Thomas Pitstick

About Thomas Pitstick

Thomas G. Pitstick (age 53) is Senior Vice President, President Americas at Gates (GTES), a role he has held since August 2024; he joined Gates in January 2016 and previously led APAC and Global Strategy, served as Chief Marketing Officer, SVP Product Line Management, and SVP Innovation . Prior to Gates, he held senior roles at Eaton (SVP Marketing—Electrical Sector) and Cooper Industries/Cooper Power Systems (VP/GM Energy Automation Solutions), and earlier roles at technology startups . Company performance metrics that drove his 2024 incentives: enterprise Adjusted EBITDA achieved 107% of target, Free Cash Flow at 100%, and Revenue at 99%, funding the bonus pool at 134% (ex-FX) ; cumulative company TSR since FY2019 equated to $150.77 on a $100 base, while Adjusted ROIC improved to 24.0% in 2024 from 20.0% in 2022 .

Past Roles

External Roles

• No current public company board roles disclosed for Pitstick in the proxy .

Fixed Compensation

Multi-year compensation (as reported in the Summary Compensation Table):

Additional fixed/benefit details (2024):

• Employer contributions: 401(k) $20,250; Supplemental Retirement Plan $51,200; Other benefits $14,316 (parking $3,900, executive physical $2,100, enhanced life insurance $1,920, enhanced AD&D/LTD $6,196) .
• Deferred comp: employer contribution $51,200; account earnings $27,765; year-end balance $308,546 .

Performance Compensation

2024 Annual Bonus Plan (Short-Term Incentive)

• Company financial metrics and weightings: Adjusted EBITDA 50%, Free Cash Flow 30%, Revenue 20%; 2024 attainment funded pool at 134% after excluding excessive FX translation impacts .
• Individual performance factors for NEOs ranged 100%–110% based on functional goals; Pitstick’s was 105% .

2024 Company attainment table:

Long-Term Incentives (Equity)

2024 LTI target and grant:

2022–2024 PRSU payout (vested in 2024):

Equity Ownership & Alignment

Beneficial ownership and guideline compliance:

Outstanding equity awards (as of 12/28/2024):

2024 vesting and realized value:

• Shares/units acquired on vesting in 2024: 80,617; value realized $1,442,726; no option exercises in 2024 .
• Net shares issued post-tax withholding: 30,727 RSU/PSU net shares (aggregate disclosure across NEOs; Pitstick’s net count shown) .

Option holdings (as of 12/28/2024):

Pre-IPO performance-vested tiers II/IV vested upon 2022 liquidity event; Tier III expired; all outstanding Tier I/II/IV options maintain the above terms .

Governance alignment:

• Clawback: mandatory recovery of erroneously awarded incentive-based compensation for Section 16 officers upon accounting restatement (regardless of fault) per NYSE Rule 10D-1; also forfeiture provisions for detrimental activity under the 2018 Omnibus Plan .
• Anti-hedging/pledging policy (short sales, derivatives, collars, pledging prohibited) .

Employment Terms

• Employment contract: None of the NEOs has an employment contract; executives are “at will” .
• Severance (non-CIC): For Pitstick, 1x base salary (paid over 12 months), pro-rated current-year bonus at target (no individual modifier), 12 months health benefits continuation, and outplacement (subject to release and 1-year non-compete/non-solicit) . Illustrative amounts if terminated 12/28/2024:

• CIC plan: double-trigger; for Pitstick, 2x base salary + target bonus (lump sum), pro-rated target bonus for year of termination, 24 months health/life/LTD premiums, outplacement; best‑of‑net 280G cutback .
• Annual bonus plan participation and pro-ration on certain separations per plan rules .

Compensation Structure Analysis

• Mix shifts: 50% of LTI is PRSUs with 3-year Adjusted ROIC and Relative TSR hurdles (0–200%), balancing operating discipline and market-relative performance . Company ceased broad option grants since 2021, favoring RSUs/PRSUs (lower risk vs options) .
• Pay-for-performance: 2024 bonus pool funded at 134% on strong Adjusted EBITDA and FCF outcomes; Pitstick’s payout reflected 105% personal factor tied to Americas financial/operational goals and succession planning .
• Say-on-pay: 98% approval in 2024, supporting alignment of executive compensation with performance .
• Peer benchmarking: Compensation aligned against industrial peers (e.g., AMETEK, Dover, Ingersoll Rand, Timken, Xylem, etc.) without rigid percentile targeting .

Risk Indicators & Red Flags

• Hedging/pledging prohibited (alignment positive) .
• Clawback in place per NYSE 10D‑1; detrimental activity forfeiture under equity plan (alignment positive) .
• No excise/income tax gross-ups (except relocation) (shareholder friendly) .
• No option repricing or new option grants since 2021 (no repricing signal) .
• Administrative late Section 16 filings in Oct 2024 for a July 27, 2024 vesting event (including Pitstick) due to oversight (process control watch item) .

Investment Implications

• Alignment: High proportion of at-risk pay (bonus tied to EBITDA/FCF/Revenue; LTI tied to ROIC/TSR) with robust ownership guidelines (3x salary) and anti‑hedging/pledging policies supports long-term alignment and reduces mis-incentives .
• Retention risk: Significant unvested RSUs/PRSUs (2022–2024 grants) and option overhang create meaningful “golden handcuffs”; non‑CIC severance is moderate (1x salary; pro‑rated bonus at target) while CIC is double-trigger at 2x, typical for industrial peers .
• Trading/overhang: 2024 saw no option exercises and net issuance on vesting, suggesting limited forced selling; however, scheduled RSU/PRSU vesting in coming years can add periodic supply, albeit mitigated by holding requirements until ownership guidelines are maintained .
• Execution risk: 2024 bonus outcomes were driven by EBITDA/FCF strength despite slightly below-target revenue; continued ROIC/TSR outperformance will be essential for PRSU vesting and sustained pay outcomes .