Stephanie Mains

About Stephanie K. Mains

Independent director at Gates Industrial Corporation plc (GTES) since February 2019; age 57 as of April 8, 2025. Currently CEO of LSC Communications-MCL (Atlas Holdings) since April 2021; prior roles include interim CEO of GE Power Conversion (Apr–Dec 2020), President & CEO of ABB Electrification Products Industrial Solutions (2015–2019), and multiple senior operating and financial roles across GE businesses, including CFO for GE Aviation Services Material Solutions. Serves on GTES’s Audit Committee and is designated an audit committee financial expert under SEC rules. The Board has affirmed her independence under NYSE standards.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; not a chair. Audit Committee met 6 times in 2024; all members (including Mains) designated “audit committee financial experts.”
• Independence: Board determined all directors other than CEO to be independent under NYSE rules; all Audit, Compensation, and Nominating & Governance Committee members are independent. Independent directors regularly hold executive sessions.
• Attendance and engagement: Board held 8 meetings in 2024; total Board and committee meetings were 23; incumbent directors’ attendance rate was 97%; no director attended <75% of meetings of the Board/committees on which they served.
• Board structure: Independent Chair (Neil P. Simpkins) and CEO roles separated; if roles were combined or Chair not independent, a Lead Independent Director would be elected.

Fixed Compensation (Director)

• Director compensation policy: Non‑Executive Directors receive $245,000 total (41% cash, 59% RSUs) annually; unchanged for 2025.
• Deferrals: Directors may elect to defer 20–100% of cash fees and 100% of RSUs under the Supplemental Retirement Plan.

Performance Compensation (Director)

No stock options or PSUs are granted to Non‑Executive Directors; director equity is time‑based RSUs without performance conditions.

Other Directorships & Interlocks

• Compensation Committee interlocks: GTES discloses no interlocks; none of GTES executives served on another company’s board/comp committee where that company’s executive served on GTES’s Board/Comp Committee.

Expertise & Qualifications

• Audit committee financial expert (Item 407(d) of Regulation S‑K).
• Deep operating and transformation experience across industrial electrification and power systems; prior CFO experience at GE business unit.
• Global industrial experience; Board highlights emphasize risk/crisis management and strategy/M&A depth across directors.

Equity Ownership

Governance Assessment

• Strengths

  • Independence and audit oversight: Independent director serving on Audit Committee with “financial expert” designation; committee met six times in 2024. This supports robust financial reporting oversight.
  • Attendance and engagement: Board and committee meeting cadence (23 total) with 97% attendance; no director below 75%, indicating strong commitment.
  • Ownership alignment: Meets director stock ownership guidelines; elected to defer equity, indicating long‑term alignment; hedging/pledging prohibited.
  • Interlocks/conflicts: Proxy’s related‑person transactions section lists no transactions involving Mains; no compensation committee interlocks disclosed.
  • Shareholder support: Say‑on‑pay (NEO compensation) received ~98% approval in 2024, signaling broad governance confidence.

• Watchpoints

  • Multiple outside commitments: Concurrent CEO role at LSC Communications‑MCL plus two public boards (FANG, LCII) in addition to GTES may necessitate ongoing monitoring for time‑commitment risk, though no overboarding concerns are disclosed by GTES.
  • Former Sponsor (Blackstone) relationships have sunset; remaining commercial activity with Former Sponsor portfolio companies was not material in 2024, but continued vigilance on related‑party screening is prudent.

Overall signal: Audit expertise, independence, attendance, and ownership compliance support investor confidence; absence of disclosed related‑party exposure involving Mains reduces conflict risk.

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Appendix: Director Compensation (2024)

• Unvested RSUs as of 12/28/24: 9,751 (vested Mar 4, 2025); Mains elected to defer shares pursuant to Supplemental Retirement Plan.
• Directors may defer cash fees and RSUs under the Supplemental Retirement Plan.

Appendix: Audit Committee Membership (2024)

Audit Committee held six meetings in 2024; all members deemed “financial experts.”