Alicia Tillman
Gates Industrial CorpAbout Alicia L. Tillman
Alicia L. Tillman (age 49) is an independent director of Gates Industrial Corporation plc (GTES) since April 2021. She is currently Chief Marketing Officer of Delta Air Lines; previously Chief Revenue Officer at Capitolis (Oct 2021–Apr 2023), Executive Vice President and Global Chief Marketing Officer at SAP (2015–Mar 2021), and held senior marketing roles at American Express (2004–2015) . At GTES, she serves on the Nominating & Governance Committee and is classified independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Air Lines, Inc. | Chief Marketing Officer | Since Jun 2023 | Leads overall brand and marketing strategy |
| Capitolis Inc. | Chief Revenue Officer | Oct 2021 – Apr 2023 | Led sales, adoption, innovation, global marketing and communications |
| SAP SE | EVP & Global Chief Marketing Officer | 2015 – Mar 2021 | Key contributor to acquisitions/integration; rebuilt technology to scale digital/demand generation; developed brand story |
| American Express | Head of Marketing, Public Affairs & Business Services | 2004 – 2015 | Senior leadership in marketing/public affairs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RainFocus, LLC | Director | Ongoing | Board member of enterprise event marketing platform |
Board Governance
- Independence: Board determined all directors except the CEO are independent; committee independence is 100% .
- Committee assignment: Tillman is a member of the Nominating & Governance Committee (committee chaired by Wilson Neely) .
- Attendance: Overall incumbent director attendance was 97% in 2024; no director attended less than 75% of meetings .
- Meetings: Board met 8 times in 2024; total Board and committee meetings held were 23 .
- Executive sessions: Independent directors regularly hold executive sessions without management .
- Structure: Independent Board Chair; separation of Chair and CEO roles .
| Governance Attribute | Value | Source |
|---|---|---|
| Independence status | Independent director | |
| Committee assignment | Nominating & Governance Committee (member) | |
| 2024 Board meetings | 8 | |
| 2024 Board + committee meetings | 23 | |
| 2024 attendance (incumbents) | 97% | |
| Executive sessions | Regular sessions of independent directors | |
| Board Chair/CEO split | Yes (independent chair) |
Fixed Compensation
GTES non‑employee director compensation in 2024 consisted of a $100,000 annual cash retainer and $145,000 in RSUs vesting after one year; committee chair cash retainers were $25,000 (Audit), $15,000 (Compensation), and $15,000 (Nominating & Governance). The Board Chair received an additional $130,000 in RSUs beginning in 2024. Directors may defer cash/RSU compensation under the Supplemental Retirement Plan .
| Component | Alicia Tillman 2023 | Alicia Tillman 2024 | Notes |
|---|---|---|---|
| Cash fees (retainer + chair fees) | $100,000 | $100,000 | Tillman is not a committee chair |
| RSU grant (grant-date fair value) | $144,997 | $144,997 | Annual non‑employee director equity grant |
| Meeting fees | None disclosed | None disclosed | GTES reimburses expenses; no per‑meeting fees disclosed |
Performance Compensation
- GTES does not use performance-based compensation for non‑employee directors. Annual equity is delivered in time‑vesting RSUs that vest fully one year from grant; no options or performance shares are granted to directors .
| Director Equity Program Parameters | 2024 Details | Source |
|---|---|---|
| Annual RSU value | $145,000 | |
| Vesting | 100% on first anniversary of grant | |
| Alicia Tillman unvested RSUs at FY-end | 9,751 units (vested Mar 4, 2025) |
No performance metrics are tied to director equity; recovery applies if equity is paid as chair fees in RSUs per Incentive Plan notes .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| RainFocus, LLC | Director | No GTES-related related‑party transactions disclosed with RainFocus; GTES related‑party section lists legacy Blackstone agreements and portfolio transactions only, none material to GTES in 2024 . |
- Employment outside GTES: Tillman is an active executive (CMO) at Delta Air Lines. GTES discloses its Nominating & Governance Committee considers existing commitments and potential conflicts in director selection; no specific conflicts disclosed for Tillman .
Expertise & Qualifications
- Executive experience in global marketing, strategy, operations, and digital transformation; scaled digital/demand generation and led brand development at SAP; senior roles at American Express .
- Board considered these credentials when selecting her as nominee .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Alicia L. Tillman | 34,367 | <1% (asterisk in table) | Beneficial ownership excludes unvested time‑based RSUs for non‑employee directors |
- Shares outstanding at record date: 257,707,674 .
- Director stock ownership guidelines: 5x annual cash retainer; as of April 1, 2025 all non‑employee directors met or complied with retention requirements .
- Hedging/pledging: Company policy prohibits hedging and pledging by directors .
Governance Assessment
- Board effectiveness: Independent status, Nominating & Governance Committee membership, high overall attendance, and independent chair reinforce objective oversight and board quality .
- Alignment: Director pay uses a balanced cash/equity mix with one-year RSU vesting and ownership guidelines (5x cash retainer), supporting alignment without short‑term incentives .
- Conflicts: No related‑party transactions disclosed for Tillman; legacy Blackstone arrangements expired during 2024 and were immaterial in 2024; company maintains a robust related‑party approval policy .
- Signals for investors: Strong shareholder support for executive pay (98% say‑on‑pay in 2024), strict insider trading policies (anti‑hedging/pledging), and regular executive sessions bolster governance confidence .
RED FLAGS
- None disclosed specific to Tillman. Company notes one administrative delay in certain NEO Form 4 filings in 2024; no director-level delinquency reported .