Ivo Jurek
Gates Industrial CorpAbout Ivo Jurek
Chief Executive Officer of Gates Industrial Corporation plc since May 2015 and director since September 2017; age 60 as of April 8, 2025 . Prior leadership spans Eaton Electrical (Asia Pacific), Cooper Power Systems—Cooper Bussmann, International Rectifier, and TRW, with emphasis on technology development, manufacturing, global distribution, and operational execution . Recent performance indicators used by the company include cumulative TSR, Net Income, and Adjusted ROIC; compensation actually paid to the CEO rose alongside TSR and Adjusted ROIC in 2024, reflecting pay-for-performance design .
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Value of $100 Invested in GTES (TSR) ($) | 93.07 | 116.05 | 83.22 | 97.88 | 150.77 |
| Peer Group TSR ($) | 119.52 | 152.59 | 137.30 | 189.06 | 219.66 |
| Net Income ($MM) | 90.0 | 331.3 | 242.5 | 256.4 | 219.9 |
| Adjusted ROIC (%) | 15.2 | 22.4 | 20.0 | 23.0 | 24.0 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eaton Electrical (Asia Pacific) | President | Nov 2012–May 2015 | Oversaw portfolio, optimized manufacturing plants, identified new markets |
| Cooper Power Systems—Cooper Bussmann | Group President | n/a | Complete oversight of business activities |
| International Rectifier Corporation | Senior management roles | n/a | Technology/manufacturing leadership |
| TRW Inc. | Senior management roles | n/a | Operations and international business |
External Roles
No external public company board roles disclosed for Mr. Jurek in the proxy biography .
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,090,834 | 1,134,129 | 1,179,318 |
| Target Bonus (% of Base) | n/a | n/a | 150% |
| Actual Annual Cash Incentive ($) | 951,125 | 2,603,530 | 2,506,377 |
| All Other Compensation ($) | 255,667 | 267,927 | 290,038 |
Notes:
- 2024 base salary increased ~4% vs 2023 (from $1,141,899 to $1,187,575 effective March 4, 2024) .
- 2024 “All Other Compensation” includes 401(k) and Supplemental Retirement contributions plus perquisites (parking $3,900, tax prep $6,013, enhanced life/AD&D/LTD premiums $29,315, personal aircraft use $24,289) .
Performance Compensation
Annual Cash Incentive Plan (2024)
| Metric | Weight | Threshold | Target | Max | Actual | Funding (% of target) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 50% | 657.0 | 730.0 | 803.0 | 778.2 | 170% |
| Free Cash Flow ($MM) | 30% | 522.0 | 580.0 | 638.0 | 580.7 | 100% |
| Revenue ($MM) | 20% | 3,308.4 | 3,517.0 | 3,699.5 | 3,475.6 | 95% |
| Gates Financial Performance Factor | — | — | — | — | — | 134% (ex-FX) |
| Individual Performance Factor (CEO) | — | — | — | — | — | 105% |
| CEO Actual Payout ($) | — | — | — | — | — | 2,506,377 |
Design notes:
- Metrics and weights: Adjusted EBITDA (50%), FCF (30%), Revenue (20%) .
- FX translation impacts excluded if excessive; no non-recurring exclusions used in 2024 .
Long-Term Incentive Awards and Outcomes
| Grant | Type | Grant Date | Target Shares | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| 2024 LTI | PRSU | 3/4/2024 | 191,673 | 3-year, ROIC/TSR | 3,136,729 |
| 2024 LTI | RSU | 3/4/2024 | 191,673 | Equal annual on 3 anniversaries | 2,850,178 |
2022–2024 PRSU outcome:
- Adjusted ROIC: 21.5% 3-yr average → 130% payout (75% weight) .
- Relative TSR: 47th percentile → 94% payout (25% weight) .
- Aggregate payout: 121%; CEO earned 198,101 shares vs 163,721 target .
