Neil Simpkins
Gates Industrial CorpAbout Neil P. Simpkins
Independent Chair of the Board and Compensation Committee Chair at Gates Industrial Corporation plc (GTES). Age 59; director since November 2017 and Board Chair since January 2020. Former Senior Managing Director in Blackstone’s Corporate Private Equity Group; previously Principal at Bain Capital and consultant at Bain & Company. Currently CEO of Roseberry LLC and provides consulting services to Blackstone; led M&A for TRW Automotive, Vanguard Health Systems, TeamHealth, Apria, Summit Materials, Change Healthcare, and Gates; current director at TeamHealth; prior director at Apria (2008–2022) and Change Healthcare (2011–2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackstone Inc. | Senior Managing Director, Corporate Private Equity Group (previously); Advisor/consultant (current) | Since joining in 1998 (dates not otherwise disclosed) | Led acquisitions including TRW Automotive, Vanguard Health Systems, TeamHealth, Apria, Summit Materials, Change Healthcare, and Gates |
| Bain Capital | Principal | Not disclosed | Private equity investing experience |
| Bain & Company | Consultant (Asia Pacific and London) | Not disclosed | Strategy and operations consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Roseberry LLC | Chief Executive Officer | Current | Private investment firm |
| Blackstone Inc. | Consultant | Current | Former Senior Managing Director, Corporate PE Group |
| TeamHealth Holdings, Inc. | Director | Current | Current public/private company director role |
| Apria, Inc. | Director | 2008–2022 | Prior public company directorship |
| Change Healthcare, Inc. | Director | 2011–2022 | Prior public company directorship |
Board Governance
- Structure and independence: Board separates Chair and CEO; Simpkins serves as independent Chair. Board has determined all directors other than the CEO are independent under NYSE standards; all members of Audit and Compensation Committees meet heightened independence requirements .
- Committee assignments:
- Compensation Committee: Chair (Simpkins); members Eliasson, Ireland, Neely; 5 meetings in 2024 .
- Nominating & Governance Committee: Member (Simpkins); Chair Neely; 4 meetings in 2024 .
- Audit Committee: Members Eliasson (Chair), Ireland, Mains, Zhang; 6 meetings in 2024 .
- Attendance: Board met 8 times in 2024; overall attendance 97%; no director below 75% .
- Executive sessions: Independent directors hold separate executive sessions regularly .
- Note: Simpkins ceased being a Former Sponsor-affiliated director on January 30, 2024; began receiving director compensation thereafter .
Fixed Compensation
| Component (FY 2024 unless noted) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (Non-Exec Director) | 100,000 | Payable quarterly in arrears |
| Compensation Committee Chair retainer | 15,000 | Additional annual cash retainer |
| Board Chair retainer (equity) | 130,000 | Additional RSUs annually for Board Chair, began in 2024 |
| Fees earned in cash – Simpkins (Director Compensation Table) | 115,000 | Includes Comp Chair fee |
| “Single-figure” fees (UK reporting) – Simpkins | 105,522 | UK remuneration reporting basis; pro-rated start Jan 30, 2024 |
Performance Compensation
| Equity Award Detail | Grant Date | Number of RSUs (#) | Fair Value / Market Value ($) | Vesting / Metrics |
|---|---|---|---|---|
| Annual RSU grant (Non-Exec Director) | 3/4/2024 | 9,751 | Market value $201,553 as of 12/28/2024 | Vest 1-year, time-based; no performance metrics |
| Board Chair RSU (additional) – Simpkins | 3/4/2024 | Included in total | Grant value $130,000 | Vest 1-year, time-based; no performance metrics |
| Total unvested RSUs – Simpkins at 12/28/2024 | 18,493 | 18,493 | $382,250 market value (price $20.67) | Vest 1-year, time-based |
- Director RSUs are time-based (no PSU/option awards for directors in 2024); director equity subject to recovery under the Incentive Plan .
Other Directorships & Interlocks
| Company | Role | Status/Years | Potential Interlock/Notes |
|---|---|---|---|
| TeamHealth Holdings, Inc. | Director | Current | Blackstone-related portfolio history; relevant for information flow |
| Apria, Inc. | Director | 2008–2022 | Blackstone deal history; prior role |
| Change Healthcare, Inc. | Director | 2011–2022 | Blackstone deal history; prior role |
- Compensation Committee interlocks: In 2024, Simpkins, Neely, Ireland, Eliasson served on GTES’s Compensation Committee; none were officers/employees; no cross-company interlocks reported among GTES executive officers and other issuers’ compensation committees .
Expertise & Qualifications
- Deep PE/M&A operator: Led major industrials and healthcare transactions; extensive capital allocation, transaction diligence, and governance experience .
- Governance and compensation: Chairs Compensation Committee; committee oversees CEO/NEO pay, HCM, CD&A and pay-versus-performance disclosures; permitted to retain independent consultants and delegate authority per charter; 5 meetings in 2024 .
- Risk oversight: Board Chair role and Nominating & Governance membership; Board emphasizes independent leadership and regular executive sessions .
Equity Ownership
| Item | Amount | Date/Context | Notes |
|---|---|---|---|
| Beneficial ownership – Simpkins | 1,018,483 shares; <1% | As of April 8, 2025 | Shares include 1,000,000 held via family LLC with spouse shared voting/dispositive power |
| Vested shares held – Simpkins | 1,000,000 | As of Dec 28, 2024 | Non-Exec director shareholdings table |
| Unvested RSUs – Simpkins | 18,493 | As of Dec 28, 2024 | Vest on first anniversary of grant; market value $382,250 |
| Ownership guidelines (Non-Exec Directors) | 5x annual cash retainer | Policy; measurement date Apr 1 | All non-employee directors met/exceeded or were compliant as of Apr 1, 2025 ; all exceeded as of Dec 28, 2024 |
Governance Assessment
-
Positives
- Independent Board Chair with strong M&A and financial credentials; separation of Chair/CEO roles supports oversight .
- High board and committee engagement (23 meetings total in 2024; 97% attendance; Audit/Comp/NomGov fully independent) .
- Clear director pay structure with majority equity (59% RSUs) and ownership guidelines at 5x retainer; Simpkins holds a significant stake (1.0M vested; 1.018M beneficial) aligning interests .
- Compensation Committee uses independent consultant (Aon), meets 5x per year, and has defined authority/delegation, indicating robust process governance .
-
Watch items / potential conflicts
- Ongoing advisory relationship with Blackstone and prior status as Former Sponsor-affiliated director until Jan 30, 2024; Board determined independence, and IPO-era shareholder and registration rights agreements expired in 2024 .
- Company repurchased shares from Former Sponsor affiliates in February and August 2024; commercial transactions with Former Sponsor portfolio companies in ordinary course were not material .
- No director pensions; RSU awards subject to recovery under Incentive Plan; no pending material litigation involving directors/officers .
-
Signals for investors
- Elevated equity retainer for Board Chair ($130k RSUs) adds at-risk alignment but is time-based (no performance metrics); overall director comp remains simple and transparent .
- Strong ownership and committee leadership suggest engagement; independence conclusions mitigate sponsor ties, but continued Blackstone advisory relationship warrants monitoring for related-party matters (policy recusal in place) .