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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENTSCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrantý | |||||
Filed by a Party other than the Registranto | |||||
Check the appropriate box: | |||||
o | Preliminary Proxy Statement | ||||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
ý | Definitive Proxy Statement | ||||
o | Definitive Additional Materials | ||||
o | Soliciting Material | ||||
CARLISLE COMPANIES INCORPORATED | ||||
(Name of Registrant as Specified In Its Charter) | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
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ý | No fee required. | |||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies: | |||
| (2) | Aggregate number of securities to which transaction applies: | |||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||
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| (4) | Date Filed: | |||
CARLISLE COMPANIES INCORPORATED
16430 North Scottsdale Road, Suite 400
Scottsdale, Arizona 85254
(480) 781-5000
NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS
The 20172020 Annual Meeting of ShareholdersStockholders (the "Annual Meeting") of Carlisle Companies Incorporated (the "Company") will be held at 8:00 a.m., Mountain Time, on Wednesday, May 6, 2020 at the Company's offices of Carlisle Construction Materials located at 1285 Ritner Highway, Carlisle, Pennsylvania 17013, on Wednesday, April 26, 2017, at 8:00 am Eastern Time16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254, for the following purposes:
DUE TO THE CURRENT CORONAVIRUS (COVID-19) PANDEMIC, THE COMPANY MAY DECIDE UPON NOTICE TO CHANGE THE DATE, TIME OR LOCATION OF THE ANNUAL MEETING.
The Board of Directors recommends that you vote "FOR" Items 1, 2 and 3. The proxy holders will use their discretion to vote on other matters that may properly arise at the Annual Meeting or any adjournment or postponement thereof.
Only shareholdersstockholders of record atas of the close of business on March 1, 201711, 2020 will be entitled to vote at the Annual Meeting whether or not they have transferred their stockshares since that date.
YOUR VOTE IS IMPORTANT
If you own your shares directly as a registered shareholderstockholder or through the Company'sCarlisle, LLC Employee Incentive Savings Plan, please vote in one of thesethe following ways:
If you own your shares indirectly through a bank, broker or broker, you may vote in accordance withsimilar organization, please follow the instructions provided by your bank or broker. Those instructions may include online voting. If you receive or request a voting instruction form from the stockholder of record to vote your bank or broker, you may also return the completed form by mail or vote by telephone if a number is provided. You may also obtain a legal proxy from your bank or broker and submit a ballot in person at the 2017 Annual Meeting of Shareholders.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2017 ANNUAL MEETING OF SHAREHOLDERS OF THE COMPANY TO BE HELD ON APRIL 26, 2017:
The proxy materials relating to the 2017 Annual Meeting, including the form of proxy card, the 2016 Annual Report and the Form 10-K are available on the Internet. Please go to www.proxyvote.com to view and obtain the proxy materials online.shares.
| By Order of the Board of Directors, | ||
Scott C. Selbach | ||
| Vice President, Secretary and General Counsel |
Scottsdale, Arizona
March 8, 201724, 2020
| | | | | | |
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on May 6, 2020: | |||||
The Notice of 2020 Annual Meeting of Stockholders, Proxy Statement and 2019 Annual Report to Stockholders are available atwww.proxyvote.com. | |||||
| | | | | | |
i
This Proxy Statement is being furnished in connection with the solicitation by the Board of Directors (the "Board of Directors" or the "Board") of Carlisle Companies Incorporated (the "Company") of proxies to be voted at the 20172020 Annual Meeting of Shareholders toStockholders (the "Annual Meeting"). The Annual Meeting will be held at 8:00 a.m., Mountain Time, on Wednesday, May 6, 2020 at the Company's offices of Carlisle Construction Materials located at 1285 Ritner Highway, Carlisle, Pennsylvania 17013, on Wednesday, April 26, 2017, at 8:00 am Eastern Time.16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254.
DUE TO THE CURRENT CORONAVIRUS (COVID-19) PANDEMIC, THE COMPANY MAY DECIDE UPON NOTICE TO CHANGE THE DATE, TIME OR LOCATION OF THE ANNUAL MEETING.
In accordance with rules and regulations adopted by the Securities and Exchange Commission rules and regulations (the "SEC rules"), instead of mailing a printed copy of the proxy materials to each shareholderstockholder of record, the Company is furnishing proxy materials to its shareholdersstockholders via the Internet. You will not receive a printed copy of the proxy materials unless you request a copy. Instead, the Notice of Internet Availability of Proxy Materials instructs you how to access and review the proxy materials over the Internet. If you would like to receive a printed copy of the proxy materials, you should follow the instructions for requesting those materialsa copy included in the Notice.notice.
The Notice of Internet Availability of Proxy Materials, is first being sent to shareholders on or about March 8, 2017. Thisa printed copy of the proxy materials (including the Proxy Statement and the form of proxy card relatingproxy), as applicable, was sent to the 2017 Annual Meeting are also first being made available to shareholders on or aboutstockholders beginning March 8, 2017.24, 2020.
The Proxyproxy is solicited by the Board of Directors of the Company. The cost of proxy solicitation will be borne by the Company. In addition to the solicitation of proxies by use ofmail and the Internet, officers and regular employees of the Company may devote part of their time to solicitation by correspondence sent via e-mail, facsimile or regular mail and telephone or personal calls. Arrangements may also be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation materialmaterials to beneficial owners and for the reimbursement of their out-of-pocket and clerical expenses incurred in connection therewith. Proxies may be revoked at any time prior to voting.the taking of the vote at the Annual Meeting. See "Voting by Proxy and Confirmation of Beneficial Ownership" beginning on page 44.50.
The mailing address of the Company's principal executive offices of the Company is Carlisle Companies Incorporated, 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254.Upon written request mailed to the attention of the Secretary of the Company, at the Company's principal executive offices, the Company will provide without charge a copy of its 2016 Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission.Commission (the "SEC").
Voting ProceduresShares Entitled to Vote; Quorum
The record date for the Annual Meeting is March 11, 2020. Only holders of record of the Company's common stock ("Shares" or "Common Shares") as of the close of business on that date will be entitled to vote at the Annual Meeting. As of the record date, 55,690,398 Shares were outstanding. The presence, in person or by proxy, of the ownersholders of a majority of the votes entitled to be cast is necessary forto constitute a quorum for the transaction of business at the Annual Meeting. Abstentions
Voting Rights and shares owned through a brokerProcedures
The Company's Restated Certificate of Incorporation provides that are voted on any matter are included in determiningeach person who received Shares pursuant to the numberAgreement of votes present or represented at the meeting. Shares owned through a broker that are not voted on any matter at the meeting are not included in determining whether a quorum is present.
Under New York Stock Exchange rules, the proposal to ratify the appointment of the independent registered public accounting firm is considered a "discretionary" proposal. This means that brokerage firms may vote in their discretion on the proposal on behalf of clients who have not furnished express voting instructions. The proposal to elect the three directors nominatedMerger, dated March 7, 1986, which was approved by the Board and the advisory vote to approve the Company's executive compensation are "non-discretionary" proposals, which means that brokerage firms may not use their discretion to vote on any of these matters unless they receive express voting instructions from their clients as described below.
stockholders of Carlisle Corporation and became effective on May 30, 1986, is entitled to five votes per Share. Persons acquiring Shares after May 30, 1986 (the effective date of the merger) are entitled to one vote per Share until the Shares have been beneficially owned (as defined in the Restated Certificate of Incorporation) for a continuous period of four years. Following continuous ownership for a period of four years, the Shares are entitled to five votes per Share. The actual voting power of each holder of Shares will be based on stockholder records at the time of the Annual Meeting. See "Voting by Proxy and Confirmation of Beneficial Ownership" beginning on page 50. In addition, holders of Shares issued from the treasury, other than in connection with the exercise of stock options, before the close of business on March 11, 2020 (the record date for determining stockholders entitled to vote at the Annual Meeting) are entitled to five votes per Share unless the Board of Directors determined otherwise at the time of authorizing such issuance.
Voting Methods
If your sharesShares are registered directly in your name with the Company's transfer agent, Computershare Investor Services, LLC, you are considered the registered holder of those shares.Shares. As the registered shareholder,stockholder, you can ensure your sharesShares are voted at the 2017 Annual Meeting by submitting your instructionsinstructions: (i) overvia the Internet (ii) by mail (onlylogging on towww.proxyvote.com and following the instructions, using the Control Number shown on the Notice of Internet Availability of Proxy Materials (or proxy card if you received or request a proxy card) by completing, signing, dating and returning the proxy card in the envelope provided, (iii)one), for voting; (ii) by telephone (only if you received or request a proxy card) by calling the phone number on the proxy card; (iii) by mail (only if you received or request a proxy card) by completing, signing, dating and promptly returning the proxy card in the postage-paid envelope provided; or (iv) by attending the 2017 Annual Meeting and voting your sharesShares in person at the meeting. TelephoneInternet and Internettelephone voting for registered shareholdersstockholders will be available 24 hours a day, up until 11:59 pm Easternp.m., Mountain Time, on April 25, 2017.May 5, 2020. You may obtain directions to the 2017 Annual Meeting in order to vote in person by calling the Company's principal executive offices at (480) 781-5000 or by visiting the Company's website atat: www.carlisle.com/2017proxymaterials.investors/events-and-presentations.
Most Company shareholdersof the Company's stockholders hold their sharesShares through a bank, broker bank, trustee or anotherother nominee, rather than directly in their name. In that case, you are considered the beneficial owner of sharesShares held in street name, and the proxy materials are being forwarded to you by your broker, bank, trustee or nominee, together with a voting instruction card.name. As the beneficial owner, you are entitled to direct the voting of your sharesShares by your intermediary. Brokers, banks and other nominees typically offer telephonic or electronic means by which the beneficial owners of sharesShares held by them can submit voting instructions, in addition to the traditional mailed voting instruction cards.forms. If you own your Shares indirectly through a bank, broker or other nominee, please follow the instructions you receive from the stockholder of record to vote your Shares. As the beneficial owner, if you wish to vote at the Annual Meeting, you will need to bring to the meeting a legal proxy from your bank, broker or other nominee authorizing you to vote those Shares.
If you participate in the Carlisle, CorporationLLC Employee Incentive Savings Plan (the "401(k) Plan") and own Company sharesShares through your 401(k) Plan account, Wells Fargo Bank, N.A. ("Wells Fargo"), the trustee of the 401(k) Plan, will vote your 401(k) Plan sharesShares in accordance with the instructions you provide by voting online,via the Internet, by telephone or on the voting instruction card.form. If Wells Fargo does not receive voting instructions from you by 11:59 pm Easternp.m., Mountain Time, on April 25, 2017,May 5, 2020, Wells Fargo will vote your 401(k) Plan sharesShares as directed by the Carlisle Pension and Insurance Committee, (thethe 401(k) Plan administrator)administrator, in its discretion.
Votes Required for ApprovalVoting Requirement to Approve Each of the Proposals
The following aresets forth the voting requirements forrequirement to approve each proposal:of the proposals:
Proposal One,1, Election of Directors. ForDirectors shall be elected by the electionaffirmative vote of directors, each director must receive a majority of the votes cast with respect to(meaning that director. For this purpose, a "majority of the votes cast" means the number of votes cast "for" a nominee exceedsmust exceed the number of votes cast "against" the nominee.such nominee). If anany incumbent director does not receivewho is a majoritynominee for reelection receives a greater number of votes "against" his or her election than votes "for" such election in an uncontested election of directors, the votes cast,Company's Amended and Restated Bylaws provide that the director must promptly tender his or her offer of resignation to the Board for consideration. See "Proposal 1: Election of Directors" for a more detailed description of the Company's director resignation policy.
Proposal Two, Advisory Vote to Approve the Company's Executive Compensation. This is an advisory vote the result of which is non-binding. However, the Board will consider the outcome2, Ratification of the vote when making future executive compensation decisions.
Proposal Three, Advisory Vote on the Frequency of Holding an Advisory Vote to Approve the Company's Executive Compensation. This is an advisory vote the result of which is non-binding. However, the Board will consider the outcome of the vote when making its decision on the frequency of future advisory votes on executive compensation.
Proposal Four, Ratification of Appointment of Independent Registered Public Accounting Firm. Approval of the ratificationRatification of the appointment of ErnstDeloitte & YoungTouche LLP to serve as the Company's independent registered public accounting firm of the Company for fiscal year 20172020 requires the affirmative vote of a majority of the total votes of all sharesShares present in person or represented by proxy and entitled to vote on the proposal at the annual meeting.Annual Meeting (meaning that of the total votes of all Shares represented at the Annual Meeting and entitled to vote, a majority of them must be voted "for" the proposal for it to be approved).
Other Business.Proposal 3, Advisory Vote to Approve Named Executive Officer Compensation. For any other matters,Advisory approval of the Company's named executive officer compensation in 2019 requires the affirmative vote of a majority of the total votes of all sharesShares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting (meaning that of the total votes of all Shares represented at the Annual Meeting and entitled to vote, a majority of them must be voted "for" the proposal for it to be approved).
Other Items. Approval of any other matters requires the affirmative vote of a majority of the total votes of all Shares present in person or represented by proxy and entitled to vote on the item at the annual meeting willAnnual Meeting (meaning that of the total votes of all Shares represented at the Annual Meeting and entitled to vote, a majority of them must be requiredvoted "for" the item for approval.it to be approved).
Effect of Abstentions and Broker Non-Votes
WithAbstentions and broker non-votes are counted as present or represented for purposes of determining the presence or absence of a quorum for the Annual Meeting. A broker non-vote occurs when a nominee holding Shares in street name for a beneficial owner votes on one proposal but does not vote on another proposal because, with respect to such other proposal, the nominee does not have discretionary voting power and has not received voting instructions from the beneficial owner.
Under the New York Stock Exchange rules (the "NYSE rules"), Proposal One,2, the ratification of the appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for 2020, is considered a "routine" matter, which means that brokerage firms may vote in their discretion on this proposal on behalf of clients who have not furnished voting instructions. However, Proposals 1 and 3, the election of directors broker non-votes (if any) and abstentions will have no effect on the outcome of the election.
With respect to Proposals Two, Three and Four, the advisory vote to approve the Company's named executive officer compensation in 2019, respectively, are "non-routine" matters under the advisoryNYSE rules, which means that brokerage firms that have not received voting instructions from their clients on these matters may not vote on these proposals.
With respect to Proposal 1, the frequencyelection of holding an advisorydirectors, you may vote "for" or "against" each of the nominees for the Board, or you may "abstain" from voting for one or more nominees. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will therefore have no effect on the election of director nominees.
With respect to approve the Company's executive CompanyProposals 2 and 3, the ratification of the appointment of Deloitte & Touche LLP to serve as the Independent Registered Public Accounting Firm, anCompany's independent registered public accounting firm for 2020 and the advisory vote
to approve the Company's named executive officer compensation in 2019, respectively, you may vote "for" or "against" these proposals, or you may "abstain" from voting on these proposals. An abstention will be counted as a vote present or represented and entitled to vote on thethese proposals and will therefore have the same effect as a vote against the"against" these proposals, and a broker non-vote will not be considered entitled to vote on these proposals and will therefore have no effect on their outcome.
At As discussed above, because Proposal 2, the close of business on March 1, 2017, the Company had 64,585,793 shares of common stock ("Shares" or "Common Shares") outstanding, all of which are entitled to vote. The Company's Restated Certificate of Incorporation provides that each person who received Shares pursuant to the Agreement of Merger, dated March 7, 1986, which was approved by the shareholders of Carlisle Corporation and became effective on May 30, 1986, is entitled to five votes per Share. Persons acquiring Shares after May 30, 1986 (the effective dateratification of the Merger) are entitledappointment of Deloitte & Touche LLP to one vote per Share untilserve as the Shares have been beneficially owned (as defined in the Restated CertificateCompany's independent registered public accounting firm for 2020, is considered a "routine" matter, we do not expect any broker non-votes with respect to this proposal.
A. Certain Beneficial Owners.Owners
The following table below provides certain information about the beneficial ownership of Common Shares as of December 31, 2016 with respect to any2019 by each person who is known toby the Company to have been the beneficial owner ofbeneficially own more than five percent (5%)5% of the outstanding Common Shares the Company's only classas of voting securities.such date. As defined in Securities and Exchange Commission Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), "beneficial ownership" means essentially that a person has or shares voting or investment decision power over shares. It does not necessarily mean that the person enjoyedenjoys any economic benefit from those shares. The information includedownership percentages in the table is from
Schedules 13G filed with the Securities and Exchange Commission by (i) BlackRock Inc., (ii) The Vanguard Group, Inc. and (iii) JPMorgan Chase & Co.
Name and Address of Beneficial Owner | Number of Shares(1) | Percentage(2) | |||||
|---|---|---|---|---|---|---|---|
BlackRock Inc. | |||||||
55 East 52nd Street | |||||||
New York, NY 10055 | 5,774,128 | 9.0 | % | ||||
The Vanguard Group, Inc. | |||||||
100 Vanguard Boulevard | |||||||
Malvern, Pennsylvania 19355 | 5,518,613 | 8.6 | % | ||||
JPMorgan Chase & Co. | |||||||
270 Park Avenue | |||||||
New York, New York 10017 | 5,431,276 | 8.4 | % | ||||
| | | | | | | | | | | | | |
| Name and Address of Beneficial Owner | Number of Shares and Nature of Beneficial Ownership | Ownership Percentage | |||||||||
| | | | | | | | | | | | | |
| The Vanguard Group, Inc. | |||||||||||
| 100 Vanguard Boulevard | |||||||||||
| Malvern, Pennsylvania 19355 | 5,830,128(1) | 10.4% | |||||||||
| | | | | | | | | | | | | |
| BlackRock, Inc. | |||||||||||
| 55 East 52nd Street | |||||||||||
| New York, New York 10055 | 5,293,136(2) | 9.5% | |||||||||
| | | | | | | | | | | | | |
| Janus Henderson Group plc | |||||||||||
| 201 Bishopsgate EC2M 3AE | |||||||||||
| United Kingdom | 3,291,924(3) | 5.9% | |||||||||
| | | | | | | | | | | | | |
B. Nominees, Directors and Officers.Management
The following table provides information as of February 28, 2017, as reported to the Company by the persons and members of the group listed, as tobelow shows the number and the percentage of Common Shares beneficially owned by: (i)as of February 28, 2020 by each director, director nominee and named executive officer named in the Summary Compensation Table on page 31; and (ii)by all directors and current executive officers of the Company as a group. As of February 28, 2020, a total of 55,815,727 Common Shares were outstanding.
Name of Director/Executive | Shares Owned | Shares Subject to Options | Share Equivalent Units(a) | Total Beneficial Ownership | Percent of Class | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Robin J. Adams | 5,959 | — | 14,552 | 20,511 | * | % | ||||||||||
Robert G. Bohn | 7,655 | — | 18,532 | 26,187 | * | % | ||||||||||
Jonathan R. Collins | — | — | 2,102 | 2,102 | * | % | ||||||||||
James. D. Frias | 350 | — | 4,549 | 4,899 | * | % | ||||||||||
Terry D. Growcock | 3,027 | — | 19,038 | 22,065 | * | % | ||||||||||
D. Christian Koch | 106,581 | (b)(c)(d) | 82,989 | 640 | 190,210 | * | % | |||||||||
Gregg A. Ostrander | 4,250 | — | 26,059 | 30,309 | * | % | ||||||||||
Corrine D. Ricard | — | — | 3,169 | 3,169 | * | % | ||||||||||
David A. Roberts | 209,853 | (b)(c)(d) | 36,533 | 57,769 | 304,155 | * | % | |||||||||
Lawrence A. Sala | 18,248 | — | 27,821 | 46,069 | * | % | ||||||||||
Magalen C. Webert | 80,587 | (e) | — | 31,935 | 112,522 | * | % | |||||||||
John W. Altmeyer | 98,291 | (b)(c)(d) | 55,449 | 93,297 | 247,037 | * | % | |||||||||
John E. Berlin | 42,402 | (b)(c)(d) | 26,856 | 1,000 | 70,258 | * | % | |||||||||
Steven J. Ford | 58,123 | (b)(c)(d) | 67,478 | 58,609 | 184,210 | * | % | |||||||||
Scott C. Selbach | 31,760 | (b)(c)(d) | 15,673 | 21,392 | 68,825 | * | % | |||||||||
17 directors and executive officers as a group | 1,376,537 | 2.12 | % | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | Shares Owned | Shares Subject to Options | Share Equivalent Units(1) | Total Beneficial Ownership | Ownership Percentage | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Robin J. Adams | 5,959 | 0 | 18,459 | 24,418 | * | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Robert G. Bohn | 7,972 | 0 | 22,604 | 30,576 | * | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Jonathan R. Collins | 0 | 0 | 5,490 | 5,490 | * | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| James D. Frias | 663 | 0 | 8,040 | 8,703 | * | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Maia A. Hansen | 0 | 0 | 310 | 310 | * | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| D. Christian Koch | 151,901(2)(3)(4) | 160,055 | 388 | 312,344 | * | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Gregg A. Ostrander | 4,469 | 0 | 32,598 | 37,067 | * | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Corrine D. Ricard | 600 | 0 | 6,601 | 7,201 | * | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| David A. Roberts | 202,453 | 0 | 7,830 | 210,283 | * | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Lawrence A. Sala | 18,248 | 0 | 32,281 | 50,529 | * | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Jesse G. Singh | 0 | 0 | 5,239 | 5,239 | * | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| John E. Berlin | 29,191(2)(3)(4) | 14,786 | 1,000 | 44,977 | * | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Robert M. Roche | 13,348(3)(4) | 25,405 | 9,178 | 47,931 | * | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Scott C. Selbach | 38,744(2)(3)(4) | 12,155 | 21,392 | 72,291 | * | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Nicholas J. Shears | 8,912(3)(4) | 10,870 | 5,801 | 25,583 | * | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Directors and executive officers as a group (22 persons) | 1,027,256 | 1.8% | |||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
the executive officers represent Shares earned under the Company's equity incentive planCarlisle Companies Incorporated Incentive Compensation Program (the "Incentive Compensation Program") the officers elected to defer under the Company's supplemental savings plan.
PROPOSAL ONE:1:
ELECTION OF DIRECTORS
The number of directors is currently fixed at 11. The Company's Restated Certificate of Incorporation provides for a classified Board of Directors under which the Board is divided into three (3) classes of directors, with each class as nearly equal in number as possible. Three directors are to be elected at the 2017 Annual Meeting. Each directorIf elected, each nominee will be elected to serve for a three-year term untilexpiring at the 20202023 Annual Meeting of Stockholders or until his successor is duly elected and untilqualified. All of the nominees are currently serving as directors and have agreed to be named in this Proxy Statement and to serve if elected.
Although the Company knows of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for election, the proxy holders intend to vote your Shares for any substitute nominee proposed by the Board.
Under the Company's Statement of Corporate Governance Guidelines and Principles, a director is required to submit his or her successorresignation at the annual meeting of stockholders following the earlier of the date when he or she reaches age 72 or has completed 18 consecutive years of service on the Board. Mr. Roberts has attained age 72 and is elected and qualified.expected to submit his resignation from the Board at the Annual Meeting.
The Company's bylawsAmended and Restated Bylaws provide for a majority votingvote standard in uncontested director elections. Under the bylaws,elections, which means each director nominee must receive a majority of the votes cast with respect to that directornominee at the 2017 Annual Meeting. For this purpose, a "majority of the votes cast" means that the number of votes cast "for" a nominee exceedsmust exceed the number of votes cast "against" thesuch nominee. IfIn an uncontested election, if any incumbent director who is nominated for reelection does not receive a majority of the votes cast, the director must promptly tender his or her offer of resignation to the Board for consideration. In such event, the Board may decrease the number of directors on the Board, fill any vacancy, refuse to accept such offer of resignation or take other appropriate action. The bylawsCompany's Amended and Restated Bylaws provide that directors will continue to be elected by a plurality of the votes cast in contested elections when the number of nominees exceeds the number of directors to be elected.
Only votes cast "for" and "against" a nominee will be counted, except that the accompanying Proxy will be voted "for" the three nomineeselections. The resignation policy set forth in the absence of instructionsCompany's Amended and Restated Bylaws does not apply to the contrary. Abstentions and Shares held of record by a broker or its nominee for which the brokerage firm has not received express voting instructions from the beneficial owner will have no effect on the outcome of the election.contested elections.
For voting purposes, proxies requiring confirmation of the date of beneficial ownership received by the Board of Directors with such confirmation not completed so as to show which Shares beneficially owned by the shareholderstockholder are entitled to five votes will be voted with one vote for each Share. See "Voting by Proxy and Confirmation of Beneficial Ownership" beginning on page 44. In50.
The Board of Directors recommends that you vote "FOR" the event any nominee is unable to serve (an event management does not anticipate),election of each of the Proxythree nominees listed below. Unless otherwise specified, proxies will be voted for a substitute nominee selected by"FOR" the Boardelection of Directors or the number of directors will be reduced.
