Fredrik Eliasson
Gates Industrial CorpAbout Fredrik Eliasson
Independent director at Gates Industrial Corporation plc since October 2022 (age 54). Former CFO of Change Healthcare (2018–2022; led IPO and subsequent sale in 2022), and long-tenured CSX Corporation executive (President in 2017; Chief Sales & Marketing Officer 2015–2017; CFO 2012–2015; prior roles in sales, marketing, FP&A, and IR). Currently chairs Gates’ Audit Committee, serves on the Compensation Committee, and is designated an “audit committee financial expert.” Also serves on the board of ArcBest Corporation (NASDAQ: ARCB) since December 2019 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Change Healthcare Inc. | Chief Financial Officer | 2018–2022 | Led the company through its IPO and sale in 2022 |
| CSX Corporation | President | 2017 | Senior operating leadership |
| CSX Corporation | Chief Sales & Marketing Officer | 2015–2017 | Commercial leadership across sales/marketing |
| CSX Corporation | Chief Financial Officer | 2012–2015 | Financial leadership; FP&A oversight |
| CSX Corporation | Various roles | 22 years | Sales, marketing, FP&A, investor relations |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| ArcBest Corporation (NASDAQ: ARCB) | Director | Dec 2019 – present | Committee assignments not disclosed in GTES proxy |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee Member .
- Independence: Board determined all directors other than CEO are independent; all members of Audit, Compensation, and Nominating & Governance Committees are independent; Eliasson is an “audit committee financial expert” .
- Attendance and engagement: Board met 8 times in 2024; incumbent director attendance 97%; no director below 75%. Audit Committee held 6 meetings; Compensation Committee held 5; Nominating & Governance Committee held 4. Independent directors hold regular executive sessions; Board chaired by independent director (Neil P. Simpkins) .
- Compensation committee interlocks: In 2024 the Compensation Committee comprised Simpkins, Neely, Ireland, Eliasson; no interlocks with other companies’ boards/comp committees involving GTES executives .
| Committee | Role | Independence | 2024 Meetings |
|---|---|---|---|
| Audit | Chair (Eliasson) | Independent; financial expert | 6 |
| Compensation | Member (Eliasson) | Independent | 5 |
| Nominating & Governance | — | Independent committee | 4 |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director cash retainer (paid quarterly) |
| Audit Committee Chair fee | $25,000 | Additional annual cash retainer for Audit Chair (paid quarterly) |
| 2024 cash fees earned (Eliasson) | $125,000 | Includes $100,000 retainer + $25,000 Audit Chair fee |
| Reimbursements | Not capped | Meeting expenses; UK tax return preparation reimbursement for non-executive directors |
| Deferral options | Available | Directors may elect to defer 20–100% of cash fees and 100% of annual RSU grant under Supplemental Retirement Plan |
Performance Compensation
| Grant/Activity | Date | Shares/Units | Fair Value / Realized | Vesting/Terms |
|---|---|---|---|---|
| Annual RSU grant (2024) | 3/4/2024 | 9,751 | $144,997 (grant-date fair value) | Vests in full on first anniversary (time-based) |
| RSUs vested (2024) | 2024 | 9,567 | $140,826 (value realized on vest) | Value based on closing price day prior to vest; no options exercised |
Notes:
- Director equity is time-based RSUs; no performance metrics (e.g., ROIC/TSR) apply to non-executive director awards at GTES; performance-based metrics are used for executive PRSUs, not for director grants .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| ArcBest Corporation (ARCB) | Director | None noted in GTES filings | Listed as current public company directorship |
| GTES Compensation Committee Interlocks | Committee member | No interlocks disclosed | Company reports no interlocks involving GTES executives in 2024 |
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert”; prior CFO roles at Change Healthcare and CSX .
- Operational/commercial experience: CSX President and Chief Sales & Marketing Officer; deep background in sales/marketing and FP&A .
- Governance: Chairs Audit Committee; independent director; experienced with IPOs and large-scale transactions .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Apr 8, 2025) | 181,751 shares | Less than 1% of 257,707,674 shares outstanding |
| Unvested RSUs (12/28/2024) | 9,751 units | Market value $201,553 at $20.67/share |
| Director ownership guideline | 5x annual cash retainer | All non-employee directors either met or complied as of Apr 1, 2025 |
| Hedging/pledging | Prohibited | Company policy prohibits hedging and pledging by directors |
Governance Assessment
- Board effectiveness: As Audit Committee Chair and an audit committee financial expert, Eliasson strengthens financial oversight, risk management (including cybersecurity oversight), and internal controls, with an engaged Board (97% attendance) and regular executive sessions under an independent chair .
- Alignment and incentives: Director pay mix (~41% cash/$100k; ~59% equity/$145k RSUs) plus ownership guidelines (5x cash retainer) align director interests with shareholders; Eliasson’s 2024 total director compensation reflected $125k cash and $144,997 RSUs with standard one-year vesting .
- Independence and conflicts: The Board asserts independence for non-employee directors; no related-party transactions or compensation committee interlocks involving GTES executives were disclosed; Blackstone-related agreements expired in 2024, further reducing legacy sponsor exposure .
- Shareholder confidence signals: Strong say‑on‑pay support (98% approval in 2024) and continued use of an independent compensation consultant (Aon) suggest responsiveness to investor feedback and robust governance processes .
RED FLAGS observed: None disclosed specific to Eliasson. Company-wide policies prohibit hedging/pledging; no related-party transactions involving Eliasson are reported; no attendance shortfalls <75% among directors .