The Company maintains an Incentive Compensation Program, as amended and restated effective January 1, 2024 (the “Program”), under which the Company may award stock options and other equity-based incentives to the Company’s directors, officers, employees or consultants. The Program was originally approved by the Company’s stockholders at the Company's 2024 Annual Meeting of Stockholders. As of December 31, 2024, 2.8 million shares remained available for issuance under the Program, and 0.8 million of those shares were available for grant as restricted shares, performance shares or other “full value” awards.

During the year ended December 31, 2024, the Company awarded 117 thousand stock options, 36 thousand restricted stock awards and 24 thousand performance share awards as part of the Program with an aggregate


(in millions)	2024		2023		2022
Stock option awards	$	14.0	$	14.4	$	10.2
Restricted stock awards	9.4		8.3		7.2
Performance share awards	9.4		8.8		8.3


Total stock-based compensation cost incurred	32.8		31.5		25.7
Capitalized cost during the period	(3.3)		(4.5)		(1.9)
Amortization of capitalized cost during the period	3.4		4.7		1.2
Total stock-based compensation expense	$	32.9	$	31.7	$	25.0
Income tax benefit	$	18.7	$	11.4	$	11.5

In 2022, Carlisle's Board of Directors (the "Board") authorized a broad-based grant of stock options to U.S. employees. This grant contributed $5.0 million, $6.7 million and $2.9 million to stock-based compensation costs for the years ended December 31, 2024, 2023 and 2022, respectively. $0.4 million, $0.5 million and $0.7 million of compensation costs were capitalized to inventory as of December 31, 2024, 2023 and 2022, respectively, and is recognized in costs of goods sold when that related inventory is sold.

Stock options awarded under the Program generally vest on a straight-line basis over a three-year period on the anniversary date of the grant. All stock options have a maximum contractual term of 10 years. Shares issued to cover stock options issued under the Program may be issued from shares held in treasury, from new issuances of shares or a combination of the two. Unrecognized compensation cost from continuing operations related to stock options of $11.1 million as of December 31, 2024, is to be recognized over a weighted-average period of 1.2 years.

The Company determines the fair value of its stock options using the Black-Scholes-Merton option pricing model, which relies on certain assumptions to estimate an option’s fair value. The weighted average assumptions used in the determination of fair value for stock options follows:


(in millions, except per share amounts and percentages)	2024			2023			2022 Broad-based Grant			2022
Expected dividend yield	1.2		%	1.2		%	1.0		%	0.9		%
Expected term (in years)	4.7			4.6			3.8			4.7
Expected volatility	32.1		%	32.4		%	31.9		%	29.1		%
Risk-free interest rate	3.9		%	3.6		%	3.9		%	1.8		%
Weighted-average grant date fair value (per share)	$	97.11		$	74.20		$	80.23		$	55.96
Fair value of options granted	$	11.4		$	13.3		$	40.4		$	12.8

The expected term of a stock option is based on the assumption that all outstanding stock options will be exercised at the midpoint of the valuation date (if vested) or the vesting dates (if unvested) and the stock options’ expiration date. The expected volatility is based on historical volatility, as well as implied volatility of the Company’s call options. The risk-free interest rate is based on rates of U.S. Treasury issues with a remaining life equal to the expected term of the stock option. The expected dividend yield is based on the latest quarterly dividend payment per share, annualized, divided by the average three-month stock price as of the date of grant.


	Number of Units (in thousands)	Weighted-Average Exercise Price (per share)		Weighted-Average Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2023	1,433	$	199.79
Options granted	117	320.38
Options exercised	(521)	154.37
Options forfeited / expired	(154)	284.63
Outstanding as of December 31, 2024	875	227.97		6.4	$	123.3
Vested and exercisable as of December 31, 2024	402	164.81		4.6	$	81.9

Restricted stock awarded under the Program is generally released to the recipient after a period of approximately three years. Unrecognized compensation cost from continuing operations related to restricted stock of $9.1 million as of December 31, 2024, is to be recognized over a weighted-average period of 1.7 years.


	Number of Shares (in thousands)	Weighted-Average Grant Date Fair Value (per share)		Weighted-Average Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2023	126	$	205.96
Shares granted	36	337.83
Shares vested	(53)	170.01
Shares forfeited	(9)	285.75
Outstanding as of December 31, 2024	100	265.53		1.0	$	36.9


(in millions)	2024		2023		2022
Weighted-average grant date fair value (per share)	$	337.83	$	250.83	$	227.44
Intrinsic value of restricted stock exercised	18.5		10.7		15.7

Performance shares are granted for a three-year performance period, after which the actual number of performance shares earned by an employee is determined by the Company's attainment of a management objective which is based on the Company’s relative total stockholder return versus the S&P Midcap 400 Index® over a three-year time period. Unrecognized compensation cost from continuing operations related to performance share awards of $10.7 million as of December 31, 2024, is to be recognized over a weighted-average period of 1.7 years.

For purposes of determining diluted earnings per share, the performance share awards are considered contingently issuable shares and are included in diluted earnings per share based upon the number of shares that would have been awarded had the conditions at the end of the reporting period continued until the end of the performance period. Refer to Note 5 for further information regarding earnings per share computations.

The Company utilizes the Monte-Carlo simulation approach based on a three-year measurement period to determine the fair value of performance shares. Such approach entails the use of assumptions regarding the future performance of the Company’s stock and those of the S&P Midcap 400 Index®. Those assumptions include expected volatility, risk-free interest rates, correlation coefficients and dividend reinvestment. Dividends accrue on the performance shares during the performance period and are to be paid in cash based upon the number of awards ultimately earned.


	Number of Shares (in thousands)	Weighted-Average Grant Date Fair Value (per share)		Weighted-Average Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2023	118	$	285.97
Awards granted	24	467.92
Awards vested	(96)	213.19
Awards converted	48	213.19
Awards forfeited	(4)	405.35
Outstanding as of December 31, 2024	90	368.42		0.8	$	33.1


(in millions)	2024		2023		2022
Weighted-average grant date fair value (per share)	$	467.92	$	368.47	$	313.77
Intrinsic value of performance share awards exercised	31.0		19.9		22.0

Certain employees are eligible to participate in the Company’s Non-qualified Deferred Compensation Plan (the “Deferred Compensation Plan”). Participants have elected to defer an aggregate of 59 thousand and 63 thousand shares of Company common stock as of December 31, 2024 and 2023, respectively. Company stock held for future issuance of vested awards is classified as additional paid in capital in the Consolidated Balance Sheets and is recorded at vest date fair value. Such deferred shares are included in basic earnings per share.