Molly Zhang
Gates Industrial CorpAbout Molly P. Zhang
Independent non-employee director of Gates Industrial Corporation plc (GTES) since July 2020; age 63 as of April 8, 2025. Dr. Zhang spent 22+ years at Dow Inc. in manufacturing, technology, and international management, and later held senior roles at Orica Ltd before transitioning to board service in October 2016. She is designated an Audit Committee Financial Expert and is independent under NYSE standards; Board attendance in 2024 was highly engaged with an overall 97% rate and no director under 75% attendance. Dr. Zhang currently serves on the Aqua Metals (NASDAQ: AQMS) board and on the advisory board of Circular Innovation Fund.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orica Ltd | Vice President of Asset Management; Manufacturing Executive, Mining Systems | Prior to Oct 2016 | Led global manufacturing/asset operations across 20+ countries; operational excellence focus |
| Dow Inc. | Multiple senior leadership roles: Managing Director, SCG‑Dow JV; Global Business VP, Technology Licensing & Catalyst; Regional Manufacturing Director, Asia Pacific | 22+ years | Manufacturing/technology leadership; Asia operations; major JV management |
External Roles
| Organization | Role | Start–End | Notes |
|---|---|---|---|
| Aqua Metals, Inc. (AQMS) | Director | Mar 2021 – Present | Current public company directorship |
| Circular Innovation Fund | Advisory Board Member | Not disclosed | Sustainability tech venture fund advisory role |
| Arch Resources, Inc. | Director | Jan 2022 – Jan 2025 | Prior public company board |
| GEA Group | Director | Apr 2016 – Dec 2021 | Prior public company board |
| Cooper‑Standard Holdings Inc. | Director | May 2017 – May 2020 | Prior public company board |
Board Governance
- Committee assignments: Audit Committee member; not on Compensation or Nominating & Governance committees. Audit Chair: Fredrik Eliasson; Compensation Chair: Neil P. Simpkins; Nominating & Governance Chair: Wilson S. Neely.
- Independence: Board determined all non-employee directors, including Dr. Zhang, are independent under NYSE standards; all members of Audit, Compensation, and Nominating & Governance are independent.
- Financial expertise: The Board designated Dr. Zhang an “Audit Committee Financial Expert” (Item 407(d) of Regulation S‑K).
- Engagement: Board met 8 times in 2024; overall incumbent director attendance was 97% and no director fell below 75%; Audit Committee held 6 meetings; Compensation Committee 5; Nominating & Governance Committee 4.
Fixed Compensation
| Component | Structure | 2024 Amounts for Zhang |
|---|---|---|
| Annual Cash Retainer | Paid quarterly in arrears | $100,000 |
| Committee Chair Fees | Audit $25,000; Compensation $15,000; Nominating & Governance $15,000 | $0 (not a chair) |
| Equity Retainer (RSUs) | Annual RSUs; 1-year cliff vest | $144,997 (grant-date fair value, 2024) |
| Total Director Compensation (grant-date basis) | Cash + Equity | $244,997 (2024) |
- Program design: Non-executive directors receive $245,000 total annually (≈41% cash, ≈59% equity) plus chair retainers; RSUs vest one year; Board Chair receives an additional $130,000 in RSUs. Directors may defer 20–100% of cash fees and 100% of RSUs under the Supplemental Retirement Plan.
Performance Compensation
| Equity Award Type | Grant Date | Vesting | Performance Metrics | Recovery/Clawback |
|---|---|---|---|---|
| RSUs (Non-Exec Director) | 3/4/2024 | 100% vest on 1st anniversary | None (time-based; no perf conditions) | Equity paid in RSUs subject to recovery under Incentive Plan |
No director options or PSUs are used for non-executive director compensation; there are no bonus metrics tied to director pay.
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee interlocks | 2024 committee members: Simpkins, Neely, Ireland, Eliasson; no executive officer interlocks; no indication of interlocks involving Dr. Zhang. |
| Related-party transactions | Company’s related-person policy in place; 2024 transactions primarily involved Former Sponsor (Blackstone) agreements and secondary offerings; no director-specific related-party transactions for Dr. Zhang disclosed. |
Expertise & Qualifications
- Global industrial operations, manufacturing, technology licensing, and Asia market expertise (Dow, Orica).
- Governance/financial oversight capabilities recognized via Audit Committee Financial Expert designation.
- Board-level experience across multiple industrials and sustainability-related advisory work.
Equity Ownership
| Measure | Date | Amount/Status |
|---|---|---|
| Vested Shares Held (deferred) | Dec 28, 2024 | 38,495 shares vested but deferred under Supplemental Retirement Plan |
| Unvested RSUs Outstanding | Dec 28, 2024 | 9,751 RSUs (grant 3/4/2024); market value $201,553 at $20.67/share |
| 2024 RSUs Vested | 2024 | 9,567 shares; Dr. Zhang elected to defer all vested shares |
| Beneficial Ownership (% of outstanding) | Apr 8, 2025 | Less than 1% (asterisked in table) |
| Director Ownership Guidelines | Apr 1, 2025 | 5x cash retainer; all non-employee directors met or were in compliance |
| Hedging/Pledging | Policy | Prohibited for directors; no pledging/hedging permitted |
Governance Assessment
- Alignment: Equity retainer with annual vesting and elective deferral indicates long-term ownership orientation; director ownership guidelines (5x retainer) and anti-hedging/pledging policy reinforce alignment.
- Effectiveness: Audit Committee Financial Expert designation and Audit membership strengthen financial oversight; high Board/committee activity and attendance in 2024 support engaged governance.
- Independence/Conflicts: Independent under NYSE; no director-specific related-party transactions disclosed; Former Sponsor agreements terminated in 2024; no pending litigation involving directors for indemnification.
- RED FLAGS: None disclosed regarding low attendance, related-party exposure, hedging/pledging, or meeting fee anomalies; compensation structure is standard for non-executive directors with no options or performance grants.