year options) .
- PSU framework remains performance-centric at the company level (relative TSR vs S&P MidCap 400) promoting alignment; three-year cycles paid at max for the most recent period due to strong relative TSR .
- Annual incentive metrics directly tied to operational performance and capital efficiency (Sales, OI Margin, Working Capital %, Earnings) and paid near/max due to strong execution .
Investment Implications
- Alignment: High equity ownership, retention requirements, and PSU design tied to relative TSR support shareholder alignment; Selbach is in compliance with 5× salary ownership guidelines .
- Near-term supply/selling pressure: RS vestings scheduled through 2027 (2,640 in Feb-2025; 5,220 in Jan-2026; 4,215 in Jan-2027) could create periodic liquidity events; 2024 saw significant option exercises and vesting realizations, though sales are not disclosed here .
- Governance risk: Legacy excise tax gross-up eligibility and more generous legacy CoC terms are atypical vs current best practices; however, these apply narrowly to legacy officers, with newer agreements cleaned up (double-trigger, no gross-ups) .
- Performance momentum: Pay outcomes mirror strong fundamentals in 2024 and outsized 3-year TSR performance, reinforcing pay-for-performance linkage that may continue to drive at-risk pay realization if execution persists .
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