Wilson Neely
Gates Industrial CorpAbout Wilson S. Neely
Independent director of Gates Industrial Corporation plc since April 2020; age 69. Former Partner (1991–Jan 2020) at Simpson Thacher & Bartlett LLP with focus on mergers & acquisitions and capital markets; currently a strategic advisor to InterNex Capital (since Jan 2020). Non-profit board roles include University of Texas Law School Foundation, Readworks Inc., and Historic Hudson Valley (board chair). The Board cites his governance knowledge and legal expertise as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simpson Thacher & Bartlett LLP | Partner (Corporate: M&A, Capital Markets) | 1991–Jan 2020 | Advised on leveraged buyouts, recapitalizations, strategic partnerships; oversaw capital markets transactions |
| Gates Industrial Corporation plc | Director | Apr 2020–present | Governance contributor bringing corporate law and governance expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| InterNex Capital | Strategic Advisor | Jan 2020–present | Asset-based digital lender to SMBs |
| University of Texas Law School Foundation | Director | Not disclosed | Non-profit governance |
| Readworks Inc. | Director | Not disclosed | Non-profit governance |
| Historic Hudson Valley | Director; Board Chair | Not disclosed | Non-profit governance |
Board Governance
- Independence: Board determined all directors other than the CEO are independent under NYSE standards; all members of Audit and Compensation Committees meet heightened independence requirements .
- Executive sessions: Independent directors regularly hold separate executive sessions .
- Meeting cadence and attendance: Board met 8 times in 2024; overall incumbent directors’ attendance was 97%; no director below 75% across Board/committee meetings. Board and committee meetings totaled 23 in 2024 .
| Committee | Member | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Neely: No | — | 6 |
| Compensation | Neely: Member | Chair: Neil P. Simpkins | 5 |
| Nominating & Governance | Neely: Yes | Chair: Neely | 4 |
- Compensation Committee interlocks: In 2024, Simpkins, Neely, Ireland, and Eliasson served; none were officers of Gates; no reciprocal board/comp committee interlocks among Gates executives and other companies .
- Hedging/pledging policy: Prohibits hedging (e.g., collars, swaps), short sales, and pledging of company stock for directors, officers, and employees .
Fixed Compensation
Policy and 2024 actuals for non-employee directors:
| Component | Structure | Amount | Vesting/Payment | Notes |
|---|---|---|---|---|
| Annual cash retainer | Fixed | $100,000 | Quarterly in arrears | 41% of package (cash), policy mix |
| Annual RSU grant | Fixed value | $145,000 | Vests in full on 1st anniversary | 59% of package (equity), policy mix |
| Committee chair fees | Cash | Audit $25,000; Compensation $15,000; Nominating & Governance $15,000 | Quarterly in arrears | Neely earns $15,000 as N&G Chair |
| Board chair award | RSU | $130,000 | Annual grant | Applies to Board Chair only |
| Reimbursements | Taxes/meeting travel | Not capped | As incurred | UK tax prep reimbursement; meeting expenses |
| Deferrals (director plan) | Cash/RSUs | Elective | Cash retainer and chair fees (20–100%); 100% of RSU grant and Board chair RSU can be deferred | Supplemental Retirement Plan |
2024 compensation received by Wilson Neely:
| Metric | 2024 | Details |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $115,000 | Includes $100,000 retainer + $15,000 N&G Chair fee |
| Stock Awards ($) | $144,997 | Aggregate grant-date fair value under Topic 718 |
| Total ($) | $259,997 |
Performance Compensation
Directors receive time-based RSUs only; however, as a Compensation Committee member, Neely oversees executive performance compensation design (PRSUs) with metrics:
| Metric | Weight | Definition/Notes |
|---|---|---|
| Adjusted ROIC | 75% | Three-year average; formula uses Adjusted EBITDA and adjusted asset base; 200% max payout at performance levels; detailed exclusions and adjustments specified |
| Relative TSR | 25% | 3-year TSR vs S&P 400 Capital Goods Industry Index peer group; payout capped at target if absolute TSR negative; 25th/50th/75th percentile thresholds |
Recent PRSU outcome (oversight signal):
| Performance Period | Adjusted ROIC Payout | Relative TSR Payout | Total Payout |
|---|---|---|---|
| 2022–2024 | 130% | 94% | 121% |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Public companies | — | None disclosed | No other public co boards listed for Neely |
| University of Texas Law School Foundation | Non-profit | Director | No related-party transactions disclosed |
| Readworks Inc. | Non-profit | Director | No related-party transactions disclosed |
| Historic Hudson Valley | Non-profit | Director; Board Chair | No related-party transactions disclosed |
Expertise & Qualifications
- Corporate governance expertise; decades in M&A and capital markets as a Simpson Thacher partner .
