Joseph Cantie
Gates Industrial CorpAbout Joseph S. Cantie
Joseph S. Cantie (age 61) was appointed an independent director of Gates Industrial Corporation plc (GTES) effective March 30, 2025. He is the former EVP and CFO of TRW Automotive Holdings Corp. (2003–2016) and brings deep finance, investor relations, and global manufacturing experience; he currently serves on the boards of Howmet Aerospace Inc. (since 2020) and TopBuild Corp. (since 2015), with prior directorships at Summit Materials, Inc. (2016–2025), Delphi Technologies PLC (2017–2020), and Aptiv PLC (2015–2017) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TRW Automotive Holdings Corp. | EVP & Chief Financial Officer | 2003–2016 | Diversified global automotive supplier |
| TRW Inc. | VP, Finance (Automotive) | 2001–2003 | Global aerospace, systems and automotive conglomerate |
| TRW Inc. | VP, Investor Relations | 1999–2001 | Investor relations leadership |
| LucasVarity plc | Various executive positions incl. VP & Controller | 1996–1999 | Multiple executive finance roles |
| KPMG | Audit/Accounting | ~10 years | Early career in public accounting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Howmet Aerospace Inc. (NYSE: HWM) | Director | Since 2020 | Not disclosed in GTES proxy |
| TopBuild Corp. (NYSE: BLD) | Director | Since 2015 | Not disclosed in GTES proxy |
| Summit Materials, Inc. | Director | 2016–2025 | Not disclosed in GTES proxy |
| Delphi Technologies PLC | Director | 2017–2020 | Not disclosed in GTES proxy |
| Aptiv PLC | Director | 2015–2017 | Not disclosed in GTES proxy |
Board Governance
- Independence: The Board has affirmatively determined all directors other than the CEO are independent under NYSE standards; this includes Mr. Cantie .
- Committees: Current committee roster shows “All directors, other than Mr. Jurek and Mr. Cantie, serve on one or more committees,” indicating Mr. Cantie is not presently assigned to Audit, Compensation, or Nominating & Governance .
- Board structure and engagement: Independent Chair (Neil P. Simpkins); independent directors regularly hold executive sessions; 2024 attendance rate for incumbent directors was 97% across 23 board/committee meetings; Board met 8 times in 2024 .
- Lead Independent Director: Board may appoint if Chair is not independent; currently Chair is independent .
Fixed Compensation
| Component | Amount | Vesting/Timing | Notes |
|---|---|---|---|
| Annual cash retainer (Non-Executive Director) | $100,000 | Paid quarterly in arrears | Program reviewed annually vs. peer data |
| Annual RSU grant (Non-Executive Director) | $145,000 | Vests in full on first anniversary | Equity aligns interests; amount reviewed annually |
| Committee chair cash fees | Audit: $25,000; Compensation: $15,000; Nominating & Governance: $15,000 | Paid quarterly in arrears | Additional for chair responsibilities |
| Board Chair incremental RSUs | $130,000 | Vests in one year | Applies to Chair; commenced 2024 |
| Deferral options | 20–100% of cash fees and 100% of RSUs | Under Supplemental Retirement Plan | Directors may elect to defer fees/RSUs |
- 2025 program: Non-Executive Director package unchanged from 2024 (total $245,000 split ~41% cash / 59% equity); 2025 RSU quantities calculated Feb 28, 2025 .
Performance Compensation
| Item | Structure | Metrics | Notes |
|---|---|---|---|
| Non-Executive Director equity | Time-based RSUs | None (time-based vesting) | RSUs vest in full after one year; no performance conditions |
GTES does not use performance-based equity for Non-Executive Directors; compensation is fixed cash plus time-based RSUs .
Other Directorships & Interlocks
- Network ties: The Board Chair, Neil P. Simpkins (former Blackstone Senior Managing Director), led acquisitions including TRW Automotive and Summit Materials while at Blackstone; Mr. Cantie was CFO at TRW Automotive and served on Summit Materials’ board (2016–2025), reflecting historical professional interlocks with the Chair’s transaction history .