PRSU design parameters:
- ROIC metric definition and exclusions as described .
- TSR payout schedule: 25th pct = 50%, 50th = 100% (cap if absolute TSR negative), 75th = 200% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 4,435,638 shares (1.7% of 257,707,674 outstanding) |
| Ownership Breakdown | 2,301,203 shares owned (680,894 via spouse trustee trust) + 2,134,435 options exercisable within 60 days |
| Outstanding RSUs (unvested) | 54,574 (2/25/2022), 186,668 (7/27/2022), 126,788 (3/1/2023), 191,673 (3/4/2024) |
| Market Value of Unvested RSUs | $1,128,045 (2022); $3,858,428 (7/27/2022); $2,620,708 (3/1/2023); $3,961,881 (3/4/2024) |
| Outstanding PRSUs (unearned) | 332,816 (3/1/2023); 335,427 (3/4/2024) — shown at specified payout assumptions |
| Market/Payout Value of PRSUs | $6,879,307 (2023 PRSU); $6,933,276 (2024 PRSU), based on $20.67 price assumptions |
| Options (selected series) | 2/22/2019: 252,122 @ $16.46; 796,460 @ $19.00 (premium); 2/21/2020: 241,406 @ $12.60; 2/26/2021: 148,950 @ $15.00; 39,009 @ $16.50 (premium). Expiries: 2029–2031 |
| Stock Ownership Guidelines | CEO: 6x base salary; all NEOs met guidelines as of latest measurement |
| Hedging/Pledging | Prohibited for directors and executives (short sales, derivatives, Variable Forwards, collars, exchange funds, pledging/margin) |
Employment Terms
| Topic | Terms |
|---|---|
| Employment Contract | No employment agreement; CEO employed “at will” |
| Severance (no Cause / Constructive Termination) | 2x base salary + target bonus (installments over 24 months); pro-rata annual bonus; company-paid COBRA-equivalent health/dental premiums for 24 months; outplacement (6 months) |
| Change-in-Control (double trigger) | 3x base salary + target bonus (lump sum); pro-rata annual bonus; company-paid health/dental/life/LTD premiums for 36 months; outplacement (6 months) |
| Equity Treatment (2018 Plan) | Double trigger required for accelerated vesting; RSUs fully vest on death/disability; PRSUs pro-rated on death/disability; specific CiC provisions for PRSU measurement and vesting |
| Clawback | Mandatory recovery of erroneously awarded incentive-based compensation under SEC/NYSE rules; plan-level detrimental activity forfeiture/cancellation |
| Non-Compete/Non-Solicit | Continued compliance required during employment and for one year post-termination to receive severance/CiC benefits |
| Potential Payments (as of 12/28/2024) | Change-in-control with termination total: $30,853,413; termination without cause total: $8,365,864; death/disability total: $17,889,904 (detail by category provided) |
Board Governance
- Director since 2017; CEO is the sole executive director on a 9-member board; all other directors are independent under NYSE standards .
- Chair and CEO roles are separated; independent chair (Neil P. Simpkins). Lead independent director would be elected if roles combined or chair not independent .
- Committee roles: Mr. Jurek does not serve on committees; Audit, Compensation, and Nominating committees are 100% independent .
- Board/committee meetings in 2024: 23; overall attendance: 97% .
- Executive sessions: independent directors hold regular sessions without management .
- Director compensation: employee director (CEO) receives no director fees; non-employee package $245,000 with added chair retainers; director ownership guidelines 5x cash retainer .
Compensation Governance, Peer Group, and Say-on-Pay
- Independent compensation consultant (Aon Human Capital Solutions) advising on design, market data, disclosure, risk assessment .
- Peer group used for market context (industrial capital goods peers; e.g., AMETEK, IDEX, Ingersoll Rand, Timken, etc.); no fixed percentile benchmarking, judgment-based .