Under the Company's corporate governance guidelines, each director is required to submit his or her resignation at the annual meeting following the earlier of the date when he or she reaches age 72 or has completed 18 years of service on the Board. Terry D. Growcock will attain age 72 in 2018 and is not expected to serve the full three-year term for which he is nominated for election at the 2017 Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE FOLLOWING NOMINEES.three nominees listed below.
A. Business Experience of Directors
Director Nominees for Election
The following table below sets forth certain information relating to each director nominee, as furnished to the Company by the nominee. Except as otherwise indicated, each nominee has had the same principal occupation or employment during the past five years. All of the nominees are currently serving as directors and have agreed to serve if elected.
Name | Age | Period of Service as a Director and Expiration of Term | ||||
|---|---|---|---|---|---|---|
| Robert G. Bohn | Chairman (from January 2000 to February 2011) and President and Chief Executive Officer (from November 1997 to December 2010) of Oshkosh Truck Corporation, a global manufacturer of specialty vehicles and bodies for access equipment, defense, fire and emergency and commercial uses. Director of | April 2008 to date. Term expires | ||||
Gregg A. Ostrander | Executive Chairman (from January 2008 to June 2010), Chairman, President and Chief Executive Officer (from April 2001 to January 2008) and President and Chief Executive Officer (from January 1994 to April 2001) of Michael Foods, Inc., a | August 2008 to date. Term expires | ||||
Jesse G. Singh | 54 | Chief Executive Officer (since June 2016) of The AZEK Company, a leading manufacturer of building products. Previously, Mr. Singh served in a number of capacities with 3M Corporation, a global diversified technology company, including Senior Vice President of Supply Chain Transformation (from March 2016 to May 2016), President of 3M Health Information Systems Division (from September 2015 to February 2016), Senior Vice President of Marketing and Sales (from January 2014 to August 2015), Vice President and General Manager—Stationary and Office Supplies Division (from March 2012 to December 2013) and President of 3M Sumitomo (from November 2007 to February 2012). Prior to 3M, Mr. Singh spent several years in general management, marketing and account management positions for General Electric Company and Arthur Andersen. | December 2017 to date. Term expires 2020. |
Continuing Directors with Unexpired Terms
The following table below sets forth certain information relating to each continuing director, whose term has not expired, as furnished to the Company by the director. Except as otherwise indicated, each director has had the same principal occupation or employment during the past five years.
Name | Age | and Other Directorships | Period of Service as a Director and Expiration of | |||
|---|---|---|---|---|---|---|
| Robin J. Adams | October 2009 to date. Term expires | |||||
Jonathan R. Collins | Vice President, eCommerce Global Components (since March 2020) of Arrow Electronics Inc., a global provider of electronic components and comprehensive computing solutions. Prior to Arrow, Mr. Collins served as General Manager and Head of eCommerce | September 2016 to date. Term expires | ||||
James D. Frias | 63 | Chief Financial Officer, Treasurer and Executive Vice President (since January 2010) and Corporate Controller (from June 2001 through December 2009) of Nucor Corporation, a manufacturer of steel and steel products for North America and international markets. | February 2015 to date. Term expires 2021. |
Name | Age | and Other Directorships | Period of Service as a Director and Expiration of | |||
|---|---|---|---|---|---|---|
| February | ||||||
D. Christian Koch | President and Chief Executive Officer | January 2016 to date. Term expires | ||||
Corrine D. Ricard | Senior Vice President, | February 2016 to date. Term expires | ||||
September 2002 to date. Term expires | ||||||
B. Specific Experience and Skills of Directors
The Board of Directors has identified nine specific areas of experience or attributes that qualify a person to serve as a member of the Board in light of the Company's businesses and corporate structure. The following table below shows the experience or attributes held by each director nominee and continuing member of the Board of Directors. The narrative discussion that follows the table describes
the specific experience, qualifications, attributes and skills of each director nominee and continuing member of the Board of Directors.
| | Notable Multi- Industry Experience | Significant Experience in Company Specific Industries* | Experience as Chair/ CEO of Multi- National Business | Experience as CFO of Multi- National Business | Meets Definition of "Audit Committee Financial Expert" | Experience with International Business Issues | Mergers & Acquisitions Expertise | Experience | Corporate Governance Experience | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mr. Adams | ü | ü | ü | ü | ü | ü | ||||||||||||||||||
| Mr. Bohn | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||
| Mr. Collins | ü | ü | ü | ü | ü | |||||||||||||||||||
| Mr. Frias | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||
| ü | ü | ü | ||||||||||||||||||||||
| Mr. Koch | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||
| Mr. Ostrander | ü | ü | ü | ü | ü | ü | ||||||||||||||||||
| Ms. Ricard | ü | |||||||||||||||||||||||
| ü | ü | ü | ü | |||||||||||||||||||||
| Mr. Sala | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||
| ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||
Mr. Adams has twenty-seven28 years of experience with multi-national manufacturing companies with multiple business segment operating structures. As the principal financial officer of publicly traded companies for nineteen19 years prior to his retirement in April 2013, Mr. Adams gained significant experience with large merger and acquisition transactions. In addition, Mr. Adams servedhas more than 14 years of experience as a member
director of the boarda number of directors of BorgWarner, Inc. for eight yearsother public companies and, as a result, is thoroughly familiar with the duties and responsibilities of the audit and compensation committees of public company boards of directors.
Mr. Bohn served as Chairman, President and Chief Executive Officer of Oshkosh Truck Corporation, a global manufacturer engaged in several businesses that are similar to the businesses conducted by the Company. In these positions, Mr. Bohn gained significant experience with merger and acquisition transactions, the evaluation of manufacturing opportunities in several countries, and board governance and performance.
Mr. Collins currently serves as Vice President, eCommerce Global Components of Arrow Electronics Inc., a global provider of electronic components and comprehensive computing solutions. Previously, Mr. Collins was General Manager and Head of eCommerce forof The Goodyear Tire & Rubber Company, one of the world's leading manufacturers of tires. Mr. Collins also served as Vice President and Head of eCommerce of Mylan N.V., a leading global pharmaceutical company offering products to customers in approximately 165 countries. Mr. Collins has more than 1114 years of experience in digital marketing and eCommerce with a range of international industrial companies. This experience provides significant value to the Board as the Company as it continues to pursuegrows its online growth strategies.global eCommerce channels.
Mr. Frias has served as the principal financial officer for seven10 years and has a total of more than twenty-five28 years of experience in treasury, finance and accounting positions with Nucor Corporation, one of the largest and most diversified steel and steel products companies in the world. In these positions, Mr. Frias has gained substantial experience with mergers and acquisitions, joint venture transactions, the development of new facilities and the commercialization of new technology.
Mr. Growcock hasMs. Hansen currently serves as Senior Vice President, Operations & Supply Chain of Athersys, Inc., a clinical-stage biotechnology company. Ms. Hansen also served for more than fourteensix years as Senior Partner of McKinsey & Company, a global management consulting firm serving leading businesses, governments and non-governmental and not-for-profit organizations. Ms. Hansen has gained significant experience as a member of public company boards of directorsworking with industrial companies on product development, digital manufacturing, sourcing strategy and developed significant expertise during his career with mergerexecution to improve profitability and acquisition transactions, global procurement, lean manufacturing, international sales and marketing, global human resources, distribution and safety. Mr. Growcock is a member of the National Association of Corporate Directors and has participated in several board service training sessions conducted by that organization. Mr. Growcock is thoroughly familiar with global trade and served as a member of the Advisory Committeeadapt to the United States Trade Representative for Trade Policy and Negotiations from 2005 to 2010.tariffs.
Mr. Koch brings to the Board experience in a number of critical areas, including operations, senior leadership, global sales, and mergers and acquisitions. With over nine12 years of experience with the Company, Mr. Koch provides the Boardis thoroughly familiar with a vital understanding and appreciationall of the Company's business.businesses and can provide insight on those businesses to the Board.
Mr. Ostrander haspreviously served as the president, chief executive officerChairman, President and chairmanChief Executive Officer of Michael Foods, Inc., a major food service and retail food company that producedproduces products for food service distributors, chain restaurants and chain restaurants. As the result of his service in those positions,retail grocery and club stores. Mr. Ostrander became thoroughly familiar with the food service industry, a significant business for the Company. He also has significant experience negotiating corporate merger and acquisition transactions and has served on the boards of directors of multiple public companies and their audit, compensation and compensationgovernance committees.
Ms. Ricard leads the commercial team atis Senior Vice President of The Mosaic Company and President of Mosaic Fertilizantes, a leading global producer and marketer of concentrated phosphate and potash. Previously, sheMs. Ricard led the commercial and supply chain organizations at The Mosaic Company. Ms. Ricard also previously served as the senior vice president of human resources and global information technologySenior Vice President—Human Resources for Mosaic, and, prior to that role, she held various leadership positions since Mosaic's formation, including vice president of international distribution, vice president of business developmentVice President—International Sales and vice president of supply chain.Distribution, Vice President—Business Development and Vice President—Supply Chain. In these positions, she gained substantial experience with executive management, mergers and acquisitions, joint venture transactions, international commerce and supply chain management. Prior to Mosaic's formation, Ms. Ricard worked for Cargill, Inc. in various roles, including risk management, supply chain, product management and commodity trading.international sales.
Mr. Roberts formerlySala previously served as the chief executive officer of Graco Inc., a company engaged in a global, multi-industry manufacturing business. Mr. Roberts' experience with Graco was a primary factor leading to his recruitment as thePresident, Chief Executive Officer of the Company and appointment as a member of the Board of Directors. As the current Chairman of the Board and former Chief Executive Officer of the Company, Mr. Roberts is familiar with all of the Company's businesses and can provide insight on those businesses to the Board.
Mr. Sala is the President and Chief Executive Officer of Anaren, Inc., a leading providermanufacturer of microelectronics and microwave components and assemblies for the wireless and space and defense electronic markets. Anaren Inc. has operations in the United States and China and generates approximately 50% of its sales outside the United States. Anaren Inc. has completed numerous acquisitions during Mr. Sala's tenure.
Mrs. Webert and members of her family have been shareholders of the Company for over fifty years. Mrs. Webert is an investor in several other public and private companies, and she has significant board experience with non-profit entities, including Spring Street International School, Friday Harbor, Washington, Kent School, Kent, Connecticut and the Island Sunrise Foundation. Mrs. Webert's diverse experience gives added perspective Mr. Sala brings to the Board substantial experience in operating a global business, developing business strategies and completing acquisitions.
Mr. Singh is Chief Executive Officer of Directors.The AZEK Company, a leading manufacturer of building products. Previously, he served in a variety of leadership roles, including international positions, at 3M Corporation, a global diversified technology company, including Senior Vice President of Supply Chain Transformation, President of 3M Health Information Systems Division, Senior Vice President of Marketing and Sales, Vice President and General Manager—Stationary and Office Supplies Division, and President of 3M Sumitomo. Prior to 3M, Mr. Singh spent several years in general management, marketing and account management positions for General Electric Company and Arthur Andersen. In these positions, Mr. Singh gained significant experience in the building products industry, international operations and managing within a diversified manufacturing environment.
C. MeetingsTable of theContents
A. The Board and Its Committeesof Directors
During 2016,The Company is governed by the Board of Directors and its various committees. The Board and its committees have general oversight responsibility for the affairs of the Company held ten (10) meetingsCompany. In exercising its fiduciary duties, the Board represents and had three (3) standing Committees: (i)acts on behalf of the Company's stockholders. The Board has adopted written corporate governance guidelines and principles, known as the Statement of Corporate Governance Guidelines and Principles. The Board also has adopted a Code of Business Conduct and Ethics, which applies to the Company's employees, officers (including the principal executive officer, principal financial officer and principal accounting officer), directors and consultants. The Code of Business Conduct and Ethics includes guidelines relating to the ethical handling of conflicts of interest, compliance with laws and other related topics.
B. Documents Available
All of the Company's corporate governance materials, including the charters for the Audit (ii)Committee, the Compensation Committee and (iii)the Corporate Governance and Nominating. All incumbentNominating Committee, as well as the Statement of Corporate Governance Guidelines and Principles and the Code of Business Conduct and Ethics, are available on the Company's website atwww.carlisle.com. These materials are also available in print without charge to any stockholder upon request by contacting the Company in writing at Carlisle Companies Incorporated, 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254, Attention: Secretary, or by telephone at (480) 781-5000. Any modifications to these corporate governance materials will be reflected, and the Company intends to post any amendments to, or waivers from, the Code of Business Conduct and Ethics (to the extent required to be disclosed pursuant to Form 8-K) on the Company's website atwww.carlisle.com. By referring to the Company's website,www.carlisle.com, or any portion thereof, the Company does not incorporate its website or its contents into this Proxy Statement.
C. Director Independence
The Board believes that a majority of its members are independent under the applicable NYSE rules and SEC rules. The NYSE rules provide that a director does not qualify as "independent" unless the board of directors attended at least 75%affirmatively determines that the director has no material relationship with the company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). The NYSE rules recommend that a board of directors consider all meetings of the Boardrelevant facts and circumstances in determining the materiality of a director's relationship with a company. In addition to the NYSE rules and the committees ofSEC rules, the Board on which they served during 2016of Directors has adopted director independence standards to assist the Board in determining whether a director has a material relationship with the exceptionCompany. Under those standards, which are included in the Company's Statement of Mrs. Webert.
The Audit Committee hasCorporate Governance Guidelines and Principles, a director will not be independent if, within the sole authority to appointpreceding three years: (i) the director was employed by the Company or received $100,000 per year in direct compensation from the Company, other than director and terminatecommittee fees and pension or other forms of deferred compensation for prior service; (ii) the engagement ofdirector was employed by or affiliated with the Company's independent registered public accounting firm. The functionsfirm; (iii) the director was part of the Audit Committee also include reviewing the arrangements for and the results of the auditors' examination of the Company's books and records, internal accounting control procedures, the activities and recommendations of the Company's internal auditors, and the Company's accounting policies, control systems and compliance activities and monitoring the funding and investment performance of the Company's defined benefit pension plan. During 2016, the Audit Committee held six (6) meetings.
The Compensation Committee administers the Company's annual and long-term, stock based incentive programs and decides upon annual salary adjustments for various employeesan interlocking directorate in which an executive officer of the Company includingserved on the Company'scompensation committee of another company that employed the director; (iv) the director was an executive officers. During 2016,officer or employee of another company that made payments to, or received payments from, the Compensation Committee held three (3) meetings.Company for property or services in an amount which, in any single year, exceeded the greater of $1 million or 2% of such other company's consolidated gross revenues; or (v) the director had an immediate family member in any of the categories in (i)—(iv).
TheIn December 2019, the Board of Directors, with the assistance of the Corporate Governance and Nominating Committee, (the "Governance Committee") develops and maintainsconducted an evaluation of director independence based on the Company's corporate governance guidelines, leadsdirector independence standards, the search for individuals qualified to becomeNYSE rules and the SEC rules. The Board considered all relationships and transactions between each director (and his or her immediate family members and affiliates) and each of the BoardCompany, its management and recommends such individuals for nomination byits independent registered public accounting firm, as well as the transactions described below under "—Related Person Transactions." As a result of this evaluation, the Board to be presenteddetermined those relationships that do exist or did exist within the last three years (except for shareholder approval atMr. Koch's current employment with the Company and Mr. Robert's prior employment with the Company) all fall well below the thresholds in the Company's annual meetings, reviewsdirector independence standards. Consequently, the Board's compensationBoard of Directors determined that each of Messrs. Adams, Bohn, Collins, Frias, Ostrander, Sala and committee structureSingh and recommendsMs. Ricard is an independent director under the Company's director independence standards, the NYSE rules and the SEC rules. The Board also conducted an evaluation of director independence on Ms. Hansen in connection with her election to the Board for its approval, directors to serve as members of each committee, discusses succession planningon February 4, 2020 and recommends a new chief executive officer if a vacancy occurs. During 2016,determined that Ms. Hansen is an independent director under the Governance Committee held two (2) meetings.
D. Committee Chair Rotation Guideline
applicable standards and rules. The Board of Directors has adopted a Committee Chair rotation guideline. Under the guideline, effective as of the date ofalso determined that each annual shareholders meeting, a Committee Chair will relinquish his or her chairmanship. The guideline will result in each Committee Chair typically serving for three years. The Board of Directors believes bringing new leadership to each of the committees every three years will enhance the effectiveness of the committees. In accordance with this guideline, Mr. Frias succeeded Mr. Adams as Chairmember of the Audit, Committee at the 2016 Annual Meeting. In addition, Mr. Bohn became Chair of theCompensation and Corporate Governance Committee and Lead Director at the 2016 Annual Meeting upon the retirement from the Nominating Committees (see membership information below under "—Board of the director who previously served in those positions. At the 2017 Annual Meeting, Mr. Growcock will succeed Mr. Ostrander as Chair of the Compensation Committee.
E. Remuneration of Directors
The Company paid an annual fee of $70,000 in 2016 to each non-employee director. The annual feeCommittees") is determined by the Board of Directors. Each non-employee director may elect to receive the annual fee in cash or in Shares (or any combination of cash and Shares). Directors do not receive meeting attendance fees.
The Company also pays an annual fee for service on the Board's committees. In 2016,independent, including that each member of the Audit Committee received an annual fee of $15,000. The annual fee paid in 2016 to each memberis "independent" as that term is defined under Rule 10A-3(b)(1)(ii) of the Compensation and Governance Committees was $7,500. TheExchange Act.
D. Board Leadership Structure
Currently, the Company has separated the roles of Chairman of the Audit Committee received an additional annual feeBoard and Chief Executive Officer. David A. Roberts, a retired executive officer of $15,000. Thethe Company, serves as the Chairman of the Compensation Committee received an additional annual feeBoard and D. Christian Koch serves as the Company's President and Chief Executive Officer. The Company previously combined the roles of $10,000. The Chairman of the Board and Chief Executive Officer and, in the future, the Board may determine that it is in the best interests of the Company and its stockholders for the same person to hold the positions of Chairman of the Board and Chief Executive Officer. Mr. Koch, as the Company's President and Chief Executive Officer, is responsible for providing the day-to-day leadership of the Company, executing the Company's strategy, shaping the Company's corporate vision and developing the operational management of the Company's businesses while Mr. Roberts, as the Chairman of the Board, facilitates the Board's independent oversight of management and oversees the Company's strategic direction, the Board's engagement with stockholders, the Board's consideration of key governance matters and communication between senior management and the Board about issues such as management development and succession planning, executive compensation and Company performance.
The Board of Directors acknowledges that independent Board leadership is important, and, accordingly, the Company's Statement of Corporate Governance Guidelines and Principles provides that when the Company's Chief Executive Officer serves as Chairman of the Board or, as is currently the case, the Chairman is otherwise not considered independent, the independent directors shall elect a Lead Independent Director. The director then serving as Chair of the Corporate Governance and Nominating Committee who also servedserves as the Lead Independent Director. The Lead Independent Director's duties closely parallel the role of an independent Chairman of the Board of Directors, to ensure an appropriate level of independent oversight for Board decisions. Mr. Bohn, as the Lead Independent Director, received an additional annual feehas the following responsibilities: (i) chairs all meetings of $30,000.
the Board of Directors at which the Chairman is not present and all executive sessions of the Board of Directors; (ii) liaises between the Chief Executive Officer and the independent directors; (iii) consults with the Chairman concerning (a) information to be sent to the Board of Directors, (b) meeting agendas and (c) meeting schedules to ensure appropriate time is provided for all agenda items; (iv) calls meetings of independent directors as required; and (v) is available when appropriate for consultation, including stockholder communications. In addition, to the annual retainer and committee fees, each non-employee director is eligible to participate inLead Independent Director presides over an executive session of the Company's Incentive Compensation Program. The Incentive Compensation Program provides for the grant of stock options, stock appreciation rights, restricted shares or units or other stock-based awards to non-employee directors. The Board administers the Incentive Compensation Program with respect to awards to non-employeeindependent directors and has the discretionary authority to make all award decisions under the Program. At theat every regularly scheduled meeting of the Board of Directors held on February 3, 2016, the BoardDirectors.
In December 2016, the Governance Committee reviewed the compensation payable to non-employee directors and a market analysis reported by Willis Towers Watson, an independent compensation consulting firm. After considering the report, the Governance Committee recommended, and the Board approved, the following changes with respect to non-employee director compensation, all effective January 1, 2017: (i) a $10,000 increase in the annual fee from $70,000 to $80,000, (ii) a $10,000 increase in the annual equity portion of each director's pay to $130,000 from the current $120,000 level, (iii) a $1,000 increase in the annual fee paid to each member of the Compensation and Governance Committees to $8,500 from $7,500 and (iv) a $1,250 increaase in the annual fee for the Chair of the Compensation Committee from $10,000 to $12,500. In connection with Mr. Roberts' service as non-executive Chairman of the Board, he will be entitled to receive an annual fee of $225,000 and will receive an annual award of restricted stock units having a grant date value of $225,000 to be paid in Shares of the Company's common stock upon his retirement from the Board.
The Company also maintains the Deferred Compensation Plan for Non-Employee Directors. Under the Deferred Compensation Plan, each non-employee director of the Company is entitled to defer up to 100% of the cash fees otherwise payable to him or her. Each participant can direct the "deemed investment" of his or her deferral account among the different investment funds offered by the Company from time to time. The investment options include (i) a fixed rate fund and (ii) Share equivalent units. All amounts credited to a participant's account under the Deferred Compensation Plan are 100% vested and generally will be paid or commence to be paid after the participant terminates service as a director. At the participant's election, payments can be made in a lump sum or in quarterly installments. Payments under the Deferred Compensation Plan are made in cash from the Company's general assets.
The Board of Directors has adopted stock ownership guidelines for non-employee directors. The guidelines require each non-employee director to own Shares, restricted stock units and Share equivalent units underbelieves that the Deferred Compensation Plan havingexistence of a market value equal to $420,000 within
five years of his or her becoming a director. The ownership level equals six timesLead Independent Director, the current $70,000 annual fee payable to directors. The ownership level will increase to $480,000 in 2017 (six times the $80,000 annual fee payable to directors effective January 1, 2017). Once the required market value ownership level is achieved, no further purchases are required in the event the valuescope of the Shares held by a director fall belowLead Independent Director's responsibilities and the ownership level due solely to a decrease in the market valueregularly scheduled executive sessions of the Shares. As of December 31, 2016,independent directors all of the directors, other than Mr. Frias who was appointed a director in February 2015, Ms. Ricard who was appointed a director in February 2016support strong corporate governance principles and Mr. Collins who was appointed a director in Sepember 2016, owned the number of Shares, restricted stock units and Share equivalent units required by the ownership guidelines. The ownership guidelines prohibit any director from using Shares as collateral for any purpose or engaging in short sales or hedging transactions involving Shares.
The Company does not make payments (or have any outstanding commitments to make payments) to director legacy programs or similar charitable award programs.
The following table summarizes the compensation paid to each non-employee director for his or her service toallow the Board andto effectively fulfill its committees during 2016.fiduciary responsibilities to stockholders.
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Total ($) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Robin J. Adams | $ | 100,000 | $ | 120,000 | $ | 0 | $ | 220,000 | |||||
Robert G. Bohn | $ | 100,000 | $ | 120,000 | $ | 0 | $ | 220,000 | |||||
Jonathan R. Collins | $ | 38,750 | $ | 90,000 | $ | 0 | $ | 128,750 | |||||
James D. Frias | $ | 92,500 | $ | 120,000 | $ | 0 | $ | 212,500 | |||||
Terry D. Growcock | $ | 85,000 | $ | 120,000 | $ | 0 | $ | 205,000 | |||||
Gregg A. Ostrander | $ | 102,500 | $ | 120,000 | $ | 0 | $ | 222,500 | |||||
Corrine D. Ricard | $ | 72,500 | $ | 170,000 | $ | 0 | $ | 242,500 | |||||
Lawrence A. Sala | $ | 92,500 | $ | 120,000 | $ | 0 | $ | 212,500 | |||||
Magalen C. Webert | $ | 77,500 | $ | 120,000 | $ | 0 | $ | 197,500 | |||||
F. Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers and directors, and persons who beneficially own more than ten percent (10%) of the Company's equity securities, to file reports of security ownership and changes in such ownership with the Securities and Exchange Commission (the "SEC"). Executive officers, directors and greater than ten-percent beneficial owners also are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely upon a review of copies of such forms and written representations from its executive officers and directors, the Company believes that all Section 16(a) filing requirements were complied with on a timely basis during and for 2016.
