Sheryl D. Palmer
CARLISLE COMPANIESAbout Sheryl D. Palmer
Sheryl D. Palmer (age 63) is President, Chief Executive Officer and Chairman of Taylor Morrison Home Corporation (TMHC) since May 2017, with over 35 years of cross‑functional building products experience across land acquisition, sales/marketing, development, and operations . She joined Carlisle Companies (CSL) as an independent director in January 2025; her current term expires at the 2026 annual meeting . The Board determined upon election that she is independent under CSL’s standards and NYSE/SEC rules . She is identified by CSL as meeting the definition of an “Audit Committee Financial Expert,” and brings CEO experience and corporate governance depth .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morrison Homes (predecessor to TMHC) | President, CEO and director | Aug 2007–Apr 2014 | Led predecessor to TMHC; cross‑functional leadership across land, sales/marketing, development, operations |
| Pulte Homes/Del Webb Corporation | Nevada Area President (last title) | Prior to TMHC (years not specified) | Senior leadership at a major homebuilder and retirement community developer |
| Blackhawk Corp. | Division President (last title) | Prior to TMHC (years not specified) | Senior leadership in homebuilding/development |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| Taylor Morrison Home Corporation | President, CEO, Chairman | Since May 2017 | Executive leadership; board chair |
| OfferPad Solutions Inc. | Director | Since Sep 2021 | Chair, Audit Committee; Member, Nominating & Corporate Governance Committee |
| Interface, Inc. | Director (former) | Oct 2015–May 2022 | Board service; ended May 2022 |
Board Governance
- Independence: The Board evaluated director independence in Dec 2024 and affirmed Palmer’s independence upon her Jan 2025 election under CSL standards and NYSE/SEC rules .
- Committees: CSL’s standing committees are Audit (Chair: C. David Myers), Compensation (Chair: Corrine D. Ricard), and Corporate Governance & Nominating (Chair/Lead Independent Director: Robin J. Adams). Palmer is not listed on 2024 committee rosters in the proxy; her committee assignments are not disclosed in this document .
- Attendance: In 2024, each incumbent director attended all Board and committee meetings on which they served; independent directors held executive sessions at each regular meeting, presided by the Lead Independent Director .
- Leadership structure: CSL combines Chair and CEO roles; the Lead Independent Director provides independent oversight, sets agendas with the Chair/CEO, and leads executive sessions .
- Director refreshment: Mandatory resignation at earlier of age 72 or 18 consecutive years of service; no exemptions .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $125,000 | Directors may elect up to one‑half in shares; no meeting fees |
| Audit Committee Chair fee | $25,000 | Additional annualized fee |
| Compensation Committee Chair fee | $20,000 | Additional annualized fee |
| Corporate Governance & Nominating Chair (Lead Independent Director) fee | $45,000 | Additional annualized fee |
| Deferred Compensation Plan eligibility | 100% of cash fees or restricted shares deferrable | Fixed fund or share equivalent units; payments after service ends |
- Palmer was elected in January 2025; the proxy does not disclose her 2025 cash fees or any committee leadership fees (if applicable). Program benchmarking in April 2024 recommended moving total director pay slightly above the 50th percentile and simplifying retainers (adopted effective May 1, 2024) .
Performance Compensation
| Equity Component | Typical Grant Value | Vesting | Notes |
|---|---|---|---|
| Restricted Shares (annual) | ~$175,000 grant date fair value | Earlier of 1 year from grant or retirement at age 72/after 18 years | Granted at Annual Meeting; directors elected off‑cycle are eligible for prorated grants on election date |
| Deferred restricted shares | N/A | Vests at end of underlying RS vesting period | Payout in shares; can defer up to 100% of RS awards |
| Director Stock Ownership Policy | 5× annual fee | Within 5 years of becoming a director | Shares, share equivalents, and restricted shares count; long‑tenured directors were in compliance as of Dec 31, 2024 |
- Performance metrics: CSL does not tie director equity to performance metrics; director awards are time‑vested restricted shares with ownership guidelines rather than TSR/financial metric hurdles .
Other Directorships & Interlocks
| Company | Relationship to CSL | Interlock/Transactions |
|---|---|---|
| Taylor Morrison Home Corporation | No CSL‑disclosed transactions | Palmer’s executive role and external board chair; CSL’s independence review found relationships below materiality thresholds |
| OfferPad Solutions Inc. | No CSL‑disclosed transactions | External board and audit committee chair; no related person transactions disclosed for 2024 |
| Interface, Inc. | No CSL‑disclosed transactions | Former directorship ended May 2022; no 2024 related transactions |
- CSL policy requires Corporate Governance & Nominating Committee approval of any related person transaction >$120,000; none occurred in 2024 .
Expertise & Qualifications
- Audit Committee Financial Expert designation; CEO experience; significant building products industry expertise; M&A exposure; corporate governance experience .
- External committee leadership (OfferPad Audit Chair) enhances finance, oversight, and governance credentials .
Equity Ownership
| Holder | Shares Owned | Shares Subject to Options | Share Equivalent Units | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|---|
| Sheryl D. Palmer | 111 (includes restricted shares per footnote) | 0 | 0 | 111 | Less than 1% (“*”) |
- Hedging policy: Directors, officers, and employees are prohibited from hedging CSL securities (e.g., collars, swaps, exchange funds) .
- Director ownership guideline: 5× annual fee within five years; restricted shares and share equivalent units count toward compliance .
Governance Assessment
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Positives:
- Newly added independent director with deep sector operating experience and Audit Committee Financial Expert designation, bolstering board effectiveness in building products and financial oversight .
- Strong governance architecture: independent committees; Lead Independent Director; 100% attendance by incumbents in 2024; rigorous refreshment policy .
- Director compensation aligned with market and simplified; equity grants plus ownership guidelines support alignment .
- No related person transactions in 2024; hedging prohibited, reducing alignment risks .
-
Watch items:
- Initial CSL ownership is modest (111 restricted shares); policy requires 5× fee within five years—monitor progress toward guideline compliance for alignment .
- Committee assignments for Palmer are not disclosed in the proxy—visibility into her committee engagement at CSL remains pending .
- Broader compensation climate: CSL’s say‑on‑pay support was ~88% in 2024 for NEO pay in 2023, indicating solid but not unanimous investor endorsement—useful context for governance sentiment .
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Compensation Committee and consultants: Willis Towers Watson engaged as independent advisor; Compensation Committee affirmed no conflicts in its director and executive compensation advisory work .
Overall signal: Palmer’s addition strengthens board sector expertise and audit/financial oversight, with independence affirmed and no related‑party exposure disclosed; near‑term monitoring focuses on her CSL committee roles and progression toward ownership guidelines for alignment .