- 2024 say-on-pay (on 2023 comp): ~98% approval; committee maintained program with no substantive changes .
- Compensation risk assessment: program not reasonably likely to have material adverse effect .
Compensation Detail Tables
CEO 2024 Plan-Based Awards
| Award Type | Grant Date | Threshold | Target | Max | Grant-Date FV ($) |
|---|---|---|---|---|---|
| Annual Plan (cash) | — | $178,136 | $1,781,363 | $3,562,726 | — |
| PRSU | 3/4/2024 | 23,959 sh | 191,673 sh | 383,346 sh | 3,136,729 |
| RSU | 3/4/2024 | — | 191,673 sh | — | 2,850,178 |
CEO Option Exercises and Stock Vested (2024)
| Item | Quantity | Value |
|---|---|---|
| Shares/Units vested (RSUs + PSUs) | 530,301 | $9,477,356 |
| Options exercised | — | — |
CEO Deferred Compensation (Supplemental Retirement Plan)
| Exec Contributions (2024) | Company Contributions (2024) | 2024 Earnings | Ending Balance |
|---|---|---|---|
| — | $206,271 | $191,428 | $2,202,921 |
Risk Indicators & Red Flags
- Hedging and pledging prohibited for insiders; mitigates misalignment risks .
- No employment contract; severance/CiC are double-trigger and include “best-of-net” excise tax cutback; balanced but substantial .
- Form 4 administrative delay (one untimely filing per NEO for July 27, 2024 RSU vest/tax withholding) noted; remedial governance disclosure suggests low severity .
- No excise/income tax gross-ups except relocation; limited perquisites disclosed with precise amounts .
- Related-party ties to former sponsor (Blackstone) fully sunset in 2024; secondary offerings and buybacks disclosed; no material transactions with sponsor’s portfolio in FY 2024 .
Equity Ownership & Alignment Analysis
- CEO beneficial ownership of 1.7% aligns incentives; significant in-the-money and premium-priced option exposure plus sizable unvested RSUs/PRSUs indicate continued retention levers with long-dated expiries (2029–2031) and 3-year PRSU windows .
- Stock ownership guideline (6x salary) met; mandatory 50% post-vest retention until guideline satisfied; supports alignment .
- Policy forbids pledging, hedging, short sales, derivatives; reduces risk of adverse trading signals .
Employment Terms Summary Table (Potential Payments as of 12/28/2024)
| Scenario | Cash Severance | Health/Life/LTD Continuation | Outplacement | Equity Awards | Total |
|---|---|---|---|---|---|
| Death/Disability | $2,387,026 | — | — | $15,502,878 | $17,889,904 |
| Termination w/o Cause | $8,324,901 | $32,963 | $8,000 | — | $8,365,864 |
| Change-in-Control + Termination | $11,293,838 | $99,007 | $8,000 | $19,452,568 | $30,853,413 |
| Change-in-Control (no termination) | — | — | — | $3,939,414 | $3,939,414 |
Investment Implications
- Pay-for-performance alignment is strong: 2024 total bonus pool funded at 134% on EBITDA/FCF/Revenue metrics, and PRSU payouts tied 75% to ROIC, 25% to relative TSR; CEO’s 2024 actual bonus reflected both company performance and individual performance (105%) .
- Retention risk appears contained: large unvested RSUs and multi-year PRSUs plus premium-priced options expiring 2029–2031 create meaningful unvested value that vests over time .
- Potential selling pressure around vest dates may occur via sell-to-cover tax withholdings, but strict insider trading policy and anti-hedging/pledging prohibitions limit aggressive discretionary selling by executives .
- Change-in-control economics are sizable (3x cash multiple plus accelerated equity under conditions), which could influence behavior in strategic transactions; design is double-trigger, reducing pure windfall risk .
- Governance quality positive: independent chair, fully independent committees, high board attendance, and strong say-on-pay support (~98%) indicate shareholder-friendly oversight of compensation .