G. Corporate Governance Matters
Board Leadership Structure. Currently,as previously noted, all of the Company's directors (other than Mr. Roberts, a retired executive officer of the Company, and Mr. Koch, the Company's President and Chief Executive Officer) and each member of the Audit, Compensation and Corporate Governance and Nominating Committees meet the independence requirements of the New York Stock Exchange.Exchange (the "NYSE"). Therefore, independent directors directly oversee such critical matters as the integrity of the Company's financial statements, the compensation of executive management, the selection and evaluation of directors and the development and implementation of the Company's corporate governance policies and structures. In addition, the Compensation Committee conducts an annual performance review of Mr. Koch, and, based upon this review, makes recommendations for his compensation (including base salary and annual incentive and equity compensation) for approval by the independent members of the Board.
E. Board Committees
The Board has three standing committees: (i) the Audit Committee; (ii) the Compensation Committee; and (iii) the Corporate Governance and Nominating Committee. Committee members and committee chairs are appointed by the Board of Directors. The members and chairs of these committees are identified in the following table:
| | | | | | | | | | | | | | | | | |
| Name | Audit Committee | Compensation Committee | Corporate Governance and Nominating Committee | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | |
Robin J. Adams | X | Chairman | ||||||||||||||
| | | | | | | | | | | | | | | | | |
Robert G. Bohn | X | Chairman | ||||||||||||||
| | | | | | | | | | | | | | | | | |
Jonathan R. Collins | X | X | ||||||||||||||
| | | | | | | | | | | | | | | | | |
James D. Frias | Chairman | X | ||||||||||||||
| | | | | | | | | | | | | | | | | |
Maia A. Hansen | ||||||||||||||||
| | | | | | | | | | | | | | | | | |
D. Christian Koch | ||||||||||||||||
| | | | | | | | | | | | | | | | | |
Gregg A. Ostrander | X | X | ||||||||||||||
| | | | | | | | | | | | | | | | | |
Corrine D. Ricard | X | X | ||||||||||||||
| | | | | | | | | | | | | | | | | |
David A. Roberts | ||||||||||||||||
| | | | | | | | | | | | | | | | | |
Lawrence A. Sala | X | X | ||||||||||||||
| | | | | | | | | | | | | | | | | |
Jesse G. Singh | X | X | ||||||||||||||
| | | | | | | | | | | | | | | | | |
The Board of Directors has also adopted a committee chair rotation guideline. Under the guideline, effective as of the date of each annual meeting of stockholders, a committee chair will relinquish his or her chairmanship. The guideline will result in each committee chair typically serving for three years. The Board of Directors believes that periodically bringing new leadership to each of the committees will enhance the effectiveness of the committees. At the meeting of the Board of Directors held on May 7, 2019, the Board modified the committee chair rotation guideline for 2019 to accommodate the retention of Mr. Bohn as Lead Independent Director until the Annual Meeting and the retention of Mr. Frias as Chairman of the Audit Committee for a three-year term.
Each committee of the Board of Directors functions pursuant to a written charter adopted by the Board. Set forth below is a summary of the principal functions of each committee.
Audit Committee. The Audit Committee has the sole authority to appoint and terminate the engagement of the Company's independent registered public accounting firm. The functions of the Audit Committee also include reviewing the arrangements for and the results of the independent registered public accounting firm's examination of the Company's books and records, the Company's internal accounting control procedures, the activities and recommendations of the Company's internal auditors, and the Company's accounting policies, control systems and compliance activities, and monitoring the funding and investment performance of the Company's defined benefit pension plan. During 2019, the Audit Committee held eight meetings.
Compensation Committee. The Compensation Committee administers the Company's annual and long-term, stock-based incentive programs and decides upon annual salary adjustments for various employees of the Company, including the Company's executive officers. During 2019, the Compensation Committee held three meetings.
Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee develops and maintains the Company's corporate governance guidelines and principles, leads the search for individuals qualified to become members of the Board and recommends such individuals for nomination by the Board to be presented for stockholder approval at the Company's annual meetings, reviews the Board's compensation and committee structure and recommends to the Board, for its approval, directors to serve as members of each committee, discusses succession planning and recommends a new chief executive officer if a vacancy occurs. During 2019, the Corporate Governance and Nominating Committee held two meetings.
The Board may also establish other committees from time to time as it deems necessary.
F. Director Meeting Attendance
The Board of Directors acknowledges that independentheld six meetings during 2019. Each incumbent director attended 75% or more of the aggregate number of meetings of the Board leadership is important, and for this reason,committees of the Board on which the director then serving as Chairserved during 2019. While directors are not required to attend the Company's annual meeting of stockholders, nine of the Governance Committee also servesCompany's 10 directors in office at the time attended the 2019 Annual Meeting of Stockholders.
At the conclusion of each of the regularly scheduled Board meetings, the independent directors meet in executive session without management. Mr. Bohn, as the Lead Director.Independent Director, presides over these executive sessions.
G. Director Nomination Process
As more fully described in its Charter, the Corporate Governance and Nominating Committee assists the Board by identifying and evaluating individuals qualified to be directors and by recommending to the Board such individuals for nomination as members. Pursuant to the Company's Statement of Corporate Governance Guidelines and Principles, director nominees should possess the highest personal and professional integrity, ethics and values, and be committed to representing the long-term interests of the Company's stockholders. Nominees should also have outstanding business, financial, professional, academic or managerial backgrounds and experience. Each nominee must be willing to devote sufficient time to fulfill his or her duties and should be committed to serve on the Board for an extended period of time. Prior to accepting an invitation to serve on another public company board, directors must advise the Corporate Governance and Nominating Committee, which will determine whether such service would create a conflict of interest and/or prevent the director from fulfilling his or her responsibilities to the Company.
Under the Company's Statement of Corporate Governance Guidelines and Principles, in identifying, recruiting and recommending nominees to the Board, the Corporate Governance and Nominating Committee is committed to including for consideration qualified candidates with diverse backgrounds, including diversity of gender and race, and the Corporate Governance and Nominating Committee has consistently included diversity as a desired qualification when conducting searches for director nominees. The Lead Director's duties closely parallelcomposition of the roleBoard reflects its emphasis on diversity.
The Corporate Governance and Nominating Committee may, at its discretion, hire third parties to assist in the identification and evaluation of director nominees. All director nominees, including those nominated by stockholders, are evaluated in accordance with the process described above.
H. Director Nominations by Stockholders
Stockholders may nominate directors for election at the Company's 2021 Annual Meeting of Stockholders by submitting the nominee's name in accordance with provisions of the Company's Restated Certificate of Incorporation, which require advance notice to the Company and certain other information. Written notice must be received by the Company's Secretary at Carlisle Companies Incorporated, 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254 not less than 90 days prior to the first anniversary of the date of the Annual Meeting. As a result, any director nominations submitted by a stockholder pursuant to the provisions of the Company's Restated Certificate of Incorporation must be received no later than February 5, 2021.
The notice must contain certain information about the nominee and the stockholder submitting the nomination, as set forth in the Company's Restated Certificate of Incorporation, including: (i) the name, address and qualifications of the stockholder submitting the nomination; (ii) the name, age, business address and, if known, residence address of each nominee proposed in such notice; (iii) the principal occupation or employment of each such nominee; (iv) the number of shares of capital stock of the Company of which each such nominee is the "Beneficial Owner" (as defined in the Company's Restated Certificate of Incorporation); and (v) such other information as would be required by the securities laws of the United States and the rules and regulations promulgated thereunder in respect of an independent Chairmanindividual nominated as a director of the Company and for whom proxies are solicited by the Board of Directors to ensure an appropriate level of independent oversight for Board of Director decisions. Mr. Bohn, the current Chair of the Governance Committee and Lead Director, hasCompany. The presiding officer at the following responsibilities: (i) chair all meetings2021 Annual Meeting of Stockholders may refuse to accept any such nomination that is not in proper form or submitted in compliance with the procedure set forth in the Company's Restated Certificate of Incorporation. A stockholder who is interested in nominating a director should request a copy of the Company's Restated Certificate of Incorporation by writing to the Company's Secretary at Carlisle Companies Incorporated, 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254.
I. Related Person Transactions
The Board has adopted a written policy concerning the review, approval and monitoring of Directors attransactions involving the Company and "related persons" (i.e., directors, director nominees and executive officers of the Company or their immediate family members, or stockholders owning more than 5% of the outstanding Common Shares). The policy covers any such transaction exceeding $120,000 in which the Chairmanrelated person has a direct or indirect material interest. Related person transactions must be approved by the Corporate Governance and Nominating Committee which will approve the transaction only if it determines that the transaction is not present and all executive sessionsin the best interest of the BoardCompany. In the course of Directors; (ii) liaise betweenits review and, if appropriate, approval of a related person transaction, the Chief Executive OfficerCorporate Governance and Nominating Committee considers all of the independent directors; (iii) consultrelevant facts and circumstances, including the material terms of the transaction, the risks, benefits and costs of the transaction, the availability of other comparable services or products and, if applicable, the impact on a director's independence.
In 2019, in accordance with the requirements of the Company's related person transaction policy, the Corporate Governance and Nominating Committee reviewed the fleet management services that Emkay Incorporated ("Emkay") provides to Carlisle Construction Materials, LLC, a wholly owned subsidiary of the Company ("CCM"). The Company paid Emkay a management fee of $66,224 and reimbursed Emkay $3,754,509 for pass-through costs, such as fuel, taxes, vehicle depreciation and other related costs. Emkay has provided fleet management services as a preferred vendor to CCM since 1997. A brother-in-law of Mr. Roberts (the Company's Chairman concerning (a) information to be sentof the Board) is a senior officer and more than 10% owner of Emkay. The Corporate Governance and Nominating Committee considered all of the relevant facts and circumstances related to the Boardservices provided by Emkay and approved the continuation of Directors, (b) meeting agendas, and (c) meeting schedulesEmkay's services to ensure appropriate time is provided for all agenda items; (iv) call meetings of independent directors as required; and (v) be available when appropriate for consultation, including shareholder communications. In addition, the Lead Director presides over an executive session of the independent directors at every regularly scheduled meeting of the Board of Directors. The Board of Directors believes that the existence of a Lead Director, the scope of the Lead Director's responsibilities and the regularly scheduled executive sessions of the independent directors all support strong corporate governance principles and allow the Board to effectively fulfill its fiduciary responsibilities to shareholders.CCM.
J. The Board's Role in Risk Oversight.Oversight
Risk management is a significant component of management's annual strategic and operating planning processes. The Company has adopted an enterprise risk management program to identify and mitigate enterprise risk. Under the program, each operating business is required to identify risks to its business and prepare a detailed plan to mitigate those risks. The division presidents present the plans to executive management as part of their strategic and operating plans. Over the course of each fiscal year, the division presidents provide similar presentations to the Board of Directors at the meetings covering the Company's business plans. Each year, the Board also reviews and discusses reports on the Company's ongoing litigation, cybersecurity risks and insurance coverages.
The Compensation Committee, has reviewed and discussed a report prepared byin consultation with the Compensation Committee'scommittee's compensation consultant, regardingperiodically reviews the relationship between the Company's compensation practices and risk. After reviewing and discussing the report, theThe Compensation Committee has concluded that the Company's compensation practices are not reasonably likely to have a material adverse effect on the Company and do not encourage inappropriate risk taking. The Compensation Committee's conclusion was based on the following:
The Compensation Committee has and will continue to conduct assessments of the relationship between the Company's compensation practices and risk periodically and in connection with the adoption of any new material compensation programs or any material changes to existing compensation programs.
Independence. The Board recognizes the importance of director independence. Under the rules of the New York Stock Exchange, to be considered independent, the Board must determinebelieves that a director does not have a direct or indirect material relationship with the Company. Moreover, a director will not be independent if, within the preceding three (3) years: (i) the director was employed by the Company or receives $100,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service; (ii) the director was a partner of or employed byits leadership structure supports the Company's independent auditor; (iii)governance approach to risk oversight as the director is part of an interlocking directorate in which an executive officer of the Company serves on the compensation committee of another company that employs the director; (iv) the director is an executive officer or employee of another company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, exceeds the greater of
$1 million or 2% of such other company's consolidated gross revenues; or (v) the director had an immediate family member in any of the categories in (i)—(iv).
The Board has determined that nine (9) of the Company's eleven (11) directors are independent under these standards. The independent directors are as follows: Robin J. Adams, Robert G. Bohn, Jonathan R. Collins, James D. Frias, Terry D. Growcock, Gregg A. Ostrander, Corrine D. Ricard, Lawrence A. Sala, and Magalen C. Webert.
The Board has determined that David A. Roberts, the Company's Chairman, and D. Christian Koch, the Company's President and Chief Executive Officer are not independent due to past employment (in the case of Mr. Roberts) or current employment (in the case of Mr. Koch) by the Company.
In addition, each of the directors serving on the Audit, Compensation and Governance Committees are independent under the standards of the New York Stock Exchange.
Related Party Transactions. The Board has adoptedis involved directly in risk management as a written policy concerning the review, approval and monitoring of transactions involving the Company and "related persons" (directors, nominees and executive officers or their immediate family members, or shareholders owning five percent (5%) or greatermember of the Company's outstanding Shares). The policy covers any transaction exceeding $120,000 in whichmanagement team, while the related person has a direct or indirect material interest. Related person transactions must be approved by the Governance Committee which will approve the transaction only if it determines that the transaction is in the best interests of the Company.
In 2016, in accordance with the requirements of the related party transaction policy, the Governance Committee reviewed the fleet management services Emkay Incorporated provides to Carlisle Construction Materials. The Company paid Emkay a management fee of approximately $54,000 and reimbursed Emkay for pass-through costs, such as fuel, taxes and vehicle depreciation, for Emkay's services, which in total exceeded $120,000. Emkay has provided fleet management services as a preferred vendor to Carlisle Construction Materials since 1997. A brother-in-law of Mr. Roberts (the Company's Chairman) is a senior officer and more than ten percent owner of Emkay Incorporated. The Governance Committee reviewed all of the material facts related to the services provided by Emkay and ratified all transactions that occurred during 2016. The Governance Committee will continue to review annually the Company's business relationships with Emkay.
Meetings of Independent Directors. At the conclusion of each of the regularly scheduled Board meetings, the independent directorsChairman of the Board meetand the committee chairpersons, in executive session without management. The Lead Director presided at each executive session.their respective areas, maintain oversight roles as non-management directors.
Statement of Corporate Governance Guidelines and Principles. The Company has adopted a Statement of Corporate Governance Guidelines and Principles and has published the Statement on its website: www.carlisle.com. The Company will provide without charge a copy of the Statement to any shareholder upon written request mailed to the attention of the Company's Secretary at 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254.
Charters. The Company has adopted Charters for each of its Audit, Compensation and Governance Committees and has published the Charters on its website: www.carlisle.com. The Company will provide without charge a copy of the Charters to any shareholder upon written request mailed to the attention of the Company's Secretary at 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254.
Code of Ethics. The Company's Business Code of Ethics is published on its website: www.carlisle.com. The Company will provide without charge a copy of the Business Code of Ethics to any shareholder upon written request mailed to the attention of the Company's Secretary at 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254.
K. Communications with Board of Directors. Any interested party may communicate with the Board of Directors or
Stockholders and other interested parties can communicate directly with the non-management directors as a group by writing toany of the Company's Secretarydirectors by sending a written communication addressed to such director at Carlisle Companies Incorporated, 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254, Attention: Secretary. AnyStockholders and other interested parties wishing to communicate with Mr. Bohn, as the Lead Independent Director, or with the independent directors as a group may do so by sending a written communication addressed to Mr. Bohn at the above address. Any communication addressed to any director that is received at the Company's principal executive offices will be delivered or forwarded to the Board for its consideration.
Attendance at Annual Meeting. Directorsindividual director as soon as practicable. All such communications are promptly reviewed before being forwarded to the addressee. The Company generally will not requiredforward to attenddirectors a communication that the Company's Annual Meeting of Shareholders. However, all directors in office at the time attended the 2016 Annual Meeting, and all directors are planning to attend the 2017 Annual Meeting.
Nomination Process. As more fully described in its Charter, the Governance Committee assists the Board by identifying individuals qualifiedCompany determines to be directors and recommending such individuals be nominated byprimarily commercial in nature, relates to an improper or irrelevant topic or requests general information about the Board for election to the Board by the shareholders. Director nominees should possess the highest personal and professional integrity, ethics and values, and be committed to representing the long-term interests of the Company's shareholders. Nominees should also have outstanding business, financial, professional, academic or managerial backgrounds and experience. Each nominee must be willing to devote sufficient time to fulfill his or her duties, and should be committed to serve on the Board for an extended period of time. Prior to accepting an invitation to serve on another public company board, directors must advise the Governance Committee and the Committee will determine whether such service will create a conflict of interest and/or prevent the director from fulfilling his or her responsibilities to the Company.
The Governance Committee has not adopted a policy with regard to the consideration of diversity in identifying director nominees. However, the Committee values what diversity brings to the Board of Directors and has consistently included diversity as a desired qualification when conducting searches for director nominees. The composition of the Board reflects the Committee's emphasis on diversity.
The source of director candidates may include: other directors, management, third-party search firms and shareholders. Shareholders may submit director recommendations to the Governance Committee by writing to the Company's Secretary at Carlisle Companies Incorporated, 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254, Attention: Secretary. The writing should include whatever supporting material the shareholder considers appropriate and should address the director nominee characteristics described above and must be received at least 120 days prior to the applicable Annual Meeting.
EXECUTIVE OFFICERDIRECTOR COMPENSATION
In 2019, the Company paid an annual fee of $85,000 to each non-employee director, except for Mr. Roberts who received an annual fee of $230,000 for his service as Chairman of the Board. The annual fees are determined by the Board of Directors. Each non-employee director may elect to receive one-half of the annual fee in Shares. Directors do not receive meeting attendance fees.
The Company also pays an annual fee for service on the Board's committees. In 2019, each member of the Audit Committee received an annual fee of $15,000 and each member of the Compensation and Corporate Governance and Nominating Committees received an annual fee of $8,500. In 2019, the Chairman of the Audit Committee received an additional annual fee of $20,000 and the Chairman of the Compensation Committee received an additional annual fee of $15,000. The Chairman of the Corporate Governance and Nominating Committee, who also served as the Lead Independent Director, received an additional annual fee of $35,000 in 2019.
In addition to the annual fee and committee fees, each non-employee director is eligible to participate in the Incentive Compensation Program. The Incentive Compensation Program provides for the grant of stock options, stock appreciation rights, restricted Shares or units or other stock-based awards to non-employee directors. The Board administers the Incentive Compensation Program with respect to awards to non-employee directors and has the discretionary authority to make all award decisions under the Incentive Compensation Program. At the meeting of the Board of Directors held on February 5, 2019, the Board of Directors granted each eligible director (other than Mr. Roberts) an award of 1,219 Share equivalent units having a grant date fair value of approximately $135,000 based on the closing market price of a Common Share on that date. Under the current policy of the Board, each new director receives an award of Share equivalent units having a grant date fair value of approximately $50,000. All Share equivalent units awarded to eligible directors are fully vested and will be paid in Shares after the director ceases to serve as a member of the Board, or, if earlier, upon a change of control of the Company. Mr. Roberts received an award of 2,076 Share equivalent units having a grant date fair value of approximately $230,000 based on the closing market price of a Common Share on February 5, 2019.
The Company also maintains the Carlisle Companies Incorporated Deferred Compensation Plan for Non-Employee Directors (the "Deferred Compensation Plan"). Under the Deferred Compensation Plan, each non-employee director of the Company is entitled to defer up to 100% of the cash fees otherwise payable to him or her. Each participant in the Deferred Compensation Plan may direct the "deemed investment" of his or her deferral account among the different investment options offered by the Company from time to time. The investment options currently include a fixed rate fund and Share equivalent units. All amounts credited to a participant's account under the Deferred Compensation Plan are 100% vested and generally will be paid or commence to be paid after the participant terminates service as a director. At the participant's election, payments can be made in a lump sum or in quarterly installments over a 10-year period. Payments under the Deferred Compensation Plan are made in cash from the Company's general assets.
The Board of Directors has adopted a stock ownership policy that requires significant stock ownership by the Company's non-employee directors. The stock ownership policy requires each non-employee director to own Shares having a market value equal to six times the annual fee amount within five years of him or her becoming a director. Shares for purposes of this policy include Shares, Share equivalent units and any restricted Shares. Once the required market value ownership level is achieved, no further purchases are required in the event the value of the Shares held by a director falls below the ownership level due solely to a decrease in the market value of the Shares. As of December 31, 2019, each of the directors who had been a member of the Board for at least five years as of that date met the policy's ownership requirement. The stock ownership policy prohibits a director
from using Shares as collateral for any purpose or engaging in short sales (profiting if the market price of the securities decreases) or hedging transactions involving Shares.
The table below sets forth the compensation paid to each non-employee director who served on the Board in 2019. Directors who are also employees of the Company (currently Mr. Koch) do not receive compensation (other than their compensation as employees of the Company) for their service on the Board of Directors.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | Total ($) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Robin J. Adams | $ | 123,500 | $ | 135,000 | $ | 0 | $ | 258,500 | |||||
Robert G. Bohn | $ | 137,000 | $ | 135,000 | $ | 0 | $ | 272,000 | |||||
Jonathan R. Collins | $ | 108,500 | $ | 135,000 | $ | 0 | $ | 243,500 | |||||
James D. Frias | $ | 128,500 | $ | 135,000 | $ | 0 | $ | 263,500 | |||||
Gregg A. Ostrander | $ | 102,000 | $ | 135,000 | $ | 50 | $ | 237,050 | |||||
Corrine D. Ricard(3) | $ | 108,500 | $ | 135,000 | $ | 0 | $ | 243,500 | |||||
David A. Roberts | $ | 230,000 | $ | 230,000 | $ | 0 | $ | 460,000 | |||||
Lawrence A. Sala | $ | 108,500 | $ | 135,000 | $ | 66 | $ | 243,566 | |||||
Jesse G. Singh | $ | 108,500 | $ | 135,000 | $ | 761 | $ | 244,261 | |||||
COMPENSATION DISCUSSION AND ANALYSIS
This section contains an in-depth descriptiondiscussion and analysis of the Company's executive compensation policies and practices and the compensation earned by the Company's most senior executives (referred to as the "named executives" or the "named executive officers" in this section) under those policies and practices. The Compensation Committee of the Board of Directors administers the Company's compensation policies and practices for all executive officers of the Company, including the named executives.
As you review this section, you will see that the Compensation Committee has adopted executive compensation policies and practices thatthat: (i) link pay and performance—with Companythe Company's executives having the opportunity to earn substantial compensation over and above their base salaries based on the Company's performance or the market value of the Company's Shares,Shares; (ii) align the interests of the Company's executives and shareholders,stockholders; (iii) are transparent and easy to communicate to the Company's executives and shareholders,stockholders; and (iv) provide a valuable retention tool for key executive talent.
A. Executive Summary
TheIn 2017, management developed Vision 2025, a strategic vision for the Company remains focusedbuilt on the foundation and core capabilities established over the Company's long history and based on creating sustainable value for stockholders through repeatable execution of solid plans. A critical factor to achieving its long-termthe Vision 2025 strategic goals is the contributions of (i) $5 billion in sales, (ii) 30% global sales, (iii) 15% operating margins, (iv) 15% working capital as a percent of sales, and (v) 15% return on invested capital. Themotivated employees. Accordingly, the Company's annual incentive compensation program iswill continue to be directly linked to these key financial goals by awardingand will award annual incentive compensation to the named executives based on the Company's progress toward achieving these long-termthe Vision 2025 strategic goals.goals for the Company.
The executive compensation program provides a further link between executive pay and shareholderstockholder interests by including performance Shares and stock options and performance Shares in the long-term stock-based awards made under the program. The value of the stock options is directly linked to the market value of the Company's Shares. The performance Shares are earned based on the total return to the Company's shareholders (sharestockholders (Share appreciation plus dividends) relative to the total shareholderstockholder return of the companies comprising the S&P MidCap 400 MidCap Index® over a three-year performance period.periods. The value of the earned performance Shares and the stock options is directly linked to the market value of the Shares. The Company's stockholders endorsed the executive compensation program at the 2019 Annual Meeting of Stockholders where approximately 92% of the votes cast were in favor of a resolution approving the compensation earned by the named executive officers under the program in 2018.
In 2016,2019, the Company continued its journey to its 2025 strategic vision by continuing implementation of the Carlisle Operating System, investing in new acquisitions and strengthening its management talent. The continuing strong operational performance of the Company in 2019 produced exceptionalpositive financial returns forresults and enabled the Company's shareholdersCompany to return capital to stockholders through Share price appreciation, increased dividends and Share repurchases.
The Company also continued to build a foundationtable below summarizes the Company's annual incentive performance measures for long-term success2019 and 2018 selected by successfully transitioning the executive leadership ofCompensation Committee for determining the Company and completing add-on acquisitionsannual incentive compensation for the Carlisle Fluid Technologies and Carlisle Interconnect Technologies businesses.named executive officers.