- Strategic finance/legal perspective relevant to compensation, succession, and risk oversight .
Equity Ownership
Ownership alignment and positions:
| As-of Date | Beneficial Ownership (# shares) | % of Outstanding | Notes |
|---|---|---|---|
| Apr 8, 2025 | 128,355 | <1% | Includes 11,952 shares with shared voting/dispositive power via family trust |
| Dec 28, 2024 (vested shares table) | 118,609 | — | Director vested shares; separate from beneficial tally |
| Dec 28, 2024 (unvested RSUs) | 9,751 | — | RSUs vesting on Mar 4, 2025 |
Stock ownership guidelines: Non-employee directors must hold 5x annual cash retainer; all met or in compliance as of Apr 1, 2025; policy requires retention of 50% of shares acquired until threshold met . As of Dec 28, 2024, all non-executive directors held shares in excess of target .
Hedging/pledging prohibition: Company policy disallows hedging and pledging of company stock by directors .
Insider Trades (Form 4)
Transactions by Wilson S. Neely (chronological columns; click citation for SEC filing):
| Transaction Metric | 2023-02-25 | 2023-03-01 | 2024-02-20 | 2024-02-28 | 2024-03-01 | 2024-03-04 | 2024-08-21 (1) | 2024-08-21 (2) | 2025-02-28 | 2025-03-04 |
|---|---|---|---|---|---|---|---|---|---|---|
| Type | F-InKind | A-Award | P-Purchase | P-Purchase | F-InKind | A-Award | P-Purchase | P-Purchase | A-Award | F-InKind |
| Shares | 6 | 9,567 | 10,000 | 50,000 | 7 | 9,751 | 6,000 | 5,952 | 6,701 | 5 |
| Price ($) | 14.12 | 0 | 13.24 | 14.55 | 14.72 | 0 | 16.80 | 16.80 | 0 | 20.00 |
| Post-Transaction Holdings (#) | 37,097 | 46,664 | 56,664 | 106,664 | 106,657 | 116,408 | 6,000 | 5,952 | 123,109 | 123,104 |
Note: “F-InKind” entries are tax-withholding transactions; “A-Award” entries reflect RSU awards to directors; purchases in Feb and Aug 2024 indicate open-market buying.
Related-Party Transactions and Conflicts
- Gates’ related-person transactions policy requires Board approval/ratification; directors recuse where interested .
- Historical agreements with Blackstone affiliates (shareholders agreement and registration rights) expired in 2024; no material amounts paid under the support and services arrangement in 2024; company repurchased shares from former sponsor affiliates during 2024 secondary offerings. No director-specific related-party transactions involving Neely are disclosed .
- Hedging/pledging prohibited for directors mitigates alignment risks .
Employment & Contracts (Director Terms)
- Non-executive directors appointed on an “at will” basis, generally without notice provisions; no obligations for loss-of-office payments. Service contracts/letters of appointment held at company office; no payments to past directors or for loss of office in 2024 .
Compensation Committee Analysis
- Independent compensation consultant Aon supports the Committee; roles include peer group design, pay recommendations, governance best practices, and risk assessment. Committee oversees executive pay design (including PRSUs), risk assessments, and CD&A disclosures .
- Peer group includes 20 capital goods/industrial companies (e.g., Ingersoll Rand, Timken, Xylem); used as reference points (not fixed percentiles) .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote on 2023 executive compensation received ~98% support; fall shareholder outreach conducted; governance/compensation practices reviewed and adjusted as appropriate .
Governance Assessment
- Strengths:
- Independent director; committee leadership (N&G Chair) and member of Compensation; high overall Board engagement (97% attendance) .
- Prohibitions on hedging/pledging; director stock ownership guidelines (5x retainer) with compliance exceeded as of 2024/2025 .
- Transparent director pay mix (41% cash/59% equity) with modest chair premiums; no meeting fees; deferral optionality promotes long-term alignment .
- Compensation oversight uses clear performance metrics (Adjusted ROIC/Relative TSR) with disciplined payout structure .
- Positive alignment signals:
- Open-market purchases in Feb and Aug 2024 (total ~72k shares at $13–$17) increase skin-in-the-game .
- Watch items:
- No individual director attendance data; aggregate is strong but continue to monitor future proxies for director-level attendance disclosure .
- Former sponsor (Blackstone) relationships concluded in 2024; monitor for any residual commercial transactions with former sponsor portfolio companies (none material in 2024) .
- RED FLAGS: None evident in filings for Neely (no pledging, no related-party transactions, no tax gross-ups, no delinquent Section 16 issues noted for directors) .