James Ireland
Gates Industrial CorpAbout James W. Ireland, III
Independent non‑executive director of Gates Industrial Corporation plc (GTES) since 2018; age 70. Background includes Senior Managing Director at Davis Partners Group (since May 2020) and Co‑founder/Managing Partner of Earlylands Advisory (since 2024). Prior leadership roles: Executive Chairman of Miele Energy (Jan 2021–Jun 2024), President & CEO of GE Africa (2011–2018), President & CEO of GE Asset Management Group (2007–2011), and senior posts across GE including President of NBC Universal Television Stations & Network Operations and CFO/audit staff at GE Plastics . The Board affirms his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric Africa | President & CEO | 2011–2018 | Led digital/industrial initiatives across Africa |
| GE Asset Management Group | President & CEO | 2007–2011 | Oversaw asset management platform |
| NBC Universal Television Stations & Network Operations (GE subsidiary) | President | Within 1995–2007 period | Ran station/network operations |
| GE Plastics | CFO and audit staff | Within 1995–2007 period | Finance leadership and audit discipline |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Davis Partners Group | Senior Managing Director | Since May 2020 | Ongoing senior investment/operating role |
| Earlylands Advisory | Co‑founder & Managing Partner | Since 2024 | Advisory leadership |
| Miele Energy | Executive Chairman | Jan 2021–Jun 2024 | Board/executive oversight |
Board Governance
- Independence: Board determined all directors except the CEO are independent under NYSE rules; Ireland is independent .
- Committee assignments: Audit Committee member; Compensation Committee member. Audit Committee (Eliasson—Chair; Ireland; Mains; Zhang). Compensation Committee (Simpkins—Chair; Ireland; Neely; Eliasson) .
- Financial expertise: Board determined Audit Committee members, including Ireland, are “audit committee financial experts” under SEC rules .
- Attendance and engagement: In 2024, Board met 8 times; total Board and committee meetings 23; incumbent attendance 97%, with no director <75% . Independent directors regularly hold executive sessions .
| Governance Item | Detail | Source |
|---|---|---|
| Independence | Independent non‑executive director | |
| Committees | Audit (member); Compensation (member) | |
| Audit financial expert | Yes (SEC Item 407(d)) | |
| 2024 meetings | 23 total; Board met 8 times | |
| Attendance | 97% overall; no director <75% | |
| Executive sessions | Independent directors meet in executive session |
Fixed Compensation
| Component | Structure | FY 2024 Amount (Ireland) | Vesting/Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 per year | $100,000 | Paid quarterly in arrears |
| Equity grant (RSUs) | $145,000 grant value annually | $144,997 (grant date fair value) | RSUs vest in full one year post‑grant |
| Committee chair fees | Audit Chair $25k; Comp Chair $15k; N&G Chair $15k | N/A (member, not chair) | Additional retainers apply to chairs only |
| Board Chair equity | $130,000 RSUs annually | N/A | Applies to Board Chair; not applicable to Ireland |
Policy mix for non‑executive directors: ~41% cash retainer, ~59% equity RSUs; fees reviewed annually and may be adjusted .
Performance Compensation
| Element | Metrics | Structure/Outcome |
|---|---|---|
| Director equity | None (time‑based) | Annual RSUs vest after 1 year; no performance conditions for directors |
Note: Performance‑conditioned awards (ROIC, TSR) apply to NEO PRSUs, not to non‑executive directors .
Other Directorships & Interlocks
| Category | Current | Notes |
|---|---|---|
| Public company boards (current) | None disclosed | No current public company directorships listed in GTES proxy biography |
| Compensation committee interlocks | None | Company reports no interlocks involving GTES executives and other boards; Ireland served on GTES Compensation Committee |
Expertise & Qualifications
- Senior operating and financial leadership across GE businesses; deep industrial and international experience (Africa) .
- Audit Committee financial expertise designation; familiarity with financial reporting and controls .
- Strategy/M&A and risk oversight experience aligned with Board competency matrix .
Equity Ownership
| Item | Amount | As of/Notes |
|---|---|---|
| Beneficial ownership (ordinary shares) | 57,993 | <1% of outstanding; April 8, 2025; 257,707,674 shares outstanding |
| Unvested RSUs (director grant) | 9,751 | Market value $201,553 at $20.67/share (12/28/2024) |
| RSUs vested in FY 2024 | 9,567 | Value realized $140,826 |
| Options | None | No director options outstanding |
| Hedging/pledging | Prohibited | Company securities trading policy bans hedging/pledging |
| Ownership guidelines | 5x cash retainer | All non‑employee directors met or complied with retention mandate as of Apr 1, 2025 |
Fixed Compensation – Detail (FY 2024 Director Compensation Table)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| James W. Ireland, III | 100,000 | 144,997 | 244,997 |
Performance Compensation – Director Equity Activity (FY 2024)
| Item | Shares/Units | Value |
|---|---|---|
| RSUs vested (Ireland) | 9,567 | $140,826 |
| Unvested RSUs at 12/28/2024 (Ireland) | 9,751 | $201,553 |
Board Governance Signals
- Director remuneration policy emphasizes cash retainer plus one‑year RSUs; additional retainers limited to committee/board chairs, aligning pay with role accountability .
- Stock ownership guideline of 5x cash retainer plus anti‑hedging/pledging policies strengthen alignment and risk controls .
- High board/committee attendance (97%) and regular executive sessions bolster oversight quality .
Potential Conflicts & Related‑Party Exposure
- Company disclosed certain transactions with Blackstone affiliates historically; no specific related‑party transactions involving Ireland disclosed .
- No pledging of company stock permitted, mitigating collateralization risk .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 AGM say‑on‑pay support ~98% for prior year NEO compensation; board engages routinely with top holders; informs governance decisions .
Compensation Committee Analysis (Structure & Safeguards)
- Members: Simpkins (Chair), Neely, Ireland, Eliasson (all independent) .
- Independent compensation consultant (Aon), assessed independent; supports peer benchmarking, risk assessment, and disclosure quality .
- Clawback policy compliant with SEC/NYSE rules (applies to Section 16 officers); director RSUs subject to recovery under incentive plan terms when paid in equity .
Governance Assessment
- Strengths: Independent status; dual committee service; audit financial expert designation; robust attendance; strict trading and ownership policies; simple director pay structure with meaningful equity holding expectations .
- Risks/RED FLAGS: None identified specific to Ireland in the proxy; no hedging/pledging; no disclosed related‑party transactions or interlocks; not a chair role (thus limited incremental fees) .
- Investor takeaway: Ireland’s background in complex global operations and finance, coupled with audit expertise and stable engagement, supports board effectiveness and investor confidence; pay and ownership policies align incentives without performance gaming for directors .