The following tables summarize the Company's 2016 financial performance and the absolute and relative Share price performance during 2016 and the two- and three-year periods ending in 2016.Table of Contents
Annual Incentive Performance MeasuresMeasures(1)
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| | | | 2016 | | 2015 | | Percentage Change | | | | 2019 | | 2018 | | Year-over-Year Change Favorable/(Unfavorable) | | ||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Sales | $ | 3.675 billion | $ | 3.543 billion | 3.7 | % | Sales | $ | 4.766 billion | $ | 4.446 billion | 7.2% | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| Net Earnings | $ | 383.5 million | $ | 319.6 million | 20.0 | % | Operating Income Margin | 14.3% | 12.0% | 230 bps | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Global Sales | $ | 839.7 million | $ | 883.8 million | (5.0 | )% | Average Working Capital as a % of Sales(2) | 20.2% | 19.5% | (70) bps | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| EBIT Margin | 15.9 | % | 14.2 | % | 12.0 | % | Earnings | $ | 496.0 million | $ | 379.0 million | 30.9% | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Working Capital as a % of Sales(1) | 18.7 | % | 19.1 | % | (2.1 | )% | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
| Return on Invested Capital(2) | 13.5 | % | 12.2 | % | 10.7 | % | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | Return | | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | |
| | Benchmark | | 2016 | | 2015 - 2016 | | 2014 - 2016 | | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
| S&P 500 Index® | 9.5 | % | 8.7 | % | 21.1 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| S&P 400 MidCap Index® | 18.7 | % | 14.3 | % | 23.7 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| General Industry Peer Group Index(1) | 18.0 | % | 4.5 | % | 3.3 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Carlisle | 24.4 | % | 22.2 | % | 38.9 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Approximately 96% of the Shares voted at the 2016 Annual Meeting were cast in favor of a resolution approving the compensation earned by the named executive officers under the program in 2015 (the "say on pay vote"). Because of the consistently strong support the executive compensation program has received, theThe Compensation Committee did not make significant changes inestablished the principal features ofperformance measures on which the executive compensation program for 2016.2019 annual incentive awards were based, as described on pages 27 through 29. The performance measures are intended to align with the Company's Vision 2025 strategic goals. As described in this section, the Compensation Committee took the following compensation actions in 20162019 with respect to the named executives:
The Company's shareholdersstockholders will have the opportunity at the Annual Meeting to provide feedback to the Board of Directors on the Company's executive compensation program throughby voting to approve or not approve, on an advisory basis, the say-on-pay vote atcompensation earned by the 2017 Annual Meeting.named executive officers under the program in 2019 (the "say-on-pay proposal"). The Compensation Committee encourages all Company shareholdersof the Company's stockholders to carefully review this section, andincluding the executive officer compensation disclosure tables that follow this sectionbelow, prior to casting their votes on the 2017 say-on-pay proposal.proposal included as Proposal 3 in this Proxy Statement.
The Company's shareholders also will vote at the 2017 Annual Meeting whether future say-on-pay votes should occur annually, every two or every three years. The Board of Directors will consider the results of the advisory vote on the frequency of say-on-pay votes to determine how often say-on-pay votes will be conducted in the future.
B. Roles of Compensation Committee, Compensation Consultant and Executive Officers in Determining Executive Compensation
The Compensation Committee renewed its engagement of Willis Towers Watson as the executive compensation consultant to the Committeecommittee for 2016.2019. Willis Towers Watson provides no services to the Company or its management other than services related to the Company's executive and non-employee director compensation programs. The Compensation Committee has determined that Willis Towers Watson is independent from the Company and its executive officers and that the services provided by Willis Towers Watson do not raise any conflict of interest.
In 2016,2019, Willis Towers Watson presented an executive compensation report and regulatory update to the Committee.Compensation Committee and conducted a competitive market analysis of the Company's executive compensation program to confirm that the program is delivering pay to the Company's executive officers within the program guidelines. The executive compensation report included market highlights and trends and compared the Company's executive compensation practices with those of similarly sizedsituated companies.
The Compensation Committee also receives input from Company management in connection with the administration of the Company's executive compensation program. Mr. Koch, the Company's President and Chief Executive Officer, recommended base salary increases for the named executive officers (other than for himself), and the Compensation Committee approved the recommendations. In addition, Mr. Koch provided input to the Compensation Committee about the refinements made to the performance measures to be used for determining the 20162019 annual incentive compensation awards (other than for himself), the threshold, target and maximum performance levels for the performance measures and the weighting of each performance measure.
Mr. Ford,Roche, the Company's Vice President and Chief Financial Officer, provided information and analysis to the Compensation Committee about the financial performance of the Company for the 2016 fiscal year2019 and each of the Company's operating businesses for which a named executive officer was responsible. The Compensation Committee used the information and analysis provided by Mr. FordRoche in determining the annual incentive compensation awards earned by the named executives for 2016.2019.
C. Philosophy and Material Elements of Executive Compensation Program; 20162019 Compensation Actions
The material elements of the total direct compensation provided to executives under the Company's executive compensation program areare: (i) base salary,salary; (ii) a target annual cash bonus opportunity expressed as a percentage of each executive's base salarysalary; and (iii) a long-term, stock-based award, the expected value of which is also expressed as a percentage of base salary. While each element of compensation paid to executive officers is significant, the annual cash bonus and the long-term, stock-based awardsaward have the potential to be the largest amounts of the total compensation paid to executive officers.
The following table shows the guiding principles for the Company's executive compensation program and how the program complies with these principles:
| | | | | | | | | |
| | Principle | | How the Program Complies | | ||||
|---|---|---|---|---|---|---|---|---|
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| Provide competitive total direct compensation opportunity. | • Executive total direct compensation opportunity is managed between the first and third • The total direct compensation opportunity within the range varies by executive. • Performance-based pay opportunity | |||||||
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| Reward performance that is consistent with key strategic and | • Annual incentive plan incorporates earnings and other financial measures aligned with • Performance • Inappropriate risk taking is not encouraged. | |||||||
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| Balance performance measures and, where appropriate, emphasize overall corporate, operating business and division performance. | • Annual incentive plan incorporates corporate and operating business and division level performance measures. | |||||||
| | | | | | | | | |
| Serve as a retention tool for key executive talent, provide a balance of liquidity and reward executives for superior performance. | •
• Performance Share awards incorporate total | |||||||
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•
| ||||||||
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Compensation Benchmarking
The Compensation Committee periodically benchmarks executive compensation to ensure the compensation provided to Companythe Company's executive officers is reasonable and competitive with the market. WhileThe executive compensation was not benchmarked in 2016, the Executive Compensation Reportreport presented to the Compensation Committee by Willis Towers Watson generally confirmedin 2019 (the "Compensation Report") benchmarked the appropriatenesstotal pay arrangements of the Company's executive officers through a competitive market analysis and concluded that total direct compensation to the executive officers is managed between the first and third quartiles of benchmarked companies. The Compensation Report concluded that the Company's executive pay program includingis sound and effective by delivering value to the long-term, stock based awardsexecutive officers within the program's guidelines that are generally competitive at desired market levels, are aligned with stockholder interests, and are consistent with the guiding principles disclosed above. Any variation above or below the guidelines may be a function of variations in performance, tenure, experience or scope of executive responsibility. For
purposes of its analysis, Willis Towers Watson used data from two published survey sources: the 2018 Willis Towers Watson General Industry Executive Compensation Database and the use2018 Mercer General Industry Executive Compensation Survey and updated the survey data to September 2019 using an annual update factor of a relative total shareholder return metric for3.0%. Willis Towers Watson also: (i) evaluated the responsibilities, reporting relationships, revenue responsibility and level of each position; (ii) matched each position to the appropriate benchmark survey position; and (iii) used size and level appropriate data or size adjusted the survey data by regressing, where possible, based on the Company's performance Share awards.revenues.
Base Salaries
Base salaries provide a baseline level of compensation to executive officers for carrying out the day-to-day duties and responsibilities of their positions.
The Compensation Committee reviews and adjusts base salary levels each year. During the review and adjustment process, the Compensation Committee considers:
The Compensation Committee reviews the named executive officer base salaries in December each year. Any base salary increases approved in December become effective for the succeeding fiscal year. In December 20162019, the Company approved increasesthe following base salaries for the named executives (other than Mr. Roberts who retired as Executive Chairman in 2016) as follows effective for the 2017 fiscal year:2020:
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| | Executive | | 2016 Base Salary | | 2017 Base Salary | | % Increase | | Name | | 2019 Annual Base Salary | | 2020 Annual Base Salary | | % Increase | | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | $ | 1,000,000 | $ | 1,100,000 | 10.0 | % | Mr. Koch | $ | 1,175,000 | $ | 1,225,000 | 4.3 | % | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Mr. Ford | $ | 677,000 | $ | 697,000 | 3.0 | % | Mr. Roche | $ | 628,000 | $ | 647,000 | 3.0 | % | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Mr. Altmeyer | $ | 786,000 | $ | 810,000 | 3.1 | % | Mr. Berlin | $ | 683,000 | $ | 703,000 | 3.0 | % | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Mr. Berlin | $ | 631,000 | $ | 650,000 | 3.0 | % | Mr. Shears | $ | 586,333 | $ | 651,000 | 11.0 | % | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Mr. Selbach | $ | 420,000 | $ | 433,000 | 3.1 | % | Mr. Selbach | $ | 525,000 | $ | 541,000 | 3.0 | % | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
The Compensation Committee approved the increases after it reviewedbased generally on trends in the market which indicated projectedindicating average salary increases in the range of 1.0% to 4.0%3%. Mr. KochShears received a larger than average increase due to the increase in the scope and responsibilitiesreflect his promotion to President of his position with the Company following the retirement of Mr. Roberts as Executive Chairman and to recognize the successful transition in leadership of the Company and the Company's continued strong financial performance.CCM.
20162019 Annual Incentive Compensation Awards
The Company's executive officers earned annual incentive compensation under the programIncentive Compensation Program for 20162019 based on the overall performance of the Company or a Company business unit compared to pre-established performance measures.
The Compensation Committee first established a target annual incentive award expressed as a percentage of each named executive's base salary. The 20162019 target awards were—100%were 120% of base salary for Messrs.Mr. Koch and Mr. Roberts, 75% of base salary for Mr. Ford, Mr. Altmeyer and Mr. Berlin and 60% of base salary for Mr. Selbach.the other named executives.
The Compensation Committee then selected the performance measures on which the 20162019 annual incentive awards would be based. The measures adopted for the 20162019 annual incentive awards to Mr. Roberts, Executive Chairman, Mr.Messrs. Koch, Chief Executive Officer, Mr. Ford, Chief Financial Officer,Roche and Mr. Selbach Vice President—Corporate Development, were the Company's consolidatedconsolidated: (i) sales,sales; (ii) global sales,operating income
margin; (iii) earnings,average working capital as a percentage of sales; and (iv) EBIT margin, (v)earnings. The measures adopted for the 2019 annual incentive awards to the other named executive officers were: (i) sales; (ii) operating income margin; (iii) average working capital as a percentage of sales, each as reported by their respective business units; and (vi) return on invested capital ("ROIC"). The measures adopted for the 2016 annual incentive awards for each of the other named executive officers were (i) sales, (ii) global sales, (iii) EBIT margin, (iv) working capital as a percentage of sales and (v) ROIC, in each case, of the business for which the executive has responsibility and the Company's consolidated earnings. The Compensation Committee added the ROIC performance measure in 2016 to encourage the profitable use of the Company's invested capital and to further align the annual incentive plan performance measures with the Company's long-term strategic goals summarized on page 19. The Compensation Committee believes that each of these respective performance measures tracks whether the Company and its core businesses are operating efficiently and with a view toward long-term, sustainable growth in the United States and globally. The Compensation Committee believes that superior performance under these measures will ultimately benefit Company shareholdersthe Company's stockholders through increased profits, dividends and Share value.
Finally, the Compensation Committee established threshold, target and maximum levels of performance for each of the measures and determined that 50% of the target annual incentive award would be paid for threshold level performance, 100% of the target annual incentive award would be paid for target level performance and 200% of the target annual incentive award would be paid for performance at or above the maximum level. Under the program adopted by the Compensation Committee, the Company's performance under each of the measures was independently determined from the other measures, so that an annual incentive award was determined for the actual level of performance under each measure. The annual incentive awards under each measure were then combined to determine the aggregate annual incentive award.
The Compensation Committee approved threshold, target and maximum performance levels for 2019 based on the Company's 2015 actual2018 adjusted performance. The 2016 target performance levels for sales, earnings and global sales were set at approximately 105% of 2015 actual performance. The 2016 target performance levels for operating margin and working capital as a percent of sales were set at approximately 100% of 2015 actual performance. The following tables below show the threshold, target and maximum performance levels for each of the performance measures established by the Compensation Committee for 20162019 as well as the Company's actualadjusted performance in 20162019 and 2015.2018. The performanceresults shown below reflectsfor both 2019 and 2018 reflect the Company's publicly reported results, excluding results of operations of acquisitions made and disposals not classified as discontinued operations and the associated acquisition and disposal costs incurred during the respective year. The 2019 results have also been adjusted to exclude the following: (i) $141.5approximately $19.7 million (pre-tax) in non-cash impairmentrestructuring charges recorded by the Carlisle Brake & Friction business in the third quarter of 2016 and (ii) $12.5 million of restructuringfacility rationalization costs $3.1 million of accelerated research and development costs and $1.5 million of professional fees related to strategic acquisitions, all of which were recorded by theat CCM, Carlisle Interconnect Technologies, business.Inc. ("CIT"), Carlisle Fluid Technologies, Inc. ("CFT") and CBF and approximately $0.9 million (pre-tax) in casualty losses at CCM and CFT. The 2019 results also exclude the impact of the Company's adoption of the new lease accounting standard in FASB ASC Topic 842, Leases. The 2018 results have also been adjusted to exclude approximately $32.7 million (pre-tax) in restructuring charges and facility rationalization costs at CFT, CBF and CIT. The 2018 results also exclude sales of approximately $21.9 million and operating income of approximately $7.2 million to adjust for the Company's adoption of the revenue recognition standard in FASB ASC Topic 606, Revenue from Contracts with Customers. The Compensation Committee approved the adjustments because they are generally nonrecurring andor were not anticipated when the 2016respective performance measures were approved at the beginning of the year.
Consolidated Company Performance Measures
Used for 20162019 Annual Incentive Awards to Mr. Roberts, Mr. Koch, Mr. FordRoche and Mr. Selbach
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| Performance Levels Established by the Compensation Committee | Actual Performance | Performance Levels Established by the Compensation Committee | Adjusted Performance | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | �� | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance Measure | Weight | Threshold | Target | Maximum | 2016 | 2015 | Performance Measure | Weight | Threshold | Target | Maximum | 2019 | 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Sales | 20% | $ | 3.366 billion | $ | 3.720 billion | $ | 4.075 billion | $ | 3.675 billion | $ | 3.543 billion | Sales | 25% | $ | 4.650 billion | $ | 4.790 billion | $ | 4.976 billion | $ | 4.766 billion | $ | 4.446 billion | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||
| EBIT Margin | 20% | 13.7% | 14.2% | 14.7% | 15.9% | 14.2% | Operating Income Margin | 20% | 11.3% | 11.8% | 12.3% | 14.3% | 12.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||
| ROIC | 10% | 11.2% | 12.2% | 13.2% | 13.5% | 12.2% | Average Working Capital as a % of Sales | 15% | 20.4% | 19.9% | 19.4% | 20.2% | 19.5% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| Working Capital (as a % of Sales) | 10% | 20.1% | 19.1% | 18.1% | 18.7% | 19.1% | Earnings | 40% | $ | 368.0 million | $ | 407.0 million | $ | 426.0 million | $ | 496.0 million | $ | 379.0 million | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| Global Sales | 5% | $ | 839.6 million | $ | 928.0 million | $ | 1.016 billion | $ | 839.7 million | $ | 883.8 million | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||
| Consolidated Earnings | 35% | $ | 303.6 million | $ | 335.6 million | $ | 367.5 million | $ | 383.5 million | $ | 319.6 million | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Carlisle Construction Materials ("CCM")CIT Performance Measures
Used for 2016 Annual Incentive Award to Mr. Altmeyer
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| Performance Measure | Weight | Threshold | Target | Maximum | 2016 | 2015 | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CCM Sales | 20% | $ | 1.903 billion | $ | 2.103 billion | $ | 2.303 billion | $ | 2.053 billion | $ | 2.003 billion | ||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CCM EBIT Margin | 35% | 16.0% | 17.1% | 17.5% | 21.0% | 17.5% | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CCM ROIC | 10% | 39.4% | 40.4% | 41.4% | 57.7% | 41.4% | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CCM Working Capital (as a % of Sales) | 10% | 17.8% | 17.3% | 16.8% | 15.0% | 16.8% | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CCM Global Sales | 5% | $ | 260.1 million | $ | 287.5 million | $ | 314.9 million | $ | 214.9 million | $ | 273.8 million | ||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Consolidated Earnings | 20% | $ | 303.6 million | $ | 335.6 million | $ | 367.5 million | $ | 383.5 million | $ | 319.6 million | ||||||||||||||||||||||||||
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Carlisle Interconnect Technologies ("CIT") Performance MeasuresUsed for 20162019 Annual Incentive Award to Mr. Berlin
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| Performance Measure | Weight | Threshold | Target | Maximum | 2016 | 2015 | Performance Levels Established by the Compensation Committee | Adjusted Performance | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| CIT Sales | 20% | $ | 745.4 million | $ | 823.8 million | $ | 902.3 million | $ | 834.6 million | $ | 784.6 million | Performance Measure | Weight | Threshold | Target | Maximum | 2019 | 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| CIT EBIT Margin | 35% | 17.5% | 18.5% | 19.5% | 19.4% | 18.0% | Business Unit Sales | 25% | $ | 935.0 million | $ | 963.0 million | $ | 1.000 billion | $ | 954.0 million | $ | 909.0 million | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| CIT ROIC | 10% | 7.3% | 8.3% | 9.3% | 8.7% | 8.3% | Business Unit Operating Income Margin | 50% | 14.8% | 15.3% | 15.8% | 15.7% | 13.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| CIT Working Capital (as a % of Sales) | 10% | 21.5% | 20.5% | 19.5% | 20.8% | 20.5% | Business Unit Average Working Capital as a % of Sales | 15% | 27.1% | 26.6% | 26.1% | 26.8% | 25.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| CIT Global Sales | 5% | $ | 293.4 million | $ | 324.2 million | $ | 355.1 million | $ | 292.9 million | $ | 308.8 million | Consolidated Earnings | 10% | $ | 368.0 million | $ | 407.0 million | $ | 426.0 million | $ | 496.0 million | $ | 379.0 million | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Consolidated Earnings | 20% | $ | 303.6 million | $ | 335.6 million | $ | 367.5 million | $ | 383.5 million | $ | 319.6 million | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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CCM Performance Measures
Used for 2019 Annual Incentive Award to Mr. Shears
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance Levels Established by the Compensation Committee | Adjusted Performance | ||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance Measure | Weight | Threshold | Target | Maximum | 2019 | 2018 | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Business Unit Sales | 35% | $ | 3.050 billion | $ | 3.141 billion | $ | 3.264 billion | $ | 3.231 billion | $ | 2.871 billion | ||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Business Unit Operating Income Margin | 40% | 14.8% | 15.3% | 15.8% | 17.9% | 15.2% | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Business Unit Average Working Capital as a % of Sales | 15% | 16.7% | 16.2% | 15.7% | 15.9% | 15.8% | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Consolidated Earnings | 10% | $ | 368.0 million | $ | 407.0 million | $ | 426.0 million | $ | 496.0 million | $ | 379.0 million | ||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Based on the performance measures established by the Compensation Committee for 20162019 and the Company's actualadjusted performance, the named executives earned 20162019 annual incentive awards as follows:
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| Executive | 2016 Annual Incentive Award ($)(1) | 2016 Annual Incentive Award (% of base salary) | 2016 Annual Incentive Award (% of target incentive award) | Name | 2019 Annual Incentive Award ($)(1) | 2019 Annual Incentive Award (% of base salary) | 2019 Annual Incentive Award (% of target incentive award) | ||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | $ | 1,654,300 | 165 | % | 165 | % | Mr. Koch | $ | 2,163,700 | 184 | % | 153 | % | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| Mr. Ford | $ | 840,000 | 124 | % | 165 | % | Mr. Roche | $ | 722,800 | 115 | % | 153 | % | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| Mr. Altmeyer | $ | 987,400 | 126 | % | 167 | % | Mr. Berlin | $ | 741,500 | 109 | % | 145 | % | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| Mr. Berlin | $ | 711,600 | 113 | % | 150 | % | Mr. Shears | $ | 821,500 | 140 | % | 187 | % | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| Mr. Selbach | $ | 416,900 | 99 | % | 165 | % | Mr. Selbach | $ | 604,200 | 115 | % | 153 | % | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Mr. Roberts | $ | 2,192,000 | 165 | % | 165 | % | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||
20162019 Long-Term, Stock-Based Awards
Annual Awards
The Compensation Committee makes annual stock-based awards one time each year at the Committee's regularly-scheduledits regularly scheduled February meeting. All stock-based awards are made under the Company's Incentive Compensation Program which imposes certain restrictions, as described below, on the terms of the awards.
In February 2016,2019, the Compensation Committee awarded stock options, performance Shares and restricted Shares to the named executives in the amounts shown in the Grants of Plan Based-AwardsPlan-Based Awards Table on page 33.36. The number of Shares included in the 20162019 awards was determined using a formula-based approach. First, the Compensation Committee established a target award opportunity, expressed
as a percentage of base salary, for the named executives based on each executive's position and the long-term incentive award market range for that position: 300%445% of base salary for the Chief Executive Officer and 150% of base salary for Mr. Ford, Mr. Altmeyer and Mr. Berlin and 80% of base salary for Mr. Selbach.the other named executives.
The Compensation Committee then determined the appropriate blend of the types of equity awards to be included in each named executive's stock-based award. In 2010, the Compensation Committee changed the blend of equity awards from stock options and time-vested restricted stockShares (each weighted 50%) to stock options, performance Shares and time-vested restricted stockShares (each weighted 331/3%) and elected to use the same blend of stock-based awards in 20162019 for all the named executives (other than Mr. Roberts) to support the Company's pay for performancepay-for-performance programs and the alignment of executive and shareholderstockholder interests. Mr. Roberts was appointed Executive Chairman of the Company effective January 1, 2016 and was not eligible to receive any equity awards in 2016.
All stock-based awardsemployees awarded stock options, performance Shares and restricted Shares are subject to the Company's senior management employees (approximately 60 employees including all of the named executives) contain a non-competition agreement that
prohibits the granteeemployee from competing with the Company for one year following his or her termination of employment.
The stock options awarded in February 20162019 will vest in equal annual installments over three years. The restricted stockShares awarded in 2016February 2019 will become vested on the December 31January 1 immediately preceding the third anniversary of the award date.
The performance Shares awarded in 2016February 2019 will be earned based on the total return to the Company's shareholdersstockholders (Share appreciation measured using the average of the closing market prices for a Share for the first ten10 and last ten10 trading days of the performance period plus dividends) relative to the total shareholderstockholder return of the companies comprising the S&P MidCap 400 MidCap Index® over the three yearthree-year performance period ending December 31, 20182021 in accordance with the following table:
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| Relative Total Stockholder Return | Percentage of Performance Shares Earned | |||||||
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| Below 25th percentile | 0% | |||||||
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| 25th percentile | 50% | |||||||
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| 50th percentile | 100% | |||||||
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| 75th percentile or above | 200% | |||||||
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If the Company's total shareholderstockholder return falls between the 25th and 50th percentilepercentiles or between the 50th and 75th percentile,percentiles, the number of performance Shares earned will be determined by linear interpolation. Dividends will accrue during the three yearthree-year performance period and will be paid on performance Shares that are earned.
The Compensation Committee included stock options in the awards to encourage the named executives (other than Mr. Roberts) to increase shareholderstockholder value over the ten year10-year term of the options. The Compensation Committee included restricted Shares in the awards not only to encourage the named executives to increase shareholderstockholder value but also, where applicable, to remain employed with the Company. The Compensation Committee added performance Shares to further link executive compensation to the performance of the Company and to align the interests of the executives with the Company's shareholders.stockholders.
The Company's Incentive Compensation Program contains certain restrictions on the terms of all stock-based awards. For example, all stock options must be granted with an option exercise price that is equal to or greater than the fair market value of the Shares on the date of award. The Incentive Compensation Program also expressly prohibits re-settingresetting the option exercise price of stock options. These restrictions ensure that any options awarded under the Incentive Compensation Program will have value to the executives only if the market price of the Shares increases after the date of the award. The As a result of changes made to Section 162(m) of the Internal Revenue Code (the "Code") applicable to 2019 compensation, the Compensation Committee approved an amendment to the Incentive Compensation
Program, further requires that restricted Share awards must be subjecteffective January 1, 2019, to a restriction period of at least two (2) years during whicheliminate the Shares are subject to a substantial risk of forfeiture and may not be transferred. Finally, the Program provides an annual limitlimits on the size of awards. Currently, no executivethe annual awards that may receive inbe granted to any one fiscal year periodexecutive. The Compensation Committee also approved an awardamendment to the Incentive Compensation Program, effective January 1, 2019, to allow the Company's Chief Executive Officer to approve off-cycle grants of options to acquire more than 300,000 Shares or an award of more than 100,000 stock-based awards that become vested based on performance.to employees other than Section 16 officers for limited purposes and subject to volume limits approved by the Compensation Committee.