- Former Sponsor context: Blackstone-related governance arrangements (shareholders’ and registration rights agreements) expired in 2024; Former Sponsor-affiliated directors exited the Board by Dec 31, 2024 .
Expertise & Qualifications
- Core qualifications: Former public company CFO; extensive finance, accounting, investor relations, and global manufacturing sector expertise; prior public company board experience .
- Board’s assessment: Selected for “extensive financial expertise and global manufacturing industry experience” .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Outstanding | Notes |
|---|---|---|---|
| Joseph S. Cantie | — | <1% | As of April 8, 2025; table indicates less than 1% and no count disclosed |
| Shares pledged | Prohibited | — | Company policy prohibits pledging and hedging by directors |
| Ownership guidelines | 5x annual cash retainer | Compliance/retention | As of Apr 1, 2025, all non-employee directors either met or were in compliance with retention requirements |
Governance Assessment
- Positives
- Independent status; strong financial expertise relevant to Audit oversight if later assigned; deep public-company board experience .
- Director pay mix emphasizes equity (approx. 59% RSUs), with one-year vesting, supporting alignment; stock ownership guidelines (5x cash retainer) and anti-hedging/pledging policies further align interests .
- Board engagement and structure appear robust (independent Chair, executive sessions, high attendance) .
- Shareholder support signals: 2024 say-on-pay approval ~98% (for NEOs), indicating constructive investor dialogue and compensation governance .
- Potential watch items / RED FLAGS to monitor
- Historical interlocks: Shared TRW/Summit Materials history with independent Chair (via Blackstone-led deals) warrants continued vigilance for perceived influence or information flow; however, Former Sponsor agreements and affiliated directors ended in 2024 .
- Committee participation: Mr. Cantie currently serves on no committees; effectiveness and influence will hinge on future committee assignment and attendance disclosures .
- Related-party transactions: Company maintains a robust policy and Board approval process; 2024 repurchases from Former Sponsor affiliates were ordinary-course and agreements expired—no Cantie-related transactions disclosed .
Board Governance (Detail)
| Committee | Chair | Members | 2024 Meetings |
|---|---|---|---|
| Audit | Fredrik Eliasson | Eliasson, Ireland, Mains, Zhang | 6 meetings; all members are “financial experts” |
| Compensation | Neil P. Simpkins | Simpkins, Neely, Ireland, Eliasson | 5 meetings |
| Nominating & Governance | Wilson S. Neely | Neely, Simpkins (Member), Tillman | 4 meetings |
Mr. Cantie is not currently listed on any committee .
Director Compensation (Program Summary)
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| Non-Executive Director package (typical) | $100,000 | $145,000 | $245,000 | 41% cash / 59% equity; 2025 program unchanged |
| Committee chair fees | $15,000–$25,000 | — | +$15k/$25k | Audit ($25k), Compensation ($15k), Nominating & Governance ($15k) |
| Board Chair incremental RSUs | — | $130,000 | $130,000 | Additional RSUs to Chair |
2024 director comp table excluded Mr. Cantie due to his March 30, 2025 appointment; his 2025 compensation will follow the approved program and be pro-rated where applicable .
Related-Party/Conflict Policy
- Related-Person Transactions Policy requires CLO disclosure and Board approval/ratification; interested directors must recuse; legacy Blackstone IPO agreements (shareholders/registration rights) expired in 2024 .
- Deeds of indemnity are standard; no pending material litigation involving directors/officers disclosed .
Say-on-Pay & Shareholder Feedback
- Fall outreach to top holders; Compensation Committee reviewed feedback and maintained program given ~98% 2024 say-on-pay support .
Summary Implications
- Near-term governance signal is constructive: independent appointment with strong finance background, robust director alignment mechanisms, and no disclosed conflicts involving Mr. Cantie.
- Monitoring priorities: committee assignment and attendance once disclosed; any future related-party exposure via outside boards; continued adherence to ownership guidelines and trading prohibitions .