Cristin Bracken
Executive Vice President, Chief Legal Officer and Corporate Secretary at 
Gates Industrial Corp
Gates Industrial CorpExecutive
About Cristin Bracken
Cristin C. Bracken, age 57 as of April 8, 2025, is Executive Vice President, Chief Legal Officer and Corporate Secretary of Gates Industrial, serving as CLO since October 2020 and promoted to EVP in January 2024; she joined Gates in January 2017 after senior legal leadership roles in energy and trading and an early career at Fulbright & Jaworski LLP and as an Assistant District Attorney in Houston, Texas . As CLO, she oversees securities and governance, M&A, litigation, regulatory/compliance, IP, employment, and sustainability; Gates ties executive pay to performance with annual cash incentives and long-term equity (50% PRSUs, 50% RSUs) linked to Adjusted ROIC and relative TSR, with anti-hedging/anti-pledging and stock ownership guidelines (3x base salary for other NEOs) that all NEOs met at the latest measurement date .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SM Energy Company | Senior legal leadership | Not disclosed | Compliance, complex litigation, risk management supporting public energy operations |
| Forest Oil Corporation | Senior legal leadership | Not disclosed | Regulatory and transactional legal oversight in oil & gas |
| Dynegy Inc. | Senior legal leadership | Not disclosed | Legal leadership in energy trading; commercial agreements and transactions |
| Fulbright & Jaworski LLP (Dallas) | Attorney (began legal career) | Not disclosed | Foundational legal training in complex litigation and compliance |
| Harris County DA (Houston, TX) | Assistant District Attorney | Not disclosed | Prosecution experience; trial and enforcement background |
External Roles
No public-company directorships or external board roles for Ms. Bracken are disclosed in the company’s 2024–2025 proxy statements .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 464,709 | 490,168 |
| Target Annual Bonus (%) | — | 75% |
| Target Annual Bonus ($) | — | 370,818 |
| Actual Annual Bonus Paid ($) | 536,803 | 496,896 |
| Stock Awards ($) (RSUs/PRSUs grant-date fair value) | 876,000 | 934,676 |
| All Other Compensation ($) | 50,267 | 75,000 |
| Total Compensation ($) | 1,927,779 | 1,996,740 |
Notes:
- 2024 base salary increased to $494,424 as of March 4, 2024; compensation table shows salary earned in fiscal year .
- Gates states NEO pay mix is majority variable/at-risk; other NEOs ~73% variable in 2024 .
Performance Compensation
Annual Incentive Mechanics (2024)
| Metric | Value |
|---|---|
| Gates Financial Performance Factor (%) | 134% |
| Individual Performance Factor (%) | 100% |
| Target (% of Base Salary) | 75% |
| Actual Payout ($) | 496,896 |
- Payout calculated as Base Salary × Target Bonus % × Gates Financial Performance Factor × Individual Performance Factor .
Long-Term Incentive Structure
| Award Type | Weight | Performance Metric(s) | Measurement Period | Payout Range | Vesting Schedule |
|---|---|---|---|---|---|
| PRSUs | 50% of LTI | 75% Adjusted ROIC; 25% Relative TSR | 3 years | 0%–200% of target based on scale | Cliff at end of 3-year performance period (subject to continued employment) |
| RSUs | 50% of LTI | Time-based | — | — | Evenly over 1 or 3 years from grant date (continued service required) |
- Valuation uses share price for RSUs; Monte Carlo for Relative TSR component; SARs valued via Black-Scholes where applicable .
2024 Equity Vesting Activity (Realized)
| Item | Amount |
|---|---|
| Shares/Units Vested (RSUs + PSUs) | 70,518 |
| Value Realized on Vesting ($) | 1,262,578 |
| Net Shares Issued on RSU Vesting (#) | 24,837 |
| Net Shares Issued on PSU Vesting (#) | 18,271 |
Equity Ownership & Alignment
| Date (Shares Outstanding) | Shares Owned | Options Exercisable (<60 days) | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| April 22, 2024 (261,287,505) | 49,958 | 70,362 | 120,320 | <1% (*) |
| April 8, 2025 (257,707,674) | 96,645 | 70,362 | 167,007 | <1% (*) |
- Executive Stock Ownership Guidelines: CEO 6× salary; other NEOs 3× salary; excludes unexercised vested options and unvested PRSUs; all NEOs met guidelines at latest measurement date .
- Trading Policy: Prohibits pledging, short sales, and hedging by executives and directors .
- Company-wide option exercises and vesting activity indicate normalized supply from employee programs; aggregate intrinsic value and remaining option terms detailed in Q3 2025 10‑Q (company-level) .
Employment Terms
| Scenario (as of FY2024 assessment) | Cash Severance ($) | Health Continuation ($) | Outplacement ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|---|---|
| Death or Disability | 496,896 | — | — | 2,215,751 | 2,712,647 |
| Termination by Company without Cause | 1,794,759 | 25,632 | 8,000 | — | 1,828,391 |
| Change in Control (without Termination) | — | — | — | 608,258 | 608,258 |
| Change in Control (with Qualifying Termination) | 2,227,380 | 55,344 | 8,000 | 2,828,994 | 5,119,718 |
Key provisions:
- Double-trigger for CIC: both change-in-control and qualifying termination required for severance and accelerated vesting .
- Severance multiple mechanics: for Ms. Bracken, 1.5× sum of then-current base salary and prior-year target bonus, paid over 18 months, plus payment of prior-year Annual Plan bonus (without an individual performance adjustment) .
- Equity acceleration under CIC: unvested options/RSUs accelerate on qualifying termination following a CIC; PRSUs valued at target if not assumed/continued .
- Employment contracts: None of the NEOs has an employment contract .
- Clawback: Mandatory recovery of excess incentive-based compensation for accounting restatements per NYSE standards; plan allows cancellation/forfeiture for detrimental activity .
- Anti-hedging/pledging: Strict prohibition for executives/directors .
Investment Implications
- Strong pay-for-performance alignment: Annual bonus funded at 134% company performance factor with individual factor at 100%, and LTI equally weighted to ROIC and relative TSR with 0–200% payout range over three years; ownership guidelines met, and anti-hedging/pledging policies in force, supporting shareholder alignment .
- Retention risk appears moderate-to-low: 1.5× salary+target bonus severance and full equity acceleration on double-trigger CIC provide meaningful protection; continued time-based RSU vesting over 1–3 years promotes retention .
- Insider selling pressure: 2024 vesting of 70,518 units with $1.26M value and growing owned shares (49,958 → 96,645) suggest ongoing supply from vesting; policy requires retention of 50% of shares until guideline compliance, mitigating near-term sell pressure .
- Governance/controls: No employment contract, clawback in place, and strict trading policy lower governance risk; no executive pledging permitted (contrast with historic sponsor-level pledging disclosures unrelated to executives) .