The Compensation Committee has never altered the timing of stock-based awards to take advantage of non-public information. The Compensation Committee is aware that the February meeting during which it makes annual stock-based awards precedes the date the Company releases its fourth quarter and annual financial results. The Compensation Committee is also aware that the release will usuallycould affect the market value of the Company's stock and the underlying value of the stock-based awards made to executives at the February meeting. The Compensation Committee believes that executives will not necessarily gain over the long run from the short termshort-term benefit of a positive release because the Company's stock price fluctuates over time and because all of the awards have multi-year vesting schedules and stock options have historically
been held for several years prior to exercise. In addition, any gain from a positive benefit in some years will be offset by earnings releases in other years that negatively affect the market value of the Shares.
Stock Ownership Policy
The Compensation Committee believes that ownership of the Company's common stockCommon Shares by executive officers aligns their interests with those of the Company's shareholders,stockholders, enhances retention of executives by providing them an opportunity to accumulate a meaningful ownership interest in the Company and focuses executives on building shareholderstockholder value over the long term. Therefore, the Compensation Committee has maintained for several yearsmaintains a stock ownership policy for the Company's executive officers, including the named executives.executive officers.
The policy, currentlywhich is applicable to all of the Company's Section 16 officers, has the following ownership requirements:
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| Executive | ||||||||
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| Remaining Section 16 Officers | 3 times previous year base salary | |||||||
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The policy also has a retention requirement under which an executive officer must retain at least one-half of the after-tax value realized from the vesting of restricted Shares, the exercise of stock options or the receipt of earned performance Shares until the executive officer has satisfied the policy's Share ownership requirement. Each executive officer subject to the policy has five years from first becoming subject to the policy to attain the ownership requirement and once the ownership requirement is met, no further accumulation is required in the event the value of the Shares falls below the ownership requirement due solely to a decrease in the market value of the Shares.
Ownership for purposes of the policy includes Shares owned directly or under an employee benefit plan and all restricted Shares. Ownership does not include any performance Share awards or any Shares subject to stock options. As of December 31, 2016, all ofFebruary 28, 2020, the named executives were in compliance with the policy's Share ownership and retention requirements other than Mr. Koch who was appointed Chief Executive Officer effective January 1, 2016. Mr. Koch will reachand each of the individuals who had been a Section 16 officer for at least five years as of that date met the policy's ownership requirement under the policy during 2017.requirement.
The stock ownership policy prohibits any executive officer from using Shares as collateral for any purpose or engaging in short sales (profiting if the market price of the securities decreases) or hedging transactions involving Shares.
D. Retirement and Other Benefits
Retirement and Group Insurance Benefits
The Company provides retirement, health and welfare and other benefits to its executive officers. The Company sponsors the 401(k) Plan, a tax-qualified, defined contribution retirement plan, for the benefit of substantially all of its non-unionU.S.-based employees, including the named executives. The 401(k) Plan encourages saving for retirement by enabling participants to save on a pre-tax basis and by providing Company matching contributions.
The Company also sponsors the Retirement Plan for Employees of Carlisle, CorporationLLC (the "Retirement Plan"), a tax-qualified, defined benefit retirement plan that provides retirement income to eligible employees following their retirement from the Company. The Pension Benefits Table on page 3640 shows the lump sum present value as of December 31, 2019 of the annual annuityaccumulated benefit earned by the named executives under the Retirement Plan for their credited service through December 31, 2016.
Section 401(a)(17) of the Internal Revenue Code (the "Code") limits the amount of annual compensation that tax-qualified plans like the Company's 401(k) Plan and the Retirement Plan may take into account for purposes of determining contributions and benefits. The limit for 20162019 was $265,000$280,000 and it is subject to adjustment annually for cost of living increases. For 2017,2020, the limit will be $270,000.$285,000. The Company maintains athe Carlisle, LLC Supplemental Pension Plan (the "Supplemental Pension Plan") to provide benefits to certain Retirement Plan participants whose benefits are limited by Section 401(a)(17) of the Code and to certain senior management employees who were employed on or after January 1, 2005 and are not eligible to participate in the Retirement Plan. The Pension Benefits Table on page 3640 also shows the lump sum present value as of December 31, 2019 of the annual annuityaccumulated benefit earned by the named executives under the Supplemental Pension Plan.
TheAs part of the Nonqualified Deferred Compensation Plan, the Company sponsors a supplemental 401(k) Plan to provide covered officers, including the named executives, the opportunity to defer (i) base salary and annual incentive compensation that could not be deferred under the 401(k) Plan due to the Code limitations that apply to the 401(k) Plan and (ii) Shares earned under the Company's equity incentive plan.Plan. The Company provides a matching contribution equal to 100% of the first 4% of base salary and annual incentive compensation deferred under the supplemental 401(k) Plan. Each participant in the supplemental 401(k) Plan may direct the "deemed investment"deferrals of hisbase salary or her accountannual incentive compensation and the matching contributions among the different investment fundsoptions offered by the Company from time to time. The investment options currently include (i) a fixed rate fund (ii) a Companyand various stock fund and (iii) investment options that are similar to most of the options available under the Company's 401(k) Plan.index funds. All amounts credited to a participant's account under the supplemental 401(k) Plan are 100% vested and will be paid in a lump sum or installments in accordance with the participant's election after the participant terminates employment with the Company. A participant may also elect to receive one or more in-service distributions.
The named executives also participate in group health, life and other welfare benefit plans on the same terms and conditions that apply to other employees. TheExcept for supplemental long-term disability insurance, the named executives do not receive better insurance programs, vacation schedules or holidays, and perquisites are limited. In 2016, the Company moved its principal executive offices from Charlotte, North Carolina to Scottsdale, Arizona. The Company reimbursed Messrs. Koch, Ford and Selbach for the relocation costs they incurred in connection with the move to Arizona and paid each of them a relocation bonus payment of $15,000 to defray relocation-related expenses incurred by them that were not eligible for reimbursement under the Company's reclocation expense policy. The taxable portion of the reimbursement was grossed up for taxes. The relocation bonus payment was not grossed up for taxes.
Post-Termination of Employment Benefits
Mr. Roberts was employed by the Company pursuant to the terms of an employment letter agreement entered into with the Company on June 5, 2007 until his retirement effective December 30, 2016. In connection with his retirement, Mr. Roberts will receive a retirement benefit under the Company's Supplemental Pension Plan in the form of a joint and 50% survivor annuity that will pay $38,257 per month to Mr. Roberts for life and a contingent survivor annuity of $19,128 per month to Mr. Roberts' wife for life. Mr. Roberts and his wife will also receive retiree medical and dental coverage for life. Mr. Roberts will continue to serve as a member of the Company's Board of Directors and as non-executive Chairman of the Board. In connection with Mr. Roberts' service as non-executive Chairman of the Board, he will be entitled to receive an annual fee of $225,000 and will receive an annual award of restricted stock units having a grant date value of $225,000 to be paid in Shares of the Company's common stock upon his retirement from the Board.
The Company has not entered into an employment agreement with any executive officer that provides severance or other benefits following their resignation, termination, retirement, death or disability, except for agreements with certain executive officers (including all of the named executives) that provide severance benefits in the event of a termination of their employment following a change of
control of the Company (the "change inof control agreements"). The change inof control agreements provide that the executives will not, in the event of the commencement of steps to effect a change of control (defined generally as an acquisition of 20% or more of the outstanding voting Shares or a
change in a majority of the Board of Directors), voluntarily leave the employ of the Company until the potential acquirer of the Company or control of the Company has terminated his or its efforts to effect a change of control or until a change of control has occurred. The Company believes that the change inof control agreements protect the interests of the Company's shareholdersstockholders by providing financial incentives to executives to represent the best interests of the Company and its shareholdersstockholders during the periods immediately preceding and following a change of control.
In connection with the change of control agreements with Messrs. Koch, Berlin and Selbach, in the event of any termination of an executive'stheir employment (including due to the executive'stheir resignation) within three (3) years ofafter a change of control (other than due to the executive'stheir death or disability or after the executive attainstheir attaining age 65), eachthe change inof control agreement providesagreements provide that the executivethey will be entitled to receive three years' compensation, including bonus, retirement benefits equal to the benefits the executivethey would have received had he or shethey completed three additional years of employment, continuation of all life, accident, health, savings and other fringe benefits for three years and relocation assistance. The three yearthree-year benefit period is reduced if the executive terminatesthey terminate within three years of the date the executivethat they would attain age 65. In addition, the agreements provide that the executivethey will become fully vested in all outstanding stock option and restricted Share awards and outstanding performance Shares will be earned at the maximum level.awards. If any payments to a named executiveMessrs. Koch, Berlin or Selbach are considered excess "parachute payments"1 under Section 280G of the Code and the amount of the excess is more than 15%, of the total parachute payment, the Company is required to provide a tax gross up for the excise taxes the executivehe would be required to pay with respect to the payments.
At its meeting inIn September 2012, the Compensation Committee determined that any future change inof control agreements would provide severance benefits only in the event an executive is terminated without cause or resigns with good reason within three (3) years ofafter a change of control and the severance benefits would not be reduced based on the executive's age. In addition, the Company would not provide any tax gross up for excise taxes assessed against any excess parachute payments. The change of control agreements with Messrs. Roche and Shears contain these revised terms.
From timeThe Potential Payments Upon Termination or Change of Control Table on page 42 shows the estimated amounts that would have been payable to time,the named executives had their employment with the Company enters into employment letter agreements with newly employed senior management employees. All agreements with management employees entered into after September 2011 will includeterminated as a general "claw-back" provision pending the issuanceresult of regulations related to claw-back policies required under the Dodd-Frank Wall Street Reform and Consumer Protection Act.a change of control or otherwise on December 31, 2019.
Internal Revenue Code Section 162(m)
Section 162(m) of the Code limits the amount of compensation paid to the named executives (other than the Chief Financial Officer who is not subject to the Section 162(m) limitation) in any one fiscal year that may be deducted by the Company for federal income tax purposes. The deduction limitation is currently $1 million. "Performance-based compensation" paid under a plan that has been approved
The Tax Cuts and Jobs Act of 2017 expanded the number of individuals covered by the Company's shareholders is not subject to the deduction limitation.
The Company's Incentive Compensation Program has been approved by the Company's shareholders, and the compensation attributable to annual incentive compensation, stock option and performance Share awards under the program is intended to qualify as "performance-based" compensation that is fully deductible and not subject to the Code Section 162(m) deduction limit. Compensation attributable to time-vested restricted Share awards under the program is subject to the deduction limit.
The Committee has not adopted a formal policy that requires all compensation paid to the named executives to be fully deductible.
E. Conclusion
The Compensation Committee has reviewed all components of the Chief Executive Officer's and the other named executives' compensation, including salary, bonus, equityannual and long-term incentive compensation, accumulated realized and unrealized stock option and restricted stockShare gains and the dollar value of all perquisites and other personal benefits as well as the Company's obligations under its pension plans. Based on this review, the Compensation Committee finds the Chief Executive Officer's and the other named executives' total compensation, in the aggregate, to be reasonable and appropriately linked to the Company's performance. The Compensation Committee therefore recommends that shareholdersstockholders vote "FOR""FOR" the say-on-pay advisory voteproposal included as Proposal Two3 in this Proxy Statement.
F. Executive Officer Compensation Disclosure Tables
Summary Compensation Table—This table shows the base salary, annual incentive award and all other compensation paid to the named executives. The table also shows the grant date fair valuevalues of the stock option, restricted Share and performance Share awards made to the named executives and the increase in the present value of the retirement benefit offor each named executive.
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| Name and Principal Position(s) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) | All Other Compensation ($)(4) | Total ($) | Name and Principal Position(s) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($)(3) | Total ($) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| D. Christian Koch | 2016 | $ | 1,000,000 | $ | 0 | $ | 4,928,160 | $ | 1,670,452 | $ | 1,654,300 | $ | 84,793 | $ | 248,004 | $ | 9,585,709 | D. Christian Koch, | 2019 | $ | 1,175,000 | $ | 0 | $ | 4,090,697 | $ | 1,746,387 | $ | 2,163,700 | $ | 193,395 | $ | 209,762 | $9,578,941 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 2015 | $ | 787,000 | $ | 0 | $ | 856,365 | $ | 369,660 | $ | 1,123,700 | $ | 60,162 | $ | 141,622 | $ | 3,338,509 | 2018 | $ | 1,140,000 | $ | 0 | $ | 3,259,476 | $ | 1,432,191 | $ | 1,414,600 | $ | 67,848 | $ | 183,320 | $7,497,435 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 2014 | $ | 691,900 | $ | 0 | $ | 1,789,228 | $ | 283,229 | $ | 902,100 | $ | 56,830 | $ | 29,948 | $ | 3,753,235 | 2017 | $ | 1,100,000 | $ | 0 | $ | 2,550,458 | $ | 1,084,151 | $ | 857,300 | $ | 122,351 | $ | 218,969 | $5,933,229 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Steven J. Ford | 2016 | $ | 677,000 | $ | 0 | $ | 823,610 | $ | 311,608 | $ | 840,000 | $ | 151,785 | $ | 100,834 | $ | 2,904,837 | Robert M. Roche, | 2019 | $ | 628,000 | $ | 0 | $ | 737,262 | $ | 314,680 | $ | 722,800 | $ | 51,237 | $ | 72,553 | $2,526,532 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 2015 | $ | 657,000 | $ | 0 | $ | 713,299 | $ | 307,997 | $ | 827,700 | $ | 136,911 | $ | 66,712 | $ | 2,709,619 | 2018 | $ | 587,000 | $ | 0 | $ | 671,544 | $ | 294,947 | $ | 496,600 | $ | 29,077 | $ | 48,964 | $2,128,132 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 2014 | $ | 625,000 | $ | 0 | $ | 721,620 | $ | 307,836 | $ | 663,300 | $ | 113,883 | $ | 62,185 | $ | 2,493,824 | 2017 | $ | 500,909 | $ | 0 | $ | 1,661,307 | $ | 285,055 | $ | 291,500 | $ | 586 | $ | 301,754 | $3,041,111 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| John W. Altmeyer | 2016 | $ | 786,000 | $ | 0 | $ | 955,307 | $ | 361,738 | $ | 987,400 | $ | 204,364 | $ | 90,508 | $ | 3,385,317 | John E. Berlin, | 2019 | $ | 683,000 | $ | 0 | $ | 800,976 | $ | 342,177 | $ | 741,500 | $ | 209,031 | $ | 43,524 | $2,820,208 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 2015 | $ | 749,000 | $ | 150,700 | $ | 814,764 | $ | 351,648 | $ | 753,600 | $ | 198,737 | $ | 77,493 | $ | 3,095,942 | 2018 | $ | 663,000 | $ | 0 | $ | 758,596 | $ | 333,222 | $ | 584,500 | $ | 66,010 | $ | 12,659 | $2,417,987 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 2014 | $ | 720,000 | $ | 0 | $ | 1,931,340 | $ | 354,658 | $ | 662,700 | $ | 215,389 | $ | 70,799 | $ | 3,954,886 | 2017 | $ | 650,000 | $ | 0 | $ | 753,147 | $ | 320,270 | $ | 159,900 | $ | 156,614 | $ | 16,557 | $2,056,488 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| John E. Berlin | 2016 | $ | 631,000 | $ | 0 | $ | 766,879 | $ | 290,426 | $ | 711,600 | $ | 127,257 | $ | 19,743 | $ | 2,546,905 | Nicholas J. Shears(4), | 2019 | $ | 586,333 | $ | 0 | $ | 632,467 | $ | 115,253 | $ | 821,500 | $ | 578,510 | $ | 52,235 | $2,786,298 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 2015 | $ | 607,000 | $ | 0 | $ | 658,508 | $ | 284,370 | $ | 594,700 | $ | 95,928 | $ | 17,265 | $ | 2,257,771 | Scott C. Selbach, | 2019 | $ | 525,000 | $ | 0 | $ | 616,335 | $ | 263,059 | $ | 604,200 | $ | 53,038 | $ | 70,639 | $2,132,271 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 2014 | $ | 500,000 | $ | 0 | $ | 1,327,296 | $ | 246,269 | $ | 627,800 | $ | 137,854 | $ | 26,880 | $ | 2,866,099 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Scott C. Selbach | 2016 | $ | 420,000 | $ | 0 | $ | 272,511 | $ | 103,135 | $ | 416,900 | $ | 41,673 | $ | 92,319 | $ | 1,346,538 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| David A. Roberts(1) | 2016 | $ | 1,325,000 | $ | 0 | $ | 0 | $ | 0 | $ | 2,192,000 | $ | 422,097 | $ | 462,927 | $ | 4,402,024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 2015 | $ | 1,325,000 | $ | 0 | $ | 4,361,980 | $ | 0 | $ | 2,225,700 | $ | 13,153 | $ | 585,856 | $ | 8,511,689 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 2014 | $ | 1,260,000 | $ | 0 | $ | 4,365,168 | $ | 0 | $ | 1,783,000 | $ | 1,433,645 | $ | 136,516 | $ | 8,978,329 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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volatility, risk-free interest rates, correlation coefficients and dividend reinvestment. The grant date value of $119.30 for the performance Shares awarded on February 3, 2016 was
determined using the $83.31 closing market price of the Company's common stock on the grant date and a similar Monte Carlo simulation and set of assumptions. The grant datefair values of the performance Share awards assuming the maximum number of performance Shares would be earned at the end of the three yearthree-year performance period based on the closing market pricesprice of the Company's common stocka Common Share on the grant datesdate would have been:been as follows: Mr. Koch, $3,500,376,$3,485,453; Mr. Ford $677,310, Mr. Altmeyer $785,613,Roche, $628,179; Mr. Berlin, $630,657$682,466; Mr. Shears, $230,443; and Mr. Selbach, $224,104.$525,145.
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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| Name | Present Value of Carlisle Retirement and Supplemental Pension Plan Benefits | "Above Market" Supplemental 401(k) Plan Earnings | Total | Name | Change in Present Value of Retirement Plan and Supplemental Pension Plan Benefits | "Above Market" Supplemental 401(k) Plan Earnings | Total | ||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | $ | 84,793 | $ | 0 | $ | 84,793 | Mr. Koch | $ | 193,230 | $ | 165 | $ | 193,395 | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Ford | $ | 126,746 | $ | 25,039 | $ | 151,785 | Mr. Roche | $ | 41,916 | $ | 9,321 | $ | 51,237 | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Altmeyer | $ | 171,857 | $ | 32,507 | $ | 204,364 | Mr. Berlin | $ | 209,031 | $ | 0 | $ | 209,031 | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| Mr. Berlin | $ | 127,257 | $ | 0 | $ | 127,257 | Mr. Shears | $ | 561,224 | $ | 17,286 | $ | 578,510 | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Selbach | $ | 41,489 | $ | 184 | $ | 41,673 | Mr. Selbach | $ | 50,822 | $ | 2,216 | $ | 53,038 | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Roberts | $ | 404,366 | $ | 17,731 | $ | 422,097 | |||||||||||||||||||||||||||||||
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| Mr. Koch | Mr. Ford | Mr. Altmeyer | Mr. Berlin | Mr. Selbach | Mr. Roberts | Mr. Koch | Mr. Roche | Mr. Berlin | Mr. Shears | Mr. Selbach | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
| Matching Contributions to the 401(k) Plan | $ | 10,600 | $ | 10,600 | $ | 10,600 | $ | 10,600 | $ | 10,600 | $ | 10,600 | Matching Contributions to the 401(k) & HSA Plans | $ | 11,200 | $ | 13,750 | $ | 11,200 | $ | 13,785 | $ | 13,150 | |||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Matching Contributions to the Supplemental 401(k) Plan | $ | 84,948 | $ | 60,188 | $ | 67,612 | $ | 0 | $ | 33,208 | $ | 142,028 | Matching Contributions to the Supplemental 401(k) Plan | $ | 103,584 | $ | 44,984 | $ | 0 | $ | 30,899 | $ | 37,427 | |||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Physical Examination | $ | 2,513 | $ | 0 | $ | 712 | $ | 2,677 | $ | 2,025 | $ | 7,117 | Physical Examination | $ | 0 | $ | 6,290 | $ | 15,354 | $ | 1,635 | $ | 4,567 | |||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Reimbursement of Tax Return Preparation and Financial Advisory Services Fees | $ | 12,800 | $ | 3,950 | $ | 11,584 | $ | 6,466 | 3,500 | $ | 53,182 | Reimbursement of Tax Return Preparation and Financial Advisory Services Fees | $ | 38,267 | $ | 1,495 | $ | 10,759 | $ | 3,832 | $ | 4,384 | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Charitable Contribution Made by the Company in the Name of the Executive under the Carlisle Matching Gifts for Education Program | $ | 55,000 | $ | 0 | $ | 0 | $ | 0 | $ | 10,000 | $ | 250,000 | Charitable Contribution Made by the Company in the Name of the Executive under the Carlisle Matching Gifts for Education Program | $ | 35,000 | $ | 2,500 | $ | 0 | $ | 0 | $ | 10,000 | |||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| Reimbursement of Relocation Expenses | $ | 34,099 | $ | 6,535 | $ | 0 | $ | 0 | $ | 14,605 | $ | 0 | Supplemental Long-Term Disability Insurance | $ | 21,711 | $ | 3,534 | $ | 6,211 | $ | 2,084 | $ | 1,111 | |||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Tax-Gross Up on Taxable Reimbursement of Relocation Expenses | $ | 33,044 | $ | 4,561 | $ | 0 | $ | 0 | $ | 3,381 | $ | 0 | Total | $ | 209,762 | $ | 72,553 | $ | 43,524 | $ | 52,235 | $ | 70,639 | |||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Relocation Bonus Payment | $ | 15,000 | $ | 15,000 | $ | 0 | $ | 0 | $ | 15,000 | $ | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||
| Total | $ | 248,004 | $ | 100,834 | $ | 90,508 | $ | 19,743 | $ | 92,319 | $ | 462,927 | ||||||||||||||||||||||||||||||||||||||||||||||||||
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Grants of Plan-Based Awards Table—This table presents the threshold, target and maximum annual incentive awardawards the named executives could have earned for 20162019 and the restricted Share,Shares, performance ShareShares and stock options awarded to the named executives during 2016.2019. The annual incentive awards earned by the named executives for 20162019 are reported in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation table.Table.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Grant | Estimated Future Payouts under Non-Equity Incentive Plan Awards | Estimated Future Payouts under Equity Incentive Plan Awards(1)(5) | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option | Estimated Future Payouts under Non-Equity Incentive Plan Awards | Estimated Future Payouts under Equity Incentive Plan Awards(1)(2) | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||
| Name | Date | Threshold($) | Target($) | Maximum($) | Threshold(#) | Target(#) | Maximum(#) | or Units(#)(2)(5) | Options(#)(3)(5) | ($/Sh) | Awards(4)(5) | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#)(2)(3) | Options (#)(2)(4) | Awards ($/Sh) | Awards ($)(5) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | $ | 500,000 | $ | 1,000,000 | $ | 2,000,000 | Mr. Koch | $ | 705,000 | $ | 1,410,000 | $ | 2,820,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 01/01/16 | 16,913 | $ | 1,500,014 | 02/05/2019 | 15,730 | $ | 1,742,727 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 01/01/16 | 4,229 | 8,457 | 16,914 | $ | 995,812 | 02/05/2019 | 7,865 | 15,730 | 31,460 | $ | 2,347,970 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 01/01/16 | 30,928 | $ | 88.69 | $ | 750,004 | 02/05/2019 | 82,885 | $ | 110.79 | $ | 1,746,387 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| 02/03/16 | 12,005 | $ | 1,000,137 | Mr. Roche | $ | 235,500 | $ | 471,000 | $ | 942,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 02/03/16 | 6,002 | 12,005 | 24,010 | $ | 1,432,197 | 02/05/2019 | 2,835 | $ | 314,090 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 02/03/16 | 48,015 | $ | 83.31 | $ | 920,448 | 02/05/2019 | 1,418 | 2,835 | 5,670 | $ | 423,172 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| Mr. Ford | $ | 253,875 | $ | 507,750 | $ | 1,015,500 | 02/05/2019 | 14,935 | $ | 110.79 | $ | 314,680 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 02/03/16 | 4,065 | $ | 338,655 | Mr. Berlin | $ | 256,125 | $ | 512,250 | $ | 1,024,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 02/03/16 | 2,032 | 4,065 | 8,130 | $ | 484,955 | 02/05/2019 | 3,080 | $ | 341,233 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | ��� | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 02/03/16 | 16,255 | $ | 83.31 | $ | 311,608 | 02/05/2019 | 1,540 | 3,080 | 6,160 | $ | 459,742 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Mr. Altmeyer | $ | 294,750 | $ | 589,500 | $ | 1,179,000 | 02/05/2019 | 16,240 | $ | 110.79 | $ | 342,177 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| 02/03/16 | 4,715 | $ | 392,807 | Mr. Shears | $ | 205,500 | $ | 411,000 | $ | 822,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 02/03/16 | 2,357 | 4,715 | 9,430 | $ | 562,500 | 02/05/2019 | 1,040 | $ | 115,222 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 02/03/16 | 18,870 | $ | 83.31 | $ | 361,738 | 05/01/2019 | 2,583 | $ | 362,007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Mr. Berlin | $ | 236,625 | $ | 473,250 | $ | 946,500 | 02/05/2019 | 520 | 1,040 | 2,080 | $ | 155,238 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 02/03/16 | 3,785 | $ | 315,328 | 02/05/2019 | 5,470 | $ | 110.79 | $ | 115,253 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 02/03/16 | 1,892 | 3,785 | 7,570 | $ | 451,551 | Mr. Selbach | $ | 196,875 | $ | 393,750 | $ | 787,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 02/03/16 | 15,150 | $ | 83.31 | $ | 290,426 | 02/05/2019 | 2,370 | $ | 262,572 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ��� | | | ||||||||
| Mr. Selbach | $ | 126,000 | $ | 252,000 | $ | 504,000 | 02/05/2019 | 1,185 | 2,370 | 4,740 | $ | 353,763 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 02/03/16 | 1,345 | $ | 112,052 | 02/05/2019 | 12,485 | $ | 110.79 | $ | 263,059 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| 02/03/16 | 672 | 1,345 | 2,690 | $ | 160,459 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 02/03/16 | 5,380 | $ | 83.31 | $ | 103,135 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mr. Roberts | $ | 662,500 | $ | 1,325,000 | $ | 2,650,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | ||||
|---|---|---|---|---|---|---|---|---|
| | | | | | | | | |
| Relative Total | Percentage of Performance Shares Earned | ||||||
| | | | | | | | | |
| Below 25th percentile | 0% | ||||||
| | | | | | | | | |
| 25th percentile | 50% | ||||||
| | | | | | | | | |
| 50th percentile | 100% | ||||||
| | | | | | | | | |
| 75th percentile or above | 200% | ||||||
| | | | | | | | | |
If the Company's total shareholderstockholder return falls between the 25th and 50th percentilepercentiles or between the 50th and 75th percentile,percentiles, the number of performance Shares earned will be determined by linear interpolation. Dividends will accrue during the three yearthree-year performance period and will be paid on performance Shares that are earned. In the event ofthe named executive's employment is terminated without cause or the named executive resigns with good reason within three years after a change inof control of the Company, outstanding performance Shares will be earned at the maximum level. The performance Shares held by a named executive will remain outstandingandoutstanding and will be earned based on the Company's relative total shareholderstockholder return performance in the event of an involuntarya termination of employment of the named executive by the Company without cause in accordance with the original three-year vesting schedule and remain exercisable until their expiration dates.cause.
Outstanding Equity Awards at Fiscal Year-End Table—This table presents information about unvested restricted Share, stock option and performance Share awards held by the named executives on December 31, 2016.2019.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ��� | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Option Awards | Stock Awards | Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||
| Mr. Koch | 0 | 48,015 | (5) | $ | 83.31 | 02/02/26 | 46,717 | $ | 5,152,418 | 40,924 | $ | 4,513,508 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 0 | 30.928 | (6) | $ | 88.69 | 12/31/25 | 8,440 | $ | 930,848 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5,815 | 11,630 | (7) | $ | 92.46 | 02/03/25 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9,860 | 4,930 | (8) | $ | 73.08 | 02/04/24 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 15,720 | 0 | $ | 64.80 | 02/05/23 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 14,535 | 0 | $ | 49.56 | 01/31/22 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||
| Mr. Ford | 0 | 16,255 | (5) | $ | 83.31 | 02/02/26 | 7,580 | $ | 835,998 | 8,130 | $ | 896,658 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4,845 | 9,690 | (7) | $ | 92.46 | 02/03/25 | 7,030 | $ | 775,339 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10,717 | 5,358 | (8) | $ | 73.08 | 02/04/24 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 17,145 | 0 | $ | 64.80 | 02/05/23 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 19,150 | 0 | $ | 49.56 | 01/31/22 | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| Mr. Altmeyer | 0 | 18,870 | (5) | $ | 83.31 | 02/02/26 | 21,687 | $ | 2,391,859 | 9,430 | $ | 1,040,035 | Mr. Koch | 0 | 82,885 | (5) | $ | 110.79 | 02/04/2029 | 45,748 | $ | 7,403,856 | 15,730 | $ | 2,545,743 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5,532 | 11,063 | (7) | $ | 92.46 | 02/03/25 | 8,030 | $ | 885,629 | 20,143 | 40,287 | (6) | $ | 108.72 | 02/05/2028 | 13,105 | $ | 2,120,913 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 12,347 | 6,173 | (8) | $ | 73.08 | 02/04/24 | 29,417 | 14,708 | (7) | $ | 107.73 | 02/07/2027 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 19,575 | 0 | $ | 64.80 | 02/05/23 | 48,015 | 0 | $ | 83.31 | 02/02/2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| Mr. Berlin | 0 | 15,150 | (5) | $ | 83.31 | 02/02/26 | 16,091 | $ | 1,774,676 | 7,570 | $ | 834,895 | Mr. Roche | 0 | 14,935 | (5) | $ | 110.79 | 02/04/2029 | 5,535 | $ | 895,784 | 2,835 | $ | 458,816 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4,473 | 8,947 | (7) | $ | 92.46 | 02/03/25 | 6,490 | $ | 715,782 | 4,148 | 8,297 | (6) | $ | 108.72 | 02/05/2028 | 2,700 | $ | 436,968 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8,573 | 4,287 | (8) | $ | 73.08 | 02/04/24 | 8,087 | 4,043 | (8) | $ | 105.03 | 02/14/2027 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| Mr. Selbach | 0 | 5,380 | (5) | $ | 83.31 | 02/02/26 | 2,500 | $ | 275,725 | 2,690 | $ | 296,680 | Mr. Berlin | 0 | 16,240 | (5) | $ | 110.79 | 02/04/2029 | 6,130 | $ | 992,079 | 3,080 | $ | 498,467 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1,590 | 3,180 | (7) | $ | 92.46 | 02/03/25 | 2,310 | $ | 254,770 | 4,687 | 9,373 | (6) | $ | 108.72 | 02/05/2028 | 3,050 | $ | 493,612 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3,476 | 1,739 | (8) | $ | 73.08 | 02/04/24 | 8,690 | 4,345 | (7) | $ | 107.73 | 02/07/2027 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
| Mr. Shears | 0 | 5,470 | (5) | $ | 110.79 | 02/04/2029 | 4,383 | $ | 709,345 | 1,040 | $ | 168,314 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1,168 | 2,337 | (6) | $ | 108.72 | 02/05/2028 | 760 | $ | 122,998 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2,143 | 1,072 | (7) | $ | 107.73 | 02/07/2027 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5,485 | 0 | $ | 64.80 | 02/05/23 | 3,495 | 0 | $ | 83.31 | 02/02/2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| Mr. Roberts | 36,533 | 0 | $ | 18.57 | 02/03/19 | 21,495 | $ | 2,370,684 | 42,990 | $ | 4,741,367 | Mr. Selbach | 0 | 12,485 | (5) | $ | 110.79 | 02/04/2029 | 3,465 | $ | 560,776 | 2,370 | $ | 383,561 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1,682 | 3,363 | (6) | $ | 108.72 | 02/05/2028 | 1,095 | $ | 177,215 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3,087 | 1,543 | (7) | $ | 107.73 | 02/07/2027 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Number of Shares Becoming Vested On: | Number of Shares Becoming Vested On: | |||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| May 5, 2017 | May 19, 2017 | June 1, 2017 | December 31, 2017 | December 31, 2018 | December 31, 2020 | Name | January 1, 2021 | January 1, 2022 | May 2, 2022 | |||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Mr. Koch | 13,579 | 0 | 0 | 4,220 | 12,005 | 16,913 | Mr. Koch | 30,018 | 15,730 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Mr. Ford | 0 | 0 | 0 | 3,515 | 4,065 | 0 | Mr. Roche | 2,700 | 2,835 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Mr. Altmeyer | 0 | 0 | 12,957 | 4,015 | 4,715 | 0 | Mr. Berlin | 3,050 | 3,080 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Mr. Berlin | 0 | 9,061 | 0 | 3,245 | 3,785 | 0 | Mr. Shears | 760 | 1,040 | 2,583 | ||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Mr. Selbach | 0 | 0 | 0 | 1,155 | 1,345 | 0 | Mr. Selbach | 1,095 | 2,370 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Mr. Roberts | 0 | 0 | 0 | 21,495 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
stockholder return of the companies comprising the S&P MidCap 400 MidCap Index® over the three yearthree-year performance periods in accordance with the following table:
| | | | | | | | | |
| Relative Total | Percentage of Performance Shares Earned | ||||||
| | | | | | | | | |
| Below 25th percentile | 0% | ||||||
| | | | | | | | | |
| 25th percentile | 50% | ||||||
| | | | | | | | | |
| 50th percentile | 100% | ||||||
| | | | | | | | | |
| 75th percentile or above | 200% | ||||||
| | | | | | | | | |
Stock Options vest at the rate
Option Exercises and Stock Vested Table—This table presents information about stock options exercised by the named executives and the number and value of stock awards that became vested in the named executives during 2016.2019.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Option Awards | Stock Awards | Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | ||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | 32,779 | $ | 1,647,308 | 10,231 | (3) | $ | 1,128,377 | Mr. Koch | 93,418 | $ | 6,433,561 | 28,779 | $ | 4,657,593 | |||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Mr. Ford | 62,075 | $ | 3,889,952 | 11,115 | (3) | $ | 1,225,873 | Mr. Roche(3) | 0 | $ | 0 | 12,414 | $ | 1,816,642 | |||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| Mr. Altmeyer | 128,520 | $ | 9,613,694 | 12,805 | (3) | $ | 1,412,263 | Mr. Berlin | 15,150 | $ | 620,052 | 8,499 | $ | 1,375,478 | |||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Mr. Berlin | 13,575 | $ | 511,778 | 8,892 | $ | 980,699 | Mr. Shears | 10,305 | $ | 712,027 | 4,100 | $ | 614,184 | ||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Selbach | 36,085 | $ | 2,697,440 | 3,601 | $ | 397,154 | Mr. Selbach | 20,850 | $ | 872,651 | 3,017 | $ | 488,271 | ||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Mr. Roberts | 261,207 | $ | 19,888,402 | 67,236 | $ | 7,415,458 | |||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||
Pension Benefits Table—This table provides the actuarial present value of each named executive's accumulated benefit under the Retirement Plan for Employees of Carlisle Corporation (the "Retirement Plan") and the Carlisle Corporation Supplemental Pension Plan (the "Supplemental Pension Plan").Plan.
The Retirement Plan provides benefits under a cash balance benefit accrual formula. Under the formula, participants accumulate a cash balance benefit based upon a percentage of compensation allocationcredits made annually to the participants' cash balance accounts. The allocation percentageamount of the compensation credits ranges from 3%3.0% to 7.5% of total base salary and annual bonus (including amounts deferred under the 401(k) Plan and Section 125 of the Code), depending on each participant's years of service. The cash balance account is further credited with interest annually. The interest credit is based on the One YearOne-Year Treasury Constant Maturities as published in the Federal Reserve Statistical Release over the one yearone-year period ending on the December 31st31st immediately preceding the applicable plan year. The interest rate for the plan year ending December 31, 20162019 was 4%4.0%. The Retirement Plan was closed to new participants effective December 31, 2004. No employees hired on or after January 1, 2005 are eligible to participate in the Retirement Plan.
The benefits under the Supplemental Pension Plan are equal to the difference between the benefits that would have been payable under the Retirement Plan without regard to the compensation limitation imposed by the Code on the amount of compensation that may be taken into account under the Retirement Plan or the limitation on participation in the Retirement Plan that became effective on January 1, 2005 and the actual benefits payable under the Retirement Plan as so limited.
Benefits under the Retirement Plan are payable as a monthly annuity or in a lump sum payment. Vested benefits under the Supplemental Pension Plan are payable only in the form of a monthly annuity. The benefits under the Retirement Plan become vested after the executive completes 5five years of vesting service, or, if earlier, the date the executive terminates employment due to death or disability. The benefits under the Supplemental Pension Plan become vested after the executive
completes ten10 years of vesting service, and retires at or after age 55, or, if earlier, the date the executive terminates employment due to death or disability.
Mr. Roberts will receive a retirement benefit under the Supplemental Pension Plan commencing as of January 1, 2017 in the form of a joint and 50% survivor annuity that will pay $38,257 per month to Mr. Roberts for life and a contingent survivor annuity of $19,128 per month to Mr. Roberts' wife for life. The present value of the benefit is shown in the table below.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | Name | Plan Name | Number of Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | ||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| Mr. Koch | Retirement Plan | n/a | n/a | n/a | Mr. Koch | Retirement Plan | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||||||
| Supplemental Pension Plan | 7.92 | $ | 306,461 | $ | 0 | Supplemental Pension Plan | 10.92 | $ | 689,656 | $ | 0 | ||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| Mr. Ford | Retirement Plan | 20.50 | $ | 271,374 | $ | 0 | Mr. Roche | Retirement Plan | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||||
| Supplemental Pension Plan | 20.50 | $ | 565,411 | $ | 0 | Supplemental Pension Plan | 1.83 | $ | 65,397 | $ | 0 | ||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Mr. Altmeyer | Retirement Plan | 26.58 | $ | 377,020 | $ | 0 | Mr. Berlin | Retirement Plan | 29.00 | $ | 493,958 | $ | 0 | ||||||||||||||||||||||||||||||||
| Supplemental Pension Plan | 26.58 | $ | 1,135,128 | $ | 0 | Supplemental Pension Plan | 29.00 | $ | 810,916 | $ | 0 | ||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| Mr. Berlin | Retirement Plan | 26.00 | $ | 360,355 | $ | 0 | Mr. Shears | Retirement Plan | 34.75 | $ | 551,734 | $ | 0 | ||||||||||||||||||||||||||||||||
| Supplemental Pension Plan | 26.00 | $ | 512,864 | $ | 0 | Supplemental Pension Plan | 34.75 | $ | 498,435 | $ | 0 | ||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Mr. Selbach | Retirement Plan | n/a | n/a | n/a | Mr. Selbach | Retirement Plan | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||||||
| Supplemental Pension Plan | 10.75 | $ | 230,123 | $ | 0 | Supplemental Pension Plan | 13.75 | $ | 368,718 | $ | 0 | ||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| Mr. Roberts | Retirement Plan | n/a | n/a | n/a | |||||||||||||||||||||||||||||||||||||||||
| Supplemental Pension Plan | 9.58 | $ | 6,483,422 | $ | 0 | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
Nonqualified Deferred Compensation Table—The followingThis table provides information about contributions and earnings credited to the accounts of the named executive officers under the Company's supplemental 401(k)Nonqualified Deferred Compensation Plan during 2016.2019.
The Supplemental 401(k)Nonqualified Deferred Compensation Plan provides covered officers,employees, including the named executive officers, the opportunity to defer salary, annual incentive compensation, restricted Shares and performance Shares. With respect to compensation that could not be deferred under the tax-qualified 401(k) Plan due to the Code limitations that apply to the 401(k) Plan. ThePlan, the Company provides a matching contribution equal to 100% of the first 4% of base salary and annual incentive compensation deferred under the Supplementalsupplemental 401(k) Plan. Each participant in the Supplementalsupplemental 401(k) Plan may direct the "deemed investment"deferrals of hisbase salary or her accountannual incentive compensation and the matching contributions among the different investment fundsoptions offered by the Company from time to time. The investment options currently include (i) a fixed rate fund (ii) a Companyand various stock fund and (iii) investment options thatindex funds. Any restricted Shares or performance Shares deferred are similarcredited in-kind to most of the options available under the Company's 401(k) Plan.participant's account. All amounts credited to a participant's account under the Supplementalsupplemental 401(k) Plan are 100% vested and will be paid in a lump sum or installments in accordance with the participant's election after the participant terminates employment with the Company. Distributions of restricted Shares and performance Shares are made in-kind. In the event the participant dies or becomes disabled while employed by the Company, terminates employment before attaining the age of 60 or within one year after a change of control of the Company, all restricted Shares and performance Shares will be distributed in-kind and all other amounts credited to the participant's account will be distributed in a lump sum in accordance with the
terms of the Nonqualified Deferred Compensation Plan. A participant may also elect to receive one or more in-service distributions.
| | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Name | | Executive Contributions in Last FY ($)(1) | | Registrant Contributions in Last FY ($)(2) | | Aggregate Earnings (Losses) in Last FY ($)(3) | | Aggregate Withdrawals/ Distributions ($) | | Aggregate Balance at Last FYE ($)(4) | | Name | | Executive Contributions in Last FY ($)(1) | | Registrant Contributions in Last FY ($)(2) | | Aggregate Earnings (Losses) in Last FY ($)(3) | | Aggregate Withdrawals/ Distributions ($) | | Aggregate Balance at Last FYE ($)(4) | | ||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | $ | 84,948 | $ | 84,948 | $ | 46,466 | $ | 71,443 | $ | 294,617 | Mr. Koch | $ | 103,584 | $ | 103,584 | $ | 76,529 | $ | 288,959 | $ | 421,456 | ||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Ford | $ | 583,100 | $ | 60,188 | $ | 85,193 | $ | 0 | $ | 2,453,271 | Mr. Roche | $ | 205,210 | $ | 44,984 | $ | 55,751 | $ | 0 | $ | 2,380,487 | ||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| Mr. Altmeyer | $ | 947,410 | $ | 67,612 | $ | 110,430 | $ | 0 | $ | 3,254,182 | Mr. Berlin | $ | 0 | $ | 0 | $ | 1,800 | $ | 0 | $ | 161,840 | ||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| Mr. Berlin | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | Mr. Shears | $ | 256,866 | $ | 30,899 | $ | 99,624 | $ | 0 | $ | 2,719,733 | ||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Selbach | $ | 33,208 | $ | 33,208 | $ | 33,267 | $ | 0 | $ | 270,052 | Mr. Selbach | $ | 37,427 | $ | 37,427 | $ | 119,736 | $ | 0 | $ | 4,039,608 | ||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| Mr. Roberts | $ | 142,028 | $ | 142,028 | $ | 60,397 | $ | 0 | $ | 1,705,603 | |||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||
| | | | | | | | | | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | |
| | Name | | Prior Years' Proxy Statements | | 2017 Annual Meeting Proxy Statement (see Table on page 31) | | Total | | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | $ | 153,328 | $ | 169,896 | $ | 323,224 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Ford | $ | 1,617,899 | $ | 668,327 | $ | 2,286,226 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Altmeyer | $ | 2,003,698 | $ | 1,047,529 | $ | 3,051,227 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Selbach | $ | 0 | $ | 66,600 | $ | 66,600 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Roberts | $ | 1,277,391 | $ | 301,787 | $ | 1,579,178 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
The amounts shown in this table include only deferred salary and annual incentive compensation and do not include deferred performance or restricted Shares. As of December 31, 2016, the named executives had the following number of deferred Shares credited to their accounts under the Supplemental 401(k) Plan with the following values based on the closing market value of the Shares on December 30, 2016 of $110.29.
| | | | | | | | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | |
| | Name | | Number of Deferred Shares | | Value of Deferred Shares | | ||||||||
| | | | | | | | | | | | | | | |
| Mr. Koch | 904 | $ | 99,702 | ||||||||||
| | | | | | | | | | | | | | | |
| Mr. Ford | 58,609 | $ | 6,463,987 | ||||||||||
| | | | | | | | | | | | | | | |
| Mr. Altmeyer | 94,464 | $ | 10,418,435 | ||||||||||
| | | | | | | | | | | | | | | |
| Mr. Berlin | 1,000 | $ | 110,290 | ||||||||||
| | | | | | | | | | | | | | | |
| Mr. Selbach | 21,392 | $ | 2,359,324 | ||||||||||
| | | | | | | | | | | | | | | |
| Mr. Roberts | 55,680 | $ | 6,140,947 | ||||||||||
| | | | | | | | | | | | | | | |
Potential Payments Upon Termination or Change-in-ControlChange of Control Table—The followingThis table shows the estimated amounts that would have been payable to the named executives (other than Mr. Roberts who retired as Executive Chairman effective December 30, 2016) under the change inof control agreements described on page 29pages 32 through 33 if a change of control of the Company had occurred on December 31, 20162019 and the named executives' employment with the Company was terminated without causeunder the terms of their respective change of control agreement immediately thereafter. Footnotes 3, 4 and 5 below also describe vesting of stock options, restricted Shares and performance Shares if the named executives' employment with the Company had otherwise terminated on December 31, 2019 as result of death, disability, retirement or termination without cause.
| | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Severance Benefit ($)(1) | Continued Participation in Health and Other Welfare Benefit Plans and Fringe Benefits ($)(2) | Vesting of Stock Options ($)(3) | Vesting of Restricted Shares ($)(4) | Vesting of Performance Shares ($)(5) | Special Retirement Benefits ($)(6) | Excise Tax Gross Up (Reduction in Payments) ($)(7) | Total ($) | ||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | $ | 10,016,100 | $ | 349,000 | $ | 7,167,175 | $ | 7,403,856 | $ | 9,333,312 | $ | 795,077 | $ | 10,434,534 | $ | 45,499,054 | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Roche | $ | 4,052,400 | $ | 99,000 | $ | 1,432,851 | $ | 895,784 | $ | 1,791,568 | $ | 297,774 | $ | 0 | $ | 8,569,377 | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Berlin | $ | 4,273,500 | $ | 168,000 | $ | 1,562,054 | $ | 992,079 | $ | 1,984,158 | $ | 354,113 | $ | 0 | $ | 9,333,904 | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Shears | $ | 4,240,500 | $ | 95,000 | $ | 461,391 | $ | 709,345 | $ | 582,624 | $ | 450,814 | $ | 0 | $ | 6,539,674 | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Selbach | $ | 1,129,087 | $ | 39,000 | $ | 899,494 | $ | 560,776 | $ | 1,121,552 | $ | 105,145 | $ | 0 | $ | 3,855,054 | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Severance Benefit | Estimated Value of Continued Participation in Health and other Welfare Benefit Plans | Vesting of Stock Options(1) | Vesting of Restricted Stock(2) | Vesting of Performance Shares(3) | Vesting of Supplemental Pension Plan Benefit(4) | Excise Tax Gross-Up (Reduction in Payments) | Total | ||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | $ | 7,962,900 | $ | 30,000 | $ | 2,354,298 | $ | 5,152,418 | $ | 5,444,356 | $ | 306,461 | $ | 7,782,528 | $ | 29,032,961 | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Ford | $ | 4,551,000 | $ | 30,000 | $ | 810,704 | $ | 835,998 | $ | 1,671,997 | $ | 0 | $ | 0 | $ | 7,899,699 | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Altmeyer | $ | 5,320,200 | $ | 30,000 | $ | 936,063 | $ | 2,391,859 | $ | 1,925,664 | $ | 0 | $ | 0 | $ | 10,603,786 | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Berlin | $ | 4,027,800 | $ | 30,000 | $ | 727,791 | $ | 1,774,676 | $ | 1,550,677 | $ | 0 | $ | 0 | $ | 8,110,944 | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Selbach | $ | 2,415,276 | $ | 30,000 | $ | 266,560 | $ | 275,725 | $ | 551,450 | $ | 0 | $ | 0 | $ | 3,539,011 | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | �� | | |
Following termination of employment, the named executive officers receive retirement benefits and nonqualified deferred compensation benefits under the Retirement Plan, the Supplemental Pension Plan, the Nonqualified Deferred Compensation Plan and the supplemental 401(k) Plan. The value of those benefits as of December 31, 2019 is set forth in the sections above entitled "Pension Benefits Table" and "Nonqualified Deferred Compensation Table." There are payableno special or enhanced benefits provided under those plans in an annuity formconnection with a change of control of the Company, except if a named executive officer terminates employment within one year after retirement from employment with the Company. Note 13 a change of control, all amounts credited
to the Company's consolidated financial statements includednamed executive officer's account under the supplemental 401(k) Plan will be distributed in a lump sum even if the 2016 Annual Report on Form 10-K includes the valuation assumptions and other information relatingofficer had previously elected to the Supplemental Pension Plan.
G. Pay Ratio Disclosure
The SEC rules require the Company to disclose annually: (i) the median annual total compensation of all employees of the Company (excluding Mr. Koch, the Company's principal executive officer); (ii) the annual total compensation of Mr. Koch; and (iii) the ratio of Mr. Koch's annual total compensation to the median annual total compensation of all other employees.
Based on the methodology and material assumptions described below, the Company has estimated these amounts to be as follows:
Median annual total compensation of all employees (excluding Mr. Koch) | $ | 64,629 | ||
Annual total compensation of Mr. Koch | $ | 9,578,941 | ||
Ratio of Mr. Koch's annual total compensation to the median annual total compensation of all other employees | 148:1 |
For 2019, the Company used the same median employee selected in 2017 to determine the median annual total compensation of all employees (excluding Mr. Koch). To determine the median employee in 2017, the Company compiled a list of all employees (excluding Mr. Koch) as of October 2, 2017, sorted the list of employees by their annualized gross compensation rates as of October 2, 2017 and selected the employee with the median annualized gross compensation amount. The Company did not include in the compensation rates the value of Company-provided benefits such as retirement and medical and life insurance benefits. As of October 2, 2017, the Company employed 14,181 persons, of which 7,698 employees were employed in foreign countries. The compensation of employees in foreign countries was converted to an equivalent U.S. dollar amount using foreign exchange rates on October 2, 2017. During 2019, the Company added approximately 1,476 new employees from acquisitions it completed during the year and reduced employment by approximately 350 employees as a result of plant closures. Based on demographic analysis, the Company reasonably believes that such change in employee population or any change in employee compensation arrangements did not significantly affect the Company's pay ratio disclosure for 2019.
The annual total compensation of Mr. Koch is the total amount of his compensation presented in the Summary Compensation Table on page 34. The Company calculated the annual total compensation of the median employee using the same rules applicable to the completion of the Summary Compensation Table for Mr. Koch and the other named executives.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Gregg A. Ostrander, Robin J. Adams, Robert G. Bohn, Terry D. Growcock andGregg A. Ostrander, Corrine D. Ricard and Jesse G. Singh served on the Compensation Committee for the fiscal year ended December 31, 2016.in 2019. None of the directors who served on the Compensation Committee during 2016in 2019 has ever served as one of the Company's officers or employees or had any interlocking relationships requiringrelationship with the Company or any of its subsidiaries since the beginning of 2019 pursuant to which disclosure would be required under applicablethe SEC rules and regulations.pertaining to the disclosure of transactions with related persons. During 2016,2019, none of the Company's executive officers served as a director or a member of the compensation committee (or other committee performing similarequivalent functions) of any other entity one of whosewhich an executive officersofficer of such other entity served as a director ofon the Company.Board or its Compensation Committee.
REPORT OF THE
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation"Compensation Discussion and AnalysisAnalysis" section included in this Proxy Statement with management of the Company. Basedand, based on such review and discussion, the Compensation Committeediscussions, recommended to the Board of Directors that the Compensation"Compensation Discussion and AnalysisAnalysis" section be included in this Proxy Statement and in the Company's Annual Report on Form 10-K for the last fiscal year for filing with the SEC.ended December 31, 2019.
| CARLISLE COMPANIES INCORPORATED COMPENSATION COMMITTEE | ||
Robin J. Adams, Chairman Robert G. Bohn Corrine D. Ricard Jesse G. Singh |
The Audit Committee of the Board of Directors of the Company is comprised of foursix non-employee directors. The Board has made a determination that the members of the Audit Committee satisfy the requirements of the New York Stock ExchangeNYSE as to independence, financial literacy and experience. The responsibilities of the Audit Committee are set forth in the Charter of the Audit Committee, which is reviewed annually by the Committee.committee.
The Audit Committee has the sole authority to appoint and terminate the engagement of the Company's independent auditors of the Company and its subsidiaries.registered public accounting firm. The Audit Committee also reviews the arrangements for and the results of the auditors'independent registered public accounting firm's examination of the Company's books and records, internal accounting control procedures, the activities and recommendations of the Company's internal auditors, and the Company's accounting policies, control systems and compliance activities. The Board has determined that Robin J. Adams, James D. Frias, Gregg A. Ostrander and Lawrence A. Sala and Jesse G. Singh are "audit committee financial experts" as defined by the rules of the Securities and Exchange Commission.SEC rules. Below is a report on the Audit Committee's activities relating to fiscal year 2016.2019.
Review of Audited Consolidated Financial Statements with Management
The Audit Committee has reviewed and discussed with management the audited consolidated financial statements withincluded in the managementCompany's Annual Report on Form 10-K for the year ended December 31, 2019.
Review ofAudited Consolidated Financial Statements and Other Matters with Independent Registered Public Accounting Firm
The Audit Committee has discussed with the Company's independent registered public accounting firm the audited consolidated financial statements and the matters required to be discussed by Auditing Standard No. 16, "Communications with Audit Committees," as adopted byapplicable requirements of the Public Company Accounting Oversight Board (the "PCAOB"). and the SEC. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant'sregistered public accounting firm's communications with the Audit Committee concerning independence, and has discussed with the independent accountants the independent accountant'sregistered public accounting firm its independence. In concluding that such firm is independent, the Audit Committee considered, among other factors, whether the non-audit services provided by such firm were compatible with its independence. See "Fees Paid to Independent Registered Public Accounting Firm" below.
Recommendation that Audited Consolidated Financial Statements be Included in Annual Report
Based on the reviews, discussions and discussionsdisclosures referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for the year ended December 31, 2019 be included in the Company's Annual Report on Form 10-K for the last fiscal year for filing with the SEC.such year.
| CARLISLE COMPANIES INCORPORATED AUDIT COMMITTEE | ||
James D. Frias, Chairman Robin J. Adams Corrine D. Ricard Lawrence A. Sala Jesse G. Singh |
FEES PAID TO PROPOSAL 2:
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The aggregateAudit Committee of the Board of Directors has appointed Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for 2020. Deloitte & Touche LLP has served as the Company's independent registered public accounting firm since 2017. The Audit Committee reviewed and discussed the performance of Deloitte & Touche LLP for 2019 prior to its appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for 2020.
The Company expects that representatives of Deloitte & Touche LLP will be present at the Annual Meeting, and the representatives will have an opportunity to make a statement if they desire to do so. The Company also expects that representatives will be available to respond to appropriate questions from stockholders.
Stockholder ratification of the Audit Committee's appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for 2020 is not required by the Company's Amended and Restated Bylaws or otherwise. Nevertheless, the Board is submitting the appointment of Deloitte & Touche LLP to the Company's stockholders for ratification as a matter of good corporate governance. If the Company's stockholders fail to ratify the appointment, the Audit Committee will reconsider its appointment of Deloitte & Touche LLP. Even if this appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.
The Board of Directors recommends that you vote "FOR" the ratification of the appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for 2020. Unless otherwise specified, proxies will be voted"FOR" the ratification of the appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for 2020.
A. Fees Paid to Independent Registered Public Accounting Firm
The following table presents fees and reimbursable expenses for professional audit services providedrendered by ErnstDeloitte & YoungTouche LLP ("E&Y") that were billed tofor the Companyaudit of the Company's consolidated financial statements for the years ended December 31, 20162019 and 2015 were:2018 and fees billed for other services rendered by Deloitte & Touche LLP during those periods:
| | 2016 | 2015 | |||||
|---|---|---|---|---|---|---|---|
Audit Fees(1) | $ | 5,450,411 | $ | 4,600,000 | |||
Audit Related Fees(2) | $ | 100,000 | $ | 0 | |||
Tax Fees(3) | $ | 394,000 | $ | 400,000 | |||
All Other Fees | $ | 0 | $ | 0 | |||
| | | | | | | | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | |
| | | | 2019 ($) | | 2018 ($) | | ||||||||
| | | | | | | | | | | | | | | |
| Audit Fees(1) | $ | 4,449,965 | $ | 4,434,900 | |||||||||
| | | | | | | | | | | | | | | |
| Audit-Related Fees | $ | 0 | $ | 0 | |||||||||
| | | | | | | | | | | | | | | |
| Tax Fees(2) | $ | 516,303 | $ | 128,000 | |||||||||
| | | | | | | | | | | | | | | |
| All Other Fees | $ | 0 | $ | 0 | |||||||||
| | | | | | | | | | | | | | | |
B. Audit Committee Pre-Approval of Audit and Non-Audit Services
All audit and permissible non-audit services provided, or to be provided,performed by the Company's independent registered public accountantsaccounting firm are subject to a pre-approval requirement of the Audit Committee. These services may include audit services, audit-related services, tax services and other services. All such services provided in 2019 were pre-approved by the Audit Committee. The Audit Committee concluded that the provision of such services by Deloitte & Touche LLP was compatible with the maintenance of that firm's independence. The Audit Committee has delegated to the Chairman of the Audit Committee pre-approval authority with respect to certain permissible non-audit services. The Chairman's pre-approval authority is limited to engagements costing no more than $200,000 in the aggregate.aggregate and any such engagements approved by the Chairman shall be presented to the full Audit Committee at its next regularly scheduled meeting.
PROPOSAL TWO:3:
ADVISORY VOTE TO APPROVE THE COMPANY'S
NAMED EXECUTIVE OFFICER COMPENSATION
We encourage youAs required by Section 14A of the Exchange Act, this proposal, commonly known as a "say-on-pay" proposal, gives the Company's stockholders the opportunity to reviewvote to approve or not approve, on an advisory basis, the complete descriptioncompensation of the Company's named executive compensation programs providedofficers, which is described in the "Executive Officer Compensation"Compensation Discussion and Analysis" Sectionsection of this Proxy Statement (pages 19 through 39).Statement. This vote is not intended to address any specific item or element of compensation or the compensation of any particular officer, but rather the overall compensation of the Company's named executive officers and the philosophy, principles and policies used to determine compensation.
Stockholders were most recently asked to approve the compensation of the Company's named executive officers at the Company's 2019 Annual Meeting of Stockholders, and stockholders approved the Company's named executive officer compensation with approximately 92% of the votes cast in favor. At the Company's 2017 Annual Meeting of Stockholders, stockholders were asked to indicate whether future advisory say-on-pay votes should occur every one, two or three years, with the Board recommending an annual advisory vote. Because the Board views it as a good corporate governance practice, and because at the 2017 Annual Meeting of Stockholders a majority of the votes cast were in favor of an annual advisory vote, the Board adopted a policy that the Company will include an advisory say-on-pay vote in the Company's proxy materials on an annual basis until the next required advisory stockholder vote on the frequency of advisory say-on-pay votes, which will occur no later than the Company's annual meeting of stockholders in 2023.
The compensation program for the Company's named executive officers is based on the following guiding principles:
The CompensationStockholders are urged to read the "Compensation Discussion and AnalysisAnalysis" section of this Proxy Statement, which provides a thorough description of how the Compensation Committee has designed and administered the executive compensation program to comply with these principles.
At the 2017 Annual Meeting, Company shareholdersthe Company's stockholders will have the opportunity to endorse or not endorse the compensation of the named executivesexecutive officers through a non-binding vote (commonly known as a "say-on-pay" vote) on the following resolution:
RESOLVED,, that the compensation ofpaid to the Company's named executives of the Company describedexecutive officers, as disclosed in the Executive Officer Compensation Discussion and Analysis section of this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the disclosure"Compensation Discussion and Analysis" section, the compensation tables and the related narrative discussion, (pages 19 through 39), is hereby APPROVED.approved.
Even though the result of the say-on-payThis vote is non-binding,advisory, which means that the stockholder vote on this proposal will not be binding on the Company, the Compensation Committee or the Board, nor will it create or imply any change in the fiduciary duties of, Directors valuesor impose any additional fiduciary duty on, the Company, the Compensation Committee or the Board. However, the Compensation Committee and the Board value the opinions that shareholders express in their votesof
the Company's stockholders and will carefully consider the outcome of the vote when making future compensation decisions for the Company's named executive compensation decisions. officers.
The Company will conductBoard of Directors recommends that you vote "FOR" the approval, on an advisory vote at the 2017 Annual Meeting on the frequency of future advisory votes on executive compensation. The Board has not made a determinationbasis, of the frequencycompensation of the futureCompany's named executive officers in 2019 as disclosed in this Proxy Statement. Unless otherwise specified, proxies will be voted"FOR" the approval, on an advisory votes pending the resultsbasis, of the advisory vote on frequency to be conducted atcompensation of the 2017 Annual Meeting.
The Board unanimously recommends a vote "FOR" the resolution.Company's named executive officers in 2019 as disclosed in this Proxy Statement.
PROPOSAL THREE:STOCKHOLDER PROPOSALS FORADVISORY VOTE ON FREQUENCYTHE 2021 ANNUAL MEETING OF SHAREHOLDER ADVISORY VOTES TO APPROVETHE COMPANY'S EXECUTIVE COMPENSATIONSTOCKHOLDERS
At the 2017 Annual Meeting, Company shareholders willAny stockholder proposal intended to be asked through a non-binding vote on whether future say-on-pay votes should occur every one, two or three years.
The Company has conducted a say-on-pay advisory vote every year since the say-on-pay advisory vote requirement became effective in 2011. The Board of Directors decided upon the every year frequency based, in part, on a vote (the "say-on-pay frequency" vote) conducted at the 2011 Annual Meeting at which more than 92% of the votes cast were voted in favor of holding the say-on-pay vote every year.
After careful consideration of the alternatives, the Board of Directors has determined that a say-on-pay vote that occurs every year is the most appropriate alternative for the Company, and therefore the Board recommends that shareholders vote for an every year frequency. The Board of Directors recommends continuing the every year frequency for future say-on-pay votes because (i) the Company's shareholders have become accustomed to annual say-on-pay voting (ii) annual votes provide more frequent opportunites for shareholder engagement and (ii) annual say-on-pay voting has become the predominant practice since say-on-pay voting was instituted in 2011.
The option of every one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation selected by shareholders, and the Board of Directors will consider the outcome of the vote when deciding how often a say-on-pay vote will be requested from the Company's shareholders. Because this vote is advisory and not binding on the Board of Directors in any way, the Board may decide that it isincluded in the best interests of our shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option selected by the Company's shareholders through the advisory vote.
The Board unanimously recommends that an advisory vote to approve the Company's executive compensation be held"EVERY YEAR."
PROPOSAL FOUR:TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM
The Audit Committee has engaged E&Y as the Company's independent registered public accounting firm to audit the Company's financial statements and the effectiveness of the Company's internal controls over financial reporting for the year ending December 31, 2017. E&Y's engagement commenced on May 17, 2005, and E&Y has served as the Company's auditors for the years ended December 31, 2005 through 2016.
Although ratification of the Audit Committee's appointment of E&Y is not required by the Company's by-laws or otherwise, the Board is submitting the selection of E&Y to the shareholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.
One or more representatives of E&Y are expected to be present at the 2017 Annual Meeting and will be given an opportunity to make a statement, if they so desire, and to respond to appropriate questions of shareholders in attendance.
The Board unanimously recommends a vote "FOR" the ratification of the appointment of E&Y as the Company's independent registered public accounting firm. Proxies received by the Board will be so voted unless shareholders specify a contrary choice in their proxies.
SHAREHOLDER PROPOSALS FOR PRESENTATIONAT THE 2018 ANNUAL MEETING
If a shareholder wishes to present, in accordance with SEC Rule 14a-8, a proposal to the shareholders of the Company at the 2018 Annual Meeting, the proposal must be received by the Company at our principal executive offices for inclusion in the proxy statement and form of proxy relating to the meeting on or before2021 Annual Meeting of Stockholders must be in writing and received by the Company not later than November 8, 2017.24, 2020. Any such stockholder proposal must also comply with Rule 14a-8 of the Exchange Act, which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to the attention of the Company's Secretary at Carlisle Companies Incorporated, 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254. Pursuant to the SEC Rules,rules, submitting a proposal doeswill not guarantee that it will be included in the Company's proxy materials.
In accordance with the Company's Bylaws, in order to be properly brought before the 2018 Annual Meeting, a shareholder's notice of aaddition, any stockholder proposal (other than nominations for directors) intended to be presented at the 2021 Annual Meeting of Stockholders, but that will not be included in the Company's proxy statement and form of proxy relating to the 2021 Annual Meeting of Stockholders, must be received by the Company's Secretary at Carlisle Companies Incorporated, 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254, either in person or by U.S. certified mail, postage prepaid, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the Annual Meeting. As a proposal broughtresult, any proposals submitted by a stockholder pursuant to SECthe provisions of the Company's Amended and Restated Bylaws (other than proposals submitted pursuant to Rule 14a-8 or nominations for directors) must be received by the Company at our principal executive offices no earlier than December 27, 2017 or later than January 26, 2018. To be in proper form, any such shareholder's proposal must include the specified information concerning the proposal as described in the Bylaws. The presiding officer of chairman of the 2018 Annual Meeting may refuse to accept any such proposal that is not in proper form or submitted in compliance with the procedures in the Bylaws.
In accordance with the Company's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), in order to be properly brought before the 2018 Annual Meeting, a shareholder's notice of a proposal for nominations of directors must be received by the Company at our principal executive offices6, 2021 and no later than January 26, 2018. ToFebruary 5, 2021. However, in the event that the date of the 2021 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after May 6, 2021, notice by the stockholder to be in proper form, anytimely must be so delivered or received not earlier than the close of business on the 120th day prior to the date of the 2021 Annual Meeting of Stockholders and not later than the close of business on the later of the 90th day prior to such shareholder's proposalannual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. Stockholder proposals must include the specified information concerning the proposal and nomineethe stockholder submitting the proposal as describedset forth in the Certificate of Incorporation. The presiding officer or chairmanCompany's Amended and Restated Bylaws. A copy of the 2018 Annual MeetingCompany's Amended and Restated Bylaws may refuse to accept any such proposal that is not in proper form or submitted in compliance with the procedures in the Certificate of Incorporation.
All shareholder proposals should be addressedobtained by writing to the attention of CorporateCompany's Secretary at the executive offices of the Company,Carlisle Companies Incorporated, 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254.
VOTING BY PROXY AND CONFIRMATION OF BENEFICIAL OWNERSHIP
To ensure that your Shares will be represented atWhether or not you plan to attend the Annual Meeting, please follow the instructions shown on the Notice Regarding theof Internet Availability of Proxy Materials (or paper proxy card if you received or request one) whether or not you expect to attendvote your Shares by proxy to ensure that your Shares are represented at the Annual Meeting. Shares represented by a valid proxy received and not revoked before the Annual Meeting will be voted as specified.
Any shareholderYou may revoke a proxy by a later-datedyour proxy or by givingchange your vote at any time before the vote is taken at the Annual Meeting. If you are a stockholder of record, you may revoke your proxy or change your vote by: (i) submitting a written notice of revocation to the Company (addressed to the CompanyCompany's Secretary at Carlisle Companies
Incorporated, 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254 Attention: Secretary)85254; (ii) delivering a proxy bearing a later date via the Internet, by telephone or by mail until the applicable deadline for each method; or (iii) attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request or vote in person at the meeting. For all methods of voting, the last vote cast will supersede all previous votes. If you hold your Shares in street name and you have instructed your bank, broker or other nominee to vote your Shares, you may revoke or change your voting instructions by following the specific instructions provided to you by your bank, broker or other nominee, or, if you have obtained a legal proxy from your bank, broker or other nominee, by attending the Annual Meeting and voting in person.
The number of votes that each shareholderstockholder will be entitled to cast at the Annual Meeting will depend on when the Shares were acquired and whether or not there has been a change in beneficial ownership since the date of acquisition, with respect to each of such holder's Shares.
ShareholdersStockholders whose Shares are held by brokersbanks or banksbrokers or in nominee name are requested to confirm to the Company how many of the Shares they ownowned as of March 1, 201711, 2020 were beneficially owned before March 1, 2013,11, 2016, entitling such shareholderstockholder to five votes per Share, and how many were acquired after February 28, 2013,March 10, 2016, entitling such shareholderstockholder to one vote per Share. If no confirmation of beneficial ownership is received from a shareholderstockholder prior to the Annual Meeting, it will be deemed by the Company that beneficial ownership of all such Shares was effected after February 28, 3013,March 10, 2016, and the shareholderstockholder will be entitled to one vote for each Share. If a shareholderstockholder provides incorrect information, he or she may provide correct information at any time prior to the voting of his or her Shares at the Annual Meeting.
ThisThe Notice of Internet Availability of Proxy Materials, or a printed copy of the proxy materials (including the Proxy Statement and the form of Proxy Card areproxy), as applicable, is being furnished to shareholdersstockholders of record on March 1, 201711, 2020 whose Shares on the records of the Company show the following:
(i) that such shareholderstockholder had beneficial ownership of such Shares before March 1, 2013,11, 2016, and there has been no change since that date, thus entitling such shareholderstockholder to five votes for each Share; or
(ii) that beneficial ownership of such Shares was effected after February 28, 2013,March 10, 2016, thus entitling such shareholderstockholder to one vote for each Share; or
(iii) that the dates on which beneficial ownership of such Shares were effected are such that such shareholderstockholder is entitled to five votes for some Shares and one vote for other Shares.
Printed on the Notice of Internet Availability of Proxy CardMaterials (or proxy card if you received or request one) for each individual shareholderstockholder of record is the number of Shares for which he or she is entitled to cast five votes each and/or one vote each, as the case may be, as shown on the records of the Company.
ShareholdersStockholders of record are urged to review the number of Shares shown on their Notice of Internet Availability of Proxy CardsMaterials (or proxy card if they received or request one) in the five-vote and one-vote categories. If the number of Shares shown in a voting category is believed to be incorrect, the shareholderstockholder should notify the Company in writing of that fact and either enclose the notice along with the Proxy Card in the postage-paid, return envelope, or mail the notice directly to the Company at the address indicated above.above or enclose the notice along with the proxy card (if the stockholder received or requests one) in the postage-paid envelope provided. The shareholderstockholder should identify the Shares improperly classified for voting purposes and provide information as to the date beneficial ownership was acquired. Any notification of improper classification of votes must be made at least three (3) business days prior to the Annual Meeting or the shareholderstockholder will be entitled at the Annual Meeting to the number of votes indicated on the records of the Company.
In certain cases record ownership may change but beneficial ownership for voting purposes does not change. The Restated Certificate of Incorporation of the Company states the exceptions where beneficial ownership is deemed not to have changed upon the transfer of Shares. ShareholdersStockholders should
consult the pertinent provision of the Restated Certificate of Incorporation attached asAppendix A to this Proxy Statement for those exceptions.
By resolution duly adopted by the Board of Directors of the Company pursuant to subparagraph B of Article FourthFOURTH of the Restated Certificate of Incorporation, the following procedures have been adopted for use in determining the number of votes to which a shareholderstockholder is entitled.entitled:
(i) The Company may accept the written and signed statement of a shareholderstockholder to the effect that no change in beneficial ownership has occurred during the four years immediately preceding the date on which a determination is made of the shareholdersstockholders of the Company who are entitled to vote or take any other action. Such statement may be abbreviated to state only the number of Shares as to which such shareholderstockholder is entitled to exercise five votes or one vote.
(ii) In the event the Vice President, Treasurer of the Company, in his or her sole discretion, taking into account the standards set forth in the Company's Restated Certificate of Incorporation, deems any such statement to be inadequate or for any reason deems it in the best interest of the Company to require further evidence of the absence of change of beneficial ownership during the four-year period preceding the record date, he or she may require such additional evidence and, until it is provided in form and substance satisfactory to him or her, a change in beneficial ownership during such period shall be deemed to have taken place.
(iii) Information supplementing that contemplated by paragraph (i) and additional evidence contemplated by paragraph (ii) may be provided by a shareholderstockholder at any time but must be furnished at least three business days prior to any meeting of shareholdersstockholders at which such Shares are to be voted for any change to be effective at such meeting.
The SEC has adopted rules permitting companies to mail one proxy statement and annual report, or notice of internet availability of proxy materials, as applicable, in one envelope to all stockholders residing at the same address if certain conditions are met. This is called "householding" and can result in significant savings of paper and mailing costs. The Company has not implemented householding with respect to its stockholders of record; however, a number of brokerage firms have instituted householding that may impact certain beneficial owners of Shares held in street name. If members of your household have multiple accounts through which they hold Shares, you may have received a householding notification from your bank, broker or other nominee.
Please contact your bank, broker or other nominee directly if you have any questions or wish to revoke your decision to household or to receive an additional copy of this Proxy Statement, the 2019 Annual Report to Stockholders or the Notice of Internet Availability of Proxy Materials for members of your household.
As of the date of this Proxy Statement, the Board of Directors is not aware of the Company knows of noany other business which will be or is intendedmatters to be presented at the Annual Meeting. Should any further business come beforeIf other matters are properly raised at the Annual Meeting, orthe proxy holders may vote any adjourned meeting, it is the intention of the proxies namedShares represented by proxy in the Proxy to vote according to their best judgment.discretion.
| By Order of the Board of Directors, | ||
Scott C. Selbach Vice President, Secretary and General Counsel |
Dated: March 8, 201724, 2020
Subparagraph B of Article FOURTH of the Restated Certificate
of Incorporation of Carlisle Companies Incorporated
(I) EACH OUTSTANDING SHARE OF COMMON STOCK SHALL ENTITLE THE HOLDER THEREOF TO FIVEB.
(i) Each outstanding share of Common Stock shall entitle the holder thereof to five (5) VOTES ON EACH MATTER PROPERLY SUBMITTED TO THE SHAREHOLDERS OF THE CORPORATION FOR THEIR VOTE, WAIVER, RELEASE OR OTHER ACTION: EXCEPT THAT NO HOLDER OF OUTSTANDING SHARES OF COMMON STOCK SHALL BE ENTITLED TO EXERCISE MORE THAN ONEvotes on each matter properly submitted to the stockholders of the Corporation for their vote, waiver, release or other action; except that no holder of outstanding shares of Common Stock shall be entitled to exercise more than one (1) VOTE ON ANY SUCH MATTER IN RESPECT OF ANY SHARE OF COMMON STOCK WITH RESPECT TO WHICH THERE HAS BEENvote on any such matter in respect of any share of Common Stock with respect to which there has been a change in beneficial ownership during the four (4) years immediately preceding the date on which a determination is made of the stockholders of the Corporation who are entitled to vote or to take any other action.
(ii) A CHANGE IN BENEFICIAL OWNERSHIP DURING THE FOUR (4) YEARS IMMEDIATELY PRECEDING THE DATE ON WHICH A DETERMINATION IS MADE OF THE SHAREHOLDERS OF THE CORPORATION WHO ARE ENTITLED TO VOTE OR TO TAKE ANY OTHER ACTION.
(II) A CHANGE IN BENEFICIAL OWNERSHIP OF ANY OUTSTANDING SHARE OF COMMON STOCK SHALL BE DEEMED TO HAVE OCCURRED WHENEVER A CHANGE OCCURS IN ANY PERSON OR PERSONS WHO, DIRECTLY OR INDIRECTLY, THROUGH ANY CONTRACT, AGREEMENT, ARRANGEMENT, UNDERSTANDING, RELATIONSHIP OR OTHERWISE HAS OR SHARES ANY OF THE FOLLOWING:change in beneficial ownership of an outstanding share of Common Stock shall be deemed to have occurred whenever a change occurs in any person or persons who, directly or indirectly, through any contract, agreement, arrangement, understanding, relationship or otherwise has or shares any of the following:
(A) VOTING POWER, WHICH INCLUDES, WITHOUT LIMITATION, THE POWER TO VOTE OR TO DIRECT THE VOTING POWER OF SUCH SHARE OF COMMON STOCK.(a) Voting power, which includes, without limitation, the power to vote or to direct the voting power of such share of Common Stock.
(B) INVESTMENT POWER, WHICH INCLUDES, WITHOUT LIMITATION, THE POWER TO DIRECT THE SALE OR OTHER DISPOSITION OF SUCH SHARE OF COMMON STOCK.(b) Investment power, which includes, without limitation, the power to direct the sale or other disposition of such share of Common Stock.
(C) THE RIGHT TO RECEIVE OR TO RETAIN THE PROCEEDS OF ANY SALE OR OTHER DISPOSITION OF SUCH SHARE OF COMMON STOCK.(c) The right to receive or to retain the proceeds of any sale or other disposition of such share of Common Stock.
(D) THE RIGHT TO RECEIVE OR TO RETAIN ANY DISTRIBUTIONS, INCLUDING, WITHOUT LIMITATION, CASH DIVIDENDS, IN RESPECT OF SUCH SHARE OF COMMON STOCK.(d) The right to receive or to retain any distributions, including, without limitation, cash dividends, in respect of such share of Common Stock.
(III) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING SECTION (II) OF THIS SUBPARAGRAPH(iii) Without limiting the generality of the foregoing section (ii) of this subparagraph B, THE FOLLOWING EVENTS OR CONDITIONS SHALL BE DEEMED TO INVOLVE A CHANGE IN BENEFICIAL OWNERSHIP OF A SHARE OF COMMON STOCK.the following events or conditions shall be deemed to involve a change in beneficial ownership of a share of Common Stock:
(A) IN THE ABSENCE OF PROOF TO THE CONTRARY PROVIDED IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN SECTION (V) OF THIS SUBPARAGRAPH(a) In the absence of proof to the contrary provided in accordance with the procedures set forth in section (v) of this subparagraph B, A CHANGE IN BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE OCCURRED WHENEVER AN OUTSTANDING SHARE OF COMMON STOCK IS TRANSFERRED OF RECORD INTO THE NAME OF ANY OTHER PERSON.a change in beneficial ownership shall be deemed to have occurred whenever an outstanding share of Common Stock is transferred of record into the name of any other person.
(B) IN THE CASE OF AN OUTSTANDING SHARE OF COMMON STOCK HELD OF RECORD IN THE NAME OF A CORPORATION, GENERAL PARTNERSHIP, LIMITED PARTNERSHIP, VOTING TRUSTEE, BANK, TRUST COMPANY, BROKER, NOMINEE OR CLEARING AGENCY, IF IT HAS NOT BEEN ESTABLISHED PURSUANT TO THE PROCEDURES SET FORTH IN SECTION (V) OF THIS SUBPARAGRAPH(b) In the case of an outstanding share of Common Stock held of record in the name of a corporation, general partnership, limited partnership, voting trustee, bank, trust company, broker, nominee or clearing agency, if it has not been established pursuant to the procedures set forth in section (v) of this subparagraph B THAT THERE HAS BEEN NO CHANGE IN THE PERSON OR PERSONS WHO OR THAT DIRECT THE EXERCISE OF THE RIGHTS REFERRED TO IN CLAUSES (II) (A) THROUGH (II) (D)that there has been no change in the person or persons who or that direct the exercise of the rights referred to in clauses (ii)(a) through (ii)(d), INCLUSIVE, OF THIS SUBPARAGRAPHinclusive, of this subparagraph B WITH RESPECT TO SUCH OUTSTANDINGwith respect to such outstanding share of Common Stock during the period of four (4) years immediately preceding the date on which a determination is made of the stockholders of the Corporation entitled to vote or to take any other action (or since May 30, 1986 for any period ending on or before May 30, 1990), then a change in beneficial ownership of such share of Common Stock shall be deemed to have occurred during such period.
(c) In the case of an outstanding share of Common Stock held of record in the name of any person as a trustee, agent, guardian or custodian under the Uniform Gifts to Minors Act as in effect in any jurisdiction, a change in beneficial ownership shall be deemed to have occurred
SHARE OF COMMON STOCK DURING THE PERIOD OF FOUR (4) YEARS IMMEDIATELY PRECEDING THE DATE ON WHICH A DETERMINATION IS MADE OF THE SHAREHOLDERS OF THE CORPORATION ENTITLED TO VOTE OR TO TAKE ANY OTHER ACTION (OR SINCE MAYwhenever there is a change in the beneficiary of such trust, the principal of such agent, the ward of such guardian, the minor for whom such custodian is acting or in such trustee, agent, guardian or custodian.
(d) In the case of outstanding shares of Common Stock beneficially owned by a person or group of persons who, after acquiring, directly or indirectly, the beneficial ownership of five percent (5%) of the outstanding shares of Common Stock, fails to notify the Corporation of such ownership within ten (10) days after such acquisition, a change in beneficial ownership of such shares of Common Stock shall be deemed to occur on each day while such failure continues.
(iv) Notwithstanding any other provision in this subparagraph B to the contrary, no change in beneficial ownership of an outstanding share of Common Stock shall be deemed to have occurred solely as a result of:
(a) Any event that occurred prior to May 30, 1986 FOR ANY PERIOD ENDING ON OR BEFORE MAY 30, 1990)or pursuant to the terms of any contract (other than a contract for the purchase and sale of shares of Common Stock contemplating prompt settlement), THEN A CHANGE IN BENEFICIAL OWNERSHIP OF SUCH SHARE OF COMMON STOCK SHALL BE DEEMED TO HAVE OCCURRED DURING SUCH PERIOD.
(C) IN THE CASE OF AN OUTSTANDING SHARE OF COMMON STOCK HELD OF RECORD IN THE NAME OF ANY PERSON AS A TRUSTEE, AGENT, GUARDIAN OR CUSTODIAN UNDER THE UNIFORM GIFTS TO MINORS ACT AS IN EFFECT IN ANY JURISDICTION, A CHANGE IN BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE OCCURRED WHENEVER THERE IS A CHANGE IN THE BENEFICIARY OF SUCH TRUST, THE PRINCIPAL OF SUCH AGENT, THE WARD OF SUCH GUARDIAN, THE MINOR FOR WHOM SUCH CUSTODIAN IS ACTING OR IN SUCH TRUSTEE, AGENT, GUARDIAN OR CUSTODIAN.
(D) IN THE CASE OF OUTSTANDING SHARES OF COMMON STOCK BENEFICIALLY OWNED BY A PERSON OR GROUP OF PERSONS WHO, AFTER ACQUIRING, DIRECTLY OR INDIRECTLY, THE BENEFICIAL OWNERSHIP OF FIVE PERCENT (5%) OF THE OUTSTANDING SHARES OF COMMON STOCK, FAILS TO NOTIFY THE CORPORATION OF SUCH OWNERSHIP WITHIN TEN (10) DAYS AFTER SUCH ACQUISITION, A CHANGE IN BENEFICIAL OWNERSHIP OF SUCH SHARES OF COMMON STOCK SHALL BE DEEMED TO OCCUR ON EACH DAY WHILE SUCH FAILURE CONTINUES.
(IV) NOTWITHSTANDING ANY OTHER PROVISION IN THIS SUBPARAGRAPH B TO THE CONTRARY, NO CHANGE IN BENEFICIAL OWNERSHIP OF AN OUTSTANDING SHARE OF COMMON STOCK SHALL BE DEEMED TO HAVE OCCURRED SOLELY AS A RESULT OF:
(A) ANY EVENT THAT OCCURRED PRIOR TO MAYincluding contracts providing for options, rights of first refusal and similar arrangements, in existence on May 30, 1986 OR PURSUANT TO THE TERMS OF ANY CONTRACT (OTHER THAN A CONTRACT FOR THE PURCHASE AND SALE OF SHARES OF COMMON STOCK CONTEMPLATING PROMPT SETTLEMENT), INCLUDING CONTRACTS PROVIDING FOR OPTIONS, RIGHTS OF FIRST REFUSAL, AND SIMILAR ARRANGEMENTS, IN EXISTENCE ON MAYand to which any holder of shares of Common Stock is a party; provided, however, that any exercise by an officer or employee of the Corporation or any subsidiary of the Corporation of an option to purchase Common Stock after May 30, 1986 AND TO WHICH ANY HOLDER OF SHARES OF COMMON STOCK IS A PARTY; PROVIDED, HOWEVER, THAT ANY EXERCISE BY AN OFFICER OR EMPLOYEE OF THE CORPORATION OR ANY SUBSIDIARY OF THE CORPORATION OF AN OPTION TO PURCHASE COMMON STOCK AFTER MAY 30, 1986 SHALL, NOTWITHSTANDING THE FOREGOING AND CLAUSE (IV) (F) HEREOF, BE DEEMED A CHANGE IN BENEFICIAL OWNERSHIP IRRESPECTIVE OF WHEN THAT OPTION WAS GRANTED TO SAID OFFICER OR EMPLOYEE.shall, notwithstanding the foregoing and clause (iv)(f) hereof, be deemed a change in beneficial ownership irrespective of when that option was granted to said officer or employee.
(B) ANY TRANSFER OF ANY INTEREST IN AN OUTSTANDING SHARE OF COMMON STOCK PURSUANT TO A BEQUEST OR INHERITANCE, BY OPERATION OF LAW UPON THE DEATH OF ANY INDIVIDUAL, OR BY ANY OTHER TRANSFER WITHOUT VALUABLE CONSIDERATION, INCLUDING, WITHOUT LIMITATION, A GIFT THAT IS MADE IN GOOD FAITH AND NOT FOR THE PURPOSE OF CIRCUMVENTING THE PROVISION OF THIS ARTICLE(b) Any transfer of any interest in an outstanding share of Common Stock pursuant to a bequest or inheritance, by operation of law upon the death of any individual, or by any other transfer without valuable consideration, including, without limitation, a gift that is made in good faith and not for the purpose of circumventing the provisions of this Article FOURTH.
(C) ANY CHANGES IN THE BENEFICIARY OF ANY TRUST, OR ANY DISTRIBUTION OF AN OUTSTANDING SHARE OF COMMON STOCK FROM TRUST, BY REASON OF THE BIRTH, DEATH, MARRIAGE OR DIVORCE OF ANY NATURAL(c) Any changes in the beneficiary of any trust, or any distribution of an outstanding share of Common Stock from trust, by reason of the birth, death, marriage or divorce of any natural person, the adoption of any natural person prior to age eighteen (18) or the passage of a given period of time or the attainment by any natural person of a specific age, or the creation or termination of any guardianship or custodial arrangement.
(d) Any appointment of a successor trustee, agent, guardian or custodian with respect to an outstanding share of Common Stock if neither such successor has nor its predecessor had the power to vote or to dispose of such share of Common Stock without further instructions from others.
(e) Any change in the person to whom dividends or other distributions in respect of an outstanding share of Common Stock are to be paid pursuant to the issuance or modification of a revocable dividend payment order.
(f) Any issuance of a share of Common Stock by the Corporation or any transfer by the Corporation of a share of Common Stock held in treasury, unless otherwise determined by the Board of Directors at the time of authorizing such issuance or transfer.
(g) Any giving of a proxy in connection with a solicitation of proxies subject to the provisions of Section 14 of the Securities Exchange Act of 1934 and the rules and regulations thereunder promulgated.
(h) Any transfer, whether or not with consideration, among individuals related or formerly related by blood, marriage or adoption ("Relatives") or between a Relative and any Person (as defined in Article SEVENTH) controlled by one or more Relatives where the principal purpose for the transfer is to further the estate tax planning objectives of the transferor or of Relatives of the transferor.
PERSON, THE ADOPTION OF ANY NATURAL PERSON PRIOR TO AGE EIGHTEEN (18) OR THE PASSAGE OF A GIVEN PERIOD OF TIME OR THE ATTAINMENT BY ANY NATURAL PERSON OF A SPECIFIC AGE, OR THE CREATION OR TERMINATION OF ANY GUARDIANSHIP OR CUSTODIAL ARRANGEMENT.
(D) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE, AGENT, GUARDIAN OR CUSTODIAN WITH RESPECT TO AN OUTSTANDING SHARE OF COMMON STOCK IF NEITHER SUCH SUCCESSOR HAS NOR ITS PREDECESSOR HAD THE POWER TO VOTE OR TO DISPOSE OF SUCH SHARE OF COMMON STOCK WITHOUT FURTHER INSTRUCTIONS FROM OTHERS.
(E) ANY CHANGE IN THE PERSON TO WHOM DIVIDENDS OR OTHER DISTRIBUTIONS IN RESPECT OF AN OUTSTANDING SHARE OF COMMON STOCK ARE TO BE PAID PURSUANT TO THE ISSUANCE OR MODIFICATION OF A REVOCABLE DIVIDEND PAYMENT ORDER.
(F) ANY ISSUANCE OF A SHARE OF COMMON STOCK BY THE CORPORATION OR ANY TRANSFER BY THE CORPORATION OF A SHARE OF COMMON STOCK HELD IN TREASURY, UNLESS OTHERWISE DETERMINED BY THE BOARD OF DIRECTORS AT THE TIME OF AUTHORIZING SUCH ISSUANCE OR TRANSFER.
(G) ANY GIVING OF A PROXY IN CONNECTION WITH A SOLICITATION OF PROXIES SUBJECT TO THE PROVISIONS OF SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934 AND THE RULES AND REGULATIONS THEREUNDER PROMULGATED.
(H) ANY TRANSFER, WHETHER OR NOT WITH CONSIDERATION, AMONG INDIVIDUALS RELATED OR FORMERLY RELATED BY BLOOD, MARRIAGE OR ADOPTION ("RELATIVES") OR BETWEEN A RELATIVE AND ANY PERSON (AS DEFINED IN ARTICLE SEVENTH) CONTROLLED BY ONE OR MORE RELATIVES WHERE THE PRINCIPAL PURPOSE FOR THE TRANSFER IS TO FURTHER THE ESTATE TAX PLANNING OBJECTIVES OF THE TRANSFEROR OR OF RELATIVES OF THE TRANSFEROR.
(I) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE AS A RESULT OF THE DEATH OF THE PREDECESSOR TRUSTEE (WHICH PREDECESSOR TRUSTEE SHALL HAVE BEEN A NATURAL PERSON) (i) Any appointment of a successor trustee as a result of the death of the predecessor trustee (which predecessor trustee shall have been a natural person).
(J) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE WHO OR WHICH WAS SPECIFICALLY NAMED IN A TRUST INSTRUMENT PRIOR TO MAY(j) Any appointment of a successor trustee who or which was specifically named in a trust instrument prior to May 30, 1986.
(K) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE AS A RESULT OF THE RESIGNATION, REMOVAL OR FAILURE TO QUALIFY OF A PREDECESSOR TRUSTEE OR AS A RESULT OF MANDATORY RETIREMENT PURSUANT TO THE EXPRESS TERMS OF A TRUST INSTRUMENT: PROVIDED, THAT LESS THAN FIFTY PERCENT(k) Any appointment of a successor trustee as a result of the resignation, removal or failure to qualify of a predecessor trustee or as a result of mandatory retirement pursuant to the express terms of a trust instrument; provided, that less than fifty percent (50%) OF THE TRUSTEES ADMINISTERING ANY SINGLE TRUST WILL HAVE CHANGED (INCLUDING IN SUCH PERCENTAGE THE APPOINTMENT OF THE SUCCESSOR TRUSTEE) DURING THE FOURof the trustees administering any single trust will have changed (including in such percentage the appointment of the successor trustee) during the four (4) YEAR PERIOD PRECEDING THE APPOINTMENT OF SUCH SUCCESSOR TRUSTEE.-year period preceding the appointment of such successor trustee.
(V) FOR PURPOSES OF THIS SUBPARAGRAPH (v) For purposes of this subparagraph B, ALL DETERMINATIONS CONCERNING CHANGE IN BENEFICIAL OWNERSHIP, OR THE ABSENCE OF ANY SUCH CHANGE, SHALL BE MADE BY THE BOARD OF DIRECTORS OF THE CORPORATION OR, AT ANY TIME WHEN THE CORPORATION EMPLOYS A TRANSFER AGENT WITH RESPECT TO THE SHARES OF COMMON STOCK, AT THE CORPORATION'S REQUEST, BY
SUCH TRANSFER AGENT ON THE CORPORATION'S BEHALF. WRITTEN PROCEDURES DESIGNED TO FACILITATE SUCH DETERMINATION SHALL BE ESTABLISHED AND MAY BE AMENDED FROM TIME TO TIME, BY THE BOARD OF DIRECTORS. SUCH PROCEDURES SHALL PROVIDE, AMONG OTHER THINGS, THE MANNER OF PROOF OF FACTS THAT WILL BE ACCEPTED AND THE FREQUENCY WITH WHICH SUCH PROOF MAY BE REQUIRED TO BE RENEWED. THE CORPORATION AND ANY TRANSFER AGENT SHALL BE ENTITLED TO RELY ON ANY AND ALL INFORMATION CONCERNING BENEFICIAL OWNERSHIP OF THE OUTSTANDING SHARES OF COMMON STOCK COMING TO THEIR ATTENTION FROM ANY SOURCE AND IN ANY MANNER REASONABLY DEEMED BY THEM TO BE RELIABLE, BUT NEITHER THE CORPORATION NOR ANY TRANSFER AGENT SHALL BE CHARGED WITH ANY OTHER KNOWLEDGE CONCERNING THE BENEFICIAL OWNERSHIP OF OUTSTANDING SHARES OF COMMON STOCK.
(VI) IN THE EVENT OF ANY STOCK SPLIT OR STOCK DIVIDEND WITH RESPECT TO THE OUTSTANDING SHARES OF COMMON STOCK, EACH SHARE OF COMMON STOCK ACQUIRED BY REASON OF SUCH SPLIT OR DIVIDEND SHALL BE DEEMED TO HAVE BEEN BENEFICIALLY OWNED BY THE SAME PERSON FROM THE SAME DATE AS THAT ON WHICH BENEFICIAL OWNERSHIP OF THE OUTSTANDING SHARE OR SHARES OF COMMON STOCK, WITH RESPECT TO WHICH SUCH SHARE OF COMMON STOCK WAS DISTRIBUTED, WAS ACQUIRED.
(VII) EACH OUTSTANDING SHARE OF COMMON STOCK, WHETHER AT ANY PARTICULAR TIME THE HOLDER THEREOF IS ENTITLED TO EXERCISE FIVE (5) VOTES OR ONE (1) VOTE, SHALL BE IDENTICAL TO ALL OTHER SHARES OF COMMON STOCK IN ALL RESPECTS, AND TOGETHER THE OUTSTANDING SHARES OF COMMON STOCK SHALL CONSTITUTE A SINGLE CLASS OF SHARES OF THE CORPORATION.
VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy cardall determinations concerning changes in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. CARLISLE COMPANIES INCORPORATED 16430 N. SCOTTSDALE ROAD, SUITE 400 SCOTTSDALE, AZ 85254 ATTN: VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mailbeneficial ownership, or the Internet. To sign up for electronic delivery, please followabsence of any such change, shall be made by the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E19773-P89103 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. CARLISLE COMPANIES INCORPORATED The Board of Directors recommends you vote FORof the following proposals: 1. To electCorporation or, at any time when the three directors nominatedCorporation employs a transfer agent with respect to the shares of Common Stock, at the Corporation's request, by such transfer agent on the Corporation's behalf. Written procedures designed to facilitate such determinations shall be established and may be amended, from time to time, by the Board of Directors. Nominees: For Against Abstain ! ! ! ! ! ! ! ! 3 Years ! ! ! ! Abstain 1a. Robert G. Bohn 1b. Terry D. Growcock 1c. Gregg A. Ostrander The BoardSuch procedures shall provide, among other things, the manner of Directors recommends you vote FOR the following proposal: For Against Abstain ! ! ! 2. An advisory vote to approve the Company’s executive compensation. 4. To ratify the appointmentproof of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year. The Board of Directors recommends you vote 1 Year 2 Years 1 YEAR on the following proposal: ! ! ! ! 3. An advisory vote onfacts that will be accepted and the frequency with which such proof may be required to be renewed. The Corporation and any transfer agent shall be entitled to rely on any and all information concerning beneficial ownership of holding an advisory votethe outstanding shares of Common Stock coming to approvetheir attention from any source and in any manner reasonably deemed by them to be reliable, but neither the Company’s executive compensation. 5. To transactCorporation nor any transfer agent shall be charged with any other business properly brought beforeknowledge concerning the meeting. For address changes and/beneficial ownership of outstanding shares of Common Stock.
(vi) In the event of any stock split or comments, please check this box and write them onstock dividend with respect to the back where indicated. ! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator,outstanding shares of Common Stock, each share of Common Stock acquired by reason of such split or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date V.1.1
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of 2017 Annual Meeting of Shareholders, Proxy Statement, 2016 Annual Report and Form 10-K are available at www.proxyvote.com. E19774-P89103 CARLISLE COMPANIES INCORPORATED Annual Meeting of Shareholders April 26, 2017 8:00 AM EDT This proxy is soliciteddividend shall be deemed to have been beneficially owned by the Boardsame person from the same date as that on which beneficial ownership of Directors David A. Robertsthe outstanding share or shares of Common Stock, with respect to which such share of Common Stock was distributed, was acquired.
(vii) Each outstanding share of Common Stock, whether at any particular time the holder thereof is entitled to exercise five (5) votes or one (1) vote, shall be identical to all other shares of Common Stock in all respects, and Steven J. Ford, or eithertogether the outstanding shares of them, each with the powerCommon Stock shall constitute a single class of substitution and revocation, are hereby authorized to represent the undersigned, with all powers which the undersigned would possess if personally present, to vote the common shares of the undersigned at the annual meeting of shareholders of Carlisle Companies Incorporated to be held at Carlisle Construction Materials, 1285 Ritner Highway, Carlisle, Pennsylvania 17013, on Wednesday, April 26, 2017 at 8:00 AM EDT, and at any postponements or adjournments of that meeting, as indicated on the reverse side, and in their discretion upon any other business that may properly come before the meeting. Shares represented by this proxy will be voted as directed herein by the shareholder. If no such directions are indicated, this proxy will be voted "FOR" all the nominees listed in Proposal 1, "FOR" Proposal 2, "1 YEAR" for Proposal 3 and "FOR" Proposal 4. (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side V.1.1 Address Changes/Comments:Corporation.
